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Investor Relations| Press Releases
Notice to the Shareholders - AGM

PT FAJAR SURYA WISESA TBK. ("Company")

ANNUAL GENERAL MEETING OF SHAREHOLDERS

 
The Board of Directors hereby invites the shareholders of the Company ("Shareholders") to attend the Annual General Meeting of Shareholders (“the Meeting”) which will be held on:
 
Day/date
:
Tuesday, 24 April 2018
Time
:
10:30 A.M – finish
Venue
:
Mercantile Athletic Club
World Trade Center, Lantai 18
Jl. Jenderal Sudirman Kav. 31, Jakarta 12920
 
With the agenda of the Meeting as follows :
1.     Approval and ratification of the Report of the Board of Directors regarding the course of business of the Company and the Financial Administration of the Company for the fiscal year ended 31 December 2017, as well as the approval and ratification of the Company's Financial Statements include the Balance Sheet and Profit/Loss Account for the financial year ended on 31 December 2017, approval of the Annual Report and the report of the Board of Commissioners supervisory tasks and provide a release and discharge of responsibility (acquit et de charge) to all members of the Board of Directors and Board of Commissioners for the actions of management and supervision that have been implemented over the years ended 31 December 2017.
Explanation:
In this agenda, the company will provide an explanation of the implementation of the course of business for the fiscal year ended 31 December 2017 and financial condition based on Company's Financial Statements for the financial year ended on 31 December 2017. Under the provisions of (i) Article 69 and Articles 78 of Association of Law 40 of 2007 on Limited Liability Companies ("Company Law") and (ii) Article 12 paragraph (5) of the Articles of Association of the Company, approval of the annual reports and financial statements by “the Meeting” approval means providing release and discharge of responsibility (acquit et de charge) to all members The Board of Directors and Board of Commissioners on the management and supervision that have been implemented during the last financial year, to the extent such actions are reflected in the annual report and financial statements.
 
2.     Determination of the use of profits of the Company for the year ending on 31 December 2017.
Explanation:
In accordance with the provisions of (i) Article 70 and Article 71 of the Company Law and (ii) Article 12 paragraph (2) b Articles of Association of the Company, in the agenda of this meeting will be discussed and decided on the use of the Company's profit for the fiscal year ended on 31 December 2017.
 
3.     Appointment of Independent Public Accounting Firm who will audit the books of the Company ended on 31 December 2018 and the granting of authority to the Board of Commissioners to determine the honorarium of the Independent Public Accountant and other requirements of the appointment.
Explanation:
Notwithstanding the provision under (i) Article 68 on Limited Liability Companies and (ii) Article 12 paragraph 2 letter c of the Articles of Association of the company; the company will seek approval from “the Meeting” to authorized members of the Board of Directors to appoint the Independent Public Accountant that registered with the Financial Services Authority ("FSA") to audit the books of the Company for the financial year ended 31 December 2018, and the power to discuss and determine the honorarium of Independent Public Accounting Firm.
 
4.     Approval of the change of composition of the Board of Commisioners of the Company as well as determination of salary and other benefits for members of the Board of Directors and honorarium and other benefits for members of the Board of Commissioners of the Company for the financial year 2018.
Explanation:
In accordance (i) Article 27 of the FSA Regulation No. 33 / POJK.04 / 2014 of the Board of Directors and Board of Commissioners of Public Listed Company and (ii) Article 20  paragraph 23 of the Articles of Association, the Company will request approval for the change of composition of the Board of Commissioners.
Under the provisions of (i) Article 96 and Article 113 of the Company Law and (ii) of Article 17 paragraph (5) and Article 20 (14) of the Articles of Association, the Company will seek approval from the meetning to authorize the Board of Commissioners to determine the salary and allowances for members of the Board of Directors as well as the salary or honorarium and allowances for members of the Board of Commissioners for the proposal of the Nomination and Remuneration Committee of the Company for the fiscal year ended on 31 December 2018.
 
5.     Approval of the Company's plan to pledge part or all of the assets or the assets of the Company which constitute more than 50% (fifty percent) of total net assets of the Company in one or more transactions or provide corporate guarantees (corporate guarantee), both of which are related to each other and not, in order to obtain loans, credit and/or other facilities of one or more banks, financial institutions and/or other third parties and provide the power and authority with the right of substitution, to the Board of Directors to carry out the underwriting net worth of the Company, including but not limited to make or request made all deeds, letters or documents are required, appearing before the party/competent authorities, including notaries, apply to the parties/authorities to obtain approval or report the matter to the party/competent authority as defined in applicable legislation.
Explanation:
Noting the provisions of: (i) Article 18 paragraph (5) of the Articles of Association of the Company; (ii) Article 28 of the FSA Regulation  No. 32 / POJK.04 / 2014 dated December 8, 2014 on the Planning and Organization of the General Meeting of Shareholders of Public Company; and (iii) Article 102 of the Articles of Association, the act guarantees for most or more than 50% (fifty percent) of the total net assets of the Company shall obtain the approval of the meeting.
 
Note:
1.        The Company does not send a separate invitation letter to shareholders, so the advertisement call is an official invitation to the Shareholders.
 
2.    Those Entitled to attend or be represented at the Meeting are:
a.     for shares that are not in collective custody :
The Shareholders of the Company whose names are validly registered in the Register of Shareholders of the Company on 29 March 2018 through 04:00 p.m. in PT Datindo Entrycom, the Share Registrar of the Company domiciled in Jakarta, having its office at Jl. Hayam Wuruk No. 28 Jakarta 10120 or the proxies of such Shareholders of the Company;
 
b.     for shares that are in a collective custody :
The Shareholders of the Company whose names are validly registered in the account holder or the custodian bank in PT Indonesian Central Securities Depository ("KSEI") on 29 March 2018 through 04.00 p.m. or the proxies of such Shareholders of the Company. The securities account holders of KSEI under collective custody are required to provide the Register of Shareholders of the Company that they manage to KSEI to obtain a written confirmation for the Meetings (Konfirmasi Tertulis Untuk Rapat or “KTUR”).
 
3.    Shareholders or their proxies who will attend the Meeting are kindly requested to bring and submit a copy of Collective Shares and copies of identity cards (KTP) or other identification to the registration officer Meeting of Registrar, before entering the meeting room. For shareholders in collective custody shall bring Letter KTUR which can be obtained through exchange members or custodian bank.
 
4.     For shareholders in the form of limited liability companies, cooperatives, foundations or pension funds in order to bring a copy of the complete Article of Associations and valid along with the latest board of management.
 
5.   a. Shareholders who cannot attend, can be represented by a proxy authorized by bringing the power of attorney is valid as determined by the Board of Directors, provided members of the Board of Directors, the Board of Commissioners and employees of the Company shall act as the attorney of Shareholders in this meeting, but the sound is they remove not taken into account in the voting.
b. Proxy forms can be obtained on every working day at the Company's office is located at Jl. Abdul Muis No. 30 Central Jakarta 10160.
c. All the power of attorney must be received by the Board of Directors at the Company's office and the office of Registrar at the address as stated in item 5.b above, no later than three (3) working days prior to the date of the Meeting through 16:00.
 
6.    Meetings related materials have been available at the Company's office from the date of this call up to the date of the meeting and copies of the Meeting materials can be obtained by shareholders by written request to the Company.
 
7.    To facilitate the Meeting, shareholders or their proxies are kindly requested to be present at a meeting of 30 (thirty) minutes before the meeting begins.
 
 

Jakarta, 2 April 2018
Board of Directors