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20240403_BRMS_Pemanggilan RUPS_31623915_lamp2.pdf
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PT Bumi Resources Minerals Tbk
INVITATION FOR
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
The Board of Directors of PT Bumi Resources Minerals Tbk (the “Company”) invites the Shareholders of the
Company to attend the Annual General Meeting of Shareholders (the “Meeting”) of the Company, which
will be held on:
Day, Date : Thursday, 25 April 2024
Time : 14.00 WIB - Finish
Venue : Ballroom 2, JS Luwansa Hotel and Convention Center
Jl. H.R. Rasuna Said Kav.C-22
Jakarta Selatan 12940
Agenda of the Meeting
1. Approval of the Board of Directors' accountability report for the running of the Company for the financial
year ending on 31 December 2023.
Explanation:
The Board of Directors reports the course of the Company throughout the financial year ending on
31 December 2023 in the 2023 Annual Report.
This agenda is an agenda that is routinely held at the Company's Meeting in accordance with the
provisions of the Articles of Association of the Company and Law No. 40 of 2007 concerning Limited
Liability Companies along with the changes.
2. Ratification of the Annual Financial Statements for the financial year ending on 31 December 2023 and
granting full release of responsibility to the Board of Commissioners and the Board of Directors of the
Company (acquit et de charge) for their supervisory and management actions during the financial year
ending on 31 December 2023.
Explanation:
The Board of Directors and the Board of Commissioners report the Company's annual calculations in the
Annual Financial Statements for the financial year ending on 31 December 2023 and grant full release
and discharge of responsibility with respect to the Board of Commissioners and Board of Directors of the
Company (acquit et de charge), for their performances ended on 31 December 2023.
This agenda is an agenda that is routinely held at the Company's Meeting in accordance with the
provisions of the Articles of Association of the Company and Law No. 40 of 2007 concerning Limited
Liability Companies along with the changes.
3. Appointment of a Public Accountant who will audit the Company's Annual Financial Statements for the
financial year ending on 31 December 2024.
Explanation:
The Company proposes to the shareholders in the AGMS a Public Accounting Office that will audit the
Company's Annual Financial Statements for the financial year ending on 31 December 2024.
This agenda is an agenda that is routinely held at the Company's Meeting in accordance with the
provisions of the Articles of Association of the Company and Law No. 40 of 2007 concerning Limited
Liability Companies along with the changes.
4. Changes of the Company's Management Structure
Explanation:
The basis for this Meeting Agenda are (i) Article 15 paragraph 2 and Article 18 paragraph 2 of the
Company's Articles of Association; and (ii) Financial Services Authority Regulation no. 33/POJK.04/2014
concerning Directors and Board of Commissioners of Issuers or Public Companies.
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5. Approval to guarantee or pledge or encumber with material collateral rights of most or all of the
Company's assets owned directly or indirectly to its creditors, both the Company's creditors and the
creditors of the subsidiaries, for the development of the projects of the subsidiaries, including but not
limited to (i) binding the Company as guarantor (borg/avaliste); (ii) pledge of part or all of the shares
owned and controlled by the Company in a subsidiary, directly or indirectly or other securities; (iii)
fiduciary for bank account bills, insurance claims, inventory, escrow accounts of the Company and or
subsidiaries; (iv) guarantees or collateral or other material security rights over other assets, both
movable and immovable, owned by the Company and its subsidiaries, which are carried out in the
context of financing or obtaining loans from third parties, which are given to or received by the
Company or its subsidiaries, both now and in the future, as required by Article 102 of Law No. 40 of
2007 on Limited Liability Companies.
Explanation:
Approval to guarantee most or all of the assets of the Company directly or indirectly owned to the
Company's creditors and creditors of the Company's subsidiaries will be carried out in order to receive
loans from the Company's creditors or creditors of the Company's subsidiaries to conduct the
development of the projects of PT Dairi Prima Mineral as the Company’s subsidiaries.
The basis for this Meeting Agenda are (i) Article 11 paragraph 3 of the Company's Articles of Association;
(ii) Article 16 paragraph 2 of the Company's Articles of Association; and (ii) Article 102 of Law No. 40 of
2007 on Limited Liability Companies.
6. Re- Submission of the Accountability Report on the Realization of the Use of Proceeds from:
i). Limited Public Offering I;
ii). Series II Warrants; and
iii). Limited Public Offering II
Explanation:
The Company will submit a report on the realization of the use of proceeds from Limited Public Offering
I, Series II Warrant and Limited Public Offering II to the shareholders. This agenda is based on Article 7
paragraph (2) of the regulation of Financial Services Authority No.30/POJK.04/2015 concerning the
Report on the Realization of the Use of Proceeds from the Public Offering. This agenda is only for
reporting purposes, so there are no shareholder approval is required.
Notes
1. This invitation shall serve as an official invitation to all Shareholders in accordance with the Articles
of Association of the Company and the Regulation of Financial Services Authority Number
15/POJK.04/2020 concerning the Plan and Holding of the General Meeting of Shareholders of Public
Companies.
2. The Shareholders who are entitled to attend or be represented at the Meeting are:
(a) The Shareholders whose shares have not been registered electronically into the Collective
Custody of PT Kustodian Sentral Efek Indonesia ("PT KSEI"), with the condition that the
Shareholders or their proxies are registered in the Register of the Shareholders of the Company
on 2 April 2024 until 16.00 WIB at the Company's Securities Administration Agency, PT
Ficomindo Buana Registrar, Jalan Kyai Caringin Number 2-A RT.11/RW.04, Cideng Village,
Gambir District, Central Jakarta 10150, Telephone (021) 22638327 Fax (021) 22639048.
(b) The Shareholders whose shares are deposited in the Collective Custody of PT KSEI, who are
account holders or proxies of account holders who are registered as Shareholders in the
securities accounts of members of the Exchange/Custodian Bank and in the Register of the
Shareholders of the Company on 2 April 2024 until 16.00 WIB.
3. To use the eASY.KSEI application, the shareholders can access the eASY.KSEI menu, Login eASY.KSEI
submenu in the AKSes facility. (https://akses.ksei.co.id/).
4. The Shareholders who are unable to attend the Meeting may appoint an authorized proxy by
providing a Power of Attorney, with the condition that members of the Board of Directors, Board of
Commissioners and employees of the Company may act as proxy for Shareholders at the Meeting,
but their votes will not be counted in the voting.
5. The Shareholders can also authorize their presence through the Independent Proxy in this case is the
Securities Administration Agency (BAE) appointed by the Company, namely PT Ficomindo Buana
Registrar, Jalan Kyai Caringin Number 2-A RT.11/RW.04, Cideng Village, Gambir District, Central
Jakarta 10150, Telephone (021 ) 22638327 Fax (021) 22639048, through the KSEI Electronic General
Meeting System (eASY.KSEI) Facility provided by PT KSEI, and the electronic proxy can be exercised
no later than Wednesday, 24 April 2024 until 12.00 WIB.
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6. The Shareholders or their proxies who will be present in person at the Meeting, must follow and pass
the health protocols applicable at the Meeting venue, as follows:
(a) Required to wear a mask while in the building area and/or Meeting venue.
(b) Based on the detection and monitoring of body temperature not more than 37.5°C.
(c) Required to follow the direction of the Meeting Committee in implementing physical distancing
policies by considering the capacity of the Meeting venue.
(d) Required to follow and comply with health procedures/protocols established in accordance with
the protocols of the building where the Meeting is being held, as well as policies established by
the Company.
(e) The Shareholders or their proxies who fail to comply with the provisions of letter (a) and/or (b)
above are recommended to grant power of attorney through the eASY.KSEI mechanism
without prejudice to their right to ask questions, opinions, and/or vote at the Meeting.
7. The Company has the right to determine the Shareholders who will physically participate in the
Meeting. In order to facilitate the arrangement and order of the Meeting, the Shareholders or their
legal proxies are respectfully requested to be present at least 30 (thirty) minutes before the Meeting
begins.
8. The Shareholders or their proxies who will attend the Meeting are requested to bring and show an
Identity Card (KTP) or other valid identity and submit a photocopy to the registration officers before
entering the Meeting. The Shareholders of legal entities must submit a photocopy of their Articles of
Association and the amendment(s) thereto as well as the latest composition of the management. The
Shareholders in Collective Custody of PT KSEI are requested to show Written Confirmation for the
GMS (KTUR) to the officers before entering the Meeting room.
9. In accordance with the Regulation of Financial Services Authority Number 16/POJK.04/2020
concerning the Electronic Implementation of the General Meeting of Shareholders of Public
Companies, therefore the Meeting will be held as efficiently as possible with the following
discussions:
a. The Opening by the Chairman of the Meeting;
b. The Determination of the Quorum of Attendance;
c. The Discussion of Questions;
d. The Decision Making on Each Agenda;
e. The Closing.
10. The Power of Attorney, as well as the Code of Conduct for the Meeting can be accessed through the
Company's website www.bumiresourcesminerals.com.
11. The government or the authority may at any time issue a policy to prohibit the holding of the Meeting
or to prohibit the Shareholders from attending the Meeting in person prior or on the appointed day
of the Meeting, this is completely outside the responsibility and authority of the Company.
Jakarta, 3 April 2024
PT Bumi Resources Minerals Tbk
Board of Directors
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Financial Services Authority
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PT Dairi Prima Mineral
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PT Kustodian Sentral Efek Indonesia
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PT Ficomindo Buana Registrar
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