September, 03 2018
POSTPONEMENT AND 2ND REVISED INVITATION FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT. GUNAWAN DIANJAYA STEEL TBK.
Jl. Margomulyo No. 29A, Surabaya
POSTPONEMENT AND 2ND REVISED INVITATION FOR
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Referring to the Invitation for Extraordinary General Meeting of Shareholders (“EGM”) posted on daily paper, Investor Daily dated July 24th 2018 and Postponement and Revised Invitation for EGM also posted on Investor Daily dated August 14th 2018, Directors of the Company are hereby announcing postponement and 2nd revision for EGM Invitation of the Company which is now as follows:
||Wednesday, September 26th 2018
||11.00 AM till end
||Jl. May. Jend. Sungkono No. 120 Surabaya
Agenda RUPSLB adalah sebagai berikut:
||Approval for the Merger Arrangement Plan(“Merger”) PT. Jaya Pari Steel Tbk (“JPRS”) as an Acquiree accepting the Merger, including approval for the Merger Programme and Merger Acts as well as the implementation of buyback of shares of those who disagree with the Merger with the condition the Merger can only be implemented if the shares which must be bought back by the Company and JPRS from shareholders who state their intetions to sell their shares (“Shareholders who State Intentions”) do not exceed the followings:
||As much as 1,8% of all shares issued by the Company or amounting to 147.600.000 (One hundred forty seven millions six hundred thousands) shares, in which shares will be bought back at a price of Rp 275 (two hundred seventy five Rupiah) per share; and
||As much as 2,5% of all shares issued by JPRS or amounting to 18.750.000 (eighteen millions seven hundred fifty thousands) shares, in which shares will be bought back at a price of Rp 381 (three hundred eighty one Rupiah) per share. (“Maximum value for Share Buyback”).
||Approval for the proposed change in the Articles of Association of the Company trelating to EGM agenda on point 1 above, especially Article 4 Paragraph 2 of the Articles of Association namely changes in the Issued and Fully-Paind Capital relating to Merger of the Company and disclosure of purposes and objectives of the Company on Article 3 of the Articles of Association so as to conform to BAPEPAM regulations and LK No. IX.J.1, Attachment to the chief of BAPEPAM’s decision and LK No. Kep-179/BL/2008 dated May 14th 2008 regarding the Principles of Articles of Association of a Company which conduct Public Offering of Equity Securities and a Public Company.
||Changes in the members of Board of Commisioners and Board of Directors.
||Approval for granting authority to the Directors of the Compay to implement the above-mentioned decisions, including but not limited to making or requesting for all acrs, letters as well as required documents to be made, being present in front of authorized officials, including a notary, submitting applications to authorized officials to obtain approvals or to report the, to authorized officials as according to current regulations.
Clarifications for EGM Agenda:
As according with Merger Programme announcement made by the Company dan JPRS on June 7th 2018 and EGM Invitation on July 24th 2018 as well as Postponement and Revised Invitation on August 14th 2018 through daily paper, Investor Daily, IDX website and website of the Company, the Company and PT Jaya Pari Steel Tbk intend on undertaking Merger where PT Jaya Pari Steel Tbk is the Acquiree dan PT Gunawan Dianjaya Steel Tbk is the Acquirer. The underlying motive for Merger is to simplify the corporate structure within GDST group and to increase business efficiency..
It is also noted that the Merger must obtain an approval by General Meeting of Shareholders of the Company and PT Jaya Pari Steel Tbk.
In the case there is/are (a) shareholder(s) of the Company or JPRS the Merger Programme, then in accordance with Article 62 of Limited Liability Company Law (UUPT), he/she can request for share buyback by PT Jaya Pari Steel Tbk and PT Gunawan Dianjaya Steel Tbk respectively by stating his/her intention the EGM and General Meeting of Shareholders of PT Jaya Pari steel Tbk. Merger Arrangement can only be implemented if the value of the shares which must be bought back by the Company from Shareholders who State Intentions does not exceed the Maximum Value for Share Buyback. Shareholders are requested to read detailed explanation/description about the Merger in the Merger Programme that will be announced two working days before the day of EGM, at latest
As a legal consequence of the Merger, with it being effective, new shares will be issued for parties who are currently shareholders of JPRS such that there will be increase in the Company’s issued and paid-in capital. Article of Association of the Company specifically Article 4 paragraph 2 regarding issued and paid-in capital will be changed accordingly.
Beside the change in Article 4 paragraph 2 above, the Company will make adjustments in Means of Disclosure of Purpose and so as to conform to the Means of Disclosure regulated in the BAPEPAM regulations and LK No. IX.J.1, BAPEPAM Chief’s Decision Attachment dan LK No. Kep-179/BL/2008 dated May 14th 2008 regarding the Principles of Articles of Association of a Company which conduct Public Offering of Equity Securities and a Public Company.
To improve the Company’s performance after the merger, it is believed that addition in executive personnel in the Board of Directors and Commissioners of the Company is necessary. Profiles of candidates for members of the Board of Directors and Commisioners can be observed at the Company’s website (www.gunawansteel.com).
In regards to Agenda 1,2 and 3 above, the Company grants authority to the Directors of the Compay to implement the above-mentioned decisions, including but not limited to making or requesting for all acrs, letters as well as required documents to be made, being present in front of authorized officials, including a notary, submitting applications to authorized officials to obtain approvals or to report the, to authorized officials as according to current regulations.
- Those who reserve the rights to attend are shareholders whose names are recorded in the list of shareholders of the Company on August 31st 2018 at 16:15 WIB.
- Shareholder who are unable to attend may appoint a proxy to represent him/her in the meeting based on a letter of attorney.
- Shareholders and/or their proxies are requested to submit photocopies of their Identity Cards (KTP) or other forms of valid identifications (specifically for Legal Entity Shareholders must be accompanied with proof of the rights to represent the Legal Entity) before entering the meeting hall.
- Shareholders whose shares are placed in the KSEI collective custodian are to submit Written Confirmation for Meeting (KTUR) when entering the meeting hall.
- Shareholders who disagree with the Merger Programme may request for share buyback based on the conditions stipulated in the Merger Programme. In this case, the shareholder or his/her proxy, must fill up a form of statement of intention to sell shares (“Statement of Intention Form”) with adequate stamp during EGM, as well as submitting it to the Company before the closing of Merger Agenda Session. Statement of Intention Form and Form for Power of Attorney Statement of Intention are available in the office of the Company, in the office of Security Administration Bureau of the Company (PT. BSR Indonesia) and at the Company’s website (www.gunawansteel.com).
- For the orderliness of the meeting, shareholders or proxies, attending the meeting, are expected to have filled the list of attendants, which will be provided by the Company, at 10:30 WIB.
Surabaya, September 3rd 2018PT. GUNAWAN DIANJAYA STEEL TBK.DIRECTOR