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20240308_CNMA_Pemanggilan RUPS_31595628_lamp1.pdf
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INVITATION
ANNUAL GENERAL MEETING OF SHAREHOLDERS FISCAL YEAR 2023
PT NUSANTARA SEJAHTERA RAYA Tbk
(“Company”)
The Board of Directors of PT Nusantara Sejahtera Raya Tbk (“Company"), hereby invites the
Company Shareholders to attend the Annual General Meeting of Shareholders - Fiscal Year 2023
("AGMS") which will be held on:
Day/ Date : Tuesday, April 2, 2024
Time : 14.00 WIB
Venue : At The Club, Djakarta Theater Building, 3rd Floor, Jl.
MH. Thamrin No. 9, Menteng, Kebon Sirih, Central
Jakarta 10340.
Mechanism : The AGMS will be held electronically through the KSEI
Electronic General Meeting System facility
(eASY.KSEI) via the link
https://easy.ksei.co.id/egken/ provided by KSEI.
In accordance with the provisions of Financial Services Authority Regulation Number
15/POJK.04/2020 concerning Planning And Organization Of General Meetings Of Shareholders By
Publicly-traded Companies ("POJK 15/2020") and Financial Services Authority Regulation Number
16/POJK.04/2020 concerning The Implementation Of Electronic General Meeting Of Shareholders
By Publicly-Traded Companies (“POJK 16/2020”), the AGMS will be held electronically using the
eRUPS system provided by KSEI with a physical meeting mechanism that will be attended by the
Chair of the Meeting, Members of the Board of Directors and Members of the Board of
Commissioners, Notaries, and AGMS supporting institutions/professions, and the Company can,
under certain conditions, limit the physical presence of Shareholders, either in part or in full, at the
Meeting, in this case the Company limits 10 (ten) Shareholders or Proxies of Shareholders with the
physical location of the Meeting as mentioned above.
Annual General Meeting of Shareholders Agenda :
1. Approval of the Company's 2023 Annual Report and Ratification of the Company's
Consolidated Financial Statement for the financial year ending December 31, 2023.
Explanation
Legal Basis:
I. Article 69 Law Number 40 of 2007 concerning Limited Liability Companies as amended
several times, most recently by Law Number 6 of 2023 concerning Enactment of
Regulation of The Government In Lieu Of Law Number 2 of 2022 On Job Creation Into
Law ("UUPT"); and
II. Article 10 and Article 21 of the Company's Articles of Association.
The Board of Directors and Board of Commissioners submit the 2023 Annual Report
regarding the implementation of the Company's business activities including the Board of
Commissioners' Supervisory Duties Report for the 2023 Fiscal Year and to ratify the
Company's audited Financial Statement for the 2023 Fiscal Year and provide full payment
and release of responsibility (acquit et de charge) to each member of the Board of Directors
and Board of Commissioners.
The Company has uploaded the 2023 Annual Report to the Company's website at
www.cinema21.co.id and the Indonesian Stock Exchange website.
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2. Determination of the Use of Attributable Profits for the Fiscal Year 2023.
Explanation
Legal Basis:
I. Article 70 and Article 71 UUPT; and
II. Article 10, Article 21 and Article 22 of the Company's Articles of Association.
In accordance with the Company's Articles of Association and UUPT, the Company will
submit a proposal to the Meeting so that the Meeting decides on the use of the Company's
Attributable Profits for the Fiscal Year ending on December 31, 2023.
3. Appointment of a Public Accountant and Public Accounting Firm to audit the
Company's Financial Statement for the Fiscal Year 2024.
Explanation
Legal Basis:
I. Article 68, Article 70, and Article 71 UUPT;
II. Article 3 Paragraph (1) Regulation of The Financial Services Authority Number 9 of
2023 On Utilization of The Services of Public Accountants And Public Accounting Firms
In Financial Service Activities (“POJK 9/2023”); and
III. Article 10 of the Company's Articles of Association.
The Company will delegate authority to the Company's Board of Commissioners, taking into
account the recommendations of the Audit Committee to appoint a Public Accountant and
Public Accounting Firm who will audit the Company's Financial Report for the 2024 Fiscal
Year, with the following criteria:
1. Holds a license in accordance with applicable laws and regulations; and
2. Registered with the Financial Services Authority.
4. Determination of Salaries and Allowances for members of the Board of Directors and
Salaries or Honorarium and Allowances for members of the Board of Commissioners
of the Company for the Fiscal Year 2024.
Explanation
Legal Basis:
I. Article 96 and Article 113 UUPT; and
II. Regulation of The Financial Services Authority Number 34/POJK.04/2014 Of 2014 On
Nomination And Remuneration Committee For Issuer Or Public Company (“POJK
34/2014”); and
III. Article 10, Article 15, and Article 18 of the Company’s Articles of Association.
The Company will propose to delegate authority to the Board of Commissioners to determine
salaries, honorariums, and other allowances for members of the Board of Directors and Board
of Commissioners for the 2024 fiscal year by taking into account recommendations from the
Nomination and Remuneration Committee.
5. Accountability statement on the use of funds from the Initial Public Offering of Shares.
Explanation
Legal Basis:
Financial Services Authority Regulation Number 30/POJK.04/2015 of 2015 concerning
Report On The Realization of The Use of Proceeds From Public Offering (“POJK 30/2015”).
The Company provides an accountability report for the use of proceeds from the Initial Public
Offering which was carried out based on an effective registration statement from the Financial
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Services Authority in Letter No. S-186/D.04/2023 Dated July 25, 2023, and described in
Chapter II of the Prospectus published on July 26, 2023.
6. Changes in the Composition of Company Management.
Explanation
Legal Basis:
I. Article 94 UUPT;
II. Article 3 Regulation of The Financial Services Authority Number 33/POJK.04/2014 of
2014 On Board of Directors And Board of Commissioners of Issuers Or Publicly-Traded
Companies (“POJK 33/2014”); and
III. Article 15 of the Company's Articles of Association.
The Company has received proposals from the Company's shareholders regarding changes
to the composition of the Company's management.
Note :
1. The Company did not send a separate invitation to the Company's Shareholders. This invitation
has been published on the Indonesian Stock Exchange website www.idx.co.id, eASY.KSEI,
which can be accessed via https://easy.ksei.co.id/egken and the Company's website is in
accordance with the provisions of Article 52 POJK 15/2020 and the Company's Articles of
Association, so this invitation is an official invitation for the Company's Shareholders.
2. In accordance with the provisions of the Company's Articles of Association, Shareholders who
are entitled to attend the Meeting are Shareholders whose names are registered in the
Company's Register of Shareholders on March 7, 2024, and/or shareholders in the securities
subaccount balance at PT Kustodian Sentral Efek Indonesia ("KSEI") until the closing of trading
in the Company's shares on the Indonesia Stock Exchange on March 7, 2024.
3. The Company has provided materials related to the Meeting agenda which can be downloaded
via the Company's website, www.cinema21.co.id from the date of the Invitation until the date of
the AGMS. Copies of physical documents can be provided if requested in writing by the
Company's Shareholders.
4. The Company urges Shareholders to register their attendance electronically via the KSEI
System (eASY.KSEI) via the link https://easy.ksei.co.id/egken/ provided by KSEI. Electronic
registration will be open from the date of the Invitation to this Meeting, namely March 8, 2024,
and will be closed no later than before the AGMS is held, namely at 14.00 WIB.
5. Shareholders who will attend electronically or provide power of attorney electronically to attend
the AGMS via the eASY.KSEI application are required to pay attention to the following matters:
(i) Shareholders who have not provided a declaration of presence or power of attorney in the
eASY.KSEI application by the deadline on point 4 and wish to attend the Meeting
electronically are required to register their attendance on the eASY.KSEI application on the
date of the AGMS until the electronic Meeting registration period is closed by the Company.
(ii) Shareholders who have provided a declaration of attendance but have not cast their vote
for at least 1 (one) Meeting agenda item on the eASY.KSEI application by the deadline of
point 4 and wish to attend the Meeting electronically are required to register their attendance
on the eASY.KSEI application on of date implementation of the Meeting until the electronic
registration period for the Meeting is closed by the Company.
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(iii) Shareholders who have given power of attorney to the proxy provided by the Company
(Independent Representative or Individual Representative) but the Shareholders have not
cast their vote for at least 1 (one) Meeting agenda item in the eASY.KSEI application until
the deadline on point 4, then the recipient Proxies representing Shareholders are required
to register their attendance in the eASY.KSEI application on the date of the Meeting until
the electronic Meeting registration period is closed by the Company.
(iv) Shareholders who have given power of attorney to the participant/Intermediary proxy
(Custodian Bank or Securities Company) and have cast their vote on the eASY.KSEI
application until the deadline on point 4, then the representative of the proxy who has
registered in the eASY.KSEI application is obliged to do so. Register attendance in the
eASY.KSEI application on the date of the Meeting until the electronic Meeting registration
period is closed by the Company.
(v) Shareholders who have provided a declaration of attendance or given power of attorney to
the proxy provided by the Company (Independent Representative or Individual
Representative) and have cast a vote for at least 1 (one) or all Meeting agenda items in the
eASY.KSEI application no later than the deadline time in point 4, the Shareholders or proxy
do not need to register their attendance electronically in the eASY.KSEI application on the
date of the AGMS. Share ownership will automatically be counted as a quorum for
attendance and the voting options that have been cast will automatically be taken into
account in voting at the Meeting.
(vi) Delays or failures in the electronic registration process as intended in numbers (i) to (iv) for
any reason will result in the Shareholders or their proxies being unable to attend the AGMS
electronically, and their share ownership not being counted as a quorum for attendance at
the AGMS.
6. Guidelines for registration, registration, use and further explanation regarding eASY.KSEI and
KSEI Access can be seen on the KSEI website with the links https://akses.ksei.co.id/ and
https://easy.ksei.co.id/egken/, as well as the Meeting Rules and Regulations on the Company's
website http://www.cinema21.co.id/.
7. In the event that Shareholders cannot access the KSEI System (eASY.KSEI) via the link
https://easy.ksei.co.id/egken/ they can download the power of attorney contained on the
Company's website http://www.cinema21.co.id/ to provide power of attorney and vote at the
Meeting, the power of attorney must be sent to the Company's Securities Administration Bureau
("BAE"), namely PT Datindo Entrycom, Jl. Hayam Wuruk No. 28, Floor 2, Central Jakarta -
10120, no later than 3 (three) working days before the meeting date, namely March 28, 2024, at
15.00 WIB.
8. The Notary, assisted by the Company's BAE, will check and count the votes in making AGMS
decisions on the AGMS Agenda, including those based on votes submitted by Shareholders
either through the eASY.KSEI facility, or those submitted at the AGMS.
9. The Company limits meeting room capacity, does not provide souvenirs, food and drinks, and
will convey to Shareholders if there are changes and/or additional information regarding the
procedures for holding the Meeting with reference to the latest conditions and developments.
Jakarta, March 8, 2024
PT Nusantara Sejahtera Raya Tbk
Direksi
Names mentioned 5 people and organisations named in the text · linked when the evidence is strong
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Financial Services Authority
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PT Kustodian Sentral Efek Indonesia
p.3
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Indonesia Stock Exchange
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PT Datindo Entrycom
p.4
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