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20251202_PGJO_Pemanggilan RUPS_31999152_lamp2.pdf
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INVITATION TO
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT BAHTERA BUMI RAYA 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 : Wednesday, December 24, 2025
Waktu : 10.00 Western Indonesian Time - finish
Place : Ascott Kuningan Jakarta,
11th Floor, Meeting Room 2,
Ciputra World 1, Jl. Prof. Dr. Satrio Kav. 3-5,
Jakarta 12940
Agenda of the Meeting:
1. 1st Agenda:
Approval of the Changes in the Company’s purpose and objectives.
Explanation:
The Company plans to add to the standard classification of Indonesian business fields
(KBLI) Holding Company Activities (KBLI 64200). In connection with the addition of the
KBLI, the Company needs to change the purpose and objectives in the Company's articles
of association and obtain approval from shareholders.
2. 2nd Agenda:
Approval for Material transaction plan and affiliate transaction in the form of loans from
shareholder
Explanation:
The Company plans to take loan from the controlling shareholder, namely PT Batu
Investasi Indonesia. The drawdown of the loan is a material transaction as referred to in
OJK Regulation No.17/POJK.04/2020 concerning Material Transactions and Changes in
Business Activities ("POJK 17/2020") and affiliate transaction as referred to in OJK
Regulation No.42/POJK.04/2020 concerning Affiliate Transactions and Conflicts of Interest
Transactions ("POJK 42/2020"). In accordance with the provisions of POJK 17/2020 and
POJK 42/2020, the Company is required to obtain approval from the independent
shareholders for the execution of the transaction.
3. 3rd Agenda:
Approval for Material transaction plan in the form of asset purchase by subsidiaries
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Explanation:
The Company through its subsidiaries plans to purchase assets that have significant
value and therefore are material transaction as referred to in POJK 17/2020. In this
regard, the Company is required to obtain approval from shareholders.
General provisions:
This meeting invitation is an official invitation in accordance with the provisions of Article 52
paragraph 1 of POJK 15/2020 juncto Article 14 paragraph 1 of the Company's Articles of
Association, hence, separate invitations to the Company's Shareholders are no longer required.
1. Shareholders of the Company who are entitled to attend or be represented in the GMS
are the Shareholders whose names are recorded in the Shareholder Register on
Monday, December 1, 2025, at 4:00 PM Jakarta Time.
2. The Meeting will be conducted electronically using the eASY.KSEI application provided
by PT Kustodian Sentral Efek Indonesia ("KSEI"), in accordance with the Financial
Services Authority Regulation No.14 Year 2025 concerning the Implementation of the
General Meeting of Shareholders, General Meeting of Bondholders, and General
Meeting of Sukuk Holders of Public Companies Electronically juncto Article 11 of the
Company's Articles of Association.
3. In relation to the organization of the Meeting through the eASY.KSEI application as
mentioned above, Shareholders' participation in the Meeting can be carried out through
the following mechanisms:
a. Participating electronically in the Meeting or granting electronic proxy through the
eASY.KSEI application;
b. Physically attending the Meeting; or
c. Granting proxy using the written proxy form as referred to in number 10 letter (b) of
these General Provisions.
4. For shareholders who wish to attend the Meeting physically, please be informed that
due to limited room capacity (and in accordance with OJK Regulation No. 16 Year 2025
concerning the Implementation of the General Meeting of Shareholders, General
Meeting of Bondholders, and General Meeting of Sukuk Holders of Public Companies
Electronically, the Company will limit the maximum number of shareholders or their
proxies who may attend physically to 30 (thirty) persons, based on a first come, first
served basis. Physical attendance must be confirmed as stated in point 5 below. In
light of this, the Company strongly encourages shareholders to attend the Meeting
electronically or to grant their proxy electronically (“E-Proxy”) as described in point 9.
5. Confirmation to participate in the Meeting either physically or electronically can be
submitted to the Company via email to bbr.office@ptbbr.com, accompanied by Proof of
Written Confirmation for the General Meeting of Shareholders (KTUR) and official
identification card, and using an email address corresponding to the name on the
identification card no later than December 11, 2025. The Company will send an email
regarding the procedures for participating in the Meeting electronically to Shareholders
who have submitted requests and have been verified by the Company or Securities
Administration Bureau.
6. Shareholders who participate electronically or provide electronic proxies (e-Proxy)
through the eASY.KSEI application as referred to in number 3 letter a of these General
Provisions must observe the following:
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a. Shareholders of the Company eligible to use the eASY.KSEI application are
shareholders whose shares are held in collective custody by KSEI;
b. Shareholders of the Company must first be registered in the KSEI Securities
Ownership Reference Facility ("AKSes KSEI"). For Shareholders who are not yet
registered, please first register through the website (https://akses.ksei.co.id/);
c. To use the eASY.KSEI application, Shareholders can access the eASY.KSEI
menu, submenu Login eASY.KSEI located in the AKSes KSEI facility
(https://akses.ksei.co.id/).
7. Shareholders of the Company or their proxies who will attend electronically through the
eASY.KSEI application as referred to in number 3 letter a of these General Provisions,
please pay attention to the following:
a. Shareholders of the Company can declare their attendance electronically until
December 23, 2025, at 12:00 PM WIB ("Attendance Declaration Deadline"), and
cast their votes through eASY.KSEI from the date of this invitation until the
Attendance Declaration Deadline.
b. For:
i. Shareholders of the Company who have not declared their attendance
electronically by the deadline as referred to in number 6 letter a of these
General Provisions;
ii. Shareholders of the Company who have declared their attendance
electronically but have not cast their votes until the Attendance Declaration
Deadline;
iii. Representatives of Shareholders and independent parties appointed by the
Company (PT ADIMITRA JASA KORPORA as the Company's Securities
Administration Bureau ("BAE")) who have received proxies from
Shareholders, but the relevant Shareholders have not determined their voting
preferences until the Attendance Declaration Deadline;
iv. Participants of KSEI/Intermediaries (Custodian Banks or Securities
Companies) who have received proxies from Shareholders of the Company
who have determined their voting preferences in the eASY.KSEI application;
are required to register through the eASY.KSEI application on the Meeting date
until the latest by 9:45 AM WIB.
c. Delay or failure in the electronic registration process for any reason will result in
Shareholders or their proxies being unable to attend the Meeting electronically
and their share ownership will not be counted in the quorum of attendance.
8. For Shareholders of the Company in the form of certificates/scripts, you can provide
proxies using the available written proxy form format provided on the Company's
website Perseroan https://www.bahterabumiraya.com
9. For Shareholders of the Company or their proxies who intend to attend the Meeting
physically as referred to in number 3 letter b of these General Provisions, the
Shareholders of the Company or their proxies must submit to the registration officer the
original Written Confirmation for the Meeting (hereinafter referred to as "KTUR") and the
original Identity Card (hereinafter referred to as "KTP") or other identification before
entering the Meeting room. For proxies of Shareholders of the Company in the form of
legal entities, in addition to submitting the original
KTUR and a photocopy of the KTP or other identification, they must also submit a
photocopy of the latest Articles of Association and the latest appointment deed of the
Board of Directors of the legal entity they represent.
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10. In the event that a Shareholder or their proxy has declared or registered their attendance
electronically, but subsequently attends the Meeting physically, the Company will cancel
the Shareholder's or proxy's electronic attendance as registered in the eASY.KSEI
application.
11. Shareholders of the Company may be represented by their proxies in the following ways:
a. By providing electronic proxy (e-Proxy) through the eASY.KSEI application as
referred to in number 3 letter a of these General Provisions, with the condition that
Shareholders must submit proxies and/or its votes, make changes to the
appointment of proxy recipients and/or voting choices for Meeting agenda items, or
revoke proxies electronically through the eASY.KSEI application from the date of
this invitation until the Attendance Declaration Deadline;
b. By using the available written proxy form format provided on the Company's website
Perseroan https://www.bahterabumiraya.com , with the following conditions:
i. Shareholders of the Company are not allowed to grant proxies to more than one
proxy for a portion of their shareholding with different votes;
ii. In case the proxy form referred to in number 10 letter b of these General
Provisions is signed outside the territory of the Republic of Indonesia, the proxy
form must be apostilled by authorized institution;
iii. The proxy form format can be downloaded from the Company's website and
when completed, it must be submitted to the Company's Securities
Administration Bureau (BAE) at the following address:
Kirana Boutique Office
Jl. Kirana Avenue III Blok F3 No. 5
Kelapa Gading, North Jakarta - 14250
on any business day from the date of the Meeting invitation until the latest by
December 23, 2025, at 16:00 PM WIB.
c. If members of the Board of Directors, Board of Commissioners, and employees of
the Company act as proxies in the Meeting, the votes they cast will not be counted
in the voting process.
12. The materials related to the Meeting are available and accessible through the
Company's website Perseroan https://www.bahterabumiraya.com from the date of this
Meeting invitation until the day of the Meeting.
13. Shareholders of the Company or their proxies can observe the ongoing Meeting via
Zoom webinar by accessing the eASY.KSEI menu, "GMS Broadcast" submenu,
available in the AKSes KSEI facility (https://akses.ksei.co.id/) or through the "GMS
Broadcast" menu on the mobile AKSes KSEI application, with the following conditions:
a. Shareholders of the Company or their proxies must be registered in the eASY.KSEI
application no later than December 23, 2025, at 12:00 PM WIB.
b. The GMS broadcast has a capacity of up to 500 participants, where the attendance
of each participant will be determined on a first-come-first-served basis.
Shareholders of the Company or their proxies who do not have the opportunity to
observe the Meeting via GMS Impressions will still be considered validly present
electronically, and their share ownership and voting preferences will be counted in
the Meeting, as long as they have registered in the eASY.KSEI application.
c. Shareholders of the Company or their proxies who only observe the Meeting via
GMS broadcast but are not registered as present electronically in the eASY.KSEI
application will be considered invalidly present and will not be included in the
calculation of the Meeting's quorum.
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14. To have the best experience using the eASY.KSEI application and/or GMS broadcast,
shareholders or their proxies are advised to use the Mozilla Firefox web browser.
15. If there are any technical operational changes to the eASY.KSEI application or changes
to regulations, guidelines, and/or explanations from KSEI related to the conduct of
electronic Meetings through the eASY.KSEI application after the date of this invitation,
then such changes will apply to the conduct of the Meeting, and all provisions in these
General Provisions related to the conduct of electronic Meetings through the
eASY.KSEI application are considered adjusted accordingly to those changes.
Notes:
Shareholders or their proxies can attend the Meeting electronically or physically. Shareholders
or their proxies who physically attend the Meeting are required to adhere to the protocols at
the Meeting venue established by the Company, including the following:
1) Shareholders of the Company or their proxies are respectfully requested to be at the
Meeting venue by 10:00 WIB so that the Meeting can start on time. Registration will be
closed at 9:45 WIB. Shareholders or proxies of Shareholders who arrive after registration
is closed will be considered absent, therefore unable to propose motions and/or questions,
and will not be able to vote in the Meeting.
2) The Company does not provide souvenirs, food, and drinks.
3) If there are any changes and/or additions to the information regarding the Meeting
procedures, it will be announced on the Company's website Perseroan
https://www.bahterabumiraya.com
4) In case of an emergency situation that prevents the Company from holding the Meeting
physically, the Company will conduct the Meeting electronically without Shareholder
attendance, with prior notification provided to the Shareholders of the Company.
Jakarta, December 2, 2025
PT BAHTERA BUMI RAYA Tbk
Board of Directors
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BAHTERA BUMI RAYA Tbk
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PT Kustodian Sentral Efek Indonesia
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Financial Services Authority
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PT ADIMITRA JASA KORPORA
p.3
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