The Directors of PT Triwira Insanlestari Tbk (“Company”), domiciled in Central Jakarta, hereby invite the Company’s Shareholders to attend the Annual General Meeting of Shareholders (“Meeting”) which will be held at:
Day / Date : Monday, October 12, 2020
Time : 10:00 PM – 11:00 PM
Venue : Gedung Guntur 45, Jl. Guntur N0. 45, Setiabudi, Kuningan, Jakarta Selatan, DKI Jakarta
With the following agenda:
- Approval of the Company’s Annual Report and Ratification of the Company’s Financial Statements for Fiscal Year 2019 including the Directors Management Report and the Board of Commissioners Oversight Report for the year ending December 31, 2019, as well as the granting of full repayment and release of responsibility to members of the Board of Directors for management actions and members of the Board of Commissioners for supervisory actions taken during and during the financial year ending December 31, 2019.
Explanation: This agenda is to fulfill the provisions in Article 9 paragraph 4 of the Company’s Articles of Association in conjunction. Article 66 and Article 69 of Law No. 40 of 2007 concerning Limited Liability Companies (“Company Law 2007”).
- Determination of the use of the Company’s net profit for the year ending in December 31, 2019.
Explanation: This agenda is to fulfill the provisions in Article 21 paragraph (1) of the Company’s Articles of Association in conjunction. Article 71 of the 2007 Company Law.
- Appointment of a Public Accountant and / or Public Accountant Office to examine the Company’s books for the year ending in December 31, 2020 and the determination of the amount of the honorarium and other requirements relating to the appointment.
Explanation: This agenda item is to comply with the provisions in Article 68 UUPT 2007 and Article 59 of the Financial Services Authority Regulation No. 15 / POJK.04 / 2020 concerning the Plan and Implementation of the General Meeting of Shareholders of Public Companies (“POJK No.15/2020”).
- Changes in the Composition of the Company’s Board of Commissioners.
Explanation: The Company propose to Shareholder’s approval to change the composition of the Board Director and the Board of Commissioners, due to the resignation of members of the Board of Commissioners.
- The Company does not send separate invitations to Shareholders because this convocation is an official invitation in accordance with Article 11 of the Company’s Articles of Association. Article 17 POJK No. 15 / POJK.04/2020.
- Those entitled to attend the Meeting are the Company’s Shareholders whose names are registered in the Register of Shareholders of the Company on Tuesday, September 17, 2020 at 16.00 WIB and or the shareholders registered in the securities sub account at PT Kustodian Sentral Efek Indonesia (KSEI) on closing of trading of shares on the Indonesia Stock Exchange on Tuesday, September 17, 2020.
- Notary, assisted by the Securities Administration Bureau, PT Adimitra Jasa Korpora (BAE) will check the vote counts for each of the agenda items, including those based on the votes that have been submitted by Shareholders through the eASY.KSEI website or delivered at the Meeting.
- Shareholders and / or the power of attorney of Shareholders who will attend the Meeting are requested to submit a photocopy of Identity Card (KTP) or other proof of identity before entering the Meeting room. For representatives of shareholders in the form of Legal Entity, are requested to bring a photocopy of the latest Articles of Association of the company, the deed of appointment of the latest composition of the management of the company and a power of attorney (if necessary). Shareholders whose shares are in the collective custody of PT Indonesian Central Securities Depository (KSEI) are requested to show Written Confirmation for Meetings (KTUR) which can be obtained at a securities company or custodian bank where the Shareholders open their securities accounts.
- Meeting materials are available and can be obtained on the Company’s website www.triwirainsanlestari.com . Company does not provide hardcopy Meeting materials on the day of the Meeting.
- To facilitate the arrangement and orderliness of the Meeting, Shareholders or their proxies are requested to be present at the Meeting venue no later than 30 (thirty) minutes before the Meeting begins.
- In order to support efforts to prevent the spread of Covid-19, we hereby submit notes regarding the implementation of the Meeting, as follows:
a. Meetings will be held in such a way as to promote the health / safety of all parties and comply with applicable regulations.
b. The Company strongly urges Shareholders to authorize their presence by granting power of attorney including for voting with the following conditions:
i. The original power of attorney and supporting documents must be sent to the office of the Company’s Securities Administration Bureau (PT Adimitra Jasa Korpora) at the address: PT Adimitra Jasa Korpora, Jl. Kirana Avenue III Blok F3 No. 5, Kelapa Gading – North Jakarta 14250 not later than Wednesday, October 5, 2020 at 16.00 WIB.
ii. Shareholders can read the PT Kustodian Sentral Efek Indonesia Electronic General Meeting System (“KSEI”) User’s Guide regarding the granting of power of attorney (E-Proxy) to the Registrar at the link https://easy.ksei.co.id/egken/Education_global .jsp.
iii. The number of Shareholders or Power of Attorney from Shareholders who can be physically present can be determined by the Company provided that the Shareholders or Power of Attorney from Shareholders who first declare to be physically present than stated later, until the specified amount is fulfilled. Confirmation of attendance can be submitted to the Company no later than Monday, 10 August 2020 via email [email protected]
- Shareholders or their proxies who are physically present at the Meeting must follow the health protocol in order to prevent COVID-19 implemented by the Company as follows:
a. Use a mask;
b. Body temperature measurement;
c. Company has the right to reject those who show symptoms of fever, cough and flu;
d. Implement Social Distancing by keeping a distance when in the Meeting room;
e. The Company does not provide lunch, printed and souvenir Annual Reports for Shareholders or Power of Attorney attending the Meeting.
- For Shareholders or attorney of shareholders who do not have a seating capacity, can give the power of attorney to attend and vote to the Independent Power of Attorney appointed by the Company;
- The government or the competent authority may at any time issue a policy regarding the implementation of the Meeting or the prohibition of the Shareholders of the Company to be present directly at the Meeting before or on the day of the Meeting, which is entirely outside the responsibility of the Company.
Jakarta, 18 September 2020
PT Triwira Insanlestari Tbk
Board of Directors