INVITATION ANNUAL GENERAL MEETING OF SHAREHOLDERS AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
15 June 2021
Referring to the notification to the Shareholders regarding the Implementation of the Annual General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders of the Company ("Meeting") which was announced on 31 May 2021, the Company Directors hereby invite the Company's Shareholders to attend the Meeting to be held at:
Day / Date : Wednesday , 07 July 2021
Time : 15.00 WIB - onward
Place : Gedung SOUTH78 Jalan Boulevard Gading Serpong Blok O No 7 & 8, Medang, Pagedangan, Tangerang 15334
The meeting will discuss and make the following decisions:
Agendas Annual General Meeting of Shareholders:
1.Approval and ratification the Company Annual Report for the fiscal year 2020 and the Company Financial Statements of year 2020 as well as to grant the release and discharge (acquit et de charge) to the Company Board of Commissioners and Directors from their responsibilities in respect of the supervisory and management actions that have been conducted for the fiscal year 2020;
2.Determination on the appropriation of the Company net profit for financial year 2020;
3.Appointment of the public accountant firm to conduct an audit of the Company Financial Statements for the Financial Year 2021 and to grand authority to the Company Board of Directors to determine their honorarium and requirements of the appointment ;
4.Determination of the honorarium, salary and / or other benefits for members of the Company's Board of Commissioners and Directors
Explanation of Agendas: Agendas 1, 2, 3 and 4 are routine agenda items at the Annual GMS, in accordance with the Company's Articles of Association and Law Number 40 of 2017 concerning Limited Liability Companies.
Agendas Extraordinary General Meeting of Shareholders
1.Approval to underwrite the large amount or the whole amount of the Company's assets for the benefit of the Company in order to obtain loan facilities from financial institutions, both banks and non-banks appointed by the Board of Directors of the Company and / or for the benefit of the Company's subsidiaries, namely PT. Vivere Multi Kreasi, PT. Laminatech Kreasi Sarana, PT. Prasetya Gemamulia, PT. Vinotindo Grahasarana and PT AIDA Rattan Industry to obtain loan facilities from financial institutions, both banks and non-banks appointed by the Company's Board of Directors;
2.Approval of amendments and restatement of the Company's Articles of Association in order to adjust the applicable provisions, especially the Financial Services Authority Regulation: (i) Number 15 / POJK.04 / 2020 concerning Plans and Implementation of General Meeting of Shareholders of Public Companies; (ii) Number 16 / POJK.04 / 2020 concerning the Implementation of Electronic General Meeting of Shareholders of Public Companies; (iii) Number 32 / POJK.04 / 2015 concerning Increase in Capital for Public Companies by Providing Pre-emptive Rights as amended by Number 14 / POJK.04 / 2019 concerning Amendments to the Regulation of the Financial Services Authority Number 32 / POJK / 04/2015 concerning Increase the Capital of a Public Company by Providing Pre-emptive Rights
3.Change of domicile, address of the Company's head office
Explanation of Agendas:
-The first agenda: Regarding of the Company funding that requires a guarantee of the Company's assets which must obtain approval from the General Meeting of Shareholders of the Company, for the benefit of the Company and the Company's subsidiaries and in accordance with Article 102 of Law Number 40 of 2007 concerning Limited Liability Companies.
-The second agenda item: amendments and adjustments to the Company's Articles of Association regarding adjustments to applicable provisions; POJK 15/POJK.04/2020 concerning the Plan and Implementation of the General Meeting of Shareholders of a Public Company; POJK 16/POJK.04/2020 concerning the Electronic Implementation of the General Meeting of Shareholders of Public Companies; POJK 32/POJK.04/2015 concerning Increase in Capital of Public Companies by Granting Pre-emptive Rights as amended by Number 14/POJK.04/2019 concerning Amendments to Financial Services Authority Regulation Number 32/POJK/04/2015 concerning Increase in Company Capital Open by Giving Pre-emptive Rights
-Third agenda: related to the plan to change the domicile and address of the Company's head office in accordance with the provisions of the Company's Articles of Association and applicable regulations.
Note :
1.This summons is valid as an invitation, and the Company's Directors do not send special invitation letters to the Shareholders.
2.Those entitled to attend or be represented at the Meeting are Shareholders or legal representatives from Shareholders whose names are registered in the Company's Register of Shareholders on June 14, 2021 up to 16:00 WIB. Shareholders in the Collective Depository of PT Kustodian Sentral Efek Indonesia ("KSEI") who intend to attend the Meeting can contact the Exchange Members / Custodian Bank securities account holders at KSEI to get Written Confirmation for the Meeting (KTUR).
3.Shareholders or their proxies who will attend the Meeting are requested to submit a photocopy of their Identity Card (KTP) or other valid identification to the registration officer before entering the Meeting room. Shareholders in the form of legal entity must submit a photocopy of the articles of association and their amendments, letters of endorsement / approval from the competent authority, and deed containing changes in the composition of the last management (who served when the meeting was held). Specifically for shareholders in KSEI collective custody, they can show KTUR to facilitate registration.
4.Referring to the issuance of KSEI's letter No. KSEI-4012/DIR/0521 dated May 31, 2021 regarding the Implementation of the e-Proxy Module and the Application of the e-Voting Module on the eASY.KSEI Application and the Impressions of the General Meeting of Shareholders, KSEI has now provided e-GMS platform for the electronic implementation of the GMS. Therefore, Shareholders can attend directly electronically through the Electronic General Meeting System (eASY.KSEI) application provided by KSEI. To use the eASY.KSEI application, Shareholders can access the KSEI eASY menu located at the AKSes facility (https://access.ksei.co.id/), with due observance of the following provisions:
a.Shareholders may inform their attendance or appoint their proxies and/or submit no later than 12.00 WIB on 1 (one) business day prior to the date of the Meeting.
b.For the Shareholders who will attend or provide their proxies electronically to the Meeting through the eASY.KSEI application must pay attention to the following matters:
i.Registration Process
ii.Process for Submitting Questions and/or Opinions Electronically
iii.Voting Process
iv.GMS Impressions
5.Shareholders who cannot attend the Meeting can be represented by their attorneys:
a.through the KSEI Electronic General Meeting System (eASY.KSEI) facility on the website https://akses.ksei.co.id/ provided by KSEI, as part of the mechanism for electronically authorizing (e-proxy) in the process of organizing meetings.
b.with a Power of Attorney available on the Company's website http://www.ggs.co.id/ provided that members of the Board of Directors, members of the Board of Commissioners and employees of the Company may act as proxy from the Shareholders at the Meeting, but the votes they make as the power of attorney not counted in the vote and for Shareholders whose addresses are registered abroad, the Power of Attorney must be legalized by a Public Notary or an authorized official from the local Representative of the Republic of Indonesia.
The original form of Power of Attorney that has been completed and signed along with supporting documents can be submitted to the Office of the Company's Securities Administration Bureau, PT Adimitra Jasa Korpora, Kirana Avenue III Block F3 No. 5, Kelapa Gading North Jakarta-14250 Telephone (62-21) 2974 5222 Fax (62-21) 2928 9961
All Power of Attorney must be received no later than 3 (three) working days before the Meeting date until 16.00 WIB.
6.Meeting materials can be downloaded directly on the Company's website http://www.ggs.co.id/ from the date of this invitation until the date of the meeting.
7.For the Order of the Meeting, Shareholders or their proxies are kindly requested to be present at the Meeting venue for registration 30 minutes before the start of the Meeting.
Additional Information for Shareholders
Considering that it is still in a state of the Corona virus pandemic (Covid-19) and in accordance with the provisions of article 28 paragraph 2 of POJK 15/2020, the Company urges the Shareholders to grant power of attorney to an Independent party appointed by the Company, namely BAE, through the eASY facility. KSEI provided by KSEI.
Shareholders or their proxies who will remain physically present at the Meeting must bring a negative antigen test result of at least H-2. Upon arrival at the meeting participants are expected to have filled out the self-assessment form with the link https://apps.vivere.co.id/intraportal/master/form_covid_self_assesment_external and follow the security and health protocols set by the Company, including the limitation of meeting participants in 1 (one) room.
Shareholders or their proxies who are unable to enter the meeting venue for the reasons above, can still exercise their voting rights by granting power of attorney to an Independent party appointed by the Company, namely the Registrar or other party appointed by the Shareholders by filling out a power of attorney provided by the Company at meeting location.
Jakarta, June 15, 2021
PT Gema Grahasarana Tbk.
Director
