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20260311_WMUU_Pemanggilan RUPS_32053382_lamp1.pdf

RUPS notice Text extracted WMUU

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Page 1
                                      PT WIDODO MAKMUR UNGGAS TBK
                                                 (“The Company”)
                                                    NOTICE OF
                           ANNUAL GENERAL MEETING OF SHAREHOLDERS AND
                         EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
The Board of Directors of the Company hereby calls and invites the Shareholders of the Company to attend
electronically the Annual General Meeting of Shareholders and the Extraordinary General Meeting of
Shareholders, which will be held on:
      Day/ Date              :   Thursday, 2 April, 2026
      Time                   :   09.30 WIB until completion
      Venue                  :   The Company’s Head Office, Graha Widodo Makmur, Jalan Raya Cilangkap No.
                                 58, RT 007, RW 003, Cilangkap Sub-district, Cipayung District, East Jakarta,
                                 Special Capital Region of Jakarta 13870, Indonesia


                            Agenda of the Annual General Meeting of Shareholders
Agenda Item 1
Approval and Ratification of the Company’s Annual Report for the financial year ended 31 December 2025,
including the Activity Report, the Board of Commissioners’ Supervisory Report, and the Financial Statements
for the financial year ended 31 December 2025.
Explanation
a. This agenda item is included to comply with the provisions of the Company’s Articles of Association and Article 69
   paragraph (1) of Law Number 40 of 2007 concerning Limited Liability Companies as well as its amendment
   (“Company Law”).
b. The Company’s Annual Report for the financial year 2025, including the audited consolidated financial statements
   of the Company and its Subsidiaries for the year ended 31 December 2025, as well as the Board of Commissioners’
   supervisory report, will be presented by the Board of Directors and/or the Board of Commissioners under this
   agenda item for the approval and/or ratification of the Meeting.
Agenda Item 2
Determination of the appropriation of the Company’s net profit for the financial year ended 31 December 2025
Explanation:
Discussion regarding the proposed appropriation of the Company’s operating results for the financial year 2025.
Agenda Item 3
Approval of the appointment of a Public Accountant and/or Public Accounting Firm to audit the Company’s
Financial Statements for the financial year ended 31 December 2026, and the granting of authority to determine
the amount of honorarium for such Public Accountant and/or Public Accounting Firm and other related
requirements.
Page 2
Explanation:
This agenda item is included to comply with the provisions of Article 59 of Financial Services Authority Regulation No.
15/POJK.04/2020 concerning the Planning and Implementation of General Meetings of Shareholders of Public
Companies (“POJK 15/2020”) and Article 3 paragraph (1) of Financial Services Authority Regulation No. 9 of 2023
concerning the Use of Public Accountant and Public Accounting Firm Services in Financial Service Activities.
Agenda Item 4
Determination of the honorarium/salary, facilities, and other allowances for the members of the Board of
Commissioners and the Board of Directors of the Company for the year 2026.
Explanation:
This agenda item is included to comply with the provisions of the Company’s Articles of Association and the Company
Law in relation to the determination of the amount of salary and other allowances for the Board of Directors and the
honorarium for the Board of Commissioners of the Company.
Agenda Item 5
Changes to the Composition of the Board of Directors and the Board of Commissioners of the Company
Explanation:
This agenda item is included in connection with the expiration of the term of office of the members of the Board of
Directors and Board of Commissioners of the Company and based on the following provisions: (i) Financial Services
Authority Regulation No. 33/POJK.04/2014 concerning the Board of Directors and the Board of Commissioners of
Issuers or Public Companies; (ii) POJK 15/2020; (iii) Article 94 paragraph (1) in conjunction with Article 111 paragraph
(1) of the Company Law; and (iv) Article 17 paragraph (2) in conjunction with Article 20 paragraph (2) of the Company’s
Articles of Association which stipulate that the members of the Board of Directors and the Board of Commissioners
shall be appointed and dismissed by the General Meeting of Shareholders.

                         Agenda of the Extraordinary General Meeting of Shareholders
Agenda Item 1
Approval of the increase in the Company’s authorized capital
Explanation:
This agenda item relates to the increase of the Company’s authorized capital through the amendment of Article 4
paragraph (1) of the Company’s Articles of Association. The Company’s authorized capital, which was previously
Rp1,000,000,000,000 (one trillion Rupiah) divided into 20,000,000,000 (twenty billion) shares, will be increased to
Rp1,500,000,000,000 (one trillion five hundred billion Rupiah) divided into 30,000,000,000 (thirty billion) shares.
Agenda Item 2
Approval of the Company's plan to undertake a capital increase with Pre-emptive Rights (“PMHMETD”),
including:
a.     Amendment of Article 4 paragraph (2) of the Company’s Articles of Association regarding the issued
       and paid-up capital, in connection with the realization of the capital increase by granting Pre Emptive
       Rights to the Company’s shareholders through the PMHMETD mechanism;
b.     Granting power and authority to the Board of Directors of the Company, with the right of substitution,
       to carry out all necessary actions in relation to the PMHMETD, including but not limited to preparing or
       causing to be prepared any deeds, letters and other required documents, appearing before the relevant
       authorities or officials including a notary, submitting applications to the relevant authorities or officials
       to obtain approval or to report the same to the relevant authorities or officials, and registering it in the
       Company Register in accordance with the prevailing laws and regulations.
Page 3
Explanation:
This agenda item is included to comply with the provisions of Financial Services Authority Regulation No.
32/POJK.04/2015 concerning Capital Increase of Public Companies by Granting Pre-Emptive Rights as amended by
Financial Services Authority Regulation No. 14/POJK.04/2019 concerning Amendments to Financial Services
Authority Regulation No. 32/POJK.04/2015 concerning Capital Increase of Public Companies by Granting Pre-Emptive
Rights (“POJK No. 14/2019”), whereby Article 4 paragraph (2) of the Company’s Articles of Association will be
amended in connection with the realization of the proceeds from PMHMETD.
The Company intends to conduct a capital increase with PMHMETD by issuing up to 6,100,000,000 (six billion one
hundred million) new shares with a nominal value of Rp50 (fifty Rupiah) per share.
Agenda Item 3
Approval of the conversion of Shareholders’ receivables (claims) into shares of the Company (debt-to-equity
swap)
Explanation:
This agenda item is included to comply with Article 35 paragraph (1) of the Company Law relates to the plan to convert
the receivables (claims) of the Company’s Shareholders into shares of the Company. Such conversion will be carried
out through the PMHMETD planned by the Company.
Notes regarding the Annual General Meeting of Shareholders and the Extraordinary General Meeting of
Shareholders (the “Meeting”):
   1. The Company will not send a separate invitation to the Shareholders of the Company, and this Notice shall
      serve as the official invitation to the Meeting.
   2. The Meeting will be conducted in accordance with POJK 15/2020 and Financial Services Authority Regulation
      No. 14 of 2025 concerning the Electronic Implementation of General Meetings of Shareholders, General
      Meetings of Bondholders, and General Meetings of Sukuk Holders.
   3. The Company’s Meeting will be held physically and by using the Electronic General Meeting System facility of
      KSEI (“eASY.KSEI”) provided by PT Kustodian Sentral Efek Indonesia (“KSEI”).
   4. Shareholders who are entitled to attend or be represented by proxy at the Meeting are only the Shareholders
      or their valid proxies whose names are recorded in the Company’s Register of Shareholders as of 10 March
      2026 at 16:00 WIB.
   5. Shareholders’ participation in the Meeting may be conducted through the following mechanisms: (i) physical
      attendance; or (ii) electronic attendance through the eASY.KSEI facility.
   6. Confirmation to participate in the Meeting, either physically or electronically, may be submitted to the Company
      via e-mail at corporate.secretary@wmu-group.co.id by attaching proof of Written Confirmation for GMS (KTUR)
      and a valid identification card, and using an e-mail address that corresponds to the name stated in the
      identification card, no later than 18 March 2026. The Company will send an e-mail regarding the procedures
      for participating in the Meeting electronically to the Shareholders who have submitted the request and have
      been verified by the Company or the Share Registrar..
   7. The Company provides two (2) methods of granting a proxy:
      a. Conventional Power of Attorney
          Shareolders may download the Power of Attorney form from the eASY.KSEI website
          (https://easy.ksei.co.id/), the Company’s website (www.widodomakmurunggas.co.id), or contact the
          Company’s Share Registrar: PT Datindo Entrycom, located at Jl. Hayam Wuruk No. 8, 2nd Floor, Jakarta,
          Tel. +62 21 350 8077. The original Power of Attorney that has been completed and signed on a Rp10,000
          stamp duty, together with a copy of the identification card (ID Card/Passport), must be submitted in scanned
          copy via e-mail to corporate.secretary@wmu-group.co.id. Such Power of Attorney must be received by the
          Company and the Company’s Share Registrar no later than 1 (one) working day prior to the date of the
          Meeting at 12:00 WIB.
Page 4
    b. Electronic Proxy (“e-Proxy”)
        The e-Proxy may be accessed electronically on the eASY.KSEI platform through https://akses.ksei.co.id.
        Submission of the e-Proxy through eASY.KSEI must be made no later than 1 (one) working day prior to
        the date of the Meeting at 12:00 WIB.
        Shareholders may also grant their voting rights to the Company’s Share Registrar, PT Datindo Entrycom,
        as an Independent Party appointed by the Company, including their voting instructions, either through a
        conventional power of attorney or through the eASY.KSEI website in accordance with the mechanisms
        described above.
8. Powers of Attorney signed abroad must be legalized by a local notary and further legalized by the Embassy or
    Representative Office of the Republic of Indonesia in the relevant country in accordance with applicable laws
    and regulations, or must be apostilled for countries where the Apostille Convention applies.
9. Only Powers of Attorney that have been validated as representing the Company’s Shareholders shall be
    entitled to attend the Meeting and will be counted toward the quorum for decision-making.
10. Shareholders in the form of legal entities are required to submit copies of their latest articles of association as
    well as copies of the latest deed of appointment of the members of the Board of Directors and the Board of
    Commissioners, together with copies of the identification cards of the Grantor and the Proxy (if represented by
    proxy).
11. The Company’s Annual Report for the year 2025, the Meeting agenda materials, and the Meeting rules may
    be downloaded from the Company’s website at www.widodomakmurunggas.co.id as of the date of this Notice.

                                          Jakarta, 11 March 2026
                                    PT WIDODO MAKMUR UNGGAS TBK
                                                 Board of Directors

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Names mentioned 5 people and organisations named in the text · linked when the evidence is strong

linked org WIDODO MAKMUR UNGGAS TBK p.1 ×5
linked org Widodo Makmur p.1
unresolved org Financial Services Authority p.2 ×7
unresolved org PT Kustodian Sentral Efek Indonesia p.3
unresolved org PT Datindo Entrycom p.3 ×2

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