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20230703_ANDI_Ringkasan Risalah//Risalah RUPS_31336353_lamp2.pdf
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Page 1 OCR 0.929
NOTARIS DESMAN, S.H., M.Hum. S.K. Mentori Kehakiman & Hak Asasi Manusia Republik Indonesia Nomor C-1185,HT.03.02-Th. 2002 Jl. Muara Karang Raya No.10, Jakarta 14450 . (021) 663 0318 (hu Fax. (021) 662 2143 1 To Whom It May Concern Number: 046.VI/N/2023 The undersigned below: DESMAN, S.H., M.Hum. Notary in North Jakarta Hereby informs: -Whereas PT ANDIRA AGRO Tbk, seated in East Jakarta (the “Company”) has held the Annual General Meeting of Shareholders (hereinafter will be refferred to as the “Meeting”) A. Implementation of the Meeting Day/Date : Monday, June 26, 2023 Venue : Meta Epsi Building Jl. Mayjend. Donald Isaac Panjaitan Kaveling 2 East Jakarta 13350 Time :09.24 to 09.59 Western Indonesian Time Agenda 1. Acceptance of the Annual Report of the Company including the ratification of Balance Sheet and Profit (Loss) of the Company for the fiscal year ended on December 31, 2022: 2. Determination of the amount of remuneration for all members of the Board of Commissioners and Board of Directors of the Company: 3. Appointment of the Public Accountant that will audit the Company's Financial Statements for the fiscal year ended on December 31, 2023: 4. Appointment of members of the Company's Board of Directors and Board of Commissioners. B. The Attendance of the Board of Commissioners and the Board of Directors The Meeting was attended by the Board of Commissioners and the Board of Directors: The Board of Commissioners Independent Commissioner 1 ANDRE HANDHIKA TESSAPUTRA THE The Board of Directors : President Director : FRANCIS INDARTO Director : KAHAR ANWAR C. The Number of Shareholders Attended at the Meeting The Meeting was attended by the shareholders and/or the proxies representing 5.731.373.000 shares which are 61,298& of the total shares with the valid voting rights issued by the Company.
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NOTARIS DESMAN, S.H., M.Hum. S.K. Monteri Kehakiman & Hak Asasi Manusia Republik Indonesia Nomor C-1188.HT.03.02-Th. 2002 Jl. Muara Karang Raya No.10, Jakarta 14450 . (021) 663 0318 (hu Fax. (021) 662 2143 T . The Number of Shareholders Attended at the Meeting The Meeting was attended by the shareholders and/or the proxies representing 5.731.373.000 shares which are 61,2984 of the total shares with the valid voting rights issued by the Company. . Mechanism of the Decission Making on the Meeting For each of the Meeting's agenda, after giving descriptions and explanations, the shareholders were given the opportunity to raise guestions, give feedbacks/opinions. Once there were no more guestions, feedbacks/opinions from the shareholders, the Meeting continued with resolutions adopted by voting using either ballot cards or through electronic media considering there was abstaining and dissenting votes from the shareholders. . Ouestions and Feedback Raised in Each of the Meeting's Agenda In all of the Meeting's agenda, there was no shareholder that raised guestion or provide responses. . The Voting Result of Each of the Meeting's Agenda The Meeting's resolutions were taken through voting under following results: Against Abstain Affirmative Total Affirmative Votes Notes Votes Votes Agenda 1 800 | 213.782.800 | 5.517.589.400| 5.731.372.200 (99,9994) Agenda 2 800 | 213.782.800 | 5.517.589.400| 5.731.372.200 (99,9994) Agenda 3 800 | 213.782.800 | 5.517.589.400| 5.731.372.200 (99,9994) Agenda 4 800 | 213.782.800| 5.517.589.400| 5.731.372.200 (99,9994) . Resolutions of the Meeting -The meeting resolved: « The First Agenda 1. Approved the Company's Annual Report for the fiscal year ended December 31, 2022, including the Company's Business Activity Report, the Board of Commissioners" Supervision Report: and 2. Approved and ratified the Company's Balance Sheet and Comprehensive Profit (Loss) for the fiscal year ended December 31, 2022 which had been audited by Public Accountant Firm Iskandar & Sulaeman with fair opinion in all material matters, as stated in the Independent's Auditor's Report Number: 00104/2.1362/AU.1/01/0397-1/1/IV/2023 dated April 27, 2023 as well as giving full release and discharge of responsibility (acguit et de charge) to the Board of Directors and the Board of Commissioners of the Company for the management and supervision that had been carried out during the fiscal year ended on December 31, 2022, to the extend that those actions are reflected in the Annual Report and related Financial Statements.
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NOTARIS DESMAN, S.H., M.Hum. S.K. Menteri Kehakiman & Hak Asasi Manusia Republik Indonesia Nomor C-1185.HT.03.02-Th. 2002 Jl. Muara Karang Raya No.10, Jakarta 14450 . (021) 663 0318 (hu: Fax. (021) 662 2143 T « The Second Agenda Approved the determination of remuneration to all members of the Board of Directors and Board of Commissioners of the Company at total amount of Rp1.200.000.000,- (one billion two hundred million rupiah) (before tax deduction) up to the end of the year 2023. « The Third Agenda Approved to give power of attorney and authorization to the Company's Board of Commissioner to appoint the Public Accountant Firm that registered at the Financial Services Authority to audit the Company's Financial Statements for the fiscal year ended December 31, 2023 and to authorize the Board of Commissioners to determine the fee and other terms related to the appointment. « The Fourth Agenda 1. Approved the honorable discharge of all members of the Board of Commissioners and Board of Directors of the Company in connection with the end of their term of office, starting from the closing of the Meeting accompanied by thanks and the highest appreciation for their services and contributions to the Company: 2. Approved the appointment of Mr. WILSON as President Commissioner and Mr. ANDRE HANDHIKA TESSAPUTRA THE as Independent Commissioner and Mr. FRANCIS INDARTO as President Director and Mr. KAHAR ANWAR as Director for a term of office starting from the closing of the Meeting until the closing of the Company's Annual General Meeting of Shareholders on year 2028 (two thousand twenty eight), so that henceforth the composition of the members of the Company's Board of Commissioners and the Board of Directors is as follows: BOARD OF COMMISSIONERS President Commissioner — : Mr. WILSON Independent Commissioner : Mr. ANDRE HANDHIKA TESSAPUTRA THE BOARD OF DIRECTORS President Director : Mr. FRANCIS INDARTO Director : Mr, KAHAR ANWAR 3. Approve to give authority and power to the Board of Directors of the Company with the right of substitution to take all actions related to the dismissal and appointment of the members of the Board of Directors and the Board of Commissioners of the Company mentioned above, including but not limited to making or asking to be drawn up and signing the deeds before a notary, and notify the competent authorities and take all necessary actions in accordance with the applicable laws and regulations.
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NOTARIS DESMAN, S.H., M.Hum. S.K. Menteri Kehakiman & Hak Asasi Manusia Republik Indonesia Nomor C-1185.HT.03.02-Th. 2002 Jl. Muara Karang Raya No.10, Jakarta 14450 Telp. (021) 663 0318 (hunting), Fax. (021) 662 2143 -Whereas the resolutions of the Meeting as above summarized, stated in the Deed of the Company's Annual General Meeting of Shareholders number 68 dated June 26, 2023, which minutes of the Meeting made by me, Notary. This letter is issued to be used as appropriate.
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