Invitation to the 2023 GMS

Tuesday, 16/05/2023

Invitation to the 2023 GMS

The Company’s Board of Directors hereby invites the Company’s Shareholders to attend the Company’s Annual General Meeting of Shareholders (the “Meeting”), which will be held on:

Agenda of the Meeting as follows :

1. Approval of the Annual Report, including Supervisory Task Report of the Board of Commissioners of the Company for the financial year ended December 31, 2022 and Ratification of the Financial Report of the Company for the financial year ended December 31, 2022.Based on Article 69 and Article 78 of Law No. 40 of 2007 regarding Limited Liability Company (“Company Law”), the Annual Report and the Board of Commissioners’ Supervision Report must be approved by the Annual General Meeting of Shareholders of the Company (“GMS”) and the Company’s Financial Statements must be ratified by the Annual GMS. Therefore, the Company has proposed the above agenda to be included in the GMS.
2. Determination of the appropriation of Company’s net profit for the financial year ended December 31, 2022.Based on the Article 70 and Article 71 paragraph (1) of Company Law, the distribution of the Company’s net profit shall be decided at the Annual GMS, therefore, the Company submits the above agenda in the GMS.
3. Appointment of Public Accountant to audit the Company’s book for the financial year ended on the 31st December 2023. Pursuant to Article 19 of the Company’s Articles of Association and Article 13 paragraph 1 POJK No.13/POJK.03/2017 on the use of a Public Accountant and Public Accounting Firm in the financial services activities, the Company shall appoint at the Annual GMS, a public accountant to audit the on-going Company’s book, based on the Board of Commissioners’ proposal. Therefore, the Company has proposed the above agenda to be included in the GMS.
4. The Change of Board Composition of the Company.Pursuant to Article 94 and Article 111 UUPT due to the terms of office members of the BOC and BOD of the Company will be end in the closing of Annual GMS of the Company year 2023, it is necessary to reappoint or appoint new members of the BOD and BOC of the Company for period 2023-2025.
5. Determination of the Salary and honorarium including Facility and other allowance for Board of Directors and Board of Commissioners of the Company for year 2023.Pursuant to the Article 96 and Article 113 Company Law, Provisions concerning the amount of the salary and allowances for members of the Boards of Directors and the Board of Commissioners shall be stipulated by GMS. Therefore the Company submits the above agenda in the Meeting.
6. Amendments of the Company’s Articles of Association.Amendment of (several) of the Company’s basic provisions that will be proposed at General Meeting of Shareholders, among others :
   -Amendment of Article 17 concerning Financial, Work Plan and Company Budget and Annual Report.
   This amendment to the Articles of Association is carried out in the context of adjusting the Company’s Articles of Association refer to POJK No.14/POJK.04/2022 regarding Submission of Periodic Financial Statements of Public Companies in chapter IV concerning Media and language of announcements.

Jakarta, May 16^th 2023

Board Of Directors

PT. Tembaga Mulia Semanan, Tbk.