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20240522_KKES_Pemanggilan RUPS_31642420_lamp1.pdf
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INVITATION
ANNUAL GENERAL MEETING SHAREHOLDER AND
EXTRAORDINARY GENERAL MEETING SHAREHOLDER
PT KUSUMA KEMINDO SENTOSA TBK
The Board of Directors of PT Kusuma Kemindo Sentosa Tbk., domiciled in West Jakarta (hereinafter referred to as the “Company”) hereby
invites the shareholders of the Company to attend the Annual General Meeting of Shareholders (“AGMS”) and Extraordinary Gener al
Meeting of Shareholders (“EGMS”) hereinafter referred to as the “Meeting”, which will be held on:
Day / Date : Thursday, June 13, 2024
Time : 14:00 Western Indonesian Time – finish
Venue : PT. Catur Sentosa Adiprana Tbk. – CSA ACADEMY
Jl. Dan Moot Raya Km. 14, Jakarta Barat 11730
A. The agenda of the AGMS is as follows:
1. Approval and Ratification of the Annual Report for the 2023 Fiscal Year including the Company's Activity Report, the Board
of Commissioners' Supervisory Report and the Financial Report ending December 31, 2023.
2. Determination of the Use of the Company's Net Profits for the Fiscal Year 2023.
3. Appointment of a Public Accountant and/or Public Accounting Firm to audit the Company's Financial Statements for the 2024
Fiscal Year and granting authority to determine the honorarium of the Public Accountant and/or Public Accountant Firm and
other requirements.
4. Determination of salaries, honorarium and other allowances for members of the Board of Directors and Board of
Commissioners for Fiscal Year 2024.
5. Report on the Realization of Use of Public Offering Proceeds (”LRPD”).
B. The agenda of the EGMS is as follows:
1. Approval of Changes in the Use of Funds from the Company’s Public Offering.
2. Approval to guarantee the Company’s assets with a value of more than 1/2 (one half) part or all of the Company’s assets in
connection with obtaining funding or loan facilities from banks and/or other financial institutions for the Company.
The explanation of each Meeting Agenda is as follows:
1. The 1st to 4th agenda of AGMS are routine agenda and must be submitted by the Board of Directors at the Company's AGMS.
This is in accordance with the provisions in the Company's Articles of Association and Law No. 40 of 2007 concerning Limited
Liability Companies ("UUPT").
2. The 5th agenda of AGMS relates to the Realization Report Public Offering Proceeds (”LRPD”) from the Company’s Pu blic
Offering in accordance with the provisions in Financial Services Authority Regulation No. 30/POJK.04/2015 concerning Report
on the Realization of Use of Public Offering Proceeds.
3. The 1st agenda of the EGMS in connection with Financial Services Authority Regulation No. 30 /POJK.04/2015 concerning
about the Realization Report Public Offering Proceeds, the Company proposes to obtain approval from the GMS regarding
changes in the use of funds from the Company's public offering.
4. The 2nd Agenda of the EGMS, is related to obtaining Company funding which requires collateral for the Company's assets
which must obtain approval from the Company's General Meeting of Shareholders.
Notes:
1. The Company will not send a specific invitation to shareholders given that this invitation constitutes an official invitation to the
Company. This invitation can also be found at the Company’s website www.kks-chemicals.com and the eASY.KSEI.
2. Materials related to the Meeting agenda are available from the date of the Invitation on May 22, 2024 until the Meeting is held
on June 13, 2024, at the Company's office, Green Ville Maisonette Blok FA No. 12A, Duri Kepa, Jakarta 11510, Telephone
(021) 5656238 / 5656239, Facsimile (021) 5669443 / 5602025 , and can be downloaded through the Company's website, namely
www.kks-chemicals.com.
3. The shareholders who are entitled to attend or be represented at the Meeting are those whose names are lis ted in the
Shareholders Register of the Company as of the Stock Exchange on May 21, 2024.
For Shares deposited in the collective custody of PT Kustodian Sentral Efek Indonesia (“KSEI”), those entitled to or represented
at the Meeting are Shareholders who are registered in the Register of Shareholders issued by KSEI at the close of stock trading
on May 21, 2024.
4. Meetings are held using the Electronic General Meeting System provided by KSEI (“the eASY.KSEI application”). The
participation of shareholders in the meeting can be carried out with the following mechanism: :
a. physically attending the Meeting; or
b. electronically attending the Meeting through the eASY.KSEI.
c. present through power of attorney
5. Shareholders whose shares are placed in collective custody at KSEI, can attend the Meeting electronically or provide power of
attorney electronically to the Company's Securities Administration Bureau, namely PT Bima Registra through the eASY.KSEI
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application at the link https://access.ksei.co.id/ provided by KSEI as an electronic power of attorney mechanism in the process
of organizing the Meeting.
6. Apart from giving power of attorney electronically through the eASY.KSEI application, Shareholders who are entitled to attend
the Meeting can also provide power of attorney conventionally. The power of attorney form can be downloaded through
Company's website www.kks-chemicals.com or at the Securities Administration Bureau appointed by the Company, namely PT
Bima Registra, Satrio Tower, 9th Floor Zona AA, Jl. Prof. DR. Satrio Blok C4 Kuningan Setiabudi – Jakarta Selatan, Telephone
(021) 25984818, Facsimile (021) 25984819. All completed Power of Attorneys must be received by the Company no later than
June 10, 2024 through the Securities Administration Bureau of PT Bima Registra until 16.00 WIB.
7. Shareholders who are not attend the Meeting and represented by their proxies based on a conventional power of attorney,
provided that members of the Board of Directors, members of the Board of Commissioners and employees of the Company can
act as proxies for the Company's Shareholders at the Meeting, but the votes they cast are not counted in the voting.
8. Shareholders or their proxies who physically attend the Meeting are required to fill out the attendance list and submit a cop y of
their National Identity Card ("KTP") or other identification to the Meeting Officer before entering the Meeting Room. Shareholders
in the form of legal entities are required to bring copies of the Articles of Association and amendments thereto, Letters of
ratification/approval from the competent authority deed containing changes to the last management composition (who officiate
when the meeting is held).
9. To use the eASY.KSEI application, shareholders can access the application through the AKSes facility
(https://access.ksei.co.id/).
10. Before determining participation in the Meeting, shareholders must read the provisions conveyed through this Invitation as well
as other provisions related to the implementation of the Meeting based on the authority determined by each Company. Other
provisions can be seen in the attachment of the document on the 'Meeting Info' feature on the eASY.KSEI application and/or
the invitation to the Meeting found on the Company's website. The Company has the right to determine other requirements in
connection with the participation of shareholders or their proxies who will be physically present at the Meeting.
11. Shareholders who will exercise their voting rights through the eASY.KSEI application, can inform their presence or appoint their
proxies, and/or submit their vote in the eASY.KSEI application.
12. The deadline for submitting an electronic presence declaration or electronic power of attorney (e-proxy) and voting electronically
in the eASY.KSEI application is no later than June 12, 2024 at 12.00 PM.
13. Shareholders who will attend or provide power of attorney electronically to the Meeting through the eASY.KSEI application mus t
pay attention to the following:
a. Registration Process
i. Local individual type shareholders who have not provided a declaration of presence or power of attorney in the
eASY.KSEI application by the time limit in point 12 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 closed by the Company.
ii. Local individual type shareholders who have given a declaration of attendance but have not cast a minimum vote for 1
(one) Meeting agenda in the eASY.KSEI application until the deadline in point 12 and wish to attend the Meeting
electronically are required to register attendance in the eASY application. KSEI on the date of the Meeting until the
registration period of the Meeting is electronically closed by the Company.
iii. Shareholders who have given power of attorney to the proxies provided by the Company (Independent Representative)
or Individual Representatives but the shareholders have not cast a minimum vote for 1 (one) Meeting agenda in the
eASY.KSEI application until the deadline in item 12, the recipient the proxy 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.
iv. Shareholders who have given power of attorney to the participant/Intermediary proxy (Custodian Bank or Securities
Company) and have cast their vote in the eASY.KSEI application until the time limit in point 12, then the representative
of the proxy who has been registered in the eASY.KSEI application is obliged to attendance registration in the
eASY.KSEI application on the date of the Meeting until the registration period of the Meeting is electronically closed by
the Company.
v. Shareholders who have submitted their attendance declaration or authorized a Company-appointed Independent
Representative or Individual Representative and have provided their votes for a minimum of 1 (one) of the Meeting
agendas through the eASY.KSEI before the deadline mentioned on item 12 do not need to electronically register their
attendance through the eASY.KSEI on the Meeting’s date. Shares' ownership will be automatically calculated as an
attendance quorum and submitted votes will be automatically counted during the Meeting's voting process.
vi. Lateness or electronic registration failures, as mentioned in points number i – iv, for whatever reason that cause
shareholders or their representatives to not be able to electronically attend the Meeting, will prevent their shares from
being counted as a quorum for the Meeting.
b. Electronic Statements or Opinions Submission Process
i. Shareholders or proxies have 2 (two) opportunities to submit questions and/or opinions at each discussion session per
meeting agenda. Questions and/or opinions per meeting agenda can be submitted in writing by the shareholders or
proxies by using the chat feature in the 'Electronic Opinions' column available on the E-Meeting Hall screen in 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. For the proxies who attend electronically and will submit questions and/or opinions of their shareholders during the
discussion session per 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.
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c. The 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 are represented by their proxies but have not yet cast their vote on the agenda
of the Meeting as referred to in point 13 letter a number i – iii, then the shareholders or their proxies have the opportunity
to submit their vote directly during the voting period via a screen. The E-Meeting Hall in the eASY.KSEI application was
opened by the Company. When the electronic voting period per Meeting agenda begins, the system automatically runs
the voting time by counting down a maximum of 2 (two) minutes. During the electronic voting pr ocess, the status of
"Voting for agenda item no [ ] has started" will be seen in the 'General Meeting Flow Text' column. If the shareholders
or their proxies do not vote for a particular meeting agenda until the status of the meeting as shown in the 'Gener al
Meeting Flow Text' column changes to "Voting for agenda item no [ ] has ended", it will be considered as voting Abstain
for the agenda of the meeting concerned.
d. Watch The Meeting through Tayangan RUPS
i. Shareholders or their proxies who have been registered in the eASY.KSEI application at the latest until the deadline in
point 13 can witness the implementation of the ongoing Meeting through the Zoom webinar by accessing the eASY.KSEI
menu, the GMS Impressions submenu located at the AKSes facility (https:/ /access.ksei.co.id/).
ii. The GMS broadcast has 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 have the opportunity to witness the
implementation of the Meeting through the GMS Impressions are still considered valid to be present 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 point 13 letter a number i – v.
iii. Shareholders or their proxies who only witness the implementation of the Meeting through the GMS Impressions but
are not registered are present electronically on the eASY.KSEI application in accordance with the provisions in point 13
letter a number i – v, then the presence of the shareholder or proxies is considered invalid and will not included in the
calculation of the meeting attendance quorum.
iv. 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.
14. For orderliness in the conduct of the Meeting, Shareholders or their proxies who will be present are requested to be at the
Meeting venue no later than 30 (thirty) minutes before the Meeting begins.
15. The Company will re-announce if there are changes and/or additional information regarding the procedures for conducting the
Meeting.
Jakarta, May 22, 2024
Board of Directors
PT KUSUMA KEMINDO SENTOSA TBK
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