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20260528_SSIA_Pemanggilan RUPS_32095395_lamp2.pdf

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Page 1
                             PT SURYA SEMESTA INTERNUSA Tbk
                                    Domiciled in Jakarta
                                     ("The Company")

                                 INVITATION OF
                    ANNUAL GENERAL MEETING OF SHAREHOLDERS
                                       &
                 EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS


The Board of Directors of the Company hereby invites the Shareholders of the Company to attend
the Annual General Meeting of Shareholders for the fiscal year ending on December 31, 2025
("AGMS") and the Extraordinary General Meeting of Shareholders ("EGMS"), together with the
AGMS hereinafter shall be referred to as the ("Meeting") of the Company, which will be held on:
        Day/date                   :   Friday, 19 June 2026
        Time                       :   14.00 WIB - Finish
        Place                      :   Legian Room, Hotel Gran Melia
                                       H.R. Rasuna Said Street, Kav. X-0
                                       Kuningan, Jakarta 12950
        Meeting Mechanism          :   Physically and electronically through KSEI’s
                                       Electronic General Meeting System (eASY.KSEI)
                                       in the link https://akses.ksei.co.id provided by
                                       KSEI


With the Company’s Meeting agenda as follows:

AGMS
1. Approval and ratification of the Board of Directors' Report on the Company’s business
   operation and clerical finance for the fiscal year ended on 31 December 2025, as well as
   approval and ratification of the Company's Financial Statements including the Balance Sheet
   and Profit/Loss Statement for the fiscal year ended 31 December 2025, which have been
   audited by an Independent Public Accountant, and approval of the Company’s Annual Report,
   Supervisory Report of the Board of Commissioners of the Company for the fiscal year ended
   31 December 2025, as well as granting full release and discharge responsibility (acquit et de
   charge) to all members of the Board of Directors and the Board of Commissioners for the
   management and supervisory actions which have been carried out in the fiscal year ended 31
   December 2025.
   Explanation:
   This agenda item is related to the approval and ratification of the Company’s report on the
   implementation of the Company's operations and financial condition as stated in the Company's
   Financial Statements for the fiscal year ended on 31 December 2025,, in accordance with the
   provisions of Article 13 paragraph (2) letter a and b and article 27 of the Company’s Articles of
   Association in conjunction with Article 69 and Article 78 of Law No. 40 of 2007 on Limited
   Liability Companies, as partially amended by Law No. 6 of 2023 on the Enactment of Regulation
   of the Government in Lieu of Law No. 2 of 2022 on Job Creation into Law ("Company Law").
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   The Approval and Ratification of such reports shall constitute the granting full release and
   discharge (acquit et de charge) to the members of the Board of Directors and Board of
   Commissioners for the management and supervisory actions performed during the financial
   year, to the extent such actions are reflected in the Company’s annual report and financial
   statement, pursuant with the provisions of Article 13 paragraph 3 of the Company’s Articles of
   Association.
2. Approval of the proposed appropriation of the Company’s retained earnings, the use of which
   has not yet been determined, as recorded in the audited Financial Statements for the 2025
   financial year.
   Explanation:
   This agenda item is proposed to obtain the approval of the Company’s Shareholders for the
   proposed use of the Company’s retained earnings as recorded in the audited Financial
   Statements for the 2025 financial year.
3. Determination of salaries and allowances for members of the Board of Directors, and the
   salaries or honorarium and allowances for members of the Board of Commissioners of the
   Company for the financial year of 2026.
   Explanation:
   In accordance with the provisions of Article 21 paragraph 17 and Article 24 paragraph 5 of the
   Company’s Articles of Association in conjunction with Article 96 and Article 113 of the Company
   Law, the Company will request approval from the AGMS to (i) authorize the Board of
   Commissioners of the Company to determine the salaries and allowances for members of the
   Board of Directors of the Company, and (ii) determine the salaries or honorariums and
   allowances for members of the Board of Commissioners, upon the proposal from the Nomination
   and Remuneration Committee for the fiscal year ending on December 31st, 2026.
4. The appointment of an Independent Public Accountant that will audit the Company’s books
   for the fiscal year ending on 31 December 2026, and the granting of authority to the Board of
   Commissioners to determine the honorarium and other terms of appointment for such
   Independent Public Accountant.
   Explanation:
   This agenda item to authorize the Company’s Board of Commissioners to (i) appoint an
   Independent Public Accountant to audit the Company’s books for the financial year ending on
   31 December 2026, in accordance with the provision of Article 13 paragraph 2 letter (d) of the
   Company’s Articles of Association, Article 59 of the Financial Services Authority Regulation
   Number 15/POJK.04/2020 on the Planning and Organization of General Meetings of
   Shareholders by Publicly Traded Companies and Article 3 paragraph (1) of the Financial
   Services Authority Regulation Number 9 of 2023 on the Utilization of The Services of Public
   Accountants and Public Accounting Firms in Financial Service Activities and (ii) determine the
   honorarium for such Independent Public Accountant appointed by the Company’s Board of
   Commissioners.
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5. Changes to and/or reappointment of members of the Board of Commissioners of the
   Company.
   Explanation:
   This Meeting agenda concerns the approval of changes to and/or reappointment of members of
   the Board of Commissioners of the Company, in accordance with the provision of Article 13
   paragraph 2 letter (e) of the Company’s Articles of Association.


EGMS
 1. Approval of the Capital Increase Without granting Pre-Emptive Rights in the context of the
    implementation of the Management and Employee Stock Option Program (MESOP) to the
    management and employees of the Company, in a maximum amount of 235,262,472 (two
    hundred thirty five million two hundred sixty two thousand four hundred seventy two)
    shares, representing 5% (five percent) of the issued and fully paid up capital of the Company.
    Explanation:
    This agenda item concerns the approval to increase capital without granting Pre emptive Rights
    in the connection with the implementation of the Management and Employee Stock Option
    Program (MESOP) to the management and employees of the Company, in accordance with
    Financial Services Authority Regulation Number 32/POJK.04/2015 on Capital Increases in
    Public Companies by Providing Pre-emptive Rights as amended by Financial Services Authority
    Regulation Number 14 /POJK.04/2019 of 2019 (“POJK No. 32/2015”). In this regards, the
    Company intends to seek the approval of the Independent Shareholders of the Company in
    accordance with the Article 8A of POJK No. 32/2015.
 2. Approval of the amendment to Article 3 of the Company's Articles of Association regarding
    the Purpose and Objectives as well as Business Activities in accordance with the Standard
    Classification of Indonesian Business Fields (KBLI) 2025, as regulated under the Head of The
    Statistics Center Agency Regulation No. 7 of 2025 on the Standard Classification of
    Indonesian Business Fields.
    Explanation:
    This agenda item was carried out in connection with the adjustment of the Company's business
    activities as stated in the Company's Articles of Association with the Central Statistics Agency
    Regulation No. 7 of 2025 on the Standard Classification of Indonesian Business Fields ("KBLI
    2025"). In this regard, taking into account the provisions of Article 19 of the Company Law, the
    Company is required to obtain Shareholder approval.
    In connection with such adjustment to the business activities, the Company will amend the
    Article 3 of the Company's Articles of Association regarding the Company's Purposes and
    Objectives. For this reason, the Company intends to seek the approval to the company’s
    Shareholders for the adjustments to the Company's Business Activities including the
    amendment to Article 3 of the Company's Articles of Association and adjustments to the
    Company's business activity code based on the KBLI 2025. Such adjustment does not change
    the business activities currently carried out by the Company.
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 3. Approval of the amendment to Article 23 of the Company’s Articles of Association regarding
    Meetings of the Board of Directors.
    Explanation:
    This Meeting agenda concerns the approval of the amendment to Article 23 of the Company’s
    Articles of Association regarding Meetings of the Board of Directors. In this regard, in
    accordance with the provisions of Article 19 of the Company Law, the Company is required to
    obtain prior approval from the Shareholders of the Company.
Note:
1. The Company does not issue a separate invitation to its Shareholders, given that this Meeting
    Invitation constitutes an official invitation to all Shareholders of the Company in accordance
    with the provisions of Financial Services Authority Regulation No. 15/POJK.04/2020 on
    Planning and Conducting of General Meetings of Shareholders of Public Company (“POJK No.
    15/2020”). This invitation can be accessed through the Indonesia Stock Exchange website,
    eaSY.KSEI and the Company’s website.
2. The Company's Shareholders who are entitled to attend or be represented at the Meeting
    are:
    a. for shares not in collective custody: the Shareholders of the Company or the proxies of
        Shareholders whose names are legally registered in the Register of Shareholders of the
        Company on Tuesday, 26 May 2026 until 04.00 pm at PT Sinartama Gunita, the
        Company's Share Registrar (“BAE”) which domiciled in Jakarta and having its address at
        Menara Tekno 7th floor Fachrudin Street No. 19, RT 01 / RW 07 Kampung Bali Ward,
        Tanah Abang District , Center Jakarta 10250;
    b. for shares in collective custody: Shareholders of the Company or the proxies of
        Shareholders whose names are registered with the account holder or custodian bank at
        PT Kustodian Sentral Efek Indonesia (“KSEI”) on Tuesday, 26 May 2026,
        until 04.00 pm.
3. KSEI securities account holders in Collective Custody are required to provide KSEI with the
    List of Shareholders of the Company managed by them to obtain Written Confirmation for
    the Meeting.
4. The Company urges Shareholders to register electronically and attend the Meeting
    electronically through the KSEI application (eASY.KSEI) at the https://akses.ksei.co.id/ link
    provided by KSEI. Guidelines for registration, usage and further explanation regarding
    eASY.KSEI (e-Proxy and e-voting) can be found at https://akses.ksei.co.id/
5. Shareholders or their proxies who will be attending can provide electronic power of attorney
    (e-Proxy) to the Meeting through the eASY.KSEI system, provided that:
   a. Shareholders entitled to attend the Meeting may grant proxy electronically (e-Proxy)
       through the eASY.KSEI application, with an electronic authorization mechanism through
       https://akses.ksei.co.id. Submission of e-Proxy through eASY.KSEI must be completed no
       later than 1 (one) business day prior to the date of the Meeting, namely on Thursday, 18
       June 2026 at 12.00 WIB.
   b. Revocation or modification of the proxy including changes in voting preferences through
       e-Proxy must be completed no later than Thursday, 18 June 2026 at 12.00 WIB.
       Shareholders using eASY.KSEI may download the user guide at the following link:
       (https://www.ksei.co.id/data/download-data-and-user-guide).
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   c. Shareholders and/or their proxies who are unable to access the eASY.KSEI system, may
       exercise their rights by granting proxy (to participate in and vote in each agenda item of
       the Meeting) to the Independent Representative appointed by the Company by completing
       and signing the Power of Attorney form provided by the Company on the Company's
       website at www.suryainternusa.com. The Independent Representative appointed by the
       Company is the Company's BAE, PT Sinartama Gunita.
   d. Power of Attorney as referred to in point c, which has been completed and signed, along
       with supporting documents, may be sent as a scanned copy via email
       (corpsec1@suryainternusa.com). The original Power of Attorney must be sent via
       registered mail to the Company's BAE, PT Sinartama Gunita located at Menara Tekno 7th
       Floor, Jl. Fachrudin No. 19 RT 01 / RW 07 Kelurahan Kampung Bali, Kecamatan Tanah
       Abang, Jakarta Pusat 10250, no later than 1 (one) business day before the date of the
       Meeting, namely on Thursday, 18 June 2026 at 12.00 WIB. Power of Attorney from
       Shareholders signed abroad must be legalized by a local Public Notary and the Indonesian
       Embassy/Consulate Office.
6. The Company urges the Shareholders or their proxies who will be present to be able to
    witness the implementation of the ongoing Meeting through the Zoom webinar by accessing
    the eASY.KSEI menu, the GMS Broadcast submenu located at the AKSes facility
    (https://akses.ksei.co.id/), provided that:
    a. Shareholders who will attend the Meeting using the e-GMS and e-Voting mechanism on
        the eASY.KSEI application, must register themselves no later than 1 (one) business day
        prior the Meeting, which is on Thursday, 18 June 2026 at 12.00 pm.
    b. Shareholders and their proxies are required to have an account at KSEI's AKSes facility
        to be able to access the Meeting link.
    c. Shareholders of the Company or their proxies who only witness the implementation of
        the Meeting through the GMS Broadcast but are not registered to attend electronically on
        the eASY.KSEI application, then the presence of the Shareholders or their proxies is
        considered invalid and is not included in the calculation of the Meeting attendance
        quorum.
7. In connection with the first agenda item of the EGMS, which requires the approval of the
    Independent Shareholders as mandated under POJK No. 15/2020, the Company has
    provided a declaration form to be signed by the Independent Shareholders or their proxies
    attending either physically or electronically through the eASY.KSEI application. The form has
    been made available since the date of this Invitation and may be downloaded from the
    Company’s website (www.suryainternusa.com) and eASY.KSEI application. The declaration
    form, duly signed and affixed with stamp duty, must be submitted to the Company through
    PT Sinartama Gunita, as the Company’s BAE, which domiciled in Jakarta and having its
    address at Menara Tekno 7th floor Fachrudin Street No. 19, RT 01 / RW 07 Kampung Bali
    Ward, Tanah Abang District , Center Jakarta 10250, no later than 1 (one) business day prior
    the Meeting, which is on Thursday, 18 June 2026 at 12.00 pm.
8. For Shareholders or their proxies who will attend the Meeting in person, the following
    procedures must be observed:
    a. They must bring and submit to the registration officer a copy of their Collective Share
         Certificate and a copy of their identity card, being either a KTP or other valid
         identification document. Shareholders in the form of legal entities must submit copies of
         their articles of association and the latest amendments thereto, as well as the latest deed
Page 6
         of appointment of the Company’s Board of Directors and Board of Commissioners. In
         particular, Shareholders whose shares are deposited in KSEI’s Collective Custody are
         requested to present to the registration officer their Written Confirmation for the GMS
         issued in their name prior to entering the Meeting room.
    b. In order to maintain the orderly conduct of the Meeting, Shareholders or their proxies
         are requested to arrive at the Meeting venue 30 (thirty) minutes before the Meeting
         begins.
9. The Notary, assisted by the BAE, will verify, and count the votes on each agenda of the Meeting
    during each decision making process on that agenda, including those votes submitted by the
    Shareholders through eASY.KSEI, as well as those submitted to the Independent
    Representatives.
10. The Company may make changes and/or additions to the information related to the
    procedures for the implementation of the Meeting, which will be further announced on the
    Company's website (www.suryainternusa.com).
11. The materials related to the Meeting can be downloaded from the Company's website
    (www.suryainternusa.com) and/or eASY.KSEI website (https://easy.ksei.co.id) from the date
    of this Invitation until the date of the Meeting was held.


                                    Jakarta, 28 May 2026
                                      Board of Directors

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Published28 May 2026
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Names mentioned 4 people and organisations named in the text · linked when the evidence is strong

linked org SURYA SEMESTA INTERNUSA Tbk p.1 ×2
unresolved org Financial Services Authority p.2 ×5
unresolved org Indonesia Stock Exchange p.4
unresolved org PT Kustodian Sentral Efek Indonesia p.4

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