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20250528_ASSA_Pemanggilan RUPS_31890153_lamp3.pdf
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a
assa
Invitation of
Annual General Meeting of Shareholders and
Extraordinary General Meeting of Shareholders
PT Adi Sarana Armada Tbk
The Board of Directors of PT Adi Sarana Armada Tbk (the "CompanyJ hereby invites the Shareholders of
the Company to attend the Annual General Meeting of Shareholders C'AGMS'J and the Extraordinary
General Meeting of Shareholders CEGl.fSl of the Company (AGMS and EGMS hereby collectlvely shall be
referred to as the "Meeting'J which shall be held on:
Day/Date Tueday, 24 )une ZO25
Waktu 14:00 p.m - Onwards
Tempat Harris Hotel Kelapa Gading & Convention - Smiley Room 56 Floor,
Boulevard Barat Raya Street No. 13, East Kelapa Gading Village, Kelapa Gading
District, North .Iakand Y24O
Mechanism Meetings physically and electronically with the application Electronic General
Meeting System KSEI C'eASY.KSEI')
A. AGMS Agenda and the Explanation on the AGMS Agenda :
l. The approval and ratification of the Annual Report of the Company for the financial year
ended on 31 December 2024 including the Activities Report of the Company, the Board
of commissioners Supervision Report and Financial Report for the financial year ended
on 3l December 2024, as well as the full release and dlscharge of the responsibility
(acquit et de charge) to the Board of Commissioners and the Board of Directors of the
Company on the management and supervision of the Company during the relevant
financial year.
EYplanation:
Pursuant to Article 56 of the Law No.40 of 2007 on the Limited Liability Company ("Company Law')
juncto Nticle 19 paragraph (2) of the prevailing articles of association of the Company, the Board of
Directors shall submit the annual report which has been reviewed by the Board of Commissioners to
the GMS in the AGMS to be further approved by the GMS. In addition, the financial repoft for the
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relevant financial year as well as the supervisory duty report of the Board of Commissioners shall be
authorized by the GMS.
2. Determination of the use net profits of the financial year ended on 31 December 2024
and distribution of cash dividends by taking anto account the procedures for distributing
dividends in accordance with capital market regulauons.
EYplanatbn:
Based on Article 72 of the Constitution in conjunction with Artjcle 25 paragraph (5) of the Company's
articles of association, as of November 22, 2024, the Company has paid interim dividends for the
financial year 2024 which will be taken into account in the dividend on the Company's net profit for
the flnancial year 2024, and in accordance with Article 70 and Article 71 of the Constitution of the
Law in conjunction with Article 25 paragraph (2) of the Company's articles of association, the use of
the net profit for the relevant financial year must be determined in the GMS and the distribution of
dividends will be paid in accordance with financial ability The Company is based on the decision
taken in the GMS.
3, The Appointment of the Public Accountant that will audit the financial report of the
Company for the year ended on 31 December 2025 and the granting of the authority to
determine the honorarium for the Public Accountant as well as other requirements,
EYplanatbn:
PuBuant to Article 59 paragraph (1) Regulation of the Financial Services Authority ("POJK") No.
751PcjK.0412020 on the Planning and Implementation of the General Meeting of Shareholders of
Public Companies ("POJK No, 15l2O2O") juncto Article 19 paragraph (2) of the prevailing articles
of association of the Company, the Appointrnent and termination of the public accountant and/or the
public accountant omce that will provide audit service on the annual historical financial information
shall be determined in the GMS by taking into consideration the proposals from the Board of
Commissioners.
4, The approval on the determination of salary, honorarium and other benefits for the
members of the Board of Commissioners and the Board of Directors,
&planabbn:
Pursuant to Article 96 pamgraph (L) jundo pfncle 113 of the Company Law, salary and honorarium
for the members of the Board of Directors and the Board of Commissioners shall be determined by
the GMS.
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B, EGMS Agenda and Explanation on the EGMS Agenda :
1. The Approval on the encumbrance of most of or all of the Company's assets including but
not limited to the land and building, units of vehicle and the business receivables to
obtain the loan from the Financial Institution, including the additional loans in the tuture
for the Company and all of the Company's business units with the security value as well
as the terms and conditions that are deemed appropriate by the Board of Directors of the
Company,
*planation:
Based on Article 102 of the Company Law juncto Atticle 43 of POIK No. 15/2020, in the event the
Company wishes to encumber most or all of its assets, the Company must obtain the GMs approval.
Whereas the Company's main business sector is motor vehicle rental services, which every year
requires funding from the Bank to rejuvenate vehicles whose use has reached 4 years, Apart from
that, the Company also needs funds to increase the company's business by purchasing cars, which
on average The annual average so far has reached IDR 1.000,000,000,000,- (one trillion Rupiah) to
IDR 1,350,000,000,000,- (one trillion three fifty hundred billion Rupiah), so that the majority of the
Company's assets are motor vehicles (reaching more than 500/o (fifty percent) which are funded by
the Bank and used as collateral to the Bank.
2. Discussion of feasibility studaes on the basis of addiuonal business actiyities of the
Company as well as amendments to Articte 3 of the Company Articles of Associauon an
connection with additional business activities of the Company.
EYplanation:
The additaon of the Company's business activities in the form of business activities in the field of
Warehousing and Storage (KBLI No.52101) and Packing Activitles (KBU No. 82920), which are
expected to complement the Company's business strategy. In this regard, the Company will engage
in temporary storage of goods before they are delivered to their final destination, with a commercial
purpose, and provide packing/packaging services on a fee-for-service or contractual basis, either
with or without the use of automated processes. As part of this plan to expand its business activities,
the Company has conducted a feasibility study and has provided information transparency, which can
be accessed through the Company's website and the IDX website.
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3. Approval of the change in the composation of the Board of Commissioners of the
Company.
Explanation:
Based on Article 94 paragraph (1) and 111 paragraph (1) of the Law in conjunction with Article 3
paragraph (1) and Article 23 of OJK Regulation No. 33/POJK.0al2014 concerning the Board of
Directors and Board of Commissioners of Issuers or Public Companies, that changes in the
composition of the Board of Commissioners will be decided at the GMS.
Materials regarding the agenda of the Meeting are available and can be downloaded on the Company's
website
General Terms :
I This Meeting invitation is a formal invitation in accordance with the provision of Article 22 paragraph (5)
of the Artides of Associauon of the CnmDEny juncto Article 82 paragraph (2) of the taw Number zl0 of
2007 on the Limited Liability Company, and Article 52 paragraph (1) POJK No. 15/2020, so that it is no
longer necessary to send separate invitations to the Company's Shareholders.
2. The shareholders of the Company that can attend or being represented in the Meeting are the
shareholdeB of the Company whose names are listed in the Company's Shareholders Register on
Wednesday, 28 May 2025 at 16:00 p.m.
3 Company meetings will be held electronically through the KSEI Electronic General Meeting System
C'eASY.KSEI") application provided by PT Kustodian Sentral Efek Indonesia C'K!;EI') with due
observance of POJK No.16/POJK.04/2020 concerning the Implementation of the General Meeting
Shareholders of the Public Company electronically in conjunction with Article 21 of the Company Articles
of Association.
4 In connection with the implementation of the Meeting through eASY.KSEI as referred to above, the
participation of Shareholders in the Meeting can be canied out by the following mechanism:
a. Attend the Meetng or give power of attorney electronically through the eASY.KSEI application
(https://akses, ksei.co.idl);
b. Be physically present at the Meeting; or
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c. Granting power of attorney using the conventional Power of Attorney form as referred to in number
9 letter b below.
5. The Company urges Shareholders to attend electronically or to give power of attorney electronically (e-
Prory) through the eASY.KSEI application as referred to in point 4 letter a of these General Provisions by
taking into account the following matters:
a. Shareholders of the Company that can use the eASY.KSEI application are local individual
shareholders whose shares are kept in the collective custody of KSEI;
b. Shareholders of the Company must first be registered in the KSEI Securities Ownership Reference
facility ("Alcbs ]GEI'). For Shareholders who have not been registered, please register through the
website ( https: //a kses. ksei. co. idl );
c. To use the eASY.KSEI application, Shareholders can access the eASY.KSEI menu, eISY.KSEI Login
sub-menu located in the AKS€S facility (https ://akses. ksei.co. idl).
Guidelines for registration, use and further explanation regarding eASY.KSEI (e-Prory and e-Voting) can
be found on the website (https://akses.ksei.co.idl).
6 Shareholders of the Crmpany or their proxies who will attend electronically through the eASY.KSEI
application as referred to in number 4 letter a, should observe the following provisions:
a. Shareholders of the Company may declare their presence electronically until Monday June 23,2025 at
12.00 WIB ("Deadline of Attendance Dedarauon"), and cast or change their vote through
eASY.KSEI until the Deadline for Declaration of A$endance.
b. For:
i. Shareholders of the Company who have not made a declaration of presence electronically by
the time limit as refen€d to in number 6 letter a above;
ii. Shareholders of the Company who have made a declaration of attendance electronically but
have not made a vote until the Deadline of Attendance Declaration;
iii. Individual Representatives, and Independent Parties appointed by the Company (PT Raya
Saham Registra as the Company's Securities Administration Bureau CBAE')) who have
received power of attorney from the C-ompany's Shareholders, but the Shareholders
concerned have not made their vote until the Deadline of Attendance Declaration;
iv. KsEl/Intermediary Participant (Custodian Bank or Securities Company) who has received
power of attorney from the Shareholders of the Company who has determined the voting
choice in the eASY.KSEI application;
Must conduct registration of attendance through the eASY.KSEI application on the date of the Meeung
from 12.00 WIB to 14.00 WIB.
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c. Any delay or failure in the electronic registration process 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 in the attendance quorum.
7. For Shareholders of the Company or their proxies that will physically attend the Meeting as referred to in
number 4 letter b above, the Shareholders of the Company or their proxies must submit to the
registration officer the original Identity Card (hereinafter referred to as "KTP'J or other identification
before enter the meeting room. For representatives of the Shareholders of the Company in the form of a
legal entity, in addition to submitting a photocopy of their ID card or other identification, they must also
submit a photocopy of the latest articles of association and a photocopy of the deed of appointment of
the last management of the legal entity they represent.
8 In the event that there are Shareholders or their proxies who have declared or registered their
attendance electronically, but then the Shareholders or their proxies are physically present at the
Meeting, the Company will cancel the attendance of the Shareholders or their proxies electronically in
the eASY.KSEI application.
9. Shareholders of the Company may be represented by their proxies:
a. By giving power electronically (e-Proxy) through the eASY.KSEI application as referred to in point 4
letter a of these General Provisions with the provisions that Shareholders are required to convey their
power of attorney and/or vote, make changes to the appointment of prory and/or vote choices for
the agenda of the Meeting, or revoke power of attorney, electronically through the eASY.KSEI
application from the date of this Invitation until the Deadline for Declaration of Attendance;
b. By using the Conventional Power of Attorney form available on the Company's website
(www.assa.id), with the following conditions:
i. Shareholders of the Company are not entitled to give power of attorney to more than one
proxy for a portion of the number of shares ownd by different votes;
ii. In the event that the Power of Attorney as referred to in number 9 letter b is signed outside
the territory of the Republic of Indonesia, the Power of Attorney must be legalized by a local
public notary and the local government representative office of the Republic of Indonesia;
iii. The original Power of Attorney which has been completed and signed along with a photocopy
of the ID card or other identmca on from the attorney, must have been received by the
Company through the BAE at its address at Plaza Sentral Building, 2nd Floor. Jl. General
Sudirman Kav. 4748, lakarta 12930, Telephone +5221 2525666, Fax +6221 2525028, on
every working day from the date of this Meeting Notice until at the latest 3 (three) working
days before the Meeting is held, namely Thursday. June 19, 2025 until by 16:00 WIB;
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iv. Especially for Shareholders in the form of legal entities, must submit: (a) a photocopy of the
latest art'cles of association; and (b) a photocopy of the deed of appointment of the last
management of the legal entity he represents, to the BAE at the time of submitting the
original Power of Attorney form. in accordance with the provisions as refened to above and
the documents as referred to in number iv letters (a) and (b) also must be submitted before
entering the Meeting room,
c. If members of the Board of Directors, Board of Commissioners and Employees of the Company act as
proxies in the Meeting, the votes cast will not be counted as voting.
10. ShareholdeB of the Company or their proxies can view the ongoing Meeting through the Zoom webinar
by accessing the eASY.KSEI menu, the GMS Live Streaming submenu located at the AKSes facility
(https://a kses. ksei.co. idl) or the GMS Live Streaming menu on AKSes KSEI mobile, with the following
conditions:
a. Shareholders of the Company or their proxies have been registered in the eASY.KSEI
application no later than Monday 23, 2025 at 12.00 WIB;
b. GMS Live Streaming have a capacity of up to 500 participants, where the attendance of each
participant will be determined on a first come first serve basis. Shareholders of the Company
or thear proxies that cannot view the Meeting through the GMS Live Streaming will still be
considered valid to attend electronically and share ownership and voting choices are taken
into account at the Meeting. as long as they have been registered in the eASY.KSEI
application;
c. Shareholders of the Company or their proxies that view the ongoing Meeting through the GMS
Uve Streaming but whose electronic attendance is not duly registered on the eASY.KSEI
application, 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.
11. To get the best e)eerience in using the eASY.KSEI application and/or GMS Live Streaming. Shareholders
or their proxies are advised to use the Mozilla Firefox browser.
12. If after the date of this Meeting Notice there are changes in the technical operations of the eASY.KSEI
application. or changes to any regulations, guidelines and/or explanations of KSEI related to the conduct
of electronic meeungs through the eASY.KSEI application, then such changes shall apply to the conduct
of the Meeting, and all the provisions in these General Provisions conceming the conduct of electronic
Meeting through the eASY.KSEI application are deemed to be adjusted to such changes.
Additional Information:
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1. Any Shareholder that has arrived at the Meeting venue but cannot enter the Meeting room due to
the limited room capacity may still exercise their rights by electronically attending the Meeting or
granting power (to attend the Meeting and cast a vote on each Meeting agenda item) to the
independent party designated by the Company (a Representative of the SAB), by completing and
signing the written power of attorney provided by the Company at the Meeting venue;
2. The Company's Shareholders or their proxies are kndly requested to be at the Meeting venue by
13:30 Western Indonesia Tlme to ensure that the Meeting will sErt punctually. Registration will be
closed at 14:00 Western Indonesia Time for the AGMS and 15:00 Western Indonesia Time for the
EGMS. The Shareholders or their proxies that arrive after the registration is closed will be deemed
absent and therefore deprived of their right to put forward any suggestions and/or ask questions and
cast votes at the Meeting;
3. The Company will not provide any souvenirs, food, and drink;
4. In the event of an emergency, which makes it impossible for the Company to hold a physical
Meeting, the Company will hold the Meeting electronically without the physical presence of the
Shareholders upon prior notice to the Company! Shareholder.
Jakarta, June 2, 2025
PT ADI SARANA ARMADA TbK
The Eoard of Directors
Names mentioned 5 people and organisations named in the text · linked when the evidence is strong
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Financial Services Authority
p.2
unresolved
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PT Kustodian Sentral Efek Indonesia
p.4
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PT Kustodian Sentral Efek Indonesia C'K
p.4
unresolved
org
PT Raya Saham Registra
p.5
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