Skip to content
Back to announcement

20240402_UNTR_Pemanggilan RUPS_31623030_lamp2.pdf

RUPS notice Text extracted UNTR

Source file signed link, expires in 15 minutes

This browser can't display the PDF inline. Open it in a new tab.

Extracted text 6

Page 1
                                     INVITATION OF
                   THE ANNUAL GENERAL MEETING OF SHAREHOLDERS 2024
                                PT UNITED TRACTORS Tbk


The Board of Directors of PT United Tractors Tbk (the “Company”), cordially invites the shareholders of the
Company ("Shareholders") to attend the ANNUAL GENERAL MEETING OF SHAREHOLDERS 2024 (the
"Meeting") which will be held on:

Day / Date            : Wednesday / 24 April 2024
Time                  : 10.00 AM Western Indonesian Time (“WIT”) - finish
Place                 : Catur Dharma Hall, Menara Astra 5th Floor
                        Jalan Jend. Sudirman Kav. 5-6, Karet Tengsin, Kec. Tanah Abang,
                        Central Jakarta, Daerah Khusus Ibukota Jakarta 10220

Agenda of Meeting:

1. Approval of the Annual Report 2023, including the Ratification of the Board of Commissioners’ Supervisory
   Report as well as the Ratification of the Company’s Consolidated Financial Statements for the Financial Year
   2023;
2. Determination of the Utilization of the Company’s Net Profits for the Financial Year 2023;
3. Changes in the Composition of Members of the Board of Directors and the Board of Commissioners of the
   Company;
4. Determination of Remuneration and Allowances of the Board of Directors of the Company and Remuneration
   or Honorarium and Allowances of the Board of Commissioners of the Company for the period of 2024-2025;
   and
5. Appointment of a Public Accountant Firm to Conduct the Audit of the Company’s Financial Statements for
   the Financial Year 2024.

Explanations of Each Agenda of Meeting:

Agenda 1 until agenda 5 are regular agenda held in every annual General Meeting of Shareholders (“GMOS”) of
the Company.

Agenda 1:            Approval of the Annual Report 2023, including the Ratification of the Board of
                     Commissioners’ Supervisory Report as well as the Ratification of the Company’s
                     Consolidated Financial Statements for the Financial Year 2023.

                     Pursuant to paragraph (1) of Article 69 of Law Number 40 of 2007 on Limited Liability
                     Company ("UUPT") and paragraph 2 letters (a) and (b) of Article 19 of the Articles of
                     Association of the Company, the Annual Report shall require an approval of the GMOS,
                     including the Board of Commissioners’ Supervisory Report as well as the Company’s
                     Financial Statements shall be ratified by the GMOS.

Agenda 2:            Determination of the Utilization of the Company’s Net Profits for the Financial Year 2023.

                     Pursuant to paragraph (1) of Article 71 of UUPT and paragraph (2) letter c of Article 19 of
                     Articles of Association of the Company, determination of the utilization of the net profits
                     shall be resolved in the GMOS.

Agenda 3:            Changes in the Composition of Members of the Board of Directors and the Board of
                     Commissioners of the Company.

                     Pursuant to paragraph (5) of Article 94 in conjunction with paragraph (5) of Article 111
                     UUPT and paragraph (2) of Article 11 and paragraph (3) of Article 14 of the Articles of
                     Associations of the Company, appointment, change or dismissal of the Board of Directors
                     and Board of Commissioners requires approval of the GMOS.
Page 2
     Agenda 4:           Determination of Remuneration and Allowances of the Board of Directors of the Company
                         and Remuneration or Honorarium and Allowances of the Board of Commissioners of the
                         Company for the period of 2024-2025.

                         Pursuant to paragraph (1) of Article 96 in conjunction with Article 113 of UUPT and
                         paragraph (3) of Article 11 in conjunction with paragraph (4) of Article 14 of the Articles of
                         Association of the Company, (i) the amount of remuneration and allowances of the Board of
                         Directors of the Company shall be determined by the resolution of the GMOS and such
                         authority can be bestowed upon the Board of Commissioners and (ii) the remuneration or
                         honorarium and allowances of the Board of Commissioners shall be determined by the
                         GMOS.

     Agenda 5:           Appointment of a Public Accountant Firm to Conduct the Audit of the Company’s Financial
                         Statements for the Financial Year 2024.

                         Pursuant to paragraph (1) of Article 59 of the Regulation of Financial Services Authority
                         No.15/POJK.04/2020 regarding the General Meetings of Shareholders of Public Companies
                         in conjuction with paragraph (2) letter d of Article 19 of the Articles of Association of the
                         Company, appointment of a registered public accountant firm to audit the Financial
                         Statements requires an approval of GMOS.

     Notes:

I.      General Provisions

        1. This Invitation will serve as the formal Meeting invitation for the Shareholders to attend the Meeting. This
           Invitation can be accessed through the Company’s website (https://www.unitedtractors.com/en/general-
           meeting-of-shareholders), electronic GMOS by KSEI (“eASY.KSEI”), and website of Indonesia Stock
           Exchange.

        2. To: (i) ease and expedite synchronization of registration system Shareholders and (ii) ensure that the
           Meeting in an orderly and timely manner, registration of the Shareholders on the location of the Meeting
           will be opened at 08.30 AM WIT and will be closed at 09.30 AM WIT or 30 minutes before the Meeting
           starts. The Shareholders or their proxies who comes after 09.30 AM WIT are not allowed to register and
           attend the Meeting.

        3. In accordance with the provision of number 2 above, the Company kindly requests the Shareholders or
           their proxies to be at the Meeting venue 90 minutes before the Meeting starts.

        4. The materials of the Meeting have been made available at the Company’s head office at Jl. Raya Bekasi
           Km. 22, Cakung, East Jakarta 13910 (“Company’s Head Office”) starting from the date of this Invitation
           until 24 April 2024 at 09.30 AM WIT. The materials of the Meeting can be obtained from the Company
           during the office hours and upon a written request from a Shareholder through email
           ir@unitedtractors.com. Annual Report of the Company and the curriculum vitae of the candidates of the
           members of the Board of Directors and the Board of Commissioner of the Company are also be
           accessed/obtained through eASY.KSEI system and on website of the Company
           (https://www.unitedtractors.com/en/general-meeting-of-shareholders).

        5. Those who are entitled to attend or to be represented at the Meeting are Shareholders, whose names are
           recorded in the Register of Shareholders of the Company on 1 April 2024 at the closing of shares trading
           or the Shareholders whose shares are in the collective custody of the PT Kustodian Sentral Efek Indonesia
           ("KSEI") at the closing of shares trading on 1 April 2024.

        6. In accordance with Regulation of the Financial Services Authority of Republic of Indonesia and the
           issuance of KSEI letter No. KSEI-4012/DIR/0521 dated 31 May 2021 concerning the Implementation of
           e-Proxy Module and e-Voting Module in eASY.KSEI Application as well as General Meeting of
           Shareholders Broadcast, the Company plans to convene the Meeting physically at Catur Dharma Hall in
           Menara Astra 5th Floor and the virtual Meeting by using electronic facility provided by KSEI, namely
           eASY.KSEI (“e-Proxy”). The Company has provided an alternative for Shareholders to give an electronic
Page 3
   authorization to an independent party through e-Proxy and to cast vote through e-Voting. The independent
   party appointed by the Company shall be the Company's securities administration bureau, PT Raya Saham
   Registra (“RSR”).

7. a. The Shareholders or their proxies who will attend the Meeting are required to present the identity card
      (Kartu Tanda Penduduk or KTP) or any other identity card and submit the copy thereof to the
       registration officer before entering into the Meeting room.

   b. For Shareholders in the form legal entities are required to submit a copy of its latest Articles of
      Association (together with the approvals or receipts of notification from the Ministry of Law and
      Human Rights) and a notarial deed concerning the current composition of the Board of Directors and/or
      Board of Commissioners (together with the receipt of notification from the Ministry of Law and Human
      Rights) to our registration officer.

8. a. The Shareholders, who are unable to attend the Meeting may be represented by their proxies with a valid
       power of attorney in a form and substance, approved by and acceptable to the Board of Directors of the
       Company. Member of the Board of Directors, the Board of Commissioners, and employees of the
       Company may act as the proxy of Shareholders at the Meeting, however they are not eligible to cast
       any vote in the voting. The shareholders whose addresses are registered outside Indonesia and appoint
       a proxy whereas the Power of Attorney is signed outside Indonesia, such Power of Attorney(s) must be
       legalized by local Notary/other authorized institution(s) and by the local Indonesian
       Embassy/Representative.

   b. The form of power of attorney can be obtained during the office hours at the Securities Administration
      Bereau of the Company, RSR, through email rsrbae@registra.co.id or asti@registra.co.id, phone
      number: (+62 21) 2525666, facsimile number : (+62 21) 2525028; or Investor Relation of the
      Company, through email ir@unitedtractors.com. The form of power attorney can also be downloaded
      from the Company’s website (https://www.unitedtractors.com/en/general-meeting-of-shareholders).

   c. All of the executed original copies of the Power of Attorney which have satisfied the requirements must
      be received by RSR or Corporate Legal of the Company at the latest 1 (one) business day before the
      holding of GMOS, 23 April 2024 at 04.00 PM WIT.

9. One share bestows upon its holder the right to cast one (1) vote. If a Shareholder has more than 1 (one)
   share, the vote shall apply for all the number of shares he/she/it owns.

10. The Shareholders or their proxy(ies) who are present virtually or physically have the opportunity to convey
    1 (one) question and/or opinion prior to the voting process. Other Shareholders who have not had the
    opportunity to convey their question/opinion, may convey the question to the Company through email
    ir@unitedtractors.com.

11.Pursuant to the procedure of voting mechanism, the Shareholders or their proxy(ies) who are present
   virtually or physically, would be subject to the Meeting Rules that will be delivered by the Company that
   is available       in eASY.KSEI          system    and/    or    through the        Company's    website
   (https://www.unitedtractors.com/en/general-meeting-of-shareholders/) and/or available before entering
   the Meeting room.

12.The Shareholder of the Company are urged to first read the Meeting Rules, including the guidelines for
   implementation of virtual Meeting for those who will attend virtually that is available in eASY.KSEI
   system and/ or through the Company's website (https://www.unitedtractors.com/en/general-meeting-of-
   shareholders/).

13. For Shareholders or their proxies who will physically present at the Meeting and are in unhealthy condition
   (especially having/ feeling symptoms such as coughing, body temperature above 37.3 ° C, or flu, etc.),
   Shareholders or their proxies must wear mask as a measure to prevent the spread of the risk of transmission
   to other parties.
Page 4
 II.   Empowerment to RSR through e-Proxy

       Guidelines for granting power of attorney to RSR through E-Proxy are as follows:

       A. For individual Shareholders who are Indonesian citizens

          Shareholders who wish to grant power of attorney must have a Single Investor Identification Number (SID
          Number). The checking of SID Number can be carried out by contacting the securities company or
          custodian bank of the respective Shareholders. The guidelines for granting power of attorney above and its
          explanation can be accessed through the following link (https://www.unitedtractors.com/en/general-
          meeting-of-shareholders).

          Shareholders can grant the power of attorney to attend and vote via E-Proxy above at the latest on 23 April
          2024.

       B. For the Shareholders who are (i) foreign citizens and (ii) in the form of legal entities (Indonesian and
          foreign):

          Such Shareholders are advised to grant power of attorney through securities companies or custodian banks
          of the respective Shareholders, then the securities companies or custodian banks will provide E-Proxy to
          RSR.

III.   Attend the Meeting Virtually

       1. Attendance Registration through Virtual Meeting

          (i)   Local individual Shareholders can submit the attendance confirmation or authorization through
                eASY.KSEI system until the time limit on 23 April 2024. Local individual Shareholders who have
                not submitted the attendance confirmation or authorization until the given time limit and wish to
                participate in the Virtual Meeting, the Shareholders must register their attendance through
                eASY.KSEI system on the date that Meeting is being held, from the opening of the registration until
                virtual Meeting registration time is closed by the Company on 23 April 2024 at 12.00 WIT
                (“Registration Period of Virtual Meeting”).

          (ii) Those who are required to register their attendance through eASY.KSEI system on the date that
               Meeting is being held until the Registration Period of Virtual Meeting is closed by the Company are:
               a. local individual Shareholders who have submitted the attendance confirmation but have yet to
                   vote for minimum 1 (one) of the Meeting agenda through eASY.KSEI system until 23 April
                   2024 at 12.00 WIT and wish to participate in the Virtual Meeting;
               b. the proxies who have been granted the authorization by the Shareholders provided by the
                   Company (Independent Representative) or (Individual Representative) but the Shareholders
                   have yet to vote for minimum 1 (one) of the Meeting agenda through eASY.KSEI system until
                   23 April 2024 at 12.00 WIT;
               c. the representative of registered proxies in the eASY.KSEI system on behalf of the Shareholders
                   who have granted authorization to the intermediary (Custodian Bank or Securities Company)
                   and have given the vote through eASY.KSEI system until the time limit which is on 23 April
                   2024 at 12.00 WIT.

          (iii) The Shareholders who have submitted the attendance confirmation or given the authorization to the
                authorized personnel provided by the Company (Independent Representative) or (Individual
                Representative) and have given vote for minimum 1 (one) or all of the Meeting agenda through
                eASY.KSEI system by no later than 23 April 2024 at 12.00 WIT, the Shareholders or their proxy(ies)
                do not have to register their attendance electronically through eASY.KSEI system on the date the
                Meeting is being held. The shares owned by the Shareholders will be automatically counted as the
                attendance quorum and the cast vote will be automatically counted in the Meeting voting.

          (iv) The delay or failure of the virtual registration as stipulated in the letter i-ii without exception will
               result in the Shareholders or their proxy(ies) not being able to participate in the virtual Meeting, and
               their shares will not be counted as the attendance quorum in the Meeting.
Page 5
   2. The Procedures of Submission of Question and/or Suggestion through Virtual Meeting

          (i)   The Shareholders or their proxy(ies) may convey the question and/or opinion in written through the
                chat feature in the “Electronic Opinions” column which is available on the E-Meeting Hall screen in
                the eASY.KSEI system. Submission of question and/or opinion can be carried out during the status
                of the Meeting in the “General Meeting Flow Text” column is “Discussion started for agenda item
                no. ()”.

          (ii) The determination of the mechanism for the implementation of the question and answer and/or
               opinions session for each of Meeting agenda in writing through the E-Meeting Hall screen in the
               eASY.KSEI system will be set forth by the Company in the Meeting Rules.

          (iii) For the proxy(ies) who are present virtually and will convey a question and/or opinion of their
                Shareholders during the discussion session for each Meeting agenda, they are required to write down
                the names of the Shareholders they represent and the amount of shares ownership then followed by
                the related question and/or opinion.

   3. Cast Vote through Virtual Meeting

          (i) The virtual voting takes place in the eASY.KSEI system on the menu of E-Meeting Hall and on the
              sub-menu of Live Broadcasting.

         (ii) The Shareholders or their proxy(ies) who attend but have not casted their votes for the Meeting agenda
              as stipulated in the point 2 letter i-ii, the Shareholders or their proxy(ies) have the opportunity to cast
              vote during voting process through E-Meeting Hall in eASY.KSEI system is opened by the Company.
              When the virtual voting for each Meeting agenda begins, the system will automatically run the voting
              time by counting down with maximum 2 (two) minutes. During the virtual voting process, the “Voting
              for agenda item no () has started” status will appear in the “General Meeting Flow Text” column. If
              the Shareholders or their proxy(ies) do not cast vote for the related Meeting agenda until the status of
              the Meeting as shown in the “Voting for agenda item no () has ended”, then will be deemed to have
              casted vote as Abstain for the related Meeting agenda.

         (iii) Voting time during the virtual voting process is the standard time as set out in eASY.KSEI system.
               The Company may determine the time policy for direct virtual voting for each Meeting agenda (with
               a maximum time of 2 (two) minutes for each Meeting agenda or it can ended sooner if all Shareholders
               have voted) and this will be regulated in the Meeting Rules.

4. The Implementation of Virtual Meeting through Live Broadcast

   (i)      The Shareholders or their proxy(ies) who has been registered in eASY.KSEI system not later than 23
            April 2024 at 12.00 WIT, can participate in the ongoing Meeting through Zoom webinar by accessing
            the eASY.KSEI system menu, the GMOS Broadcast/ Tayangan RUPS sub-menu in the AKSes
            (https://akses.ksei.co.id/).

   (ii) The GMOS Broadcast/Tayangan RUPS has a capacity up to 500 participants, where the attendance of
        each participant will be determined on a first come first serve basis. For the Shareholders or their
        proxy(ies) who do not get the opportunity to participate in the implementation of the Meeting through
        GMOS Broadcast/Tayangan RUPS, are still deemed valid virtually, and their shares ownership and
        voting rights are taken into account in the Meeting, to the extent that they have been registered in
        eASY.KSEI system as stipulated in point 1 letter i-iii.

   (iii) The Shareholders or their proxy(ies) who only participate in the Meeting through the GMOS
         Broadcast/Tayangan RUPS but are not registered as virtually present in the eASY.KSEI system as
         stipulated in point 1 letter i-iii, then the attendance of the Shareholders or their proxy(ies) will be deemed
         invalid and will not be counted in the Meeting attendance quorum.

   (iv) In order to participate in the Meeting optimally using the eASY.KSEI system and/or the GMOS
        Broadcast/Tayangan RUPS, the Shareholders or their proxy(ies) are suggested to use the Mozilla Firefox
        browser.
Page 6
5. The guidance on the eASY.KSEI system for the Shareholders regarding virtual attendance registration in the
   Meeting, the appointment of “individual representative”, “independent representative” and “intermediary” as
   the proxy(ies), the virtual Voting, the submission of question and/or opinion virtually, and participating in the
   GMOS Broadcast/Tayangan RUPS through Zoom webinar, can be downloaded from the following link
   https://www.ksei.co.id/data/download-data-and-user-guide about “User Manual eASY.KSEI – Shareholder”




                                                    Jakarta, 2 April 2024
                                                  PT United Tractors Tbk
                                                   The Board of Directors



     Notes: This Invitation is made in Indonesian and English languages. The Indonesian version shall prevail in the case of any
                   inconsistencies or differencies of interpretation with the English language text of this Invitation

File

File Open PDF
Source IDX
Size0.2 MB
Published2 Apr 2024
Pages6
Characters22,275
Text sourceEmbedded text layer
OCR confidence—

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

linked org UNITED TRACTORS Tbk p.1 ×8
unresolved org Financial Services Authority p.2 ×2
unresolved org Indonesia Stock Exchange p.2
unresolved org PT Kustodian Sentral Efek Indonesia p.2
unresolved org PT Raya Saham Registra p.3
unresolved org Ministry of Law p.3
unresolved org Ministry of Law and Human Rights p.3

Extraction attempts how the parser did, and what it refused

Nothing structured was extracted from this document — the attempts below say why.

No extraction attempted yet.

↑↓ select ↵ open ⇧↵ see every result