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ANNOUNCEMENT
SUMMARY MINUTES
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT ADARO ANDALAN INDONESIA Tbk
The Board of Directors of PT ADARO ANDALAN INDONESIA Tbk (hereinafter referred to as “the Company”), domiciled in South Jakarta,
hereby announces that its Annual General Meeting of Shareholders (hereinafter referred to as “AGMS”) has been implemented on Friday, May
22nd, 2026, at 14.37–16.11 Western Indonesian Time, at Cyber 2 Tower, 26th Floor, Jl. H.R. Rasuna Said Blok X-5 No. 13, Jakarta Selatan, 12950,
which resulted in the following AGMS Summary Minutes:
A. AGMS Mechanism
The AGMS was implemented offline and online, with the online AGMS implemented using KSEI Electronic General Meeting System
(“eASY.KSEI”) facility provided by PT Kustodian Sentral Efek Indonesia.
B. The Members of the Board of Commissioners and the Board of Directors Attending the AGMS
The Board of Commissioners:
a. Budi Bowoleksono, acting as President Commissioner (Independent); and
b. Primus Dorimulu, acting as Commissioner.
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The Board of Directors:
a. Julius Aslan, acting as President Director;
b. Lie Luckman, acting as Director;
c. Ir. Priyadi, acting as Director; dan
d. Susanti, acting as Director.
C. Quorum of Shareholder Attendance
The AGMS quorum provisions for all AGMS agenda are as follows:
1. For the first to the fifth agenda of the AGMS, pursuant to article 41 paragraph (1) letter a of the Financial Services Authority Regulation
number 15/POJK.04/2020 on the Plan and Implementation of the General Meeting of Shareholders of Public Companies (hereinafter
referred to as “POJK No. 15/2020”), and article 13 paragraph 2 letter a point (1) of the Company’s articles of association, the quorum
of Shareholders is more than 1/2 (one half) of the total number of shares with valid voting rights attend or are represented in the AGMS.
2. For the sixth agenda of the AGMS, pursuant to article 42 letter a of POJK No. 15/2020 and article 13 paragraph 3 letter a of the Company’s
articles of association, the quorum of Shareholders in the AGMS is minimum 2/3 (two thirds) of the total number of shares with valid
voting rights attend or are represented in the AGMS.
3. The seventh agenda of the AGMS is for reporting to the Shareholders.
The AGMS was attended by shareholders and/or legitimate shareholder proxies totaling 6.897.949.531 (six billion eight hundred ninety
seven million nine hundred forty nine thousand five hundred thirty one) shares or 88.584% (eighty eight point five eight four percent) out of
7.786.891.760 (seven billion seven hundred eighty six million eight hundred ninety one thousand seven hundred sixty) shares, which is the
total shares issued by the Company up to the AGMS date. Therefore, the provisions on the quorum for all AGMS agendas have been fulfilled
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in accordance with POJK No. 15/2020 and the Company’s articles of association. Therefore, AGMS was able to be convened and make
valid and binding resolutions.
D. AGMS Agenda
1. Approval for the Company’s Annual Report and the Ratification of the Company’s Consolidated Financial Statements for the Fiscal
Year of 2025;
2. Determination on the Appropriation of the Company’s Net Income for the Fiscal Year of 2025;
3. Appointment of the Public Accountant and/or Public Accounting Firm to Audit the Company’s Consolidated Financial Statements for
the Fiscal Year of 2026;
4. Determination of the Honorarium or Salary and Allowances for the Company’s Board of Commissioners and Board of Directors for
the Fiscal Year of 2026;
5. Approval for the Share Buyback by the Company in Accordance with the Provisions of the Financial Services Authority Regulation
No. 29 of 2023 on the Buyback of Shares Issued by Public Companies;
6. Adjustment of Article 3 of the Company’s Articles of Association to the Indonesian Standard of Industrial Classification (ISIC) 2025;
and
7. Report of the Realization of the Use of Proceeds from the Company’s Initial Public Offering.
E. Question and Answer Session
• The shareholders and/or shareholder proxies who attended the AGMS in person and intended to convey (a) question(s) may do so by
filling out the question forms distributed. The Company’s officers collected the question forms which had been completed with the
AGMS agenda, name of shareholder, number of shares owned or represented, and questions conveyed.
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• The shareholders and/or shareholder proxies who attended the AGMS online and intended to convey (a) question(s) may do so by
writing the question(s) in the chat column on the eASY.KSEI platform.
• All questions relevant to the AGMS agenda were read in the AGMS.
• 3 (three) shareholders or shareholder proxies conveyed questions in person using the question forms in the first AGMS agenda.
• 1 (one) shareholder or shareholder proxy conveyed a question in person using the question forms in the second AGMS agenda.
• 1 (one) shareholder or shareholder proxy conveyed a question in person using the question forms in the fifth AGMS agenda.
F. Mechanism of Resolutions
Based on the provision of article 40 of POJK No. 15/2020, the AGMS resolutions were to be made under deliberation for consensus
mechanism. In the event that deliberation for consensus was not achieved, the resolutions were made through voting.
In the voting, the shareholders and/or shareholder proxies attending the AGMS in person who voted disagree or abstained filled out the
voting cards distributed in the AGMS. The shareholders and/or shareholder proxies attending the AGMS online who voted disagree or
abstained submitted the votes through eASY.KSEI.
G. AGMS Resolutions
The Company has appointed Notary Humberg Lie, S.H., S.E., M.Kn. and Securities Administration Bureau PT Datindo Entrycom as
independent parties to count and/or validate the votes in the AGMS.
1. For the first to the fifth agenda of the AGMS, pursuant to article 41 paragraph (1) letter c of POJK No. 15/2020 and article 13 paragraph
2 letter a point (3) of the Company’s articles of association, the AGMS resolutions are valid if approved by more than 1/2 (one half) of
the total number of shares with voting rights attending or represented in the AGMS.
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2. For the sixth agenda of the AGMS, pursuant to article 42 letter b of POJK No. 15/2020 and article 13 paragraph 3 letter b of the Company’s
articles of association, the AGMS resolutions are valid if approved by more than 2/3 (two thirds) of the total number of shares with voting
rights attending or represented in the AGMS.
3. The seventh agenda of the AGMS is for reporting to the shareholders on the realization of the use of proceeds from the Company’s initial
public offering; therefore, no voting and resolution were made in the AGMS.
AGMS First Agenda
Number of shareholders 3 (three) shareholders or shareholder proxies conveyed questions in person using the question forms. No
conveying (a) shareholder or shareholder proxy conveyed questions online through eASY.KSEI.
question(s)
Voting result Agree Abstain Disagree
AGMS approved with A total of 6,897,115,643 (six A total of 20,378,968 (twenty A total of 833,888 (eight hundred
majority votes billion eight hundred ninety-seven million three hundred seventy-eight thirty-three thousand eight hundred
million one hundred fifteen thousand nine hundred sixty-eight) eighty-eight) shares or 0.012% (zero
thousand six hundred forty-three) shares. point zero one two percent) out of
shares or 99.987% (ninety-nine -Pursuant to article 47 of POJK the total votes attending the AGMS.
point nine eight seven percent) out No. 15/2020, the shareholders with
of the total votes attending the valid voting rights who attend the
AGMS. AGMS but do not vote, or abstain,
are deemed to vote for the same
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options as the majority votes of the
shareholders who vote.
Resolutions on the first 1. Approved the Company’s Annual Report for the fiscal year 2025 on the Company’s activities and
AGMS agenda management for the year 2025, signed by the Company’s Board of Directors and Board of
Commissioners.
In the implementation, the Company’s Board of Directors is granted absolute authority to make (a)
decision(s) and/or take any action perceived by the Company’s Board of Directors to be good or
necessary for the Company’s Board of Directors (or any party appointed or delegated by the
Company’s Board of Directors) to submit the Annual Report and the approval for the Annual Report
to the Minister of Law of the Republic of Indonesia.
2. Ratified the Consolidated Financial Statements of the Company and subsidiaries of December 31st,
2025 and for the fiscal year ended on this date, which have been audited based on the report of the
Public Accounting Firm Rintis, Jumadi, Rianto dan Rekan (a member of PricewaterhouseCoopers
global network in Indonesia) of March 4th, 2026 with unmodified opinion for the Group’s
consolidated financial position of December 31st, 2025, and consolidated financial performance and
consolidated cash flows for the year ended on this date, in accordance with the Financial Accounting
Standards of Indonesia.
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The approval for the Company’s Annual Report for the fiscal year of 2025, and the ratification of the
Company’s Consolidated Financial Statements of December 31st, 2025 and for the year ended on this date,
means granting full release and discharge (acquit et decharge) to the members of the Company’s Board
of Directors and Board of Commissioners for the management and supervisory actions carried out in the
fiscal year of 2025.
AGMS Second Agenda
Number of shareholders 1 (one) shareholder or shareholder proxy conveyed questions in person using the question forms. No shareholder
conveying (a) or shareholder proxy conveyed questions online through eASY.KSEI.
question(s)
Voting result Agree Abstain Disagree
AGMS approved with A total of 6,895,036,543 (six A total of 20,088,068 (twenty A total of 2,912,988 (two million
majority votes billion eight hundred ninety-five million eighty-eight thousand sixty- nine hundred twelve thousand nine
million thirty-six thousand five eight) shares. hundred eighty-eight) shares or
hundred forty-three) shares or -Pursuant to article 47 of POJK 0.042% (zero point zero four two
99.957% (ninety-nine point nine No. 15/2020, the shareholders with percent) out of the total votes
five seven percent) out of the total valid voting rights who attend the attending the AGMS.
votes attending the AGMS. AGMS but do not vote, or abstain,
are deemed to vote for the same
options as the majority votes of the
shareholders who vote.
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Resolutions on the Approved the appropriation of net income attributable to the owners of the parent entity of the Company
second AGMS agenda for the fiscal year of 2025 in the amount of US$760,179,521 (seven hundred sixty million one hundred
seventy-nine thousand five hundred twenty-one United States dollars), as follows:
1. A total of US$10,000,000 (ten million United States dollars) to be appropriated for mandatory reserve
fund to fulfil the provisions of article 70 and article 71 of Law 40 of 2007 concerning Limited-liability
Companies as amended by the Government Regulation in lieu of Law no. 2 of 2022 on Job Creation
as enacted into a law based on Law no. 6 of 2023 on the Enactment of Government Regulation in lieu
of Law of the Republic of Indonesia No. 2 of 2022 concerning Job Creation into Law;
2. A total of US$450,000,000 (four hundred fifty million United States dollars) to be distributed as cash
dividends, out of which US$250,000,000 (two hundred fifty million United States dollars) have been
paid in November 2025 as interim cash dividends, while the remaining US$200,000,000 (two hundred
million United States dollars) will be distributed as final cash dividends.
In the implementation, the Company’s Board of Directors is granted absolute authority to make (a)
decision(s) and/or take any action perceived by the Company’s Board of Directors to be good or
necessary for the implementation of final cash dividend distribution or payments, including the
determination of the schedule and mechanism of such final cash dividend distribution or payments,
and with regard to the execution of this authority, the Company’s Board of Directors may delegate
authority (with substitution rights) to a party or parties they appoint.
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3. A total of US$300,179,521 (three hundred million one hundred seventy-nine thousand five hundred
twenty-one United States dollars) to be appropriated for the Company’s retained earnings.
AGMS Third Agenda
Number of shareholders Zero.
conveying (a)
question(s)
Voting result Agree Abstain Disagree
AGMS approved with A total of 6,895,036,543 (six A total of 20,088,268 (twenty A total of 2,912,988 (two million
majority votes billion eight hundred ninety-five million eighty-eight thousand two nine hundred twelve thousand nine
million thirty-six thousand five hundred sixty-eight) shares. hundred eighty-eight) shares or
hundred forty-three) shares or -Pursuant to article 47 of POJK 0.042% (zero point zero four two
99.957% (ninety-nine point nine No. 15/2020, the shareholders with percent) out of the total votes
five seven percent) out of the total valid voting rights who attend the attending the AGMS.
votes attending the AGMS. AGMS but do not vote, or abstain,
are deemed to vote for the same
options as the majority votes of the
shareholders who vote.
Resolutions on the third Approved to reappoint the Public Accounting Firm Rintis, Jumadi, Rianto dan Rekan (a member of
AGMS agenda PricewaterhouseCoopers global network in Indonesia) and Public Accountant Firman Sababalat, CPA, as
the engagement partner to audit the Company’s Consolidated Financial Statements of December 31st, 2026
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and for the fiscal year that will end of this date, according to the proposal of the Company’s Board of
Commissioners, which had taken into consideration the recommendation of the Audit Committee of
March 12th, 2026, and granted the authority to the Company’s Board of Commissioners to conduct
replacement on the Public Accounting Firm and/or Public Accountant.
AGMS Fourth Agenda
Number of shareholders Zero.
conveying (a)
question(s)
Voting result Agree Abstain Disagree
AGMS approved with A total of 6,764,255,505 (six A total of 20,094,129 (twenty A total of 133,694,026 (one hundred
majority votes billion seven hundred sixty-four million ninety-four thousand one thirty-three million six hundred
million two hundred fifty-five hundred twenty-nine) shares. ninety-four thousand twenty-six)
thousand five hundred five) shares -Pursuant to article 47 of POJK shares or 1.938% (one point nine
or 98.061% (ninety-eight point No. 15/2020, the shareholders with three eight percent) out of the total
zero six one percent) out of the total valid voting rights who attend the votes attending the AGMS.
votes attending the AGMS. AGMS but do not vote, or abstain,
are deemed to vote for the same
options as the majority votes of the
shareholders who vote.
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Resolutions on the Approved the delegation of authority to the Company’s Board of Commissioners as the executor of the
fourth AGMS agenda Company’s remuneration function to determine the honorarium or salary, and allowances for the
Company’s Board of Commissioners and Board of Directors for the fiscal year 2026 by taking into
consideration the Company’s financial condition.
AGMS Fifth Agenda
Number of shareholders 1 (one) shareholder or shareholder proxy conveyed questions in person using the question forms. No shareholder
conveying (a) or shareholder proxy conveyed questions online through eASY.KSEI.
question(s)
Voting result Agree Abstain Disagree
AGMS approved with A total of 6,897,936,943 (six A total of 20,778,507 (twenty A total of 12,588 (twelve thousand
majority votes billion eight hundred ninety-seven million seven hundred seventy-eight five hundred eighty-eight) shares or
million nine hundred thirty-six thousand five hundred seven) 0.000% (zero point zero zero zero
thousand nine hundred forty-three) shares. percent) out of the total votes
shares or 99.999% (ninety-nine -Pursuant to article 47 of POJK attending the AGMS.
point nine nine nine percent) out of No. 15/2020, the shareholders with
the total votes attending the valid voting rights who attend the
AGMS. AGMS but do not vote, or abstain,
are deemed to vote for the same
options as the majority votes of the
shareholders who vote.
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Resolutions on the fifth 1. Approved the buyback of the shares issued by the Company in accordance with the provisions of the
AGMS agenda Financial Services Authority Regulation number 29 of 2023 on the Buyback of Shares Issued by Public
Companies for a maximum amount of Rp5,000,000,000,000 (five trillion rupiahs).
2. Granted the full power and authority to the Company’s Board of Directors to, at their own discretion,
take the decisions and/or any action they consider appropriate or necessary for the execution of the
Company’s share buyback, including but not limited to the determination of the amount and date of
the Company’s share buyback executions, and with regard to the execution of such authority, the
Company’s Board of Directors can grant the authority (with substitution rights) to the party or parties
they appoint.
AGMS Sixth Agenda
Number of shareholders Zero.
conveying (a)
question(s)
Voting result Agree Abstain Disagree
AGMS approved based A total of 6,897,937,043 (six A total of 20,090,468 (twenty A total of 12,488 (twelve thousand
on the quorum for billion eight hundred ninety-seven million ninety thousand four four hundred eighty-eight) shares or
AGMS resolutions million nine hundred thirty-seven hundred sixty-eight) shares. 0.000% (zero point zero zero zero
thousand forty-three) shares or
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99.999% (ninety-nine point nine -Pursuant to article 47 of POJK percent) out of the total votes
nine nine percent) out of the total No. 15/2020, the shareholders with attending the AGMS.
votes attending the AGMS. valid voting rights who attend the
AGMS but do not vote, or abstain,
are deemed to vote for the same
options as the majority votes of the
shareholders who vote.
Resolutions on the sixth 1. Approved the plan to adjust article 3 of the Company’s articles of association on the Company’s
AGMS agenda Purpose and Objective as well as Business Activities to be aligned with the Indonesian Standard of
Industrial Classification of 2025 based on the Indonesian Central Bureau of Statistics’ Regulation No.
7 of 2025, whereby such adjustment does not represent any change of business activities as defined in
Financial Services Authority Regulation No. 17/POJK.04/2020 on Material Transactions and Changes
to Business Activities.
2. Granted absolute authority to the Company’s Board of Directors to, at their own discretion, take any
decision and/or action they deem good or necessary for executing the adjustment to such Indonesian
Standard of Industrial Classification code, including but not limited to restating the resolution
concerning the plan to adjust article 3 of the Company’s article of association in a notarial deed,
applying for the approval of the Minister of Law of the Republic of Indonesia, registering it in the
company registrar, and with regard to the implementation of such authority, the Company’s Board
of Directors can delegate authority (with substitution right) to the party or parties they appoint.
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AGMS Seventh Agenda
Number of shareholders Zero.
conveying (a)
question(s)
The seventh agenda of the AGMS is an agenda for reporting to the shareholders on the realization of the use of the proceeds of the
Company’s initial public share offering; therefore, no voting and resolution were made in the AGMS.
The AGMS was concluded at 16.11 Western Indonesian Time.
The announcement of this summary minutes of AGMS is to fulfill the provisions of article 51 of POJK No. 15/2020.
* This announcement of the Summary Minutes of the Annual General Meeting of Shareholders is made in both Indonesian dan English language. In the event of any
discrepancy between the Indonesian and English version, the Indonesian version shall prevail.
Jakarta, May 26, 2026
PT ADARO ANDALAN INDONESIA Tbk
THE BOARD OF DIRECTORS
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Names mentioned 15 people and organisations named in the text · linked when the evidence is strong
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.1
unresolved
org
PT Kustodian Sentral Efek Indonesia. B.
p.1
unresolved
org
Financial Services Authority
p.2 ×4
unresolved
person
Notary Humberg Lie
p.4
unresolved
org
PT Datindo Entrycom
p.4
unresolved
org
Minister of Law
p.6 ×2
unresolved
org
Rianto dan Rekan
p.6 ×2
unresolved
person
Public Accountant Firman Sababalat
p.9
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