20230927_CNTX_Penyampaian Bukti Iklan_31423310_lamp2.pdf

TORAY                                                                                                                         Page 2 of 4



The number of shares whose holders/owners or their proxies were present or represented at the Meetings are 51,559,200 (fifty-one
million five hundred fifty-nine thousand and two hundred) series A shares and 130,000,000 (one hundred and thirty million) series B
shares or 90.78% (ninety point seven eight percent) of all of the issued shares of the Company.


D. Giving the opportunity to ask questions and/or give opinions related to the agenda items of the Meetings
At each end of the discussion of each of the agenda item of the Meetings, the Chairman of the Meetings provided an opportunity to the
shareholders or their legal proxies who attended the Meetings to ask questions and/or give comments.


E. The number of shareholders who asked questions and/or gave opinions related to the agenda items of the Meetings
There was no shareholder or proxy of shareholder who raised questions and responses in all agenda items of the Meetings.


F. Meetings decision-making mechanism
In accordance with paragraph 23.8 of Article 23 of the Company’s Articles of Association which is also set out in the Procedural Rules for
the Meetings distributed to the shareholders and their proxies attending the Meetings, the adoption of resolutions were done by
deliberation to reach consensus. In case consensus is not reached, the resolutions shall be adopted by voting based on the affirmative
votes of more than 1/2 (half) of the total number of votes legally cast in the AGM for all of the resolutions of the AGM, whereas for the
EGM, resolutions shall be adopted by voting based on the affirmative votes of more than 2/3 (two third) of the total number of votes
legally cast in the EGM.


G. Results of voting for the resolutions of the Meetings
Because there are no shareholders or proxies of shareholders who do not approve or cast a blank vote for the proposed resolutions in all
the agenda items of the Meetings, no voting was conducted.


H. Resolutions of the Meeting
Resolutions of the AGM


First agenda item:
1. The Annual Report of Company was approved and the Financial Statements of the Company and the Report on the Supervisory Duties
of the Board of Commissioners of the Company, all for the accounting year ended on 31 March 2023 were ratified.
2. Full acquittal and discharge were given to the members of the Board of Directors of Company for all their managerial actions and the
performance of their authorities and to the members of the Board of Commissioners of the Company for their performance of the
supervisory actions during the accounting year ended on 31 March 2023, to the extent such actions are reflected in the approved Annual
Report of the Company and in the ratified Financial Statements of the Company.


Second agenda item:
It was determined that for the accounting year ended on 31 March 2023 there is no distribution of dividends to the shareholders of the
Company.


Third agenda item:
With reasons to avoid the possibility of the Company shall hold a General Meeting of Shareholders to designate a firm of public accountant
who differ from firm of public accountants who have been directly designated in the AGM, which is caused by changes in the firm of public
accountants for unforseen reason, the Board of Commissioners of the Company was authorized by the AGM:
1. to designate a Firm of Public Accountants who is registered with the Financial Services Authority (OJK) to audit the books of the
Company ending on 31 March 2024, provided that such firm of public accountants must be independent and having a good reputation;
and
2. to determine the honorarium of such Firm of Public Accountants and other terms of their designation.


Fourth agenda item:
1. It was approved to re-appoint:
- Mr. Toshiyuki Takahashi as the President Director of the Company;
- Mr. Muljadi Budiman as the Vice President Director of the Company;
- Mr. Tomoaki Nakajima as a Director of the Company;
- Mr. Teh Hock Soon as a Director of the Company;
- Mr. Suhardi Budiman as the President Commissioner of the Company;
- Mr. Kazuhiko Shiomura as a Commissioner of the Company; and
- Mr. Satryo Soemantri Brodjonegoro as the Independent Commissioner of the Company,
-all for the term of offices effective as of the closing of the AGM.




https://cs2.toray.co.jp/news/id/id_newsrrs01.nsf/0/FC9B1D7A3B4D9A2149258A35000E4... 9/26/2023

TORAY                                                                                                                         Page 3 of 4



2. It was approved to appoint Mr. Masamitsu Kamada as a Director of the Company, effective as of the closing of the AGM.
3. It was confirmed that the compositions of the Board of Directors and the Board of Commissioners of the Company for the term of
offices effective as of the closing of the AGM until the closing of the fourth subsequent Annual General Meeting of Shareholders of the
Company following the AGM are as follows:
Board of Directors:
-President Director : Mr. Toshiyuki Takahashi;
-Vice President Director : Mr. Muljadi Budiman;
-Director : Mr. Tomoaki Nakajima;
-Director : Mr. Teh Hock Soon; and
-Director : Mr. Masamitsu Kamada,
Board of Commissioners:
-President Commissioner : Mr. Suhardi Budiman;
-Commissioner : Mr. Kazuhiko Shiomura; and
-Independent Commissioner : Mr. Satryo Soemantri Brodjonegoro,
-provided that a General Meeting of Shareholders of the Company is entitled to discharge each member of the Board of Directors and/or
the Board of Commissioners of the Company at anytime for any reasons in accordance with the prevailing rules and regulations.
4. In connection with the composition of the Board of Directors and the Board of Commissioners of the Company referred to above, power
of attorney was conferred on the Board of Directors of the Company and/or Mr. Wawan Sunaryawan, SH, either jointly as well as
individually to state part or all resolutions adopted in the fourth agenda of the AGM in the Indonesian and/or English language in a notarial
deed in front of a Notary and to notify such compositions of the Board of Directors and the Board of Commissioners of the Company as
resolved in the fourth agenda of the AGM to the Minister of Laws and Human Rights of the Republic of Indonesia and to make any
amendments and/or additions to such notarial deed, if required by the competent authorities and to perform any and all other actions
necessary for the said purposes.
-This power of attorney is granted with the following provisions:
a. this power is granted with the right to delegate this power to other party;
b. this power shall be effective as of the closing of the AGM; and
c. the AGM agrees to ratify all acts performed by the attorney by virtue of this power of attorney.


Fifth agenda item:
1. The Board of Commissioners of the Company was authorized to determine the salaries and allowances for the members of the Board of
Directors of the Company for the accounting year ending on 31 March 2024.
2. It was determined that the remuneration for the members of the Board of Commissioners of the Company in the aggregate amount of
Rp12,000,000.00 (twelve million Rupiah) gross per annum, effective as of 1 April 2023 and the Board of Commissioners of the Company
was authorized to determine the allocation thereof.


EGM
1. Subject to the approval of the Minister of Law and Human Rights of the Republic of Indonesia (“MOL”), the removal of yarn spinning
business activities in the provisions concerning the Purposes and Objectives and Business Activities of the Company was approved, and
therefore Article 3 of the Company's Articles of Association is amended, which in its entirety then becomes as follows:


Objectives and Purposes and Business Activities
Article 3
3.1. The objectives and purposes of the Company are to be engaged in the field of industries weaving and cloth refinement.
3.2. To achieve the abovementioned objectives and purposes, the Company may perform the following business activities:
(a) to engage in the industry of weaving thread into cloth using a loom or other loom (Indonesian Standard Classification of Business
Fields: 13121);
(b) to engage in the industry of clothes refinement, including bleaching, dyeing and other finishing of cloth (Indonesian Standard
Classification of Business Field: 13132); and
(c) to market and sell the products referred to in letters (a) and (b) above, both domestic and export.
2. Power of attorney was conferred on the Board of Directors of the Company or Mr. Wawan Sunaryawan, SH to state the amendments to
the provisions of the Company’s Articles of Association as resolved in item 1 above, to make any amendments and or additions as deemed
necessary by the Board of Directors, and to restate other provisions in the Company’s Articles of Association which are not amended in a
deed in front of a notary and to do all required actions for the purpose of application for obtaining approval on the amendments to Article
3 of the Company’s Articles of Association to MOL and to make any amendments and or additions thereto, if required by the competent
authorities.
-This power of attorney is granted with the following conditions:
1. this power is granted with the right to delegate this power to other persons;




https://cs2.toray.co.jp/news/id/id_newsrrs01.nsf/0/FC9B1D7A3B4D9A2149258A35000E4... 9/26/2023

TORAY                                                                                                                       Page 4 of 4



2. this power shall be effective as of the closing of the EGM; and
3. the EGM agrees to ratify all acts performed by the attorney by virtue of this power of attorney.
Thus, this Minutes of the Meeting is made in accordance with the provision of paragraph (1) Article 51 of FSA Reg. 15/2020.
In compliance with the provisions of paragraph (4) and (5) of Article 68 of Law No. 40 Year 2007 regarding Limited Liability Companies, it
is herewith also announced that the Statements of Financial Position, the Statements of Comprehensive Income and Statements Cash
Flows of the Company for the period ended on 31 March 2023 which was ratified in the first agenda item of the Meeting is the same as
that was published in the daily newspapers Media Indonesia and Kontan on 28 July 2023.


Jakarta, 25 September 2023
Board of Directors of the Company




                                                       Copyright © 2023 TORAY INDUSTRIES, INC.




https://cs2.toray.co.jp/news/id/id_newsrrs01.nsf/0/FC9B1D7A3B4D9A2149258A35000E4... 9/26/2023