PT FAJAR SURYA WISESA Tbk.
ANNUAL GENERAL MEETING OF SHAREHOLDERS
The Board of Directors hereby invites the shareholders of the Company (“Shareholders”) to attend the General Meeting of Shareholders of the Company (the “Meeting”) to be held on:
Day / Date : Tuesday, May 19, 2015
Time : 11:00 until finished
Place : Mercantile ATHLETIC CLUB
World Trade Center, 18th Floor
Jl. Sudirman Kav. 29-31
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 December 31, 2014, 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 December 31, 2014, 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 December 31, 2014.
Under the provisions of Article 12 paragraph (2) letter a Articles of Association, the agenda of the Meeting of the Company will provide an explanation to the shareholders regarding the implementation of the Company’s business activities for the fiscal year ended December 31, 2014 and financial condition as stated in the Company’s Financial Statements for the fiscal year ended December 31, 2014. In accordance with the provisions of Article 12 paragraph (3) of the Articles of Association of the Company, approval of 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. Approval of the planned use of the Company’s profit for the fiscal year ended December 31, 2014.
Noting Article 12 paragraph (2) b Articles of Association in conjunction with Article 70 and 71 of Law 40 of 2007 on Limited Liability Companies (“Company Law”), in the agenda of this meeting will be discussed and decided on the use of profit for the financial year which ended on December 31, 2014.
3. The 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 2015.
Noting Article 12 paragraph (2) letter a roman vii and Article 96 of the Company Law, the agenda of the Meeting of the Company will seek approval from the determination of salaries, honoraria and allowances for members of the Board of Directors and members of the Board of Commissioners of the Company for the financial year 2015.
4. Appointment of Independent Public Accounting Firm that will audit the books of the Company ended on December 31, 2015 and the granting of authority to the Board of Directors to determine the honorarium of the Independent Public Accountant and other requirements of the appointment.
In the eyes of this event will be discussed about the planned appointment of the Public Accountant registered with the Financial Services Authority (“FSA”) to audit the books of the Company for the financial year ended 31 December 2015. Approval was requested by the Company requested that the the shareholders authorized the Board of Directors and / or Commissioners to make the appointment, with the public accounting firm appointed listed in the FSA, and the power to discuss and determine the amount of honorarium Public Accounting Firm.
5. Approval of the conversion of the Company’s Articles of Association, among others, related to the change in the domicile of the Company and changes in some clauses in the Articles of Association in order to adjustments and regulatory compliance POJK No. 32 / POJK.04 / 2014 concerning the Implementation Plan and the General Meeting of Shareholders of Open Company (“POJK No.32 / 2014”) and POJK No. 33 / POJK.04 / 2014 of the Board of Directors and Board of Commissioners of Public Company (“POJK No.33 / 2014”).
In the agenda of this meeting will be discussed amendments to the Articles of Association, among others, the amendment of Article 1 of the Articles of Association related to the domicile of the Company which was originally located in Bekasi became in Central Jakarta and in connection with the enactment POJK No. 32/2014, and POJK No. 33/2014, the Company is required to make adjustments on some provisions in its Articles of Association in accordance with the laws. The Company proposes to amend some of the provisions in the Articles of Association of the Company in order to be adjusted to POJK No.32 / 2014 and POJK No.33 / 2014.
1. 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 (3) of the Articles of Association and an official invitation to the Shareholders.
2. 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 April 24, 2015 through 16:00. PT Datindo Entrycom, Registrar the Company is domiciled in Jakarta and located at 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 April 24, 2015 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).
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.
a. Shareholders who can not 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 and Share Registrar, PT Datindo Entrycom which is located in Puri Datindo – Wisma Sudirman, Jl. Sudirman Kav. 34 Jakarta 10220 or through KSEI account holder.
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 4.b above, no later than three (3) working days prior to the date of the Meeting until 16:00.
5. 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 Assocations and valid along with the latest board of management.
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, 27 April 2015
Board of Directors