In compliance with Article 10 paragraph 16 of the Company’s Articles of Association and Article 51 of the Financial Services Authority Regulation No. 15/POJK.04/2020 regarding the Planning and Implementation of General Meetings of Shareholders of Public Companies, the Company’s Board of Directors hereby announces the Summary of the Minutes of the Annual General Meeting of Shareholders for Fiscal Year 2023 of the Company (hereinafter referred to as the “Meeting”) as follows:

a. Date, Venue, and Time of the Meeting
Date                      : Monday, 24 June 2024
Venue                    : MNC Conference Hall, iNews Tower 3rd Floor, Jl. Kebon Sirih No.17-19, Central Jakarta 10340
Time                      : 14.23 –  15.42 WIB (Western Indonesian Time)

b. Agenda of the Meeting

  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 2023.
  2. Approval and ratification of the Company’s Financial Statement for the Financial Year ended on 31 December 2023 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 2023.
  3. Approval of the Company’s profit utilization for the Financial Year ended on 31 December 2023.
  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 2024 and granting the authority to the Board of Directors to determine the fees of the Independent Public Accountant, as well as other requirements appointment.
c. Attendance of Members of the Company’s Board of Commissioners and Board of Directors

Board of Commissioners

Vice President Commissioner/Independent Commissioner

Muhammad Zainul Majdi

Commissioner

Syafril Nasution

Independent Commissioner

Joel Richard Hogarth*)

*) present online 

Board of Directors

President Director

Noersing

Director

Valencia Herliani Tanoesoedibjo*)

Director

Ruby Panjaitan

Director

Tantan Sumartana

Director

Dini Aryanti Putri

*) present online

d. Attendance of Shareholders or Proxies
The total number of shares with valid voting rights present at the Meeting were 9.959.717.444 shares (75,2975%) with valid voting rights amounting to 13.227.161.510 shares after deducting the Company's share repurchase of 1.822.626.200 (Treasury Stock).

e. Opportunity to Raise Questions and/or Express Opinions
In each agenda item of the Meeting, the shareholders or their proxies were given the opportunity to raise questions and/or express opinions related to the respective agenda item.

The number of shareholders or proxies who raised questions and/or expressed opinions on the agenda items is as follows:

Agenda

Shareholder/Proxy

1

There were 4 shareholders or their proxies who raised questions.

2

There were no shareholders or shareholder proxies who raised questions and/or provided opinions.

3

There were no shareholders or shareholder proxies who raised questions and/or provided opinions.

4

There were no shareholders or shareholder proxies who raised questions and/or provided opinions.

5

There were no shareholders or shareholder proxies who raised questions and/or provided opinions.

f. Voting Mechanism

Resolutions on the agenda items were made based on deliberation to reach a consensus. In the event that consensus could not be reached, resolutions were made through voting, either verbally or electronically via the eASY.KSEI system.

g. Voting Result

Agenda

Number of Votes (Shares)

Acceptance

Reject

Abstain

1

9.768.332.644

24.900

191.359.900

2

9.768.331.944

198.100

191.187.400

3

9.778.958.144

198.100

180.561.200

4

7.940.103.696

1.838.081.948

181.531.800

5

9.040.816.248

738.166.896

180.734.300

h. Meeting Resolution
Agenda 1
To approve and accept both the Annual Report of the Board of Directors, including the Company’s Sustainability Report, and the Report on the Supervisory Duties of the Board of Commissioners regarding the Company's operations for the Financial Year ended on 31 December 2023.

Agenda 2
To approve and ratify the Company's Financial Statements for the Financial Year ended on 31 December 2023, which has been audited by the Public Accounting Firm Kanaka Puradiredja, Suhartono, as well as granting full release of responsibility to the Company's Board of Directors and Board of Commissioners respectively for the management and supervisory actions they have taken in the Financial Year ended on 31 December 2023 (acquit et de charge), as long as their actions are reflected in the Company's audited Financial Statements for the Financial Year ended on 31 December 2023, and considering the Annual Report of the Board of Directors for the Financial Year ended on 31 December 2023.

Agenda 3
  1. To approve the Company's profit utilization for the Financial Year ended on 31 December 2023 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 regarding Limited Liability Companies;
    2. There is no distribution of the Company's dividends for the Financial Year ended on 31 December 2023; and
    3. The remaining profits of the Company will be recorded as retained earnings, including to strengthen the Company's capital and business development, in line with the development of the media and entertainment industry, especially in the digital sector.
  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, one thing or another without any exceptions while still taking into account the regulations in the capital market.
Agenda 4
  1. To accept the resignation of Mrs. Ella Kartika as Director of the Company, while granting full release and discharge of responsibility (acquit et de charge) for her supervisory and managerial duties, provided that such actions are reflected in the Company's Financial Report and Annual Report.
  2. To approve the appointment of Mrs. Cahyarina Agustina Asri as Director of the Company, effective upon the closing of this Meeting, for a term lasting until the closing of the Annual General Meeting of Shareholders in 2028, without prejudice to the rights of the General Meeting of Shareholders to dismiss her at any time.
  3. To reaffirm the reappointment of Mr. Hary Tanoesoedibjo, Mr. Muhammad Zainul Majdi, Mr. Syafril Nasution and Mr. Joel Richard Hogarth respectively as President Commissioner, Vice President Commissioner/Independent Commissioner, Commissioner and Independent Commissioner of the Company. Additionally, to approve the reappointment of Mr. Noersing as President Director, Mrs. Kanti Mirdiati Imansyah as Vice President Director, Mrs. Valencia Herliani Tanoesoedibjo, Mr. Ruby Panjaitan, Mr. Tantan Sumartana and Mrs. Dini Aryanti Putri as Directors, for a term lasting until the closing of the Annual General Meeting of Shareholders in 2028, without reducing the right of the General Meeting of Shareholders to dismiss them at any time.
  4. To determine that, effective upon the closing of this Meeting, the composition of the Company's Board of Commissioners and Board of Directors shall be as follows:

Board of Commissioners
President Commissioner : Hary Tanoesoedibjo
Vice President Commissioner/Independent Commissioner : Muhammad Zainul Majdi
Commissioner : Syafril Nasution
Independent Commissioner : Joel Richard Hogarth

Board of Directors
President Director : Noersing
Vice President Director : Kanti Mirdiati Imansyah
Director : Valencia Herliani Tanoesoedibjo
Director : Ruby Panjaitan
Director : Tantan Sumartana
Director : Dini Aryanti Putri
Director : Cahyarina Agustina Asri

  1. To grant authority, with substitution rights, to the Company's Board of Directors to take all necessary actions related to the changes in the composition of the Company's Board of Commissioners and Board of Directors as mentioned above. This includes, but is not limited to, making or requesting the execution of relevant deeds, signing all related documents before a Notary, and notifying the authorized parties in accordance with applicable laws and regulations
  2. To grant authority and power to the Company's Board of Commissioners to determine the remuneration for the members of the Company's Board of Commissioners and Board of Directors for the 2024 Financial Year, taking into account the proposals and recommendations of the Company's Nomination and Remuneration Committee.

Agenda 5

  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 2024.
  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.

Jakarta, 26 June 2024
PT Media Nusantara Citra Tbk
Board of Directors