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20240508_TOTO_Pemanggilan RUPS_31636493_lamp1.pdf
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TOTO
CONVOCATION
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT SURYA TOTO INDONESIA Tbk
Domiciled in West Jakarta
(“Company”)
The Board of Directors of the Company hereby invites the shareholders of the Company to attend the
Company’s Annual General Meeting of Shareholders (“Meeting”) which will be held on:
Day/Date : Monday, June 3rd 2024
Venue : Multifunction Hall, TOTO Building 7th Floor
Jl. Let. Jend S. Parman Kav. 81, Slipi Palmerah
West Jakarta, Indonesia
Time : 14.00 Western Indonesian Time - end
The Meeting Agendas is as follows:
1. Approval and Legalization of the Company's Annual Report for the financial year ended
December 31st, 2023, included among others the Company's Activity Reports, Board of
Commissioners Supervisory Reports, the Company's Financial Statement for the year ended
December 31st, 2023 and granting exemption of full responsibility (acquit et de charge) to the Board
of Directors and Board of Commissioners for the management and supervision carried out in the
financial year ended December 31st, 2023;
2. Approval for the appropriation of the Company's net profit for the financial year ended
December 31st, 2023;
3. Approval of appointment of an Independent Public Accountant and/or Public Accounting Firm to
audit the Company's Financial Statements for the financial year ended December 31st, 2024, and
gives authority to determine the honorarium of the Independent Public Accountant and/or Public
Accounting Firm and other terms of the appointment;
4. Approval of reappointment/change in composition of the Board of Directors and/or Board of
Commissioners;
5. Approval for determination of salaries, honorarium, and other benefits for members of the
Company's Board of Directors and Board of Commissioners.
Explanation of the Meeting Agendas:
- Meeting Agenda number 1, 2, 3, and 5 are agendas to fulfill the provisions of the Company's
Articles of Association, Company Law Number 40 of 2007 concerning Limited Liability
Companies ("Company Law") and Peraturan Otoritas Jasa Keuangan (“POJK”) Number
15/POJK.04/2020 concerning the Plan and Holding the Public Company General Meeting of
Shareholders (“POJK15/2020”).
- Meeting Agenda number 4 are held in connection with the Company's need to change the
composition of the Company's management in accordance with Article 17 of the Company's
Articles of Association, also Article 94 and Article 111 of the Company Law.
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Notes:
1. The Company will not send a separate invitation to the Company’s Shareholders. This notice of
this Convocation is in accordance with Article 13 paragraph 4 of the Company’s Articles of
Association and constitutes an official invitation for the Company's Shareholders. This summons
can also be seen on the Company's website https://www.investor.toto.co.id/rups2024, Indonesia
Stock Exchange’s website and on the Electronic General Meeting System which is provided by PT
Kustodian Sentral Efek Indonesia (“eASY.KSEI application”).
2. Those entitled to attend or be represented at the Meeting are:
a. For the Company's shares that have not been included in the Collective Custody, only the
shareholders or authorized shareholders of the Company, whose names are registered in the
Register of Shareholders at the Company's Securities Administration Bureau ("BAE"), PT BSR
Indonesia on May 7th, 2024 until 16.00 Western Indonesia Time.
b. For the Company's shares which are in the Collective Custody, only shareholders or authorized
shareholders whose names are registered in the account holder or custodian bank at PT
Kustodian Sentral Efek Indonesia ("KSEI") on May 7th, 2024 until 16.00 Western Indonesia
Time.
3. Shareholders can attend electronically through the eASY.KSEI application or authorize their
attendance electronically through the eASY.KSEI application, including granting voting rights for
each agenda of the Meeting with the following conditions:
a. Shareholders inform their presence or appoint their proxies and/or submit voting options on
the eASY.KSEI application, no later than 12.00 Western Indonesia Time on 1 (one) working
day before the Meeting date.
Shareholders of the local individual type who have not provided a declaration of attendance
or power of attorney in the eASY.KSEI application by the said deadline, and wish to attend
the Meeting electronically are required to register attendance in the eASY.KSEI application
on the date of the Meeting until the electronic Meeting registration period is closed by
Company
b. Shareholders are required to register their attendance electronically through the eASY.KSEI
application on the date of the Meeting until the electronic registration period for the Meeting
is closed by the Company, if they have not given their vote choices for at least 1 (one) item
on the Meeting agenda on the eASY.KSEI application, until the deadline according to letter a
above.
c. Shareholders who will attend electronically or give their proxies electronically to the Meeting
through the eASY.KSEI application, must pay attention to the following :
i. Registration Process;
ii. Electronic Submission of Questions and/or Opinions;
iii. Voting Process;
iv. GMS Impressions.
4. The Company will facilitate the Shareholders who entitled to attend the Meeting but are not able
to attend the Meeting by giving power with the mechanism as follows:
a. The Company prepares 2 (two) types of power of attorney to Shareholders, namely
Conventional Power of Attorney which can be downloaded through the Company's website or
using Electronic Power of Attorney or e-proxy which can be accessed electronically via the
website eASY.KSEI (https://easy.ksei.co.id)
i. Conventional Power of Attorney - power of attorney covering voting as well as questions
on each agenda item. The power of attorney that has been completed and signed along with
the supporting documents can be sent a scanned copy via email: toto.indonesia@toto.co.id
and adm.efek@bsrindonesia.com. The original power of attorney must be sent by
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registered letter to the Company's Securities Administration Bureau, namely PT BSR
Indonesia and received no later than Wednesday, May 29th 2024 at 16.00 Western
Indonesia Time, with the following address: PT BSR Indonesia, Gedung Sindo Lt. 3, Jl.
Wahid Hasyim No. 38, Menteng, Jakarta Pusat 10340 Tel: 021 – 31181811 Fax: 021-
3927721 attention to Mr. Gerardus Peu Apelabi.
ii. Electronic Power of Attorney or e-Proxy that can be accessed through eASY.KSEI - a
power of attorney system provided by KSEI to facilitate and integrate power of attorney
from the Shareholders without scrip which shares are in KSEI collective custody to their
proxies electronically through eASY website KSEI (https://easy.ksei.co.id) no later than 1
(one) working day prior to the date of the Meeting which is on Friday, May 31st 2024 at
12.00 Western Indonesia Time. Shareholders who will use eASY.KSEI can download the
usage guidelines at the following link (https://www.ksei.co.id/data/download-data-and-
user-guide). Electronic Power of Attorney or e-Proxy must comply with the procedures,
terms and conditions determined by KSEI.
b. Shareholders who are unable to attend can be represented by their attorneys by bringing a valid
Power of Attorney as determined by the Company's Directors, under the condition that
members of the Board of Directors, members of the Board of Commissioners and employees
of the Company can act as the authorized shareholders of the Company in this Meeting, but
their votes are no counted in the voting.
5. Shareholders who are willing to attend directly at the Meeting, are kindly requested to the following
provisions:
a. To facilitate the organization of the Meeting, the Shareholders or Shareholders’ Proxy are
kindly requested to be present at the Meeting Room at least 30 minutes before the Meeting
starts;
b. In the question-and-answer session, the facilities provided are only via e-mail that can be
delivered to email toto.indonesia@toto.co.id;
c. The Company will further announce if there are changes and/or additions to the provisions
related to the procedure for conducting the Meeting.
6. Shareholders or Shareholder’s Proxy who will attend the Meeting are kindly requested to bring and
submit a photocopy of the National Identity Card (KTP) or other valid personal identification and
a signed Power of Attorney (if the shareholder is represented by a proxy) to the Company's registrar,
before entering the Meeting Room. For the shareholders of the Company in the form of a legal
entity are kindly requested to bring a photocopy of the articles of association and their amendments
and the deed of appointment of the Board of Directors and the Board of Commissioners of the latest
management when the Meeting is held, which must be completed with proof of
approval/notification/ratification (as prevailed) from the official or authorized institution.
7. Specifically for Shareholders in Collective Custody must bring Written Confirmation for Meeting
("KTUR") which can be obtained through a Securities Company or Custodian Bank where
Shareholders open the securities account.
8. The materials for the Meeting can be downloaded through the Company's website
https://www.investor.toto.co.id/rups2024 from the date of the Convocation to the holding of the
Meeting.
9. Other matters that have not been regulated in this Convocation of the Meeting will be determined
and regulated later in the Meeting Rules of Procedure which will be available on the eASY.KSEI
website and the Company's website.
Jakarta, May 8th 2024
PT SURYA TOTO INDONESIA Tbk
Board of Directors
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Indonesia Stock Exchange
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PT Kustodian Sentral Efek Indonesia
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PT BSR Indonesia
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Gerardus Peu Apelabi.
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