4. INVITATION TO THE SHAREHOLDERS OF PT SARATOGA INVESTAMA SEDAYA, Tbk. – 26 June 2018
INVITATION TO THE SHAREHOLDERS OF
PT SARATOGA INVESTAMA SEDAYA, Tbk.
The Board of Directors of PT Saratoga Investama Sedaya Tbk. (hereinafter referred to as the “Company”) hereby invite the Shareholders of the Company to attend the Annual and Extraordinary General Meeting of Shareholders (hereinafter referred to as the “Meeting”) which will be held on:
Day/Date : Tuesday, 26 June 2018
Time : 10AM – Finish
Venue : Office of PT Mitra Pinasthika Mustika Tbk.
Lippo Kuningan, 26th Floor
Jl. H.R. Rasuna Said Kav. B-12F
Kuningan, South Jakarta 12940, Indonesia
The agendas of the Annual General Meeting of Shareholders are as follows:
1. Approval on the Annual Report and ratification of the Financial Statement of the Company for the financial year ended on 31 December 2017.
Explanation:
In this Agenda, the Board of Director will present the Company’s performance in 2017 and the Board of Commissioners will present the implementation of their supervisory duties in 2017, as stipulated in the Annual Report and the Financial Statement of the Company, to be then approved and ratified by the General Meeting of Shareholders (“GMS”) in accordance with Article 69 paragraph (1) of the Law No. 40 of 2007 on the Limited Liability Company (the “Company Law”)
jo. Article 10 paragraph (4) point a and b jo. Article 21 paragraph (5) of the Articles of Association
of the Company.
2. Resolution on the use of the Company’s net profit for the book year of 2017.
Explanation:
In this Agenda, the Board of Directors will present the plan on the use of the Company’s net profit for the book year of 2017, to be then approved by the GMS, in accordance with Article 71 of the Company Law jo. Article 10 paragraph (4) point c jo. Article 21 paragraph (5) of the Company’s Articles of Association.
3. Appointment of a Public Accountant to audit the financial statements of the Company for the financial year ended on 31 December 2018.
Explanation:
In this Agenda, the Board of Commissioners, by taking into account the recommendation from the Audit Committee, will recommend to the GMS on the Public Accountant and Public Accounting Firm to be appointed to audit the financial statements of the Company for the financial year ended on 31 December 2018, in accordance with Article 68 paragraph (1) point c of the Company Law jo. Article 10 paragraph (4) point d of the Company’s Articles of Association.
4. Resolution on the salary, honorarium and allowances and other facilities for the member of the Board of Directors and the Board of Commissioners for the financial year of 2018.
Explanation:
In this Agenda, the Board of Commissioners will recommend to the GMS to approve the following:
(i) The maximum amount of the remuneration for all members of the Board of Commissioners for the financial year of 2018, by taking into account the advice and opinion from the Nomination and Remuneration Committee of the Company;
(ii) The granting of power and authorization to the Board of Commissioners to determine the details of the distribution of the remuneration amount for each member of the Board of Commissioners, by taking into account the advice and opinion from the Nomination and Remuneration Committee of the Company; and
(iii) The granting of power and authorization to the Board of Commissioners to determine the amount of salary, honorarium and allowances and other facilities for the member of the Board of Directors for the financial year of 2018,
in accordance with Article 96 and 113 of the Company Law jo. Article 15 paragraph (14) and Article 18 paragraph (7) of the Company’s Articles of Association.
5. Changes of the Composition of the Board of Directors of the Company
Explanation:
In this Agenda, the GMS will resolve on the resignation of one of the member of the Board of Directors of the Company, in accordance with Article 10 paragraph 4 and Article 15 paragraph 8 of the Articles of Association of the Company as well as Financial Services Authority Regulation No. 33/POJK.04/2014 on the Board of Directors and the Board of Commissioners of the Issuer or Public Company.
6. Report from the Board of Directors on the implementation result of Long Term Incentive Program
Explanation:
In this Agenda, the Board of Directors will report to the shareholders on the implementation result of Long Term Incentive Program of the Company for the year 2017. This Agenda does not need to be approved by GMS.
The agendas of the Extraordinary General Meeting of Shareholders are as follows:
1. Approval on the buyback plan of the Company’s shares.
Explanation:
In this Agenda, the Board of Directors will present the Company’s plan to conduct buyback of the Company’s shares, to be then approved by the GMS, in accordance with Financial Services Authority Regulation No. 30/POJK.04/2017 on the Buyback of Shares issued by Public Company dated 21 June 2017. Information relating to the buyback plan has been published by the Company on 18 May 2018.
2. Approval on the utilization of the Company’s treasury shares for Long Term Incentive Program.
Explanation:
In this Agenda, the Board of Directors will present the Company’s plan to use the shares in treasury which are derived from the buyback of shares for Long Term Incentive Program of the Company for the period of July 2018 to June 2019, to be then approved by the GMS, in accordance with Financial Services Authority Regulation No. 30/POJK.04/2017 on the Buyback of Shares issued by Public Company dated 21 June 2017.
Note:
1. The Company does not send invitation separately to the shareholders of the Company. This invitation advertisement shall be deemed as a formal invitation to the shareholders of the Company.
2. The shareholders or their attorneys who will attend the Meeting must submit the copy of identity card or other form of identity evidence, both the grantor and the attorney prior entering the Meeting room. For the Shareholders in the form of legal entity, must provide copy of deed and/or document that reflects latest composition of the board of directors. Shareholders whose shares are in the collective depositary of PT Kustodian Sentral Efek Indonesia (“KSEI”) shall bring Meeting Written Confirmation (Konfirmasi Tertulis Untuk Rapat – KTUR) which could be obtained in the securities company or custodian bank where such shareholders open their securities account.
3. The shareholders entitled to present in the Meeting are the shareholders of the Company registered in the Register of Shareholders or the owner of the Company’s shares in the securities account at KSEI’s collective depository at the closing of trading in the Indonesia Stock Exchange on Thursday, 31 May 2018. 4. The shareholders who are absent in the Meeting, can be represented by his/her attorney. Director, Commissioner and employee of the Company may act as the attorney of the shareholder in the Meeting, however the vote issued as an attorney will not be reckoned in the voting.
5. The form of the Power of Attorney can be obtained during the office hours at:
Company’s Office
PT. Saratoga Investama Sedaya Tbk. Menara Karya 15th Floor
Jl. HR Rasuna Said Blokc X-5, Kav. 1-2
Jakarta 12950
Phone: +62 21- 5794 4355
Fax: +62 21- 5794 4356
Share Registrar’s Office
PT. Datindo Entrycom
Puri Datindo – Wisma Sudirman
Jl. Hayam Wuruk No. 28
Jakarta 10210, Indonesia
Phone: +62 21-350 8077 (Hunting)
Fax: +62 21-350 8078
6. All Power of Attorney documents should be filled completely and be received by the Company at the latest on 21 June 2018 up to 4.00 PM through the Company’s Office and/or Share Registrar’s Office as described above.
7. In accordance with Article 11 of the Articles of Association of the Company and OJK Regulation No. 32/POJK.04/2015 on the Plan and Implementation of General Meeting of Shareholders of Public Companies as amended by OJK Regulation No. 10/POJK.04/2017 on the Amendment to OJK Regulation No. 32/POJK.04/2015 on the Plan and Implementation of General Meeting of Shareholders of Public Companies and other capital market regulations, material related to the Agenda of the Meeting shall be made available for the shareholders since this Invitation date, including the Annual Report of the Company. The shareholders may request in writing to the Corporate Secretary of the Company for the physical copy of the documents.
8. To ease the setting and ensure the order of the Meeting, the shareholders or their authorized attorneys are requested to appear at the venue of the Meeting at the latest 30 (thirty) minutes prior the start of the Meeting.
Jakarta, 4 June 2018
PT Saratoga Investama Sedaya, Tbk.