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20250603_TIRA_Pemanggilan RUPS_31891232_lamp3.pdf
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Domiciled and Headquartered in East Jakarta
(The "Company")
CONVOCATION OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS (AGM)
The Board of Directors of PT Tira Austenite Tbk (the “Company”) hereby invites the Shareholders of the Company’ to attend the
Annual General Meeting of Shareholders (the “AGM”) which will be held :
Day / Date : Wednesday, June 25, 2025
Time : 10.00 Western Indonesia Time - finished
Venue : Seminar Room of the Company
Jl. Pulo Ayang Kav. R-1
Pulogadung Industrial Estate, Jakarta 13930
AGENDA OF THE AGM :
1. Approval and ratification of the Company's Annual Report for the financial year 2024 including the Board of Directors' Report
on Corporate Governance, the Supervisory Report of the Board of Commissioners, and the Company’s Consolidated
Financial Statements for the financial year ending on December 31, 2024.
2. Granting full release and discharge of the Board of Directors and the Board of Commisioners of the Company from their
management and supervisory duties during the 2024 financial year, along the the action was recorded in the annual report of
the Company.
3. Determination the use of the net profit of the Company for the financial year 2024.
4. Giving authority to the Board of Commissioners to designate Public Accountant to audit the financial statements of the
Company for the financial year 2025, including determining the honorarium and other requirements related to the appointment
of the Public Accountant.
5. Approval awarding remuneration for members of the Board of Commissioners and the delegation of authority to the Board of
Commissioners of the Company to determine remuneration for the Directors of the Company.
6. Approval of Reappointment/Changes in the Composition of the Company's Directors.
7. Approval of Reappointment/Changes in the Composition of the Company's Board of Commissioners.
EXPLANATION THE AGENDA OF THE AGM :
- The First Agenda in the Meeting is a routine Agenda pursuant to the Company’s Article of Association and Law No. 40/2007
concerning Limited Liability Companies.
- The Second Agenda in the Meeting is a routine Agenda pursuant to the Company’s Article of Association and Law No. 40/2007
concerning Limited Liability Companies.
- The Third Agenda in the Meeting is a routine Agenda pursuant to the Company’s Article of Association and Law No. 40/2007
concerning Limited Liability Companies. The Company will propose to use of the Company’s Net Profit to strengthen the
company's capital.
- The Fourth Agenda in the Meeting is a routine Agenda pursuant to the Company’s Article of Association and OJK Regulation
(POJK) Number 13/POJK.03/2017 concerning The Use of Public Accountant and Auditing Firm in Financial Services
Activities, The Company will propose that the Meeting grant powers to the Company’s Board of Commissioners to appoint
such registered Public Accounting Firm and Public Accountants to ensure that the Company will obtain the best public
accountants in terms of quality, requirements and competitive price.
- The Fifth Agenda in the Meeting is a routine Agenda pursuant to the Company’s Article of Association, OJK Regulation (POJK)
Number 34/POJK.04.2014 concerning the Committee for Nomination and Remuneration of Issuers or Listed Companies and
Law No. 40/2007 concerning Limited Liability Companies. The Company will propose in the Meeting to authorize the Board
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of Commissioners of the Company to determine the value of the remuneration and allowances for members of the Board of
Directors; and approve the remuneration for the Board of Commissioners.
- The Sixth Agenda in the Meeting is pursuant to the Company’s Article of Association and OJK Regulation (POJK) Number
33/POJK.04/2014 Concerning the Board of Directors and the Board of Commissioners of Issuers or Public Companies and
Law No. 40/2007 concerning Limited Liability Companies. This Agenda relates to the expiration of the term of office of Board
of Directors.
- The Seventh Agenda in the Meeting is pursuant to the Company’s Article of Association and OJK Regulation (POJK) Number
33/POJK.04/2014 Concerning the Board of Directors and the Board of Commissioners of Issuers or Public Companies and
Law No. 40/2007 concerning Limited Liability Companies. This Agenda relates to the expiration of the term of office of Board
of Commisioners.
-
More details on the explanatory notes and materials with respect to the Meeting agenda are accessible and downloadable from
the Company’s website: (www.tiraaustenite.com)
NOTES :
1. Announcement of the Meeting has been announced through the (i) Electronic General Meeting of Shareholders Website
provided by PT Kustodian Sentral Efek Indonesia, (ii)The Indonesian Stock Exchange Website, and (iii)The Company’s
Website (http://www.tiraaustenite.com/) on Monday, May 19, 2025.
2. The Company does not send separate invitation letter to the Shareholders and this invitation is an official invitation for the
Shareholders to attend the Meeting. This Convocation can also be seen on (i) Electronic General Meeting of Shareholders
Website provided by PT Kustodian Sentral Efek Indonesia, (ii)The Indonesian Stock Exchange Website, and (iii)The
Company’s Website (http://www.tiraaustenite.com/) on Tuesday, June 3, 2025.
3. a. For the Company’s shares which are not in collective custody, only the shareholders or their legal proxies whose names
are registered in the Company’s Shareholders Registration at the Company’s Securities Administration Bureau (BAE),
PT. Sinartama Gunita on Monday, June 2, 2025 at 16.00 PM Western Indonesia Time.
b. For the Company's shares which are in Collective Custody, only the account holders or their legal proxies whose names
are registered as the Company’s shareholders in the Company’s Shareholders Registration at the account holder or
custodian bank in PT Kustodian Sentral Efek Indonesia (“KSEI”) on Monday, June 2, 2025 at 16.00 Western Indonesia
Time. Shareholders of the Company in the collective custody of PT Kustodian Sentral Efek Indonesia ("KSEI") who intend
to physically attend the Meeting are requested to show Written Confirmation to Attend the Meeting (“KTUR”) to the
registration officer before the Meeting begins, which can be obtained at the Securities Company/Custodian Bank where
the Shareholders open a securities account.
4. Shareholders can participate in the Meeting by either:
a. physically attending the Meeting; or
b. electronically attending the Meeting through the eASY.KSEI.
5. Shareholders who wish to attend electronically, as mentioned in item 4 letter b, must be local individual shareholders who
have shares deposited in KSEI’s collective custody
6. Shareholders can utilize the eASY.KSEI by accessing eASY.KSEI menu, Login eASY.KSEI submenu in the AKSes facility
(https://akses.ksei.co.id/).
7. Prior to participating in the Meeting, shareholders must first read the terms presented in this Invitation, as well as other
stipulations related to Meeting as authorized by each Company. Other terms can be found in the attached document on the
‘Meeting Info’ feature provided in the eASY.KSEI and/or Meeting invitations posted at the websites of the respective Company.
The Company retains the rights to authorize more terms in relation to shareholders or shareholder representatives’ physical
participation in the Meeting.
8. Shareholders who wish to physically attend the Meeting or exercise their voting rights through the eASY.KSEI, must first
inform their attendance or the attendance of their appointed representatives, and/or submit their votes through the eASY.KSEI.
9. The deadline for declaring attendance, appointing representatives, or submitting votes through the eASY.KSEI is set at 12:00
pm Western Indonesian Time (WIB) 1 (one) business day before the Meeting’s date.
10. Any Shareholder of the Company or its proxy who will attend the Company’s Meeting is kindly requested to provide the
registration officer with the original copy of the KTUR and a copy of his/her Resident ID card (KTP) or any other identification
card before entering the Meeting room. Shareholders of the Company in the form of a legal entity, in addition to submitting
the original KTUR and a copy of his/her Resident ID card (KTP) or other identification card but also a copy of the latest articles
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of association and the deed of appointment of the last management of the legal entity his/her represents and a decision letter
of ratification/approval from the authorized agency.
11. Shareholders who wish to attend or authorize a representative to attend the Meeting electronically through the eASY.KSEI
must consider the following points:
a. Registration Process
i. Local individual shareholders who have not provided their attendance declaration before the deadline mentioned
on item 9, but wish to attend the Meeting electronically, must first register their attendance through the eASY.KSEI
during the date of the Meeting and before the time that the Company ends the Meeting's electronic registration.
ii. Local individual shareholders who have provided their attendance declaration but have not submitted their vote
on a minimum of 1 (one) of the Meeting agendas through the eASY.KSEI before the deadline mentioned on item
9 and wish to attend the Meeting electronically, must first register their attendance through the eASY.KSEI during
the date of the Meeting and before the time that the Company ends the Meeting's electronic registration.
iii. Shareholders who have authorized the Company’s Independent Representative or an Individual Representative
but have not submitted their vote on a minimum of 1 (one) of the Meeting agendas through the eASY.KSEI before
the deadline mentioned on item 9 and wish to attend the Meeting electronically must first register their attendance
through the eASY.KSEI during the date of the Meeting and before the time that the Company ends the Meeting's
electronic registration.
iv. Shareholders who have authorized an Intermediary Participant Representative (Custodian Bank or Securities
Company) and have submitted their vote through the eASY.KSEI before the deadline mentioned on item 9 are
required to request their registered representatives in the eASY.KSEI to register their attendance through the
eASY.KSEI during the date of the Meeting before the time that the Company ends the Meeting's electronic
registration.
v. Shareholders who have submitted their attendance declaration or authorized a Companyappointed Independent
Representative or Individual Representative and have provided their votes for a minimum of 1 (one) of the
Meeting agendas through the eASY.KSEI before the deadline mentioned on item 9 do not need to electronically
register their attendance through the eASY.KSEI on the Meeting’s date. Shares’ ownership will be automatically
calculated as an attendance quorum and submitted votes will be automatically counted during the Meeting’s
voting process.
vi. Lateness or electronic registration failures, as mentioned in points number i - iv, for whatever reason that cause
shareholders or their representatives to not be able to electronically attend the Meeting, will prevent their shares
from being counted as a quorum for the Meeting.
b. Electronic Statements and/or Opinions Submission Process
i. Shareholders or their representatives are provided 1 (one) opportunity to present their questions and/or opinions
in discussion in each Meeting agendas. Questions and/or opinions on each of the Meeting agendas can be
submitted in writing by the Shareholders or their representatives through the chat feature in the ‘Electronic
Opinions’ made available in the E Meeting Hall screen of the eASY.KSEI. Questions and/or opinions can be given
as long as the Meeting’s status in the ‘General Meeting Flow Text’ status is written as “Discussion started for
agenda item no. [..]”.
ii. The mechanism of handling questions and / or opinions through 'Electronic Opinion' screen in the eASY.KSEI is
determined by the respective Company and will be included in the Company’s Meeting Guidelines through the
eASY.KSEI.
iii. Shareholders’ representatives who electronically attend the Meeting and submit a question and/or opinion during
a discussion session of one of the Meeting agendas are required to type in the name of the shareholder and
amount of shares they represent first before they write their respective questions and/or opinions.
c. Voting Process
i. The voting process will be conducted electronically through the E-Meeting Hall menu, Live Broadcasting submenu
of the eASY.KSEI.
ii. Shareholders or their representatives who have not submitted their votes on the particular Meeting agenda, as
mentioned in item 11 letter a number i - iii, are given an opportunity to submit their votes as the Company opens
the voting period in the E-Meeting Hall screen of the eASY.KSEI. After the electronic voting period for one of the
Meeting agendas is started, the system will automatically count down the voting time by a maximum of 1 (one)
minutes. During the electronic voting time, a “Voting for Agenda item no [ ] has started” status would be displayed
at the ‘General Meeting Flow Text’ column. Shareholders or their representatives who have not submitted their
votes during a specific Meeting agenda after the ‘General Meeting Flow Text’ column’s status has changed to
“Voting for Agenda item no [ ] has ended” will be considered to give an Abstain vote for the related Meeting
agenda.
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iii. The voting time in the electronic voting process is a standardized time set by the eASY.KSEI. The Company can
set their own policies on electronic voting time for each of their Meeting agendas with a maximum of 1 (one)
minutes per Meeting agenda as elaborated in the Meeting’s Guideline through the eASY.KSEI.
d. Live Broadcast of The Meeting
i. Shareholders or their representatives who have been registered in the eASY.KSEI no later than the deadline
mentioned on item 11 can watch the Meeting live via Zoom in webinar format by accessing the eASY.KSEI menu,
submenu Tayangan RUPS in the AKSes facility (https://akses.ksei.co.id/).
ii. Tayangan RUPS has a capacity of 500 participants provided in a first come, first serve basis. Shareholders or
their representatives who could not be accommodated in the Meeting’s broadcast are still considered to have
electronically attended the Meeting and their share ownerships and votes are still counted, as long as they have
registered through the eASY.KSEI, as specified above in item 11 letter a number i - v.
iii. Shareholders or their representatives who only watch the Meeting through Tayangan RUPS but were not
electronically registered as participants in the eASY.KSEI, as specified above in item 11 letter a number i - v, will
not be considered as a legal participant and are not counted as part of the Meeting’s quorum.
iv. Shareholders or their representatives who watch the Meeting through Tayangan RUPS can use the raise hand
feature to submit questions and/or opinions during the discussion sessions for each of the Meeting agendas.
Shareholders or their representatives can directly ask questions or voice their opinions if the Company has
allowed and activated the allow to talk feature. Mechanisms for discussion on each of the Meeting agendas,
including the use of the allow to talk feature in Tayangan RUPS are determined by the Company and included in
the Meeting's Guideline through the eASY.KSEI.
v. Shareholders or their representatives are encouraged to use the Mozilla Firefox browser for the best experience
in using the eASY.KSEI and/or Tayangan RUPS.
12. The Company prepares 2 (two) types of power of attorney for Shareholders, namely conventional power of attorney which
can be obtained through the Company's website (www.tiraaustenite.com) or through eProxy which can be accessed
electronically on the eASY.KSEI platform through the KSEI website (https://akses.ksei.co.id/).
a. Conventional power of attorney
i. Shareholders who are unable to attend can be represented by their attorneys based on a valid power of attorney
in a form satisfactory to the Company’s Board of Directors or executes to the Company’s standard form of power
attorney. The Proxy form can be downloaded from the Company's website (www.tiraaustenite.com).
ii. in accordance to Article 30 paragraph (3) POJK 15/2020, Members of the Board of Directors, Members of the
Board of Commissioners and Employees of the Company may act as a proxy for Shareholders in the Meeting,
but any vote they cast as proxy will not be counted in the voting;
iii. The proxy form duly stamped and signed must be submitted to soeseno.adi@tiraaustenite.com or Company’s
office which is located at Jl Pulo Ayang Kav R-1, Pulogadung Industrial Estate, Jakarta 13930. All power of
attorneys must be received by the Company no later than 1 (satu) day before the date of the Meeting on Tuesday,
June 24, 2025 until 12.00 Western Indonesia Time.
b. eProxy through eASY.KSEI
Shareholders can assign general or special power of attorney. The power of attorney available at eASY.KSEI is an
independent party appointed by the Company or is the custodian bank of the Shareholders.
The Company suggest to the Shareholders not to present physically but they may grant a power of attorney to an
Independent Party, i.e. the Company’s Securities Administration Bureau (BAE), PT.Sinartama Gunita (Independent
Representative) through the eASY-KSEI facility at the link https://akses.ksei.co.id, which is provided by KSEI, as an
electronic authorization mechanism (e-Proxy) in the process of convening a Meeting, from the date of this Convocation
of Meeting until no later than 1 (one) working day before the date of Meeting, which is Tuesday, June 24, 2025 until
12.00 Western Indonesia Time.
13. Shareholders or their proxies are kindly requested to be present at the Meeting venue at the latest 30 minutes before the start
of the Meeting, to facilitate the arrangement and order of the Meeting.
Jakarta, June 3, 2025
PT TIRA AUSTENITE Tbk
Board of Directors
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