PT TUNAS BARU LAMPUNG Tbk
Registered in South Jakarta
(“The Company”)
INVITATION
ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS
The Board of Directors invite the Company’s Shareholders to attend the Annual Meeting of Shareholders (hereinafter be referred to as the “Meeting”) that is going to be conducted on:
| Day/Date | : | Friday, August 14, 2020 |
| Time | : | 14.00 p.m – finish |
| Place | : | Hotel Westin – Ruang Padang |
| Jl. H.R. Rasuna Said Kav. C-22 A, RT 2/RW 5 | ||
| Karet Kuningan, Kecamatan Setiabudi | ||
| Jakarta Selatan 12940 |
With the agenda of the Meeting as follows:
1. Approval and ratification of the Board of Directors’ Report on the course of business of the Company and the Company’s financial administration for the year ended on December 31st, 2019 and approval and ratification on Financial Report of the Company which includes the Balance Sheet and Calculation of Earnings/Losses of the Company for the book year ended on December 31st, 2019 which have been audited by Independent Public Accountant, and approval of the Annual Report of the Company, reports on supervisory duty of the Board of Commissioners of the Company for the year ended on December 31st, 2019, as well as releasing and discharging from all liabilities (acquit et de charge) to all members of the Board of Directors and the Board of Commissioners of the company over the management and supervision carried out in the year ended on December 31st, 2019.
Explanation:
The Company will provide an explanation to Shareholders regarding the implementation of the Company’s business activities for the year ended on December 31st, 2019 and the financial situation as stated in the Company’s Financial Statements for the year ended on December 31st, 2019 in accordance with the provisions of Article 69 point (4) of Law No. 40 of 2007 concerning Limited Liability Companies (“Company Law“) and Article 11 point (8) of the Company’s Articles of Association. In this Meeting agenda, the Company will also releasing and discharging from all liabilities (acquit et de charge) to the members of the Board of Directors and Board of Commissioners of the Company for management measures and supervision actions that have been carried out during the financial year, except for embezzlement, fraud and/or other criminal acts.
.2. Determination of the use of the Company’s net profit for the year ended on December 31st, 2019.
Explanation:
In this Meeting agenda, according to Article 71 point (1) of the Company Law and Article 22 point (1) of the Articles of Association of the Company, The Company will seek an approval from the Company’s Shareholders to approve the plan of the use of the Company’s net profit for the fiscal year ended on December 31st, 2019, including to determine the allocation for for mandatory reserve fund, the dividend and other uses.
3. Determination of salaries and benefits for members of the Board of Directors of the Company and salaries or honorarium and benefits for members of the Board of Commissioners of the Company which made pursuant to the recommendation from Company’s Remuneration and Nomination Committee.
Explanation:
According to Article 96 point (1) and Article 113 of the Company Law, and Article 15 point (14) and Article 18 point (13) of the Articles of Association of the Company, the amount of salaries and benefits or honorarium for the members of the Board of Directors and the Board of Commissioners is determined by the Meeting.
4. Appointment of Public Accountant who will provide audit services for the Company’s Financial Statements for the year ended December 31st, 2020.
Explanation:
According to Article 59 of Indonesian Financial Services Authority Regulation
No. 15/POJK.04/2020 on the Planning and Convening of the General Meetings of Shareholders of Public Companies, the Meeting may delegate their authority to the Board of Commissioners to designate and dismiss public accountant who will grant the services of audits on annual historical of financial information.
5. Approval of changes in the Company’s management.
Explanation:
In this meeting, among others will discuss and decide the plan to change the Company’s management that will be conducted based on the Company’s Articles of Association and the Company Law as well as take into account the Financial Services Authority Regulation No. 33/POJK.04/2014 dated 8th December 2014 on Issuers’ Directors and Board of Commissioners or Public Company (“POJK No. 33”).
6. Report on the use of public offering funds.
Explanation:
With due regard to Article 6 of the Financial Services Authority Regulation Number 30/POJK.04 /2015 dated December 16, 2015 concerning the Report on the Use of Proceeds from Public Offering, the agenda of this Meeting will discuss the report on the realization of the use of public offering funds.
Notes:
1. The Announcement of the Meeting was announced through a national language daily newspaper with national circulation, it is “Bisnis Indonesia”, the Indonesia Stock Exchange (Bursa Efek Indonesia) website, the Company’s website (https://tunasbarulampung.com) and the E-RUPS provider website through the eASY.KSEI application on July 8th, 2020.
2. The Company did not send individual invitations to the Company’s shareholders, so this invitation is the official invitation for all Company’s Shareholders.
3. Shareholders that have the right to attend or represented in the Meeting are:
a. For the shares that have not been entered into the collective deposit:
The Company’ Shareholders whose name are legally listed in the Company’s Shareholder List on July 22nd, 2020 up to 04:00 p.m. West Indonesia Time in
PT Adimitra Jasa Korpora, Securities Administration Bureau domiciled in Jakarta and have an official address in Rukan Kirana Boutique Office, Jl. Kirana Avenue III Blok F 3 No. 5, Kelapa Gading, Jakarta Utara (“BAE”); and
b. For the shares that are in the collective deposit:
The Company’ Shareholders whose name are legally listed in the account holder or Indonesian Central Securities Depository (KSEI) on July 22nd, 2020 up to 04:00 p.m West Indonesia Time. For holders of KSEI account in the collective deposit, it is required to give the Shareholder List that it manages to KSEI to receive Writen Confirmation for Meeting (“KTUR”).
4.a. The Company’ Shareholders or their representatives who will attend the Meeting is respectfully asked to provide a photocopy of the Collective Share Certificate and a photocopy of their Identity Card (KTP) or any other form of valid identity card to the registration officer before entering the Meeting’s room. For the Company’s Shareholders that are incorporated, they are required to provide 1 (one) set photocopy of the deed of incorporation, last amendments of the deed of articles of association, and the latest deed of the last appointment of Board of Directors and Board of Commissioners of the Company to the registration officer before entering the Meeting’s room. Specifically for the Shareholders that is registered in the collective deposit is required to bring the KTUR by their name to the registration officer before entering the Meeting’s room;
b. The Company’s Shareholders who are unable to attend can be represented by their attorneys by bringing a valid power of attorney as determined by the Company’s Directors (“Power of Attorney”) and by attaching a photocopy of Identity Card (KTP) or any other form of identity card which is still valid from the Company’ Shareholders as an Authorizer and its attorney with the provision that the member of Company’s Director, the Board of Commissioners and employee of the Company can act as the representative of the Company’s Shareholder in this Meeting, but their vote is not counted. For the Company’s Shareholders whose address is listed overseas, the power of attorney letter must be legalized by a public notary or an authorized official and the local Indonesian Embassy.
c. The power of attorney form can be obtained on the Company’s website (https://tunasbarulampung.com) or at the BAE office during business hours on each working day;
d. All the power of attorney letters must be received by the Board of Directors through the BAE by the latest 1 (one) working day before the date of the Meeting, that is on Thursday, August 13th, 2020 up to 04:00 p.m. West Indonesia Time.
5. With reference to the Indonesian Financial Services Authority Regulation
No. 15/POJK.04/2020 on the Planning and Convening of the General Meetings of Shareholders of Public Companies, and Government Regulation No. 21 of 2020 on the Large-Scale Social Restrictions, the Company gives options to each Shareholder who decides not to be present or unable to attend the Meeting to be able to represent its vote to the BAE as an Independent Representative of the Company, by using the eASY.KSEI application (e-proxy) which can be accessed on the official KSEI website at https://akses.ksei.co.id/ along with official guidelines provided on the official KSEI website (https://www.ksei.co.id/data/download-data-and-user-guide) by the latest 1 (one) working day before the Meeting date, that is on Thursday, August 13, 2020, Thursday, August 13th, 2020 up to 04:00 p.m. West Indonesia Time.
6. To minimize the physical presence as an attempt to support the Government’s program in order to prevent the Covid-19 Virus, the Company appealed to all Shareholders or Shareholders’ Representatives to be able to use the power of attorney facilities provided by the Company either electronically through the eASY.KSEI application or to authorize the BAE of the Company.
7. For health reasons and measures to prevent the spread of the COVID-19 Virus, the Company does not provide the Company’s Annual Report and Meeting agenda materials in printed form, the Company will provide them through the Company’s website (https://tunasbarulampung.com) and/or on the official website eASY KSEI from the Invitation date until the date of the Meeting.
8. For the Shareholders or Shareholders’ Representatives who still physically present at the Meeting, must follow and pass the security and health protocols that applies at the Meeting room, as follows:
a. Using masks.
b. Detection and monitoring of body temperature to ensure Shareholders and Shareholders’ Representatives are not experiencing body temperature above normal.
c. Fill out the Health Declaration which can be downloaded on the Company’s website (https://tunasbarulampung.com) from the Invitation date to be filled out and submitted to the registrar before entering the Meeting’s room.
d. Following the directions of the Meeting officer in implementing the physical distancing policy at the Meeting’s room.
e. The Company will re-announce if there are changes and/or additional information related to the procedure for implementation the Meeting with reference to the latest conditions and developments regarding integrated handling and control to prevent the spread of the COVID-19 Virus.
f. For health reasons and measures to prevent the spread of the COVID-19 Virus, the Company does not provide food/drinks and souvenirs for Shareholders or Shareholders’ Representatives who are present at the Meeting.
9. To simplify the arrangement and orderliness of the Meeting, the Shareholders or their representatives are kindly requested to be present at the Meeting’s room 30 (thirty) minutes before the Meeting begins.
Jakarta, July 23rd, 2020
The Board of Director