Back to announcement
20250327_TUGU_Pemanggilan RUPS_31871954_lamp2.pdf
RUPS notice Text extracted TUGUSource file signed link, expires in 15 minutes
Extracted text 6
Page 1
INVITATION
27 March 2025
INVITATION
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT Asuransi Tugu Pratama Indonesia Tbk.
The Board of Directors of PT Asuransi Tugu Pratama Indonesia Tbk (“the Company"),
hereby invite the Company's Shareholders to attend the 2024 Fiscal Year Annual
General Meeting of Shareholders ("the Meeting") of the Company, which will be held on:
Day/Date : Tuesday, 29 April 2024
Time : 02:00 pm – finish (Western Indonesia Time Zone)
Venue : Function Hall PT Asuransi Tugu Pratama Indonesia Tbk.
Wisma Tugu I Lantai 1
Jl. H.R. Rasuna Said Kav C 8-9
South Jakarta 12920
Link to Participate : Access to the Electronic General Meeting System KSEI
at the Meeting (eASY.KSEI) can be accessed through https://akses.ksei.co.id
provided by PT Kustodian Sentral Efek Indonesia (”KSEI”)
Pursuant to the Regulation of the Financial Services Authority No. 15/POJK.04/2020
regarding Plan and Implementation of a General Meeting of Shareholders of a Public
Companies (“POJK 15/2020”) and Regulation of the Financial Services Authority No.
16/POJK.04/2020 regarding Electronic General Meeting of Shareholders of Public
Companies (“POJK 16/2020”), the Meeting will be held physical and online meeting.
The agendas of the Meeting are as follows:
1. Approval of the 2024 financial year Annual Report of the Company, accompanied
by granting of full release and discharge (volledig acquit et de-charge) to the Board
of Directors and the Board of Commissioners of the Company.
Description:
Refer to provisions of Article 66 paragraph (1) and Article 69 paragraph (1) of Law
Number 40 of 2007 concerning Limited Liability Companies (“Limited Liability
Companies Law”) stated that:
1) The Board of Directors shall submit an Annual Report to the General Meeting of
Shareholders (GMS) after it has been reviewed by the Board of Commissioners,
no later than 6 (six) months after the Company’s fiscal year ends; and
2) The approval on Annual Report including the ratification of Financial Statement
and the report on supervisory duty of the Board of Commissioners shall be
performed by the GMS.
PT Asuransi Tugu Pratama Indonesia Tbk Head Office: t. +6221 529 61777 (hunting)
a member of PERTAMINA Wisma Tugu I f. +6221 529 61555 • +6221 529 62555
Jl. H.R. Rasuna Said Kav. C 8-9 e. enquiry@tugu.com • claim@tugu.com
Jakarta 12920, Indonesia www.tugu.com
Page 2
INVITATION
27 March 2025
2. Determination of the appropriation of the Company’s net profits for 2024 financial
year.
Description:
Based on the Article 71 of Limited Liability Companies Law and the Company's
Articles of Association Article 11 paragraph 7 letter b, stated that at the AGMS, the
Board of Directors submits proposals of approriation of the Company’s net profits if
the Company has a positive profit balance.
3. Appointment of the Company’s Public Accountant Firm for 2025 financial year.
Description:
Based on the Financial Services Authority Regulation Number 9 of 2023
concerning the Utilization of Public Accountant Services and Public Accounting Firm
in Financial Service Activities and the Articles of Association of the Company, stated
that the appointment and dismissal of public accountant that will provide audit
services on annual historical financial information shall be decided by the GMS, by
considering the proposal from the Board of Commissioners.
In the event that the GMS cannot decide the appointment of public accountant, the
GMS may delegate their authority to the Board of Commissioners, along with the
explanation regarding:
1) The reason for delegation of authority; and
2) The criteria or limitation of public accountant that may be appointed.
4. Determination of tantiem for 2024 financial year to the Board of Directors and the
Board of Commissioners of the Company and remuneration for 2025 financial year
for the Board of Directors, the Board of Commissioners, and Sharia Supervisory
Board of the Company.
Description:
Based on the provision of the Limited Liability Companies Law, Financial Services
Authority Regulation Number 73/POJK.05/2016 concerning Good Corporate
Governance for Insurance Companies and the Articles of Association of the
Company, the remuneration, benefits and other facilities (if any) for members of the
Board of Directors, the Board of Commissioners, and Sharia Supervisory Board
shall be determined by the GMS.
5. Approval of the accountability report on the utilization of proceeds from Initial
Public Offering.
Description:
Based on the provision on Article 6 of Financial Services Authority Regulation
Number 30/POJK.04/2015 concerning Realization Report on Utilization of
Proceeds of Public Offerings, in the annual GMS, the realization of the utilization of
proceeds from the Public Offering will be reported.
PT Asuransi Tugu Pratama Indonesia Tbk Head Office: t. +6221 529 61777 (hunting)
a member of PERTAMINA Wisma Tugu I f. +6221 529 61555 • +6221 529 62555
Jl. H.R. Rasuna Said Kav. C 8-9 e. enquiry@tugu.com • claim@tugu.com
Jakarta 12920, Indonesia www.tugu.com
Page 3
INVITATION
27 March 2025
6. Approval of changes of the utilization of remaining proceeds from the Company's
initial public offering.
Description:
Based on the provisions of Article 9 paragraph (1) of Financial Services Authority
Regulation Number 30/2015, the Board of Directors will request approval from
shareholders regarding the Company's plan to change the utilization of remaining
proceeds from the Company's Initial Public Offering.
7. Approval of ratification of the establishment process of sharia insurance subsidiary
by the Company, including but not limited to submitting permits to the competent
authorities, implementing portfolio transfers, preparing separation plans and
fulfilling information disclosure obligations in accordance with applicable laws and
regulations.
Description:
Based on the provisions of Article 87 of Law Number 40 of 2014 concerning
Insurance, regarding the obligation to separate sharia unit into Sharia Insurance
Company no later than 10 years since the enactment of the Law, which was then
updated in Law Number 4 of 2023 concerning the Development and Strengthening
of the Financial Sector.
The Company through the Extraordinary General Meeting of Shareholders (EGMS)
on December 16, 2020 has obtained approval for the Separation of Sharia Unit
Work Plan (”Work Plan”) to separate the sharia unit using the mechanism for
establishing a new Sharia Insurance Company, followed by the transfer of the
entire insurance participant portfolio to the new Sharia Insurance Company. The
Work Plan has also received approval from the Financial Services Authority through
letters Number S-21/NB.21/2021 and S-765/PD.11/2024.
The establishment of this new subsidiary is in line with Financial Services Authority
Regulation Number 11 of 2023 concerning the Separation of Sharia Unit of
Insurance Companies and Reinsurance Companies, as well as the Limited Liability
Companies Law.
The Board of Directors will request approval from shareholders to ratify the actions
of the Board of Directors and Board of Commissioners of the Company regarding
the process of establishing PT Asuransi Tugu Syariah as a subsidiary which was
carried out in October 2024.
8. Approval of Amendments to the Company's Articles of Association.
Description:
Based on the provisions of the Limited Liability Companies Law and the Company's
Articles of Association, changes related to the term of office of the Board of
Directors and Board of Commissioners, as well as changes to the authority of the
Board of Directors and Board of Commissioners are regulated in the Company's
Articles of Association and determined in the GMS.
PT Asuransi Tugu Pratama Indonesia Tbk Head Office: t. +6221 529 61777 (hunting)
a member of PERTAMINA Wisma Tugu I f. +6221 529 61555 • +6221 529 62555
Jl. H.R. Rasuna Said Kav. C 8-9 e. enquiry@tugu.com • claim@tugu.com
Jakarta 12920, Indonesia www.tugu.com
Page 4
INVITATION
27 March 2025
9. Approval of the changes in the management composition of the Company.
Description :
Pursuant to Financial Services Authority Regulation Number 33/POJK.04/2014
concerning Directors and Board of Commissioners of Issuers or Public Companies,
Members of the Board of Directors and Board of Commissioners are appointed and
dismissed by the GMS..
Notes:
1. The Company will not send a separate invitation to the Company’s Shareholders as
this Invitation is deemed an official invitation under POJK 15/2020 and the Articles
of Association of the Company, this Invitation is one of the official invitations for the
Shareholders of the Company.
2. Shareholders who are eligible to attend the Meeting are those whose names are
registered in the Register of Shareholders of the Company and/or shareholders of
the Company in the securities sub-account of PT Kustodian Sentral Efek Indonesia
(KSEI) at the close of stock trading of the Company on Indonesia Stock Exchange
(IDX) on 26 March 2025 ("Eligible Shareholders").
3. Participation of the Eligible Shareholders in the Meeting may be carried out by the
following mechanism:
a. physically attend at the Meeting;
b. attend the meeting electronically through the eASY.KSEI
(https://akses.ksei.co.id) application; or
c. represented by other parties by granting a power of attorney electronically
through the eASY.KSEI (https://akses.ksei.co.id) application or a granting
power of attorney in writing.
4. Electronic Meeting attendance procedure:
a. Eligible Shareholders must first be registered in the KSEI's Securities
Ownership Reference facility ("AKSes KSEI"). In the event that the
Shareholder has not registered, please register through the website
https://akses.ksei.co.id
b. Shareholders may declare their attendance until no later than 28 April 2024
at 12.00 pm (Western Indonesia Time Zone).
c. For the Eligible Shareholders or Proxies below:
I. Eligible Shareholders who have not made an electronic attendance
declaration until the attendance declaration deadline;
II. Shareholders of the Company who have made an electronic
declaration of attendance but have not made a voting election until the
deadline for the declaration of attendance;
PT Asuransi Tugu Pratama Indonesia Tbk Head Office: t. +6221 529 61777 (hunting)
a member of PERTAMINA Wisma Tugu I f. +6221 529 61555 • +6221 529 62555
Jl. H.R. Rasuna Said Kav. C 8-9 e. enquiry@tugu.com • claim@tugu.com
Jakarta 12920, Indonesia www.tugu.com
Page 5
INVITATION
27 March 2025
III.Individual Representatives and Independent Parties who have been
appointed by the Company, namely representatives of PT Datindo
Entrycom as the Company's Securities Administration Bureau whohave
received power of attorney from Eligible Shareholders, but the Eligible
Shareholders concerned have not made voting choices until the
attendance declaration deadline;
IV. KSEI Participant/Intermediary (Custodian Bank or Securities
Company) who has received power of attorney from Eligible
Shareholders who have made voting choices through eASY.KSEI;
must register their attendance electronically through eASY.KSEI on the date
of the Meeting starting at 11:00 am until 01:00 pm (Western Indonesia Time
Zone).
d. Eligible Shareholders who have given a declaration of attendance or power of
attorney to the Individual Representative or Independent Party and have
determined the voting options for the Meeting Agenda in eASY.KSEI until the
specified time limit, then the person concerned does not need to register
attendance electronically in eASY.KSEI.
e. Any delay or failure in the electronic registration process for any reason will
result in the Eligible Shareholders or their Proxies being unable to attend the
Meeting electronically, and their shareholdings will not be counted towards
the attendance quorum.
5. Procedures for granting power of attorney electronically and in writing:
a. Shareholders who have registered as AKSes KSEI users may grant their
proxies electronically through eASY.KSEI by first logging into AKSes KSEI
through the website https://akses.ksei.co.id. The period during which the
Eligible Shareholders may declare their proxies and votes, make changes to
the appointment of the Proxy and/or change the voting options for the
Meeting Agenda, or revoke their proxies electronically is from the date of the
invitation to the Meeting until no later than 28 April 2025 at 12.00 pm
(Western Indonesia Time Zone), which is 1 (one) working day before the
Meeting.
b. In addition to granting power of attorney electronically, Eligible Shareholders
may grant power of attorney in writing by using the Power of Attorney form
which can be downloaded on the Company's website (www.tugu.com) and
when completed must be submitted to the Company's Securities
Administration Bureau PT Datindo Entrycom with the address Jl. Hayam
Wuruk No. 28, 2nd Floor Central Jakarta - 10120, Phone. (021) 350 8077
Fax. (021) 350 8078, on every business day from the date of the invitation to
the Meeting until no later than 24 April 2025 at 04:00 pm (Western
Indonesia Time Zone).
c. Eligible Shareholders who attend based on a Power of Attorney shall apply
the provisions that members of the Board of Directors, Board of
Commissioners and employees of the Company cannot act as proxies in the
Meeting.
PT Asuransi Tugu Pratama Indonesia Tbk Head Office: t. +6221 529 61777 (hunting)
a member of PERTAMINA Wisma Tugu I f. +6221 529 61555 • +6221 529 62555
Jl. H.R. Rasuna Said Kav. C 8-9 e. enquiry@tugu.com • claim@tugu.com
Jakarta 12920, Indonesia www.tugu.com
Page 6
INVITATION
27 March 2025
6. Registration guidelines, user’s guides, and further description of eASY.KSEI can be
found on the websites https://easy.ksei.co.id and/or https://akses.ksei.co.id
7. Eligible Shareholders or their conventional proxies who will physically attend the
Meeting shall be required to submit a copy of their Identity Card or other valid
identification to the registration officer before entering the Meeting room. Legal
Entities Shareholders must bring with them copies of its Articles of Association and
deeds of appointment of the latest members of the Board of Directors and the
Board of Commissioners or their board of management thereof and effective in
accordance with applicable regulations. As for shareholders in KSEI collective
custody will be required to present the Written Confirmation for GMS ("KTUR") to
the registration officer before entering the Meeting room. In the event that the
Shareholders are unable to present the KTUR, the Shareholders may still attend
the Meeting to the extent their name are recorded in the Shareholders Register and
bring a verified identity in accordance with applicable regulations.
8. The Company has provided materials related to the Agenda of the Meeting and can
be downloaded through the Company's website www.tugu.com from the date of the
Invitation until the date of the Meeting.
9. The Company will implement Code of Conduct in the implementation of the
Meeting, which will be distributed to each Eligible Shareholders in accordance with
the applicable regulations before the Meeting start. In addition, the Code of
Conduct will also be announced prior to the opening of the Meeting. The Company
has full authority in implementing the Meeting Code of Conduct to ensure the order
and smooth running of the Meeting. The Meeting Code of Conduct can be
downloaded through the Company's website at www.tugu.com.
10. To the Eligible Shareholders who wish to attend the Meeting physically can register
their attendance prior to the Meeting date through the registration link:
https://tugu.info/rsvp_RUPST2025 while still considering the applicable provisions
in the Meeting Code of Conduct as mentioned above in point 9. Meeting
attendance and the Meeting process can also still be attended by Eligible
Shareholders by accessing KSEI Electronic General Meeting System (eASY.KSEI)
facility through the link https://akses.ksei.co.id provided by KSEI.
11. In order to facilitate the arrangement and for the order of the Meeting,
Shareholders or their proxies who are physically present are respectfully requested
to have arrived at the place of the Meeting no later than 30 (thirty) minutes before
the Meeting commences.
Jakarta, 27 March 2025
PT Asuransi Tugu Pratama Indonesia Tbk
Board of Directors
PT Asuransi Tugu Pratama Indonesia Tbk Head Office: t. +6221 529 61777 (hunting)
a member of PERTAMINA Wisma Tugu I f. +6221 529 61555 • +6221 529 62555
Jl. H.R. Rasuna Said Kav. C 8-9 e. enquiry@tugu.com • claim@tugu.com
Jakarta 12920, Indonesia www.tugu.com
Names mentioned 6 people and organisations named in the text · linked when the evidence is strong
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.1 ×3
unresolved
org
Financial Services Authority
p.1 ×9
unresolved
org
PT Asuransi Tugu Syariah
p.3
unresolved
org
Indonesia Stock Exchange
p.4
unresolved
org
PT Datindo Entrycom
p.5 ×2
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
No extraction attempted yet.