INVITATION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS FINANCIAL YEAR 2022 PT PHAPROS Tbk

INVITATION OF THE
ANNUAL GENERAL MEETING OF SHAREHOLDERS FINANCIAL YEAR 2022
PT PHAPROS Tbk

Herewith the Board of Directors of PT Phapros Tbk (the “Company”), conveys the invitation to the Annual General Meeting of Shareholders Financial Year 2022 (hereinafter referred to as the “MEETING”) which will be held on:

Day/Date                                              :  Thursday, 8th of June 2023

Time                                                  :  10.00 WIB – closing

Venue                                                 :  Hotel Kartika Chandra, Kirana Ballroom 1st Floor

                                                         Jl. Jend. Gatot Subroto Kav. 18-20, Jakarta Selatan

The Agenda of The MEETING are as follows:

1. Approval of the Company's Annual Report including the Report on the Supervisory Duties of the Board of Commissioners for the Financial Year 2022, and Ratification of the Company's Consolidated Financial Statements, as well as granting settlement and discharge of responsibilities fully (volledig acquit et de charge) to the Board of Directors for the Company's management actions and the Board of Commissioners for the Company's supervisory actions that have been carried out during the Financial Year 2022.

Brief description:

The First Agenda is implemented in accordance with the provisions of: (i) Article 69 paragraph (1) of Law Number 40 of 2007 concerning Limited Liability Companies, as last amended by Law Number 6 of 2023 concerning the Enactment of Government Regulation in Lieu of Law Number 2 of 2022 concerning Job Creation into Law ("UUCK") ("UUPT"); and (ii) Article 22 paragraph (14) of the Articles of Association of the Company, which states that the approval of the Annual Report, including the approval of the annual Financial Statements and the Supervisory Board's Report, shall be determined by the General Meeting of Shareholders ("RUPS").

2. Approval on Utilization of the Company’s Net Profit for Financial Year of 2022.

.Brief description:

The Second Agenda is implemented in accordance with the provisions of: (i) Article 71 paragraph (1) of the UUCK; and (ii) Article 23 paragraph (2) of the Company's Articles of Association, which states that the Board of Directors shall submit a proposal for the utilization of the Company's net profit.

3. Determination of remuneration (Salary/Honorarium, Facilities and Allowances) for 2023 and Performance Incentives for the Financial Year 2022 for the Board of Directors and Board of Commissioners of the Company.

Brief description:

The Third Agenda is implemented in accordance with the provisions of: (i) Article 96 paragraph (1) and Article 113 of the UUCK; and (ii) Article 15 paragraph (9) and Article 19 paragraph (6) of the Company's Articles of Association, which states that the salaries/honorariums, allowances, and facilities for the Board of Commissioners and Board of Directors of the Company, as well as bonuses, must be determined by the General Meeting of Shareholders (RUPS), and the RUPS may delegate the authority for determination to the Board of Commissioners..

4. Appointment of a Public Accounting (AP) and/or Public Accounting Firm (KAP) to audit the Company's Financial Statements and the Report for the Financial Year 2023.

Brief description:

The Fourth Agenda is implemented in accordance with the provisions of: (i) Article 59 paragraph (1) of the Financial Services Authority Regulation Number 15/POJK.04/2020 concerning the Planning and Implementation of General Meetings of Shareholders of Public Companies; and (ii) Article 11 paragraph (3.c) of the Company's Articles of Association, which states that the appointment and dismissal of Public Accountants and/or Public Accounting Firms that will provide auditing services for the annual historical financial information must be decided in the General Meeting of Shareholders, taking into account the proposal of the Board of Commissioners. In the event that the General Meeting of Shareholders is unable to make a decision on the appointment of a Public Accountant, it may delegate such authority to the Board of Commissioners.

5. Changes to the Management of the Company.

Brief description:

The Fifth Agenda is implemented in accordance with the provisions of: (i) Financial Services Authority Regulation Number 33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Issuers or Public Companies; (ii) Article 94 paragraph (5) in conjunction with Article 111 paragraph (5) of the UUCK; and (iii) Article 15 paragraph (3.a) in conjunction with Article 19 paragraph (4.a) of the Company's Articles of Association, which states that the Board of Directors and Board of Commissioners are appointed and dismissed by the General Meeting of Shareholders (RUPS).