September, 03 2018
POSTPONEMENT AND 2ND REVISED INVITATION FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT. JAYA PARI STEEL TBK.
Jl. Margomulyo No. 4, Surabaya
POSTPONEMENT AND 2ND REVISED INVITATION FOR
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Referring to the Invitation for Extraordinary General Meeting of Shareholders (“EGM”) posted on daily paper, Investor Daily, dated July 24th 2018 as well as Postponement and Revised Invitation for EGM also posted on Investor Daily dated August 14th 2018, the Directors of the Company herewith are announcing postponement and 2nd revised invitation for EGM of the Company which consequently is now as follows:
||Wednesday, September 26th 2018
||10:00 WIB s.d selesai.
|| Jl. Mayjend. Sungkono No. 120 Surabaya
EGM Agenda are as follow:
Clarifications for EGM Agenda:
||Approval for the Merger Arrangement PT. Jaya Pari Steel Tbk (“JPRS”) as an Acquiree of PT. Gunawan Dianjaya Steel Tbk. (“GDST”), as the Company accepting the Merger, including approval for the Merger Programme and Merger Acts as well as the implementation of buyback of shares of those who disagree with the Merger, with the condition that Merger can only be implemented if the shares which must be bought back by the Company and GDST from shareholders stating intentions to sell the shares (“Shareholders who State Intention”) do not exceed the followings:
||As much as 2,5% of total shares issued by the Company or amounting to 18.750.000 (Eighteen millions seven hundred fifty thousands) shares, buyback of shares will be carried out at the price of Rp381 (three hundreds eighty one) per share and
||As much as 1,8% of total shares issued by GDST or amounting to 147.600.000 (one hundred forty seven millions six hundred thousands) shares, buy back will be carried out at the price of Rp275 (two hundred seventy five) per share (“Maximum Value for Share Buyback”).
||Approval for granting authority to the Directors of the Compay to implement the above-mentioned decisions, including but not limited to making or requesting for all acrs, letters as well as required documents to be made, being present in front of authorized officials, including a notary, submitting applications to authorized officials to obtain approvals or to report the, to authorized officials as according to current regulations.
Clarifications for EGM Agenda:
As according to EGM Announcement and Merger Programme Annoucement made by PT Jaya Pari Steel Tbk dan PT Gunawan Dianjaya Steel Tbk on June 7th 2018 and Invitation for EGM on July 24th 2018 as well as Postponement and Revised Invitation for EGM also posted on Investor Daily dated August 14th 2018 , PT Jaya Pari Steel Tbk dan PT Gunawan Dianjaya Steel Tbk intend on undertaking Merger where PT Jaya Pari Steel Tbk is the Acquiree dan PT Gunawan Dianjaya Steel Tbk is the Acquirer . The underlying motive for Merger is to simplify the corporate structure within GDST group and to increase business efficiency.
It is also noted that the Merger must obtain an approval by General Meeting of Shareholders of PT Jaya Pari Steel Tbk and PT Gunawan Dianjaya Steel Tbk
In the case there is/are shareholder(s) of PT Jaya Pari Steel Tbk as well as PT Gunawan Dianjaya Steel Tbk yang who disagree with the Merger Programme, then in accordance with Article 62 of Limited Liability Company Law (UUPT), he/she can request for share buyback by PT Jaya Pari Steel Tbk and PT Gunawan Dianjaya Steel Tbk respectively by stating his/her intent in the EGM and General Meeting of Shareholders of PT GDST. Merger programme can only be carried out if buyback price of share which must be bought by the Company and GDST from shareholders who State Intention to sell does not exceed the Maximum Value for Share Buyback. Shareholders are requested to read detailed explanation/description about the Merger in the Merger Programme that will be announced two working days before the day of EGM, at latest.
Referring to Agenda 1, aboves, the Company grants authority to the Directors of the Compay to implement the above-mentioned decisions, including but not limited to making or requesting for all acrs, letters as well as required documents to be made, being present in front of authorized officials, including a notary, submitting applications to authorized officials to obtain approvals or to report the, to authorized officials as according to current regulations.
- Those who reserve the rights to attend are shareholders whose names are recorded in the list of shareholders of the Company on August 31st 2018 at 16:15 WIB.
- Shareholder who are unable to attend may appoint a proxy to represent him/her in the meeting based on a letter of attorney.
- Shareholders and/or their proxies are requested to submit photocopies of their Identity Cards (KTP) or other forms of valid identifications (specifically for Legal Entity Shareholders must be accompanied with proof of the rights to represent the Legal Entity) before entering the meeting hall.
- Shareholders whose shares are placed in the KSEI collective custodian are to submit Written Confirmation for Meeting (KTUR) when entering the meeting hall.
- Shareholders who disagree with the Merger Programme may request for share buyback based on the conditions stipulated in the Merger Programme. In this case, the shareholder or his/her proxy, must fill up a form of statement of intention to sell shares (“Statement of Intention Form”) with adequate stamp during EGM, as well as submitting it to the Company before the closing of Merger Agenda Session. Statement of Intention Form and Form for Power of Attorney Statement of Intention are available in the office of the Company, in the office of Electronic Data Interchange Indonesia of the Company (PT. EDI Indonesia) and at the Company’s website (www.jayaparisteel.co.id).
- For the orderliness of the meeting, shareholders or proxies, attending the meeting, are expected to have filled the list of attendants, which will be provided by the Company, at 09.30 WIB.
Surabaya, September 3rd 2018PT. JAYA PARI STEEL TBK.BOARD OF DIRECTORS