Invitation to AGMS & EGMS – 10 June 2015
INVITATION FOR ALL SHAREHOLDERS OF THE COMPANY
The Board of the Directors of the Company hereby invite all 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/10 June 2015|
|Time/Date||:||10 AM – Finish|
|Venue||:||The Ritz Carlton Jakarta, Mega Kuningan – Ballroom 1|
Jl. DR. Ide Anak Agung Gde Agung Kav.E.1.1 No.1
Mega Kuningan, Jakarta Selatan 12950, Indonesia
The agenda for the Annual General Meeting of Shareholders is:
- The approval of the Company’s Annual Report for the Book Year of 2014 regarding Company’s Activity and Implementation of the Supervisory Duty of the Board of Commissioners and Ratification of the Consolidated Financial Statement of the Company and Subsidiaries for the Financial Year Ended on 31 December 2014.
Explanation: It is in accordance with the provision of Articles 10 and 21 of the Company’s Articles Association and Articles 69 and 78 of the Law No. 40 of 2007 regarding Limited Liability Company (“Company Law”).
- Appropriation on the use of net profit of the Company for the book year of 2014.
Explanation: It is in accordance with the provision of Article 21 of the Company’s Articles Association and Articles 70 and 71 of the Company Law
- Delegation of authority to the Board of Commissioners to appoint the Public Accountant Firm to audit the Consolidated Financial Statement of the Company for the financial year ended on 31 December 2015 and to determine the honorarium of the Public Accounting Firm including any other requirements.
Explanation: It is in accordance with the provision of Article 10 of the Company’s Articles Association.
- Determination on the salary, honorarium, allowances and other facility for the member of the Board of Directors and the Board of Commissioners for the financial year of 2015.
Explanation: It is in accordance with the provision of Articles 15 and 18 of the Company’s Articles Association and Articles 96 and 113 of the Company Law.
- Accountability report on the realization of the use of proceeds of the Public Offering.
Explanation: It is in accordance with the provision of Article 3 Decision of the Head of Bapepam No. Kep-27/PM/2003 dated 17 July 2003 regarding Report on the Realization of the Use of Proceeds of the Public Offering.
- Report on the implementation of Management and Employee Stock Options Program (MESOP).
Explanation: The Company will report to the shareholders the implementation of MESOP program by the Board of Directors.
Agenda for the Extraordinary General Meeting of Shareholders is:
- Amendment and realignment of the Articles of Association provisions of the Company.
Explanation: It is in accordance with the provision of Financial Services Authority Regulation No. 32/POJK.04/2014 regarding Plan and Implementation of the Public Company’s General Meeting of Shareholders (“POJK 32”) and Financial Services Authority Regulation No. 33/POJK.04/2014 regarding the Board of Directors and Commissioners of an Issuer or Public Company (“POJK 33”).
- Change of composition of the Board of Directors of the Company
Explanation: It is in accordance with the provision of Article 15 of the Company’s Articles of Association and POJK 33.
- The Company does not send a separate invitation to each of its shareholders. This invitation constitutes the official invitation to all of the Company’s Shareholders.
- The shareholders or their proxies who will attend the Meeting are requested to bring copy of their identity card or other valid identity card both for the grantor and proxy holder before entering the Meeting room. For shareholders in the form of legal business entity are requested to bring copy of the latest articles of association including its amendments and latest management composition. For shareholders whose shares have been registered in the collective deposit at PT Kustodian Sentral Efek Indonesia (“KSEI”) must bring Written Confirmation to Attend the Meeting (KTUR) which can be obtained at the securities company or custodian bank in which the Company’s shareholders opened their securities account.
- Those who are entitled to attend and be represented in the Meeting are the Company’s shareholders whose names are registered in the Shareholders List on Monday, 18 May 2015, or owner of the securities account in the collective deposit KSEI on the closing of the shares trading on Monday, 18 May 2015.
- Company’s shareholders who is absent in the Meeting can be represented by their proxies. The member of the Board of Directors, the Board of Commissioners and employee of the Company may act as the proxy of the Company’s shareholders however their vote as proxy during the Meeting will not be tallied.
- Form of the proxy letter can be obtained during office hours at:
PT. Saratoga Investama Sedaya Tbk.
Menara Karya 15th Floor
Jl. HR Rasuna Said Blokc X-5, Kav. 1-2
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. 3
Phone: +62 21-5709009
Fax: +62 21-5709026
- The completed proxy letter must be received by the Company at the latest on 5 June 2015 up to 4PM via Company’s office or Shares Registrar PT Datindo Entrycom.
- In accordance with Article 11 of the Company’s Articles of Association and POJK 32 as well as other capital market regulation, the Company’s Annual Report is available and can be obtained on the Company’s website www.saratoga-investama.com, as of the Invitation date. Hard copy of can be provided to the shareholders based on a written request to the Corporate Secretary.
- To ease and for the order of the Meeting, the shareholders or their proxies are quested to be present at the Meeting venue at least 30 minutes before the Meeting starts.
Jakarta, 19 May 2015
PT SARATOGA INVESTAMA SEDAYA Tbk.
The Board of Directors