Power of Attorney for Extraordinary & Annual General Meeting of Shareholders

In Indonesia, the right to vote at a General Meeting of Shareholders (Rapat Umum Pemegang Saham RUPS) can be exercised directly or through a duly signed Power of Attorney (Surat Kuasa). Whether the meeting is extraordinary (Luar Biasa) or annual (Tahunan), the attorney must meet specific legal requirements to be valid and enforceable.

Why Use a Power of Attorney?

• Convenience Shareholders who cannot attend in person can still participate in the decisionmaking process.
• Flexibility A single POA can cover multiple agenda items, or a separate POA can be used for each resolution.
• Legal Compliance The Companies Law (UU No. 40/2007) and its implementing regulations prescribe the form and content of a valid POA.

Key Legal Provisions

Relevant statutes include:

• Law No. 40/2007 on Limited Liability Companies Articles 7479 regulate shareholders rights and the conduct of RUPS.
• Government Regulation No. 45/2008 Provides detailed procedures for convening and holding RUPS.
• Notarial Law Requires that a POA for RUPS be executed before a notary public, unless the Articles of Association allow otherwise.

Essential Elements of a Valid POA

A power of attorney for RUPS must contain the following information:

Form of the Power of Attorney

There are three commonly used formats:

1. Standard Notarial POA Drafted and signed before a notary; the most widely accepted form.
2. Corporate Resolution POA Used when a corporation appoints a representative; must be accompanied by a board resolution.
3. Simple Written POA Allowed only if the companys Articles of Association expressly permit nonnotarial POAs; must still be signed and dated.

Steps to Prepare and Use a POA

1. Verify the Companys Articles of Association

Some companies restrict who may act as attorney or require a specific format. Review the articles before drafting.

2. Draft the POA

Include all mandatory elements. Use clear language for voting instructions to avoid ambiguity.

3. Choose the Execution Method

Notarized: Visit a notary with your identity documents. The notary will read the document, confirm your identity, and affix a stamp.

Nonnotarized (if permitted): Sign in the presence of two witnesses. Ensure the witnesses are competent adults and not parties to the meeting.

4. Submit the POA to the Company

Send the original POA (or a notarized copy) to the companys secretariat before the deadline specified in the meeting notice, usually at least 7 days prior.

5. Attend the Meeting (or Have the Attorney Attend)

The attorney presents the POA, signs the attendance list, and votes according to the instructions.

Common Mistakes to Avoid

• Leaving the voting instruction blank leads to discretionary voting by the attorney.
• Using an outdated identity number or address may cause the POA to be rejected.
• Submitting after the deadline the POA will be considered invalid for that meeting.
• Failing to follow the companys specific format some companies require a particular template.

Sample Power of Attorney (English Version)

POWER OF ATTORNEYFOR THE [EXTRAORDINARY/ANNUAL] GENERAL MEETING OF SHAREHOLDERSI, ______________________ (Name), holder of Identity Card No. __________,resident at _______________________________, holder of ___ shares (____% of totalcapital) of PT ____________ (Company Name), hereby appointMr./Ms. ______________________ (Name), holder of Identity Card No. __________,resident at _______________________________, as my true and lawful attorney(Attorney) for the purpose of attending and voting at the[Extraordinary/Annual] General Meeting of Shareholders of PT ____________to be held on ____________ at ____________ (venue).The Attorney is expressly authorized to:1. Cast votes on all agenda items as directed below;2. Propose, reject, or amend resolutions in accordance with my instructions;3. Sign any minutes, attendance sheets, or other documents required by the Company.Voting Instructions:- Item 1  Approve the amendment to the Articles of Association:  ____ For ____ Against ____ Abstain- Item 2  Election of Directors:  ____ For ____ Against ____ Abstain- Item 3  Distribution of profit:  ____ For ____ Against ____ Abstain(Continue for each item.)This Power of Attorney is effective from the date signed below and shallremain valid until the conclusion of the abovementioned meeting.Date: ________________________________________Grantors Signature___________________________Notary Public (if notarized)Witnesses (if not notarized):1. ______________________2. ______________________    

Conclusion

Using a properly drafted Power of Attorney enables shareholders to protect their rights and influence corporate decisions even when they cannot be physically present. Adhering to the statutory requirements, respecting companyspecific rules, and providing clear voting instructions are the keys to a valid and effective POA for both extraordinary and annual general meetings.

For complex situationssuch as multiple shareholders pooling votes, crossborder shareholders, or POAs for proxy voting in electronic meetingsconsult a legal professional familiar with Indonesian corporate law.

For more information, you may refer to the Financial Services Authority (OJK) website or the official portal of the Ministry of Law and Human Rights.