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20240508_TBIG_Pemanggilan RUPS_31636600_lamp2.pdf
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PT TOWER BERSAMA INFRASTRUCTURE Tbk
INVITATION
ANNUAL GENERAL MEETING OF SHAREHOLDERS
The Board of Directors of PT Tower Bersama Infrastructure Tbk (hereinafter referred to as “the
Company”) hereby invites the Company’s Shareholders to attend the Annual General Meeting of
Shareholders (“the Meeting”) of the Company which will be convened physically and online on:
Day/Date : Thursday, May 30, 2024
Time : 10.00 Western Indonesia Standard Time - finish
Venue : Medan Room
Hotel The Westin Jakarta
Jl. HR Rasuna Said Kav C-22
Jakarta Selatan - 12940
Online venue for : Access KSEI's Electronic General Meeting System (eASY.KSEI)
shareholders facility at https://akses.ksei.co.id/ organized by KSEI.
With the following agenda:
1. Approval of the Company’s 2023 Annual Report and ratification of the Company’s Consolidated
Financial Statement for the Financial Year ending on December 31, 2023.
Explanation:
In order to comply with the Company’s Article of Association and Law No. 40 Year 2007 regarding
Limited Liabilities Company as lastly amended by Law No. 6 Year 2023 on Stipulation of
Government Regulation in lieu of Law No. 2 Year 2022 on Job Creation as Law (“Company Law”),
the Board of Directors and Board of Commissioners presented 2023 Annual Report on the
implementation of the Company's business activities including the Board of Commissioners'
Supervisory Report for 2023 and to ratify the Company's Financial Statements for Financial Year
2023 and provides full release and discharge (acquit de charge) to all members of the Board of
Directors and Board of Commissioners. The Company has uploaded the 2023 Annual Report on the
Company's website at www.tower-bersama.com and Indonesia Stock Exchange’s website.
2. Determination of the Use of Net Profits for Financial Year 2023.
Explanation:
In order to comply with the Company’s Article of Association and Company Law, the Company will
propose to the Company's AGMS to decide the use of the Company's Net Profit for the financial
year ending on December 31, 2023.
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3. Appointment of the Public Accountant and Public Accounting Firm to audit the Company’s Financial Statements for Financial Year 2024. Explanation: The Company will propose that the appointment of the Public Accountant and Public Accounting Firm to be delegated to the Board of Commissioners by taking into account the recommendation from the Audit Committee and the applicable laws and regulations. 4. Determination of the Salaries and Allowances to the Members of the Board of Directors and Salaries or Honoraria and Allowances to the Members of the Board of Commissioners of the Company for the Financial Year 2024. Explanation: The Company will propose the determination of the Salaries and Allowances to the Members of the Board of Directors and Salaries or Honoraria and Allowances to the Members of the Board of Commissioners of the Company for the Financial Year 2024 to be delegated to the Board of Commissioners. 5. Appointment and/or changes to the composition of the Company's Directors. Explanation: The Company will propose approval to appoint and/or change the composition of the Company's Board of Directors, including the reaffirmation of the Company's data regarding the shareholders composition and the Company's address. The curriculum vitae of the Company's Director candidates to be proposed to the Meeting is available on the Company's website www.tower- bersama.com since the date of this Invitation to the Meeting. 6. Approval of the plan to change the business activities to be carried out by PT Tower Bersama and PT Solu Sindo Kreasi Pratama, which are controlled companies of the Company, by adding business activities of leasing power supply systems using batteries for telecommunications towers and leasing property, to comply with the provisions of Article 32 juncto Article 22 paragraph (1) subparagraph a of OJK Regulation No. 17/POJK.04/2020 regarding Material Transactions and Changes in Business Activities. Explanation: The Company will propose for the approval of the plan to change business activities (including discussions on the related business feasibility study) to be carried out by PT Tower Bersama and PT Solu Sindo Kreasi Pratama, which are controlled companies of the Company, by adding business activities of leasing power supply systems using batteries for telecommunication towers and leasing properties, to comply with the provisions of Article 32 in conjunction with Article 22 paragraph (1) subparagraph a of OJK Regulation No. 17/POJK.04/2020 regarding Material Transactions and Changes in Business Activities. Information Disclosure on the changes of business activities has been announced on April 23, 2024 on the Indonesia Stock Exchange’s website and on the Company's website. 7. Approval of the Company's Share Buyback by following OJK Regulation No. 29 of 2023 dated December 29, 2023 regarding Buyback of Shares Issued by Public Companies.
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Explanation:
The Company will propose approval for the Company's plan to buyback up to 396,500,000 (three
hundred ninety six million five hundred thousand) shares of the Company (1.75% of the total issued
and fully paid-up capital of the Company). Information Disclosure on the shares buyback has been
announced on April 23, 2024 on the Indonesia Stock Exchange’s website and on the Company's
website.
8. Approval of the plan to issue debt securities or Notes in foreign currency, with a maximum
principal amount equivalent to USD 900,000,000 (nine hundred million United States Dollars),
to be issued by the Company in 1 (one) or several issuances within a period of 12 (twelve)
months from the date of approval by the GMS through an offering to investors outside the
territory of the Republic of Indonesia, which constitutes a Material Transaction under OJK
Regulation No. 17/POJK.04/2020 regarding Material Transactions and Changes in Business
Activities.
Explanation:
Information Disclosure on the plan to issue debt securities or Notes in foreign currencies has been
announced on April 23, 2024 on the Indonesia Stock Exchange’s website and on the Company's
website.
9. Use of proceeds report of (i) Continuous Rupiah Bond VI Phase I Year 2023; (ii) Continuous
Rupiah Bond VI Phase II Year 2023; and (iii) Continuous Rupiah Bond VI Phase III Year 2024.
Explanation:
The Company will provide reports on use of proceeds from the Company’s :
⁻ Continous Rupiah Bond VI Phase I Year 2023 which raised IDR 1,500,000,000,000 (one trillion
five hundred billion Rupiah);
⁻ Continous Rupiah Bond VI Phase II Year 2023 which raised IDR 1,513,100,000,000 (one trillion
five hundred thirteen billion one hundred million Rupiah); and
⁻ Continous Rupiah Bond V Phase VI Year 2023 which raised IDR 2,700,000,000,000 (two trillion
seven hundred billion Rupiah).
IMPORTANT NOTES:
1. The Company does not send a separate invitation letter to Shareholders. According to the
Company’s Articles of Association, this invitation serves as the official invitation to the
Shareholders. This invitation can also be seen on the Company's website (www.tower-
bersama.com), the website of the Indonesia Stock Exchange and the Electronic General Meeting
System (eASY.KSEI) application provided by PT Kustodian Sentral Efek Indonesia ("KSEI").
2. The Shareholders who are entitled to attend the Meeting are the Shareholders whose names are
duly registered within the Company’s Share Registry and/or Shareholders of the Company whose
sub-accounts at PT Kustodian Sentral Efek Indonesia (“KSEI”) by the close of trade at the
Indonesia Stock Exchange on May 7, 2024 (1 business day before the invitation).
3. Shareholders may attend the Meeting by:
a. physically attend the Meeting; or
b. attending the Meeting electronically through the KSEI Electronic General Meeting System
application (eASY.KSEI); or
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c. represented by another party by giving electronically (e-proxy) through the eASY.KSEI
application (https://akses.ksei.co.id) or giving power of attorney in writing (conventional
power of attorney) with reference to the following provisions:
(i) e-Proxy through eASY.KSEI – A power of attorney system provided by KSEI to facilitate
and integrate the power of attorney from scripless individual Shareholders whose
shares are in KSEI's Collective Custody to their proxies electronically. The Proxy
available at eASY.KSEI is an independent party appointed by the Company. Information
regarding the independent power of attorney appointed by the Company can be
obtained through the eASY.KSEI platform via the https://akses.ksei.co.id/ . Electronic
authorization / e-Proxy must comply with the procedures, terms and conditions
stipulated by KSEI. In accordance with the provisions of the Financial Services Authority
Regulation No. 15/POJK.04/2020 concerning the Plan to Organize the General Meeting
of Shareholders of a Public Company, the grant of power of attorney must be carried
out no later than 12.00 Western Indonesian Standard Time 1 (one) business day prior
to the holding of the Meeting.
(ii) Conventional Power of Attorney – In the event that Shareholders will attend the
Meeting outside the eASY.KSEI mechanism, the shareholders can download the power
of attorney form on the Company's website (www.tower-bersama.com) or can contact
the Company's Corporate Secretary via email address corporate.secretary@tower-
bersama.com. The power of attorney that has been completed and signed by the
Shareholders along with supporting documents can be submitted to the Company or
to PT Datindo Entrycom, the Company's Securities Administration Bureau at the
address Jl. Hayam Wuruk No. 28, Jakarta 10210 no later than May 26, 2023 at 15.00
Western Indonesia Standard Time.
Verification will be carried out physically by the Company's Administration Bureau and the
Notary before the Meeting. Thus, the power of attorney appointed through a conventional
power of attorney, either by an individual shareholder or a shareholder in the form of a legal
entity, must submit the original power of attorney along with the supporting documents to
the venue of the Meeting.
4. The shareholders of the Company or its proxies, who will attend the Meeting 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
Meeting before entering the Meeting room. Shareholders in the form of legal entities shall submit
a copy/photocopy of its Articles of Association and its amendments respectively, including the last
composition of the management. Shareholders whose shares are placed in the Collective Custody
of KSEI are required to bring Written Confirmation for GMS (Konfirmas Tertulis Untuk RUPS /KTUR)
to the registration officer before entering the Meeting room. KTUR can be obtained from
securities companies or in their respective custodian banks, where the Company's shareholders
open their securities accounts. In the event that the Shareholder is unable to present the KTUR,
the Shareholder may still attend the Meeting as long as his/her name is recorded in the Register
of Shareholders and brings a verifiable identity in accordance with applicable regulations.
5. Shareholders who will exercise their voting rights through the eASY.KSEI Application, can submit
their voting choices into the eASY.KSEI Application. The deadline for granting proxies and votes in
the eASY.KSEI Application is 12.00 Western Indonesian Time on 1 (one) business day prior to the
date of the Meeting.
6. The Company will provide the material for each Meeting Agenda through the Company's website
www.tower-bersama.com starting from this Invitation.
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7. Notary, assisted by the Company's Securities Administration Bureau / Shares Registrar, will check
and count votes for each agenda item in each meeting decision-making, including those votes
submitted by the Shareholders through eASY.KSEI as well as those presented at the Meeting.
8. In order to facilitate the arrangement and orderliness of the Meeting, shareholders or their legal
proxies are kindly requested to have been at the place of the Meeting no later than 30 (thirty)
minutes before the Meeting commences.
Jakarta, May 8, 2024
PT Tower Bersama Infrastructure Tbk
The Board of Directors
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Indonesia Stock Exchange
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PT Solu Sindo Kreasi Pratama
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PT Kustodian Sentral Efek Indonesia
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Financial Services Authority
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PT Datindo Entrycom
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