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20230907_TRON_Pemanggilan RUPS_31407609_lamp2.pdf
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INVITATION OF
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT TEKNOLOGI KARYA DIGITAL NUSA TBK
PT Teknologi Karya Digital Nusa Tbk (“Company”), domiciled and headquartered at
Mini Office Central 88 block G1 No. 826, Jl. Trembesi, East Pademangan Village,
Pademangan District, North Jakarta, Special Capital Region of Jakarta, hereby invites
the Shareholders of the Company to attend the Extraordinary General Meeting of
Shareholders ("EGMS"), hereinafter referred to as the ("Meeting") with the following
schedule:
Date : Friday, September 29, 2023
Time : 10.00 - finish
Place : Mini Office Central 88 block G1 No. 826, Jl. Trembesi, East
Pademangan Village, Pademangan District, North Jakarta, Special
Capital Region of Jakarta Province.
Mechanism : GMS with physical presence (for capital market supporting professions
and company management) and electronically (for shareholders) via the
KSEI Electronic General Meeting System application ("eASY.KSEI"), can
access the KSEI Electronic General Meeting System (eASY. KSEI) in the
link https://akses.ksei.co.id/ provided by KSEI.
With the Agenda of the EGMS as follows:
1. Approval of the Resignation of the Independent Commissioner and the Appointment
of the Company's Independent Commissioner;
Explanation:
In accordance with Article 8 paragraphs (2) and (3) POJK No 33/POJK.04/2014, in the
event that a member of the Board of Directors who resigns is required to submit a
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resignation request to the Issuer or Public Company and the Issuer or Public Company
is required to hold a GMS to decide on the request. The resignation of a member of
the Board of Directors is no later than 90 (ninety) days after receipt of the resignation
request, and bearing in mind article 27 POJK No 33/POJK.04/2014, where the
provisions of article 8 above apply mutatis mutandis to members of the Board of
Commissioners as well.
2. Shareholders' approval to carry out a loan/financing plan of Rp. 150,000,000,000,-
(one hundred and fifty billion Rupiah) using collateral which will be determined later by
the Lender/Creditor and taking into account the responses of the Company's
Creditors;
Explanation:
In accordance with Article 3 paragraph (1) POJK No.17/2020, where the Material
Transaction is equivalent to 240% (two hundred and forty percent) of the Company's
Equity calculated from the audited 2022 annual financial report which must be
submitted to the Financial Services Authority with paying attention to Article 4
paragraph (1) POJK No.17/2020, the Company must obtain approval from the GMS.
Notes:
1. The Company does not send separate invitations to Shareholders, because this
invitation is considered an official invitation;
2. Shareholders who have the right to attend either electronically, or be represented
by electronic proxy (e-proxy) or Power of Attorney, at the Meeting are the Company's
shareholders whose names are recorded in the Company's Register of Shareholders
on Wednesday, 06 September 2023 at 16.00 WIB ("Shareholders");
3. In accordance with the provisions of Article 18 paragraph 1 POJK No.15/2020,
agenda materials available for Shareholders can be obtained on the Company's
website, namely www.tkdn.co.id. The material is available as of the date of the call and
is publicly accessible. The Company does not provide material and materials related
to the Meeting agenda in hardcopy form;
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4. Shareholders are encouraged to attend the meeting using the KSEI Electronic
General Meeting System application ("eASY.KSEI") provided by PT Kustodian Sentral
Efek Indonesia ("KSEI"), because the meeting is held electronically for shareholders
and physically for capital market support profession and company management.
Registration guidelines and further explanations regarding eASY.KSEI can be seen on
the website www.easy.ksei.co.id;
Shareholders can attend directly electronically via the eASY.KSEI application. To use
the eASY.KSEI application, Shareholders can access the eASY.KSEI menu on the
AKSes.KSEI facility via the link http://akses.ksei.co.id/, taking into account the
following conditions:
a. Shareholders inform their presence or appoint their proxies and/or submit their
voting choices on the eASY.KSEI application, no later than 12.00 WIB 1 (one) working
day before the Meeting date.
b. Shareholders who will attend electronically or provide their power of attorney
electronically at the Meeting via the eASY.KSEI application, must pay attention to the
following matters:
i. Registration Process;
ii. Process for Submitting Questions and/or Opinions Electronically;
iii. Voting/Voting Process;
iv. GMS broadcast.
5. The Company strongly urges Shareholders to authorize their presence to the
Company's Securities Administration Bureau (BAE), namely PT Adimitra Jasa
Korpora, using:
a. Electronic Power of Attorney (e-Proxy) which can be obtained electronically on the
eASY.KSEI application with the link http://easy.ksei.co.id;
b. The granting of Electronic Power of Attorney can be done no later than 1 (one) hour
working days before the Meeting date at 12.00 WIB.
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6. Entitled shareholders, after registering their attendance using e-Proxy, can submit
their votes for each agenda item of the meeting, these votes will be counted when
making decisions on the agenda in question.
7. GMS broadcasts have a capacity of up to 500 participants, where the attendance
of each participant will be determined on a first-come-first-serve basis. Shareholders
or their proxies who do not have the opportunity to witness the implementation of the
Meeting via the GMS Broadcast are still considered legally present electronically and
their share ownership and vote choices are taken into account at the Meeting, as long
as their presence and votes have been registered in the eASY.KSEI application.
8. To get the best experience in using the eASY.KSEI application and/or GMS
broadcasts, shareholders or their proxies are advised to use the Mozilla Firefox
browser.
9. Other matters that have not been regulated in this Invitation to Meeting will be
determined and regulated later in the Meeting Rules of Procedure which will be
available on the eASY.KSEI website and the Company's website www.tkdn.co.id.
Jakarta 07 September 2023
PT Teknologi Karya Digital Nusa Tbk
Company Directors
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