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20240416_PTBA_Pemanggilan RUPS_31626161_lamp3.pdf
RUPS notice Text extracted PTBASource file signed link, expires in 15 minutes
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2 BukitAsam £ INVITATION ANNUAL GENERAL MEETING OF SHAREHOLDERS PT BUKIT ASAM Tbk FOR 2023 FINANCIAL YEAR PT Bukit Asam Tbk (“Company”), domiciled in Tanjung Enim, South Sumatera, hereby invites the Company's 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 concerning Job Creation becoming a Law (“Company Law”), Regulation of the 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”), and 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: Day/Date : Wednesday, 8 Mei 2024 Time 113.00 Indonesia Western Time (WIB) - End Venue 1 Flores Ballroom, Hotel Borobudur Jakarta 10710 Jalan Lapangan Banteng Selatan No. 1, Jakarta Link to participateinthe : KSEIs Electronic General Meeting System Meeting (2ASY.KSEI) at https://akses.ksei.co.id/ provided by KSEI The Meeting's agenda items are as follows: 1. Approval of the Annual Report and Ratification of the Company's Consolidated Financial Statements, Approval of the Board of Commissioners' Supervisory Task Report and Ratification of the Financial Statements of the Micro and Small Business Funding Program (Program Pendanaan Usaha Mikro dan Usaha Kecil, PUMK) for the 2023 Financial Year, as well as the granting of full release and discharge (volledig acguit et de charge) to the Board of Directors for their management duties of the Company and the Board of Commissioners for their supervisory duties of the Company that have been performed during the 2023 Financial Year. 2. Approval for the use of the Company's net profits for 2023 Financial Year. 3. Determination of Remuneration (salary/honorarium, facilities, and benefits) of 2024 and Bonus (tantiem) for the 2023 Financial Year for the Board of Directors and the Board of Commissioners of The Company.
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Determination of Public Accountants (AP) and/or Public Accounting Firms (KAP) to audit the Company's Consolidated Financial Statements and Financial Statements of the Micro and Small Business Funding Program (PUMK) for the 2024 Financial Year. Changes in the composition of the Company's Board of Management. Elucidation: First Agenda is held in accordance with 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 Company Law which governed that the Annual Report including the supervisory report of the Board of Commissioners of the Company including Annual Financial Statement that audited by a Public Accountant shall be approved and ratified by an General Meeting of Shareholders (“GMS”) of the Company. In addition, the first agenda isin accordance with Minister of State-Owned Enterprise (“SOE”) Regulation Number PER- /MBU/03/2023 on Special Assignments and Corporate Social and Environmental Responsibility of State-Owned Enterprises (“Minister SOE Regulation No.1/2023”), which governs that the Financial Statement of PUMK and Report of the Social and Environmental Responsibility Program shall be reported and integrated with the periodic (guarterly) Report and Annual Report of the Company. Second Agenda is held in accordance with Article 21 paragraph (2) of the Company's Articles of Association in conjunction with Article 70 and Article 71 of Company Law that reguires the use of net profit shall be determined by the GMS. Third Agenda is held in accordance with 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 13 of Company Law which stipulates that the remuneration including salaries/honorarium, facility and incentive, including bonuses (tatiem) for the latest financial year, for members of Board of Directors and Board of Commissioners is determined by GMS. Fourth Agenda is held in accordance with Article 21 paragraph (2) letter cof the Company's Articles of Association in conjunction with Article 3 paragraph (1) and (2) of Financial Services Authority Regulation Number 9 of 2023 on the Use of Public Accountant and Public Accountant Office for Financial Business and Article 33 paragraph (3) of the Minister SOE Regulation No.1/2023 and Article 32 paragraph (1) of the Minister of SOE Regulation No.1/2023 that reguires companies to appoint a Public Accountant and/or Public Accountant's Office to the Company's AGMS. Fith Agenda is held to comply with the terms and reguirements of Minister of SOE Regulation No. PER-2/MBU/03/2023 on Corporate Governance Guidelines and Significant Corporate Activity of State-Owned Enterprises, which also pursuant to the Letter of PT Mineral Industri Indonesia (Persero) Number: 108/E.DIRPPUJIII/2024 dated 19 March 2024. Note: 1 The Company does not deliver a specific invitation to the Shareholders, this invitation is valid as an official invitation to the Shareholders of the Company. In accordance with Article 23 paragraph (2) of POJK No.15/2020 the Shareholders who are entitled to attend the Meeting electronically are Shareholders of the Company whose names
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10. are recorded in the Register of Shareholders of the Company and/or owners of shares of the Company's sub-securities account at PT Kustodian Sentral Efek Indonesia (“KSEI”) at the close of Trading on the Indonesia Stock Exchange on Friday, 5 April 2024. The participation of the Shareholders in the Meeting, may be conducted with the following mechanisms: a. Physical attendance at the Meeting: and b. Attending the Meeting electronically via the eASY.KSEI application, However, , the Company urges the Shareholders to register and attend their presence electronically through the KSEI System (eASY.KSEI) at the link https://access.ksei.co.id/ provided by KSEI. The Shareholders who attend in person electronically as mentioned in Note point 3 letter b is local individual Shareholders whose shares are kept in the collective custody of KSEI. To use the eASY.KSEI application, Shareholders can access the application through the AKSes facility (https://access.ksei.co.id/). Prior to determining participation in the Meeting, Shareholders must read the provisions conveyed through this summons as well as other provisions related to the implementation of the Meeting based on the authority determined by the Company. For the Shareholders who will exercise their voting rights through the eASY.KSEI application, they can inform of their presence or appoint their proxies, and/or submit their vote through the eASY.KSEI application. The deadline for submitting an electronic attendance declaration or electronic proxy (e- proxy) and electronic voting through the eASY.KSEI application is no later than 12.00 WIB (Indonesia Western Time) on 1 (one) business day prior to the Meeting date. The Shareholders or their proxies who are physically present at the Meeting are reguired to fillin the attendance register before entering the Meeting room physically by showing proof of original identity or Shareholders who are legal entities are reguired to bring a copy of the latest articles of association, to which is attached the deed containing the company's management (Board of Directors and/or Board of Commissioners). Shareholders who will provide a power of attorney electronically to the Meeting through the eASY.KSEI application must take note of the following: a. Registration Process (i) Local individual Shareholders who have not provided a declaration of presence or power of attorney through the eASY.KSEI application by the time limit referred to in Note point 8 and wish to attend the Meeting electronically are reguired to register attendance through the eASY.KSEI application on the date
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of the Meeting until the registration period of the meeting is electronically closed by the Company. (ii) Local individual Shareholders who have provided a declaration of attendance but have not cast a minimum vote for 1 (one) Meeting agenda item through the @ASY.KSEI application until the deadline in Note point 8 and wish to attend the Meeting electronically are reguired to register attendance through the @ASY.KSEI application on the date of the Meeting until the registration period of the Meeting is electronically closed by the Company. iii) If those Shareholders who have given a power of attorney to the recipient of the proxy provided by the Company (Independent Representative) or Individual Representative have not cast a minimum vote for 1 (one) Meeting agenda item through the eASY.KSEI application until the deadline referred to in Note point 8, then the proxies representing the Shareholders are reguired to register attendance through the eASY.KSEI application on the date of the Meeting until the electronic registration period for the Meeting is closed by the Company. (iv) If the Shareholders have given a power of attorney to the participant/Intermediary proxy (Custodian Bank or Securities Company) and have cast their vote through the eASY.KSEI application up to the time limit referred to in Note point 8, then the representative of the proxy who has been registered in the eASY.KSEI application is reguired to register attendance in the @ASY.KSEI application on the date of the Meeting until the electronic registration period for the Meeting is closed by the Company. (v) Shareholders or proxies who have given a declaration of attendance or given a power of attorney to the proxy provided by the Company (Independent Representative) or Individual Representative and have voted for at least 1 (one) or all Meeting agenda items in the eASY.KSEI application no later than the time limit referred to in Note point 8 are not reguired to register attendance electronically in the eASY.KSEI application on the date of the Meeting. Share ownership will be automatically calculated as the guorum of attendance and the votes that have been cast will be automatically taken into account in the voting of the Meeting. (vi) Delay or failure in the electronic registration process as referred to in numbers (W to (iv) for any reason will result in the Shareholders or their proxies being unable to attend the Meeting electronically, and their share ownership not counted as the guorum of attendance at the Meeting. b. Process for Submitting @uestions and/or Opinions Electronically (i) Shareholders or proxies have 3 (three) opportunities to submit guestions and/or Oopinions in each discussion session per the agenda of the Meeting. @uestions and/or opinions for the Meeting agenda can be submitted in writing by the Shareholders or their proxies by using the chat feature in the 'Electronic
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Opinions' column available on the E-Meeting Hall screen in the eASY.KSEI application. Giving guestions 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. L J". (ii) Determination of the mechanism for conducting discussions for meeting agenda items in writing through the E-Meeting Hall screen in the eASY.KSEI application is the authority of each Company and this will be stated by the Company in the Rules of Conduct for the Meeting through the eASY.KSEI application. (iii) Proxies who are present electronically and will submit guestions and/or opinions of their Shareholders during the discussion session for the agenda items of the Meeting are reguired to write down the names of the Shareholders and the size of their shareholdings followed by related guestions or opinions. Cc. Voting Process (i) The electronic voting process takes place through the eASY.KSEI application using the E-Meeting Hall menu, and Live Broadcasting sub-menu. (ii) Shareholders or proxies who attend alone or are represented by their proxies but have not yet cast their votes on the agenda items of the Meeting as referred to in Note point 10 letter a number i - iv, the Shareholders have the opportunity to submit their vote during the voting period on The E-Meeting Hall screen through the eASY.KSEI application opened by the Company. When the electronic voting period per meeting agenda item begins, the system automatically runs the voting time by counting down to a maximum of 5 (five) minutes. During the electronic voting process, the status "Voting for agenda item no I J has started" will be seen in the "General Meeting Flow Text' column. If the Shareholders or their proxies do not vote for certain agenda items of the Meeting until the status of the Meeting as shown in the 'General Meeting Flow Text' column changes to "Voting for agenda item no I J has ended”, it will be considered as voting to Abstain for the agenda item of the meeting concerned. (iii) Voting time during the electronic voting process is the standard time set in the @ASY.KSEI application. The Company may determine the time policy for direct voting electronically per agenda item of the Meeting (with a maximum time of 5 (five) minutes per agenda item of the Meeting) and this will be stated in the Rules of Conduct for the Meeting through the eASY.KSEI application. d. Witnessing the AGMS Meeting (i) Shareholders or their proxies who have been registered in the eASY.KSEI application no later than the deadline referred toin Note point 8 can witness the implementation of the ongoing Meeting via Webinar Zoom by accessing the @ASY.KSEI menu, and the AGMS Impressions submenu located at the AKSes facility (https://access.ksei.co.id/ «https://access.ksei.co.id/2 ).
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1. 12. 13. (ii) The AGMS has 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 have the opportunity to witness the proceedings of the Meeting through the Onscreen AGMS are still considered eligible to attend electronically and share ownership and voting choices are taken into account at the Meeting, as long as they have been registered through the eASY.KSEI application as stipulated in Note point 10 letter a number i -vi. (iii) Shareholders or their proxies only witness the proceedings of the Meeting through the AGMS but are not registered to attend electronically through the @ASY.KSEI application in accordance with the provisions in Note point 10 letter a number i-vi, which means that the presence of the Shareholders or their proxies is considered invalid and will not be included in the calculation of the Meeting attendance guorum. (iv) Shareholders or their proxies who witness the proceedings of the Meeting through the AGMS have a raise hand feature that can be used to ask guestions and/or opinions during the discussion session per agenda item of the Meeting. If the Company allows them to do so by activating the allow to talk feature, the Shareholders or their proxies can submit guestions and/or opinions by speaking directly. Determining the mechanism to conduct discussions per meeting agenda item using thea/low to talk feature specified in the AGMS is the authority of each Company and this will be stated by the Company in the Rules of Conduct for the Meeting through the eASY.KSEI application. (v) To get the best experience in using the eASY.KSEI application and/or the Onscreen AGMS, Shareholders or their proxies are advised to use the Mozilla Firefox browser. In the event that the Shareholders are unable to access the KSEI System (eASY.KSEI) at the link https://access.ksei.co.id/, they can download the power of attorney located on the Company's website www.ptba.co.id to grant a power of attorney and cast a vote in the Meeting. Shareholders who have given a power of attorney in Note point 11 above, can submit guestions regarding the agenda via email to the Company corsec@bukitasam.co.id with a copy to DM@datindo.com and the guestions will be presented at the Meeting by the Proxy and recorded in the Minutes of the Meeting prepared by the Notary, and the answers to these guestions will be submitted via email to the Shareholders no later than 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 for each meeting decision made on the said agenda item, including those based on the votes submitted by the Shareholders through eASY.KSEI as referred to in Note point 11 above, as well as those submitted at the Meeting.
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14. 15. 16. Shareholders or their Proxies must comply with and pass the security protocols that apply in the Meeting venue. For safety of all Parties, the Company may prohibit eligible Shareholders or their proxies from attending/entering the building area or be from being in the Meeting room where the Meeting is held in the event that the Shareholders or their proxies do not comply with the security protocols as reguired above, as wellas if there are certain conditions that the Company considers necessary to carry out in applying order protocols. The Company informs all Shareholders of the Company the following matters: a) The Company will not provide hardcopy materials, souvenirs, food and drinks. a. The Company informs all concerned that meeting materials are available on the Company's website, www.ptba.co.id, from the date of this Meeting Invitation until the date of the Meeting, provided that the curriculum vitae of the candidates for the management of the Company to be appointed will be available no later than the time of the Meeting as stipulated in Minister of SOE Regulation Number PER- 3/MBU/03/2023 on the Oorganizational Composition and Human Resources of SOE. b) The Company will repost if there are changes and/or additions to information related to the Meeting procedure. To ensure that arrangements for the Meeting proceed in an orderly manner, the Shareholders or their legal proxies who will be physically present at the Meeting are kindly reguested to be at the Meeting venue at least 1 (one) hour before the Meeting begins. Jakarta, 16 April 2024 Board of Directors PT Bukit Asam Tbk
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Financial Services Authority
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Minister of State-Owned Enterprise
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Minister of SOE Regulation
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Minister of SOE Regulation No. PER-
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PT Kustodian Sentral Efek Indonesia
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Indonesia Stock Exchange
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Minister of SOE Regulation Number PER-
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