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20240529_BIMA_Pemanggilan RUPS_31643641_lamp1.pdf
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AS IA I NFRAS TRU CTURE Tbk
PT PRIMARINDO ASIA INFRASTRUCTURE Tbk
(“The Company”)
INVITATION
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT PRIMARINDO ASIA INFRASTRUCTURE Tbk (“The Company”) hereby invites
the Shareholders to attend the Annual General Meeting of Shareholders of the Company,
which will be held on:
Day/Date : Thursday, June 20th 2024
Place : Gren Alia Hotel Cikini
Anggrek Room
Jalan Raya Cikini No 46
Central Jakarta
Time : 11:00 am of Western Indonesia Time – finish
The Agenda:
Annual General Meeting of Shareholders:
1. Approval and ratification of the Company’s Annual Report for the financial year ended
on December 31, 2023, including the Company’s business activities report, the Board
of Commissioners supervisory report, and the Company’s Financial Statement for the
year ended on December 31, 2023, along with granting full release and discharge
(acquit et the charge) to the Board of Directors and Board of Commissioners of the
Company for management and supervisory actions that have been carried out during
the 2023 fiscal year.
Explanation :
Based on the provisions of Article 17 paragraph 5 of the Company's Articles of
Association and Article 66 paragraph 1 of Law No. 40 of 2007 concerning Limited
Liability Companies, the Company will submit a proposal to the Annual GMS to
approve the 2023 Annual Report of the Company, which includes the ratification of the
Financial Statements for the Fiscal Year Ended 31 December 2023, Report of the Board
of Directors and Report of the Board of Commissioners of the Company.
Furthermore, the Company will propose to the Annual GMS to granting full release and
discharge (acquit et de charge) to all members Board of Directors and members Board
of Commissioners of the Company for the management and supervisory actions that
have been carried out during the 2023 fiscal year.
2. Approval of the use of the Company’s profit for the fiscal year ended December 31
2023.
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AS IA I NFRAS TRU CTURE Tbk
Explanation:
Based on the provisions of (i) Article 22 paragraph 1 of the Company's Articles of
Association and (ii) Article 70 and Article 71 of the Company Law, that the use of the
Company's net profit is decided at the GMS.
3. Approval on remuneration for members of Board of Directors and Board of
Comissioners for the fiscal year 2024.
Explanation:
Based on the provisions of Article 96 paragraph 1 and Article 113 of the Company
Law, the Company will submit a proposal to the Annual GMS to request approval on
the determination of the remuneration to be paid by the Company to members of the
Board of Commissioners and members of the Board of Directors of the Company
serving for the 2024 Financial Year.
4. Granting authority to the Board of Commissioners to appoint Independent Public
Accounting Firm to perform audit on the Company’s Financial Statement for the fiscal
year ended December 31, 2024, and to determine its honorarium and the other
requirements related to the appointment.
Explanation:
Based on the provisions of (i) Article 15 paragraph 5 letter d and Article 18 paragraph 4
letter d of the Company's Articles of Association, (ii) Article 59 of the Financial
Services Authority ("OJK") Regulation No.15/POJK.04/2020 concerning Planning and
Organizing GMS of Public Company, and (iii) Article 68 of the Company Law, the
Company will submit a proposal to the Annual GMS to grant authority and power to
the Company's Board of Commissioners to appoint a Public Accountant and/or Public
Accounting Firm to audit the Company's Financial Statements for the financial year
ending in December 31, 2024, to determine the honorarium and other terms of
appointment.
Notes :
1. The Company will not send a separate official invitation to the Shareholders, therefore
the Meeting Invitation submitted by the Company through the website of the e-GMS
provider (eASY.KSEI), the Indonesia Stock Exchange website (idxnet.co.id) and the
Company's website (www.primarindo.co.id), are official invitation to the Shareholders
of the Company.
2. Shareholders that entitled to attend or be represented at the Meeting are shareholders
whose names are registered on the Company's Register of Shareholders (DPS), at PT
Raya Saham Registra, the Company's Securities Administration Bureau and those in
the collective custody of PT Kustodian Sentral Efek Indonesia (KSEI) on 28 May 2024
until 04.00 pm Western Indonesia Time.
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AS IA I NFRAS TRU CTURE Tbk
3. The participation of the Shareholders in the Meeting can be done through the
following mechanism:
a. Physically attend the Meeting:
- Shareholders are required to bring a photocopy of Identity Card (“KTP”) or
other identity cards;
- Corporate Shareholders to bring photocopy of the Articles of Association and
its amandments including the latest management composition; or
b. Giving the power of atorney electronically (“e-Proxy”) and/or giving their vote
through eASY.KSEI facility which is provided by PT Kustodian Sentral Efek
indonesia. The e-Proxy facility shall be available for Shareholders who are eligible
to attend the Meeting from the date of the Meeting Invitation until 1 (one) working
day prior to the Meeting’s date, which is Wednesday, 19 June 2024 at 12.00 WIB;
or
c. Shareholders who cannot attend may be represented by their authorized
representatives by bringing the letter of power of attorney and submitting a
photocopy of the ID card or other identity cards, with the condition that Board of
Director, Board of Commissioner, and employees of the Company are not allowed
to act as the authorized representatives of the Shareholders in the Meeting. The
power of attorney form can be downloaded in the company website:
https://www.primarindo.co.id/about/info-rups.html. The power of attorney that has
been filled in completely and legally and its supporting documents must be sent in
softcopy via the Company's email (legal2.primarindo@gmail.com). While the
original Power of Attorney must be submitted in person or sent to be received by
the Company's Board of Directors at the Company's head office, Tatapuri Building
Floor 3A, no later than 4 (four) working days prior to the date of the Meeting until
16.00 WIB.
4. The Company does not use webinar facilities and meetings will be held face-to-face
and via eASY.KSEI for electronic voting.
5. In accordance with the provisions of Article 18 of POJK 15/2020, the meeting agenda
materials in the form of copies of electronic documents can be accessed and
downloaded through the Company's website (www.primarindo.co.id) from the date of
invitation until the meeting.
6 Before and during the Meeting, the Company will implement the health protocol that
will be strictly regulated and implemented by the company.
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AS IA I NFRAS TRU CTURE Tbk
7. The Notary, assisted by the Company's Securities Administration Bureau, will
examine and count attendance votes, as well as votes for decision-making on each
agenda item of the Meeting based on votes submitted by Shareholders through
eASY.KSEI, as well as those submitted at the meeting.
8. To facilitate the arrangement and order of the Meeting, the Shareholders or their
proxies are respectfully requested to be present in the Meeting room at 10.30 WIB.
Jakarta, May 29 2024
PT PRIMARINDO ASIA INFRASTRUCTURE, Tbk
Board of Directors
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