3. SRTG – Invitation to AGMS and EGMS – FINAL

26 May 2020

PT SARATOGA INVESTAMA SEDAYA Tbk.
(“Company”)
INVITATION TO THE SHAREHOLDERS OF THE COMPANY

The Board of Directors of the Company hereby invite the Shareholders of the Company to attend the Annual General Meeting of Shareholders (“AGMS”) and Extraordinary General Meeting of Shareholders (“EGMS”) (AGMS and EGMS collectively referred to as “Meeting”) which will be convened on:

Day/Date :  Wednesday, 17 June 2020
Time: 10.00 Western Indonesian Time – finish
Venue : Menara Karya, 17th Floor
Jl. H.R. Rasuna Said Blok X-5, Kav. 1-2
Jakarta 12950

The agenda of the Meeting are as follows:

AGMS

1. Approval on the Annual Report for the fiscal year of 2019 and ratification on the Financial Statement of the Company for the financial year ended on 31 December 2019, and provide full acquittal and discharge (volledig acquit et de charge) to the members of the Board of Directors and Board of Commissioners of the Company for management and supervision performed during the fiscal year of 2019.

Explanation:
In this agenda, the Board of Directors of the Company will present the Company’s performance in 2019 and the Board of Commissioners of the Company will present the implementation of their supervisory duties in 2019, 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”), as well as obtaining full release and discharge (volledig acquit et de charge) to the members of the Board of Directors and/or the Board of Commissioners of the Company on their management and supervisory duty carried out throughout financial year 2019, so long as those actions are clearly stated under the Company’s Annual Report and Financial Report and is not a criminal offense or a breach of the prevailing laws and regulations, 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 determination of the use of the Company’s net profit for the financial year of 2019.

Explanation:
In this agenda, the Company will determine the use of the Company’s net profit for the financial year of 2019, in accordance with Article 70 and 71 of the Company Law and Article 22 of the Articles of Association of the Company.

3. Approval on the appointment of Public Accountant and Public Accounting Firm to audit the Financial Statement of the Company for the financial year ended on 31 December 2020.

Explanation:
In this agenda, considering the appointment of Public Accountant and Public Accounting Firm by the Board of Commissioners of the Company are currently in progress, the Board of
Directors of the Company recommend to grant the authority to the Board of Commissioners of Company in order to appoint the Public Accountant and Public Accounting Firm to audit the Financial Statement of the Company for the financial year ended on 31 December 2020 and other financial statement audit as required by the Company, in accordance with Article 59 of the Financial Services Authority Regulation No. 15/POJK.04/2020 on the Implementation of Electronic General Meeting of Shareholders of Public Companies.

4. Resolution on the determination of 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 2020.

Explanation:
In this agenda, the Board of Commissioners of the Company 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 2020, 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 2020,

in accordance with Article 96 and 113 of the Company Law jo. Article 15 paragraph (14) and Article 18 paragraph (7) of the Articles of Association of the Company.

5. Approval on the changes to the composition of the member of the Board of Directors of the Company.

Explanation:
In this agenda, the GMS will make a decision in connection with the resignation of Mr. Andi Esfandiari as a member of Board of Directors of the Company, in accordance with Article 11 paragraph (12) 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. Implementation result report of Long Term Incentive Program of the Company.

Explanation:
In this agenda, the Board of Directors of the Company will report to the Shareholders of the Company on the implementation result of Long Term Incentive Program of the Company for the year of 2019. This agenda does not need to be approved by the GMS.

EGMS

1. Approval on the Company’s plan to (i) adjust Article 3 of its Articles of Association to fulfill the requirement under Government Regulation No. 24 of 2018 concerning Electronically Integrated Business Licensing Services (Online Single Submission) and (ii) adjust the Company’s Articles of Association in accordance with the Financial Services Authority Regulation No. 15/POJK.04/2020 regarding the Planning and Holding of General Meeting of Shareholders of Public Companies.

Explanation:
In this agenda, the Board of Directors of the Company will present the Company’s plan to (i) amend Article 3 of its Articles of Association to fulfill the requirement under Government Regulation No. 24 of 2018 concerning Electronically Integrated Business Licensing Services (Online Single Submission) and (ii) adjust the Company’s Articles of Association in accordance with the Financial Services Authority Regulation No. 15/POJK.04/2020 regarding the Planning and Holding of General Meeting of Shareholders of Public Companies.

2. Approval on the buyback plan of the Company’s shares.

Explanation:
In this agenda, the Board of Directors of the Company 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. Information relating to the buyback plan has been published by the Company on 17 March 2020.

3. Resolution on the use of Company’s treasury shares for Long Term Incentive Program of the Company.

Explanation:
In this agenda, the Board of Directors of the Company 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 June 2019 to April 2020, 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.

IMPORTANT NOTES:

As a preventive and / or preventive measure for the spread of Corona Virus Disease (COVID-19), the Company urges Shareholders to follow the directions of the Government of the Republic of Indonesia by conducting Social Distancing during the Large-Scale Social Restrictions (PSBB). The Company facilitates the holding of the Meeting as follows:

1. Shareholders entitled to attend the Meeting are the Company’s Shareholders whose names are registered in the Register of Shareholders (DPS) of the Company on 20 May 2020 at the latest on 16.00 Western Indonesia Time made by PT Datindo Entrycom, the Company’s Shares Registrar and/or the the Company’s Shareholders whose names are registerd in the Register of Account Holders at PT Kustodian Sentral Efek Indonesia (“KSEI”) at the close of Stock Trading on the Stock Exchange Indonesia on 20 May 2020.

2. The Shareholders of the Company whose shares have not been registered in KSEI Collective Custody or their lawful proxy who will attend the Meeting, are required to show the original Collective Share Certificate or submit its copy, and submit a photocopy of National Identity Card (“KTP”) or other evidence of identity to the Registration Officer before entering the Meeting room. Shareholders whose shares have been registered in KSEI Collective Custody or their lawful proxy who will attend the Meeting, are required to submit the original Written Confirmation for the Meeting and a photocopy of their KTP or other evidence of identity to the Registration Officer before entering the Meeting room.

3. In order to implement the principle of caution and vigilance relating to the Corona Virus Disease (COVID-19) pandemic and to comply with Government Regulation No. 21 of 2020 concerning Large-Scale Social Restrictions for the Acceleration of Mitigation of Corona Virus Disease (COVID-19) as well as other relevant regulations, the Company urge the Shareholders who are entitled to attend the Meeting to authorize their presence by way of granting power of attorney including voting and
submitting questions with the following provisions:

  1. The Company provides 2 (two) types of power of attorney to Shareholders, namely Conventional Power of Attorney which can be downloaded through the Company’s website www.saratoga-investama.com or e-Proxy which can be accessed electronically on the eASY.KSEI platform through https://akses.ksei.co.id/.
    1. Conventional Power of Attorney – form of power of attorney which includes mechanism to vote and ask questions on each of the Meeting agenda. The completed and signed Power of Attorney together with its supporting documents must be submitted to the Company at the latest on 12 June 2020 at 4 pm Western Indonesia Time via email to corporate.secretary@saratoga-investama.com.
    2. E-Proxy through eASY.KSEI – an electronic power of attorney provided by KSEI to facilitate and integrate power of attorney from scriptless Shareholders whose shares are in KSEI’s Collective Custody to their proxies. The proxy whose names are available at eASY.KSEI is an independent party appointed by the Company. Information regarding the independent proxies appointed by the Company can be accessed through the Company’s website www.saratoga-investama.com.
  2. Representatives of the Company’s Shareholder in the form of legal entities must submit:
    1. Photocopies of their latest Articles of Association; and
    2. Deed on the appointment of their incumbent board of directors,
      to the Company via email to corporate.secretary@saratoga-investama.com no later than 12 June 2020 at 4 pm Western Indonesia Time.

4. The Company provides Meeting agenda materials for each Meeting agenda through the Company’s website www.saratoga-investama.com and KSEI’s website https://akses.ksei.co.id/ which has been available to the Shareholders from the date of the Meeting Invitation to the GMS date.

5. The notary, assisted by the Company’s Securities Administration Bureau, will check and count votes for each agenda item in each meeting decision-making for such agenda, including those based on votes that have been submitted by Shareholders through eASY.KSEI as referred to in item 3) above, as well as those presented at the Meeting.

6. The Company does not send a separate invitation letter to the Shareholders. In accordance with the provisions of the Company’s Articles of Association, the Meeting Invitation is valid as an official invitation to the Company’s Shareholders.

7. For Shareholders who will be present directly at the Meeting, a very strict health protocol will be applied in the framework of Corona Virus Disease (COVID-19) handling, which are as follows:

  1. Shareholders and their proxies who will attend the meeting must wear a mask.
  2. Shareholders and their proxies are requested to undergo Thermal Check by the building management before entering the Meeting venue, and if he/she does not meet the building management’s health protocol, he/she is not permitted to enter the Meeting location.
  3. Shareholders and their proxies showing flu like symptoms/cough/runny nose/fever/sore throat/shortness of breath are not allowed to enter the Meeting location.
  4. Shareholders and their proxies who will attend the Meeting must complete the Health Declaration Form which can be downloaded through the Company’s website www.saratoga-investama.com and submit it to the health officer before entering the Meeting location. If it does not meet the requirements stated on the Health Declaration Form, he/she is not permitted to enter the Meeting room.
  5. This meeting implements a physical distancing in radius of 1.5 meter per person.
  6. Meeting participants are encouraged not to shake hands or in any other way having direct skin contact.

8. In connection to prevent and control the spead of Corona Virus Disease (COVID-19) and the
implementation of large-scale social restrictions in DKI Jakarta, the Company does not provide food and drinks, printed annual reports or souvenirs to Shareholders who attend the Meeting.

9. In order to facilitate the arrangement and orderliness of the Meeting, Shareholders or their legal proxies are kindly requested to have been at the Meeting place no later than 30 (thirty) minutes before the Meeting begins.

Jakarta, 26 May 2020
PT Saratoga Investama Sedaya Tbk.
Board of Directors