General Meeting of Shareholders (GMS)
Adaro Energy conducted its Annual General Meeting of Shareholders
(AGMS) on April 23rd , 2010, with a quorum of attending shareholders
represented by valid voting shares reaching 22,943,539,206 shares
or of 71.73% total issued shares in attendance. This 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 the fiscal year
ending December 31st, 2009 and ratified the Company's Balance Sheet
and Profit & Loss for the fiscal year ending December 31st,
2009 which was audited by Public Accountant, Tanudiredja, Wibisana
dan Rekan (a member firm of PricewaterhouseCoopers), as stipulated
in the Independent Auditor Report dated March 22nd , 2010, No.
A100322005/DC2/DWD/III/2010.B with unqualified opinion and
explanation paragraphs.
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 31st, 2009, 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 2009.
Agenda 2
The use of Company's Net Profit for the fiscal year 2009 of
Rp4,367,251,806,020 was agreed with the following appropriations:
a. Rp218,362,590,301 to be set aside for general reserve fund
stipulated in article 70 of Company Law No. 40 Year 2007.
b. Final Dividend payment of Rp927,592,898,000 which constituted
21.24% of the Company's Net Profit in 2009. In disbursing its
dividend payment, the Company incorporated the interim dividend
of Rp383,831,544,000 which was distributed on December 30th
2009, and the remaining of Rp543,761,354,000 to be appropriated
as final dividend payment. Board of Director 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 issue including
setting the dividend payment schedule. The dividend payment
schedule will be published on 2 nationally circulated publications
taking into account prevailing laws and regulations.
c. Rp3,221,296,317,719 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 on-going fiscal year
and the fiscal year ending December 31st, 2010 and also authorised
the Board of Commissioners to determine the honorarium of such
Public Accountant Firm as well as other requirements.
Agenda 4
The AGMS has approved to determine the honorarium/salaries and
other allowances for the Company's Board of Commissioners and
the Board of Directors to a maximum of 40% increase from the
previous honorarium/salaries 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 Board of Directors reported the following:
• Appointment of new commissioners to the Boards to the Company's
subsidiaries. Dr. Ir. Kusmayanto Kadiman, former Minister
of Research and Technology (2004-2008), was appointed the Commissioner of PT Jasapower Indonesia and Mr. Erry Fimansyah,
former President Director of PT Bursa Efek Indonesia (BEI) was
appointed the Commissioner of PT Makmur Sejahtera Wisesa.
• On 31 March 2010, PT Alam Tri Abadi, a wholly-owned subsidiary
of the Company, and BHP Minerals Holdings Pty. Ltd. and BHP
Minerals International Exploration Inc. entered into a binding
agreements to create a new joint venture in relation to BHP
Billiton's Indonesian Coal Project. The Company will purchase a 25% interest in the joint venture by acquiring 25% of shares in each
of PT Maruwai Coal, PT Juloi Coal, PT Kalteng Coal, PT Sumber
Barito Coal, PT Lahai Coal, PT Ratah Coal and PT Pari Coal. The
completion of this transaction is subject to approvals from the
Indonesian Government. This purchase is in line with the Company
strategy to enhance growth and improve efficiency, thus paving
the way to meet the Company's vision to be the largest and most
efficient integrated coal mining and energy company in South East
Asia.

Dr. Ir. Kusmayanto Kadiman Commissioner of JPI

Erry Firmansyah Commissioner of MSW
Extraordinary General Meeting of Shareholders (EGMS)
Resolution:
Subsequently after the closure of its AGMS, the Company continued
and completed its EGMS with the following resolution:
• The sole agenda of the EGMS approved the appointment of Dr. Ir.
Raden Pardede as the Company's new Independent Commissioner
replacing Mr. Djoko Suyanto with the effective term of office
commencing from closure of the General Meeting of Shareholders
(GMS) until the end of the Company's General Meeting of
Shareholders for 2013 fiscal year to be held in 2014. Therefore, the
Company's Board of Commissioners is as follow:
President Commissioner : Edwin Soeryadjaya
Vice President Commissioner : Theodore Permadi Rachmat
Commissioner : Ir. Subianto
Commissioner : Lim Soon Huat
Independent Commssioner : Ir. Palgunadi Tatit Setyawan
Independent Commissioner : Dr. Ir. Raden Pardede
The above EGMS & AGMS resolutions were published on April 27th,
2010 in Investor Daily Indonesia and Republika daily.
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