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20231228_FLMC_Ringkasan Risalah//Risalah RUPS_31562704_lamp2.pdf

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Page 1
                                                               Bandung, December 22nd 2023
Number         : 3/MY/NOT/XII/2023
Subject        : Resume of Annual
                 General Meeting of Shareholders
                 PT FALMACO NONWOVEN INDUSTRI, Tbk


                                    To. PT FALMACO NONWOVEN INDUSTRI, Tbk.
                                       Jalan Raya Padalarang Number 289
                                       West Bandung Regency


Sirs/Madams,
The following is the Resume of the Annual General Meeting of Shareholders 2022
(hereinafter referred to as Meeting) of PT FALMACO NONWOVEN INDUSTRI, Tbk., having
its domicile in West Bandung Regency, (hereinafter referred to as Company),


a. Held on:
       Day/Date       : Friday/ December 22nd 2023
       Time           : 10.15 WIB to 11.00 WIB
       Place          : Mason Pine Hotel
                       Kota Baru Parahyangan
                       West Bandung


  - The meeting was held based on Regulation of the Financial Services Authority Number
     15/POJK.04/2020 regarding Plan and Organization of the General Meeting of Shareholders
     of Public Company (“POJK Number 15/2020”).


b. Attendance
  - Board of Directors:
    - President Director               : Mr DANIEL MULJADI HANAFI
    - Director                         : Mr FREDDY HANAFI


  - Board of Commissioners:
    - President Commissioner           : Mrs THERESIA INDRA WIRAWAN
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  - Independent Commissioner          : Mr TSUN TIEN WEN LIE


 - Shareholders:
  - 625,037,100 (six hundred twenty-five million thirty seven thousand and one hundred)
     shares or representing 80% (eighty) percent of the total of 781,250,000 (seven hundred
     eighty-one thousand two hundred and fifty thousand) shares.
     - Conditions regarding the quorum of attendance as regulated in Article 23 Paragraph 1
        letter a of Company’s Articles of Association and Article 86 Paragraph 1
        Law Number 40 of 2007 regarding Limited Liability Company as partially amended
        by Law Number 6 of 2023 regarding Stipulation of Government Regulation in lieu of
        Law Number 2 of 2022 regarding Job Creation into Law which requires that the
        attendance of representing shareholders to be more than 1/2 (half) of the total issued
        shares shall be fulfilled.


c. MEETING AGENDA
 1. To approve the granting of dispensation for:
     i. the delay in the organization of the Company Annual General Meeting of Shareholders
        and for not organizing or not yet organizing the Company Annual General Meeting of
        Shareholders for the accounting year 2022 within the deadline for the organization of
        the Annual General Meeting of Shareholders as regulated in the applicable laws and
        regulations (including Law Number 40 of 2007 regarding Limited Liability Company
        as partially amended by Law Number 6 of 2023 regarding Stipulation of Government
        Regulation in lieu of Law Number 2 of 2022 regarding Job Creation into Law) and the
        Articles of Association,
   ii. the delay in the making of the Annual Report (including the Company's Activity
        Report and Company Financial Statement) for the accounting year 2022 within the
        deadline for the making of the Annual Report as regulated in the applicable laws and
        regulations (including Limited Liability Company) and the Articles of Association.
 2. To approve, certify, and ratify the Annual Report for the accounting year 2022 including
   among others the Company's Activity Report and Company Financial Statement for the
   accounting year 2022, and therefore to fully release and discharge (acquit et decharge) all
   members of the Board of Commissioners and Board of Directors from all supervisory and
   managerial actions that have been performed during the accounting year 2022, to the extent
Page 3
   that the actions do not constitute criminal acts.
 3. To approve, certify, and ratify the Annual Report for the accounting year that ends on
   December 31st, 2022, including among others the Company's Activity Report and the
   Financial Statement for the accounting year 2022, audited by Public Accounting
   Firm Richard Risambessy & Budiman, as a Registered Public Accountant in Jakarta, as
   stated in the Independent Auditor Report, dated October 31st, 2023, Report
   Number 00084/3.0430/AU.1/04/1496-1/1/X/2023.
 4. Approval and verification of the Board of Directors Report regarding the Company’s
   course of business and the Company’s financial administration for the accounting year that
   ends on December 31st, 2022 as well as the approval and verification of the Financial
   Statement, including the Company’s Balance Sheet and Profit/Loss Statement for the
   accounting year that ends on December 31st, 2022, audited by the Independent Public
   Accountant, and approval of the Annual Report, the Board of Commissioners supervisory
   duty report, and to fully release and discharge (acquit et decharge) all members
   of the Board of Commissioners and Board of Directors from all supervisory and
   managerial actions that have been performed during the accounting year that ends on
   December 31st, 2022.
 5. Stipulation of the use of the Company’s net profit for the accounting year that ends on
   December 31st, 2022.
 6. Stipulation of the salary and benefits of the Board of Directors which will be implemented
   with due regard to the input or recommendation of the Company’s Remuneration and
   Nomination Committee.
 7. Appointment of a public accountant who will provide audit services for the Financial
   Statement for the accounting year that ends on December 31st, 2023.
 8. To approve and certify realization of the use of proceeds from the Initial Public Offering
   Company until the date for organization of the Annual General Meeting of Shareholders
   for the accounting year 2022.


d. PROCEDURE FULFILLMENT
 In accordance with the provision of Article 21 of the Company’s Articles of Association,
 provision of Article 81, Article 82, and Article 83 of Law Number 40 of 2007 regarding
 Limited Liability Company as partially amended by Law Number 6 of 2023 regarding
 Stipulation of Government Regulation in lieu of Law Number 2 of 2022 regarding Job
Page 4
  Creation into Law and POJK 15/2020, the Board of Directors have performed the following:
  1. Submitted a notification regarding the plan for the organization of the Meeting to
    the Financial Services Authority (“OJK”) through letter Number 051-Corsec/RUPST-
    2022/XI/2023, dated November 8th, 2023.
  2. Announced the Notification regarding the Meeting plan on November 8th, 2023, through
    eASY KSEI website, Indonesian Exchange and OJK websites, as well as the Company’s
    website.
  3. Announced the Call for Annual General Meeting of Shareholders on November 30th, 2023
    through eASY KSEI website, Indonesian Exchange and OJK websites, as well as the
    Company’s website.


e. MEETING AGENDA DECISION-MAKING MECHANISM
  In accordance with the Meeting Rules and Regulations that have been read, for every
  discussion of the Meeting Agenda, the Shareholders were offered an opportunity to ask
  questions and submit ideas or opinions before the vote.
  Afterward, it was followed by a vote by show of hands and/or calculation of the submitted
  votes, including through the electronic system. Shareholders who voted disagree or abstain
  from the vote were requested to submit their voting card to the Officer and the voting results
  were announced by the Notary.


f. MEETING DISCUSSION
  FIRST MEETING AGENDA
  - The meeting offered an opportunity for the attending Shareholders or Proxy of
    Shareholders to ask questions regarding the First Meeting Agenda.
  - During the questions and answers session, none of the attending Shareholders or Proxy of
    Shareholders asked any questions.
  - Meeting Decision-Making:
    - The following number is obtained from the calculation results:
      - The total valid votes are 625,037,100 (six hundred twenty-five million thirty seven
         thousand and one hundred) votes
      - 0 (zero) negative votes
      - 0 (zero) abstain votes
      (Based on the provisions of Article 23 Paragraph 11 of the Company’s Articles of
Page 5
    Association, the abstain votes are deemed to cast the same vote as the majority of the
    voting shareholders in the Meeting).
  - Therefore, the total affirmative votes are 625,037,100 (six hundred twenty-five million
     thirty seven thousand and one hundred) votes or representing 100% (one hundred
     percent) of the total valid votes in the Meeting.
     Henceforth, the requirements of votes as stipulated in Article 23 Paragraph 1 letter c of
     the Company’s Articles of Association have been fulfilled.


SECOND, THIRD, AND FOURTH MEETING AGENDAS
- Explanation of the agendas is carried out simultaneously and continuously.
- The meeting offered an opportunity for the attending Shareholders or Proxy of
  Shareholders to ask questions regarding the Second, Third, and Fourth Meeting Agendas.
- During the questions and answers session, none of the attending Shareholders or Proxy of
  Shareholders asked any questions.
  1. Second Meeting Agenda
     - The following number is obtained from the calculation results:
        - The total valid votes are 625,037,100 (six hundred twenty-five million thirty
           seven thousand and one hundred) votes
        - 0 (zero) negative votes
        - 0 (zero) abstain votes
        (Based on the provisions of Article 23 Paragraph 11 of the Company’s Articles of
        Association, the abstain votes are deemed to cast the same vote as the majority of the
        voting shareholders in the Meeting).
     - Therefore, the total affirmative votes are 625,037,100 (six hundred twenty-five
        million thirty seven thousand and one hundred) votes or representing 100% (one
        hundred percent) of the total valid votes in the Meeting.
        Henceforth, the requirements of votes as stipulated in Article 23 Paragraph 1 letter c
        of the Company’s Articles of Association have been fulfilled.


  2. Third Meeting Agenda
      - The following number is obtained from the calculation results:
        - The total valid votes are 625,037,100 (six hundred twenty-five million thirty
           seven thousand and one hundred) votes
Page 6
        - 0 (zero) negative votes
        - 0 (zero) abstain votes
        (Based on the provisions of Article 23 Paragraph 11 of the Company’s Articles of
        Association, the abstain votes are deemed to cast the same vote as the majority of the
        voting shareholders in the Meeting).
     - Therefore, the total affirmative votes are 625,037,100 (six hundred twenty-five
        million thirty seven thousand and one hundred) votes or representing 100% (one
        hundred percent) of the total valid votes in the Meeting.
        Henceforth, the requirements of votes as stipulated in Article 23 Paragraph 1 letter c
        of the Company’s Articles of Association have been fulfilled.


  3. Fourth Meeting Agenda
     - The following number is obtained from the calculation results:
        - The total valid votes are 625,037,100 (six hundred twenty-five million thirty
           seven thousand and one hundred) votes
        - 0 (zero) negative votes
        - 0 (zero) abstain votes
        (Based on the provisions of Article 23 Paragraph 11 of the Company’s Articles of
        Association, the abstain votes are deemed to cast the same vote as the majority of the
        voting shareholders in the Meeting).
     - Therefore, the total affirmative votes are 625,037,100 (six hundred twenty-five
        million thirty seven thousand and one hundred) votes or representing 100% (one
        hundred percent) of the total valid votes in the Meeting.
        Henceforth, the requirements of votes as stipulated in Article 23 Paragraph 1 letter c
        of the Company’s Articles of Association have been fulfilled.


FIFTH MEETING AGENDA
- The meeting offered an opportunity for the attending Shareholders or Proxy of
  Shareholders to ask questions regarding the Fifth Meeting Agenda.
- During the questions and answers session, none of the attending Shareholders or Proxy of
  Shareholders asked any questions.
- Meeting Decision-Making:
  - The following number is obtained from the calculation results:
Page 7
     - The total valid votes are 625,037,100 (six hundred twenty-five million thirty seven
        thousand and one hundred) votes
     - 0 (zero) negative votes
     - 0 (zero) abstain votes
     (Based on the provisions of Article 23 Paragraph 11 of the Company’s Articles of
     Association, the abstain votes are deemed to cast the same vote as the majority of the
     voting shareholders in the Meeting).
  - Therefore, the total affirmative votes are 625,037,100 (six hundred twenty-five million
     thirty seven thousand and one hundred) votes or representing 100% (one hundred
     percent) of the total valid votes in the Meeting.


SIXTH MEETING AGENDA
- The meeting offered an opportunity for the attending Shareholders or Proxy of
  Shareholders to ask questions regarding the Sixth Meeting Agenda.
- During the questions and answers session, none of the attending Shareholders or Proxy of
  Shareholders asked any questions.
- Meeting Decision-Making:
  - The following number is obtained from the calculation results:
     - The total valid votes are 625,037,100 (six hundred twenty-five million thirty seven
        thousand and one hundred) votes
     - 0 (zero) negative votes
     - 0 (zero) abstain votes
     (Based on the provisions of Article 23 Paragraph 11 of the Company’s Articles of
     Association, the abstain votes are deemed to cast the same vote as the majority of the
     voting shareholders in the Meeting).
  - Therefore, the total affirmative votes are 625,037,100 (six hundred twenty-five million
     thirty seven thousand and one hundred) votes or representing 100% (one hundred
     percent) of the total valid votes in the Meeting.


SEVENTH MEETING AGENDA
- The meeting offered an opportunity for the attending Shareholders or Proxy of
  Shareholders to ask questions regarding the Seventh Meeting Agenda.
- During the questions and answers session, none of the attending Shareholders or Proxy of
Page 8
  Shareholders asked any questions.
- Meeting Decision-Making:
  - The following number is obtained from the calculation results:
     - The total valid votes are 625,037,100 (six hundred twenty-five million thirty seven
        thousand and one hundred) votes
     - 0 (zero) negative votes
     - 0 (zero) abstain votes
     (Based on the provisions of Article 23 Paragraph 11 of the Company’s Articles of
     Association, the abstain votes are deemed to cast the same vote as the majority of the
     voting shareholders in the Meeting).
  - Therefore, the total affirmative votes are 625,037,100 (six hundred twenty-five million
     thirty seven thousand and one hundred) votes or representing 100% (one hundred
     percent) of the total valid votes in the Meeting.


EIGHTH MEETING AGENDA
- The meeting offered an opportunity for the attending Shareholders or Proxy of
  Shareholders to ask questions regarding the Eighth Meeting Agenda.
- During the questions and answers session, none of the attending Shareholders or Proxy of
  Shareholders asked any questions.
- Meeting Decision-Making:
  - The following number is obtained from the calculation results:
     - The total valid votes are 625,037,100 (six hundred twenty-five million thirty seven
        thousand and one hundred) votes
     - 0 (zero) negative votes
     - 0 (zero) abstain votes
     (Based on the provisions of Article 23 Paragraph 11 of the Company’s Articles of
     Association, the abstain votes are deemed to cast the same vote as the majority of the
     voting shareholders in the Meeting).
  - Therefore, the total affirmative votes are 625,037,100 (six hundred twenty-five million
     thirty seven thousand and one hundred) votes or representing 100% (one hundred
     percent) of the total valid votes in the Meeting.
Page 9
g. MEETING AGENDA DECISION
 1. Received & approved the granting of dispensation for:
     i. the delay in the organization of the Company Annual General Meeting of Shareholders
        and for not organizing or not yet organizing the Company Annual General Meeting of
        Shareholders for the accounting year 2022 within the deadline for the organization of
        the Annual General Meeting of Shareholders as regulated in the applicable laws and
        regulations (including Law Number 40 of 2007 regarding Limited Liability Company
        as partially amended by Law Number 6 of 2023 regarding Stipulation of Government
        Regulation in lieu of Law Number 2 of 2022 regarding Job Creation into Law) and the
        Articles of Association.
   ii. the delay in the making of the Annual Report (including the Company's Activity
        Report and Company Financial Statement) for the accounting year 2022 within the
        deadline for the making of the Annual Report as regulated in the applicable laws and
        regulations (including Limited Liability Company) and the Articles of Association.
 2. Approved, certified, and ratify the Annual Report for the accounting year 2022 including
   among others the Company's Activity Report and Company Financial Statement for the
   accounting year 2022, and therefore fully released and discharged (acquit et decharge) all
   members of the Board of Commissioners and Board of Directors from all supervisory and
   managerial actions that have been performed during the accounting year 2022, to the extent
   that the actions did not constitute criminal acts.
 3. Approved, certified, and ratified the Annual Report for the accounting year that ends on
   December 31st, 2022, including among others the Company's Activity Report and the
   Financial Statement for the Accounting Year 2022.
 4. Received and approved the Annual Report including the Board of Commissioners’
   supervisory duty report for the accounting year that ends on December 31st, 2022 and the
   Board of Directors' accountability to the Shareholders consisting of the Company’s
   Balance Sheet and Profit/Loss Statement for the accounting year that ends on December
   31st, 2022, and fully released and discharged (acquit et decharge) all members of
   the Board of Commissioners and Board of Directors from all supervisory and
   managerial actions that have been performed during the accounting year that ends on
   December 31st, 2022.
Page 10
  5. Approved the use of the Company’s accumulated net profit for the accounting year that
     ends on December 31st, 2022 signed by the Board of Directors consisting of the
     Company’s Comprehensive Profit/Loss Statement which records a comprehensive profit of
      - Rp-18.037.140.795,00 (minus eighteen billion thirty seven million one hundred and
        fourty-seven thousand seven hundred and ninety-five Rupiah), with details as follows:
        - The Company’s net loss of Rp-18.037.140.795,00 (minus eighteen billion thirty
           seven million one hundred and fourty-seven thousand seven hundred and ninety-five
           Rupiah) will be used as Reduce Retained Earnings for the following accounting year.
  6. Approved the granting of authority to the Board of Commissioners to determine
     the honorarium, benefits, salary, bonuses and/or other remuneration of the Board of
     Directors.
  7. Approved the delegation of authority to the Board of Commissioners to designate another
     public accounting firm that will audit the Financial Statement for the accounting year that
     ends on December 31st, 2023.
  8. Approve the Report on the Realization of the Use of Proceeds from the Initial Public
     Offering Company until the date for organization of the Annual General Meeting of
     Shareholders for the accounting year 2022.


The Meeting Minutes hereinabove are set forth in a deed dated December 22nd 2023, Number
16, made by me, Notary.
Copy of the deed is currently under the completion process at our office.


This resume is hereby submitted prior to the copy of the deed as referred to hereinabove that will
be sent immediately by me, Notary, to the Company after its completion.


                                                                 Yours Sincerely,
                                                           Notary in Bandung Regency




                                                        MAYASARI SOEGIHARTO, S.H.

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