PT Sinar Mas Agro Resources and Technology Tbk : Agenda Material of the Annual General Meeting of Shareholders of PT SMART Tbk

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Agenda Material

Annual General Meeting of Shareholders 5 June 2024 PT Sinar Mas Agro Resources and Technology Tbk

Meeting Time, Venue, and Agenda

MEETING TIME AND VENUE

PT Sinar Mas Agro Resources and Technology Tbk (the "Company") will hold its Annual General Meeting of Shareholders ("Meeting") on:

Day/Date	: Wednesday, 5 June 2024
Time	: 10.00 WIB (Western Indonesian Time Zone) until finish
Venue	: Danamas Room
	Sinar Mas Land Plaza, Tower 2, 39th Floor
	Jalan MH. Thamrin No. 51
	Central Jakarta 10350

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MEETING AGENDA

1. Approval on the Annual Report of the Company for the fiscal year ended on 31 December 2023;
2. Approval and ratification of the Company's annual account and the report on supervisory duties of the Company's Board of Commissioners for the fiscal year ended on 31 December 2023, as well as granting the full acquittal of responsibility (acquit et de charge) to the Company's Board of Directors over any management conducted during the fiscal year ended on 31 December 2023 and to the Company's Board of Commissioners over any supervision conducted during the fiscal year ended on 31 December 2023;
3. Enactment and approval on the Company's profit appropriation for the fiscal year ended on 31 December 2023;
4. Determination of salary, honorarium, and allowances of the Company's Board of
   Directors and Board of Commissioners;

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MEETING AGENDA

1. Appointment of an Independent Public Accountant to audit the Company's financial books for the fiscal year ended 31 December 2024 and to grant the authority to the Board of Directors of the Company to determine the honorarium of
   the Independent Public Accountant and other requirements of the appointment thereof;
2. Approval on the amendment to the Company's Articles of Association in regards to the addition of the Standard Classification of Indonesian Business Field (KBLI) without changing the Company's main business activities;
3. Report on the realisation of the use of proceeds of the Company's Bond Public
   Offering; and
4. Approval on the granting of power and authorities to the Board of Directors of
   the Company in order to transfer the Company's assets; or to provide the Company's assets as collaterals; which constitute more than 50% (fifty percent) of the Company's net assets in 1 (one) or more transactions, either related to one another or not.

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Meeting Agenda Explanation

AGENDA EXPLANATION

• All agendas, except for the sixth, seventh, and eighth agendas, are routine discussions held during the Company's Annual General Meeting of Shareholders ("GMS"). These agendas are in compliance with the provisions of the Articles of Association of
  the Company and Law Number 40 Year 2007 regarding Limited Liability Company ("UUPT").
• The materials relating to the first and second agendas, i.e. the Company's 2023 Annual Report including the Consolidated Financial Statements of the Company and Its Subsidiaries for the Year Ended 31 December 2023 is available on the Company's website:
  https://www.smart-tbk.com/en/investor/informasi-keuangan/laporan-tahunan/Or can be accessed by scanning the following QR code:

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AGENDA EXPLANATION

• The sixth agenda, which is the amendment to the Company's Articles of Association on Article 3 regarding the Purpose, Objectives, and Business Activity of the Company, to add the Standard Classification of Indonesian Business Field (KBLI) without changing
  the Company's main business activities.

The addition of KBLI is conducted in relation with the business activities that have been carried out by the Company, which was previously categorised under the Oil Palm Nurseries (01262) as the Company's supporting business activity. However, based on the Central Bureau of Statistics Regulation Number 2 of 2020 regarding KBLI and as directed by the official institutions i.e the Directorate of Fertilisers and Pesticides of the Ministry of Agriculture of the Republic of Indonesia, that the Company's fertiliser and pest eradication activities should be recorded under separate categories, i.e. Complementary Fertiliser Industry (20127) and Pest Eradication Industry (Formulation) (20212), and by the Department of Health of North Sumatra Province, that the Company's clinic activity in plantation area should be recorded under the Private Clinic Activity (86105), as well as by the Department of Education of North Sumatra Province, that the Company's education activity in the plantation area should be recorded under the category of Private Kindergarten/Raudatul Athfal/Bustanul Athfal Education (85132). The separation of those KBLI categories should be conducted so that

the Company could register each KBLI in the Company's Business Identification Number (NIB) as accordance to the prevailing licensing provisions. In order to comply with these provisions, the Company is amending Article 3 of the Company's Articles of Association regarding

the Purpose, Objectives, and Business Activities of the Company.

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AGENDA EXPLANATION

• The seventh agenda must be incorporated as one of the GMS' agenda based on
  Article 6 of the OJK Regulation No. 30/POJK.04/2015 regarding Report on the Use of Proceeds of Public Offerings.
• Referring to the article 21 verse 8.4 of the Company's Articles of Association and the article 102 of Limited Liability Company Law, for the eighth agenda, the Board of Directors is obliged to seek approval from the GMS in the case of transferring the
  Company's assets or providing the Company's assets as collaterals which constitute more than 50% (fifty percent) of the Company's net assets in 1 (one) or more transactions, either related to one another or not. In this case, the transfer or provision of the Company's assets as collaterals is conducted in order to obtain loans and/or financing in the future.

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Please contact:

Investor Relations

PT SMART Tbk

Sinar Mas Land Plaza, Tower II, 28th-30th Floor

Jl. MH Thamrin No 51

Jakarta 10350

Indonesia

Phone : [phone]

Email : [e-mail]