PT FAJAR SURYA WISESA TBK.
Domiciled in Central Jakarta
NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
The Board of Directors of PT FAJAR SURYA WISESA Tbk., having its domicile at Central Jakarta (the “Company”), hereby invites the Shareholders of the Company to attend an Annual General Meeting of Shareholders (“AGMS“), which will be held on:
Monday, 20 March 2023
10:30 a.m – finish
AYANA Midplaza Jakarta – Meeting Room Jasmine 1, LG Floor
Jalan Jenderal Sudirman Kav. 10-11 Jakarta 10220 Indonesia
With the agenda of the AGMS 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 2022, 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 2022, 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 2022.
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 AGMS 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 2022.
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, regarding the use of the Company’s profits for the financial year ended 31 December 2022.
- Appointment of Independent Public Accounting Firm who will audit the books of the Company ended on 31 December 2023 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 59 on Otoritas Jasa Keuangan Regulation No. 15/POJK.04/2020 concerning Planning and Implementation of General Meeting Shareholder for Public Companiesand (ii) Article 12 paragraph (2) letter c of the Articles of Association of the company; the Company will request the approval of the AGMS to appoint an Independent Public Accountant that registered with the Financial Services Authority (“OJK“) who will audit the Company’s books ended on 31 December 2023 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 Commissioners, 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 2023.
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 (7) Articles of Association of the Company, the Company will seek approval from the AGMS regarding changes in the composition of the Company’s Board of Commissioner and Board of Directors.
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 AGMS 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 2023.
- The Company does not send a separate invitation letter to shareholders, so the AGMS convocation 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 AGMS 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 23 February 2023.
a. The shareholders of the Company and / or their proxies who will attend the AGMS 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 AGMS 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 AGMS 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 AGMS room.
b. 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 AGMS, but are not entitled to cast votes in voting.
c. 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.
d. 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 AGMS, or Wednesday, 15 March 2023, 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 AGMS 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 AGMS or Friday, 17 March 2023 at 12:00 WIB.
- Shareholders of the Company and / or their proxies who will physically present at the AGMS are required to follow the safety and health protocols applicable at the AGMS venue, as follows:
a. Use a mask while in the AGMS area.
b. The Company has the right to refuse AGMS 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 AGMS venue.
- Materials related to the AGMS have been available on the Company’s website www.fajarpaper.com as of the date of this Notice of AGMS.
- To facilitate the AGMS, shareholders or their proxies are kindly requested to be present at a AGMS of 30 (thirty) minutes before the AGMS begins.
Jakarta, 24 February 2023
Board of Directors