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20250603_SRTG_Pemanggilan RUPS_31891177_lamp3.pdf

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Page 1
                         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.
Page 2
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.
Page 3
     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.
Page 4
          -      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

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Names mentioned 4 people and organisations named in the text · linked when the evidence is strong

possible org SARATOGA INVESTAMA SEDAYA TBK. p.1 ×5
unresolved org PT Kustodian Sentral Efek Indonesia p.1
unresolved org Financial Services Authority p.2 ×2
unresolved org PT Datindo Entrycom p.3 ×2

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