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20240516_PNGO_Pemanggilan RUPS_31639820_lamp2.pdf
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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
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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
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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
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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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