Board of Director of PT Waskita Karya (Persero) Tbk. (“the Company”), located in Jl. MT. Haryono, Kav No. 10, Cawang, Jakarta, hereby invites the shareholders to attend the Annual General Meeting of Shareholders (“The Meeting”) which will be held on:
Day/Date : Friday, 6 April 2018
Time : 14.00 PM – finished
Venue : Multipurpose Room, Waskita Building 11th Floor, Jl. MT. Haryono, Kav No. 10 Cawang, East Jakarta
With The Meeting agenda as follows:
- Approval of the Company Annual Report, Supervisory Report of the Board of Commissioners for Fiscal Year of 2017, and Approval of the Company’s Financial Statements for Fiscal Year of 2017, and Approval of the Company’s Annual Report including the Company’s Partnership Program and the Company’s Community Development Report for Fiscal Year of 2017;
- Approval on the Company’s Net Income Allocation for Fiscal Year of 2017;
- The Appointment of Public Accountant Firm to audit the Company’s Financial Statements and Annual Report of Implementation of the Company’s Partnership Program and the Company’s Community Development Report for the fiscal year ended on December 31st 2018;
- Determination of the Directors' remuneration, fees for the Board of Commissioners and performance bonus for the Board of Directors and Member of the Board of Commissioners;
- Approval on delegations of authorities to the Board of Commissioners to increase the issued and paid in capital for the Management and Employee Stock Option Plan (MESOP);
- Approval to guarantee more than 50% (fifty percent) of the Company’s current and upcoming net asset / equity to obtain the facilities that the Company will receive from Bank, Non-Bank Financial Institution, and Publics (Through Non-Equity Securities Public Offering);
- Approval on Ratification of the State Owned Enterprise Minister Regulations;
- Report on the Use of Proceed from Rights Issue and Bond;
- Approval on Changes in the Company’s Article of Association;
- Approval on Changes in Composition of the Board of the Company.
With Explanation as follows:
- Meeting Agenda Number 1 to Number 4 are routine Agendas of the Company’s Annual General Meeting of Shareholders in accordance to Article of Association of the Company and The State Regulation No. 40 of 2007 about Limited Liability Company.
- For The Meeting Agenda Number 5 Approval on delegation of authorities to Board of Commissioners to increase the issued and paid in capital for the Management and Employee Stock Option Plan which will be held on each May and November until 2018.
- For The Meeting Agenda Number 6 Approval to guarantee more than 50% (fifty percent) of the Company current and upcoming net asset / equity to obtain the facilities that the Company will receive from Bank, Non-Bank Financial Institution, and Publics (Through Non-Equity Securities Public Offering) in order to obtain additional financing for working capital and Company investment.
- For Meeting Agenda Number 7 on Approval of ratification of State Owned Enterprise Minister Regulation, such as PER-03/MBU/08/2017, and PER-04/MBU/09/2017.
- For Meeting Agenda Number 8 on Report on the Use of Proceed from Rights Issue and Bonds whereas the Limited Public Offering 1 in order of the issuance of Right Issue held in 2015, Phase I,II, and III of Continuous Public Offering II of Bonds and Phase I of Continous Public Offering III of Bonds held in 2017.
- For Meeting Agenda Number 9 Approval on Changes in the Company’s Article of Association will be held in due to the changes in Company’s Article regarding the limitation of authorities in the Company, changes in shares classification, additional of clause “changes of shares ownership in Company’s subsidiaries”, in matters which requires approval from Board of Commisioner or Board of Commisioner along with the Golden Shares Series A Shareholders and changes of the rights of Golden Shares Series A Shareholders.
- For Meeting Agenda Number 10 Approval on Changes in Composition of the Board of the Company will be implemented in accordance to the Company Article of Association and State Owned Enterprise Minister Regulation Number PER-02/MBU/2/2015 Regarding The Conditions and Procedures of Appointment and Discharge of The Board of Directors and Board of Commissioners, and also State Owned Enterprise Minister Regulation Number PER-03/MBU/02/2015 Regarding The Conditions and Procedures of Appointment and Discharge of The State Owned Enterprises’ Board of Directors.
- The Company will not send individual invitations to the Shareholder of the Company because of this invitation advertisement will be treated as an official invitation.
- According to the Article 25 paragraph 7 of the Company’s Article of Association, those who have the rights to attend or to represent and to vote in The Meeting are the Shareholders whose names are included in the List of The Shareholder of the Company on March 14, 2018, until 16.00 Western Indonesian Time.
- a. Shareholders who do not attend The Meeting can be represented by his/her representative who brings Letter of Authority, in conditions that the member of Board Directors, Board of Commisioners, and Employees can be acted as a representation of the Shareholders at The Meeting, however their votes will not be taken into account in the Voting Process
b. The Form of letter of Authority can be obtained during the working hour at the Company’s Security Administrator Bureau
PT Datindo Entrycom
Jl. Hayam Wuruk No. 28, Jakarta, 10120
Telepon 021 – 350 8077 Faksimili 021 – 350 8078
- Shareholders or Representatives who will attend the meeting required to bring and handed a copy of Identity Card to the registration officer before entering The Meeting venue. For Shareholders in the collective custody required to show Written Confirmation for The Meeting or KTUR which can be obtain from the member of the Capital Market or Bank Custody.
- For Shareholder in form of Legal Entity required to bring a complete copy of its Article of Association and Its latest as well as the updated composition of the board
- Under the Article 15 of Otoritas Jasa Keuangan Regulation Number 32/POJK.04/2014 on Planning and Implementation of Annual General Meeting of Shareholders (“POJK No. 32”), Meeting Agenda should be available from the date on invitation until The Meeting, except for Agenda Number 10 in accordance to Article 15.7.b POJK No. 32, will be available no later than the day of The Meeting will be held. The Agenda of The Meeting can be obtain at the Head Office of the Company during the working hour with written request from the Shareholders of the Company.
- In order to facilitate the smooth conduct of The Meeting, Shareholders and Representatives are requested to come 30 (thirty) minutes before the meeting begins.
Jakarta, 15 Maret 2018
PT WASKITA KARYA (PERSERO) Tbk