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20250425_AADI_Pemanggilan RUPS_31878032_lamp2.pdf
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Page 1
INVITATION
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT ADARO ANDALAN INDONESIA TBK
The Board of Directors of PT Adaro Andalan Indonesia Tbk (”the Company”), domiciled at Cyber 2 Tower
26th floor, Jl. H.R. Rasuna Said Blok X-5, No. 13, Jakarta 12950, is hereby announcing and inviting the
Company’s shareholders to attend the Annual General Meeting of Shareholders (“the Meeting”), which
will be held on Thursday, May 22, 2025 from 09.00 AM Western Indonesian Time – finish, offline at
Cyber 2 Tower 26th floor, Jl. H.R. Rasuna Said Blok X-5, No. 13, Jakarta 12950 and online through an
application provided by PT Kustodian Sentral Efek Indonesia (“KSEI”), i.e. KSEI’s Electronic General
Meeting System (“eASY.KSEI”). The Meeting’s agenda and explanations are as follows:
Agenda 1:
Approval for the Company’s Annual Report and the Ratification of the Company’s Consolidated
Financial Statements for the Fiscal Year of 2024
Explanation:
The approval for the Company’s Annual Report and the ratification of the Company’s Consolidated
Financial Statements for the year ended on December 31, 2024, which have been audited by Daniel
Kohar S.E., CPA, from Rintis, Jumadi, Rianto dan Rekan Public Accounting Firm (a member of
PricewaterhouseCoopers/PwC global network in Indonesia) and signed on February 28, 2025 with
unqualified opinion, for all material respects.
The full release and discharge (acquit et de charge) to all members of the Company’s Board of Directors
and Board of Commissioners for the management and supervisory actions carried out in the fiscal year
2024.
The Company’s Annual Report and Consolidated Financial Statements for the year ended on December
31, 2024 can be downloaded from the Company’s website (www.adaroindonesia.com).
Agenda 2:
Determination on the Appropriation of the Company’s Net Income for the Fiscal Year of 2024
Explanation:
The determination on the appropriation of the Company’s net income of the fiscal year of 2024 as
defined in article 9 point (3) letter b of the Company’s articles of association (“the Articles of
Association”) juncto article 70 and article 71 of Law no. 40 of 2007 on Limited Liability Companies, as
amended by the Government Regulation in lieu of Law no. 2 of 2022 on Job Creation (“Perppu No.
2/2022”) as enacted into a law based on Law no. 6 of 2023 on the Enactment of Perppu No. 2/2022
into a Law.
PT Adaro Andalan Indonesia Tbk
Cyber 2 Tower Lantai 26, Jl. H.R. Rasuna Said Blok X-5 No.13, Jakarta 12950, Indonesia
T 6221 521 1256 F 6221 521 1226
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PT Adaro Andalan Indonesia Tbk
Invitation Annual General Meeting of Shareholders
Agenda 3:
Appointment of the Public Accounting Firm and/or 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:
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) and point (3) of the Financial Services Authority Regulation No. 29 of
2023 on the Buyback of Shares Issued by Public Companies, share buyback by the Company shall first
obtain the GMS approval.
On April 15, 2025, the Company published an Information Disclosure to the public on the Company’s
share buyback plan through Indonesian Stock Exchange (“IDX”) website and the Company’s website
(www.adaroindonesia.com).
Agenda 6:
Report of the Realization of the Use of Proceeds from the Company’s Initial Public Offering
Explanation:
Report of the realization of the use of proceeds of the Company’s initial public offering as the
fulfilment of article 6 and article 7 of the Financial Services Authority Regulation No. 30/POJK.04/2015
on the Report on the Realization of the Use of Proceeds from Public Offering.
Notes on the Meeting:
1. The Meeting will be held offline by limiting the attendance of the Shareholders (as defined
below) to maximum 150 (one hundred fifty) Shareholders, and online. The online Meeting will
be held using the eASY.KSEI facility provided by KSEI.
PT Adaro Andalan Indonesia Tbk
Cyber 2 Tower Lantai 26, Jl. H.R. Rasuna Said Blok X-5 No.13, Jakarta 12950, Indonesia
T 6221 521 1256 F 6221 521 1226
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PT Adaro Andalan Indonesia Tbk
Invitation Annual General Meeting of Shareholders
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 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 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.
4. 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.
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 April 29, 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.adaroindonesia.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 Datindo
Entrycom at Jalan Hayam Wuruk nomor 28 Lantai 2, Kelurahan Kebon Kelapa, Kecamatan
Gambir, as follows:
i. Conventional Power of Attorney (PoA)
The Shareholders can download the draft of the PoA on the Company’s website
(www.adaroindonesia.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 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
PT Adaro Andalan Indonesia Tbk
Cyber 2 Tower Lantai 26, Jl. H.R. Rasuna Said Blok X-5 No.13, Jakarta 12950, Indonesia
T 6221 521 1256 F 6221 521 1226
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PT Adaro Andalan Indonesia Tbk
Invitation Annual General Meeting of Shareholders
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 guidance for registration and explanation on eASY.KSEI are presented on the
Company’s website (www.adaroindonesia.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
Meeting 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, as well as the Meeting agenda and rules of conduct can be downloaded on
the Company’s website at (www.adaroindonesia.com) as of the date of this Invitation. The
Shareholders may ask questions relevant to the Meeting agenda through email to
corsec@adaroindonesia.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
Meeting 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.adaroindonesia.com).
Jakarta, April 30, 2025
PT ADARO ANDALAN INDONESIA TBK
The Board of Directors
* This Meeting invitation is made in both Indonesian dan English language. In case of discrepancies
between the Indonesian and English version, the Indonesian version shall prevail.
PT Adaro Andalan Indonesia Tbk
Cyber 2 Tower Lantai 26, Jl. H.R. Rasuna Said Blok X-5 No.13, Jakarta 12950, Indonesia
T 6221 521 1256 F 6221 521 1226
Names mentioned 7 people and organisations named in the text · linked when the evidence is strong
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.1
unresolved
person
Daniel Kohar S.E.
p.1
unresolved
org
Rianto dan Rekan
p.1 ×2
unresolved
person
Firman Sababalat
p.2
unresolved
org
Financial Services Authority
p.2 ×3
unresolved
org
PT Datindo Entrycom
p.3
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