PT FAJAR SURYA WISESA TBK.
Domiciled in Central Jakarta
INVITATION OF THE ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Hereby, the Board of Directors of the Company informs the Shareholders of the Company that the Company will hold an Annual General Meeting of Shareholders (“AGMS”) and an Extraordinary Meeting of Shareholders (“EGMS”, together with the AGMS hereinafter referred to as the “Meeting”) at:
Wednesday, 24 March 2021
10:30 a.m – finish
Mercantile Athletic Club
World Trade Center I, Fl. 18
Jl. Jenderal Sudirman Kav. 31, Jakarta 12920
With the agenda of the Meeting as follows :
- 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 31 December 2020, 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 31 December 2020, 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 31 December 2020.
In accordance with the provisions (i) Article 69 of Law No. 40 of 2007 concerning Limited Liability Companies (“UUPT”) and (ii) Article 12 paragraph (5) of the Company’s Articles of Association, approval of annual reports and ratification of the Company’s financial statements by meetings and provide full repayment and acquittal of responsibility (acquit et de charge) to members of the Board of Directors and Board of Commissioners.
- Determination of the use of profits of the Company for the year ending on 31 December 2020.
In accordance with the provisions of (i) Article 70 and Article 71 of the Company Law and (ii) Article 12 paragraph (2) letter b Articles of Association of the Company, in the agenda of this meeting will be discussed and decided on the use of the Company’s profit for the fiscal year ended on 31 December 2020.
- Appointment of Independent Public Accountant Firm who will audit the books of the Company ended on 31 December 2021 and the granting of authority to the Board of Commissioners to determine the honorarium of the Independent Public Accountant and other requirements of the appointment.
In accordance with the provision under (i) Article 68 on Limited Liability Companies and (ii) Article 12 paragraph (2) letter c of the Articles of Association of the company; the Company will request the approval of the Meeting to appoint an Independent Public Accountant that registered with the Financial Services Authority (“OJK”) who will audit the Company’s books ending on 31 December 2021 and authorize the Company’s Board of Commissioners to determine the honorarium of the Independent Public Accountant Firm.
- Approval of changes in the composition of members of the Board of Commissioner, as well as stipulation of salaries and other benefits for members of the Company’s Board of Directors as well as honorarium and other benefits for members of the Company’s Board of Commissioners for financial year 2021.
In accordance (i) Article 26, OJK Regulation No. 33 / POJK.04 / 2014 concerning Directors and Board of Commissioners of Issuers or Public Companies and (ii) Article 20 paragraph (22) Articles of Association of the Company, the Company will seek approval from the Meeting regarding changes in the composition of the Company’s Board of Commissioner.
In accordance (i) Article 96 and Article 113 of the Company Law and (ii) Article 17 paragraph (5) and Article 20 paragraph (14) of the Company’s Articles of Association, the Company will request approval from the Meeting to authorize the Board of Commissioners of the Company to determine salaries and benefits for members of the Board of Directors of the Company as well as salaries or honoraria and benefits for members of the Board of Commissioners of the Company for proposals from the Nomination and Remuneration Committee of the Company for the financial year 2021.
- Approval of amendments and restatement of the Company’s Articles of Association, among others in the context of (i) adjusting the aims and objectives and business activities with the provisions of the Indonesian Standard Business Classification (KBLI), (ii) adjusting and fulfilling the provisions of POJK No. 15 / POJK.04 / 2020 concerning Planning and Implementation of General Meeting of Shareholders of Public Companies and POJK No. 16 / POJK.04 / 2020 concerning the Implementation of the General Meeting of Shareholders of Public Companies Electronically, and (iii) amendments to the articles in the Articles of Association of the Company related to the Duties and Authorities of the Board of Directors, Board of Directors Meetings and Board of Commissioners Meetings as well as announcement / information media.
Amendments and restatement of the Company’s Articles of Association include: (i) amendments to Article 3 of the Company’s Articles of Association regarding the purposes and objectives of the Company to comply with KBLI, (ii) and in connection with the enactment of POJK No. 15 / POJK.04 / 2020 and POJK No. 16 / POJK.04 / 2020, the Company is required to make adjustments to several provisions in its Articles of Association in accordance with the intended regulations, (iii) amendments to Article 18, Article 19 and Article 22 of the Articles of Association relating to the Duties and Authorities of the Board of Directors, Board of Directors Meetings and Board Meetings Commissioners, and several articles regarding media announcements / information.
- The Company does not send a separate invitation letter to shareholders, so the advertisement call is an official invitation to the Shareholders.
- Shareholders of the Company who are entitled to attend or be represented by a valid power of attorney at the Meeting are the Company’s Shareholders whose names are registered in the Register of Shareholders of the Company and / or shareholders of the Company in the securities sub account of PT Kustodian Sentral Efek Indonesia (“KSEI”) in closing of trading of the Company’s shares on the Indonesia Stock Exchange (“IDX”) on 1 March 2021.
- a. The shareholders of the Company and / or their proxies who will attend the Meeting are kindly requested to bring and submit a photocopy of the Share Collective Letter and a photocopy of Identity Card (“KTP”) or other valid identification to the registration officer, before entering the Meeting room. Shareholders of the Company in the form of a legal entity are required to bring and submit 1 (one) copy of the deed of establishment, the latest amendment deed and the latest deed of appointment of the management (board of directors and commissioners) to the registration officer before entering the meeting room. Shareholders of the Company in collective custody of KSEI are required to bring a Written Confirmation for the Meeting (“KTUR”) on their behalf to the registration officer, before entering the Meeting room.
- Shareholders of the Company who are unable to attend can be represented by their proxies by bringing a valid power of attorney as stipulated by the Board of Directors of the Company (“Power of Attorney”) and attaching a photocopy of their KTP or other valid identification from the Company’s Shareholders as the power of attorney and their proxy, under condition proxies provided that members of the Board of Directors, Board of Commissioners and employees of the Company can act as proxies for the Company’s Shareholders in the Meeting, but are not entitled to cast votes in voting.
- The Power of Attorney Form can be obtained every working day and during working hours at the Company’s head office on Jl. Abdul Muis 30, Central Jakarta 10160.
- All Power of Attorney must be received by the Company through PT Datindo Entrycom, the Company’s Administration Bureau at the address Jl. Hayam Wuruk No. 28, Jakarta 10120 at the latest 3 (three) working days before the date of the Meeting, or Friday, 19 March 2021, until 16:00 WIB.
- As an effort to prevent the spread of COVID-19, the Company urges the Shareholders of the Company who are entitled to attend the Meeting to give power of attorney electronically to an independent representative appointed by the Company (“Power of Attorney”) through the eASY.KSEI (e-proxy) application by – At the latest, 1 (one) working day before the date of the Meeting or Tuesday, 23 March 2021 at 12:00 WIB.
- Shareholders of the Company and / or their proxies who will remain physically present at the Meeting are required to follow and pass the safety and health protocols applicable at the Meeting venue, as follows:
- For the sake of safety and health together, the Company requires every Company Shareholder who is entitled or their proxy to have a Swab Test Certificate obtained from a hospital doctor, health center, or clinic, in the form of a PCR Swab test with a negative COVID-19 result which is valid 2 days before Meeting or examination of the Antigen Swab test with a negative COVID-19 result which is valid 1 day before the Meeting.
- Fill out the health statement provided by the Company before entering the meeting venue or the health statement can also be downloaded at www.fajarpaper.com.
- Use a mask while in the meeting area.
- Detection and monitoring of body temperature to ensure that the Shareholders of the Company and / or their proxies do not have a body temperature above normal.
- Following the direction of the Company in implementing the physical distancing policy at the meeting venue, both before the meeting starts, at the meeting, and after the meeting is over.
- The Company has the right to refuse Meeting participants, the Company’s Shareholders and / or their proxies if they show flu symptoms including coughs, colds and fever and have the right to prohibit, including asking to immediately leave the meeting venue in the event of a security and health protocol violation.
- For health reasons and to prevent the spread of COVID-19, the Company does not provide food / drink and souvenirs for the Shareholders of the Company and / or their proxies who are present at the Meeting.
- Materials related to the Meeting have been available on the Company’s website www.fajarpaper.com as of the date of this Notice of Meeting.
- 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, 2 March 2021
Board of Directors