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20241216_FAPA_Pemanggilan RUPS_31829347_lamp3.pdf
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PT FAP AGRI Tbk
(“PERSEROAN”)
INVITATION OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
The Board of Directors of the Company domiciled in Central Jakarta hereby invites the Shareholders of the Company to attend the Extraordinary General Meeting of
Shareholders ("Meeting") of the Company which will be held on:
Day / Date : Wednesday / January 8, 2025
Time : 09.00 WIB – finish
Location : Gedung Gold Coast, Tower Liberty Lt. 16 A-H Jl. Pantai Indah Kapuk, RT06/RW02
Kelurahan Kamal Muara Kecamatan Penjaringan. Jakarta Utara
with the Meeting Agenda:
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
1. Changes in the Company's management
2. Approval of the plan to reduce the Company's authorized capital, issued and paid-up capital by reducing the nominal value of shares.
3. Approval of changes to the Company's articles of association regarding the implementation of the Company's capital reduction,
With an explanation of the Meeting Agenda as follows:
The 1st agenda item is an agenda item to fulfill the provisions, including Article 17 paragraphs 2,6,7,8,9,10 of the Company's Articles of Association as well as Article 94
paragraph (1) and Article 111 paragraph (1) of the Company Law.
The 2nd agenda item is an agenda item to fulfill what is regulated in and by following the provisions of Articles 44, 45, 46 and 47 of Law no. 40 of 2007 concerning Limited
Liability Companies as last amended by Government Regulation in Lieu of Law no. 2 of 2022 concerning Job Creation as stipulated in Law based on Law no. 6 of 2023
concerning Stipulation of Government Regulations in Lieu of Law no. 2 of 2022 concerning Job Creation becomes Law ("UUPT"), that the reduction in the nominal value
of shares in the Company's Capital Reduction Plan will amount to IDR 314 per share, so that the nominal value of shares which was originally IDR 1,000 per share
changes to IDR 686 per share. The difference between the nominal value of the old Company shares and the nominal value of the new company shares will be returned
to all Company shareholders. Thus, changes to the Company's capital structure are in the table below:
Authorized Capital (IDR) Issued Capital and Paid-Up Capital (IDR)
Capital Structure before the Capital Reduction Plan
12.000.000.000.000 3.629.411.800.000
Authorized Capital (IDR) Issued Capital and Paid-Up Capital (IDR)
Capital Structure after the Capital Reduction Plan
8.232.000.000.000 2.489.776.494.800
The 3rd agenda item is an agenda item to fulfill as stipulated in and by following the provisions of Article 46 of the Company Law, the Company needs to make
adjustments to the provisions of the Company's articles of association where changes to the Company's articles of association must obtain approval from the Minister of
Law and Human Rights in connection with In the process of changing the Company's articles of association, it is necessary to grant authority to the Company's Directors
to take the necessary actions to implement changes to the Company's articles of association. Granting power and authority to the Company's Directors to implement
EGMS decisions.
General requirements:
1. Meetings are held with reference to POJK No. 15 / POJK.04 / 2020 concerning Planning and Implementation of General Meeting of Shareholders of Public Companies
("POJK 15/2020") and the Articles of Association of the Company.
2. The Company does not send a separate invitation to the Shareholders of the Company because the advertisement for this Summons is considered an official invitation,
the advertisement for this Invitation can also be seen on the Company's website (https://fap-agri.com), the Indonesian Stock Exchange website (www.idx.co.id) and the
Indonesian Central Securities Depository system (https://easy.ksei.co.id).
3. Those entitled to attend or be represented at the Meeting are shareholders whose names are recorded in the Company's Shareholders Register on December 16, 2024
until 16.00 WIB.
4. Paying attention to the Status of Certain Disaster Outbreaks of Corona Virus Disease 2019 ("Covid-19") established by the Government of the Republic of Indonesia and
the Implementation of Treatment of Restrictions on Activities in the Province of the Special Capital Region of Jakarta, therefore the Company advises Shareholders not to
physically present but by giving power of attorney to an independent party, namely PT Adimitra Jasa Korpora as the Company's Stock Administration Bureau.
5. Participation of Shareholders in the Meeting can be carried out by the following mechanism:
a. Attending Himself at the Meeting Shareholders who will attend the Meeting, before entering the Meeting room are asked to:
a) Informing the SID (Single Investor Identification) number originating from PT Kustodian Sentral Efek Indonesia (“KSEI”) or showing a Written Confirmation for
Meeting (“KTUR”) which can be obtained at a securities company or custodian bank where Shareholders open their securities accounts.
b) Submit a photocopy of Identity Card ("KTP") or other valid identification before entering the Meeting room.
c) Shareholders in the form of a legal entity must bring a photocopy of the applicable Articles of Association of the Company along with the deed of appointment of
the latest members of the Board of Directors and Board of Commissioners.
b. Authorization Shareholders
a) Electronic Authorization Shareholders in Collective Custody KSEI may authorize electronically ("e-Proxy") to the Independent Proxy, in the form of
representatives appointed by the Company's Securities Administration Bureau (PT Adimitra Jasa Korpora) in the eASY.KSEI facility which is available on the
Securities Ownership Website / AKSes.KSEI (https://akses.ksei.co.id);
b) Shareholders can also provide e-Proxy to the Proxy appointed by the Shareholders, as long as the Proxy has been registered in the eASY.KSEI facility.
c) The power of attorney for e-Proxy must comply with the procedures, terms and conditions stipulated by KSEI and the Company.
c. Non-electronic Authorization Shareholders
a) Shareholders can provide power of attorney outside the e-Proxy mechanism;
b) Original Power of Attorney along with a copy of KTP or other valid identification to PT Adimitra Jasa Korpora (BAE) before entering the Meeting room.
d. Shareholders who have given power of attorney electronically can submit a statement or opinion on the Agenda of the Meeting by using the Power of Attorney and
send it via email corp.secretary@fap-agri.com no later than 7 January 2025.
e. Shareholders or their proxies who will be present at the Meeting or Shareholders who will use their voting rights through the eASY.KSEI facility, can inform their
attendance, the power of attorney and their votes through the eASY.KSEI facility (http://akses.ksei.co.id).
6. Shareholders and their proxies who will be physically present at the Meeting are obliged to carry out and comply with the health protocols that will be strictly implemented
by the Company in the context of handling Covid-19, referring to the prevailing rules and regulations as well as best practices with the following conditions:
a. Shareholders or their proxies who can enter the meeting room are shareholders and their proxies who can enter the meeting room is limited.
b. Shareholders or their proxies who attend must follow the health protocol during the meeting.
7. Material for the Meeting Agenda and Meeting Rules has been available from the date of the Meeting Invitation to the convening of the Meeting in the form of electronic
documents which can be obtained through the Company's website (https://fap-agri.com).
8. To simplify the arrangement and order of the Meeting, Shareholders or their proxies are requested to be present at the Meeting venue 30 (thirty) minutes before the
Meeting begins.
9. The government or the competent Authority may at any time issue a policy prohibiting the implementation of the Meeting or prohibiting the Shareholders from being
directly present at the Meeting before or on the stipulated implementation day, this is entirely beyond the responsibility and authority of the Company.
Jakarta, December 17, 2024
BOARD OF DIRECTORS
PT FAP AGRI Tbk
Names mentioned 5 people and organisations named in the text · linked when the evidence is strong
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Minister of Law and Human Rights
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Government of the Republic of Indonesia
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PT Adimitra Jasa Korpora
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PT Kustodian Sentral Efek Indonesia
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