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20241217_BIPP_Pemanggilan RUPS_31829660_lamp2.pdf
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PT BHUWANATALA INDAH PERMAI Tbk
Berkedudukan di Jakarta/Domiciled in Jakarta
(“Perseroan”/The "Company")
INVITATION
EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS
PT Bhuwanatala Indah Permai Tbk (hereinafter referred to as 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 : Thursday, January 09, 2025
Time : 15.00 WIB – finished
Place : Graha BIP 11th Floor
Jl. Jenderal Gatot Subroto kav.23
Jakarta Selatan 12930
With the agenda of the Meeting as follows:
1. Approval of Changes to the Composition of the Company's Board of Commissioners and Board of
Directors.
Explanation:
Agenda 1, implemented in connection with the planned changes to the composition of the Company's
Board of Commissioners and Board of Directors.
2. Approval of Changes to the Company's Articles of Association, especially in Article 58 paragraph 1, and
Article 60 paragraph 2, and Article 61 paragraph 1 letter a concerning the duties and responsibilities of
the Board of Directors.
Explanation:
Agenda 2, implemented in connection with the planned changes to the Company's Articles of
Association, especially in Article 58 paragraph 1, and Article 60 paragraph 2, and Article 61 paragraph 1
letter a concerning the duties and responsibilities of the Board of Directors.
Note:
1. The Company does not send special invitations to shareholders, because this Invitation serves as
an official invitation. This Invitation can also be viewed on the Company's website www.bipp.co.id
and the eASY.KSEI application.
2. Materials related to the agenda of the Meeting are available from the date of the Invitation on
December 18, 2024 until the Meeting is held on January 9, 2025, according to the Company's
information above.
3. Every shareholder who is entitled to attend the Meeting is a shareholder whose name is
registered in the Company's Shareholder Register at the close of trading hours on the Stock
Exchange on December 17, 2024.
4. Participation of shareholders in the Meeting can be done through the following mechanisms:
a. physically present at the Meeting; or
b. electronically present at the Meeting through the eASY.KSEI application.
5. Shareholders who can attend directly electronically as referred to in point 4 letter b are local
individual shareholders whose shares are held in KSEI's collective custody.
6. To use the eASY.KSEI application, shareholders can access the eASY.KSEI menu located in the
AKSes facility (https://akses.ksei.co.id/)
7. Before determining their participation in the Meeting, shareholders are required to read the
provisions conveyed through this invitation and other provisions related to the implementation of
the Meeting based on the authority determined by each Company. Other provisions can be seen
through the attached documents in the Meeting Info feature on the eASY.KSEI application and/or
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the Meeting invitation found on the Company's website. The Company has the right to determine
other requirements in connection with the participation of shareholders or their proxies who will
attend the Meeting physically.
8. For shareholders who will attend the Meeting physically or shareholders who will use their voting
rights through the eASY.KSEI application, they can inform their presence or appoint their proxies,
and/or submit their voting choices into the eASY.KSEI application.
9. The deadline for providing a declaration of attendance or power of attorney and vote in the
eASY.KSEI application is 12.00 WIB on 1 (one) working day before the date of the Meeting.
10. For shareholders who will still be physically present at the Meeting, it is mandatory, enforced by
the Company, the following regulations include:
- For Shareholders of the Company whose shares are in Collective Custody at PT KSEI who intend
to attend the Meeting, must register themselves through a member of the stock exchange or
custodian bank holding a securities account at KSEI to obtain a Written Confirmation for the
Meeting ("KTUR").
- Shareholders of the Company or their proxies, both individuals and legal entities who will attend
the Meeting are requested to bring a photocopy of their Identity Card (KTP) or other personal
identification card, power of attorney and KTP of the principal and the person authorized (if
authorized).
- For Shareholders in the form of Legal Entities, please bring a photocopy of the latest Articles of
Association and ratification of the Deed of Establishment or Approval of the latest amendment
to the Articles of Association from the Ministry of Law and Human Rights of the Republic of
Indonesia regarding the latest composition of the management.
- Photocopies of these letters are given to the Company's registration officer before entering the
Meeting room. Specifically for Shareholders in collective custody, they are asked to show the
KTUR to the registration officer before entering the Meeting room.
- Before entering the Meeting room, shareholders or their proxies are required to fill out the
attendance list by showing original proof of identity.
- Always wear a mask while in the Meeting area and room.
- Based on body temperature detection and monitoring, they do not have a body temperature
above 37.3ºC (must be physically healthy).
- Shareholders or their proxies are required to follow the directions of the Meeting committee in
implementing the physical distancing policy while in the building where the Meeting is held.
11. Shareholders who will attend or provide electronic power of attorney to the Meeting through the
eASY.KSEI application must pay attention to the following:
a. Registration Process
i. Local individual shareholders who have not provided a declaration of attendance or power
of attorney in the eASY.KSEI application by the deadline in point 9 and wish to attend the
Meeting electronically are required to register their attendance in the eASY.KSEI application
on the date of the Meeting until the electronic Meeting registration period is closed by the
Company.
ii. Local individual shareholders who have provided a declaration of attendance but have not
provided a minimum vote for 1 (one) Meeting agenda item in the eASY.KSEI application by
the deadline in point 9 and wish to attend the Meeting electronically are required to
register their attendance in the eASY.KSEI application on the date of the Meeting until the
electronic Meeting registration period is closed by the Company.
iii. Shareholders who have given power of attorney to the proxy provided by the Company
(Independent Representative) or Individual Representative but the shareholders have not
given a minimum vote for 1 (one) agenda of the Meeting in the eASY.KSEI application until
the deadline in point 9, then the proxy representing the shareholders is required to register
their attendance in the eASY.KSEI application on the date of the Meeting until the
electronic Meeting registration period is closed by the Company.
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iv. Shareholders who have given power of attorney to the participant/Intermediary proxy
(Custodian Bank or Securities Company) and have given a vote in the eASY.KSEI application
until the deadline in point 9, then the representative of the proxy who has been registered
in the eASY.KSEI application is required to register their attendance in the eASY.KSEI
application on the date of the Meeting until the electronic Meeting registration period is
closed by the Company.
v. Shareholders who have provided a declaration of attendance or given power of attorney to
the proxy provided by the Company (Independent Representative) or Individual
Representative and have given a minimum vote for 1 (one) or all agenda items of the
Meeting in the eASY.KSEI application no later than the deadline in point 9, then the
shareholder or proxy does not need to register attendance electronically in the eASY.KSEI
application on the date of the Meeting. Share ownership will automatically be calculated as
a quorum for attendance and the votes that have been given will automatically be
calculated in the voting for the Meeting.
vi. Delays or failures in the electronic registration process as referred to in numbers i - iv for
any reason will result in the shareholder or proxy being unable to attend the Meeting
electronically, and their share ownership will not be calculated as a quorum for attendance
at the Meeting.
b. Process for Submitting Questions and/or Opinions Electronically
i. Shareholders or proxy have 3 (three) opportunities to submit questions and/or opinions at
each discussion session per agenda item of the Meeting. Questions and/or opinions per
agenda item of the Meeting can be submitted in writing by shareholders or proxies using the
chat feature in the „Electronic Opinions‟ column available on the E-meeting Hall screen in
the eASY.KSEI application. Questions and/or opinions can be submitted as long as the status
of the Meeting in the „General Meeting Flow Text‟ column is “Discussion started for agenda
item no. * +”.
ii. Determining the mechanism for implementing discussions per agenda item of the Meeting
in writing via the E-meeting Hall screen in the eASY.KSEI application is the authority of each
Company and this will be stated by the Company in the Meeting Implementation Rules
through the eASY.KSEI application.
iii. For proxies who are present electronically and will submit questions and/or opinions of their
shareholders during the discussion session per agenda item of the Meeting, they are required
to write the name of the shareholder and the amount of their share ownership followed by
the related questions or opinions.
c. Voting Process
i. The electronic voting process takes place in the eASY.KSEI application on the E-meeting Hall
menu, Live Broadcasting submenu.
ii. Shareholders who are present in person or represented by their proxies but have not yet cast
their votes on the agenda items of the Meeting as referred to in point 11 letter a numbers i -
iii. then the shareholders or their proxies have the opportunity to submit their votes during
the voting period via the E-meeting Hall screen in the eASY.KSEI application opened by the
Company. When the electronic voting period per agenda item of the Meeting begins, the
system automatically runs the voting time by counting down for a maximum of 2 (two)
minutes. During the electronic voting process, the status “Voting for agenda item no * + has
started” will be visible in the „General Meeting Flow Text‟ column. If a shareholder or his/her
proxy does not vote for a particular Meeting agenda item until the Meeting implementation
status shown in the „General Meeting Flow Text‟ column changes to “Voting for agenda item
no * + has ended”, then it will be considered as giving an Abstain vote for the relevant
Meeting agenda item.
iii. Voting time during the electronic voting process is the standard time set in the eASY.KSEI
application. Each Company can determine the policy for direct electronic voting time per
agenda item in the Meeting (with a maximum time of 5 (five) minutes per Meeting agenda
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item) and will be stated in the Meeting Implementation Rules through the eASY.KSEI
application.
d. GMS Broadcast
i. Shareholders or their proxies who have registered with eASY.KSEI no later than the deadline
in point 9 can watch the ongoing Meeting implementation via Zoom webinar by accessing
the eASY.KSEI menu (GMS Broadcast submenu) located in the AKSes facility
(https://akses.ksei.co.id/).
ii. 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 serve basis. For shareholders or their
proxies who do not get the opportunity to watch the implementation of the Meeting
through the GMS Broadcast, they are still considered to be validly present electronically
and their share ownership and voting choices are taken into account in the Meeting, as long
as they have been registered in the eASY.KSEI application as stipulated in point 11 letter a
numbers i - v.
iii. Shareholders or their proxies who only watch the implementation of the Meeting through
the GMS Broadcast but are not registered to be present electronically in the eASY.KSEI
application as stipulated in point 11 letter a numbers i - v, then the presence of the
shareholder or his/her proxies is considered invalid and will not be included in the
calculation of the attendance quorum for the Meeting.
iv. Shareholders or their proxies who watch the implementation of the Meeting through the
GMS Broadcast have a raise hand feature that can be used to ask questions and/or give
opinions during the discussion session per agenda item of the Meeting. If the Company
permits by activating the allow to talk feature, then shareholders or their proxies can
submit questions and/or opinions by speaking directly. Determining the mechanism for
implementing discussions per agenda item of the Meeting using the allow to talk feature
contained in the GMS Broadcast is the authority of each Company and this will be stated by
the Company in the Meeting Implementation Rules through the eASY.KSEI application.
v. To get the best experience in using the eASY.KSEI application and/or the GMS Broadcast,
shareholders or their proxies are advised to use the Mozilla Firefox browser.
Jakarta, December 18, 2024
Board of Directors
PT Bhuwanatala Indah Permai Tbk
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Ministry of Law and Human Rights
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