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20240530_SSIA_Pemanggilan RUPS_31644338_lamp1.pdf
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PT SURYA SEMESTA INTERNUSA Tbk
Domiciled in Jakarta
("The Company")
INVITATION OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
&
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
The Board of Directors of the Company hereby invites the Shareholders of the Company to attend
the Annual General Meeting of Shareholders for the fiscal year ending on December 31, 2023
("AGMS") and the Extraordinary General Meeting of Shareholders ("EGMS", collectively referred
to as the "Meeting") of the Company, which will be held on:
Day/date : Friday, June 21st 2024
Time : 09.00 WIB - Finish
Place : Legian Room, Hotel Gran Melia
H.R. Rasuna Said Street, Blok X-0, Kav. 4,
Kuningan, Jakarta 12950
Meeting Mechanism : Accessing through KSEI’s Electronic General
Meeting System (eASY.KSEI) in the link
https://akses.ksei.co.id provided by KSEI
with the Meeting agenda as follows:
AGMS
1. Approval and ratification of the Board of Directors' Report on the business operation of the
Company and clerical finance for the fiscal year ended on 31 December 2023 as well as the
approval and ratification of the Company's Financial Statements including the Balance Sheet
and Profit/Loss Statement for the fiscal year ended 31 December 2023 audited by an
Independent Public Accountant, and approved the Annual Report of the Company,
Supervisory Report of the Board of Commissioners of the Company for the fiscal year ended
31 December 2023, as well as providing full release and discharge responsibility (acquit et de
charge) to all members of the Board of Directors and the Board of Commissioners for the
actions of management and supervision which have been carried out in the fiscal year ended
31 December 2023.
Explanation:
This Meeting agenda is related to the Company’s report on the implementation of the Company's
operations and financial condition as stated in the Company's Financial Statements for the fiscal
year ended on 31 December 2023, in accordance with the provisions of Article 13 paragraph (2)
a and b and article 26 of the Articles of Association in conjunction with Article 69 and Article 78
of Law No. 40 Year 2007 on Limited Liability Companies as partially amended by Law No. 6 of
2023 on Establishment of Government Regulation in Lieu of Law No. 2 of 2022 on Job Creation
as Law ("Company Law"). Approval and Ratification of annual calculation by granting
discharges and repayment in full (acquit et de charge) to the members of the Board of Directors
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and Board of Commissioners for the actions of the management and supervision which have been
conducted in the financial year, to the extent such actions are reflected in the annual report and
financial statement, in accordance with the provisions of Article 13 paragraph 3 of the Articles
of Association.
2. Approval for the net profit for the financial year ended on 31 December 2023 plan.
Explanation:
This Meeting Agenda proposes the distribution of net profit for the year ended on 31 December
2023 as regulated in Article 13 paragraph 2 (c) of the Articles of Association in conjunction with
Article 70 and Article 71 of the Company Law.
3. Determination of salaries and allowances for members of the Board of Directors and the
salary or honorarium and allowances for members of the Board of Commissioners of the
Company for the financial year of 2024.
Explanation:
This Meeting agenda seeks approval to determine salaries and allowances for members of the
Board of Directors of the Company as well to authorize the Board of Commissioners of the
Company to determine as salaries or honorarium and allowances for members of the Board of
Commissioners of the Company for the financial year 2024, in accordance with the provisions of
Article 24 paragraph 5 and Article 21 paragraph 17 of the Articles of Association in conjunction
with Article 96 of the Company Law.
4. Appointment of an Independent Public Accounting Firm that will audit the books of the
Company for the fiscal year ended on 31 December 2023 and the granting of authority to the
Board of Commissioner to determine the honorarium of the Independent Public Accountant
as well as other requirements.
Explanation:
Noting, this agenda seeks approval to authorize the Board of Commissioner to appoint
Independent Public Accountant to conduct an audit of the books of the Company ending on 31
December 2023, in accordance with the provision of Article 13, paragraph 2 (d) of the Articles
of Association and Article 68 of the Company Law.
EGMS
1. Approval of the amendment to Article 3 of the Company's Articles of Association regarding
the Purpose and Objectives as well as Business Activities in accordance with the Standard
Classification of Indonesian Business Fields (KBLI) 2020.
Explanation:
This agenda item was carried out in connection with the adjustment of the Company's line of
business as stated in the Company's Articles of Association with the Central Statistics Agency
Regulation No. 2 of 2020 on the Standard Classification of Indonesian Business Fields ("KBLI
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2020"). In this regard, taking into account the provisions of Article 19 of the Company Law, the
Company is required to obtain Shareholder approval.
With this business field adjustment, the Company will make changes to Article 3 of the Company's
Articles of Association regarding the Company's Aims and Objectives. For this reason, the
Company proposes approval to the Meeting for adjustments to the Company's Business Activities
including the amendment to Article 3 of the Company's Articles of Association and adjustments
to the Company's business activity code based on the 2020 KBLI.
2. Approval of the plan for (i) the sale of a portion of the shares owned by the Company in
PT Suryacipta Swadaya to investors; and (ii) the issuance of new shares by PT Suryacipta
Swadaya, in which will be acquired by investor, which constitutes a material transaction as
defined in OJK Regulation No. 17/POJK/04/2020 regarding Material Transactions and
Changes in Business Activities.
Explanation:
The proposed (i) sale of part of the shares owned by the Company in PT Suryacipta Swadaya to
investors; and (ii) issuance of new shares by PT Suryacipta Swadaya to investors ("Proposed
Transaction") constitutes a Material Transaction whose value exceeds 50% of the Company's
equity pursuant to OJK Regulation No. 17/POJK/04/2020 on Material Transactions and Changes
in Business Activities ("POJK No. 17/2020"). Therefore, this agenda was carried out to seek the
shareholders’ approval as required under POJK No. 17/2020.
Note:
1. The Company will not send a separate invitation letter to the Shareholders of the Company,
given that this invitation constitutes an official invitation to the Company’s Shareholders to
attend the Meeting. This invitation is accessible through the Indonesia Stock Exchange
website, eaSY.KSEI and the Company’s website.
2. The Company's Shareholders who are entitled to attend or be represented at the Meeting
are:
a. for shares not in collective custody: the Shareholders of the Company or the proxies of
Shareholders whose names are legally registered in the Register of Shareholders of the
Company on Wednesday, 29 May 2024, until 04.00 pm at PT Sinartama Gunita, the
Company's Securities Administration Bureau which domiciled in Jakarta and having its
address at at Menara Tekno 7th floor Fachrudin Street No. 19, RT 01 / RW 07 Kampung
Bali Ward, Tanah Abang District , Center Jakarta 10250;
b. for shares in collective custody: Shareholders of the Company or the proxies of
Shareholders whose names are registered with the account holder or custodian bank at
PT Kustodian Sentral Efek Indonesia (“KSEI”) on Wednesday, 29 May 2024, until 04.00
pm.
3. KSEI securities account holders in Collective Custody are required to provide KSEI with the
List of Shareholders of the Company managed by them to obtain Written Confirmation for
the Meeting.
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4. The Company urges Shareholders to register electronically and attend the Meeting
electronically through the KSEI application (eASY.KSEI) at the https://akses.ksei.co.id/ link
provided by KSEI. Guidelines for registration, use and further explanation regarding
eASY.KSEI (e-Proxy and e-voting) can be found at https://akses.ksei.co.id/
5. Shareholders or their proxies who will be attending can provide electronic power of attorney
(e-Proxy) to the Meeting through the eASY.KSEI system, provided that:
a. Shareholders who are entitled to attend the Meeting can provide power of attorney
electronically (e-Proxy) through the eASY.KSEI platform, with an electronic authorization
mechanism through https://akses.ksei.co.id Submission of e-Proxy through eASY.KSEI
can be done no later than 1 working day before the date of the meeting, namely on
Thursday, 20 June 2024 at 12.00 WIB.
b. Revocation or change of power of attorney including changes to voting options via e-Proxy
can be made no later than Thursday, 20 June 2024 at 12.00 WIB. Shareholders who use
eASY.KSEI can download the usage module at the following link:
(https://easy.ksei.co.id/egken/Education_global.jsp).
c. Shareholders and/or their proxies who do not have access to the eASY.KSEI system, are
still able to exercise their rights by granting power of attorney (to participate in and vote
in each agenda item of the AGMS) to the Independent Representative appointed by the
Company by filling out and signing the form. Power of Attorney provided by the Company
on the Company's website www.suryainternusa.com. The Independent Representative
appointed by the Company is the Company's Securities Administration Bureau, namely PT
Sinartama Gunita.
d. Power of Attorney as referred to in point c, which has been completed and signed along
with supporting documents, can be sent a scanned copy via email
(corpsec1@suryainternusa.com). The original Power of Attorney must be sent by
registered letter to the Company's Registrar, namely PT Sinartama Gunita at the address
at Menara Tekno Lantai 7 Jl. Fachrudin No. 19 RT 01 / RW 07 Kelurahan Kampung Bali,
Kecamatan Tanah Abang, Jakarta Pusat 10250, no later than 1 (one) working day before
the date of the Meeting, namely on Thursday, 20 June 2024 at 12.00 WIB.
Power of Attorney from Shareholders signed overseas must be legalized by a local public
Notary and the local Indonesian Embassy/Consulate Office.
6. The Company urges the Shareholders or their proxies who will be present to be able to
witness the implementation of the ongoing Meeting through the Zoom webinar by accessing
the eASY.KSEI menu, the GMS Impressions submenu located at the AKSes facility
(https://akses.ksei.co.id/), provided that:
a. Shareholders who will attend the Meeting using the e-GMS and e-Voting mechanism on
the eASY.KSEI application, must register themselves no later than H-1 before the Meeting,
which is on Thursday, 20 June 2024 at 12.00 WIB
b. Shareholders and their proxies are required to have an account at KSEI's AKSes facility
to be able to access the Meeting link.
c. Shareholders of the Company or their proxies who only witness the implementation of
the Meeting through the GMS Impression but are not registered to attend electronically
on the eASY.KSEI application, then the presence of the Shareholders or their proxies is
considered invalid and is not included in the calculation of the meeting attendance
quorum.
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7. The Notary, assisted by the BAE, will check, and count the votes on each agenda of the
Meeting and in each meeting, decision making on that agenda, including those based on the
votes submitted by the shareholders through eASY.KSEI, as well as those submitted to
Independent Representatives.
8. The Company may make changes and/or add information related to the procedures for
holding the Meeting which will be further announced on the Company's website
(www.suryainternusa.com).
9. The Meeting’s materials related are available in the Company's website
(www.suryainternusa.com) and/or eASY.KSEI website (https://easy.ksei.co.id) from the date
of this Invitation until the date of The meeting was held.
Jakarta, 30 May 2024
Board of Directors
Names mentioned 4 people and organisations named in the text · linked when the evidence is strong
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PT Suryacipta Swadaya
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Indonesia Stock Exchange
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PT Kustodian Sentral Efek Indonesia
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