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20250527_BIMA_Pemanggilan RUPS_31889420_lamp2.pdf
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AS IA I NFRAS TRU CTURE Tbk
PT PRIMARINDO ASIA INFRASTRUCTURE Tbk
(“The Company”)
INVITATION
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT PRIMARINDO ASIA INFRASTRUCTURE Tbk (“The Company”) hereby invites
the Shareholders to attend the Annual General Meeting of Shareholders of the Company,
which will be held on:
Day/Date : Wednesday, June 18th 2025
Place : Gren Alia Hotel Cikini
Jalan Raya Cikini No 46
Central Jakarta
Time : 11:00 am of Western Indonesia Time – finish
The Agenda:
Annual General Meeting of Shareholders:
1. Approval and ratification of the Company’s Annual Report for the financial year
ended on December 31, 2024, including the Company’s business activities report, the
Board of Commissioners supervisory report, and the Company’s Financial Statement
for the year ended on December 31, 2024, along with granting full release and
discharge (acquit et the charge) to the Board of Directors and Board of
Commissioners of the Company for management and supervisory actions that have
been carried out during the 2024 fiscal year.
Explanation :
Based on the provisions of Article 17 paragraph 5 of the Company's Articles of
Association and Article 66 paragraph 1 of Law No. 40 of 2007 concerning Limited
Liability Companies, the Company will submit a proposal to the Annual GMS to
approve the 2024 Annual Report of the Company, which includes the ratification of
the Financial Statements for the Fiscal Year Ended 31 December 2024, Report of the
Board of Directors and Report of the Board of Commissioners of the Company.
Furthermore, the Company will propose to the Annual GMS to granting full release
and discharge (acquit et de charge) to all members Board of Directors and members
Board of Commissioners of the Company for the management and supervisory
actions that have been carried out during the 2024 fiscal year.
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2. Approval of the use of the Company’s profit for the fiscal year ended December 31
2024.
Explanation:
Based on the provisions of (i) Article 22 paragraph 1 of the Company's Articles of
Association and (ii) Article 70 and Article 71 of the Company Law, that the use of
the Company's net profit is decided at the GMS.
3. Approval on remuneration for members of Board of Directors and Board of
Comissioners for the fiscal year 2025.
Explanation:
Based on the provisions of Article 96 paragraph 1 and Article 113 of the Company
Law, the Company will submit a proposal to the Annual GMS to request approval on
the determination of the remuneration to be paid by the Company to members of the
Board of Commissioners and members of the Board of Directors of the Company
serving for the 2025 Financial Year.
4. Granting authority to the Board of Commissioners to appoint Independent Public
Accounting Firm to perform audit on the Company’s Financial Statement for the
fiscal year ended December 31, 2025, and to determine its honorarium and the other
requirements related to the appointment.
Explanation:
Based on the provisions of (i) Article 15 paragraph 5 letter d and Article 18
paragraph 4 letter d of the Company's Articles of Association, (ii) Article 59 of the
Financial Services Authority ("OJK") Regulation No.15/POJK.04/2020 concerning
Planning and Organizing GMS of Public Company, and (iii) Article 68 of the
Company Law, the Company will submit a proposal to the Annual GMS to grant
authority and power to the Company's Board of Commissioners to appoint a Public
Accountant and/or Public Accounting Firm to audit the Company's Financial
Statements for the financial year ending in December 31, 2025, to determine the
honorarium and other terms of appointment.
5. Appointment of Members of the Board of Directors and Board of Commissioners of
the Company.
Explanation:
Based on the provisions of Article 11 and Article 14 of the Company's Articles of
Association, members of the Board of Directors and Board of Commissioners are
appointed and dismissed by the GMS, the Company will submit a proposal to the
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Annual GMS to appoint members of the Board of Directors and Board of
Commissioners for a period starting from their appointment until the closing of the
following third year Annual GMS. without prejudice to the right of the GMS to
dismiss at any time.
Notes :
1. The Company will not send a separate official invitation to the Shareholders, therefore
the Meeting Invitation submitted by the Company through the website of the e-GMS
provider (eASY.KSEI), the Indonesia Stock Exchange website (idxnet.co.id) and the
Company's website (www.primarindo.co.id), are official invitation to the Shareholders
of the Company.
2. Shareholders that entitled to attend or be represented at the Meeting are shareholders
whose names are registered on the Company's Register of Shareholders (DPS), at PT
Raya Saham Registra, the Company's Securities Administration Bureau and those in
the collective custody of PT Kustodian Sentral Efek Indonesia (KSEI) on 26 May 2025
until 04.00 pm Western Indonesia Time.
3. The participation of the Shareholders in the Meeting can be done through the following
mechanism:
a. Physically attend the Meeting:
- Shareholders are required to bring a photocopy of Identity Card (“KTP”) or
other identity cards;
- Corporate Shareholders to bring photocopy of the Articles of Association and its
amandments including the latest management composition; or
b. Giving the power of atorney electronically (“e-Proxy”) and/or giving their vote
through eASY.KSEI facility which is provided by PT Kustodian Sentral Efek
indonesia. The e-Proxy facility shall be available for Shareholders who are eligible
to attend the Meeting from the date of the Meeting Invitation until 1 (one) working
day prior to the Meeting’s date, which is Tuesday, 17 June 2025 at 12.00 WIB; or
c. Shareholders who cannot attend may be represented by their authorized
representatives by bringing the letter of power of attorney and submitting a
photocopy of the ID card or other identity cards, with the condition that Board of
Director, Board of Commissioner, and employees of the Company are not allowed
to act as the authorized representatives of the Shareholders in the Meeting. The
power of attorney form can be downloaded in the company website:
https://www.primarindo.co.id/about/info-rups.html. The power of attorney that has
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been filled in completely and legally and its supporting documents must be sent in
softcopy via the Company's email (legal2.primarindo@gmail.com). While the
original Power of Attorney must be submitted in person or sent to be received by
the Company's Board of Directors at the Company's head office, Tatapuri Building
Floor 3A, no later than 4 (four) working days prior to the date of the Meeting until
16.00 WIB.
4. For the Company's Shareholders or their Proxies who will attend the Meeting
electronically (through eASY.KSEI application):
i. The Company’s Shareholders who are able to use the eASY.KSEI application:
a. are the Company’s Shareholder whose shares are kept in KSEI's collective
custody.
b. must be registered first in the KSEI Securities Ownership Reference facility
(“AKSes KSEI”); and if not registered, to register first through the KSEI
website (https://akses.ksei.co.id/);
c. to use the eASY.KSEI application, the Company's Shareholders can access
the eASY.KSEI menu - eASY.KSEI Login submenu found in the AKSes
KSEI facility (https://akses.ksei.co.id/). Guidelines for registration, usage, and
more detailed explanation regarding AKSes KSEI and eASY.KSEI (e-Proxy
and e-Voting) can be viewed on the KSEI website (https://akses.ksei.co.id/).
ii. The Company’s Shareholders are required to declare their attendance
electronically through eASY.KSEI up to Tuesday, June 17, 2025 at 12:00 WIB
("Attendance Declaration Deadline"), and to cast their votes from the date of this
Meeting Invitation up to the Attendance Declaration Deadline.
iii. For:
a. The Company's Shareholders who have not declared their attendance through
eASY.KSEI up to the Attendance Declaration Deadline;
b. The Company's Shareholders who have declared their attendance through
eASY.KSEI, but have not yet determined their voting choice up to the
Attendance Declaration Deadline;
c. The Attorneys from the Company’s Shareholders (Indivudual Representatives)
or Independent Parties appointed by the Company, who have received power
of attorney from the Company’s Shareholders, but have not yet determined
their voting choice on eASY.KSEI up to the Attendance Declaration
Deadline;
d. KSEI Participants/Intermediary (custodian banks, or securities companies)
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who have received power of attorney from the Company’s Shareholders, and
have determined their voting choice on eASY.KSEI;
are required to register their attendance through eASY.KSEI on the date of the
Meeting (Wednesday, June 18, 2025) from 09:30 WIB to 10:30 WIB.
iv. Delay or failure in the registration process through eASY.KSEI for any reason
will result in the Company's Shareholders or their Proxies being unable to attend
the Meeting electronically, and their share ownership cannot be counted in the
attendance quorum.
v. The Company’s Shareholders can be represented by their Proxies by granting
power of attorney, and determining the voting options for the Meeting Agenda,
electronically through eASY.KSEI (e-Proxy and e-Voting).
vi. Granting of power of attorney and/or voting options, changes to the appointment
of the Proxies and/or voting options for the Meeting Agenda, as well as
revocation of power of attorney, can be done electronically through eASY.KSEI
from the date of this Meeting Invitation up to the Attendance Declaration
Deadline.
vii. The Company's Shareholders or their Proxies may watch the conduction of the
Meeting through the Zoom webinar by accessing the eASY.KSEI menu, the
GMS Broadcast (‘Tayangan RUPS’) submenu on the AKSes KSEI facility
(https://akses.ksei.co.id/), or on ‘Tayangan RUPS’ menu on AKSes KSEI
mobile, with the following provisions:
a. The Company's Shareholders or their Proxies have declared their attendance
and are registered on eASY.KSEI no later than Wednesday, May 14, 2025 at
12:00 WIB.
b. The Company’s Shareholders or their Proxies who only watch the conduction
of the Meeting through ‘Tayangan RUPS’, but are not registered as attend
electronically on eASY.KSEI, then the attendance of the Company’s
Shareholders or their Proxies are considered invalid and will not be included
in the calculation of the attendance quorum for the Meeting.
viii. To get the best experience in using eASY.KSEI and/or ‘Tayangan RUPS’, the
Company's Shareholders or their Proxies are advised to use the Mozilla
Firefox browser.
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5. In accordance with the provisions of Article 18 of POJK 15/2020, the meeting agenda
materials in the form of copies of electronic documents can be accessed and
downloaded through the Company's website (www.primarindo.co.id) from the date of
invitation until the meeting.
6 Before and during the Meeting, the Company will implement the health protocol that
will be strictly regulated and implemented by the company.
7. The Notary, assisted by the Company's Securities Administration Bureau, will examine
and count attendance votes, as well as votes for decision-making on each agenda item
of the Meeting based on votes submitted by Shareholders through eASY.KSEI, as well
as those submitted at the meeting.
8. To facilitate the arrangement and order of the Meeting, the Shareholders or their
proxies are respectfully requested to be present in the Meeting room at 10.30 WIB.
Jakarta, May 27 2025
PT PRIMARINDO ASIA INFRASTRUCTURE, Tbk
Board of Directors
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