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20240104_WSKT_Ringkasan Risalah//Risalah RUPS_31564844_lamp3.pdf

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Page 1
                                MINUTES OF MEETING
     THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 2023
                         PT WASKITA KARYA (PERSERO) Tbk

The Board of Directors of PT Waskita Karya (Persero) Tbk (hereinafter referred to as the
“Company”) hereby notify the shareholders of the Company that the Company has held The
Extraordinary General Meeting of Shareholders’ of 2023 (hereinafter referred to as“Meeting”) as
follows:

A. On:
   Day/Date           : Friday, December 8th, 2023
   Time               : From 03:45 P.M until 04:35 P.M Western Indonesia Time
   Venue              : Waskita Heritage Building, 11th floor Jl MT Haryono No. 10 RT 11 RW 11
                        Cipinang Cempedak, Jatinegara, East Jakarta, Jakarta 13340.

   With the following agendas:
   1. Approval of the Company’s Restructuring Proposal as intended in the Minister of State-Owned
      Enterprises Regulation No. PER-2/MBU/03/2023 of 2023 concerning Guidelines for
      Governance and Significant Corporate Activities of State-Owned Enterprises.
   2. Changes in the Management of the Company.

B. The Company’s members of the Board of Commissioners and the Board of Directors, who are
   present at the Meeting are as follows:

   Board of Commissioners:

     a.   President Commissioner serving as Independent       : Heru Winarko
          Commissioner
     b.   Independent Commissioner                            :   Muradi
     c.   Independent Commissioner                            :   Muhammad Salim
     d.   Independent Commissioner                            :   Addin Jauharudin
     e.   Commissioner                                        :   T. Iskandar
     f.   Commissioner                                        :   Dedi Syarif Usman*


   Board of Directors:

    a.    President Director                                  :   Mursyid
    b.    Director of Finance & Risk Management               :   Wiwi Suprihatno
    c.    Director of Business Development                    :   Rudi Purnomo
    d.    Director of Human Capital Management, System        :   Ratna Ningrum
          Development & Legal
    e.    Director of Operation I & Quality, Safety, Health   : I Ketut Pasek Senjaya Putra
          and Environment
    f.    Director of Operation II                            : Dhetik Ariyanto
    g.    Director of Operation III                           : Warjo


   *attended via video teleconference
C. The Meeting was attended by 23.008.318.724 shareholders including Series A Dwiwarna share,
Page 2
   which have valid voting rights or equal to approximately 79,8711177% of total shares with valid voting
   rights issued by the Company.

D. In the Meeting, the opportunity is given to ask questions and/or give opinions related to each
   Meeting’s agenda.

E. There was one question for the 1st Agenda which was irrelevant, however still responded by
   Wiwi Suprihatno as the Company’s Director of Finance and Risk Management.

F. The mechanism of resolution-making during the Meeting was as follows:
   • According to Article 25 paragraph (15) of the Company's Articles of Association, resolution-
      making during the Meeting was made by deliberation to reach a consensus under Article 28
      of Financial Services Authority Regulation No. 15/POJK.04/2020 concerning the planning
      and implementation of the public company shareholder general meeting, an electronic proxy
      can be given through eASY.KSEI, therefore resolution-making during the Meeting was made
      through voting.
   • If the shareholders with valid voting rights wish to abstain (not giving any vote) during the
      Meeting, thus said shareholder is considered to vote the same with the majority of
      shareholders’ vote.

G. Voting and percentage of Meeting resolutions from all shares with voting rights who presentat
   the Meeting are:


                                                                                   Total Approve
         Agenda            Approve             Against             Abstain
                                                                                        Votes
      1st Agenda       21.771.020.585      1.237.267.739      30.400 votes or     21.771.050.985
                       votes or            votes or           approximately       votes or
                       approximately       approximately      0,00%               approximately
                       94,62%              5,38%                                  94,62%
      2nd Agenda       21.730.131.831      1.278.145.493      41.400 votes or     21.730.173.231
                       votes or            votes or           approximately       votes or
                       approximately       approximately      0,00%               approximately
                       94,44%              5,56%                                  94,44%

H. The Meeting resolutions are as follows:
   The First Agenda:
    1. Approved the Restructuring Proposal determined by the Company in the framework of the
       Company's restructuring plan as a strategic step to improve the internal conditions and
       performance of the Company using the agreement method as described and sign the
       documents required for the implementation of the Restructuring Proposal, the
       implementation of which is carried out in accordance with the provisions of the Budget
       Company principles and applicable regulations.
    2. Grant authority and power to the Board of Commissioners by first obtaining written approval
       from the Series A Dwiwarna Shareholder to give approval in the event of a change in the
       reconstruction method.
Page 3
The Second Agenda:
Due to Changes in Management of PT Waskita Karya (Persero) Tbk and regarding to the
provisions of the Articles of Association of PT Waskita Karya (Persero), Tbk ”Company” , as
holders of Series A Dwiwarna Share, we hereby suggest to the Company's GMS to make changes
to the Company's Management as follows:

1. Respectfully dismiss the names below as members of the Company’s Board of Directors and
   Board of Commissioners:
       1) Mr. Mursyid – as President Director;
       2) Mr. Warjo – as Director of Operations III;
       3) Mr. I Gde Madde Kartikajaya – as Commissioner;
   each of whom was appointed based on the Decision of the Annual GMS for the 2021
   Financial Year dated 16 June 2022 in conjunction with the 2023 Extraordinary GMS dated
   14 February 2023 in conjunction with the Annual GMS for the 2021 Financial Year dated 25
   May 20223 and the Resolution of the Annual GMS for the 2021 Financial Year dated 16 June
   2022, with thanks for the contribution of labor and thoughts given while serving as Member
   of the Board of Directors and Member of the Board of Commissioners of the Company.

2. Change on the nomenclature of positions for members of the Company’s Board of Directors
   as follows:
       1) Initially the Director of Operations III was no longer there;
       2) Initially the Director of Finance and Risk Management become the Director of
           Finance.

3. Divert the assignment of Mr. Wiwi Suprihatno who was appointed based on the Annual GMS
   for the 2021 Fiscal Year on 16th June 2022, originally as Director of Finance and Risk
   Management become Director of Finance, with a term of office based on the GMS.

4. Appoint Mr. Muhammad Hanugroho as President Director of the Company.

5. Appointment of Mr. Muhammad Hanugroho as President Director of the Company as
   referred to in number 4, also carries out duties in the field of Risk Management.

6. The term of office of the appointed members of the Board of Directors and Board of
   Commissioners as referred to in number 4, in accordance with the provisions of the
   Company's Articles of Association, taking into account the laws and regulations in the Capital
   Market sector and without prejudice to the right of the GMS to dismiss them at any time.

7. With the dismissal, change in position nomenclature, transfer of duties, and appointment of
   members of the Board of Directors and Board of Commissioners as referred to in number
   1, number 2, number 3 and number 4, as well as the dismissal of member of the Board of
   Commissioners as referred to in number 1, the membership composition of the Company's
   Board of Directors and Board of Commissioners is as follows:

Board of Directors:
 1) President Director                                        : Muhammad Hanugroho
 2) Director of Human Capital Management, System              : Ratna Ningrum
     Development & Legal
 3) Director of Finance                                       : Wiwi Suprihatno
 4) Director of Business Development                          : Rudi Purnomo
 5) Director of Operation I & Quality, Safety, Health         : I Ketut Pasek Senjaya Putra
     and Environment
Page 4
 6)   Director of Operation II                              : Dhetik Ariyanto


Board of Commissioners:
 a. President Commissioner serving as Independent           : Heru Winarko
     Commissioner
 b. Commissioner                                            :   T. Iskandar
 c.  Commissioner                                           :   Dedi Syarif Usman
 e. Independent Commissioner                                :   Muradi
 f.  Independent Commissioner                               :   Muhamad Salim
 g. Independent Commissioner                                :   Addin Jauharudin

8. Board of Directors and Board of Commissioners who appointed based on point 4 who are
   still serving in other positions which prohibited by laws and regulations from concurrently
   serving as members of the Board of Directors or Board of Commissioners of a State-Owned
   Enterprise, then the person concerned must resign or be dismissed from his/her position.

9. To granted power of attorney with substitution rights to the Board of Directors of the
   Company to declare what was decided by this GMS in the form of a notarial deed and to
   appear before the Notary or the authorized official, and make necessary adjustments or
   improvements if required by the competent authorities for the purposes of implementing
   the contents of the meeting decisions.



                                 Jakarta, December 8th, 2023

                                  The Board of Directors

                             PT Waskita Karya (Persero) Tbk

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