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20240606_KOTA_Pemanggilan RUPS_31647707_lamp2.pdf
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Notice of the Annual General Meeting of Shareholders
PT DMS PROPERTINDO Tbk
No. 243/DMSP/VI/2024
The Board of Directors of PT DMS PROPERTINDO Tbk (the “Company”), hereby invited the
Company’s shareholders to attend the Annual General Meeting of Shareholders (“Meeting”), which
will be held on:
Day/Date : Friday, June 28, 2024;
Time : 10:00 WIB - onwards;
Azana Suite Hotel Antasari, PSW Tower, Jl. Pangeran Antasari
Venue : No.75, Kec. Cilandak, Kota Jakarta Selatan, Daerah Khusus
Ibukota Jakarta 12430.
The Meeting agendas are as follows:
1. Approval and ratification of the Annual Report for the financial year ended December 31, 2023,
which consists of:
a. Report on the management of the Company by the Board of Directors and the
Report on the supervision of the Company by the Board of Commissioners for the
financial year ended on December 31, 2023;
b. Financial Statements and ratification of the balance sheet as well as the calculation of
profit and loss for the financial year ended on December 31, 2023 as well as granting
and release and full acquittal (acquit et de charge) to all members of the Board of
Directors and members of the Board of Commissioners of the Company for the
management and supervision actions they have taken for the financial year ended on
December 31, 2023.
Explanation: the above agenda is in accordance with the provisions of (i) Article 9 paragraph
(4) letter a and letter b of the Company's Articles of Association, (ii) Article 66
paragraph (1) and Article 69 paragraph (1) of Law Number 40 of 2007
concerning Limited Liability Companies as partially amended by Law number 6
of 2024 concerning Government Regulations in Lieu of Law number 2 of 2023
concerning Job Creation (“UU PT”) and (iii) Article 41 paragraph (1) letter a
Financial Services Authority Regulation Number 15/POJK.04/2020 concerning
the Plan and the Implementation of the General Meeting of Shareholders of
Public Company (“POJK No. 15/2020”).
2. Determination of the Company's profit and loss for the financial year ended on December 31, 2023.
Explanation: the above agenda is in accordance with the provisions of (i) Article 9 paragraph
(4) letter c of the Company's Articles of Association, (ii) Article 70 and Article 71
paragraph (1) of the Company Law and (iii) Article 41 paragraph (1) letter a
POJK No. 15/2020.
3. Determination of the amount of salary and other benefits for members of the Board of
Directors and members of the Board of Commissioners of the Company.
Explanation: the above agenda is in accordance with the provisions of (i) Article 14
paragraph (11) and Article 17 paragraph (9) of the Company's Articles of
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Association, (ii) Article 96 and Article 113 of UU PT and (iii) Article 41
paragraph (1) letter a POJK No. 15/2020.
4. Appointment of Public Accountant who will audit the Company's financial statements for the
financial year ending on December 31, 2024.
Explanation: the above agenda is in accordance with the provisions of (i) Article 9 paragraph
(4) letter d of the Company's Articles of Association, (ii) Article 68 of the
Company Law, (iii) Article 3 of Regulation of the Financial Servıces Authorıty
No. 9/2023 concernıng the Use of Publıc Accountant Servıces and Public
Accountıng Firm in Financial Servıce Activities and (iv) Article 41 paragraph (1)
letter a POJK No. 15/2020.
5. Re-appointment of all members of the Board of Directors and Board of Commissioners of the
Company.
Explanation: the above agenda is in accordance with the provisions of Article 3 paragraph (1),
Article 8 paragraph (3), Article 23 and Article 27 of the Financial Services
Authority Regulation No. 33/POJK.04/2014 concerning the Board of Directors
and Board of Commissioners of Issuers or Public Company.
Note:
1. The Company will not send a specific invitation to shareholders given that this invitation
constitutes an official invitation to the Company. This invitation can also be found at the
Company’s website at https://www.dmspropertindo.com and the application of eASY.KSEI.
2. Materials related to the Meeting are available at the Company’s website as of the
Invitation date on June 6, 2024 and up to the Meeting’s date on June 28, 2024, as the
Company informed above.
3. The shareholders who are entitled to attend or be represented at the Meeting are those
whose names are listed in the Shareholders Register of the Company as of the Stock
Exchange’s closing hour on June 5, 2024.
4. Shareholders can participate in the Meeting by either:
a. physically attending the Meeting; or
b. electronically attending the Meeting through the application of eASY.KSEI.
5. Shareholders who wish to attend electronically, as mentioned in item 4 letter b, must be
local individual shareholders who have shares deposited in KSEI’s collective custody.
6. Shareholders can utilize the eASY.KSEI by accessing eASY.KSEI menu, Login
eASY.KSEI submenu in the AKSes facility (https://akses.ksei.co.id/).
7. Prior to participating in the Meeting, shareholders must first read the terms presented in
this Invitation, as well as other stipulations related to Meeting as authorized by the
Company. Other terms can be found in the attached document on the ‘Meeting Info’
feature provided in the eASY.KSEI and/or Meeting invitations posted at the websites of
the respective Company. The Company retains the rights to authorize more terms in
relation to shareholders or shareholder representatives’ physical participation in the
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Meeting.
8. Shareholders who wish to physically attend the Meeting or exercise their voting rights
through the eASY.KSEI, must first inform their attendance or the attendance of their
appointed representatives, and/or submit their votes through the eASY.KSEI.
9. The deadline for declaring attendance, appointing representatives, or submitting votes
through the eASY.KSEI is set at 12:00 pm Western Indonesian Time (WIB) 1 (one)
business day before the Meeting’s date.
10. Prior to entering the Meeting room, all shareholders or their representatives who wish to
physically participate in the meeting must first fill in the attendance list and show original
proofs of identity.
11. The Meeting will be held as efficiently as possible without reducing the validity of the
Meeting in accordance with the provisions of POJK No. 15/2020. The Shareholders who
are unable to attend the Meeting and will give power of attorney to attend the Meeting
(non-electronically), can provide the power of attorney to attend the Meeting, with the
following conditions:
a. The format of the power of attorney can be downloaded on the Company's
website as of the date of the summons to the Meeting and the power of attorney
must be filled in according to the instructions stipulated therein and submitted to
the Board of Directors of the Company through PT BIMA REGISTRA as the
Company's Securities Administration Bureau (“BAE”), no later than before 16:00
Western Indonesia Time, June 27, 2024, namely 1 (one) business days before
the Meeting is held;
b. For the Company’s shareholders who signed the power of attorney abroad, the
pertaining power of attorney must be legalized by the Indonesian
Embassy/Consulate General of the Republic of Indonesia in the local country;
12. For Shareholders (individual/legal entity)/Proxies who are physically present, are
requested to bring the following documents:
a. For individual Shareholder, copy of valid personal identification
(Residential Identity Card/KTP or passport);
b. For legal entity Shareholder, copy of its articles of association and any
amendments thereto, together with the latest composition of the management,
and Single Business Number (NIB)/Tax Identification Number (NPWP);
c. For Proxy, a valid power of attorney enclosed with a copy of respective
identification documents of the authorizer and the attorney.
13. Shareholders who wish to attend or authorize a representative to attend the Meeting
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electronically through the eASY.KSEI must consider the following points:
a. Registration Process:
i. Local individual shareholders who have not provided their
attendance declaration before the deadline mentioned on item
9, but wish to attend the Meeting electronically, must first
register their attendance through the eASY.KSEI during the
date of the Meeting and before the time that the Company
ends the Meeting's electronic registration;
ii. Local individual shareholders who have provided their
attendance declaration but have not submitted their vote on a
minimum of 1 (one) of the Meeting agendas through the
eASY.KSEI before the deadline mentioned on item 9 and
wish to attend the Meeting electronically, must first register
their attendance through the eASY.KSEI during the date of
the Meeting and before the time that the Company ends the
Meeting's electronic registration;
iii. Shareholders who have authorized the Company’s
Independent Representative or an Individual Representative
but have not submitted their vote on a minimum of 1 (one) of
the Meeting agendas through the eASY.KSEI before the
deadline mentioned on item 9 and wish to attend the Meeting
electronically must first register their attendance through the
eASY.KSEI during the date of the Meeting and before the
time that the Company ends the Meeting's electronic
registration;
iv. Shareholders who have authorized an Intermediary
Participant Representative (Custodian Bank or Securities
Company) and have submitted their vote through the
eASY.KSEI before the deadline mentioned on item 9 are
required to request their registered representatives in the
eASY.KSEI to register their attendance through the
eASY.KSEI during the date of the Meeting before the time
that the Company ends the Meeting's electronic registration;
v. Shareholders who have submitted their attendance
declaration or authorized a Company-appointed Independent
Representative or Individual Representative and have provided
their votes for a minimum of 1 (one) of the Meeting agendas
through the eASY.KSEI before the deadline mentioned on
item 9 do not need to electronically register their attendance
through the eASY.KSEI on the Meeting’s date. Shares’
ownership will be automatically calculated as an attendance
quorum and submitted votes will be automatically counted
during the Meeting’s voting process;
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vi. Lateness or electronic registration failures, as mentioned in
points number i - iv, for whatever reason that cause
shareholders or their representatives to not be able to
electronically attend the Meeting, will prevent their shares
from being counted as a quorum for the Meeting;
b. Electronic Statements or Opinions Submission Process:
i. Shareholders or their representatives are provided 3 (three)
opportunities to present their questions and/or opinions in
discussion in each Meeting agendas. Questions and/or
opinions on each of the Meeting agendas can be submitted in
writing by the Shareholders or their representatives through
the chat feature in the ‘Electronic Opinions’ made available in
the E-Meeting Hall screen of the eASY.KSEI. Questions
and/or opinions can be given as long as the Meeting’s status
in the ‘General Meeting Flow Text’ status is written as
“Discussion started for agenda item no. [ ]”;
ii. The mechanism of handling questions and/or opinions
through 'Electronic Opinion' screen in the eASY.KSEI is
determined by the Company and will be stipulated by the
Company in the Meeting Guidelines through the eASY.KSEI;
iii. Shareholders’ representatives who electronically attend the
Meeting and submit a question and/or opinion during a
discussion session of one of the Meeting agendas are
required to type in the name of the shareholder and amount of
shares they represent first before they write their respective
questions and/or opinions;
c. Voting Process:
i. The voting process will be conducted electronically through
the E-Meeting Hall menu, Live Broadcasting submenu of the
eASY.KSEI;
ii. Shareholders or their representatives who have not submitted
their votes on the particular Meeting agenda, as mentioned in
item 13 letter a number i - iii, are given an opportunity to
submit their votes as the Company opens the voting period in
the E-Meeting Hall screen of the eASY.KSEI. After the
electronic voting period for one of the Meeting agendas is
started, the system will automatically count down the voting
time by a maximum of 5 (five) minutes. During the electronic
voting time, a “Voting for Agenda item no [ ] has started”
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status would be displayed at the ‘General Meeting Flow Text’
column. Shareholders or their representatives who have not
submitted their votes during a specific Meeting agenda after
the ‘General Meeting Flow Text’ column’s status has changed
to “Voting for Agenda item no [ ] has ended” will be
considered to give an Abstain vote for the related Meeting
agenda;
iii. The voting time in th electronic voting process is a
standardized time set by the eASY.KSEI. Voting time for each
of Meeting agendas (with a maximum of five minutes per
Meeting agenda) and will be stipulated in the Meeting
Guidelines through the eASY.KSEI;
d. Live Broadcast of the Meeting:
i. Shareholders or their representatives who have been
registered in the eASY.KSEI no later than the deadline
mentioned on item 9 can watch the Meeting live via Zoom in
webinar format by accessing the eASY.KSEI menu, submenu
Tayangan RUPS in the AKSes facility (https://akses.ksei.co.id/);
ii. Tayangan RUPS has a capacity of 500 participants provided
in a first come, first serve basis. Shareholders or their
representatives who could not be accommodated in the
Meeting’s broadcast are still considered to have electronically
attended the Meeting and their share ownerships and votes
are still counted, as long as they have registered through the
eASY.KSEI, as specified above in item 13 letter a number i - v;
iii. Shareholders or their representatives who only watch the
Meeting through Tayangan RUPS but were not electronically
registered as participants in the eASY.KSEI, as specified
above in item 13 letter a number i - v, will not be considered
as a legal participant and are not counted as part of the
Meeting’s quorum;
iv. Shareholders or their representatives who watch the Meeting
through Tayangan RUPS can use the raise hand feature to
submit questions and/or opinions during the discussion
sessions for each of the Meeting agendas. Shareholders or
their representatives can directly ask questions or voice their
opinions if the Company has allowed and activated the allow
to talk feature. Mechanisms for discussion on each of the
Meeting agendas, including the use of the allow to talk feature
in Tayangan RUPS are determined by the Company and will
be stipulated by the Company in the Meeting Guidelines
through the eASY.KSEI;
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v. Shareholders or their representatives are encouraged to use
the Mozilla Firefox browser for the best experience in using
the eASY.KSEI and/or Tayangan RUPS.
14. The Shareholders of the Company are not entitled to grant power of attorney to more
than one proxy for a portion of the total shares they own with a different vote, except:
a. Custodian Bank or Securities Company as Custodian representing its clients
who own the shares of the Company;
b. Investment Managers who represent the interests of the Mutual Funds they
manage.
15. In order to implement the Company's efficiency, therefore the Company does not
provide souvenirs and Annual Reports in physical form to the Shareholders/Proxies who
are present at the Meeting.
Jakarta, June 6, 2024
Board of Directors
PT DMS PROPERTINDO Tbk
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Financial Services Authority
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PT BIMA REGISTRA
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