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Investor Relations| Press Releases
ANNUAL GENERAL MEETING OF SHAREHOLDERS

 PT FAJAR SURYA WISESA TBK. 

Domiciled in Central Jakarta ("Company") 

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 (“the Meeting”) which will be held on:

 

Day/date

:

Thursday, 11 April 2019

Time

:

10:30 A.M – finish

Venue

:

Mercantile Athletic Club

World Trade Center, Lantai 18

Jl. Jenderal Sudirman Kav. 31, Jakarta 12920

 

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 31 December 2018, 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 2018, approve the Company's Annual Report, approval 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 2018.

Explanation:

In this agenda, the company will provide an explanation of the implementation of the course of business for the fiscal year ended 31 December 2018 and financial condition based on Company's Financial Statements for the financial year ended on 31 December 2018. Under the provisions of (i) Article 69 and Articles 78 of Association of Law 40 of 2007 on Limited Liability Companies ("Company Law") and (ii) 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.     Determination of the use of profits of the Company for the year ending on 31 December 2018.

Explanation:

In accordance with the provisions of (i) Article 70 and Article 71 of the Company Law and (ii) Article 12 paragraph (2) 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 2018.

 

3.    Appointment of Independent Public Accounting Firm who will audit the books of the Company ended on 31 December 2019 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.

Explanation:

Notwithstanding 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 seek approval from “the Meeting” to authorized members of the Board of Commisioner 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 2019, and the power to discuss and determine the honorarium of Independent Public Accounting Firm.

 

4.     Approval of changes in the composition of members of the Board of Directors, 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 2019.

Explanation:

In accordance (i) Article 8 OJK Regulation No. 33 / POJK.04 / 2014 concerning Directors and Board of Commissioners of Issuers or Public Companies and (ii) Article 17 paragraph (9) Articles of Association of the Company, the Company will seek approval from the Meeting regarding changes in the composition of the Company's Directors, in connection with the resignation of members of the Company's 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 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 ending on 31 December 2019.

Note:

1.    The Company does not send a separate invitation letter to shareholders, so the advertisement call is an official invitation to the Shareholders.

2.    Those Entitled to attend or be represented at the Meeting are:

a.     for shares that are not in collective custody :

The Shareholders of the Company whose names are validly registered in the Register of Shareholders of the Company on 19 March 2019 through 04:00 p.m. in PT Datindo Entrycom, the Share Registrar of the Company domiciled in Jakarta, having its office at Jl. Hayam Wuruk No. 28 Jakarta 10120 or the proxies of such Shareholders of the Company;

 

b.     for shares that are in a collective custody :

The Shareholders of the Company whose names are validly registered in the account holder or the custodian bank in PT Indonesian Central Securities Depository ("KSEI") on 19 March 2019 through 04.00 p.m. or the proxies of such Shareholders of the Company. The securities account holders of KSEI under collective custody are required to provide the Register of Shareholders of the Company that they manage to KSEI to obtain a written confirmation for the Meetings (Konfirmasi Tertulis Untuk Rapat or “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.     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.

 

5.      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 Jakarta 10160.

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 5.b above, no later than three (3) working days prior to the date of the Meeting date or Monday April 8, 2019, until 16.00 WIB.

 

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, 20 March 2019

 

Board of Directors


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