20240605_LABA_Pemanggilan RUPS_31647423_lamp1.pdf

                        PT. LADANGBAJA MURNI Tbk
                       Industri Sel 8 Blok EE/7c, Kawasan Industri Jababeka 2, Bekasi, Jawa Barat, 17550
                       Phone (021) 6511 595 Website: www.ladangbajamurni.com


 Agenda 2          Approval of the Use of the Company’s Net Profit
Explanation:
In accordance with Article 24 paragraph (1) and paragraph (2) of the Company’s Articles of Association
as well as Articles 70 and 71 of Law No. 40 Year 2007 on Limited Liability Companies (as amended),
the use of the Company’s net profits must be approved by the General Meeting of Shareholders.

 Agenda 3          Approval for the Appointment of a Public Accountant and/or Public
                   Accountant Firm
Explanation:
This agenda is proposed based on Article 3 paragraph (1) and paragraph (4) of Financial Services
Authority Regulation No. 9 of 2023 concerning the Use of Public Accounting Services and Public
Accounting Firms in Financial Services Activities, where the appointment of a Public Accountant/Public
Accounting Firm to examine the Company's Annual Financial Report for the 2024 Financial Year will
be proposed in accordance with the appointment by the Board of Commissioners based on
recommendations from the Audit Committee.

 Agenda 4          Approval for the Remuneration of the Board of Commissioners and Board of
                   Directors for Financial Year 2024
Explanation:
1.   Based on the Article 113 of Law No. 40 Year 2007 on Limited Liabilities Companies (as amended),
     and Article 14 paragraph (6) of the Company’s Articles of Association, the Company will propose
     an approval on salary, honorarium, and allowances for the Company’s Board of Commissioners to
     be approved by the General Meeting of Shareholders and to further grant power and authority to
     the President Commissioner to determine the distribution among members of the Board of
     Commissioners.

2.   Referring to the provisions of the Article 96 paragraph (1) of Law No. 40 Year 2007 on Limited
     Liabilities Companies (as amended) and Article 11 paragraph (7) of the Company’s Articles of
     Association, the amount of the Board of Directors’ salaries and allowances is determined based on
     the decision of the General Meeting of Shareholders, however, according to the provisions of
     Article 96 paragraph (2) of Law No. 40 Year 2007 on Limited Liabilities Companies (as amended)
     and Articles 11 paragraph (7) of the Company’s Articles of Association, this authority can be
     delegated to the Board of Commissioners.

 Agenda 5          Approval of Changes to the Composition of the Company's Board of
                   Directors.
Explanation:
This agenda is proposed based on Articles 11 paragraph (5)(a), (13) and (14) of the Company's Articles
of Association. Profiles of prospective members of the Company's Board of Directors are available on
the Company's website (https://en.ladangbajamurni.com/investor-relation/14/gms).

In accordance with the recommendations of the Nomination and Remuneration Committee as attached
to the Board of Commissioners of the Company, the Board of Commissioners hereby proposes to the
Meeting to obtain approval for the below matters:


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                         PT. LADANGBAJA MURNI Tbk
                        Industri Sel 8 Blok EE/7c, Kawasan Industri Jababeka 2, Bekasi, Jawa Barat, 17550
                        Phone (021) 6511 595 Website: www.ladangbajamurni.com

   1. To respectfully dismiss Mr. Jimmy Irawan as President Director of the Company and Mrs.
      Merinda Brata Kencana as Director of the Company and to grant acquit et de charge to them
      from their respective positions for all management actions taken from the time as of their
      appointments until the end of their term of office as long as those actions are reflected in the
      Company's books.
   2. To appoint prospective members of the Board of Directors whose profiles are available on the
      Company's website as mentioned above.

 Agenda 6           Approval of Changes to the Composition of the Company's Board of
                    Commissioners.
Explanation:
This agenda is proposed based on Articles 14 paragraph (4)(a), (12) and (13) of the Company's Articles
of Association. Profiles of prospective members of the Company's Board of Commissioners are available
on the Company's website (https://en.ladangbajamurni.com/investor-relation/14/gms).

In accordance with the recommendations of the Nomination and Remuneration Committee as attached
to the Board of Commissioners of the Company, the Board of Commissioners hereby proposes to the
Meeting to obtain approval for the below matters:

   1. To respectfully dismiss Mrs. Juliana Tjitra as President Commissioner of the Company and Mrs.
      Sri Redjeki Soetrisno as Commissioner of the Company and to grant acquit et de charge to them
      from their respective positions for all supervisory actions taken from the time as of their
      appointments until the end of their term of office as long as those actions are reflected in the
      Company's books.

   2. To appoint prospective members of the Board of Commissioners whose profiles are available on
      the Company's website as mentioned above.

 Agenda 7           Approval of the Acquisition of the Controlling and Principal Shareholders'
                    Shares.

Explanation:
This agenda is proposed based on Article 27 paragraph (1) of the Company's Articles of Association that
the acquisition of the Company must obtain approval from the General Meeting of Shareholders.

The contemplated share acquisition referred to is as follows:

   1. PT Adyatama Global Investama to sell its entire shares in the Company amounting to 480,000,000
      shares to PT Nev Stored Energy.
   2. PT Alfa Omega Investindo to sell its entire shares in the Company with the following details: (a)
      an amount of 80,000,000 shares to PT Nev Stored Energy; and (b) an amount of 240,000,000
      shares to PT Longping Investasi Indonesia.

 Agenda 8           Approval for the Change of Article 4 of Articles of Association.
Explanation:
The Company shall adjust the issued and paid-up capital based on the result of the conversion of the
Company’s warrant. In accordance with the provisions of Article 26 paragraph (2) of the Company's
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                         PT. LADANGBAJA MURNI Tbk
                        Industri Sel 8 Blok EE/7c, Kawasan Industri Jababeka 2, Bekasi, Jawa Barat, 17550
                        Phone (021) 6511 595 Website: www.ladangbajamurni.com

Articles of Association, in which, every amendment to the Company’s Articles of Association is
determined by the General Meeting of Shareholders.

 Agenda 9           Approval for the Change of Company’s Name
Explanation:
This agenda item is proposed in connection with the contemplated acquisition of the controlling and
principal shareholders’ shares as referred to in Agenda 7 above and constitutes an amendment of articles
of association that must be determined by the General Meeting of Shareholders based on Article 26
paragraph (2) of the Company's Articles of Association,.

 Agenda 10          Approval for the Change of Company’s Address
Explanation:
This agenda item is proposed in connection with the contemplated acquisition of the controlling and
principal shareholders’ shares as referred to in Agenda 7 above.

PROVISIONS FOR SHAREHOLDERS WITH THE RIGHT TO ATTEND IN THE MEETING
1.   Shareholders who are entitled to attend or be represented at the Meeting are Shareholders whose
     names are registered in the Company’s Register of Shareholders on June 4th, 2024 at 16.00 WIB
     (Western Indonesia Time) and/or holders of the Company’s shares at the sub-securities account of
     PT Kustodian Sentral Efek Indonesia (KSEI) on the closing of shares trading at the Indonesia Stock
     Exchange on June 4th, 2024.
2.   The Meeting will be held electronically, so that Shareholders can attend through the Electronic
     General Meeting System application through https://easy.ksei.co.id/egken/ as provided by KSEI.
3.   The guideline of registration, usage, and explanation for eASY.KSEI and AKSes KSEI can be
     found on the website of: https://akses.ksei.co.id and https://www.ksei.co.id/data/download-data-
     and-user-guide.
4.   If the Shareholder chooses not to attend the Meeting electronically nor grant a power of attorney
     electronically through eASY.KSEI, the respective Shareholder may authorize the Independent
     Party being appointed by the Company so that the Shareholder’s presence and voting rights are
     represented by the Independent Party electronically in the Meeting through eASY.KSEI application
     or other third party (so long it is permissible), with the following conditions:
     a.     Downloading the conventional Proxy Form as available in the Company’s website
            (www.ladangbajamurni.com) to be filled or to grant a power of attorney in other form as may
            be permitted, which original copy shall be submitted to the Company at the latest on June
            26th, 2024 at 12.00 (i) through Share Administration Bureau appointed by the Company
            namely PT Bima Registra, Satrio Tower, 9th Floor A2, Jl. Prof. Dr. Satrio Blok C4, Kuningan
            Setiabudi, Jakarta Selatan, Telp.: 021-25984818, Fax: 021-25984819, Email:
            acc@bimaregistra.co.id if the power of attorney is granted to the Independent Party being
            appointed by the Company); or (ii) to the Company’s address at Jl. Raya Imam Bonjol
            RT008/RW13, Sukadanau, Cikarang Barat, Kabupaten Bekasi (if a power of attorney is
            granted to other third party, so long that such grant of power of attorney is permissible).
     b.     The Proxy Form must be equipped with a copy of Identity Card (KTP) or other valid
            identification. For Shareholders in the form of Legal Entities, a copy of the Article of
            Association as well as the latest Deed on the Changes of Composition of the Board.
     c.     Any member of the Board of Commissioners, Board of Directors, and any employee of the
            Company may act as a proxy for the Shareholders in the Meeting and shall be considered in
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                         PT. LADANGBAJA MURNI Tbk
                        Industri Sel 8 Blok EE/7c, Kawasan Industri Jababeka 2, Bekasi, Jawa Barat, 17550
                        Phone (021) 6511 595 Website: www.ladangbajamurni.com

            determining the quorum of the General Meeting of Shareholders. However, they are not
            entitled to vote during the voting session.
      d.    The Shareholders are not allowed to split their authority of some shares to more than one
            proxy with different votes.


MEETING MATERIAL
1.    All meeting-related materials including the Proxy Form and Meeting Rules of Conduct are made
      available to the shareholders and can be accessed through the Company’s website
      (www.ladangbajamurni.com) as of the date of this Summon of Meeting until the organization of
      the Meeting.
2.    Shareholders of the Company are expected to carefully read the Meeting Rules of Conduct,
      including for those who will attend the Meeting electronically, the electronic Meeting guideline is
      available at eASY.KSEI application’s website.


QUESTIONS RELATED WITH MEETING AGENDA
The Shareholders who are entitled to attend the Meeting, have the right to submit questions related to the
Meeting Agenda through the Company’s email lbm@ladangbajamurni.com and the questions thereof
will be submitted in the Meeting by the authorized proxy and recorded in the Minutes of Meeting to be
prepared by the Notary and the response to those questions will be replied to the respective Shareholder’s
email after the Meeting.

VOTING RESULTS
Notary with the assistance of the Shares Administration Bureau will validate and calculate the voting for
respective Meeting’s Agenda in every voting for each respective Agenda, including the submitted votes
through eASY.KSEI and the submitted votes in the Meeting.

OTHER MATTERS
Any changes and/or additional information related to the implementation procedures of the Meeting
which has not been incorporated under this Summon will be further updated on the Company’s website.


                                       Bekasi, June 5th, 2024
                                  PT LADANGBAJA MURNI Tbk

                                      BOARD OF DIRECTORS




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