ANNUAL GENERAL MEETING OF SHAREHOLDERS AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
06 August 2020
Referring to the notification to the Shareholders regarding the Implementation of the Annual General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders of the Company ("Meeting") which was announced on 22 July 2020, the Company Directors hereby invite the Company's Shareholders to attend the Meeting to be held at:
Day / Date : Jumat, 28 Agustus 2020
Time : 09.00 WIB - onward
Place : Graha VIVERE Jl. Letjen. S. Parman no. 6, Jakarta Barat – 11480
The meeting will discuss and make the following decisions:
Agendas Annual General Meeting of Shareholders:
- Approval and ratification of the Company's Annual Report for the 2019 fiscal year including the Company's Activity Report, the Board of Commissioners' Supervisory Report and the 2019 Financial Report, as well as to grant the release and discharge (acquit et de charge) to the Company’s Board of Commissioners and Board of Directors for their supervisory actions in the 2019 fiscal year;
- Determination on the appropriation of the Company’s net profit for financial year 2019;
- Appointment of the public accountant firm to conduct an audit of the Company’s Financial Statements for the Financial Year 2020 and to grand authority to the Company’s Board of Directors to determine their honorarium and requirements of the appointment;
- Changes in the composition of the Directors and Board of Commissioners;
- Determination salaries, honorarium and/or other benefits for members of the Company’s Board of Commissioners and Board of Directors for financial year 2020;
Explanation Of Agendas: Agendas 1, 2, 3 and 5 are routine agenda items at the Annual GMS, in accordance with the Company's Articles of Association and Law Number 40 of 2017 concerning Limited Liability Companies, as well as agenda 4, changes in the composition of the Directors and Board of Commissioners in accordance with the provisions of the Articles of Association and Regulation of the Financial Services Authority.
Agendas Extraordinary General Meeting of Shareholders
Approval to underwrite a large amount or the whole amount of the Company’s assets for the benefit of the Company in order to obtain loan facilities from financial institutions both banks and non-bank appointed by the Directors of the Company and /or the benefit of the Company’s subsidiaries, namely PT. Vivere Multi Kreasi, PT. LaminatechKreasiSarana, PT. Prasetya Gemamulia, PT. VinotindoGrahasarana and PT AIDA Rattan Industry to obtain loan facilities from both bank and non-bank financial institutions appointed by the Company's Directors.
Explanation of the agenda: related to the Company funding that requires Company assets guarantee that must obtain approval from the General Meeting of Shareholders, for the benefit of the Company and its subsidiaries
Note :
- This summons is valid as an invitation, and the Company's Directors do not send special invitation letters to the Shareholders.
- Those entitled to attend or be represented at the Meeting are Shareholders or legal representatives from Shareholders whose names are registered in the Company's Register of Shareholders on August 5, 2020 up to 16:00 WIB. Shareholders in the Collective Depository of PT KustodianSentralEfek Indonesia ("KSEI") who intend to attend the Meeting can contact the Exchange Members / Custodian Bank securities account holders at KSEI to get Written Confirmation for the Meeting (KTUR).
- Shareholders or their proxies who will attend the Meeting are requested to submit a photocopy of their Identity Card (KTP) or other valid identification to the registration officer before entering the Meeting room. Shareholders in the form of legal entity must submit a photocopy of the articles of association and their amendments, letters of endorsement / approval from the competent authority, and deed containing changes in the composition of the last management (who served when the meeting was held). Specifically for shareholders in KSEI collective custody, they can show KTUR to facilitate registration.
- Shareholders who cannot attend the Meeting can be represented by their attorneys:
- through the KSEI Electronic General Meeting System (eASY.KSEI) facility on the website https://akses.ksei.co.id/ provided by KSEI, as part of the mechanism for electronically authorizing (e-proxy) in the process of organizing meetings.
- with a Power of Attorney available on the Company's website http://www.ggs.co.id/ provided that members of the Board of Directors, members of the Board of Commissioners and employees of the Company may act as proxy from the Shareholders at the Meeting, but the votes they make as the power of attorney not counted in the vote and for Shareholders whose addresses are registered abroad, the Power of Attorney must be legalized by a Public Notary or an authorized official from the local Representative of the Republic of Indonesia.
The original form of Power of Attorney that has been completed and signed along with supporting documents can be submitted to the Office of the Company's Securities Administration Bureau, PT AdimitraJasaKorpora, Kirana Avenue III Block F3 No. 5, KelapaGading North Jakarta-14250 Telephone (62-21) 2974 5222 Fax (62-21) 2928 9961
All Power of Attorney must be received no later than 3 (three) working days before the Meeting date until 16.00 WIB.
- Meeting materials can be downloaded directly on the Company's website http://www.ggs.co.id/ from the date of this invitation until the date of the meeting.
- For the Order of the Meeting, Shareholders or their proxies are kindly requested to be present at the Meeting venue for registration 30 minutes before the start of the Meeting.
Additional Information for Shareholders
Considering the status of certain conditions of emergency disease outbreak due to Corona Virus (Covid-19) determined by the Government and in accordance with the provisions of article 28 paragraph 2 POJK 15/2020, the Company appealed to Shareholders to authorize an Independent party appointed by the Company namely BAE, through eASY facilities. KSEI provided by KSEI.
For Shareholders or their proxies who will remain physically present at the Meeting, must follow the security and health protocol determined by the Company, including the limitation of meeting participants in 1 (one) room. The protocol established by the Company is as follows:
- Wash your hands with water and soap or handsanitizer provided by the officer, use a mask, check his body temperature (
- Shareholders or their proxies are required to bring the results of a valid covid-19 examination namely the Rapid Test with non-reactive results and the PCR Swab test with negative results, must fill out the Self Assessment form and show the screenshot of the results to the officers when they enter the meeting room. Self Assessment Form can be obtained by scanning a barcode or through the internet with the following address:
https://apps.vivere.co.id/intraportal/master/form_covid_self_assesment_external
- Shareholders or their proxies who cannot enter the venue of the meeting due to the above reasons, can still use their right to vote by granting power of attorney to an Independent party appointed by the Company, namely the Registrar or other parties appointed by the Shareholders by filling in the power of attorney provided by Company at the Meeting location.
Jakarta, August 06, 2020
PT Gema Grahasarana Tbk.
Director