20240515_ADRO_Laporan Informasi dan Fakta Material_31638953_lamp2.pdf

also like to welcome Mr. Iwan Dewono Budiyuwono to the Company’s Board of Directors. Let us work
together to achieve the Company’s business transformation and support Indonesia’s economic
transformation.”

The Meeting discussed 7 (seven) agenda. On the first agenda, the shareholders approved the Company’s
Annual Report and ratified the Company’s Consolidated Financial Statements for the fiscal year 2023
(FY2023). The shareholders also granted the full release and discharge (acquit et decharge) to all
members of the Board of Directors (BoD) and the Board of Commissioners (BoC) for the management
and supervisory actions on the Company within the fiscal year that ended on December 31st, 2023.

On the second agenda, the shareholders approved the use of the Company’s profit of FY2023 of
US$1,641,435,739, whereas US$800,000,000 or 48.74% will be used for cash dividend payment,
consisting of US$400,000,000 for interim dividend paid by the Company on January 12th, 2024 and
US$400,000,000 for the final cash dividend. Furthermore, the Company’s profit of the current year of
US$841,435,739 will be appropriated to retained earnings.

On the third agenda, the shareholders approved the amendment to article 4 point (2) of the Company’s
Articles of Association 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 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 shares and nominal value of Rp3,198,596,200,000 to 30,758,665,900
shares and nominal value of Rp3,075,866,590,000.

On the fourth agenda, the shareholders:

1. approved the appointment of Mr. Iwan Dewono Budiyuwono to be the Company’s Director for the
   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
   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 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




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     from the closure of this Meeting to the closure of the Company’s Annual General Meeting of
     Shareholders 2028.

On the fifth agenda, the shareholders approved the delegation of authority to the Nomination and
Remuneration Committee, whose 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.

On the sixth agenda, the shareholders approved to reappoint the Public Accounting Firm Tanudiredja,
Wibisana, Rintis dan Rekan (or its successor or replacement , which is a member of
PricewaterhouseCoopers global network in 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.

On the last agenda, the shareholders approved the plan to buyback the Company’s shares based on the
Regulation of the Financial Services Authority number 29 of 2023 on the Buyback of the Shares Issued by
Public Companies, for the maximum amount of Rp4,000,000,000,000 (four trillion Rupiah), which will be
executed within 12 months from May 16th, 2024.




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These materials have been prepared by PT Adaro Energy Indonesia Tbk (the “Company”, “AEI”, “ADRO”) and have
not been independently verified. No representation or warranty, expressed or implied, is made and no reliance should
be placed on the accuracy, fairness or completeness of the information presented or contained in these materials.
The Company or any of its affiliates, advisers or representatives accepts no liability whatsoever for any loss
howsoever arising from any information presented or contained in these materials. The information presented or
contained in these materials is subject to change without notice and its accuracy is not guaranteed.
These materials contain statements that constitute forward-looking statements. These statements include
descriptions regarding the intent, belief or current expectations of the Company or its officers with respect to the
consolidated results of operations and financial condition of the Company. These statements can be recognized by
the use of words such as “expects,” “plan,” “will,” “estimates,” “projects,” “intends,” or words of similar meaning. Such
forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual
results may differ from those in the forward-looking statements as a result of various factors and assumptions. The
Company has no obligation and does not undertake to revise forward-looking statements to reflect future events or
circumstances.
These materials are for information purposes only and do not constitute or form part of an offer, solicitation or
invitation of any offer to buy or subscribe for any securities of the Company, in any jurisdiction, nor should it or any
part of it form the basis of, or be relied upon in any connection with, any contract, commitment or investment decision
whatsoever. Any decision to purchase or subscribe for any securities of the Company should be made after seeking
appropriate professional advice.




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