20240404_TOBA_Pemanggilan RUPS_31624136_lamp1.pdf

5. Approval on the changes in the composition of the Company’s management.
   Explanation:
   Pursuant to the provisions under: (i) Article 111 of the Company Law No. 40 Tahun 2007
   (along with its amendments), (ii) OJK Regulation Number 33/POJK.04/2014 regarding Board
   of Directors and Board of Commissioners of the Issuers or Publicly-Held Companies, (iii)
   Article 18 paragraph 6 of the Company’s Articles of Association, and in relation to the term
   of office of three from four member of the Board of Commissioners of the Company that will
   be ended at the close of the Meeting, the Company will propose to the Meeting to obtain
   approval on the reappointment of three member of the Company’s Board of Commissioners
   as below:
    1. Mr. Bacelius Ruru
    2. Mr. Djamal Nasser Attamimi
    3. Mr. Dr. Ahmad Fuad Rahmany
   with effective term of office since the close of the Meeting until the closing of the 4 th (fourth)
   Meeting after the effective date of the appointment.
   Curriculum Vitae of Bacelius Ruru, Djamal Nasser Attamimi, and Dr. A. Fuad Rahmany are
   able to be seen and downloaded from the Company’s Website.
6. Approval on the delegation of authority to the Board of Directors of the Company with the
   approval of the Board of Commissioners of the Company for the implementation of the
   adjustments of subscribed and paid-up capital in the Company through the Company’s
   Management and Employee Stock Option Program (MSOP/ESOP Program).
   Explanation:
   Request for approval from shareholders on delegating authority to the Board of Directors by
   approval from the Board of Commissioners to increase the Company's issued and paid-up
   capital in connection with the Company’s MESOP Program based on the decision of the
   Company's Extraordinary General Meeting of Shareholders dated 17 June 2021 and 8 June
   2023.
Explanation of the Meeting Quorum:
1. All the Meetings agenda can be held and have the right to make legal and binding decisions
   if attended by Shareholders or their legal proxies representing more than ½ (one-half) of
   total number of shares with valid voting rights whose attend at the Meeting.
2. Meeting decisions are taken based on deliberation to reach consensus. In the event that a
   decision based on deliberation to reach consensus is not reached, the decision is valid if it
   is approved by more than ½ (one half) of the total number of shares with valid voting rights
   who are present and/or represented at the Meeting.

Note:
1. The Company does not send separate invitation to the Shareholders. This Invitation is
   considered as an invitation. This invitation constitutes as the official invitation for the
   Company’s Shareholders.
2. The Company's Meeting will be held physically and electronically using the KSEI Electronic
   General Meeting System Application (“eASY.KSEI Application”) provided by Indonesia
   Central Securities Depository (KSEI), and will be implemented in accordance with the
   provisions of OJK Regulation Number 15/POJK.04/2020 on the Plan and Implementation of
   the General Meeting of Shareholders of Publicly Listed Companies Indonesia (“POJK 15”),
   the Financial Services Authority Regulation Number 16/POJK.04/2020 regarding the
   Implementation of the Electronic General Meeting of Shareholders of Public Companies
   (“POJK 16”), and the Article of Association of the Company.

   Thus, the Shareholders’ participation in the Meeting can be conducted by choosing one of
   the following mechanisms:
   a. Attend the meeting physically; or
   b. Attend the Meeting electronically through the eASY.KSEI Application; or
   c. Attend by authorizing the proxy either through the Electronic Power of Attorney or with
        the Conventional Power of Attorney as referred to in point 4 below.

3. The Shareholder who are eligible to attend or be represented in the Meeting, whether
   physically or electronically, are the Company’s Shareholders - whose shares are in KSEI’s
   collective custody (scriptless) or Shareholders whose shares are not in Kustodian Sentral
   Efek Indonesia (“KSEI”) collective custody (script) - whose names are registered in the
   Register of Shareholders of the Company on April 3, 2024 until 16:00 pm (recording date)
   (“the Shareholders”).

4. The Company’s Shareholders which will attend the Meeting by granting power of authority
   mechanism, the Company provide the granting power of authority mechanism as follows:
   a. Electronic Power of Attorney.
       The Shareholders may provide electronic power of attorney (“e-Proxy”) to the Securities
       Administration Bureau (“BAE”) PT Datindo Entrycom, through the Electronic General
       Meeting System KSEI (eASY.KSEI) facility, using the link https://akses.ksei.co.id at the
       latest 1 (one) working day before the Meeting is held: April 25, 2024 at 12.00 WIB.
       Guidelines for registration, usage, and further explanation in regards to eASY.KSEI may
       be accessed in eASY.KSEI Application.
   b. Conventional Power of Attorney.
       The Shareholders may grant power of attorney to an Independent Party appointed by
       the Company, BAE, or other party appointed by the Shareholders, with due observance
       to the following provisions:
         i). Form of Power of Attorney can be downloaded in the Company’s website using the
             link www.tbsenergi.com and the original Power of Attorney must be sent to the
             office of the Company, addressed at Treasury Tower Lantai 33, District 8 SCBD
             Lot. 28 Jl. Jend. Sudirman Kav.52-53, South Jakarta 12190 or to BAE: PT Datindo
             Entrycom, Jalan Hayam Wuruk Number 28, Jakarta 10120. The scanned copy of
             the Power of Attorney must be received by electronic mail corsec@tbsenergi.com,
             at the latest 1 (one) working day before the Meeting is held: April 25, 2024 at 12.00
             WIB, without prejudice the Company’s policy, attached with supporting document
             as mentioned in point iii) and iv) below.
        ii). Shareholders can also provide their power of attorney at the venue for the Meeting
             by bringing and submitting a copy of their valid identification to the registration
             officer.
       iii). For individual Shareholders, the granting of power of attorney must include a
             photocopy of the valid identity copy of the Shareholder and the attorney.
      iv). For shareholders in the form of legal entities, the granting of power of attorney must
             include a photocopy of the latest articles of association, photocopy of the latest
             deed of appointment of members of the Board of Directors and Board of
             Commissioners, proof of approval/reporting from/to Minister of Law and Human
             Rights of Republic of Indonesia regarding the articles of association and
             appointment of members of the Board of Directors and Board of Commissioners,
             as well as a valid copy of identity of the authorized representative of the grantor
             and the attorney.

        v).   If the Power of Attorney for Shareholders is signed:
                - within the territory of the Republic of Indonesia, the Power of Attorney must
                   be affixed with 1 (one) IDR10,000 stamp duty and the Grantor's signature
                   must be dated on the stamp;
                - outside the territory of Indonesia, the Power of Attorney must be legalized by
                   the local Notary and by the Embassy of the Republic of Indonesia or the
                   closest consular to the place where the power of attorney was signed or
                   apostille by the competent authority in the local country.
       vi).   Members of the Board of Directors, the Board of Commissioners and employees
              of the Company may act as proxies in the Meeting, however, the votes they cast
              as proxies in the Meeting are not counted in voting. In the event that the Power of
              Attorney is done electronically, members of the Board of Directors, the Board of
              Commissioners and employees of the Company cannot act as proxies.
5. For Shareholders who choose to attend the Meeting electronically through the eASY.KSEI
   Application, the following provisions will be applied:
   a. Shareholders can confirm their electronic attendance and cast their vote through the
       eASY.KSEI Application from the date of the Meeting’s Invitation the date of the Meeting:
       April 26, 2024 at the closing of the electronic registration of the Meeting by the Company.
   b. In the event that the Shareholders and/or their authorized Proxies fail to carry out or are
       late in conducting the electronic registration process as referred to in number 5, they will
       be considered not present in the Meeting and will not be counted as a quorum for the
       attendance of the Meeting.
6. For Shareholders or their proxies who choose to attend the Meeting physically, then prior to
   attending the Meeting room, the Shareholders or their proxies attending the Meeting are
   required to register with the registration officers and submit:
   a. for Individual Shareholder, a copy of his/her Identity Card (Kartu Tanda Penduduk) or
       other form of identification;
   b. for Shareholders, which are Legal Entities, please include the documents referred to in
       point 4.b. iv) above.

7. Shareholders or their proxies who have been registered in the eASY.KSEI Application can
   view the ongoing Meeting via Webinar Zoom through link https://akses.ksei.co.id by
   accessing eASY.KSEI menu in “Tayangan RUPS” submenu, with the following provisions:
   a.   Shareholders or their proxies have been registered in the eASY.KSEI Application;
   b. Tayangan RUPS has the maximum capacity of 500 participants, so that the attendance
       of each participant will be determined based on the first come first served method;
   c. Shareholders or their proxies who have been registered in the eASY.KSEI Application
       but do not have the opportunity to view the ongoing Meeting via Webinar Zoom
       Tayangan RUPS are considered valid to be present electronically and their share
       ownership and voting choices will be counted as a quorum for the attendance of the
       Meeting;
   d. Shareholders or their proxies are advised to use Mozilla Firefox browser to get the best
       performance and appearance in using the eASY.KSEI Application and/or Tayangan
       RUPS, in accordance with the recommendations from KSEI.
8. In the event after the date of this Invitation there are operational technical changes to the
   eASY.KSEI application or changes to KSEI regulations, guidelines and/or explanations
   related to holding electronic Meetings via eASY.KSEI application, then these changes apply
   to the implementation of the Meeting, and all arrangements in this note is related to the
   electronic holding of the Meeting via the eASY.KSEI application which is considered to be
   adjusted to these changes.

 9. Meeting materials are available from the date of the Meeting’s Invitation and can be
    downloaded in the Company's website www.tbsenergi.com. The Company does not provide
    the hardcopy of Meeting’s materials to the Shareholders at the time of the Meeting.

10. Any questions related to the Meeting’s Agenda can be submitted through electronic mail
    corsec@tbsenergi.com or conveyed in the Meeting. As long as these questions are relevant,
    they will be read out during the discussion of the Meeting agenda.

11. The Shareholders or the Attorney who will attend the Meeting physically are expected to be
    present at the venue 30 (thirty) minutes prior to the commencement of the Meeting.

12. Other matters that have not been regulated in this Invitation to the Meeting will be determined
    and regulated later in the Meeting Rules which will be available on the eASY.KSEI Application
    and the Company's website www.tbsenergi.com.




                                     Jakarta, April 4, 2024
                                    The Board of Directors
                                   PT TBS Energi Utama Tbk
                     Address: Treasury Tower level 33, District 8 SCBD Lot.28
                 Jl. Jend. Sudirman Kav.52-53, Jakarta Selatan 12190, Indonesia
                        Phone. (+6221) 5020 0353, Fax. (+6221) 5020 0352
                   E-mail: corsec@tbsenergi.com, website: www.tbsenergi.com