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20240405_GGRP_Pemanggilan RUPS_31625005_lamp2.pdf

RUPS notice Text extracted GGRP

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                      Notice of the Extraordinary General Meeting of Shareholders
                                       PT GUNUNG RAJA PAKSI Tbk


The Board of Directors of PT GUNUNG RAJA PAKSI Tbk, domiciled in Bekasi Regency (the “Company”),
hereby invites the Company’s shareholders to attend the Extraordinary General Meeting of Shareholders
(“Meeting”), which will be held on:

   Day/Date           :    Thursday, May 2nd, 2024;
   Time               :    09:00 WIB to 10:30 WIB;
   Venue              :    Company Office
                           Jln. Perjuangan No. 8, Kampung Tangsi RT. 004 RW. 006, Desa Sukadanau,
                           Kecamatan Cikarang Barat, Kabupaten Bekasi 17510.

The agenda of the Meeting are as follows:
1. Approval of the plan to sell the Company's shares to a subsidiary named PT Nusantara Baja Profil
   ("NBP"), a limited liability company established under the laws of the Republic of Indonesia, domiciled in
   Bekasi Regency, West Java, in the amount of 9,699,984 shares to Yamato Kogyo, Co. Ltd., Siam Yamato
   Steel Co. Ltd., and PT Hanwa Indonesia.
   Explanation: The above agenda was carried out in relation to the Company's plan to transfer 9,699,984
   shares owned by the Company in its subsidiary PT Nusantara Baja Profil to Yamato Kogyo, Co. Ltd.,
   Siam Yamato Steel Co. Ltd., and PT Hanwa Indonesia (Strategic Investors) in accordance with the
   provisions of Financial Services Authority Regulation No. 17 of 2020 concerning material transactions
   and changes in business activities, and based on the Company's internal documents (Board Manual).
   Since the beginning of 2020, the Company has embarked on a transformation journey to become a strong
   and highly competitive steel company. Various strategic policies have been successfully implemented,
   especially in management and digital transformation, implementing ESG strategies, including energy
   transition strategies to achieve decarbonization. The Company's success in carrying out its transformation
   has attracted interest from Strategic Investors to collaborate and invest in the Company.
   At the end of 2023, the Company has completed additional capital investment in NBP where currently the
   Company has shares ownership of 10,337,577 shares. On the Company's share ownership in NBP, the
   Strategic Investors will carry out their investment by taking over 9,699,984 shares in NBP.


2. Granting power and authority to the Company's Directors with the right of substitution to take all necessary
   actions in connection with or in the context of implementing all decisions taken at the EGMS, including
   but not limited to making or requesting all deeds, letters and documents to be made. -required documents,
   present before the authorized party/official including a notary, appoint the third parties required within the
   framework of the Company's Share Investment Sale Plan in a subsidiary, as well as to submit a request
   to the authorized party/official to obtain approval or report the matter to the authorized party/official and
   register it in the company register as intended in the applicable laws and regulations.
   Explanation: granting power and authority to the Boad of Directors of the Company to implement the
   EGMS decisions including signing the deed of participation and other related documents.
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Note:
1.   The Company does not send a specific invitation to shareholders, since this Notice is valid as an official
     invitation. This Notice can also be accesed on the Company’s website at
     https://www.gunungrajapaksi.com and the application of eASY.KSEI.
2.   Shareholders who are entitled to attend the Meeting are those whose names are listed in the
     Company’s Register of Shareholders at the closing of Stock Exchange trading hours on April 04, 2024.
3.   Participation of the Shareholders in the Meeting can be done with the following mechanism::
     a. physically attend at the Meeting; or
     b. attend the Meeting electronically through the application of eASY.KSEI.
4.   Shareholders who can attend electronically as mentioned in point 4 letter b, are local individual
     shareholders whose shares are held in KSEI’s collective custody.
5.   To use the eASY.KSEI application, shareholders can access the eASY.KSEI menu, Login eASY.KSEI
     submenu, located in the facility of AKSes (https://akses.ksei.co.id/).
6.   Prior to determining their participation in the Meeting, shareholders are required to read the terms
     conveyed in this Notice, and other stipulations related to Meeting based on the authoity determined by
     the Board of Directors of the Company.. Other terms can be seen throughthe attached document on the
     ‘Meeting Info’ feature on the eASY.KSEI application and/or the Meeting Notice posted on the
     Company’swebsites and the Company has the rights to determine other terms in relation to the
     participation of shareholders or their representatives’ who will physically attend in the Meeting.
7.   Shareholders who will attend the Meeting physically the Meeting or shareholders who will exercise their
     voting rights through the eASY.KSEI application, must inform their attendance or appoint their
     representatives, and/or submit their votes through the eASY.KSEI application.
8.   Materials related to the Meeting agenda are available on the Company's website and at the Company's
     office from the date of the Invitation on April 5, 2024 until the Meeting is held on May 2, 2024, according
     to the Company information above.
9.   The deadline for declaring attendance or appointing representatives and submitting votes through the
     eASY.KSEI application is on 12:00 pm Western Indonesian Time (WIB) 1 (one) business day before
     date of the Meeting’
10. Prior to entering the Meeting room, all shareholders or their representatives who attend physically in
    the meeting are required to fill in the attendance by showing original proof or identity.
11. The Meeting will be held as efficiently as possible without reducing the validity of the Meeting in
    accordance with the provisions of POJK 15/2020. The Shareholders who are unable to attend the
    Meeting and will give power of attorney to attend the Meeting (non-electronically), the power of attorney
    to attend the Meeting is granted with the following conditions:
     a. The format of the power of attorney can be downloaded on the Company's website as of the
        date of the Notice of the Meeting and the power of attorney must be filled in according to the
        instructions stipulated therein and submitted to the Board of Directors of the Company through PT
        ADIMITRA JASA KORPORA as the Company's Securities Administration Bureau (“BAE”), no later
        than before 16:00 Western Indonesia Time, May 1, 2024, which is 1 (one) business days before the
        Meeting is held;
     b. For the Company’s shareholders who sign the power of attorney abroad, the pertaining power of
        attorney must be legalized by the Indonesian Embassy/Consulate General of the Republic of
        Indonesia in the local country.
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12. For Shareholders (individual/legal entity)/Proxies who are physicallyattend, are requested to bring the
    following documents:
    a. For Individual Shareholder, copy of valid personal identification (Residential Identity Card/KTP
       or passport);
    b. For Legal Entity Shareholder, copy of its articles of association and any amendments thereto,
       together with the latest composition of the management, and Single Business Number (NIB)/Tax
       Identification Number (NPWP);
    c. For Proxy, a valid power of attorney enclosed with a copy of respective identification documents of
       the authorizer and the attorney.
13. For Shareholders who will attend or authorize a representative to attend the Meeting electronically
    through the eASY.KSEI application are required to pay attention to the following:
    a. Registration Process:
       i. Local individual shareholders who have not provided their attendance declaration before the
          deadline mentioned in point 9 andwish to attend the Meeting electronicallyare required to register
          their attendance through the eASY.KSEI application during the date of the Meeting until the time
          that the Company ends the Meeting's electronic registration;
       ii. Local individual shareholders who have provided their attendance declaration but have not
           submitted their vote on a minimum of 1 (one) of the Meeting agendas through the eASY.KSEI
           application before the deadline mentioned in point 9 and wish to attend the Meeting electronically,
           are required to register their attendance through the eASY.KSEI application during the date of
           the Meeting until the time that the Company ends the Meeting's electronic registration;
       iii. Shareholders who have authorized the Company’s Independent Representative or an Individual
            Representative but have not submitted their vote on a minimum of 1 (one) of the Meeting agendas
            through the eASY.KSEI application before the deadline mentioned in point 9 and wish to attend
            the Meeting electronically are required to register their attendance through the eASY.KSEI
            application during the date of the Meeting until the time that the Company ends the Meeting's
            electronic registration;
       iv. Shareholders who have authorized an Intermediary Participant Representative (Custodian Bank
           or Securities Company) and have submitted their vote through the eASY.KSEI application before
           the deadline mentioned in point 9 are required to request their registered representatives in the
           eASY.KSEI to register their attendance through the eASY.KSEI during the date of the Meeting
           until the time that the Company ends the Meeting's electronic registration;
       v. Shareholders who have submitted their attendance declaration or authorized a Company-appointed
          Independent Representative or Individual Representative and have provided their votes for a
          minimum of 1 (one) of the Meeting agendas through the eASY.KSEI application before the
          deadline mentioned in point 9 do not need to electronically register their attendance through the
          eASY.KSEI application on the Meeting’s date. Shares’ ownership will be automatically calculated
          as an attendance quorum and submitted votes will be automatically counted during the Meeting’s
          voting process;
       vi. Lateness or electronic registration failures, as mentioned in points number i - iv, for whatever
           reason that cause shareholders or their representatives to not be able to electronically attend the
           Meeting, will prevent their shares from being counted as a quorum for the Meeting;
    b. Electronic Statements or Opinions Submission Process:
       i. Shareholders or their representatives have 3 (three) opportunities to submit their questions and/or
          opinions at each discussion session per agenda of the Meeting. Questions and/or opinions on
          each of the Meeting agendas can be submitted in writing by the Shareholders or their
          representatives through the chat feature in the ‘Electronic Opinions’ made available in the E-
          Meeting Hall screen of the eASY.KSEI application Questions and/or opinions can be given as
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     long as the Meeting’s status in the ‘General Meeting Flow Text’ status is written as “Discussion
     started for agenda item no. [ ]”;
  ii. Determination of the mechanism for conductiong discussions per agenda of the Meeting in writing
      through the E-Meeting Hall screen in the eASY.KSEI application is the authority of the Company
      and will be stated by the Company in the Company’s Meeting Guidelines through the eASY.KSEI;
  iii. For shareholders’ representatives who electronically attend the Meeting and will submit a
       question and/or opinion during a discussion session of one of the Meeting agendas are required
       to write down the name of the shareholder and amount of shares they represent followed by their
       related questions and/or opinions;
c. Voting Process:
  i. The voting process electronically will be held through the E-Meeting Hall menu, Live Broadcasting
     submenu of the eASY.KSEI;
  ii. Shareholders or their representatives who have not submitted their votes on the particular
      Meeting agenda, as mentioned in point 13 letter a. number i - iii, are given an opportunity to
      submit their votes as the Company opens the voting period in the E-Meeting Hall screen of the
      eASY.KSEI. After the electronic voting period for one of the Meeting agendas is started, the
      system will automatically count down the voting time by a maximum of 5 (five) minutes. During
      the electronic voting time, a “Voting for Agenda item no [ ] has started” status would be displayed
      at the ‘General Meeting Flow Text’ column. Shareholders or their representatives who have not
      submitted their votes during a specific Meeting agenda after the ‘General Meeting Flow Text’
      column’s status has changed to “Voting for Agenda item no [ ] has ended” will be considered to
      give an Abstain vote for the related Meeting agenda;
  iii. The voting time in th electronic voting process is a standardized time set by the eASY.KSEI. The
       voting time for each of Meeting agendas (with a maximum of five minutes per Meeting agenda)
       and include them in the Meeting’s Guideline through the eASY.KSEI;
d. Live Broadcast of the Meeting:
  i. Shareholders or their representatives who have registered in the eASY.KSEI no later than the
     deadline mentioned in point 9 can watch the ongoing Meeting live via Zoom in webinar format by
     accessing the eASY.KSEI menu, submenu Tayangan RUPS in the AKSes facility
     (https://akses.ksei.co.id/);
  ii. Tayangan RUPS 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
      representatives who could not be accommodated in the Meeting’s broadcast are still considered
      to have electronically attended the Meeting and their share ownerships and votes are still
      counted, as long as they have registered through the eASY.KSEI, as specified above in point 13
      letter a number i - v;
  iii. Shareholders or their representatives who only watch the Meeting through Tayangan RUPS but
       were not electronically registered as participants in the eASY.KSEI, as specified above in point
       13 letter a number i - v, will not be considered as a legal participant and are not counted as part
       of the Meeting’s quorum;
  iv. Shareholders or their representatives who watch the Meeting through Tayangan RUPS can use
      the raise hand feature to submit questions and/or opinions during the discussion sessions for
      each of the Meeting agendas. Shareholders or their representatives can directly ask questions or
      voice their opinions if the Company has allowed and activated the allow to talk feature.
      Mechanisms for discussion on each of the Meeting agendas, including the use of the allow to talk
      feature in Tayangan RUPS are determined by the Company and included in the Meeting's
      Guideline through the eASY.KSEI;
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    V. To get the best experience in using the the eASY.KSEI and/or Tayangan RUPS , Shareholders
        or their representatives are encouraged to use the Mozilla Firefox browser.
14. In accordance with the provisions of Article 14 paragraph (13) and paragraph (14) Article Association
    of the Company and Article 48 POJK No. 15/2020, the Shareholders of the Company are not entitled
    to grant power of attorney to more than one proxy for a portion of the total shares they own with a
    different vote, except:
a. Custodian Bank or Securities Company as Custodian representing its clients who own the shares of
   the Company
b. Investment Managers who represent the interests of the Mutual Funds they manage.



                                  Bekasi Regency, April 5, 2024
                                        Board of Directors
                                 PT GUNUNG RAJA PAKSI Tbk

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Names mentioned 8 people and organisations named in the text · linked when the evidence is strong

linked org GUNUNG RAJA PAKSI Tbk p.1 ×8
unresolved org PT Nusantara Baja Profil p.1 ×2
unresolved org Co. Ltd. p.1 ×2
unresolved org Siam Yamato Steel Co. Ltd. p.1 ×2
unresolved org PT Hanwa Indonesia. Explanation p.1
unresolved org PT Hanwa Indonesia p.1
unresolved org Financial Services Authority p.1
unresolved org PT ADIMITRA JASA KORPORA p.2

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