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20241120_ADRO_Ringkasan Risalah//Risalah RUPS_31779717_lamp2.pdf
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ANNOUNCEMENT
SUMMARY MINUTES
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT ADARO ENERGY INDONESIA TBK
PT ADARO ENERGY INDONESIA Tbk (hereinafter referred to as “the Company”), domiciled in South Jakarta, hereby announces that on
Monday, November 18th, 2024, at Cyber 2 Tower, 26th floor, Jl. H.R. Rasuna Said Blok X-5 No. 13, Jakarta Selatan, 12950, its Extraordinary
General Meeting of Shareholders (hereinafter “EGMS”) has been held offline and online using the Electronic General Meeting System facility
(“eASY.KSEI”) provided by PT Kustodian Sentral Efek Indonesia (“KSEI”). The EGMS was commenced at 09.45 Western Indonesian Time,
with the following summary minutes:
A. The members of the Board of Commissioners and the Board of Directors attending the EGMS
The Board of Commissioners:
- Arini Saraswaty Subianto, acting as Commissioner;
- Budi Bowoleksono, acting as Independent Commissioner; and
- Ir. Mohammad Effendi, acting as Independent Commissioner and a legitimate proxy, based on the power of attorney privately signed
on November 7th, 2024 of, respectively:
- Edwin Soeryadjaya, in his position as President Commissioner.
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- Ir. Theodore Permadi Rachmat, in his position as Vice President Commissioner.
The Board of Directors:
- Garibaldi Thohir, acting as President Director;
- Christian Ariano Rachmat, acting as Vice President Director;
- Michael William P. Soeryadjaya, acting as Director.
- M. Syah Indra Aman, acting as Director;
- Julius Aslan, acting as Director; and
- Iwan Dewono Budiyuwono, acting as Director.
B. Quorum of Shareholders
The quorum provisions for EGMS implementation are as follows:
➢ For EGMS First Agenda: Pursuant to article 41 point 1(a) of FSA Regulation number 15/POJK.04/2020 on the Plan and
Implementation of General Meeting of Shareholders of Public Companies (“POJK No. 15/2020”), EGMS can be convened if it is
attended by the shareholders or their proxies representing more than ½ (one half) of the total number of shares with valid voting rights
that have been issued by the Company and pursuant to article 41 point 1(c) of POJK No. 15/2020, the EGMS resolutions are valid if
approved by more than ½ (one half) of the total shares with voting rights attending the EGMS.
➢ For EGMS Second Agenda: Pursuant to article 42 (a) of POJK No. 15/2020, EGMS can be convened if it is attended by the
shareholders or their proxies representing more than 2/3 (two thirds) of the total number of shares with valid voting rights that have
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been issued by the Company and pursuant to article 42 (b) of POJK No. 15/2020, the EGMS resolutions are valid if approved by more
than 2/3 (two thirds) of the total shares with voting rights attending the EGMS.
➢ The EGMS was attended by the Company’s shareholders or shareholder proxies totaling 25,670,087,033 (twenty-five billion six
hundred seventy million eighty-seven thousand and thirty-three) shares or 83.456% (eighty-three point four five six percent) out of
30,758,665,900 (thirty billion seven hundred fifty-eight million six hundred sixty-five thousand and nine hundred) shares, which is the
total number of shares issued by the Company until the EGMS implementation date.
➢ In accordance with POJK No. 15/2020, the provisions on EGMS quorum have been fulfilled. Therefore, the EGMS was valid and
qualified to make valid and binding resolutions.
C. The EGMS Agenda
1. Approval for the use of a portion of the Company’s retained earnings to be distributed as additional final cash dividend
2. The change of the Company’s name
D. Question & Answer Session
Prior to making the resolutions, the EGMS Chairperson offered the opportunity to the shareholders or shareholder proxies to submit
questions at the discussion of the EGMS agenda. The summary is as follows:
- Four shareholders or shareholder proxies raised questions during the discussion of the EGMS First Agenda, consisting of two
shareholders or shareholder proxy who conveyed the questions offline using the question forms and two shareholders or shareholder
proxies who conveyed the questions online through eASY.KSEI.
- Two shareholders or shareholder proxies raised questions during the discussion of the EGMS Second Agenda, consisting of one
shareholders or shareholder proxy who conveyed the questions offline using the question forms and one shareholder or shareholder
proxy who conveyed the questions online through eASY.KSEI.
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E. EGMS Resolution Mechanism
The Shareholders and/or Shareholder proxies may cast votes in the EGMS either offline using the voting cards distributed, or online
through the eASY KSEI system.
The resolutions were to be made under deliberation for consensus mechanism; however, in the case that any of the shareholders or
shareholder proxies disagreed or abstained, the resolutions would be made through voting by collecting the voting cards.
F. EGMS Resolutions
EGMS First Agenda
Number of Four persons
shareholders conveying
a question
Voting result Agree Abstain Disagree
EGMS approved with 25,670,067,433 (twenty-five 84,874,400 (eighty-four million 19,600 (nineteen thousand six
majority votes billion six hundred seventy million eight hundred seventy-four hundred) shares or 0.000% (zero
sixty-seven thousand four hundred thousand four hundred) shares. point zero zero zero percent) out of
and thirty-three) shares or the total votes attending the EGMS.
99.999% (ninety-nine point nine - Pursuant to article 47 of POJK
nine nine percent) out of the total No. 15/2020, the shareholders
votes attending the EGMS. with valid voting rights who
attended the EGMS but did not
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vote, or abstained, are deemed to
have voted for the same options
as the majority votes of the
shareholders who voted.
Resolutions on the 1. Approved the appropriation and use of a portion of the Company’s unappropriated retained
EGMS First Agenda earnings as at December 31st, 2023 as recorded in the Company’s Consolidated Financial Statements
audited by Public Accounting Firm Tanudiredja, Wibisana, Rintis & Rekan in its report of February
28th, 2024, to be distributed as additional final cash dividend to all the Company’s shareholders in the
amount up to US$2,629,396,000 (two billion six hundred twenty-nine million three hundred ninety-
six thousand United States dollars).
2. Granted full authority to the Company’s Board of Directors to, under their own discretion, take any
decisions and/or actions they consider appropriate or necessary for the implementation of the
distribution/payment of the additional final cash dividend, including but not limited to the procedure
for the distribution/payment of the additional final cash dividend, the use of third-party funding, the
determination of the implementation date of the distribution/payment of the additional final cash
dividend, the amount of the distribution/payment of the additional final cash dividend, the
announcement of the schedule of the distribution/payment of the additional final cash dividend, and
other decisions and/or actions which the Company’s Board of Directors, under their own
consideration, perceive to be appropriate or necessary, and with regard to the implementation of
such authority, the Company’s Board of Directors may grant authority (with substitution rights) to
the party(ies) they appoint.
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3. Ratified and approved all the actions taken by the Company’s Board of Directors as explained above.
EGMS Second Agenda
Number of two persons
shareholders conveying
a question
Voting result Agree Abstain Disagree
EGMS approved with 22,372,506,419 (twenty-two 100,503,059 (one hundred million 3,297,580,614 (three billion two
majority votes billion three hundred seventy-two five hundred and three thousand hundred ninety-seven million five
million five hundred and six fifty-nine) shares. hundred eighty thousand six
thousand four hundred and hundred fourteen) shares or
nineteen) shares or 87.153% - Pursuant to article 47 of POJK 12.846% (twelve point eight four
(eighty-seven point one five three No. 15/2020, the shareholders six percent) out of the total votes
percent) out of the total votes with valid voting rights who attending the EGMS.
attending the EGMS. attended the EGMS but did not
vote, or abstained, are deemed to
have voted for the same options
as the majority votes of the
shareholders who voted.
Resolutions on the 1. Approved the change of the Company’s name from PT Adaro Energy Indonesia Tbk to
EGMS Second Agenda PT Alamtri Resources Indonesia Tbk, and therefore amended article 1 point (1) of the
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Company’s articles of association concerning the Company’s name.
2. Granted full authority to the Company’s Board of Directors to, under their own discretion, take
any decisions and/or actions they consider appropriate or necessary for the implementation of the
name change, including but not limited to the confirmation on the decision concerning the change
of the Company’s name on a notarial deed in accordance with the proposed change of the
Company’s articles of association, the selection and determination on the other name changes of
the Company if deemed necessary, submit the proposal to obtain the approval of the Minister of
Law, register it in the Company Register, and with regard to the implementation of such
authority, the Company’s Board of Directors may grant authority (with substitution rights) to the
party(ies) they appoint.
3. Ratified and approved all the actions taken by the Company’s Board of Directors as explained
above.
The EGMS was concluded at 10.27 Western Indonesian Time.
G. Distribution Schedule and Mechanism for the Additional Final Cash Dividend
Following the resolution of the First Agenda of the Meeting, the distribution schedule and mechanism of the additional final cash dividend
are as follows:
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Distribution Schedule of the Additional Final Cash Dividend
Remarks Date
a. Announcement of the schedule and mechanism for the distribution of additional final cash dividend on
November 20th, 2024
IDX’s website and the Company’s website
b. The date for recording the shareholders who are entitled to the additional final cash dividend (“record
November 29th, 2024
date”)
c. Announcement of conversion rate (Bank Indonesia’s middle rate) and information on the dividend
November 29th, 2024
amount per share on IDX’s website and the Company’s website
d. Regular and negotiated market:
• Cum dividend November 26th, 2024
• Ex dividend November 28th, 2024
e. Cash Market:
• Cum dividend November 29th, 2024
• Ex dividend December 2nd, 2024
f. Payment of additional final cash dividend December 6th, 2024
Distribution Mechanism for the Additional Final Cash Dividend:
1. This announcement shall serve as the official announcement from the Company and the Company will not issue any separate
announcement to the shareholders.
2. The additional final cash dividend will be distributed to the shareholders listed in the Company’s List of Shareholders on November
29th, 2024 (record date) up to 16:00 Western Indonesian Time.
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3. The additional final cash dividend will be distributed in rupiah currency by referring to Bank Indonesia’s middle rate on the EGMS
date as the conversion rate. The Company will report and announce the conversion rate and the amount of dividend per share on
FSA’s e-reporting facilities, IDX’s website and the Company’s website on November 29th, 2024.
4. The shareholders whose shares are recorded in the collective custody of KSEI will receive the additional final cash dividend through
the holders of the accounts at KSEI. The written confirmation on the distributed additional final cash dividend will be submitted by
KSEI to the securities firms and/or custodian banks, and the shareholders will subsequently receive the information on the matter
from the respective securities firm and/or custodian bank of their account.
5. The provisions of income tax deduction on the distribution of the additional final cash dividend to foreign shareholders (foreign tax
payers) are:
a. The income tax deduction for the shareholders domiciled in the countries with no tax treaty with the government of Indonesia
shall refer to Article 26 of Income Tax Law, in which the withholding tax rate is 20% (twenty percent) of gross amount.
b. The income tax deduction for the shareholders domiciled in the countries with a tax treaty with the government of Indonesia shall
refer to the treaty, which generally applies lower withholding tax rate. However, to take advantage of the tax treaty, the
shareholders must submit the authentic copy of Certificate of Domicile issued by the Tax Authority of their respective country,
which shall be valid as at the Record Date. The authentic copy of the document must be submitted no later than November 29th,
2024 at 16.00 Western Indonesian Time to:
- KSEI through the account holders appointed by the shareholders (for the shareholders whose shares are kept / recorded at
collective custody);
- the Company’s Bureau of Securities Administration (for the shareholders with share scrips).
If the authentic copy of the document is not submitted until the said deadline, the additional final cash dividend to be distributed will
be deducted with income tax Article 26 with the tax rate of 20% (twenty percent).
6. The withholding tax proof for the additional final cash dividend for the Company’s shareholders recorded on KSEI’s collective
custody (scripless) and the shareholders with share scrips may be obtained from the Company’s Securities Administration Bureau.
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This announcement of the Minutes of Meeting is in the fulfillment of Article 51 of POJK 15/2020.
Jakarta, November 20th, 2024
PT ADARO ENERGY INDONESIA Tbk
THE BOARD OF DIRECTORS
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Names mentioned 18 people and organisations named in the text · linked when the evidence is strong
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.1
unresolved
person
Ir. Mohammad Effendi
· Independent Commissioner
p.1
unresolved
person
Ir. Theodore Permadi Rachmat
p.2 ×2
unresolved
—
Christian Ariano Rachmat
· Vice President Director
p.2 ×2
unresolved
—
Michael William P. Soeryadjaya
· Director
p.2
unresolved
—
M. Syah Indra Aman
· Director
p.2
unresolved
org
Rintis & Rekan
p.5
unresolved
org
Minister of Law
p.7
unresolved
org
Bank Indonesia
p.8 ×2
unresolved
org
Bank Indonesia’s
p.8 ×2
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