July, 13 2022



Jl. Margomulyo No. 29A, Surabaya




Annual General Meeting of Shareholders (GMS) was held on Tuesday, 12th July 2022 at the meeting hall of PT. Gunawan Dianjaya Steel Tbk. (Company) Jl. Margomulyo No. 29A, Surabaya, from 09:42 am until 10:32 am Western Indonesian Time with meeting agenda as according to the Invitation to GMS dated 17th June 2022. GMS was attended by 5 (five) members of the Board of Directors  and 2 (two) members of the Board of Commissioners of the Company and holders of shares with legitimate voting rights or 96,75% of the Company’s shares after deduction of Treasury Shares amounting to 746.677.300 shares so that it is 8.495.822.700 shares.

Leader of the meeting gave opportunities to attendants of meeting to inquire and provide responses as to whether they agree or disagree before decision on every agenda item discussed in the GMS is made and there was no attendant of the meeting who made Inquiry took an absence and disagreed on each item.

GMS has decided to consent the GMS agenda as follows:
  1. GMS has decided to approve and ratify the Company’s Financial Reports for the year ended 31st December 2021 that have been audited by Public Accountant Firm of Hadori Sugiarto Adi & Rekan whom on which expresses an unqualified opinion.
    Due to the decision above, The GMS also has granted full release and discharge of responsibility to the members of the Company Board of Directors and  the Board of Commissioners over their management and supervisory functions which have been conducted during year 2021 as long as the management and supervisory actions conducted are reflected in the Company’s Annual Report and its Financial Reports.
  2. GMS has decided to grant authority to the Company’s Commissioners to decide on and assign a Public Accountant which will conduct audit over the Company’s Financial Report for the year 2022 while considering the following factors:
    a. Granting sufficient time for the Board of Commissioners to choose and to decide the Public Accountant who will check Financial Report of the Company for the year 2022.
    b. Criteria for the Public Accountant who will be appointed by the Board of Commissioners is one who is registered in the Financial Service Authority (OJK).
  3. GMS has decided to grant approval on the amount of salary/honorarium for the Board of Commissioners during 2022  as much as 15% from the salary and allowance of Directors and to grant authority to the Board of Commissioners to decide the amount of salary and allowance of the Directors of the Company.
  4. a. GMS decides to approve changes in the Articles of Association of the Company chapter 16 paragraph 2 to adjust to the FSA regulation No. 33/POJK.04/2014 dated 8th December 2014 regarding Directors and Board of Commisioner of an Isser or a Publicly listed Company, into the following:
    Board of Commisioners’ meeting is held at least once every two months or at any time deemed necessary by President Commisioner or by 1/3 (one-third) of the members of the Board of Commissioners or by a written request from Directors’ meeting or by a request of 1 (one) shareholder or more who represent at least 1/10 (one-tenth) of all share with legitimate voting rights, in a meeting in which the Board of Commissioners may invite the Directors.

    b. To  give authority to the Company’s Directors to make changes in the Company’s Article of Association above and declare the decision on a separate act in the presence of  a notary, to report and/or to announce as well as to register the result of this meeting to the Department of Law and Human Rights of Republic of Indonesia and related  parties and to make any necessary actions as according to prevailing regulations and laws in order to carry on the decisions made in the meeting as they should be.

Elucidation on voting results on each agenda is as stated below:

Agenda Item Total Shares present Agree Minimum shares quorum Disagree Abstain
1st Agenda 100% agree 4.247.911.351 0 100
2nd Agenda 100% agree 4.247.911.351 0 100
3rd Agenda 99,99% agree 4.247.911.351 100 100
4th Agenda 99,99% agree 5.663.881.801 100 100

Surabaya, 14th July 2022
The Board of Directors

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