Back to announcement
20240516_ADRO_Ringkasan Risalah//Risalah RUPS_31640147_lamp1.pdf
RUPS minutes Needs review ADROSource file signed link, expires in 15 minutes
Extracted text 16
Page 1
ANNOUNCEMENT
SUMMARY MINUTES
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT ADARO ENERGY INDONESIA TBK
PT ADARO ENERGY INDONESIA TBK, domiciled in South Jakarta, herewith announces that on Wednesday, May 15, 2024, at Dian Ballroom,
the Raffles Hotel, Ciputra World, Jl. Prof. DR. Satrio Kav. 3, Kuningan, Jakarta Selatan, 12940, the Annual General Meeting of Shareholders
(hereinafter “AGMS”) of PT ADARO ENERGY INDONESIA TBK (hereinafter “the Company”) was convened offline and online by using the
Electronic General Meeting System (“eASY.KSEI”) provided by PT Kustodian Sentral Efek Indonesia (“KSEI”). The AGMS was commenced at
10.08 Western Indonesian Time and attended by the members of the Board of Commissioners (BoC) and Board of Directors (“BoD”).
A. The BoC and BoD members attending the AGMS:
BoC:
- Edwin Soeryadjaya, acting as President Commissioner and as a legitimate proxy of:
- Ir. Theodore Permadi Rachmat, in his position as Vice President Commissioner, based on the Power of Attorney of May 13,
2024
- Arini Saraswaty Subianto, acting as Commissioner;
- Ir. Mohammad Effendi, acting as Independent Commissioner; and
- Budi Bowoleksono, acting as Independent Commissioner.
1
Page 2
BoD:
- Garibaldi Thohir, acting as President Director;
- Christian Ariano Rachmat, acting as Vice President Director;
- Chia Ah Hoo, acting as Director;
- M. Syah Indra Aman, acting as Director;
- Julius Aslan, acting as Director; and
- Michael W.P. Soeryadjaya, acting as Director.
B. Quorum of Shareholders
The provisions on the quorum for a valid AGMS implementation are as follows:
• The first, second, fourth, fifth, sixth, and seventh agenda of the AGMS shall be subject to article 41 point 1 (a) of Financial Services
Authority (FSA) Regulation number 15/POJK.04/2020 on the Plan and Implementation of General Meeting of Shareholders of Public
Companies (“POJK 15”), which regulated that the AGMS can be implemented if it is attended by the shareholders with voting rights
representing ½ (one half) of the number of shares which have been issued by the Company or their legitimate proxies, and
according to article 41 point 1 (c) of POJK 15, the AGMS resolutions are valid if they are approved by more than ½ (one half) of the
total shares with voting rights that attend the AGMS.
• The third agenda of the AGMS shall be subject to article 42 (a) of POJK 15, which regulates that the AGMS can be implemented if it
is attended by the shareholders with voting rights representing 2/3 (two thirds) of the number of shares which have been issued by
the Company or their legitimate proxies, and according to article 42 (b) of POJK 15, the AGMS resolutions are valid if they are
approved by more than 2/3 (two thirds) of the total shares with voting rights that attend the AGMS.
The AGMS was attended by the shareholders or shareholder proxies totaling 25,690,580,350 (twenty-five billion six hundred ninety
million five hundred eighty thousand three hundred fifty) shares or 85.523% (eighty-five point five two three percent) out of
30,758,665,900 (thirty billion seven hundred fifty-eight million six hundred sixty-five thousand nine hundred) shares, which is the total
2
Page 3
number of shares issued by the Company until the AGMS recording date of 31,985,962,000 (thirty-one billion nine hundred eighty-five
million nine hundred sixty-two thousand) shares deducted by the number of shares purchased from the share buyback of 1,227,296,100
(one billion two hundred twenty-seven million two hundred ninety-six thousand one hundred) shares.
In accordance with POJK No. 15/2020, the provisions on AGMS quorum have been FULFILLED. Therefore, the AGMS was valid and
qualified to make valid and binding resolutions.
C. AGMS Agenda
1. Approval for the Company’s Annual Report and the ratification of the Company’s Consolidated Financial Statements for the
fiscal year of 2023;
2. Appropriation of the Company’s net income for the fiscal year of 2023;
3. Amendment to article 4 point (2) of the Company’s Articles of Association concerning the reduction of issued and paid-up
capital;
4. A change to the composition of the Company’s Board of Directors;
5. Determination of the honorarium or salary and other allowances for the Company’s Board of Commissioners and Board of
Directors for the fiscal year of 2024;
6. Approval for the appointment of the public accounting firm to audit the Company’s consolidated financial statements for the
fiscal year of 2024; and
7. Approval for the share buyback by the Company in accordance with the provisions of the Financial Services Authority
Regulation No. 29 of 2023 on the Buyback of Shares Issued by Public Companies.
3
Page 4
D. Question & Answer Session
Prior to making the resolutions, the AGMS Chairperson offered the opportunity to the shareholders or shareholder proxies to submit
questions on each AGMS agenda. Three shareholders or shareholder proxies raised questions on the first AGMS agenda and one
shareholder or shareholder proxy raised questions on the seventh AGMS agenda.
E. Mechanism of AGMS Resolutions
The AGMS resolutions were made under deliberation for consensus mechanism; however, in the case that any of the shareholders or
shareholder proxies disagreed or abstained so that the resolutions under deliberation for consensus were not achieved, the resolutions
would be made through voting by collecting the voting cards.
F. AGMS Resolutions
AGMS First Agenda
Number of 3 people
shareholders
conveying a question
Voting result Agree Abstain Disagree
AGMS approved with 25,372,785,561 (twenty-five billion 287,489,069 (two hundred eighty- 317,794,789 (three hundred
majority votes three hundred seventy-two million seven million four hundred eighty- seventeen million seven hundred
seven hundred eighty-five nine thousand sixty-nine) shares. ninety-four thousand seven
thousand five hundred sixty-one) hundred eighty-nine) shares or
shares or 98.762% (ninety-eight - Pursuant to article 47 of POJK 1.237% (one point two three seven
point seven six two percent) out of 15, the shareholders with valid percent) out of the total votes
the total votes attending the voting rights who attended the attending the AGMS.
4
Page 5
AGMS. AGMS but did not vote, or
abstained, are deemed to have
voted for the same options as the
majority votes of the
shareholders who voted.
Resolutions on the first 1. Approved the Company’s Annual Report for the fiscal year of 2023 on the Company’s activities and
AGMS agenda management in 2023, which had been signed by the Company’s BoD and BoC.
2. Ratified the Company’s Consolidated Financial Statements for the fiscal year ending on December
31, 2023, which had been audited by Daniel Kohar, S.E., CPA from the Public Accounting Firm
Tanudiredja, Wibisana, Rintis & Rekan, a member of PricewaterhouseCoopers global network in
Indonesia, as stated in the report of February 28, 2024, with an unqualified opinion for all material
respects.
With the approval for the Company’s Annual Report for the fiscal year of 2023, and the ratification
of the Company’s Consolidated Financial Statements for the fiscal year ending on December 31,
2023, the AGMS granted the full release and discharge (acquit et decharge) to the Company’s
Board of Directors and Board of Commissioners for the management and supervisory actions
carried out in the fiscal year of 2023.
AGMS Second Agenda
Number of zero
shareholders
conveying a question
5
Page 6
Voting result Agree Abstain Disagree
AGMS approved with 25,690,572,650 (twenty-five billion 227,953,700 (two hundred twenty- 7,700 (seven thousand seven
majority votes six hundred ninety million five seven million nine hundred fifty- hundred) shares or 0.000% (zero
hundred seventy-two thousand six three thousand seven hundred) point zero zero zero percent) out of
hundred fifty) shares or 99.999% shares. the total votes attending the
(ninety-nine point nine nine nine AGMS.
percent) out of the total votes - Pursuant to article 47 of POJK
attending the AGMS. 15, the shareholders with valid
voting rights who attended the
AGMS but did not vote, or
abstained, are deemed to have
voted for the same options as the
majority votes of the
shareholders who voted.
Resolutions on the − Approved the appropriation of net income attributable to the owners of the parent entity of the
second AGMS agenda Company for the fiscal year of 2023 in the amount of US$1,641,435,739 (one billion six hundred
forty-one million four hundred thirty-five thousand seven hundred thirty-nine United States
dollars), as follows:
1. A total of US$800,000,000 (eight hundred million United States dollars) or 48.74% (forty-eight
point seven four percent) of the Company’s net income of the fiscal year 2023 for paying cash
dividend, out of which US$400,000,000 (four hundred million United States dollars) was paid
on January 12, 2024 as interim dividend, while the remaining US$400,000,000 (four hundred
million United States dollars) will be paid as the final cash dividend.
6
Page 7
In the implementation, the Company’s Board of Directors is granted the power with
substitution right to take all necessary actions for such implementation, including
determining the list of shareholders who are entitled to the final cash dividend, and
determining the payment schedule and mechanism of the final cash dividend.
The payment schedule of the final cash dividend will be announced on the IDX website and
the Company’s website, by complying with the applicable laws and regulations.
2. A total of US$841,435,739 (eight hundred forty-one million four hundred thirty-five thousand
seven hundred thirty-nine United States dollars) or 51.26% of the profit of the fiscal year of
2023 will be appropriated for retained earnings.
AGMS Third Agenda
Number of zero
shareholders
conveying a question
Voting result Agree Abstain Disagree
AGMS approved with 25,690,532,850 (twenty-five billion 229,685,300 (two hundred twenty- 47,500 (forty-seven thousand five
majority votes six hundred ninety million five nine million six hundred eighty-five hundred) shares or 0.000% (zero
hundred thirty-two thousand eight thousand three hundred) shares. point zero zero zero percent) out of
hundred fifty) shares or 99.999% the total votes attending the
(ninety-nine point nine nine nine - Pursuant to article 47 of POJK AGMS.
7
Page 8
percent) out of the total votes 15, the shareholders with valid
attending the AGMS. voting rights who attended the
AGMS but did not vote, or
abstained, are deemed to have
voted for the same options as the
majority votes of the
shareholders who voted.
Resolutions on the 1. Approved the amendment to article 4 point (2) of the Company’s Articles of Association
third AGMS agenda concerning the reduction of the issued and paid-up capital through the withdrawal of the
Company’s shares from the share buyback for a total of 1,227,296,100 (one billion two hundred
twenty-seven million two hundred ninety-six thousand one hundred) shares or representing 3.84%
of all issued and paid-up capital, so that the Company’s issued and paid-up capital will reduce
from 31,985,962,000 (thirty-one billion nine hundred eighty-five million nine hundred sixty-two
thousand) shares and nominal value of Rp3,198,596,200,000 (three trillion one hundred ninety-eight
billion five hundred ninety-six million two hundred thousand Rupiah) to 30,758,665,900 (thirty
billion seven hundred fifty-eight million six hundred sixty-five thousand nine hundred) shares and
nominal value of Rp 3,075,866,590,000 (three trillion seventy-five billion eight hundred sixty-six
million five hundred ninety thousand Rupiah).
3. Approved to grant power and authority with the substitution right to one of the members of the
Company’s Board of Directors, with substitution rights, to declare the amendment to article 4
point (2) of the Company’s Articles of Association concerning the reduction of the issued and
paid-up capital in a notary deed, report it to the Minister of Law and Human Rights, register it in
the Company Register, and take all necessary actions in accordance with the prevailing regulatory
8
Page 9
requirements.
AGMS Fourth Agenda
Number of zero
shareholders
conveying a question
Voting result Agree Abstain Disagree
AGMS approved with 24,791,400,099 (twenty-four billion 227,986,700 (two hundred twenty- 899,180,251 (eight hundred ninety-
majority votes seven hundred ninety-one million seven million nine hundred eighty- nine million one hundred eighty
four hundred thousand ninety- six thousand seven hundred) thousand two hundred fifty-one)
nine) shares or 96.499% (ninety- shares. shares or 3.500% (three point five
six point four nine nine percent) zero zero percent) out of the total
out of the total votes attending the - Pursuant to article 47 of POJK votes attending the AGMS.
AGMS. 15, the shareholders with valid
voting rights who attended the
AGMS but did not vote, or
abstained, are deemed to have
voted for the same options as the
majority votes of the
shareholders who voted.
Resolutions on the 1. Approved the appointment of Mr. Iwan Dewono Budiyuwono to be the Company’s Director for the
fourth AGMS agenda term of office from the closure of the Meeting, and the continuation of the term of office of other
current BoD members, that is, until the closure of the Company’s Annual General Meeting of
9
Page 10
Shareholders 2028, and granted the full release and discharge (acquit et decharge) to Mr. Chia Ah
Hoo from his position as the Company’s Director, and all his actions for carrying out his
responsibilities during his tenure as the Company’s Director, effective as of the closure of this
Meeting.
2. Approved the change to the Company’s BoD composition from:
President Director: Garibaldi Thohir
Vice President Director: Christian Ariano Rachmat
Director: Michael William P. Soeryadjaya
Director: Chia Ah Hoo
Director: Mohammad Syah Indra Aman
Director: Julius Aslan
to be as follows:
President Director: Garibaldi Thohir
Vice President Director: Christian Ariano Rachmat
Director: Michael William P. Soeryadjaya
Director: Mohammad Syah Indra Aman
Director: Julius Aslan
Director: Iwan Dewono Budiyuwono
from the closure of the Meeting to the closure of the Company’s Annual General Meeting of
Shareholders 2028.
3. Approved to grant power and authority with the substitution right to one of the members of the
Company’s Board of Directors, with substitution rights, to declare the resolution on the change in
10
Page 11
the composition of the Company’s Board of Directors in a notarial deed, report it to the Minister of
Law and Human Rights, register it in the Company Register, and take all necessary actions in
accordance with the prevailing regulatory requirements.
AGMS Fifth Agenda
Number of zero
shareholders
conveying a question
Voting result Agree Abstain Disagree
AGMS approved with 24,237,000,680 (twenty-four billion 326,753,702 (three hundred 1,453,579,670 (one billion four
majority votes two hundred thirty-seven million twenty-six million seven hundred hundred fifty-three million five
six hundred eighty) shares or fifty-three thousand seven hundred hundred seventy-nine thousand six
94.341% (ninety-four point three two) shares. hundred seventy) shares or
four one percent) out of the total 5.658% (five point six five eight
votes attending the AGMS. - Pursuant to article 47 of POJK percent) out of the total votes
15, the shareholders with valid attending the AGMS.
voting rights who attended the
AGMS but did not vote, or
abstained, are deemed to have
voted for the same options as the
majority votes of the
shareholders who voted.
Resolutions on the fifth Approved the delegation of authority to the Nomination and Remuneration Committee, whose
11
Page 12
AGMS agenda functions are carried out by the Company’s BoC, to determine the honorarium or salary, and other
allowances for the BoD and BoC members for the fiscal year 2024 by taking into account the
Company’s financial condition.
AGMS Sixth Agenda
Number of zero
shareholders
conveying a question
Voting result Agree Abstain Disagree
AGMS approved with 25,657,126,550 (twenty-five billion 227,961,300 (two hundred twenty- 33,453,800 (thirty-three million four
majority votes six hundred fifty-seven million one seven million nine hundred sixty- hundred fifty-three thousand eight
hundred twenty-six thousand five one thousand three hundred) hundred) shares or 0.130% (zero
hundred fifty) shares or 99.869% shares. point one three zero percent) out of
(ninety-nine point eight six nine the total votes attending the
percent) out of the total votes - Pursuant to article 47 of POJK AGMS.
attending the AGMS. 15, the shareholders with valid
voting rights who attended the
AGMS but did not vote, or
abstained, are deemed to have
voted for the same options as the
majority votes of the
shareholders who voted.
Resolutions on the Approved the reappointment of the Public Accounting Firm Tanudiredja, Wibisana, Rintis dan Rekan
(or its successor or replacement, which is a member of PricewaterhouseCoopers global network in
12
Page 13
sixth AGMS agenda Indonesia) for auditing the Company’s Consolidated Financial Statements in the current fiscal year
and will end on December 31st, 2024, according to the proposal of the Company’s BoC which takes
into account the recommendation from the Audit Committee of March 20th, 2024, or the successor in
the event of any change, which is appointed and/or approved by the Company’s BoC.
AGMS Seventh Agenda
Number of 1 person
shareholders
conveying a question
Voting result Agree Abstain Disagree
AGMS approved with 25,666,473,650 (twenty-five billion 244,053,359 (two hundred forty- 24,106,700 (twenty-four million one
majority votes six hundred sixty-six million four four million fifty-three thousand hundred six thousand seven
hundred seventy-three thousand three hundred fifty-nine) shares. hundred) shares or 0.093% (zero
six hundred fifty) shares or point zero nine three percent) out
99.906% (ninety-nine point nine - Pursuant to article 47 of POJK of the total votes attending the
zero six percent) out of the total 15, the shareholders with valid AGMS.
votes attending the AGMS. voting rights who attended the
AGMS but did not vote, or
abstained, are deemed to have
voted for the same options as the
majority votes of the
shareholders who voted.
13
Page 14
Resolutions on the 1. Approved the buyback of the shares issued by the Company in accordance with the provisions of
seventh AGMS agenda POJK 29 for a maximum amount of Rp4,000,000,000,000; and
2. Granted the power and authority to the Company’s Board of Directors for implementing the
Company’s share buyback.
The AGMS was concluded at 11.33 Western Indonesian Time.
G. Schedule and Mechanism for the Distribution of the Final Cash Dividend
Following the resolution of the Second Agenda of the Meeting, the schedule and mechanism of the distribution of the final cash dividend
are as follows:
Distribution Schedule of Final Cash Dividend
Remarks Date
a. Announcement of the schedule and mechanism for the distribution of final cash dividend on IDX’s website and
May 16, 2024
the Company’s website
b. The date for recording the shareholders who are entitled to final cash dividend (“Record Date”) May 29, 2024
c. Announcement of conversion rate (Bank Indonesia’s middle rate) on IDX’s website and the Company’s website May 29, 2024
d. Regular and negotiated market:
• Cum dividend May 27, 2024
• Ex dividend May 28, 2024
14
Page 15
e. Cash Market:
• Cum dividend May 29, 2024
• Ex dividend May 30, 2023
f. Payment of final cash dividend June 5, 2024
Distribution Mechanism for Final Cash Dividend:
1. This announcement shall serve as the official announcement from the Company and the Company will not issue any separate
announcement to the shareholders.
2. The final cash dividend will be distributed to the shareholders listed in the Company’s List of Shareholders on May 29, 2024
(Record Date) up to 16:00 Western Indonesian Time.
3. The final cash dividend will be distributed in rupiah currency by referring to Bank Indonesia’s middle rate on the Record Date as the
conversion rate. The Company will report and announce the conversion rate on FSA’s e-reporting facilities, IDX’s website and the
Company’s website on May 29, 2024.
4. The shareholders whose shares are recorded in the collective custody of KSEI will receive the final cash dividend through the
holders of the accounts at KSEI. The written confirmation on distributed final cash dividend will be submitted by KSEI to the
securities firms and/or custodian banks, and the shareholders will subsequently receive the information on the matter from the
respective securities firm and/or custodian bank of their account.
5. The provisions of income tax deduction on the distribution of the final cash dividend to foreign shareholders (foreign tax payers) are:
a. The income tax deduction for the shareholders domiciled in the countries with no tax treaty with the government of Indonesia
shall refer to Article 26 of Income Tax Law, in which the withholding tax rate is 20% (twenty percent) of gross amount.
b. The income tax deduction for the shareholders domiciled in the countries with a tax treaty with the government of Indonesia shall
refer to the treaty, which generally applies lower withholding tax rate. However, to take advantage of the tax treaty, the
shareholders must submit the authentic copy of Certificate of Domicile issued by the Tax Authority of their respective country,
15
Page 16
which shall be valid as at the Record Date. The authentic copy of the document must be submitted no later than May 29, 2024 at
16.00 Western Indonesian Time to:
- KSEI through the account holders appointed by the shareholders (for the shareholders whose shares are kept / recorded at
collective custody);
- the Company’s Bureau of Securities Administration (for the shareholders with share scripts).
6. If the authentic copy of the document is not submitted until the said deadline, the final cash dividend to be distributed will be
deducted with income tax Article 26 with the tax rate of 20% (twenty percent).
This announcement of the Minutes of Meeting is in the fulfillment of Article 51 of POJK 15.
Jakarta, May 16, 2024
PT ADARO ENERGY INDONESIA TBK
THE BOARD OF DIRECTORS
16
Names mentioned 22 people and organisations named in the text · linked when the evidence is strong
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.1
unresolved
person
Ir. Theodore Permadi Rachmat
p.1 ×2
unresolved
person
Ir. Mohammad Effendi
· Independent Commissioner
p.1
unresolved
—
Christian Ariano Rachmat
· Vice President Director
p.2 ×4
unresolved
—
M. Syah Indra Aman
· Director
p.2
unresolved
org
Financial Services Authority
p.2 ×2
unresolved
person
Daniel Kohar
p.5
unresolved
org
Rintis & Rekan
p.5
unresolved
org
Minister of Law and Human Rights
p.8 ×2
unresolved
org
Rintis dan Rekan
p.12
unresolved
org
Bank Indonesia
p.14 ×2
unresolved
org
Bank Indonesia’s
p.14 ×2
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
Rule parser
Needs review
confidence 0.000
950 ms
12 Sep 2026 23:03
no RUPS minutes content - likely misclassified