Back to announcement
20230707_KRAS_Pemanggilan RUPS_31338767_lamp1.pdf
RUPS notice Text extracted KRASSource file signed link, expires in 15 minutes
Extracted text 5
Page 1
INVITATION OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT KRAKATAU STEEL (PERSERO) Tbk
Domiciled in Cilegon
The Shareholders of PT Krakatau Steel (Persero) Tbk (“Company”) are hereby notified that the
Company intend to convey the Invitation to the Annual General Meeting of Shareholders for the 2022
Financial Year (“Meeting”) which will be held physically and electronically (e-RUPS) in accordance with
Financial Services Authority Regulation No. 16/POJK.04/2020 concerning the Electronic General Meeting
of Shareholders of Public Companies (“OJK Regulation 16/2020”) provided by using the Electronic
General Meeting of Shareholders system of PT Kustodian Sentral Efek Indonesia (“KSEI”) on:
Day/Date : Monday, July 31, 2023
Time : 14.00 Western Indonesian Time (WIB) – onward
Venue : Financial Hall, Graha CIMB Niaga 2nd Floor, Jalan Jenderal
Sudirman Kav. 58, Jakarta
The Meeting will be held with the following agendas:
1. Approval of the Company’s Annual Report and Ratification of the Company's Consolidated Financial
Statements, Approval of the Supervision Duty Report of the Board of Commissioners and
Ratification of the Financial Report of the Micro and Small Business Funding Program (PUMK) for
the 2022 Fiscal Year, as well as the Granting of Full Discharge and Release of Liability ( volledig
acquit et de charge) to the Board of Directors for the Management and Supervision that has been
carried out during the 2022 Financial Year.
Explanation:
The basis for the Meeting agenda is the provisions of Article 18 paragraphs (8) and (9) and Article
21 paragraph (2) letter a and paragraph (3) of the Company's Articles of Association and Article
69 of Law Number 40 of 2007 concerning Limited Liability Companies as amended by Law
Number 6 of 2023 concerning Stipulation of Government Regulation in Lieu of Law Number 2 of
2022 concerning Job Creation as Law (“Companies Law”) as well as the provisions of Article 33
paragraph (3) of the Minister of State-Owned Enterprises (“SOE”) Regulation Number PER-
01/MBU/03/2023 concerning Special Assignments and Social and Environmental Responsibility
Programs for State-Owned Enterprises.
2. Approval for the Use of the Company's Net Profit for the 2022 Financial Year
Explanation:
The basis for the Meeting agenda is the provisions of Article 71 of the Companies Law.
3. Determination of the Tantiem for the Financial Year of 2022, Salary for Board of Directors and
Honorarium for Board of Commissioners including other Facilities and Benefits for the year of
2023.
Explanation:
The basis for the Meeting agenda is the provisions of Article 11 paragraph (19) and Article 14
paragraph (30) of the Company's Articles of Association, Article 96 and Article 113 of the
Companies Law as well as the provisions of Article 76 paragraph (1) of Minister of State-Owned
Enterprises Regulation Number PER-3/MBU/03/2023 concerning Organizations and Human
Resources of State-Owned Enterprises.
Page 2
4. Appointment of a Public Accounting Firm (Kantor Akuntan Publik/KAP) to Audit the Company's
Consolidated Financial Statements and the Financial Statements for the Implementation of the
Company's Micro and Small Business Funding Program for the 2023 Financial Year.
Explanation:
The basis for the Meeting agenda is the provisions of Article 21 paragraph (2) letter c of the
Company's Articles of Association and Article 13 paragraph (1) of the Financial Services Authority
Regulation (“OJK Regulation”) Number 13/POJK.03/2017 concerning the Use of Public
Accountants and Public Accounting Firms in Financial Services Activities as well as the provisions
of Article 32 paragraph (1) of Minister of State-Owned Enterprises Regulation Number PER-
02/MBU/03/2023 concerning Guidelines for the Governance and Significant Corporate Activities of
State-Owned Enterprises.
5. Approval of the Extension of the Delegation of Authority to the Board of Commissioners to State
the Certainty on the Amount of Capital and Number of New Shares Resulting from the Conversion
of Mandatory Convertible Bonds ("MCB") and to Take All Necessary Actions Including
Determining the Time, Method and Amount of Additional Capital of the MCB Issuer in the Context
of Converting the MCB into Convertible Shares.
Explanation:
The basis for the Meeting agenda is the provisions of Article 41 of the Companies Law jo. Article
11 letter m of Deed of MCB Issuance Agreement No. 173 dated December 28, 2020, drawn up
before Jose Dima Satria, S.H., M.Kn., Notary in Jakarta, as amended by Third Amendment to the
Deed of Mandatory Convertible Bond Issuance Agreement dated December 28, 2020, Number
PERJ-148A/SMI/1022 dated November 01, 2022 ("Deed of MCB Issuance"). The Company, as
the MCB Issuer, is required to hold an annual general meeting of shareholders in which one of
the agenda items is the extension of the delegation of authority to the Board of Commissioners to
declare the fixed amount of capital and the number of new shares resulting from the conversion
of MCB and to take all necessary actions including determining the time, method and amount of
additional capital of the MCB Issuer as a result of the conversion of MCB into Converted Shares.
6. Enforcement of the Minister of State-Owned Enterprises of the Republic of Indonesia Regulation:
a) PER-01/MBU/03/2023 dated March 03, 2023 concerning Special Assignments and Social and
Environmental Responsibility Programs for State-Owned Enterprises and the Amendments;
b) PER-02/MBU/03/2023 dated March 03, 2023 concerning Guidelines for the Governance and
Significant Corporate Activities of State-Owned Enterprises;
c) PER-3/MBU/03/2023 dated March 20, 2023 concerning Organizations and Human Resources
of State-Owned Enterprises and the Amendments.
Explanation:
The basis for the Meeting agenda is the provisions of Article 38 paragraph (2) letter b of Minister
of State-Owned Enterprises Regulation Number PER-1/MBU/03/2023 concerning Special
Assignments and Social and Environmental Responsibility Programs for State-Owned Enterprises,
Article 225 paragraph (2) letter b of Minister of State-Owned Enterprises Regulation Number
PER-2/MBU/03/2023 concerning Guidelines for the Governance and Significant Corporate
Activities of State-Owned Enterprises and Article 163 paragraph (2) letter b of Minister of State-
Owned Enterprises Regulation Number PER-3/MBU/03/2023 concerning Organizations and
Human Resources of State-Owned Enterprises.
Page 3
7. Approval on the changes in the composition of the Board of Commissioners and the Board of
Directors of the Company.
Explanation:
The basis for the Meeting agenda is the provisions of Article 11 paragraph (23) letter f, paragraph
(24) and paragraph (27) of the Company’s Articles of Association, and Article 6 paragraph (3)
PJOK Number 33/POJK.04/2014 concerning Board of Directors and Board of Commissioner of
Issuer or Public Company.
Notes:
1. This Invitation constitutes an official invitation for the Shareholders. Therefore, the Company will
not send separate letters to the Shareholders.
2. Shareholders who are entitled to attend or be represented at the Meeting are Shareholders
whose names are recorded in the Company's Shareholders Register or according to the securities
account balance at KSEI on July 6, 2023, at the close of share trading on the Indonesia Stock
Exchange (IDX).
3. Shareholders who wish to attend the Meeting can attend the Meeting electronically using the
KSEI system using the eASY.KSEI application. To use the eASY.KSEI application, Shareholders
can access the eASY.KSEI menu, eASY.KSEI Login submenu located in AKSes facility
(https://akses.ksei.co.id/).
4. Shareholders who can attend in person electronically as mentioned in point 3 are local individual
shareholders whose shares are kept in the KSEI collective custody.
5. Prior to determining participation in the Meeting, Shareholders are required to read the provisions
conveyed through this Invitation as well as other provisions related to the implementation of the
Meeting based on the authority determined by the Company. Other provisions can be seen
through the attachment on the 'Meeting Info' feature on the eASY.KSEI application.
6. Shareholders who will physically attend the Meeting or Shareholders who will exercise their voting
rights through the eASY.KSEI application, may inform their attendance or appoint their proxies,
and/or submit their vote in the eASY.KSEI application.
7. The deadline for submitting a declaration of attendance or power of attorney and vote in the
eASY.KSEI application is by 12.00 Western Indonesian Time 1 (one) business day prior to the
date of the Meeting.
8. Shareholders who will attend or provide power of attorney electronically to the Meeting through
the eASY.KSEI application must pay attention to the following matters:
a. Mechanism of Shareholders Attendance via e-GMS:
i. Shareholders who will attend the Meeting using the e-GMS and e-Voting modules
in the eASY.KSEI application, must register at the latest one day prior to the
Meeting through www.akses.ksei.co.id.
ii. Shareholders and Proxy receive e-mail notification 1 (one) day prior to the Meeting
via webinar.
iii. Shareholders and Proxy are required to have an account in AKSes to be able to
access the Meeting link.
iv. The webinar link can be reached through AKSes Web and AKSes Mobile.
v. On the date of the Meeting, Shareholders who will participate in the Meeting using
the e-GMS and e-Voting modules must conduct self-registration electronically at
Page 4
eASY.KSEI via www. akses.ksei.co.id.
b. Registration Process:
i. Local individual shareholders who have not provided a declaration of attendance
or power of attorney in the eASY.KSEI application by the time limit in point 7 and
wish to attend the Meeting electronically are required to register attendance in the
eASY.KSEI application on the date of the Meeting until the electronic registration
period for the Meeting is closed by the Company.
ii. Local individual shareholders who have provided a declaration of attendance but
have not cast a minimum vote for 1 (one) Meeting agenda in the eASY.KSEI
application until the time limit in point 7 and wish to attend the Meeting
electronically are required to register attendance in the eASY application. KSEI on
the date of the Meeting until the electronic registration period of the Meeting is
closed by the Company.
iii. Shareholders who have given power of attorney to the proxies provided by the
Company (Independent Representative) or Individual Representative but the
shareholders have not cast a minimum vote for 1 (one) Meeting agenda in the
eASY.KSEI application until the time limit in point 7, then, proxies representing the
shareholders is required to register attendance in the eASY.KSEI application on the
date of the Meeting until the electronic registration period of the Meeting is closed
by the Company.
iv. Shareholders who have given power of attorney to the participant/Intermediary
proxy (Custodian Bank or Securities Company) and have cast their vote in the
eASY.KSEI application until the time limit in point 7, then the representative of the
proxy who is registered in the eASY.KSEI application is required to register
attendance in the eASY.KSEI application on the date of the Meeting until the
electronic registration period of the Meeting is closed by the Company.
v. Shareholders who have given a declaration of attendance or given power of
attorney to the proxy provided by the Company (Independent Representative) or
Individual Representative and have cast a minimum vote for 1 (one) or all Meeting
agenda in the eASY.KSEI application no later than the time limit in point 7, the
shareholders or proxies do not need to register attendance electronically in the
eASY.KSEI application on the date of the Meeting. Share ownership will be
automatically calculated as the attendance quorum and the votes that have been
cast will be automatically taken into account in the Meeting vote.
vi. Any delay or failure in the electronic registration process as referred to in numbers
i – iv for any reason will result in the shareholders or their proxies being unable to
attend the Meeting electronically, and their share ownership will not be counted as
the attendance quorum at the Meeting.
9. In the event that the Shareholders will physically attend the Meeting, the Shareholders may
download the Power of Attorney form on the Company's website or obtain such form at the BAE
PT BSR Indonesia office, Sindo Building, 3rd Floor, J.I. Wahid Hasyim No. 38, Central Jakarta,
phone +62 21 80864722. The completed Power of Attorney is sent to the BAE PT BSR Indonesia
via email at adm.efek@bsrindonesia.com no later than July 28, 2023, and the original documents
must be brought to the Meeting.
10. Shareholders or their proxies who will physically attend the Meeting are requested to submit a
photocopy of their Identity Card or other identifications before entering the Meeting room.
Shareholders in the form of Legal Entities are required to bring a photocopy of the latest Articles
of Association and the composition of the company's management. Shareholders in KSEI's
collective custody are required to submit a Written Confirmation for the Meeting, which can be
obtained at the BAE office or custodian bank. where Shareholders open their securities accounts.
Registration of Shareholders or their Proxies at the Meeting venue is closed 30 minutes before the
Meeting starts or at 13.30 Western Indonesian Time.
Page 5
11. Materials on the Meeting Agenda are not provided physically and can be accessed and
downloaded on the Company's website and/or e-GMS (eASY.KSEI) since the date of the Meeting
Invitation until the Meeting is held in accordance with Article 18 paragraphs (1) and (2) of OJK
Regulation Number 15/POJK.04/2020 concerning the Planning and Organizing of the General
Meeting of Shareholders by Publicly-Traded Companies.
12. Shareholders or their proxies who will physically attend the Meeting are required to be present at
the Meeting venue at least 30 (thirty) minutes before the Meeting starts.
Jakarta, July 7, 2023
PT Krakatau Steel (Persero) Tbk
Board of Directors
Names mentioned 0 people and organisations named in the text · linked when the evidence is strong
The name pass has not read this document yet.
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
No extraction attempted yet.