Notice AGM & EGM

May 19, 2015

The shareholders of the Company are hereby invited to attend the Annual General Meeting of Shareholders (“AGM”) and the Extraordinary General Meeting of Shareholders (“EGM”) on:

Day/Date : Tuesday, 19 May 2015
Venue : Nusantara Room, Dharmawangsa Hotel
Jalan Brawijaya Raya No. 26, Kebayoran Baru
Jakarta 12160
Time : AGM : 10.00 West Indonesia Time – finished
EGM : after AGM – finished
Agenda of AGM :
  1. Request for approval on the Annual Report of the Company and the ratification on the Financial Statements of the Company and the Report on Supervisory Duties of the Board of Commissioners of the Company for the accounting year ended on 31 December 2014.
  2. Determination of appropriation of profits of the Company.
  3. Designation of a Firm of Public Accountants to audit the books of the Company for the accounting year ending on 31 December 2015 and determination of the terms and conditions of their designation.
  4. Change in the composition of the the Board of Commissioners of the Company.
  5. Determination of the salaries and allowances of the members of the Board of Directors and the Board of Commissioners.
Agenda of EGM : Request for approval on the propsoed signing of Inter-Company Facility Agreement by the Company as the receiving party of facility and Mouterij Albert N.V., a party affiliated to the main shareholder of the Company as the facility provider, which constitutes material transaction and affiliation transaction under the provision of the Regulation of Capital Market and Financial Institution Supervisory Agency (now Financial Authority Services) No. IX.E.2 regarding Material Transaction and Change of Core Business and No. IX.E.1. regarding Affiliation Transaction and Conflict of Interest in Certain Transaction.

NOTES:

  1. In connection with the AGM and EGM, the Company does not send an invitation to shareholders of the Company, so that that this advertisement is the official invitation for all shareholders of the Company.
  2. The maetrials to be discussed in AGM and EGM and other documents related to the implementation of the the AGM and EGM have been made available at the Company’s Head Office, at Talavera Office Park, 20th Floor, Jl. Letjen TB Simatupang Kav. 22-26, South Jakarta as of the date of this notice until the date of the AGM/EGM.
  3. The shareholders who are entitled to be present at the AGM and EGM are the Company’s shareholders whose names are registered in the Register of Shareholders of the Company on 24 April 2015 at 16:00 West Indonesia Time or their lawful attorney.
  4. The Company’s shareholders whose shares have not been deposited in the Collective Depository who will attend the AGM/EGM, are requested to present the original Shares Collectove Certificate or submit its copy and the copy of their Kartu Tanda Penduduk (KTP) or other identity card to the Registration Officer of the Company prior to entering the AGM/EGM. While the shareholders whose shares have been deposited in the Collective Depository or their lawful attorney are requested to submit the original written confirmation for shareholders meeting and the copy of their KTP or other identity card.
    • The Company’s shareholders who are not able to attend the AGM and/or EGM, can be represented by their attorney by virtue of a power of attorney in the form and substance acceptable to the Board of Directors of the Company, provided that the members of the Board of Directors, members of the Board ofCommissioners and employees of the Company can act as attorney of the shareholders at the AGM and/or EGM, however the votes they cast will not be counted in voting. Therefore, its recommende that the shareholders of the Company do not appoint members of the Board of Directors, members of the Board ofCommissioners or employees of the Company as attorney. If the power of attorney of shareholders are signed outside of Indonesia, such power of attorney must be legalized by the Indonesian Embassy or nearest counseler where such power of attorney is signed.
    • The form of power of attorney can be obbtained during the business hours and business days at the Head Office of the Company, at Talavera Office Park, 20th Floor, Jl. Letjen TB Simatupang Kav. 22-26, South Jakarta or at the office of the Company’s Shares Registrar, at Jalan Johar No. 18, Menteng, Jakarta 10340.
    • All letter for AGM and EGM should have been received at the Head Office of the Company or at the office of the Company’s Shares Registrar, at the address mentioned in item (b) above, at the latest 16.00 West Indonesia Time, 3 (three) business days prior to the AGM/EGM, namely 13 May 2015.
  5. The Company’s shareholders which are legal entities (“Legal Entity Shareholders”) can be represented in the AGM and/or EGM by a person (persons) having authority to represent and act for and on behalf of the Legal Entity Shareholders in accordance with the Articles of Association of the Legal Entity Shareholders.
    Kindly requested to send:
    • copies of the Articles of Association of the Legal Entity Shareholders prevailing at the AGM/EGM, and
    • copy of the Minutes of General Meeting of Shareholder or other document related to the appointment of members of the Board of Directors or management of the Legal Entity Shareholders having their offices at the AGM/EGM are held, together with the evidence of notification and regiatration of their appointment to the competent authority,

    to the Head Office of the Company or the office of the Company’s Shares Registrar, at the address mentioned in item 5.(b) above, at the latest 3 (three) business days prior to the AGM/EGMa re held, namely 13 May 2015.
  6. To facilitate the smooth conduct AGM/EGM, the Company’s shareholders are kindly requested to be present at the venue of the AGM/EGM at the latest 15 (fifteen) minutes prior to the AGM/EGM being commenced.

 

Jakarta, 27 April 2015
The Board of Director of the Company

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