20250612_NELY_Ringkasan Risalah//Risalah RUPS_31894578_lamp2.pdf

  5. Determination of the composition of the Company's Board of Directors and
     Board of Commissioners


B. Members of the Board of Directors and the Board of Commissioners of the
   Company present at the meeting:
   The Board of Commissioners
  -President Commissioner               : Mr Koh Tji Beng
  -Commissioner                         : Mr Alias Bin Jumaat
  -Independent Commissioner             : Mr Djoko Soemarjanto

  The Director
  -President Director            : Ms Cynthia Sunarko
  -Director                      : Mr Fredyanto Parlindungan
   -Director                     : Ms Tjauw Yani
  -Director                      : Mr Eugene Sunarko


C. Attendance of Shareholders at the Annual General Meeting of Shareholders
   The meeting was attended by shareholders representing 2.012.064.300 shares or
   equal to 85,62% of 2.350.000.000 of all shares issued by the Company.

D. In the meeting, the Shareholders/their respective proxies were given the
   opportunity to ask questions and/or give their opinions regarding the
   agenda of the Meeting.
   At the end of the discussion of the Meeting, the Chairman of the Meeting has
   provided the opportunity for shareholders or their proxies who are present in the
   Meeting to raise questions and/or provide opinions regarding the agenda items of
   the Meeting.

E. Total of shareholders who raised questions and/or provided opinions
   regarding the agenda items of the Meeting
   There was no shareholder who asked questions and/or give an opinion for each
   agenda of the Meeting.



F. The procedure for making resolutions in the Meeting is as follows:
   The resolutions reached through deliberation to reach a consensus. In the event
   no consensus reached, hence it will be voting.

G. The results of decision-making carried out by voting, the number of votes
   and the percentage of decisions from the Meeting, based on all voting shares
   present at the Meeting, are as follows:

                                                            Number of Votes
               Agenda
                                                          Disagree       Abstain
                                         Approved
   First                                   100% Suara         0             26.800

   Second                                  100% Suara         0             26.800

   Third                                   100% Suara         0             34.500

   Fourth                                99,99% Suara        18.400         27.100

   Five                                  99,95% Suara       934.700         34.500




H. Resolutions of the Meeting is as follows:
     First Agenda of the Meeting
     1. To approve the Financial Statements of the Company on the condition and
        operations of the Company for the accounting year 2024 including the
        report on the supervisory duties of the Board of Commissioners of the
        Company for the accounting year ended 2024;
     2. Accepted and approval the Financial Statements of the Company for the year
        ended 2024, audited by the Public Accountant Firm Amir Abadi Jusuf,
        Aryanto, Mawar & Rekan with an unmodified opinion as stated in the
        Independent Auditor’s Report Number 00350/2.1030/AU.1/10/1115-2/1/III/2025
        dated March 25, 2025;
     3. Provide full release and discharge (volledig acquit et de charge) to the
        members of the Board of Directors and the Board of Commissioners for the
        management and supervision they have done during the year 2024, as long
        as the actions are reflected in the financial statements, which includes the
        Consolidated Financial Statements of the Company and its Subsidiaries for
        the Fiscal Year 2024.

Second Agenda of the Meeting
 Approved to determine the Company's Net Profit for the 2024 Financial Year,
 amounting to Rp. 240,854,974,574,- (two hundred forty billion eight hundred
 fifty four million nine hundred seventy four thousand five hundred seventy four
 rupiah) as follows:1. Amount Rp. 25.000.000,- twenty five million Rupiah)
 allocated as general reserve in compliance with the Limited Liability Company
 Law;
 1. IDR. 25,000,000,- (twenty five million rupiah) as general reserves in order to
     fulfill the provisions of the Limited Liability Company Law;
 2. IDR. 58,750,000,000,- (fifty eight billion seven hundred fifty million rupiah)
     or 24.39% (twenty four point three nine percent) of the net profit is
     distributed as dividends to Shareholders or IDR 25,- (twenty five rupiah) per
     share for the 2024 financial year, with the following details:
      a. Rp. 35,250,000,000,- (thirty five billion two hundred fifty million rupiah)
          as interim dividends to Shareholders or IDR15,- (fifteen rupiah) per
          share that has been distributed on December 27, 2024;
      b. Rp23,500,000,000,- (twenty three billion five hundred million rupiah) as
          dividends to Shareholders or Rp10,- (ten rupiah) per share that will be
          distributed according to the schedule that will be announced later;
 3. The remaining Rp182,079,974,574,- (one hundred eighty two billion seventy
     nine million nine hundred seventy four five hundred seventy four rupiah) or
     75.60% (seventy five point six zero percent) of net profit is recorded as
     retained earnings balance.

Third Agenda of the Meeting
1. Approve the appointment of the Public Accounting Firm (KAP) Amir Abadi
   Jusuf, Aryanto, Mawar & Rekan to conduct the audit of the Company's
   Financial Statements for the Financial Year 2025.
2. Authorize the Company's Board of Commissioners to:
    a. Appoint an alternate Public Accounting Firm (KAP) and establish the
        conditions and requirements for their appointment if the appointed KAP
        is unable to perform or continue its duties for any reason, including legal
        reasons and regulations in the capital markets sector, or if there is no
        agreement on the audit fee.
    b. Determine the honorarium or fee for audit services and other reasonable
        terms for the appointment of the KAP.

    Fourth Agenda of the Meeting
     1. Approve to determine the salary or honorarium of members of the
        Company's Board of Commissioners for 2025 to be the same as that
        received in 2024.
     2. Approve to authorize the Company's Board of Commissioners to determine
        the salaries or honorariums for members of the Company's Board of
        Directors.

    Five Agenda of the Meeting
    1. Approve the resignation of Mr. Fredyanto Parlindungan as Director of the
        Company based on the resignation letter dated May 22, 2025, so that the
        composition of the Board of Commissioners and Board of Directors of the
        Company as of the closing of this Meeting until the closing of the Annual
        General Meeting of Shareholders to be held in 2027, becomes as follows:
        The Board of Commissioners:
        1. President Commissioner             : Mr Koh Tji Beng
        2. Commissioner                       : Mr Alias Bin Jumaat
        3. Independent Commissioner           : Mr Djoko Soemarjanto

         Director:
         1. President Director         : Ms Cynthia Sunarko
         2. Director                   : Mr Eugene Sunarko
         3. Director                   : Mrs Tjauw Yani
         4. Director                   : Mr Eduard Halomoan

   1. Approve to authorize the Company's Board of Directors to take all necessary
      actions regarding changes in the management structure of the Company in
      accordance with applicable laws and regulations.

I. Schedule and Procedures for Dividend Distribution:
   Schedule for Cash Dividend Distribution:
   NO.                       Description                              Date
     1     Cum Dividen in Reguler dan Negotiation Markets             18 June 2025
     2     Ex Dividend in Regular and Negotiation Markets             19 June 2025
     3     Cum Dividend in Cash Market                                20 June 2025
     4     Ex Dividend in Cash Market                                 23 June 2025
     5     Recording Date of Cash Dividend                            20 June 2025
     6     Payment Date of Cash Dividend                              24 June 2025

Procedure for Dividend Distribution:
1. Cash dividends will be distributed to Shareholders whose names are recorded
   in the Company's Shareholder Register (recording date) on June 20th, 2025,
   and/or Shareholders in Securities Sub-Accounts at PT Kustodian Sentral Efek
   Indonesia (KSEI) as of the closing of trading on June 20th, 2025.
2. For Shareholders whose shares are held in collective custody with KSEI, cash
   dividends will be distributed on June 24th, 2025 through KSEI and credited to
   Customer Fund Accounts (RDN) at Securities Companies and/or Custodian
   Banks where Shareholders hold securities sub-accounts. For Shareholders
   whose shares are not held in collective custody with KSEI, cash dividends will be
   transferred to their respective bank accounts.
3. Cash dividends are subject to tax in accordance with prevailing tax regulations.
4. Pursuant to applicable tax regulations, cash dividends are exempt from tax if
   received by domestic corporate taxpayers ("WP Badan DN") and the Company
   does not withhold Income Tax on cash dividends paid to such WP Badan DN.
   Cash dividends received by domestic individual taxpayers ("WPOP DN") are
   exempt from tax as long as the dividends are invested within the territory of the
   Republic of Indonesia. For WPOP DN who do not meet the investment
   requirements as mentioned above, dividends received will be subject to Income
   Tax ("PPh") according to prevailing regulations, and such PPh must be self-
   reported and paid by the respective WPOP DN.
5. Shareholders may obtain confirmation of dividend payments through securities
   companies and/or custodian banks where Shareholders hold securities
   accounts. Shareholders are required to responsibly report the receipt of
   dividends in their tax filings for the relevant tax year, in accordance with
   prevailing tax regulations.
6. For Shareholders who are Foreign Taxpayers whose tax withholding rates are
   based on Double Taxation Agreement (DTA) rates, they must comply with the
   requirements of Director General of Taxes Regulation No. PER-25/PJ/2018
   concerning the Procedures for the Implementation of Double Taxation
   Agreements and submit proof of recording or receipt of documents to the
   Directorate General of Taxes website uploaded to KSEI or BAE in accordance
   with KSEI regulations and provisions. Without the required documents, Cash
   Dividends paid will be subject to Article 26 Income Tax (PPh) at a rate of 20% or
   another amount as stipulated by prevailing tax regulations.

                          Jakarta, June 12th, 2025
                   PT PELAYARAN NELLY DWI PUTRI Tbk.
                                  Director