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20240328_ACST_Pemanggilan RUPS_31620391_lamp2.pdf
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INVITATION OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS 2024
PT ACSET INDONUSA Tbk
The Board of Directors of PT Acset Indonusa 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 : Friday, 19 April 2024
Time : 02.00 PM Western Indonesian Time (“WIT”) – finish
Place : Grand Ballroom United Tractors
Jalan Raya Bekasi Km 22
Cakung, Jakarta Timur, 13910
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. Appointment 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;
5. Appointment of a Public Accountant Firm to Conduct the Audit of the Company’s Financial
Statements for the Financial Year 2024;and
6. Amendment to the Article 3 of Company’s Articles of Association on Purposes and Objectives
as well as the Business Activities.
Explanations of Each Agenda of Meeting:
The first agenda to the fifth agenda are routine agendas held at every Annual General Meeting of
Shareholders (“AGMS”) 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.
Based on Article 69 paragraph (1) of Law Number 40 of 2007 concerning Limited
Liability Companies ("Company Law") and Article 19 paragraph (2)
subparagraphs a and b of the Company's Articles of Association, the Annual Report
requires the approval of the General Meeting of Shareholders, which includes
among others the Supervisory Report of the Board of Commissioners as well as the
Financial Statements requiring the ratification of the General Meeting of
Shareholders.
Agenda 2: Determination of the Utilization of the Company’s Net Profits for the Financial
Year 2023.
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Based on Article 71 paragraph (1) of the Company Law and Article 19 paragraph
(2) subparagraph c of the Company's Articles of Association, the determination of
the allocation of net profit is decided upon in the General Meeting of Shareholders.
Agenda 3: Appointment of Members of the Board of Directors and the Board of
Commissioners of the Company.
Based on Article 94 paragraph (5) in conjunction with Article 111 paragraph (5) of
the Company Law and Article 11 paragraph (2) and Article 14 paragraph (3) of the
Company's Articles of Association, the appointment, replacement, or dismissal of
members of the Board of Directors and Board of Commissioners requires the
approval of the General Meeting of Shareholders.
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.
Based on Article 96 paragraph (1) in conjunction with Article 113 of the Company
Law and Article 11 paragraph (3) in conjunction with Article 14 paragraph (4) of
the Company's Articles of Association, (i) the amount of salaries and allowances
for members of the Board of Directors is determined by the decision of the General
Meeting of Shareholders and may be delegated to the Board of Commissioners,
and (ii) the provision of remuneration or honorariums and allowances for the Board
of Commissioners is determined by the General Meeting of Shareholders.
Agenda 5: Appointment of a Public Accountant Firm to Conduct the Audit of the Company’s
Financial Statements for the Financial Year 2024
Based on Article 59 paragraph (1) of the Financial Services Authority Regulation
No. 15/POJK.04/2020 concerning the Plan and Conduct of General Meetings of
Shareholders of Public Companies in conjunction with Article 19 paragraph (2)
subparagraph d of the Company's Articles of Association, the appointment of a
public accounting firm to conduct the audit of the Financial Statements requires
the approval of the General Meeting of Shareholders.
Agenda 6: Amendment to the Article 3 of Company’s Articles of Association on Purposes and
Objectives as well as the Business Activities.
Based on Article 19 paragraph (1) of the Company Law and Article 26 of the
Company's Articles of Association, amendments to Article 3 of the Company's
Articles of Association regarding the Purpose and Objectives as well as Business
Activities are determined by the General Meeting of Shareholders.
Notes:
I. General Provision
1. This Invitation serves as the official invitation to the Shareholders untuk to attend the Meeting.
This Invitation can also be viewed on the Company’s website (https://www.acset.co), the KSEI
electronic General Meeting of Shareholders system (“eASY.KSEI”), and the Indonesia Stock
Exchange website.
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2. To (i) facilitate dan streamline the implementation of Shareholders registration system
synchronization and (ii) ensure that the Meeting proceeds promptly, Shareholders registration at
the Meeting venue will commence at 12.30 PM WIT and close at 1.30 PM WIT or 30 (thirty)
minutes before the Meeting commences. Shareholders or their proxies arriving after 1.30 PM
WIT will not be permitted to register and attend the Meeting.
3. In accordance with the provision in the second point above, we urge Shareholders or their proxies
to attend the Meeting venue 90 (ninety) minutes before the Meeting commences.
4. The Meeting Agenda Materials have been made available at the Company's headquarters, located
at Jalan Majapahit No. 26 Petojo Selatan, Gambir, Central Jakarta 10160 ("Company's Head
Office"), from the date of this Invitation until 19 April 2024, at 01.30 PM WIT. The Meeting
Agenda Materials can be obtained from the Company during office hours and upon written
request from Shareholders via email at corporate.secretary@acset.co. The Company's Annual
Report and the curriculum vitae of the Company's prospective Directors and Board of
Commissioners are also available on the Company's website ().
5. Those entitled to attend or be represented at the Meeting are the Shareholders whose names are
recorded in the Company's Shareholders List on 27 March 2024, at the closing of the stock
trading hours, or for Shareholders whose shares are held in collective custody by PT Kustodian
Sentral Efek Indonesia ("KSEI") at the closing of the stock trading on 27 March 2024.
6. In accordance with the Regulations of the Financial Services Authority of the Republic of
Indonesia and in connection with the issuance of KSEI letter No. KSEI-4012/DIR/0521 dated 31
May 2021 on the Implementation of the e-Proxy Module and e-Voting Module on the
eASY.KSEI Application along with the Shareholders' General Meeting Broadcast, the Company
will hold a physical Meeting at the United Tractors Ballroom and an electronic Meeting using
electronic facilities through the eASY.KSEI system managed by KSEI ("e-Proxy"). The
Company provides an alternative for Shareholders to electronically authorize an independent
party via e-Proxy and exercise voting rights through e-Voting. The independent party appointed
by the Company is the securities administration bureau of the Company, namely PT Sinartama
Gunita ("Sinartama").
7. a. Shareholders or their proxies attending the Meeting are required to present their Identity Card
(“KTP”) or other valid identification and submit a photocopy to the registration officer before
entering the Meeting room.
b. For Shareholders in the form of legal entities, must submit a photocopy of the latest Articles of
Association (along with the decree from or notification to the Minister of Law and Human
Rights) as well as the notarial deed regarding the appointment of members of the Board of
Directors and Board of Commissioners or the last management board (along with evidence of
receipt of notification from the Minister of Law and Human Rights) to the registration officer.
8. a. Shareholders who are unable to attend may be represented by their proxy based on a power of
attorney (with substitution rights) whose form and content are approved by the Company's
Board of Directors. Members of the Board of Directors, members of the Board of
Commissioners, and employees of the Company may act as proxies for Shareholders at the
Meeting but are not entitled to vote. For Shareholders whose addresses are registered outside
the Republic of Indonesia, the power of attorney must be legalized by a local notary/authorized
official and by the local Embassy/Representative of the Republic of Indonesia.
b. The proxy form can be obtained during office hours from the Securities Administration Bureau
of the Company, Sinartama, via email at helpdesk1@sinartama.co.id, telephone number: (+62
21) 3922332, fax number: (+62 21) 39230003; or from the Company's Corporate Secretary, via
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email at corporate.secretary@acset.co. The proxy form can also be downloaded from the
Company's website (https://www.acset.co/id/investor/rups/2023).
c.All original proxy forms that meet the requirements must be received by Sinartama or the
Company's Corporate Secretary no later than 1 (one) business day before the convening of the
General Meeting of Shareholders, which is on 18 April 2024, at 04.00 PM WIT.
9. One share entitles its holder to cast 1 (one) vote. If a Shareholder owns more than 1 (one) share,
the votes cast apply to all shares owned by that Shareholders.
10. Taking into account the provision in point number 4 above, the Meeting agenda materials can be
accessed through the Company's website (https://www.acset.co), while the Proxy Form can be
accessed/obtained through the eASY.KSEI system and the Company's website
(https://www.acset.co).
11. Shareholders or their proxies who are present electronically or physically have the opportunity
to ask 1 (one) question and/or opinion before the voting takes place. Other Shareholders who have
not yet had the opportunity to ask/express their questions may submit their questions to the
Company via email: corporate.secretary@acset.co.
12. Regarding the voting procedure for Shareholders or their proxies who are present electronically
or physically, it will be subject to the Meeting Rules of Procedure which will be provided by the
Company, available on the eASY.KSEI system and/or through the Company's website
(https://www.acset.co/id/investor/rups/2023), and/or made available before entering the Meeting
room.
13. Shareholders of the Company are advised to read the Meeting Rules of Procedure, including the
guidelines for conducting electronic Meetings for those attending electronically, available on the
eASY.KSEI system and/or through the Company's website
(https://www.acset.co/id/investor/rups/2023), prior to the Meeting.
14. For Shareholders or their proxies who are physically present at the Meeting and are currently
unwell (particularly experiencing symptoms such as cough, body temperature above 37.3°C, or
flu, etc.), it is mandatory for them to wear a mask at the Meeting venue as a preventive measure
to reduce the risk of transmission to others.
c. Granting Authorization to RSR through e-Proxy
The guidelines for granting authorization to RSR through e-Proxy are as follows:
A. For individual Shareholders who are Indonesian citizens
Shareholders who intend to wish to grant authorization must already have a Single Investor
Identification Number SID Number verification can be done by contacting the respective
securities company or custodian bank of each Shareholder. The guidelines for granting
authorization above, along with explanations, can be accessed through the following link (*).
Shareholders can grant authorization for attendance and voting through e-Proxy no later than 18
April 2024.
B. For Shareholders (i) individuals of foreign nationality and (ii) legal entities (both Indonesian and
foreign):
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Shareholders are advised to grant authorization through their respective securities companies or
custodian banks, which will then provide e-Proxy to Sinartama.
d. Electronic Attendance
1. Registration Process for Attendance at the Meeting Electronically
(i) Local individual Shareholders may provide their attendance declaration or authorization
through the eASY.KSEI system until the deadline on 18 April 2024. Local individual
Shareholders who have not provided their attendance declaration or authorization by that
deadline and wish to attend the Meeting electronically must register their attendance in the
eASY.KSEI system on the Meeting date from the opening of registration until the electronic
Meeting registration period is closed by the Company, which is on 18 April 2024 at 12.00
PM WIT ("Electronic Meeting Registration Period").
(ii) The following individuals are mandated to register their attendance through the eASY.KSEI
system by the Meeting date until the Electronic Meeting Registration Period closes, as
determined by the Company:
a. Local individual Shareholders who have submitted their attendance declaration but have
not yet provided a minimum vote selection for at least 1 (one) agenda item of the
Meeting in the eASY.KSEI system by the deadline on 18 April 2024 at 12.00 PM WIT
but wish to attend the Meeting electronically;
b. Proxy recipients authorized by Shareholders provided by the Company (Independent
Representative) or Individual Representative but the Shareholder has not provided a
minimum vote selection for at least 1 (one) agenda item of the Meeting in the
eASY.KSEI system by the deadline on 18 April 2024 at 12.00 PM WIT;
c. Representatives of proxy recipients registered in the eASY.KSEI system on behalf of
Shareholders who have granted authority to the participating/intermediary proxy
recipient (Custodian Bank or Securities Company) and have provided a vote selection
in the eASY.KSEI system by the deadline on 18 April 2024 at 12.00 PM WIT.
(iii) Shareholders who have submitted their attendance declaration or granted authorization to
proxy recipients provided by the Company (Independent Representative) or (Individual
Representative) and have provided a minimum vote selection for 1 (one) or all agenda items
of the Meeting in the eASY.KSEI system no later than April 18 April 2024 at 12.00 PM
WIT, need not register their attendance electronically in the eASY.KSEI system on the
Meeting date. Share ownership will automatically contribute to the attendance quorum, and
the provided vote selections will be automatically considered in the Meeting's voting
process.
(iv) Any delay or failure in the electronic registration process as referred to in points i-ii,
regardless of the reason, will result in Shareholders or their proxies being unable to attend
the Meeting electronically. Additionally, their share ownership will not be counted towards
the attendance quorum at the Meeting.
2. Process of Submitting Questions and/or Opinions Electronically
(i) Questions and/or opinions can be submitted in writing by Shareholders or their proxies using
the chat feature in the "Electronic Opinions" column available on the E-Meeting Hall screen
in the eASY.KSEI system. Questions and/or opinions can be provided while the Meeting
status in the "General Meeting Flow Text" column is "Discussion started for agenda item no.
()"
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(ii) The determination of the mechanism for conducting the question-and-answer session and/or
written opinions for each agenda item of the Meeting through the E-Meeting Hall screen in
the eASY.KSEI system will be outlined by the Company in the Meeting Execution Rules.
(iii) For proxies attending electronically and intending to submit questions and/or opinions on
behalf of their Shareholders during the discussion session for each agenda item of the
Meeting, it is mandatory to state the name of the represented Shareholders and the share
ownership amount followed by the related question or opinion.
3. Electronic Voting Process
(i) The electronic voting process occurs within the eASY.KSEI system under the E-Meeting
Hall menu, specifically in the Live Broadcasting sub-menu.
(ii) Shareholders or their proxies who are present but have not yet submitted their vote selections
for the Meeting agenda items as described in point 2 sub-items i-ii, have the opportunity to
provide their vote selections directly during the voting period through the E-Meeting Hall
screen in the eASY.KSEI system, initiated by the Company. Once the electronic voting
period for each Meeting agenda item begins, the system automatically commences the voting
time countdown, lasting a maximum of 2 (two) minutes. Throughout the electronic voting
process, the status "Voting for agenda item no () has started" is displayed in the "General
Meeting Flow Text" column. If a Shareholder or their proxy fails to provide vote selections
for specific Meeting agenda items by the time the Meeting execution status displayed in the
"Voting for agenda item no () has ended" column, it will be considered an Abstain vote for
the respective Meeting agenda item.
(iii) The voting duration during the electronic voting process is the standard time established
within the eASY.KSEI system. The Company may establish policies regarding the duration
of direct electronic voting per Meeting agenda item (with a maximum time of 2 (two) minutes
per Meeting agenda item or may conclude earlier if all Shareholders have voted), as outlined
in the Meeting Rules.
4. Elektronik Live Streaming of the Electronic Meeting Proceedings
(i) Shareholders or their proxies who have registered in the eASY.KSEI system by no later than
the deadline of April 18, 2024, at 12:00 PM WIB, may observe the ongoing General Meeting
of Shareholders proceedings through a Zoom webinar by accessing the eASY.KSEI menu,
specifically the General Meeting of Shareholders Broadcast sub-menu located within the
AKSes facility (https://akses.ksei.co.id/).
(ii) The General Meeting of Shareholders Broadcast has a capacity for up to 500 (five hundred)
participants, with attendance determined on a first come, first served basis. Shareholders or
their proxies who do not secure the opportunity to observe the Meeting proceedings via the
General Meeting of Shareholders Broadcast are still considered electronically present and
their share ownership and voting preferences are accounted for in the Meeting, provided they
are registered in the eASY.KSEI system as per the provisions outlined in clause 1, sub-items
i-iii.
(iii) Shareholders or their proxies who solely observe the Meeting proceedings through the
General Meeting of Shareholders Broadcast but are not registered as electronically present
in the eASY.KSEI system in accordance with the provisions outlined in clause 1, sub-items
i-iii, are considered absent and their presence will not be valid, nor included in the calculation
of the Meeting quorum.
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(iv) To ensure optimal participation in the Meeting using the eASY.KSEI system and/or the
General Meeting of Shareholders Broadcast, Shareholders or their proxies are advised to use
the Mozilla Firefox web browser.
5. Guidelines on the procedures of the eASY.KSEI system for Shareholders regarding registration
for electronic attendance at the Meeting; appointment of individual representatives, independent
representatives, or intermediaries as proxies; electronic submission of voting preferences;
electronic submission of questions/opinions; as well as observation of the General Meeting of
Shareholders Broadcast via Zoom webinar, can be downloaded from the link
www.ksei.co.id/data/download-data-and-user-guide regarding "eASY.KSEI Guide”.
Jakarta, 28 March 2024
PT Acset Indonusa Tbk
Board of Directors
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