INVITATION FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
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INVITATION FOR
ANNUAL GENERAL MEETING OF SHAREHOLDERS
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 General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders (jointly the “GMS”) which shall be held on:
Day/Date : Wednesday / 24 April 2019
Time : 13.00 – completion
Venue : Balai Kartini – Rafflesia Grand Ball Room
Jl. Jend. Gatot Subroto Kav. 37, Kuningan, Jakarta Selatan 12950
Annual General Meeting of Shareholders
1. Approval on the Company’s Annual Report including ratification on the Annual Financial Statements for the book year that ended on the date of 31 December 2018, 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 2018.
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 2018.
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 2019.
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 2019, 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 36A paragraphs (1) and (2) of the Regulation of Financial Services Authority No. 32/POJK.04/2014 as amended with the Regulation of Financial Services Authority No. 10/POJK.04/2017 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. Approval on the amendment to Article 3 of the Articles of Association of the Company concerning Purposes and Objectives and Business Activities for the purpose of compliance with the requirements and provisions of Government Regulation No. 24 of 2018 regarding Electronic Integrated Business Licensing Services (the “OSS Regulation”).
Pursuant to (i) provision of Article 19 of the Company Law, and (ii) provision of Article 12 of the Articles of Association of the Company regulate amendment to a provision of the Articles of Association shall be decided at the GMS, which in this regard is intended for adjustment with the classification of business activities of the Company as governed under Article 3 of the Articles of Association with the Indonesia Standard Industrial Classification as stipulated under the Company’s Business Registration Number which has been issued by the Agency of Online Single Submission as regulated under Article 24 paragraph (1) of OSS Regulation.
2. Approval on amendment to Article 15 paragraph (3) of the Articles of Association of the Company concerning addition of categories and/or types of corporate actions that require prior approval from the Board of Commissioners.
Pursuant to (i) Provision of Article 19 of the Company Law, and (ii) provision of Article 12 of the Articles of Association of the Company regulate amendment to a provision of the Articles of Association shall be decided at the GMS, which in this regard is intended to expand the categories and/or types of corporate action to be undertaken by Board of Directors of the Company that require prior approval from the Board of Commissioners of the Company as governed under Article 15 paragraph (3) of the Articles of Association.
3. Approval on the proposal of Capital Increase Without Pre-emptive Rights within the context of Management and Employee Stock Ownership Plan (“MESOP Program”) as regulated under provision of Article 4 paragraph (1) point (b) of the Regulation of Financial Services Authority No. 38/POJK.04/2014 regarding Capital Increases Without Pre-Emptive Rights for Public Company (“FSA 38”), including:
a. Approval on amendment to the Article 4 paragraph (2) of the Articles of Association of the Company resulting from the implementation of MESOP Program;
b. Granting and delegation of authority in favour of the Board of Commissioners of the Company for issuance of the Company’s new shares resulting from the Capital Increase Without Pre-Emptive Rights; and
c. Reinstate any and all parts of Agenda of this GMS into one or more Notarial Deed, and to attend and to appear before any authorized party or official including but not limited to Notary and Ministry of Law and Human Rights of the Republic of Indonesia.
Pursuant to (i) provision of Article 19 of the Company Law, (ii) provisions of Article 2 and Article 4 of FSA 38, and (iii) provision of Article 12 of Articles of Association of the Company regulate amendment to a provision of the Articles of Association shall be decided at the GMS, whereby the Company intends to perform capital increase without granting Pre-Emptive Rights in the form of MESOP Program to be offered in favour of the eligible employees, members of Board of Directors and members of the Board of Commissioners in the cumulative amount of 25,049,263 shares, including to obtain approval for amendment to the provision of Article 4 paragraph (2) of the Articles of Association of the Company and delegation of authority in favour of the Board of Commissioners for issuance of new shares resulting from the implementation of MESOP Program, including to reinstate any and all parts of Agenda of this GMS into one or more Notarial Deed, and to attend and to appear before any authorized party or official including but not limited to Notary and Ministry of Law and Human Rights of the Republic of Indonesia.
GENERAL RULES OF GMS
1. The Company shall not deliver dedicated 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 Monday, dated 1 April 2019at 16.15 WIB (recording date).
3. 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.
4. The form of Power of Attorney can be obtained from the Office of the Share Registrar Agency (the “BAE”) of the Company during working hours and after the finalization thereof by the Shareholders, to be delivered to the Company through the BAE, i.e., PT Datindo Entrycomhaving address at Jl. Hayam Wuruk No. 28, 2ndFloor, Jakarta Pusat 10120, at the latest on Thursday, dated 18 April 2019.
5. 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, 8thFl, 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.
6. 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 fill the list of attendance at the latest within 30 (thirty) minutes prior to the opening of the GMS.
Jakarta, 2 April 2019
PT Sarimelati Kencana Tbk.
Board of Directors