NOTICE OF THE
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
PT FAJAR SURYA WISESA Tbk (“Company”)
The Board of Directors of the Company hereby invites the shareholders of the Company to attend the Extraordinary General Meeting of Shareholders (hereinafter will be referred to as the “Meeting”) which will be held on:
Date : Wednesday, 29 November 2017
Time : 09:30 A.M – until finished.
Venue : Ruang Seminar, Galeri Bursa Efek Indonesia
Indonesia Stock Exchange Building, Tower I
Jl. Jenderal Sudirman Kav. 52-53 Jakarta 12190
With the EGMS Agenda as follows:
- Approval of the change of composition of the Board of Commisioners of the Company
The Company plans to ask approval from the Shareholders of the Company in relation to the changes of the composition of the Board of Commissioners of the Company which shall be carried out in accordance with Article 20 of the Articles of Association in conjunction with Article 27 FSA Regulation No. 33 / POJK.04 / 2014 of the Board of Directors and Board of Commissioners of Public Listed Company, in this agenda of the EGMS, Company will request approval for the dismissal of members of the Board of Commissioners so that it will change the composition of the Board of Commissioners.
- Approval of the Company’s plan to conduct capital increase with Preemptive Rights (“Rights Issue”), which will be implemented under the FSA Regulation No.32 / POJK.04 / 2015 on Public Company Capital Increase With Provides Pre-emptive Rights (“Public Offering limited”), including:
a. Approval of the change of the Articles of Association in connection with the increase in issued and paid-up capital of the Company within the framework of the Limited Public Offering; and
b. Approval of Giving power and authority to the Board of Directors with the right of substitution to implement all the necessary measures relating to Limited Public Offering, including but not limited to making or request made all deeds, letters or documents are required, present before party/competent authorities, including notaries, apply to the parties/authorities to obtain approval or report the matter to the party/competent authority and register it in the register of companies as defined in applicable legislation.
In this EGMS Agenda, The Company intends to ask approval from the Shareholders of the Company related to the Company’s plan to increase the Company’s capital by issuing Rights Issue to the Company’s shareholders through a Limited Public Offering mechanism by issuing a maximum of 500,000,000 (five hundred million) new shares with purpose (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) other business purposes to be determined at the time of the exercise of the Rights, as has been described by the Company in the disclosure of information which has been published in newspaper “Bisnis Indonesia” dated October 23, 2017.
That in connection with the Limited Public Offering, the Company also requested approval of shareholders related to:
a. The amendment of Article 4 of the Articles of Association in connection with the capital increase in issued and paid-up capital of the Company; and
b. Giving power and authority to the Board of Directors with the right of substitution to implement all the necessary actions related to the Limited Public Offering.
- The Company does not send separate invitation letter to our shareholders, so this announcement is the official invitation to the shareholders of the Company
- The Shareholders of the Company who are entitled to attend or to be represented at the EGMS 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 6 November 2017 at the latest until 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; and
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 6 November 2017 at 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).
- The shareholders or their proxies who will attend the EGMS is requested to provide the copy of the Collective Share Certificate and provide the copy of a valid Identification Card or any other identification document to the registration officer prior to entering the EGMS venue. For a shareholder which share has been included in the Collective Custody is requested to provide the original of Written Confirmation to Attend the Meeting or “KTUR” which can be obtained from stock exchange member or custodian bank.
- a. Shareholders who are unable to attend, may be represented by proxy by bringing the valid power of attorney as determined by the Board of Directors, provided that the members of the Board of Directors, members of the Board of Commissioners and employees of the Company to act as the proxy of the Company’s shareholders at the EGMS, but their voting right not taken into account in the voting.
b. Proxy forms can be obtained at the Company’s office at Jl. Abdul Muis 30, Jakarta 10160, Indonesia during working day and hours.
c. All the power of attorney must be received by the Board of Directors at the Company’s office at the addresses listed in item 4.b above, no later than three (3) business days before the date of the EGMS until 16:00 pm.
- For shareholders that are legal entities such as limited liability companies, cooperatives, foundations or pension funds in requested to bring a photocopy of the complete Articles of Association
- Related materials that the EGMS has been available in the office of the Company from the notification date of the EGMS until the date of the EGMS and copies of the materials can be obtained by shareholders through a written request to the Company or may be accessed through the Company’s website, ie http://www.fajarpaper.com
- To facilitate the arrangement and ordering of the EGMS, the shareholders or their proxies are kindly requested to be present at the EGM 30 (thirty) minutes prior to the EGM begins.
Jakarta, 7 November 2017
Board of Directors of the Company