ANNOUNCEMENT OF SUMMARY OF

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

PT GARDA TUJUH BUANA Tbk

("Company")

 

 

The Board of Directors of the Company, domiciled in South Jakarta, hereby informs that the Company has held an Extraordinary General Meeting of Shareholders ("Meeting"), namely:

 

A. DAY/DATE, PLACE, TIME AND AGENDA OF THE MEETING

Day/Date         : Thursday/24 August 2023

Time                : 14.16 WIB – 14.28 WIB

Place               : Balairung Kiani, Menara Hijau Building, 2nd Floor, Jalan M.T. Haryono Kaveling 33, Pancoran, South Jakarta 12770

 

Meeting Agenda:

1. Change of members of the Board of Commissioners.

2. Change of members of the Board of Directors

 

B. MEMBERS OF THE COMPANY'S BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS WHO ATTEND THE MEETING

BOARD OF COMMISSIONERS.

-Independent Commissioner : SANDEEP KAUR D/O AMIR JIT SINGH.

BOARD OF DIRECTORS

-President Director      : MASTAN SINGH.

-Director                      : OCTAVIANUS WENAS.

 

C. CHAIRMAN OF THE MEETING

The meeting was led by Mr. SANDEEP KAUR as Commissioner and assisted by Mr. OCTAVIANUS WENAS as Director.

 

D. ATTENDANCE OF SHAREHOLDERS

The meeting was attended by shareholders and/or shareholders' proxies who all represented 2,309,548,205 (two billion three hundred nine million five hundred forty eight thousand two hundred five) shares which constituted 92.38% (ninety two point three eight percent) of all shares that have been issued and fully paid up by the Company.

 

E. OPPORTUNITY TO ASK QUESTIONS AND/OR OPINIONS

Shareholders were given the opportunity to raise questions and/or opinions on the agenda of the Meeting, but no shareholders raised questions and/or opinions related to the agenda of the Meeting.

 

F. DECISION MAKING MECHANISM

Whereas for decision-making at the Meeting, all decisions are taken based on deliberation for consensus and in the event that a consensus deliberation decision is not reached, the decision is taken with the most votes of the number of votes legally issued at this Meeting. Decisions are made through the calculation of votes that have been submitted by shareholders through the KSEI Electronic General Meeting System or eASY.KSEI in the https://easy.ksei.co.id link and votes cast by giving power of attorney to independent attorneys appointed by the Administration Bureau The Company's securities namely PT DATINDO ENTRYCOM. If deliberation for consensus is not reached, then the decision is taken by voting. Meeting resolutions are binding if approved by more than 1/2 (one half) of the total number of shares with voting rights legally issued at the Meeting.

 

G. RESULTS OF DECISION MAKING

The results of decision-making at the meeting are as follows:

Meeting Agenda	Agree	Don't agree	Abstain	Total Agree	Questions / Opinions
First	2.309.548.205	None	None	2.309.548.205 (100%)	None
Second	2.309.548.205	None	None	2.309.548.205 (100%)	None

 

H. MEETING DECISION RESULTS

 

First Meeting Agenda

1. Respectfully dismiss all members of the Company's Board of Commissioners as of the closing of the Meeting and grant release and discharge (acquit et de charge) to them as long as their actions are reflected in the Company's accountability report and financial statements.
2. Approve the appointment of a new member of the Board of Commissioners effective as of the closing date of the Meeting until the closing of the 3rd (third) Annual General Meeting of Shareholders without prejudice to the right of the General Meeting of Shareholders to dismiss them at any time along with the determination of the salary/honorarium and allowances of the Board Commissioner of the Company.

-So that henceforth the composition of the Board of Commissioners of the Company will be as follows:

BOARD OF COMMISSIONERS.

-President Commissioner             : SAINI SUNIL KUMAR.

-Independent Commissioner        : SANDEEP KAUR D/O AMIR JIT SINGH.

1. Granted power of attorney with substitution rights to the Board of Directors of the Company to take all actions related to the decision of the Meeting, including but not limited to appearing before the authorities, holding talks, giving and/or requesting information, submitting requests for notification of changes to the composition of the Company's Board of Commissioners to the Minister of Law and Human Rights of the Republic of Indonesia as well as other relevant authorities, make or request to be drawn up and sign all the necessary and deemed necessary deeds, letters and documents, appear before the Notary to make and sign the deed of statement of resolutions of the Company Meeting and carry out other matters that must and/or can be carried out in order to realize the decisions of the Meeting.

 

Second Meeting Agenda

1. Honorably dismiss all members of the Company's Board of Directors as of the closing of the Meeting and grant release and discharge (acquit et de charge) to them as long as their actions are reflected in the Company's accountability report and financial statements.
2. Approve the appointment of all members of the Board of Directors which will be effective from the closing date of the Meeting until the closing of the 3rd (third) Annual General Meeting of Shareholders without prejudice to the right of the General Meeting of Shareholders to dismiss them at any time along with the determination of salary/honorarium and allowances for members of the Board of Directors Company.

 

 

 

-So that henceforth the composition of the members of the Board of Directors of the Company is as follows:

BOARD OF DIRECTORS

-President Director            : MASTAN SINGH.

-Director                            : OCTAVIANUS WENAS.

1. Granted power of attorney with substitution rights to the Board of Directors of the Company to take all actions related to the decision of the Meeting, including but not limited to appearing before the authorities, holding talks, giving and/or asking for information, submitting requests for notification of changes in the composition of the members of the Board of Directors of the Company to the Minister of Law and Human Rights of the Republic of Indonesia as well as other relevant authorities, make or request to be drawn up and sign all the necessary and deemed necessary deeds, letters and documents, appear before the Notary to make and sign the deed of statement of resolutions of the Company Meeting and carry out other matters that must and/or can be carried out in order to realize the decisions of the Meeting.

 

 

Jakarta, 24 August 2023

PT GARDA TUJUH BUANA Tbk

Directors

CONVOVATION

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

PT GARDA TUJUH BUANA Tbk.

("Company")

 

Directors of PT Garda Seven Buana Tbk. (hereinafter referred to as the "Company") domiciled in Jakarta by inviting the Shareholders of the Company to attend the Company's Extraordinary General Meeting of Shareholders (hereinafter referred to as the "Meeting") which will be held on:

Day/Date:           Thursday, 24 August 2023

Place:                  Balairung Kiani

                           Gedung Menara Hijau 2^nd Floor

                             Jl. MT Haryono Kav. 33

                             Jakarta 12770, Indonesia

Time:                   14.00 - 15.00 WIB

 

EGMOS Agenda:

 1.       Approval of changes in members of the Board of Commissioners

Explanation:

Based on Article 19 paragraph (1) of the Company's Articles of Association junto Article 3 paragraph (1) and Article 23 of OJK Regulation No. 33/POJK.04/2014 concerning Directors and Board of Commissioners of Issuers or Public Companies (“POJK 33/2014”), members of the board of commissioners are appointed and dismissed by the general meeting of shareholders.

2.       Approval of changes in members of the Board of Directors

Explanation:

Based on Article 19 paragraph (1) of the Company's Articles of Association junto Article 3 paragraph (1) and Article 23 of OJK Regulation No. 33/POJK.04/2014 concerning Directors and Board of Commissioners of Issuers or Public Companies (“POJK 33/2014”), members of the board of commissioners are appointed and dismissed by the general meeting of shareholders.

 

NOTES:

1. The Company does not send separate invitations to Shareholders because this summons advertisement is an official invitation in accordance with the provisions of Article 12 paragraph 11 of the Company's Articles of Association.

 

2. Those entitled to attend/represent at the Meeting are the Company's Shareholders whose names are registered in the Register of Shareholders and/or owners of securities account balances at the Collective Custody of PT Kustodian Sentral Efek Indonesia (KSEI) at the closing of share trading on the Indonesia Stock Exchange on Tuesday, August 1, 2023.

 

3. The Company urges Shareholders to provide power of attorney with the following mechanism:

a. Based on the Decree of the Board of Directors of KSEI regarding the Implementation of KSEI Electronic General Meeting System Facilities (eASY.KSEI) as an Electronic Authorization Mechanism in the Process of Holding GMS for Securities Issuers which are Public Companies and Their Shares are Kept in KSEI Collective Custody, the Company provides an alternative to granting power of attorney to holders shares electronically, namely by using e-Proxy in eASY.KSEI.

b. Shareholders can authorize e-proxies to the Company's Securities Administration Bureau: PT Datindo Entrycom, Jl. Hayam Wuruk No. 28, Jakarta 10120. Tel: +62 21 – 3508077, Fax: +62 21 – 3508078, Email: dm@datindo.com

c. Non-electronic Power of Attorney: In the event that a shareholder will attend a meeting outside the eASY.KSEI mechanism, the Form of Power of Attorney and Declaration can be downloaded on the Company's website (www.gtb.co.id). A Power of Attorney that has been filled in completely must be submitted to the Company's Share Registrar (“BAE”), namely PT Datindo Entrycom, Jl. Hayam Wuruk No. 28, Jakarta 10120. Tel: +62 21 – 3508077, Fax: +62 21 – 3508078, Email: dm@datindo.com. no later than Monday, April 17, 2023.

d. Shareholders or their proxies who will attend the Meeting or Shareholders who will exercise their voting rights in the eASY.KSEI application can inform their attendance, the proxy and their votes through the eASY.KSEI application at the https://www.ksei.co.id link.

 

4. Shareholders whose shares are registered in KSEI's collective custody are encouraged to authorize their presence through electronic power of attorney (E-Proxy).

 

5. The Company does not provide printed or souvenir meeting materials to Shareholders or their proxies who attend the Meeting.

 

6. Materials for the Meeting agenda are provided through the Company's website www.gtb.co.id and KSEI's website https://dinding.ksei.co.id and are available to Shareholders from the date of the Invitation to the Meeting until the GMS is held.

 

7. Shareholders who will attend the Meeting in person will be subject to the COVID-19 prevention protocol, as follows:

i. Shareholders or Shareholders' Proxies with flu/cough/runny nose/fever/sore throat/shortness of

   breath are required to wear a mask to enter the Meeting venue.

ii. The meeting applies a physical distancing policy within a minimum range of 1 (one) meter.

iii. Meeting participants are advised not to shake hands or in any other way make direct skin contact.

 

8. Shareholders or their proxies who will attend the Meeting are asked to submit a photocopy of their Identity Card (KTP) or other proof of identity before entering the Meeting room.

 

9. Shareholders whose shares are not deposited in the collective custody of the Indonesian Central Securities Depository (KSEI) who will attend the Meeting, are required to show the original or submit a photocopy of the collective custody letter and photocopy of the Identity Card (KTP) or other proof of identity before entering the meeting room.

 

10. Shareholders in the form of a Legal Entity represented by a party entitled to represent and act for and on behalf of the Legal Entity must submit a photocopy of the Articles of Association and its amendments along with the Final Management Structure.

 

11. To facilitate the arrangement and order of the Meeting, the Shareholders or their legal proxies are kindly requested to be at the Meeting venue no later than 15 (fifteen) minutes before the Meeting starts.

 

Jakarta, 2 August 2023

 PT Garda Tujuh Buana Tbk.

 Directors

 

PT GARDA TUJUH BUANA Tbk.

(“Perseroan”)

 

ANNOUNCEMENT

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS (“EGMS”)

 

It is hereby announced to the Shareholders of PT Garda Tujuh Buana Tbk., domiciled in South Jakarta and having its address at Menara Hijau Building, Lt. 5 Suite 501A, Jl. MT. Haryono Kav. 33, Pancoran, Jakarta 12770, Indonesia that the Company will hold an Extraordinary General Meeting of Shareholders (“EGMS”) in Jakarta on Thursday, August 24, 2023.

 

The meeting will be held using the Electronic General Meeting System (eASY.KSEI) facility provided by the Indonesian Central Securities Depository and following the provisions stipulated by the Special Capital Region Government of Jakarta regarding the handling of Covid-19.

 

In accordance with Financial Services Authority Regulation No. 15/POJK.04/2020 dated 20 April 2020 concerning the Plan and Implementation of a General Meeting of Shareholders of a Public Company and the provisions of the Company's Articles of Association, the Convocation for the Meeting will be announced through the e-RUPS Provider website (KSEI), the Indonesia Stock Exchange website, and the website Company www.gtb.co.id on August 2, 2023.

 

Those entitled to attend/represent at the EGMS are the Company's Shareholders whose names are registered in the Register of Shareholders and/or owners of securities account balances at the Collective Custody of PT Kustodian Sentral Efek Indonesia and the Securities Administration Bureau of PT Datindo Entrycom at the closing of share trading on the Indonesia Stock Exchange on August 1, 2023 until 16.00 WIB.

 

In accordance with the provisions of Article 16 paragraph (2) of the Financial Services Authority Regulation Number 15/POJK.04/2020, individually or jointly representing 1/20 (one per twenty) or more of the total number of shares with voting rights entitled provide suggestions related to the meeting agenda including adding to the agenda with the provisions that the person concerned must submit in writing to the Board of Directors of the Company as the organizer of the GMS no later than 7 (seven) days prior to the date of the Invitation to the Meeting or July 26, 2023 accompanied by reasons and materials for the proposed agenda of the Meeting, complying with the provisions of the applicable laws and regulations.

 

Jakarta, July 18, 2023

 

Board of Directors

 

 

 

CONVOCATION

ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

PT GARDA TUJUH BUANA Tbk.

("Company")

 

Directors of PT Garda Tujuh Buana Tbk. (here in after referred to as the "Company") domiciled in Jakarta by inviting the Shareholders of the Company to attend the Annual General Meeting of Shareholders (AGMS) and the Extraordinary General Meeting of Shareholders of the Company (here in after referred to as the "Meeting") which will be held on:

 

Day/Date           : Wednesday, 28 June 2023

Place                   : Balairung Kiani

                                             Gedung Menara Hijau 2nd Floor

  Jl. MT Haryono Kav. 33

  Jakarta 12770, Indonesia

Time                    : 14.00 - 15.00 WIB

 

Agenda of AGM:

 

1. 1.       Approval of the Company's Annual Report including ratification of the Company's Board of Commissioners Supervisory Report, as well as ratification of the Company's Financial Statements for the 2022 Fiscal Year;

Explanation:

Pursuant to Article 69 paragraph 1 of Law Number 40 of 2007 concerning Limited Liability Companies (UUPT) and Article 11 paragraph 5 letter a junto Article 21 paragraph 3 of the Company's Articles of Association, the Company's Consolidated Financial Statements and the Company's Annual Report including the report on the supervisory duties of the Board of Commissioners must obtain approval from the Meeting as well as grant full release and discharge of responsibility (a quit et de charge) to the Directors and/or the Board of Commissioners for the management and supervision that has been carried out during 2022.

 

1. 2.       Determination of the use of the Company's net profit for the 2022 financial year;

Explanation:

Based on Article 71 Paragraph 1 UUPT and Article 11 Paragraph 5 letter b in conjunction with Article 22 of the Company's Articles of Association, a plan for the use of the Company's net profit for the 2022 financial year will be submitted.

 

1. 3.       Appointment of a Public Accountant to audit the Company's Financial Statements for the 2023 financial year and determine the honorarium;

Explanation:

Based on Article 11 paragraph 5 letter c of the Company's Articles of Association, the appointment of a public accountant who will inspect or audit the Company's books and records for the 2023 financial year is to be approved by the Meeting.

 

Agenda of EGMOS:

 

1. 1.       Approval of changes to the Company's Articles of Association

Explanation:

Amendments to the Company's Articles of Association comply with the Indonesian Business Field Standard Classification 2020 (KBLI 2020) and Financial Services Authority Regulations (POJK).

NOTES:

1. The Company does not send separate invitations to Shareholders because this summons advertisement is an official invitation in accordance with the provisions of Article 12 Paragraph 11 of the Company's Articles of Association.

 

1. Those entitled to attend/represent at the Meeting are the Company's Shareholders whose names are registered in the Register of Shareholders and/or owners of securities account balances at the Collective Custody of PT Kustodian Sentral Efek Indonesia (KSEI) at the closing of share trading on the Indonesia Stock Exchange on Monday, June 5, 2023.

 

1. The Company urges Shareholders to provide power of attorney with the following mechanism:

a. Based on the Decree of the Board of Directors of KSEI regarding the Implementation of KSEI Electronic General Meeting System Facilities (eASY.KSEI) as an Electronic Authorization Mechanism in the Process of Holding GMS for Securities Issuers which are Public Companies and Their Shares are Kept in KSEI Collective Custody, the Company provides an alternative to granting power of attorney to holders shares electronically, namely by using e-Proxy in eASY.KSEI.

b. Shareholders can authorize e-proxies to the Company's Securities Administration Bureau: PT Datindo Entrycom, Jl. Hayam Wuruk No. 28, Jakarta 10120. Tel: +62 21 – 3508077, Fax: +62 21 – 3508078, Email: dm@datindo.com

c. Non-electronic Power of Attorney: In the event that a shareholder will attend a meeting outside the eASY.KSEI mechanism, the Form of Power of Attorney and Declaration can be downloaded on the Company's website (www.gtb.co.id). A Power of Attorney that has been filled in completely must be submitted to the Company's Share Registrar (“BAE”), namely PT Datindo Entrycom, Jl. Hayam Wuruk No. 28, Jakarta 10120. Tel: +62 21 – 3508077, Fax: +62 21 – 3508078, Email: dm@datindo.com. no later than Tuesday, June 27, 2023.

d. Shareholders or their proxies who will attend the Meeting or Shareholders who will exercise their voting rights in the eASY.KSEI application can inform their attendance, the proxy and their votes through the eASY.KSEI application at the https://www.ksei.co.id link.

 

1. Shareholders whose shares are registered in KSEI's collective custody are encouraged to authorize their presence through electronic power of attorney (E-Proxy).

 

1. The Company does not provide printed or souvenir materials for the Meeting and Annual Report to Shareholders or their proxies attending the Meeting.

 

1. Materials for the Meeting agenda including the Financial Report and Annual Report are provided through the Company's website www.gtb.co.id and KSEI's website https://access.ksei.co.id and are available to Shareholders from the date of the Invitation to the Meeting until with the Meeting being held.

 

1. Shareholders who will attend the Meeting in person will be subject to the COVID-19 prevention protocol, as follows:

i. Shareholders or Shareholders' Proxies who come to the Meeting venue must wear masks.

ii. Shareholders or Shareholders' Proxies with flu/cough/runny nose/fever/sore throat/shortness of breath are not allowed to enter the Meeting venue.

iii. The meeting applies a physical distancing policy within a minimum range of 1 (one) meter.

 

1. Shareholders or their proxies who will attend the Meeting are asked to submit a photocopy of their Identity Card (KTP) or other proof of identity before entering the Meeting room.

 

1. Shareholders whose shares are not deposited in the collective custody of the Indonesian Central Securities Depository (KSEI) who will attend the Meeting, are required to show the original or submit a photocopy of the collective custody letter and photocopy of Identity Card (KTP) or other proof of identity before enter the meeting room.

 

1. Shareholders in the form of a Legal Entity represented by a party entitled to represent and act for and on behalf of the Legal Entity must submit a photocopy of the Articles of Association and its amendments along with the Final Management Structure.

 

1. To facilitate the arrangement and order of the Meeting, the Shareholders or their legal proxies are kindly requested to be at the Meeting venue no later than 15 (fifteen) minutes before the Meeting starts.

 

Jakarta, 6 Juni 2023

 

PT Garda Tujuh Buana Tbk.

 

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