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20240507_VKTR_Pemanggilan RUPS_31635942_lamp2.pdf

RUPS notice Text extracted VKTR

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   INVITATION TO THE SHAREHOLDERS ANNUAL GENERAL MEETING OF SHAREHOLDERS
                PT VKTR TEKNOLOGI MOBILITAS TBK (the "Company")

The Board of Directors of the Company hereby invite the shareholders of the Company to attend the
Annual General Meeting of Shareholders (“AGMS”) of the Company which will be convened
physically and online on:

 day, date                   : Monday, 3 June 2024
 time                        : 02.00 PM to 04.00 PM Western Indonesia Time
 place                       : Ruang Nusantara, Bakrie Tower, 36th floor
                               Kawasan Rasuna Epicentrum, Jl. H.R. Rasuna Said, Karet Kuningan,
                               Setiabudi, Jakarta Selatan, 12940, Indonesia
 online venue for            : Electronically (online) with the eASY.KSEI application (“eASY.KSEI”)
 shareholders

The Agenda of the AGMS are as follows:

1. Approval of the Company's annual report for the financial year 2023 and ratification of the
   consolidated financial statements of the Company and subsidiaries for the financial year ended
   December 31, 2023:

      Approval of the Company's annual report for the financial year 2023 which has been
       reviewed by the Board of Commissioners;
      Approval of the supervisory report of the Board of Commissioners;
      Ratification of the consolidated financial statements of the Company and its subsidiaries for
       the financial year ended December 31, 2023, audited by public accounting firm Y. Santosa &
       Rekan (Member Firm of Praxity International) and signed on March 7, 2024;
      Release and discharge of responsibilities (acquit et de charge) of members of the Board of
       Directors and Board of Commissioners for the financial year 2023;

   Explanation: The Company will provide an explanation to shareholders or their proxies regarding
   the implementation of the Company's business activities for the financial year ending 31 December
   2023 and the Company's financial condition as stated in the Company's Financial Statements for
   the financial year ending 31 December 2023 in accordance with the provisions of Article 69
   paragraph (1) Law no. 40 of 2007 concerning Limited Liability Companies as amended from time
   to time ("UUPT") as well as Article 10 paragraph 9 in conjunction with Article 23 paragraph 5 of
   the Company's Articles of Association. Furthermore, in line with Article 10 paragraph 10 of the
   Company's Articles of Association, approval of the annual report and ratification of the Financial
   Statements by the AGMS means full release and discharge of responsibility (acquit et de charge) to
   the members of the Company's Board of Directors and Board of Commissioners for the
   management and supervision that has been carried out in the 2023 financial year, as long as these
   actions are clearly reflected in the annual report and financial statements;

2. Approval of the determination of the use of the Company's net profit for the financial year 2023;

   Explanation: The agenda of this AGMS is carried out in order to comply with the provisions of
   Article 70 and Article 71 of UUPT and the provisions of Article 10 paragraph 9 juncto Article 24
   paragraph 1 of the Company's Articles of Association related to the use of the Company's net profit
   for the financial year ended on December 31, 2023;

3. Approval of the appointment of a public accounting firm to audit the consolidated financial

                                                1
                                                                      PT VKTR Teknologi Mobilitas Tbk
                                                                      Bakrie Tower 35th FL, Rasuna Epicentrum
                                                                      Jl. H.R Rasuna Said Jakarta 12940, Indonesia
                                                                      Telephone : (62 21)2991 2222
                                                                      Web : https://vktr.id/
Page 2
   statements of the Company and its subsidiaries for the financial year ending December 31,
   2024;

   Explanation: The agenda of this AGMS was carried out in order to comply with the provisions of
   Article 10 paragraph 9 of the Company's Articles of Association, Article 68 paragraph (1) letter c
   of UUPT and Article 59 of OJK Regulation No. 15/POJK.04/2020 concerning the Plan to Convene
   the General Meeting of Shareholders of Public Companies;

4. Determination of salaries and allowances and other facilities for the members of the Board of
   Directors and the Board of Commissioners in the financial year 2024;

   Explanation: The agenda of this AGMS is carried out in order to comply with the provisions of
   Articles 96 and 113 of UUPT and Article 17 paragraphs 14 and 20 paragraph 9 of the Company's
   Articles of Association related to determining remuneration for the Board of Directors and Board
   of Commissioners for the 2024 financial year;

5. Approval of the change in the use of proceeds from the Initial Public Offering of Shares (“Public
   Offering”) of the Company;

   Explanation: The agenda of this AGMS is carried out in order to comply with the provisions in the
   Article 9 paragraph (1) juncto Article 11 of OJK Regulation No. 30/POJK.04/2015 concerning
   Report on the Realization of the Use of Public Offering Proceeds, the Company plans to change the
   plan to use the proceeds from the Company's public offering;

6. Submission of report on the realization of the use of proceeds from the Initial Public Offering of
   PT VKTR Teknologi Mobilitas Tbk Year 2023;

   Explanation: The agenda of this AGMS was held in order to comply with the provisions in Article 6
   paragraphs (1) and (2) of OJK Regulation No. 30/POJK.04/2015 concerning the Realization Report
   on the Use of Public Offering Proceeds, the Company plans to convey the realization of the use of
   funds from the realized public offering. This agenda does not require AGMS approval.




                                                2
                                                                      PT VKTR Teknologi Mobilitas Tbk
                                                                      Bakrie Tower 35th FL, Rasuna Epicentrum
                                                                      Jl. H.R Rasuna Said Jakarta 12940, Indonesia
                                                                      Telephone : (62 21)2991 2222
                                                                      Web : https://vktr.id/
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Note:

 1. The AGMS announcement was announced by the Company on 25 April 2024.

 2. The Company will not send a separate invitation to each shareholder of the Company, thus this
    invitation shall be the official invitation for the shareholders of the Company.

 3. Shareholders entitled to attend the AGMS are the shareholders of the Company whose names are
    registered in the Register of Shareholders of the Company and/or the shareholders of the
    Company in sub-securities accounts at PT Kustodian Sentral Efek Indonesia (“KSEI”) at the closing
    of stock trading closure on the Indonesian Stock Exchange on 8 May 2024.

 4. Materials related to the AGMS are available and accessible through the Company's official website
    at www.vktr.id and eASY.KSEI on the link: www.easy.ksei.co.id , as of the date of the invitation
    until the date of the AGMS. Copies of physical documents may be provided to shareholders upon
    written request to the Corporate Secretary.

 5. Power of Attorney:

    The Company hereby suggests to the shareholders who not physically attend the AGMS and
    provide a power of attorney for the attendance and voting to its independent proxy appointed by
    the Company, by referring to the following provisions:

    (a) The Company prepares 2 (two) types of power of attorney for the shareholders, namely (i)
        Electronic Power of Attorney (e-Proxy) which can be accessed electronically on the eASY.KSEI
        platform through www.ksei.co.id and (ii) conventional power of attorney with details as
        follows:

        (i)     e-Proxy through eASY.KSEI – a power of attorney provided by KSEI to facilitate and
                integrate Proxy from scriptless shareholders whose shares are held in KSEI Collective
                Custody to their proxies electronically. The attorney who is available at eASY.KSEI is
                an independent party appointed by the Company. Information regarding the
                independent proxies appointed by the Company can be accessed in eASY.KSEI
                platform through www.ksei.co.id. The e-Proxy will be subject to the procedures, terms
                and conditions as set out by KSEI. Following the OJK Regulation No. 15/POJK.04/2020
                regarding the Planning and Holding of General Meeting of Shareholders of Public
                Companies, the power of attorney shall be granted no later than 1 (one) business day
                before the holding of the AGMS.

        (ii)    Conventional Power of Attorney – the form which included voting. The power of
                attorney that has been completed and signed by the shareholders along with the
                supporting documents must be submitted to the Company no later than 31 May 2024
                at 04.00 PM Western Indonesia Time through email at corsec@vktr.id or submitted to
                PT Electronic Data Interchange Indonesia, the Company’s Shares Registrar at Wisma
                SMR 10th floor, Jl. Yos Sudarso No.89, Jakarta 14350.

        Form of power of attorney and information regarding the independent proxies appointed by
        the Company can be obtained through the Company’s website at www.vktr.id or by contacting
        the Company’s Corporate Secretary of the Company by email at corsec@vktr.id or to PT
        Electronic Data Interchange Indonesia, the Company’s Shares Registrar at Wisma SMR 10th
        floor, Jl. Yos Sudarso No. 89, Jakarta 14350.

                                                                  PT VKTR Teknologi Mobilitas Tbk
                                                                  Bakrie Tower 35th FL, Rasuna Epicentrum
                                                                  Jl. H.R Rasuna Said Jakarta 12940, Indonesia
                                                                  Telephone : (62 21)2991 2222
                                                                  Web : https://vktr.id/
Page 4
   (b) Only the power of attorneys that are validated as shareholders of the Company are entitled to
       attend with a power of attorney at the AGMS and will be counted as a quorum for the meeting
       resolution.

   Verification will be conducted physically by the Company’s Shares Registrar, PT Electronic Data
   Interchange Indonesia, and Notary before entering the AGMS room. Therefore, the appointed proxy
   through conventional power of attorney, either from the individual shareholders or the shareholders
   in the form of legal entities, must bring the original power of attorney and its supporting documents
   to the AGMS.
6. The shareholders of the Company or its proxies, who will attend the AGMS are required to show a
   copy of their National Identity Card (Kartu Tanda Penduduk/KTP) or other evidence of identity, both
   for the shareholders as well as their proxies to the registration officer of the Company’s AGMS before
   entering the AGMS room. Shareholders in the form of legal entities shall submit a copy/photocopy of
   its Articles of Association and its amendments respectively, including the latest composition of the
   management. Shareholders whose shares have been registered in KSEI collective custody shall bring
   the Written Confirmation for the Meeting (Konfirmasi Tertulis Untuk Rapat/”KTUR”) which can be
   obtained from securities companies or in their respective custodian banks, where the Company's
   shareholders open the securities account.
7. For any shareholders whose shares are deposited in collective custody of KSEI, the grant of power of
   attorney by securities companies or custodian banks whose names are registered in the Register of
   Shareholders and KTUR may only be granted to employees of the related account holder. The grant of
   power of attorney by the account holder of KSEI to any investor being its client to attend the AGMS is
   prohibited.
8. To facilitate the arrangement and orderliness of the AGMS, shareholders or their legal proxies are
   kindly requested to have been at the place of the AGMS no later than 30 (thirty) minutes before the
   AGMS commences.

                                          Jakarta, 10 May 2024
                                     PT VKTR Teknologi Mobilitas Tbk
                                            Board of Directors




                                                                 PT VKTR Teknologi Mobilitas Tbk
                                                                 Bakrie Tower 35th FL, Rasuna Epicentrum
                                                                 Jl. H.R Rasuna Said Jakarta 12940, Indonesia
                                                                 Telephone : (62 21)2991 2222
                                                                 Web : https://vktr.id/

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Names mentioned 5 people and organisations named in the text · linked when the evidence is strong

linked org VKTR TEKNOLOGI MOBILITAS TBK p.1 ×14
unresolved org Y. Santosa & Rekan p.1
unresolved org Teknologi Mobilitas Tbk p.1 ×6
unresolved org PT Kustodian Sentral Efek Indonesia p.3
unresolved org PT Electronic Data Interchange Indonesia p.3 ×3

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