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20250521_TINS_Pemanggilan RUPS_31887599_lamp1.pdf
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& Timah Cc INVITATION TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS PT TIMAH Tbk FINANCIAL YEAR 2024 PT TIMAH Tbk (the “Company”), domiciled in Pangkalpinang, Bangka Belitung, hereby invites the Shareholders of the Company (“Shareholders”) to attend the Annual General Meeting of Shareholders of the Company for the Financial Year 2024 (“Meeting/AGMS”) held pursuant to the provisions of Law Number 40 of 2007 on Limited Liability Companies as amended by Law Number 6 of 2023 on the Stipulation of Government Regulation in Lieu of Law Number 2 of 2022 on Job Creation into Law (“UUPT”), Law Number 19 of 2003 concerning State Owned Enterprises as last amended by Law Number 1 of 2025 (“UU SOE”), Financial Services Authority Regulation Number 15/POJK. 04 /2020 regarding the Plan and Implementation of General Meeting of Shareholders of Public Companies (“POJK No. 15/2020”) and Financial Services Authority Regulation No. 16/POJK.04/2020 regarding the Implementation of Electronic General Meeting of Shareholders of Public Companies, as well as the provisions of the Company's Articles of Association, with the following schedule: Day/Date : Thursday, June 12, 2025 Time 1 16.00 WIB to Finish Place 1 Sumba Room, 3" Floor Hotel Borobudur Jakarta, Jl. Lapangan Banteng Selatan No. 1 Central Jakarta Link to Follow the : Access the KSEI Electronic General Meeting System (eASY.KSEI) Meeting facility in the link https://akses.ksei.co.id/ provided by KSEI With the following Agenda Items: 1. Approval of the Annual Report and Ratification of the Company's Consolidated Financial Statements, 'Approval of the Board of Commissioners Oversight Report and Ratification of the Financial Statements of the Micro and Small Business Funding Program (PUMK) for the Financial Year 2024, as well as granting full release and discharge (volledig acguit et de charge) to the Board of Directors for the management of the Company and the Board of Commissioners for the supervision of the Company that has been carried out during the Financial Year 2024. 2. Approval on the use of the Company's profit for the Financial Year 2024. 3. Determination of Remuneration (salary/honorarium, facilities and allowances) in the financial year 2025 and Tantiem in the financial year 2024 for Directors and Board of Commissioners of the Company. 4. Determination of Public Accountant (AP) and/or Public Accounting Firm (KAP) to audit the Company's Consolidated Financial Statements and Financial Statements of Micro and Small Business Funding Program (PUMK) for the Financial Year 2025. 5. Changes in the composition of the Company's Management Explanation: a. The 1st Agenda is conducted with reference to the provisions of Article 21 paragraph (2) and paragraph (3) of the Company's Articles of Association in conjunction with Article 66, Article 67, Article 68, Article 69 and Article 78 of the Company Law, and Article 15H paragraph (1) of the UU BUMN which stipulates that the Annual Report including the report on the supervisory duties of the Company's Board of Commissioners and the Annual Financial Statements audited by a Public Accountant must be approved and ratified by the Company's General Meeting of Shareholders (“GMS”). In addition, the 1st agenda item is also carried out in order to comply with the provisions of Article 33 paragraph (3) of the Regulation of the Minister of State Owned Enterprises (“SOE”) Number PER-1/MBU/03/2023 concerning Special Assignments and Social and Environmental Responsibility Programs of State- Owned Enterprises (“Permen BUMN No.1/2023”), which reguires the Financial Report of the PUMK Program and the Report on the implementation of the Social and Environmental Responsibility (CSR)
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program to be submitted and become an integral part of the Periodic (@uarterly) Report and Annual Report of the Company concerned. b. The 2nd Agenda was conducted by referring to the provisions of Article 21 paragraph (2) of the Company's Articles of Association in conjunction with Article 70 and Article 71 of the Company Law which reguires the use of the Company's Profit to be decided by the GMS. c. The 3rd Agenda is conducted with reference to the provisions of Article 11 paragraph (19) of the Company's Articles of Association in conjunction with Article 96 paragraph (1) of the Company Law and Article 14 paragraph (30) of the Company's Articles of Association in conjunction with Article 113 of the Company Law which states that remuneration including salary/honorarium along with facilities and allowances as well as tantieme for the previous financial year for members of the Board of Directors and Board of Commissioners of the Company shall be determined by the GMS. d. The 4th Agenda was conducted with reference to the provisions of Article 21 paragraph (2) letter c of the Company's Articles of Association in conjunction with Article 3 paragraph (1) and paragraph (2) of the Financial Services Authority Regulation (POJK) No. 9 of 2023 on the Use of Public Accountant Services and Public Accounting Firm in Financial Services Activities, as well as the provisions of Article 33 paragraph (3) of Minister of SOE Regulation No. 1/2023 in conjunction with Article 32 paragraph (3) of Minister of SOEs Regulation No. IX. 1/2023 in conjunction with Article 32 paragraph (1) of the Regulation of the Minister of SOE Number PER-2/MBU/03/2023 concerning Guidelines for Governance and Significant Corporate Activities of State Owned Enterprises (“Permen BUMN No. 2/2023”), which reguires to appoint a Public Accountant and Public Accounting Firm at the Company's Annual GMS. e. The 5th Agenda was conducted in connection with the adjustment of the nomenclature of the Company's Board of Directors in accordance with the reguirements and/or provisions of the Minister of State-Owned Enterprises Regulation No. 2/2023, in connection with the need for a Director in charge Of risk management who is separate from the Director in charge of financial management. Notes: 1. The Company does not send a special invitation to each Shareholder because this Invitation is an official invitation to the Company's Shareholders to attend the Meeting 2. The Shareholders who are entitled to attend or be represented at the Meeting are the Shareholders of the Company whose names are recorded in the Company's Register of Shareholders and/orthe owners of the Company's shares in the securities account balance record at PT Kustodian Sentral Efek Indonesia (“KSEI”) at the close of stock trading on Tuesday, May 20, 2025 until 16.00 WIB (“Eligible Shareholders”). 3. Participation of Eligible Shareholders in the Meeting can be done with the following mechanism: a. Physically present at the Meeting, b. Attend the Meeting electronically through the eASY.KSEI application (https://akses.ksei.co.id/): or c. Be represented by another party by granting power of attorney electronically through the @ASY.KSEI application (https://akses.ksei.co.id/) or granting power of attorney in writing 4. Shareholders who are present in person, electronically or authorize electronically (e-proxy) through the @ASY.KSEI application are Eligible Shareholders. To use the eASY.KSEI application, Shareholders can access the eASY.KSEI menu at the AKSes.KSEI facility (https://akses.ksei.co.id), with due observance of the following provisions: a. Eligible Shareholders inform their attendance or appoint their proxies and/or submit voting choices on the eASY.KSEI application, no later than 12.00 WIB on 1 (one) business day before the date of the Meeting, b. Eligible Shareholders whowill attend electronically or give their proxies electronically to the Meeting through the eASY.KSEI application, must pay attention to the following matters (P Registration Process,
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ii. The process of submitting guestions and/or opinions electronically, ii. Voting Process: and iv. Broadcast of the GMS. Guidelines for registration, usage, and further explanation of eASY.KSEI can be downloaded through the eASY.KSEI website or on the Company's website (www.timah.com). Cc. In addition to granting power of attorney electronically, Eligible Shareholders may grant power of attorney in writing by using the Power of Attorney form which can be downloaded on the Company's website (www.timah.com) (“Power of Attorney”) and if it has been filled in completely must be submitted to the Company's Securities Administration Bureau, namely PT EDI Indonesia with the address Wisma SMR It. 10 Jl. Yos Sudarso Kav. 89 Jakarta 14360 Tel. (021) 650-5829 Fax. (021) 650-5829, on business days from the date of the invitation to the Meeting until no later than Tuesday, June 10, 2025 until 15.00 WIB. For Eligible Shareholders who attend based on a Power of Attorney, the provisions apply that the Eligible Shareholders may appoint members of the Board of Directors, Board of Commissioners and employees of the Company as proxies at the Meeting, but their votes will not be taken into account in voting at the Meeting. Eligible Shareholders or their proxies who will physically attend the Meeting are reguested to submit a photocopy of their Identity Card or other valid identification to the registration officer before entering the Meeting room. Shareholders in the form of Legal Entities are reguested to bring a photocopy of the Articles of Association as well as the latest and effective deed of appointment of members of the Board of Directors and Board of Commissioners or their management in accordance with applicable regulations. Shareholders in the collective custody of KSEI are reguired to show Written Confirmation for GMS (“KTUR”) to the registration officer before entering the Meeting room. In the event that the Shareholder is unable to show the KTUR, the Shareholder may still attend the Meeting as long as his/her name is recorded in the Company's Register of Shareholders and brings a verifiable identity in accordance with applicable regulations. The Notary, assisted by the Securities Administration Bureau, will check and count the votes for each agenda item of the Meeting in each decision of the Meeting on that agenda item, including those based on votes that have been submitted by Shareholders through eASY.KSEI, as well as those submitted at the Meeting. Eligible Shareholders or their proxies who are physically present must follow and pass the security protocols applicable to the Meeting venue. For the safety of all Parties, the Company may prohibit Eligible Shareholders or their proxies from attending/entering the building area or being in the Meeting room where the Meeting is held in the event that the Shareholders or their proxies do not comply with the security protocols as reguired above, as well as if there are certain conditions which the Company considers necessary to do as a form of implementing order. The Company informs all Shareholders of the Company the following matters: a. Due to the limited capacity of the room, for Eligible Shareholders or their proxies who are physically present, please note that the capacity of the Meeting room is up to 50 (fifty) participants, where the attendance of each participant will be determined on a first come first serve basis. b. The Company does not provide printed materials, souvenirs. c. The Company provides the Meeting materials on the Company's website (www.timah.com) from the date of this Invitation until the date of the Meeting, provided that the curriculum vitae of the candidates for the Company's Management to be appointed will be available at the latest at the time of the Meeting as stipulated in the Regulation of the Minister of SOE Number PER- 3JMBU/03/2023 concerning Organs and Human Resources of SOE. d. The Company may re-announce if there are changes and/or additional information related to the procedures for conducting the Meeting.
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10. Other matters that have not been regulated in this Invitation to the Meeting will be determined and 11. regulated later in the Meeting Rules of Procedure which will be available on the Company's website (www.timah.com). To facilitate the arrangement and orderliness of the Meeting, Shareholders or their authorized proxies who will be physically present at the Meeting are kindly reguested to be at the Meeting venue no later than 1 (one) hour before the Meeting begins. Jakarta, May 21, 2025 Board of Directors PT TIMAH Tbk
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Financial Services Authority
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Minister of State Owned Enterprises
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