NOTICE TO THE SHAREHOLDERS
OF PT MATAHARI DEPARTMENT STORE Tbk
The Board of Directors of PT Matahari Department Store Tbk (the “Company”) hereby invite the Shareholders of the Company to attend the Annual General Meeting of Shareholders (“AGMS”)
of the Company which will be held on:
Day / Date : Thursday, 4 June 2020
Time : 14.00 Western Indonesia Time until finished
Venue : Edelweiss Room No. 16 / POJK.04 / 2020 concerning the Implementation of the Electronic General Meeting of
Hotel Aryaduta Suites Semanggi
Jl. Garnisun No.8, Karet Semanggi
Jakarta 12930
As a manifestation of the Company’s compliance with policies set by the Government of the
Republic of Indonesia in implementing preventive measures to spread of the Corona Virus
Disease (COVID-19), and in consideration to the suggestion from the Government of the Republic
of Indonesia to practice Social / Physical Distancing during the Large-Scale of Social Restriction
(“PSBB”) and Financial Services Authority (“OJK”) Letter No. S-124 / D.04 / 2020 dated 24 April
2020 concerning Certain Conditions in Organizing an Electronic General Meeting of Shareholders
of the Public Companies, the Company will hold an electronic meeting and apply a limitation to
the attendance of shareholders.
In this regard, the Company appealed to all Shareholders who intend to attend the Meeting by
granting power of attorney through e-Proxy provided by PT Kustodian Sentral Efek Indonesia
(“KSEI”) for Scripless Shareholders whose shares are held in KSEI collective custody or by filling
out a Power of Attorney form provided by the Company that can be downloaded at the Company’s
website www.matahari.co.id.
With the following agendas:
1. Report from the Board of Directors on the Company’s operational and financial activites for
the book year ended on 31 December 2019, and Ratification of the Balance Sheet and Profit/
Loss Statement for year book of 2019, as well as the approval for full release and discharge
(acquit et de charge) to all members of the Board of Directors and the Board of Commissioners
for the supervision and control during the said year book;
2. The plan to use the Company’s profit obtained up to 31 December 2019;
3. The appointment of Public Accountant for the year book of 2020, and granting the authority to
the Board of Directors and the Board of Commissioners, and determine the accountant’s fee
and other terms of such appointment;
4. a. Appointment and/or changes on the structure of the Company’s Board of Directors and
Board of Commissioners, including Independent Commissioner, and
b. Determination of salary/honorarium and/or other benefits for the member of Company’s
Board of Directors and the Board of Commissioners.
5. Approval of the transfer of shares resulting from share buyback (treasury shares) through a
withdrawal by means of a reduction in paid-up and issued capital and therefore amend the
Article 4 paragraph (2) and (3) of the Company’s articles of association.
Explanation to the meeting agendas:
1. The 1st to 3rd agendas are regular agendas in the AGMS of the Company. This is in accordance
with the provision of the Company’s Articles of Association and the Law No. 40 year 2007
concerning Limited Liability Company (the ”Company Law”);
2. The 4th agenda is the appointment and/or changes on the structure of the Board of Directors
and Board of Commissioners, including Independent Commissioner in accordance with the
dynamics of the Company’s development and in connection with the term of the office of the
Board of Directors and Board of Commissioners;
3. The 5th agenda is an agreement on the transfer of shares resulting from re-purchasing (treasury
shares) of 178,734,500 shares originating from the initial share buyback and repurchasing of
additional shares by the Company in 2019. The transfer of shares will be carried out by reducing
the paid up and issued capital and therefore amend the Article 4 paragraph (2) and (3) of the
Company’s articles of association. Pursuant to Article 44 of the Company Law and Article 17
letter b of the OJK Regulation No. 30 / POJK.04 / 2017 concerning Buyback of Share Issued
by Public Company, repurchased shares (treasury shares) can be transferred by means of
capital reduction which must obtain the approval of the General Meeting of Shareholders.
Explanation to the agenda of the AGMS in more detail are available and can be accessed on the
Company’s website www.matahari.co.id.
Explanation of quorum and counting:
1. Meeting is legitimate and can be held as well as take a binding decision if attended by
Shareholders or authorized Shareholder’s attorney representing more than ½ (one half) of
the total number of shares issued by the Company with valid voting rights. Except specifically
for the 5th Meeting Agenda, the Meeting is valid and has the right to make decisions if the
Meeting is attended by Shareholders or its authorized Proxy which has at least 2/3 (two thirds)
of the total number of shares with valid voting rights.
2. Resolutions of the Meeting are taken based on amicable consensus. In the event that an
amicable consensus is not reached, the decision is valid if it is approved by more than ½
(one half) of the total number of shares with valid voting rights present or represented at the
Meeting. Except specifically for the 5th Meeting Agenda, the decision is valid if approved by
more than 2/3 (two thirds) of the total number of shares with valid voting rights that are present
or represented at the Meeting.
Notes:
1. In connection with the organization of the Meeting, the Company will not send separate
invitations to each of the Company’s Shareholders, and thus this advertisement serves as an
official and valid invitation for all of the Company’s Shareholders.
2. Meetings will be held with reference to OJK Regulation No. 15 / POJK.04 / 2020 concerning
Plans and Organization of a Public Company Shareholders General Meeting, OJK Regulation
Shareholders of Public Companies and OJK Letter No. S-124 / D.04 / 2020 dated 24 April 2020
concerning Certain Conditions in Organizing an Electronic General Meeting of Shareholders
of the Public Companies.
3. The meeting will be held supported by KSEI Electronic General Meeting System (eASY.
KSEI) provided by KSEI.
4. Those who are entitled to attend or be represented by Power of Attorney at the Meeting are:
a. for shares that are not held in collective custody, only the Company’s Shareholders whose
names are legally registered in the Register of Shareholders of the Company on May 12,
2020 at the latest up to 16.00 Western Indonesia Time made by PT Sharestar Indonesia as
the Company’s Securities Administration Bureau located in Jakarta and having its address
at BeritaSatu Plaza Lantai 7, Jl. Jend. Gatot Subroto Kav. 35-36, Jakarta 12950; and
b. for shares held in collective custody at KSEI or at a Custodian Bank (“BK”) or at a
Securities Company (“PE”), only the Company’s Shareholders whose names are
registered in the Register of Account Holders at KSEI or BK or PE on the 12th May 2020
no later than 16.00 WIB.
5. Provision of power of attorney to the authorized proxies is to be accompanied by questions to
be asked by the Shareholders or statements in connection with the Meeting agenda (if any).
6. Meeting Materials can be downloaded directly on the Company’s website www.matahari.co.id
from the date of this summons until the date the Meeting is held.
Power of Attorney:
By prioritizing the principle of prudence and vigilance towards the development of the latest
conditions related to the Corona Virus Disease pandemic (COVID-19) and in consideration to
the suggestion from the Government of the Republic of Indonesia to practice Social / Physical
Distancing during the PSBB period, and other related regulations, the Company hereby appeals
to Shareholders to authorize the presence and voting, and submit questions owned by referring
to the following provisions:
1. The Company provides 2 (two) types of power of attorney to Shareholders, namely (i)
Conventional Power of Attorney which can be downloaded through the Company’s website
www.matahari.co.id and (ii) through e-Proxy which can be accessed electronically on the
platform eASY.KSEI through www.ksei.co.id.
a. Conventional Power of Attorney - Power of Attorney form which includes voting as well as
questions for each agenda item. The Power of Attorney that has been completed and signed
by the Shareholders along with the supporting documents can be submitted to the Company
no later than June 2, 2020 at 16.00 WIB via email to ir@matahari.co.id. Shareholders
can provide their power of attorney to an independent party appointed by the Company.
Information regarding the recipients of independent powers appointed by the Company
can be obtained through the Company’s website www.matahari.co.id.
b. E-Proxy through eASY.KSEI - a power of attorney system provided by KSEI to facilitate
and integrate Proxy from scripless Shareholders whose shares are held in KSEI Collective
Custody to their proxies electronically. The Power of Attorney who is available at eASY.KSEI
is an independent party appointed by the Company. Power of attorney based on e-proxy
can be submitted via the eASY.KSEI website in the link https://akses.ksei.co.id not later
than June 3, 2020, at 12.00 WIB.
2. Members of the Board of Directors, members of the Board of Commissioners and employees
of the Company may act as the power of attorney of the Shareholders of the Company
in the Meeting, however the votes they give as the power of the Shareholders will not be
counted in the vote.
3. Representative Shareholders in the form of legal entities (“Legal Entity Shareholders”)
must submit:
a. Photocopy of Legal Entity Shareholders’ statutes which are in force at the time the
Meeting is held;
b. Photocopy of the deed of appointment of members of the board of directors that is valid
at the time of the Meeting, along with the evidence of notification and registration to the
relevant authority, including but not limited to notification to the Minister of the Law and
Human Rights of the Republic of Indonesia (“Menkumham”);
to the Company via email to ir@matahari.co.id no later than 2 June 2020 at 16.00 WIB.
4. Only the Power of Attorneys that are validated as Shareholders of the Company are entitled
to attend with a Power of Attorney at the Meeting and will be counted as a quorum for
decision making.
Jakarta, 13 May 2020
PT Matahari Department Store Tbk
Board of Directors