Invitation Annual General Meeting of Shareholders PT Waskita Karya (Persero) Tbk

Invitation Annual General Meeting of Shareholders PT Waskita Karya (Persero) Tbk

The Board of Directors of PT Waskita Karya (Persero) Tbk (“Company”) hereby invite the Company’s Shareholders to attend the Annual General Meeting of Shareholders (“Meeting”) which will be held on:

Day/Date : Thursday, 9 May 2019

Time : 09.00 WIB until wrapped

Venue : Grand on Thamrin Ballroom, Lobby Level, Hotel Pullman Jakarta, Jalan M.H. Thamrin Kav 59, Jakarta, 10350

With the following Agenda :

  1. Approval of the Annual Report of the Company including Supervision Duty Implementation Report of the Board of Commissioner during Financial Year of 2018 and Ratification of the Financial Statement of the Company Year 2018 also Ratification of the Annual Report including Financial Statement of Partnerships and Community Development Program Financial Year 2018.
  2. Determination on Utilization of the Company’s Net Profit Financial Year 2018.
  3. Appointment of Public Accounting Firm to Audit Financial Statement of the Company and Annual Report of Partnerships and Community Development Program’s Implementation for Financial Year which ended on 31 December 2019.
  4. Determination of Board’s of Directors’ salary, Board of Commissioners’ honorarium, and bonus for Members of Board of Directors and Board of Commissioners of the Company.
  5. Approval of granting security in the form the Company assets for debt which constitutes more than 50% (fifty per cent) of the Company's net assets, in 1 (one) or more transaction, inter related or separate transactions, at present or in the future, in terms of obtaining facilities which will be received by the Company from Bank, Non-Bank Financial lnstitutions, and Public (through Securities other than Equity Securities through public offering)
  6. Report on the use of Proceeds of Bonds.
  7. Amendment of the Articles of Association of the Company.
  8. Approval of Changes of the Compositions of the Company’s Management.

With the following explanations:

  1. For Meeting agenda-1 up to 4 is an annual agenda held at the Meeting, pursuant to the provisions in the Company’s Article of Association and Law No. 40 Year 2007 concerning Limited Liability Companies (“”), with regards to Article 25 paragraph 1 of the Company's Articles of Association and Article 26 paragraph 1 lndonesia Financial Services Authority Regulation No. 32/P0JK.04/2014 as amended by lndonesia Financial Service Authority Regulation N0.10/P0JK.04/2017 on General Meeting of Shareholders of Public Company (“POJK No. 32/2014”).
  2. For Meeting agenda-5, is held to fulfill Article 102 UUPT, Article 25 paragraph (2) of the Company’s Articles of Association, and Article 28 POJK 32/2014
  3. For Meeting agenda-6, is report regarding realization of fund resulting from Continuous Bonds Debt Securities Continuous Public Offering III Phase I Year 2017, also Continuous Bonds Debt Securities Continuous Public Offering III Phase II and III held in 2018, for Financial Year 2018 period, carried out with regards to Indonesia Financial Service Authority Regulation No. 30/POJK.04/2015 concerning Report on the Realization of the Appropriation of Fund Resulting from Public Offering and Article 25 paragraph (1) of the Company’s Articles of Association also Article 26 paragraph (1) POJK 32/2014
  4. For Meeting agenda-7, is amendment to the Company’s Articles of Association which is held to fulfill the provisions of Government Regulation No. 24 Year 2018 concerning Online Integrated Business Licensing Services and adjust the Company’s business fields against Standard Classification of Indonesian Business Fields (KBLI) 2017, with regards to Article 25 paragraph (5) juncto Article 28 paragraph (2) and paragraph (4) of the Company’s Articles of Association and Article 27 POJK 32/2014.
  5. For Meeting agenda-8, is held pursuant to the Company’s Articles of Association, State-Owned Enterprises (“SOE”) Minister Regulation No. PER-02/MBU/02/2015 concerning Requirements, Procedures for Appointment, and Dismissal of SOE’s Board of Commissioner and Board of Supervisory, and SOE Minister Regulation No. PER-03/MBU/02/2015 concerning Requirements, Procedures for Appointment, and Dismissal os SOE’s Board of Directors, with regards to Article 25 paragraph (4) of the Company’s Articles of Association.

Notes:

  1. Information regarding Meeting’s schedule as stipulated above deemed as rectification of the previous Meeting’s schedule as stipulated in the Meeting Announcement on newspapers Bisnis Indonesia and Investor Daily, dated 26 March 2019.
  2. The Company does not send a separate invitation to the Shareholders because this lnvitation is deemed as an official invitation.
  3. Pursuant to Article 25 paragraph (7) of the Company’s Articles of Association, those entitled to attend or be represented in the Meeting are Shareholders whose names are registered in the Company's Shareholders Register on 9 April 2019 at 16.00 WIB, or the owners of securities account balances at the Collective Depository of PT Kustodian Sentral Efek Indonesia at the closing of shares trading on Tuesday, 9 April 2019.
  4. The Company’s Shareholders who are unable to attend at the Meeting can be represented by their Proxies. Members of the Board of Directors, members of the Board of Commissioners and employees of the Company may act as the Proxies of the Company’s Shareholders in this Meeting but the votes they cast as Proxies at the Meeting will not counted in the voting. With due regard to the provisions in Article 31 POJK 32/2014, the Company’s Shareholders are not entitled to give a power of attorney to more than a Proxy for a portion of the shares owned by them for different votes.
  5. The Power of Attorney form can be obtained at Securities Administration Bureau during office hours as follows:

PT Datindo Entrycom

Jl. Hayam Wuruk Nomor 28, Jakarta, 10120

Telepon 021 – 350 8077 Faksimili 021 – 350 8078

  1. The complete Power of Attorney must be received by the Company no later than 6 May 2019 up to 16.00 WIB through the Company's Securities Administration Bureau.
  2. Pursuant to Article 15 POJK 32/2014, the materials to be discussed at the Meeting are available from the date of this Invitation up to the Meeting’s date, except materials regarding Meeting Agenda-8, which will be available at the latest on the date of Meeting. Copies of physical documents may be obtained at the Company’s Headquarters during office hours upon written request by the Company’s Shareholders.
  3. The Company’s Shareholders or the Proxies of the Company’s Shareholders who will attend the Meeting are required to submit a copy of their Identity Card (KTP) or other proof of identity, for both those who authorizes and is authorized, before entering the Meeting room. For the Company's shareholders in the form of legal entities, they are obliged to bring a copy of the articles of association of the company and their amendments and the latest composition of the board. The Company’s Shareholders whose shares are included in the collective custody of the Indonesian Central Securities Depository are required to submit a Written Confirmation for the Meeting (KTUR) that can be obtained at the securities company or at the custodian bank where the Shareholders open their securities accounts.
  4. To facilitate the arrangement and orderliness of the Meeting, the Shareholders or their proxies are kindly requested to be at the Meeting venue at least 30 minutes before the Meeting begins.

 

Jakarta, 10 April 2019

The Board of Directors

BOARD OF DIRECTORS

Waskita Karya

Waskita Karya

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