INVITATION

ANNUAL GENERAL MEETING OF SHAREHOLDERS

PT PELAT TIMAH NUSANTARA, Tbk.

(PT LATINUSA, Tbk.)

 

 

PT Pelat Timah Nusantara, Tbk. or abbreviated PT Latinusa, Tbk. (referred as “Company”) inviting the Company’s Shareholders to attend the Annual General Meeting of Shareholders for the Fiscal Year 2021 (referred as “Meeting”), which will be held on:

 

Date

:

Thursday, March 31, 2022

Time

:

09.00 WIB  - End

Place

:

Basement Meeting Room, Gedung Krakatau Steel

Jl. Jend. Gatot Subroto Kav. 54 Jakarta 12950

 

With the following meeting agenda:

  1. Approval the Company’s 2021 Annual Report includes Company’s Activity Report, Board of Commissioner’s Supervision Report and Authorization of Company’s Financial Report for the Year Ended on December 31, 2021;
  2. Determination on the use of the Company’s Net Income for the Fiscal Year 2021;
  3. Appointment of the Public Accounting Firm for auditing the Company’s Financial Statements for the Fiscal Year 2022;
  4. Determination of Tantiem for Board of Commissioners and Directors of Company for the Fiscal Year 2021, and determination of Salary, Honorarium, and Other Allowances for Member of the Board of Commissioners and Board of Directors for the Fiscal Year 2022;
  5. Changes of the Company Management Structure; (Click here for the CV)

With the following explanation of meeting agenda:

  1. The meeting agenda no. 1 to 4 is required meeting agenda in the Company’s Article of Association.
  2. The meeting agenda no. 5 is related to the completion of term of office and change proposal of the Company management structure by Company’s Shareholders.

Notes on the Meeting:

  1. This Invitation constitutes the official Meeting invitation. By this, the Company will not send a separate invitation to the Shareholders.
  2. According to Article 23 paragraph (2) POJK No. 15/POJK.04/2020 on the Plan and Implementation of the General Meeting of Shareholders of Public Companies (“POJK AGMS”), the Shareholders who have the rights to attend and give the votes in the Meeting, their names are registered on Company’s List of Shareholders or in the accounts of PT Kustodian Sentral Efek Indonesia (“KSEI”) on Company’s Stock Trading Closing in Indonesia Stock Exchange (IDX) on March 8, 2022 at 16.00 WIB.
  3. The Company provides the materials of meeting agenda which can be downloading through Company’s website www.latinusa.co.id.
  4. As a preventive action against Covid-19, the Company encourages the Shareholders to be followed the regulation from Government of Republic Indonesia by electronic attendance registration through KSEI platform (eASY.KSEI) in https://akses.ksei.co.id/ which provided by KSEI, as Physical Distancing actions and implemented the applicable health and safety protocols. The electronic registration will be open on the date of this Meeting Invitation and will be closed at least before the Meeting begin at 08.30.
  5. For the Shareholders who will attend or delegated by way of the electronic Power of Attorney through  eASY.KSEI platform is required for following:
  1. Registration Process
    1. Individual - Domestic Shareholders who not submit attendance declaration or their proxies in eASY.KSEI platform until the due date on point 4 and want to attend the Meeting by electronic platform are required to registration their attendance in eASY.KSEI platform on the date of Meeting implementation until the Meeting registration will be closed by Company.
    2. Individual - Domestic Shareholders who has submit the attendance declaration but not yet proposed their vote for minimum 1 (one) meeting agenda in eASY.KSEI platform until the due date on point 4 and want to attend the Meeting by electronic platform are required to registration their attendance in eASY.KSEI platform on the date of Meeting implementation until the Meeting registration will be closed by Company.
    3. The Shareholders who has proposed their proxies to their Attorney issued by Company (Independent Representative) or Individual Representative but the Shareholders not yet proposed their vote for minimum 1 (one) meeting agenda in eASY.KSEI platform until the due date on point 4 and want to attend the Meeting by electronic platform are required to registration their attendance in eASY.KSEI platform on the date of Meeting implementation until the Meeting registration will be closed by Company.
    4. The Shareholders who has proposed their proxies to their participant Attorney /Intermediary (Kustodian Bank or Stock Company) and has proposed their vote in eASY.KSEI platform until the due date on point 4, the representative Power of Attorney who registered in eASY.KSEI platform on the date of Meeting implementation until the Meeting registration will be closed by Company.
    5. The Shareholders who has submit attendance declaration or delegate their proxies to their Attorney issued by Company (Independent Representative) or Individual Representative and has proposed their vote for minimum 1 (one) meeting agenda in eASY.KSEI platform until the due date on point 4, the Shareholders or Attorney not required to registration attendance by electronic through eASY.KSEI platform on the date of Meeting implementation. The share ownership automatically will count as attendance quorum and the selected vote which has been proposed counted automatically in the Meeting voting.
    6. Delay or failed on electronic registration as stated on number (i) s/d (iv) with any reason may lead the Shareholders or the Shareholders’ Proxies were unable to attend the Meeting by electronic platform, also their share ownership cannot be counted as attendance quorum in the Meeting.
  2. Conveying Questions and/or Opinions by Electronic Process
  1. The number of Shareholders for each of meeting agenda are limited only for 3 (three)  from the Shareholders or their valid proxies, and each of Shareholders are only allowed to proposed 1 (one) question and/or opinion for each of meeting agenda in order the Meeting Chairperson has other decision. Questions and/or opinions for each of meeting agenda could be conveyed in writing by Shareholders or Shareholders’ Proxies by using chat section in ‘Electronic Opinions’ column which already set on E-Meeting Hall screen of eASY.KSEI. The conveying questions and/or opinions can be executed during the state of Meeting implementation on the ‘General Meeting Flow Text’ column  is “Discussion started for agenda item no. [ ]”.
  2. The determination of mechanism for meeting agenda discussion as stated through E-Meeting Hall screen of eASY.KSEI is the authority for the Company and will outlined by Company in AGMS Rules through eASY.KSEI.
  3. For the Shareholders’ Proxies who attend the meeting by electronic platform and would like to submit questions and/or their opinions during the section of meeting agenda discussion, are required to write the Shareholders names and amount of their share ownership and followed by their questions or opinions.
  1. Voting Process
    1. Electronic voting process will be implemented in eASY.KSEI platform on E- Meeting Hall menu, sub menu Live Broadcasting.
    2. The Shareholders who attend by themselves or by their attorney but not yet to proposed their vote for meeting agenda as stated on point 5 a number i – iv, the shareholders or their proxies have a chance to proposed their vote during voting process through  E-Meeting Hall screen of  eASY.KSEI which opened by Company. When the electronic voting for each of meeting agenda is begin, system will automatically operated the voting time for 5 (five) minutes. During the on-going electronic voting process will be shown the state of “Voting for agenda item no [ ] has started” on the ‘General Meeting Flow Text’ column. If the Shareholders or their proxies are not proposed their vote for specific meeting agenda until the state of Meeting implementation which shown on ‘General Meeting Flow Text’ change to “Voting for agenda item no [ ] has ended”, so it will considered as Abstain vote for related meeting agenda.
    3. Voting time during electronic voting process is the standard time for eASY.KSEI platform. Each Company can determine the voting time regulation directly for each meeting agenda (for the maximum time is 5 (five) minutes for each meeting agenda) and stated on AGMES Rules on eASY.KSEI platform.
  1. The Witness of the Meeting on Tayangan RUPST
    1. Shareholders or Shareholders Proxies who registered in eASY.KSEI platform at least on the due date of point 4 can watch the on-going Meeting implementation through webinar Zoom by access eASY.KSEI menu, submenu Tayangan RUPST which already set on AKSes (https://akses.ksei.co.id/ ).
    2. Tayangan RUPST has limited access until 500 attendances, where the attendance will determine based on first come first serve basis. For the Shareholders or Shareholders Proxies who not get a chance to watch the Meeting implementation by Tayangan RUPST will considered as valid electronic attendance along with their share ownership and their votes counted in the Meeting, as long as have been registered in eASY.KSEI as stated on the regulation point 5 a number i – iv.
    3. Shareholders or Shareholders Proxies only watch the Meeting implementation through Tayangan RUPST but not registered to attend the electronic Meeting in eASY.KSEI platform which applicable with point 5 a number i – v, the attendance of Shareholders or their proxies will considered not valid and not counted in quorum meeting attendance.
    4. To get the smooth usage by using eASY.KSEI platform and/or Tayangan RUPST, the Shareholders or their proxies are recommended to use Mozilla Firefox as the browser.
  1. For the Shareholders/Proxies who will attend the Meeting in person for the physical Meeting, please to allow the following procedures:
    1. Shareholders who not attend in person can delegate by their attorney with following regulations:
      1. The Shareholders can delegate their valid Power of Attorney to their attorney with the conditions if Boards of Directors, Boards of Commissioners, and Company’s employees can act as attorney in the Meeting but their vote not counted in the voting.  
      2. The Form of Power of Attorney can be download ("click" POWER OF ATTORNEY to download) and the fulfilled Form is required to submit to  the Company’s Share Registrar PT Datindo Entrycom which located in Jl. Hayam Wuruk No. 28, floor 2 Jakarta Pusat - 10120, Telp. (021) 350 8077 Fax. (021) 350 8078, on the working days since the Meeting invitation date until the latest on Friday, March 28 2022 at 16.00 WIB.
    2. The Shareholders (or their proxies) who will attend the Meeting asked to bring and submit copy of prevailing ID Card to the registration officer before entering the Meeting room and must fill out the attendance list.
    3. The Shareholders from legal entity asked to submit the copy of Article of Association with the changes along with updated management structure, recommended in flashdisk.
    4. The Shareholders in the KSEI collective custody are required to submit the Written Confirmation for the Meeting to the registration officer before entering the Meeting Room. Written Confirmation for the Meeting is provided at the working days in Stock Company or Kustodian Bank which the Shareholder has their stock account.
    5. The Shareholders (or their proxies) are required to follow and passed the applicable health and safety protocols in the Meeting area as follows:
  • Show the certificate of COVID-19 vaccination through electronic platform “Peduli Lindungi” as prevailing regulations.
  • Has the Swab Antigen Test which showing negative result with 1 (one) days of maximum effect or Swab PCR Test which showing negative result with 2 (two) days of maximum effect after the published, and also followed all established protocols.
  • Check-In in “Peduli Lindungi” with the green state QR code.
  • Wear a medical face mask in the Meeting area.
  • According to the detection and temperature monitoring is not having the temperature above 37° C.
  • Allowed all directive of Meeting committee in physical distancing implementation, either of before, during, and after the Meeting finish. By this, accordance to physical distancing regulation, Meeting committee limiting the Meeting room capacity.
  • Allowed the Procedure and Protocol of prevention COVID-19 which implemented by Company.
  1. The Company may make another announcement if there is any change and/or addition to the information regarding the implementation of the Meeting based on the latest development of the handling for preventing COVID-19 transmission.
  1. The Notary assisted by Share Registrar, will checked and counted the votes for each meeting agenda in the voting of meeting agenda, includes accordance to the votes by the Shareholders through eASY.KSEI as stated on point 5 above, as well as conveyed in the Meeting.
  2. To facilitate the arrangement of Meeting, the Shareholders or their valid proxies respectfully asked to have been in the Meeting area and do registration at least 30 (thirty) minutes before the Meeting begin at 08.30 WIB as the latest.

 

 

 

Jakarta, March 9, 2022

PT Pelat Timah Nusantara, Tbk.

Directors





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