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20260423_AISA_Pemanggilan RUPS_32073080_lamp2.pdf
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SUMMON OF
THE ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT FKS FOOD SEJAHTERA Tbk.
The Board of Directors of PT FKS Food Sejahtera Tbk. (the “Company”) hereby invites the
Company’s Shareholders to attend the Annual General Meeting of Shareholders (“AGMS”) and the
Extraordinary General Meeting of Shareholders (“EGMS”) (hereinafter the AGMS and EGMS shall
be collectively referred to as the “Meeting”) which will be held on:
Day/Date : Friday, May 15 2026
Time : 09.00 WIB until finish
Venue : Conducted in a hybrid manner. Physical implementation at Arch Duke Hall,
Cyber 2 Tower, 17th Floor, Jl. H.R. Rasuna Said Block X-5, RT.7/RW.2,
Kuningan Timur, Kec. Setiabudi, Jakarta Selatan, and electronically through
the eASY.KSEI system.
Hereby conveyed the Meeting Agenda is as follows:
AGMS:
• First Agenda
Approval of the Company's annual report and ratification of the Company's consolidated
financial statements including the supervisory report of the Company's Board of
Commissioners for the financial year ending on December 31, 2025 and granting full
release and discharge (acquit et de charge) to members of the Board of Directors and
members of the Board of Commissioners of the Company for the management and
supervisory actions carried out for the financial year ending on December 31, 2025.
Explanation:
In this AGMS agenda, the Company requests the approval and ratification of the Company's
Shareholders regarding (i) the Company's performance in the financial year ending on
December 31, 2025, and (ii) the implementation of the Company's Board of Commissioners'
supervisory duties during the financial year ending on December 31, 2025, both of which have
been included in the Company's annual report and consolidated financial statements, as well
as (iii) granting full release and discharge of responsibility (acquit et de charge) to members
of the Board of Directors and members of the Board of Commissioners of the Company for the
management and supervision that have been carried out during the financial year ending on
December 31, 2025, as long as it is reflected in the annual report and recorded in the
Company's consolidated financial statements and does not constitute a criminal act or
violation of the provisions of applicable laws and regulations, in accordance with Article 78
of Law No. 40 of 2007 concerning Limited Liability Companies as amended by Law No. 6 of
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2023 concerning the Stipulation of Government Regulation in Lieu of Law No. 2 of 2022
concerning Job Creation to become a Law ("UUPT") jo. Article 19 paragraph (4) of the
Company's Articles of Association.
• Second Agenda
Determination of the use of the Company's net profit for the financial year ending
December 31, 2025.
Explanation:
In this agenda of the AGMS, the Company requests the approval and determination of the
Company's Shareholders regarding the use of the Company's net profit in accordance with
Article 71 paragraph (1) of the UUPT in conjunction with Article 24 of the Company's Articles
of Association.
• Third Agenda
Appointment of an independent public accountant and public accounting firm to audit the
Company's financial statements for the financial year ending December 31, 2026.
Explanation:
In this AGMS agenda, the Company requests the approval of the Company's Shareholders in
(i) appointing an Independent Public Accountant and an Independent Public Accounting Firm
registered with the Financial Services Authority ("OJK") who will audit the Company's books
ending on December 31, 2026 and (ii) granting authority to the Company's Board of
Commissioners to determine the honorarium for the Independent Public Accountant and the
Independent Public Accounting Firm, in accordance with Article 59 paragraph (1) of OJK
Regulation No. 15/POJK.04/2020 concerning the Planning and Implementation of General
Meetings of Shareholders of Public Companies in conjunction with Article 3 paragraph (1) of
OJK Regulation No. 9 of 2023 concerning the Use of Public Accountant and Public Accounting
Firm Services in Financial Services Activities in conjunction with Article 19 paragraph (3) of
the Company's Articles of Association.
• Fourth Agenda
Determination of salaries or honorariums and other allowances for members of the
Company's Board of Directors and Board of Commissioners for the 2026 financial year.
Explanation:
In this agenda of the AGMS, the Company requests the approval of the Company's
Shareholders, to grant authority to the Company's Board of Commissioners to determine the
salary and allowances for members of the Company's Board of Directors as well as the salary
or honorarium and allowances for members of the Company's Board of Commissioners upon
the proposal of the Company's Nomination and Remuneration Committee for the 2026
financial year, in accordance with Article 96 in conjunction with Article 113 of the Company
Law and Article 11 paragraph (6), in conjunction with Article 14 paragraph (7) of the
Company's Articles of Association which stipulate that (i) the amount of salary and allowances
for members of the Board of Directors is determined based on a decision of the AGMS and can
be delegated to the Board of Commissioners and (ii) the provision of salary or honorarium
and allowances for the Board of Commissioners is determined by the AGMS.
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EGMS:
• First Agenda
Changes to the composition of the Company's Board of Directors.
Explanation:
In this EGMS agenda, the Company requests the approval of the Company's Shareholders
regarding the planned changes to the composition of the Company's Board of Directors in
connection with the resignation of Mr. Farry Ongko Widjaja as Director of the Company,
replaced by Mr. Ricky Tjok. Therefore, if this EGMS agenda is approved by the Shareholders,
the composition of the Company's Board of Directors will be as follows:
President Director : Gerry Mustika
Director : Sukawati Wijaya
Director : Ricky Tjok
• Second Agenda
Approval for the reduction of authorized capital, issued capital and paid-up capital of the
Company through a reduction in the nominal value of shares in the context of implementing
Quasi Reorganization as referred to in Regulation IX.L.1 concerning Quasi Reorganization
as contained in the Attachment to the Decree of the Chairman of the Capital Market and
Financial Institution Supervisory Agency No. KEP-718/BL/2012 dated December 28, 2012
(“Regulation IX.L.I”).
Explanation:
In this EGMS agenda, the Company requests the approval of the Company's Shareholders
regarding the Company's plan to reduce the authorized capital, issued capital, and paid-up
capital of the Company by reducing the nominal value of shares to obtain share premium with
the aim of eliminating the negative balance of earnings in order to implement the Company's
Quasi Reorganization plan.
In connection with the implementation of the capital reduction, the Company will always
comply with all provisions of applicable laws and regulations, including the provisions of the
UUPT and other relevant regulations, in order to ensure the smooth fulfillment of the
requirements required in the planned implementation of the capital reduction for the
Company's Quasi Reorganization.
• Third Agenda
Approval of the Company's plan to carry out Quasi-Reorganization as referred to in
Regulation IX.L.1, after obtaining approval from the Minister of Law of the Republic of
Indonesia regarding changes to the Company's Articles of Association in connection with
the reduction of the Company's capital.
Explanation:
In this EGMS agenda, in connection with the approval of the Second Agenda, the Company
requests the approval of the Company's Shareholders regarding the Company's plan to carry
out Quasi Reorganization by eliminating accumulated losses (deficits) using share premiums,
some of which are obtained from the Company's capital reduction process in accordance with
the provisions stipulated in Regulation IX.L.1, as well as granting full rights and powers to the
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Company's Board of Directors to take all actions and carry out things deemed necessary to
implement and complete the Company's Quasi Reorganization plan.
• Fourth Agenda
Approval and amendment to Article 4 of the Company's Articles of Association as a result
of the implementation of capital reduction in the context of implementing Quasi
Reorganization.
Explanation:
In this EGMS agenda, the Company requests the approval of the Company's Shareholders
regarding the amendment to Article 4 of the Company's Articles of Association as a result of
the implementation of capital reduction in the context of implementing Quasi Reorganization
and grants the rights and powers to the Company's Board of Directors to carry out all
necessary actions, including to make a deed before a Notary, which will then be submitted to
the authorized agency to obtain approval and/or receipt of notification of the amendment to
the Company's Articles of Association, as well as to carry out all actions deemed necessary to
fulfill all applicable provisions and requirements in the context of implementing the
Company's capital reduction.
• Fifth Agenda
Approval of adjustments to Article 3 of the Company's Articles of Association concerning
the Company's Purpose and Objectives in connection with the enactment of Central
Statistics Agency Regulation Number 7 of 2025 concerning the Indonesian Standard
Classification of Business Fields.
Explanation:
In this EGMS agenda, the Company requests the approval of the Company's Shareholders
regarding the adjustment of Article 3 of the Articles of Association concerning the Purpose
and Objectives of the Company with the Regulation of the Central Statistics Agency Number 7
of 2025 concerning the Indonesian Standard Classification of Business Fields ("BPS
Regulation No. 7/2025"), bearing in mind that every company is required to adjust Article 3
of the Articles of Association concerning the Purpose and Objectives with BPS Regulation No.
7/2025, and the Company's business activities have not in fact changed after being adjusted
with BPS Regulation No. 7/2025.
• Sixth Agenda
Approval to grant power and authority with the right of substitution to the Company's
Board of Directors to implement all decisions in the above agendas, including but not
limited to making or requesting the making of all necessary deeds, letters and documents,
appearing before authorized parties/officials (including notaries), and submitting
applications to authorized parties/officials to obtain approval or reporting the matter to
authorized parties/officials as referred to in the applicable laws and regulations.
Explanation:
In this EGMS agenda, the Company requests the approval of the Company's Shareholders for
the granting of power and authority with the right of substitution to the Company's Board of
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Directors to implement all decisions in the agenda items that have been approved by the
Company's Shareholders in this EGMS.
Notes:
1. The Company does not send a separate invitation letter to the Company's Shareholders, so
that this Summon, in accordance with the provisions of the Company's Articles of
Association, is an official invitation to the Company's Shareholders.
2. The Company's Shareholders who are entitled to attend or be represented by a valid power
of attorney at the Meeting are:
a. For Company shares that are not in collective custody:
The Company's Shareholders or their proxies whose names have been legally
registered in the Company's Shareholders Register on Wednesday, April 22, 2026,
until 16.00 WIB at PT Sinartama Gunita, the Company's Securities Administration
Bureau ("BAE"), domiciled at Menara Tekno, 7th Floor, Jl. Fachrudin No. 19, RT 1/RW
7, Kelurahan Kampung Bali, Kecamatan Tanah Abang, Jakarta Pusat 10250.
b. For the Company's shares held in collective custody:
Shareholders of the Company whose names are legally registered with the account
holder or custodian bank at PT Kustodian Sentral Efek Indonesia (“KSEI”) on April
22, 2026, no later than 16:00 WIB. For KSEI securities account holders in collective
custody are required to provide the List of Shareholders of the Company under their
management to KSEI to obtain Written Confirmation for the Meeting (“KTUR”).
3. a. Shareholders of the Company and/or their proxies who will attend the Meeting in
person are kindly requested to bring and submit a photocopy of the Collective Share
Certificate and a photocopy of their National Identity Card (“KTP”) or other valid
form of identification to the registration officer before entering the Meeting room.
Shareholders of the Company in the form of legal entities are required to bring and
submit 1 (one) copy of the deed of establishment, the latest deed of amendment and
the latest deed of appointment of management (board of directors and board of
commissioners) to the registration officer before entering the Meeting room.
Shareholders of the Company in collective custody at KSEI are required to bring a
KTUR in their name to the registration officer before entering the Meeting room.
b. Shareholders of the Company who are unable to attend may be represented by their
proxies by bringing a valid power of attorney as determined by the Board of Directors
of the Company ("Power of Attorney") and by attaching a photocopy of the KTP or
other valid identification of the Shareholders of the Company as the power of
attorney or their proxies with the provision that members of the Board of Directors,
Board of Commissioners and employees of the Company may act as proxies of the
Shareholders of the Company in the Meeting but are not entitled to cast votes in the
voting at the Meeting.
c. The Power of Attorney form can be downloaded from the Company's website.
(www.fksfs.co.id).
d. All Powers of Attorney must be received by the Company through the BAE no later
than 3 (three) working days before the Meeting until 16:00 WIB.
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4. The deadline for providing an electronic declaration of attendance or electronic power of
attorney (e-proxy) and electronic votes in the eASY.KSEI application is no later than 1
(one) working day before the Meeting date until 12.00 WIB.
5. Shareholders of the Company who will attend or provide electronic power of attorney at
the Meeting via the eASY.KSEI application must pay attention to the following matters:
a. Registration Process
i. Shareholders in the form of local individuals who have not provided a
declaration of attendance or power of attorney in the eASY.KSEI application
by the deadline in number 4 and wish to attend the Meeting electronically are
required to register their attendance in the eASY.KSEI application on the date
of the Meeting until the electronic Meeting registration period is closed by the
Company.
ii. Shareholders in the form of local individuals who have provided a declaration
of attendance but have not yet cast a vote for at least 1 (one) Meeting agenda
item in the eASY.KSEI application until the deadline in number 4 and wish to
attend the Meeting electronically are required to register their attendance in
the eASY.KSEI application on the date of the Meeting until the electronic
Meeting registration period is closed by the Company.
iii. Shareholders who have granted power of attorney to the proxy provided by
the Company (Independent Representative) or Individual Representative but
the Shareholders have not yet cast a vote for at least 1 (one) Meeting agenda
item in the eASY.KSEI application until the deadline in number 4, then the
proxy representing the Shareholders is required to register their attendance in
the eASY.KSEI application on the date of the Meeting until the electronic
Meeting registration period is closed by the Company.
iv. Shareholders who have granted power of attorney to the authorized
participant/intermediary (custodian bank or securities company) and have
cast their votes in the eASY.KSEI application until the deadline in number 4,
then the authorized representative who has been registered in the eASY.KSEI
application on the date of the Meeting until the electronic Meeting registration
period is closed by the Company.
v. Shareholders who have provided a declaration of attendance or given power
of attorney to the proxy provided by the Company (Independent
Representative) or Individual Representative and have given a vote for at least
1 (one) or all of the Meeting agenda items in the eASY.KSEI application no later
than the deadline in number 4, then the Shareholders or proxy do not need to
register their attendance electronically in the eASY.KSEI application on the
date of the Meeting. Share ownership will automatically be counted as the
attendance quorum and the votes that have been given will automatically be
counted in the voting of the Meeting.
vi. Delays or failures in the electronic registration process as referred to in points
i to v for any reason whatsoever will result in Shareholders or their proxies
being unable to attend the Meeting electronically, and their share ownership
will not be counted as a quorum for attendance at the Meeting.
b. Process for Submitting Questions and/or Opinions Electronically
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i. Shareholders or their proxies have 3 (three) opportunities to submit questions
and/or opinions in each discussion session per Meeting agenda item. Questions
and/or opinions per Meeting agenda item can be submitted in writing by
Shareholders or their proxies using the chat feature in the 'Electronic Opinions'
column available on the E-meeting Hall screen in the eASY.KSEI application
ii. Determining the mechanism for implementing written discussions per Meeting
agenda item via the E-meeting Hall screen in the eASY.KSEI application is the
Company's authority and this will be outlined in the Meeting Rules of
Procedure via the eASY.KSEI application.
iii. For Shareholders' proxies who are present electronically and will convey
questions and/or opinions of the Shareholders they represent during the
discussion session per agenda item of the Meeting, they are required to write
the name of the Shareholder and the amount of their share ownership followed
by the related questions and/or opinions.
c. Voting Process
i. The electronic voting process takes place in the eASY.KSEI application in the
E-meeting Hall menu, Live Broadcasting submenu.
ii. Shareholders who are present in person or represented by their proxy but have
not yet cast their vote on the Meeting agenda item, then the shareholders or
their proxy have the opportunity to submit their vote during the voting period
via the E-meeting Hall screen in the eASY.KSEI application opened by the
Company. When the electronic voting period for the Meeting agenda item
begins, the system will automatically run the voting time by counting down for
a maximum of 5 (five) minutes.
iii. Voting time during the electronic voting process is the standard time set in the
eASY.KSEI application. Each Company may determine the time policy for direct
electronic voting per agenda item in the Meeting (with a maximum time of 5
(five) minutes per agenda item) and will be stated in the Meeting Rules of
Procedure through the eASY.KSEI application.
d. Meeting Presentation
i. Shareholders or their proxies who have registered on eASY.KSEI no later than
the deadline in point 4 can watch the ongoing Meeting via Zoom webinar by
accessing the eASY.KSEI menu (Meeting Broadcast submenu) located in the
AKSes facility (https://akses.ksei.co.id/).
ii. Shareholders or their proxies who do not have the opportunity to watch the
Meeting via the GMS broadcast are still deemed to be legally present
electronically and their share ownership and voting choices are taken into
account in the Meeting, as long as they have been registered in the eASY.KSEI
application.
iii. Shareholders or their proxies who only watch the Meeting via the Meeting
Broadcast but are not registered to attend electronically on the eASY.KSEI
application, then the presence of the Shareholder or their proxies will be
deemed invalid and will not be included in the calculation of the attendance
quorum for the Meeting.
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iv. Shareholders or their proxies who watch the Meeting via the Meeting
Broadcast have the raise hand feature that can be used to raise questions
and/or opinions during the discussion session per Meeting agenda item. If the
Company permits by activating the allow to talk feature, then Shareholders or
their proxies can submit questions and/or opinions by speaking directly.
Determining the mechanism for implementing discussions per Meeting agenda
item using the allow to talk feature contained in the Meeting Broadcast is the
authority of the Company and this will be outlined by the Company in the
Meeting Rules of Procedure through the eASY.KSEI application.
6. Shareholders can delegate their votes to the BAE as the Company's Independent
Representative, by using the eASY.KSEI (e-proxy) application which can be accessed on the
official KSEI website (https://akses.ksei.co.id/) along with the official guide provided on
the official KSEI website
(https://www.ksei.co.id/Download/Panduan_Penggunaan_Aplikasi_eASY_KSEI_ver_2.01.
pdf). This e-Proxy facility is available to shareholders who are entitled to attend the
Meeting from the date of the Meeting Summon, April 23, 2026, until the deadline in number
4.
7. The Company does not provide materials for the Meeting agenda, including the
Independent Shareholder statement form, in printed form, in which case, the Company will
provide Meeting materials for the Meeting agenda through the Company's website
(www.fksfs.co.id) and/or on the official eASY.KSEI website from the date of the Meeting
Invitation until the date the Meeting is held.
8. In accordance with Article 18 paragraph (5) of OJK Regulation No. 15/POJK.04/2020
concerning the Planning and Implementation of General Meetings of Public Companies, the
Company's Independent Shareholders are asked to sign a statement form stating that: (i)
the person concerned is indeed an Independent shareholder; and (ii) if it is later proven
that the statement is not true, then the person concerned may be subject to sanctions in
accordance with applicable regulations.
9. To maintain order at the Meeting, Shareholders and/or their proxies are requested to be
present at the Meeting venue 30 (thirty) minutes before the Meeting begins.
THE COMPANY DOES NOT PROVIDE CONSUMPTIONS, SOUVENIRS AND MEETING
AGENDA MATERIALS IN PHYSICAL FORM TO SHAREHOLDERS AND SHAREHOLDERS'
AGENTS WHO ATTEND THE MEETING.
Jakarta, April 23 2026
PT FKS Food Sejahtera Tbk.
Board of Directors
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Names mentioned 7 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.2
unresolved
person
Farry Ongko Widjaja
· Director
p.3
unresolved
person
Ricky Tjok. Therefore
p.3
unresolved
org
Minister of Law
p.3
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.5
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