4. RULES & PROCEDURES FOR THE ANNUAL & EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS PT Saratoga Investama Sedaya Tbk. (the “Company”) Jakarta, 25 June 2025
3. SRTG-PoA AGMS EGMS 25 June 2025
SRTG-PoA AGMS EGMS 25 June 2025
2. SRTG – Invitation to AGMS EGMS 25 June 2025
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 | : | Wednesday/ 25 June 2025 |
Time | : | 10.00 Western Indonesian Time – Finish |
Venue | : | Adaro Institute, Cyber 2 building, 26th Floor, Jl. H.R. Rasuna Said Block X-5, Kav. 13 Jakarta 12950 |
1. AGMS & EGMS Announcement – 25 June 2025
PT SARATOGA INVESTAMA SEDAYA TBK.
(“Company”)
ANNOUNCEMENT OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS AND THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
We hereby notify the shareholders of the Company that the Company will hold an Annual General Meeting of Shareholders (“AGMS”) and an Extraordinary General Meeting of Shareholders (“EGMS”) (AGMS and EGMS collectively referred to as “Meeting”) on Wednesday, 25 June 2025.
Pursuant to Financial Services Authority Regulation No. 15/POJK.04/2020 on the Planning and Holding of General Meeting of Shareholders of Public Companies (“POJK 15”) and Financial Services Authority Regulation No. 16/POJK.04/2020 on the Electronic General Meeting of Shareholders of Public Companies (“POJK 16”), it is hereby informed that the Meeting will be conducted physically and virtually through the Electronic General Meeting System of KSEI (“eASY.KSEI”) provided by PT Kustodian Sentral Efek Indonesia (“KSEI”).
The venue, time and agenda of the Meeting will be informed through an invitation of the Meeting which will be announced on Tuesday, 3 June 2025 in (i) website of the Indonesia Stock Exchange (www.idx.co.id), (ii) website of the Company (www.saratoga-investama.com) and (iii) eASY.KSEI platform.
The shareholders who are entitled to attend and/or be represented in the Meeting are the shareholders whose names are registered on the Register of Shareholders of the Company as per Monday, 2 June 2025 or the owner of stock account balance in the Collective Custody of KSEI at the closing of shares trading on Monday, 2 June 2025.
In accordance with Article 16 of POJK 15 and Article 11 paragraph 18 of the Company’s Articles of Association, proposals from the Company’s shareholders can be included in the agenda of the Meeting if such proposals fulfill the following requirements:
- the proposal is submitted in writing to the Board of Directors of the Company by one or more shareholders jointly representing at least 1/20 (one per twenty) or more of the total issued shares with valid voting rights;
- the proposal is received by the Board of Directors of the Company at the latest 7 (seven) days prior to the invitation date of the Meeting, i.e., at the latest on Tuesday, 27 May 2025; and
- the proposal must: (a) be conducted in a good faith; (b) consider the interest of the Company; (c) be an agenda that requires a resolution of the Meeting; (d) enclose the reasons and materials for the proposed agenda of the Meeting; and (e) not contravene with the prevailing laws and the Company’s Articles of Association.
The Company will limit the number of Shareholders who are physically present and encourage Shareholders to attend the Meeting electronically to participate in the Meeting virtually by accessing the eASY.KSEI platform provided by KSEI.
Jakarta, 19 May 2025
PT Saratoga Investama Sedaya Tbk.
The Board of Directors
13. Minutes of Extraordinary General Meeting of Shareholder of PT Saratoga Investama Sedaya Tbk No. 81 dated 16 May 2024
Click link to download file:
12. Minutes of Annual General Meeting of Shareholder of PT Saratoga Investama Sedaya Tbk No. 80 dated 16 May 2024
11. NOTIFICATION TO SHAREHOLDERS REGARDING THE SCHEDULE AND PROCEDURE FOR DISTRIBUTION OF CASH DIVIDENDS
NOTIFICATION TO SHAREHOLDERS
REGARDING
THE SCHEDULE AND PROCEDURE FOR DISTRIBUTION OF CASH DIVIDENDS
10. ANNOUNCEMENT ON THE SUMMARY OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS PT SARATOGA INVESTAMA SEDAYA Tbk
ANNOUNCEMENT ON THE SUMMARY OF THE MINUTES OF
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT SARATOGA INVESTAMA SEDAYA Tbk
In compliance with the provisions of Article 49 paragraph (1) and Article 51 of the Financial Services Authority Regulation No.15/POJK.04/2020 dated 21 April 2020 regarding the Plan and Implementation of the General Meeting of Shareholders of Public Companies (hereinafter referred to as the “POJK No. 15”), the Board of Directors of PT SARATOGA INVESTAMA SEDAYA Tbk (hereinafter referred to as the “Company”) hereby informs the shareholders, that the Company has held an Extraordinary General Meeting of Shareholders (hereinafter referred to as the “Meeting”):
A. On:
Day / Date | : | Thursday / 16 May 2024 |
Time | : | 11.05 – 11.11 Western Indonesia Time |
Place | : | Raffles Jakarta, lantai 2, Djakarta Room, Ciputra World, Jl. Prof. Dr. Satrio, Kav. 3, Jakarta 12940. |
Meeting Agenda | : | Approval on the use of Company’s treasury shares which are already owned by the Company until the date of this EGMS for Long Term Incentive Program of the Company. |
B. Members of the Board of Directors and the Board of Commissioners who attended the Meeting:
BOARD OF COMMISSIONERS
President Commissioners | : | Edwin Soeryadjaya |
Commissioners | : | Joyce Soeryadjaya Kerr* |
Commissioners | : | Indra Cahya Uno |
Independent Commissioners | : | Sidharta Utama |
Independent Commissioners | : | Anangga W. Roosdiono |
BOARD OF DIRECTORS
President Director | : | Michael William P. Soeryadjaya |
Director | : | Lany Djuwita Wong |
Director | : | Devin Wirawan |
* attend via teleconference media
C. The Meeting was attended by 12,185,895,750 shares with valid voting rights or 90.0225269% of all shares with valid voting rights issued by the Company.
D. During the Meeting, Shareholders and/or their proxies are given the opportunity to ask questions and/or provide opinions regarding the agenda of the Meeting.
E.
Meeting Agenda 1 | : | No questions and/or responses |
F. The resolutions-making mechanism at the Meeting is as follows:
Meeting resolutions are made by way of deliberation to reach a consensus. If deliberation to reach a consensus is not reached then it is done by voting.
G. The results of resolutions made by voting:
MEETING AGENDA 1 :
Approved | Abstain | Not approved |
12,171,836,535 votes or 99.8846272% of all shares with voting rights who attended the Meeting | 657,500 votes or 0.0053956% of all shares with voting rights who attended the Meeting | 13,401,715 votes or 0,1099773% of all shares with voting rights who attended the Meeting |
Resolutions of the Meeting Agenda 1:
-
- Approving to allocate up to 8,500,000 (eight million five hundred thousand) treasury shares for distribution to members of the Board of Directors and employees of the Company in 2024, for the implementation of the Long-Term Incentive Program, using the treasury shares which are already owned by the Company until the date of this Extraordinary General Meeting of Shareholders, which originated from the buyback of shares conducted by the Company as approved by the Company’s shareholders in the Extraordinary General Meeting of Shareholders held on 17 June 2020.
- Approving the granting of authority and power to the Board of Directors of the Company to take any actions and/or carry out any dealings as necessary and/or required to realize the implementation of the Long Term Incentive Program, in accordance with the prevailing law and regulations.
Jakarta, 17 May 2024
PT SARATOGA INVESTAMA SEDAYA Tbk
Board of Directors
9. ANNOUNCEMENT ON THE SUMMARY OF THE MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS PT SARATOGA INVESTAMA SEDAYA Tbk
ANNOUNCEMENT ON THE SUMMARY OF THE MINUTES OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT SARATOGA INVESTAMA SEDAYA Tbk
In compliance with the provisions of Article 49 paragraph (1) and Article 51 of the Financial Services Authority Regulation No.15/POJK.04/2020 dated 21 April 2020 regarding the Plan and Implementation of the General Meeting of Shareholders of Public Companies (hereinafter referred to as the “POJK No. 15”), the Board of Directors of PT SARATOGA INVESTAMA SEDAYA Tbk (hereinafter referred to as the “Company”) hereby informs the shareholders, that the Company has held an Annual General Meeting of Shareholders (hereinafter referred to as the “Meeting”):
A. On:
Day / date | : | Thursday / 16 May 2024 |
Time | : | 10.24 – 10.59 Western Indonesia Time |
Place | : | Raffles Jakarta, 2nd floor, Djakarta Room Ciputra World, Jl. Prof. Dr. Satrio, Kav.3, Jakarta 12940. |
Meeting agenda | : | |
|
Members of the Board of Directors and the Board of Commissioners who attended the Meeting:
BOARD OF COMMISSIONERS
President Commissioners | : | Edwin Soeryadjaya |
Commissioners | : | Joyce Soeryadjaya Kerr* |
Commissioners | : | Indra Cahya Uno |
Independent Commissioners | : | Sidharta Utama |
Independent Commissioners | : | Anangga W. Roosdiono |
BOARD OF DIRECTORS
President Directors | : | Michael Soeryadjaya |
Directors | : | Lany Djuwita Wong |
Directors | : | Devin Wirawan |
* attend via teleconference media
C. The Meeting was attended by 12,207,758,850 shares with valid voting rights or 90.1840391% of all shares with valid voting rights issued by the Company.
D. During the Meeting, Shareholders and/or their proxies are given the opportunity to ask questions and/or provide opinions regarding the agenda of the Meeting.
E.
Meeting Agenda 1 | : | 1 (one) question |
Meeting Agenda 2 | : | 1 (one) question |
Meeting Agenda 3 | : | No questions and/or responses |
Meeting Agenda 4 | : | No questions and/or responses |
Meeting Agenda 5 | : | No questions and/or responses |
F. The resolutions-making mechanism at the Meeting is as follows:
Meeting resolutions are made by way of deliberation to reach a consensus. If deliberation to reach a consensus is not reached then it is done by voting.
G. The results of resolutions made by voting:
MEETING AGENDA 1 :
Approved | Abstain | Not a proved |
12,184,656,850 votes or 99.8107597% of all shares with voting rights who attended the Meeting |
23,100,000 votes or 0.1892239% of all shares with voting rights who attended the Meeting |
2,000 votes or 0,0000164% of all shares with voting rights who attended the Meeting |
Resolutions of the Meeting Agenda 1:
- Approving and accepting the Company’s Annual Report for the financial year 2023, including the Supervisory Report of the Board of Commissioners of the Company, and ratifying the Consolidated Financial Statements of the Company and its subsidiaries for financial year ended as of December 31, 2022 that has been audited by Public Accountant Harry Widjaja, S.E., CPA of the Public Accounting Firm Siddharta Widjaja & Associates (a member of global network KPMG) as described in its report No. 00069/2.1005/AU.1/05/1214-4/1/III/2024 dated March 15, 2024 with “Unqualified“ opinion.
- Upon the approval of the Company’s Annual Report for the financial year 2023 including the Supervisory Report of the Board of Commissioners of the Company, as well as the ratification of the Consolidated Financial Statements of the Company and its Subsidiaries for the financial year ended on 31 December 2023, thus, granting the full release and acquittal discharge (volledig acquit et de charge) to all members of the Board of Directors and the Board of Commissioners of the Company from their management and supervisory duty during the financial year 2023, as long as such actions are reflected in the Annual Report and the Consolidated Financial Statements of the Company and its Subsidiaries for the financial year ended on 31 December 2023 and is not a criminal offense or a breach of the prevailing laws and regulations.
MEETING AGENDA 2:
Approved | Abstain | Not a proved |
12,184,656,850 votes or 99.8107597% of all shares with voting rights who attended the Meeting |
23,100,000 votes or 0.1892239% of all shares with voting rights who attended the Meeting |
2,000 votes or 0.0000164% of all shares with voting rights who attended the Meeting |
Resolutions of the Meeting Agenda 2:
- Approve the allocation of the Company’s retained earnings as of 31 December 2023 amounting to IDR 303,426,370,000 (three hundred three trillion four hundred twenty-six million three hundred seventy thousand Rupiah), for the following matters:
a. A total of Rp5,000,000,000 (five billion Rupiah) is set aside as compulsory reserves of the Company;
b. A total of Rp298,426,370,000 (two hundred ninety-eight billion four hundred twenty-six million three hundred seventy thousand Rupiah) or Rp22 (twenty-two) per share will be paid as final cash dividend to the shareholders of the Company; and - Approve the granting of power and authority to the Board of Directors to regulate the procedures for the payment of the said final cash dividend, including but not limited to determining the payment schedule, as well as to take all other necessary actions in connection with the payment of the final cash dividend in accordance with the prevailing laws and regulations.
MEETING AGENDA 3:
Approved | Abstain | Not a proved |
12,151,277,550 votes or 99.5373328% of all shares with voting rights who attended the Meeting | 23.100.000 votes or 0.1892239% of all shares with voting rights who attended the Meeting | 33,381,300 votes or 0.2734433% of all shares with voting rights who attended the Meeting |
Resolutions of the Meeting Agenda 3:
Approving to authorize the Board of Commissioners of the Company to appoint Public Accounting Firm and Public Accountant to audit the Financial Statement of the Company for the financial year ended on 31 December 2024 and other audits required by the Company and determining the honorarium and other appointment requirements and authorize the Board of Commissioners of the Company to appoint a substitute Public Accounting Firm and Public Accountant if the appointed Public Accountant is unable to carry out his duties for any reason, by taking into account the recommendations from the Audit Committee.
MEETING AGENDA 4:
Approved | Abstain | Not a proved |
12,151,270,150 votes or 99.5372722% of all shares with voting rights who attended the Meeting | 23,110,400 votes or 0.1893091% of all shares with voting rights who attended the Meeting | 33,378,300 votes or 0.2734187% of all shares with voting rights who attended the Meeting |
Resolutions of the Meeting Agenda 4:
-
- By taking into account the suggestions and opinions given by the Company’s Nomination and Remuneration Committee, determining remuneration for all members of the Board of Commissioners of the Company for the financial year 2024 of a maximum of Rp17,000,000,000 (seventeen billion Rupiah).
- Granting power and authority to the Board of Commissioners to determine the amount of salary, bonus and other allowances for members of the Board of Directors of the Company in accordance with the structure, policy and amount of remuneration based on the remuneration policy of the Company for the financial year ended on 31 December 2024, by taking into account the suggestions and opinions given by the Company’s Nomination and Remuneration Committee.
MEETING AGENDA 5:
-
-
- Since this is only a report, no resolution has been made in this Agenda.
-
Jakarta, 17 May 2024
PT SARATOGA INVESTAMA SEDAYA Tbk
Board of Directors