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20250523_FLMC_Pemanggilan RUPS_31888737_lamp2.pdf
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PT FALMACO NONWOVEN INDUSTRI TBK.
Located in Cimahi, Indonesia
(“Company”)
INVITATION
ANNUAL GENERAL MEETING OF SHAREHOLDERS FOR THE YEAR 2024
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 2024
("AGMS") and The Extraordinary General Meeting of Shareholders (“EGMS”)
hereinafter referred to as the (hereinafter collectively referred to as the "Meeting"),
which will be held on:
Date : Monday, June 16, 2025
Time : 10:00 AM Western Indonesian Time (WIB)
Venue : Sari Ater Kamboti Hotel, Jl. Lemah Nendeut No. 7,
Bandung
With the following agenda for the AGMS:
1. 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, 2024, 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, 2024, 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, 2024, 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, 2024.
2. Stipulation of the use of the Company's net profit for the fiscal year
ending on December 31, 2024.
3. Stipulation 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
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on Proposals or Recommendations from the Remuneration and Nomination
Committee of the Company.
4. Appointment of Public Accountant to Provide Audit Services for the
Company's Financial Statements for the Fiscal Year Ending on December
31, 2025
5. Approve and ratify the realization of the use of proceed form the Company’s
intial public offering until the date of the Annual General Meeting of
Shareholders for Fiscal Year 2024.
6. Approval and ratification of the changes to the Company's Directors
7. Approval and ratification of the changes to the Company's
Commissioners.
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 May 8, 2025.
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 May 22, 2025, 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 May 22, 2025, 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").
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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.
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 Friday, June 13,
2025, 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
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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, June 13, 2025, 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 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,
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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.
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
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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 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
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application and/or the RUPS Broadcast.
7. 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, May 23, 2025
The Board of Directors of the Company
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Indonesia Stock Exchange
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PT Admitra Jasa Korpora
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PT Kustodian Sentral Efek Indonesia
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Ministry of Law and Human Rights
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Financial Services Authority
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