PT JAYA KONSTRUKSI MANGGALA PRATAMA Tbk ("Company")

Domiciled in South Jakarta

INVITATION FOR

THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS

The Board of Directors of the Company hereby invite the Shareholders of the Company to attend the Annual General Meeting of Shareholders ("Meeting") of the Company to be held on:

Day/Date

: Wednesday, 5th June, 2024

Time

: 10.00 a.m. Western Indonesia

Time - finish

Venue

: Gedung Jaya 12th floor

Jl. MH Thamrin No.12

Jakarta, 10340

With agendas as follows :

  1. The approval and ratification of the Company's Annual Report for the financial year ended on December 31st, 2023, which contains the Company's Financial Statements, including the Balance Sheet and Profit/Loss, for the financial year ended on December 31st, 2023, and the supervisory duty report of the Board of Commissioners of the Company as well as providing the release and discharge of responsibilities (acquit et de charge) to all members of the Board of Directors and Board of Commissioners for the actions of management and supervision that have been conducted in the financial year ended on December 31st, 2023.
    Explanation:
    Whereas pursuant to: (i) Article 9 paragraph (4) letter a and b, Article 9 paragraph (5), and Article 20 paragraph (5) of the Articles of Association of the Company; and (ii) Article 69 and Article 78 of Law No. 40 of 2007 on Limited Liability Companies
    ("Company Law"), the Company's Annual Report, including the Company's activity report and the Board of Commissioners' supervisory duty report, and the Company's
    Financial Statements shall obtain the approval and ratification from the General
    Meetings of the Shareholders ("GMS") of the Company.
  2. The approval of the utilization of the Company's net profit for the financial year ended on December 31st, 2023.
    Explanation:
    Whereas pursuant to: (i) Article 9 paragraph (4) letter c and Article 21 of the Articles of Association of the Company; and (ii) Article 70 and Article 71 of the Company Law on the utilization of the Company's net profit, the Company requires approval of the GMS.
  3. The appointment of an Independent Public Accountant Firm to audit the books of the Company for the financial year ended on December 31st, 2024 and the granting of authorization to the Board of the Commissioners to determine the honorarium of such Independent Public Accountant Firm as well as other requirements for its appointment.

Explanation:

Pursuant to Article 59 Regulation of Indonesian Financial Services Authority (Otoritas Jasa Keuangan or "OJK") No. 15/POJK.04/2020 on the Planning and Conducting of the General Meetings of Shareholders of Public Companies as amended by Regulation of conducting of the General Meetings of Shareholders of Public Company ("POJK No. 15/2020"), the Company will request approval from the GMS to delegate the GMS' authority to the Board of Commissioners of the Company to appoint an Independent Public Accountant who is registered in the OJK and has a good reputation to audit the Company's financial statements and books for the financial year 2024, and authorizes the Board of Commissioners of the Company to determine the honorarium of the Public Accountant as well as the other terms relating to the appointment.

  1. Determination benefits, salaries and/or another benefits for members of the Board of Directors of the Company and honorarium and/or benefits for members of the Board of Commissioners of the Company for the financial year of 2024
    Explanation:
    Whereas, in accordance with: (i) Article 96 and Article 113 of the Company Law and (ii) Article 14 paragraph (14) and Article 17 paragraph (8) of the Articles of Association of the Company, the amount of salaries or honorarium and allowances for the members of the Board of Directors and Board of Commissioners are determined by the GMS. The determination of such salaries or honorarium and other allowances for the member of the Board of Directors by the GMS, may be delegated to the Board of Commissioners on the implementation of their remuneration function.
  2. Approval to provide as security the Company's asset.

Explanation:

Whereas pursuant to: (i) Article 15 paragraph (3) letter (a) of the Articles of Association of the Company; and (ii) Article 102 of the Company Law, in order to provide as security the Company's assets corresponding to more than 50% (fifty percent) of the total net assets of the Company, (for a single or multiple transaction(s)), whether related or not, the Board of Directors of the Company would require approval from the shareholders at the GMS.

Note :

  1. The announcement of the Meeting has been announced on the website of eASY.KSEI, in the website of Indonesia Stock Exchange and also the Company's website on April 29 th, 2024.
  2. The Company does not send a separate invitation letter to each of the shareholders of the Company, therefore, this invitation is an official invitation to all Shareholders of the Company.
  3. The Shareholders of the Company who are entitled to attend or be represented at the Meeting are:
    1. The Shareholders whose names are registered with the Shareholder Register of the Company on May 13th, 2024 until 04.00 pm Western Indonesian Time, or their lawful authority.
    1. For the Company's Shares which are registered in the Collective Custody, the Shareholders whose names are registered with the Shareholder Accounts
      Register or the custodian bank in PT Kustodian Sentral Efek Indonesia ("KSEI") on
      May 13th, 2024 until 04.00 pm Western Indonesian Time, or their lawful attorney.
    2. For the Company's Shares which are not registered in the Collective Custody, the
      Shareholders whose names are registered with the Shareholder Register of the Company on May 13th, 2024 at 04.00 pm Western Indonesian Time, in Share Registrar Company, PT. Adimitra Jasa Korpora which is domiciled in North Jakarta, at Kirana Boutique Office, Jl Kirana Avenue III Blok F3 No. 5 Kelapa Gading, North Jakarta, 14250 Phone 021- 29745222, or their lawful attorney.
      Securities account holders in KSEI Collective Custody are required to provide the Shareholders Registry to KSEI to obtain a Written Confirmation of the Meeting
      ("KTUR").
  1. Referring to POJK No. 15/POJK.04//2020 concerning Planning and Organizing of a Public Company Shareholders' General Meeting, the Company gives an option to each Shareholder who decides to not able to attend the Meeting is able to give their authorization electronically through eASY.KSEI.
  2. The Shareholders or their proxies who will attend the Meeting are kindly requested to bring and submit a photocopy of their Collective Shares and photocopy of identity in the form of ID card, or other personal identification that is still applicable, to the registration officer. The Shareholders in the form of legal entities shall submit a copy of its articles of association and its latest amendment as well as its latest deed of appointment of the Board of Directors and Board of Commissioners to the registration officer prior entering to the meeting room. Specifically for the Shareholders who are registered in KSEI are requested to show the KTUR of their names to the registration officer before entering the Meeting room. To maintain order during the Meeting, the Shareholders or their proxies are requested to be present at the Meeting 30 (thirty) minutes before the Meeting begins.
  3. a. The Shareholders who are unable to attend may be represented by a proxy with a valid power of attorney as determined by the Board of Directors of the Company ("Power of Attorney"), with the condition that the members of the Board of Directors, Board of Commissioners and the Employees of the Company are allowed to act as proxy in the Meeting, however, the vote that they issue does not count in the voting.
    1. The power of attorney form can be obtained at the Company's Office on working hours (08.30-17.30 Western Indonesian Time) by sending an email to corporate@jayakonstruksi.comor Phone 021-7363939 Ext. 154 or Ext. 155. Power of attorney form that has been signed can be sent by email to corporate@jayakonstruksi.comand original documents can be sent to the Share Registrar Company, PT Adimitra Jasa Korpora, located in North Jakarta at Rukan Kirana Boutique Office, Jl Kirana Avenue III Block F 3 No. 5, Kelapa Gading, North Jakarta.
    1. The Shareholders of the Company who are in Collective Custody, can provide the power of attorney through the eASY.KSEI application (https://akses.ksei.co.id) accordance with the Decree of the Director of PT Kustodian Sentral Efek Indonesia Number : KEP-0016/DIR/KSEI/0420 regarding the Application of Electronic Facilities of the KSEI General Meeting System (eASY.KSEI) as a Mechanism for Enforcement of Electronic Facilities in the Process of GMS for Securities Issuers which is a Public Company and the shares are Stored in KSEI Collective Custody. Electronic authorization is submitted 1 (one) working day before the Meeting on Tuesday, June 4th , 2024.
  1. The statement of financial position and profit/loss for the financial year ended December 31st, 2023 and the copies together with materials of the Meeting may be obtained from the Company's website and will be available at the Company's head office as of the date of the invitation that can be obtained from the Company by written request which must be received at the Company's head office at the latest 7 (seven) days prior to the Meeting;
  2. Certain thing that must be considered by the Shareholder who will attend is The Meeting Officer has the right to forbid the Meeting Participants, Shareholders or their Authorized Attorneys if they have flu symptoms, including coughing, cold and fever.

Jakarta, May 14th, 2024

Board of Directors

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PT Jaya Konstruksi Manggala Pratama Tbk published this content on 14 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 May 2024 10:34:12 UTC.