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20250415_KSIX_Pemanggilan RUPS_31875532_lamp2.pdf
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INVITATION TO
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT KENTANIX SUPRA INTERNATIONAL Tbk (“COMPANY”)
The Board of Directors of the Company hereby invites the Shareholders of the Company to
attend the Annual General Meeting of Shareholders (the “Meeting”) which will be held on:
Day/Date : Wednesday,7 Mei 2025
Time : 14.00 Western Indonesian Time - finish
Place : Ruang Meeting G - lantai 1,
PT Kentanix Supra International Tbk,
Plaza Property,
Komplek Pertokoan Pulomas Blok VIII No.1,
Jl. Perintis Kemerdekaan, Pulo Gadung,
Jakarta Timur - 13260
Agenda of the Meeting:
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
ended December 31st, 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 ended December 31st, 2024.
Explanation:
According to Article 19, paragraph 2, section a of the Company's Articles of
Association juncto 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' Report on its Supervisory Duties 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 ended December 31st, 2024; (b) ratify the Supervisory Duties Report of the
Company's Board of Commissioners for the fiscal year ending December 31st, 2024;
(c) ratify the Company's Financial Statements for the financial year ended December
31st, 2024; (d) 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 ended
December 31st, 2024, as long as these actions are recorded in the Company's
Annual Report and Financial Statements for the financial year ended December 31st,
2024, along with their supporting documents.
2. Approval of the Company's Net Profit for the financial year ended December 31st,
2024.
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Explanation:
In accordance with the provisions of Article 25 paragraph 1 of the Company's Articles
of Association juncto Article 71 of the Company Law, the utilization of the Company's
Net Profit is determined in the General Meeting of Shareholders (GMS). In this
agenda item, the Board of Directors plans to propose the utilization of the Company's
Net Profit for the 2024 Financial Year.
3. Determination of salaries or honorarium and allowances for the 2025 financial year
for the members of the Company’s Board of Directors and Board of Commissioners.
Explanation:
Pursuant to Article 11 paragraph 6 juncto Article 14 paragraph 6 of the Company's
Articles of Association, the amount of remuneration for members of the Board of
Directors and Board of Commissioners is determined by the GMS.
4. Appointment of Registered Public Accounting Firm (including Registered Public
Accountant that is a member of a Registered Public Accounting Firm) to
audit/examine the Company's books for financial year ended December 31st, 2025.
Explanation:
In accordance with Article 19 paragraph 2 letter c of the Company's Articles of
Association juncto Article 59 of the Financial Services Authority Regulation Number
15/POJK.04/2020 regarding the Plan and Conduct of General Meetings of
Shareholders of Public Companies ("POJK 15/2020"), the appointment and dismissal
of public accountants and/or public accounting firms to audit the annual historical
financial information must be decided in GMS considering 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. Report and Accountability for the Realization of Use of Public Offering Proceeds.
Explanation:
In accordance with Article 6 paragraph 1 and paragraph 2 of the Financial Services
Authority Regulation number 30/POJK.04/2015 concerning Report on the Realization
of Use of Proceeds (“POJK 30/2015”). In this agenda item, the Company’s Board of
Directors provides an accountability report on the realization of the uses of funds
from the Initial Public Offering of shares which have been use in part by Company.
6. Changes of the composition of the Board of Directors and Board of Commissioners of
the Company.
Explanation:
In accordance with Article 11 and Article 14 of the Company's Articles of Association
juncto Article 111 paragraph 1 Company Law, the board of Directors and the Board
of Commissioners are appointed and dismissed by the Meeting. In this matter, the
Company proposes to seek approval for : (a) the resignation of some members of the
Board of Directors and/or Board of Commissioners of the Company (b)
reappointment of some members of the Company’s Board of Directors and/or the
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Board of Commissioners (c) appointment of members of the Company’s Board of
Directors and/or the Board of Commissioners.
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 10 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 14th, 2025 , at 16:00 PM.
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 6th, 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;
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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;
are required to register through the eASY.KSEI application on the Meeting date
from 07.00 PM WIB to 13.45 PM 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, you can provide proxies using the available
written proxy form format provided on the Company's website (www.kentanix.com).
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 (www.kentanix.com).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;
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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:
PT Adimitra Jasa Korpora
Kirana Boutique Office,
Jl. Kirana Avenue III Blok F3 No. 5
Kelapa Gading - Jakarta Utara
on any business day from the date of the Meeting invitation until the latest by
May 6th 2025 at 16:00 PM WIB.
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 (www.kentanix.com).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 6th, 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.
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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 13.30 WIB so that the Meeting can start on time. Registration will be
closed at 13.30 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) The Company does not provide souvenir and only provide snack box.
3) If there are any changes and/or additions to the information regarding the Meeting
procedures, it will be announced on the Company's website (www.kentanix.com);
4) 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 15th 2025
PT KENTANIX SUPRA INTERNATIONAL Tbk
Board of Directors
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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PT ADIMITRA JASA KORPORA
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PT Adimitra Jasa Korpora Kirana Boutique Office
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