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20250605_PEHA_Pemanggilan RUPS_31892364_lamp3.pdf
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INVITATION
ANNUAL GENERAL MEETING OF SHAREHOLDERS
FISCAL YEAR 2024
PT PHAPROS Tbk
The Board of Directors of PT Phapros Tbk (“Company”), hereby invites the Company’s Shareholders to
attend the Annual General Meeting of Shareholders for the Financial Year 2024 (“Meeting”) physically
and electronically which will be held on:
Day/Date : Monday, 30th of June 2025
Time : 14.00 WIB - finished
Venue : Indonesia Health Learning Institute
Cipinang Cempedak I Street, Number 36, East Jakarta
Meeting Agenda:
1. Approval of the Company's Annual Report and Ratification of the Company's Consolidated Financial
Statements, Approval of the Board of Commissioners' Supervisory Report for the 2024 Financial
Year, including Ratification of the Restatement of the Consolidated Financial Statements for the 2023
and 2022 Financial Years, as well as Granting of Full Release and Discharge (volledig acquit et de
charge) to the Board of Directors for the Company's Management Actions and the Board of
Commissioners for the Company's Supervisory Actions that have been carried out during the 2024
Financial Year;
2. Determination of the Use of the Company's Net Profit for the 2024 Financial Year;
3. Determination of Remuneration (Salary/Honorarium, Facilities, and Allowances) for the 2025
Financial Year and Tantiem for Performance for the 2024 Financial Year for the Company's Board of
Directors and Board of Commissioners;
4. Appointment of Public Accountant and/or Public Accounting Firm to Audit the Company's
Consolidated Financial Statements for the 2025 Financial Year;
5. Approval of the Guarantee of the Company's Assets which constitute more than 50% (Fifty Percent)
of the Company's Total Net Assets;
6. Changes to the Company's Management.
The explanation of the Meeting Agenda above is as follows:
1. Agenda 1 to 4
Are Agendas that are routinely held in the Company's Annual General Meeting of Shareholders. This
is in accordance with the provisions of the Company's Articles of Association, Law Number 40 of
2007 concerning Limited Liability Companies as amended from time to time and related regulations
issued by the Financial Services Authority.
2. Fifth Agenda
This Agenda is to fulfill the provisions of Article 16 paragraph 9 letter a of the Company's Articles of
Association and Article 102 of Law Number 40 of 2007 concerning Limited Liability Companies as
amended from time to time, the Board of Directors is required to request approval from the General
Meeting of Shareholders to make collateral for the Company's assets which constitute more than
50% (fifty percent) of the Company's net assets in 1 (one) transaction or more, whether related to
each other or not, except as the implementation of the Company's business activities, in accordance
with Article 3 of the Company's Articles of Association.
3. Sixth Agenda
This Agenda is to fulfill the provisions of Article 15 paragraph 5 and paragraph 11 letter a of the
Company's Articles of Association in conjunction with Article 8 paragraph (3) of the Financial Services
Authority Regulation Number 33/POJK.04/2014 concerning the Board of Directors and Board of
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Commissioners of Issuers or Public Companies, in order to fill one of the vacant positions of members
of the Company's Board of Directors.
Note:
1. This invitation serves as an official invitation to the Meeting to the Company's Shareholders, so that
the Company's Board of Directors does not send separate invitations to the Company's
Shareholders.
2. Shareholders who are entitled to attend or be represented and vote at the Meeting or attend
electronically are the Company's Shareholders whose names are registered in the Company's
Shareholders Register (DPS) and/or the Company's shareholders in the securities sub-account at
PT Kustodian Sentral Efek Indonesia (KSEI) at the close of stock trading on the Indonesia Stock
Exchange on Wednesday, June 4, 2025.
3. Since the date of this Invitation, the Company has provided materials for the Meeting agenda for
each Meeting Agenda which can be downloaded through the Company's website www.phapros.co.id.
4. a. Shareholders who are unable to attend the Meeting may grant power of attorney:
1) through the power of attorney form available on the Company's website which can be
submitted by the proxy when registering before attending the Meeting; or
2) electronically through the KSEI Electronic General Meeting System (eASY.KSEI) provided
by KSEI. Registration guide, usage, and further explanation regarding eASY.KSEI can be
seen on the website https://akses.ksei.co.id/.
b. In determining the number of quorum for the Meeting, members of the Board of Directors,
members of the Board of Commissioners, and employees of the Company may act as proxies of
shareholders, however in voting, they as proxies of shareholders are not entitled to cast votes.
c. The deadline for providing an electronic declaration of attendance or electronic power of attorney
(e-Proxy) and electronic voting in the eASY.KSEI application is no later than 12.00 WIB on 1
(one) working day before the date of the Meeting.
5. For Shareholders and/or Proxies who will attend electronically at the Meeting through the eASY.KSEI
application, they must pay attention to the following:
a. Registration Process
1) Local individual shareholders who have not provided a declaration of attendance or power
of attorney in the eASY.KSEI application by the deadline as referred to in point 4 letter c and
wish to attend the Meeting electronically, are required to register their attendance in the
eASY.KSEI application on the date of the Meeting until the electronic Meeting registration
period is closed by the Company.
2) Local individual shareholders who have provided a declaration of attendance but have not
provided a minimum vote for 1 (one) Meeting Agenda in the eASY.KSEI application by the
deadline as referred to in point 4 letter c and wish to attend the Meeting electronically, are
required to register their attendance in the eASY.KSEI application on the date of the Meeting
until the electronic Meeting registration period is closed by the Company.
3) Shareholders who have given power of attorney to the proxy provided by the Company
(Independent Representative) or Individual Representative but the Shareholder has not
given a minimum vote for 1 (one) Meeting Agenda in the eASY.KSEI application until the
deadline as referred to in point 4 letter c, then the proxy representing the Shareholder is
required to register their attendance in the eASY.KSEI application on the date of the Meeting
until the electronic Meeting registration period is closed by the Company.
4) Shareholders who have given power of attorney to the participant/Intermediary proxy
(Custodian Bank or Securities Company) and have given a vote in the eASY.KSEI
application until the deadline in point 4 letter c, then the proxy representative who has been
registered in the eASY.KSEI application is required to register their attendance in the
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eASY.KSEI application on the date of the Meeting until the electronic Meeting registration
period is closed by the Company.
5) Shareholders who have provided a declaration of attendance or given power of attorney to
the proxy provided by the Company (Independent Representative) or Individual
Representative and have given a minimum of 1 (one) vote or to all Meeting Agendas in the
eASY.KSEI application no later than the deadline in number 4 letter c, then the Shareholders
and/or proxy do not need to register their attendance electronically in the eASY.KSEI
application on the date of the Meeting. Share ownership will automatically be calculated as
the attendance quorum and the votes that have been given will automatically be calculated
in the voting for the Meeting.
6) Delays or failures in the electronic registration process as referred to in points 1) to 5) for any
reason will result in Shareholders and/or proxy being unable to attend the Meeting
electronically, and their share ownership will not be counted as the attendance quorum for
the Meeting.
b. Process for Submitting Questions and/or Opinions Electronically
1) Shareholders and/or proxy have 3 (three) opportunities to submit questions and/or opinions
at each discussion session per Meeting Agenda. Questions and/or opinions per Meeting
Agenda can be submitted in writing by Shareholders and/or proxies using the chat feature in
the ‘Electronic Opinions’ column available on the E-Meeting Hall screen in the eASY.KSEI
application. Questions and/or opinions can be submitted as long as the Meeting
implementation status in the ‘General Meeting Flow Text’ column is “Discussion started for
agenda item No. [ ]”.
2) Determining the mechanism for implementing discussions per Meeting Agenda in writing via
the E-Meeting Hall screen in the eASY.KSEI application is the authority of each Company
and this will be stated by the Company in the Meeting Implementation Rules and Regulations
via the eASY.KSEI application.
3) For Shareholders and/or proxies who are present electronically and will submit questions
and/or opinions during the discussion session per Meeting Agenda, they are required to write
the name of the Shareholder and the amount of their share ownership followed by the related
questions or opinions.
c. Voting Process
1) The electronic voting process takes place in the eASY.KSEI application on the E-Meeting
Hall menu, Live Broadcasting submenu.
2) Shareholders who are present in person or represented by their proxies but have not yet
cast their votes on the Meeting Agenda as referred to in number 5 letter a points 1) to 6),
then the Shareholders and/or proxies have the opportunity to submit their votes during the
voting period via the E-Meeting Hall screen in the eASY.KSEI application opened by the
Company. When the electronic voting period per Meeting Agenda begins, the system
automatically runs the voting time by counting down for a maximum of 5 (five) minutes.
During the electronic voting process, the status “Voting for agenda item no. [ ] has started”
will be displayed in the ‘General Meeting Flow Text’ column. If the Shareholders and/or the
proxy do not vote for a particular Meeting Agenda until the Meeting implementation status
shown in the ‘General Meeting Flow Text’ column changes to “Voting for agenda item No.
[ ] has ended”, then it will be considered to have given an Abstain vote for the relevant
Meeting Agenda.
3) Voting time during the electronic voting process is the standard time set in the eASY.KSEI
application. Each Company can determine the policy for direct electronic voting time per
Meeting Agenda (with a maximum time of 5 (five) minutes per Meeting Agenda) and will be
stated in the Meeting Implementation Rules through the eASY.KSEI application.
d. Witnessing the Meeting Implementation on the Meeting Broadcast
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1) Shareholders and/or proxies who have registered in the eASY.KSEI application no later than
the deadline as referred to in point 4 letter c can watch the ongoing Meeting implementation
via Zoom Webinar by accessing the eASY.KSEI menu, Meeting Broadcast submenu located
in the AKSes facility (https://akses.ksei.co.id/).
2) The Meeting Broadcast has a capacity of up to 500 (five hundred) participants where the
attendance of each participant will be determined based on a first come first serve basis.
Shareholders and/or proxies who do not get the opportunity to watch the Meeting
implementation via the Meeting Broadcast are still considered to be legally present
electronically and their share ownership and voting choices are taken into account in the
Meeting, as long as they have been registered in the eASY.KSEI application as stipulated in
number 5 letter a points 1) to 6).
3) Shareholders and/or proxies only watch the implementation of the Meeting through the
Meeting Broadcast but are not registered to attend electronically on the eASY.KSEI
application in accordance with the provisions in number 5 letter a points 1) to 6), then the
presence of the Shareholder and/or proxies is considered invalid and will not be included in
the calculation of the Meeting attendance quorum.
4) Shareholders and/or proxies who watch the implementation of the Meeting through the
Meeting Broadcast have a raise hand feature that can be used to ask questions and/or give
opinions during the discussion session per Meeting Agenda. If the Company permits by
activating the allow to talk feature, then Shareholders and/or proxies can submit questions
and/or give opinions by speaking directly. Determining the mechanism for implementing
discussions per Meeting Agenda using the allow to talk feature contained in the Meeting
Broadcast is the authority of each Company and this will be stated by the Company in the
Meeting Implementation Rules and Regulations through the eASY.KSEI application.
5) To get the best experience in using the eASY.KSEI application and/or Meeting Broadcast,
Shareholders and/or proxies are advised to use the Mozilla Firefox browser.
6. The Notary, assisted by the Securities Administration Bureau, will check and count the votes for each
Meeting Agenda in each decision-making of the Meeting on the Agenda, including those based on
the votes submitted by Shareholders and/or proxies through eASY.KSEI as referred to in number 5
letter c points 1) to 3) above, or those submitted at the Meeting.
7. The Company recommends to Shareholders and/or proxies as follows:
a. For Shareholders and/or proxies who are entitled to attend the Meeting whose shares are
included in KSEI's collective custody, to register their attendance electronically through the KSEI
System (eASY.KSEI) at the link https://akses.ksei.co.id/ provided by KSEI. Electronic registration
will be opened from the date of this Meeting Invitation and will be closed no later than before the
Meeting, namely at 15.00 WIB.
b. Registration guide, usage, and further explanation regarding eASY.KSEI can be seen on the
website https://akses.ksei.co.id/.
c. In the event that Shareholders and/or proxies will attend the Meeting outside the eASY.KSEI
mechanism, then the Shareholders and/or proxies can download the power of attorney on the
Company's website www.phapros.co.id.
d. Submit a photocopy of the Resident Identity Card (KTP) or other identification to the Meeting
Officer before entering the Meeting Room. For Shareholders and/or proxies in the form of Legal
Entities, please bring a copy (photocopy) of the Articles of Association and its amendments
including the latest management composition.
8. Shareholders who have given power of attorney in point 4 above, may submit questions regarding
the Agenda via e-mail to the Company corporate@phapros.co.id with a copy to DM@datindo.com
and the questions will be submitted at the Meeting by the proxy and recorded in the Minutes of the
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Meeting prepared by the Notary, and the answers to the questions will be submitted via email to the
Shareholders no later than 3 (three) working days after the Meeting.
9. The Company will announce again if there are changes and/or additional information related to the
procedures for implementing the Meeting.
10. The Annual Report will be provided to Shareholders and/or proxy in soft file form.
11. To facilitate the arrangement and orderliness of the Meeting, Shareholders and/or legitimate proxy
are kindly requested to register their attendance no later than 30 (thirty) minutes before the Meeting
begins, and at 13.30 WIB registration will be closed.
Jakarta, 5th June 2025
PT PHAPROS Tbk
Board of Directors
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Financial Services Authority
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PT Kustodian Sentral Efek Indonesia
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Indonesia Stock Exchange
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