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20240405_PTRO_Pemanggilan RUPS_31624817_lamp2.pdf

RUPS notice Text extracted PTRO

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                                         INVITATION
                    EXTRAORDINARY & ANNUAL GENERAL MEETING OF SHAREHOLDERS

                                              PT Petrosea Tbk
                                        Domiciled in South Tangerang

The Board of Directors of PT Petrosea Tbk (the “Company”) hereby invites all the shareholders of the Company
to attend the Extraordinary & Annual General Meeting of Shareholders (the “Meeting”) which will be held on:

               Day/Date     : Monday, 29 April 2024
               Time         : 10.00 - finish
               Place        : Indy Bintaro Office Park
                              Jl. Boulevard Bintaro Blok B7/A6, Sektor VII
                              CBD Bintaro Jaya, South Tangerang

The agenda for the Extraordinary General Meeting of Shareholders Meeting is as follows:

1. Approval to transfer and/or guarantee more than 50% of the Company's net assets as collateral for debts
   on behalf of the Company, which debts are obtained or will be obtained from banking sources or other
   crediturs.


  Explanation: The background to the planned transfer and/or guarantee transaction of more than 50% of net
  assets is that the Company plans to refinance the banking funding facilities obtained by the Company.

  Meanwhile, the aim of the planned transaction is to carry out a liability management exercise, including
  maintaining the Company's liquidity in the future.


The agenda for the Annual General Meeting of Shareholders Meeting is as follows:

1. Submission and approval of the annual report and accountability report of the Board of Directors and
   report on the supervisory duties of the Board of Commissioners for the financial year ending 31 December
   2023 (“Fiscal Year 2023”).

  Explanation: Based on the provisions of article 66 to article 69 and article 78 UUPT as well as article 19 of
  the Company's articles of association, the Company's annual report, the Company's Board of Directors
  accountability report and the Company's Board of Commissioners' supervisory task report must obtain
  approval from GMS. Therefore, the Company submits the agenda at AGMS.

2. Submission and ratification of the Company's consolidated financial statements for the 2023 Fiscal Year.

  Explanation: Pursuant to the provisions of article 68 and article 69 UUPT as well as article 19 of the
  Company's articles of association, the financial statements contain the consolidated statements of financial
  position and consolidated statements of profit and loss & other comprehensive income for the financial
  year ending 31 December 2023, must obtain approval from GMS. Therefore, the Company submits the
  agenda at AGMS.

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3. Approval of the use of the Company's net profit for Fiscal Year 2023.

   Explanation: Based on the provisions of article 70 and article 71 UUPT, as well as article 19 and article 24 of
   the Company's articles of association, the use of the Company's net profit and retained earning must obtain
   approval from GMS. Therefore, the Company submits the agenda at AGMS.

4. Appointment of a Public Accountant and Public Accounting Firm to audit the Company's consolidated
   financial statements for the financial year ending 31 December 2023.

   Explanation: Based on the Financial Services Authority Regulation No. 9 of 2023 regarding the Use of Public
   Accountant Services and Public Accounting Firms in Financial Services activities, as well as article 19 of the
   Company's articles of association, the appointment of a public accountant to audit the Company's
   consolidated financial statements for the financial year ending 31 December 2024 must obtain approval
   from GMS. Therefore, the Company submits the agenda at AGMS.

5. Approval of changes in the composition of the Company's Board of Commissioners and Board of
   Directors.

   Explanation: The agenda for this GMS includes approval for changes to the composition of the Board of
   Commissioners and Board of Directors of the Company in accordance with the provisions of article 7 and
   article 23 of the Financial Services Authority Regulation No. 33/POJK.04/2014 regarding the Board of
   Directors and Board of Commissioners of Issuers or Public Companies, as well as articles 11 and 14 of the
   Company's articles of association.

6. Determination of remuneration for members of the Company's Board of Commissioners and Board of
   Directors for 2024.

   Explanation: The agenda of this GMS includes approval of remuneration for members of the Company's
   Board of Commissioners and Board of Directors in accordance with the provisions of article 96 paragraph 1
   and article 113 UUPT, as well as article 11 paragraph 13 and article 14 paragraph 8 of the Company's articles
   of association, which require approval from GMS. Therefore, the Company submits the agenda at AGMS.

Notes:
1. Shareholders who are entitled to attend or be represented at the Meeting are shareholders of the
   Company whose names are registered in the Company’s share register on 4 April 2024 at 16:15 WIB.
2. Shareholder participation in the Meeting can be done through the following mechanisms:
   a. Physically attend the Meeting, or
   b. Attend the Meeting electronically through the Electronic General Meeting System application
       (“eASY.KSEI”) provided by PT Kustodian Sentral Efek Indonesia, or
   c. Attend through power of attorney.
3. The shareholders who can attend in person electronically as mentioned in point 2 letter b are local
   individual shareholders whose shares are kept in KSEI collective custody.
4. To use the eASY.KSEI application, shareholders can access the eASY.KSEI menu in the AKSes KSEI facility
   (https://akses.ksei.co.id/).
5. Prior to determining their participation in the Meeting, the shareholders who will attend or provide power
   of attorney electronically must read the regulations conveyed through this invitation as well as other
   regulations related to the Meeting based on the authority determined by the Company. Other regulations
   can be viewed in the attached document from the Meeting Info feature of the eASY.KSEI application
   and/or the Meeting invitation on the Company's website. The Company has the right to determine other
   requirements in relation to the participation of shareholders or their proxies who will be physically present
   at the Meeting.


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6. The guidelines and further explanations regarding the registration process, electronic submission of
    questions and/or opinions, the electronic voting process, and Meeting broadcast in the eASY.KSEI
    application is contained in the Meeting’s Code of Conduct.
7. To prevent the transmission of COVID-19 and in compliance with applicable rules and regulations related
    to the handling of the Coronavirus Disease, the Company suggests that shareholders who are entitled to
    attend the Meeting, attend electronically through the eASY.KSEI application or provide power of attorney
    with the following conditions:
    a. Power of attorney through the eASY.KSEI applications for scripless shareholders with the following
         procedures:
         i. Shareholders must first register in the KSEI Securities Ownership Reference facility (“AKSes KSEI”).
              If the shareholder has not registered, please register via the website at https://akses.ksei.co.id/.
         ii. Shareholders who have registered as a user of AKSes KSEI can give their proxies electronically
              through eASY.KSEI by first logging into AKSes KSEI via the website https://akses.ksei.co.id/.
         iii. The time for shareholders to declare his/her proxy and votes, amend the appointment of the
              attorney and/or amend a vote for an agenda of the Meeting, or revoke the proxy, is from the date
              of this Meeting invitation until no later than 1 (one) business day prior to the commencement of
              the Meeting on 26 April 2024 at 12:00 WIB.
    b. Power of attorney to the Securities Administration Bureau appointed by the Company for script
         shareholders with the following procedures:
         i. Shareholders can be represented by his/her proxy to attend in person without the eASY.KSEI
              mechanism, in which shareholders can download the power of attorney form from our corporate
              website at www.petrosea.com. The completed power of attorney form must be attached with
              his/her identity card and sent to dm@datindo.com. The original power of attorney form must be
              directly conveyed with a registered letter to the Company’s Securities Administration Bureau, PT
              Datindo Entrycom, which is located at Jl. Hayam Wuruk No. 28, 2nd Floor, Jakarta 10120, telephone
              021-3508077, facsimile 021-3508078 u.p. Data Management Department (“BAE”), no later than 3
              (three) business days prior to the date of the commencement of the Meeting or 26 April 2024.
8. If shareholders still wish to attend the Meeting physically, please comply with the following procedures:
    a. The shareholders or their attorneys, who will attend the Meeting, are obliged to submit a copy of
         his/her identity card or other valid identification to the registration office prior to entering the Meeting
         room.
    b. For shareholders in the form of legal entities, please bring a copy of its articles of association as well as
         a deed of the appointment of the members of the Board of Directors and Board of Commissioners or
         current management and effective in accordance with prevailing regulations. For shareholders in the
         collective custody of KSEI, they are required to submit a Written Confirmation for the GMS (“KTUR”) to
         the registration office prior to entering the Meeting room.
    c. The shareholders or their proxies are advised to follow the health protocol related to the COVID-19
         virus required by the Government, including using a mask while in the area and place of the Meeting if
         they feel it is necessary.
    d. The shareholders or attorneys, who cannot fulfill the provision in letter c above, are recommended to
         give proxies through the eASY.KSEI application or BAE, without prejudice to his/her rights to raise a
         question, opinion and/or vote during the Meeting.
9. To ensure the proper arrangement and orderliness of the Meeting, the shareholders or their certified
    proxies who will attend the Meeting physically are required to be present at the venue of the Meeting no
    later than 45 (forty-five) minutes prior to the commencement of the Meeting.
10. The Company will not send separate invitations to shareholders and therefore this Meeting invitation is
    also an official invitation.
11. The meeting materials are available on the Company's website at www.petrosea.com as of the date of this
    Meeting invitation. The Company will not provide hard copies during the Meeting.
12. If there are changes and/or additional information regarding the procedures for conducting the Meeting in
    connection with the latest conditions and developments that have not been submitted through this
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    Invitation, it will be announced on the Indonesia Stock Exchange Website, eASY.KSEI application and the
    Company's website.

This invitation is prepared in Indonesian and English languages versions. In the event that there is a difference
in interpreting the information notified in the English and Indonesian languages, the Indonesian language must
be used as a reference.

                                        South Tangerang, 5 April 2024

                                               Board of Directors
                                                PT Petrosea Tbk




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Names mentioned 5 people and organisations named in the text · linked when the evidence is strong

possible org Petrosea Tbk p.1 ×6
unresolved org Financial Services Authority p.2 ×2
unresolved org PT Kustodian Sentral Efek Indonesia p.2
unresolved org PT Datindo Entrycom p.3
unresolved org Indonesia Stock Exchange p.4

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