ANNOUNCEMENT OF INVITATION FOR ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

ANNOUNCEMENT OF INVITATION FOR ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

14, April 2021

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 and Extraordinary General Meeting of Shareholders (“GMS”) which shall be held on:
 

                  Day/Date : Thursday / 6 May 2021

                  Time        : 13.00 – completion

                  Venue      : Graha Mustika Ratu – 12th 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 2020, 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 2020.

    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 2020. 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. Reappointment of Board of Directors and Commissioners of the Company.
    Pursuant to (i) provisions of Article 94 paragraph (3) in conjunction of Article 111 paragraph (3) of the Company Law, and (ii) provisions of Article 14 and 17 of the Articles of Association of the Company regulate the term of appointment for each member of the Board of Directors and Commissioners shall be decided at GMS.

  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 2021.

    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.
     

  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 2021, 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 2 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 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.

     

  2. 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.

     

Jakarta, 14 April 2021

PT Sarimelati Kencana Tbk.

Board of Directors

 

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