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20240522_IKAN_Pemanggilan RUPS_31641975_lamp1.pdf
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Notice of the Annual General Meeting of Shareholders
PT ERA MANDIRI CEMERLANG Tbk
The Board of Directors of PT ERA MANDIRI CEMERLANG Tbk, domiciled in North Jakarta (the
“Company”), hereby invited the Company’s shareholders to attend the Annual General Meeting of
Shareholders (“Meeting”), which will be held on:
Day/Date : Thursday, June 13, 2024;
Time : 10.00 WIB onwards;
Venue : Gongdangdia Cikini, M Floor, Aston Pluit Hotel and Residence, Jl. Pluit
Selatan No. 1, North Jakarta 14450, Indonesia
The Meeting agendas are 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 the Report
on the supervision of the Company by the Board of Commissioners for the financial year ended
on December 31, 2023;
b. Financial Statements and ratification of the balance sheet as well as the calculation of profit
and loss for the financial year ended on December 31, 2023 as well as granting and release
and full acquittal (acquit et de charge) to all members of the Board of Directors and members
of the Board of Commissioners of the Company for the management and supervision actions
they have taken for the financial year ended on December 31, 2023.
Explanation: the above agenda is in accordance with the provisions of (i) Article 9 paragraph (4)
letter a and letter b of the Company's Articles of Association, (ii) Article 66 paragraph
(1) and Article 69 paragraph (1) of Law Number 40 of 2007 concerning Limited Liability
Companies as partially amended by Law number 6 of 2023 concerning Government
Regulations in Lieu of Law number 2 of 2022 concerning Job Creation (“Company
Law”) and (iii) Article 41 paragraph (1) letter a Financial Services Authority Regulation
Number 15/POJK.04/2020 concerning the Plan and the Implementation of the General
Meeting of Shareholders of Public Company (“POJK No. 15/2020”).
2. Determination of the Company's profit and loss for the financial year ended on December 31, 2023.
Explanation: the above agenda is in accordance with the provisions of (i) Article 9 paragraph (4)
letter c of the Company's Articles of Association, (ii) Article 70 and Article 71 paragraph
(1) of the Company Law and (iii) Article 41 paragraph (1) letter a POJK No. 15/2020.
3. Determination of the amount of salary and other benefits for members of the Board of Directors and
members of the Board of Commissioners of the Company.
Explanation: the above agenda is in accordance with the provisions of (i) Article 14 paragraph (11)
and Article 17 paragraph (9) of the Company's Articles of Association, (ii) Article 96
and Article 113 of the Company Law and (iii) Article 41 paragraph (1) letter a POJK
No. 15/2020.
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4. Appointment of Public Accountant who will audit the Company's financial statements for the financial
year ending on December 31, 2024.
Explanation: the above agenda is in accordance with the provisions of (i) Article 9 paragraph (4)
letter d of the Company's Articles of Association, (ii) Article 68 of the Company Law,
(iii) Article 13 of POJK No. 13/POJK.03/2017 concerning the Use of Public
Accountants and Public Accounting Firms in Financial Services Activities and
(iv) Article 41 paragraph (1) letter a POJK No. 15/2020.
5. Re-appointment of the members of the Board of Directors and Board of Commissioners of the
Company.
Explanation: the above agenda is in accordance with the provisions of (i) Article 9 paragraph (4)
letter e of the Company's Articles of Association and (ii) Financial Services Authority
Regulation No. 33/POJK.04/2014 concerning the Board of Directors and Board of
Commissioners of Issuers or Public Company.
Note:
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 at http://www.indonesiaseafood.net and the application of eASY.KSEI.
2. Materials related to the Meeting are available at the Company’s website as of the Invitation date
on May 22, 2024 and up to the Meeting’s date on June 13, 2024, as the Company informed
above.
3. The shareholders who are entitled to attend or be represented at the Meeting are those whose
names are listed in the Shareholders Register of the Company as of the Stock Exchange’s
closing hour on May 21, 2024.
4. Shareholders can participate in the Meeting by either:
a. physically attending the Meeting; or
b. electronically attending the Meeting through the application of eASY.KSEI.
5. Shareholders who wish to attend electronically, as mentioned in item 4 letter b, must be local
individual shareholders who have shares deposited in KSEI’s collective custody.
6. Shareholders can utilize the eASY.KSEI by accessing eASY.KSEI menu, Login eASY.KSEI
submenu in the AKSes facility (https://akses.ksei.co.id/).
7. Prior to participating in the Meeting, shareholders must first read the terms presented in this
Invitation, as well as other stipulations related to Meeting as authorized by the Company. Other
terms can be found in the attached document on the ‘Meeting Info’ feature provided in the
eASY.KSEI and/or Meeting invitations posted at the websites of the respective Company. The
Company retains the rights to authorize more terms in relation to shareholders or shareholder
representatives’ physical participation in the Meeting.
8. Shareholders who wish to physically attend the Meeting or exercise their voting rights through
the eASY.KSEI, must first inform their attendance or the attendance of their appointed
representatives, and/or submit their votes through the eASY.KSEI.
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9. The deadline for declaring attendance, appointing representatives, or submitting votes through
the eASY.KSEI is set at 12:00 pm Western Indonesian Time (WIB) 1 (one) business day before
the Meeting’s date.
10. Prior to entering the Meeting room, all shareholders or their representatives who wish to
physically participate in the meeting must first fill in the attendance list and show original proofs
of identity.
11. The Meeting will be held as efficiently as possible without reducing the validity of the Meeting
in accordance with the provisions of POJK No. 15/2020. The Shareholders who are unable to
attend the Meeting and will give power of attorney to attend the Meeting (non-electronically),
can provide the power of attorney to attend the Meeting, with the following conditions:
a. The format of the power of attorney can be downloaded on the Company's
website as of the date of the summons to the Meeting and the power of attorney must
be filled in according to the instructions stipulated therein and submitted to the Board
of Directors of the Company through PT ADIMITRA JASA KORPORA as the
Company's Securities Administration Bureau (“BAE”), no later than before 16:00
Western Indonesia Time, June 12, 2024, namely 1 (one) business day before the
Meeting is held;
b. For the Company’s shareholders who signed the power of attorney abroad, the
pertaining power of attorney must be legalized by the Indonesian Embassy/Consulate
General of the Republic of Indonesia in the local country;
12. For Shareholders (individual/legal entity)/Proxies who are physically present, are requested to
bring the following documents:
a. For individual Shareholder, copy of valid personal identification
(Residential Identity Card/KTP or passport);
b. For legal entity Shareholder, copy of its articles of association and any
amendments thereto, together with the latest composition of the management, and
Single Business Number (NIB)/Tax Identification Number (NPWP);
c. For Proxy, a valid power of attorney enclosed with a copy of respective identification
documents of the authorizer and the attorney.
13. Shareholders who wish to attend or authorize a representative to attend the Meeting
electronically through the eASY.KSEI must consider the following points:
a. Registration Process:
i. Local individual shareholders who have not provided their
attendance declaration before the deadline mentioned on item 9, but
wish to attend the Meeting electronically, must first register their
attendance through the eASY.KSEI during the date of the Meeting
and before the time that the Company ends the Meeting's electronic
registration;
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ii. Local individual shareholders who have provided their attendance
declaration but have not submitted their vote on a minimum of 1
(one) of the Meeting agendas through the eASY.KSEI before the
deadline mentioned on item 9 and wish to attend the Meeting
electronically, must first register their attendance through the
eASY.KSEI during the date of the Meeting and before the time that
the Company ends the Meeting's electronic registration;
iii. Shareholders who have authorized the Company’s Independent
Representative or an Individual Representative but have not
submitted their vote on a minimum of 1 (one) of the Meeting agendas
through the eASY.KSEI before the deadline mentioned on item 9
and wish to attend the Meeting electronically must first register their
attendance through the eASY.KSEI during the date of the Meeting
and before the time that the Company ends the Meeting's electronic
registration;
iv. Shareholders who have authorized an Intermediary Participant
Representative (Custodian Bank or Securities Company) and have
submitted their vote through the eASY.KSEI before the deadline
mentioned on item 9 are required to request their registered
representatives in the eASY.KSEI to register their attendance
through the eASY.KSEI during the date of the Meeting before the
time that the Company ends the Meeting's electronic registration;
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 9 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 their representatives are provided 3 (three)
opportunities to present their questions and/or opinions in discussion
in each Meeting agendas. Questions and/or opinions on each of the
Meeting agendas can be submitted in writing by the Shareholders or
their representatives through the chat feature in the ‘Electronic
Opinions’ made available in the E-Meeting Hall screen of the
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eASY.KSEI. Questions and/or opinions can be given as long as the
Meeting’s status in the ‘General Meeting Flow Text’ status is written
as “Discussion started for agenda item no. [ ]”;
ii. The mechanism of handling questions and/or opinions through
'Electronic Opinion' screen in the eASY.KSEI is determined by the
Company and will be stipulated by the Company in the Meeting
Guidelines through the eASY.KSEI;
iii. Shareholders’ representatives who electronically attend the Meeting
and submit a question and/or opinion during a discussion session of
one of the Meeting agendas are required to type in the name of the
shareholder and amount of shares they represent first before they
write their respective questions and/or opinions;
c. Proses Pemungutan Suara/Voting:
i. The voting process will be conducted electronically through the E-
Meeting Hall menu, Live Broadcasting submenu of the eASY.KSEI;
ii. Shareholders or their representatives who have not submitted their
votes on the particular Meeting agenda, as mentioned in item 13
letter a number i - iii, are given an opportunity to submit their votes
as the Company opens the voting period in the E-Meeting
Hall screen of the eASY.KSEI. After the electronic voting period for
one of the Meeting agendas is started, the system will automatically
count down the voting time by a maximum of 5 (five) minutes. During
the electronic voting time, a “Voting for Agenda item no [ ] has
started” status would be displayed at the ‘General Meeting Flow Text’
column. Shareholders or their representatives who have not
submitted their votes during a specific Meeting agenda after the
‘General Meeting Flow Text’ column’s status has changed to “Voting
for Agenda item no [ ] has ended” will be considered to give an
Abstain vote for the related Meeting agenda;
iii. The voting time in th electronic voting process is a standardized time
set by the eASY.KSEI. Voting time for each of Meeting agendas
(with a maximum of five minutes per Meeting agenda) and will be
stipulated in the Meeting Guidelines through the eASY.KSEI;
d. Live Broadcast of the Meeting:
i. Shareholders or their representatives who have been registered in
the eASY.KSEI no later than the deadline mentioned on item 9 can
watch the Meeting live via Zoom in webinar format by accessing the
eASY.KSEI menu, submenu Tayangan RUPS in the AKSes facility
(https://akses.ksei.co.id/);
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ii. Tayangan RUPS has a capacity of 500 participants provided in a
first come, first serve basis. Shareholders or their representatives
who could not be accommodated in the Meeting’s broadcast are still
considered to have electronically attended the Meeting and their
share ownerships and votes are still counted, as long as they have
registered through the eASY.KSEI, as specified above in item 13
letter a number i - v;
iii. Shareholders or their representatives who only watch the Meeting
through Tayangan RUPS but were not electronically registered as
participants in the eASY.KSEI, as specified above in item 13 letter a
number i - v, will not be considered as a legal participant and are not
counted as part of the Meeting’s quorum;
iv. Shareholders or their representatives who watch the Meeting
through Tayangan RUPS can use the raise hand feature to submit
questions and/or opinions during the discussion sessions for each of
the Meeting agendas. Shareholders or their representatives can
directly ask questions or voice their opinions if the Company has
allowed and activated the allow to talk feature. Mechanisms for
discussion on each of the Meeting agendas, including the use of the
allow to talk feature in Tayangan RUPS are determined by the
Company and will be stipulated by the Company in the Meeting
Guidelines through the eASY.KSEI;
v. Shareholders or their representatives are encouraged to use the
Mozilla Firefox browser for the best experience in using the
eASY.KSEI and/or Tayangan RUPS.
14. The Shareholders of the Company are not entitled to grant power of attorney to more than one
proxy for a portion of the total shares they own with a different vote, except:
a. Custodian Bank or Securities Company as Custodian representing its clients who own
the shares of the Company;
b. Investment Managers who represent the interests of the Mutual Funds they manage.
Jakarta, May 22, 2024
Board of Directors
PT ERA MANDIRI CEMERLANG Tbk
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Financial Services Authority
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PT ADIMITRA JASA KORPORA
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