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20250424_HEAL_Ringkasan Risalah//Risalah RUPS_31877808_lamp1.pdf
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ANNOUNCEMENT OF SUMMARY OF MINUTES
ANNUAL GENERAL MEETING OF SHAREHOLDERS (“AGMS”)
PT MEDIKALOKA HERMINA Tbk
The Company hereby submits the summary of the minutes of the AGMS as follows:
Place, date and time:
Day/Date : Wednesday, 23 April 2025
Venue : Hermina Tower Grand Ballroom Mendulang, Level 26,
Jalan Selangit B-10, Kavling nomor 4, Kemayoran,
Jakarta 10610 - Indonesia
Time : 10.32 – 11.25 (Jakarta Time)
Agendas:
1. Approval and ratification of the Company's Annual Report for the 2024 financial year including the
Company's Activity Report, the Supervisory Report of the Board of Commissioners and the 2024
Financial Report, as well as the granting of full settlement and discharge of responsibilities (acquit et
de charge) to the Board of Directors and the Board of Commissioners of the Company for their action
in management and supervision in the 2024 financial year;
2. Determination of the use of the Company's net profit for the 2024 financial year;
3. Appointment of a Public Accountant and/or a Public Accountant Firm to audit the Company's Financial
Statements for fiscal year 2025, and granting authority to determine the honorarium of the public
accountant and/or the public accountant firm as well as other requirements;
4. Approval of the reorganization of the Board of Commissioners; and
5. Determination of remuneration for members of the Board of Directors and Board of Commissioners of
the Company.
(hereinafter referred to as the “Meeting”)
The Attendance of the Board of Directors and the Board of Commissioners
The Board of Directors and the Board of Commissioner attended the meeting:
Board of Directors:
President Director : Mr. HASMORO;
Vice President Director : Mr. BINSAR PARASIAN SIMORANGKIR;
Vice President Director : Mr. YULISAR KHIAT;
Director : Ms. drg. Susi Setyawati
Director : Mrs. Tan Suryanti Gunadi
Board of Commissioners:
Vice President Commissioner : Mr. HUSEN SUTAKARIA;
Commissioner : Mrs. MEIJANI WIBOWO;
Commissioner : Mr. DARWIN CYRIL NOERHADI;
Commissioner : Mr. GIDION HASAN;
Independent Commissioner : Mr. ALEXANDER STEVEN RUSLI;
Independent Commissioner : Mr. HERIDADI;
Independent Commissioner : Mr. Amit Varma
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Chairman of the Meeting
The Meeting was chaired by Mr. Husen Sutakaria as the Vice President Commissioner of the Company.
Attendance of the Shareholders
The Meeting was attended by shareholders and their proxies representing 12,556,108,742 shares or 84.326% of
the 14,890,030,000 shares which are all shares with valid voting rights issued by the Company after deducting the
number of shares bought back by Company.
Questions and/or Opinions
Shareholders and proxies have been facilitated to raise questions and/or opinions for each of the agenda in
the Meeting, however there were no shareholders and proxies have raised questions and/or opinions.
Voting Mechanism
Decision on all agenda items are made through deliberation to achieve consensus. If consensus cannot be
reached, decisions are made by voting.
Voting Results
Agenda 1:
- Number of blank/abstain votes : 258,963,000 votes.
- Number of disagree votes disagree : - votes.
- Number of agree votes : 12,297,145,742 votes.
- So that the total votes agree : 12,556,108,742 votes, or 100%, or more than 1/2 part of the
total number of votes legally issued at the Meeting.
Agenda 2:
- Number of blank/abstain votes : 258,963,000 votes.
- Number of disagree votes : 2,814,400 votes.
- Number of agree votes : 12,294,331,342 votes.
- So that the total votes agree : 12,553,294,342 votes, or equal to 99.98%, or more than 1/2 of
the total number of votes legally issued at the Meeting.
Agenda 3:
- Number of blank/abstain votes : 258,963,000 votes.
- Number of disagree votes : 296,497,325 votes.
- Number of agree votes : 12,000,648,417 votes.
- So that the total votes agree : 12,259,611,417 votes, or equal to 97.64%, or more than 1/2 of
the total number of votes legally issued at the Meeting.
Agenda 4:
- Number of blank/abstain votes : 258,963,000 votes.
- Number of disagree votes : 157,977,825 votes.
- Number of agree votes : 12,139,167,917 votes.
- So that the total votes agree : 12,398,130,917 votes, or equal to 98.74%, or more than 1/2 of
the total number of votes legally issued at the Meeting.
Agenda 5:
- Number of blank/abstain votes : 274,874,900 votes.
- Number of disagree votes : 504,434,125 votes.
- Number of agree votes : 11,776,799,717 votes.
- So that the total votes agree : 12,051,674,617 votes, or equal to 95.98%, or more than 1/2 of
the total number of votes legally issued at the Meeting.
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Meeting Resolutions:
Decision of Agenda 1:
Approve and ratify the Company's Annual Report for the 2024 financial year, including the Company’s
Activity Report, the Board of Commissioners' Supervisory Duties Report and the Financial Report for the
2024 financial year, as well as provide full repayment and release of responsibility (acquit et de charge)
to the Company's Directors and Board of Commissioners for their actions in management and supervision
that they carry out in the 2024 financial year as long as these actions are reflected in the Annual Report.
Decision of Agenda 2:
a. Approved the use of net profit attributable to the owners of the Company's parent entity for the 2024
financial year as follows:
i. Amounting to IDR 161,342,475,000.00 (one hundred and sixty-one billion three hundred and
forty-two million four hundred and seventy-five thousand Rupiah) or 30% (thirty percent) of
the net profit attributable to the owners of the parent entity for the 2024 financial year,
distributed as cash dividends to the Company's shareholders so that each share will receive
a cash dividend of IDR 10.5 (ten-point five Rupiah), considering applicable tax and capital
market regulations;
ii. amounting to IDR 14,000,000,000.00 (fourteen billion Rupiah) allocated and recorded as the
Reserve Fund;
iii. the remaining is recorded as the retained earnings, to increase the Company's working
capital.
b. To grant power and authority to the Company's Directors to carry out all necessary actions in
connection with the above decisions, in accordance with applicable laws and regulations.
Decision of Agenda 3:
Approved to re-appoint the Public Accountant Purwantono, Sungkoro & Surja, who will audit the
Company's financial statements for the 2025 financial year, and give authority to the Board of
Commissioners to determine the honorarium for the Public Accountant along with the conditions for his
appointment including dismissal or appointing a replacement.
Decision of Agenda 4:
a. To appoint Mr.HUSEN SUTAKARIA as the President Commissioner, effective as this meeting is
closed.
b. To determine the Board of Commissioners of the Company effective as this meeting is closed up to
the Annual General Meeting of Shareholders Year 2027 will be closed, as follows:
Board of Commissioners:
President Commissioner : Mr. HUSEN SUTAKARIA;
Commissioner : Mrs. MEIJANI WIBOWO;
Commissioner : Mr. DARWIN CYRIL NOERHADI;
Commissioner : Mr. GIDION HASAN;
Independent Commissioner : Mr. ALEXANDER STEVEN RUSLI;
Independent Commissioner : Mr. HERIDADI;
Independent Commissioner : Mr. Amit Varma
c. To grant authority and power to the Company's Board of Directors, with the rights of substitution, to
state the decision regarding the composition of the Company's Board of Commissioners in a deed
made before a Notary, and to subsequently notify the authorized party, and to carry out all and any
actions necessary in connection with the decision in accordance with applicable laws and
regulations.
Decision of Agenda 5:
a) Determine the honorarium and/or other allowances for members of the Company's Board of
Commissioners for the 2025 financial year, with an increase not exceeding 6% (six percent)
from the 2024 financial year, and give authority to the Board of Commissioners’ Meeting to
determine the allocation, considering recommendations from the Committee Remuneration,
Nomination and Governance.
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b) Grant authority to the Company's Board of Commissioners to determine salaries and/or
allowances for members of the Company's Board of Directors, considering recommendations
from the Remuneration, Nomination and Governance Committee.
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