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20240424_SRTG_Pemanggilan RUPS_31629408_lamp3.pdf

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                         PT SARATOGA INVESTAMA SEDAYA TBK.
                                    (“Company”)
                                      INVITATION
                             ANNUAL AND EXTRAORDINARY
                         GENERAL MEETING OF SHAREHOLDERS


The Board of Directors of the Company hereby invite the Shareholders of the Company to
attend the Annual General Meeting of Shareholders (“AGMS”) and Extraordinary General
Meeting of Shareholders (“EGMS”) (AGMS and EGMS collectively referred to as “Meeting”)
which will be convened physically and electronically through the Electronic General Meeting
System KSEI facility (“eASY.KSEI”) provided by PT Kustodian Sentral Efek Indonesia
(“KSEI”) on:

              Day/Date           :   Thursday, 16 May 2024
              Time               :   10.00 Western Indonesian Time – Finish
              Venue              :   Raffles Jakarta, 2nd floor, Djakarta Room
                                     Ciputra World, Jl. Prof. DR. Satrio, Kav. 3
                                     Jakarta 12940

The agenda of the Meeting are as follows:

AGMS

1. Approval on the Annual Report for the financial year of 2023 and ratification on the
   Financial Statement of the Company for the financial year ended on 31 December
   2023 and provide full acquittal and discharge (volledig acquit et de charge) to all of
   the members of the Board of Directors and Board of Commissioners of the
   Company for management and supervision performed during the financial year of
   2023.

   Explanation:
   In this agenda, the Board of Directors of the Company will seeking approval and
   ratification from the Meeting on the Company’s performance in 2023 and the
   implementation of supervisory duties of Board of Commissioners in 2023, as stipulated in
   the Annual Report and the Financial Statement of the Company, as well as providing full
   release and discharge (volledig acquit et de charge) to the members of the Board of Directors
   and/or the Board of Commissioners of the Company on their management and supervisory
   duty carried out throughout financial year 2023, so long as those actions are clearly stated
   under the Company’s Annual Report and Financial Report and is not a criminal offense or a
   breach of the prevailing laws and regulations, in accordance with Article 10 paragraph (4)
   point a of the Articles of Association of the Company juncto Article 78 of the Law No. 40
   of 2007 on the Limited Liability Company as amended with Law No. 6 of 2023 on
   Enactment of Government Regulation in Lieu of Law No. 2 of 2022 on Job Creation into
   Law (the “Company Law”).

2. Approval on the determination of the use of the Company’s net profit for the financial
   year of 2023.

   Explanation:
   In this agenda, the Board of Directors of the Company will present its plan to allocate a
   portion of the Company’s retained earnings as stated in the Company’s Financial
   Statement per 31 December 2023 for dividend, to be approved by the AGMS.
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3. Approval on the appointment of Public Accountant and Public Accounting Firm to
   audit the Financial Statement of the Company for the financial year ended on 31
   December 2024.

   Explanation:
   Considering the appointment of Public Accountant and Public Accounting Firm by the
   Board of Commissioners of the Company are currently in progress, the Board of Directors
   of the Company recommend the Meeting to grant the authority to the Board of
   Commissioners of Company, by taking into account any recommendation from the Audit
   Committee in appointing the Public Accountant and Public Accounting Firm to audit the
   Financial Statement of the Company for the financial year ended on 31 December 2024
   and other audit as required by the Company, in accordance with Article 59 paragraph (1) of
   the Financial Services Authority Regulation No. 15/POJK.04/2020 on the Plan and
   Implementation of General Meeting of Shareholders of Public Companies and Article 3
   paragraph (1) of the Financial Services Authority Regulation No. 9 Year 2023 on the Use of
   Services of the Public Accountants and Public Accounting Firms in Financial Services
   Activities.

4. Approval on the determination of the salary, honorarium and allowances and other
   facilities for the member of the Board of Directors and the Board of Commissioners
   for the financial year of 2024.

   Explanation:
   In this agenda, the Board of Directors of the Company will ask the Meeting to approve the
   following:
   (i)      The maximum amount of the remuneration for all members of the Board of
            Commissioners for the financial year of 2024, by taking into account the advice
            and opinion from the Nomination and Remuneration Committee of the Company;
            and
   (ii)     The granting of power and authorization to the Board of Commissioners to
            determine the amount of salary, honorarium and allowances and other facilities for
            the member of the Board of Directors for the financial year of 2024,

   in accordance with Article 96 and 113 of the Company Law jo. Article 16 paragraph (14)
   and Article 19 paragraph (7) of the Articles of Association of the Company.

5. Report on the implementation result of the Long Term Incentive Program of the
   Company.

   Explanation:
   In this agenda, the Board of Directors of the Company will report to the Shareholders on
   the implementation result of the Long Term Incentive Program of the Company for the year
   of 2023. This agenda is reporting only and does not need to be approved by the Meeting.

EGMS

1. Approval on the Company’s shares buyback plan.

   Explanation:
   In this agenda, the Board of Directors of the Company will present the Company’s plan to
   conduct shares buyback, to be then approved by the Meeting, in accordance with Financial
   Services Authority Regulation No. 29 Year 2023 on the Buyback of Shares issued by
   Public Company. Information relating to the buyback plan has been published by the
   Company on 5 April 2024.
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2. Approval on the use of Company’s treasury shares which are already owned by the
   Company until the date of this EGMS for Long Term Incentive Program of the
   Company.

     Explanation:
     In this agenda, the Board of Directors of the Company will present the Company’s plan to
     transfer the treasury shares which are already owned by the Company until the date of this
     EGMS which originated from the buyback of shares conducted by the Company as
     approved by the Company’s shareholders in the Extraordinary General Meeting of
     Shareholders held on 17 June 2020. The Company’s treasury shares will be transferred
     for the purpose of Long Term Incentive Program of the Company which will be distributed
     from the closing date of the 2024 EGMS until the 2025 AGMS.


IMPORTANT NOTES:

1.   Shareholders entitled to attend the Meeting are the Company's Shareholders whose names
     are registered in the Register of Shareholders (DPS) of the Company on 23 April 2024 at the
     latest on 16.00 Western Indonesia Time prepared by PT Datindo Entrycom, the Company’s
     Shares Registrar and/or the Company’s Shareholders whose names are registered in the
     Register of Account Holders at KSEI at the close of Stock Trading on the Stock Exchange
     Indonesia on 23 April 2024.
2.   The Shareholders’ attendance in the Meeting that will be conducted electronically is convened
     through the platform/facility of eASY.KSEI at https://akses.ksei.co.id/.
3.   The Company will limit the number of Shareholders who are physically present and encourage
     Shareholders to attend the Meeting electronically or authorize the presence and voting (either
     electronically via eASY.KSEI or in writing) to an independent party appointed by the Company,
     provided that the Shareholders or Shareholders' Authorized Persons who first declare that they
     will be physically present is prioritized to be physically present than those who declare later,
     until the amount determined by the Company is fulfilled. Shareholders or their proxies who
     declare that they will be physically present but do not get a place based on the first-come-first-
     served method may still attend electronically.
     a. The Company provides 2 (two) types of power of attorney to Shareholders, namely
           Conventional Power of Attorney which can be downloaded through the Company's
           website www.saratoga-investama.com or e-Proxy which can be accessed electronically
           on the eASY.KSEI platform through https://akses.ksei.co.id/.
            - Conventional Power of Attorney (PoA) – the Shareholders can download the draft
                of the PoA on the Company’s website www.saratoga-investama.com . The original
                copy of the PoA that has been completed and signed on stamp of Rp10,000 must
                be sent to the Company’s Stock Administration Bureau namely PT Datindo
                Entrycom at Jalan Hayam Wuruk No. 28, RT.14/RW.1, Kebon Kelapa, Gambir,
                Central Jakarta City, Jakarta 10120 (“Datindo”) no later than 13 May 2024 at 4.00
                pm Western Indonesian Time.
            - E-Proxy through eASY.KSEI - an electronic power of attorney provided by KSEI to
                facilitate and integrate power of attorney from scripless Shareholders whose shares
                are in KSEI's Collective Custody to their proxies electronically. The proxies whose
                names are available at eASY.KSEI facility are independent parties appointed by the
                Company. Information regarding the independent proxies appointed by the
                Company can be accessed through the Company's website at www.saratoga-
                investama.com.
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     b.   Representatives of the Company’s Shareholder in the form of legal entities must submit:
           - Copy of their latest Articles of Association; and
           - Deed on the appointment of their incumbent board of directors, to Datindo no later
               than 13 May 2024 at 4.00 pm Western Indonesian Time.
4.    The Company provides Meeting agenda materials through the Company's website at
      www.saratoga-investama.com          and     KSEI’s    website      (eASY.KSEI       facility at
      https://akses.ksei.co.id/) and has been available to the Shareholders from the date of this
      Meeting Invitation until the Meeting date.
5.    The notary, assisted by the Company's Securities Administration Bureau, will check and
      count votes for each agenda of the Meeting in each Meeting’s decision-making for such
      agenda, including those based on votes that have been submitted by Shareholders through
      eASY.KSEI facility as referred to in item (3) above, as well as those submitted in the Meeting.
6.    The Company does not send a separate invitation letter to the Shareholders. In accordance
      with the provisions of the Company's Articles of Association, the Meeting Invitation is valid
      as an official invitation to the Company's Shareholders.
7.    Shareholders or their proxies attending the Meeting in person must adhere to the protocols
      established by the Company, as outlined in the Meeting Rules and Regulations. This
      includes the following:
      a. Shareholders or their proxy who arrive at the Meeting venue but are unable to access the
          Meeting room due to limited capacity may still exercise their rights by granting power of
          attorney to an independent party designated by the Company, utilizing the Power of
          Attorney form provided by the Company. This enables them to participate and vote at the
          Meeting through representation by the appointed independent party.
      b. To ensure efficient administration and orderly conduct of the Meeting, Shareholders or
          their proxies must register their attendance no later than 1 (one) hour before the
          commencement of the Meeting.
8.    The Company reserves the right to make further announcements in the event of any changes
      or additional information concerning the procedures for conducting the Meeting, in
      accordance with the latest developments not included in this Invitation. Such updates will be
      promptly communicated on the Company's official website: www.saratoga-investama.com.




                                      Jakarta, 24 April 2024

                              PT Saratoga Investama Sedaya Tbk.
                                    The Board of Directors

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Names mentioned 5 people and organisations named in the text · linked when the evidence is strong

possible org SARATOGA INVESTAMA SEDAYA TBK. p.1 ×5
possible person Prof. DR. Satrio p.1
unresolved org PT Kustodian Sentral Efek Indonesia p.1
unresolved org Financial Services Authority p.2 ×3
unresolved org PT Datindo Entrycom p.3 ×2

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