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20260421_WINS_Pemanggilan RUPS_32072339_lamp2.pdf

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                                      PT Wintermar Offshore Marine Tbk
                                               (“Company”)

                        CALL FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS

The Board of Directors (“BOD”) of the Company hereby invites all Shareholders to attend the Annual General
Meeting of Shareholders (“Meeting”) on:
                Day/Date            : Wednesday, 13 May 2026
                Time                : 02.00 p.m (Western Indonesian Time) until finish
                Venue               : Office of the Company
                                      Jl. Kebayoran Lama No. 155, Jakarta Barat 11560

Agenda of Meeting:
1. Approval of the Annual Report of the Company 2025, including the Report of Board of Directors on Activities
   of the Company, Report of Implementation of Supervisory Duty of the Board of Commissioners, and the
   Approval to Financial Report of the Company for the year ended on 31 December 2025.
2. Determination of the Allocation of the Company’s Net Profit for Financial Year 2025.
3. Approval of the Distribution of Share Dividends and Cash Dividends for Financial Year 2025.
4. Appointment of a Public Accountant to audit the Company’s Financial Statements for Financial Year 2026.
5. Determination of the Remuneration for Members of the Board of Commissioners and the Board of Directors
   for Financial Year 2026.
6. Approval of the Plan to Transfer a Portion of the Company’s Buyback Shares (Treasury Shares) Bought in Period
   4 June 2025 to 31 March 2026 through a Management and Employee Stock Option Program (MESOP) VI 2026.
7. Approval of the Company’s Share Buyback for period 14 May 2026 to 13 May 2027.
8. Approval of the Reappointment of a Member of the Board of Commissioners of the Company.
9. Granting Power and Authority to the Board of Directors to Determine the Procedures for and to Execute the
   Distribution of Share Dividends and Cash Dividends for Financial Year 2025 and to ratify the Board of
   Directors’ Action of Distribution of Interim Dividend for Financial Year 2025.

Explanation of the Agenda:
Agenda 1 - In accordance with the Articles of Associations (“AoA”) of the Company, the Annual Report has
to be presented annually by BOD for approval from the General Meeting of Shareholders.
Agenda 2 - In accordance with the Company's Articles of Association, the Board of Directors shall propose the
Allocation of the Company's Net Profit for the Financial Year 2025 to be approved and determined by the General
Meeting of Shareholders.
Agenda 3 – Referring to the Allocation of the Company's Net Profit, the Board of Directors proposes the
distribution of Share Dividends and Cash Dividends for the Financial Year 2025 to be approved and determined
by the General Meeting of Shareholders in accordance with the provisions of the Company's Articles of
Association, and to grant authority to the Company's Board of Commissioners to increase the Company's Issued
and Paid-up Capital and to make changes to the related articles in the Articles of Association regarding new
shares issued resulting from the distribution of Share Dividends for the Financial Year 2025.
Agenda 4 - In accordance with the Company’s Articles of Association, BOD shall propose Appointment of Public
Accountant to audit the Financial Statement of the Company to the General Meeting of Shareholders. The BOD
proposes the appointment of Public Accountant Firm Amir Abadi Jusuf, Aryanto, Mawar & Rekan to audit Financial
Report of Financial Year 2026.
Agenda 5 - The Company proposes to authorise the BOC to determine the remuneration of members of BOC and
BOD for Financial Year 2026.
Agenda 6 – In accordance with the Company’s Articles of Association, the Board of Directors shall propose the
transfer a portion of the Company’s buyback shares (treasury shares) bought in period 4 June 2025 to 31 March
2026 through a Management and Employee Stock Option Program (MESOP) VI 2026 to be approved and
determined by the General Meeting of Shareholders.
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Agenda 7 – In accordance with the Company’s Articles of Association, the Board of Directors shall propose the
Share Buyback period 14 May 2026 to 13 May 2027, to be approved and determined by the General Meeting of
Shareholders.
Agenda 8 – The Company’s Major Shareholder, PT Wintermarjaya Lestari proposed the reappointment of Mr. Sim
Idrus Munandar as the Company’s Independent Commissioner for a term of 5 (five) years from the closing of the
Meeting that approved the appointment until the closing of the Annual General Meeting of 2031. Curriculum Vitaes
(CV) of Mr. Sim Idrus Munandar can be seen in the Meeting Materials which can be accessed on the Company's
website www.wintermar.com
Agenda 9 - In connection with Agenda 3, it is necessary to grant authority from the General Meeting of Shareholders
of the Company to the Board of Directors to determine and execute the distribution of Share Dividends and Cash
Dividends, as well as to ratify the actions of the Board of Directors in distribution of interim dividend payment for the
2025 Financial Year which has been paid on 11 December 2025.

Note:
1. In accordance with Article 12 paragraph 9 of the Articles of Association of the Company, this Call for Meeting
   is considered a formal invitation to all Shareholders of the Company. In accordance with Financial Services
   Authority Regulation No. 15/POJK.04/2020 on the Plan and Implementation of General Meeting of
   Shareholders of Listed Company, the Call for Meeting to Shareholders shall be conducted at least through
   the application KSEI Electronic General Meeting System (“eASY.KSEI”) which can accessible through the
   link https://akses.ksei.co.id provided by PT Kustodian Sentral Efek Indonesia (“KSEI”), website of PT Bursa Efek
   Indonesia (“BEI”) https://idx.co.id and the Company's website www.wintermar.com;
2. Shareholders who are entitled to attend or represented by lawful Proxies on this Meeting are the Shareholders
   whose names are recorded in the Company’s Shareholders Register and/or shareholders who hold the
   Company shares at the sub-securities account on KSEI collective custody on 20 April 2026 at the closing of
   market (“Entitled Shareholders”);
3. a. The participation of Entitled Shareholders in the Meeting can be done by the mechanism of physically
        attending the Meeting or electronically attending through the eASY.KSEI application.
   b. For Entitled Shareholders who wish to exercise their voting rights through eASY.KSEI application, shall
        inform their presence or appoint their authority by proxy, and/or submit their voting options into the
        eASY.KSEI application. The deadline to provide electronic Declaration of Attendance or to authorize proxy
        electronically through the eASY.KSEI application (“E-Proxy”) and electronically cast voting in the
        eASY.KSEI application is by latest at 12:00 p.m on Tuesday, 12 May 2026. E-Proxy can be made from the
        date of this Call for Meeting until Tuesday, 12 May 2026 at 12.00 pm. The Shareholders shall read the E-
        Proxy guidelines through the link https://www.ksei.co.id/en/service-support/guidance?tabId=3.
     c. For Entitled Shareholders who wish to physically give their power of attorney, may download the proxy
        form contained on the Company's website www.wintermar.com and to send it via email to
        DM@datindo.com, and send the original proxy which has been signed on sufficient stamp duty to PT
        Datindo Entrycom, Jl. Hayam Wuruk No. 28th Floor, Jakarta 10220 – Indonesia, no later than 3 (three)
        working days before the Meeting is held, namely on Friday, 8 May 2026.
4. The Company will not provide and distribute Meeting materials in printed form. All information and materials
   of the Meeting are available for Shareholders on the Company's website www.wintermar.com from the date of
   this Call for Meeting until the Meeting is held.
5. The Entitled Shareholder or his/her proxy who wish to physically attend the Meeting shall provide a photocopy
   of the Resident Identification Card (KTP) or other identification document and for Legal Entity Shareholder to
   provide a photocopy of the Articles of Association and the company deed showing the latest composition of
   its Board of Directors, to the Meeting officer prior to entering the Meeting Room. To ensure that the Meeting runs
   in an orderly, efficient and timely manner, shareholders or their proxies are respectfully requested to attend by
   latest at 01:30 p.m.
6. Entitled Shareholders who wish to attend or/grant proxy electronically to the Meeting through the eASY.KSEI
   application stated in point 3.b must pay attention to the following matters:
   a. Process of Registration
        (i) Local individual shareholder who have not provided a declaration of attendance or have not granted
             proxy on the eASY.KSEI application until the deadline stated on point 3.b and wish to electronically
             attend the Meeting, are required to register attendance in the eASY.KSEI application on the date of the
             Meeting until the closing hour of the electronic registration of the Meeting by the Company.
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        (ii) Local individual shareholder who have given a declaration of attendance but have not casted their
              votes for at least 1 (one) agenda of the Meeting in the eASY.KSEI application until the deadline stated
              in point 3.b and wish to electronically attend the Meeting, are required to register attendance in the
              eASY.KSEI application on the date of the Meeting dated 13 May 2026 until the registration period of
              the Meeting is electronically closed by the Company.
        (iii) Shareholder who has granted proxy to proxy holder provided by the Company (Independent
              Representative) or Individual Representative but the Shareholder has not casted vote for at least 1
              (one) Meeting agenda in the eASY.KSEI application within the time limit stated in point 3.b, the proxy
              holder representing the Shareholder is required to register attendance in the eASY.KSEI application on
              the date of the Meeting until the electronic registration period for the Meeting is closed by the
              Company.
        (iv) Shareholders who have granted proxy to the participant/Intermediary proxy holder (Custodian Bank
              or Securities Company) and have casted their votes in the eASY.KSEI application within the time limit
              as stated in point 3.b, then the proxy holder who has been registered in the application eASY.KSEI
              must register attendance in the eASY.KSEI application on the date of the Meeting until the electronic
              registration period for the Meeting is closed by the Company.
        (v) Shareholders who have given a declaration of attendance or granted proxy to the proxy holder
              provided by the Company (Independent Representative) or Individual Representative and have
              casted vote for at least 1 (one) or all Meeting agenda in the eASY.KSEI application no later than until
              the time limit as stated in point 3.b, the shareholders or its proxy holder shall not require to
              electronically register attendance in the eASY.KSEI application on the date of the Meeting. Share
              ownership will be automatically calculated as the quorum of attendance and the votes that have been
              cast will be automatically taken into account in the voting of the Meeting.
        (vi) Shareholder’s delay or failure in the electronic registration process as referred to in point 6.a.(i) to
              6.a.(iv) for any reason will result in the shareholders or their proxies being unable to electronically
              attend the Meeting, and its share ownership shall not be counted on quorum of attendance at the
              Meeting.
   b. Process of Submission of Questions and/or Opinions Electronically shall be referred to in the Meeting
        Rules.
   c. Process of Electronical Voting shall be referred to in the Meeting Rules.
   d. Live-Streaming of the Meeting
        (i) Shareholders or their proxies who have been registered in the eASY.KSEI application at the latest until
              the deadline as stated in point 3.b can watch live-streaming of the implementation of the ongoing
              Meeting via the Zoom webinar by accessing the eASY.KSEI menu, the GMS Live-Streaming submenu
              is located at the AKSes.KSEI facility.(https://akses.ksei.co.id)
        (ii) The GMS Live-Streaming has a capacity of up to 500 participants, where the attendance of each
              participant will be determined on a first come first serve basis. Shareholders or their proxies who do
              not have the opportunity to watch on streaming of the implementation of the Meeting through the GMS
              Live-Streaming are still considered validly attending the Meeting electronically and share ownership
              and voting cast are taken into account at the Meeting, as long as they have been registered in the
              eASY.KSEI application as stipulated in point 6.a.(i) to 6.a.(v).
        (iii) Shareholders or their proxies who wish to watch on streaming the implementation of the Meeting
              through the GMS Live-Streaming but were not registered nor electronically present through the
              eASY.KSEI application in accordance with the provisions stated in points 6.a.(i) to 6.a.(v), the
              presence of the shareholders or their proxies is considered invalid and will not be included in the
              calculation of the quorum of attendance at the Meeting.
        (iv) To get the best experience in using the eASY.KSEI application and/or GMS Live-Streaming,
              shareholders or their proxies are advised to use the Mozilla Firefox browser.
7. The notary who is assisted by BAE will ensure the validity and calculate all votes cast by the Shareholders for
   all voting of each agenda including the votes cast by the Shareholders through eASY.KSEI as mentioned in point
   3.c and physically cast on the Meeting.


                                             Jakarta, 21 April 2026
                                       PT Wintermar Offshore Marine Tbk
                                              Board of Directors

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Names mentioned 9 people and organisations named in the text · linked when the evidence is strong

linked org Wintermar Offshore Marine Tbk p.1 ×5
linked person Amir Abadi Jusuf p.1
linked person Sim Idrus Munandar p.2 ×3
possible org PT Bursa Efek Indonesia p.2
unresolved org Mawar & Rekan p.1
unresolved org PT Wintermarjaya Lestari p.2
unresolved org Financial Services Authority p.2
unresolved org PT Kustodian Sentral Efek Indonesia p.2
unresolved org PT Datindo Entrycom p.2

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