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20231116_WSKT_Pemanggilan RUPS_31520143_lamp3.pdf
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INVITATION OF THE
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
PT WASKITA KARYA (PERSERO) Tbk
The Board of Directors of PT Waskita Karya (Persero) Tbk (“Company”) herewith invite the
Shareholders of the Company to attend the Extraordinary General Meeting of Shareholders
(“Meeting”) which will be held on:
Day/Date : Friday, December 8th, 2023
Time : 15.00 Western Indonesia Time – Finish
Venue : Waskita Heritage Building, 11th floor, Jl MT Haryono
No. 10 RT 11 RW 11 Cipinang Cempedak,
Jatinegara, East Jakarta, Jakarta 13340.
With the following Agendas:
1. Approval of the Company’s Restructuring Proposal as intended in the Minister of State-
Owned Enterprises Regulation No. PER-2/MBU/03/2023 of 2023 concerning Guidelines
for Governance and Significant Corporate Activities of State-Owned Enterprises.
2. Changes in the Management of the Company.
With the following explanations:
1. The purpose of the aforementioned agenda is in order to comply with Articles 122 and
123 of the Minister of State-Owned Enterprises Regulation No. PER-2/MBU/03/2023
concerning Guidelines for Governance and Significant Corporate Activities of State-
Owned Enterprises.
2. With respect to fulfill the provisions of Article 5 paragraph (4) point c and Article 25
paragraph (4) point a of the Company's Articles of Association, SOE Minister of the
Republic of Indonesia Regulation Number PER-02/MBU/02/2015 concerning
Requirements and Procedures of Appointment, and Dismissal of SOE's Board of
Commissioner and Board of Trustees juncto SOE Minister Regulation Number
PER10/MBU/10/2020 Concerning Amendments to SOE Minister of the Republic of
Indonesia Regulation Number PER-02/MBU/02/2015, and SOE Minister of the Republic
of Indonesia Regulation Number PER-11/MBU/07/2021 Concerning Requirements and
Procedures of Appointment, and Dismissal of SOE's Board of Director juncto SOE
Minister of the Republic of Indonesia Regulation Number PER-7/MBU/09/2022
Concerning Amendments to SOE Minister of the Republic of Indonesia Regulation
Number PER-11/MBU/07/2021.
Notes:
With regard to the Meeting, the Company notify as follows:
1. The Company shall not send separate invitations to the Shareholders, due to this
announcement constitutes an official Invitation to the Meeting.
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2. Materials for the Meeting are available from the date of this Invitation until the day of the
Meeting. The Meeting materials may be downloaded from the Company’s website via
https://investor.waskita.co.id/gms.html in accordance with Article 18 paragraph (1) of
Financial Services Authority Regulation Number POJK 15/2020 Concerning Planning and
Implementation of General Meeting of Shareholders for Public Companies (“POJK
15/2020”) and eASY.KSEI application.
3. In accordance with Article 23 paragraph (2) of POJK 15/2020, Shareholders who are
entitled to attend and vote in the Meeting are those whose names are recorded in the
register of Shareholders of the Company or the securities account at The Indonesia Central
Securities Depository (“KSEI”) on November 15th, 2023.
4. The participation of the Shareholder in the Meeting shall be enforced with the following
mechanism:
a. Attend the on-site Meeting;
b. Attend the virtual Meeting through eASY.KSEI application
5. With respect to utilize the eASY.KSEI application, the shareholder shall access the
eASY.KSEI menu, submenu eASY.KSEI login which is available at the AKSes facility
(https://akses.ksei.co.id/).
6. Shareholders shall read the requirement delivered through this Invitation along with other
requirements related to the Meeting implementation in accordance with the authority set
forth by the Company before prescribing to participate in the Meeting. The other
requirements shall be found through the attached documents in the “Meeting Info” feature
on the eASY.KSEI application and/or the Meeting Invitation on the Company’s website.
The Company has the right to determine other requirements regarding the shareholder or
the proxy participation who will attend the on-site Meeting.
7. Shareholders who will attend the on-site Meeting or shareholders who will implement their
voting rights through the eASY.KSEI application, shall inform their attendance or appoint
their proxy, and/or submit their vote to the eASY.KSEI application.
8. The deadline for submitting an electronic declaration of attendance or being able to provide
power of attorney electronically (e-proxy) and vote electronically in the eASY.KSEI
application is no later than 12.00 WIB on 1 (one) working day prior to the date of the
Meeting, which is on Desember 7th, 2023.
9. Shareholders who will attend the on-site Meeting or provide the electronic proxy to the
Meeting through the eASY.KSEI application shall consider the following matter:
a. Registration process
i. The local individual type of shareholders who have not provided the declaration of
presence or power of attorney in the eASY.KSEI application by the deadline
stated in point 8 and desire to attend the Meeting electronically are required to
register the attendance in the eASY.KSEI application on the date of the Meeting
until the electronic registration period for the Meeting is closed by the Company.
ii. The local individual type of shareholders who have provided the declaration of
attendance but have not provided their vote at minimum for 1 (one) Meeting
agenda in the eASY.KSEI application until the deadline stated in point 8 and
desire to attend the Meeting electronically therefore shall register their attendance
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in the eASY.KSEI application on the date of the Meeting until the Meeting
registration period is closed by the Company.
iii. The shareholders who have provided the power of attorney to their proxy which
provided by the Company (Independent Representative) or Individual
Representative but such shareholder has not provided their vote at minimum for
1 (one) Meeting agenda in the eASY.KSEI application until the deadline stated in
point 8, therefore such proxy who represents the shareholder shall register the
attendance in the eASY.KSEI application on the date of the Meeting until the
period of the electronic Meeting registration is closed by the Company.
iv. The shareholders who have provided their power of attorney to their
proxy/intermediary (Custodian Bank or the Securities Company) and have already
provided their vote in the eASY.KSEI application until the deadline stated in point
8, therefore the proxy who has been registered in the eASY.KSEI application shall
register their attendance in the eASY.KSEI application on the date of the Meeting
until the electronic Meeting registration is closed by the Company.
v. The shareholders who have provided the declaration of attendance or power of
attorney to their proxy which is provided by the Company (Independent
Representative) or Individual Representative and have already provided their vote
at minimum for 1 (one) Meeting agenda in the eASY.KSEI application no later
than the deadline stated in point 8, therefore the shareholder or the proxy will be
automatically counted as the attendance quorum and the vote which has already
been provided will be automatically counted in the Meeting voting.
vi. The lateness or failure of the electronic registration process as mentioned in point
i-iv, for any reason, will cause the shareholder or their proxy cannot attend the
electronic Meeting, as well as their shares shall not be counted as attendance
quorum in the Meeting.
b. The Process of the Electronic Question and/or Opinion Deliverance
i. The shareholders or their proxies have 1 (one) chance to deliver their question
and/or opinion in every discussion session per meeting agenda. The question
and/or opinion per Meeting agenda shall be delivered in writing by the
shareholders or their proxies by using the chat feature on the Electronic Opinions
section provided on the E-Meeting Hall screen in the eASY.KSEI application. The
delivery of questions and/or opinions shall be implemented as long as the Meeting
status on the General Meeting Flow Text section is ”Discussion started for agenda
item no []”.
ii. The determination of the mechanism of the discussion per Meeting agenda in
writing through the E-Meeting Hall screen in the eASY.KSEI application is the
authorization of every Company and such thing shall be stated by the Company in
the Meeting Implementation Proceeding through eASY.KSEI application.
iii. To all the proxy who will attend the electronic Meeting and will deliver questions
and/or opinions from the shareholder at the discussion session is held, therefore
shall write their shareholder’s name and the number of the shares followed by the
related question or opinion.
c. The Process of Voting
i. The electronic voting process will be held in the eASY.KSEI application on E-
Meeting Hall menu, sub-menu Live Broadcasting.
ii. The shareholders who attend or are represented by their proxy but have not
provided their vote on the Meeting agenda as stated in point 9 letter a number i-
iii, therefore the shareholders or the proxy have the chance to deliver their vote
as long as the voting period through the E-Meeting Hall screen in the eASY.The
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KSEI application is still open by the Company. When the period of the electronic
voting per Meeting agenda is started, the system will automatically run the voting
time by counting down for 5 (five) minutes. When the electronic voting process is
held, the status of ”Voting for agenda item no [] has started” will be seen in the
General Meeting Flow Text section. If the shareholders or the proxy do not provide
their vote for the related Meeting agenda until the Meeting status seen in the
section is changing firm ’General Meeting Flow Text’ to ’Voting for agenda item no
[] has ended’, therefore such shareholder or proxy will be considered to vote
Abstain.
iii. Voting time during the electronic voting period is constituted as the standard
period which determined in the eASY.KSEI application. Every Company may
determine the electronic voting time period per Meeting agenda (with the
maximum period of time is 5 (five) minutes per Meeting agenda) and shall be
stated in the Meeting Implementation Proceeding through the eASY.KSEI
application.
d. The Meeting Implementation Live Broadcasting
i. The shareholders or the proxy who have already registered in the eASY.KSEI
application no later than the period stated in point 8 shall witness the hold of the
Meeting implementation through zoom application by accessing the eASY.KSEI
menu, submenu “Tayangan RUPS” which is provided in the AKSes
(https://akses.ksei.co.id/) facility.
ii. The General Meeting of Shareholders has 500 participant capacities, where the
attendance of each participant will be determined on a first come first serve basis.
For the shareholders or proxy who do not have the chance to witness the Meeting
implementation through “Tayangan RUPS” shall be considered to attend the
electronic Meeting legitimately as well as their shares ownership and their vote shall
be considered in the Meeting, as long as they are already registered in the
eASY.KSEI application in accordance with the requirement stated on pint 9 letters
a number i-v.
iii. The shareholders or the proxy who only witnessed the Meeting implementation
through “Tayangan RUPS” but have not registered electronically through the
eASY.KSEI application in accordance with the requirement stated on point 9 letters
a number i-v, their attendance shall be considered not legitimate and shall not be
included in the Meeting quorum attendance.
iv. The shareholders or the proxy who only witness the Meeting through“Tayangan
RUPS” have the raise hand feature which can be used to ask questions and/or
opinions during the discussion period is held. If the Company allows the participant
to activate the “allow to talk” feature, the shareholders or the proxy may deliver the
question and/or opinion by speaking directly. The determination of the discussion
per Meeting agenda mechanism by using the “allow to talk” feature which provided
in the “Tayangan RUPS” is the authority of the Company and the details shall be
stated in the Meeting Implementation Procedure through the eASY.KSEI
application.
v. To gain the best experience in using the eASY.KSEI application and/or “Tayangan
RUPS”, the shareholder or the proxy is recommended to use the Mozilla Firefox
browser.
10. Supposing the Shareholders intend to attend the on-site Meeting, please consider the
following guidelines:
a. Shareholders who will not present at the on-site Meeting may be represented by their
proxy with the following requirements:
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1) The Shareholders shall issue a Power of Attorney to independent parties on
condition that the member of the Board of Directors and the Board of
Commissioners, and officials of the Company, may act as a proxy of the
Shareholders in the Meeting. Nevertheless, their votes are not calculated in the
voting.
2) The form of the Power of Attorney may be downloaded on the Company’s website.
The fully completed Power of Attorney shall be delivered to the Securities
Administration Bureau (”BAE”) of the Company, PT Datindo Entrycom, at Jl.
Hayam Wuruk No. 28, Jakarta 10210, Telp. (021) 3508077, at the latest on
December 7th, 2023 at 12.00 Western Indonesia Time.
b. Attending Shareholders (or their proxy) are requested to bring and submit a copy of
valid identification to the registration officer before entering the Meeting room.
c. Legal Entity Shareholders are requested to bring a complete copy of their Articles of
Association, attached with the deed of the current composition of the Board of
Directors and the Board of Commissioners.
d. Shareholders included in Collective Custody must submit Written Confirmation for
Meeting (”KTUR”) which may be obtained during business hours at the Securities
Company or at the Custodian Bank in which the Shareholders open their securities
account.
e. Shareholders (or their Proxy) shall follow the health and safety protocol implemented
by the Company at the Meeting venue.
f. It is recommended that Shareholders (or their proxies) give power of attorney through
the eASY.KSEI system without prejudice to their rights to ask questions, opinions,
and/or vote at the Meeting.
11. With respect to facilitate the arrangement and orderly holding of the Meeting, the
Shareholders (or their proxies) are kindly required to be present at the Meeting venue 30
(thirty) minutes before the Meeting started.
Jakarta, November 16th, 2023
BOARD OF DIRECTORS
PT WASKITA KARYA (PERSERO) Tbk
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