April 29, 2022
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SUMMON OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS FINANCIAL YEAR 2021 PT PHAPROS Tbk


SUMMON OF THE
ANNUAL GENERAL MEETING OF SHAREHOLDERS FINANCIAL YEAR 2021
PT PHAPROS Tbk

 

Herewith the Board of Directors of PT Phapros Tbk (the “Company”) in DKI Jakarta, conveys the invitation to the Annual General Meeting of Shareholders Financial Year 2021 (hereinafter referred to as the “MEETING”) physically and electronically which will be held on:

 

Day, Date

:

Wednesday, 25 May 2022

Time

:

10.00 WIB - closing

Venue 

:

Grand Capitol Ballroom Hotel Manhattan Level 5

#1, Jl. Prof. Dr. Satrio – Casablanca, Kuningan

Jakarta Selatan 12950

 

The Agenda of the MEETING are as follows:

 

  1. Approval of the Company's Annual Report including the Report on the Supervisory Duties of the Board of Commissioners for the Financial Year 2021, and Ratification of the Company's Consolidated Financial Statements, as well as granting settlement and discharge of responsibilities fully (volledig acquit et de charge) to the Board of Directors for the Company's management actions and the Board of Commissioners for the Company's supervisory actions that have been carried out during the Financial Year 2021.

 

Brief description:

Based on Article 69 paragraph (1) of Law No. 40 of 2007 concerning Limited Liability Companies ("UUPT") and Article 22 paragraph (14) of the Company's Articles of Association, the Company's Annual Report requires GMS approval, which includes the Financial Statements and The Board of Commissioners Supervision Task Report which requires the ratification of the GMS.

 

  1. Approval on Utilization of the Company’s Net Profit for Financial Year of 2021.

 

Brief description:

Based on Article 71 paragraph (1) of the Law and Article 23 paragraph (2) of the Company's Articles of Association, the Board of Directors submitted a proposal for the use of the Company's net profit.

 

 

  1. Determination of remuneration (Salary/Honorarium, Facilities and Allowances) for 2022 and Tantiem for the Financial Year 2021 for the Board of Directors and Board of Commissioners of the Company.

 

Brief description:

Based on Article 96 paragraph (1) jo. Article 113 UUPT and Article 15 paragraph (9) jo. Article 19 paragraph (6) of the Company's Articles of Association states that the salary / honorarium, benefits and facilities of the Board of Commissioners and Board of Directors of the Company and tantiem must be decided by the GMS and GMS can give authority for determination to the Board of Commissioners.

 

  1. Appointment of a Public Accounting (AP) and/or Public Accounting Firm (KAP) to audit the Company's Financial Statements and the Report for the Financial Year 2022.

 

      Brief description:

Based on Article 59 paragraph (1) 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 and Article 11 paragraph (3.c) of the Company's Articles of Association, it is stated that the appointment and dismissal of Public Accountants and/or Public Accounting Firms that will provide audit services for annual historical financial information must be decided at the GMS taking into account the proposal of the Board of Commissioners. In the event that the GMS cannot decide on the appointment of a Public Accountant, the GMS may delegate such authority to the Board of Commissioners.

 

  1. Amendment of the Company’s Article of Association.

 

Brief description:

Based on Article 25 paragraph (2) of the Company's Articles of Association, changes to the Articles of Association are stipulated in the GMS. Changes in the Articles of Association include for the fulfillment and adjustment of the Central Statistics Agency Regulation Number 2 of 2020 concerning the Classification of Indonesian Business Field Standards (KBLI 2020).

 

  1. Changes to the Management of the Company.

 

Brief description:

Pursuant to Article 94 paragraph (5) jo. Article 111 paragraph (5) UUPT and Article 15 paragraph (3.a) jo. Article 19 paragraph (4.a) of the Company’s Article Association, the Board of Directors and Board of Commissioners are appointed and discharged by the GMS.

 

Notes:

  1. This summon is valid as an invitation to the Official Meeting to the Shareholders of the Company, so that the Board of Directors of the Company does not send invitations separately to the Shareholders of the Company.

 

  1. The Shareholders who are entitled to attend the MEETING are the Shareholders of the Company whose names are recorded/listed in the Company’s Shareholder Register (DPS) and/or owner of securities account in Collective Custody of PT Kustodian Sentral Efek Indonesia (KSEI) at the closing trading in Indonesia Stock Exchange (Bursa Efek Indonesia) as of Thursday, April 28, 2022.

 

  1. The Company since the date of this summons has provided the materials of the Meeting event at each Meeting Event (except the subject matter of the 6th Meeting event) which can be downloaded through the Company's website www.phapros.co.id

 

  1. Shareholders and/or proxies who will be attend electronically to the MEETING through the eASY.KSEI application must pay attention to the following matters:

 

  1. Registration Process
  1. Local individual type shareholders who have not provided a declaration of presence or power of attorney in the eASY.KSEI application by the time limit in point 2 and wish to attend the MEETING electronically are required to register attendance in the eASY.KSEI application on the date of the MEETING until the registration period The MEETING is electronically closed by the Company.
  2. Local individual type Shareholders who have given a declaration of attendance but have not yet cast their votes for at least 1 (one) MEETING Agenda in the eASY.KSEI application until the deadline in point 2 and wish to attend the MEETING electronically are required to register their attendance in the eASY.KSEI application on the date of the MEETING until the registration period for the MEETING is electronically closed by the Company.
  3. Shareholders who have given power of attorney to the recipient of the proxy provided by the Company (Independent Representative) or Individual Representative but the Shareholders have not cast a minimum vote for 1 (one) MEETING Agenda in the eASY.KSEI application until the deadline in point 2 , then the proxies representing the Shareholders are required to register attendance in the eASY.KSEI application on the date of the MEETING until the registration period for the MEETING is electronically closed by the Company.
  4. Shareholders who have given power of attorney to the participant/Intermediary proxy (Custodian Bank or Securities Company) and have cast their vote in the eASY.KSEI application until the time limit in point 2, then the representative of the proxy who has been registered in the eASY.KSEI application is required to register attendance in the eASY.KSEI application on the date of the MEETING until the electronic registration period for the MEETING is closed by the Company.
  5. Shareholders who have given 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 minimum vote for 1 (one) or all MEETING Agenda in the eASY.KSEI application at least no later than the deadline in point 2, the Shareholders and/or proxies do not need to register attendance electronically in the eASY.KSEI application on the date of the MEETING. Share ownership will be automatically calculated as a quorum of attendance and the votes that have been cast will be automatically taken into account in the voting of the MEETING.
  6. Any delay or failure in the electronic registration process as referred to in numbers (i) to (iv) for any reason will result in the Shareholders and/or proxies being unable to attend the MEETING electronically, and their share ownership will not be counted as a quorum for attendance at the MEETING.

 

 

  1. Process for Submitting Questions and/or Opinions Electronically
  1. Shareholders and/or proxies have 3 (three) opportunities to submit questions and/or opinions at each discussion session per MEETING Agenda. Questions and/or opinions per MEETING Agenda can be submitted in writing by the Shareholders and/or proxies by using the chat feature in the 'Electronic Opinions' column available on the E-MEETING Hall screen in the eASY.KSEI application. Giving questions and/or opinions can be done as long as the status of the MEETING in the 'General MEETING Flow Text' column is "Discussion started for Agenda item No. [ ]".
  2. Determination of the mechanism for conducting discussions per MEETING Agenda in writing through the E-Meeting Hall screen in the eASY.KSEI application is the authority of each Company and this will be stated by the Company in the Rules of Conduct for the MEETING through the eASY.KSEI application.
  3. For Shareholders and/or proxies who are present electronically and will submit questions and/or opinions during the discussion session per the Agenda of the MEETING, they are required to write down the names of the Shareholders and the amount of their share ownership followed by related questions or opinions.

 

  1. Voting Process
    1. The electronic voting process takes place in the eASY.KSEI application on the E–MEETING Hall menu, Live Broadcasting sub menu.
    2. Shareholders who are present alone or are represented by their proxies but have not yet cast their votes at the MEETING Agenda as referred to in point 4 letter a number i–iv, the Shareholders and/or proxies have the opportunity to submit their vote during the voting period through The E–MEETING Hall screen in the eASY.KSEI application was opened by the Company. When the electronic voting period per MEETING Agenda begins, the system automatically runs the voting time by counting down a maximum of 5 (five) minutes. During the electronic voting process, the status "Voting for Agenda item No [ ] has started" will be seen in the 'General MEETING Flow Text' column. If the Shareholders and/or proxies do not vote for a particular MEETING Agenda until the status of the implementation of the MEETING shown in the 'General MEETING Flow Text' column changes to “Voting for Agenda item No [ ] has ended”, it will be considered as voting Abstain for the relevant Agenda of the MEETING.
    3. Voting time during the electronic voting process is the standard time set in the eASY.KSEI application. Each Company may determine the policy of direct voting time electronically per Agenda in the MEETING (with a maximum time of 5 (five) minutes per MEETING Agenda) and this will be stated in the Rules of Conduct for the Implementation of the MEETING through the eASY.KSEI application.

 

  1. Watch the ongoing MEETING through the GMS Zoom Webinar on eASY.KSEI
    1. Shareholders and/or proxies who have been registered in the eASY.KSEI application no later than the deadline in point 2 can watch the ongoing MEETING via Zoom Webinar by accessing the eASY.KSEI menu, the GMS Impressions submenu located at the AKSes facility (https://akses.ksei.co.id/)
    2. The GMS Zoom Webinar has a capacity of up to 500 participants, where the attendance of each participant will be determined on a first come first serve basis. Shareholders and/or proxies who do not get the opportunity to watch the implementation of the MEETING through the GMS Zoom Webinar are still considered valid to be present electronically and share ownership and voting choices are taken into account at the MEETING, as long as they have been registered in the eASY.KSEI application as stipulated in point 4 letter a number i –vi.
    3. Shareholders and/or proxies who only watch the ongoing MEETING through the GMS Zoom Webinar but are not registered to attend electronically on the eASY.KSEI application according to the provisions in point 4 letter a number i–vi, then the presence of the Shareholders and/or proxies is considered invalid and will not be included in the calculation of the MEETING attendance quorum.
    4. Shareholders and/or proxies who watch the MEETING through the GMS Zoom Webinar have a raise hand feature that can be used to ask questions and/or opinions during the discussion session per MEETING Agenda. If the Company allows by activating the allow to talk feature, the Shareholders and/or proxies can submit questions and/or opinions by speaking directly. The determination of the mechanism for the implementation of discussions per MEETING Agenda using the allow to talk feature contained in the GMS Zoom Webinar is the authority of each Company and this will be stated by the Company in the Rules of Conduct for the Implementation of the MEETING through the eASY.KSEI application.
    5. To get the best experience in using the eASY.KSEI application and/or GMS Impressions, Shareholders and/or proxies are advised to use the Mozilla Firefox browser.

 

  1. The Notary, assisted by the Securities Administration Bureau, will check and count the votes for each Agenda of the MEETING in every decision-making of the MEETING on the said Agenda, including those based on the votes submitted by the Shareholders and/or proxies through eASY.KSEI as referred to in point 4 letter c numbers i–iii above, as well as those submitted at the MEETING.

 

  1. To prevent the spread of Covid-19, the Company urges Shareholders and/or proxies to follow directions from the Government of the Republic of Indonesia by performing Physical Distancing and implementing applicable safety and health protocols. The Company urges the following:
    1. The Company recommends to Shareholders and/or proxies who are entitled to attend the MEETING whose shares are included in the collective custody of KSEI, to register attendance electronically through the KSEI System (eASY.KSEI) at the link https://akses.ksei.co.id/ provided by KSEI, as a Physical Distancing measure as well as implementing the applicable security and health protocols. The implementation of electronic registration will be opened from the date of the summons for this MEETING and will be closed at the latest before the MEETING at 09.30 WIB.
    2. Guidelines for registration, use, and further explanation regarding eASY.KSEI can be found on the Company's website and/or https://akses.ksei.co.id/ website.
    3. In the event that the Shareholders and/or proxies will attend the MEETING outside the eASY.KSEI mechanism, the Shareholders and/or proxies can download the power of attorney contained on the Company's website www.phapros.co.id

 

  1. The Shareholders and/or proxies who will attend the MEETING must follow the safety and health protocol that applies to the venue of the MEETING as follows:
    1. Shareholders and/or proxies are required to scan the PeduliLindung QR Code before entering the MEETING room.
    2. Shareholders and/or proxies who have received the third dose of vaccination (booster) are not required to show a negative result of the RT-PCR test or rapid antigen test.
    3. Shareholders and/or proxies who have received the second dose of vaccination are required to show a negative result of the rapid antigen test whose sample was taken within 1 x 24 hours or a negative result of the RT-PCR test whose sample was taken within 3 x 24 hours.
    4. Shareholders and/or proxies who have received the first dose of vaccination must show a negative result of the RT-PCR test whose sample is taken within 3 x 24 hours.
    5. Wear a mask while in the MEETING place.
    6. Based on detection and monitoring of body temperature of Shareholders and/or proxies shall not be more than 37,50C. If the Shareholder or the Proxy of the Shareholders is sick even though the body temperature is still within the normal temperature, they will not be allowed to enter the MEETING place.
    7. Submit a photocopy of Identity Card (KTP) or other identification to the MEETING Officer before entering the MEETING Room. Shareholders and/or proxies who are legal entities are required to bring a copy (photocopy) of the Articles of Association and its amendments, including the latest composition of the management.
    8. Follow the directions of the MEETING committee in implementing the physical distancing policy at the MEETING place, both before the MEETING starts, at the MEETING or after the MEETING is done. Therefore, the MEETING committee limits the capacity of the MEETING room.

 

  1. Shareholders who have given power of attorney in point 4 above, may submit question(s) to the Agenda via email to the Company corporate@phapros.co.id by CC to DM@datindo.com and the question(s) will be submitted in MEETING by the Proxy and recorded in the Minutes of the MEETING compiled by the Notary, and answers to these question(s) will be submitted via Shareholders' email no later than 3 (three) working days after the MEETING.

 

  1. Annual Report will be provided to Shareholders and/or proxies in soft file form. In addition, Shareholders and/or proxies are required to comply with the health protocols stipulated in accordance with the Government Protocol implemented by the GMS committee and the venue’s management where the GMS is held.

 

  1. The Company will make another announcement in the event that there are changes and/or additional information regarding the procedures for the implementation of the MEETING with reference to the latest conditions related to integrated handling and control to prevent the spread and transmission of Covid-19.

 

  1. To ease the arrangement and orderliness of the MEETING, Shareholders and/or proxies are kindly requested to register for attendance (registration) no later than 30 (thirty) minutes before the MEETING begins, and at 09.30 WIB the registration will be closed.

 

 

Jakarta, 29 April 2022

PT PHAPROS Tbk

Board of Directors

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