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20250522_INTP_Ringkasan Risalah//Risalah RUPS_31888312_lamp4.pdf
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Page 1 OCR 0.949
Notaris DENI THANUR, S.E., S.H., M.Kn. Wisma Bumiputera Lantai M, Suite 206 Jalan Jenderal Sudirman Kav 75, Jakarta Tel. 021-5224516 Fax. 021-5224517 E-mail. denithanur123@gmail.com Unofficial Translation Jakarta, 21 May 2025 No. : O1/ITP/V/2025 Subject : Resume of the Annual General Meeting of Shareholders of PT Indocement Tunggal Prakarsa Tbk. To: PT Indocement Tunggal Prakarsa Tbk. Wisma Indocement Building 13" floor, Jenderal Sudirman Street, Lot 70-71, Rukun Tetangga 003, Rukun Warga 003, Setia Budi Sub-District, Setiabudi District, South Jakarta Sincerely, We hereby convey the Resume of the Annual General Meeting of Shareholders for the financial year 2024 (“Meeting”) of “PT INDOCEMENT TUNGGAL PRAKARSA Tbk.”, domiciled in South Jakarta and having its address at Wisma Indocement Building, 13" Floor, Jenderal Sudirman Street, Lot 70-71, Rukun Tetangga 003, Rukun Warga 003, Setia Budi Sub-District, Setiabudi District, South Jakarta (the “Company”) as follows: A. Date, Time, Venue and Agenda The Meeting was held on: Day/date : Wednesday, 21 May 2025 Time : 09.50 until 11.23 Western Indonesian Time Venue : Melati Room, Wisma Indocement Building Ground Floor, Jenderal Sudirman Street, Lot 70-71, Jakarta 12910 Meeting's Agenda: 1. Approval of the Company's annual report including supervisory report of the Board of Commissioners and ratification of the Company's Consolidated Financial Statements for financial year 2024. 2. Appropriation of the Company's net profit for financial year 2024. 3. Appointment of public accountant and public accounting firm to audit the Company's book for financial year 2025. 4. Changes of the members of the Management of the Company. 5. Determination of the salary and other allowances for the Board of Directors and honorarium for the Board of Commissioners of the Company.
Page 2 OCR 0.934
Notaris DENI THANUR, S.E., S.H., M.Kn. Wisma Bumiputera Lantai M, Suite 206 Jalan Jenderal Sudirman Kav 75, Jakarta Tel. 021-5224516 Fax. 021-5224517 E-mail. denithanur123@ mail.com Notifications, Announcements, and Invitations for Meetings have been carried out in accordance with the provisions of the Company's Articles of Association and Financial Services Authority Regulation Number 15/POJK.04/2020 dated 20 April 2020 concerning the Plan and Implementation of the General Meeting of Shareholders of a Public Company (“POJK 15”), namely: NOTIFICATION regarding the Meeting's plan and agenda to Financial Services Authority (“OJK”) has been submitted by its letter number 035/ITP-CLCC!/II/2025 dated 27 March 2025 juncto letter number 044/ITP-CLCC/IV/2025 dated 14 April 2025, ANNOUNCEMENT to the shareholders had been published in Indonesia Stock Exchange (“BEI”) website, Indonesian Central Securities Depository (“KSEI”) website and the Company's website on 14 April 2025: and INVITATION to the shareholders to attend this Meeting, had been published in BEI's website, KSEI's website and the Company's website on 29 April 2025. B. The attendance of the Board of Commissioners and the Board of Directors The Meeting was attended by: Board of Commissioners: President Commissioner Vice President Commissioner/ Independent Commissioner Vice President Commissioner/ Independent Commissioner Independent Commissioner Commissioner Board of Directors: President Director Vice President Director : Roberto Callieri : Tedy Djuhar (present via electronic media) : Simon Subrata : Franciscus Welirang : Juan Francisco Defalgue : Christian Kartawijaya : Benny Setiawan Santoso Director : Hasan Imer Director : Troy Dartojo Soputro Director : Oey Marcos Director : Holger March Director : Sunnira Ly . Total and percentage of shareholders' attendance The Meeting has been attended or represented by shareholders whom totally owned 2,895,547,358 (two billion eight hundred ninety five million five hundred forty seven thousand three hundred fifty eight) shares or 86.435 (eighty six point four three five percent) of the total shares with valid voting rights issued by the Company amounting to 3,681,231,699 (three billion six
Page 3 OCR 0.940
Notaris DENI THANUR, S.E., S.H., M.Kn. Wisma Bumiputera Lantai M, Suite 206 Jalan Jenderal Sudirman Kav 75, Jakarta Tel. 021-5224516 Fax. 224517 E-mail. denithanur12. mail.com hundred eighty one million two hundred thirty one thousand six hundred ninety nine) shares minus the shares controlled by the Company due to the repurchase of the Company's shares in the amount of 331,257,800 (three hundred thirty one million two hundred fifty seven thousand eight hundred) shares, based on the Company's Shareholder Register as of 28 April 2025 at 4.00 PM Western Indonesian Time, therefore according to Article 12 paragraphs 2.a. of the Company's Articles of Association, guorum to conduct the Meeting has been fulfilled and the Meeting can adopt legal and binding resolutions, provided that the Meeting must be attended and/or represented by more than 1/2 (one half) of the total shares with valid voting rights. D. Providing opportunities to raise guestions and convey opinions In discussing each agenda of the Meeting, the shareholders were given the opportunity to raise guestions and/or convey opinions regarding the agenda of the Meeting. E. Mechanism of Resolution The resolution was conducted by voting. Voting is carried out verbally by raising hands and handling over the ballot cards for the shareholders or their legitimate proxies who attend physically and for the shareholders or their legitimate proxies who attend the Meeting electronically cast vote through Electronic General Meeting System KSEI (“eASY.KSEI”). The resolution of the Meeting was made under deliberation of consensus mechanism and in the case that deliberations for consensus is failed to be reached, the resolution conducted by voting provided that it must be approved by more than 1/2 (one half) of the total shares with voting rights present at the Meeting. Abstain vote shall be considered cast the vote same as the vote of the majority shareholders casting the votes (Article 12 paragraph 11 Article of Association of the Company). F. @uestions, results of voting and resolutions of the Meeting |. 15 Agenda: Number of Shareholders who submit guestions and/or convey opinions: 2 (two). Voting Results:
Page 4 OCR 0.920
Notaris DENI THANUR, S.E., S.H., M.Kn. Wisma Bumiputera Lantai M, Suite 206 Jalan Jenderal Sudirman Kav 75, Jakarta Tel. 021-522. 4516 Fax. 021-5224517 E-mail. denithanur123@gmail.com Agree Disagree Abstain Total Agree Vote 2,869,470,782 441,500 25,635,076 2,895,105,858 or or or or 99.099 Yo 0.015Y6 0.885Y6 99.985Y6 Resolutions: 1. To approve and accept the Annual Report of the Company, including the supervisory report from the Board of Commissioners for financial year 2024. 2. To ratify the Company's consolidated financial statements of the financial year 2024, which consist of the consolidated balance sheet and statement of income and with its explanation which has been audited by the Public Accounting Firm “Rintis, Jumadi, Rianto dan Rekan” (member firm of PricewaterhouseCoopers global network) with “Unmodified” pursuant to its letter number 00316/2.1457/AU.1/04/1137-2/1/11/2025 dated 21 March 2025, and declare that the consolidated financial statements of the Company for the financial year 2024 have been submitted to the OJK and the BEI on 21 March 2025 through the Extensible Business Reporting Language in the integrated electronic reporting system of the OJK and the BEI and has been published on the Company's website remains unchanged and therefore it is not necessary to be published pursuant to Article 68 paragraph 4 Law Number 40 Year 2007 concerning Limited Liability Company and its amendments. 3. To give full acguittal and discharge (volledig acguit et de charge) to all members of the Board of Directors and Board of Commissioners of the Company, for all managerial and supervisory actions that has been conducted in the financial year ended on 31 December 2024, as long as those actions are reflected in the annual report and recorded in the Company's consolidated financial statements for financial year 2024, and not a criminal offense or breach of the prevailing laws and regulations. 11.2”d Agenda: Number of Shareholders who submit guestions and/or convey opinions: none. Voting Results: Agree Disagree Abstain Total Agree Vote 2,872,400,582 407,700 22,739,076 2,895,139,658 or atau atau atau 99.201Y9 0.014Y6 0.785Y6 99.986Yo
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Notaris DENI THANUR, S.E., S.H., M.Kn. Wisma Bumiputera Lantai M, Suite 206 Jalan Jenderal Sudirman Kav 75, Jakarta Tel. 021-5224516 Fax. 021-5224517 E-mail. denithanur123@gmail.com Resolutions: To approve the appropriation of the company's net profit for the year 2024 that attributable to the owner of the parent company of the Company in the amount of Rp2,007,945,865,447 (two trillion seven billion nine hundred forty five million eight hundred sixty five thousand four hundred forty seven Rupiah) as follows: a. Distribute cash dividends to the Company's shareholders in the amount of Rp259 (two hundred fifty nine Rupiah) per 1 (one) share, without taking into account the number of shares controlled by the Company due to the repurchase of shares by the Company (treasury share), with the total dividend value of Rp867.643.239.841 (eight hundred sixty seven billion six hundred forty three million two hundred thirty nine thousand eight hundred forty one Rupiah). . The remaining net profit forthe 2024 financial year after the distribution of the cash dividend will be recorded as part of the undetermined retained earnings balance. . The Shareholders who are entitled to receive the dividend are those whose names are registered in the Company's Register of Shareholders on Wednesday, 4 June 2025 at 4:00 PM Western Indonesian Time. . Grant authorization and proxy to the Company's Board of Directors with substitution rights to decide on schedule including term and condition of dividend payout to the shareholders duly eligible based on the regulation of the Indonesia Stock Exchange, cum dividend period for regular market and negotiation market on Monday, 2 June 2025 and its ex-dividend on Tuesday, 3 June 2025. Meanwhile cum dividend for cash market on Wednesday, 4 June 2025 and its ex-dividend on Thursday, 5 June 2025. Dividend payment shall be distributed starting Friday, 20 June 2025. Tax for cash dividend will be applied according to Indonesian taxation regulation. IN. 3" Agenda: Number of Shareholders who submit guestions and/or convey opinions: none. Voting Results:
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Notaris DENI THANUR, S.E., S.H., M.Kn. Wisma Bumiputera Lantai M, Suite 206 Jalan Jenderal Sudirman Kav 75, Jakarta Tel. 021-5224516 Fax. 021-5224517 E-mail. denithanur123@gmail.com Agree Disagree Abstain Total Agree Vote 2,789,231,526 83,616,756 22,699,076 2,811,930,602 or or or or 96.328Yo 2.888Yo 0.784Yo 97 11276 Resolutions: 1 . To appoint Public Accountant and Public Accounting Firm “Rintis, Jumadi, Rianto dan Rekan” (member firm of PricewaterhouseCoopers global network), and Lukmanul Arsyad as Public Accountant or other partner appointed by Public Accounting Firm “Rintis, Jumadi, Rianto dan Rekan” to audit the Company's book for the financial year 2025. . To authorize the Board of Directors to determine the fee or honorarium of the public accounting firm as well as any reguirement related to the appointment of such public accounting firm. . To authorize the Board of Commissioners to reappoint the substitute of the Public Accounting Firm in case of such appointed Public Accounting Firm is unable to perform its duties based on the capital market regulations in Indonesia. IV. 4" Agenda: Number of Shareholders who submit guestions and/or convey opinions: none. Voting Results: Agree Disagree Abstain Total Agree Vote 2,714,352,313 158,495,969 22,699,076 2,737,051,389 or or or or 93.742Y0 5.474Y0 0.784Yo | 94.526Yo Resolutions: 1 . To approve and accept the resignation of Kevin Gerard Gluskie as the Commissioner of the Company effective as of the closing of the Meeting, accompanied with gratitude for his services during his tenure as the Commissioner of the Company, and appointed Haji Suharso Monoarfa (on the Identity Card written as H Suharso Monoarfa) to replace Kevin Gerard Gluskie as a Commissioner of the Company as of the closing of the Meeting, for the remaining term of office of Kevin Gerard Gluskie. 6
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Notaris DENI THANUR, S.E., S.H., M.Kn. Wisma Bumiputera Lantai M, Suite 206 Jalan Jenderal Sudirman Kav 75, Jakarta Tel. 021-5224516 Fax. 021-5224517 E-mail. denithanur123@gmail.com 2. To approve re-appointment of Sunnira Ly as Director of the Company effective as of the closing of the Meeting, until the closing of the Company's Annual General Meeting of Shareholders for financial year 2027 to be convened in year 2028. Thus, composition of the Board of Commissioners and Board of Directors as of the closing of the Meeting up to closing of the Company's Annual General Meeting of Shareholders for financial year 2026, to be convened in 2027, except for Roberto Callieri, will be ended until the closing of the Company's Annual General Meeting of Shareholders for financial year 2025 to be convened in year 2026, and Sunnira Ly, will be ended until the closing of the Company's Annual General Meeting of Shareholders for financial year 2027 to be convened in 2028 are as follows: BOARD OF CONMISSIONERS: - President Commissioner : Roberto Callieri - Vice President Commissioner/ : Tedy Djuhar Independent Commissioner - Vice President Commissioner/ : Simon Subrata Independent Commissioner - Independent Commissioner : Franciscus Welirang - Commissioner : Juan Francisco Defalgue - Commissioner : Rene Samir Aldach - Commissioner : Haji Suharso Monoarfa (on the Identity Card written as H Suharso Monoarfa) BOARD OF DIRECTORS: - President Director : Christian Kartawijaya - Vice President Director : Benny Setiawan Santoso - Director : Hasan Imer - Director : Troy Dartojo Soputro - Director : Oey Marcos - Director : Holger March - Director : Sunnira Ly 3. To give authorization to the Board of Directors or Corporate Secretary of the Company, with the rights of substitution, to restate the resolution concerning the changes of the members of management of the Company before a Notary, and to notify such appointment to the Ministry of Law of the Republic of Indonesia, and for such purpose to do all actions in accordance with the prevailing laws and regulations.
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Notaris DENI THANUR, S.E., S.H., M.Kn. Wisma Bumiputera Lantai M, Suite 206 Jalan Jenderal Sudirman Kav 75, Jakarta Tel. 021-5224516 Fax. 021-5224517 E-mail. denithanur123@gmail.com V. 5" Agenda: Number of Shareholders who submit guestions and/or convey opinions: None. Voting Results: Agree Disagree Abstain Total Agree Vote 2,805,961,453 66,329,029 23,256,876 2,829,218,329 or or or or 96.906 2.201Yo 0.803o 97.709Yp Resolutions: 1. To authorize the Board of Commissioners of the Company to determine the salary and other allowances of the Board of Directors of the Company for year 2025. 2. To determine the total annual honorarium of the Board of Commissioners of the Company in year 2025 to be the same as the honorarium paid in year 2024 and such total annual honorarium of the Board of Commissioners shall not be more than 86 (eight percent) of total remunerations of the Board of Directors. The resolutions of the Meeting are contained in the deed of “MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF PT INDOCEMENT TUNGGAL PRAKARSA Tbk.” dated 21 May 2025 number 06, drawn up by me, Notary. An excerpt of such deed is currently still in the process of being completed at my office. Thus, this resume is submitted before an excerpt of the above deed, which we will send to the Company as soon as it is completed. Sincerely yours, Notary at South Jakarta Municipality
Names mentioned 22 people and organisations named in the text · linked when the evidence is strong
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DENI THANUR
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Financial Services Authority
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Indonesia Stock Exchange
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Holger
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Rianto dan Rekan
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Juan Francisco Defalgue
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Ministry of Law
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