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20240416_EDGE_Pemanggilan RUPS_31626184_lamp1.pdf
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INVITATION TO THE SHAREHOLDERS
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT INDOINTERNET Tbk
The Company’s Board of Directors hereby invite the shareholders (“Shareholders”) of PT Indointernet
Tbk (the “Company”) to attend the Annual General Meeting of Shareholders (“AGMS”) of the
Company which will be held on:
Day/Date : Wednesday, 8 May 2024
Time : 10.00 AM Western Indonesian Time – finish
Venue : Menara Tendean Building (Mten), Jl.
Kapten Tendean No. 20C, Jakarta Selatan,
DKI Jakarta 12710, Indonesia and virtually
(online) through eASY.KSEI application
AGENDA OF THE AGMS
1. Ratification of the Consolidated Financial Statements of the Company and its subsidiaries and
approval of the Company's annual report for the financial year ended December 31, 2023.
Explanation:
As stipulated in Article 11 of the Company's Articles of Association and Articles 66, 67, 68, 69 of
the Law of Limited Liability Company ("Company Law"), the Company will propose to the
shareholders in AGMS, among others:
• ratification of the consolidated financial statements of the Company and subsidiaries for the
financial year ended December 31, 2023 which have been audited by Public Accounting Firm
Tanudiredja, Wibisana, Rintis & Rekan (PwC);
• approval of the Company's annual report for the financial year ended December 31, 2023
which has been reviewed by the Board of Commissioners which includes the Company's
Activity Report and the Board of Commissioners' Supervisory Task Report for the relevant
financial year; and
• the granting of acquit et de charge for members of the Board of Directors and the Board of
Commissioners for the financial year ended December 31, 2023.
2. Approval of the determination of the use of the Company's net profit for the financial year-end
of December 31, 2023.
Explanation:
In accordance with the provisions of Article 11 of the Company's Articles of Association and Article
70 jo. 71 of the Company Law, the Company will propose to shareholders regarding the approval
of the use of the Company's profit for the 2023 financial year-end of December 31, 2023.
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3. Approval of the appointment of a public accounting firm that will conduct an audit of the
Consolidated Financial Statements of the Company and its subsidiaries for the financial year-end
of December 31, 2024.
Explanation:
In accordance with the provisions of Article 11 of the Company's Articles of Association and Article
68 of Company Law, the Company will propose to shareholders regarding the appointment of a
Public Accounting Firm registered with the OJK to audit the Company's books for the financial
year-end of December 31, 2024 and/or propose to the shareholders of certain requirements and
criteria which are used as guidelines in carrying out such appointment of the Public Accounting
Firm and authorize the appointment to the Board of Commissioner of the Company.
4. Approval of the determination of remuneration (salary/honorarium, allowances, and other
facilities) for the members of the Board of Directors and the Board of Commissioners of the
Company for the financial year 2024, as well as the determination of tantièmes/bonuses for the
members of the Board of Directors and the Board of Commissioners of the Company for the
financial year 2023.
Explanation:
In accordance with the provisions of Article 17 and Article 20 of the Company's Articles of
Association and Articles 96 and 113 of the Company Law, the Company will propose to the
shareholders regarding:
a. The amount of remuneration (salary/honorarium, allowances, and other facilities) for the
members of the Board of Directors and the Board of Commissioners of the Company for the
financial year ending on December 31, 2024, or to delegate authority to the Board of
Commissioners or another party who has the authority under the statutory regulations to do
so; and
b. The amount of tantième/bonus for the Board of Directors and the Board of Commissioners
of the Company for the financial year ending on December 31, 2023, or to delegate authority
to the Board of Commissioners or another party who has the authority under the statutory
regulations to do so.
5. Changes in the composition of the Board of Directors and the Board of Commissioners of the
Company.
Explanation:
In accordance with the provisions of Article 17 and Article 20 of the Company's Articles of
Association and Article 111 of the Company Law, the Company will propose to the shareholders
regarding the approval of: (i) changes in the composition of the Board of Directors; and (ii)
changes in position and the transfer of duties of Mr. Rinaldi Firmansyah from originally
Independent Commissioner to Vice President Commissioner/Independent Commissioner.
IMPORTANT NOTE
1. The Company does not send separate invitations to each Shareholders of the Company;
therefore, this invitation serves as the official invitation to the Company's Shareholders. This
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invitation can also be viewed on the Company's website at https://indonet.co.id/investor-
relations-general-meeting-of-shareholders/ and through eASY.KSEI application.
2. Shareholders eligible to attend the AGMS are the Company's Shareholders whose names are
recorded in the Company's Shareholders Register at the close of the shares trading on the
Indonesia Stock Exchange on 5 April 2024.
3. Shareholders' participation in the AGMS can be done through the following mechanisms:
(a) physically attend the AGMS;
(b) virtually attend the AGMS via eASY.KSEI application on the website
https://akses.ksei.co.id;
(c) be represented by another party by granting power of attorney electronically through
eASY.KSEI application (https://akses.ksei.co.id/) or by providing written authorization.
4. Procedures for physical attendance at the AGMS:
(a) Before deciding to participate in the AGMS, Shareholders are required to read the
provisions related to the AGMS's implementation, as determined by the Company's
authority, on the Company's website at https://indonet.co.id/investor-relations-general-
meeting-of-shareholders/. Other provisions can be viewed as attachments to documents
in the Meeting Info feature on eASY.KSEI application. The Company reserves the right to
establish additional requirements for the participation of Shareholders or their proxies
who will attend the AGMS physically.
(b) In order to (i) facilitate and streamline the synchronization of Shareholders registration
systems and (ii) ensure the timely execution of the AGMS, Shareholders registration at
the AGMS venue will open at 09.00 AM Western Indonesian Time (“WIB”) and close at
09.45 AM WIB, or 15 (fifteen) minutes before the AGMS commences.
(c) Shareholders or their proxies attending the AGMS physically are requested to submit
photocopies of their Identity Cards (Kartu Tanda Penduduk or KTP) or other valid identity
documents, both for Shareholders and their proxies, to the registration officers of the
Company before entering the AGMS venue. For Shareholders in the form of legal entities,
please provide a copy of the latest Articles of Association, including the current Board of
Directors. Shareholders with shares held in Collective Custody by KSEI are required to
bring a Written Confirmation for the AGMS (KTUR), which can be obtained from their
respective securities companies or custodian banks where they hold their securities
accounts with the Company. Only validated proxies identified as Shareholders of the
Company have the right to attend the AGMS with their proxies and will be counted
towards the quorum for decision-making. Validation will be conducted physically by the
Company's Securities Administration Bureau and a Notary before entering the AGMS
venue. Therefore, proxies appointed through conventional POA, whether by individual
Shareholders or legal entity Shareholders, must bring the original POA documents and
supporting documents to the AGMS venue. For Shareholders whose addresses are
registered outside the Republic of Indonesia, their POA must be notarized by a local
notary/authorized official and consularized by the local Embassy of the Republic of
Indonesia.
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5. Procedures for virtually attendance at the AGMS:
(a) Shareholders who can attend virtually are Shareholders whose shares are held in
collective custody by PT Kustodian Sentral Efek Indonesia ("KSEI").
(b) For Shareholders who will attend the AGMS virtually or Shareholders who will exercise
their voting rights through eASY.KSEI application, they may inform their presence,
appoint their proxy, and/or submit their voting preferences through eASY.KSEI
application. Registration guidelines, usage instructions and further explanations about
eASY.KSEI can be found on the website https://www.ksei.co.id/data/download-data-and-
user-guide?setLocale=en-US.
(c) The deadline for providing declarations of attendance or proxies and voting through
eASY.KSEI application is 12 PM WIB on the 1 (one) business day prior to the date of the
AGMS, which is 7 May 2024.
(d) Power of Attorney
In order to support the Government's efforts in controlling the Corona Virus Disease
(COVID-19), the Company hereby encourages Shareholders to attend the AGMS online
and delegate their attendance and voting to an independent proxy appointed by the
Company, in accordance with the following provisions:
The Company provides 2 (two) types of proxies to Shareholders, namely (1) Electronic
Power of Attorney (e-Proxy) which can be accessed electronically on eASY.KSEI platform
and (2) Conventional Power of Attorney.
● e-Proxy through eASY.KSEI - an authorization system provided by KSEI to facilitate
and integrate power of attorney from Shareholders with scripless shares held in
Collective Custody by KSEI to their proxies electronically. The available proxies on
eASY.KSEI are independent parties appointed by the Company. The electronic
proxy / e-Proxy shall comply with the procedures, terms and conditions established
by KSEI.
● Conventional Power of Attorney (“POA”) - a POA form that includes voting
preferences. The completed and signed POA by the Shareholder, along with
supporting documents, must be submitted to the Company no later than 1 (one)
business day before the date of the AGMS, which is 7 May 2024, at 3 PM WIB.
These documents should be submitted through the Company's Securities
Administration Bureau, PT Adimitra Jasa Korpora, at the following address: Kirana
Boutique Office, Jl. Kirana Avenue III Blok F3 No. 5, Kelapa Gading –Jakarta Utara.
The proxy form and information about the independent proxy appointed by the
Company can be obtained through the Company's website at
https://indonet.co.id/investor-relations-general-meeting-of-shareholders/ or from
PT Adimitra Jasa Korpora, the Company's Securities Administration Bureau, at the
following address: Kirana Boutique Office, Jl. Kirana Avenue III Blok F3 No. 5, Kelapa
Gading –Jakarta Utara.
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6. AGMS Material:
The materials related to the AGMS are available, accessible, and downloadable through the
official Company website at https://indonet.co.id/investor-relations-general-meeting-of-
shareholders/ and eASY.KSEI application, from the date of this invitation until the AGMS is held.
The Company will not provide materials in hard copy form during the AGMS.
Tangerang Selatan, 16 April 2024
PT Indointernet Tbk
Board of Directors
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Rintis & Rekan
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Indonesia Stock Exchange
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PT Kustodian Sentral Efek Indonesia
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PT Adimitra Jasa Korpora
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