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20240603_HOKI_Pemanggilan RUPS_31645357_lamp3.pdf

RUPS notice Text extracted HOKI

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                            PT BUYUNG POETRA SEMBADA Tbk
                                      (“Company”)
                                        INVITATION
                           ANNUAL GENERAL MEETING (“AGM”)

The Board of Directors of PT Buyung Poetra Sembada Tbk (“Company”), hereby would like to invite all
of its Shareholders to attend the AGM (“Meeting”) which will be held on :

Day and Date        : Tuesday, June 25, 2024
Time                : 14:00 - 16:00 Indonesia Western Time
Place               : PT Buyung Poetra Sembada Tbk's Hall Room, Koki Fruit
                      Building, 2nd Floor, Jln. Peta Barat No.9A Pegadungan, Kalideres,
                      West Jakarta.

With the Meeting Agenda as follows:

1. Approval and ratification of the Company's Annual Report and Sustainability Report including the
   Company's Consolidated Financial Report and the Supervisory Duties Report of the Company's
   Board of Commissioners for the financial year ending December 31, 2023.
   The explanation:
   Based on the provisions of Article 12 paragraph (3) and paragraph (4) of the Company's Articles of
   Association 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 2023 regarding
   Government Regulation in Lieu of Law number 2 of 2022 concerning Job Creation ("PT Law"), at the
   General Meeting of Shareholders the Company's Annual Report is submitted including the Directors'
   Management Report and the Board of Commissioners' Supervisory Duties Report to obtain approval
   from the Meeting as well as the Company's Financial Report on financial year ending on 31
   December 2023 to obtain approval from the Meeting.

2. Approval of the determination of the use of the Company's retained earnings for the financial
   year ending December 31, 2023;
   The explanation:
   Based on the provisions of Article 71 paragraph (1) of the PT Law, the Meeting will discuss and
   decide on the use of the Company's retained earnings for the financial year ending 31 December
   2023.

3. Approval of the appointment of a Public Accountant and Public Accounting Firm to examine and
   audit the Company's Financial Report for the financial year ending 31 December 2024.
   The explanation:
   Based on the provisions of Article 12 paragraph (3) letter d of the Company's Articles of Association,
   Article 59 of OJK Regulation Number 15/POJK.04/2020 concerning Planning and Implementation of
   the General Meeting of Shareholders of Public Companies ("POJK No.15/2020") and Article 13 of the
   Regulation OJK Number 13/POJK.03/2017 concerning the Use of Public Accounting Services and
   Public Accounting Firms, the Public Accounting Firm which will audit the Company's books for the
   financial year ending 31 December 2024 must be decided by the General Meeting of Shareholders
   taking into account the proposal of the Board of Commissioners.
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4. Approval of determining the amount of salary or honorarium and allowances for members of the
   Board of Directors and the Board of Commissioners of the Company.
   The explanation:
   To comply with the provisions of Article 17 paragraph (8) and Article 20 paragraph (13) of the
   Articles of Association, Article 96 and Article 113 of the PT Law, the amount of salary or honorarium
   and other allowances for members of the Board of Directors and Board of Commissioners is
   approved by the Meeting.



Notes:

   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 www.topikoki.com and the eASY.KSEI.


   2.    Materials related to the Meeting are available at the Company’s office as of the Invitation date
         on June 03, 2024 and up to the Meeting’s date on June 25, 2024, as the Company informed
         above.


   3.    The shareholder 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 May 31, 2024.


   4.    Shareholders can participate in the Meeting by either:

            a.   physically attending the Meeting; or

            b.   electronically attending the Meeting through the 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 each 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 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
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      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.   Shareholders who wish to attend or authorize a representative to attend the Meeting
      electronically through the eASY.KSEI must consider the following points:


        a.    Registration Process


                            Local individual shareholders who have not provided their attendance
                  i.        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.


                            Local individual shareholders who have provided their attendance
                  ii.       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.


                            Shareholders who have authorized the Company’s Independent
                  iii.      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.


                            Shareholders who have authorized an Intermediary Participant
                  iv.       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.


                            Shareholders who have submitted their attendance declaration or
                  v.        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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                Lateness or electronic registration failures, as mentioned in points number i
        vi.     - 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


                Shareholders or their representatives are provided 3 (three) opportunities to
        i.      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. [ ]”.


                The mechanism of handling questions and / or opinions through 'Electronic
        ii.     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.


                Shareholders’ representatives who electronically attend the Meeting and
        iii.    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.   Proses Pemungutan Suara/Voting


                The voting process will be conducted electronically through the E-Meeting
        i.      Hall menu, Live Broadcasting submenu of the eASY.KSEI.



                Shareholders or their representatives who have not submitted their votes on
        ii.     the particular Meeting agenda, as mentioned in item 11 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” 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.


                The voting time in th electronic voting process is a standardized time set by
        iii.    the eASY.KSEI. Each Company can set their own policies on electronic
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                voting time for each of their Meeting agendas (with a maximum of five
                minutes per Meeting agenda) and include them in the Meeting’s Guideline
                through the eASY.KSEI.


d.   Live Broadcast of The Meeting


                Shareholders or their representatives who have been registered in the
        i.      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/).


                Tayangan RUPS has a capacity of 500 participants provided in a first come,
        ii.     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 11 letter a number i - v.


                Shareholders or their representatives who only watch the Meeting through
        iii.    Tayangan RUPS but were not electronically registered as participants in the
                eASY.KSEI, as specified above in item 11 letter a number i - v, will not be
                considered as a legal participant and are not counted as part of the
                Meeting’s quorum.


                Shareholders or their representatives whowatch the Meeting through
        iv.     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
                talkfeature. 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 included in the Meeting's Guideline
                through the eASY.KSEI.


                Shareholders or their representatives are encouraged to use the Mozilla
        v.      Firefox browser for the best experience in using the eASY.KSEI and/or
                Tayangan RUPS.



                         Jakarta, June 03, 2024
                           Board of Directors

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linked org BUYUNG POETRA SEMBADA Tbk p.1 ×7
unresolved org PT Buyung Poetra Sembada Tbk's Hall Room p.1

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