2. SRTG – Invitation to AGMS EGMS 21 April 2022

30 March 2022

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 Thursday, 21 April 2022
Time 11.00 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 financial year of 2021 and ratification on the Financial Statement of the Company for the financial year ended on 31 December 2021 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 financial year of 2021.

Explanation:
In this agenda, the Board of Directors of the Company will seeking approval and ratification from General Meeting of Shareholders (“GMS”) on the Company’s performance in 2021 and the implementation of supervisory duties of Board of Commissioners in 2021, as stipulated in the Annual Report and the Financial Statement of the Company, 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 2021, 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 as amended with Law No. 11 of 2020 on Job Creation (the “Company Law”) jo. Article 10 paragraph (4) point a and b jo. Article 22 paragraph (5) of the Articles of Association of the Company.

2 . Approval on the determination of the use of the Company’s net profit for the financial year of 2021.

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 of 2021, 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 2022.

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 to grant the authority to the Board of Commissioners of
Company, by taking into account any recommendation from the Audit Committee, 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 2022 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 Plan and Implementation of General Meeting of Shareholders of Public Companies and Financial
Services Authority Regulation No. 13/POJK.03/2017 concerning the Use 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 2022.

Explanation:
In this agenda, the Board of Director of the Company will ask the GMS to approve the following:

  • The maximum amount of the remuneration for all members of the Board of Commissioners for the financial year of 2022, by taking into account the advice and opinion from the Nomination and Remuneration Committee of the Company;
    and
  • 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 2022,

5. Approval on the re-appointment of all members of the Board of Directors and Board of Commissioners of the Company, as of the closing of the Annual General Meeting of Shareholders of 2022 until the closing of the Annual General Meeting of Shareholders of 2025.

Explanation:
On this agenda, in connection with the approval of the reappointment of all members of the Board of Directors and Board of Commissioners of the Company whose term of office expires at the closing of this AGMS. The shareholders propose to reappoint the entire Board of Directors and Board of Commissioners for a term of office starting from the closing of the 2022 AGMS until the closing of the 2025 AGMS in connection with Article 16 paragraph (2) and (3) in conjunction with Article 19 paragraph (2) of the Company’s Articles of Association.

6. 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 Long Term Incentive Program of the Company for the year of 2021. This agenda does not need to be approved by the GMS.

 

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 GMS, in accordance with Financial Services Authority Regulation No. 30/POJK.04/2017 on the Buyback of Shares issued by Public Company (“FSAR 30/2017”). Information relating to the buyback plan has been published by the Company on 15 March 2022.

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 use the shares in treasury which are derived from the buyback of shares. The treasury shares will be used for Long Term Incentive Program of the Company which will be
distributed from the date of 2022 EGMS until 2023 EGMS.

 

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 29 March 2022 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 KSEI at the close of Stock Trading on the Stock Exchange Indonesia on 29 March 2022.

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

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 will limit the number of Shareholders who may physically attend the Meeting and urge the Shareholders to attend the Meeting electronically or authorize power of attorney for his presence and voting rights (either electronically through eASY.KSEI or in writing) to independent parties appointed by the Company, with the following provisions:

  • a. 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 complete and signed on stamp of Rp10,000 shall be sent to the Company’s Stock Administration Bureau that is 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 18 April 2022 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 scriptless Shareholders whose shares are in KSEI’s Collective Custody to their proxies. The proxy whose names are available at eASY.KSEI facility 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.
    b. 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 18 April 2022 at 4.00 pm Western Indonesian Time.

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

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

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 attorneys, who will attend physically to the Meeting, must comply with and pass the safety and health protocols which will be strictly applied by the Company, as follows:

  • (i) Upon arrival at the premises of the Meeting:
    * must showing the vaccinate certificate of Covid-19 and provide a Certificate of Covid-19 Rapid Antigen Test or PCR Swab Test in his/her name, which shows negative test result, issued by a doctor in hospital, public health center or medical clinic with the test taken 1 (one) day prior to the Meeting date (for Rapid Antigen Test) and 2 (two) days prior to the Meeting date (for PCR Swab Test);
    * must submit a completed health declaration form stating his/her health and travel information. The Health Declaration Form can be accessed through the Company’s website www.saratoga-investama.com ; and
    * 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 is held.
    (ii) At all times within the premises of the Meeting and during the Meeting:
    * must wear proper 3 ply mask; and
    * must implement physical distancing measure in accordance with direction from the Company and building management of the premise of the Meeting.
    (iii) must immediately leave the premises of the Meeting after the Meeting ended.

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

9. The Company has the right to prohibit shareholders or their attorneys 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 attorney 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 implementation of the Meeting based on the latest development of the handling for preventing COVID-19 transmission.

Jakarta, March 30, 2022
PT Saratoga Investama Sedaya Tbk.
The Board of Directors

 

SRTG – Invitation to AGMS EGMS 21 April 2022