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20260430_NRCA_Pemanggilan RUPS_32075856_lamp3.pdf
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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.
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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.
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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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Financial Services Authority
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Indonesia Stock Exchange
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PT Indonesian Central Securities Depository
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