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20240528_GGRM_Pemanggilan RUPS_31643065_lamp1.pdf
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CONVENING NOTICE
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT. Perusahaan Rokok Tjap Gudang Garam Tbk (the "Company") invites Shareholders to attend the Annual General Meeting of Shareholders ("Meeting"), which
shall be held at:
Day/date : Friday, 28 June 2024
Time : 09.00 Western Indonesian Time
Place : Grand Surya Hotel
Jl. Dhoho No. 95, Kediri, Indonesia
with the following agenda:
1. Approval of the Company's Annual Report on the running of the Company's business during the fiscal year ending on the thirty-first of December two thousand
and twenty three (31-12-2023);
2. Ratification of the Balance Sheet and Profit and Loss Statement of the Company for the fiscal year ended on the thirty first day of December of the year two
thousand and twenty three (31-12-2023);
3. Approval of the determination of the use of the Company's profits for the fiscal year 2023; and
4. Appointment of the Public Accountant.
EXPLANATION ON THE MEETING AGENDA:
1. In connection with the Meeting agenda No. 1 mentioned above, the Company intends to seek its Shareholders' approval for Company's Annual Report for the fiscal
year 2023 to comply with Articles 69 of Law No. 40 of 2007 on Limited Liability Companies as amended by Law No. 6 of 2023 on the Enactment of Regulation of
the Government in Lieu of Law No. 2 of 2022 on Job Creation Into Law ("Company Law").
2. In connection with the Meeting agenda No. 2 mentioned above, the Company will present the profit or loss of the Company for the fiscal year 2023 and will propose
to the Shareholders of the Company to ratify the Balance Sheet and Profit and Loss Statement of the Company for the fiscal year 2023.
3. In connection with the Meeting agenda No. 3 mentioned above, this Meeting agenda is carried out to comply with Article 70 and Article 71 of the Company Law
as well as Article (22) of the Company's Articles of Associations regarding the use of the Company's profits for the fiscal year 2023.
4. In connection with the Meeting agenda No. 4 mentioned above, this Meeting agenda is carried out to comply with Article 11 paragraph (6) of the Company's Articles
of Association, Article 68 paragraph (1) letter c of the Company Law and Article 59 of the Financial Service Authority Regulation No. 15/POJK.04/2020 on Plans
and Implementation of Shareholders’ General Meeting of Public Companies.
NOTES:
1. In relation to the above Meeting, the Company will not send separate invitations to the Shareholders of the Company since this convening notice is constitute as
an official invitation. This convening notice can also be viewed on the Company's website and the eASY.KSEI application provided by PT. Kustodian Sentral Efek
Indonesia ("KSEI").
2. Participation of Shareholders in a Meeting, can be done with the following mechanism:
a. attend the Meeting in person; or
b. present with an electronic proxy (e-proxy) mechanism as regulated in the eASY.KSEI application provided by KSEI at the link https://akses.ksei.co.id/.
3. For Shareholders or their proxies who will be present in person at the Meeting or Shareholders who will exercise their voting rights in the eASY.KSEI application,
can inform their attendance or appoint their proxies and vote through the eASY.KSEI application on the https: // akses.ksei.co.id/.
4. For Shareholders who are unable to attend the Meeting in person but have used their voting rights in the eASY.KSEI application, the voting rights at the Meeting
will be represented by PT. Raya Saham Registra as the recipient of independent power of attorney appointed by the Company.
5. The Shareholders or their proxy(ies) who will attend the Meeting are required with due respect to submit copies of their Identity Card (Kartu Tanda Penduduk) or
other forms of identification (which is acceptable to the Board of Directors) to the registration personnel before entering the Meeting room. Shareholders who are
legal entities are required to submit a copy of the Articles of Association and its amendments, including the composition of the incumbent members of the Board
of Directors, within 7 days before the date of the Meeting to :
Corporate Secretary of the Company
Jalan Jend. A. Yani nomor 75-79, Jakarta Pusat 10510
Telp.: (021) 29557000, Fax: (021) 4243136
Attn.: Heru Budiman
6. Materials relating to the Meeting are available at the head office of the Company from the date of this convening notice and can be obtained upon requests in
writing to the Corporate Secretary of the Company or by accessing and downloading on the Company's official website and/or eASY.KSEI system.
7. The Shareholders whose shares are deposited at the collective depository of KSEI who plan to attend the Meeting shall register themselves with the member of
the Stock Exchange/Custodian Bank who holds the securities account at KSEI to obtain a Written Confirmation to the Meeting (Konfirmasi Tertulis Untuk Rapat or
KTUR).
8. The Shareholders of the Company who are entitled to be present or be represented at the Meeting are those whose names are recorded in the Register of
Shareholders of the Company (in accordance with our prior announcement) on 28 May 2024 up until 16.00 Western Indonesian Time.
9. a. The Shareholders who are unable to attend the Meeting may be represented by their proxy(ies) by providing a valid Power of Attorney which is acceptable
to the Board of Directors and/or power of attorney electronically;
b. The proxy(ies) must not necessarily a Shareholder of the Company, however, if any member of the Board of Commissioners, any member of the Board
of Directors or employee of the Company acts as a proxy of a Shareholder in the Meeting, then their vote in the Meeting will not be counted in the voting;
c. Shareholders whose addresses are registered outside Indonesia, must provide a Power of Attorney which shall be legalized by a Notary and the Indonesian
Embassy in the domicile of the said Shareholder.
10. The form of the Power of Attorney, other than electronic Power of Attorney (e-Proxy) provided through eASY.KSEI mechanism, can be obtained from and/or sent
to the Corporate Secretary during working hours of the Company.
11. The Power of Attorney(s) shall be received by the Board of Directors at the latest by 27 June 2024.
12. The Annual Report for the fiscal year that has recently ended, is available for review by the Shareholders at the head office of the Company as of the day of this
convening notice.
13. To facilitate the arrangement and for the sake of orderliness of the Meeting, the Shareholders or their proxies who will be present in person at the Meeting are
kindly requested to be at the Meeting venue 30 minutes before the Meeting starts. Registration of Meeting participants will be closed at 08.30 Western Indonesian
Time. Shareholders or their proxies who attend after 08.30 Western Indonesian Time are not permitted to register and attend the Meeting.
Kediri, 29 May 2024
Board of the Directors of the Company
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Perusahaan Rokok Tjap Gudang Garam Tbk
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PT. Kustodian Sentral Efek Indonesia
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Sentral Efek Indonesia
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PT. Raya Saham Registra
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