Notice of theSecondAnnual General Meeting of Shareholders PT ERA MANDIRI CEMERLANG Tbk
Notice of theSecondAnnual General Meeting of Shareholders PT ERA MANDIRI CEMERLANG Tbk
The Board of Directors of PT ERA MANDIRI CEMERLANG Tbk, domiciled in North Jakarta (the “Company”), has held the Company's Annual General Meeting of Shareholders (the “First Meeting”), on: Day/Date : Wednesday, August 25, 2021; Time : 10.13’ WIB s/d 11.04’ WIB; Venue : Jl. Pluit Sel. No. 1, RT. 2/RW. 9, Kel. Pluit, Kec. Penjaringan, NorthJakarta, Special Capital Region of Jakarta 14450.
Based on the attendance list of the shareholders of the First Meeting, the recorded number of shares present or represented in the First Meeting is 500.138.100 shares, which constitute 60,02% from the total amount of 833.333.000 shares that have been issued by the Company, which have valid voting rights as required by the Company's articles of association and POJK 15.
Since the First Meeting was not attended by the shareholders and/or their proxies, which represent at least 2/3 (two-thirds) of the total shares with valid voting rights that have been issued by the Company, the First Meeting only discussed the first agenda of the meeting to the fifth agenda of the meeting. The sixth agenda of the Meeting shall be discussed at the Second General Meeting of Shareholders.
Whereas in order to comply with the provisions of the Articles of Association and POJK No. 15/2020, the Board of Directors of the Company hereby invites all Shareholders of the Company to attend the Second Annual General Meeting of Shareholders (“Meeting”) which will be held on: Day/Date : Thursday, September 9, 2021; Time : 10.00 WIB onwards;
Venue : Aston Pluit Hotel & Residence Gongdangdia & Cikini Meeting Room Jl. Pluit Selatan No.1, Jakarta Utara
The agenda of the Meeting is as follows: Adjustment of the Articles of Association of the Company to accommodate the new provisions regarding the planning and holding of general meetings of shareholders of public company in accordance with POJK 15/POJK.04/2020 and POJK 16/POJK.04/2020. Explanation: the above agenda is in accordance with the provisions of (i) Article 9 paragraph (4) letter f of the Company's Articles of Association, (ii) Article 42, Article 57 and Article 63 of POJK No. 15/2020 and (iii) POJK 16/POJK.04/2020. Note: 1. The Company will not send a specific invitation to shareholders given that this invitation constitutes an official invitation to the Company. This invitation can also be found at the Company’s website athttp://www.indonesiaseafood.net and the application ofeASY.KSEI. 2. Materials related to the Meeting are available at the Company’s website as of the Invitation date onSeptember 2, 2021and up to the Meeting’s date onSeptember 9, 2021, as the Company informed above. 3. The shareholders who are entitled to attend or be represented at the Meeting are those whose names are listed in the Shareholders Register of the Company as of the Stock Exchange’s closing hour on September 1, 2021. 4. Shareholders can participate in the Meeting by either: a. physically attending the Meeting; or b. electronically attending the Meeting through the application of eASY.KSEI. 5. Shareholders who wish to attend electronically, as mentioned in item 4 letter b, must be local individual shareholders who have shares deposited in KSEI’s collective custody. 6. Shareholders can utilize the eASY.KSEI by accessing eASY.KSEI menu, Login eASY.KSEI submenu in the AKSes facility (https://akses.ksei.co.id/).
7. Prior to participating in the Meeting, shareholders must first read the terms presented in this Invitation, as well as other stipulations related to Meeting as authorized by the Company. Other terms can be found in the attached document on the ‘Meeting Info’ feature provided in the eASY.KSEI and/or Meeting invitations posted at the websites of the respective Company. The Company retains the rights to authorize more terms in relation to shareholders or shareholder representatives’ physical participation in the Meeting. 8. Shareholders who wish to physically attend the Meeting or exercise their voting rights through the eASY.KSEI, must first inform their attendance or the attendance of their appointed representatives, and/or submit their votes through the eASY.KSEI. 9. The deadline for declaring attendance, appointing representatives, or submitting votes through the eASY.KSEI is set at 12:00 pm Western Indonesian Time (WIB) 1 (one) business day before the Meeting’s date. 10. Prior to entering the Meeting room, all shareholders or their representatives who wish to physically participate in the meeting must first fill in the attendance list and show original proofs of identity.
11. The Meeting will be held as efficiently as possible without reducing the validity of the Meeting in accordance with the provisions of POJK No. 15/2020. The Shareholders who are unable to attend the Meeting and will give power of attorney to attend the Meeting (non-electronically), can provide the power of attorney to attend the Meeting, with the following conditions: a. The format of the power of attorney can be downloaded on the Company's website as of the date of the summons to the Meeting and the power of attorney must be filled in according to the instructions stipulated therein and submitted to the Board of Directors of the Company through PT ADIMITRA JASA KORPORAas the Company's Securities Administration Bureau (“BAE”), no later than before 16:00 Western Indonesia Time, September 8, 2021, namely 1 (one)business days before the Meeting is held;
b. For the Company’s shareholders who signed the power of attorney abroad, the pertaining power of attorney must be legalized by the Indonesian Embassy/Consulate General of the Republic of Indonesia in the local country;
12. For Shareholders (individual/legal entity)/Proxies who are physically present, are requested to bring the following documents: a. For individual Shareholder, copy of 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, and Single Business Number (NIB)/Tax Identification Number (NPWP);
c. For Proxy, a valid power of attorney enclosed with a copy of respective identification documents of the authorizer and the attorney. 13. Shareholders who wish to attend or authorize a representative to attend the Meeting electronically through the eASY.KSEI must consider the following points: a. Registration Process: i. Local individual shareholders who have not provided their attendance declaration before the deadline mentioned on item 9, but wish to attend the Meeting electronically, must first register their attendance through the eASY.KSEI during the date of the Meeting and before the time that the Company ends the Meeting's electronic registration; ii. Local individual shareholders who have provided their attendance declaration but have not submitted their vote on a minimum of 1 (one) of the Meeting agendas through the eASY.KSEI before the deadline mentioned on item 9 and wish to attend the Meeting electronically, must first register their attendance through the eASY.KSEI during the date of the Meeting and before the time that the Company ends the Meeting's electronic registration; iii. Shareholders who have authorized the Company’s Independent Representative or an Individual Representative but have not submitted their vote on a minimum of 1 (one) of the Meeting agendas through the eASY.KSEI before the deadline mentioned on item 9 and wish to attend the Meeting electronically must first register their attendance through the eASY.KSEI during the date of the Meeting and before the time that the Company ends the Meeting's electronic registration; iv. Shareholders who have authorized an Intermediary Participant Representative (Custodian Bank or Securities Company) and have submitted their vote through the eASY.KSEI before the deadline mentioned on item 9 are required to request their registered representatives in the eASY.KSEI to register their attendance through the eASY.KSEI during the date of the Meeting before the time that the Company ends the Meeting's electronic registration; v. Shareholders who have submitted their attendance declaration or authorized a Company-appointed Independent Representative or Individual Representative and have provided their votes for a minimum of 1 (one) of the Meeting agendas through the eASY.KSEI before the deadline mentioned on item 9 do not need to electronically register their attendance through the eASY.KSEI on the Meeting’s date. Shares’ ownership will be automatically calculated as an attendance quorum and submitted votes will be automatically counted during the Meeting’s voting process; vi. Lateness or electronic registration failures, as mentioned in points number i - iv, for whatever reason that cause shareholders or their representatives to not be able to electronically attend the Meeting, will prevent their shares from being counted as a quorum for the Meeting;
b. Electronic Statements or Opinions Submission Process: i. Shareholders or their representatives are provided 3 (three) opportunities to present their questions and/or opinions in discussion in each Meeting agendas. Questions and/or opinions on each of the Meeting agendas can be submitted in writing by the Shareholders or their representatives through the chat feature in the ‘Electronic Opinions’ made available in the E-Meeting Hall screen of the eASY.KSEI. Questions and/or opinions can be given as long as the Meeting’s status in the ‘General Meeting Flow Text’ status is written as “Discussion started for agenda item no. [ ]”; ii. The mechanism of handling questions and/or opinions through 'Electronic Opinion' screen in the eASY.KSEI is determined by the Company and will be stipulated by the Companyin the Meeting Guidelines through the eASY.KSEI; iii. Shareholders’ representatives who electronically attend the Meeting and submit a question and/or opinion during a discussion session of one of the Meeting agendas are required to type in the name of the shareholder and amount of shares they represent first before they write their respective questions and/or opinions; c. The Electronically Voting Process: i. The voting process will be conducted electronically through the E-Meeting Hall menu, Live Broadcasting submenu of the eASY.KSEI; ii. Shareholders or their representatives who have not submitted their votes on the particular Meeting agenda, as mentioned in item 13 letter a number i - iii, are given an opportunity to submit their votes as the Company opens the voting period in the E-Meeting Hall screen of the eASY.KSEI. After the electronic voting period for one of the Meeting agendas is started, the system will automatically count down the voting time by a maximum of 5 (five) minutes. During the electronic voting time, a “Voting for Agenda item no [ ] has started” status would be displayed at the ‘General Meeting Flow Text’ column. Shareholders or their representatives who have not submitted their votes during a specific Meeting agenda after the ‘General Meeting Flow Text’ column’s status has changed to “Voting for Agenda item no  has ended” will be considered to give an Abstain vote for the related Meeting agenda; iii. The voting time in th electronic voting process is a standardized time set by the eASY.KSEI. Voting time for each of Meeting agendas (with a maximum of five minutes per Meeting agenda) and will be stipulated in the MeetingGuidelines through the eASY.KSEI; d. Live Broadcast of the Meeting: i. Shareholders or their representatives who have been registered in the eASY.KSEI no later than the deadline mentioned on item 9 can watch the Meeting live via Zoom in webinar format by accessing the eASY.KSEI menu, submenu Tayangan RUPS in the AKSes facility (https://akses.ksei.co.id/);
ii. Tayangan RUPS has a capacity of 500 participants provided in a first come, first serve basis. Shareholders or their representatives who could not be accommodated in the Meeting’s broadcast are still considered to have electronically attended the Meeting and their share ownerships and votes are still counted, as long as they have registered through the eASY.KSEI, as specified above in item 13 letter a number i - v; iii. Shareholders or their representatives who only watch the Meeting through Tayangan RUPS but were not electronically registered as participants in the eASY.KSEI, as specified above in item 13 letter a number i - v, will not be considered as a legal participant and are not counted as part of the Meeting’s quorum; iv. Shareholders or their representatives who watch the Meeting through Tayangan RUPS can use the raise hand feature to submit questions and/or opinions during the discussion sessions for each of the Meeting agendas. Shareholders or their representatives can directly ask questions or voice their opinions if the Company has allowed and activated the allow to talkfeature. Mechanisms for discussion on each of the Meeting agendas, including the use of the allow to talk feature in Tayangan RUPS are determined by the Company and will be stipulated by the Companyin the Meeting Guidelines through the eASY.KSEI; v. Shareholders or their representatives are encouraged to use the Mozilla Firefox browser for the best experience in using the eASY.KSEI and/or Tayangan RUPS. 14. The Shareholders of the Company are not entitled to grant power of attorney to more than one proxy for a portion of the total shares they own with a different vote, except: a. Custodian Bank or Securities Company as Custodian representing its clients who own the shares of the Company;
b. Investment Managers who represent the interests of the Mutual Funds they manage. 15. 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 the Applicable Covid-19 prevention and control regulations, the Company hereby conveys additional information to the Shareholders/Proxies who will still physically present at the Meeting to must follow and pass the security and health protocols applicable to the Meeting venue as follows: a. Upon arrival, must provide a Certificate of Covid-19 Rapid Antigen Test/PCR Swab showing QR code 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 1 (one) day prior to the Meeting date (for PCR Swab Test);
b. Properly wear a mask while in the Meeting venue and during the Meeting;
c. Wash hands or using a hand sanitizer before entering the Meeting venue;
d. 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;
e. Fill in the Health Statement provided by the registration officer before entering the Meeting venue, stating that he/she does not have a history of overseas travel within 14 (fourteen) days before attending the Meeting;
f. Follow the direction from the Meeting committee in implementing the physical distancing policy at the Meeting venue both before the Meeting begins, at the time of the Meeting and after the Meeting is being held;
g. Shareholders/Proxies who are sick even though their body temperature is still within the normal threshold, are not allowed to enter the Meeting venue;
h. Shareholders/Proxieswhocoughorsneeze repeatedlyat the Meeting venue are kindly requested to leave the Meeting venue;
i. For health reasons with the reference of integrated control to prevent the spread of Covid-19 Virus, Company does not provide foods and drink, and souvenirs, in physical form to the shareholders or proxies who are present at the Meeting;
j. The Company will announce on its website, if there is a change and/or additional information related to the Meeting procedure based on the latest conditions and developments regarding integrated handling and control to prevent the spread of COVID-19 virus.
Jakarta,September 2, 2021 Board of Directors PT ERA MANDIRI CEMERLANG Tbk