Invitation of Annual General Meeting of Shareholders

PT VOKSEL ELECTRIC Tbk
(“Company”)
Domiciled at South Jakarta

INVITATION
ANNUAL GENERAL MEETING OF SHAREHOLDERS

The Board of Director of the Company hereby invites all the Shareholders of the Company to attend the Annual General Meeting of Shareholders (“AGMS”) that will be held on:

Day, date : Tuesday, June 25th, 2024
Time : 10.30 Western Indonesian Time (WIB) - 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 of Annual General Meeting of Shareholders:

  1. Approval of Annual Report and Financial Statements of financial year ended December 31, 2023;
    Explanations:
    A routine Agenda in the Meeting according to Article 69 paragraph (1) of Law No. 40 of the year 2007 about Limited Liabilities Companies (“the Company Law”) as amended by Government Regulation in Lieu of Law No.2 of 2022 concerning Job Creation as already stipulated as the Law based on Law No.6 of 2023 concerning the Stipulation of Government Regulation in Lieu of Law No.2 of 2022 concerning Job Creation Becoming the Law ("Job Creation Law ") regarding the Company’s Board of Directors and Board of Commissioners’ accountability for all management and supervisory actions carried out during the financial year of 2023.
     
  2. Report for the realization of the use of proceeds from Shelf Registration Bonds II Voksel Electric The Year 2023;
    Explanations:
    The Company proposes the agenda according to the provisions of Article 6 POJK 30/POJK.04/2015 to convey Management's accountability for the realization of the Use of Proceeds from Shelf Registration Bonds II Voksel Electric in the Year 2023.
     
  3. Approval of the change of member composition of the Company’s Management;
    Explanations:
    In accordance with Article 11 paragraph (6)a and Article 14 paragraph (8)a Article of Association of the Company, Board of Directors and Board of Commissioners of the Company are appointed and dismissed by RUPS. The Company proposes the change the Company’s Management according to Financial Services Authority Regulation No. 33/POJK.04/2014.
     
  4. Determination of honorarium and salaries for the Company’s Board of Commissioners and Board of Directors;
    Explanations:
    A routine Agenda in the Meeting, according to Article 96 and Article 113 of the Company Law as amended by Job Creation Law where the Company proposes delegating the authority of the meeting to the Company's Board of Commissioners to determine salaries and/or other benefits for members of the Board of Directors and determine the honorarium and/or other benefits for members of the Company's Board of Commissioners.
     
  5. The appointment of Public Accountant and/or Public Accounting Firm to audit the Company's financial performance for the year 2024 and to determine the honorarium and other requirements related to that appointment.
    Explanations:
    A routine Agenda in the Meeting, according to Article 3 paragraph (1) Financial Services Authority Regulation Number 9 Year 2023 regarding the use of Public Accountants’ Firm’s Service in Financial Service. The company proposes the appointment of Public Accountant and/or Public Accounting Firm to audit the Company’s Financial Statement for the year 2024 and to delegate the authority to the Company’s Board of Directors to determine the honorarium of Public Accountant and/or Public Accounting Firm and other requirements related to that appointment.
     

General Provisions:

  1. This invitation constitutes an official invitation by the provisions of Article 82 paragraph (2) of Law no. 40 of 2007 concerning Limited Liability Companies and Article 52 paragraph (1) of the Financial Services Authority Regulation No. 15/POJK.04/2020 concerning Plans and Implementation of General Meeting of Shareholders of Public Companies (“POJK 15”) so that the Company did not send a separate invitation to the Company’s Shareholders. This invitation can also be seen on the Company’s website www.voksel.co.id, Indonesia Stock Exchange’s website (www.idx.co.id), and eASY.KSEI application.
     
  2. The Shareholders who are entitled to attend or to be represented by proxy in the Meeting, are the Shareholders or their proxies, whether the valid account holders or proxies of the account holders whose names are listed in the Company’s Shareholders Register on Friday, May 31st, 2024 at 04.15 p.m. (Jakarta local Time).
     
  3. Conducting the Company's meetings electronically using the eASY.KSEI application provided by PT Kustodian Sentral Efek Indonesia (“KSEI”) with due regard to Financial Services Authority Regulation No. 16/POJK.04/2020 concerning the Implementation of Electronic General Meetings of Shareholders of Public Companies.
     
  4. In connection with the holding of the Meeting through the eASY.KSEI application as referred to above, Shareholders who are unable to attend the Meeting physically, may attend with the following mechanism:

    1. attend electronically at the Meeting or provide power of attorney electronically through the eASY.KSEI application; or
       
    2. grant power of attorney using the format of a written power of attorney as referred to in point 9 letter b of these General Provisions.
       
  5. Considering KSEI Regulation Number: XI-B of 2022 concerning Procedures for Conducting an Electronic General Meeting of Shareholders Accompanied by Voting through eASY.KSEI, the Company suggests the Shareholders to attend electronically or to grant power of attorney electronically (e-Proxy) through the eASY.KSEI application as referred to in point 4 letter a of these General Provisions by considering the following matters:

    1. Shareholders of the Company who can use the eASY.KSEI application are shareholders whose shares are at KSEI’s collective depository;
       
    2. Shareholders must first be registered at the KSEI Securities Ownership Reference facility (“AKSes KSEI”). For the Shareholders who are not registered yet, please do so by visiting the website (https://akses.ksei.co.id/);
       
    3. To use the eASY.KSEI application, Shareholders can access the eASY.KSEI menu, the eASY.KSEI Login sub-menu which is in the KSEI AKSes facility (https://akses.ksei.co.id/).
       
    Guidelines for registration, usage, and further explanation regarding the eASY.KSEI application can be seen on the website (https://akses.ksei.co.id/).
     
  6. The Company’s Shareholders or their proxies who will attend electronically through the eASY.KSEI application as referred to in point 4 letter a of these General Provisions, shall consider to the following matters:

    1. Shareholders shall declare their power of attorney and votes, change the appointment of the Attorney and/or votes choices for the Agenda of the Meeting, or revoke the power of attorney, from the Meeting Invitation date until no later than 1 (one) working day before the Meeting date, it is on Monday, 24 June 2024 at 12.00 p.m. (Jakarta Time).
       
    2. For:

      1. Shareholders of the Company who have not made an electronic declaration of attendance by the deadline as referred to in point 6 letter a of these General Provisions;
         
      2. Shareholders of the Company who have made an electronic declaration of attendance but have not yet cast their votes by the Deadline for Declaration of Attendance;
         
      3. Individual Representatives and independent parties appointed by the Company (PT Edi Indonesia as the Company's Securities Bureau (“BAE”)) who have received power of attorney from the Company's Shareholders, but the relevant Shareholders have not made their voting choice by the Deadline Declaration of Attendance;
         
      must register through the eASY.KSEI application on the Meeting date from 09.30 a.m. to 10.15 a.m. (Jakarta Local Time).
       
    3. Delay or failure in the electronic registration process for any reason will affect the Shareholders or their proxies being unable to attend the Meeting electronically and their share ownership is not counted in the attendance quorum.
       
  7. 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 forms 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.
     
  8. If there are Shareholders or their proxies who have declared or registered their attendance electronically, but then the Shareholders or their proxies are physically present at the Meeting, the Company will cancel the attendance of the Shareholders or their proxies electronically in the eASY.KSEI application.
     
  9. The Company’s Shareholders can be represented by their attorneys:

    1. by granting power of attorney electronically (e-Proxy) through the eASY.KSEI application as referred to in point 4 letter a of these General Provisions with the provisions that Shareholders are required to convey their power of attorney and/or votes, change the appointment of the attorney and/or voting choice for the meeting agenda, as well as revocation of power of attorney, electronically through the eASY.KSEI application from the invitation date until the Deadline for Declaration of Attendance;
       
    2. using the format of a written power of attorney which includes voting, which can be downloaded on the Company's website (www.voksel.co.id) with the following provisions:

      1. A scanned copy of the complete and signed power of attorney as well as the supporting documents may be submitted to the following emails: corsecve@voksel.com and to the Securities Administration Bureau Office (“BAE”) of the Company, PT Edi Indonesia at the latest by Monday, June 24th , 2024 at 04.00 p.m. through email: bae@edi-indonesia.co.id.
         
      2. The Company’s Shareholders are not entitled to grant power of attorney to more than one attorney for a portion of the number of shares they own with different votes;
         
    3. if members of the Board of Directors, Board of Commissioners and employees of the Company act as proxies at the Meeting, the votes cast are not counted in the voting.
       
  10. In connection with the issuance of Circular Letter of the Board of Directors of KSEI No. KSEI-4012/DIR/0521 dated May 31, 2021 regarding the Implementation of the e-Proxy Module and the Application of the e-Voting Module on the eASY.KSEI Application along with the Visual of the General Meeting of Shareholders, therefore, the Shareholders can attend electronically through the eASY.KSEI application that has been provided by KSEI. To use the eASY.KSEI application, Shareholders can access the eASY.KSEI menu located at the AKSes facility (http://akses.ksei.co.id) with due observance of the following provisions:

    1. The Company's Shareholders or their proxies have been registered in the eASY.KSEI application no later than June 24th, 2024 at 12.00 WIB.
       
    2. Shareholders who will attend electronically or provide their proxies electronically to the Meeting through the eASY.KSEI application shall considering to the following matters:

      1. Registration Process;
         
      2. Process for Submission of Questions and/or Opinions Electronically;
         
      3. Voting/Voting Process;
         
      4. GMS impressions.
         
    3. GMS broadcasts have a capacity of up to 500 participants, where the attendance of each participant will be determined on a first come first served basis. The Company’s Shareholders or their proxies who do not get the opportunity to witness the implementation of the Meeting through the GMS Impressions are still considered valid to attend 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.
       
    4. Shareholders of the Company or their proxies who only witness the implementation of the Meeting via GMS Impressions but are not registered as present electronically on the eASY.KSEI application, the presence of the Shareholders or their proxies is considered invalid and will not be included in the quorum calculation for meeting attendance.
       
  11. The materials of the Meeting agenda are available from the invitation is announced until the Meeting date. The Meeting agenda can be downloaded on the Company's website above, Indonesia Stock Exchange and the eASY.KSEI application, or can be obtained by submitting a written request to the Corporate Secretary of the Company during working hours through the address mentioned above.
     
  12. If after the Invitation date there are operational technical changes to the eASY.KSEI application, or changes to regulations, guidelines and/or KSEI explanations related to implementation of the meeting electronically through the eASY.KSEI application, then these changes apply to the implementation of the Meeting, and all arrangements in these General Provisions related to the implementation of the meeting electronically through the eASY.KSEI applications are considered to be adjusted to these changes.
     

 

 

Jakarta, June 3rd 2024
PT VOKSEL ELECTRIC Tbk.
Board of Directors

 

Download File Power of Attorney