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20240416_TINS_Pemanggilan RUPS_31626380_lamp2.pdf
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Page 1 OCR 0.934
& Timah
INVITATION
ANNUAL GENERAL MEETING OF SHAREHOLDERS PT TIMAH TBK
PT TIMAH Tbk (the “Company'), located in Pangkalpinang, Bangka Belitung, hereby invites the
Companys Shareholders (“Shareholders”) to attend the Annual General Meeting of
Shareholders for the 2023 Financial Year (“Meeting/AGMS") according to Law Number 40 of
2007 concerning Limited Liability Companies as amended by Law Number 6 of 2023 on the
Enactment of Government Regulation in lieu of Law Number 2 of 2022 concernung Job Creation
becoming a Law (“Company Law”), Regulation of Financial Services Authority Number
15/POJK.04/2020 on the planning and Organising of a Public Company's Shareholders General
Meeting (“POJK No.15/2020”), Regulation of Financial Services Authority Number
16/POJK.04/2020 on Electronic General Meetings of Shareholders for Public Companies and the
Company's Articles of Association provisions,with the following schedule :
Date : Wednesday, May 8,2024
Time » 16.00 WIB — until completed
Place : Timor Room, Lobby Level Hotel Borobudur Jakarta
Jl. Lapangan Banteng Selatan No. 1 Central Jakarta
Link to follow the : Access the KSEI Electronic General Meeting System (sASY.KSEI) at
Meeting Facility the link https://access.ksei.co.id/ provided by KSEI
The Meeting will be held with the Agenda as follows :
1. Approval of the Annual Report and Ratification of the Company's Consolidated Financial
Statements, Approval of the Board of Commissioners Oversight Report and Ratification of the
Financial Statements of the Micro and Small Business Funding Program (PUMK) for the
Financial Year 2023, and to release and discharge of all responsibilities (volledig acguit at de
charge) to all Board members for the management and supervision carried out in the Financial
Year 2023.
Explanation of the First Meeting Agenda:
Referring to the provisions of Article 21 paragraph (2) and paragraph (3) of the Company's
Articles of Association in conjunction with Article 66, Article 67, Article 68, Article 69 and Article
78 of the Company Law which stipulate that the Annual Report including the report on the
supervisory duties of the Board of Commissioners of the Company as well as the Annual
Financial Statements that have been audited by a Public Accountant must obtain approval
and ratification from the General Meeting of Shareholders of the Company ("GMS"). In
addition, the 1st Agenda is also conducted in order to comply with the provisions of PER-
1/MBU/03/2023 conceming Special Assignments and Social and Environmental
Responsibility Programs of State-Owned Enterprises ("Permen BUMN No.1/2023"), which
stipulates that Financial Reports and Reports on the Implementation of Social and
Environmental Responsibility Programs need to be reported and become an integral part of
the Periodic Report and Annual Report of the Company concerned.
2. Approval of the use of the Company's Net Income for the Financial Year 2023.
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Explanation of the Second Meeting Agenda: Referring to the provisions of Article 26 paragraph 6 of the Company's Articles of Association in conjunction with Article 71 paragraph 3 of the Company Law. Determination of Remuneration (salary/honorarium, facilities and allowances) for the financial year 2024 and Tantiem for the financial year 2023 for Board of Directors and Board of Commissioners of the Company. Explanation of the Third Meeting Agenda: Referring to the provisions of Article 11 paragraph (19) of the Company's Articles of Association in conjunction with Article 96 paragraph (1) of the Company Law and Article 14 paragraph (30) of the Company's Articles of Association in conjunction with Article 113 of the Company Law which states that the salary/honorarium, tantiem, and other facilities and benefits for members of the Board of Directors and Board of Commissioners of the Company shall be determined by the GMS. Determination of the Public Accountant (AP) and/or Public Accounting Firm (KAP) to audit the Company's Consolidated Financial Statements and Financial Statements of the Micro and Small Business Funding Program (PUMK) for the Financial Year 2024. Explanation of the Fourth Meeting Agenda: Referring to the provisions of Article 21 paragraph (2) letter c of the Company's Articles of Association in conjunction with Article 13 of the Financial Services Authority Regulation Number 13/POJK.03/2017 concerning the Use of Public Accountant Services and Public Accounting Firms in Financial Services Activities and the provisions of Article 33 paragraph (3) of Permen BUMN No-1/2023 which reguires to appoint a Public Accountant and Public Accounting Firm at the Company's Annual GMS. Accountability Report on the Realization of the Use of Proceeds from the Company's Public Offering during 2023: e Timah Sustainable Bond | Phase II Series B Year 2019, e Timah Sustainable Sukuk Ijarah I Phase II Year 2019. Explanation of the Fifth Meeting Agenda: Referring to the provisions of the Financial Services Authority Regulation No. 30/POJK.04/2015 concerning the Report on the Realization of the Use of Proceeds from Public Offerings. Changes in the Composition of the Company's Management. Explanation of the Sixth Meeting Agenda: Referring to the Regulation of the Minister of BUMN No. 2/2023 regarding the Fulfillment of the Company's Risk Management Organs, The expiration of the term of office of the members of the Board of Commissioners of the Company at the time of the AGMS in 2024, as follows: a. Mr. M Alfan Baharudin (President Commissioner), b. Mr. Rustam Effendi (Commissioner). Whose term of office ends at the 5th Annual GMS after appointment at the Extraordinary GMS on February 10, 2020.
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Notes:
. The Company does not send a special invitation to the Shareholders, because this Invitation
applies as an official invitation.
Pursuant to Article 23 paragraph (2) of POJK No. 15/2020, Shareholders who are entitled to
attend and vote at the Meeting must be registered in the Company's Shareholders Register
or in a securities account at PT Kustodian Sentral Efek Indonesia ("KSEI") at the close of
trading of the Company's shares on the Indonesia Stock Exchange, on Tuesday, April 05,
2024.
. Participation of Shareholders in the Meeting can be done with the following mechanism:
a. Physically present at the Meeting:
b. Attend the Meeting electronically through the cASY.KSEI application
(hitps://akses.ksei.co.id/), or
c. Be represented by another party by granting power of attorney electronically through the
@ASY.KSEI application (https://akses.ksei.co.id/) or granting power of attorney in writing.
. Shareholders who are present in person, electronically or provide electronic power of attorney
(e-proxy) through the eASY.KSEI application are Shareholders whose shares are kept in the
collective custody of KSEI. To use the eASY.KSEI application, Shareholders can access the
@ASY.KSEI menus at the AKSes.KSEI facility (https://akses.ksei.co.id), with due observance
of the following provisions:
a. Shareholders inform their attendance or appoint their proxies and/or submit voting choices
on the eASY.KSEI application, no later than 12.00 WIB on 1 (one) business day before
the date of the Meeting.
b. Shareholders who will attend electronically or give their proxies electronically to the
Meeting through the eASY.KSEI application, must pay attention to the following matters:
Ii. Registration process,
ii. The process of submitting guestions and/or opinions electronically,
ii. Voting Process,
iv. Broadcast of the GMS.
Guidelines for registration, usage, and further explanation of eASY.KSEI can be
downloaded through the eASY.KSEI website or on the Companys website
(https://timah.com/blog/hubungan-investor/rapat-umum-pemegang-saham.html).
c. In addition to granting power of attorney electronically, Eligible Shareholders may grant
power of attorney in writing by using the Power of Attorney form which can be downloaded
on the Company's website (https://timah.com/blog/hubungan-investor/rapat-umum-
pemegang-saham.html). and if completed must be submitted to the Company's Securities
Administration Bureau PT EDI Indonesia, Wisma SMR Lt. 10 Jl. Yos Sudarso Kav. 89
Jakarta 14360, Tel. (021) 6505829, Email corporate@edi-indonesia.co.id on each
business day from the date of the invitation to the Meeting until no later than Tuesday,
May 07, 2024 until 16.00 WIB.
Eligible Shareholders present under a Power of Attorney shall apply the provisions that
members of the Board of Directors, Board of Commissioners and employees of the Company
may act as proxies in the Meeting but their votes will not be taken into account in voting at the
Meeting. The form of Power of Attorney can be downloaded on the Company's website
(https://timah.com/blog/hubungan-investor/rapat-umum-pemegang-saham.html).
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6.
10.
Eligible Shareholders or their proxies who will physically attend the Meeting are reguested to
submit a photocopy of their Identity Card or other valid identification to the registration officer
before entering the Meeting room. Shareholders in the form of Legal Entities are reguested to
bring a photocopy of the Articles of Association as well as the latest and effective deed of
appointment of members of the Board of Directors and Board of Commissioners or their
management in accordance with applicable regulations. Shareholders in the collective
custody of KSEI are reguired to show Written Confirmation for GMS ("KTUR") to the
registration officer before entering the Meeting room. In the event that the Shareholder is
unable to show the KTUR, the Shareholder may still attend the Meeting as long as his/her
name is registered in the Company's Shareholders Register and brings a verifiable identity in
accordance with the applicable provisions.
Shareholders who have granted power of attorney in point 4 above, can submit guestions on
the agenda through email to the Company corsec@pttimah.co.id with copied to bae@edi-
indonesia.co.id and the guestions will be submitted at the Meeting by the Proxy and recorded
in the Minutes of Meeting prepared by the Notary, and the answers to the guestions will be
submitted via email to the Shareholders no laterthan 3 (three) working days after the Meeting.
The Notary, assisted by the Securities Administration Bureau, will check and count the votes
for each agenda item of the Meeting in each decision of the Meeting on that agenda item,
including those based on votes that have been submitted by the Shareholders through
@ASY.KSEI or submitted at the Meeting.
The Company informs all Shareholders of the Company the following matters:
The Company does not provide printed materials and souvenirs.
The Company informs that the Meeting materials are available on the Company's website
www.timah.com from the date of this Invitation until the date of the Meeting, provided that the
curriculum vitae of the candidates for the Company's Management to be appointed will be
available at the latest at the time of the Meeting as stipulated in the Regulation of the Minister
of State-Owned Enterprises Number PER-3/MBU/03/2023 concerning Organs and Human
Resources of BUMN.
To facilitate the organization and orderliness of the Meeting, Shareholders or their authorized
proxies who will be physically present at the Meeting are kindly reguested to be at the Meeting
venue no laterthan 1 (one) hour before the Meeting begins.
Jakarta, April 16, 2024
Board of Directors
PT TIMAH Tbk
Names mentioned 7 people and organisations named in the text · linked when the evidence is strong
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Financial Services Authority
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Minister of BUMN
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PT Kustodian Sentral Efek Indonesia
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Indonesia Stock Exchange
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