ANNOUNCEMENT OF INVITATION FOR ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
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 / 11th May 2023
Time : 13.00 – completion
Venue : Accessing eASY.KSEI Facility
(KSEI Electronic General Meeting System) through the link https://akses.ksei.co.id/
as provided by PT Kustodian Sentral Efek Indonesia (“KSEI”)
The GMS shall be held electronically through the KSEI’s Facility of Electronic General Meeting System (“eASY.KSEI”) in compliance with (A) Regulation of the Financial Services Authority No. 15/POJK.04/2020 on the Planning and Performance of General Meetings of Shareholders by Public Companies (“POJK 15/2020”) and (B) Regulation of the Financial Services Authority No. 16/ POJK.04/2020 on the Implementation of Electronic General Meeting of Shareholders of a Public Companies (“POJK 16/2020”). In this regard, the Chairman of the GMS, Notary, along with other supporting professionals and institutions shall coordinate in conducting the GMS electronically at the Head Office of PT Sarimelati Kencana Tbk, having address at Jl. Jend. Gatot Subroto Kav. 1.000, Menteng Dalam, Tebet, Jakarta Selatan 12870.
Annual General Meeting of Shareholders
1. Approval on the Company’s Annual Report prepared by the Board of Directors including Supervisory Report prepared 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 2022, 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 2022.
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. Approval for 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.
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 2023.
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 2023, 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 POJK 15/2020, (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
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.
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 18 April 2023 at 16.15 Jakarta Time (recording date).
3. In consideration to the provisions regulated under (i) Instruction of the Ministry of Home Affaris No. 53 of 2022 concerning Prevention and Mitigation of 2019 Corona Virus Disease During Transition Period Towards Endemic (“Inmendagri 53/2022”), (ii) POJK 16/2020, and (iii) KSEI Rulings Nomor: XI-B concerning the Procedure for the Convening of Elecronic General Meeting of Shareholders Supplemented by the Casting of Votes through Electronic General Meeting System of KSEI (eASY.KSEI), we hereby declare the Mechanism for Granting Eletronic Power of Attorney, as follows:
a. Shareholders may attend the GMS electronically or grant their electronic power of attorney (“e-Proxy”) through each representatives appointed by the Company’s Securities Administration Bureau, PT Datindo Entrycom, through the eASY.KSEI facility with conditions, as follows:
- The Shareholders should have been duly registered in the Facility for Securities Ownership Reference arranged by KSEI (“AKSes KSEI”). If the Shareholders have yet to be registered, the the Shareholders are requested to perform their registration through the website link of https://akses.ksei.co.id;
- The Shareholders who have completed their registrations, the power of attorney shall be granted through the eASY.KSEI which can be accessed through the website of https://easy.ksei.co.id (“e-Proxy”). The granting of power of attorney / e-Proxy shall comply with the procedures, terms and conditions regulated by the KSEI;
- The Shareholders who have granted the e-Proxy shall be eligible to:
(i) submit their opinion or question to any agendas of the GMS through email sent to : email@example.com at the latest on Monday dated 8th of May 2023 on 17.00 Jakarta Time, with format and procedures accessible from the Company’s website (www.sarimelatikencana.co.id); and
(ii) declare their proxy and votings, change the appointment of Proxy and/or votings for any agendas of the GMS, and to revoke the Power of Attorney, since the Invitation Date of the GMS until 1 (one) business day prior to the performance of the GMS, which shall be due on Wednesday, dated 10th of May 2023 on 12.00 Jakarta Time.
4. During the registration phase, there are several matters that needs to be taken into consideration by the Shareholders who shall attend the GMS electronically and shall cast their votes through the eASY.KSEI, as follows:
- Any Shareholders who fall into the below categories shall be required to perform registration for their electronic attendance through the eASY.KSEI at the latest on the GMS date starting on 09:00 Jakarta Time up to the latest of 12:00 Jakarta Time:
a. domestic individual Shareholder who has not provided his/her attendance declaration or proxy through eASY.KSEI until the specified time limit and intend to attend the GMS electronically.
b. domestic individual Shareholder who has provided his/her attendance declaration but have not submitted his/her vote through eASY.KSEI until the specified time limit and intend to attend the GMS electronically.
c. Proxy from Shareholders who have granted power of attorney to the Independent Representative or Individual Representative but have not casted their vote through eASY.KSEI until the specified time limit.
d. Proxy from the Shareholders who have granted power of attorney to a participant / intermediary (Custodian Bank or Securities Company) and have casted their vote through eASY.KSEI until the specified allocated time.
- Any Shareholders who have granted an attendance declaration or power of attorney to the Independent Representative or Individual Representative and have submitted their vote(s) for the agendas of the GMS through eASY.KSEI until the specified time limit, then such Shareholder / Proxy shall not be required to register attendance electronically in eASY.KSEI.
- Any delay or failure during electronic registration process due to any reason will prevent the Shareholders or their Proxy from attending the GMS electronically, and their share(s) ownership shall not be calculated as part of the quorum’s attendance.
- Guidelines for registration, use and explanation concerning eASY.KSEI and AKSes KSEI are available on https://easy.ksei.co.id and/or https://akses.ksei.co.id.
5. In consideration to the provisions regulated under the Inmendagri 53/2022, We hereby declares the Company’s considerations, as follows:
- the Company shall not provide any meals, beverages or snacks during the GMS;
- the Company shall not distribute souvenir or gifts during the GMS; and
- the Company shall announce to the Shareholders should there be any change and/or additional information related to the procedure of the arrangement for the GMS, with reference to the latest Government’s policy(ies) and any latest update related to prevention and mitigation of Covid-19.
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. – 3rd Floor, Jl. Jend. Gatot Subroto Kav. 1,000, Menteng Dalam, Tebet, Jakarta Selatan 12870, Phone (+62-21) 5096-6789 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.
Jakarta, 19 April 2023
PT Sarimelati Kencana Tbk.
Board of Directors