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20240508_PACK_Pemanggilan RUPS_31637233_lamp2.pdf
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INVITATION TO
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT SOLUSI KEMASAN DIGITAL 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 : Friday, 30 May, 2024
Waktu : 14.00 Western Indonesian Time - finish
Place : ARTOTEL Thamrin Jakarta
Agenda of the Meeting:
1. Approval of the Annual Report including 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 (acquit 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) approve the
Company's Annual Report 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) ratify the Company's Financial Statements for the financial
year ended December 31, 2023; (d) 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 for the 2023
Financial Year for dividends and Retained Earnings.
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:
Citylofts Sudirman #12-15
Jl. K.H. Mas Mansyur No. 121
Karet Tengsin, Jakarta Pusat 10220
0813 5000 8081
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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.
4. Appointment of Registered Public Accounting Firm (including Registered Public
Accountant that is a 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
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 required by applicable regulations.
5. The Changes in the Composition of the Board of Directors and the Board of
Comissioners of the Company.
Explanation:
In accordance with Article 11 and Article 14 of the Company's Articles of Association juncto
Article 94 and Article 111 UUPT, the Board of Directors and the Board of Comissioners of
the Company are appointed and dismissed by GMS.
6. 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 for Development of Technology and Working
Capital.
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 required.
Citylofts Sudirman #12-15
Jl. K.H. Mas Mansyur No. 121
Karet Tengsin, Jakarta Pusat 10220
0813 5000 8081
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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
Tuesday, May 07, 2024, at 16:00 PM WIB.
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
eASY.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;
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/);
c. 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
May 30, 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 ADIMITRA JASA KORPORA 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;
Citylofts Sudirman #12-15
Jl. K.H. Mas Mansyur No. 121
Karet Tengsin, Jakarta Pusat 10220
0813 5000 8081
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iv. Participants of KSEI/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 required to register through the eASY.KSEI application on the Meeting date
from 2:00 PM WIB to 4:00 PM WIB.
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 quorum 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://investor.flexypack.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 subsequently attends the Meeting physically, the
Company will cancel the Shareholder's or proxy's electronic attendance as registered
in the eASY.KSEI application.
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://investor.flexypack.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. Adimitra Jasa Korpora,
Kirana Boutique Office East Kelapa Gading, Kelapa
Gading, North Jakarta City, Jakarta 14240
Citylofts Sudirman #12-15
Jl. K.H. Mas Mansyur No. 121
Karet Tengsin, Jakarta Pusat 10220
0813 5000 8081
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on any business day from the date of the Meeting invitation until the latest by
Tuesday, May 28, 2024, at 16:00 PM WIB.
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://investor.flexypack.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
eASY.KSEI application no later than May 30, 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.
c. 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 quorum.
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 required 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 respectfully requested to be at the
Meeting venue by 2:00 PM WIB so that the Meeting can start on time. Registration will be
closed at 2:00 PM WIB. Shareholders or proxies of Shareholders who arrive after
Citylofts Sudirman #12-15
Jl. K.H. Mas Mansyur No. 121
Karet Tengsin, Jakarta Pusat 10220
0813 5000 8081
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Page 6
registration is closed will be considered absent, therefore unable to propose motions
and/or questions, and will not be able to vote in the Meeting.
2) The Company does not provide souvenirs, 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://investor.flexypack.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.
Jakarta, May 08, 2024
PT SOLUSI KEMASAN DIGITAL Tbk
Board of Directors
DENNY WINOTO
Citylofts Sudirman #12-15
Jl. K.H. Mas Mansyur No. 121
Karet Tengsin, Jakarta Pusat 10220
0813 5000 8081
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Names mentioned 6 people and organisations named in the text · linked when the evidence is strong
unresolved
org
SOLUSI KEMASAN DIGITAL Tbk
p.1 ×4
unresolved
person
K.H. Mas Mansyur
p.1 ×6
unresolved
org
Financial Services Authority
p.2 ×4
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.3
unresolved
org
PT ADIMITRA JASA KORPORA
p.3 ×2
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