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20240513_VISI_Pemanggilan RUPS_31638389_lamp2.pdf
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SAVITRA www.satuvisiputra.com
INVITATION TO
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT SATU VISI PUTRA Tbk (“COMPANY”)
The Board of Directors of the Company hereby invites the Shareholders of the Company to
attend the Annual General Meeting of Shareholders (the “Meeting”) which will be held on:
Day/Date : Wednesday, 5 June, 2024
Waktu : 13.00 Western Indonesian Time - finish
Place : Hotel Fairfield by Marriot
Jl. Mayjen Sungkono No. 178, Dukuh Pakis, Kec. Dukuh Pakis
Surabaya, East Java 60225
Agenda of the Meeting:
1. Approval of the Company's Financial Statements and the Board of Commissioners'
Report on its Supervisory Duties for the financial year ended December 31, 2023 and
granting release and discharge of liability (acguit et decharge) to all members of the
Board of Directors for their management actions and to all members of the Board of
Commissioners of the Company for their supervisory actions during the financial year
ended December 31, 2023.
Explanation:
According to Article 19, paragraph 2, section a of the Company's Articles of Association
juncto Article 69 of Law Number 40 of 2007 concerning Limited Liability Companies
("the Company Law"), the Company's Financial Statements and the Board of
Commissioners' Report on its Supervisory Duties need approval from the General
Meeting of Shareholders (GMS). In this agenda, the Company's Board of Directors
suggests to: (a) ratify the Company's Financial Statements for the financial year ended
December 31, 2023: (b) ratify the Supervisory Duties Report of the Company's Board
of Commissioners for the fiscal year ending December 31, 2023, (c) grant release and
discharge to all members of the Board of Directors for their management actions and
to the members of the Company's Board of Commissioners for their supervisory
actions taken during the financial year ended December 31, 2023, as long as these
actions are recorded in the Company's Annual Report and Financial Statements for
the financial year ended December 31, 2023, along with their supporting documents.
2. Approval of the Company's Net Profit for the financial year ended December 31, 2023.
Explanation:
In accordance with the provisions of Article 25 paragraph 1 of the Company's Articles
of Association juncto Article 71 of the Company Law, the utilization of the Company's
Net Profit is determined in the General Meeting of Shareholders (GMS). In this agenda
item, the Board of Directors plans to propose the utilization of the Company's Net Profit
forthe 2023 Financial Year for dividends and Retained Eamings.
3. Determination of salaries or honorarium and allowances for the 2024 financial year for
the members of the Company's Board of Directors and Board of Commissioners.
Explanation:
Pursuant to Article 11 paragraph 6 juncto Article 14 paragraph 6 of the Company's
Articles of Association, the amount of remuneration for members of the Board of
Directors and Board of Commissioners is determined by the GMS.
ORFICE: Ak A Girgs aya IBOKBNAN9 R9 62317496364 | 462317497576) Fax 46R3N HSDISI KI ponesentangaturspkraKom
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SAVITRA www.satuvisiputra.com
4. Appointment of Registered Public Accounting Firm (including Registered Public
Accountant that isa member of a Registered Public Accounting Firm) to audit/examine
the Company's books for financial year ended December 31, 2024
Explanation:
In accordance with Article 19 paragraph 2 letter c of the Company's Articles of
Association juncto Article 59 of the Financial Services Authority Regulation Number
15/POJK.04/2020 of 2020 regarding the Plan and Conduct of General Meetings of
Shareholders of Public Companies ("POJK 15/2020"), the appointment and dismissal
of public accountants and/or public accounting firms to audit the annual historical
financial information must be decided in GMS considering the proposal from the Board
of Commissioners. In this agenda item, the appointment of a Public Accounting Firm
registered with the Financial Services Authority will be proposed to audit the
Company's Financial Statements for the current year, including internal control audits
on financial reporting as reguired by applicable regulations.
5. Report and Accountability for the Realization of Use of Public Offering Proceeds..
Explanation:
In accordance with Article 6 paragraph 1 and paragraph 2 of the Financial Services
Authority Regulation number 30/POJK.04/2015 concerning Report on the Realization
of Use of Proceeds (“POJK 30/2015”). In this agenda item, the Company's Board of
Directors provides an accountability report on the realization of the uses of funds from
the Initial Public Offering of shares which have been use in part.
General provisions:
1. This meeting invitation is an official invitation in accordance with the provisions of
Article 52 paragraph 1 of POJK 15/2020 juncto Article 21 paragraph 10 a (i) of the
Company's Articles of Association, hence, separate invitations to the Company's
Shareholders are no longer reguired.
2. Shareholders of the Company who are entitled to attend or be represented in the GMS
are the Shareholders whose names are recorded in the Shareholder Register on
Monday, May 13, 2024, at 16:00 PM MB.
3. The Meeting will be conducted electronically using the eASY.KSEI application
provided by PT Kustodian Sentral Efek Indonesia ("KSEI"), in accordance with the
Financial Services Authority Regulation No. 16/POJK.04/2020 regarding the
Implementation of Electronic General Meetings of Shareholders of Public Companies
("POJK 16/2020") juncto Article 24 of the Company's Articles of Association.
4. In relation to the organization of the Meeting through the eASY.KSEI application as
mentioned above, Shareholders' participation in the Meeting can be carried out
through the following mechanisms:
a. Participating electronically in the Meeting or granting electronic proxy through the
@ASY.KSEI application,
b. Physically attending the Meeting, or
c. Granting proxy using the written proxy form as referred to in number 10 letter (b)
of these General Provisions.
5. Shareholders who participate electronically or provide electronic proxies (e-Proxy)
through the eASY.KSEI application as referred to in number 4 letter a of these General
Provisions must observe the following:
a. Shareholders of the Company eligible to use the eASY.KSEI application are
shareholders whose shares are held in collective custody by KSEI:
corporatesecretary@satuvisiputra.
5 " 3 a
OPFICE: Af A.Greges Jaya IBlokB No.19 K9 26231 749 164 | 46231 7497576 | Fax: 462317499151 araserausugnilcom
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SAVITRA www.satuvisiputra.com
b. Shareholders of the Company must first be registered in the KSEI Securities
Ownership Reference Facility ("AKSes KSEI"). For Shareholders who are not yet
registered, please first register through the website (https //akses.ksei.co.id/):
Cc. To use the eASY.KSEI application, Shareholders can access the eASY.KSEI
menu, submenu Login eASY.KSEI located in the AKSes KSEI facility
(https://akses.ksei.co.id/).
6. Shareholders of the Company or their proxies who will attend electronically through
the eASY.KSEI application as referred to in number 4 letter a of these General
Provisions, please pay attention to the following:
a. Shareholders of the Company can declare their attendance electronically until
June 4, 2024, at 12:00 PM WIB ("Attendance Declaration Deadline"), and cast
their votes through eASY.KSEI from the date of this invitation until the Attendance
Declaration Deadline.
b. For:
i. Shareholders of the Company who have not declared their attendance
electronically by the deadline as referred to in number 6 letter a of these
General Provisions,
ii. Shareholders of the Company who have declared their attendance
electronically but have not cast their votes until the Attendance Declaration
Deadline,
iii. Representatives of Shareholders and independent parties appointed by the
Company (PT Sinartama Gunita as the Company's Securities Administration
Bureau ("BAE") who have received proxies from Shareholders, but the
relevant Shareholders have not determined their voting preferences until the
Attendance Declaration Deadline,
iv. Participants of KSEl/intermediaries (Custodian Banks or Securities
Companies) who have received proxies from Shareholders of the Company
who have determined their voting preferences in the eASY.KSEI application:
are reguired to register through the eASY.KSEI application on the Meeting date
from (10:00) PM WIB to (13:00) PM MB.
c. Delay or failure in the electronic registration process for any reason will result in
Shareholders or their proxies being unable to attend the Meeting electronically
and their share ownership will not be counted in the guorum of attendance.
7. For Shareholders of the Company in the form of certificates/scripts, you can provide
proxies using the available written proxy form format provided on the Company's
website (https://www.satuvisiputra.com)
8. For Shareholders of the Company or their proxies who intend to attend the Meeting
physically as referred to in number 4 letter b of these General Provisions, the
Shareholders of the Company or their proxies must submit to the registration officer
the original Written Confirmation for the Meeting (hereinafter referred to as "KTUR")
and the original Identity Card (hereinafter referred to as "KTP") or other identification
before entering the Meeting room. For proxies of Shareholders of the Company in the
form of legal entities, in addition to submitting the original KTUR and a photocopy of
the KTP or other identification, they must also submit a photocopy of the latest Articles
Of Association and the latest appointment deed of the Board of Directors of the legal
entity they represent.
9. In the event that a Shareholder or their proxy has declared or registered their
attendance electronically, but subseguently attends the Meeting physically, the
Company will cancel the Shareholders or proxy's electronic attendance as registered
in the eASY.KSEI application.
Korporatesecretaryesatuvisiputra.com
OFICE: (Af JLGreges baya BIOkBNOI9 4926231 7496464 | 66231 7497576 | Foxe462 31 TASONSI Sabah
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SAVITRA www.satuvisiputra.com 10. Shareholders of the Company may be represented by their proxies in the following ways: a. By providing electronic proxy (e-Proxy) through the eASY.KSEI application as referred to in number 4 letter a of these General Provisions, with the condition that Shareholders must submit proxies and/or its votes, make changes to the appointment of proxy recipients and/or voting choices for Meeting agenda items, or revoke proxies electronically through the eASY.KSEI application from the date of this invitation until the Attendance Declaration Deadline, b. By using the available written proxy form format provided on the Company's website (https://www.satuvisiputra.com), with the following conditions: i. 'Shareholders of the Company are not allowed to grant proxies to more than one proxy for a portion of their shareholding with different votes, ii. In case the proxy form referred to in number 10 letter b of these General Provisions is signed outside the territory of the Republic of Indonesia, the proxy form must be apostilled by authorized institution, iii. The proxy form format can be downloaded from the Company's website and when completed, it must be submitted to the Company's Securities Administration Bureau (BAE) at the following address: (PT. SINARTAMA GUNITA ) ( Menara Tekno Lantai 7. Jl. Fachrudin No. 19, RTO1/RWO7, Kelurahan Kampung Bali, Kecamatan Tanah Abang, Jakarta Pusat 10250) (Telp : 021-3922332) on any business day from the date of the Meeting invitation until the latest by Monday, June 3, 2024, at 16:00 PM WB. c. If members of the Board of Directors, Board of Commissioners, and employees of the Company act as proxies in the Meeting, the votes they cast will not be counted in the voting process. 11. The materials related to the Meeting are available and accessible through the Company's website (https://www.satuvisiputra.com) from the date of this Meeting invitation until the day of the Meeting. 12. Shareholders of the Company or their proxies can observe the ongoing Meeting via Zoom webinar by accessing the eASY.KSEI menu, "GMS Broadcast" submenu, available in the AKSes KSEI facility (https://akses.ksei.co.id/) or through the "GMS Broadcast" menu on the mobile AKSes KSEI application, with the following conditions: a. Shareholders of the Company or their proxies must be registered in the @ASY.KSEI application no later than June 4, 2024, at 12:00 PM WIB. b. The GMS broadcast has a capacity of up to 500 participants, where the attendance of each participant will be determined on a first-come-first-served basis. Shareholders of the Company or their proxies who do not have the opportunity to observe the Meeting via GMS Impressions will still be considered validly present electronically, and their share ownership and voting preferences will be counted in the Meeting, as long as they have registered in the eASY.KSEI application. Cc. Shareholders of the Company or their proxies who only observe the Meeting via GMS broadcast but are not registered as present electronically in the eASY.KSEI application will be considered invalidly present and will not be included in the calculation of the Meeting's guorum. corporatesecretary@satuuisiputra.com : : a bo. 3“ “ x OFFICE: (Af J-Greges Jaya Blok BNo.19 K9 6231 7496364 | 46231 7497576 | Fax: 62317499151 Sreteratusegmaileom
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SAVITRA www.satuvisiputra.com 13. To have the best experience using the eASY.KSEI application and/or GMS broadcast, shareholders or their proxies are advised to use the Mozilla Firefox web browser. 14. If there are any technical operational changes to the eASY.KSEI application or changes to regulations, guidelines, and/or explanations from KSEI related to the conduct of electronic Meetings through the eASY.KSEI application after the date of this invitation, then such changes will apply to the conduct of the Meeting, and all provisions in these General Provisions related to the conduct of electronic Meetings through the eASY.KSEI application are considered adjusted accordingly to those changes. Notes: Shareholders or their proxies can attend the Meeting electronically or physically. Shareholders or their proxies who physically attend the Meeting are reguired to adhere to the protocols at the Meeting venue established by the Company, including the following: 1) Shareholders of the Company or their proxies are respecffully reguested to be at the Meeting venue by (10:00) WIB so that the Meeting can start on time. Registration will be closed at (13:00) WIB. Shareholders or proxies of Shareholders who arrive after registration is closed will be considered absent, therefore unable to propose motions and/or guestions, and will not be able to vote in the Meeting. 2) The Company provides food, and drinks. 3) If there are any changes and/or additions to the information regarding the Meeting procedures, it will be announced on the Company's website (https://www.satuvisiputra.com). . 4) In case of an emergency situation that prevents the Company from holding the Meeting physically, the Company will conduct the Meeting electronically without Shareholder attendance, with prior notification provided to the Shareholders of the Company. Surabaya, May 14, 2024 PT SATU VISI PUTRA Tbk Board of Directors corporatesecretaryesatuvisiputracom OFFICE: I.Greges Jaya WBlok BNo.19 R9 «€ “ x ICE: Af Jl. Greges Jaya Il Blok B No. KI 26231 7496364 | 46231 7497576 | Fox: 162317490151 AK akterausGgmillcom
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