Skip to content
Back to announcement

20260714_BRNA_Pemanggilan RUPS_32111733_lamp3.pdf

RUPS notice Text extracted BRNA

Source file signed link, expires in 15 minutes

This browser can't display the PDF inline. Open it in a new tab.

Extracted text 5

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.
Page 4
                                       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

File

File Open PDF
Source IDX
Size0.5 MB
Published14 Jul 2026
Pages5
Characters14,002
Text sourceEmbedded text layer
OCR confidence—

Names mentioned 6 people and organisations named in the text · linked when the evidence is strong

linked org PT Dwi Satrya Utama p.1
possible org BERLINA Tbk p.1 ×16
possible org Otoritas Jasa Keuangan p.1
unresolved org Financial Services Authority p.1
unresolved org Indonesia Stock Exchange p.2 ×3
unresolved org PT ADIMITRA JASA KORPORA p.5

Extraction attempts how the parser did, and what it refused

Nothing structured was extracted from this document — the attempts below say why.

No extraction attempted yet.

↑↓ select ↵ open ⇧↵ see every result