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20240529_IRSX_Pemanggilan RUPS_31643760_lamp1.pdf
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CONVOCATION
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT AVIANA SINAR ABADI Tbk
("Company")
The Company's Board of Directors hereby invites the Company's Shareholders to attend the
Annual General Meeting of Shareholders ("Meeting") which will be held on:
Day/Date : Thursday / 20 June 2024
Time : 10.00 WIB to. finished
Venue : Hotel Amaris Tebet
Jl. Prof. DR. Seopomo SH No.33
Tebet Barat, South Jakarta, Indonesia
With the following Meeting Agenda:
1. Approval of the Company's Annual Report including the Activity Report Company,
Board of Commissioners Supervision Report and Ratification of the Company's
Financial Report for the financial year ending December 31, 2023.
2. Approval of the use of Company Profits for the Financial Year ending 31 December
2023.
3. Appointment of a Public Accounting Firm to audit the Company's Financial Report for
the 2024 financial year.
4. Determination of salaries or honorarium and other allowances for the Company's
Directors and Board of Commissioners for the 2024 Financial Year.
5. Report on the Realization of Use of Funds from Public Offerings and Warrant
Conversion Series I
6. Approval of the increase in the Company's Authorized Capital.
7. Changes in the composition of the Company's Board of Directors and/or Board of
Commissioners
Notes:
1. The Company does not send a special invitation to Shareholders, because this
Summons acts as an official invitation. This summons can also be seen on the
Company's website https://www.aviana.co.id/, the Indonesian Stock Exchange
website and the eASY.KSEI application.
2. Materials related to the Meeting agenda are available on the Company's website from
the date of the Invitation on Wednesday 29 May 2024 until the Meeting is held on
Thursday 20 June 2024 according to the Company information above.
3. Each Shareholder who is entitled to attend the Meeting is the Shareholder whose
name is registered in the Company's Shareholder Register at the close of Stock
Exchange trading hours on Tuesday, May 28 2024.
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4. Shareholder participation in the Meeting can be carried out using the following
mechanism:
a) If a Public Company holds a physical GMS, the mechanism for shareholder
participation is as follows:
i. physically present at the Meeting; or
ii. attend the Meeting electronically via the eASY.KSEI application.
b) If a Public Company does not hold a physical GMS, the shareholder participation
mechanism is to attend the Meeting electronically via the eASY.KSEI application.
5. Shareholders who can attend directly electronically as mentioned in points 4 letters
a.ii and 4 letters b are local individual Shareholders whose shares are held in KSEI's
collective custody.
6. To use the eASY.KSEI application, Shareholders can access the eASY.KSEI menu in the
AKSes facility (https://akses.ksei.co.id/)
7. Before determining their participation in the Meeting, Shareholders are required to
read the provisions conveyed through this invitation as well as other provisions related
to the implementation of the Meeting based on the authority determined by each
Company. Other provisions can be seen through the attached documents in the
Meeting Info feature on the eASY.KSEI application and/or the invitation to the Meeting
on the relevant Company website page. The Company has the right to determine other
requirements regarding the participation of Shareholders or their proxies who will be
physically present at the Meeting.
8. Shareholders who wish to exercise their voting rights through the eASY.KSEI
application, can inform their presence or appoint their proxies, and/or submit their
voting choices in the eASY.KSEI application.
9. The deadline for providing a declaration of presence or proxy and vote in the
eASY.KSEI application is 12.00 WIB 1 (one) working day before the Meeting date.
10. Before entering the Meeting room, Shareholders or their proxies who are physically
present at the Meeting are required to fill out the attendance list by showing original
proof of identity and providing 1 copy.
11. Shareholders who will attend or provide power of attorney electronically at the
Meeting via the eASY.KSEI application are required to pay attention to the following
matters:
a. Registration Process
i. Local individual shareholders who have not provided a declaration of
presence or power of attorney in the eASY.KSEI application by the deadline
in point 8 and wish to attend the Meeting electronically are required to
register their attendance in the eASY.KSEI application on the date of the
Meeting until the electronic Meeting registration period. closed by the
Company.
ii. Local individual shareholders who have submitted a declaration of
attendance but have not voted for at least 1 (one) Meeting agenda item in
the eASY.KSEI application by the deadline in point 8 and wish to attend the
Meeting electronically are required to register their attendance in the
eASY application. KSEI on the date of the Meeting until the electronic
registration period for the Meeting is closed by the Company.
iii. Shareholders who have given power of attorney to the proxy provided by
the Company (Independent Representative) or Individual Representative
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but the shareholder has not given their vote for at least 1 (one) Meeting
agenda item in the eASY.KSEI application until the deadline in point 8, then
the recipient Proxies representing shareholders are required to register
their attendance in the eASY.KSEI application on the date of the Meeting
until the electronic Meeting registration period is closed by the Company.
iv. Shareholders who have given power of attorney to the
participant/Intermediary proxy (Custodian Bank or Securities Company)
and have cast their vote in the eASY.KSEI application until the deadline in
point 8, then the proxy representative who has registered in the eASY.KSEI
application is obliged to do so. register attendance in the eASY.KSEI
application on the date of the Meeting until the electronic Meeting
registration period is closed by the Company.
v. Shareholders who have provided a declaration of attendance or given
power of attorney to the proxy provided by the Company (Independent
Representative) or Individual Representative and have cast a vote for at
least 1 (one) or all Meeting agenda items in the eASY.KSEI application no
later than the deadline time in point 8, the shareholder or proxy does not
need to register their attendance electronically in the eASY.KSEI
application on the date of the Meeting. Share ownership will automatically
be counted as a quorum for attendance and the voting options that have
been cast will automatically be taken into account in voting at the Meeting.
vi. Delays or failures in the electronic registration process as intended in
numbers i - iv for any reason will result in 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.
b. Process for Submitting Questions and/or Opinions Electronically
i. Shareholders or proxies have 3 (three) opportunities to submit questions
and/or opinions at each discussion session per Meeting agenda item.
Questions and/or opinions per Meeting agenda item can be submitted in
writing by shareholders or proxies using the chat feature in the 'Electronic
Opinions' column available on the E-Meeting Hall screen in the eASY.KSEI
application. Giving questions and/or opinions can be done as long as the
Meeting status in the 'General Meeting Flow Text' column is "Discussion
started for agenda item no. [ ]”.
ii. Determining the mechanism for carrying out discussions per Meeting agenda
item in writing via the E-Meeting Hall screen in the eASY.KSEI application is
the authority of each Company and this will be stated by the Company in the
Meeting Implementation Rules via the eASY.KSEI application.
iii. For proxy recipients who are present electronically and will submit questions
and/or opinions from their shareholders during the discussion session per
Meeting agenda item, they are required to write down the name of the
shareholder and the size of their share ownership, followed by related
questions or opinions.
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c. Voting/Voting Process
i. The electronic voting process takes place in the eASY.KSEI application in the
E-Meeting Hall menu, Live Broadcasting sub menu.
ii. Shareholders who are present in person or represented by their proxies but
have not cast their vote choices on the Meeting agenda as referred to in
point 10 letter a numbers i – iii, then the shareholders or their proxies have
the opportunity to convey their vote choices during the voting period via the
E-screen. The Meeting Hall on the eASY.KSEI application was opened by the
Company. When the electronic voting period per Meeting agenda begins,
the system automatically runs the voting time by counting down for a
maximum of 5 (five) minutes. During the electronic voting process, the status
"Voting for agenda item no [ ] has started" will appear in the 'General
Meeting Flow Text' column. If shareholders or their proxies do not vote for
a particular Meeting agenda item until the Meeting implementation status
visible in the 'General Meeting Flow Text' column changes to "Voting for
agenda item no [ ] has ended", then it will be deemed to have given an
Abstain vote for the relevant agenda of the Meeting.
iii. Voting time during the electronic voting process is the standard time set in
the eASY.KSEI application. Each Company can determine a policy on the
timing of direct electronic voting per agenda item at the Meeting (with a
maximum time of 5 (five) minutes per Meeting agenda item) and will be
outlined in the Meeting Implementation Rules via the eASY.KSEI application.
d. Watch the implementation of the meeting at the GMS broadcast
i. Shareholders or their proxies who have registered on the eASY.KSEI
application no later than the deadline in point 8 can watch the ongoing
Meeting via Zoom webinar by accessing the eASY.KSEI menu, GMS
Impressions submenu located in the AKSes facility (https:/
/akses.ksei.co.id/).
ii. The GMS broadcast has a capacity of up to 500 participants, where the
attendance of each participant will be determined on a first come first serve
basis. Shareholders or their proxies who do not have the opportunity to
witness the implementation of the Meeting via the GMS Broadcast are still
considered legally present electronically and their share ownership and vote
choices are taken into account at the Meeting, as long as they have been
registered in the eASY.KSEI application as stipulated in point 10 letter a
number i - v.
iii. Shareholders or their proxies who only witnessed the implementation of the
Meeting via the GMS Broadcast but were not registered to attend
electronically on the eASY.KSEI application in accordance with the provisions
in point 10 letters a numbers i - v, then the presence of the shareholders or
their proxies is considered invalid and will not included in the calculation of
the meeting attendance quorum.
iv. Shareholders or their proxies who witness the implementation of the
Meeting via the GMS Broadcast have a raise hand feature which can be used
to ask questions and/or opinions during the discussion session per Meeting
agenda item. If the Company allows it by activating the allow to talk feature,
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shareholders or their proxies can convey questions and/or opinions by
speaking directly. Determining the mechanism for carrying out discussions
per Meeting agenda item using the allow to talk feature contained in the
GMS Broadcast is the authority of each Company and this will be stated by
the Company in the Meeting Implementation Rules via the eASY.KSEI
application.
v. To get the best experience in using the eASY.KSEI application and/or GMS
Impressions, shareholders or their proxies are advised to use the Mozilla
Firefox browser.
12. In the event that Shareholders cannot access the KSEI System (eASY.KSEI) via the link
https://akses.ksei.co.id/ you can download the power of attorney contained on the
Company's website https://www.aviana.co.id/ to provide your power of attorney and
vote at the Meeting.
13. Shareholders who have provided power of attorney in point 12 above, may submit
questions regarding the agenda via email to the Company with a copy at
Ficomindo_br@yahoo.co.id and these questions will be submitted at the Meeting by
the Proxy and recorded in the Minutes of Meeting prepared by the Notary, and
answers to these questions will be submitted via email to the Shareholders no later
than 3 (three) working days after the Meeting.
14. The Notary, assisted by the Securities Administration Bureau, will check and count the
votes for each Meeting agenda item in every Meeting decision made regarding that
agenda item, including those based on votes submitted by shareholders via eASY.KSEI
as referred to in point 11 above, as well as those conveyed at the Meeting.
15. The Company does not provide food/drinks/thanks/gifts/souvenirs for shareholders
at the Meeting.
16. Considering that there are restrictions on the number of Shareholders or Shareholder
proxies who are physically present and can enter the Meeting room, the Company has
appointed BAE (PT Ficomindo Buana Regsitra) as an independent party to be the legal
proxy recipient who can be selected by Shareholders via eASY .KSEI;
17. To facilitate the organization and orderliness of the Meeting, Shareholders or their
legal proxies who will be physically present at the Meeting are kindly requested to be
at the Meeting venue no later than 30 (thirty) minutes before the Meeting starts.
Jakarta, 29 May 2024
Company Directors
Names mentioned 3 people and organisations named in the text · linked when the evidence is strong
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org
AVIANA SINAR ABADI Tbk
p.1 ×2
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person
Prof. DR. Seopomo SH
p.1
unresolved
org
PT Ficomindo Buana Regsitra
p.5
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