20250509_MYOR_Pemanggilan RUPS_31884931_lamp2.pdf

PT. MAYORA INDAH Tbk

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   Explanation:

   Proposal for Agenda Item 1:
     To approve and ratify the Annual Report of the Board of Directors, including the Consolidated
     Financial Statements and the Supervisory Report of the Board of Commissioners for the
     financial year ending December 31, 2024. Accordingly, to grant full release and discharge
     (acquit et de charge) to the members of the Board of Directors and the Board of Commissioners
     for the management and supervision conducted during the 2024 financial year, insofar as such
     actions are reflected in the Annual Report and 2024 Financial Statements.

   Proposal for Agenda Item 2:
     To distribute cash dividends to all shareholders, taking into account:
      • The profit earned,
      • The Company’s cash position and financial condition,
      • The capital expenditure plans and budget required for the upcoming year.

   Proposal for Agenda Item 3:
     To authorize the Company’s Board of Commissioners to select and appoint a Public
     Accountant and Public Accounting Firm, taking into consideration the recommendation of
     the Audit Committee and in accordance with applicable regulations. The Board of Directors
     is also authorized to determine the fees and other terms of engagement.

   Proposal for Agenda Item 4:
     To authorize the Company’s Board of Commissioners to determine the remuneration for
     members of the Board of Directors and the Board of Commissioners, considering
     recommendations from the Nomination and Remuneration Committee. The amount of salary
     or honorarium and allowances for the Board of Commissioners shall not exceed 50% of the
     total salary or honorarium and allowances received by the Board of Directors.

   Proposal for the Extraordinary General Meeting of Shareholders:

   The Company proposes to conduct a share buyback with a maximum value of IDR
   1,000,000,000,000 (One Trillion Rupiah). The number of shares to be repurchased will not
   exceed 20% of the issued capital, provided that at least 7.5% of the total issued capital remains
   in circulation.

                   ESTIMATED SCHEDULE FOR THE SHARE BUYBACK:

   The share buyback will be conducted from June 5, 2025, to June 5, 2026.

   ESTIMATED COST OF THE SHARE BUYBACK AND ESTIMATED NOMINAL
   VALUE OF SHARES TO BE REPURCHASED:

   The funds for the Buyback will be sourced from the Company’s internal cash balance. The
   Company has allocated a portion of excess funds for the Buyback, which will not disrupt the
   Company’s operations. The total allocated amount for the Buyback is up to IDR
   1,000,000,000,000 (One Trillion Rupiah). This amount includes all expenses incurred by the

PT. MAYORA INDAH Tbk

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   Company for the Buyback conducted during the period from June 5, 2025, to June 5, 2026,
   including transaction fees, brokerage fees, and other costs related to the Buyback transaction.

    ESTIMATED DECREASE IN THE PUBLIC COMPANY’S INCOME AS A RESULT
       OF THE SHARE BUYBACK IMPLEMENTATION AND THE IMPACT ON
            FINANCING COSTS RELATED TO THE SHARE BUYBACK

   The Company will use internal cash for the Buyback. Therefore, if executed at the maximum
   allocated amount, it will result in a decrease in the Company’s assets and equity by IDR
   1,000,000,000,000 (One Trillion Rupiah). As the Buyback will be funded internally, it will not
   have any impact on the Company’s financing costs.

   The Company is of the opinion that the implementation of the Buyback will not materially affect
   its business performance and income, as the current retained earnings and cash flows are
   sufficient to support the Buyback execution.

       PRO FORMA EARNINGS PER SHARE OF THE PUBLIC COMPANY AFTER
                     THE PROPOSED SHARE BUYBACK,
              TAKING INTO ACCOUNT THE IMPACT ON REVENUE

   Below is the pro forma of the Consolidated Financial Statements as of December 31, 2025, taking
   into account the planned Share Buyback with a maximum budget of IDR 1,000,000,000,000
   (One Trillion Rupiah), including transaction-related costs (brokerage fees and other related
   expenses):


                                         Financial Report Period Ended December 31, 2024
                                                        (in million Rupiah)
                                              Before                              After
                                                                Impact
                                             Buyback                             Buyback

     Total Assets                               29,728,782    (1,000,000)           28,728,782

     Net Profit for the Year                     3,067,668               0           3,067,668

     Total Equity                               17,102,428    (1,000,000)           16,102,428
     Net Earnings per Share (Full
     Rupiah)                                           134               3                 137

   Note:
   The assumed share buyback price is IDR 2,300 per share

PT. MAYORA INDAH Tbk

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              LIMITATION ON SHARE PRICE FOR THE SHARE BUYBACK

   The Share Buyback will be conducted at a price deemed appropriate and fair by the Company’s
   management, taking into consideration the provisions of OJK Regulation No. 29 of 2023
   concerning the Buyback of Shares Issued by Public Companies.

            LIMITATION ON THE TIME PERIOD FOR THE SHARE BUYBACK

   The Share Buyback will be conducted for a maximum period of one (1) year after the date of the
   General Meeting of Shareholders, starting from June 5, 2025, until June 5, 2026.

   The completion of the Share Buyback will be determined by any of the following conditions:
   (i) The target number of shares to be repurchased has been fully bought back, or (ii) The one-
   year time period has elapsed, or (iii) The funds expended by the Company have reached the
   maximum amount of IDR 1,000,000,000,000 (One Trillion Rupiah), or (iv) The buyback is
   terminated if deemed necessary by the Company’s management.
   In the case referred to in point (iv), the Company will notify the Financial Services Authority
   (OJK) of the termination along with its reasons and will announce the termination of the Share
   Buyback to the public no later than two (2) business days after the decision to terminate the
   Share Buyback has been made.

                    METHOD TO BE USED FOR THE SHARE BUYBACK

   The Company will carry out the Buyback in accordance with the following provisions:
      1. The Company has appointed PT Indo Premier Sekuritas to execute the Share Buyback
         through trading on the Indonesia Stock Exchange (IDX).
      2. The number of shares to be repurchased by the Company on any single trading day will
         not be limited.
      3. The following parties are prohibited from trading the Company’s shares during the
         Buyback period or on the same day as the sale of Buyback shares by the Company
         through the IDX:
             a. Commissioners, directors, employees, and major shareholders of the Company;
             b. Individuals who, due to their position, profession, or business relationship with
                 the Company, have access to insider information;
             c. Parties who, within the last six (6) months, were previously included under
                 points a or b above.
         is prohibited from trading the Company's shares during the Buyback period or on the
         same day as the sale of Buyback shares by the Company through the Indonesia Stock
         Exchange

PT. MAYORA INDAH Tbk

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         MANAGEMENT DISCUSSION AND ANALYSIS ON THE IMPACT OF
      SHARE BUYBACK ON THE BUSINESS ACTIVITIES AND FUTURE GROWTH
                        OF THE PUBLIC COMPANY

      1. The Company believes that the execution of the Buyback transaction will not have a
         negative impact on the Company’s business activities, considering the Company has
         sufficient cash to finance the share repurchase transaction.

      2. The share buyback will not cause a decline in the Company’s revenue.

      3. The execution of the Buyback is expected to provide flexibility in achieving an efficient
         capital structure and reflect the Company’s performance through its share price.

              SOURCE OF FUNDS TO BE USED FOR THE SHARE BUYBACK

   As of December 31, 2024, the Company had Cash and Cash Equivalents exceeding IDR 4.60
   trillion, which is more than sufficient to carry out the share buyback.

         THE COMPANY’S PLAN FOR TREASURY SHARES RESULTING FROM
                              THE BUYBACK

   The repurchased shares will be recorded as treasury shares. While the repurchased shares are
   recorded as treasury shares, they: cannot be used for voting in the General Meeting of
   Shareholders, will not be counted toward quorum determination as required under applicable
   laws and regulations, and will not be entitled to dividends.

   Notes:
      1. The Company does not send a separate invitation to Shareholders. This notice serves as
          the official invitation to all Shareholders. This announcement is also available on the
          Company’s website, the Indonesia Stock Exchange website, and the eASY.KSEI
          application.
      2. The Meeting is conducted in accordance with:
              o OJK Regulation No. 15/POJK.04/2020, dated April 20, 2020, concerning the
                  Planning and Convening of the General Meeting of Shareholders of Public
                  Companies;
              o OJK Regulation No. 16/POJK.04/2020, dated April 20, 2020, concerning the
                  Electronic Implementation of the General Meeting of Shareholders of Public
                  Companies;
              o And other regulations related to the convening of the Meeting.

PT. MAYORA INDAH Tbk

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    3. In relation to point 2 above, the Company will hold the Meeting both physically and
       electronically via the eASY.KSEI application:
      • Physical attendance of Shareholders will be subject to the meeting room capacity.
      • Shareholders or their proxies who wish to attend the Meeting physically are required to
           send a registration email to corporatesecretary@mayora.co.id to obtain confirmation
           of attendance, if quota is still available, no later than Wednesday, May 28, 2025 at
           14.00 WIB.
      • The confirmation email and a valid form of identification must be presented to the staff
           at the venue on the day of the Meeting.
      • The Company reserves the right to deny entry to Shareholders who do not present the
           confirmation email and may invite them to attend the Meeting electronically if the room
           capacity has been filled.
   4. The Company and the building management of the meeting venue reserve the right to take
       necessary actions to maintain order, including prohibiting Shareholders from entering the
       premises or attending the Meeting if they do not comply with the applicable requirements.
   5. In order for the Meeting to commence on time, at 14.00 WIB, the voting window for
       Shareholders wishing to cast their votes will close at 13.45 WIB. Shareholders arriving
       after 13.45 WIB may still attend the Meeting but their votes will not be counted toward
       the quorum.
   6. Shareholders may authorize the Company’s Securities Administration Bureau, PT Electronic
       Data Interchange Indonesia (PT EDII), as the appointed Independent Party, to represent them
       at the Meeting. The Power of Attorney form can be downloaded from the Company’s website
       or requested via email at corporatesecretary@mayora.co.id or bae@edi-indonesia.co.id.
   7. Questions or responses submitted by Shareholders or their proxies may be read aloud during
       the Meeting and included in the minutes if deemed relevant by the Chairperson.
   8. Shareholders entitled to attend or be represented at the Meeting are those whose names are
       registered in the Company’s Shareholder Register and/or whose names are recorded in
       securities sub-accounts at KSEI as of the close of trading at PT Bursa Efek Indonesia on
       Thursday, May 8, 2025.
   9. The Company provides materials related to the Meeting’s agenda which may be downloaded
       from the Company’s website: mayoraindah.co.id, from the date of this Meeting Call until the
       date of the Meeting. Inquiries or exceptions may be submitted to
       corporatesecretary@mayora.co.id.
   10. The Company will not provide food/beverages or souvenirs to Shareholders.
   11. The Company may amend and/or provide additional information related to the Meeting in
       accordance with changing conditions and applicable government regulations. Any such
       additions (if any) will be announced on the Company’s website after this Call is issued.

                                      Jakarta, May 9, 2025
                                   PT MAYORA INDAH Tbk.
                                       Board of Director