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20240403_BRMS_Pemanggilan RUPS_31623915_lamp6.pdf
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PT Bumi Resources Minerals Tbk.
THE MATERIALS OF AGENDA FOR
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
The Board of Directors of PT Bumi Resources Minerals Tbk (the “Company”) will hold the Annual General
Meeting of Shareholders (the “Meeting”) of the Company, which will be held on:
Day, Date : Thursday, 25 April 2024
Time : 14.00 WIB - Finish
Venue : Ballroom 2, JS Luwansa Hotel and Convention Center
Jl. H.R. Rasuna Said Kav.C-22
Jakarta Selatan 12940
The Agenda of the Meeting and its explanations are as follow:
1. Approval of the Board of Directors' accountability report for the running of the Company for the
financial year ending on 31 December 2023.
Explanation:
The Board of Directors reports the course of the Company throughout the financial year ending on
31 December 2023 in the 2023 Annual Report.
This agenda routinely held every year at the Company Meeting in accordance with the provisions of the
Company's Articles of Association and Law Number 40 of 2007 concerning Limited Liability Companies
along with the changes.
2. Ratification of the Annual Financial Statements for the financial year ending on 31 December 2023 and
granting full release of responsibility to the Board of Commissioners and the Board of Directors of the
Company (acquit et de charge) for their supervisory and management actions during the financial year
ending on 31 December 2023.
Explanation:
The Board of Directors and the Board of Commissioners report the Company's annual calculations in the
Annual Financial Statements for the financial year ending on 31 December 2023 and grant full release
and discharge of responsibility with respect to the Board of Commissioners and Board of Directors of
the Company (acquit et de charge), for their performances ended on 31 December 2023.
This agenda routinely held every year at the Company Meeting in accordance with the provisions of the
Company's Articles of Association and Law Number 40 of 2007 concerning Limited Liability Companies
along with the changes..
3. Appointment of a Public Accountant who will audit the Company's Annual Financial Statements for the
financial year ending on 31 December 2024.
Explanation:
The Company proposes to the shareholders in the AGMS a Public Accounting Office that will audit the
Company's Annual Financial Statements for the financial year ending on 31 December 2024.
This agenda routinely held every year at the Company Meeting in accordance with the provisions of the
Company's Articles of Association and Law Number 40 of 2007 concerning Limited Liability Companies
along with the changes..
4. Changes of the Company's Management Structure
Explanation:
The Agenda for Changes in the Composition of the Company's Management is a proposal from the
Shareholders. The basis for this Meeting Agenda are (i) Article 15 paragraph 2 and Article 18 paragraph
2 of the Company's Articles of Association; and (ii) Financial Services Authority Regulation no.
33/POJK.04/2014 concerning Directors and Board of Commissioners of Issuers or Public Companies.
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In accordance with Article 18 Paragraph (4) of the Financial Services Authority Regulation
No.15/POJK.04/2020 dated 20 April 2020 concerning Planning and Implementation of the General
Meeting of Shareholders of Public Companies which regulates that:
In the event that the meeting agenda concerns the appointment of members of the Board of Directors
and/or members of the Board of Commissioners, a curriculum vitae of prospective members of the
Board of Directors and/or members of the Board of Commissioners who will be appointed must be
available:
i). on the Public Company website at the shortest time from the time of the summons until the holding
of the General Meeting of Shareholders; or
ii). at any time other than the time referred to in letter a but no later than the time the General Meeting
of Shareholders is held, as long as it is regulated in the provisions of the laws and regulations.
Therefore, referring to Article 18 Paragraph (4) letter b above, a curriculum vitae of prospective
members of the Board of Directors and/or Board of Commissioners who will be appointed will be
submitted at the time of the Meeting.
5. Approval to guarantee or pledge or encumber with material collateral rights of most or all of the
Company's assets owned directly or indirectly to its creditors, both the Company's creditors and the
creditors of the subsidiaries, for the development of the projects of the subsidiaries, including but
not limited to (i) binding the Company as guarantor (borg/avaliste); (ii) pledge of part or all of the
shares owned and controlled by the Company in a subsidiary, directly or indirectly or other
securities; (iii) fiduciary for bank account bills, insurance claims, inventory, escrow accounts of the
Company and or subsidiaries; (iv) guarantees or collateral or other material security rights over other
assets, both movable and immovable, owned by the Company and its subsidiaries, which are carried
out in the context of financing or obtaining loans from third parties, which are given to or received
by the Company or its subsidiaries, both now and in the future, as required by Article 102 of Law
No. 40 of 2007 on Limited Liability Companies.
Explanation:
Approval to guarantee most or all of the assets of the Company directly or indirectly owned to the
Company's creditors and creditors of the Company's subsidiaries will be carried out in order to
receive loans from the Company's creditors or creditors of the Company's subsidiaries to conduct
the development of the projects of PT Dairi Prima Mineral as the Company’s subsidiaries.
The basis for this Meeting Agenda are (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 (ii) Article 102 of
Law No. 40 of 2007 on Limited Liability Companies.
6. Re- Submission of the Accountability Report on the Realization of the Use of Proceeds from:
i). Limited Public Offering I;
ii). Series II Warrants; and
iii). Limited Public Offering II
Explanation:
The Company will submit a report on the realization of the use of proceeds from Limited Public
Offering I, Series II Warrant and Limited Public Offering II to the shareholders. This 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.
Jakarta, 3 April 2024
PT Bumi Resources Minerals Tbk.
Board of Directors
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PT Dairi Prima Mineral
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