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20240416_CNTX_Pemanggilan RUPS_31626153_lamp3.pdf

RUPS notice Text extracted CNTX

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Page 1
                               NOTICE FOR
         THE EXTRA ORDINARY GENERAL MEETING OF SHAREHOLDERS
     OF PT. CENTURY TEXTILE INDUSTRY TBK ABBREVIATED PT. CENTEX TBK
                                (“Company”)


In compliance with the provision of Article 21.4 of the Articles of Association of the Company and Article 17
of the Regulation of the Indonesia Financial Services Authority Number 15/POJK.04/2020 regrading Plan and
Organization of General Meeting of Shareholders of Public Companies, the Company hereby call for an
Extraordinary General Meeting of Shareholders (“EGM”) to be convened:
       Day/Date           : Wednesday, 8 May 2024
       Venue              : Factory of PT. Centex Tbk
                             Cenderawasih Room
                             Jl. Raya Bogor Km 27, Ciracas, East Jakarta
      Time               :   09.30 West Indonesia Time – finished

      Agenda item of the EGM:

      - Change in the composition of the Board of Directors of the Company.


NOTES:
1. This agenda item needs to be discussed to resolve the resignations of two members of the Board of
   Directors of the Company, namely Mr. Toshiyuki Takahashi from his position as the President Director and
   Mr. Masamitsu Kamada from his position as a Director and the appointments of their successors, namely
   Mr. Masamitsu Kamada replacing Mr. Toshiyuki Takahashi and Mr. Hideo Okada replacing Mr.
   Masamitsu Kamada.
2. In connection with the EGM, the Company does not send an invitation to shareholders of the Company, so
   that the publication of this notice is the official invitation for all shareholders of the Company.
3. For a discussion of the agenda of the EGM the presence of shareholders or their proxies who own/represent
   more than ½ (one half) of the number of all shares with legal voting rights that have been issued by the
   Company is required.
   -Resolutions for the agenda item of the EGM shall be adopted by deliberation to reach consensus. If
   resolutions based on deliberation to reach consensus have not been reached, then the resolutions for the
   agenda item of the EGM shall be adopted by voting, provided that the resolutions must be approved by the
   shareholders of the Company or their legal proxies, representing more than ½ (half) of all number of votes
   legally cast at the EGM.
4. The materials related to the EGM, and other documents related to the organizing of the EGM are available
   and can be accessed and downloaded through the Company's website: https://www.toray.co.id/Centex/ as
   from the date of this notice until the holding of the EGM, will not be provided in the form of hardcopy at
   the meeting.
5. The shareholders who are entitled to be present at the EGM are the Company’s shareholders whose names
   are registered in the Register of Shareholders of the Company on 5 April 2024 at 16:00 West Indonesia
   Time or their lawful attorney (the “Eligible Shareholders”).
6. The Company’s shareholders whose shares have not been deposited in the Collective Depository who will
   attend the EGM, are requested to present the original Shares Collective Certificate or submit its copy and
   the copy of their Kartu Tanda Penduduk (KTP) or other identity card to the Registration Officer of the
   Company prior to entering the EGM. While the shareholders whose shares have been deposited in the
   Collective Depository or their lawful attorney are requested to submit the original written confirmation for
   shareholders meeting and the copy of their KTP or other identity card.
7. Conferring of Power of Attorney
   The conferring of power of attorney by the Entitled Shareholders shall be made as follows:
Page 2
     (a) Those who have scripless shares, conferring of power of attorney are to attend and vote at the EGM to
         the Company’s Shares Registrar, PT. Adimitra Jasa Korpora (the “Shares Registrar") through an
         Application for the Electronic GMS Implementation or e.ASY.KSEI (electronic general meeting
         system) which can be accessed through the link https://akses.ksei.co.id/ provided by KSEI as a
         mechanism for electronic authorization (e-proxy) in the convening of the EGM. E-Proxy can be made
         from the date of this notice until 7 May 2024 at 12.00 West Indonesia Time.
    (b) Those who have shares with scrip (scrip), conferring of power of attorney are to attend and vote in the
         EGM to:
         (i) a representative of the Shares Registrar or to whom provided by the Company as an independent
               party. The original Power of Attorney, accompanied by a photocopy of the Identity Card (KTP)
               or other identity card sent to:
               a. the Shares Registrar; at Kirana Boutique Office Blok F3 number 5, Jl. Kirana Avenue III,
                    Kelapa Gading, Jakarta Utara 14250, Phone: (021) 29745222 Fax.: (021) 29289961 (the
                    ”Shares Registrar Office”); or
               b. the Company, at the office address: Jl. Raya Bogor Km 27, Ciracas, Jakarta Timur, Telp.:
                    (021) 8710724, 8710301 Fax.: (021) 8711401 (the “Company’s Office”), not later than 3
                    (three) working days prior to the EGM, namely 3 May 2024 at the latest at 16.00 West
                    Indonesia Time; or
         (ii) other party as they wish, provided that such other party is not a member of the Board of Directors,
               a member of the Board of Commissioners or a Company’s employee. The proxies are requested
               to bring a valid Power of Attorney by attaching a photocopy of the identity of the authorizer and
               the proxy. In accordance with Article 48 of the OJK Rule 15/2020, in voting, the votes cast apply
               to all shares owned and therefore the granting of power of attorney cannot be made to more than
               one proxy for a portion of the number of shares with different votes.
         -Forms of power of attorney can be downloaded on the Company's website:
         https://www.toray.co.id/Centex/. If the power of attorney for shareholders is signed outside Indonesia,
         the power of attorney must be legalized by the Indonesian Embassy or consular closest to the place
         where the letter the power of attorney is signed.
         -The proxies will only be permitted to attend the EGM after being declared valid as the proxy of the
         shareholders who are registered as Eligible Shareholders.
8. The Company’s shareholders which are legal entities (“Legal Entity Shareholders”) can be represented in
    the EGM by a person (persons) having authority to represent and act for and on behalf of the Legal Entity
    Shareholders in accordance with the Articles of Association of the Legal Entity Shareholders.
    Kindly requested to send:
    (a) copies of the Articles of Association of the Legal Entity Shareholders prevailing at the EGM, and
    (b) copy of the Minutes of General Meeting of Shareholder or other document related to the appointment
         of members of the Board of Directors or management of the Legal Entity Shareholders having their
         offices at the EGM are held, together with the evidence of notification and regiatration of their
         appointment to the competent authority,
    to the Shares Registrar Office or the Company’s Office at the address mentioned in item 7.(b) above, at the
    latest 3 (three) business days prior to the EGM are held, namely 3 May 2024.
9. Shareholders who confer power of attorney through the e-Proxy facility can submit questions relevant to
    the agenda of the meeting to the Shares Registrar via email: opr@adimitra-jk.co.id dan
    dipa.ayukristianti.c2@mail.toray, achmad.zalafik.m2@mail.toray or in writing by letter and sent to the
    Company’s Office no later than 3 (three) working days before the EGM were held, namely 3 May 2024.
    Questions that are not relevant to the agenda of the meeting will not be discussed at the meeting
10. In order to smooth the registration of the presence of shareholders, the Company's shareholders or their
    proxies are kindly requested to come to the venue of the meeting at 09:00 West Indonesia Time. The
    meeting will start on time at 09.30 West Indonesia Time.

                                           Jakarta, 16 April 2024
                                    The Board of Directors of the Company

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Published16 Apr 2024
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Names mentioned 7 people and organisations named in the text · linked when the evidence is strong

linked org CENTURY TEXTILE INDUSTRY TBK p.1 ×2
linked person Masamitsu Kamada p.1 ×5
unresolved org CENTEX TBK p.1 ×4
unresolved org Financial Services Authority p.1
unresolved person Toshiyuki Takahashi p.1 ×2
unresolved person Hideo Okada p.1
unresolved org PT. Adimitra Jasa Korpora p.2

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