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20231122_PEHA_Pemanggilan RUPS_31531341_lamp2.pdf

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                                  INVITATION OF THE
                   EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
                                   PT PHAPROS Tbk

The Board of Directors of PT Phapros Tbk (the “Company”), domiciled in South Jakarta, conveys the
invitation to the Extraordinary General Meeting of Shareholders (hereinafter referred to as the
“MEETING”) which will be held on:

Day/Date                         : Thursday, 14th December 2023
Time                             : 15.30 WIB – closing
Venue                            : Kimia Farma Corporate University, Cipinang Cempedak I Street,
                                   No. 36, East Jakarta

The Agenda of The MEETING is as follows:

1.   Changes in the composition of the Company’s Management.

     Brief description:
     This Agenda is implemented in accordance with the provisions of: (i) Financial Services Authority
     Regulation Number 33/POJK.04/2014 concerning the Board of Directors and Board of
     Commissioners of Issuers or Public Companies (“POJK 33/2014”); (ii) Financial Services Authority
     Regulation Number 15/POJK.04/2020 concerning Public Company General Meeting Shareholders
     (“POJK 15/2020”) (iii) Article 94 paragraph (5) in conjunction with Article 111 paragraph (5) of Law
     Number 40 Year 2007 concerning Limited Liability Company (“Limited Liability Company Law”);
     and (iv) Article 15 paragraph (3.a) in conjunction with Article 19 paragraph (4.a) of the Company's
     Articles of Association (“Company AoA”), which states that the Board of Directors and Board of
     Commissioners are appointed and dismissed by the General Meeting of Shareholders (RUPS).

Notes:

1. This invitation is valid as an invitation to the Shareholders' Meeting of the Company, thus the
   Company Board of Directors will not send separate invitations to the Company's Shareholders.

2. Shareholders who have the right to attend or be represented and vote choice for the Meeting or
   attend electronically are the Shareholders of the Company whose names are recorded in the
   Company's Shareholders Register (DPS) and/or the Company's securities sub-account holders at
   PT Kustodian Sentral Efek Indonesia (KSEI) at the closing of stock trading on the Indonesia Stock
   Exchange on Tuesday, November 21, 2023.

3. a. Shareholders who are unable to attend the Meeting may grant proxy:

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        (i). through the power of attorney form available on the Company's website, which can be
              submitted by the recipient of the power of attorney during registration prior to attending the
              Meeting; or
        (ii). electronically through the Electronic General Meeting System of KSEI (eASY.KSEI) provided
              by KSEI. Registration guidelines, usage, and further explanations regarding eASY.KSEI can
              be found on the website https://akses.ksei.co.id/.
     b. In determining the quorum of the Meeting, members of the Board of Directors, members of the
        Board of Commissioners, and employees of the Company may act as proxy shareholders, but
        they are not entitled to vote as proxy shareholders.
     c. The deadline for providing electronic attendance declaration or electronic proxy (e-proxy) and
        electronic voting in the eASY.KSEI application is no later than 12:00 PM Western Indonesia Time
        on 1 (one) working day before the Meeting date.

4. For Shareholders and/or Proxy Holders who will attend the Meeting electronically through the
   eASY.KSEI application, the following matters must be observed:
   a. Registration Process
       (i)   Local individual Shareholders who have not made an attendance declaration or proxy in
             the eASY.KSEI application until the deadline in section 3, paragraph c and wish to attend
             the Meeting electronically must register their attendance in the eASY.KSEI application on
             the day of the Meeting until the electronic registration period is closed by the Company.
       (ii) Local individual Shareholders who have made an attendance declaration but have not
             made vote choice for Agenda Item of the Meeting in the eASY.KSEI application until the
             deadline in section 3, paragraph c and wish to attend the Meeting electronically must
             register their attendance in the eASY.KSEI application on the day of the Meeting until the
             electronic registration period is closed by the Company.
       (iii) Shareholders who have granted proxy to the Proxy Holder provided by the Company
             (Independent Representative) or Individual Representative but have not made a minimum
             vote choice for Agenda Item of the Meeting in the eASY.KSEI application until the deadline
             in section 3, paragraph c, the Proxy Holder representing the Shareholder must register
             their attendance in the eASY.KSEI application on the day of the Meeting until the
             electronic registration period is closed by the Company.
       (iv) Shareholders who have granted proxy to participant Proxy Holders/Intermediaries
             (Custodian Bank or Securities Company) and have made a vote choice in the eASY.KSEI
             application until the deadline in section 3, paragraph c, the registered representative of the
             Proxy Holders in the eASY.KSEI application must register their attendance in the
             eASY.KSEI application on the day of the Meeting until the electronic registration period is
             closed by the Company.
       (v) Shareholders who have provided attendance declarations or granted proxy to the Proxy
             Holders provided by the Company (Independent Representative) or Individual
             Representative and have provided Agenda Items in the eASY.KSEI application by the
             deadline stated in section 3, paragraph c, Shareholders and/or Proxy Holders do not need
             to register their attendance electronically in the eASY.KSEI application on the day of the
             Meeting. Share ownership will be automatically considered for the attendance quorum,


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            and the provided voting options will be automatically considered in the voting process of
            the Meeting.
     (vi)   Delay or failure in the electronic registration process as mentioned in items (i) to (v) due to
            any reason will result in Shareholders and/or Proxy Holders being unable to attend the
            Meeting electronically, and their share ownership will not be counted towards the
            attendance quorum in the Meeting.

b. Process of Submitting Questions and/or Opinions Electronically
   (i)   Shareholders and/or proxies have 3 (three) opportunities to submit questions and/or
         opinions during each discussion session per agenda item of the meeting. Shareholders
         and/or proxies can submit written questions and/or opinions using the chat feature in the
         "Electronic Opinions" column available on the E-Meeting Hall screen in the eASY.KSEI
         application. Questions and/or opinions can be submitted by Shareholders and/or proxies
         as long as the status in the "General Meeting Flow Text" column is "Discussion started for
         agenda item No. [ ]”.
   (ii) The determination of the mechanism for conducting written discussions per agenda item
         of the meeting through the E-Meeting Hall screen in the eASY.KSEI application is the
         authority of each Company, and it will be documented by the Company in the Rules of
         Procedure for Meeting Implementation through the eASY.KSEI application
   (iii) Shareholders and/or proxies who attend electronically and wish to submit questions and/or
         opinions during the ongoing discussion session per agenda item of the meeting are
         required to write their names, shareholding amounts, followed by the related question or
         opinion.
c. Voting Process
   (i)   The electronic voting process takes place in the eASY.KSEI application under the E-
         Meeting Hall menu, in the Live Broadcasting sub menu.
   (ii) Shareholders who attend in person or are represented by their proxies but have not yet
         cast their vote choice for the agenda items of the Meeting as referred to in section 4,
         paragraph a, points i-v, have the opportunity to cast their vote choice during the voting
         period through the E-Meeting Hall screen in the eASY.KSEI application when opened by
         the Company. When the electronic voting period for a specific agenda item of the meeting
         begins, the system automatically initiates the voting time, counting down a maximum of
         five (5) minutes. During the electronic voting process, the status "Voting for agenda item
         no. [ ] has started" will be displayed in the "General Meeting Flow Text" column. If a
         Shareholder and/or proxy does not cast their vote choice for a specific agenda item of the
         Meeting before the status in the "General Meeting Flow Text" column changes to "Voting
         for agenda item No. [ ] has ended," it will be considered as casting an abstain vote for that
         agenda item of the Meeting.
   (iii) The voting time during the electronic voting process is a standard time set in the
         eASY.KSEI application. Each Company can establish its own policy for the duration of
         direct electronic voting per agenda item of the Meeting (with a maximum time of five (5)
         minutes per agenda item of the meeting), which will be documented in the Rules of
         Procedure for Meeting Implementation through the eASY.KSEI application.


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    d. Viewing the Meeting through the RUPS Broadcast:
       (i)   Shareholders and/or proxies who have registered in the eASY.KSEI application by the
             deadline stated in section, 3 paragraph c are able to watch the ongoing Meeting through
             the Zoom Webinar by accessing the eASY.KSEI menu, RUPS Broadcast submenu,
             available on the AKSes platform (https://akses.ksei.co.id/).
       (ii) RUPS Broadcast has a capacity of up to 500 participants, and the attendance of each
             participant will be determined on a first-come, first-served basis. Shareholders and/or
             proxies who do not have the opportunity to watch the Meeting through the RUPS
             Broadcast but are still considered present electronically will have their shareholding and
             voting choices counted in the Meeting as long as they are registered in the eASY.KSEI
             application, as stipulated in section 4, paragraph a, points i–vi.
       (iii) Shareholders and/or proxies who only observe the Meeting through the RUPS Broadcast
             but are not registered as present electronically in the eASY.KSEI application, as stipulated
             in section 4, paragraph a, points i–vi, will be considered invalid in terms of attendance and
             will not be included in the calculation of the meeting's quorum.
       (iv) Shareholders and/or proxies who watch the Meeting through the RUPS Broadcast have
             the "raise hand" feature, which can be used to ask questions and/or express opinions
             during the ongoing discussion session per agenda item of the Meeting. If permitted by the
             Company by activating the "allow to talk" feature, shareholders and/or proxies can ask
             questions and/or express opinions by speaking directly. The determination of the
             mechanism for conducting discussions per agenda item of the Meeting using the "allow
             to talk" feature available in the RUPS Broadcast is the authority of each Company, and it
             will be documented by the Company in the Rules of Procedure for Meeting
             Implementation through the eASY.KSEI application.
       (v) To have the best experience using the eASY.KSEI application and/or the RUPS
             Broadcast, shareholders and/or proxies are recommended to use the Mozilla Firefox
             browser.

5. The Notary, assisted by the Securities Administration Bureau, will conduct the verification and vote
   counting for each agenda item during the decision-making process of the Meeting, including votes
   submitted by shareholders and/or proxies through eASY.KSEI as referred to in section 4, paragraph
   c, points i–iii above, as well as those expressed during the Meeting.

6. The Company recommends to shareholders and/or proxies as follows:
   a) The Company recommends shareholders and/or proxies who are eligible to attend the Meeting,
      and whose shares are held in collective custody by KSEI, to register their attendance
      electronically through the KSEI System (eASY.KSEI) at the link https://akses.ksei.co.id/ provided
      by KSEI. Electronic registration will be open from the date of this Meeting Invitation and will be
      closed no later than before the Meeting, at 03:00 PM Western Indonesian Time.
   b) Registration guidelines, usage instructions, and further explanations regarding eASY.KSEI can
      be found on the website https://akses.ksei.co.id/.
   c) In the event that shareholders and/or proxies will attend the Meeting outside the eASY.KSEI
      mechanism, they may download the power of attorney form from the Company's website
      www.phapros.co.id.

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    d) Submit a photocopy of the Identity Card (KTP) or other identification document to the Meeting
       Officer before entering the Meeting Room. For shareholders and/or proxies who are legal
       entities, please bring a copy (photocopy) of the Articles of Association and any amendments
       thereto, including the latest composition of the board of directors.

7. Shareholders who have granted proxies as stated in section 4 above may submit questions regarding
   the agenda items via email to the Company at corporate@phapros.co.id, with a copy to
   DM@datindo.com. These questions will be presented during the Meeting by the proxy holder and
   recorded in the Meeting Minutes prepared by the Notary. The answers to these questions will be
   provided to the shareholders via email no later than 3 (three) working days after the Meeting.

8. The Company will announce any changes and/or additional information regarding the procedures for
   conducting the Meeting.

9. To facilitate the organization and orderliness of the Meeting, shareholders and/or proxies who are
   eligible are kindly requested to register for attendance no later than 30 (thirty) minutes before the
   start of the Meeting. Registration will close at 03:00 PM Western Indonesian Time.


                                     Jakarta, 22nd November 2023
                                         PT PHAPROS Tbk
                                          Board of Directors




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