ANNOUNCEMENT SUMMARY OF MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

ANNOUNCEMENT SUMMARY OF MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

For the purpose of compliance with Regulation of Financial Services Authority No. 15/POJK.04/ 2020 regarding Plan and Implementation of General Meeting of Shareholders of Public Company (“POJK 15/2020”) and Regulation of the Financial Services Authority No. 16/ POJK.04/2020 on the Implementation of Electronic General Meeting of Shareholders of a Public Companies (“POJK 16/2020”), it is hereby announced that PT SARIMELATI KENCANA Tbk., (the “Company”) having domicile at South Jakarta, has performed Annual General Meeting of Shareholders on Wednesday, dated 30 April 2025, by accessing eASY.KSEI Facility (KSEI Electronic General Meeting System) as provided by the Indonesian Central Securities Depository.

The Meeting was held electronically in accordance with the POJK 15/2020 and POJK 16/2020, whereby the Chairman of the Meeting, Notary and Supporting Institutions have coordinated with regard to the implementation of the Meeting through electronic system at Jl. Jend. Gatot Subroto Kav. 1.000, Menteng Dalam, Tebet, Jakarta Selatan 12870 (the “Meeting”).

 

A.    ATTENDANCE BY BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS

The Meeting was chaired by Mr. Brata Taruna Hardjosubroto in his capacity as President Commissioner and Independent Commissioner pursuant to Circular Resolution of Board of Commissioners dated 28 April 2025, and was attended by members of Board of Commissioners and Board of Directors of the Company, as follows:

Mr. Brata Taruna Hardjosubroto                       - President Commissioner and Independent

                                                                                  Commissioner

Mr. Emireza Mohammad Arifin                         - Commissioner

Mr. Hadian Iswara                                             - President Director

Mr. Boy Ardhitya Lukito                                      - Director

Mr. Jeo Sasanto                                                 - Director

Mr. Budi Setiawan                                              - Director

 

B.    AGENDAS OF THE GENERAL MEETING OF SHAREHOLDERS

 

I.               Annual General Meeting of Shareholders

1.     Approval on the Company’s Annual Report prepared by the Board of Directors including Supervisory Report prepared by the Board of Commissioners and ratification on the Annual Financial Statements for the book year that ended on the date of 31 December 2024, and to give the full release and discharge (acquit et de charge) in favour of all members of the Board of Directors and Board of Commissioners of the Company for all actions and supervisions performed during the book year that ended on the date of 31 December 2024.

2.     Approval on granting and delegation of authority in favour of the Board of Commissioners to stipulate the remuneration package including allowances, bonus and facilities to be granted in favour of the Board of Commissioners and Board of Directors for the book year that ended on the date of 31 December 2025.

3.     Approval on granting and delegation of authority in favour of the Board of Commissioners to appoint Public Accountant in order to perform examination and audit to the historical financial statement for the book year that ended on the date of 31 December 2025, and the delegation of authority in favour of the Board of Directors to stipulate the honorarium of the Public Accountant.

 

In each Meeting Agenda, opportunities were provided to the shareholders and its proxy to raise questions which related to such Meeting Agenda.

 

C.    QUORUM OF THE ATTENDING SHAREHOLDERS

 

The Annual General Meeting of Shareholders was attended by the shareholders and/or proxies which consisted of 2,698,950,700 representing 89.8006672% shares from the total of 3,005,490,700  shares (-without shares owned by the Company) which have been issued and paid-up at the Company.

 

 

D.    MECHANISM OF MEETING RESOLUTION AND VOTING CALCULATION

 

Meeting resolutions were resolved based on an amicable deliberation to reach a mutual consensus. In the event that the resolutions based on the amicable deliberation failed to be reached, then the resolutions were resolved by way of open voting. Except for the Agenda relating to the Change in the Company’s Management, which was resolved by way of closed voting. Voting is performed by vote cards and electronic counting.

 

The Company has appointed Notary Mrs. Aryanti Artisari, SH., M.Kn., and PT Datindo Entrycom to perform the calculation and validating the voting casted under each and every Agendas.

 

E.     RESOLUTIONS OF GENERAL MEETING OF SHAREHOLDERS

 

I.               Annual General Meeting of Shareholders

 

1.     First Agenda

To accept and approve the Company’s Annual Report presented by the Board of Directors including Supervisory Report presented by the Board of Commissioners and the ratification on the Annual Financial Statements for the book year that ended on the date of 31 December 2023, and to issue full release and discharge (acquit et de charge) in favour of all members of the Board of Directors and the Board of Commissioners of the Company from their managerial and supervisory obligations for the financial year which have ended on 31 December 2023.

During the question and answer session there were no question and/or opinion raised by any shareholders or proxy of shareholders who attend the Meeting.

 

Voting Calculation Result of the First Agenda

 

Agree

Abstain

Disagree

2.485.170,200

92,0791254%

2.247.500

0,0832731%

211.533.000

     7,8376015%

 

2.     Second Agenda

a.      to determine the amount of the remuneration package along with allowance, bonus and facilities provided to all members of the Board of Commissioners of the Company for the financial year ending on 31 December 2025 shall be in the cumulative amount of Rp1,500,000,000 (one billion five hundred million Rupiah) per year. The amount of other remuneration including allowances, bonus and facilities shall be set out in the Company’s 2025 Annual Report.

b.      to grant authority to the Board of Commissioners to determine the amount of remuneration including allowances, bonuses and other facilities provided to each member of the Board of Commissioners.

c.       to grant and delegate authority to the Board of Commissioners to determine the amount of remuneration including allowances, bonuses and other facilities for each member of the Board of Directors of the Company for the financial year ending on 31 December 2025 and such amount of remuneration, including allowance, bonuses and other facilities lain shall be set out in the Company’s 2025 Annual Report.

 

During the question and answer session there were questions raised by Aditya Kurniawan, a shareholder of 2.247.400 (two million two hundred fourty seven thousand four hundred) shares, as follows:

 

a.     Is there any target for the Company’s revenue and margin in 2025?

b.     There’s an issue relating to divestment of part of Sriboga’s ownership in the company. Does the management know regarding this matter and what is the management response?

c.     How about the sales result in April 2025, is it better than the previous months?

 

Such questions are answered by Hadian Iswara as the Company’s President Director as follows:

 

a.     Regarding the Company’s revenue and margin target are indeed exist, however it is not to be disclosed in this Meeting.

b.     Regarding divestment, as the director representation, couldnt give any opinion about shareholder.

c.     The first quarter report in 2025 is better than last year. Hope that things will continue to improve in the future.

 

Voting Calculation Result of the Second Agenda

 

Agree

Abstain

Disagree

2.378.160.500

88,1142623%

2.247.500

0,0832731%

318.542.700

11,8024646%

 

3.     Third Agenda

To approve the granting and delegating authority to the Board of Commissioners of the Company for the appointment of a Public Accountant, including to determine reasonable terms and conditions for the appointment with due observance to the applicable regulations, for the examination and audit of the historical financial statement for the financial year ending on 31 December 2025, and the delegation of authority to the Board of Directors of the Company to determine the amount of honorarium for the Public Accountant with due observance to Article 59 of Regulation of the Financial Services Authority No. 15/POJK.04/2020 on Planning and Holding General Meetings of Shareholders of Public Limited Companies and the provision of Article 13 paragraph (1) and paragraph (2) of Regulation of the Financial Services Authority No. 9 of 2023 on the Appointment of Public Accountant and Auditing Firm in Financial Services Activities.

During the question and answer session there were no question and/or opinion raised by any shareholders or proxy of shareholders who attend the Meeting.

 

Voting Calculation Result of the Third Agenda

 

Agree

Abstain

Disagree

2.485.170.200

92,0791254%

2.247.500

0,0832731%

211.533.000

7,8376015%

 

 

Jakarta, 05 May 2025

PT Sarimelati Kencana Tbk.

Board of Directors