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 plan of holding the Annual General Meeting of Shareholders ("AGM")) and Extraordinary General Meeting of Shareholders ("EGM") of PT Indofood CBP Sukses Makmur Tbk (the “Company") which will be held on Wednesday, May 29, 2019, the following an explanation of each item of the agenda 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, 2018 (including the report on the realization of the use of public offering proceeds).

Explanation:

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, 2018 to seek approval from AGM. The annual report of the Company is available and accessible through the Company’s website

click here to download.

Item 2 of the Agenda
Approval of the Company’s Balance Sheet and Income Statement for the year ended December 31, 2018

Explanation:

The Board of Directors of the Company will propose to AGM to accept and to approve the Company’s Financial Statements including Balance Sheet and Income Statement for the year ended December 31, 2018, which were audited by Public Accountant firm “Purwantono, Sungkoro & Surja” with unmodified opinion as stated in the Report No. 00234/2.1032/AU.1/04/0696-2/1/III/2019 dated March 19, 2019, which presented in and is 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, 2018.

Explanation:

The Board of Directors of the Company will propose to AGM the use of net profit of the Company for the year ended December 31, 2018.

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

Explanation:

The Board of Directors of the Company will propose to AGM for the changes of the Company’s board with consideration on Nomination and Remuneration Committee’s discussion and evaluation results. Curriculum vitae of new members of the Board of Directors are available and accessible through the Company’s website.

Sulianto Pratama (Candidate for Director)

Mr. Sulianto Pratama, 54, an Indonesian citizen, is currently serves as Director of PT Indofood Sukses Makmur Tbk (2018-present). He heads the Food Seasonings Division and Food Ingredients unit operations. He served as Director of ICBP (2009-2018), President Director of PT Indosentra Pelangi (2005-2009) and PT Indobiskuit Mandiri Makmur (2008-2009), until the two companies merged with ICBP in 2009.
Mr. Pratama studied Accounting at Sekolah Tinggi Ilmu Ekonomi Yayasan Administrasi Indonesia, Jakarta.

Mark Julian Wakeford (Candidate for Director)

Mr. Mark Julian Wakeford, 55, a British citizen, is currently Division Head of Investor Relations of the Company. He is also President Director of the PT Salim Ivomas Pratama Tbk (2007-present), Executive Director and CEO of Indofood Agri Resources Ltd. (“IndoAgri”) (2007-present), Director of PT PP London Sumatra Indonesia Tbk (“LSIP”) (2007-present), and President Director of PT Lajuperdana Indah (2010-present).
He started his career at Kingston Smith & Co. in London, England. He has worked in the plantation industry since 1993, working in plantation companies in Indonesia, Papua New Guinea and Thailand. He was the Finance Director of LSIP before moving to Pacific Rim Plantations Limited (“PRPOL”) as Chief Financial Officer, based in Papua New Guinea. In 1999, he became CEO and Executive Director of PRPOL. PRPOL was sold to Cargill in 2005, he spent one year with Cargill, prior to joining IndoAgri in January 2007.
Mr Wakeford was trained and qualified as a Chartered Accountant in London, England. He also attended the Senior Executive Programme at the London Business School.

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.

Explanation:

The Board of Directors of the Company will propose to AGM on the Nomination and Remuneration Committee’s recommendation for the total remuneration to be paid by the Company to the member of the Board of Commissioners and the Board of Directors of the Company which effect from January 1, 2019 to December 31, 2019.

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 of engagement of the Public Accountant.

Explanation:

The Board of Directors of the Company will propose to AGM on the Board of Commissioners and Audit Committee’s recommendation to re-appoint “Purwantono, Sungkoro & Surja”, as the Company’s Auditor to audit the Company’s Financial Statement for the year ended December 31, 2019, as well as to authorize the Board of Directors of the Company to determine the honorarium of the said Registered Public Accountant and other conditions related to the appointment.

THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY

The Agenda
Amendment of the Article 3 of the articles of association of the Company in order to comply with the Indonesian Standard Classification of Line of Business 2017 as required for the Online Single Submission (OSS).

Explanation:

The Board of Directors of the Company will propose to EGM for the amendment of the Article 3 of the articles of association of the Company in order to comply with the Indonesian Standard Classification of Line of Business 2017 as required for the Online Single Submission (OSS).

The draft of the proposed changes to the provisions of Article 3 of the Company's articles of association is available and accessible through the Company’s website.

Click here to download.