ANNUAL GENERAL MEETING OF SHAREHOLDERS

PT BINTANG MITRA SEMESTARAYA TBK

We hereby notify to Company’s Shareholders that the Annual General Meeting of Shareholders (“Meetings”) have been held on :

Day, date      :  Friday, June 09, 2023

Times            :  10.18 WIB until 10.57 WIB

Venue           :  Graha BIP, 11th floor, Jl. Jend. Gatot Subroto kav.23 South Jakarta 12930.

Period            : 2022

I.       Agenda :

The Annual General Meeting of Shareholders

a.      Approval of the Annual Report including the Ratification of Company’s Financial Statement and the Supervisory of the Board of Commissioners for Fiscal Year ended on December 31, 2022.

b.      Determination of  the Company’s net profit usage for the Fiscal Year of 2022.

c.       Appointment of Public Accountant of the Company for Fiscal Year 2023.

d.      Determination on honorarium of Commissioners and delegation of authority to the Commissioners to determine salary and other benefits for member of the Board of Directors.

e.      Re-appoinment Board of Directors and Board of Commissioners.

 

II.      The Annual General Meeting of Shareholders

         First Meeting Agenda :

Meeting unanimously on the basis of deliberation and consensus have agreed and decided as follows:

 

- Approve and accept the Annual Report of the Board of Directors regarding the course of the Company for Fiscal Year 2022, including the Supervisory Report of the Board of Commissioners;

- Ratify the Consolidated Statements of Financial Position and the Consolidated Statements of Comprehensive Income of the Company for Fiscal Year ended on December 31, 2022  which have been audited by Public Accountant “Kanaka Puradiredja, Suhartono” as mentioned in their report No.                00219/3.0357/AU.1/05/0111-3/1/III/2023   dated March 29, 2023 with opinion “unqualified”;

- Thus provide release and discharge full responsibility to all members of the Board of Directors and the Board of Commissioners for their management and supervision for Fiscal Year ended on December 31, 2022 (acquit et de charge), as long as their actions are reflected in the Consolidated Statements of Financial Position and the Consolidated Statement of Comprehensive Income for Financial Year ended on December 31, 2022.

 

Second Meeting Agenda :

Meeting unanimously on the basis of deliberation and consensus have agreed and decided as follows:

- Approve not to pay dividends to shareholders and use net profit for the year 2022 to set aside a reserve of Rp 1,000,000,000,- (one billion rupiah) and the remaining profit after deducting reserves will be recorded as part of unappropriated retained earnings.

 

Third Meeting Agenda :

Meeting unanimously on the basis of deliberation and consensus have agreed and decided as follows:

- Approve the reappointment Public Accountant Firm “Kanaka Puradiredja, Suhartono” to audit books of the Company for Fiscal Year ended on December 31, 2023.

- In the event the Company and the Public Accountant do not achieve an agreement, the Meeting delegates the authority to the Board of Commissioners to appoint another reputable Public Accountant Firm registered in the Financial Services Authority as the Company’s Public Accountant Firm for the Fiscal Year ended on December 31, 2023.

 

Fourth Meeting Agenda :

Meeting unanimously on the basis of deliberation and consensus have agreed and decided as follows:

- Approve the determination of the Board of Commissioners’ honorarium for year of 2023 to increase not exceeding 5% of the total amount received by the Board of Commissioners of the Company in 2022; and

- Delegate the authority and power to the Board of Commissioners to determine the salaries, fees and other benefits for members of the Board of Directors.

 

 Fifth Meeting Agenda :

Meetings unanimously on the basis of deliberation and consensus have agreed and decided as follows:

-          Approve the re-appointment of the Board of Directors’ of the Company whose term of office has ended, so that starting from the closing of the Meeting until the closing of the Annual General Meeting of Shareholders of the Company for the fiscal year 2027, which will be held in 2028, the composition of the Company's management will be as follows:

 

Board of Commissioners

 

 

President Commissioner

:

Mr. Hermawan

Independent Commissioner

:

Mrs. Marina

Board of Directors

 

 

President Director

:

Mr. Welly Thomas

Director

:

Mr. Tony Santosa