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20240614_SMRA_Pemanggilan RUPS_31661955_lamp2.pdf

RUPS notice Text extracted SMRA

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Page 1
Disclaimer : This is an unofficial translation and is provided for reference only.




                                             NOTICE OF
                     ANNUAL GENERAL MEETING OF SHAREHOLDERS
                                 PT SUMMARECON AGUNG Tbk.


The Board of Directors of PT Summarecon Agung Tbk (the "Company") hereby invite our
shareholders to attend the Annual General Meeting of Shareholders ("AGMS") of the Company to be
held on:


Day / Date               : Thursday / 20th June 2024
Time                     : 10.00 WIB - Finish
Venue                    : Ruang Janur Sari, Klub Kelapa Gading
                          Jl. Boulevard Raya Blok KGC, RW 1
                          Kel. Kelapa Gading Timur, Kec. Kelapa Gading
                          Kota Jakarta Utara


The agenda of the AGMS is as follows:


AGMS


1.     To approve the Company’s Annual Report, and to approve and ratify the Company’s Financial
       Statements and Report of the Board of Commissioners for the financial year 2023.
2.     To approve the utilization of Company’s net income for the financial year ended on 31 December
       2023.
3.     To authorize the Board of Commissioners of the Company to appoint Public Accountants to audit the
       books of the Company for the year 2024, and to determine the honorarium, and terms of appointment
       thereon.
4.     To approve the salary or honorarium and allowance of the Board of Commissioners, and the salary and
       allowance of Board of Directors for the year 2024.
5.     To authorize the company to pledge assets in excess of 50% (fifty percent) of the Company's current
       and future net assets when obtaining funding from Bank Financial Institutions and Non-Bank Financial
       Institutions and the Public (through Securities other than Equity Securities through Public Offerings)
       without prejudice to the Articles of Association and the applicable laws and regulations.
6.     To authorize the plan to transfer the Company's assets of Summarecon Mall Kelapa Gading and other
       assets related to Summarecon Mall Kelapa Gading to PT Summarecon Investment Property which is a
       subsidiary of the Company whose shares are 99.99% owned by the Company.
Page 2
Disclaimer : This is an unofficial translation and is provided for reference only.


7.    To report on the utilization of funds from the Public Offering of Continuous Bond IV Summarecon
      Agung Tranche II Year 2023.




The explanation of the Meeting agenda as follows:
   1. Agenda 1 to 4 are routine agenda items held at the Company's Annual General Meeting of
       Shareholders. This is in accordance with the provisions in the Company's Articles of
       Association and Law Number 40 of 2007 concerning Limited Liability Companies
       (“UUPT”);

     2. Agenda 5, in accordance with the provisions in the Company's Articles of Association and
        UUPT, the Company is required to obtain approval from the shareholders before the
        Company can pledge its assets if the legal act of pledging said assets exceeds 50% (fifty
        percent) of the net assets of the Company;

        - The purpose of this general approval is to anticipate the possibility of raising funds by the
        Company for the purpose of funding current and future investment projects, working capital
        needs, and/or loan repayments, that require guaranteeing the Company's assets in excess of
        50% (fifty percent) of the Company's net assets value, which are carried out in one or more
        transactions, under related and/or separate transactions. This general approval is valid until
        the next Annual General Meeting of Shareholders of the Company.

     3. Agenda 6, in accordance with the provisions of the Company’s Articles of Association and
        Company Law (‘UUPT’), the Company is required to obtain approval from the shareholders
        before the Company can transfer its assets when it exceeds 50% (fifty percent) of the net
        assets value of the Company.
        The purpose of this approval is for the Company to reorganise and streamline the business
        units according to their business functions. PT Summarecon Investment Property derives its
        income mostly from its recurring income businesses. Summarecon Mall Kelapa Gading, an
        asset with recurring incomes shall be transferred from PT Summarecon Agung Tbk. to PT
        Summarecon Investment Property by way of ‘Inbreng’. (Note : PT Summarecon Investment
        Property will issue new shares for the asset injection)

     4. Agenda 7, the Company is required to submit a report in accordance with the Financial
        Services Authority Regulation Number 30/POJK.04/2015 dated 16 December 2015
        concerning Report on the Utilization of Funds from Public Offering.



Notes for the Meeting :


1.    The meeting is being held in accordance with OJK Regulation Number 15/POJK.04/2020 dated 20
      April 2020 pertaining to the Plan and Organizing of the General Meeting of Shareholders of a Public
      Company (“POJK 15/20”), OJK Regulation Number 16/POJK.04/2020 dated 20 April 2020
      pertaining to the Implementation of the General Meeting of Shareholders of a Publicly Listed
      Company Electronically, and the Company's Articles of Association.
2.    The Company does not send separate invitation letters to shareholders. This notice of AGMS issued in
      accordance with Article 12 Paragraph 8 and 17 point (1) of the Articles of Association constitutes an
      official invitation to the shareholders of the Company.
Page 3
Disclaimer : This is an unofficial translation and is provided for reference only.


3.    The Notice of the Meeting may be viewed on the Company's website: "www.summarecon.com", the
      website of PT Bursa Efek Indonesia: www.idx.co.id, and the website of PT Kustodian Sentral Efek
      Indonesia ("KSEI"): "www.ksei.co.id ".
4.    Shareholders entitled to attend or be represented at the Meeting are shareholders registered in the
      Register of Shareholders on Monday, 27 May 2024 at the close of trading on Indonesia Stock
      Exchange.
5.    The Company will limit the physical presence of shareholders and to suggest shareholders to
      participate in the Meeting electronically or to provide power of attorney electronically (“e-
      Proxy”) and to vote electronically (“e-Voting”) through the KSEI’s Electronic General Meeting
      System (eASY.KSEI) facility which will be provided by KSEI.
6.    Regarding point 5 above and point 9 below, the participation of Shareholders in the Meeting may be
      held with the following mechanism:
      I.    Power of Attorney
                a. Electronic Authorization
                    The Company appeals to shareholders in KSEI Collective Custody to give the power of
                    attorney electronically / e-Proxy to Independent Proxy, namely representatives appointed
                    by the Company's Securities Administration Bureau (PT Raya Saham Registra) in the
                    eASY.KSEI facility through AKSes.KSEI (https://akses.ksei.co.id);
                    Shareholders can provide power of attorney electronically/e-Proxy to the Proxy appointed
                    by the shareholder, as long as the Proxy has been registered in the eASY.KSEI facility.
                    Electronic authorization/e-Proxy must comply with the procedures, terms, and conditions
                    stipulated by KSEI and the Company.
                b. Non-Electronic Authorization
                    -    In addition to the electronic power of attorney/e-Proxy mentioned above,
                         shareholders may grant power of attorney outside the eASY.KSEI mechanism.
                    -    The original Power of Attorney along with a copy of the identity card
                         (KTP/Passport) must be submitted directly to the Company's Securities
                         Administration Bureau, PT Raya Saham Registra, prior to the commencement of the
                         Meeting.
      II.   Physical presence at the Meeting
            Shareholders who attend the Meeting, are required to :
            a. Present the Single Investor Identification (SID) number issued by KSEI.
            b. Submit to the registrar a photocopy of the identification card ("KTP").
            c. Legal Entity Shareholders or Legal Entity Shareholders Power of Attorney must submit: (i)
               Power of Attorney as determined by the Company, (ii) photocopy of the latest Articles of
               Association of the Legal Entity, (iii) photocopy of deed of appointment of the Legal Entity’s
               latest company management, and (iv) letter of special power of attorney (if required by the
               Articles of Association of the said Legal Entity).
            d. Shareholders who will physically attend are required to follow the security and health
               protocols, in accordance with the management provisions of the building where the Meeting
               is held.
       III. Participate in the electronic Meeting through the eASY.KSEI facility
            Guidelines for registration, the registration process, application and further explanation regarding
            eASY.KSEI and AKSes KSEI, including those related to the Meeting, may be viewed on the
            KSEI website, https://easy.ksei.co.id and/or https://akses.ksei.co.id.
Page 4
Disclaimer : This is an unofficial translation and is provided for reference only.


7.    Shareholders who attend the meeting electronically through the eASY.KSEI application may notify
      their attendance, proxy, and voting rights through the eASY.KSEI application at
      https://akses.ksei.co.id. The e-Proxy and e-Voting facilities are available for shareholders who are
      entitled to attend the Meeting from the date of the Notice to the Meeting until the day before the
      Meeting on Wednesday, 19 June 2024 in accordance with the provisions and procedures stipulated and
      implemented by KSEI as e-GMS provider.
8.    The Company do not provide meeting materials in hard copy at the Meeting and in accordance with
      the provisions of Articles 17 and 18 of POJK 15/20, materials for the Meeting agenda are available and
      can be accessed and downloaded through the Company's website (www.summarecon.com) from the
      date of the Notice for the Meeting until the holding of the Meeting.
9.    With reference to the capacity of the Meeting room, the Shareholders or their Proxies who will
      physically attend the Meeting will be determined based on the principle of first come first served
      until the meeting room capacity is reached.
10.   The Company will enforce and implement health protocols at the Meeting location during the
      preparation and implementation of the Meeting. Thus, shareholders or their proxies who will be
      physically present at the Meeting must follow and comply with the health protocol.
11.   With the posting of the Agenda, Meeting rules, Information, Notice and Call for Meeting in the
      Company’s website, the Meeting shall be conducted as efficiently as possible.
12.   In the event that the government or the official authority may at any time issue a policy prohibiting the
      implementation of the Meeting or the prohibition of the Company's shareholders to be physically
      present at the Meeting before or on the designated day, the Company shall not be held responsible as it
      is beyond the control of the Company.
13.   To facilitate the organization and the orderliness of the AGMS, Shareholders or their Proxies are
      kindly requested to be present at the AGMS venue 30 (thirty) minutes before the AGMS starts.




                                             Jakarta, 28 May 2024
                                              Board of Directors

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Published14 Jun 2024
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Names mentioned 8 people and organisations named in the text · linked when the evidence is strong

linked org SUMMARECON AGUNG Tbk. p.1 ×9
possible org PT Bursa Efek Indonesia p.3
unresolved org Bank Financial Institutions p.1 ×2
unresolved org PT Summarecon Investment Property p.1 ×4
unresolved org Financial Services Authority p.2
unresolved org PT Kustodian Sentral Efek Indonesia p.3
unresolved org Indonesia Stock Exchange p.3
unresolved org PT Raya Saham Registra p.3 ×2

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