Invitation Annual General Meeting of Shareholders 2023

By paying attention to the Instruction of the Minister of Home Affairs Number 53 of 2022 concerning the Prevention and Control of Corona Virus Disease 2019 during the Transition Period Towards Endemic, the Company hopes for the understanding of Shareholders who wish to participate in the Meeting so that they attend electronically or provide power of attorney or vote through the eASY.KSEI platform is facilitated by KSEI or the Company's Securities Administration Bureau, namely PT. Electronic Data Interchange Indonesia. Shareholders who provide their power of attorney can cast their votes for each item on the agenda of the Meeting in accordance with applicable regulations; these votes will be counted at the time of decision-making.

 

This Meeting will be held with restrictions on the physical presence of Shareholders. Shareholders or their proxies who wish to remain physically present must send a registration email to corporatesecretary@mayora.co.id to obtain a permit to enter the building and meeting room if the attendance quota is still available.

 

The Company has the right only to accept Shareholders who carry the said permit. Shareholders must bring valid identification (Original and Copy) and leave the building where the Meeting is held immediately after the Meeting is closed. For details, please read the notes contained in this Call. The Meeting will be held on Tuesday, June 13 2023, at the Mayora Group office, Jl Daan Mogot KM 18, West Jakarta, at 13.30 WIB.

 

The agenda or agenda of this Annual GMS are as follows:


  1. Approval of the Board of Directors' Annual Report, including the Consolidated Financial Statements and the Supervisory Report of the Company's Board of Commissioners for the December 31, 2022 financial year. 

  2. Determination of the use of profits for the 2022 financial year and granting power of attorney to the Company's Directors to determine its implementation in accordance with applicable laws and regulations.

  3. Appointment of a Public Accountant and Public Accounting Firm for the 2023 financial year and granting authority to the Company's Commissioners in connection with the appointment agenda.

  4. Approval of the determination of remuneration for members of the Board of Directors and Commissioners of the Company.

  5. Reappointment or change in the composition of the Company's Board of Commissioners.


Explanation :


Proposals for agenda 1 are: Approving the Board of Directors Annual Report, including the Consolidated Financial Statements and the Supervisory Report of the Company's Board of Commissioners for the financial year ending December 31, 2022. Thus providing full release and discharge of responsibility to members of the Board of Directors and Board of Commissioners for the management and supervision carried out during the 2022 financial year, as these actions are reflected in the 2022 Annual Report and Financial Statements.

 

Proposals from the 2nd agenda are: distributing cash dividends to all shareholders by taking into account the following:


  • Earned profits,

  • Total cash and financial condition of the Company,

  • Capital plans and budgets in the coming year.


Proposals from the 3rd agenda are: Approving the appointment of Public Accountant Ahmad Syakir and Public Accountant Office Mirawati Sensi Idris to conduct audits of the Company's Financial Statements for the financial year ending December 31, 2023, and authorize the Company's Directors to determine the honorarium and requirements others, as well as authorizing the Commissioner of the Company to appoint a Public Accountant and/or Public Accountant Firm in the event of a condition for any reason whatsoever, taking into account the recommendations of the Audit Committee.

 

The proposal from the 4th agenda is: to authorize the Company's Commissioners to determine the remuneration for members of the Company's Directors and Commissioners by taking into account the recommendations from the Company's Nomination and Remuneration Committee with the provisions that the amount of salary or honorarium and allowances for the Board of Commissioners is: not greater than 50% of the amount of compensation or honorarium and allowances received by the Board of Directors of the Company.

 

The proposal from the 5th agenda is: to approve the reappointment of the Company's Board of Commissioners. This is in connection with the end of the term of office of the currently serving Board of Commissioners.


Notes :


  1. The Company does not send separate invitations to Shareholders. This summons is an official summons for all the Company's Shareholders. This notice can also be seen on the Company's website, PT. Indonesia Stock Exchange and the eASY.KSEI application.


  1. Meetings are held regarding:

    • POJK Number: 15/POJK.04/2020, dated April 20, 2020, concerning Plans and Implementation of a General Meeting of Shareholders.
    • POJK Number: 16/POJK.04/2020, dated April 20, 2020, concerning the Implementation of an Electronic General Meeting of Shareholders of Public Companies.
    • Other regulations related to holding the Meeting.


  1. In relation to point 2, this Meeting will be held with a physical limitation on the attendance of the Shareholders or Shareholders' Attorney.

    • Shareholders or their proxies who will be physically present must send an email to corporatesecretary@mayora.co.id to ask if there is still a place available for them to attend the Meeting, are willing to comply with the health protocol enforced at the Meeting, are in good health, are not fever, cough or flu, meet other things that may exist and will be implemented in connection with changes in conditions that occur.
    • Shareholders can be physically present if the place is still available by bringing a Permit to enter the building and Meeting room which the Company will give through the Corporate Secretary. The letter and valid identification must be shown to the officer on duty during the Meeting. 
    • Only Shareholders or Shareholders' Proxies who comply with the security and health protocols imposed by the Company and the Building Management where the Meeting is held may enter the meeting room.
    • The Company and the management of the building where the Meeting is held have the right to take actions deemed necessary as a form of implementing the health and order protocol, including prohibiting Shareholders from entering the building or being at the meeting location if they do not comply with the provisions imposed
    • Before, during, and after the Meeting, while in the Mayora Group Building area, Shareholders who attend must maintain order, and follow the security/health protocols set by the government, the Building Manager, and the Company, including but not limited to following procedures examinations that are deemed necessary, must always wear a medical mask correctly, limit mobility, and other things related to the situation and conditions at the appropriate time.
    • With respect, we invite the Shareholders or their proxies to immediately leave the building where the Meeting is held after the Meeting is closed

  1. The Company understands that the President of the Republic of Indonesia has revoked the Imposing Restrictions on Community Activities status, and the World Health Organization has revoked the Covid-19 emergency status. However, the risk of transmission can still occur, and we all must remain vigilant. So without the intention of reducing the rights of Shareholders, the Company urges Shareholders who wish to participate in the Meeting to attend electronically, provide power of attorney, or vote through the eASY.KSEI platform, or to the Company's Securities Administration Bureau, namely PT. Electronic Data Interchange Indonesia.

  1. For the Meeting to start on time, at 13.30 WIB, the counting of votes for Shareholders who are entitled and wish to cast their votes at the Meeting will be closed at 13.20. Shareholders who attend the Meeting after 13.30 can continue participating, but the Shareholders' Votes are not counted in the quorum.

  2. Shareholders can give their power of attorney to the Company's Securities Administration Bureau, namely PT. Electronic Data Interchange Indonesia (PT. EDII) is an Independent Party appointed by the Company to represent Shareholders in meetings with a Power of Attorney, which can be downloaded on the Company's website or requested via email corporatesecretary@mayora.co.id or bae@edi-indonesia. co. id.

  3. Questions or responses submitted by the Shareholders or their Proxies can be read out at the Meeting and included in the minutes of the Meeting if deemed relevant by the Chairman of the Meeting.

  4. Shareholders entitled to attend or be represented at the Meeting are the Company's Shareholders whose names are registered in the Register of Shareholders and/or Shareholders whose names are registered in the securities sub-account at KSEI at the closing of share trading at PT. Indonesia Stock Exchange, Friday, 19 May 2023.

  5. The Company does not provide printed meeting materials. Materials related to the meeting agenda can be downloaded through the Company's website, mayoraindah.co.id, the website of the Indonesia Stock Exchange and the eASY.KSEI application since the summons for this Meeting until the Meeting is held. Exceptions and questions can be submitted via corporatesecretary@mayora.co.id

  6. The Company does not provide food/drinks or souvenirs to Shareholders.

  7. The Company may make changes and/or additional information regarding meetings in accordance with developments in conditions and government regulations that may be enforced. Additional information referred to (if any) will be seen on the Company's website after this Call.


Jakarta, May 22, 2023

PT. MAYORA INDAH Tbk.

Board of Director

Invitation Annual General Meeting of Shareholders 2023


Power Of Attorney


Code Of Conduct