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20240618_BIRD_Ringkasan Risalah//Risalah RUPS_31662132_lamp2.pdf

RUPS minutes Needs review BIRD

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                       ANNOUNCEMENT OF SUMMARY OF THE MINUTES OF
                       ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
                                   “PT BLUE BIRD Tbk”

In order to comply with provisions of Article 49 paragraph (1) and Article 51 of Financial Services Authority
(OJK)’s Regulation No. 15/POJK.04/2020 regarding the Plan and Implementation of General Meeting of
Shareholders of Listed Companies, the Board of Directors of PT BLUE BIRD Tbk (hereinafter shall be referred
to the “Company”), herewith notify to the shareholders, that the Company has conducted Annual General Meeting
of Shareholders (hereinafter shall be referred to the “Meeting”) as follows:

(A). On:
     Day/Date             : Thursday, June 13, 2024
     Time                 : 14:15 – 14:58 Western Indonesia Time (WIB)
     Place                : Bluebird’s New Building, 2nd Floor, Room 5 & 6, Jalan Mampang Prapatan Raya
                             No. 60, South Jakarta
     Agenda                : 1. Approval of the Annual Report of the Company, including Annual Reports of
                                the Board of Directors and Supervisory Report of the Board of
                                Commissioners, and Approval of the Consolidated Financial Statements of the
                                Company and its Subsidiaries, for the fiscal year ended on December 31, 2023,
                                and to provide a full release and discharge of responsibility to the members of
                                the Board of Directors and the Board of Commissioners for their management
                                and supervisory action in the fiscal year ended on December 31, 2023 (acquit
                                et de charge);
                             2. Determination of the use of the Company’s net profit for the fiscal year ended
                                 on December 31, 2023;
                             3. Appointment of Independent Public Accountants to audit the Company’s
                                 Financial Statements for the fiscal year ended on December 31, 2024, and to
                                 authorize the Board of Commissioners of the Company to determine the
                                 honorarium of such Independent Public Accountants;
                             4. Determination of remuneration for members of the Board of Directors and the
                                 Board of Commissioners of the Company.

(B). Members of the Board of Directors and the Board of Commissioners present in the Meeting:

     THE BOARD OF DIRECTORS
     President Director      : Adrianto Djokosoetono
     Vice President Director : Sigit Priawan Djokosoetono
     Director                : Irawaty Salim;

     THE BOARD OF COMMISSIONERS
     President Commissioner   : Bayu Priawan Djokosoetono
     Commissioner             : Kresna Priawan Djokosoetono
     Independent Commissioner : Budi Setiyadi
     Independent Commissioner : Setyo Wasisto


(C). The Meeting was attended by amounting 2,168,107,856 shares having valid voting rights or 86.6515270% of all
     shares with valid voting rights issued by the Company.



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(D). In such Meeting, shareholders and/or their proxies were given opportunities to ask questions and express
     their opinions in relation to the Meeting agendas.

(E). Agenda I             : no questions and opinions
     Agenda II            : no questions and opinions
     Agenda III           : no questions and opinions
     Agenda IV            : no questions and opinions

(F). Mechanism of adopting resolutions in the Meeting is as follows:
     The Meeting resolutions were taken by deliberation to reach consensus. In case failure to reach consensus
     takes place, it will be decided by voting.

(G). The results of resolutions adopted by voting:

    Agenda I:

                     Agree                              Abstain                        Disagree

      2,118,844,827     votes     or        49,263,029      votes      or                   0
      97.7278331% of all shares with        2.2721669% of all shares with
      voting right attended in the          voting right attended in the
      Meeting.                              Meeting.


     Resolution of Agenda I:

     Approved the Annual Report of the Company, including Annual Reports of the Board of Directors and
     Supervisory Report of the Board of Commissioners, and approved the Consolidated Financial
     Statements of the Company and its Subsidiaries, for the fiscal year ended on December 31, 2023, and
     provided a full release and discharge of the responsibility to the members of the Board of Directors and
     the Board of Commissioners for their management and supervisory action in the fiscal year ended on
     December 31, 2023 (acquit et de charge).

    Agenda II:

                     Agree                              Abstain                        Disagree

      2,122,436,956     votes     or         45,363,600      votes      or   307,300 votes or 0.0141736%
      97.8935135% of all shares with         2.0923129% of all shares with   of all shares with voting right
      voting right attended in the           voting right attended in the    attended in the Meeting.
      Meeting.                               Meeting.


    Resolution of Agenda II:
    1. Approved the determination of the use of the Company’s net profit that can be attributed to the owner
       of parent entity for the fiscal year ended on December 31, 2023, amounting Rp452,970,058,769.00 as
       follows:
       - Amounting Rp227,691,100,000.00 or 50.27% from the net profit of the financial year 2023, equal to Rp91,-
           per share will be distributed in the form of final dividend to all shareholders registered in the
           Register of Shareholders (DPS) of the Company per June 27, 2024, and the payment will be made
           on July 12, 2024.
       - The balance amounting Rp225,278,958,769.00 will be used to increase working capital and will be
           recorded as retained earnings.


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2. Granted the power and authorization to the Board of Directors of the Company to conduct the distribution
   of such cash dividend and take all necessary action. Cash dividend payment will be made subject to the
   provisions of the applicable laws and regulations.


Agenda III:

               Agree                              Abstain                         Disagree

  2,091,618,686    votes      or 49,263,029 votes or 2.2721669%        27,226,141      votes      or
  96.4720773% of all shares with of all shares with voting right       1.2557558% of all shares with
  voting right attended in the attended in the Meeting.                voting right attended in the
  Meeting.                                                             Meeting.


Resolution of Agenda III:

1. Approved to appoint the Public Accounting Firm of Mirawati Sensi Idris to audit the Company's
   Consolidated Financial Statements and its Subsidiaries for the fiscal year ended on December 31,
   2024.

2.   Gave the authority to the Board of Commissioners to:
     a. appoint another Public Accounting Firm and determine the terms of its appointment if the
        previously appointed Public Accounting Firm is unable to perform or continue its duties for any
        reason whatsoever, including legal and regulatory reasons in the capital market or in the event of
        fail to reach agreement on honorarium for audit services;
     b. determine the honorarium of the appointed Public Accounting Firm and other terms in connection
        with its appointment.

Agenda IV:

               Agree                             Abstain                          Disagree

  2,122,416,956     votes     or       45,363,600      votes      or    327,300 votes or 0.0150961%
  97.8925910% of all shares with       2.0923129% of all shares with    of all shares with voting right
  voting right attended in the         voting right attended in the     attended in the Meeting.
  Meeting.                             Meeting.


Resolution of Agenda IV:

1. Determined the gross remuneration of all members of the Board of Commissioners of the Company for the
   fiscal year 2024 is the same as the Resolution of the Annual General Meeting of Shareholders of the
   Company in 2023, which is a maximum amount of Rp6,500,000,000.00 subject to tax, and authorized the
   President Commissioner to determine the distribution of such remuneration among the members of the
   Board of Commissioners.

2. Granted authorization to the Board of Commissioners of the Company, where such authority may be
   delegated to a member of the Board of Commissioners of the Company pursuant to the Resolution of the
   Board of Commissioners Meeting, to (i) determine the amount of remuneration for all members of the
   Board of Directors of the Company for the fiscal year 2024; and (ii) determine the distribution among
   members of the Company's Board of Directors.



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(H). Schedule and Mechanism of Dividend Distribution of the Fiscal Year of 2023:
     Pursuant to the resolution of second agenda as stated above, we hereby inform that the Company will distribute
     cash dividend to all of the shareholders amounting Rp227,691,100,000.00 (two hundred twenty seven billion
     six hundred ninety one million one hundred thousand Rupiah) or equal to Rp91.00 (ninety one Rupiah) per
     share. In accordance with that matter, the Company herewith announce the schedule and mechanism of such
     dividend distribution as follows:

     Schedule of Payment of Cash Dividend of The Fiscal Year of 2023:

        NO                               REMARKS                                                DATE
         1     End Period of Shares Trading with Dividend Right (Cum Dividen)
               • Regular and Negotiated Market                                              June 25, 2024
               • Cash Market                                                                June 27, 2024
         2     Beginning Period of Shares Trading without Dividend Right (Ex
               Dividend)
               • Regular and Negotiated Market                                              June 26, 2024
               • Cash Market                                                                June 28, 2024
         3     Date of Shareholders’ Register entitled for Dividend (Recording              June 27, 2024
               Date)
         4     Date of Payment for Cash Dividend                                            July 12, 2024

   Mechanism of Payment of Cash Dividend:
   1. Cash dividend will be distributed to shareholders whose names registered in the Company’s Register of
      Shareholders (“DPS”) or recording date on June 27, 2024 and/or the share owners of the Company on the
      sub securities account in Indonesian Central Securities Depository (“KSEI”) on the closing of trading
      dated June 27, 2024.
   2. For shareholders whose shares included in the collective deposit in KSEI, the payment of cash dividend
      will be made through KSEI and will be distributed on July 12, 2024, to the customers fund account (RDN)
      on securities companies and/or custodian banks where the shareholders opened their securities account.
      While for shareholders whose shares are not included in the collective deposit in KSEI, the payment of
      cash dividend will be transferred to the shareholders’ accounts.
   3. Payment of cash dividend will be subject the prevailing laws and regulations.
   4. In accordance with the applicable tax laws and regulations, the cash dividend will be excluded from the
      tax object received by the shareholders of the domestic corporate taxpayer (“Domestic Corporate
      Taxpayer”) and the Company does not deduct Income Tax on cash dividend paid to such Domestic
      Corporate Taxpayer. Cash dividend received by shareholders who are domestic individual taxpayers
      (“Domestic Individual Taxpayer”) will be excluded from the tax object as long as the dividend are
      invested in the territory of the Republic of Indonesia. For Domestic Individual Taxpayer that does not
      meet the investment provisions as mentioned above, the dividend received by them will be subject to
      income tax ("PPh") in accordance with the provisions of the applicable laws and regulations, and the PPh
      must be paid by such Domestic Individual Taxpayer in accordance with the provisions of Government
      Regulation No. 9 of 2021 concerning Tax Treatment to Support the Ease of Doing Business.




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5. Shareholders of the Company can obtain confirmation of dividend payments through securities companies
   and/ or custodian banks where shareholders of the Company opened their securities account, then the
   shareholders of the Company must be responsible for reporting such dividend receipts in tax reporting for
   the tax year concerned in accordance with the applicable tax laws and regulations.
6. For shareholders being Foreign Taxpayers which tax deduction will use tariffs in accordance with the
   Approval of Double Taxation Avoidance (“P3B”) are required to fulfill requirement from the Directorate
   General of Taxes Regulation Number PER-25/PJ/2018 concerning the Guidelines for the Application of
   Approval of Double Taxation Avoidance and submit proof of record document or receipt of DGT/SKD
   which has been uploaded to the website of Directorate General of Tax to KSEI or BAE, within the deadline
   in accordance with KSEI rules and regulations. In the absence of such documents, the cash dividend paid
   will be subject to PPh of Article 26 amounting 20%.
7. For shareholders being Foreign Taxpayer having their shares in the collective deposit in KSEI, proof of
   tax deduction on dividend can be collected in the securities companies and/or custodian banks where the
   shareholders opened their securities account and for shareholders having share certificates, can collect in
   BAE.


                                          Jakarta, June 18, 2024
                                          PT BLUE BIRD Tbk
                                         The Board of Directors




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

linked org BLUE BIRD Tbk p.1 ×8
linked person Adrianto Djokosoetono p.1
linked person Sigit Priawan Djokosoetono · President Director p.1 ×2
linked person Bayu Priawan Djokosoetono p.1
linked person Setyo Wasisto · Commissioner p.1
possible person Kresna Priawan p.1
possible person Budi Setiyadi · Commissioner p.1
unresolved org Financial Services Authority p.1
unresolved org Directorate General of Tax p.5

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