Notice of the Annual General Meeting of Shareholders PT. Borneo Olah Sarana Sukses Tbk 2022
Notice of the Annual General Meeting of Shareholders
PT. Borneo Olah Sarana Sukses Tbk
The Board of Directors of PT. Borneo Olah Sarana Sukses Tbk (the “Company”), hereby invited the Company’s shareholders to attend the Annual General Meeting of Shareholders (“Meeting”), which will be held on:
Day/Date : Friday, July 29, 2022
Time : 14.00 West Indonesia Time until finish
Venue : NOTUS
Senayan Park Mall, Rooftop Area
Jl. Gerbang Pemuda No.3, RT.1/RW.3, Gelora, Tanah Abang,
Central Jakarta City, Jakarta 10270
Meeting agenda as follows:
1. Approval of the 2021 Annual Report including the Supervisory Report of the Board of Commissioners and Ratification of the Company's Financial Statements ending on December 31, 2021 as well as granting full release and discharge of responsibilities (acquit et de charge) to all members of the Board of Commissioners and Board of Directors of the Company for their supervisory actions and management carried out for the financial year ending December 31, 2021
2. Approval of Determination of Use of Company Profits for Financial Year 2021
3. Shareholders' approval for the Appointment and Appointment of a Public Accountant who will audit the Company's financial statements for the 2022 financial year.
The Company will seek approval from the GMS for the appointment of a Public Accountant and/or Public Accounting Firm, in accordance with the provisions of the Financial Services Authority Regulation (POJK) Number 13/POJK.03/2017 concerning the Use of Public Accountants and Public Accounting Firms in Financial Services Activities.
4. Determination of honorarium or salary, and other allowances for the Board of Commissioners and Board of Directors of the Company for the 2022 financial year.
1. The Company will not send a specific invitation to shareholders given that this invitation constitutes an official invitation to the Company. This invitation can also be found at the Company’s website at https://www.bosscoal.com and the application of eASY.KSEI.
2. Materials related to the Meeting are available at the Company’s website as of the Invitation date on July 07, 2022 and up to the Meeting’s date on Friday, July 29, 2022, as the Company informed above.
3. The shareholders who are entitled to attend or be represented at the Meeting are those whose names are listed in the Shareholders Register of the Company as of the Stock Exchange’s closing hour on July 06, 2022.
4. Shareholders can participate in the Meeting by either:
a. physically attending the Meeting; or
b. electronically attending the Meeting through the application of eASY.KSEI
5. Shareholders who wish to attend electronically, as mentioned in item 4 letter b, must be local individual shareholders who have shares deposited in KSEI’s collective custody.
6. Shareholders can utilize the eASY.KSEI by accessing eASY.KSEI menu, Login eASY.KSEI submenu in the AKSes facility (https://akses.ksei.co.id/).
7. Prior to participating in the Meeting, shareholders must first read the terms presented in this Invitation, as well as other stipulations related to Meeting as authorized by each Company. Other terms can be found in the attached document on the ‘Meeting Info’ feature provided in the eASY.KSEI and/or Meeting invitations posted at the websites of the respective Company. The Company retains the rights to authorize more terms in relation to shareholders or shareholder representatives’ physical participation in the Meeting.
8. Shareholders who wish to physically attend the Meeting or exercise their voting rights through the eASY.KSEI, must first inform their attendance or the attendance of their appointed representatives, and/or submit their votes through the eASY.KSEI.
9. The deadline for submitting an electronic attendance declaration or electronic proxy (e-proxy) and electronic voting in the eASY.KSEI application is no later than 12.00 WIB on 1 (one) business day prior to the Meeting date.
10. Prior to entering the Meeting room, all shareholders or their representatives who wish to physically participate in the meeting must first fill in the attendance list and show original proofs of identity
11. Shareholders who wish to attend or authorize a representative to attend the Meeting electronically through the eASY.KSEI must consider the following points:
a. Registration Process:
i. Local individual shareholders who have not provided their attendance declaration before the deadline mentioned on item 9, but wish to attend the Meeting electronically, must first register their attendance through the eASY.KSEI during the date of the Meeting and before the time that the Company ends the Meeting's electronic registration;
ii. Local individual shareholders who have provided their attendance declaration but have not submitted their vote on a minimum of 1 (one) of the Meeting agendas through the eASY.KSEI before the deadline mentioned on item 9 and wish to attend the Meeting electronically, must first register their attendance through the eASY.KSEI during the date of the Meeting and before the time that the Company ends the Meeting's electronic registration;
iii. Shareholders who have authorized the Company’s Independent Representative or an Individual Representative but have not submitted their vote on a minimum of 1 (one) of the Meeting agendas through the eASY.KSEI before the deadline mentioned on item 9 and wish to attend the Meeting electronically must first register their attendance through the eASY.KSEI during the date of the Meeting and before the time that the Company ends the Meeting's electronic registration;
iv. Shareholders who have authorized an Intermediary Participant Representative (Custodian Bank or Securities Company) and have submitted their vote through the eASY.KSEI before the deadline mentioned on item 9 are required to request their registered representatives in the eASY.KSEI to register their attendance through the eASY.KSEI during the date of the Meeting before the time that the Company ends the Meeting's electronic registration;
v. Shareholders who have submitted their attendance declaration or authorized a Company-appointed Independent Representative or Individual Representative and have provided their votes for a minimum of 1 (one) of the Meeting agendas through the eASY.KSEI before the deadline mentioned on item 9 do not need to electronically register their attendance through the eASY.KSEI on the Meeting’s date. Shares’ ownership will be automatically calculated as an attendance quorum and submitted votes will be automatically counted during the Meeting’s voting process;
vi. Lateness or electronic registration failures, as mentioned in points number i - iv, for whatever reason that cause shareholders or their representatives to not be able to electronically attend the Meeting, will prevent their shares from being counted as a quorum for the Meeting;
b. Electronic Statements or Opinions Submission Process:
i. Shareholders or their representatives are provided 3 (three) opportunities to present their questions and/or opinions in discussion in each Meeting agendas. Questions and/or opinions on each of the Meeting agendas can be submitted in writing by the Shareholders or their representatives through the chat feature in the ‘Electronic Opinions’ made available in the E-Meeting Hall screen of the eASY.KSEI. Questions and/or opinions can be given as long as the Meeting’s status in the ‘General Meeting Flow Text’ status is written as “Discussion started for agenda item no. [ ]”;
ii. The mechanism of handling questions and/or opinions through 'Electronic Opinion' screen in the eASY.KSEI is determined by the respective Company and will be included in the Company’s Meeting Guidelines through the eASY.KSEI;
iii. Shareholders’ representatives who electronically attend the Meeting and submit a question and/or opinion during a discussion session of one of the Meeting agendas are required to type in the name of the shareholder and amount of shares they represent first before they write their respective questions and/or opinions;
c. Proses Pemungutan Suara/Voting:
i. The voting process will be conducted electronically through the E-Meeting Hall menu, Live Broadcasting submenu of the eASY.KSEI;
ii. Shareholders or their representatives who have not submitted their votes on the particular Meeting agenda, as mentioned in item 11 letter a number i - iii, are given an opportunity to submit their votes as the Company opens the voting period in the E-Meeting Hall screen of the eASY.KSEI. After the electronic voting period for one of the Meeting agendas is started, the system will automatically count down the voting time by a maximum of 5 (five) minutes. During the electronic voting time, a “Voting for Agenda item no [ ] has started” status would be displayed at the ‘General Meeting Flow Text’ column. Shareholders or their representatives who have not submitted their votes during a specific Meeting agenda after the ‘General Meeting Flow Text’ column’s status has changed to “Voting for Agenda item no [ ] has ended” will be considered to give an Abstain vote for the related Meeting agenda;
iii. The voting time in th electronic voting process is a standardized time set by the eASY.KSEI. Each Company can set their own policies on electronic voting time for each of their Meeting agendas (with a maximum of five minutes per Meeting agenda) and include them in the Meeting’s Guideline through the eASY.KSEI;
d. Live Broadcast of the Meeting:
i. Shareholders or their representatives who have been registered in the eASY.KSEI no later than the deadline mentioned on item 9 can watch the Meeting live via Zoom in webinar format by accessing the eASY.KSEI menu, submenu Tayangan RUPS in the AKSes facility (https://akses.ksei.co.id/);
ii. Tayangan RUPS has a capacity of 500 participants provided in a first come, first serve basis. Shareholders or their representatives who could not be accommodated in the Meeting’s broadcast are still considered to have electronically attended the Meeting and their share ownerships and votes are still counted, as long as they have registered through the eASY.KSEI, as specified above in item 11 letter a number i - v;
iii. Shareholders or their representatives who only watch the Meeting through Tayangan RUPS but were not electronically registered as participants in the eASY.KSEI, as specified above in item 11 letter a number i - v, will not be considered as a legal participant and are not counted as part of the Meeting’s quorum;
iv. Shareholders or their representatives who watch the Meeting through Tayangan RUPS can use the raise hand feature to submit questions and/or opinions during the discussion sessions for each of the Meeting agendas. Shareholders or their representatives can directly ask questions or voice their opinions if the Company has allowed and activated the allow to talk feature. Mechanisms for discussion on each of the Meeting agendas, including the use of the allow to talk feature in Tayangan RUPS are determined by the Company and included in the Meeting's Guideline through the eASY.KSEI;
v. Shareholders or their representatives are encouraged to use the Mozilla Firefox browser for the best experience in using the eASY.KSEI and/or Tayangan RUPS.
12. Authorization Mechanism:
a. The Company urges the Shareholders whose shares are in the KSEI Collective Custody to provide power of attorney electronically (“e-Proxy”), including voting for each agenda item of the Meeting, to representatives appointed by the Company's Registrar (PT Adimitra Jasa Korpora) in eASY.KSEI facility located on the KSEI Securities Ownership Reference/Access website with the link https://access.ksei.co.id;
- Electronic authorization/e-Proxy must comply with the procedures, terms, and conditions stipulated by KSEI;
- Especially for Shareholders who have provided e-Proxy, Shareholders may submit questions or opinions on the agenda of the Meeting via email to email@example.com, no later than July 28, 2022, at 16.00 West Indonesia Time.
b. In addition to the electronic power of attorney/e-Proxy mentioned above, Shareholders may grant power of attorney outside the eASY.KSEI mechanism. In connection with this, the power of attorney form can be obtained every working day during working hours at the Company's office at Wisma 77 Tower 1 8th Floor, Jl.Letjen S. Parman Kav. 77, Slipi, Palmerah, West Jakarta, or download the power of attorney format from the Company's website www.bosscoal.com, the power of attorney must be sent along with its completeness and must be received by the Company's Board of Directors at the Company's office at the address as above, no later than 1 (one) working days before the date of the Meeting. Members of the Board of Directors, members of the Board of Commissioners and employees of the Company may act as proxies in the Meeting but the votes they cast as proxies are not counted in the voting.
13. Shareholders or Proxy who attend the Meeting are required to comply with all health procedures, policies, and other arrangements implemented by the Company and the management of the building where the Meeting is held.
a. Shareholders or their proxies who will attend the Meeting are requested to show their Identity Card (KTP) or other valid proof of identity and submit a photocopy of it to the registration officer before entering the Meeting room.
b. Shareholders in the form of a Legal Entity are required to submit a photocopy of the articles of association and amendments thereto, letters of ratification/approval from the competent authority and a deed/document containing changes to the composition of the last management in office at the time the Meeting was held.
c. Shareholders whose shares are in the Collective Custody (KSEI) are required to show a Written Confirmation for the GMS (KTUR).
14. By prioritizing the principle of caution and vigilance towards the latest development of conditions related to the 2019 Corona Virus Disease pandemic (“Covid-19”), and compliance with the Applicable Covid-19 prevention and control regulations, the Company hereby conveys additional information to the Shareholders/Proxies who will still physically present at the Meeting to must follow and pass the security and health protocols applicable to the Meeting venue as follows:
a. Upon arrival, you are required to show proof of having received a Covid-19 vaccination (third dose) and must use the PeduliLindung application;
b. Properly wear a mask while in the Meeting venue and during the Meeting;
c. Wash hands or using a hand sanitizer before entering the Meeting venue;
d. Check/detect and monitor their body temperature at a place determined by the Company to ensure that Shareholders or Proxies are not having body temperature above normal 37.5º C;
e. Fill in the Health Statement provided by the registration officer before entering the Meeting venue, stating that he/she does not have a history of overseas travel within 14 (fourteen) days before attending the Meeting;
f. Follow the direction from the Meeting committee in implementing the physical distancing policy at the Meeting venue both before the Meeting begins, at the time of the Meeting and after the Meeting is being held;
g. Shareholders/Proxies who are sick even though their body temperature is still within the normal threshold, are not allowed to enter the Meeting venue;
h. Shareholders/Proxies who cough or sneeze repeatedly at the Meeting venue are kindly requested to leave the Meeting venue;
i. For health reasons and in the context of integrated control to prevent the spread of the Covid-19 virus, the Company does not provide food, souvenirs and Annual Reports in physical form to Shareholders/Proxies present at the Meeting.
j. The Company will announce on its website, if there is a change and/or additional information related to the Meeting procedure based on the latest conditions and developments regarding integrated handling and control to prevent the spread of COVID-19 virus.
15. To facilitate the arrangement and for the orderliness of the Meeting, the Shareholders or their proxies are respectfully requested to be present in the Meeting room 30 minutes before the Meeting begins.
Jakarta, July 07, 2022
Board of Directors
PT Borneo Olah Sarana Sukses Tbk