THE ANNUAL GENERAL MEETING OF SHAREHOLDERS AND EXTRAORDINARY ANNUAL GENERAL MEETING OF SHAREHOLDER PT. MARTINA BERTO Tbk (“the Company”)
The Board of Directors of The Company hereby invites the Shareholders of The Company to attend the Annual General Meeting of Shareholders and Extraordinary General Meeting of Shareholders (collectively referred as the "Meetings") which will be held on:
ANNUAL GENERAL MEETING OF SHAREHOLDERS AGENDAS (AGMS):
The approval and validation of the Company’s Annual Report for the financial year ended on December 31st 2021 including the Company’s Action Report, the Board Commissioners Supervisory Action Report and the Financial Report ended on December 31st 2021, along with full release and discharge to all members of the Board of Commissioners and Board of Directors from the management actions on 30 December 2021 (acquit et de charge).
The approval of the use of the Company’s Net Profits for the financial year ended on December 31st 2021.
Report on the implementation of Social & Environmental Responsibility.
The appointment of a Registered Public Accountant and/or Public Accounting Firm to perform the audit on the Company’s Financial Statements for the financial year on December 31st 2022 and authorization the determination salary of a Registered Public Accountant and/or Public Accounting Firm as well as other requirement.
The determination salary and honorarium as well as other allowances for all members of the Board of Commissioners and Board of Directors for the 2022 financial year.
The Explanation of Annual General Meeting Of Shareholders Agendas (AGMS):
Agenda 1, 2, 3, and 5 are routine agendas held in each AGMS of the Company to meet the requirements of Law Number 40 of 2007 Concerning Limited Liability Companies and the Company’s Articles of Association.
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AGENDA (EXTRAORDINARY AGMS):
Approval of adjustment of Article 3 of the Company’s Article of Association regarding The Purposes and Objectives as well as the Business Activities of the Company in order to adjust the Standard Classification of Indonesian Business Fields
The Explanation of Extraordinary General Meeting Of Shareholders Agendas (Extraordinary GMS):
Amendments to the Company’s Article of Association Article 3 on the Purpose and Objectives and Business Activities of the Company, in order to adjust to the Standard Classification of Indonesian Business Fields 2020 (“KBLI”) in the implementation of OSS (Online Single Submission).
Notes:
The Company will not issue a separate invitation to the shareholders of the Company, therefore this Notification shall serve as the official invitation to the shareholders of the Company.
The Shareholders of the Company or represented by a valid Power of Attorney that entitled to attend or to be represented at the Meeting are:
For the shares of the Company that are not in collective custody:
The Shareholders of the Company whose names are legally registered in the list of
Company Shareholders on Tuesday, July, 28th 2022 up to 04.00 p.m. at PT. Adimitra Jasa Korpora, Indonesia Stock Exchange which is domiciled in Jakarta and has its address at Kirana Boutique Office, Jl. Kirana Avenue III Blok F3 No. 5th, Kelapa Gading, North Jakarta, 14250.
For the shares of the Company that in collective custody:
The Shareholders of the Company whose names are listed on the securities sub account in PT. Indonesian Securities Central Custodian (“KSEI”) at the close of the trading of the PT. Adimitra Jasa Korpora, Indonesia Stock Exchange on Tuesday, July, 28th 2022 up to 04.00 p.m.
As a measure to prevent the spread of the Covid-19 Virus and in support of the Government’s efforts to break the chain of the spread of the Covid-19 Virus, the Company will hold the meeting in such a way that would make the health / safety of all parties as the first priority and in compliance with the applicable regulations.
Thus, the Company will facilitate the holding of the AGMS as follows:
Mechanism for the Granting of the Power of Attorney:
The Company request that the Shareholders who are entitled who are entitled to attend the AGMS and whose shares are held in the collective custody of KSEI, grant a power of attorney by using the facility of KSEI Electronic General Meeting System (eASY KSEI), accessible on KSEI official website (https://akses.ksei.co.id/), with guidelines also available on KSEI official website (https://www.ksei.co.id/data/download-data-and-user-guide), as a mechanism for granting electronic power of attorney (e-proxy) in the holding of the AGMS.
In addition to the granting of electronic power of attorney (e-proxy) as mentioned above, Shareholders may grant power of `attorney by using other means than KSEI eASY and the power of attorney must be received by the Board of Directors of the Company no later than 3 (three) working days prior to the date of the AGMS at the Company’s address at Pulo Kambing II Street No. 1st, Jakarta Industrial Estate Pulogadung, East Jakarta PO. Box 4080 / JAT 13010.
For health reasons and as COVID-19 Virus preventive measures, the Company will not be providing any food/drink, souvenirs and the materials of AGMS in hardcopy. The materials for AGMS for each item on the AGMS agenda will be available on the Company's website (www.martinaberto.co.id) and/or on KSEI eASY official website from the date of the invitation AGMS to the date of the AGMS.
In connection with the issuance of PT. Indonesian Central Securities Depository (“KSEI”) No. KSEI-4012/DIR/0521 dated May 31, 2021 regarding the Implementation of the e-Proxy Module and e-Voting Module on the eASY.KSEI Application along with the Impressions of
the General Meeting of Shareholders, KSEI has now provided e-GMS Platform to convene an electronic GMS. Therefore, the Company decides to hold the GMS electronically whereby Shareholders of the Company can attend and vote in the Meeting electronically through the Electronic General Meeting System application accessible through the following link https://easy.ksei.co.id/egken (eASY.KSEI) provided by KSEI taking into account the following provisions:
Shareholders inform their attendance or appoint their proxies and/or submit no later than 12.00 a.m on 1 (one) working day before the date of the Meeting.
For shareholders that will attend or appoint proxy electronically for the Meeting through eASY.KSEI application shall consider the following items :
Registration Process;
Process for Submission of Question/Comment Electronically;
Voting Process;
AGMS Broadcast
Shareholders or their proxies who will attend the Meeting are requested to bring and submit to the registration officer before entering the Meeting:
For individual Shareholders:
- a copy of identity in the form of Residential ID card/passport of the Shareholder and/or their Proxy.
- a copy of Shares and/or Collective Shares (in terms of shares held in the form of script)
For shareholders in the form of legal entities, cooperatives, foundations or pension funds:
- a copy of identity in the form of Residential ID card/passport from the authorized Director and/or their Proxy;
- a copy of articles of association and latest amendment and deed of appointment of the latest Board of Directors and Board of Commissioners of the Company;
- a copy of Shares and/or Collective Shares (in terms of shares held in the form of script).
For Shareholders or Shareholders' proxy who still remain physically attendance at the GMS, shall follow and pass the security and health protocols applicable at the GMS venue, as follows :
Bring the original Certificate of Antigen Swab Results (non-reactive) or PCR Swab (negative) obtained from a hospital, health center or clinic with a collection date of up to 1 (one) day before the date of the Meeting, which is July 20th 2021, with costs to be borne by the Shareholder or their proxies.
Use a mask.
Detection and monitoring of body temperature to ensure Shareholders and Shareholders power of attorney are not in the body’s temperature above normal.
Following the directions of the Meeting’s committee in implementing the physical distancing policy at the GMS Venue.
The Company will re-announce if there are changes and/or additional information related to the procedure for conducting the GMS with reference to the latest conditions and developments regarding integrated handling and control to the spreading prevention of the COVID-19.
To facilitate the arrangement and orderliness of the Meeting, shareholders or the Authorized Attendees are kindly requested to be present at the Meeting room 30 (thirty) minutes before the Meeting begins.