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20240530_KIOS_Pemanggilan RUPS_31644258_lamp2.pdf
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CONVOCATION
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT KIOSON KOMERSIAL INDONESIA Tbk
("Company")
The Board of Directors of the Company hereby invites the Company's Shareholders to attend
the Annual General Meeting of Shareholders ("Meeting") which will be held on:
Day/Date : Friday / June 21, 2024
Time : 10.00 WIB until finish
Venue : AXA Tower 28th Floor
Jl. Prof. Dr. Satrio Kav.18, Karet Kuningan, Setiabudi
South Jakarta
With the Meeting Agenda as follows:
1. Approval of the Company's Annual Report including the Company's Activity
Report, Board of Commissioners' Supervisory Task Report and Ratification of the
Company's Financial Statements for the financial year ended December 31, 2023.
2. Approval of the use of the Company's Profit for the Financial Year ended
December 31, 2023.
3. Appointment of Public Accounting Firm to audit the Company's Financial
Statements for fiscal year 2024.
4. Determination of salary or honorarium and other benefits for the Board of
Directors and Board of Commissioners of the Company for Fiscal Year 2024.
5. Report on the Realization of the Use of Funds from the Conversion of Series II
Warrants.
6. Changes in the composition of the Board of Directors and/or Board of
Commissioners of the Company.
Catatan:
1. The Company does not send special invitations to Shareholders, because this Call is
valid as an official invitation. This call can also be seen on the Company 's website
https://www.kioson.app/ , Indonesia Stock Exchange website and eASY.KSEI
application.
2. Materials related to the agenda of the Meeting are available at the Company's office
from the date of the Summons on Thursday, May 30, 2024 until the Meeting is held
on Friday, June 21, 2024 according to the Company's information above.
3. Each Shareholder entitled to attend the Meeting shall be Shareholders whose Names
are recorded in the Company's Register of Shareholders at the close of Stock Exchange
trading hours on Wednesday, May 29, 2024.
4. Participation of Shareholders in the Meeting can be done with the following
mechanisms:
a. If the Public Company holds a physical GMS, the mechanism
Participation of shareholders is as follows:
i. be physically present at the Meeting; or
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ii. attend the Meeting electronically through the eASY.KSEI application.
b. If the Public Company does not physically conduct the GMS, the mechanism
Shareholders' participation is to attend the Meeting electronically through the
eASY.KSEI application.
5. Shareholders who can attend in person electronically as mentioned in point 4 letter a.ii
and 4 letter b are local individual Shareholders whose shares are held in KSEI's
collective custody.
6. To use the eASY.KSEI application, Shareholders can access the eASY.KSEI menu
located at the AKSes (https://akses.ksei.co.id/) facility
7. Before determining participation in the Meeting, Shareholders must read the provisions
submitted through this summons and other provisions related to the implementation of
the Meeting based on the authority determined by each Company. Other provisions can
be seen through the document attachment on the Meeting Info feature on the
eASY.KSEI application and/or the Meeting call found on the relevant Company's
website page. The Company reserves the right to determine other requirements in
connection with the participation of Shareholders or their proxies who will be
physically present at the Meeting.
8. For Shareholders who will exercise their voting rights through the eASY.KSEI
application, they can inform their presence or appoint their proxies, and/or submit their
voting choices into the eASY.KSEI application.
9. The deadline for declaring attendance or power of attorney and vote in the eASY.KSEI
application is 12.00 WIB on 1 (one) working day before the Meeting date.
10. Before entering the Meeting room, Shareholders or their proxies who are physically
present at the Meeting are required to fill out the attendance list by showing original
proof of identity and providing 1 copy.
11. For shareholders who will attend or give power of attorney electronically to the Meeting
through the eASY.KSEI application must pay attention to the following:
a. Registration Process
i. Local individual shareholders who have not provided a declaration of
attendance or power of attorney in the eASY.KSEI application by
the deadline in point 8 and wish to attend the Meeting electronically
must register attendance in the eASY.KSEI application on the date
of the Meeting until the registration period of the Meeting is
electronically closed by the Company.
ii. Local individual shareholders who have provided a declaration of
attendance but have not given a minimum voting option for 1 (one)
agenda of the Meeting in the eASY.KSEI application until the
deadline in point 8 and wish to attend the Meeting electronically must
register attendance in the eASY.KSEI application on the date of the
Meeting until the registration period of the Meeting is electronically
closed by the Company.
iii. Shareholders who have given power of attorney to the proxy provided
by the Company (Independent Representative) or Individual
Representative but the shareholders have not given a minimum voting
option for 1 (one) agenda of the Meeting in the eASY.KSEI
application until the deadline in point 8, then the proxy representing
the shareholders must register attendance in the eASY.KSEI
application on the date of the Meeting until the registration period the
Meeting is electronically closed by the Company.
iv. Shareholders who have given power of attorney to the participating
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power of attorney / Intermediary (Custodian Bank or Securities
Company) and have given voting options in the eASY.KSEI
application until the deadline in point 8, then the proxy representative
who has been registered in the eASY.KSEI application must register
attendance in the eASY.KSEI application on the date of the Meeting
until the registration period the Meeting is electronically closed by the
Company.
v. Shareholders who have given a declaration of attendance or given
power of attorney to the proxy provided by the Company (Independent
Representative) or Individual Representative and have given a choice
of votes for at least 1 (one) or to all agenda of the Meeting in the
eASY.KSEI application At the latest until the deadline in point 8,
shareholders or proxies do not need to register attendance
electronically in the eASY.KSEI application on the date of the
Meeting. Share ownership will automatically count towards quorum
attendance and voting options that have been cast will be automatically
counted in Meeting voting.
vi. Delay or failure in the electronic registration process as referred to in
numbers i - iv for any reason will result in shareholders or their proxies
not being able to attend the Meeting electronically, and their share
ownership is not counted as a quorum of attendance at the Meeting.
b. Electronic Question and/or Opinion Submission Process
i. Shareholders or proxies have 3 (three) opportunities to submit
questions and/or opinions at each discussion session per agenda of the
Meeting. Questions and/or opinions per agenda of the Meeting can be
submitted in writing by shareholders or proxies by using the chat
feature in the 'Electronic Opinions' column available in the E-Meeting
Hall screen in the eASY.KSEI application. Provision of questions
and/or opinions can be done as long as the status of the Meeting in the
'General Meeting Flow Text' column is "Discussion started for agenda
item no. [ ]".
ii. The determination of the mechanism for conducting discussions per
agenda of the Meeting in writing through the E-Meeting Hall screen in
the eASY.KSEI application is the authority for each Company and
this will be stated by the Company in the Meeting Implementation
Rules through the eASY.KSEI application.
iii. For proxy recipients who attend electronically and will submit
questions and/or opinions of their shareholders during the discussion
session per agenda of the Meeting, it is required to write down the
name of the shareholders and the size of their share ownership
followed by related questions or opinions.
c. Voting Process
i. The electronic voting process takes place in the eASY.KSEI
application on the E-Meeting Hall menu, Live Broadcasting sub
menu.
ii. Shareholders who are present alone or represented by their proxies but
have not given voting options in the agenda of the Meeting as referred
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to in point 10 letter a numbers i – iii, then shareholders or their proxies
have the opportunity to submit their voting choices during the voting
period through the E-Meeting Hall screen in the eASY.KSEI
application opened by the Company. When the electronic voting period
per agenda of the Meeting begins, the system automatically runs the
voting time with a maximum countdown of 5 (five) minutes. During
the electronic voting process, you will see the status "Voting for agenda
item no [ ] has started" in the 'General Meeting Flow Text' column.
If the shareholder or his proxy does not provide voting options for the
agenda of a particular Meeting until the status of the Meeting as seen
in the column 'General Meeting Flow Text' changes to "Voting for
agenda item no [ ] has ended", it will be considered as voting
abstention for the agenda of the Meeting concerned.
iii. Voting time during the electronic voting process is the standard time
set on the eASY.KSEI application. Each Company can set a policy of
electronic direct voting time per agenda in the Meeting (with a
maximum time of 5 (five) minutes per agenda of the Meeting) and will
be stated in the Rules of Conduct for Meeting through the eASY.KSEI
application.
d. Watching the Meeting Implementation at the GMS Broadcast
i. Shareholders or their proxies who have been registered in the
eASY.KSEI application no later than the deadline in point 8 can watch
the ongoing Meeting through a Zoom webinar by accessing the
eASY.KSEI menu, a submenu of GMS Impressions located at the
AKSes (https://akses.ksei.co.id/) facility .
ii. GMS broadcasts have a capacity of up to 500 participants, where the
attendance of each participant will be determined on a first come first
serve basis. For shareholders or their proxies who do not have the
opportunity to witness the implementation of the Meeting through the
GMS Impressions, it is still considered valid to attend electronically
and share ownership and voting options are taken into account at the
Meeting, as long as they have been registered in the eASY.KSEI
application as stipulated in point 10 letter a numbers i - v.
iii. Shareholders or their proxies who only witness the implementation of
the Meeting through the GMS Broadcast but are not registered to be
present electronically on the eASY.KSEI application in accordance
with the provisions in point 10 letter a number i - v, then the presence
of shareholders or their proxies is considered invalid and will not be
included in the calculation of quorum of Meeting attendance.
iv. Shareholders or their proxies who witness the implementation of the
Meeting through the GMS Broadcast have a raise hand feature that can
be used to ask questions and/or opinions during the discussion session
per agenda of the Meeting. If the Company allows by activating the
allow to talk feature, shareholders or their proxies can submit questions
and/or opinions by talking directly. The determination of the
mechanism for conducting discussions per agenda of the Meeting
using the allow to talk feature contained in the GMS Broadcast is the
authority of each Company and this will be stated by the Company in
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the Meeting Implementation Rules through the eASY.KSEI
application.
v. To get the best experience in using the eASY.KSEI application and/or
GMS Impressions, shareholders or their proxies are advised to use the
Mozilla Firefox browser.
12. In the event that Shareholders cannot access KSEI System (eASY.KSEI)
in the link https://akses.ksei.co.id/ can download the power of attorney found on the
Company's website https://www.kioson.app/ to give power of attorney and vote in the
Meeting.
13. Shareholders who have given power of attorney in point 12 above, may
submit questions on the agenda via email to the Company corseckioson@gmail.com
transcribed to the sinartama.co.id and such questions will be submitted at the Meeting by the
Proxy and recorded in the Minutes of Meeting prepared by the Notary, and answers to such
questions will be submitted via Email to the Shareholders no later than 3 (three) working days
after the Meeting.
14. Notaries, assisted by the Securities Administration Bureau, will check and calculate the votes
of each agenda of the Meeting in every decision making of the Meeting on the agenda,
including those based on votes submitted by shareholders through eASY.KSEI as referred to
in point 11 above, as well as those submitted in the Meeting.
15. To facilitate the arrangement and orderly conduct of the Meeting, Shareholders or
their legal agents who will be physically present at the Meeting are kindly requested
to be at the Meeting place no later than 30 (thirty) minutes before the Meeting begins.
Jakarta, 30th May 2024
Board of Directors of the Company
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