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20240530_CASS_Pemanggilan RUPS_31644236_lamp1.pdf
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INVITATION
ANNUAL GENERAL MEETING OF SHAREHOLDERS AND
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT CARDIG AERO SERVICESS TBK
The Board of Directors of PT Cardig Aero Services Tbk (the “Company”) hereby invites the
Shareholders of the Company to attend the Company’s Annual General Meeting of Shareholders
(“AGMS”) and Extraordinary General Meeting of Shareholders (“EGMS”), the AGMS dan EGMS
hereinafter referred to as the (“Meeting”) which will be held on:
Day/Date : Friday/21 Juni 2024
Time : 09.00 Western Indonesian Time – finish
Venue : Kecapi Room No.6, Oakwood Hotel & Apartments
Taman Mini Jakarta, Jl. Pintu Taman Mini Indonesia
Indah, Jakarta Timur 13880
With the following Meeting Agenda:
A. Annual General Meeting of Shareholders
1. The approval and ratification of the Company’s Annual Report for the financial year ended on 31
December 2023, and the approval and ratification of the Company’s Consolidated Financial
Statement, including the Company’s Balance Sheet and Profit/Loss Statement for the financial
year ended on 31 December 2023, audited by Independent Public Accountants from Purwantono,
Sungkoro & Surja Public Accounting Firm. Also, approval of the Supervisory Task Report of the
Board of Commissioners of the Company for the financial year ended 31 December 2023, and the
grant release and discharge (acquit et de charge) to the members of the Company’s Board of
Directors and Board of Commissioners for their management and supervisory actions performed
in the financial year ended on 31 December 2023.
Elucidation:
In this Agenda item, the Company shall provide an explanation to the shareholders regarding the
implementation of the Company’s business activities for financial year ended on 31 December
2023, and the financial condition as stated in the Company’s Financial Statement for the financial
year ended on 31 December 2023, in accordance with the provisions of Article 11 paragraph (3)
letter a and paragraph (4), and Article 21 paragraph (3) of the Company’s Article of Association
in conjunction with Article 69 and Article 78 of Law No.40 of 2007 concerning Limited Liabilities
Companies (“Company Law”). In this meeting agenda, the Company shall also grant release and
discharge (“acquit et de charge) to the members of the Board of Directors and Board of
Commissioners for the management and supervisory actions performed during the financial
year.
2. The approval for determination of the Company’s utilization of net profit for the financial year
ended on 31 December 2023.
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Elucidation:
In accordance with Article 11 paragraph (3) letter b and Article 21 paragraph (3) of the
Company's Articles of Association in connection with Article 70 and Article 71 of the Company
Law regarding the use of the Company's net profit, a decision and / or determination from the
GMS is required.
3. The appointment of Public Accountant and/or Public Accounting Firm to audit the Company’s
Financial Statement for the financial year ended on 31 December 2024.
Elucidation:
In accordance with Article 11 paragraph (3) letter c of the Company’s Articles of Association in
conjunction with Article 68 of the Company Law, the Company proposes to the GMS that
Shareholders to grant power and authority to the Company's Board of Commissioners, with due
consideration of the Audit Committee’s recommendation, to re-appoint the Purwantono,
Sungkoro & Surja Public Accounting Firm as the auditors of the Company's financial statements
for the financial year ended on 31 December 2024 and to authorize the Company's Board of
Commissioners to appoint a Public Accountant, determine the service fees and other terms of
engagement, providing reasons for such delegation, as well as to grant authority to the Company's
Board of Commissioners to appoint a substitute Public Accountant Firm and/or Public
Accountant under specific criteria in the event of disagreement with the initially appointed Public
Accountant and/or Public Accountant Firm.
4. The determination of the remuneration of the Board of Directors and the Board of Commissioners
of the Company for the financial year 2023.
Elucidation:
In accordance with Article 15 paragraph (14) and Article 18 (paragraph 11) of the Company’s
Articles of Association, in connection with Article 96 and Article 113 of the Company Law, the
provisions concerning the number of salaries, honorarium and allowance for members of Boards
of Directors and Board of Commissioners shall be determined by the GMS. The determination of
salaries and/or honorarium shall be calculated based on recommendations from the Nomination
and Remuneration Committee of the Company.
B. Extraordinary General Meeting of Shareholders
1. Approval of changes in the composition of the Board of Commissioners and the Board of Directors
of the Company.
Elucidation:
In accordance with the provisions of Article 23 and Article 26 of the Financial Services Authority
Regulation (POJK) Number 33/POJK.04/2014 concerning the Board of Directors and the Board
of Commissioners, approval from the GMS is required. Therefore, in this first agenda item, we
intend to seek the shareholders’ approval regarding changes in the composition of the Company’s
Board of Commissioners and Board of Directors.
2. Approval of Amendments to Article 15 paragraph (2) and paragraph (15) of the Company’s
Article of Association concerning the Board of Directors.
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Elucidation:
This change is to align the minimum number of Directors between the Company’s Article of
Association and provision of Article 2 paragraph (1) of the of the Financial Services Authority
Regulation (POJK) Number 33/POJK.04/2014 concerning the Board of Directors and the Board
of Commissioners.
Notes:
1. The announcement of the Meeting has been announced on the Indonesia Stock Exchange website,
the Company's website (https://casgroup.co.id and https://en.casgroup.co.id) and the website of
the EGMS provider through the eASY.KSEI application on May 15, 2024.
2. The Company does not send individual invitation to each Shareholder. This invitation
advertisement, in accordance with the Company’s Article of Association, serves as official
invitation to all Shareholders of the Company.
3. Shareholders of the Company entitled to attend or be represented at the Meeting are as follows:
a. For shares of the Company that have not been put in collective custody :
Shareholders of the Company whose name are legally registered in the Company’s Register
of Shareholders on Wednesday, May 29, 2024 until 16.00 Western Indonesian Time
(“Recording Date”) at PT Datindo Entrycom, the Company’s Securities Administration
Bureau located in Jakarta, with its registered office at Jl. Hayam Wuruk No.28 Jakarta Pusat.
b. For shares of the Company that have been put in collective custody :
Shareholders whose their name are legally registered in the securities account of the PT
Kustodian Sentral Efek Indonesia (“KSEI”) at the closing trading of shares on the Indonesia
Stock Exchange on Wednesday, May 29, 2024 until 16.00 Western Indonesian Time.
4. Shareholder Participation Eligibility in the Meeting can be conducted through the following
mechanism:
a. Being physically present at the Meeting;
b. Participating electronically in the Meeting through the eASY.KSEI application
(https://akses.ksei.co.id); or
c. Being presented by their proxy by providing written authorization or electronically through
the eASY.KSEI application (https://akses.ksei.co.id), to attend the Meeting either physically
or electronically through the same application.
5. Mechanism of Power of Attorney:
a. The Company urges eligible shareholders whose shares are held in the collective depository
of KSEI, to grant autorization through the KSEI Electronic General Meeting System
(eASY.KSEI) facility no later than 1 (one) working day before the Meeting, Thursday, June 20,
2024, at 12.00 Western Indonesian Time, which can be accessed on the official KSEI
website at https://akses.ksei.co.id with official guidelines provided on the official
website of KSEI (https://www.ksei.co.id/data/download-data-and-user-guide), as a
mechanism for electronic authorization granting (e-proxy) in the conduct of the Meeting.
b. In addition to the aforementioned electronic authorization (e-proxy) aforementioned
above, Shareholders may grant authorization outside the eASY.KSEI facility, where
shareholders can download the proxy form from the Company's website
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https://casgroup.co.id and the proxy form must be received by the Company’s Board of
Directors no later than 1 (one) business day prior to the Meeting’s date, Thursday, June
20, 2024 at 12.00 Western Indonesian Time, at Menara Cardig 3rd floor, Jl. Raya Halim
Perdanakusuma, East Jakarta.
6. Shareholders or their proxies intending to attend the Meeting physically are requested to bring
and submit the following documents to the registration officer before entering the Meeting:
a. For individual Shareholders:
- a copy of their identity card such as ID card/passport of the Shareholder and/or their
Proxy.
- a copy of Share Certificate and/or Collective Shares Certificate (for shares held in the form
of script/physical certificate)
b. For shareholders in the form of legal entities, cooperatives, foundations or pension funds:
- a copy of their identity card such as ID card/passport of the authorized Director and/or
their Proxy;
- a copy of the latest articles of association and amendment, as well as the appointment deed
of the latest Board of Directors and Board of Commissioners of the Company;
- a copy of Shares Certificate and/or Collective Shares (for shares held in the form of script)
7. The Notary, assisted by the Securities Administration Bureau, will conduct verification and count
votes for each agenda item of the Meeting during each decision-making process of the Meeting,
concerning said agenda items, based on the proxies submitted by the Shareholders as referred
to in item 5 (five) above.
8. Shareholders intending to attend or provide electronic authorization to the Meeting through the
eASY.KSEI application must observe of the following:
a. Registration Process
i. Shareholders or their proxies eligible to attend Meeting must first be registered as users of
the fasilitas Securities Ownership Reference Facility of KSEI (“AKSes KSEI”). If not yet
registered, they may register through the website https://akses.ksei.co.id.
ii. Shareholders or their proxies eligible to attend the Meeting may declare their attendance
no later than Thursday, June 20, 2024, at 12.00 PM Western Indonesian Time.
iii. For the following shareholders or their proxies eligible to attend:
a. Individual domestic shareholders who have not declared their attendance or
authorization in the eASY.KSEI application by the specified deadline and wish to attend
the Meeting electronically;
b. Individual domestic shareholders who have declared their attendance but have not
provided a minimum vote choice for at least 1 (one) agenda item of the Meeting in the
eASY.KSEI application within the specified time limit and wish to attend the Meeting
electronically;
c. Independent Representatives or Individual Representatives appointed by the
Company, namely representatives of PT Datindo Entrycom as the Securities
Administration Bureau of the Company, who have received authorization from eligible
shareholders to attend but said shareholders have not provided a minimum vote choice
for at least 1 (one) agenda item of the Meeting in the eASY.KSEI application within the
specified time limit.
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d. KSEI Participants/Intermediaries (Custodian Banks or Securities Companies) who
have received authorization from eligible shareholders who have cast their votes
through eASY.KSEI.
are required to complete their registration electronically through the eASY.KSEI
application during the Meeting date until the electronic Meeting registration period
is closed by the Company, on June 21, 2024, at 08.00 Western Indonesian Time.
iv. Shareholders eligible to attend the Meeting who have declared their attendance or granted
authorization to Independent Representative or Individual Representative and have
provided a minimum vote choice for at least 1 (one) or for all agenda items of the Meeting
through the eASY.KSEI application until the specified time limit, are not required to register
their attendance electronically in the eASY.KSEI application on the Meeting date. Share
ownership will be automatically counted towards the attendance quorum, and the votes
provided will be automatically counted in the Meeting vote tally.
v. Any delays or failure in the electronic registration process as referred to in items 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 towards attendance
quorum in the Meeting.
b. Electronic Statements or Opinions Submission Process
i. Shareholders or their proxies are provided 1 (one) opportunity to submit questions and/or
opinions in each discussion session per meeting agenda. Questions and/or opinions per
Meeting agenda can be submitted in writing by the shareholders or their proxies through
the chat feature in the 'Electronic Opinions' column available on the E-meeting Hall screen
in the eASY.KSEI application.
ii. The implementation of written discussion per Meeting agenda through the E-Meeting Hall
screen in the eASY.KSEI application is the discretion of each Company and will be
determined by the respective Company. It will also be included in the Company’s Meeting
Guidelines through the eASY.KSEI application.
iii. Shareholder’s proxies who attend the Meeting electronically and submit a question and/or
opinion during a discussion session for any of the Meeting agendas are required to indicate
the name of shareholder and the amount of shares they represent, followed by a related
questions or opinion.
c. Voting Process
i. The voting process will be conducted electronically through the E-Meeting Hall menu,
specifically the Live Broadcasting submenu of the eASY.KSEI.
ii. Shareholders or their proxies who have not yet cast their votes on the Meeting agenda
items are given the opportunity to do so during the voting period on the E-Meeting Hall
screen of the eASY.KSEI application, as determined by the Company. After the electronic
voting period for each Meeting agenda items commences, the system automatically
initiated the voting time, counting down a maximum of 5 (five) minutes.
iii. The voting time in the electronic voting process constitutes the standard time set by the
eASY.KSEI application. Each Company may establish its own policies regarding the
duration of direct electronic voting for each Meeting agenda item (with a maximum time of
5 (five) minutes per Meeting agenda items, which will be stipulated in the Meeting’s
Guideline through the eASY.KSEI.
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d. Broadcast Meeting
i. Shareholders or their proxies registered in the eASY.KSEI application no later than the
specific time limit will be able to observe the ongoing Meeting proceedings through a Zoom
webinar by accessing the eASY.KSEI (sub-menu Meeting Broadcast), available on the AKSes
facility (https://akses.ksei.co.id/).
ii. The Meeting Broadcast accommodated up to a capacity of 500 (five hundred) participants
and is provided on a first-come, first-served basis. Shareholders or their proxies who do
not have the opportunity to observe the Meeting Broadcast are still deemed to attend the
Meeting electronically, and their share ownership and voting preference are considered in
the Meeting, as long as they have registered through the eASY.KSEI application.
iii. Shareholders or their proxies who only observe the Meeting proceedings through the
Meeting Broadcast but are not registered for electronic attendance in the eASY.KSEI
application are considered absent, and their presence will not be included in the Meeting
attendance quorum calculation.
iv. Shareholders or their proxies observing the Meeting proceedings through the Meeting
Broadcast may pose questions and/or express opinions during the discussion session for
each Meeting agenda item. If the Company allows by activating the "allow to talk" feature,
shareholders or their proxies may express questions and/or opinions by speaking directly.
The determination of the discussion mechanism per Meeting agenda item using the "allow
to talk" feature within the Meeting Broadcast is at the discretion of each Company and will
be specified by the Company in the Meeting Implementation Regulations through the
eASY.KSEI application.
9. Shareholders or their proxies intending to remain physically attend the Meeting, are required to
follow and comply with the applicable safety and health protocols at the Meeting venue.
10. The Company will provide Meeting materials for each Meeting agenda item, the Company's Annual
Report, and Meeting regulations through the Company's website https://casgroup.co.id and/or
the official eASY.KSEI website from the date of Meeting Convocation until the Meeting date.
11. For Meeting orderliness, shareholders or their proxies are expected to arrive no later than 30
minutes before the Meeting commences.
Jakarta, May 30, 2024
Board of Directors
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Financial Services Authority
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PT Kustodian Sentral Efek Indonesia
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