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20241104_ADRO_Pemanggilan RUPS_31752977_lamp2.pdf
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THE ADDITIONAL INFORMATION ON THE INVITATION TO THE
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
PT ADARO ENERGY INDONESIA TBK
The Board of Directors of PT Adaro Energy Indonesia Tbk (”the Company”), domiciled at Menara Karya
23rd floor, Jl. HR Rasuna Said Blok X-5, Kav 1-2, Jakarta 12950, is hereby announce to the shareholders
the additional information on the invitation to Company’s Extraordinary General Meeting of
Shareholders (“the Meeting”) which has been conveyed on October 25th, 2024 on IDX’s website, KSEI’s
Electronic General Meeting System (“eASY.KSEI”), and the Company’s website, on the section
presenting the explanation of the Meeting agenda.
The Meeting will be held online and offline on Monday, November 18th, 2024 from 09.00 AM Western
Indonesian Time, at Cyber 2 Tower 26th floor, Jl. H.R Rasuna Said Blok X-5 No. 13 Jakarta Selatan. The
Meeting agenda and explanations are as follows:
Agenda 1
Approval for the use of a portion of the Company’s retained earnings to be distributed as additional
final cash dividend.
Explanation:
Based on the Company’s articles of association and in view of the applicable statutory requirements,
the Company intends to propose to its shareholders for approving the use of a portion of the
Company’s retained earnings of December 31st, 2023 as booked in the consolidated financial
statements audited by the Public Accounting Firm Tanudiredja, Wibisana, Rintis & Rekan by its report
number 00217/2.1025/AU.1/02/1130-4/1/II/2024 of February 28th, 2024 (the Financial Statements),
which will be distributed as additional final cash dividend totaling up to US$2,629,396 thousand.
The Company has sufficient consolidated internal cash balance for covering cash dividend distribution.
However, for efficient internal cash and cash-flow management, the Company may also use short-term
third-party funding to cover some of the cash dividend payments.
As previously announced in the Information Disclosure released on October 16th, 2024, the Company
intends to distribute additional final cash dividend to allow the shareholders, of their own free will, to
participate in buying the shares of PT Adaro Andalan Indonesia (“AAI”) through the Public Offering by
the Existing Shareholders mechanism based on the Financial Services Authority Regulation number
76/POJK.04/2017 on the Public Offering by the Existing Shareholders (POES) implemented by the
Company.
Agenda 2
The change of the Company’s name
Explanation:
The approval for changing the Company’s name and therefore changing article 1 point (1) of the
Company’s articles of association. The plan to change the Company’s name is among the Company’s
initiatives to introduce its new identity as a parent entity that will have a stronger focus on green
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businesses and development of environmentally-friendly projects through the Adaro Minerals and
Adaro Green business pillars, following the separation from the thermal coal mining business pillar and
several supporting businesses through the POES mechanism.
Notes on the Meeting:
1. The Meeting will be conducted offline (physical attendance) and online. The online Meeting will
take place using the eASY.KSEI facility provided by PT Kustodian Sentral Efek Indonesia (“KSEI”).
The Company would like to encourage the shareholders to participate in the Meeting by
attending and casting their votes in the Meeting online using eASY.KSEI facility, or granting the
power of attorney that includes the authority to attend and cast votes by way of (i) a
conventional power of attorney or (ii) electronic power of attorney through eASY.KSEI (“e-
Proxy”) as explained in point 5 below.
Due to the limited room capacity, the Company can only accommodate up to 50 (fifty)
shareholders. The Company will not provide any souvenir, food, or drink.
2. The Meeting will be implemented by referring to FSA Regulation number 15/POJK.04/2020 on
the Plan and Implementation of the General Meeting of Shareholders of Publicly Listed
Companies and FSA Regulation number 16/POJK.04/2020 on the Implementation of the
Electronic General Meeting of Shareholders of Public Companies.
3. The Company will not send a separate invitation to the shareholders and this invitation shall
constitute the official invitation to the Meeting for all shareholders of the Company.
4. The shareholders who are entitled to attend the Meeting, either in person, online, or
represented by way of the power of attorney are the Company’s shareholders whose names
are registered on the Company’s List of Shareholders on October 24th, 2024 until 16:00
Western Indonesian Time (“the Shareholders”).
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5. 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 the
Meeting agenda, to the Company’s Securities Administration Bureau, i.e. PT Ficomindo
Buana Registrar, based on the following power of attorney:
i. Conventional Power of Attorney (PoA)
The Shareholders can download the draft of the PoA on the Company’s website
www.adaro.com. 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, 10150, by attaching a copy of valid ID (KTP/passport). The
Shareholders may also grant power of attorney at the Meeting venue by bringing and
providing a copy of valid ID 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 Directors and the Board of
Commissioners’ appointments, and a copy of the ID card of the PoA’s principal. 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.
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.
ii. E-proxy
The delegation of power of attorney (e-proxy) shall be executed through the eASY.KSEI
application accessible on https://akses.ksei.co.id/. E-Proxy may be executed since the
date of this invitation until 1 (one) business day before the date of the Meeting at 12:00
noon Western Indonesian Time.
b. Only the power of attorneys validated by the Company’s shareholders are allowed to
represent the Shareholders in the Meeting and counted in the quorum for voting.
6. Further guidelines for registration and explanation on eASY.KSEI are presented on the
Company’s website www.adaro.com and KSEI’s website www.easy.ksei.co.id.
7. The Shareholders and/or the Shareholders’ Proxies wishing to attend the Meeting in person are
expected to have arrived at the Meeting venue by 30 (thirty) minutes before the scheduled
Meeting time.
8. Other matters not yet set forth in this Meeting Invitation will be determined and arranged in
the Meeting’s Rules of Conduct to be made available at www.easy.ksei.co.id and the Company’s
website at www.adaro.com.
Jakarta, November 4th, 2024
PT ADARO ENERGY INDONESIA TBK
The Board of Directors
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Rintis & Rekan
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Financial Services Authority
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PT Kustodian Sentral Efek Indonesia
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PT Ficomindo Buana Registrar
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