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20260928_LAPD_Pemanggilan RUPS_32161348_lamp2.pdf
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NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT LEYAND INTERNATIONAL Tbk (“Company”)
The Board of Directors of the Company hereby invites the shareholders of the Company to attend the
Extraordinary General Meeting of Shareholders (the “Meeting”), which will be held on:
Day / Date : Tuesday, 20 October 2026
Time : 10:00 a.m. Western Indonesia Time (WIB) – until completion
Venue : Meeting Room, Hotel Maia
Jl. HBR Motik No. 4, Jl. Kebon Kacang Raya No. 27,
Kelurahan Kebon Kacang, Kecamatan Tanah Abang,
Central Jakarta, DKI Jakarta Province 10240
Meeting Mechanism : In-person and electronically through the Electronic General Meeting
System KSEI (“eASY.KSEI”)
Meeting Agendas:
1. Approval of the Company’s plan to conduct a Capital Increase with Pre-Emptive Rights
(“PMHMETD II”) through a limited public offering mechanism, as referred to in the
Financial Services Authority (“OJK”) Regulation No. 32/POJK.04/2015 concerning Capital
Increases by Public Companies with Pre-Emptive Rights, as amended by OJK Regulation
No. 14/POJK.04/2019 concerning Amendments to OJK Regulation No. 32/POJK.04/2015
concerning Capital Increases by Public Companies with Pre-Emptive Rights, and as
partially amended by OJK Regulation No. 45 of 2024 concerning the Development and
Strengthening of Issuers and Public Companies.
Explanation:
In connection with the implementation of PMHMETD II, the Company plans to issue a maximum of
2,000,000,000 (two billion) Series B shares, each having a nominal value of Rp25 (twenty-five Rupiah),
or equivalent to approximately 50.42% of the total number of shares issued by the Company prior to
the implementation of PMHMETD II.
2. Approval of the amendments to Article 4 paragraphs (1), (2), and (3) of the Company’s
Articles of Association in relation to: (i) the issuance of a new series of shares, namely
Series B Shares of the Company; and (ii) the implementation of PMHMETD II, including
the reaffirmation of the composition of the Company’s shareholders and the granting of
power and authority to the Board of Directors of the Company, with the right of
substitution, to take all necessary actions in connection with PMHMETD II.
Explanation:
This agenda is proposed to obtain the approval of the Company’s shareholders for the amendment to
Article 4 of the Company’s Articles of Association to adjust the provisions concerning the Company’s
capital structure in connection with the proposed issuance of Series B Shares by the Company and the
implementation of PMHMETD II, as well as to determine the composition of the Company’s
shareholders after taking into account the implementation of PMHMETD II and the issuance of the
Series B Shares.
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The Company also seeks the approval of the shareholders to grant power and authority to the Board
of Directors of the Company, with the right of substitution, to take all necessary actions in connection
with the implementation of the resolutions under the above agenda, including but not limited to: (i)
determining the number of new shares to be issued; (ii) determining the ratio of the pre-emptive
rights (“HMETD”); (iii) determining the exercise price of the HMETD; (iv) determining the schedule
for PMHMETD II; (v) determining the use of proceeds from PMHMETD II; (vi) amending the terms
and conditions applicable to the shareholders entitled to the HMETD in accordance with the prevailing
laws and regulations; and (vii) stating the number of shares issued by the Company in connection with
PMHMETD II in the relevant notarial deed and the Articles of Association of the Company.
3. Approval of the determination of the controlling shareholder of the Company in
accordance with Article 45 of OJK Regulation No. 45 of 2024 concerning the Development
and Strengthening of Issuers and Public Companies.
Explanation:
This agenda is proposed to comply with the provisions of Article 45 of OJK Regulation No. 45 of 2024
concerning the Development and Strengthening of Issuers and Public Companies, pursuant to which
PT JSI Sinergi Mas will be determined as the controlling shareholder of the Company.
4. Approval of the change in the composition of the management of the Company.
Explanation:
This agenda is proposed to comply with the provisions of Article 65 of the Company’s Articles of
Association and Article 8 of OJK Regulation No. 33/POJK.04/2014 concerning the Board of Directors
and Board of Commissioners of Issuers or Public Companies, in connection with the proposed
resignation of Mr. Bambang Rahardja Burhan from his position as a Director of the Company. Such
resignation shall become legally effective upon being resolved and approved at the Meeting.
5. Approval of the amendments to the Company’s Articles of Association, including
amendments to the Company’s name and domicile, the adjustment of the 2025
Indonesian Standard Industrial Classification (“KBLI”) under Article 3 of the Company’s
Articles of Association in accordance with Regulation of the Statistics Indonesia No. 7 of
2025 concerning the Indonesian Standard Industrial Classification, as well as the
adjustment of all provisions of the Company’s Articles of Association to the regulations of
the Financial Services Authority and the prevailing laws and regulations, particularly
those applicable to the capital markets sector.
Explanation:
This agenda is proposed to obtain the approval of the Company’s shareholders for the proposed
amendments to the Company’s Articles of Association, which include, among others: the change of
the Company’s name, from PT LEYAND INTERNATIONAL Tbk to PT JSI SINERGI
INTERNASIONAL Tbk, and the change of the Company’s domicile, from the Administrative City of
Central Jakarta to the Administrative City of South Jakarta, which will result in an amendment to
Article 1 of the Company’s Articles of Association.
The Company will also propose to the Meeting to approve the amendment to Article 3 of the Company’s
Articles of Association in relation to the adjustment of the Company’s business activities to the 2025
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Indonesian Standard Industrial Classification based on Regulation of the Statistics Indonesia No. 7 of
2025 concerning the Indonesian Standard Industrial Classification, which adjustment does not
constitute a change in business activities as referred to in OJK Regulation No. 17/POJK.04/2020
concerning Material Transactions and Changes in Business Activities.
Furthermore, the Company intends to seek the approval of the Company’s shareholders for the
adjustment of all provisions of the Company’s Articles of Association to the regulations of the Financial
Services Authority and the prevailing laws and regulations, particularly those applicable to the capital
markets sector, including but not limited to: (i) OJK Regulation No. 15/POJK.04/2020 concerning the
Planning and Organization of General Meetings of Shareholders of Public Companies (“POJK
15/2020”); (ii) OJK Regulation No. 14/POJK.04/2022 concerning the Submission of Periodic Financial
Statements by Issuers or Public Companies; and (iii) OJK Regulation No. 14 of 2025 concerning the
Electronic Conduct of General Meetings of Shareholders, General Meetings of Bondholders, and
General Meetings of Sukukholders.
6. Approval of the change of the Company’s address.
Explanation:
This agenda is proposed to obtain the approval of the Company’s shareholders for the proposed
change of the Company’s address to the following:
Previous Company Address New Company Address
Senayan City Panin Tower 1 Building Recapital Building, 3rd Floor
11th Floor, Jalan Asia Afrika Lot 19, Jl. Adityawarman No. 55, Kelurahan Melawai,
Kelurahan Gelora, Kecamatan Tanah Abang, Kecamatan Kebayoran Baru, Administrative
Administrative City of Central Jakarta, City of South Jakarta, DKI Jakarta Province
DKI Jakarta Province 10270 12160
Notes:
1. In connection with the Meeting, the Company will not send separate invitations to the shareholders of
the Company. Accordingly, this Notice shall constitute the official invitation to all shareholders of the
Company.
2. Shareholders entitled to attend the Meeting are shareholders whose names are duly registered in the
Company’s Register of Shareholders as of 25 September 2026 at 4:00 p.m. Western Indonesia
Time (WIB) (the “Eligible Shareholders”), or their duly authorized proxies.
3. The Meeting will be conducted both physically and electronically through the eASY.KSEI application.
4. To use the eASY.KSEI application, shareholders may access the eASY.KSEI menu, under the eASY.KSEI
Login submenu, available through the AKSes facility (https://akses.ksei.co.id/).
5. The Company recommends that shareholders who will attend the Meeting grant a proxy and cast their
votes electronically through eASY.KSEI. Such facility will be available from the date of this Notice until
1 (one) business day prior to the date of the Meeting, i.e. Monday, 19 October 2026 at
12:00 p.m. Western Indonesia Time (WIB).
6. If an Eligible Shareholder attends the Meeting other than through the eASY.KSEI mechanism, such
shareholder may grant a proxy to another party to attend and cast votes at the Meeting. The original
proxy form, accompanied by a photocopy of the shareholder’s Identity Card (KTP) or other valid
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identification document, must be presented at the time of attending the Meeting. Only proxies that
have been duly validated as representing Eligible Shareholders will be counted for purposes of
determining both the attendance quorum and the voting quorum for resolutions adopted at the
Meeting.
7. Shareholders who are unable to attend the Meeting may, in addition to granting a proxy to one of the
representatives of the Share Administration Bureau (BAE), grant a proxy to any other party of their
choice. The proxy holder is required to bring a valid proxy form accompanied by photocopies of the
identification documents of both the grantor and the proxy holder. Members of the Board of Directors,
Board of Commissioners, and employees of the Company may act as proxies at the Meeting; however,
votes cast by them in their capacity as proxies shall not be taken into account in the voting, subject
to the provisions of Article 48 of OJK Regulation No. 15/POJK.04/2020. Shareholders of the Company
may not grant a proxy to more than one proxy holder in respect of part of the shares they own with
different voting instructions. The voting form may be downloaded from the Company’s website and
will be made available as of the date of this Notice.
8. Shareholders or their proxies who intend to attend the Meeting physically are required to comply with
the protocols established by the Company, including the limitations on the number of physical
attendees. The protocols established by the Company for the Meeting include the following:
9. The Company will make the materials for each Meeting agenda available on the Company’s website
at https://www.leyand.co.id/.
10. The shareholders of the Company or their duly authorized proxies are respectfully requested to arrive
at the Meeting venue by 9:30 a.m. Western Indonesia Time (WIB). To ensure that the Meeting
is conducted in an orderly, concise, and efficient manner, the Meeting will commence promptly at the
scheduled time, and the registration desk will close at 10:00 a.m. Western Indonesia Time (WIB).
Shareholders or shareholder proxies arriving after 10:00 a.m. WIB will not be permitted to attend the
Meeting.
This Notice of the Extraordinary General Meeting of Shareholders is hereby conveyed to the shareholders
of the Company. The Company would like to thank all shareholders for their attention and participation in
the Extraordinary General Meeting of Shareholders.
Jakarta, 28 September 2026
The Board of Directors of the Company
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