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20240703_SMIL_Ringkasan Risalah//Risalah RUPS_31678837_lamp2.pdf

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Page 1
               ANNOUNCEMENT OF SUMMARY OF MINUTES OF
              ANNUAL GENERAL MEETING OF SHAREHOLDERS
                      PT SARANA MITRA LUAS Tbk
                            (“COMPANY”)


In order to fulfill the provisions of Article 49 paragraph (1) and Article 51
paragraph (1) of the Financial Services Authority Regulation No.
15/POJK.04/2020 concerning the Plan and the Implementation of the General
Meeting of Shareholders of Public Company ("POJK 15/2020"), the Board of
Directors of the Company hereby announce the Summary of Minutes of the
Company's Annual General Meeting of Shareholders ("Meeting") as follows:

A.   The Meeting of the Company has been held on:
     Day/Date      : Friday, June 28, 2024;
     Time          : 14.10’ BBWI s/d 14.50’ BBWI;
     Place         : Cyber 2 Tower 17th Floor, Jl. H.R. Rasuna Said, Block
                     X-5, South Jakarta, Special Capital Region of Jakarta
                     12950.

B.   Agenda of the Meeting are as follows:
     1.  Approval and ratification of the Annual Report for the financial year
         ended December 31, 2023, which consists of:
         a.    Report on the management of the Company by the
               Board of Directors and the Report on the supervision of the
               Company by the Board of Commissioners for the financial
               year ended on December 31, 2023;
         b.    Financial Statements and ratification of the balance sheet as
               well as the calculation of profit and loss for the financial year
               ended on December 31, 2023 as well as granting and release
               and full acquittal (acquit et de charge) to all members of the
               Board of Directors and members of the Board of
               Commissioners of the Company for the management and
               supervision actions they have taken for the financial year
               ended on December 31, 2023.
     2.  Determination of the Company's profit and loss for the financial
         year ended on December 31, 2023.
     3.  Determination of the amount of salary and other benefits for
         members of the Board of Directors and members of the Board of
         Commissioners of the Company.
     4.  Appointment of Public Accountant who will audit the Company's
         financial statements for the financial year ended on December 31,
         2024.
     5.  Accountability for the realization of the use of proceeds from the
         Public Offering.
     6.  Changes in the composition of the Board of Directors and/or Board
         of Commissioners.

C.   The Board of Commissioners and Board of Directors the Company
     present at this Meeting are as follows:


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     BOARD OF COMMISSIONERS:
     - President Commissioner              : Mrs. LUCIA IRAWATY LIE.
     - Independent Commissioner            : Mr. I KETUT WIDIANA.

     BOARD OF DIRECTORS:
     - President Director                  : Mr. HADI SUHERMIN;
     - Director                            : Mr. WINSTON SUHERMIN.

D.   Based on the attendance list of the shareholders of the Meeting, the
     recorded number of shares present or represented in the Meeting is
     7.102.634.104 shares, which constitute 81,1721% of the total shares
     issued by the Company up to the date the Meeting was held, which have
     valid voting rights as required by the Company's articles of association
     and POJK 15/2020.

E.   The Company has provided opportunities for the shareholders and the
     proxy of shareholders to raised questions and/or provide opinions prior
     to the adoption of resolution for each agenda item of the Meeting.

F.   In the Meeting, there were no shareholders or proxy of shareholders who
     raised questions and/or provided opinions regarding each agenda item
     of the Meeting.

G.   The mechanism of adopting resolution of Meeting:

     1.   The mechanism of adopting resolution of Meeting was conducted
          in amicable manner. If no amicable resolution is reached, voting
          system is implemented in the Meeting through open voting system.
     2.   Shareholders were allowed to vote through Electronic General
          Meeting System KSEI (eASY.KSEI) provided by PT KUSTODIAN
          SENTRAL EFEK INDONESIA (“KSEI”).
     3.   Based on Article 11 paragraph 48 of the Company's Articles of
          Association and Article 47 of POJK 15/2020, shareholders with
          valid voting rights and have been present, both physically and
          electronically at the Meeting, but have not exercised their voting
          rights or abstained, are considered valid to attend the Meeting and
          cast the same vote as the majority of the voting shareholders by
          adding the said vote to the votes of the majority of the voting
          shareholders.

H.   Voting results:
     FIRST AGENDA OF THE MEETING:
     At the time of adopting the resolution for the proposed resolution of the
     first agenda, there were no shareholders and the proxy of the
     shareholders who raised objections (disagreed) or cast vote of
     abstinence, therefore the resolutions of the first agenda of the Meeting is
     taken by unanimous vote.



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     SECOND AGENDA OF THE MEETING:
     At the time of adopting the resolution for the proposed resolution of the
     second agenda, there were no shareholders and the proxy of the
     shareholders who raised objections (disagreed) or cast vote of
     abstinence, therefore the resolutions of the second agenda of the
     Meeting is taken by unanimous vote.

     THIRD AGENDA OF THE MEETING:
     Disagree       :      340.000 votes
     Abstain        :              0 votes
     Therefore the total number of shareholders who agreed was
     7.102.294.104 votes, which constitute 99,99% of the total number of
     valid votes cast, therefore the Meeting with the majority of votes decided
     to APPROVED to the proposed resolutions of the third agenda of the
     Meeting that had been submitted.

     FOURTH AGENDA OF THE MEETING:
     At the time of adopting the resolution for the proposed resolution of the
     fourth agenda, there were no shareholders and the proxy of the
     shareholders who raised objections (disagreed) or cast vote of
     abstinence, therefore the resolutions of the fourth agenda of the Meeting
     is taken by unanimous vote.

     FIFTH AGENDA OF THE MEETING:
     At the time of adopting the resolution for the proposed resolution of the
     fifth agenda, there were no shareholders and the proxy of the
     shareholders who raised objections (disagreed) or cast vote of
     abstinence, therefore the resolutions of the fifth agenda of the Meeting is
     taken by unanimous vote.

     SIXTH AGENDA OF THE MEETING:
     In connection with the postponement of the Company's plan to take a
     resolution regarding changes to the composition of the Company's
     Board of Directors and/or Board of Commissioners, therefore the
     Meeting did not take any resolution regarding the sixth agenda item of
     the Meeting.

I.   Resolutions of the Meeting:

     FIRST AGENDA OF THE MEETING:

     Approved and ratified the Annual Report for the financial year ended on
     December 31, 2023, which consists of:
     a.  Report on the management of the Company by the Board of
         Directors and Report on the course of supervision of the Company
         by the Board of Commissioners during the financial year of 2023;
     b. Financial Statements and Balance Sheet and calculation of profit
         and loss for the financial year ended on December 31, 2023;




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thereby agree to grant full release and settlement (acquit et de charge)
to the members of the Board of Directors and members of the Board of
Commissioners of the Company for the management and supervisory
actions they have taken during the financial year ended on December
31, 2023 as long as the actions are reflected in the Company's Annual
Report and Financial Statements ended on December 31, 2023.

SECOND AGENDA OF THE MEETING:

Determine the use of the Company's comprehensive profit for the
financial year ending on December 31, 2023, namely amounting to
Rp 83.282.604.278 with the following details:
a.   Rp 1.000.000.000,- is set aside as a reserve fund, in accordance
     with the provisions of Article 70 of the Limited Liability Company
     Law;
b. Rp 16.656.520.856 is distributed as cash dividends proportionally
     to the Company's shareholders, the distribution of which will be
     carried out by the Company's Board of Directors, no later than July
     31, 2024;
c.   the remaining will be recorded as the Company's retained earnings
     to strengthen long-term capital and in order to support the
     Company's business growth and investment plans.

THIRD AGENDA OF THE MEETING:

Grant authority and power to the Board of Commissioners of the
Company to determine the salary and/or honorarium and/or other
allowances for members of the Board of Directors and members of the
Board of Commissioners of the Company for the financial year of 2024,
the implementation of which will be adjusted to the applicable
regulations.

FOURTH AGENDA OF THE MEETING:

1.   Delegate the authority to appoint a Public Accountant who will audit
     the Company's financial statements for the financial year ending on
     December 31, 2024, to the Board of Commissioners of the
     Company in order to comply with applicable regulations and obtain
     a suitable Public Accountant, with the provision that the criteria for
     Public Accountants who can be appointed are Public Accountants
     who are registered in the Financial Services Authority, have audit
     experience in the Company's business activities, have adequate
     Human Resources and have Independence.

2.   Approved the granting of authority to the Board of Commissioners
     to determine the honorarium and other reasonable requirements
     for the Public Accountant.




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FIFTH AGENDA OF THE MEETING:

Accept the accountability for the realization of the use of funds from the
Company's Public Offering, thereby granting full release and discharge
(acquit et de charge) to the members of the Board of Directors and
members of the Board of Commissioners of the Company for the
management and supervisory actions they have taken in relation to the
use of funds from the Company's Public Offering as long as these
actions are reflected in the Company's Annual Report and Financial
Report.

                      Jakarta, July 1, 2024
                 PT SARANA MITRA LUAS Tbk
                Board of Directors of the Company




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Names mentioned 7 people and organisations named in the text · linked when the evidence is strong

linked org SARANA MITRA LUAS Tbk p.1 ×5
linked person LUCIA IRAWATY LIE. p.2
linked person I KETUT WIDIANA. p.2
linked person HADI SUHERMIN p.2
possible person WINSTON SUHERMIN. D. p.2 ×2
unresolved org Financial Services Authority p.1 ×2
unresolved org PT KUSTODIAN SENTRAL EFEK INDONESIA p.2

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