Invitation Of The Annual GMS and The Extraordinary GMS
PT MEDIA NUSANTARA CITRA Tbk
(“Company”)
INVITATION OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS AND THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
The Company’s Directors hereby invite the shareholders of the Company (hereinafter referred to as “Shareholders”) to attend the Annual General Meeting of Shareholders and Extraordinary General Meeting of Shareholders of the Company (hereinafter referred to as “Meeting”) which will be convened on:
Day, Date : Tuesday, June 27th 2023
Time : 2.00 p.m. Western Indonesia Time (WIB) - finished
Venue : MNC Conference Hall, iNews Tower 3rd Floor, Jalan Kebon Sirih No. 17-19, Jakarta Pusat 10340.
The Meeting Agendas are as follows:
The Annual General Meeting of Shareholders
- Approval of the Annual Report of the Company’s Board of Directors and Supervisory Report of the Board of Commissioners for the Financial Year ending December 31st, 2022; The Agenda is in compliance with the Company's Articles of Association under the Article 9 paragraph 4 letter a point i and Article 9 paragraph 4 letter b. 2. Approval and ratification of the Company’s Financial Statement for the Financial Year ended on December 31st, 2022 and granting a release and discharge (acquit et de charge) to the Board of Commissioners and Board of Directors of the Company respectively, for their supervisory and management duties during the Financial Year ended on December 31st, 2022. The Agenda is in compliance with the Company's Articles of Association under the Article 9 paragraph 4 letter a point ii and 9 paragraph 5.
- Approval of the Company’s profit utilization for the Financial Year ended on December 31st, 2022.
The Agenda is in compliance with the Company's Articles of Association under the Article 9 paragraph 4 letter c.
- Approval of changesto the composition of the Company’s management.
The Agenda is in compliance with the Company's Articles of Association under the Article 9 paragraph 4 letter e.
- The appointment of Independent Public Accountant to audit the Company’s Financial Year ended on December 31st, 2023 and granting the authority to the Board of Directors to determine the fees of the Independent Public Accountant, as well as other requirements appointment.
The Agenda is in compliance with the Company's Articles of Association under the Article 9 paragraph 4 letter d.
The Extraordinary General Meeting of Shareholders
Approval of amendment to Article 20 paragraph 6 of the Company’s Articles of Association regarding the announcement of the Company's balance sheet and income statement to comply with the Financial Services Authority of the Republic of Indonesia’s Regulation Number 14/POJK.04/2022 concerning Submission of Periodic Financial Statements of Issuers or Public Companies. The agenda is in compliance with the Article 19 paragraph 1 of Law Number 40 of 2007 concerning Limited Liability Companies.
Notes:
- Shareholders may attend the Meeting physically or electronically, with PT Kustodian Sentral Efek Indonesia (“KSEI”) as the System Provider for Electronic General Meeting (hereinafter referred to as “e-GMS Provider”).
- The Company does not send a separate invitation letter to the shareholders. This Meeting Invitation is in accordance with the Company's Articles of Association under the Article 10 paragraph 17 and is an official invitation to the Shareholders and can be accessed through the Company's website (https://www.mnc.co.id) (hereinafter referred to as “the Company’s Website”), the Indonesia Stock Exchange website (https://www.idx.co.id), and the e-GMS Provider website (https://easy.ksei.co.id) (hereinafter referred to as “eASY.KSEI”). 3. The eligible Shareholdersto attend or be represented at the Meeting are:
- for the Shareholders whose shares are not deposited in Collective Custody, only the Shareholders or their legitimate proxies whose name are registered in the Shareholder Register issued by the Company’s Securities Administration Agency (hereinafter referred to as “the Company’s SAA”), namely PT BSR Indonesia, as of May 31st,, 2023, by 4.00 p.m. WIB the latest; and/or
- forthe Shareholders whose shares are deposited in Collective Custody, only the Account Holder ortheir legitimate proxies of the Shareholders whose name are registered in the account holder or the custodian bank at KSEI as of May 31st,, 2023, by 4.00 p.m. WIB the latest.
- The Company provides 2 (two) alternatives of power of attorney that can be used by the Shareholders, which are:
- The Conventional Power of Attorney which can be downloaded through the Company's Website, with the following conditions:
- Conventional Power of Attorney – a Power of Attorney that includes voting and a statement on each agenda item of the Meeting. The scanned copy of the completed and signed Power of Attorney along with supporting documents can be sent via e-mail [email protected] and [email protected]. The original copy of the Power of Attorney shall be sent by the registered mail to the Company’s SAA at the following address:
PT BSR Indonesia
Gedung Sindo 3rd Floor, Jl. Wahid Hasyim No. 38, Menteng, Central Jakarta
Telephone : (021) 80864722
It shall be received by the Company’s SAA no later than 3 (three) working days prior to the date of the Meeting, i. e. on Thursday, June 22nd, 2023 at 4.00 p.m. WIB. ii. For the Shareholders having overseas registered addresses, their Power of Attorney must be legalized by a notary and an authorized officer of the Republic of Indonesia Embassy, or legalized by a registered authorized institution in the Republic of Indonesia Embassy at the local country, as relevant.
iii. The Directors, members of the Board of Commissioners or employees of the Company may act as proxies for the Shareholders at the Meeting, however the vote cast as proxies shall not be counted in the voting.
- Electronic Power of Attorney or e-Proxy that can be accessed through the eASY.KSEI – an electronic authorization system provided by KSEI for Shareholders who are Indonesian Citizen and hold an e-ID Card (e-KTP) to facilitate and integrate the Power of Attorney of the scriptless Shareholders whose shares are in the collective custody of KSEI to their proxies electronically through eASY.KSEI the latest by 1 (one) working day prior to the date of the Meeting, i.e. on Monday, June 26th, 2023 at 12 p.m. WIB. For the Shareholders who intend to use e-Proxy through eASY.KSEI may download the user guidance through the following link ( https://www.ksei.co.id/data/download-data-and-user-guide).
- The Shareholders or their legitimate proxies who will attend the Meeting are required to register themselves with the Company’s registration officer before entering the Meeting Room by submitting a copy of:
- Identity Card (KTP) or other valid identity cards; and
- Collective Share Certificate or for the Shareholders whose name are registered in the Collective Custody, Written Confirmation for the Meeting or Konfirmasi Tertulis Untuk Rapat (“KTUR”), which can be obtained from the Member of the Stock Exchange or the Custodian Bank;
Additional requirements for the legal entity Shareholders, such as a limited liability company, cooperation, foundation or pension fund, are required to bring and submit a copy of: iii. Full and complete Articles of Association; and
- Latest deeds regarding the appointment of the latest member of Board of Directors and Board of Commissioners or management.
- The Shareholders or their proxies who attend the meeting in person must adhere to the safety and health regulations and protocols implemented by the building manager and/or local authorities.
- The Shareholders or their proxies who plan to attend the meeting in person must arrive at the Meeting location no later than 30 (thirty) minutes before the Meeting begins and before registration closes at 1.30 p.m. WIB.
- The materials of the Meeting and Company’s Annual Report for the Financial Year ended on December 31st, 2022 are available on the Company's Website and/or eASY.KSEI as of the date of this Invitation until the date of the Meeting.
Jakarta, June 5th, 2023
PT Media Nusantara Citra Tbk
The Board of Directors
