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20250327_UNTR_Pemanggilan RUPS_31872095_lamp2.pdf
RUPS notice Text extracted UNTRSource file signed link, expires in 15 minutes
Extracted text 7
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UNITED TRACTORS
member of ASTRA
INVITATION OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS 2025 AND
EXTRAORDINARY MEETING OF SHAREHOLDERS
PT UNITED TRACTORS Tbk
The Board of Directors of PT United Tractors 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/25 April 2025
Time :8.30 AM Western Indonesian Time (“WIT”) - finish
Place : Catur Dharma Hall, Menara Astra 5" Floor
Jalan Jend. Sudirman Kav. 5-6, Karet Tengsin, Kec. Tanah Abang,
Central Jakarta, Daerah Khusus Ibukota Jakarta 10220
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 forthe 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 forthe Financial Year 2025.
Explanations of Each Agenda of the AGMS:
Agenda 1 until agenda 5 are regular agenda held in every Annual General Meeting of Shareholders
(“GMOS”) 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 on 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 reguire an approval
of the GMOS, including the Board of Commissioners' Supervisory Report as well
as the Company's Financial Statements shall be ratified by the GMOS.
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Agenda 2: Agenda 3: Agenda 4: Agenda 5: 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 GMOS. Appointment of the Board of Directors and the Board of Commissioners of the Company for the 2025-2027 Terms of Office. Pursuant to paragraph (5) of Article 94 in conjunction with paragraph (5) of Article 111 UUPT and paragraph (2) of Article 11 and paragraph (3) of Article 14 of the Article of Associations of the Company, appointment of the Board of Directors and Board of Commissioners reguires approval of the GMO. 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 (3) of Article 11 in conjunction with paragraph (4) 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 GMOS 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 GMOS. 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 regarding the General Meetings of Shareholders of Public Companies (“POJK 15/2020”) in conjuction 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 reguires an approval of GMOS. Agenda of the EGMS: 1. Approval of the Amendment to Article 3 of the Company's Article of Association on Purposes and Objectives as well as the Business Activities including Discussion of the Feasibility Study on the Addition of the Company's Business Activities. Brief Explanation of Each Agenda of the EGMS: Agenda 1: 'Approval of the Amendment to Article 3 of the Company's Article of Association on Purposes and Objectives as well as the Business Activities including Discussion of the Feasibility Study on the Addition of the Company's Business Activities. Pursuant to Article 22 letter (a) of the Regulation of Financial Services Authority No.17/POJK.04/2020 regarding the Material Transaction and Change of Business Activity, change of Business Activity must obtain prior approval thorough GMOS. Apart from that, based on Article 19 Paragraph (1) of Law Number 40 Year 2007 regarding Limited Liability Company and Article 26 of Company's Article of
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Notes: Association states that changes to the Article of Association must be determined by GMOS. I. General Provision 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 (https://www.unitedtractors.com/en/general-meeting-of-shareholders), eASY.KSEI system, and website of Indonesia Stock Exchange. To: (i) case 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 07.00 AM WIT and will be closed at 08.00 AM WIT or 30 (thirty) minutes before the Meeting starts. The Shareholders, or their proxies who come after 08.00 AM WIT are not allowed to register and attend the Meeting. In accordance with point 2 above, the Company kindly reguest the Shareholders or their proxies to be at the Meeting venue 90 (ninety) minutes before the Meeting starts. The materials of the Meeting, have been made available at the Company's head office at Jl. Raya Bekasi Km. 22, Cakung, East Jakarta 13910 (“Company's Head Office”) starting from the date of this Invitation until 25 April 2025 at 08.00 AM WIT. The materials of the Meeting can be obtained from the Company during the office hours and upon a written reguest from a Shareholder through email ir@unitedtractors.com. 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.unitedtractors.com/en/general- meeting-of-shareholders), while the power of attorney could be accessed/obtained through eASY.KSEI system and the Company's website (https://www.unitedtractors.com/en/general-meeting-of-shareholders). 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 26 March 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 26 March 2025. In accordance with OJK and KSEI Regulations Number XI-A and XI-B conceming 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 Catur Dharma Hall in Menara Astra 5" Floor and the virtual Meeting by using electronic facility provided by KSEI, namely eASY.KSEI (“e-Proxy”). The Company has provided an alternative for Shareholder to give an electronic authorization to an independent party through e-Proxy and to cast vote through cASY.KSEI. The independent party appointed by the Company shall be the Company's securities administration bureau, PT Raya Saham Registra (“RSR”). The Shareholders or their proxies who will attend the Meeting are reguired 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. For the Shareholders that are legal entities are reguired to submit a copy of its latest Articles of Association (together with the approvals or receipts of notification from the
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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. . The Shareholders who are unable to attend the Meeting may be represented by their proxies with a valid power of attorney 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. The form of power of attorney can be obtained during the office hours at the Securities Administration Bereau of the Company, RSR, through email rsrbae@registra.co.id or mia@registra.co.id, phone number: (#62 21) 2525666, facsimile number : (“62 21) 2525028, or Corporate Legal of the Company, through email ir@unitedtractors.com. The form of power attorney can also be downloaded from the Company's website (https://www.unitedtractors.com/en/general-meeting-of-shareholders). All of the executed original copies of the Power of Attorney which have satisfied the reguirements must be received by RSR or Corporate Legal of the Company at the latest 1 (one) business day before the holding of the Meeting being 24 April 2025 at the latest at 04.00 PM WIT. One share bestows upon its holder the right to cast one (1) vote. Ifa Shareholder has more than 1 (one) share, the vote shall apply for all the number of shares he/she/it owns. The Shareholders or their proxy(ies) who are present virtually or physically have the opportunity to convey 1 (one) guestion and/or opinion prior to the voting process. Other Shareholders who have not had the opportunity to convey their guestion/opinion, may convey the guestion to the Company through email ir@unitedtractors.com. 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 &ASY.KSEI system and the Company's website (https://www.unitedtractors.com/en/general-meeting-of-shareholders) and/or available before entering the Meeting room. The Shareholder 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 .unitedtractors.com/rapat-umum-pemegang-saham/). 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
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or their proxies fail to comply with the health and safety protocols implemented by the Company and the building management. 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 of the Rules of the Meeting, as available on the website of the Company as of 27 March 2025, to be in the Meeting room. II. Granting of a Power of Attorney to Attend the Meeting: Guidelines for granting power of attorney to RSR 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:/Avwww.unitedtractors.com/en/general-meeting-of- shareholders). Shareholders can grant the power of attorney to attend and vote via e-Proxy above at the latest on 24 April 2025. 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 RSR. JII. Attendance of the Meeting Virtually Is Attendance Registration through Virtual Meeting (3) Local individual Shareholder can submit the attendance confirmation or authorization through cASY.KSEI system until the time limit on 24 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 Shareholder must register their attendance through 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 24 April 2025 at 12.00 PM WIT (“Registration Period of Virtual Meeting”). Those who are reguired 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 24 April 2025 at 12.00 PM WIT and wish to participate in the Virtual Meeting,
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b. the Shareholders who have granted the authorization to the Authorized personnel whose provided by the Company (Independent Representative) or (Individual Representative) but the Shareholder have yet to vote for minimum 1 (one) of the Meeting agenda through eASY.KSEI system until 24 April 2025 at 12.00 PM WIT: Cc. the authorization recipient representative that has registered in the eASY.KSEI system on behalf of the Sharecholder 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 24 April 2025 at 12.00 PM WIT. (iii) The Shareholder 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 24 April 2025 at 12.00 PM WIT, the Shareholder 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 Shareholder will be automatically counted as the attendance guorum 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 guorum in the Meeting. 2. The Procedures of Submission of Ouestion and/or Suggestion through Virtual Meeting (i) The Shareholders or their proxylies) may convey the guestion 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 dASY.KSEI system. Submission of guestion 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 guestion 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 guestion and/or opinion of their Shareholders during the discussion session for each Meeting agenda, they are reguired to write down the names of the Shareholders they represent and the amount of shares ownership then followed by the related guestion and/or opinion. 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
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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. If the Shareholders or their proxylies) do not cast vote for the related Meeting agenda until the status of the Meeting as shown in the “Voting for agenda item no () has ended”, then will be deemed to have casted vote as Abstain for the related Meeting agenda. (iii) Voting time during the virtual voting process is the standard time as set out in @ASY.KSEI system. The Company may determine the time policy for direct virtual voting for cach 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 not later than 24 April 2025 at 12.00 PM WIT, can participate in the ongoing Meeting through Zoom webinar by accessing the edASY.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 cASY.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 €ASY.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 guorum. (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. 3 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 guestion 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 @ASY.KSEI — Shareholder” Jakarta, 27 March 2025 PT United Tractors 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 differencies of interpretation with the English language text of this Invitation
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Ministry of Law and Human Rights
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