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20240501_MDKA_Pengumuman RUPS_31633106_lamp2.pdf
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ANNOUNCEMENT OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS AND
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT MERDEKA COPPER GOLD TBK
(the “Company”)
Hereby announced to the shareholders of the Company that the Company intends to convene an
Annual General Meeting of Shareholders (“AGMS”) and Extraordinary General Meeting of
Shareholders (“EGMS”) (AGMS and EGMS hereinafter jointly referred to as “Meeting”) which will be
conducted electronically on Wednesday, 12 June 2024. Furthermore, shareholders can access the
operation of the electronic Meeting through PT Kustodian Sentral Efek Indonesia’s (“KSEI”) Electronic
General Meeting System (“eASY.KSEI”), a system provided by KSEI as an electronic meeting provider.
In compliance with the provisions of Article 10 paragraph (3) and (18) of the Company’s Articles of
Association and Article 17 juncto Article 52 of Financial Services Authority (Otoritas Jasa Keuangan or
“OJK”) Regulation No. 15/POJK.04/2020 on Plans and Implementation of General Meeting of
Shareholders of Public Companies (“OJK Regulation 15/2020”), and OJK Regulation No.
16/POJK.04/2020 on The Implementation of Electronic General Meeting of Shareholders of Public
Companies (“OJK Regulation 16/2020”), an invitation for the Meeting, which includes the Meeting’s
agendas will be announced on 21 May 2024, on the website of the Indonesia Stock Exchange (“IDX”),
the website of the Company, and the website of eASY.KSEI.
Based on the provisions of Article 11 paragraph (5) of the Company's Articles of Association and Article
23 of OJK Regulation 15/2020, shareholders who are entitled to attend the Meeting are those whose
names are registered in the Company's Shareholders Register (recording date) and/or the Company's
shareholders which is registered at KSEI securities sub-account at the close of stock trading on the IDX
on 20 May 2024.
Due to the observance of OJK Regulation 15/2020 and OJK Regulation 16/2020, the Company urges
shareholders to attend electronically or by providing a power of attorney for attendance and their vote
electronically through the eASY.KSEI as the mechanism of electronic power of attorney provision (e-
Proxy). Further explanation of the procedure and method of the electronic authorization will be
conveyed in the Meeting invitation.
Recommendation of agenda from the shareholders of the Company will be included in the Meeting’s
agenda if it fulfils the following requirements under Article 10 paragraph (17) and (21) of the Company’s
Articles of Association with due observance of Article 16 of OJK Regulation 15/2020:
1. the proposal is submitted in writing to the Board of Directors of the Company by one or more
shareholders jointly representing at least 1/20 (one-twentieth) or more of the total issued shares of
the Company with valid voting rights;
2. the proposal is received by the Board of Directors of the Company no later than 7 (seven) calendar
days before the invitation date of the Meeting; and
3. the proposal must: (a) be conducted in good faith; (b) consider the interest of the Company; (c) be
an agenda that requires a resolution of the Meeting; (d) enclose the reasons and materials for the
proposed agenda of the Meeting; and (e) not contravene with the prevailing laws and regulations
and the Company’s Articles of Association.
In connection with one of the agenda items in the EGMS that requires the approval of the independent
shareholders, in the event that the required quorum of attendance of the independent shareholders is
not obtained at the first meeting, the next meeting is planned to be held within a period of no later than
10 (ten) days and no later than 21 (twenty-one) days after the first meeting is held.
The decision-making quorum regarding the agenda at the EGMS that requires the approval of
independent shareholders is as follows:
1. The meeting may be held if the meeting is attended by more than ½ (one-half) of the total shares
with valid voting rights owned by independent shareholders and shareholders who are not affiliated
with the Company, members of the board of directors, members of the board of commissioners,
major shareholder, or controlling shareholders.
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2. The decision of the meeting as referred to in number 1 is valid if it is approved by more than ½
(one-half) of the total shares with valid voting rights owned by independent shareholders and
shareholders who are not affiliated with the Company, members of the board of directors, members
of the board of commissioners, major shareholder, or controlling shareholders.
3. In the event that the quorum as referred to in number 1 is not reached, a second meeting may be
held if the meeting is attended by more than ½ (one-half) of the total shares with valid voting rights
owned by independent shareholders and shareholders who are not affiliated with the Company,
members of the board of directors, members of the board of commissioners, major shareholder, or
controlling shareholders.
4. The decision of the second meeting is valid if it is approved by more than ½ (one-half) of the total
shares with valid voting rights owned by independent shareholders and shareholders who are not
affiliated with the Company, members of the board of directors, members of the board of
commissioners, major shareholder, or controlling shareholders who are present at the second
meeting.
5. In the event that the quorum of attendance at the second meeting as referred to in number 3 is not
reached, the third meeting may be held provided that the third meeting is valid and entitled to make
decisions if attended by independent shareholders and shareholders who are not affiliated with the
Company, members of the board of directors, members of the board of commissioners, major
shareholder, or controlling shareholders of shares with valid voting rights, in a quorum of attendance
determined by the Finance Services Authority at the request of the Company.
6. The decision of the third meeting is valid if it is approved by the independent shareholders and
shareholders who are not affiliated with the Company, members of the board of directors, members
of the board of commissioners, major shareholder, or controlling shareholders representing more
than 50% (fifty percent) of the shares owned by independent shareholders and shareholders who
are not affiliated with the Company, members of the board of directors, members of the board of
commissioners, major shareholder, or controlling shareholders who are present at the third
meeting.
In this regard, the Company convey the announcement of this Meeting.
Jakarta, 6 May 2024
PT MERDEKA COPPER GOLD TBK
Board of Directors
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PT Kustodian Sentral Efek Indonesia
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PT Kustodian Sentral Efek Indonesia’s
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Financial Services Authority
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Indonesia Stock Exchange
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