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20251202_PGJO_Pemanggilan RUPS_31999152_lamp2.pdf

RUPS notice Text extracted PGJO

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Page 1
                              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
Page 2
      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:
Page 3
      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.
Page 4
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.
Page 5
  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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Names mentioned 5 people and organisations named in the text · linked when the evidence is strong

possible person Prof. Dr. Satrio p.1
unresolved org BAHTERA BUMI RAYA Tbk p.1 ×4
unresolved org PT Kustodian Sentral Efek Indonesia p.2
unresolved org Financial Services Authority p.2
unresolved org PT ADIMITRA JASA KORPORA p.3

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