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20240426_WSKT_Pemanggilan RUPS_31630434_lamp2.pdf
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INVITATION OF THE
GENERAL MEETING OF SHAREHOLDERS OF
PT WASKITA KARYA (PERSERO) Tbk
The Board of Directors of PT Waskita Karya (Persero) Tbk (“Company”) herewith invite the
Shareholders of the Company to attend the General Meeting of Shareholders (“Meeting”)
which will be held on:
Day/Date : Wednesday, May 22nd, 2024
Time : 14.00 Western Indonesia Time – Finish
Venue : Waskita Heritage Building, 11th floor, Jl MT Haryono
No. 10 RT 11 RW 11 Cipinang Cempedak,
Jatinegara, East Jakarta, Jakarta 13340.
With the following Agendas:
1. Approval of the Annual Report, Ratification of the Company's Consolidated Financial
Statements, Approval of the Board's Oversight Task Report, and Ratification of the
Financial Statements of the Micro and Small Business Financing Program (PUMK) for Fiscal
Year 2023, along with Settlement and Complete Release (volledig acquit et de charge) of
Responsibilities to the Board of Directors for Corporate Management Actions and to the
Board of Commissioners for Corporate Oversight Actions Carried Out During Fiscal Year
2023
2. Appointment of a Public Accounting Firm to conduct Audit of the Company's Consolidated
Financial Statements Micro and Small Business Financing Program (PUMK) Reports for
the Fiscal Year 2024.
3. Determination of Salaries/Honorariums including Facilities and Allowances for the Board
of Directors and Board of Commissioners of the Company for the Fiscal Year 2024, as well
as Bonuses/Performance Incentives/Special Incentives for the Board of Directors and
Board of Commissioners of the Company for Performance in Fiscal Year 2023.
4. Report on the Use of Proceeds from Capital Injection through Limited Public Offering II
with Pre-emptive Rights 2021.
5. Report on the Use of Proceeds from Public Offering of Bonds IV and Mudharabah Sukuk
I Waskita Karya in 2022.
6. Changes of the Compositions of the Company’s Management.
With the following explanations:
a. The Meeting agenda number 1 to 3 are held annually to fulfill the requirements of
Article 21, paragraph (2) of the Company’s Articles of Association, Law Number 40
year 2007 concerning Limited Liability Companies (‘Company Law’), and Article 23,
paragraph (2) of Law Number 19 of 2003 on State-Owned Enterprises.
b. Meeting Agenda number 4 is held to comply with the provisions of Article 5, paragraph
(1) of the Company's Articles of Association, as well as Minister of State-Owned
Enterprises Regulation Number Per-01/MBU/03/2021 regarding Guidelines,
Suggestions, Reports, Monitoring, and the Change of Use of Proceeds of State Capital
Investment to State-Owned Enterprises, along with Article 6 of POJK Number
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30/POJK.04/2015 concerning Reports on the Realization of Utilization of Proceeds from
Public Offerings.
c. Meeting Agenda number 5 is held to comply with the provisions of Article 6 POJK
Number 30/POJK.04/2015 concerning Report on the Realization Reports on Utilization
of Proceed of Public Offerings.
d. Meeting Agenda number 6 is held to comply with the provisions of Article 11 paragraph
(10) point (12) The Articles of Association of the Company and Minister of State-
Owned Enterprises Regulation Number Per-03/MBU/03/2023 concerning the
Organization and Human Resources of State-Owned Enterprises.
Notes:
With regard to the Meeting, the Company notify as follows:
1. The Company shall not send separate invitations to the Shareholders, as this
announcement constitutes as an official Invitation to the Meeting.
2. Materials for the Meeting are available from the date of this Invitation until the day of the
Meeting. The Meeting materials may be downloaded from the Company’s website via
https://investor.waskita.co.id/gms.html pursuant to Article 18 paragraph (1) of Financial
Services Authority Regulation Number POJK 15/2020 Concerning Planning and
Implementation of General Meeting of Shareholders for Public Companies (“POJK
15/2020”) and eASY.KSEI application.
3. Based on Article 23 paragraph (2) of POJK 15/2020, Shareholders who are entitled to
attend and vote in the Meeting are those whose names are recorded in the register of
Shareholders of the Company or in the securities account at The Indonesia Central
Securities Depository (“KSEI”) on April 25th, 2024.
4. The participation of the Shareholder in the Meeting shall be enforced with the following
mechanism:
a. Attend the on-site Meeting;
b. Attend the virtual Meeting through eASY.KSEI application
5. With respect to utilize the eASY.KSEI application, the shareholder shall access the
eASY.KSEI menu, submenu eASY.KSEI login which available at the AKSes facility
(https://akses.ksei.co.id/).
6. Before prescribing to participate in the Meeting, the shareholder shall read the requirement
which delivered through this Invitation along with other requirement related to the Meeting
implementation in accordance with the authority set forth by Company. The other
requirement shall be found through the attachment on the “Meeting Info” feature on the
eASY.KSEI application and/or the Meeting Invitation is available on the Company’s
website. The Company has the right to determine the other requirement related to the
shareholder or the proxy participation who will attend the on-site Meeting.
7. Shareholders who will attend the on-site Meeting or the shareholder who will implement
their voting right through the eASY.KSEI application, shall inform their attendance or
appoint their proxy, and/or submit their vote to the eASY.KSEI application.
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8. The deadline for submitting an electronic declaration of attendance or being able to provide
power of attorney electronically (e-proxy) and vote electronically in the eASY.KSEI
application is no later than 12.00 WIB on 1 (one) working day prior to the date of the
Meeting, which is on May 21st, 2024.
9. Shareholders who will attend the on-site Meeting or provide the electronic proxy to the
Meeting through the eASY.KSEI application shall consider the following matter:
a. Registration process
i. The local individual type of shareholders who have not provided the declaration of
presence or power of attorney in the eASY.KSEI application by the deadline
stated in point 8 and desire to attend the Meeting electronically are required to
register the attendance in the eASY.KSEI application on the date of the Meeting
until the electronic registration period for the Meeting is closed by the Company.
ii. The local individual type of shareholders who have provided the declaration of
attendance but have not provided their vote at minimum for 1 (one) Meeting
agenda in the eASY.KSEI application until the deadline stated in point 8 and
desire to attend the Meeting electronically therefore shall register their attendance
in the eASY.KSEI application on the date of the Meeting until the Meeting
registration period is closed by the Company.
iii. The shareholders who have provided the power of attorney to their proxy which
provided by the Company (Independent Representative) or Individual
Representative but such shareholder has not provided their vote at minimum for
1 (one) Meeting agenda in the eASY.KSEI application until the deadline stated in
point 8, therefore such proxy who represents the shareholder shall register the
attendance in the eASY.KSEI application on the date of the Meeting until the
period of the electronic Meeting registration is closed by the Company.
iv. The shareholders who have provided their power of attorney to their
proxy/intermediary (Custodian Bank or the Securities Company) and have already
provided their vote in the eASY.KSEI application until the deadline stated in point
8, therefore the proxy who has been registered in the eASY.KSEI application shall
register their attendance in the eASY.KSEI application on the date of the Meeting
until the electronic Meeting registration is closed by the Company.
v. The shareholders who have provided the declaration of attendance or power of
attorney to their proxy which provided by the Company (Independent
Representative) or Individual Representative and have already provided their vote
at minimum for 1 (one) Meeting agenda in the eASY.KSEI application no later
than the deadline stated in point 8, therefore the shareholder or the proxy will be
automatically counted as the attendance quorum and the vote which has already
provided will be automatically counted in the Meeting voting.
vi. The lateness or failure of the electronic registration process as mentioned in point
i-iv, with any reason, will cause the shareholder or their proxy cannot attend the
electronic Meeting, as well as their shares shall not be counted as attendance
quorum in the Meeting.
b. The Process of the Electronic Question and/or Opinion Deliverance
i. The shareholders or their proxies have 1 (one) chance to deliver their question
and/or opinion in every discussion session per Meeting agenda. The question
and/or opinion per Meeting agenda shall be delivered in writing by the
shareholders or their proxy by using the chat feature on the Electronic Opinions
section provided on the E-Meeting Hall screen in the eASY.KSEI application. The
delivery of question and/or opinion shall be implemented as long as the Meeting
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status on General Meeting Flow Text section is ”Discussion started for agenda item
no []”.
ii. The determination of the mechanism of the discussion per Meeting agenda in
writing through the E-Meeting Hall screen in the eASY.KSEI application is the
authorization of every Company and such thing shall be stated by the Company in
the Meeting Implementation Proceeding through eASY.KSEI application.
iii. To all the proxy who will attend the electronic Meeting and will deliver question
and/or opinion from the shareholder at the discussion session is held, therefore
shall write their shareholder’s name and the number of the shares followed by the
related question or opinion.
c. The Process of Voting
i. The electronic voting process will be held in the eASY.KSEI application on E-
Meeting Hall menu, sub menu Live Broadcasting.
ii. The shareholders who attend or represented by their proxy but have not provided
their vote on the Meeting agenda as stated in point 9 letter a number i- iii,
therefore the shareholders or the proxy have the chance to deliver their vote as
long as the voting period through the E-Meeting Hall screen in the eASY.KSEI
application is still opened by the Company. When the period of the electronic
voting per Meeting agenda is started, the system will automatically run the voting
time by counting down for 5 (five) minutes. When electronic voting process is
held, the status of ”Voting for agenda item no [] has started” will be seen in the
General Meeting Flow Text section. If the shareholders or the proxy do not provide
their vote for related Meeting agenda until the Meeting status seen in the section
is changing firm ’General Meeting Flow Text’ to ’Voting for agenda item no [] has
ended’, therefore such shareholder or proxy will be considered to vote Abstain.
iii. Voting time during the electronic voting period is constituted as the standard
period which determined in the eASY.KSEI application. Every Company may
determine the electronic voting time period per Meeting agenda (with the
maximum period of time is 5 (five) minutes per Meeting agenda) and shall be
stated in the Meeting Implementation Proceeding through the eASY.KSEI
application.
d. The Meeting Implementation Live Broadcasting
i. The shareholders or the proxy who have already registered in the eASY.KSEI
application no later than the period stated in point 8 shall witness the hold of the
Meeting implementation through zoom application by accessing the eASY.KSEI
menu, submenu “Tayangan RUPS” which provided in the AKSes
(https://akses.ksei.co.id/) facility.
ii. The General Meeting of Shareholder has 500 participant capacities, where the
attendance of each participant will be determined based on first come first serve
basis. For the shareholders or proxy who do not have the chance to witness the
Meeting implementation through “Tayangan RUPS” shall be considered attend the
electronic Meeting legitimately as well as their shares ownership and their vote shall
be considered in the Meeting, as long as they are already registered in the
eASY.KSEI application in accordance with the requirement stated on pint 9 letter
a number i-v.
iii. The shareholders or the proxy who only witness the Meeting implementation
through “Tayangan RUPS” but have not registered electronically through the
eASY.KSEI application in accordance with the requirement stated on pint 9 letter
a number i-v, therefore their attendance shall be considered not legitimate and shall
not be included in the Meeting quorum attendance.
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iv. The shareholders or the proxy who only witness the Meeting through“Tayangan
RUPS” have the raise hand feature which can be used to ask question and/or opinion
during the discussion period is held. If the Company allows the participant to
activate the allow to talk, therefore the shareholders or the proxy to deliver the
question and/or opinion by speaking directly. The determination of the discussion
per Meeting agenda mechanism by using the “allow to talk” feature which provided
in the “Tayangan RUPS” is the authority of every Company and such thing shall be
stated in the Meeting Implementation Proceeding through the eASY.KSEI
application.
v. To gain the best experience in using the eASY.KSEI application and/or “Tayangan
RUPS”, the shareholder or the proxy is recommended to use the Mozilla Firefox
browser.
10. Supposing the Shareholders intend to attend the on-site Meeting, please consider the
following guidelines:
a. Shareholders who are not present at the on-site Meeting may be represented by their
proxy with the following requirements:
1) The Shareholders shall issue a Power of Attorney to independent parties on
condition that the member of Board of Directors and the Board of Commissioners,
and officials of the Company, may be acted as a proxy of the Shareholders in the
Meeting. Nevertheless, their votes are not calculated in the voting.
2) The form of the Power of Attorney may be downloaded on the Company’s website.
The fully completed Power of Attorney shall be delivered to the Securities
Administration Bureau (”BAE”) of the Company, PT Datindo Entrycom, at Jl.
Hayam Wuruk No. 28, Jakarta 10210, Telp. (021) 3508077, at the latest on May
21st, 2024 at 11.00 Western Indonesia Time.
b. Attending Shareholders (or their proxy) are requested to bring and submit a copy of
valid identification to the registration officer before entering the Meeting room.
c. Legal Entity Shareholders are requested to bring a complete copy of their Articles of
Association, attached with the deed of the current composition of the Board of
Directors and the Board of Commissioners.
d. Shareholders included in Collective Custody must submit Written Confirmation for
Meeting (”KTUR”) which may be obtained during business hours at the Securities
Company or at the Custodian Bank in which the Shareholders open their securities
account.
e. Shareholders (or their Proxy) shall follow the health and safety protocol implemented
by the Company at the Meeting venue.
f. It is recommended that Shareholders (or their proxies) give power of attorney through
the eASY.KSEI system without prejudice to their rights to ask questions, opinions
and/or vote at the Meeting.
11. To facilitate the arrangement and orderly conduct of the Meeting, shareholders (or their
proxies) are kindly requested to be present at the Meeting venue 30 (thirty) minutes before
the scheduled start time.
Jakarta, April 26th 2024
BOARD OF DIRECTORS
PT WASKITA KARYA (PERSERO) Tbk
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PT Datindo Entrycom
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