Invitation of Annual General Meeting of Shareholders
PT VOKSEL ELECTRIC Tbk (“Company”)
Domiciled at South Jakarta
INVITATION
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT Voksel Electric Tbk (“Company”), domiciled at South Jakarta, hereby invites all the Shareholders of the Company to attend the Extraordinary General Meeting of Shareholders (“Meeting”) that will be held on:
Day, date | : | Thursday, February 22nd 2024 |
Time | : | 10.00 WIB (Western Indonesian Time) – finish |
Tempat | : |
PT Voksel Electric Tbk Menara Karya Building 3rd Floor, Suite D Jalan HR Rasuna Said Block X-5 Kav. 1-2 Kuningan, South Jakarta |
AGENDA AND EXPLANATION OF MEETING AGENDA
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Approval of the change of member composition of Company’s Board of Directors;
Explanations:
That this agenda item is implemented pursuant on the provisions of Article 94 of Law Number 40 of 2007 concerning Limited Liability Companies ("UU 40/2007"), Financial Services Authority Regulation Number. 33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Issuers or Public Companies ("POJK 33/2014"), Regulation of the Financial Services Authority of the Republic of Indonesia Number 15/POJK.04/2020 concerning Planning and Organizing General Meetings of Shareholders of Public Companies ( "POJK 15/2020"), and Article 11 paragraph (6) letter a, paragraph (12) and paragraph (13) of the Company's Articles of Association ("Company AD") which essentially states that members of the Board of Directors are appointed and dismissed by the General Meeting of Shareholders.
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Approval of the change of member composition of Company’s Board of Commissioners;
Explanations:
That this agenda item is implemented pursuant on the provisions of Article 111 of Law Number 40 of 2007 concerning Limited Liability Companies ("UU 40/2007"), Financial Services Authority Regulation Number. 33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Issuers or Public Companies ("POJK 33/2014"), Regulation of the Financial Services Authority of the Republic of Indonesia Number 15/POJK.04/2020 concerning Planning and Organizing General Meetings of Shareholders of Public Companies ( "POJK 15/2020"), and Article 14 paragraph (8) letter a, paragraph (16) and paragraph (17) of the Company's Articles of Association ("Company AD") which essentially states that members of the Board of Commissioners are appointed and dismissed by the General Meeting Shareholders.
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Changes in the appointment of a Public Accountant to audit the Company's books for the 2023 financial year and delegate authority to the Company's Board of Commissioners based on the Audit Committee to appoint a replacement Public Accounting Firm and/or Public Accountant in the case of a Public Accounting Firm and/or Public Accountant appointed for any reason also unable to perform or complete his works and give authority to the Company's Directors to determine the honorarium and other requirements in connection with the appointment.
Explanations:
This Agenda in the Meeting is pursuant to Article 3 paragraph (1) Financial Services Authority Regulation No. 09 of 2023 regarding the use of Public Accountant’ and Public Accounting Firm’s Service in Financial Service. The company propose to change the appointment of Alexander Adrianto Tjahyadi as Public Accountant to audit Company’s Financial Statement for the year 2023 and delegate authority to the Company's Board of Commissioners based on the Audit Committee to appoint a replacement Public Accounting Firm and/or Public Accountant in the event that the appointed Public Accounting Firm and/or Public Accountant for any reason is unable to perform or complete its work and authorize the Company's Directors to determine the honorarium and other requirements in connection with the appointment.
THE SHAREHOLDERS WHO ARE ENTITLED TO ATTEND
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Based on Article 23 paragraph (1) POJK GMS, Shareholders, either themselves or represented by their proxies, based on their power of attorney have the right to attend the Meeting.
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Based on Article 23 paragraph (2) POJK GMS Meeting Participants are Shareholders whose names are registered in the Company's Register of Shareholders on January 30 2024 and/or owners of the balance of Company shares in the Securities Account sub-account at PT Kustodian Sentral Efek Indonesia at the close of trading at Indonesia Stock Exchange on January 30 2024 until 16.00 WIB.
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Shareholders can appoint their proxies to attend the Meeting, with the following conditions:
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Attend the meeting physically; or
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Attend meetings electronically via the eASY.KSEI application provided by KSEI with pursuant to Financial Services Authority Regulation No. 16/POJK.04/2020 concerning the Implementation of Electronic General Meetings of Shareholders of Public Companies ("POJK 16/2020")
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Grant power of attorney through the KSEI Electronic General Meeting System facility (eASY.KSEI) in the link https://easy.ksei.co.id provided by KSEI as a mechanism for providing electronic power of attorney in the process of holding a Meeting ("e-Proxy") which is carried out no later than 1 (one) working day before the Meeting is held. Power of Attorney via e-Proxy cannot be given to members of the Board of Directors and members of the Board of Commissioners, as well as employees of the Company. Shareholders who will using the eASY.KSEI application can download the usage guide at the following link (https://www.ksei.co.id/data/download-data-and-user-guide).
- In the event that Shareholders cannot access the KSEI System (eASY.KSEI), Shareholders can download the power of attorney contained on the Company's website (can be access at https://www.voksel.co.id/) to provide power of attorney and vote at the Meeting, the power of attorney must be sent to the Securities Administration Bureau ("BAE") PT PT Electronic Data Interchange Indonesia (EDII) 10th Floor, Wisma SMR, Jl. Yos Sudarso Kav 85 No. 89, Sunter Jaya, Kec. Tj. Priok, North Jkt, Special Capital Region of Jakarta 14360, as well as a scancopy to the Company's email address, namely corsecve@voksel.com and email: bae@edi-indonesia.co.id;, no later than 3 (three) working days before the Meeting date, 19 February 2024 at 15.00 WIB
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Attend the meeting physically; or
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The Eligible Shareholders or their proxies that will physically attend the Meeting are required to submit to the registrar; original written confirmations (KTUR or Konfirmasi Tertulis untuk RUPS) and their original Identity Cards or other form of valid identification before entering the Meeting room, and for the representative of the Company’s Shareholders which are legal entities, in addition to submitting the original KTUR and the copies of Identity Card or other identification, they are required to submit copies of their latest articles of association, and deed of appointment of the last management of the legal entity they represent.
MEETING MATERIALS
Materials or supporting materials for all Meeting agenda items can be accessed and downloaded via the Company's website, BEI and the eASY.KSEI application from KSEI starting from the date of the Invitation to the Meeting, or can be obtained by submitting a written request to the Company's Corporate Secretary during working hours via the email address provided above by clearly stating the name of the individual or agency they represent.
GENERAL PROVISIONS
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The meeting will be held electronically based on the provisions in POJK 15/2020 and POJK 16/2020, using the eASY.KSEI application provided by the eRUPS Provider, namely KSEI.
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This invitation to the Meeting is an official invitation in accordance with the provisions of Article 82 paragraph (2) Law No. 40/2007 and Article 52 paragraph (1) POJK 15 so that the Company does not send a separate invitation to Shareholders. This summons can also be seen on the Company's website www.voksel.co.id, the Indonesia Stock Exchange website (www.idx.co.id), and the KSEI Electronic General Meeting System application ("eASY.KSEI").
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In regard to the issuance of KSEI Directors Circular No. KSEI-4012/DIR/0521 dated 31 May 2021 concerning the Implementation of the e-Proxy Module and the Implementation of the e-Voting Module in the eASY.KSEI application along with Broadcasts of the General Meeting of Shareholders, Shareholders can attend electronically via the eASY.KSEI application which has been provided by KSEI. To use the eASY.KSEI application, Shareholders can access the eASY.KSEI menu in the AKSes facility (http://akses.ksei.co.id) with consider to the following provisions:
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Shareholders can declare their proxies and votes, change the appointment of the Proxy and/or vote choice for the Meeting Agenda, or revoke the proxies, from the date of the Invitation to the Meeting until no later than 1 (one) working day before the date of the Meeting, namely on Wednesday , February 21 2024 at 12.00 WIB.
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Shall register via the eASY.KSEI application on the date of the Meeting from 09.00 WIB to 09.45 WIB.
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Delays or failures in the electronic registration process for any reason will result in Shareholders or their proxies being unable to attend the Meeting electronically and their share ownership not being counted in the attendance quorum.
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Shareholders or their proxies who have registered on the eASY.KSEI application can watch the ongoing Meeting via Zoom webinar ("GMS Viewing") by accessing eASY.KSEI.
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Participants in the GMS broadcast are determined on a first come first served basis because the capacity is only 500 participants.
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Shareholders or their proxies who do not have the opportunity to witness the implementation of the Meeting via the GMS Broadcast are still considered legally present electronically and their share ownership and vote choices are taken into account at the Meeting, as long as they have been registered in the eASY.KSEI application.
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Shareholders who only watch the Meeting via the GMS Broadcast, but do not declare their presence on the eASY.KSEI application, will not be counted in the Meeting attendance quorum.
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To get the best experience in using the eASY.KSEI application and/or GMS broadcasts, Shareholders or their proxies are advised to use the Mozilla Firefox browser.
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Shareholders can declare their proxies and votes, change the appointment of the Proxy and/or vote choice for the Meeting Agenda, or revoke the proxies, from the date of the Invitation to the Meeting until no later than 1 (one) working day before the date of the Meeting, namely on Wednesday , February 21 2024 at 12.00 WIB.
- If after the date of this Invitation there are operational technical changes to the eASY.KSEI application, or changes to KSEI regulations, guidelines and/or explanations related to holding the Meeting electronically via the eASY.KSEI application, then these changes apply to the implementation of the Meeting, and all arrangements in these General Provisions relating to holding Meetings electronically via the eASY.KSEI application are deemed to be adjusted to these changes.
Jakarta, 31st January 2024
PT VOKSEL ELECTRIC Tbk.
Directors