PT FAJAR SURYA WISESA TBK. (“Company”)
ANNUAL GENERAL MEETING OF SHAREHOLDERS
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
The Board of Directors hereby invites the shareholders of the Company (“Shareholders”) to attend the Annual General Meeting of Shareholders (“AGM”) and the Extraordinary General Meeting of Shareholders (“EGM”) of the Company (hereinafter will be referred to as the “Meeting”) which will be held on:
|Day / Date||:||
Monday, 8 May 2017
11:00 until finished
Mercantile ATHLETIC CLUB
World Trade Center, 18th Floor
Jl. Sudirman Kav. 29-31, Jakarta 12920
Annual General Meeting of Shareholders
- With the agenda of the Meeting as follows:
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 2016, 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 2016, 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 2016.
Under the provisions of Article 69 paragraph (1) Articles of Association of Law 40 of 2007 on Limited Liability Companies (“Company Law”), the agenda of the Meeting of the Company will provide the approval and ratification of the Company’s Financial Statements and approval the report of the Board of Commissioners supervisory tasks conducted by the General Meeting of Shareholders (“GMS”). In accordance with the provisions of 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.
- Determination of the use of profits of the Company for the year ending on 31 December 2016.
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 2016.
- Appointment of Independent Public Accounting Firm who will audit the books of the Company ended on 31 December 2017 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.
Notwithstanding the provision under Article 68 on Limited Liability Companies and 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 2017, and the power to discuss and determine the honorarium of Independent Public Accounting Firm.
- Approval of the appointment of members of the Board of Directors and the Board of Commissioners 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 2017.
In accordance with the provisions (i) Article 3 and Article 22 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 17 and Article 20 of the Articles of Association, the Company will request approval for the appointment of members of the Board of Directors and a new 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, essentially provisions for the salaries and benefits members of the Board of Directors as well as the salary or honorarium and allowances of members BOC set by the AGM. In this regard, the Company will seek approval from the AGM 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.
Extraordinary General Meeting of Shareholders:
- Approval of the Company’s plan to conduct capital increase with Preemptive Rights (“Rights”), in accordance with FSA Regulation No.32/POJK.04/2015 on Public Company Capital Increase With Provides Pre-emptive Rights (“Limited Public Offering “).
In this EGM agenda Company intends to seek approval of the shareholders of the Company related to the plan of Limited Public Offering of the Company. Meanwhile, the company plans to increase capital through Limited Public Offering by issuing a maximum of 500,000,000 (five hundred million) new shares with the purpose of (i) reducing the liabilities of the Company, and / or (ii) for Business development of the Company, and / or ( iii) use for working capital of the Company, and / or (iv) for other Company’s business plan that it will be determined by the time of Limited Public Offering as described by the Company in the disclosure of information which has been published in newspapers “Bisnis Indonesia” dated 29 March 2017
- Approval of amendments to the Articles of Association, among others, the approval of an amendment of the Company in connection with the capital increase of the Company’s issued and paid within the framework of the Capital Increase Issue of Pre-emptive Rights.
In the connection with the Rights Issue, the Company requested an approval of the Shareholders in related to the Amendment to Article 4 of the Articles of Association in connection with the capital increase in issued and paid-up capital of the Company
- Providing the power of authority with the right of substitution to the Board of Directors to implement the above decision, including but not limited to making or made request all required deeds, letters or documents, appearing to the authorities party/officials, including notaries, apply for obtain approval to the parties/authorities or report the matter to the authority party/competent as defined in applicable legislation.
That in the connection with the Rights Issue, the Company seeking an approval from the shareholders to give a power and authority to the Board of Directors with the right of substitution to execute all necessary actions related to the Rights Issue.
- The Company does not send a separate invitation letter to shareholders, so the advertisement call is in accordance with the provisions of Article 14 paragraph (4) of the Articles of Association and an official invitation to the Shareholders.
- Those Entitled to attend or be represented at the Meeting are:
a. For shares of the Company that are not in the Collective Custody:
Shareholders of the Company or the power of Shareholders whose names are legally registered in the Register of Shareholders of the Company on 12 April 2017 through 16:00, PT Datindo Entrycom, Registrar the Company is domiciled in Jakarta and located at Wisma Sudirman, Jalan Sudirman 34-35 Jakarta 10220.
b. For the Company’s shares are in the Collective Custody:
Shareholders of the Company or the power of Shareholders whose names are registered on the account holder or custodian bank in PT Indonesian Central Securities Depository (“KSEI”) on 12 April 2017 through 16:00 pm, For holders of securities account in KSEI Collective Custody required to provide the Company Shareholders who manages to KSEI to get a written confirmation for the Meeting (KTUR)
- 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.
- 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.
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 4.a above, no later than three (3) working days prior to the date of the Meeting through 16:00.
- 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.
- 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.
- 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, 13 April 2017
Board of Directors