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20240605_CSAP_Pemanggilan RUPS_31647010_lamp10.pdf

RUPS notice Text extracted CSAP

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                                     MEETING RULES
                       ANNUAL GENERAL MEETING OF SHAREHOLDERS
                                            AND
                    EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
                                             OF
                        PT CATUR SENTOSA ADIPRANA Tbk (“Company”)
                                   Thursday, June 27, 2024



I.     General requirements
       1. The Annual General Meeting of Shareholders ("AGMS") and the Extraordinary General Meeting
          of Shareholders ("EGMS") (AGMS and EGMS hereinafter referred to as the "Meeting") will be
          held in Indonesian language.
       2. Shareholders or shareholders’ proxies who wish to attend the Meeting physically but arrive after
          registration for the Meeting has closed, cannot attend the Meeting and their votes will not be
          counted and/or cannot ask questions or opinions at the Meeting.

II.    Meeting Attendance Quorum
       For the AGMS, the following provisions shall apply:
       -Article 86 paragraph 1 of Law Number 40 of 2007 ("the Company Law ");
       -Article 41 paragraph 1 letter a Financial Services Authority Regulation Number 15/POJK.04/2020
       concerning Planning and Implementation of the General Meeting of Shareholders of Public
       Companies (" POJK 15/2020 ");
       - Article 23 paragraph 1 letter a of the Company's Articles of Association;
       namely, the Meeting is valid and can be held and adopt binding resolutions if the Company's
       shareholders representing more than 1/2 (one half) of the total number of shares issued by the
       Company with valid voting rights are present and/or represented in the Meeting .

       For EGMS, the following provisions shall apply:
       -Article 89 paragraph 1 of the Company Law;
       -Article 43 letter a of POJK 15/2020;
       -Article Article 23 paragraph 1 letter c (i) Company's Articles of Association;
       namely, the Meeting is valid and can be held and take binding decisions if the Company's
       shareholders representing at least 3/4 (three quarters) of the total number of shares issued by the
       Company with valid voting rights are present and/or represented in the meeting. Meeting.


III.   Process for Submitting Questions and/or Opinions:
       1. Shareholders or their proxies who are physically present can ask questions and/or opinions with
           the following conditions:
            a) submitted in writing by filling in a form distributed to shareholders or their proxies before
                entering the Meeting room, filling in the name of the shareholder, number of shares
                owned/represented, email address, as well as questions and/or opinions submitted; and
            b) submitted when the Chairman of the Meeting gives the shareholders or their proxies an
                opportunity before voting on the matter concerned, by raising their hands and submitting the
                form to the Meeting officer.




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      2.  Shareholders or their proxies who are electronically present can submit questions and/or opinions
          electronically with the following conditions:
           a) Questions and/or opinions are submitted in writing via the chat feature in the "Electronic
               Opinions" column available on the E-Meeting Hall screen in the eASY.KSEI application, as
               long as the 'General Meeting Flow Text' column still says "Discussion started for agenda
               item no. [ ] ”.
               The Company will deactivate the “raise hand ” and “allow to talk ” features in Zoom
               webinars at AKSes facilities.
           b) When asking questions, shareholders or their proxies are required to write down the name of
               the shareholder, the number of shares owned/represented, and the shareholder's email
               address .
      3. Only shareholders or their legal proxies who are physically or electronically present at the
          Meeting have the right to ask questions and/or opinions in writing regarding the Meeting agenda
          item being discussed.
      4. The Company has the right not to answer questions that do not include the name of the
          shareholder and the number of shares owned/represented.
      5. Questions and/or opinions submitted must be directly related to the Meeting agenda being
          discussed.
      6. To provide equal opportunities to all shareholders, each shareholder or their proxies who are
          physically or electronically present can submit a maximum of 2 (two) questions and/or opinions.
      7. The question and answer session is limited to a maximum of 10 minutes for each Meeting
          agenda item.
      8. If several questions are asked regarding the same material, these questions will be answered at
          once.
      9. The Company will, as far as possible, answer questions in the order in which they are submitted.
      10. To make the Meeting more effective and efficient, the Chairman of the Meeting has the right to
          determine whether to respond to questions directly (orally) or in writing.
      11. Questions that have not been responded to directly (orally) will be responded to in writing within 3
          (three) working days after the Meeting date. The Company will send responses to the email
          addresses stated by shareholders or their proxies in the inquiry form or in the chat feature in the "
          Electronic Opinions " column available on the E-Meeting Hall screen in the eASY.KSEI
          application. If the shareholder or their proxy does not include an email address , the Company's
          response will be sent by letter to the shareholder's address listed in the Company's Register of
          Shareholders.


IV.   Voting and Vote Counting Process:
      1. Vote counting will be carried out by referring to the provisions of the Company Law, POJK
          15/2020, Financial Services Authority Regulation Number 16/POJK.04/2020 concerning the
          Implementation of Electronic General Meetings of Shareholders of Public Companies and the
          Company's Articles of Association, which are as follows:
          a) Meeting resolutions are adopted based on deliberation to reach consensus;
          b) In the event that a resolution based on deliberation to reach consensus is not reached, the
               resolution is adopted by voting. Shareholders or their proxies have the right to cast AGREE
               vote, DISAPPROVE vote or ABSTAIN vote on each agenda item of the Company;
          c) Resollution on the proposal submitted in
               (i)    The AGMS is valid if it is approved by more than 1/2 (one half) of the total number of
                      votes present and/or represented at the Meeting;
               (ii)   An EGMS is valid if it is approved by more than 3/4 (three quarters) of the total
                      number of votes present and/or represented at the Meeting;
          d) In accordance with Article 47 POJK 15/2020, an ABSTAIN vote is considered to have cast
               the same vote as the vote of the majority of shareholders who voted.
      2. Voting for shareholders or their proxies who are physically present at the Meeting is carried out
          using the following procedures:

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          a)    The Chairman of the Meeting will ask shareholders or their proxies who DISAPPROVE or
                ABSTAIN with the proposed proposal to raise their hands and submit their ballot papers to
                the Meeting officer;
          b) For proxies of shareholders who have received proxies with voting options via the
                eASY.KSEI application, the votes that will be counted are the votes cast by the shareholders
                via the eASY.KSEI application, so that the relevant shareholders' proxies do not need to
                raise their hands and submit ballot papers to the Meeting officers;
          c) Shareholders or shareholders' proxies who do not raise their hands to submit a vote of
                DISAPPROVE or ABSTAIN to the proposed proposal, are deemed to have agreed to the
                proposed proposal without the Chairman of the Meeting needing to ask the shareholders or
                shareholders' proxies to raise their respective hands as a sign of an agreement;
          d) Shareholders or shareholders' proxies who have registered but leave the Meeting room and
                do not report this matter to the registration officer before the Meeting is finished, are deemed
                to be present and agree to the proposals submitted at the Meeting.
     3.   Voting for shareholders or their proxies who electronically attend via the eASY.KSEI application is
          carried out using the following procedures:
          a) The voting process takes place in the eASY.KSEI application in the E-Meeting Hall menu,
                Live Broadcasting sub menu;
          b) Shareholders who are present or have provided electronic power of attorney at the Meeting
                via the eASY.KSEI application, but have not yet determined their vote choice, will have the
                opportunity to convey their vote choice during the voting period opened by the Company via
                the E-Meeting Hall screen in eASY.KSEI application;
          c) During the electronic voting process, you will see the status "Voting for agenda item no [] has
                started” in the 'General Meeting Flow Text' column ;
          d) Direct electronic voting via the eASY.KSEI application is allocated for a maximum of 2 (two)
                minutes;
          e) Shareholders who have cast their votes before the Meeting begins and shareholders or their
                proxies who have registered via the eASY.KSEI application on the date of the Meeting will
                be considered valid to attend the Meeting even if they do not follow the Meeting until the end
                for whatever reason;
          f) If the shareholders or their proxies do not vote until the Meeting implementation status seen
                in the ' General Meeting Flow Text ' column changes to " Voting for agenda item no [] has
                ended ”, then the shareholder or their proxies will be deemed to have voted ABSTAIN for the
                relevant Meeting agenda item.
     4.   Furthermore, the votes cast by shareholders or their proxies, both physically and electronically,
          will be counted by the Company's Securities Administration Bureau and then verified by a Notary
          as an independent public official.
     5.   The Chairman of the Meeting will ask the Notary to inform the results of the vote count for each
          Meeting agenda item.

V.   Live Broadcast of Meetings
     1. Shareholders or their proxies who have registered on the eASY.KSEI application no later than
         June 26 2024 at 12.00 WIB can watch the ongoing Meeting via Zoom webinar ("GMS Viewing")
         by accessing the eASY.KSEI application.
     2. Shareholders or their proxies who do not have the opportunity to witness the implementation of
         the Meeting via the GMS Broadcast are still considered legally present electronically and their
         share ownership and vote choices are taken into account at the Meeting, as long as their
         attendance at the Meeting has been registered in the eASY.KSEI application.
     3. Shareholders who only watch the Meeting via the GMS Broadcast, but do not declare their
         presence on the eASY.KSEI application, will not be counted in the Meeting attendance quorum.
     4. To get the best experience in using the eASY.KSEI application and/or GMS broadcasts,
         shareholders or their proxies are advised to use the Mozilla Firefox browser .




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VI.   Miscellaneous
      During the Meeting, shareholders or their proxies who are physically present are requested to:
      a. deactivated or set to a silent position cell phones and/or other communication devices;
      b. not to hold discussions with fellow Meeting participants so as not to disrupt the proceedings of the
           Meeting;
      c. do not interrupt/interrupt other people's conversations.
      d. Shareholders and their proxies are expected to remain in the Meeting room after the AGMS is
           closed because it will immediately be followed by the EGMS.



                                          Jakarta, June 5, 2024
                                      PT Catur Sentosa Adiprana Tbk
                                            Board of Directors




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