20240403_IRRA_Pemanggilan RUPS_31623189_lamp2.pdf

    3. Determination of the remuneration package for the financial year 2024 for the members of
       the Board of Commissioners and Board of Directors of the Company.
       Explanation:
       Pursuant to Article 11 paragraph 6 juncto Article 14 paragraph 6 of the Company's Articles
       of Association, the amount of remuneration for members of the Board of Directors and
       Board of Commissioners is determined by the GMS.

    4. Appointment of Registered Public Accounting Firm and/or Registered Public Accountant to
       audit the Company's Financial Statements for financial year ending December 31, 2024
       Explanation:

        In accordance with Article 19 paragraph 2 letter c of the Company's Articles of Association
        juncto Article 59 of the Financial Services Authority Regulation Number 15/POJK.04/2020 of
        2020 regarding the Plan and Conduct of General Meetings of Shareholders of Public
        Companies ("POJK 15/2020"), the appointment and dismissal of public accountants and/or
        public accounting firms to audit the annual historical financial information must be decided
        in GMS considering the proposal from the Board of Commissioners. In this agenda item, the
        appointment of a Public Accounting Firm registered with the Financial Services Authority will
        be proposed to audit the Company's Financial Statements for the current year, including
        internal control audits on financial reporting as required by applicable regulations.

    5. Change of the composition of the Company’s Board of Directors and the Board of
       Commissioners.
       Explanation:
       In accordance with Article 11 and Article 14 of the Company's Articles of Association juncto
       Article 94 and Article 111 of the Company Law, members of the Board of Directors and the
       Board of Commissioners of the Company are appointed and dismissed by GMS.

General provisions:
    1. This meeting invitation is an official invitation in accordance with the provisions of Article 52
       paragraph 1 of POJK 15/2020 juncto Article 21 paragraph 11 a (i) of the Company's Articles
       of Association, hence, separate invitations to the Company's Shareholders are no longer
       required.
    2. Shareholders of the Company who are entitled to attend or be represented in the GMS are
       the Shareholders whose names are recorded in the Shareholder Register on Tuesday, April
       2, 2024, at 16:00 PM WIB.
    3. The Meeting will be conducted electronically using the eASY.KSEI application provided by PT
       Kustodian Sentral Efek Indonesia ("KSEI"), in accordance with the Financial Services Authority
       Regulation No. 16/POJK.04/2020 regarding the Implementation of Electronic General
       Meetings of Shareholders of Public Companies ("POJK 16/2020") juncto Article 24 of the
       Company's Articles of Association.
    4. In relation to the organization of the Meeting through the eASY.KSEI application as
       mentioned above, Shareholders' participation in the Meeting can be carried out through the
       following mechanisms:

   a.   Participating electronically in the Meeting or granting electronic proxy through the
        eASY.KSEI application;
   b. Physically attending the Meeting; or
   c. Granting proxy using the written proxy form as referred to in number 10 letter (b) of
        these General Provisions.
5. Shareholders who participate electronically or provide electronic proxies (e-Proxy) through
   the eASY.KSEI application as referred to in number 4 letter a of these General Provisions
   must observe the following:
   a. Shareholders of the Company eligible to use the eASY.KSEI application are shareholders
        whose shares are held in collective custody by KSEI;
   b. Shareholders of the Company must first be registered in the KSEI Securities Ownership
        Reference Facility ("AKSes KSEI"). For Shareholders who are not yet registered, please
        first register through the website (https://akses.ksei.co.id/);
   c. To use the eASY.KSEI application, Shareholders can access the eASY.KSEI menu,
        submenu Login eASY.KSEI located in the AKSes KSEI facility (https://akses.ksei.co.id/).
6. Shareholders of the Company or their proxies who will attend electronically through the
   eASY.KSEI application as referred to in number 4 letter a of these General Provisions, please
   pay attention to the following:
   a. Shareholders of the Company can declare their attendance electronically until April 24,
        2024, at 12:00 PM WIB ("Attendance Declaration Deadline"), and cast their votes
        through eASY.KSEI from the date of this invitation until the Attendance Declaration
        Deadline.
   b. For:
        i. Shareholders of the Company who have not declared their attendance
             electronically by the deadline as referred to in number 6 letter a of these General
             Provisions;
        ii. Shareholders of the Company who have declared their attendance electronically
             but have not cast their votes until the Attendance Declaration Deadline;
        iii. Representatives of Shareholders and independent parties appointed by the
             Company (PT Adimitra Jasa Korpora as the Company's Securities Administration
             Bureau ("BAE")) who have received proxies from Shareholders, but the relevant
             Shareholders have not determined their voting preferences until the Attendance
             Declaration Deadline;
        iv. Participants of KSEI/Intermediaries (Custodian Banks or Securities Companies) who
             have received proxies from Shareholders of the Company who have determined
             their voting preferences in the eASY.KSEI application;
        are required to register through the eASY.KSEI application on the Meeting date from
        12:30 PM WIB to 13:30 PM WIB.
   c. Delay or failure in the electronic registration process for any reason will result in
        Shareholders or their proxies being unable to attend the Meeting electronically and
        their share ownership will not be counted in the quorum of attendance.
7. For Shareholders of the Company in the form of certificates/scripts, you can provide proxies
   using the available written proxy form format provided on the Company's website
   (https://www.itama.co.id).

 8. For Shareholders of the Company or their proxies who intend to attend the Meeting
    physically as referred to in number 4 letter b of these General Provisions, the Shareholders
    of the Company or their proxies must submit to the registration officer the original Written
    Confirmation for the Meeting (hereinafter referred to as "KTUR") and the original Identity
    Card (hereinafter referred to as "KTP") or other identification before entering the Meeting
    room. For proxies of Shareholders of the Company in the form of legal entities, in addition
    to submitting the original KTUR and a photocopy of the KTP or other identification, they must
    also submit a photocopy of the latest Articles of Association and the latest appointment deed
    of the Board of Directors of the legal entity they represent.
 9. In the event that a Shareholder or their proxy has declared or registered their attendance
    electronically, but subsequently attends the Meeting physically, the Company will cancel the
    Shareholder's or proxy's electronic attendance as registered in the eASY.KSEI application.
10. Shareholders of the Company may be represented by their proxies in the following ways:
    a. By providing electronic proxy (e-Proxy) through the eASY.KSEI application as referred to
          in number 4 letter a of these General Provisions, with the condition that Shareholders
          must submit proxies and/or its votes, make changes to the appointment of proxy
          recipients and/or voting choices for Meeting agenda items, or revoke proxies
          electronically through the eASY.KSEI application from the date of this invitation until
          the Attendance Declaration Deadline;
    b. By using the available written proxy form format provided on the Company's website
          (https://www.itama.co.id), with the following conditions:
          i. Shareholders of the Company are not allowed to grant proxies to more than one
               proxy for a portion of their shareholding with different votes;
          ii. In case the proxy form referred to in number 10 letter b of these General Provisions
               is signed outside the territory of the Republic of Indonesia, the proxy form must be
               apostilled by authorized institution;
          iii. The proxy form format can be downloaded from the Company's website and when
               completed, it must be submitted to the Company's Securities Administration
               Bureau (BAE) at the following address:

             Kirana Boutique Office
             Jl. Kirana Avenue II Blok F3 No 5
             Kelapa Gading, Jakarta Utara 14250
             Telepon: 021-29745222
             Fax : 021-29289961
             on any business day from the date of the Meeting invitation until the latest by
             Monday, April 22, 2024, at 16:00 PM WIB.
    c. If members of the Board of Directors, Board of Commissioners, and employees of the
         Company act as proxies in the Meeting, the votes they cast will not be counted in the
         voting process.
 11. The materials related to the Meeting are available and accessible through the Company's
     website (https://www.itama.co.id) from the date of this Meeting invitation until the day of
     the Meeting.
 12. Shareholders of the Company or their proxies can observe the ongoing Meeting via Zoom
     webinar by accessing the eASY.KSEI menu, "GMS Broadcast" submenu, available in the

        AKSes KSEI facility (https://akses.ksei.co.id/) or through the "GMS Broadcast" menu on the
        mobile AKSes KSEI application, with the following conditions:
       a. Shareholders of the Company or their proxies must be registered in the eASY.KSEI
             application no later than April 24, 2024, at 12:00 PM WIB.
       b. The GMS broadcast has a capacity of up to 500 participants, where the attendance of
             each participant will be determined on a first-come-first-served basis. Shareholders of
             the Company or their proxies who do not have the opportunity to observe the Meeting
             via GMS Impressions will still be considered validly present electronically, and their
             share ownership and voting preferences will be counted in the Meeting, as long as they
             have registered in the eASY.KSEI application.
       c. Shareholders of the Company or their proxies who only observe the Meeting via GMS
             broadcast but are not registered as present electronically in the eASY.KSEI application
             will be considered invalidly present and will not be included in the calculation of the
             Meeting's quorum.
    13. To have the best experience using the eASY.KSEI application and/or GMS broadcast,
        shareholders or their proxies are advised to use the Mozilla Firefox web browser.
    14. If there are any technical operational changes to the eASY.KSEI application or changes to
        regulations, guidelines, and/or explanations from KSEI related to the conduct of electronic
        Meetings through the eASY.KSEI application after the date of this invitation, then such
        changes will apply to the conduct of the Meeting, and all provisions in these General
        Provisions related to the conduct of electronic Meetings through the eASY.KSEI application
        are considered adjusted accordingly to those changes.

Notes:

Shareholders or their proxies can attend the Meeting electronically or physically. Shareholders or
their proxies who physically attend the Meeting are required to adhere to the protocols at the
Meeting venue established by the Company, including the following:

1) Shareholders of the Company or their proxies are respectfully requested to be at the Meeting
   venue by 12:30 PM WIB so that the Meeting can start on time. Registration will be closed at
   13:30 PM WIB. Shareholders or proxies of Shareholders who arrive after registration is closed
   will be considered absent, therefore unable to propose motions and/or questions, and will not
   be able to vote in the Meeting.
2) The Company does not provide souvenirs, food, and drinks.
3) If there are any changes and/or additions to the information regarding the Meeting procedures,
   it will be announced on the Company's website (https://www.itama.co.id).
4) In case of an emergency situation that prevents the Company from holding the Meeting
   physically, the Company will conduct the Meeting electronically without Shareholder
   attendance, with prior notification provided to the Shareholders of the Company.

                                          Jakarta, April 3 2024
                                         PT Itama Ranoraya Tbk
                                           Board of Directors