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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
Names mentioned 5 people and organisations named in the text · linked when the evidence is strong
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PT Kustodian Sentral Efek Indonesia
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Financial Services Authority
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PT Datindo Entrycom
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