20250701_ADMF_Ringkasan Risalah//Risalah RUPS_31910471_lamp1.pdf

Unofficial Translation




The meeting was attended both physically and through the eASY.KSEI platform by:

a.   The Company's shareholders or their legal proxies amounted to 933,181,211 (nine
     hundred and thirty-three million one hundred and eighty-one thousand two hundred
     eleven) shares or represent 93.32% (ninety-three point three two percent) of the
     1,000,000,000 (one billion) shares which are all shares with valid voting rights that
     have been issued by the Company, taking into account the Company's Register of
     Shareholders on June 4, 2025 which closed at 16.00 Jakarta Time.

b.   The members of the Board of Commissioners, the Board of Directors and the Risk
     Oversight Committee who are physically present are as follows:

     -BOARD OF COMMISSIONERS:
        -President Commissioner         : Mr. DAISUKE EJIMA;
        -Independent Commissioners      : Mr. KRISNA WIJAYA;
        -Independent Commissioners      : Mr. MANGGI TARUNA HABIR; and
        -Commissioner                   : Mr. HONGGO WIDJOJO KANGMASTO*).

     -BOARD OF DIRECTORS:
        -President Director         : Mr. I DEWA MADE SUSILA;
        -Director                   : Mrs. SWANDAJANI GUNADI;
        -Director                   : Mr. HARRY LATIF;
        -Director                   : Mr. DENNY RIZA FARIB;
        -Director                   : Mr. SIGIT HENDRA GUNAWAN;
        -Director                   : Mr. SYLVANUS GANI KUKUH MENDROFA;
                                      and
        -Director                   : Mr. RICKY GUNAWAN*).

        *) Effective in office after passing the Fit and Proper Test from the OJK

     -RISK MONITORING COMMITTEE:
        -Member                                 :   Mr. RIO ERRIAD.


c.   Members of the Board of Commissioners, Board of Directors, Sharia Supervisory
     Board, Audit Committee and Governance Committee who attended via video
     conference zoom webinar application were as follows:

     -BOARD OF COMMISSIONERS:

        -Commissioner               : Mr. CONGSIN CONGCAR.


     -BOARD OF DIRECTORS:

        -Director                   : Mr. TAKANORI MIZUNO.


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     -SHARIA SUPERVISORY BOARD:
        -Chairman                    :   Mr. DR. H. FATHURRAHMAN DJAMIL (Prof.
                                         DR. H. FATHURRAHMAN DJAMIL, M.A);
        -Member                      :   Mr. DR. H. NOOR ACHMAD, M.A., DRS.
                                         (Prof. DR. DRS. H. NOOR ACHMAD, M.A.,
                                         DRS.); and
        -Member                      :   Mrs. RINI FATMA KARTIKA (DR. RINI
                                         FATMA KARTIKA, M.H.).
     AUDIT COMMITTEE:
        -Member                      :   Mr. JUSUF SUKIMAN; and
        -Member                      :   Mrs. RESTIANA IE TJOE LINGGADJAYA.

     -CORPORATE GOVERNANCE COMMITTEE:
        -Member                      :     Mrs. DIYAH SASANTI.

The Notification, Announcement and Invitation and revision of the Invitation to the
Meeting have been carried out in accordance with the provisions of the Company's Articles
of Association and OJK Regulation ("POJK") Number 15/POJK.04/2020 concerning the
Plan and Implementation of the General Meeting of Shareholders of Public Companies,
which are as follows:
- Notification of the plan to hold the Meeting and the agenda of the Meeting to the OJK
  and PT Bursa Efek Indonesia ("Bursa"), on Wednesday, May 14, 2025, respectively;
- Announcement to shareholders of the upcoming Meeting through the website of the
  Exchange, the website of PT Kustodian Sentral Efek Indonesia ("KSEI"), and the
  Company's website, namely www.adira.co.id (hereinafter referred to as the "Company's
  website"), on Wednesday, May 21, 2025;
- Invitation to shareholders to attend the Company's Meeting on Thursday, June 5, 2025
  and revised invitation on Wednesday, June 25, 2025, through the Exchange's website,
  KSEI's website, and the Company's website.
In each agenda of the Meeting, shareholders and/or their proxies are given the opportunity
to ask questions and/or provide opinions related to the agenda of the Meeting.

There were questions on the agenda of the First Meeting, from the owners of 35,100 (thirty-
five thousand one hundred) shares in the Company and have been answered by the
Company's Board of Directors.

The decision-making mechanism related to the agenda of the Meeting is deliberation for
consensus.
In the event that the deliberation for consensus is not reached, the decision is taken by
voting, namely:
- For the First agenda, the decision is valid if it is approved by more than 3/4 (three-
  quarters) of the shares with voting rights present at the Meeting.

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Unofficial Translation




- for the Second and Fifth agendas, the decision is valid if it is approved by more than 2/3
  (two-thirds) of the total number of voting shares present or represented at the Meeting.

- for the Third and Fourth agendas, the decision is valid if approved by 1/2 (one-half) of
  the total number of voting shares present or represented in the Meeting.

An abstention vote is considered to be the same vote as the majority of shareholders cast.

In the Meeting, decisions were taken which are basically as follows:

I.   In the First agenda:

     a.   a total of 48,000 (forty-eight thousands) shares or representing 0.005144% (zero
          point zero zero five one four four percent) declared abstaining;

     b.   a total of 11,492,900 (eleven million four hundred ninety two thousand nine
          hundred) shares or 1.231583% (one point two three one five eight three percent)
          expressed disagreement;

     c.   A total of 921,640,311 (nine hundred and twenty-one million six hundred and
          forty thousand three hundred eleven) shares or representing 98.763273% (ninety-
          eight point seven six three two seven three percent) expressed agreement.

     Since the abstention vote is deemed to be the same as the vote of the majority of the
     shareholders cast, then, at the Meeting with a vote of 921,688,311 (nine hundred and
     twenty-one million six hundred eighty-eight thousand three hundred eleven) shares or
     representing 98.768417% (ninety-eight point seven six eight four four seven percent)
     of all the shares with valid voting rights present at the Meeting decided:

     1. To approve the merger between the Company and PT MANDALA
        MULTIFINANCE Tbk ("MFIN"), in accordance with the terms and conditions as
        contained in the Merger Plan, whereby MFIN will act as the merging company,
        and the Company will act as the merging recipient company ("Merger"), including:

          a. The Merger Plan which has been prepared jointly by the Company's Board of
             Directors and MFIN, and has received approval from the Board of
             Commissioners of the Company and MFIN, along with all its amendments that
             have been announced and notified;

          b. The draft of Merger Deed and all its amendments, as well as other transaction
             documents in connection with the Merger;

     2. To approve and authorize the Board of Directors of the Company without
        exception, to take any and all necessary actions in connection with the execution
        of the Merger as referred to above, including but not limited to:

          a. To carry out the necessary matters in accordance with the terms and conditions
             as contained in the Merger Plan and the draft of Merger Deed, to appear or be

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            present before the Notary for the purpose of carrying out the Merger, based on
            the decision of the First Meeting Agenda, including to declare the decision of
            the First Meeting Agenda in one deed statement of the decision of the meeting
            or more made before the Notary, give, obtain and/or receive any information
            and/or documents, paraphrase and/or sign any document, including
            amendments, changes, variations and additions to the Merger documents, make
            reports and notifications to the authorized parties/officials in connection with
            the Merger, set the time for the execution of the Merger Deed and take all
            necessary actions in connection with the Merger Plan and the Merger Deedd,
            obtaining approval and/or receipt of notifications, including from the Minister
            of Law of the Republic of Indonesia;

         b. In the event of cancellation of the Merger plan, to make an announcement on
            the cancellation of the Merger plan and take all necessary actions in accordance
            with the terms and conditions as referred to in the Merger Plan and the Merger
            Deed between the Company and MFIN.

II. In the Second Agenda:

    a.   a total of 48,000 (forty-eight thousand) shares or representing 0.005144% (zero
         point zero zero five one four four percent) declared abstaining;

    b.   A total of 9,758,500 (nine million seven hundred and fifty-eight thousand five
         hundred) shares or 1.045724% (one point zero four five seven two four percent)
         expressed disagreement;

    c.   A total of 923,374,711 (nine hundred and twenty-three million three hundred and
         seventy-four thousand seven hundred eleven) shares or representing 98.949132%
         (ninety-eight point nine four nine one three two percent) expressed their
         agreement.

    Since the abstention vote is deemed to be the same as the vote of the majority of the
    shareholders cast, then, at the Meeting with a vote of 923,422,711 (nine hundred and
    twenty-three million four hundred and twenty-two thousand seven hundred eleven) of
    the shares or representing 98.954276% (ninety-eight point nine five four two seven six
    percent) of all the shares with valid voting rights present at the Meeting decided:

    1.          Approved the issuance of 235,803,109 (two hundred and thirty-five million
         eight hundred and three thousand one hundred nine) of new shares with a nominal
         value of Rp100.00 (one hundred rupiah) per share to MFIN's shareholders as a
         result of the Merger and subsequently amending the provisions of Article 4
         paragraph (2) of the Company's Articles of Association in connection with the
         increase in the Company's issued and paid-up capital from the original
         Rp100,000,000,000, 00 (one hundred billion rupiah) to Rp123,580,310,900.00
         (one hundred and twenty-three billion five hundred and eighty million three
         hundred ten thousand nine hundred rupiah), which will be effective on the
         effective date of the Merger.


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Unofficial Translation




     2. To approve and authorize with the right of substitution, to the Board of Directors
        of the Company to carry out all necessary actions in connection with the
        amendment of Article 4 paragraph (2) of the Company's Articles of Association
        and the composition of the Company's shareholders as a result of the Merger
        based on the decision of the Second Meeting Agenda, including to declare the
        decision of the Second Meeting Agenda in one deed of statement of the decision
        of the meeting or more made before the Notary, by taking into account the
        provisions of the Company's Articles of Association and applicable laws and
        regulations;

     3. Ratify and approve any and every action that has been taken by the Board of
        Directors and/or the Board of Commissioners of the Company without any
        exception in connection with matters related to the amendment of Article 4
        paragraph (2) of the Company's Articles of Association and the composition of
        the Company's shareholders as a result of the Merger by taking into account the
        provisions of the Company's Articles of Association and applicable laws and
        regulations.

III. In the Third agenda:

    a.    a total of 72,100 (seventy-two thousand one hundred) shares or representing
          0.007726% (zero point zero zero seven seven two six percent) declared abstaining;

    b.    A total of 9,758,500 (nine million seven hundred and fifty-eight thousand five
          hundred) shares or 1.045724% (one point zero four five seven two four percent)
          expressed disagreement;

    c.    A total of 923,350,611 (nine hundred and twenty-three million three hundred fifty
          thousand six hundred eleven) shares or representing 98.946550% (ninety-eight
          point nine four six five five zero percent) expressed their agreement.

    Since the abstention vote is deemed to be the same as the vote of the majority of the
    shareholders cast, then, at the Meeting with a vote of 923,422,711 (nine hundred and
    twenty-three million four hundred and twenty-two thousand seven hundred eleven) of
    the shares or representing 98.954276% (ninety-eight point nine five four two seven six
    percent) of all the shares with valid voting rights present at the Meeting decided to:

         1. Approve the re-appointment of members of the Board of Commissioners, Board
            of Directors, and Sharia Supervisory Board of the Company as the Merger
            Recipient Company which will be effective on the effective date of the Merger
            and after being declared to have passed the fit and proper test by the OJK, with
            a term of office that will end at the close of the Annual GMS of the Company
            to be held in 2029, without prejudice to the right of the GMS of the Company
            to dismiss at any time:

            -BOARD OF COMMISSIONERS

                -President Commissioner       : Mr. DAISUKE EJIMA;

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Unofficial Translation




              -Independent Commissioners : Mr. KRISNA WIJAYA;
              -Independent Commissioners : Mr. MANGGI TARUNA HABIR;
              -Commissioner              : Mr. CONGSIN CONGCAR;
              -Commissioner              : Mr. HONGGO WIDJOJO KANGMASTO;

           -MANAGEMENT

              -President Director      : Mr. I DEWA MADE SUSILA;
              -Director                : Mrs. SWANDAJANI GUNADI;
              -Director                : Mr. NIKO KURNIAWAN BONGGOWARSITO;
              -Director                : Mr. HARRY LATIF;
              -Director                : Mr. DENNY RIZA FARIB;
              -Director                : Mr.     SYLVANUS    GANI  KUKUH
                                         MENDROFA;
              -Director                : Mr. TAKANORI MIZUNO;
              -Director                : Mr. SIGIT HENDRA GUNAWAN;
              -Director                : Mr. RICKY GUNAWAN;
           -SHARIA SUPERVISORY BOARD

              -Head                    : Mr. DR. H. FATHURRAHMAN DJAMIL
                                         (Prof. DR. H. FATHURRAHMAN DJAMIL,
                                         M.A);
              -Member                  : Mr. DR. H. NOOR ACHMAD, M.A., DRS.
                                         (Prof. DR. DRS. H. NOOR ACHMAD, M.A.,
                                         DRS.);
              -Member                  : Mrs. RINI FATMA KARTIKA (DR. RINI
                                         FATMA KARTIKA, M.H.).

       2. Agreeing in the event that the members of the Board of Directors, Board of
          Commissioners, and Sharia Supervisory Board of the Company after the
          Merger are declared unapproved/declared not to have passed the fit and proper
          test conducted by the OJK, the appointment of the Board of Directors, Board of
          Commissioners, and the Sharia Supervisory Board of the Company after the
          Merger is considered to be never effective, and therefore the Company does not
          need the approval of the General Meeting of Shareholders of the Company to
          cancel the appointment has been done by the Company priorly.

       3. Authorize with the right of substitution to the Company's Board of Directors to
          carry out all necessary actions in connection with the reappointment of members
          of the Board of Directors, Board of Commissioners, and Sharia Supervisory
          Board of the Company after the Merger based on the decision of the Third
          Meeting Agenda, including to declare the decision of the Third Meeting Agenda
          in one deed statement of the decision of the meeting or more made before the
          Notary, Submit a notification of changes in the Company's data to the Minister
          of Law of the Republic of Indonesia.

IV. In the Fourth Agenda:


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Unofficial Translation




    a.    a total of 48,000 (forty-eight thousand) shares or representing 0.005144% (zero
          point zero zero five one four four percent) declared abstaining;

    b.    A total of 9,758,500 (nine million seven hundred and fifty-eight thousand five
          hundred) shares or 1.045724% (one point zero four five seven two four percent)
          expressed disagreement;

    c.    A total of 923,374,711 (nine hundred and twenty-three million three hundred and
          seventy-four thousand seven hundred eleven) shares or representing 98.949132%
          (ninety-eight point nine four nine one three two percent) expressed their
          agreement.

    Since the abstention vote is deemed to be the same as the vote of the majority of the
    shareholders cast, then, at the Meeting with a vote of 923,422,711 (nine hundred and
    twenty-three million four hundred and twenty-two thousand seven hundred eleven) of
    the shares or representing 98.954276% (ninety-eight point nine five four two seven six
    percent) of all the shares with valid voting rights present at the Meeting decided:

         1.   Approved the change in the composition of the Company's controlling
              shareholders as a result of the Merger from previously PT BANK DANAMON
              INDONESIA         Tbk      as    the    sole    controlling    shareholder     to
              PT BANK DANAMON INDONESIA Tbk and MUFG BANK, Ltd, which will
              be effective upon passing the fit and proper test by the OJK and on the effective
              date of the Merger.

         2.   Authorize with the right of substitution to the Company's Board of Directors to
              carry out all necessary actions in connection with the change of the controlling
              shareholders of the Company based on the decision of the Fourth Meeting
              Agenda, including to declare the decision of the Fourt Meeting Agenda in one
              deed of the statement of the decision of the meeting or more made before the
              Notary, submit the notification of the change in the Company's data to the
              Minister of Law of the Republic of Indonesia.


V. In the Fifth agenda:

    a.    a total of 48,000 (forty-eight thousand) shares or representing 0.005144% (zero
          point zero zero five one four four percent) declared abstaining;

    b.    there are no dissenting voices;

    c.    A total of 933,133,211 (nine hundred and thirty-three million one hundred and
          thirty-three thousand two hundred eleven) shares or representing 99.994856%
          (ninety-nine point nine nine four eight five six percent) expressed their agreement.

    Since the abstention vote is deemed to be the same as the vote of the majority
    shareholders cast, then, at the Meeting with a vote of 933,181,211 (nine hundred and
    thirty-three million one hundred and eighty-one thousand two hundred eleven) shares

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    or representing 100% (one hundred percent) of all the shares with valid voting rights
    present at the Meeting decided:

       -To approve the buyback of shares belonging to shareholders of the Company who
       did not approve the Merger and to request the Company to purchase its shares at
       the price and procedure of the requirements as stated in the Abridged Merger Plan
       and the disclosure of information in connection with the share buyback ("Share
       Buyback") by the Company, including:
       a.    To approve and authorize with the right of substitution, to the Company's
             Board of Directors to carry out any and all actions without any exceptions in
             connection with matters related to the implementation of the Share Buyback
             based on the decision of the Fifth Meeting Agenda, including to declare the
             decision of the Fifth Meeting Agenda in one deed of the statement of the
             decision of the meeting made before the Notary by taking into account the
             provisions of the Company's Articles of Association and regulations
             applicable legislation;
       b.    Ratify and approve any and every action that has been taken by the Board of
             Directors and/or the Board of Commissioners of the Company without any
             exceptions in connection with matters related to the Share Repurchase by
             taking into account the provisions of the Company's Articles of Association
             and applicable laws and regulations.

Thus, this resume is submitted prior to a copy of the deed of the Minutes of the
Extraordinary General Meeting of Shareholders made by me, the Notary, on June 30, 2025
deed Number 113 which I will immediately send to the Company after completion of the
work.

                                                        Sincerely,
                                                        __


                                                        ____________________
                                                        MALA MUKTI, S.H., LL.M.
                                                        Notary in Jakarta




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