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20240422_ADMR_Pemanggilan RUPS_31628303_lamp6.pdf
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INVITATION
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT ADARO MINERALS INDONESIA TBK
The Board of Directors of PT Adaro Minerals Tbk (”the Company”), domiciled at Gedung Cyber 2 Tower Lantai
34, Jl. HR Rasuna Said Blok X-5, No. 13, Jakarta 12950, is hereby announcing and inviting the Company’s
shareholders to attend the Annual General Meeting of Shareholders (“the Meeting”), which will be held on
Tuesday, May 14, 2024 from 09.00 AM Western Indonesian Time, offline at Dian Ballroom, Raffles Hotel,
Ciputra World, Jl. Prof. DR. Satrio Kav. 3, Kuningan, Jakarta Selatan, 12940, or online. The Meeting’s agenda
and explanations are as follows:
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
Explanation:
The approval for the Company’s Annual Report and the ratification of the Company’s Consolidated Financial
Statements for the year ending on December 31, 2023, which have been audited by Daniel Kohar, from
Tanudiredja, Wibisana, Rintis & Rekan Public Accounting Firm (a member of PricewaterhouseCooper/PwC
global network in Indonesia) and signed on February 28, 2024 with unqualified opinion, for all material
respects.
The full release and discharge (acquit et de charge) to all members of the Company’s Board of Directors and
Board of Commissioners for the management and supervisory actions carried out in the fiscal year 2023.
Agenda 2
Appropriation of the Company’s net income for the fiscal year of 2023
Explanation:
The appropriation of the Company’s net income of the fiscal year of 2023 as defined in article 70 and article
71 of Law no. 40 of 2007 on Limited Liability Companies.
Agenda 3
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
PT Adaro Minerals Indonesia Tbk
Cyber 2 Tower Lantai 34 | Jl. H.R. Rasuna Said Blok X-5 No. 13 | Jakarta 12950
T +62-21-2553 3060 F +62-21-2553 3059 E corsec@adarominerals.id www.adarominerals.id
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PT Adaro Minerals Indonesia Tbk
Annual General Meeting of Shareholders Invitation
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 changes occur.
Agenda 4
Determination of honorarium or salary and other benefits 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 5
Report of the realization of the use of proceeds from the Company’s initial public offering
Explanation:
Report of the realization of the use of proceeds of the Company’s initial public offering as the fulfilment of
article 6 and article 7 of the Financial Services Authority Regulation (“POJK”) No. 30/POJK.04/2015 on the
Report on the Realization of the Use of Proceeds from Public Offering.
Agenda 6
Changes in the composition of the Company’s Board of Commissioners
Explanation:
Based on the provision of article 20 point (6) of the Company’s articles of association and article 23 of POJK
No. 33/POJK.04/2014 on the Board of Directors and Board of Commissioners of Issuers or Public Companies,
members of the Board of Commissioners are appointed and dismissed by the General Meeting of Shareholders.
Notes on the Meeting:
1. The Meeting will be held offline (by physical attendance) by limiting the attendance of the Shareholders in
accordance with point 7 hereunder, and online through KSEI’s Electronic General Meeting System
(“eASY.KSEI”) facility provided by PT Kustodian Sentral Efek Indonesia (“KSEI”).
2. 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.
3. 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.
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PT Adaro Minerals Indonesia Tbk
Annual General Meeting of Shareholders Invitation
4. The Shareholders who are entitled to attend the Meeting in person and cast a vote in the Meeting, or
online through the electronic platform and cast a vote through eASY.KSEI, or represented by way of a
power of attorney or by delegating power of attorney through electronic platform in accordance with the
applicable regulatory provisions, are the Shareholders whose names are registered on the Company’s List
of Shareholders on April 19, 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.adarominerals.id. 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,
Telephone: +62 21 2263 8327, 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.
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.
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.
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.
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PT Adaro Minerals Indonesia Tbk
Annual General Meeting of Shareholders Invitation
6. Further guidelines for registration and explanation on eASY.KSEI are presented on the Company’s website
www.adarominerals.id and KSEI’s website www.easy.ksei.co.id.
7. The Shareholders and/or the Shareholder proxies who have symptoms like flu shall wear a mask within
the Meeting venue.
8. The Company is entitled to forbid any Shareholders or Shareholder proxies from participating in the
Meeting in person, or 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 ending on December
31, 2023 and the Meeting Agenda can be downloaded on the Company’s website at www.adarominerals.id
as of the date of this Invitation. The Shareholders may ask questions relevant to the Meeting Agenda
through email to corsec@adarominerals.id. 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.adarominerals.id.
Jakarta, April 22, 2024
PT ADARO MINERALS INDONESIA TBK
The Board of Directors
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