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PT Astra Graphia Tbk : Notice of AGMS and EGMS 2025

PT Astra Graphia Tbk : Notice of AGMS and EGMS

Pt Astra Graphia TbkMarch 27, 20253
PT Astra Graphia Tbk : Notice of AGMS and EGMS 2025

About this update from Pt Astra Graphia Tbk

PT ASTRA GRAPHIA Tbk NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS AND THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDES 2025 The Board of Directors of PT Astra Graphia Tbk (the " Company "), hereby gives Notice of the Annual General Meeting of Shareholders (" AGMS ") and the Extraordinary General Meeting of Shareholders (" EGMS ') (the " Meeting ") to all shareholders of the Company, which may be attended physically and electronically on: Day/Date : Monday, 28 th April 2025 Time : 02:00 p.m - 03:30 p.m Western Indonesian Time Venue : Catur Dharma Hall, Menara Astra 5 th floor Jalan Jenderal Sudirman Kav.5-6 Central Jakarta, 10220 Electronic Attendance : Using the Electronic General Meeting System KSEI ("eASY.KSEI") Facility Meeting Agenda of AGMS 1. Approval of the 2024 Annual Report, including Ratification of the Oversight Duties Report of the Board of Commissioners of the Company and Ratification of the Consolidated Financial Statements of the Company for Financial Year 2024. 2. Determination on the Appropriation of the Company's Net Profit for Financial Year 2024. 3. Appointment of the Public Accountant Firm and Public Accountant to Conduct an Audit of the Company's Financial Statements for Financial Year 2025. 4. Determination on the Salary and Benefits of the Board of Directors and Determination on the Honorarium and/or Benefit of the Board of Commissioners of the Company. Meeting Agenda of EGMS 1. Approval of the amendment of Articles of Association of the Company, including discussion on the feasibility study of the additional business activities of the Company Explanation of Meeting Agenda of AGMS All the agenda of the AGMS are the agenda that are regularly held in the Annual General Meeting of Shareholders of the Company as required by and conducted in accordance with the provisions of Law Number 40 Year 2007 regarding Limited Liability Company as amended ( " UUPT " ) and Articles of Association of the Company ( " AD " ). Explanation of Meeting Agenda of EGMS The first agenda of the EGMS item is the amendment to Article 3 of the Company's Articles of Association ("AOA") regarding the Purpose and Objectives and Business Activities ("AOA Amendment"). The Company plans to carry out additional business activities and for this purpose, the Company is required to amend the Articles of Association and obtain the approval of the Meeting pursuant to Law No. 40 of 2007 on Limited Liability Companies as amended (" UUPT " ). In this agenda, the Meeting will also discuss the feasibility study on the additional business activities, which has been prepared by an independent appraiser. Disclosures of information regarding the plan for additional business activities, including a summary report of the feasibility study, is available on the Company's website ( www.astragraphia.co.id ). Quorum of Presence and Decision of AGMS The quorum of attendance for all of the agenda of the Meeting is valid if attended by shareholders or their proxies for more than ½ (one half) of the total number of shares with voting rights that have been issued by the Company. Resolutions of the Meeting are taken by deliberation to reach consensus. If the deliberation to reach a consensus cannot be reached, then voting will be made with a valid decision if agreed by more than ½ (one half) of the total number of shares with valid voting rights who are present and or represented at the Meeting. Quorum of Presence and Decision of EGMS The quorum for all agenda items of the Extraordinary GMS shall be valid if attended by shareholders or their proxies of more than 2/3 (two-thirds) of the total number of shares with voting rights issued by the Company. Resolutions of the Extraordinary EGMS shall be adopted by deliberation to reach a consensus. In the event that deliberation to reach a consensus is not achieved, then a vote is conducted with a valid decision if approved by more than 2/3 (two-thirds) of the total number of shares with valid votes present or represented at the meeting. Notes : I. General requirements 1. This Notice shall serve as the official invitation to the shareholders of the Company. 2. The softcopy of the 2024 Annual Report of the Company, Meeting Materials as well as other information regarding to the Meeting, are available on the Company's website ( https://www.astragraphia.co.id ) . In addition, the shareholders of the Company may also obtain hardcopy of the documents, from the date of this Notice until Friday, 25 th April 2025 by 09:00 a.m. Western Indonesian Time, by submitting a written request to the Company through email [email protected] . 3. With reference to the Announcement of th Meeting, which was published on 12 th March 2025, the shareholders who are entitled to attend or be represented at the Meeting are only shareholders whose names are registered in the Register of Shareholders of the Company on Wednesday, 26 th March 2025 at 04:00 p.m Western Indonesian Time. 4. One share will give the owner 1 (one) voting rights. If a shareholder holds more than 1 (one) share, the votes cast are effective for all shares which he/she owns. 5. Shareholders may participate in the through the following mechanism: a. Attend physically; or b. Attend electronically through the eASY.KSEI facility (for Indonesian citizen individual shareholders) 6. Shareholders who are unable to attend the Meeting may: a. Grant power of attorney electronically (" E-Proxy ") through the eASY.KSEI facility to an independent party appointed by the Company ( PT Raya Saham Registra (" Registra "), as the Company's Securities Administration Bureau), for individual Indonesian citizens' shareholders; or b. Grant a written power of attorney to their attorneys, for other shareholders. II. Shareholders Attendance Electronically and E-Proxy 1. The shareholders who can (i) attend the Meeting electronically or (ii) grant E-Proxy are Indonesian citizen individual shareholders who: a. H ave Single Identification Number (SID). Information on shareholder's SID may be obtained by contacting the securities company or custodian bank of respective shareholder; and b. Have already registered/activated his/her eASY.KSEI account though https://akses.ksei.co.id . The Registration guideline may be accessed here (" Registered Shareholders "). 2. The Shareholders Electronic Attendance a. The Registered Shareholders who intend to attend the Meeting electronically and cast vote electronically, must: (i) submit (a) an electronic attendance declaration, and (b) his/her vote electronically related to the agenda of the Meeting from the date of this Notice until Friday, 25 th April 2025 at 12.00 p.m Western Indonesian Time through the eASY.KSEI facility ( https://easy.ksei.co.id/egken/ ) ; or (ii) register their attendance electronically at the date of Meeting on Monday, 28 th April 2025 from 12:30 p.m until 01:30 p.m Western Indonesian Time and vote directly (live e-voting) through the eASY.KSEI facility while the Meeting is in progress. b. The Company provided E-Voting Guidelines to the Registered Shareholders which can be accessed here . c. Delay, failure or negligence in following the above provisions and the eASY.KSEI guidelines issued by PT Kustodian Sentral Efek Indonesia ("KSEI"), for any reason, will result in the Registered Shareholders not being able to attend the Meeting electronically so they will not be counted in the attendance quorum and/or unable to vote electronically. d. The Registered Shareholders are also able to view the progress of the Meeting through Zoom webinar by accessing AKSes.KSEI facility ( https://akses.ksei.co.id/ ) ("AKSes.KSEI") or the ' Tayangan RUPS' feature on the AKSes Mobile KSEI. Guidelines on Zoom webinar AKSes.KSEI for Registered Shareholders who wish to attend electronically can be accessed on https://akses.ksei.co.id/panduan . 3. Granting an E-Proxy to the Independent Party Appointed by the Company a. The Company has appointed the Company's Securities Administration Bureau, PT Raya Saham Registra (" Registra "), as an independent party representing the shareholders to attend and vote at the Meeting. b. Registered Shareholders who will grant an E-Proxy to Registra must submit their power of attorney and cast vote from the date of this Notice until no later than Friday, 25 th March 2025 at 12.00 p.m Western Indonesian Time. Registered Shareholders can make changes to the appointment of a proxy and/or vote for each agenda item of the Meeting or revoke their power of attorney within that period. c. The Company provided the guidance in granting power attorney, which can be accessed here . III. Physical Attendance of Shareholders or Their Attorneys 1. To ensure that the Meeting is carried out in an orderly, efficient and timely manner, shareholders or their attorneys who will attend physically are kindly requested to arrive at the venue of Meeting at the latest by 12:30 p.m Western Indonesian Time for registration process. The registration process will be closed at 01:30 p.m. Western Indonesian Time . Shareholder or their proxies who attended afterward are not allowed to attend the Meeting. 2. Shareholder or their proxies who will attend the physical Meeting are required to show their National Identity Card ( " KTP " ) or other valid identification and submit the copy of such identification to the registration officer before entering the Meeting room. 3. For the Shareholder in form of legal entity must submit copy of their latest Articles of Association as well as the notarial deed of the appointment of Board of Directors and Board of Commissioners or the last management during the meeting, to registry officials at the registration officer before entering the Meeting room. 4. Shareholders whose shares are deposited at the collective depository of KSEI, or their attorneys, are required to submit their Written Confirmation to Attend Meeting ( " KTUR " ) to the registration officer. 5. Shareholders or their proxies who physically attend the Meeting are obliged to follow the proceedings of the Meeting in an orderly manner. The Chairman of the Meeting has the right to take necessary actions to ensure an orderly Meeting, including but not limited to prohibiting disruptive Shareholders or their proxies from attending or being in the Meeting room. IV. Granting a Written Power of Attorney 1. Shareholders may be represented by their attorneys based on a power of attorney in the form and substance satisfactory to the Board of Directors of the Company. The members of the Board of Directors, Board of Commissioners and employees of the Company may act as attorney of a shareholder in the Meeting but are not eligible to cast any vote. The power of attorney(s) of shareholders, whose address are registered outside of the territory of Republic of Indonesia, must be legalized by a local notary/other authorized institution(s) and: a. legalized by local Indonesian Embassy/Representative; or b. for shareholders whose addresses are registered in countries that have ratified the Convention on the Abolition of Requirements for the Legalization of Foreign Public Documents, obtain an Apostille certificate from the competent authorities of such country. 2. Form of power of attorney can be obtain during working hours at the Company's Share Administration Bureau, Registra , through email [email protected] , telephone number: (+62 21) 2525666, facsimile number: (+62 21) 2525028; or the Company's Corporate Secretary through email [email protected] . 3. The original of duly signed power of attorney, which has complied with the requirement as mentioned in point 1 above, must be received by Registra or Corporate Legal of the Company at the latest on Friday, 25 th April 2025 at 12.00 p.m Western Indonesian Time. Jakarta, 27 th March 2025 Board of Directors of the Company

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