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20240930_CNTX_Pemanggilan RUPS_31730032_lamp3.pdf
RUPS notice Text extracted CNTXSource file signed link, expires in 15 minutes
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RE-INVITATION FOR
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF PT. CENTURY TEXTILE INDUSTRY TBK ABBREVIATED PT. CENTEX TBK
(“Company”)
In compliance with the provision of Article 13.4 of the Articles of Association of the Company and Article 19
of the Regulation of the Indonesia Financial Services Authority Number 15/POJK.04/2020 regarding the Plan
and Organizing of General Meeting of Shareholders of Public Companies, the Company hereby intends to
inform the Company's shareholders regarding changes to the information on the invitation to the Extraordinary
General Meeting of Shareholders ("EGM") which was previously announced on 3 September 2024. It is hereby
conveyed that the EGM will be convened:
Day, Date : Wednesday, 30 October 2024
Venue : Factory of PT. Centex Tbk
Cenderawasih Room
Jl. Raya Bogor Km 27, Ciracas, East Jakarta
Time : 10.00 AM Western Indonesia Time – finished.
With unchanged Agenda item of the EGM which are:
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 EGM, 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.
NOTES:
1. This re-invitation for the EGM is intended to follow up on the Postponement Announcement of EGM by
the Company on 25 September 2024.
2. The first agenda item of the EGM needs to be discussed and approved by the EGM with a special quorum
for attendance and a quorum for resolutions, namely only Independent Shareholders. Meanwhile, the
second agenda item of the EGM needs to be discussed and approved after the first agenda item of the EGM
has been approved.
The attendance quorum and resolution quorum for the EGM are as described in point 4 below.
3. In connection with the EGM, the Company does not send an invitation to shareholders of the Company, so
that the publication of this notice is the official invitation for all shareholders of the Company.
4. Attendance Quorum and Resolution Quorum
a. EGM
i. First Agenda Item: the presence of more than 1/2 (one half) of the total shares with valid voting
rights owned by Independent Shareholders is required, and the resolutions are valid if those are
approved by more than 1/2 (one half) of the total shares with legal voting rights owned by
Independent Shareholders.
ii. Second Agenda Item: the presence of shareholders representing at least 2/3 (two thirds) of all
shares with valid voting rights that have been issued by the Company and/or their legal proxies is
required and resolutions are valid if approved by the shareholders representing more than 2/3
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(two thirds) of the total shares with valid voting rights who are present or legally represented at
the EGM.
If the quorum of attendance of the Independent Shareholders in the EGM held on 30 October 2024
required to decide the Go Private Plan is not achieved, by referring to the provisions of Article 44 of
the Regulation of the Indonesia Financial Services Authority Number 15/POJK.04/2020 concerning
Planning and Organizing General Meetings of Shareholders of Public Companies, the Company will
hold a Second EGM with the quorum of attendance as explained below, and if the required attendance
quorum for the Second EGM is not achieved, the Company will hold a Third EGM, with the following
conditions:
Second EGM
The Second EGM could be held if it is attended by the Independent Shareholders representing more
than 1/2 (one-half) of all shares with valid voting rights owned by the Independent Shareholders and
the resolutions are taken based on affirmative votes of the Independent Shareholders representing
more than 1/2 (one-half) of all shares owned by the Independent Shareholders who are present.
Third EGM
The Third EGM could be held with the provision that the Third EGM is valid and entitled to adopt
resolution if it is attended by Independent Shareholders of shares with legal voting rights, in the
quorum of attendance determined by the OJK at the request of the Company. The resolutions of the
Third EGM are valid if those are approved by the Independent Shareholders representing more than
50% (fifty percent) of the shares owned by the Independent Shareholders who are present.
5. The materials related to the EGM, the Amendment and/or Additional Information Of The Information
Disclosure to Shareholders in connection with the Go Private Plan and other documents related to the
organizing of the EGM are available and can be accessed and downloaded through the Company's website:
https://www.toray.co.id/ as from the date of this re-invitation until the holding of the EGM, those will not
be provided in the form of hardcopy at the meeting.
6. The shareholders who are entitled to be present at the EGM are the Company’s shareholders whose names
are registered in the Register of Shareholders of the Company on 27 September 2024 at 16:00 Western
Indonesia Time or their lawful attorney, provided that specifically for the first agenda of the EGM, namely
regarding the Go Private Plan, the number of shares counted in determining the attendance quorum and in
decision making are only shares owned by Independent Shareholders.
7. The Company’s shareholders whose shares have not been deposited in the Collective Depository who will
attend the EGM, are requested to present the original Shares Collective Certificate or submit its copy and
the copy of their Identity Card (Kartu Tanda Penduduk/KTP) or other identity card to the Registration
Officer of the Company prior to entering the EGM.
8. Conferring of Power of Attorney
The conferring of power of attorney by the Entitled Shareholders shall be made as follows:
(a) Those who have scripless shares, conferring of power of attorney are to attend and vote at the EGM to
a representatives of the Company’s Shares Registrar, PT. Adimitra Jasa Korpora (the “Shares
Registrar") through an Application for the Electronic GMS Implementation or e.ASY.KSEI
(electronic general meeting system) which can be accessed through the link https://akses.ksei.co.id/
provided by KSEI as a mechanism for electronic authorization (e-proxy) in the convening of the EGM.
E-Proxy can be made from the date of this notice until 29 October 2024 at 12.00 Western Indonesia
Time.
(b) Those who have shares with scrip, conferring of power of attorney are to attend and vote in the EGM
to:
(i) a representative of the Shares Registrar or one provided by the Company as an independent party.
The original Power of Attorney, accompanied by a photocopy of the Identity Card (KTP) or other
identity card sent to:
a. the Shares Registrar at the address: Kirana Boutique Office Blok F3 number 5, Jl. Kirana
Avenue III, Kelapa Gading, Jakarta Utara 14250, Phone: (021) 29745222 Fax.: (021)
29289961 (the ”Shares Registrar’s Office”); or
b. the Company, at the address: Jl. Raya Bogor Km 27, Ciracas, Jakarta Timur, Telp.: (021)
8710724, 8710301 Fax.: (021) 8711401 (the “Company’s Office”),
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not later than 1 (one) business day prior to the EGM, namely 29 October 2024 at the latest at
16.00 Western Indonesia Time; or
(ii) other party as they wish, provided that such other party is not a member of the Board of Directors,
a member of the Board of Commissioners or a Company’s employee. The proxies are requested
to bring a valid Power of Attorney by attaching a photocopy of the identity of the authorizer and
the proxy. In accordance with Article 48 of the OJK Rule 15/2020, in voting, the votes cast apply
to all shares owned and therefore the granting of power of attorney cannot be made to more than
one proxy for a portion of the number of shares with different votes.
-Forms of power of attorney and statement letter of Independent Shareholders required for the
discussion and decision making for the first agenda item of the EGM can be downloaded on the
Company's website: https://www.toray.co.id/. If the power of attorney for shareholders is signed
outside Indonesia, the power of attorney must be legalized by local notary where the letter the power
of attorney is signed.
-The proxies will only be permitted to attend the EGM after being declared valid as the proxy of the
shareholders who are registered as Eligible Shareholders.
9. The Company’s shareholders which are legal entities (“Legal Entity Shareholders”) can be represented in
the EGM by a person (persons) having authority to represent and act for and on behalf of the Legal Entity
Shareholders in accordance with the Articles of Association of the Legal Entity Shareholders.
Kindly requested to send:
(a) copies of the Articles of Association of the Legal Entity Shareholders prevailing at the date of the
EGM are held, and
(b) copy of the Minutes of General Meeting of Shareholder or other document related to the appointment
of members of the Board of Directors or management of the Legal Entity Shareholders having their
offices at the time the EGM are held, together with the evidence of notification and registration of
their appointment to the competent authority,
to the Company’s Office at the address mentioned in letter a of item 8.(b) point (i).b. above, at the latest 1
(one) business day prior to the EGM are held, namely 29 October 2024.
10. Shareholders who confer power of attorney through the e-Proxy facility can submit questions relevant to
the agenda of the EGM to the Company via email: dipa.ayukristianti.c2@mail.toray or in writing by letter
and sent to the Company’s Office no later than 3 (three) business days before the EGM were held, namely
25 October 2024. Questions that are not relevant to the agenda of the meeting will not be discussed at the
meeting.
11. In order to smooth the registration of the presence of shareholders, the Company's shareholders or their
proxies are kindly requested to come to the venue of the meeting at 09.30 Western Indonesia Time. The
meeting will start on time at 10.00 Western Indonesia Time.
Jakarta, 30 September 2024
The Board of Directors of the Company
Names mentioned 5 people and organisations named in the text · linked when the evidence is strong
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CENTEX TBK
p.1 ×4
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Financial Services Authority
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Indonesia Stock Exchange
p.1
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PT. Adimitra Jasa Korpora
p.2
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