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20240506_MSTI_Pemanggilan RUPS_31634992_lamp2.pdf
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«“ Mastersystem ICT Solutions NOTICE OF CONVOCATION ANNUAL GENERAL MEETING OF SHAREHOLDERS PT MASTERSYSTEM INFOTAMA TBK (the Company) The Board of Directors of PT Mastersystem Infotama Tbk (“the Company”) hereby invites the Shareholders of the Company to attend the Company's Annual General Meeting of Shareholders (“the Meeting) which will be held: Day, Date 5 Tuesday, May 28, 2024 Time £ 14.00 WIB — onwards Place : Electronic GMS through Electronic General Meeting System of KSEI (eASY.KSEI) (https://akses.ksei.co.id, In accordance with Financial Services Authority Regulation No. 15/POJK.04/2020 on Planning and Conducting of General Meeting of Shareholders of Public Companies (“POJK 15/2020”) and Financial Services Authority Regulation No. 16/POJK.04/2020 on Conducting of Electronic General Meeting of Shareholders of Public Companies (“POJK 16/2020”), the Meeting will be held electronically using Electronic GMS provided by KSEI. The Meeting Leader, member of Board of Directors and member of Board of Commissioners, Notary, and Supporting Institutions/Professionals to conduct the Meeting will coordinate at MAROUEE Conference Center, Cyber 2 Tower, Jl. HR. Rasuna Said No. 15, Jakarta Selatan — 12950, Indonesia. Meeting Agenda 1. Approval of the Company's Annual Report, including the Company's Financial Statements and the Board of Commissioners' Report on its supervisory duties for the financial year ended December 31, 2023, and grant release and discharge of liability (acguit et decharge) to all members of the Board of Directors for their management actions and to all members of Board of Commissioners for their supervisory actions during the financial year ended December 31, 2023. Explanation: In order to comply with the provisions of the Company's Articles of Association and the Limited Liability Company Law (UUPT), Board of Directors and Board of Commissioners will present the Company' 2023 Annual Report concerning implementation of the Company's business activities including the Board of Commissioners' Report on its supervisory duties for the financial year ended December 31, 2023 and to ratify the audited Company's Financial Statements for the financial year end December 31, 2023 and grant release and discharge of liability (acguit et decharge) to all members of Board of Directors dan Board of Commissioners. The Company has uploaded its 2023 Annual Report on the Company website at www.mastersystem.co.id and Indonesia Stock Exchange website. 2. Determination of Net Profit Appropriation for the Financial Year Ended December 31, 2023. Explanation: In accordance with the Company's Articles of Association and Limited Liability Company Law, the Company will propose to the Meeting to decide on the use of the Company's Net Profit recorded as Profit For The Year for the Financial Year ended December 31, 2023. PT. MASTERSYSTEM INFOTAMA Tbk Sudirman 7.8 Tower 1 25th Floor Jl. Jend, Sudirman Kav. 7-8 Jakarta 10220, INDONESIA. Phone 46221 39731111 | Fax 16221 39731212 162213973 0808 (Hotline 24 Hours) www.mastersystem.co.id
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DN Mastersystem ICT Solutions 3, Determination of the amounts of salaries or honorariums and allowances for the members of Board of Directors and Board of Commissioners. Explanation: The Company will propose to delegate authority to the Controlling Shareholders to determine the salary, honorarium and other benefits for members of the Board of Commissioners and delegate authority to the Board of Commissioners to determine the salary, honorarium and other benefits for members of the Board of Directors with consideration to the recommendations of the Remuneration and Nomination Committee 4. Appointment of a Public Accountant from the Public Accounting Firm to audit the Company's Financial Statements for the Financial Year Ended December 31, 2024. Explanation: 'Appointment of a Public Accountant from the Public Accounting Firm is proposed to be authorized to Board of Commissioners, taking into account the recommendations of Audit Committee and the applicable laws and regulations. 5, Accountability report on the use of proceeds from the Initial Public Offering. Explanation: The Company presents accountability report on the use of proceeds from Initial Public Offering which implemented based on effective statement from Financial Services Authority in its letter No. S- 343/D.04/2023 dated October 31, 2023 and outlined in Chapter II of the Prospectus published on November 1, 2023. 6. Granting Power of Attorney to the Board of Commissioners of the Company to increase the Company's issued and paid-up capital in connection with the exercise of options rights in the MESOP Program. Explanati In accordance with the Resolution of General Meeting of Shareholders as outlined in Deed No. 139/2023 dated July 27, 2023 of Jose Dima Satria, SH, Mkn, a notary in Jakarta and Information that has been disclosed in Chapter I of the Prospectus issued by the Company on November 1, 2023 in the framework of the Initial Public Offering, the option right to purchase new shares of the Company to MESOP Program Participants has been allocated and will be exercisable within 3 years from the date of the Company's Listing on the Indonesia Stock Exchange. Therefore, it is necessary to authorize the Board of Commissioners to make adjustments to the issued and paid-up capital as a result of the exercise of Option rights in the MESOP Program. ea Approval to the amendment of the Company's Article of Association Explanati Financial Services Authority Regulation No. 14/POJK.04/2022 concerning Submission of Periodic Financial Statements of Issuers or Public Companies regulates the Company's obligations as a Public Company whose securities are listed on the Stock Exchange, which is reguired to publish Periodic Financial Statements through the Stock Exchange website and the website of the Issuer or Public Company. Therefore, the Company will propose to amend article 23 of the Company's Articles of Association to conform to the prevailing provisions. General Provisions: 1. The Company does not send separate invitations to the Company's Shareholders. This notice of convocation has been published on the Indonesia Stock Exchange Website www.idx.co.id, eASY.KSEI PT. MASTERSYSTEM INFOTAMA Tbk Sudirman 7.8 Tower 1 25th Floor JI. Jend. Sudirman Kav. 7-8 Jakarta 10220, INDONESIA. Phone 46221 38731111 | Fax 46221 39731212 162213973 0808 (Hotline 24 Hours) www.mastersystem.co.id
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which can be accessed through https://akses.ksei.co.id and Company's website. This notice is in
accordance with the provisions of article 52 Financial Services Authority Regulation No.
15/POJK.04/2020 and the Company's Articles of Association, therefore this notice is one of the
Official invitations for the Company's Shareholders
2, In accordance with the provisions of the Company's Articles of Association, Shareholders who are
entitled to attend the Meeting are Shareholders recorded in the Company's Register of
Shareholders on May 3, 2024 and/or shareholders in the balance of sub securities accounts at PT.
Kustodian Sentral Efek Indonesia ("KSEI") until the close of trading of the Company's shares on the
Indonesia Stock Exchange on May 3, 2024
3. The Company has provided materials related to the Agenda of the Meeting and can be downloaded
through the Company's website www.mastersystem.co.id from the date of this Notice until the
date of the Meeting. Copies of physical documents can be provided if reguested in writing by the
Company's Shareholders.
4. The Company encourages Shareholders to register attendance electronically through the KSEI
System (eASY.KSEI) in the link https://akses.ksei.co.id provided by KSEI. Electronic registration will
be opened from the date of this Meeting Notice, May 6, 2024 and will be closed at the latest before
the Meeting, at 13.30 WIB.
5 Shareholders who will attend electronically or give power of attorney electronically to attend the
Meeting through the eASY.KSEI application should observe the following provisions:
(i) Shareholders that have not declared their electronic attendance or power of attorney in the
@ASY.KSEI application until the deadline as referred to in item 4 and would like to attend
the Meeting electronically, must register their attendance in the eASY.KSEI application on
the date of the Meeting until the registration period of the Meeting is electronically closed
by the Company.
(ii) Shareholders that have declared their electronic attendance but have not cast their votes at
least for 1 (one) agenda of the Meeting in the eASY.KSEI application until the deadline as
referred to in item 4 and would like to attend the Meeting electronically, must register their
attendance 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 that have given power of attorney to the proxy provided by the Company
(Independent Representative) or Individual Representative but the shareholders have not
cast their votes at least for 1 (one) agenda of the Meeting in the eASY.KSEI application until
the deadline as referred to in item 4, then the proxy representing the shareholders must
register attendance in the eASY.KSEI application on the date of the Meeting until the
registration period of the Meeting electronics closed by the Company.
(iv) Shareholders that have given power of attorney to the participating power of attorney /
Intermediary (Custodian Bank or Securities Company) and have cast their votes in the
@ASY.KSEI application until the deadline as referred to in item 4, then the proxy
representative who has been registered in the eASY.KSEI application must register their
attendance in the eASY.KSEI application on the date of the Meeting until the registration
period of the Meeting is electronically closed by the Company.
v Shareholders that have declared their electronic attendance or given power of attorney to
the proxy provided by the Company (Independent Representative) or Individual
Representative and have cast their votes at least for 1 (one) or to all agenda of the Meeting
in the eASY.KSEI application no later than the deadline as referred to in item 4, then the
shareholder or proxy does not need to register attendance electronically in the eASY.KSEI
application on the date of the Meeting. Share ownership will automatically being taking
into account in the attendance guorum and voting options that have been granted will be
automatically taken into account in the Meeting voting.
PT. MASTERSYSTEM INFOTAMA Tbk
Sudirman 7.8 Tower 1 25th Floor
JI. Jend. Sudirman Kav. 7-8 Jakarta 10220, INDONESIA.
Phone 46221 39731111 | Fax 46221 39731212
16221 3973 0808 (Hotline 24 Hours) www.mastersystem.co.id
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(vi) Any delay or failure in the electronic registration process as referred to in numbers (i) to (iv)
for any reason will result in shareholders or their proxies not being permitted to
electronically attend the Meeting, and their share ownership is not being taking into
account in the attendance guorum.
6. Guidelines for registration, use and further explanation of eASY.KSEI and Akses KSEI can be found
on KSEI's website through https://akses.ksei.co.id and https://easy.ksei.co.id, as well as Meeting
Rules can be found on the Company's website www.mastersystem.co.id.
1 In the event that Shareholders cannot access KSEI System (eASY.KSEI) in the link
https://akses.ksei.co.id, Shareholders can download the power of attorney provided on the
Company's website www.mastersystem.co.id to give their power of attorney and vote at the
Meeting. The power of attorney must be sent to the Company's Securities Administration Bureau
("BAE"), namely PT Datindo Entrycom Jl. Hayam Wuruk No. 28 Lt 2 Jakarta 10220, no later than 3
(three) working days before the Meeting date, May 21, 2024 at 15.00 WIB.
8. Notary, assisted by the Company's BAE, will check and calculate votes in the process of decisions
making of the Meeting Agenda, including those based on votes submitted by Shareholders either
through the eASY.KSEI facility, or those submitted at the Meeting.
9. The Company limits the capacity of the meeting room, does not provide souvenirs, food and
beverages, and will notify the Shareholders if there are changes and/or additions to information
related to the procedures for conducting the Meeting with reference to the latest conditions and
developments.
Jakarta, May 6, 2024
PT Mastersystem Infotama Tbk
Board of Directors
PT. MASTERSYSTEM INFOTAMA Tbk
Sudirman 7.8 Tower 1 25th Floor
Jl Jend. Sudirman Kav. 7-8 Jakarta 10220, INDONESIA.
Phone 46221 39731111 | Fax 46221 39731212
16221 3973 0808 (Hotline 24 Hours) — www.mastersystem.co.id
Names mentioned 7 people and organisations named in the text · linked when the evidence is strong
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Financial Services Authority
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Indonesia Stock Exchange
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Jose Dima Satria
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PT. Kustodian Sentral Efek Indonesia
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Sentral Efek Indonesia
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PT Datindo Entrycom
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