MEDIA
SUMMONS OF AGM AND EGM
23 June 2020
SUMMONS
TO ALL SHAREHOLDERS OF
PT TOTAL BANGUN PERSADA Tbk
(“Company”)
The Board of Directors of the Company hereby summons and invites The Company’s Shareholders to attend The Annual General Meeting of Shareholders (“AGM”) and The Extraordinary General Meeting of Shareholders (“EGM”) (collectively referred as “Meeting”) which will be held:
Day/ Date : Wendesday/ July 15, 2020
Time : 10.00AM - finish
Venue : PT Total Bangun Persada Tbk, Gedung TOTAL 8th Floor,
Jl. Letjen. S. Parman No. 106A, Jakarta 11440
As a manifestation of the Company's compliance with the policies set by the Government of the Republic of Indonesia in carrying out efforts to prevent the spread of the Corona Virus Disease (COVID-19), as well as weighing the direction of the Government of the Republic of Indonesia by conducting Social / Physical Distancing during the period of The Large-Scale Social Limitation ("PSBB") as well as the Circular Letter of The Financial Services Authority (“OJK”) Number S-124/D.04/2020 dated April 24, 2020 concerning Certain Conditions in Organizing an Electronic General Meeting of Shareholders of the Public Company, the Company will hold a Meeting using E-Proxy Electronic General Meeting System KSEI (eASY.KSEI) facilitated by PT Kustodian Sentral Efek Indonesia (“KSEI”) and limit the attendance of Shareholders.
In this regard, the Company urges all Shareholders who intend to attend the Meeting by granting power of attorney through e-Proxy provided by PT Kustodian Sentral Efek Indonesia ("KSEI") for scriptless Shareholders whose shares are held in KSEI collective custody or by filling in the form of Power of Attorney provided by the Company which can be downloaded at the Company's website www.totalbp.com.
MEETING AGENDA
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS (AGM)
#1. Approval of The Annual Report, including The Report of The Board of Commissioners and Ratification of The Company’s Consolidated Financial Statements Ended December 31, 2019.
Explanation:
This Agenda is proposed to fulfill the provision of Article 69 paragraph (1) of Law No. 40 of 2007 concerning Limited Liability Companies ("UUPT") and Article 12 paragraph (2) points a and b also Article 12 paragraph (3) of the Company's Articles of Association.
#2. Approval for plans in utilization of The Company’s net profit for the fiscal year 2019.
Explanation:
This Agenda is proposed to fulfill the provisions of article 70 and 71 of Law No. 40 of 2007 concerning Limited Liability Companies ("UUPT") also Article 12 paragraph (2) point c and Article 23 of the Company's Articles of Association.
#3. The Appointment of a Public Accounting Firm to Audit The Company’s Fiscal Year, Which Will End On December 31, 2020.
Explanation:
This Agenda is proposed to fulfill the provisions of Article 59 paragraph (1) of the Financial Services Authority Regulation Number 15/POJK.04/2020 concerning Plans and Organization of a Public Company Shareholders General Meeting also Article 12 paragraph (2) of the Company's Articles of Association.
#4. Determination of salaries and other allowances for the members of the Board of Directors and honoraria for the members of the Board of Commissioners.
Explanation:
This Agenda is proposed in connection with Articles 96 and 113 of the Limited Liability Company Law, Article 16 paragraph 6 and 19 paragraph 6 of the Company's Articles of Association as well as the Financial Services Authority Regulation Number 34/POJK.04/2014 regarding Nomination & Remuneration Committee of Issuers or Public Companies.
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS (EGM)
Amendment to the Company's Articles of Association
Explanation:
This Agenda is proposed in connection with The Government Regulation No.24 of 2018 concerning Electronic Integrated Business Licensing Services, and Joint Announcement of the Ministry of Law and Human Rights of the Republic of Indonesia c.q. Directorate General of General Legal Administration and Coordinating Ministry for Economic Affairs of the Republic of Indonesia c.q. Online Single Submission Institute in order to adjust the Company's business field regulated in the Indonesia Standard Industrial Classification (KBLI) 2017, along with article 57 of the Financial Services Authority Regulation Number 15/POJK.04/2020 concerning Plans and Organization of a Public Company Shareholders General Meeting.
Explanation of attendance quorums and decisions:
- Meeting can be held if attended by more than ½ (one half) of the total number of shares issued by the Company Shareholders or authorized Shareholder’s attorney representation; While the EGM is valid if attended by Shareholders or its authorized Proxy with at least 2/3 (two thirds) of the total number of shares with valid voting
- Resolutions of the Meeting are taken based on amicable consensus. In the event that an amicable consensus is not reached, the decision will be done though voting. The resolution of the AGM is valid if approved by more than ½ (one half) of the total number of shares with valid voting rights present at the Meeting. The resolution of the EGM is valid if approved by more than 2/3 (two thirds) of the total number of shares with valid voting rights that are present at the Meeting.
Notes:
- In connection with the organization of the Meeting, the Company will not send separate invitations to each of the Company’s Shareholders, and thus this advertisement serves as an official and valid invitation for all of the Company’s Shareholders.
- Meetings will be held with reference to OJK Regulation No.15/POJK.04/2020 concerning Plans and Organization of a Public Company Shareholders General Meeting, OJK Regulation No.16/POJK.04/2020 concerning the Implementation of the Electronic General Meeting of Shareholders of Public Companies and OJK Letter No. S-124 / D.04 / 2020 dated 24 April 2020 concerning Certain Conditions in Organizing an Electronic General Meeting of Shareholders of the Public Company.
- The Meeting held will use E-Proxy Electronic General Meeting System KSEI (eASY.KSEI) facilitated by PT Kustodian Sentral Efek Indonesia (“KSEI”).
- Shareholders entitled to attend or be represented by the Power of Attorney in the Meeting are Shareholders or legal proxy from Shareholders whose names are registered in the Register of Shareholders of the Company on Monday, June 22, 2020 until 04:00 PM.
- Provision of power of attorney to the authorized proxies is to be accompanied by questions to be asked by the Shareholders or statements in connection with the Meeting agenda (if any).
- Meeting Materials can be downloaded directly on the Company’s website www.totalbp.com from the date of this Summons until the date the Meeting is held.
Power of Attorney:
By prioritizing the principle of prudence and vigilance towards the development of the latest conditions related to the Corona Virus Disease pandemic (COVID-19) and in consideration to the suggestion from the Government of the Republic of Indonesia to practice Social / Physical Distancing during the PSBB period, and other related regulations, the Company hereby appeals to Shareholders to authorize the presence and voting, and submit questions owned by referring to the following provisions:
- The Company provides 2 (two) types of power of attorney to Shareholders, namely:
- Conventional Power of Attorney which can be downloaded through the Company’s website www.totalbp.com.
Conventional Power of Attorney, a Power of Attorney form which includes voting as well as questions for each agenda item. The Power of Attorney that has been completed and signed by the Shareholders along with the supporting documents can be submitted to the Company and/ or PT Adimitra Jasa Korpora at least 3 (three) working days before the Meeting or on Friday, July 10, 2020 at 04:00 PM via email to corsec@totalbp.com and/ or opr@adimitra-jk.co.id. Power of Attorney received after that time is deemed not fulfilling the requirements to be used by the Power of Attorney to attend the Meeting. Shareholders can provide their power of attorney to an independent party appointed by the Company. Information regarding the recipients of independent powers appointed by the Company can be obtained through the Company’s website www.totalbp.com.
- Through e-Proxy which can be accessed electronically on the platform eASY.KSEI through www.ksei.co.id.
A power of attorney system provided by KSEI to facilitate and integrate Proxy from scripless Shareholders whose shares are held in KSEI Collective Custody to their proxies electronically. The Power of Attorney who is available at is an independent party appointed by the Company. Power of attorney based on e-proxy can be submitted via the website in the link https://akses.ksei.co.id not later than on Tuesday, July 14, 2020, at 12:00 AM.
- Members of the Board of Directors, members of the Board of Commissioners and employees of the Company may act as the power of attorney of the Shareholders of the Company in the Meeting, however the votes they give as the power of the Shareholders will not be counted in the vote.
- Representative Shareholders in the form of legal entities (“Legal Entity Shareholders”) must submit:
- Photocopy of Legal Entity Shareholders’ statutes which are in force at the time the Meeting is held;
- Photocopy of the deed of appointment of members of the board of directors that is valid at the time of the Meeting, along with the evidence of notification and registration to the relevant authority, including but not limited to notification to the Minister of the Law and Human Rights of the Republic of Indonesia (“Menkumham”);
To the Company and/ or PT Adimitra Jasa Korpora via email to corsec@totalbp.com and/ or opr@adimitra-jk.co.id at least on Friday, July 10, 2020 at 4:00 PM.
- Only the Power of Attorneys that are validated as Shareholders of the Company are entitled to attend with a Power of Attorney at the Meeting and will be counted as a quorum for decision making.
Jakarta, June 23, 2020
PT TOTAL BANGUN PERSADA Tbk
The Board of Directors