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20250425_EMDE_Pemanggilan RUPS_31878003_lamp2.pdf
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Page 1 OCR 0.925
EGAPOLITAN DEVELOPMENTS NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS PT. MEGAPOLITAN DEVELOPMENTS, Tbk Domiciled in South Jakarta The Board of Directors of PT. Megapolitan Developments, Tbk. (hereinafter referred to as the “Company”), domiciled in South Jakarta, hereby invites the Company's Shareholders to attend the Annual General Meeting of Shareholders (hereinafter referred to as the "Meeting”) which will be held on: Day/Date : Tuesday, May 20" 2025 Time 109.30 WIB - End Place : Function Room, Gedung The Bellagio Residence 1st Floor Jl. Mega Kuningan Barat IX Kav. E4.3, Kuningan Timur, Setiabudi South Jakarta Mechanism : Physical and electronic meetings using the KSEI Electronic General Meeting System (CASY.KSEI) First Agenda of the Meeting: 1. Approval of the Company's Annual Report for 2024. 2. Ratification of the Company's Annual Financial Statements for the financial year ending on December 31, 2024. 3. Provide full repayment and release (acguit et de charge) to members The Board of Commissioners and Directors of the Company for their supervisory and management actions carried out during the 2024 financial year to the extent that these actions are reflected in the approved Company Annual Report and the approved Annual Financial Report. Explanation: First Agenda is implemented as stipulated in Law Number 40 of 2007 concerning Limited Liability Companies as amended by Law Number 6 of 2023 concerning the Stipulation of Government Regulation in Lieu of Law Number 2 of 2022 concerning Job Creation into Law, and Article 10 numbers 4 and 5 of the Company's Articles of Association. Second Agenda of the Meeting: 'Approval of the Determination of the Company's Net Profit/Loss for the financial year ending December 31, 2024. Explanation: The second agenda is implemented as stipulated in Law Number 40 of 2007 and Article 10 number 4 letter c of the Company Articles of Association.
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Third Agenda of the Meeting: Appointment of a Public Accounting Firm and Public Accountant who will audit the Company's financial statements for the 2025 financial year or delegation of authority to the Board of Commissioners to determine criteria and appoint a Public Accounting Firm and Public Accountant who will audit the Company's financial statements for the 2025 financial year, to determine the amount of the honorarium and other reguirements for the Public Accounting Firm. Explanation: The third agenda is implemented in accordance with the provisions of Financial Services Authority Regulation Number 13/POJK.03/2017 concerning the Use of Public Accountant Services and Public Accounting Firms in Financial Services Activities, in Article 13 paragraph (1), paragraph (4) in conjunction with Article 16 paragraph (1), and Article 10 number 4 letter d of the Company's Articles of Association. Fourth Agenda of the Meeting: Grant authority to the Company's Board of Commissioners to determine remuneration for members of the Company's Board of Directors and Board of Commissioners for 2025. Explanation: The fourth agenda item is implemented in accordance with the provisions of UUPT Article 96 and Article 113 and Article 10 number 4 letter e of the Company's Articles of Association. Fifth Agenda of the Meeting: Approval of Changes and/or Reappointment of the Composition of the Members of the Company's Board of Commissioners and Board of Directors. Explanation: The fifth agenda item is implemented in accordance with the provisions of UUPT articles 92, article 94 and article 111, POJK Number 33/POJK.04/2014 conceming Directors and Board of Commissioners of Issuers or Public Companies, in Article 23 jo. Article 3 paragraph (1) regulates that the Directors and Board of Commissioners are appointed and dismissed by the GMS and article 10 number 4 letter e of the Company's Articles of Association. General Provisions : 1. This Meeting Invitation is an official invitation for Shareholders to attend the Meeting in accordance with the provisions of Article 52 paragraph (1) of the Financial Services Authority Regulation No. 15/POJK.04/2020 concerning the Planning and Implementation of General Meetings of Shareholders of Public Companies and Article 15 paragraph 4 of the Company's Articles of Association, the Company does not send a separate invitation letter to each Shareholder, this Invitation can also be viewed on tke Company's website www.megapolitan-group.com and the eASY.KSEI application.
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2. Shareholders who are entitled to attend or be represented at the Meeting are the Company's
Shareholders whose names are recorded in the Register of Shareholders on April 25, 2025 at 16.15 WIB,
while for Shareholders in the Collective Custody of PT Kustodian Sentral Efek Indonesia ("KSEI") in
accordance with the records of securities sub account balances at the close of trading of the Company's
shares on the Indonesia Stock Exchange on April 25, 2025.
3. Shareholders of the Company whose shares have not been included in the KSEI Collective Custody or in
Script form can provide written authorization using a power of attorney form which can be downloaded
through the Company's website www.megapolitan-group.com and submitted to BAE, PT Adimitra Jasa
Korpora at The Kirana Boutigue Office Building, Jalan Kirana Avenue III Block F3 No. 5 Kelapa Gading,
North Jakarta no later than May 19, 2025, 16.00 WIB by attaching a photocopy of KTP or for the
Shareholders in the form of legal entities accompanied by the authority to represent legal entities.
4. The implementation of the Company's Meeting electronically will use the eASY.KSEI application provided
by PT Kustodian Sentral Efek Indonesia ("KSEI") by taking into account the Financial Services Authority
Regulation No. 16/POJK.04/2020 concerning the Implementation of General Meetings of Shareholders of
Public Companies Electronically and Article 12 paragraph 16 of the Company's Articles of Association.
5. In connection with the holding of the Meeting through the eASY.KSEI application as referred to above, the
participation of Shareholders in the Meeting can be done through the following mechanisms:
a. attend the Meeting electronically or provide power of attorney electronically through the eASY.KSEI
application,
b. attend the Meeting physically, or
C. provide power of attorney using a written power of attorney form as referred to in point 10 letter b of
these General Provisions.
6. The Company urges Shareholders to attend electronically or to grant power of attorney electronically (e-
proxy) through the eASY.KSEI application as referred to in point 5 letter a of these General Provisions by
considering the following matters:
i. Shareholders of the Company who can use the eASY.KSEI application are shareholders whose shares
are stored in KSEI's collective custody:
ii. 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 via the
website (https://akses.ksei.co.id/):
To use the e@ASY.KSEI application, Shareholders can access the eASY.KSEI menu, the eASY.KSEI
Login submenu located in the AKSes KSEI facility (https://akses.ksei.co.id/).
Registration guide, usage, and further explanation regarding the eASY.KSEI application (e-proxy and e-
voting) can be seen on the website (https://akses.ksei.co.id/).
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7. Shareholders of the Company or their proxies who will attend electronically through the eASY.KSEI
application as referred to in point 5 letter a of these General Provisions, please pay attention to the
following matters:
a. Shareholders of the Company may declare their attendance electronically until May 19, 2025 at 12.00
WIB (“Attendance Declaration Deadline"), and cast their votes through eASY.KSEI from the date of
this Meeting Invitation until the Attendance Declaration Deadline,
b. For.
(i) Shareholders of the Company who have not made an electronic declaration of attendance until the
deadline as referred to in point 7 letter a of these General Provisions,
(ii) Shareholders of the Company who have made an electronic declaration of attendance but have not
cast their votes until the Attendance Declaration Deadline,
(ifi)individual Representatives and independent parties appointed by the Company (PT Adimitra Jasa
Korpora, as the Company's Securities Administration Bureau ("BAE") who have received power of
attorney from the Company's Shareholders, but the Shareholders concerned have not yet determined
their voting choices by the Attendance Declaration Deadline:
(iv) KSEl/Intermediary Participants (Custodian Banks or Securities Companies) who have received power
of attorney from the Company's Shareholders who have determined their voting choices in the
@ASY.KSEI application, must register through the eASY.KSEI application on the date of the Meeting
from 07.30 WIB to 09.00 WIB.
Cc. 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 attendance guorum.
8. The Company's Shareholders or their proxies that will physically attend the Meeting as referred to in item
5 letter b of these General Provisions are kindly reguested to provide the registration officer with the
original copy of the Written Confirmation to Attend the GMS (hereinafter referred to as the “KTUR") and
the original copy of their Resident ID Card (hereinafter referred to as the “KTP”) or any other identity card
before entering the Meeting room. The representatives of the Company's corporate Shareholders, in
addition to providing the original copy of the KTUR and the copy of their KTP or any other identity card,
must also provide a copy of the latest articles of association and the deed containing the latest
composition of the management of the company they represent
9. In the event that there are Shareholders or their proxies who have stated or registered their attendance
electronically, but then the Shareholders or their proxies are physically present at the Meeting, the
Company will cancel the electronic attendance of the Shareholders or their proxies concerned in the
eASY.KSEI application. "
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NA 10. The Company's Shareholders may be represented by their proxies: a. by providing electronic power of attorney (e-proxy) through the eASY.KSEI application as referred to in point 5 letter a of these General Provisions, with the provision that Shareholders are reguired to submit their power of attorney and/or vote, make changes to the appointment of the proxy and/or vote choice for the agenda of the Meeting, or revoke the power of attorney, electronically through the @ASY.KSEI application from the date of this Meeting Notice until the Deadline for the Declaration of Attendance, b. by using the written power of attorney form available on the Company's website (www.megapolitan- group.com), with the following provisions: i. The Company's Shareholders are not entitled to grant power of attorney to more than one proxy for a portion of the number of shares they own with different votes: i. In the event that the power of attorney as referred to in point 10 letter b of these General Provisions is signed outside the territory of the Republic of Indonesia, the power of attorney must be legalized by a local public notary and the official representative office of the Republic of Indonesia government in the local country or an Apostille must be made in accordance with applicable provisions: iii .The power of attorney form can be downloaded from the Company's website and when completely filled in must be submitted to BAE whose office address is Kirana Boutigue Office, Jl. Kirana Avenue IN Blok F3 No. 5, Kelapa Gading, North Jakarta 14250, Indonesia, Telp .: (#6221) 29745222, Fax .: (46221) 29289961, e-Mail: opr@adimitra-jk.co.id, website: www.adimitrajk.co.id: on every working day from the date of this Meeting Notice until no later than Monday, May 19, 2025 until 16:00 WIB. c. If members of the Board of Directors, Board of Commissioners, and employees of the Company act as proxies at the Meeting, the votes cast will not be counted in the voting. 11. The Company's Shareholders or their proxies can watch the ongoing Meeting via Zoom webinar by accessing the eASY.KSEI menu, the GMS Broadcast submenu located in the AKSes KSEI facility (https://akses.ksei.co.id/) or the GMS Broadcast menu on AKSes KSEI mobile, with the following provisions: a. The Company's Shareholders or their proxies have declared their attendance via the eASY.KSEI application no later than May 19, 2025 at 12.00 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 serve basis. For the Company's Shareholders or their proxies who do not get the opportunity to watch the Meeting via the GMS Broadcast, they are still considered to be legally present electronically and their share ownership and voting choices are taken into account in the Meeting, as long as they have been registered in the eASY.KSEI application, c. Shareholders of the Company or their proxies who only watch the implementation kj the Meeting through the GMS Broadcast but are not registered to attend electronically on the eASY. KSEI application, then the presence of the Shareholder or their proxies is considered invalid and will not be included in the calculation of the attendance guorum for the Meeting. ki
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12. To get the best experience in using the eASY.KSEI application and/or the GMS Broadcast, Shareholders or their proxies are advised to use the Mozilla Firefox browser. 13. If after the date of this Meeting Notice there are technical operational changes to the eASY.KSEI application or there are changes to KSEI's regulations, guidelines, and/or explanations related to the implementation of the Meeting electronically through the eASY.KSEI application, then these changes will apply to the implementation of the Meeting, and all provisions in these General Provisions related to the implementation of the Meeting electronically through the eASY.KSEI application are deemed to be adjusted to these changes. 14, All materials of the Meeting such as explanations of each agenda of the Meeting, Power of Attorney, and Meeting Rules of Procedure, etc. can be accessed/obtained from the Company's website (www.megapolitan-group.com). 15. The Company's Shareholders are expected to first read the Meeting Rules of Procedure, including the electronic Meeting implementation guide for those who will attend electronically which is available on the eASY.KSEI system website. Jakarta, April 28", 202 Board of Directors Tg
Names mentioned 5 people and organisations named in the text · linked when the evidence is strong
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Financial Services Authority
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PT Kustodian Sentral Efek Indonesia
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Indonesia Stock Exchange
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PT Adimitra Jasa Korpora
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