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20240522_KKES_Pemanggilan RUPS_31642420_lamp8.pdf
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RULES OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS AND
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS(“Meeting”)
PT KUSUMA KEMINDO SENTOSA TBK.
1. The meeting will be held efficiently without reducing the validity of the meeting.
2. In this Meeting, the application for holding the General Meeting of Shareholders electronically or the KSEI Electronic General M eeting
System (eASY.KSEI) has been used which is provided by PT Kustodian Sentral Efek Indonesia.
3. The participation of shareholders in the Meeting can be done by:
a. physically present at the Meeting; or
b. attend the Meeting electronically eASY.KSEI application;
c. present through power of attorney.
4. In accordance with the Regulation of the Financial Services Authority (“OJK”), the Company has provided an alternative for
shareholders to provide power of attorney electronically through the eASY.KSEI menu on the AKSes facility with the link
https://akses.ksei.co.id/.
5. The Company strongly urges all shareholders to grant power of attorney to an independent party appointed by the Company, namely
PT Bima Registra (“BR”), through E-Proxy to represent shareholders to attend and vote at the Meeting.
6. Mechanism of Physical Meeting Attendance
For orderliness in the conduct of the Meeting, Shareholders or their proxies who will be present are requested to be at the Meeting
venue no later than 30 (thirty) minutes before the Meeting begins.
7. Electronic Attendance Mechanism in Meetings through the eASY.KSEI application
a. To use the eASY.KSEI application, shareholders can access the eASY.KSEI menu located in the AKSes .KSEI facility with the link
https://akses.ksei.co.id/.
b. The deadline for submitting an electronic declaration of attendance or electronic authorization and voting through the eASY.KSEI
application is 12.00 WIB on 1 (one) working day prior to the date of the Meeting;;
c. Registration process:
1. Local individual type shareholders who have not provided a declaration of presence or power of attorney in the eASY.KSEI
application by the time limit in point b and wish to attend the Meeting electronically are required to register attendance in the
eASY.KSEI application on the date of the Meeting until the registration period of the Meeting electronically closed by the
Company;
2. Local individual type shareholders who have provided a declaration of attendance but have not cast a minimum vote for 1 (one)
Meeting agenda in the eASY.KSEI application up to the deadline in point b and wish to attend the Meeting electronically are
required to register attendance in the application eASY.KSEI on the date of the Meeting until the registration period of the
Meeting is electronically closed by the Company;
3. Shareholders who have given power of attorney to the proxies provided by the Company (Independent Representative) or
Individual Representatives but the shareholders have not cast a minimum vote for 1 (one) Meeting agenda in the eASY.KSEI
application until the deadline in point b, then the proxies representing the shareholders are required to register attendance in
the eASY.KSEI application on the date of the Meeting until the electronic registration period for the Meeting is closed by th e
Company;
4. Shareholders who have given power of attorney to the participant/Intermediary proxy (Custodian Bank or Securities Company)
and have cast their vote in eASY.KSEI application until the time limit in point b, then the representative of the proxy 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 electronic registration period for the Meeting is closed by the Company;
5. 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 cast a minimum vote for 1 (one) or all Meeting agenda in
the eASY.KSEI application no later than until the time limit in point b, the shareholders or proxies do not need to register
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attendance electronically in the eASY.KSEI application on the date of the Meeting. Share ownership will be automatically
calculated as the quorum of attendance and the votes that have been cast will be automatically taken into account in the voting
of the Meeting;
6. Delay or failure in the electronic registration process as referred to in numbers 1 – 4 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
as a quorum for attendance at the Meeting.
8. The meeting will be held in Bahasa Indonesia.
9. The meeting is chaired by a member of the Board of Commissioners who is appointed by the Board of Commissioners of the
Company. The Chairperson of the Meeting is responsible for the smooth running of the Meeting and has the right to take steps deemed
necessary so that the Meeting can run smoothly and orderly so that it can fulfill its objectives.
10. Process for Submission of Questions and/or Opinions:
a. In each Meeting Agenda, each shareholder or their proxy is given a maximum of 2 (two) opportunities to submit questions and/or
opinions, each for 1 question and/or opinion;
b. Limited to only 10 minutes for each Meeting Agenda, unless otherwise determined by the Chairman of the Meeting;
c. Questions and/or opinions can only be asked by the shareholders or their legal proxies at a specified time after the completion of
the presentation of the Meeting Agenda and prior to voting. The questions and/or opinions asked must relate directly to the
agenda being discussed.
11. Submission of Questions and/or Opinions can be done by:
a. Direct
1. Questions can be submitted in writing through the Question Sheet provided by the Meeting committee;
2. Before asking questions, shareholders are asked to state their names and addresses as well as the number of shares owned
or represented.
b. Electronic
1. Shareholders or proxies have 2 (two) opportunities to submit questions and/or opinions at each discussion session per
meeting agenda. Questions and/or opinions per meeting agenda can be submitted in writing by the 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. Giving 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. [ ]”;
2. Determination of the mechanism of discussion per meeting agenda in writing through the E-meeting Hall screen in the
eASY.KSEI application is carried out by the Chairperson of the Meeting;
3. For the proxies who are present electronically and will submit questions and/or opinions of their shareholders during the
discussion session per agenda of the Meeting, they are required to write down the Names of Shareholders and the numb er
of Shares they represent and then follow with related questions or opinions;
12. The voting/voting process:
Voting for each item on the Meeting agenda, taken from:
i. Electronic voice on the eASY.KSEI application;
ii. Votes from shareholders present at the Meeting venue submitted at the time of voting for the agenda item in question;
iii. Votes from shareholders’ proxies other than electronic proxies on the eASY.KSEI application who are present at the Meeting
venue submitted at the meeting of voting for the agenda concerned.
Implementation of voting:
a. Direct
1. Voting will be done verbally by raising hands.
2. The Chairperson of the Meeting will ask verbally if there are Shareholders or their proxies other than the electronic proxies
on the eASY.KSEI application who are physically present who abstain and disagree.
3. For Shareholders or shareholder proxies other than electronic proxies on the eASY.KSEI application who are physically
present who disagree or abstain will be asked to raise their hands, and our officers will distribute form sheets to be filled in
by the shareholders or shareholders proxies by writing name, number of shares owned or represented, and submitted to
the officer to be recorded on the eASY.KSEI application.
4. Shareholders or shareholders' proxies (other than the electronic proxy on the eASY.KSEI application) who do not raise
their hands, or who leave the Meeting venue at the time of voting, are deemed to have voted in favor.
b. Electronic
1. The electronic voting process takes place in the eASY.KSEI application on the E-meeting Hall menu, Live Broadcasting sub
menu;
2. Shareholders who attend alone or are represented by their proxies, but have not yet cast their vote on the agenda of the
Meeting as referred to in number 7 letter c points 1-3, then the shareholders or their proxies have the opportunity to submit
their vote during the voting period through the E-meeting Hall screen in the eASY.KSEI application was opened by the
Company. When the electronic voting period per meeting agenda begins, the system automatically runs the voting time by
counting down a maximum of 2 (two) minutes. During the electronic voting process, the status of "Voting for agenda item
no [ ] has started" will be seen in the 'General Meeting Flow Text' column. If the shareholders or their proxies do not vote for
a particular meeting agenda until the status of the meeting as shown in the 'General Meeting Flow Text' column changes to
"Voting for agenda item no [ ] has ended", it will be considered as voting Abstain for the agenda of the Meeting concerned;
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13. Live Streaming of Meetings
a. Shareholders or their proxies who have been registered in the eASY.KSEI application no later than 12.00 WIB on 1 (one)
business day before the date of the Meeting, can witness the implementation of the ongoing Meeting through the Zoom webinar
by accessing the eASY.KSEI menu, sub–GMS Impressions menu located at the AKSes facility (https://akses.ksei.co.id/);
b. The GMS broadcast has a capacity of up to 500 participants, where the attendance of each participant will be determined on a
First Come First Serve Basis. Shareholders or their proxies who do not get the opportunity to witness the implementation of the
Meeting through the GMS Impressions are still considered valid to be present 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 as stipulated
in point 7 letter c number 1 – 5;
c. Shareholders or their proxies who only witnessed the implementation of the Meeting through the GMS Impressions but are not
registered are present electronically 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 Meeting attendance quorum;
d. 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.
14. Attendance Quorum
1. Annual General Meeting of Shareholders (AGMS):
Meeting attendance quorum is only counted once, which is just before the AGMS begins.
In accordance with the provisions of Article 12 paragraph 2 letter a (i) of the Company's Articles of Association, this meeting is
valid if attended by shareholders representing more than 1/2 (on half) of the total shares with valid voting rights issued by the
Company.
2. Extraordinary General Meeting of Shareholders (EGMS):
Meeting attendance quorum is only counted once, which is just before the EGMS begins.
1st Agenda
In accordance with the provisions of Article 12 paragraph 2 letter (i) of the Company's Articles of Association, namely this
Meeting is valid if attended and/or represented by more than 1/2 (on half) of the total shares with valid voting rights issued by the
Company;
2nd Agenda
In accordance with the provisions of Article 12 paragraph 4 letter (i) of the Company’s Articles of Association, namely this
Meeting is valid if attended and/or represented by at least 3/4 (three quarters) of the total shares with valid voting issued by the
Company;
15. Decision
All decisions of the Meeting are taken based on deliberation for consensus.
In the event that a consensus decision is not reached, then:
For the agenda of the AGMS and the 1st agenda of the EGMS, decisions are made by voting based on the affirmative votes of more
than 1/2 (on half) of the total shares with voting rights present at the Meeting;
For the 2nd agenda of the EGMS, decisions are made by voting based on affirmative votes of more than 3/4 (three quarters) of the
total votes legally cast at the Meeting.
Each share gives the holder the right to cast 1 (one) vote, if a shareholder has more than one share, they are asked to cast one vote
only and the vote represents the entire number of shares they own.
16. Everything discussed and decided at the Meeting will be made Minutes of Meeting by the Notary.
17. Shareholders or their legal proxies who come after the Meeting attendance registration is closed so their presence is not recorded in
the Shareholder’s attendance register, are allowed to attend the Meeting, but are not taken into account in determining the quorum or
voting and are not entitled to ask questions and/or give opinions.
18. This Rules was drawn up with due observance of the provisions of the Company's Articles of Association and applicable regulations.
Matters that occur during the Meeting that have not been regulated in this code of conduct, will be determined by the Chairperson of
the Meeting by taking into account the Company's Articles of Association and the relevant provisions of the applicable regulations.
Jakarta, May 22, 2024
Board of Director
PT Kusuma Kemindo Sentosa Tbk
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Names mentioned 4 people and organisations named in the text · linked when the evidence is strong
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PT Kustodian Sentral Efek Indonesia
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Financial Services Authority
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PT Bima Registra
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