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20241021_ADRO_Ringkasan Risalah//Risalah RUPS_31748054_lamp3.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, is hereby announcing that on
Friday, October 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 opened at 10.39 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 October 15th, 2024 of, respectively:
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- Edwin Soeryadjaya, in his position as President Commissioner.
- Ir. Theodore Permadi Rachmat, in his position as Vice President Commissioner.
The Board of Directors:
- Garibaldi Thohir, acting as President Director and a legitimate proxy based on the privately signed Power of Attorney of October 15th,
2024 of:
- Michael William P. Soeryadjaya, in his position as Director.
- Christian Ariano Rachmat, acting as Vice President Director;
- M. Syah Indra Aman, acting as Director;
- Julius Aslan, acting as Director; and
- Iwan Dewono Budiyuwono, acting as Director.
B. Implementation and Quorum of Shareholders
- EGMS implementation and the quorum for a valid EGMS implementation shall refer to article 6 of Financial Services Authority (FSA)
Regulation number 17/POJK.04/2020 on Material Transactions and Changes of Business Activities (“POJK 17/2020”) and 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”). Pursuant to article 41 of POJK 15/2020, EGMS can be convened if it is attended by the shareholders
or their legitimate proxies representing more than ½ (one half) of the total number of shares with voting rights that have been issued
by the Company.
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- The EGMS was attended by the Company’s shareholders (“the Shareholders”) or shareholder proxies totaling 25,781,297,311
(twenty-five billion seven hundred eighty-one million two hundred ninety-seven thousand three hundred and eleven) shares or
83.817% (eighty-three point eight one seven 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
- Approval for the Company’s plan to sell up to all of the shares owned by the Company in PT Adaro Andalan Indonesia (previously
PT Alam Tri Abadi), which qualifies as a material transaction pursuant to FSA Regulation number 17/POJK.04/2020 on Material
Transactions and Changes of Business Activities (POJK 17/2020).
D. Question & Answer Session
Prior to making the resolutions, the EGMS Chairperson offered the opportunity to the Shareholders to submit questions relevant to the
EGMS agenda. There were seven Shareholders or Shareholder proxies who raised questions during the discussion of the EGMS agenda,
consisting of five Shareholders or Shareholder proxies who conveyed the questions offline using the question forms and two
Shareholders or Shareholder proxies 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 Agenda
Number of seven people
Shareholders
conveying a question
Voting result Agree Abstain Disagree
EGMS approved with 25,775,287,417 (twenty-five 259,413,384 (two hundred fifty- 6,009,894 (six million nine
majority votes billion seven hundred seventy-five nine million four hundred thirteen thousand eight hundred ninety-
million two hundred eighty-seven thousand three hundred eighty- four) shares or 0.023% (zero point
thousand four hundred and four) shares. zero two three percent) out of the
seventeen) shares or 99.976% total votes attending the EGMS.
(ninety-nine point nine seven six - Pursuant to article 47 of POJK
percent) out of the total votes No. 15/2020, the shareholders
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attending the EGMS. with valid voting rights who
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 Company’s plan to sell up to all of the shares owned by the Company in PT Adaro Andalan
EGMS agenda Indonesia (previously PT Alam Tri Abadi), which qualifies as a material transaction pursuant to FSA
Regulation number 17/POJK.04/2020 on Material Transactions and Changes of Business Activities,
through a public offering to all of the Company’s shareholders, based on FSA Regulation number
76/POJK.04/2017 on Public Offering by Existing Shareholders.
2. Approved the granting of full power and authority with substitution rights to the Company’s Board of
Directors to implement the planned transaction based on the procedure, timeline, terms and conditions
considered proper by the Board of Directors and to sign each and all document(s) required for
conducting the planned transaction by complying with the applicable regulatory provisions.
3. Approved and ratified all the actions taken by the Company’s Board of Directors concerning the
implementation of the above resolutions without exception.
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The EGMS was concluded at 11.22 Western Indonesian Time.
Jakarta, October 21st, 2024
PT ADARO ENERGY INDONESIA TBK
THE BOARD OF DIRECTORS
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Names mentioned 16 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
—
M. Syah Indra Aman
· Director
p.2
unresolved
org
Financial Services Authority
p.2
unresolved
org
PT Adaro Andalan EGMS
p.5
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