INVITATION OF THE SHAREHOLDERS OF THE COMPANY – 15 juni 2016
PT SARATOGA INVESTAMA SEDAYA Tbk. (the “Company”)
INVITATION OF THE SHAREHOLDERS OF THE COMPANY
The Board of Directors of the Company hereby invites the shareholders of the Company to attend the Annual and Extraordinary General Meeting of Shareholders (“Meeting”) of the Company which will be held on:
|Day/Date||:||Wednesday, 15 June 2016|
|Time||:||10AM – Finish|
|Venue||:||Adaro InstituteTempo Scan Tower 29th FloorJl. HR Rasuna Said Kav. 3-4Jakarta 12950, Indonesia|
Agenda of the Annual General Meeting of Shareholders are as follows:
- Approval of the Annual Report and ratification of the Consolidated Financial Statement of the Company for the financial year ended on 31 December 2015. Rationale:
This agenda is in accordance with the provision of Article 69 para. (1) Law No. 40 of
2007 regarding Limited Liability Company (“Company Law”) jo. Article 10 para (4) point a jo. Article 21 para (5) of the Company’s Articles of Association whereas the approval of the annual report including ratification of the annual financial statement as well as supervisory duty report of the Board of Commissioners is enacted by the General Meeting of Shareholders (“GMS”).
- Determination of the use of net profit of the Company for the book year of 2015.
This agenda is in accordance with the provision of Articles 70 and 71 of the Company Law jo. Article 10 para (4) point c jo. Article 22 para. (1) of the Company’s Articles of Association whereas the determination of the use of net profit is decided in the GMS.
- Approval of the appointment of the Public Accountant to audit the financial statement of the Company for the financial year ended on 31 December 2016. Rationale:
This agenda is in accordance with the provision of Article 68 para. (1) point c of the
Company Law whereas the financial statement of a Public Company should be submitted to a public accountant for audit jo. Article 10 para. (4) point d of the Company’s Articles of Association whereas appointment of a registered Public Accountant is conducted in the Annual GMS.
- Determination on the salary, honorarium and allowance as well as the other facility for the member of the Board of Directors and the Board of Commissioners for the financial year of 2016.
This agenda is in accordance with the provision of Articles 96 and 113 of the Company Law jo. Articles 15 para. (14) and 18 para (7) of the Company’s Articles of Association whereas the terms on the amount of salary or honorarium and the other benefit for the member of the Board of Directors and the Board of Commissioners is determined by the GMS.
- Reappointment of the member of the Board of Directors and the Board of Commissioners of the Company due to the end of the term of office of such Board of Directors and the Board of Commissioners of the Company.
This agenda is in accordance with the provision of Articles 94 para (1) and 111 para (1) of Company Law jo. Articles 15 para (2) and 18 para (2) of the Company’s Articles of Association whereas the decision on the appointment of the member of the Board of Directors and the Board of Commissioners is decided in the GMS.
- Report of the Board of Directors on the realization of the use of Shares Public
This agenda is in accordance with the provision of Article 6 para (1) of OJK Regulation No. 30/POJK.04/2015 on the Report of the Realization of the Use of Public Offering Fund whereas the realization of the use of Public Offering proceed should be accounted in each annual GMS until all Public Offering proceed fund has been realized.
- Report of the Board of Directors on the implementation result of Management and
Employee Stock Options Program (MESOP).
In this agenda, the Company’s Board of Directors will report to the shareholders on the
MESOP implementation by the Company.
Agenda of the Extraordinary General Meeting of Shareholders are as follows:
- Approval on the nullification of the Management and Employee Stock Option
The Company intends to nullify the granting of management and employee stock option program (MESOP) as approved in the Company’s General Meeting of Shareholders held on 22 February 2013.
- Approval on the buyback of the Company’s shares plan
The Company intends to conduct buyback of shares issued by the Company in accordance with Bapepam and LK Regulation No. XI.B.2 on the Buyback of Shares Issued by an Issuer or Public Company, attachment of Decision of the Bapepam and LK Chairman No. Kep-105/BL/2010 dated 13 April 2010.
- Approval on the implementation of Long Term Incentive
As an appreciation form upon its employee, the Company intends to implement a Long Term Incentive by utilizing the shares obtained by the Company from the buyback of the Company’s shares.
- The Company does not send any invitation separately to the shareholders of the
Company. This invitation advertisement shall be deemed as a formal invitation.
- The Company’s shareholder or his/her proxy who will attend the Meeting is requested to bring his/her copy of Resident Identity Card or other identity evidence both for the authorizer as well as the attorney before entering the Meeting room. For the legal entity shareholder, it is requested to bring copy of deed and/or other document showing the latest composition of the board of directors. The shareholder whose shares are kept in the collective custodian PT Kustodian Sentral Efek Indonesia (“KSEI”) is required to bring the Written Confirmation For Meeting (Konfirmasi Tertulis Untuk Rapat) which can
be obtained at the securities company or custodian bank where the Company’s shareholders opens its stock account.
- The Company’s shareholder who is entitled to attend and be represented in the Meeting is those whose name is registered on the Share Register of the Company or the owner of stock account balance at the collective custodian KSEI at the share trading closing, on Monday, 23 May 2016.
- The shareholder who is absent in the Meeting, can be represented by his/her attorney.
The Director, Commissioner and employee of the Company can act as the attorney of the Company’s shareholder in the Meeting, however the vote issued as an attorney will not be reckoned in the voting.
- The form of the Power of Attorney can be obtained during the office hours at:
- PT. Saratoga Investama Sedaya Tbk.
Menara Karya 15th Floor
Jl. HR Rasuna Said Blokc X-5, Kav.
Phone: +62 21- 5794 4355
Fax: +62 21- 5794 4356
Attn.: Corporate Secretary
Share Registrar’s Office
- PT. Datindo Entrycom
Puri Datindo – Wisma Sudirman
Jl. Jenderal Sudirman Kav. 34
Phone: +62 21-5709009
Fax: +62 21-5709026
- The power of attorney which has been filled completely should be received by the Company at the latest on 13 June 2016 up to 4.00 PM via Company’s Office and/or Share Registrar’s Office as described above.
- In accordance with the provision of Article 11 of the Articles of Association and OJK Regulation No. 32/POJK.04/2015 regarding Plan and Implementation of General Meeting of Shareholders of the Public Company as well as the other capital market regulation, the Annual Report of the Company is available and can be obtained on the Company’s website www.saratoga-investama.com as of the date of this Invitation. The physical copy of document can be given to the shareholder based on a written request to the Corporate Secretary.
- To ease the setting and ensure order of the Meeting, the shareholders or their authorized attorney are requested to appear at the venue of Meeting at the latest 30 (thirty) minutes prior the start of the meeting.
Jakarta, 24 May 2016
PT Saratoga Investama Sedaya Tbk.
The Board of Directors