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20240702_INDR_Ringkasan Risalah//Risalah RUPS_31678313_lamp3.pdf

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                       PT. Indo-Rama Synthetics Tbk (“Company”)
                             Announcement of the
          Summary of Minutes of Annual General Meeting of Shareholders
    The Board of Directors of the Company hereby announces to the shareholders of the Company that the
    Annual General Meeting of the Shareholders of the Company ("Meeting") was held on June 28, 2024 at
    Graha Irama 16th Floor, Jl. H.R. Rasuna Said, Blok X-1, Kav 1-2, Jakarta Selatan 12950, and online
    through the eAsy.KSEI application by accessing the akses facility (http://akses.ksei.co.id/) from 12.06 hrs
    WIB until 12.40 hrs WIB with the following agenda for the Meeting:

    1.      To approve the Annual Report for the financial year ended 31 December 2023 including the
            Consolidated Financial Statements of the Company and Supervisory Report of the Board of
            Commissioners of the Company.
    2.      To approve of determine the appropriation of the Company's Consolidated Net loss/Profit
            attributable to the owners of the Company for the financial year ended 31 December 2023.
    3.      To Approve for appoint the Public Accountant Firm for the financial year 2024.
    4.      To approve for changes to the Composition of the Company’s Boards of Directors.

    Members of the Board of Directors and Board of Commissioners present at the Meeting:

    Board of Directors:
    1. Mr. Vishnu Swaroop Baldwa – President Director and as Chairman of the Meeting
    2. Mr. Anupam Agrawal – Director

    Board of Commissioners:
    None were present.

    The Meeting was attended by shareholders and/or their proxies representing 605.615.150 shares or
    92,5519% of the total shares of the Company having valid voting rights including shareholders who
    attended electronically via online eASY.KSEI.

    During the Meeting, explanations for each agenda item were provided and opportunity was given to the
    shareholders and / or their proxies to ask questions and/or give opinions relating to each agenda item,
    and none asked questions and / or gave opinion relating to any of the agenda items.

    The mechanism for deciding the Resolutions was based on deliberation to reach a mutual consensus and
    in case no such mutual consensus was reached, the Resolutions were to be decided by voting.

    During the Meeting the decisions for the first, second, third and fourth Meeting agendas were approved
    by voting, no agenda item was approved by deliberation for consensus. The details of the voting and
    results including the votes received and recorded as e-Proxy and e-Voting from the KSEI system as
    follows:

           Meeting          Affirmative Votes               Abstained*            Non-Affirmative Votes
         Agenda Item        Shares       % present      Shares % present          Shares      % present
         Agenda 1       605.444.983        99,9719      169.167        0,0279         1.000        0,0002
         Agenda 2       605.596.950        99,9970       17.200        0,0028         1.000        0,0002
         Agenda 3       605.551.242        99,9894       17.200        0,0028        46.708        0,0077
         Agenda 4       604.705.250        99,8498       17.200        0,0028       892.700        0,1474

*
    In accordance with POJK No.15/2020, abstained votes are included as the votes of the majority; the
     aforesaid totals were calculated based on e-proxies received from KSEI and the Company's Share




                                                                                                     Page 1 of 3
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 Registrar (“BAE”).

The Meeting adopted the following Resolutions:

1. First Agenda of the Meeting:
   Approved and ratified the Company's Annual Report for the financial year ending 31 December 2023,
   including the Report of the Board of Directors and the Report of the Board of Commissioners on its
   Supervisory Duties, and the Consolidated Financial Statements which were audited by Tanubrata
   Sutanto Fahmi Bambang & Rekan, Registered Public Accountants, with an unqualified opinion in their
   report No. 00006/3.0424/AU.1/04/0135-4/1/II/2024 dated 21 February 2024, and accordingly
   discharged the members of the Board of Directors and Board of Commissioners from their
   responsibility and liability (acquit et de charge) in performing their respective management and
   supervision activities during the financial year 2023, to the extent such activities were included in the
   Financial Statements for the financial year 2023 and such activities did not constitute criminal
   offense.

2. Second Agenda of the Meeting:
   Approved and authorized the loss attributable to Owners of the Parent Company of US$ 40,806,535
   to be deducted (adjusted) from the retained earnings balance. Because financial year 2023
   experienced a loss, there will be no dividend distribution for the financial year 2023.

3. Third Agenda of the Meeting:
   Approved the delegation of authority to the Board of Commissioners of the Company, considering the
   recommendations of the Audit Committee of the Company, to appoint Registered Public Accountants
   (“KAP”) to audit the Company's Financial Statements for the year 2024 and to replace the appointed
   KAP for any reason if the appointed KAP is not able to carry out or complete their duties, and
   authorized the Board of Directors of the Company, to determine the honorarium for the KAP so
   appointed and other conditions relating to their appointment.

4. Fourth Agenda of the Meeting:
   1. Approved to accept the resignation of Mr. Anupam Agrawal from his position as Director of
      the Company as of the closing of this Meeting, with thanks for the contribution of energy
      and thoughts provided while serving as Director of the Company.

    2. Approved to appoint Mr. Saurabh Mishra as Independent Director of the Company, starting
       from the closing of this Meeting, with a term of office for the remaining term of Mr.
       Anupam Agrawal as Director of the Company, namely until the Annual GMS in 2028. Thus,
       starting from the closing of this Meeting until The 2028 Annual GMS, taking into account
       regulations in the Capital Market sector and without prejudice to the rights of the General
       Meeting of Shareholders to dismiss them at any time, the composition of the members of
       the Company's Board of Directors will be as follows:

        Board of Directors:
        President Director                 : Vishnu Swaroop Baldwa
        Director Independent               : Saurabh Mishra

        Meanwhile, the members of the Board of Commissioners have not experienced any
        changes, namely:

        Board of Commissioners:
        President Commissioner             : Sri Prakash Lohia
        Vice President Commissioner        : Amit Lohia
        Commissioner Independent           : Humphrey R Djemat, SH. LLM

    3. Approved the authorization of the Board of Directors of the Company with the right of
       substitution to restate the decision of this Meeting in a separate Notarial Deed regarding
       the Reappointment of members of the Board of Directors and the Board of Commissioners




                                                                                                  Page 2 of 3
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   of the Company, including notifying/reporting to the Ministry of Law and Human Rights of
   the Republic of Indonesia. Submit and sign all applications and other documents. To carry
   out all other actions that may be required in accordance with the applicable laws and
   regulations.

4. Approved the authorization to the Company's Board of Commissioners to determine
   salaries, service fees and other allowances for members of the Company's Board of
   Directors.


                                  Jakarta, 2 July 2024
                                   Board of Directors




                                                                                   Page 3 of 3

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Names mentioned 9 people and organisations named in the text · linked when the evidence is strong

linked org Indo-Rama Synthetics Tbk p.1 ×2
linked person Saurabh Mishra · Independent Director p.2 ×2
linked person Sri Prakash Lohia p.2
linked person Amit Lohia p.2
linked person Humphrey R Djemat p.2
unresolved person Vishnu Swaroop Baldwa p.1 ×3
unresolved person Anupam Agrawal · Director p.1 ×3
unresolved org Tanubrata Sutanto Fahmi Bambang & Rekan p.2
unresolved org Ministry of Law and Human Rights p.3

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