2. SRTG – Invitation to AGMS EGMS 15 May 2023

19 April 2023

PT SARATOGA INVESTAMA SEDAYA TBK.
(“Company”)
INVITATION
ANNUAL AND EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS

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 physically and electronically through the Electronic General Meeting System KSEI facility (“eASY.KSEI”) provided by PT Kustodian Sentral Efek Indonesia (“KSEI”) on:

Day/Date Monday, 15 May 2023
Time 10.00 Western Indonesian Time – Finish
Venue Adaro Institute, Cyber 2 Building, 26th floor
Jl. H.R. Rasuna Said Blok X-5, Kav. 13
Jakarta 12950

The agenda of the Meeting are as follows:

AGMS

1. Approval on the Annual Report for the financial year of 2022 and ratification on the Financial Statement of the Company for the financial year ended on 31 December 2022 and provide full acquittal and discharge (volledig acquit et de charge) to all of the members of the Board of Directors and Board of Commissioners of the Company for management and supervision performed during the financial year of 2022.

Explanation:
In this agenda, the Board of Directors of the Company will seeking approval and ratification from the Meeting on the Company’s performance in 2022 and the implementation of supervisory duties of Board of Commissioners in 2022, as stipulated in the Annual Report and the Financial Statement of the Company, as well as providing 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 2022, 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 10 paragraph (4) point a of the Articles of Association of the Company juncto Article 78 of the Law No. 40 of 2007 on the Limited Liability Company as amended with Government Regulation in Lieu of Law No. 2 of 2022 on Job Creation which has been enacted into law based on Law No. 6 of 2023 on Enactment of Government Regulation in Lieu of Law No. 2 of 2022 on Job Creation into Law (the “Company Law”).

2. Approval on the determination of the use of the Company’s net profit for the financial year of 2022.

Explanation:
In this agenda, the Board of Director of the Company will determine the use of the Company’s net profit for the financial year ended on 31 December 2022, in accordance with Article 70 and 71 of the Company Law and Article 23 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 2023.

Explanation:
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 the Meeting to grant the authority to the Board of Commissioners of Company, by taking into account any recommendation from the Audit Committee in appointing the Public Accountant and Public Accounting Firm to audit the
Financial Statement of the Company for the financial year ended on 31 December 2023 and other audit as required by the Company, in accordance with Article 59 paragraph (1) of the Financial Services Authority Regulation No. 15/POJK.04/2020 on the Plan and Implementation of General Meeting of Shareholders of Public Companies and Article 13 paragraph (1) of the Financial Services Authority Regulation No. 13/POJK.03/2017 on the Use
of Services of the Public Accountants and Public Accounting Firms in Financial Services Activities.

4. Approval 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 2023.

Explanation:
In this agenda, the Board of Directors of the Company will ask the Meeting to approve the following:

  1. The maximum amount of the remuneration for all members of the Board of Commissioners for the financial year of 2023, by taking into account the advice and opinion from the Nomination and Remuneration Committee of the Company;
    and
  2. 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 2023,

in accordance with Article 96 and 113 of the Company Law jo. Article 16 paragraph (14) and Article 19 paragraph (7) of the Articles of Association of the Company.

5. Report on the implementation result of the Long Term Incentive Program of the Company.

Explanation:
In this agenda, the Board of Directors of the Company will report to the Shareholders on the implementation result of the Long Term Incentive Program of the Company for the year of 2022. This agenda is reporting only and does not need to be approved by the Meeting.

EGMS

1. Approval on the Company’s shares buyback plan.

Explanation:
In this agenda, the Board of Directors of the Company will present the Company’s plan to conduct shares buyback, to be then approved by the Meeting, 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 4 April 2023.

2. Approval 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 transfer the shares in treasury of the Company which are derived from the buyback of shares of the Company. The Company’s treasury shares will be transferred for the purpose of Long Term Incentive Program of the Company which will be distributed from the closing date of the 2023 EGMS until 2024 AGMS.

IMPORTANT NOTES:

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 18 April 2023 at the latest on 16.00 Western Indonesia Time prepared by PT Datindo Entrycom, the Company’s Shares Registrar and/or the Company’s Shareholders whose names are registered in the Register of Account Holders at KSEI at the close of Stock Trading on the Stock Exchange Indonesia on 18 April 2023.

2. The Shareholders’ attendance in the Meeting that will be conducted electronically is convened through the platform/facility of eASY.KSEI at https://akses.ksei.co.id/.

3. The Company will limit the number of Shareholders who are physically present and encourage Shareholders to attend the Meeting electronically or authorize the presence and voting (either electronically via eASY.KSEI or in writing) to an independent party appointed by the Company, provided that the Shareholders or Shareholders’ Authorized Persons who first declare that they will be physically present is prioritized to be physically present than those who declare later, until the amount determined by the Company is fulfilled. Shareholders or their proxies who declare that they will be physically present but do not get a place based on the first-come-firstserved
method may still attend electronically.

  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/.
    • Conventional Power of Attorney (PoA) – the Shareholders can download the draft of the PoA on the Company’s website www.saratoga-investama.com . The original copy of the PoA that has been completed and signed on stamp of Rp10,000 must be sent to the Company’s Stock Administration Bureau namely PT Datindo Entrycom at Jalan Hayam Wuruk No. 28, RT.14/RW.1, Kebon Kelapa, Gambir, Central Jakarta City, Jakarta 10120 (“Datindo”) no later than 10 May 2023 at 4.00 pm Western Indonesian Time.
    • E-Proxy through eASY.KSEI – an electronic power of attorney provided by KSEI to facilitate and integrate power of attorney from scripless Shareholders whose shares are in KSEI’s Collective Custody to their proxies electronically. The proxies whose names are available at eASY.KSEI facility are independent parties appointed by the Company. Information regarding the independent proxies appointed by the Company can be accessed through the Company’s website at www.saratogainvestama.com.
  2. Representatives of the Company’s Shareholder in the form of legal entities must submit:
    • Copy of their latest Articles of Association; and
    • Deed on the appointment of their incumbent board of directors, to Datindo no later than 10 May 2023 at 4.00 pm Western Indonesian Time.

4. The Company provides Meeting agenda materials through the Company’s website at www.saratoga-investama.com and KSEI’s website (eASY.KSEI facility at https://akses.ksei.co.id/) and has been available to the Shareholders from the date of this Meeting Invitation until the Meeting date.

5. The notary, assisted by the Company’s Securities Administration Bureau, will check and count votes for each agenda of the Meeting in each Meeting’s decision-making for such agenda, including those based on votes that have been submitted by Shareholders through eASY.KSEI facility as referred to in item (3) above, as well as those submitted in 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. Shareholders or their proxies, who will attend the Meeting physically, must comply with the safety and health protocols which will be applied by the Company, as follows:

    1. Upon arrival at the premises of the Meeting, must comply with the health checking procedures (incl. body temperature screening, etc.), which will be conducted by the Company and building management of the premises of the Meeting.
    2. At all times within the premises of the Meeting and during the Meeting, must properly wear 3 ply mask; and
    3. must immediately leave the premises of the Meeting after the Meeting ended.

8. Shareholders or their proxies who are unfit, in particular having/feeling COVID-19 symptoms (such as cough, fever and/or flu, etc) will not be permitted to attend the Meeting.

9. The Company has the right to prohibit shareholders or their proxies to attend or be present at the Meeting premises and/or the building area where the Meeting is held if the relevant shareholders of their proxies do not comply with the foregoing safety and health protocols.

10. The Company may make another announcement if there is any change and/or addition to the information regarding the procedures of the holding of the Meeting based on the latest development of the handling for preventing COVID-19 transmission.

Jakarta, 19 April 2023
PT Saratoga Investama Sedaya Tbk.
The Board of Directors

SRTG – Invitation to AGMS EGMS 15 May 2023.pdf