20250605_KARW_Pemanggilan RUPS_31892885_lamp1.pdf

    the Company’s annual report and consolidated financial statements consecutively, obtain approval
    and ratification from the General Meeting of Shareholders (“GMS”) of the Company.

1.2. Explanation
     The Company has prepared the Annual Report for the financial year ended by December 31, 2024
     which also includes the Report of the Board of Commissioners and Consolidated Financial Statement
     for the financial year ended on December 31, 2024 had been audit by Accountant Public Rintis,
     Jumadi, Rianto & Partner (a member of the PricewaterhouseCoopers Indonesia).

    Furthermore, the Company has submitted the audited of Consolidate Financial Statement for the
    financial year ended on December 31, 2024 referred to above to the Financial Service Authority
    (“OJK”) and the Indonesia Stock Exchange (“IDX”) on April 19, 2025.

    Under this agenda, the Company will propose to the AGMS to approve the Annual Reports for the
    2024 financial year and to ratify the Consolidated Financial Statements for the financial year ended
    December 31, 2024.



1.3. Supporting Materials
     The Company’s Annual Report for 2024 has been available for download on the Company’s website
     at www.meratusjasaprima.com Since May 5, 2025.




                                        [AGENDA NO.2]
  Proposed Allocation of the Company’s Net Profit for the Financial Year Ended December 31, 2024



2.1. Background
     Referring to the provisions of (i) Article 71 paragraph 1 of the Company Law; (ii) Article 11 paragraph
     4 letter c of the Company's Articles of Association; and (iii) Article 22 of the Company's Articles of
     Association, the allocation of the Company’s net profit shall be determined by the GMS.

2.2. Explanation

   Under this agenda, the allocation of the Company’s net profit for the financial year ended December
   31, 2024, will be determined by the RUPS.

2.3. Supproting Material
    Disclosure of the Company’s profit can be further accessed on the Company’s website at
    www.meratusjasaprima.com through the link to Company’s 2024 Annual Report and the Consolidated
    Financial Statements for the financial year ended December 31, 2024.




                                         [AGENDA NO.3]
          Approval of the Appoitment of Public Accountant and/or Public Accounting Firm.



3.1. Background

   Based on the provisions of Article 68 paragraph 1 letter (c) of the Company Law, the Financial
   Statements of a public company must be submitted to a public accountant for audit. Furthermore,
   pursuant to the POJK 15/2020 concerning the Planning and Implementation of the General Meeting
   of Shareholders of Public Companies, the appointment and dismissal of a public accountant who will
   provide audit services on the annual historical financial information must be decided in the RUPS by
   taking into account the recommendation of the Board of Commissioners.



3.2. Explanation

   In order to select a Public Accounting Firm to audit the Company’s books and records for the 2025
   financial year, the Company seeks approval from the AGMS to authorize and grant power to the Board
   of Commissioners, taking into consideration the recommendation of the Audit Committee, to
   determine and appoint the Public Accounting Firm that will audit the Company’s financial statements
   for the year ending December 31, 2025.

                                          [AGENDA NO.4]
     Granting authority to the Board of Commisioners of the Company to design, determine and
    implement the remuneration system including honorarium, allowance, salary, bonuses and/or
    other remuneration for members of the Board of Directors and Board of Commissioners of the
                                Company for the 2025 financial year


4.1. Background

   Based on the provisions of Article 94 paragraph 1 Company Law and Article 17 paragraph 4 of the
   Company’s Articles of Association, the honorarium, allowances, and salaries for members of the Board
   of Directors are determined by the RUPS based on the recommendation of the Board of
   Commissioners. Furthermore, Article 108 paragraph 1 Company Law, Article 109 paragraph 1
   Company Law, and Article 20 paragraph 5 of the Company’s Articles of Association stipulate that the
   honorarium, allowances, and salaries for members of the Board of Commissioners and the Board of
   Directors are determined by the RUPS.


4.2. Explanation

   Under this agenda, it’s proposed to approve the granting of authority to the board of Commissioners
   as the executor of the Company remuneration function to determined the honorarium or salary and
   allowance for member of the Board of Commissioners and Directors of the Company for the 2025
   financial year.



                                           [AGENDA NO.5]

            Approval of change to the composisition of the Management of the Company



5.1. Backgrounds

   Pursuant to the provisions of (i) Article 94 Clause (1) and Article 111 Clause (1) of the COMPANY LAW;
   (ii) Article 3 dan Article 23 POJK 33/2014; and (iii) Article 17 clause (3) of the Company’s Article
   Association, member of the Board of Directors are appointed by the GMS.

5.2. Explanation

   The appointment of members of the Board of Directors is carried out in accordance with the
   provisions of the Company’s Articles of Association and other applicable regulations.
   Subsequently, the Company proposes to the shareholders at the Annual General Meeting of
   Shareholders (AGMS) to:
   (i) accept the resignations of Mr. Farid Belbouab and Mr. A. Ravi Menon from their respective
   positions as President Director and Director of the Company; and
   (ii) resolve and approve the appointment of Mr. Heri Cahyono as the new President Director of the
   Company, replacing Mr. Farid Belbouab.

   Accordingly, the composition of the Company’s Board of Directors shall be as follows:

     Board of Directors
     President Director       :   Heri Cahyono
     Director                 :   Marcel Menaro
     Director                 :   Arie Ardian Menaro
     Director                 :   Heru Adiwaskito


   The term of office for the Board of Directors, including those currently serving, shall continue until the
   close of the fifth Annual General Meeting of Shareholders (AGMS) following the appointment of the
   members of the Board of Directors on July 22, 2022, which will be at the AGMS held in 2027.

5.3. Supporting Materials

   The following are the curriculum vitae of Mr. Heri Cahyono:

                                            HERI CAHYONO



PROFILE SUMMARY

Over 20 years of experience in the shipping, port, terminal, and logistics industries. Currently entrusted
with leading and collaborating with a dynamic team of professionals to ensure effective and efficient
company operations. Strong track record in maintaining productive relationships with clients,
stakeholders, and shareholders across the maritime and logistics sectors.



PROFESSIONAL EXPERIENCE

General Manager
PT Nilam Port Terminal Indonesia (NPTI)
May 2023 – Present

A subsidiary of Meratus Group (a joint venture with PT Salam Pacific Indonesia Lines/SPIL), collaborating
with various business partners, including the Pelindo Group.



Regional Operations Manager
PT Meratus Line
2018 – April 2023

Responsible for stakeholder communication, including Pelindo Group, Ministry of Transportation,
container terminals, INSA, APTRINDO, and ORGANDA. Accountable for operational productivity, budget
control, and tariff implementation.

Land Operations Manager
PT Meratus Line
January 2016 – December 2017

Managed container utilization, container depots, and heavy equipment allocation across all terminals
where Meratus Line operated (at the time, 30 ports in Indonesia and Timor-Leste).



Vessel Allocation Plan & Bunkering Manager
PT Meratus Line
January 2013 – December 2015

Managed the allocation and routing of more than 50 vessels operated by Meratus Line to meet customer
demands while ensuring optimal schedules and cost efficiency.

Oversaw bunkering activities in accordance with international standards and ensured the efficient
operation of the fleet.



EDUCATION

Bachelor’s Degree – Statistics
Institut Teknologi Sepuluh November (ITS)
1994 – 1999

Master’s Degree – Terminal and Logistics Management
Institut Teknologi Sepuluh November (ITS)
2017 – 2019

Advanced Professional Diploma – Port Management & Terminal Operations
Lloyd's Maritime Institute
2024