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20230724_YELO_Pemanggilan RUPS_31353668_lamp1.pdf
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CONVOCATION
SECOND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
AND
SECOND INDEPENDENT GENERAL MEETING OF SHAREHOLDERS
PT YELOOO INTEGRA DATANET Tbk (the “Company”)
In connection with the failure to achieve a quorum in the Extraordinary General Meeting of Shareholders and the General Meeting of Independent Shareholders
which were held on Thursday, July 20, 2023 (“First Meeting”) as required in the Company's Articles of Association and OJK Regulations, then based on OJK
Regulations No.15/POJK.04/2020, the Board of Directors of the Company invites the Shareholders of the Company to attend the Second Extraordinary General
Meeting of Shareholders ("EGMS") and the Second General Meeting of Independent Shareholders ("Independent GMS") which will be held on:
Day/date : Monday, July 31, 2023
Time : 11.00 WIB – done
Place : Axa Tower, 42 floor, Jl. Prof. Dr. Satrio, Kav.18
Karet Kuningan, Setiabudi, Jakarta Selatan-12940
The agenda of the EGMS is as follows:
1. Approval of an increase in authorized capital, issued capital and paid-up capital of the Company through Capital Increase by Exercising
Preemptive Rights II ("PMHMETD II") in order to issue Preemptive Rights ("HMETD"), including approval of amendments to Article 4 of
the Company's Articles of Association in connection with the increase in capital in the framework of PMHMETD II and granting power
and authority to the Board of Directors of the Company with the right of substitution to carry out all necessary actions rela ted to
PMHMETD II;
Explanation :
The Company plans to increase its Authorized Capital from the previous Rp257,200,000,000 (two hundred fifty-seven billion two
hundred million Rupiah) to Rp6,000,000,000,000 (six trillion Rupiah). The Company will pay attention to the amount of paid -up and
fully issued capital after the implementation of PMHMETD II will not exceed the Company's Authorized Capital.
2. Approval for the Expansion of New Series Shares, namely Series B with a nominal value of Rp. 50,- (fifty Rupiah) per share;
Explanation :
In connection with PMHMETD II to be implemented by the Company and considering that the Company's current Share Price is below the
current nominal value of Rp100 (one hundred Rupiah), the Company intends to issue shares with a new nominal value of Rp50 (fifty
Rupiah). The issuance of shares with the new nominal value will always meet the requirements and comply with article 4 POJK
31/POJK.04/2017 concerning the Issuance of Shares with Different Nominal Values, namely:
a. shares of the same classification with different par values have the same and equal rights and positions; and
b. shares with the old par value cannot be converted into shares with the new par value.
3. Approval of the issuance of shares in deposits (portfolio) of the Company in connection with the implementation of PMHEMTD II and granting
power and authority to the Board of Directors of the Company with the right of substitution, to take all actions deemed necessary and good
related to the implementation of the issuance of shares in deposits (portfolio) in connection with the implementation of PMHMETD II as
mentioned above;
Explanation :
In connection with the implementation plan of PMHMETD II, the Company intends to offer a maximum of 30,604,390,480 (thirty billion six
hundred four million three hundred ninety thousand four hundred eighty) ordinary shares on behalf of Series B ("New Shares"), with a nominal
value of Rp50,- (fifty Rupiah) each share representing a maximum of 88.52% (eighty-eight point five two percent) of the issued and fully paid-
up capital after PMHMETD II with The price of Preemptive Rights is Rp50,- (fifty Rupiah) so that the total implementation of PMHMETD II is a
maximum of Rp1,530,219,524,000,- (one trillion five hundred thirty billion two hundred nineteen million five hundred twenty four thousand
Rupiah).
The agenda of the Independent GMS is as follows:
Approval of the conversion of debt into shares by PT Artalindo Semesta Nusantara ("ASN") as the controlling shareholder of the Company
and also as a Standby Buyer in PMHMETD II, in the form of ASN receivables to the Company of a maximum of Rp737,116,800,000 (seven
hundred thirty-seven billion one hundred sixteen million eight hundred thousand Rupiah), which is a material transaction in accordance
with the provisions of POJK No. 17/POJK.04/2020 of 2020 concerning Material Transactions and Changes in Business Activities ( "POJK
No. 17/2020") and affiliate transactions and conflict of interest transactions in accordance with the provisions of POJK No.
42/POJK.04/2020 of 2020 concerning Affiliate Transactions and Conflict of Interest ("POJK No. 42/2020").
Explanation:
In connection with the planned use of funds in PMHMETD II for debt repayment, the Company will use a maximum of IDR 737,116,800,000
(seven hundred thirty-seven billion one hundred sixteen million eight hundred thousand Rupiah) to pay off debts to PT Artalindo Semesta
Nusantara ("ASN") based on the agreement between the Company and ASN dated May 30, 2023 as already in the addendum based on
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Addendum I of the agreement dated August 29, 2022 and Addendum II dated March 31, 2023 (hereinafter referred to as "Debt
Conversion") either by converting debt into shares or by payment using PMHMETD II proceeds of a maximum of 14,742,336,000 (fourteen
billion seven hundred forty-two million three hundred thirty-six thousand) Series B ordinary shares ("New Shares") with a nominal value
of IDR 50 (fifty Rupiah) with an exercise price of Preemptive Rights of IDR 50 (fifty Rupiah). The conversion of the Debt will be subject to
approval from the Independent GMS first.
Note :
1. In connection with the holding of the second Meeting, the Company does not send a separate invitation to each of the Shareholders of the Company,
so this Invitation Advertisement is an official invitation for all Shareholders of the Company. This invitation can also be seen on the
https://www.passpod.com/id/investor-relations page ("Company Website"), the application for the electronic GMS or eASY.KSEI provided by PT
Kustodian Sentral Efek Indonesia ("KSEI") ”) which can be accessed through the KSEI website at the link https://access.ksei.co.id (“eASY.KSEI”), and
the PT Bursa Efek Indonesia (“IDX”) website page.
2. The Second meeting will be held with reference to the Financial Services Authority (“OJK”) Regulation No.15/POJK.04/2020 concerning the Plan and
Organizing of the General Meeting of Shareholders of a Public Company (“POJK 15/2020”), OJK Regulation No. 16/POJK.04/2020 concerning the
Electronic Implementation of the General Meeting of Shareholders of Public Companies (“POJK 16/2020”) and OJK Letter No. S-124/D.04/2020 dated
April 24, 2020 regarding Certain Conditions in the Implementation of the General Meeting of Shareholders of a Publicly Listed Company Electronically
(“SE-OJK 124/2020”) and the Company's Articles of Association;
3. Those who are entitled to attend or be represented at the second meeting are :
a) for the Company's shares that are not in collective custody, only Shareholders whose names are legally registered in the Company's Register of
Shareholders on July, 21 2023 at the latest until 16.00 WIB at PT Ficomindo Buana Registra, Securities Administration Bureau (BAE) The
Company is domiciled in Jakarta and having its address at Jl. Kyai Caringin, No.2A, RT11 RW4, Kel. Cideng, Kec. Gambir, Central Jakarta-
10150;
b) for shares held in collective custody at KSEI or at the Custodian Bank (“BK”) or at a Securities Company (“PE”), only Shareholders whose names
are recorded in the Register of Account Holders at KSEI or BK or PE on July, 21, 2023 no later than 16.00 WIB.
4. Shareholders whose shares are in collective custody intending to attend the Second Meeting are required to register themselves through a member of the
stock exchange or the custodian bank of the securities account holder at KSEI to obtain a Written Confirmation for the second Meeting ("KTUR");
5. Shareholders or their legal proxies who will attend the second Meeting are respectfully requested to bring and submit a photocopy of the Collective
Shares Certificate and a photocopy of their National Identity Card ("KTP") or other valid personal identification to the Registrar before entering the
second Meeting room. Especially for Shareholders in collective custody are required to bring KTUR and show it to the Registrar before entering the
second Meeting room;
6. Shareholders who are unable to attend the second Meeting may be represented by their legal proxies by bringing the original valid power of attorney
with the content and form as determined by the Board of Directors of the Company and by attaching a photocopy of ID card or other valid identification
from the Shareholders of the Company as the proxy. as well as power of attorney;
7. Shareholders of the Company in the form of legal entities such as limited liability companies, cooperatives, foundations or pension funds are required to
bring a photocopy of the latest and complete articles of association as well as ratification of the deed of establishment and approval of the latest
amendments to their articles of association from the Ministry of Law and Human Rights of the Republic of Indonesia as follows the last composition of the
board of directors;
8. Members of the Board of Directors, members of the Board of Commissioners and employees of the Company may act as proxies for shareholders at the
second Meeting, but the votes they issue as proxies in the second Meeting are not taken into account in the voting;
9. Second Meeting materials can be downloaded directly on the Company's Website from the date of this second Meeting Call until the implementation of
the second Meeting;
10. The Company does not provide food / beverages / receipts / gifts / souvenirs for shareholders du ring the second Meeting;
11. The rules for the implementation of the second Meeting can be accessed through the Company's Website. With the submission of the Code of Conduct,
the Shareholders or the Shareholders' proxies are deemed to have understood and will comply during the implementation of the second Meeting;
12. In order to ensure the smooth and orderly operation of the second Meeting, shareholders or their legal proxies are respectfully requested to be present
at the second meeting place 30 (thirty) minutes before the second Meeting begins.
Thus, the Shareholders will be aware of it.
Jakarta, July, 24, 2023
PT Yelooo Integra Datanet Tbk
Boards of Director
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