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20231017_RIGS_Pemanggilan RUPS_31459260_lamp2.pdf
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RT PT RIG TENDERS INDONESIA Tbk
Invitation Notice of the the Annual General Meeting of Shareholders
PT RIG TENDERS INDONESIA Tbk
Hereby, the Board of Directors of PT RIG TENDERS INDONESIA Tbk, domiciled in South Jakarta (the
“Company”) invites the shareholders of the Company to attend the Annual General Meeting of Shareholders
(“Meeting"), which will be held on:
Day/Date : Thursday, November 23, 2023;
Time : 09 : 00 WIB onwards;
Venue : Generali Tower, Gran Rubina Business Park 19th Floor Unit B-C,
Kawasan Rasuna Epicentrum, Jalan HR Rasuna Said, Desa/Kelurahan Karet
Kuningan, Kec. Setiabudi, Kota Adm. Jakarta Selatan, Provinsi DKI Jakarta,
Kode Pos 12940.
The Meeting agendas are as follows:
1. Approval and ratification of the Annual Report for the financial year ended on June 30, 2023,
which consists of:
a. Report on the management of the Company by the Board of Directors and Report on the
course of supervision of the Company by the Board of Commissioners for the financial
year ended on June 30, 2023;
b. Financial Statements and ratification of the balance sheet as well as the calculation of
profit and loss for the financial year ended on June 30, 2023 as well as granting and
release and full settlement (acquit et de charge) to all members of the Board of Directors
and members of the Board of Commissioners of the Company for the management and
supervision actions they have taken for the financial year ended on June 30, 2023.
Explanation: the above agenda is in accordance with the provisions of (i) Article 9 paragraph 4
letter a and letter b, Article 9 paragraph 5 of the Company's Articles of Association
and (ii) Article 66 paragraph 1 and Article 69 paragraph 1 of Law Number 40 of
2007 concerning Limited Liability Companies (“Company Law”) as partially
amended by Law number 6 of 2023 concerning Determination of Government
Regulations in Lieu of Law number 2 of 2022 concerning Job Creation into Law.
2. Determination of the use of the Company's profit/(loss) for the financial year ended on
June 30, 2023.
Explanation: the above agenda is in accordance with the provisions of (i) Article 9 paragraph 4
letter c, Article 21 and Article 22 of the Articles of Association and (ii) Article 70
and Article 71 of the Company Law.
3. Appointment of a Public Accountant to examine the Company's books for the financial year
July 1, 2023 to June 30, 2024 and delegation of authority to the Company's Board of Directors
to determine the honorarium and other terms of appointment for the Public Accountant.
Explanation: the above agenda is in accordance with the provisions of (i) Article 9 paragraph 4
letter d of the Company's Articles of Association, (ii) Article 68 of the Company
Law (iii) Article 36a of POJK No.10/POJK.04/2017 and (iv) Article 59 POJK
No. 15/POJK.04/2020 (“POJK 15/2020”).
4. Determination of honorarium, salary and other allowances for members of the Board of
Commissioners and Board of Directors and/or Determination of remuneration for members of
the Board of Commissioners and Board of Directors.
Explanation: the above agenda is in accordance with the provisions of Article 14 paragraph 11
and Article 17 paragraph 9 of the Company's Articles of Association.
5. Change of Company address.
Explanation: the above agenda item is required to update the Company's address in the Legal
Entity Administration System data of the Ministry of Law and Human Rights of the
Republic of Indonesia.
6. Approval of changes to the provisions of the Company's Articles of Association in order to
comply with POJK No. 14/POJK.04/2022 concerning Submission of Periodic Financial Reports
for Issuers or Public Companies.
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Explanation: the above agenda item is required to adjust the Company's Articles of Association
with the provisions for the announcement of Periodic Financial Reports which must
be made by the Company via the Stock Exchange website and the obligation to
provide Periodic Financial Reports on the Company's website as regulated in
POJK No. 14/POJK. 04/2022.
Note:
1. The Company will not send a specific invitation to shareholders given that this invitation constitutes an
official invitation to the Company. This invitation can also be found at the Company’s website at
https://rigtenders.co.id and the application of eASY.KSEI.
2. Materials related to the Meeting are available at the Company’s office as of the Invitation date on
November 1, 2023 and up to the Meeting’s date on November 23, 2023, as the Company informed
above.
3. The shareholders who are entitled to attend or be represented at the Meeting are those whose names
are listed in the Shareholders Register of the Company as of the Stock Exchange’s closing hour on
October 31, 2023.
4. Shareholders can participate in the Meeting by either:
a. physically attending the Meeting; or
b. electronically attending the Meeting through the application of eASY.KSEI.
5. Shareholders who wish to attend electronically, as mentioned in item 4 letter b, must be local individual
shareholders who have shares deposited in KSEI’s collective custody.
6. Shareholders can utilize the eASY.KSEI by accessing eASY.KSEI menu, Login eASY.KSEI submenu
in the AKSes facility (https://akses.ksei.co.id/).
7. Prior to participating in the Meeting, shareholders must first read the terms presented in this Invitation,
and other stipulations related to Meeting as authorized by the Board of Directors of the Company. Other
terms can be found in the attached document on the ‘Meeting Info’ feature provided in the eASY.KSEI
and/or Meeting invitations posted at the websites of the Company and the Company retains the rights
to authorize more terms in relation to shareholders or shareholder representatives’ physical participation
in the Meeting.
8. Shareholders who wish to physically attend the Meeting or exercise their voting rights through the
eASY.KSEI, must first inform their attendance or the attendance of their appointed representatives,
and/or submit their votes through the eASY.KSEI.
9. The deadline for declaring attendance, appointing representatives, or submitting votes through the
eASY.KSEI is set at 12:00 Western Indonesian Time (WIB) 1 (one) business day before the Meeting’s
date.
10. Prior to entering the Meeting room, all shareholders or their representatives who wish to physically
participate in the meeting must first fill in the attendance list and show original proofs of identity.
11. The Meeting will be held as efficiently as possible without reducing the validity of the Meeting in
accordance with the provisions of POJK 15/2020. The Shareholders who are unable to attend the
Meeting and will give power of attorney to attend the Meeting (non-electronically), can provide the power
of attorney to attend the Meeting, with the following conditions:
a. The format of the power of attorney can be downloaded on the Company's website as of the
date of the summons to the Meeting and the power of attorney must be filled in according to the
instructions stipulated therein and submitted to the Board of Directors of the Company through
PT RAYA SAHAM REGISTRA as the Company's Securities Administration Bureau (“BAE”), no later
than before 16:00 Western Indonesia Time (WIB), November 22, 2023, namely 1 (one) business day
before the Meeting is held;
b. For the Company’s shareholders who signed the power of attorney abroad, the pertaining power of
attorney must be legalized by the Indonesian Embassy/Consulate General of the Republic of
Indonesia in the local country;.
12. For Shareholders (individual/legal entity)/Proxies who are physically present, are requested to bring the
following documents:
a. For Individual Shareholder, copy of valid personal identification (Residential Identity Card/KTP
or passport);
b. For Legal Entity Shareholder, copy of its Articles of Association and any amendments thereto,
together with the latest composition of the management, and Single Business Number (NIB)/Tax
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Identification Number (NPWP);
c. For Proxy, a valid power of attorney enclosed with a copy of respective identification documents of
the authorizer and the attorney.
13. Shareholders who wish to attend or authorize a representative to attend the Meeting electronically
through the eASY.KSEI must consider the following points:
a. Registration Process:
i. Local individual shareholders who have not provided their attendance declaration before the
deadline mentioned on item 9, but wish to attend the Meeting electronically, must first register
their attendance through the eASY.KSEI during the date of the Meeting and before the time that
the Company ends the Meeting's electronic registration;
ii. Local individual shareholders who have provided their attendance declaration but have not
submitted their vote on a minimum of 1 (one) of the Meeting agendas through the eASY.KSEI
before the deadline mentioned on item 9 and wish to attend the Meeting electronically, must first
register their attendance through the eASY.KSEI during the date of the Meeting and before the
time that the Company ends the Meeting's electronic registration;
iii. Shareholders who have authorized the Company’s Independent Representative or an Individual
Representative but have not submitted their vote on a minimum of 1 (one) of the Meeting agendas
through the eASY.KSEI before the deadline mentioned on item 9 and wish to attend the Meeting
electronically must first register their attendance through the eASY.KSEI during the date of the
Meeting and before the time that the Company ends the Meeting's electronic registration;
iv. Shareholders who have authorized an Intermediary Participant Representative (Custodian Bank
or Securities Company) and have submitted their vote through the eASY.KSEI before the
deadline mentioned on item 9 are required to request their registered representatives in the
eASY.KSEI to register their attendance through the eASY.KSEI during the date of the Meeting
before the time that the Company ends the Meeting's electronic registration;
v. Shareholders who have submitted their attendance declaration or authorized a Company-appointed
Independent Representative or Individual Representative and have provided their votes for a
minimum of 1 (one) of the Meeting agendas through the eASY.KSEI before the deadline
mentioned on item 9 do not need to electronically register their attendance through the
eASY.KSEI on the Meeting’s date. Shares’ ownership will be automatically calculated as an
attendance quorum and submitted votes will be automatically counted during the Meeting’s voting
process;
vi. Lateness or electronic registration failures, as mentioned in points number i - iv, for whatever
reason that cause shareholders or their representatives to not be able to electronically attend the
Meeting, will prevent their shares from being counted as a quorum for the Meeting;
b. Electronic Statements and/or Opinions Submission Process:
i. Shareholders or their representatives are provided 3 (three) opportunities to present their
questions and/or opinions in discussion in each Meeting agendas. Questions and/or opinions on
each of the Meeting agendas can be submitted in writing by the Shareholders or their
representatives through the chat feature in the ‘Electronic Opinion’ made available in the
E-Meeting Hall screen of the eASY.KSEI. Questions and/or opinions can be given as long as the
Meeting’s status in the ‘General Meeting Flow Text’ status is written as “Discussion started for
agenda item no. [ ]”;
ii. The mechanism of handling questions and/or opinions through 'Electronic Opinion' screen in the
eASY.KSEI is determined by the Company and will be included in the Company’s Meeting
Guidelines through the eASY.KSEI;
iii. Shareholders’ representatives who electronically attend the Meeting and submit a question
and/or opinion during a discussion session of one of the Meeting agendas are required to type in
the name of the shareholder and amount of shares they represent first before they write their
respective questions and/or opinions;
c. Electronic Voting Process:
i. The voting process will be conducted electronically through the E-Meeting Hall menu, Live
Broadcasting submenu of the eASY.KSEI;
ii. Shareholders or their representatives who have not submitted their votes on the particular
Meeting agenda, as mentioned in item 13 letter a number i - iii, are given an opportunity to submit
their votes as the Company opens the voting period in the E-Meeting Hall screen of the
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eASY.KSEI. After the electronic voting period for one of the Meeting agendas is started, the
system will automatically count down the voting time by a maximum of 5 (five) minutes. During
the electronic voting time, a “Voting for Agenda item no [ ] has started” status would be displayed
at the ‘General Meeting Flow Text’ column. Shareholders or their representatives who have not
submitted their votes during a specific Meeting agenda after the ‘General Meeting Flow Text’
column’s status has changed to “Voting for Agenda item no [ ] has ended” will be considered to
give an Abstain vote for the related Meeting agenda;
iii. The voting time in th electronic voting process is a standardized time set by the eASY.KSEI. The
voting time for each of Meeting agendas (with a maximum of five minutes per Meeting agenda)
and include them in the Meeting’s Guideline through the eASY.KSEI;
d. Live Broadcast of the Meeting:
i. Shareholders or their representatives who have been registered in the eASY.KSEI no later than
the deadline mentioned on item 9 can watch the Meeting live via Zoom in webinar format by
accessing the eASY.KSEI menu, submenu Tayangan RUPS in the AKSes facility
(https://akses.ksei.co.id/);
ii. Tayangan RUPS has a capacity of 500 participants provided in a first come, first serve basis.
Shareholders or their representatives who could not be accommodated in the Meeting’s
broadcast are still considered to have electronically attended the Meeting and their share
ownerships and votes are still counted, as long as they have registered through the eASY.KSEI,
as specified above in item 13 letter a number i - v;
iii. Shareholders or their representatives who only watch the Meeting through Tayangan RUPS but
were not electronically registered as participants in the eASY.KSEI, as specified above in item
13 letter a number i - v, will not be considered as a legal participant and are not counted as part
of the Meeting’s quorum;
iv. Shareholders or their representatives who watch the Meeting through Tayangan RUPS can use
the raise hand feature to submit questions and/or opinions during the discussion sessions for
each of the Meeting agendas. Shareholders or their representatives can directly ask questions or
voice their opinions if the Company has allowed and activated the allow to talk feature.
Mechanisms for discussion on each of the Meeting agendas, including the use of the allow to talk
feature in Tayangan RUPS are determined by the Company and included in the Meeting's
Guideline through the eASY.KSEI;
v. Shareholders or their representatives are encouraged to use the Mozilla Firefox browser for the
best experience in using the eASY.KSEI and/or Tayangan RUPS.
14. In accordance with the provisions of Article 11 paragraph 7 letter a Article Association of the Company
and Article 48 POJK No. 15/2020, the Shareholders of the Company are not entitled to grant power of
attorney to more than one proxy for a portion of the total shares they own with a different vote, except:
a. Custodian Bank or Securities Company as Custodian representing its clients who own the shares of
the Company
b. Investment Managers who represent the interests of the Mutual Funds they manage.
15. The Company does not provide food and beverages, as well as souvenirs in physical form to
Shareholders/Proxy who are present at the Meeting.
16. To facilitate the arrangement and orderly implementation of the Meeting, therefore the
Shareholders/Proxies who intend to physically attend the Meeting must be at the Meeting venue no
later 30 (thirty minutes) prior the Meeting started.
Jakarta, November 1, 2023
Board of Directors
PT RIG TENDERS INDONESIA Tbk
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