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20240516_PNGO_Pemanggilan RUPS_31639820_lamp2.pdf

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Page 1
                 PT. Pinago Utama Tbk
                 Rukan Exclusive Bukit Golf Mediterania Blok I-9 RT.004 RW.003 Pantai Indah Kapuk,
                   Kelurahan Kamal Muara Kecamatan Penjaringan, Jakarta 14470, Indonesia
                       Telp. +6221-55966133, 55965856, 55995870, Fax. +6221-55965977

                                    CONVOCATION
                        Annual General Meeting of Shareholders (AGMS)
                                   PT. PINAGO UTAMA Tbk


Directors of the Company PT Pinago Utama Tbk. ("Company"), hereby inviting shareholders to attend the
Annual General Meeting of Shareholders ("AGM") is called a Meeting, which will be held at:

Day/Date         : Friday 07 June , 2024
Time             : 14.00 - 16.00 WIB
Place            : Aston Hotel Palembang
                  Jl.Basuki Rahmat No. 189, Palembang, Sumatera Selatan

Meeting Agendas:

1. Approval of the Annual Report and Annual Financial Report for the fiscal year ended December 31,
   2023.
   Background     : To comply with Article 22 paragraph (3) of the Company's Articles of Association juncto
                    Article 66, 67, 68 Law No. 40 of 2007 concerning Limited Liability Companies.

   Description       : Approval of the Company's Annual Report for the fiscal year 2023 includes the
                       Operational Performance Report by the Board of Directors and the supervisory report by
                       the Board of Commissioners of the Company including ratifying the Company's
                       consolidated financial statements for the fiscal year ended December 31, 2023 which
                       have been audited by Public Accounting Firm Heliantono and Partners with Opinions
                       Presented Fairly According to Accounting Standards in Indonesia. The contents of
                       materials are listed in the Annual Report of PT Pinago Utama Tbk Fiscal Year 2023 can
                       be downloaded through the www.pinagoutama.com website or IDX website at
                       www.idx.co.id

2. Approval of Determination of the use of the Company's net profit for the fiscal year ended December
   31, 2023.

   Background       : To comply with Article 23 of the Company's Articles of Association juncto PS 70 and
                      Article 71 of Law No. 40 of 2007 concerning Limited Liability Companies
   Description      : For this agenda, the Company proposes to the Meeting to approve the use of the
                      Company's Net Profit as follows:
                  a) Cash Dividend Distribution for the 2023 fiscal year. We need to inform you beforehand,
                       the Company has distributed an Interim Dividend for the current year on November 17,
                       2023 of IDR 70,- / share worth IDR 54.687.500.000,- to the Company's shareholders.

                  b) The remaining net profit of the Company will be determined as the Company's Retained
                     Earnings.



Kantor Palembang :   Jl. Basuki Rahmat No. 23 RT. 15, Palembang 30127, Sumatera Selatan, Indonesia
                                  Telp. +62711-825999, Fax. +62711-822301
Page 2
                 PT. Pinago Utama Tbk
                 Rukan Exclusive Bukit Golf Mediterania Blok I-9 RT.004 RW.003 Pantai Indah Kapuk,
                   Kelurahan Kamal Muara Kecamatan Penjaringan, Jakarta 14470, Indonesia
                       Telp. +6221-55966133, 55965856, 55995870, Fax. +6221-55965977

3. Approval of the determination of the amount of Remuneration for all members of the Board of
   Directors and All members of the Company's Commissioners.
   Background : To comply with Article 16 Paragraph (17) and Article 19 Paragraph (19) of the Company's
                   Articles of Association juncto Articles 96 and 113 of Law No. 40 of 2007 that
                   determination of salaries and allowances of the Board of Directors and Board of
                   Commissioners of the Company shall be determined by the AGMS.
   Description : The determination of salary/honorarium is carried out by taking into account the
                   income, ability and condition of the Company and external considerations like inflation
                   rates and other factors that are relevant and do not conflict with applicable laws and
                   regulations, the determination of tantiem/bonus is carried out by taking into account the
                   realization of the Company's performance achievements.

4. Appointment of a Public Accounting Firm to audit the Company's financial statements for the Fiscal Year
   ended on December 31, 2024, and to give the authority to the Company's Directors to determine of
   honorariums and other requirements.

   Description       : To comply with the provisions of POJK No.13/POJK.03/2017 concerning the Use of Public
                       Accountant Services and Public Accounting Firms in Financial Services Activities that has
                       been changed to POJK No. 9 year of 2023 Paragraph 3 Article 1 .

   Thus we convey this invitation for your attention, and thank you.

Notes:

1. The Company does not send special invitations to shareholders, because this summons applies as an
    official invitation. This summons can also be seen on the web of the stock exchange www.idx.co.id, the
    company's site www.pinagoutama.com and the Easy.ksei application.
2. Material related to the meeting can be downloaded at the company's website www.pinagoutama.com
    from the date of the summons on May 16, 2024 until the meeting was held on June 07, 2024, according to
    the Company's information above.
3. Every shareholder who is entitled to attend a meeting is the shareholders whose names are listed on the
    Company's Shareholders List at the close of the Stock Exchange Trading Hours on May 15, 2024.
4. The participation of shareholders in the meeting, can be done with the following mechanism:
    a. present at a physical meeting; or
    b. Present at an electronic meeting through the Easy.KSEI application.
5. Shareholders who can be present directly electronically as mentioned in point 4 letter b are local
    individual shareholders whose shares are stored in the KSEI collective custody.
6. To use the Easy.KSEI application, shareholders can access the Easy.KSEI menu which is on the access facility
    (https://akses.ksei.co.id/)
7. Before determining the participation in the meeting, shareholders are required to read the provisions
    submitted through this summons and other provisions related to the implementation of the meeting
    based on the authority set by each company. Other provisions can be seen through the attachment to the
    document on the Meeting Info feature on the Easy.KSEI application and/or meeting the meeting
    contained on the website www.pinagoutama.com. The Company has the right to determine other

Kantor Palembang :    Jl. Basuki Rahmat No. 23 RT. 15, Palembang 30127, Sumatera Selatan, Indonesia
                                   Telp. +62711-825999, Fax. +62711-822301
Page 3
                PT. Pinago Utama Tbk
                 Rukan Exclusive Bukit Golf Mediterania Blok I-9 RT.004 RW.003 Pantai Indah Kapuk,
                   Kelurahan Kamal Muara Kecamatan Penjaringan, Jakarta 14470, Indonesia
                       Telp. +6221-55966133, 55965856, 55995870, Fax. +6221-55965977

   requirements in connection with the participation of shareholders or recipients of its power that will be
   present at the physical meeting.
8. For shareholders who will attend the physical meeting or shareholders who will use their voting rights
   through the Easy.KSEI application, can inform their presence or designate their power, and/or convey
   their voting choices into the Easy.KSEI application.
9. The deadline for providing a declaration of attendance or power and sound in the Easy.KSEI application is
   12.00 WIB at 1 (one) working day before the meeting date.
10. Before entering the meeting room, the shareholders or their power present at the meeting physically are
   required to fill in the attendance list by showing evidence of the original identity.
11. For shareholders who will attend or provide electronic power into meetings through the Easy.KSEI
   application must pay attention to the following:

a. Registration process
i. Local individual type shareholders who have not provided a declaration of attendance or power of
     attorney in the Easy.KSEI application until the deadline on point 9 and want to attend meetings
     electronically, then must register attendance in the Easy.KSEI application on the date of implementation
     of the meeting until the registration period of the meeting electronically closed by the company.
II. Local individual type shareholders who have provided attendance declaration but have not provided a
     minimum vote for 1 (one) event meeting in the Easy.KSEI application until the time limit on point 9 and
     want to attend an electronic meeting, it is obliged to register attendance in the Easy application. KSEI on
     the date of the meeting until the registration period of the meeting electronically was closed by the
     Company.
III. Shareholders who have provided power of attorney to the recipient provided by the Company
     (Independent Representative) or individual representative but shareholders have not provided a minimum
     vote for 1 (one) event meeting in the Easy.KSEI application until the time limit on point 9, then the
     recipient The attorney representing shareholders is required to register attendance in the Easy.KSEI
     application on the date of the meeting until the registration period of the meeting electronically is closed
     by the Company.
IV. Shareholders who have given attorney to the recipient of the Participant/Intermediary Authority
     (Custodian Bank or Securities Company) and have provided votes in the Easy.KSEI application until the
     time limit on item 9, the representatives attendance registration in the Easy.KSEI application on the date
     of the meeting until the registration period of the meeting electronically was closed by the Company.
v. Shareholders who have provided attendance declaration or given power to the recipients provided by the
     Company (Independent Representative) or Individual Representative and have provided a minimum vote
     for 1 (one) or to the entire event meeting in the Easy.KSEI application no later than the limit Time on point
     9, then the shareholders or recipients of the power of attorney do not need to register for electronic
     attendance in the Easy.KSEI application on P date




Kantor Palembang :   Jl. Basuki Rahmat No. 23 RT. 15, Palembang 30127, Sumatera Selatan, Indonesia
                                  Telp. +62711-825999, Fax. +62711-822301
Page 4
                PT. Pinago Utama Tbk
                Rukan Exclusive Bukit Golf Mediterania Blok I-9 RT.004 RW.003 Pantai Indah Kapuk,
                  Kelurahan Kamal Muara Kecamatan Penjaringan, Jakarta 14470, Indonesia
                      Telp. +6221-55966133, 55965856, 55995870, Fax. +6221-55965977

12. The mechanism of granting power:
a. The Company appealed to shareholders whose shares were in the KSEI collective safekeeping to provide
   electronic power ("e-proxy"), including voting for each meeting of the meeting, to representatives
   appointed by the Company's BAE (PT Adimitra Jasa Korpora) in Easy.KSEI facilities found on the KSEI
   Securities/Access Ownership Reference Website with a link https://sesses.ksei.co.id;
- Electronic power of attorney/e-proxy must submit to the procedures, conditions, and conditions set by
   KSEI;
- Specifically for shareholders who have provided e-proxy, shareholders can submit questions or opinions
   on the meeting of meetings via email to corporate.secretary@pinagoutama.com, no later than June 04,
   2024, at 16.00 WIB.
b. In addition to the electronic power of attorney/e-proxy mentioned above, shareholders can provide
   power outside the Easy.KSEI mechanism.
   In connection with this, the power of attorney form can be downloaded from the company's website
   www.pinagoutama.com, the power of attorney must be sent along with its completeness and must be
   received by the Securities Administration Bureau of PT. Adimitra Jasa Korpora which is located at Boutique
   Office Blok F3 No.5, Jl. Kirana Avenue III, Kelapa Gading, North Jakarta no later than three working days
   before the date of the meeting, or June 04, 2024, a maximum of 12.00 WIB. Members of the Board of
   Directors, members of the Board of Commissioners and Employees of the Company can act as power of
   attorney in the meeting but the voices they issued as power of attorney are not calculated in the voting.
13. Shareholders or Power Recipients who attend meetings are required to fulfill all health, policy and other
   arrangements implemented by the Company and the manager of the building where the meeting is held.
   a. Shareholders or their proxies who will attend the meeting are asked to show the Identity Card (KTP) or
       other valid proof of self and submit a photocopy to the registration officer before entering the meeting
       room.
   b. Shareholders in the form of legal entities are required to submit a photocopy of the articles of
       association and changes, the decisions of the ratification/approval of the authorities and
       deeds/documents that contain changes in the composition of the last board who are in office when the
       meeting is held.
   c. Shareholders whose shares are in the Collective Recitation (KSEI) are asked to show written
       confirmation for the GMS (KUT).
14. The Company's Annual Report for the Fiscal Year ended December 31, 2023 can be downloaded from the
   Company's website www.pinagoutama.com or www.idx.co.id
15. To facilitate the regulation and for the order of the meeting, the shareholders or the power are requested
   with respect to attend the meeting room 15 minutes before the meeting begins.



                                             Jakarta, May 16, 2024
                                             PT Pinago Utama, Tbk
                                               Board of Directors




Kantor Palembang :   Jl. Basuki Rahmat No. 23 RT. 15, Palembang 30127, Sumatera Selatan, Indonesia
                                  Telp. +62711-825999, Fax. +62711-822301

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linked org Pinago Utama Tbk p.1 ×22
linked org Pantai Indah Kapuk p.1 ×4
unresolved org PT Adimitra Jasa Korpora p.4 ×2

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