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20260603_WINR_Pemanggilan RUPS_32096613_lamp2.pdf
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INVITATION TO
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT WINNER NUSANTARA JAYA 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 : Thursday, 25 June, 2026
Waktu : 10:00 p.m. Western Indonesian Time - finish
Place : Ibis Hotel Jakarta Harmoni – Batavia Room
Jalan Hayam Wuruk No. 35, Jakarta Pusat
Agenda of the Meeting:
1. Approval of the Annual Report of the Company, including the Company's
Financial Statements and the Company’s Board of Commissioners’ Report on
its Supervisory Duties for the financial year ended December 31, 2025 and
granting release and discharge of liability (acquit et de charge) to the members
of the Board of Directors for their management actions and to the members of
the Board of Commissioners of the Company for their supervisory actions
during the financial year ended December 31, 2025.
Explanation:
According to Article 19, paragraph 2 section a of the Company's Articles of
Association in conjunction with Article 69 paragraph 1 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, the Company's Board of Directors suggests to: (a)
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 the Supervisory Duties Report of the
Company's Board of Commissioners for the fiscal year ending December 31,
2025; and (b) grant full release and discharge (acquit et dé charge) of
accountability 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 such 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. Approval of the appropriation of the Company's Net Profit for the financial year
ended December 31, 2025.
Explanation:
In accordance with the provisions of Article 25 paragraph 1 of the Company's
Articles of Association in conjunction with Article 71 of the Company Law, the
utilization of the Company's Net Profit is determined in the General Meeting of
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Shareholders (GMS). In this agenda item, the Board of Directors plans to
propose the utilization of the Company's Net Profit for the 2025 Financial Year.
3. Determination of salaries or honorarium and allowances for the 2026 financial
year for the members of the Company’s Board of Directors and Board of
Commissioners.
Explanation:
Pursuant to Article 11 paragraph 6 in conjunction with Article 14 paragraph 6 of
the Company's Articles of Association, in conjunction with Article 96 and Article
113 of the Company Law, the amount of salaries and allowances for members
of the Board of Directors and the amount of salaries or honorarium and
allowances for members of the Board of Commissioners is determined by the
GMS.
4. Appointment of Registered Public Accounting Firm (including Registered Public
Accountant that is a member of the 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 concerning 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 with due consideration to the
proposal from the Board of Commissioners. In this agenda item, the
appointment of a Public Accounting Firm registered with the Financial Services
Authority will be proposed to audit the Company's Financial Statements for the
current year, including internal control audits on financial reporting as required
by applicable regulations.
5. Reappointment of members of the Board of Directors and the Board of
Commissioners.
Explanation:
In accordance with Article 11 paragraph 4 and Article 14 paragraph 4 of the
Company’s Articles of Association, Articles 94 and Article 111 of the Company
Law in conjunction with Articles 3 and Article 23 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 members of the Board
of Directors and the Board of Commissioners are appointed and dismissed by
the General Meeting of Shareholders. Under this agenda item, the Company’s
Board of Directors seeks the approval of the General Meeting of Shareholders
for the reappointment of the members of the Company’s Board of Directors and
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Board of Commissioners in connection with the expiry of the term of office of
the members of the Board of Directors and Board of Commissioners upon the
closing of the Meeting.
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 11 a (i) of the Company's Articles of Association, hence, separate
invitations to the Company's Shareholders are no longer required.
2. Shareholders of the Company entitled to attend or be represented in the GMS
are the Shareholders whose names are recorded in the Shareholder Register
on Tuesday, 2 June, 2026, at 16:00 p.m. Western Indonesian Time.
3. The Meeting will be conducted electronically using the eASY.KSEI application
provided by PT Kustodian Sentral Efek Indonesia ("KSEI"), in accordance with
the Financial Services Authority Regulation No. 14 of 2025 concerning the
Implementation of Electronic General Meetings of Shareholders, Electronic
General Meetings of Bondholders, and Electronic General Meetings of Islamic
Bondholders in conjunction with Article 24 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.
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 have not 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/).
Registration guide, usage, and further explanation regarding the eASY.KSEI
application (e-Proxy and e-Voting) can be found 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:
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a. Shareholders of the Company can declare their attendance electronically
no later than 1 (one) working day before the Meeting Date, which is 24 June
2026, at 12:00 p.m. Western Indonesian Time ("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 BIMA REGISTRA 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 no later than 09:45 p.m. Western Indonesian Time.
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. Shareholders of the Company in the form of certificates/scripts can provide
proxies using the available written proxy form format provided on the
Company's website (www.winnernusantarajaya.id).
8. Shareholders of the Company or their proxies who intend to attend the Meeting
physically as referred to in item 4 letter b of these General Provisions must
submit to the registration officer the Identity Card and its photocopy (hereinafter
referred to as "KTP") or other identification before entering the Meeting room.
For proxies of Shareholders of the Company in the form of legal entities, in
addition to submitting the KTP and its photocopy or other identification, they
must also submit a photocopy of the latest Articles of Association and its
changes, letters of ratification/approval from the authorized parties, and deeds
containing the latest changes to the composition of the management (holding
office term when the Meeting is held).
9. In the event that a Shareholder or their proxy has declared or registered their
attendance electronically, but subsequently attends the Meeting physically, 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:
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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.winnernusantarajaya.id), 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) at the following address:
PT BIMA REGISTRA
Blok C4, Satrio Tower, Jl. Prof. DR. Satrio Lantai 9
Jakarta Selatan- 12950.
on any business day from the date of the Meeting invitation and at the
latest by Monday, 22 June 2026, at 16:00 p.m. Western Indonesian
Time.
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.winnernusantarajaya.id) 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 1 (one) working day before the
Meeting Date, which is 24 June 2026, at 12:00 p.m. Western Indonesian
Time.
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.
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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.
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 08:45 a.m. Western Indonesian Time, so that the Meeting
can start on time. Registration will be closed at 09:45 a.m. Western Indonesian
Time. 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.winnernusantarajaya.id).
Batam, 3 June 2026
PT WINNER NUSANTARA JAYA Tbk
Board of Directors
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Financial Services Authority
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PT Kustodian Sentral Efek Indonesia
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PT BIMA REGISTRA
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