The Board of Directors of PT Ingria Pratama Capitalindo Tbk (the “Company”) hereby invites the Company's shareholders to attend the Annual General Meeting of Shareholders for the financial year of 2024 (the “Meeting”) which will be held on:
Day, date: Monday, 30 June 2025
Time: 10:00 AM WIB - Until Finished
Place: Hotel Santika Premier BSD, Indonesia Convention Jl. BSD Grand Boulevard, BSD City, Pagedangan, Tangerang Selatan, Banten 15339
In accordance with the Financial Services Authority Regulation Number 15/POJK.04/2020 on the Planning and Implementation of the General Meeting of Shareholders of Public Companies and (“FSA Regulation No. 15/2020”) and the Financial Services Authority Regulation Number 16/POJK.04/2020 on the Implementation of Electronic General Meeting of Shareholders of Public Companies, the Meeting will be held physically and electronically using the electronic general meeting of shareholders (eGMS) provided by PT Kustodian Sentral Efek Indonesia (“KSEI”), with the mechanism of the physical Meeting attended by the Chairman of the Meeting, Members of the Board of Directors and Members of the Board of Commissioners, Notary, and Supporting Institutions/Professions for the implementation of the Meeting, who will be coordinating at Hotel Santika Premier BSD.
The Meeting agendas are:
Approval of the Company's Annual Report and the ratification of the Company's Financial Statement for the financial year ended in December 31st, 2024, and the granting of the full release and discharge of responsibilities (volledig acquit et de charge) to the Board of Directors of the Company for the management actions on the Company and the Board of Commissioners of the Company for the supervisory actions on the Company that have been carried out during the financial year 2024.
Explanation:
In order to comply with the provisions of the Company's articles of association and Law No. 40 of 2007 on Limited Liability Company as amended by Law No. 6 of 2023 on the Enactment of Regulation of the Government in Lieu of Law Number 2 of 2022 on Job Creation into Law, the Board of Directors and the Board of Commissioners submit the Annual Report for the financial year 2024 on the implementation of the Company's business activities including therein the Board of Commissioners' Supervisory Duty Report for the financial year 2024 and to ratify the Company's audited Financial Statements for the financial year ended December 31st, 2024, and provide full release and discharge of responsibilities (acquit de charge) to each member of the Board of Directors and Board of Commissioners.
Approval to determine the appointment of the Public Accountant Firm that will audit the Company's Financial Statement for the financial year 2025 and to determine the honorarium of the Public Accountant Firm and other requirements.
Explanation:
The approval for the appointment of Public Accountant from a Public Accountant Firm will be proposed to be authorized to the Board of Commissioners, taking into account the recommendations of the Audit Committee and applicable laws and regulations.
Determination of the honorarium and other benefits and delegation of authority to the Board of Commissioners of the Company to determine the honorarium and other benefits for the Board of Directors and Board of Commissioners of the Company respectively for the financial year 2025.
Explanation:
The approval to determine the salaries, honorariums and other benefits for members of the Board of Directors and Board of Commissioners for the financial year 2025 is proposed to be delegated to the Company's Board of Commissioners.
Approval of the Report on the Realization of the Use of Proceeds from the Company's Initial Public Offering.
Explanation:
In consideration of the provision of Article 6 of the Financial Services Authority Regulation No. 30/POJK.04/2015 on the Report on Realization of the Use of the Proceeds from Public Offering, the Company is obligated to account for the realization of the use of proceeds from the initial public offering in each annual general meeting of shareholders until all proceeds from the initial public offering have been realized.
Notes:
The Company is not sending a separate invitation to the Company's shareholders because this Meeting Invitation is already in accordance with the provisions of Article 52 of POJK No. 15/2020 and the Company's articles of association, thus this invitation is the official invitation for the Company's shareholders.
In accordance with the provisions on the Article 23 of FSA Regulation No. 15/2020, shareholders who are entitled to attend the Meeting are shareholders whose names are recorded in the Company's Register of Shareholders (DPS) 1 (one) business day before the date of the invitation, on 4 June 2025.
The material of the Meeting agendas is available and can be downloaded through the Indonesia Stock Exchange website https://akses.ksei.co.id and the Company’s website https://ingriagroup.com/ from the date of the Meeting invitation until the Meeting implementation date.
The Company urges to the shareholders to register their attendance electronically through the KSEI System (“eASY.KSEI”) in the link https://akses.ksei.co.id/ link provided by KSEI. Electronic registration will be opened from the date of this Meeting invitation, which is 5 June 2025. Shareholders can inform their attendance or appoint their proxies, and/or submit their voting choices into the eASY.KSEI application. at 12.00 WIB on 1 (one) business day before the meeting date.
For shareholders who will be attend or grant proxy electronically to the Meeting through the eASY.KSEI application must pay attention to the following matters:
Local individual shareholders who have not provided a declaration of attendance or proxy in the eASY.KSEI application by the deadline in point 4 and wish to attend the Meeting electronically are required to register attendance in the eASY.KSEI application on the date of the Meeting until the registration period of the Meeting is electronically closed by the Company, which is no later than at 12.00 WIB on 1 (one) business day before the date of the meeting.
Local individual shareholders who have provided a declaration of attendance but have not given voting option for a minimum of 1 (one) Meeting agenda in the eASY.KSEI application until the deadline in point 4 and wish to attend the Meeting electronically are required to register attendance in the eASY.KSEI application on the date of the Meeting until the registration period of the Meeting is electronically closed by the Company.
The shareholders who have given proxy to the proxy recipient provided by the Company (Independent Representative) or Individual Representative but the shareholders have not given voting option for a minimum of 1 (one) Meeting agenda in the eASY.KSEI application until the deadline in point 4, then the proxy representing the shareholders must register attendance in the eASY.KSEI application on the date of the Meeting until the registration period of the Meeting electronics closed by the Company.
The shareholders who have given proxy to the participating proxy recipient/Intermediary (Custodian Bank or Securities Company) and have given voting options in the eASY.KSEI application until the deadline in point 4, then the representative of the proxy who has been registered in the eASY.KSEI application must register attendance in the eASY.KSEI application on the date of the Meeting until the registration period of the Meeting is electronically closed by the Company.
The shareholders who have given a declaration of attendance or given proxy to the proxy recipient provided by the Company (Independent Representative) or Individual Representative and have given voting option for a minimum of 1 (one) or to all agendas of the Meeting in the eASY.KSEI application no later than the deadline in point 4, then the shareholder or proxy does not need to register attendance electronically in the eASY.KSEI application on the Meeting date. The share ownership will automatically count towards the attendance quorum and the voting options that have been casted will be automatically counted in the Meeting votes.
Delay or failure in the electronic registration process as referred to in numbers (i) to (iv) for any reason will result in shareholders or their proxies not being able to attend the Meeting electronically, and their share ownership is not counted in the quorum of attendance at the Meeting.
Shareholders who will attend the Meeting physically should be present at least 30 minutes before the meeting begins.
Guidelines for the application, registration, use and further explanation of eASY.KSEI and AKSes KSEI can be found on KSEI’s website with the links https://akses.ksei.co.id/ and https://easy.ksei.co.id, as well as the Meeting Rules on the Company’s website https://ingriagroup.com/.
In the event that the shareholders cannot access the KSEI System (eASY.KSEI) in the link https://akses.ksei.co.id/, then may download the power of attorney contained on the Company's website https://ingriagroup.com/ to give proxy and vote at the Meeting, the power of attorney must be sent to the Company's Shares Registrar namely PT Adimitra Jasa Korpora (“BAE”) at Jl. Kirana Boutique Office Blok F3 / 5 Jl. Kirana Avenue III – Kelapa Gading North Jakarta, no later than 26 June 2025 at 12.00 WIB.
The notary, assisted by the BAE, will check and calculate the votes in the decision making of the Meeting agenda, including those based on votes submitted by shareholders both through the eASY.KSEI facility, and those submitted at the Meeting.
South Tangerang, 5 June 2025
PT Ingria Pratama Capitalindo Tbk
Board of Directors