ANNOUNCEMENT OF INVITATION FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Reference is made to the Announcement of Invitation for Annual and Extraordinary General Meeting of Shareholders dated 14 April 2021 (“GMS”), The Board of Directors of PT Sarimelati Kencana Tbk. (the “Company”) having domicile in Jakarta, hereby amend and reinvite the Shareholders of the Company to attend the Annual and Extraordinary General Meeting of Shareholders, which shall be held on:
Day/Date : Thursday / 13 January 2022
Time : 13.00 – completion
Venue : Graha Mustika Ratu – 12th Floor
Jl. Jend. Gatot Subroto Kav. 74-75, Pancoran Jakarta Selatan 12870
Extraordinary General Meeting of Shareholders
1. Approval on changes to the management structure of the Company. Pursuant to (i) provisions of Article 94 and Article 111 of the Company Law, and (ii) provisions of Article 14 and Article 17 of Articles of Association of the Company regulate the appointment, replacement and dismissal of the member of Board of Directors and member of Board of Commissioners shall be decided at the General Meeting of Shareholders.
2. Approval on proposed plan of alteration to the Company’s business activities in compliance with the 2020 Indonesian Standard Industrial Classification in the form of addition of new business activity of Web Portals and/or Digital Platforms with Commercial Purposes. The Company intends to perform alteration to its business activities by adding new business of Web Portals and/or Digital Platforms with Commercial Purposes for the purpose of compliance with the Regulation of Ministry of Trading No. 50 of 2020 concerning Provisions on Business Permits, Advertising, Guidance and Supervision of Business Players of Trading through Electronic System and the promulgation of the 2020 Indonesian Standard Industrial Classification.
GENERAL RULES OF GMS
1. The Company shall not deliver separated invitation to each of the Shareholders in compliance with provision of Article 10 paragraph (17) of the Articles of Association of the Company and Article 52 paragraph (1) of the Regulation of Financial Services Authority No. 015/POJK.04/2020 concerning Plan and Performance of General Meeting of Shareholders of a Public Listed Company, and this invitation shall serve as official invitation delivered to the Shareholders.
2. The Shareholders who shall be eligible to attend the GMS shall be the Shareholders whose name are recorded at the Registrar of Shareholders of the Company, or the owners of securities accounts at the Collective Depository of PT Kustodian Sentral Efek Indonesia (the “KSEI”) on Tuesday, dated 21 December 2021 at 16.15 WIB (recording date).
3. As part of supporting the program applied by the Government of the Republic of Indonesia and for the purpose of anticipating and preventing the spread of Covid-19 Virus, the Company shall facilitate the performance of GMS as follows:
a. Mechanism of Electronic Power of Attorney
The Company hereby request before the Shareholders whose shares are being registered under the Collective Depository at KSEI to authorize electronic power of attorney (“e-Proxy”) in favour of each of the representatives appointed by PT Datindo Entrycom, in its capacity as the Company’s Securities Administration Bureau, through the eASY.KSEI facility as accessible from the Securities/Access Ownership Reference Website of KSEI (https://akses.ksei.co.id/) with conditions as follows:
- The granting of electronic power of attorney / e-Proxy shall comply with the procedures, terms and conditions determined by KSEI;
- Specifically for Shareholders who have granted e-Proxy, shall be entitled to submit questions or opinions concerning any Agenda of the GMS by sending email to email@example.com at the latest on Friday, dated 7 January 2022 at 17.00 WIB with the formats and procedures downloadable from the Company’s website (www.sarimelatikencana.co.id).
Approval on granting and delegation of authority in favour of the Board of Commissioners to appoint Public Accountant in order to perform examination and audit to the historical financial statement for the book year that ended on the date of 31 December 2021, and the delegation of authority in favour of the Board of Directors to stipulate the honorarium of the Public Accountant.
b. Mechanism of Medical Protocol
The Shareholders or the proxy of Shareholders who shall attend the GMS shall be obligated to comply and fulfill all medical protocol, policy and other terms as applicable at the venue of the GMS, either implemented by the Company or the building management of the venue of the GMS.
4. Based on considerations to provisions governed under :
A) Law of the Republic of Indonesia No. 2 of 2020 concerning Stipulation of Government Regulation In Lieu of the Law of the Republic of Indonesia No. 1 of 2020 concerning State Financial and The Stability of The Financial System Policies for The Mitigation of 2019 Corona Virus Disease (Covid-19) Pandemic and/or To Deal With Threats That Are Potentially Harmful To The National Economy and/or The Stability of The Financial System to be Law;
(B) Instruction of the Ministry of Domestic Affairs concerning Implementation on Community Activities Restrictions of 2019 Corona Virus Disease on Java and Bali Region;
(C) Regulation of the Governor of Special Capital Region of Jakarta No. 3 of 2021 concerning Implementation of Provincial Regulation No. 2 of 2020 concerning Mitigation of 2019 Corona Virus Disease (Covid-19);
(D) Decree of the Governor of Special Capital Region of Jakarta concerning Implementation on Community Activities Restrictions of 2019 Corona Virus Disease.
it is hereby informed the considerations, as follows:
a. the Company shall comply with and implement the provisions regulated by the Governor of DKI Jakarta Province relating to the Implementation of Community Activities Restrictions which is legally valid and enforced on the Performance Date of the GMS;
b. the Company hereby requests full cooperation from Shareholders to prioritize the granting of electronic power of attorney which is being facilitated by KSEI and minimize the physical attendance at the GMS;
c. the Company shall not provide any lunch meals, beverages or snacks during the performance of the GMS; and
d. the Company shall not distribute souvenir or gifts on any form to Shareholders or proxy of Shareholders who are attending the GMS.
5. The Shareholders or the proxy of Shareholders who shall attend the GMS shall be required to provide copy of Citizen Identity Card or other form of identity document before entering into the GMS. The Shareholders which is in the form of Legal Entity shall be required to provide copy of its latest Articles of Association and document evidencing the latest management structure (Board of Directors and Board of Commissioners). Any Shareholders who shares are being placed at the collective depository with KSEI shall be required to bring Written Confirmation for Attending Meeting that can be obtained from the office of Securities Company or Custodian Bank wherein the Shareholders opens its securities account during working hours.
6. The materials for every Agendas to be presented before the GMS shall be available at the Company’s website (www.sarimelatikencana.co.id) and can be obtained from the Head Office of the Company with the address of PT Sarimelati Kencana Tbk., Graha Mustika Ratu, 8th Fl, Jl. Jend. Gatot Subroto Kav. 74-75, Jakarta Selatan 12950, Phone (+62-21) 830 6789 and Facsimile (+62-21) 830 6790 during working hours, provided that it has been requested in writing from the Shareholders, except for the agenda for changes to the management structure of the Company.
7. For the purpose of securing the schedule and order of the GMS, the Shareholders or its proxy is hereby expected to have arrived at the location of the GMS and requested to complete the registration process at the latest within 30 (thirty) minutes prior to the opening of the GMS.
Jakarta, 22 December 2021
PT Sarimelati Kencana Tbk.
Board of Directors