NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDER PT BINAKARYA JAYA ABADI TBK. (Company)

NOTICE OF

ANNUAL GENERAL MEETING OF SHAREHOLDER

PT BINAKARYA JAYA ABADI TBK. (Company)

 

Board of Directors of the Company hereby invite shareholders of the Company to attend Annual and Extraordinary  General Meeting of Shareholder (Meeting), which will be held on:

 

Day/Date                               :  Friday, May 24th 2019.

Time                                       :  09.00 WIB- finish.

Place                                      :  Hotel Aston Cengkareng,

Outer Ring Road, Mutiara Taman Palem Blok C1, Cengkareng, Jakarta Barat.

 

The Agenda of Annual General Meeting Shareholders are as follows :

  1. Approval of company’s Annual Report, ratification of Company’s Financial Report, and ratification of supervisory report of the Board of Commissioners for the financial year ended December 31st 2018 and give a full release and discharge (acquit et de charge) to the Company Board of Directors and Board of Commissioners;

Explanation :

Based on article 11 (5) letter a and article 21 (3) Company Article of Association; and article 69 (1) and article 78 Law No 40 of 2007 Concerning Limited Liability Companies, Company Annual Report, including operational company report, supervisory duties from BOC and Company Financial Report, Shall obtain the approval and ratification of the Company’s General Meeting of Shareholders

  1. Stipulation of utilization of Company’s net profit for the book year ended December 31st 2018;

Explanation :

Based on article 11 (5) letter b Company Article Association and Article 70 & 71 Law No 40 of 2007 Concerning Limited Liability Companies use of net income requires a General Meeting of Shareholders decision.

  1. To appoint public accountant firm to audit the financial Report for the financial year ended December 31st 2019, and to stipulate honorarium and other requirement;

Explanation :

Based on article 11 (5) letter c Company Article Association and Article 68 Law No 40 of 2007 Concerning Limited Liability Companies and article 36 A Financial Services Authority Regulation No 32/POJK.04/2014 concerning Planning and Holding General Meetings of Shareholders of Public Limited Companies as amended wit Financial Services Authority Regulation No 10/POJK.04/2017 concerning Amendment for Financial Services Authority Regulation No 32/POJK.04/2014 concerning Planning and Holding General Meetings of Shareholders of Public Limited Companies

  1. Stipulation of remuneration/honorarium and other allowance for the member of Board of Commissioners and Board of Directors for the next financial year;

Explanation:

Based on article 15 (16) and article 18 (14) Company Article Association and Article 96 & 113 Law No 40 of 2007 concerning Limited Liability Companies stipulation of remuneration / honorarium and other allowance for Board of Directors determined by General Meeting of Shareholders  and it can be delegated to Board of Commissioners, whereas stipulation of remuneration / honorarium and other allowance for Board of Commissioners determined by General Meeting of Shareholders, Company propose stipulation of remuneration / honorarium and other allowance for Board of Commissioners delegated to the company ultimate shareholders with regard to Board of Commissioners and Nomination and Remuneration Committee recommendation.  

  1. Change of Board of Commissioners and Board of Directors position

Explanation :

Based on article 15 (7) and (9), article 18 (9) Company Article Association and Article 94 (1), 105, 111, and 119 Law No 40 of 2007 concerning Limited Liability Companies Board of Commissioners and Board of Director appointed and discharged by General Meeting of Shareholders

 

Notes:

  1. The Company will not issue separate invitation to the Shareholders and this notice will be deemed as the invitation;
  2. The Shareholders whom registered in the list of Company Shareholders on April 29th 2019 until 16.00 WIB will be entitled to attend or be represented in Meeting. The Shareholders in KSEI Account in the collective deposit (members of stock exchange/custodian bank) shall provide investor list to KSEI for issuing Konfirmasi Tertulis Untuk RUPS (KTUR);
  3. The Shareholders who are unable to attend the Meeting directly can be represented by its attorney with providing the power of attorney which is valid and legal.  Members of Board Director, Board of Commissioner and employee of the Company may act as an attorney in Meeting but their votes will not be counted in the voting,
  4. Power of attorney form can be acquired at the Company’s office at Mall Taman Palem 3rd floor Jalan Kamal Raya Outer Ring Road, Cengkareng Jakarta Barat 11730, telp 021 543 60381 attn: Corporate Secretary,
  5. All power of attorney must be received at the latest 3 (three) working days until 16.00 WIB prior to the Meeting being held;
  6. Materials of the Meeting is available at the Company’s Office at Mall Taman Palem 3rd floor Jalan Kamal Raya Outer Ring Road, Cengkareng Jakarta Barat 11730, telp 021 543 60381 attn Corporate Secretary;
  7. The Shareholders or its attorney which will attend the Meeting shall be asked to provide a copy of identity card or other valid identification card to the registration officer before entering the Meeting room.  For Shareholders in form of legal entity shall submit a copy of articles of association and last amendment and the latest deed from the appointment Board of Directors and Board of Commissioners;
  8. To facilitate and orderliness of the Meeting, the Shareholders or its attorney are kindly requested to be present 30 minutes before the Meeting started.

 

Jakarta, April 30th  2019

PT Binakarya Jaya Abadi Tbk

Board Of Directors

 

 

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