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20260430_NRCA_Pemanggilan RUPS_32075856_lamp3.pdf

RUPS notice Text extracted NRCA

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Page 1
                                 PT NUSA RAYA CIPTA Tbk
                                     (“The Company”)

                              SUMMONS FOR
                 ANNUAL GENERAL MEETING OF SHAREHOLDERS
The Board of Directors of the Company hereby invites the Shareholders of the Company to attend the
Annual General Meeting of Shareholders for the fiscal year ending December 31st, 2025 (“AGMS”)
which will be held on :

       Day / Date       :   Friday, May 22nd, 2026
       Time             :   09:30 WIB – Until Completion
       Venue            :   Legian Room, Hotel Gran Meliá, Ground Floor
                            Jln. H.R. Rasuna Said Blok X-0, Kav. 4, Kuningan
                            Jakarta 12950

With the following AGMS agenda :

1. Approval and ratification of the Board of Directors’ Report on the Company’s business operations
   and financial management for the fiscal year ending December 31st, 2025, as well as approval and
   ratification of the Company’s Financial Statements including the Balance Sheet and Profit/Loss
   Calculation of the Company for the fiscal year ending December 31 st, 2025, which have been
   audited by Independent Public Accountants, and approval of the Company’s Annual Report for the
   fiscal year ending December 31st, 2025, including the supervisory report of the Board of
   Commissioners of the Company and the granting of full release and discharge (acquit et de charge)
   to all members of the Board of Directors and Board of Commissioners of the Company for the
   management and supervision actions taken during the fiscal year ending December 31 st, 2025.

   Elaboration :
   For this AGMS agenda, the Company will provide explanations regarding the implementation of the
   Company’s business activities for the fiscal year ending on December 31 st, 2025, and the financial
   condition as stated in the Company’s Financial Statements for the fiscal year ending on December
   31st, 2025. Pursuant to the provisions of: (i) Article 10 paragraph (7) letter a, Article 10 paragraph
   (8), and Article 19 paragraph (5) of the Company’s Articles of Association; and (ii) Article 69
   paragraph (1) and Article 78 of Law No. 40/2007 on Limited Liability Companies as partially
   amended by Law Number 6/2023 on the Ratification of Government Regulation in Lieu of Law
   Number 2/2022 on Job Creation into Law (“Company Law”), the Company’s Annual Report,
   including the Company’s activities report and the supervisory task of the Board of Commissioners,
   and the Company’s Financial Statements must receive approval and endorsement from the
   Company’s General Meeting of Shareholders (GMS), and providing full release and discharge
   (acquit et de charge) to the serving members of the Board of Directors and Board of Commissioners
   of the Company for the management and supervision actions taken during the fiscal year as
   reflected in the annual report and financial statements of the Company.
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2. Approval of the plan for the use of the Company’s net profit for the fiscal year ending on December
   31st, 2025.

    Elaboration :
    Taking into account the provisions of: (i) Article 10 paragraph (7) letter b and Article 20 of the
    Company’s Articles of Association; and (ii) Article 70 and Article 71 paragraph (1) of the Company
    Law, regarding the use of the Company’s net profit, the Company requires an AGMS resolution.

3. Determination of salaries and allowances for members of the Board of Directors and salaries or
   honorariums and allowances for members of the Board of Commissioners of the Company for the
   2026 fiscal year.

    Elaboration :
    Taking into account the provisions of: (i) Article 13 paragraph (4) and Article 16 paragraph (8) of
    the Company’s Articles of Association; and (ii) Article 96 paragraph (1) and Article 113 of the
    Company Law, the Company will request approval from the AGMS to : (i) authorize the Board of
    Commissioners of the Company to determine the salaries and allowances for members of the Board
    of Directors, and (ii) salaries or honorariums and allowances for members of the Board of
    Commissioners, upon the proposal from the Nomination and Remuneration Committee for the fiscal
    year ending on December 31st, 2026.

4. The appointment of Independent Public Accountants who will audit the Company’s books for the
   fiscal year ending December 31st, 2026, and the granting of authority to the Board of Commissioners
   of the Company to determine the honorarium for these Independent Public Accountants as well as
   other requirements for their appointment.

    Elaboration :
    Taking into account the provisions of: (i) Article 10 paragraph (7) letter c of the Company’s Articles
    of Association; (ii) Article 68 of the Company Law; (iii) Article 59 of Financial Services Authority
    Regulation No. 15/POJK.04/2020 on the Planning and Implementation of General Meetings of
    Shareholders of Public Companies (“POJK No. 15/2020”); and (iv) Article 3 paragraph (2) of
    Financial Services Authority Regulation No. 9 of 2023 on the Use of Public Accountant Services
    and Public Accountant Offices in Financial Services Activities. The Company will request approval
    from the AGMS to authorize the Board of Commissioners of the Company to appoint Independent
    Public Accountants registered with the OJK to audit the Company’s books for the fiscal year ending
    on December 31st, 2026, and determine the amount of honorarium for these Independent Public
    Accountants.

Notes :

1. The Company did not send separate invitation letters to the Shareholders of the Company, hence
   this summons complies with the provisions of POJK No. 15/2020 and constitutes an official invitation
   to the Shareholders of the Company. This AGMS summons can be viewed on the Indonesia Stock
   Exchange website, eASY.KSEI, and the Company's website.

2. Shareholders of the Company who are entitled to attend or be represented by valid power of
   attorney at the AGMS are as follows :
   a. For shares not held in collective custody : only Shareholders of the Company whose names are
       legally registered in the Company’s Shareholders List on April 29th, 2026, no later than 4:00
       PM WIB at PT Sinartama Gunita, the Company’s Share Registrar located in Jakarta, addressed
       at Menara Tekno Building 7th Floor, Jln. H. Fachrudin No.19 Jakarta 10250.

    b. For shares held in collective custody : Shareholders of the Company whose names are legally
       registered on the account holder or custodian bank at PT Indonesian Central Securities
       Depository (“KSEI”) on April 29th, 2026, no later than 4:00 PM WIB or their proxies. For KSEI
       securities account holders in Collective Custody, it is mandatory to register through the
       Exchange Member/Custodian Bank holding securities accounts at KSEI to obtain a Written
       Confirmation for the Meeting.
Page 3
3. Shareholders who are unable to attend may be represented by their proxies, provided that they
   bring a valid power of attorney as determined by the Company’s Board of Directors (“Power of
   Attorney”) and attach a photocopy of the valid ID card or other valid identification from both the
   Shareholder as the principal and the proxy. It is stipulated that members of the Board of Directors,
   members of the Board of Commissioners, and employees of the Company may act as proxies for
   the Shareholders of the Company at this AGMS, but their votes will not be counted in the voting
   process.

4. Shareholders who are unable to attend the AGMS may grant Power of Attorney to an Independent
   Party appointed by the Company to represent the principal to cast votes and relay questions to the
   AGM, in accordance with the following procedures :
   a. Shareholders may download the Power of Attorney form from the Company’s website:
       www.nusarayacipta.com or obtain it during working days and business hours at the Company’s
       headquarters located at Graha Cipta Building, Jln. D.I. Panjaitan No. 40, East Jakarta 13350,
       Indonesia.

    b. i. The completed and scanned Power of Attorney form should be sent via email to
           corsec@nusarayacipta.com.
       ii. The original Power of Attorney must be submitted in person and received by PT Sinartama
           Gunita, the Company’s Share Registrar located in Jakarta and addressed at Menara Tekno
           Building 7th Floor, Jln. H. Fachrudin No.19 Jakarta 10250, or to the Company at the
           Company’s office address as stated in 4.a above, or to the proxy of the Company’s
           Shareholder, no later than 1 (one) working day before the AGMS date, which falls on
           Thursday, May 21st, 2026, at 4:00 PM WIB.

    c.   Only validated Power of Attorney documents from shareholders entitled to attend the AGM will
         be counted towards the quorum for decision-making.

    d. Shareholders entitled to attend have the right to submit questions regarding the AGMS agenda
       via email as mentioned in item b.i above. The questions raised will be read out during the
       AGMS. Discussions on the AGMS agenda, including the questions raised, will be recorded by
       the Notary and announced in the AGMS Minutes, through eASY.KSEI, the Company’s website,
       and the Indonesia Stock Exchange (IDX).

    e. In accordance with POJK No. 15/2020 and KSEI letter No. KSEI-4012/DIR/0521 dated May
       31st, 2021, on the Implementation of the e-Proxy and e-Voting Modules in the eASY.KSEI
       Application along with the Shareholders’ General Meeting Broadcast, the Company will hold
       the Meeting physically in the Legian Room, Gran Meliá Jakarta Hotel, and electronically using
       the eASY.KSEI system. The Company also provides an alternative for Shareholders to grant
       electronic proxies (e-Proxy) through the eASY.KSEI system (https://akses.ksei.co.id), which
       can be done no later than 1 (one) working day before the AGMS date, on Thursday, May 21st,
       2026, and to exercise their voting rights through e-Voting. The Independent Party appointed by
       the Company is the Company’s Share Registrar, PT Sinartama Gunita.

5. That the materials related to the AGMS have been available at the Company’s office from the date
   of this AGMS summons until the AGMS date, and copies of these AGMS materials can be obtained
   by shareholders through written requests to and received by the Company’s Corporate Secretary
   or can be accessed through the eASY.KSEI system and the Company’s website,
   www.nusarayacipta.com.

6. For Shareholders or Shareholder Proxies who will attend the AGM in person, they must comply
   with the following procedures :
   a. Bring and submit photocopies of the Collective Share Certificate and a photocopy of valid
       identification such as an ID card or other valid identification to the registration officer. Legal
       entity Shareholders must submit photocopies of the Articles of Association and the latest
       amendments, as well as the deed of appointment of the Company’s Board of Directors and
       Board of Commissioners. Specifically for Shareholders in KSEI Collective Custody, they are
       requested to show a Written Confirmation for the AGMS in their name to the registration officer
       before entering the AGMS room.
Page 4
   b. To maintain order at the AGMS, Shareholders or their proxies are requested to be present at
      the AGMS venue 30 (thirty) minutes before the AGMS begins.

7. The company may change and/or add information regarding the AGMS procedures which will be
   announced on the Company's website www.nusarayacipta.com.



                                  Jakarta, April 30th, 2026
                           The Board of Directors of the Company

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Names mentioned 5 people and organisations named in the text · linked when the evidence is strong

linked org NUSA RAYA CIPTA Tbk p.1 ×2
unresolved org Financial Services Authority p.2 ×2
unresolved org Indonesia Stock Exchange p.2 ×2
unresolved person H. Fachrudin p.2 ×2
unresolved org PT Indonesian Central Securities Depository p.2

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