1. The Meeting is conducted in Bahasa Indonesia. However, shareholders or their proxies who are not familiar with Bahasa Indonesia may ask questions or express comments in English and the Notary will assist in translating into Bahasa Indonesia. The response from the Chairman of the Meeting or Board of Directors shall be in Bahasa Indonesia or English and will also be translated accordingly.
2. Chairman of the Meeting
- The Meeting chaired by Mr. Dewa Nyoman Adnyana as Independent Commissioner based on the letter of the Board of Commissioners dated January 2nd 2024 No. 002/TMS/I/2024 in accordance with the provisions of the Article 22, paragraph 1 of the Company's Articles of Association juncto Article 37 paragraph 1 POJK No. 15/POJK.04/2020 concerning the Planning and Implementation of General Meeting of the Shareholders of Public Company (“POJK 15/2020”).
- The Chairman has the right to take all necessary actions to ensure that the Meeting takes place in an orderly and smooth manner, including but not limited to asking the Meeting participants who are judged by the Chairman to have disturbed order to leave the Meeting room.
- The Chairman of the Meeting has the right to request that those present physically prove their authority to attend the Meeting and/or request that a power of attorney to represent the shareholders be shown to him at the Meeting.
3. Participant of the Meeting
a. Participants of the Meeting are Shareholders of the Company whose names are recorded in the Company's Register of Shareholders on January 3, 2024, 2023 up to 16.00 Western Indonesia Time (hereinafter referred to as "Eligible Shareholders").
b. Shareholders' participation in the Meeting can be done by the following mechanism:
- attend the Meeting electronically through the e-ASY.KSEI application;
- attend through electronic authorization through eASY.KSEI (e-proxy);
- physically present at the Meeting; or
- attend by granting power of attorney by using the Power of Attorney form.
c. Shareholders who can attend in person electronically as referred to in point b letter ii are local individual shareholders whose shares are kept in the collective custody of KSEI and to use the eASY.KSEI application, shareholders can access the eASY.KSEI menu, eASY.KSEI Login submenu which located at the AKSes facility (https://akses.ksei.co.id/).
d. Prior to determining participation in the Meeting, hareholders are required to read the provisions for the implementation of the Meeting based on the authority established by the Company. Other provisions can be seen through document attachments in the 'Meeting Info' feature on the eASY.KSEI application and/or summons for Meetings found on the Company's website.
e. The deadline for submitting a declaration of presence or power of attorney and vote in the eASY.KSEI application is 1 (one) working day before the date of the Meeting at 12 AM.
f. Eligible Shareholders may be represented by other shareholders or other persons based on a power of attorney.
g. Meeting participants have the right to issue questions and/or opinions and vote in the Meeting.
h. Shareholders and/or proxies of the Company's shareholders arrive after the registration is declared closed and the number of shareholders' attendance has been reported by the Notary to the Chair of the Meeting at the time the Meeting is about to open, then the shareholders and/or their legal proxies are still allowed to attend the Meeting but are not allowed to ask questions and/or opinions and their votes will not be counted.
4. Power of Attorney
Shareholders may appoint their proxies to attend the Meeting, with the following conditions:
- Shareholders can legally give power of attorney to other people.
- Shareholders may grant power of attorney through the eASY.KSEI Facility provided by KSEI as an electronic authorization mechanism in the process of holding the Meeting (“e-Proxy”)
- The e-Proxy facility is available for shareholders who are entitled to attend the Meeting from the date of the invitation to the Meeting until 1 (one) working day before the Meeting as stipulated in Article 28 paragraph (3) of POJK 15/2020.
- Shareholders may provide written authorization which can be downloaded through the Company's website www.pttms.co.id. to an Independent Party appointed by the Company.
- The Company has appointed an Independent Party as a representative of the Company's Securities Administration Bureau, namely PT Raya Saham Registra, having its address at Plaza Sentral Building 2nd Floor, Jl.Jend. Sudirman Kav. 47-48, Jakarta 12390, to act and represent the shareholders in submitting votes and questions at the Meeting.
5. Quorum of this Meeting:
- this Meeting are valid if attended by shareholder or his/her proxy representing more than 2/3 (two-thirds) of the entire shares with valid voting right issued by the Company (Article 26 paragraph 1 letter a of the Articles of Association of the Company juncto Article 42 letter a of POJK 15/2020).
6. Question And Answer:
- In each agenda of the Meeting, the Chairman shall give the opportunity to the shareholder or his/her proxy to raise any questions and/or give comments before the voting, concerning the respective topic in the agenda.
- The Chairman shall give the opportunity to each shareholder or his/her proxy to raise any questions or give comments only in 1 (one) session for each agenda.
- Only shareholder or his/her proxy are entitled to raise questions or give comments.
- Shareholder or his/her proxy who intend to raise questions or give comments are requested to raise their hands and mention the name and number of shares owned / represented.
- The Chairman or his appointee will answer the questions or respond the comments.
- Submission of questions and/or opinions that are present electronically, questions and/or opinions can be submitted in writing by the shareholders or proxies by using the chat feature in the 'Electronic Opinions' column available on the E-Meeting Hall screen in the eASY.KSEI application. Giving questions and/or opinions can be done as long as the status of the Meeting in the 'General Meeting Flow Text' column is "Discussion started for agenda item no. [ ]".
7. The decision of the meeting:
The resolution will only be adopted based on the affirmative vote are more than 2/3 (two-thirds) of the total votes legally cast in the Meeting (Article 26 paragraph 1 a of the Company’s Articles of Association juncto Article 42 letter b of POJK 15/2020).
8. The voting:
Only shareholders and/or its proxies are entitled to cast a vote.
- 1 (one) share entitles the holder to cast one vote; If a shareholder owns more than one share, he or she will be asked to vote only once and the vote will represent all the shares he/she entire shares.
- Shareholder and/or its proxies who disagree or abstain will be requested to raise his/her hand, and the usher will collect the Ballot Paper and give to the Notary for calculation.
- Shareholder and/or its proxies who do not raise his/her hands will be deemed agreeable with the proposal.
- In accordance with Article 47 of POJK 15/2020, shareholders of shares with valid voting rights who attend the Meeting but abstain are considered to have cast the same vote as the majority of shareholders who cast votes.
- The electronic vote counting process takes place in the eASY.KSEI application on the menu E-Meeting Hall, Live Broadcasting sub menu.
- Shareholders who attend alone or are represented by their proxies but have not yet cast their vote on the agenda of the Meeting in the eASY.KSEI application until the time limit is no later than 12.00 AM on 1 (one) business day before the date of the Meeting, the Shareholders or their proxies have the opportunity to convey their vote during the voting period through the E-Meeting Hall screen in the eASY.KSEI application opened by the Company. When the electronic vote counting period per meeting agenda begins, the system automatically runs (the voting time) by counting down a maximum of 5 (five) minutes. During the electronic voting process, the status "Voting for agenda item no [ ] has started" will be seen in the 'General Meeting Flow Text' column. If the Eligible Shareholders or their proxies do not vote for certain Meeting agenda items until the status of the Meeting as shown in the 'General Meeting Flow Text' column changes to "Voting for agenda item no [ ] has ended", it will be considered as Abstain voting for the relevant meeting agenda.
- Voting time during the electronic voting process is the standard time set in the eASY.KSEI application. The Company may determine the policy of direct voting time electronically per agenda in the Meeting (with a maximum time of 5 (five) minutes per agenda of the Meeting) and this will be stated in the Rules of Conduct for the Meeting through the eASY.KSEI application.
- Shareholders and/or their proxies who have registered in the eASY.KSEI application at the latest until the specified time limit can witness the ongoing Meeting through the webinar Zoom by accessing the eASY.KSEI menu, the Tayangan RUPS submenu located at the AKSes facility (https:/ /akses.ksei.co.id/).
- GMS broadcasts have a capacity of up to 500 participants, where the attendance of each participant will be determined on a first come first serve basis.
- Shareholders and/or their proxies who do not have the opportunity to witness the implementation of the Meeting through the GMS Impressions are still considered valid to attend electronically and share ownership and voting choices are taken into account at the Meeting, as long as they have been registered in the eASY.KSEI application.
- Shareholders or their proxies who only witnessed the implementation of the Meeting through the GMS Impressions but are not registered are present electronically on the eASY.KSEI application, then the presence of the shareholders or their proxies is considered invalid and will not be included in the calculation of the quorum of meeting attendance.
13. Other matters that have not been regulated in these Rules will be determined later by the Chairperson of the Meeting.
