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20231221_INAF_Penyampaian Bukti Iklan_31561487_lamp3.pdf
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Page 1 OCR 0.938
indofarma Biofarma Group INVITATION OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS PT INDOFARMA Tbk Herewith the Board of Directors of PT Indofarma Tbk (hereinafter referred to as the “Company”), invites the Shareholders of the Company to attend the Extraordinary General Meeting of Shareholders (hereinafter referred to as the “GMS”) which will be held on: Day, Date : Thursday, January 11, 2024 Time 1 14.00 WIB - closing Venue : Kimia Farma Corporate University Jl. Cipinang Cempedak I Nomor 36, East Jakarta, 13340 The Agenda of the GMS are as foliows: 1. Secure the Company's Wealth, which is More than 5096 (Fifty Percent) of the Company's Net Worth. A brief description: In accordance with the provisions of Article 12 paragraph 9 of the Company's Artides of Association and Article 102 of Law No. 40 of 2007 on Limited Liability Companies as amended from time to time, the Board of Directors is obliged to reguest the approval of the General Meeting of Shareholders to encumber the Company's net assets, which is more than 5096 (fifty percent) of the Company's net assets in 1 (one) transaction or more, whether related to one another or not, except as an implementation of the Company's business activities, in accordance with Article 3 of the Company's Articles of Association. 2. Amendments to the Company's Articles of Association. A brief description: a. In accordance with the provisions of Article 28 paragraphs 2 and 3 of the Company's Articles of Association, that changes to the Articles of Association are determined by the General Meeting of Shareholders and the agenda regarding changes to the Articles of Association must be clearly stated in the invitation to the General Meeting of Shareholders. b. Adjustments to the periodic submission of Financial Reports to the Capital Markets Authority in accordance with Financial Services Authority Regulation Number 14/POJK.04/2022 concerning Submission of Periodic Financial Reports for Issuers or Public Companies. C. Increasing the parenting function of Shareholders in the Company. v
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3. Changes in the Composition of the Company's Management. A brief description: a. In accordance with the provisions of Article 11 paragraph 10 of the Company's Articles of Association, that members of the Board of Directors are appointed and dismissed by the General Meeting of Shareholders, in which the General Meeting of Shareholders is attended by Series A Dwiwarna shareholders and the decision of the General Meeting of Shareholders must be approved by the Series A Dwiwarna shareholders. The Board of Directors is appointed by the General Meeting of Shareholders from the candidates proposed by the Series A Dwiwarna shareholder, which nomination is binding to the General Meeting of Shareholders. This provision also applies to the General Meeting of Shareholders held in order to revoke or confirm the decision to temporarily dismiss members of the Board of Directors. b. In accordance with the provisions of Article 14 paragraph 12 of the Company's Articles of Association, that members of the Board of Commissioners are appointed and dismissed by the General Meeting of Shareholders, where the General Meeting of Shareholders is attended by Series A Dwiwarna shareholders and the decision of the General Meeting of Shareholders must be approved by Series A Dwiwarna shareholders. The members of the Board of Commissioners are appointed by the General Meeting of Shareholders from the candidates proposed by the Series A Dwiwarna shareholder, which nomination is binding on the General Meeting of Shareholders. This provision also applies to the General Meeting of Shareholders held in order to revoke or strengthen the decision to temporarily dismiss members of the Board of Commissioners. Cc. Asa follow-up to the resignation of Mrs. Kamelia Faisal as Director of Sales & Marketing of the Company. Notes: 1. This invitation serves an official GMS invitation to the Company's Shareholders, so that the Board of Directors of the Company do not send a separate invitation to the Company's Shareholders. 2. The Shareholders who are entitled to attend the GMS are the Shareholders of the Company whose names are recorded in the Company's Shareholder Register and/or shareholders of the Company in sub-securities accounts at PT Kustodian Sentral Efek Indonesia (“KSEI”) at the closing trading in Indonesia Stock Exchange (Bursa Efek Indonesia) as of Tuesday, December 19, 2023. 3. The Company has provided GMS Agenda's materials for each GMS Agenda since the date of this Invitation, which can be downloaded through the Company's website www.indofarma.id. 4. Shareholders who will provide power of attorney electronically to the GMS through the @ASY.KSEI application must pay attention to the following matters: a. Registration Process i. Local individual type Shareholders who have not provided a declaration of presence Or power of attorney in the eASY.KSEI application by the time limit in point 2 and wish to attend the GMS electronically are reguired to register attendance in the @ASY.KSEI application on the date of the GMS until the electronic registration period the GMS is closed by the Company.
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Vi. Local individual type Shareholders who have given a declaration of attendance but have not yet cast their votes for at least 1 (one) GMS Agenda in the eASY.KSEI application until the time limit in point 2 and wish to attend the GMS electronically are reguired to register their attendance in the eASY.KSEI application on the date of the GMS until the electronic registration period for the GMS is closed by the Company. Shareholders who have given power of attorney to the recipient of the proxy provided by the Company (Independent Representative or Individual Representative) but the Shareholders have not cast a minimum vote for 1 (one) GMS Agenda in the eASY.KSEI application until the time limit in point 2, then the proxies representing the Shareholders are reguired to register attendance in the @ASY.KSEI application on the date of the GMS until the electronic registration period for the GMS is closed by the Company. Shareholders who have given power of attorney to the participant/Intermediary proxy (Custodian Bank or Securities Company) and have cast their vote in the @ASY.KSEI application until the time limit in point 2, then the representative of the proxy who has been registered in the eASY.KSEI application is reguired to register attendance in the eASY.KSEI application on the date of the GMS until the electronic registration period for the GMS is closed by the Company. Shareholders who have made a declaration of attendance or made power of attorney to the proxy provided by the Company (Independent Representative or Individual Representative) and have cast a minimum vote for 1 (one) or all GMS Agenda in the eASY.KSEI application no later than the time limit in point 2, the Shareholders or the proxies do not need to register attendance electronically in the @ASY.KSEI application on the date of the GMS. Share ownership will be automatically calculated as a guorum of attendance and the votes that have been cast will be automatically taken into account in the voting of the GMS. Any delay or failure in the electronic registration process as referred to in numbers i-v for any reason will result in the Shareholders or their proxies being unable to attend the GMS electronically, and their share ownership will not be counted as a guorum for attendance at the GMS. Process for Submitting Ouestions and/or Opinions Electronically Shareholders or proxies have 3 (three) opportunities to submit guestions and/or Oopinions at each discussion session per GMS Agenda. Ouestions and/or opinions per GMS Agenda can be submitted in writing by the Shareholders or their proxies by using the chat feature in the “Electronic Opinions” column available on the E- Meeting Hall screen in the eASY.KSEI application. Giving guestions and/or opinions can be done as long as the status of the GMS in the “General GMS Flow Text" column is "Discussion started for agenda item No. | 1". Determination of the mechanism for conducting discussions per GMS Agenda in writing through the E-Meeting Hall screen in the eASY.KSEI application is the authority of each Company and this will be stated by the Company in the Rules of Conduct for the GMS through the eASY.KSEI application. For the proxies who are present electronically and will submit guestions and/or opinions of their shareholders during the discussion session per the Agenda of the GMS, they are reguired to write down the names of the Shareholders and the amount of their share ownership followed by related guestions or opinions.
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c Voting Process Hii. The electronic voting process takes place in the eASY.KSEI application on the E-Meeting Hall menu, Live Broadcasting sub menu. Shareholders who are present alone or are represented by their proxies but have not yet cast their votes at the GMS Agenda as referred to in point 4 letter a number i- vi, the Shareholders or their proxies have the opportunity to submit their vote during the voting period through the E-Meeting Hall screen in the eASY.KSEI application was opened by the Company. When the electronic voting period per GMS Agenda begins, the system automatically runs the voting time by counting down a maximum of 5 (five) minutes. During the electronic voting process, the status "Voting for agenda item No | J has started" will be seen in the “General Meeting Flow Text” column. If the Shareholders or their proxies do not vote for a particular GMS Agenda until the status of the implementation of the GMS shown in the “General Meeting Flow Text” column changes to Voting for agenda item No | 1 has ended”, it will be considered as voting Abstain for the relevant GMS Agenda. Voting time during the electronic voting process is the standard time set in the @ASY.KSEI application. Each Company may determine the policy of direct voting time electronically per Agenda in the GMS (with a maximum time of 5 (five) minutes per GMS Agenda) and this will be stated in the Rules of Conduct for the Implementation of the GMS through the eASY.KSEI application. d. Views the on going GMS through the GMS Impressions on eASY.KSEI Shareholders or their proxies who have been registered in the eASY.KSEI application no later than the time limit in point 2 can watch the on going GMS via Zoom Webinar by accessing the eASY.KSEI menu, the GMS Impressions submenu located at the AKSes facility (https://akses.ksei.co.id/«https://akses.ksei.co.id/2). The GMS Impressions has a capacity of up to 500 (five hundred) participants, where the attendance of each participant will be determined on a first come first serve basis. Shareholders or their proxies who do not get the opportunity to watch the implementation of the GMS through the GMS Impressions are still considered valid to be present electronically and share ownership and voting choices are taken into account at the GMS , as long as they have been registered in the eASY.KSEI application as stipulated in point 4 letter a number i-vi. Shareholders or their proxies who only watch the on going GMS through the GMS Impressions but are not registered to attend electronically on the eASY.KSEI application according to the provisions in point 4 letter a number i-vi, then the presence of the Shareholders or their proxies is considered invalid and will not be included in the calculation of the GMS attendance guorum. Shareholders or their proxies who watch the GMS through the GMS Zoom Webinar have a raise hand feature that can be used to ask guestions and/or opinions during the discussion session per GMS Agenda. If the Company allows by activating the allow to talk feature, the Shareholders or their proxies can submit guestions and/or opinions by speaking directly. The determination of the mechanism for the implementation of discussions per GMS Agenda using the allow to talk feature contained in the GMS Impressions is the authority of each Company and this will be stated by the Company in the Rules of Conduct for the Implementation of the GMS through the eASY.KSEI application. To get the best experience in using the eASY.KSEI application and/or GMS Impressions, Shareholders or their proxies are advised to use the Mozilla Firefox browser. ,
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. The Notary, assisted by the Securities Administration Bureau, will check and count the votes for each GMS Agenda in every decision-making of the GMS on the said Agenda, including those based on the votes submitted by the Shareholders through eASY.KSEI as referred to in point 4 letter c numbers i-iii above, as well as those submitted at the GMS. . The shareholders who are entitled to attend the GMS whose shares are induded in the collective custody of KSEI, to register attendance electronically through the KSEI System (eASY.KSEI) at the link https://akses.ksei.co.id/ provided by KSEI. The implementation of electronic registration will be opened from the date of the Invitation for this GMS and will be closed at the latest before the GMS at 13.30 WIB. Guidelines for registration, use, and further explanation regarding eASY.KSEI can be found on the Company's website and/or akses.ksei.co.id website. In the event that the Shareholders will attend the GMS outside the @ASY.KSEI mechanism, the Shareholders can download the power of attorney contained on the Company's website www.indofarma.id. . Shareholders who have given power of attorney in point 4 above, may submit guestion(s) to the agenda via email to the Company headoffice@indofarma.id by CC to DM@datindo.com and the guestion(s) will be submitted in GMS by the Proxy and recorded in the Minutes of the GMS compiled by the Notary, and answers to these guestion(s) will be submitted via Shareholders' email no later than 3 (three) working days after the GMS. . In addition, Shareholders are reguired to comply with the health protocols stipulated in accordance with the Government Protocol implemented by the GMS committee and the venue's management where the GMS is held. . To ease the arrangement and orderliness of the GMS, Shareholders or their proxies are kindly reguested to register for attendance (registration) no later than 30 (thirty) minutes before the GMS begins, and at 13.30 WIB the registration will be closed. Jakarta, December 20, 2023 | PT Indofarma Tbk Aa F4 Board of Directors /
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