Pt Unilever Indonesia TbkIDX: UNVR

Summary of Minutes of EGMS and GMIS 2025

· Issued by PT Unilever Indonesia Tbk

THE SUMMARY OF MINUTES OF

THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AND

GENERAL MEETING OF INDEPENDENT SHAREHOLDERS

PT UNILEVER INDONESIA Tbk

To comply with the provisions of article 49 paragraph (1) and Article 51 paragraph (2) of regulation of the Financial Services Authority (Otoritas Jasa Keuangan) number 15/POJK.04/2020 regarding the Plan and the Implementation of the General Meeting of Shareholders of Public Company ("POJK 15/2020"), PT Unilever Indonesia Tbk, the company established under the legislation of the Republic of Indonesia, domiciled in Tangerang District and its headquarter at Grha Unilever, Green Office Park Kav 3, Jalan BSD Boulevard Barat, BSD City, Tangerang, Banten, 15345 ("the Company") hereby announce The Summary of Minutes of The Extraordinary General Meeting of Shareholders ("EGMS") and the General Meeting of Independent Shareholders ("GMIS" and together with the EGMS, the "Meetings").

The summary of minutes of these Meetings contains information in accordance with the provisions of article 51 paragraph (1) of POJK 15/2020 as follows:

  1. Date, venue, time and agenda items of the Meetings
    The date of the Meetings is on Tuesday, 14th January 2025 and the venue was at Hotel Mulia Senayan, Jalan Asia Afrika Senayan, RT.1/RW.3, Gelora, Kecamatan Tanah Abang, Kota Jakarta Pusat, Daerah Khusus Ibukota Jakarta 10270.
    Time of EGMS:14.07 Western Indonesia Time to 15.17 Western Indonesia Time
    Time of GMIS:15.28 Western Indonesia Time to 15.55 Western Indonesia Time
    Meeting Agenda:
    EGMS
    1. Approval of the plan to change the composition of the Company's Board of Directors;
    2. Approval of the plan to change the remuneration of the Company's Board of Directors for the financial year 2025; and
    3. Approval of the Company's plan to sell its ice cream business (the "Transaction") to PT The Magnum Ice Cream Indonesia (the "Purchaser"), which is a Material Transaction as referred to in OJK Regulation No. 17/POJK.04/2020 on Material Transactions and Changes in Business Activities ("POJK 17/2020").

GMIS

Approval of the Company's plan to conduct the Transaction with the Purchaser, which has an affiliated relationship with the Company as referred to in OJK Regulation No.

42/POJK.04/2020 on Affiliated Transactions and Conflict of Interest Transactions ("POJK 42/2020") where the ultimate holding company of the Company and the Purchaser is the same party, namely Unilever PLC.

  1. Attendance of the Members of Board of Directors and Members of Board of Commissioners of the Company
    Physical attendance:

The Board of Commissioners:

President Commissioner

: Mr. Sanjiv Mehta;

Independent Commissioner

: Mr. Alexander Rusli;

Independent Commissioner

: Mrs. Alissa Wahid;

Independent Commissioner

: Mrs. Debora Herawati Sadrach; and

Independent Commissioner

: Mr. Fauzi Ichsan;

The Board of Directors:

President Director

: Mr. Benjie Go Yap;

Director

: Mrs. Enny Hartati;

Director

: Mrs. Hernie Raharja

Director

: Mr. Vivek Agarwal; and

Director

: Mr. Willy Saelan

Virtual/teleconference media attendance

The Board of Commissioners:

Independent Commissioner

: Mr. Ignasius Jonan;

  1. The amount of shares with valid voting rights whose holders/owners were present or represented during the EGMS and the percentage from the entire share issued by the Company which is in the amount of 38,150,000,000 shares are as follows:

Number of shares

Percentage

35,787,448,649

93.807%

  1. The amount of shares with valid voting rights whose holders/owners were present or represented during the GMIS and the percentage from the entire independent shares issued by the Company are as follows:

Number of shares

Percentage

3,363,061,149

58.741%

  1. The opportunity to raise questions and/or opinions on the agenda of the Meetings and the number of shareholders who raised questions and/or gave opinions regarding the entire agenda of the Meetings

At the end of the discussion of the Meetings, the Chairman of the Meetings has provided the opportunity for shareholders or their proxies who are present in the Meetings both physically and electronically to raise questions and/or provide opinions. During the Meetings there were 10 questions from the shareholders or their proxy who raised questions and/or opinions.

  1. Voting mechanism of the Meeting
    In accordance with the provisions of Article 15 paragraph 8 of the Articles of Association of the Company, the decision submitted for all agenda of the Meetings must be taken based on deliberation for consensus. If no consensus can be reached, then the decision of the Meetings must be taken based on consenting vote of more than 1/2 (one-half) part of the number of validly issued votes in the Meetings. Decisions for all agenda items of the Meetings are taken based on closed voting and unbundling.
    The proposed resolutions for all of Agenda of the Meetings had been validly approved through a voting mechanism, with the result as set out in part G below.
  2. Voting Result of the Meetings
    The votes cast in the voting for decision of all Agenda of the Meeting have been calculated and validated by an independent party, namely Mrs. Andalia Farida, S.H., M.H., a Notary, with a percentage of the number of shares whose holders are present or represented at the Meetings shown in the table as follows:

Agenda

Consenting

Dissenting

Abstain

EGMS

Approval

of

35,195,195,262 shares

1,523,147 shares

590.730.240 shares

the

plan

to

representing 98.345%

representing 0.004%

representing

change

the

1.651%

composition

of

the

Company's

Board

of

Directors.

Approval

of

34,525,014,556 shares

517,858,953 shares

744,575,140

the

plan

to

representing 96.472%

representing 1.447%

shares represent

change

the

2.081%

remuneration

of

the

Company's

Directors

for

the

financial

year 2025.

Approval

of

35,196,628,609 shares

98,900 shares

590,721,140

the

represent 98.349%%

representing 0.000%

shares represent

Company's

1.651%

Agenda

Consenting

Dissenting

Abstain

plan

to

conduct

the

Transaction,

which

is

a

Material

Transaction as

referred to in

POJK 17/2020.

GMIS

Approval

of

2,620,599,779 shares

107,700 shares

742,353,670

the

representing 77.923%

representing 0.003%

shares

Company's

of the total shares

of the total shares

representing

plan

to

owned by

owned by

22.073% of the

conduct

the

independent

independent

total shares

Transaction

shareholders present

shareholders

owned by

with

the

or represented in the

present or

independent

Purchaser,

GMIS, or 45.78% of the

represented in the

shareholders

which

has

an

total shares with valid

GMIS, or 0.0009% of

present or

affiliated

voting rights owned

the total shares with

represented in the

relationship

by independent

valid voting rights

GMIS, or 12.97% of

with

the

shareholders.

owned by

the total shares

Company

as

independent

with valid voting

referred to in

shareholders.

rights owned by

POJK

42/2020

independent

where

the

shareholders.

ultimate

holding

* Abstain votes are

company

of

deemed to be cast

the Company

in the same

and

the

manner as the

Purchaser

is

majority votes

the

same

cast.

party,

namely

Unilever PLC.

* Consenting votes together with Abstain votes totalled 3,362,953,449 shares, representing 58.74% of the total shares with valid voting rights owned by independent shareholders.

  1. Resolutions of the Meetings
    EGMS
    H.1 First Agenda of the EGMS
    1. The first item of the first agenda is as follows:
    1. Approve the resignation of: 1) Mrs. Hernie Raharja from her position as Director of the Company, effective from 14 January 2025; 2) Mr. Ainul Yaqin, from his position as Director of the Company, effective from 14 January 2025; and 3) Mr.

Vivek Agarwal from his positions as Director of the Company, effective from 1 March 2025, and to release and discharge to them for all activities pertaining to all affairs and implementations on authority while having the position of Director of the Company, provided that their activities are reflected in the Company's books.

  1. Appoint: 1) Mr Alejandro Meinardo Santos Concha as Director of the Company, effective from 14 January 2025; 2) Ms Vandana Suri as Director of the Company, effective from 14 January 2025; and 3) Mr Neeraj Lal as Director of the Company, effective from 1 March 2025, until the closing of the 2025 Annual General Meeting of Shareholders of the Company, whereby this proposal is based on the Recommendation of the Nomination and Remuneration Committee of the Company.

2. It is confirmed that the Structure of the Board of Directors:

Effective since 14 January 2025 until the closing of the Annual General Meeting of Shareholders that will be held in 2026, without limiting the rights of the General Meeting of the Shareholders to terminate at any point in time, is as follows:

  • President Director: Mr. Benjie Go Yap;
  • Director: Mrs. Enny Hartati;
  • Director: Mr. Willy Saelan;
  • Director: Mr. Alejandro Meinardo Santos Concha;
  • Director: Mrs. Vandana Suri; and
  • Director: Mr. Vivek Agarwal

Effective since 1 March 2025 until the closing of the Annual General Meeting of Shareholders that will be held in 2026, without limiting the rights of the General Meeting of the Shareholders to terminate at any point in time, is as follows:

  • President Director: Mr. Benjie Go Yap;
  • Director: Mrs. Enny Hartati;
  • Director: Mr. Willy Saelan;
  • Director: Mr. Alejandro Meinardo Santos Concha;
  • Director: Mrs. Vandana Suri; and
  • Director: Mr. Neeraj Lal

3. Giving the power of attorney to the Company's Board of Directors and/or to Mr. Enrico Sihotang, private, both together or individually to:

  1. Declare part or all of the decisions taken for the Agenda of the Meetings before the Notary in Indonesia and/or in English language;
  2. Notify the composition of the Company's Board of Directors decided in the
    Meetings to the Ministry of Law of the Republic of Indonesia and to register to the Company Registry in accordance with applicable laws and regulations in force, as well as making changes and/or additions if required by other authorized parties; and
  3. Conducting any necessary matters for the above purposes, without any exceptions.

This power of attorney is granted with the following conditions:

  1. This power is granted with the right of substitution to delegate power to other parties;
  2. This power of attorney is valid since the closing of the Meetings until until the purpose of the authorisation is achieved; and
  3. The Meetings agrees to authorize all actions implemented by the authorized party based on this power of attorney.

H.2 The second agenda of the EGMS is as follows:

  1. Approve change in the remuneration for the Members of the Board of Directors in the amount of 2% (two percent) in 2025, and give full power of attorney to the Company's President Commissioner to determine in detail the allocation of the division for each member of the Company's Board of Directors.
  2. Grant full power of attorney to the Company's Board of Commissioners to determine the amount of remuneration for members of the Board of Directors of the Company for the financial year ending on 31 December 2025 and the details of the allocation for each member of the Board of Directors of the Company.

H.3 The third agenda of the EGMS is as follows:

Approve the Company's plan to sell its ice cream business which is a Material Transaction as referred to in OJK Regulation No. 17/POJK.04/2020 on Material Transactions and Changes in Business Activities ("POJK 17/2020").

GMIS

H.4 The agenda of the GMIS is as follows:

Approve the Company's plan to sell the ice cream business to PT The Magnum Ice Cream Indonesia (the "Purchaser), which has an affiliated relationship with the Company as referred to in OJK Regulation No. 42/POJK.04/2020 on Affiliated Transactions and Conflict of Interest Transactions ("POJK 42/2020") where the ultimate holding company of the Company and the Purchaser is the same party, namely Unilever PLC.

Hereby the Summary of Minutes has been prepared pursuant to the provision of Article 49 paragraph (1) read in conjunction with Article 51 paragraph (2) of POJK 15/2020.

Tangerang, 16 January 2025

The Board of Directors of the Company