20240619_IKAN_Ringkasan Risalah//Risalah RUPS_31662268_lamp2.pdf

          December 31, 2024.
     5.   Re-appointment of the members of the Board of Directors and
          Board of Commissioners of the Company.

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

     BOARD OF COMMISSIONERS:
     Independent Commissioner            : Mr. WELLY.


     BOARD OF DIRECTORS:
     President Director                  : Mr. JOHAN ROSE;
     Director                            : Mr. TREDDY SUSANTO.

D.   Based on the attendance list of the shareholders of the Meeting, the
     recorded number of shares present or represented in the Meeting is
     506.583.700 shares, which constitute 60,79% from the total amount of
     shares that have been issued by the Company, 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 49 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

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          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:
     Disagree       : 4.000 votes
     Abstain        : 50.000 votes
     Therefore the total number of shareholders who agreed was
     506.579.700 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 first agenda of the
     Meeting that had been submitted.
     SECOND AGENDA OF THE MEETING:
     Disagree       : 4.000 votes
     Abstain        :      0 votes
     Therefore the total number of shareholders who agreed was
     506.579.700 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 second agenda of the
     Meeting that had been submitted.
     THIRD AGENDA OF THE MEETING:
     Disagree       : 4.000 votes
     Abstain        :      0 votes
     Therefore the total number of shareholders who agreed was
     506.579.700 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:
     The meeting unanimously decided to approve the proposed resolutions
     on the fourth agenda item of the Meeting that had been submitted.

     FIFTH AGENDA OF THE MEETING:
     Disagree       : 54.000 votes
     Abstain        :       0 votes
     Therefore the total number of shareholders who agreed was
     506.529.700 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 fifth agenda of the
     Meeting that had been submitted.




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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;
     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 net profit for the financial year
     ended on December 31, 2023, amounted to Rp 934.253.601,- (nine
     hundred thirty four million two hundred fifty three thousand six hundred
     and one Rupiah) for the development of the Company's business. and
     strengthening the capital structure so that no dividends are distributed to
     shareholders.

     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
        a Public Accountant who can be appointed are a Public
        Accountants who registered in the Financial Services Authority,
        have audit experience in the Company's business activities, have
        adequate Human Resources and has Independence.



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

FIFTH AGENDA OF THE MEETING:
1.  Approved to honorably dismiss all members of the Board of
    Directors and members of the Board of Commissioners who are
    still in office, effective as of the closing of this Meeting, by granting
    full release, settlement and discharge of responsibility (acquit et de
    charge) to all members of the Board of Directors and members of
    the Board of Commissioners who have been honorably dismissed,
    for the management and supervision actions that have been
    carried out by them, as long as their actions are reflected in the
    Annual Report and Annual Financial Report of the Company during
    their respective terms of office.
2.  Approved the reappointment of Mr. JOHAN ROSE as President
    Director, Mr. TREDDY SUSANTO as Director, Mrs. LINA as
    President Commissioner, and Mr. WELLY as Independent
    Commissioner of the Company, effective as of the closing of the
    fifth Annual General Meeting of Shareholders of the Company after
    the appointment comes into effect, without prejudice to the rights of
    the Company's Annual General Meeting of Shareholders to dismiss
    at any time.
3.  Determine the composition of the members of the Board of
    Directors and members of the Board of Commissioners of the
    Company for a new term of office, effective from the closing of this
    Meeting until the closing of the fifth Annual General Meeting of
    Shareholders of the Company after the appointment comes into
    effect, without prejudice to the rights of the Annual General Meeting
    of Shareholders of the Company to dismiss at any time, as follows:
    BOARD OF DIRECTORS:
    President Director                 : Mr. JOHAN ROSE;
    Director                           : Mr. TREDDY SUSANTO.
    BOARD OF COMMISSIONERS:
    President Commissioner             : Ms. LINA;
    Independent Commissioner : Mr. WELLY.
4.  Grant power to the Board of Directors of the Company and/or other
    appointed parties, either jointly or individually with the right of
    substitution, to state the resolutions of the fifth agenda item of this
    Meeting, in a separate deed before a Notary, including notifying the
    authorized agency and registering and taking the necessary



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actions in connection with the reappointment of all members of the
Board of Directors and Board of Commissioners of the Company.

               Jakarta, June 13, 2024
         PT ERA MANDIRI CEMERLANG Tbk
          Board of Directors of the Company




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