1. Approval on the Company’s Annual Report presented by the Board of Directors including Supervisory Report presented by the Board of Commissioners and the ratification on the Annual Financial Statements for the book year that ended on the date of 31 December 2021, and to give the full release and discharge (acquit et de charge) in favour of all members of the Board of Directors and Board of Commissioners of the Company for all actions and supervisions performed during the book year that ended on the date of 31 December 2021.
Pursuant to (i) provisions of Article 66, Article 67, Article 68, Article 69 and Article 78 of the Law No. 40 of 2007 regarding Limited Liability Company (the “Company Law”), and (ii) provisions of Article 9 and Article 20 of the Articles of Association of the Company regulate that Annual Report and Supervisory Duties Report of the Board of Commissioners shall require approval from the GMS and the Annual Financial Statements of the Company shall require ratification from the GMS.

2. Determination on utilization of the Company’s profit from the book year that ended on the date of 31 December 2021.
Pursuant to (i) provisions of Article 70 in conjunction of Article 71 of the Company Law, and (ii) provision of Article 9 of the Articles of Association of the Company regulate the utilization of the Company’s profit and/or utilization of Company’s profit which has not been determined shall be decided at the GMS.

3. Approval on granting and delegation of authority in favour of the Board of Commissioners to stipulate the remuneration package including allowances, bonus and facilities to be granted in favour of the Board of Commissioners and Board of Directors for the book year that ended on the date of 31 December 2022.
Pursuant to (i) provisions of Article 96 and Article 113 of the Company Law, and (ii) provisions of Article 9, Article 14 and Article 17 of Articles of Association of the Company regulate the revenues and facilities to be granted in favour of the Board of Directors and the Board of Commissioners shall be decided at the GMS.

4. 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 2022, and the delegation of authority in favour of the Board of Directors to stipulate the honorarium of the Public Accountant.
Pursuant to (i) provision of Article 59 paragraph (1) of the Regulation of Financial Services Authority No. 15/POJK.04/2020 regarding the Plan and Implementation of General Meeting of Shareholders of a Public Listed Company, (ii) provision of Article 13 paragraphs (1) and (2) of the Regulation of Financial Services Authority No. 13/POJK.03/2017 regarding the Appointment of Public Accountant and Auditing Firm in Financial Services Activities, and (iii) provision of Article 9 of the Articles of Association of the Company regulate the appointment of public accountant and delegation of authority for appointing the public accountant shall be decided at the GMS.
 

Extraordinary General Meeting of Shareholders 
 

5. Reinstatement of delegation of authority granted in favour of the Board of Commissioners in relation to the Capital Addition Without Pre-Emptive Rights for the purpose of Management and Employees Shares Ownership Program as had been ratified by the Extraordinary General Meeting of Shareholders dated 24 April 2019.

The Company intends to reinstate and reaffirm the resolution of the Extraordinary General Meeting of Shareholders dated 24 April 2019 concerning the issuance and exercise stages of the Capital Addition Without Pre-Emptive Rights for the purpose of Management and Employees Shares Ownership Program including the delegation of authorities in favour of the Board of Commissioners in compliance with provisions of Articles 41 paragraphs (1) and (2) of the Company Law.
 

6. Reinstatement of approval for securing, guaranteeing or placing securities over, either partial or all of the assets of the Company in favour of its Creditor, including but not limited to (i) right of mortgage to the Company’s properties, (ii) fiduciary security of all inventories, bank account, and insurance coverage of the Company, (iii) any other form of collateral or security concerning any other assets, either movable or fixed assets, for the purpose of financing or obtaining loan or financing from a third party which is granted to or obtained by the Company, either at the present or in the future, as regulated under Article 102 of the Law of the Republic of Indonesia No. 40 of 2007 concerning Limited Liability Company, in the amount, terms and provisions to be accepted by Board of Directors of the Company, in consideration to the Capital Market laws and regulations as had been ratified by the Extraordinary General Meeting of Shareholders dated 19 November 2020.
The Company intends to reinstate and reaffirm the resolution of the Extraordinary General Meeting of Shareholders dated 19 November 2020 concerning proposed plan for securing, guaranteeing or placing securities over more than 50% (fifty percent) of the Company’s existing and/or future assets and properties, either within single or multiple transactions, in favour of the Company’s creditors including the delegation of authorities in favour of the Board of Directors in compliance with provisions of Articles 102 paragraphs (1) and (2) of the Company Law.

The Company shall publish the material for 2021 Public Expose through Indonesian Stock Exchange and the Company’s website at the latest on Monday dated 22 November 2021.

 

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 POJK 15/2020, 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 26 April 2022 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 corsec@sarimelatikencana.co.id at the latest on Monday, dated 16 May 2022 at 17.00 WIB with the formats and procedures downloadble from the Company’s website (www.sarimelatikencana.co.id).

 

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 Law No. 1 of 2020 concerning State Financial And The Stability Of The Financial System Policies For The Mitigation Of Coronavirus Disease 2019 (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 as the Law; 

(B) Regulation of the Ministry of Health of the Republic of Indonesia No. 9 of 2020 concerning Guideline for Large Scale Social Restriction for the Purpose of Accelerating the Mitigation of 2019 Corona Virus Disease (Covid-19);

(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 Corona Virus Disease 2019 (Covid-19); and

(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, which would be available at the latest within 1 (one) business day prior to the date of the GMS.

 

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.