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20240404_ASBI_Pemanggilan RUPS_31624435_lamp2.pdf
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PT ASURANSI BINTANG Tbk.
(“Company”)
CONVOCATION
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS FINANCIAL YEAR 2023
The Board of Directors of Company herewith invites all of the Company’s Shareholders to attend the
the Extraordinary General Meeting of Shareholders (“The Meeting”) to be held on:
Day/Date : Tuesday, April 30, 2024
Place : Head Office PT Asuransi Bintang Tbk
Jl RS Fatmawati No.32, Cilandak, South Jakarta
Time : 10:00 - 12:00 Western Indonesia Time
The Meeting will discuss and decide on the following Agenda’s:
1. Report from the Board of Directors regarding the Company’s activities for the fiscal
year of 2023
In accordance with the (i) Article 19 paragraph 2 letter a of the Article of Association of Company;
(ii) and of Law No. 40 of 2007 concerning Limited Liability Company (“Company Law”), especially
Article 66, 67 and 68 that the Board of Directors is obliged to submit a report regarding the
activities of the Company for Fiscal Year of 2023 and must obtain an approval through a Meeting,
therefore the Company submitted the above agenda at the Meeting.
2. Ratifying Financial Position Statements and other Comprehensive Income Statements of
the Company for the Fiscal Year ending on December 31, 2022 and Report on supervisory
duty of the board of commissioners
In accordance with the (i) Article 24 paragraph 1 and 2 letter a of the Article of Association of
Company; (ii) Article 69 of Company Law that The Company's Financial Position Report and
Comprehensive Income Statement for the Fiscal Year ended December 31, 2022 and the
Supervisory Report of the Board of Commissioners must be approved by the Meeting, therefore
the Company submitted the above agenda at the Meeting
3. Determination and approval for the use of the Company profit for the financial year ended
on December 31, 2023
In accordance with the (i) Article 24 paragraph 2-7 letter a of the Article of Association of
Company; (ii) Article 71 Company Law that he use of net income including the determination of the
amount of allowance for reserves is decided by the Meeting if the Company has a positive profit
balance, therefore the Company proposes the above agenda at the Meeting.
4. Changes in the composition of the Company’s Management
Referring to the provisions of the Company's Articles of Association Article 11 paragraph 4 and
Article 14 paragraph 5, members of the Board of Directors and Board of Commissioners are
appointed by the General Meeting of Shareholders, each for a period of time until the closing of the
5th (fifth) Annual General Meeting of Shareholders following the appointment. each member of the
Board of Directors and for a period of 3 (three) after the appointment of the member of the Board
of Commissioners, the General Meeting of Shareholders may appoint another person to replace
members of the Board of Directors and Board of Commissioners who are dismissed before their
term of office ends or as additional members of the existing Board of Directors without reducing
the provisions in the Articles of Association, therefore the Company proposed this agenda at the
Meeting.
5. Determination of Remuneration for the Members of the Board of Directors and the Board
of Commissioners
In accordance with the (i) Article 11 letter a of the Article of Association of Company; (ii) Article 96
and 113 Company Law that Remuneration for Members of the Board of Directors and Members of
the Board of Commissioners of the Company is determined by the Meeting, where the authority of
the Meeting can be delegated to the Board of Commissioners, therefore the Company proposes
the above agenda in the Meeting.
6. Appointment of Public Accounting Firm and Public Accountant for Fiscal Year of 2023
In accordance with the (i) Article 19 paragraph 2 letter a of the Article of Association of Company
In a Meeting, a public accountant is determined to audit the Company's current books based on a
proposal from the Board of Commissioners, therefore the Company submitted the above agenda
at the Meeting.
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Notes :
1. This Invitation shall be deemed as an official invitation of Meeting to the Company’s
shareholders.
2. Those who are eligible to attend or be represented in the Meeting shall be the shareholders
whose names are recorded in the Company’s Shareholders Register by April 4, 2024 at 16.00
Western Indonesian Time or the Company’s shareholder of the security sub account in the
Collective Depository of PT Kustodian Sentral Efek Indonesia (KSEI) at the closing of trading on
April 4, 2024.
3. The Company’s shareholders or the proxies who will attend the Meeting are required to submit a
copies of their Collective Share Certificates or whose shares are deposited in the collective
depository of KSEI are required to submit Written Confirmation for the Meetings Written
Confirmation for the Meetings and Identity Card or other personal identification document to the
registration officer of the Company’s Meeting Prior to entering the Meeting room.
4. Shareholders who are unable to attend the Meeting may be represented by their proxy by
bringing a valid power of attorney enclosed with a copy of respective identification documents of
the authorizer and the attorney, provided that members of the Board of Director. Board of
Directors, Board of Commissioners, and employees of the Company can act as the proxies in the
Meeting, but the votes they cast as a proxy at this Meeting shall not be calculated in the voting
and or shareholders whose registered address is overseas, the power of attorney must be
legalized by the local Notary and / or Indonesian Embassy.
5. Shareholders with scripted shares is advised to grant their Proxy to the designated Independent
Party, for their attendance quorum and voting rights by filling out the Proxy Form available at
Company's website https://www.asuransibintang.com/hubungan-investor/rups-tahunan since the
date of the Invitation, and submit it to the Company through the Company's Securities
Administration Bureau, i.e. PT Bima Registra, at Satrio Tower, 9th Floor A2, Jalan Prof. Dr. Satrio
Blok C4, Kuningan Setiabudi, Jakarta Selatan - 12950, Indonesia, Phone.: (+6221) 25984818,
Fax.: (+6221) 25984819, E-mail: rups@bimaregistra.co.id, Website: www.bimaregistra.co.id at
the latest by 4:00 p.m. Western Indonesia Time on Monday, April 29, 2024 being one (1) working
day before the commencement of the Meeting. Any Proxy Form which is received by the
Company after that time will be deemed unqualified to be used by the Proxy Holder to attend the
Meeting.
6. In addition, the Company strongly suggest the Shareholders to provide their proxies through the
KSEI Electronic General Meeting System Facility (“eASY.KSEI”), provided that the proxy is not a
member of the Board of Directors, the Board of Commissioners and Employees of the Company,
with the following procedure:
a. Shareholders must first be registered with KSEI Securities Ownership Reference facility
(“KSEI AKSes”). If the Shareholders are not yet registered, please register by visiting the
website http://akses.ksei.co.id;
b. For Shareholders who have been registered as KSEI AKSes users, may provide their power
of attorney electronically through eASY.KSEI by logging in to KSEI AKSes
(http://akses.ksei.co.id);
c. The period on which the Shareholders may declare their proxy and vote, make changes to the
appointment of the proxy and / or to the votes for each agenda of the Meeting, or revoke the
power of attorney, is from the date of the Meeting invitation to no later than 1 (one) business
day prior to the date of the Meeting by 12:00 p.m. Western Indonesia Time on Monday, April
29, 2024.
d. Guidance for registration, utilization and further explanation regarding eASY.KSEI is also
uploaded in our website at https://www.asuransibintang.com/hubungan-investor/rups-tahunan
7. The shareholders who are unable to attend the Meeting electronically through the eASY.KSEI
Apps provided by KSEI with the following procedure:
a) Shareholders must first be registered with KSEI AKSes http://akses.ksei.co.id;
b) The period on which the Shareholders may declare their attendance and proxy through the
eASY.KSEI Apps no later than 1 (one) business day prior to the date of the Meeting by 12:00
p.m. Western Indonesia Time on Monday, April 29, 2024;
c) Shareholders are required to attention the following matters:
1. Registration Progress :
i. Shareholders who have not provided a declaration of attendance or power of attorney
in eASY.KSEI until the deadline in point 6 letter c and wish to attend the Meeting shall
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register attendance in eASY.KSEI on the date of the Meeting until the electronic
registration of the Meeting is closed by the Company;
ii. Shareholders who have given a declaration of attendance but have not given a voting
in the eASY.KSEI application up to deadline in point 6 letter c 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 registration of the Meeting is closed by
the Company:
iii. Shareholders who have authorized the beneficiaries provided by the Company
(Independent Representative) or Individual Representative but the shareholders have
not given a voting in the eASY.KSEI application until the deadline in point 6 letter c,
then the beneficiary representing the shareholders shall register attendance in the
eASY.KSEI application on the date of the Meeting until the electronic registration of the
Meeting closed by the Company:
iv. Shareholders who have authorized the beneficiaries of participants/Intermediary
(Custodian Bank or Securities Company) and have provided voting options in the
eASY.KSEI application up to the deadline in point 6 letter c, then the representative of
the beneficiary who has registered in the eASY.KSEI application shall register for
attendance in the eASY.KSEI Application on the date of the Meeting until the
registration of the Meeting is electronically closed by the Company:
v. Shareholders who have declared attendance or authorized the beneficiaries provided
by the Company (Independent Representative) or Individual Representative and have
given voting choice to agenda in the eASY.KSEI application no later than the deadline
in point 6 letter c, then the shareholders or beneficiaries do not need to register
electronically in the eASY.KSEI application on the I'm conducting the
Meeting.Shareholdings will automatically count as attendance quorums and the voting
options that have been granted will be automatically taken into account in the Meeting
vote:
vi. Delay or failure in the electronic registration process as referred to in numbers i - iv for
any reason will result in shareholders or their assigns not being able to attend the
Meeting electronically and the ingestion of its shares is not counted as a quorum of
attendance in the Meeting.
2. Electronic Process of Submitting Questions and/or Opinions
i. Shareholders or authorized have the opportunity to submit questions and/or opinions at
each discussion session agenda.Questions and/or opinions agenda can be submitted
in writing by shareholders or authorized by using the chat feature in the 'Electronic
Opinions' column available in the E-Meeting Hall screen in the eASY.KSEI
application.Questioning and/or opinions can be done during the status of the meeting
implementation in the column 'General Meeting Flow Text' is "Discussion started for
agenda item no.[ ]”. Questions and/or opinions can only be asked a maximum of 4
(four) questions at each discussion session, namely:
a. maximum 2 (two) questions and/or opinions electronically in writing through E-
Meeting Hall screen in eASY.KSEI application;and
b. maximum of 2 (two) questions and/or opinions for holders who are physically
present.
ii. Determination of the mechanism of implementation of discussions agenda in writing
through the E-Meeting Hall screen in the eASY.KSEI application is the authority for
each Company and it will be stated by the Company in the Order of Meeting
Implementation through eASY.KSEI application;
iii. For the beneficiary who is present electronically and will submit questions and/or
opinions of its shareholders during the discussion session agenda, it is required to write
down the name of the shareholder and the size of the shareholding and then followed
by questions or opinions related.
3. Voting Process
i. Electronic voting process takes place in the eASY.KSEI application on the E-Meeting
Hall menu, Live Broadcasting sub menu.
ii. Shareholders who present themselves or represented by their beneficiaries but have
not yet cast a vote on the agenda as referred to in point 7 letter c.1 number i – iii, then
the shareholders or their assignees have the opportunity to submit their voting choices
during the voting period through the E-Meeting Hall screen in the eASY.KSEI
application opened by the Company.When the electronic voting period per event
begins, the system automatically runs the voting time by counting down a maximum of
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5 (five) minutes.During the electronic voting process, you will see the status "Voting
for agenda item no [ ] has started" in the column 'General Meeting Flow Text'.If the
shareholders or their assigns do not vote for a particular agenda until the status of the
Meeting visible in the 'General Meeting Flow Text' column changes to "Voting for
agenda item no [ ] has ended", it will be considered as abstaining for the relevant
agenda.
iii. Voting time for 5 (five) minutes during electronic voting process is the standard time
set on eASY.KSEI application. Each Company may establish an electronic direct
voting time policy per agenda in the Meeting, thus the Voting time to be determined by
the Company shall be a maximum of 3 (three) minutes and shall be set forth in the
Rule & Regulations of the Meeting through the application of eASY.KSEI.
4. Meeting Implementation in webinar
i. The shareholders or their authorized recipients who have registered in the eASY.KSEI
application no later than the deadline in point 6 letter b can witness the
implementation of the ongoing Meeting through zoom webinar by accessing the
eASY.KSEI menu, the Meeting View submenu on the webinar located at akses facility
(https://akses.ksei.co.id/);
ii. Meeting impressions on webinars have a capacity of up to 500 participants, where
each participant's attendance will be determined based on the first come first serve
base.For shareholders or their assignees who do not get the opportunity to witness
the implementation of the Meeting through the GMS Impressions are still considered
valid to attend electronically and their share ownership and voting options are taken
into account in the Meeting, as long as it has been registered in the eASY.KSEI
application as stipulated in point 7 letter c.1 number i – v;
iii. To get the best experience in using eASY.KSEI application and/or GMS Impressions,
shareholders or their assigns are advised to use Mozilla Firefox browser.
d) If the Shareholders need more information or get problems in using eASY.KSEI Apps, please
contact:
Email : helpdesk@ksei.co.id atau pe@ksei.co.id
Phone Number : 021 - 515 2855
Toll Free : 0800-186-5734
8. For Shareholders or the proxies who will be physically present at the Meeting, must follow and
pass the security and health protocols applicable at the Meeting venue, as follows:
a) Materials that will be discussed at the Meeting (“Meeting Materials”) can be downloaded on
the Company’s website at https://www.asuransibintang.com/hubungan-investor/rups-tahunan
starting from the date of this Invitation. During the meeting, the Company does not provide
Meeting Materials in the form of hardcopy or softcopy in a flash disks form at the time of the
Meeting, we only provide QR Code to access the Company’s website where the Meeting
Material are available.
b) To facilitate the arrangement and orderliness of the Meeting the granting of power of attorney,
the shareholders or their proxies are kindly requested to be present at the meeting place and
have completed the above procedures no later than 09:00 WIB. Our inspection procedure
start at 08:00 WIB.
c) The Company will re-announce if there are changes and/or additions to the provisions and
regulations regarding the procedures for holding the Meeting with reference to the latest
conditions and developments and if there are any matters that you need to ask further
questions, you can contact the Corporate Secretary on the telephone number 0813-9981-
4086
Jakarta, April 4, 2024
Board of Directors
Names mentioned 4 people and organisations named in the text · linked when the evidence is strong
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org
PT Kustodian Sentral Efek Indonesia
p.2
unresolved
org
PT Bima Registra
p.2
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