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20240605_CSAP_Pemanggilan RUPS_31647010_lamp2.pdf
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INVITATION TO
ANNUAL GENERAL MEETING OF SHAREHOLDERS
AND
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT CATUR SENTOSA ADIPRANA Tbk (“COMPANY”)
The Board of Directors of the Company hereby invites the Shareholders of the Company to
attend the Annual General Meeting of Shareholders (“AGMS”) and the Extraordinary
General Meeting of Shareholders (“EGMS”) (AGMS and EGMS shall hereinafter referred to
as the “Meeting”) which will be held on:
Day/Date : Thursday, 27 June, 2024
Time : 14.00 Western Indonesian Time - finish
Venue : PT Catur Sentosa Adiprana Tbk – CSA ACADEMY
Jl. Daan Mogot Raya Km. 14, Jakarta Barat 11730
The agenda of the AGMS is as follows:
1. Approval and Ratification of the Annual Report for the 2023 financial year
including the Company's Activity Report, the Board of Commissioners Supervisory
Report and Audited Consolidated Financial Report of the Company and
Subsidiaries for the financial year ending December 31, 2023.
2. Determination of the use of the Company's Net Profit for the 2023 financial year.
3. Appointment of a Public Accountant and/or Public Accounting Firm to audit the
Company's Consolidated Financial Statements the 2024 financial year.
4. Determination of salaries, honorarium and other allowances for members of the
Company’s Board of Directors and Board of Commissioners for the 2024 financial
year.
5. Report on the Realization of Use of Proceed (“LRPD”) of the Limited Public
Offering II in order to Increase Capital with Pre-emptive Rights (PMHMETD) of the
Company in 2023.
The agenda of the EGMS is as follows:
Pledge of the Company's assets and/or properties with a value of more than 50%
of the Company's equity in connection with obtaining funding for the Company and
the Company’s subsidiaries.
The explanation of each Meeting Agenda is as follows:
1. The 1st to 4th agenda of AGMS is a routine meeting agenda and must be
submitted by the Board of Directors at the Meeting and in accordance with the
provisions of the Company's Articles of Association and Law no. 40 of 2007
concerning Limited Liability Companies (“UUPT”).
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2. The 5th agenda of AGMS is related to Proceed of the Limited Public Offering II in
order to Increase Capital with Pre-emptive Rights (PMHMETD) of the Company in
2023.
3. The agenda of EGMS is related to obtaining the Company’s and the Company’s
subsidiaries funding which requires collateral of the Company’s assets which must
obtain the approval of the Meeting. This agenda item is based on banking
requirements regarding funding in the form of working capital credit and/or
investment, both existing and new additions (if any), the Company is obliged to
obtain shareholders’ approval for the pledge of the Company's assets and/or
properties with a value of more than 50% of the Company's equity. In this case,
banking and the company are not affiliated.
General provisions:
1. This meeting invitation is an official invitation in accordance with the provisions of
Article 52 paragraph 1 of POJK 15/2020 juncto Article 21 paragraph 11 a (i) of the
Company's Articles of Association, hence, separate invitations to the Company's
Shareholders are no longer required.
2. Shareholders of the Company who are entitled to attend or be represented in the
GMS are the Shareholders whose names are recorded in the Shareholder Register
on Tuesday, June 4, 2024, at 16:00 WIB.
3. The Meeting will be conducted electronically using the eASY.KSEI application
provided by PT Kustodian Sentral Efek Indonesia ("KSEI"), in accordance with the
Financial Services Authority Regulation No. 16/POJK.04/2020 regarding the
Implementation of Electronic General Meetings of Shareholders of Public Companies
("POJK 16/2020") juncto Article 24 of the Company's Articles of Association.
4. In relation to the organization of the Meeting through the eASY.KSEI application as
mentioned above, Shareholders' participation in the Meeting can be carried out
through the following mechanisms:
a. Participating electronically in the Meeting or granting electronic proxy through
the eASY.KSEI application;
b. Physically attending the Meeting; or
c. Granting proxy using the written proxy form as referred to in number 10 letter (b)
of these General Provisions.
5. Shareholders who participate electronically or provide electronic proxies (e-Proxy)
through the eASY.KSEI application as referred to in number 4 letter a of these
General Provisions must observe the following:
a. Shareholders of the Company eligible to use the eASY.KSEI application are
shareholders whose shares are held in collective custody by KSEI;
b. Shareholders of the Company must first be registered in the KSEI Securities
Ownership Reference Facility ("AKSes KSEI"). For Shareholders who are not
yet registered, please first register through the website (https://akses.ksei.co.id/);
c. To use the eASY.KSEI application, Shareholders can access the eASY.KSEI
menu, submenu Login eASY.KSEI located in the AKSes KSEI facility
(https://akses.ksei.co.id/).
6. Shareholders of the Company or their proxies who will attend electronically through
the eASY.KSEI application as referred to in number 4 letter a of these General
Provisions, please pay attention to the following:
a. Shareholders of the Company can declare their attendance electronically until
June 26, 2024, at 12:00 WIB ("Attendance Declaration Deadline"), and cast
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their votes through eASY.KSEI from the date of this invitation until the
Attendance Declaration Deadline.
b. For:
i. Shareholders of the Company who have not declared their attendance
electronically by the deadline as referred to in number 6 letter a of these
General Provisions;
ii. Shareholders of the Company who have declared their attendance
electronically but have not cast their votes until the Attendance Declaration
Deadline;
iii. Representatives of Shareholders and independent parties appointed by the
Company (PT Datindo Entrycom as the Company's Securities Administration
Bureau ("BAE")) who have received proxies from Shareholders, but the
relevant Shareholders have not determined their voting preferences until the
Attendance Declaration Deadline;
iv. Participants of KSEI/Intermediaries (Custodian Banks or Securities
Companies) who have received proxies from Shareholders of the Company
who have determined their voting preferences in the eASY.KSEI application;
are required to register through the eASY.KSEI application on the Meeting date
from 13.00 WIB to 14.00 WIB.
c. Delay or failure in the electronic registration process for any reason will result in
Shareholders or their proxies being unable to attend the Meeting electronically
and their share ownership will not be counted in the quorum of attendance.
7. For Shareholders of the Company in the form of certificates/scripts, you can provide
proxies using the available written proxy form format provided on the Company's
website (www.csahome.com).
8. For Shareholders of the Company or their proxies who intend to attend the Meeting
physically as referred to in number 4 letter b of these General Provisions, the
Shareholders of the Company or their proxies must submit to the registration officer
the original Written Confirmation for the Meeting (hereinafter referred to as "KTUR")
and the original Identity Card (hereinafter referred to as "KTP") or other identification
before entering the Meeting room. For proxies of Shareholders of the Company in the
form of legal entities, in addition to submitting the original KTUR and a photocopy of
the KTP or other identification, they must also submit a photocopy of the latest
Articles of Association and the latest appointment deed of the Board of Directors of
the legal entity they represent.
9. In the event that a Shareholder or their proxy has declared or registered their
attendance electronically, but subsequently attends the Meeting physically, the
Company will cancel the Shareholder's or proxy's electronic attendance as registered
in the eASY.KSEI application.
10. Shareholders of the Company may be represented by their proxies in the following
ways:
a. By providing electronic proxy (e-Proxy) through the eASY.KSEI application as
referred to in number 4 letter a of these General Provisions, with the condition
that Shareholders must submit proxies and/or its votes, make changes to the
appointment of proxy recipients and/or voting choices for Meeting agenda items,
or revoke proxies electronically through the eASY.KSEI application from the date
of this invitation until the Attendance Declaration Deadline;
b. By using the available written proxy form format provided on the Company's
website (www.csahome.com), with the following conditions:
i. Shareholders of the Company are not allowed to grant proxies to more than
one proxy for a portion of their shareholding with different votes;
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ii. In case the proxy form referred to in number 10 letter b of these General
Provisions is signed outside the territory of the Republic of Indonesia, the
proxy form must be apostilled by authorized institution;
iii. The proxy form format can be downloaded from the Company's website and
when completed, it must be submitted to the Company's Securities
Administration Bureau (BAE) at the following address:
PT Datindo Entrycom
Jl. Hayam Wuruk No. 28 Jakarta 10120,
Telepon (021) 3508077
Faksimili (021) 3508078
on any business day from the date of the Meeting invitation until the latest by
Monday, June 24, 2024, at 16:00 WIB.
c. If members of the Board of Directors, Board of Commissioners, and employees
of the Company act as proxies in the Meeting, the votes they cast will not be
counted in the voting process.
11. The materials related to the Meeting are available and accessible through the
Company's website (www.csahome.com) from the date of this Meeting invitation
until the day of the Meeting.
12. Shareholders of the Company or their proxies can observe the ongoing Meeting via
Zoom webinar by accessing the eASY.KSEI menu, "GMS Broadcast" submenu,
available in the AKSes KSEI facility (https://akses.ksei.co.id/) or through the "GMS
Broadcast" menu on the mobile AKSes KSEI application, with the following
conditions:
a. Shareholders of the Company or their proxies must be registered in the
eASY.KSEI application no later than June 26, 2024, at 12:00 WIB.
b. The GMS broadcast has a capacity of up to 500 participants, where the
attendance of each participant will be determined on a first-come-first-served
basis. Shareholders of the Company or their proxies who do not have the
opportunity to observe the Meeting via GMS Impressions will still be considered
validly present electronically, and their share ownership and voting preferences
will be counted in the Meeting, as long as they have registered in the
eASY.KSEI application.
c. Shareholders of the Company or their proxies who only observe the Meeting via
GMS broadcast but are not registered as present electronically in the
eASY.KSEI application will be considered invalidly present and will not be
included in the calculation of the Meeting's quorum.
13. To have the best experience using the eASY.KSEI application and/or GMS
broadcast, shareholders or their proxies are advised to use the Mozilla Firefox web
browser.
14. If there are any technical operational changes to the eASY.KSEI application or
changes to regulations, guidelines, and/or explanations from KSEI related to the
conduct of electronic Meetings through the eASY.KSEI application after the date of
this invitation, then such changes will apply to the conduct of the Meeting, and all
provisions in these General Provisions related to the conduct of electronic Meetings
through the eASY.KSEI application are considered adjusted accordingly to those
changes.
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Notes:
Shareholders or their proxies can attend the Meeting electronically or physically.
Shareholders or their proxies who physically attend the Meeting are required to adhere to
the protocols at the Meeting venue established by the Company, including the following:
1) Shareholders of the Company or their proxies are respectfully requested to be at the
Meeting venue by 14.00 WIB so that the Meeting can start on time. Registration will be
closed at 14.00 WIB. Shareholders or proxies of Shareholders who arrive after
registration is closed will be considered absent, therefore unable to propose motions
and/or questions, and will not be able to vote in the Meeting.
2) The Company does not provide souvenirs, food, and drinks.
3) If there are any changes and/or additions to the information regarding the Meeting
procedures, it will be announced on the Company's website (www.csahome.com).
4) In case of an emergency situation that prevents the Company from holding the Meeting
physically, the Company will conduct the Meeting electronically without Shareholder
attendance, with prior notification provided to the Shareholders of the Company.
Jakarta, June 5, 2024
PT CATUR SENTOSA ADIPRANA Tbk
Board of Directors
Names mentioned 4 people and organisations named in the text · linked when the evidence is strong
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PT Kustodian Sentral Efek Indonesia
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Financial Services Authority
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PT Datindo Entrycom
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