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20240517_MOLI_Pemanggilan RUPS_31640170_lamp3.pdf
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REVISION OF THE INVITATION
ANNUAL GENERAL MEETING OF SHAREHOLDERS FINANCIAL YEAR 2023
PT MADUSARI MURNI INDAH Tbk
The Board of Directors of PT Madusari Murni Indah Tbk (the “Company”) hereby announces a
revision to the Invitation to the Annual General Meeting of Shareholders for the Fiscal Year 2023 (the
“Meeting”), which was previously published on the Indonesia Stock Exchange website, the e-RUPS
(eAsy.KSEI) website, and the Company's website on May 7, 2024, regarding a change in the location
of the meeting. The Meeting will be held on:
Day/date : Wednesday, May 29, 2024
Time : 10:00 WIB - Done
Place : Assembly Hall Lt.8, Gedung Menara Mandiri Jl. Jenderal Sudirman No.Kav. 54-55,
Jakarta Selatan, Daerah Khusus Ibukota Jakarta 10250
Agenda:
1. Approval of the Annual Report and ratification of the Company's Consolidated Financial
Statements for the financial year ending December 31, 2023, as well as granting of full
release and discharge (acquit et de charge) to all members of the Board of Directors and
Board of Commissioners of the Company for their management and supervisory actions
which have been carried out during the 2023 Fiscal Year.
Explanation:
- In accordance with the provisions of Art. 11 paragraph (5) in conjunction with Art. 23 of
the Articles of Association of the Company, Art. 69 Undang-Undang Number 40 of 2007
concerning Company Law (“UUPT”) as amended by Government Regulation in Lieu of
Law of the Republic of Indonesia Number 2 of 2022 concerning Omnibus Law (“UU Cipta
Kerja”) which has been stipulated in Law Number 6 of 2023, which regulates that the
Approval of the Annual Report including the approval of the Financial Statements and the
Report of the Supervisory Duties of the Board of Commissioners is carried out by the
General Meeting of Shareholders ("GMS").
- The GMS grants full discharge and release of responsibility to the members of the Board
of Directors and the Board of Commissioners for the management and supervision
conducted during the past fiscal year, to the extent such actions are reflected in the Annual
Report and Financial Statements, except for acts of embezzlement, fraud, and other
criminal offenses.
2. Determination of the use of the Company's net profit for the financial year ending
December 31, 2023.
Explanation:
In accordance with the provisions of Art. 24 of the Company's Articles of Association, as well
as Art. 70 and 71 of the UUPT, it is stipulated that the Board of Directors is obliged to submit
proposals for the use of the Company's Net Profit if it has a positive profit to be decided upon
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by the General Meeting of Shareholders. During the Meeting, the Board of Directors plans to
submit proposals for the use of the Company's Net Profit for the Financial Year 2023.
3. Determination of salary or honorarium and other allowances for members of the
Company's Board of Commissioners and Board of Directors for the 2024 financial year.
Explanation:
In accordance with the provisions of Art. 17 paragraph (15) and Art. 20 paragraph (7) of the
Company's Articles of Association and Art. 96 and Art. 113 of the UUPT, which stipulate that
the remuneration provisions for members of the Board of Directors and Board of
Commissioners are determined by the resolution of the GMS.
4. Appointment of a Public Accountant and/or Public Accounting Firm to audit the
Company's Financial Statements for the financial year ending December 31, 2024.
Explanation:
In accordance with the provisions of Art. 11 paragraph (4) letter d of the Company's Articles
of Association, Art. 59 of the POJK Number 15/POJK.04/2020 concerning Rencana dan
Penyelenggaraan RUPS Perusahaan Terbuka, and Art. 3 paragraph (1) and (2) of POJK
Number 9/POJK.03/2023 regarding Penggunaan Jasa Akuntan Publik dan Kantor Akuntan
Publik dalam Kegiatan Jasa Keuangan, it is regulated that the appointment of Public
Accountants and/or Public Accountant Offices to provide audit services for annual historical
financial information must be decided by the General Meeting of Shareholders considering the
proposal of the Board of Commissioners.
5. Approval of Reappointment / Changes Board of Directors Composition.
Explanation:
The basis of the agenda proposed for the Meeting is Art. 11, paragraph (4), letter e of the
Company's Articles of Association, which stipulates that the appointment and dismissal of the
Company's Management shall be approved at the General Meeting of Shareholders.
6. Approval of Reappointment / Changes Board of Commissioners Composition.
Explanation:
The basis of the agenda proposed for the Meeting is Art. 11, paragraph (4), letter e of the
Company's Articles of Association, which stipulates that the appointment and dismissal of the
Company's Management shall be approved at the General Meeting of Shareholders.
7. Changes to Article 23 paragraph (6) of the Company's Articles of Association concerning
the announcement of the Balance Sheet and Profit/Loss Statement in 1 (one) Indonesian-
language newspaper with national circulation. To be adjusted in accordance with
Regulation No. 14/POJK.04/2022 concerning the Submission of Periodic Financial
Reports by Issuers or Public Companies.
Explanation:
According to Art. 28 of the Company's Articles of Association, Art. 19 paragraph (1) of the
UUPT, Amendments to the Articles of Association must be approved in the General Meeting
of Shareholders (RUPS). The Company proposes to the Annual General Meeting of
Shareholders to approve the Amendment to the Company's Articles of Association in order to
comply with the regulations of POJK No. 14/POJK.04/2022 regarding the Submission of
Periodic Financial Reports by Issuers or Public Companies.
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Notes:
1. The Company does not send a separate invitation to the Shareholders of the Company and this
invitation is an official invitation for the Shareholders of the Company. This invitation can also be
viewed through the Company's website (https://www.molindo.co.id), the Indonesia Stock
Exchange website (https://www.idx.co.id) and the eASY.KSEI application.
2. Materials related to the Meeting agenda are available at the Company's office from the date of the
Invitation on Tuesday, May 07, 2024 until the Meeting is held on Wednesday, May 29, 2024,
according to the Company's information 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
Monday, May 06, 2024 until 16.00 WIB.
4. Shareholders participation in the Meeting can be done by the following mechanism:
a. physically attending the Meeting; or
b. electronically attending the Meeting through the 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. To use the eASY.KSEI application, shareholders can access the application through the AKSes
facility (https://akses.ksei.co.id/).
7. In accordance with the Financial Services Authority Regulation Number 15/POJK.04/2020
concerning Planning and Organizing General Meetings of Shareholders of Public Companies
(“POJK 15/2020”), POJK Number 16/POJK.04/2020 concerning Implementation of Electronic
General Meeting of Shareholders of Public Companies (“POJK 16/2020”) and KSEI Regulation
Number XI-B concerning Procedures for Conducting General Meetings of Shareholders Electronic
Shares accompanied by Voting through the KSEI Electronic General Meeting System
(eASY.KSEI), the Company will hold a physical Meeting at the Assembly Hall Lt.8, Gedung
Menara Mandiri Jl. Jenderal Sudirman No.Kav. 54-55, Jakarta Selatan, Daerah Khusus
Ibukota Jakarta 10250 and electronic meetings using electronic facilities through the
eASY.KSEI system managed by KSEI (“e-Proxy”). The Company urges Shareholders and their
Proxies to be able to give power of attorney electronically to independent parties via e-Proxy and
to give voting rights (voting) through e-Voting. The independent party appointed by the Company
is the Company's Securities Administration Bureau, namely PT Adimitra Jasa Korpora
(“Adimitra”).
8. Prior to participating in the Meeting, shareholders must first read the terms presented in this
Invitation and other stipulations related to Meeting as authorized by the Company. Other terms can
be found in the attached document on the ‘Meeting Info’ feature in the eASY.KSEI and/or
Meeting invitations posted at the websites of the respective Company. The Company retains the
right more terms in relation to shareholders or shareholder representatives’ physical participation
in the Meeting.
9. Shareholders who wish to 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.
10. The deadline for declaring electronic attendance, appointing representatives through electronic
proxy (e-proxy), or submitting electronic votes through the eASY.KSEI is set at 12:00 pm Western
Indonesian Time (WIB) 1 (one) business day before the Meeting’s date.
11. Shareholders who will attend or provide power of attorney electronically to the Meeting through
the eASY.KSEI application must pay attention to the following:
a. Registration Process
i. Local individual shareholders who have not provided their attendance declaration
before the deadline mentioned on item 10, but wish to attend the Meeting
electronically, must first register their attendance through the eASY.KSEI during
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the date of the Meeting and before the time that the Company ends the Meeting's
electronic registration.
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 10 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 10 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 10, 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 10, do not need
to register their attendance through the eASY.KSEI electronically 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. As mentioned in points number i – iv, lateness or electronic registration failures,
for whatever reason that cause shareholders or their representatives to not attend
the Meeting electronically, 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 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 respective Company and
will be included in the Company’s 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.
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c. The Voting Process
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 11 letter a number i – iii, are
given an opportunity to submit their votes directly 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.
A “Voting for Agenda item no [ ] has started” status would be displayed at the
‘General Meeting Flow Text’ column during the electronic voting time.
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. The Company can set their own policies on electronic voting
time for each of its Meeting agendas (with a maximum of five minutes per Meeting
agenda) and include them in the Meeting’s Guideline through the eASY.KSEI.
d. Live Streaming of the Meeting
i. Shareholders or their representatives who have been registered in
the eASY.KSEI no later than the deadline mentioned on item 10, can watch the
Meeting live via Zoom webinar through the eASY.KSEI
menu, submenu Tayangan RUPS, which is located in the AKSes facility
(https://akses.ksei.co.id/).
ii. Tayangan RUPS has a capacity of 500 participants provided on 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 11 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 11 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 meeting agenda, including using the Allow to Talk feature in Tayangan
RUPS are determined by the Company and included in the Meeting's Guideline
through the eASY.KSEI.
v. Shareholders or their representatives are encouraged to use Mozilla Firefox as the
browser for the best experience in using the eASY.KSEI and/or Tayangan
RUPS.
12. Attendance of Shareholders or their Proxies in Physical Meetings with Health Protocols and It
is mandatory to always wear minimal a 3-ply medical mask before entering the building and
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while in the building area and/or meeting room during the meeting. The Company does not
provide masks, therefore each Shareholder or their Proxy must bring and wear their own masks.
a. Shareholders or their proxies who will physically attend the Meeting must show their
Identity Card (KTP) or other valid identification and submit a photocopy of it to the
registration officer before entering the Meeting room.
b. Shareholders of the Company in the form of a legal entity are required to submit a
photocopy of their latest Articles of Association (along with ratification from or reporting
to the Minister of Law and Human Rights) as well as a notarial deed regarding the
appointment of members of the Board of Directors and Board of Commissioners or the
latest management (along with proof of receipt of notification from the Minister of Law
and Human Rights).
c. Shareholders who are unable to attend may be represented by their proxies based on a
power of attorney (with right of substitution) whose form and content are approved by the
Board of Directors of the Company. Members of the Board of Directors, members of the
Board of Commissioners and employees of the Company may act as proxies for the
Shareholders at the Meeting, but are not entitled to vote in voting. Shareholders whose
addresses are registered outside the Republic of Indonesia, their power of attorney must be
legalized by a notary/local authorized official and by the local Embassy/Representative of
the Republic of Indonesia.
d. The power of attorney form can be downloaded on the Company's website
(https://www.molindo.co.id).
e. All original power of attorney along with its completeness must have been received by
Adimitra with the address Boutique Office Blok F3 No. 5, Jl. Kirana Avenue III, Kelapa
Gading, North Jakarta or the Corporate Secretary of the Company with the address Equity
Tower, SCBD Area, Lantai 19A, Jalan Jenderal Sudirman Kav.52-53, South Jakarta 12190
no later than 1 (one) working day prior to the Meeting, namely on May 6, 2024 at 15.00
WIB.
13. One share bestows upon its holder the right to cast one (1) vote. If a Shareholder has more than
1 (one) share, the vote shall apply for all the number of shares he/she/it owns.
14. The Shareholders or their proxy who are present virtually or physically have the opportunity to
convey 3 (three) question and/or opinion prior to the voting process. Other Shareholders who
have not had the opportunity to convey their question/opinion, may convey the question to the
Company through email : corsec@molindo.co.id.
15. Regarding voting procedures for Shareholders or their proxy who are present electronically or
physically, will be subject to the provisions of the Code of Conduct of the Meeting that will be
submitted by the Company.
16. Shareholders of the Company are expected to first read the Code of Conduct of the Meeting,
including the electronic guidelines for conducting the Meeting for those who will attend
electronically available on the eASY.KSEI system.
17. the Company will not provide and/or distribute food and beverages during the holding of the
Meeting. The Company will also not provide and/or distribute product gifts to the Shareholders
or their Proxy who attend the Meeting.
18. In order to facilitate the arrangement and for the orderliness of the Meeting, the Shareholders
or their proxy are respectfully requested to be present in the Meeting room 30 minutes before
the Meeting begins.
Jakarta, May 07, 2024
PT Madusari Murni Indah Tbk
Board of Directors of the Company
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Indonesia Stock Exchange
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Financial Services Authority
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PT Adimitra Jasa Korpora
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Minister of Law and Human Rights
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