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20240507_BREN_Pemanggilan RUPS_31636423_lamp2.pdf
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PT Barito Renewables Energy Tbk
(the “Company”)
INVITATION OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
The Board of Directors of the Company hereby invites the Company’s shareholders to attend
the Annual General Meeting of Shareholders (“Meeting”) which will be held on:
Day/Date : Wednesday, 29 May 2024
Time : 3 PM - finish
Venue : Wisma Barito Pacific II, Auditorium Room, Mezzanine Floor
Jl. Let. Jend. S. Parman Kav.60, West Jakarta 11410
AGENDA OF MEETING AND ITS EXPLANATION
1. Approval of the Company's Annual Report for the fiscal year 2023, including the
Report of Board of Directors and the Supervisory Duties Report of Board of
Commissioners and ratification of the Company and its subsidiaries' Consolidated
Financial Statements for the fiscal year ending on 31 December 2023, which have
been audited by the Public Accounting Firm Tanudiredja, Wibisana, Rintis, and
Partners.
Explanation:
The Company will provide explanations to the shareholders or their proxies regarding the
execution of the Company's business activities for the fiscal year ending on 31 December
2023, and the financial condition of the Company as stated in the consolidated financial
statements of the Company and its subsidiaries for the fiscal year ending on 31 December
2023, in accordance with the provisions set out in Article 69 paragraph (1) of Law No. 40 of
2007 on Limited Liability Companies as amended from time to time ("UUPT") and the
provisions set out in Article 9 paragraph (4) of the Company's Articles of Association.
Furthermore, the Meeting will approve and ratify the pertaining Annual Report and Financial
Statements of the Company as well as obtaining full acquittal and discharge (acquit et de
charge) to the Board of Commissioners and Board of Directors for their supervision and
management for the year ended on December 31, 2023.
2. Approval of the Use of the Company’s Profit for Fiscal Year 2023.
Explanation:
This Agenda of Meeting is conducted to comply with the provisions of Article 70 and Article
71 of UUPT and Article 9 paragraph (4) of the Company's Articles of Association regarding
the use of the Company's net profit for the fiscal year ending on 31 December 2023.
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3. Appointment and determination of the public accounting firm to audit the Company's
Financial Statement for the fiscal year ending on 31 December 2024.
Explanation:
This Agenda of Meeting is conducted to comply with the provisions of under Article 11
paragraph (4) letter d of the Company's Articles of Association and Article 68 paragraph (1)
letter c UUPT and Article 59 Regulation of the Financial Services Authority No.
15/POJK.04/2020 on Planning and Implementation of General Meeting of Shareholders for
Public Companies (“POJK 15/2020”).
4. Determination of remuneration (salary/honorarium and other allowances) for the
members of the Board of Directors and the Board of Commissioners of the Company
for the fiscal year 2024.
Explanation:
This Agenda of Meeting is conducted to comply with the provisions of Article 96 and 113 of
UUPT and Article 9 paragraph (4) of the Company's Articles of Association related to the
determination of salary/honorarium and other allowances for the members of the Board of
Directors and the Board of Commissioners for the fiscal year 2024.
5. Presentation of the report on the realization of the use of proceeds from the
Company's initial public offering as of 31 December 2023.
Explanation:
This Agenda of Meeting is conducted to comply with the provisions of Article 6 paragraph (1)
and paragraph (2) of Regulation of the Financial Services Authority No. 30/POJK.04/2015
on the Report of Realization of the Use of Funds from Public Offering ("POJK 30/2015")
where the Company plans to report the realization of the use of funds from the Company's
initial public offering. This agenda item does not require approval from the shareholders of
the Company.
6. Change in the use of proceeds from the public offering of the Company.
Explanation:
This Agenda of Meeting is conducted to comply with the provisions of Article 9 paragraph (1)
POJK 30/2015 where the Company plans to obtain an approval from the Company’s
shareholders in relation to changes of the use of funds from the Company's initial public
offering. The comparative overview of the proposed modifications to the use of proceeds
from the Company's initial public offering is as follows:
No Current Use of IPO Funds as per Planned Changes to the Use of IPO
the Company's Prospectus Funds
1. Capital contributions to Star Capital contributions to Star Energy
Energy Group Holdings Pte Ltd Group Holdings Pte Ltd
(“SEGHPL”) for payment of a (“SEGHPL”) for payment of a
portion of Facility B debt to portion of Facility B debt to
Bangkok Bank Public Company Bangkok Bank Public Company
Limited in the amount of Limited (“Bangkok Bank”) in the
approximately USD 127,835,414 amount of USD 90,000,000.
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Note: A voluntary prepayment to
Bangkok Bank was made on 8
November 2023.
2. - Capital contributions to BWE for
further allocation as: (i) payment of
the Tranche B facility from BNI
amounting to USD 29,000,000; and
(ii) the remaining proceeds for
general corporate purposes of
BWE.
GENERAL NOTES:
1. The Meeting will be conducted physically and electronically (virtually) with due observance
of POJK 15/2020 and Financial Services Authority Regulation No. 16/POJK.04/2020
concerning the Implementation of Electronic General Meeting of Shareholders of Public
Companies.
2. The Company will not send any separate invitation to the shareholders of the Company and
this Invitation serves as an official invitation to all shareholders of the Company.
3. In line with the requirements under POJK 15/2020, the Company has provided an
alternative for shareholders to grant the Electronic Power of Attorney through the
eASY.KSEI system managed by PT Kustodian Sentral Efek Indonesia (“KSEI”) in the link
https://akses.ksei.co.id/ (“E-Proxy”). Shareholders who wish to provide E-Proxy must
complete the process at the latest 1 (one) business day prior to the date of Meeting,
which is on Tuesday, 28 May 2024.
4. For shareholders who do not wish to provide E-Proxy, can grant the physical Power of
Attorney to the appointed employee of the Company’s Securities Administration Bureau
(BAE), i.e. PT Datindo Entrycom (“Datindo”), using the form of Power of Attorney that can
be downloaded from the link (download document click here).
5. The shareholders who have granted an authorization through E-proxy or a physical power of
attorney can join the Meeting virtually. The Company will send a link for the Meeting that can
be accessed by the shareholders after receiving a written request from the shareholder
through the e-mail address: corpsec@baritorenewables.co.id, by attaching a copy of E-
proxy or physical power of attorney, at the soonest 5 (five) calendar days before the Meeting
is held.
6. The Company’s Board of Directors, Board of Commissioners, and employees may act as a
proxy of a shareholder in the Meeting, provided that their votes will not be counted in the
voting.
7. Shareholders who are: (i) entitled to attend the Meeting, or (ii) represented through E-Proxy,
or (iii) represented through physical Power of Attorney; are those whose names are
registered in the Company’s Share Register and/or shareholders of the Company whose
names are registered as a shareholder in the securities sub accounts at KSEI by the closing
of trade at the Indonesia Stock Exchange on 6 May 2024, at 16:00 PM.
8. Documents required when attending the Meeting physically are as follows:
a) Shareholders and their proxies who will attend the Meeting are required to submit a copy
of their Identity Cards or any proof of identity of both the authorizer and the proxy to the
Company’s registration officer before entering the Meeting venue.
b) Shareholders in the form of Legal Entities are required to bring a copy of their valid
articles of association and its amendment, the latest deed of the management
composition, and/or the document(s) authorizing the representative to represent the said
shareholder.
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c) Shareholders whose names are registered in the collective deposit KSEI are required to
submit a Written Confirmation for the Meeting (Konfirmasi Tertulis Untuk Rapat /
“KTUR”) to the Company’s registration officer before entering the Meeting venue.
9. Shareholders or their proxies are requested to be at the Meeting’s venue, at least 30 (thirty)
minutes prior to the commencement of the Meeting.
10. The materials related to the Meeting are available and can be downloaded directly from the
Company’s website (www.baritorenewables.co.id)
11. Any inquiries or other information relating to the Meeting may be submitted to the Corporate
Secretary of the Company, at email address: corpsec@baritorenewables.co.id.
Jakarta, 7 May 2024
PT Barito Renewables Energy Tbk
The Board of Directors
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Names mentioned 8 people and organisations named in the text · linked when the evidence is strong
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Financial Services Authority
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Star Energy Energy Group Holdings Pte Ltd
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Bangkok Bank Public Company Limited
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PT Kustodian Sentral Efek Indonesia
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PT Datindo Entrycom
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Indonesia Stock Exchange
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