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20240529_BKSL_Pemanggilan RUPS_31643630_lamp2.pdf
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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
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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:
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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.
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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
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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 .
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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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PT RAYA SAHAM REGISTRA
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