The Board of Directors of PT Wicaksana Overseas International Tbk. (the “Company”), having its domicile in North Jakarta, hereby invites the Shareholders of the Company to attend the Company’s Extraordinary General Meeting of Shareholders (the “Meeting”), which will be held on:
Day/Date : Thursday / 17 March 2022
Time : 10.00 a.m. – until finish
Venue : The Company Head Office, Jl. Ancol Barat VII Blok A 5D No. 2 North Jakarta, 14430, Indonesia
MEETING’S AGENDA AND EXPLANATION
The Company’s Board of Directors proposes the following agenda for discussion and/or approval from the Shareholders of the Company:
1. Changes of composition of members of the Board of Directors of the Company
Changes in the composition of the members of the Board of Directors were made in connection with the resignation Mr. Iwan Widarmana as President Director based on letters dated 14 January 2022. In accordance with the provisions Article 17 paragraph (2) dan paragraph (6) letter a letter a the Company’s AOA, Article 3 paragraph (1), Article 4, and Article 8 OJK Regulation No. 33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Issuers or Public Companies, this agenda item is required to decide on the appointment and dismissal of members of the Board of Directors shall be approved by the Meeting, as well as recommendation from Nominating and Remuneration Committee.
2. Approval for changes of the Article of Association of the Company
Pursuant to Indonesian Standard Classification 2020 (“KBLI 2020”) to meet the requirements of Integrated Online Licensing with a Risk-Based Licensing Approach (“OSS RBA”), the Company will propose to the Meeting for obtaining approval of the amendments of the Company’s AOA, to amend several article provisions regarding the Company Purposes and Objectives for adjustment to the KBLI 2020 and the authority of Board of Directors.
QUORUM OF ATTENDANCE AND RESOLUTION OF THE MEETING
1. The Meeting is valid and entitled to take the lawful and binding resolutions if attended by the Shareholders or their authorized proxies representing more than 1/2 (half) of the total shares issued by the Company with valid voting rights, however, specifically for the Agenda Item No. 2, the Meeting is valid and entitled to take the lawful and binding resolutions if attended by the Shareholders or their authorized proxies who represents at least 2/3 (two third) of the total shares issued by the Company with valid voting rights.
2. The Meeting’s resolutions are made based on deliberation for consensus. In terms of the deliberation for consensus fails to be reached, the resolutions shall be valid if it approved by more than 1/2 (half) of the total shares with valid voting rights present or be represented at the Meeting, however, specifically for the Agenda Item No. 2, the resolution is valid if approved by more than 2/3 (two third) of the total shares issued by the Company with valid voting rights attended/represented at the Meeting.
1. The Company will not send any separate invitations to the Shareholders as this Meeting Invitation shall serve as an official invitation to the Meeting.
2. The Shareholders that are entitled to attend or be represented by Proxy at the Meeting are those whose names are recorded in the Shareholders Register of the Company or the Shareholders whose shares are at the collective depository of PT Kustodian Sentral Efek Indonesia (“KSEI”) according to the collective deposit accounts at the closing on Tuesday, 22 February 2022 at 4.00 p.m.
3. In connection with the issuance of KSEI’s letter No. KSEI-4012/DIR/0521 dated 31 May 2021 regarding the Implementation of the e-Proxy Module and e-Voting Module on the Application of eASY.KSEI along with the General Meeting of Shareholders, KSEI has now provided e-GMS Platform to convene an electronic GMS. Therefore, the Company decides to hold the GMS electronically whereby Shareholders of the Company can attend the Meeting electronically through the Electronic General Meeting System application accessible through the following link https://akses.ksei.co.id/ (eASY.KSEI) provided by KSEI.
4. The Company will still hold physical Meetings which can be attended by Shareholders with limited participant by taking into account the provisions for the Prevention of the Spread of the COVID-19 Virus which are described below.
5. Shareholders who are unable to attend or choose to not attend the Meeting (whether in-person or electronically) may be represented by their proxies with the following terms:
a. Granting their authority via electronic means (e-Proxy) to Independent Parties appointed by the Company to represent and vote at the Meeting through eASY.KSEI. The Independent Party are staffs from the Securities Administration Bureau (the “Registrar”) specially appointed by the Company for the Meeting, namely PT Datindo Entrycom. If the power of attorney is granted by e-Proxy, legalization as stipulated in letter b as mention below is not required. Parties who can be a recipient of e-Proxy must be legally competent and not a member of the Board of Commissioners, Directors and employees of the Company, and follow other provisions as stipulated in POJK No. 15/2020; or
b. Granting the authorization by filling out a Proxy Form which can be downloaded on the Company’s website, with the conditions:
c. Considering the COVID19 pandemic situation, granting power of attorney to an Independent Party appointed by the Company as mentioned above is highly recommended and can also be done through conventional way using the Proxy Form, in addition to electronically via eASY.KSEI as described in point (a) above;
1) Any member of the BOC, BOD, and any employee of the Company may act as a proxy for the Shareholders in the Meeting, but any vote they cast as proxy in the Meeting will not be counted in the voting (including if such person act as the Shareholders);
2) The Shareholders are not allowed to split their authority of some shares to more than one proxy with different vote;
3) Proxy Form from the Shareholders executed overseas must be legalized by the local public notary and the official representative Embassy/Consulate Office of the Government of the Republic of Indonesia;
4) The completed Proxy Form as well as the copy of valid ID or proof of valid personal identity document of the authorizer/grantor must be submitted to the Company, at the latest three (3) working days before the Meeting, through the Registrar. Address of Registrar: PT Datindo Entrycom, with registered address in Jl. Hayam Wuruk No. 28 Lantai 2, Gambir, Central Jakarta, 10120, Indonesia Phone: : (+6221) 350 8077, Fax.: (+6221) 350 8078, e-Mail: firstname.lastname@example.org, website: www.datindo.com;
5) Proxy of Shareholders who are legal entities (Legal Entity Shareholders) are obliged to submit:
a) Copy of the applicable Article of Association ;
b) Document referring to appointment of Directors/legal representative; to the Company through the Registrar as per above mentioned address, no later than March 11, 2022 at 4.00 p.m. Western Indonesia Time.
6. All materials for the Meeting, including description/explanation of each Meeting’s agenda, Proxy Form, and Meeting’s Rules of Conduct, etc, can be accessed/obtained through website of KSEI/eASY.KSEI application and the Company’s website (www.wicaksana.co.id).
7. Shareholders of the Company are expected to carefully read the Meeting’s Rule of Conduct, including for those who will attend the Meeting electronically, the electronic Meeting guideline available at eASY.KSEI application’s website (https://easy.ksei.co.id/ ).
8. Any changes and/or additional information related to the implementation procedures of the Meeting which has not incorporated under this Invitation will be further updated on website of KSEI/eASY.KSEI application and the Company’s website.
SPECIFIC PROVISION ON THE PREVENTION OF THE SPREAD OF COVID-19 VIRUS
1. By fully observing the Government’s direction and OJK’s Provision on the Prevention of COVID19 Outbreak, although we will still hold physical Meeting for the Shareholders, the physical attendance of Meeting participants will be limited by considering room capacity and applicable laws and regulations regarding the imposition of restrictions on social activities/mass associations (PSBB/PPKM). Therefore, the Company hereby advise the Shareholders to not attend the Meeting in-person, but to attend the Meeting electronically or to authorize Independent Party appointed by the Company as stated in General Provisions No. 4 above either with a conventional power of attorney or using eASY.KSEI application.
2. For Shareholders and/or their Proxy who will attend the Meeting in-person, must follow and pass the safety and health protocols applicable at the Meeting venue as follows:
a. The Company requires the Shareholders and/or their Proxy to obtain a Swab Test Statement Letter from a hospital, public health center, or clinic doctor, in the form PCR swab test examination with a COVID-19 negative result issued two (2) days prior the Meeting or Antigen Swab Test examination with a COVID-19 result issued one (1) day prior the Meeting.
b. Wearing a mask at the Meeting’s venue;
c. Detecting and monitoring body temperature to ensure that the Eligible Shareholders or the proxies are not having a body temperature above normal (or higher than 36.5°C).
d. Following the direction of the Meeting committee in implementing the physical distancing policy at the Meeting venue before the Meeting starts, at the Meeting, and after the Meeting is over;
e. Following the other COVID-19 procedure and protocol on prevention of COVID-19 spread or transmission that is determined by the Company;
f. For health reasons and in the context of controlling and preventing the spread of the COVID-19, the Company does not provide food and drinks.
3. For the screening process related to the COVID-19 security and health protocol as well as the orderliness of the Meeting, the Shareholders or their Proxies are respectfully requested to be at the Meeting venue no later than sixty (60) minutes before the Meeting starts.
4. Shareholders or their Proxies who have been present at the Meeting venue but are prohibited from participating or unable to enter the Meeting room due to security and health protocol reasons can still exercise their rights by grating their authority (to attend and vote on each agenda item of the Meeting) to an Independent Party appointed by Company, by filling out and signing the Proxy Form provided by the Company at the Registration Desk.
5. The Company will limit the Shareholders or their Proxies who can attend the Meeting in-person based on first come first serve based upon the registration, until reach maximum capacity of the room in accordance with provisions of Public Activity Restriction (“PPKM”).
Complete and up-to-date information regarding the Agenda of the Meeting, including other information related to the Meeting, is available on the following website of the Company: www.wicaksana.co.id. Due to the COVID-19 pandemic, The Company does not provide printed materials for the Agenda of the Meeting.
Jakarta, 23 Februari 2022 / 23 February 2022
PT Wicaksana Overseas International Tbk
Direksi / The Company Director