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20241010_FILM_Ringkasan Risalah//Risalah RUPS_31734770_lamp2.pdf

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Page 1
                    ANNOUNCEMENT OF SUMMARY OF MINUTES OF
              EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
                          PT MD ENTERTAINMENT Tbk

The Board of Directors of PT MD ENTERTAINMENT Tbk (the “Company”) hereby inform the
shareholders of the Company that on Tuesday, 08 October 2024, the Company has held an
Extraordinary General Meeting of Shareholders at 15.17 - 16.58 WIB (“Meeting”), located at MD
Building I, 8th floor, Jl. Setiabudi Selatan No. 7, South Jakarta, with the summary of the Meeting as
follows:

A.   The agenda of the Meeting is as follows:

     1. Approval in relation to the Company's plan to carry out Material Transactions as stipulated
        under OJK Regulation No. 17/POJK.04/2020 concerning Material Transactions and Change of
        Business Activities in connection with the takeover of PT Net Visi Media Tbk.

     2. Approval in relation to the plan to add television broadcasting business activities due to the
        takeover of PT Net Visi Media Tbk, accompanied by a discussion of the feasibility study of the
        addition of such business activities.

     3. Approval in relation to the Company's plan to increase its capital without pre-emptive rights for
        maximum of 10% of the Company's issued and paid-up capital (PMTHMETD I).

B.   Members of the Board of Commissioners and Board of Directors of the Company who were present
     at the Meeting:
     -Board of Commissioners:
     President Commissioners          : Mrs. SHANIA MANOJ PUNJABI
     Commissioners                    : Mr. SANJEVA ADVANI
     Independent Commissioners        : Mr. INNAYAT HARESH KHUBCHANDANI

     -Board of Directors:
     President Director                  : Mr. MANOJ DHAMOO PUNJABI
     Director                            : Mr. PRIYADARSHI ANAND
     Director                            : Mr. SAJAN LACHMANDAS MULANI

C.   The Meeting was attended by the Company's authorized shareholders and/or their representatives
     representing 99.04% or 9,419,464,767 shares out of a total of 9,511,217,000 shares with voting
     rights issued by the Company. Of the total shareholders and/or representatives of the Company's
     shareholders who were present, independent shareholders and/or representatives of independent
     shareholders who were present at the Meeting represented 96.96% or 2,931,332,167 shares of the
     total 3,023,084,400 shares with voting rights issued by the Company and owned by independent
     shareholders.

D.   In the Meeting, the shareholders were given the opportunity to ask questions and/or give opinions
     related to each agenda of the Meeting. There were no shareholders or representatives of
     shareholders who asked questions and/or gave opinions on all agenda items of the Meeting.
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E.   The decision-making mechanism in the Meeting is as follows:

     Decision making on all agenda of the Meeting is carried out by deliberation for consensus, in the
     event that deliberation for consensus is not reached, decision making is carried out by way of
     voting.

G.   The results of the decisions made by voting, the number of votes and the percentage of the
     Meeting's decisions of all shares with voting rights who were present at the Meeting are as follows:

    Meeting’s                                        Number of Votes
      Agenda            Agree+Abstain               Agree         Disagree                  Abstain
First                    9.419.464.767          9.418.942.947                               521.820
                                                                      -
                            (100%)               (99,9945%)                                (0,0055%)
Second                   9.419.464.767          9.418.942.947                               521.820
                                                                      -
                            (100%)               (99,9945%)                                (0,0055%)
Third                    2.931.332.167          2.930.810.347                               521.820
                            (100%)               (99,9822%)           -                    (0,0178%)
                         (independent)                                                   (independent)


H.   The resolutions of the Meeting have essentially decided and approved the following matters:

     First agenda:
     a. Approved the Company's plan to carry out Material Transactions as stipulated under OJK
        Regulation 17/POJK.04/2020 concerning Material Transactions and Change of Business Activities
        in connection with the takeover of PT Net Visi Media Tbk.

     b. Approved the granting of power and authority to the Board of Directors of the Company to take
        all actions related to the resolution, with due observance of the prevailing laws and regulations.

        Second agenda:
         Approved the addition of television broadcasting business activities for the Company group as a
         result of the acquisition of PT Net Visi Media Tbk by the Company.

     Third agenda:
     1.    Approved the issuance of a maximum of 951,121,700 (nine hundred fifty one million one
           hundred twenty one thousand seven hundred) shares of the Company with a nominal value
           of Rp100 (one hundred Rupiah) per share or a maximum of 10% (ten percent) of the total
           issued and fully paid shares or paid-up capital as stated in the amendment to the articles of
           association that has been notified and received by the authorized Minister at the time of the
           announcement of the Meeting, with a nominal value of each share of Rp100 (one hundred
           Rupiah), through a Capital Increase without Pre-emptive Rights to the Company's
           shareholders in accordance with OJK Regulation No. 14/POJK.04/2019 on Amendment to
           OJK Regulation No. 32/POJK.04/2015 on Capital Increases of Public Companies by Granting
           Preemptive Rights, and to approve the amendment of Article 4 paragraph (2) of the
           Company's articles of association in relation to the increase of the Company's issued and
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     paid-up capital resulting from the implementation of the Capital Increase Without Granting
     Preemptive Rights. The issuance of these shares of the Company will be carried out under
     the conditions and price in accordance with the prevailing laws and regulations in the capital
     market.

2.   Granting power and authority to the Board of Commissioners of the Company with the right
     of substitution to the Board of Directors of the Company to declare the realization of the
     shares issuance by amending the provisions of the articles of association of the Company,
     including but not limited to:
     a. To increase the issued and paid-up capital of the Company by issuing new shares in
         portfolio based on the results of the implementation of the Capital Increase Without
         Preemptive Rights (PMTHMETD), and to determine the amount of issued and paid-up
         capital and/or the actual number of shares that have been issued by the Company after
         the implementation of PMTHMETD based on reports from the Company's Securities
         Administration Bureau and/or other authorized parties after the requirements in the
         applicable laws and regulations have been met;

     b. To approve the determination of the fix number of new shares issued in the PMTHMETD
        and the exercise price of the PMTHMETD as proposed by the Company's Board of
        Directors, taking into account the applicable laws and regulations in the capital market;

     c. To state/record this resolution in deeds made before a Notary, to amend and/or
        restructure the provisions of Article 4 paragraph (2) of the Company’s articles of
        association or the entirety of Article 4 of the Company’s articles of association in
        accordance with this resolution (including reaffirming the composition of shareholders in
        the deed if necessary), as required by and in accordance with the applicable laws and
        regulations.; and

     d. To create or request the creation of, and to sign, the necessary deeds, letters, and
        documents, and subsequently to submit applications for approval and/or notifications
        regarding the resolutions of this Meeting and/or amendments to the Company’s articles of
        association as stated in this resolution, to the relevant authorities, as well as to take all
        necessary actions in accordance with the applicable laws and regulations.

3.   To grant power and authority to the Company’s Board of Directors, with the right of
     substitution, either partially or wholly, to take any and all necessary actions in connection
     with the issuance of new shares as part of the above-mentioned PMTHMETD, in accordance
     with the applicable laws and regulations, including but not limited to:
     a. To negotiate and sign other agreements, including those related to conditional share
        subscription agreements with terms and conditions deemed favorable for the Company by
        the Board of Directors;
     b. To determine the exercise price in connection with the PMTHMETD with the approval of
        the Board of Commissioners, considering the applicable laws and regulations in the
        capital market;
     c. To determine the fix number of shares issued in connection with the PMTHMETD with the
        approval of the Board of Commissioners;
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          d. To deposit the Company’s shares in collective custody at PT Kustodian Sentral Efek
             Indonesia in accordance with the regulations of the Central Securities Depository;
          e. To submit application for the listing of new shares issued by the Company on the
             Indonesia Stock Exchange;
          f. To confirm one or more resolutions outlined in the Meeting's resolutions in one or more
             Notarial deeds; and
          g. To take any other necessary and/or required actions to implement and complete the
             above matters and to achieve the aims and objectives of the resolutions made by the
             shareholders as stated in the Meeting's resolutions, including actions authorized to the
             representatives and completing all matters related to any or all of these, including but not
             limited to, appearing or being present before a Notary or other parties; providing,
             obtaining, and/or receiving information and/or documents of any kind; and creating,
             causing to be created, initialing, and/or signing any documents.

This summary of the minutes of the Meeting is announced to comply with the provisions of Article 49
and Article 51 of the Financial Services Authority Regulation No. 15/POJK.04/2020 concerning the Plan
and Implementation of General Meetings of Shareholders of Public Companies, as well as Article 22
paragraphs (6) and (7) of the Company’s articles of association.

                                      Jakarta, 10 October 2024

                                   PT MD ENTERTAINMENT Tbk
                                        Board of Directors

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Names mentioned 11 people and organisations named in the text · linked when the evidence is strong

linked org MD ENTERTAINMENT Tbk p.1 ×8
linked person SHANIA MANOJ PUNJABI p.1
linked person INNAYAT HARESH KHUBCHANDANI p.1
linked person MANOJ DHAMOO PUNJABI p.1
linked person PRIYADARSHI ANAND p.1
possible person SAJAN LACHMANDAS MULANI C. p.1 ×2
unresolved org Net Visi Media Tbk. p.1 ×8
unresolved person SANJEVA ADVANI Independent p.1 ×2
unresolved org PT Kustodian Sentral Efek Indonesia p.4
unresolved org Indonesia Stock Exchange p.4
unresolved org Financial Services Authority p.4

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no RUPS minutes content - likely misclassified

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