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20240306_IFSH_Pemanggilan RUPS_31594355_lamp2.pdf
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CONVOCATION OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS AND
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT IFISHDECO Tbk.
The Board of Directors of PT Ifishdeco Tbk. (the “Company”), hereby invites the Shareholders of the
Company to attend the Annual General Meeting of Shareholders (“AGMS”) and Extraordinary General
Meeting of Shareholders (“EGMS”) of the Company (hereinafter the AGMS and EGMS are referred to
as “Meetings”) that will be held on:
Day/ Date : Thursday, March 28th, 2024
Time : 09:30 pm (Western Indonesian Time) - finish
Venue : Le Meridien Jakarta,
Jl. Jenderal Sudirman Kav. 18-20, Jakarta Pusat, 10220
With Agendas of the Meeting as follows:
AGMS Agenda
1. Approval and ratification of the Company's Annual Report and Sustainability Report for
the fiscal year 2023, including the Company’s Operational Report, Board of Commissioners
Supervisory Report and the Audited Consolidated Financial Statements of the Company
and its Subsidiary for the year ended on December 31, 2023, as well as granting acquitted
of settlement and release of responsibilities (acquit et de charge) to the Board of Directors
and Board Commissioners of the Company upon management and supervisory actions
throughout the fiscal year 2023.
Explanation:
In compliance with Article 69 paragraph 1 of Law Number 40 Year 2007 concerning Limited
Liability Companies ("Corporate Law") and Article 19 paragraph 3 of the Company's Articles
of Association, hence an approval of the Annual Report and ratification of the Financial
Statements, including an Accountability Report of the Board of Directors and a Supervisory
Report of the Board of Commissioners shall be determined by the AGMS.
2. Determination of the Company's net profit utilization for the fiscal year 2023.
Explanation:
In compliance with Articles 70 and 71 of Corporate Law regarding Profit Utilization and Article
19 paragraph 2 letter b of the Company's Articles of Association, hence the determination of the
Company's Net Profit utilization shall be determined by the AGMS.
3. Appointment of a Public Accountant and/or Public Accounting Firm to audit the
Company's Financial Statements for the fiscal year 2024 and granting authority to
determine amount of honorarium and other requirements for its appointment.
Explanation:
In compliance with Article 59 paragraph 3 of OJK Regulation Number 15/POJK.04/2020
concerning Planning and Implementation General Meeting of Shareholders of Public Companies
(“POJK No. 15/2020”) and Article 19 paragraph 2 letter c of the Company's Articles of
Association, whereas an appointment of the Registered Public Accountant and/or Public
Accounting Firm in auditing the Company's Financial Statements for the Fiscal Year 2023 shall
be proposed to the AGMS upon:
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a. To delegate an authority to the Company’s Board of Commissioners appoint a Registered
Public Accountant and/or Public Accounting Firm by considering the Audit Committee
recommendation as well as prevailing laws and regulations; and
b. To grant an authority to the Company‘s Board of Directors to determine honorarium of the
Registered Public Accountant and/or Public Accounting Firm including other
requirements for itsappointment.
4. Determination of remuneration and allowances for the Company’s Board of Directors and
Board of Commissioners members for the year 2024.
Explanation:
In compliance with Article 66 of the Corporate Law and Article 11 paragraph 6 regarding Board
of Directors and Article 14 paragraph 6 regarding Board of Commissioners of the Company's
Articles of Association, the determination of remuneration and other allowances for the Board of
Directors and Board of Commissioners members shall be determined by the AGMS.
5. A Report and Accountability of Realization of the Use of Funds from Public Offering.
Explanation:
In compliance with Article 6 paragraphs 1 and 2 of OJK Regulation Number 30/POJK.04/2015
concerning Realization Report of the Use of Funds from Public Offering, the realization of the
use of funds from public offering of the Company shall be accounted at the AGMS.
6. Approval of the reappointment and/or changes in the composition of members of the
Company's Board of Directors and Board of Commissioners.
Explanation:
In connection with the end of the terms of office of members of the Company's Board of Directors
and Board of Commissioners, in accordance with the provisions of Article 94 paragraph 1 and
Article 111 paragraph 1 of the Company Law, Article 11 paragraph 4 of the Company's Articles
of Association concerning Directors and Article 14 paragraph 4 concerning the Board of
Commissioners, as well as taking into account the provisions of OJK Regulations Number
33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Issuers or
Public Companies, that members of the Board of Directors and Board of Commissioners can be
reappointed at the 2024 GMS.
EGMS Agenda
Approval of Changes in the Use of Funds from the Company's Public Offering.
Explanation:
In connection with OJK Regulation Number 30/POJK.04/2015 concerning Report on the Realization of
Use of Funds from Public Offerings, the Company proposes to obtain approval from the GMS regarding
changes in the use of funds from the Company's public offering. That the remaining funds from the
public offering will be allocated for the Company's working capital needs.
Notes:
1. This convocation applies as a formal convocation, hence the Company will not send separate
convocations to Shareholders of the Company;
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2. For those are entitled to attend or be represented at the Meeting are:
a) Shareholders of the Company who listed in the Register of Shareholders (DPS) of the Company
on March 5th, 2024 until 04:00 pm. (Western Indonesian Time); and/or
b) Shareholders of the Company in the securities sub-account at PT Kustodian Sentral Efek
Indonesia (“KSEI”) at the close trading day on the Indonesia Stock Exchange on
March 5th, 2023;
3. Meetings are held using the KSEI Electronic General Meeting System application provided by
KSEI (“the eASY.KSEI application”).
Shareholders can attend directly electronically through the eASY.KSEI application or power of
attorney electronically that has been provided by KSEI. To use the eASY.KSEI application,
Shareholders can access the eASY.KSEI menu located at the AKSes facility with the link
http://dinding.ksei.co.id/, taking into account the following conditions:
a. Shareholders inform their attendance or appoint their proxies and/or submit no later than
12.00 pm (Western Indonesian Time) on 1 (one) business day prior to the date of the
Meeting.
b. Shareholders who will attend or provide their power of attorney electronically to the
Meeting through the eASY.KSEI application must attention to the following matters:
i. Registration;
ii. Process of Submitting Questions and/or Opinions Electronically;
iii. Voting Process;
iv. GMS Impressions.
4. Mechanism of Attendance at the Meeting as follows:
a) Electronic Attendance Mechanism and Electronic Proxy through eASY.KSEI application:
i. The Company strongly suggests Shareholders to provide an electronic power of attorney
(e-Proxy) to representative of Securities Administration Bureau of the Company, namely
PT Bima Registra, as an Independent Proxy ("Independent Proxy") appointed by the
Company, with the following procedures:
1) Shareholders have to be registered firstly in Acuan Kepemilikan Sekuritas KSEI
(“AKSes KSEI”) facility. If the Shareholders have not been registered, please register
at https://access.ksei.co.id/;
2) Shareholders who have been registered as AKSes KSEI users, may provide their
power of attorney electronically through eASY.KSEI by log in to AKSes KSEI at
https://access.ksei.co.id/;
3) The period for Shareholders may declare their Proxy and votes, changes of
appointment a Proxy, and/or changes of their votes for each of Meeting agendas or
revoke the Proxy, starting from the date of this Meeting Convocation until 1 (one)
business day prior to date of the Meeting on Wednesday, March 27, 2024 at 12.00
pm. (Western Indonesian Time) at the latest;
4) For a Proxy who will present electronically and submit questions and/or opinions on
behalf of Shareholders during the discussion session for each of agenda Meeting, they
shall be required to write and mention the names and numbers of shares ownership of
the Shareholder followed by related questions or opinions;
5) Voting and the process of e-voting takes place in eASY.KSEI application on
E-Meeting Hall menu, Live Broadcasting sub menu;
ii. Guidance for registration, utilization and further explanation regarding eASY.KSEI is also
uploaded in the Company's website at https://www.ifishdeco.com/announcements/.
b) Physical Attendance Mechanism at Meeting:
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i. Shareholders or their proxies are encouraged to provide electronic power of attorney
through the eASY.KSEI application or filling a Power of Attorney Form provided on the
Company's website link https://www.ifishdeco.com/announcements/ in accordance with
the "Mechanism of Attendance at the Meeting" mentioned above, so the attendance and
votes can be taken into account at the Meeting;
ii. Before entering the Meeting room, Shareholders or their Proxy respectfully submit a copy
of Identity Card (KTP) or any evidences of identity, both of Authorizer (Shareholder) and
Proxy to the Company Meeting Registration Officer;
iii. For Legal Entity (Shareholder) is required to submit a copy of its Articles of Association
include amendments, ratification/approval letters from authorized institutions, and the
latest deed regarding changes of the board composition (current Board of Directors and
Board of Commissioners during the Meeting held) before entering the Meeting room;
iv. Shareholders who are unable to attend the Meeting can be represented by their Proxies
with the provision that the Board of Directors members, the Board of Commissioners
members and Employees of the Company may act as Proxy at the Meeting, yet the votes
cast as Proxy at the Meeting will not be counted and by still pay attention to the provisions
of Article 48 of POJK No. 15/2020, that the Company's Shareholders are not entitled to
authorize more than one Attorney for a portion of the number of shares they own with
different votes;
5. The Company will not provide any foods and beverages, souvenirs, and hardcopy of Annual
Report to the Shareholders and their Proxy who are present at the Meeting;
6. In compliance with OJK Regulation Number 16/POJK.04/2016 concerning Implementation of
Electronic General Meetings of Shareholders of Public Companies, under certain conditions the
Company may limit the number of Shareholders or their proxy who attend the Meeting physically
based on the first in first served basis due to the limited room capacity. Any Shareholders or their
proxy who attend the Meeting physically, must follow the protocol in the Meeting’s venue as set
out by the Company as stated in the Meeting’s Rules of Conduct;
7. Meeting agenda materials ("Meeting Materials") could be downloaded through the Company's
website at https://www.ifishdeco.com/ starting from the date of this Convocation. The Company
will not provide Meeting Materials in the form both of hardcopy and softcopy in flash disks, hence
the Company will only provide QR Code to access our website as the Meeting Materials uploaded;
and
8. To ease arrangement and orderliness of the Meeting, the Shareholders or Proxy who attend
physically, please respectfully arrive in the Meeting venue no later than 30 (thirty) minutes prior to
the Meeting begins.
Jakarta, March 6th, 2024
PT Ifishdeco Tbk.
Board of Directors
Names mentioned 4 people and organisations named in the text · linked when the evidence is strong
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PT Kustodian Sentral Efek Indonesia
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Indonesia Stock Exchange
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PT Bima Registra
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