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20240528_WSBP_Pemanggilan RUPS_31643588_lamp3.pdf
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INVITATION OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT WASKITA BETON PRECAST TBK
The Board of Directors of PT Waskita Beton Precast Tbk (hereinafter referred to as the
"Company") domiciled in East Jakarta, having its address at Jl. MT. Haryono Kav. No. 10A,
hereby invites the Shareholders of the Company to attend the Annual General Meeting of
Shareholders for Fiscal Year 2023 (the “Meeting”) which will be held on:
Day/Date : Wednesday, 19th June 2024
Time : 14.00 Western Indonesia Time (WIB) - finish
Place : Waskita Heritage Building
Auditorium, 11th floor
Jl. M.T Haryono Kav No.10, East Jakarta.
With the Meeting Agenda as follows :
1. Approval of the Company's Annual Report including the Board of Commissioners’
Supervisory Duty Report and ratification of the Audited Financial Statements for the Fiscal
Year ending on December 31st, 2023, as well as granting full settlement and discharge of
responsibilities (volledig acquit et de charge) to the Board of Directors for the
Management actions and the Board of Commissioners for the Supervisory actions of the
Company that have been carried out during the 2023 Fiscal Year;
2. Determination the Use of the Company's Net Profits for the Fiscal Year 2023;
3. Appointment of a Public Accounting Firm to audit the Company's Financial Statements for
the Fiscal Year ending on December 31st, 2024;
4. Determination of the amount of the Board of Directors' Salary, Honorarium of the Board
of Commissioners for 2024 and Tantiem for the Members of the Board of Directors and
Board of Commissioners of the Company for the 2023 Fiscal Year;
5. Approval for the Withdrawal of the Company’s Shares by Reducing Company’s Capital
regarding the Obligation of the Company to Transfer Shares from Buyback Transaction
(Treasury Stock);
6. Approval for the Write-Off of Company’s Fixed Asset;
7. Changes of the Compositions of the Company’s Management.
With the explanation of the Meeting Agenda as follows :
1. The 1st Meeting Agenda, is an annual agenda item held to comply with the provisions of
Law No. 40 of 2007 concerning Limited Liability Companies (“UUPT”) and the Company's
Articles of Association regarding the approval of the Annual Report, including ratification
of the Company's Annual Financial Statements and reports on the supervisory duties of
the Board of Commissioners;
2. The 2nd Meeting Agenda, is an annual agenda item held to comply with the provisions of
UUPT and the Company's Articles of Association state that the determination of the use
of net profit is decided at the General Meeting of Shareholders ("GMS");
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3. The 3rd Meeting Agenda, is an annual agenda item held to comply with the provisions of UUPT and the Company's Articles of Association state that the appointment and dismissal of a public accountant and/or public accounting firm is decided at the GMS; 4. The 4th Meeting Agenda, is an annual agenda item held to comply with the Company's Articles of Association state that the determinations of the amount of the Board of Directors' Salary, Board of Commissioners Honorarium and Tantiem for the Members of the Board of Directors and Board of Commissioners of the Company are determined at the GMS; 5. The 5th Meeting Agenda, is agenda in regards to withdrawal of company’s 1.845.281.000 series B treasury stocks through capital reduction to comply with UUPT and Financial Services Authority Number 30/POJK.04/2017 concerning about Shares buyback that have been issued by the public company; 6. The 6th Meeting Agenda, is agenda item held to comply with the Verdict of the Central Jakarta District Court No. 57/Pid.Sus-TPK/2023/PN.Jkt.Pst, Verdict of the Central Jakarta District Court No. 62/Pid.Sus-TPK/2023/PN.Jkt.Pst, and Regulation of the Minister of State-Owned Enterprises No. PER-02/MBU/2010 stipulating that the Write-Off of Fixed Assets can be conducted based on statutory regulations and/or legally binding court rulings, which decided/determined at the GMS; 7. The 7th Meeting Agenda, is held to comply with the UUPT and the Company's Articles of Association, and the Financial Services Authority Regulation No. 33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Issuers or Public Companies, stipulating that Changes in the Composition of the Board of Directors and/or Board of Commissioners of the Company must obtain the approval of the General Meeting of Shareholders. Attendance Quorum : The 1st Meeting Agenda to 4th , and 7th Meeting Agenda According to the provisions of Article 86 paragrah (1) UUPT, juncto Article 14 paragraph 2 point (1) letter a of the Company's Articles of Association, juncto Article 41 paragraph (1) letter a of the Financial Services Authority Regulation No. 15/POJK.04/2020 concerning the Planning and Implementation of the General Meeting of Shareholders of Public Companies (“POJK 15/2020”), the Meeting is legitimate and entitled to make binding decisions if it is attended by Series A Shareholders or the other Shareholders which collectively represent more than 1/2 (a half) share of the total number of shares with valid voting rights. The 5th Meeting Agenda According to the provisions of Article 44 paragraph (1) juncto Article 88 paragraph (1) UUPT, juncto Article 14 paragraph (4) of the Company's Articles of Association, juncto Article 42 POJK 15/2020, the Meeting is legitimate and entitled to make binding decisions if it is attended by Series A Shareholders or the other Shareholders which collectively represent more than 2/3 (two-thirds) share of the total number of shares with valid voting rights. The 6th Meeting Agenda According to the provisions of Article 14 paragraph 2 point (5) letter a of the Company's Articles of Association juncto Article 43 paragraph (a) letter a POJK 15/2020, the Meeting is legitimate and entitled to make binding decisions if it is attended by Series A Shareholders or the other Shareholders which collectively represent more than 3/4 (three-fourths) share of the total number of shares with valid voting rights.
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Notes :
1. The Company does not send a separate invitation to the Company's Shareholders because
this Invitation is valid as an official invitation. This Invitation can also be seen on the
Company's website (https://investor.waskitaprecast.co.id/gms.html), the Indonesia Stock
Exchange website (“Stock Exchange”), and the website of the Indonesian Central
Securities Depository (“KSEI”).
2. Based on Article 12 paragraph 15 point 2 of the Company's Articles of Association, those
entitled to attend/represent and vote at the Meeting are the Company's Shareholders
whose names are registered in the Company's Shareholders Register or Shareholders in
the Securities Account at the Collective Custody of PT Kustodian Sentral Efek Indonesia
("KSEI") at the close of stock trading, which is May 27th , 2024 until 16.00 WIB.
3. The Company's Shareholders and/or their proxies who will attend the Meeting are asked
to bring and submit a photocopy of their Identity Card (KTP) or other valid and valid proof
of identity to the registrar before entering the Meeting room. Shareholders of the
Company in the form of a Legal Entity are required to bring and submit a photocopy of
their Articles of Association and its amendments along with the latest deed of appointment
of the Board of Directors. Shareholders of the Company whose shares are included in
KSEI's collective custody are required to bring and submit the original Written
Confirmation for the Meeting ("KTUR").
4. Participation of Shareholders in the Meeting, can be done with the following mechanism:
a. attend the meeting physically; or
b. attend the Meeting electronically through the KSEI Electronic General Meeting System
(“eASY KSEI”) application.
5. The Company urges Shareholders to be able to grant power of attorney to other parties
appointed by Shareholders with the following mechanism:
a. the mechanism for granting power of attorney through the eASY KSEI facility
provided by KSEI, as an electronic power of attorney mechanism ("e-Proxy") in
organizing the Meeting which will be available to the Shareholders of the Company
who are entitled to attend the Meeting from the date of this Invitation until 1 (one)
day prior to the Meeting, which is June 18th, 2024. Guidelines for registration, use
and further explanation regarding eASY.KSEI can be seen on the website
(https://easy.ksei.co.id), or
b. using the power of attorney form available on the Company's website
(https://investor.waskitaprecast.co.id/gms.html), with the following conditions:
i. Members of the Board of Directors, members of the Board of Commissioners and
employees of the Company may act as proxies for the Company's Shareholders at
the Meeting, but the votes they cast are not counted in the voting;
ii. Proxy of the Company's Shareholders who will attend the Meeting are requested
to bring and submit the original power of attorney which has been completed and
signed by attaching a photocopy of Identity Card (KTP) or other valid and valid
proof of identity on behalf of the Company's Shareholders as the Authorizer along
with documents as referred to the item 3 above to the registration officer before
entering the Meeting room.
c. by continuing to prioritize the precautionary principle regarding the development of
current conditions in the surrounding environment, the Company provides an
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opportunity for every Shareholder who decides not to attend the Meeting, to give
power of attorney to an independent party, without prejudice to the Shareholders'
rights to attend, submit questions, opinions and/or suggestions as well as voting at
the Meeting, and the votes issued by their proxies at the Meeting are counted in the
voting. The power of attorney is given to the recipient of the power of attorney who
has complied with the provisions of Article 85 UUPT, in which the recipient of the
power of attorney is not a member of the Board of Directors, Board of Commissioners
and employees of the Company.
6. Shareholders who can attend electronically as referred to in point 4 letter b are local
individual Shareholders and or legal entity (company) whose shares are kept in KSEI's
collective custody.
7. To use the eASY.KSEI application, Shareholders can access the eASY.KSEI menu, the
eASY.KSEI Login sub-menu located in the AKSes facility (https://akses.ksei.co.id/).
8. Prior to determining participation in the Meeting, Shareholders are required to read the
provisions conveyed through this Invitation and other provisions related to the
implementation of the Meeting based on the authority set by each Company. Other
provisions can be seen through document attachments in the 'Meeting Info' feature on
the eASY.KSEI application and/or the Invitation to the Meeting which is located on the
related Company’s website page. The Company has the right to determine other
requirements regarding the participation of Shareholders or their proxies who will
physically attend the Meeting.
9. Shareholders who will exercise their voting rights through the eASY.KSEI application can
inform their presence or appoint their proxies, and/or submit their voting choices to the
eASY.KSEI application.
10. The deadline for submitting an electronic declaration of presence or electronic proxy (e-
proxy) and electronic voting in the eASY.KSEI application is no later than 12.00 WIB on
1 (one) business day before the date of the Meeting.
11. Shareholders who will attend or provide power of attorney electronically at the Meeting
through the eASY.KSEI application must pay attention to the following matters:
a. Registration Process
i. Shareholders of the local individual type who have not provided a declaration of
attendance or power of attorney in the eASY.KSEI application by the deadline in
point 11 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
electronic registration period for the Meeting is closed by the Company.
ii. Shareholders of the local individual type who have declared attendance but have
not voted on the Meeting agenda in the eASY.KSEI application by the deadline
in point 11 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
electronic registration period for the Meeting is closed by the Company.
iii. Shareholders who have given power of attorney to the proxies provided by the
Company (Independent Representative) or Individual Representative but the
Shareholders have not voted on the Meeting agenda in the eASY.KSEI application
by the time limit in point 11, then the proxies representing the Shareholders
must register attendance in the eASY.KSEI application on the date of the Meeting
until the electronic registration period for the Meeting is closed by the Company.
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iv. Shareholders who have given power of attorney to participant/intermediary
proxy (Custodian Banks or Securities Companies) and have voted in the
eASY.KSEI application until the deadline in point 11, then the proxy
representative who has registered in the eASY.KSEI application is required to
registration of attendance in the eASY.KSEI application on the date of the
Meeting until the electronic registration period for the Meeting is closed by the
Company.
v. Shareholders who have declared attendance or given power of attorney to the
power of attorney provided by the Company (Independent Representative) or
Individual Representative and have voted on the Meeting agenda in the
eASY.KSEI application no later than the deadline in point 11, then the
Shareholders or the proxy does not need to register attendance electronically in
the eASY.KSEI application on the date of the Meeting. Share ownership will
automatically be calculated as a quorum of attendance and the votes that have
been cast will be automatically counted in the voting for the meeting.
vi. Any delay or failure in the electronic registration process as referred to in number
i-iv for any reason will result in the Shareholders or their proxies being unable to
attend the Meeting electronically, as well as their share ownership is not counted
as a quorum for attendance at the Meeting.
b. Process of Submitting Questions and/or Opinions Electronically
i. Shareholders or proxies have 2 (two) opportunities to submit questions and/or
opinions in the discussion session on the agenda of the Meeting. Questions
and/or opinions for the agenda of the Meeting can be submitted in writing by
Shareholders or their proxies by using the chat feature in the 'Electronic Opinions'
column available on the E-Meeting Hall screen on the eASY.KSEI application.
Giving 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 on the agenda
of the Meeting in writing through the E-Meeting Hall screen on the eASY.KSEI
application is the authority of each Company and this matter will be set forth by
the Company in the Rules of Conducting Meetings through the eASY.KSEI
application.
iii. For the power of attorney who is present electronically and will submit questions
and/or opinions of the Shareholders during the discussion session on the agenda
of the Meeting, they are required to write down the names 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 themselves or are represented by their proxies
but have not cast their vote on the agenda of the Meeting as referred to in point
12 letter a number i-iii, then the Shareholders or their proxies have the
opportunity to submit their vote 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 for the Meeting agenda begins, the system will
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automatically run the voting time by counting backwards 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 the Shareholders or their proxies do not vote for certain agenda items
until the status of the Meeting as shown in the 'General Meeting Flow Text'
column changes to “Voting for agenda item no [ ] has ended”, then it will be
deemed to have voted Abstain for the relevant agenda of the Meeting.
iii. Voting time during the electronic voting process is the standard time specified in
the eASY.KSEI application. The Company can set a direct electronic voting time
policy for agenda items in the Meeting (with a maximum time of 5 (five) minutes
for Meeting agendas) and will be set forth in the Rules of Conducting Meetings
through the eASY.KSEI application.
d. Live Broadcast of the Meeting
i. Shareholders or their proxies who have registered in the eASY.KSEI application
no later than the deadline in point 11 can watch the ongoing Meeting via the
Zoom webinar by accessing the eASY.KSEI menu, the GMS Impressions sub-
menu located in the AKSes facility (https:/ /access.ksei.co.id/).
ii. GMS broadcasts have 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 get the opportunity to witness the
implementation of the Meeting through the GMS Impressions are still considered
valid to attend electronically and share ownership and voting choices are taken
into account at the Meeting, as long as they have been registered in the
eASY.KSEI application as stipulated in item 12 letter a number i – vi.
iii. Shareholders or their proxies who only witness the implementation of the
Meeting via GMS Impressions but are not registered as present electronically on
the eASY.KSEI application in accordance with the provisions in point 12 letter a
numbers i – vi, then the presence of the Shareholders or their proxies is
considered invalid and will not be included in the meeting attendance quorum
calculation.
iv. Shareholders or their proxies who witness the implementation of the Meeting
through the GMS Impressions have the raise hand feature which can be used to
ask questions and/or opinions during the discussion session on the agenda of
the Meeting. If the Company permits by activating the allow to talk feature,
Shareholders or their proxies can submit questions and/or opinions by speaking
directly. It is the authority of each Company to determine the mechanism for
carrying out discussions on the agenda of the Meeting using the allow to talk
feature contained in the GMS Impressions.
12. 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.
13. Materials for the agenda of the Meeting in the form of electronic documents are available
on the Company's website (https://investor.waskitaprecast.co.id/gms.html) from the date
of the Invitation to the Meeting until the Meeting is held.
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14. In order to facilitate the arrangement and orderliness of the Meeting, the Shareholders
of the Company or their legal proxies are kindly requested to be present at the Meeting
venue no later than 45 (forty five) minutes before the Meeting begins.
Jakarta, May 28th 2024
Board of Directors
PT WASKITA BETON PRECAST TBK
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Financial Services Authority
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Central Jakarta District Court
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Indonesia Stock Exchange
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PT Kustodian Sentral Efek Indonesia
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