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20240229_TIRA_Pemanggilan RUPS_31581823_lamp3.pdf
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PT TIRA AUSTENITE Tbk z PT TIRA AUSTENITE Tbk Domiciled and Headguartered in East Jakarta (The “Company') CONVOCATION OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS (EGMS) The Board of Directors of PT Tira Austenite Tbk (the “Company') hereby invites the Shareholders of the Company' to attend the Extraordinary General Meeting of Shareholders (the “EGMS") which will be held : Day/Date : Thursday, March 21, 2024 Time 1. 10.00 Western Indonesia Time - 12.00 WIB Venue 1 Seminar Room of the Company Jl. Pulo Ayang Kav. R-1 Pulogadung Industrial Estate, Jakarta 13930 AGENDA OF THE AGM : Approval of Reappointment/Changes in the Composition of the Board of Directors. Approval of Reappointment/Changes in the Composition of the Board of Commissioners. 3. Approval to obtain a loan by the Company from Banks/Creditors that currently exist and/or will exist in the future for credit facilities in a maximum principal amount of up to Rp. 300,000,000,000,- (three hundred billion Rupiah) at a rate of maximum interest rate of 1396 (thirteen perceni) per year with a maximum loan term of 5 (five) years, whether done once or in a series of loan agreements, and therefore to approve the signing by the Company's Directors, a loan agreement between the Company as Debtor and Banks/Creditors that curtentiy exist and/or will exist in the future as lenders and the general terms and conditions as regulated in the Loan Agreement, as may be changed, modified, innovated or supplemented from time to time. 4. Approve the actions of the Company's Directors in terms of providing collateral for debts of all or most of the Company's assets/more than 5096 (fifty perceni) of the Company's assets/more than 5056 (fifty perceni) of the Company's eguity value jand also providing collateral for debts assets of the Company's subsidiaries andlor other parties (PT Tanah Sumber Makmur) to Banks/Creditors that exist now and/or will exist in the future, either those that have been given or will be given until all credit facilities received by the Company are declared paid off by the Bank/Creditors that exist now and/or will exist in the future na EXPLANATION THE AGENDA OF THE AGM : - The First Agenda until the Second Agenda are in the Meeting regarding the death of Mr. Soebronto Laras as President Commissioner and Independent Commissioner of the Company, in accordance with the provisions of the Company's Articles Of Association and POJK Number 33/POJK.04/2014 conceming Directors and/or Board of Commissioners of Issuers or Public Companies, where there are changes must obtain approval from the General Meeting of Shareholders. - The Third Agenda until The Fourth Agenda are consiitute the provisions of Article 17 of the Company's Articles of Association and the continuation or extension of the approval of the General Meeting of Shareholders as outlined in Deed No. 5 dated 26 August 2020. This agenda item is also an additional loan that will be obtained from Banks/Creditors that cumentiy exist and/or will existin the future. The decision for third agenda to fourth agenda is a "Material Transaction" which is excluded as intended in the Financial Services Authority Regulation (POJK) Number 17/POJK.04/2020 concerning Material Transactions and Changes in Business Activities. In the event that it is an Affiliate Transaction, a Confict of Interest transaction and/or a Material Transaction, the Company will comply with the provisions of the Financial Services Authority regarding the transaction.. More details on the explanatory notes and materials with respect to the Meeting agenda are accessible and downloadable from the Company's website: (www.tiraaustenite.com) Pulogadung Industrial Estate Jl. Pulo Ayang Kav. R-1, Jakarta 13930, Indonesia P: 462 21 460 2594 f3 F: 16221 460 2593 www.tiraaustenite.com
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1
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Pulogadung Industrial Estate
Jl. Pulo Ayang Kav. R-1, Jakarta 13930, Indonesia
P:46221 460 2594
F:462 21 460 2593
zz
PT TIRA AUSTENITE Tbk
NOTES:
Announcement of the Meeting has been announced through the (i) Elecironic General Meeting of Shareholders Website
provided by PT Kustodian Sentral Efek Indonesia, (ii)The Indonesian Stock Exchange Website, and (iiijThe Company's
Website (http:/www.tiraaustenite.com/) on Tuesday, February 13, 2024.
The Company does not send separate invitation letter to the Shareholders and this invitation is an official invitation for the
Shareholders to attend the Meeting. This Convocation can also be seen on (i) Electronic General Meeting of Shareholders
Website provided by PT Kustodian Sentral Efek Indonesia, (iijThe Indonesian Stock Exchange Website, and (iii)The
Company Webse (tw aawsint com) on Wohesday February 28, 2024.
For the Company's shares which are notin collective custody, only the shareholders or their legal proxies whose names
are registered in the Company's Shareholders Registration at the Company's Securities Administration Bureau (BAE),
PT. Sinartama Gunita on Tuesday, February 27, 2024 at 16.00 PM Western Indonesia Time.
b. Forthe Company's shares which are in Collective Custody, only the account holders or their legal proxies whose names
are registered as the Company's shareholders in the Company's Shareholders Registration at the account holder or
custodian bank in PT Kustodian Sentral Efek Indonesia (“KSEI”) on Tuesday, February 27, 2024 at 16.00 Westem
Indonesia Time. Shareholders of the Company in the collective custody of PT Kustodian Sentral Efek Indonesia ("KSEI")
who intend to physically attend the Meeting are reguested to show Written Confirmation to Attend the Meeting (“KTUR")
to the registration officer before the Meeting begins, which can be obtained at the Securities Company/Custodian Bank
where the Shareholders open a securities account.
Shareholders can participate in the Meeting by either:
a physically attending the Meeting: or
b. electronically attending the Meeting through the eASY.KSEI.
Shareholders who wish to attend electronically, as mentioned in item 4 letter b, must be local individual shareholders who
have shares deposited in KSEI's collective
Shareholders can utilize the eASY.KSEI by accessing eASY.KSEI menu, Login 6ASY.KSEI submenu in the AKSes facility
(https-//akses.ksei.co.id/).
Prior to participating in the Meeting, shareholders must first read the terms presented in this Invitation, as well as other
stipulations related to Meeting as authorized by each Company. Other terms can be found in the attached document on the
"Meeting Info' feature provided in the eASY.KSEI and/or Meeting invitations posted at the websites of the respective Company.
The Company retains the rights to authorize more terms in relation to shareholders or shareholder representatives' physical
participation in the Meeting.
Shareholders who wish to physically attend the Meeting or exercise their voting rights through the eASY.KSEI, must first
inform their attendance or the attendance of their appointed representatives, and/or submit their votes through the eASY.KSEI.
The deadline for declaring attendance, appointing representatives, or submitting votes through the eASY.KSEI is set at 12:00
pm Western Indonesian Time (WIB) 1 (one) business day before the Meeting's date.
. Any Shareholder of the Company or its proxy who will attend the Company's Meeting is kindty reguested to provide the
registration officer with the original copy of the KTUR and a copy of his/her Resident ID card (KTP) or any other identification
card before entering the Meeting room. Shareholders of the Company in the form of a legal entity, in addition to submitting
the original KTUR and a.copy of his/her Resident ID card (KTP) or other identification card but also a copy of the latest articles
Of association and the deed of appointment of the last management of the legal entity his/her represents and a decision letter
Of ratification/approval from the authorized agency.
Shareholders who wish to attend or authorize a representative to attend the Meeting electronically through the eASY.KSEI
must consider the following points:
a. Registration Process
IL Local individual shareholders who have not provided their attendance declaration before the deadline mentioned
on item 9, but wish to attend the Meeting electronically, must first register their attendance through the eASY.KSEI
during the date of the Meeting and before the time that the Company ends the Meeting's electronic registration.
Local individual shareholders who have provided their attendance declaration but have not submitted their vote
on a minimum of 1 (one) of the Meeting agendas through the eASY.KSEI before the deadline mentioned on item
9 and wish to attend the Meeting electronically, must first register their attendance through the eASY.KSEI during
the date of the Meeting and before the time that the Company ends the Meeting's electronic registration.
iii. Shareholders who have authorized the Company's Independent Representative or an Individual Representative
but have not submitted their vote on a minimum of 1 (one) of the Meeting agendas through the eASY.KSEI before
the deadline mentioned on item 9 and wish to attend the Meeting electronically must first register their attendance
-
www.tiraaustenite.com
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£ PT TIRA AUSTENITE Tbk #rough be cASY KSEI dung ie date of he Masing and elre te time tathe Company end ihe Mecings electronic registration. Shareholders who have authorized an Intermediary Participant Representative (Custodian Bank or Securities Company) and have submitted their vote through the eASY.KSEI before the deadline mentioned on item 9 are reguired to reguest their registered representatives in the eASY.KSEI to register their attendance through the @ASY.KSEI during the date of the Meeting before the time that the Company ends the Meeting's electronic Shareholders who have submitted their attendance declaration or authorized a Companyappointed Independent Representative or Individual Representative and have provided their votes for a minimum of 1 (one) of the Meeting agendas through the @ASY.KSEI before the deadline mentioned on item 9 do not need to electronicaly register their attendance through the eASY.KSEI on the Meeting's date. Shares' ownership will be automatically calculated as an attendance guorum and submitted votes will be automatically counted during the Meeting's voting process. Lateness or electronic registration failures, as mentioned in points number i - iv, for whatever reason that cause shareholders or their representatives to not be able to electronically attend the Meeting, will prevent their shares from being counted as a guorum for the Meeting. b. Electronic Statements and/or Opinions Submission Process ii. Shareholders or their representatives are provided 1 (one) opportunity to present their guestions and/or opinions in discussion in each Meeting agendas. Ouestions and/or opinions on each of the Meeting agendas can be submitted in writing by the Shareholders or their representatives through the chat feature in the “Electronic Opinions' made available in the E Meeting Hall screen of the eASY.KSEI. Ouestions and/or opinions can be given as long as the Meeting's status in the 'General Meeting Flow Text status is written as “Discussion started for agenda item no. |..F. The mechanism of handling guestions and / or opinions through "Electronic Opinion' screen in the eASY.KSEI is determined by the respective Company and will be included in the Company's Meeting Guidelines through the ASY.KSEI. Shareholders' representatives who electronically attend the Meeting and submit a guestion and/or opinion during a discussion session of one of the Meeting agendas are reguired to type in the name of the shareholder and amount of shares they represent first before they write their respective guestions and/or opinions. Cc. Voting Process The voting process will be conducted electronically through the E-Meeting Hall menu, Live Broadcasting submenu of the eASY.KSEI. Shareholders or their representatives who have not submitted their votes on the particular Meeting agenda, as mentioned in item 11 letter a number i - iii, are given an opportunity to submit their votes as the Company opens the voting period in the E-Meeting Hall screen of the eASY.KSEI. After the electronic voting period for one of the Meeting agendas is started, the system will automatically count down the voting time by a maximum of 1 (one) minutes. During the electronic voting time, a “Voting for Agenda item no || has started” status would be displayed at the 'General Meeting Flow Text column. Shareholders or their representatives who have not submitted their votes during a specific Meeting agenda after the “General Meeting Flow Text' column's status has changed to “Voting for Agenda item no | | has ended” will be considered to give an Abstain vote for the related Meeting agenda. The voting time in the electronic voting process is a standardized time set by the eASY.KSEI. The Company can set their own policies on electronic voting time for each of their Meeting agendas with a maximum of 1 (one) minutes per Meeting agenda as elaborated in the Meeting's Guideline through the cASY.KSEI. d. Live Broadcast of The Meeting - Pulogadung Industrial Estate Jl. Pulo Ayang Kav. R-1, Jakarta 13930, Indonesia P:46221 460 2594 F:462 21 460 2593 Shareholders or their representatives who have been registered in the @ASY.KSEI no later than the deadline mentioned on item 11 can watch the Meeting live via Zoom in webinar format by accessing the eASY.KSEI menu, submenu Tayangan RUPS in the AKSes facility (https://akses.ksei.co.id/). Tayangan RUPS has a capacity of 500 participants provided in a first come, first serve basis. Shareholders or their representatives who could not be accommodated in the Meeting's broadcast are still considered to have electronically attended the Meeting and their share ownerships and votes are stil counted, as long as they have registered through the eASY.KSEI, as specified above in item 11 letter a number i- v. www.tiraaustenite.com
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PT TIRA AUSTENITE Tbk Hi. Shareholders or their representatives who only watch the Meeting through Tayangan RUPS but were not electronically registered as participants in the eASY.KSEI, as specified above in item 11 letter a number i - v, will not be considered as a legal parlicipant and are not counted as part of the Meeting's guorum. iv. Shareholders or their representatives who watch the Meeting through Tayangan RUPS can use the raise hand feature to submit guestions and/or opinions during the discussion sessions for each of the Meeting agendas. Shareholders or their representalives can directly ask guestions or voice their opinions if the Company has allowed and activated the allow to talk feature. Mechanisms for discussion on each of the Meeting agendas, including the use of the allow to talk feature in Tayangan RUPS are determined by the Company and included in the Meeting's Guideline through the eASY.KSEI. V. Shareholders or their representatives are encouraged to use the Mozilla Firefox browser for tne best experience in using the eASY.KSEI and/or Tayangan RUPS. 12. The Company prepares 2 (two) types of power of attorney for Shareholders, namely conventional power of attorney which can be obtained through the Companys website (www.tiraaustenite.com) or through eProxy which can be accessed electronically on the eASY-KSEI platform through the KSEI website (https://akses.ksei.co.id). a. Conventional power of attorney Ii. Shareholders who are unable to atlend can be represented by their attorneys based on a valid power of attorney in a form satisfactory to the Company's Board of Directors or executes to the Company's standard form of power attorney. The Proxy form can be downloaded from the Company's website (www.tiraaustenite.com). in accordance to Article 30 paragraph (3) POJK 15/2020, Members of the Board of Directors, Members of the Board of Commissioners and Employees of the Company may act as a proxy for Shareholders in the Meeting, but any vote they cast as proxy will not be counted in the voting: ii. The proxy form duly stamped and signed must be submitted to soeseno.adi@tiraaustenite.com or Company's office which is located at Jl Pulo Ayang Kav R-1, Pulogadung Industrial Estate, Jakarta 13930. All power of attorneys must be received by the Company no later than 1 (satu) day before the date of the Meeting on Wednesday, March 20,2024 at 12.00 Westem Indonesia Time. b. #Proxy through eASY.KSEI Shareholders can assign general or special power of attorney. The power of attorney available at eASY.KSEI is an independent party appointed by the Company or is the custodian bank of the Sharehoiders. The Company suggest to the Shareholders not to present physically but they may grant a power of attomey to an Independent Party, ie. tre Company's Securities Administration Bureau (BAE), PT.Sinartama Gunita (Independent Representative) through the eASY-KSEI facility at the link hitps//akses.ksei.co.id, which is provided by KSEI, as an electronic authorization mechanism (e-Proxy) in the process of convening a Meeting. from the date of this Convocation of Meeting until no later than 1 (one) working day before the date of Meeting, which is Wednesday, March 21. 2024 unti 12.00 Western Indonesia Time. - 13, Shareholders or their proxies are kindy reguested to be present at the Meeting venue at the latest 30 minutes before the start of the Meeting, to facilitate the arrangement and order of the Meeting. Jakarta, February 28, 2024 PT TIRA AUSTENITE Tbk Board of Directors Pulogadung Industrial Estate Jl. Pulo Ayang Kav. R-1, Jakarta 13930, Indonesia P:462 21 460 2594 F:46221 460 2593 Www braai nite .com
Names mentioned 6 people and organisations named in the text · linked when the evidence is strong
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PT Tanah Sumber Makmur
p.1
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Financial Services Authority
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PT Kustodian Sentral Efek Indonesia
p.2 ×7
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