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Created on Thursday, 04 June 2015 08:47

CALLS
ANNUAL GENERAL MEETING OF SHAREHOLDERS
AND
GENERAL MEETING OF SHAREHOLDERS EXTRAORDINARY
Directors PT. Panorama Transport Tbk (the "Company") is pleased to announce the call to the Shareholders of the Company ("Shareholders") to attend the General Meeting of Shareholders and the Extraordinary (the "Meeting") to be held on:
Day & Date : Friday, June 26, 2015
Time : 09.00 hrs s / d completed
Venue : Meeting Room "Truly Care" 6th Floor, Building Panorama Tours, Jl. Tomang Raya 63 Jakarta Barat.
With the agenda of the Meeting as follows:
I. AGM
1. Annual Report for the fiscal year 2014:
a) Approval of the Annual Report of the Company;
b) Approval of the Financial Statements of the Company;
c) Approval of the report Supervisory Board of Commissioners.
The basis of proposals of the agenda of the Meeting is Article 9, paragraph 3 and 4 of the Company's Articles of Association and Article 66 paragraph (1) in conjunction with Article 69 paragraph (1) of Act 40 of 2007 on Limited Liability Companies ("Company Law) where approval of the annual report including the approval of financial statements and the report of the Board of Commissioners supervisory duties performed by the GMS.
2. Approval of the Company's use of Net Income for the fiscal year ended December 31, 2014;
The basis of proposals of the agenda of the Meeting is Article 21, paragraph 1, and Article 22 paragraph (1) and (2), the Articles of Association in conjunction with Article 70 and 71 of the Company Law which the net profit of the Company decided in the GMS.
3. Approval of changes in the composition of the Board of Directors and Board of Commissioners.
The basis of proposals of the agenda of the Meeting is Article 94 paragraph (4) jo. Article 111 paragraph (4) of the Company Law jo. Article 14 paragraph (3) and Article 17 paragraph (2) of the Articles of Association of the Company, in which members of the Board of Directors and Board of Commissioners are appointed and dismissed by the GMS.
4. a) Determination of salary or honorarium and allowances for members of the Board of Commissioners for 2015 fiscal year.
b) Determination of salaries and allowances and / or other income for members of the Board of Directors for the financial year 2015.
The basis of proposals of the agenda of the Meeting is where the provisions of Article 113 of the Company Law of the amount of salary or honorarium and allowances for members of the Board of Commissioners determined by the AGM and the members of the Board of Directors may be given salaries and allowances and / or other income which is determined by the AGM and authorized by the AGM can delegated to the Board of Commissioners.
5. Delegation of authority to the Board of Commissioners for appointment of public accounting firm to audit the financial statements of the Company for the fiscal year ended December 31, 2015.
The basis of proposals of the agenda of the Meeting is Article Article 68 of the Company Law which made the appointment at the AGM Public Accountant registered in the Financial Services Authority and to determine the amount of honorarium and other terms of appointment of the Public Accountant.
II. EGM:
1. a) Approval of the Board of Directors ratified the actions that have been published Medium Transportation Panorama Term Notes 2015 ("MTN") dated May 12, 2015 on behalf of the Company with a principal amount of Rp.150.000.000.000, - (one hundred and fifty billion dollars) with arranger PT. Mandiri Securities, domiciled in Jakarta with collateral in the form of moving objects by 115% of the principal amount of MTN.
b) Approval Loans and Corporate Guarantee (guarantee companies) by the Board of Directors of both the Financial Institutions Banking and / or Other Financial Institution and / or Wealth offers the Company, either in the form of fixed objects, moving objects in order to ensure the repayment of the Loan and Corporate Guarantee (guarantee company) obtained the Board of Directors of the Company and of its subsidiaries, both of Financial Institutions Banking and / or Other Financial Institutions.
The basis of proposals of the agenda of the Meeting is Bapepam & LK No.IX.E.2 conjunction with Article 15 paragraph 2 of the Articles of Association, which the Board of Directors for the actions mentioned above, must obtain the approval of the AGM.
2. Approval of Change of Name of the Company.
Pursuant to Article 12 paragraph (1) and (2) of the Articles of Association in conjunction with Article 19 paragraph (1) of the Company Law, the change statutes require the approval of the Meeting of Shareholders.
3. Approval of changes to the provisions of the Articles of Association to conform with the regulations of the Financial Services Authority.The basis of proposals of the agenda of the Meeting is to comply with the following provisions:
a) The FSA Regulation No.32 / POJK.04 / 2014 concerning the Implementation Plan and the General Meeting of Shareholders is open ("POJKNo.32").
b) the FSA Regulation No.33 / POJK.04 / 2014 of the Board of Directors and Board of Commissioners of Public Company ("POJK 33").
Under Article 12 paragraph 1 of the Articles of Association in conjunction with Article 19 paragraph (1) of the Company Law, the change statutes require the approval of the General Meeting of Shareholders.
Note:
1. In connection with the Meeting, the Company does not send a separate invitation letter to the Shareholders of the Company and Call Advertising is considered as an official invitation to the shareholders of the Company;
2. Shareholders or their proxies who will attend the Meeting are requested to bring and submit valid identification to the registration officer before entering the meeting room. For shareholders in collective custody must show written confirmation for the Meeting ("KTUR") which can be obtained through exchange members or Bank Kostodian;
3. The right to attend the Meeting the above is just Shareholders whose names are registered in the Register of Shareholders on Wednesday, June 3, 2015 until 16:00 pm or their lawful authority;
4. a. Shareholders who can not attend may send their representatives to bring the power of attorney, provided members of the Board of Directors, members of the Commissioner or employee of the Company to act as the proxy of shareholders at the Meeting, the voice that they spend in the Meeting not be counted in the voting.
b. Shareholders whose registered address abroad, the power of attorney must be certified by a Notary and the local Indonesian Embassy.
c. Proxy forms can be obtained on every working day at the Registrar ("Registrar") of the Company BCM pt Tempo noble blue chip Pavilion 1 Floor Building 8, Jl. HR. Kav.10-11 Rasuna Said, Jakarta 12950, Phone (021) 5201928/1983/1989, Fax. (021) 5201924.
5. For shareholders in the form of legal entity are asked to bring a copy of the Articles of Association and its amendments, particularly concerning the composition of the Board of Directors is being served;
6. All the power of attorney must be submitted to the Registrar not later than three (3) working days prior to the date of the Meeting;
7. The materials that will be discussed at the Meeting is available and can be obtained on the Company's website or on any working hours at the office of the Company, at Graha White Horse, Jl. Husein Sastranegara 175, Village Benda, Rawa Bokor, Kota Tangerang since the date of the notice of the Meeting, if requested in writing by the Shareholders of the Company;
8. To facilitate the smooth conduct Meeting, shareholders or their proxies are kindly requested to attend the Meeting in place of 30 (thirty) minutes before the meeting begins.
Jakarta, June 4, 2015
The Board of Directors of the Company