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20240604_INPC_Pemanggilan RUPS_31646045_lamp3.pdf
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PT BANK ARTHA GRAHA INTERNASIONAL Tbk
(“Company”)
INVITATION
TO THE COMPANY’S SHAREHOLDERS
The Board of Directors hereby invites the Shareholders of the Company to attend
the Company’s Annual General Meeting of Shareholders and an Extraordinary
General Meeting of Shareholders (both of which are hereinafter referred to
“Meeting”), which will be held:
Date : Wednesday, June 26, 2024
Time : 10.00 Western Indonesia Time - onwards
Location : Discovery Sky, 9th Floor
Hotel Discovery Ancol
Jl. Lodan Timur No.7, Ancol Taman Impian
North Jakarta 14430
Agenda of the Annual General Meeting of Shareholders:
1. Approval of the Annual Report, including the ratification of the Financial
Statements and the Supervisory Dutties Report of Board of Commissioners
for the year 2023;
2. Determination on the appropriation of the Company's profit for the year 2023;
3. Appointment of Public Accountant Firm for the financial year 2024;
4. Determination on the remuneration and allowances for the Board of Directors
and determination on the honorarium and allowances to the Board of
Commissioners; and
5. Changes on the composition of the Company’s Management.
Explanation for the Annual General Meeting of Shareholders Agenda:
1. Meeting Agenda from number 1 to number 4, is a routine meeting agenda
that must be submitted annually to the General Meeting of Shareholders for
approval and ratification from the General Meeting of Shareholders, as
determined in the Company’s Articles of Association and the prevailing laws
and regulations; and
2. Meeting Agenda number 5, in relation to the Company’s Management
Structure, and in order to comply with the provisions of the Articles of
Association and Article 5, Article 7 and Article 26 of POJK 33/POJK.04/2014
concerning the Board of Directors and Board of Commissioners of Issuers or
Public Companies.
Agenda of the Extraordinary General Meeting of Shareholders:
1. Approval of Amendments to the Company's Articles of Association.
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Explanation for the Extraordinary General Meeting of Shareholders:
The agenda for the Extraordinary General Meeting of Shareholders is an
amendment to the Company's Articles of Association in order to adjust to the
Financial Services Authority Regulation (POJK) Number 17 of 2023 concerning
the Implementation of Governance for Commercial Banks.
Important Notes:
1. The Company will not send a separate invitation to the Shareholders, given
that this invitation constitutes an official invitation to the Company’s
Shareholders.
2. The Shareholders that are entitled to attend the Meeting are:
a. For the Company’s shares that have not been incorporated into the
Collective Custody is Shareholders whose names are recorded in the
Register of Shareholders of the Company on Monday, June 3, 2024 until
16:00 Western Indonesia Time; and
b. For the Company's shares that in the Collective Custody of PT Kustodian
Sentral Efek Indonesia (“KSEI”) is the legitimate account holders whose
names are registered as Shareholders of the Company in the securities
account Custodian Bank or Securities Company recorded in the Register
of Shareholders of the Company on Monday, June 3, 2024 until 16:00
Western Indonesia Time.
3. a. The Shareholders who are unable to attend may appoint a proxy in writing.
b. Board of Directors and Board of Commissioners members as well as
employees of the Company may act as proxies at the Meeting but the
votes they cast as proxies at the Meeting are not counted in the voting.
4. The Company suggest the Shareholders whose shares are in the collective
custody of KSEI, to give their power of attorney to attend the Meeting
electronically (e-proxy) through the KSEI Electronic General Meeting System
(eASY.KSEI) facility which can be accessed via the link
https://akses.ksei.co.id/. The applicable procedures are as follows:
a. Shareholders will receive an email from KSEI regarding the Meeting
invitation. Registration can be done via the following link:
https://akses.ksei.co.id/;
b. Shareholders may give power of attorney to individual proxies or
independent representatives appointed by the Company or KSEI
participant proxies (Custodian Bank or Securities Companies) as a
mechanism for granting power of attorney electronically (e-proxy); and
c. The e-proxy facility is available from the date of this Invitation until 1 (one)
working day before the date of the Meeting, which is June 25, 2024.
In case the Shareholders chooses to give their proxy to attend the Meeting
outside the eASY.KSEI mechanism, then the Shareholder can download the
power of attorney format contained on the Company’s website
(www.arthagraha.com) and the original power of attorney that has been filled
out and sign properly can be submitted to the Company through the office of
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the Securities Administration Bureau (BAE) PT Raya Saham Registra Plaza
Sentral Building 2nd floor, Jl. Jend. Sudirman Kav. 47-48, Jakarta 12930,
phone number 021-2525666, not later than 3 (three) working days before the
meeting or on June 21, 2024, at 16.00 Western Indonesia Time.
5. Regarding to OJK Regulation Number 16/POJK.04/2020 concerning the
Implementation of Electronic General Meetings of Shareholders of Public
Companies and PT Kustodian Sentral Efek Indonesia ("KSEI") Regulations
XI-B of 2022 concerning Procedures for Implementing Electronic General
Meetings of Shareholders which is accompanied by Voting via the KSEI
Electronic General Meeting System (“eASY.KSEI”). Therefore, Shareholders
can attend directly electronically through the eASY.KSEI application that has
been provided by KSEI. To use the eASY.KSEI application, Shareholders can
access the eASY.KSEI menu located at the AKSes facility
https://akses.ksei.co.id/ by observing the following conditions:
a. Shareholders in form their attendance or appoint their proxies and/or
submit not later than 12.00 Western Indonesia Time on 1 (one) working
day before the of the Meeting.
b. Shareholders who will attend or provide their proxies electronically to the
Meeting through the eASY.KSEI application must pay attention to the
following matters:
i. Registration Process;
ii. Process for Submitting Questions and/or Opinions Electronically;
iii. Voting Process; and
iv. GMS Impressions.
6. Shareholders or their proxies who attend the Meeting are requested to show
their Identity Card (KTP) or other proof of identity and submit 1 (one) copy of it
to the registration officer before entering the Meeting room. Shareholders in
Collective Custody at KSEI are required to show Written Confirmation for the
Meeting which can be obtained through the securities company or Custodian
Bank where the shareholders open their securities accounts.
7. Shareholders who wish to attend the GMS electronically or provide power of
attorney electronically via eASY.KSEI, are responsible for the suitability and
use of access rights in eASY.KSEI, including the use of voting rights granted
at the GMS and/or appointment of proxies granted through eASY.KSEI.
8. The Meeting materials are available in the Company’s website
www.arthagraha.com and at the Company’s Head Office located at Artha
Graha Building Jl. Jend Sudirman Kav. 52-53, during working hours from the
date of the Invitation to the Meeting until the date the Meeting is held.
9. Shareholders or their proxies who wish to attend the Meeting directly are
requested to register beforehand with the Company through the Securities
Administration Bureau (BAE) and comply with provisions points 2, 4 and 6
above. For Shareholders or their proxies who wish to attend the GMS
directly (onsite), expected to register online no later than June 20, 2024 via
the link www.arthagraha.com/hubungan-investor/rups/pemanggilan.
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10.In order to ensure that the Meeting can be held and efficiently, the
Company’s Board of Directors may limit the number of individual
shareholders or their proxies who can enter the Meeting room by paying
attention to standard procedures and government recommendations, as well
as room capacity.
11. Shareholders or their proxies who will remain physically present at the
Meeting are required to follow the safety and health protocols that will be
implemented by the Company, as follows:
a. It is recommended that you wear a mask while in the meeting area and
during the meeting;
b. Must implement a physical distancing policy in accordance with the
direction of the Company and the management of the building where the
Meeting is held;
c. Shareholders or their proxies who are unwell, especially having / feeling
such as coughing, fever, or flu, etc, are not permitted to attend Meetings;
d. The Company has the right and authority to prohibit the Shareholders or
their proxies from attending or being in the Meeting room in the event that
the Shareholders or their proxies do not meet the safety and health
protocols as described above; and
e. The Company will re-announce if there are changes and/or additional
information regarding the procedures for holding the Meeting in
connections and developments that have not been conveyed through this
invitation, which will then be announced on the Company’s website
(www.arthagraha.com).
12. To facilitate the arrangement and order of the Meeting, Shareholders or their
proxies are respectfully requested to be present at the Meeting venue 30
(thirty) minutes before the Meeting begins.
Jakarta, June 04, 2024
PT Bank Artha Graha Internasional Tbk
Board of Directors
Names mentioned 5 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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PT Raya Saham Registra Plaza Sentral Building
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