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PT Unilever Indonesia Tbk : Summary of Minutes of EGMS and GMIS 2025
PT Unilever Indonesia Tbk : Summary of Minutes of EGMS and GMIS

About this update from 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: Date, venue, time and agenda items of the Meetings The date of the Meetings is on Tuesday, 14 th 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 Approval of the plan to change the composition of the Company's Board of Directors; Approval of the plan to change the remuneration of the Company's Board of Directors for the financial year 2025; and 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. 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; 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% 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% 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. 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. 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. Resolutions of the Meetings EGMS H.1 First Agenda of the EGMS 1. The first item of the first agenda is as follows: 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. 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: Declare part or all of the decisions taken for the Agenda of the Meetings before the Notary in Indonesia and/or in English language; 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 Conducting any necessary matters for the above purposes, without any exceptions. This power of attorney is granted with the following conditions: This power is granted with the right of substitution to delegate power to other parties; This power of attorney is valid since the closing of the Meetings until until the purpose of the authorisation is achieved; and 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: 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. 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
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