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RUPS notice Text extracted TOTO

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Page 1
                                         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.
Page 2
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
Page 3
           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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Names mentioned 7 people and organisations named in the text · linked when the evidence is strong

linked org SURYA TOTO INDONESIA Tbk p.1 ×5
linked person Menteng, Jakarta Pusat p.3
possible org Otoritas Jasa Keuangan p.1
unresolved org Indonesia Stock Exchange p.2
unresolved org PT Kustodian Sentral Efek Indonesia p.2 ×3
unresolved org PT BSR Indonesia p.2 ×3
unresolved person Gerardus Peu Apelabi. p.3

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