May 05, 2021
INVITATION of THE ANNUAL GENERAL MEETING of SHAREHOLDERS PT PHAPROS Tbk 2020
THE ANNUAL GENERAL MEETING of SHAREHOLDERS
PT PHAPROS Tbk
Board of Directors of PT Phapros Tbk (“Company”), which domiciled in Jakarta, hereby invites Company Shareholders to attend The Annual General Meeting of Shareholders for Financial Year 2020 (“Meeting”), it shall be convened on:
Day/Date : Thursday, May 27th 2021
Time : 10.00 Western Indonesian Time (WIB) – finished
Place : Kirana Ballroom
Hotel Kartika Chandra
Jl. Jendral Gatot Subroto Kav. 18-20, Karet Semanggi, Setia Budi
South Jakarta, Jakarta Special Capital Region 12930
With Meeting agendas as follows:
- Approval of the Annual Report and Ratification of the Company’s Consolidated Financial Statement for Financial Year 2020, including Company’s Activities Report and Supervisory Duty Report of the Board of Commissioners as well as Ratification of Company’s Financial Statement for Fiscal Year ended on December 31th, 2020, and also granting and release the full acquittal responsibility (volledig acquit et de charge) to all members of the Board of Directors and Board of Commissioners for their duty of management and supervision during Fiscal Year 2020
Under Article 69 section (1) Law Number 40 Year 2007 concerning Limited Liability Company (“UUPT”) and Article 22 section (14) Company Articles of Association, GMS approval is needed for Company Annual Report, including Financial Statement and Supervisory Report of Board of Commissioners..
- Determination of the use Company’s Net Profit for Financial Year ended on December 31th, 2020
Under Article 71 section (1) UUPT and Article 23 section (2) Company Articles of Association, Board of Directors may propose the use of Company’s net profit.
- Determination of remuneration (salary/honorarium, facility and allowance) for Financial Year 2021 and tantiem for Financial Year 2020 for Company’s Board of Directors and Board of Commissioners
Under Article 96 section (1) jo. Article 113 UUPT and Article 15 section (9) jo. Article 19 section (6) Company Articles of Association, mentioned that salary/honorarium, allowance and facility as well as tantiem for Board of Commissioners are decided by GMS upon the proposal of Board of Commissioners with considering prevailing laws and regulations, whereas determination of salary/honorarium, allowance and facility as well a s tantiem for Board of Directors, GMS might delegate such authority to Board of Commissioners.
- Appointment of the Public Accountant and/or Public Accountant Office to audit Company Financial Statement for Financial Year ended on Desember 31th, 2021
Under Article 59 section (1) Financial Services Authority Regulation Number 15/POJK.04/2020 concerning The Plan and Convention of General Meeting of Shareholders of the Public Company and Article 11 section (6.c) Company Articles of Association, mentioned that appointment and dismissal Public Accountant, who will provide audit service upon historical financial information, is obliged to be decided in GMS with considering the proposal of Board of Commissioners. In the event GMS cannot decide the appointment of Public Accountant, GMS might delegate such authority to Board of Commissioners.
- Amendment of Company Articles of Association
Under Article 25 section (2) Company Articles of Association as well as Article 57 and Article 63 Financial Services Authority Regulation Number 15/POJK.04/2020 concerning The Plan and Convention of General Meeting of Shareholders of the Public Company, Company may propose amendment, among others, in order to adjust its content pursuant to the provisions of Financial Services Authority Regulation Number 16/POJK.04/2020 concerning the Convention of Electronic General Meeting of Shareholders to be approved by GMS.
- Change of the Company Management
Under provision of Article 94 section (5) jo. Article 111 section (5) UUPT as well as Article 15 section (3.a) jo. Article 19 section (4.a) Company Articles of Assocation, Board of Directors and Board of Commissioners appointed and dismissed by GMS.
- This invitation shall be effective as Meeting invitation. Company is not send invitation separately to Company Shareholders.
- The Shareholders who entitled to attend in Meeting are Company Shareholders whom its name are listed in Company Shareholders List and/or Securities sub-account in PT Kustodian Sentral Efek Indonesia (KSEI) on closing trading hours at Indonesian Stock Exchange, on Tuesday, May 4th, 2021.
- Company, as of the date of this invitation, has been provided Meeting agendas materials for each Meeting agenda (except 6th Meeting agenda material) that can be downloaded thorugh Company’s web, www.phapros.co.id.
- As an anticipation step for Covid-19, Company give suggestion to Shareholders to follow direction from Government of Republic of Indonesia, by doing physical distancing as well as implement prevailing safety and healthy protocol.
Company provide advice as follows:
- Company recommend to Shareholders who entitled to attend in Meeting and its shares are subscribed into collective deposit KSEI, to authorize Securities Administration Bureau (BAE), namely PT Datindo Entrycom through Electronic General Meeting System (eASY.KSEI) within link https://akses.ksei.co.id/, which provided by KSEI as electronic mechanism for power of attorney in Meeting process.
- Registration, Utilization and further explanation about eASY.KSEI can be seen through web https://akses.ksei.co.id/.
- In the event Shareholders are willing to attend Meeting without eASY.KSEI mechanism, then Shareholders may download power of attorney in Company web, www.phapros.co.id.
- In the event the Shareholders or its proxy are willing to attend Meeting, obliged to follow prevailing safety and healthy protocol as follows:
- For common safety and healthy, Company requires each Shareholder or its proxy has original Statement Letter of Swab Antigen Test or PCR Swab with teh result of negative from Covid-19, that can be obtained from Hospital doctor, local government clinic with sampling date is one (1) day before Meeting.
- Use masker during Meeting.
- Based on detection and observation, Shareholder or its Proxy body temperature is not exceed 37,5°C. Should Shareholder or its Proxy is in illness despite its body temperature still in normal threshold, their are not allowed to enter into Meeting place.
- Provide photocopy of Resident Identity (KTP) or any other identity to Meeting Officer before enter into Meeting Place. For Shareholder who represented Legal Entity is strongly adviced to bring photocopy of Company Articles of Assocaition and its amendments, including latest management of the Company.
- Follow the direction from Meeting committee to apply physical distancing policy, before Meeting being held, during the Meeting or after Meeting concluded. In order for such thing, committee shall limit Meeting capacity room.
- Should in Meeting place there are any Shareholders or its Proxy who having cough and sneeze symptom, then they have to leave Meeting room.
- Shareholders who has been give authorization as mentioned in item 4.c above, they may ask question regarding agenda through email to Company firstname.lastname@example.org with copy carbon (cc) to DM@datindo.com and email@example.com, such question shall be conveyed in Meeting by Shareholder Proxy and recorded in Minutes of Meeting composed by Notary, and answer for such question shall be delivered through Shareholders email, not later than three (3) business days after Meeting.
- Notary shall be assisted by Securities Administration Bureau, Company shall check and count votes for each Meeting agenda, in each Meeting resolution upon each agenda, including votes that submitted by Shareholders through eASY.KSEI, as mentioned in item 4 above.
- For health reason, Company shall not provide foods and beverages as well as printed Annual Report to Shareholder who attend to Meeting.
- Company will re-announce if there any change and/or additional information related to Meeting procedure with referring to recent condition and development on integrated handling and controlling to prevent disseminating and spreading Covid-19.
- In order to simplify Meeting arrangement and order, Shareholder or valid Shareholder Proxy, with fullest respect, is requested to conduct attendance registration, not later than 30 (thirty) minutes before Meeting begins, at 09.30 WIB registration will be closed.
Jakarta, May 5th, 2021
PT PHAPROS Tbk
Board of Directors