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20250429_IRRA_Pemanggilan RUPS_31878990_lamp2.pdf
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INVITATION TO
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT ITAMA RANORAYA Tbk (“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 of 2024 (the “Meeting”) which
will be held on:
Day/Date : Wednesday, May 21st, 2025
Waktu : 10:00 AM Western Indonesian Time - finish
Place : ITS Tower 21st Floor, Nifarro Park, Jl KH Guru Amin No. 18,
Pasar Minggu, South Jakarta
Agenda of the AGMS:
1. Approval of the Annual Report including the Company's Financial Statements and the Board
of Commissioners’ Report on its Supervisory Duties for the financial year ending December
31, 2024 and granting release and discharge of liability (acquit et decharge) to all members
of the Board of Directors for their management actions and to all members of the Board of
Commissioners of the Company for their supervisory actions during the financial year ending
December 31, 2024.
Explanation:
According to Article 19, paragraph 2 section a of the Company's Articles of Association in
conjunction with Article 69 of Law Number 40 of 2007 concerning Limited Liability
Companies ("the Company Law"), the Company's Financial Statements and the Board of
Commissioners' Supervisory Duties Report need approval from the General Meeting of
Shareholders (GMS). In this agenda, the Company's Board of Directors suggests to: (a)
approve the Company's Annual Report for the financial year ending December 31, 2024,
including the Company's Financial Statements for the financial year ending December 31,
2024 and the Supervisory Duties Report of the Company's Board of Commissioners for the
fiscal year ending December 31, 2024; and (b) grant release and discharge to all members of
the Board of Directors for their management actions and to the members of the Company's
Board of Commissioners for their supervisory actions taken during the financial year ending
December 31, 2024, as long as such actions are recorded in the Company's Annual Report
and Financial Statements for the financial year ending December 31, 2024, along with their
supporting documents.
2. Approval of the appropriation of the Company's Net Profit for the financial year ending
December 31, 2024.
Explanation:
In accordance with the provisions of Article 25 paragraph 1 of the Company's Articles of
Association in conjunction with Article 71 of the Company Law, the utilization of the
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Company's Net Profit is determined in the GMS. In this agenda item, the Board of Directors
plans to propose the utilization of the Company's Net Profit for the Financial Year 2024.
3. Determination of the remuneration package for the financial year 2025 for the members of
the Board of Commissioners and Board of Directors of the Company.
Explanation:
Pursuant to Article 11 paragraph 6 and Article 14 paragraph 6 of the Company's Articles of
Association in conjunction with Article 96 and Article 113 of the Company Law, the amount
of salary and benefits for members of the Board of Directors and salary or honoraria and
benefits for and Board of Commissioners is determined by the GMS.
4. Appointment of Registered Public Accounting Firm and/or Registered Public Accountant to
audit the Company's Financial Statements for financial year ending December 31, 2025
Explanation:
In accordance with Article 19 paragraph 2 letter c of the Company's Articles of Association in
conjunction with Article 59 of the Financial Services Authority Regulation Number
15/POJK.04/2020 of 2020 regarding the Plan and Conduct of General Meetings of
Shareholders of Public Companies ("POJK 15/2020") and Article 3 of the Financial Services
Authority Regulation Number 9 of 2023 concerning The Use of Public Accountant and Public
Accounting Firm Services in Financial Services Activities, the appointment and dismissal of
public accountants and/or public accounting firms to audit the annual historical financial
information must be decided in GMS with due consideration to the proposal from the Board
of Commissioners. In this agenda item, the appointment of a Public Accounting Firm
registered with the Financial Services Authority will be proposed to audit the Company's
Financial Statements for the current year, including internal control audits on financial
reporting as required by applicable regulations.
5. Change of the composition of the Company’s Board of Directors and/or the Board of
Commissioners.
Explanation:
In accordance with Article 11 and Article 14 of the Company's Articles of Association in
conjunction with Article 94 and Article 111 of the Company Law and Financial Services
Authority Regulation Number 33/POJK.04/2014 regarding the Board of Directors and Board
of Commissioners of Issuers or Public Companies, members of the Board of Directors and
the Board of Commissioners of the Company are appointed and dismissed by the GMS
General provisions:
1. This meeting invitation is an official invitation in accordance with the provisions of Article 52
paragraph 1 of POJK 15/2020 juncto Article 21 paragraph 11 a (i) of the Company's Articles
of Association, hence, separate invitations to the Company's Shareholders are no longer
required.
2. Shareholders of the Company who are entitled to attend or be represented in the GMS are
the Shareholders whose names are recorded in the Shareholder Register on Monday, April
28th, 2025, at 16:00 PM WIB.
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3. The Meeting will be conducted electronically using the eASY.KSEI application provided by PT
Kustodian Sentral Efek Indonesia ("KSEI"), in accordance with the Financial Services Authority
Regulation No. 16/POJK.04/2020 regarding the Implementation of Electronic General
Meetings of Shareholders of Public Companies ("POJK 16/2020") juncto Article 24 of the
Company's Articles of Association.
4. In relation to the organization of the Meeting through the eASY.KSEI application as
mentioned above, Shareholders' participation in the Meeting can be carried out through the
following mechanisms:
a. Participating electronically in the Meeting or granting electronic proxy through the
eASY.KSEI application;
b. Physically attending the Meeting; or
c. Granting proxy using the written proxy form as referred to in number 10 letter (b) of
these General Provisions.
5. Shareholders who participate electronically or provide electronic proxies (e-Proxy) through
the eASY.KSEI application as referred to in number 4 letter a of these General Provisions
must observe the following:
a. Shareholders of the Company eligible to use the eASY.KSEI application are shareholders
whose shares are held in collective custody by KSEI;
b. Shareholders of the Company must first be registered in the KSEI Securities Ownership
Reference Facility ("AKSes KSEI"). For Shareholders who are not yet registered, please
first register through the website (https://akses.ksei.co.id/);
c. To use the eASY.KSEI application, Shareholders can access the eASY.KSEI menu,
submenu Login eASY.KSEI located in the AKSes KSEI facility (https://akses.ksei.co.id/).
6. Shareholders of the Company or their proxies who will attend electronically through the
eASY.KSEI application as referred to in number 4 letter a of these General Provisions, please
pay attention to the following:
a. Shareholders of the Company can declare their attendance electronically until May 20th,
2025, at 12:00 PM WIB ("Attendance Declaration Deadline"), and cast their votes
through eASY.KSEI from the date of this invitation until the Attendance Declaration
Deadline.
b. For:
i. Shareholders of the Company who have not declared their attendance
electronically by the deadline as referred to in number 6 letter a of these General
Provisions;
ii. Shareholders of the Company who have declared their attendance electronically
but have not cast their votes until the Attendance Declaration Deadline;
iii. Representatives of Shareholders and independent parties appointed by the
Company (PT Adimitra Jasa Korpora as the Company's Securities Administration
Bureau ("BAE")) who have received proxies from Shareholders, but the relevant
Shareholders have not determined their voting preferences until the Attendance
Declaration Deadline;
iv. Participants of KSEI/Intermediaries (Custodian Banks or Securities Companies) who
have received proxies from Shareholders of the Company who have determined
their voting preferences in the eASY.KSEI application;
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are required to register through the eASY.KSEI application on the Meeting date from
08:45 AM WIB to 09:45 AM WIB.
c. Delay or failure in the electronic registration process for any reason will result in
Shareholders or their proxies being unable to attend the Meeting electronically and
their share ownership will not be counted in the quorum of attendance.
7. For Shareholders of the Company in the form of certificates/scripts, you can provide proxies
using the available written proxy form format provided on the Company's website
(https://www.itama.co.id).
8. For Shareholders of the Company or their proxies who intend to attend the Meeting
physically as referred to in number 4 letter b of these General Provisions, the Shareholders
of the Company or their proxies must submit to the registration officer the original Written
Confirmation for the Meeting (hereinafter referred to as "KTUR") and the original Identity
Card (hereinafter referred to as "KTP") or other identification before entering the Meeting
room. For proxies of Shareholders of the Company in the form of legal entities, in addition
to submitting the original KTUR and a photocopy of the KTP or other identification, they must
also submit a photocopy of the latest Articles of Association and the latest appointment deed
of the Board of Directors of the legal entity they represent.
9. In the event that a Shareholder or their proxy has declared or registered their attendance
electronically, but subsequently attends the Meeting physically, the Company will cancel the
Shareholder's or proxy's electronic attendance as registered in the eASY.KSEI application.
10. Shareholders of the Company may be represented by their proxies in the following ways:
a. By providing electronic proxy (e-Proxy) through the eASY.KSEI application as referred to
in number 4 letter a of these General Provisions, with the condition that Shareholders
must submit proxies and/or its votes, make changes to the appointment of proxy
recipients and/or voting choices for Meeting agenda items, or revoke proxies
electronically through the eASY.KSEI application from the date of this invitation until
the Attendance Declaration Deadline;
b. By using the available written proxy form format provided on the Company's website
(https://www.itama.co.id), with the following conditions:
i. Shareholders of the Company are not allowed to grant proxies to more than one
proxy for a portion of their shareholding with different votes;
ii. In case the proxy form referred to in number 10 letter b of these General Provisions
is signed outside the territory of the Republic of Indonesia, the proxy form must be
apostilled by authorized institution;
iii. The proxy form format can be downloaded from the Company's website and when
completed, it must be submitted to the Company's Securities Administration
Bureau (BAE) at the following address:
Kirana Boutique Office
Jl. Kirana Avenue II Blok F3 No 5
Kelapa Gading, Jakarta Utara 14250
Telepon: 021-29745222
Fax : 021-29289961
on any business day from the date of the Meeting invitation until the latest by
Friday, May 16th, 2025, at 16:00 PM WIB.
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c. If members of the Board of Directors, Board of Commissioners, and employees of the
Company act as proxies in the Meeting, the votes they cast will not be counted in the
voting process.
11. The materials related to the Meeting are available and accessible through the Company's
website (https://www.itama.co.id) from the date of this Meeting invitation until the day of
the Meeting.
12. Shareholders of the Company or their proxies can observe the ongoing Meeting via Zoom
webinar by accessing the eASY.KSEI menu, "GMS Broadcast" submenu, available in the
AKSes KSEI facility (https://akses.ksei.co.id/) or through the "GMS Broadcast" menu on the
mobile AKSes KSEI application, with the following conditions:
a. Shareholders of the Company or their proxies must be registered in the eASY.KSEI
application no later than May 20th, 2025, at 12:00 PM WIB.
b. 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-served basis. Shareholders of
the Company or their proxies who do not have the opportunity to observe the Meeting
via GMS Impressions will still be considered validly present electronically, and their
share ownership and voting preferences will be counted in the Meeting, as long as they
have registered in the eASY.KSEI application.
c. Shareholders of the Company or their proxies who only observe the Meeting via GMS
broadcast but are not registered as present electronically in the eASY.KSEI application
will be considered invalidly present and will not be included in the calculation of the
Meeting's quorum.
13. To have the best experience using the eASY.KSEI application and/or GMS broadcast,
shareholders or their proxies are advised to use the Mozilla Firefox web browser.
14. If there are any technical operational changes to the eASY.KSEI application or changes to
regulations, guidelines, and/or explanations from KSEI related to the conduct of electronic
Meetings through the eASY.KSEI application after the date of this invitation, then such
changes will apply to the conduct of the Meeting, and all provisions in these General
Provisions related to the conduct of electronic Meetings through the eASY.KSEI application
are considered adjusted accordingly to those changes.
Notes:
Shareholders or their proxies can attend the Meeting electronically or physically. Shareholders or
their proxies who physically attend the Meeting are required to adhere to the protocols at the
Meeting venue established by the Company, including the following:
1) Shareholders of the Company or their proxies are respectfully requested to be at the Meeting
venue by 08:45 AM WIB so that the Meeting can start on time. Registration will be closed at
09:45 AM WIB. Shareholders or proxies of Shareholders who arrive after registration is closed
will be considered absent, therefore unable to propose motions and/or questions, and will not
be able to vote in the Meeting.
2) If there are any changes and/or additions to the information regarding the Meeting procedures,
it will be announced on the Company's website (https://www.itama.co.id).
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3) In case of an emergency situation that prevents the Company from holding the Meeting
physically, the Company will conduct the Meeting electronically without Shareholder
attendance, with prior notification provided to the Shareholders of the Company.
Jakarta, April 28 2025
PT Itama Ranoraya Tbk
Board of Directors
Names mentioned 5 people and organisations named in the text · linked when the evidence is strong
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KH Guru Amin
p.1
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Financial Services Authority
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PT Kustodian Sentral Efek Indonesia
p.3
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PT Adimitra Jasa Korpora
p.3
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