Notice to the Shareholders – EGMS

 

The Board of Directors of the Company hereby announces that the Company has convened the Extraordinary General Meeting of Shareholders (“EGMS”):

 

Day/Date	:	Wednesday, October 26, 2016
Time	:	15:30 WIB – Finish
Venue	:	Mercantile Athletic Club World Trade Center, Lantai 18 Jl. Jenderal Sudirman Kav. 31 Jakarta 12920

The shareholders who are entitled to attend or be represented in the EGMS Meeting are:

a.    For shares not under collective depository:

The Shareholders whose names are recorded in the Company’s Shareholders Register on 3 October 2016 at 04:00 pm at PT Datindo Entrycom, Registrar the Company is domiciled in Jakarta and located at Wisma Sudirman, Jalan Sudirman 34-35 Jakarta 10220 or those who are authorized by the company’s shareholders: and

b.    For shares under collective depository:

The Shareholders of the Company or those who are authorized by the company’s shareholders whose names are registered on the account holder or custodian bank in PT Indonesian Central Securities Depository (“KSEI”) on October 3, 2016 through 16:00 pm. For the shareholders under the securities account in the collective depository of KSEI are mandatory to provide shareholder list to KSEI to obtain written confirmation to attend the Meetings (Konfirmasi Tertulis Untuk Rapat or “KTUR”).

 

Each proposal Shareholders of the Company will be included in the event EGMS if they meet the requirements of Article 11, paragraph 15 of Articles of Association and Article 12 paragraph (1), (2), (3) and (4) of Regulation of the Financial Services Authority No. 32 / POJK.04 / 2014 on the Planning and Organization of the General Meeting of Shareholders of the Public Company (“POJK No. 32/2014”), as follows:

–      Proposals must be received by the Board of Directors no later than seven (7) days prior to the date of Notification of meetings on the day Tuesday, September 27, 2016.

–      Shareholders can propose is a shareholder or representing 1/20 (one-twenty) or more of the total shares with valid voting rights issued by the Company

–      The proposal must: (i) is expressed in good faith; (ii) to consider the interests of the Company; (iii) include reasons and materials proposed meeting agenda; and (iv) does not conflict with laws and regulations; and

–      The proposal is require approval from the Board to be in the agenda.

In accordance with the provisions of Article 14, paragraph 4 of paragraph (2) of the Articles of Association and Article 13 paragraph 3 POJK No. 32/2014, call the EGMS will be posted within 1 (one) Indonesian language daily newspapers and national circulation on Tuesday, October 4, 2016, the Stock Exchange web site and also the website of the Company, namely http://www.fajarpaper.com.

 

Furthermore, with regard to the agenda of the EGMS of the Company plan to conduct capital increase with Pre-emptive Rights (“Rights”) to the Shareholders of the Company in accordance with FSA Regulation No. 32 / POJK.04 / 2015 on Capital Increase With Provides Pre-emptive Rights (“POJK No.32 / 2015”), hereby submitted the following information

 

The Company plans to issue a maximum of 500,000,000 (five hundred million) shares which represent ordinary shares with a nominal value of Rp 500.00 (five hundred Rupiah) per share. The number of shares to be issued will depend on funding purposes of the Company and the price of exercise of the Rights. In case of changing the maximum number of shares to be issued, the Company will announce in conjunction with the EGMS call ads are planned to be held on October 4, 2016

 

The company in considered with the market conditions, planned exercise of the Rights will be held immediately after obtaining the approval of the EGMS by remembering POJK No.32 / 2015, the execution will be carried out by the Company within a period of not more than twelve (12) months from the date of the EGMS approval

 

Effect of the capital increase are to (i) reduce liability and improve the Company’s debt to equity ratio, and (ii) increase the number of shares outstanding. So with the capital increase through the Rights s expected to increase the number of shares in the market and will increase the frequency of trading such shares or in other words, can improve the liquidity of the stock.

 

Overall proceeds from the issuance of the Rights is, net of issuance costs, all planned to be used by the Company to, among other things: (i) reduce the liabilities of the Company, and / or (ii) the development of the Company, and / or (iii) increase working capital of the Company, and / or (iv) the Company’s other business purposes to be determined more upon exercise of the Rights