20240522_PEHA_Pemanggilan RUPS_31642057_lamp3.pdf

     Brief Description:
     a. Based on Article 15 paragraph 9 and Article 19 paragraph 6 of the Company's Articles of
        Association jo. Article 96 paragraph 1 and 113 of the Company Law, the Board of Directors shall
        be paid a salary, together with facilities and/or other allowances, the amount and type of which
        shall be determined by the GMS and such authority may be delegated by the GMS to the Board
        of Commissioners. The Board of Commissioners shall be paid honorarium, together with facilities
        and/or other allowances, the amount and type of which shall be determined by the GMS upon
        the proposal of the Board of Commissioners with due observance of the prevailing laws and
        regulations.
     b. Based on Article 23 paragraph 2 of the Company's Articles of Association, the Board of Directors
        shall propose to the Annual GMS the use of net profit which has not been shared stated in the
        balance sheet and profit and loss account submitted for approval by the Annual GMS, including
        performance incentives for members of the Board of Directors and members of the Board of
        Commissioners.

4.   Fourth Agenda
     Appointment of Public Accounting and/or Public Accounting Firm to audit the Company's Financial
     Statements for the Financial Year 2024.
     Brief Description:
     Based on Article 11 paragraph 3 of the Company's Articles of Association jo. Article 59 of the
     Financial Services Authority Regulation Number 15/POJK.04/2020 concerning the Planning and
     Implementation of GMS of Public Companies, in the Annual GMS, the Board of Directors shall
     submits proposal for the appointment of a Public Accountant registered with the Financial Services
     Authority. The appointment and dismissal of the Public Accountant who will provide audit services
     on annual historical financial information shall be decided in the GMS by considering the proposal
     of the Board of Commissioners, to conduct an audit of the Company's Financial Statements for the
     current year, including an audit of internal control over financial reporting, in accordance with the
     applicable regulatios of the capital market authority where the Company's shares are registered
     and/or listed. In the event that the GMS is unable to decide on the appointment of a Public
     Accountant and/or Public Accounting Firm, the GMS may delegate such authority to the Board of
     Commissioners.

5.   Fifth Agenda
     Changes in the Composition of the Company’s Management.
     Brief Description:
     a. Based on Article 15 paragraph 3 letter a and Article 19 paragraph 4 letter a of the Company's
         Articles of Association jo. Article 3 paragraph (1) and Article 23 POJK Number 33/POJK.04/2014
         concerning the Board of Directors and Board of Commissioners of Issuers or Public Companies,
         members of the Board of Directors and Board of Commissioners are appointed and dismissed
         by the GMS.
     b. Based on Article 15 paragraphs 5 and 11 of the Company's Articles of Association jo. Article 8
         paragraphs (1) and (3) of POJK Number 33/POJK.04/2014 regarding the Board of Directors and
         Board of Commissioners of Issuers or Public Companies, in connection with the resignation letter
         of Mr. David Sidjabat as President Director of the Company on March 22, 2024 and his
         appointment as Director of Human Resources of PT Sucofindo based on the results of the GMS
         of PT Sucofindo on March 22, 2024, members of the Board of Directors may resign from their
         positions before the term of office ends and the resigning Directors shall release from
         responsibility after obtaining a release of responsibility from the Annual GMS. The Board of
         Commissioners appoints another member of the Board of Directors to carry out the work of the
         vacant member of the Board of Directors with the correspond power and authority, and the GMS

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         to fill the vacant position shall held no later than 90 (ninety) calendar days after the vacancy
         occurs.

Notes:

1. This Summon is valid as an official invitation of the Meeting to the Shareholders of the Company,
   thus the Company Board of Directors will not send separate invitations to the Company's
   Shareholders.

2. Shareholders who have the right to attend or be represented and vote choice for the Meeting or
   attend electronically are the Shareholders of the Company whose names are recorded in the
   Company's Shareholders Register (DPS) and/or the Company's securities sub-account holders at
   PT Kustodian Sentral Efek Indonesia (KSEI) at the closing of stock trading on the Indonesia Stock
   Exchange on Tuesday, 21st of May 2024.

3. The Company since this Summon date has provided Meeting materials on each Meeting Agenda
   which can be downloaded through the Company's website www.phapros.co.id.

4. a. Shareholders who are unable to attend the Meeting may grant power of attorney:
       1) through the power of attorney form available on the Company's website, which can be
            submitted by the recipient of the power of attorney during registration prior to attending the
            Meeting; or
       2) electronically through the Electronic General Meeting System of KSEI (eASY.KSEI) provided
            by KSEI. Registration guidelines, usage, and further explanations regarding eASY.KSEI can
            be found on the website https://akses.ksei.co.id/.
    b. In determining the quorum of the Meeting, Board of Directors, Board of Commissioners, and
       employees of the Company may act as power of attorney shareholders, but they are not entitled
       to vote as power of attorney shareholders.
    c. The deadline for providing electronic attendance declaration or electronic power of attorney
       (e-power of attorney) and electronic voting in the eASY.KSEI application is no later than 12.00
       WIB on 1 (one) working day before the Meeting date.

5. For Shareholders and/or power of attorney holders who will attend the Meeting electronically through
   the eASY.KSEI application, shall note the following matters:
   a. Registration Process
       1) Local individual Shareholders who have not provided an attendance declaration or power of
           attorney in the eASY.KSEI application until the deadline in section 4 paragraph c and wish
           to attend the Meeting electronically must register their attendance in the eASY.KSEI
           application on the day of the Meeting until the electronic registration period is closed by the
           Company.
       2) Local individual Shareholders who have provided an attendance declaration but have not
           provided vote choice for at least 1 (one) Agenda of the Meeting in the eASY.KSEI
           application until the deadline in section 4 paragraph c and wish to attend the Meeting
           electronically must register their attendance in the eASY.KSEI application on the day of the
           Meeting until the electronic registration period is closed by the Company.
       3) Shareholders who have granted power to the power of attorney holder provided by the
           Company (Independent Representative) or Individual Representative but have not provided
           a minimum vote choice for at least 1 (one) Agenda Item of the Meeting in the eASY.KSEI
           application until the deadline in section 4 paragraph c, the power of attorney Holder


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         representing the Shareholder must register their attendance in the eASY.KSEI application
         on the day of the Meeting until the electronic registration period is closed by the Company.
     4) Shareholders who have granted power of attorney to participant power of attorney
         holders/Intermediaries (Custodian Bank or Securities Company) and have provided a vote
         choice in the eASY.KSEI application until the deadline in section 4 paragraph c, the
         registered representative of the power of attorney holders in the eASY.KSEI application shall
         register their attendance in the eASY.KSEI application on the day of the Meeting until the
         electronic registration period is closed by the Company.
     5) Shareholders who have provided attendance declarations or granted power of attorney to
         the power of attorney holders provided by the Company (Independent Representative) or
         Individual Representative and have provided vote choice for at least 1 (one) Agenda Items
         in the eASY.KSEI application by the deadline stated in section 4 paragraph c, Shareholders
         and/or power of attorney holders no need to register their attendance electronically in the
         eASY.KSEI application on the day of the Meeting. Share ownership will be automatically
         considered for the attendance quorum, and the provided voting options will be automatically
         considered in the voting process of the Meeting.
     6) Delay or failure in the electronic registration process as mentioned in items 1) to 5) due to
         any reason will result in Shareholders and/or power of attorney holders being unable to
         attend the Meeting electronically, and their share ownership will not be counted towards the
         attendance quorum in the Meeting.
b.   Process of Submitting Questions and/or Opinions Electronically
     1) Shareholders and/or power of attorney holder have 3 (three) opportunities to submit
         questions and/or opinions during each discussion session per Agenda item of the meeting.
         Shareholders and/or power of attorney holder can submit written questions and/or opinions
         using the chat feature in the "Electronic Opinions" column available on the E-Meeting Hall
         screen in the eASY.KSEI application. Questions and/or opinions can be submitted by
         Shareholders and/or power of attorney holder as long as the status in the "General Meeting
         Flow Text" column is "Discussion started for Agenda item No. [ ]”.
     2) The determination of the mechanism for conducting written discussions per Agenda item of
         the meeting through the E-Meeting Hall screen in the eASY.KSEI application is the authority
         of each Company, and it will be documented by the Company in the Rules of Procedure for
         Meeting Implementation through the eASY.KSEI application
     3) Shareholders and/or power of attorney holder who attend electronically and wish to submit
         questions and/or opinions during the ongoing discussion session per Agenda item of the
         Meeting are required to write their names, shareholding amounts, followed by the related
         question or opinion.
c.   Voting Process
     1) The electronic voting process conducted in the eASY.KSEI application under the
         E-Meeting Hall menu, in the Live Broadcasting sub menu.
     2) Shareholders who attend in person or are represented by their power of attorney holder but
         have not yet cast their vote choice for the Agenda items of the Meeting as referred to in
         section 5, paragraph a, points 1) to 6), have the opportunity to cast their vote choice during
         the voting period through the E-Meeting Hall screen in the eASY.KSEI application when
         opened by the Company. When the electronic voting period for a specific Agenda item of
         the Meeting begins, the system automatically initiates the voting time, counting down a
         maximum of 5 (five) minutes. During the electronic voting process, the status "Voting for
         agenda item no. [ ] has started" will be displayed in the "General Meeting Flow Text" column.
         If a Shareholder and/or power of attorney does not cast their vote choice for a specific
         agenda item of the Meeting before the status in the "General Meeting Flow Text" column


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            changes to "Voting for agenda item No. [ ] has ended," it will be considered as casting an
            abstain vote for that Agenda item of the Meeting.
        3) The voting time during the electronic voting process is a standard time set in the eASY.KSEI
            application. Each Company can establish its own policy for the duration of direct electronic
            voting per Agenda item of the Meeting (with a maximum time of 5 (five) minutes per Agenda
            item of the Meeting), which will be documented in the Rules of Procedure for Meeting
            Implementation through the eASY.KSEI application.
   d.   Watching the Meeting through the Meeting Broadcast:
        1) Shareholders and/or power of attorney holder who have registered in the eASY.KSEI
            application by the deadline stated in section 4 paragraph c are able to watch the ongoing
            Meeting through the Zoom Webinar by accessing the eASY.KSEI menu, Meeting
            Broadcast submenu, available on the AKSes platform (https://akses.ksei.co.id/).
            Meeting Broadcast has a capacity of up to 500 (five hundred) participants, and the
            attendance of each participant will be determined on a first-come, first-served basis.
            Shareholders and/or power of attorney holder who do not have the opportunity to watch the
            Meeting through the Meeting Broadcast but are still considered present electronically will
            have their shareholding and voting choices counted in the Meeting as long as they are
            registered in the eASY.KSEI application, as stipulated in section 5 paragraph a points 1) to
            6).
        2) Shareholders and/or power of attorney holder who only observe the Meeting through the
            Meeting Broadcast but are not registered as present electronically in the eASY.KSEI
            application, as stipulated in section 5 paragraph a points 1) to 6), will be considered invalid
            in terms of attendance and will not be included in the calculation of the meeting's quorum.
        3) Shareholders and/or power of attorney holder who watch the Meeting through the Meeting
            Broadcast have the "raise hand" feature, which can be used to ask questions and/or express
            opinions during the ongoing discussion session per Agenda item of the Meeting. If permitted
            by the Company by activating the "allow to talk" feature, Shareholders and/or power of
            attorney holder able to ask questions and/or express opinions by speaking directly. The
            determination of the mechanism for conducting discussions per Agenda item of the Meeting
            using the "allow to talk" feature available in the Meeting Broadcast is the authority of each
            Company, and it will be documented by the Company in the Rules of Procedure for Meeting
            Implementation through the eASY.KSEI application.
        4) To have the best experience using the eASY.KSEI application and/or the Meeting
            Broadcast, Shareholders and/or power of attorney holder are recommended to use the
            Mozilla Firefox browser.

6. The Notary, assisted by the Securities Administration Bureau, will conduct the verification and vote
   counting for each Agenda item during the decision-making process of the Meeting, including votes
   submitted by Shareholders and/or power of attorney holder through eASY.KSEI as referred to in
   section 5 paragraph c points 1) to 3) above, as well as those expressed during the Meeting.

7. The Company recommends to Shareholders and/or power of attorney as follows:
   a. The Company recommends Shareholders and/or power of attorney holder who are eligible to
      attend the Meeting, and whose shares are held in collective custody by KSEI, to register their
      attendance electronically through the KSEI System (eASY.KSEI) at the link
      https://akses.ksei.co.id/ provided by KSEI. Electronic registration will be open from the date of
      this Meeting Summon and will be closed no later than before the Meeting, at 03.00 PM.
   b. Registration guidelines, usage instructions, and further explanations regarding eASY.KSEI can
      be found on the website https://akses.ksei.co.id/.


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    c. In the event that Shareholders and/or power of attorney holder will attend the Meeting outside
       the eASY.KSEI mechanism, they may download the power of attorney form from the Company's
       website www.phapros.co.id.
    d. Submit a photocopy of the Identity Card (KTP) or other identification document to the Meeting
       Officer before entering the Meeting Room. For Shareholders and/or power of attorney holder
       who are legal entities, please bring a copy (photocopy) of the Articles of Association and any
       amendments thereto, including the latest composition of the board of directors.

8. Shareholders who have granted power of attorney as stated in section 4 above may submit questions
   regarding the Agenda items via email to the Company at corporate@phapros.co.id, with a copy to
   DM@datindo.com. These questions will be presented during the Meeting by the power of attorney
   holder and recorded in the Meeting Minutes prepared by the Notary. The answers to these questions
   will be provided to the Shareholders via email no later than 3 (three) working days after the Meeting.

9. The Company will announce any changes and/or additional information regarding the procedures for
   conducting the Meeting.

10. The Annual Report will be provided to Shareholders and/or power of attorney holder in softfile form.

11. To facilitate the organization and orderliness of the Meeting, Shareholders and/or power of attorney
    holder who are eligible are kindly requested to register for attendance no later than 30 (thirty) minutes
    before the start of the Meeting and the registration will close at 03.00 PM.

                                          Jakarta, 22nd May 2024
                                            PT PHAPROS Tbk
                                            Board of Directors




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