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20230808_UNVR_Pemanggilan RUPS_31359197_lamp2.pdf
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INVITATION OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT UNILEVER INDONESIA Tbk
(the "Company")
To comply with article 17 of The Financial Services Authority Regulation No.
15/POJK.04/2020 concerning the Plan and Implementation of the General Meeting of
Shareholders of Public Companies and Article 13.11 of the Articles of Association of the
Company, the Board of Directors of the Company hereby convey this invitation to the
Shareholders of the Company to attend the Extraordinary General Meeting of
Shareholders ("Meeting"), which will be held on:
Day / Date : Wednesday, 30 August 2023
Venue : Head Office
Grha Unilever
Green Office Park Kav. 3
Jalan BSD Boulevard Barat, BSD City
Tangerang 15345
Time : 10:30 a.m. Western Indonesia Time – finished
The Agenda of the Meetings:
The Board of Directors of the Company propose the following matters to be discussed
and obtain approval from the Company's Shareholders:
1. Approval on the proposed change in the composition of the Board of
Directors of the Company.
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2. Approval on the proposed determination of remuneration of the members
of the Board of Commissioners of the Company for the accounting year
ended on 31 December 2023.
Additional Explanation:
1. The first agenda item of the Meeting will discuss the plan to change the
composition of the Board of Director in connection with the resignation of
Mr. Alper Kulak as the Board of Directors of the Company
2. The second item on the agenda of the Meeting is the agenda proposed to
the Meeting related to the proposed change in the determination of
remuneration for members of the Company's Board of Commissioners for
the financial year ending on 31 December 2023
Further and detailed explanation of each agenda of the Meeting can be accessed
through the Company's website: https://www.unilever.co.id/unilever-
indonesia/investor-relations/shareholderinformation/agm-and-egm-related-news/.
General Provisions:
1. The Company will not provide separate individual invitation to each
Shareholders of the Company, this invitation is served as an official invitation.
This invitation can also be seen on, among others, the Company’s website
(www.unilever.co.id), PT Bursa Efek Indonesia Indonesia (IDX) website
(https://idx.co.id/) and PT Kustodian Sentral Efek Indonesia website
(https://www.ksei.co.id/) and/or eASY.KSEI platform (https://akses.ksei.co.id/).
2. The Shareholders of the Company who are entitled to attend or represented in
the Meeting are the Shareholders of the Company whose names are validly
recorded in the Register of Shareholders of the Company on 7th August 2023 at
16.00 WIB ("Authorized Shareholders") or their authorized proxies.
3. The Meeting's agenda material, namely the Rules of Meeting and other
documents related to the implementation of the Meeting are available and can
be accessed and downloaded through the Company's website
https://www.unilever.co.id/unilever-indonesia/investor-relations/shareholder-
information/agm-and-egm-related-news/ and/or eASY.KSEI platform
(https://akses.ksei.co.id/) until the date of the Meeting. The Company does not
provide Meeting material in the form of hardcopy at the Meeting.
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4. In connection to the implementation of the Meeting through eASY.KSEI as
referred above, the Shareholders can participate in the Meeting through the
following mechanism:
a. electronically attend the Meeting through the eASY.KSEI application
(https://akses.ksei.co.id/);
b. represented by another party by giving power of attorney electronically
through the eASY.KSEI application (https://akses.ksei.co.id/) or give power of
attorney conventionally; or
c. physically attend the Meeting
5. The Company strongly recommend the Shareholders to participate in the
Meeting either electronically as described in item 4 letter (a) above, or by
granting electronic proxy (e-Proxy) through the eASY.KSEI application as
referred to in item 9 letter (a) below, with due observance of the following:
i. the Company’s Shareholders that can use the eASY.KSEI application are
local individual Shareholders whose shares are kept in the collective custody
of KSEI;
ii. the Company’s Shareholders must first register for the KSEI Securities
Ownership Reference facility (“AKSes KSEI”). For the Shareholders that have
not been registered, please register through the and/or eASY.KSEI's website
(https://akses.ksei.co.id/);
iii. to use the eASY.KSEI application, the Shareholders can go to the eASY.KSEI
menu, then click the eASY.KSEI Login submenu found on the AKSes facility
(https://akses.ksei.co.id/).
The manual for registration, usage, as well as further explanation of eASY.KSEI (e-
Proxy and e-Voting) can be obtained from the and/or eASY.KSEI's website
(https://akses.ksei.co.id/).
6. The Company’s Shareholders or their proxies that will electronically attend the
Meeting through the eASY.KSEI application as referred to in item 4 letter (a) and
(b) above, should consider the following provisions:
a. the Company’s Shareholders can declare their electronic attendance until
29 August 2023, 12:00 WIB (“Time frame for Attendance Declaration”) and
to cast their votes through eASY.KSEI from the date of this Meeting invitation
until the Time frame for Attendance Declaration.
b. For the following:
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(i) the Company’s Shareholders that have not declared their electronic
attendance until the Time frame for Attendance Declaration;
(ii) the Company’s Shareholders that have declared their electronic
attendance but have not cast their votes until the Time frame for
Attendance Declaration;
(iii) the Individual Representatives and the Independent Party appointed
by the Company (i.e., PT Sharestar Indonesia as the Company’s
Securities Administration Bureau (“BAE”)) that have received powers
of attorney from the Company’s Shareholders but the Shareholders
have not casted their votes until the Time frame for Attendance
Declaration;
(iv) the KSEI Participants/Intermediaries (Custodian Banks or Securities
Companies) that have received powers of attorney from the
Company’s Shareholders that have cast their votes through the
eASY.KSEI application;
must register through the eASY.KSEI application on the date of the Meeting from
07.30 a.m. until 09.00 a.m.
c. Any delay or failure to complete the electronic attendance registration
process for any reason will result in the Shareholders or their proxies not
being permitted to electronically attend the Meeting and their share
ownership will not be counted in the attendance quorum.
7. The Company’s Shareholders holding the Company’s share in script form can
grant power of attorney available on the Company’s website:
https://www.unilever.co.id/
8. The Company’s Shareholders or their proxies that will physically attend the
Meeting (with the maximum capacity of 300 people) as referred to in item 4
letter (c) above are kindly requested to provide the registration officer with the
original copy of their Identity Car (Kartu Tanda Penduduk - “KTP”) or any other
identity card before entering the Meeting room. The representative of the
Company’s corporate Shareholders, in addition to providing the original copy
of their KTP or any other identity card, must also provide a copy of the latest
Articles of Association and the deed containing the latest composition of the
management of the Company they represent. Please also be aware to the
Additional Notes on this invitation.
9. Any Shareholder of the Company may be represented by a proxy:
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a. by granting the power of attorney electronically (e-Proxy) through the
eASY.KSEI application, provided further that such Shareholder is required to
submit the power of attorney and vote, change the proxy and/or decide on
the vote to cast on the Meeting agenda items, or revoke the power of
attorney, all electronically through eASY.KSEI from the date of this Meeting
invitation until the Time frame for Attendance Declaration;
b. by using a conventional power of attorney in the form as provided on the
Company’s website (https://www.unilever.co.id/), subject to the following
provisions:
(i) Any member of the Board of Directors, the Board of Commissioners, and
any employee of the Company may act as a proxy for the Shareholders
in the Meeting, but any vote they cast as a proxy will not be counted in
the voting;
(ii) No Shareholder of the Company may grant power to more than one
proxy for any part of his/her shares with different votes;
(iii) if the power of attorney as described in this item 9 letter (b) is signed
outside the territory of the Republic of Indonesia, such power attorney
must be legalized by the local Public Notary and by the local official
representative of the Republic of Indonesia;
(iv) the Shareholders may grant power of attorney conventionally to
independent party appointed by the Company namely the Securities
Administration Bureau representative, PT Sharestar Indonesia ("BAE").
(v) The form of power of attorney can be downloaded from the Company’s
website and the completed power of attorney must be delivered to the
SAB, having its office at SOPO DEL Office Tower & Lifestyle Tower B
Lantai 18, Jl. Mega Kuningan Barat III, Lot 10.1-6, Kawasan Mega
Kuningan, Jakarta Selatan 12950, Telp. 021-50815211 (“BAE Office”), on
any business day from the date of the Meeting Invitation until at the
latest 3 (three) working days before the Meeting is held on 25 Agustus
2023 until 16:00 WIB.
10. the Company's Shareholders or their proxies can view the ongoing Meeting
through a Zoom webinar by selecting the eASY.KSEI menu and the Tayangan
RUPS (GMS Streaming) submenu on the AKSes.KSEI website
(https://akses.ksei.co.id/), subject to the following:
a. the Company’s Shareholders or their proxies have been registered on the
eASY.KSEI application by no later than 29 August 2023, 12:00 WIB.
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b. The GMS Video Streaming has a capacity of up to 500 participants, and the
participant’s attendance will be determined on a first come first serve basis.
The Company’s Shareholders or their proxies that cannot view the Meeting
through the GMS Video Streaming will still be considered as validly
attending the electronic Meeting and their share ownership and votes will
be taken into account in the Meeting as long as they have been registered
on the eASY.KSEI application.
c. The Company’s Shareholders or their proxies that view the ongoing Meeting
through the GMS Video Streaming but whose electronic attendance is not
duly registered on the eASY.KSEI application will not be considered as validly
attending the electronic Meeting and therefore their attendance will not be
counted in the attendance quorum for the Meeting.
d. To get the best experience in using the eASY.KSEI application and/or the GMS
Video Streaming, the Shareholders or their proxies are advised to use the
Mozilla Firefox browser.
Additional Information:
1) Shareholders who have attended the Meeting venue but are prohibited from
attending or are unable to enter the Meeting room because the reasons stated
in this Notice can still exercise their rights by granting their power of attorney
(to attend and give their voting rights at each agenda of the Meeting) to the
independent party appointed by the Company (BAE Representative), by filling
out and signing the Power of Attorney form provided by the Company at the
Meeting site.9)
2) Considering the health and safety protocol and to facilitate the registration of
the shareholders' attendance, the Authorized Shareholders or their authorized
representatives are kindly requested to present at the meeting venue at 08.00
WIB. To ensure that the Meeting is simple, concise and fast, the Meeting will start
on time and the registration table will close at 10.00 WIB or any other time if
there is certain condition determined otherwise by the Meeting Committee. The
Authorized Shareholders or their authorized proxies who are present after 10.00
WIB will be considered absent, and therefore cannot submit proposals and/or
questions and cannot cast votes at the Meeting.
3) The Authorized Shareholders or their proxies are required to study the Meeting's
material and the explanation of Meeting’s agenda, and the Rules of Meeting
prepared by the Company that are available in the Company's website. Power
of attorney and other supporting documents can be downloaded through the
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Company's website https://www.unilever.co.id/ . The Company does not provide
Meeting's material in the form of hardcopy or softcopy in the form of flash disks.
4) Taking into account the conditions and situation of the spread of COVID-19, the
Company may make changes and/or additions to the latest information related
to the procedures for the implementation of the Meeting which will be
announced further through the Company's website
(https://www.unilever.co.id/).
5) If there is any emergency situation which affect the situation and caused the
Company to consider the implementation of the physical Meeting, then the
Company will hold the Meeting electronically without the presence of the
Shareholders by giving prior notice to the Company’s Shareholders.
6) The shareholders or their proxies who attend should fill the safety induction link
from Company in the following link: SAFETY INDUCTION (MANDATORY) -
GRHA UNILEVER 2023 (google.com)
7. Shareholders or their proxies who will attend the meeting physically are
requested to register early no later than Tuesday, August 29, 2023 at 12:00
Western Indonesia Time via the following link: https://forms.office.com/e/bKMsUuE1JR
8). Questions or requests for other information related to the Meeting may be
submitted/requested to the Company Email: unvr.indonesia@unilever.com and
or BAE Email: sharestar.indonesia@gmail.com.
Tangerang, 8 August 2023
Board of Directors of the Company
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