20260511_ADHI_Ringkasan Risalah//Risalah RUPS_32090361_lamp1.pdf

     1. BP BUMN, as the holder/owner of 1 Series A share and 54,087,737 Series B shares,
        represented by BIN NAHADI in his capacity as Director of Value Enhancement for
        State-Owned Enterprises in Energy Resilience and Infrastructure of BP BUMN,
        pursuant to the power of attorney dated May 6th 2026 Number SKU-10/BPU/05/2026,
        acting as attorney-in-fact of DONY OSKARIA in his capacity as Head
        of BP BUMN;
     2. PT DANANTARA ASSET MANAGEMENT (“DAM”), as the holder/owner of
        5,354,686,054 Series B shares, represented by BANGUN IMANULLAH pursuant to
        the power of attorney dated May 7th 2026 Number SKK.012/DI-DAM/DO/2026,
        acting as attorney-in-fact of RIKO BANARDI in his capacity as Director (Managing
        Director Risk Management) of DAM;
     3. The public, as the holder/owner of 462,080,070 Series B shares.

C. The procedures for the Meeting were conducted in accordance with the provisions of the
   Company’s Articles of Association and the prevailing laws and regulations, including
   those relating to the Capital Market.
   For the purpose of convening the Meeting, the Board of Directors of the Company has
   undertaken the following actions:
   1. Notified the Financial Services Authority (hereinafter reffered to “OJK”) via Letter
       number 135/SP-III/2026 dated March 16th 2026 Submission of the Notification of
       the Plan for Implementation and Proposed Agenda of the Annual General Meeting of
       Shareholders (AGMS) for the 2025 Fiscal Year of PT ADHI KARYA (Persero) Tbk.
   2. Announced the Meeting in both Bahasa Indonesia and English via the PT BURSA
       EFEK      INDONESIA         (hereinafter reffered    to     “IDX”)/OJK    website,
       PT KUSTODIAN SENTRAL EFEK INDONESIA (herein after reffered to “KSEI”)
       website, and the Company’s website on March 31st 2026.
   3. Conducted the Convocation of the General Meeting of Shareholders to the
       Shareholders in Indonesian and English through the IDX/OJK Website, the KSEI
       Website, and the Company’s Website on April 15th 2026.

D. The Meeting was held with the following agenda items:
   1. Approval of the Annual Report and Ratification of the Consolidated Financial
      Statements, Supervisory Report of the Board of Commissioners, and Ratification of the
      Financial Report on the Micro and Small Business Funding Program (PUMK) for the
      2025 Fiscal Year, and the granting of full release and discharge (volledig acquit et de
      charge) to the members Board of Directors and Board of Commissioners;
   2. Determination of salaries/honorarium, facilities, allowances for Fiscal Year 2026,
      and remuneration for Fiscal Year 2025 for the members Board of Directors and
      Board of Commissioners;
   3. Appointment of a Public Accounting Firm to audit the 2026 Financial Statements
      and the PUMK Program;
   4. Report on the realization of the use of public offering proceeds;
   5. Delegation of authority for approval of the Long-Term Plan (RJPP) 2026–2030 and
      Work Plan and Budget (RKAP) 2027 Along with the amendments resulting from the
      General Meeting of Shareholders (GMS) to the party appointed by the GMS;
   6. Amendment of the Company’s Articles of Association;
   7. Changes to the Composition of the Company’s Management.

E. Quorum of attendance and decisions at the Meeting are as follows:
    1. Pursuant to Article 41 paragraph (1) letters a and c of OJK Regulation No.
       15/POJK.04/2020 in conjunction with Article 26 paragraph (1) letter a of the
       Company’s Articles of Association, for the First, Third and Fifth Agenda Items of
       the Meeting, the Meeting may be convened if attended or represented by more than
       1/2 (one-half) of the total number of shares with valid voting rights, and resolutions
       for each of such Agenda Items shall be valid and binding if approved by more than
       1/2 (one-half) of the total number of shares with voting rights present at the Meeting.

     2.   Pursuant to Article 41 paragraph (1) letters a and c of OJK Regulation No.
          15/POJK.04/2020 in conjunction with Article 5 paragraph (4) letters c.1.5 and
          Article 26 paragraph (4) of the Company’s Articles of Association, for the Second
          And Seventh Agenda Items of the Meeting, the Meeting may be convened if
          attended by the holders of Series A Dwiwarna Shares and the other shareholders
          and/or their lawful proxies collectively representing more than 1/2 (one-half) of the
          total number of shares with valid voting rights, and resolutions relating to such
          Agenda Items must be approved by the holders of Series A Dwiwarna Shares and the
          other shareholders and/or their lawful proxies collectively representing more than
          1/2 (one-half) of the total number of shares with voting rights present at the Meeting.
     3.   Pursuant to Article 42 letters a and b of OJK Regulation No. 15/POJK.04/2020 in
          conjunction with Article 5 paragraph (4) letters c.1.1 and Article 26 paragraph (5) of
          the Company’s Articles of Association, for the Sixth Agenda Item of the Meeting,
          the Meeting may be convened if attended or represented by more than 2/3 (two-
          thirds) of the total number of shares with valid voting rights, and resolutions for such
          Agenda Item shall be valid and binding if approved by the holders of Series A
          Dwiwarna Shares and the other shareholders and/or their lawful proxies collectively
          representing more than 2/3 (two-thirds) of the total number of shares with voting
          rights present at the Meeting.
     4.   The Fourth Agenda Item of the Meeting is for reporting purposes only; therefore, no
          resolution shall be adopted in respect thereof at the Meeting.

F. In each Agenda Item of the Meeting, the shareholders and/or their proxies were given the
   opportunity to raise questions, express opinions, and/or submit proposals.
       - With respect to the First Agenda Item of the Meeting, there were responses and
          directives from the Government of the Republic of Indonesia cq. the
          State-Owned Enterprises Regulatory Agency (“BP BUMN”), as the
          holder/owner of 1 Series A Dwiwarna share and 54,087,737 Series B shares.
          Meanwhile, in the discussion of the other Agenda Items of the Meeting, there
          were no shareholders who raised any questions, opinions, and/or proposals.

G.   At the Meeting, the shareholders and/or their proxies attending either physically or
     electronically through the Electronic General Meeting System of the Indonesian Central
     Securities Depository (“eASY.KSEI”) represented a total of 5,870,853,862 shares,
     which representing 69.8278652% of the total shares with valid voting rights issued by
     the Company as of the date of the Meeting, amounting to 8,407,608,979 shares,
     consisting of 1 (one) Series A Dwiwarna share and 8,407,608,978 Series B shares, based
     on the Register of Shareholders as of April 14th, 2026, at 16:00 Western Indonesia Time
     (WIB).
     Pursuant to Article 41 paragraph (1) letters a and c of Financial Services Authority
     Regulation (POJK) No. 15/2020 in conjunction with Article 26 paragraph (1) letter a,
     paragraph 4 letter a and Article 5 paragraph 4 letter c.1 of the Company’s Articles of
     Association, the quorum for the Meeting has been fulfilled, and therefore the Meeting is
     valid and authorized to adopt lawful and binding resolutions on the matters discussed in
     accordance with the Meeting agenda.

H. The mechanism for adopting resolutions at the Meeting was conducted by deliberation
   to reach a consensus. However in the event that the deliberation to reach a consensus
   cannot be reached then the resolution was adopted by voting.

I.   The Meeting was chaired by DODY USODO HARGO SUSENO as President
     Commissioner based on the Resolution of Meeting of the Board of Commissioners of the
     Company Number 038/DK-AK/2026 dated 4th May 2026 regarding Subject Appointment
     of the Chairperson of the Annual General Meeting of Shareholders (AGMS) for the 2025
     Fiscal Year of PT ADHI KARYA (Persero) Tbk.

J. The Meeting has adopted resolutions as set forth in the "Minutes of the Annual General
   Meeting of Shareholders of “PERUSAHAAN PERSEROAN (PERSERO) PT ADHI
   KARYA Tbk”, abbreviated as “PT ADHI KARYA (PERSERO) Tbk” dated
   May 7th 2026 number 05, which minutes is drawn up before me, Notary (hereinafter
   referred to as the "Minutes of Meeting"), which substantially as follows:

   In the First Agenda of the Meeting:
   Based on the voting results conducted at the Meeting and through eASY.KSEI, the
   results were as follows:
   Non-Affirmative Votes         :      2,450,000 shares  = 0.0417316%
   Abstain*                      :     31,455,386 shares  = 0.5357889%
   Affirmative Votes             : 5,836,948,476 shares   = 99.4224795%
   Total Votes in Favor          : 5,868,403,862 shares   = 99.9582684%

   *Pursuant to Article 47 of POJK No. 15/2020, Abstaining is considered to be voting the same as the
   majority vote of the shareholders who cast the vote.

   “Accordingly, by a majority vote of 5,868,403,862 shares, representing
   99.9582684% out of the total shares with valid voting rights present at the Meeting,
   resolved as follows:
    1) To approve the Company’s Annual Report, including the Board of
        Commissioners’ Supervisory Report and the Report on the Implementation of
        the Corporate Social and Environmental Responsibility Program for the 2025
        fiscal year ending on December 31st, 2025.
    2) To ratify:
        a. The Company’s Consolidated Financial Statements for the financial year
           2025, which have been audited by the Public Accounting Firm (KAP)
           AMIR ABADI JUSUF, ARYANTO, MAWAR & Rekan (RSM) pursuant to
           Report      Number       :   00405/2.1030/AU.1/03/0181-2/1/IV/2026       dated
           April 2nd, 2026, with an opinion of “fair in all material respects”, including
           the ratification of the restatement of the consolidated financial statements
           for the years ended December 31st, 2023 and December 31st, 2024, whereby
           the adjustments and reclassifications recorded in the Company’s restated
           consolidated financial statements for such years have been audited by the
           Public Accounting Firm (KAP) AMIR ABADI JUSUF, ARYANTO,
           MAWAR & Rekan (RSM) pursuant to Report Number:
           00405/2.1030/AU.1/03/0181-2/1/IV/2026 dated April 2nd, 2026; and
        b. The Financial Statements of the Micro and Small Business Funding
           Program under the Corporate Social and Environmental Responsibility
           Program of PT Adhi Karya (Persero) Tbk for the financial year 2025,
           which have been audited by KAP AMIR ABADI JUSUF, ARYANTO,
           MAWAR & Rekan (RSM) pursuant to Report Number:
           00515/2.1030/AU.8/12/0181-2/0/IV/2026 dated April 2nd, 2026, with an
           opinion of fair, in all material respects.
    3. With the approval of the Company’s Annual Report, including the
        Supervisory Duties Report of the Board of Commissioners, and the
        ratification of the Consolidated Financial Statements and the Financial
        Statements of the Micro and Small Business Funding Program (PUMK), all
        for the financial year ended December 31st, 2025, the GMS hereby grants full
        release and discharge (volledig acquit et de charge) to all members of the
        Board of Directors for the management of the Company and to all members of
        the Board of Commissioners for the supervisory actions carried out during the
        financial year 2025 ended on December 31st, 2025, insofar as such actions do
        not constitute criminal acts and are reflected in the aforementioned Company
        Reports.”

In the Second Agenda of the Meeting:
Based on the voting results conducted at the Meeting and through eASY.KSEI, the
results were as follows:
Non-Affirmative Votes         :      2,613,000 shares    = 0.0445080%
Abstain*                      :     28,024,786 shares    = 0.4773545%
Affirmative Votes             : 5,840,216,076 shares     = 99.4781375%
Total Votes in Favor          : 5,868,240,862 shares     = 99.9554920%
“Accordingly, by a majority vote of 5,868,240,862 shares, representing
99.9554920% out of the total shares with valid voting rights present at the
Meeting, resolved as follows:
 To approve the granting of authority to:
  1. The holder of the largest Series B Shares or its proxy to determine, for the
     members of the Board of Commissioners; and
  2. The Board of Commissioners, subject to prior written approval from the
     holder of the largest Series B Shares or its proxy, to determine, for the
     members of the Board of Directors,
 the salaries/honoraria, along with Facilities and Allowances for Fiscal Year 2026,
 and remuneration based on performance for Fiscal Year 2025, in accordance with
 the applicable regulations.”

In the Third Agenda of the Meeting:
Based on the voting results conducted at the Meeting and through eASY.KSEI, the
results were as follows:
Non-Affirmative Votes          :    38,514,177 shares    = 0. 6560234%
Abstain*                       :    28,170,786 shares    = 0.4798414%
Affirmative Votes              : 5,804,168,899 shares    = 98.8641352%
Total Votes in Favor           : 5,832,339,685 shares    = 99.3439766%
“Accordingly, by a majority vote of 5,832,339,685 shares, representing
99.3439766% out of the total shares with valid voting rights present at the
Meeting, resolved as follows:
  1. To approve the appointment of Public Accounting Firm RINTIS, JUMADI,
      RIANTO & Rekan (PwC) to audit the Company’s Consolidated Financial
      Statements and PUMK Financial Statements for Fiscal Year 2026.
  2. To approve granting authority to the Board of Commissioners with prior
      written approval from the majority Series B shareholders to:
          a. appointment of a Public Accountant and/or Public Accounting Firm to
              audit the Company’s Consolidated Financial Statements for other
              periods in Fiscal Year 2026 for the purposes and interests of the
              Company; and
          b. The determination of audit service fees and other requirements for
              such Public Accountant and/or Public Accounting Firm, as well as
              appointing a Substitute Public Accountant and/or Substitute Public
              Accounting Firm in the event that the Public Accountant and/or
              Public Accounting Firm (KAP) RINTIS, JUMADI, RIANTO & Rekan
              (PWC), for any reason, is unable to complete the provision of audit
              services for the Company’s Consolidated Financial Statements and/or
              other periods in Financial Year 2026, as well as the Financial
              Statements of the Micro and Small Business Funding Program
              (PUMK) for Financial Year 2026, including determining audit service
              fees and other requirements for such Substitute Public Accountant
              and/or Substitute Public Accounting Firm.”

In the Fourth Agenda of the Meeting:
The Board of Directors reported to the Meeting on the Report on the Realization of
the Use of Proceeds from the Public Offering.

In the Fifth Agenda of the Meeting:
Based on the voting results conducted at the Meeting and through eASY.KSEI, the
results were as follows:
Non-Affirmative Votes         :     11,374,676 shares       = 0,1937482%
Abstain*                      :     28,170,786 shares       = 0.4798414%
Affirmative Votes             : 5,831,308,400 shares        = 98.3264104%
Total Votes in Favor          : 5,859,479,186 shares        = 99.8062518%
 “Accordingly, by a majority vote of 5,859,479,186 shares, representing
 99.8062518% out of the total shares with valid voting rights present at the
 Meeting, resolved as follows:
To approve the granting of authority and power to the Board of Commissioners of
the Company with prior written approval from the majority holder of Series B
shares or its proxy, to approve the Company’s Long-Term Plan (RJPP) for
2026-2030 and the Company’s Work Plan and Budget (RKAP) for 2027 along with
its amendments. The approval of the Company’s RJPP for 2026-2030 and the
Company’s RKAP for 2027 along with its amendments shall be carried out in
accordance with good corporate governance and applicable provisions by taking
into account the principles of fairness and disclosure of information, and has been
coordinated with the Series A Dwiwarna Shareholder or its proxy for
synchronization with Government policy.”

In the Sixth Agenda of the Meeting:
Based on the voting results conducted at the Meeting and through eASY.KSEI, the
results were as follows:
Non-Affirmative Votes           :    38,514,177 shares      = 0.6560234%
Abstain*                        :     28,024,786 shares     = 0.4773545%
Affirmative Votes               : 5,804,314,899 shares      = 98.8666221%
Total Votes in Favor            : 5,832,339,685 shares      = 99.3439766%
“Accordingly, by a majority vote of 5,832,339,685 shares, representing
99.3439766% out of the total shares with valid voting rights present at the
Meeting, resolved as follows:
 1. To approve amendments to the Company’s Articles of Association in
     connection with the reclassification of the Company’s shares, namely the
     change of Series B Shares amounting to 54,087,737 (fifty-four million eighty
     seven thousand seven hundred thirty seven) shares owned by the Republic of
     Indonesia through BP BUMN into Series A Dwiwarna Shares, in the
     framework of compliance with Law Number 16 of 2025 concerning the Fourth
     Amendment to Law Number 19 of 2003 concerning State-Owned Enterprises.
 2. To approve amendments to Article 3 of the Company’s Articles of Association
     concerning Purpose and Objectives as well as Business Activities in order to
     adjust to the Indonesian Standard Industrial Classification (KBLI) based on
     Regulation of the Central Statistics Agency Number 7 of 2025 concerning the
     Indonesian Standard Industrial Classification.
 3. To approve to amend the articles of the Company’s Articles of Association
     related to the decisions in point 1 and point 2 above.
 4. To grant authority and power to the Board of Directors of the Company with
     the right of substitution to carry out all necessary actions related to the
     resolutions of this Meeting agenda, including drafting and restating the entire
     Company’s Articles of Association in a Notarial Deed and granting power with
     the right of substitution to submit to the authorized authorities to obtain
     acknowledgment of receipt of notification and approval of amendments to the
     Company’s Articles of Association, to do everything deemed necessary and
     useful for such purposes without any exception, including to make additions
     and/or changes to such amendments to the Articles of Association if required
     by the authorized authorities.”

In the Seventh Agenda of the Meeting:
 Based on the voting results conducted at the Meeting and through eASY.KSEI, the
 results were as follows:
 Non-Affirmative Votes           :    38,367,301 shares     = 0.6535217%
 Abstain*                        :    28,024,786 shares     = 0.4773545%
 Affirmative Votes               : 5,804,461,775 shares     = 98.8691238%
 Total Votes in Favor            : 5,832,486,561 shares     = 99.3464784%
 “Accordingly, by a majority vote of 5,832,486,561 shares, representing
 99.3464784% out of the total shares with valid voting rights present at the
 Meeting, resolved as follows:
  1. To respectfully dismiss the following persons from their positions as members
      of the Management of the Company:
       a. Director of Operations I      : ALLOYSIUS SUKO WIDIGDO
       b. Director of Operations III : VERA KIRANA
       c. Commissioner                  : BOB ARTHUR LOMBOGIA
       each of whom having been appointed respectively pursuant to the resolutions
       of the Annual GMS for Financial Year 2024 dated April 30th 2025, the
       resolutions of the Annual GMS for Financial Year 2020 dated May 25th 2021
       in conjunction with the resolutions of the Annual GMS for Financial Year
       2023 dated April 1st 2024, and the resolutions of the Annual GMS for
       Financial Year 2023 dated April 1st 2024, effective as of the closing of this
       GMS, with appreciation and gratitude for their contributions and services
       rendered during their tenure as members of the Management of the Company.
  2. To amend the nomenclature of the positions of the members of the Board of
      Directors of the Company as follows:
      a. the position of Director of Operations III shall cease to exist;
       b. the position previously referred to as Director of Risk Management and
           System shall be redesignated as Director of Business Portfolio and Risk.
  3. To reassign the duties of the following members of the Board of Directors of
      the Company:
      a. HARIMAWAN, previously serving as Director of Operations II, shall be
           redesignated as Director of Operations I;
      b. YAN ARIANTO, previously serving as Director of Risk Management and
           Systemization, shall be redesignated as Director of Operations II.
      with their respective terms of office continuing for the remainder of their
      respective terms of office based on the relevant GMS resolutions appointing them
      as Director of Operations II and Director of Risk Management and Systems.
  4. To appoint the following persons as members of the Management of the
      Company:
       a. Director of Business Portfolio and Risk : VERA KIRANA;
       b. Commissioner                               : ALEXANDER RUBI SATYOADI;
  5. The term of office of the members of the Board of Directors and Board of
      Commissioners appointed as referred to in point 4 shall be until the closing of
      the 5th (fifth) Annual GMS following the adoption of this resolution, subject to
      the prevailing laws and regulations in the Capital Market sector and without
      prejudice to the right of the GMS to dismiss them at any time.
  6. As a result of the dismissal, amendment of nomenclature, reassignment of
      duties, and appointment of the members of the Management of the Company
      as referred to in points 1, 2, 3, and 4 above, the composition of the
      Management of the Company shall be as follows:
     a. Board of Directors
          1) President Director                : MOEHARMEIN Z.C
          2) Director of Human Capital         : KI SYAHGOLANG PERMATA
              and Legal
          3) Finance Director                  : BANI IQBAL