20240403_BRMS_Pemanggilan RUPS_31623915_lamp4.pdf

           provided by PT Kustodian Sentral Efek Indonesia. The electronic proxy can be given no later
           than Wednesday, 24 April 2024 until 12.00 WIB.
     (c)   The Shareholders who give proxy through eASY.KSEI have the right to cast a vote for each
           agenda through eASY.KSEI up to 1 (one) day prior to the Meeting date.
     (d)   The Shareholders who give proxy through eASY.KSEI may send their questions and/or opinions
           through Opinion Statement function on e-Meeting Hall screen of eASY.KSEI system. Whereas
           the Shareholders who give proxy outside the eASY.KSEI system may email their questions
           and/or opinions to corporate.secretary@brm.co.id. The question will be read out during the
           Meeting in the discussion of the respective agenda.
     (e)   In order to limit the spread of the Covid-19 virus, the Shareholders or their proxies who will
           be present in person at the Meeting must follow and pass the health protocols applicable at
           the Meeting venue, as follows:
            (i)   Required to wear a mask while in the building area and/or Meeting venue.
            (ii)  Based on the detection and monitoring of body temperature not more than 37.5°C.
            (iii) Required to follow the direction of the Meeting Committee in implementing the
                  physical distancing policy by considering the capacity of the Meeting venue.
            (iv)  Required to follow and comply with security and health procedures/protocols
                  established in accordance with the protocol of the building where the Meeting is held,
                  as well as policies established by the Company.
            (v)   The Shareholders or their proxies who fail to comply with the provisions of letter (a)
                  and/or (b) above are recommended to grant power of attorney through the eASY.KSEI
                  mechanism without prejudice to their right to ask questions, opinions and/or vote at
                  the Meeting.
     (f)   The Company has the right to determine the Shareholders who will physically participate in
           the Meeting.

5.   Invitation
     The party who is not the Company’s Shareholder and present upon the invitation of the Board of
     Directors shall neither have the right to express his/her opinion nor to cast a vote at the Meeting.

6.   Language
     The Meeting will be conducted in Bahasa Indonesia.

7.   Chairman of the Meeting
     (a)  Pursuant to Article 10 paragraph 28 of the Articles of Association of the Company, The
          Meeting shall be chaired one of the members of the Board of Commissioners appointed by
          the Board of Commissioners, in this case is the President Commissioner of the Company. If all
          of the members of the Board of Commissioners are absent or unavailable to be present at the
          Meeting, the Meeting shall be chaired by one of the Directors appointed by the Board of
          Directors.
     (b)  The Chairman of the Meeting shall lead the Meeting and is entitled to determine the Meeting
          procedures which has not been governed or is not sufficiently governed under this Code of
          Conduct.

8.   Quorum of Attendance
     (a). Meetings for the First Agenda up to the Fourth Agenda can be held if attended by
          Shareholders and/or their proxies through valid power of attorney representing more than ½
          (one half) of the total number of shares with valid voting rights in accordance with (i) Article
          41 paragraph 1 letter a Financial Services Authority Regulation no. 15/POJK.04/2020
          concerning Planning and Implementation of the General Meeting of Shareholders of Public
          Companies ("POJK 15/2020") and (ii) Article 11 paragraph 1 letter a of the Company's Articles
          of Association in conjunction with Article 86 of Law Number 40 of 2007 concerning
          Companies Limited (“UUPT”).
     (b). Meetings for the Fifth Agenda can be held if attended by shareholders and/or their proxies
          through valid power of attorney who have at least ¾ (three-quarters) of the total number of
          shares with valid voting rights in accordance with (i) Article 11 paragraph 3 of the Company's
          Articles of Association; (ii) Article 16 paragraph 2 of the Company's Articles of Association;
          and (iii) Article 102 UUPT.

      (c).   This sixth agenda is based on Article 7 paragraph (2) of the regulation of Financial Services
             Authority No.30/POJK.04/2015 concerning the Report on the Realization of the Use of
             Proceeds from the Public Offering. This agenda is only for reporting purposes, so there are no
             shareholder approval is required.

9.    Questions and Answers
      (a)   In the agenda of the Meeting, the Meeting Committee will read out the written questions
            submitted by the Shareholders who are not physically present in the Meeting room, and the
            Chairman of the Meeting will grant opportunities for the Shareholders who are physically
            present in the Meeting room and the Shareholders who give their proxies through eASY.KSEI
            system to ask questions in question-and-answer session.
      (b)   Question may only be submitted by the Shareholders or their legal proxies.
      (c)   After the discussion of each agenda of the Meeting, the Chairman or any party appointed by
            the Chairman will read the question submitted by the Shareholders or their proxies, in relation
            to the Meeting agenda being discussed at that time.
      (d)   The Chairman or any party appointed by the Chairman has the right to refuse to respond or
            reply questions that are irrelevant with the agenda of the Meeting being discussed based on
            the opinion of the Chairman or any party appointed by the Chairman.
      (e)   Proposal of the Shareholders may be accommodated in the agenda of the Meeting if it
            complies with the following conditions:
             (i)    the proposed agenda has been submitted in writing (accompanied with the reasons
                    therefore) to the Board of Directors by one or more Shareholder(s) representing 1/20
                    (one twentieth) portion or more of the Company’s total paid up shares with valid voting
                    rights;
             (ii)   has been received by the Board of Directors or the Board of Commissioners at least 7
                    (seven) calendar days prior to the issuance of the Invitation for the Meeting;
             (iii)  according to the Board of Directors, the proposed agenda needs Meeting resolution
                    and is not in contrary with prevailing laws; and
             (iv)   complies with the provisions of Article 16 POJK 15/2020.

10.   Resolutions
      (a)   All resolutions herein shall be made based on deliberations for a consensus. If no resolutions
            are made based on deliberations for a consensus, they will be made based on more than ½
            (one half) portion of the total number of votes being casted lawfully at the Meeting unless the
            law and/or Articles of Association stipulate that the resolutions are valid if they are approved
            by bigger total number of votes;
      (b)
               (i). For the First Agenda to the Fourth Agenda of the Meeting, the decision is valid if it is
                      approved by more than ½ (one half) of the total number of votes cast with valid voting
                      rights at the Meeting in accordance with (i) Article 41 paragraph 1 letter c POJK
                      15/2020 and (ii) Article 11 paragraph 1 letter d of the Company's Articles of
                      Association in conjunction with Article 87 UUPT;
               (ii). For the Fifth Agenda of the Meeting, the decision is valid if it is approved by at least ¾
                      (three quarters) of the total number of votes cast with valid voting rights at the meeting
                      in accordance with (i) Article 11 paragraph 3 of the Company's Articles of Association;
                      (ii) Article 16 paragraph 2 of the Company's Articles of Association; and (iii) Article 102
                      UUPT.
               (iii). This agenda item is an agenda item based on Article 7 paragraph (2) of Financial
                      Services Authority Regulation No.30/POJK.04/2015 concerning Report on the
                      Realization of Use of Public Offering Proceeds. No approval is required for this agenda
                      item.
      (c)   Each share gives the holder the right to cast 1 (one) vote. If a Shareholder has more than 1
            (one) share, he is asked to vote only 1 (one) time and his vote represents the entire number of
            shares he owns.

11.   Voting
      Resolution of the Meeting shall be resolved based on the voting casted by the Shareholders through
      eASY.KSEI and voting through the proxy given to the officer appointed by the Securities
      Administration Agency which is PT Ficomindo Buana Registrar, and with the voting of the
      Shareholders who physically attend the Meeting.

12.   Attendance
      The Meeting will be held on time. The Shareholders who are going to directly attend the Meeting
      are requested to be present at the Meeting room 30 (thirty) minutes prior the start of Meeting or on
      13.30 WIB.




                                         Jakarta, 3 April 2024
                                    PT Bumi Resources Minerals Tbk
                                          Board of Directors