RAPAT UMUM PEMEGANG SAHAM (RUPS) | PT Saraswanti Anugerah Makmur Tbk

Implementation of the 2024 AGMS
	In 2024, the Company held 1 (one) Annual General Meeting of Shareholders which was held on June 24, 2024 at AMG Tower, Surabaya.
Resolution of the GMS on June 24, 2024
Agenda 1: Approval of The Board of Director’s annual report, Board of Commissioners supervisory report, and ratification of the balance sheet and income statements for the financial year ended on December 31st, 2023.
Decision:
	1.	Received and approved the Company’s Annual Report for the financial year ending on December 31st, 2023, including the Board of Directors ‘Report and the Company’s Board of Commissioners’ Supervisory Report for the 2023 financial year.
	2.	Ratify the Consolidated Financial Statements of the Company and Subsidiaries that have been audited by the Public Accounting Firm Paul Hadiwinata, Hidajat, Arsono, Retno, Palilingan & Partners on the financial statements for the 2023 Financial Year with the opinion, “Fair, in all material respects, the financial position of the Group as of December 31st, 2023, and the consolidated financial performance and cash flow for the year ended by Indonesian Financial Accounting Standards. At the same time, it was providing full payment and release of responsibility (acquit et de charge) to the Board of Directors and the Board of Commissioners for the management and supervision of the Company that has been carried out during the 2022 Financial Year, as long as it is not a criminal act or violates applicable legal provisions and procedures and is recorded in the financial report of the Company and does not conflict with laws and regulations.
Agenda 2: Determination used of net profit for the financial year ended on December 31st, 2023.
Decision:
	1.	Determined the distribution of dividends amounting to IDR210,125,000,000 or approximately 50% of the current year’s profit which will be distributed in the form of cash dividends to shareholders, whose names are recorded in the Company’s Shareholders Register on July 4th, 2024, at 16:00 West Indonesia Time (“Recording Date”) or IDR41 per share as of the date of this Meeting, with due observance of the PT Bursa Efek Indonesia regulations for trading shares on the Indonesia Stock Exchange, provided that for the Company’s shares that are in collective custody, the following conditions apply:
		a.	Cum Dividend Cash at the Regular and Negotiation Market on July 2nd , 2024;
		b.	Ex Cash Dividend at the Regular and Negotiation Market on July 3rd , 2024;
		c.	Cum Dividend Cash at the Cash Market on July 4th, 2024;
		d.	Ex Cash Dividend at the Cash Market on July 5th, 2024.
			Payment of cash dividends to eligible shareholders will be made by July 26th, 2024.
	2.	Determine that the remaining net income for the current year for the financial year ended December 31st, 2023, is recorded as retained earnings.
	3.	Give power to the Board of Directors of the Company to carry out everything related to the distribution of the dividends mentioned above by the prevailing laws and regulations
Agenda 3: Approval on the salary/honorarium and other benefits of the Board of Commissioners and Board of Directors of the Company.
Decision: Approved authorizing the Board of Commissioners to determine the salary or honorarium and other benefits for members of the Board of Directors and to the President Commissioner to determine the salary or honorarium and other benefits for members of the Board of Commissioners by taking into account the proposals and recommendations of the Nomination and Remuneration Committee to be determined by the Board of Commissioners.
Agenda 4: Approval of delegation to the Board of Commissioners to appoint a Public Accounting Firm to conduct an audit of financial statements for the fiscal year ending on December 31st, 2024, and delegation to The Board of Director to determine the honorarium amount other terms of appointment.
Decision:
1.	Approved the re-appointment of the Public Accounting Firm Paul Hadiwinata, Hidajat, Arsono, Retno, Palilingan & Partners to carry out an audit of the Company’s Financial Statements for the Financial Year of 2024.
2.	Delegates authority to the Board of Directors and the Board of Commissioners to:
	1.	Approved the re-appointment of the Public Accounting Firm Paul Hadiwinata, Hidajat, Arsono, Retno, Palilingan & Partners to carry out an audit of the Company’s Financial Statements for the Financial Year of 2024.
	2.	Delegates authority to the Board of Directors and the Board of Commissioners to:
		a.	Appoint a Public Accountant to a Public Accountant Firm that has been appointed in this Meeting, because the appointment of a public accountant needs to be adjusted to the results of the evaluation, and as long as the appointment is made subject to the criteria of Public Accountants set out in Company policy;
		b.	Determine a Public Accountant and/or a Substitute Public Accountant Firm if the appointed Public Accounting Firm cannot continue or carry out its duties for any reason based on the provisions and regulations of the capital market; and
		c.	Determine the conditions, terms of appointment, and an honorarium of the Substitute Public Accountant Firm.
Agenda 5: Approval of the Company’s plan to guarantee the Company’s assets of more than 50% of the total net assets in the form of assets and/or corporate guarantees
Decision:
	1.	Approved to guarantee the Company’s assets of more than 50% of the total net assets of the Company in one fiscal year in the form of assets and/or corporate guarantees in one or more transactions, whether related to each other or not to banks or financial institutions or other parties, both for loan facilities that have been granted and/or will be granted later to the Company and/or its subsidiaries and/or parties affiliated with the Company along with additions and/or changes and/or extensions and/or renewals (if any), with terms and loan values deemed favorable by the Board of Directors of the Company.
	2.	To authorize the Company’s Board of Directors to sign all letters, agreements, deeds, and others and do everything deemed necessary in connection with the guarantee of the Company’s assets of more than 50% of the Company’s net assets in one fiscal year.

Agenda 6: Changes in the composition of the Company’s Board of Commissioners and Directors.
Decision:

1.	Approve and ratify the expiration of the term of office of the Board of Commissioners and the Board of Directors as of the closing date of the Meeting and release and discharge (acquit et decharge) the supervisory and/or management actions that have been carried out during their term of office, until the closing date of the Meeting, namely to:
	President Commissioner	: Mr. Noegroho Hari Hardono
	Commissioner	: Mr. Sukarno
	President Director	: Mr. Ir.Yahya Taufik
	Director	: Mrs. Theresia Yusufiani Rahayu
	Director	: Mr. Andreas Adhi Harsanto
	Director	: Mr. Franciscus Xaverius Mulyo Hartono
	Director	: Mr. Andi Irwandy
2.	Menyetujui dan mengangkat:
	President Commissioner	: Mr. Noegroho Hari Hardono
	Commissioner	: Mr. Sukarno
	President Director	: Mr. Ir.Yahya Taufik
	Director	: Mrs. Theresia Yusufiani Rahayu
	Director	: Mr. Andreas Adhi Harsanto
	Director	: Mr. Franciscus Xaverius Mulyo Hartono
	Director	: Mr. Andi Irwandy
As of the closing of the Meeting until the closing of the Annual General Meeting of Shareholders for the fiscal year 2028, which will be held in 2029.
In connection with the appointment mentioned above, the composition of the Board of Commissioners and the Board of Directors of the Company as of the closing date of the Meeting will be as follows:
	President Commissioner	: Mr. Noegroho Hari Hardono
	Commissioner	: Mr. Sukarno
	Independent Commissioner	: Mr. Poernomo
	President Director	: Mr. Ir.Yahya Taufik
	Director	: Mrs. Theresia Yusufiani Rahayu
	Director	: Mr. Andreas Adhi Harsanto
	Director	: Mr. Franciscus Xaverius Mulyo Hartono
	Director	: Mr. Andi Irwandy
3.	Granting power and authority to the Board of Directors with the right of substitution to carry out all necessary processes and actions, including notifications to regulatory parties as required by applicable laws and regulations.

Implementation of the 2023 AGMS

Implementation of the 2023 AGMS
	In 2023, the Company held 1 (one) Annual General Meeting of Shareholders which was held on May 29, 2023 at AMG Tower, Surabaya.

Resolution of the GMS on May 29, 2023
Agenda 1: Approval of The Board of Director’s annual report, Board of Commissioners supervisory report, and ratification of the balance sheet and income statements for the financial year ended on December 31st, 2022.
Decision:
	1.	Received and approved the Company’s Annual Report for the financial year ending on December 31st, 2022, including the Board of Directors ‘Report and the Company’s Board of Commissioners’ Supervisory Report for the 2022 financial year.
	2.	Ratify the Consolidated Financial Statements of the Company and Subsidiaries that have been audited by the Public Accounting Firm Paul Hadiwinata, Hidajat, Arsono, Retno, Palilingan & Partners on the financial statements for the 2022 Financial Year with the opinion, “Fair, in all material respects, the financial position of the Group as of December 31st, 2022, and the consolidated financial performance and cash flow for the year ended by Indonesian Financial Accounting Standards. At the same time, it was providing full payment and release of responsibility (acquit et de charge) to the Board of Directors and the Board of Commissioners for the management and supervision of the Company that has been carried out during the 2022 Financial Year, as long as it is not a criminal act or violates applicable legal provisions and procedures and is recorded in the financial report of the Company and does not conflict with laws and regulations.
Agenda 2: Determination used of net profit for the financial year ended on December 31st, 2022.
Decision:
	1.	Determined the distribution of dividends amounting to IDR153,750,000,000 or approximately 44,44% of the current year’s profit which will be distributed in the form of cash dividends to shareholders, whose names are recorded in the Company’s Shareholders Register on June 12th, 2023, at 16:00 West Indonesia Time (“Recording Date”) or IDR16.70 per share as of the date of this Meeting, with due observance of the PT Bursa Efek Indonesia regulations for trading shares on the Indonesia Stock Exchange, provided that for the Company’s shares that are in collective custody, the following conditions apply:
		a.	Cum Dividend Cash at the Regular and Negotiation Market on June 8th , 2023.
		b.	Ex Cash Dividend at the Regular and Negotiation Market on June 9th, 2023.
		c.	Cum Dividend Cash at the Cash Market on June 12th, 2023;
		d.	Ex Cash Dividend at the Cash Market on June 13th, 2023.
			Payment of cash dividends to eligible shareholders will be made by June 30th, 2023.
	2.	Determine that the remaining net income for the current year for the financial year ended December 31st, 2023, is recorded as retained earnings.
	3.	Give power to the Board of Directors of the Company to carry out everything related to the distribution of the dividends mentioned above by the prevailing laws and regulations.
	4.	Dividend payments to public shareholders will be paid in cash by applicable regulations, while dividend payments to founders will be paid in stages no later than December 2023.
Agenda 3: Approval on the salary/honorarium and other benefits of the Board of Commissioners and Board of Directors of the Company.
	1.	Agree to delegate authority to the Company’s Board of Commissioners to determine the salary and other benefits of the Company’s Board of Directors members.
	2.	Agree to give the authority to the President Commissioner to determine the salary or honorarium and other allowances for members of the Board of Commissioners by taking into account the proposals and recommendations of the Nomination and Remuneration Committee to be subsequently determined by the Board of Commissioners.
Agenda 4: Approval of delegation to the Board of Commissioners to appoint a Public Accounting Firm to conduct an audit of financial statements for the fiscal year ending on December 31st, 2023, and delegation to The Board of Director to determine the honorarium amount other terms of appointment.
Decision:
1.	Approved the re-appointment of the Public Accounting Firm Paul Hadiwinata, Hidajat, Arsono, Retno, Palilingan & Partners to carry out an audit of the Company’s Financial Statements for the Financial Year of 2023.
2.	Delegates authority to the Board of Directors and the Board of Commissioners to:
	1.	Appoint a Public Accountant to a Public Accountant Firm that has been appointed in this Meeting, because the appointment of a public accountant needs to be adjusted to the results of the evaluation, and as long as the appointment is made subject to the criteria of Public Accountants set out in Company policy;
	2.	Determine a Public Accountant and/or a Substitute Public Accountant Firm if the appointed Public Accounting Firm cannot continue or carry out its duties for any reason based on the provisions and regulations of the capital market; and
	3.	Determine the conditions, terms of appointment, and an honorarium of the Substitute Public Accountant Firm.
Agenda 5: Approval of the Company’s plan to guarantee the Company’s assets of more than 50% of the total net assets in the form of assets and/or corporate guarantees.
Decision:
	1.	Approved to guarantee the Company’s assets of more than 50% of the total net assets of the Company in one fiscal year in the form of assets and/or corporate guarantees in one or more transactions, whether related to each other or not to banks or financial institutions or other parties, both for loan facilities that have been granted and/or will be granted later to the Company and/or its subsidiaries and/or parties affiliated with the Company along with additions and/or changes and/or extensions and/or renewals (if any), with terms and loan values deemed favorable by the Board of Directors of the Company.
	2.	To authorize the Company’s Board of Directors to sign all letters, agreements, deeds, and others and do everything deemed necessary in connection with the guarantee of the Company’s assets of more than 50% of the Company’s net assets in one fiscal year.

Agenda 6: Approval of Amendments to the Company’s Articles of Association to adjust to the Financial Services Authority Regulation Number 14/POJK.04/2022 concerning the Submission of Periodic Financial Statements of Issuers or Public Companies.
Decision:

1.	Approved the amendment of several provisions of the Company’s Articles of Association to be adjusted to POJK Number 14 / POJK.04 / 2022 and for this implementation, to authorize the Directors of the Company to make the amendments and adjustments and other actions deemed necessary to comply with the provisions of the POJK; and
2.	Granting power and authority to the Board of Directors of the Company with the right of substitution to take all necessary and/or required actions in connection with the amendment and rearrangement of the Company’s Articles of Association, but not limited to restating the decision, either in part or in full in the form of a notarial deed, appearing before a notary, submitting and signing all applications and other documents required by applicable laws and regulations, all without any exceptions.

OFFICE
AMG Tower, 20th Floor, Jl. Dukuh Menanggal 1-A, Gayungan, Surabaya 60234, Jawa Timur.
Phone: +62-31 82516888, Fax: +62-31 82516555

BRANCH
Centennial Tower, 29th G Floor,
Jl. Gatot Subroto Kav. 24 - 25, Jakarta 12930
Phone: +62-21 22958480

Email Hubungan Investor :
investor.relation@saraswanti.com
Email Corporate Secretary :
corsec@saraswanti.com
Email Informasi Pupuk :
sam@saraswanti.com

General Meeting of Shareholders (GMS)

Implementation of the 2023 AGMS