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20240604_GJTL_Pemanggilan RUPS_31646229_lamp2.pdf

RUPS notice Text extracted GJTL

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Page 1
                                INVITATION TO
                   ANNUAL GENERAL MEETING OF SHAREHOLDERS

Shareholders of the Company are hereby invited to attend the Company’s Annual General
Meeting of Shareholders (“the Meeting”) which will be held on:

     Date                  :   Wednesday, June 26, 2024
     Time                  :   02.00 pm Western Indonesian Time
     Venue                 :   Lune Ballroom - Mezannine Floor,
                               Movenpick Hotel Jakarta City Centre,
                               Jalan Pecenongan No. 7-17, Central Jakarta.

The agenda will be as follows:

1. a. Approval of the Annual Report including the ratification of the Company’s Annual
      Financial Statements and the Report of the Board of Commissioners Supervisory Duties
      for the fiscal year ended on December 31, 2023.
   b. Determination of the Company’s appropriation of profit for the fiscal year 2023.

2. Appointment of an Independent Public Accountant to audit the Company’s Annual Financial
   Statements for the fiscal year 2024.

3. a. Appointment of the members of the Company's Board of Directors and Board of
      Commissioners.
   b. Determination regarding the duties, powers, salary and other allowance of the members
      of the Company's Board of Directors and determination of the honorarium and other
      allowance of the members of the Company's Board of Commissioners.

Clarification on the Meeting’s agenda:

- Agenda item 1 and agenda item 2 constitutes a routine event which is held in order to fulfill
  the provisions as set out in the Company’s Articles of Association.
- Agenda item 3 is submitted since in accordance with Article 10 paragraph 2 and Article 13
  paragraph 3 of the Articles of Association of the Company, the term of office of the members
  of the Board of Directors and the Board of Commissioners will be expired at the closing of
  the Meeting.

Notes:

1. Those who are entitled to attend or be represented in the Meeting are the Shareholders
   whose names are registered in the Company's Register of Shareholders or the holders of
   sub-accounts which have an account balance at the Collective Custody (Penitipan Kolektif)
   at PT. Kustodian Sentral Efek Indonesia (“KSEI”) at the end of trading on Monday, June 3,
   2024.

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2. Shareholders or their proxies who will attend the Meeting are requested to bring and submit
   to the Company’s staff a photocopy of residence card (Kartu Tanda Penduduk - KTP) or
   other identification document before entering the Meeting venue.
   Shareholders in the form of legal entities such as Limited Liability Companies, Cooperatives,
   Foundations or Pension Funds are required to submit to the Company’s staff a photocopy
   of the Articles of Association of the respective legal entity.
   With respect to the shares of the Company which are held in the collective depository at
   KSEI, shareholders or their proxies are required to bring a confirmation letter for the Meeting
   (“KTUR”) which can be obtained through Members of the Stock Exchange or a Custodian
   Bank.

3. The Meeting will be held electronically through the KSEI Electronic General Meeting System
   (“eASY.KSEI'') facility provided by KSEI.

4. Shareholders can participate in the Meeting by either:
   a. physically attending the Meeting; or
   b. electronically attending the Meeting through the eASY.KSEI.

   The Company urges shareholders to authorize an independent party appointed by the
   Company to represent shareholders, attend and vote at the Meeting, namely the Company's
   Securities Administration Bureau, PT Datindo Entrycom.

5. Shareholders who can attend electronically as mentioned in point 4.b. are local individual
   shareholders whose shares are kept in the collective custody of KSEI.

6. a. Shareholders who are unable to attend the Meeting may grant power of attorney:
      (i) through a power of attorney form provided on the Company's website which can be
           submitted by the proxy at the time of registration before attending the Meeting; or
      (ii) electronically through the KSEI Electronic General Meeting System (eASY.KSEI)
           provided by KSEI. Guidelines for registration, use, and further explanation regarding
           eASY.KSEI can be found on the website (https://akses.ksei.co.id/).
   b. In determining a quorum of the Meeting, members of the Board of Directors, members of
      the Board of Commissioners and Company employees may act as a proxy of the
      shareholders, however in the voting, they as proxies of shareholders are not eligible to
      cast votes.
   c. The deadline for declaring electronic attendance, appointing representatives through
      electronic proxy (e-proxy), or submitting electronic votes through the eASY.KSEI is set
      at 12:00 pm Western Indonesian Time (WIB) 1 (one) business day before the Meeting’s
      date.
   d. Shareholders who wish to attend or authorize a representative to attend the Meeting
      electronically through the eASY.KSEI must consider the following points:
      1) Registration Process
           i. Local individual shareholders who have not provided their attendance declaration
               before the deadline mentioned on item 6.c., 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 6.c. 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.

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   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 6.c. 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 6.c. 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 6.c. 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.
   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.

2) Electronic Statements or Opinions Submission Process
   i. Shareholders or their representatives are provided 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 respective Company and
        will be included in the Company’s 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.




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      3) The 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 6.d. number 1) roman numerals
             i – iii, are given an opportunity to submit their votes directly as the Company opens
             the voting period in the E-Meeting Hall screen of the eASY.KSEI. During the
             electronic voting time, a “Voting for Agenda item no [ ] has started” 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.

      4) Watch The Meeting through Tayangan RUPS (GMS Video Streaming)
        i. Shareholders or their representatives who have been registered in the eASY.KSEI
             no later than the deadline mentioned on item 6.c. can watch the Meeting live via
             Zoom webinar through the eASY.KSEI menu, submenu Tayangan RUPS, which
             located 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 6.d. number 1) roman numerals 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 6.d. number 1) roman numerals i - v, will
             not be considered as a legal participant and are not counted as part of the
             Meeting’s quorum.

7. The materials which will be discussed in the Meeting are available during office hours at the
   office of the Company, Wisma Hayam Wuruk 10 th Floor, Jl. Hayam Wuruk No. 8, Jakarta
   10120 from the date of this invitation until the date of the Meeting and copies of such material
   can be obtained by shareholders through a written request to the Company or can be
   accessed through the Company's website, https://www.gt-tires.com.

8. To facilitate an orderly Meeting, shareholders or their proxies are respectfully requested to
   be present in the Meeting venue, 30 (thirty) minutes prior to the Meeting commences.

9. In holding the Meeting, the Company does not provide food and beverages as well as
   souvenirs to the Shareholders who attend the Meeting.


                                   Jakarta, June 4, 2024
                             The Company's Board of Directors




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unresolved org PT. Kustodian Sentral Efek Indonesia p.1
unresolved org Sentral Efek Indonesia p.1
unresolved org PT Datindo Entrycom. p.2

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