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20240522_TIFA_Pemanggilan RUPS_31641910_lamp1.pdf
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PT KDB TIFA FINANCE Tbk
(“Company”)
INVITATION OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
The Board of Directors of the Company, domiciled in South Jakarta, hereby invite the
shareholders of the Company to attend the Annual General Meeting of Shareholders
(“AGMS”) and the Extraordinary General Meeting of Shareholders (“EGMS”) hereinafter
referred collectively as the (“Meeting”) which will be held:
Day/date : Thursday/June 13, 2024
Time : 10.00 a.m (Western Indonesian Time) - finish
Place : Pacific Century Place
Function Room B, Level B1
Jl. Jend Sudirman Kav. 52-53
South Jakarta
Agenda of the AGMS and EGMS
The agenda of the AGMS are as follows:
1. Approval and ratification of the Company's Annual Report for the financial year ending
December 31, 2023, including the Company's Activity Report, the Board of
Commissioners' Supervisory Report and the Company's Financial Statements for the
financial year ending December 31, 2023, and granting acquit et decharge to the Board of
Commissioners and the Board of Directors for the 2023 period;
2. Determination on the use of the Company's net profit for the financial year ending on
December 31, 2023;
3. Appointment of a Public Accountant and/or Public Accountant Firm to audit the
Company's financial statements for the financial year ending December 31, 2024;
4. Determination of salary and honorarium for members of the Board of Commissioners,
Board of Directors and Sharia Supervisory Board of the Company for the 2024 period;
5. Changes in Company’s Mangement.
The agenda of the EGMS are as follows:
Approval to pledge more than 50% (fifty percent) of the Company's net assets within 1 (one)
financial year, in 1 (one) transaction or several transactions cumulatively, which are
independent or related to each other, in order to obtain loans and/or funding to be received by
the Company, with the value of the guarantee as well as the terms and conditions deemed
good by the Board of Directors of the Company and with due observance of the articles of
association of the Company and the applicable provisions.
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Explanations are as follows:
1. Agenda of the AGMS
1st agenda to 4th agenda are regularly agenda which held at the Company’s AGMS, while
the 5th agenda relates to plans to change the composition of the Company's management
regarding the re-appointment of the Company's Directors and Independent Commissioner
and the appointment and dismissal of the Directors of the Company. This is pursuant to
the provisions of the Company's Articles of Association, Regulation Number 40 year
2007 concerning Limited Liability Companies and other related Financial Services
Authority Regulations (POJK).
2. Agenda of the EGMS
The EGMS agenda is carried out in accordance with the provisions in the Company's
Articles of Association and Regulation Number 40 year 2007 concerning Limited
Liability Companies, states that the Company should require the GMS’ approval in terms
of pledging assets in excess 50% (fifty percent) of the Company’s equity in 1 (one)
financial year either include 1 (one) transaction or some cumulative transaction (either
partial or correlated).
General Provisions
1. This is an official invitation so that the Company shall not send specific invitation to
each shareholders, and this invitation can also be seen on the Company's official website
www.kdbtifa.co.id, the official website of Indonesia Stock Exchange www.idx.co.id, and
eASY.KSEI application.
2. The Company's shareholders entitled to attend or represent and vote at the Meeting are
the Company's shareholders whose names are registered in the Register of Shareholders
of the Company or holders of securities account balances at the Collective Custody of
PT Kustodian Sentral Efek Indonesia (KSEI) on May 21, 2024 at 04.00 p.m. (Western
Indonesian Time).
3. The Company hereby strongly urges shareholders who are entitled to attend the Meeting
not to be physically present but by giving power of attorney to an independent party
appointed by the Company, namely PT Ficomindo Buana Registrar through a
representative whose name is available on the eASY.KSEI application, which will
represent the Authorizer to vote and forward questions to the Meeting.
4. The Proxy mechanism are as follows:
a. Electronic Proxy
The shareholders who wish to grant electronic proxy (e-proxy) can be made through
the eASY.KSEI application provided by PT Kustodian Sentral Efek Indonesia
(KSEI) at the link https://akses.ksei.co.id.
b. Non-electronic Proxy
The non-electronic proxy can be done by completing and signing the stamped Form
of the Power of Attorney available on office hour at the Registrar ("Registrar")
PT Ficomindo Buana Registrar, Jl. Kyai Caringin No 2-A RT 11 / RW 4, Kelurahan
Cideng, Kecamatan Gambir, Central Jakarta 10150 - Indonesia, Phone: +6221-
22638327, +6221-22639048, email : corporate@ficomindo.com,
ficomindo_br@yahoo.co.id and helpdesk.ficomindo@gmail.com, and the original
Power of Attorney must be received by the Registrar no later than June 13, 2024 at
09.00 a.m (Western Indonesian Time).
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The grant of proxy is conducted with provisions that members of the Board of Directors,
members of the Board of Commissioners and employees of the Company can act as the
proxy of shareholders in the Meeting, but their votes are not counted in the voting
process.
5. For shareholders who remain directly present the Meeting shall follow the Safety
Protocol specified by the Company.
6. The shareholders or their proxies who will exercise their voting rights through
eASY.KSEI application, may inform their attendance or appoint their proxies through
eASY.KSEI application pages.
7. In order to orderliness of the Meeting, the shareholders or their proxies who are attend at
the Meeting shall complete the attendance list by showing their original identity card. For
shareholders in Collective Custody shall show Written Confirmation for Meetings
(KTUR) which can be obtained through Exchange Members or Custodian Banks.
Shareholders in the form of legal entity are required to bring a complete photocopy of the
deed of the articles of association as well as the deed containing the latest board of the
management.
8. In accordance with the provisions of Article 17 and 18 of the Financial Services
Authority Regulation (POJK) Number 15/POJK.04/2020 concerning Plans and
Implementation of General Meeting of Shareholders of the Public Company that the
Meeting agenda materials are available from the date of the invitation until the date of
the Meeting and can be accessed and downloaded through the Company's official
website. The Meeting agenda materials in the form of physical documents can be
obtained at the Company's Head Office within the Company's working hours if requested
in writing by the Company's shareholders.
9. To facilitate the conduct of the Meeting, shareholders or their proxies shall present at the
Meeting of 30 (thirty) minutes before the Meeting begins.
Jakarta, May 22, 2024
PT KDB TIFA FINANCE Tbk
The Board of Directors
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