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20250603_SRTG_Pemanggilan RUPS_31891177_lamp3.pdf
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PT SARATOGA INVESTAMA SEDAYA TBK.
(“Company”)
INVITATION
ANNUAL AND EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS
The Board of Directors of the Company hereby invite the Shareholders of the Company to
attend the Annual General Meeting of Shareholders (“AGMS”) and Extraordinary General
Meeting of Shareholders (“EGMS”) (AGMS and EGMS collectively referred to as “Meeting”)
which will be convened physically and electronically through the Electronic General Meeting
System KSEI facility (“eASY.KSEI”) provided by PT Kustodian Sentral Efek Indonesia
(“KSEI”) on:
Day/Date : Wednesday/ 25 June 2025
Time : 10.00 Western Indonesian Time – Finish
Venue : Adaro Institute, Cyber 2 building, 26th Floor,
Jl. H.R. Rasuna Said Block X-5, Kav. 13 Jakarta
12950
The agenda of the Meeting are as follows:
AGMS
1. Approval on the Annual Report for the financial year of 2024 and ratification on
the Financial Statement of the Company for the financial year ended on 31
December 2024 and provide full acquittal and discharge (volledig acquit et de
charge) to all of the members of the Board of Directors and Board of
Commissioners of the Company for management and supervision performed
during the financial year of 2024.
Explanation:
In this agenda, the Board of Directors of the Company will seeking approval and
ratification from the Meeting on the Company’s performance in 2024 and the
implementation of supervisory duties of the Board of Commissioners in 2024, as
stipulated in the Annual Report and the Financial Statement of the Company, as well as
providing full release and discharge (volledig acquit et de charge) to the members of the
Board of Directors and/or the Board of Commissioners of the Company on their
management and supervisory duty carried out throughout financial year 2024, so long as
those actions are clearly stated under the Company’s Annual Report and Financial Report
and is not a criminal offense or a breach of the prevailing laws and regulations, in
accordance with Article 10 paragraph (4) point a of the Articles of Association of the
Company juncto Article 78 of the Law No. 40 of 2007 on the Limited Liability Company
as amended with Law No. 6 of 2023 on Enactment of Government Regulation in Lieu
of Law No. 2 of 2022 on Job Creation into Law (the “Company Law”).
2. Approval on the determination of the use of the Company’s net profit for the financial
year of 2024.
Explanation:
In this agenda, the Board of Directors of the Company will present its plan to allocate a
portion of the Company’s net profit as stated in the Company’s Financial Statement per
31 December 2024 for dividend, to be further approved by the AGMS.
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3. Approval on the appointment of Public Accountant and Public Accounting Firm
to audit the Financial Statement of the Company for the financial year ended on
31 December 2025.
Explanation:
Considering the appointment of Public Accountant and Public Accounting Firm by the
Board of Commissioners of the Company are currently in progress, the Board of
Directors of the Company propose to the Meeting to grant the authority to the Board of
Commissioners of Company, by taking into account any recommendation and proposal
from the Audit Committee in appointing the Public Accountant and Public Accounting
Firm to audit the Financial Statement of the Company for the financial year ended on
31 December 2025 and other audit as required by the Company, in accordance with Article
59 paragraph (1) of the Financial Services Authority Regulation No. 15/POJK.04/2020 on
the Plan and Implementation of General Meeting of Shareholders of Public Companies and
Article 3 paragraph (1) of the Financial Services Authority Regulation No. 9 Year 2023 on
the Use of Services of the Public Accountants and Public Accounting Firms in Financial
Services Activities.
4. Approval on the determination of the salary, honorarium and allowances and
other facilities for the member of the Board of Directors and the Board of
Commissioners for the financial year of 2025.
Explanation:
In this agenda, the Board of Directors of the Company will ask the Meeting to approve
the following:
(i) The maximum amount of the remuneration for all members of the Board of
Commissioners for the financial year of 2025, by taking into account the advice
and opinion from the Nomination and Remuneration Committee of the
Company; and
(ii) The granting of power and authorization to the Board of Commissioners to
determine the amount of salary, honorarium and allowances and other facilities
for the member of the Board of Directors for the financial year of 2025,
in accordance with Article 96 and 113 of the Company Law jo. Article 16 paragraph (14)
and Article 19 paragraph (7) of the Articles of Association of the Company.
5. Approval of amendment to Article 16 paragraph (2) and Article 19 paragraph (2) of the
Company’s Articles of Association.
Explanation:
This agenda relates to the approval of changes to the term of office of the members of the
Board of Directors and Board of Commissioners of the Company as stipulated under Article
16 paragraph (2) and Article 19 paragraph (2) of the Company’s Articles of Association.
6. Approval of changes and/or reappointment of members of the Board of Directors and
Board of Commissioners.
Explanation:
This agenda relates to the approval of changes and/or reappointment of the members of
the Company's Board of Directors and Board of Commissioners for a term of office in
accordance with Article 16 paragraph (2) and (3) in conjunction with Article 19 paragraph
(2) of the Company's Articles of Association.
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7. Report on the implementation result of the Long Term Incentive Program of the
Company.
Explanation:
In this agenda, the Board of Directors of the Company will report to the Shareholders on
the implementation result of the Long Term Incentive Program of the Company for the
year of 2024. This agenda is reporting only and does not need to be approved by the
Meeting.
EGMS
1. Approval on the use of Company’s treasury shares which are already owned by
the Company until the EGMS dated 16 May 2024 for the Long Term Incentive
Program of the Company.
Explanation:
In this agenda, the Board of Directors of the Company will present the Company’s plan to
transfer the treasury shares originated from the buyback conducted by the Company
during the period until the EGMS dated 16 May 2024. This share buyback had been
approved by the Company’s shareholders in the Extraordinary General Meeting of
Shareholders held on 17 June 2020, 28 April 2021, 21 April 2022 and 15 May 2023.
Such Company’s treasury shares will be transferred for the purpose of Long Term
Incentive Program of the Company which will be distributed from the closing date of this
EGMS until the 2026 AGMS.
IMPORTANT NOTES:
1. Shareholders entitled to attend the Meeting are the Company's Shareholders whose names
are registered in the Register of Shareholders (DPS) of the Company on 2 June 2025 at the
latest on 16.00 Western Indonesia Time prepared by PT Datindo Entrycom, the Company’s
Shares Registrar and/or the Company’s Shareholders whose names are registered in the
Register of Account Holders at KSEI at the close of Stock Trading on the Stock Exchange
Indonesia on 2 June 2025.
2. The Shareholders’ attendance in the Meeting that will be conducted electronically is
convened through the platform/facility of eASY.KSEI at https://akses.ksei.co.id/.
3. The Company will limit the number of Shareholders who are physically present and
encourage Shareholders to attend the Meeting electronically or authorize the presence and
voting (either electronically via eASY.KSEI or in writing) to an independent party appointed
by the Company. The Company also does not provide souvenirs, food and beverages.
a. The Company provides 2 (two) types of power of attorney to Shareholders, namely
Conventional Power of Attorney which can be downloaded through the Company's
website www.saratoga-investama.com or e-Proxy which can be accessed electronically
on the eASY.KSEI platform through https://akses.ksei.co.id/.
- Conventional Power of Attorney (PoA) – the Shareholders can download the draft
of the PoA on the Company’s website www.saratoga-investama.com . The original
copy of the PoA that has been completed and signed on stamp of Rp10,000 must
be sent to the Company’s Stock Administration Bureau namely PT Datindo
Entrycom at Jalan Hayam Wuruk No. 28, RT.14/RW.1, Kebon Kelapa, Gambir,
Central Jakarta City, Jakarta 10120 (“Datindo”) no later than 23 June 2025 at 4.00
pm Western Indonesian Time.
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- E-Proxy through eASY.KSEI - an electronic power of attorney provided by KSEI
to facilitate and integrate power of attorney from scripless Shareholders whose
shares are in KSEI's Collective Custody to their proxies electronically. The proxies
whose names are available at eASY.KSEI facility are independent parties
appointed by the Company. Information regarding the independent proxies
appointed by the Company can be accessed through the Company's website at
www.saratoga-investama.com.
b. Representatives of the Company’s Shareholder in the form of legal entities must
submit:
- Copy of their latest Articles of Association; and
- Deed on the appointment of their incumbent board of directors, to Datindo no later
than 23 June 2025 at 4.00 pm Western Indonesian Time.
4. The Company provides Meeting agenda materials through the Company's website at
www.saratoga-investama.com and KSEI’s website (eASY.KSEI facility at
https://akses.ksei.co.id/) and has been available to the Shareholders from the date of this
Meeting Invitation until the Meeting date.
5. The notary, assisted by the Company's Securities Administration Bureau, will check and
count the votes for each agenda of the Meeting in each Meeting’s decision-making for such
agenda, including those based on votes that have been submitted by Shareholders through
eASY.KSEI facility as referred to in item (3) above, as well as those submitted in the
Meeting.
6. The Company does not send a separate invitation letter to the Shareholders. In accordance
with the provisions of the Company's Articles of Association, the Meeting Invitation is valid
as an official invitation to the Company's Shareholders.
7. Shareholders or their proxies attending the Meeting in person must adhere to the protocols
established by the Company, as outlined in the Meeting Rules and Regulations. This
includes the following:
a. Shareholders or their proxy who arrive at the Meeting venue but are unable to access
the Meeting room due to limited capacity may still exercise their rights by granting power
of attorney to an independent party designated by the Company, utilizing the Power of
Attorney form provided by the Company. This enables them to participate and vote at
the Meeting through representation by the appointed independent party.
b. To ensure efficient administration and orderly conduct of the Meeting, Shareholders or
their proxies must register their attendance no later than 1 (one) hour before the
commencement of the Meeting.
8. The Company reserves the right to make further announcements in the event of any
changes or additional information concerning the procedures for conducting the Meeting,
in accordance with the latest developments not included in this Invitation. Such updates
will be promptly communicated on the Company's official website: www.saratoga-
investama.com.
Jakarta, 3 June 2025
PT Saratoga Investama Sedaya Tbk.
The Board of Directors
Names mentioned 4 people and organisations named in the text · linked when the evidence is strong
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PT Kustodian Sentral Efek Indonesia
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Financial Services Authority
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PT Datindo Entrycom
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