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                                  GUIDELINES AND RULES OF ORDER
                              GENERAL MEETING OF SHAREHOLDERS OF
                           (hereinafter referred to as “GMS Rules of Order”)
                                            PT BERLINA Tbk


I. GENERAL PROVISIONS
   This Meeting is the Annual General Meeting (hereinafter “AGM”) of Shareholders of PT Berlina Tbk. (the
   “Company”) year 2024 and will be conducted as follow:

     Day, Date       : Wednesday, June 26th 2024
     Time            : 10:00 am Western Indonesia Time
     Venue           : PT Berlina Tbk Office, Jl.Jababeka Raya Blok E12-17 Kawasan Industri Jababeka
                       Cikarang, Desa Wangunharja, Kecamatan Cikarang Utara, Kabupaten Bekasi, Jawa
                       Barat 17530
     Mechanism       : e-GMS with eASY.KSEI application

   (Hereinafter referred to as the "Meeting")

II. REFERENCES AND LEGAL BASIS
    GMS Rules of Order is prepared by referring to the prevailing laws and regulations, among others in
    accordance with:
     1. Regulation of Financial Service Authority (“FSA”) No. 15/POJK.04/2020 concerning Planning and
        Implementation of General Meeting of Shareholders of Issuers (hereinafter “POJK 15/2020”);
     2. Regulation of FSA No. 16/POJK.04/2020 concerning the Implementation of Electronic General Meeting
        of Shareholders of Public Companies (hereinafter “POJK 16/2020”);
     3. Indonesia Central Securities Depository Letter No. KSEI-4012/DIR/0521 dated 31 May 2021 regarding
        Implementation of e-Proxy Module and e-Voting Module in eASY.KSEI Application and the General
        Meeting of Shareholders Broadcasting Feature.

III. RULES OF MEETING ATTENDANCE
    The Meeting participants who are entitled to attend and vote in this Meeting are the Shareholders of the
    Company whose names are recorded at the close of Stock Exchange trading hours on June 3rd 2024 in
    the Shareholders Record and in the Register of Account Holders in KSEI's Collective Custody, or their legal
    proxies.

   The meeting will be held hybrid, namely electronically and limited physical attendance. The Company urges
   the Shareholders to attend the Meeting through the eASY.KSEI application owned by Indonesia Central
   Securities Depository “KSEI” (hereinafter referred to as “eASY.KSEI application”) or to give Proxy to an
   Independent Representative appointed by the Company. However, the Company does not dissuade
   Shareholders or their proxies who are willing to attend physically at the Meeting. Meeting’s staff and
   professional support will present on a limited basis to support the implementation of the Meeting.

3.1 Rules for Electronically Attendance
3.1.1 Using the eASY.KSEI application to attend and to vote in person at the Meeting electronically or to provide
      e-Proxy to an Independent Representative appointed by the Company (hereinafter referred to as
      “Independent Representative”) or another party appointed by the Shareholders (hereinafter referred
      to as “Individual Representative”) or to Securities Companies/Custodian Banks (hereinafter
      "Intermediary Representative").
         a. Shareholders who can access the eASY.KSEI application are all shareholders, both individual or
            institution, local or foreigners, whose shares are kept in the collective custody of KSEI.
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          b. The deadline to declare attendance or giving proxy in the eASY.KSEI application is 12.00 p.m.
             Western Indonesia Time on June 25th 2024 which is 1 (one) working days before the date of
             the Meeting.
          c. If it exceeds the time limit in point (3.1.1.b), the Shareholders must present and register on the
             D-day of the GMS and cannot give proxy anymore.
3.1.2 If the Shareholders are willing to give proxy to Independent Representative but do not have access to
      eASY.KSEI application, they can filling out the Proxy Form available at the Company's website and submit
      it to the Company through the Securities Administration Bureau (“BAE”) namely PT ADIMITRA JASA
      KORPORA, Kirana Boutique Office, Jl. Kirana Avenue III Blok F3 No. 5, Kelapa Gading – North Jakarta
      14250, Tel. (021) 2974 5222, Fax: (021) 2928 9961, since the date of the Invitation until Monday,
      June 24th 2024, which is 2 (two) working days before the date of the Meeting. The Proxy form received
      by the Company after that time will be deemed unqualified to be used by the Proxy Holder to attend the
      Meeting.

       Points to be considered by Shareholders who will attend electronically or provide e-Proxy:
       i. Shareholders who have not declared the attendance or e-Proxy in the eASY.KSEI application by the
            deadline specified in point (3.1.1.b) 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 Meeting
            registration period is closed by the Company.
       ii. Shareholders who have declared the attendance but have not voted for at least 1 (one) Meeting
            agenda in the eASY.KSEI application until the deadline in point (3.1.1.b) 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 Meeting registration period is closed by the Company.
       iii. Shareholders who have given e-Proxy in the eASY.KSEI application to Independent Representative
            or to Individual Representative, but the Shareholders have not voted at least 1 (one) Meeting agenda
            in the eASY.KSEI application until the deadline on point (3.1.1.b), the Proxy representing the
            Shareholders are required to register their attendance in the eASY.KSEI application on the date of
            the Meeting until the Meeting registration period is closed by the Company.
       iv. Shareholders who have given proxy to the participant proxy which is Custodian Bank or Securities
            Company (hereinafter referred to as “Intermediate Representative”) and both have voted or not
            yet voted in the eASY.KSEI application up to the deadline in point (3.1.1.b), the Intermediate
            Representative who has been registered in the eASY.KSEI application is required to perform
            attendance registration in the eASY.KSEI application on the date of the Meeting until the registration
            period of the Meeting is closed by the Company.
       v. Shareholders who have declared the attendance or given e-Proxy to the Independent Representative
            or to Individual Representative and have voted for at least 1 (one) or all Meeting agenda in the
            eASY.KSEI application no later than the deadline in point (3.1.1.b), the Shareholders or the Proxy do
            not require to register the attendance electronically in the eASY.KSEI application on the date of the
            Meeting. Share ownership will be automatically calculated as a quorum of attendance and the votes
            that have been cast will be automatically taken into account in the voting of the Meeting.
       vi. Any delay or failure in the electronic registration process as referred to in points (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 a quorum for attendance at the
            Meeting.

3.2 Rules for Limited Physical Attendance
3.2.1 Shareholder or the proxy who will attend physically are required to do registration by filling out the form
      in this link https://bit.ly/RUPST2024BRNA which has to be received by the Company no later than
      June 24th 2024. Participants are allowed to attend if they have received attendance confirmation from
      the Company which will be emailed thru brna.corsec@berlina.co.id at the latest by June 25th 2024.
3.2.2 Before entering the Meeting room, the Individual Shareholders or their proxies who are physically present
      at the Meeting are required to do registration and show their original identity card, or for the Institutional
      Shareholder to show the copy of Article of Association and the latest change as well as the Notary Deed
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      of the latest Board of Directors/Commissioners member including the letter of Minister of Law and Human
      Rights of the Republic of Indonesia.

IV. LANGUAGE
   The meeting will be held in Indonesian. Shareholders and/or their proxies who do not speak Indonesian can
   ask questions or express their opinions in English. Responses from the Meeting Chairman or members of
   the Board of Directors shall be submitted in Indonesian and subsequently translated into English (if
   necessary).

V. CHAIRMAN OF THE MEETING
    1. In accordance with Article 12 Paragraph 32 of the Company's Articles of Association, one of the
       members of the Board of Commissioners appointed by the Board of Commissioners to lead the
       Meeting and act as the Meeting Chairman (“Chairman”).
    2. During the Meeting, the Chairman has the right to:
        Make the decision of Meeting procedures that have not been regulated or have not been sufficiently
         regulated in these Rules;
        Take necessary actions which is not included in GMS Rules of Order as long as it is deemed
         important and/or urgent.

VI. ATTENDANCE QUORUM
   1. Meeting attendance quorum is as follows :
      a. Based on Article 14 Paragraph 2 number (1) letter a of the Company's Articles of Association, this
           Meeting can be held if attended by the Shareholders or their proxies who represent more than 1/2
           (half) of the total number of shares that have been issued by the Company with valid vote rights.
      b. Based on Article 14 Paragraph 2 number (3) letter a of the Company's Articles of Association, this
           Meeting can be held if attended by the Shareholders or their proxies who represent more than 3/4
           (three quarter) of the total number of shares that have been issued by the Company with valid vote
           rights.
   2. The number of Shareholders or the proxy who attend the meeting will only be calculated 1 (one) time
      by the Notary before the Meeting is officially opened by the Chairman.
   3. If the Shareholders or their proxies cast their vote through e-Voting prior to the Meeting in accordance
      with the applicable laws, thus the Shareholders or their proxies will be considered as present in the
      Meeting.
   4. Shareholders and/or their proxies can only register 1 (one) time through eASY.KSEI system.

VII.  RULES FOR DELIVERING QUESTIONS AND/OR OPINIONS
   1. Shareholder will be given the opportunity to ask questions and/or share opinions for each Agenda, on
      matters related to the Agenda and to be delivered briefly and straight to the point.
   2. Those who entitled to ask questions/share opinion at the Meeting are the Shareholders or their
      authorized proxies and already present prior to the registration is closed by the BAE, even though the
      Meeting has not been opened.
   3. Shareholders or their Proxies joining via eASY.KSEI application can also participate and ask questions
      and/or opinions via chat room in the “Electronic Opinions” column in e-Meeting Hall screen. Asking
      question and/or sharing opinion can only be done if status in the “General Meeting Flow Text” is
      “Discussion started for agenda item no. [ ]” and related to Agenda in discussion.
   4. Shareholders or their proxies who physically attend are welcome to raise their hands and state the
      names of the shareholders and their proxies (if any), the represented Institution, number of share
      ownership, and the questions/opinions.
   5. The Company will only provide answer/response to the question and/or opinion that submitted directly
      in the Meeting room and/or through the chat ‘Electronic Opinions’ column in the e-Meeting Hall in the
      eASY.KSEI application.
   6. The Company will provide 2 (two) minutes to ask questions and/or opinions on each Meeting Agenda.
      Company will limit to 3 (three) questions/opinions. After all questions and/or opinions conveyed and
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      exceeds the number, the Chairman has the right to choose and response to maximum 3 (three)
      questions and/or opinions per Agenda.
   7. The Chairman will read the questions and/or opinions in sequence and the Chairman will answer and/or
      respond to the questions and/or opinions verbally (not written in the chat facility).

VIII. VOTING RIGHTS
   1. Each share entitles its holder to cast 1 (one) vote. If a shareholder owns more than one share, he is
      required to vote only once and the vote represents the total number of shares he owns.
   2. For Shareholders or their Proxies who register in the eASY.KSEI application or come physically after the
      registration is closed by BAE, even though the Meeting has not been started, the Shareholders or their
      Proxies are not entitled to ask questions and cannot cast their votes.

IX. MEETING DECISION
    1. Resolutions of the Meeting are made by deliberation to reach consensus, if deliberation to reach
       consensus is not reached, then voting will be held.
    2. Meeting resolution quorum is as follow :
       c. Based on Article 14 Paragraph 2 number (1) letter c of the Company's Articles of Association, this
           Meeting can have valid decisions if Shareholders or their Proxies who approved are representing
           more than 1/2 (half) of total shares with voting rights present at the Meeting.
       d. Based on Article 14 Paragraph 2 number (3) letter b of the Company's Articles of Association, this
           Meeting can have valid decisions if Shareholders or their Proxies who approved are representing
           more than 1/2 (half) of total shares with voting rights present at the Meeting.
    3. Based on Article 47 of POJK 15/2020, “Abstain” votes are deemed to have cast the same vote as the
       majority of shareholders who cast votes.
    4. Based on Article 13 paragraph 13 of the Company's Articles of Association and Article 11 paragraph 6
       of POJK 16/2020, Shareholders with valid voting rights who attend electronically but do not exercise
       their voting rights or "Abstain", are considered valid to attend the Meeting and counted as the majority
       vote of shareholders.
    5. The voting duration is a maximum of 1 (one) minutes per Agenda.
    6. At the end of voting session, the Notary shall read the result of the voting to the meeting participants.

Electronic Voting (e-Voting)
    1. Shareholders who are present or are represented by their proxies but have not yet cast their vote on
        the agenda of the Meeting as referred to point 3.1 number (i)-(iii) or mark “Do not send” in the
        application, then the Shareholders or their proxies have the opportunity to submit their vote during the
        voting period through the e-Meeting Hall screen in the Voting Field column. Voting time for each agenda
        is 1 (one) minute. During the electronic voting process, the status of "Voting for agenda item no [ ]
        has started" will be seen in the "General Meeting Flow Text" column.
    2. If the Shareholders or their proxies do not vote for a particular meeting agenda until the status of the
        Meeting as shown in the "General Meeting Flow Text" column changes to "Voting for agenda item
        no [ ] has ended", it will be considered as voting Abstain for the agenda of the meeting concerned.
    3. For Shareholders who have submitted their voting preferences in the Vote Preference Declaration (e-
        Voting), their voting rights will be calculated automatically by the application.


Physical Voting
   1.    The counting of votes from shareholders who physically present at the Meeting, the voting will be
         carried out by raising their hands with the following mechanism:
           (i) Those who “Disagree” and “Abstain” will be asked to raise their hand and submit a ballot;
          (ii) Those who do not raise their hands are deemed to have agreed to the proposal.
   2.    For the proxies who are authorized by the Shareholders to cast a “Disagree” or “Abstain” vote, but
         when the decision is made by the Chairman does not raise their hand to cast a “Disagree” or “Abstain”
         vote, then they are deemed to have approved the proposal.
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X. LIVE MEETING OF GMS
   1.   Shareholders or the proxies who have been registered in the eASY.KSEI no later than the deadline
        mentioned above in point 3.1.1.b can watch the Meeting live via Zoom in webinar format by accessing
        the eASY.KSEI menu, sub menu “Tayangan RUPS” in the AKSes facility (https://akses.ksei.co.id/).
   2.   Shareholders or their proxies who only observe the Meeting through the GMS Live Meeting but were
        not registered to present electronically on the eASY.KSEI application in accordance with the provisions
        in point 3.1 numbers (i)–(v), then the presence of the Shareholders or their proxies is considered
        invalid and will not be included in the calculation of the quorum of meeting attendance.
   3.   Shareholders or the proxies who watch GMS live meeting are advised to use the Mozilla Firefox
        browser.

If there are changes and/or additions to information related to the procedures for conducting the Meeting in
connection with latest conditions and the developments that have not been delivered, the Company will
announce it in the eASY.KSEI application and the Company's website.


                                      Bekasi, June 4th 2024
                                         PT Berlina Tbk
                                       Board of Directors

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