20241023_TOBA_Pemanggilan RUPS_31748621_lamp1.pdf

       attendance quorum as determined by the Financial Services Authority at the Company's request, and
       the resolutions of the third Independent GMS shall be valid if approved by Independent Shareholders
       representing more than 50% (fifty percent) of the shares held by Independent Shareholders who are
       present at the GMS.

B. Extraordinary General Meeting of Shareholders (“EGMS”) which will be held on:

    Day/Date              : Thursday, November 14, 2024
    Time                  : After the Independent GMS
    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 of the disposal of the Company's assets which constitutes more than 50% (fifty percent) of the
   Company's total net worth within one transaction or more.
   Explanation:
   The first agenda item of the EGMS is to comply with the provisions of Article 14 paragraph 6 of the Articles
   of Association regarding the Company’s Material Transaction Plan, which requires approval at the
   Independent GMS, where the Company’s Material Transaction Plan entails the transfer of more than 50%
   (fifty percent) of the Company’s net assets.
   Further information regarding the Company’s Material Transaction Plan is provided in the Company’s
   Disclosure dated October 7, 2024

   Explanation of the Meeting Quorum
   a. In accordance with Article 14 paragraph 6 letter a of the Company's Articles of Association in conjunction
      with Article 43 of OJK Regulation No.15/2020, the GMS may be held if attended by shareholders
      representing at least 3/4 (three fourths) of the total number of shares with valid voting rights and the
      resolutions are valid if approved by more than 3/4 (three fourths) of the total number of shares with valid
      voting rights present at the GMS.
   b. In the event that the attendance quorum as referred to in Article 14 paragraph 6 letter a of the Company’s
      Articles of Association is not achieved, then, a second GMS may be held provided that the second GMS
      shall be valid and entitled to adopt resolutions if it is attended by shareholders representing at least 2/3
      (two thirds) of the total number of shares with valid voting rights and resolutions are valid if approved by
      more than 3/4 (three quarters) of total number of shares with voting rights present at the GMS.
   c. In the event that the attendance quorum for the second GMS is not achieved, then, a third GMS may be
      held provided that the third GMS shall be valid and entitled to adopt resolutions if attended by
      shareholders of shares with valid voting rights with attendance quorum and voting quorum as
      determined by the Financial Services Authority.

2. Approval of the Company's Share Buyback.
   Explanation:
   The second agenda item of the EGMS is made in connection to the Company's plan to implement a Share
   Buyback in accordance with the provisions of OJK Regulation No. 29/POJK.04/2023.
   The Company has published announcement of the Disclosure Information regarding the proposed Second
   Agenda of this EGMS at the Announcement of the Meeting on October 7, 2024.

   Explanation of the Meeting Quorum
   a. In accordance with Article 88 Law No. 40 of 2007 dated 16 August 2007 regarding Limited Liability
      Companies, EGMS for the agenda of Shares Buyback can be implemented if the EGMS is attended by
      Shareholders representing at least 2/3 (two thirds) of the total shares with valid voting rights, and

      decisions can only be approved by Shareholders representing more than 2/3 (two thirds) of the total
      shares with voting rights who attended the EGMS.
   b. In the event of the first EGMS attendance quorum is not achieved, then the second EGMS will be held
      under the condition whereby the second EGMS is legitimate and entitled to make a decision if the EGMS
      is attended or represented by at least 3/5 of the total shares with voting rights and the decisions are
      valid if approved by more than 1/2 (one half) of the total shares with voting rights attended at the second
      EGMS.
   c. If the attendance quorum at the second EGMS is not achieved, then the third EGMS could be held under
      the condition whereby the third EGMS is legitimate and entitled to make decisions, if attended by
      shareholders of shares with valid voting rights in the quorum and decision quorum set by the Financial
      Services Authority upon 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 (KSEI), and will be implemented in accordance with the provisions of 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 Kustodian Sentral Efek Indonesia (“KSEI”) collective custody
   (script) - whose names are registered in the Register of Shareholders of the Company on October 22, 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: November 13, 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: November
                13, 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
        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: November 14, 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.

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, 23 October 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