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20240515_ADMR_Ringkasan Risalah//Risalah RUPS_31639620_lamp2.pdf
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ANNOUNCEMENT
SUMMARY MINUTES
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT ADARO MINERALS INDONESIA TBK
The Board of Directors of PT ADARO MINERALS INDONESIA TBK (hereinafter “the Company”), domiciled in South Jakarta, herewith
announces that it has implemented an Annual General Meeting of Shareholders (hereinafter “AGMS”) on Tuesday, May 14, 2024 at 09:58 – 11:00
Western Indonesian Time at Dian Ballroom, Raffles Hotel, Ciputra World, Jl. Prof. Dr. Satrio Kav. 3, Kuningan, Setiabudi, Jakarta Selatan 12940,
which resulted in the following AGMS Summary Minutes:
A. AGMS Mechanism
The AGMS was implemented offline, and online using the Electronic General Meeting System KSEI (“eASY.KSEI”) facility provided by
PT Kustodian Sentral Efek Indonesia (“KSEI”).
B. The members of the Board of Commissioners and the Board of Directors attending the AGMS
The Board of Commissioners:
a. Garibaldi Thohir, acting as President Commissioner;
b. M. Syah Indra Aman, acting as Commissioner;
c. Chia Ah Hoo, acting as Commissioner;
d. Lie Luckman, acting as Commissioner;
e. Ir. Mohammad Effendi, acting as Independent Commissioner; and
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f. Budi Bowoleksono, acting as Independent Commissioner.
The Board of Directors:
a. Christian Ariano Rachmat, acting as President Director;
b. Iwan Dewono Budiyuwono, acting as Vice President Director;
c. Hendri Tamrin, acting as Director;
d. Totok Azhariyanto, acting as Director;
e. Heri Gunawan, acting as Director; and
f. Wito Krisnahadi, acting as Director.
C. Quorum of Shareholders
The provisions on the quorum for a valid AGMS implementation for all AGMS agenda shall refer 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 No. 15/2020”), whereby the AGMS can be implemented if ½ (one half) of the number of shares with voting
rights attend the AGMS or are represented by their legitimate proxies in the AGMS. Furthermore, pursuant to article 41 point 1 (c) of POJK
No. 15/2020, 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 AGMS was attended by the Shareholders or Shareholder Proxies totaling 38,190,557,105 (thirty-eight billion one hundred ninety million
five hundred fifty-seven thousand and one hundred and five) shares or 93.415% (ninety-three point four one five percent) out of
40,882,331,500 (forty billion eight hundred eighty-two million three hundred thirty-one thousand and five hundred) shares issued by the
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Company until the AGMS date. In accordance with POJK No. 15/POJK.04/2020, the provisions on AGMS quorum have been FULFILLED.
Therefore, the AGMS was valid and qualified to make valid and binding resolutions.
D. 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. Appointment of the public accounting firm to audit the Company’s Consolidated Financial Statements for the fiscal year of 2024;
4. Determination of the honorarium or salary and benefits for the members of the Company’s Board of Commissioners and Board of
Directors for the fiscal year of 2024;
5. Report of the realization of the use of the proceeds from the Company’s initial public offering; and
6. Change to the composition of the Company’s Board of Commissioners.
E. Question & Answer Session
The Company’s shareholders (hereinafter referred to as “the Shareholders”) were given the opportunity to raise questions by sending the
questions relevant to the AGMS agenda through email to corsec@adarominerals.id. The questions relevant to the AGMS agenda would be
read at the discussion on each AGMS agenda. Furthermore, prior to making the resolutions for each AGMS agenda, the AGMS Chairperson
granted the opportunity to the Shareholders or Shareholder Proxies to submit questions. No Shareholder or Shareholder proxy raised any
question at the discussion on each AGMS agenda, in-person at the offline AGMS or in the chat column in eASY.KSEI system.
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F. Mechanism of AGMS Resolutions
The Shareholders may cast votes in the AGMS in-person using the voting cards provided, or online through eASY.KSEI system.
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 by voting.
G. AGMS Resolutions
The Company has appointed Notary Humberg Lie, S.H., S.E., M.Kn, and Securities Administration Bureau PT Ficomindo Buana Registrar
as the independent parties to count and/or validate the votes in the AGMS.
First AGMS Agenda
Number of shareholders zero
conveying a question
Voting result Agree Abstain Disagree
AGMS approved with 38,190,557,105 (thirty-eight billion 224,557,400 (two hundred twenty None
majority votes one hundred ninety million five four million five hundred fifty seven
hundred fifty-seven thousand one thousand and four hundred) shares.
hundred and five) shares or 100% - Pursuant to article 47 of POJK
one hundred percent) out of the No. 15/2020, the Shareholders
total votes attending the AGMS. with valid voting rights who
attended the AGMS but did not
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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 for the year 2023, which had been signed by the Company’s Board of Directors and
Board of Commissioners.
2. Ratified the Company’s Consolidated Financial Statements for the fiscal year ending on December 31,
2023, which had been audited by Mr. Daniel Kohar, S.E., CPA from the Public Accounting Firm
Tanudiredja, Wibisana, Rintis & Rekan (an Indonesian member of PricewaterhouseCoopers global
network) as stated in the report of February 28, 2024, with an unqualified opinion for all material
respects based on the Financial Accounting Standards applicable in Indonesia.
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 members of the Company’s Board of
Directors and Board of Commissioners for the management and supervisory actions carried out in the
fiscal year of 2023.
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Second AGMS Agenda
Number of shareholders zero
conveying a question
Voting result Agree Abstain Disagree
AGMS approved with 38,190,557,105 (thirty-eight billion 224,565,800 (two hundred twenty- none
majority votes one hundred ninety million five four million five hundred sixty-five
hundred fifty-seven thousand one thousand and eight hundred) shares.
hundred and five) shares or 100% - Pursuant to article 47 of POJK
one hundred percent) out of the No. 15/2020, the Shareholders
total votes attending the AGMS. 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 Company
second AGMS agenda for the fiscal year of 2023 in the amount of $441,021,896 (four hundred forty-one million twenty-one
thousand eight hundred and ninety-six United States dollars), as follows:
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1. A total of $4,410,219 (four million four hundred and ten thousand two hundred nineteen United States
dollars) booked as the mandatory reserves fund to fulfill the provision of article 70 of Law No. 40/2007
on Limited Liability Companies; and
2. A total of $436,611,677 (four hundred thirty-six million six hundred eleven thousand six hundred
seventy-seven United States dollars) appropriated to the Company’s retained earnings.
Third AGMS Agenda
The number of zero
shareholders conveying
a question
Voting result Agree Abstain Disagree
AGMS approved with 38,190,553,805 (thirty-eight billion 224,577,600 (two hundred twenty- 3,300 (three thousand three
majority votes one hundred ninety million five four million five hundred seventy- hundred) shares or 0.000% (zero
hundred fifty-three thousand eight seven thousand and six hundred) point zero zero zero percent) out of
hundred and five) shares or shares. the total votes attending the AGMS.
99.999% (ninety-nine point nine - Pursuant to article 47 of POJK
nine nine percent) out of the total No. 15/2020, the Shareholders
votes attending the AGMS. with valid voting rights who
attended the AGMS but did not
vote, or abstained, are deemed to
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have voted for the same options as
the majority votes of the
Shareholders who voted.
Resolutions on the third Approved to appoint the Public Accounting Firm Tanudiredja, Wibisana, Rintis dan Rekan (or its
AGMS agenda successor/replacement in the future which is a member of PricewaterhouseCoopers global network in
Indonesia, as the public accounting firm to audit the Company’s financial statements for the current fiscal
year which will end on December 31, 2024, based on the proposal of the Company’s Board of
Commissioners, which has taken into consideration the recommendation of the Company’s Audit
Committee of March 20, 2024, or the successor in the event of replacement, which is appointed and/or
approved by the Company’s Board of Commissioners.
Fourth AGMS Agenda
The number of zero
shareholders conveying
a question
Voting result Agree Abstain Disagree
AGMS approved with 38,138,397,805 (thirty-eight billion 224,568,600 (two hundred twenty- 52,159,300 (fifty-two million one
majority votes one hundred thirty-eight million four million five hundred sixty-eight hundred fifty-nine thousand three
three hundred ninety-seven thousand and six hundred) shares. hundred) shares or 0.136% (zero
thousand eight hundred and five) - Pursuant to article 47 of POJK point one three six percent) out of
shares or 99.863% (ninety-nine No. 15/2020, the Shareholders the total votes attending the AGMS.
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point eight six three percent) out of with valid voting rights who
the total votes attending the attended the AGMS but did not
AGMS. 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 to grant the authority to the Nomination and Remuneration Committee, whose functions in this
fourth AGMS agenda regard are carried out by the Company’s Board of Commissioners, to determine the honorarium or salary
and other benefits for the Company’s Board of Directors and Board of Commissioners for the fiscal year
of 2024 by taking into account the Company’s financial condition.
Fifth AGMS Agenda
The number of zero
shareholders conveying
a question
The fifth agenda was reporting to the Shareholders on the realization of the use of the proceeds from the Company’s initial public
offering; therefore, no resolution was made in the AGMS for this agenda.
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Sixth AGMS Agenda
The number of zero
shareholders conveying
a question
Voting result Agree Abstain Disagree
AGMS approved with 38,138,204,444 (thirty-eight billion 224,566,400 (two hundred twenty- 52,352,661 (fifty-two million three
majority votes one hundred thirty-eight million four million five hundred sixty-six hundred fifty-two thousand six
two hundred and four thousand thousand and four hundred) shares. hundred sixty-one) shares or
four hundred forty-four) shares or - Pursuant to article 47 of POJK 0.137% (zero point one three seven
99.862% (ninety-nine point eight No. 15/2020, the Shareholders percent) out of the total votes
six two percent) out of the total with valid voting rights who attending the AGMS.
votes attending the AGMS. 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 sixth 1. Approved the appointment of Mr. Julius Aslan to be the Company’s Commissioner for a term of
AGMS agenda office from the closure of the Meeting to August 31, 2026, and granted the full release and discharge
(acquit et decharge) to Mr. Chia Ah Hoo from his position as the Company’s Commissioner, as of the
closure of the Meeting.
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2. Approved the change in the composition of the Company’s Board of Commissioners from consisting
of:
President Commissioner: Garibaldi Thohir
Commissioner: M. Syah Indra Aman
Commissioner: Lie Luckman
Commissioner: Chia Ah Hoo
Independent Commissioner: Mohammad Effendi
Independent Commissioner: Budi Bowoleksono
to consisting of:
President Commissioner: Garibaldi Thohir
Commissioner: M. Syah Indra Aman
Commissioner: Lie Luckman
Commissioner: Julius Aslan
Independent Commissioner: Mohammad Effendi
Independent Commissioner: Budi Bowoleksono
as of the closure of the Meeting until August 31, 2026.
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3. Granted the authority to the Company’s Board of Directors, with substitution right, to restate the
decision on the change in the composition of the Company’s Board of Commissioners in a notarial
deed, to notify it to the Minister of Law and Human Rights of the Republic of Indonesia, register it in
the company registrar, and take all necessary actions in accordance with the applicable regulatory
provisions.
The AGMS was concluded at 11.00 Western Indonesian Time.
Jakarta, May 15, 2024
PT ADARO MINERALS INDONESIA TBK
THE BOARD OF DIRECTORS
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Names mentioned 23 people and organisations named in the text · linked when the evidence is strong
unresolved
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PT Kustodian Sentral Efek Indonesia
p.1
unresolved
—
M. Syah Indra Aman
· Commissioner
p.1
unresolved
person
Ir. Mohammad Effendi
· Independent Commissioner
p.1
unresolved
—
Christian Ariano Rachmat
· President Director
p.2 ×2
unresolved
—
Hendri Tamrin
· Director
p.2
unresolved
—
Totok Azhariyanto
· Director
p.2
unresolved
org
Financial Services Authority
p.2
unresolved
person
Notary Humberg Lie
p.4
unresolved
org
PT Ficomindo Buana Registrar
p.4
unresolved
person
Daniel Kohar
p.5
unresolved
org
Rintis & Rekan
p.5
unresolved
org
Rintis dan Rekan
p.8
unresolved
org
Minister of Law and Human Rights
p.12
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