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20250602_ENRG_Pemanggilan RUPS_31890824_lamp1.pdf
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INVITATION
THE ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF
PT ENERGI MEGA PERSADA TBK
(“Company”)
The Board of Directors of the Company hereby cordially invite the Shareholders of the Company to attend the Annual General
Meeting of Shareholders (“Annual GMS”) and Extraordinary General Meeting of Shareholders (“Extraordinary GMS”) of the
Company (“Meeting”), which will be held on:
Day/Date : Thursday, June 26th, 2025
Time : 14.00 – Finish
Venue : Energi Mega Persada Meeting Room - Bakrie Tower 30th Floor
Rasuna Epicentrum, Jl. H.R. Rasuna Said
Jakarta Selatan
Agenda of Annual GMS:
1. Approval for Company’s Board of Directors’ Annual Report on the activities and management of the Company for the financial
year ended on December 31st, 2024 and to validate the Company’s Financial Report (which consist of Balance Sheet and
Profit and Loss of the Company) for the financial year ended on December 31st, 2024 and to grant release and discharge
(acquit et de charge) to all members of the Board of Directors for all management action as well as to all members of the
Board of Commissioners for the supervision to the Company during the financial year ended on December 31st, 2024, to the
extent such actions are reflected in the Company’s Annual Report and Financial Statements.
In accordance with the provisions of i) Article 9 paragraph 9 letter a, ii) Article 9 paragraph 11, iii) Article 19 paragraph 4 of the
Company’s Articles of Association (“AoA”) and Article 66 paragraph 1 and Article 69 paragraph 1 of Law No. 40 Year 2007
regarding Limited Liability Companies ("Company Law"), the Board of Directors is required to submit an annual report
including financial statements to obtain approval in the Meeting.
2. Approval to authorize the Company’s Board of Commissioners to appoint a Public Accountant Office to audit Company’s
Financial Reports ended on December 31st, 2025 and other periods during the 2025 financial year if required and to authorize
the Company’s Board of Commissioner to determine the honorarium of the Public Accountant as well as other requirements.
In accordance with the provisions of i) Article 9 paragraph 9 letter c and ii) Article 9 paragraph 10 of the Company’s AoA, the
Board of Directors is required to propose the appointment of a public accountant to audit the Company’s financial report.
3. Approval for determination of the salary and benefits for members of the Board of Directors and Board of Commissioners as
well as to delegate the authority to the Board Commissioner to decide on the salary and benefits received by each member of
the Board of Directors and Board of Commissioners.
In accordance with the provisions of Article 96 paragraph 1 and Article 113 of the Company Law the amount of salary and
benefits of members of the Board of Directors and the Board of Commissioners shall need to be determined by the
resolutions in the Meeting.
4. Approval of changes in the composition of the Company's Board of Directors.
In accordance with the provisions of Article 13 paragraph (1) of the Company's AoA, the nomination of members of the Board
of Directors may be proposed by one (1) or more shareholders who together represent at least 10% (ten percent) of the total
shares with valid voting rights, and such proposal must be received by the Board of Directors at least seven (7) days prior to
the date of the GMS, and in accordance with the provisions of Article 13 paragraph (2), members of the Board of Directors are
appointed by the GMS.
Agenda of Extraordinary GMS:
Approval to conduct a Capital Increase Without Preemptive Rights (“NPR”) which includes:
a. The Company’s plan to carry out a NPR by issuing up to 10% (ten percent) of the total shares that have been issued and fully
paid-up in the Company; and
b. Amendment to the Company’s AoA in relation to changes in the capital structure in connection with the NPR.
In accordance with the provisions of Article 3 letter b, Article 8A, and Article 8C of OJK Regulation No. 32/2015 as amended by
OJK Regulation No. 14/2019, a NPR for purposes other than improving the Company’s financial position may be carried out up to
a maximum of 10% (ten percent) of the total shares issued and fully paid-up or the paid-up capital as stated in the amendments to
the Company’s AoA that have been notified to and accepted by the relevant Minister at the time of the GMS announcement, and
must first obtain approval from the independent shareholders at the GMS.
In accordance with the provisions of Article 41 of the Indonesian Company Law and Article 41 of OJK Regulation No. 15/2020, the
above amendments to the Company’s AoA must first obtain approval from the shareholders at the GMS.
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Notes:
1. The Company will not send a separate invitation to the Shareholders and this invitation announcement shall serve as formal
invitation.
2. The Shareholders who are entitled to attend or be represented by proxy in this Meeting are the Shareholders who were
registered in the Company’s Register of Shareholders as of the trading closing time at 16.00 WIB on June 3rd, 2025. For those
shares deposited in Collective Deposit in the Indonesian Central Securities Depository (“KSEI”), the Shareholders who are
entitled to present, or be represented are the Shareholders who were registered in the Shareholders Register, which issued by
KSEI. The KSEI account holder in the form of Securities Company and Custodian Bank are required to submit data on
investors who are their customer to KSEI for the purpose of issuance of Written Confirmation for the General Meeting of
Shareholders (“Konfirmasi Tertulis Untuk RUPS” or “KTUR”).
3. The Shareholders is able to authorize their presence by way of granting power of attorney including the vote for each agenda
with the following provisions:
a. Electronic power of attorney or e-Proxy through eASY.KSEI platform, which is to facilitate and integrate power of attorney
from scriptless Shareholders whose shares are in KSEI's Collective Custody to their proxies. The proxy whose names are
available at eASY.KSEI is an independent party appointed by the Company which is the Company’s Securities
Administration Bureau, PT Ficomindo Buana Registrar.
The eASY.KSEI menu can be accessed through the eASY.KSEI Login submenu located in the AKSes facility
(https://akses.ksei.co.id).
b. For the granting of power of attorney outside the eASY.KSEI facility, the Company will provide the form for power of
attorney which can be downloaded on the Company’s website (www.emp.id). The power of attorney that has been
stamped with Rp10.000 stamp duty may be sent beforehand to the Company’s Securities Administration Bureau,
PT Ficomindo Buana Registrar (“BAE”) through email: ficomindo_br@yahoo.co.id and helpdesk.ficomindo@gmail.com,
and the original copy of power of attorney must be submitted directly or by written letter to the BAE on the following
address: Jl Kyai Caringin Nomor 2-A, Kelurahan Cideng, Kecamatan Gambir, Jakarta Pusat with telephone number:
+6221 2263 8327 at the latest on June 25th, 2025 at 16.00 WIB.
A legal entity Shareholders such as a Limited Liability Company, a Cooperative Enterprise or Foundation must submit a
copy of its AoA and the latest of its amendment as well as the deed which reflect the appointment of the current Board of
Directors and the Board of Commissioners to BAE through email: ficomindo_br@yahoo.co.id and
helpdesk.ficomindo@gmail.com. In particular, the Shareholders in KSEI collective deposits are required to submit/present
KTUR issued by the KSEI to the registration officer prior entering the Meeting venue.
c. Members of Board of Directors and Board of Commissioners and employee of the Company may act as proxies at the
Meeting, however votes casted by them will not be calculated.
4. The Shareholders or their Attorney-in-Fact who attend the Meeting physically shall carry and submit to the Meeting Committee
a copy of valid Identification Card/Passport or other valid Identification Card, signed power of attorney (in the event the
Shareholders represented by their Attorney-in-Fact).
5. Before participating in the Meeting, Shareholders must read the term that stated in this invitation as well as other terms related
to the Meeting based on the authority that determined by the Company. The Company has the right to determine other
requirements in relation to the participation of shareholders and their proxies who will be physically present at the Meeting.
6. Shareholders who will exercise their voting rights through the eASY.KSEI application can inform their presence or appoint their
proxies, and/or cast their votes through eASY.KSEI application.
7. The deadline for submitting a declaration of electronic presence or electronic power of attorney (e-proxy) and electronic vote in
the eASY.KSEI application is 12.00 WIB on 1 (one) business day before the date of the Meeting, which is June 25th, 2025.
8. The Company hereby informs the Shareholders to (i) attend the Meeting and cast the vote electronically using the eASY.KSEI
application; or (ii) provide e-Proxy via the eASY.KSEI application to independent parties appointed by the Company to
represent Shareholders to attend and vote at the Meeting.
9. Shareholders and their proxies who will attend the meeting must be present at the Meeting venue at the latest 30 (thirty)
minutes before the Meeting commences.
10. The calculation of the Shareholders who attended or represented in the Meeting shall only be conducted 1 (one) time, which is
prior to the opening of the Meeting by Chairman. The Shareholders, who left the Meeting venue before the end of the Meeting,
shall not reducing amount of Shareholders’ attendance calculated of the Meeting.
11. Materials to be discussed at the Meeting are available on the Company's website (www.emp.id) since June 4th, 2025 until the
date of the Meeting.
12. The Shareholders or their proxy who attend the Meeting after the Meeting has been commenced are not eligible to raise any
question or to cast a vote.
Jakarta, June 4th, 2025
PT Energi Mega Persada Tbk
The Board of Directors
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PT Ficomindo Buana Registrar.
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