20240903_CNTX_Pemanggilan RUPS_31721151_lamp2.pdf

     connection with the plan to replace one member of the Board of Directors and two members of the
     Company’s Board of Commissioners.
     The first agenda item of the EGM needs to be discussed and approved by the EGM with a special quorum
     for attendance and a quorum for resolutions, namely only Independent Shareholders. Meanwhile, the
     second agenda item of the EGM needs to be discussed and approved after the first agenda item of the EGM
     has been approved.
     The attendance quorum and resolution quorum for the AGM and EGM are as described in point 3 below.
2.   In connection with the AGM and EGM, the Company does not send an invitation to shareholders of the
     Company, so that the publication of this notice is the official invitation for all shareholders of the
     Company.
3.   Attendance Quorum and Resolution Quorum
     a. AGM
          The presence of shareholders who hold/own more than 1/2 (one half) of the total number of shares
          issued by the Company with their valid voting rights or legal proxies is required. Resolutions shall be
          adopted based on deliberation to reach consensus. If resolutions based on deliberation to reach
          consensus is not reached, then resolutions for all agenda items of the AGM shall be adopted by voting
          based on the affirmative votes of the shareholders or their proxies representing more than 1/2 (one
          half) of the number of votes legally cast at the AGM.
     b. EGM
          i. First Agenda Item: the presence of more than 1/2 (one half) of the total shares with valid voting
               rights owned by Independent Shareholders is required, and the resolutions are valid if those are
               approved by more than 1/2 (one half) of the total shares with legal voting rights owned by
               Independent Shareholders.
          ii. Second Agenda Item: the presence of shareholders representing at least 2/3 (two thirds) of all
               shares with valid voting rights that have been issued by the Company and/or their legal proxies is
               required and resolutions are valid if approved by the shareholders representing more than 2/3
               (two thirds) of the total shares with valid voting rights who are present or legally represented at
               the EGM.
          If the quorum of attendance of the Independent Shareholders in the EGM held on 25 September 2024
          required to decide the Go Private Plan is not achieved, by referring to the provisions of Article 44 of
          the Regulation of the Indonesia Financial Services Authority Number 15/POJK.04/2020 concerning
          Planning and Organizing General Meetings of Shareholders of Public Companies, the Company will
          hold a Second EGM with the quorum of attendance as explained below, and if the required attendance
          quorum for the Second EGM is not achieved, the Company will hold a Third EGM, with the following
          conditions:
          Second EGM
          The Second EGM could be held if it is attended by the Independent Shareholders representing more
          than 1/2 (one-half) of all shares with valid voting rights owned by the Independent Shareholders and
          the resolutions are taken based on affirmative votes of the Independent Shareholders representing
          more than 1/2 (one-half) of all shares owned by the Independent Shareholders who are present.
          Third EGM
          The Third EGM could be held with the provision that the Third EGM is valid and entitled to adopt
          resolution if it is attended by Independent Shareholders of shares with legal voting rights, in the
          quorum of attendance determined by the OJK at the request of the Company. The resolutions of the
          Third EGM are valid if those are approved by the Independent Shareholders representing more than
          50% (fifty percent) of the shares owned by the Independent Shareholders who are present.
4.   The materials related to the AGM and EGM, including the Company’s Annual Report and the Company’s
     Financial Statements for the accounting year ended on 31 March 2024, the Information Disclosure to
     Shareholders in connection with the Go Private Plan and other documents related to the organizing of the
     AGM and EGM are available and can be accessed and downloaded through the Company's website:
     https://www.toray.co.id/ as from the date of this notice until the holding of the AGM and EGM, those will
     not be provided in the form of hardcopy at the meeting.

5.   The shareholders who are entitled to be present at the AGM/EGM are the Company’s shareholders whose
     names are registered in the Register of Shareholders of the Company on 2 September 2024 at 16:00
     Western Indonesia Time or their lawful attorney, provided that specifically for the first agenda of the EGM,
     namely regarding the Go Private Plan, the number of shares counted in determining the attendance quorum
     and in decision making are only shares owned by Independent Shareholders.
6.   The Company’s shareholders whose shares have not been deposited in the Collective Depository who will
     attend the AGM/EGM, are requested to present the original Shares Collective Certificate or submit its copy
     and the copy of their Identity Card (Kartu Tanda Penduduk/KTP) or other identity card to the Registration
     Officer of the Company prior to entering the AGM/EGM.
7.   Conferring of Power of Attorney
     The conferring of power of attorney by the Entitled Shareholders shall be made as follows:
      (a) Those who have scripless shares, conferring of power of attorney are to attend and vote at the
          AGM/EGM to a representatives of the Company’s Shares Registrar, PT. Adimitra Jasa Korpora (the
          “Shares Registrar") through an Application for the Electronic GMS Implementation or e.ASY.KSEI
          (electronic general meeting system) which can be accessed through the link https://akses.ksei.co.id/
          provided by KSEI as a mechanism for electronic authorization (e-proxy) in the convening of the AGM
          and EGM. E-Proxy can be made from the date of this notice until 24 September 2024 at 12.00 Western
          Indonesia Time.
     (b) Those who have shares with scrip, conferring of power of attorney are to attend and vote in the
          AGM/EGM to:
          (i) a representative of the Shares Registrar or one provided by the Company as an independent party.
               The original Power of Attorney, accompanied by a photocopy of the Identity Card (KTP) or other
               identity card sent to:
               a. the Shares Registrar at the address: Kirana Boutique Office Blok F3 number 5, Jl. Kirana
                    Avenue III, Kelapa Gading, Jakarta Utara 14250, Phone: (021) 29745222 Fax.: (021)
                    29289961 (the ”Shares Registrar’s Office”); or
               b. the Company, at the address: Jl. Raya Bogor Km 27, Ciracas, Jakarta Timur, Telp.: (021)
                    8710724, 8710301 Fax.: (021) 8711401 (the “Company’s Office”),
               not later than 1 (one) business day prior to the AGM/EGM, namely 24 September 2024 at the
               latest at 16.00 Western Indonesia Time; or
          (ii) other party as they wish, provided that such other party is not a member of the Board of Directors,
               a member of the Board of Commissioners or a Company’s employee. The proxies are requested
               to bring a valid Power of Attorney by attaching a photocopy of the identity of the authorizer and
               the proxy. In accordance with Article 48 of the OJK Rule 15/2020, in voting, the votes cast apply
               to all shares owned and therefore the granting of power of attorney cannot be made to more than
               one proxy for a portion of the number of shares with different votes.
          -Forms of power of attorney and statement letter of Independent Shareholders required for the
          discussion and decision making for the first agenda item of the EGM can be downloaded on the
          Company's website: https://www.toray.co.id/. If the power of attorney for shareholders is signed
          outside Indonesia, the power of attorney must be legalized by local notary where the letter the power
          of attorney is signed.
          -The proxies will only be permitted to attend the AGM/EGM after being declared valid as the proxy of
          the shareholders who are registered as Eligible Shareholders.
8.   The Company’s shareholders which are legal entities (“Legal Entity Shareholders”) can be represented in
     the AGM/EGM by a person (persons) having authority to represent and act for and on behalf of the Legal
     Entity Shareholders in accordance with the Articles of Association of the Legal Entity Shareholders.
     Kindly requested to send:
     (a) copies of the Articles of Association of the Legal Entity Shareholders prevailing at the date of the
          AGM/EGM are held, and
     (b) copy of the Minutes of General Meeting of Shareholder or other document related to the appointment
          of members of the Board of Directors or management of the Legal Entity Shareholders having their
          offices at the time the AGM/EGM are held, together with the evidence of notification and registration
          of their appointment to the competent authority,

    to the Company’s Office at the address mentioned in letter a of item 7.(b) point (i).b. above, at the latest 1
    (one) business day prior to the AGM/EGM are held, namely 24 September 2024.
9. Shareholders who confer power of attorney through the e-Proxy facility can submit questions relevant to
    the agenda of the AGM/EGM to the Company via email: dipa.ayukristianti.c2@mail.toray or in writing by
    letter and sent to the Company’s Office no later than 3 (three) business days before the AGM/EGM were
    held, namely 20 September 2024. Questions that are not relevant to the agenda of the meeting will not be
    discussed at the meeting.
10. In order to smooth the registration of the presence of shareholders, the Company's shareholders or their
    proxies are kindly requested to come to the venue of the meeting at 09:00 Western Indonesia Time. The
    meeting will start on time at 09:30 Western Indonesia Time.

                                         Jakarta, 3 September 2024
                                    The Board of Directors of the Company