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20231025_AMOR_Pemanggilan RUPS_31471728_lamp1.pdf
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Page 1 OCR 0.937
Ashmore NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS PT ASHMORE ASSET MANAGEMENT INDONESIA Tbk The Board of Directors of PT Ashmore Asset Management Indonesia Tbk (“the Company”) hereby gives notice of the 2023 Annual General Meeting of Shareholders (the “AGMS”) to all shareholders of the Company, which will be held on: Day/Date : Thursday, 16 November 2023 Time :4:00 p.m. Western Indonesian Time until finish Participation 1 Access the KSEI Electronic General Meeting System Meeting Link (eASY.KSEI) facility at the https://access.ksei.co.id/ link provided by KSEI The EGMS is held in an eRUPS as referred to in Regulation No. 15/POJK.04/2020and No. 16/POJK.04/2020, the Chairman, Board Of Directors, Notary, and Professionals (“Participants”) as well as the Supporting Institutions will arrange and coordinate to conduct the EGMS electronically at Pacific Century Place, SCBD Lot 10, Jl. Jenderal Sudirman Kav.52- 53 Jakarta. With the agenda of the AGMS as follows: 1. Approval of the Company's Annual Report and Annual Financial Report ending on 30 June 2023. Explanation: The Company's Annual Report and Annual Financial Statement shall be approved and ratified by the General Meeting of the Shareholder (“GMS”) of the Company based on Article 19 of the Company's Articles of Association (“AOA”) and Article 69 paragraph (1) of Law no. 40 of 2007 concerning Limited Liability Companies (“UUPT”). 2. Determination of the use of the Company's net profit for the 2022/2023 financial year ending on 30 June 2023 Explanation: Based on Article 19 and Article 24 of the Company's AOA and Article 70 and Article 71 of UUPT, the use of the Company's net profit shall be determined by GMS. The use of the of the Company's net profit for reserve fund, distribution of dividends, and the remaining unappropriated amounts of the net profit will be recorded as retained earnings will be proposed. PT Ashmore Asset Management Indonesia Tbk Pacific Century Place Building 18th FI. SCBD Lot 10, Jl. Jend Sudirman Kav. 52 - 53 Jakarta 12190 T. 462 21 29539000 F: 462 21 2953 9001 - www.ashmoregroup.com
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Ashmore 3. Approval of the delegation of authority from the Shareholders to the Company's Board of Commissioners on the determination of the salaries and allowances for the Commissioners and the Directors. Explanation: Considering the provision in Article 11 of the Company's AOA as well as Article 96 and Article 113 of UUPT, the authority of GMS may be conferred to the Board of Commissioners. 4. Appointment of a Public Accounting Firm as the auditor for the Company's Annual Financial Statements for the 2024 financial year Explanation: GMS appoints the Registered Public Accounting Firm to audit the Company's books for the ongoing year based on the proposal from the Board of Commissioners. In accordance with Article 19 of the Company's AOA, Article 59 of the Financial Services Authority Regulation (“POJK”) Number No.15/POJK.04/2020 on the Plan and Implementation of the General Meeting of Shareholders of Public Company and Article 13 paragraph (1) POJK Number 13/POJK.03/2017 on the Use of Services of Public Accountants and Public Accounting Firms in Financial Services. The appointment of Public Accounting Firm Purwantono, Sungkoro & Surja (EY), registered with the Financial Services Authority to conduct audit on the Company's books for the financial year ending on 30 June 2024 will be proposed during the GMS. 5. Report of the realization of the use of proceeds from the Initial Public Offering (IPO) Explanation: The Company must provide the Report on the Realization of the Use of Funds from the IPO to the Financial Services Authority and is responsible for the realization of the use of the funds on the GMS, based on POJK No.30/POJK.04/2015 concerning the Report on the Realization of the Use of Proceeds from the Public Offering. 6. Approval of share buyback plan. Explanation: The Company must obtain approval of share buyback plan on the GMS, based on POJK No.30/POJK.04/2017 concerning Buyback of Shares Issued by a Public Company. PT Ashmore Asset Management Indonesia Tbk Pacific Century Place Building 18th FI. SCBD Lot 10, Jl. Jend Sudirman Kav. 52 - 53 Jakarta 12190 s T: 462 21 29539000 F: 462 21 2953 9001 Wuwashmoregroupicam
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Ashmore Notes: 1. This shall serve as the official invitation to the shareholders of the Company. 2. With reference to the Announcement of the AGMS, which was published on 10 October 2023, shareholders who are entitled to attend or to give power of attorney to attend the AGMS are those whose names are registered in the Register of Shareholders of the Company on Tuesday, 24 October 2023 at 4:00 p.m. Western Indonesian Time. 3. Shareholders are strongly encouraged to grant a power of attorney to the Share Administration Bureau of the Company The Company strongly encourages all shareholders to grant powers of attorney to an independent party, who has been appointed by the Company to represent shareholders to attend and vote at the AGMS. The independent party who has been appointed by the Company is the Company's Share Administration Bureau, PT Datindo Entrycom (“Datindo”). The guidance in granting the power of attorney to Datindo through E-Proxy as follows: C. For individual shareholders who are Indonesia citizen 1. A shareholder who wishes to grant the power of attorney must: (i) Have Single Investor Identification number (SID). Info on shareholder's SID can be checked with the securities company or custodian bank of the shareholder: and (ii) Register/activate eASY.KSEI account at https://akses.ksei.co.id. 2. Login into eASY.KSEI system through https://akses.ksei.co.id. Then click “Login'. Insert email and Password, then click “Login”. Select “eASY.KSEI' menu Select “Operations for Shareholders' menu At “General Meetings' section, select Annual General Meeting untuk Ashmore Asset Management Indonesia Tbk, PT Click “Select Attendance Type' Click “My authorized representative will attend” 9. At 'Representative Type' section, select Independent Representative', then select one of the names listed in the “Select Independent Rep”. Then click “Next' 10. Click “OK' and the shareholders will be directed to Vote Preference Declaration' page 11. Select one of the following “Accept”, “Reject”, or “Abstain” for each AGMS agenda. nUBw 0 PT Ashmore Asset Management Indonesia Tbk Pacific Century Place Building 18th FI. SCBD Lot 10, Jl. Jend Sudirman Kav. 52 -53 Jakarta 12190 T. 462 21 29539000 F: 462 21 2953 9001 wmwashmotegroup.dm
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Ashmore 12. If the shareholder has input his/her votes for all AGMS agenda, click “Save'. 13. Click “OK' to confirm that voting process has been successful ly carried out. 14. The shareholder may click “Log Out' to exit eASY.KSEI system. Shareholders who wish to grant the power of attorney through E-Proxy must compete the above mentioned process at the latest by Wednesday, 15 November 2023 at 12:00 p.m. Western Indonesian Time. D. For (i) individual foreign shareholders and (ii) shareholders Indonesian and foreign entities: Shareholders are strongly encouraged to grant power of at respective securities company or custodian bank, and they in power of attorney to Datindo through E-Proxy. in the form of torney to their turn to grant a 4. Shareholders who will provide power of attorney electronically to the AGMS through the eASY.KSEI application must pay attention to the following matter a. Registration Process Ss: (i) Local individual type Shareholders who have not provided a declaration of attendance or power of attorney in the eASY.KSEI application by the time limit mentioned in point 2 and wish to attend the AGMS electronically are reguired to register their attendance in eASY.KSEI application on the date of the AGMS until the registration meeting period is electronically closed by the Company. (ii) Local individual type shareholders who have given a declaration of attendance but have not yet cast their votes for at least 1 (one) AGMS agenda in eASY.KSEI application until the deadline mentioned in point 2 and wish to attend the AGMS electronically are reguired to register their attendance in @ASY.KSEI application on the date of the AGMS until the AGMS registration period is electronically closed by the Company. (iii) Shareholders who have given power of attorney to an authorized representatives provided by the Company (Independent Representative) or Individual Representative but the Shareholders have not casted a minimum vote for 1 (one) AGMS Agenda in eASY.KSEI application until the deadline in point 2, the authorized representatives representing the Shareholders are reguired to register their attendance in eASY.KSEI application on the date of the AGMS until the AGMS registration period is electronically closed by the Company. (iv) Shareholders who have given power of attorney to the participant/Intermediary authorized representative (Custodian Bank or Securities Company) and have casted their vote in eASY.KSEI application until the time limit mentioned in point 2, the authorized representative who has PT Ashmore Asset Management Indonesia Tbk Pacific Century Place Building 18th FI. SCBD Lot 10, Jl. Jend Sudirman Kav. 52 - 53 Jakarta 12190 T. x62 21 29539000 F: 462 21 2953 9001 Lan www.ashmoregroup.com
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Ashmore been registered in eASY.KSEI application is reguired to register their attendance in eASY.KSEI application on (v) the date of the AGMS until the AGMS registration period is electronically closed by the Company. (vi) Shareholders who have given a declaration of attendance or given power of attorney to the authorized representative provided by the Company (Independent Representative) or Individual Representative and have casted a minimum vote for 1 (one) or all AGMS Agenda in eASY.KSEI application no later than the time limit mentioned in point 2, the Shareholders or the authorized reprsentatives do not need to register for attendance electronically in eASY.KSEI application on the date of the AGMS. The shareholding will be automatically calculated as the guorum of attendance and the votes casted will be automatically taken into account in the AGMS voting. (vii) Any delay or failure in the electronic registration process as referred to in numbers (i) to (iv) for any reason will result in the Shareholders or their authorized representatives being unable to attend the AGMS electronically, and their shareholding will not be counted as a guorum for attendance at the AGMS. b. Process for Submitting Auestions and/or Opinions Electronically (i) Shareholders or the authorized representatives have 3 (three) opportunities to submit guestions and/or opinions at each discussion session per AGMS Agenda. Ouestions and/or opinions per AGMS Agenda can be submitted in writing by the Shareholders or their authorized representatives by using chat feature in the "Electronic Opinions' column available on the E-Meeting Hall screen in eASY.KSEI application. Raising guestions and/or opinions can be done as long as the status of the AGMS implementation in the 'General Meeting Flow Text' column is showing "Discussion started for agenda item No. (J". (ii) Determination of the mechanism for implementing the discussion per AGMS Agenda in writing through the E-Meeting Hall screen in eASY.KSEI application is the authority of each Company and this will be stated by the Company in the Rules of Conduct for the Implementation of the AGMS through eASY.KSEI application. (iii) For the authorized representatives who are present electronically and will submit guestions and/or opinions of their shareholders during the discussion session per Agenda of the AGMS, they are reguired to write down the names of the Shareholders and the number of their shareholdings followed by related guestions or opinions. PT Ashmore Asset Management Indonesia Tbk Pacific Century Place Building 18th FI. SCBD Lot 10, Jl. Jend Sudirman Kav. 52 - 53 Jakarta 12190 hi T. 462 21 29539000 F: 462 21 2953 9001 www.ashmoregroup.com
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Ashmore C. Voting Process & (ii) The electronic voting process takes place in eASY.KSEI application on the E— Meeting Hall menu, Live Broadcasting sub menu. Shareholders who are present by themselves or are represented by their authorized representatives but have not yet casted their votes at the AGMS Agenda as referred to in point 4 letter a number i-iv, the Shareholders ortheir authorized representatives have the opportunity to submit their vote during the voting period through the E-Meeting Hall screen in eASY.KSEI application was opened by the Company. When the electronic voting period per AGMS Agenda begins, the system automatically runs the voting time by counting down a maximum of 5 (five) minutes. During the electronic voting process, the status of "Voting for agenda item No | | has started" will be seen in the 'General Meeting Flow Text' column. If the Shareholders or their proxies do not vote for a particular AGMS Agenda until the implementation status of the AGMS shown in the 'General Meeting Flow Text' column changes to “Voting for agenda item No | J has ended”, it will be deemed to have voted Abstain for the relevant agenda of the AGMS. (iii) Voting time during the electronic voting process is the standard time set in @ASY.KSEI application. Each Company may determine the time policy for direct voting electronically per Agenda in the AGMS (with a maximum time of 5 (five) minutes per AGMS Agenda) and this will be stated in the Rules of Conduct for the Implementation of the AGMS through eASY.KSEI application. d. Witnessing the Implementation of the MEETING at the AGMS Broadcast () (ii) Shareholders or their authorized representatives who have been registered in eASY.KSEI application no later than the deadline in point 2 can witness the ongoing AGMS via Zoom Webinar by accessing eASY.KSEI menu, the AGMS Broadcast submenu located at the AKSes facility (https://akses.ksei.co.id, «https://akses.ksei.co.id/»). The AGMS Broadcast 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 authorized representatives who do not have the Opportunity to witness the implementation of the AGMS through the AGMS Broadcast is still considered as legally electronically present and share ownership and voting choices are taken into account at the AGMS, as long as they have been registered in eASY.KSEI application as stipulated in point 4 letter a number i —vi. (iii) Shareholders or their authorized representatives only witness the implementation of the AGMS through the AGMS Broadcast but are not registered to attend electronically on eASY.KSEI application in accordance with the provisions in point 4 letter a number i—vi, then the presence of the PT Ashmore Asset Management Indonesia Tbk Pacific Century Place Building 18th FI. SCBD Lot 10, Jl. Jend Sudirman Kav. 52 - 53 Jakarta 12190 T: 462 21 29539000 F: 462 21 2953 9001 ea www.ashmoregroup.com
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Ashmore Shareholders or their authorized representatives is considered invalid and will not be included in the calculation of the AGMS attendance guorum. (iv) Shareholders or their authorized representatives who witness the implementation of the AGMS through the AGMS Broadcast have a raise hand feature that can be used to ask guestions and/or opinions during the discussion session per AGMS Agenda. If the Company allows, by activating the allow totalk feature, the Shareholders or their authorized representatives can submit guestions and/or opinions by speaking directly. The determination of the mechanism for implementing discussions per AGMS Agenda using the allow to talk feature contained in the AGMS Broadcast is the authority of each Company and this will be stated by the Company in the Rules of Conduct for the AGMS through eASY.KSEI application. (v) To get the best experience in using eASY.KSEI application and/or AGMS Broadcast, Shareholders or their authorized representatives are advised to use the Mozilla Firefox browser. 5. The Notary, by being assisted by the Securities Administration Bureau, will check and count the votes for each Agenda of the AGMS in every adoption of resolution of the AGMS on the said Agenda, including those based on the votes submitted by the Shareholders through eASY.KSEI as referred to in point 4 letter c numbers i-iii above, as well as those submitted at the AGMS. 6. One share gives the owner 1 (one) voting rights. If a shareholder holds more than 1 (one) share, the votes cast are effective for all shares which he/she owns. 7. Shareholders who have given power of attorney in point 4 above can submit guestions regarding the agenda via email to the cosec.indonesia@ashmoregroup.com with a copy to DM@datindo.com and the guestion will be submitted at the AGMS by the Authorized Representatives and recorded in the Minutes of the AGMS prepared by a Notary, and the answers to these guestions will be submitted via email to the Shareholders no later than 3 (three) working days after the AGMS. 8. The Company will re-announce if there are changes and/or additional information regarding the procedures for holding the AGMS by referring to the latest conditions and developments related to integrated handling and control to prevent the spread and transmission of Covid-19. In order to facilitate the arrangement and orderliness of the AGMS, Shareholders or their legal proxies are respectfully reguested to register for attendance at the latest 30 (thirty) minutes before the AGMS begins, and at 15.30 PM Western Indonesia Time the registration will be closed. Jakarta, 25 October 2023 Board of Directors of the Company PT Ashmore Asset Management Indonesia Tbk Pacific Century Place Building 18th FI. SCBD Lot 10, Jl. Jend Sudirman Kav. 52 - 53 Jakarta 12190 g T- 46221 29539000 F: 462 21 2953 9001 www.ashmoregroup.com
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