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20260714_BRNA_Pemanggilan RUPS_32111733_lamp4.pdf
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GUIDELINES AND RULES OF ORDER
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
(“EGMS Rules of Order”)
PT BERLINA Tbk
I. GENERAL PROVISIONS
This Meeting is the Extraordinary General Meeting (hereinafter “EGM”) of Shareholders of PT
Berlina Tbk. (the “Company”) year 2026 and will be conducted as follow:
Day, Date : Wednesday, August 5th 2026
Time : 10:00 am Western Indonesia 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
(Hereinafter referred to as the "Meeting")
II. REFERENCES AND LEGAL BASIS
EGMS Rules of Order is prepared by referring to the prevailing laws and regulations, among
others in accordance with:
1. Financial Service Authority (Otoritas Jasa Keuangan or “OJK”) Regulation No.
15/POJK.04/2020 concerning Planning and Convening of General Meeting of Shareholders
of Issuers ( “POJK 15/2020”);
2. 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 (“POJK 14/2025”);
3. Circular Letter of the Board of Directors of Indonesia Central Securities Depositary No. KSEI-
4012/DIR/0521 dated 31 May 2021 regarding Implementation of e-Proxy Module and e-
Voting Module in eASY.KSEI Application and the General Meeting of Shareholders
Broadcasting Feature.
III. RULES OF MEETING ATTENDANCE
The Meeting participants who are entitled to attend and vote in this Meeting are the shareholders
of the Company (“Shareholders”) whose names are recorded at the close of Stock Exchange
trading day on July 13th 2026 in the Shareholders Register and in the Register of Account
Holders in Indonesia Central Securities Depositary's Collective Custody, or their legal proxies.
The meeting will be held in a hybrid manner, namely electronically and limited physical
attendance. The Company urges the Shareholders to attend the Meeting through the
eASY.KSEI application owned by Indonesia Central Securities Depository (“eASY.KSEI
application”) or to give Proxy to an Independent Representative appointed by the Company.
However, the Company does not dissuade Shareholders or their proxies who are willing to
attend physically at the Meeting. Meeting’s staff and professional support will present on a
limited basis to support the implementation of the Meeting.
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3.1 Rules for Electronically Attendance
3.1.1 Using the eASY.KSEI application to attend and to vote in person at the Meeting
electronically or to provide e-Proxy to an Independent Representative appointed by the
Company (“Independent Representative”) or another party appointed by the
Shareholders (“Individual Representative”) or to Securities Companies/Custodian
Banks (hereinafter "Intermediary Representative").
a. Shareholders who can access the eASY.KSEI application are all shareholders, both
individual or institution, local or foreigners, whose shares are kept in the collective
custody of KSEI.
b. The deadline to declare attendance or giving proxy in the eASY.KSEI application is
12.00 p.m. Western Indonesia Time on August 4th 2026 which is 1 (one) business
days before the date of the Meeting.
c. If it exceeds the time limit in point (3.1.1.b), the Shareholders must present and register
on the D-day of the GMS and cannot give proxy anymore.
3.1.2 If the Shareholders are willing to give proxy to Independent Representative but do not
have access to eASY.KSEI application, they can filling out the Proxy Form available at
the Company's website and submit it to the Company through the Securities
Administration Bureau (Biro Administrasi Efek or “BAE”) 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, since the date of
the Invitation until Monday, August 3rd 2026, which is 2 (two) working days before the
date of the Meeting. The Proxy form received by the Company after that time will be
deemed unqualified to be used by the Proxy Holder to attend the Meeting.
Points to be considered by Shareholders who will attend electronically or provide e-Proxy:
i. Shareholders who have not declared the attendance or e-Proxy in the eASY.KSEI
application by the deadline specified in point (3.1.1.b) and wish to attend the Meeting
electronically are required to register attendance in the eASY.KSEI application on the date
of the Meeting until the Meeting registration period is closed by the Company.
ii. Shareholders who have declared the attendance but have not voted for at least 1 (one)
Meeting agenda in the eASY.KSEI application until the deadline in point (3.1.1.b) and wish
to attend the Meeting electronically are required to register attendance in the eASY.KSEI
application on the date of the Meeting until the Meeting registration period is closed by the
Company.
iii. Shareholders who have given e-Proxy in the eASY.KSEI application to Independent
Representative or to Individual Representative, but the Shareholders have not voted at
least 1 (one) Meeting agenda in the eASY.KSEI application until the deadline on point
(3.1.1.b), the Proxy representing the Shareholders are required to register their attendance
in the eASY.KSEI application on the date of the Meeting until the Meeting registration period
is closed by the Company.
iv. Shareholders who have given proxy to the participant proxy which is Custodian Bank or
Securities Company (“Intermediate Representative”) and both have voted or not yet voted
in the eASY.KSEI application up to the deadline in point (3.1.1.b), the Intermediate
Representative who has been registered in the eASY.KSEI application is required to
perform attendance registration in the eASY.KSEI application on the date of the Meeting
until the registration period of the Meeting is closed by the Company.
v. Shareholders who have declared the attendance or given e-Proxy to the Independent
Representative or to Individual Representative and have voted for at least 1 (one) or all
Meeting agenda in the eASY.KSEI application no later than the deadline in point (3.1.1.b),
the Shareholders or the Proxy do not require to register the attendance electronically in the
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eASY.KSEI application on the date of the Meeting. Share ownership will be automatically
calculated as a quorum of attendance and the votes that have been cast will be
automatically considered in the voting of the Meeting.
vi. Any delay or failure in the electronic registration process as referred to in points (i)–(iv) for
any reason will result in the Shareholders or their proxies being unable to attend the Meeting
electronically, and their share ownership will not be counted as a quorum for attendance at
the Meeting.
3.2 Rules for Limited Physical Attendance
3.2.1 Shareholder or the proxy who will attend physically are required to do registration by
filling out the form in this link https://bit.ly/RUPSLB2026BRNA which has to be received
by the Company no later than August 3rd 2026. Participants are allowed to attend if
they have received attendance confirmation from the Company which will be emailed
thru brna.corsec@berlina.co.id at the latest by August 4th 2026.
3.2.2 Before entering the Meeting room, the Individual Shareholders or their proxies who are
physically present at the Meeting are required to do registration and show their original
identity card, as well as a power of attorney to attend and vote at the Meeting (if
represented by a proxy), or for the Institutional Shareholder to show the copy of Article
of Association and the latest change as well as the Notary Deed of the latest Board of
Directors/Commissioners member including the letter of Minister of Law of the Republic
of Indonesia.
IV. LANGUAGE
The meeting will be held in Indonesian. Shareholders and/or their proxies who do not speak
Indonesian can ask questions or express their opinions in English. Responses from the Meeting
Chairman or members of the Board of Directors shall be submitted in Indonesian and
subsequently translated into English (if necessary).
V. CHAIRMAN OF THE MEETING
1. In accordance with Article 12 paragraph (32) of the Company's Articles of Association, one
of the members of the Board of Commissioners appointed by the Board of Commissioners
to lead the Meeting and act as the Meeting Chairman (“Chairman”).
2. During the Meeting, the Chairman has the right to:
Make the decision of Meeting procedures that have not been regulated or have not been
sufficiently regulated in these Rules;
Take necessary actions which are not included in EGMS Rules of Order as long as it is
deemed important and/or urgent.
VI. ATTENDANCE QUORUM
1. Meeting attendance quorum is as follows :
a. First to second Meeting Agenda
Based on Article 14 Paragraph 2 number (2) letter a of the Company's Articles of
Association, this Meeting may be convened if attended by Shareholders or their Proxies
representing at least 2/3 (two-thirds) of the total number of shares with valid voting rights
that have been issued by the Company.
b. Third to sixth Meeting Agenda
Based on Article 14 Paragraph 2 number (1) letter a of the Company's Articles of
Association, this Meeting may be convened if attended by Shareholders or their Proxies
representing more than 1/2 (one-half) of the total number of shares with valid voting
rights that have been issued by the Company.
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2. The number of Shareholders or the proxy who attend the meeting will only be calculated 1
(one) time by the Notary before the Meeting is officially opened by the Chairman.
3. If the Shareholders or their proxies cast their vote through e-Voting prior to the Meeting in
accordance with the applicable laws, thus the Shareholders or their proxies will be
considered as present in the Meeting.
4. Shareholders and/or their proxies can only register 1 (one) time through eASY.KSEI system.
VII. RULES FOR DELIVERING QUESTIONS AND/OR OPINIONS
1. Shareholder will be given the opportunity to ask questions and/or share opinions for each
Agenda, on matters related to the Agenda and to be delivered briefly and straight to the point.
2. Those who are entitled to ask questions/share opinion at the Meeting are the Shareholders
or their authorized proxies and already present prior to the registration is closed by the BAE,
even though the Meeting has not been opened.
3. Shareholders or their Proxies joining via eASY.KSEI application can also participate and ask
questions and/or opinions via chat room in the “Electronic Opinions” column in e-Meeting
Hall screen. Asking question and/or sharing opinion can only be done if status in the “General
Meeting Flow Text” is “Discussion started for agenda item no. [ ]” and related to Agenda
in discussion.
4. Shareholders or their proxies who physically attend are welcome to raise their hands and
state the names of the shareholders and their proxies (if any), the represented Institution,
number of share ownership, and the questions/opinions.
5. The Company will only provide answer/response to the question and/or opinion that
submitted directly in the Meeting room and/or through the chat ‘Electronic Opinions’ column
in the e-Meeting Hall in the eASY.KSEI application.
6. The Company will provide 2 (two) minutes to ask questions and/or opinions on each Meeting
Agenda. Company will limit it to 3 (three) questions/opinions. After all questions and/or
opinions conveyed and exceeds the number, the Chairman has the right to choose and
response to maximum 3 (three) questions and/or opinions per Agenda.
7. The Chairman will read the questions and/or opinions in sequence and the Chairman will
answer and/or respond to the questions and/or opinions verbally (not written in the chat
facility).
VIII. VOTING RIGHTS
1. Each share entitles its holder to cast 1 (one) vote. If a shareholder owns more than one
share, he is required to vote only once and the vote represents the total number of shares
he owns.
2. For Shareholders or their Proxies who register in the eASY.KSEI application or come
physically after the registration is closed by BAE, even though the Meeting has not been
started, the Shareholders or their Proxies are not entitled to ask questions and cannot cast
their votes.
IX. QUORUM REQUIREMENTS, VOTING MECHANISM, AND MEETING RESOLUTIONS
1. Resolutions of the Meeting are made by deliberation to reach consensus, if deliberation to
reach consensus is not reached, then voting will be held.
2. Meeting resolution quorum is as follow :
a. First to second Meeting Agenda
Based on Article 14 Paragraph 2 number (2) letter b of the Company's Articles of
Association, the resolution of the Meeting shall be valid if approved by more than 2/3
(two-thirds) of the total shares with valid voting rights present at the Meeting.
b. Third to sixth Meeting Agenda
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Based on Article 14 Paragraph 2 number (1) letter c of the Company's Articles of
Association, the resolution of the Meeting shall be valid if approved by more than 1/2
(one-half) of the total shares with valid voting rights present at the Meeting.
3. Based on Article 47 of POJK 15/2020 and Article 13 paragraph 13 of the Company's Articles
of Association in conjuction with Article 26 paragraph 6 of POJK 14/2025, Shareholders
with valid voting rights who attend electronically or physically but do not exercise their voting
rights or “Abstain”, are considered valid to attend the Meeting and counted to the amount
of the majority vote of shareholders.
4. The voting duration is a maximum of 1 (one) minutes per Agenda.
5. At the end of voting session, the Notary shall read the result of the voting to the meeting
participants.
Electronic Voting (e-Voting)
1. Shareholders who are present or are represented by their proxies but have not yet cast their
vote on the agenda of the Meeting as referred to point 3.1 number (i)-(iii) or mark “Do not
send” in the application, then the Shareholders or their proxies have the opportunity to submit
their vote during the voting period through the e-Meeting Hall screen in the Voting Field
column. Voting time for each agenda is 1 (one) minute. During the electronic voting process,
the status of "Voting for agenda item no [ ] has started" will be seen in the "General
Meeting Flow Text" column.
2. If the Shareholders or their proxies do not vote for a particular meeting agenda until the
status of the Meeting as shown in the "General Meeting Flow Text" column changes to
"Voting for agenda item no [ ] has ended", it will be considered as voting Abstain for
the agenda of the meeting concerned.
3. For Shareholders who have submitted their voting preferences in the Vote Preference
Declaration (e-Voting), their voting rights will be calculated automatically by the application.
Physical Voting
1. The counting of votes from shareholders who physically present at the Meeting, the voting
will be carried out by raising their hands with the following mechanism:
i. Those who “Disagree” and “Abstain” will be asked to raise their hand and submit a ballot;
ii. Those who do not raise their hands are deemed to have agreed to the proposal.
2. For the proxies who are authorized by the Shareholders to cast a “Disagree” or “Abstain”
vote, but when the decision is made by the Chairman does not raise their hand to cast a
“Disagree” or “Abstain” vote, then they are deemed to have approved the proposal.
X. LIVE MEETING OF GMS
1. Shareholders or the proxies who have been registered in the eASY.KSEI no later than the
deadline mentioned above in point (3.1.1.b) can watch the Meeting live via Zoom in webinar
format by accessing the eASY.KSEI menu, sub menu “Tayangan RUPS” in the AKSes facility
(https://akses.ksei.co.id/).
2. Shareholders or their proxies who only observe the Meeting through the GMS Live Meeting
but were not registered to present electronically on the eASY.KSEI application in accordance
with the provisions in point 3.1 numbers (i)–(v), then the presence of the Shareholders or their
proxies is considered invalid and will not be included in the calculation of the quorum of
meeting attendance.
3. Shareholders or the proxies who watch GMS live meeting are advised to use the Mozilla
Firefox browser.
Bekasi, July 14th 2026
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If there are changes and/or additions to information related to the procedures for conducting the
Meeting in connection with latest conditions and the developments that have not been delivered,
the Company will announce it in the eASY.KSEI application and the Company's website.
PT Berlina Tbk
Board of Directors
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