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20241030_MBMA_Pengumuman RUPS_31750713_lamp2.pdf
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ANNOUNCEMENT OF
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT MERDEKA BATTERY MATERIALS TBK
PT Merdeka Battery Materials Tbk (the “Company”) hereby announces to the shareholders
of the Company that the Company will convene an Extraordinary General Meeting of
Shareholders (“EGMS”) which will be held on Friday, 6 December 2024. Furthermore,
shareholders can access the operation of the electronic EGMS through PT Kustodian Sentral
Efek Indonesia’s (“KSEI”) Electronic General Meeting System (“eASY.KSEI”), a system
provided by KSEI as an electronic meeting provider.
In compliance with the provisions of Article 12 paragraph (2) and paragraph (25) of the
Company’s articles of association, Article 52 of the Financial Services Authority (Otoritas Jasa
Keuangan or “OJK”) Regulation No. 15/POJK.04/2020 on Plan and Implementation of
General Meeting of Shareholders of Public Companies (“OJK Regulation 15/2020”) and OJK
Regulation No. 16/POJK.04/2020 on Implementation of Electronic General Meeting of
Shareholders of Public Companies (“OJK Regulation 16/2020”), an invitation for the EGMS,
which includes the EGMS’ agendas will be announced on the website of the Indonesia Stock
Exchange (“IDX”), the website of the Company, and the website of eASY.KSEI on 14
November 2024.
Pursuant to the provisions of Article 13 paragraph 6 of the Company’s articles of association
and Article 23 of OJK Regulation 15/2020, the shareholders who are entitled to attend the
EGMS are those whose names are listed in the Company’s Shareholders Register (recording
date) on 13 November 2024 and/or the shareholders of the Company listed in the securities
sub-account of KSEI during the closing of shares trading in the IDX on 13 November 2024.
Due to the observance of OJK Regulation 15/2020 and OJK Regulation 16/2020, the
Company urges shareholders to attend electronically or by providing a power of attorney for
attendance and their vote electronically through the eASY.KSEI facility as a mechanism of
electronic power of attorney provision (e-Proxy). Further explanation of the procedure and
method of the electronic authorization will be conveyed in the EGMS invitation.
Recommendation of agenda from the shareholders of the Company can be included in the
EGMS’ agenda if it fulfils the following requirements under Article 12 paragraphs (18) and
paragraph (19) of the Company’s articles of association with due observance of Article 16 of
OJK Regulation 15/2020, as follows:
1. the proposal is submitted in writing to the Board of Directors of the Company by one
or more shareholders jointly representing at least 1/20 (one-twentieth) or more of the
total issued shares with valid voting rights;
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2. the proposal is received by the Board of Directors of the Company at no later than 7
(seven) calendar days prior to the invitation date of the EGMS; and
3. The proposal must: (a) be conducted in a good faith; (b) consider the interest of the
Company; (c) be an agenda that requires a resolution of the EGMS; (d) enclose the
reasons and materials for the proposed agenda of the EGMS; and (d) not contravene
with the prevailing laws and regulations and the Company’s articles of association.
In connection with one of the agenda items in the EGMS that requires the approval of the
independent shareholders, in the event that the required quorum of attendance of the
independent shareholders is not obtained at the first meeting, the next meeting is planned to
be held within a period of no later than 10 (ten) days and no later than 21 (twenty-one) days
after the first meeting is held.
The decision-making quorum regarding the agenda at the EGMS that requires the approval of
independent shareholders is as follows:
1. The meeting may be held if the meeting is attended by more than 1/2 (one-half) of the
total shares with valid voting rights owned by independent shareholders and
shareholders who are not affiliated with the Company, members of the board of
directors, members of the board of commissioners, major shareholder, or controlling
shareholders (“Independent Shareholders”).
2. The decision of the meeting as referred to in number 1 is valid if it is approved by more
than 1/2 (one-half) of the total shares with valid voting rights owned by the Independent
Shareholders.
3. In the event that the quorum as referred to in number 1 is not reached, the second
meeting may be held if the meeting is attended by more than 1/2 (one-half) of the total
shares with valid voting rights owned by the Independent Shareholders.
4. The decision of the second meeting is valid if it is approved by more than 1/2 (one-
half) of the total shares with valid voting rights owned by the Independent Shareholders
who are present at the second meeting.
5. In the event that the quorum of attendance at the second meeting as referred to in
number 3 is not reached, the third meeting may be held provided that the third meeting
is valid and entitled to make decisions if attended by the Independent Shareholders of
shares with valid voting rights, in a quorum of attendance determined by the OJK at
the request of the Company.
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6. The decision of the third meeting is valid if it is approved by the Independent
Shareholders representing more than 50% (fifty percent) of the shares owned by the
Independent Shareholders who are present at the third meeting.
In this regard, the Company convey the announcement of this Meeting.
Jakarta, 30 October 2024
PT MERDEKA BATTERY MATERIALS TBK
Board of Directors
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PT Kustodian Sentral Efek Indonesia
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PT Kustodian Sentral Efek Indonesia’s
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Financial Services Authority
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Indonesia Stock Exchange
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