CONVOCATION
ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT GARDA TUJUH BUANA Tbk.
("Company")
Directors of PT Garda Tujuh Buana Tbk. (here in after referred to as the "Company") domiciled in Jakarta by inviting the Shareholders of the Company to attend the Annual General Meeting of Shareholders (AGMS) and the Extraordinary General Meeting of Shareholders of the Company (here in after referred to as the "Meeting") which will be held on:
Day/Date : Wednesday, 28 June 2023
Place : Balairung Kiani
Gedung Menara Hijau 2nd Floor
Jl. MT Haryono Kav. 33
Jakarta 12770, Indonesia
Time : 14.00 - 15.00 WIB
Agenda of AGM:
- 1. Approval of the Company's Annual Report including ratification of the Company's Board of Commissioners Supervisory Report, as well as ratification of the Company's Financial Statements for the 2022 Fiscal Year;
Explanation:
Pursuant to Article 69 paragraph 1 of Law Number 40 of 2007 concerning Limited Liability Companies (UUPT) and Article 11 paragraph 5 letter a junto Article 21 paragraph 3 of the Company's Articles of Association, the Company's Consolidated Financial Statements and the Company's Annual Report including the report on the supervisory duties of the Board of Commissioners must obtain approval from the Meeting as well as grant full release and discharge of responsibility (a quit et de charge) to the Directors and/or the Board of Commissioners for the management and supervision that has been carried out during 2022.
- 2. Determination of the use of the Company's net profit for the 2022 financial year;
Explanation:
Based on Article 71 Paragraph 1 UUPT and Article 11 Paragraph 5 letter b in conjunction with Article 22 of the Company's Articles of Association, a plan for the use of the Company's net profit for the 2022 financial year will be submitted.
- 3. Appointment of a Public Accountant to audit the Company's Financial Statements for the 2023 financial year and determine the honorarium;
Explanation:
Based on Article 11 paragraph 5 letter c of the Company's Articles of Association, the appointment of a public accountant who will inspect or audit the Company's books and records for the 2023 financial year is to be approved by the Meeting.
Agenda of EGMOS:
- 1. Approval of changes to the Company's Articles of Association
Explanation:
Amendments to the Company's Articles of Association comply with the Indonesian Business Field Standard Classification 2020 (KBLI 2020) and Financial Services Authority Regulations (POJK).
NOTES:
- The Company does not send separate invitations to Shareholders because this summons advertisement is an official invitation in accordance with the provisions of Article 12 Paragraph 11 of the Company's Articles of Association.
- Those entitled to attend/represent at the Meeting are the Company's Shareholders whose names are registered in the Register of Shareholders and/or owners of securities account balances at the Collective Custody of PT Kustodian Sentral Efek Indonesia (KSEI) at the closing of share trading on the Indonesia Stock Exchange on Monday, June 5, 2023.
- The Company urges Shareholders to provide power of attorney with the following mechanism:
a. Based on the Decree of the Board of Directors of KSEI regarding the Implementation of KSEI Electronic General Meeting System Facilities (eASY.KSEI) as an Electronic Authorization Mechanism in the Process of Holding GMS for Securities Issuers which are Public Companies and Their Shares are Kept in KSEI Collective Custody, the Company provides an alternative to granting power of attorney to holders shares electronically, namely by using e-Proxy in eASY.KSEI.
b. Shareholders can authorize e-proxies to the Company's Securities Administration Bureau: PT Datindo Entrycom, Jl. Hayam Wuruk No. 28, Jakarta 10120. Tel: +62 21 – 3508077, Fax: +62 21 – 3508078, Email: dm@datindo.com
c. Non-electronic Power of Attorney: In the event that a shareholder will attend a meeting outside the eASY.KSEI mechanism, the Form of Power of Attorney and Declaration can be downloaded on the Company's website (www.gtb.co.id). A Power of Attorney that has been filled in completely must be submitted to the Company's Share Registrar (“BAE”), namely PT Datindo Entrycom, Jl. Hayam Wuruk No. 28, Jakarta 10120. Tel: +62 21 – 3508077, Fax: +62 21 – 3508078, Email: dm@datindo.com. no later than Tuesday, June 27, 2023.
d. Shareholders or their proxies who will attend the Meeting or Shareholders who will exercise their voting rights in the eASY.KSEI application can inform their attendance, the proxy and their votes through the eASY.KSEI application at the https://www.ksei.co.id link.
- Shareholders whose shares are registered in KSEI's collective custody are encouraged to authorize their presence through electronic power of attorney (E-Proxy).
- The Company does not provide printed or souvenir materials for the Meeting and Annual Report to Shareholders or their proxies attending the Meeting.
- Materials for the Meeting agenda including the Financial Report and Annual Report are provided through the Company's website www.gtb.co.id and KSEI's website https://access.ksei.co.id and are available to Shareholders from the date of the Invitation to the Meeting until with the Meeting being held.
- Shareholders who will attend the Meeting in person will be subject to the COVID-19 prevention protocol, as follows:
i. Shareholders or Shareholders' Proxies who come to the Meeting venue must wear masks.
ii. Shareholders or Shareholders' Proxies with flu/cough/runny nose/fever/sore throat/shortness of breath are not allowed to enter the Meeting venue.
iii. The meeting applies a physical distancing policy within a minimum range of 1 (one) meter.
- Shareholders or their proxies who will attend the Meeting are asked to submit a photocopy of their Identity Card (KTP) or other proof of identity before entering the Meeting room.
- Shareholders whose shares are not deposited in the collective custody of the Indonesian Central Securities Depository (KSEI) who will attend the Meeting, are required to show the original or submit a photocopy of the collective custody letter and photocopy of Identity Card (KTP) or other proof of identity before enter the meeting room.
- Shareholders in the form of a Legal Entity represented by a party entitled to represent and act for and on behalf of the Legal Entity must submit a photocopy of the Articles of Association and its amendments along with the Final Management Structure.
- To facilitate the arrangement and order of the Meeting, the Shareholders or their legal proxies are kindly requested to be at the Meeting venue no later than 15 (fifteen) minutes before the Meeting starts.
Jakarta, 6 Juni 2023
PT Garda Tujuh Buana Tbk.
Direksi
