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20240507_VTNY_Pemanggilan RUPS_31635918_lamp2.pdf
RUPS notice Text extracted VTNYSource file signed link, expires in 15 minutes
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Page 1 OCR 0.934
VENTENY
002/VFI/PENG/DIRI/V/2024
INVITATION FOR ANNUAL AND EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS PT VENTENY Fortuna International Tbk.
(“The Company”)
The Board of Directors of the Company hereby invites the Shareholders of the Company to
attend the Annual General Meeting of Shareholders (AGMS) and Extraordinary General
Meeting of Shareholders (EGMS), hereinafter collectively referred to as the (“Meeting”) which
will be held on:
Day/Date : Wednesday, May 29", 2024
Time : 14.00 WIB — finished
Place : Financial Hall Jakarta
Graha CIMB Niaga 2" Floor
Jalan Jenderal Sudirman Kav. 58
Jakarta, 12190
Link to follow the Meeting — : Access the KSEI Electronic General Meeting System
(eASY.KSEI) facility in the https://akses.ksei.co.id
link provided by KSEI
Agenda of the AGMS as follows:
1.
Approval of the Company's Annual Report including the Financial Report and Supervisory
Duties Report of the Company's Board of Commissioners for the financial year ending
December 31,2023 as well as granting full release and release of responsibility (acguit et
decharge) to all members of the Board of Directors for management actions and to the
Company's Board of Commissioners for supervisory actions that have been carried out
during the financial year ending December 31, 2023.
Approval of the determination of the use of the Company's net profit for the financial year
ending December 31, 2023.
Determination of salaries or honorarium and allowances for the 2024 financial year for
members of the Board of Directors and members of the Board of Commissioners of the
Company.
Approval of the appointment of a Registered Public Accounting Firm (including Registered
Public Accountants who are members of a Registered Public Accounting Firm) to audit
the Company's Financial Statements for the financial year ending December 31, 2024.
Report on the Realization of Use of Funds from the Initial Public Offering of Shares as of
December 31, 2023.
Agenda of the EGMS as follows:
1.
2.
Approval of confirmation of the composition of shareholders and confirmation of the status
of the Company.
Adjustment of the Company's business activities.
Explanation of the Meeting Agenda as follows:
AGMS:
1.
The 151 to 4" AGMS agenda items are routine agenda items and must be submitted by
the Board of Directors at the Company's AGMS. This is in accordance with the provisions
in the Company's Articles of Association and Law no. 40 of 2007 concerning Limited
Liability Companies ("UUPT").
The 5" agenda item relates to the Realization Report on the Use of Funds ("LRPD") from
Public Offering Results in accordance with the provisions of Financial Services Authority
Regulation No. 30/POJK.04/2015 dated 22 December 2015 (“POJK No. 30/2015”). p
Page 2 OCR 0.934
VENTENY
EGMS:
1. The Company's 1st EGMS agenda reguested that shareholders agree to confirm the
composition of the Company's shareholders, taking into account the provisions of laws
and regulations regarding capital markets and approval of the change in the Company's
status from a foreign investment company to a domestic investment company.
2. The second agenda approval of adjustments to the Company's business activities based
on the 2020 KBLI in order to adjust to risk-based NIB.
General provisions:
1.
The invitation to this meeting is an official invitation in accordance with the provisions of
Article 52 paragraph (1) of Financial Services Authority Regulation No. 15/POJK.04/2020
concerning Planning and Organizing General Meetings of Shareholders of Public
Companies in conjunction with Article 21 paragraph 11 a (i) of the Company's Articles of
Association, so that it is no longer necessary to send separate invitations to the
Company's Shareholders.
2. The Company's Shareholders who have the right to attend or be represented at the
Company's Meeting are the Company's Shareholders whose names are recorded in the
Register of Shareholders on Monday May 6, 2024, at 16.00 WIB.
3. Electronically holding Company Meetings will use the eASY.KSEI application provided by
PT Kustodian Sentral Efek Indonesia (“KSEI”) with due observance of Financial Services
Authority Regulation No. 16/POJK.04/2020 concerning the Implementation of Electronic
General Meetings of Shareholders of Public Companies in conjunction with Article 24 of
the Company's Articles of Association.
4. In connection with the holding of the Meeting via the eASY.KSEI application as referred
to above, Shareholder participation in the Meeting can be carried out using the following
mechanism:
a. physically present at the Meeting, or
b. attend the Meeting electronically or provide power of attorney electronically via
@ASY.KSEI application, or
c. grant power of attorney using the written power of attorney format as intended in point
9 letter b of these General Provisions.
5. Shareholders of the Company or their proxies who will attend electronically via the
@ASY.KSEI application as referred to in point 4 letter b of these General Provisions,
please pay attention to the following matters:
a. Shareholders of the Company can declare their presence electronically until May 28,
2024 at 12.00 WIB (“Presence Declaration Deadline"), and vote via eASY.KSEI from
the date of this Invitation until the Attendance Declaration Deadline.
b. To:
(i) Shareholders of the Company who have not declared their presence
electronically by the deadline as referred to in point 5 letter a of these General
Provisions,
(ii) Company Shareholders who have declared their presence electronically but
have not yet cast their vote by the Deadline for Declaration of Attendance,
(iii) Shareholder representatives and independent parties who have been appointed
by the Company (PT Adimitra Jasa Korpora as the Company's Securities
k
Administration Bureau ("BAE") who have received power of attorney from the r
Page 3 OCR 0.936
VENTENY Company's Shareholders, but the Shareholders concerned have not yet determined their voting options by the Declaration Deadline Presence, (iv) KSEl/Intermediary Participants (Custodian Banks or Securities Companies) who have received power of attorney from the Company's Shareholders who have determined their voting options in the eASY.KSEI application, must register via the eASY.KSEI application on the date of the Meeting from 12.30 WIB to 13.30 WIB. c. Delays or failures 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 not being counted in the attendance guorum. 6. Shareholders of the Company in the form of documents/scripts can provide power of attorney using the written power of attorney format available on the Company's website (https://www.venteny.com). 7. For Company Shareholders or their proxies who wish to physically attend the Meeting as referred to in point 4 letter a of these General Provisions, the Company Shareholders or their proxies are reguired to submit to the registration officer the original Written Confirmation for the Meeting (hereinafter referred to as "KTUR") and the original Card Resident ID (hereinafter referred to as "KTP") or other identification before entering the Meeting room. For representatives of Company Shareholders who are legal entities, apart from submitting the original KTUR and photocopy of KTP or other identification, they must also submit a photocopy of the latest articles of association and deed of appointment of the latest management of the legal entity they represent. 8. In the event that there are Shareholders or their proxies who have declared or registered their presence electronically, but then the Shareholders or their proxies are physically present at the Meeting, the Company will cancel the electronic presence of the Shareholders or their proxies referred to in the eASY.KSEI application. 9. Company Shareholders can be represented by their proxies: a. by providing power of attorney electronically (e-Proxy) via the eASY.KSEI application as referred to in point 4 letter b of these General Provisions with the provisions that Shareholders are reguired to convey their power of attorney and/or vote, make changes to the appointment of the power of attorney and/or choice of vote for agenda items. Meetings, as well as revoking power of attorney, electronically via the eASY.KSEI application from the date of this Invitation until the Deadline for Declaration of Attendance, b. by using the written power of attorney format available on the Company's website (https://www.venteny.com), with the following conditions: i. Company Shareholders are not entitled to grant power of attorney to more than one proxy for a portion of the number of shares they own with different votes, ii. In the event that the power of attorney as referred to in point 9 letter b of these General Provisions is signed outside the territory of the Republic of Indonesia, the power of attorney must be legalized by the local public notary and the local Official representative office of the Republic of Indonesia government, ii.” The power of attorney format can be downloaded on the Company's website and if it has been filled in completely, it must be submitted to BAE whose office address is at: .
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10. 11. 12. 13. VENTENY Kirana Boutigue Office Jl. Kirana Avenue II Blok F3 No 5 Kelapa Gading, Jakarta Utara 14250 Telepon: 021-29745222 Fax: 021-29289961 on every working day from the date of the Invitation to the Meeting until no later than Friday, May 22,2024 until 16.00 WIB. Cc. if members of the Board of Directors, Board of Commissioners and employees of the Company act as proxies at the Meeting, the votes cast are not taken into account in the voting. Materials relating to the Meeting are available and can be accessed via the Company's website (https://www.venteny.com) from the date of this Invitation to the Meeting until the day of the Meeting. Shareholders of the Company or their proxies can watch the ongoing Meeting via Zoom webinar by accessing the eASY.KSEI menu, the GMS Impressions submenu located on the AKSes KSEI facility (https://akses.ksei.co.id/) or on the GMS Impressions menu on AKSes KSEI mobile, with the following conditions: a. The Company's Shareholders or their proxies have been registered on the @ASY.KSEI application no later than May 28, 2024 at 12.00 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 serve basis. For Company Shareholders or their proxies who do not have the opportunity to witness the implementation of the Meeting via the GMS Broadcast, they are still considered legally present electronically and their share ownership and vote choices are taken into account at the Meeting, as long as they have been registered in the eASY.KSEI application. c. Shareholders of the Company or their proxies who only witnessed the implementation of the Meeting via the GMS Broadcast but were not registered to attend electronically on the eASY.KSEI application, the presence of the Shareholders or their proxies is considered invalid and will not be included in the calculation of the meeting attendance guorum. To get the best experience in using the eASY.KSEI application and/or GMS Impressions, shareholders or their proxies are advised to use the Mozilla Firefox browser. If after the date of this Invitation there are operational technical changes to the eASY.KSEI application, or changes to KSEI regulations, guidelines and/or explanations related to holding Meetings electronically via the eASY.KSEI application, then these changes apply to the implementation of the Meeting, and all arrangements in the Terms These general matters related to holding meetings electronically via the eASY.KSEI application are deemed to be adjusted to these changes.
Page 5 OCR 0.940
VENTENY Notes: 1 2) 3) 4 The Company does not provide printed materials in any form. Agenda materials from the date of this Invitation until the Meeting is held can be downloaded on the Company's website. The Company's Shareholders or their proxies are respectfully reguested to attend the Meeting at 13.00 WIB, so that the Meeting can start on time. Registration will close at 13.50 WIB. Shareholders or Shareholders' proxies who are present after registration closes will be considered absent, therefore they will not be able to submit proposals and/or guestions and will not be able to vote at the Meeting. If there are changes and/or additional information regarding the procedures for holding the Meeting, it will be announced on the Company's website (https://www.venteny.com). If there is an emergency situation so that the Company is forced to be unable to hold a physical Meeting, the Company will hold an electronic Meeting without the presence of the Shareholders by providing prior notification to the Company's Shareholders. Jakarta, May 7", 2024 PT VENTENY Fortuna International Tbk. k Director
Names mentioned 4 people and organisations named in the text · linked when the evidence is strong
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org
Financial Services Authority
p.1 ×3
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PT Kustodian Sentral Efek Indonesia
p.2
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org
PT Adimitra Jasa Korpora
p.2
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