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20240522_UNVR_Pemanggilan RUPS_31642336_lamp1.pdf

RUPS notice Text extracted UNVR

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Page 1
                                  NOTICE OF
                 THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
                          PT UNILEVER INDONESIA Tbk
                               (the "Company")

To comply with article 17 of The Financial Services Authority Regulation No.
15/POJK.04/2020 concerning the Plan and Implementation of the General Meeting of
Shareholders of Public Companies ("POJK 15/2020") and Article 13.11 of the Articles of
Association of the Company, the Board of Directors of the Company hereby convey this
notice to the Shareholders of the Company to attend the Annual General Meeting of
Shareholders ("Meeting"), which will be held on:

       Day/Date :    Thursday, 20th June 2024
       Venue    :    Head Office of the Company
                     Grha Unilever
                     Green Office Park Kav 3
                     Jalan BSD Boulevard Barat, BSD City
                     Tangerang
        Time     :   13:30 p.m. Western Indonesia Time – finished

The Agenda of the Meetings:
The Board of Directors of the Company propose the following matters to be discussed
and obtain approval from the Company's Shareholders:

1.      Approval of the Financial Statement of the Company and Approval of the
        Annual Report of the Company including the report on the supervisory duties of
        the Board of Commissioners of the Company for the accounting year ended on
        31st December 2023.
2.      Determination of the appropriation of the profit of the Company for the
        accounting year ended on 31st December 2023.
3.      Approval of the proposal on the designation of a Public Accountant and/or
        Public Accountant Firm to audit the books of Company for the accounting year
        ended on 31st December 2024 and determination of the honorarium of the Public
        Accountants as well as any other requirements of its appointment.
4.   a. Confirmation of the expiration of the term of office of members of the Board of
        Commissioners of the Company, including re-appointment of members of the
        Board of Commissioner of the Company.
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   b. Change in the composition of the Board of Directors of the Company
   c. Determination of remuneration of the members of the Board of Directors and the
       Board of Commissioners of the Company for the accounting year ended on 31
       December 2024.

Additional Explanation:
The first, second, third and fourth (paragraph c) of the agenda are the regular
agendas to be discussed and decided in every Annual General Meeting of
Shareholders of the Company. In relation to the fourth (paragraph a) agenda item, it
will discuss the re-appointment of members of the Board of Commissioner of the
Company. In relation to the fourth (paragraph b) agenda item, it will discuss the
proposed change in the composition of the Board of Directors of the Company.

Further and detailed explanation of each agenda of the Meeting can be accessed
through     the     Company's      website:     https://www.unilever.co.id/unilever-
indonesia/investor-relations/shareholder-information/agm-and-egm-related-
news/.

General Provisions:
1.   The Company will not provide separate individual invitation to each
     Shareholders of the Company, this notice is served as an official invitation. This
     notice can also be seen on the Company’s website (www.unilever.co.id), PT
     Bursa Efek Indonesia Indonesia (“IDX”) website (https://idx.co.id/) and PT
     Kustodian Sentral Efek Indonesia website (https://www.ksei.co.id/).
2.   The Shareholders of the Company who are entitled to attend the Meeting are
     the Shareholders of the Company whose names are validly recorded in the
     Register of Shareholders of the Company on 21st May 2024 at 16.00 WIB
     ("Authorized Shareholders") or their authorized proxy.
3.   Material Agenda of the Meeting namely profile resumes of prospective
     members of the Board of Directors whose appointment will be proposed at the
     Meeting, the Rules of Meeting and other documents related to the
     implementation of the Meeting are available and can be accessed and
     downloaded              through        the         Company's             website
     https://www.unilever.co.id/unilever-indonesia/investor-relations/shareholder-
     information/agm-and-egm-related-news/ until the date of the Meeting. The
     Company does not provide Meeting material in the form of hardcopy at the
     Meeting.
4.   In connection to the implementation of the Meeting through eASY.KSEI as
     referred to above, the Shareholders can participate in the Meeting through the
     following mechanism:
     a. electronic attendance at the Meeting through the eASY.KSEI application
         (https://akses.ksei.co.id/);
Page 3
      b. represented by another party by giving power of attorney electronically
           through the eASY.KSEI application (https://akses.ksei.co.id/) or give power
           conventionally; or
      c. physical attendance at the Meeting
5.    the Company strongly recommend the Shareholders to participate in the
      Meeting either by electronic attendance as described in item 4 letter a, or by
      granting electronic proxy (e-Proxy) through the eASY.KSEI application as
      referred to in item 9 letter a, with due observance of the following:
      i. the Company’s Shareholders that can use the eASY.KSEI application are
           local individual Shareholders whose shares are kept in the collective custody
           of KSEI;
      ii. the Company’s Shareholders must first register for the KSEI Securities
           Ownership Reference facility (“AKSes KSEI”). For the Shareholders that have
           not     been     registered,   please   register   through     the    website
           (https://akses.ksei.co.id/);
      iii. to use the eASY.KSEI application, the Shareholders can go to the eASY.KSEI
           menu, then click the eASY.KSEI Login submenu found on the AKSes facility
           (https://akses.ksei.co.id/)
the manual for registration, use, as well as further explanation of eASY.KSEI (e-Proxy
and e-Voting) can be obtained from the website (https://akses.ksei.co.id/).
6.    The Company’s Shareholders or their proxies that will electronically attend the
      Meeting through the eASY.KSEI application as referred to in item 4 letter a,
      should consider the following provisions:
      a. the Company’s Shareholders can declare their attendance electronically
           until 19 June 2024, 12:00 WIB (“Time frame for Attendance Declaration”)
           and to cast their votes through eASY.KSEI from the date of this Meeting
           notice until the Time frame for Attendance Declaration.
      b. For:
           (i)     the Company’s Shareholders that have not declared their electronic
                   attendance until the Time frame for Attendance Declaration;
           (ii)    the Company’s Shareholders that have declared their electronic
                   attendance but have not cast their votes until the Time frame for
                   Attendance Declaration;
           (iii)   the Individual Representatives and the independent Party appointed
                   by the Company (i.e., PT Sharestar Indonesia as the Company’s
                   Securities Administration Bureau (“BAE”)) that have received powers
                   of attorney from the Company’s Shareholders but the Shareholders
                   have not cast their votes until the Time frame for Attendance
                   Declaration;
           (iv)    the KSEI Participants/Intermediaries (Custodian Banks or Securities
                   Companies) that have received powers of attorney from the
Page 4
                Company’s Shareholders that have cast their votes through the
                eASY.KSEI application;
         It is mandatory to register through the eASY.KSEI application on the date of
         the Meeting from 08:30 am until 10:00 am.
     c. Any delay or failure to complete the electronic attendance registration
         process for any reason will result in the Shareholders or their proxies not
         being permitted to electronically attend the Meeting and their share
         ownership not being taken into account in the attendance quorum.
7.   the Company’s Shareholders holding the Company’s share in script form can
     grant power of attorney available on the Company’s website:
     https://www.unilever.co.id/
8.   The Company’s Shareholders or their proxies that will physically attend the
     Meeting (with the maximum capacity of 310 persons) as referred to in item 4
     letter c above are kindly requested to provide the registration officer with the
     original copy of the Written Confirmation to Attend the Meeting (“KTUR”) and
     the original copy of their Resident ID Card (“KTP”) or any other identity card
     before entering the Meeting room. The representative of the Company’s
     corporate Shareholders, in addition to providing the original copy of the KTUR
     and the original copy of their KTP or any other identity card, must also provide
     a copy of the latest Articles of Association and the deed containing the latest
     composition of the management of the Company they represent. Please also be
     aware to the Additional Notes on this notice.
9.   Any Shareholder of the Company may be represented by a proxy:
     a. by granting the power electronically (e-Proxy) through the eASY.KSEI
         application, provided further that such Shareholder is required to submit the
         power of attorney and vote, change the proxy and/or decide on the vote to
         cast on the Meeting agenda items, or revoke the power of attorney, all
         electronically through eASY.KSEI from the date of this Meeting notice until
         the Time frame for Attendance Declaration;
     b. by using a conventional power of attorney in the form as provided on the
         Company’s website (https://www.unilever.co.id/), subject to the following
         provisions:
         (i)    Any member of the Board of Directors, the Board of Commissioners,
                and any employee of the Company may act as a proxy for the
                Shareholders in the Meeting, but any vote they cast as a proxy will not
                be counted in the voting;
         (ii)   No Shareholder of the Company may grant power to more than one
                proxy for any part of his/her shares with different votes;
         (iii)  if the power of attorney as described in this item 9 letter b is signed
                outside the territory of the Republic of Indonesia, such power attorney
                must be signed before the local Notary Public and authenticated by
                the local embassy of the Republic of Indonesia;
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          (iv)   the Shareholders may grant power of attorney conventionally to
                 independent party designated by the Company namely Company’s
                 Securities Administration Bureau (“BAE”) representative, PT Sharestar
                 Indonesia.
          (v)    The form of power of attorney can be downloaded from the
                 Company’s website and the completed power of attorney must be
                 delivered to the SAB, having its office at SOPO DEL Office Tower &
                 Lifestyle Tower B Lantai 18, Jl. Mega Kuningan Barat III, Lot 10.1-6,
                 Kawasan Mega Kuningan, Jakarta Selatan 12950, Telp. 021-50815211
                 (“BAE Office”), on any business day from the date of the Meeting
                 Notice until at the latest 3 (three) working days before the Meeting is
                 held on 17 June 2024 until 16:00 WIB.
10.   the Company's Shareholders or their proxies can view the ongoing Meeting
      through a Zoom webinar by selecting the eASY.KSEI menu and the Tayangan
      RUPS      (GMS     Streaming)     submenu        on    the  AKSes.KSEI    website
      (https://akses.ksei.co.id/), subject to the following:
      a. the Company’s Shareholders or their proxies have been registered on the
          eASY.KSEI application by no later than 19 June 2024, 12:00 WIB.
      b. The GMS Video Streaming has a capacity of up to 500 participants, and the
          participant’s attendance will be determined on a first come first serve basis.
          The Company’s Shareholders or their proxies that cannot view the Meeting
          through the GMS Video Streaming will still be considered as validly
          attending the electronic Meeting and their share ownership and votes will
          be taken into account in the Meeting as long as they have been registered
          on the eASY.KSEI application.
      c. The Company’s Shareholders or their proxies that view the ongoing Meeting
          through the GMS Video Streaming but whose electronic attendance is not
          duly registered on the eASY.KSEI application will not be considered as validly
          attending the electronic Meeting and therefore their attendance will not be
          counted in the attendance quorum for the Meeting.
      d. To get the best experience in using the eASY.KSEI application and/or the GMS
          Video Streaming, the Shareholders or their proxies are advised to use the
          Mozilla Firefox browser.

Additional Information:
1).   Shareholders who have attended the Meeting venue but are prohibited from
      attending or are unable to enter the Meeting room because the reasons stated
      in this Notice can still exercise their rights by granting their power of attorney
      (to attend and give their voting rights at each agenda of the Meeting) to the
      independent party appointed by the Company (BAE Representative), by filling
      out and signing the Power of Attorney form provided by the Company at the
      Meeting site.
Page 6
2).   Considering the safety and health protocols as well as to facilitate the
      registration of attendance of shareholders, authorized shareholders or their
      authorized representatives are asked respectfully to be present in the meeting
      place on time at 12:30 WIB. To ensure a simple, concise, and effectiveness of the
      Meeting, the Meeting will start on time and the registration desk will be closed
      at 13:00 p.m. Western Indonesia Time or any other time if there is certain
      condition determined otherwise by the Meeting Committee. Authorized
      Shareholders or their authorized proxies who are present after 10:00 p.m.
      Western Indonesia Time will be considered absent, and therefore cannot submit
      proposals and/or questions and cannot vote in the Meeting.
3)    Shareholders or their proxies are required to study the material of the Meeting
      and the explanation of Meeting’s agenda, the Rules of Meeting prepared by the
      Company. Power of attorney and other supporting documents can be
      downloaded through the Company's website https://www.unilever.co.id/ The
      Company does not provide Meeting material in the form of hardcopy or
      softcopy in the form of flash disks.
4).   Taking into account the conditions and situation of the spread of Covid-19, the
      Company may make changes and/or additions to the latest information related
      to the procedures for the implementation of the Meeting which will be
      announced         further       through      the        Company's           website
      (https://www.unilever.co.id/)
5).   In the event of an emergency situation in which required the Company to hold
      a non- physical Meeting, the Company will hold the Meeting electronically
      without the physical presence of the Shareholders upon prior notice to the
      Company’s Shareholders.
6).   Shareholders or their proxies who will attend the Meeting physically are
      requested to register early no later than Wednesday, June 19, 2024 at 12:00
      Western Indonesia Time via the following link: https://forms.office.com/e/XcdZi4m5bj
7).   Questions or requests for other information related to the Meeting may be
      submitted/requested to the Company Email: unvr.indonesia@unilever.com and
      or Email BAE: sharestar.indonesia@gmail.com.

                             Tangerang, 22 May 2024
                         Board of Directors of the Company

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Names mentioned 5 people and organisations named in the text · linked when the evidence is strong

linked org UNILEVER INDONESIA Tbk p.1 ×2
possible org PT Bursa Efek Indonesia p.2
unresolved org Financial Services Authority p.1
unresolved org PT Kustodian Sentral Efek Indonesia p.2
unresolved org PT Sharestar Indonesia p.3 ×2

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