INVITATION ANNUAL GENERAL MEETING OF SHAREHOLDERS AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
30 May 2023
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 15 May 2023, the Company Directors hereby invite the Company's Shareholders to attend the Meeting to be held at:
Day / Date : Wednesday ,21 June 2023
Time : 09.00 WIB - onward
Place : Gedung SOUTH78 Jalan Boulevard Gading Serpong Blok O No 7 & 8, Medang, Pagedangan, Tangerang 15334
The meeting will discuss and make the following decisions:
Agendas Annual General Meeting of Shareholders:
- Approval and ratification the Company Annual Report for the fiscal year 2022 and the Company Financial Statements of year 2022 as well as to grant the release and discharge (acquit et de charge) to the Company Board of Commissioners and Directors from their responsibilities in respect of the supervisory and management actions that have been conducted for the fiscal year 2022.
- Determination on the appropriation of the Company net profit for financial year 2022.
- Appointment of the public accountant firm to conduct an audit of the Company Financial Statements for the Financial Year 2023 and to grand authority to the Company Board of Directors to determine their honorarium and requirements of the appointment.
- Determination of the honorarium, salary and / or other benefits for members of the Company's Board of Commissioners and Directors for 2023 financial year.
- Reappointment and change in the composition of members of the Board of Commissioners and Board of Directors.
Explanation of Agendas: Agendas 1, 2, 3,4 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, and agenda 5 is reappointment and change in the composition of members of the Board of Commissioners and Board of Directors in accordance with the Articles of Association and the Regulations of the Financial Services Authority .
Agendas Extraordinary General Meeting of Shareholders:
- Approval to underwrite the 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-banks appointed by the Board of Directors of the Company and / or for the benefit of the Company's subsidiaries, namely PT. Vivere Multi Kreasi, PT. Laminatech Kreasi Sarana, PT. Prasetya Gemamulia, PT. Vinotindo Grahasarana and PT AIDA Rattan Industry to obtain loan facilities from financial institutions, both banks and non-banks appointed by the Company's Board of Directors.
- Amendments to Article 17 paragraph 5 of the Articles of Association regarding the announcement of the Company's financial statements.
Explanation of Agendas:
- Agenda 1 : Regarding of the Company funding that requires a guarantee of the Company's assets which must obtain approval from the General Meeting of Shareholders of the Company, for the benefit of the Company and the Company's subsidiaries and in accordance with Article 102 of Law Number 40 of 2007 concerning Limited Liability Companies.
- Agenda 2 : Amendment and adjustment regarding the media for announcement of financial reports in accordance with the Financial Service Authority Regulation Number 14/POJK.04/2022 concerning Submission of Periodic Financial Reports of Issuers or Public Companies.
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 Mei 29, 2023 up to 16:00 WIB. Shareholders in the Collective Depository of PT Kustodian Sentral Efek 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).
- Referring to the issuance of KSEI's letter No. KSEI-4012/DIR/0521 dated May 31, 2021 regarding the Implementation of the e-Proxy Module and the Application of the e-Voting Module on the eASY.KSEI Application and the Impressions of the General Meeting of Shareholders, KSEI has now provided e-GMS platform for the electronic implementation of the GMS. Therefore, Shareholders can attend directly electronically through the Electronic General Meeting System application provided by KSEI. To use the eASY.KSEI application, Shareholders can access the KSEI eASY menu located at the AKSes facility (https://access.ksei.co.id/), with due observance of the following provisions:
- Shareholders may inform their attendance or appoint their proxies and/or submit no later than 12.00 WIB on 1 (one) business day prior to the date of the Meeting.
- For the Shareholders who will attend or provide their proxies electronically to the Meeting through the eASY.KSEI application must pay attention to the following matters:
i. Registration Process
ii. Process for Submitting Questions and/or Opinions Electronically
iii. Voting Process
iv. GMS Impressions
- Shareholders who cannot attend the Meeting can be represented by their attorneys:
- through the KSEI Electronic General Meeting System 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 Adimitra Jasa Korpora, Kirana Avenue III Block F3 No. 5, Kelapa Gading 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.
- 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.
- 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.
- In accordance with the provisions of article 28 paragraph 2 of POJK 15/2020, the Company urges the Shareholders to grant power of attorney to an Independent party appointed by the Company, namely BAE, through the eASY facility. KSEI provided by KSEI.
Tangerang, May 30, 2023
PT Gema Grahasarana Tbk.