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20250509_GHON_Pemanggilan RUPS_31884859_lamp1.pdf

RUPS notice Text extracted GHON

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Page 1
 GIHON                  INVITATION
  Telecommunication     ANNUAL GENERAL MEETING OF SHAREHOLDERS
                        PT GIHON TELEKOMUNIKASI INDONESIA TBK (the ”Company”)


The Board of Directors of the Company hereby invites the Shareholders of the Company to attend the Annual General
Meeting of Shareholders for the Financial Year 2024 (the “Meeting”), which will be held as follows:

Day/ Date             : Monday, June 2, 2025
Time                  : 1:30 PM – until completion
Venue                 : Pondok Indah Golf Course, Golf Gallery 2nd Floor, Pine Room
                        Jl. Metro Pondok Indah, Pd. Pinang, Kec. Kby. Lama, Jakarta , Daerah Khusus
                        Ibukota Jakarta 12310

The Meeting Agenda is as follows:

1. Approval of the Company’s Annual Report including the Supervisory Report of the Board of Commissioners for the
   Financial Year 2024, and Ratification of the Company’s Consolidated Financial Statements for the Financial Year
   2024.
    In accordance with the provisions of Article 11 paragraph 4 of the Company’s Articles of Association and Article
    69 of Law No. 40 of 2007 concerning Limited Liability Companies (the “Company Law”), the Company’s Annual
    Report and the Supervisory Report of the Board of Commissioners must obtain approval from the General Meeting
    of Shareholders (“GMS”), and the Company’s Consolidated Financial Statements must be ratified by the GMS.
    Therefore, the Company proposes the above agenda item to be discussed at the Meeting.

2. Determination of the Use of the Company’s Net Profit for the Financial Year 2024.
    Pursuant to Article 11 paragraph 4 of the Company’s Articles of Association and Articles 70 and 71 of the Company
    Law, the allocation of the Company’s net profit shall be determined by the General Meeting of Shareholders
    (“GMS”). Accordingly, the Company proposes the above agenda item to be discussed at the Meeting.

3. Appointment of a Public Accounting Firm (PAF) to Audit the Company’s Financial Statements for the Financial Year
   2025.
    In accordance with Article 11 paragraph 4 of the Company’s Articles of Association in conjunction with Article 59
    of OJK Regulation No. 15/2020 and Article 3 of OJK Regulation No. 9 of 2023 concerning the Use of Public
    Accountants and Public Accounting Firms in Financial Services Activities, the Annual GMS shall appoint a public
    accountant to audit the Company’s current financial year. Therefore, the Company proposes the above agenda
    item to be discussed at the Meeting.

4. Determination of the Salaries/Honorariums, Facilities, and Allowances for Members of the Board of Directors and
   the Board of Commissioners of the Company for the Year 2025.
    Pursuant to Article 16 paragraph 15 and Article 19 paragraph 6 of the Company’s Articles of Association, as well
    as Articles 96 and 113 of the Company Law, the amount of salaries or honorariums and other allowances for
    members of the Board of Directors and the Board of Commissioners shall be determined by the General Meeting
    of Shareholders (“GMS”), whereby such authority of the GMS may be delegated to the Board of Commissioners.
    Accordingly, the Company submits the above agenda item to be discussed at the Meeting.

5. Changes in the Composition of the Company’s Management.
    Pursuant to Article 16 paragraph 2 in conjunction with Article 19 paragraphs 2 and 4 of the Company’s Articles of
    Association, and with due regard to Article 3 of OJK Regulation No. 33/POJK.04/2014 concerning the Board of
    Directors and Board of Commissioners of Issuers or Public Companies, members of the Board of Directors and
    the Board of Commissioners shall be appointed and dismissed by the General Meeting of Shareholders (“GMS”)
    and may be reappointed upon the expiration of their term of office, with a maximum tenure of five (5) years.

6. Approval of the Addition of the Company’s Business Activities, thereby amending Article 3 of the Company’s Articles
   of Association.
    Pursuant to the provisions of Article 22 of the Financial Services Authority Regulation (POJK) Number
    17/POJK.04/2020 concerning Material Transactions and Amendments to Business Activities, where a Public
    Company making changes to its Business Activities must first obtain approval from the General Meeting of
    Shareholders (GMS), and Article 14, paragraph 1 of the Company’s Articles of Association.

                                                                                                                    1
Page 2
Notes:

1. This notice serves as the invitation to the Meeting, so the Company will not send separate invitation letters to the
   shareholders.

2. Those entitled to attend and vote at the Meeting are the shareholders of the Company whose names are recorded
   in the Shareholder Register and/or the holders of the Company’s stock balance in the securities sub-account at the
   Central Securities Depository of PT Kustodian Sentral Efek Indonesia (KSEI) as of the stock trading close at the
   Indonesia Stock Exchange on May 8, 2025, at 16:15 WIB ("Entitled Shareholders").

3. The participation of Entitled Shareholders in the Meeting may be done through the following mechanisms:
   a. Attending the Meeting physically;
   b. Attending the Meeting electronically via the KSEI Electronic General Meeting System application
       ("eASY.KSEI");
   c. Attending via electronic proxy through eASY.KSEI ("e-proxy"); or
   d. Attending via proxy using a power of attorney form available on the Company’s website.

4.   The Company encourages Entitled Shareholders whose shares are deposited in the KSEI collective custody to
     grant a power of attorney to the proxy (or to the Company’s Share Registrar, PT Datindo Entrycom) through the
     eASY.KSEI facility at the link https://akses.ksei.co.id provided by KSEI as the electronic proxy mechanism for the
     Meeting, with the condition that the proxy is not a member of the Board of Directors, Board of Commissioners, or
     employees of the Company.
     a. Shareholders must first be registered in the KSEI Securities Ownership Reference Facility ("AKSes KSEI").
         If shareholders are not yet registered, they should register by visiting the website akses.ksei.co.id;
     b. For shareholders already registered as AKSes KSEI users, they may submit their electronic proxy through
         eASY.KSEI by logging into AKSes KSEI (akses.ksei.co.id);
     c. The period during which shareholders can declare their proxy and vote, change their proxy designation and/or
         vote for each agenda item, and revoke the proxy, is from the date of this notice until no later than 1 (one)
         business day before the Meeting, which is May 30, 2025, at 12:00 WIB; and
     d. Registration guidance, usage instructions, and further explanations regarding eASY.KSEI are also available
         on the Company’s website at (www.gihon-indonesia.com).

5. If a shareholder grants a power of attorney to another party outside the eASY.KSEI mechanism, the shareholder
   can download the power of attorney form available on the Company’s website (www.gihon-indonesia.com) under
   the Investor section, General Meeting of Shareholders sub-section, fill it out, and send it via email with the subject
   “Power of Attorney for GIHON AGMS” to dm@datindo.com. The original power of attorney must be submitted
   directly or by registered mail to the Company’s Share Registrar, PT Datindo Entrycom, at Jl. Hayam Wuruk No. 28,
   Jakarta 10120, Attention: Data Management Department, no later than 1 (one) business day before the Meeting,
   which is May 28, 2025.

6. If an Entitled Shareholder intends to attend the Meeting physically, please comply with the following procedures:
   a. The Entitled Shareholder (or their proxy) must bring and submit a copy of their identification; shareholders in
       the form of a legal entity must submit a copy of the Articles of Association and its amendments along with the
       latest management structure;
   b. Entitled Shareholders in KSEI collective custody must submit the Written Confirmation for the Meeting (KTUR),
       which can be obtained during business hours from the securities company or custodian bank where the
       shareholder has their securities account;
   c. The Company will notify shareholders of any changes or additional information regarding the procedures for the
       Meeting based on current conditions and developments.

7. The materials for the agenda items of the Meeting will be available from the date of this notice until the Meeting is
   held, via the Company’s website (www.gihon-indonesia.com).

8. To facilitate the organization and order of the Meeting, Entitled Shareholders or their valid proxies attending
   physically are kindly requested to arrive at the Meeting location no later than 15 (fifteen) minutes before the Meeting
   starts.



                                             Jakarta, May 9, 2025
                                  PT GIHON TELEKOMUNIKASI INDONESIA TBK

                                                  Board of Directors




                                                                                                                        2

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Names mentioned 5 people and organisations named in the text · linked when the evidence is strong

unresolved org Financial Services Authority p.1
unresolved org PT Kustodian Sentral Efek Indonesia p.2
unresolved org Indonesia Stock Exchange p.2
unresolved org PT Datindo Entrycom p.2 ×2

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