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20240530_FAPA_Pemanggilan RUPS_31644131_lamp2.pdf
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PT FAP AGRI Tbk
(“PERSEROAN”)
INVITATION OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
The Board of Directors of the Company domiciled in Central Jakarta hereby invites the Shareholders of the Company to attend the Annual General Meeting of Shareholders
("Meeting") of the Company which will be held on:
Day / Date : Friday / June 21, 2024
Time : 09.00 WIB – finish
Location : Harris Suite Puri Mansion, Puri Mansion Estate, Jl Puri Lkr. Luar
Kec Kembangan,11610 Jakarta
with the Meeting Agenda:
ANNUAL GENERAL MEETING OF SHAREHOLDERS
1. The Company's Annual Report for the 2023 financial year including the ratification of the Company's Financial Statements for the 2023 financial year and the Company's
Board of Commissioners' Supervisory Report for the financial year ended 31 December 2023;.
2. Determination of the use of the Company's net profit for the financial year ended 31 December 2023;
3. Appointment of a Public Accounting Firm to audit the Company's Financial Statements for the financial year 2023 and other requirements with respect to the appointment;
4. Determination of salaries or honoraria, bonuses and allowances for members of the Board of Commissioners along with salaries, bonuses and allowances for members of
the Board of Directors of the Company.
5. Approval of guarantees of more than 50% (fifty percent) of the Company's net assets in order to obtain a loan facility.
With an explanation of the Meeting Agenda as follows:
The 1,2,3, and 4 agenda items are routinely held at the Company's Annual GMS, this is in accordance with the provisions in the Company's Articles of Association, Law
Number: 40 of 2007 concerning Limited Liability Companies (“UUPT”) and Financial Services Authority ("POJK").
5thAgenda, in accordance with the provisions of Article 15 paragraph 3 the Company's Articles of Association and Article 102 paragraph 1 of the Company Law, the
guarantee of more than 50% (fifty percent) of the Company's net assets, must be approved by the GMS. This agenda is to anticipate if in the future the Company obtains
a loan, and the loan requires the approval of the GMS, then the conditions have been fulfilled. And in case that the loan transaction later meet with the provisions of the
stock exchange concerning Affiliated Transactions, Conflict of Interest Transactions and/or Material Transactions, the Company will comply with such stock exchange
regulation.
General requirements:
1. Meetings are held with reference to POJK No. 15 / POJK.04 / 2020 concerning Planning and Implementation of General Meeting of Shareholders of Public Companies
("POJK 15/2020") and the Articles of Association of the Company.
2. The Company does not send a separate invitation to the Shareholders of the Company because the advertisement for this Summons is considered an official invitation,
the advertisement for this Invitation can also be seen on the Company's website (https://fap-agri.com), the Indonesian Stock Exchange website (www.idx.co.id) and the
Indonesian Central Securities Depository system (https://easy.ksei.co.id).
3. Those entitled to attend or be represented at the Meeting are shareholders whose names are recorded in the Company's Shareholders Register on May 29, 2024 until
16.00 WIB.
4. Paying attention to the Status of Certain Disaster Outbreaks of Corona Virus Disease 2019 ("Covid-19") established by the Government of the Republic of Indonesia and
the Implementation of Treatment of Restrictions on Activities in the Province of the Special Capital Region of Jakarta, therefore the Company advises Shareholders not to
physically present but by giving power of attorney to an independent party, namely PT Adimitra Jasa Korpora as the Company's Stock Administration Bureau.
5. Participation of Shareholders in the Meeting can be carried out by the following mechanism:
a. Attending Himself at the Meeting Shareholders who will attend the Meeting, before entering the Meeting room are asked to:
a) Informing the SID (Single Investor Identification) number originating from PT Kustodian Sentral Efek Indonesia (“KSEI”) or showing a Written Confirmation for
Meeting (“KTUR”) which can be obtained at a securities company or custodian bank where Shareholders open their securities accounts.
b) Submit a photocopy of Identity Card ("KTP") or other valid identification before entering the Meeting room.
c) Shareholders in the form of a legal entity must bring a photocopy of the applicable Articles of Association of the Company along with the deed of appointment of
the latest members of the Board of Directors and Board of Commissioners.
b. Authorization Shareholders
a) Electronic Authorization Shareholders in Collective Custody KSEI may authorize electronically ("e-Proxy") to the Independent Proxy, in the form of
representatives appointed by the Company's Securities Administration Bureau (PT Adimitra Jasa Korpora) in the eASY.KSEI facility which is available on the
Securities Ownership Website / AKSes.KSEI (https://akses.ksei.co.id);
b) Shareholders can also provide e-Proxy to the Proxy appointed by the Shareholders, as long as the Proxy has been registered in the eASY.KSEI facility.
c) The power of attorney for e-Proxy must comply with the procedures, terms and conditions stipulated by KSEI and the Company.
c. Non-electronic Authorization Shareholders
a) Shareholders can provide power of attorney outside the e-Proxy mechanism;
b) Original Power of Attorney along with a copy of KTP or other valid identification to PT Adimitra Jasa Korpora (BAE) before entering the Meeting room.
d. Shareholders who have given power of attorney electronically can submit a statement or opinion on the Agenda of the Meeting by using the Power of Attorney and
send it via email corp.secretary@fap-agri.com no later than 18 June 2024.
e. Shareholders or their proxies who will be present at the Meeting or Shareholders who will use their voting rights through the eASY.KSEI facility, can inform their
attendance, the power of attorney and their votes through the eASY.KSEI facility (http://akses.ksei.co.id).
6. Shareholders and their proxies who will be physically present at the Meeting are obliged to carry out and comply with the health protocols that will be strictly implemented
by the Company in the context of handling Covid-19, referring to the prevailing rules and regulations as well as best practices with the following conditions:
a. Shareholders or their proxies who can enter the meeting room are shareholders and their proxies who can enter the meeting room is limited.
b. Shareholders or their proxies who attend must follow the health protocol during the meeting.
7. Material for the Meeting Agenda and Meeting Rules has been available from the date of the Meeting Invitation to the convening of the Meeting in the form of electronic
documents which can be obtained through the Company's website (https://fap-agri.com).
8. To simplify the arrangement and order of the Meeting, Shareholders or their proxies are requested to be present at the Meeting venue 30 (thirty) minutes before the
Meeting begins.
9. With the announcement of the Agenda, Rules, Announcement Information and Meeting Invitation on the Company's website, according to the current conditions regarding
Covid-19, the implementation of the Meeting will be held as efficiently as possible.
10. The government or the competent Authority may at any time issue a policy prohibiting the implementation of the Meeting or prohibiting the Shareholders from being
directly present at the Meeting before or on the stipulated implementation day, this is entirely beyond the responsibility and authority of the Company.
Jakarta, May 30, 2024
BOARD OF DIRECTORS
PT FAP AGRI Tbk
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Financial Services Authority
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Government of the Republic of Indonesia
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PT Adimitra Jasa Korpora
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PT Kustodian Sentral Efek Indonesia
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