May, 22 2023
SHAREHOLDERS INVITATION (22nd May 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 (meeting/AGM) that will be held on:
Agenda of the AGM is as follows:
||Tuesday, 13rd June 2023
||09:00 Western Indonesian Time (WIB) - end
||Meeting Hall/Aula of PT. Gunawan Dianjaya Steel Tbk.
||Jl. Margomulyo No. 29A, Tambak Sarioso, Asemrowo
- Approval of Annual and Financial Report for the year 2022.
- Approval of the appointment of the Public Accounting Firm who will be conducting audit of the Company’s Financial report for the year 2023.
- Approval of the amount of Board of Commissioners’ salary/honorarium during the year 2023 and administering authority to the Board of Commissioners to decide the amount of directors’ salary and allowance.
- To honorarily discharge all Directors and Board of Commissioners of the Company; To honorarily reinstate the Board of Commissioners and part of 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 2022 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. 3d 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.
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 3.
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 Friday 19th May 2023 at 16:15 WIB.
Meeting will be held physically with limited attendance and electronically using eASY.KSEI application provided by KSEI with regard to FSA (OJK) Rule No. 16/POJK.04/2020 regarding Electronically Organizing a General Meeting of Shareholders of a Registered Company.
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. In prioritizing precaution and vigilance against the development of the COVID-19 pandemic condition, the Company encourages its shareholders to give their authorization and votes electronically (e-Proxy).
As a preventive measure against the spred of COVID-19, the Company is limiting visitors to 15 shareholders or proxies using “first come first serve” basis and following healh procedures taken by the meeting organizer. A shareholder or a proxy who is at the venue but unable to enter the Meeting hall due to the limited capacity is still able to exercise his/her rights by attending electronically or to give authorization (to attend and give his/her votes on each agenda) to independent parties appointed by the Company, namely PT BSR Indonesia, by filling and signing on written authorization letter provided by the Company at the venue. Shareholders whose shares are placed in the KSEI collective custodian are to submit Written Confirmation for Meeting (KTUR) when entering the meeting hall. KTUR may be obtained from securities agents of each shareholders.
Shareholders whose shares are placed in the KSEI collective custodian are to submit Written Confirmation for Meeting (KTUR) when entering the meeting hall. KTUR may be obtained from securities agents of each shareholders.
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 to represent 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.
- Registration will be closed 30 (thirty) minutes before the meeting starts. For the orderliness of the meeting, shareholders or proxies, attending the meeting, are expected to have filled the list of attendants before registration time closed.
- Laporan Tahunan tahun 2022 dan/atau materi rapat tersedia di kantor perseroan dan dapat diperoleh atas permintaan tertulis dari pemegang saham sejak hari ini atau dapat diakses melalui situs web Perseroan (www.gunawansteel.com).
Annual Report for the year 2022 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, January 06, 2023
PT. GUNAWAN DIANJAYA STEEL TBK.
Board of Directors