MEDIA
SUMMARY NOTICE OF AGM 2026
06 May 2026
SUMMARY OF MINUTES
OF THE ANNUAL GENERAL MEETING
OF SHAREHOLDERS
The Board of Directors of PT TOTAL BANGUN PERSADA Tbk (”Company”) hereby announced that the Company has convened The Extraordinary General Meeting of Shareholders (“Meeting”) started at 10:41 WIB and ended at 11:08 WIB, on Monday, November 3, 2025, at the 2nd floor of the company's Head Office, Jl. Letjen. S. Parman No. 106, West Jakarta - 11440, with the summary of the minutes as follows:
A. The Meeting Agenda
1. Approval of the Annual Report, including the Supervisory Report of the Board of Commissioners, and ratification of the Company’s Consolidated Financial Statements for the financial year ended 31 December 2025;
2. Approval of the appropriation of the Company’s net profit for the financial year 2025;
3. Approval of the appointment of a Public Accounting Firm to audit the Company’s books for the financial year ending 31 December 2026;
4. Approval of the determination of salaries and other allowances for members of the Board of Directors and honorarium for members of the Board of Commissioners of the Company;
5. Approval of the appointment and changes in the composition of the members of the Board of Directors and Board of Commissioners of the Company;
6. Approval of the amendment to Article 3 of the Company’s Articles of Association to conform with Statistics Indonesia (BPS) Regulation No. 7 of 2025 concerning the Indonesian Standard Industrial Classification (KBLI).
B. Attendance of the Board of Commissioners and Board of Directors
BOARD OF COMMISSIONERS
1. Drs. Rusdy Daryono : Independent Commissioner
2. Pinarto Sutanto : Commissioner
3. Liliana Komajaya, MBA. : Commissioner
4. Drs. Wibowo : Commissioner
5. Rudi S. Komajaya, MSc., MBA. : Commissioner
BOARD OF DIRECTORS
1. Janti Komadjaja, MSc. : President Director
2. Ir. Moeljati Soetrisno : Director
3. Ir. Lio Sudarto, MM. : Director
4. Ir. Saleh, MM. : Director
5. Ir. Rasyid Daulay, MT. : Director
C. Quorum of Shareholders Attendance
The Meeting was attended by shareholders and/or their proxies who were present and/or represented either electronically through eASY.KSEI or physically at the Meeting, representing a total of 2,608,003,024 shares, constituting 76.48% of the total 3,410,000,000 issued and paid-up shares of the Company. Therefore, the quorum requirements for the Meeting as stipulated in Article 14 paragraph 2 point 1 letter (a) and Article 14 paragraph 2 point 4 letter (a) of the Company’s Articles of Association, Article 86 paragraph (1) and Article 88 paragraph (1) of Law No. 40 of 2007 concerning Limited Liability Companies (“Company Law”), as well as Article 41 paragraph 1 letter (a) and Article 42 letter (a) of Financial Services Authority Regulation No. 15/POJK.04/2020 concerning the Planning and Implementation of General Meetings of Shareholders of Public Companies (“POJK No. 15/2020”), have been duly fulfilled.
D. Opportunity to Raise Questions
Shareholders and/or their proxies who attended the Meeting physically as well as electronically through the eASY.KSEI application were given the opportunity to raise questions, opinions, proposals and/or suggestions related to the agenda items discussed at the Meeting.
The mechanism for shareholders and/or their proxies attending the Meeting physically was by raising their hands and submitting a question form, while shareholders and/or their proxies attending electronically could submit questions through the “Electronic Opinions” chat feature.
There were no questions raised by shareholders attending either physically or electronically through the eASY.KSEI application during the Meeting.
E. Voting Mechanism
The voting mechanism was conducted verbally by requesting shareholders and/or their proxies physically attending the Meeting to raise their hands if they voted against or abstained, while those voting in favor were not requested to raise their hands.
Shareholders and/or their proxies attending electronically could cast their votes through the E-Meeting Hall screen on the eASY.KSEI application.
Abstention votes were deemed to cast the same vote as the majority vote of the shareholders casting votes
F. Resolution of the Meeting
The results of the decision-making process carried out through voting, as follows:
I. First Agenda of the Meeting
- Shares present : 2,608,003,024 shares
- Votes against : - shares
- Abstentions : 2,219,700 shares
- Votes in favor: 2,608,003,024 shares, representing 100% of the votes validly cast at the Meeting.
Accordingly, the Meeting unanimously resolved to:
1. Accept and approve the Company’s Annual Report, including the report of the Board of Directors, the supervisory report of the Board of Commissioners, and ratify the Company’s consolidated financial statements for the financial year ended 31 December 2025, which were audited by Public Accounting Firm Hadori Sugiarto Adi & Rekan as the independent auditor with an “Unmodified Opinion”.
2. Grant full release and discharge (acquit et de charge) to all members of the Board of Directors and the Board of Commissioners of the Company for their management and supervisory actions performed during the 2025 financial year, insofar as such actions are reflected in the Company’s Annual Report and Financial Statements.
II. Second Agenda of the Meeting
- Shares present : 2,608,003,024 shares
- Votes against : - shares
- Abstentions : 1,580,700 shares
- Votes in favor : 2,608,003,024 shares, representing 100% of the votes validly cast at the Meeting.
Accordingly, the Meeting unanimously resolved to approve the appropriation of the Company’s net profit for the financial year ended 31 December 2025 amounting to Rp414,518,484,000 as follows:
1. To distribute cash dividends amounting to Rp375,100,000,000 or approximately 90.49% of the parent entity’s current year profit, equivalent to Rp110 per share, to shareholders whose names are registered in the Company’s Register of Shareholders on 20 May 2026 at 16:00 WIB (“Recording Date”), with the following schedule:
- Cum Dividend in the Regular and Negotiation Markets: 18 May 2026
- Ex Dividend in the Regular and Negotiation Markets: 19 May 2026
- Cum Dividend in the Cash Market: 20 May 2026
- Ex Dividend in the Cash Market: 21 May 2026
- Dividend payment date: no later than 05 June 2026
2. To record the remaining net profit for the financial year ended 31 December 2025 as retained earnings.
3. To authorize the Board of Directors to take all necessary actions relating to the distribution of the cash dividends in accordance with prevailing laws and regulations.
III. Third Agenda of the Meeting
- Shares present : 2,608,003,024 shares
- Votes against : 17,251,900 shares
- Abstentions : 1,580,700 shares
- Votes in favor : 2,590,751,124 shares, representing 99.339% of the votes validly cast at the Meeting.
Accordingly, the Meeting resolved by majority vote to:
Delegate authority to the Board of Commissioners to appoint a Public Accounting Firm registered with the Financial Services Authority (OJK) to audit the Company’s books for the 2026 financial year, determine the criteria for such Public Accounting Firm in accordance with prevailing regulations, and authorize the Board of Directors to determine the honorarium and other requirements for the Public Accounting Firm.
IV. Fourth Agenda of the Meeting
- Shares present : 2,608,003,024 shares
- Votes against : 481,000 shares
- Abstentions : 1,580,700 shares
- Votes in favor : 2,607,522,024 shares, representing 99.982% of the votes validly cast at the Meeting.
Accordingly, the Meeting resolved by majority vote to:
1. Delegate authority to the Board of Commissioners to determine the salaries and other benefits of the members of the Board of Directors.
2. Authorize the Controlling Shareholder to determine the salaries/honoraria and other benefits for members of the Board of Commissioners by considering the recommendations of the Nomination and Remuneration Committee, to be further stipulated by the Board of Commissioners.
V. Fifth Agenda of the Meetin
- Shares present : 2,608,003,024 shares
- Votes against : 81,533,600 shares
- Abstentions : 1,580,700 shares
- Votes in favor : 2,526,469,424 shares, representing 96.874% of the votes validly cast at the Meeting.
Accordingly, the Meeting resolved by majority vote to:
1. Appoint the new composition of the Board of Directors and Board of Commissioners of the Company for a term of 4 (four) years commencing from the closing of this Meeting until the closing of the Company’s Annual General Meeting of Shareholders in 2030, without prejudice to the right of the General Meeting of Shareholders to dismiss them at any time, with the following composition:
BOARD OF COMMISSIONERS
President Commissioner and Independent Commissioner : Drs. Rusdy Daryono
Commissioner : Pinarto Sutanto
Commissioner : Liliana Komajaya, MBA.
Commissioner : Drs. Wibowo
Commissioner : Rudi S. Komajaya, MSc., MBA.
Independent Commissioner : Joseph Vittorio Pesik, S.E., C.A., C.P.A.
BOARD OF DIRECTORS
President Director : Janti Komadjaja, MSc.
Director : Ir. Moeljati Soetrisno
Director : Ir. Saleh, M.M.
Director : Ir. Lio Sudarto, M.M.
Director : Ir. Rasyid Daulay, M.T.
2. Grant authority with substitution rights to the Board of Directors to take all necessary actions relating to the appointment of the new members of the Board of Directors and Board of Commissioners in accordance with prevailing laws and regulations.
VI. Sixth Agenda of the Meeting
- Shares present : 2,608,003,024 shares
- Votes against : 64,275,700 shares
- Abstentions : 1,580,700 shares
- Votes in favor : 2,543,727,324 shares, representing 97.535% of the votes validly cast at the Meeting.
Accordingly, the Meeting resolved by majority vote to:
1. Approve the amendment to Article 3 of the Company’s Articles of Association in order to conform with Statistics Indonesia (BPS) Regulation No. 7 of 2025 concerning the Indonesian Standard Industrial Classification (KBLI 2025).
2. Grant authority with substitution rights to the Board of Directors to take all necessary actions relating to the amendment of Article 3 of the Company’s Articles of Association in accordance with prevailing laws and regulations.
F. Schedule and Procedures for Cash Dividend Payment
Dividend Schedule
- Cum Dividend in Regular & Negotiation Markets : Monday, 18 May 2026
- Ex Dividend in Regular & Negotiation Markets : Tuesday, 19 May 2026
- Cum Dividend in Cash Market : Wednesday, 20 May 2026
- Ex Dividend in Cash Market : Thursday, 21 May 2026
- Recording Date : Wednesday, 20 May 2026
- Dividend Payment Date : no later than Friday, 05 June 2026
Procedures for Cash Dividend Payment
1. This announcement constitutes an official notification from the Company, and the Company will not issue separate notifications to shareholders.
2. Shareholders entitled to receive cash dividends are those registered in the Company’s Register of Shareholders as of 20 May 2026 at 16:00 WIB.
3. For shareholders whose shares are deposited in the collective custody of PT Kustodian Sentral Efek Indonesia (“KSEI”), dividend payments will be made through KSEI and subsequently distributed to the account holders of KSEI (brokerage firms and/or custodian banks).
4. For shareholders who still hold physical share certificates or have not converted their shares into scripless form, cash dividends will be paid by cheque, which may be collected at the Company’s office. Shareholders wishing to receive payment via bank transfer are requested to notify the Company of their bank name and account number no later than 20 May 2026 at 16:00 WIB. Transfers may only be made to an account under the same name as the shareholder registered in the Company’s Register of Shareholders.
PT Total Bangun Persada Tbk
Jl. Letjen. S. Parman Kav. 106, Jakarta 11440,
Telp. (021) 5666999 (Hunting), Fax. (021) 5663069
E-mail:totalbp@totalbp.com Website : http://www.totalbp.com
5. Cash dividends will be subject to tax in accordance with prevailing tax laws and regulations. The applicable tax amount shall be borne by the relevant shareholder and deducted from the cash dividend entitlement.
6. In accordance with Law No. 36 of 2008 regarding Income Tax and PER-24/PJ/2010 concerning the Procedures for Implementing Tax Treaty Benefits, foreign taxpayers will be subject to withholding tax at a rate of 20%, unless they fulfill the requirements stipulated under Article 26 paragraph 1a and submit the required Certificate of Domicile no later than 20 May 2026 at 16:00 WIB to the Company’s Share Registrar:
PT Adimitra Jasa Korpora
Rukan Kirana Boutique Office
Jl. Kirana Avenue III Blok F3 No. 5
Kelapa Gading, North Jakarta 14250
Phone: (021) 29745222 Fax: (021) 29289961
If the Share Registrar does not receive the Certificate of Domicile by the stipulated deadline, the dividend payment will be subject to Article 26 Income Tax withholding at a rate of 20%.
Jakarta, 08 May 2026
PT Total Bangun Persada Tbk
Board of Directors
This announcement has been published on the website of the Indonesia Stock Exchange, the Company’s website at www.totalbp.com, and the website of PT Kustodian Sentral Efek Indonesia’s Electronic General Meeting System (“eASY.KSEI”).