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20240222_FITT_Pemanggilan RUPS_31580097_lamp1.pdf
RUPS notice Text extracted FITTSource file signed link, expires in 15 minutes
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an an an nan Dana PT. HOTEL FITRA INTERNATIONAL, Tbk A Jalan K.H. Abdul Halim No.88 - Majalengka, Jawa Barat 45418 1 #6223 3829 2888 W fitrahgtel.co.id INVITATION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS FOR FINANCIAL YEAR 2023 AND THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS PT HOTEL FITRA INTERNASIONAL Tbk The Board of Directors of PT Hotel Fitra Internasional Tbk, domiciled in Majalengka (hereinafter referred to as “Company”) hereby invite the Company's Shareholders to attend the Annual General Meeting of Shareholders For Financial Year 2023 and The Extraordinary General Meeting of Shareholders (hereinafter referred to as “Meeting”) which will be held on: Day/Date : Friday, March 15", 2024 Time :08.00 WIB Venue : Convention Fitra Hotel, Majalengka The Agenda of Annual General Meeting of Shareholders: 1. Approval of the Annual Report including but not limited to the Supervisory Assignment Report of the Company's Board of Commissioners of the financial year of 2023 and approval of the Company's Financial Statement of the financial year of 2023. 2. Determination of the utilization of net profit/loss of the financial year of 2023. 3. Approval for delegating authorization to the Board of Commissioners of the Company for the selection of a Public Accounting Firm responsible for conducting an audit of the Company's financial reports for the fiscal year concluding on December 31, 2024. The Explanation of The Agenda of Annual General Meeting of Shareholders: 1. The 1" Meeting agenda will be held in compliance with the provision under the article 16 paragraph 4 of the Company's Article of Association and article 69 Law No. 40 year 2007 conceming Limited Liabilities Company (“UUPT). The approval of the annual report, the financial statement which contains the balance sheet and the profit and loss statement of the financial year which ends on 31 December 2023 shall obtain the approval from the Meeting. Hence, the Company submit such agenda. 2. The 2” Meeting agenda will be held in compliance with the provision under the article 16 paragraph 4 of the Company's Article of Association and article 70 and 71 UUPT, the utilization of net profit of the Company of the financial statement which ends on 31 December 2023 shall obtain the approval from the Meeting. Hence, the Company submit such agenda. 3. The 38 Meeting agenda will be held in compliance with the provision under the article 16 paragraph 4 of the Company's Article of Association and article 59 of the Financial Services Authority Regulation No. 15/POJK.04/2020 concerning the Planning and Implementation of General Meeting of Shareholder for Public Companies (“POJK 15/2020”), the appointment of public accountant to conduct an audit for Company in the financial statement which ends on 31 December 2024 can be delegated to the Board of Commissioners of the Company subject to the approval of the Meeting. Hence, the Company submit such agenda.
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aa aa Ba SE PT. HOTEL FITRA INTERNATIONAL, Tbk A Jalan K.H. Abdul Halim No.88 - Majalengka, Jawa Barat 45418 1 #6223 3829 2888 W fitrahatel.co.id The Agenda of Extraordinary General Meeting of Shareholders: 1. Approval to obtain financing facilities as additional funds from both bank and non-bank financial institutions, third parties and the Company's shareholders. 2. The change of the Company's authorized capital. 3. Approval of subscription of paid-up/issued capital by setting off receivables issued from Hendra Sutanto as the shareholder of the Company through the Company's capital increase with pre-emptive rights (“Rights Issue”). 4. Approval of Company's Capital Increase Plan with pre-emptive rights (Rights Issue) which will change article 4 paragraph 2 of the Company's Article of Association. | 5. Reappointment of the Board of Directors and Board of Commissioners of the Company. The Explanation of The Agenda of Extraordinary General Meeting of Shareholders: 1. The 1" Meeting agenda is carried out in the context of gradually reducing financing facilities from the company's shareholders, and shall obtain the approval from the Meeting. Hence, the Company submit such agenda. | 2. The 2" Meeting agenda will be held in compliance with the article 18 paragraph 1 of the Company's Article of Association where the change of the Company's authorized capital shall obtain the approval from the Meeting. Hence, the Company submit such agenda 3. The 3 Meeting agenda will be held in compliance with the article 35 paragraph 1 UUPT where Hendra Sutanto as the shareholder of the Company will subscribe the paid-up/issued capital by setting off receivable in the amount of Rp.7.000.000.000,- (seven billion Rupiah) through Rights Issue and shall obtain the approval from the Meeting. Hence, the Company submit such agenda. 4. The 4" Meeting agenda will be held in compliance with the article 4 paragraph 5 of the Company's | Article of Association and Article 8 Financial Services Authority Regulation No. 32/POJK.04/2015 concerning Capital Increases in Public Companies with Pre-emptive Rights as amended by Financial Services Authority Regulation No. 14/POJK.04/2019 concerning the Amendment of Financial Services Authority Regulation No. 32/POJK.04/2015 concerning Capital Increases in Public Companies with Pre-emptive Rights (“POJK 32/2015') where the execution of Rights Issue shall obtain the approval from the Meeting. Hence, the Company submit such agenda. 5. The 5" Meeting agenda will be held in compliance with article 9 paragraph 8 jo. Article 12 paragraph 8 of the Company's Article of Association where the Board of Directors and Board of Commissioners of the Company can be reappointed subject to the approval from the Meeting. Hence, the Company submit such agenda Notes: 1. The Company shall not send specific invitations to each shareholder and this announcement constitutes an official invitation for shareholders to attend the Meeting, 2. Shareholders who are entitled to attend the Meeting are those whose names are registered in the | Registrar of Company or Shareholders whose shares are held in collective custody at PT Kustodian | Sentral Efek Indonesia (“KSEI”) on the closing time of stock trading at Bursa Efek Indonesia | (Indonesia Stock Exchange) on February 21", 2024 at 04.00 pm (Indonesia Western Time / WIB) (“Entitled Shareholders”),
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aa ae ANE PT. HOTEL FITRA INTERNATIONAL, Tbk A Jalan K.H. Abdul Halim No.88 - Majalengka, Jawa Barat 45418 1 46223 3829 2888 W fitrahgtel.co.id 3. Meeting will be held electronically using Electronic General Meeting System KSEI (eASY.KSEI application) which provided by KSEI in accordance with Financial Services Authority Regulation Number (POJK) Number 16/POJK.04/2020 (“POJK-16/2020”), 4. In connection with the implementation of the Meeting through the eASY.KSEI Application as referred above, the participation of the Shareholders in the Meeting may be carried out by the following | mechanism: | a. Attending the Meeting electronically through the eASY.KSEI Apprlication: b. Physically present at the meeting: or c. Attending the Meeting through by using the power of attorney form provided on the Company's website. 5. The Company urges Entitled Shareholders to give the Power of Attorney to the PT Bima Registra as the Company's Securities Administration Bureau (BAE) through Electronic General Meeting System KSEI (eASY.KSEI) via https://akses.ksei.co.id/ facilitated by KSEI as a mechanism for granting power Of attorney electronically in the process of holding the Meeting: 6. In terms of the Shareholders who are keen to attend the Meeting without the mechanism of @ASY.KSEI, the Shareholders may download the Power of Attorney from the Company's website (https://indonesiacarterminal.co.id/announcement-invitation) and may fill and send under the subject of “Surat Kuasa RUPS FITT” through email rups@bimaregistra.co.id. The original version of the Power of Attorney is reguired to be delivered to the Company's Securities Administration Bureau, PT Bima Registra located in Satrio Tower, Lantai 9. Jl. Prof. Dr. Satrio Blok C4, Setiabudi — Jakarta Selatan, at the latest 3 (three) days before the Meeting: 7. The local individual Shareholders that are allowed to attend the Meeting are those with shares registered in the collective custody of KSEI, attending and casting the voting rights electronically (“E- Voting”) through the eASY.KSEI system managed by KSEI: 8. The Shareholders or their Proxies who will attend the meeting electronically through eASY.KSEI application, shall heed to the following: a. The Shareholders may declare their attendance electronically until (14 Maret 2024) at (12.00) (“The Attendance Declaration”), and cast their vote through eASY.KSEI application from the date Of invitation to The Attendance Declaration Deadline, b. To: - The Shareholders who have not declared the attendance electronically until The Attendance Declaration Deadline: - The Shareholders who have declared attendance electronically however have not cast any vote in 1 (one) Meeting Agenda until The Attendance Declaration Deadline, -. Individual Representative and Independence Party which has been appointed by the Companies who has received the proxies from the Shareholders however the related Shareholders have not cast any vote in 1 (one) meeting Agenda until The Attendance Declaration Deadline, - KSEI Participant / Intermediary (Custody Bank or Securities Company) who has received the power of attorney from the Shareholders who have cast the vote in the eASY.KSEI Application, Should do the registration through eASY.KSEI Application on the date of the Meeting no later than Bam,
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aa an PT. HOTEL FITRA INTERNATIONAL, Tbk A Jalan K.H. Abdul Halim No.88 - Majalengka, Jawa Barat 45418 T 46223 3829 2888 W fitrahgtel.co.id Cc. The lateness Delay and or failure in the process of electronic registration with any reasons will result in the Shareholders and their proxies being unable to attend the Meeting electronically and their share ownership not taken into account in the attendance guorum, 9. If the Shareholders or their proxies will attend the Meeting, they must submit a photocopy of their Identity Card (KTP) or other identification to the Meeting Officer before entering the Meeting room. Shareholders of the Company in the form of a legal entity are reguired to submit a photocopy of the latest deed of Articles of Association (along with the Decree of the Endorsement of the Minister of Law and Human Rights) as well as the notarial deed regarding the appointment of the members of the | Board of Directors and the Board of Commissioners or the latest management (along with the Decree | on Receipt of Notification from the Minister of Law and Rights Human Rights) to the registration officer. | And specifically for Shareholders whose shares are in KSEI Collective Custody are reguired to provide a Written Confirmation for the Meeting (KTUR) to the registration officer. 10. The Notary, assisted by BAE, will check and count the votes on the agenda of the Meeting in every decision-making of the Meeting's agenda, including the votes that have been submitted by the | Shareholders through eASY.KSEI : 11. One share entitles the holder to cast 1 (one) vote. If the Shareholder owns more than 1 (one) share, the votes cast are valid for all the shares owned: 12. The Shareholders or their Proxies may witness the implementation of the ongoing Meeting through the Zoom webinar by accessing the eASY.KSEI menu, the Meeting Impressions submenu located on the KSEI AKSes website, provided that: a. Shareholders or their Proxies have been registered in the eASY.KSEI Application: b. The Meeting broadcast has a capacity of up to 500 participants and the attendance of each | participant will be determined on a first come first serve basis. Shareholders or their Proxies who do not have the opportunity to witness the implementation of the Meeting through the Meeting | Impressions, are still considered valid to be present electronically and share ownership and voting | choices are taken into account at the Meeting, as long as they have been registered in the @ASY.KSEI Application: c. Shareholders or their proxies who only witness the implementation of the Meeting through the Meeting Impressions, but are not registered and are present electronically on the eASY.KSEI Application, then the presence of the Shareholders or their Proxies is considered invalid and will not be included in the calculation of the guorum for the attendance of the Meeting: d. To get the best experience in using the eASY.KSEI Application and/or Meeting Impressions, Shareholders or their Proxies are advised to use the Mozilla Firefox browser. 13. Meeting Materials are available at the Company's office as of the date of this invitation until the day of the Meeting itself and can be obtained by written reguest from the Shareholders or can be accessed on the Company's website (www.indonesiacarterminal.co.id): 14. In pursuance to support the Government to prevent the spread of Covid-19, the Company still endeavour to create a safe and healthy environment for the Shareholders or their Proxies of the Shareholders who attend the Meeting with the following conditions: a. The Shareholders or their Proxies as well as the invitees are kindly reguested to arrive at the Meeting venue at least 45 (fourty-five) minutes before the Meeting begins, | b. Obtaining the COVID-19 vaccine certificate with a complete dose and a COVID-19 vaccine | booster as proven through the PeduliLindungi application and shall scan the PeduliLindung application ARCode when entering the Meeting venue, C. Wearing mask while in the area and Meeting venue: | d. According to the detection and monitoring, have a body temperature not more than 37,30 “C:
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La AN PT. HOTEL FITRA INTERNATIONAL, Tbk A Jalan K.H. Abdul Halim No.88 - Majalengka, Jawa Barat 45418 T #6223 3829 2888 W fitrahgtel.co.id @e. Following the direction of the Meeting committee on implementing the physical distancing policy, either before, on, or after the Meeting. Therefore, due to the physical distancing policy, the Meeting committee may limit the capacity of the Meeting room, f. Following the procedure and protocol of the spread or infection of COVID-19 prevention as may be determined by the Company, 9. Company will not provide souvenir, food and beverages. 15. The preventive actions taken by the Company will not prohibit the Shareholders or their Proxies as well as the invitees who wish to attend the Meeting, nevertheless the Company encourages the Shareholders or their Proxies as well as the invitees to heed the official health protocol from the | Government to support the Meeting effectuation. | 16. The Company has the right and authority to prohibit the Shareholders or their Proxies from attending or being in the Meeting room in the event that the Shareholders or their Proxies do not comply with the safety and health protocols as described above. Majalengka, February 22”, 2024 PT HOTEL FITRA INTERNASIONAL Tbk. Directors
Names mentioned 11 people and organisations named in the text · linked when the evidence is strong
unresolved
person
K.H. Abdul Halim
p.1 ×5
unresolved
org
HOTEL FITRA INTERNASIONAL Tbk
p.1 ×6
unresolved
org
Financial Services Authority
p.1 ×5
unresolved
org
Indonesia Stock Exchange
p.2
unresolved
org
PT Bima Registra
p.3 ×2
unresolved
org
Minister of Law and Human Rights
p.4
unresolved
org
Minister of Law and Rights Human Rights
p.4
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