Invitation Annual General Meeting of Shareholders 2024 and Extraordinary Annual General Meeting of Shareholders
The Company's Board of Directors invites Shareholders to attend the Annual General Meeting of Shareholders and Extraordinary General Meeting of Shareholders which will be held physically and electronically via the eASY.KSEI application.
The physical presence of Shareholders will be held considering the capacity of the meeting room. Shareholders or their proxies who want to be physically attend are required to send a registration email no later than Monday 10 June 2024 at 14.00 WIB via email corporatesecretary@mayora.co.id to receive confirmation of attendance if the attendance quota is still available. This preventive action is implemented by paying attention to the orderliness and smooth running of the Meeting as well as the comfort of the Meeting participants.
The meeting will be held on Wednesday, June 12 2024 at the Mayora Group office, Jl Daan Mogot KM 18, West Jakarta, at 14.00 WIB. The vote count for Shareholders who are entitled and wish to vote at the meeting will close at 13.50 WIB.
Those entitled to participate or be represented at the Meeting are the Company's Shareholders whose names are recorded in the Company's Register of Shareholders on Monday, May 20 2024 and the Company's Shareholders in the PT securities sub-account. Indonesian Central Securities Depository at the close of trading of the Company's shares on the Indonesia Stock Exchange on Monday, May 20 2024.
The agenda for this meeting is as follows:
Agenda for the Annual General Meeting of Shareholders
- 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.
- 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.
- Appointment of a Public Accountant and Public Accounting Firm for the 2024 financial year and granting authority to the Company's Board of Commissioners in connection with the appointment agenda.
- Approval of the determination of remuneration for members of the Board of Directors and Commissioners of the Company.
- Reappointment or change in the composition of the Company's Board of Director
Agenda for the Extraordinary General Meeting of Shareholders:
- Changes to the Articles of Association in connection with the addition of KBLI to the Articles of Association.
Explanation :
SourceURL:file:///tmp/pid-3503/Panggilan RUPS 12 Juni 2024.docx
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, 2023. 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 2023 financial year, as these actions are reflected in the 2023 Annual Report and Financial Statements.
Proposals from the second 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.
SourceURL:file:///tmp/pid-3503/Panggilan RUPS 12 Juni 2024.docx
Proposals from third 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, 2024, and authorize the Company's Directors to determine the honorarium and requirements others, as well as authorizing the Board of 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 forth agenda is: to authorize the Company's Board of 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 Director. This is in connection with the end of the term of office of the current Board of Director.
The proposals on the agenda for the Extraordinary General Meeting of Shareholders are:
Added KBLI No. 10298 and 10734 to complement the previously owned KBLI 10750 and 10732.
Notes :
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.
- 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.
Continuing point 2, the Company will held physical and electronic meetings through eASY.KSEI application
- Physical presence of Shareholders will be subject to availability of the meeting room.
- Shareholders or their proxies who wish to be physically attend are required to send a registration email to corporatesecretary@mayora.co.id to receive confirmation of attendance as long as the attendance quota is still available, and no later than Monday 10 June 2024 at 14.00 WIB.
- This confirmation and valid personal identification must be shown to the officer on duty during the meeting.
- The Company has the right not to accept Shareholders who do not bring confirmation of their attendance and can invite Shareholders to attend electronically if the meeting room capacity is full.
The Company and the management of the meeting location building have the right to take actions deemed necessary for orderliness, including prohibiting Shareholders from entering the building or being at the meeting location if they do not comply with the applicable provisions.
For the Meeting to be s tart on time at 14.00 WIB, the counting of votes for Shareholders who are entitled and wish to votes at the Meeting will be closed at 13.50. Shareholders who attend the Meeting after 13.50 can continue participating, but the Shareholders' Votes are not counted in the quorum.
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.
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.
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, Monday, 20 May 2024.
The Company provide meeting materials related to the meeting agenda which can be downloaded through the Company's website, mayoraindah.co.id, since the summons for this
Meeting until the Meeting is held. Exceptions and questions can be submitted via corporatesecretary@mayora.co.id
The Company does not provide food/drinks or souvenirs to Shareholders.
The Company may make changes and/or a dditional 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 convocations.
Jakarta, May 21, 2024
PT. MAYORA INDAH Tbk.
Board of Director