20250505_ADHI_Ringkasan Risalah//Risalah RUPS_31882129_lamp1.pdf

7.

8.

Fiscal Year, and the granting of full release and discharge (volledig acguit et de
charge) to the Board of Directors and Board of Commissioners.
Determination of the Use of the Company's Net Profit for the 2024 Fiscal Year.

. Determination of Salary/Honorarium, Facilities and Other Allowances, and Bonuses

for the Board of Directors and Board of Commissioners.

. Appointment of a Public Accounting Firm to audit the 2025 Financial Statements

and the PUMK Program.

Report on the Realization of the Use of Public Offering Proceeds.

Approval of Amendments to the Use of Proceeds from the Rights Issue II
(PMHMEITD II).

Approval of the Issuance of Sukuk, Medium Term Notes, and/or Other Debt
Securities via Public Offering or Shelf Registration.

Changes to the Composition of the Company's Management.

-Agenda of the Meeting at the time of the Meeting, with due regard to the Power of
Attorney from the Minister of State-Owned Enterprises of the Republic of Indonesia
number SKU-42/MBU/04/2025 dated April 28 ", 2025, shall consist of the following:

1.

»

8.

Approval of the Annual Report and Ratification of the Company's Financial
Statements, Approval of the Supervisory Report of the Board of Commissioners, and
Ratification of the Financial Statements for the Micro and Small Business Funding
Program (PUMK) for the Fiscal Year 2024, as well as the Full Discharge and
Release of Responsibility (volledig acguit et de charge) to the Board of Directors for
the management actions of the Company and to the Board of Commissioners for
their supervisory actions during the Fiscal Year 2024:

Determination of the Appropriation of the Company's Net Profit for the Fiscal
Year 2024,

Determination of Salaries/Honoraria including Facilities and Allowances for the
Board of Directors and the Board of Commissioners for the Fiscal Year 2025, as
well as Tantiem/Performance Incentives/Special Incentives for the Board of
Directors and the Board of Commissioners for the performance in the Fiscal
Year 2024,

Appointment of a Public Accountant and/or Public Accounting Firm to audit the
Company's Consolidated Financial Statements and the Financial Statements for the
Micro and Small Business Funding Program (PUMK) for the Fiscal Year 2025:
Report on the Realization of the Use of Proceeds from the Public Offering,

Approval of Amendments to the Planned Use of Proceeds from the Limited Public
Offering through Capital Increase by Issuing Pre-Emptive Rights II
(“PMHMEID II”):

Approval of the Issuance of Sukuk and/or Medium-Term Notes through a Public
Offering and/or Shelf Registration Public Offering:

Changes in the Composition of the Company's Management.

D. Ouorum of attendance and decisions at the Meeting are as follows:

Pursuant to Article 41 paragraph (1) letters a and c of OJK Regulation number
15/2020 in conjunction with Article 25 paragraph (1) letter a of the Company's
Articles of Association, Agenda Items 1, 4, 6 and 7 may be held and resolutions
adopted if more than 1/2 (one-half) of the total shares with valid voting rights are
present or represented at the Meeting, and each resolution is valid if approved by
more than 1/2 (one-half) of the valid votes cast at the Meeting.

In accordance with Article 41 paragraph (1) letters a and c of OJK Regulation
number 15/2020 juncto with Article 25 paragraph (4) letter a and Article 5 paragraph
(4) letter c of the Company's Articles of Association, Agenda Item 1,3 and 8 may
proceed only if attended by the holder of the Series A Dwiwarna share and other
shareholders and/or their authorized representatives collectively representing more
than 1/2 (one-half) of the total shares with valid voting rights, and any resolution

under this agenda must be approved by the Series A Dwiwarna shareholder along
with other shareholders representing more than 1/2 of the valid votes cast.
- Agenda Item 5 is for reporting purposes only and does not reguire a resolution.

E. Opportunity Granted to Shareholders to Raise Guestions or Express Opinions In each item
of the Meeting Agenda, shareholders and/or their duly authorized proxies were afforded
the opportunity to raise guestions or express opinions.

With respect to the First Agenda Item, a response was received from the holder of the
Series A Dwiwarna share, conveyed in the form of a written statement from the Deputy
Minister of State-Owned Enterprises II, as set forth in Letter Number S-
112/MBU/Wk.K/04/2025 dated 29 April 2025, regarding the Response to the 2024 Fiscal
Year Performance Achievement Report of PT Adhi Karya (Persero) Tbk.

For the Second through Eighth Agenda Items, no guestions or opinions were submitted by
any shareholders or their proxies present at the Meeting.

F. The Meeting was attended and/or represented by the Shareholders of the Company
holding a total of 5,491,594,365 shares, representing 65.3169573Yo of the total shares
with valid voting rights issued by the Company as of the date of the Meeting, amounting
to 8,407,608,979 shares, consisting of 1 (one) Series A Dwiwarna share and
8.407,608,978 Series B shares, based on the Register of Shareholders as of
March 27", 2025, at 16:00 Western Indonesia Time (WIB).

Pursuant to Article 41 paragraph (1) letters a and c of Financial Services Authority

Regulation (POJK) No. 15/2020 in conjunction with Article 25 paragraph (1) letter a,

Article 25 paragraph (4) letter a and Article 5 paragraph (4) letter c of the Company's

Articles of Association, the guorum for the Meeting has been fulfilled, and therefore the

Meeting is valid and authorized to adopt lawful and binding resolutions on the matters

discussed in accordance with the Meeting agenda, namely:

- The Government of the Republic of Indonesia c.g. the Minister of State-Owned
Enterprises, as the holder/owner of 1 Series A Dwiwarna share, represented by
BIN NAHADI, AK., Master of Business Administration, as Acting Assistant
Deputy for Infrastructure Services, based on the Power of Attorney dated April 28,
2025, No. SKU-42/MBU/04/2025:

- PT Biro Klasifikasi Indonesia, as the holder/owner of 5,408,773,791 Series B
shares, represented by Tony Andrianto, Vice President of Corporate Secretary,
based on the Power of Attorney dated April 29, 2025, No. B.10086/HK/505/KI-25
As the attorney-in-fact of DONY OSKARIA in his capacity as President Director of
PT Biro Klasifikasi Indonesia:

- The Public, as the holder/owner of 82,820,574 Series B shares.

-The meeting was also attended by members of the Board of Commissioners and Board
of Directors of the Company, as follows:

BOARD OF COMMISSIONERS:

President Commissioner : DODY USODO HARGO SUSENO

Commissioner : BOB ARTHUR LOMBOGIA

Independent Commissioner : HIRONIMUS HILAPOK

Independent Commissioner : ERWIN MOESLIMIN SINGAJURU

Independent Commissioner : ELAN SUHERLAN

Independent Commissioner : RUSTAM SOFYAN SIRAIT
BOARD OF DIRECTORS:

President Director : ENTUS ASNAWI MUKHSON

Operation I Director 1 A SUKO WIDIGDO

Operation II Director : HARIMAWAN

Operation III Director : VERA KIRANA

Finance Director : BANI IOBAL

Human Capital And Legal Director : KI SYAHGOLANG PERMATA
Risk And System Management

Director : YAN ARIANTO

. Mechanism to adopt resolution at the Meeting was conducted by deliberation to reach a

consensus. However in the event that the deliberation to reach a consensus cannot be
reached then the resolution was adopted by voting.

The Meeting was chaired by DODY USODO HARGO SUSENO as President
Commissioner based on the Resolution of Meeting of the Board of Commissioners of the
Company Number 020/DK-AK/2025 dated 11" April 2025 Subject Appointment of the
Chairperson of the Annual General Meeting of Shareholders (AGMS) for the 2024 Fiscal
Year of PT Adhi Karya (Persero) Tbk.

The Meeting has adopted resolutions as set forth in the "Minutes of the Annual General
Meeting of Shareholders of “PERUSAHAAN PERSEROAN (PERSERO) PT ADHI
KARYA Tbk”, abbreviated as “PT ADHI KARYA (PERSERO) Tbk” dated
30" April 2025 number 53, which minutes is drawn up before me, Notary (hereinafter
referred to as the "Minutes of Meeting"), which substantially as follows:

In the First Agenda of the Meeting:
The results of the voting conducted at the Meeting and through eASY.KSEI were as
follows:

Votes in attendance 1 5.491.594.365 shares - 100,0000000Y4
Non-Affirmative Votes : 0 shares 5. 0,0000000Y5
Abstain votes : 32.062.559 shares 5. 0,5838479Y9
Affirmative Votes 1 5.491.531.806 shares - 99,4161521Yo

Based on Article 25 paragraph (11) of the Articles of Association of the Company and
Article 47 of POJK 15/2020, the abstain votes are considered to have cast the same vote
as the majority vote legally issued in the Meeting. Therefore, the affirmative votes
became 5.491.594.365 shares or constituted 100,0000000Yo of the total numbers of
votes cast in the Meeting.

“Therefore, the Meeting with a majority votes resolved:
1) To approve the Company's Annual Report, including the Board of

Commissioners” Supervisory Report and the Report on the Implementation of

the Corporate Social and Environmental Responsibility Program for the 2024

fiscal year ending on December 31", 2024.

2) To ratify:

a) The Company's Consolidated Financial Statements for the Fiscal Year 2024
ending on December 31, 2024, which have been audited by the PUBLIC
ACCOUNTING FIRM (KAP) AMIR ABADI JUSUF, ARYANTO,
MAWAR & Partners (RSM) as stated in its report number
00081/2.1030/AU.1/03/0181-1/1/11/2025 dated February 28", 2025, with an
ungualified opinion (“fair in all material respects”):

b) The Financial Statements for the Micro and Small Business Funding
Program for the Fiscal Year 2024 ending on December 31, 2024, which
have been audited by the same KAP AMIR ABADI JUSUF, ARYANTO,
MAWAR & Partners (RSM), as stated in its report number
00229/2.1030.AU.2/12/01811/0/111/2025 dated March 5 #, 2025, with an
ungualified opinion (“fair in all material respects”).

3) To grant full discharge and release of responsibility (volledig acguit et de
charge) to all members of the Board of Directors for the management of the

Company and to all members of the Board of Commissioners for their
supervisory actions carried out during the Fiscal Year 2024, ending on
December 31, 2024, to the extent such actions are not criminal offenses and
are duly reflected in the aforementioned reports.”

In the Second Agenda of the Meeting:
The results of the voting conducted at the Meeting and through eASY.KSEI were as
follows:

Votes in attendance : 5.491.594.365shares - 100,0000000Y4
Non-Affirmative Votes 5 0 shares 5 0,00000006
Abstain votes 1 28.648.559 shares -  0,5216802”6
Affirmative Votes :5.462.945.806 shares — 99,4783198Yo

Based on Article 25 paragraph (11) of the Articles of Association of the Company and
Article 47 of POJK 15/2020, the abstain votes are considered to have cast the same vote
as the majority vote legally issued in the Meeting. Therefore, the affirmative votes
became 5.491.594.3655 shares or constituted 100,0000000”s of the total numbers of
votes cast in the Meeting.

“Therefore, the Meeting with a majority votes resolved:

To determine the Utilization of the current year's net profit attributable to the

parent entity for the financial year 2023, as follows:

1. An amount of 15Yo or IDR 37,874,694,245.00 shall be allocated as mandatory
reserves.

2. An amount of 85”o or IDR 214,623,267,391.00 shall be determined as retained
earnings not yet designated for any specific use.”

In the Third Agenda of the Meeting:
The results of the voting conducted at the Meeting and through eASY.KSEI were as
follows:

Votes in attendance : 5.491.594.365 shares - 100,0000000Y6
Non-Affirmative Votes : 31.672 shares 5. 0,0005767Y6
Abstain votes 1 28.683.759 shares 5 0,5223212Y6
Affirmative Votes 1 5.462.878.934 shares 5 99,4771021Y9

Based on Article 25 paragraph (11) of the Articles of Association of the Company and
Article 47 of POJK 15/2020, the abstain votes are considered to have cast the same vote
as the majority vote legally issued in the Meeting. Therefore, the affirmative votes
became 5.491.562.693 shares or constituted 99,9994233Yo of the total numbers of votes
cast in the Meeting.

“Therefore, the Meeting with a majority votes resolved:

1) To approve the granting of power and authority to the holder of the Series A
Dwiwarna share to determine, for the members of the Board of
Commissioners:

a) Tantiem / Performance Incentives / Special Incentives for the performance
of the Fiscal Year 2024, in accordance with the applicable regulations: and
b) Honorarium including Facilities and Allowances for the Fiscal Year 2025.

2) To approve the granting of power and authority to the Board of
Commissioners, subject to prior written approval from the holder of the Series
A Dwiwarna share, to determine, for the members of the Board of Directors:
a) Tantiem / Performance Incentives / Special Incentives for the performance

of the Fiscal Year 2024, in accordance with the applicable regulations: and
b) Salaries including Facilities and Allowances for the Fiscal Year 2025.

In the Fourth Agenda of the Meeting:
The results of the voting conducted at the Meeting and through eASY.KSEI were as
follows:

Votes in attendance : 5.491.594.365 shares - 100,0000000Y6
Non-Affirmative Votes 1 30.391.303 shares 5  0,5534149Y6
Abstain votes 1 32.062.059 shares -  0,5838388Y6
Affirmative Votes : 5.429.141.003 shares 5 99,8627463Yo

Based on Article 25 paragraph (11) of the Articles of Association of the Company and
Article 47 of POJK 15/2020, the abstain votes are considered to have cast the same vote
as the majority vote legally issued in the Meeting. Therefore, the affirmative votes
became 5.461.203.062 shares or constituted 99,4465851Y4 of the total numbers of votes
cast in the Meeting.

“Therefore, the Meeting with a majority votes decided:

1. To approve the appointment of the Public Accountant / KAP AMIR ABADI
JUSUF, ARYANTO, MAWAR & Partners (affiliated with RSM) to audit the
Company's Consolidated Financial Statements, the Financial Statements for
the Micro and Small Business Funding Program (PUMK), as well as other
reports for the Fiscal Year 2025,

2. To approve the granting of power and authority to the Company's Board of
Commissioners to:

a. Appoint a Public Accountant and/or KAP to audit the Company's
Consolidated Financial Statements for other periods within the Fiscal
Year 2025 for the purposes and interests of the Company: and

b. Determine the audit fees and other terms for the said Public Accountant
and/or KAP, and to appoint a Substitute Public Accountant and/or KAP
in the event that AMIR ABADI JUSUF, ARYANTO, MAWAR &
Partners (RSM Indonesia), for any reason, is unable to complete the audit
services for the Company's Consolidated Financial Statements and/or
other periods in Fiscal Year 2025, as well as the PUMK Financial
Statements for Fiscal Year 2025, including to determine the audit fees and
other terms for the Substitute Public Accountant and/or KAP.”

In the Fifth Agenda of the Meeting:
“The Board of Directors reported on the realization of funds raised from the
Company's previous public offering(s).”

In the Sixth Agenda of the Meeting:
The results of the voting conducted at the Meeting and through eASY.KSEI were as
follows:

Votes in attendance 1 5.491.594.365 shares - 100,0000000Y46
Non-Affirmative Votes 1 33.805.303 shares 5 0,6155827Yo
Abstain votes 1 28.684.259 shares 5  0,5223303Y6
Affirmative Votes : 5.429.104.803 shares 5 98,8620871Y6

Based on Article 25 paragraph (11) of the Articles of Association of the Company and
Article 47 of POJK 15/2020, the abstain votes are considered to have cast the same vote
as the majority vote legally issued in the Meeting. Therefore, the affirmative votes
became 5.457.789.062 shares or constituted 99,3844173Y6 of the total numbers of votes
cast in the Meeting.

“Therefore, the Meeting with a majority votes resolved:
To approve the amendment to the Use of Proceeds from the Limited Public
Offering through PMHMETD II.”

In the Seventh Agenda of the Meeting:
The results of the voting conducted at the Meeting and through eASY.KSEI were as
follows:

Votes in attendance : 5.491.594.365 shares - 100,0000000Y4
Non-Affirmative Votes 1 33.610.250 shares 5 0,6120309Y6
Abstain votes 1 28.648.059 shares 5  0,521671156
Affirmative Votes : 5.429.336.051 shares 5 98,8662980Y4

Based on Article 25 paragraph (11) of the Articles of Association of the Company and
Article 47 of POJK 15/2020, the abstain votes are considered to have cast the same vote
as the majority vote legally issued in the Meeting. Therefore, the affirmative votes
became 5.457.984.100 shares or constituted 99,3879691”o of the total numbers of votes
cast in the Meeting.

“Therefore, the Meeting with a majority votes resolved:

Approved the addition of alternative forms of debt instruments, as previously
determined in the 2023 Fiscal Year General Meeting of Shareholders of
PT ADHI KARYA (Persero) Tbk, such that in addition to bonds, the issuance
may also include Sukuk, Medium Term Notes (MTN), and other debt
instruments, with a total principal amount of up to IDR 5,000,000,000,000.00
(five trillion rupiah) during the 2024-2026 period, including bonds already issued
in 2024, to meet the needs of the Company's refinancing plans, working capital,
and Public-Private Partnership (PPP) participation.”

In the Eighth Agenda of the Meeting:
The results of the voting conducted at the Meeting and through eASY.KSEI were as
follows:

Votes in attendance : 5.429.594.365 shares - 100,0000000Y6
Non-Affirmative Votes 1 33.610.255 shares 5. 0612030996
Abstain votes 1 28.683.759 shares 5 0,5223212Y6
Affirmative Votes : 5.429.300.351 shares 5 98.8656749Y9

Based on Article 25 paragraph (11) of the Articles of Association of the Company and
Article 47 of POJK 15/2020, the abstain votes are considered to have cast the same vote
as the majority vote legally issued in the Meeting. Therefore, the affirmative votes
became 5.457.984.110 shares or constituted 99,3879691Yo of the total numbers of votes
cast in the Meeting.

“Therefore, the Meeting with a majority votes resolved:
1. Respectfully dismiss the following individuals from their positions as the
Company's Management:

Director Of Operations I : ALLOYSIUS SUKO WIDIGDO
President Commissioner : DODY USODO HARGO SUSENO
Independent Commissioner : HIRONIMUS HILAPOK

Each of whom was appointed based on the Resolution of the Annual General
Meeting of Shareholders for the 2019 Financial Year dated June 4", 2020,
effective as of the closing of this Meeting, with gratitude for the contributions
of their efforts and thoughts during their tenure as members of the Company's

Management.
2. Appoint the following individuals as members of the Company's Management:
Director Of Operations I : ALLOYSIUS SUKO WIDIGDO

President Commissioner : DODY USODO HARGO SUSENO

provisions of the Company's Articles of Association, with due regard to the
laws and regulations in the Capital Market sector and without prejudice to the
rights of the GMS to dismiss them at any time.

With the dismissal and appointment of the Company's Management as
referred to in points 1 and 2, the composition of the Company's Management

shall be as follows:
a. Board Of Directors

1) President Director : ENTUS ASNAWI MUKHSON
2) Director of Human Capital

and Legal :KI SYAHGOLANG PERMATA
3) Finance Director : BANI IOBAL
4) Director of Risk Management

and Systems : YAN ARIANTO
5) Director of Operations I #ALLOYSIUS SUKO WIDIGDO
6) Director of Operations II :HARIMAWAN
7) Director of Operations III : VERA KIRANA

b. Board of Commissioners

1) President Commissioners : DODY USODO HARGO SUSENO
2) Indenpendent Commissioners : R.ERWIN MOESLIMIN SINGAJURU
3) Indenpendent Commissioners : RUSTAM SOFYAN SIRAIT
4) Indenpendent Commissioners : ELAN SUHERLAN
5) Commissioners : BOB ARTHUR LOMBOGIA

5. Members of the Board of Directors and Board of Commissioners appointed as
referred to in point 2 who concurrently hold other positions prohibited by
statutory regulations from being held together with positions on the Board of
Directors and Board of Commissioners of State-Owned Enterprises must
resign or be dismissed from such other positions.

6. Grant power of attorney with the right of substitution to the Company”s Board
of Directors to state the resolutions of this GMS in a Notarial Deed and appear
before a Notary or the competent authority, and to make any necessary
adjustments or amendments if reguired by the relevant authority for the
purpose of implementing the meeting resolutions.”

This resume is submitted prior to the issuance of the copy of said minutes above, which will
be immediately submitted to the Company after being completely prepared.