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20250410_ACST_Pemanggilan RUPS_31874636_lamp2.pdf
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INVITATION OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS 2025 AND
EXTRAORDINARY MEETING OF SHAREHOLDERS
PT ACSET INDONUSA Tbk
The Board of Directors of PT Acset Indonusa Tbk (the “Company”), cordially invites the shareholders of the
Company ("Shareholders") to attend the ANNUAL GENERAL MEETING OF SHAREHOLDERS (“AGMS”)
2025 and the EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS (“EGMS”) (the AGMS
and the EGMS collectively referred to as "Meeting") which will be held on:
Day / Date : Friday / 2 May 2025
Time : 02.00 PM Western Indonesia Time (“WIT”) - finish
Location : Grand Ballroom PT United Tractors Tbk
Jalan Raya Bekasi KM 22, Cakung, Jakarta Timur, 13910
Agenda of the AGMS:
1. Approval of the Annual Report 2024, including the Ratification of the Board of Commissioners’ Supervisory
Report as well as the Ratification of the Company’s Consolidated Financial Statements for the Financial Year
2024;
2. Determination of the Utilization of the Company’s Net Profits for the Financial Year 2024;
3. Appointment of the Board of Directors and the Board of Commissioners of the Company for the 2025–2027
Terms of Office;
4. Determination of Remuneration and Allowances of the Board of Directors of the Company and Remuneration
or Honorarium and Allowances of the Board of Commissioners of the Company for the period of 2025-2026;
and
5. Appointment of a Public Accountant Firm to Conduct the Audit of the Company’s Financial Statements for
the Financial Year 2025.
Explanations of Each Agenda of the AGMS:
First agenda until fifth agenda are regular agenda held in every AGMS of the Company.
Agenda 1: Approval of the Annual Report 2024, including the Ratification of the Board of Commissioners’
Supervisory Report as well as the Ratification of the Company’s Consolidated Financial
Statements for the Financial Year 2024.
Pursuant to paragraph (1) of Article 69 of Law Number 40 of 2007 concerning Limited Liability
Company ("UUPT") and paragraph 2 letters (a) and (b) of Article 19 of the Articles of Association
of the Company, the Annual Report shall require an approval of the General Meeting of
Shareholders (“GMS”), which includes the Board of Commissioners Supervisory Report as well
as Financial Statements that require GMS ratification.
Agenda 2: Determination of the Utilization of the Company’s Net Profits for the Financial Year 2024
Pursuant to paragraph (1) of Article 71 of UUPT and paragraph (2) letter c of Article 19 of Articles
of Association of the Company, determination of the utilization of the net profits shall be resolved
in the GMS.
Agenda 3: Appointment of the Board of Directors and the Board of Commissioners of the Company for the
2025–2027 Terms of Office.
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Pursuant to paragraph (5) of Article 94 in conjunction with paragraph (5) of Article 111 UUPT
dan paragraph (6) of Article 11, paragraph (5) of Article 14 and paragraph (2) letter (e) of Article
19 of the Article of Associations, the appointment, replacement or dismissal of members of the
Board of Directors and Board of Commissioners requires GMS approval.
Agenda 4: Determination of Remuneration and Allowances of the Board of Directors of the Company and
Remuneration or Honorarium and Allowances of the Board of Commissioners of the Company for
the period of 2025-2026.
Pursuant to paragraph (1) of Article 96 in conjunction with Article 113 of UUPT and paragraph
(8) of Article 11 in conjunction with paragraph (7) of Article 14 of the Articles of Association of
the Company, (i) the amount of remuneration and allowances of the Board of Directors of the
Company shall be determined by the resolution of the GMS and such authority can be bestowed
upon the Board of Commissioners and (ii) the remuneration or honorarium and allowances of the
Board of Commissioners shall be determined by the GMS.
Agenda 5: Appointment of a Public Accountant Firm to Conduct the Audit of the Company’s Financial
Statements for the Financial Year 2025.
Pursuant to paragraph (1) of Article 59 of the Regulation of Financial Services Authority
No.15/POJK.04/2020 concerning the General Meetings of Shareholders of Public Companies
(“POJK 15/2020”) in conjunction with paragraph (2) letter d of Article 19 of the Articles of
Association of the Company, appointment of a registered public accountant firm to audit the
Financial Statements requires an approval of GMS.
Agenda of the EGMS:
1. Approval of the Non-Preemptive Rights Capital Increase; and
2. Approval of Amendment of the Company’s Articles of Association Article 4 paragraph (1) concerning the
Company’s Authorized Capital and Article 4 paragraph (2) concerning the Company’s Issued and Paid Capital.
Brief Explanation of Each Agenda of the EGMS:
This agenda is an agenda for the implementation of non-preemptive rights capital increase which will be discussed at the
EGMS of the Company.
Agenda 1: Approval of the Non-Preemptive Rights Capital Increase.
Pursuant to Article 8A paragraph (1) of Financial Services Authority Regulation No. 14/POJK.04/2019
concerning the Amendment of Financial Services Authority Regulation No. 32/POJK.04/2015
concerning Capital Increase of Public Companies with Pre-emptive Rights jo. Article 41 paragraph (1)
of Company Law in conjunction with Article 4 paragraph (4), paragraph (5) letter g and paragraph (7)
of Article of Association of the Company, non-preemptive rights capital increase requires the approval
of GMS.
Agenda 2: Approval of Amendment of the Company’s Articles of Association Article 4 paragraph (1) concerning
the Company’s Authorized Capital and Article 4 paragraph (2) concerning the Company’s Issued and
Paid Capital.
According to Article 19 paragraph (1) of UUPT in conjunction with Article 26 paragraph (1) of Articles
of Association of the Company, amendment of the Company’s Articles of Association shall be
determined by the GMS. The Company’s Articles of Association shall be amended due to the
implementation of non-preemptive rights capital increase.
Notes:
I. General Provision
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1. This Invitation will serve as the Meeting invitation for the Shareholder to attend the Meeting. This Invitation
can be accessed through the Company’s webpage (www.acset.co), KSEI electronic GMS system
(“eASY.KSEI”) system, and website of Indonesia Stock Exchange.
2. To (i) ease and expedite synchronization of registration system Shareholders and (ii) ensure that the Meeting
in an orderly and timely manner, registration of the Shareholders on the location of the Meeting will be
opened at 12.30 PM WIT and will be closed at 01.30 PM WIT or 30 (thirty) minutes before the Meeting
starts. The Shareholders, or their proxies who comes after 01.30 PM WIT are not allowed to register and
attend the Meeting.
3. In accordance with point 2 above, the Company kindly request the Shareholders or their proxies to be
at the Meeting venue 90 (ninety) minutes before the Meeting starts.
4. The materials of the Meeting, have been made available at the Company’s head office at Jalan Raya
Majapahit Nomor 26 Petojo Selatan, Gambir, Jakarta Pusat 10160 (“Company’s Head Office”) starting
from the date of this Invitation until 2 May 2025 at 01.30 PM WIT. The materials of the Meeting can be
obtained from the Company during the office hours and upon a written request from a Shareholder s
through email corporate.secretary@acset.co. The materials of the Meeting, Annual Report of the
Company and the curriculum vitae of the candidates of the members of the Board of Directors and the
Board of Commissioners of the Company are also available on website of the Company
(https://www.acset.co/id/investor/rups/2025), while the power of attorney could be accessed/obtained
through eASY.KSEI system and the Company’s website (https://www.acset.co/id/investor/rups/2025).
5. Those who are entitled to attend or to be represented at the Meeting are Shareholders, whose names are
recorded in the Register of Shareholders of the Company on 9 April 2025 at the closing of shares trading
or the Shareholders whose shares are in the collective custody of the PT Kustodian Sentral Efek
Indonesia (“KSEI”) at the closing of shares trading on 9 April 2025.
6. In accordance with OJK and KSEI Regulations Number XI-A and XI-B concerning Procedures for
Organizing General Meetings of Shareholders Accompanied by Granting Proxies and Voting through
eASY.KSEI, the Company plans to convene the Meeting physically at Grand Ballroom PT United Tractors
Tbk and the virtual Meeting by using electronic facility provided by KSEI, namely eASY.KSEI (“e-
Proxy”). The Company has provided an alternative for Shareholders to give an electronic authorization
to an independent party through e-Proxy and to cast vote through eASY.KSEI. The independent party
appointed by the Company shall be the Company's securities administration bureau, PT Sinartama
Gunita (“Sinartama”).
7. a. The Shareholders or their proxies who will attend the Meeting are required to present the identity card
(Kartu Tanda Penduduk or (“KTP”)) or any other identity card and submit the copy thereof to the
registration officer before entering into the Meeting room.
b. For the Shareholders that are legal entities are required to submit a copy of its latest Articles of
Association (together with the approvals or receipts of notification from the Ministry of Law of The
Republic Indonesia (formerly Ministry of Law and Human Rights of the Republic Indonesia)) and a
notarial deed concerning the current composition of the Board of Directors and/or Board of
Commissioners (together with the receipt of notification from the Ministry of Law (formerly Ministry of
Law and Human Rights of the Republic Indonesia)) to our registration officer.
8. a. The Shareholders who are unable to attend the Meeting may be represented by their proxies with a valid
power of attorney (with the right of substitution) in a form and substance, approved by and acceptable to
the Board of Directors of the Company. Member of the Board of Directors, the Board of Commissioners,
and employees of the Company may act as the proxy of Shareholders at the Meeting, however they are
not eligible to cast any vote in the voting. The Shareholders whose addresses are registered outside
Indonesia and appoint a proxy whereas the Power of Attorney is signed outside Indonesia, such Power of
Attorney(s) must be legalized by local notary/other authorized institution(s) and by the local Indonesian
Embassy/Representative.
b. The form of power of attorney can be obtained during the office hours at the Securities Administration
Bureau of the Company, Sinartama, through email helpdesk1@sinartama.co.id, phone number: (+62 21)
3922332, facsimile number : (+62 21) 39230003; or Corporate Secretary of the Company, through email
corporate.secretary@acset.co. The form of power attorney can also be downloaded from eASY.KSEI
system and the Company’s website (https://www.acset.co/id/investor/rups/2025).
c. All of the executed original copies of the Power of Attorney which have satisfied the requirements must
be received by Sinartama or Corporate Secretary of the Company at the latest 1 (one) business day before
the Meeting dated 30 April 2025 at the latest at 16.00 WIT.
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9. One share bestows upon its holder the right to cast 1 (one) vote. If a Shareholder has more than 1 (one) share,
the vote shall apply for all the number of shares he/she/it owns.
10. The Shareholders or their proxy(ies) who are present virtually or physically have the opportunity to convey
1 (one) question and/or opinion prior to the voting process. Other Shareholders who have not had the
opportunity to convey their question/opinion, may convey the question to the Company through email
corporate.secretary@acset.co.
11. With regards to voting procedures, for the Shareholders or their proxy(ies) who attend the Meeting virtually
or physically, will be subject to Rules of the Meeting which are available in eASY.KSEI system and the
Company’s website (https://www.acset.co/id/investor/rups/2025) and/or available before entering the
Meeting room.
12. The Shareholders of the Company are urged to first read the Meeting Rules, including the guidelines for
implementation of virtual Meeting for those who will attend virtually that is available in eASY.KSEI system
and or through Company’s website (https://www.acset.co/id/investor/rups/2025).
13. For Shareholders or their proxies who physically present at the Meeting must follow and pass the health and
safety protocols of the Company. The Shareholders or their proxies must follow examination procedures
carried out by the Company and the building management where the Meeting is being held. For Shareholders
or their proxies who are in unhealthy condition (especially having/feeling symptoms such as cough, body
temperature above 37.3° C, or flu, etc.), the Shareholders or their proxies must wear a mask at the Meeting
location as a measure to prevent the spread of the risk of transmission to other parties. The Company
reserves the right to take further action should any Shareholder or their proxies fail to comply with the
health and safety protocols implemented by the Company and the building management.
14. Each party attending the Meeting is obliged to follow the proceedings of the Meeting in an orderly manner.
In connection with this, the Chairman of the Meeting is entitled to take the necessary actions (whether legal
or other necessary actions), including but not limited to prohibiting any party, who disrupts the course, order
and/or security of the Meeting including conducting any violation of point 13, 14 and 15 above of the Rules
of the Meeting, as available on the website of the Company as of 10 April 2025, to be in the Meeting room.
II. Granting of a Power of Attorney to Attend the Meeting:
Guidelines fo granting power of attorney to Sinartama through e-Proxy are as follows:
A. For individual Shareholders who are Indonesian citizens
Shareholders who wish to grant power of attorney must have a Single Investor Identification Number (“SID
Number”). The checking of SID Number can be carried out by contacting the securities company or
custodian bank of the respective shareholder. The guidelines for granting power of attorney above and its
explanation can be accessed through the following link (https://www.acset.co/id/investor/rups/2025).
Shareholders can grant the power of attorney to attend and vote via e-Proxy above at the latest on 30 April
2025 at the latest 04.00 PM WIT.
B. For the Shareholders who are (i) foreign citizens and (ii) in the form of legal entities (Indonesian and
foreign):
Such Shareholders are advised to grant power of attorney through securities companies or custodian banks
of the respective Shareholders, then the securities companies or custodian banks will provide e-Proxy to
Sinartama.
III. Attendance of the Meeting Virtually
1. Attendance Registration through Virtual Meeting
(i.) Local individual Shareholders can submit the attendance confirmation or authorization through
eASY.KSEI system until the time limit on 30 April 2025. Local individual Shareholders who have
not submitted the attendance confirmation or authorization until the given time limit and wish to
participate in the Virtual Meeting, the Shareholders must register their attendance through
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eASY.KSEI system on the date that Meeting is being held, from the opening of the registration
until virtual Meeting registration time is closed by the Company on 30 April 2025 at 12.00 PM
WIT (“Registration Period of Virtual Meeting”).
(ii.) Those who are required to register their attendance through eASY.KSEI system on the date that
Meeting is being held until the Registration Period of Virtual Meeting is closed by the Company
are:
a. local individual Shareholders who have submitted the attendance confirmation but have yet to
vote for minimum 1 (one) of the Meeting agenda through eASY.KSEI system until 30 April
2025 at 12.00 PM WIT and wish to participate in the Virtual Meeting;
b. the Shareholders who have granted the authorization to the Authorized personnel whose
provided by the Company (Independent Representative) or Individual Representative but the
Shareholders have yet to vote for minimum 1 (one) of the Meeting agenda through eASY.KSEI
system until 30 April 2025 at 12.00 PM WIT;
c. the authorization recipient representative that has registered in the eASY.KSEI system on
behalf of the Shareholders who have granted authorization to the intermediary (Custodian Bank
or Securities Company) and have given the vote through eASY.KSEI system until the time
limit which is on 30 April 2025 at 12.00 PM WIT.
(iii.) The Shareholders who have submitted the attendance confirmation or given the authorization to
the authorized personnel provided by the Company (Independent Representative) or Individual
Representative and have given vote for minimum 1 (one) or all of the Meeting agenda through
eASY.KSEI system by no later than 30 April 2025 at 12.00 PM WIT, the Shareholders or their
proxy(ies) do not have to register their attendance electronically through eASY.KSEI system on
the date the Meeting is being held. The shares owned by the Shareholders will be automatically
counted as the attendance quorum and the cast vote will be automatically counted in the Meeting
voting.
(iv.) The delay or failure of the virtual registration as stipulated in the letter i-ii without exception will
result in the Shareholders or their proxy(ies) not being able to participate in the virtual Meeting,
and their shares will not be counted as the attendance quorum in the Meeting.
2. The Procedures of Submission of Question and/or Suggestion through Virtual Meeting
(i.) The Shareholders or their proxy(ies) may convey the question and/or opinion in written through
the chat feature in the “Electronic Opinions” column which is available on the E-Meeting Hall
screen in the eASY.KSEI system. Submission of question and/or opinion can be carried out during
the status of the Meeting in the “General Meeting Flow Text” column is “Discussion started for
agenda item no. ()”.
(ii.) The determination of the mechanism for the implementation of the question and answer and/or
opinions session for each of Meeting agenda in writing through the E- Meeting Hall screen in the
eASY.KSEI system will be set forth by the Company in the Meeting Rules.
(iii.) For the proxy(ies) who are present virtually and will convey a question and/or opinion of their
Shareholders during the discussion session for each Meeting agenda, they are required to write
down the names of the Shareholders they represent and the amount of shares ownership then
followed by the related question and/or opinion.
3. Cast Vote through Virtual Meeting
(i.) The virtual voting takes place in the eASY.KSEI system on the menu of E-Meeting Hall and on
the sub-menu of Live Broadcasting.
(ii.) The Shareholders or their proxy(ies) who attend but have not casted their votes for the Meeting
agenda as stipulated in the point 2 letter i-ii, the Shareholders or their proxy(ies) have the
opportunity to cast vote during voting process through E-Meeting Hall in eASY.KSEI system is
opened by the Company. When the virtual voting for each Meeting agenda begins, the system will
automatically run the voting time by counting down with maximum 1 (one) minute. During the
virtual voting process, the “Voting for agenda item no () has started” status will appear in the
“General Meeting Flow Text” column.
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(iii.) Voting time during the virtual voting process is the standard time as set out in eASY.KSEI system.
The Company may determine the time policy for direct virtual voting for each Meeting agenda
(with a maximum time of 1 (one) minute for each Meeting agenda or it can be terminated earlier
if all shareholders have voted) and this will be regulated in the Meeting Rules.
4. The Implementation of Virtual Meeting through Live Broadcast
(i.) The Shareholders or their proxy(ies) who has been registered in eASY.KSEI system no later than
30 April 2025 at 12.00 PM WIT, can participate in the ongoing Meeting through Zoom webinar
by accessing the eASY.KSEI system menu, the GMS Broadcast / Tayangan RUPS sub-menu in
the AKSes (https://akses.ksei.co.id/).
(ii.) The GMS Broadcast/Tayangan RUPS has a capacity up to 500 participants, where the attendance of
each participant will be determined on a first come first serve basis. For the Shareholders or their
proxy(ies) who do not get the opportunity to participate in the implementation of the Meeting
through GMS Broadcast/Tayangan RUPS, are still deemed valid virtually, and their shares
ownership and voting rights are taken into account in the Meeting, to the extent that they have been
registered in eASY.KSEI system as stipulated in point III.1 letter i-iii.
(iii.) The Shareholders or their proxy(ies) who only participate in the Meeting through the GMS
Broadcast/Tayangan RUPS but are not registered as virtually present in the eASY.KSEI system as
stipulated in point III.1 letter i-iii, then the attendance of the Shareholders or their proxy(ies) will be
deemed invalid and will not be counted in the Meeting attendance quorum.
(iv.) In order to participate in the Meeting optimally using the eASY.KSEI system and/or the GMS
Broadcast/Tayangan RUPS, the Shareholders or their proxy(ies) are suggested to use the Mozilla
Firefox browser.
5. The guidance on the eASY.KSEI system for the Shareholders regarding virtual attendance registration in
the Meeting, the appointment of “individual representative”, “independent representative” and
“intermediary” as the proxy(ies), the virtual Voting, the submission of question and/or opinion virtually,
and participating in the GMS Broadcast/Tayangan RUPS through Zoom webinar, can be downloaded from
the following link https://www.ksei.co.id/data/download-data-and-user-guide about “User Manual
eASY.KSEI – Shareholder”.
Jakarta, 10 April 2025
PT Acset Indonusa Tbk
The Board of Directors
Notes: This Invitation is made in Indonesian and English languages. The Indonesian version shall prevail in the case of any
inconsistencies or differences of interpretation with the English language text of this Invitation
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