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20240605_ISSP_Pemanggilan RUPS_31646680_lamp1.pdf

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Page 1
                               CONVOCATION
                ANNUAL GENERAL MEETING OF SHAREHOLDERS
                  PT STEEL PIPE INDUSTRY OF INDONESIA Tbk


Directors of PT Steel Pipe Industry of Indonesia Tbk. (the “Company”) domiciled in Surabaya
hereby invites the shareholders of the Company to attend the Annual General Meeting of
Shareholders (AGMS) hereinafter referred to as the (“Meeting”), which will be held physically
and electronically on:

         Day/Date             :   Friday, 28 June 2024
         Time                 :   14.00 WIB – finish
         Place                :   Auditorium Gedung Baja Tower C 9th floor
                                  Jl. Pangeran Jayakarta No.55, Central
                                  Jakarta 10730

The meeting agenda is as follows:
   1. Approval on the Annual Report for the fiscal year of 2023 and ratification on the
      Financial Statement of the Company for the financial year ended on 31 December
      2023 and provide full acquittal and discharge (volledig acquit et de charge) to the
      members of the Board of Directors and Board of Commissioners of the Company for
      management and supervision performed during the fiscal year of 2023;
   2. Resolution on the determination of the use of the Company’s net profit for the
      financial year of 2023;
   3. Approval on the appointment of Public Accountant to audit the Financial Statement of
      the Company for the financial year ended on 31 December 2024 and authorize the
      Company's Board of Commissioners to determine the amount of the honorarium of
      the Public Accountant along with other terms of their appointment;
   4. Resolution on the determination of the salary, honorarium and allowances and other
      facilities for the member of the Board of Directors and the Board of Commissioners;
   5. Approval on the changes to the composition of the member of the Board of
      Commissioners and Board of Directors of the Company;
   6. Report and accountability for the use of proceeds from the public offering of bonds
      and sukuk.
   7. Approval of the Amendment to Article 3 of the Company's Articles of Association
      Regarding the Company's Objectives and Purposes as well as Business Activities,
      related to the formulation and reorganization of supporting business activities.
   8. Approval to guarantee more than 1/2 or the entire wealth of the Company in the
      context of credit facilities that the Company will obtain from Banks and/or Financial
      Institutions, including for the issuance of Bonds and/or Sukuk in the Capital Market
Page 2
Explanation of the agenda as follows:
   • Agenda number 1, 2, 3, and 4 mentioned above are routine agenda items in the
      General Meeting of Shareholders (RUPST) in accordance with the provisions of the
      Company's Articles of Association and Law No. 40 of 2007 concerning Limited
      Liability Companies.
   • Agenda number 5 includes the resignation of Mr. Tikman Utomo as Director of the
      Company and Ms. Endang Fifi Susanto as Commissioner of the Company.
      Subsequently, Mr. Nico Gunawan will be appointed as Director of the Company and
      Mr. Entario Widjaja Susanto as Commissioner of the Company. Mr. Entario Widjaja
      Susanto is the director of PT Saranacentral Bajatama Tbk with more than 20 years of
      experience in the steel industry. Additionally, he is an expert in market research,
      market trend analysis, and marketing strategy. Mr. Nico Gunawan has been
      experienced in the steel pipe industry since 2003 and currently serves as the Deputy
      Director of Operations of the Company and Head of Divisions 1, 2, and 6.
   • Agenda number 6 is about the report and accountability of the use of funds from the
      public offering of bonds and sukuk in accordance with the Peraturan Otoritas Jasa
      Keuangan No. 30/POJK.04/2015 regarding the Report on the Realization of the Use
      of Funds from Public Offerings.
   • Agenda number 7 involves the amendment of Article 3 of the Company's Articles of
      Association regarding the Company's Objectives and Purposes as well as Business
      Activities, related to the formulation and reorganization of supporting business
      activities in accordance with the Regulation of the Capital Market and Financial
      Institutions Supervisory Agency Number IX.J.1 concerning the Principles of the
      Articles of Association of Companies conducting Public Offerings of Equity Securities
      and Public Companies, Appendix to the Decision of the Chairman of the Capital
      Market and Financial Institutions Supervisory Agency Number Kep-179/BL/2008, and
      using the 2020 Indonesian Standard Industrial Classification (KBLI) codes.
   • Agenda number 8 pertains to asset collateral for banking facilities to fulfill banking
      administrative requirements.

Notes:

   1. The Company does not send a separate invitation to the shareholders of the
      Company and this invitation is considered as an official invitation.

   2. Materials related to the Meeting agenda, such as the 2023 Annual Report and the
      2023 Financial Statements, are available and can be downloaded from the
      Company's website, starting prior to the date of this Meeting Call.

   3. Meetings are held with reference to POJK No. 15/POJK.04/2020 regarding Planning
      and Organizing the General Meeting of Shareholders of a Public Company and
      POJK No. 16/POJK.04/2020 concerning the Implementation of the Electronically
      General Meeting of Shareholders Public Company, so that the Company's Meeting
      will be held using the KSEI Electronic General Meeting System (eASY.KSEI) facility
      which will be provided by PT Kustodian Sentral Efek Indonesia (“KSEI”).

   4. Shareholders who are entitled to attend electronically or to be represented by a
      Power of Attorney to vote at the Meeting are shareholders of the Company whose
      names are registered in the Register of Shareholders of the Company and
Page 3
    shareholders of the Company in the Collective Custody of PT Kustodian Sentral Efek
    Indonesia on June 5, 2024, at 16.00 WIB.


Proxy of presence:

    a. Shareholders who are not present may be represented by their proxies at the
       Meeting by bringing a Power of Attorney, provided that members of the Board of
       Directors, members of the Board of Commissioners, and employees of the
       Company may act as proxies for the Company's shareholders in this Meeting, but
       the votes they cast are not taken into account in the voting.

    b. Shareholders can download the Power of Attorney form through the Company's
       website, namely www.spindo.com or email to corsec@spindo.co.id.

    c. Furthermore, the Shareholders may grant power of attorney to Adimitra as an
       Independent Party through the eASY.KSEI website or send the original Power of
       Attorney which has been filled out and signed on a stamp duty of Rp 10.000. no
       later than 3 (three) days before the Meeting through Adimitra until 16.00 WIB,
       with the email address opr@adimitra-jk.co.id or the address at Rukan Kirana
       Boutique Office; Jl. Kirana Avenue III Blok F3 No. 5; Kelapa Gading - North
       Jakarta 14250 with Telephone Number 021-2936 5287/98.

    d. Shareholders in the form of legal entities are required to bring a complete
       photocopy of their Articles of Association and the latest composition of the
       management.

    e. Shareholders or their proxies who will attend the Meeting are requested to bring
       and submit a photocopy of their valid ID to the registration officer before entering
       the Meeting room. Shareholders of the Company in Collective Custody are
       required to show Written Confirmation for Meetings (KTUR) which can be
       obtained through Exchange Members or Custodian Banks.

5. In terms of holding the Meeting, the Company does not provide souvenirs and
   food or drinks.

6. Materials for the agenda of the Meeting and the rules of the Meeting in the form of
   electronic copies of documents can be obtained through the Company's website
   www.spindo.com as of the date of this Meeting Invitation.

7. In order to facilitate the arrangement and order of the Meeting, shareholders or their
   proxies who are physically present are requested to be at the Meeting venue 30
   (thirty) minutes before the Meeting begins.




                             Surabaya, 6 June 2024
                 PT. STEEL PIPE INDSUTRY OF INDONESIA, Tbk
                               Board of Directors

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Names mentioned 11 people and organisations named in the text · linked when the evidence is strong

linked person Tikman Utomo · Director p.2
linked person Endang Fifi Susanto · Commissioner p.2
linked person Nico Gunawan p.2 ×3
linked person Entario Widjaja Susanto · Commissioner p.2 ×3
linked org Saranacentral Bajatama Tbk p.2 ×2
possible org Otoritas Jasa Keuangan p.2
unresolved org PT Steel Pipe Industry p.1
unresolved org Indonesia Tbk. p.1
unresolved org PT Kustodian Sentral Efek Indonesia p.2 ×3
unresolved org PT. STEEL PIPE INDSUTRY OF INDONESIA p.3

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