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20231115_TOBA_Pemanggilan RUPS_31519535_lamp2.pdf
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PT TBS Energi Utama Tbk
Treasury Tower, Level 33 District 8, SCBD Lot 28
Jl. Jend Sudirman Kav.52-53, Jakarta 12190, Indonesia
Telp. +6221 5020 0353 | Fax. +6221 5020 0352
corsec@tbsenergi.com
INVITATION
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT TBS ENERGI UTAMA Tbk
The Board of Directors of PT TBS Energi Utama Tbk (the “Company”), domiciled in South Jakarta,
hereby invites all the Company’s Shareholders to attend the Extraordinary General Meeting of
Shareholders (“Meeting”) of the Company, which will be held on:
Day / Date : Thursday, December 7th 2023
Time : 14.00 Western Indonesian Time - onwards
Place : Sapphire, M Floor, Artotel Suites Mangkuluhur Jakarta,
Jl. Gatot Subroto, Kav. II No.3 Semanggi
Jakarta 12930
Agenda of the Meeting
Approval of the Changes in the Composition of the Company’s Management.
Explanation of the Agenda
In accordance to:
(i) Article 15 of the Company’s Article of Association juncto Financial Services Authority (OJK)
Regulation Number 33/POJK.04/2014 on the Board of Directors and the Board of Commissioners
of Issuers or Public Companies, that the appointment and/or dismissal of each member of the
Board of Directors is decided at the General Meeting of Shareholders;
(ii) the recommendation of Nomination and Remuneration Committee in accordance with OJK
Regulation Number 33/POJK.04/2014 on Nomination and Remuneration Committee of Public
Companies; and
(iii) business development plan and the Company's commitment to achieving carbon neutrality by 2030;
The Company will propose to the Meeting to obtain approval of the changes in the composition of the
Company's management, namely honorably dismissed Mr. Teguh Alamsyah in his position as Director
of the Company in connection with other assignments in the Company's group, as well as the
appointment of Mr. Sudharmono Saragih and Mr. Mufti Utomo respectively as Directors of the
Company. The curriculum vitae of Mr. Sudharmono Saragih and Mr. Mufti Utomo is available on the
Company's website www.tbsenergi.com.
Explanation of the Meeting Quorum:
1. The Meetings can be held and have the right to make legal and binding decisions if attended by
Shareholders or their legal proxies representing more than ½ (one-half) of total number of shares
with valid voting rights whose attend at the GMS.
2. Meeting decisions are taken based on deliberation to reach consensus. In the event that a decision
based on deliberation to reach consensus is not reached, the decision is valid if it is approved by
more than ½ (one half) of the total number of shares with valid voting rights who are present and/or
represented at the Meeting.
Note:
1. The Company does not send separate invitation to the Shareholders. This Invitation is considered as
an invitation. This invitation constitutes as the official invitation for the Company’s Shareholders.
2. The Company's Meeting will be held physically and electronically using the KSEI Electronic General
Meeting System Application (“eASY.KSEI Application”) provided by Indonesia Central Securities
Depository (KSEI), and will be implemented in accordance with the provisions of OJK Regulation
Number 15/POJK.04/2020 on the Plan and Implementation of the General Meeting of Shareholders
of Publicly Listed Companies Indonesia (“POJK 15”), the Financial Services Authority Regulation
www.tbsenergi.com
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Number 16/POJK.04/2020 regarding the Implementation of the Electronic General Meeting of
Shareholders of Public Companies (“POJK 16”), and the Article of Association of the Company.
Thus, the Shareholders’ participation in the Meeting can be conducted by choosing one of the
following mechanisms:
a. Attend the meeting physically; or
b. Attend the Meeting electronically through the eASY.KSEI Application; or
c. Attend by authorizing the proxy either through the Electronic Power of Attorney or with the
Conventional Power of Attorney as referred to in point 4 below.
3. The Shareholder who are eligible to attend or be represented in the Meeting, whether physically or
electronically, are the Company’s Shareholders - whose shares are in KSEI’s collective custody
(scriptless) or Shareholders whose shares are not in Kustodian Sentral Efek Indonesia (“KSEI”)
collective custody (script) - whose names are registered in the Register of Shareholders of the
Company on November 14, 2023 until 16:00 pm (recording date) (“the Shareholders”).
4. The Company’s Shareholders which will attend the Meeting by granting power of authority
mechanism, the Company provide the granting power of authority mechanism as follows:
a. Electronic Power of Attorney.
The Shareholders may provide electronic power of attorney (“e-Proxy”) to the Securities
Administration Bureau (“BAE”) PT Datindo Entrycom, through the Electronic General Meeting
System KSEI (eASY.KSEI) facility, using the link https://akses.ksei.co.id at the latest 1 (one)
working day before the Meeting is held: December 6, 2023 at 12.00 WIB. Guidelines for
registration, usage, and further explanation in regards to eASY.KSEI may be accessed in
eASY.KSEI Application.
b. Conventional Power of Attorney.
The Shareholders may grant power of attorney to an Independent Party appointed by the
Company, BAE, or other party appointed by the Shareholders, with due observance to the
following provisions:
i). Form of Power of Attorney can be downloaded in the Company’s website using the link
www.tbsenergi.com and the original Power of Attorney must be sent to the office of the
Company, addressed at Treasury Tower Lantai 33, District 8 SCBD Lot. 28 Jl. Jend.
Sudirman Kav.52-53, South Jakarta 12190 or to BAE: PT Datindo Entrycom, Jalan
Hayam Wuruk Number 28, Jakarta 10120. The scanned copy of the Power of Attorney
must be received by electronic mail corsec@tbsenergi.com, at the latest 1 (one) working
day before the Meeting is held: December 6, 2023 at 12.00 WIB, without prejudice the
Company’s policy, attached with supporting document as mentioned in point iii) and iv)
below.
ii). Shareholders can also provide their power of attorney at the venue for the Meeting by
bringing and submitting a copy of their valid identification to the registration officer.
iii). For individual Shareholders, the granting of power of attorney must include a photocopy
of the valid identity copy of the Shareholder and the attorney.
iv). For shareholders in the form of legal entities, the granting of power of attorney must
include a photocopy of the latest articles of association, photocopy of the latest deed of
appointment of members of the Board of Directors and Board of Commissioners, proof of
approval/reporting from/to Minister of Law and Human Rights of Republic of Indonesia
regarding the articles of association and appointment of members of the Board of
Directors and Board of Commissioners, as well as a valid copy of identity of the
authorized representative of the grantor and the attorney.
v). If the Power of Attorney for Shareholders is signed:
- within the territory of the Republic of Indonesia, the Power of Attorney must be
affixed with 1 (one) IDR10,000 stamp duty and the Grantor's signature must be
dated on the stamp;
- outside the territory of Indonesia, the Power of Attorney must be legalized by the
local Notary and by the Embassy of the Republic of Indonesia or the closest
consular to the place where the power of attorney was signed or apostille by the
competent authority in the local country.
vi). Members of the Board of Directors, the Board of Commissioners and employees of the
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Company may act as proxies in the Meeting, however, the votes they cast as proxies in
the Meeting are not counted in voting. In the event that the Power of Attorney is done
electronically, members of the Board of Directors, the Board of Commissioners and
employees of the Company cannot act as proxies.
5. For Shareholders who choose to attend the Meeting electronically through the eASY.KSEI
Application, the following provisions will be applied:
a. Shareholders can confirm their electronic attendance and cast their vote through the
eASY.KSEI Application from the date of the Meeting’s Invitation the date of the Meeting:
December 7, 2023 at the closing of the electronic registration of the Meeting by the Company.
b. In the event that the Shareholders and/or their authorized Proxies fail to carry out or are late in
conducting the electronic registration process as referred to in number 5, they will be considered
not present in the Meeting and will not be counted as a quorum for the attendance of the
Meeting.
6. For Shareholders or their proxies who choose to attend the Meeting physically, then prior to
attending the Meeting room, the Shareholders or their proxies attending the Meeting are required to
register with the registration officers and submit:
a. for Individual Shareholder, a copy of his/her Identity Card (Kartu Tanda Penduduk) or other form
of identification;
b. for Shareholders, which are Legal Entities, please include the documents referred to in point 4.b.
iv) above.
7. Shareholders or their proxies who have been registered in the eASY.KSEI Application can view the
ongoing Meeting via Webinar Zoom through link https://akses.ksei.co.id by accessing eASY.KSEI
menu in “Tayangan RUPS” submenu, with the following provisions:
a. Shareholders or their proxies have been registered in the eASY.KSEI Application;
b. Tayangan RUPS has the maximum capacity of 500 participants, so that the attendance of each
participant will be determined based on the first come first served method;
c. Shareholders or their proxies who have been registered in the eASY.KSEI Application but do
not have the opportunity to view the ongoing Meeting via Webinar Zoom Tayangan RUPS are
considered valid to be present electronically and their share ownership and voting choices will
be counted as a quorum for the attendance of the Meeting;
d. Shareholders or their proxies are advised to use Mozilla Firefox browser to get the best
performance and appearance in using the eASY.KSEI Application and/or Tayangan RUPS, in
accordance with the recommendations from KSEI.
8. In the event after the date of this Invitation there are operational technical changes to the eASY.KSEI
application or changes to KSEI regulations, guidelines and/or explanations related to holding
electronic Meetings via eASY.KSEI application, then these changes apply to the implementation of
the Meeting, and all arrangements in this note is related to the electronic holding of the Meeting via
the eASY.KSEI application which is considered to be adjusted to these changes.
9. Meeting materials are available from the date of the Meeting’s Invitation and can be downloaded in
the Company's website www.tbsenergi.com. The Company does not provide the hardcopy of
Meeting’s materials to the Shareholders at the time of the Meeting.
10. Any questions related to the Meeting’s Agenda can be submitted through electronic mail
corsec@tbsenergi.com or conveyed in the Meeting. As long as these questions are relevant, they
will be read out during the discussion of the Meeting agenda.
11. The Shareholders or the Attorney who will attend the Meeting physically are expected to be present
at the venue 30 (thirty) minutes prior to the commencement of the Meeting.
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12. Other matters that have not been regulated in this Invitation to the Meeting will be determined and
regulated later in the Meeting Rules which will be available on the eASY.KSEI Application and the
Company's website www.tbsenergi.com.
Jakarta, November 15, 2023
The Board of Directors
PT TBS Energi Utama Tbk
Address: Treasury Tower level 33, District 8 SCBD Lot.28
Jl. Jend. Sudirman Kav.52-53, Jakarta Selatan 12190, Indonesia
Phone. (+6221) 5020 0353, Fax. (+6221) 5020 0352
E-mail: corsec@tbsenergi.com, website: www.tbsenergi.com
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