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20231222_TOTO_Pemanggilan RUPS_31561918_lamp1.pdf
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TOTO
CONVOCATION
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT SURYA TOTO INDONESIA Tbk
Domiciled in West Jakarta
(“Company”)
The Board of Directors of the Company hereby invites the shareholders of the Company to attend the
Company’s Extraordinary General Meeting of Shareholders (“Meeting”) which will be held on:
Day/Date : Tuesday, January 16th, 2024
Venue : Multifunction Hall, TOTO Building 7th Floor
Jl. Let. Jend S. Parman Kav. 81, Slipi Palmerah
West Jakarta, Indonesia
Time : 14.00 Western Indonesian Time - end
The Extraordinary General Meeting of Shareholders agendas is as follows:
1. Approval of amendment of the Board of Commissioners and / or Directors
Explanation of the Extraordinary General Meeting of Shareholders agendas:
- Meeting Agenda is held in connection with the Company's need to change the composition of the
Company's management in accordance with Article 94 paragraph (1), Article 111 paragraph (1) of
the Company Law, Article 17, and Article 20 of the Company's Articles of Association.
Notes:
1. The Company will not send a separate invitation to the Shareholders. This notice of advertisement
is in accordance with Article 13 paragraph 4 of the Articles of Association and constitutes an official
invitation for the Company's Shareholders. This summons can also be seen on the Company's
website https://www.investor.toto.co.id/rups2024, website of the Indonesia Stock Exchange and on
the Electronic General Meeting System which is provided by PT Kustodian Sentral Efek Indonesia
(“eASY.KSEI application”).
2. Those entitled to attend or be represented at the Meeting are:
a. For the Company's shares that have not been included in the Collective Custody, only the
shareholders or authorized shareholders of the Company, whose names are registered in the
Register of Shareholders at the Company's Securities Administration Bureau ("BAE"), PT BSR
Indonesia on December 21st, 2023 until 16.00 Western Indonesia Time
b. For the Company's shares which are in the Collective Custody, only shareholders or authorized
shareholders whose names are registered in the account holder or custodian bank at PT
Kustodian Sentral Efek Indonesia ("KSEI") on December 21st, 2023 until 16.00 Western
Indonesia Time
3. Shareholders can attend electronically through the eASY.KSEI application or authorize their
attendance electronically through the eASY.KSEI application, including granting voting rights for
each agenda of the Meeting with the following conditions:
a. Shareholders inform their presence or appoint their proxies and/or submit voting options on
the eASY.KSEI application, no later than 12.00 Western Indonesia Time on 1 (one) working
day before the Meeting date.
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Shareholders of the local individual type who have not provided a declaration of attendance
or power of attorney in the eASY.KSEI application by the said deadline, and wish to attend
the Meeting electronically are required to register attendance in the eASY.KSEI application
on the date of the Meeting until the electronic Meeting registration period is closed by
Company
b. Shareholders are required to register their attendance electronically through the eASY.KSEI
application on the date of the Meeting until the electronic registration period for the Meeting
is closed by the Company, if they have not given their vote choices for at least 1 (one) item
on the Meeting agenda on the eASY.KSEI application, until the deadline according to letter
a above.
c. Shareholders who will attend electronically or give their proxies electronically to the
Meeting through the eASY.KSEI application, must pay attention to the following :
i. Registration Process
ii. Electronic Submission of Questions and/or Opinions
iii. Voting Process
iv. GMS Impressions
4. As measures to prevent the spread of the COVID-19 virus, the Company will facilitate the
Shareholders who entitled to attend the Meeting but are not able to attend the Meeting by giving
power with the mechanism as follows:
a. The Company prepares 2 (two) types of power of attorney to Shareholders, namely
Conventional Power of Attorney which can be downloaded through the Company's website or
using Electronic Power of Attorney or e-proxy which can be accessed electronically via the
website eASY.KSEI (https://easy.ksei.co.id)
i. Conventional Power of Attorney - power of attorney covering voting as well as questions
on each agenda item. The power of attorney that has been completed and signed along with
the supporting documents can be sent a scanned copy via email: toto.indonesia@toto.co.id
and adm.efek@bsrindonesia.com. The original power of attorney must be sent by
registered letter to the Company's Securities Administration Bureau, namely PT BSR
Indonesia and received no later than Wednesday, January 10th, 2024 at 16:00 Western
Indonesia Time, with the following address: PT BSR Indonesia, Gedung Sindo Lt. 3, Jl.
Wahid Hasyim No. 38, Menteng, Jakarta Pusat 10340 Tel: 021 – 31181811 Fax: 021-
3927721 attention to Mr. Gerardus Peu Apelabi.
ii. Electronic Power of Attorney or e-Proxy that can be accessed through eASY.KSEI - a
power of attorney system provided by KSEI to facilitate and integrate power of attorney
from the Shareholders without scrip which shares are in KSEI collective custody to their
proxies electronically through eASY website KSEI (https://easy.ksei.co.id) no later than 1
(one) working day prior to the date of the Meeting which is on Monday, January 15th
2024 at 12.00 Western Indonesia Time. Shareholders who will use eASY.KSEI can
download the usage guidelines at the following link
(https://www.ksei.co.id/data/download-data-and-user-guide).
Electronic Power of Attorney or e-Proxy must comply with the procedures, terms and
conditions determined by KSEI.
b. For health reasons and compliance with the COVID-19 distribution prevention protocol, the
Company does not provide lunch, printed Annual Reports or souvenir for Shareholders or
Shareholders’ Proxy who attend the Meeting.
c. Shareholders who are unable to attend can be represented by their attorneys by bringing a valid
Power of Attorney as determined by the Company's Directors, under the condition that
members of the Board of Directors, members of the Board of Commissioners and employees
of the Company can act as the authorized shareholders of the Company in this Meeting, but
their votes are no counted in the voting.
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5. This preventive action does not prevent the Shareholders who are willing to attend directly at the
Meeting, but with due regard to the following provisions:
a. Use a mask;
b. Shareholders or Shareholders’ Proxy who are sick even though their body temperature is still
within normal limits are not permitted to enter the Meeting Room;
c. Following the directions of the Meeting committee in implementing the physical distancing
policy at the Meeting Room both before the Meeting starts, at the time of the Meeting, and after
the Meeting is finished;
d. If at the Meeting venue a Shareholder or Shareholder's Proxy is seen to have symptoms of flu
and/or cough, he or she will be asked to leave the Meeting Room;
e. The Company only provides 30 seats for Shareholders or Shareholders' Proxy who will remain
physically present at the Meeting. The seat quota will be given to the Shareholders who have
registered early and / or based on the order of attendance of the Shareholders;
f. For Shareholders or Shareholders' Proxy who do not have seating capacity, are invited to
authorize their presence and their voting to the Independent Power of Attorney appointed by
the Company which is PT BSR Indonesia;
g. To facilitate the organization of the Meeting, the Shareholders or Shareholders’ Proxy are
kindly requested to be present at the Meeting Room at least 30 minutes before the Meeting
starts;
h. In the question-and-answer session, the facilities provided are only via e-mail that can be
delivered to email toto.indonesia@toto.co.id;
i. The Company will further announce if there are changes and/or additions to the provisions
related to the procedure for conducting the Meeting with reference to the latest conditions
regarding control of prevention the spread of Covid-19 Virus.
6. Shareholders or Shareholder’s Proxy who will attend the Meeting are kindly requested to bring and
submit a photocopy of the Collective Share Certificate and a photocopy of the National Identity
Card (KTP) or other identification to the Company's registrar, before entering the Meeting Room.
Shareholders in Collective Custody must bring Written Confirmation for Meeting ("KTUR") which
can be obtained through a Securities Company or Custodian Bank where Shareholders open the
securities account.
7. For the shareholders of the Company in the form of a legal entity are kindly requested to bring a
photocopy of the articles of association and their amendments and the deed of appointment of the
Board of Directors and the Board of Commissioners of the latest management when the Meeting is
held, which must be completed with proof of approval/notification/ratification (as prevailed) from
the official or authorized institution.
8. The materials for the Meeting can be downloaded through the Company's website
https://www.investor.toto.co.id/rups2024 from the date of the Convocation to the holding of the
Meeting.
Jakarta, 22 December 2023
PT SURYA TOTO INDONESIA Tbk
Board of Directors
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