20240522_ASSA_Pemanggilan RUPS_31641973_lamp1.pdf

   relevant financial year as well as the supervisory duty report of the Board of Commissioners shall be
   authorized by the GMS.


2. Determination of the use net profits of the financial year ended on 31 December 2023
   and distribution of cash dividends by taking into account the procedures for distributing
   dividends in accordance with capital market regulations.


   Explanation:
   Based to Article 71 paragraph (1) of the Company Law juncto Article 19 paragraph (2) juncto Article
   25 paragraph (2) of the Company's articles of association applies, the use of net profit for the
   financial year concerned must be determined at the GMS and dividend distribution will be paid in
   accordance with the Company's financial capabilities based on the decisions taken at the GMS.


3. The Appointment of the Public Accountant that will audit the financial report of the
   Company for the year ended on 31 December 2024 and the granting of the authority to
   determine the honorarium for the Public Accountant as well as other requirements.


   Explanation:
   Pursuant to Article 59 paragraph (1) Regulation of the Financial Services Authority ("POJK") No.
   15/POJK.04/2020 on the Planning and Implementation of the General Meeting 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 termination of the public accountant and/or the
   public accountant office that will provide audit service on the annual historical financial information
   shall be determined in the GMS by taking into consideration the proposals from the Board of
   Commissioners.


4. The approval on the determination of salary, honorarium and other benefits for the
   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.

5. Report on the realization of the use of funds up to the 2023 financial year on the results
   of the limited public offering to the shareholders of the Company for Capital Increase by
   granting Pre-emptive Rights (“PMHMETD I”).

      Explanation:
      The Company conducted a limited public offering of PMHMETD I by issuing 600,000,000 (six hundred
      million) units of convertible bonds, named the 2021 Adi Sarana Armada Convertible Bonds I with a
      principal amount of IDR 720,000,000,000,- (seven hundred and twenty billion Rupiah). Based on
      Article 6, Article 7, and Article 8 of POJK No. 30/POJK.04/2015 concerning Report on the Realization
      of the Use of Proceeds from the Public Offering, the Company as a public company that conducts a
      public offering of debt securities that can be converted into shares is obliged to account for the
      realization of the use of proceeds from the issuance of debt securities that can be converted into
      shares in the GMS year until the funds have been fully realized.



B. EGMS Agenda and Explanation on the EGMS Agenda :


    1. The Approval on the encumbrance of most of or all of the Company’s assets including but
      not limited to the land and building, units of vehicle and the business receivables to
      obtain the loan from the Financial Institution, including the additional loans in the future
      for the Company and all of the Company’s business units with the security value as well
      as the terms and conditions that are deemed appropriate by the Board of Directors of the
      Company.


      Explanation:
      Based on Article 102 of the Company Law juncto Article 43 of POJK No. 15/2020, in the event the
      Company wishes to encumber most or all of its assets, the Company must obtain the GMS approval.
      Whereas the Company's main business sector is motor vehicle rental services, which every year
      requires funding from the Bank to rejuvenate vehicles whose use has reached 4 years. Apart from
      that, the Company also needs funds to increase the company's business by purchasing cars, which
      on average The annual average so far has reached IDR 750,000,000,000,- (seven hundred and fifty
      billion Rupiah) to IDR 1,300,000,000,000,- (one trillion three hundred billion Rupiah), so that the
      majority of the Company's assets are motor vehicles (reaching more than 50% (fifty percent) which
      are funded by the Bank and used as collateral to the Bank.


    2. Discussion of feasibility studies on the basis of additional business activities of the
      Company as well as amendments to Article 3 of the Company Articles of Association in
      connection with additional business activities of the Company.

         Explanation:
         Additional business activities of the Company are business activities in the field of Providing Human
         Resources and Management of Human Resources Functions (KBLI 78300) which are expected to
         complement the Company's business strategy, in which the Company will carry out activities to
         present workers work history in matters relating to wages, taxes and financial issues and other
         resources including worker/labor service providers.


     3. Change name of the Company building domicile.


         Explanation:
         In connection with the change in building name:


         Previously:
         Graha Kirana Building, 6th Floor, Jalan Yos Sudarso No. 88, Sunter Jaya Village, Tanjung Priok
         District, North Jakarta 14350


         After:
         Samudera Kirana Building, 6th Floor, Jalan Yos Sudarso No. 88, Sunter Jaya Village, Tanjung Priok
         District, North Jakarta 14350.


         This is due to a change in ownership and management of the building from PT Nusa Kirana Real
         Estate to PT Samudera Pelabuhan Indonesia.



     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, 3 June 2024 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 in conjunction with Article 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/);
     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.


5.   In line with the Government's call in the Instruction of the Minister of Home Affairs Number 53 of 2022
     concerning Prevention and Virus Disease 2019 During the Transition Period Towards Endemic, then in
     order to support the control of the spread Corona Virus Disease 2019 (COVID-19), 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/).


6.   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 Tuesday June 25, 2024
       at 12.00 WIB ("Deadline of Attendance Declaration"), and cast or change their vote through
       eASY.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 quorum.


7.   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 enter 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.


8.   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.


9.   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 required 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 Friday, June 21, 2024 until by 16:00 WIB;
         iv.    Especially for Shareholders in the form of legal entities, must submit: (a) a photocopy of the
                latest articles 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
                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.


10. 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 Tuesday June 25, 2024 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;
         c.     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 quorum of meeting attendance.


11. 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.

Additional Information:
To help control the spread of the COVID-19, in line with the Government’s order as contained in Instruction
of the Minister of Home Affairs Number 53 of 2022 on the Prevention and Control of Corona Virus Disease
2019 in the Transition to the Endemic Phase, the Company will limit the number of Shareholders that can
physically attend the Meeting. Any Shareholder or their proxy that will physically attend the Meeting must
ensure that they are in good health, not confirmed positive to COVID-19, and not in close contact with a
patient confirmed positive to COVID-19 and must follow the applicable health protocol at the Meeting venue
as established by the Company, among other things, as set out below:
   a. The Shareholder or their proxy must wear a face mask while at the Meeting venue;
   b. The Shareholder or their proxy must use the hand sanitizer provided before entering the Meeting
        room;
   c.   To implement the physical distancing policy, the Meeting helpers will guide the Shareholder or their
        proxy to the designated rooms and limit the number of participants in 1 (one) room;
   d. The Shareholder or their proxy must follow the Meeting committee’s direction in implementing the
        physical distancing policy while at the Meeting venue;
   e. 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
        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;
   f.   The Company’s Shareholders or their proxies are kindly requested 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 questions and
        cast votes at the Meeting;
   g. The Company will not provide any souvenirs, food, and drink;
   h. Any update and/or additional information on the procedure for conducting the Meeting in relation to
        the latest condition and development of the integrated measures and control for preventing the
        spread of COVID-19 will be published on the Company’s website (www.assa.id);
   i.   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, 4 June 2024
                                      PT ADI SARANA ARMADA Tbk
                                           The Board of Directors