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20250603_TRON_Pemanggilan RUPS_31891604_lamp2.pdf
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INVITATION OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS FOR THE FINANCIAL
YEAR 2024
AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT TEKNOLOGI KARYA DIGITAL NUSA Tbk
PT Teknologi Karya Digital Nusa Tbk (the "Company"), domiciled and having its office at TKDN Tbk
Building, Jl. Sunter Muara No. 8A, Kelurahan Sunter Agung, Kecamatan Tanjung Priok, Kota Administrasi
Jakarta Utara, Provinsi Daerah Khusus Ibukota Jakarta, Indonesia, 14350, hereby invites the
Shareholders to attend the Annual General Meeting of Shareholders ("AGMS") and the Extraordinary
General Meeting of Shareholders ("EGMS")") hereinafter referred to as the "Meeting") with the details
of the implementation as follows:
Date : Wednesday, 25 June 2025
Time : 10.00 - finished
Place : TKDN Tbk Building, Jl. Sunter Muara No. 8A, Kelurahan Sunter Agung, Kecamatan
Tanjung Priok, Kota Administrasi Jakarta Utara, Provinsi Daerah Khusus Ibukota Jakarta,
Indonesia, 14350.
Mechanism : Physical and electronic presence through the app Electronic General Meeting System
KSEI ("eASY.KSEI"), can Access the facilities Electronic General Meeting System KSEI
(eASY.KSEI) in the https://akses.ksei.co.id/ link provided by KSEI.
With the following Agenda of the AGMS:
1. Approval and ratification of the Company's Annual Report for the financial year ended December
31, 2024, including the Report on the Implementation of the Board of Commissioners' Supervisory
Duties for the Financial Year 2024, the Company's Consolidated Financial Statements for the
financial year ended December 31, 2024, as well as the granting of full repayment and release of
liabilities (acquit et de charge) to the Board of Commissioners and the Board of Directors of the
Company for the supervision and management actions that have been carried out during the
Financial Year 2024;
2. Determination of the use of the Company's net profit for the financial year ended December 31,
2024;
3. Determination of salary, honorarium and/or allowances of the Board of Commissioners of the
Company and the granting of authority to the Board of Commissioners to determine salaries,
honorariums and/or allowances for members of the Company's Board of Directors;
4. Appointment of an Independent Public Accountant to audit the Company's books for the financial
year ended December 31, 2025.
Explanation:
1. The agenda of this AGMS is in accordance with Article 69 paragraph 1 of Law Number 40 of 2007
concerning Limited Liability Companies ("UUPT") and Article 11 paragraph 4 of the Company's
Articles of Association, the approval of the Annual Report including the ratification of the Financial
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Statements and the Supervisory Task Report of the Board of Commissioners is determined
through the AGMS. In this agenda, the Company will provide an explanation to the shareholders
or their proxies regarding the implementation of the Company's business activities for the
financial year ended December 31, 2024 and the financial situation as stated in the Company's
Financial Statements for the financial year ended December 31, 2024;
2. The agenda of this AGMS is to comply with the provisions of Articles 70 and 71 of the Constitution
and Article 25 paragraph 1 of the Company's Articles of Association related to the use of the
Company's net profit for the financial year ended December 31, 2024;
3. The agenda of this AGMS is in connection with Articles 96 and 113 of Law No. 40 of 2007
concerning Limited Liability Companies ("UUPT") related to the determination of remuneration
for the Board of Directors and Board of Commissioners;
4. The agenda of this AGMS is to comply with the provisions of Article 59 of the Financial Services
Authority Regulation No. 15/POJK.04/2020 dated April 20, 2020 concerning the Plan and
Implementation of the General Meeting of Shareholders of Public Companies ("POJK
No.15/2020"), the appointment of a public accountant who will provide audit services on annual
historical financial information must be decided at the GMS by considering the proposal of the
Board of Commissioners.
The agenda of the EGMS that will be delivered is:
1. Approval of the plan to change the composition of the Company's management;
2. Approval of the plan to issue new shares derived from portfolio shares through the
implementation of Capital Increase by granting Pre-emptive Rights (PMHMETD);
3. Approval of amendments to the Company's Articles of Association in connection with the increase
in the Company's issued and paid-up capital through the Capital Increase with Pre-Order Rights
(PMHMETD) with a maximum of 383,672,698 (three hundred and eighty-three million six hundred
and seventy-two thousand six hundred ninety-eight) new shares;
4. Approval of the granting of authority and power of attorney of substitution rights to the
Company's Board of Directors to take all actions in connection with the decision to implement
PMHMETD;
5. Approval of amendments to the provisions of Article 2 of the Company's Articles of Association
related to the Company's Purposes and Objectives and Business Activities.
Explanation:
1. This agenda is in accordance with Article 111 of Law Number 40 of 2007 concerning Limited
Liability Companies ("UUPT"), as well as Article 14 paragraph 3 of the Company's Articles of
Association, then the Board of Directors and members of the Board of Commissioners are
appointed by the EGMS;
2. This agenda is to comply with the provisions of the Financial Services Authority Regulation
Number 14/POJK.04/2019;
3. This agenda is to comply with the provisions of the Financial Services Authority Regulation
Number 14/POJK.04/2019;
4. This agenda is in accordance with Law Number 40 of 2007 concerning Limited Liability Companies
("UUPT");
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5. This agenda is in accordance with Article 19 of Law Number 40 of 2007 concerning Limited Liability
Companies ("UUPT") and POJK Number 17/POJK.04/2020 concerning Material Transactions and
changes in Business Activities.
Note:
1. The Company does not send a separate invitation to the Shareholders, as this invitation is
considered an official invitation;
2. Shareholders who are entitled to attend, either physically, electronically, or represented by
electronic power of attorney (e-proxy) or Power of Attorney, at the Meeting are the Company's
shareholders whose names are recorded in the Company's Register of Shareholders on Monday,
June 2, 2025 at 16.00 WIB ("Shareholders");
3. In accordance with the provisions of Article 18 paragraph 1 POJK No.15/2020, the agenda materials
available to Shareholders can be obtained on the Company's website, namely www.tkdn.co.id. The
material is available from the date of the call and is publicly accessible. The Company does not
provide materials and materials related to the agenda of the Meeting in the form of hardcopy;
4. Shareholders are encouraged to attend the meeting using the KSEI Electronic General Meeting
System ("eASY.KSEI") application provided by PT Kustodian Sentral Efek Indonesia ("KSEI"), due to
restrictions on the physical presence of shareholders. Registration guidelines and further
explanations of eASY.KSEI can be found on www.easy.ksei.co.id website;
Shareholders can attend in person electronically through the eASY.KSEI application. To use the
eASY.KSEI application, Shareholders can access the eASY.KSEI menu on the AKSes.KSEI facility
through http://akses.ksei.co.id/ link, paying attention to the following conditions:
a. The Shareholder informs his/her presence or appoints his/her proxy and/or submits his/her
vote on the eASY.KSEI application, no later than 12.00 WIB on 1 (one) working day before the
date of the Meeting.
b. Shareholders who will attend electronically or provide their power of attorney electronically
into the Meeting through the eASY.KSEI application, must pay attention to the following
matters:
i. Registration Process;
ii. Process of Submitting Questions and/or Opinions Electronically;
iii. Voting/Voting Process;
iv. GMS Broadcast.
5. The Company strongly urges the Shareholders to authorize their presence to the Company's
Securities Administration Bureau (BAE), namely PT Adimitra Jasa Korpora, by using:
a. Electronic Power of Attorney (e-Proxy) which can be obtained electronically on the eASY.KSEI
application with http://easy.ksei.co.id link;
b. Conventional Power of Attorney which can be obtained on the Company's website:
www.tkdn.co.id;
c. if BAE is the Physical Power of Attorney, then a copy of the Conventional Power of Attorney
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can be sent to the Opr@adimitra-jk.co.id email and the original power of attorney is
submitted to BAE before the implementation of the Meeting begins;
d. For shareholders whose address is registered abroad, the original Power of Attorney must be
submitted and received by BAE before the start of the Meeting;
e. The Electronic Power of Attorney can be done no later than 1 (one) working day before the
Meeting date at 12.00 WIB.
6. The shareholders who are entitled, after registering their attendance using e-Proxy can cast their
votes for each agenda of the meeting, the vote will be counted at the time of decision-making on
the agenda in question;
7. Shareholders or their proxies who will attend the Meeting are required to bring and submit a copy
of their identity card (KTP) or other valid identification to the registration officer before entering
the meeting room. Especially for shareholders whose shares are in the collective custody of KSEI,
they must present a Written Confirmation for the GMS (KTUR) to the registration officer before
entering the meeting room;
8. Shareholders who are legal entities, need to bring a copy of the Articles of Association and its
amendments as well as the final composition of the management. The Articles of Association and
the deed of composition must be completed with proof of a copy of approval or
notice/endorsement (as applicable) from the official or authorized agency;
9. For Shareholders or Shareholders' Proxies who will remain physically present at the Meeting, they
are required to follow the safety and health protocols set by the Company, including in terms of
restrictions on Meeting participants and pay attention to the provisions regarding the Meeting
implementation protocol which can be seen on the Company's www.tkdn.co.id website;
To facilitate the arrangement and order of the Meeting, the Shareholders or their proxies are
respectfully requested to dress in formal dress and adjust to the conditions of the Meeting, and
have been at the Meeting place no later than 30 (thirty) minutes before the Meeting starts;
10. Other matters that have not been regulated in this Meeting Invitation will be determined and
regulated later in the Meeting Rules which will be available on the eASY.KSEI website and the
www.tkdn.co.id Company's website.
Jakarta 03 June 2025
PT Teknologi Karya Digital Nusa Tbk
Board of Directors of the Company
Names mentioned 4 people and organisations named in the text · linked when the evidence is strong
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Financial Services Authority
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PT Kustodian Sentral Efek Indonesia
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PT Adimitra Jasa Korpora
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