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 Annual General Meeting of Shareholders of the Company (the “Meeting”) to be held on:
Day / Date : Thursday, May 26, 2016
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, 2015, 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, 2015, 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, 2015.
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.
2. 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 2016.
Under the provisions of Article 96, Article 113 on Limited Liability Companies, letter a roman (i) and Article 17 paragraph (5) and Article 20 paragraph (14) letter a roman (ii) of the Articles of Association of the company, by Company Law, the determination of salaries, honoraria and allowances for members of the Board of Directors and members of the Board of Commissioners of the Company assigned by “GMS”. The Company will seek approval from “the Meeting” to determinate of salaries, honoraria and allowances for members of the Board of Directors and members of the Board of Commissioners of the Company proposed by Nomination and Remuneration Committee of the Company
3. Appointment of Independent Public Accounting Firm that will audit the books of the Company ended on December 31, 2016 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.
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 2016, and the power to discuss and determine the honorarium of Independent Public Accounting Firm.
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 (4) 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 May 2, 2016 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 May 2, 2016 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.
4. 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 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 on May 23, 2016 through 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 Associations 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, May 3, 2016
Board of Directors