Notice of the Annual General Meeting of Shareholders will hold on 20 July 2022
Notice of theAnnual 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”), hereby invited the Company’s shareholders to attend the Annual General Meeting of Shareholders (“Meeting”), which will be held on:
Day/Date : Wednesday, July 20, 2022;
Time : 10.00 WIB onwards;
Venue : Aston Pluit Hotel and Residence,Gondangdia and CikiniMeeting Room Jl. Pluit SelatanNo. 1, North Jakarta 14450, Indonesia
The Meeting agendasare as follows:
1. Approval and ratification of the Annual Report for thefinancialyearendedDecember 31, 2021, whichconsists of: a. Report on the management of the Company by the Board of Directors and the Report on the supervision of the Company by the Board of Commissioners for the financial yearended on December 31, 2021; b. Financial Statements and ratification of the balance sheet as well as the calculation of profit and loss for the financial yearended on December 31, 2021 as well as grantingand release and full acquittal (acquit et de charge) to all members of the Board of Directors and members of the Board of Commissioners of the Company for the management and supervision actions they have taken for the financial yearended on December31, 2021. Explanation: the above agenda is in accordance with the provisions of (i) Article 9 paragraph (4) letter a and letter b of the Company's Articles of Association, (ii) Article 66 paragraph (1) and Article 69 paragraph (1) of Law Number 40 of 2007 concerning Limited Liability Companies as amended by Law number 11 of 2020 concerning Job Creation (“UU PT”) and (iii) Article 41 paragraph (1) letter a Financial Services Authority Regulation Number 15/POJK.04/2020 concerning the Plan and the Implementation of the General Meeting of Shareholders of Public Company (“POJK No. 15/2020”).
2. Determination of the Company's profit and loss for the financial yearended on December 31, 2021. Explanation: the above agenda is in accordance with the provisions of (i) Article 9 paragraph (4) letter c of the Company's Articles of Association, (ii) Article 70 and Article 71 paragraph (1) of the Company Law and (iii) Article 41 paragraph (1) letter a POJK No. 15/2020.
3. Determination of the amount of salary and other benefits for members of the Board of Directors and members of the Board of Commissioners of the Company. Explanation: the above agenda is in accordance with the provisions of (i) Article 14 paragraph (11) and Article 17 paragraph (9) of the Company's Articles of Association, (ii) Article 96 and Article 113 of UPT and (iii) Article 41 paragraph (1) letter a POJK No.15/2020.
4. Appointment of Public Accountant who will audit the Company's financial statements for the financial yearending on December 31, 2022. Explanation: the above agenda is in accordance with the provisions of (i) Article 9 paragraph (4) letter d of the Company's Articles of Association, (ii) Article 68 of the Company Law, (iii) Article 13 of POJK No. 13/POJK.03/2017 concerning the Use of Public Accountants and Public Accounting Firms in Financial Services Activitiesand(iv)Article 41 paragraph (1) letter a POJK No. 15/2020.
5. Approval of changes in theuse of proceedsfromthePublicOffering of shares. Explanation: theaboveagenda is in accordancewiththeprovisions of (i) Article 9 paragraph (4) letter f of theCompany'sArticles of Association, and(ii)Article 9 POJK 30/POJK.04/2015 concerning Report on theRealization of theUse of ProceedsfromthePublicOffering.
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 Invitationdate onJune 28, 2022anduptotheMeeting’sdate onJuly 20, 2022, as theCompanyinformedabove. 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 theStockExchange’sclosinghour on June 27, 2022. 4. Shareholderscanparticipate 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, LogineASY.KSEIsubmenu in theAKSesfacility (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 otherstipulationsrelatedto Meeting as authorizedbytheCompany. 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, July 19, 2022, namely1 (one)businessdaybeforethe 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: Local individual shareholders who have not provided their attendance declaration before the deadline mentioned on item 9, but
i. 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 writingbytheShareholdersortheirrepresentativesthroughthechatfeature 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 theeASY.KSEI is determinedbytheCompanyandwill be stipulatedbytheCompanyin the Meeting Guidelinesthrough 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. Proses Pemungutan Suara/Voting:
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 theparticular Meeting agenda, as mentioned in item 13letter a numberi - 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 foreach of Meeting agendas (with a maximum of fiveminutesper Meeting agenda) andwill be stipulatedin the MeetingGuidelinesthroughtheeASY.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 theAKSesfacility (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 registeredthroughtheeASY.KSEI, as specifiedabove in item 13letter a numberi - v;
iii. Shareholders or their representatives who only watch the Meeting through Tayangan RUPS but were not electronically registered as participants intheeASY.KSEI, as specifiedabove in item 13letter a numberi - 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. Mechanismsfordiscussion on each of the Meeting agendas, includingtheuse of theallowto talk feature in Tayangan RUPSaredeterminedbytheCompanyandwill be stipulatedbytheCompanyin the Meeting GuidelinesthroughtheeASY.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. TheShareholders 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 conditionsrelatedtothe 2019 CoronaVirusDiseasepandemic (“Covid-19”), andcompliancewiththeApplicableCovid-19 preventionandcontrolregulations, theCompanyherebyconveys 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 show the proof of having received the Covid-19 vaccination (second dose) and must use theapplication ofPeduliLindungi;
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. Not currentlyhaving a body temperatureabove 37,5º C based on theCompany'sexamination;
e. Fill intheHealth Statement providedbytheregistrationofficerbeforeenteringthe Meeting venue;
f. Followthedirectionfromthe Meeting committee in implementingthephysicaldistancingpolicy at the Meeting venuebothbeforethe Meeting begins, at the time of the Meeting andafterthe Meeting is beingheld;
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 healthreasonswiththereferenceofintegratedcontroltopreventthespreadof Covid-19 Virus, Company does not providefoodsanddrink, souvenirs, andAnnualReports in physicalformtotheshareholdersorproxieswho are presentattheMeeting;
j. TheCompanywillannounce 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,June 28, 2022 Board of Directors PT ERA MANDIRI CEMERLANG Tbk