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20260608_MTEL_Pemanggilan RUPS_32098781_lamp3.pdf
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INVITATION
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
AND
ANNUAL GENERAL MEETING OF SHAREHOLDERS
FINANCIAL YEAR 2025
PT DAYAMITRA TELEKOMUNIKASI TBK
Number: Tel. 2928/LP 210/DMT-10000000/2026
The Board of Directors of PT Dayamitra Telekomunikasi Tbk (“Company”) herewith invites all of the Company’s shareholders
to attend the Extraordinary General Meeting of Shareholders (“EGMS”) and Annual General Meeting of Shareholders
(“AGMS”) of the Company (hereinafter EGMS and AGMS collectively referred to as “Meeting”) to be held in online, pursuant
to the provisions of Financial Services Authority Regulation (“POJK”) Number 15/POJK.04/2020 on the Planning and
Implementation of General Meeting of Shareholders of Public Companies (“POJK No. 15/2020”) and POJK Number 14 of
2025 on Implementation of Electronic General Meetings of Shareholders, General Meeting of Bondholders, and General
Meeting of Sukuk Holders (“POJK No. 14/2025”), on:
Day / Date : Tuesday / 30 June 2026
Time : 14.00 WIB - closing
Venue and Mechanism : South Jakarta
Accessing the Electronic General Meeting System KSEI (“eASY.KSEI”) in the
https://akses.ksei.co.id/ link provided by PT Kustodian Sentral Efek Indonesia
(“KSEI”).
The EGMS of the Company will be held on the following agenda:
1. Approval of the proposed merger between the Company, PT Persada Sokka Tama and PT Ultra Mandiri
Telekomunikasi, as set forth in the merger plan
Explanation:
This agenda is held in connection with the proposed merger between the Company, PT Persada Sokka Tama (“PST”),
and PT Ultra Mandiri Telekomunikasi (“UMT”), with the Company as the surviving entity (“Merger”) as set forth in
the Abridged Merger Plan published on 8 May 2026 (as supplemented and/or amended in accordance with applicable
laws and regulations) (“Abridged Merger Plan”). Furthermore, this agenda is being held to comply with the provisions
of Article 17 of POJK No. 74/POJK.04/2016 of 2016 on the Merger or Consolidation of Public Companies (“POJK No.
74/2016”), under which a merger must obtain the approval of the general meeting of shareholders (“GMS”).
Therefore, the Company proposes to the EGMS to approve the proposed Merger, including the implementation
thereof and any actions necessary in connection with the Merger.
2. Approval of the amendments to the Company’s articles of association resulting from the Company’s merger,
including the review of the feasibility study regarding the addition of the Company’s business activities as a result
of the Merger
Explanation:
This agenda is held in connection with the amendments to the Company’s articles of association as a result of the
Merger in accordance with the provisions of Article 19 of Law No. 40 of 2007 on Limited Liability Companies as
supplemented and/or amended from time to time (“Company Law”). This includes the discussion of a feasibility study
regarding the addition of the Company’s business activities as a result of the Merger. Accordingly, the Company
proposes to the EGMS to approve the amendment to Article 3 of the Company’s articles of association as an
implication of the Merger.
PT Dayamitra Telekomunikasi Tbk
Gedung Telkom Landmark Tower Lantai 25-27 Tower 2
Jl. Gatot Subroto Kav.52 Jakarta 12710 Indonesia
t : +62 21-27933363
www.mitratel.co.id
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3. Approval of the Company’s shares buyback held by shareholders who object to the Merger subject to the
limitations and provisions under the POJK No. 29 of 2023 on the Buyback of Shares Issued by Publicly Traded
Companies (“POJK No. 29/2023”)
Explanation:
This agenda is held in connection with the provisions agreed upon in the Abridged Merger Plan which stipulates that
the shareholders of the Company who do not approve the implementation of the Merger shall be given the
opportunity to sell their shares back to the Company. Accordingly, the Company proposes that the EGMS approve
the buyback of the shares from shareholders who do not agree with the Merger, subject to the limitations and
provisions under the Company Law and POJK No. 29/2023.
The AGMS of the Company will be held on the following agenda:
1. Approval of Annual Report for Financial Year of 2025, including Board of Commissioner’s Supervision Duty
Implementation Report
Explanation:
This agenda is held to present the annual report for the financial year ended 31 December 2025, including the Board
of Commissioner’s supervision duty implementation report. In addition, this agenda is held to comply with Article 18
paragraph (9) of the Company’s articles of association and Articles 66 paragraph (1) and 69 paragraph (1) of the
Company Law.
2. Ratification of the Company’s Financial Statement for Financial Year of 2025 and the Full Discharge of Liability
(volledig acquit et de charge) of the Board of Directors for their management of the Company and to the Board of
Commissioners for their supervisory actions of the Company that have been carried out during the Financial Year
of 2025
Explanation:
This agenda is held to ratify the Company’s financial statements for the financial year ended 31 December 2025, as
well as to grant full discharge of liability (volledig acquit et de charge) to the Board of Directors for their management
of the Company and to the Board of Commissioners for their supervisory actions carried out during the financial year
of 2025. In addition, this agenda is held to comply with Article 18 paragraph (9) of the Company’s articles of
association and Article 69 paragraph (1) of the Company Law.
3. Determination on Utilization of the Company’s Net Profit for Financial Year of 2025
Explanation:
This agenda is held to discuss the proposal regarding the determination of the Company’s net profit earned during
the financial year of 2025. In addition, this agenda is held to comply with Article 21 paragraph (2) letter b and Article
26 of the Company’s articles of association as well as Article 71 of the Company Law.
4. Determination of Remuneration (salary for the Board of Directors and honorarium for the Board of Commissioners,
facility and benefit) for Year 2026, as well as Tantiem for Financial Year of 2025
Explanation:
This agenda is held to seek approval for the determination of salary for the Board of Directors and honorarium for
the Board of Commissioners, including other facility and benefit for year 2026, as well as tantiem for financial year of
2025 for the Board of Directors. In addition, this agenda is held to comply with Article 11 paragraph (19) of the
PT Dayamitra Telekomunikasi Tbk
Gedung Telkom Landmark Tower Lantai 25-27 Tower 2
Jl. Gatot Subroto Kav.52 Jakarta 12710 Indonesia
t : +62 21-27933363
www.mitratel.co.id
Page 3
Company’s articles of association, Article 96 of the Company Law, Article 14 paragraph (30) of the Company’s articles
of association, and Article 113 of the Company Law.
5. Appointment of Public Accounting Firm to conduct an Audit of the Company’s Consolidated Financial Statements
for Financial Year of 2026, including Internal Control Audit of Financial Report
Explanation:
This agenda is held to discuss the appointment of Public Accounting Firm that will conduct the audit of the Company’s
consolidated financial statements for financial year of 2026 and the internal control over financial reporting audit. In
addition, this agenda is held to comply with Article 21 paragraph (2) letter c of the Company’s articles of association,
Article 59 POJK No. 15/2020, and Article 3 of POJK No. 9 of 2023 on Utilization of the Services of Public Accountant
and Public Accounting Firms in Financial Services Activities. The appointment of Public Accounting Firm who will
examine the Company’s Financial Statements for Financial Year of 2026 including the Internal Control Audit on the
Reporting proposed by the Board of Commissioners to be further decided by the AGMS.
6. Discussion of the Feasibility Study regarding the Addition of the Company’s Business Activities under Article 3
paragraph (2) of the Company’s Articles of Association with reference to and in accordance with POJK No.
17/POJK.04/2020 concerning Material Transactions and Changes in Business Activities (“POJK No. 17/2020”)
Explanation:
This agenda is held to discuss the feasibility study relating to changes in the Company’s business activities (in the form
of additional business activities). In addition, this agenda is held to comply with Article 22 paragraph (1) letter b and
paragraph (3) of POJK No. 17/2020.
7. Amendment to Article 3 of the Company’s Articles of Association in relation to the Addition of the Company’s
Business Activities and Adjustment to the 2025 Indonesian Standard Industrial Classification (Klasifikasi Baku
Lapangan Usaha Indonesia or “KBLI”)
Explanation:
This agenda is held in connection with the amendment to Article 3 of the Company’s articles of association to add
the Company’s business activities and to align the Company’s KBLI with the 2025 KBLI. In addition, this agenda is held
to comply with Article 25 paragraph (5) of the Company’s articles of association, Article 19 of the Company Law,
Article 42 POJK No. 15/2020, and Article 5 of Statistics Indonesia Regulation No. 7 of 2025 on the Indonesian Standard
Industrial Classification.
8. Changes in the Company’s Management Composition
Explanation:
This agenda is held to seek approval for the changes and/or reaffirmation of the composition of the Board of Directors
and Board of Commissioners of the Company. In addition, this agenda is held to comply with Article 11 paragraph
(10) of the Company’s articles of association, Article 3 POJK No. 33/POJK.04/2014 on the Board of Directors and Board
of Commissioners of Issuers or Public Companies (“POJK No. 33/2014”), Article 14 paragraph (12) of the Company’s
articles of association, and Article 23 of POJK No. 33/2014.
Notes:
1. This invitation shall be deemed as an official invitation of the Meeting to the Company’s shareholders based on the
provisions of Article 23 paragraph (7) of the Company’s articles of association and Article 17 paragraph (1) POJK No.
15/2020, therefore Board of Directors will not send a separate invitation to the Company’s shareholders.
PT Dayamitra Telekomunikasi Tbk
Gedung Telkom Landmark Tower Lantai 25-27 Tower 2
Jl. Gatot Subroto Kav.52 Jakarta 12710 Indonesia
t : +62 21-27933363
www.mitratel.co.id
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2. Those who are eligible to attend and vote in the Meeting shall be the Company’s shareholders whose names are
registered in the Company’s Shareholders Register 1 (one) business day prior to the Meeting invitation as stipulated
in Article 25 paragraph (7) letter a of the Company’s articles of association and Article 23 paragraph (2) POJK No.
15/2020 on 5 June 2026 until 16.15 Western Indonesia Time.
3. Considering the provisions of POJK No. 15/2020 and POJK No. 14/2025, therefore:
a. The Company suggests the shareholders whose shares are kept in the collective custody of KSEI to attend the
Meeting or provide their proxy through the eASY.KSEI, provided that the proxy is not a member of the Board
of Directors, Board of Commissioners, and Employees of the Company, with the following procedures:
1) The shareholders must first be registered with KSEI Securities Ownership Reference facility (“KSEI
AKSes”). If the shareholders are not yet registered, please register by visiting the akses.ksei.co.id
website;
2) For the shareholders who have been registered as KSEI AKSes users, may provide their power of
attorney electronically through eASY.KSEI by logging in to KSEI AKSes (akses.ksei.co.id);
3) The period on which the shareholders may declare their proxy and its vote, make changes to the
appointment of the proxy and/or to the votes for each agenda of the Meeting, or revoke the power of
attorney, is from the date of the Meeting invitation to no later than 1 (one) business day prior to the
date of the Meeting on 29 June 2026 at 12.00 Western Indonesia Time; and
4) Guidance for registration, utilization, and further explanation regarding eASY.KSEI is also uploaded in
our Company’s website at https://www.mitratel.co.id/.
b. The Shareholders who own shares in the form of scrip are allowed to be physically present at the Meeting.
4. Before entering the Meeting room, the Company’s shareholders or its proxies are required to submit a copy of their
identity card (Kartu Tanda Penduduk) or other personal identification document to the registration staff. For the
shareholder in the form of a legal entity shall be required to submit a copy of its articles of association and its
amendments that are still in effect, along with the latest composition of the management of such legal entity.
5. The shareholders who are unable to attend the EGMS may be represented by their proxy with the following
procedures:
a. The shareholders who are unable to attend can be represented by their proxy by bringing a valid power of
attorney enclosed with a copy of respective identification documents of the authorizer and the attorney,
provided that:
1) based on Article 25 paragraph (12) of the Company’s articles of association, members of the Board of
Directors, Board of Commissioners and Employees of the Company can act as the proxy in the Meeting,
but the votes they cast as a proxy at the Meeting shall not be calculated in the voting; and
2) based on Article 25 paragraph (11) of the Company’s articles of association and Article 48 of POJK No.
15/2020, the Company’s shareholders may not extend the power of attorney to more than one proxy
for a portion of the shares owned by them with a different vote.
b. The power of attorney form can be downloaded through the Company’s website and will be available from
the date of this EGMS notice.
PT Dayamitra Telekomunikasi Tbk
Gedung Telkom Landmark Tower Lantai 25-27 Tower 2
Jl. Gatot Subroto Kav.52 Jakarta 12710 Indonesia
t : +62 21-27933363
www.mitratel.co.id
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6. Materials with respect to the EGMS agenda (“Meeting Material”) can be downloaded on the Company’s website at
https://www.mitratel.co.id/ starting from the date of this Meeting Invitation. The Company does not provide EGMS
Material in the form of hardcopy or flash disks, we only provide QR Code to access the Company’s website and
information on the website address where the Meeting Material is available.
7. To facilitate the arrangement and orderliness of the Meeting, the shareholders or its proxies are kindly requested to
be present at the Meeting venue at least 30 (thirty) minutes before the Meeting begins.
8. The Company does not provide food and beverages, as well as souvenirs.
Jakarta, 8 June 2026
PT Dayamitra Telekomunikasi Tbk
Board of Directors
PT Dayamitra Telekomunikasi Tbk
Gedung Telkom Landmark Tower Lantai 25-27 Tower 2
Jl. Gatot Subroto Kav.52 Jakarta 12710 Indonesia
t : +62 21-27933363
www.mitratel.co.id
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Financial Services Authority
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PT Kustodian Sentral Efek Indonesia
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PT Persada Sokka Tama
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