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20240424_ZATA_Pemanggilan RUPS_31629450_lamp2.pdf
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CONVOCATION
ANNUAL GENERAL MEETING OF SHAREHOLDERS (“AGMS”)
PT BERSAMA ZATTA JAYA, Tbk
The Directors of PT Bersama Zatta Jaya Tbk (the “Company") domiciled in Bandung hereby
invite the shareholders to attend the Annual General Meeting of Shareholders (“AGMS”), here
in after referred to as the (“Meeting”) which will be held on:
Day / Date : Thursday, 16 Mei 2024
Time : 10.00 WIB – Finished
Venue : Elcorps Building, Industrial Area Prapanca No. 24, Bandung 40214,
and through the eASY.KSEI app.
About the above, we herewith convey the agenda of the Annual GMS as follows:
1. Approval of the annual report and ratification of the Company's financial statements for
the financial year ending December 31, 2023.
Explanation:
Based on Law no. 40 of 2007 concerning Limited Liability Companies (“UUPT”), where
the annual report and financial report must be approved and ratified by the AGMS.
The Company's Annual Report includes, among other things, the Company's Financial
Statements for the financial year ending December 31, 2023, and the Company's Board
of Commissioners Supervisory Report. In this Agenda, the Company will submit a
proposal for the AGMS to approve the Annual Report, ratify the Company's Financial
Statements and the Supervisory Report of the Company's Board of Commissioners, and
provide full discharge and release of responsibility (“acquit et de charge”) to the Board
of Directors and Board of Commissioners of the Company for the management and
supervision carried out during the 2023 financial year, insofar as these management and
supervisory actions are reflected in the Company's Annual Report for the 2023 financial
year.
2. Approval of the use of the Company's Net Profit for the 2023 financial year.
Explanation:
Based on the provisions of Article 70 and Article 71 paragraph 1 UUPT, where the use
of the Company's net profit is decided by the AGMS.
By the provisions of Article 24 of the Company's Articles of Association and Article 71
UUPT the proposal for the use of the Company's net profit in a financial year as reflected
in the balance sheet and profit and loss calculation which has been approved by the
AGMS, in which the proposal can be stated how much the amount of undivided net
income will be submitted to the AGMS for approval.
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3. Approval of the Appointment of a Public Accountant for the financial year ending
December 31, 2024
Explanation:
According Based on the provisions of Article 13 paragraph 1 of the Financial Services
Authority (“OJK”) Regulation No.13/POJK.03/2017 concerning the Use of Public
Accounting Services and Public Accounting Firms in Financial Services Activities, the
GMS determines the Public Accountant and/or Public Accounting Firm for audit the
Company's 2024 Financial Statements by considering the proposals of the Company's
Board of Commissioners. In the regard of GMS cannot decide on the appointment of a
public accountant, the GMS can delegate this authority to the Board of Commissioners,
accompanied by an explanation regarding:
a. Reasons for delegation of authority
b. Criteria or limitations for public accountants who can be appointed
4. Approval of changes to the composition of the Company's management.
Explanation:
Taking into account (i) the provisions of Article 3 and Article 23 POJK No.
33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of
Issuers or Public Companies and (ii) Article 11 and Article 14 of the Company's Articles
of Association stipulate that members of the Board of Directors/Board of Commissioners
are appointed and dismissed by the GMS.
5. Determination of remuneration for members of the Company's Board of Commissioners
and Directors.
Explanation:
Based on the provisions of Article 96 paragraph 1 in conjunction with Article 113 UUPT,
where the amount of remuneration for the Board of Commissioners and Directors is
determined by the AGMS.
The Company will propose at the AGMS to:
a. To give authority to the Company's Board of Commissioners to determine the
maximum amount of salaries and allowances and/or other income for all members of
the Company's Board of Directors for the 2024 financial year;
b. Determine the number of salaries and allowances and/or other income for members of
the Company's Board of Commissioners for the 2024 financial year and authorize the
Company's President Commissioner to determine the distribution of the amount of
honorarium among members of the Board of Commissioners.
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Note:
1. The Company does not send a separate invitation to the shareholders of the Company
as this call of advertisement is considered as an official invitation. This invitation is able
to be viewed on the Company’s website (www.elcorps.com), PT Bursa Efek Indonesia
website and PT Kustodian Sentral Efek Indonesia website.
2. Pursuant to Article 23 paragraph 2 of Financial Services Authority Regulation no.
15/2020, those who are entitled to attend / represent and vote in the Meeting are
shareholders whose names are recorded in the Register of Shareholders of the 1 (one)
working day prior to the invitation to the AGMS/EGMS on 23 April 2024.
3. The participation of shareholders in the Meeting can be done by the following mechanism:
a) Attend the meeting physically. Shareholders who will attend the Meeting, before
entering the Meeting room are requested to:
1. Informing the Single Investor Identification (SID) number originating from KSEI.
2. Submit to the registration officer a photocopy of the National Identity Card (“KTP”).
3. For Shareholders of Legal Entities or Proxy of Shareholders of Legal Entities to
submit:
(i) Power of attorney that has been determined by the Company,
(ii) Photocopy of the company's latest Articles of Association,
(iii) A photocopy of the deed of appointment of the latest company management
composition, also
(iv) Special power of attorney (if required by the Articles of Association of the Legal
Entity).
4. Shareholders whose shares have been placed in KSEI's Collective Custody or
their legal proxies who will attend the Meeting, are required to submit the original
Written Confirmation for the Meeting ("KTUR") and a photocopy of their ID card or
other proof of identity
b) Attend the Meeting electronically through the eASY.KSEI facility. To use the
eASY.KSEI facility, shareholders can access the eASY.KSEI menu located in
KSEI's AKSes (https://access.ksei.co.id/). The deadline for submitting a declaration
of presence or power of attorney and vote in the eASY.KSEI menu is 12.00 WIB on 1
(one) working day before the date of the Meeting.
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4. Power of Attorney
a) Non-Electronic Authorization
Shareholders can provide power of attorney outside the eASY.KSEI mechanism,
with the format of the Power of Attorney which has been provided and can be
downloaded through the Company's website (www.elcorps.com). The power of
attorney must have been submitted to the Corporate Secretary of PT. Bersama Zatta
Jaya, Tbk, Elcorps Building, Kp Harikukun RT. 03/07 Cigondewah Kaler, Bandung
Kulon, Bandung 40214, no later than 2 working days before the date of the Meeting.
b) Electronic Authorization (“e-Proxy”).
The Company urges the shareholders in KSEI Collective Custody to grant power of
attorney electronically (“e- Proxy”) to:
1. PT. ADIMITRA JASA KORPORA, as an Independent party, namely the
representative appointed by the Company which is the Company's Securities
Administration Bureau to represent the shareholders to attend and vote in the
Meeting through the eASY.KSEI facility, which is found in AKSes.KSEI by
selecting the type power of attorney for “INDEPENDENT REPRESENTATIVE”
and enter voting choices for each agenda item of the Meeting;
2. Proxy appointed by the Shareholders, as long as the Proxy has been registered
in eASY.KSEI. Electronic power of attorney (“e-Proxy”) must comply with the
procedures, terms, and conditions stipulated by KSEI and the Company.
5. In regard with the issuance of KSEI's letter No. KSEI-4012/DIR/0521 dated 31 May
2021 concerning the Implementation of the e-Proxy Module and e-Voting Module on
the eASY.KSEI Application along with the Impressions of the Shareholders’ General
Meeting, KSEI has currently provided an e-GMS platform for the implementation of the
GMS electronically. Therefore, the Company may hold the Meeting electronically where
the Shareholders of the Company may attend the Meeting electronically through the
Electronic General Meeting System application with the link
https://easy.ksei.co.id/egken (eASY.KSEI) provided by KSEI.
6. In accordance with Article 17 and 18 of POJK 15/2020, materials related to the Meeting;
copies of electronic documents, are available to Shareholders since the date of the
Invitation up until the holding of the Meeting. These can be accessed and downloaded
through the Company’s website (www.elcorps.com).
Bandung, 24 Mei 2024
DIRECTORS
PT BERSAMA ZATTA JAYA, Tbk
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Financial Services Authority
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PT Kustodian Sentral Efek Indonesia
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PT. ADIMITRA JASA KORPORA
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