Invitation Annual General Meeting of Shareholders
PT VOKSEL ELECTRIC Tbk
Domiciled at South Jakarta
Annual General Meeting of Shareholders
The Board of Directors hereby invites all Shareholders of the Company to attend the Annual General Meeting of Shareholders (“AGMS”) that will be held on:
|Day/Date||:||Thursday/23 July 2020|
|Time||:||14.00 Western Indonesian Time (WIB)|
PT Voksel Electric Tbk
Gedung Menara Karya Lantai 3 Suite D
Jalan HR Rasuna Said Akv 1-2 Kuningan Jakarta
Agenda of Annual General Meeting of Shareholders:
Approval of Annual Report and Financial Report of financial year ended December 31, 2019;
A routine Agenda in the Meeting pursuant to Article 69 paragraph (1) of Law No. 40 of year 2007 (the “Company Law”) regarding the Company’s Board of Directors’ and Board of Commissioners’ accountability for all management and supervisory actions carried out during the financial year of 2019.
Approval of Company’s Net Profit;
A routine Agenda in the Meeting, pursuant to Article 25 of the Company’s Articles of Association as well as Article 70 and Article 71 of the Company Law, in which to determine a portion of the Company’s net profit as mandatory reserve and the rest will be recorded as retained earnings
Approval of the change of member composition of Company’s Management;
This Agenda is proposed by the Company to reappoint the Directors and Board of Commissioners of the Company in accordance with Financial Services Authority Regulation No. 33/POJK.04/2014.
Determination of honorarium and salaries for the Board of Commissioners and the Board of Directors of the Company;
A routine Agenda in the Meeting, pursuant to Article 96 and Article 113 of the Company Law where the Company propose to delegate the authority of the Meeting to the Company’s Board of Commissioners to determine the salary and/or other benefits for the members of the Board of Directors and the honorarium and/or benefits for the member of the Board of Commissioners.
Amendment to Company’s Article of Association - Adjustment to POJK No. 15/POJK.04/2020
This Agenda is proposed by the Company to amend and to conform the Company’s Article of Association with the Financial Services Authority Regulation No. 15/POJK.04/2020 regarding Planning and Implementation of General Meeting of Shareholders of Public Company.
The appointment of Independent Public Accountant to audit the Company financial performance for the year 2020 and give authorization to Directors of the Company to determine the honorarium of Independent Public Accountant and other terms of their designation.
A routine Agenda in the Meeting, pursuant to Article 13 paragraph (1) Financial Services Authority Regulation No. 13/POJK.03/2017 regarding the use of Public Accountant’ and Public Accounting Office’s Service in Financial Service
- This invitation serves as an official invitation for the Shareholders of the Company. The Company will not send out individual invitations to the Company’s Shareholders. This invitation can also be found in the Company’s website www.voksel.co.id
- The Shareholders who are entitled to attend or to be represented by proxy in the Meeting, are those who owns shares, whether yet to be listed in the Collective Custody of PT Kustodian Sentral Efek Indonesia (“KSEI”) or already registered in KSEI Collective Custody, which is the rightful shareholders or lawful proxy, as well as the securities account registered holders or its lawful proxy whose name are listed in the Company’s Shareholders Register on Tuesday, July 21st , 2020 at 04.00 PM (Jakarta Time).
- The Shareholders whose shares have been registered in KSEI Collective Custody who wishes to attend the Meeting has to confirm their attendance through the Stock Exchange Member / Custodian Bank for Securities Account Holder at KSEI to receive the original Written Confirmation for the Meeting ("KTUR").
- Material for the Meeting will be available for download starting from the date of this Invitation, i.e. June 2nd 2020 on the Company’s website www.voksel.co.id. In consideration of the pandemic spread of Covid-19, the Company will not release printed version of the Meeting’s material.
- Pursuant to Presidential Decree No. 12 Year 2020 regarding the Determination of Non-Natural Disaster event of the Spreading of Corona Virus Disease 2019 (COVID-19) as National Disaster and other regulations issued by the Indonesian Government in relation to the COVID-19 pandemic as well as the Company’s conformity to take precautionary steps in preventing the spread of Covid-19 pandemic and in accordance with Article 30 POJK No.15/POJK.04/2020, thus THE COMPANY STRONGLY ADVISES TO ALL OF THE SHAREHOLDERS TO GIVE AUTHORIZATION AND CAST THEIR VOTES THROUGH E-PROXY to an independent proxy appointed by the Company (“Independent Proxy”), i.e. the Company’s Securities Administration Bureau, PT EDI Indonesia, by using KSEI Electronic General Meeting System, a platform provided by PT Kustodian Sentral Efek Indonesia (eASY.KSEI).
Attendance, Proxy, Voting and Questions:
- Prior to entering the Meeting room, all shareholders or their proxies who will attend the Meeting will be required to submit a photocopy of their National Identity Card (KTP) or any other valid identification to the Registration Officer. Shareholders in the form of legal entities must submit photocopy of their latest Articles of Association and the deed of appointment for their incumbent Board of Directors and Board of Commissioners to the Company by way of electronic mail to firstname.lastname@example.org at the latest two (2) working days prior to the Meeting, i.e. 21 July 2020. Shareholders whom registered in KSEI Collective Custody will be required to produce their KTUR to facilitate registration.
- The Shareholders who has chosen to utilize e-Proxy may cast their votes electronically for each Agenda, such votes will be counted for the resolution of the Meeting.
- Members of the Board of Directors and the Board of Commissioners and the employees of the Company may act as proxies at the Meeting, however the votes cast by them will not be calculated.
- The Conventional Proxy Authorization and/or the Question Form which has been filled can be sent electronically (scan version) to the following email email@example.com while the original copy must be sent by courier or registered mail to the Company’s office at Gedung Menara Karya Lantai 3 Suite D Jalan HR Rasuna Said Blok X-5 Kav. 1-5 Kuningan Jakarta for the attention: Corporate Secretary or Legal Department from two (2) working days prior to the Meeting, i.e. 21 July 2020 until the date of the Meeting.
The Meeting will be conducted in such ways that would put the health and safety of all participants at the utmost importance and in conformity with the rigorous protocol set by the Indonesian Government as a way to prevent the spread of Covid-19 pandemic. THE COMPANY ADVISES ALL OF THE SHAREHOLDERS AND THEIR PROXIES WHO WILL PHYSICALLY ATTEND THE MEETING TO FOLLOW THE REGULATIONS AND HEALTH PROTOCOL IMPLEMENTED AS FOLLOWS:
- In order to facilitate the arrangement and order of the Meeting, the Shareholders or their proxies are expected to be at the Meeting venue thirty (30) minutes before the Meeting begins and fill in the attendance list provided by the Company.
- The Shareholders or their Proxies will be required to follow the thermal check procedure at the Meeting location before entering the Meeting room. Shareholders or their proxies who have a body temperature above 37.4oC and/or show symptoms such as cough, runny nose, sore throat, shortness of breath, will not be allowed to enter the Meeting venue.
- After passing the required thermal check, the Shareholders or their Proxies will be required to submit their National Identity Card (KTP) or other valid identification as well as a Health Declaration Form, which can be downloaded in the Company’s website www.voksel.co.id, to the Registration officer. In the event the Health Declaration Form did not passed the requirement set by the Company, then the Shareholders or their Proxies will not be allowed to enter the Meeting venue.
- All of the Shareholders or their Proxies, regardless of whether or not they passed the thermal check and the Health Declaration Form, will still be advice to give their proxy authorization electronically through e-Proxy to the Independent Proxy in accordance with the provisions set by the Company.
- The Shareholders or their Proxies will also be required to follow the health protocol and physical distancing advices by the Indonesian Government, as follow: - to wash their hands before entering the Meeting area; - mask must be used before entering the Meeting room and during the Meeting; - must keep a safety distance of at least one (1) meter from another person; - handshakes will be prohibited nor having any direct skin contact.
- Shareholders who wishes to attend the Meeting physically will be required to bring their own personal items in connection with the health protocol to prevent Covid-19 spread. The Company will not provide mask / hand sanitizer / gloves or personal medication in any forms for the Shareholders or their Proxies.
- Following the regulation implemented by the building management, the Company will limit physical attendance for the Shareholders and their proxies to a maximum of 10 person in the Meeting venue. The implementation of limiting the physical presence will be carried out based on the order of arrival of the Shareholders or their Proxies based on the attendance list and whether or not the Shareholders and their Proxies passed the thermal check procedures as well as the Health Declaration Form in accordance with the provisions stipulated by the Company.
- In the event that the physical attendance limit of 10 person has already been exceeded, then for those Shareholders or their Proxies who are already at the venue will be advice to give their proxy authorization by way of e-proxy to the Independent Proxy in accordance with the provisions stipulated by the Company.
- For health reason, the Company will not provide food/drinks/souvenir to all of the Shareholders or their Proxies.
- All changes and/or adjustment to the material regarding the Agenda will be posted by the Company on their website, i.e. www.voksel.co.id
Jakarta, 1 July 2020
Board of Directors