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20260525_ASSA_Pemanggilan RUPS_32094600_lamp3.pdf
RUPS notice Text extracted ASSASource file signed link, expires in 15 minutes
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Page 1 OCR 0.932
SPS aSSsa Convocation of Annual General Meeting of Shareholders and Extraordinary General Meeting of Shareholder PT Adi Sarana Armada Tbk The Board of Directors of PT Adi Sarana Armada Tbk (the “Company”) hereby invites the Shareholders of the Company to attend the Annual General Meeting of Shareholders (“AGMS") and the Extraordinary General Meeting of Shareholders (“EGMS”) of the Company (AGMS and EGMS hereby collectively shall be referred to as the "Meeting”) which shall be held on: Day/Date : Wednesday, 17 June 2026 Waktu 1 14:00 p.m — Onwards Tempat ! Kelapa Gading 3-5 Room 5# Floor — Hotel Santika Kelapa Gading, Raya Kelapa Nias Street, RT.8 RW.6, Kelapa Gading Barat, North Jakarta, 14240 Mechanism : Meetings physically and electronically with the application Electronic General Meeting System KSEI (“eASY.KSEI”) A. AGMS Agenda and the Explanation on the AGMS Agenda : 1. Approval and ratification of the Company's Annual Report for the fiscal year ended 31 December 2025, including the Company's Activity Report, the Supervisory Report of the Board of Commissioners, and the Financial Statements for the fiscal year ended 31 December 2025, as well as the granting of full release and discharge (acguit et de Charge) to the Board of Commissioners and the Board of Directors for their management and supervision of the Company during the relevant fiscal year. ton: Pursuant to Article 66 of Law No. 40 of 2007 concerning Limited Liability Companies, as amended from time to time (“Company Law") juncto with Article 19 paragraph (2) of the prevailing Articles of Association of the Company, the Board of Directors is reguired to submit the annual report, which has been reviewed by the Board of Commissioners, to the Annual GMS for approval. In addition, the financial statements for the relevant fiscal year and the supervisory report of the Board of Commissioners must also be ratified by the GMS.
Page 2 OCR 0.941
2. Determination of the appropriation of net profit, including the distribution of cash 4. dividends for the fiscal year ended 31 December 2025. Explanation: Pursuant to Article 71 paragraph (1) of the Company Law juncto Artice 19 paragraph (2) of the prevailing Articles of Association of the Company, the appropriation of net profit for the relevant fiscal year must be determined by the GMS. Appointment of a Public Accountant to audit the Company's financial statements for the fiscal year ending 31 December 2026 and granting authority to determine the Public Accountant's honorarium and other reguirements. Explanation: Pursuant to Artice 59 paragraph (1) of Financial Services Authority Regulation (“POJK”) No. 15/POJK.04/2020 concerning the Planning and Conduct of General Meetings of Shareholders of Public Companies (“POJK No. 15/2020”) juncto Article 19 paragraph (2) of the prevailing Articles of Association of the Company, the appointment and dismissal of a public accountant and/or public accounting firm providing annual historical financial information audit services must be resolved at the GMS by considering the proposal of the Board of Commissioners. Approval of the determination of salaries, honoraria, and other allowances for members of the Board of Commissioners and the Board of Directors. Explanation: Pursuant to Article 96 paragraph (1) juncto Article 113 of the Company Law, salary and honorarium for the members of the Board of Directors and the Board of Commissioners shall be determined by the GMS.
Page 3 OCR 0.940
B. EGMS Agenda and Explanation on the EGMS Agenda : 1. 2. Approval for the encumbrance of most or all of the Company's assets, including but not limited to land and buildings, vehicle units, and/or trade receivables, as collateral to Oobtain loans from Financial Institutions, including future additional borrowings for the Company and all business units of the Company, with collateral value and terms and conditions deemed appropriate by the Board of Directors of the Company. Explanation: Pursuant to Article 102 of the Company Law juncto Article 43 of POJK No. 15/2020, in the event that the Company intends to pledge most or all of its assets as collateral, the Company is reguired to obtain approval from the GMS. The Company's main line of business is motor vehicle rental services, which annually reguires financing from banks to renew vehicles that have reached 4 years of usage. In addition, the Company also reguires funds to support business expansion through vehicle purchases, which historically have averaged between IDR 1,000,000,000,000 (one trillion Rupiah) and IDR 1,350,000,000,000 (one trillion three hundred fifty billion Rupiah) per year. Accordingly, most of the Company's assets consist of motor vehicles (representing more than 5096 (fifty percent)) financed by banks and pledged as collateral to the banks. Approval to add the Company's business fields and activities and to align the Company's purposes and objectives with Statistics Indonesia Regulation No. 7 of 2025 concerning the Standard Classification of Business Fields, and therefore amend Article 3 of the Company's Articles of Association. Explanation: The Company intends to add business fields and activities consisting of KBLI Number 62199 concerning Other Computer Programming Activities N.E.C., KBLI Number 58290 concerning Other Software Publishing Activities, KBLI Number 62204 concerning Internet of Things (IoT) Consulting and Design Activities, and KBLI Number 61105 concerning Data Communication System Service Activities. These additions will complement the Company's logistics business ecosystem currently carried out by the Company in addition to its motor vehicle rental business activities, so that the logistics services conducted by the Company can be properly monitored and documented in a centralized manner and evaluated periodically, thereby improving effectiveness and efficiency in the future. Going forward, the Company will also be able to provide rental or logistics services with technology-enabling based solutions as value-added services for the Company's customers.
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3. Approval of the change in the composition of the Board of Commissioners of the Company. Explanation: Based on Article 94 paragraph (1) and 111 paragraph (1) of the Law juncto Article 3 paragraph (1) and Article 23 of OJK Regulation No. 33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Issuers or Public Companies, that changes In the composition of the Board of Commissioners will be decided at the GMS. Materials regarding the agenda of the Meeting are available and can be downloaded on the Company's website (https://www.assa.id/). General Terms : 1, This Meeting invitation is a formal invitation in accordance with the provision of Article 22 paragraph (5) of the Articles of Association of the Company juncto Article 82 paragraph (2) of the Law Number 40 of 2007 on the Limited Liability Company, and Article 52 paragraph (1) POJK No. 15/2020, so that it is no longer necessary to send separate invitations to the Company's shareholders. 2. The shareholders of the Company that can attend or being represented in the Meeting are the shareholders of the Company whose names are listed in the Company's shareholders Register on Monday, May 25, 2026 at 16:00 p.m. 3. Company meetings will be held electronically through the KSEI Electronic General Meeting System (“eASY.KSEI”) application provided by PT Kustodian Sentral Efek Indonesia (“KSEI”) with due observance of POJK No.16/POJK.04/2020 concerning the Implementation of the General Meeting Shareholders of the Public Company electronically juncto Artice 21 of the Company Articles of Association. 4. In connection with the implementation of the Meeting through eASY.KSEI as referred to above, the participation of shareholders in the Meeting can be carried out by the following mechanism: a. Attend the Meeting or give power of attorney electronically through the eASY.KSEI application (https://akses.ksei.co.id/)s b. Be physically present at the Meeting: or C. Granting power of attorney using the conventional Power of Attorney form as referred to in number 9 letter b below.
Page 5 OCR 0.935
The Company urges shareholders to attend electronically or to give power of attorney electronically (e- Proxy) through the eASY.KSEI application as referred to in point 4 letter a of these General Provisions by taking into account the following matters: a. shareholders of the Company that can use the eASY.KSEI application are local individual shareholders whose shares are kept in the collective custody of KSEI: b. shareholders of the Company must first be registered in the KSEI Securities Ownership Reference facility (“AKSes KSEI”). For shareholders who have not been registered, please register through the website (https://akses.ksei.co.id/): C. to use the eASY.KSEI application, shareholders can access the eASY.KSEI menu, eASY.KSEI Login sub-menu located in the AKSes facility (https://akses.ksei.co.id/). Guidelines for registration, use and further explanation regarding eASY.KSEI (e-Proxy and e-Voting) can be found on the website (https://akses.ksei.co.id/). Shareholders of the Company or their proxies who will attend electronically through the eASY.KSEI application as referred to in number 4 letter a, should observe the following provisions: a. shareholders of the Company may declare their presence electronically until Monday, June 15, 2026 at 12.00 WIB (“Deadline of Attendance Declaration"), and cast or change their vote through @ASY.KSEI until the Deadline for Declaration of Attendance. b. for: i. shareholders of the Company who have not made a declaration of presence electronically by the time limit as referred to in number 6 letter a above: ii.” shareholders of the Company who have made a declaration of attendance electronically but have not made a vote until the Deadline of Attendance Declaration: iii. Individual Representatives, and Independent Parties appointed by the Company (PT Raya Saham Registra as the Company's Securities Administration Bureau (“BAE”)) who have received power of attorney from the Company's shareholders, but the shareholders concerned have not made their vote until the Deadline of Attendance Declaration: iv. KSEI/Intermediary participant (Custodian Bank or Securities Company) who has received power of attorney from the shareholders of the Company who has determined the voting choice in the eASY.KSEI application: Must conduct registration of attendance through the eASY.KSEI application on the date of the Meeting from 12.00 WIB to 14.00 WIB. c. Any delay or failure in the electronic registration process for any reason will result in the shareholders or their proxies being unable to attend the Meeting electronically and their share ownership will not be counted in the attendance guorum.
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For shareholders of the Company or their proxies that will physically attend the Meeting as referred to in number 4 letter b above, the shareholders of the Company or their proxies must submit to the registration officer the original Identity Card (hereinafter referred to as “KTP”) or other identification before entering the meeting room. For representatives of the shareholders of the Company in the form of a legal entity, in addition to submitting a photocopy of their ID card or other identification, they must also submit a photocopy of the latest articles of association and a photocopy of the deed of appointment of the last management of the legal entity they represent. In the event that there are shareholders or their proxies who have declared or registered their attendance electronically, but then the shareholders or their proxies are physically present at the Meeting, the Company will cancel the attendance of the shareholders or their proxies electronically in the eASY.KSEI application. Shareholders of the Company may be represented by their proxies: a. by giving power electronically (e-Proxy) through the eASY.KSEI application as referred to in point 4 letter a of these General Provisions with the provisions that shareholders are reguired to convey their power of attorney and/or vote, make changes to the appointment of proxy and/or vote choices for the agenda of the Meeting, or revoke power of attorney, electronically through the eASY.KSEI application from the date of this Invitation until the Deadline for Declaration of Attendance: b. by using the Conventional Power of Attorney form available on the Company's website (www.assa.id), with the following conditions: i. shareholders of the Company are not entitled to give power of attorney to more than one proxy for a portion of the number of shares owned by different votes, ii. in the event that the Power of Attorney as referred to in number 9 letter b is signed outside the territory of the Republic of Indonesia, the Power of Attorney must be legalized by a local public notary and the local government representative office of the Republic of Indonesia, iii.” the original Power of Attorney which has been completed and signed along with a photocopy Of the ID card or other identification from the attorney, must have been received by the Company through the BAE at its address at Plaza Sentral Building, 2nd Floor, Jl. General Sudirman Kav. 47-48, Jakarta 12930, Telephone #6221 2525666, Fax #6221 2525028, on every working day from the date of this Meeting Notice until at the latest 3 (three) working days before the Meeting is held, namely Thursday, June 19, 2025 until by 16:00 WIB: iv. especially for shareholders in the form of legal entities, must submit: (a) a photocopy of the latest artides of association: and (b) a photocopy of the deed of appointment of the last management of the legal entity he represents, to the BAE at the time of submitting the original Power of Attorney form, in accordance with the provisions as referred to above and
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10. 11. 12. the documents as referred to in number iv letters (a) and (b) also must be submitted before entering the Meeting room. C. If members of the Board of Directors, Board of Commissioners and Employees of the Company act as proxies in the Meeting, the votes cast will not be counted as voting. Shareholders of the Company or their proxies can view the ongoing Meeting through the Zoom webinar by accessing the eASY.KSEI menu, the GMS Live Streaming submenu located at the AKSes facility (https://akses.ksei.co.id/) or the GMS Live Streaming menu on AKSes KSEI mobile, with the following conditions: a. shareholders of the Company or their proxies have been registered in the eASY.KSEI application no later than Monday, June 15, 2026 at 12.00 WIB: b. GMS live streaming have a capacity of up to 500 participants, where the attendance of each participant will be determined on a first come first serve basis. Shareholders of the Company or their proxies that cannot view the Meeting through the GMS live streaming will still be considered valid to attend electronically and share ownership and voting choices are taken into account at the Meeting, as long as they have been registered in the eASY.KSEI application: Cc. shareholders of the Company or their proxies that view the ongoing Meeting through the GMS live streaming but whose electronic attendance is not duly registered on the eASY.KSEI application, then the presence of the shareholders or their proxies is considered invalid and will not be included in the calculation of the guorum of meeting attendance. To get the best experience in using the eASY.KSEI application and/or GMS Live Streaming, shareholders Or their proxies are advised to use the Mozilla Firefox browser. If after the date of this Meeting Notice there are changes in the technical operations of the eASY.KSEI application, or changes to any regulations, guidelines and/or explanations of KSEI related to the conduct Of electronic meetings through the eASY.KSEI application, then such changes shall apply to the conduct of the Meeting, and all the provisions in these General Provisions concerning the conduct of electronic Meeting through the eASY.KSEI application are deemed to be adjusted to such changes. Additional Information: 1. Any shareholder that has arrived at the Meeting venue but cannot enter the Meeting room due to the limited room capacity may still exercise their rights by electronically attending the Meeting or granting power (to attend the Meeting and cast a vote on each Meeting agenda item) to the
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independent party designated by the Company (a Representative of the SAB), by completing and signing the written power of attorney provided by the Company at the Meeting venue: The Company's shareholders or their proxies are kindly reguested to be at the Meeting venue by 13:30 Western Indonesia Time to ensure that the Meeting will start punctually. Registration will be closed at 14:00 Western Indonesia Time for the AGMS and 15:00 Western Indonesia Time for the EGMS. The shareholders or their proxies that arrive after the registration is closed will be deemed absent and therefore deprived of their right to put forward any suggestions and/or ask guestions and Cast votes at the Meeting, The Company will not provide any souvenirs, food, and drink: In the event of an emergency, which makes it impossible for the Company to hold a physical Meeting, the Company will hold the Meeting electronically without the physical presence of the shareholders upon prior notice to the Company's shareholder. Jakarta, May 26, 2026 PT ADI SARANA ARMADA Tbk The Board of Directors
Names mentioned 4 people and organisations named in the text · linked when the evidence is strong
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Financial Services Authority
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PT Kustodian Sentral Efek Indonesia
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PT Raya Saham Registra
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