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20250415_PSGO_Pemanggilan RUPS_31875839_lamp3.pdf
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Palma Serasih Plantation & 2alm Oil Processing Unofficial English Translation INVITATION THE ANNUAL GENERAL MEETING OF SHAREHOLDERS PT PALMA SERASIH TBK (“Company”) In accordance with the Article 17 of Financial Services Authority Regulation No. 15/POJK.04/2020 on Planning and Holding of the General Meeting of Shareholders of a Public Company (“POJK15/2020”) and Article 12 paragraph 7 of the Company's Articles of Association, the Board of Directors of the Company, hereby invites the Shareholders of the Company to attend the Annual General Meeting of Shareholders of the Company (“Meeting”) to be held on: Day/Date : Thursday, May 8, 2025 Venue : Graha Arda Building Ground Floor Zone B, Jl. HR. Rasuna Said Kav. B-6, Setiabudi, South Jakarta12910 Time : 14:00 Western Indonesia Time (WIB) with the Meeting Agenda as follows: 1. Approval and Ratification of the 2024 Annual Report and Sustainability Report of the Company, The Consolidated Financial Statements of the Company for the financial year ended December 31, 2024, the Board of Directors' Report on the business operation of the Company and the Board of Commissioners” Supervisory Report, as well as to grant full release and discharge (acguit et de charge) to all members of the Board of Directors and Board of Commissioners of the Company for the management and supervision during the financial year ended on December 31, 2024. Explanation: Based on provisions of (i) Article 10 paragraph 3 and 4 of the Articles of Association of the Company: and of (ii) Article 66 paragraph 1, Article 69 paragraph 1, and Article 78 of Law Number 40 of 2007 on Limited Liability Company (“Company Law”), the Company proposes to the Meeting to approve the 2023 Annual Report and Sustainability Report of the Company, including the Consolidated Financial Statements of the Company for the financial year ended on December 31, 2024, Dircctors Report of the Company regarding business operation of the Company and the Board of Commissioners' Supervisory Report. Furthermore, the Company proposes to the Meeting to grant full release and discharge (acguit et de charge) to all members of Board of Directors and Board of Commissioners of the Company for the management and supervision performed during the financial year ended on December 31, 2024, as reflected in the Annual Report, Sustainability Report and the Consolidated Financial Statements, in accordance to the provisions of Article 10 paragraph 5 of the Articles of Association of the Company jo Article 69 paragraph 4 of the Company Law. t PT, Palma Serasih Tbk Gedung Graha Arda, Lantai 7 Zone 8
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2. Appropriation of the Company”s Net Profit for the financial year ended on December 31, 2024. Explanation: Based on (i) Article 22 and Article 23 of the Company s Articles of Association, and (ii) Article 70 and Article 71 of the Company Law, the Company proposes to the Meeting to approve the appropriation of the Company”s net profit for reserve fund, distribution of cash dividends, and the remaining unappropriated portion. . Appointment of a Public Accountant and Public Accounting Firm to audit the Consolidated Financial Statements of the Company for the financial year ended on December 31, 2025. Explanation: Based on (i) Article 10 paragraph 3 letter c and paragraph 4 letter c of the Company's Articles of Association, (ii) Articles 59 of POJK 15/2020: (iii) Article 3 paragraph 1 and 2 of Financial Services Authority Regulation No. 9 of 2023 regarding the Use of Pubic Accounting Service and Public Accounting Firm in Financial Services (“POJK 9/2023”), the Company proposes to the Meeting to grant power of attorney to the Company's Board of Commissioners regarding the appointment of a Public Accountant and/or Public Accountant Firm to audit the Consolidated Financial Statements of the Company for the year ended on December 31, 2025, including honorarium, taking into account the recommendations from the Audit Committee, and to appoint the replacement in case of any change occur and determine any other reguirements, including the amount of honorarium in relation to the appointment of such Public Accountant and/or Public Accounting Firm. . Determination of the Amount of Salary or Honorarium and Benefits for the financial year ended on December 31, 2025, as well as bonus payment (tantieme) for the financial year ended on December 31, 2024 for all members of the Board of Directors and the Board of Commissioners of the Company. Explanation: Based on (i) Article 10 paragraph 4 letter d of the Company's Articles of Association, and (ii) Article 96 paragraph 1, paragraph 2, Article 113 of the Company Law, the Company proposes to the Meeting to grant full authority delegation to Majority/Main Shareholders to: a. Determine salary or honorarium and benefits for all members of the Board of Directors and the Board of Commissioners for the financial year ended December 31, 2025, and b. Determine bonus payment (tantieme) for the members of Board of Commissioners and Board of Directors for the financial year ended December 31, 2024. aa ai
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Notes: 1. The Company does not send separate invitation letters to the Shareholders. This invitation is in accordance with the provisions of the Company's Article of Association , as well as the Invitation submitted by the Company through eASY.KSEI application, the Indonesia Stock Exchange website, and the Company's website (www.palmaserasih.co.id), which serve as official invitations to the Shareholders of the Company. Shareholders who are entitled to attend or be represented by a proxy with a valid Power of Attorneys at the Meeting are the Shareholders of the Company whose names are legally registered in the Shareholders Register of the Company on Tuesday, April 15, 2025 at the closing time of Stock Exchange trading hours. To facilitate the arrangement and orderliness of the Meeting, Shareholders or their proxies who will attend the Meeting are strongly encouraged to register to the Company's registration officer 30 minutes before the Meeting starts with the following reguirements: a. Individual shareholders or their proxies are reguired to submit copy of Identity Card (“ID Card”) or other valid identification, which is also applicable for the authorizer and the proxy. b. Shareholders constituting legal entities, cooperatives, foundations, or pension funds, are reguired to submit copies of their complete Articles of Association and any latest and most recent amendment, and a notarial deed which states the latest and valid board of management at the time of the Meeting. c. Shareholders in KSEI collective custody are reguested to submit Written Confirmation for the Meeting which can be obtained at the securities company or at the custodian bank where the Shareholders open their securities accounts. a. Shareholders who are unable to attend the Meeting can be represented by their Proxies by bringing valid Power of Attorney as determined by the Company's Board of Directors, provided that members of the Board of Directors, members of the Board of Commissioners, and employees of the Company are eligible to act as Proxies in the Meeting, however the votes that they cast as Proxies will not be counted in the voting. b. As of the date of this Meeting Invitation: i. The Power of Attorney form can be downloaded from the Company's website (www.palmaserasih.co.id), All original/copies of Power of Attorneys that have been fully completed and signed on stamp duties must be e-mailed to dm@datindo.com. For Shareholders of the Company whose addresses are registered overseas, the Power of Attorney must be legalized by a Notary or Authorized Official and consularized by the Embassy of the Republic of Indonesia therein. ii. The original Power of Attorney form as referred to in point 4.b.i above, must be sent by registered mail at the latest 3 working days prior to the date of the Meeting on May 5, 2025 at the latest 16:00 Western Indonesian Time to Data Management PT Datindo Entrycom, Jl. Hayam Wuruk No. 28, 2nd Floor, Jakarta 10220. AP
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In accordance to POJK 15/2020 and the Company's Articles of Association, the Company also facilitates alternative for the Shareholders to attend the Meeting through eASY.KSEI application provided by Indonesia Central Securities Depository on the following link https://akses.ksei.co.id/. Shareholders or their Proxies, who will attend the Meeting, or conduct voting on the cASY.KSEI application, are able to submit their attendance confirmation or appoint Proxies and vote through eASY.KSEI application on the following link https://akses.ksei.co.id/. Without prejudice to the rights of the Company's Shareholders or their Proxies to attend the Meeting, please kindly pay attention to the important notes below: a. The Company strongly encourages the Shareholders of the Company who are entitled to attend the Meeting as referred to in point 2 above to attend the Meeting through @ASY.KSEI application provided by the Indonesia Central Securities Despository in the following link https://akses.ksei.co.id/. b. For Shareholders or their Proxies who will be physically present at the Meeting: i. Are reguired to obey safety protocol as follows: a) following safety inspection and procedure which will be carried out by the Company or by the building management where the Meeting is held: and b) no distribution of food, drinks and/or souvenirs/gifts. ii. Understand that the Company has the rights and authorities to prohibit Shareholders or their Proxies from attending or being present in the Meeting room if the Shareholders or their Proxies do not meet the above safety protocol. iii. Understand that the Company will not provide Annual Report including materials related to the agenda of the Meeting in the form of hardcopy or softcopy or in flash disk or other media. The Company only provides a OR Code to access the Company's website and the information on the website address where the Meeting materials are available. iv. Are reguested to be present at the Meeting venue at least 30 minutes before the Meeting commences for a smooth and orderly conduct of the Meeting. c. The Notary, assisted by the Company's Securities Administration Bureau, will conduct an examination and calculation of attendance and votes for the decision of each Meeting agenda based on votes that have been submitted by the Shareholders through eASY.KSEI as referred to in point 5 and 6 above, as well as those presented at the Meeting. Materials related to the agenda of the Meeting are available for the Shareholders as of the date of this Meeting Invitation up to the date of the Meeting, which can be accessed and downloaded through the Company's website (www.palmaserasih.co.id). Jakarta, April 16, 2025 PT Palma Serasih Tbk h Board of Directors -
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Indonesia Stock Exchange
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