20240531_LPKR_Pemanggilan RUPS_31645158_lamp2.pdf

INVITATION
ANNUAL GENERAL MEETING OF SHAREHOLDERS

The Board of Directors of PT Lippo Karawaci Tbk., having its registered headquarter in Tangerang
(the “Company”), hereby invites the Shareholders and/or their Proxies of the Company to attend the
Annual General Meeting of Shareholders for the financial year of 2023 (the “Meeting”), which will be
held on:

                 Day/                                   Monday/
                 Date                                   24 June 2024

                 Time                                   At 2.00 PM (Western
                                                        Indonesian Time) - Onwards
                                                        Hotel Aryaduta Jakarta
              Venue
                                                        Jl. Prajurit KKO Usman dan Harun No. 44-48
                                                        Gambir, Jakarta Pusat 10110
                                                        (with limitation of physical attendance as mentioned in
                                                        the guiding rules of conduct based on a first come first
                                                        serve basis, with regard to the room capacity)

MEETING’S AGENDA AND EXPLANATION (I/III)

The Company's Board of Directors proposes the following agendas for discussion and/or approval from the
Company’s Shareholders or their Proxies.

                     Approval on the Annual Report of the Company including the Board of Commissioners’ Supervisory Duties
                     Report as well as Ratification of the Financial Statements of the Company for the Financial Year Ended on
    01               31 December 2023
                     Pursuant to Article 66, Article 67, Article 68, and Article 69 of the Company Law No. 40 of 2007 (the
                     “Company Law”), and Article 11 of the Company’s Articles of Association (the “Company’s AOA”), the
                     Company will explain the main points of the Annual Report and Financial Statements of the Company for
                     the 2023 Financial Year, which including the submission Supervisory Duties Report of the Company’s
                     Board of Commissioners (“BOC”).

                     Allocation of the Company’s net profit for the Financial Year Ended on 31 December 2023
                     Pursuant to Article 71 of the Company Law and Article 11 of the Company’s AOA, should there is a new
    02               profits of the Company for the financial year ended December 31, 2023, the utilization of which shall be
                     determined by the Meeting

MEETING’S AGENDA AND EXPLANATION (II/III)

            Appointment of Public Accounting Firm and/or Public Accountant to Perform Audit on the Company for
            the Financial Year Ended on 31 December 2024 including any other audited Financial Statements as
  03        required by the Company
            Pursuant to Article 68 of Company Law, Article 3 of OJK Regulation No. 9 of 2023 regarding The Services
            Usage of Public Accountant and Public Accountant Firm in the Financial Services Activities, Article 11 of
            the Company’s AOA, the proposal from the BOC as well as Recommendation from Audit Committee of
            the Company, whereas the appointment of a Public Accounting Firm and/or Public Accountant to audit
            the Annual Financial Statements of the Company should be approved by the Meeting.


            Changes and restatement of the composition of the members of the Board of Directors and/or the Board
            of Commissioners of the Company
  04        Pursuant to Article 94 paragraph 1 and Article 111 paragraph 1 the Company Law, Article 3, Article 4 and
            Article 23 OJK Regulation No. 33/POJK.04/2014, Article 15 paragraph 3, paragraph 6 and paragraph 10 and
            Article 18 paragraph 5 and paragraph 7 the Company’s AOA.

MEETING’S AGENDA AND EXPLANATION (III/III)

            Determination of Remuneration for the Board of Commissioners and Board of Directors of the Company
            for the Year of 2024
            Pursuant to Article 15 paragraph 7 and Article 18 paragraph 8 the Company’s AOA, whereas members of
  05        the Board of Directors and/or members of the Board of Commissioners are given a salary, facilities and
            other benefits, which the type and its amount is determined by the GMS with due observance of the
            prevailing laws and regulations.
            .Approval on the proposed addition of business activity of the Company, including discussion regarding
            feasibility study on the addition of business activity of the Company
            Pursuant to Article 22 paragraph 1 and paragraph 3 of OJK Regulation No. 17/POJK.04/2020 regarding
  06        Material Transaction and Change of Business Activities (“OJK Regulation No. 17/2020”), Public Companies
            which intend to conduct addition of business activity must obtain approval from the GMS and must
            incorporate a specific agenda to discuss the feasibility study on the addition of business activity, with due
            observance of the prevailing laws and regulations.

            Amendment and Restatement of the Articles of Associations of the Company
            Pursuant to Article 19 of the Company Law, OJK Regulation No. 17/2020 and OJK Regulation No.
  07        15/POJK.04/2020 regarding the Plan and Implementation of the General Meetings of Shareholders of a
            Public Company (“OJK Regulation No. 15/2020”), the Company is proposing for approval of the GMS on the
            amendments of the Company’s AOA, among others, in relation to the addition of business activity of the
            Company, amendment of duties and responsibilities of the Board of Directors, meetings of Board of
            Directors, meetings of Board of Commissioners and restatement of the Company’s AOA.

MEETING ARRANGEMENTS (I/V)

          ATTENDANCE QUORUM AND MEETING RESOLUTION

 For the first to sixth agenda::
 1. The Meeting is valid and entitled to take the lawful and binding resolutions if attended by the Shareholders or their
    authorized proxies representing more than 1/2 (half) of the total shares issued by the Company with valid voting rights.
 2. The Meeting’s resolutions are made based on deliberation for consensus. In terms of the deliberation for consensus fails to be
    reached, the resolutions shall be valid if it is approved by more than 1/2 (half) of the total shares with valid voting rights
    present or be represented at the Meeting.


 For the seventh agenda::
 1. The Meeting is valid and entitled to take the lawful and binding resolutions if attended by the Shareholders or their
    authorized proxies representing more than 2/3 (two-thirds) of the total shares issued by the Company with valid voting rights.
 2. The Meeting’s resolutions are made based on deliberation for consensus. In terms of the deliberation for consensus fails to be
    reached, the resolutions shall be valid if it is approved by more than 2/3 (two-thirds) of the total shares with valid voting rights
    present or be represented at the Meeting.

MEETING ARRANGEMENTS(II/V)

          GENERAL PROVISIONS
 1. This Meeting Invitation is the official invitation to the Company’s Shareholders. The Company will not send a separate
    meeting invitation to the Shareholders.
 2. Shareholders who are entitled to attend or to be represented in the Meeting are Shareholders whose names are registered
    in the Shareholders Register of the Company on 30 May 2024 at 4.15 p.m. Western Indonesian Time, whereas for
    Shareholders whose shares are in collective custody of Indonesian Central Securities Depository ("KSEI"), shall be based on
    the record of share account balance at the closing of Indonesia Stock Exchange trading session on 30 May 2024 (“Recording
    Date").
 3. The Company’s Shareholders or their Proxies can attend the Meeting electronically through the Electronic General Meeting
    System application accessible through the following link https://easy.ksei.co.id/egken (eASY.KSEI) provided by KSEI.
 4. With regard to the limitation in the venue for holding the Meeting, the Company urges Shareholders or their Proxies to
    attend electronically as referred to in number 3 above or provide power of attorney electronically (e-Proxy) through the
    eASY.KSEI application. The Company will apply restrictions on the physical presence of Shareholders or their Proxies who will
    attend the Meeting based on the terms as stipulated in the guiding rules of the Meeting pursuant to first come first served
    method as stipulated in detail in the Meeting’s Rules of Conduct.
 5. Shareholders who are unable to attend electronically or choose to not attend electronically the Meeting may be represented
    by their proxies, with the following terms:
    a. Granting their authority via electronic means (e-Proxy) to Independent Parties appointed by the Company to represent
       and vote at the Meeting through eASY.KSEI application. The Independent Party is staff from the Securities
       Administration Bureau (the “BAE") specially appointed by the Company for the Meeting, namely PT Sharestar Indonesia.

MEETING ARRANGEMENTS (III/V)

        GENERAL PROVISIONS

     If the power of attorney is granted by e-Proxy, legalization as stipulated in letter (b) as mention below is not required.
     Parties who can be a recipient of e-Proxy must be legally competent and not a member of the BOC, BOD and
     employees of the Company, and follow other provisions as stipulated in OJK Regulation No. 15/2020; or
  b. Granting authorization by filling out a Proxy Form which can be downloaded on the Company's website, with the
     conditions of:
     1) Granting power of attorney to an Independent Party appointed by the Company as mentioned above is highly
        recommended and can also be done through conventional way using the Proxy Form, in addition to electronically
        via eASY.KSEI application as described in point 5 letter (a) above;
     2) Any member of the BOC, BOD, and any employee of the Company may act as a proxy for the Shareholders in the
        Meeting, but any vote they cast as proxy in the Meeting will not be counted in the voting (including if such person
        act as the Shareholders);
     3) The Shareholders are not allowed to split their authority of some shares to more than one proxy with different vote;
     4) Proxy Form from the Shareholders executed overseas must be legalized in accordance with the applicable
        provisions in the country concerned
     5) The completed Proxy Form as well as the copy of valid ID or proof of valid personal identity document of the
        authorizer/grantor must be submitted to the Company, at the latest 1 (one) working day before the Meeting
        through the BAE. Address of BAE: PT Sharestar Indonesia, with registered address in Sopo Del Office Towers &
        Lifestyle Tower B, 18th Floor, Indonesia, Phone.: (+6221) 5081 5211, Fax.: (+6221) 5081 5211, email::
        sharestar.indonesia@gmail.com, website: www.sharestarindonesia.com;

MEETING ARRANGEMENTS (IV/V)

         GENERAL PROVISIONS

       6) Proxy of Shareholders who are legal entities (Legal Entity Shareholders) are obliged to submit:
          a) Copy of the applicable Articles of Association;
          b) Documents referring to appointment of Directors/legal representative;
          to the Company through the BAE as per above mentioned address, no later than 21 June 2024 at 4:00 p.m.
          Western Indonesia Time.
 5. All materials for the Meeting, including description/explanation of each Meeting’s agenda, Proxy Form, and Meeting’s
    Rules of Conduct, etc, can be accessed/obtained by scanning the QR Code below or through website of KSEI/eASY.KSEI
    application and the Company's website (www.lippokarawaci.co.id).
 6. Shareholders of the Company are expected to carefully read the Meeting’s Rule of Conduct, including for those who will
    attend the Meeting electronically, the electronic Meeting guideline available at eASY.KSEI application’s website
    (https://easy.ksei.co.id/egken/Education_global.jsp).
 7. Any changes and/or additional information related to the implementation procedures of the Meeting which has not
    incorporated under this Invitation will be further updated on website of KSEI/eASY.KSEI application and the Company's
    website.


                       ADDITIONAL INFORMATION

               The Company will not be providing foods, drinks, including giving souvenirs/goodie bags either before or
               after the Meeting.

MEETING ARRANGEMENTS (V/V)

         MEETING MATERIALS

 Information and materials regarding the agenda of the Meeting is available on the following website of the Company: Link or by
 scanning the following QR Code, since the date of the invitation of the Meeting and may be updated from time to time until the
                                                      date of the Meeting:




                        The Company will not be providing printed materials for the Agenda of the Meeting.




                                                    Tangerang, 31 May 2024
                                                  THE BOARD OF DIRECTORS

Thank You