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20230818_FLMC_Pemanggilan RUPS_31372126_lamp2.pdf
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PT FALMACO NONWOVEN INDUSTRI TBK.
Located in Kabupaten Bandung Barat, Indonesia
(“Company”)
INVITATION
ANNUAL GENERAL MEETING OF SHAREHOLDERS FOR THE YEAR 2021
The Board of Directors of the Company hereby invites the Shareholders of the
Company to attend the Annual General Meeting of Shareholders for the Year 2021
("AGMS") hereinafter referred to as the ("Meeting"), which will be held on:
Date : Monday, 11 September 2023
Time : 10:00 AM Western Indonesia Time (WIB)
Venue : Mason Pine Hotel, Kotabaru Parahyangan, Kabupaten
Bandung Barat
With the following agenda for the AGMS:
1. Approve to grant a dispensation for the delays in holding the Annual
General Meeting of Shareholders of the Company and for the not holding of
the Annual General Meeting of Shareholders of the Company for the fiscal
year 2021 within the deadline for holding the Annual General Meeting of
Shareholders as stipulated under applicable laws and regulations (including
Law No. 40 of 2007 concerning Limited Liability Companies as amended in
part by Law No. 6 of 2023 concerning the Enactment of Government
Regulation in Lieu of Law No. 2 of 2022 concerning Job Creation become
Law) and the Company's Articles of Association.
Explanation:
Seeking the approval of the Annual General Meeting of Shareholders in
relation to the delay in convening the Annual General Meeting of
Shareholders and the preparation of the Company's Annual Report, as
stipulated in Law No. 40 of 2007 concerning Limited Liability Companies as
amended in part by Law No. 6 of 2023 concerning the Enactment of
Government Regulation in Lieu of Law No. 2 of 2022 concerning Job
Creation into Law ("UUPT") and the regulations in the capital market sector.
2. Approve, validate, and ratify of the Company's Annual Report for the fiscal
year 2021, including the Company's Activity Report and Financial
Statements for the fiscal year 2021, and subsequently granting full
discharge and release (acquit et decharge) to all members of the Board of
Commissioners and Directors of the Company for all supervisory and
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managerial actions taken during the fiscal year 2021, as long as that such actions are not criminal acts; Explanation: Approval to ratify and endorse the Company's Annual Report for the fiscal year ending on December 31, 2021, including the Company's Activity Report and Financial Statements for the Year 2021. 3. Approve, validate, and ratify of the Company's Annual Report for the fiscal year ending on December 31, 2021, including the Company's Activity Report and Financial Statements for the fiscal year 2021, audited by Morhan & Rekan Public Accountants Office, a Registered Public Accountant in Jakarta, as shown in the Independent Auditor's Report dated February 23, 2023, Report No. 00037/2.0961/AU.1/04/1023-3/1/ll/2023. Explanation: Approval to ratify and endorse the Company's Annual Report for the fiscal year ending on December 31, 2021, including the Company's Activity Report and Financial Statements for the Year 2021. 4. Approval and ratification of the Board of Directors' Report on the Company's business and financial administration for the fiscal year ending on December 31, 2021, and approval and ratification of the Company's Financial Statements, including the Company’s Balance Sheet and Profit/Loss Calculation for the Fiscal Year Ending on December 31, 2021, audited by Independent Public Accountants, and Approval of the Company's Annual Report, the Supervisory Report of the Board of Commissioners of the Company for the fiscal year ending on December 31, 2021, and granting full exoneration and discharge (acquit et de charge) to all members of the Board of Directors and Board of Commissioners of the Company for managerial and supervisory actions taken during the fiscal year ending on December 31, 2021. Explanation: In this meeting agenda, the Company will provide explanations to the shareholders concerning the implementation of the Company's business activities for the fiscal year ending on December 31, 2021, and its financial condition as stated in the Company's Financial Statements for the fiscal year ending on December 31, 2021, in accordance with the provisions of Article 69 paragraph (4) UUPT and Article 19 paragraph (4) of the Company's Articles of Association. In this meeting agenda, the Company will also provide full exoneration and discharge (acquit et de charge) to the members of the Board of Directors and Board of Commissioners of the
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Company for managerial and supervisory actions taken during that fiscal year, except for acts of embezzlement, fraud, and/or other criminal acts. 5. Determination of the use of the Company's net profit for the fiscal year ending on December 31, 2021. Explanation: In this meeting agenda, the Company will seek approval from the shareholders to approve the plan for the use of the Company's net profit for the fiscal year ending on December 31, 2021, including the allocation of mandatory reserves, dividend distribution, and other uses. 6. Determination of Salaries and Allowances for Members of the Company's Board of Directors and Salaries or Honorariums and Allowances for Members of the Company's Board of Commissioners, to be Decided Based on Proposals or Recommendations from the Remuneration and Nomination Committee of the Company. Explanation: In accordance with the requirements of Article 96 paragraph (1) and Article 113 UUPT, as well as Article 17 paragraph (14) and Article 11 paragraph (7) dan Article 14 paragraph (6) of the Company's Articles of Association, the Company will seek approval from the shareholders of the Company to determine the salaries and allowances or honorariums for members of the Board of Directors and Board of Commissioners. 7. Approval of the Appointment of an Independent Commissioner of the Company, effective from the Closing Date of this AGMS. Explanation: This agenda item is conducted due to the passing of Mr. David Halim, who served as an Independent Commissioner of the Company on August, 15 2022. Therefore, the appointment is made based on the Financial Services Authority Regulation No. 33/POJK.04/2014 regarding Directors and Board of Commissioners of Issuers or Public Companies, effective from the closing date of this AGMS. 8. Appointment of Public Accountant to Provide Audit Services for the Company's Financial Statements for the Fiscal Year Ending on December 31, 2022.
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Explanation:
Referring to Article 59 of Financial Services Authority Regulation No.
15/POJK.04/2020 concerning the Planning and Conduct of General
Meetings of Shareholders of Public Companies, AGMS may delegate
authority to the Board of Commissioners to appoint and dismiss public
accountants to provide audit services for the annual historical financial
information.
9. Acceptance and Approval of the Report on the Utilization of Funds from the
Initial Public Offering of Shares to the Financial Services Authority through
the Company's Letter No. 037-Corsec/LRPD2023/VIII/2023 dated August
10, 2023, with the following details:
a. The total from the Initial Public Offering amount to Rp
31,250,000,000,- (Thirty-one billion two hundred fifty million
Rupiah).
b. The cost of the Initial Public Offering is Rp 4,506,250,000,- (Four
billion five hundred six million two hundred fifty thousand Rupiah).
c. The Net Proceeds from the Initial Public Offering amount to Rp
26,743,750,000,- (Twenty-six billion seven hundred forty-three
million seven hundred fifty thousand Rupiah).
d. The funds from the sale of shares through the Initial Public Offering
have been used as follows:
i. Rp 4,838,401,563,- (Four billion eight hundred thirty-eight
million four hundred one thousand five hundred sixty-three
Rupiah) for Working Capital.
e. Therefore, the total realized utilization of funds from the initial public
offering of shares as of June 30, 2023, is Rp 4,838,401,563,- (Four
billion eight hundred thirty-eight million four hundred one thousand
five hundred sixty-three Rupiah).
f. The remaining unutilized proceeds from the initial public offering of
shares amount to Rp 21,905,348,437,- (Twenty-one billion nine
hundred five million three hundred forty-eight thousand four hundred
thirty-seven Rupiah) with the reason being that it has not been
realized due to the company's plan to make changes to the
utilization plan of the initial public offering proceeds.
Explanation:
As required by Article 6 of Financial Services Authority Regulation No.
30/POJK.04/2015 concerning the Report on the Utilization of Funds from
the Initial Public Offering, which mandates publicly listed companies to
account for the utilization of funds from the Initial Public Offering in each
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Annual GMS until all funds from the Initial Public Offering have been
utilized. This report must be included as one of the agenda items in the
Annual GMS.
Note:
1. The announcement of the Meeting has been made through the Indonesia Stock
Exchange website, the Company's website (https://www.falmaco-
nonwoven.com/id/beranda/), and the eASY.KSEI electronic shareholder
meeting application on August 3, 2023.
2. The Company has not sent separate invitation letters to each shareholder. This
advertisement serves as the official invitation to all shareholders.
3. Shareholders eligible to attend or be represented at the Meeting are as follows:
a. For shares not held in collective deposits:
Shareholders of the Company or their proxies whose names are officially
recorded in the Company's Shareholders Register on August 16, 2023, at
the latest by 16.00 WIB at PT Admitra Jasa Korpora, the Company's
Securities Administration Bureau located in Jakarta at Kirana Boutique
Office, Jl. Kirana Avenue III Blok F3 No 5, Kelapa Gading, Jakarta Utara,
14250 (“BAE”).
b. For shares held in collective deposits:
Shareholders of the Company or their proxies whose names are officially
recorded in the shareholder or custodian bank account at PT Kustodian
Sentral Efek Indonesia ("KSEI") on August 16, 2023, at the latest by 16.00
WIB or at a time determined by KSEI. For KSEI custody account holders, a
list of shareholders managed by them must be provided to KSEI to obtain
Written Confirmation for the Meeting ("KTUR").
4. a. Shareholders of the Company or their proxies attending the Meeting are
respectfully requested to bring and submit a photocopy of the Collective
Share Certificate and a photocopy of the Identity Card (KTP) or other valid
identification to the registration officer before entering the Meeting room.
Shareholders of the Company in the form of legal entities are required to
bring and submit 1 (one) copy of the articles of incorporation, the latest
amendments, and the appointment of the Board of Directors and Board of
Commissioners of the Company, complete with authentication from the
Ministry of Law and Human Rights of the Republic of Indonesia to the
registration officer before entering the Meeting room. Specifically for KSEI
collective custody shareholders, please present the KTUR in your name to
the registration officer before entering the Meeting room.
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b. Shareholders of the Company who are unable to attend may be
represented by their proxies with a valid power of attorney as determined
by the Company's Board of Directors ("Power of Attorney") and by attaching
a photocopy of the Identity Card (KTP) or other valid identification of the
Shareholder as the principal or the proxy, with the provision that members
of the Board of Directors, Board of Commissioners, and employees of the
Company may act as proxies for the Shareholder at the Meeting but do not
have the right to vote. Shareholders of the Company whose addresses are
registered outside the Republic of Indonesia must have their power of
attorney legalized by a notary or authorized local official and the local
Embassy of the Republic of Indonesia.
c. All Power of Attorney documents must have been received by the
Company's Board of Directors through the Company's Shareholders and
Administration Bureau (BAE Perseroan) no later than 1 (one) business day
before the Meeting date, which is on Monday, September 8, 2023, at the
latest by 4:00 PM WIB.
5. Pursuant to the Financial Services Authority Regulation No. 15/POJK.04/2020
concerning the Planning and Implementation of General Meetings of
Shareholders of Public Companies, the Company provides an opportunity for
every Shareholder who decides not to attend or is unable to attend the Meeting
to delegate their vote to BAE as the independent representative of the
Company, through the Electronic General Meeting System of KSEI
(eASY.KSEI) accessible on the official KSEI website at
(https://akses.ksei.co.id/) along with the official guide provided on the official
KSEI website at (https://www.ksei.co.id/data/download-data-and-user-guide) as
a mechanism for electronic proxy (e-proxy) granting in the conduct of the
Meeting no later than 1 (one) business day before the Meeting date, which is
on Friday, September 8, 2023, at the latest by 4:00 PM WIB.
6. Shareholders who will attend or provide electronic proxy at the Meeting through
the eASY.KSEI application are required to observe the following:
a. Registration Process
i. Local individual Shareholders who have not declared their attendance
or proxy through the eASY.KSEI application until the deadline as
mentioned in point 5 above and wish to attend the Meeting
electronically must register their attendance in the eASY.KSEI
application on the Meeting's execution date until the electronic Meeting
registration period is closed by the Company.
ii. Local individual Shareholders who have declared their attendance but
have not provided minimum vote choices for at least 1 (one) agenda
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item of the Meeting in the eASY.KSEI application until the deadline as
mentioned in point 5 above and wish to attend the Meeting
electronically must register their attendance in the eASY.KSEI
application on the Meeting's execution date until the electronic Meeting
registration period is closed by the Company.
iii. Shareholders who have granted power of attorney to the Company's
provided proxies (Independent Representatives) or Individual
Representatives but have not provided minimum vote choices for at
least 1 (one) agenda item of the Meeting in the eASY.KSEI application
until the deadlines as mentioned in points 4.d and 5 above, the proxy
representing the Shareholder must register their attendance in the
eASY.KSEI application on the Meeting's execution date until the
electronic Meeting registration period is closed by the Company.
iv. Shareholders who have granted power of attorney to participant
proxies/Intermediaries (Custodian Banks or Securities Companies) and
have provided vote choices in the eASY.KSEI application until the
deadlines as mentioned in point 5 above, the registered representative
of the proxy in the eASY.KSEI application must register their attendance
in the eASY.KSEI application on the Meeting's execution date until the
electronic Meeting registration period is closed by the Company.
v. Shareholders who have declared their attendance or granted power of
attorney to the Company's provided proxies (Independent
Representatives) or Individual Representatives, and have provided
minimum vote choices for at least 1 (one) or all agenda items of the
Meeting in the eASY.KSEI application, no later than the deadlines as
mentioned in point 5 above, Shareholders or their proxies do not need
to register their electronic attendance in the eASY.KSEI application on
the Meeting's execution date. Share ownership will be automatically
calculated as part of the attendance quorum, and the provided vote
choices will be automatically considered in the Meeting's voting.
vi. Any delay or failure in the electronic registration process as referred to
in items i - iv for any reason will result in Shareholders or their proxies
being unable to attend the Meeting electronically, and their share
ownership will not be considered as part of the Meeting's attendance
quorum.
b. Electronic Question and/or Opinion Submission Process
i. Shareholders or proxies of the Company's Shareholders have 3 (three)
opportunities to submit questions and/or opinions during each
discussion session for each agenda item of the Meeting. Questions
and/or opinions for each agenda item can be submitted in writing by
Shareholders or proxies of the Company's Shareholders using the chat
feature in the 'Electronic Opinions' column available on the E-meeting
Hall screen of the eASY.KSEI application.
ii. The mechanism for conducting written discussions for each agenda
item through the chat feature in the 'Electronic Opinions' column on the
E-meeting Hall screen of the eASY.KSEI application is within the
Company's authority and will be incorporated by the Company in the
Rules of Meeting Implementation through the eASY.KSEI application.
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iii. For proxies of the Company's Shareholders who attend the Meeting
electronically and intend to submit questions and/or opinions during the
ongoing discussion session for each agenda item, they are required to
write the name of the Shareholder and the size of their share
ownership, followed by the relevant question or opinion.
c. Voting Process
i. The electronic voting process takes place in the eASY.KSEI application
in the E-meeting Hall menu, sub-menu Live Broadcasting.
ii. Shareholders who are present themselves or represented by proxies
but have not provided vote choices for the agenda items of the Meeting,
they have the opportunity to submit their vote choices during the voting
period through the E-meeting Hall screen in the eASY.KSEI application
opened by the Company. When the electronic voting period for each
agenda item of the Meeting starts, the system will automatically initiate
the voting time countdown, with a maximum duration of 5 (five) minutes.
iii. The voting time during the electronic voting process is a standard time
set in the eASY.KSEI application. The Company may establish a direct
electronic voting time policy per agenda item of the Meeting (with a
maximum time of 5 (five) minutes per agenda item) and will incorporate
this policy in the Rules of Meeting Implementation through the
eASY.KSEI application.
d. General Meeting Broadcast
i. Shareholders or proxies of the Company's Shareholders who have
registered in eASY.KSEI no later than the deadlines as mentioned in
points 4.d and 5 above can watch the ongoing Meeting through a
webinar Zoom by accessing the eASY.KSEI menu (sub-menu General
Meeting Broadcast) available on the AKSes facility
(https://akses.ksei.co.id/).
ii. The General Meeting Broadcast has a capacity of up to 500
participants, with attendance determined on a first-come-first-serve
basis. For Shareholders or proxies of the Company's Shareholders who
do not have the opportunity to watch the Meeting through the General
Meeting Broadcast, their electronic attendance and share ownership, as
well as vote choices, will still be considered in the Meeting, provided
they have registered in the eASY.KSEI application.
iii. Shareholders or proxies of the Company's Shareholders who only
watch the Meeting through the General Meeting Broadcast but are not
electronically registered in the eASY.KSEI application will not be
considered present and will not be counted in the Meeting's attendance
quorum.
iv. Shareholders or proxies of the Company who observe the conduct of
the Meeting through the RUPS Broadcast have the raise hand feature
at their disposal, which can be used to pose questions and/or opinions
during the discussion session for each agenda item of the Meeting. If
the Company permits by activating the "allow to talk" feature,
Shareholders or proxies of the Company may convey questions and/or
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opinions by speaking directly. Determining the mechanism for
conducting the discussion for each agenda item of the Meeting using
the "allow to talk" feature available in the RUPS Broadcast is within the
authority of the Company, and this matter will be incorporated by the
Company in the Code of Conduct for the Conduct of the Meeting
through the eASY.KSEI application.
v. Shareholders or proxies of the Company are advised to use the Mozilla
Firefox browser when accessing the eASY.KSEI application and/or the
RUPS Broadcast.
7. The Company will not provide printed Meeting materials. Instead, the Company
will make them available on the Company's website at ([https://www.falmaco-
nonwoven.com/]) and/or on the official eASY.KSEI website from the date of the
Meeting Invitation until the date of the Meeting.
8. For Shareholders or Proxies of the Company who will physically attend the
Meeting, it is mandatory to adhere to and pass the security and health
protocols applicable at the Meeting venue, as follows:
a. Wearing a mask.
b. Leaving the Meeting venue promptly after the conclusion of the Meeting.
c. For reasons of health and as a precautionary measure to prevent the
spread of the COVID-19 virus, the Company will not provide
food/beverages and souvenirs for Shareholders or Proxies of the Company
who attend the Meeting.
9. To facilitate the organization and orderliness of the Meeting, Shareholders or
their Proxies are respectfully requested to be present at the Meeting venue 30
(thirty) minutes before the commencement of the Meeting.
Bandung, August 18 2023
The Board of Directors of the Company
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