20250311_ITMG_Pemanggilan RUPS_31868214_lamp1.pdf

            CONVOCATION OF ANNUAL GENERAL MEETING OF
                         SHAREHOLDERS
                        PT INDO TAMBANGRAYA MEGAH Tbk
                                          (the “Company”)


The Board of Directors of PT Indo Tambangraya Megah Tbk hereby summons the Company's
Shareholders that the Company's Annual General Meeting of Shareholders ("Meeting") will be held on.

 Day                        :    Wednesday, 9 April 2025
 Time                       :    13.30 Western Indonesian Time – onwards
 Venue                      :    Intercontinental Jakarta Pondok Indah
                                 Jalan Metro Pondok Indah Kav. IV TA, Jakarta ,12310*
 Mechanism                  :    Conducted electronically using the Electronic General Meeting System
                                 platform provided by PT Kustodian Sentral Efek Indonesia
                                 (“eASY.KSEI”)
* The attendance venue is designated for the Meeting Chairman, members of the Board of Directors who will
present the Meeting Agenda, the Corporate Secretary, and Supporting Professional Institutions.

The Company hereby encourages all Shareholders to attend the Meeting using the following
mechanisms:

    1. Attend the Meeting electronically via the eASY.KSEI application (https://akses.ksei.co.id/); or

    2. Be represented by another party by granting an electronic proxy or e-Proxy through the
       eASY.KSEI application (https://akses.ksei.co.id/); or

    3. Grant a proxy to an independent representative appointed by the Company by using the Power
       of Attorney Form provided by the Company and downloadable from the Company's official
       website (www.itmg.co.id) from the Meeting Call date up to 1 (one) business day before the
       Meeting date.



 MEETING AGENDA AND EXPLANATIONS
 First Meeting Agenda               Approval of the Annual Report and Ratification of the
                                    Company's Financial Statements for the 2024 Fiscal Year
 Explanations:
 This Agenda Item is presented based on Article 11 paragraph (2) of the Company's Articles of
 Association and Articles 66 paragraph (1), 68 paragraph (3), and 69 paragraph (1) of Law No. 40 of
 2007 concerning Limited Liability Companies ("UUPT").

 The Board of Directors and the Board of Commissioners will report on the Company's performance
 throughout the fiscal year ending December 31, 2024, in the Annual Report and Sustainability Report,
 as well as the Company's performance in the Annual Consolidated Financial Statements for the year
 ending December 31, 2024, which have been audited by the Public Accounting Firm Rintis, Jumadi,
 Rianto and Partners based on their report dated February 26, 2025.

 Furthermore, the Company proposes to the Meeting to grant approval and ratification of the Annual
 Report, including the Board of Commissioners' Supervisory Report, and the Company's Financial

Statements, as well as to grant full release and discharge (volledig acquit et de charge) to the
members of the Board of Directors for their management duties and the Board of Commissioners for
their supervisory duties carried out for the Company in the 2024 fiscal year, provided that these
actions are reflected in the Annual Report and recorded in the Company's Financial Statements, and
are not criminal acts or violations of applicable laws and regulations.

Second Meeting Agenda           Determination of the Company's Net Profit Appropriation for
                                the 2024 Fiscal Year
Explanations:
This Agenda Item is presented in accordance with the provisions of Article 26 Paragraph (1) and
Paragraph (2) of the Company's Articles of Association and Articles 70 and 71 of the UUPT, whereby
the appropriation of the Company's Net Profit is decided by the Annual General Meeting of
Shareholders.

The Company, with prior approval from the Board of Commissioners, has paid an interim dividend
for the first semester of 2024 from net profit, amounting to Rp1,228,- (one thousand two hundred and
twenty-eight Rupiah) per share, which was paid on September 25, 2024.

Third Meeting Agenda            Appointment of a Public Accountant and/or Public Accounting
                                Firm to Audit the Company's Annual Financial Statements for
                                the 2025 Fiscal Year.
Explanations:
This Agenda Item is submitted pursuant to Article 3 Paragraph (1) and Paragraph (4) of the Financial
Services Authority Regulation No. 9 of 2023 concerning the Use of Public Accountant Services and
Public Accounting Firms in Financial Services Activities.

Based on the recommendation of the Company's Audit and Risk Monitoring Committee, the Meeting
will propose the appointment of Public Accountant Mr. Toto Harsono, S.E.,CPA, and Public
Accounting Firm Rintis, Jumadi, Rianto and Partners (a member firm of the PricewaterhouseCoopers
global network), both of whom are registered with the OJK, to audit the Company's books for the
Fiscal Year ending December 31, 2025, and other Financial Statements as required by the Company,
and to authorize the Board of Commissioners and/or the Board of Directors of the Company to take
the necessary actions and arrangements related to the appointment, including determining the
amount of honorarium and other terms related to the appointment of the Public Accountant and the
Public Accounting Firm.

The Curriculum Vitae of the proposed Public Accountant and the Profile of the Public Accounting Firm
can be viewed and downloaded on the Company's official website (www.itmg.co.id).

Fourth Meeting Agenda           Determination of Remuneration for Members of the Board of
                                Commissioners and the Board of Directors of the Company for
                                the 2025 Fiscal Year
Explanations:
a) Determination of remuneration for the Board of Commissioners
   Pursuant to Article 113 of the UUPT, and Article 22 paragraph (8) of the Company's Articles of
   Association, the Company will propose approval of the salaries, honorariums, and allowances
   for the Company's Board of Commissioners and subsequently grant authority and power to the
   President Commissioner to determine the distribution among the members of the Board of
   Commissioners.

 b) Determination of remuneration for the Board of Directors
    Referring to the provisions of Article 96 paragraph (1) of the UUPT, the amount of salaries and
    allowances for the Board of Directors is determined based on the decision of the General Meeting
    of Shareholders. However, in accordance with the provisions of Article 96 paragraph (2) of the
    UUPT and Article 20 paragraph (5) of the Company's Articles of Association, this authority can
    be delegated to the Board of Commissioners.

 Fifth Meeting Agenda              Approval of Changes to the Composition of the Company's
                                   Board of Directors and Board of Commissioners
 Explanations:
 In connection with the expiration of the term of office of the Company's Board of Directors and Board
 of Commissioners, this Agenda Item is submitted pursuant to Article 19 Paragraph (3) and Article 22
 Paragraph (2) of the Company's Articles of Association.

 The profiles of the proposed members of the Company's Board of Directors and Board of
 Commissioners are available on the Company's website (www.itmg.co.id).

SHAREHOLDERS ELIGIBLE TO ATTEND THE MEETING
1) Shareholders entitled to attend or be represented at the Meeting are those Company’s
   Shareholders whose names are recorded in the Company's Shareholder Register as of March 10,
   2025, at 16:00 WIB (Western Indonesian Time) and/or the owners of share balances in the
   securities sub-account at the Collective Depository of PT Kustodian Sentral Efek Indonesia (KSEI)
   at the close of stock trading on the Indonesia Stock Exchange on March 10, 2025.
2) The Meeting will be conducted using the Electronic General Meeting System KSEI application
   ("eASY.KSEI") provided by PT Kustodian Sentral Efek Indonesia ("KSEI"), enabling Shareholders
   to attend through the Electronic General Meeting System application via the link provided by KSEI
   (https://easy.ksei.co.id/egken/). Registration and usage guides, as well as further information about
   eASY.KSEI and AKSes KSEI, can be found on the website: https://akses.ksei.co.id.
3) Shareholders can grant proxies electronically through the eASY.KSEI application. To use the
   eASY.KSEI application, Shareholders can access the eASY.KSEI menu on the AKSes.KSEI facility
   via the link http://akses.ksei.co.id/, observing the following provisions:
    a) Shareholders must inform their presence by means of electronically attendance or appoint their
       proxy and submit their voting choices through the eASY.KSEI application, no later than 12:00
       WIB on 1 (one) business day before the Meeting date.
    b) Shareholders who will attend electronically or grant their proxy electronically to the Meeting
       through the eASY.KSEI application must observe the following:
        (i)     Registration Process.
        (ii)    Process and mechanism to submit question and/or opinion electronically;
        (iii)   Voting process; and
        (iv)    Meeting live broadcast
4) The Company strongly encourages Shareholders to grant their proxy to the Independent Party
   appointed by the Company so that their attendance and voting rights are represented by the
   Independent Party at the Meeting, in the following ways:
    a) Using the Electronic        Proxy   (e-Proxy)    available   in   the   eASY.KSEI    application.
       (http://easy.ksei.co.id).
    b) Downloading the power of attorney available in the Company’s website (www.itmg.co.id) to be
       filled and submitted to the Company no later than April 8, 2025, at 16:00 WIB (Western

        Indonesian Time) through a Securities Administration Bureau appointed by the Company,
        namely:
        PT Datindo Entrycom
        Jl. Hayam Wuruk No. 28, Jakarta 10120
        Telp: +62-21-350 8077.
   c)   The Power of Attorney must be accompanied by a photocopy of the Identity Card (KTP) or other
        valid identification. For Shareholders in the form of a Legal Entity, a photocopy of the Articles of
        Association and the Deed of Amendment of the Latest Management Composition must be
        attached.

   d)   Any member of the Board of Commissioners, Board of Directors, and any employee of the
        Company may act as a proxy for the Shareholders in the Meeting, but any vote they cast as
        proxy in the Meeting will not be counted in the voting including if such person act as the
        Shareholders

   e)   The Shareholders are not allowed to split their authority of some shares to more than one proxy
        with different vote.

MEETING MATERIALS
In accordance with the provisions of OJK Regulation No. 15/POJK.04/2020, The meeting materials for
Shareholders can be obtained on the Company's website (www.itmg.co.id). The Company does not
provide meeting materials and other materials related to the Meeting Agenda in hardcopy form.

The Company encourages Shareholders to first read the Meeting Rules of Conduct including the
electronic Meeting guidelines as available on KSEI eASY system website, for those who will attend
electronically.

QUESTIONS RELATED WITH MEETING AGENDA
The Shareholders who attend the Meeting have the right to submit questions related to the Meeting
Agenda through the Company's email (corsecitm@banpuindo.co.id); and the questions thereof will be
submitted in the Meeting by the authorized proxy and recorded in the Minutes of Meeting as prepared
by the Notary, and the response to those questions will be replied to the Shareholders’ email after the
Meeting.

VOTING RESULT
The Notary will be assisted by the Securities Administration Bureau to validate and calculate votes for
each Meeting Agenda item in every Meeting decision-making on those Agenda items, including those
based on votes submitted by the Shareholders through eASY.KSEI and those submitted during the
Meeting.

OTHERS
1) The Company does not send separate invitation letters to Shareholders, and this Meeting Call
   serves as the official invitation.
2) Any changes and/or additional information related to the implementation procedures of the Meeting
   which has not incorporated under this Invitation will be further updated on the Company’s website.


                                        Jakarta, March 11, 2025

                                  PT Indo Tambangraya Megah Tbk

                                     THE BOARD OF DIRECTORS