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INVITATION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS PT ERA MANDIRI CEMERLANG Tbk
INVITATION OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
Whereas in order to comply with the provisions of Article 52 paragraph (1) Financial Services Authority Regulation ("POJK") Number 15/POJK.04/2020 concerning the Plan and the Implementation of the General Meeting of Shareholders of Public Company ("POJK No. 15/2020"), the Board of Directors of PT ERA MANDIRI CEMERLANG Tbk (the "Company") hereby conveys the Invitation to the Shareholders of the Company to attend the Annual General Meeting of Shareholders (hereinafter referred to as "Meeting"), which will be held on:
Day / Date : Friday, 13 June 2025;
Time : 10.00 Western Indonesia Time - onwards;
Venue : Pinangsia Meeting Room, Mercure Jakarta Batavia
Jl. Kali Besar No. 44-46 Roa Malaka, West Jakarta 11230, Indonesia.
With the following agenda:
First Agenda:
Approval and ratification of the Annual Report for the financial year ended December 31, 2024, which consists of:
a. Report on the management of the Company by the Board of Directors and the Report on the supervision of the Company by the Board of Commissioners for the financial year ended on December 31, 2024;
b. Financial Statements and ratification of the balance sheet as well as the calculation of profit and loss for the financial year ended on December 31, 2024 as well as granting and release and full acquittal (acquit et de charge) to all members of the Board of Directors and members of the Board of Commissioners of the Company for the management and supervision actions they have taken for the financial year ended on December 31, 2024.
Explanation: the above agenda is in accordance with the provisions of (i) Article 66 paragraph (1) and Article 69 paragraph (1) of Law Number 40 of 2007 concerning Limited Liability Companies as partially amended by Law number 6 of 2023 concerning the Stipulation of Government Regulation in Lieu of Law number 2 of 2022 concerning Job Creation into Law (“Company Law”) and (ii) Article 41 paragraph (1) letter a Financial Services Authority Regulation Number 15/POJK.04/2020 concerning the Plan and the Implementation of the General Meeting of Shareholders of Public Company (“POJK No. 15/2020”).
Second Agenda:
Determination of the Company's profit and loss for the financial year ended on December 31, 2024.
Explanation: the above agenda is in accordance with the provisions of (i) Article 70 and Article 71 paragraph (1) of the Company Law and (ii) Article 41 paragraph (1) letter a POJK No. 15/2020.
Third Agenda:
Determination of the amount of salary and other benefits for members of the Board of Directors and members of the Board of Commissioners of the Company.
Explanation: the above agenda is in accordance with the provisions of (i) Article 96 and Article 113 of the Company Law and (ii) Article 41 paragraph (1) letter a POJK No. 15/2020.
Fourth Agenda:
Appointment of Public Accountant who will audit the Company's financial statements for the financial year ended on December 31, 2025.
Explanation: the above agenda is in accordance with the provisions of (i) Article 68 of the Company Law and (ii) Article 3 of POJK No. 9 of 2024 concerning the Use of Public Accountants and Public Accounting Firms in Financial Services Activities and (iii) Article 41 paragraph (1) letter a POJK No. 15/2020.
Notes:
1. In relation to the holding of the Meeting, the Company does not send a separate invitation to the Shareholders of the Company, therefore this Invitation is an official invitation for the Shareholders of the Company.
2. Shareholders who entitled to attend or be represented at the Meeting are Shareholders of the Company, both those whose shares are in the form of documents or those in Collective Custody, whose names are recorded in the Company’s Shareholders Register 1 (one) business day before the Invitation of the Meeting, namely on Wednesday, 21 May 2025, until 16.00 Western Indonesia Time.
3. The Meeting will be held as efficiently as possible without reducing the validity of the Meeting in accordance with the provisions of POJK No. 15/2020. The Shareholders who are unable to attend the Meeting can provide power of attorney to attend the Meeting, with the following conditions:
a. The format of the power of attorney can be downloaded on the Company's website as of the date of the invitation to the Meeting and the power of attorney must be filled in according to the instructions stipulated therein and submitted to the Board of Directors of the Company through PT ADIMITRA JASA KORPORA as the Company's Securities Administration Bureau (“BAE”), no later than before 16:00 WIB, on Thursday, 12 June 2025, namely 1 (one) business day before the Meeting is held;
b. The granting of power of attorney to BAE as the independent representative appointed by the Company, can be done by following the Attendance Procedures guide which can be downloaded on the page https://www.ksei.co.id/data/download-data-and-user-guide, with reference to the KSEI Regulation.
c. The Company’s Shareholders who signed the power of attorney abroad, the pertaining power of attorney must be Apostilled/legalized by the Indonesian Embassy/Consulate General of the Republic of Indonesia in the local country;
d. The period of time for a Shareholder to declare his/her proxy and vote, make changes to the appointment of the Proxy and/or change the choice of votes for Meeting agenda, revoke the power of attorney, is from the date of the Invitation of Meeting until no later than 1 (one) business day prior to the Meeting date at 12.00 Western Indonesian Time;
e. The guidance for registration, use, and further explanation regarding eASY.KSEI is available on website https://akses.ksei.co.id/.
4. Shareholders (individual/legal entity)/Proxies who are physically present, are requested to bring the following documents:
a. For individual Shareholder, copy of personal identification (valid E-KTP or passport);
b. For legal entity Shareholder, copy of personal identification from the Director/authorized representative (valid E-KTP or passport), copy of Articles of Association and any amendments thereto, together with the latest composition of the management;
c. For Proxy, a valid power of attorney enclosed with a copy of respective personal identification (valid E-KTP or passport) of the authorizer and the proxy.
5. In accordance with Article 30 paragraph (3) POJK No. 15/2020, members of the Board of Directors, members of the Board of Commissioners, and employees of the Company may not act as the proxy based on electronic Power of Attorney.
6. In accordance with the provisions of Article 48 POJK No. 15/2020, the Shareholders of the Company are not entitled to grant power of attorney to more than one proxy for a portion of the total shares they own with a different vote, except:
a. Custodian Bank or Securities Company as Custodian representing its clients who own the shares of the Company;
b. Investment Managers who represent the interests of the Mutual Funds they manage.
7. Each shareholder/proxi has the right to attend and cast votes at the Meeting with due observance of the provisions stipulated in the Company Law, particularly Article 52 paragraph (1) and Article 85 paragraph (1).
8. Materials related to the Meeting and Annual Report are available on the Company's website from the date of the Invitation until the Meeting is held. The Company does not provide materials of the Meeting and Annual Report in the form of hardcopy during the Meeting event.
9. To facilitate the arrangement and orderly implementation of the Meeting, therefore the Shareholders/Proxies who intend to physically attend the Meeting must be at the Meeting venue no later than 09.30’ Western Indonesia Time.
Jakarta, 22 Mei / May 2025
PT ERA MANDIRI CEMERLANG Tbk
Board of Directors of the Company
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
Whereas in order to comply with the provisions of Article 52 paragraph (1) Financial Services Authority Regulation ("POJK") Number 15/POJK.04/2020 concerning the Plan and the Implementation of the General Meeting of Shareholders of Public Company ("POJK No. 15/2020"), the Board of Directors of PT ERA MANDIRI CEMERLANG Tbk (the "Company") hereby conveys the Invitation to the Shareholders of the Company to attend the Annual General Meeting of Shareholders (hereinafter referred to as "Meeting"), which will be held on:
Day / Date : Friday, 13 June 2025;
Time : 10.00 Western Indonesia Time - onwards;
Venue : Pinangsia Meeting Room, Mercure Jakarta Batavia
Jl. Kali Besar No. 44-46 Roa Malaka, West Jakarta 11230, Indonesia.
With the following agenda:
First Agenda:
Approval and ratification of the Annual Report for the financial year ended December 31, 2024, which consists of:
a. Report on the management of the Company by the Board of Directors and the Report on the supervision of the Company by the Board of Commissioners for the financial year ended on December 31, 2024;
b. Financial Statements and ratification of the balance sheet as well as the calculation of profit and loss for the financial year ended on December 31, 2024 as well as granting and release and full acquittal (acquit et de charge) to all members of the Board of Directors and members of the Board of Commissioners of the Company for the management and supervision actions they have taken for the financial year ended on December 31, 2024.
Explanation: the above agenda is in accordance with the provisions of (i) Article 66 paragraph (1) and Article 69 paragraph (1) of Law Number 40 of 2007 concerning Limited Liability Companies as partially amended by Law number 6 of 2023 concerning the Stipulation of Government Regulation in Lieu of Law number 2 of 2022 concerning Job Creation into Law (“Company Law”) and (ii) Article 41 paragraph (1) letter a Financial Services Authority Regulation Number 15/POJK.04/2020 concerning the Plan and the Implementation of the General Meeting of Shareholders of Public Company (“POJK No. 15/2020”).
Second Agenda:
Determination of the Company's profit and loss for the financial year ended on December 31, 2024.
Explanation: the above agenda is in accordance with the provisions of (i) Article 70 and Article 71 paragraph (1) of the Company Law and (ii) Article 41 paragraph (1) letter a POJK No. 15/2020.
Third Agenda:
Determination of the amount of salary and other benefits for members of the Board of Directors and members of the Board of Commissioners of the Company.
Explanation: the above agenda is in accordance with the provisions of (i) Article 96 and Article 113 of the Company Law and (ii) Article 41 paragraph (1) letter a POJK No. 15/2020.
Fourth Agenda:
Appointment of Public Accountant who will audit the Company's financial statements for the financial year ended on December 31, 2025.
Explanation: the above agenda is in accordance with the provisions of (i) Article 68 of the Company Law and (ii) Article 3 of POJK No. 9 of 2024 concerning the Use of Public Accountants and Public Accounting Firms in Financial Services Activities and (iii) Article 41 paragraph (1) letter a POJK No. 15/2020.
Notes:
1. In relation to the holding of the Meeting, the Company does not send a separate invitation to the Shareholders of the Company, therefore this Invitation is an official invitation for the Shareholders of the Company.
2. Shareholders who entitled to attend or be represented at the Meeting are Shareholders of the Company, both those whose shares are in the form of documents or those in Collective Custody, whose names are recorded in the Company’s Shareholders Register 1 (one) business day before the Invitation of the Meeting, namely on Wednesday, 21 May 2025, until 16.00 Western Indonesia Time.
3. The Meeting will be held as efficiently as possible without reducing the validity of the Meeting in accordance with the provisions of POJK No. 15/2020. The Shareholders who are unable to attend the Meeting can provide power of attorney to attend the Meeting, with the following conditions:
a. The format of the power of attorney can be downloaded on the Company's website as of the date of the invitation to the Meeting and the power of attorney must be filled in according to the instructions stipulated therein and submitted to the Board of Directors of the Company through PT ADIMITRA JASA KORPORA as the Company's Securities Administration Bureau (“BAE”), no later than before 16:00 WIB, on Thursday, 12 June 2025, namely 1 (one) business day before the Meeting is held;
b. The granting of power of attorney to BAE as the independent representative appointed by the Company, can be done by following the Attendance Procedures guide which can be downloaded on the page https://www.ksei.co.id/data/download-data-and-user-guide, with reference to the KSEI Regulation.
c. The Company’s Shareholders who signed the power of attorney abroad, the pertaining power of attorney must be Apostilled/legalized by the Indonesian Embassy/Consulate General of the Republic of Indonesia in the local country;
d. The period of time for a Shareholder to declare his/her proxy and vote, make changes to the appointment of the Proxy and/or change the choice of votes for Meeting agenda, revoke the power of attorney, is from the date of the Invitation of Meeting until no later than 1 (one) business day prior to the Meeting date at 12.00 Western Indonesian Time;
e. The guidance for registration, use, and further explanation regarding eASY.KSEI is available on website https://akses.ksei.co.id/.
4. Shareholders (individual/legal entity)/Proxies who are physically present, are requested to bring the following documents:
a. For individual Shareholder, copy of personal identification (valid E-KTP or passport);
b. For legal entity Shareholder, copy of personal identification from the Director/authorized representative (valid E-KTP or passport), copy of Articles of Association and any amendments thereto, together with the latest composition of the management;
c. For Proxy, a valid power of attorney enclosed with a copy of respective personal identification (valid E-KTP or passport) of the authorizer and the proxy.
5. In accordance with Article 30 paragraph (3) POJK No. 15/2020, members of the Board of Directors, members of the Board of Commissioners, and employees of the Company may not act as the proxy based on electronic Power of Attorney.
6. In accordance with the provisions of Article 48 POJK No. 15/2020, the Shareholders of the Company are not entitled to grant power of attorney to more than one proxy for a portion of the total shares they own with a different vote, except:
a. Custodian Bank or Securities Company as Custodian representing its clients who own the shares of the Company;
b. Investment Managers who represent the interests of the Mutual Funds they manage.
7. Each shareholder/proxi has the right to attend and cast votes at the Meeting with due observance of the provisions stipulated in the Company Law, particularly Article 52 paragraph (1) and Article 85 paragraph (1).
8. Materials related to the Meeting and Annual Report are available on the Company's website from the date of the Invitation until the Meeting is held. The Company does not provide materials of the Meeting and Annual Report in the form of hardcopy during the Meeting event.
9. To facilitate the arrangement and orderly implementation of the Meeting, therefore the Shareholders/Proxies who intend to physically attend the Meeting must be at the Meeting venue no later than 09.30’ Western Indonesia Time.
Jakarta, 22 Mei / May 2025
PT ERA MANDIRI CEMERLANG Tbk
Board of Directors of the Company
