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20250602_HITS_Pemanggilan RUPS_31890612_lamp2.pdf

RUPS notice Text extracted HITS

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Page 1
                                   INVITATION
                 EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
                PT HUMPUSS INTERMODA TRANSPORTASI Tbk. (“Company”)

To comply with the provisions of Article 21 paragraph 5 of the Company’s Article Association as
well as Article 52 of the Financial Services Authority (Otoritas Jasa Keuangan or “OJK”) Regulation
No. 15/POJK.04/2020 on the Plan and Implementation of General Meeting of Shareholders of
Public Companies (“POJK 15/2020”) and the OJK Regulation No. 16/POJK.04/2020 on the
Implementation of Electronic General Meeting of Shareholders of Public Companies (“POJK
16/2020”), the Board of Directors of the Company hereby invites the shareholders of the
Company to attend the Extraordinary General Meeting of Shareholders (“Meeting”) of the
Company. The Meeting will be held on:

 Date              : Monday, June 2, 2025
 Time              : 14.00 – Finish
 Venue             : Room Sapphire
                     Artotel Suites Mangkuluhur, Floor M,
                     Jl. Jend. Gatot Subroto Kav. II No. 3,
                     Jakarta Selatan 12930
 E-GMS             : eASY.KSEI Application

The Agendas of the Meeting and its explanations are as follows:

1. Approval of the Company’s Plan to Change its Status into a Private Company (“Go
   Private Plan”), which includes:
   a. approval of the change of the Company’s status from a public company to a private
      company;
   b. approval of the delisting of the Company’s shares from the Indonesia Stock
      Exchange;
   c. approval of the appointment of supporting professional parties as required
      concerning the Go Private Plan; and
   d. granting full authority to the Board of Directors of the Company to take any and all
      necessary actions related to the implementation or completion of the Go Private
      Plan.

   Explanation:
   In accordance with OJK Regulation No. 3/POJK.04/2021 on the Implementation of Activities
   in the Capital Market Sector, as partially amended by OJK Regulation No. 45 of 2024 on the
   Development and Strengthening of Issuers and Public Companies, and POJK 15/2020, the
   requirement to implement the Go Private Plan must be approved in a general meeting of
   shareholders attended by Independent Shareholders representing of more than 1/2 of the
   total shares with valid voting rights held by Independent Shareholders, and the resolution
   must be approved by Independent Shareholders representing more than 1/2 of the total
   shares with valid voting rights held by Independent Shareholders.

2. Approval of the amendments to the entire Articles of Association of the Company in
   connection with the change of the Company’s status from a public company to a private
   company, including the change of the Company’s name, and the granting of authority to
   the Board of Directors of the Company to take all necessary actions to implement such
   amendments.
Page 2
   Explanation:
   If the Go Private Plan is approved and implemented, certain provisions in the current Articles
   of Association will no longer be relevant. Accordingly, the Company must amend the entire
   Articles of Association to align with its status as a private company. The amendment requires
   shareholders’ approval in the Meeting. Pursuant to POJK 15/2020 and Article 23 paragraph 1
   letter b (i) of the Company’s Articles of Association, amendments to the Articles of Association
   must be resolved in a general meeting of shareholders attended by shareholders representing
   at least 2/3 of the total shares with valid voting rights and approved by more than 2/3 of the
   shares present at the Meeting.


Notes:
1. In relation to the holding of the Meeting, the Company does not send a separate invitation to
   the Shareholders of the Company, therefore this Invitation is an official invitation for the
   Shareholders of the Company. The Invitation of the Meeting is available on the E-GMS
   provider's website (eASY.KSEI) and the Company’s website (https://www.hits.co.id/).

2. The Meeting will be conducted both in physical and electronical.

3. Shareholders who are entitled to attend or be represented by a valid proxy, either physically
   or electronically, in the Meeting are:

    a.   For the Company’s shares not held in collective custody:
         Shareholders whose names are duly registered in the Company’s Shareholders Register
         as of Thursday, April 24, 2025, until 16:00 WIB at PT EDI Indonesia, the Company’s
         Share Registrar Bureau (Biro Administrasi Efek).

    b. For the Company’s shares held in collective custody:
       Shareholders whose names are duly registered with the account holders or custodian
       banks at PT Kustodian Sentral Efek Indonesia (“KSEI”) as of Thursday, April 24, 2025,
       until 16:00 WIB. Shareholders holding securities accounts in collective custody at KSEI
       are required to provide investor data managed by them to KSEI in order to obtain the
       Written Confirmation for the Meeting (Konfirmasi Tertulis untuk Rapat or “KTUR”)

4. Shareholders who may attend electronically are individual local shareholders whose shares
   are held in collective custody at KSEI, as referred to in paragraph 3(b) above, who have
   completed the attendance registration via the eASY.KSEI application no later than 12:00 WIB
   on the business day before the Meeting, or Friday, May 30, 2025. Shareholders other than
   individual local shareholders (local institutions, foreign individuals, foreign institutions) may
   contact the Securities Company or Custodian Bank (Intermediary) to act as intermediaries to
   submit their proxies and vote choices via the eASY.KSEI application.

5. For Shareholders who will attend physically, please confirm your attendance through the
   registration      form        available       on       the      Company’s        website
   https://www.hits.co.id/investor/agm_info and sent via email corpsec@hits.co.id the latest
   registration must be completed by 12:00 WIB on the business day before the Meeting, or
   Friday, May 30, 2025, considering the limited attendance quota.
Page 3
6. Each shareholder/proxi has the right to attend and cast votes at the Meeting with due
   observance of the provisions stipulated in the Law Number 40 of 2007 concerning Limited
   Liability Companies as partially amended by Law number 6 of 2023 concerning the Stipulation
   of Government Regulation in Lieu of Law number 2 of 2022 concerning Job Creation into Law
   (“Company Law”), particularly Article 52 paragraph (1) and Article 85 paragraph (1).

7. In accordance with the provisions of Article 48 POJK No. 15/2020, the Shareholders of the
   Company are not entitled to grant power of attorney to more than one proxy for a portion of
   the total shares they own with a different vote, except:
    a. Custodian Bank or Securities Company as Custodian representing its clients who own the
       shares of the Company;
    b. Investment Managers who represent the interests of the Mutual Funds they manage.

8. The Company will facilitate the electronic conduct of the Meeting under the following
   provisions:

    a. Shareholders unable to attend may be represented by a proxy and/or provide their proxy
       to PT EDI Indonesia as the Company’s Share Registrar Bureau as the independent proxy
       provided by the Company, through:

           i.    The KSEI Electronic General Meeting System facility (eASY.KSEI) accessible on
                 the official KSEI website at https://akses.ksei.co.id/ along with the official guide
                 provided on the KSEI website (https://www.ksei.co.id/data/download-data-
                 and-user-guide), as the mechanism for granting an electronic proxy (e-proxy)
                 for the Meeting; or
           ii.   Using the power of attorney form available on the Company’s website
                 https://www.hits.co.id/.

           Proxy Provisions:
              a) Members of the Board of Directors, members of the Board of Commissioners,
                  and employees of the Company are permitted to act as the proxy of the
                  Shareholders at the Meeting; however, the votes cast by them as proxies will
                  not be counted in the voting;
              b) Shareholders holding shares administered by more than one custodian bank
                  (“Participant”) may only grant proxies to each Participant for the number of
                  shares held by the Shareholder and administered by each respective
                  Participant, with voting choices that must be uniform across Participants.
                  Shareholders may not split their votes as provided by applicable regulations;
              c) If the power of attorney is signed outside Indonesia, it must be notarized by a
                  local notary public and legalized by the nearest official representative of the
                  Republic of Indonesia; The Company’s Shareholders who signed the power of
                  attorney abroad, the pertaining power of attorney must be
                  Apostilled/legalized by the Indonesian Embassy/Consulate General of the
                  Republic of Indonesia in the local country;
              d) The original power of attorney, properly stamped and signed, along with:
                  i. A photocopy of the ID Card or other identification documents of the
                      grantor (if individual);
                  ii. A photocopy of the latest articles of association of the grantor and the ID
                      card or other identification of the authorized official/executive (if
                      corporate);
Page 4
                   must be received by the Company through PT EDI Indonesia as the Company’s
                   Share Registrar Bureau at Wisma SMR 1, 3 & 10th Floor, Jl. Yos Sudarso Kav.
                   89, Jakarta 14350, no later than before the Meeting begins.


    b. For Shareholders who will attend or provide proxy electronically in the Meeting via the
       eASY.KSEI application, please ensure the following:

            i.   Submit a statement regarding electronic attendance in the Meeting along with
                 vote choices for at least 1 (one) agenda item through eASY.KSEI no later than 1
                 (one) business day before the Meeting date, or register electronically via
                 eASY.KSEI during the shareholder registration period on the Meeting date and
                 submit their votes electronically during the Meeting until before the closing of
                 the voting session for each agenda item of the Meeting that requires a voting
                 process.
            ii. If the shareholder or proxy has not submitted vote choices for at least 1 (one)
                 agenda item by 1 (one) business day before the Meeting date, the shareholder or
                 proxy intending to attend electronically must register electronically via
                 eASY.KSEI during the shareholder registration period as determined by the
                 Company in paragraph 4.
            iii. If a shareholder only submits vote choices for 1 (one) or some agenda items
                 electronically via eASY.KSEI, the unvoted agenda items will be deemed to have
                 the same vote as the majority vote of shareholders who cast their votes.
            iv. If a shareholder has submitted a statement to attend the Meeting electronically
                 and has provided their vote choices before the Meeting date, they will be
                 considered to have validly attended the Meeting without the need for electronic
                 registration on the Meeting date.
            v. Shareholders who have granted a proxy to the independent representative
                 provided by the Company (Independent Representative) or Individual
                 Representative but have not provided vote choices for at least 1 (one) agenda
                 item in the eASY.KSEI application by the deadline in paragraph 4 must ensure
                 their proxy registers attendance in the eASY.KSEI application on the Meeting date
                 before the electronic registration period ends.
            vi. Delays or failures in the electronic registration process for any reason will result
                 in the Shareholder or their proxy being unable to attend the Meeting
                 electronically, and their shareholding will not be counted towards the quorum
                 for the Meeting.

    c. The Company will provide the Meeting materials for each agenda item via the Company’s
       website https://www.hits.co.id/ and/or on the official eASY.KSEI website starting from
       the date of the Notification of the Meeting until the date the Meeting is held.

9. Shareholders who attend or are represented at the Meeting but do not cast votes of approval,
   disapproval, or abstention will be deemed to have cast votes identical to the majority vote of
   the shareholders who voted.

10. Independent Shareholders and their Proxies who attend and vote on agenda items requiring
    votes from independent shareholders must submit a valid statement, duly notarized,
    declaring that they are Independent Shareholders as per the applicable regulations.
    Independent Shareholders may access the declaration on the Company’s website
    https://www.hits.co.id/.
Page 5
11. The Notary, assisted by the Share Registrar Bureau, will verify and count the votes for each
    agenda item of the Meeting, both physically and electronically, during the decision-making
    process for such agenda item, based on the Powers of Attorney submitted by the Shareholders
    as referred to in point 3 above.

12. Shareholders or their proxies who wish to attend the Meeting in person are REQUIRED to
    comply with the rules and regulations applicable at the Meeting venue, as outlined below:

    a.   In the interest of the health and safety of all parties, the Company requires each
         shareholder or proxy attending the Meeting in person to comply with the provisions and
         procedures set by the Company. To ensure smooth proceedings and proper order during
         the Meeting, the verification process of Shareholders’ powers of attorney for physical
         attendance will begin at 12:30 WIB. Therefore, Shareholders or their duly authorized
         proxies are kindly requested to be present at the venue and complete the verification
         process no later than 13:30 WIB;
    b.   Shareholders or their duly authorized proxies who are unable to obtain seating capacity
         at the venue are respectfully requested to delegate their voting rights to the independent
         proxy appointed by the Company;
    c.   Participants are requested to leave the Meeting premises immediately upon conclusion
         of the Meeting;
    d.   The Company reserves the right to prohibit Shareholders or their proxies from entering
         or remaining in the Meeting room, including requesting them to immediately leave the
         Meeting room and/or the building where the Meeting is held, should they be found to
         have violated the rules and regulations of the Meeting.
    e.   Shareholders are expected to first read the Rules of Meeting and study the Voting
         Procedures that have been available on the Company's website since the date of this
         Invitation.
    f.   If there are changes and/or additions to information related to the procedures for
         holding the Meeting in connection with the latest conditions and developments that have
         not been submitted through this Invitation, then they will be announced on the
         Company's website (https://www.hits.co.id/investor/agm_info).

13. In accordance with Article 30 paragraph (3) POJK No. 15/2020, members of the Board of
    Directors, members of the Board of Commissioners, and employees of the Company may not
    act as the proxy based on electronic Power of Attorney.

14. Materials related to the Meeting are available on the Company's website from the date of the
    Invitation until the Meeting is held. The Company does not provide materials of the Meeting
    in the form of hardcopy during the Meeting event.

15. The Company will not provide refreshment and/or souvenirs to Shareholders or their proxies
    attending the Meeting.

                                      Jakarta, May 28, 2025
                                Board of Directors of the Company

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Names mentioned 6 people and organisations named in the text · linked when the evidence is strong

possible org Otoritas Jasa Keuangan p.1
possible person Gatot Subroto p.1
unresolved org Financial Services Authority p.1
unresolved org Indonesia Stock Exchange p.1
unresolved org PT Kustodian Sentral Efek Indonesia p.2

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