A N N O U N C E M E N T
SUMMARY OF THE MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS FOR THE FINANCIAL YEAR 2024
PT MEDIA NUSANTARA CITRA TBK
(the “Company”)
 
 
In compliance with Article 10 paragraph 16 of the Company’s Articles of Association and Article 51 of the Financial Services Authority Regulation No. 15/POJK.04/2020 on the Planning and Implementation of General Meetings of Shareholders of Public Companies, the Board of Directors of the Company hereby announces the Summary of the Minutes of the Annual General Meeting of Shareholders for Fiscal Year 2024 of the Company (hereinafter referred to as the “Meeting”) as follows:

a. Date, Time, and Venue of the Meeting

Day, Date    : Friday, 20 June 2025
Time           : 14.46 – 16.08 WIB (Western Indonesia Time)
Venue         : MNC Conference Hall, iNews Tower 3rd Floor
                  Jl. Kebon Sirih No. 17-19, Central Jakarta 10340
b. Agendas
  1. Approval of the Annual Report of the Company’s Board of Directors and Supervisory Report of the Board of Commissioners for the Financial Year ending 31 December 2024.
  2. Approval and ratification of the Company’s Financial Statement for the Financial Year ended on 31 December 2024 and granting full release and discharge (acquit et de charge) to the Board of Commissioners and Board of Directors of the Company respectively, for their supervisory and management duties during the Financial Year ended on 31 December 2024.
  3. Approval of the Company’s profit utilization for the Financial Year ended on 31 December 2024.
  4. Approval of the changes to the composition of the Company’s management.
  5. The appointment of an Independent Public Accountant to audit the Company’s Financial Year ended on 31 December 2025 and granting the authority to the Board of Directors to determine the fees of the Independent Public Accountant, as well as other requirements appointment.
  6. Approval of the amendment of the Company’s Articles of Association.

c. Attendance of Members of the Company’s Board of Commissioners and Board of Directors 

Board of Commissioners

Commissioners

Syafril Nasution

Independent Commissioners

Joel Richard Hogarth*)
*) attended online (virtually)
 

Board of Directors

President Director

Noersing

Vice President Director

Kanti Mirdiati Imansyah

Director

Valencia Herliani Tanoesoedibjo

Director

Ruby Panjaitan

Director

Tantan Sumartana

Director

Dini Aryanti Putri

Director

Cahyarina Agustina Asri
 
d. Attendance of Shareholders or Proxies
The total number of shares with valid voting rights present at the Meeting was 10,632,799,261 representing 70.68370% of the total shares of the Company with valid voting rights.

e. Opportunity to Raise Questions and/or Express Opinions
In each agenda item of the Meeting, the shareholders or their proxies were given the opportunity to raise questions and/or express opinions related to the respective agenda item.
 
The number of shareholders or proxies who raised questions and/or expressed opinions on the Meeting agenda items is as follows:
 

Agenda

Number of Shareholders or Proxies

1

There were 3 (three) shareholders or their proxies who raised questions.

2

There were no shareholders or shareholder proxies who raised questions and/or provided opinions.

3

There were no shareholders or shareholder proxies who raised questions and/or provided opinions.

4

There were no shareholders or shareholder proxies who raised questions and/or provided opinions.

5

There were no shareholders or shareholder proxies who raised questions and/or provided opinions.

6

There were no shareholders or shareholder proxies who raised questions and/or provided opinions.
 
f. Voting Mechanism
Resolutions on the agenda items were made based on deliberation to reach a consensus. In the event that consensus could not be reached, resolutions were made through voting, either verbally or electronically via the eASY.KSEI system.

g. Voting Result 

Agenda

Number of Votes (Shares)

Acceptance

Reject

Abstain

1

10.464.614.761

526.400

167.658.100

2

10.454.867.461

10.273.700

167.658.100

3

10.471.887.761

9.931.200

150.980.300

4

8.721.200.666

1.760.769.495

150.829.100

5

10.375.211.993

112.186.668

145.400.600

6

8.727.047.466

1.754.940.495

150.811.300
 
h. Meeting Result

First Agenda
To approve and accept both the Annual Report of the Board of Directors, including the Company’s Sustainability Report, and the Report on the Supervisory Duties of the Board of Commissioners regarding the Company's operations for the Financial Year ended on 31 December 2024.
 
Second Agenda
To approve and ratify the Company’s Financial Statements for the financial year ended on December 31, 2024, which have been audited by the Public Accounting Firm Kanaka Puradiredja Suhartono. Furthermore, granted full release and discharge (acquit et de charge) to the Company’s Board of Directors and Board of Commissioners for their management and supervisory actions performed during the financial year ended on 31 December 2024, to the extent that such actions are reflected in the audited Financial Statements of the Company for the financial year ended on December 31, 2024, and by taking into account the Company’s Annual Report of the Board of Directors for the financial year ended on 31 December 2024.
 
Third Agenda
  1. To approve the Company's profit utilization for the Financial Year ended on 31 December 2024 as follows:
    1. Rp1,000,000,000 (one billion rupiah) will be recorded as a reserve fund in order to comply with the Company's Articles of Association and Law No. 40 of 2007 regarding Limited Liability Companies.;
    2. There is no distribution of the Company's dividends for the Financial Year ended on 31 December 2024; and
    3. The remaining profits of the Company will be recorded as retained earnings, including to strengthen the Company's capital and business development, in line with the development of the media and entertainment industry, especially in the digital sector.
  1. To determine the distribution of bonuses, wherein the Company’s Board of Directors was given the authority to determine the amount of the bonus and the implementation of its distribution;
  2. To approve the granting of authority to the Company’s Board of Directors to use the profits, as mentioned above, one thing or another without any exceptions while still taking into account the regulations in the capital market.
Fourth Agenda
  1. To approve the changes in the composition of the Board of Commissioners and determine that effective as of the closing of the Meeting, the composition of the Company’s Board of Commissioners and Board of Directors shall be as follows:
Board of Commissioner
President Commissioner : Hary Tanoesoedibjo
Commissioner : Syafril Nasution
Independent Commissioner : Joel Richard Hogarth
 
Direksi
President Director : Noersing
Vice President Director : Kanti Mirdiati Imansyah
Director : Valencia Herliani Tanoesoedibjo
Director : Ruby Panjaitan
Director : Tantan Sumartana
Director : Dini Aryanti Putri
Director : Cahyarina Agustina Asri

  1. To grant the authority with the right of substitution to the Company's Board of Directors to take all necessary actions in connection with the changes in the composition of the Company's Board of Commissioners and Board of Directors as mentioned above, including but not limited to making or requesting to be made, as well as signing all deeds related to it before a Notary and notifying the decision to the authorized party in accordance with applicable laws and regulations.
  2. To grant the authority and power to the Company's Board of Commissioners to determine the amount of remuneration for members of the Company's Board of Commissioners and Board of Directors for the 2025 Financial Year by considering the proposals and recommendations of the Company's Nomination and Remuneration Committee.
Fifth Agenda
  1. To approve the granting of authority to the Company's Board of Directors with the approval of the Company's Board of Commissioners to appoint the Company's Public Accountant and/or Public Accounting Firm who will audit the Company's books for the Financial Year ended on 31 December 2025.
  2. To grant full authority and power to the Company’s Board of Directors to determine the honorarium and other requirements related to the appointment of the Company’s Public Accountant and/or Independent Public Accounting Firm.
Sixth Agenda
  1. To approve the removal of the provisions of Article 15 paragraph 4 of the Company's Articles of Association, which states: "The Board of Directors is obliged to announce legal acts to transfer or as collateral for debt or release rights to the Company's assets as referred to in paragraph 3 of this Article, in 2 (two) Indonesian language daily newspapers, 1 (one) of which is widely circulated in the territory of the Republic of Indonesia and 1 (one) of which is published at the Company's domicile as determined by the Board of Directors, no later than 30 (thirty) days from the date of the legal act."
  2. To grant the power and authority to the Company's Board of Directors with the right of substitution to take all necessary actions in connection with the elimination of Article 15 paragraph 4 of the Company's Articles of Association, including but not limited to preparing changes to Article 15 of the Company's Articles of Association and restating the changes to the Articles of Association in a Notarial Deed and submitting it to the authorized agency to obtain approval and/or a receipt for notification of changes to the Company's Articles of Association, to do everything deemed necessary and useful for such purposes with none being excluded, including making additions and/or changes to the changes to the Articles of Association if such is required by the authorized agency in accordance with applicable laws and regulations.
 
Jakarta, 24 June 2025
PT Media Nusantara Citra Tbk
Board of Directors