ICBP EN

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, July 15, 2020, the following is explanation for each item of the agenda as follows:

THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY

The First 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, 2019 (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, 2019 to seek approval from AGM. Such report mostly described in the Annual Report prepared by the Board of Directors as further assessed by the Board of Commissioners of the Company, which is available in pdf format which can be downloaded from and accessible through the Company’s website. The Annual Report of the Company also contained the report on the supervisory duty of the Board of Commissioners of the Company for the year ended December 31, 2019.

click here to download.

The Second Agenda
Approval of the Company’s Balance Sheet and Income Statement for the year ended December 31, 2019

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, 2019, which were audited by Public Accountant firm “Purwantono, Sungkoro & Surja” with unmodified opinion as stated in the Report No. 00270/2.1032/AU.1/04/0691-1/1/III/2020 dated March 20, 2020, which presented in and is part of the annual report of the Company as described above.

The Third Agenda
Determination of the use of net profit the Company for the year ended December 31, 2019.

Explanation:

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, 2019.

The Fourth 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 the recommendation from the Nomination and Remuneration Committee of the Company for the total remuneration of the Board of Commissioners and the Board of Directors of the Company from January 1, 2020 to December 31, 2020.

The Fifth 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.

Explanation:

TThe Board of Directors of the Company will submit the recommendation from the Board of Commissioners and Audit Committee of the Company which proposes the AGM to re-appoint “Purwantono, Sungkoro & Surja”, as the Company’s Auditor to audit the Company’s Consolidated Financial Statements for the year ended December 31, 2020, as well as to authorize the Board of Directors of the Company to determine the honorarium and other conditions.

The Agenda
The approval of the proposed acquisition of all shares of Pinehill Company Limited, a holding company duly established under the laws of the British Virgin Islands, which is owned by Pinehill Corpora Limited, an affiliated party of the Company and Steele Lake Limited, a non-affiliated party of the Company.

Explanation:

The Board of Directors of the Company will propose to EGM to approve the proposed acquisition of all shares of Pinehill Company Limited, a holding company duly established under the laws of the British Virgin Islands, which is owned by Pinehill Corpora Limited, an affiliated party of the Company and Steele Lake Limited, a non-affiliated party of the Company.

TThe Information Memorandum to the Shareholders in connection with the proposed acquisition as mentioned above is available and can be downloaded through the Company’s website.

Click here to download.