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20231121_GMTD_Pemanggilan RUPS_31531197_lamp3.pdf
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INVITATION
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT. GOWA MAKASSAR TOURISM DEVELOPMENT, TBK
Board of Directors of PT Gowa Makassar Tourism Development Tbk, having its domicile in Makassar
(“Company”), hereby invite the shareholders of the Company (“Shareholders”) to attend Extraordinary
General Meeting of Shareholders (“Meeting”), that will be held on:
Day/ Date : Wednesday/ 13 December 2023
Time : 09.00 Central Indonesian Time (08.00 Western Indonesian Time) - finish
Venue : Hotel Arthama Makassar
Jl. Haji Bau No. 5, Makassar
Meeting Agenda and Explanation:
1. Approval of the Company's Proposed Stock Split
Explanation:
The Company plans to carry out Stock Split with the ratio of 1 (one) existing share which will be split
to 10 (ten) new shares (ratio of 1:10). The purpose of conducting this Stock Split is to comply with
the free float regulations as intended under IDX Regulation No. Kep-00101/BEI/12-2021 regarding
Amendment to Regulation Number I-A on the Listing of Shares and Equity Securities Other than
Shares Issued by Listed Companies.
Based on the provisions of Article 3 of Financial Services Authority Regulation No. 15/POJK.04/2022
regarding Stock Split and Stock Merger by Public Companies, the Company is required to obtain
approval through the General Meeting of Shareholders to approve the proposed Stock Split.
In relation with the proposed Stock Split, the Company has obtained principal approval from the
Indonesian Stock Exchange based on Letter No. S-09014/BEI.PP2/10-2023 dated 18 October 2023
and the Company has announced an Information Disclosure to the Public regarding the Proposed
Stock Split on the same day as the Announcement of the Meeting, on 6 November 2023 through
the Indonesian Stock Exchange website and the Company’s website.
2. Approval of Amendment to the Company's Articles of Association in relation with the Stock Split
Explanation:
In relation with the implementation of the Stock Split, the nominal value of the Company's shares
will change and the number of shares will increase. With a ratio of 1 (one) existing share to 10 (ten)
shares, each 1 (one) share held by the existing Shareholder will be split into 10 (ten) new shares.
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Referring to the provisions of Article 19 and Article 21 of Law No. 40 of 2007 regarding Limited
Liability Companies ("Company Law") as well as Article 24 paragraph (2) of the Company's Articles
of Association, amendments to the Company's Articles of Association must obtain prior approval
from the General Meeting of Shareholders. Thus, the Company will propose to the shareholders, to
amend the provisions of Article 4 of the Company's Articles of Association regarding amendments
in the nominal value of shares and the number of shares in relation to the Company's proposed
Stock Split.
3. Changes in the Composition of the Company's Board of Commissioners
Explanation:
In relation to the provisions of Article 18 paragraph (5) of the Company's Articles of Association,
Article 23 of Financial Services Authority Regulation No. 33/2014 regarding Board of Directors and
Board of Commissioners of Issuers or Public Companies, and Article 111 of Company Law, members
of the Company's Board of Commissioners are appointed and dismissed by the General Meeting of
Shareholders.
This meeting agenda is related to the proposed resignation of Mr. Zulham Arief as Commissioner of
the Company and the proposed appointment of Mr. Muhammad Firda, as his replacement.
Notes:
1. This Invitation to the Meeting is made to comply with the provisions of Article 12 paragraph (5) of the
Company's Articles of Association and Article 17 of Financial Services Authority Regulation No. 15/2020
regarding Plan and Procedures of the General Meeting of Shareholders ("OJK Regulation No. 15/2020").
The Company does not send a separate invitation to Shareholders, thus this invitation is in accordance
with the provisions and is an official invitation for the Company's Shareholders.
2. Shareholders who are entitled to attend or be represented at the Meeting are:
a. for the Company’s shares that have not been placed in Collective Custody at PT Kustodian Sentral
Efek Indonesia ("KSEI")
Shareholders or legal proxies of the Company's Shareholders whose names are recorded in the
Company's Register of Shareholders at the close of trading of the Company's shares on the Indonesia
Stock Exchange on 20 November 2023 by no later than 16:15 Western Indonesian Time (“WIB”) or
17.15 Central Indonesian Time (“WITA”);
b. for the Company’s shares that are held in Collective Custody at KSEI:
Shareholders or Shareholders' proxies whose names are recorded with the account holder or
custodian bank at KSEI at the close of trading of the Company's shares at the Indonesian Stock
Exchange on 20 November 2023 by no later than 16:15 WIB or 17.15 WITA;
Holders of securities account which have been placed in Collective Custody at KSEI are required to
provide the Shareholders Register which they manage to KSEI to obtain Written Confirmation to
Attend the Meeting ("KTUR").
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3. Based on Article 27 OJK Regulation No. 15/2020, the Company strongly urges the Shareholders to attend
the Meeting electronically by granting electronic power of attorney ("e-Proxy") to an independent
representative from the Securities Administration Bureau appointed by the Company, namely PT
Sharestar Indonesia ("BAE"). Shareholders who have granted power of attorney to the BAE, may
participate in the Meeting via electronic means which will be provided by KSEI and may be accessed via
the eASY.KSEI application.
4. Shareholders are advised to pay attention to the Rules and Regulations of the Meeting which are
available on the Company's website.
5. Shareholders who attend the Meeting in person/physically, are respectfully requested to bring and
submit the following documents to the BAE officers, at the time of registration:
a. Individual Shareholders, are required to bring a copy of their Resident Identity Card (KTP) or other
form of identification;
b. Shareholders in the form of legal entities such as limited liability companies, cooperatives,
foundations or pension funds, are required to bring a copy of their Resident Identity Card (KTP) or
other form of identification, copy of the latest Articles of Association, and copy of deeds which
contain the latest composition of management, along with a copy of its
approval/notification/ratification (as applicable) from the authorized official; and
c. Shareholders whose shares are held in Collective Custody at KSEI, are required to bring Written
Confirmation to Attend the Meeting (“KTUR”) which may be obtained through Securities
Companies or Custodian Banks.
6. With reference to the provisions in Financial Services Authority Regulation No. 16/POJK.04/2020
regarding the Conduct of Electronic General Meeting of Shareholders of Public Companies, the Company
will facilitate the Meeting to be convened as follows:
a. Mechanism for Granting Power of Attorney
i. The Company urges Shareholders whose shares are held in Collective Custody at KSEI to
provide an e-Proxy to the representative appointed by BAE in the eASY.KSEI application found
on the Acuan Kepemilikan Sekuritas/Akses.KSEI website (https://akses.ksei.co.id) and
participate in providing voting rights electronically (e-Voting);
ii. In addition to granting the e-Proxy above, Shareholders may download the Power of Attorney
form which is available on the Company's website. The original power of attorney must be
delivered in person or by registered letter to BAE;
iii. Further information regarding guidelines for providing e-Proxy may be seen on the KSEI
website (https://www.ksei.co.id/data/download-data-and-user-guide) with the title
eASY.KSEI Guide - Shareholders.
b. Shareholders or their proxies who attend the Meeting are required to comply with all procedures,
policies and other arrangements determined by the Company and the management of the building
where the Meeting will be held.
7. Shareholders who are unable to attend may be represented by their legal proxy by providing a valid
power of attorney or by filling out an electronic power of attorney via the eASY.KSEI application.
Members of the Board of Directors, members of the Board of Commissioners and employees of the
Company may act as proxies for the Company's Shareholders at this Meeting, however any votes they
casted as proxies will not be counted in the voting.
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8. Meeting agenda/materials are available and may be accessed and downloaded on the Company's
website and/or the Akses KSEI website (eASY.KSEI application) from the date of the Invitation to the date
of the Meeting or by scanning the QR Code provided in this Invitation using a telephone camera.
mobile/tablet devices.
9. To facilitate the organization and orderliness of the Meeting, Shareholders or their Proxies are kindly
requested to be present at the Meeting venue no later than 30 (thirty) minutes before the Meeting
begins.
10. If there are changes and/or additional information regarding the procedures of the Meeting in relation
with the latest conditions and developments which have not been conveyed through this Invitation, such
information will then be announced on the KSEI website/eASY.KSEI application and the Company's
website.
QR Code:
Makassar, 21 November 2023
Board of Directors
PT. Gowa Makassar Tourism Development, Tbk
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