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20250516_MYOR_Pemanggilan RUPS_31886449_lamp3.pdf
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PT MAYORA INDAH Tbk
____________________________________________
Rules and Procedures
Annual General Meeting of Shareholders (AGMS)
and
Extraordinary General Meeting of Shareholders (EGMS)
PT Mayora Indah Tbk
(Company)
1. This meeting is the Annual General Meeting of Shareholders and the Extraordinary General
Meeting of Shareholders of PT Mayora Indah Tbk, held through the eASY.KSEI application.
2. The Meeting is conducted based on:
• OJK Regulation No. 15/POJK.04/2020 dated April 20, 2020 on the Planning and
Organization of General Meetings of Shareholders for Public Companies,
• OJK Regulation No. 16/POJK.04/2020 dated April 20, 2020 on the Electronic
Implementation of General Meetings of Shareholders for Public Companies,
• Other relevant regulations related to the conduct of the Meeting.
3. The electronic meeting is conducted via the eASY.KSEI application.
4. The physical meeting is held at the Mayora Group Building, Jl. Daan Mogot KM 18, West
Jakarta.
• Physical attendance of Shareholders is subject to the available meeting room capacity.
• Shareholders or their proxies wishing to attend physically must register via email to
corporatesecretary@mayora.co.id to obtain a confirmation of attendance, subject to space
availability, no later than Wednesday, May 28, 2025 at 14:00 WIB.
• The confirmation and a valid ID must be shown to the staff on duty at the time of the
meeting.
• The Company reserves the right to deny entry to any Shareholder who does not bring the
confirmation and may request the Shareholder to attend electronically if the venue has
reached capacity.
• The Company and building management have the right to take any necessary actions for
order and safety, including denying entry to the building or meeting area if requirements
are not met.
5. Shareholders entitled to attend or be represented in the Meeting are those whose names are
recorded in the Shareholders Register and/or whose names are listed in the securities sub-
account at KSEI as of the close of trading at the Indonesia Stock Exchange on Thursday, May
15, 2025.
6. The Meeting will be held on Tuesday, June 10, 2025, starting at 14:00 WIB. The vote counting
for eligible Shareholders wishing to cast their votes will close at 13:45 WIB. Shareholders
attending after 13:45 WIB may still follow the Meeting but their votes will not be counted
toward the quorum.
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PT MAYORA INDAH Tbk
____________________________________________
7. The attendance count of Shareholders, either present or represented, will be conducted once
by the Notary before the Meeting is opened by the Chairperson.
8. Agenda of the Annual General Meeting:
1. Approval of the Directors’ Annual Report including the Consolidated Financial Statements
and the Supervisory Report of the Board of Commissioners for the financial year ending
December 31, 2024.
2. Determination of the use of net profit for the 2024 financial year and authorization to the
Board of Directors to implement it according to prevailing laws and regulations.
3. Appointment of the Public Accountant and Public Accounting Firm for the 2025 financial
year and authorization to the Board of Commissioners related to the appointment.
4. Approval of the determination of remuneration for the members of the Board of Directors
and the Board of Commissioners.
5. Report on use of proceeds from the Penawaran Umum Obligasi Berkelanjutan III Tahap 1
Tahun 2024
Agenda of the Extraordinary General Meeting:
1. Approval for the Buyback of the Company’s shares and granting power of attorney to the
Board of Directors, with substitution rights, to take all necessary actions in connection with
the buyback.
9. The language used in this Meeting is Indonesian.
10. The Meeting will be opened and led by the Chairperson of the Meeting.
11. Questions or statements from Shareholders or their proxies may be read during the Meeting
and included in the minutes if deemed relevant by the Chairperson.
12. To ensure a smooth Meeting, the Chairperson has the authority to:
a. Take any necessary actions to ensure order during the Meeting,
b. Decide on any procedural matters not covered in these Rules and/or take any other action
deemed necessary.
13. The Annual General Meeting of Shareholders may proceed if more than 1/2 (one-half) of the
total shares with voting rights are present or represented.
Resolutions are valid if approved by more than 1/2 (one-half) of the total shares with voting
rights present in the Meeting.
14. The Extraordinary General Meeting of Shareholders may proceed if more than 1/2 (one-half)
of the total shares with voting rights are present or represented.
Resolutions are valid if approved by more than 1/2 (one-half) of the total shares with voting
rights present in the Meeting.
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PT MAYORA INDAH Tbk
____________________________________________
15. All Meeting agendas will be discussed and addressed in succession.
16. After each agenda discussion and before voting, the Chairperson will provide an opportunity
for Shareholders or their proxies to raise questions or express opinions. The procedures are as
follows:
i. Shareholders/proxies physically present may raise their hands. Our staff will provide a form
to write their question, opinion, or vote.
ii. Shareholders/proxies attending via webinar may use the "raise hand" feature.
iii. The Chairperson or an apointed officer will allow the Shareholder to speak, starting by
stating their name and the number of shares they represent.
iv. The Meeting will focus on decision-making. Unanswered questions during the Meeting may
be submitted afterward via email to corporatesecretary@mayora.co.id.
17. Only questions or opinions directly related to the current Meeting agenda may be submitted.
18. The Chairperson may request assistance from Board Members or other parties to respond to
or answer any questions raised.
19. Each share entitles the owner to cast one vote. If a Shareholder owns more than one share, they
will be asked to vote only once, representing all shares they own or represent.
20. All decisions are to be made by consensus.
21. If consensus cannot be reached, decisions will be made through voting.
Shareholders and/or their proxies will be given 35 seconds to vote.
22. The voting process will be led by the Chairperson and counted by the Share Registrar and/or
Notary as independent parties.
23. Blank or abstain votes will be deemed to follow the majority vote of the Shareholders who cast
a vote.
24. These rules are effective from the opening of the Meeting by the Chairperson until the Meeting
is formally closed by the Chairperson.
Jakarta 16 May 2025
Board of Director of PT Mayora Indah Tbk.
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