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Pemanggilan RUPST 25 Agustus 2021 | Corporate News | PT Era Mandiri Cemerlang
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Corporate News

Summons Of Annual GMS August 25th 2021

Summons Of Annual GMS August 25th 2021

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, August 25, 2021;
Time : 10.00 WIB on wards;
Venue :
Gambir Room, Mezzanine Floor. Aston Pluit Hotel
Jl. Pluit Selatan No. 1, Jakarta Utara,14450
The Meeting agendas are as follows:
1. Approval and ratification of the Annual Report for the financial year ended December 31, 2020,
which consists 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 year
ended on December 31, 2020;
b. Financial Statements and ratification of the balance sheet as well as the calculation of profit
and loss for the financial year ended on December 31, 2020 as well as granting and 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 year ended on December31, 2020.
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 year ended on December 31, 2020.
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 year ending on December 31, 2021.
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 Activities and (iv)
Article 41 paragraph (1) letter a POJK No. 15/2020.
5. Changes in the composition of the Board of Directors and/or Board of Commissioners of the
Company.
Explanation: the above agenda is in accordance with the provisions of (i) Article 14 paragraph (3)
and paragraph (8), Article 17 paragraph (2) and paragraph (6) of the Company's
Articles of Association, and(ii) Article 8 in conjunction with Article 27 of the Financial
Services Authority Regulation No. 33/POJK.04/2014 concerning the Board of
Directors and Board of Commissioners of Issuers or Public Company.
6. 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 onAugust 3, 2021 and up to the Meeting’s date onAugust 25, 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 August 2, 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, August 24, 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. Proses Pemungutan Suara/Voting:

i.
The voting process will be conducted electronically through the EMeeting 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, souvenirs, and
Annual Reports 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, August 3, 2021
Board of Directors
PT ERA MANDIRI CEMERLANG Tbk
Corporate News Summons Of Annual GMS August 25th 2021
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(+6221) 6930017 / (+6221) 6930018
Fax: (+6221) 6930120
emc@indonesiaseafood.net
Ruko Lodan Center
Jl. Lodan Raya No.2, Blok F2-7
Ancol – Jakarta Utara, 14430
Indonesia

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