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20240418_JAST_Pemanggilan RUPS_31627050_lamp1.pdf
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CONVOCATION ANNUAL GENERAL MEETING SHAREHOLDERS
PT JASNITA TELEKOMINDO Tbk.
Directors of PT Jasnita Telekomindo Tbk. (the “Company”), hereby invites the Shareholders
to attend the Annual General Meeting of Shareholders (the “Meeting”), which will be held on:
Day/Date : Monday, May 13, 2024
Time: 10.00 – 11.00 WIB
Place: Guntur Building
Jl. Guntur No 45, Manggis Market, Setiabudi, South Jakarta, 12970
Agenda of the AGMS:
1. Approval of the Annual Report including approval of the Board of Commissioners'
Supervisory Duties Report and Ratification of the Company's Financial Report for the
financial year ending 31 December 2023 as well as full release and release of
responsibility to members of the Board of Directors and Board of Commissioners for the
actions and supervision carried out in and during the last financial year on December 31,
2023.
Explanation :
This agenda item is to fulfill the provisions in Article 10 paragraph (4) of the Company's
Articles of Association in conjunction with Article 66 and Article 69 of Law no. 40 of 2007
concerning Limited Liability Companies ("UUPT 2007").
2. Determination of the use of the Company's net profit for the financial year ending
December 31, 2023.
Explanation :
This agenda item is to fulfill the provisions in Article 20 paragraph (1) of the Company's
Articles of Association in conjunction with Article 71 of the 2007 Company Law.
3. Appointment of a Public Accountant and/or Public Accounting Firm to examine the
Company's books for the financial year ending 31 December 2024 and determine the
amount of honorarium and other requirements relating to the appointment.
Explanation :
This agenda item is to fulfill the provisions in Article 19 paragraph (3) of the Company's
Articles of Association and Article 6 of the 2007 Company Law.
4. Changes in the composition of the Board of Commissioners
Explanation :
The Company intends to request approval from Shareholders for the composition of the
Board of Commissioners, in connection with the resignation of the Board of Commissioners.
5. Realization Report on the Use of Funds from Limited Public Offering I (PUT I)
Explanation :
In accordance with Article 6 paragraph 1 POJK no. 30/POJK.04/2015 concerning Report on
the Realization of Use of Funds from Public Offerings regulates that Public Companies are
required to account for the realization of the use of funds from Limited Public Offering I at
each Annual GMS until all funds from the Public Offering have been realised.
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Notes:
1. The Company does not send special invitations to shareholders, because this
Invitation is valid as an official invitation. This summons can also be seen on the
Company's website page www.jasnita.com and the eASY.KSEI application.
2. Materials related to the agenda of the Meeting were available at the Company's office
until the Meeting was held on May 13th 2024 according to the Company's information
above.
3. Each shareholder who is entitled to attend the Meeting is the shareholder whose name
is registered in the Register of Shareholders of the Company at the close of Stock
Exchange trading hours on April 17th 2024
4. Participation of shareholders in the Meeting can be carried out with the following
mechanism:
a. attend the meeting physically; or
b. attend the Meeting electronically through the eASY.KSEI application.
5. Shareholders who can attend directly electronically as mentioned in point 4 letter b are
local individual shareholders whose shares are kept in KSEI's collective custody.
6. To use the eASY.KSEI application, shareholders can access the eASY.KSEI menu
located at the AKSes facility (https://dinding.ksei.co.id/)
7. Before deciding to participate in the Meeting, shareholders must read the provisions
conveyed through this summons and other provisions related to the implementation of
the Meeting based on the authority set by each Company. Other provisions can be
seen through document attachments in the Meeting Info feature on the eASY.KSEI
application and/or the summons for the Meeting which is located on the related
Company website page. The Company has the right to determine other requirements
regarding the participation of shareholders or their proxies who will physically attend
the Meeting.
8. Shareholders who will physically attend the Meeting or shareholders who will exercise
their voting rights through the eASY.KSEI application can inform their attendance or
appoint their attorney, and/or submit their voting choices to the eASY.KSEI application.
9. The deadline for submitting a declaration of presence or power of attorney and vote in
the eASY.KSEI application is 12.00 WIB on 1 (one) working day prior to the date of the
Meeting.
10. Before entering the Meeting room, shareholders or their proxies who are physically
present at the Meeting are required to fill out the attendance list by showing original
proof of identity.
11. Shareholders who will attend or provide power of attorney electronically to the Meeting
through the eASY.KSEI application must pay attention to the following matters.
a. Registration Process
i. Shareholders of the local individual type who have not provided a declaration
of attendance or power of attorney in the eASY.KSEI application by the
deadline in point 9 and wish to attend the Meeting electronically are required
to register attendance in the eASY.KSEI application on the date of the
Meeting until the electronic Meeting registration period closed by the
Company
ii Shareholders who have given power of attorney to the proxy provided by the
Company (Independent Representative) or Individual Representative but the
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shareholder has not given a minimum vote choice for 1 (one) agenda item in
the eASY.KSEI application by the deadline in point 9, then the recipient the
power of attorney representing the shareholders is required to register
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.
iii Shareholders who have given power of attorney to participant/intermediary
proxy (Custodian Banks or Securities Companies) and have given voting
choices in the eASY.KSEI application until the deadline in point 9, then the
proxy representative who has registered in the eASY.KSEI application is
required to registration of 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.
iv Shareholders who have declared their attendance or given power of attorney
to the power of attorney provided by the Company (Independent
Representative) or Individual Representative and have given minimum
voting choices for 1 (one) or all agenda items in the eASY.KSEI application
no later than the limit time in point 9, then the shareholder or proxy does not
need to register attendance electronically in the eASY.KSEI application on
the date of the Meeting. Share ownership will automatically be calculated as
a quorum of attendance and the votes that have been cast will be
automatically counted in the voting for the meeting.
v Delay or failure in the electronic registration process as referred to in points i
– iv for any reason will result in the shareholders or their proxies not being
able to attend the Meeting electronically, and their share ownership will not
be counted as a quorum for attendance at the Meeting.
b. Process for Submitting Questions and/or Opinion Electronically
i. Shareholders or attorneys have 3 (three) opportunities to submit questions
and/or opinions in each discussion session per agenda item. Questions
and/or opinions per agenda item of the Meeting can be submitted in writing
by shareholders or their attorneys by using the chat feature in the
'Electronic Opinions' column available on the E-meeting Hall screen on the
eASY.KSEI application. Giving questions and/or opinions can be done as
long as the status of the Meeting in the 'General Meeting Flow Text' column
is "Discussion started for agenda item no. [ ]”.
ii. It is the authority of each Company to determine the mechanism for
implementing the discussion per agenda of the Meeting in writing through
the E-meeting Hall screen on the eASY.KSEI application.
iii. For the power of attorney who is present electronically and will submit
questions and/or opinions of his shareholders during the discussion session
per the agenda of the Meeting, he is required to write down the names of
the shareholders and the size of their share ownership followed by related
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questions or opinions.
c. Voting
i. The electronic voting process takes place in the eASY.KSEI application
on the E-meeting Hall menu, Live Broadcasting sub-menu.
ii. Shareholders who are present themselves or are represented by their
proxy but have not cast their vote on the agenda of the Meeting as
referred to in point 11 letter a number i – iii, then the shareholder or his
proxy has the opportunity to convey his choice of vote during the voting
period via the E-screen. The meeting hall on the eASY.KSEI application
was opened by the Company. When the electronic voting period for each
item on the agenda of the Meeting begins, the system will automatically
run the voting time by counting backwards for a maximum of 5 (five)
minutes. During the electronic voting process, the status "Voting for
agenda item no [ ] has started" will appear in the 'General Meeting Flow
Text' column. If the shareholders or their proxies do not vote for certain
agenda items until the status of the meeting shown in the 'General
Meeting Flow Text' column changes to “Voting for agenda items no [ ] has
ended”, then it will be considered as giving an Abstain vote for the
relevant agenda of the Meeting.
iii. Voting time during the electronic voting process is the standard time
specified in the eASY.KSEI application. Each Company may determine a
time policy for direct electronic voting per agenda item in the Meeting (with
a maximum time of 5 (five) minutes per Meeting agenda) and will set forth
in the Rules of Conducting the Meeting through the eASY.KSEI
application.
d. AGMS Impressions
i. Shareholders or their proxies who have registered on eASY.KSEI no later
than the deadline in point 9 can witness the ongoing Meeting via the Zoom
webinar by accessing the eASY.KSEI menu (GMS Display sub menu)
located in the AKSes facility (https: //access.ksei.co.id/).
ii. AGMS broadcasts have a capacity of up to 500 participants, where the
attendance of each participant will be determined on a first come first serve
basis. Shareholders or their proxies who do not get the opportunity to
witness the implementation of the Meeting through the GMS Impressions
are still considered legally present electronically and their share ownership
and vote choice are taken into account at the Meeting, as long as they have
been registered in the eASY.KSEI application as stipulated in item 11 letter
a number i - v.
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iii. Shareholders or their proxies who only witness the implementation of the
Meeting through the GMS Impressions but are not registered to be present
electronically on the eASY.KSEI application in accordance with the
provisions in point 11 letter a number i – v, then the presence of the
shareholders or their proxies is considered invalid and will not be included
in the meeting attendance quorum calculation.
iv. Shareholders or their proxies who witness the implementation of the
Meeting through the GMS Impressions have the raise hand feature which
can be used to ask questions and/or opinions during the discussion session
per the agenda of the Meeting. If the Company permits by activating the
allow to talk feature, then the shareholders or their proxies can submit
questions and/or opinions by speaking directly. It is the authority of each
Company to determine the mechanism for implementing the discussion per
agenda of the Meeting using the allow to talk feature contained in the GMS
Impressions.
v. To get the best experience in using the eASY.KSEI application and/or GMS
broadcast, shareholders or their proxies are advised to use the Mozilla
Firefox browser
12. Mechanism of Authorization:
a. The Company urges Shareholders whose shares are in KSEI Collective
Custody to provide power of attorney electronically ("e-Proxy"), including
voting for each agenda item of the Meeting, to representatives appointed
by the Company's Registrar (PT Adimitra Jasa Korpora) in the eASY.KSEI
facility available on the KSEI Securities Ownership Reference/Access
Reference website with the link https://access.ksei.co.id;
- The granting of power of attorney electronically/e-Proxy must comply
with the procedures, terms and conditions stipulated by KSEI;
- Specifically for Shareholders who have provided e-Proxies,
Shareholders may submit questions or opinions on the agenda of the
Meeting via email to corpsec@jasnita.co.id no later than May 10th 2023 at
16.00 WIB.
b. In addition to the electronic power of attorney/e-Proxy mentioned above,
Shareholders can provide power of attorney outside the eASY.KSEI
mechanism.
In this regard, the power of attorney form can be obtained every working
day during working hours at the Company's office at E-Trade Building Jl
Wahid Hasyim Lt. 7, Gondangdia, Menteng, Central Jakarta, or download
the power of attorney format from the Company's website
www.jasnita.com, the power of attorney must be sent along with its
supporting documents and must be received by the Company's Directors
at the Company's office at the address as above, no later than 1 day
before the date of the Meeting. Members of the Board of Directors,
members of the Board of Commissioners and employees of the Company
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can act as proxies at the Meeting but the votes they cast as proxies are
not counted in the voting.
13. Shareholders or Proxies who attend the Meeting are required to comply with all
health procedures, policies and other arrangements implemented by the Company
and the management of the building where the Meeting is held.
a. Shareholders or their proxies who will attend the Meeting are asked to show
their Identity Card (KTP) or other valid proof of identity and submit a
photocopy of it to the registrar before entering the Meeting room.
b. Shareholders in the form of legal entities are required to submit photocopies
of the articles of association and amendments thereto, letters of
approval/approval from the competent authority and deeds/documents
containing changes to the composition of the last board of directors who
were in office when the Meeting was held.
c. Shareholders whose shares are in Collective Custody (KSEI) are required to
show a Written Confirmation for the GMS (KTUR).
14. The Company's annual report for the financial year ending on 31 December 2021 is
available for inspection by shareholders at the Company's head office from the date of
the invitation to the Meeting until the date of the Meeting, and can be obtained from the
Company upon written request from the Shareholders.
15. To prevent the spread of the COVID-19 virus, for Shareholders or their proxies who will
be present at the Meeting location, bringing and showing proof of having the 2nd or 3rd
vaccine
16. To facilitate arrangements and for the sake of an orderly Meeting, the Shareholders or
their proxies are kindly requested to be present at the Meeting room 30 minutes before
the Meeting starts.
Jakarta, April 18th 2024
PT Jasnita Telekomindo Tbk.
Board of Directors
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PT Adimitra Jasa Korpora
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