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20250519_GGRM_Pemanggilan RUPS_31886592_lamp1.pdf
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CONVENING NOTICE
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT. Perusahaan Rokok Tjap Gudang Garam Tbk. (the "Company") invites Shareholders to attend the Annual General Meeting of Shareholders ("Meeting") which shall be held at:
Day/date : Wednesday, 25 June 2025
Time : 09.00 Western Indonesian Time
Place : Grand Surya Hotel
Jl. Dhoho No. 95, Kediri, Indonesia
with the following agenda:
1. Approval of the Company's Annual Report on the running of the Company's business during the fiscal year ending on the thirty-first of December two thousand and twenty
four (31-12-2024);
2. Ratification of the Balance Sheet and Profit and Loss Statement of the Company for the fiscal year ended on the thirty first day of December of the year two thousand and
twenty four (31-12-2024);
3. Approval of the determination of the use of the Company's profits for the fiscal year 2024;
4. Change in the management composition of the Company;
5. Delegation of authority to the Board of Directors meeting to carry out the distribution of duties and authority of each member of the Board of Directors;
6. Delegation of authority to the Board of Commissioners to determine the amount and type of income of members of the Board of Directors;
7. Determination of salary and/or benefits of the members of the Board of Commissioners; and
8. Appointment of the Public Accountant.
EXPLANATION ON THE MEETING AGENDA:
1. In connection with the Meeting agenda No. 1 mentioned above, the Company intends to seek its Shareholders' approval for Company's Annual Report for the fiscal year ended
on 31 December 2024 to comply with Articles 69 of Law No. 40 of 2007 on Limited Liability Companies as amended by Law No. 6 of 2023 on Enactment of Regulation
of the Government in Lieu of Law No. 2 of 2022 on Job Creation Into Law ("Companies Law").
2. In connection with the Meeting agenda No. 2 mentioned above, the Company will present the profit or loss of the Company for the fiscal year ended on 31 December 2024
and will purpose to the Shareholders of the Company to ratify the Balance Sheet and Profit and Loss Statement of the Company for the fiscal year ended on 31 December
2024.
3. In connection with the Meeting agenda No. 3 mentioned above, this Meeting agenda is carried out to comply with Article 70 and Article 71 of the Companies Law as well as
Article 22 of the Company's Articles of Associations regarding the use of the Company's profits for the fiscal year 2024.
4. In connection with the Meeting agenda No. 4 mentioned above, this agenda is carried out in order to fulfill the provisions of Article 94 paragraph (1) and Article 111 paragraph (1)
of the UUPT concerning the Board of Directors and Board of Commissioners.
5. In connection with the Meeting agenda No. 5 mentioned above, this agenda item is held in order to fulfill the provisions of Article 92 paragraph (5) of the UUPT and Article 16
paragraph (11) of the Company's Articles of Association and regarding the Duties and Authorities of the Board of Directors.
6. In connection with the Meeting agenda No. 6 and No. 7 mentioned above, the Meeting Agenda is carried out in order to comply with the provisions of Articles 96 and 113
of Companies Law regarding the determination of salaries and allowances for the Board of Directors and Board of Commissioners of the Company.
7. In connection with the Meeting agenda No. 8 mentioned above, this Meeting agenda is carried out to comply with Article 11 paragraph (6) of the Company's Articles of Association,
Article 68 paragraph (1) letter c of the Companies Law and Article 59 of the OJK Regulation No. 15/POJK.04/2020 on Plans and Implementation of General Meeting of
Shareholders of Public Companies.
NOTES:
1. In relation to the above Meeting, the Company will not send separate invitations to the Shareholders of the Company since this Convening Notice is constitute as an official
invitation. This convening notice can also be viewed on the Company's website and the eASY.KSEI application provided by PT. Kustodian Sentral Efek Indoensia ("KSEI").
2. Participation of Shareholders in a Meeting, can be done with the following mechanism:
a. attend the Meeting in person; or
b. present with an electronic proxy (e-proxy) mechanism as regulated in the eASY.KSEI application provided by KSEI at the link https://akses.ksei.co.id/.
3. For Shareholders or their proxies who will be present in person at the Meeting or Shareholders who will exercise their voting rights in the eASY.KSEI application, can inform
their attendance or appoint their proxies and vote through the eASY.KSEI application on the https: // akses.ksei.co.id/.
4. For Shareholders who are unable to attend the Meeting in person but have used their voting rights in the eASY.KSEI application, the voting rights at the Meeting will be
represented by PT. Raya Saham Registra as the recipient of independent power of attorney appointed by the Company.
5. The Shareholders or their proxy(ies) who will attend the Meeting are required, with due respect, to submit copies of their Identity Card (Kartu Tanda Penduduk) or other forms
of identification (which is acceptable to the Board of Directors) to the registration personnel before entering the Meeting room. Shareholders who are legal entities are required
to submit a copy of the Articles of Association and its amendments, including the composition of the incumbent members of the Board of Directors within 7 (seven) days
before the date of the Meeting to :
Corporate Secretary of the Company
Jalan Jend. A. Yani nomor 75-79, Jakarta Pusat 10510
Telp.: (021) 29557000, Fax: (021) 4243136
Attn.: Heru Budiman
6. Materials relating to the Meeting are available at the head office of the Company from the date of this Convening Notice and can be obtained upon requests in writing to
the Corporate Secretary of the Company or by accessing and downloading on the Company's official website and/or eASY.KSEI system.
7. The Shareholders whose shares are deposited at the collective depository of KSEI who plan to attend the Meeting shall register themselves with the member of the Stock
Exchange/Custodian Bank who holds the securities account at KSEI to obtain a Written Confirmation to the Meeting (Konfirmasi Tertulis Untuk Rapat or KTUR).
8. The Shareholders of the Company who are entitled to be present or be represented at the Meeting are those whose names are recorded in the Register of Shareholders
of the Company (in accordance with our prior announcement) on 16 May 2025 up until 16.00 Western Indonesian Time.
9. a. The Shareholders who are unable to attend the Meeting may be represented by their proxy(ies) by providing a valid Power of Attorney which is acceptable
to the Board of Directors and/or power of attorney electronically;
b. The proxy(ies) must not necessarily a Shareholder of the Company, however, if any member of the Board of Commissioners, any member of the Board
of Directors or employee of the Company acts as a proxy of a Shareholder in the Meeting, then their vote in the Meeting will not be counted in the voting;
c. Shareholders whose addresses are registered outside Indonesia, must provide a Power of Attorney which shall be legalized by a Notary and the Indonesian
Embassy in the domicile of the said Shareholder.
10. The form of the Power of Attorney, other than electronic Power of Attorney (e-Proxy) provided through eASY.KSEI mechanism, can be obtained from and/or sent to the Corporate
Secretary during working hours of the Company.
11. The Power of Attorney(s) shall be received by the Board of Directors at the latest by 24 June 2025.
12. The Annual Report for the fiscal year that has recently ended, is available for review by the Shareholders at the head office of the Company as of the day of this Convening Notice.
13. To facilitate the arrangement and for the sake of orderliness of the Meeting, the Shareholders or their proxies who will be present in person at the Meeting are kindly requested to be
at the Meeting venue 30 minutes before the Meeting starts, registration of Meeting participants will be closed at 08.30 Western Indonesian Time. Shareholders or
their proxies who attend after 08.30 Western Indonesian Time are not permitted to register and attend the Meeting.
Kediri, 19 May 2025
Board of the Directors of the Company
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Perusahaan Rokok Tjap Gudang Garam Tbk.
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