The Board of Directors of PT ERA MANDIRI CEMERLANG Tbk (the “Company”) hereby invite all of the Company's shareholders to attend the Annual General Meeting of Shareholders (“AGMS”) which will be held at:
Day / Date : Tuesday, August 25th 2020; Time : 10.00 – 11.00 WIB; Venue : Aston Pluit Hotel (Gondangdia-Cikini Room) Jl. Pluit Sel. No.1, RT.2/RW.9, Pluit, Kec. Penjaringan, North Jakarta, Special Capital Region of Jakarta 14450.
With these following agendas:
The First Agenda: 1. Approval and ratification of the Company's annual report for the period ended on 31st December 2019; 2. Ratification of the Company's financial statements for the financial year ended on 31st December 2019; and 3. Granting exemption and release to the members of the Board of Directors from responsibility for the Company's management actions and to the members of the Board of Commissioners for the Company's supervisory actions, as long as all such actions are stipulated in the Company's financial for the financial year ended on 31st December 2019 (acquit et de charge).
Explanation: the above agenda is pursuant to the provisions of (i)Article 9 paragraph (4) letter a and letter b of the Company's articles of associationand (ii) Article 66 paragraph (1) and Article 69 paragraph (1) Law No.40 Year 2007 concerning Limited Liability Company (“UUPT”).
The Second Agenda: Approval of the use of net profit obtained by the Company for the financial year ended on 31st December 2019.
Explanation : the above agenda is pursuant to the provisions of (i)Article 9 paragraph (4) letter c of the Company's articles of associationand(ii) Article 70 and Article 71 paragraph (1) UUPT.
The Third Agenda: Granting authority and power to the Board of Commissioners of the Company to determine salary/honorarium and/or other benefits for members of the Board of Directors of the Company for the financial year of 2020.
Explanation: the above agenda is pursuant to the provisions of(i) Article 14 paragraph (11) and Article 17 paragraph 9 of the Company's articles of association and (ii)Article 96 and Article 113 UUPT.
The Fourth Agenda: Approval for the appointment of public accountant who will audit the Company's financial statements for the financial year ending on 31st December 2020.
Explanation : the above agenda is pursuant to the provisions of (i)Article 9 paragraph (4) letter d of the Company's articles of association, (ii) Article 68 paragraph (1) UUPT and (iii) Article 59 POJK No. 15/2020.
The Fifth Agenda: Approval of the report on the use of proceeds from the Public Offering.
Explanation: the above agenda is pursuant to the provisions ofArticle 6 of Indonesia Financial Service Authority Regulation No. 30/POJK.04/2015 concerning Report on the Realization of the Appropriation of Fund Resulting from Public Offering.
Notes: 1.The Company does not send a separate invitation of AGMS to the Company’s shareholders, therefore this Invitation is an official invitation for the Company’s shareholders.
2.Those entitled to attend or be represented in this AGMS are the shareholders whose names are registered in the Company’s Shareholder Registerand/or holders of securities sub accounts that have securities account balance in Collective Custody of PT KUSTODIAN SENTRAL EFEK INDONESIA (“KSEI”) at the stock exchange closing time on Thursday, July30th 2020 until 16:00 WIB.
3. The shareholders who are unable to attend the AGMS physically, can provide power of attorney to attend the AGMS:
a. Manually, with provisions as follow:
(i) Fill in the power of attorney form in accordance with the instructions contained therein. The power of attorney form can be obtained at the Company’s office, having its address at Ruko Lodan Center Block F2-7, Jalan Lodan Raya number 2, Rukun Tetangga 13, Rukun Warga 02, Kelurahan Ancol, Kecamatan Pademangan, North Jakarta, during working days and working hours of the Company or request the power of attorney form to the PT ADIMITRA JASA KORPORA as Securities Administration Bureau (“BAE”) on the day of the AGMS. The power of attorney form that has been filled must be submitted to the Company's head office no later than 1 (one) working day prior to the AGMS or submitted to the BAE at the venue of the AGMS, no later than 30 (thirty) minutes before the AGMS begins;
b. By using e-proxy, with the mechanism of grant such power of attorney to BAE as the independent representative proxy appointed by the Company with provisions as follow:
(i) Following the Attendance Procedures guidelines which can be downloaded on https://www.ksei.co.id/data/download-dataand-user-guide, with reference to the Decree of the Board of Directors of PT Kustodian Sentral Efek Indonesia No.KEP-0016/DIR/KSEI/0420 concerning the Implementation of the KSEI Electronic General Meeting System Facility (eASY.KSEI) as a Mechanism of Electronic Authorization in the General Meeting of Shareholders Process for the Securities Issuer in the form of Public Company and its Shares are in KSEI Collective Custody;
(ii) The period of time for a shareholder to declare his/her/its proxy and vote, make changes to the appointment of the Attorney-in-fact and/or change the choice of votes for each AGMS agenda , revoke the power of attorney, is from the date of the AGMS Invitation to no later than 1 (one) working day prior to the RUPST date;
4. For shareholders (individual/legal entity)/proxies who are physically present, are requested to bring the following documents:
a) For individual shareholder/proxies, valid personal identification (Residential Identity Card/KTPor passport);
b) For legal entity shareholder, copy of its articles of association and any amendments thereto, together with the latest composition of the management, also Single Business Number (NIB)/Tax Identification Number (NPWP);
c) For Proxies, a valid power of attorney enclosed with a copy of respective identification documents of the authorizer and the attorney.
5. In accordance with Article 13 paragraph (3) POJK 15/2020, members of the Board of Directors, members of the Board of Commissioners, and employees of the Company can not act as the proxy based on electronic Power of Attorney.
6. In accordance with Article 48 of POJK 15/2020, the Company's shareholders may not extend a power of attorney to more than one proxy for a portion of the shares owned by them for different votes.
7. AGMSAdditional Information: By prioritizing the principle of caution and vigilance towards the latest development of conditions related to the 2019 Corona Virus Disease pandemic (Covid-19), and compliance with Government Regulations in lieu of Law No. 1 Year 2020 jo. Law No. 2 Year 2020 regarding State Financial Obligations and Financial System Stability for Handling Corona Virus Disease 2019 (Covid-19) and/or in the Context of Facing Threats that Harm National Economy and/or Financial System Stability into Law and Minister of Health Regulation No. 9 Year 2020 regarding Large-Scale Social Limitation Guidelines in the Context of Corona Virus Disease 2019 (Covid-19) Handling Acceleration, the Company hereby conveys additional information to the shareholders/ proxies who will still physically present at the AGMS to must follow and pass the security and health protocols applicable to the AGMS venue as follows:
a. The number of shareholders who can be physically present will be limited in accordance with the maximum amount as set out in prevailing law and regulation;
b. Shareholders or proxies who first come to the AGMS are more entitled to be physically present than those who come later, until the amount that has been determined is fulfilled;
c. The Company strongly urges shareholders who cannot attend the AGMS physically because the amount of physical presence that has been determined has been met, to authorize their presence through power of attorney to BAE who has been appointed by the Company;
d. Shareholders or proxies who present in the AGMS must:
i. Properly wear a mask while in the AGMS venue and during the AGMS;
ii. Wash hands or using a hand sanitizer before entering the AGMS venue;
iii. Check/detect and monitor their body temperature at a place determined by the Company to ensure that shareholders or proxies are not having body temperature above normal 37.5º C;
iv. Fill in the Health Statement provided by the registration officer before entering the AGMS venue, stating that he/she does not have a history of overseas travel within 14 (fourteen) days before attending the AGMS;
v. Follow the instruction from the AGMS committee in implementing the physical distancing policy at the AGMS venue both before the AGMS begins, at the time of the AGMS and after the AGMS is being held;
vi. Shareholders or proxies who are sick even when their body temperature within normal limits, are not allowed to enter the AGMS venue;
vii. Shareholders or proxies who cough or sneeze at the AGMS venue are kindly requested to leave the AGMS venue.
8. The Company will announce on its website, if there is a change and/or additional information related to the AGMSprocedure based on the latest conditions and developments regarding integrated handling and controlto prevent the spread of Covid-19 Virus.
9. Material related to the AGMS is available on the Company's website from the date of the Invitation up to the AGMS date.
10. For health reasons with the reference of integrated control to prevent the spread of Covid-19 Virus, Company does not provide foods and beverages, souvenirs, and Annual Reports in physical form to the shareholders or proxies who are present at the AGMS.
11. In order to facilitate the regulation and orderliness of the AGMS, shareholders or proxies who intend to attendmust be at the AGMSvenue at the latest on 09.00 WIB.
Jakarta, August 3rd 2020 PT ERA MANDIRI CEMERLANG Tbk The Board of Directors