Pt Unilever Indonesia Tbk IDX:UNVR
PT Unilever Indonesia Tbk : UNVR Announcement EGMS and GMIS 2025
Source: MarketScreener
ANNOUNCEMENT
TO THE SHAREHOLDERS OF PT UNILEVER INDONESIA Tbk (the "Company")
Reference is made to the provisions of Article 13 paragraph 13.5 of the Articles of Association of the Company and Article 14 paragraph (1) and paragraph (2) of Financial Services Authority (Otoritas Jasa Keuangan or "OJK") Regulation No. 15/POJK.04/2020 regarding the Planning and the Implementation of the General Meeting of Shareholders of Public Companies ("POJK 15/2020"), and Article 3 of the OJK Regulation Number 16/POJK.04/2020 regarding the Electronic Implementation of the General Meeting of Shareholders of Public Companies ("POJK 16/2020"), the Board of Directors of the Company hereby announce to the shareholders of the Company, that the Company will convene an Extraordinary General Meeting of Shareholders ("EGMS") and a General Meeting of Independent Shareholders ("GMIS") (EGMS and GMIS are collectively hereinafter referred to as the "Meeting") physically or electronically in Jakarta on Tuesday, 14th January 2025.
The invitation for the Meeting will be made on 23 December 2024 and announced at least on the Indonesia Stock Exchange website, the Company's website, and the website of PT Kustodian Sentral Efek Indonesia ("KSEI") as the provider of electronic- General Meeting of Shareholders ("GMS").
Those who are entitled to attend the Meeting are shareholders whose names are legally registered in the Company's Register of Shareholders on 20 December 2024 at 16.00 Western Indonesian Time or their authorized proxy.
Shareholders of the Company which represent 1/20 (one-twentieth) or more of the total number of shares with valid voting rights are entitled to propose an agenda item to be included in the Meeting agenda, provided that the proposed agenda item of the Meeting fulfills the provisions of Article 13 paragraphs 13.7-13.9 of the Articles of Association of the Company and the provision of Article 16 of POJK 15/2020, namely the proposal concerned: (i) is proposed in good faith; (ii) considers the interest of the Company; (iii) the agenda that requires resolution of the Meeting; (iv) includes reasons and materials of the proposed agenda; (v) does not contravene with the prevailing laws and regulations and the Articles of Association of the Company; and (vi) submitted no later than 7 (seven) days prior to the invitation of the Meeting.
GMIS
In relation to one of the agenda items in the Meeting that requires the approval of independent shareholders and in accordance with the provisions of Article 15 of POJK 15/2020, the GMIS can be held if it is attended by more than 1/2 (one-half) of the total number of shares with valid voting rights owned by the independent shareholders and shareholders who are not affiliated with the Public Listed Company, members of the Board of Directors, members of the Board of Commissioners, substantial shareholders, or Controllers.
The resolutions of the GMIS as referred to above are valid if approved by more than 1/2 (one-half) of the total shares with valid voting rights owned by the independent shareholders and shareholders who are not affiliated with the Public Company, members of the Board of Directors, members of the Board of Commissioners, substantial shareholders, or Controllers.
In the event that the required quorum of the independent shareholders is not reached in the first meeting, the next meeting is planned to be held no sooner than 10 (ten) days and no later than 21 (twenty-one) days after the first meeting is convened.
Second GMIS
In the event that the quorum is not reached, the second GMIS can be convened if attended by more than 1/2 (one-half) of the total shares with valid voting rights owned by the independent shareholders, and the resolutions are valid if approved by more than 1/2 (one-half) of the total shares with valid voting rights owned by the independent shareholders present at the second GMIS.
Third GMIS
In the event that the quorum is not reached in the second GMIS, the third GMIS can be convened provided that the GMIS is valid and entitled to make decisions if attended by the independent shareholders with valid voting rights, within the quorum set by OJK upon the Company's request. The resolutions of the third Independent GMS are valid if approved by the independent shareholders representing more than 50% (fifty percent) of the shares owned by the independent shareholders present at the third GMIS.
Additional Information for Shareholders
The shareholders of the Company can also present electronically and vote in the Meeting through the KSEI Electronic General Meeting System facility ("eASY.KSEI") provided by KSEI, or (ii) provide electronic proxy ("e-Proxy") through eASY.KSEI facility or give conventional power of attorney to an independent representative appointed by the Company using a form provided by the Company which can be downloaded from the Company's website (www.unilever.co.id).
The e-Proxy facility is available to the Company's shareholders who are entitled to attend the Meeting from the date of the invitation of the Meeting until 1 (one) business day before the Meeting, which is on 13th January 2025 at 12.00 Western Indonesian Time.
Further information regarding the power of attorney mechanism and other procedures related to the Meeting will be provided by the Company in the Meeting invitation.
Tangerang, 6 December 2024
Board of Directors of the Company