Day/Date : Friday, June 20, 2025
Time : 10:37 AM WIB - until finished
Venue : Graha BIP Function Hall, 11th Floor.
Jl. Jend. Gatot Subroto Kav. 23, Jakarta
Meeting Agendas:Annual Report of the Company including the Board of Directors Report, Ratification of the Audited Financial Statements, and the Supervisory Report of the Board of Commissioners ending December 31, 2024;
Determination of the Use of Net Profit of the Company for the Fiscal Year ended December 31, 2024;
Determination of the honorarium, bonuses/allowances for the Board of Commissioners by the representative of the shareholders and delegation of authority to the Board of Commissioners to determine the division of duties and authorities of Directors and the remuneration for Directors;
Appointment of a Public Accountant to audit the Financial Statements for Fiscal Year 2025 and delegation of authority to the Board of Commissioners to determine the remuneration and other terms of appointment;
Changes in the Company's Management;
Report on the Realization of the Use of Proceeds from the Continuous Public Offering of Bonds III Phase II 2024 and Subordinated Bonds III Phase I Year 2024 as well as the Result of Series VII Warrants Exercise;
Approval of the Recovery Plan and Resolution Plan.
Meeting Attendance:
The management of the Company, namely: Board of Commissioners Present:
Independent President Commissioner : Mr. Zaenal Abidin
Independent Commissioner : Mr. Gunawan Tenggarahardja
Board of Directors Present:
President Director : Mr. Achmad Friscantono
Vice President Director : Mr. Rusli
Director : Ms. Debora Wahjutirto Tanoyo
Director : Mr. Lembing
Director of Compliance and : Mr. Tamunan Risk Management
Shareholders Attendance:
Shareholders and/or their legal proxies attending in person or through eASY.KSEI represented 12,746,509,137 shares, or 80.43% of the 15,848,540,621 issued shares, hence the Meeting was valid and had the authority to make decisions.
Capital Market Supporting Institutions Present:
Notary: Fathiah Helmi, SH
Securities Administration Bureau: PT Adimitra Jasa Korpora
Public Accounting Firm: Purwantono, Sungkoro & Surja
Shareholders or their proxies were given the opportunity to ask questions or express opinions for each agenda item.
Number of shareholders who asked questions and/or gave opinions: First Agenda : Nil
Second Agenda : Nil
Third Agenda : Nil
Fourth Agenda : Nil
Fifth Agenda : Nil
Sixth Agenda : Nil
Seventh Agenda : Nil
The decision-making mechanism in the Meeting is carried out by deliberation for consensus. If deliberation for consensus is not reached, then decision making is carried out by voting.
Voting Result
Agenda
Agree
Disagree
Abstain
Agree (%)
First
12,745,608,037
0
901,100
80,42
Second
12,745,608,037
901,100
0
80,42
Thrid
12,745,606,237
1,800
901,100
80,42
Fourth
12,745,608,037
901,100
0
80,42
Fifth
12,745,608,037
901,100
0
80,42
Sixth
0
0
0
0
Seventh
12,745,606,237
902,900
0
80,42
The resolutions of the Meeting are basically as follows:
-
First Meeting Agenda
Approved the Company's Annual Report for the Financial Year ended on 31-12-2024 (thirty-one December two thousand twenty-four), including the Board of Directors' Report and the Board of Commissioners' Supervisory Duties Report, and ratified the Company's Financial Statements for the Financial Year ended on 31-12-2024 (thirty-one December two thousand twenty-four) which had been audited by the Public Accounting Firm Purwantono, Sungkoro & Surja with the partner in charge Ms. Yovita with an audit opinion of Reasonable in All Material Matters in accordance with the Independent Auditor's Report No. 00147/2. 00147/2.1032/AU.1/07/0242-4/1/III/2025 Dated March 06, 2025 thereby releasing the Board of Directors and the Board of Commissioners of the Company from responsibility and all liabilities (Acquit Et De Charge) for the Management and Supervisory Actions that the Board of Directors and the Board of Commissioners carried out during the Financial Year 2024, as long as these actions are reflected in the Balance Sheet and Income Statement of the Company for the Financial Year 2024.
-
Second Meeting Agenda
Approve the use of the company's net profit of Rp 117,859,236,419 (one hundred seventeen billion eight hundred fifty nine million two hundred thirty six thousand four hundred nineteen Rupiah) to be used as follows:
Rp 25,000,000,000 (twenty five billion Rupiah) shall be recorded as the establishment of General Reserve Fund, in order to fulfill the provisions of Article 70 of Law No. 40 of 2007 on Limited Liability Companies and Article 25 of the Company's Articles of Association.
The remaining amount of Rp 92,859,236,419 (ninety two billion eight hundred fifty nine million two hundred thirty six thousand four hundred nineteen Rupiah) will be recorded as Retained Earnings.
Therefore, the Company will not pay dividend for the financial year 2024.
-
Thrid Meeting Agenda
Granting Power of Attorney and Authorization to PT Victoria Investama Tbk, as the Holder of 44.23% (forty four point twenty three percent) of shares in the Company to determine the amount of Honorarium and Tantieme/Bonus/Other Benefits of Members of the Board of Commissioners for the year 2025 (two thousand twenty five).
Approved the delegation of authority to the Board of Commissioners of the Company to determine the amount of salary, tantieme/bonus/other benefits of members of the Board of Directors for the year 2025 (two thousand twenty five) and to grant delegation of authority to the Board of Directors to determine bonuses to employees for the year 2025 (two thousand twenty five).
-
Fourth Meeting Agenda
Approved to authorize the Board of Commissioners of the Company to appoint an Independent Public Accountant from an Independent Public Accounting Firm registered
with the Financial Services Authority in connection with the Board of Commissioners still in the process of determining the Public Accountant who will audit the Company's Books with Criteria: The Public Accountant and Public Accounting Firm must be registered with the Financial Services Authority, the Public Accounting Firm is a member of the Big Four and the Public Accountant and Public Accounting Firm are Independent and Professional parties to audit the Company's Financial Statements for the Financial Year 2025 by taking into account the recommendations of the Audit Committee and delegating authority to the Board of Commissioners to determine the amount of Honorarium and other requirements in connection with the appointment of the Public Accounting Firm.
-
Fifth Agenda Item
To approve the changes in the Company's management as follows:
The Board of Directors of the Company consists of:President Director : Mr. Achmad Friscantono.
Vice President Director : Mr. Rusli.
Director : Mr. Lembing.
Director : Ms. Debora Wahjutirto Tanoyo.
Director of Compliance and : Mr. Tamunan. Risk Management
The Company's Board of Commissioners consists of:Independent President Commissioner : Mr. Zaenal Abidin. Independent Commissioner : Mr. Gunawan Tenggarahardja. Commissioner : Mr. Sia Leng Ho.
To authorize the Board of Directors of the Company with the Right of Substitution to state the resolutions of the meeting in relation to the reappointment of all Members of the Board of Directors and Board of Commissioners of the Company in a separate Deed before a Notary and to notify the Minister of Law of the Republic of Indonesia in relation to the reappointment of all Members of the Board of Directors and Board of Commissioners of the Company mentioned above, and to take all necessary actions required by the prevailing laws and regulations.
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Sixth Agenda
As for the sixth agenda item, it was a report and therefore no decision was made.
No approval is sought from the Meeting, it is only a report on the realization of the use of proceeds from the Shelf Registration Bond III Phase II 2024 and Shelf Registration Bond III Phase I 2024 and the exercise of Warrant Series VII.
- Seventh Agenda
Approve the Recovery Plan and Resolution Plan in accordance with the provisions as attached to the Minutes of the Meeting.
Board Of Directors, PT BANK VICTORIA INTERNATIONAL Tbk