20240621_NELY_Keterbukaan Informasi terkait Aksi Korporasi_31663881_lamp2.pdf

  5. Determination of the composition of the Company's Board of Directors and
     Board of Commissioners.


B. Members of the Board of Directors and the Board of Commissioners of the
   Company present at the meeting:
   The Board of Commissioners
  -President Commissioner               : Mr Koh Tji Beng
  -Commissioner                         : Mr Alias Bin Jumaat
  -Independent Commissioner             : Mr Djoko Soemarjanto

  The Director
  -President Director            : Ms Cynthia Sunarko
  -Director                      : Mr Fredyanto Parlindungan
   -Director                     : Ms Tjauw Yani
  -Director                      : Mr Eugene Sunarko
  -Director                      : Ms Cindy Sunarko


C. Attendance of Shareholders at the Annual General Meeting of Shareholders
   The meeting was attended by shareholders representing 2.013.337.600 shares or
   equal to 85,67% of 2.350.000.000 of all shares issued by the Company.

D. In the meeting, the Shareholders/their respective proxies were given the
   opportunity to ask questions and/or give their opinions regarding the
   agenda of the Meeting.
   At the end of the discussion of the Meeting, the Chairman of the Meeting has
   provided the opportunity for shareholders or their proxies who are present in the
   Meeting to raise questions and/or provide opinions regarding the agenda items of
   the Meeting.

E. Total of shareholders who raised questions and/or provided opinions
   regarding the agenda items of the Meeting
   There was no shareholder who asked questions and/or give an opinion for each
   agenda of the Meeting.

F. The procedure for making resolutions in the Meeting is as follows:
   The resolutions reached through deliberation to reach a consensus. In the event
   no consensus reached, hence it will be voting.

G. The results of decision-making carried out by voting, the number of votes
   and the percentage of decisions from the Meeting, based on all voting shares
   present at the Meeting, are as follows:

                                                            Number of Votes
               Agenda
                                                          Disagree       Abstain
                                         Approved
   First                                   100% Voter         0            22.400

   Second                                  100% Voter         0            22.700

   Third                                   100% Voter         0            22.700

   Fourth                                  100% Voter         0            22.700

   Five                                    100% Voter         0            22.700



H. Resolutions of the Meeting is as follows:
     First Agenda of the Meeting
     1. To approve the Financial Statements of the Company on the condition and
        operations of the Company for the accounting year 2023 including the
        report on the supervisory duties of the Board of Commissioners of the
        Company for the accounting year ended 2023;
     2. Accepted and approval the Financial Statements of the Company for the year
        ended 2023, audited by the Public Accountant Firm Amir Abadi Jusuf,
        Aryanto, Mawar & Rekan with an unmodified opinion as stated in the
        Independent Auditor’s Report Number 00216/2.1030/AU.1/10/1115-
        1/1/III/2024 dated March 25, 2024;
     3. Provide full release and discharge (volledig acquit et de charge) to the
        members of the Board of Directors and the Board of Commissioners for the
        management and supervision they have done during the year 2023, as long
        as the actions are reflected in the financial statements, which includes the
        Consolidated Financial Statements of the Company and its Subsidiaries for
        the Fiscal Year 2023.

Second Agenda of the Meeting
Approval to allocate the Net Profit of the Company for the Financial Year 2023,
with the amount Rp.228.985.269.425,-- (two hundred twenty eight billion nine
hundred eighty-five million two hundred sixty-nine thousand four hundred
twenty-five Indonesian Rupiah), is as follows:
 1. Amount Rp. 25.000.000,- twenty five million Rupiah) allocated as general
    reserve in compliance with the Limited Liability Company Law;
 2. Amount Rp. 70.500.000.000,- (seventy billion five hundred million Rupiah)
    or 30.79% (thirty point seventy-nine percent) of the net profit distributed as
    dividends to Shareholders, equivalent to Rp. 30 (thirty Rupiah) per share for
    the fiscal year 2023, detailed as follows:
    a. Amount Rp. 35.250.000.000,- (thirty five billion two hundred fifty million
        Rupiah) distributed as interim dividends to Shareholders, equivalent to
        Rp. 15 (fifteen Rupiah) per share, disbursed on December 21, 2023;
    b. Amount Rp. 35.250.000.000,- thirty five billion two hundred fifty million
        Rupiah) scheduled for distribution as interim dividends to Shareholders,
        equivalent to Rp. 15 (fifteen Rupiah) per share, to be disbursed according
        to the upcoming;
3. The remaining amount of Rp. 158.460.269.425,- (one hundred fifty eight
   billion four hundred sixty million two hundred sixty nine thousand four
   hundred twenty-five Indonesian Rupiah) or 69.20% (sixty-nine point twenty
   percent) of the net profit recorded as retained earnings.

Third Agenda of the Meeting
1. Approve the appointment of the Public Accounting Firm (KAP) Amir Abadi
   Jusuf, Aryanto, Mawar & Rekan to conduct the audit of the Company's
   Financial Statements for the Financial Year 2024.
2. Authorize the Company's Board of Commissioners to:
    a. Appoint an alternate Public Accounting Firm (KAP) and establish the
        conditions and requirements for their appointment if the appointed KAP
        is unable to perform or continue its duties for any reason, including legal
        reasons and regulations in the capital markets sector, or if there is no
        agreement on the audit fee.
    b. Determine the honorarium or fee for audit services and other reasonable
        terms for the appointment of the KAP.

Fourth Agenda of the Meeting
 1. Approve to set the salaries or honorariums for members of the Company's
    Board of Commissioners for the year 2024 to be the same as those received
    in 2023, or if there is an increase, it shall not exceed 10%.

     2. Approve to authorize the Company's Board of Commissioners to determine
        the salaries or honorariums for members of the Company's Board of
        Directors.

    Five Agenda of the Meeting
    1. Approve the resignation of Ms. Cindy Sunarko as a Director of the
        Company based on her resignation letter dated May 22, 2024. As a result,
        the composition of the Company's Board of Commissioners and Board of
        Directors, effective from the adjournment of this Meeting until the closure
        of the Annual General Meeting of Shareholders to be held in 2027, will be
        as follows:

         The Board of Commissioners:
         1. President Commissioner            : Mr Koh Tji Beng
         2. Commissioner                      : Mr Alias Bin Jumaat
         3. Independent Commissioner          : Mr Djoko Soemarjanto

         Director:
         1. President Director         : Ms Cynthia Sunarko
         2. Director                   : Mr Fredyanto Parlindungan
         3. Director                   : Mr Eugene Sunarko
         4. Director                   : Mdm Tjauw Yani

   2. Approve to authorize the Company's Board of Directors to take all necessary
      actions regarding changes in the management structure of the Company in
      accordance with applicable laws and regulations.

I. Schedule and Procedures for Dividend Distribution:
   Schedule for Cash Dividend Distribution:
   NO.                       Description                             Date
     1     Cum Dividen in Reguler dan Negotiation Markets            27 June 2024
     2     Ex Dividend in Regular and Negotiation Markets            28 June 2024
     3     Cum Dividend in Cash Market                               01 July 2024
     4     Ex Dividend in Cash Market                                02 July 2024
     5     Recording Date of Cash Dividend                           01 July 2024
     6     Payment Date of Cash Dividend                             19 July 2024

Procedure for Dividend Distribution:
1. Cash dividends will be distributed to Shareholders whose names are recorded
   in the Company's Shareholder Register (recording date) on July 1, 2024, and/or
   Shareholders in Securities Sub-Accounts at PT Kustodian Sentral Efek Indonesia
   (KSEI) as of the closing of trading on July 1, 2024.
2. For Shareholders whose shares are held in collective custody with KSEI, cash
   dividends will be distributed on July 19, 2024 through KSEI and credited to
   Customer Fund Accounts (RDN) at Securities Companies and/or Custodian
   Banks where Shareholders hold securities sub-accounts. For Shareholders
   whose shares are not held in collective custody with KSEI, cash dividends will be
   transferred to their respective bank accounts.
3. Cash dividends are subject to tax in accordance with prevailing tax regulations.
4. Pursuant to applicable tax regulations, cash dividends are exempt from tax if
   received by domestic corporate taxpayers ("WP Badan DN") and the Company
   does not withhold Income Tax on cash dividends paid to such WP Badan DN.
   Cash dividends received by domestic individual taxpayers ("WPOP DN") are
   exempt from tax as long as the dividends are invested within the territory of the
   Republic of Indonesia. For WPOP DN who do not meet the investment
   requirements as mentioned above, dividends received will be subject to Income
   Tax ("PPh") according to prevailing regulations, and such PPh must be self-
   reported and paid by the respective WPOP DN.
5. Shareholders may obtain confirmation of dividend payments through securities
   companies and/or custodian banks where Shareholders hold securities
   accounts. Shareholders are required to responsibly report the receipt of
   dividends in their tax filings for the relevant tax year, in accordance with
   prevailing tax regulations.
6. For Shareholders who are Foreign Taxpayers whose tax withholding rates are
   based on Double Taxation Agreement (DTA) rates, they must comply with the
   requirements of Director General of Taxes Regulation No. PER-25/PJ/2018
   concerning the Procedures for the Implementation of Double Taxation
   Agreements and submit proof of recording or receipt of documents to the
   Directorate General of Taxes website uploaded to KSEI or BAE in accordance
   with KSEI regulations and provisions. Without the required documents, Cash
   Dividends paid will be subject to Article 26 Income Tax (PPh) at a rate of 20% or
   another amount as stipulated by prevailing tax regulations.

                          Jakarta, 21 Juny 2024
                   PT PELAYARAN NELLY DWI PUTRI Tbk.
                                 Director