20240507_SMCB_Pemanggilan RUPS_31635947_lamp2.pdf

4.   Approval of the delegation of authority to the Board of Commissioners to determine tantiem for the 2023
     financial year and remuneration (salaries, facilities and benefits) for the 2024 financial year for the Board
     of Directors.
     Explanation:
     This agenda item is in accordance with Article 96 of Companies Law and Article 11 paragraph 19 of the
     Company's Articles of Association, namely that "Members of the Board of Directors can be given a salary
     along with other facilities and/or benefits including tantiem and retirement benefits, the type and amount
     of which is determined by the AGMS and this authority can be delegated to the Board of Commissioners”.

5.   Approval of the determination of tantiem for the 2023 financial year and remuneration
     (salary/honorarium, facilities and allowances) for the 2024 financial year for the Board of Commissioners.
     Explanation:
     This agenda item is in accordance with Article 113 of Companies Law and Article 14 paragraph 29 of the
     Company's Articles of Association, namely that "Members of the Board of Commissioners are given
     honorarium and allowances/facilities including tantiem and retirement benefits, the type and amount of
     which is determined by the AGMS with due observance of the provisions of the applicable laws and
     regulations".



6.   Amendments to Article 3 of the Articles of Association concerning Purposes and Objectives and Business
     Activities, including (i) adjustments to the Standard Classification of Indonesian Business Fields (KBLI
     2020) and (ii) additional business fields of the Company, including discussion of the Feasibility Study in
     order to fulfill the requirements and provisions of Financial Services Authority Regulation No.
     17/POJK.04/2020 concerning Material Transactions and Changes in Business Activities (“POJK No.
     17/2020”).
     Explanation:
     This agenda item consists of:
     a. Changes to Article 3 of the Articles of Association concerning Purposes and Objectives and Business
          Activities to adapt to the Standard Classification of Indonesian Business Fields (KBLI 2020).

          This agenda item was carried out in the context of adjustments to the provisions of the Standard
          Classification of Indonesian Business Fields in connection with the issuance of the provisions of
          Government Regulation No. 5 of 2021 concerning Implementation of Risk-Based Licensing (PP No. 5 of
          2021) and Central Statistics Agency Regulation No. 2 of 2020 concerning Standard Classification of
          Indonesian Business Fields (Perka BPS No. 2/2020). Therefore, it is necessary to make adjustments to
          the provisions of Article 3 of the Company's Articles of Association with the applicable regulations
          relating to the Standard Classification of Indonesian Business Fields, so that it can be synchronized with
          the Online Single Submission (OSS) licensing application. Currently, the Company is still in the process
          of preparing these changes and will provide further information to shareholders in accordance with
          applicable regulations.

     b.   Added provisions to Article 3 of the Articles of Association regarding Purposes and Objectives and
          Business Activities for KBLI with royalties (77400) and land rental (68111).

          In connection with the agenda for adding Business Activities, a Feasibility Study was also discussed in
          accordance with Chapter III Changes to Business Activities POJK No. 17/2020.



7.   Changes to the Company's Articles of Association.
     Agenda for Amendments to the Company's Articles of Association consisting of:
     a. Amendment to Article 17 paragraph (5) of the Articles of Association concerning Work Plans and Annual
         Budget.

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          Explanation:
          This agenda item was carried out in order to amend the provisions of Article 17 paragraph (5) of the
          Company's Articles of Association regarding the Company's Work Plan and Budget.

     b.   Amendment to Article 18 paragraph (12) of the Articles of Association concerning the Financial Year
          and Annual Report in order to adapt to Financial Services Authority Regulation No. 14/POJK.04/2022
          concerning Submission of Periodic Financial Reports for Issuers and Public Companies (“POJK No.
          14/2022”).

          Explanation:
          This agenda item was carried out in the context of adjusting the Company's Articles of Association with
          Article 20 paragraphs (1), (3) and (4) POJK No. 14/2022, which requires the Company to announce
          periodic financial reports via the Stock Exchange website and provide these periodic financial reports
          on the Company's website in Indonesian and a foreign language, provided that the foreign language
          used is at least English.

8.   Approval of Changes the Company’s management.
     Explanation:
     This agenda item relates, among others, to each one of the Company's Directors and Board of
     Commissioners whose term of office ends at the closing of the AGMS which will be held in 2024.

Note:
1. This invitation is an official invitation of the Meeting, thus the Company will not sent specific/individual
    invitation to the shareholders.

2.   Based on Article 23 paragraph (2) POJK No. 15/2020, shareholders who are entitled to attend and vote at
     the Meeting, their names must be recorded in the Register of Shareholders of the Company or in the
     securities account at PT Kustodian Sentral Efek Indonesia (“KSEI”) on 7 May 2024 at the close of trading of
     the Company's shares on the Indonesia Stock Exchange.

3.   The Company has provided materials related to the agenda of the Meeting which can be downloaded
     through the Company's website https://solusibangunindonesia.com.

4.   The participation of shareholders in the Meeting can be done by the following mechanisms: (i) limited
     physical attendance at the Meeting; or (ii) electronically through the KSEI System (eASY.KSEI) at
     https://akses.ksei.co.id/ as provided by KSEI.

     However, due to the limitations of the Meeting venue for the shareholders who are physically present at
     the Meeting, the Company urges shareholders to attend electronically through the KSEI System (eASY.KSEI)
     at https://akses.ksei.co.id/ as provided by KSEI, as a Physical Distancing measure as well as implementing
     the applicable security and health protocols.

5.   Shareholders who can attend electronically as mentioned above are local individual shareholders whose
     shares are kept in the collective custody of KSEI.

6.   Before deciding to participate in the Meeting, shareholders must read the provisions conveyed through this
     invitation as well as other provisions related to the implementation of the Meeting based on the authority
     determined by the Company.

7.   For shareholders who will exercise their voting rights through the eASY.KSEI application, they can inform
     their presence or appoint their proxies and/or submit their vote in the eASY.KSEI application.

8.   The deadline for submitting an electronic attendance declaration or electronic proxy (e-proxy) and
     electronic voting in the eASY.KSEI application is no later than 12.00 WIB on 1 (one) business day prior to the
     Meeting date.

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9.   Shareholders or their proxies who are physically present at the Meeting, before entering the Meeting room
     are required to fill out the attendance register by showing proof of original identity or shareholders who are
     legal entities are asked to bring a copy of the latest Articles of Association by attaching the deed of
     composition of the management (Board of Directors and/or the Board of Commissioners.

10. Shareholders who will attend or give power of attorney electronically (e-proxy) to the Meeting through the
    eASY.KSEI application must pay attention to the following:

     a.   Registration Process
          (i) Local individual type shareholders who have not provided a declaration of presence or power of
                attorney in the eASY.KSEI application by the time limit in point 8 and wish to attend the Meeting
                electronically are required to register attendance in the eASY.KSEI application on the date of the
                Meeting until the registration period The meeting is electronically closed by the Company.
          (ii) Local individual type shareholders who have given a declaration of attendance but have not cast
                their votes for at least 1 (one) agenda of the Meeting in the eASY.KSEI application until the deadline
                in point 8 and wish to attend the Meeting electronically are required to do so attendance
                registration in the eASY.KSEI application on the date of the Meeting until the registration period of
                the Meeting is electronically closed by the Company.
          (iii) Shareholders who have given power of attorney to the proxies provided by the Company
                (Independent Representative) or Individual Representatives but the shareholders have not cast a
                minimum vote for 1 (one) Meeting agenda in the eASY.KSEI application until the deadline in point
                8, then the proxies representing the shareholders are required to register attendance in the
                eASY.KSEI application on the date of the Meeting until the electronic registration period for the
                Meeting is closed by the Company.
          (iv) Shareholders who have given power of attorney to the participant/Intermediary proxy (Custodian
                Bank or Securities Company) and have cast their vote in the eASY.KSEI application up to the time
                limit in point 84, then the representative of the proxy who has been registered in the eASY
                application. KSEI is required to register attendance in the eASY.KSEI application on the date of the
                Meeting until the electronic registration period for the Meeting is closed by the Company.
          (v) Shareholders who have given a declaration of attendance or given power of attorney to the proxy
                provided by the Company (Independent Representative) or Individual Representative and have
                cast a minimum of 1 (one) or all of the Meeting agenda items in the eASY application. no later than
                the time limit in point 8, the shareholders or the proxies do not need to register attendance
                electronically in the eASY.KSEI application on the date of the Meeting. Share ownership will be
                automatically calculated as a quorum of attendance and the votes that have been cast will be
                automatically taken into account in the voting of the Meeting.
          (vi) Any delay or failure in the electronic registration process as referred to in numbers (i) to (v) for any
                reason will result in the shareholders or their proxies being unable to attend the Meeting
                electronically, and their share ownership will not be counted as a quorum for attendance at the
                Meeting.
          (vii) Shareholders may also provide power of attorney electronically (e-proxy) through eASY.KSEI
                application which has been provided by KSEI to an independent party appointed by the Company,
                that is the Company's Securities Administration Bureau. This electronic power of attorney (e-proxy)
                can be made from the date of this invitation until no later than 12.00 WIB on 1 (one) working day
                prior to the Meeting.

     b. Process for Submitting Questions and/or Opinions for shareholders who are physically present:

          (i)   In each agenda item, the Chairperson of the Meeting gives the opportunity to shareholders or
                their proxies to ask questions and/or express opinions. For one agenda item, there will only be
                one stage for asking and/or giving opinions regarding the agenda (agenda) of the Meeting which
                will be limited to 5 (five) minutes for 3 questioners.
          (ii) Questions can only be asked by the shareholders or their legal proxies at the specified time, i.e.
                after the completion of the Meeting's agenda presentation and before the vote.
          (iii) The Company's shareholders or their authorized proxies who wish to ask questions and/or express
                their opinions, are asked to raise their hands and fill in the Question & Opinion Sheet provided by

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           stating the name, number of shares owned or represented and the question and then submitting
           the Question & Opinion Sheet has been filled in to the appointed officer.
     (iv) After all completed Question & Opinion Sheet have been collected, the Chairperson of the
           Meeting will invite the Directors or Company officials/supporting professions appointed by the
           Directors to answer or respond to existing Questions or Opinions.
     (v) After all Questions and/or Opinions for an agenda are responded to, the Chairperson of the
           Meeting will continue the Meeting with decision making.
     (vi) Questions and/or opinions that can be submitted are only those related to the Meeting agenda
           being discussed.
     (vii) Questions and/or opinions that will be answered and/or responded only if they are related to the
           Meeting agenda being discussed.

c.   Process for Submitting Questions and/or Opinions Electronically
     (i) Shareholders or proxies have opportunities to submit questions and/or opinions at each discussion
           session per agenda of the Meeting. Questions and/or opinions per meeting agenda can be
           submitted in writing by the shareholders or proxies by using the chat feature in the 'Electronic
           Opinions' column available on the E-Meeting Hall screen in the eASY.KSEI application. Giving
           questions and/or opinions can be done as long as the status of the Meeting in the 'General Meeting
           Flow Text' column is "Discussion started for agenda item No. [ ]".
     (ii) Determination of the mechanism for conducting discussions per meeting agenda in writing through
           the E-Meeting Hall screen in the eASY.KSEI application is the authority of each Company and this
           will be stated by the Company in the Rules of Conduct for the Meeting through the eASY.KSEI
           application.
     (iii) For the proxies who are present electronically and will submit questions and/or opinions of their
           shareholders during the discussion session per agenda of the Meeting, they are required to write
           down the names of the shareholders and the size of their share ownership followed by questions
           or opinions related to the agenda of the Meeting.
     (iv) Questions and/or opinions that can be submitted are only those related to the Meeting agenda
           being discussed.
     (v) Questions and/or opinions that will be answered and/or responded only if they are related to the
           Meeting agenda being discussed.

d. Voting Process for shareholders who are physically present

     (i)   Decision making is carried out by asking whether the proposal submitted at the Meeting can be
           approved by the shareholders and / or by their attorney who is physically present.
     (ii) Furthermore, the number of votes will be counted with the votes that have been given through
           eASY.KSEI through the link at https://akses.ksei.co.id/ then will be reported by the Notary Public.
     (iii) Each share gives the holder the right to issue 1 (one) vote. If one shareholder or his authorized
           attorney owns or represents more than 1 (one) share, then the relevant shareholder or proxy is
           requested to cast only one vote that covers the entire number of votes owned or represented.
     (iv) Shareholders and/or proxies of shareholders present who vote against or abstain are asked to
           raise their hands and submit their filled-in voting cards to the officer for further counting by the
           Notary and Securities Administration Bureau.
     (v) Shareholders who do not raise their hands are deemed to agree to the proposed proposal.
           For the 8th agenda item, in accordance with the provisions of Article 13 Paragraph 17 juncto with
           Article 16 Paragraph 16 of the Company's Articles of Association, "Voting regarding individuals is
           carried out by closed ballot without signature", for time efficiency the voting regarding individuals
           will be carried out orally (open).
     (vi) In accordance with Article 25 paragraph (17) of the Company's Articles of Association,
           shareholders with voting rights who are present at the Meeting but do not vote (abstain) are
           considered to issue the same votes as the majority vote of the shareholders who vote.

e.   Electronic Voting Process
     (i) Voting process verbally and electronically which takes place in the eASY.KSEI application on the E-
         Meeting Hall menu, Live Broadcasting sub menu.


                                                     5

         (ii) Shareholders who are present alone or are represented electronically by their proxies but have not
               yet cast their vote on the agenda of the Meeting as referred to in point 10 letter a number i – v,
               then the shareholders or their proxies have the opportunity to submit their vote during the voting
               period through The E-Meeting Hall screen in the eASY.KSEI application was opened by the
               Company. When the electronic voting period per meeting agenda begins, the system automatically
               runs the voting time by counting down a maximum of 5 (five) minutes. During the electronic voting
               process, the status of "Voting for agenda item no [ ] has started" will be seen in the 'General
               Meeting Flow Text' column. If the shareholders or their proxies do not vote for a particular meeting
               agenda until the status of the meeting as shown in the 'General Meeting Flow Text' column changes
               to "Voting for agenda item no [ ] has ended", it will be considered as voting Abstain for the agenda
               of the meeting concerned.
         (iii) Voting time during the electronic voting process is the standard time set in the eASY.KSEI
               application. The Company may determine the time policy for direct voting electronically per
               agenda of the Meeting (with a maximum time of 5 (five) minutes per agenda of the Meeting) and
               this will be stated in the Rules of Conduct for the Meeting through the eASY.KSEI application.

    f.   Observing the Meeting through ”Tayangan RUPST”
         (i) Shareholders or their proxies who have been registered in the eASY.KSEI application no later than
               the deadline in point 8 may observe the ongoing Meeting through the Zoom webinar by accessing
               the eASY.KSEI menu, the ”Tayangan RUPST” submenu located at the AKSes facility
               (https://akses.ksei.co.id/).
         (ii) ”Tayangan RUPST” has a capacity of up to 500 participants, where the attendance of each
               participant will be determined on a first come first serve basis. Shareholders or their proxies who
               do not have the opportunity to observe the implementation of the Meeting through the ”Tayangan
               RUPST” are still considered valid to attend electronically and share ownership and voting choices
               are taken into account at the Meeting, as long as they have been registered in the eASY.KSEI
               application as stipulated in point 10 letter a number i – v.
         (iii) Shareholders or their proxies only witnessed the implementation of the Meeting through the
               ”Tayangan RUPST” but were not registered to attend electronically on the eASY.KSEI application
               according to the provisions in point 10 letter a number i – v, then the presence of the shareholder
               or proxies is considered invalid and will not be included in the calculation of the Meeting
               attendance quorum.
         (iv) Shareholders or their proxies who witness the implementation of the Meeting through ”Tayangan
               RUPST” can ask questions and/or opinions during the discussion session per agenda of the Meeting.
               Shareholders or their proxies can submit questions and/or opinions via the chatbox on the
               eASY.KSEI application.
         (v) To get the best experience in using the eASY.KSEI application and/or ”Tayangan RUPST”,
               shareholders or their proxies are advised to use the Mozilla Firefox browser.

11. In the event that the shareholders cannot access the KSEI System (eASY.KSEI) at https://akses.ksei.co.id/, so
    that they cannot attend the Meeting electronically or provide power of attorney electronically, they can
    download the power of attorney contained on the Company's website https://solusibangunindonesia.com
    to grant power of attorney and vote in the Meeting.

    Power of Attorney consist of the power of attorney form includes voting and questions on each agenda
    item. A scanned copy of the Power of Attorney completed and signed by the shareholders together with
    supporting documents will be submitted to the Company no later than 28 May 2024 at 10:00 am via email
    to the Corpsec.sbi@sig.id and DM@datindo.com. The original power of attorney must be submitted directly
    or by registered letter to the Company's Securities Administration Bureau, PT Datindo Entrycom, Jl. Hayam
    Wuruk No. 28 Jakarta 10120 attn. DATA MANAGEMENT DEPARTEMENT no later than 3 (three) working days
    prior to the date of the Meeting, which is 28 May 2024.

12. Shareholders who have given power of attorney in point 11 above, can submit questions regarding the
    agenda via email to the Company Corpsec.sbi@sig.id with a copy to DM@datindo.com and the question
    will be submitted in the Meeting by the Proxy and recorded in the Minutes of the Meeting prepared by a
    Notary, and answers to these questions will be submitted via email to the shareholders no later than 3
    (three) working days after the Meeting.

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13. The Notary, assisted by the Securities Administration Bureau, will check and count the votes for each agenda
    item of the Meeting in each meeting decision making on that agenda, including those based on the votes
    submitted by the shareholders through eASY.KSEI as referred to in point 10 above, as well as those
    presented at the Meeting.

14. Due to the limitations of the Meeting venue for the shareholders who are physically present at the Meeting,
    the Company may limit the shareholders or their proxies who are entitled to physically attend/enter the
    Meeting room.

15. The Company does not provide Meeting materials/materials in printed/whatever form, food and beverages
    as well as souvenirs and the Company may re-announce if there are changes and/or additional information
    related to the procedures for holding the Meeting.


                                             Jakarta, 8 May 2024
                                       PT Solusi Bangun Indonesia Tbk
                                                   Direksi




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