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20240503_GOOD_Ringkasan Risalah//Risalah RUPS_31634371_lamp4.pdf

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Page 1
                 LEADING IN INNOVATION


                                 ANNOUNCEMENT OF THE SUMMARY OF MINUTES OF
                            THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
                                      PT GARUDAFOOD PUTRA PUTRI JAYA Tbk
       In order to fulfill the provisions of Article 49 paragraph (1) and Article 51 paragraph (1) of the
       Financial Services Authority Regulation Number 15/POJK.04/2020 concerning the Plan and
       Implementation of General Meeting of Shareholders of Public Companies ("OJK Regulation
       15/2020"), PT Garudafood Putra Putri Jaya Tbk, a limited company established under the
       regulations of the Republic of Indonesia, domiciled in South Jakarta and based in Wisma
       Garudafood, Jl. Bintaro Raya No.10A, Jakarta 12240 ("Company"), hereby notify the shareholders
       of the Company regarding the Summary of Minutes of the Extraordinary General Meeting of
       Shareholders (“EGMS”) (in this summary of minutes of the EGMS hereinafter referred to as the
       “Meeting”)in accordance with the minutes of meeting as set out in Deed of Minutes of Meeting
       dated 30 April 2024 Number 41, made before Liestiani Wang, S.H, M.Kn, Notary in South Jakarta,
       as follows:


       A. Day / Date, Time, Venue and Agenda of Meeting:

           Day/Date                : Tuesday, 30 April 2024
           Time                    : 10.17 to 10.49 Western Indonesian Time
           Venue                   : Ballroom Arosa 1, Hotel Arosa Jakarta, Jalan RC Veteran
                                     Nomor 3, RT 09/RW 09, Pesanggrahan Jakarta Selatan 12330.

       B. Agenda of Meeting:
          1. Discussion on the feasibility study report made by the Independent Appraisal Services Office
             and approval of the plan to addition of the Company's business activities in order to fulfill
             the provisions of Financial Services Authority Regulation No. 17/POJK.04/2020 regarding
             Material Transactions and Changes in Business Activities;
          2. Approval of the amendments to the provisions of Article 3 of the Company's Articles of
             Association related to the Purpose and Objectives and Business Activities of the Company;
          3. Discussion on the feasibility study report prepared by the Independent Appraisal Services
             Office and approval of the plan to addition of the business activities of the Company's
             subsidiary, PT Sinarniaga Sejahtera, in order to fulfill the provisions of the Financial Services
             Authority Regulation No. 17/POJK.04/2020 concerning Material Transactions and Changes
             in Business Activities; and
          4. Approval of the Company's shares repurchase plan in accordance with the Financial Services
             Authority Regulation No. 29 of 2023 concerning Buyback of Shares Issued by Public
             Companies.


PT Garudafood Putra Putri Jaya Tbk
Head Office: Wisma GarudaFood, Jl. Bintaro Raya No.10A, Jakarta 12240 Indonesia
P: +62 21 7290110 (Hunting) F: +62 21 7290112
www.garudafood.com
Page 2
                 LEADING IN INNOVATION


       C. Members of the Board of Commissioners and Board of Directors attended the Meeting:

            Board of Commissioners:
            Commissioner                                 : Hartono Atmadja
            Independent Commissioner                     : Fitra Dewata Teramihardja
            Independent Commissioner                     : Andi Chandra


            Board of Directors:
            President Director                           :    Hardianto Atmadja
            Director                                     :    Paulus Tedjosutikno
            Director                                     :    Robert Chandrakelana Adjie
            Director                                     :    Fransiskus Johny Soegiarto
            Director                                     :    Johannes Setiadharma
            Director                                     :    Swadheen Sharma

       D. Shareholders attended the Meeting:

           The meeting was attended by shareholders representing a total of 35.349.421.955 shares in the
           Company who has valid voting rights equal to 95,85% of the total shares with valid voting rights
           that have been issued by the Company.


       E. The Questions and Answers session and/or provisions of opinion with regard to the agenda of
          the Meeting

           At the end of the meeting agenda discussion, the Chairman of the Meeting gave the opportunity
           to the shareholders or its proxies presented in the Meeting to raise a question and/or gave an
           opinion regarding the Meeting Agenda.

           During the questions-and-answers session, there was no question or opinion conveyed by the
           shareholders or their proxies who were presented, either physically or online.


       F. The number of shareholders raising questions and/ or provide opinions regarding the agenda of
          the Meeting.




PT Garudafood Putra Putri Jaya Tbk
Head Office: Wisma GarudaFood, Jl. Bintaro Raya No.10A, Jakarta 12240 Indonesia
P: +62 21 7290110 (Hunting) F: +62 21 7290112
www.garudafood.com
Page 3
                 LEADING IN INNOVATION


                                                                                  Number of Shares Owned
        Agenda of the Meeting                 Number of Shareholders              or Represented by the
                                                                                  Owner/ Holder
        Agenda-1                          :                     -                            -
        Agenda-2                          :                     -                            -
        Agenda-3                          :                     -                            -
        Agenda-4                          :                     -                            -


       G. Voting mechanism of the Meeting

           In accordance with the provisions of Article 12 paragraph (12) of the Articles of Association of
           the Company which are also included in the Rules of Conduct of the Meeting which has been
           distributed to the shareholders and/or its representative present at the Meeting, all decisions in
           General Meeting of Shareholders are taken based on the mutual consensus. In the event that a
           decision is not reached, based on deliberation and consensus, the decision taken by voting
           mechanism with the terms as follows:
           • for the Agenda 1,3 and 4 shall be decided in the Meeting following the provision of Article 12
              paragraph (5) section (a) Articles of Association, represent of more than ½ (one half) of the
              number of votes issued legally in the meeting.
           • for the Agenda 3 shall be decided in the Meeting following the provision of Article 12
              paragraph (2) section (a) Articles of Association, represent of more than 2/3 (two thirds) of the
              number of votes issued legally in the meeting.


       H. Resolution

           Voting for the adoption of resolutions on all agenda items of the Meeting is conducted by the
           number of valid votes with the number of shares whose holders/owners are present or
           represented at the Meeting, with the percentage in the table below:

           Agenda of Meeting as follows:
             Agendas                 Agree                                  Not Agree          Abstain
             Agenda 1    35.349.421.855 shares                              100 shares            -
                         (99,9999997%)                                    (0,0000003%)
             Agenda 2    35.349.421.855 shares                              100 shares            -
                         (99,9999997%)                                    (0,0000003%)
             Agenda 3    35.349.421.855 shares                              100 shares            -
                         (99,9999997%)                                    (0,0000003%)


PT Garudafood Putra Putri Jaya Tbk
Head Office: Wisma GarudaFood, Jl. Bintaro Raya No.10A, Jakarta 12240 Indonesia
P: +62 21 7290110 (Hunting) F: +62 21 7290112
www.garudafood.com
Page 4
                  LEADING IN INNOVATION

                Agenda 4       35.348.147.355 shares                    1.274.600 shares    -
                               (99,9963943%)                             (0,0036057%)



       I. Meeting Decision

           a.    1st Agenda:
                 Approved the addition of the Company's main business activity, namely Baby Food Industry
                 (KBLI No. 10791).

           b.    2nd Agenda:
                 Approved the amendment to Article 3 of the Company's Articles of Association in connection
                 with the change in the Company's main business activities in the Legal Entity Administration
                 System at the Ministry of Law and Human Rights of the Republic of Indonesia.

           c.    3rd Agenda:
                 Approved the addition of the main business activities of the Company's subsidiary, PT
                 Sinarniaga Sejahtera, in the business of Wholesale Trading of Traditional Medicines (PBOT)
                 for Humans (KBLI No. 46442) and Wholesale Trading of Pharmaceutical Medicines (PBOF)
                 for Humans (KBLI No. 46441).

           d.    4th Agenda:
                 1. Approve the repurchase of the Company's shares that have been issued and listed on
                      the Indonesia Stock Exchange ("IDX") in a maximum amount of IDR20 000,000,000.00
                      (twenty billion Rupiah) including brokerage fees and other fees with an estimated
                      shares purchased of 0.13% (zero point one three percent) or 46,395,349 (forty-six
                      million three hundred ninety-five thousand three hundred forty-nine) shares of the
                      total shares issued by the Company ("Buyback of Shares of the Company") which
                      Buyback of Shares of the Company will be carried out in stages within a maximum
                      period of 12 (twelve) months after the date of the EGMS. The Share Buyback can be
                      done through IDX or outside IDX.
                 2. Approve the granting of authority and/or power to the Board of Directors of the
                      Company to take all necessary actions for the achievement of the resolution as referred
                      to in point 1 above, and with due observance of the prevailing laws and regulations.

                                                      Jakarta, 03 May 2024
                                               PT Garudafood Putra Putri Jaya Tbk
                                                     The Board of Directors




PT Garudafood Putra Putri Jaya Tbk
Head Office: Wisma GarudaFood, Jl. Bintaro Raya No.10A, Jakarta 12240 Indonesia
P: +62 21 7290110 (Hunting) F: +62 21 7290112
www.garudafood.com

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Names mentioned 15 people and organisations named in the text · linked when the evidence is strong

linked org GARUDAFOOD PUTRA PUTRI JAYA Tbk p.1 ×20
linked person Hartono Atmadja p.2
linked person Fitra Dewata Teramihardja p.2
linked person Andi Chandra p.2
linked person Hardianto Atmadja p.2
linked person Paulus Tedjosutikno p.2
linked person Robert Chandrakelana Adjie p.2
linked person Fransiskus Johny Soegiarto p.2
linked person Johannes Setiadharma p.2
linked person Swadheen Sharma p.2
unresolved org Financial Services Authority p.1 ×4
unresolved person Liestiani Wang · Notaris p.1
unresolved org PT Sinarniaga Sejahtera p.1 ×2
unresolved org Ministry of Law and Human Rights p.4
unresolved org Indonesia Stock Exchange p.4

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