June, 17 2022
SHAREHOLDERS INVITATION (12July 2022)
PT. GUNAWAN DIANJAYA STEEL Tbk.
Jl. Margomulyo No. 29A, Surabaya
Shareholders of PT. Gunawan Dianjaya Steel Tbk. (the Company) are hereby invited to attend Annual General Meeting of Shareholders (AGM) that will be held on:
||Tuesday, 12nd July 2022
||09:00 Western Indonesian Time (WIB) - end
||Meeting Hall PT. Gunawan Dianjaya Steel Tbk
||Jl. Margomulyo No. 29A, Tambak Sarioso, Asemrowo
Agenda of the AGM is as follows:
- Approval of Annual and Financial Report for the year 2021.
- Approval of the appointment of the Public Accounting Firm who will be conducting audit of the Company’s Financial report for the year 2022.
- Approval of the amount of Board of Commissioners’ salary/honorarium during the year 2022 and administering authority to the Board of Commissioners to decide the amount of directors’ salary and allowance.
- Changes in the Articles of Association of the Company article 2 paragraph 1, in order to adjust to Financial Services Authority (OJK) regulation No. 33/POJK.04/2014 dated 8th December 2014 regarding Directors and Board of Commissioners of a registered issuer or a Public Company, into:
Meeting of the Board of Commisioners may be conducted, at the minimum, once every two months or at any time deemed neccessary by the President Commissioner or by 1/3 (one third) of the Board of Commissioners or through a written request by the directors’ meeting or though the request of 1 (one) or more shareholders who represent at lesat 1/10 (one tenth) of all shares with legitimate voting rights, in a meeting in which the Board of Commissioners may invite the Directors.
With details as follows:
In this section we will announce Directors’ Report and the Board of Commissioners’ Supervisory Report concerning finance and operations of the Company as stated in the Company’s Annual Report and Financial Report for the year 2021 audited by a Public Auditing Firm. This is to obtain approval of the Reports in the AGM as according to The Company’s Article of Association Article 17 No. 13.
As stated on The Company’s Article of Association article 19 no. 2d and FSA Regulation (POJK) no. 10/POJK.04/2017, the appointment of a Public Accountant and/or a Public Accounting Firm who/which will be giving audit service over the historical annual financial report must be done in the AGM and the AGM also delegates authority to the Board Of Commissioners, with explanations regarding:
- Reasons for the delegation; and
- Criterias or restrictions on the Public Accountant Firm which can be appointed.
This is to fulfil the Company’s Article of Association article 14 no. 6 which state that the amount of a salary or honorarium or allowance of a member of the Board of Commisioners is decided by AGM and also to fulfill article 11 no. 5 and Company Law No. 40 year 2007 concerning a Publicly-listed Company article 96 which state the amount of salary and allowance of members of the Board of Directors is decided based on the AGM decision and that the authority of the AGM can be given to the Board Of Commissioner.
This is to fulfill Financial Services Authority (OJK) Regulation No. 33/POJK.04/2014 dated 08 December 2014 regarding Directors and Board of Commissioners of a Registered Issuer or a Public Company article 31 paragraph 1.
- The Company do not disperse individual invitations to shareholders. This serves as a invitation or announcement.
- Those who reserve the rights to attend are shareholders whose names are recorded in the list of shareholders of the Company on Thursday 16th June 2022 at 16:15 WIB.
- A shareholder who are unable to attend may appoint a proxy to represent him/her in the meeting and the first can give authorization electronically (e-Proxy) via eASY.KSEI to the Independent Proxy provided by the Company which is Biro Administrasi Efek Perseroan (PT. BSR Indonesia) and submit his/her vote at latest 1 (one) working day at 12:00 (WIB) before the AGM.
- Shareholders whose shares are placed in the KSEI collective custodian are to submit Written Confirmation for Meeting (KTUR) when entering the meeting hall.
- A shareholder and/or a proxy who attend the meeting must follow these procedures:
- To submit a copy of their Identity Cards (KTP) and to show the cards or other valid identification (A representation of a shareholder which is a legal entity must be accompanied by a proof of authorization by the entity) before entering the hall.
- To wear a mask, to not handshake any one at all time and must maintain safe proximity with other attendants in the meeting.
- To submit a negative antigen or a PCR Covid-19 swab test result letter and the sample must be taken at 1 (one) days before the date of the meeting or earlier.
- For the orderliness of the meeting, shareholders or proxies, attending the meeting, are expected to have filled the list of attendants 30 (thirty) minutes before the meeting starts.
- Annual Report for the year 2021 and meeting materials are available in the Company’s office and can be obtained by written request from shareholders starting from today and/or be accessed through the Company’s website (www.gunawansteel.com).
Surabaya, 17th June 2022
PT. GUNAWAN DIANJAYA STEEL TBK.