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20240605_KRAS_Pemanggilan RUPS_31647101_lamp1.pdf
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INVITATION OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT KRAKATAU STEEL (PERSERO) Tbk
Domiciled in Cilegon
The Shareholders of PT Krakatau Steel (Persero) Tbk (“Company”) are hereby notified that the Company
intend to convey the Invitation to the Annual General Meeting of Shareholders for the 2023 Financial Year
(“Meeting”) which will be held physically and electronically (e-RUPS) in accordance with Financial Services
Authority Regulation (“OJK Regulation”) Number 16/POJK.04/2020 concerning the Electronic General
Meeting of Shareholders of Public Companies provided by using the Electronic General Meeting of
Shareholders system of PT Kustodian Sentral Efek Indonesia (“KSEI”) on:
Day/Date : Thursday, June 27, 2024
Time : 14.00 Western Indonesian Time (WIB) – onward
Venue : Financial Hall, Graha CIMB Niaga Lantai 2, Jalan Jenderal
Sudirman Kav. 58, Jakarta
The Meeting will be held with the following agendas:
1. Approval of the Company’s Annual Report and Ratification of the Company's Consolidated Financial
Statements, Approval of the Supervision Duty Report of the Board of Commissioners and Ratification
of the Financial Report of the Micro and Small Business Funding Program (PUMK) for the 2023 Fiscal
Year, as well as the Granting of Full Discharge and Release of Liability (volledig acquit et de charge)
to the Board of Directors for the Management and Supervision that has been carried out during the
2023 Financial Year.
Explanation:
The basis for the Meeting agenda is the provisions of Article 18 paragraphs (8) and (9) and Article
21 paragraph (2) letter a and paragraph (3) of the Company's Articles of Association and Article 69
of Law Number 40 of 2007 concerning Limited Liability Companies as amended by Law Number 6
of 2023 concerning Stipulation of Government Regulation in Lieu of Law Number 2 of 2022
concerning Job Creation as Law (“UUPT”) as well as the provisions of Article 33 paragraph (3) of
the Regulation of the Minister of State-Owned Enterprises (“BUMN”) Number PER-1/MBU/03/2023
Concerning Special Assignments and Social and Environmental Responsibility Programs for State-
Owned Enterprises .
2. Determination of Salary for Board of Directors and Honorarium for Board of Commissioners
including other Facilities and Benefits for the year of 2024.
Explanation:
The basis for the Meeting agenda is the provisions of Article 11 paragraph (19) and Article 14
paragraph (30) of the Company's Articles of Association, Article 96 and Article 113 of the Companies
Law as well as the provisions of Article 76 paragraph (1) of the Regulation of the Minister of State-
Owned Enterprises Number PER-3/MBU/03/2023 Concerning Organs and Human Resources of
State-Owned Enterprises .
3. Appointment of a Public Accounting Firm (Kantor Akuntan Publik/KAP) to Audit the Company's
Consolidated Financial Statements and the Financial Statements for the Implementation of the
Company's Micro and Small Business Funding Program for the 2024 Financial Year.
Explanation:
The basis for the Meeting agenda is the provisions of Article 21 paragraph (2) letter c of the
Company's Articles of Association and Article 13 paragraph (1) of the OJK Regulation Number
13/POJK.03/2017 concerning the Use of Public Accountants and Public Accounting Firms in Financial
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Services Activities as well as the provisions of Article 32 paragraph (1) of Minister of State-Owned
Enterprises Regulation Number PER-02/MBU/03/2023 concerning Guidelines for the Governance
and Significant Corporate Activities of State-Owned Enterprises.
4. Approval of the Extension of the Delegation of Authority to the Board of Commissioners to State
the Certainty on the Amount of Capital and Number of New Shares Resulting from the Conversion
of Mandatory Convertible Bonds ("MCB") and to Take All Necessary Actions Including Determining
the Time, Method and Amount of Additional Capital of the MCB Issuer in the Context of Converting
the MCB into Convertible Shares.
Explanation:
The basis for the Meeting agenda is the provisions of Article 41 of the Companies Law jo. Article
11 letter m of Deed of MCB Issuance Agreement No. 173 dated December 28, 2020, drawn up
before Jose Dima Satria, S.H., M.Kn., Notary in Jakarta, as amended by Third Amendment to the
Deed of Mandatory Convertible Bond Issuance Agreement dated December 28, 2020, Number
PERJ-148A/SMI/1022 dated November 01, 2022 ("Deed of MCB Issuance"). The Company, as the
MCB Issuer, is required to hold an annual general meeting of shareholders in which one of the
agenda items is the extension of the delegation of authority to the Board of Commissioners to
declare the fixed amount of capital and the number of new shares resulting from the conversion of
MCB and to take all necessary actions including determining the time, method and amount of
additional capital of the MCB Issuer as a result of the conversion of MCB into Converted Shares.
5. Approval of the Company’s Restructuring Proposal.
Explanation:
The basis for the Meeting agenda is the provisions of Article 122 and Article 123 of the Regulation
of the Minister of State-Owned Enterprises Number PER-2/MBU/03/2023 Concerning Guidelines for
Governance and Activities of Significant Corporations of State-Owned Enterprises.
6. Approval on the changes in the composition of the Board of Commissioners and the Board of
Directors of the Company.
Explanation:
The basis for the Meeting agenda is the provisions of Article 11 paragraph (23) letter c of the
Company’s Articles of Association, and Article 3 paragraph (3) POJK Number 33/POJK.04/2014
concerning Board of Directors and Board of Commissioner of Issuer or Public Company.
Notes:
1. This Invitation constitutes an official invitation for the Shareholders. Therefore, the Company will
not send separate letters to the Shareholders.
2. Shareholders who are entitled to attend or be represented at the Meeting are Shareholders whose
names are recorded in the Company's Shareholders Register or according to the securities account
balance at KSEI on June 4, 2024, at the close of share trading on the Indonesia Stock Exchange
(IDX).
3. Shareholders who wish to attend the Meeting can attend the Meeting electronically using the KSEI
system using the eASY.KSEI application. To use the eASY.KSEI application, Shareholders can access
the eASY.KSEI menu, eASY.KSEI Login submenu located in AKSes facility
(https://akses.ksei.co.id/).
4. Shareholders who can attend in person electronically as mentioned in point 3 are local individual
shareholders whose shares are kept in the KSEI collective custody.
5. Prior to determining participation in the Meeting, Shareholders are required to read the provisions
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conveyed through this Invitation as well as other provisions related to the implementation of the
Meeting based on the authority determined by the Company. Other provisions can be seen through
the attachment on the 'Meeting Info' feature on the eASY.KSEI application.
6. Shareholders who will physically attend the Meeting or Shareholders who will exercise their voting
rights through the eASY.KSEI application, may inform their attendance or appoint their proxies,
and/or submit their vote in the eASY.KSEI application.
7. The deadline for submitting a declaration of attendance or power of attorney and vote in the
eASY.KSEI application is by 12.00 Western Indonesian Time 1 (one) business day prior to the date
of the Meeting.
8. Shareholders who will attend or provide power of attorney electronically to the Meeting through
the eASY.KSEI application must pay attention to the following matters:
a. Mechanism of Shareholders Attendance via e-GMS:
i. Shareholders who will attend the Meeting using the e-GMS and e-Voting modules in
the eASY.KSEI application, must register at the latest one day prior to the Meeting
through www.akses.ksei.co.id.
ii. Shareholders and Proxy receive e-mail notification 1 (one) day prior to the Meeting
via webinar.
iii. Shareholders and Proxy are required to have an account in AKSes to be able to
access the Meeting link.
iv. The webinar link can be reached through AKSes Web and AKSes Mobile.
v. On the date of the Meeting, Shareholders who will participate in the Meeting using
the e-GMS and e-Voting modules must conduct self-registration electronically at
eASY.KSEI via www. akses.ksei.co.id.
b. Registration Process:
i. Local individual shareholders who have not provided a declaration of attendance or
power of attorney in the eASY.KSEI application by the time limit in point 7 and wish
to attend the Meeting electronically are required to register attendance in the
eASY.KSEI application on the date of the Meeting until the electronic registration
period for the Meeting is closed by the Company.
ii. Local individual shareholders who have provided a declaration of attendance but
have not cast a minimum vote for 1 (one) Meeting agenda in the eASY.KSEI
application until the time limit in point 7 and wish to attend the Meeting electronically
are required to register attendance in the eASY application. KSEI on the date of the
Meeting until the electronic registration period of the Meeting is closed by the
Company.
iii. Shareholders who have given power of attorney to the proxies provided by the
Company (Independent Representative) or Individual Representative but the
shareholders have not cast a minimum vote for 1 (one) Meeting agenda in the
eASY.KSEI application until the time limit in point 7, then, proxies representing the
shareholders is required to register attendance in the eASY.KSEI application on the
date of the Meeting until the electronic registration period of the Meeting is closed
by the Company.
iv. Shareholders who have given power of attorney to the participant/Intermediary
proxy (Custodian Bank or Securities Company) and have cast their vote in the
eASY.KSEI application until the time limit in point 7, then the representative of the
proxy who is registered in the eASY.KSEI application is required to register
attendance in the eASY.KSEI application on the date of the Meeting until the
electronic registration period of the Meeting is closed by the Company.
v. Shareholders who have given a declaration of attendance or given power of attorney
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to the proxy provided by the Company (Independent Representative) or Individual
Representative and have cast a minimum vote for 1 (one) or all Meeting agenda in
the eASY.KSEI application no later than the time limit in point 7, the shareholders
or proxies do not need to register attendance electronically in the eASY.KSEI
application on the date of the Meeting. Share ownership will be automatically
calculated as the attendance quorum and the votes that have been cast will be
automatically taken into account in the Meeting vote.
vi. Any delay or failure in the electronic registration process as referred to in numbers
i – iv for any reason will result in the shareholders or their proxies being unable to
attend the Meeting electronically, and their share ownership will not be counted as
the attendance quorum at the Meeting.
9. In the event that the Shareholders will physically attend the Meeting, the Shareholders may
download the Power of Attorney form on the Company's website or obtain such form at the BAE
PT BSR Indonesia office, Sindo Building, 3rd Floor, J.I. Wahid Hasyim No. 38, Central Jakarta, phone
+62 21 80864722. The completed Power of Attorney is sent to the BAE PT BSR Indonesia via email
at adm.efek@bsrindonesia.com no later than June 26, 2024, and the original documents must be
brought to the Meeting.
10. Shareholders or their proxies who will physically attend the Meeting are requested to submit a
photocopy of their Identity Card or other identifications before entering the Meeting room.
Shareholders in the form of Legal Entities are required to bring a photocopy of the latest Articles of
Association and the composition of the company's management. Shareholders in KSEI's collective
custody are required to submit a Written Confirmation for the Meeting, which can be obtained at
the BAE office or custodian bank. where Shareholders open their securities accounts. Registration
of Shareholders or their Proxies at the Meeting venue is closed 30 minutes before the Meeting starts
or at 13.30 Western Indonesian Time.
11. Materials on the Meeting Agenda are not provided physically and can be accessed and downloaded
on the Company's website and/or e-GMS (eASY.KSEI) since the date of the Meeting Invitation until
the Meeting is held in accordance with Article 18 paragraphs (1) and (2) of OJK Regulation Number
15/POJK.04/2020 concerning the Planning and Organizing of the General Meeting of Shareholders
by Publicly-Traded Companies.
12. Shareholders or their proxies who will physically attend the Meeting are required to be present at
the Meeting venue at least 30 (thirty) minutes before the Meeting starts.
Jakarta, June 5, 2024
PT Krakatau Steel (Persero) Tbk
Board of Directors
Names mentioned 9 people and organisations named in the text · linked when the evidence is strong
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Financial Services Authority
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PT Kustodian Sentral Efek Indonesia
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Minister of State-Owned Enterprises
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Minister of State-Owned Enterprises Number PER-
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Minister of State-Owned Enterprises Regulation Number PER-
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Jose Dima Satria
· Notaris
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Indonesia Stock Exchange
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PT BSR Indonesia
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