INVITATION
TO THE GENERAL MEETING OF SHAREHOLDERS OF
PT SINAR MAS MULTIARTHA Tbk
(“Company”)
Board of Directors hereby invites the Company’s Shareholders to attend :
I. The Annual General Meeting of Shareholders (AGMS) which will be held on:
Day / Date : Tuesday, 29 June 2021
Time : 09.30 a.m. WIB until completed
Venue : Danamas Room, Sinar Mas Land Plaza Tower II, 39th Fl. Jl. M.H. Thamrin No.51 Central Jakarta 10350
E-GMS : eASY.KSEI application
With the following agenda :
- Approval for the Company’s Annual Report including the Report of Supervisory Duty of the Board of Commissioners and validation of the Company’s Financial Statement for the fiscal year ended on 31 December 2020 concurrently granting full acquittal and discharge (volledig acquit et de charge) to the members of the Board of Directors and Board of Commissioners for the management and supervisory actions against the Company which have been implemented during the Fiscal Year 2020, as long as reflected from the Annual Report and recorded in the Financial Statement of the Company and not a criminal act or violation against the prevailing laws and regulations.
Elucidation: Compulsory agenda in AGMS pursuant to article 9 paragraph 5 of the Company’s Articles of Association.
- Approval for the Use of the Company’s Net Income for the fiscal year ended on 31 December 2020.
Elucidation: Compulsory agenda in AGMS pursuant to article 9 paragraph 4 of the Company’s Articles of Association.
- Approval for the remuneration of the Board of Commissioners and Board of Directors for the periods of January to December 2021.
Elucidation: Pursuant to article 113 of the UUPT on the Provision for salary or honorarium and benefits for the members of Board of Commissioners determined by the GMS.
- Appointment of Public Accountant from Mirawati Sensi Idris Public Accounting Firm to perform the audit of the Company’s Financial Statement for the fiscal year 2021 and to authorize the Board of Directors to determine the honorarium of Public Accountant of the said Public Accounting Firm and its other appointment conditions and the approval to delegate the Company’s Board of Commissioners to appoint other registered Public Accounting Firm with the Financial Services Authority under recommendation of the Audit Committee, if due to one thing and another the Public Accounting Firm above cannot perform its task.
Elucidation: Pursuant to article 12 paragraph 2 of the Company’s Articles of Association, article 68 of Law Number 40 of 2007 concerning Limited Liabilities Companies (“UUPT”), and Article 36A of the Regulation of the Financial Services Authority (POJK) Number 10/POJK.04/2017 concerning Amendment to POJK No. 32/POJK.04/2014 concerning Plan and Organization of General Meeting of Shareholders of Public Companies that the appointment of Public Accountant must be through GMS and POJK No. 13/POJK.03/2017 concerning the Use of Public Accountant and Public Accounting Firm Services in which the appointment of Public Accountant must be through GMS.
- Report on the Realization of Public Offering Proceeds Utilization of Sinar Mas Multiartha Shelf Registration Bond I Phase I and II Year 2020
Elucidation: In order to comply with the provisions of the Financial Services Authority Regulation (POJK) No. 30/POJK.04/2015 dated 16 December 2015 on the Report on the Realization of Public Offering Proceeds Utilization
II. The Extraordinary General Meeting of Shareholders (EGMS) which will be held on :
Day / Date : Tuesday, 29 June 2021
Time : Following the completion of RUPST
Venue : Danamas Room, Sinar Mas Land Plaza Tower II, 39th Fl. Jl. M.H. Thamrin No.51 Central Jakarta 10350
E-GMS : eASY.KSEI application
With the following agenda:
- Approval for the change of the composition of the Board of Directors and Board of Commissioners.
Elucidation: The change of the Board of Directors and Board of Commissioners with regard to the resignation and re-appointment of the new Board of Directors and Board of Commissioners.
- Approval for the change of the Company’s complete address.
Elucidation: In connection with the moving of the Company's office.
- Report on the Change in Audit Committee
Elucidation: In connection with the resignation and re-appointment of new Audit Committee.
General Terms :
- The Company does not send special invitations to the Shareholders, because this Meeting Invitation is valid as an official invitation. This invitation can also be found on the Company's website ( smma.co.id ), the Indonesia Stock Exchange’s website ( www.idx.co.id ) and the eASY.KSEI application.
- Materials related to the Meeting agenda are available at the Company's office from the date of the Invitation on 7 June 2021 until the Meeting is held on 29 June 2021, in accordance to the aforementioned Company's information.
- The Shareholders which are entitled to be present and/or being represented in the GMS are the Shareholders whose names are recorded in the Register of Shareholders on the closing hour of the Indonesia Stock Exchange on 4 June 2021;
- The participation of the Shareholders in the Meeting can be done by the following mechanism:
a. physically present at the Meeting; or
b. attend the Meeting electronically through the eASY.KSEI application; or
c. attend via proxy;
- The Shareholders who can attend in person electronically as mentioned in point 4 letter b are local individual Shareholders whose shares are kept in the collective custody of KSEI.
- To use the KSEI application, the Shareholders can access the eASY.KSEI menu located in the AKSes facility ( https://akses.ksei.co.id/ ).
- Before determining participation in the Meeting, the Shareholders must read the provisions conveyed through this invitation as well as other provisions related to the implementation of the Meeting based on the authority determined by the Company. Other provisions can be found through the document attachment in the Meeting Info feature on the KSEI application and/or the Meeting invitation found on the Company's website. The Company has the right to determine other requirements in connection with the participation of Shareholders or their proxies who will be physically present at the Meeting.
- The Shareholders who will physically attend the Meeting or the Shareholders who will exercise their voting rights through the KSEI application, may inform their attendance or appoint their proxies, and/or submit their vote by using the eASY.KSEI application.
- The deadline for submitting a declaration of presence or proxy and vote in the KSEI application is 12.00 WIB on 1 (one) business day before the date of the Meeting.
- Before entering the Meeting room, the Shareholders or their proxies who are physically present at the Meeting are required to fill out the attendance register by showing proof of original identity.
- The Shareholders who will attend or provide give proxy electronically to the Meeting through the KSEI application must pay attention to the following:
a. Registration Process
i. Local individual Shareholders who have not provided a declaration of presence or proxy in the eASY.KSEI application until the deadline in point 9 and wish to attend the Meeting electronically are required to register attendance in the eASY.KSEI application on the date of the Meeting until the electronic registration period for the Meeting closed by the Company.
ii. Local individual Shareholders who have given a declaration of attendance but have not cast a minimum vote for 1 (one) Meeting agenda in the eASY.KSEI application until the deadline in point 9 and wish to attend the Meeting electronically are required to register attendance in the eASY.KSEI application on the date of the Meeting until the registration period of the Meeting is electronically closed by the Company.
iii. The Shareholders who have given proxy to the recipient of the proxy provided by the Company or Individual Representative but the Shareholders have not cast a minimum vote for 1 (one) Meeting agenda in the eASY.KSEI application until the deadline in point 9, the recipient of the proxy representing the Shareholders is required to register attendance in the eASY.KSEI application on the date of the Meeting until the electronic registration period for the Meeting is closed by the Company.
iv. The Shareholders who have given proxy to the Intermediary/participant proxy (Custodian Bank or Securities Company) and have cast their vote in the eASY.KSEI application up to the time limit in point 9, then the representative of the proxy who has registered in the eASY.KSEI application is required to fill attendance registration in the eASY.KSEI application on the date of the Meeting until the registration period of the Meeting is electronically closed by the Company.
v. The Shareholders who have given a declaration of attendance or given proxy to the recipient of proxy provided by the Company or Individual Representative and have cast a minimum of 1 (one) or all of the Meeting agenda items in the eASY.KSEI application no later than the maximum limit time in point 9, the Shareholders or the proxies do not need to register attendance electronically in the eASY.KSEI application on the date of the Meeting. Share ownership will be automatically calculated as a quorum of attendance and the votes that have been cast will be automatically taken into account in the voting of the Meeting.
vi. Any delay or failure in the electronic registration process as referred to in numbers i – iv for any reason will result in the Shareholders or their proxies being unable to attend the Meeting electronically, and their share ownership will not be counted as a quorum for attendance at the Meeting.
b. Process for Submitting Questions and/or Opinions Electronically
i. The Shareholders or proxies have 3 (three) opportunities to submit questions and/or opinions at each discussion session per Meeting agenda. Questions and/or opinions per Meeting agenda can be submitted in writing by the Shareholders or proxies by using the chat feature in the 'Electronic Opinions' column available in the E-meeting Hall screen in the eASY.KSEI application. Submitting questions and/or opinions can be done as long as the status of the Meeting in the 'General Meeting Flow Text' column is "Discussion started for agenda item no. [ ]".
ii. The determination of the discussion mechanism per Meeting agenda in writing through the E-meeting Hall screen in the eASY.KSEI application is the authority of each Company and this will be stated by the Company in the Rules of Meeting through the eASY.KSEI application.
iii. For the proxies who are present electronically and wish to submit questions and/or opinions of their Shareholders during the discussion session per Meeting agenda, they are required to write down the name of the Shareholder and the size of their share ownership followed by related questions or opinions.
c. Voting Process
i. The electronic voting process takes place in the eASY.KSEI application on the E-meeting Hall menu, Live Broadcasting sub menu.
ii. The Shareholders who are physically present or are represented by their proxies but have not cast their votes on a Meeting agenda as referred to in point 11 letter a number i – iii, then the Shareholders or their proxies have the opportunity to submit their vote during the voting period via the E-meeting Hall screen in the eASY.KSEI application opened by the Company. When the electronic voting period per Meeting agenda begins, the system automatically runs the voting time by counting down a maximum of 5 (five) minutes. During the electronic voting process, the status of "Voting for agenda item no [ ] has started" will be seen in the 'General Meeting Flow Text' column. If the Shareholders or their proxies do not vote for a particular Meeting agenda until the status of the Meeting as shown in the 'General Meeting Flow Text' column changes to "Voting for agenda item no [ ] has ended", it will be considered as Abstain for the concerned Meeting agenda.
iii. Voting time during the electronic voting process is the standard time set in the eASY.KSEI application. Each Company may determine the timeframe for direct voting electronically per Meeting agenda (with a maximum time of 5 (five) minutes per Meeting agenda) and this will be stated in the Rules of Meeting through the eASY.KSEI application.
d. GMS Broadcast
i. The Shareholders or their proxies who have been registered with eASY.KSEI no later than the deadline in point 9 can witness the ongoing Meeting through the Zoom webinar by accessing the eASY.KSEI menu (Tayangan RUPS sub menu) located at the AKSes facility ( https: //akses.ksei.co.id/ ).
ii. The GMS Broadcast has a capacity of up to 500 participants, where the attendance of each participant will be determined on a first come first serve basis. The Shareholders or their proxies who do not have the opportunity to witness the implementation of the Meeting through the GMS Broadcast are still considered valid to be present electronically and share ownership and voting choices are taken into account at the Meeting, as long as they have been registered in the eASY.KSEI application as stipulated in point 11 letter a number i – v.
iii. The Shareholders or their proxies who only witnessed the implementation of the Meeting through the GMS Broadcast but are not registered are present electronically on the eASY.KSEI application in accordance with the provisions in point 11 letter a number i – v, then the presence of the Shareholder or proxies is considered invalid and will not included in the calculation of the Meeting attendance quorum.
iv. The Shareholders or their proxies who witness the implementation of the Meeting through the GMS Broadcast have a raise hand feature that can be used to ask questions and/or opinions during the discussion session per Meeting agenda. If the Company allows by activating the allow to talk feature, then Shareholders or their proxies can submit questions and/or opinions by speaking directly. The determination of the discussions mechanism per Meeting agenda using the allow to talk feature provided in the GMS Broadcast is the authority of each Company and this will be stated by the Company in the Rules of Meeting through the eASY.KSEI application.
v. To get the best experience in using the eASY.KSEI application and/or GMS Broadcast, the Shareholders or their proxies are recommended to use the Mozilla Firefox browser.
- If there are changes and/or additions to information related to the procedures for conducting the Meeting in connection with the latest conditions and developments that have not been conveyed through this Invitation, it will be announced on the Indonesia Stock Exchange’s Website, [KSEI website/eASY.KSEI system] and the Company's website.
- Provisions Regarding Prevention of the Spread of the COVID-19 Virus:
a. With full attention to the Government's directives and the provisions of the Financial Services Authority regarding the Prevention of the Spread of the COVID-19 Virus, although the Company will also hold a physical Meeting for the Shareholders, the physical attendance of the Meeting participants will be limited by taking into account the room capacity and applicable laws and regulations regarding the implementation on mass associations/large scale social restrictions (PSBB/PPKM). Therefore, the Company hereby appeals to the Shareholders not to be physically present but attend the Meeting electronically or give proxy:
- electronically (e-Proxy) through the Electronic General Meeting System (eASY.KSEI) facility that has been provided by KSEI to the Independent Party appointed by the Company, i.e the Securities Administration Bureau, PT Sinartama Gunita. Or
- by filling out a proxy form which can be downloaded through the Company's official website www.smma.co.id. Stamped proxy and its supporting documents must be received by the Corporate Secretary or the Securities Administration Bureau no later than 3 (three) days before the Meeting is held, i.e. on Wednesday, 23 June 2021 at 04.00 pm;
b. The Shareholders or proxies who wish to physically present at the Meeting must paid attention the following:
a. Each Meeting participant, the Shareholders or their legitimate Proxies are required to use mask;
b. Each Meeting participant, the Shareholders or their legitimate Proxies is required to be checked for his/her body temperature at the entrance door by the Meeting Committee. Those whose body temperature is above 37.5 Celsius degrees are not allowed to enter the meeting room;
c. The Meeting Committee is entitled to reject any Meeting participant, the Shareholders or their legitimate Proxies if showing any influenza symptoms, including cough, cold, and fever;
d. Meeting participants, the Shareholders or their legitimate Proxies should always maintain the physical distancing for minimum 1 meter away.
e. Each Meeting Participant, the Shareholders or their legitimate Proxies is required to submit a letter on the results of the Antigen Rapid Test/Antigen Rapid Swab or PCR Swab Test with the latest time of taking the test at least H-1 until the Meeting.
- In order to facilitate the arrangement and orderliness of the Meeting, the Shareholders or their proxies are expected to be present at the Meeting venue 30 (thirty) minutes before the Meeting begins.
Jakarta, 7 June 2021
PT Sinar Mas Multirtha Tbk
The Board of Directors