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20250410_JPFA_Laporan Informasi dan Fakta Material_31874724_lamp2.pdf
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Unofficial English Translation
TO WHOM IT MAY CONCERN
Number: 299SI.NOT/IV/2025
The undersigned, I : CHRISTINA DWI UTAMI, Bachelor of Laws, Master in Humanities, Master of Notary
Public, Notary at Administration City of West Jakarta, hereby declares that:
PT. JAPFA COMFEED INDONESIA Tbk, domiciled in South Jakarta (hereinafter referred to as “the
Company”) has held:
- Annual General Meeting of Shareholders, at:
Day, date : Thursday, April 10, 2025.
Place : Ballroom 1, Pullman Jakarta Central Park, Podomoro City,
Jalan Letnan Jenderal Siswondo Parman Kaveling 28, Jakarta 11470.
Time: : 10.21 – 11.26 Western Indonesia Time.
Agendas :
1. To approve Company’s Annual Report and to ratify Company’s Financial Statement for the
financial year 2024;
2. To determine utilization of Company’s profit for financial year 2024;
3. To authorize Board of Commissioners to appoint public accountant to audit Company’s book
for financial year 2025 and to determine its remuneration;
4. To appoint members of Board of Commissioners and Board of Directors;
5. To determine salary and benefit of members of Board of Commissioners and Board of
Directors;
(hereinafter referred to as “AGM”).
Deed of Minutes of Annual General Meeting of Shareholders number 12 of PT. JAPFA COMFEED
INDONESIA Tbk, dated April 10, 2025, has been drawn for the Company.
Attendance of Members of Board of Directors and Board of Commissioners of the Company:
Members of Board of Directors attending the AGM:
President Director : Mr. RENALDO SANTOSA;
Vice President Director : Mr. TAN YONG NANG;
Director : Mr. ANTONIUS HARWANTO SURYO SEMBODO;
Director : Mr. LEO HANDOKO LAKSONO;
Director : Mr. Insinyur RACHMAT INDRAJAYA;
Members of Board of Commissioners attending the AGM:
President Commissioner : Mr. Haji SYAMSIR SIREGAR;
Vice President Commissioner
/Independent : Mr. BAMBANG BUDI HENDARTO;
Independent Commissioner : Mr. ITO SUMARDI DJUNI SANYOTO;
Commissioner : Mr. HENDRICK KOLONAS;
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Chairman of the AGM:
-The AGM was chaired by Mr. Haji SYAMSIR SIREGAR, as President Commissioner of the Company.
Attendance of Shareholders:
-The AGM was attended by the shareholders and their proxies representing 10,273,424,015 shares out of
11,627,669,901 shares or 88.35%, which constitute all issued shares of the Company (after being deducted
with number of shares have been bought back by the Company).
Questions and/or Opinions:
-The shareholders and its proxies were given opportunity to raise question and/or to give opinion for each
agenda of the AGM, but none of the shareholders raise a question.
Adopting Resolution Mechanism:
-The adoption of resolution AGM shall be adopted amicably to reach a mutual consensus, in the event the
consensus is not reached, the resolution shall be adopted by voting.
Voting Result:
1. First Agenda:
- Shareholders or proxies present cast “abstain” : 159,333,005 votes.
- Shareholders or proxies present cast “against/not agree” : 16,210,343 votes.
- Shareholders and proxies present cast “affirmative” : 10,097,880,667 votes.
- Hence the resolution was approved by : 10,257,213,672 votes or
99.84%, or more than 1/2
(one-half) of the total votes
lawfully cast at the meeting.
2. Second Agenda:
- Shareholders or proxies present cast “abstain” : 140,750,939 votes.
- Shareholders or proxies present cast “against/not agree” : 5,185,880 votes.
- Shareholders and proxies present cast “affirmative” : 10,127,487,196 votes.
- Hence the resolution was approved by : 10,268,238,135 votes or
99.95%, or more than 1/2
(one-half) of the total votes
lawfully cast at the meeting.
3. Third Agenda:
- Shareholders or proxies present cast “abstain” : 140,750,939 votes.
- Shareholders or proxies present cast “against/not agree” : 443,125,851 votes.
- Shareholders and proxies present cast “affirmative” : 9,689,547,225 votes.
- Hence the resolution was approved by : 9,830,298,164 votes or
95.69%, or more than 1/2
(one-half) of the total votes
lawfully cast at the meeting.
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4. Fourth Agenda:
- Shareholders or proxies present cast “abstain” : 156,960,782 votes.
- Shareholders or proxies present cast “against/not agree” : 261,950,659 votes.
- Shareholders and proxies present cast “affirmative” : 9,854,512,574 votes.
- Hence the resolution was approved by : 10,011,473,356 votes or
97.45%, or more than 1/2
(one-half) of the total votes
lawfully cast at the meeting.
5. Fifth Agenda:
- Shareholders or proxies present cast “abstain” : 140,750,939 votes.
- Shareholders or proxies present cast “against/not agree” : 21,776,878 votes.
- Shareholders and proxies present cast “affirmative” : 10,110,896,198 votes.
- Hence the resolution was approved by : 10,251,647,137 votes or
99.79%, or more than 1/2
(one-half) of the total votes
lawfully cast at the meeting.
AGM Resolution:
Decision of the First Agenda:
- (i) Approve the Annual Report of the Company for the financial year ended December 31, 2024 which
includes the Consolidated Financial Statements of the Company and its Subsidiaries (audited) for
financial year ended December 31, 2024 which has been audited by the Public Accountant Office of
Purwantono, Sungkoro & Surja (a member firm of Ernst & Young Global Limited) as stipulated in the
Independent Auditor’s Report of February 28, 2025 Number 000112/2.1032/AU.1/01/0704-4/1/II/2025,
with fair opinion in all material respect; (ii) to ratify the Annual Supervisory Report of the Board of
Commissioners of the Company for the financial year ended December 31, 2024; and (iii) to acquit and
discharge the Board of Directors and the Board of Commissioners of the Company for the management
and supervision have been done in the financial year ended December 31, 2024, provided that the
management and supervision are reflected in the Company’s Annual Report for the financial year ended
December 31, 2024;
Decision of the Second Agenda:
a. To approve the use of consolidated profit of the Company for the financial year 2024 with amount of
Rp. 3,018,892,076,352.00 (three trillion, eighteen billions, eight hundred ninety two millions, seventy
six thousands, three hundred fifty two Rupiah) as follows:
i. will be distributed as cash dividend for the financial year ended December 31, 2024, with details as
follows:
− Rp 813,936,893,070.00 (eight hundred thirteen billions, nine hundred thirty-six millions, eight
hundred ninety three thousands, seventy Rupiah) or Rp70.00 (seventy Rupiah) per share
which has been distributed by the Company on October 29, 2024, as the interim dividends;
− Rp813,936,893,070.00 (eight hundred thirteen billions, nine hundred thirty-six millions, eight
hundred ninety three thousands, seventy Rupiah) or Rp70.00 (seventy Rupiah) per share will
be distributed as the additional cash dividends for the financial year 2024;
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Therefore the total cash dividends for the financial year 2024 are Rp1,627,873,786,140.00 (one
trillion, six hundred twenty seven billions, eight hundred seventy three millions, seven hundred
eighty six thousands, one hundreds forty Rupiah) or Rp. 140.00 (one hundreds forty Rupiah) per
share.
ii. the remaining amount shall be recorded as retained earnings.
b. For additional dividend payments, the following terms and conditions shall apply:
i. the additional amount of the dividends for the financial year 2024 will be distributed for each share
issued by the Company on the recording date, which will be determined by the Board of Directors;
ii. for the payments of the additional dividends for the financial year 2024, the Board of Directors shall
withhold for tax on such dividends in accordance with the prevailing tax regulations;
iii. the Board of Directors is granted the power and authority to stipulate matters concerning or relating
to the payment of the additional dividends for the financial year 2024, including (but not limited to):
− stipulating the recording date as referred to in point (i) to determine the shareholders of the
Company who have the rights to receive payments on the remaining dividends for the financial
year 2024; and
− stipulating the date of payment of the additional dividends for the financial year 2024, and any
other technical matters with due observance of the regulations of the Stock Exchange where
the Company's shares are listed;
Decision of the Third Agenda:
Authorize and give power to the Board of Commissioners of the Company to appoint Public Accountant
Office to audit the Company’s book for the financial year 2025, and to determine the remuneration of the
Public Accountant and other requirements for the said Public Accountant Office, and to determine Public
Accountant Office replacement, in the event the determined Public Accountant Office, for any reason,
cannot accomplish auditing the Company Financial Report for the financial year 2025, including to
determine the remuneration of such Public Accountant Office.
Decision of the Fourth Agenda:
a. Appoint the members of the Board of Commissioners (including Independent Commissioners) and the
Board of Directors of the Company, which is effective as of the closing of this Meeting, until the closing
of the Company's Annual General Meeting of Shareholders in 2026, with the following composition:
− President Commissioner : Mr. Haji SYAMSIR SIREGAR
− Vice President Commissioner/
Independent : Mr. BAMBANG BUDI HENDARTO
− Independent Commissioner : Mr. ITO SUMARDI DJUNI SANYOTO
− Commissioner : Mr. HENDRICK KOLONAS
− Commissioner : Mr. ANTONIUS HARWANTO SURYO SEMBODO
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− President Director : Mr. RENALDO SANTOSA
− Vice President Director : Mr. TAN YONG NANG
− Director : Mr. LEO HANDOKO LAKSONO
− Director : Mr. Insinyur RACHMAT INDRAJAYA
− Director : Ms. GABRIELLA SANTOSA
b. Authorize and give power with the rights of substitution to the Board of Directors of the Company to
state such appointment` in a deed which is drawn up before a Notary Public, and to take all actions
required with respect to the foregoing without any exception.
Decision of the Fifth Agenda:
- Authorize and give power to (a) the Board of Commissioners to determine the salary and benefit for the
Board of Directors along with distribution of duties and powers of the members of Board of Directors and
(b) the President Commissioner to determine the salary and benefit for the members of the Board of
Commissioners (including member of Independent Commissioners).
This Letter is made to be used accordingly.
Jakarta, April 10, 2025.
Notary in West Jakarta Administrative City
Stamped & Signed
CHRISTINA DWI UTAMI, S.H., M.Hum., M.Kn.
Names mentioned 13 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Insinyur RACHMAT INDRAJAYA
p.1 ×4
unresolved
org
Young Global Limited
p.3
unresolved
person
Signed CHRISTINA DWI UTAMI
p.5
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