20241223_PRTL_Laporan Informasi dan Fakta Material_31830683_lamp1.pdf

the appropriation of the Company's profits for the financial year ended December 31,
2023,

Cc. The Company intends to seek and obtain an approval to determine the remuneration and
allowance for members of the Board of Directors and remuneration or honorarium and
allowance for Board of Commissioners of the Company for the financial year of 2024 and
tantieme for Board of Directors and Board of Commissioners of the Company for the
financial year of 2023,

D. The Company intends to seek and obtain approval to appoint Registered Public
Accountant and Public Accounting Firm to audit the Company's Consolidated Financial
Statements for the financial year ended December 31, 2024:

E. The Company intends to seek and obtain an approval for appointment of the Company's
Board of Directors and Board of Commissioners for a 5 (five) year term as of the effective
date of this Resolution until the closing of the Company's annual general meeting of
shareholders in year 2029: and

F. The Company intends to seek and obtain a grant of powers and authority to the Board of
Directors to pay interim dividend for the financial year ended December 31, 2024.

Thus hereinafter, the Shareholders hereby unanimously APPROVE and RESOLVE to adopt the
following Resolutions in lieu of a meeting pursuant to Article 10 paragraph (11) of the Company's
prevailing articles of association:

1. Approval and ratification of (i) the Annual Report of the Company for the financial year
ended December 31, 2023, including the Company's yearly activity report and the
supervisory report of the Board of Commissioners for the financial year ended December
31, 2023, and (ii) the Consolidated Financial Statements of the Company for the financial
year ended December 31, 2023, including of the Balance Sheet and Profit/Loss Statements
of the Company for the financial year ended December 31, 2023, along with the granting
of full release and discharge of responsibilities to the Board of Commissioners and the
Board of Directors of the Company for their supervision and actions during the financial
year ended December 31, 2023 (acguit et de charge):

2. Approval on the appropriation of the Company's profits for the financial year 2023 as
follows:

a. Approximately in the amount of IDR1,219,155,060,252.78 from the Company's net
profit of the financial year ended December 31, 2023 will be distributed as cash
dividends to the Shareholders. Whereas, in accordance with the Resolutions in Lieu
of a General Meeting of Shareholders of the Company dated December 5, 2023, the
Company has distributed interim cash dividend t of the financial year ended December
31, 2023 to the Shareholders approximately in the amount of IDR312,794,249,600. As
such, the remaining amount of the cash dividend for the financial year ended

4d

4.

December 31, 2023 is approximately in the amount of, will be distributed to the
Shareholders, with the following details:

(i) SMN will receive cash dividend in the amount of IDR906,360,810,380: and

(ii) FAS will receive cash dividend in the amount of IDR272.82.

An amount of IDR100,000,000 (one hundred million Rupiah) will be appropriated as
reserve funds, with the remaining Company profits being allocated as retained
earnings, and

The remainder of the net income will be recorded as retained earnings, which will be
used to increase working capital of the Company

Approval on the granting of authority to the controlling shareholder of the Company, namely
PT Sapta Adhikari Investama to determine salaries and allowances for members of the
Board of Directors and salaries or honorariums and allowances for members of the Board
of Commissioners of the Company for the financial year of 2024 (two thousand and twenty
four) and tantieme for members of the Board of Directors and Board of Commissioners for
the financial year of 2023 (two thousand and twenty three), by taking into account the
proposals from the Board of Commissioners and the Remuneration and Nomination
Committee of the Company

a.

Approval on the appointment of Widya Arijanti and Public Accounting Firm
Purwantono, Sungkoro & Surja (a member firm of Ernst & Young Global Limited), each
registered with Financial Services Authority (“OJK”) as Public Accountant and
Public Accounting Firm, to audit the Consolidated Financial Statements of the
Company for the financial year ended December 31, 2024, or to appoint other Public

Accountant within the same Public Accounting Firm, in the event of the said Public

Accountant and/or Public Accounting firm is permanently unable to audit the

Consolidated Financial Statements of the Company for the financial year ended

December 31, 2024:

Approval on the granting of power and authority to the Company's Board of

Commissioners to:

(i) determine honorarium and other terms in connection with the appointment of
Public Accountant and/or Public Accounting Firm as referred to in number 1
above, taking into account the recommendation from the Audit Committee of the
Company:

(ii) appoint replacement Public Accountant and/or Public Accounting Firm (including
determine honorarium and other terms), taking into account input and
recommendation from the Audit Committee of the Company, in the event that: (i)
the appointment of the Public Accountant and/or Public Accounting Firm as
referred to in number 1 cannot be completed: or (ii) the Public Accountant and/or
Public Accounting Firm as referred to in number 1 are unable to carry out or
complete the audit of the Company's Consolidated Financial Statements for the
financial year ended December 31, 2024, with the following criteria and limitations:
a) obtain an international reputation,

b) registered on the OJK, and

Cc) fulfil other terms and conditions that are deemed appropriate by the
Company's Board of Commissioners, by taking into account suggestion and
consideration from the Audit Committee of the Company.

5. Approval on the appointment of the members of the Board of Directors and the Board of
Commissioners of the Company for a 5-year term commencing from the effective date of
this Resolution until the closing of the Annual General Meeting of Shareholders in year
2029, and therefore, the composition of the members of the Board of Directors and the
Board of Commissioners of the Company following the effective date of this Resolutions
shall be as follows:

Board of Directors

President Director 1 Ferdinandus Aming Santoso
Vice President Director 1 Stephen Duffus Weiss
Director : Eko Santoso Hadiprodjo
Director 1 Indra Gunawan

Director 1 Anita Anwar

Director 1 Juliawati Gunawan Halim

Board of Commissioners

President Commissioner 1 Ario Wibisono
Commissioner 1 Kenny Harjo
Independent Commissioner : John Aristianto Prasetio
Independent Commissioner :  Kusmayanto Kadiman

6. a. Approval on the granting of power and full authority to the Company's Board of
Directors (subject to the approval from the Board of Commissioners), to the extent that
the Company's financial condition allows, and subject to the prevailing laws and
regulations, to determine and distribute the interim dividend for the financial year
ended December 31, 2024, provided that, such interim dividend distribution shall be
made in accordance with Article 72 of Law No. 40 of 2007 regarding Limited Liability
Companies, including but not limited to determine the form, amount and payment
method of such interim dividend: and

b. Granting of power and authority as mentioned in point 6(a) above is valid commencing
from the date of this Resolutions.

FURTHER RESOLVED, to appoint and authorize the Board of Directors of the Company or Mrs.
Monalisa Irawan and/or Mrs. Maya Marcella, jointly or severally, with right of substitution, to
represent the Company and the Shareholders to appear before a Notary and other relevant
authorities (if and as necessary) to restate all or part of these Resolutions in a form of a Notarial
Deed in Bahasa Indonesia and to handle and submit all documents and related application to any
government agencies or authorities, including but not limited to the Ministry of Law and Human
Rights for approval and/or notification, the Indonesian Stock Exchange and/or the Financial
Services Authority as deemed necessary or as the case may be reguired, being Company is an
issuer under the applicable capital market law, and to do any and all act necessary or reguired
with due and observance of the applicable laws and regulations in order to carry out and/or give
effect to the above Resolutions, without any exceptions.

The validity, legality and enforceability of each of the above Resolutions are severable. If any
resolutions as set out in this Resolution shall be deemed invalid, unlawful or unenforceable in any
respect under any applicable law, the remaining resolutions in this Resolution shall not be affected
Or impaired in any way.

This Resolution may be executed in counterparts each of which shall be treated as an original
document and the signed Resolution which is being signed separately by each of the
Shareholders of the Company shall be constituted as forming part of the same and one
inseparable instrument.

This Resolution is effective on the date which the last counterpart is executed by the Shareholders
of the Company.

IN WITNESS WHEREOF, these Resolutions have been made and signed by the Shareholders
of the Company.

(Signature Page Follows)

The Shareholders of
PT Profesional Telekomunikasi Indonesia

The holder of 3,322,620,186 shares representing 99999776 of the total issued and paid up capital of the Company

For and on behalf

PT Sarana Menara Nusantara, Tbk

R Adam Gifari Eko Page aptoso Hadiprodjo
Vice President Director 3 Or
Date: June 25, 2024 Date: June 25, 2024

The holder of 1 share representing 0.000346 of the total issued and paid-up capital of the Company

Ferdinandus Aming Santoso
Date: June 25 , 2014