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20241128_TOBA_Pemanggilan RUPS_31792204_lamp1.pdf
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PT TBS Energi Utama Tbk
Treasury Tower, Level 33 District 8, SCBD Lot 28
Jl. Jend Sudirman Kav.52-53, Jakarta 12190, Indonesia
Telp. +6221 5020 0353 | Fax. +6221 5020 0352
corsec@tbsenergi.com
INVITATION
THE GENERAL MEETING OF SHAREHOLDERS
PT TBS ENERGI UTAMA Tbk
The Board of Directors of PT TBS Energi Utama Tbk (the “Company”), domiciled in South Jakarta, hereby
invites all Shareholders to attend the Extraordinary General Meeting of Shareholders (“Meeting”) of the
Company, which will be held on:
Day / Date : Friday, 20 December 2024
Time : 09.00 Western Indonesian Time - onwards
Place : Assembly Hall Menara Mandiri Lantai 9, Jl. Jenderal Sudirman Kav 54-55
Jakarta Selatan – 12190.
with the Agenda of the Meeting and the Explanation as follows:
1. Approval in relation to the Company’s intention to conduct Material Transaction in accordance with Financial
Services Authority Regulation Number 17/POJK.04/2020 regarding Material Transaction and Change of
Business Activities.
Explanation:
The Company, through its subsidiary, that is SBT Investment 2 Pte. Ltd, intends to purchase 266,563,184
ordinary shares in Sembcorp Environment Pte. Ltd (“SEPL”) representing 100 per cent of SEPL’s issued
ordinary shares, with a corporate guarantee provided by the Company (“Proposed Transaction”). SEPL
is a company established under Singapore Law which is engaged in a waste management and disposal
business. The Proposed Transaction constitutes a Material Transaction requiring approval from the
shareholders of the Company as stipulated under Financial Services Authority Regulation Number
17/POJK.04/2020 on Material Transaction and Change of Business Activities. Upon the implementation of
the Proposed Transaction, SEPL will become a controlled subsidiary of the Company.
Further information regarding the Company’s Material Transaction Plan is provided in the Company’s
Disclosure dated November 13, 2024
Explanation of the Meeting Quorum
a. The Meeting may be held if at the Meeting, more than 1/2 (one half) of the total number of shares with
valid voting rights and the resolutions are valid if approved by more than 1/2 (one half) of the total
number of shares with valid voting rights present at the Meeting.
b. In the event that the quorum as referred to in letter a is not reached, a second Meeting may be held
provided that the second Meeting is valid and entitled to make decisions if at the Meeting at least 1/3
(one third) of the total shares with voting rights are present or represented.
c. The resolutions of the Meeting as referred to in letters a and b are valid if they are approved by more
than 1/2 (one half) of the total shares with voting rights present at the Meeting.
d. In the event that the quorum of attendance at the second Meeting as referred to in letter b is not reached,
the third Meeting may be held provided that the third Meeting is valid and entitled to make decisions if
attended by shareholders of shares with valid voting rights in the attendance quorum and decision
quorum determined by Otoritas Jasa Keuangan at the request of the Company.
Note:
1. The Company does not send separate invitation to the Shareholders. This Invitation is considered as an
invitation. This invitation constitutes as the official invitation for the Company’s Shareholders.
2. The Company's Meeting will be held physically and electronically using the KSEI Electronic General
Meeting System Application (“eASY.KSEI Application”) provided by Indonesia Central Securities
Depository / PT Kustodian Sentral Efek Indonesia (“KSEI”), and will be implemented in accordance with
the provisions of Financial Services Authority Regulation No. 15/POJK.04/2020 on Preparation and
www.tbsenergi.com
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Implementation of the General Meetings of Shareholders of Public Companies (“POJK No.15/2020”), the
Financial Services Authority Regulation No.16/POJK.04/2020 regarding the Implementation of the
Electronic General Meeting of Shareholders of Public Companies (“POJK No.16/2020”), and the Article of
Association of the Company.
Thus, the Shareholders’ participation in the Meeting can be conducted by choosing one of the following
mechanisms:
a. Attend the meeting physically; or
b. Attend the Meeting electronically through the eASY.KSEI Application; or
c. Attend by authorizing the proxy either through the Electronic Power of Attorney or with the
Conventional Power of Attorney as referred to in point 4 below.
3. The Shareholder who are eligible to attend or be represented in the Meeting, whether physically or
electronically, are the Company’s Shareholders - whose shares are in KSEI’s collective custody (scriptless)
or Shareholders whose shares are not in KSEI collective custody (script) - whose names are registered in
the Register of Shareholders of the Company on November 26, 2024 until 16:00 pm (recording date) (“the
Shareholders”).
4. The Company’s Shareholders which will attend the Meeting by granting power of authority mechanism, the
Company provide the granting power of authority mechanism as follows:
a. Electronic Power of Attorney
The Shareholders may provide electronic power of attorney (“e-Proxy”) to the Securities
Administration Bureau (“BAE”) PT Datindo Entrycom, through the Electronic General Meeting System
KSEI (eASY.KSEI) facility, using the link https://akses.ksei.co.id at the latest 1 (one) working day
before the Meeting is held: December 19, 2024 at 12.00 WIB. Guidelines for registration, usage, and
further explanation in regards to eASY.KSEI may be accessed in eASY.KSEI Application.
b. Conventional Power of Attorney
The Shareholders may grant power of attorney to an Independent Party appointed by the Company,
BAE, or other party appointed by the Shareholders, with due observance to the following provisions:
i). Form of Power of Attorney can be downloaded in the Company’s website using the link
www.tbsenergi.com and the original Power of Attorney must be sent to the office of the Company,
addressed at Treasury Tower Lantai 33, District 8 SCBD Lot. 28 Jl. Jend.Sudirman Kav.52-53,
South Jakarta 12190 or to BAE: PT Datindo Entrycom, Jalan Hayam Wuruk Number 28, Jakarta
10120. The scanned copy of the Power of Attorney must be received by electronic mail
corsec@tbsenergi.com at the latest 1 (one) working day before the Meeting is held: December
19, 2024 at 12.00 WIB, without prejudice the Company’s policy, attached with supporting
documents as mentioned in point iii) and iv) below.
ii). Shareholders can also provide their power of attorney at the venue for the Meeting by bringing
and submitting a copy of their valid identification to the registration officer.
iii). For individual Shareholders, the granting of power of attorney must include a photocopy of the
valid identity copy of the Shareholder and the attorney.
iv). For shareholders in the form of legal entities, the granting of power of attorney must include a
photocopy of the latest articles of association, photocopy of the latest deed of appointment of
members of the Board of Directors and Board of Commissioners, proof of approval/reporting
from/to Minister of Law and Human Rights of Republic of Indonesia regarding the articles of
association and appointment of members of the Board of Directors and Board of Commissioners,
as well as a valid copy of identity of the authorized representative of the grantor and the attorney.
v). If the Power of Attorney for Shareholders is signed:
- within the territory of the Republic of Indonesia, the Power of Attorney must be affixed with
1 (one) IDR10,000 stamp duty and the Grantor's signature must be dated on the stamp;
- outside the territory of Indonesia, the Power of Attorney must be legalized by the local Notary
and by the Embassy of the Republic of Indonesia or the closest consular to the place where
the power of attorney was signed or apostille by the competent authority in the local country
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vi). Members of the Board of Directors, the Board of Commissioners and employees of the Company
may act as proxies in the Meeting, however, the votes they cast as proxies in the Meeting are
not counted in voting. In the event that the Power of Attorney is done electronically, members of
the Board of Directors, the Board of Commissioners and employees of the Company cannot act
as proxies.
5. For Shareholders who choose to attend the Meeting electronically through the eASY.KSEI Application, the
following provisions will be applied:
a. Shareholders can confirm their electronic attendance and cast their vote through the eASY.KSEI
Application from the date of the Meeting’s Invitation the date of the Meeting: December 20, 2024 at the
closing of the electronic registration of the Meeting by the Company.
b. In the event that the Shareholders and/or their authorized Proxies fail to carry out or are late in
conducting the electronic registration process as referred to in number 5, they will be considered not
present in the Meeting and will not be counted as a quorum for the attendance of the Meeting.
6. For Shareholders or their proxies who choose to attend the Meeting physically, then prior to attending the
Meeting room, the Shareholders or their proxies attending the Meeting are required to register with the
registration officers and submit:
a. for Individual Shareholder, a copy of his/her Identity Card (Kartu Tanda Penduduk) or other form of
identification;
b. for Shareholders, which are Legal Entities, please include the documents referred to in point 4.b. iv)
above.
7. Shareholders or their proxies who have been registered in the eASY.KSEI Application can view the ongoing
Meeting via Webinar Zoom through link https://akses.ksei.co.id by accessing eASY.KSEI menu in
“Tayangan RUPS” submenu, with the following provisions:
a. Shareholders or their proxies have been registered in the eASY.KSEI Application;
b. Tayangan RUPS has the maximum capacity of 500 participants, so that the attendance of each
participant will be determined based on the first come first served method;
c. Shareholders or their proxies who have been registered in the eASY.KSEI Application but do not have
the opportunity to view the ongoing Meeting via Webinar Zoom Tayangan RUPS are considered valid
to be present electronically and their share ownership and voting choices will be counted as a quorum
for the attendance of the Meeting;
d. Shareholders or their proxies are advised to use Mozilla Firefox browser to get the best performance
and appearance in using the eASY.KSEI Application and/or Tayangan RUPS, in accordance with the
recommendations from KSEI.
8. In the event after the date of this Invitation there are operational technical changes to the eASY.KSEI
Application or changes to KSEI regulations, guidelines and/or explanations related to holding electronic
Meetings via eASY.KSEI application, then these changes apply to the implementation of the Meeting, and
all arrangements in this note is related to the electronic holding of the Meeting via the eASY.KSEI
Application which is considered to be adjusted to these changes.
9. Meeting materials are available from the date of the Meeting’s Invitation and can be downloaded in the
Company's website www.tbsenergi.com. The Company does not provide the hardcopy of Meeting’s
materials to the Shareholders at the time of the Meeting.
10. Any questions related to the Meeting’s Agenda can be submitted through electronic mail
corsec@tbsenergi.com or conveyed in the Meeting. As long as these questions are relevant, they will be
read out during the discussion of the Meeting agenda.
11. Shareholders or the Attorney who will attend the Meeting physically are expected to be present at the venue
30 (thirty) minutes prior to the commencement of the Meeting.
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12. Other matters that have not been regulated in this Invitation to the Meeting will be determined and regulated
later in the Meeting Rules which will be available on the eASY.KSEI Application and the Company's website
www.tbsenergi.com.
Jakarta, 28 November 2024
Board of Directors
PT TBS Energi Utama Tbk
Address: Treasury Tower level 33, District 8 SCBD Lot.28
Jl. Jend. Sudirman Kav.52-53, South Jakarta 12190, Indonesia
Phone. (+6221) 5020 0353, Fax. (+6221) 5020 0352
E-mail: corsec@tbsenergi.com, website: www.tbsenergi.com
Names mentioned 8 people and organisations named in the text · linked when the evidence is strong
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Financial Services Authority
p.1 ×4
unresolved
org
Pte. Ltd
p.1
unresolved
org
Sembcorp Environment Pte. Ltd
p.1
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.1
unresolved
org
PT Datindo Entrycom
p.2 ×2
unresolved
org
Minister of Law and Human Rights of Republic of Indonesia
p.2
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