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 : Friday, June 5th, 2020
Time : 14.00 Western Indonesian Time – finished
Venue : Meeting Room 6th Floor, Teraskita Hotel Jakarta, Jl. MT. Haryono Kav. No. 10A, Cipinang Cempedak, Jatinegara,
East Jakarta, Jakarta 13340.
With the following Agenda :
- Approval of the Annual Report of the Company including Supervisory Task Report of the Board of Commissioners during the Financial Year of 2019 and Ratification of the Financial Statement of the Financial Year of 2019 as well as Ratification of the Annual Report including Financial Statement of Partnership and Community Development Program Financial Year 2019.
- Determination of Appropriation of the Company’s Net Profit for the Financial Year of 2019.
- Appointment of Public Accounting Office to Audit the Financial Statement of the Company and the Annual Report of the Implementation of Partnership and Community Development Program for the Financial Year which ended on December 31st , 2020.
- Determination of the Board of Directors’ salary, the Board of Commissioners’ honorarium, and tantiem for Members of the Board of Directors and the Board of Commissioners of the Company.
- Approval of the security of the Company’ assets for debt which constitutes more than 50% (fifty per cent) of the Company's net assets, in 1 (one) or more transactions, whether related or separated transactions, at the present or in the future, in order to obtain facilities which will be received by the Company from Bank, Non-Bank Financial institutions, and Public (through Securities other than Equity Securities through public offering).
- Inauguration of the enforcement of the SOE Ministry Regulation PER-08/MBU/12/2019 on December 12th, 2019 concerning General Guidelines of Goods and Services Procurement of State Owned Enterprise.
- Amendment of the Articles of Association of the Company.
- Report on the use of Proceeds of Bonds.
- Approval of Changes of the Compositions of the Company’s Management.
With the following explanations:
- Meeting agenda-1 up to 4 are an annual agenda held at the Meeting. Pursuant to the provisions in the Company's Articles of Association and Law No. 40 Year of 2007 concerning Limited Liability Company (“Company Law”), with regards to the Article 25 paragraph (1) of the Company's Articles of Association and Article 41 paragraph (1) of Financial Services Authority Regulation No. 15/POJK.04/2020 concerning the Planning Implementation of General Meeting of Shareholders of Public Company (“POJK No. 15/2020”).
- Meeting agenda-5 is security granting which held to fulfill the provisions of the Article 102 of the Company Law, Article 25 paragraph (2) of the Company's Articles of Association, and Article 43 point a of POJK 15/2020. In the event that the security granting plan is a transaction referred to Bapepam-LK Regulation No. IX.E.2 concerning Material Transaction and Changes in Core Business and Bapepam-LK Regulation No. IX.E.1 concerning Transaction with Affiliated-Party Transactions and Transactions Involving Conflicts of Interest, therefore the Company will comply to the regulations aforementioned.
- Meeting agenda-6 is approval of State-Owned Enterprises (“SOE") Minister Regulation PER-08/MBU/12/2019 on December 12th, 2019 concerning General Guidelines of Goods and Services Procurement in State Owned Enterprise, with regards to Article 25 paragraph (1) point a of the Company's Articles of Association and Article 41 paragraph (1) point a of POJK 15/2020.
- Meeting agenda-7 is amendment of the Company's Articles of Association which held to fulfill the Government Regulation No. 24 of 2018 concerning Online Integrated Business Licensing Services in order to adjust the Company’s business field to comply with the Standard Classification of Indonesia Business Field (KBLI) 2017, with due regards to Article 25 paragraph (5) point a juncto Article 28 paragraph (2) and (4) of the Company's Articles of Association and Article 42 point a of POJK 15/2020.
- Meeting agenda-8 is a report regarding realization of fund resulting from Continuous Public Offering of Continuous Bonds lll Phase III Year of 2018, also from Continuous Public Offering of Continuous Bonds lll Phase IV held in 2019 for the period of Financial Year of 2019, is conducted with due regards to Financial Service Authority Regulation No. 30/POJK.04/2015 concerning Report on the Realization Reports on Utilization of Proceeds of Public Offerings.
- Meeting agenda-9 is held pursuant to the Company's Articles of Association, SOE Minister Regulation Number PER-02/MBU/02/2015 concerning Requirements and Procedures of Appointment, and Dismissal of SOE's Board of Commissioner and Board of Trustees, and SOE Minister Regulation Number PER-03/MBU/02/2015 concerning Requirements, Procedures of Appointment, and Dismissal of SOE's Board of Directors, with due regards to Article 5 paragraph (4) point c and Article 25 paragraph (4) point a of the Company's Articles of Association.
In order to prevent the spread of COVID-19, the Company encourages the Shareholders to comply the instruction of Republic of Indonesia’s Government by doing Social Distancing during Large-scale Social Restrictions (PSBB), the Company will facilitate the Meeting as follows :
- Shareholders who entitled to attend the Meeting are Shareholders whose names are registered in the Company's Shareholders Register and/or the owners of securities account balances at the Collective Depository of PT Kustodian Sentral Efek lndonesia (“KSEI”) at the closing of shares trading in Indonesia Stock Exchange on May 13th, 2020.
- The Company encourages the Shareholders who entitle to attend the Meeting and as the owners of securities account balances at the Collective Depository of KSEI, to give the Power of Attorney to the Representative appointed by the Company’s Securities Administration Bureau (“BAE”), namely PT Datindo Entrycom through Electronic General Meeting System KSEI (“eASY.KSEI”) via link https://akses.ksei.co.id/ facilitated by KSEI as the method to give the electronic Power of Attorney for the Meeting. In terms of the Shareholders who are keen to attend the meeting outside mechanism of eASY.KSEI, the Shareholders may download the Power of Attorney form the Company’s website https://investor.waskita.co.id/gms.html and may fill and send with subject “Surat Kuasa RUPS WSKT” through email to DM@datindo.co.id. The original version of the Power of Attorney is required to be delivered to the Company’s Securities Administration Bureau PT Datindo Entrycom, located in Jl. Hayam Wuruk No. 28, Jakarta 10120 u.p. Data Management Departement no later than 3 (three) days before the Meeting which is June 2nd, 2020. If the Shareholders or the proxies of the Shareholders will attend the Meeting are required to submit the copy of their identity card to the registration desk before entering the Meeting room. The Company's shareholders in the form of legal entities are obliged to bring a copy of the articles of association of the company and its amendments including the latest composition of the management.
- The company will provide the Meeting materials for each Agendas on the Company’s website https://investor.waskita.co.id/gms.html, except materials regarding the Meeting agenda-9, which will be available on the date of the Meeting.
- The Notary and BAE will check and count all the agendas’ votes during the Meeting, including the votes from the Shareholders through eASY.KSEI as referred to point b above, as well as the votes during the Meeting.
- The Company does not send a separate invitation to the Shareholders. In accordance with the Company’s Article of Association, this Invitation is deemed as an official invitation to the Shareholders.
- For safety reasons, the Shareholders or the proxies of the Shareholders who will attend the Meeting are required to fulfill the Health and Safety procedures based on the Government’s protocol that implemented by the Building Management of the Meeting venue.
- The Company supports the Government to prevent the spread of COVID-19 and will put maximum effort in making a healthy and safe environment to the Shareholders or the proxies of the Shareholders who will attend the meeting. While maintaining alertness and providing comfort, there will be standard procedures for each invited guest upon entering the Meeting room, i.e :
- The Shareholders or the proxies of the Shareholders are kindly requested to be at the Meeting venue at least 45 minutes before the Meeting begins and willing to do the Thermal Check before entering the Meeting room.
- The Shareholders or the proxies of the Shareholders as well as the invitees do not have travel history to the Countries infected by COVID-19 accordance to the World Health Organization (WHO) data and the Ministry of Health of the Republic of Indonesia within 14 (fourteen) days before attending the Meeting.
- The Shareholders or the proxies of the Shareholders are healthy and willing to complete the Medical Declaration form that can be downloaded from the Company’s website https://investor.waskita.co.id/gms.html and submit the Medical Declaration form to the Officer on the Meeting day.
- The preventive actions will not prohibit the Shareholders who wants to attend the Meeting, nevertheless will comply to the restriction based on the Government’s protocol that implemented by the Building Management or the local Authority.
Jakarta, May 14th, 2020
The Board of Directors
PT WASKITA KARYA (PERSERO) Tbk