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20250408_ATLA_Pemanggilan RUPS_31873064_lamp3.pdf
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PT. ATLANTIS SUBSEA INDONESIA TBK
Jl. Tebet Barat Dalam Raya No. 6 Jakarta Selatan 12810, Indonesia
Telp : +62-21 831 2530 | Fax : +62-21 8379 7456 | E-mail : jakarta@atlantissubsea.com
www.atlantissubsea.com
INVITATION TO
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT ATLANTIS SUBSEA INDONESIA 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, 30 April, 2025
Waktu : 14:00 Western Indonesian Time - finish
Place : Wyndham Casablanca Jakarta
Jalan Casablanca Kaveling 18, Jakarta, 12870
Agenda of the Meeting:
1. Approval and ratification of the Annual Report of the Company, including the
Company's Financial Statements and the Company’s Board of Commissioners’ Report
on its Supervisory Duties for the financial year ended December 31, 2024 and granting
release and discharge of liability (acquit et de charge) 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 31, 2024.
Explanation:
According to Article 19, paragraph 2, section a of the Company's Articles of Association
in conjunction with Article 69 paragraph 1 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 31, 2024, including the Company's Financial
Statements for the financial year ended 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 ended
December 31, 2024, as long as such actions are recorded in the Company's Annual
Report and Financial Statements for the financial year ended December 31, 2024,
along with their supporting documents.
2. Approval of the appropriation of the Company's Net Profit for the financial year ended
December 31, 2024 and the cash dividend distribution originating from the
accumulated retained earnings of the Company as on 31 December 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
Company's Net Profit is determined in the General Meeting of Shareholders (GMS). In
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PT. ATLANTIS SUBSEA INDONESIA TBK
Jl. Tebet Barat Dalam Raya No. 6 Jakarta Selatan 12810, Indonesia
Telp : +62-21 831 2530 | Fax : +62-21 8379 7456 | E-mail : jakarta@atlantissubsea.com
www.atlantissubsea.com
this agenda item, the Board of Directors plans to propose the utilization of the
Company's Net Profit for the 2024 Financial Year and the distribution of cash dividends
originating from the accumulated Retained Earnings of the Company as on 31
Desember 2024.
3. Determination of salaries and/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 in conjunction with 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 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 concerning 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. Report and Accountability for the Realization of Use of Proceeds from Initial Public
Offering of Shares.
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 use of proceeds
from the Initial Public Offering of shares which have been used in whole for the
Purchase of Equipment and Working Capital.
General provisions:
1. This meeting invitation is an official invitation in accordance with the provisions of
Article 52 paragraph 1 of POJK 15/2020 in conjunction with Article 21 paragraph 11 a
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PT. ATLANTIS SUBSEA INDONESIA TBK
Jl. Tebet Barat Dalam Raya No. 6 Jakarta Selatan 12810, Indonesia
Telp : +62-21 831 2530 | Fax : +62-21 8379 7456 | E-mail : jakarta@atlantissubsea.com
www.atlantissubsea.com
(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 entitled to attend or be represented in the GMS are the
Shareholders whose names are recorded in the Shareholder Register on Thursday,
27 March, 2025, at 16:00 WIB.
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 concerning the
Implementation of Electronic General Meetings of Shareholders of Public Companies
("POJK 16/2020") in conjunction with 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 item 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 item 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 have not
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/).
Registration guide, usage, and further explanation regarding the eASY.KSEI
application (e-Proxy and e-Voting) can be found on the website
(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 item 4 letter a of these General Provisions,
please pay attention to the following:
a. Shareholders of the Company can declare their attendance electronically no later
than 1 (one) working day before the Meeting Date, which is 29 April 2025, at 12:00
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 item 6 letter a of these General
Provisions;
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PT. ATLANTIS SUBSEA INDONESIA TBK
Jl. Tebet Barat Dalam Raya No. 6 Jakarta Selatan 12810, Indonesia
Telp : +62-21 831 2530 | Fax : +62-21 8379 7456 | E-mail : jakarta@atlantissubsea.com
www.atlantissubsea.com
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 BIMA REGISTRA 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
no later than 13:45 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. Shareholders of the Company in the form of certificates/scripts can provide proxies
using the available written proxy form format provided on the Company's website
(https://atlantissubsea.com/)
8. Shareholders of the Company or their proxies who intend to attend the Meeting
physically as referred to in item 4 letter b of these General Provisions 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 its changes, letters of ratification/approval from
the authorized parties, and deeds containing the latest changes to the composition of
the management (holding office term when the Meeting is held).
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 item 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://atlantissubsea.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;
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PT. ATLANTIS SUBSEA INDONESIA TBK
Jl. Tebet Barat Dalam Raya No. 6 Jakarta Selatan 12810, Indonesia
Telp : +62-21 831 2530 | Fax : +62-21 8379 7456 | E-mail : jakarta@atlantissubsea.com
www.atlantissubsea.com
ii. In case the proxy form referred to in item 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:
PT Bima Registra
Gedung Satrio Tower lantai 9A
Jl. Prof. Dr. Satrio Blok C4
Kuningan Setiabudi
Jakarta Selatan 12950
on any business day from the date of the Meeting invitation and at the latest
by Friday, 25 April 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 (https://atlantissubsea.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 1 (one) working day before the Meeting Date,
which is 29 April 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
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PT. ATLANTIS SUBSEA INDONESIA TBK
Jl. Tebet Barat Dalam Raya No. 6 Jakarta Selatan 12810, Indonesia
Telp : +62-21 831 2530 | Fax : +62-21 8379 7456 | E-mail : jakarta@atlantissubsea.com
www.atlantissubsea.com
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 13:00 WIB so that the Meeting can start on time. Registration will be
closed at 13:45 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 souvenirs, food, and drinks.
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 (https://atlantissubsea.com/).
Jakarta, 08 April 2025
PT ATLANTIS SUBSEA INDONESIA Tbk
Board of Directors
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Financial Services Authority
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PT Kustodian Sentral Efek Indonesia
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PT BIMA REGISTRA
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