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20250227_WINR_Pemanggilan RUPS_31865097_lamp2.pdf
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INVITATION TO
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT WINNER NUSANTARA JAYA Tbk (“COMPANY”)
The Board of Directors of the Company hereby invites the Shareholders of the Company to
attend the Extraordinary General Meeting of Shareholders (the “Meeting”) which will be held
on:
Day/Date : Friday, 21 March 2025
Waktu : 14.00 Western Indonesian Time - finish
Place : Ibis Hotel Jakarta Harmoni
(Batavia Room)
Jl. Hayam Wuruk No. 35, Jakarta Pusat
Agenda of the Meeting:
1. Approval of the changes to the use of funds obtained from the public offering.
Explanation:
In accordance with Article 9 paragraph 1 point b of the Financial Services Authority
Regulation Number 30/POJK.04/2015 regarding Realization Reports on the Use of
Public Offering Proceeds, Issuers that wish to make changes to the use of public
offering proceeds must obtain prior approval from the Meeting.
General provisions:
1. This meeting invitation is an official invitation in accordance with the provisions of
Article 52 paragraph 1 of POJK 15/2020 juncto Article 21 paragraph 11 a (i) of the
Company's Articles of Association, hence, separate invitations to the Company's
Shareholders are no longer required.
2. Shareholders of the Company who are entitled to attend or be represented in the GMS
are the Shareholders whose names are recorded in the Shareholder Register on
Wednesday, 26 February 2025, at 16:00 PM WIB.
3. The Meeting will be conducted electronically using the eASY.KSEI application
provided by PT Kustodian Sentral Efek Indonesia ("KSEI"), in accordance with the
Financial Services Authority Regulation No. 16/POJK.04/2020 regarding the
Implementation of Electronic General Meetings of Shareholders of Public Companies
("POJK 16/2020") juncto Article 24 of the Company's Articles of Association.
4. In relation to the organization of the Meeting through the eASY.KSEI application as
mentioned above, Shareholders' participation in the Meeting can be carried out
through the following mechanisms:
a. Participating electronically in the Meeting or granting electronic proxy through the
eASY.KSEI application;
b. Physically attending the Meeting; or
c. Granting proxy using the written proxy form as referred to in number 10 letter (b)
of these General Provisions.
5. Shareholders who participate electronically or provide electronic proxies (e-Proxy)
through the eASY.KSEI application as referred to in number 4 letter a of these General
Provisions must observe the following:
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a. Shareholders of the Company eligible to use the eASY.KSEI application are
shareholders whose shares are held in collective custody by KSEI;
b. Shareholders of the Company must first be registered in the KSEI Securities
Ownership Reference Facility ("AKSes KSEI"). For Shareholders who are not yet
registered, please first register through the website (https://akses.ksei.co.id/);
c. To use the eASY.KSEI application, Shareholders can access the eASY.KSEI
menu, submenu Login eASY.KSEI located in the AKSes KSEI facility
(https://akses.ksei.co.id/).
6. Shareholders of the Company or their proxies who will attend electronically through
the eASY.KSEI application as referred to in number 4 letter a of these General
Provisions, please pay attention to the following:
a. Shareholders of the Company can declare their attendance electronically until 20
March 2025, at 12:00 PM WIB ("Attendance Declaration Deadline"), and cast their
votes through eASY.KSEI from the date of this invitation until the Attendance
Declaration Deadline.
b. For:
i. Shareholders of the Company who have not declared their attendance
electronically by the deadline as referred to in number 6 letter a of these
General Provisions;
ii. Shareholders of the Company who have declared their attendance
electronically but have not cast their votes until the Attendance Declaration
Deadline;
iii. Representatives of Shareholders and independent parties appointed by the
Company (PT Bima Registra as the Company's Securities Administration
Bureau ("BAE")) who have received proxies from Shareholders, but the
relevant Shareholders have not determined their voting preferences until the
Attendance Declaration Deadline;
iv. Participants of KSEI/Intermediaries (Custodian Banks or Securities
Companies) who have received proxies from Shareholders of the Company
who have determined their voting preferences in the eASY.KSEI application;
are required to register through the eASY.KSEI application on the Meeting date
from 07.00 WIB to 13.45 WIB.
c. Delay or failure in the electronic registration process for any reason will result in
Shareholders or their proxies being unable to attend the Meeting electronically
and their share ownership will not be counted in the quorum of attendance.
7. For Shareholders of the Company in the form of certificates/scripts, you can provide
proxies using the available written proxy form format provided on the Company's
website (www.winnernusantarajaya.id).
8. For Shareholders of the Company or their proxies who intend to attend the Meeting
physically as referred to in number 4 letter b of these General Provisions, the
Shareholders of the Company or their proxies must submit to the registration officer
the original Written Confirmation for the Meeting (hereinafter referred to as "KTUR")
and the original Identity Card (hereinafter referred to as "KTP") or other identification
before entering the Meeting room. For proxies of Shareholders of the Company in the
form of legal entities, in addition to submitting the original KTUR and a photocopy of
the KTP or other identification, they must also submit a photocopy of the latest Articles
of Association and the latest appointment deed of the Board of Directors of the legal
entity they represent.
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9. In the event that a Shareholder or their proxy has declared or registered their
attendance electronically, but subsequently attends the Meeting physically, the
Company will cancel the Shareholder's or proxy's electronic attendance as registered
in the eASY.KSEI application.
10. Shareholders of the Company may be represented by their proxies in the following
ways:
a. By providing electronic proxy (e-Proxy) through the eASY.KSEI application as
referred to in number 4 letter a of these General Provisions, with the condition that
Shareholders must submit proxies and/or its votes, make changes to the
appointment of proxy recipients and/or voting choices for Meeting agenda items,
or revoke proxies electronically through the eASY.KSEI application from the date
of this invitation until the Attendance Declaration Deadline;
b. By using the available written proxy form format provided on the Company's
website (www.winnernusantarajaya.id), with the following conditions:
i. Shareholders of the Company are not allowed to grant proxies to more than
one proxy for a portion of their shareholding with different votes;
ii. In case the proxy form referred to in number 10 letter b of these General
Provisions is signed outside the territory of the Republic of Indonesia, the
proxy form must be apostilled by authorized institution;
iii. The proxy form format can be downloaded from the Company's website and
when completed, it must be submitted to the Company's Securities
Administration Bureau (BAE) at the following address:
BAE : PT BIMA REGISTRA
Address : Blok C4, Satrio Tower, Jl. Prof. DR. Satrio 9th Floor,
South Jakarta, DKI Jakarta 12950
on any business day from the date of the Meeting invitation until the latest by
Tuesday, 18 March 2025, at 16:00 PM WIB.
c. If members of the Board of Directors, Board of Commissioners, and employees of
the Company act as proxies in the Meeting, the votes they cast will not be counted
in the voting process.
11. The materials related to the Meeting are available and accessible through the
Company's website (www.winnernusantarajaya.id) from the date of this Meeting
invitation until the day of the Meeting.
12. Shareholders of the Company or their proxies can observe the ongoing Meeting via
Zoom webinar by accessing the eASY.KSEI menu, "GMS Broadcast" submenu,
available in the AKSes KSEI facility (https://akses.ksei.co.id/) or through the "GMS
Broadcast" menu on the mobile AKSes KSEI application, with the following conditions:
a. Shareholders of the Company or their proxies must be registered in the
eASY.KSEI application no later than 20 March 2025, at 12:00 PM WIB.
b. The GMS broadcast has a capacity of up to 500 participants, where the
attendance of each participant will be determined on a first-come-first-served
basis. Shareholders of the Company or their proxies who do not have the
opportunity to observe the Meeting via GMS Impressions will still be considered
validly present electronically, and their share ownership and voting preferences
will be counted in the Meeting, as long as they have registered in the eASY.KSEI
application.
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c. Shareholders of the Company or their proxies who only observe the Meeting via
GMS broadcast but are not registered as present electronically in the eASY.KSEI
application will be considered invalidly present and will not be included in the
calculation of the Meeting's quorum.
13. To have the best experience using the eASY.KSEI application and/or GMS
broadcast, shareholders or their proxies are advised to use the Mozilla Firefox web
browser.
14. If there are any technical operational changes to the eASY.KSEI application or
changes to regulations, guidelines, and/or explanations from KSEI related to the
conduct of electronic Meetings through the eASY.KSEI application after the date of
this invitation, then such changes will apply to the conduct of the Meeting, and all
provisions in these General Provisions related to the conduct of electronic Meetings
through the eASY.KSEI application are considered adjusted accordingly to those
changes.
Notes:
Shareholders or their proxies can attend the Meeting electronically or physically. Shareholders
or their proxies who physically attend the Meeting are required to adhere to the protocols at
the Meeting venue established by the Company, including the following:
1) Shareholders of the Company or their proxies are respectfully requested to be at the
Meeting venue by 13.30 WIB so that the Meeting can start on time. Registration will be
closed at 13.45 WIB. Shareholders or proxies of Shareholders who arrive after registration
is closed will be considered absent, therefore unable to propose motions and/or
questions, and will not be able to vote in the Meeting.
2) The Company does not provide souvenirs, food, and drinks.
3) If there are any changes and/or additions to the information regarding the Meeting
procedures, it will be announced on the Company's website
(www.winnernusantarajaya.id).
4) In case of an emergency situation that prevents the Company from holding the Meeting
physically, the Company will conduct the Meeting electronically without Shareholder
attendance, with prior notification provided to the Shareholders of the Company.
Batam, 27 February 2025
PT WINNER NUSANTARA JAYA Tbk
Board of Directors
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Financial Services Authority
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PT Kustodian Sentral Efek Indonesia
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PT Bima Registra
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