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20260603_MNCN_Pemanggilan RUPS_32096514_lamp2.pdf

RUPS notice Text extracted MNCN

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Page 1
                                        NOTICE OF
                         ANNUAL GENERAL MEETING OF SHAREHOLDERS
                              PT MEDIA NUSANTARA CITRA TBK

The Board of Directors of PT Media Nusantara Citra Tbk (the “Company”) hereby invites the shareholders of the
Company to attend the Annual General Meeting of Shareholders of the Company (the “Meeting”) which will be
convened electronically on:

         Day, Date            :   Thursday, 25 June 2026
         Time                 :   10:00 a.m. Western Indonesia Time (WIB) - finished
         Venue                    iNews Tower 3rd Floor
                                  Jl. Kebon Sirih No. 17-19, Central Jakarta 10340
         Mechanism            :    The Meeting will be held physically and electronically using the Electronic
                                       General Meeting System provided by PT Kustodian Sentral Efek Indoneisa
                                       (“KSEI”), pursuant to Financial Services Authority Regulation No.
                                       15/POJK.04/2020 regarding the Plan and Implementation of the General
                                       Meeting of Shareholders for Public Company (“POJK No. 15/2020”) and
                                       Financial Services Authority Regulation No. 14 Year 2025 regarding the
                                       Implementation of Electronic General Meetings of Shareholders, General
                                       Meetings of Bondholders, and General Meetings of Sukuk Holders (“POJK
                                       No. 14/2025”).
                                   Physical attendance at the Meeting will be limited in accordance with the
                                       available room capacity and prioritized for the chairperson of the
                                       Meeting, the Company’s management, appointed capital market
                                       supporting professionals, and supporting parties of the Meeting.
                                   Shareholders shall attend the Meeting electronically through the
                                       Electronic General Meeting System KSEI (eASY.KSEI) facility via
                                       https://akses.ksei.co.id or grant their proxy to an independent party
                                       through the e-Proxy facility.


The Meeting will be held with the following agendas:

1. Approval of the Board of Directors’ Annual Report and the Board of Commissioners’ Supervisory Report for
   the Financial Year ended 31 December 2025.
   Explanation:
   The Agenda is in compliance with the Company's Articles of Association under the Article 9 paragraph 4 letter a
   point i, and the Article 9 paragraph 4 letter b.

2. Approval and ratification of the Company’s Financial Statements for the Financial Year ended 31 December
   2025, and the granting of full release and discharge (acquit et de charge) to the members of the Board of
   Commissioners and the Board of Directors of the Company, respectively, for their supervisory and
   management actions performed during the Financial Year ended 31 December 2025.
   Explanation:
   The Agenda is in compliance with the Company's Articles of Association under the Article 9 paragraph 4 letter a
   point ii, and the Article 9 paragraph 5.

3. Approval of the appropriation of the Company’s profits for the Financial Year ended 31 December 2025.
   Explanation:
   The Agenda is in compliance with the Company's Articles of Association under the Article 9 paragraph 4 letter
   c.
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4. Approval of the changes to the composition of the Company’s management.
   Explanation:
   The Agenda is in compliance with the Company's Articles of Association under the Article 9 paragraph 4 letter
   e.

5. Appointment of an Independent Public Accountant to audit the Company’s books for the Financial Year
   ending 31 December 2026, and the granting of authority to the Company’s Board of Directors to determine
   the honorarium of the Independent Public Accountant as well as other terms and conditions of the
   appointment.
   Explanation:
   The Agenda is in compliance with the Company's Articles of Association under the Article 9 paragraph 4 letter
   d.

Notes:

I.   GENERAL PROVISIONS

     1. The Company does not issue a separate invitation letter to Shareholders. This Meeting Notice is in
        accordance with the Company's Articles of Association under the Article 10 paragraph 17 and constitutes
        the official invitation to Shareholders. This Meeting Notice may be accessed through the Company's website
        (mnc.co.id) (hereinafter referred to as the “Company’s Website”), the Indonesia Stock Exchange website
        (www.idx.co.id) and the eASY.KSEI application (https://akses.ksei.co.id).

     2. Shareholders who are entitled to attend or be represented and cast votes at the Meeting are the
        shareholders of the Company whose names are legally registered in the Company’s Register of Shareholders
        as of 02 June 2026 at 4:00 p.m. WIB, or holders of securities account balances in KSEI’s Collective Custody
        at the close of stock trading on 02 June 2026 (the “Shareholders”).

     3. With reference to POJK No. 14/2025, the Meeting will be conducted electronically. Therefore, the
        Shareholders are requested to:
        a. Attend and cast their votes electronically at the Meeting through the eASY.KSEI application
           (https://akses.ksei.co.id/), as further described in General Provisions numbers 5 and 6 below; or
        b. Grant a proxy electronically (e-Proxy) through the eASY.KSEI application or grant a conventional proxy
           to an independent party appointed by the Company, as further described in General Provisions number
           4 below.

     4. The Company provides 2 (two) alternatives for Shareholders to grant their proxy, namely:
        a. Shareholders may grant a proxy to an independent party by completing the proxy form which may be
            downloaded from the Company’s Website, subject to the following provisions:
           i. The proxy form shall include voting instructions for each agenda item of the Meeting.
           ii. The independent party for the purpose of the Meeting is an employee of PT BSR Indonesia as the
                Company’s Share Registrar (“BAE”), appointed by the Company (the “Independent Party”).
           iii. Shareholders are not entitled to grant authority to more than one proxy for a portion of the shares
                they own with different votes.
           iv. For Shareholders whose registered address is outside Indonesia, the proxy form must be legalized
                by a notary and an authorized official of the Embassy of the Republic of Indonesia, or by a competent
                authority registered with the Embassy of the Republic of Indonesia in the relevant country, as
                applicable.
           v. The completed and signed proxy form, together with a copy of the identity card (KTP) or other
                identification document of the grantor, may be submitted in the form of scanned copies via e-mail
                to: corsec.mncmedia@mncgroup.com and adm.efek@bsrindonesia.com. The original proxy form
                must subsequently be sent by registered mail to the BAE no later than 1 (one) business day prior to
                the Meeting, namely on Wednesday, 24 June 2026 at 4:00 p.m. WIB, to the following address:
                                                           PT BSR Indonesia
                                                        iNews Tower 7th FLoor
                                       Jl. Kebon Sirih Raya No. 17-19, Central Jakarta 10340
                                                    Telephone: +62 21 31181811
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            The duly signed proxy form may also be submitted on the date of the Meeting, no later than 1 (one)
            hour prior to the commencement of the Meeting, at the registration desk provided by the Company.
       vi. For Shareholders who are legal entities, such as limited liability companies, cooperatives,
            foundations or pension fund, in addition to submitting the copy of KTP or other identification, they
            are required to submit copies of their latest articles of association and the latest deed of
            appointment of the management.
       vii. Members of the Board of Directors, Board of Commissioners, or employees of the Company may
            act as proxies for Shareholders at the Meeting; however, any votes cast in their capacity as proxy of
            the Shareholders shall not be counted in the voting process.
    b. Shareholders may grant proxies electronically (e-Proxy) through the eASY.KSEI facility
       (https://akses.ksei.co.id/), subject to the following provisions:
       i. e-Proxy is a proxy granting system provided by KSEI to facilitate and integrate electronic proxy
            granting from scripless Shareholders whose shares are deposited in KSEI’s collective custody to
            their proxies electronically.
       ii. The proxy recipients available in eASY.KSEI application are the Independent Party appointed by the
            Company or the Custodian Bank or Securities Company of the Shareholders (“KSEI
            Participants/Intermediaries”). Parties eligible to act as e-Proxy recipients must be legally
            competent and may not be members of the Board of Directors, Board of Commissioners, or
            employees of the Company, and must comply with other requirements as stipulated in POJK No.
            15/2020.
       iii. The e-Proxy must be submitted through the eASY.KSEI facility (https://akses.ksei.co.id/) no later
            than 1 (one) business day prior to the Meeting, namely on Wednesday, 24 June 2026 at 12:00 p.m.
            WIB.

5. Shareholders may electronically register their attendance through the eASY.KSEI facility or grant proxies
   to the Independent Party or KSEI Participants/Intermediaries through the eASY.KSEI facility by following
   the procedures below:
   a. Shareholders must first be registered in KSEI’s Securities Ownership Reference facility (“AKSes KSEI”)
       through https://akses.ksei.co.id/ provided by KSEI.
   b. Registered Shareholders may grant proxies through the eASY.KSEI facility accessible via
       https://easy.ksei.co.id.
   c. In the event that Shareholders are unable to access the eASY.KSEI facility, they may grant proxies to
       the Independent Party by completing the proxy form available for download from the Company’s
       Website to authorize attendance and voting at the Meeting, as described in General Provisions number
       4 letter a above.
   d. Shareholders may declare their proxies and votes and/or voting preferences for the Meeting agenda
       items, as well as revoke their proxies, from the date of this Meeting Notice until no later than 1 (one)
       business day prior to the Meeting, namely on Wednesday, 24 June 2026 at 12:00 p.m. WIB.

6. Shareholders attending the Meeting electronically are requested to observe the following provisions:
   a. Shareholders may electronically declare their attendance until 24 June 2026 at 12:00 p.m. WIB
      (“Attendance Declaration Deadline”) and submit their voting preferences through the eASY.KSEI
      application from the date of this Meeting Notice until the Attendance Declaration Deadline.
   b. The following parties:
      i. Shareholders who have not electronically declared their attendance by the Attendance Declaration
           Deadline;
      ii. Shareholders who have electronically declared their attendance but have not submitted their
           voting preferences for the Meeting agenda items by the Attendance Declaration Deadline;
      iii. The Independent Party who has received proxies from Shareholders but where such Shareholders
           have not submitted their voting preferences for the Meeting agenda items by the Attendance
           Declaration Deadline; or
      iv. KSEI Participants/Intermediaries who have received proxies from Shareholders who have
           submitted their voting preferences through the eASY.KSEI application;

        must register through the eASY.KSEI application on the date of the Meeting, namely Thursday, 25 June
        2026, no later than 10:00 a.m. WIB.
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       c. Shareholders who have declared their attendance or granted proxies to the Independent Party and
          submitted their voting preferences for the Meeting agenda items through eASY.KSEI within the
          prescribed deadline are not required to electronically register their attendance again through the
          eASY.KSEI facility.
       d. Any delay or failure in the electronic registration process for any reason whatsoever will result in the
          Shareholders or their proxies being unable to electronically attend the Meeting, and their share
          ownership will not be counted toward the quorum.

   7. The Company reserves the right to limit the number of Shareholders who may physically attend the
      Meeting. Shareholders or their proxies attending the Meeting physically must comply with the rules and
      protocols established by the Company, including the following:
      a. Shareholders who have arrived at the Meeting venue but are unable to enter the Meeting room due
          to limited room capacity may still exercise their rights by attending the Meeting electronically or
          granting proxies to attend and vote on each Meeting agenda item to the Independent Party appointed
          by the Company (the Share Registrar Representative) by completing and signing the written proxy form
          provided by the Company at the Meeting venue, no later than 1 (one) hour prior to the commencement
          of the Meeting.
      b. For the convenience of arrangement and orderly conduct of the Meeting, Shareholders or their proxies
          attending physically must arrive at the Meeting venue no later than 30 (thirty) minutes prior to the
          commencement of the Meeting, namely at 9:30 a.m. WIB.


II. WATCHING THE MEETING THROUGH TAYANGAN RUPS

   1. Shareholders or their proxies who have registered through the eASY.KSEI application no later than the
      Attendance Declaration Deadline may watch the ongoing Meeting through the Zoom Webinar by accessing
      the eASY.KSEI menu and selecting the Tayangan RUPS submenu via https://akses.ksei.co.id/.

   2. The Tayangan RUPS has a capacity of up to 500 participants, with attendance determined on a first-come-
      first-served basis. Shareholders or their proxies who are unable to access the Tayangan RUPS will still be
      deemed validly electronically present at the Meeting, and their share ownership and votes will still be
      counted in the Meeting, provided that their attendance and votes have been registered in the eASY.KSEI
      application.

   3. Shareholders or their proxies who only watch the Meeting through the Tayangan RUPS, but are not
      registered and present electronically on the eASY.KSEI application, thus the presence of the Shareholders
      or their proxies are considered invalid and will not be included in the calculation of the quorum of Meeting
      attendance.

   4. To obtain the best experience in using the eASY.KSEI application and/or Tayangan RUPS, Shareholders or
      their proxies are advised to use the Mozilla Firefox browser.


III. OTHER INFORMATION

   1. Shareholders are expected to read the Meeting Rules and guidelines for the use of the eASY.KSEI and AKSes
      KSEI facilities, which are available on the Company’s Website and/or KSEI’s websites at
      https://akses.ksei.co.id and https://easy.ksei.co.id from the date of this Meeting Notice.

   2. Materials relating to the Meeting agenda items and the Company’s Annual Report for the Financial Year
      ended 31 December 2025 are available on the Company’s Website and/or eASY.KSEI from the date of this
      Meeting Notice until the date of the Meeting.

   3. The Company reserves the right to limit the number of Shareholders attending the Meeting physically
      based on room capacity and order of attendance (first-come-first-served), with priority given to
      Shareholders or proxies who have not electronically registered their attendance.
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4. The Company will not provide souvenirs, food, or beverages to Shareholders or their proxies attending the
   Meeting physically. Shareholders are encouraged to attend the Meeting electronically through the
   eASY.KSEI application or grant their proxy through the e-Proxy facility.


                                         Jakarta, 03 June 2026
                                     PT Media Nusantara Citra Tbk
                                        The 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 MEDIA NUSANTARA CITRA TBK p.1 ×8
unresolved org PT Kustodian Sentral Efek Indoneisa p.1
unresolved org Financial Services Authority p.1 ×2
unresolved org Indonesia Stock Exchange p.2
unresolved org PT BSR Indonesia p.2 ×2

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