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20260608_SOTS_Pemanggilan RUPS_32098636_lamp2.pdf

RUPS notice Text extracted SOTS

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Page 1
                                     INVITATION TO
                       ANNUAL GENERAL MEETING OF SHAREHOLDERS
                        PT SATRIA MEGA KENCANA Tbk (“COMPANY”)


The Board of Directors of the Company hereby invites the Shareholders of the Company to attend the
Annual General Meeting of Shareholders (the “Meeting”) which will be held on:
        Day/Date : Tuesday, 30 June 2026
        Time         : 15.00 p.m. Western Indonesian Time - finish
        Place        : Jalan Panglima Polim No. 28
                        Pulo, Kebayoran Baru
                        South Jakarta


Agenda of the Meeting:
  1. Approval of the Annual Report including Board of Director’s Report and the Board of
      Commissioners’ Report on its Supervisory Duties, as well as ratification of the Company's
      Consolidated Financial Statements for the financial year ended December 31, 2025.
      Explanation:
      According to Article 19, paragraph 2 and paragraph 3 of the Company's Articles of Association
      in conjunction with Article 69 of Law Number 40 of 2007 concerning Limited Liability
      Companies ("the Company Law"), the Company's Financial Statements and the Board of
      Commissioners' Report on its Supervisory Duties need approval from the General Meeting of
      Shareholders (GMS). In this agenda item, the Company will provide explanation to the
      shareholders regarding the Company’s business activities for the financial year ended
      December 31, 2025 and the Company's financial position as stated in Company’s the Financial
      Statement for the financial year ended December 31, 2025; and the Company's Board of
      Directors shall seek approval from GMS to approve the Company's Annual Report for the
      financial year ended December 31, 2025, including the Company's Financial Statements for
      the financial year ended December 31, 2025 and Supervisory Duties Report of the Company's
      Board of Commissioners for the fiscal year ending December 31, 2025; and to grant release
      and discharge to all members of the Board of Directors for their management actions and to
      the members of the Company's Board of Commissioners for their supervisory actions taken
      during the financial year ended December 31, 2025, as long as these actions are recorded in
      the Company's Annual Report and Financial Statements for the financial year ended
      December 31, 2025, along with their supporting documents.

   2. Determination of remuneration for the members of the Company’s Board of Directors and
      Board of Commissioners for the 2026 financial year.
      Explanation :
       In accordance with the provisions of Article 11 paragraph 6, and Article 14 paragraph 6, of
       the Company’s Articles of Association, in conjunction with Articles 96 and 113 of the
       Limited Liability Companies Act, the salaries and allowances for members of the Board of
       Directors, as well as the salaries or honoraria and allowances for members of the Board of
       Commissioners, shall be determined by the General Meeting of Shareholders. In this
       agenda item, the Company will seek the approval of the General Meeting of Shareholders
       to determine the remuneration for members of the Board of Directors and the Board of
       Commissioners of the Company serving during the 2026 fiscal year.
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   3. Appointment of Registered Public Accounting Firm (including Registered Public Accountant
      that is a member of a Registered Public Accounting Firm) to audit/examine the Company's
      books for financial year ended December 31, 2026.
      Explanation:
      In accordance with Article 19 paragraph 2 letter c of the Company's Articles of Association in
      conjunction with Article 59 of the Financial Services Authority Regulation Number
      15/POJK.04/2020 of 2020 regarding the Plan and Conduct of General Meetings of
      Shareholders of Public Companies ("POJK 15/2020") and Article 3 of the Financial Services
      Authority Regulation Number 9 of 2023 concerning The Use of Public Accountant and Public
      Accounting Firm Services in Financial Services Activities, the appointment and dismissal of
      public accountants and/or public accounting firms to audit the annual historical financial
      information must be decided in GMS considering the proposal from the Board of
      Commissioners. In this agenda item, the Company’s Board of Directors propose to delegate
      the authority to appoint Public Accountant and/or Public Accounting Firm to the Company’s
      Board of Commissioners with due observance to the recommendation from the Audit
      Committee.

   4. Changes in the composition of the Company's Board of Directors and/or Board of
      Commissioners.
      Explanation:
      In accordance with the provisions of Financial Services Authority Regulation No.
      33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Issuers
      or Public Companies, the appointment and/or dismissal of members of the Board of Directors
      and/or Board of Commissioners of the Company must be approved by the General Meeting
      of Shareholders.


General provisions:
1. This meeting invitation is an official invitation in accordance with the provisions of Article 52
   paragraph 1 of POJK 15/2020 in conjunction with Article 21 paragraph 4 of the Company's
   Articles of Association, hence, separate invitations to the Company's Shareholders are no longer
   required.
2. Shareholders of the Company who are entitled to attend or be represented in the GMS are the
   Shareholders whose names are recorded in the Shareholder Register on Friday, June 5, 2026, at
   16:00 PM WIB.
3. The electronic meeting will be conducted using the eASY.KSEI application provided by PT
   Kustodian Sentral Efek Indonesia (‘KSEI’) in accordance with Financial Services Authority
   Regulation No. 14 of 2025 concerning General Meetings of Shareholders (GMS), General
   Meetings of Bondholders (RUPO), and General Meetings of Sukuk Holders (RUPSU)
   electronically (“POJK No. 14/2025”) in conjunction with Article 18 of the Company's Articles of
   Association.
4. In relation to the organization of the Meeting through the eASY.KSEI application as mentioned
   above, Shareholders' participation in the Meeting can be carried out through the following
   mechanisms:
   a. Participating electronically in the Meeting or granting electronic proxy through the
        eASY.KSEI application;
   b. Physically attending the Meeting; or
   c. Granting proxy using the written proxy form as referred to in item 10 letter (b) of these
        General Provisions.
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5.   Shareholders who participate electronically or provide electronic proxies (e-Proxy) through the
     eASY.KSEI application as referred to in item 4 letter a of these General Provisions must observe
     the following:
     a. Shareholders of the Company eligible to use the eASY.KSEI application are shareholders
          whose shares are held in collective custody by KSEI;
     b. Shareholders of the Company must first be registered in the KSEI Securities Ownership
          Reference Facility ("AKSes KSEI"). For Shareholders who are not yet registered, please first
          register through the website (https://akses.ksei.co.id/);
     c. To use the eASY.KSEI application, Shareholders can access the eASY.KSEI menu, submenu
          Login eASY.KSEI located in the AKSes KSEI facility (https://akses.ksei.co.id/).
     Guidance on registration, usage, and further explanations regarding the eASY.KSEI application
     (e-Proxy and e-Voting) can be accessed on the website on the website (https://akses.ksei.co.id/).
6.   Shareholders of the Company or their proxies who will attend electronically through the
     eASY.KSEI application as referred to in item 4 letter a of these General Provisions, please pay
     attention to the following:
     a. Shareholders of the Company can declare their attendance electronically until June 29,
          2026, at 12:00 PM WIB ("Attendance Declaration Deadline"), and cast their votes through
          eASY.KSEI from the date of this invitation until the Attendance Declaration Deadline.
     b. For:
          i. Shareholders of the Company who have not declared their attendance electronically by
               the deadline as referred to in item 6 letter a of these General Provisions;
          ii. Shareholders of the Company who have declared their attendance electronically but
               have not cast their votes until the Attendance Declaration Deadline;
          iii. Representatives of Shareholders and independent parties appointed by the Company
               (PT Adminitra Jasa Korpora as the Company's Securities Administration Bureau
               ("BAE")) who have received proxies from Shareholders, but the relevant Shareholders
               have not determined their voting preferences until the Attendance Declaration
               Deadline;
          iv. Participants of KSEI/Intermediaries (Custodian Banks or Securities Companies) who
               have received proxies from Shareholders of the Company who have determined their
               voting preferences in the eASY.KSEI application;
              are required to register through the eASY.KSEI application on the Meeting date from
              14.00 WIB to 15.00 WIB.
     c. Delay or failure in the electronic registration process for any reason will result in
          Shareholders or their proxies being unable to attend the Meeting electronically and their
          share ownership will not be counted in the quorum of attendance.
7.   For Shareholders of the Company in the form of certificates/scripts, you can provide proxies
     using the available written proxy form format provided on the Company's website
     www.satriamegakencana.com.
8.   For Shareholders of the Company or their proxies who wish to attend the Meeting in person as
     referred to in point 4 letter b of these General Provisions, the Shareholders or their proxies are
     required to submit to the registration officer the original Written Confirmation for the Meeting
     (hereinafter referred to as ‘KTUR’), the original and a photocopy of their Identity Card
     (hereinafter referred to as ‘KTP’) or other form of identification before entering the Meeting
     room. For proxies of Shareholders in the form of legal entities, in addition to submitting the
     original KTUR and a photocopy of their KTP or other form of identification, they must also submit
     a photocopy of the latest articles of association and the latest deed of appointment of the
     management of the legal entity they represent.
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9.  In the event that a Shareholder or their proxy has declared or registered their attendance
    electronically, but subsequently attends the Meeting in person, the Company will cancel the
    Shareholder's or proxy's electronic attendance as registered in the eASY.KSEI application.
10. Shareholders of the Company may be represented by their proxies in the following ways:
    a. By providing electronic proxy (e-Proxy) through the eASY.KSEI application as referred to in
         item 4 letter a of these General Provisions, with the condition that Shareholders must
         submit proxies and/or its votes, make changes to the appointment of proxy recipients
         and/or voting choices for Meeting agenda items, or revoke proxies electronically through
         the eASY.KSEI application from the date of this invitation until the Attendance Declaration
         Deadline;
    b. By using the available written proxy form format provided on the Company's website
         www.satriamegakencana.com, with the following conditions:
         i. Shareholders of the Company are not allowed to grant proxies to more than one proxy
              for a portion of their shareholding with different votes;
         ii. In case the proxy form referred to in item 10 letter b of these General Provisions is
              signed outside the territory of the Republic of Indonesia, the proxy form must be
              apostilled by authorized institution;
         iii. The proxy form format can be downloaded from the Company's website and when
              completed, it must be submitted to the Company's Securities Administration Bureau
              (BAE) as follows :
                                              PT Adimitra Jasa Korpora
                             Kirana Boutique Office Blok F3 No. 5, Jl. Kirana Avenue III
                                         Kelapa Gading, North Jakarta 14250
                                Telp. 021-29745222 (Hunting), Fax : 021-29289961
                                            Email : opr@adimitra-jk.co.id

                on any business day from the date of the Meeting invitation until the latest by Friday,
                June 26, 2026, at 16:00 PM WIB.
    c. If members of the Board of Directors, Board of Commissioners, and employees of the
        Company act as proxies in the Meeting, the votes they cast will not be counted in the voting
        process.
11. The materials related to the Meeting are available and accessible through the Company's website
    www.satriamegakencana.com from the date of this Meeting invitation until the day of the
    Meeting.
12. Shareholders of the Company or their proxies can observe the ongoing Meeting via Zoom
    webinar by accessing the eASY.KSEI menu, "GMS Broadcast" submenu, available in the AKSes
    KSEI facility (https://akses.ksei.co.id/) or through the "GMS Broadcast" menu on the mobile
    AKSes KSEI application, with the following conditions:
    a. Shareholders of the Company or their proxies must be registered in the eASY.KSEI
        application no later than 29 June 2026, at 12:00 PM WIB.
    b. 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-served basis. Shareholders of the
        Company or their proxies who do not have the opportunity to observe the Meeting via GMS
        Impressions will still be considered validly present electronically, and their share
        ownership and voting preferences will be counted in the Meeting, as long as they have
        registered in the eASY.KSEI application.
    c. Shareholders of the Company or their proxies who only observe the Meeting via GMS
        broadcast but are not registered as present electronically in the eASY.KSEI application will
        be considered invalidly present and will not be included in the calculation of the Meeting's
        quorum.
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13. To have the best experience using the eASY.KSEI application and/or GMS broadcast,
    shareholders or their proxies are advised to use the Mozilla Firefox web browser.
14. If there are any technical operational changes to the eASY.KSEI application or changes to
    regulations, guidelines, and/or explanations from KSEI related to the conduct of electronic
    Meetings through the eASY.KSEI application after the date of this invitation, then such changes
    will apply to the conduct of the Meeting, and all provisions in these General Provisions related
    to the conduct of electronic Meetings through the eASY.KSEI application are considered adjusted
    accordingly to those changes.

Notes:
Shareholders or their proxies can attend the Meeting electronically or physically. Shareholders or
their proxies who physically attend the Meeting are required to adhere to the protocols at the
Meeting venue established by the Company, including the following:
1) Shareholders of the Company or their proxies are respectfully requested to be at the Meeting
     venue by 14.00 WIB so that the Meeting can start on time. Registration will be closed at 15.00
     WIB. Shareholders or proxies of Shareholders who arrive after registration is closed will be
     considered absent, therefore unable to propose motions and/or questions, and will not be able
     to vote in the Meeting.
2) The Company does not provide souvenirs, food, and drinks.
3) If there are any changes and/or additions to the information regarding the Meeting procedures,
     it will be announced on the Company's website www.satriamegakencana.com.

                                          Jakarta, June 8, 2026
                                           Board of Directors

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Names mentioned 5 people and organisations named in the text · linked when the evidence is strong

linked org SATRIA MEGA KENCANA Tbk p.1 ×2
unresolved org Financial Services Authority p.2 ×4
unresolved org PT Kustodian Sentral Efek Indonesia p.2
unresolved org PT Adminitra Jasa Korpora p.3
unresolved org PT Adimitra Jasa Korpora Kirana Boutique Office p.4

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