SUMMARY NOTICE OF AGM 2022

06 June 2022

SUMMARY NOTICE OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

The Board of Directors of PT TOTAL BANGUN PERSADA Tbk (”Company”) hereby announced that the Company has convened The Annual General Meeting of Shareholders (AGM) started at 10.20 WIB to 11.28 WIB, on Thursday, June 02, 2022 at TOTAL Building 8th Floor, Jalan Letnan Jenderal Siswondo Parman number 106A, Jakarta 11440, with the summary of the minutes as follows:

A. The Presence of the Board of Commissioners and the Board of Directors

Board of Commissioners

Board of Dire​ctors

B. Attendance Quorum

The meeting was attended by shareholders and / or their proxies who were presented and / or represented either through eASY.KSEI or physically presented at the Meeting totaling 2,412,568,200 shares which constitute 70.75% of the 3,410,000,000 shares which represents all issued shares by the Company, therefore the provisions regarding the Meeting quorum as stipulated in Clause 14 paragraph 2 number 1 letter (a) of the Company's Articles of Association, Clause 86 paragraph (1) of Law number 40 of 2007 concerning Limited Liability Companies (UUPT) and Clause 41 paragraph 1 letter (a) of Financial Services Authority Regulation No. 15/POJK.04/2020 regarding Plan and Organizing of the General Meeting of Shareholders of the Public Company (POJK Number 15/2020), has been fulfilled.

C. Question and Answer and/or Provide an Opinion

Shareholders and / or their proxies who attended the Meeting physically or electronically through eASY.KSEI application were given the opportunity to ask questions, share opinions, proposals and / or suggestions relating to the agenda of the Meeting being discussed. 

With a mechanism for shareholders and/or their proxies who are physically present at the Meeting by raising their hands and submitting a question form, while for shareholders and/or their proxies who were present electronically by writing in the "Electronic Opinions" chat feature.

There were 2 shareholders who were present through the eASY.KSEI application that asked questions in the First Agenda of the Meeting.

D. Mechanism of Decision Making

The decision-making mechanism was carried out verbally by asking shareholders and / or their proxies who were physically present at the Meeting to raise their hands for those who voted against and abstained, those who voted agree were not asked to raise their hands. 

Shareholders and/or their proxies who were present electronically were able to vote through the E-Meeting Hall screen on the eASY.KSEI application. 

Abstain votes are considered to have casted the same votes as the majority of the shareholders who casted their votes.

i.Resolutions of AGMS

1. Meeting Agenda #1

Approval of the Company’s Annual Report including the Supervisory Duty Report of the Board of Commissioner as well as to ratify of the Company’s Consolidated Financial Statements for the Financial Year ended on December 31, 2021.

Voting Result:

• Disagree Votes                        :        1.668.000 shares
• Abstain Votes                          :           288.800 shares
• Total APPROVED Votes       : 2.410.900.200 shares

or represented 99.93% of the total votes presented at the Meeting;

Decision:

1. Accepted and approved the annual report of the Company including the report of the Board of Directors and the report on the supervisory duties of the Board of Commissioners as well as the ratification of the Company's consolidated financial statements ending on December 31, 2021 which have been audited by the Public Accounting Firm (KAP) Hadori Sugiarto Adi & Rekan as an independent auditor with “unmodified fair" opinion.

2. Provided full release and discharge of responsibility (acquit et de charge) to all members of the Board of Directors and members of the Board of Commissioners of the Company for the managerial and supervisory actions that had been carried out during the 2021 financial year, as long as these actions are reflected in the Annual Report and Financial Statements of the Company.

2. Meeting Agenda #2

Approval for plans to use the net profit for the financial year 2021.

Voting Result:

• Disagree Votes                       :        2.519.700 shares
• Abstain Votes                         :             11.500 shares
• Total APPROVED Votes       : 2.410.048.500 shares

or represented 99.90% of the total votes presented at the Meeting;

Decis​ion:

The use of net profit of the current year of the Company for the financial year ended on December 31, 2021 amounting to Rp 101,680,986,000,- (one hundred one billion six hundred eighty thousand nine hundred and eighty six thousand Rupiah) as follows:

1. Determined the distribution of dividends in the amount of Rp. 85,250,000,000,- (eighty five billion two hundred and fifty million Rupiah) or approximately 83.84% (eighty three point eighty four percent) 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 14, 2022 at 16.00 West Indonesia Time (‘Recording Date’) or Rp. 25,- (twenty five Rupiah) per share as of the date of this Meeting, with due observance of the Indonesian Stock Exchange regulations for shares trading on the Indonesia Stock Exchange, provided that for the Company's shares that are in collective custody, the provisions apply as follows:

• Cum Cash Dividend at the Regular and Negotiation Market on June 10, 2022;
• Ex Cash Dividend at the Regular and Negotiation Market on June 13, 2022;
• Cum Cash Dividend at the Cash Market on June 14, 2022;
• Ex Cash Dividend at the Cash Market on June 15, 2022.

2. Determined the remaining net income of the current year for the financial year ended on December 31, 2021 to be recorded as retained earnings.

3. Gave the power to the Board of Directors of the Company to carry out everything related to the distribution of the dividends mentioned above in accordance with the prevailing laws and regulations.

3. Meeting Agenda #3

The appointment of a public accounting firm to perform audit for the fiscal year that will end on December 31, 2022.

Voting Result:

• Disagree Votes                       :        1.600.000 shares
• Abstain Votes                         :           830.600 shares
• Total APPROVED Votes       : 2.410.968.200 shares

or represented 99.93% of the total votes presented at the Meeting;

Decision:

Delegated the authority to the Company's Board of Commissioners to appoint a Public Accounting Firm registered with the OJK that will audit the Company's books for the financial year 2022, authorized the Company's Board of Commissioners to determine the criteria for the Public Accounting Firm to audit the Company's financial statements for the financial year 2022 in accordance with the provisions applicable, and authorized the Board of Directors of the Company to determine the honorarium and other requirements for the Public Accountant Firm, this delegation of authority is due to the fact that the Company is still conducting a selection process for the appointment of the Public Accountant.

4. Meeting Agenda #4

Determination of salary and other benefits for members of the Board of Directors and honorarium for the Board of Commissioners.

Voting Result:

• Disagree Votes                       :        3.989.000 shares
• Abstain Votes                         :        1.107.900 shares
• Total APPROVED Votes       : 2.408.579.200 shares

or represented 99.83% of the total votes presented at the Meeting;

Decision:

1. Delegated the authority to the Company's Board of Commissioners to determine the salaries and other benefits of members of the Company's Board of Directors.
2. Gave the authority to Main Shareholders to determine the salary or honorarium and other benefits for members of the Board of Commissioners with due observance of the proposals and recommendations of the Nomination and Remuneration Committee to be subsequently determined by the Board of Commissioners.

5. Meeting Agenda #5

Changes in the composition of the Company’s Board of Directors and Board of Commissioners.

Voting Result:

• Disagree Votes                       :    173.034.000 shares
• Abstain Votes                         :           831.900 shares
• Total APPROVED Votes       : 2.239.534.200 shares

or represented 92.83% of the total votes presented at the Meeting;

Decision:

1. Approved the appointment of new members of the Board of Directors and Board of Commissioners of the Company for a 4 (four) years term of office commencing from the closing of the Meeting until the closing of the Annual General Meeting of Shareholders of the Company for Fiscal Year 2025 which will be held in 2026, with the following composition:

2. Approved the power of attorney to the Board of Directors of the Company or Corporate Secretary of the Company with the right of substitution to restate the decision regarding the appointment of the Board of Directors and Boarding of Commissioners of the Company before the Notary and subsequently notify the Minister of Law and Human Rights of the Republic of Indonesia, and for that take all necessary actions required in accordance with the Laws and Regulations

ii.SCHEDULE AND PROCEDURES FOR CASH DIVIDEND

Cash Dividend Payment Schedule:

Cash Dividend Payment Procedures

1. This notice is an official notification from the Company and the Company does not issue a special notification to Shareholders.
2. Shareholders that are entitled to the cash dividend are shareholders whose names are registered in the Register of Shareholders on June 14, 2022, until 16:00 WIB.
3. Shareholders whose names have been recorded in the Collective Custody of Indonesian Central Securities Depository, PT. (“KSEI”), dividend payments are made by the Company through KSEI and KSEI will distribute to the KSEI Account Holder (Exchange Member and / or the Custodian Bank).
4. For all shareholders who still own share certificates or has not yet converted their shares, cash dividend will be paid by check and can be taken by the relevant Shareholder at the Company’s Office. Shareholders who prefer payment by way of Bank Transfer, is expected to notify the bank’s name and bank account number to the Company at:

PT Total Bangun Persada Tbk
JL. Letjend. S. Parman Kav. 106, Jakarta 11440 Phone: (021) 5666999 (Hunting), Fax: (021)5663069
Email: totalbp@totalbp.com Website: http://www.totalbp.com

At the latest on June 14, 2022 until 16:00 WIB. Transfers can only be made to an account in the same name as the name of the shareholders in the Shareholder Register.

5. Cash Dividend will be taxed in accordance with the taxation laws and regulations. The amount of tax will be borne by the relevant shareholders and deducted from the amount of cash dividend that becomes the right of the relevant shareholders.
6. In accordance with Law No. 36 of 2008 on the fourth amendment to Law No. 7 of 1983 on Income Tax and PER-24/PJ/2010 concerning Implementation Procedures of Double Taxation Agreement, shareholders who are Non-resident Taxpayers will be subjected to withholding tax at the rate of 20%, except for those who can meet the requirements stated in Clause 26 paragraph 1a and submitted no later than June 14, 2022 at 16:00 WIB to the Company’s Share Registrar (BAE), namely: PT Adimitra Jasa Korpora, Rukan Kirana Boutique Office, Jl. Kirana Avenue III Blok F3 No. 5, Kelapa Gading – North Jakarta 14250, with phone number: (021) 29745222 or facsimile: (021) 29289961. If by the deadline stated above, the BAE has not yet received The Domicile Certificate, then the cash dividend paid will be subjected to clause 26 income tax (Pph) at the rate of 20%.

Jakarta, June 6, 2022
PT Total Bangun Persada Tbk
Board of Directors

This notice has been posted on the PT Bursa Efek Indonesia website, the  Company's website www.totalbp.com, and the website of the PT Kustodian Sentral Efek Indonesia Electronic General Meeting System facility ("eASY.KSEI")