ID
EN
CALLING
OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
OF PT INGRIA PRATAMA CAPITALINDO TBK
The Board of Directors of PT Ingria Pratama Capitalindo Tbk (the "Company") hereby invites the shareholders of the Company to attend the Annual General Meeting of Shareholders (the "Meeting") to be held on:
Date: Thursday, June 13, 2024
Time: 14:00 WIB
Place: Kadena Glamping Dive Resort Anyer
In accordance with the provisions of Financial Services Authority Regulation No. 15/POJK.04/2020 regarding the Plan and Implementation of the General Meeting of Shareholders of Public Companies ("POJK No. 15/2020") and Financial Services Authority Regulation No. 16/POJK.04/2020 regarding the Implementation of General Meeting of Shareholders of Public Companies Electronically, the Meeting will be held both physically and electronically using the eRUPS platform provided by PT Kustodian Sentral Efek Indonesia ("KSEI"). The physical Meeting will be attended by the Meeting Chairman, Members of the Board of Directors, Members of the Board of Commissioners, a Notary, and supporting institutions/professions for the Meeting, who will coordinate at Kadena Glamping Dive Resort Anyer.
The Agenda of the Meeting is as follows:
Approval of the Annual Report and Ratification of the Company’s Financial Statements for the fiscal year ending December 31, 2023, as well as the granting of full discharge and acquittal (volledig acquit et de charge) to the Board of Directors for the management of the Company and to the Board of Commissioners for the supervision of the Company during the fiscal year 2023.
Explanation: In order to comply with the provisions of the Company's Articles of Association and Law No. 40 of 2007 regarding Limited Liability Companies, the Board of Directors and the Board of Commissioners will present the Annual Report for the fiscal year 2023, including the Supervisory Task Report of the Board of Commissioners for the fiscal year 2023, and will ratify the audited Financial Statements for the fiscal year ending December 31, 2023, and grant full discharge and acquittal to each member of the Board of Directors and the Board of Commissioners.
Approval of the appointment of a Public Accountant Firm (“KAP”) to audit the Company’s Consolidated Financial Statements for the fiscal year 2024 and the determination of the KAP’s honorarium and other terms.
Explanation: The proposal to appoint a Public Accountant from the Public Accountant Firm will be submitted to the Board of Commissioners, taking into account the recommendation of the Audit Committee and applicable laws and regulations.
Approval of the determination of the honorarium and other benefits for the Board of Directors and the Board of Commissioners for the fiscal year 2024, and the delegation of authority to the Board of Commissioners to determine such honorarium and benefits.
Explanation: The proposal for the determination of salaries, honorariums, and other benefits for the members of the Board of Directors and Board of Commissioners for the fiscal year 2024 will be delegated to the Board of Commissioners.
Approval of the Report on the Use of Proceeds from the Company’s Initial Public Offering.
Explanation: In accordance with Article 6 of Financial Services Authority Regulation No. 30/POJK.04/2015 on the Report on the Realization of the Use of Proceeds from the Public Offering, the Company is required to account for the use of proceeds from the initial public offering at each Annual General Meeting of Shareholders until all proceeds have been realized.
Approval of the addition and appointment of members of the Board of Commissioners.
Explanation: In accordance with the Company’s Articles of Association and Financial Services Authority Regulation No. 33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Issuers or Public Companies, the appointment, dismissal, and/or replacement of members of the Board of Commissioners is carried out with the approval of the General Meeting of Shareholders.
Notes:
- The Company will not send individual invitations to the shareholders, as this calling already complies with the provisions of Article 52 of POJK No. 15/2020 and the Company’s Articles of Association, making this notice the official invitation for the shareholders.
- In accordance with the Company’s Articles of Association and POJK No. 15/2020, shareholders entitled to attend the Meeting are those whose names are listed in the Company’s Shareholder Register (DPS) one (1) business day before the calling date, i.e., on May 21, 2024, and/or shareholders who own the Company’s shares in the Sub Securities Account at KSEI at the closing of trading on the Indonesia Stock Exchange on May 21, 2024.
- The agenda materials for the Meeting are available and can be downloaded from the website of the Indonesia Stock Exchange (www.idx.co.id) and the Company’s website (https://ingriagroup.com/) from the calling date until the date of the Meeting.
- The Company encourages shareholders to register electronically via the KSEI System (eASY.KSEI) at the link https://akses.ksei.co.id/ provided by KSEI. Electronic registration will be open from the date of this Calling on May 22, 2024, and will close 30 minutes before the Meeting at 13:30 WIB.
Shareholders who wish to attend or give power of attorney electronically must pay attention to the following:
(i) Local individual shareholders who have not declared their attendance or proxy in the eASY.KSEI application until the deadline in item 4 and wish to attend the Meeting electronically must register in the eASY.KSEI application on the day of the Meeting until the registration period is closed by the Company.
(ii) Local individual shareholders who have declared attendance but have not made a minimum voting choice for one (1) agenda item in the eASY.KSEI application by the deadline in item 4 and wish to attend the Meeting electronically must register in the eASY.KSEI application on the day of the Meeting until the registration period is closed by the Company.
(iii) Shareholders who have given power of attorney to the proxy provided by the Company (Independent Representative) or Individual Representative but have not made a minimum voting choice for one (1) agenda item in the eASY.KSEI application by the deadline in item 4, the proxy representing the shareholder must register in the eASY.KSEI application on the day of the Meeting until the registration period is closed by the Company.
(iv) Shareholders who have given power of attorney to participants/Intermediary (Custodian Bank or Securities Company) and have made voting choices in the eASY.KSEI application by the deadline in item 4, the proxy registered in the eASY.KSEI application must register in the eASY.KSEI application on the day of the Meeting until the registration period is closed by the Company.
(v) Shareholders who have declared attendance or given power of attorney to the proxy provided by the Company (Independent Representative) or Individual Representative and have made voting choices for one (1) or all agenda items in the eASY.KSEI application by the deadline in item 4, do not need to register attendance electronically in the eASY.KSEI application on the day of the Meeting. Share ownership will be automatically counted as quorum and votes will be automatically counted in the Meeting’s voting process.
(vi) Delays or failures in the electronic registration process as referred to in (i) to (iv) for any reason will result in shareholders or their proxies not being able to attend the Meeting electronically, and their shareholding will not be counted for the Meeting quorum.
Guidelines for registration, use, and further explanation of eASY.KSEI and AKSes KSEI can be found on the KSEI website at https://akses.ksei.co.id
If shareholders cannot access the KSEI System (eASY.KSEI) at the link https://akses.ksei.co.id/, they may download the proxy form from the Company’s website https://ingriagroup.com/ to give power of attorney and votes in the Meeting. The completed proxy form must be sent to the Company’s Shareholder Registration Bureau, PT Adimitra Jasa Korpora ("BAE") at Kirana Boutique Office Block F3/5 Jl. Kirana Avenue III – Kelapa Gading, North Jakarta, no later than June 12, 2024, at 14:00 WIB.
The Notary, assisted by the Company’s BAE, will verify and count the votes in the Meeting’s decision-making process on the agenda items, including those based on votes submitted by shareholders through the eASY.KSEI facility, as well as those submitted during the Meeting.
Tangerang Selatan, May 22, 2024
PT Ingria Pratama Capitalindo Tbk
The Board of Directors
