RULES OF CONDUCT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF PT KING TIRE INDONESIA Tbk (“Perseroan”) SERANG, 14 JULY 2023
- This meeting is the Company’s Annual General Meeting of Shareholders and Extraordinary General Meeting of Shareholders, hereinafter referred to as the “Meeting”.
- Meeting participants:
- Meeting Participants are shareholders whose names are registered in the Company’s Register of Shareholders on June 21, 2023 at 16.00 WIB, or their legal proxies who attend the Meeting. The Chairperson of the Meeting has the right to ask the shareholders or their valid proxies and/or invitees to prove their authority in order to attend the Meeting.
- Only shareholders or their proxies, as evidenced by a valid power of attorney, have the right to submit opinions, questions and vote in relation to the agenda discussed at the Meeting.
- Shareholders who attend the Meeting with the following mechanism:
- Physically or
- Electronically through the eASY.KSEI application.
- Invitees are visitors to the Meeting who are not shareholders of the Company, who attend at the invitation of the Board of Directors of the Company and do not have the right to express opinions, ask questions and vote at the Meeting.
- Meeting Leader:
- In accordance with Article 37 of the Financial Services Authority Regulation 15/POJK.04/2020 concerning the Plan and Implementation of a General Meeting of Shareholders of a Public Company (“POJK 15/2020”) and Article 22 paragraph 1 of the Company’s Articles of Association, the meeting is chaired by a member of the Board of Commissioners who appointed by the Board of Commissioners of the Company.
- The Chairman of the Meeting is responsible for the smooth running of the Meeting.
- The Chairperson of the Meeting has the right to take steps deemed necessary so that the Meeting can run smoothly and in an orderly manner so that it can fulfill its objectives.
- The meeting was held in Indonesian.
- Presence Quorum
- What can be discussed and made decisions at the Meeting are only matters listed in the agenda of the Meeting as contained in the summons for the Meeting.
- The applicable attendance quorum provisions are as follows:
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- Meeting attendance quorum is only counted once, which is just before the start of the Meeting.
- Pursuant to the provisions of Article 23 paragraph 1 letter a point (i) of the Company’s Articles of Association, the Annual General Meeting of Shareholders can be held if it is attended by shareholders or their legal proxies representing more than 1/2 (one half) of the total shares with valid voting rights that have been issued by the Company.
- Pursuant to the provisions of Article 23 paragraph 1 letter b point (i) juncto Article 23 paragraph 1 letter a of the Company’s Articles of Association, an Extraordinary General Meeting of Shareholders can be held if it is attended by shareholders or their legal proxies representing at least 2/3 (two per third) of the total number of shares with valid voting rights issued by the Company.
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- Decision Quorum
In accordance with the provisions of Article 23 paragraph 8 of the Company’s Articles of Association, the decisions of the Meeting will be taken based on deliberation to reach a consensus, in the event that a decision based on deliberation to reach a consensus is not reached, then the decision is taken by voting, with the following provisions:
Annual General Meeting of Shareholders :
In accordance with the provisions of Article 23 paragraph 1 letter a point (i) of the Company’s Articles of Association, decisions will be taken by voting based on affirmative votes of more than 1/2 of the total votes legally cast at the Meeting.
Extraordinary General Meeting of Shareholders:
In accordance with the provisions of Article 23 paragraph 1 letter b point (i) juncto Article 23 paragraph 1 letter a of the Company’s Articles of Association, decisions will be taken by voting based on affirmative votes of more than 1/2 of the total votes legally cast at the Meeting.
- Questions and Answers in Meetings
- In each Meeting Agenda, opportunities are given for questions and answers, for shareholders who are physically present in the Meeting room or shareholders who are present electronically through the KSEI application.
- Questions can only be asked by the shareholders or their legal proxy at the appointed time after the completion of the presentation of the Meeting Agenda and before voting is carried out. The questions asked must be directly related to the Agenda being discussed.
- Before submitting questions or opinions, shareholders or their proxies are asked to write down their names and the number of shares they own or represent.
- Questions and/or opinions submitted are made in writing both for shareholders who are directly present in the Meeting room or who are present electronically through the KSEI application.
- Shareholders or their proxies who are directly present in the meeting room can write questions and/or opinions on the paper provided, after which they are given to the chairperson of the meeting by the officer.
- Shareholders or shareholder proxies who attend electronically through the KSEI application can write questions and/or opinions by using the chat feature in the “Electronic Opinions” column available on the E-Meeting Hall screen in the eASY.KSEI application.
- The Board of Directors or Board of Commissioners will provide answers or responses to each of the questions and/or opinions submitted in writing and in this case may ask other competent parties to provide answers or responses. In this case there are still questions that have not been answered in the Meeting, which can be answered by the Company separately outside the Meeting.
- Voting Rights
- Each share entitles its holder to cast 1 (one) vote. If a shareholder or shareholder’s legal proxy owns or represents more than 1 (one) share, then the person concerned can only cast 1 (one) vote and is deemed to have represented the shares owned or represented by each shareholder.
- Decision making is carried out by way of deliberation to reach a consensus, if there are shareholders or their proxies who disagree, then the decision will be taken by voting.
- Voting process:
- Shareholders or their proxies who are physically present in the meeting room are raised by raising their hands with the following procedure:
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- First, those who voted against were asked to raise their hands;
- Second, those who vote blank (abstain) will be asked to raise their hands;
- Third, those who do not raise their hands in the first and second stages are deemed to agree with the proposal.
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- For shareholders or their proxies who attend electronically through the KSEI application on the E-Meeting Hall menu, Live Broadcasting sub menu
- Shareholders or their proxies may vote for each item on the agenda of the Meeting when making a declaration of attendance no later than 12.00 WIB on 1 (one) working day prior to the date of the Meeting.
- Shareholders or their proxies who have not cast their vote on the agenda of the Meeting can submit their vote choices during the voting period through the E-Meeting Hall screen in the KSEI application opened by the company.
- If the shareholders or their proxies during the electronic voting process do not vote for a particular agenda item, then it will be deemed to have voted “Abstain” for the agenda item in question.
- For shareholders or their proxies who attend electronically through the KSEI application on the E-Meeting Hall menu, Live Broadcasting sub menu
The Chairman of the Meeting will ask the Notary, assisted by the BAE and the Corporate Secretary, to use the eASY.KSEI application to count the votes and announce the voting results.
- For shareholders or their proxies who come after the registration has been closed by the Securities Administration Bureau, even though the Meeting has not yet been opened, the Shareholders or their Proxies are not entitled to ask questions and cannot cast their votes.
- Shareholders or their proxies who will still be physically present at the Meeting, must follow and pass the health and safety protocols that will be enforced by the Company, including the following:
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- Wear a mask while in the meeting area and place.
- Use the Hand Sanitizer provided before entering the Meeting room.
- Shareholders or their proxies must follow the directions of the Meeting committee in implementing the physical distancing policy while in the building where the Meeting is being held.
- In the event that the Shareholders or their proxies do not pass the safety and health protocol as mentioned above, the Shareholders are asked to give power of attorney to an independent party appointed by the Company (BAE Representative) or another party appointed by the Shareholders, by filling out and signing power of attorney formula provided by the Company at the meeting location.
- Souvenirs will not be provided for this Meeting.
- During the course of the Meeting, Meeting participants and Invitees are not allowed to take photos, record sound, and record images without prior approval from the Company.
- This code of conduct is made by taking into account the provisions of the Company’s Articles of Association and other applicable regulations. Matters that occur during the Meeting which have not been regulated in these Rules, will be determined by the Chairman of the Meeting with due observance of the Company’s Articles of Association and the provisions of the relevant regulations that apply.