Jakarta, 02 May 2018
PT TUNAS BARU LAMPUNG Tbk
Registered in South Jakarta
(“The Company”)
INVITATION
ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS
The Board of Directors invite the Company’s Shareholders to attend the Annual General Meeting of Shareholders (“Meeting”) that is going to be conducted on :
Day/Date : Thursday, 24th May 2018
Time : 10.00 a.m – finish
Place : Shangri-La Hotel, Kalimantan and Maluku Room
Jl. Jenderal Sudirman Kav. 1 – Central Jakarta
With the following agenda of the Meeting :
1. Approval and ratification of the Board of Directors’ Report on the course of business of the Company and the Company’s financial administration for the year ended on December 31st, 2017 and approval and ratification on Financial Report of the Company which includes the Balance Sheet and Calculation of Earnings/Losses of the Company for the fiscal year ended on December 31st, 2017 which have been audited by Independent Public Accountant, and approval of the Annual Report of the Company, reports on supervisory duty of the Board of Commissioners of the Company for the year ended on December 31st, 2017, as well as releasing and discharging from all liabilities (acquit et de charge) to all members of the Board of Directors and the Board of Commissioners of the Company over the management and supervision carried out in the year ended on December 31st, 2017.
Explanation:
Based on the Article 69 point (4) Law No. 40 Year 2007 on Limited Liability Company (“The Company Law”) and Article 11 point (8) of the Company’s Articles of Association, the approval on Company’s annual report, ratification of the financial report and ratification of the supervision report of the Board of Commissioners by the Meeting by releasing and discharging from all liabilities the members of the Board of Directors and the Board of Commisioners over the management of the Company for the interest of the Company, as long as that course of action is reflected in the annual report, the annual financial report and the report on supervisory duty of the Board of Commissioners, with the exception of acts of embezzlement, fraud and/or other criminal actions.
2. Determination of the use of the Company’s net profit for 2017.
Explanation:
According to Article 71 point (1) of the Company Law and Article 22 point (1) of the Articles of Association of the Company, the Company’s net profit in one fiscal year as outlined in the balance sheet and income statement that has been ratified by the Meeting is separated according to the utilization plan of the net income amount including allocation for the amount of reserve fund, the dividend, and other uses decided by the Meeting.
3. Determination of salaries and benefits for members of the Board of Directors of the Company and salaries or honorarium and benefits for members of the Board of Commissioners of the Company which made pursuant to the recommendation from Company’s Remuneration and Nomination Committee.
Explanation:
According to Article 96 point (1) and Article 113 of the Company Law and Article 15 point (14) and Article 18 point (13) of the Articles of Association of the Company, the amount of salaries and benefits or honorarium for the members of the Board of Directors and the Board of Commissioners is determined by the Meeting.
4. Delegation of authority and power to the Board of Commissioners to appoint a Public Accountant that will audit the Company’s books for the year ended December 31st, 2018 including others terms and conditions related to the appointment.
Explanation:
According to Article 36A of Indonesian Financial Services Authority Regulation No. 32/POJK.04/2014 on the Planning and Convening of the General Meetings of Shareholders of Public Companies (“POJK 32/2014”) as amended by Indonesian Financial Services Authority Regulation No. 10/POJK.04/2017 on the Amendment to POJK 32/2014 (“POJK 10/2017”, collectively with POJK 32/2014 referred to as ”POJK”), the GMS may delegate their authority to the Board of Commissioners to designate and dismiss public accountant who will grant the services of audits on annual historical of financial information.
5. Approval of the changes and appointment of members of the Board of Directors and members of the Board of Commissioners of the Company.
Explanation:
In accordance with: (i) Article 11 point (7) part e and Article 15 point (7) of the Articles of Association of the Company; and (ii) Article 3 point (1) and Article 4 of the Indonesian Financial Services Authority Regulation No. 33/POJK.04/2014 on the Board of Directors and Board of Commissioners of the Issuer or Public Company, in this Meeting’s agenda the Company may ask an approval from the shareholders of the Company related to the changes of the Board of Director members and the Board of Commissioners members. The Company will announce the profile of the new candidate of the Directors and can be viewed on the Company’s website at www.tunasbarulampung.com from the date of this invitation.
Notes:
1. The Announcement of the Meeting was announced through the daily newspaper “Investor Daily” on April 16th, 2018.
2. The Company has not sent individual invitations to each of the Company’s shareholders, and this Invitation is an official invitation for the Company’s Shareholders.
3. Shareholders of the Company who are entitled to attend or represented in the meeting are :
a. For the shares that are not in the collective deposit:
The Shareholders of the Company whose name are listed in the Company’s Shareholder List on April 30th, 2018 at the latest until 04:00 p.m. Western Indonesian Time in PT Adimitra Jasa Korpora, Securities Administration Bureau, registered in Jakarta and have official address in Rukan Kirana Boutique Office, Jl. Kirana Avenue III Blok F3 No. 5, Kelapa Gading, North Jakarta; and
b. For the shares that are in the collective deposit :
The Shareholders of the Company whose name are listed in the account holder or Indonesian Central Securities Depository (KSEI) on April 30th, 2018 at the latest until 04:00 p.m Western Indonesian Time. For holders of KSEI account in the collective deposit are required to give the Shareholder List that it manages to KSEI to receive Writen Confirmation for Meeting (“KTUR”).
4. a. Shareholders or their representatives who will attend the Meeting are respectfully requested to provide a photocopy of the Collective Share Certificate and the photocopy of their Identity Card (KTP) or any other form of valid identity card to the registration officer before entering the Meeting’ room. For the Company’ Shareholders that are incorporated are required to bring the photocopy of the Articles of Association with amendments and last amendments to Board of Directors and Board of Commissioners of the Company to the registration officer before entering the Meeting’ room. For the Shareholders that are registered in the Collective Deposit are required to bring the KTUR by their name to registration officer before entering the Meeting’ room;
b. For shareholders that are unable to attend, may be represented by a person with a valid power of attorney as set by the Board of Directors (“Power of Attorney”) by giving the photocopy of Identity Card (KTP) or any other form of identity card which is still valid from the Shareholders of the Company as an Authorizer or its attorney with the provision that the member of Company’s Director, Board of Commissioners and employee of the Company can act as the representative of the Company’s Shareholder in this Meeting, but their vote is not counted. For Shareholders whose address are listed overseas, the power of attorney letter must be legalized by a notary or an authorized official and the local Indonesian Embassy, duly stamped;
c. The power of attorney letter can be obtained on any business day and during office hours at the Company’s Securities Administration Bureau, PT Adimitra Jasa Korpora, registered in Jakarta, Rukan Kirana Boutique Office, Jl. Kirana Avenue III Blok F3 No. 5 Kelapa Gading, Jakarta Utara;
d. All power of attorney letters must be received by the Board of Directors of the Company through the Company’s Securities Administration Bureau with an address as listed at clause 4.b above, the latest 1 (one) working day before the date of the Meeting, that is on Wednesday, May 23rd, 2018 at the latest until 04:00 p.m. Western Indonesia Time.
5. The Annual Report of the company for the year book 2017 is available at the Company’s office during office hours on working day since the date of this Invitation until the date of the Meeting.
6. To help manage the Meeting, the Shareholders or their representatives are asked respectfully to arrive at the Meeting place 30 (thirty) minutes before the Meeting starts.
Jakarta, May 02nd, 2018
The Board of Directors