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March 25, 2020 8:31 PM

Invitation Annual General Meeting of Shareholders PT Waskita Karya (Persero) Tbk

Board of Directors of PT Waskita Karya (Persero) Tbk located in East Jakarta, Waskita Heritage Building, Jl. MT. Haryono Kav. No. 10 Cawang, East Jakarta 13340 (“Company”) hereby invite all of the Company’s Shareholders to attend Annual General Meeting of Shareholders (“Meeting”) which will be held on :

Day/Date        : Friday, April 17th, 2020

Time               : 14.00 WIB – finished

Venue             : Formerly : 

                         According to the Meeting Announcement dated March 11th, 2020 located in Auditorium Room, Waskita Heritage Building 11th Floor, 

                         Jalan MT. Haryono Kav. No. 10, Cawang, Jakarta, 13340.

                         Revised :

                         Meeting Room 6th Floor, Teraskita Hotel Jakarta, Jl. MT. Haryono Kav. No. 10A, Cipinang Cempedak, Jatinegara, East Jakarta, Jakarta 13340

 

These following Agendas :

  1. Approval of the Annual Report of the Company including Supervision Duty lmplementation Report of the Board of Commissioner during Financial Year of 2019 and Ratification of the Financial Statement of the Company Year 2019 also Ratification of the Annual Report including Financial Statement of Partnerships and Community Development Program Financial Year 2019.
  2. Determination of Utilization of the Company’s Net Profit Financial Year 2019.
  3. Appointment of Public Accounting Firm to Audit Financial Statement of the Company and Annual Report of Partnership and Community Development Program’s Implementation of Financial Year which ended on December 31st 2020.
  4. Determination of Board’s of Directors’ salary, Board of Commissioners’ honorarium, and bonus for Members of Board of Directors and Board of Commissioners of the Company.
  5. Approval of granting security in the form the Company assets for debt which constitutes more than 50% (fifty per cent) of the Company's net assets, in 1 (one) or more transaction, inter related or separate transactions, at present or in the future, in terms of obtaining facilities which will be received by the Company from Bank, Non-Bank Financial lnstitutions, and Public (through Securities other than Equity Securities through public offering)
  6. Approval of SOE Ministry Regulations PER-08/MBU/12/2019 dated December 12th, 2019 regarding General Guidelines of Goods and Services Procurement in State Owned Enterprise.
  7. Report on the use of proceeds of Bonds
  8. Amendment to the Article of Association of the Company.
  9. Approval of Changes in Management Structure.

 

With explanations as follows :

  1. For Meeting agenda-1 up to 4 is an annual agenda held at the Meeting, pursuant to the provisions in the Company's Article of Association and Law No. 40 Year 2007 concerning Limited Liability Companies (“UUPT”), with regards to Article 25 paragraph 1 of the Company's Articles of Association and Article 26 paragraph 1 lndonesia Financial Services Authority Regulation No. 32/P0JK.04/2014 as amended by lndonesia Financial Service Authority Regulation N0.10/P0JK.04/2017 on General Meeting of Shareholders of Public Company (“POJK No. 32/2014”).
  2. For Meeting agenda-5 is security granting which held to fulfill Article 102 UUPT, Article 25 paragraph (2) of the Company's Articles of Association, and Article 28 POJK/32/2014. The security grating plan is a transaction referred to Bapepam-LK Regulation No. IX.E.2 regarding Material Transaction and Changes in Core Business and Bapepam-LK Regulation No. IX.E.2 regarding Transaction with Affiliated Parties and Conflict of Interest on Certain Transaction, therefore the Company will comply to the regulations.
  3. For meeting agenda-6 is approval of SOE Ministry Regulations PER-08/MBU/12/2019 dated December 12th, 2019 regarding General Guidelines of Goods and Services Procurement in State Owned Enterprise.
  4. For Meeting agenda-7 is report regarding realization of fund resulting from Continuous Public Offering of Continuous Bonds lll Phase III Year 2018, also from Continuous Public Offering of Continuous Bonds lll Phase IV held in 2019 for the period of Financial Year 2019, carried out with regards to lndonesia Financial Service Authority Regulation No. 30/POJK.04/2015 concerning Report on the Realization of the Appropriation of Fund Resulting from Public Offering and Article 25 paragraph (1) of the Company's Articles of Association also Article 26 paragraph (1) POJK 32/2014.
  5. For Meeting agenda-8 is amendment to the Company's Articles of Association which is held to fulfill KBLI in order to add business activities in order to prepare tender participation with regards to Article 25 paragraph (5) juncto Article 28 paragraph (2) and (4) of the Company's Articles of Association and Article 27 POJK 32/2014.
  6. For meeting agenda-9 is held pursuant to the Company's Articles of Association, State-Owned Enterprises ('SOE") Minister Regulation No. PER-O2/MBU/02/2015 conceming Requirements, Procedures for Appointment, and Dismissal of SOE's Board of Commissioner and Board of Commisioners, and SOE Minister Regulation No. PER-03/MBU/02/2015 concerning Requirements, Procedures for Appointment, and Dismissal of SOE's Board of Directors, with regards to Article 25 paragraph (4) of the Company's Articles of Association.

 

Note :

  1. The Company does not send a separate invitation to the Shareholders because this lnvitation is deemed as an official invitation.
  2. Pursuant to Article 25 paragraph (7) of the Company's Articles of Association, those entitled to attend or be represented in the Meeting are Shareholders whose names are registered in the Company's Shareholders Register on March, 24th 2020 at 16.00 WlB, or the owners of securities account balances at the Collective Depository of PT Kustodian Sentral Efek lndonesia at the closing of shares trading on Tuesday, March, 24th 2020.
  3. In order to prioritize the principle of circumspection towards the current condition in the environment, the Company offers opportunity to the Shareholders who are not keen to attend the Meeting, to give the Power of Attorney to the independent parties, without reducing the Shareholder rights to attend, pass questions, opinions, and/or vote as well as give votes during the Meeting, and vote that delivered by the proxies during the Meeting will be calculated during the voting. 
    The Power of Attorney is given to the proxies with regards to Article 84 paragraph (4) Law Number 40 Year 2007 concerning Limited Liability Companies, which the proxies are not the member of Board of Directors, member of Board of Commissioners and the Company’s Employees.
  4. In terms of the Shareholders are unable to attend the meeting yet having questions/opinions, are allowed to write out the questions/opinions of the agenda on separate form as the attachment of the Power of Attorney letter.
  5. a. Company’s shareholders or the proxies who will attend the meeting are required to submit their identity card, for those who authorizes and is authorized, to the registration desk before entering the Meeting room. 
    b. For the Company's shareholders in the form of legal entities, they are obliged to bring a copy of the articles of association of the company and their amendments and the latest composition of the board.
    c. The Company’s Shareholders whose shares are included in the collective custody of the Indonesian Central Securities Depository are required to submit a Written Confirmation for the Meeting (“KTUR”) that can be obtained at the securities company or at the custodian bank where the Shareholders open their securities accounts.
  6. Pursuant to Article 15 POJK 32/2014, the materials to be discussed at the Meeting are available from the date of this Invitation up to the Meeting’s date, except materials regarding Meeting Agenda-9, which will be available at the latest on the date of Meeting. Copies of physical documents may be obtained at the Company’s Headquarters during office hours upon written request by the Company’s Shareholders.
  7. The Company supports the Government in preventing Covid-19 (Corona Virus) spread and will put maximum effort in making a healthy and safe environment to the Shareholders or the proxies of the Shareholders who will attend the Meeting. By maintaining alertness and providing comfortness, there will be standard procedure to all the invitees before entering the Meeting room. i.e : 
    1. The Shareholders may download the Power of Attorney form in the Company’s website  https://investor.waskita.co.id/gms.html and may fill and send the form by email:
      rups2019@waskita.co.id
      DM@datindo.com
      The original version of the Power of Attorney is required to be delivered to the Company’s Securities Administration Bureau PT Datindo Entrycom, located in  Jl. Hayam Wuruk No. 28, Jakarta 10120 up Data Management Departement no later than 3 (three) days before the Meeting which is April 14th  2020.
    1. The Shareholders who will attend the meeting may ask questions by email as written on the point a. above, and the questions will be presented during the Meeting by the proxies of the Shareholders and will also be written on the Resume of the Meeting by the Notary, and the answer of the questions will be answered no later than 3 days after the Meeting.
    2. The Notary and BAE will check and count all the agenda’s votes during the Meeting, accordance to the Power of Attorney letter from the Shareholders as written on point a. above.
    3. This preventive action will not prohibit the Shareholders who wants to attend the Meeting, nevertheless will comply to the restriction based on the Government’s protocol that implemented by the Building Management or the local Authority.
    4. The Shareholders and the Proxies of the Shareholders are kindly requested to be at the Meeting venue at least 45 minutes before the meeting begins and willing to do the Thermal Check before entering the Meeting room. If the body temperature is above 37,5 degree celcius, the invitee is kindly required to leave the Meeting venue to get further action.
    5. The Shareholders and the Proxies of the Shareholders do not have travel history to the Countries infected by COVID-19 accordance to the World Health Organization (WHO) data and the Ministry of Health of the Republic of Indonesia within 14 (fourteen) days before attending the Meeting.
    6. To the Shareholders who have travel aboard within 1 month, are expected to not attend the Meeting and may give the Proxies who comply to the 1st and 2nd requirement above, and also do not have travel history aboard within 1 month, through the BAE.
    7. The Shareholders or the Proxies of the Shareholders are healthy and will complete the Medical Declaration form that will be given by The Company.
    8. The company will provide hand sanitizer and face mask in the Meeting venue that will be given to the invitee during the registration.
    9. The Company will sterilize the Meeting venue with Disinfectant spray before and after the Meeting.
    10. The Company will provide observation room and medical staffs for emergency.

 

Jakarta, March 26th 2020

BOARD OF DIRECTOR

PT WASKITA KARYA (PERSERO) Tbk