Back to announcement
20250313_ARKO_Pemanggilan RUPS_31868646_lamp2.pdf
RUPS notice Text extracted ARKOSource file signed link, expires in 15 minutes
Extracted text 6
Page 1
INVITATION OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS 2025
PT ARKORA HYDRO Tbk
PT Arkora Hydro (the “Company”), cordially invites the shareholders of the Company
("Shareholders") to attend the ANNUAL GENERAL MEETING OF SHAREHOLDERS 2025 (the
"Meeting") which will be held on:
Day / Date : Tuesday / 15 April 2025
Time : 1.00 PM Indonesian Western Time (“IWT”) - finish
Place : Premier Lounge, Prosperity Tower, Level 11, District 8 SCBD Lot 28, Jl. Jend.
Sudirman Kav 52-53, Jakarta 12190, Indonesia
Agenda of Meeting:
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. Determination of Remuneration and Allowances of the Board of Directors of the Company and
Remuneration or Honorarium and/or Allowances of the Board of Commissioners of the Company
for the period of 2025-2026; and
4. 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 Meeting:
Agenda 1 until agenda 4 are regular agendas 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 2023.
Pursuant to paragraph (1) of Article 69 of Law Number 40 of 2007 on Limited
Liability Company ("Company Law") and paragraph (2) letter a and b of Article 19
of the Articles of Association of the Company, the Annual Report shall require 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.
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 Company Law and paragraph (2) letter c
of Article 19 Articles of Association of the Company, determination of the utilization
of the net profits shall be resolved in the GMOS.
Page 2
Agenda 3: Determination of Remuneration and Allowances of the Board of Directors of the
Company and Remuneration or Honorarium and/or 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 Company
Law and paragraph (6) of Article 11 jo. paragraph (2) letter d of Article 19 of the
Company's Articles of Association, (i) the amount of the salary and allowances for
members of the Company's Board of Directors is determined by the decision of the
GMOS and may be delegated to the Board of Commissioners, and (ii) the
provision of the remuneration or honorarium and/or allowances for the Company's
Board of Commissioners shall be determined in the GMOS.
.
Agenda 4: 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 Financial Services Authority (“OJK”)
Regulation No. 15/POJK.04/2020 on the Planning and Holding of General Meeting
of Shareholders of Public Companies and paragraph (2) letter e of Article 19 of the
Company's Articles of Association, the appointment of a public accounting firm to
conduct the audit of the financial statements requires GMOS approval.
Notes:
I. General Requirements
1. This Invitation will serve as the Meeting invitation for the Shareholders to attend the Meeting.
This Invitation can be accessed through the Company’s webpage ( https://www.arkora-
hydro.com/investor#gms ), 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 close at 12.30 PM IWT or 30 minutes before the Meeting starts.
The Shareholders or their proxies who comes after 12.30 PM IWT 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 minutes before the Meeting starts.
4. The materials of the Meeting, have been made available at the Company’s head office at
Treasury Tower Level 9 Unit G-H, District 8 SCBD Lot 28, Jl. Jend. Sudirman Kav 52-53,
Jakarta 12190, Indonesia, (“Company’s Head Office”) starting from the date of this Invitation
until 15 April 2025 at 12.30 PM IWT. The materials of the Meeting can be obtained from the
Company during the office hours and upon a written request from a Shareholders through
email corporate.secretary@arkora.com. Annual Report of the Company is also available on
website of the Company (https://www.arkora-hydro.com/investor#gms).
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 21 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 21
March 2025.
6. In accordance with the Regulation of the 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 Premier Lounge, Prosperity Tower, Level 11, District 8 SCBD Lot 28, Jl. Jend.
Sudirman Kav 52-53, Jakarta 12190, Indonesia and the virtual Meeting by using electronic
Page 3
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 Adimitra Jasa
Korpora (“PT AJK”).
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 Shareholders in the form legal entities are required to submit a copy of its latest
aarticles of aassociation (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 of the Republic Indonesia (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 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 through email
corporate.secretary@arkora.com. The form of power attorney can also be downloaded
from the Company’s website ( https://www.arkora-hydro.com/investor#gms ).
c. All of the executed original copies of the Power of Attorney which have satisfied the
requirements must be received by PT AJK with address Boutique Office Blok F3 No.5, Jl.
Kirana Avenue III, Kelapa Gading, Jakarta Utara, or Corporate Secretary of the Company
with address Treasury Tower Level 9 Unit G-H, District 8 SCBD Lot 28, Jl. Jend. Sudirman
Kav 52-53, Jakarta 12190, Indonesia at the latest 1 (one) business day before the holding
of GMOS, 14 April 2025 at 04.00 PM IWT.
9. One share bestows upon its holder the right to cast one (1) vote. If a Shareholders 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@arkora.com.
11. Regarding the voting procedure for Shareholders or their proxies who are present
electronically or physically, it will be subject to the Meeting Rules of Procedure which will be
provided by the Company, available on the eASY.KSEI system and/or through the Company's
website ( https://www.arkora-hydro.com/investor#gms ), and/or made 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 the Company's website ( https://www.arkora-
hydro.com/investor#gms ), prior to the Meeting.
Page 4
II. Grant a Power of Attorney to PT AJK e-Proxy;
Guidelines for granting power of attorney to PT AJK 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 shareholders. The guidelines for
granting power of attorney above and its explanation can be accessed through the following
link ( https://www.arkora-hydro.com/investor#gms ).
Shareholders can grant the power of attorney to attend and vote via E-Proxy above at the latest
on 14 April 2025.
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 PT AJK.
III. Attend 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 14 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 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 14 April 2025 at 12.00 PM ITW (“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 submit the attendance confirmation but have
yet to vote for minimum 1 (one) of the Meeting agenda through eASY.KSEI system
until 14 April 2025 at 12.00 PM ITW 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 14 April 2025 at 12.00 PM ITW;
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 14 April 2025 at 12.00 PM
ITW.
(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 14 April 2025 at
12.00 PM ITW, 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
Page 5
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, 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 2 (two) minutes. 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 proxy(ies) 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 eASY.KSEI
system. The Company may determine the time policy for direct virtual voting for each
Meeting agenda (with a maximum time of 2 (two) minutes 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 14 April 2025 at 12.00 PM ITW, 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
Page 6
Meeting, to the extent that they have been registered in eASY.KSEI system as stipulated
in point 1 letter i-iii.
(iii) The Shareholders or their proxy(ies) who only participates 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 1 letter i-iii, then the attendance of the Shareholder 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 Shareholder 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, 24 March 2025
PT Arkora Hydro 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
Names mentioned 9 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.2
unresolved
org
Indonesia Stock Exchange
p.2
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.2
unresolved
org
PT Adimitra Jasa Korpora
p.3
unresolved
org
PT AJK
p.3 ×4
unresolved
org
Ministry of Law
p.3 ×2
unresolved
org
Ministry of Law and Human Rights
p.3 ×2
unresolved
org
PT AJK. III.
p.4
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.