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SIS-Deed No. 162 (21.04.20220) – EGMS
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NOTIFICATION TO SHAREHOLDERS
REGARDING
THE SCHEDULE AND PROCEDURE FOR DISTRIBUTION OF CASH DIVIDENDS
In order to implement the resolutions of the Annual General Meeting of Shareholders of PT Saratoga Investama Sedaya Tbk (the “Company”) which was held on 21 April 2022, with one of the resolution is the distribution of the cash dividend for the 2021 financial year in the amount of Rp60 (Sixty Rupiah) per share, it is hereby notified to the shareholders of the Company that the schedule and the payment procedures are as follows:
A. Cash Dividend Payment Schedule:
Remarks | Date |
Submission of the schedule for the distribution of cash dividends to the Indonesia Stock Exchange | 25 April 2022 |
Record date (tanggal pencatatan) in the Shareholders Register for determining the rights of the
shareholders to receive cash dividends |
11 May 2022 |
Regular market and negotiation:
· Cum Dividend · Ex-Dividend |
9 May 2022 10 May 2022 |
Cash market:
· Cum Dividend · Ex-Dividend |
11 May 2022 12 May 2022 |
Distribution of cash dividends | 13 May 2022 |
B. Cash Dividend Payment Procedure
Shares Registrar Bureau (Biro Administrasi Efek or “BAE”) Office
PT Datindo Entrycom
Jl. Hayam Wuruk No. 28
Jakarta 10210, Indonesia
Phone: +62 21-350 8077 (Hunting)
Fax: +62 21-350 8078
Jakarta, 25 April 2022
PT Saratoga Investama Sedaya Tbk
Board of Directors
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 / 21 April 2022 |
Time | : | 12.10 – 12.23 Western Indonesia Time |
Place | : | Menara Karya lantai 17, Jl. H.R. Rasuna Said Blok X-5, Kaveling 1-2, Jakarta 12950. |
Meeting Agenda | : |
|
B. Members of the Board of Directors and the Board of Commissioners who attended the Meeting:
BOARD OF COMMISSIONERS | ||
President Commissioners | : | Edwin Soeryadjaya |
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 |
C. The Meeting was attended by 12,602,396,045 shares with valid voting rights or 93.3700152% 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 |
Meeting Agenda 2 | : | 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 |
12,598,790,645 votes or 99.97% of all shares with voting rights who attended the Meeting | 3,604,500 votes or 0.02% of all shares with voting rights who attended the Meeting | 900 votes or 0.0000071% of all shares with voting rights who attended the Meeting |
Resolutions of the Meeting Agenda 1:
MEETING AGENDA 2:
Approved | Abstain | Not Approved |
12,456,503,190 votes or 98.84% of all shares with voting rights who attended the Meeting | 34,800 votes or 0.0002761% of all shares with voting rights who attended the Meeting | 145,858,055 votes or 1.15% of all shares with voting rights who attended the Meeting |
Resolutions of the Meeting Agenda 2:
Jakarta, 22 April 2022
PT SARATOGA INVESTAMA SEDAYA Tbk
Board of Directors
ANNOUNCEMENT ON THE SUMMARY OF THE MINUTES OF
THE ANNUAL GENERAL MEETNG OF SHAREHOLDERS
“PT SARATOGA INVESTAMA SEDAYA Tbk”
In compliance with the provisions of Article 49 paragaph (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 / 22 April 2022 |
Time | : | 11.27 – 12.03 Western Indonesia Time |
Place | : | Menara Karya lantai 17, Jalan HR Rasuna Said Blok X-5 Kaveling 1-2, Jakarta 12950. |
Meeting agenda | : | |
|
B. Members of the Board of Directors and the Board of Commissioners who attended the Meeting:
BOARD OF CONMISSIONERS
President Commissioners | : | Edwin Soeryadjaya |
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 |
C. The Meeting was attended by 12,603,950, shares with valid voting rights or 90.8742953% 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 |
Meeting Agenda 2 | : | No questions and/or responses |
Meeting Agenda 3 | : | No questions and/or responses |
Meeting Agenda 4 | : | No questions and/or responses |
Meeting Agenda 5 | : | No questions and/or responses |
Meeting Agenda 6 | : | No questions and/orresponses |
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 |
12,591,709,945 votes or 99.90% of all shares with voting rights who attended the Meeting | 12,153,700 votes or 0.09% of all shares with voting rights who attended the Meeting | 87,000 votes or 0.0006903% of all shares with voting rights who attended the Meeting |
Resolutions of the Meeting Agenda 1:
MEETING AGENDA 2:
Approved | Abstain | Not a proved |
12,602,258,145 votes or 99.98% of all shares with voting rights who attended the Meeting | 1,605,500 votes or 0.01% of all shares with voting rights who attended the Meeting | 87,000 votes or 0.0006903% of all shares with voting rights who attended the Meeting |
Resolutions of the Meeting Agenda 2:
MEETING AGENDA 3:
Approved | Abstain | Not a proved |
12,577,201,790 votes or 99.7% of all shares with voting rights who attended the Meeting | 1,609,900 votes or 0.01% of all shares with voting rights who attended the Meeting | 25,138,955 votes or 0.19% of all shares with voting rights who attended the Meeting |
Resolutions of the Meeting Agenda 3:
MEETING AGENDA 4:
Approved | Abstain | Not a proved |
12,602,256,945 votes or 99.98% of all shares with voting rights who attended the Meeting | 1,605,500 votes or 0.01% of all shares with voting rights who attended the Meeting | 88,200 votes or 0.0006998% of all shares with voting rights who attended the Meeting |
Resolutions of the Meeting Agenda 4:
MEETING AGENDA 5:
Approved | Abstain | Not a proved |
12,567,129,034 votes or 99.70% of all shares with voting rights who attended the Meeting | 5,913,100 votes or 0.04% of all shares with voting rights who attended the Meeting | 30,908,511 votes or 0.24% of all shares with voting rights who attended the Meeting |
Resolutions of the Meeting Agenda 5:
President Director | : | Michael William P. Soeryadjaya |
Director | : | Lany Djuwita Wong |
Director | : | Devin Wirawan |
President Commissioners | : | Edwin Soeryadjaya |
Commissioner | : | Joyce Soeryadjaya Kerr |
Commissioner | : | Indra Cahya Uno |
Independent Commissioner | : | Sidharta Utama |
Independent Commissioner | : | Anangga W. Roosdiono |
MEETING AGENDA 6:
Since this is only a report, no resolution has been made in this Agenda.
Jakarta, 22 April 2022
PT SARATOGA NVESTAMA SEDAYA Tbk
Board of Directors
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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:
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:
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:
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