20260522_SMAR_Ringkasan Risalah//Risalah RUPS_32094040_lamp3.pdf

               Blank/
                                                                            Total Agree Votes
Agenda         Abstain            Disagree                 Agree                                    Resolution
           30,000 shares       110,800 shares     2,848,696,276 shares     2,848,726,276 shares      Approved
 Third     or representing     or representing       or representing          or representing       by majority
              0.00105%             0.0039%               99.995%                  99.996%              votes

           2,500 shares or    95,400 shares or    2,848,739,176 shares     2,848,741,676 shares      Approved
Fourth       representing       representing         or representing          or representing       by majority
              0.000088%          0.00335%                99.997%                  99.997%              votes

 Fifth                   No voting was conducted, as the matter was merely for reporting purpose.


The resolutions concluded at the AGM are as follows:

1. a. Approved the Company’s Annual Report for the fiscal year 2025;
   b. Approved and ratified the Company’s annual account for fiscal year 2025 audited by Mirawati Sensi Idris
      Public Accountant Firm, as adopted in the Independent Auditor’s Report dated 27 February 2026 Number
      00108/2.1090/AU.1/01/0155-5/1/II/2026, with unqualified opinion; and ratified the Supervisory Duties
      Report of the Company’s Board of Commissioners for the fiscal year 2025;
   c. Granted the full acquittal of responsibility (acquit et de charge) to the Company’s Board of Directors over
      any management conducted by them during the fiscal year 2025, and to the Company’s Board of
      Commissioners over any supervision conducted by them during the fiscal year 2025, to the extent that
      their management and supervision have been reflected in the above-mentioned Annual Report;
   d. To grant authority to the Board of Directors of the Company to formalise the resolution of this AGM Agenda
      in the form of notarial deed. For such purpose, to appear wherever necessary, provide statements and
      reports, prepare or have prepared and sign all necessary letters/deeds, and undertake all actions deemed
      necessary and useful, without any exception whatsoever.

2. Approved the Company’s profits appropriation for the fiscal year 2025 as follows:
   a. To distribute the final dividend of IDR 270,- per share, therefore total dividend distributed shall be
      amounting to IDR 775,492,208,820,- (Seven hundred seventy five billion four hundred ninety two million
      two hundred eight thousand eight hundred twenty Rupiah);
   b. The remaining balance of the Company’s retained earnings of IDR 18,642,137,000,000 (Eighteen trillion
      six hundred forty two billion one hundred thirty seven million Rupiah) shall be recorded as unappropriated
      retained earnings; and
   c. To grant the authority and power of attorney to the Company’s Board of Directors to carry out and announce
      the cash dividend distribution procedure in accordance with the applicable regulations.

    The cash dividend shall be distributed to the Company’s Shareholders whose name are legitimately recorded
    in the Company’s Shareholders Register on 8 June 2026 until 16.00 Western Indonesian Time (recording
    date) with the provisions as follows:

    A. SCHEDULE OF CASH DIVIDEND DISTRIBUTION
        a. Cum-dividend in the Regular and Negotiation Markets       : 4 June 2026
        b. Ex-dividend in the Regular and Negotiation Markets        : 5 June 2026
        c. Cum-dividend in the Cash Market                           : 8 June 2026
        d. Ex-dividend in the Cash Market                            : 9 June 2026
        e. Cash dividend payment                                     : 18 June 2026

    B. PROCEDURE OF CASH DIVIDEND PAYMENT
       a. For the Company’s Shareholders whose shares are recorded in the collective deposit of KSEI, the
          cash dividend will be received through the Account Holder in KSEI. Written confirmation concerning
          the result of cash dividend distribution will be delivered by KSEI to the respective securities company
          and/or custodian bank, thereafter, the Shareholders will receive information about their stock balance
          from the securities company and/or custodian bank at which the Shareholders open their accounts.
       b. For the Company’s Shareholders whose shares are in scrip, the Company will pay the dividend
          through electronic banking transfer to the account of the relevant Shareholders. Therefore, the
          aforesaid Shareholders shall give notice in writing about their Banking Account Numbers, not later
          than 8 June 2026, to the Share Registrar (“BAE”) of the Company:

                                               PT Sinartama Gunita
                                  Tekno Tower 7 Floor, Jln. H. Fachrudin No. 19,
                                Kebon Sirih, Kec. Tanah Abang, Jakarta Pusat 10250
                                                Telp.: (021) 3922332
                                        E-mail: helpdesk1@sinartama.co.id




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          c. Based on the prevailing tax laws and regulations, the cash dividend will be exempted from being a tax
             object if it is received by the Domestic Corporate Taxpayer Shareholder (“WP Badan DN”) and the
             Company will not deduct any Income Tax on the cash dividend paid to the WP Badan DN. The cash
             dividend received by the Domestic Individual Taxpayer Shareholder (“WPOP DN”) will be exempted
             from being a tax object as long as the dividend are invested in the territory of the Republic of Indonesia.
             For WPOP DN who does not meet the investment requirements as regulated in the relevant
             regulations, the cash dividend received shall be subject to Income Tax in accordance with the provision
             of the prevailing laws, and the Income Tax must be self-paid by the WPOP DN in accordance with the
             provisions of the Government Regulation No. 9 Year 2021 concerning Tax Treatment to Support Ease
             of Doing Business.
          d. For the Company’s Shareholder who is an Assessable Foreigner whose tax withholding will use an
             adjusted Tariff determined by the Agreement on Double Tax Avoidance (Tax Treaty) shall be obliged
             to comply with the requirements of the Director General of Tax Regulation number PER-25/PJ/218
             concerning Procedures for Application of Double Tax Treaty and submit its Certificate of Domicile
             (“SKD”) having been legalised by the Tax Service Office for Publicly Listed Companies to KSEI or BAE
             according to the rules and regulations of KSEI on the deadline of SKD submission. Without any
             abovementioned SKD, the cash dividend will be imposed an Income Tax of Article 26 of 20%.

   3. a. Approved the granting of authority and power of attorney to the Company’s Majority Shareholder to
         determine the salary, honorarium and allowances of the members of the Company’s Board of
         Commissioners for the year 2026; and
      b. Approved the granting of authority and power of attorney to the Company’s Board of Commissioners to
         determine the salary, honorarium, and allowances of the members of the Company’s Board of Directors
         for the year 2026.

   4. a. Approved the granting of authority and power of attorney to the Company’s Board of Commissioners to
         appoint a Public Accountant and/or a Public Accountant Firm registered in OJK, to audit the Company’s
         Consolidated Financial Statements for the financial year 2026, by considering the recommendation from
         the Company’s Audit Committee and in accordance with the criteria stipulated in POJK Number 9 Year
         2023 regarding the Engagement of Public Accountant and Public Accountant Firm in Financial Services
         Activities; and
      b. Approved the granting of authority and power of attorney to the Company’s Board of Directors to determine
         the honorarium of the Appointed Public Accountant Firm and other requirements of the appointment
         thereof.

   5. For this AGM Agenda there was no resolution as it was presented solely for reporting purpose and did not
      require approval from the Shareholders of the Company.


B. EGM
   The EGM was commenced at 11.56 WIB (eleven past fifty six of the Western Indonesian Time) until 12.36 WIB
   (twelve past thirty six of the Western Indonesian Time).

   The EGM was attended by the Company’s legitimate shareholders and their proxies totaled 2,849,157,576 (two
   billion eight hundred and forty nine million one hundred and fifty seven thousand five hundred and seventy six)
   shares or representing 99.20% (ninety nine point twenty percent) of the total issued shares of the Company with
   valid voting rights as per the EGM date amounting to 2,872,193,366 (two billion eight hundred and seventy two
   million one hundred and ninety three thousand three hundred and sixty six) shares.

   Agendas of the EGM:
   1. Approval on the granting of power and authorities to the Company’s Board of Directors in order to transfer the
      Company’s assets; or to provide the Company’s assets as collateral which constitute more than 50% (fifty
      percent) of the Company’s net assets in 1 (one) or more transactions, either in relation to one another or not.

   2. Approval of the merger between PT Perusahaan Perkebunan Panigoran with and into the Company as
      elaborated in the Merger Plan.

   Prior to resolving each of the decisions, the Chairman of the EGM rendered opportunities to the Company’s
   presenting shareholders and/or their proxies, either physically or electronically, to raise queries and/or express
   their opinions on each EGM Agenda. There were 2 (two) shareholders who raised questions for the Second EGM
   Agenda.




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Followings are the resolutions taken for the EGM Agendas:

            Blank/
 Agenda                   Disagree                 Agree             Total Agree Votes          Resolution
            Abstain
                       894,400 shares      2,848,263,176 shares     2,848,263,176 shares
                                                                                               Approved by
   First     None      or representing        or representing          or representing
                                                                                               majority votes
                           0.031%                 99.968%                  99.968%

                       106,000 shares      2,849,051,576 shares     2,849,051,576 shares
                                                                                               Approved by
 Second      None      or representing        or representing          or representing
                                                                                               majority votes
                           0.0037%                99.996%                  99.996%


The resolutions concluded at the EGM are as follows:

1. Approved the granting of power and authority to the Company’s Board of Directors in order to transfer the
   Company’s assets; or to provide the Company’s assets as collaterals; which constitute more than 50% (fifty
   percent) of the Company’s net assets in 1 (one) or more transactions, either related to one another or not.

2. a. Approved the merger of PT Perusahaan Perkebunan Panigoran (hereinafter referred to as
      “PANIGORAN”) with and into the Company, whereby the Company shall act as the Surviving Entity, in
      accordance with the terms and conditions set forth in the Merger Plan, including any amendments and/or
      additional information thereto;
   b. Approved that all assets, liabilities, and equity, including receivables, rights, and obligations of
      PANIGORAN, shall by operation of law be transferred to the Company as the Surviving Entity as of the
      effective date of the Merger;
   c. Approved the Merger Plan, including any amendments and/or additional information thereto, as jointly
      issued by the Board of Directors of the Company and the Board of Directors of PANIGORAN;
   d. Approved the draft Deed of Merger which was jointly prepared by the Company and PANIGORAN,
      including the transaction documents required in connection with the Merger;
   e. Approved and granted authority, with the right of substitution, to the Board of Directors of the Company to
      carry out all actions necessary in connection with the Merger, including but not limited to undertaking any
      other actions deemed necessary and/or required to implement and complete matters relating to the Merger
      and to achieve the purposes and objectives of the resolutions adopted by the Shareholders pursuant to
      and as stated in these Shareholders’ Resolutions, and to settle all matters relating thereto, including but
      not limited to appearing before or attending before a Notary to formalise these Shareholders’ Resolutions
      in a notarial deed (if required), appearing before the competent authorities, providing, obtaining and/or
      receiving any information and/or documents, initialing and/or signing any documents, including any
      amendments, changes, variations, and additions thereto, with due observance to the Company’s articles
      of association and the prevailing laws and regulations;
   f. Approved and granted authority, with the right of substitution, to the Board of Directors of the Company to
      undertake any and all actions without exception in relation to matters concerning the Merger Plan, including
      any amendments and/or additional information thereto, with due observance of the Company’s articles of
      association and the prevailing laws and regulations;
   g. Approved and granted authority, with the right of substitution, to the Board of Directors of the Company to
      amend the Deed of Merger (if necessary), sign the Deed of Merger together with all amendments thereto
      (if any), as well as other transaction documents in connection with the Merger, determine the timing for the
      execution of the Deed of Merger, and to undertake all actions necessary in connection with the Deed of
      Merger, including carrying out matters required thereunder, appearing before or attending before a Notary,
      and being authorised to report the Deed of Merger to the competent authorities and/or submit notification
      thereof to the Ministry of Law of the Republic of Indonesia;
   h. Approved the implementation of a share buyback by the Company in compliance with the provisions of
      Article 62 of Law No. 40 of 2007 concerning Limited Liability Companies (as amended), in accordance with
      the prevailing laws and regulations, and to authorise the Board of Directors of the Company to determine
      the procedures and mechanisms as well as terms and conditions for the buyback of the Company’s shares
      from the Company’s shareholders who do not approve the Merger and who have expressed their intention
      to sell their shares in the Company in accordance with the prevailing laws and regulations.


                                      Jakarta, 22 May 2026
                      PT SINAR MAS AGRO RESOURCES AND TECHNOLOGY Tbk
                                        (PT SMART Tbk)
                                      The Board of Directors




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