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20250327_CASS_Pemanggilan RUPS_31871660_lamp1.pdf
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INVITATION
ANNUAL GENERAL MEETING OF SHAREHOLDERS
AND
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT CARDIG AERO SERVICES TBK
The Board of Directors of PT Cardig Aero Services Tbk (“Company”) hereby invites the Shareholders of
the Company to attend the Annual General Meeting of Shareholders (“AGMS”) and the Extraordinary
General Meeting of Shareholders (“EGMS”), hereinafter collectively referred to as the “Meeting”, which
will be convened:
Day/Date : Friday, April 25, 2025
Time : 14.00 Western Indonesia Time (WIB)
Place : Studio SCTV, SCTV Tower 8th floor, Senayan City, Jl. Asia Afrika Lot 19, Central Jakarta,
10270
Agenda :
A. Annual General Meeting of Shareholders
1. Approval and ratification of the Company’s Annual Report for the fiscal year ending on
December 31, 2024, as well as approval and ratification of the Company’s Financial
Statements, including the Balance Sheet and Profit/Loss Statement for the financial year
ending on December 31, 2024, which has been audited by the Independent Public Accounting
Firm Purwantono, Sungkoro & Surja. Additionally, approval of the Supervisory Report of the
Company’s Board of Commissioners for the financial year ending on December 31, 2024, and
granting full release and discharge of responsibilities (acquit et de charge) to all members of
the Board of Directors and the Board of Commissioners for their management and supervisory
actions carried out during the financial year ending on December 31, 2024.
Elucidation:
In this agenda, the Company will provide an explanation to the shareholders regarding the
implementation of the Company’s business activities for the financial year ending on December
31, 2024, and the financial condition as stated in the Company’s Financial Statements for the
financial year ending on December 31, 2024. This is in accordance with Article 11 paragraph
(3) letter a, Article 11 paragraph (4), and Article 21 paragraph (3) of the Company’s Articles of
Association, in conjunction with Articles 69 and 78 of Law Number 40 of 2007 concerning
Limited Liability Companies (“UUPT”). In this agenda, the Meeting will propose granting full
release and discharge of responsibilities (acquit et de charge) for the members of the Board
of Directors and Board of Commissioners respectively for the management and supervisory
actions carried out during the financial year.
2. Approval of the determination of the use of the Company’s net profit for the financial year
ending on December 31, 2024.
Elucidation:
Referring to Article 11 paragraph (3) letter b and Article 21 paragraph (3) of the Company’s
Articles of Association in conjunction with article 70 and Article 71 of UUPT, the use of the
Company’s net profit is decided and/or determined by the GMS.
PT Cardig Aero Services Tbk
Menara Cardig 3rd Floor
Jl. Raya Halim Perdanakusuma
Jakarta 13650, Indonesia T. +62 21 8087 5050
www.casgroup.co.id
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3. Appointment of a Public Accountant and/or Public Accounting Firm to Audit the Company’s
Financial Statements for the Fiscal Year Ending on December 31, 2025.
Elucidation:
In accordance with Article 11, paragraph (3), letter c of the Company’s Articles of Association
in conjunction with Article 68 of the Company Law and Article 3 paragraph (1) of the Financial
Services Authority Regulation Number 9 of 2023 concerning the Use of Public Accountants
and Public Accounting Firms in Financial Service Activities, in this meeting agenda, the
Company proposes a resolution to the General Meeting of Shareholders (GMS) to grant
authority and power to the Board of Commissioners, taking into account the recommendation
of the Audit Committee, to reappoint Public Accounting Firm Purwantono, Sungkoro & Surja
to audit the Company’s books for the fiscal year ending on December 31, 2025. Additionally,
the Board of Commissioners is authorized to appoint the Public Accountant, including
determining the service fees and other terms and conditions, by stating the reasons for such
authorization. The Board of Commissioners is also given the authority to appoint a substitute
Public Accounting Firm and/or Public Accountant under certain criteria in the case a
disagreement occurs with the previously appointed Public Accountant and/or Public
Accounting Firm.
4. Determination of Remuneration for Members of the Board of Commissioners and the Board
of Directors of the Company for 2025.
Elucidation:
In accordance with Article 15, paragraph (14) and Article 18 paragraph (11) of the Company’s
Articles of Association in conjunction with Articles 96 and 113 of UUPT, the amount of salary,
honorarium and benefits for members of the Board of Directors and the Board of
Commissioners is determined by the GMS, which may authorize therefor to the Board of
Commissioners, taking into account the recommendations of the Company’s Remuneration
and Nomination Committee.
B. Extraordinary General Meeting of Shareholders
Amendments to Article 1 paragraph (1) of the Company’s Articles of Association concerning the
Name and Domicile.
Elucidation:
This agenda will discuss amendment to Article 1 paragraph 1 of the Company’s Articles of
Association in connection with changes of the Company’s name and domicile.
NOTES:
1. The announcement of the Meeting has been published on the Indonesia Stock Exchange website,
the Company’s website https://casgroup.co.id/en/general-meeting-of-shareholders/, and the e-
RUPS provider’s website through eASY.KSEI (“eASY.KSEI”) on 12 March 2025.
2. The Announcement of this Meeting is in accordance with the provisions of the Company’s Articles
of Association, making it an official invitation. Therefore, the Company will not send separate
invitation letters to shareholders.
PT Cardig Aero Services Tbk
Menara Cardig 3rd Floor
Jl. Raya Halim Perdanakusuma
Jakarta 13650, Indonesia T. +62 21 8087 5050
www.casgroup.co.id
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3. The Meeting Materials are available and can be accessed in the Company’s website
https://casgroup.co.id/en/general-meeting-of-shareholders/ and/or on the official eASY.KSEI
website from the date of the Meeting Invitation until the date of the Meeting. During the Meeting,
the Company will not provide the Meeting materials in either physical or digital form.
4. Shareholders who are entitled to attend the Meeting or be represented therefor by virtue of a valid
power of authorization are:
a. For the Company’s shares held in collective custody:
Shareholders of the Company or their authorized representatives whose names are lawfully
recorded with the account holders or custodian banks at PT Kustodian Sentral Efek Indonesia
(“KSEI”) at the closing of stock trading of the Indonesia Stock Exchange on Wednesday, 26
March, 2025, until 16.00 WIB.
b. For the Company’s shares not held in collective custody:
Shareholders of the Company or their authorized representatives whose names are lawfully
recorded in the Company’s Shareholder Register Datindo Entrycom, the Company’s Share
Registrar, addressed in Jakarta at Jalan Hayam Wuruk No.28, Central Jakarta on Wednesday,
26 March, 2025, until 16.00 WIB (“Recording Date”).
5. Eligible Shareholders can attend the Meeting in the following mechanisms:
a. Attending the Meeting physically;
b. Attending the Meeting electronically via eASY.KSEI;
c. Being represented by a proxy, either by granting a written power of authorization for physical
attendance or by attending electronically through eASY.KSEI.
6. Mechanism for authorization
a. Shareholders who are entitled to attend the Meeting and whose shares are in KSEI collective
custody can grant power of authorization through the KSEI Electronic General Meeting System
(eASY.KSEI) no later than 1 (one) working day before the Meeting date, specifically on
Thursday, April 24, 2025, at 16.00 WIB. This can be accessed via the official KSEI website at
https://akses.ksei.co.id along with the official guidelines provided on the KSEI website
(https://www.ksei.co.id/data/download-data-and-user-guide), as the electronic power of
attorney (e-Proxy) mechanism for the Meeting.
b. In addition to the electronic power of authorization (e-Proxy) mentioned above, Shareholders
may also grant power of attorney outside the eASY.KSEI facility. Shareholders can download
the power of attorney form available in the Company’s website
https://casgroup.co.id/en/general-meeting-of-shareholders/. The power of authorization form
must be received by the Company’s Board of Directors no later than 1 (one) working day
before the Meeting date, specifically on Thursday, April 24, 2025 at 16.00 WIB, at the
Company’s address: Menara Cardig, 3rd Floor, Jl. Raya Halim Perdanakusuma, East Jakarta.
c. For shareholders whose addresses are registered outsider the Republic of Indonesia, the
power of authorization must be legalized by a public notary or an authorized official and the
local Embassy/Representative Office of the Republic of Indonesia or be apostilled by the
competent authority in the respective country (as applicable).
PT Cardig Aero Services Tbk
Menara Cardig 3rd Floor
Jl. Raya Halim Perdanakusuma
Jakarta 13650, Indonesia T. +62 21 8087 5050
www.casgroup.co.id
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7. Shareholders or their proxies who intend to attend the Meeting physically must submit the following
documents to BAE staff during registration:
a. For individual shareholders:
- A photocopy of the KTP/passport of the Shareholder or their proxy; and
- A photocopy of the Share Certificate and/or Collective Share Certificate (if the shares are
still in script form).
b. For shareholders in the form of a legal entity:
- A photocopy of the KTP/passport of the Director(s);
- If represented by a proxy, the original KTP/passport of the proxy and the original power
of authorization must be presented, along with photocopies of the KTP/passport of both
the authorizer(s) and the proxy;
- A photocopy of the latest valid deed of management composition, accompanied by a copy
of the Letter of Receipt for Notification of Company Data Amendment [Surat Penerimaan
Perubahan Data Perseroan (SP2P)]; and
- A photocopy of the Share Certificate and/or Collective Share Certificate (if the shares are
still in script form).
c. Shareholders under collective custody at KSEI are required to present:
- A Written Confirmation for the Meeting [Surat Konfirmasi Tertulis Untuk Rapat (“KTUR”)]
to the registration staff before entering the Meeting Room;
- If a Shareholder is unable to present the KTUR, they may still attend the Meeting as long
as their name is recorded in the Shareholder Register and they bring a valid identify
document(s) in accordance with the applicable regulations for verification purpose.
8. Shareholders attending the Meeting electronically must take notice of the followings:
a. Registration Process
(1) Shareholders or their proxy who are entitled to attend the Meeting must first be registered
as users of the KSEI Securities Ownership Reference Facility (“AKSes KSEI”); if not yet
registered, they can first complete the registration process through the website
https://akses.ksei.co.id;
(2) Shareholders or their proxies who are entitled to attend the Meeting must confirm their
attendance no later than Thursday, 24 April 2025 at 12.00 WIB.
(3) The following Shareholders or their proxies are required to complete their electronic
attendance registration through eASY.KSEI before the electronic registration period is
closed by the Company:
(a) Local individual shareholders who have not submitted their attendance notification
or proxy in eASY.KSEI by the specified deadline and wish to attend the Meeting
electronically;
(b) Local individual shareholders who have submitted their attendance but have not cast
at least 1 (one) vote on any Meeting agenda item in eASY.KSEI by the specified
deadline and wish to attend the Meeting electronically;
(c) Independent Representative or Individual Representative appointed by the Company,
that is a representative from PT Datindo Entrycom, the Company’s Registrar (BAE),
who has received a proxy from an eligible shareholder, but the respective
shareholder has not cast at least 1 (one) vote on any Meeting agenda in eASY.KSEI
by the specified deadline;
PT Cardig Aero Services Tbk
Menara Cardig 3rd Floor
Jl. Raya Halim Perdanakusuma
Jakarta 13650, Indonesia T. +62 21 8087 5050
www.casgroup.co.id
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(d) KSEI Participants/Intermediaries (Custodian Banks or Securities Companies) who
have received power of attorney from eligible shareholders and have submitted their
votes through eASY.KSEI.
(4) Shareholders entitled to attend the Meeting who have submitted an attendance
notification or granted a proxy to an Independent Representative or Individual
Representative and have provided voting choices for at least one or all agendas in
eASY.KSEI by the specified deadline, do not need to complete electronic attendance
registration in eASY.KSEI on the day of the Meeting. Their share ownership will
automatically be counted towards the attendance quorum and the votes they have
submitted will automatically be counted in the Meeting’s voting process.
(5) Any delay or failure in the electronic registration process, as mentioned in points (1) –
(3), for any reason, will result in the shareholder or the proxy being unable to attend the
Meeting electronically, and their share ownership will not be counted for the quorum of
the Meeting.
b. Process for Submitting Questions and/or Opinions Electronically
(1) Shareholders or their proxies have one opportunity to submit questions and/or opinions
during each discussion session for each Meeting agenda. Questions and/or opinions on
each agenda can be submitted in writting by shareholders or their proxies using the chat
feature in the ‘Electronic Opinions’ column available on the E-Meeting Hall screen in
eASY.KSEI is at the discretion of each Company and will be outlined in the Meeting Rules
through eASY.KSEI;
(2) The determination of the discussion mechanism for each agenda of the Meeting,
conducted in writing via the E-Meeting Hall screen in eASY.KSEI, is under the authority
of the Company and is outlined in the Rules of Conduct for the Meeting through
eASY.KSEI.
(3) Proxies who attend electronically and intend to submit questions and/or opinions on
behalf of their shareholders during the discussion session for each agenda must include
the name of the shareholder and the number of shares owned, followed by the question
or opinion.
c. Voting Process
(1) The electronic voting process takes place in eASY.KSEI under the E-Meeting Hall menu,
Live Broadcasting sub menu;
(2) Shareholders attending in person or represented by a proxy who have not yet cast their
votes for the Meeting agenda will have the opportunity to do so during the voting period
through the E-Meeting Hall screen in eASY.KSEI, as opened by the Company. When the
electronic voting period for each agenda begins, the system will automatically initiate a
voting countdown timer for a maximum duration of 5 (five) minutes;
(3) The voting time during the electronic voting process follows the standard time set in
eASY.KSEI. Each Company may establish its own policy for the electronic live voting
duration per agenda in the Meeting with a maximum duration of 5 (five) minutes per
agenda, as stipulated in the Rules of Conduct for the Meeting via eASY.KSEI.
PT Cardig Aero Services Tbk
Menara Cardig 3rd Floor
Jl. Raya Halim Perdanakusuma
Jakarta 13650, Indonesia T. +62 21 8087 5050
www.casgroup.co.id
Page 6
d. GMS Broadcast
(1) Shareholders or their proxies who have registered in eASY.KSEI by the specified deadline
can watch the ongoing Meeting via Zoom webinar by accessing the eASY.KSEI menu
(sub-menu Tayangan RUPS) available on the AKSes platform (https://akses.ksei.co.id/);
(2) The EGMS Broadcast has a capacity of up to 500 (five hundred) participants, where
attendance will be approved on a first-come first-serve basis; shareholders or their
proxies who do not get the opportunity to watch the Meeting via Tayangan RUPS are still
considered lawfully present electronically, and their share ownership and voting choices
will be counted in the Meeting, as long as they have been registered in eASY.KSEI;
(3) Shareholders or their proxies who only watch the Meeting via the Tayangan RUPS but are
not electronically registered as present in eASY.KSEI will not be considered lawfully
present, and their attendance will not be counted in determining the Meeting’s quorum;
(4) Shareholders or their proxies who watch the Meeting via the EGMS Broadcast may submit
questions and/or opinions during the discussion session for each agenda. If the Company
permits by activating the “allow to talk” feature, shareholders or their proxies may express
their questions and/or opinions verbally. The decision to enable the “allow to talk” feature
for discussion on each agenda is the Company’s full discretion and is specified in the
Rules of Conduct for the Meeting via eASY.KSEI.
9. The Notary, assisted by the BAE, will conduct the verification and vote counting based on the
attendance of shareholders, both physically and electronically, for each decision-making process
on every agenda of the Meeting;
10. To ensure the order conduct of the Meeting, Shareholders or their proxies are expected to arrive
no later than 30 (thirty) minutes prior to the commencement of the Meeting.
Jakarta, March 27, 2025
Board of Directors
PT Cardig Aero Services Tbk
Menara Cardig 3rd Floor
Jl. Raya Halim Perdanakusuma
Jakarta 13650, Indonesia T. +62 21 8087 5050
www.casgroup.co.id
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