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20230831_CNTX_Pemanggilan RUPS_31395039_lamp3.pdf

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Page 1
                               NOTICE FOR
              THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
       AND THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
     OF PT. CENTURY TEXTILE INDUSTRY TBK ABBREVIATED PT. CENTEX TBK
                                (“Company”)


In compliance with the provision of Article 13.4 of the Articles of Association of the Company and Article 17
of the Regulation of the Indonesia Financial Services Authority Number 15/POJK.04/2020 regrading Plan and
Organization of General Meeting of Shareholders of Public Companies, the Company hereby call for an Annual
General Meeting of Shareholders (“AGM”) and an Extraordinary General Meeting of Shareholders (“EGM”) to
be convened:
       Day/Date           : Friday, 22 September 2023
       Venue              : Factory of PT. Centex Tbk
                              Cenderawasih Room
                              Jl. Raya Bogor Km 27, Ciracas, East Jakarta
      Time                :   AGM: 09.30 West Indonesia Time – finished.
                              EGM: immediately after AGM – finished.

      Agenda items of the AGM:
      1. Approval of the Annual Report of the Company for the accounting year ended on 31 March 2023
          and ratification of the Financial Statements of the Company and the Report on the Supervisory
          Duties of the Board of Commissioners of the Company for the accounting year ended on 31 March
          2023.
      2. Determination that for the accounting year ended on 31 March 2023 there will be no distribution of
          dividends to the shareholders of the Company.
      3. Delegation of designation of Firm of Public Accountants to audit the books of the Company for the
          accounting year ended on 31 March 2024 and determination of the honorarium of such Firm of
          Public Accountants to the Company’s Board of Commissioners.
      4. Re-appointments and appointments of members of the Board of Directors and the Board of
          Commissioners of the Company.
      5. Determination of the amounts of salaries and allowances of members of the Board of Directors and
          the Board of Commissioners of the Company.

      Agenda item of the EGM:
      - Request for approval on the amendments to Article 3 of the Company’s Articles of Association
        regarding objectives and purposes and business activities of the Company.

NOTES:
1. All of the agenda items of the AGM are routine agenda items which are discussed and decided every year
   at the AGM. For the first agenda item, the annual report that will be submitted for approval and the
   financial statements that will be submitted for ratification is for the period of 1 April 2022 to 31 March
   2023. Because the Company is still experiencing losses based on the Company's books ended on 31 March
   2023, then in the second agenda item, it will be proposed that no dividend will be distributed. The fourth
   agenda item needs to be discussed and decided at the AGM in connection with the end of the term of
   offices of the members of the Board of Directors and the Board of Commissioners of the Company.
   Meanwhile, the agenda item of the EGM regarding amendments to Article 3 of the Company's Articles of
   Association need to be discussed and seek approval from the EGM in connection with the closure of the
   yarn spinning business activities, so it is necessary to delete the yarn spinning business activities mentioned
   in Article 3 of the Company's Articles of Association, and therefore the provisions regarding the purposes
   and objectives and business activities of the Company as stated in Article 3 of the Company's Articles of
   Association needs to be amended by an EGM’s resolutions.
Page 2
2.   In connection with the AGM and EGM, the Company does not send an invitation to shareholders of the
     Company, so that the publication of this notice is the official invitation for all shareholders of the
     Company.
3.   For the AGM the presence of shareholders or their proxies who own/represent more than ½ (one half) of
     the number of all shares with legal voting rights that have been issued by the Company is required.
     Whereas for the agenda item of the EGM, the presence of shareholders or proxies who own/represent more
     than 2/3 (two third) of the total shares with valid voting rights issued by the Company is required.
     -Resolutions for all agenda items of the AGM and EGM shall be adopted by deliberation to reach a mutual
     agreement. If resolutions based on deliberation to reach a mutual agreement have not been reached, then
     the resolutions for all of the agenda items of the AGM shall be adopted by voting, provided that the
     resolutions must be approved by the shareholders of the Company or their legal proxies, representing more
     than ½ (half) of all number of votes legally cast at the AGM, whereas for the agenda item of the EGM
     resolutions shall be adopted by voting , based on the vote in favor of the shareholders or their proxies who
     own/represent more than 2/3 (two thirds) of the number of votes issued legally at the EGM.
4.   The materials related to the AGM and EGM, including the Company’s Annual Report and the Company’s
     Financial Statements for the accounting year ended on 31 March 2023 and other documents related to the
     organizing of the AGM and EGM are available and can be accessed and downloaded through the
     Company's website: https://www.toray.co.id/Centex/ as from the date of this notice until the holding of the
     AGM/EGM, will not be provided in the form of hardcopy at the meeting.
5.   The shareholders who are entitled to be present at the AGM/EGM are the Company’s shareholders whose
     names are registered in the Register of Shareholders of the Copany on 30 August 2023 at 16:00 West
     Indonesia Time or their lawful attorney (the “Eligible Shareholders”).
6.   The Company’s shareholders whose shares have not been deposited in the Collective Depository who will
     attend the AGM/EGM, are requested to present the original Shares Collective Certificate or submit its copy
     and the copy of their Kartu Tanda Penduduk (KTP) or other identity card to the Registration Officer of the
     Company prior to entering the AGM/EGM.
7.   Conferring of Power of Attorney
     The conferring of power of attorney by the Entitled Shareholders shall be made as follows:
      (a) Those who have scripless shares, conferring of power of attorney are to attend and vote at the
          AGM/EGM through an Application for the Electronic GMS Implementation or e.ASY.KSEI
          (electronic general meeting system) which can be accessed through the link https://akses.ksei.co.id/
          provided by KSEI as a mechanism for electronic authorization (e-proxy) in the convening of the AGM
          and EGM. E-Proxy can be made from the date of this notice until 21 September 2023 at 12.00 West
          Indonesia Time.
     (b) Those who have shares with scrip (scrip), conferring of power of attorney are to attend and vote in the
          AGM/EGM to:
          (i) a representative provided by the Company as an independent party. The original Power of
               Attorney, accompanied by a photocopy of the Identity Card (KTP) or other identity card sent to
               the Company, at the office address: Plaza Jl. Raya Bogor Km 27, Ciracas, Jakarta Timur, Telp.:
               (021) 8710724, 8710301 Fax.: (021) 8711401 (“Company’s Office”), not later than 3 (three)
               working days prior to the AGM, namely 19 September 2023 at the latest at 16.00 West Indonesia
               Time; or
          (ii) other party as they wish, provided that such other party is not a member of the Board of Directors,
               a member of the Board of Commissioners or a Company’s employee. The proxies are requested
               to bring a valid Power of Attorney by attaching a photocopy of the identity of the authorizer and
               the proxy. In accordance with Article 48 of the OJK Rule 15/2020, in voting, the votes cast apply
               to all shares owned and therefore the granting of power of attorney cannot be made to more than
               one proxy for a portion of the number of shares with different votes.
          -Forms of power of attorney can be downloaded on the Company's website:
          https://www.toray.co.id/Centex/. If the power of attorney for shareholders is signed outside Indonesia,
          the power of attorney must be legalized by the Indonesian Embassy or consular closest to the place
          where the letter the power of attorney is signed.
          -The proxies will only be permitted to attend the AGM/EGM after being declared valid as the proxy of
          the shareholders who are registered as Eligible Shareholders.
Page 3
8.  The Company’s shareholders which are legal entities (“Legal Entity Shareholders”) can be represented in
    the AGM/EGM by a person (persons) having authority to represent and act for and on behalf of the Legal
    Entity Shareholders in accordance with the Articles of Association of the Legal Entity Shareholders.
    Kindly requested to send:
    (a) copies of the Articles of Association of the Legal Entity Shareholders prevailing at the date of the
         AGM/EGM are held, and
    (b) copy of the Minutes of General Meeting of Shareholder or other document related to the appointment
         of members of the Board of Directors or management of the Legal Entity Shareholders having their
         offices at the AGM are held, together with the evidence of notification and regiatration of their
         appointment to the competent authority,
    to the Company’s Office at the address mentioned in item 7.(b) above, at the latest 3 (three) business days
    prior to the AGM/EGM are held, namely 19 September 2023.
9. Shareholders who confer power of attorney through the e-Proxy facility can submit questions relevant to
    the agenda of the meeting to the Shares Registrar via email: dipa.ayukristianti.c2@mail.toray,
    achmad.zalafik.m2@mail.toray or in writing by letter and sent to the Company’s Office no later than 3
    (three) working days before the AGM were held, namely 19 September 2023. Questions that are not
    relevant to the agenda of the meeting will not be discussed at the meeting
10. In order to smooth the registration of the presence of shareholders, the Company's shareholders or their
    proxies are kindly requested to come to the venue of the meeting at 09:00 West Indonesia Time. The
    meeting will start on time at 09.30 West Indonesia Time.

                                         Jakarta, 31 August 2023
                                   The Board of Directors of the Company

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