20260604_FITT_Pemanggilan RUPS_32097082_lamp2.pdf

Independent General Meeting of Shareholders Agenda
1. Approval by Independent Shareholders for the acquisition transaction of shares representing
    50% (fifty percent) of PT Venturi Tambang Perkasa shares owned by PT Sheng Yue Hengli
    by the Company, which constitutes a material transaction and affiliated transaction as referred
    to in POJK 17/2020 and Financial Services Authority Regulation Number 42/POJK.04/2020
    concerning Affiliated Transactions and Conflict of Interest Transactions (“POJK 42/2020”).

Explanation of the Meeting Agenda:

Explanation of the AGMS Agenda
1. The 1st AGMS agenda, is proposed in order to comply with the provisions of the Company’s
    Articles of Association and Law No. 40 of 2007 concerning Limited Liability Companies as
    amended by Law No. 6 of 2023 concerning the Stipulation of Government Regulation in Lieu
    of Law No. 2 of 2022 concerning Job Creation into Law (“Company Law”), whereby the
    Company’s Annual Report including the Supervisory Report of the Board of Commissioners
    and the ratification of the Company’s Financial Statements shall be resolved by the General
    Meeting of Shareholders (“GMS”).
2. The 2nd AGMS agenda, is proposed in order to comply with the provisions of the Company
    Law, whereby the appropriation of the Company’s net profit/loss shall be resolved by the GMS.
3. The 3rd AGMS agenda, is proposed in order to comply with the provisions of the Company’s
    Articles of Association and the Company Law, whereby the determination of remuneration in
    the form of salaries or honorarium and other allowances for members of the Board of Directors
    and Board of Commissioners of the Company shall be resolved by the GMS.
4. The 4th AGMS agenda, is proposed in order to comply with the provisions of Financial
    Services Authority Regulation Number 15/POJK.04/2020 concerning the Planning and
    Implementation of General Meetings of Shareholders of Public Companies (“POJK 15/2020”),
    whereby the appointment of a Public Accountant and/or Public Accounting Firm to audit the
    Company’s Financial Statements for the financial year ending on 31 December 2026 and/or
    other audits required by the Company shall be carried out based on approval or delegation of
    authority by the GMS.

Explanation of the EGMS Agenda
1. The 1st EGMS agenda, is proposed in order to comply with the provisions of the Company’s
    Articles of Association and the Company Law, whereby amendments to the Articles of
    Association shall be resolved by the GMS.
2. The 2nd EGMS agenda, is proposed in order to comply with the provisions of the Company’s
    Articles of Association and the Company Law, whereby amendments to the Articles of
    Association shall be resolved by the GMS.
3. The 3rd EGMS agenda, is proposed in order to comply with the provisions of the Company’s
    Articles of Association, the Company Law, Financial Services Authority Regulation Number
    17/POJK.04/2020 concerning Material Transactions and Changes in Business Activities
    (“POJK 17/2020”), and Central Statistics Agency Regulation Number 7 of 2025 concerning
    Indonesian Standard Industrial Classification, whereby changes in business activities must first
    obtain approval from the GMS, and to provide explanations to the Shareholders regarding the
    feasibility study of the proposed change in the Company’s business activities as well as the
    adjustment of the Company’s KBLI to the 2025 KBLI.
4. The 4th EGMS agenda, is proposed in order to comply with the provisions of the Company’s
    Articles of Association and the Company Law, whereby amendments to the Articles of
    Association shall be resolved by the GMS.


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5.   The 5th EGMS agenda, is proposed in order to comply with the provisions of the Company
     Law, whereby changes in control shall be resolved by the GMS.
6.   The 6th EGMS agenda, is proposed pursuant to POJK 17/2020 in connection with the
     Company’s plan to sell or transfer (divest) all of its share ownership in the Company’s
     subsidiaries, namely PT Bumi Majalengka Permai and PT Fitra Amanah Wisata. This planned
     transaction as a whole constitutes a material transaction requiring GMS approval as referred
     to in POJK 17/2020 because the transaction value exceeds 50% (fifty percent) of the
     Company’s equity. In connection with this agenda item, the Company has disclosed and
     submitted the Disclosure of Information simultaneously with the Meeting Announcement on 20
     May 2026.
7.   The 7th EGMS agenda, is proposed in order to comply with the provisions of the Company’s
     Articles of Association, the Company Law, and Financial Services Authority Regulation
     Number 33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of
     Issuers or Public Companies, whereby changes in the composition of the members of the
     Board of Directors and/or Board of Commissioners of the Company must obtain approval from
     the GMS.

Explanation of the Independent GMS Agenda
1. The Independent GMS agenda item is proposed pursuant to POJK 17/2020 in connection with
    the acquisition of shares representing 50% (fifty percent) of the shares of PT Venturi Tambang
    Perkasa owned by PT Sheng Yue Hengli by the Company and pursuant to Financial Services
    Authority Regulation Number 42/POJK.04/2020 concerning Affiliated Transactions and
    Conflict of Interest Transactions (“POJK 42/2020”). This planned transaction as a whole
    constitutes a material transaction requiring GMS approval as referred to in POJK 17/2020
    because the transaction value exceeds 50% (fifty percent) of the Company’s equity and
    constitutes an affiliated transaction requiring approval from the Independent GMS as referred
    to in POJK 42/2020. In connection with this agenda item, the Company has disclosed and
    submitted the Disclosure of Information simultaneously with the Meeting Announcement on 20
    May 2026.

Notes:
1. The Company will not send separate invitations to the Shareholders. This Invitation constitutes
    an official invitation to attend the Meeting. This Invitation is published on the website of PT
    Kustodian Sentral Efek Indonesia (“KSEI”) through the Electronic General Meeting System
    KSEI application (“eASY.KSEI”), the website of PT Bursa Efek Indonesia (“IDX”), and the
    Company’s website www.fitratbk.co.id;
2. Shareholders entitled to attend the Meeting are those whose names are registered in the
    Company’s Register of Shareholders and/or shareholders whose shares are deposited in
    KSEI’s Collective Custody as of the close of trading of the Company’s shares on the Indonesia
    Stock Exchange on 3 June 2026 at 16:00 WIB (the “Eligible Shareholders”);
3. The Meeting will be conducted both physically and electronically through the eASY.KSEI
    application provided by KSEI, in accordance with Financial Services Authority Regulation No.
    14 of 2025 on the Electronic Implementation of General Meetings of Shareholders, General
    Meetings of Bondholders, and General Meetings of Sukuk Holders (“POJK 14/2025”);
4. In connection with the electronic implementation of the Meeting through eASY.KSEI,
    Shareholders may participate in the Meeting by:
    a. attending electronically through the eASY.KSEI application;
    b. attending physically; or
    c. being represented by proxy using the proxy form available on the Company’s website
        www.fitratbk.co.id;

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5.  The Company encourages Eligible Shareholders to attend the Meeting or to grant a power of
    attorney to the Company’s Securities Administration Bureau (“BAE”), PT Bima Registra,
    through the eASY.KSEI facility accessible at https://akses.ksei.co.id/, provided by KSEI as an
    electronic proxy mechanism in the Meeting process;
6. Shareholders who attend the Meeting outside the eASY.KSEI mechanism may download and
    complete the proxy form available on the Company’s website www.fitratbk.co.id, and submit it
    by email with the subject “Proxy for FITT GMS” to rups@bimaregistra.co.id. The original proxy
    form must be submitted directly or by registered mail to the Company’s BAE at Satrio Tower,
    9th Floor, Jl. Prof. Dr. Satrio Block C4, Setiabudi, South Jakarta, no later than 1 (one) business
    day prior to the Meeting date;
7. Local individual shareholders whose shares are deposited in KSEI’s Collective Custody may
    attend and exercise their voting rights electronically (“E-Voting”) through the eASY.KSEI
    system managed by KSEI;
8. Shareholders or their proxies attending the Meeting electronically through eASY.KSEI are
    subject to the following conditions:
    a. Shareholders may declare their electronic attendance no later than 1 (one) business day
         prior to the Meeting date at 12.00 WIB (the “Attendance Declaration Deadline”), and
         may cast their votes through eASY.KSEI from the date of this Invitation until the opening
         of each respective Meeting agenda item;
    b. Shareholders and/or their representatives who have not declared attendance by the
         Attendance Declaration Deadline, or who have declared attendance but have not cast at
         least one vote, as well as Individual Representatives, Independent Parties, or KSEI
         Participants/Intermediaries (Custodian Banks or Securities Companies) who have
         received proxies but whose shareholders have not cast at least one vote, must register
         through eASY.KSEI on the Meeting date no later than 08.00 WIB;
    c. Any delay or failure in the electronic registration process for any reason will result in the
         Shareholder or proxy being unable to attend the Meeting electronically, and their share
         ownership will not be counted toward the quorum of attendance;
9. Shareholders or their proxies attending the Meeting physically must submit the required
    documents to the registration officer before entering the Meeting room:
    a. for individual shareholders: a copy of their Identity Card (KTP) or other valid identification;
    b. for corporate shareholders: a copy of the latest articles of association (including the
         relevant approval/acknowledgment from the Minister of Law) and the latest deed of
         appointment of the Board of Directors and Board of Commissioners (including the relevant
         acknowledgment); and
    c. for shareholders whose shares are deposited in KSEI’s Collective Custody: a Written
         Confirmation for the Meeting (KTUR), obtainable from the securities company or custodian
         bank where the shareholder maintains its securities account;
    d. If a shareholder or their proxies have stated or registered their attendance electronically,
         but then physically attend the Meeting, the Company will cancel the electronic attendance
         of the shareholder or their proxies via the eASY.KSEI application;
    e. Shareholders are advised that physical attendance is limited to a maximum of 35 (thirty-
         five) people. Shareholders who arrive early will be entitled to entry until the quota is
         reached.
10. The Notary, assisted by the Company’s BAE, will verify and count the votes for each Meeting
    agenda item, including votes cast electronically through eASY.KSEI;
11. Each share entitles its holder to cast 1 (one) vote. If a Shareholder holds more than 1 (one)
    share, the vote cast shall apply to all shares owned by such Shareholder;



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12. Shareholders or their proxies may observe the Meeting through a Zoom webinar by accessing
      the eASY.KSEI menu and the GMS Broadcast submenu on the AKSes KSEI website, subject
      to the following conditions:
      a. the Shareholder or proxy must be registered in eASY.KSEI;
      b. the GMS Broadcast is limited to 500 (five hundred) participants on a first come, first served
           basis. Shareholders or proxies who are unable to access the broadcast will still be deemed
           validly present electronically, and their share ownership and votes will be counted,
           provided they are properly registered in eASY.KSEI;
      c. Shareholders or proxies who only observe the Meeting through the broadcast but are not
           electronically registered in eASY.KSEI shall not be deemed present and will not be
           counted toward the quorum;
      d. for optimal use of eASY.KSEI and/or the GMS Broadcast, the Mozilla Firefox browser is
           recommended;
13.   Guidelines for registration, usage, and further information regarding eASY.KSEI are available
      at easy.ksei.co.id and akses.ksei.co.id;
14.   Meeting materials are available from the date of this Invitation and may be downloaded from
      the Company’s website www.fitratbk.co.id. The Company will not provide printed copies of the
      Meeting materials at the Meeting venue;
15.   For the orderly conduct of the Meeting, Shareholders or their proxies are requested to register
      no later than 30 (thirty) minutes prior to the commencement of the Meeting. Shareholders or
      proxies arriving after the registration is closed will not be permitted to attend the Meeting;
16.   Any matters not stipulated in this Invitation shall be further determined and regulated in the
      Meeting rules, which will be available in eASY.KSEI and on the Company’s website
      www.fitratbk.co.id.

                                     Majalengka, 4 June 2026
                                       Board of Directors
                                  PT Hotel Fitra International Tbk




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