20240520_SOTS_Pemanggilan RUPS_31640843_lamp2.pdf

    2. Determination of remuneration for the members of the Company’s Board of Directors
       and Board of Commissioners for the 2024 financial year.

         Explanation:
         In accordance with Article 11 paragraph 6 and Article 14 paragraph 6 of the Company's
         Articles of Association juncto Article 96 and Article 113 of the Company Law, the
         amount of remuneration for members of the Board of Directors and Board of
         Commissioners is determined by the GMS. In this agenda item, the Company will seek
         approval from GMS to determine remuneration for the members of the Company’s
         Board of Directors and Board of Commissioners that hold office terms in the 2024
         financial year.

    3. Appointment of Registered Public Accounting Firm (including Registered Public
       Accountant that is a member of a Registered Public Accounting Firm) to audit/examine
       the Company's books for financial year ended December 31, 2024 and the grant of
       authority to the Board of Commissioners of the Company to determine the honorarium
       amount for such Register Public Accountant and its appointment requirements.

         Explanation:
         In accordance with Article 19 paragraph 2 letter c of the Company's Articles of
         Association juncto Article 59 of the Financial Services Authority Regulation Number
         15/POJK.04/2020 of 2020 regarding the Plan and Conduct of General Meetings of
         Shareholders of Public Companies ("POJK 15/2020"), the appointment and dismissal
         of public accountants and/or public accounting firms to audit the annual historical
         financial information must be decided in GMS considering the proposal from the Board
         of Commissioners. In this agenda item, the Company’s Board of Directors propose to
         delegate the authority to appoint Public Accountant and/or Public Accounting Firm to
         the Company’s Board of Commissioners with due observance to the recommendation
         from the Audit Committee.

General provisions:
   1. This meeting invitation is an official invitation in accordance with the provisions of
      Article 52 paragraph 1 of POJK 15/2020 juncto Article 21 paragraph 4 of the
      Company's Articles of Association, hence, separate invitations to the Company's
      Shareholders are no longer required.
   2. Shareholders of the Company who are entitled to attend or be represented in the GMS
      are the Shareholders whose names are recorded in the Shareholder Register on
      Friday, May 17, 2024, at 16:00 PM WIB.
   3. The Meeting will be conducted electronically using the eASY.KSEI application
      provided by PT Kustodian Sentral Efek Indonesia ("KSEI"), in accordance with the
      Financial Services Authority Regulation No. 16/POJK.04/2020 regarding the
      Implementation of Electronic General Meetings of Shareholders of Public Companies
      ("POJK 16/2020") juncto Article 18 of the Company's Articles of Association.
   4. In relation to the organization of the Meeting through the eASY.KSEI application as
      mentioned above, Shareholders' participation in the Meeting can be carried out
      through the following mechanism:
      a. Participating electronically in the Meeting or granting electronic proxy through the
           eASY.KSEI application;

 Senayan City Panin Tower Fl. 9
 Jl. Asia Afrika Lot 19
 Jakarta Pusat 10270 - Indonesia
 Tel: (+62 21) 7278 1782
 www.satriamegakencana.com

        b.   Physically attending the Meeting; or
        c.   Granting proxy using the written proxy form as referred to in number 10 letter (b)
             of these General Provisions.
    5. Shareholders who participate electronically or provide electronic proxies (e-Proxy)
       through the eASY.KSEI application as referred to in number 4 letter a of these General
       Provisions must observe the following:
       a. Shareholders of the Company eligible to use the eASY.KSEI application are
             shareholders whose shares are held in collective custody by KSEI;
       b. Shareholders of the Company must first be registered in the KSEI Securities
             Ownership Reference Facility ("AKSes KSEI"). For Shareholders who are not yet
             registered, please first register through the website (https://akses.ksei.co.id/);
       c. To use the eASY.KSEI application, Shareholders can access the eASY.KSEI
            menu, submenu Login eASY.KSEI located in the AKSes KSEI facility
            (https://akses.ksei.co.id/).
       The registration guide, usage, and further explanations regarding the eASY.KSEI
       application (e-Proxy and e-Voting) can be found on the website
       (https://akses.ksei.co.id/).
    6. Shareholders of the Company or their proxies who will attend electronically through
       the eASY.KSEI application as referred to in number 4 letter a of these General
       Provisions, please pay attention to the following:
       a. Shareholders of the Company can declare their attendance electronically until
             June 8, 2024, at 12:00 WIB ("Attendance Declaration Deadline"), and cast their
             votes through eASY.KSEI from the date of this invitation until the Attendance
             Declaration Deadline.
       b. For:
            i. Shareholders of the Company who have not declared their attendance
                 electronically by the deadline as referred to in number 6 letter a of these
                 General Provisions;
            ii. Shareholders of the Company who have declared their attendance
                 electronically but have not cast their votes until the Attendance Declaration
                 Deadline;
            iii. Representatives of Shareholders and independent parties appointed by the
                 Company (PT Adimitra Jasa Korpora as the Company's Securities
                 Administration Bureau ("BAE")) who have received proxies from
                 Shareholders, but the relevant Shareholders have not determined their voting
                 preferences until the Attendance Declaration Deadline;
            iv. Participants of KSEI/Intermediaries (Custodian Banks or Securities
                 Companies) who have received proxies from Shareholders of the Company
                 who have determined their voting preferences in the eASY.KSEI application;
            are required to register through the eASY.KSEI application on the Meeting date
            from 16.30 WIB to 17.30 WIB.
       c. Delay or failure in the electronic registration process for any reason will result in
             Shareholders or their proxies being unable to attend the Meeting electronically
             and their share ownership will not be counted in the quorum of attendance.
    7. For Shareholders of the Company in the form of certificates/scripts, you can provide
       proxies using the available written proxy form format provided on the Company's
       website (www.satriamegakencana.com)


Senayan City Panin Tower Fl. 9
Jl. Asia Afrika Lot 19
Jakarta Pusat 10270 - Indonesia
Tel: (+62 21) 7278 1782
www.satriamegakencana.com

    8. For Shareholders of the Company or their proxies who intend to attend the Meeting
       physically as referred to in number 4 letter b of these General Provisions, the
       Shareholders of the Company or their proxies must submit to the registration officer
       the original Written Confirmation for the Meeting (hereinafter referred to as "KTUR")
       and the original Identity Card (hereinafter referred to as "KTP") or other identification
       before entering the Meeting room. For proxies of Shareholders of the Company in the
       form of legal entities, in addition to submitting the original KTUR and a photocopy of
       the KTP or other identification, they must also submit a photocopy of the latest Articles
       of Association and the latest appointment deed of the Board of Directors of the legal
       entity they represent.
    9. In the event that a Shareholder or their proxy has declared or registered their
       attendance electronically, but subsequently attends the Meeting physically, the
       Company will cancel the Shareholder's or proxy's electronic attendance as registered
       in the eASY.KSEI application.
   10. Shareholders of the Company may be represented by their proxies in the following
       ways:
       a. By providing electronic proxy (e-Proxy) through the eASY.KSEI application as
            referred to in number 4 letter a of these General Provisions, with the condition that
            Shareholders must submit proxies and/or its votes, make changes to the
            appointment of proxy recipients and/or voting choices for Meeting agenda items,
            or revoke proxies electronically through the eASY.KSEI application from the date
            of this invitation until the Attendance Declaration Deadline;
       b. By using the available written proxy form format provided on the Company's
            website (www.satriamegakencana.com), with the following conditions:
            i. Shareholders of the Company are not allowed to grant proxies to more than
                 one proxy for a portion of their shareholding with different votes;
            ii. In case the proxy form referred to in number 10 letter b of these General
                 Provisions is signed outside the territory of the Republic of Indonesia, the
                 proxy form must be apostilled by authorized institution;
            iii. The proxy form format can be downloaded from the Company's website and
                 when completed, it must be submitted to the Company's Securities
                 Administration Bureau (BAE) at the following address:
                 PT Adimitra Jasa Korpora
                 Kirana Boutique Office
                 Jalan Kirana Avenue III, Blok F3 Nomor 5, Kelapa Gading
                 Jakarta Utara 14250
                 on any business day from the date of the Meeting invitation until the latest by
                 Friday, June 7, 2024, at 16:00 WIB.

        c.  If members of the Board of Directors, Board of Commissioners, and employees of
            the Company act as proxies in the Meeting, the votes they cast will not be counted
            in the voting process.
    11. The materials related to the Meeting are available and accessible through the
        Company's website (www.satriamegakencana.com) from the date of this Meeting
        invitation until the day of the Meeting.




Senayan City Panin Tower Fl. 9
Jl. Asia Afrika Lot 19
Jakarta Pusat 10270 - Indonesia
Tel: (+62 21) 7278 1782
www.satriamegakencana.com

     12. Shareholders of the Company or their proxies can observe the ongoing Meeting via
         Zoom webinar by accessing the eASY.KSEI menu, "GMS Broadcast" submenu,
         available in the AKSes KSEI facility (https://akses.ksei.co.id/) or through the "GMS
         Broadcast" menu on the mobile AKSes KSEI application, with the following conditions:
         a. Shareholders of the Company or their proxies must be registered in the
            eASY.KSEI application no later than June 7, 2024, at 12:00 WIB.

         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-served
             basis. Shareholders of the Company or their proxies who do not have the
             opportunity to observe the Meeting via GMS Impressions will still be considered
             validly present electronically, and their share ownership and voting preferences
             will be counted in the Meeting, as long as they have registered in the eASY.KSEI
             application.
       c. Shareholders of the Company or their proxies who only observe the Meeting via
             GMS broadcast but are not registered as present electronically in the eASY.KSEI
             application will be considered invalidly present and will not be included in the
             calculation of the Meeting's quorum.
     13. To have the best experience using the eASY.KSEI application and/or GMS
         broadcast, shareholders or their proxies are advised to use the Mozilla Firefox web
         browser.
     14. If there are any technical operational changes to the eASY.KSEI application or
         changes to regulations, guidelines, and/or explanations from KSEI related to the
         conduct of electronic Meetings through the eASY.KSEI application after the date of
         this invitation, then such changes will apply to the conduct of the Meeting, and all
         provisions in these General Provisions related to the conduct of electronic Meetings
         through the eASY.KSEI application are considered adjusted accordingly to those
         changes.

Notes:
Shareholders or their proxies can attend the Meeting electronically or physically. Shareholders
or their proxies who physically attend the Meeting are required to adhere to the protocols at
the Meeting venue established by the Company, including the following:
1) Shareholders of the Company or their proxies are respectfully requested to be at the
   Meeting venue by 15.30 WIB so that the Meeting can start on time. Registration will be
   closed at 16.30 WIB. Shareholders or proxies of Shareholders who arrive after registration
   is closed will be considered absent, therefore unable to propose motions and/or
   questions, and will not be able to vote in the Meeting.

2) If there are any changes and/or additions to the information regarding the Meeting
   procedures,     it    will     be     announced      on    the     Company's     website
   (www.satriamegakencana.com).
3) In case of an emergency situation that prevents the Company from holding the Meeting
   physically, the Company will conduct the Meeting electronically without Shareholder
   attendance, with prior notification provided to the Shareholders of the Company.



 Senayan City Panin Tower Fl. 9
 Jl. Asia Afrika Lot 19
 Jakarta Pusat 10270 - Indonesia
 Tel: (+62 21) 7278 1782
 www.satriamegakencana.com

                                       Jakarta, May 20, 2024
                                  PT SATRIA MEGA KENCANA Tbk
                                        Board of Directors




Senayan City Panin Tower Fl. 9
Jl. Asia Afrika Lot 19
Jakarta Pusat 10270 - Indonesia
Tel: (+62 21) 7278 1782
www.satriamegakencana.com