NOTICE OF THE
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
PT FAJAR SURYA WISESA Tbk (“COMPANY”)
We hereby invites the shareholders of the Company to attend the upcoming Extraordinary General Meeting of Shareholders (hereinafter will be referred to as the “Meeting”) which will be held on:
Date : Wednesday, 26 October 2016
Time : 15:30 Western Indonesian Time until finished.
Vanue : Mercantile Athletic Club
World Trade Center, Lantai 18
Jl. Jenderal Sudirman Kav. 31
1. Approval of the change of composition of the Board of Commisioners of the Company
In accordance with Article 20 of the Articles of Association and Articles 22 and 23 in conjunction with Article 7 FSA Regulation No. 33 / POJK.04 / 2014 of the Board of Directors and Board of Commissioners of Public Listed Company, the agenda of the EGM of the Company will request approval for the dismissal of members of the Board of Commissioners and the appointment of a new member of the Board of Commissioners of the Company so that it will change the composition of the Board of Commissioners.
2. 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 (“Public Offering limited “), including:
a. Approved 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. 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.
The company plans to increase the capital of the Company by issuing pre-emptive rights to the shareholders of the Company through a 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) business development of the Company, and / or (iii) working capital of the Company, and / or (iv) for the needed of the Company’s business and it will be subsequently determined at the time of exercise of the Rights, as described by the Company in the disclosure of information that has been published by the newspaper “Business Indonesia “dated September 19, 2016. In the agenda of the EGM of the Company intends to seek approval from the shareholders of the Company related to the implementation of the Company Limited Public Offering
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
3. Approval of the Company’s plan to pledge part or all of the assets or the assets of the Company which constitute more than 50% (fifty percent) of total net assets of the Company in one or more transactions or provide corporate guarantees (corporate guarantee), both of which are related to each other and not, in order to obtain loans, credit and/or other facilities of one or more banks, financial institutions and/or other third parties and provide the power and authority with the right of substitution, to the Board of Directors to carry out the underwriting net worth of the Company, including but not limited to make or request made all deeds, letters or documents are required, appearing before the party/competent authorities, including notaries, apply to the parties/authorities to obtain approval or report the matter to the party/competent authority as defined in applicable legislation.
Noting the provisions of: (i) Article 18 paragraph (5) of the Articles of Association of the Company; (Ii) Article 28 of the Regulation of the Financial Services Authority No. 32 / POJK.04 / 2014 dated December 8, 2014 on the Planning and Organization of the General Meeting of Shareholders of Public Company; and (iii) Article 102 of the Company Law, the act guarantees for most or more than 50% (fifty percent) of the total net assets of the Company shall obtain the approval of the AGM. Therefore, the Company intends to seek approval from shareholders to pledge part or all of the assets or the assets of the Company which constitute more than 50% of total net assets of the Company, in order to obtain loans, credit and / or other facilities of one or more banks, institutions financial and / or other third parties, through one or more transactions. Pursuant to the underwriting actions on most or greater than 50% (fifty percent) of the total net assets of the Company, the Company will fulfill any obligations, requirements or procedures, including reporting obligations, as set forth in Rule IX.E.2 Transactions material and Change of Main Business Activities ( “Regulation IX.E.2”), Regulation IX.E.1 on Affiliate Transactions and Conflicts of Interest on Certain Transactions ( “Regulation IX.E.1”), and Regulation of the Financial Services Authority No. 31 / POJK.04 / 2015 regarding Disclosure of Information or material facts by the Issuer or Public Company ( “POJK 31/2015”), ie if the transaction that will be made by the Company is in accordance with regulation IX.E.2, IX.E.1 and POJK the 31/2015.
1. The Company does not send separate invitation letter to our shareholders, so this announcement is the official invitation to the shareholders of the Company
2. Those who are eligible to attend the 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”).
3. The shareholders which wish to attend the Meeting is requested to provide the original of the Collective Share Certificate or provide the copy along with the copy of a valid Identification Card or any other identification document to the registration officer prior to entering the Meeting venue. For a shareholder which share has been included in the Collective Deposit is requested to provide the original of Written Confirmation to Attend the Meeting or “KTUR”.
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 EGM, but their voting right can not accounted in the ballot
b. Proxy forms can be obtained at the Company’s offic on Jl. Abdul Muis 30, Jakarta 10160, Indonesia during working day and hours. 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 EGM until 16:00 pm.
5. 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 budget of articles of Association
6. Related materials that the EGM has been available in the office of the Company from the notification date of the EGM until the date of the EGM and copies of the materials can be obtained EGM shareholders through a written request to the Company or may be accessed through the Company’s website, ie http://www.fajarpaper.com
7. The shareholders or their proxies are kindly requested to be present at the EGM 30 (thirty) minutes prior to the EGM begins
Jakarta, 4 Oktober 2016
Board of Directors