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20240605_ITMA_Pemanggilan RUPS_31647367_lamp1.pdf
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NOTICE TO THE SHAREHOLDERS
OF PT SUMBER ENERGI ANDALAN Tbk
The Board of Directors of PT SUMBER ENERGI ANDALAN Tbk (the “Company”), hereby invited the
Company’s shareholders to attend the Annual General Meeting of Shareholders (“AGMS”) and the
Extraordinary General Meeting of Shareholders (“EGMS”) of the Company (the AGMS and the EGMS
hereinafter jointly referred to as the “Meeting”), which will be held on:
Day / Date : Thursday / June 27, 2024;
Time : 10.00 Western Indonesia Time - onwards;
Venue : Sopo Del Office Towers and Lifestyle Center,
Tower B 21st Floor and 22nd Floor
Jalan Mega Kuningan Barat III Lot. 10.1-6, South Jakarta.
The Meeting agendas are as follows:
AGMS Agenda:
1. Approval and ratification of the Annual Report for the financial year ended December 31, 2023, which
consists of:
a. Report on the management of the Company by the Board of Directors and the Report
on the supervision of the Company by the Board of Commissioners for the financial year ended
on December 31, 2023;
b. Financial Statements and ratification of the balance sheet as well as the calculation of profit
and loss for the financial year ended on December 31, 2023 as well as granting and release
and full acquittal (acquit et de charge) to all members of the Board of Directors and members
of the Board of Commissioners of the Company for the management and supervision actions
they have taken for the financial year ended on December 31, 2023.
Explanation: the above agenda is in accordance with the provisions of (i) Article 18 paragraph (4)
letter a and letter b of the Company's Articles of Association, (ii) Article 66 paragraph
(1) and Article 69 paragraph (1) of Law Number 40 of 2007 concerning Limited Liability
Companies as partially amended by Law number 6 of 2023 concerning Government
Regulations in Lieu of Law number 2 of 2022 concerning Job Creation (“UU PT”) and
(iii) Article 41 paragraph (1) letter a Financial Services Authority Regulation Number
15/POJK.04/2020 concerning the Plan and the Implementation of the General Meeting
of Shareholders of Public Company (“POJK No. 15/2020”).
2. Determination of the Company's profit and loss for the financial year ended on December 31, 2023.
Explanation: the above agenda is in accordance with the provisions of (i) Article 18 paragraph (4)
letter c of the Company's Articles of Association, (ii) Article 70 and Article 71 paragraph
(1) of the UU PT and (iii) Article 41 paragraph (1) letter a POJK No. 15/2020.
3. Determination of the amount of salary and other benefits for members of the Board of Directors and
members of the Board of Commissioners of the Company.
Explanation: the above agenda is in accordance with the provisions of (i) Article 11 paragraph (17)
and Article 14 paragraph (19) of the Company's Articles of Association, (ii) Article 96
and Article 113 of UU PT and (iii) Article 41 paragraph (1) letter a POJK No. 15/2020.
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4. Appointment of Public Accountant who will audit the Company's financial statements for the financial
year ending on December 31, 2024.
Explanation: the above agenda is in accordance with the provisions of (i) Article 18 paragraph (4)
letter d of the Company's Articles of Association, (ii) Article 68 of the UU PT, (iii) Article
3 of Regulatıon of the Fınancıal Servıces Authorıty No. 9/2023 concernıng the Use of
Publıc Accountant Servıces and Public Accountıng Firm in Financian Servıce
Activities and (iv) Article 41 paragraph (1) letter a POJK No. 15/2020.
5. Changes in the composition of the Board of Directors and/or Board of Commissioners of the
Company.
Explanation: the above agenda is in accordance with the provisions of Article 3 paragraph (1),
Article 8 paragraph (3), Article 23 and Article 27 of the Financial Services Authority
Regulation No. 33/POJK.04/2014 concerning the Board of Directors and Board of
Commissioners of Issuers or Public Company.
6. Accountability for the realization of the use of proceeds from the Series I Warrants.
Explanation: the above agenda is in accordance with the provisions of Article 6 of Financial Service
Authority Regulation No. 30/POJK.04/2015 concerning Report on the Realization of
the Appropriation of Fund Resulting from Public Offering.
EGMS Agenda:
Approval to the Board of Directors of the Company to transfer, release or pledge all or majority of the assets
of the Company in one transaction or several transactions which stand alone or are related to one another
and/or act as Guarantor through the provision of Corporate Guarantees, in connection with the Company's
business activities and/or or subsidiaries of the Company, in the context of financial facilities that will be
obtained by the Company and/or subsidiaries of the Company from third parties including extension or
refinancing (and all additions and/or amendments thereto), up to a period deemed good by the Board of
Directors of the Company, by complying with the provisions of POJK number 42/POJK.04/2020 concerning
Affiliated Transactions and Conflict of Interest Transactions (“POJK No. 42/2020”) and POJK number
17/POJK.04/2020 concerning Material Transactions and Changes in Business Activities (“POJK No.
17/2020").
Explanation: the above agenda is in accordance with the provisions of (i) Article 18 paragraph (6)
and Article 21 paragraph (8) of the Company's Articles of Association, (ii) POJK No.
42/2020 and (iii) POJK No. 17/2020.
Note:
1. The Company will not send a specific invitation to shareholders given that this invitation
constitutes an official invitation to the Company. This invitation can also be found at the
Company’s website at https://energi-andalan.co.id/ and the application of eASY.KSEI.
2. Materials related to the Meeting are available at the Company’s website as of the Notice
date on June 5, 2024 and up to the Meeting’s date on June 27, 2024, as the Company
informed above.
3. The shareholders who are entitled to attend or be represented at the Meeting are those
whose names are listed in the Shareholders Register of the Company as of the Stock
Exchange’s closing hour on June 4, 2024.
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4. Shareholders can participate in the Meeting by either:
a. physically attending the Meeting; or
b. electronically attending the Meeting through the application of eASY.KSEI.
5. Shareholders who wish to attend electronically, as mentioned in item 4 letter b, must be
local individual shareholders who have shares deposited in KSEI’s collective custody.
6. Shareholders can utilize the eASY.KSEI by accessing eASY.KSEI menu, Login
eASY.KSEI submenu in the AKSes facility (https://akses.ksei.co.id/).
7. Prior to participating in the Meeting, shareholders must first read the terms presented in
this Invitation, as well as other stipulations related to Meeting as authorized by the
Company. Other terms can be found in the attached document on the ‘Meeting Info’
feature provided in the eASY.KSEI and/or Meeting invitations posted at the websites of
the Company. The Company retains the rights to authorize more terms in relation to
shareholders or shareholder representatives’ physical participation in the Meeting.
8. Shareholders who wish to physically attend the Meeting or exercise their voting rights
through the eASY.KSEI, must first inform their attendance or the attendance of their
appointed representatives, and/or submit their votes through the eASY.KSEI.
9. The deadline for declaring attendance, appointing representatives, or submitting votes
through the eASY.KSEI is set at 12:00 pm Western Indonesian Time (WIB) 1 (one)
business day before the Meeting’s date.
10. Prior to entering the Meeting room, all shareholders or their representatives who wish to
physically participate in the meeting must first fill in the attendance list and show original
proofs 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 No. 15/2020. The Shareholders who
are unable to attend the Meeting and will give power of attorney to attend the Meeting
(non-electronically), can provide the power of attorney to attend the Meeting, 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 summons to 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 EDI INDONESIA as the
Company's Securities Administration Bureau (“BAE”), no later than before 16:00
Western Indonesia Time, June 26, 2024, namely 1 (one) business days before
the Meeting is held;
b. For the Company’s shareholders who signed 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 present, are
requested to bring the following documents:
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a. For individual Shareholder, 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 enclosed with a copy of respective
identification documents of the authorizer and the attorney.
13. Shareholders who wish to attend or authorize a representative to attend the Meeting
electronically through the eASY.KSEI must consider the following points:
a. Registration Process:
i. Local individual shareholders who have not provided their
attendance declaration before the deadline mentioned on item
9, but wish to attend the Meeting electronically, must first
register their attendance through the eASY.KSEI during the
date of the Meeting and before 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 before the deadline mentioned on item 9 and wish
to attend the Meeting electronically, must first register their
attendance through the eASY.KSEI during the date of the
Meeting and before 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 before the
deadline mentioned on item 9 and wish to attend the Meeting
electronically must first register their attendance through the
eASY.KSEI during the date of the Meeting and before 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 before the
deadline mentioned on item 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 before the time that the Company ends the Meeting's
electronic registration;
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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 before the deadline mentioned on item
9 do not need to electronically register their attendance through
the eASY.KSEI 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;
b. Electronic Statements or Opinions Submission Process:
i. Shareholders or their representatives are provided 3 (three)
opportunities to present their questions and/or opinions in
discussion in each Meeting agendas. 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. 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. The mechanism of handling questions and/or opinions through
'Electronic Opinion' screen in the eASY.KSEI is determined by
the Company and will be included in the Company’s Meeting
Guidelines through the eASY.KSEI;
iii. Shareholders’ representatives who electronically attend the
Meeting and submit a question and/or opinion during a
discussion session of one of the Meeting agendas are required
to type in the name of the shareholder and amount of shares
they represent first before they write their respective questions
and/or opinions;
c. Voting:
i. The voting process will be conducted electronically through the
E-Meeting Hall menu, Live Broadcasting submenu of the
eASY.KSEI;
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ii. Shareholders or their representatives who have not submitted
their votes on the particular Meeting agenda, as mentioned in
item 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 (five) minutes. During the electronic voting time,
a “Voting for Agenda item no [ ] has started” status would be
displayed at 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 th electronic voting process is a standardized
time set by the eASY.KSEI. Voting time for each of Meeting
agendas (with a maximum of five minutes per Meeting agenda)
and include them in the Meeting’s Guideline through the
eASY.KSEI;
d. Live Broadcast of the Meeting:
i. Shareholders or their representatives who have been
registered in the eASY.KSEI no later than the deadline
mentioned on item 9 can watch the 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 500 participants provided
in 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 item 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
item 13 letter 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
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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 Guideline through the eASY.KSEI;
v. Shareholders or their representatives are encouraged to use
the Mozilla Firefox browser for the best experience in using the
eASY.KSEI and/or Tayangan RUPS.
14. In accordance with the provisions of Article 21 paragraph (13) and paragraph (14) Article
Association of the Company and Article 48 POJK No. 15/2020, the Shareholders of the
Company 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.
15. In order to implement the Company's efficiency, therefore the Company does not provide
souvenirs and Annual Reports in physical form to the Shareholders/Proxies who are
present at the Meeting.
Jakarta, June 5, 2024
Board of Directors
PT SUMBER ENERGI ANDALAN Tbk
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