20240423_ADRO_Pemanggilan RUPS_31628544_lamp1.pdf

Agenda 4
A change to the composition of the Company’s Board of Directors

Explanation:
Based on the provisions of article 17 point (1) of the Company’s Articles of Association, members of the Board
of Directors are appointed and dismissed by the General Meeting of Shareholders.

Agenda 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

Explanation:
The approval for granting the authority to the Company’s Board of Commissioners, who carry out the
Company’s remuneration function, to determine the honorarium or salary, and other benefits for the members
of the Company’s Board of Commissioners and Board of Directors for the fiscal year of 2024.

Agenda 6
Appointment of the public accounting firm to audit the Company’s consolidated financial statements for the
fiscal year of 2024

Explanation:
Based on the Audit Committee’s recommendation letter of March 20, 2024, the Company’s Board of
Commissioners suggested to the Meeting to reappoint the Public Accounting Firm Tanudiredja, Wibisana, Rintis
dan Rekan (or its future replacement, which is a member of PricewaterhouseCoopers/PwC global network in
Indonesia) to audit the Company’s Consolidated Financial Statements for the current fiscal year, which will end
on December 31, 2024, and the replacement, shall any change occur.

Agenda 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

Explanation:
Pursuant to the provision of article 2 point (1) and (3) of the Financial Services Authority number 29 of 2023 on
the Buyback of Shares Issued by Public Companies, the buyback of the Company’s shares must first obtain the
approval of the General Meeting of Shareholders.

On April 8, 2024, the Company released an Information Disclosure to the public through IDX’s website and the
Company’s website on the plan to conduct buyback of the Company’s shares.

Notes on the Meeting:

    1. The Meeting will be held offline (by physical attendance) and online through KSEI’s Electronic General
       Meeting System (“eASY.KSEI”) facility provided by PT Kustodian Sentral Efek Indonesia (“KSEI”).

        The shareholders may delegate their attendance, including the voting, and submission of questions
        in the Meeting by granting power of attorney as explained in point 5 below.

    2. The Meeting will be implemented by referring to FSA regulation (POJK) No. 15/POJK.04/2020 on the
       Plan and Implementation of the General Meeting of Shareholders of Publicly Listed Companies and
       POJK No. 16/POJK.04/2020 on the Implementation of the General Meeting of Shareholders of
       Publicly Listed Companies by Electronic Platform.

3. The Company will not send a separate invitation to the Shareholders and this invitation constitutes
   the official invitation to the Meeting for all shareholders of the Company.

4. The Shareholders who are entitled to attend the Meeting in person, online, or represented by way of
   a power of attorney are the Shareholders whose names are registered on the Company’s List of
   Shareholders on April 22, 2024 until 16:00 Western Indonesian Time (“the Shareholders”).

5. a. The Company has prepared 2 (two) types of power of attorney for the Shareholders, which
      include power of attorney for attendance and voting, including raising (a) question(s) in each
      Meeting agenda to the Company’s Securities Administration Bureau, PT Ficomindo Buana
      Registrar, as follows:

        i.    Conventional Power of Attorney (PoA)
              The Shareholders can download the draft of the PoA on the Company’s website
              www.adaro.com. The original copy of the PoA completed and signed on a stamp of Rp10,000
              shall be sent to the Company’s Securities Administration Bureau: PT Ficomindo Buana
              Registrar at Jl. Kyai Caringin No.2-A, RT.11/RW.4, Cideng, Kecamatan Gambir, Jakarta Pusat,
              DKI Jakarta 10150 (“the Company’s Securities Administration Bureau”), by attaching a copy
              of ID card (KTP/passport). The Shareholders may also deliver the power of attorney at the
              Meeting venue by delivering and submitting a copy of valid identification card to the
              registration officer.

              The Shareholders of a legal entity shall attach a copy of the latest articles of association, a
              copy of the latest deeds of the Board of Commissioners and the Board of Directors’
              appointments, and a copy of the ID card (KTP/passport) of the representative the
              institutional Shareholders. If the PoA of the Shareholders is signed outside Indonesia, the
              PoA must be legalized by the nearest Indonesian embassy or consulate where the PoA is
              signed.

              The PoA and supporting documents shall have been received by the Securities
              Administration Bureau no later than 1 (one) business day before the date of the Meeting
              at 12:00 noon Western Indonesian Time.

        ii.   E-Proxy
              The delegation of power of attorney (e-proxy) shall be made through the eASY.KSEI
              application accessible on https://easy.ksei.co.id/. E-Proxy can be executed since the date of
              this Meeting invitation until 1 (one) business day prior to the date of the Meeting at 12:00
              noon Western Indonesian Time.

    b. Only the PoAs validated as those granted by the Company’s Shareholders are allowed to attend
       the Meeting by presenting the PoA, which will be counted in the quorum for voting.

6. Further guidelines for registration and explanation on eASY.KSEI are presented on the Company’s
   website www.adaro.com and KSEI’s website www.easy.ksei.co.id.

7. The Shareholders and/or the Shareholder proxies who intend to attend the Meeting in person with
   flu/cough/cold/fever/sore throat/shortness of breath shall wear a medical mask in the Meeting
   venue.

8. The Company is entitled to ask any Shareholders or Shareholder proxies to leave the Meeting venue,
   if such Shareholders or Shareholder proxies do not fulfil the conditions stated in point 7 above and/or

    considered dangerous for the surrounding area or the other Shareholders and/or Shareholder
    proxies.
 9. The Company’s Annual Report and Consolidated Financial Statements for the year ended on
    December 31, 2023 and the Meeting Agenda can be downloaded on the Company’s website at
    www.adaro.com as of the date of this Invitation. The Shareholders may ask questions relevant to the
    Meeting Agenda through email to corsec@adaro.com. As long as they are relevant, these questions
    will be read during the discussion of the Meeting Agenda.
10. The Shareholders and/or Shareholder proxies who wish to attend the Meeting in person must have
    been present at the Meeting venue at the latest within 30 (thirty) minutes before the commencement
    of the Meeting.
11. Other matters not yet set forth in this Meeting Invitation will be later determined and arranged in
    the Meeting’s Rules of Conduct available on eASY.KSEI website and the Company’s website at
    www.adaro.com.




                                  Jakarta, April 23, 2024
                            PT ADARO ENERGY INDONESIA TBK


                                  The Board of Directors