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20250522_BOAT_Pemanggilan RUPS_31888323_lamp2.pdf
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INVITATION
OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS FOR AND
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT NEWPORT MARINE SERVICES Tbk
The Board of Directors of PT Newport Marine Services Tbk (the Company) hereby invites shareholders
to attend the Annual General Meeting of Shareholders for the 2024 Financial Year (“AGMS”) and the
Extraordinary General Meeting of Shareholders (“EGMS”) hereinafter referred to as the "Meeting" which
will be held on:
Day/Date : Friday, June 13th 2025
Waktu : 15.00 WIB– Finished
Tempat : Premier Lounge, Prosperity Tower, Level 11, SCBD, District 8. Jl. Jend.
Sudirman Kav. 52-53, Senayan
Agenda of the AGMS:
1. Approval of the Board of Directors’ Report and the Supervisory Report of the Board of
Commissioners on the company’s business operations for the financial year ended December 31,
2024.
2. Determination of the Use of the Company’s Net Profit for the 2024 Fiscal Year.
3. Appointment of a public accountant and/or public accounting firm to audit the company’s financial
statements for the financial year 2025, including the determination of the honorarium and other
terms.
4. Report and accountability on the realization of the use of proceeds from the public offering.
Agenda of the EGMS :
1. Approval of the Change of the Company’s Registered Office Address
Explanation of the AGMS Agenda Items:
1. Approval of the Board of Directors and Board of Commissioners Reports
In a ccordance with Article 69, paragraph (1), of Law No. 40 of 2007 concerning Limited Liability
Companies (“Company Law”), in conjunction with Article 19, paragraph (3), points a and b, of the
Company’s Articles of Association, the Company’s Annual Report must be approved at the AGMS.
2. Determination of the Use of the Company’s Net Profit for the 2024 Fiscal Year
Based on Article 71, paragraph (1), of the Company Law in conjunction with Article 19, paragraph
(3), point c, of the Articles of Association, the appropriation of net profit shall be determined at the
AGMS.
3. Appointment of a public accountant and/or public accounting firm to audit the company’s financial
statements for the financial year 2025, including the determination of the honorarium and other
terms.
Based on Article 59, paragraph (1), of Financial Services Authority Regulation No.
15/POJK.04/2020 on the Planning and Organization of General Meetings of Shareholders of Public
Companies, in conjunction with Article 19, paragraph (2), point d, of the Company’s Articles of
Association, the appointment of a public accountant and/or a public accounting firm to audit the
financial statements must be approved at the AGMS.
4. Report on the Use of Proceeds from the Public Offering
Referring to Article 6, paragraphs (1) and (2), of Financial Services Authority Regulation No.
30/POJK.04/2015 on the Report of Realization of Use of Proceeds from Public Offerings, such
realization must be included as one of the agenda items of the AGMS.
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Explanation of the EGMS Agenda Item:
1. Approval of the Change of the Company’s Registered Office Address
This agenda item is proposed to accommodate the change in the Company's official address
following a decree issued by the Governor of the Special Capital Region of Jakarta. In connection
with this decree, the Company intends to update its registered office address in the Ministry of Law
and Human Rights system to: Thamrin Residences Office Park Unit C.18, Jalan Thamrin
Boulevard, Kebon Melati Subdistrict, Tanah Abang District, Central Jakarta City, DKI Jakarta
Province, Postal Code: 10230. Submission of the address change in the AHU System requires
supporting documentation in the form of an amendment to the Company’s Articles of Association.
Notes:
1. The Company does not send special invitations to shareholders, because this Invitation serves as
an official invitation. This Invitation can also be viewed on the Company's website https://nms-
ina.com/rups/, the Indonesia Stock Exchange website https://idx.co.id/id/perusahaan-
tercatat/keterbukaan-informasi/ and the eASY.KSEI application.
2. Materials related to the agenda of the Meeting can be downloaded on the Company's website
https://nms-ina.com/rups/ and the eASY.KSEI application from the date of the Summons on
Thursday, May 22, 2025 until the Meeting is held on Friday, June 13, 2025, and the Company does
not distribute hardcopy Meeting materials on the date of the Meeting, softcopy Meeting
materials can be downloaded by scanning the barcode provided at the registration desk.
3. Each shareholder who is entitled to attend the Meeting is a shareholder whose name is
registered in the Company's Register of Shareholders at the close of Stock Exchange trading hours
on Wednesday, May 21 2025.
4. The participation of shareholders in the Meeting can be done by the following mechanism:
a. physically present at the Meeting; or
b. attend the Meeting electronically through the eASY.KSEI application.
5. Shareholders who can attend directly electronically as mentioned in point 4 letter b are local
individual shareholders whose shares are kept in KSEI's collective custody.
6. To use the eASY.KSEI application, shareholders can access the eASY.KSEI menu, eASY.KSEI
Login submenu located in the Access facility (https://akses.ksei.co.id/).
7. Before determining participation in the Meeting, shareholders must read the provisions conveyed
through this summons as well as other provisions related to the implementation of the Meeting
based on the authority determined by each Company. Other provisions can be seen through the
attachment of the document on the 'Meeting Info' feature on the eASY.KSEI application and/or the
invitation to the Meeting found on the related Company's website. The Company has the right to
determine other requirements in connection with the participation of shareholders or their proxies
who will be physically present at the Meeting.
8. Shareholders who will physically attend the Meeting or shareholders who will exercise their voting
rights through the eASY.KSEI application, can inform their attendance or appoint their proxies,
and/or submit their vote in the eASY.KSEI application.
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9. The deadline for submitting a declaration of attendance or power of attorney and vote in the
eASY.KSEI application is 12.00 WIB on 1 (one) working day before the date of the Meeting or June
12nd, 2025.
10. Before entering the Meeting room, shareholders or their proxies who are physically present at the
Meeting are required to fill out the attendance register by showing proof of original identity.
11. Shareholders who will attend or provide power of attorney electronically to the Meeting through the
eASY.KSEI application must pay attention to the following:
a. Mechanism of Shareholders Attendance via e-GMS
i. For Shareholders who will attend the Meeting using the e-RUPS and e-Voting modules on
the eASY.KSEI application, they must register on D-1 of the Meeting or June 12nd, 2025 via
www.akses.ksei.co.id;
ii. Shareholders and Attorneys receive e-mail notifications 1 day before the GMS or June 12,
2025 via webinar;
iii. Shareholders and Proxy are required to have an account in AKSes to be able to access the
Meeting link.
iv. The webinar link can be reached through AKSes Web and AKSes Mobile;
v. On D-Day or June 13, 2025 Shareholders who will attend the Meeting using the e-RUPS
and e- Voting modules must carry out electronic self-registration at eASY.KSEI via
www.akses.ksei.co.id
b. Registration Process
i. Local individual type shareholders who have not provided a declaration of presence or power
of attorney in the eASY.KSEI application until the deadline in point 9 and wish to attend the
Meeting electronically are required to register attendance in the eASY.KSEI application on
the date of the Meeting until the electronic registration period for the Meeting closed by the
Company.
ii. Local individual type shareholders who have given a declaration of attendance but have not
cast a minimum vote for 1 (one) Meeting agenda in the eASY.KSEI application until the
deadline in point 9 and wish to attend the Meeting electronically are required to register
attendance in the eASY.KSEI on the date of the Meeting until the registration period of the
Meeting is electronically closed by the Company.
iii. Shareholders who have given power of attorney to the recipient of the proxy provided by the
Company (Independent Representative) or Individual Representative but the shareholder
has not cast a minimum vote for 1 (one) Meeting agenda in the eASY.KSEI application until
the deadline in point 9, the recipient the proxy representing the shareholders must register
attendance in the eASY.KSEI application on the date of the Meeting until the electronic
registration period for the Meeting is closed by the Company.
iv. Shareholders who have given power of attorney to the participant/Intermediary proxy
(Custodian Bank or Securities Company) and have cast their vote in the eASY.KSEI
application up to the time limit in point 9, then the representative of the proxy who has been
registered in the eASY.KSEI application is required to perform attendance registration in the
eASY.KSEI application on the date of the Meeting until the registration period of the Meeting
is electronically closed by the Company.
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v. Shareholders who have given a declaration of attendance or given power of attorney to the
proxy provided by the Company (Independent Representative) or Individual Representative
and have cast a minimum of 1 (one) or all of the Meeting agenda items in the eASY.KSEI
application no later than the maximum limit time in point 9, the shareholders or proxies do
not need to register attendance electronically in the eASY.KSEI application on the date of
the Meeting. Share ownership will be automatically calculated as a quorum of attendance
and the votes that have been cast will be automatically taken into account in the voting of
the Meeting.
vi. Any delay or failure in the electronic registration process as referred to in numbers i – iv 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 as a quorum for attendance at
the Meeting.
c. Process for submitting Questions and/or Opinions Electronically
i. Shareholders or proxies have 3 (three) opportunities to submit questions and/or opinions at
each discussion session per meeting agenda. Questions and/or opinions per Meeting
agenda can be submitted in writing by the shareholders or proxies by using the chat feature
in the 'Electronic Opinions' column available on the E-Meeting Hall screen in the eASY.KSEI
application. Giving questions and/or opinions can be done as long as the status of the
Meeting in the 'General Meeting Flow Text' column is "Discussion started for agenda item
no. [ ]”.
ii. Determination of the mechanism for conducting discussions per meeting agenda in writing
through the E-Meeting Hall screen in the eASY.KSEI application is the authority of each
Company and this will be stated by the Company in the Rules of Conduct for Meetings
through the eASY.KSEI application.
iii. For the proxies who attend electronically and will submit questions and/or opinions of their
shareholders during the discussion session per agenda of the Meeting, they are required to
write down the names of the shareholders and the size of their share ownership followed by
related questions or opinions.
d. Voting Process
i. The electronic voting process takes place in the eASY.KSEI application on the E-Meeting
Hall menu, Live Broadcasting sub menu.
ii. Shareholders who are present alone or are represented by their proxies but have not cast
their votes in the agenda of the Meeting as referred to in point 11 letter a number i – iii, then
the shareholders or their proxies have the opportunity to submit their vote during the voting
period via the E-screen. The Meeting Hall in the eASY.KSEI application was opened by the
Company. When the electronic voting period per meeting agenda begins, the system
automatically runs the voting time by counting down a maximum of 5 (five) minutes. During
the electronic voting process, the status of "Voting for agenda item no [ ] has started" will be
seen in the 'General Meeting Flow Text' column. If the shareholders or their proxies do not
vote for a particular meeting agenda until the status of the meeting as shown in the 'General
Meeting Flow Text' column changes to "Voting for agenda item no [ ] has ended", it will be
considered as voting Abstain for the agenda of the meeting concerned.
iii. Voting time during the electronic voting process is the standard time set in the eASY.KSEI
application. Each Company may determine the time policy for direct voting electronically per
agenda of the Meeting (with a maximum time of 5 (five) minutes per agenda of the Meeting)
and this will be stated in the Rules of Conduct for the Meeting through the eASY.KSEI
application.
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e. Live Streaming of Meeting
i. Shareholders or their proxies who have been registered in the eASY.KSEI application no
later than the deadline in point 9 can witness the ongoing Meeting through the Zoom webinar
by accessing the eASY.KSEI menu, the GMS Impressions submenu located at the AKSes
facility (https://akses.ksei.co.id/).
ii. The GMS broadcast has a capacity of up to 500 participants, where the attendance of each
participant will be determined on a first come first serve basis. Shareholders or their proxies
who do not have the opportunity to witness the implementation of the Meeting through the
GMS Impressions are still considered valid to be present 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 as stipulated in point 11 letter a number i – v.
iii. Shareholders or their proxies who only witnessed the implementation of the Meeting through
the GMS Impressions but are not registered are present electronically on the eASY.KSEI
application in accordance with the provisions in point 11 letter a number i – v, then the
presence of the shareholder or proxies is considered invalid and will not included in the
calculation of the meeting attendance quorum.
iv. Shareholders or their proxies who witness the implementation of the Meeting through the
GMS Impressions have a raise hand feature that can be used to ask questions and/or
opinions during the discussion session per agenda of the Meeting.If the Company allows by
activating the allow to talk feature, then shareholders or their proxies can submit questions
and/or opinions by speaking directly. The determination of the mechanism for conducting
discussions per meeting agenda using the allow to talk feature contained in the GMS is the
authority of each Company in the Rules of Conduct for the Meeting through the eASY.KSEI
application.
v. To get the best experience in using the eASY.KSEI application and/or GMS Impressions,
shareholders or their proxies are advised to use the Mozilla Firefox browser.
Jakarta, May 22 2025
PT NEWPORT MARINE SERVICES Tbk
BOARD OF DIRECTORS
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Indonesia Stock Exchange
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