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20241224_TOBA_Ringkasan Risalah//Risalah RUPS_31830967_lamp3.pdf
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ANNOUNCEMENT
SUMMARY OF MINUTES
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT TBS ENERGI UTAMA Tbk
The Board of Directors of PT TBS Energi Utama Tbk (hereinafter referred to as “the Company”), domiciled in South Jakarta, herewith announces that it
has conducted the Extraordinary General Meeting of Shareholders (hereinafter referred to as “the Meeting”) on Friday, December 20, 2024. The Meeting
was held at 09.14 – 09.53 Western Indonesian Time at Assembly Hall Menara Mandiri Lantai 9, Jl. Jenderal Sudirman Kav 54-55, Jakarta Selatan – 12190,
which summarized in following Summary Minutes of the Meeting:
A. Compliance with Legal Procedures for Holding Meetings
1. Notification of the Meeting’s plan to the Financial Services Authority (OJK) through Letter Number:216/TBS/X/2024 dated 31 October 2024
regarding Notification of the General Meeting of Shareholder plan of PT TBS Energi Utama Tbk;
2. Notification of changes of the Meeting schedule to the Financial Services Authority (OJK) through Letter Number:235/TBS/XI/2024 dated 7
November 2024 and Number:247/TBS/XI/2024 dated 12 November 2024;
3. Notification of changes of the Meeting agenda to the Financial Services Authority (OJK) through Letter Number:259/TBS/XI/2024 dated 28
November 2024;
4. Announcement of the Meeting plan on 13 November 2024 and invitation to the Meeting on 28 November 2024 through the Indonesia Stock
Exchange’s website, the Company’s website and eASY.KSEI system; and
5. Disclosure of Information and Additional and/or Amendment to the Disclosure of Information to Shareholders through the Indonesia Stock
Exchange’s website and the Company’s website on 13 November 2024 and 18 December 2024.
B. Meeting Agenda
The meeting is held with agenda of the Meeting as follows:
1. Approval in relation to the Company’s intention to conduct Material Transaction in accordance with Financial Services Authority Regulation Number
17/POJK.04/2020 regarding Material Transaction and Change of Business Activities.
C. Members of the Board of Commissioners and the Board of Directors of the Company who attended the Meeting
Board of 1. Bacelius Ruru, acting as President Commissioner concurrently Independent Commissioner
Commissioners 2. Dr. Ahmad Fuad Rahmany, acting as Independent Commissioner
3. Prof. Bambang Permadi Soemantri Brodjonegoro S.E., M.U.P., Ph.D, acting as Independent Commissioner
Board of Directors 1. Dicky Yordan*, acting as President Director
2. Pandu Patria Sjahrir, acting as Vice President Director
3. Alvin Firman Sunanda, acting as Director
4. Juli Oktarina, acting as Director
5. Mufti Utomo, acting as Director
6. Sudharmono Saragih, acting as Director
* attend online
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D. Quorum of Shareholders in the Meeting
1. The provisions of the quorum as required in Article 14 paragraph (3) and (4) of the Company’s Articles of Association, that the Meeting can be held
if it is attended and/or represented by the shareholders or their legitimate proxies which representing more than 1/2 of total shares with valid votes
which has been issued by the Company;
2. The Meeting was attended by the shareholders and/or the legal proxies of the Company's shareholders in total 6,834,242,495 (six billion eight
hundred thirty-four million two hundred forty-two thousand four hundred ninety-five) shares or 83.673% (eighty-three point six seven three percent)
of 8,167,826,970 (eight billion one hundred sixty seven million eight hundred twenty six thousand nine hundred seventy) shares, issued and fully
paid in the Company.
E. Question & Answer Session in the Meeting
The shareholders of the Company are given the opportunity to ask questions, the Chairman of the Meeting provides the opportunity for the shareholders
or the proxies of the Company's shareholders to ask questions and/or provide opinions regarding the agenda of the Meeting being discussed. During
the question-and-answer opportunity, there were no shareholders present physically or electronically at the Meeting asking questions and/or opinions.
F. Mechanism of Resolutions in the Meeting
The Company’s shareholders can provide power of attorney electronically to attend and raise votes in the Meeting through KSEI’s Electronic General
Meeting System or eASY.KSEI at https://akses.ksei.co.id provided by PT Kustodian Sentral Efek Indonesia (“KSEI”). The shareholders or the proxy of
the shareholder who physically attended the Meeting may submit votes by filling out the voting cards provided.
The resolutions were made under deliberation for consensus mechanism, however, in the case that any of the shareholder or shareholders’ proxies
disagreed or abstained, the resolutions would be made by voting through the collection of voting cards.
G. Voting Results in the Meeting
The Company appointed Notary Aulia Taufani, S.H., and the Company’s share registrar, PT Datindo Entrycom, as independent parties to count and/or
validate the votes at the Meeting. The voting results at each Meeting are as follows:
Agenda Agreed Abstained Disagreed
Approval in relation to the 6,069,085,551 shares or 88.804% of 62,519.,300 share or 0.915% of the 702,637,644 shares or 10.281% of
Company’s intention to the total votes attend at the Meeting. total votes attend at the Meeting. the total votes attend at the
conduct Material Transaction Meeting.
in accordance with Financial
Services Authority Regulation In accordance with the provisions of Article 14 paragraph (16) of the Company's Articles of Association, the
Number 17/POJK.04/2020 abstaining votes shall be deemed to cast the same as the majority vote of shareholders who cast votes. Therefore,
regarding Material Transaction the total number of votes in favor amounts to 6,131,604,851 shares or representing 89.719% of the total valid
and Change of Business shares present in the Meeting, which has resolved to approve the proposed resolutions of the Meeting Agenda.
Activities.
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H. Meeting Resolutions
The resolutions made of the Meeting are as follows:
Agenda Meeting Resolutions
Approval in relation to the 1. Approve the plan for the Material Transaction based on OJK Regulation Number 17/POJK.04/2020
Company’s intention to concerning Material Transactions and Changes in Business Activities, in connection with the purchase by
conduct Material Transaction SBT Investment 2 (the Company’s subsidiary) of 266,563,184 ordinary shares of Sembcorp Industries Ltd,
in accordance with Financial representing 100 percent of the shares issued by Sembcorp Environment Pte. Ltd, including the provision of
Services Authority Regulation a guarantee by the Company to Sembcorp Industries Ltd for the fulfillment of obligations under the share
Number 17/POJK.04/2020 purchase agreement (hereinafter referred to as the “Company's Material Transaction”).
regarding Material Transaction 2. To grant approval and authority to the Board of Directors of the Company, either individually or collectively,
and Change of Business with the right of substitution, in accordance with the Company’s articles of association, to draft, execute, sign,
Activities. and/or deliver as well as implement any agreements and necessary actions related to all documents to be
signed and/or delivered under or in connection with such agreements, including all amendments and
additions thereto, under terms and conditions deemed appropriate by the Company’s Board of Directors and
to perform any necessary actions as deemed appropriate by the Company’s Board of Directors in relation to
the decisions concerning the implementation of the Company’s Material Transaction, without exception, while
adhering the applicable laws and regulations in the Republic of Indonesia, including regulations in the Capital
Market sector.
The resolutions of the Meeting as mentioned above are stated in the Deed of Minutes of Meeting dated December 20, 2024 Number 30, made by Notary
Aulia Taufani S.H. The copy of the deed is currently still in the process of being completed at the Notary's office. The announcement of the Summary of
the Minutes of the Meeting is made in compliance with the provisions of Article 51 of POJK 15/2020 concerning the Plan and Implementation of the
General Meeting of Shareholders of Public Company.
Jakarta, December 23, 2024
PT TBS ENERGI UTAMA Tbk
BOARD OF DIRECTORS
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Names mentioned 19 people and organisations named in the text · linked when the evidence is strong
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Financial Services Authority
p.1 ×5
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Indonesia Stock Exchange
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M.U.P.
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Oktarina
· Director
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PT Kustodian Sentral Efek Indonesia
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Notary Aulia Taufani
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PT Datindo Entrycom
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Sembcorp Industries Ltd
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Sembcorp Environment Pte. Ltd
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