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Agenda Material of Annual General Meeting of Shareholders 15 July 2020PT Sinar Mas Agro Resources and Technology Tbk

Meeting Time, Venue and Agenda

MEETING TIME AND VENUE

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PT Sinar Mas Agro Resources and Technology Tbk (the “Company”) will hold its Annual General Meeting of Shareholders (“Meeting”) on:

Day/Date : Wednesday, 15 July 2020Time : 10.00 WIB (Western Indonesian Time Zone) until finishVenue : Danamas Room

Sinar Mas Land Plaza, 2nd Tower, 39th FloorJalan MH. Thamrin No. 51Central Jakarta 10350

MEETING AGENDA

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1. Approval on the Annual Report of the Company for fiscal year ended on31 Desember 2019;

2. Approval and ratification of the Company’s annual account as well as the report on supervisory duties of the Board of Commisioners for fiscal year ended on 31 Desember 2019 and granting the full acquittal of responsibility (acquit et de charge) to the Board of Directors and the Board of Commissioners of the Company over any management and supervision conducted by them during the fiscal year ended on 31 Desember 2019;

3. Enactment and approval on the Company’s profit appropriation for the fiscal year ended on 31 Desember 2019;

4. Approval on the appointment of the Board of Directors and Board of Commissioners’ members of the Company for the 2020-2025 service period;

5. Determination of salary, honorarium and/or allowances of the Company’s Board of Commissioners and granting authority to the Board of Commisioners to determine the salary, honorarium and/or allowances of the members of the Company’s Board of Directors;

MEETING AGENDA

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6. Appointment of the Independent Public Accountant to audit the Company’s financial books for the fiscal year ended on 31 December 2020 and granting the authority to the Board of Directors of the Company to determine the honorarium of the Independent Public Accountant and other requirements of the appointment thereof;

7. Approval on the amendments of the Company’s Articles of Association; and

8. Approval on the granting of power and authorities to the Board of Directors of the Company in the form of assignment or securing of the Company’s assets which have a value of more than 50% (fifty percent) of the Company’s net assets in 1 (one) or more transactions, either in relation to one another or not.

Meeting Agenda Explanation

AGENDA EXPLANATION

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• All agendas, except for the fourth, seventh and eighth agendas, are routine discussions held during the Company’s Annual General Meeting of Shareholders (“GMS”). These agendas are in compliance with the provisions of the Articles of Association of the Company and Law Number 40 Year 2007 regarding Limited Liability Company (“UUPT”)

• Material relating to the first and second agendas, i.e. the Company’s 2019 Annual Report including Consolidated Financial Statements of the Company and Its Subsidiaries for the Year Ended 31 December 2019 is available in the Company’s website: https://www.smart-tbk.com/wp-content/uploads/2020/06/Annual-Report-2019-PT-SMART-Tbk.pdf

• In accordance to article 20 section 2 Jo article 23 section 4 of the Company’s Articles of Association, the fourth agenda i.e. the appointment of the Company’s members of Board of Directors and Board of Commissioners is approved by GMS. Profiles of the candidates are shown on pages 10-23.

AGENDA EXPLANATION

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• Seventh agenda of changes on the Company’s Articles of Association is in accordance with:– Head of the Central Statistics Agency Regulation No. 19 Year 2017 regarding the Amendment to

the Head of the Central Statistics Agency Regulation No. 95 Year 2015 on Standard Classification of Indonesian Business Field, which is on Article 3 of the Company’s Articles of Association regarding the Purpose, Objective and Business Activity of the Company; and

– Financial Services Authority (“OJK”) Regulation No. 15/POJK.04/2020 regarding Planning and Holding General Meeting of Shareholders of Public Listed Companies, and OJK Regulation No. 16/POJK.04/2020 regarding Implementation of Electronic General Meeting of Shareholders of Public Listed Companies, each dated on 20 April 2020, as well as recomposing the entire Articles of Association of the Company.

• Referring to article 21 section 8.4 of the Company’s Articles of Association Jo article 102 of UUPT, for the eighth agenda, the Board of Directors is obliged to sought approval from the GMS in the case of assignment or securing of the Company’s assets which have a value of more than 50% (fifty percent) of the Company’s net assets in 1 (one) or more transactions, either in relation to one another or not. In this case, the assignment or securing of the Company’s assets is conducted in order to obtain loans and/or financing in the future.

Profiles of the Candidates of Board of Directors and Board of Commissioners

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FRANKY OESMAN WIDJAJACANDIDATE FOR THE COMPANY’S PRESIDENT COMMISSIONER

Age: 62 years

Citizenship: Indonesian

Education: Bachelor of Commerce, Aoyama Gakuin University, Japan (1979)

Work experiences:• President Commissioner of the Company (since 2003)• Member of Nomination and Remuneration Committee of the Company (since 2015)• President Commissioner of PT Dian Swastatika Sentosa Tbk (since 2011)• President Commissioner of PT Purimas Sasmita (since 2002)• President Commisioner of PT Plaza Indonesia Realty Tbk (since 2001)• Chairman (since 2000) and Chief Executive Officer (since 1996) of Golden Agri-Resources Ltd.• Vice President Commissioner of PT Puradelta Lestari Tbk (1996-2016)• Member of Board of Commissioners of PT Bumi Serpong Damai Tbk (1997, 2000-2015)• Member of Board of Directors or Board of Commissioners of PT Duta Pertiwi Tbk (1985-2015)• Member of Board of Directors of the Company (1991-2003)• Member of Board of Directors of PT Purimas Sasmita (1992-2002)• Director of PT Plaza Indonesia Realty Tbk (1983-2001)

Organisational positions:• Co-Chairman of Partnership for Indonesia Sustainable Agriculture (PisAgro)• Co-Chair World Economic Forum (WEF): Grow Asia (until August 2019)• Member of WEF: Global Agenda Trustee for World Food Security and Agriculture Sector• Vice Chairman of the Indonesian Chamber of Commerce and Industry (KADIN) for Agribusiness, Food

and Forestry Sector• Member of the Advisory Board of the Indonesian Palm Oil Association (GAPKI)• Member of the Advisory Board of the Indonesian Food Beverage Entrepreneurs Association (GAPMMI)• Member of the Advisory Board of the Indonesian Listed Companies Association (AEI)• Member of the Advisory Council of the Indonesian Employers Association (APINDO)

MUKTAR WIDJAJACANDIDATE FOR THE COMPANY’S VICE PRESIDENT COMMISSIONER

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Age: 65 years

Citizenship: Indonesian

Education: Bachelor of Commerce, Concordia University, Canada (1976)

Work experiences:• Vice President Commissioner of the Company (since 2008)• President Commissioner of PT Bumi Serpong Damai Tbk (since 2007)• President Commissioner of PT Duta Pertiwi Tbk (since 2007)• President Commissioner of PT Puradelta Lestari Tbk (since 2001)• Executive Director (since 2018) and President (since 2000) of Golden Agri-Resources Ltd.• Vice President Commissioner of PT Dian Swastatika Sentosa Tbk (2011-2013)• Member of Board of Directors of the Company (1992-2008)• Member of Board of Directors of PT Duta Pertiwi Tbk (1988-2007)• Vice President Director of PT Bumi Serpong Damai Tbk (2006-2007)• Commissioner of PT Sinar Mas Multiartha Tbk (1985-2005)

RAFAEL BUHAY CONCEPCION, JR.CANDIDATE FOR THE COMPANY’S VICE PRESIDENT COMMISSIONER

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Age: 53 years

Citizenship: Filipino

Education:• Master in Business Management, the Asian Institute of Management, the Philippines (1992)• Bachelor of Science in Economic, the University of the Philippines (1988)

Work experiences:• Commissioner of the Company (since 2008)• Member of Nomination and Remuneration Committee of the Company (since 2015)• Executive Director (since 2002) and Chief Financial Officer (since 2013) of Golden Agri-Resources Ltd.• Director of the Company (2004-2008)• Joined the Company in 1997 as General Manager Finance• Corporate and Financial Planning Pilipinas Shell Petroleum Corporation, the Philippines (1992-1997)• Corporate Planning San Miguel Corporation, the Philippines (1989-1990)

IR. LUKMONO SUTARTOCANDIDATE FOR THE COMPANY’S COMMISSIONER

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Age: 62 years

Citizenship: Indonesian

Education: Bachelor of Mechanical Engineering, Trisakti University, Jakarta (1984)

Work experiences:• Independent Director of the Company (since 2013)• Joined the Company in 2010 and was appointed as a Director in 2012• Marketing Director of PT Asia Putra Perkasa (1998-2009)• Production Director of PT Hadinata Brothers & Co (1989-1997)• Branch Manager of PT Astra International Inc (1984-1988)

PROF. DR. TEDDY PAWITRACANDIDATE FOR THE COMPANY’S INDEPENDENT COMMISSIONER

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Age: 84 years

Citizenship: Indonesian

Education:• PhD in Economics (Cum Laude), Airlangga University, Surabaya (in cooperation with Erasmus University,

Rotterdam) (1985)• Master of Business Administration, University of Minnesota, USA (1965)• Bachelor of Macro and Business Economics, Airlangga University, Surabaya (1963)

Work experiences:• Independent Commissioner (since 2002) and Chairman of Nomination and Remuneration Committee (since 2015) of the Company• Independent Commissioner (since 2008) and Chairman of Nomination and Remuneration Committee (since 2015) of PT Bumi Serpong

Damai Tbk• Independent Commissioner (since 2003) and Chairman of Nomination and Remuneration Committee (since 2015) of PT Duta Pertiwi Tbk• Independent Commissioner of PT Puradelta Lestari Tbk (since 2013)• President Director of PT Swadayanusa Kencana Raharja (since 2001)• Adjunct Professor, Postgraduate Programme in Management, Faculty of Economics and Business, University of Indonesia (since 1990)• Professor, Postgraduate Programme in Management, Widya Mandala Catholic University, Surabaya (since 2012)• Chairman of Audit Committee of PT Bumi Serpong Damai Tbk (2008-2012)• Chairman of Audit Committee of PT Duta Pertiwi Tbk (2003-2011)• Chairman of Audit Committee of the Company (2002-2010)• Independent Commissioner of PT Pabrik Kertas Tjiwi Kimia Tbk and PT Indah Kiat Pulp & Paper Tbk (2002-2007)• President Commissioner of Bank Internasional Indonesia (1999-2000)• Professor, Faculty of Economics, Tarumanagara University (1992-1999)• President Director of several companies under Mercedes Benz Indonesia, namely PT Star Engines Indonesia (1984-1994), PT Lima Satrya

Nirwana (1984-1987), PT German Motors Manufacturing (1979-1994), and PT Star Motors Indonesia (1970-1994)• Director of PT Gading Mas, Surabaya (1966-1969)• Asistant in Public Accountant Drs. Utomo & Mulia (1965-1966)

Organisational position: Member of American Marketing Association (since 1988)

PROF. DR. SUSIYATI B. HIRAWANCANDIDATE FOR THE COMPANY’S INDEPENDENT COMMISSIONER

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Age: 73 years

Citizenship: Indonesian

Education:• Active Professor, Faculty of Economics, University of Indonesia, Jakarta (2006)• Doctor of Philosophy in School of Public Policy, University of Birmingham, United Kingdom (1990)• Master of Social Science in Development Administration, University of Birmingham, United Kingdom (1982)• Diploma in Development of Finance, University of Birmingham, United Kingdom (1980)• Bachelor in Corporate Economics, Faculty of Economics, University of Indonesia, Jakarta (1972)

Work experiences:• Independent Commissioner (since 2008) and Chairman of Audit Committee (since 2010) of the Company• Independent Commissioner (since 2007) and Chairman of Audit Committee (since 2012) of PT Duta Pertiwi Tbk• Independent Commssioner (since 2007) and Chairman of Audit Committee (since 2013) of PT Bumi Serpong Damai Tbk• Independent Commissioner (since 2013) and Chairman of Audit Committee (since 2015) of PT Puradelta Lestari Tbk• Lecturer for the undergraduate and postgraduate (magister and doctoral) degrees, Faculty of Economy, University of Indonesia (since

1972)• Independent Commissioner (2009-2013) and Chairman of Audit Committee (2010-2013) of PT Dian Swastatika Sentosa Tbk• President Commissioner of PT Rekayasa Industri (2004-2010)• Member of Board of Commissioners of PT Danareksa (2004-2008)• Deputy of Economics, Secretary to the Vice President of the Republic of Indonesia (2000-2007)• Member of Board of Commissioners of PERUM PERUMNAS and PT Pupuk Sriwijaya (1999-2004)• General Director of Financial Institution, Finance Ministry of the Republic of Indonesia (1998-2000)• Commissioner of PT (Persero) ASABRI (1993-2008)• Head of Bureau of Regional Finance Analysis, Finance Ministry of the Republic of Indonesia (1992-1998)• Lecturer, Tarumanagara University, STEKPI (1975-1980), and State Administrative Agency (1990-2000)

Organisational positions:• Member of Indonesian Bachelor of Economics Association (ISEI) (since 1972)• Chairman of the Board of Professors of Economics and Business Faculty, University of Indonesia (since 2012)• Board Member of the Professors of University of Indonesia (since 2006)

ARDHAYADI SE., MACANDIDATE FOR THE COMPANY’S INDEPENDENT COMMISSIONER

Age: 68 years

Citizenship: Indonesian

Education:• Master of Arts Development Banking, American University, Washington, USA (1996) • Bachelor of Economics, major in Accounting, Gadjah Mada University, Jogjakarta (1986)• Certified in Risk Governance Professional (CRGP)

Work experiences:• Independent Commissioner and Chairman of Audit Committee of PT Asuransi Jiwa Sinarmas MSIG (since 2014)• He was pursuing career in Bank Indonesia as:

Deputy Governor (2007-2012)

Director of Private and Foreign Banks Supervision Directorate (2007)

Head of Europe Region Representative Office in London, UK (2004-2007)

Director of Internal Finance Directorate (2003-2004)

Director of State-Owned Banks Audit Directorate (2002-2003)

Regional Head of Central Java and Yogyakarta (2001-2002)

Director of State-Owned Banks Supervision Directorate (2000-2001)

Deputy Director of Private Banks Supervision, Indonesian Banking Restructuring Agency (1997-2000)

Technical Team for Restructuring and Recapitulation of National Private Banking (1998-2000)

Deputy Director of Private Commercial Banks Supervision (1997-2000)

Division Head, Executive Bank Supervisor of State-Owned Banks Supervision (1994-1997)

Organisational positions:

Member of Board Advisory of Economic and Business Faculty, Gadjah Mada University (since 2015)

Member of Board Executive of Indonesian Board of Commissioners and Directors (since 2018)

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JO DAUD DHARSONOCANDIDATE FOR THE COMPANY’S PRESIDENT DIRECTOR

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Age: 65 years

Citizenship: Indonesian

Education: Bachelor of Economics major in Accounting, Trisakti University, Jakarta (1984)

Work experiences:• President Director of the Company (since 2008)• President Director of PT Purimas Sasmita (since 2009)• Director (1992-2003) and Vice President Director (2003-2008) of the Company• Joined the Company in 1985 as Finance Department Head • Member of the Board of Directors of PT Purimas Sasmita (since 1992)• Operation Manager of PT Salindo Perdana Leasing Indonesia (1982-1985)• Lecturer at Sekolah Tinggi Ilmu Ekonomi Perbanas, Jakarta, Indonesia (1982-1997)• Auditor at Drs. Hadi Sutanto & Co. Public Accounting Firm (1975-1982)

Organisational positions:• Chairman of the Supervisory Board of Indonesian Palm Oil Association (GAPKI) (since 2018)• Head of Industrial and Cultivation Sector of the Indonesian Palm Oil Board (DMSI) (since 2013)

JIMMY PRAMONOCANDIDATE FOR THE COMPANY’S VICE PRESIDENT DIRECTOR

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Age: 56 years

Citizenship: Indonesian

Education: Bachelor of Economics major in Accounting, Parahyangan Catholic University, Bandung (1987)

Work experiences:• Vice President Director of the Company (since 2015)• Corporate Secretary of the Company (since 2006)• Commissioner of PT Purimas Sasmita (since 2018)• Director of PT Purimas Sasmita (2005-2018)• Director of the Company (2008-2015)• Joined the Company since 1996 with first position as Assistant Vice President Finance

IRWAN TIRTARIYADICANDIDATE FOR THE COMPANY’S VICE PRESIDENT DIRECTOR

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Age: 55 years

Citizenship: Indonesian

Education:• Master of Business Administration, Monash University, Melbourne Australia (1992)• Bachelor of Informatics Engineering, Bandung Institute of Technology (ITB) (1988)

Work experience:• Joined the Company since early 2020• President Director of PT Central Proteina Prima Tbk (2015-2019)• Senior Vice President of PT Central Proteina Prima Tbk (2007-2015)• President Director of PT Manambang Muara Enim (2007)• Director of Microsoft Indonesia (2002-2007)• Odigo Management Group Pte. Ltd, Singapore (2001-2002)• Project Leader of Boston Consulting Group (1997-2000) • Business Development Manager of Kodak Indonesia (1996-1997)• Senior Consultant of Andersen Consulting (1994-1996)

DR ING GIANTO WIDJAJACANDIDATE FOR THE COMPANY’S DIRECTOR

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Age: 69 years

Citizenship: Indonesian

Education: PhD degree (1978), Master degree (1975) and Bachelor degree (1973) in Chemical Engineering, Technische Hochschule Darmstadt, Germany

Work experinces:• Joined the Company since 2007 and appointed as a Director in 2008• Director of PT BASF Indonesia (1997-2007)• Director of PT Surya Zigzag and PT Surya Pamenang (PT Gudang Garam Tbk Group) (1981-1997)• A team member of Diversification Division of PT Djarum (1979-1981)

FRANCISCUS COSTANCANDIDATE FOR THE COMPANY’S DIRECTOR

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Age: 53 years

Citizenship: Indonesian

Education: Bachelor of Economics major in Accounting, Trisakti University, Jakarta (1989)

Work experiences:• Director of the Company (since 2019)• Started his career in the Company in 1989 in the Accounting Department, and appointed as Vice President Finance and

Accounting in 2001• Later on, he was promoted as a Regional Plantation CEO in 2004

D. AGUS PURNOMOCANDIDATE FOR THE COMPANY’S DIRECTOR

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Age: 61 years

Citizenship: Indonesian

Education:• Master degree in Environmental Conservation Policy, Tufts University, USA (1994)• Master of Business Administration, Prasetya Mulya Management Institute (1985)

Work experiences:• Joined the Company in 2014 and appointed as a Director in 2015• Special Assistant to the President of the Republic of Indonesia for Climate Change (2010-2014)• Special Assistant to the Minister of Environment of the Republic of Indonesia (2004-2009)• Environmental Advisor to the World Bank (2002-2004)• Country Representative/Executive Director of WWF Indonesia (1996-2002)

Organisational position: • Member of Board of Governors Roundtable on Sustainable Palm Oil (RSPO) (since 2017)• Chair, Indonesian Growers Caucus (IGC) representing Indonesian Palm Oil Members within RSPO (since 2017)• Co-Chair Assurance Standard Committee RSPO (since 2019)• Member of Dispute Settlement Facility Advisory Group, RSPO (2017-2019)

YOVIANES MAHARCANDIDATE FOR THE COMPANY’S DIRECTOR

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Age: 60 years

Citizenship: Indonesian

Education:• National Police Command and Staff Academy (SESPATI) (2009)• National Police Junior Staff School (SESPIM) (1998)• Police Science University (PTIK) (1994)• Indonesian National Armed Force Academy (AKABRI) (1984)

Work experiences:• Joined the Company in 2018 as Division Head of Security and Risk Management• He was pursuing career in the Indonesian National Police as:

• Expert Staff in Management of the Indonesian National Police (2017)• Regional Chief of Police of Bengkulu (2017)• Regional Chief of Police of Bangka Belitung (2016)• Regional Inspector of General Supervision Inspectorate (Itwasum) (2012)• Deputy Regional Chief of Police of West Java (2010)• Director of Corruption Investigation Bareskrim (2009)

• Some important assignments performed:• Head of Peacekeeping Forces Supervision Team of United Nations / Formed Police Unit (FPU) in Sudan, Africa

(2014)• Audit Staff Liaison Officer (SLO) in Saudi Arabia (2013)• Course Disaster and Terrorism in USA (2006)• Drug Enforcement Administration (DEA) Meeting in Singapore (1998)

For printed materials, please contact:

Investor RelationsPT SMART TbkSinar Mas Land Plaza, 2nd Tower, 28th-30th FloorJl. MH Thamrin No 51Jakarta 10350Indonesia

Phone : +62 21 5033 8899Email : investor@smart-tbk.com