ANNOUNCEMENT OF INVITATION FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

ANNOUNCEMENT OF INVITATION FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

26, May 2020

 The Board of Directors of PT Sarimelati Kencana Tbk. (the “Company”) having domicile in Jakarta, hereby invite the Shareholders of the Company to attend the Annual General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders (jointly the “GMS”) which shall be held on:

 

                  Day/Date : Wednesday / 17 June 2020

                  Time        : 12.00 – completion

                  Venue      : Graha Mustika Ratu – Penthouse Floor

                                     Jl. Jend. Gatot Subroto Kav. 74-75, Pancoran 

                                     Jakarta Selatan 12870

 

 

Annual General Meeting of Shareholders

  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 2019, 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 2019. 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 the utilization of the Company’s net profit from the book year that ended on the date of 31 December 2019. Pursuant to (i) provisions of Article 70 and Article 71 of the Company Law, and (ii) provision of Article 21 of the Articles of Association of the Company regulate the utilization of the Company’s net profit shall be decided at the GMS.

  3. 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 GMS, and the Company intends to perform adjustment in compliance with Decree of the Board of Directors of the Indonesian Stock Exchange No. Kep-00183/BEI/12-2018 regarding Rule Number I-A Listing of Equity Securities other than Shares issued by Listed Companies dated 26 December 2018.

  4. 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 2020. Pursuant to (i) provisions of Article 96 and Article 113 of the Company Law, and (ii) provisions of 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.

  5. 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 2020, 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.

  6. Report on the Realization of the Use of Proceeds from the Initial Public Offering. Pursuant to provisions of Article 6 and Article 7 of the Regulation of Financial Services Authority No. 30/POJK.04/2015 regarding Report on the Realization of the Use of Proceeds from the Initial Public Offering regarding report concerning the realization of the use of proceeds from the Initial Public Offering shall be presented at the GMS.

 

Extraordinary General Meeting of Shareholders 

  1. Reinstatement to the model of Company’s investment category as a Domestic Investment Company (Perusahaan Penanaman Modal Dalam Negeri – PMDN). The Company intends to reinstate the corporate model category from foreign investment company into domestic investment company as recorded under Legal Entity Administration System of the Ministry of Law and Human Rights.

  2. 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 Stock Option Plan as had been ratified by the Extraordinary General Meeting of Shareholders dated 24th of April 2019. The Company intends to reinstate and reaffirm the resolution of the Extraordinary General Meeting of Shareholders dated 24th of 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. 

 

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 (10) of the Articles of Association of the Company and Article 82 paragraph (2) of the Company Law, 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 Wednesday, dated 20 May 2020 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 and/or (if available) through the aforementioned eASY.KSEI system and any submitted query or opinion shall be presented during the GMS by the Proxy and be recorded under the Minutes of Meeting to be prepared by the Notary. The Company shall deliver the response and explanation to any query through email to each of the Shareholders at the latest within 3 (three) working days after the Date of the GMS.

    b. Mechanism of Medical Protocol

    (i) 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.

    (ii) Any Shareholders or the proxy of Shareholders who are suffering from influenza, cough, cold, fever, sore throat, breathing difficulties and/or having body temperature above normal condition, shall be prohibited from entering into the venue of the GMS.

  4. Based on considerations to provisions governed under (A) 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 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, (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. 33 of 2020 concerning Implementation of Large Scale Social Restriction for Mitigating the 2019 Corona Virus Disease (Covid-19) at the Province of Special Capital Region of Jakarta and (D) Regulation of the Governor of Special Capital Region of Jakarta No. 41 of 2020 concerning Sanctions Against Violation to the Implementation of Large Scale Social Restriction for Mitigating the 2019 Corona Virus Disease (Covid-19) at the Province of Special Capital Region of Jakarta, 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 Large Scale Social Restrictions which will be legally valid and enforced on the Performance Date of the GMS;

    • b. the Company hereby requests full cooperation from all Shareholders or proxy of Shareholders to prioritize the granting of electronic power of attorney which will be 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 printed version of Annual Report nor souvenir on any form to all Shareholders or proxy of Shareholders who would attend the GMS.

  5. In the event the Large Scale Social Restriction is still legally valid and enforceable as regulated by the Governor of the DKI Jakarta Province on the Performance Date of the GMS, the Company hereby request the cooperation from all Shareholders or proxy of the Shareholders for complying the policies of Large Scale Social Restriction of the Province of DKI Jakarta. In this regard, any Shareholders or proxy of the Shareholders who intend to directly attend the GMS shall be required to deliver prior notification to the Company with the procedures as follows:

    • a. The Shareholders or proxy of the Shareholders shall deliver email notifying physical attendance within the GMS to : corsec@sarimelatikencana.co.id;

    • b. The Company shall prioritize and provide opportunity for physical attendance within the GMS to the Shareholders or proxy of the Shareholders by using the first in first served method based on the incoming email as set forth in paragraph (i) above;

    • c. If the quantity of physical attendance exceeds the quota stipulated by the Company, then the Shareholders or proxy of the Shareholders shall still be eligible for attending the GMS by granting electronic power of attorney through the eASY.KSEI system.

  6. 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.

  7. 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.

  8. 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, 26 May 2020

PT Sarimelati Kencana Tbk.

Board of Directors

 

 

Download PDF

<< BACK