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ANNOUNCEMENT
SUMMARY MINUTES
ANNUAL GENERAL MEETING OF SHAREHOLDERS 2025
PT ADARO MINERALS INDONESIA TBK
PT ADARO MINERALS INDONESIA TBK, domiciled in South Jakarta, hereby announces that on Monday, June 2nd, 2025, the Annual General
Meeting of Shareholders 2025 of PT ADARO MINERALS INDONESIA TBK (“the Company”) (hereinafter referred to as “the Meeting”)
was held offline at Caroline Astor Ballroom, The St. Regis Jakarta, Rajawali Place, Jl. H.R. Rasuna Said Kav. B/4, Setiabudi, Jakarta Selatan and
online using KSEI Electronic General Meeting System (“eASY.KSEI”) provided by PT Kustodian Sentral Efek Indonesia (“KSEI”). The Meeting
was commenced at 09:47 Western Indonesian Time, with the summary minutes as follows:
A. The members of the Board of Commissioners and the Board of Directors attending the Meeting
The Board of Commissioners:
- Garibaldi Thohir, acting as the Company’s President Commissioner;
- M. Syah Indra Aman, acting as the Company’s Commissioner;
- Lie Luckman, acting as the Company’s Commissioner;
- Julius Aslan, acting as the Company’s Commissioner;
- Ir. Mohammad Effendi, acting as the Company’s Independent Commissioner; and
- Drs. Budi Bowoleksono, acting as the Company’s Independent Commissioner.
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The Board of Directors:
- Christian Ariano Rachmat, acting as the Company’s President Director;
- Iwan Dewono Budiyuwono, acting as the Company’s Vice President Director;
- Hendri Tamrin, acting as the Company’s Director;
- Totok Azhariyanto, acting as the Company’s Director;
- Heri Gunawan, acting as the Company’s Director; and
- Wito Krisnahadi, acting as the Company’s Director.
B. Quorum of Shareholder Attendance and Quorum of Meeting Resolutions
Whereas the provisions on the attendance quorum and the resolution quorum of the Meeting are as follows:
1. For the first to the fifth agenda, pursuant to article 41 point 1 (a) of the Regulation of the Financial Services Authority of the Republic of
Indonesia (FSA) number 15/POJK.04/2020 on the Plan and Implementation of General Meeting of Shareholders of Public Companies
(“POJK 15/2020”) and article 13 point 2 (a) (1) of the Company’s articles of association (“the Articles of Association”), the quorum
for shareholder attendance in the Meeting is more than ½ (one half) of the number of shares with valid voting rights attend the Meeting
or are represented by their legitimate proxies in the Meeting, and pursuant to article 41 point 1 (c) of POJK 15/2020 and article 13 point
2 (a) (3) of the Articles of Association, the Meeting’s resolutions are valid if they are approved by more than ½ (one half) of the total
shares with voting rights that attend the Meeting.
2. For sixth and seventh agenda, pursuant to article 42 letter (a) of POJK 15/2020 and article 13 point 3 (a) of the Company’s articles of
association, the quorum for shareholder attendance in the Meeting is minimum ⅔ (two thirds) of the number of shares with valid voting
rights attend the Meeting or are represented by their legitimate proxies in the Meeting, and pursuant to article 42 letter (b) of POJK.
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15/2020 and article 13 point 3 (b) of the Articles of Association, the Meeting resolutions are valid if they are approved by more than 2/3
(two thirds) of the total shares with voting rights that attend the Meeting.
The Meeting was attended by the Company’s Shareholders or Shareholder Proxies totaling 37,080,775,351 (thirty-seven billion eighty
million seven hundred seventy-five thousand and three hundred and fifty-one) shares or 90.701% (ninety point seven zero one percent) out
of 40,882,331,500 (forty billion eight hundred eighty-two million three hundred thirty-one thousand and five hundred) shares, which is the
total shares issued by the Company until the Meeting date.
In accordance with POJK 15/2020, the provisions on the attendance quorum and resolution quorum in the Meeting have been FULFILLED.
Therefore, the Meeting was valid and qualified to make valid and binding resolutions.
C. Meeting Agenda
1. Approval for the Company’s Annual Report and the Ratification of the Company’s Consolidated Financial Statements for the Fiscal Year
of 2024;
2. Determination on the Appropriation of the Company’s Net Income for the Fiscal Year of 2024;
3. Appointment of the Public Accounting Firm and Public Accountant to Audit the Company’s Consolidated Financial Statements for the
Fiscal Year of 2025;
4. Determination of Honorarium or Salary and Allowances for the Company’s Board of Commissioners and Board of Directors for the
Fiscal Year of 2025;
5. Changes in the Composition of the Company’s Board of Directors and Board of Commissioners;
6. Change in the Company’s Name; and
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7. Adjustment of Article 3 of the Company’s Articles of Association.
D. Question & Answer Session
Prior to making resolutions, the Meeting Chairperson granted the opportunity to the Shareholders to submit questions in the discussion of
each Meeting agenda. There was 1 (one) Shareholder who submitted a question on the discussion of the first Meeting agenda.
E. Mechanism of Resolutions
The resolutions were made under deliberation for consensus mechanism; in the event that the resolutions under deliberation for consensus
were not achieved, the resolutions would be made by voting counted based on the total “agree”, “disagree”, and “abstain” votes.
F. Meeting Resolutions
First Meeting Agenda
Number of 1 (one) person
Shareholders
Conveying (a)
Question(s)
Voting Result Agree Abstain Disagree
Meeting Approved with 37,080,761,151 (thirty-seven 229,229,500 (two hundred twenty- 14,200 (fourteen thousand two
Majority Votes billion eighty million seven nine million two hundred twenty- hundred) shares or 0.000% (zero
hundred sixty-one thousand one point zero zero zero percent) out of
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hundred fifty-one) shares or nine thousand and five hundred) the total votes attending the
99.999% (ninety-nine point nine shares. Meeting.
nine nine percent) out of the total - Pursuant to the provision of article
votes attending the Meeting. 47 of POJK 15/2020 and article
13 point (9) of the Articles of
Association, the Shareholders
with valid voting rights who
attend the Meeting but do not
vote, or abstain, are deemed to
vote for the same options as the
majority votes of the Shareholders
who vote.
Resolutions on the First 1. Approved the Company’s Annual Report for the fiscal year of 2024 on the Company’s activities and
Meeting Agenda management for the year 2024, which had been signed by the Company’s Board of Directors and
Board of Commissioners.
2. Ratified the Company’s Consolidated Financial Statements for the fiscal year ending on December
31st, 2024, which had been audited by Mr. Daniel Kohar, S.E., CPA from the Public Accounting Firm
Rintis, Jumadi, Rianto & Rekan (a member of PricewaterhouseCoopers global network in Indonesia)
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as stated in the report of February 27th, 2025, with an unqualified opinion for all material respects
based on the Financial Accounting Standards applicable in Indonesia.
With the approval for the Company’s Annual Report for the fiscal year of 2024, and the ratification of the
Company’s Consolidated Financial Statements for the fiscal year ending on December 31st, 2024, the
AGMS granted the full release and discharge (acquit et de charge) to the members of the Company’s Board
of Directors and Board of Commissioners for the management and supervisory actions carried out in the
fiscal year of 2024.
Second Meeting Agenda
Number of Zero
Shareholders
Conveying (a)
Question(s)
Voting Result Agree Abstain Disagree
Meeting Approved with 37,080,775,151 (thirty-seven 229,229,500 (two hundred twenty- 200 (two hundred) shares or 0.000%
Majority Votes billion eighty million seven nine million two hundred twenty- (zero point zero zero zero percent)
hundred seventy-five thousand one nine thousand and five hundred) out of the total votes attending the
hundred fifty-one) shares or shares. Meeting.
99.999% (ninety-nine point nine
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nine nine percent) out of the total - Pursuant to the provision of article
votes attending the Meeting. 47 of POJK 15/2020 and article
13 point (9) of the Articles of
Association, the Shareholders
with valid voting rights who
attend the Meeting but do not
vote, or abstain, are deemed to
vote for the same options as the
majority votes of the Shareholders
who vote.
Resolutions on the Approved the appropriation of net income attributable to the owners of the parent entity of the Company
Second Meeting for the fiscal year of 2024 in the amount of US$436,656,873 (four hundred thirty-six million six hundred
Agenda fifty-six thousand eight hundred and seventy-three United States dollars), as follows:
1. A total of US$4,366,569 (four million three hundred sixty-six thousand five hundred sixty-nine United
States dollars) booked as the mandatory reserves fund to fulfill the provision of article 70 and 71 of
Law No. 40/2007 on Limited Liability Companies as amended by the Government Regulation in lieu
of Law no. 2 of 2022 on Job Creation as enacted into a law based on Law no. 6 of 2023 on the Enactment
of Government Regulation in lieu of Law of the Republic of Indonesia No. 2 of 2022 concerning Job
Creation into Law (“LLC Law”).
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2. A total of US$120,000,000 (one hundred twenty million United States dollars) distributed as cash
dividend to all of the Company’s shareholders.
In the implementation, the Company’s Board of Directors is granted authority to, on their own
discretion, take any decision and/or action they deem to be necessary for the distribution/payment of
the cash dividend, and with regard to the exercise of such authority, the Company’s Board of Directors
can delegate authority (with substitution right) to the party or parties they appoint.
3. A total of US$312,290,304 (three hundred twelve million two hundred ninety thousand three hundred
and four United States dollars) appropriated as the Company’s retained earnings.
Third Meeting Agenda
Number of zero
Shareholders
Conveying (a)
Question(s)
Voting Result Agree Abstain Disagree
Meeting Approved with 37,080,775,151 (thirty-seven 229,243,400 (two hundred twenty- 200 (two hundred) shares or 0.000%
Majority Votes billion eighty million seven nine million two hundred forty-three (zero point zero zero zero percent)
hundred seventy-five thousand one thousand and four hundred) shares. out of the total votes attending the
hundred fifty-one) shares or Meeting.
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99.999% (ninety-nine point nine - Pursuant to the provision of article
nine nine percent) out of the total 47 of POJK 15/2020 and article
votes attending the Meeting. 13 point (9) of the Articles of
Association, the Shareholders
with valid voting rights who
attend the Meeting but do not
vote, or abstain, are deemed to
vote for the same options as the
majority votes of the Shareholders
who vote.
Resolutions on the Approved to reappoint the Public Accounting Firm Rintis, Jumadi, Rianto & Rekan (a member of
Third Meeting Agenda PricewaterhouseCoopers global network in Indonesia) and appoint public accountant Firman Sababalat,
CPA to be the engagement partner for auditing the Company’s financial statements for the current fiscal
year which will end on December 31st, 2025, based on the proposal of the Company’s Board of
Commissioners, which has taken into consideration the recommendation letter of the Company’s Audit
Committee of April 21st, 2025, or the successor in the event of replacement, which is appointed and/or
approved by the Company’s Board of Commissioners.
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Fourth Meeting Agenda
Number of zero
Shareholders
Conveying (a)
Question(s)
Voting Result Agree Abstain Disagree
Meeting Approved with 37,080,440,151 (thirty-seven 229,228,600 (two hundred twenty- 335,200 (three hundred thirty-five
Majority Votes billion eighty million four hundred nine million two hundred twenty- thousand and two hundred) shares or
forty thousand one hundred fifty- eight thousand and six hundred) 0.000% (zero point zero zero zero
one) shares or 99.999% (ninety- shares. percent) out of the total votes
nine point nine nine nine percent) - Pursuant to the provision of article attending the Meeting.
out of the total votes attending the 47 of POJK 15/2020 and article
Meeting. 13 point (9) of the Articles of
Association, the Shareholders
with valid voting rights who
attend the Meeting but do not
vote, or abstain, are deemed to
vote for the same options as the
majority votes of the Shareholders
who vote.
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Resolutions on the Approved to grant the authority to the Company’s Board of Commissioners as the executor of the
Fourth Meeting Agenda Company’s nomination function to determine the honorarium or salary and allowances for the Company’s
Board of Commissioners and Board of Directors for the fiscal year of 2025 by taking into account the
Company’s financial condition.
Fifth Meeting Agenda
Number of zero
Shareholders
Conveying (a)
Question(s)
Voting Result Agree Abstain Disagree
Meeting Approved with 36,179,922,186 (thirty-six billion 229,228,600 (two hundred twenty- 900,853,165 (nine hundred million
Majority Votes one hundred seventy-nine million nine million two hundred twenty- eight hundred fifty-three thousand
nine hundred twenty-two thousand eight thousand and six hundred) one hundred sixty-five) shares or
one hundred eighty-six) shares or shares. 2.429% (two point four two nine
97.570% (ninety-seven point five - Pursuant to the provision of article percent) out of the total votes
seven zero percent) out of the total 47 of POJK 15/2020 and article attending the Meeting.
votes attending the Meeting. 13 point (9) of the Articles of
Association, the Shareholders
with valid voting rights who
attend the Meeting but do not
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vote, or abstain, are deemed to
vote for the same options as the
majority votes of the Shareholders
who vote.
Resolutions on the Fifth 1. Approved the change in the composition of the Company’s Board of Directors and Board of
Meeting Agenda Commissioners, from currently consisting of:
Board of Directors
President Director : Christian Ariano Rachmat
Vice President Director : Iwan Dewono Budiyuwono
Director : Hendri Tamrin
Director : Heri Gunawan
Director : Totok Azhariyanto
Director : Wito Krisnahadi
Board of Commissioners
President Commissioner : Garibaldi Thohir
Commissioner : M. Syah Indra Aman
Commissioner : Lie Luckman
Commissioner : Julius Aslan
Independent Commissioner : Ir. Mohammad Effendi
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Independent Commissioner : Drs. Budi Bowoleksono
to consisting of:
Board of Directors
President Director : Iwan Dewono Budiyuwono
Director : Hendri Tamrin
Director : Heri Gunawan
Director : Totok Azhariyanto
Director : Wito Krisnahadi
Board of Commissioners
President Commissioner : Garibaldi Thohir
Commissioner : Michael William P. Soeryadjaya
Commissioner : M. Syah Indra Aman
Independent Commissioner : Ir. Mohammad Effendi
Independent Commissioner : Lindawati Gani
as of the closure of this Meeting until August 31st, 2026, and therefore, the AGMS granted the full
release and discharge (acquit et de charge) to (i) Christian Ariano Rachmat from his position as the
Company’s President Director, (ii) Iwan Dewono Budiyuwono from his position as the Company’s
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Vice President Director, (iii) Lie Luckman and Julius Aslan from their positions individually as the
Company’s Commissioner, and (iv) Drs. Budi Bowoleksono from his position as the Company’s
Independent Commissioner, and on all actions taken to perform their respective responsibilities
during their term of service as the members of the Company’s Board of Directors and Board of
Commissioners, as of the closure of this Meeting.
2. Granted the absolute authority to the Company’s Board of Directors to, on their own discretion, take
any decision and/or action they deem proper or necessary for the implementation of the changes in the
compositions of the Company’s Board of Directors and Board of Commissioners, including but not
limited to restating the resolutions concerning the changes to the compositions of the Company’s Board
of Directors and Board of Commissioners in notarial deeds, notifying them to the Minister of Law of
the Republic of Indonesia, registering them in the company registrar, and with regard to the
implementation of such authority, the Company’s Board of Directors can delegate authority (with
substitution right) to the party or parties they appoint.
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Sixth Meeting Agenda
Number of zero
Shareholders
Conveying (a)
Question(s)
Voting Result Agree Abstain Disagree
Meeting Approved with 37,080,775,151 (thirty-seven 229,242,700 (two hundred twenty- 200 (two hundred) shares or 0.000%
Majority Votes billion eighty million seven nine million two hundred forty-two (zero point zero zero zero percent)
hundred seventy-five thousand one thousand and seven hundred) shares. out of the total votes attending the
hundred fifty-one) shares or - Pursuant to the provision of article Meeting.
99.999% (ninety-nine point nine 47 of POJK 15/2020 and article
nine nine percent) out of the total 13 point (9) of the Articles of
votes attending the Meeting. Association, the Shareholders
with valid voting rights who
attend the Meeting but do not
vote, or abstain, are deemed to
vote for the same options as the
majority votes of the Shareholders
who vote.
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Resolutions on the Sixth 1. Approved the change of the Company’s name from PT Adaro Minerals Indonesia Tbk to PT Alamtri
Meeting Agenda Minerals Indonesia Tbk, which therefore will amend article 1 point (1) of the Company’s articles of
association on the Company’s name.
2. Granted the absolute authority to the Company’s Board of Directors to, on their own discretion, take
any decision and/or action they deem proper or necessary for the implementation of the change of the
Company’s name, including but not limited to restating the resolutions concerning the change of the
Company’s name in a notarial deed, applying for the approval of the Minister of Law of the Republic
of Indonesia, registering it in the company registrar, and with regard to the implementation of such
authority, the Company’s Board of Directors can delegate authority (with substitution right) to the
party or parties they appoint.
Seventh Meeting Agenda
Number of zero
Shareholders
Conveying (a)
Question(s)
Voting Result Agree Abstain Disagree
Meeting Approved with 37,080,775,151 (thirty-seven 229,243,800 (two hundred twenty- 200 (two hundred) shares or 0.000%
Majority Votes billion eighty million seven nine million two hundred forty-three (zero point zero zero zero percent)
hundred seventy-five thousand one thousand and eight hundred) shares.
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hundred fifty-one) shares or - Pursuant to the provision of article out of the total votes attending the
99.999% (ninety-nine point nine 47 of POJK 15/2020 and article Meeting.
nine nine percent) out of the total 13 point (9) of the Articles of
votes attending the Meeting. Association, the Shareholders
with valid voting rights who
attend the Meeting but do not
vote, or abstain, are deemed to
vote for the same options as the
majority votes of the Shareholders
who vote.
Resolutions on the 1. Approved the plan to adjust the Indonesian Standard of Industrial Classification (“ISIC” or “KBLI”)
Seventh Meeting code 70100 (Head-Office Activities) stated in article 3 of the Company’s articles of association to be
Agenda KBLI code 64200 (Holding-Company Activities), including adjusting the provision of article 3 of the
Company’s article of association on the Company’s Purpose and Objective as well as Business
Activities, whereby such adjustment does not represent any change to Business Activities as defined in
FSA Regulation No. 17/POJK.04/2020 on Material Transactions and Changes in Business Activities.
2. Granted absolute authority to the Company’s Board of Directors to, at their own discretion, take any
decision and/or action they deem proper or necessary for executing the adjustment to such KBLI code,
including but not limited to restating the resolution concerning such adjustment to the KBLI code in
a notarial deed in accordance with the proposed adjustment to the Company’s articles of association,
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applying for the approval of the Minister of Law of the Republic of Indonesia, registering it in the
company registrar, and with regard to the implementation of such authority, the Company’s Board of
Directors can delegate authority (with substitution right) to the party or parties they appoint.
The Meeting was concluded at 11.14 Western Indonesian Time.
G. Distribution Schedule and Mechanism for the Cash Dividend
Based on the resolution of the second agenda of the Meeting, the distribution schedule and mechanism of the cash dividend are as follows:
Distribution Schedule of the Cash Dividend:
Remarks Date
a. Announcement of the schedule and mechanism for the distribution of cash dividend on IDX’s website
June 3rd, 2025
(www.idx.co.id) and the Company’s website (www.adarominerals.id)
b. The date for recording the Shareholders who are entitled to cash dividend (“Recording Date”) June 16th, 2025
c. Announcement of conversion rate (using Bank Indonesia’s middle rate) and the Company’s website for cash
June 16th, 2025
dividend distribution
d. Regular and negotiated market:
• Cum dividend June 12th, 2025
• Ex dividend June 13th, 2025
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e. Cash market:
• Cum dividend June 16th, 2025
• Ex dividend June 17th, 2025
f. Distribution of cash dividend to the Shareholders June 20th, 2025
Distribution Mechanism of the Cash Dividend:
1. This announcement shall serve as the official announcement from the Company and the Company will not issue any separate
announcement to its shareholders.
2. The cash dividend will be distributed to the Company’s shareholders listed on the Company’s list of shareholders on June 16th, 2025
(Recording Date) up to 16:00 Western Indonesian Time (“the Shareholders”).
3. The cash dividend will be distributed to the Shareholders in rupiah currency by referring to Bank Indonesia’s middle rate on the
Recording Date as the conversion rate. The Company will report and announce the conversion rate on the FSA’s e-reporting system,
IDX’s website and the Company’s website on June 16th, 2025.
4. The Shareholders whose shares are recorded in the collective custody of PT Kustodian Sentral Efek Indonesia (“KSEI”) will receive
the cash dividend through the holders of the accounts at KSEI. The written confirmation on the distributed cash dividend will be
submitted by KSEI to the securities firms and/or custodian banks, and the shareholders will subsequently receive the information on
the matter from the respective securities firm and/or custodian bank of their account.
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5. The provisions of income tax deduction on the distribution of the cash dividend to foreign shareholders (foreign tax payers) are:
a. The income tax deduction for the Shareholders domiciled in the countries with no tax treaty with the government of Indonesia shall
refer to article 26 of Law No. 36 of 2008 on the Fourth Amendment to Law No. 7 of 1983 on Income Tax, in which the withholding
tax rate is 20% (twenty percent) of gross amount.
b. The income tax deduction for the Shareholders domiciled in the countries with a tax treaty with the government of Indonesia shall
refer to the treaty, which generally applies lower withholding tax rate. However, to take advantage of the tax treaty, the shareholders
must submit the authentic copy of Certificate of Domicile issued by the Tax Authority of their respective country, which shall be
valid as at the Recording Date. The authentic copy of the document must be submitted no later than June 16th, 2025 at 16.00 Western
Indonesian Time to:
- KSEI through the account holders appointed by the Shareholders (for the Shareholders whose shares are kept / recorded at
collective custody); or
- the Company’s Bureau of Securities Administration (for the Shareholders with share scrips).
If the authentic copy of the document is not submitted until the said deadline, the cash dividend to be distributed will be deducted with
income tax Article 26 with the tax rate of 20% (twenty percent).
6. The withholding tax proof for the cash dividend for the Company’s Shareholders recorded on KSEI’s collective custody (scripless)
and the Shareholders with share scrips may be obtained from the Company’s Securities Administration Bureau.
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This announcement of the Summary Minutes of Meeting is in the fulfillment of Article 51 of POJK 15/2020.
Jakarta, June 3rd, 2025
PT ADARO MINERALS INDONESIA TBK
THE BOARD OF DIRECTORS
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Names mentioned 22 people and organisations named in the text · linked when the evidence is strong
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.1 ×3
unresolved
org
Financial Services Authority
p.2
unresolved
person
Daniel Kohar
p.5
unresolved
org
Rianto & Rekan
p.5 ×2
unresolved
org
Approved to reappoint the Public Accounting Firm Rintis, Jumadi, Rianto & Rekan (a
p.9
unresolved
person
Firman Sababalat
p.9
unresolved
person
Ir. Mohammad Effendi Independent
p.13 ×3
unresolved
org
Minister of Law
p.14 ×3
unresolved
org
PT Alamtri Meeting
p.16
unresolved
org
Minerals Indonesia Tbk
p.16
unresolved
org
Bank Indonesia
p.18 ×2
unresolved
org
Bank Indonesia’s
p.18 ×2
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