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20250509_MIKA_Pemanggilan RUPS_31884599_lamp6.pdf
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Code of Conduct
Annual General Meeting of Shareholders (the “Meeting”)
PT Mitra Keluarga Karyasehat Tbk (the “Company”)
Wednesday, June 4, 2025
1. The Meeting will be conducted in Bahasa Indonesia
2. Chairman of the Meeting who will lead the Meeting and have the right to decide on the Meeting procedures
that have not been regulated or have not been sufficiently regulated in this Code of Conduct and have the right
to ask those who present at this Meeting to prove their right to attend and to vote at the Meeting.
3. The meeting will be available in the KSEI Electronic General Meeting of Shareholders System (eASY.KSEI), this
application provided by PT Kustodian Sentral Efek Indonesia.
4. Quorum of attendance:
The Meeting Attendance Quorum is only counted once before the meeting started.
Based on Article 14 paragraph 1.a. of the Company’s Articles of Association, the Meeting is valid if attended
and/represented by more than 1/2 of total shares with eligible voting rights that have been issued by the
Company.
5. Questions and Answers and Opinions:
Chairman of the Meeting will provide the opportunity for Shareholders or their proxies to submit question
and/or express their opinion regarding the related Agenda of the Meeting, before the voting is held, with the
following procedures:
a. Shareholders or their proxies who wish to ask questions and/or express opinions are welcome to raise
their hands, then our officers will provide an inquiry form and shareholders are expected to write their
name, number of shares owned or represented and the questions asked.
b. Based on Article 14 paragraph 14 of the Company's Articles of Association, any matters submitted by the
shareholders or their proxies must meet all the requirements, as follows:
i. In the opinion of the Chairman of the Meeting, this matter is directly related to one of the relevant
GMS agendas; and
ii. These matters are submitted by 1 (one) or more shareholders jointly owning at least 1/10 of the total
shares with valid voting rights;
iii. In the opinion of the Board of Directors, the proposal is considered to be directly related to the
Company's business;
c. Then, the Chairman of the Meeting will provide answers or responses one by one and the Chairman of the
Meeting can ask for help from members of the Board of Directors or other parties to answer the questions.
d. The question directly related to the Agendas of the Meeting following the applicable legal provisions and
discussed on an ongoing basis.
e. The question and answer forum will be held for a maximum of 10 minutes (for each agenda of the
Meeting), unless otherwise determined by the Chairman of the Meeting. Given the time constraints, in
each agenda item of the Meeting, each shareholder or their proxies were given the opportunity to submit
the questions for a maximum 2 times, 1 question each.
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f. For shareholders who are present electronically and are registered on the eASY.KSEI application, please
submit the questions and/or opinions in the chat feature in the "Electronic Opinions" column that available
on the E-Meeting Hall screen on the eASY.KSEI application, and it is mandatory to write down the name
of the shareholder and the amount of share ownership, followed by a question or opinion.
g. The Chairman of the Meeting has the right to determine questions or opinions, which will be responded to
in writing.
h. Questions that have not been responded directly (orally) will be responded to in writing within 3 (three)
working days after the meeting date. The company will send a response to the email address listed by the
shareholders or their proxies in the QnA form or in the chat feature in the "Electronic Opinions" column
that available on the e-Meeting Hall screen on the eASY.KSEI application. If the shareholders or their
proxies do not put the e-mail address information, the Company's response will be sent by letter to the
address of the shareholders listed in the Company's Register of Shareholders.
6. Voting:
a. The voting for each agenda item of the Meeting is taken from :
i. electronic voice on eASY.KSEI application;
ii. vote from shareholders and proxy of shareholders (excluded the electronic proxy in the eASY.KSEI
application) who are present physically, which submitted at the time of voting for the relevant agenda
item;
voting for will be conducted with the following procedure:
- First : shareholders or the proxies of shareholders (excluded the electronic proxy in the
eASY.KSEI application) who vote against will be asked to raise their hands, and our
officers will distribute the form to be filled out by the shareholders or proxies of
shareholders (excluded the electronic proxy in the eASY.KSEI application) by writing
down the name, amount shares owned or represented, and submitted to the officer to
be recorded in eASY.KSEI application.
- Second: shareholders or the proxies of shareholders (excluded the electronic proxy in the
eASY.KSEI application) who vote blank/abstain will be asked to raise their hands, and
our officers will distribute the form to be filled out by the shareholders or the proxies of
the shareholders (excluded the electronic proxy in the eASY.KSEI application) by
writing the name, the number of shares owned or represented, and submitted to the
officer to be recorded in eASY.KSEI.
- Third : shareholders or shareholder proxies (excluded the electronic proxy in the eASY.KSEI
application) who do not raise their hands or leave the Meeting room during voting, are
deemed to have voted in favor.
- Fourth : shareholders who are present electronically and are registered on the eASY.KSEI
application, have to provide and enter their vote for each agenda of the Meeting, both
agree votes, disagree votes and abstain (blank votes) through the eASY.KSEI application,
and if they do not give or provide their votes, the votes will be deemed abstained by
eASY.KSEI application.
b. Direct electronic voting through the eASY.KSEI application, for each agenda item of the Meeting, will be
held for a maximum of 2 minutes (voting time).
c. The shareholders or their proxies has the right to vote. Each share entitles its holder to issue 1 (one) vote.
When a shareholder owns more than 1 (one) share, then the proxies (excluded the electronic proxy in
the eASY.KSEI application) is only required to vote 1 (one) time and the vote represents all of the shares
from the shareholder.
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d. Based on Article 14 paragraph 7 Company’s Article of Association, in the decision making when
Shareholders or their proxies not giving vote (abstain/blank vote) then considered giving the same vote as
majority Shareholders who votes.
e. For proxies (excluded the electronic proxy in the eASY.KSEI application) who is authorized by
Shareholders to vote abstain and/or disagree voting but when the time of voting do not raise their hands
to vote abstain and/or disagree voting, then they are considered to agree with the proposed decision.
7. Meeting Decision :
According to Article 14 paragraph 8 Company’s Article of Association, Meeting decisions will be taken based on
deliberation for consensus, in the event that decisions based on deliberation for consensus are not reached; in
accordance with the provisions of Article 14 paragraph 1 point a of the Company's Articles of Association,
decisions will be taken based on agreed votes of more than 1/2 (half) of all shares with voting rights present in
the meeting.
8. For Shareholders or their proxies who come after the Meeting started, then those Shareholders are remain
allowed to attend the Meeting but not allowed to ask question or opinion and their vote will not be counted.
9. This code of conduct applies since this Meeting is opened by the Chairman of the Meeting until it is closed by
the Chairman of the Meeting.
10. For maintain comfort during the Meeting, please deactivate your mobile phone or set your mobile phone to the
silent mode
Names mentioned 2 people and organisations named in the text · linked when the evidence is strong
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PT Kustodian Sentral Efek Indonesia
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