20250416_ADMR_Pemanggilan RUPS_31876105_lamp1.pdf

PT Adaro Minerals Indonesia Tbk
Invitation Annual General Meeting of Shareholders




Agenda 3
Appointment of the Public Accounting Firm and 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 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
Changes in the Composition of the Company’s Board of Commissioners

Explanation:
Based on the provision of article 20 point (6) of the Company’s articles of association and article 23
of 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 Commissioners are appointed and dismissed by the
General Meeting of Shareholders.

The granting of power and authority to the Company’s Board of Directors with substitution rights to
restate the resolution on the change in the composition of the Company’s Board of Commissioners in
a notarial deed, notify the Minister of Law of the Republic of Indonesia on the change, register the
change in the company register, and take all necessary actions in accordance with the applicable
statutory provisions and regulations.

Agenda 6
Change in the Company’s Name

Explanation:
The approval for changing the Company’s name to PT Alamtri Minerals Indonesia Tbk, which will
amend article 1 point (1) of the Articles of Association.




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PT Adaro Minerals Indonesia Tbk
Invitation Annual General Meeting of Shareholders




Agenda 7
Adjustment of Article 3 of the Company’s Articles of Association

Explanation:
The approval to adjust one of the Indonesian Standard of Industrial Classification (“ISIC” or “KBLI”)
codes in article 3 of the Articles of Association with an ISIC code that is more suitable to the actual
business activities 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 Company’s actual business activities, and the Company only intends to adjust the
code ISIC 70100 (Head Office Activities) stated in article 3 of the Articles of Association with a more
suitable ISIC code, i.e. ISIC 64200 (Holding Company Activities).

Notes on the Meeting:

 1.   The Meeting will be held offline by limiting the attendance of the Shareholders (as defined
      below), i.e. maximum 200 (two hundred) Shareholders, and online through KSEI Electronic
      General Meeting System (“eASY.KSEI”) facility provided by PT Kustodian Sentral Efek Indonesia
      (“KSEI”).

      The Company will not provide any souvenir for the Shareholders attending the Meeting.

 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) represented by their proxies, based on conventional power of attorney or based
      on electronic 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 21, 2025 until 16:00 Western Indonesian Time (“the Shareholders”).




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PT Adaro Minerals Indonesia Tbk
Invitation Annual General Meeting of Shareholders




6.    The Meeting announcement has been published by the Company on March 27, 2025 on its
      website (www.adarominerals.id), 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.adarominerals.id). 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 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.




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PT Adaro Minerals Indonesia Tbk
Invitation Annual General Meeting of Shareholders




8.    Further guidelines for registration and explanation on eASY.KSEI are presented on the
      Company’s website (www.adarominerals.id) 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 and the Meeting Agenda can be downloaded on the Company’s website at
      (www.adarominerals.id) as of the date of this Invitation. The Shareholders may ask questions
      relevant to the Meeting Agenda through email to corsec@adarominerals.id. 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
      commencement of the Meeting.

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.adarominerals.id).

                                          Jakarta, April 22, 2025
                                    PT ADARO MINERALS INDONESIA TBK

                                             The Board of Directors




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