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20240605_CSAP_Pemanggilan RUPS_31647010_lamp10.pdf
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MEETING RULES
ANNUAL GENERAL MEETING OF SHAREHOLDERS
AND
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF
PT CATUR SENTOSA ADIPRANA Tbk (“Company”)
Thursday, June 27, 2024
I. General requirements
1. The Annual General Meeting of Shareholders ("AGMS") and the Extraordinary General Meeting
of Shareholders ("EGMS") (AGMS and EGMS hereinafter referred to as the "Meeting") will be
held in Indonesian language.
2. Shareholders or shareholders’ proxies who wish to attend the Meeting physically but arrive after
registration for the Meeting has closed, cannot attend the Meeting and their votes will not be
counted and/or cannot ask questions or opinions at the Meeting.
II. Meeting Attendance Quorum
For the AGMS, the following provisions shall apply:
-Article 86 paragraph 1 of Law Number 40 of 2007 ("the Company Law ");
-Article 41 paragraph 1 letter a Financial Services Authority Regulation Number 15/POJK.04/2020
concerning Planning and Implementation of the General Meeting of Shareholders of Public
Companies (" POJK 15/2020 ");
- Article 23 paragraph 1 letter a of the Company's Articles of Association;
namely, the Meeting is valid and can be held and adopt binding resolutions if the Company's
shareholders representing more than 1/2 (one half) of the total number of shares issued by the
Company with valid voting rights are present and/or represented in the Meeting .
For EGMS, the following provisions shall apply:
-Article 89 paragraph 1 of the Company Law;
-Article 43 letter a of POJK 15/2020;
-Article Article 23 paragraph 1 letter c (i) Company's Articles of Association;
namely, the Meeting is valid and can be held and take binding decisions if the Company's
shareholders representing at least 3/4 (three quarters) of the total number of shares issued by the
Company with valid voting rights are present and/or represented in the meeting. Meeting.
III. Process for Submitting Questions and/or Opinions:
1. Shareholders or their proxies who are physically present can ask questions and/or opinions with
the following conditions:
a) submitted in writing by filling in a form distributed to shareholders or their proxies before
entering the Meeting room, filling in the name of the shareholder, number of shares
owned/represented, email address, as well as questions and/or opinions submitted; and
b) submitted when the Chairman of the Meeting gives the shareholders or their proxies an
opportunity before voting on the matter concerned, by raising their hands and submitting the
form to the Meeting officer.
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2. Shareholders or their proxies who are electronically present can submit questions and/or opinions
electronically with the following conditions:
a) Questions and/or opinions are submitted in writing via the chat feature in the "Electronic
Opinions" column available on the E-Meeting Hall screen in the eASY.KSEI application, as
long as the 'General Meeting Flow Text' column still says "Discussion started for agenda
item no. [ ] ”.
The Company will deactivate the “raise hand ” and “allow to talk ” features in Zoom
webinars at AKSes facilities.
b) When asking questions, shareholders or their proxies are required to write down the name of
the shareholder, the number of shares owned/represented, and the shareholder's email
address .
3. Only shareholders or their legal proxies who are physically or electronically present at the
Meeting have the right to ask questions and/or opinions in writing regarding the Meeting agenda
item being discussed.
4. The Company has the right not to answer questions that do not include the name of the
shareholder and the number of shares owned/represented.
5. Questions and/or opinions submitted must be directly related to the Meeting agenda being
discussed.
6. To provide equal opportunities to all shareholders, each shareholder or their proxies who are
physically or electronically present can submit a maximum of 2 (two) questions and/or opinions.
7. The question and answer session is limited to a maximum of 10 minutes for each Meeting
agenda item.
8. If several questions are asked regarding the same material, these questions will be answered at
once.
9. The Company will, as far as possible, answer questions in the order in which they are submitted.
10. To make the Meeting more effective and efficient, the Chairman of the Meeting has the right to
determine whether to respond to questions directly (orally) or in writing.
11. Questions that have not been responded to directly (orally) will be responded to in writing within 3
(three) working days after the Meeting date. The Company will send responses to the email
addresses stated by shareholders or their proxies in the inquiry form or in the chat feature in the "
Electronic Opinions " column available on the E-Meeting Hall screen in the eASY.KSEI
application. If the shareholder or their proxy does not include an email address , the Company's
response will be sent by letter to the shareholder's address listed in the Company's Register of
Shareholders.
IV. Voting and Vote Counting Process:
1. Vote counting will be carried out by referring to the provisions of the Company Law, POJK
15/2020, Financial Services Authority Regulation Number 16/POJK.04/2020 concerning the
Implementation of Electronic General Meetings of Shareholders of Public Companies and the
Company's Articles of Association, which are as follows:
a) Meeting resolutions are adopted based on deliberation to reach consensus;
b) In the event that a resolution based on deliberation to reach consensus is not reached, the
resolution is adopted by voting. Shareholders or their proxies have the right to cast AGREE
vote, DISAPPROVE vote or ABSTAIN vote on each agenda item of the Company;
c) Resollution on the proposal submitted in
(i) The AGMS is valid if it is approved by more than 1/2 (one half) of the total number of
votes present and/or represented at the Meeting;
(ii) An EGMS is valid if it is approved by more than 3/4 (three quarters) of the total
number of votes present and/or represented at the Meeting;
d) In accordance with Article 47 POJK 15/2020, an ABSTAIN vote is considered to have cast
the same vote as the vote of the majority of shareholders who voted.
2. Voting for shareholders or their proxies who are physically present at the Meeting is carried out
using the following procedures:
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a) The Chairman of the Meeting will ask shareholders or their proxies who DISAPPROVE or
ABSTAIN with the proposed proposal to raise their hands and submit their ballot papers to
the Meeting officer;
b) For proxies of shareholders who have received proxies with voting options via the
eASY.KSEI application, the votes that will be counted are the votes cast by the shareholders
via the eASY.KSEI application, so that the relevant shareholders' proxies do not need to
raise their hands and submit ballot papers to the Meeting officers;
c) Shareholders or shareholders' proxies who do not raise their hands to submit a vote of
DISAPPROVE or ABSTAIN to the proposed proposal, are deemed to have agreed to the
proposed proposal without the Chairman of the Meeting needing to ask the shareholders or
shareholders' proxies to raise their respective hands as a sign of an agreement;
d) Shareholders or shareholders' proxies who have registered but leave the Meeting room and
do not report this matter to the registration officer before the Meeting is finished, are deemed
to be present and agree to the proposals submitted at the Meeting.
3. Voting for shareholders or their proxies who electronically attend via the eASY.KSEI application is
carried out using the following procedures:
a) The voting process takes place in the eASY.KSEI application in the E-Meeting Hall menu,
Live Broadcasting sub menu;
b) Shareholders who are present or have provided electronic power of attorney at the Meeting
via the eASY.KSEI application, but have not yet determined their vote choice, will have the
opportunity to convey their vote choice during the voting period opened by the Company via
the E-Meeting Hall screen in eASY.KSEI application;
c) During the electronic voting process, you will see the status "Voting for agenda item no [] has
started” in the 'General Meeting Flow Text' column ;
d) Direct electronic voting via the eASY.KSEI application is allocated for a maximum of 2 (two)
minutes;
e) Shareholders who have cast their votes before the Meeting begins and shareholders or their
proxies who have registered via the eASY.KSEI application on the date of the Meeting will
be considered valid to attend the Meeting even if they do not follow the Meeting until the end
for whatever reason;
f) If the shareholders or their proxies do not vote until the Meeting implementation status seen
in the ' General Meeting Flow Text ' column changes to " Voting for agenda item no [] has
ended ”, then the shareholder or their proxies will be deemed to have voted ABSTAIN for the
relevant Meeting agenda item.
4. Furthermore, the votes cast by shareholders or their proxies, both physically and electronically,
will be counted by the Company's Securities Administration Bureau and then verified by a Notary
as an independent public official.
5. The Chairman of the Meeting will ask the Notary to inform the results of the vote count for each
Meeting agenda item.
V. Live Broadcast of Meetings
1. Shareholders or their proxies who have registered on the eASY.KSEI application no later than
June 26 2024 at 12.00 WIB can watch the ongoing Meeting via Zoom webinar ("GMS Viewing")
by accessing the eASY.KSEI application.
2. Shareholders or their proxies who do not have the opportunity to witness the implementation of
the Meeting via the GMS Broadcast are still considered legally present electronically and their
share ownership and vote choices are taken into account at the Meeting, as long as their
attendance at the Meeting has been registered in the eASY.KSEI application.
3. Shareholders who only watch the Meeting via the GMS Broadcast, but do not declare their
presence on the eASY.KSEI application, will not be counted in the Meeting attendance quorum.
4. To get the best experience in using the eASY.KSEI application and/or GMS broadcasts,
shareholders or their proxies are advised to use the Mozilla Firefox browser .
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VI. Miscellaneous
During the Meeting, shareholders or their proxies who are physically present are requested to:
a. deactivated or set to a silent position cell phones and/or other communication devices;
b. not to hold discussions with fellow Meeting participants so as not to disrupt the proceedings of the
Meeting;
c. do not interrupt/interrupt other people's conversations.
d. Shareholders and their proxies are expected to remain in the Meeting room after the AGMS is
closed because it will immediately be followed by the EGMS.
Jakarta, June 5, 2024
PT Catur Sentosa Adiprana Tbk
Board of Directors
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