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20231222_TOTO_Pemanggilan RUPS_31561918_lamp1.pdf

RUPS notice Text extracted TOTO

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Page 1
                                          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.
Page 3
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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