20250509_ADRO_Pemanggilan RUPS_31884604_lamp2.pdf

Agenda 3:
Appointment of the Public Accounting Firm and the Public Accountant to Audit the Company’s
Consolidated Financial Statements for the Fiscal Year of 2025

Explanation:
Based on the Audit Committee’s recommendation letter of April 21, 2025, the Company’s Board of
Commissioners suggested to the Meeting to reappoint the Public Accounting Firm Rintis, Jumadi,
Rianto dan Rekan (a member of PricewaterhouseCoopers/PwC global network in Indonesia) and
appoint public accountant Firman Sababalat, CPA to audit the Company’s Consolidated Financial
Statements for the current fiscal year, which will end on December 31, 2025, and the replacement,
shall any changes occur.

Agenda 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

Explanation:
The approval for granting the authority to the Company’s Board of Commissioners, who carry out the
Company’s remuneration function, to determine the honorarium or salary and allowances for the
members of the Company’s Board of Commissioners and Board of Directors for the fiscal year of 2025.

Agenda 5:
A change to the composition of the Company’s Board of Directors and Board of Commissioners

Explanation:
Based on the provision of article 17 point (2) and article 20 point (7) of the Articles of Association
juncto article 3 point (1) and article 23 of the Financial Services Authority Regulation (“POJK”) No.
33/POJK.04/2014 on the Board of Directors and Board of Commissioners of Issuers or Public
Companies, members of the Board of Directors and the Board of Commissioners are appointed and
dismissed by the General Meeting of Shareholders (“GMS”).

Agenda 6:
Adjustment of Article 3 of the Company’s Articles of Association

Explanation:
The approval for adjusting one of the Indonesian Standard of Industrial Classification (“KBLI”) codes in
article 3 of the Articles of Association with a KBLI code that is more suitable to the actual business ac-
tivities conducted by the Company, i.e. as a holding company. In this regard, such adjustment is not
categorized as an amendment to Business Activities as defined in FSA Regulation No. 17/POJK.04/2020
on Material Transactions and Changes in Business Activities, because there is no change to the Com-
pany’s actual business activities, and the Company only intends to adjust the code KBLI 70100 (Head
Office Activities) stated in article 3 of the Articles of Association with a more suitable KBLI code, i.e.
KBLI 64200 (Holding Company Activities).

Agenda 7:
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

Explanation:
Pursuant to article 2 point (1) juncto point (3) of POJK 29/2023, share buyback by the Company shall
first obtain the GMS approval. The number of shares to be bought back by the Company shall neither

exceed 10% (ten percent) of the Company’s issued capital, nor reduce the Company’s net worth to be
lower than the issued capital plus statutory reserve that has been set aside, for a maximum amount
of Rp4,000,000,000,000,- (four trillion rupiah).

On April 8th, 2025, the Company made an Information Disclosure to the public on the plan to buy back
its shares, through the website of PT Bursa Efek Indonesia (“IDX”) (www.idx.co.id) and its own website
(www.alamtri.com).

Agenda 8:
Amendment to Article 4 point (2) of the Company’s Articles of Association on the Reduction of Is-
sued and Paid-up Capital for the Conversion of Shares Obtained from Share Buyback Approved by
the Company’s Annual GMS 2024

Explanation:
The approval for converting all the shares obtained from the share buyback by the Company based on
the shareholders’ approval at the Company’s Annual GMS 2024, by way of share withdrawal through
the reduction of Company’s issued and paid-up capital as regulated in article 16 point 1 and article 21
letter (b) of FSA Regulation number 29 of 2023 on the Buyback of Shares Issued by Public Companies
(“POJK 29/2023”), and for granting the power and authority to the Company’s Board of Directors to
perform the Company’s share buyback.

Notes on the Meeting:

  1.   The Meeting will be held offline by limiting the attendance of the Shareholders (as defined
       below) to maximum 300 (three hundred) Shareholders, and online through KSEI Electronic
       General Meeting System (“eASY.KSEI”) facility provided by PT Kustodian Sentral Efek Indonesia
       (“KSEI”).

  2.   The Company’s Shareholders may participate in the Meeting by: (i) attending, either offline and
       cast a vote directly in the Meeting, or online and cast a vote electronically through eASY.KSEI
       facility, or (ii) being represented by their proxies, based on conventionally delegated power of
       attorney (“conventional power of attorney”) or based on electronically delegated power of
       attorney made through the eASY.KSEI facility (“e-Proxy”) as explained in point 7 below, which
       also include the power to cast a vote in the Meeting, in accordance with the applicable laws
       and regulations.

  3.   The Meeting will be implemented by referring to FSA regulation (POJK) No. 15/POJK.04/2020
       on the Plan and Implementation of the General Meeting of Shareholders of Publicly Listed
       Companies and POJK No. 16/POJK.04/2020 on the Implementation of the General Meeting of
       Shareholders of Publicly Listed Companies by Electronic Platform.

  4.   The Company will not send a separate invitation to the Shareholders and this invitation
       constitutes the official invitation to the Meeting for all shareholders of the Company.

  5.   The Company’s Shareholders who are entitled to attend or be represented in the Meeting are
       the Company’s Shareholders whose names are registered on the Company’s List of
       Shareholders on May 8, 2025 until 16:00 Western Indonesian Time (“the Shareholders”).

  6.   The Meeting announcement has been published by the Company on April 8, 2025 on its website
       (www.alamtri.com), IDX’s website (www.idx.co.id), eASY.KSEI’s website (www.easy.ksei.co.id).

7.    a. The Company has prepared 2 (two) types of power of attorney for the Shareholders, which
         include power of attorney for attendance and voting, including raising (a) question(s) in
         each Meeting agenda to the Company’s Securities Administration Bureau PT Ficomindo
         Buana Registrar, as follows:

         i.    Conventional Power of Attorney (PoA)
               The Shareholders can download the draft of the PoA on the Company’s website
               (www.alamtri.com). The original copy of the PoA completed and signed on a stamp of
               Rp10,000 shall be sent to the Company’s Securities Administration Bureau: PT
               Ficomindo Buana Registrar at Jl. Kyai Caringin No.2-A, RT.11/RW.4, Cideng, Kecamatan
               Gambir, Jakarta Pusat, DKI Jakarta 10150, Telephone: +62 21 2263 8327, by attaching
               a copy of ID card (KTP/passport). The Shareholders may also deliver the power of
               attorney at the Meeting venue by delivering and submitting a copy of valid
               identification card to the registration officer.

               The Shareholders of a legal entity shall attach a copy of the latest articles of association,
               a copy of the latest deeds of the Board of Commissioners and the Board of Directors’
               appointments, and a copy of the ID card (KTP/passport) of the representative the
               institutional Shareholders.

               The PoA and supporting documents shall have been received by the Company’s
               Securities Administration Bureau no later than 1 (one) business day before the date
               of the Meeting at 12:00 noon Western Indonesian Time.

               If the PoA of the Shareholders is signed outside Indonesia, the PoA must be legalized
               by the nearest Indonesian embassy or consulate where the PoA is signed.

         ii.   E-Proxy
               The electronic delegation of power of attorney (e-proxy) shall be made through the
               eASY.KSEI application accessible on https://easy.ksei.co.id/. E-Proxy can be executed
               since the date of this Meeting invitation until 1 (one) business day prior to the date of
               the Meeting at 12:00 noon Western Indonesian Time.

      b. Only the PoAs validated as those granted by the Company’s Shareholders are allowed to
         attend the Meeting by presenting the PoA, which will be counted in the quorum for voting.

8.    Further guidelines for registration and explanation on eASY.KSEI are presented on the
      Company’s website (www.alamtri.com) and KSEI’s website (www.easy.ksei.co.id).

9.    The Shareholders and/or the Shareholder proxies who intend to attend the Meeting offline are
      required to fulfill the safety protocols and rules of conduct applicable at the Meeting venue.

10.   The Company is entitled to forbid any Shareholders or Shareholder proxies from participating
      in the Meeting in person, or to ask any Shareholders or Shareholder proxies to leave the Meet-
      ing venue, if such Shareholders or Shareholder proxies do not fulfil the conditions stated in
      point 9 above and/or considered dangerous for the surrounding area or the other Shareholders
      and/or Shareholder proxies.

11.   The Company’s Annual Report and Consolidated Financial Statements for the year ending on
      December 31, 2024 and the Meeting agenda can be downloaded on the Company’s website at

      (www.alamtri.com) as of the date of this Invitation. The Shareholders may ask questions rele-
      vant to the Meeting agenda through email to corsec@alamtri.com. As long as they are relevant,
      these questions will be read during the discussion of the Meeting agenda.

12.   The Shareholders and/or Shareholder proxies who wish to attend the Meeting in person must
      have been present at the Meeting venue at the latest within 60 (sixty) minutes before the Meet-
      ing commences.

13.   Other matters not yet set forth in this Meeting Invitation will be later determined and arranged
      in the Meeting’s Rules of Conduct available on eASY.KSEI website (www.easy.ksei.co.id) and the
      Company’s website (www.alamtri.com).


                                    Jakarta, May 9th, 2025
                            PT ALAMTRI RESOURCES INDONESIA TBK


                                      The Board of Directors