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20240704_GGRP_Pemanggilan RUPS_31679402_lamp2.pdf
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Notice of the Extraordinary General Meeting of Shareholders
PT GUNUNG RAJA PAKSI Tbk
The Board of Directors of PT GUNUNG RAJA PAKSI Tbk, domiciled in Bekasi Regency (the
“Company”), hereby invites the Company’s shareholders to attend the Extraordinary General Meeting
of Shareholders (“Meeting”), which will be held on:
Day/Date : Friday, July 26th, 2024;
Time : 10:00 WIB to 11:30 WIB;
Venue : Company Office
Jl. Perjuangan No. 15, Kampung Tangsi RT. 006 RW. 007, Desa Sukadanau,
Kecamatan Cikarang Barat, Kabupaten Bekasi 17530.
The agenda of the Meeting is as follows:
1. Approval of the plan to reduce the company's authorized, issued, and paid-up capital by reducing the
nominal value of the company's shares.
Explanation:
The Company plans to reduce its authorized capital, issued capital, and paid-up capital by reducing
the nominal value of shares equally for all shares ("Capital Reduction Plan") as regulated in and
following the provisions of Articles 44, 45, 46, and 47 of the 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 into 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"). The reduction in the nominal value of shares in the Capital Reduction Plan will amount to
IDR 360 per share so that the nominal value of shares which was originally IDR 500 per share
changes to IDR 140 per share. The deviation 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, there is a change in the Company's capital structure as shown in the table below:
Authorized Capital Issued Capital Paid-Up Capital
Capital Structure
before the Capital Rp 16.900.000.000.000 Rp 6.055.688.078.500 Rp 6.055.688.078.500
Reduction Plan
Capital Structure
after Capital Rp 1.703.520.000.000 Rp 425.880.000.000 Rp 425.880.000.000
Reduction Plan
2. Approval of changes to the provisions of the Company's Articles of Association in connection with
changes to the Company's capital structure, and the granting of power and authority to the Company's
Board of Directors with rights of substitution to take all necessary actions in connection with or in the
framework of implementing all decisions taken at the EGMS, including but not limited to in making or
requesting all necessary deeds, letters and documents to be made, appearing before authorized
parties/officials including notaries, appointing third parties required within the plan to reduce the
authorized capital, issued and paid-up capital of the Company by reducing the nominal value of the
Company's shares, as well as to submit an application to the authorized party/official to obtain
approval or report the matter to the authorized party/official and register it in the company register as
intended in the applicable laws and regulations. .
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Explanation:
In the event that the Capital Reduction Plan is approved by the Shareholders, where there will be
changes to the Company's capital structure, then based on the provisions of Article 46 of UUPT, 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 the process of changing the Company's articles of
association, it is necessary to grant authority to the Company's Board of Directors to take the
necessary actions to implement changes to the Company's articles of association. Granting power
and authority to the Company's Board of Directors to implement EGMS decisions including
implementing changes to the articles of association and other related documents.
3. Approval of Change of Company's Full Address
Explanation:
The company plans to change the company's full address, which was originally located at Jalan
Perjuangan Number 8, Kampung Tangsi, RT 004, RW 006, Sukadanau Village, West Cikarang
District, Bekasi Regency 17530, to Jalan Perjuangan Number 15, Kampung Tangsi, RT 006, RW
007, Sukadanau Village, West Cikarang District, Bekasi Regency 17530 as regulated in and
following the provisions of Article 17 of Law no. 40 of 2007 concerning Limited Liability Companies
that, the Company has its domicile in a city or district within the territory of the Republic of Indonesia
which is determined in the articles of association as the Company's head office. In this case, the
Company needs to submit approval from Shareholders as the basis for changing the Company's
complete address to the latest and then report the changes to the relevant authorities and government
agencies.
.
Note:
1. The Company does not send a specific invitation to shareholders, since this Notice is valid as an
official invitation. This Notice can also be accessed on the Company’s website at
https://www.gunungrajapaksi.com and the application of eASY.KSEI.
2. Shareholders who are entitled to attend the Meeting are those whose names are listed in the
Company’s Register of Shareholders at the closing of Stock Exchange trading hours on July 03,
2024.
3. Participation of the Shareholders in the Meeting can be done with the following mechanism::
a. physically attend the Meeting; or
b. attend the Meeting electronically through the application of eASY.KSEI.
4. Shareholders who can attend electronically as mentioned in point 4 letter b, are local individual
shareholders whose shares are held in KSEI’s collective custody.
5. To use the eASY.KSEI application, shareholders can access the eASY.KSEI menu, Login
eASY.KSEI submenu, located in the facility of AKSes (https://akses.ksei.co.id/).
6. Prior to determining their participation in the Meeting, shareholders are required to read the terms
conveyed in this Notice, and other stipulations related to the Meeting based on the authority
determined by the Board of Directors of the Company.. Other terms can be seen through the
attached document on the ‘Meeting Info’ feature on the eASY.KSEI application and/or the Meeting
Notice posted on the websites and the Company has the right to determine other terms in relation
to the participation of shareholders or their representatives who will physically attend the Meeting.
7. Shareholders who will attend the Meeting physically the Meeting or shareholders who will exercise
their voting rights through the eASY.KSEI application, must inform their attendance or appoint their
representatives, and/or submit their votes through the eASY.KSEI application.
8. Materials related to the Meeting agenda are available on the Company's website and at the
Company's office from the date of the Invitation on July 4, 2024, until the Meeting is held on July
25, 2024, according to the Company information above.
9. The deadline for declaring attendance or appointing representatives and submitting votes through
the eASY.KSEI application is on 12:00 pm Western Indonesian Time (WIB) 1 (one) business day
before the date of the Meeting’
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10. Prior to entering the Meeting room, all shareholders or their representatives who attend physically
in the meeting are required to fill in the attendance by showing original proof of identity.
11. The Meeting will be held as efficiently as possible without reducing the validity of the Meeting in
accordance with the provisions of POJK 15/2020. The Shareholders who are unable to attend the
Meeting and will give power of attorney to attend the Meeting (non-electronically), the power of
attorney to attend the Meeting is granted with the following conditions:
a. The format of the power of attorney can be downloaded on the Company's website as of
the date of the Notice of the Meeting and the power of attorney must be filled in according to the
instructions stipulated therein and submitted to the Board of Directors of the Company through
PT ADIMITRA JASA KORPORA as the Company's Securities Administration Bureau (“BAE”),
no later than before 16:00 Western Indonesia Time, May 1, 2024, which is 1 (one) business days
before the Meeting is held;
b. For the Company’s shareholders who sign the power of attorney abroad, the pertaining power of
attorney must be legalized by the Indonesian Embassy/Consulate General of the Republic of
Indonesia in the local country.
12. For Shareholders (individual/legal entity)/Proxies who are physically attending, are requested to
bring the following documents:
a. For Individual Stakeholders, a copy of valid personal identification
(Residential Identity Card/KTP or passport);
b. For Legal Entity Shareholder, copy of its articles of association and any amendments
thereto, together with the latest composition of the management, and Single Business Number
(NIB)/Tax Identification Number (NPWP);
c. For Proxy, a valid power of attorney is enclosed with a copy of respective identification
documents of the authorizer and the attorney.
13. For Shareholders who will attend or authorize a representative to attend the Meeting electronically
through the eASY.KSEI applications are required to pay attention to the following:
a. Registration Process:
i. Local individual shareholders who have not provided their attendance declaration before the
deadline mentioned in point 9 and wish to attend the Meeting electronically are required to
register their attendance through the eASY.KSEI application from the date of the Meeting
until the time that the Company ends the Meeting's electronic registration;
ii. Local individual shareholders who have provided their attendance declaration but have not
submitted their vote on a minimum of 1 (one) of the Meeting agendas through the eASY.KSEI
application before the deadline mentioned in point 9 and wish to attend the Meeting
electronically, are required to register their attendance through the eASY.KSEI application
from the date of the Meeting until the time that the Company ends the Meeting's electronic
registration;
iii. Shareholders who have authorized the Company’s Independent Representative or an
Individual Representative but have not submitted their vote on a minimum of 1 (one) of the
Meeting agendas through the eASY.KSEI application before the deadline mentioned in point
9 and wish to attend the Meeting electronically are required to register their attendance
through the eASY.KSEI application during the date of the Meeting until the time that the
Company ends the Meeting's electronic registration;
iv. Shareholders who have authorized an Intermediary Participant Representative (Custodian
Bank or Securities Company) and have submitted their vote through the eASY.KSEI
applications before the deadline mentioned in point 9 are required to request their registered
representatives in the eASY.KSEI to register their attendance through the eASY.KSEI during
the date of the Meeting until the time that the Company ends the Meeting's electronic
registration;
v. Shareholders who have submitted their attendance declaration or authorized a Company-
appointed Independent Representative or Individual Representative and have provided their
votes for a minimum of 1 (one) of the Meeting agendas through the eASY.KSEI applications
before the deadline mentioned in point 9 do not need to electronically register their
attendance through the eASY.KSEI application on the Meeting’s date. Shares’ ownership will
be automatically calculated as an attendance quorum and submitted votes will be
automatically counted during the Meeting’s voting process;
vi. Lateness or electronic registration failures, as mentioned in points number i - iv, for whatever
reason that cause shareholders or their representatives to not be able to electronically attend
the Meeting, will prevent their shares from being counted as a quorum for the Meeting;
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b. Electronic Statements or Opinions Submission Process:
i. Shareholders or their representatives have 3 (three) opportunities to submit their questions
and/or opinions at each discussion session per the agenda of the Meeting. Questions and/or
opinions on each of the Meeting agendas can be submitted in writing by the Shareholders or
their representatives through the chat feature in the ‘Electronic Opinions’ made available in
the E-Meeting Hall screen of the eASY.KSEI application Questions and/or opinions can be
given as long as the Meeting’s status in the ‘General Meeting Flow Text’ status is written as
“Discussion started for agenda item no. [ ]”;
ii. Determination of the mechanism for conducting discussions per agenda of the Meeting in
writing through the E-Meeting Hall screen in the eASY.KSEI application is the authority of the
Company and will be stated by the Company in the Company’s Meeting Guidelines through
the eASY.KSEI;
iii. For shareholders’ representatives who electronically attend the Meeting and will submit a
question and/or opinion during a discussion session of one of the Meeting agendas are
required to write down the name of the shareholder and amount of shares they represent
followed by their related questions and/or opinions;
c. Voting Process:
i. The voting process electronically will be held through the E-Meeting Hall menu, and Live
Broadcasting submenu of the eASY.KSEI;
ii. Shareholders or their representatives who have not submitted their votes on the particular
Meeting agenda, as mentioned in point 13 letter a. number i - iii, are given an opportunity to
submit their votes as the Company opens the voting period in the E-Meeting Hall screen of
the eASY.KSEI. After the electronic voting period for one of the Meeting agendas is started,
the system will automatically count down the voting time by a maximum of 5 (5) minutes.
During the electronic voting time, a “Voting for Agenda item no [ ] has started” status would
be displayed in the ‘General Meeting Flow Text’ column. Shareholders or their
representatives who have not submitted their votes during a specific Meeting agenda after
the ‘General Meeting Flow Text’ column’s status has changed to “Voting for Agenda item no
[ ] has ended” will be considered to give an Abstain vote for the related Meeting agenda;
iii. The voting time in the electronic voting process is a standardized time set by the eASY.KSEI.
The voting time for each of the Meeting agendas (with a maximum of five minutes per Meeting
agenda) and include them in the Meeting’s Guidelines through the eASY.KSEI;
d. Live Broadcast of the Meeting:
i. Shareholders or their representatives who have registered in the eASY.KSEI no later than
the deadline mentioned in point 9 can watch the ongoing Meeting live via Zoom in webinar
format by accessing the eASY.KSEI menu, submenu Tayangan RUPS in the AKSes facility
(https://akses.ksei.co.id/);
ii. Tayangan RUPS has a capacity of up to 500 participants and the attendance of each
participant will be determined on a first come first serve basis. Shareholders or their
representatives who could not be accommodated in the Meeting’s broadcast are still
considered to have electronically attended the Meeting and their share ownerships and votes
are still counted, as long as they have registered through the eASY.KSEI, as specified above
in point 13 letter a number i - v;
iii. Shareholders or their representatives who only watch the Meeting through Tayangan RUPS
but were not electronically registered as participants in the eASY.KSEI, as specified above
in point 13 letters a number i - v, will not be considered as a legal participant and are not
counted as part of the Meeting’s quorum;
iv. Shareholders or their representatives who watch the Meeting through Tayangan RUPS can
use the raise hand feature to submit questions and/or opinions during the discussion sessions
for each of the Meeting agendas. Shareholders or their representatives can directly ask
questions or voice their opinions if the Company has allowed and activated the allow to talk
feature. Mechanisms for discussion on each of the Meeting agendas, including the use of the
allow to talk feature in Tayangan RUPS are determined by the Company and included in the
Meeting's Guidelines through the eASY.KSEI;
V. To get the best experience in using the eASY.KSEI and/or Tayangan RUPS, Shareholders,
or their representatives are encouraged to use the Mozilla Firefox browser.
14. In accordance with the provisions of Article 14 Paragraph (13) and Paragraph (14) Article
Association of the Company and Article 48 POJK No. 15/2020, the Shareholders of the Company
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are not entitled to grant power of attorney to more than one proxy for a portion of the total shares
they own with a different vote, except:
a. Custodian Bank or Securities Company as Custodian representing its clients who own the shares
of the Company
b. Investment Managers who represent the interests of the Mutual Funds they manage.
Bekasi Regency, July 4, 2024
Board of Directors
PT GUNUNG RAJA PAKSI Tbk
Names mentioned 3 people and organisations named in the text · linked when the evidence is strong
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Minister of Law and Human
p.2
unresolved
org
PT ADIMITRA JASA KORPORA
p.3
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