20241223_UNVR_Pemanggilan RUPS_31830850_lamp2.pdf

    billion eighty million Rupiah) based on the Company’s financial statements as of 30
    September 2024 which has been audited by the Registered Public Accountants of
    Siddharta Widjaja & Rekan (member of KPMG network). Therefore, the Transaction
    constitutes a Material Transaction as regulated in POJK 17/2020 that requires the approval
    of the Shareholders through the Company’s EGMS. Further information regarding the
    Transaction is set out in the Company’s Information Disclosure dated 6 December 2024,
    which has been prepared by the Company based on POJK 17/2020 which can be accessed
    through the Company’s website (https://www.unilever.co.id/files/public-disclosure-
    information-of-material-transaction.pdf).

The Agenda of the GMIS:
Approval of the Company’s plan to carry out the Transaction with the Purchaser, which has an
affiliate relationship with the Company within the meaning of OJK Regulation No.
42/POJK.04/2020 on Affiliate Transactions and Conflict of Interest Transactions (“POJK
42/2020”), where the ultimate holding company of the Company and the Purchaser is the same
party, namely Unilever PLC.

Explanation:
The Company executed a Business Transfer Agreement (the “BTA”) on 22 November 2024 with
the Purchaser in connection with the Transaction.

On the date of signing the BTA, the Purchaser had an affiliate relationship with the Company
within the meaning of POJK 42/2020 where the ultimate holding company of the Company and
the Purchaser is the same party, namely Unilever PLC. However, at the time of implementation
and completion of the Transaction, the Purchaser will no longer have an affiliate relationship
with the Company within the meaning of POJK 42/2020. The Company, therefore, in applying
prudential principles and in the interests of good corporate governance as well as POJK
42/2020, is seeking approval on the Transaction from the Company's Independent
Shareholders at the GMIS.

Further and detailed explanation of the agenda of this Meeting can be accessed through the
Company's website: https://www.unilever.co.id/en/investors/shareholder-information/agms-
egms-information/.

General Provisions:
1. The Company will not provide separate individual invitation to each Shareholder of the
   Company, this invitation is served as an official invitation. This invitation can also be seen
   on, among others, the Company’s website (www.unilever.co.id), PT Bursa Efek Indonesia
   (IDX)’s website (https://idx.co.id/) and PT Kustodian Sentral Efek Indonesia (“KSEI”)’s
   website (https://www.ksei.co.id/) and/or eASY.KSEI platform (https://akses.ksei.co.id/).
2. The Shareholders of the Company who are entitled to attend or represented in the Meeting
   are the Shareholders of the Company whose names are validly recorded in the Register of
   Shareholders of the Company on 20 December 2024 at 16.00 Western Indonesia Time
   ("Authorized Shareholders") or their authorized proxies.
3. The Meeting's agenda material, namely the profile resume of prospective Directors who
   will be proposed at the Meeting, the Rules of Meeting and other documents related to the

     implementation of the Meeting are available and can be accessed and downloaded
     through the Company's website https://www.unilever.co.id/unilever-indonesia/investor-
     relations/shareholder-information/agm-and-egm-related-news/              and/or     eASY.KSEI
     platform (https://akses.ksei.co.id/) until the date of the Meeting. The Company does not
     provide Meeting material in the form of hard copy at the Meeting.
4.   In connection to the implementation of the Meeting through eASY.KSEI as referred above,
     the Shareholders can participate in the Meeting through the following mechanism:
      (a) electronically      attend the      Meeting through the eASY.KSEI application
          (https://akses.ksei.co.id/);
      (b) represented by another party by giving power of attorney electronically through the
          eASY.KSEI application (https://akses.ksei.co.id/) or by giving power of attorney
          conventionally; or
      (c) physically attend the Meeting.
5.   The Shareholders can participate in the Meeting either electronically as described in item
     4 letter (a) above, or by granting electronic proxy (e-Proxy) through the eASY.KSEI
     application as referred to in item 9 letter (a) below, with due observance of the following:
      (a) the Company’s Shareholders that can use the eASY.KSEI application are Shareholders
          whose shares are kept in the collective custody of KSEI;
      (b) Company’s Shareholders must first register for the KSEI Securities Ownership
          Reference facility (“AKSes KSEI”). For the Shareholders that have not been registered,
          please register through the eASY.KSEI's website (https://akses.ksei.co.id/);
      (c) to use the eASY.KSEI application, the Shareholders can go to the eASY.KSEI menu, then
          click     the     eASY.KSEI   Login     sub-menu    found     on  the   AKSes     facility
          (https://akses.ksei.co.id/).
     The manual for registration, usage, as well as further explanation of eASY.KSEI (e-Proxy
     and e-Voting) can be obtained from the eASY.KSEI's website (https://akses.ksei.co.id/).
6.   The Company’s Shareholders or their proxies that will electronically attend the Meeting
     through the eASY.KSEI application as referred to in item 4 letters (a) and (b) above, should
     consider the following provisions:
      (a) the Company’s Shareholders can declare their electronic attendance until 13 January
          2025, 12.00 Western Indonesia Time (“Time Frame for Attendance Declaration”), and
          can cast or change their votes through eASY.KSEI from the date of this Meeting
          invitation until the Time Frame for Attendance Declaration.
      (b) For the followings:
           (i) the Company’s Shareholders that have not declared their electronic attendance
                 until the Time Frame for Attendance Declaration;
           (ii) the Company’s Shareholders that have declared their electronic attendance but
                 have not cast their votes until the Time Frame for Attendance Declaration;
           (iii) the Individual Representatives and the Independent Party appointed by the
                 Company (i.e., PT Sharestar Indonesia as the Company’s Securities Administration
                 Bureau (“BAE”)) that have received powers of attorney from the Company’s
                 shareholders but the Shareholders have not casted their votes until the Time
                 Frame for Attendance Declaration;
           (iv) the KSEI Participants/Intermediaries (Custodian Banks or Securities Companies)
                 that have received powers of attorney from the Company’s Shareholders that
                 have casted their votes through the eASY.KSEI application;

          must register through the eASY.KSEI application on the date of the Meeting from 11.30
          Western Indonesia Time until 13.30 Western Indonesia Time.
      (c) Any delay or failure to complete the electronic attendance registration process for any
          reason will result in the shareholders or their proxies not being permitted to
          electronically attend the Meeting and their share ownership will not be counted in the
          attendance quorum.
7.   The Company’s Shareholders holding the Company’s share in script form can grant power
     through         a   power      of   attorney   available     on   the     Company’s      website:
     https://www.unilever.co.id/.
8.   The Company’s Shareholders or their proxies that will physically attend the Meeting (with
     the maximum capacity of 600 people) as referred to in item 4 letter (c) above are kindly
     requested to provide the registration officer with the original copy of the Written
     Confirmation to Attend the Meeting (Konfirmasi Tertulis Untuk Rapat – "KTUR") and the
     original copy of their Identity Card (Kartu Tanda Penduduk – “KTP”) or any other identity
     card before entering the Meeting room. The representative of the Company’s corporate
     Shareholders, in addition to providing the original copy of the KTUR and the original copy
     of their KTP or any other identity card, must also provide a copy of the latest Articles of
     Association and the deed containing the latest composition of the management of the
     Company they represent. Please also be aware to the Additional Notes set out at the end
     of this invitation.
9.   Any Shareholder of the Company may be represented by a proxy:
      (a) by granting the power of attorney electronically (e-Proxy) through the eASY.KSEI
          application, provided further that such shareholder is required to submit the power of
          attorney and vote, change the proxy and/or decide on the vote to cast on the Meeting
          agenda items, or revoke the power of attorney, all electronically through eASY.KSEI
          from the date of this Meeting invitation until the Time Frame for Attendance
          Declaration; or
      (b) by using a conventional power of attorney in the form as provided on the Company’s
          website (https://www.unilever.co.id/), subject to the following provisions:
           (i) any member of the Board of Directors, the Board of Commissioners, and any
                 employee of the Company may act as a proxy for the Shareholders in the Meeting,
                 but any vote they cast as a proxy will not be counted in the voting;
           (ii) no Shareholder of the Company may grant power to more than one proxy for any
                 part of his/her shares with different votes;
           (iii) if the power of attorney as described in this item 9 letter (b) is signed outside the
                 territory of the Republic of Indonesia, such power attorney must be legalized by
                 the local Public Notary and by the local official representative office of the
                 government of the Republic of Indonesia;
           (iv) the Shareholders may grant power of attorney conventionally to independent
                 party appointed by the Company namely the Securities Administration Bureau
                 representative, PT Sharestar Indonesia ("BAE"); and
           (v) the form of power of attorney can be downloaded from the Company’s website
                 and the completed power of attorney must be delivered to the BAE, having its
                 office at SOPO DEL Office Tower & Lifestyle Tower B Lantai 18, Jl. Mega Kuningan
                 Barat III, Lot 10.1-6, Kawasan Mega Kuningan, Jakarta Selatan 12950, Telp. 021-
                 50815211 (“BAE Office”), on any business day from the date of the Meeting

              Invitation until at the latest 3 (three) working days before the Meeting is held, i.e.,
              on 9 January 2025 until 16.00 Western Indonesia Time.
10. The Company's Shareholders or their proxies can view the ongoing Meeting through a
    Zoom webinar by accessing the eASY.KSEI menu and the Tayangan RUPS (GMS Video
    Streaming) sub-menu on the AKSes facility (https://akses.ksei.co.id/), subject to the
    following:
     (a) The Company’s Shareholders or their proxies have been registered on the eASY.KSEI
         application by no later than 13 January 2025 at 12.00 Western Indonesia Time.
     (b) The GMS Video Streaming has a capacity of up to 500 participants, and the attendance
         of each participant will be determined on a first come first serve basis. The Company’s
         Shareholders or their proxies that cannot view the Meeting through the GMS Video
         Streaming will still be considered as validly attending the Meeting electronically and
         their share ownership and votes will be taken into account in the Meeting as long as
         they have been registered on the eASY.KSEI application.
     (c) The Company’s Shareholders or their proxies that only view the ongoing Meeting
         through the GMS Video Streaming but whose electronic attendance are not duly
         registered on the eASY.KSEI application will not be considered as validly attending the
         Meeting electronically and therefore their attendance will not be counted in the
         attendance quorum for the Meeting.
     (d) To get the best experience in using the eASY.KSEI application and/or the GMS Video
         Streaming, the Shareholders or their proxies are advised to use the Mozilla Firefox
         browser.
11. In relation to the agenda of the GMIS that requires the Independent Shareholders’
      approval, the Independent Shareholders are advised to fill in the Independent
      Declaration Form and sign it on a IDR10,000 stamp duty. The form can be downloaded
      from the Company’s website at https://www.unilever.co.id/en/investors/shareholder-
      information/agms-egms-information/. For the Independent Shareholders that will attend
      electronically or grant electronic power of attorney (e-Proxy), they can download the form
      and submit it to the BAE Office as mentioned in item 9 letter (b) (v) above or via email at
      Ca@sharestar.co.id at the latest 3 (three) working days before the Meeting is held, i.e., on
      9 January 2025 until 16.00 Western Indonesia Time. For the Independent shareholders (or
      their authorised proxy) that will attend physically, they must submit the form before the
      Meeting.

Additional Information:
1)   Shareholders who have been present at the Meeting venue but are prohibited from
     attending or are unable to enter the Meeting room because of the reasons stated in this
     invitation can still exercise their rights by granting their power of attorney (to attend and
     cast their votes in each agenda item of the Meeting) to the independent party appointed
     by the Company (BAE Representative), by filling out and signing the Power of Attorney
     form provided by the Company at the Meeting site.
2)   Considering the health and safety protocol and to facilitate the registration of the
     Shareholders' attendance, the Authorized Shareholders or their authorized
     representatives who will physically attend are kindly requested to present at the meeting
     venue at 13.30 Western Indonesia Time. To ensure that the Meeting is simple, concise and
     fast, the Meeting will start on time and the registration table will close at 13.30 Western

     Indonesia Time or any other time if based on conditions, it is necessary to determine
     otherwise by the Meeting Committee. The Authorized Shareholders or their authorized
     proxies who are present after 13.30 Western Indonesia Time will not be permitted to
     attend the Meeting, and therefore cannot submit proposals and/or questions and cannot
     cast votes at the Meeting.
3)   The Authorized Shareholders or their proxies are required to study the Meeting's material
     and the explanation of Meeting’s agenda and the Rules of Meeting that are available in
     the Company's website. Power of attorney and other supporting documents can be
     downloaded through the Company's website https://www.unilever.co.id/. The Company
     does not provide Meeting's material in the form of hardcopy or softcopy in the form of
     flash disk.
4)   If there is any emergency situation that makes it impossible for the Company to convene
     the Meeting physically, then the Company will hold the Meeting electronically without the
     presence of the Shareholders by giving prior notice to the Company’s Shareholders.
5)   Shareholders or their proxies who will attend the meeting physically are requested to
     register early no later than Monday, January 13, 2025 at 12:00 Western Indonesia Time via
     the following link: https://forms.office.com/e/bKMsUuE1JR
6)   Questions or requests for other information related to the Meeting may be
     submitted/requested to the Company’s email: unvr.indonesia@unilever.com and or BAE’s
     email: sharestar.indonesia@gmail.com.




                               Tangerang, 23 December 2024
                             Board of Directors of the Company