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ANNOUNCEMENT
SUMMARY MINUTES
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT ADARO ANDALAN INDONESIA Tbk
The Board of Directors of PT ADARO ANDALAN INDONESIA Tbk (hereinafter “the Company”), domiciled in South Jakarta, hereby
announces that its Annual General Meeting of Shareholders (hereinafter “AGMS”) has been implemented on Thursday, May 22nd 2025, at 09.52
– 11.35 Western Indonesian Time, at Cyber 2 Tower, 26th Floor, Jl. H.R. Rasuna Said Blok X-5 No. 13, Jakarta Selatan, 12950, which resulted
in the following AGMS summary minutes:
A. AGMS Mechanism
The AGMS was implemented offline and online, with the online AGMS implemented using the Electronic General Meeting System KSEI
(“eASY.KSEI”) facility provided by PT Kustodian Sentral Efek Indonesia.
B. The members of the Board of Commissioners and the Board of Directors attending the AGMS
The Board of Commissioners:
a. Budi Bowoleksono, acting as President Commissioner (Independent); and
b. Primus Dorimulu, acting as Commissioner.
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The Board of Directors:
a. Julius Aslan, acting as President Director;
b. Lie Luckman, acting as Director;
c. Ir. Priyadi, acting as Director; dan
d. Susanti, acting as Director.
C. Quorum of Shareholders
The provisions on the quorum for a valid AGMS implementation for all agenda items are based on article 41 point (1) letter (a) of the
Financial Services Authority Regulation number 15/POJK.04/2020 on the Plan and Implementation of the General Meeting of
Shareholders of Public Companies (“POJK No. 15/2020”), and article 13 point (2) letter (a) point (1) of the Company’s Articles of
Association, AGMS can be convened if more than ½ (one half) of the total number of shares with valid voting rights attend or are
represented in the AGMS.
The shareholders and/or valid shareholder proxies who attended or were represented in the AGMS accounted for 6,252,144,973 (six billion
two hundred fifty-two million one hundred forty-four thousand nine hundred and seventy-three) shares or 80.290% (eighty point two nine
zero percent) out of 7,786,891,760 (seven billion seven hundred eighty-six million eight hundred ninety-one thousand seven hundred sixty)
shares, which is the total number of shares issued by the Company until the AGMS date. In accordance with the provisions of POJK No.
15/2020, the quorum requirement for the Annual General Meeting of Shareholders (RUPST) has BEEN MET. Therefore, the AGMS
implementation was valid and qualified to make valid and binding resolutions.
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D. AGMS 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/or the Public Accountant to audit the Company’s Consolidated Financial
Statements for the fiscal year of 2025;
4. Determination of the honorarium or salary and allowances for the Company’s Board of Commissioners and Board of Directors for
the fiscal year of 2025;
5. Approval for the Share Buyback by the Company in Accordance with the Provisions of the Financial Services Authority Regulation
No. 29 of 2023 on the Buyback of Shares Issued by Public Companies; and
6. Report of the Realization of the Use of Proceeds from the Company’s Initial Public Offering.
E. Questions and Answers Session
• Shareholders who grant attendance proxy to the Company's Securities Administration Bureau are given the opportunity to submit
questions via email: corsec@adaroindonesia.com. The shareholders or shareholder proxies who attended the AGMS in person were
provided with the opportunity to submit their questions using the question forms. The shareholders or shareholder proxies attending
the AGMS online were given the opportunity to write their questions on the chat column of the eASY.KSEI platform.
• All questions relevant to the AGMS agenda were read out in the AGMS.
• Five shareholders or shareholder proxies conveyed questions on the discussion of the first agenda, consisting of three shareholders or
shareholder proxies who conveyed the questions in person using the question forms and two shareholders or shareholder proxies who
conveyed questions online through eASY.KSEI chat platform.
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• Two shareholders or shareholder proxies conveyed questions on the discussion of the second agenda, consisting of one shareholder
or shareholder proxy who conveyed the questions in person using the question forms and one shareholder or shareholder proxy who
conveyed questions online through eASY.KSEI chat platform.
F. Decision-Making Mechanism
Shareholders and/or their proxies may cast their votes in the Annual General Meeting of Shareholders (AGMS) either physically using the
voting form that has been distributed, or electronically through the eASY.KSEI platform.
Decisions at the RUPST are made based on deliberation to reach a consensus. However, if any shareholders or their proxies do not agree or
choose to abstain—thus preventing a consensus from being reached—then the decision will be made by way of voting.
G. AGMS Resolutions
The Company has appointed Notary Humberg Lie, S.H., S.E., M.Kn., and the Securities Administration Bureau, PT Datindo Entrycom, as
independent parties to count and/or validate the votes in the Annual General Meeting of Shareholders (RUPST).
Pursuant to article 41 point (1) letter (c) of POJK No. 15/2020 and article 13 point (2) letter (a) point (3) of the Company’s Articles of
Association, AGMS resolutions are valid if approved by more than ½ (one half) of the total shares with valid voting rights attending the
AGMS for the First, Second, Third, Fourth, and Fifth agenda of the AGMS. The Sixth agenda of the AGMS is an agenda for reporting to
the shareholders on the realized use of fund collected from the Company’s initial public share offering; therefore, no voting and resolution
were made.
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AGMS First Agenda
Number of Five shareholders or shareholder proxies, consisting of three shareholders or shareholder proxies who conveyed
shareholders conveying the questions in person using the question forms and two shareholders or shareholder proxies who conveyed the
a question question online through eASY.KSEI platforn.
Voting result Agree Abstain Disagree
AGMS approved with 6,252,135,680 (six billion two 36,833,721 (thirty-six million eight 9,293 (nine thousand two hundred
majority votes hundred fifty-two million one hundred thirty-three thousand seven ninety-three) shares or 0.000%
hundred thirty-five thousand six hundred twenty-one) shares. (zero point zero zero zero percent)
hundred eighty) shares or 99.999% -Pursuant to article 47 of POJK No. of the total votes attending the
(ninety-nine point nine nine nine 15/2020, the shareholders with AGMS.
percent) of the total votes valid voting rights who attend the
attending the AGMS. AGMS but do not vote, or abstain,
are deemed to vote for the same as
the majority votes of the
shareholders who voted.
Resolutions on the 1. Approved the Company’s Annual Report for the fiscal year 2024 on the Company’s activities and
second AGMS agenda management for the year 2024, signed by the Company’s Board of Directors and Board of
Commissioners.
2. Ratified the Company’s Consolidated Financial Statements for the fiscal year ended on December
31st, 2024 audited by Mr. Daniel Kohar, S.E., CPA from the Public Accounting Firm Rintis,
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Jumadi, Rianto dan Rekan (a member of PricewaterhouseCoopers global network in Indonesia) as
stated in the report of February 28th, 2025 presented fairly, in all material respects in accordance
with the Indonesian Financial Accounting Standards.
The approval for the Company’s Annual Report for the fiscal year 2024 and the ratification of the
Company’s Consolidated Financial Statements for the fiscal year ended on December 31st, 2024 granted
the full release and discharge (acquit et de charge) to the Company’s Board of Directors and Board of
Commissioners for the management and supervisory actions on the Company in the fiscal year 2024.
AGMS Second Agenda
Number of Two shareholders or shareholder proxies, consisting of one shareholder or shareholder proxy who conveyed the
shareholders conveying questions in person using the question forms and one shareholder or shareholder proxy who conveyed the
a question question online through eASY.KSEI platform.
Voting result Agree Abstain Disagree
AGMS approved with 6,252,104,124 (six billion two 36,869,092 (thirty-six million eight 40,849 (forty thousand eight
majority votes hundred fifty-two million one hundred sixty-nine thousand ninety- hundred forty-nine) shares or
hundred four thousand one two) shares. 0.000% (zero point zero zero zero
hundred twenty-four) shares or -Pursuant to article 47 of POJK No. percent) of the total votes attending
99.999% (ninety-nine point nine 15/2020, the shareholders with the AGMS.
nine nine percent) of the total valid voting rights who attend the
votes attending the AGMS. AGMS but do not vote, or abstain,
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are deemed to vote for the same as
the majority votes of the
shareholders who voted.
Resolutions on the Approved the appropriation of net income attributable to the owners of the parent entity of the
second AGMS agenda Company for the fiscal year of 2024 in the amount of US$1,210,798,377 (one billion two hundred ten
million seven hundred ninety-eight thousand three hundred seventy-seven United States dollars), as
follows:
a. A total of US$10,000,000 (ten million United States dollars) to be appropriated for mandatory
reserve fund to fulfil the provisions of article 70 and article 71 of Law 40 of 2007 concerning
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 (hereinafter “UUPT”);
b. A total of US$858,922,641 (eight hundred fifty-eight million nine hundred twenty-two thousand six
hundred forty-one United States dollars) of the net income attributable to the owners of the
Company’s parent entity for the fiscal year 2024 added with an amount of US$1,353,041,292 (one
billion three hundred fifty-three million forty-one thousand two hundred ninety-two United States
dollars) from the Company’s retained earnings, for a total of US$2,211,963,933 (two billion two
hundred eleven million nine hundred sixty-three thousand nine hundred thirty-three United States
dollars) to be appropriated for the Company’s final cash dividend of the year 2024, which has been
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fully distributed to the shareholders in June 2024; and
c. A total of US$341,875,736 (three hundred forty-one million eight hundred seventy-five thousand
seven hundred thirty-six United States dollars) to be appropriated for retained earnings.
AGMS Third Agenda
Number of zero
shareholders conveying
a question
Voting result Agree Abstain Disagree
AGMS approved with 6,252,135,680 (six billion two 36,886,028 (thirty-six million eight 9,293 (nine thousand two hundred
majority votes hundred fifty-two million one hundred eighty-six thousand ninety-three) shares or 0.000%
hundred thirty-five thousand six twenty-eight) shares. (zero point zero zero zero percent)
hundred eighty) shares or 99.999% -Pursuant to article 47 of POJK No. of the total votes attending the
(ninety-nine point nine nine nine 15/2020, the shareholders with AGMS.
percent) of the total votes valid voting rights who attend the
attending the AGMS. AGMS but do not vote, or abstain,
are deemed to vote for the same as
the majority votes of the
shareholders who voted.
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Resolutions on the third Approved the reappointment of the Public Accounting Firm Rintis, Jumadi, Rianto dan Rekan (or its
AGMS agenda successor or replacement, which is a member of PricewaterhouseCoopers global network in Indonesia)
as the public accounting firm and appoint public accountant Firman Sababalat, CPA, as the engagement
partner to audit the Company’s Consolidated Financial Statements in the current fiscal year and will
end on December 31st, 2025, according to the proposal of the Company’s Board of Commissioners which
had taken into consideration the recommendation from the Audit Committee of April 21st, 2025, or the
successor in the event of any change, which shall be appointed and/or approved by the Company’s Board
of Commissioners.
AGMS Fourth Agenda
Number of zero
shareholders conveying
a question
Voting result Agree Abstain Disagree
AGMS approved with 6,234,726,009 (six billion two 36,885,080 (thirty-six million eight 17,418,964 (seventeen million four
majority votes hundred thirty four million seven hundred eighty-five thousand and hundred eighteen thousand nine
hundred twenty six thousand and eighty) shares. hundred sixty-four) shares or
nine) shares or 99.721% (ninety- -Pursuant to article 47 of POJK No. 0.278% (zero point two seven eight
nine point seven two one percent) 15/2020, the shareholders with percent) of the total votes attending
of the total votes attending the valid voting rights who attend the the AGMS.
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AGMS. AGMS but do not vote, or abstain,
are deemed to vote for the same as
the majority votes of the
shareholders who voted.
Resolutions on the Approved the delegation of authority to the Nomination and Remuneration Committee, whose functions
fourth AGMS agenda are carried out by the Company’s Board of Commissioners, to determine the honorarium or salary, and
allowances for the Company’s Board of Directors and Board of Commissioners for the fiscal year 2025
by taking into consideration the Company’s financial condition.
AGMS Fifth Agenda
Number of zero
shareholders conveying
a question
Voting result Agree Abstain Disagree
AGMS approved with 6,251,909,524 (six billion two 36,800,114 (thirty-six million eight 235,449 (two hundred thirty-five
majority votes hundred fifty-one million nine hundred thousand one hundred thousand four hundred forty-nine)
hundred nine thousand five fourteen) shares. shares or 0.003% (zero point zero
hundred twenty-four) shares or -Pursuant to article 47 of POJK No. zero three percent) of the total votes
99.996% (ninety-nine point nine 15/2020, the shareholders with attending the AGMS.
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nine six percent) of the total votes valid voting rights who attend the
attending the AGMS. AGMS but do not vote, or abstain,
are deemed to vote for the same as
the majority votes of the
shareholders who voted.
Resolutions on the fifth 1. Approved the buyback of the shares issued by the Company in accordance with the provisions of the
AGMS agenda Financial Services Authority Regulation number 29 of 2023 on the Buyback of Shares Issued by
Public Companies for a maximum amount of Rp4,000,000,000,000 (four trillion rupiah).
2. Granted the full power and authority to the Company’s Board of Directors to, at their own
discretion, take the decisions and/or any action they consider appropriate or necessary for the
execution of the Company’s share buyback, including but not limited to the determination of the
amount and date of the Company’s share buyback executions, and with regard to the execution of
such authority, the Company’s Board of Directors can grant the authority (with substitution rights)
to the party or parties they appoint.
AGMS Sixth Agenda
Number of zero
shareholders conveying
a question
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The Sixth agenda of the AGMS is an agenda for reporting to the shareholders on the realized use of fund collected from the
Company’s initial public share offering; therefore, no voting and resolution were made.
The AGMS was concluded at 11.35 Western Indonesian Time.
This announcement of the summary minutes of the AGMS is made to comply with the provisions of Article 51 of POJK No. 15/2020.
* This announcement of the Summary Minutes of the Annual General Meeting of Shareholders is made in both Indonesian dan English language. In the event of any
discrepancy between the Indonesian and English version, the Indonesian version shall prevail.
Jakarta, May 26th 2025
PT ADARO ANDALAN INDONESIA Tbk
BOARD OF DIRECTORS
.
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Names mentioned 15 people and organisations named in the text · linked when the evidence is strong
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.1
unresolved
org
PT Kustodian Sentral Efek Indonesia. B.
p.1
unresolved
org
Financial Services Authority
p.2 ×3
unresolved
person
Notary Humberg Lie
p.4
unresolved
org
PT Datindo Entrycom
p.4
unresolved
person
Daniel Kohar
p.5
unresolved
org
Rianto dan Rekan
p.6 ×2
unresolved
person
Firman Sababalat
p.9
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