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20240529_BKSL_Pemanggilan RUPS_31643630_lamp2.pdf

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Page 1
                                  SUMMONS
                             To the Shareholders of
                     PT Sentul City Tbk (the "Company")
             Summons for the Annual General Meeting of Shareholders
                               PT SENTUL CITY Tbk


The Board of Directors of PT SENTUL CITY Tbk, domiciled in South Jakarta (the
“Company”), hereby invites the Company's shareholders to attend the Company's
Annual General Meeting of Shareholders (the "Meeting"), which shall be held on:

Day/date             : Thursday, 20 June 2024
Time                 : At 09.30 WIB until finished
Venue                : Orchid Room at Hotel Neo Green Savana, Sentul City,
                       Bogor Regency 16810

With the agenda of the Meeting as follows:
1. Approval and ratification of the Annual Report for the financial year ended December
   31, 2023, which consists of:
   a. Report on the management of the Company by the Board of Directors and Report
       on the course of supervision of the Company by the Board of Commissioners
       during the financial year 2023.
   b. Financial Statements for the Financial Year ended December 31, 2023, which
       have been audited by Public Accounting Firm Tanubrata Sutanto Fahmi Bambang
       and Partners;
   Explanation: the above agenda is in accordance with Article 9 paragraph 4 letter a, letter
   b, Article 9 paragraph 5, Article 20 paragraph 5 of the Company's articles of association
   and Article 66 paragraph 1, Article 69 paragraph 1, Law Number 40/2007, concerning
   Limited Liability Companies.
2. Approval of the use of the Company's net profits for the financial year ended
   December 31, 2023.
   Explanation: the above agenda is in accordance with Article 9 paragraph 4 letter c,
   Article 20 paragraph 5, Article 21 paragraph 1, Article 22 paragraph 1, the
   Company's articles of association and Article 70, 71 Law Number 40/2007,
   concerning Limited Liability Companies.
3. Delegation of authority to the Board of Commissioners of the Company to determine
   salaries and allowances for members of the Board of Commissioners and members of the
   Board of Directors of the Company whose implementation shall be adjusted to applicable
   regulations.
   Explanation: the above agenda is in accordance with the provisions of Article 14 paragraph
   11, Article 17 paragraph 9, the Company's articles of association and takes into account
   POJK No.34/POJK.04/2014.
4. Dismissal and Appointment of the Board of Directors and Board of Commissioners
   of the Company.
   Explanation: the above agenda is in accordance with the Company's articles of association
   Article 14 paragraph 3 and Article 17 paragraph 2
Page 2
5. Appointment of a Public Accountant who shall audit the Company's financial statements
   for the financial year ended December 31, 2024.
   Explanation: the above agenda is in accordance with Article 9 paragraph 4 letter d of the
   Company's articles of association and Article 68 of Law Number 40/2007, concerning
   Limited Liability Companies and POJK 10/2017.

Notes:
1. The Company shall not deliver special invitations to shareholders, because the
    Summons shall be valid as an official invitation. The summons may also be seen on
    the Company's website http://www.sentulcity.co.id and eASY.KSEI application.
2. Materials related to the agenda of the Meeting shall be available at the Company's
    office from the date of the Summons on May 29, 2024 until the Meeting is held on
    June 20, 2024, according to the Company's information above.
3. Each shareholder entitled to attend the Meeting shall be a shareholder whose name is
    recorded in the Company's Register of Shareholders at the close of Stock Exchange
    trading hours on May 28, 2024.
4. Participation of shareholders in the Meeting may be made with the following
    mechanisms:
     a. physically present at the Meeting; or
     b. attending the Meeting electronically through the eASY.KSEI application.
5. Shareholders who may attend in person electronically as mentioned in point 4 letter b
    shall be local individual shareholders whose shares are held in the KSEI's collective
    custody.
6. To use the eASY.KSEI application, shareholders may access the menu eASY.KSEI,
    eASY.KSEI Login submenu located at the AKSes facility (https://akses.ksei.co.id/).
7. Before determining participation at the Meeting, shareholders shall read the
    provisions submitted through the summons and other provisions related to the
    implementation of the Meeting based on the authority determined by each Company.
    Other provisions may be seen through the document attachment on the 'Meeting Info'
    feature on the eASY.KSEI application and/or the Meeting summons found on the
    relevant Company's website page. The Company reserves the right to determine other
    requirements in connection with the participation of its shareholders or proxies who
    shall be physically present at the Meeting.
8. For shareholders who shall attend the Meeting physically or shareholders who shall
    exercise their voting rights through the eASY.KSEI application, may inform their
    attendance or appoint their proxies, and/or submit their voting choices into the
    eASY.KSEI application.
9. The deadline for declaring attendance or power of attorney and vote in the
    eASY.KSEI application shall be 12.00 WIB in 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 shall be required to fill in the attendance list by showing the
    original proof of identity.
11. The implementation of the Meeting shall be performed as efficiently as possible
    without reducing the validity of the implementation of the Meeting in accordance
    with the provisions of POJK No. 15/2020. Shareholders who are unable to attend the
    Meeting and shall grant the power of attorney to attend the Meeting (non-
    electronically), then the power of attorney shall be granted on the following
    conditions:
Page 3
    a. The format of the power of attorney may be downloaded on the Company's
       website starting from the date of the summons of the Meeting and the power of
       attorney shall be filled in accordance with the instructions contained therein and
       submitted to the Board of Directors of the Company through PT RAYA SAHAM
       REGISTRA as the Company's Securities Administration Bureau ("BAE"), no
       later than 16:00 WIB, June 19, 2024, which is 1 (one) working day before the
       Meeting is held;
    b. For the Company's Shareholders signing a power of attorney abroad, the power of
       attorney shall be legalized by the Embassy/Consulate General of the Republic of
       Indonesia in the local country;
12. For Shareholders (individuals/legal entities)/Proxies who are physically present shall
    be requested to bring the following documents:
     a. For individual Shareholders, a photocopy of legitimate and valid identification
        (Identity Card/KTP or passport);
     b. For Shareholders in the form of legal entities, a photocopy of the Articles of
        Association and its amendments along with the latest composition of the
        management;
     c. For Power of Attorney, a valid power of attorney by attaching a photocopy of
        proof of identity of the principal and the proxy.
13. For shareholders who shall attend or grant the power of attorney electronically to the
    Meeting through the eASY.KSEI application shall pay attention to the following:
     a. Registration Process;
          i. Local individual shareholders who have not provided a declaration of
               attendance or power of attorney in the eASY.KSEI application by the
               deadline in point 9 and wish to attend the Meeting electronically are
               required to register attendance in the eASY.KSEI application on the date of
               the Meeting until the registration period of the Meeting is electronically
               closed by the Company.
        ii. Local individual shareholders who have provided attendance declaration but
            have not given a minimum voting option for 1 (one) Meeting agenda in
            eASY.KSEI application until the deadline in point 9 and wish to attend the
            Meeting electronically, shall register attendance in eASY.KSEI application
            on the date of Meeting until the registration period of the Meeting is
            electronically closed by the Company.
        iii. Shareholders who have granted the power of attorney to the proxy provided
             by the Company (Independent Representative) or Individual Representative
             but the shareholders have not given a minimum voting option for 1 (one)
             agenda of the Meeting in the eASY.KSEI application until the deadline in
             point 9, then the proxy representing the shareholders must register
             attendance in the eASY.KSEI application on the date of the Meeting until
             the registration period the Meeting is electronically closed by the Company.
        iv. Shareholders who have given power of attorney to the
            participant/Intermediary proxy (Custodian Bank or Securities Company)
            and have voted in the eASY.KSEI application until the deadline in point 9,
            then the proxy representative who has been registered in the eASY.KSEI
            application must register attendance in the eASY.KSEI application on the
            date of the Meeting until the registration period the Meeting is electronically
            closed by the Company.
Page 4
   v.   Shareholders who have given a declaration of attendance or given power of
        attorney to the proxy provided by the Company (Independent
        Representative) or Individual Representative and have given a minimum
        voting option for 1 (one) or to all agenda of the Meeting in the eASY.KSEI
        application no later than the deadline in point 9, then the shareholder or
        proxy does not need to register attendance electronically in the application
        eASY.KSEI on the date of the Meeting.
        Share ownership will automatically count towards quorum attendance and
        voting options that have been cast will be automatically counted in Meeting
        voting.
   vi. Delay or failure in the electronic registration process as referred to in
       numbers i – iv for any reason will result in shareholders or their proxies not
       being able to attend the Meeting electronically, and their share ownership is
       not counted as a quorum of attendance at the Meeting.
b. Electronic Question and/or Opinion Submission Process
   i.   Shareholders or proxies have 3 (three) opportunities to submit questions
        and/or opinions at each discussion session per agenda of the Meeting.
        Questions and/or opinions per agenda of the Meeting can be submitted in
        writing by shareholders or proxies by using the chat feature in the
        'Electronic Opinions' column available in the E-Meeting Hall screen in the
        eASY.KSEI application. Provision of questions and/or opinions can be
        done as long as the status of the Meeting in the 'General Meeting Flow Text'
        column is "Discussion started for agenda item no. [ ]".
   ii. The determination of the mechanism for conducting discussions per agenda
       of the Meeting in writing through the E-Meeting Hall screen in the
       eASY.KSEI application is the authority for each Company and this will be
       stated by the Company in the Meeting Implementation Rules through the
       eASY.KSEI application.
   iii. For proxy recipients who attend electronically and will submit questions
        and/or opinions of their shareholders during the discussion session per
        agenda of the Meeting, it is required to write down the name of the
        shareholders and the size of their share ownership followed by related
        questions or opinions.
c. Voting Process
   i.   The electronic voting process takes place in the eASY.KSEI application on
        the E-Meeting Hall menu, Live Broadcasting sub menu.
   ii. Shareholders who are present alone or represented by their proxies but have
       not given voting options in the agenda of the Meeting as referred to in point
       13 letter a numbers i – iii, then shareholders or their proxies have the
       opportunity to submit their voting choices during the voting period through
       the E-Meeting Hall screen in the eASY.KSEI application opened by the
       Company. When the electronic voting period per agenda of the Meeting
       begins, the system automatically runs the voting time by counting down a
       maximum of 3 (three) minutes. During the electronic voting process, you
Page 5
        will see the status "Voting for agenda item no [ ] has started" in the
        'General Meeting Flow Text' column. If the shareholder or his proxy does
        not provide voting options for the agenda of a particular Meeting until the
        status of the Meeting as seen in the column 'General Meeting Flow Text'
        changes to "Voting for agenda item no [ ] has ended", it will be considered
        as voting abstention for the agenda of the Meeting concerned.
   iii. Voting time during the electronic voting process is the standard time set on
        the eASY.KSEI application. Each Company can set a policy of electronic
        direct voting time per agenda in the Meeting (with a maximum time of 3
        (three) minutes per agenda of the Meeting) and will be stated in the Rules of
        Meeting Implementation through the eASY.KSEI application.
d. Live Streaming of Meeting Implementation
   i.   Shareholders or their proxies who have been registered in the eASY.KSEI
        application no later than the deadline in point 9 can watch the ongoing
        Meeting through a Zoom webinar by accessing the eASY.KSEI menu, a
        submenu       of     Tayangan         RUPS located    at    the   AKSes
        (https://akses.ksei.co.id/) facility.
   ii. Tayangan RUPS has a capacity of up to 500 participants, where the
       attendance of each participant will be determined on a first come first serve
       basis. For shareholders or their proxies who do not have the opportunity to
       witness the implementation of the Meeting through the Tayangan RUPS,
       they are still considered valid to attend electronically and share ownership
       and voting options are taken into account at the Meeting, as long as they
       have been registered in the eASY.KSEI application as stipulated in point 13
       letter a numbers i – v.
   iii. Shareholders or their proxies who only witness the implementation of the
        Meeting through the Tayangan RUPS but are not registered to be present
        electronically on the eASY.KSEI application in accordance with the
        provisions in point 13 letter a number i – v, then the presence of
        shareholders or their proxies is considered invalid and will not be included
        in the calculation of quorum attendance of the Meeting.
   iv. Shareholders or their proxies who witness the implementation of the
       Meeting through the Tayangan RUPS have a raise hand feature that can be
       used to ask questions and/or opinions during the discussion session per
       agenda of the Meeting. If the Company allows by activating the allow to
       talk feature, shareholders or their proxies can submit questions and/or
       opinions by talking directly. The determination of the mechanism for
       conducting discussions per agenda of the Meeting using the allow to talk
       feature contained in the Tayangan RUPS is the authority of each Company
       and this will be stated by the Company in the Rules of Conduct for Meeting
       Implementation through the eASY.KSEI application.
   v.   To get the best experience in using the eASY.KSEI application and/or
         Tayangan RUPS, shareholders or their proxies are advised to use the
        Mozilla Firefox browser .
Page 6
14. In accordance with the provisions of Article 42 paragraph (1) letter a of the
    Company's Articles of Association and Article 48 of POJK No. 15/2020, The
    Company's Shareholders are not entitled to authorize more than one proxy for part of
    the number of shares owned by them with different votes, except:
    a. Custodian Bank or Securities Company as Custodian representing its customers
       who are shareholders of the Company;
    b. Investment Manager who represents the interests of the Mutual Fund he manages.
15. By prioritizing the principles of prudence and vigilance against the latest
    developments related to the Coronavirus Disease 2019 ("COVID-19") pandemic,
    as well as compliance with applicable COVID-19 prevention and control
    regulations, the Company hereby conveys to the Shareholders or Attorneys who
    will remain physically present at the Meeting to be obliged to follow and pass the
    security and health protocols applicable at the Meeting venue as follows:
    a. Wear a mask properly while in the Meeting venue and during the Meeting;
    b. Washing hands/using hand sanitizer before entering the meeting place;
    c. Not currently having a body temperature above 37.5º C based on the Company's
       examination;
    d. Fill out the Health Statement Letter provided by the registration officer before
       entering the Meeting place;
    e. Follow the direction of the Meeting committee in implementing physical
       distancing policies at the Meeting place, both before, during and after the Meeting
       is over;
    f. Shareholders/Proxies who are sick, even though their body temperature is still
       within the normal threshold, are not allowed to enter the Meeting premises;
    g. Shareholders/Proxies who cough or sneeze at the Meeting premises, are kindly
       requested to leave the Meeting premises;
    h. The Company will announce on the Company's website if there are changes and/or
       additions to information related to the procedures for conducting the Meeting by
       referring to the latest conditions and developments regarding the prevention of the
       spread of the COVID-19 virus.

                                Jakarta, 29 May 2024
                         Board of Directors of the Company

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linked org Sentul City Tbk p.1 ×9
unresolved org PT RAYA SAHAM REGISTRA p.3

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