20250430_FWCT_Pemanggilan RUPS_31879885_lamp3.pdf

INVITATION
ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS BY ELECTRONIC MEANS

The Board of Directors of PT Wijaya Cahaya Timber Tbk, having domicile and headquartered in
West Jakarta (the “Company”), hereby invites the Shareholders of the Company to attend the
Annual General Meeting of Shareholders and Extraordinary General Meeting of Shareholders (the
“Meeting”), which will be held by electronic means on:


                                Day/      Thursday/
                                Date      22 May 2025


                                Time      at 14 pm – Onwards
                                          Western Indonesian Time


                                Video     AKSes.KSEI
                         Conferencing     Zoom webinar format

                                          Puri Indah Financial Tower
                                          Jl. Puri Lingkar Dalam Blok T8, RT.001/RW.002
                               Venue
                                          Kembangan Selatan, Kembangan
                                          Jakarta Barat - 11610
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MEETING’S AGENDA AND EXPLANATION
ANNUAL GENERAL MEETING OF SHAREHOLDERS

The Company’s Board of Directors proposes the following agenda for discussion and/or approval
from the Shareholders of the Company

         Approval of the Annual Report of the Company including the Board of Commissioners’Supervisory Statement of
         the Company for the Financial Year Ended on 31 December 2024.
         Pursuant to Article 66, Article 67, Article 68, and Article 69 of the Company Law No. 40 of 2007 (the “Company Law”),
   1     and Article 19 of the Company’s Articles of Association (the “Company’s AOA”), the Company will explain the main
         points of the Annual Report and Financial Statements of the Company for the 2023 Financial Year, which including
         the submission Supervisory Duties Report of the Company’s Board of Commissioners (“BOC”).
         Allocation of the Company’s Net Profit for the Financial Year Ended on 31 December 2024.
   2     Pursuant to Article 71 of the Company Law and Article 19 Paragraph 2 Letter b and Article 25 of the Company’s AOA,
         the Company's net profits for the financial year ended December 31, 2024, shall be determined for its use by the
         Meeting.




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MEETING’S AGENDA AND EXPLANATION
ANNUAL GENERAL MEETING OF SHAREHOLDERS
The Company’s Board of Directors proposes the following agenda for discussion and/or approval
from the Shareholders of the Company
         Appointment of Public Accounting Firm and/or Public Accountant to Perform Audit on the Company for the
         Financial Year Ended on 31 December 2025 including any other audited Financial Statements as required by the
         Company.
    3
         Pursuant to Article 68 of the Company Law, Article 16 of the Financial Services Authority Regulation (“OJK”)
         Regulation) No. 09 of 2023 regarding The Services Usage of Public Accountant and Public Accountant Firm in the
         Financial Services Activities, Article 19 paragraph 2 letter c of the Company’s AOA, as well as the Recommendation
         from Audit Committee of the Company, whereas the appointment of a Public Accountaing Firm and/or Public
         Accountant to audit the Annual Financial Statements of the Company should be approved by the Meeting.

         Determination of Remuneration for the Board of Directors and/or Board of Commissioners of the Company for the
         Year of 2025.
    4
         Pursuant to Article 11 paragraph 8 and Article 14 paragraph 6 the Company’s AOA, whereas members of the Board of
         Directors and/or members of the Board of Commissioners are given a salary, facilities and other benefits, which the
         type and its amount is determined by the GMS with due observance of the prevailing laws and regulations.


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MEETING’S AGENDA AND EXPLANATION
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

The Company’s Board of Directors proposes the following agenda for discussion and/or approval
from the Independent Shareholders of the Company

         Approval of the plan for Capital Increase Without the Issuance of Preemptive Rights ("PMTHMETD").
   1     In accordance with the provisions of Article 8A of POJK No. 32/2015 as amended by POJK No. 14/2019, which
         regulates capital increases without granting preemptive rights, known as Capital Increase Without Preemptive Rights
         ("PMTHMETD"), PMTHMETD can only be carried out after obtaining approval from Independent Shareholders who are
         not affiliated. This agenda is proposed in connection with the Company's plan to issue up to 187,500,000 shares, or
         up to 10% of the total fully paid-up shares in the Company.




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MEETING ARRANGEMENTS
      ATTENDANCE QUORUM AND MEETING RESOLUTION

 1. The Meeting is valid and entitled to take the lawful and binding resolutions if attended by the Shareholders or their authorized proxies
    representing more than 1/2 (one-half) of the total shares issued by the Company with valid voting rights.

 2. The Meeting’s resolutions are made based on deliberation for consensus. In terms of the deliberation for consensus fails to be reached,
    the resolutions shall be valid if it is approved by more than 1/2 (one-half) of the total shares with valid voting rights present or be
    represented at the Meeting.

 3. Quorum for Attendance and Decision-making for the Extraordinary General Meeting of Shareholders (EGMS)
    The meeting can only be held for agendas requiring special approval from Independent Shareholders if it is attended by Independent
    Shareholders or their valid proxies representing more than 1/2 (one-half) of the total number of Independent shares issued by the
    Company with valid voting rights and not affiliated. The decision in the Extraordinary General Meeting of Shareholders (RUPS Luar Biasa)
    is considered valid if it is approved by more than 1/2 (one-half) of the total number of shares with valid voting rights that fulfill the criteria
    of independence and non-affiliation.




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MEETING ARRANGEMENTS
      GENERAL PROVISIONS

1.   This Meeting Invitation is the official invitation to the Company’s Shareholders, the Company will not send a separate meeting invitation to each
     Shareholders.
2.   Shareholders who are entitled to attend or be represented in the Meeting are Shareholders whose names are registered in the Shareholders
     Register of the Company on 10 April 2025 at 4:30 p.m. Western Indonesia Time, whereas for Shareholders whose shares are in collective custody of
     Indonesian Central Securities Depository ("KSEI"), shall be based on the record of share account balance at the closing of Indonesia Stock
     Exchange trading session on 10 April 2025 (“Recording Date”).
3.   In connection with the issuance of KSEI's letter No. KSEI-4012/DIR/0521 dated 31 May 2021 regarding the Implementation of the e-Proxy Module
     and e-Voting Module on the Application of eASY.KSEI along with the General Meeting of Shareholders, KSEI has now provided e-GMS Platform to
     convene an electronic GMS. Therefore, the Company decides to hold the GMS electronically whereby Shareholders of the Company can attend the
     Meeting electronically through the Electronic General Meeting System application accessible through the following                                  link
     https://easy.ksei.co.id/egken (eASY.KSEI) provided by KSEI.
4.   Shareholders who are unable to attend or choose to not attend the Meeting on electronically may be represented by their proxies, with the following
     terms:
     a. Granting their authority via electronic means (e-Proxy) to Independent Parties appointed by the Company to represent and vote at the Meeting
          through eASY.KSEI. The Independent Party are staffs from the Securities Administration Bureau (the "Registrar") specially appointed by the
          Company for the Meeting, namely PT Adimitra Jasa Korpora. If the power of attorney is granted by e-Proxy, legalization as stipulated in letter (b)
          as mention below is not required. Parties who can be a recipient of e-Proxy must be legally competent and not a member of the Board of
          Commissioners, Directors and employees of the Company, and follow other provisions as stipulated in POJK No. 15/2020; or


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MEETING ARRANGEMENTS
 GENERAL PROVISIONS
b.   Granting authorization by filling out a Proxy Form which can be downloaded on the Company's website, with the conditions of:
     1) Granting power of attorney to an Independent Party appointed by the Company as mentioned above is highly recommended and can also
         be done through conventional way using the Proxy Form, in addition to electronically via eASY.KSEI as described in point (a) above;
     2) Any member of the BOC, BOD, and any employee of the Company may act as a proxy for the Shareholders in the Meeting, but any vote
         they cast as proxy in the Meeting will not be counted in the voting (including if such person act as the Shareholders);
     3) The Shareholders are not allowed to split their authority of some shares to more than one proxy with different vote;
     4) Proxy Form from the Shareholders executed overseas must be legalized by the local public notary and the official representative
         Embassy/Consulate Office of the Government of the Republic of Indonesia;
     5) The completed Proxy Form as well as the copy of valid ID or proof of valid personal identity document of the authorizer/grantor must be
         submitted to the Company, No later than 1 (one) business day prior to the Meeting, namely on Wednesday, 21 May 2025, by no later than
         4:00 PM Western Indonesia Time (WIB), through the Registrar : PT Adimitra Jasa Korpora, with registered address: Jalan Kirana Avenue III
         Blok F3 Nomor 5, Kelapa Gading, North Jakarta, Daerah Khusus Ibukota Jakarta, Indonesia. Phone (021) 29745222, Faks. (021) 29289961,
         E-mail: opr@adimitra-jk.co.id, Website: www.adimitrajk.co.id.




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MEETING ARRANGEMENTS
 GENERAL PRIVISIONS

            6) Proxy of Shareholders who are legal entities (Legal Entity Shareholders) are obliged to submit:
                 a) Copy of the applicable Articles of Association;
                 b) Documents referring to appointment of Directors/legal representative;
                 to the Company through the Registrar as per above mentioned address, no later than Wednesday, 21 May 2025, at the latest by 4:00
                 PM Western Indonesia Time (WIB).
5.   In connection with the postponement of the Meeting, any Powers of Attorney granted by Shareholders up to 02 May 2025 shall remain valid and
     effective. This is in accordance with the provision stated in the Power of Attorney, which reads: “The Power of Attorney is a continuing proxy for
     the agenda of the Meeting and shall therefore remain valid and effective, including for any rescheduling or postponement of the Meeting, unless
     revoked by the Shareholder by way of written notice to the Company.”
6.   All materials for the Meeting, including description/explanation of each Meeting’s agenda, Proxy Form, and Meeting’s Rules of Conduct, etc, can
     be accessed/obtained by scanning the QR Code below or through website of KSEI/eASY.KSEI application and the Company's website
     (www.wijayacahayatimber.com).
7.   Shareholders of the Company are expected to carefully read the Meeting’s Rule of Conduct, including for those who will attend the Meeting
     electronically,        the       electronic       Meeting        guideline       available      at      eASY.KSEI      application’s      website
     (https://easy.ksei.co.id/egken/Education_global.jsp).
8.   Any changes and/or additional information related to the implementation procedures of the Meeting which has not incorporated under this
     Invitation will be further updated on website of KSEI/eASY.KSEI application and the Company's website.




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MEETING ARRANGEMENTS
   BAHAN RAPAT

Completed and up-to-date information regarding the Agenda of the Meeting, including other information related to the Meeting, is available on the
following website of the Company: www.wijayacahayatimber.com or by scanning the following QR Code:




                                                           Due to the Electronic AGMS
                                 The Company will not be providing printed materials for the Agenda of the Meeting



                                                          Jakarta, April 30, 2025
                                                  BOARD OF DIRECTORS OF THE COMPANY




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THANK YOU