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20241101_CNTX_Laporan Informasi dan Fakta Material_31752494_lamp3.pdf
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SUMMARY OF THE MINUTES OF
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT. CENTURY TEXTILE INDUSTRY TBK ABBREVIATED PT. CENTEX TBK
In compliance with the provision of paragraph (1) of Article 49 of the Regulation of the Indonesia
Financial Services Authority (Otoritas Jasa Keuangan/OJK) Number 15/POJK.04/2020 regarding the Plan
and Implementation of General Meeting of Shareholders of Public Companies (“FSA Regulation
15/2020”), PT. Century Textile Industry Tbk abbreviated PT. Centex Tbk, having its domicile in East
Jakarta and its address at Jl. Raya Bogor Km. 27, RT 005, RW 003, Kelurahan Ciracas, Kecamatan Ciracas,
East Jakarta (the “Company”) makes a summary of the Minutes of the Extraordinary General Meeting of
Shareholders of the Company. In this summary of the Minutes of Meeting, the Extraordinary General
Meeting of Shareholders of the Company will be referred to as the “Meeting”.
This Summary of the Minutes of the Meeting contains information in accordance with the provision of
paragraph (1) of Article 51 of the FSA Regulation 15/2020.
A. Day, date, venue, time and agenda items of the Meeting
The day and date of the Meeting is Wednesday, 30 October 2024 and the venue of the Meeting is at
the Company’s Factory, Cenderawasih Room, Jalan Raya Bogor Km 27, Ciracas, East Jakarta 13740.
Time of Meeting: from 10:26 until 11:10 West Indonesia Time.
Agenda items of the Meeting:
1. Approval of Go Private Plan, which includes:
a. Approval of delisting of the Company’s Shares from Indonesia Stock Exchange;
b. Approval of a change of Company’s status from a public company to a private company; and
c. Granting authority to the Company’s Board of Directors to take all necessary actions in the
implementation of the Go Private Plan.
2. Subject to the approval of the first agenda item of the EGMS, approval of the amendment of the
entire Company’s Articles of Association in connection with the change of the Company’s status
from a listed public company to a private company and the granting of authority to the Board of
Directors of the Company to take all necessary actions in implementing the amendment of the
Company’s Articles of Association.
B. Members of the Board of Directors and the Board of Commissioners of the Company attending the
Meetings
Board of Directors:
- President Director : Masamitsu Kamada;
- Vice President Director : Yuniasari;
- Director : Tomoaki Nakajima; and
- Director : Hideki Okada.
Board of Commissioners:
- President Commisioner : Suhardi Budiman; and
- Commissioner : Hideo Umeki.
C. Number of shares with legal voting rights whose holders/owners were present and/or represented by
their proxies in the Meeting and its percentage of the total number of shares with legal voting
rights, namely 200,000,000 (consisting of 70,000,000 series A shares and 130,000,000 series B
shares)
The number of shares whose holders/owners or their proxies were present or represented at the
Meeting are 61,938,900 (sixty-one million nine hundred thirty-eight thousand and nine hundred) series
A shares and 130,000,000 (one hundred and thirty million) series B shares or 95.57% (ninety-five
point five seven percent) of all of the issued shares of the Company.
A total of 16,909,900 (sixteen million nine hundred nine thousand and nine hundred) shares are shares
owned by the Company's Independent Shareholders, which represents 70.22% (seventy point two two
percent) of all shares owned by the Company's Independent Shareholders, namely a total of
24,081,000 (twenty four million and eighty-one thousand) shares.
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D. Giving the opportunity to ask questions and/or give opinions related to the agenda items of the
Meeting
At each end of the discussion of each of the agenda item of the Meeting, the Chairman of the Meeting
provided an opportunity to the shareholders or their legal proxies who attended the Meeting to ask
questions and/or give comments.
E. The number of shareholders who asked questions and/or gave opinions related to the agenda items
of the Meetings
For the first agenda item, there was a proxy of Independent Shareholder who asked questions, and for
the second agenda item, there was no shareholder who asked a question or gave any comments.
F. Meetings decision-making mechanism
In accordance with paragraph 23.8 of Article 23 of the Company’s Articles of Association which is
also set out in the Procedural Rules for the Meeting distributed to the shareholders and their proxies
attending the Meeting, the adoption of resolutions were done by deliberation to reach consensus. In
case consensus is not reached, the resolutions shall be adopted by voting based on the affirmative
votes as follows:
1. for the first agenda item: resolutions are valid and binding if approved by the Independent
Shareholders representing more than 1/2 (one half) of the total number of shares with valid voting
rights owned by the Independent Shareholders; and
2. for the second agenda item: resolutions are valid and binding if approved by the Company's
shareholders representing more than 2/3 (two thirds) of the total shares with valid voting rights
who are present or legally represented at the Meeting
G. Results of voting for the resolutions of the Meeting
The proposed resolutions for all agenda items of the Meeting were approved by consensus
(unanimous).
H. Resolutions of the Meeting
First agenda item:
Approving the Go Private Plan which includes:
a. Approval of the cancellation of the listing (delisting) of all Company shares from the
Indonesian Stock Exchange;
b. Approval of the revocation of the Company's Public Company Registration Statement
effectiveness; and
c. Granting authority to the Company’s Board of Directors to take all necessary actions in the
implementation of the Go Private Plan.
Second agenda item:
Approving the amendment of the entire Company’s Articles of Association in connection with the
change of the Company’s status from a listed public company to a private company and the
granting of authority to the Board of Directors of the Company to take all necessary actions in
implementing the amendment of the Company’s Articles of Association.
Thus, this Minutes of the Meeting is made in accordance with the provision of paragraph (1) Article 51 of
FSA Reg. 15/2020.
Jakarta, 1 November 2024
Board of Directors of the Company
Names mentioned 11 people and organisations named in the text · linked when the evidence is strong
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CENTEX TBK
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Financial Services Authority
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Indonesia Stock Exchange
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