EXPLANATION OF THE AGENDA
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
AND
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

PT INDOFOOD CBP SUKSES MAKMUR Tbk

In connection with the Annual General Meeting of Shareholders ("AGM") and the Extraordinary General Meeting of Shareholders (“EGM”) of PT Indofood CBP Sukses Makmur Tbk (the “Company") to be held on Friday, August 27, 2021, the explanation of each agenda agenda of AGM and EGM of the Company to be discussed are as follows:

THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY

Item 1 of the Agenda
Acceptance and approval of the annual report of the Board of Directors on the activities and financial results of the Company for the year ended December 31, 2020.

The Board of Directors of the Company will submit the annual report of the Board of Directors on the activities and financial results of the Company for the year ended December 31, 2020 to seek approval from the AGM. The annual report of the Company is available and can be accessed through the Company’s website.

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Item 2 of the Agenda
Approval of the Company’s Balance Sheet and Income Statement for the year ended December 31, 2020

The Board of Directors of the Company will propose to the AGM to accept and to approve the Company’s Financial Statements including Balance Sheet and Income Statement for the year ended December 31, 2020, which were audited by Public Accountant Firm “Purwantono, Sungkoro & Surja” with unmodified opinion as stated in the Report No. 00246/2.1032/AU.1/04/0685-1/1/III/2021 dated March 19, 2021, which presented in and as part of the annual report of the Company as described above.

Item 3 of the Agenda
Determination of the use of net profit the Company for the year ended December 31, 2020.

The Board of Directors of the Company will propose to the AGM the use of net profit of the Company for the year ended December 31, 2020.

Item 4 of the Agenda
Changes of the Company’s Board.

In relation to the expiry of the office term of current members of the Board of Commissioners and the Board of Directors of the Company at the closing of the Company’s AGM in 2021, the Board of Directors will submit to the Company’s AGM, the proposal and/or the recommendation from the Company’s Nomination and Remuneration Committee to:

a. re-appoint Mr. FG. Winarno, an independent commissioner of the Company as member of the Board of Commissioners of the Company;
b. re-appoint all current members of the Board of Directors and members of the Board of Commissioners other than the Independent Commissioners of the Company;
c. appoint 2 (two) new Independent Commissioners as members of the Board of Commissioners of the Company; and
d. appoint new member of the Board of Directors of the Company.

The curriculum vitae of all current members of the Board of Commissioners and the Board of Directors of the Company are available in the Company’s Annual Report, while the curriculum vitae of the candidates of new Independent Commissioners and new member of the Board of Directors of the Company can be accessed through the link below.

Mr. Bambang Subianto, an Indonesian citizen, was born in Madiun, 10 January 1945.

Currently, he serves as an Independent Commissioner of PT Indofood Sukses Makmur Tbk (2015-present). He also serves as Independent Commissioner of PT Indoritel Makmur Internasional Tbk (2013-present) and Independent Commissioner of PT Medco Energi Internasional Tbk (2016-present).

He was previously the Minister of Finance of the Republic of Indonesia (1998-1999) and Director General of Financial Institutions at the Finance Department of the Republic of Indonesia (1992-1998). Between 1988-2015, he has served as President Commissioner of PT Kliring Deposit Efek Indonesia, PT Bursa Efek Surabaya, PT Asuransi Jasindo (Persero), PT Telekomunikasi Indonesia Tbk, PT Apexindo Pratama Duta Tbk, and PT Jamsostek (Persero); and as Independent Commissioner of PT Unilever Indonesia Tbk. He was a Lecturer at the Faculty of Economics, University of Indonesia (1974-2005).

Mr. Subianto obtained a Bachelor’s degree in Chemical Engineering from the Bandung Institute of Technology in 1973, a Master of Business Administration in Finance & Business Economics in 1981 and a Doctoral degree in Economics of Industrial Organization from the Catholic University of Leuven, Belgium in 1984.

Mr. Adi Pranoto Leman, an Indonesian citizen, was born in Surabaya, 25 November 1953.

Currently, he serves as an Independent Commissioner of PT Indofood Sukses Makmur Tbk (2015-present). He also serves as Independent Commissioner of PT Indoritel Makmur Internasional Tbk (2013-present) and Audit Committee member of PT Fast Food Indonesia Tbk (2011-present).

Previously, he was a Partner at Purwantono, Sarwoko & Sandjaja (2002-2007), Chairman of the Public Accountant Professional Standards Committee and Chairman of Education and Training at IAI-KAP (2005- 2008), member of Risk Monitoring Committee (2007-2014) and member of Audit Committee (2014-2020) at PT Bank Permata Tbk and Chairman of PT Infinity Capital (2007-2018). He has served as Independent Commissioners of ICBP (2010-2014).

Mr. Leman obtained a Bachelor’s degree in Accounting from Airlangga University in Surabaya in 1978.

Ms. In She, Indonesian citizen, was born in Palembang on October 8, 1974. She earned a Bachelor of Economic degree from Parahyangan Catholic University in 1997.

She started her professional career at PT Inti Salim Corpora in 1999 for five years. In 2004, she joined Controller Division of PT Indofood Sukses Makmur Tbk, and then was subsequently appointed as Assistant to CEO and President Director of the Company until now.

Currently, she also serves as Director of PT Indofood Fortuna Makmur and Commissioner of PT Tirta Sukses Perkasa, the subsidiaries of the Company.

Item 5 of the Agenda
Determination of the remuneration of all members of the Board of Commissioners and members of the Board of Directors of the Company.

The Board of Directors of the Company will propose to the AGM the total remuneration to be paid by the Company to all member of the Board of Commissioners and members of the Board of Directors of the Company which effect from January 1, 2021 to December 31, 2021.

Item 6 of the Agenda
Appointment of the Public Accountant of the Company and give the authorization to the Board of Directors to determine the fees and other terms.

Based on recommendation from the Board of Commissioners of the Company, the Board of Directors will propose to the AGM the appointment of the Public Accountant who is part of the Public Accountant Firm “Purwantono, Sungkoro & Surja”, to audit the Company’s Financial Statements for the year ended December 31, 2021, as well as to fully authorize the Board of Directors of the Company to determine the honorarium and other terms and conditions related to its appointment.

THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY

The Agenda
Amendment of the entire Articles of Association of the Company in order to comply with the provisions of the Indonesian Financial Services Authority Regulation No.15/POJK.04/2020 dated 20 April 2020 regarding Planning and Holding of the General Meeting of Shareholders of the Listed Company.

The Board of Directors of the Company will propose to the EGM amendment of the entire Articles of Association of the Company in order to comply with the provisions of the Indonesian Financial Services Authority Regulation No.15/POJK.04/2020 dated 20 April 2020 regarding Planning and Holding of the General Meeting of Shareholders of the Listed Company.
The draft of the proposed amendment to the Company’s articles of association is available and can be accessed through the Company’s website.

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