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20240405_TUGU_Pemanggilan RUPS_31625247_lamp3.pdf
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INVITATION
5 April 2024
INVITATION
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT Asuransi Tugu Pratama Indonesia Tbk.
The Board of Directors of PT Asuransi Tugu Pratama Indonesia Tbk (“the Company"),
hereby invite the Company's Shareholders to attend the 2023 Fiscal Year Annual
General Meeting of Shareholders ("the Meeting") of the Company, which will be held on:
Day/Date : Monday, 29 April 2024
Venue : Function Hall PT Asuransi Tugu Pratama Indonesia Tbk.
Wisma Tugu I Lantai 1
Jl. H.R. Rasuna Said Kav C 8-9
South Jakarta 12920
Link to Participate : Access to the Electronic General Meeting System KSEI
at the Meeting (eASY.KSEI) can be accessed through https://akses.ksei.co.id
provided by PT Kustodian Sentral Efek Indonesia (”KSEI”)
Time : 14.00 – selesai (Western Indonesia Time Zone)
Pursuant to the Regulation of the Financial Services Authority No. 15/POJK.04/2020
regarding Plan and Implementation of a General Meeting of Shareholders of a Public
Companies (“POJK 15/2020”) and Regulation of the Financial Services Authority No.
16/POJK.04/2020 regarding Electronic General Meeting of Shareholders of Public
Companies (“POJK 16/2020”), the Meeting will be held physical and online meeting.
The agendas of the Meeting are as follows:
1. Approval of the 2023 financial year Annual Report of the Company, accompanied
by granting of full release and discharge (volledig acquit et de-charge) to the Board
of Directors and the Board of Commissioners of the Company.
Description :
Law of the Republic of Indonesia No. 40 Year 2007 concerning Limited Liability
Company states that:
1) The Board of Directors shall submit an Annual Report to the General Meeting of
Shareholders (GMS) after it has been reviewed by the Board of Commissioners,
no later than 6 (six) months after the Company’s fiscal year ends; and
2) The approval on Annual Report including the ratification of Financial Statement
and the report on supervisory duty of the Board of Commissioners shall be
performed by the GMS.
PT Asuransi Tugu Pratama Indonesia Tbk Head Office: t. +6221 529 61777 (hunting)
a member of PERTAMINA Wisma Tugu I f. +6221 529 61555 • +6221 529 62555
Jl. H.R. Rasuna Said Kav. C 8-9 e. enquiry@tugu.com • claim@tugu.com
Jakarta 12920, Indonesia www.tugu.com
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INVITATION
5 April 2024
2. Determination of the appropriation of the Company’s net profits for 2023 financial
year.
Description :
Based on the Company's Articles of Association Article 11 paragraph 7 letter b,
stated that at the AGMS, the Board of Directors submits proposals of approriation
of the Company’s net profits if the Company has a positive profit balance.
3. Appointment of the Company’s Public Accountant Firm for 2024 financial year.
Description :
Based on the Financial Services Authority Regulation Number 13/POJK.03/2017
concerning the Utilization of Public Accountant Services and Public Accounting Firm
in Financial Service Activities and the Articles of Association of the Company, it is
stated that the appointment and dismissal of public accountant that will provide
audit services on annual historical financial information shall be decided by the
GMS, by considering the proposal from the Board of Commissioners.
In the event that the GMS cannot decide the appointment of public accountant, the
GMS may delegate their authority to the Board of Commissioners, along with the
explanation regarding:
1) The reason for delegation of authority; and
2) The criteria or limitation of public accountant that may be appointed.
4. Determination of tantiem for 2023 financial year to the Board of Directors and the
Board of Commissioners of the Company and remuneration for 2024 financial year
for the Board of Directors, the Board of Commissioners, and Sharia Supervisory
Board of the Company.
Description :
Based on Financial Services Authority Regulation Number 73/POJK.05/2016
concerning Good Corporate Governance for Insurance Companies and the Articles
of Association of the Company, the remuneration, benefits and other facilities (if
any) for members of the Board of Directors, the Board of Commissioners, and
Sharia Supervisory Board shall be determined by the GMS.
5. Approval of the accountability report on the utilization of proceeds from Initial
Public Offering.
Description :
Based on Financial Services Authority Regulation Number 30/POJK.04/2015
concerning Realization Report on Utilization of Proceeds of Public Offerings, it is
states that:
1) Public Company is obliged to account for the realization of the use of
proceeds resulting from Public Offering at each AGMS until all of the
proceeds from Public Offering have been realized.
2) The realization of the use of proceeds resulting from the Public Offering
must be included as one of the AGMS’s agenda.
PT Asuransi Tugu Pratama Indonesia Tbk Head Office: t. +6221 529 61777 (hunting)
a member of PERTAMINA Wisma Tugu I f. +6221 529 61555 • +6221 529 62555
Jl. H.R. Rasuna Said Kav. C 8-9 e. enquiry@tugu.com • claim@tugu.com
Jakarta 12920, Indonesia www.tugu.com
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INVITATION
5 April 2024
6. Approval of Amendments to the Company's Articles of Association.
Description :
Adjustment to the Company's Articles of Association in accordance with
Government Regulation Number 45 of 2005 concerning the Establishment,
Management, Supervision and Dissolution of State-Owned Enterprises which
regulates the term of office of the Company’s Management.
7. Approval of the changes in the management composition of the Company.
Description :
Pursuant to Financial Services Authority Regulation Number 33/POJK.04/2014
concerning Directors and Board of Commissioners of Issuers or Public Companies,
Members of the Board of Directors and Board of Commissioners are appointed and
dismissed by the GMS..
Notes:
1. The Company will not send a separate invitation to the Company’s Shareholders as
this Invitation is deemed an official invitation under POJK 15/2020 and the Articles
of Association of the Company, this Invitation is one of the official invitations for the
Shareholders of the Company.
2. Shareholders who are eligible to attend the Meeting are those whose names are
registered in the Register of Shareholders of the Company and/or shareholders of
the Company in the securities sub-account of PT Kustodian Sentral Efek Indonesia
(KSEI) at the close of stock trading of the Company on Indonesia Stock Exchange
(IDX) on 4 April 2024 ("Eligible Shareholders").
3. Participation of the Eligible Shareholders in the Meeting may be carried out by the
following mechanism:
a. physically attend at the Meeting;
b. attend the meeting electronically through the eASY.KSEI
(https://akses.ksei.co.id) application; or
c. represented by other parties by granting a power of attorney electronically
through the eASY.KSEI (https://akses.ksei.co.id) application or a granting
power of attorney in writing.
PT Asuransi Tugu Pratama Indonesia Tbk Head Office: t. +6221 529 61777 (hunting)
a member of PERTAMINA Wisma Tugu I f. +6221 529 61555 • +6221 529 62555
Jl. H.R. Rasuna Said Kav. C 8-9 e. enquiry@tugu.com • claim@tugu.com
Jakarta 12920, Indonesia www.tugu.com
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INVITATION
5 April 2024
4. Electronic Meeting attendance procedure:
a. Eligible Shareholders must first be registered in the KSEI's Securities
Ownership Reference facility ("AKSes KSEI"). In the event that the
Shareholder has not registered, please register through the website
https://akses.ksei.co.id
b. Shareholders may declare their attendance until no later than 28 April 2024
at 12.00 pm (Western Indonesia Time Zone).
c. For the Eligible Shareholders or Proxies below:
I. Eligible Shareholders who have not made an electronic attendance
declaration until the attendance declaration deadline;
II. Shareholders of the Company who have made an electronic
declaration of attendance but have not made a voting election until the
deadline for the declaration of attendance;
III. Individual Representatives and Independent Parties who have been
appointed by the Company, namely representatives of PT Datindo
Entrycom as the Company's Securities Administration Bureau whohave
received power of attorney from Eligible Shareholders, but the Eligible
Shareholders concerned have not made voting choices until the
attendance declaration deadline;
IV. KSEI Participant/Intermediary (Custodian Bank or Securities
Company) who has received power of attorney from Eligible
Shareholders who have made voting choices through eASY.KSEI;
must register their attendance electronically through eASY.KSEI on the date
of the Meeting starting at 11:00 am until 13:00 pm (Western Indonesia Time
Zone).
d. Eligible Shareholders who have given a declaration of attendance or power of
attorney to the Individual Representative or Independent Party and have
determined the voting options for the Meeting Agenda in eASY.KSEI until the
specified time limit, then the person concerned does not need to register
attendance electronically in eASY.KSEI.
e. Any delay or failure in the electronic registration process for any reason will
result in the Eligible Shareholders or their Proxies being unable to attend the
Meeting electronically, and their shareholdings will not be counted towards
the attendance quorum.
5. Procedures for granting power of attorney electronically and in writing:
a. Shareholders who have registered as AKSes KSEI users may grant their
proxies electronically through eASY.KSEI by first logging into AKSes KSEI
through the website https://akses.ksei.co.id. The period during which the
Eligible Shareholders may declare their proxies and votes, make changes to
the appointment of the Proxy and/or change the voting options for the
Meeting Agenda, or revoke their proxies electronically is from the date of the
invitation to the Meeting until no later than 28 April 2024 at 12.00 pm
(Western Indonesia Time Zone), which is 1 (one) working day before the
Meeting.
PT Asuransi Tugu Pratama Indonesia Tbk Head Office: t. +6221 529 61777 (hunting)
a member of PERTAMINA Wisma Tugu I f. +6221 529 61555 • +6221 529 62555
Jl. H.R. Rasuna Said Kav. C 8-9 e. enquiry@tugu.com • claim@tugu.com
Jakarta 12920, Indonesia www.tugu.com
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INVITATION
5 April 2024
b. In addition to granting power of attorney electronically, Eligible Shareholders
may grant power of attorney in writing by using the Power of Attorney form
which can be downloaded on the Company's website (www.tugu.com) and
when completed must be submitted to the Company's Securities
Administration Bureau PT Datindo Entrycom with the address Jl. Hayam
Wuruk No. 28, 2nd Floor Central Jakarta - 10120, Phone. (021) 350 8077
Fax. (021) 350 8078, on every business day from the date of the invitation to
the Meeting until no later than 24 April 2024 at 16.00 WIB.
c. Eligible Shareholders who attend based on a Power of Attorney shall apply
the provisions that members of the Board of Directors, Board of
Commissioners and employees of the Company cannot act as proxies in the
Meeting.
6. Registration guidelines, user’s guides, and further description of eASY.KSEI can be
found on the websites https://easy.ksei.co.id and/or https://akses.ksei.co.id
7. Eligible Shareholders or their conventional proxies who will physically attend the
Meeting shall be required to submit a copy of their Identity Card or other valid
identification to the registration officer before entering the Meeting room. Legal
Entities Shareholders must bring with them copies of its Articles of Association and
deeds of appointment of the latest members of the Board of Directors and the
Board of Commissioners or their board of management thereof and effective in
accordance with applicable regulations. As for shareholders in KSEI collective
custody will be required to present the Written Confirmation for GMS ("KTUR") to
the registration officer before entering the Meeting room. In the event that the
Shareholders are unable to present the KTUR, the Shareholders may still attend
the Meeting to the extent their name are recorded in the Shareholders Register and
bring a verified identity in accordance with applicable regulations.
8. The Company has provided materials related to the Agenda of the Meeting and can
be downloaded through the Company's website www.tugu.com from the date of the
Invitation until the date of the Meeting.
9. In order to facilitate the arrangement and for the order of the Meeting,
Shareholders or their proxies who are physically present are respectfully requested
to have arrived at the place of the Meeting no later than 30 (thirty) minutes before
the Meeting commences.
Jakarta, 5 April 2024
PT Asuransi Tugu Pratama Indonesia Tbk
Board of Directors
PT Asuransi Tugu Pratama Indonesia Tbk Head Office: t. +6221 529 61777 (hunting)
a member of PERTAMINA Wisma Tugu I f. +6221 529 61555 • +6221 529 62555
Jl. H.R. Rasuna Said Kav. C 8-9 e. enquiry@tugu.com • claim@tugu.com
Jakarta 12920, Indonesia www.tugu.com
Names mentioned 5 people and organisations named in the text · linked when the evidence is strong
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PT Kustodian Sentral Efek Indonesia
p.1 ×3
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Financial Services Authority
p.1 ×6
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Indonesia Stock Exchange
p.3
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org
PT Datindo Entrycom
p.4 ×2
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