Back to announcement
20260317_ITMG_Pemanggilan RUPS_32054445_lamp1.pdf
RUPS notice Text extracted ITMGSource file signed link, expires in 15 minutes
Extracted text 5
Page 1
CONVOCATION OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT INDO TAMBANGRAYA MEGAH Tbk
The Board of Directors of PT Indo Tambangraya Megah Tbk (the "Company"), domiciled in South Jakarta,
hereby calls and invites the Company's Shareholders to attend the Extraordinary General Meeting of
Shareholders (the "Meeting"). The Meeting will be held on Friday, April 17, 2026, from 09:00 AM WIB
(Western Indonesian Time) until finished, electronically through the application provided by PT Kustodian
Sentral Efek Indonesia ("KSEI"), namely the Electronic General Meeting System KSEI ("eASY.KSEI"). The
agenda item for the Meeting is as follows:
MEETING AGENDA AND EXPLANATIONS
First Meeting Agenda Approval of the Annual Report and Ratification of the
Company's Financial Statements for the 2025 Financial Year.
Explanations:
This Agenda Item is presented based on Article 11 paragraph (2) of the Company's Articles of
Association and Articles 66 paragraph (1), 68 paragraph (3), and 69 paragraph (1) of Law No. 40 of
2007 concerning Limited Liability Companies ("UUPT").
The Board of Directors and the Board of Commissioners will report on the Company's performance
throughout the fiscal year ending December 31, 2025, in the Annual Report and Sustainability Report,
as well as the Company's performance in the Annual Consolidated Financial Statements for the year
ending December 31, 2025, which have been audited by the Public Accounting Firm Rintis, Jumadi,
Rianto and Partners based on their report dated February 25, 2026.
Furthermore, the Company proposes to the Meeting to grant approval and ratification of the Annual
Report, including the Board of Commissioners' Supervisory Report, and the Company's Financial
Statements, as well as to grant full release and discharge (volledig acquit et de charge) to the
members of the Board of Directors for their management duties and the Board of Commissioners for
their supervisory duties carried out for the Company in the 2025 financial year, provided that these
actions are reflected in the Annual Report and recorded in the Company's Financial Statements, and
are not criminal acts or violations of applicable laws and regulations.
Second Meeting Agenda Determination of the Company's Net Profit Appropriation for
the 2025 Financial Year
Explanations:
This Agenda Item is presented in accordance with the provisions of Article 26 Paragraph (1) and
Paragraph (2) of the Company's Articles of Association and Articles 70 and 71 of the UUPT, whereby
the appropriation of the Company's Net Profit is decided by the Annual General Meeting of
Shareholders.
The Company, with prior approval from the Board of Commissioners, has paid an interim dividend
for the first semester of 2025 from net profit, amounting to Rp738 (seven hundred and thirty-eight
Rupiah) per share, which was paid on November 26, 2025.
Page 2
Third Meeting Agenda Appointment of a Public Accountant and/or Public Accounting
Firm to Audit the Company's Annual Financial Statements for
the 2026 Financial Year.
Explanations:
This Agenda Item is submitted pursuant to Article 3 Paragraph (1) and Paragraph (4) of the Financial
Services Authority Regulation No. 9 of 2023 concerning the Use of Public Accountant Services and
Public Accounting Firms in Financial Services Activities.
Based on the recommendation of the Company's Audit and Risk Monitoring Committee, the Meeting
will propose the appointment of Public Accountant Mr. Toto Harsono, S.E.,CPA, and Public
Accounting Firm Rintis, Jumadi, Rianto and Partners (a member firm of the PricewaterhouseCoopers
global network), both of whom are registered with the OJK, to audit the Company's books for the
Fiscal Year ending December 31, 2026, and other Financial Statements as required by the Company,
and to authorize the Board of Commissioners and/or the Board of Directors of the Company to take
the necessary actions and arrangements related to the appointment, including determining the
amount of honorarium and other terms related to the appointment of the Public Accountant and the
Public Accounting Firm.
The Curriculum Vitae of the proposed Public Accountant and the Profile of the Public Accounting Firm
can be viewed and downloaded on the Company's official website (www.itmg.co.id).
Fourth Meeting Agenda Determination of Remuneration for Members of the Board of
Commissioners and the Board of Directors of the Company for
the 2026 Financial Year.
Explanations:
a) Determination of remuneration for the Board of Commissioners
Pursuant to Article 113 of the UUPT, and Article 22 paragraph (8) of the Company's Articles of
Association, the Company will propose approval of the salaries, honorariums, and allowances
for the Company's Board of Commissioners and subsequently grant authority and power to the
President Commissioner to determine the distribution among the members of the Board of
Commissioners.
b) Determination of remuneration for the Board of Directors
Referring to the provisions of Article 96 paragraph (1) of the UUPT, the amount of salaries and
allowances for the Board of Directors is determined based on the decision of the General Meeting
of Shareholders. However, in accordance with the provisions of Article 96 paragraph (2) of the
UUPTand Article 20 paragraph (5) of the Company's Articles of Association, this authority can be
delegated to the Board of Commissioners.
Fifth Meeting Agenda Approval of Changes to the Composition of the Board of
Commissioners
Explanations:
In connection with the resignation of Prof. Djoko Wintoro, PhD from his position as Independent
Commissioner of the Company, received on February 19, 2026, and publicly announced on February
23, 2026, this Agenda Item is proposed in compliance with Article 27 in conjunction with Article 8 of
Financial Services Authority Regulation No. 33/POJK.04/2014 concerning Directors and Board of
Commissioners of Issuers, and Article 22 Paragraph (4) of the Company’s Articles of Association.
Page 3
In connection therewith, the Company will propose to the Meeting the appointment of Mr. Gede Harja
Wasistha as the Independent Commissioner of the Company, to replace Mr. Prof. Djoko Wintoro,
PhD, for a term of office that will follow the remaining term of the other existing members of the Board
of Commissioners.
The profiles of the proposed members of the Company's Board of Directors and Board of
Commissioners are available on the Company's website (www.itmg.co.id).
Notes:
1. The Company will not send a separate invitation to Shareholders as this Convocation serves as an
official invitation for the Company's Shareholders to attend the Meeting. This Convocation is also
available on the Company’s website (www.itmg.co.id) and the eASY.KSEI application.
2. Shareholders entitled to attend or being represented at the Meeting are those whose names are
recorded in the Company's Register of Shareholders and/or recorded as owners of the Company's
shares in the securities sub-account balances at the Collective Depository of PT Kustodian Sentral Efek
Indonesia ("KSEI") at the close of shares trading on Thursday, March 16, 2026, at 4:00 PM WIB
(Western Indonesian Time).
3. The Company urges all Shareholders to attend the Meeting electronically by performing electronic
registration of attendance through the eASY.KSEI facility (https://akses.ksei.co.id/) or being
represented by another party by granting an electronic power of attorney (e-Proxy) through the
eASY.KSEI application (https://akses.ksei.co.id/), with the following procedures:
a. Shareholders must be registered in advance in KSEI Securities Ownership Reference facility
(“AKSes KSEI”) (https://akses.ksei.co.id).
b. For Shareholders who are already registered, the power of attorney can be granted within
eASY.KSEI via https://easy.ksei.co.id/egken/.
c. Shareholders may declare their proxy and vote, amend the appointment of the Proxy Recipient
and/or their voting choices for the Meeting Agenda Item, or revoke the power of attorney, starting
from the date of Meeting Convocation until no later than 1 (one) working day prior to the date of
the Meeting at 12:00 PM WIB.
4. Shareholders who intend to attend the Meeting electronically or grant their proxy electronically via the
eASY.KSEI application must pay attention to the following matters:
i. Registration Process.
ii. Electronic Submission of Questions and/or Opinions.
iii. Voting Process.
iv. GMS Broadcast.
5. The registration process for Shareholders who will attend the Meeting electronically via eASY.KSEI
must pay attention to the following matters:
a. The following Shareholders must register their attendance electronically in eASY.KSEI on the date
of the Meeting, from 08:00 AM WIB to 08:30 PM WIB:
Page 4
- Local individual Shareholders who have not declared their attendance or granted a power
of attorney in eASY.KSEI by the specified deadline and wish to attend the Meeting
electronically.
- Local individual Shareholders who have declared their attendance but have not yet set their
voting choice in eASY.KSEI by the specified deadline and wish to attend the Meeting
electronically.
- Proxies of the Shareholders who have given power of attorney to the independent
representatives or individual representatives but have not cast their vote on eASY.KSEI until
the specified time limit; and/or
- Proxies of the Shareholders who have given power of attorney to the participant/intermediary
(custodian bank or securities company) and have cast their votes in eASY.KSEI until the
specified time limit.
b. For Shareholders who have declared their attendance or granted power of attorney to an
independent representative or individual representative, and who have already set their voting
choice for the Meeting Agenda Item in eASY.KSEI within the specified deadline, they/their Proxy
Recipient do not need to perform electronic attendance registration in eASY.KSEI.
c. Any delay or failure in the electronic registration process for any reason will result in the
Shareholder or their Proxy being unable to attend the Meeting electronically, and their share
ownership will not be counted towards the attendance quorum.
6. Guidelines for registration, usage, and further explanations regarding eASY.KSEI can be downloaded
from the eASY.KSEI website (https://akses.ksei.co.id) or on the Company's website (www.itmg.co.id).
7. In the event that a Shareholder is unable to access eASY.KSEI, the Shareholder may grant a power of
attorney to PT Datindo Entrycom, the independent representative appointed by the Company, using
the Power of Attorney Form which can be downloaded from the Company's website (www.itmg.co.id)
starting from the date of the Notice of Meeting until 1 (one) working day prior to the date of the Meeting.
The signed Power of Attorney Form must then be submitted no later than April 16, 2026, at 4:00 PM
WIB (Western Indonesian Time) to:
PT Datindo Entrycom
Jl. Hayam Wuruk No. 28, Jakarta 10120
phone: +62-21-350 8077.
8. Regarding Shareholders Entitled to Attend who are present by Power of Attorney, it is stipulated that
members of the Board of Directors, Board of Commissioners, and employees of the Company may act
as proxies in the Meeting, but their votes will not be counted in the voting at the Meeting. The Power of
Attorney Form can be downloaded from the Company's website (www.itmg.co.id).
9. The Notary will be assisted by the Securities Administration Bureau in carrying out the verification and
counting of votes for decision-making on the Meeting Agenda Item, including votes cast by
Shareholders either through the eASY.KSEI facility or those submitted during the Meeting.
10. The materials to be discussed at the Meeting have been made available and can be accessed on the
Company's website, www.itmg.co.id, from the date of the Meeting Convocation until the date the
Meeting is held. The Company urges all Shareholders to first read the Rules of Conduct for the Meeting,
including the electronic meeting guidelines for those attending electronically, which are available on the
eASY KSEI system website.
Page 5
11. Shareholders entitled to attend have the right to submit questions related to the Meeting Agenda Item
via the Company's email at corsecitm@banpuindo.co.id; these questions will be presented at the
Meeting by the Proxy Recipient and recorded in the Minutes of the Meeting prepared by the Notary.
Answers to these questions will be sent via the Shareholder's email after the Meeting concludes.
12. The Company will not provide food, beverages, or souvenirs/tokens of appreciation.
13. The Company may announce changes and/or additional information regarding the procedures for
holding the Meeting by referring to the provisions of applicable laws and regulations.
Jakarta, March 17, 2026
PT INDO TAMBANGRAYA MEGAH Tbk
THE BOARD OF DIRECTORS
Names mentioned 7 people and organisations named in the text · linked when the evidence is strong
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.1 ×3
unresolved
org
Financial Services Authority
p.2 ×2
unresolved
person
Public Accountant Mr. Toto Harsono
p.2 ×2
unresolved
org
PT Datindo Entrycom
p.4 ×2
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
No extraction attempted yet.