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20240702_KIJA_Ringkasan Risalah//Risalah RUPS_31678272_lamp2.pdf

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Page 1
                                SUMMARY OF MINUTES
                   OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
                          PT KAWASAN INDUSTRI JABABEKA TBK.

The Board of Directors of PT Kawasan Industri Jababeka Tbk. (“Company”) hereby announce to the
shareholders of the Company that the Company has convened the Annual General Meeting of
Shareholders (“Meeting”) with details as follows:
  Hari, tanggal      :   Friday, June 28, 2024
  Waktu              :   09.31 – 10.40 Western Indonesia Time
  Tempat             :   President Lounge, Ground Floor of Menara Batavia,
                         Jl. KH. Mas Mansyur Kav. 126, Jakarta Pusat 10220
A. Chairman of the Meeting
   The Meeting was led by Mr. Setyono Djuandi Darmono, as the President Commissioner of the
   Company, based on the Resolution of the Board of Commissioners of the Company dated June
   26, 2024.
B. Attendance of the Members of the Board of Commissioners and the Board of Directors
   Board of Commissioners:
   - President Commissioner                     : Mr. SETYONO DJUANDI DARMONO
   - Vice President Commissioner
      and Independent Commissioner              : Mr. DRS. H. SUHARDI ALIUS, MH
   - Commissioner
      and Independent Commissioner              : Mr. GAN MICHAEL
   Board of Directors:
   - President Director                             : Mr. TEDJO BUDIANTO LIMAN
   - Vice President Director                        : Mr. TJAHJADI RAHARDJA
   - Director                                       : Mr. Ir. HYANTO WIHADHI
   - Director                                       : Mr. SUTEDJA SIDARTA DARMONO

C. Quorum of Attendance of Shareholders at the Meeting
   The Meeting was attended and/or represented by 10,816,520,523 shares or 52.6802841% of a
   total of 20,532,388,369 shares of the Company’s shares with valid voting rights, with 292,500,000
   treasury shares or a total of 20,824,888,369 shares issued by the Company;

D. Shareholders who submit questions and/or suggestions:
   Shareholders or their proxies are given the opportunity to provide feedback, ask questions and
   or propose suggestions for each Meeting Agenda that are submitted:

         Agenda          Number of Responses /            Number of Questioners
                             Suggestions
           First                None                                None
          Second                None                                None
           Third                None                                None
          Fourth                None                                None
Page 2
E. Mechanism of Resolution-Making of the Meeting:
   Resolutions of the Meeting are made by way of the deliberation by consensus and if not
   successful, resolutions will be made based on voting in accordance with the provisions of Article
   87 paragraph (1) and (2) of Law Number 40 of 2007 on Limited Liability Company as partially
   amended by Law No. 6 of 2023 concerning Stipulation of Government Regulation in lieu of Law
   Number 2 of 2022 concerning Job Creation to become Law (“Company Law”) juncto Article 40
   paragraph (1) and Article 41 paragraph (1) letter c of Financial Services Authority Regulation No.
   15/POJK.04/2020 on the Plan and Implementation of the General Meeting of Shareholders of a
   Public Company (“POJK 15/2020”); junctis Article 23 paragraph (8) of the Company's Articles of
   Association, namely:
   approved by more than ½ (half) of the number of votes legally cast in the Meeting.

F. Meeting Agenda and Voting Results and Meeting Resolution

                                             First Agenda:

    Approval and ratification of the Company's Annual Report for the financial year ended on
    December 31, 2023, as well as granting full release and discharge of responsibilities (acquit et
    de charge) to all Board of Directors and Board of Commissioners of the Company for the
    management and supervision actions carried out during the financial year ended on
    December 31, 2023.

       Not Approved               Abstain                Approved               Total Approved
      20,000 votes or       15,245,513 votes or     10,801,255,010 votes     10,816,500,523 votes
        0.0001849%              0.1409466%            or 99.8588685%           or 99.9998151%

                                            Resolutions:
    1. Agree to properly accept and ratify the Company's Annual Report for the financial year
       ended on December 31, 2023 which includes:
       a. Board of Directors Report for the Fiscal Year ended on December 31, 2023;
       b. Report on the supervisory duties of the Company's Board of Commissioners on the
          Company's performance for the financial year ended on December 31, 2023; and
       c. The Company's Consolidated Financial Statements, which contain the Company's Annual
          Balance Sheet and Profit/Loss for the financial year ended on December 31, 2023, which
          has been audited by Tanubrata Sutanto Fahmi Bambang and Partners Public Accounting
          Firm dated March 15, 2024, No.: 00023/3.0424/AU.1/03/1620-4/1/III/2024.

    2. Agree to provide full release and discharge (acquit et de charge) to all members of the Board
       of Directors and Board of Commissioners of the Company for their management and
       supervisory actions that have been carried out in the financial year period ended on
       December 31, 2023, as long as their actions include actions related to business activities,
       which are derivatives of the Company's main business activities and are reflected in the
       Company's Consolidated Financial Statements for the financial year ended on December 31,
       2023 and bearing in mind the Company's Board of Directors Annual Report for the financial
       year ended on December 31, 2023.
Page 3
                                       Second Agenda:

The stipulation of the use of the Company's net profit for the financial year ended on
December 31, 2023.

    Not Approved             Abstain              Approved                Total Approved
   20,000 votes or        8,007 votes or     10,816,492,516 votes     10,816,500,523 votes or
     0.0001849%            0.0000740%          or 99.9997411%              99.9998151%

                                         Resolutions:
1. Approved to set aside Rp50,000,000.00 from the Net Income attributable to the Owners of
   the Company’s Parent Entity for the financial year ended on December 31, 2023, as reserves
   in accordance with the provisions of the Company’s Articles of Association and the
   provisions of Article 70 of the Company Law;

2. Approved that the remaining net profit after the deduction of reserves in the financial year
   ended on financial year ended December 31, 2023, amounting to Rp305,526,101,645.00 to
   be recorded as retained earnings.

3. Approved to give full authority and power to the Board of Directors of the Company with
   the right of substitution to take all necessary actions in connection with the decisions
   mentioned above, one way or another without any exceptions, in accordance with the
   applicable laws and regulations.



                                        Third Agenda:

Appointment of an Independent Public Accountant who will conduct an audit the Company's
books for the financial year ending on December 31, 2024, and granting authority to the
Company's Board of Commissioners to determine the honorarium of the Independent Public
Accountant and other terms of appointment.

   Not Approved               Abstain               Approved                Total Approved
 29,210,587 votes or       8,107 votes or      10,787,301,829 votes      10,787,309,936 votes
     0.2700553%             0.0000750%           or 99.7298697%            or 99.7299447%

                                        Resolutions:
Approved to delegate the authority to the Company's Board of Commissioners to appoint the
Company's Independent Public Accountant who is registered under the Financial Services
Authority and has a good reputation who will audit the Company's financial statements for the
financial year ending on December 31, 2024, and authorize the Company's Board of
Commissioners to determine the amount of the Public Accountant's honorarium and other
requirements in connection with the appointment.
Page 4
                                        Fourth Agenda:


Appointment and election of members of the Board of Commissioners and Board of
Directors of the Company, and determination of salaries and other benefits of members of
the Board of Directors of the Company, and honorarium and other benefits of members of
the Board of Commissioners of the Company for the financial year 2024.

   Not Approved              Abstain               Approved                Total Approved
 7,990,500 votes or       8,107 votes or      10,808,521,916 votes     10,808,530,023 votes or
    0.0738731%             0.0000750%           or 99.9260519%              99.9261269%

                                      Resolutions:
   1. Approved to appoint and determine the composition of the Board of Directors and
      Board of Commissioners as of the closing date of this Meeting until the closing of the
      Annual General Meeting of Shareholders in 2027, with the following composition:

   Board of Directors
   -   President Director                     :   Mr. Setyono Djuandi Darmono
   -   Vice President Director                :   Mr. Tedjo Budianto Liman
   -   Director                               :   Mr. Tjahjadi Rahardja
   -   Director                               :   Mr. Ir. Hyanto Wihadhi

    Board of Commissioners
   - President Commissioner,                  :   Mr. Drs. Suhardi Alius, MH
      concurrently Independent
      Commissioner
   - Commissioner                             :   Mr. Gan Michael
   - Commissioner, concurrently               :   Mr. Basuri Tjahaja Purnama
      Independent Commissioner

2. Approved to stipulate the salary and/or honorarium and other allowances for members of
   the Board of Directors and members of the Board of Commissioners of the Company with
   the same maximum amount as the previous year, and authorized the Board of
   Commissioners to determine the salary and other benefits for members of the Company's
   Board of Directors for the financial year 2024, with due observance of the policies of the
   Company's Nomination and Remuneration Committee.

3. Grant full authority and power with the right of substitution to the Board of Directors of the
   Company to take all necessary actions related to the resolutions as resolved in this agenda
   item, including but not limited to declaring the appointment and determination of the
   composition of the members of the Board of Directors and the Board of Commissioners of
   the Company in a notarial deed, notifying the Minister of Law and Human Rights of the
   Republic of Indonesia, and registering the composition of the members of the Board of
   Directors and the Board of Commissioners of the Company as mentioned above in the
   Company Register in accordance with the prevailing laws and regulations.
Page 5
                                         Fifth Agenda:
Approval of the amendment to Article 4 paragraph (1) of the Company’s Articles of
Association related to the increase in the Company’s authorized capital

The attendance quorum in accordance with Article 88 paragraph (1) of the Company Law juncto
Article 42 point a POJK 15/2020 juncto Article 26 paragraph (1) of the Company's Articles of
Association, namely at least 2/3 (two-thirds) of the total number of shares with valid voting
rights issued by the Company, was not fulfilled.

In accordance with the provisions of the Company's Articles of Association and POJK 15/2020,
the Company will hold a second Meeting which can be held within a period of no earlier than
10 days and no later than 21 days after the first Meeting is held.
The invitation for the second Meeting will be made at the latest 7 days before the second
Meeting is held.



                                       Sixth Agenda:
Approval of the adjustment of the Company's Articles of Association with the provisions of
the applicable OJK Regulations and the Indonesian Standard Industrial Classification
(Klasifikasi Baku Lapangan Usaha or KBLI).
The attendance quorum in accordance with Article 88 paragraph (1) of the Company Law juncto
Article 42 point a POJK 15/2020 juncto Article 26 paragraph (1) of the Company's Articles of
Association, namely at least 2/3 (two-thirds) of the total number of shares with valid voting
rights issued by the Company, was not fulfilled.

In accordance with the provisions of the Company's Articles of Association and POJK 15/2020,
the Company will hold a second Meeting which can be held within a period of no earlier than
10 days and no later than 21 days after the first Meeting is held.
The invitation for the second Meeting will be made at the latest 7 days before the second
Meeting is held.


                                  Jakarta, 2 July 2024
                                   Board of Directors

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Names mentioned 12 people and organisations named in the text · linked when the evidence is strong

linked org KAWASAN INDUSTRI JABABEKA TBK. p.1 ×4
linked person Setyono Djuandi Darmono p.1 ×5
linked person GAN MICHAEL p.1 ×3
linked person TEDJO BUDIANTO LIMAN p.1 ×3
linked person TJAHJADI RAHARDJA p.1 ×3
linked person Ir. HYANTO WIHADHI p.1 ×4
possible person DRS. H. SUHARDI ALIUS p.1 ×6
unresolved person KH. Mas Mansyur p.1
unresolved person SUTEDJA SIDARTA DARMONO C. Quorum p.1 ×2
unresolved org Financial Services Authority p.2 ×2
unresolved person Basuri Tjahaja Purnama Independent p.4 ×2
unresolved org Minister of Law and Human Rights p.4

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