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General Meeting of Shareholders (GMS)

Adaro Energy conducted its Annual General Meeting of Shareholders (AGMS) on June 3, 2009, with a quorum of attending shareholders represented by valid voting shares reaching 23,830,586,853 shares or 74.5% of total issued shares in attendance, which was well above the quorum requirement (more than 50%). The AGMS approved the subsequent agenda:

Agenda 1
The AGMS approved the Company’s annual report for fiscal year ending December 31, 2008 and ratified
the Company’s Balance Sheet and Profit & Loss for fiscal year ending December 31, 2008 which was audited by Public Accountant, Haryanto, Sahari and Rekan (a member firm of PricewaterhouseCoopers global network), as stipulated in the Independent Auditor Report dated March 16, 2009, No. A01051/DC2/ DWD/II/2009 with unqualified opinion with explanation paragraph.

With the approval of the Management Report as well as the ratification of the Company’s Balance Sheet and Profit and Loss for the fiscal year ending December 31, 2008, acquit et de charge was granted to the Board of Directors and the Board of Commissioners over the management and supervision of the Company during 2008 as long as such management and supervision was reflected in the Company’s Balance Sheet and Profit and Loss calculation.

Agenda 2
It was agreed that the of Company’s Net Profit for the fiscal year 2008 of Rp887,198,605,378 would be
used for the following appropriations:

  1. Rp44,359,930,269 to be set aside for general reserve fund stipulated in article 70 of Company Law No. 40 Year 2007.
  2. Dividend payment of Rp377,434,351,600 which constitutes 42.5% of the Company’s Net Profit. In
    disbursing the dividend payment, the Company’s Board of Directors is authorized; with substitution rights:
    • to determine the list of shareholders for dividend payment eligibility;
    • to determine the dividend payment method;
    • to carry out all necessary actions related to such issues including setting the dividend payment schedule. The dividend payment schedule to be published in two nationally circulated media taking into account prevailing laws and regulations.
  3. Rp465,404,323,509 will be appropriated for Retained Earnings.

Agenda 3
The AGMS authorized the Company’s Board of Commissioners to appoint a Public Accountant registered with Bapepam-LK to audit the Company’s financial statements for the current ongoing fiscal year and the fiscal year ending December 31st, 2009 and also empowered the Board of Commissioners to determine the honorarium of such Public Accountant Firm as well as other requirements.

Agenda 4
The AGMS approved the entire determination of the honorarium/salaries and other allowances for the Company’s Board of Commissioners and the Board of Directors to a maximum of forty billion Rupiah excluding incentives in the form of MSOP (Management Stock Option Plan) and authorized the Board of Commissioners to determine the composition of the Board of Directors’ salaries and other allowances.

Agenda 5
The Company reported the use of IPO’s proceeds from July 14th, 2008 to May 29th, 2009 that amounted
to Rp11.85 trillion. The Company also reported the establishment of the Audit Committee with the following membership:

  • Chairman: Ir. Palgunadi Tatit Setyawan
  • Member: Dr. Ir. Irwandy Arif, MSc
  • Member: Mamat Ma’mun, SE

The above AGMS resolutions were published on June 5th, 2009 in Bisnis Indonesia daily and Republika daily.