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20260714_BRNA_Pemanggilan RUPS_32111733_lamp3.pdf
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Page 1
PT BERLINA Tbk
"THE COMPLETE PACKAGING CONCEPT"
Jl. Jababeka Raya Blok E12-17, Kawasan Industri Jababeka,
Cikarang, Bekasi 17530
Telp. (021) 898 30160 – Website : www.berlina.co.id
INVITATION OF
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
The Board of Directors of PT Berlina Tbk (“Company”) invites the Company’s shareholders
(“Shareholders”) to attend the Extraordinary General Meeting of Shareholders of the Company
(“Meeting”) which will be held on:
Day/Date : Wednesday, August 5th 2026
Time : 10.00 AM (Western Indonesian Time)
Venue : PT Berlina Tbk Office
Jl. Jababeka Raya Blok E12-17 Kawasan Industri Jababeka Cikarang,
Desa Wangunharja, Kecamatan Cikarang Utara, Kabupaten Bekasi,
Jawa Barat 17530
Mechanism : Electronic general meeting of shareholders using eASY.KSEI application
and on-site with limited quota
Meeting Agenda
1. Adjustment of Article 3 of the Company’s Articles of Association in respect of the Company’s
Purpose and Objectives as well as the Company's Business Activities to align with Statistics
Indonesia Regulation No. 7 of 2025 on the Indonesian Standard Industrial Classification
(Klasifikasi Baku Lapangan Usaha Indonesia or “KBLI”);
2. Approval of an increase in the Company’s authorized capital to 3,916,440,000 shares in the
context of the Capital Increase through Preemptive Rights III (Penambahan Modal dengan
Hak Memesan Efek Terlebih Dahulu III or “PMHMETD III”), as well as amendments to Article
4 paragraph (1) of the Company’s Articles of Association and the granting of power and
authority to the Company’s Board of Directors, with the right of substitution, to carry out all
necessary actions in connection with said Capital Increase;
3. Approval of an increase in the Company’s issued and paid-up capital by a maximum of
543,950,000 shares through a rights issue mechanism (Hak Memesan Efek Terlebih Dahulu
or “HMETD”), including approval of the conversion of the Company’s debt to PT Dwi Satrya
Utama (“DSU”) into shares contribution in the context of PMHMETD III, with due observance
of applicable laws, including Financial Services Authority (Otoritas Jasa Keuangan or “OJK”)
Regulation No. 32/POJK.04/2015 on Capital Increases of Public Companies Through Right
Issue, as amended by OJK Regulation No. 14/POJK.04/2019 on Amendments to OJK
Regulation No. 32/POJK.04/2015 on Capital Increase of Public Companies Through Right
Issue (“POJK 32/2015”);
Page 2
PT BERLINA Tbk
"THE COMPLETE PACKAGING CONCEPT"
Jl. Jababeka Raya Blok E12-17, Kawasan Industri Jababeka,
Cikarang, Bekasi 17530
Telp. (021) 898 30160 – Website : www.berlina.co.id
4. Approval of the issuance of a maximum of 181,316,667 Series I Warrants, to be issued
concurrently with registered common shares resulting from the execution of HMETD, which
will be provided free of charge to shareholders exercising such HMETD in the context of the
PMHMETD III;
5. Approval of amendments to the Company’s Articles of Association in connection with the
issued and paid-up capital increase, as well as the granting of power and authority to the
Company’s Board of Commissioners, with the right of substitution, to determine the exact
number of shares to be issued in the context of PMHMETD III and to issue a resolution
regarding the amendment to Article 4 paragraph (2) of the Company’s Articles of Association;
and
6. Granting of power and authority to the Company’s Board of Directors, with the right of
substitution, to carry out all necessary actions in connection with PMHMETD III, including the
issuance of Series I Warrants, including but not limited to the listing of shares on the
Indonesia Stock Exchange, as well as the signing of necessary agreements and documents,
and any other actions, without any exceptions, for the implementation of PMHMETD III,
including Series I Warrants, in accordance with the applicable laws for the capital market
sector.
Explanation
1. In connection with the first Meeting Agenda, the Company requests Shareholders approval
regarding the amendment to the Company's articles of association in connection with the
implementation of the 2025 Indonesian Standard Industrial Classification (Klasifikasi Baku
Lapangan Usaha Indonesia Tahun 2025 or “KBLI 2025”) based on Statistics Indonesia
Regulation Number 7 of 2025 on the Indonesian Standard Industrial Classification in
conjunction with Government Regulation Number 28 of 2025 on the Implementation of Risk-
Based Business Licensing, the Company intends to make adjustments to the Articles of
Association, specifically Article 3 concerning the Purpose and Objectives as well as Business
Activities of the Company to comply with the KBLI 2025.
2. In connection with the second to fifth Meeting Agenda, the Company requests Shareholders
approval regarding the increase in authorized capital and issued and paid-up capital in
connection with the PMHMETD III, including approval for the conversion of the Company's
debt to DSU into share payments in connection with the PMHMETD III by taking into account
the provisions of applicable laws and regulations, including POJK 32/2015 and the issuance
of Series I Warrants referred to in the amendment to Article 4 of the Articles of Association
by further amending Article 4 paragraph (1) and (2) of the Company's Articles of Association.
Page 3
PT BERLINA Tbk
"THE COMPLETE PACKAGING CONCEPT"
Jl. Jababeka Raya Blok E12-17, Kawasan Industri Jababeka,
Cikarang, Bekasi 17530
Telp. (021) 898 30160 – Website : www.berlina.co.id
The amount of issued and paid-up capital will be adjusted based on the results of the
PMHMETD III exercise and the issuance of Series I Warrants. This approval includes the
granting of power and authority with the right of substitution to the Company's Board of
Commissioners to determine the number of shares, including Series I Warrants, issued in
connection with PMHMETD III and to declare a decision regarding the amendment to Article
4 paragraph (2) of the Company's Articles of Association.
The basis for the proposed meeting agenda is Article 41 paragraph (1) and Article 19
paragraph (1) Law No. 40 of 2007 concerning Limited Liability Company as amended by Law
No. 6 of 2023 on the Stipulation of Government Regulation in Lieu of Law No. 2 of 2022
concerning Job Creation into Law (“Company Law”) in conjunction with Article 24 of the
Company's Articles of Association, which stipulates that amendment of the Company's
Articles of Association in connection with an increase in the Company's authorized and paid-
up capital requires the approval of General Meeting of Shareholders.
3. In connection with the 6th Meeting Agenda, the Company requests approval from the
Shareholders to grant power and authority with the right of substitution to the Company's
Board of Directors to carry out all necessary actions related to PMHMETD III including the
issuance of Series I Warrants, including but not limited to listing shares on the Indonesia
Stock Exchange and signing the necessary agreements and documents, as well as other
actions without any exceptions for the implementation of PMHMETD III including Series I
Warrants, in accordance with the laws and regulations applicable in the capital market sector.
Notes
1. Meetings are held in accordance with Company Law, OJK Regulation No. 15/POJK.04/2020
concerning the Planing and Convening of the General Meeting of Shareholders of a Public
Company (“POJK 15/2020”), OJK Regulation No. 14 of 2025 concerning the Implementation
of the Electronic General Meeting of Shareholders, General Meeting of Bondholders, and
General Meeting of Sukukholders, and the Company's Articles of Association, as well as
Circular Letter of the Board of Directors of Indonesia Central Securities Depositary No. KSEI-
4012/DIR/0521 dated May 31st, 2021 regarding the Implementation of the e-Proxy Module
and e-Voting Module on the eASY.KSEI Application and the GMS Broadcasting Feature.
2. The Company does not send a separate invitation to the Shareholders since this Invitation
advertisement has complied with Article 17 paragraphs (1) and (2) of POJK 15/2020 in
conjunction with Article 12 paragraphs (23) and (24) of the Company's Articles of Association,
therefore this Invitation is an official invitation for the Shareholders.
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PT BERLINA Tbk
"THE COMPLETE PACKAGING CONCEPT"
Jl. Jababeka Raya Blok E12-17, Kawasan Industri Jababeka,
Cikarang, Bekasi 17530
Telp. (021) 898 30160 – Website : www.berlina.co.id
3. This Invitation, along with the Meeting materials such as the Information Disclosure, Rules of
Conduct of the EGM, Proxy Form, and other EGM materials, can be accessed at
https://bit.ly/KI_HMETD, the Company's website, the Indonesia Stock Exchange website, and
the eASY.KSEI application.
4. Shareholders who are entitled to attend or be represented at the Meeting are Shareholders
whose names are recorded in the Shareholder Record at the close of Stock Exchange trading
hours on Monday, July 13th, 2026.
5. The Meeting will be held in a hybrid manner and Shareholders may attend the Meeting by
choosing below options:
a. attend the Meeting electronically using the Electronic General Meeting System
(“eASY.KSEI”) application, by logging in to the website https://akses.ksei.co.id/; or
b. attend physical Meeting on a limited basis.
6. Prior to determining the form of participation in the Meeting, Shareholders or their proxies are
expected to read the "Meeting Guidelines and Rules of Order". The following are several
points from the Meeting Guidelines and Rules of Order that you may need to know:
a. Shareholders who wish to exercise their voting rights through eASY.KSEI application,
must first inform their attendance or the attendance of their appointed representatives
and/or submit their votes through the eASY.KSEI application.
The deadline for declaring electronic attendance, appointing representatives through
electronic proxy (e-proxy), or submitting electronic votes through the eASY.KSEI is set
at 12:00 pm Western Indonesian Time (WIB) on Tuesday, August 4th, 2026 or 1 (one)
business day before the Meeting’s date.
b. Shareholders or their proxies who wish to attend physically can register via the
Attendance Form link: https://bit.ly/RUPSLB2026BRNA no later than Monday, August
3rd 2026. Considering the limited space of the Meeting Room, Participants may attend if
they have received confirmation from the Company via email brna.corsec@berlina.co.id
which will be delivered on Tuesday, August 4th 2026, to the registered email in that form.
c. Shareholders who are unable to attend (physically or electronically) at the Meeting may
be represented by their proxies, with the following conditions:
i. Giving proxy electronically (e-Proxy) to an Independent Representative appointed
by the Company (“Independent Representative”) or another party appointed by
the Shareholders (“Individual Representative”) or to Securities
Page 5
PT BERLINA Tbk
"THE COMPLETE PACKAGING CONCEPT"
Jl. Jababeka Raya Blok E12-17, Kawasan Industri Jababeka,
Cikarang, Bekasi 17530
Telp. (021) 898 30160 – Website : www.berlina.co.id
Companies/Custodian Banks ("Intermediary Representative") to represent and
vote in the Meeting through eASY.KSEI application.
ii. If the Shareholders are willing to give proxy to Independent Representative but do
not have access to eASY.KSEI application, they can fill out the Proxy Form which
can be downloaded on the Company's website or eASY.KSEI application. This
proxy form must be received by the Company through the Securities Administration
Bureau (Biro Administrasi Efek or “BAE”) appointed by the Company, namely PT
ADIMITRA JASA KORPORA, Kirana Boutique Office, Jl. Kirana Avenue III Blok F3
No. 5, Kelapa Gading – North Jakarta 14250, Tel. (021) 2974 5222, Fax : (021)
2928 9961 no later than Monday, August 3rd 2026, which is 2 (two) working days
before the date of the Meeting.
Independent Representative appointed by the Company is the BAE staff.
7. If there are changes and/or additional information regarding the procedures to conduct the
Meeting in connection with latest conditions and the developments that have not been
conveyed through this Invitation, the Company will announce in the eASY.KSEI application
and the Company's website.
Bekasi, July 14th 2026
PT BERLINA Tbk
Board of Directors
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PT ADIMITRA JASA KORPORA
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