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20260323_YOII_Pemanggilan RUPS_32054872_lamp6.pdf
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RULES OF CONDUCT
ANNUAL GENERAL MEETING OF SHAREHOLDERS 2025 FINANCIAL YEAR
PT ASURANSI DIGITAL BERSAMA TBK (the “Company”)
Jakarta, 15 April 2026
I. General Guidelines
1. The Company’s Annual General Meeting of Shareholders 2025 Financial Year
(hereinafter referred to as the "Meeting") will be conducted in the Indonesian
language.
2. In accordance with Article 12 paragraph 28 of the Company’s Articles of Association
and the Financial Services Authority (“Otoritas Jasa Keuangan – “OJK”) Regulation
No. 15/POJK.04/2020 on the Planning and Implementation of the General Meeting
of Shareholders of Public Companies (“POJK 15/2020”), the Meeting shall be
chaired by a member of the Board of Commissioners appointed by the Board of
Commissioners.
3. Provisions Concerning Meeting Participants:
a. “Shareholders” are those whose names are recorded in the Company’s
Shareholders Register and/or those holding the Company’s shares in
securities sub-accounts at PT Kustodian Sentral Efek Indonesia (“KSEI”) as of
the close of trading on the Indonesia Stock Exchange on 17 March 2026.
b. “Proxies of Shareholders” are individuals that represents a Shareholder at
the Meeting based on a valid power of attorney, granted either in writing or
electronically through KSEI’s Electronic General Meeting System
(“eASY.KSEI”) accessible at https://akses.ksei.co.id, provided by KSEI, as the
electronic proxy‑granting mechanism for the convening of the Meeting.
c. “Meeting Participants” are Shareholders or Proxies of Shareholders who are
registered in the attendance list announced by the Notary and are entitled to
express opinions/ask questions and cast votes on each agenda item unless
otherwise stated.
d. The Company has provided an electronic proxy facility for the Shareholders to
attend the Meeting (“e-Proxy”) via the eASY.KSEI platform, a system developed
by and is subject to the procedures, terms and conditions stipulated by KSEI
and implemented in accordance with the applicable laws and regulations.
e. “Invitees” are Meeting attendees who are not Shareholders or Proxies of
Shareholders and are present at the Meeting upon invitation from the Board
of Directors of the Company, and are not entitled to ask questions, express
opinions, make proposals, or vote at the Meeting.
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II. Notification, Announcement, and Invitation of the Meeting
In accordance with Articles 13, 14, 16, 17, 18, and 52 of POJK 15/2020 and the
Articles of Association of the Company, the Company has conveyed and/or published
the following:
a. Notification of the Meeting agenda to OJK on 27 February 2026;
b. Announcement of the Meeting on 6 March 2026; and
c. Invitation to the Meeting on 23 March 2026.
III. Quorum and Resolution-Making
For the first to sixth agenda items, and pursuant to Article 86 paragraph (1) and Article
87 of Law No. 40 of 2007 concerning Limited Liability Companies as amended by
Government Regulation in Lieu of Law No. 6 of 2023 on Job Creation, Article 40
paragraphs (1) and (2) and Article 41 paragraph (1) items a and c of POJK 15/2020,
and Article 13 paragraph 1 items (1) and (2) and paragraph 2 item (1) letters a and c
of the Company’s Articles of Association:
“The General Meeting of Shareholders may be convened if more than ½ (one-half) of the
total shares with voting rights are present or represented at the GMS, and any
resolutions of the GMS shall be valid if reached by deliberation to reach consensus, or
by voting and approved by more than 1/2 (one‑half) of the total shares with voting rights
present at the GMS.”
IV. Questions and Answers
1. Meeting Participants are given the opportunity to submit questions and/or or
express opinions during the discussion session for each agenda item. Questions
and/or opinions for each agenda item may be submitted in writing by Meeting
Participants present at the venue, or for Meeting Participants who are not
physically present in the Meeting Room, such questions and/or opinions may be
submitted via the ‘Electronic Opinions’ chat feature in the E-Meeting Hall screen on
the eASY.KSEI platform. Questions or opinions may be submitted while the
‘General Meeting Flow Text’ status reads “Discussion started for agenda item no. [ ]”.
2. The mechanism for conducting discussions per agenda item through the E-Meeting
Hall is at the discretion of the Company, and the Meeting Rules of Conduct will be
communicated by the Company through the eASY.KSEI platform and will be made
available at the Company’s website (https://adbinsure.com/).
3. Proxies of Shareholders attending the Meeting electronically and wishing to submit
questions and/or opinions on behalf of their Shareholders during the discussion
session of each agenda item are required to state the name of the Shareholder and
the number of shares held, followed by the relevant question or opinion.
4. Questions or opinions to be read out will be limited per agenda item and must relate
directly to the item being discussed.
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V. Voting Procedures
1. Voting will commence after all questions have been addressed and/or the Q&A
session has ended.
2. Only Meeting Participants are entitled to vote.
3. Each share entitles its holder to cast one vote. Shareholders holding more than one
share are requested to vote once, which will represent all their shares.
4. Abstention votes shall be deemed to have cast the same vote as the majority vote
of the Shareholders casting votes.
5. Voting on Meeting resolutions shall be conducted by a show of hands, with the
following provisions:
a. Those voting against or submitting blank votes must raise their hands and
submit completed ballot cards to the officer. The Notary and Share Registrar
will count the votes.
b. Ballots that are damaged, torn, or crumpled and cannot be properly scanned
or verified will be deemed invalid.
c. Those who do not raise their hands are considered to have voted in favor.
d. Those who leave the Meeting room during voting are also considered to have
voted in favor.
6. Electronic voting takes place via the eASY.KSEI platform under the E-Meeting Hall,
Live Broadcasting sub-menu. Shareholders who attend in person or are
represented by Proxies of Shareholders who have not yet voted may submit their
votes on a Meeting agenda item shall be given the opportunity to submit their votes
during the voting period through the E-Meeting Hall screen in the eASY.KSEI
platform as opened by the Company. When the electronic voting period for each
Meeting agenda item begins, the system shall automatically run the voting time by
counting down for a maximum period of 5 (five) minutes. During the electronic
voting process, the status “Voting for agenda item no. [ ] has started” shall be
displayed in the “General Meeting Flow Text” column. If a Shareholder or a Proxy of
Shareholders does not submit a voting choice for a particular Meeting agenda item
until the status shown in the “General Meeting Flow Text” column changes to
“Voting for agenda item no. [ ] has ended”, such Shareholder or Proxy of Shareholder
shall be deemed to have cast an abstain vote for the relevant Meeting agenda item.
7. The voting time for each electronic vote is standardized by the eASY.KSEI platform.
8. The maximum electronic live voting time per agenda item is 1 minute.
9. The Notary will read the voting results after each voting session.
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10. Invalid votes will not be counted in the final tally of votes cast.
VI. Miscellaneous
To ensure the orderly and smooth conduct of the Meeting, all Meeting Participants and
Invitees are requested to silence their mobile phones during the Meeting.
This concludes the Rules of Conduct for the Annual General Meeting of Shareholders of
the Company 2025 Financial Year.
Jakarta, 15 April 2026
PT ASURANSI DIGITAL BERSAMA TBK
Board of Directors
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PT Kustodian Sentral Efek Indonesia
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Indonesia Stock Exchange
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