Jakarta, 24 January 2023 – Implementation of the Extraordinary General Meeting of Shareholders (EGMS) of PT Semen Baturaja (Persero) Tbk (SMBR) which was held at the Sari Pacific Hotel Jakarta (24/01).

The meeting was held face to face at the Sari Pacific Hotel Ballroom Palace and electronically using KSEI’s Electronic General Meeting System facility (KSEI’s eASY system). At the EGMS, 2 (two) main agenda items were scheduled, namely changes to the Company’s Articles of Association and Changes to the Company’s Management.

The EGMS which began at 14.35 WIB was attended by majority and minority shareholders. The event was opened by President Commissioner Franky Sibarani and continued with the discussion of the first item on the agenda, changes to the Company’s Articles of Association.

The changes to the Company’s Articles of Association are based on the joining of SMBR with PT Semen Indonesia (Persero) Tbk (SIG) in holding the cement sub-cluster. The end of 2022 was a historic milestone for SMBR, in which the integration process of SMBR into SIG was successfully completed and has completed all stages of establishing the cement sub-cluster SOE holding which was marked by the signing of the Deed of Share Transfer Agreement on December 19, 2022 between the Republic of Indonesia and SIG. Where as many as 7,499,999,999 (seven billion four hundred ninety nine million nine hundred ninety nine thousand nine hundred ninety nine) RI State-owned Series B shares in SMBR changed their ownership to SIG, so that SMBR’s status changed to Non-Persero and became one of a SIG subsidiary.

The Republic of Indonesia still holds 1 (one) Series A Dwiwarna share, SIG owns 7,499,999,999 Series B shares and the Public owns 2,432,534,336 Series B shares. In addition to the name change, the EGMS also decided to amend several articles in the Company’s articles of association, including other matters relating to capital, shares, duties, powers and obligations of the directors, board of directors meetings, annual work plans and budgets, and other articles governing the articles of association.

In the second agenda item there is a change in the composition of the Company’s Management. Respectfully dismissed members of the Board of Commissioners, namely Independent Commissioner Darusman Mawardi and Commissioner Oke Nurwan and appointed Hadi Daryanto as Commissioner of the Company.

In addition, the EGMS also honorably dismissed members of the SMBR Board of Directors, namely the Director of Marketing, Mukhamad Saifudin and the Director of General Affairs & HR, Gatot Mardiana. Furthermore, there was a change in the nomenclature of the Director of Finance and Risk Management to become a Director (Finance and HR Function), the Director of Production and Development to a Director (Company Operations Function), so that the management composition changed to the following:

The following is the latest composition of the SMBR Board of Commissioners:
Main Commissioner : Franciscus M.A Sibarani
Independent Commissioner : Chowadja Sanova
Commissioner : Hadi Daryanto

The following is the current composition of the Board of Directors of Semen Baturaja:
Main Director : Daconi Khotob
Director (Financial Function and HR of the Company): Tubagus Muhammad Dharury
Director (Company Operations Function): Suherman Yahya

It briefly describes performance in 2022, amidst declining demand in the Sumatra region, especially Southern Sumatra (Sumbagsel) which is the base market area, SMBR was able to increase cement sales volume by 4% so that SMBR’s market share in Sumbagsel became 34% or grew 3%. This performance growth is inseparable from the consistency of SMBR Management in implementing strategic initiatives such as strengthening market position, cost leadership through the SMBRGO45 program and efforts to increase employee competency.

The formation of sectoral SOE holdings is part of the government’s strategic planning in optimizing the role of SOEs as agents of development or at the forefront of government initiatives. Sectoral holdings are carried out through BUMN restructuring by way of sharper mapping and regrouping/consolidation to achieve a more ideal number and scale of BUMN businesses. The restructuring of the management of BUMN including its subsidiaries is carried out in order to focus on the core business so that performance is more optimal and the creation of a more conducive business climate in the private sector.

The end of 2022 recorded a historic moment that completed all stages of the formation of the cement sub-cluster BUMN holding, the integration of Semen Baturaja (SMBR) into the SIG holding. BUMN The cement sub-cluster is listed as a BUMN holding which was first formed in 1995 through the consolidation of Semen Gresik, Semen Padang, and Semen Tonasa. The cement cluster SOE holding was continued with the formation of the strategic holding company Semen Indonesia (SIG) on January 7 2013. SMBR integration is one of the important milestones of the entire SOE transformation plan for streamlining and clustering of the cement sub-cluster.

Semen Baturaja was established on November 14, 1974 with share ownership by Semen Gresik and Semen Padang. SMBR continues to experience development and became a public company on March 14, 2013. For almost half a century, SMBR has been the pride of the people of South Sumatra. SMBR products have been used in national strategic projects, one of which is the Palembang Light Rail Transit (LRT) masterpiece, the Palembang-Indralaya toll road, the Sumsel 8 Steam Power Plant (PLTU), and many others.

SIG Director Donny Arsal emphasized that SMBR is a force in Southern Sumatra. The integration of Semen Baturaja into SIG has enormous potential for synergy to support the position and complement the footprint of the Cement Sub-Cluster SOEs, especially in the Sumatra region which is the second largest domestic market, win fierce competition and provide maximum benefits for the community and the State, as well as solidify steps SIG to become the leading building materials solution provider in the region.

Semen Baturaja has joined the holding by becoming a subsidiary of SIG through the addition of state capital in the form of inbreng to SIG based on PP 72/2016 with the Pre-emptive Rights (HMETD) mechanism. According to the Deputy Minister of BUMN II Kartika Wirjoatmodjo in the signing of the Deed of Inbreng of SMBR shares into SIG shares on December 19 2022, the BUMN Sub Cluster of Cement will encourage the recovery of the cement industry in the next two to three years through innovation, optimization and efficiency to overcome cost burden, maintaining cost structure and EBITDA consistency.

The HMETD mechanism also provides additional capital from the public/public participating in the HMETD purchase through a rights issue. The entire rights issue process was successfully carried out on December 28, 2022 with a total order reaching 96.9% of all transactions. The absorption of this rights issue shows the high interest and participation of public shareholders and the level of trust in BUMN.

SOE Minister Erick Thohir revealed that the corporate action in the form of a rights issue was intended to keep BUMN capital from relying too heavily on debt. This strategy is important to encourage the potential expansion of the BUMN business in the future. Additional capital is intended for SOEs with industries that have good prospects and potential going forward.

In the midst of national economic recovery after the Covid-19 pandemic, this integration momentum is expected to help realize the 2020-2024 National Medium Term Development Plan (RPJMN) agenda, namely strengthening economic resilience for quality growth through non-oil and gas export growth and strengthening economic development infrastructure and basic services by ensuring the smooth supply and distribution of adequate cement supplies for a better and more sustainable development of the nation.