20240628_MAPI_Ringkasan Risalah//Risalah RUPS_31677093_lamp3.pdf

     Present virtually:
     Director                                           : Sean Gustav Standish Hughes

C.   Chairperson of the Meeting:
     The Meeting was chaired by Sri Indrastuti Hadiputranto as the Independent President
     Commissioner of the Company.

D.   The number of shares with valid voting rights present at the Meeting and their percentage of
     the total shares with valid voting rights:
     The Meeting was attended by shareholders or their proxies, collectively representing
     14,334,679,804 (fourteen billion three hundred thirty-four million six hundred seventy-nine
     thousand eight hundred four) shares, or equivalent to 86.66% (eighty-six point sixty-six percent) of
     the shares with valid voting rights issued by the Company, based on the Shareholders List of the
     Company as of June 4th, 2024, until 16:15 Western Indonesian Time.

E.   Provision of an opportunity to shareholders to raise questions and/or express opinions
     regarding the agenda of the Meeting:
     For each agenda item of the Meeting, shareholders or their valid proxies present at the Meeting
     were given the opportunity to raise questions and/or express opinions regarding the agenda.

F.   Mechanism for decision-making at the Meeting:
     Decision-making in the Meeting is conducted by way of amicable discussion. In the event of
     amicable agreement is not reached, decision-making is done by way of voting mechanism.

G.   Voting results for every agenda of the Meeting:
       Agenda      Not Approved       Abstain          Approved        Total Approved    Question/Opinion

           1              -         210,711,604     14.123.968.200     14,334,679,804           None

           2              -         204,378,904     14.130.300.900     14,334,679,804           None

           3        569,196,729     342,833,504     13.422.649.571     13,765,483,075           None

           4        565,498,118     310,348,704     13.458.832.982     13,769,181,686           None

           5       3,183,527,175    407,565,604     10.743.587.025     11,151,152,629           None


H.   Decisions of the Meeting:
     Agenda 1
     1. Approved the Company's Annual Report for the financial year ended on December 31 st, 2023.

     2. Ratified the Company's Annual Financial Statements for the financial year ended December
        31st, 2023, audited by the Public Accounting Firm "Imelda & Rekan," a member of Deloitte
        Touche Tohmatsu Limited, as stated in their Report No. 00112/2.1265/AU.1/05/0556-
        3/1/III/2024 dated March 27, 2024, with the opinion of "Without Modification".

     3. Approved the Board of Directors’ Report and ratified the Supervisory Duties Report of the Board
        of Commissioners of the Company for the financial year ended on December 31st, 2023, as set
        forth in the Company’s Annual Report.

     4. With the approval of the Company's Annual Report, Directors' Report, and the ratification of the
        Annual Financial Statements and Supervisory Duties Report of the Board of Commissioners of
        the Company for the financial year ended December 31st, 2023, pursuant to Article 17
        paragraph 3 of the Company's Articles of Association, full discharge ("acquit et de charge") is
        granted to all members of the Company's Board of Directors for their management actions and
        to all members of the Board of Commissioners for their supervisory actions undertaken during
        the financial year ended December 31st, 2023, to the extent such action were reflected in the


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    Annual Report and Annual Financial Statements of the Company for the financial year ended
    December 31st, 2023.

Agenda 2
1. Approved the distribution of dividends to the Company's shareholders amounting to
   Rp132,316,907,200 (one hundred thirty-two billion three hundred sixteen million nine hundred
   seven thousand two hundred Rupiah) from a total of 16,539,613,400 (sixteen billion five
   hundred thirty-nine million six hundred thirteen thousand four hundred) shares issued by the
   Company.

2. Authorized the Board of Directors of the Company to execute the dividend distribution in
   accordance with prevailing regulations and to take all necessary actions related to the dividend
   distribution.

3. To comply with Article 25 paragraph 1 of the Company's Articles of Association, allocating
   Rp5,000,000,000 (five billion Rupiah) of the Company's net profit as the Company's Reserve
   Fund;

4. The remainder will be recorded as Retained Earnings.

Agenda 3
1. Approved the granting of authority to the Board of Commissioners of the Company, taking into
   account the considerations of the Company's Audit Committee, to appoint Public Accountant
   Office that will audit the Consolidated Financial Statements, Profit or Loss Statement and
   Consolidated Other Comprehensive Income, and other parts of the Company's Financial
   Statements for the financial year ending on December 31st, 2024.

2. Approved the granting of authority to the Board of Directors of the Company to determine the
   amount of fee of the aforementioned Public Accountant Office and other related requirements
   regarding the appointment.

Agenda 4
Agenda 4 item a:
1. Approved the appointment of the members of the Board of Directors and Board of
   Commissioners of the Company, effective from the closure of the Meeting until the closing of
   the Company's Annual General Meeting of Shareholders in 2026, with the following
   composition:

    Composition of the Board of Directors of the Company
    President Director             : Herman Bernhard Leopold Mantiri
    Vice President Director        : Virendra Prakash Sharma
    Director                       : Susiana Latif
    Director                       : Sean Gustav Standish Hughes
    Director                       : Handaka Santosa
    Director                       : Sjeniwati Gusman

    Composition of the Board of Commissioners of the Company
    President Commissioner        : Sri Indrastuti Hadiputranto
    Vice President Commissioner : GBPH H. Prabukusumo
    Commissioner                  : Sintia Kolonas
    Commissioner                  : Zoee Ho Ziwei
    Commissioner                  : Johanes Ridwan

2. To comply with Article 20 paragraph 3 of Financial Services Authority Regulation No.
   33/POJK.04/2014 dated December 8th, 2014 regarding the Board of Directors and Board of
   Commissioners of Issuers or Public Companies, approved:
   - the appointment of Ms. Sri Indrastuti Hadiputranto and Mr. GBPH H. Prabukusumo,
        respectively as President Commissioner Independent and Vice President Commissioner
        Independent of the Company, respectively.
3. Approved the grant of authority to the Board of Directors of the Company with substitution
   rights, to restate the resolution on item a of the Fourth Agenda in a notarial deed, and

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           subsequently notify the Minister of Law and Human Rights of the Republic of Indonesia and
           register it in the Company Register, and for such purpose, to undertake all actions required by
           the prevailing laws and regulations.

    Agenda 4 item b:
    1. In accordance with Article 92 paragraphs 5 and 6 of the Company Law, approved to delegate
       authority to the Board of Directors of the Company through a Board of Directors Meeting, to
       determine the division of duties and authorities of each member of the Company's Board of
       Directors on behalf of the General Meeting of Shareholders.
    2. In accordance with Article 96 paragraphs 1 and 2, and Article 113 of the Company Law,
       approved:
       a. To delegate authority to the Board of Commissioners of the Company to determine the
           amount of salary and other allowances for members of the Company's Board of Directors;
       b. To determine honorarium and other allowances for members of the Company's Board of
           Commissioners entirely up to a maximum of 10% (ten percent) out of the total amount of
           honorarium and other allowances received by members of the Company's Board of
           Commissioners for the previous financial year;
       c. To delegate authority to the Board of Commissioners of the Company to determine the
           distribution of honorarium and other allowances among each member of the Company's
           Board of Commissioners.

    Agenda 5
    1. Amend Article 3 paragraph 2 of the Company's Articles of Association to align with the 2020
       KBLI (Indonesian Standard Industrial Classification), so that Article 3 of the Company's Articles
       of Association shall be as presented during the Meeting.
    2. Authorized the Board of Directors of the Company, with substitution rights, to restate the
       resolution adopted regarding Agenda 5 of the Meeting in a notarial deed, and subsequently to
       obtain approval for the amendment of Article 3 of the Company's Articles of Association from
       the Minister of Law and Human Rights of the Republic of Indonesia and register it in the
       Company Register, in accordance with applicable laws and regulations.


                                SCHEDULE AND PROCEDURE OF
                     CASH DIVIDEND DISTRIBUTION FOR FINANCIAL YEAR 2023

We hereby inform the shareholders of the Company that the schedule and procedure for the distribution
of cash dividends for the fiscal year ending on December 31st, 2023, are as follows:

A. Schedule for Cash Dividend Distribution
     No.                                 ACTIVITY                                         DATE
     1.      Cum Dividend in Regular and Negotiation Market                           July 5th, 2024
     2.      Ex-Dividend in Regular and Negotiation Market                            July 8th, 2024
     3.      Cum Dividend in Cash Market                                              July 9th, 2024
             Recording Date (date to determine the shareholders entitled of
     4.                                                                               July 9th, 2024
             dividends)
     5.      Ex-Dividend at Cash Market                                               July 10th, 2024
     6.      Cash Dividend Payment                                                    July 30th, 2024

B. Procedure of Cash Dividend Distribution
   1. Shareholders entitled to cash dividends are those whose names are recorded in the Company's
      Shareholders List or on the recording date of July 9 th, 2024.

   2. For shareholders whose shares are held in Collective Custody by PT Kustodian Sentral Efek
      Indonesia ("KSEI"), dividend payments will be executed through book-entry transfer via KSEI
      according to the schedule mentioned above. Subsequently, KSEI will distribute the dividends to
      the Shareholders' Fund Accounts (RDN) at the Securities Company or Custodian Bank where
      shareholders have opened their securities accounts. For shareholders whose shares are not


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    held in KSEI's collective custody, cash dividends will be transferred directly to the shareholders'
    bank accounts.

3. The cash dividends will be subject to tax according to the prevailing tax regulations in Indonesia.

4. Pursuant to the prevailing tax regulations, cash dividends are exempted from tax if received by
   local entity taxpayers ("Local Entity Taxpayer") and the company does not withhold Income Tax
   on the cash dividends paid to Local Entity Taxpayer. Cash dividends received by local individual
   taxpayers ("Local Individual Taxpayer") will be exempted from tax as long as these dividends are
   invested within the territory of the Republic of Indonesia. For Local Individual Taxpayer who do
   not meet the investment requirements as mentioned above, dividends received by them will be
   subject to Income Tax ("WHT") prevailing tax regulations. The WHT must be self-assessed and
   paid by the respective Local Individual Taxpayer in accordance with Government Regulation No.
   9 of 2021 concerning Taxation Treatments to Support Ease of Doing Business.

5. For shareholders who are Foreign Taxpayers and whose tax withholding rate will be based on
   the Double Taxation Avoidance Agreement (DTAA), it is mandatory to comply with the
   requirements of Director General of Taxes Regulation No. PER-25/PJ/2018 regarding the
   Procedures for the Application of Double Taxation Avoidance Agreements. They must also
   submit proof of registration or a domicile certificate issued by the Directorate General of Taxes,
   which has been uploaded to the Directorate General of Taxes website, to KSEI (Central
   Securities Depository) or BAE (Securities Administration Beureau) PT Datindo Entrycom within
   the specified deadline according to KSEI regulations. Without the required documents, cash
   dividends paid will be subject to Article 26 Income Tax at a rate of 20%.


                                     Jakarta, July 1st, 2024
                                       Board of Directors
                                    PT Mitra Adiperkasa Tbk




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