The Board of Directors of the Company hereby announces that the Annual General Meeting of Shareholders for the 2022 Financial Year (“AGMS”) and the Extraordinary General Meeting of Shareholders (“EGMS”) have been held on:

A. AGMS

Date            : Tuesday, 27 June 2023
Time            : 14:11 WIB – 15:08 WIB
Venue          : MNC Conference Hall, iNews Tower 3rd Floor, Jl. Kebon Sirih No.17-19, Jakarta Pusat 10340

I. Attendance

Board of Commissioners
1. Hary Tanoesoedibjo, President Commissioner
2. Muhammad Zainul Majdi, Vice President Commissioner/Independent Commissioner*)
3. Syafril Nasution, Commissioner
4. Joel Richard Hogarth, Independent Commissioner

*) present online

Board of Directors
1. Noersing, President Director
2. Kanti Mirdiati Imansyah, Vice President Director
3. Valencia Herliani Tanoesoedibjo, Director
4. Ruby Panjaitan, Director
5. Ella Kartika, Director
6. Tantan Sumartana, Director
7. Dini Aryanti Putri, Director

Shareholders
10.854.129.014 shares (72,1550%) with valid voting rights amounting to 15.049.787.710 shares after deducting the repurchase of shares by the Company amounting to 7.000.000 (Treasury Stock).

II. Agenda
  1. Approval of the Annual Report of the Company’s Board of Directors and Supervisory Report of the Board of Commissioners for the Financial Year ending 31 December 2022.
  2. Approval and ratification of the Company’s Financial Statement for the Financial Year ended on 31 December 2022 and granting full release and discharge (acquit et de charge) to the Board of Commissioners and Board of Directors of the Company respectively, for their supervisory and management duties during the Financial Year ended on 31 December 2022.
  3. Approval of the Company’s profit utilization for the Financial Year ended on 31 December 2022.
  4. Approval of the changes to the composition of the Company’s management.
  5. The appointment of an Independent Public Accountant to audit the Company’s Financial Year ended on 31 December 2023 and granting the authority to the Board of Directors to determine the fees of the Independent Public Accountant, as well as other requirements appointment.
III. Fulfillment of Legal Procedures
  1. Submitted notification of the Meeting to the Financial Services Authority and PT Bursa Efek Indonesia (“IDX”) on 11 May 2023 with letter No. 029-OJK/MNC-CS/INT/V/2023; and
  2. The announcement was made on 19 May 2023, and the invitation was issued on 5 June 2023, respectively, through the Stock Exchange website, the Company's website, and the e-RUPS Provider website (eASY.KSEI).
IV. AGMS Resolution
Agenda 1
  • The Meeting provided an opportunity for shareholders and/or their proxies, both physically and electronically present, to ask questions and/or provide opinions regarding the First Agenda of the Meeting, which was held concurrently with the Second and Third Agenda.
  • During this opportunity, one question was raised by a shareholder physically present and one shareholder electronically through the eASY.KSEI system.
  • Decisions were made by voting verbally and electronically through the eASY.KSEI system.
  • The results of the voting were as follows:
    • Shareholders or their proxies who abstained were 138,057,700 shares, representing 1.27194% of the total valid shares present at the Meeting.
    • Shareholders or shareholder proxies who expressed their disagreement were 3,766,800 shares, representing 0.03470% of the total valid shares present at the Meeting.
    • Shareholders or proxies of shareholders who agreed were 10,712,304,514 shares, representing 98.69336% of the total valid shares present at the Meeting.
Based on Article 11 paragraph 17 of the Company's Articles of Association, an abstention is considered to be the same as the majority vote of the shareholders who cast the vote. Therefore, the total number of affirmative votes amounted to 10,850,362,214 shares, or 99.96530% of the total votes validly cast at the Meeting. The resolution was approved by the proposed resolution on the First Agenda of the Meeting.

The decision of the first agenda of the meeting is as follows:
Approved and accepted the Annual Report of the Company's Board of Directors, including the Company's Sustainability Report and the Board of Commissioners' Supervisory Report regarding the Company's operations for the Financial Year ending December 31, 2022.

Agenda 2
  • The Meeting provided an opportunity for shareholders and/or their proxies, both physically and electronically present, to ask questions and/or provide opinions regarding the First Agenda of the Meeting, which was held concurrently with the First and Third Agendas.
  • During this opportunity, one question was raised by a shareholder physically present and one shareholder electronically through the eASY.KSEI system.
  • Decisions were made by voting verbally and electronically through the eASY.KSEI system.
  • The results of the voting were as follows:
    1. Shareholders or their proxies who abstained were 139.475.900 shares, representing 1,28500% of the total valid shares present at the Meeting.
    2. Shareholders or shareholder proxies who expressed their disagreement were 221,300 shares or 0.00204% of the total valid shares present at the Meeting.
    3. Shareholders or proxies of shareholders who agreed were 10,714,431,814 shares or 98.71296% of the total valid shares present at the Meeting.
Based on Article 11 paragraph 17 of the Company's Articles of Association, an abstention is considered to be the same as the majority vote of the shareholders who cast the vote. Therefore, the total number of affirmative votes amounted to 10.853.907.714 shares, or 99,99796% of the total votes validly cast at the Meeting. The resolution was approved by the proposed resolution on the Second Agenda of the Meeting.

The decision of the second agenda of the meeting is as follows:
Approve and ratify the Company's Financial Statements for the Financial Year ending on 31 December 2022, which have been audited by the Public Accounting Firm Kanaka Puradiredja Suhartono, and grant full release and discharge to the Company's Board of Directors and the Company's Board of Commissioners, respectively for the management and supervisory actions carried out in the Financial Year ending on 31 December 2022 (acquit et de charge), as long as these actions are reflected in the Company's audited Financial Statements for the Financial Year ending on 31 December 2022, and taking into account the Annual Report of the Company's Board of Directors for the Financial Year ending on 31 December 2022.

Agenda 3
  • The Meeting provided an opportunity for shareholders and/or their proxies, both physically and electronically present, to ask questions and/or provide opinions regarding the First Agenda of the Meeting, which was held concurrently with the First and Second Agenda.
  • During this opportunity, one question was raised by a shareholder physically present and one shareholder electronically through the eASY.KSEI system.
  • Decisions were made by voting verbally and electronically through the eASY.KSEI system.
  • The results of the voting were as follows:
    1. Shareholders or their proxies who abstained were 122.092.400 shares, representing 1,12485% of the total valid shares present at the Meeting.
    2. Shareholders or shareholder proxies who expressed their disagreement were 4.711.300 shares or 0,04341% of the total valid shares present at the Meeting.
    3. Shareholders or proxies of shareholders who agreed were 10.727.325.314 shares or 98,83175% of the total valid shares present at the Meeting.
Based on Article 11 paragraph 17 of the Company's Articles of Association, an abstention is considered to be the same as the majority vote of the shareholders who cast the vote. Therefore, the total number of affirmative votes amounted to 10.849.417.714 shares, or 99,95659% of the total votes validly cast at the Meeting. The resolution was approved by the proposed resolution on the Third Agenda of the Meeting.

The decision of the third agenda of the meeting is as follows:
  1. To approve the Company's profit utilization for the Financial Year ended on 31 December 2022 as follows:
    1. Rp1,000,000,000 (one billion rupiah) will be recorded as a reserve fund in order to comply with the Company's Articles of Association and Law No. 40 of 2007 on Limited Liability Companies;
    2. Cash dividends will be distributed to the shareholders of the Company, each of which will receive proportionally in accordance with the number of shares owned, wherein each one share is entitled to receive cash dividends of Rp5 (five rupiah) per share, based on the number of shares on the date of cum dividend. Procedure for the distribution of cash dividends would be announced on the Company's website, Indonesia Stock Exchange website and KSEI website, and the receipt of cash dividends would be subject to tax according to the prevailing laws and regulations in taxation; and
    3. The remaining profits of the Company will be recorded as retained earnings for funding needed in the Company's strategic plan to strengthen the Company's capital and business development, especially development in the digital industry.
  2. To determine the distribution of bonuses, wherein the Company’s Board of Directors was given the authority to determine the amount of the bonus and the implementation of its distribution.
  3. To approve the granting of authority to the Company’s Board of Directors to use the profits, as mentioned above, including to determine the schedule and procedures for the distribution of cash dividends to the shareholders of the Company, one thing or another without any exceptions with due regard to regulations in the capital market sector.
Agenda 4
Due to the fact that up to the time the Meeting officially started, the Company had not received proposals for changes to the composition of the Company's Board of Directors and Board of Commissioners from the shareholders of the Company, therefore for the Fourth Agenda of the Meeting there were no discussions, questions and answers or decision making.

Agenda 5
  • The meeting provides an opportunity for shareholders and/or shareholder proxies who are physically present or present electronically to ask questions and/or provide opinions related to the Fifth Agenda of the Meeting.
  • During this opportunity, one question was raised by a shareholder physically present and one shareholder electronically through the eASY.KSEI system.
  • Decisions were made by voting verbally and electronically through the eASY.KSEI system.
  • The results of the voting were as follows:
    1. Shareholders or their proxies who abstained were 138.419.200 shares, representing 1,27527% of the total valid shares present at the Meeting.
    2. Shareholders or shareholder proxies who expressed their disagreement were 631.378.012 shares or 5,81694% of the total valid shares present at the Meeting.
    3. Shareholders or proxies of shareholders who agreed were 10.084.331.802 shares or 92,90779% of the total valid shares present at the Meeting.
Based on Article 11 paragraph 17 of the Company's Articles of Association, an abstention is considered to be the same as the majority vote of the shareholders who cast the vote. Therefore, the total number of affirmative votes amounted to 10.222.751.002 shares, or 94,18306% of the total votes validly cast at the Meeting. The resolution was approved by the proposed resolution on the Fifth Agenda of the Meeting.

The decision of the fifth agenda of the meeting is as follows:
  1. To approve the granting of authority to the Company's Board of Directors with the approval of the Company's Board of Commissioners to appoint the Company's Independent Public Accountant and/or Independent Public Accounting Firm who will audit the Company's books for the Financial Year ended on 31 December 2023.
  2. To grant full authority and power to the Company’s Board of Directors to determine the honorarium and other requirements related to the appointment of the Company’s Independent Public Accountant and/or Independent Public Accounting Firm.
B. EGMS
Date            : Tuesday, 27 June 2023
Time            : 15:11 – 15:21 WIB
Venue          : MNC Conference Hall, iNews Tower 3rd Floor, Jl. Kebon Sirih No.17-19, Jakarta Pusat 10340

I. Attendance

Board of Commissioners
  1. Hary Tanoesoedibjo, President Commissioner
  2. Muhammad Zainul Majdi, Vice President Commissioner/Independent Commissioner*)
  3. Syafril Nasution, Commissioner
  4. Joel Richard Hogarth, Independent Commissioner
*) present online

Board of Directors

  1. Noersing, President Director
  2. Kanti Mirdiati Imansyah, Vice President Director
  3. Valencia Herliani Tanoesoedibjo, Director
  4. Ruby Panjaitan, Director
  5. Ella Kartika, Director
  6. Tantan Sumartana, Director
  7. Dini Aryanti Putri, Director

Shareholders

10.841.524.616 shares (72,071%) with valid voting rights amounting to 15.049.787.710 shares after deducting the repurchase of shares by the Company amounting to 7.000.000 (Treasury Stock).

II. Agenda
Approval of amendment to Article 20 paragraph 6 of the Company’s Articles of Association regarding the announcement of the Company's balance sheet and income statement to comply with the Financial Services Authority of the Republic of Indonesia’s Regulation No. 14/POJK.04/2022 concerning Submission of Periodic Financial Statements of Issuers or Public Companies.

III. Fulfillment of Legal Procedures

  1. Submitted notification of the Meeting to the Financial Services Authority and PT Bursa Efek Indonesia (“IDX”) on 11 May 2023 with letter No. 029-OJK/MNC-CS/INT/V/2023; and
  2. The announcement was made on 19 May 2023, and the invitation was issued on 5 June 2023, respectively, through the Stock Exchange website, the Company's website, and the e-RUPS Provider website (eASY.KSEI).
IV. EGMS Resolution
  • The Meeting provided an opportunity for shareholders and/or their proxies, both physically and electronically present, to ask questions and/or provide opinions related to the Meeting Agenda.
  • During the meeting, one shareholder and/or their proxies, both electronically and through the eASY.KSEI system, submitted questions.
  • Decisions were made by voting, both verbally and electronically through the eASY.KSEI system.
  • The results of the voting are as follows:
    1. Shareholders or their proxies who abstained were 107.705.100 shares, representing 0,99345% of the total valid shares present at the Meeting.
    2. Shareholders or shareholder proxies who expressed their disagreement were 212.800 shares or 0,00196% of the total valid shares present at the Meeting.
    3. Shareholders or proxies of shareholders who agreed were 10.733.606.716 shares or 99,99804% of the total valid shares present at the Meeting.

Based on Article 11 paragraph 17 of the Company's Articles of Association, an abstention is considered to be the same as the majority vote of the shareholders who cast the vote. Therefore, the total number of affirmative votes amounted to 10.841.311.816 shares, or 94,18306% of the total votes validly cast at the Meeting. The resolution was approved by the proposed resolution on the Fifth Agenda of the Meeting.

Resolution of the EGMS Agenda is as follows:

  1. To approve the amendment to Article 20 paragraph 6 of the Company's Articles of Association regarding the announcement of the Company's balance sheet and income statement to comply with the Financial Services Authority of the Republic of Indonesia’s Regulation No. 14/POJK.04/2022 concerning Submission of Periodic Financial Statements of Issuers or Public Companies.
  2. To approve the granting of power and authority to the Company’s Board of Directors with the right of substitution to take all necessary actions in connection with the amendment to Article 20 paragraph 6 of the Company's Articles of Association, including but not limited to compiling and restating the amendment to the Articles of Association in a Notarial Deed and submitting it to the authorized agency to obtain approval and/or receipt of notification of the amendment to the Company's Articles of Association, doing everything deemed necessary and useful for such purposes with nothing being excluded, including to make additions and/or changes in the amendment to the Articles of Association if this is required by the authorized agency in accordance with applicable laws and regulations.

Jakarta, 4 July 2023
PT Media Nusantara Citra Tbk
Board of Directors