PT Unilever Indonesia Tbk : Explanation of Agenda AGMS 2023

EXPLANATION OF AGENDA

THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

PT UNILEVER INDONESIA Tbk

In connection to the Annual General Meeting of Shareholders of PT Unilever Indonesia Tbk ("Company") event that planned to be held on Thursday, 22nd of June 2023 ("Meeting"), the Company has announced among others:

• PT Kustodian Sentral Efek Indonesia website (https://www.ksei.co.id) and or platform eASY.KSEI (https://akses.ksei.co.id/)
• PT Bursa Efek Indonesia (IDX) website (https://akses.ksei.co.id/)
• Company's website (www.unilever.co.id)

Furthermore, considering the following matters:

• Articles of Association of the Company;
• Regulation of The Financial Services Authority (Otoritas Jasa Keuangan, "OJK") of The Republic of Indonesia Number 15/POJK.04/2020 On the Planning and Implementation of General Meetings of Shareholders of Public Companies;
• OJK Regulation No. 16/POJK.04/2020 on the Implementation of the Electronic General Meeting of Shareholders.
• ASEAN Corporate Governance Scorecard issued by ASEAN Capital Market Forum related to the right of Shareholders and principle of disclosure and transparency,

the Company hereby would like to convey the Agenda of the Meeting as follows:

First Agenda

Ratification on the Financial Statements of the Company and Approval on the Annual Report of the Company including the report on the supervisory duties of the Board of Commissioners of the Company for the accounting year ended on 31 December 2022

1. Background
   The Company's annual report and financial statements for each financial year must be approved and ratified by the Annual General Meeting of Shareholders. Refer to the provision of Article 10 and Article 11 of the Article of Association of the Company juncto Article 66, Article 67, Article 68 and Article 69 Law No.
   40 Year 2017 regarding Limited Liability Company ("UUPT").
2. Explanation
   The Company's Annual Report and Financial Statements to be approved and ratified in the Meeting are for the financial year ended on 31st December 2022. Approval and ratification of the Company's Annual Report and Financial Statements for the period of the financial year will be conducted by the Meeting, by taking into account the provisions of Article 10 and Article 11 of the Company's Articles of Association juncto Article 66, Article 67, Article 68, and Article 69 of the UUPT.
   The Company's Annual Report for the financial year ended 31st December 2022 includes, among others, the Company's Board of Commissioner supervisory duties report for the financial year ended 31st December 2022 and the Company's Financial Statements for the financial year ended on 31st December 2022 that have been audited by Public Accounting Firm Siddharta Widjaja & Rekan, KPMG member firm as reflected in the Independent Auditor's Report, dated 9 February 2021, Number 00011/2.1005/AU.I/04/0302-3/I/II/2023.

In this agenda, the Company will propose to the Meeting to approve the Company's Annual Report for the financial year ended on 31st December 2022 and ratify the Financial Statements and supervisory duties of the Board of Commissioners for the financial year ended on 31st December 2022.

3. Data/Supporting Material

The Company's Annual Report and Financial Statements for the financial year ended on 31st December 2022 can be downloaded from the Company's website. Further information can be seen at the following link: https://www.unilever.co.id/investor-relations/corporate-publication/annual-reports.html

Second Agenda

Determination of the appropriation of the profit of the Company for the accounting year ended on 31 December 2022

1. Background
   The profit recorded by the Company every year shall be determined for its use and approve by Annual General Meeting of Shareholders. Profit to be determined by the Meeting is profit as recorded in the Company's Financial Statements which have been approved in the first agenda of the Meeting. Taking into account the provisions of Article 10, Article 11 and Article 26 of the Article of Association of the Company juncto Article 70 and 71 UUPT.
2. Explanation
   The determination of the use of the Company's profits will be carried out based on the Meeting decision by taking into account to the provision of Article 10, Article 11 and Article 26 of the Article of Association of the Company juncto Article 70 and Article 71 UUPT.
   The use of Company's net profit for accounting year ended on 31st December 2022 as stated in Financial Statement which were approved in the first agenda will be proposed based on the decision of the Company's Board of Directors Meeting, in which proposal will include the amount to be set aside as a reserve fund and a proposal regarding the amount of dividends to be distributed.
   The Company's net profit for the financial year ended on 31st December 2021 was Rp 5.364.761.000.000 ( ( five trillion three hundred sixty-four billion seven hundred sixty one million Rupiah). The Company has distributed an interim dividend of Rp2.632.350.000.000 (two trillion six hundred thirty two billion three hundred fifty million Rupiah) on 15 December 2023.
   In this agenda, the Company will propose to the Meeting to approve the use of the Company's remaining net profit after deducting the interim dividend for the financial year ended on 31st December 2021.
3. Data/Supporting Material
   The Company's Annual Report and Financial Statements for the financial year ended on 31st December
   2022 can be downloaded from the Company's website. More information can be found on: https://www.unilever.co.id/investor-relations/corporate-publication/annual-reports.html

Third Agenda

Third Agenda Approval of the proposal on the designation of a Public Accountant and/or Public Accountant Firm to audit the books of the Company for the accounting year ended on 31st December 2023 and determination of the honorarium of such Public Accountants and other terms of their designation.

1. Background
   The Company's financial statement shall be audited annually by public accountants and at the Meeting, it will be proposed designation of the public accountant to audit Company's financial statement for the accounting year ended on 31st December 2023. Taking into account the provisions of Article 10, Article 11 , and Article 25.6 of the Article of Association of the Company and Article 68 UUPT juncto article number 2(b) Bapepam-LK Regulations X.K.2.
2. Explanation
   The appointment of a Public Accountant to audit the Company's Financial Statements for the financial year ended on 31st December 2023 needs to be made based on the resolution of the Meeting as required in article 11 of the Company's Articles of Association juncto Article 68 of the Law juncto Number 2(b) of Bapepam-LK X.K.2 Regulation, which in essence the Board of Directors of the Company is obliged to submit the Annual Financial Report to the Public Accountant appointed by the Meeting to be further examined.
   Regarding the criteria of the appointed Public Accountant, the Company will taking into account the provisions of Article 16 paragraph 1 POJK No. 13/POJK.03/2017 concerning the Use of Public Accountant Services and Public Accounting Firm in Financial Services Activities, which stipulates that the use of audit services on annual historical financial information of the same Public Accountant may no later than 3 (three) consecutive years of reporting books, where the use of public accountant services of the Company's Financial Statements to be submitted by the Company as stated below is only 2 (two) financial year, so that it can still be reappointed.
   In this Agenda, The Company proposes to shareholders to re-appoint Public Accountant Budi Susanto with Public Accountant License No.AP.0302 from Public Accounting Firm Siddharta Widjaja and Rekan, KPMG member firm, to conduct audit/examination of the Company's books or records for the financial year ended on December 31, 2022.
3. Data/Supporting Material
   Profile of Public Accountant Firm can be downloaded from the following link https://home.kpmg/id/en/home.html

Fourth Agenda

a. Approval on the proposed reappointment of members of the Board of Directors of the Company.

b. Determination of remuneration of the members of the Board of Directors and the Board of Commissioners of the Company for the accounting year ended on 31 December 2023

a. Approval on the proposal reappointment of members of the Board of Directors of the Company

1. Background

It will be proposed at the meeting to reappoint of Directors of the Company. The term of office of the current members of the Board of Directors of the Company will end at the closing of the Meeting. Therefore, it will be proposed to the Meeting to re-appoint Ira Noviarti as President Director of the Company, Enny Hartati Sampurno as a Director, Willy Saelan as a Director, Ainul Yaqin as a Director, Hernie Raharja as a Director, Shiv Sahgal as a Director, Amaryllis Esti Wirjono as a Director, Anindya Garini Hira Murti Triadi as a Director, Sandeep Kohli as a Director, Vivek Agarwal as a Director, Alper Kulak as a Director, and Nurdiana Darus as a Director. Refer to (i) provision of Article 3 and Article 23 POJK No. 33/POJK.04/2014 regarding the Board of Directors and Board of Commissioners of the Issuer of Public Company and (ii) Article 19 paragraph 2 Article of Association of the Company provides that members of the Board of Directors/Board of Commissioners are appointed and dismissed by the Meeting. The appointment is to be effective on the date specified in the Meeting where he/they appointed, and

terminated at the closing of the third (3) Annual General Meeting of Shareholders after the date of their appointment.

2. Explanation

The re-appointment of the directors of the Company, will be carried out with refer to the provisions of:

1. Article 3, Article 4 and Article Article 21 of POJK No. 33/POJK.04/2014 regarding the Board of Directors and Board of Commissioners of the Issuer of Public Company; and
2. Article 19.2 and Article 19.9 of the Article of Association of the Company.

In this Agenda, the Company will propose to the Meeting to approve the re-appointment of Board of Directors of Company

1. Determination of remuneration of the members of the Company's Board of Directors and Board of
   Commissioners for the accounting year ended on 31st December 2023.

1. Background
   The amount of salary or honorarium and allowances for members of the Board of Directors and Board of Commissioners for accounting year ended on 31st December 2023 need to be determined based on a Meeting decision. Considering the provisions of Article 19 Paragraph 6 and Article 22 Paragraph 5 of the Article of Association of the Company juncto Article 96 and Article 113 UUPT.
2. Explanation
   Determination of salaries or honorarium and allowances for members of the Board of Directors and Board of Commissioners of the Company will be carried out with regard to the provisions of Article 19 paragraph
3. 1. and Article 22 paragraph 5 of the Articles of Association juncto Article 96 and Article 113 of UUPT. In this agenda, the Company will propose to the Shareholders to approve the following:
   1. Determine the amount of honorarium of members of the Board of Commissioners of the Company for the financial year that will end on 31st December 2023, and give full power and authority to the President Commissioner of the Company to determine the details of its allocation for each member of the Board of Commissioners of the Company;
   2. To give full power and authority to the Board of Commissioners of the Company to determine the amount of remuneration of members of the Board of Directors of the Company for the financial year ended on 31st December 2023 and the details of its allocation for each member of the Board of Directors of the Company.

Additional Information:

In addition to the explanations and data related to the above matters, please refer to the data and documents that we have provided, which are as follows:

Important link:

	https://www.unilever.co.id/investor-
Power of Attorney to attend the Meeting	relations/shareholder-information/agm-and-
	egm-related-news.html
	https://www.unilever.co.id/investor-
Procedural Rules of the Meeting	relations/shareholder-information/agm-and-
	egm-related-news.html

As a preventive measure and prevention of the spread of the COVID-19 outbreak, and taking into account the government's directive to impose social restrictions, the Company strongly urges shareholders to: (i) attend and vote electronically via KSEI's Electronic General Meeting System facility ("eASY.KSEI") provided by KSEI or authorize whether through eASY.KSEI or conventional proxy (which form can be downloaded from the above link) to the independent party(ies) appointed by the Company, namely the Company's Securities Administration Bureau, PT Sharestar Indonesia ("BAE").

In case a proxy is given conventionally, the original power of attorney that has been completed with a photocopy of ID card or other ID from the authorizer should be sent to BAE which is located at SOPO DEL Office Tower & Lifestyle Tower B Lantai 18, Jl. Mega Kuningan Barat III, Lot 10.1-6,Kawasan Mega Kuningan, Jakarta Selatan 12950, Telp. 61 21 50815211, E-mail:[e-mail]("BAE Office"), no later than 3 (three) business days before the Meeting is held, i.e., 19th June 2023 at the latest at 16.00 WIB.

Please refer to the invitation of the Meeting and the Procedural Rules of Meeting for further information on the provisions of attendance in the Meeting and the granting of power of attorney (both electronically and conventionally).

Tangerang, 24th May 2023

PT Unilever Indonesia Tbk

Board of Directors