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20250124_KLBF_Pemanggilan RUPS_31848074_lamp1.pdf
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PT KALBE FARMA TBK
("Company")
INVITATION
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Board of Directors of the Company hereby invites the Shareholders to attend the
Extraordinary General Meeting of Shareholders (the "EGMS" or "Meeting”), which will be
implemented on:
Day, date : Monday, February 17, 2025
Place : Organized electronically by the company using EASY provided by PT
Kustodian Sentral Efek Indonesia (the “KSEI”) which domiciled in South
Jakarta
Time : 10.00 WIB to finished
The agenda items in the Meeting are as follows:
EGMS:
Approval of the plan to partially transfer the Company's treasury shares to be withdrawn by
means of reducing capital in accordance with Article 21 paragraph b of the Financial Services
Authority Regulation No. 29 of 2023 concerning the Buyback of Shares Issued by Public
Companies (the “POJK 29/2023”) and amendments to the Company's Articles of Association
in connection with the reduction of issued and paid-up capital.
Explanation of Meeting Agenda:
In this agenda, the Company requests the approval of the EGMS for the transfer plan of the
Company's treasury shares of 61,730,570 (sixty one million seven hundred thirty thousand
five hundred seventy) shares with a nominal value of Rp617,305,700,- (six hundred
seventeen million three hundred five thousand seven hundred Rupiah) which are shares
that have been bought back by the Company in 2022 to be withdrawn by means of reducing
capital in accordance with the provisions of Article 21 paragraph b POJK 29/2023 and
changes to the Company's Articles of Association in connection with the reduction of issued
and paid-up capital in accordance with the provisions of Law No. 40 of 2007 concerning
Limited Liability Companies.
General requirements:
1. The Company does not send separate invitations to each of the Company's
shareholders, so this invitation advertisement is in accordance with the provisions of
Article 21 paragraph (4) of the Company's Articles of Association and is an official
invitation for the Company's shareholders.
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2. Those entitled to attend or be represented at the Meeting are the Company's
Shareholders, whether their shares are in the collective custody of the KSEI (without
script/scriptless) or outside KSEI collective custody (warkat/script), whose names were
recorded in the Company's Register of Shareholders on Thursday, January 23, 2025
until 16.00 WIB (recording date).
3. Company meetings will be held electronically using the Application Electronic General
Meeting System KSEI (the “eASY.KSEI application”) provided by KSEI, in accordance
with the provisions of POJK No. 16/POJK.04/2020 concerning the Implementation of
Electronic General Meetings of Shareholders of Public Companies (the "POJK
16/2020”) and Article 18 paragraph 2 of the Company's Articles of Association. Thus,
Shareholder participation in the Meeting can be done by choosing the mechanism of
attending the Meeting electronically via the eASY.KSEI Application.
4. In accordance with Financial Services Authority Regulation Number 15/POJK.04/2020
concerning Planning and Organizing General Meetings of Shareholders of Public
Companies (the "POJK 15/2020”), POJK 16/2020, and KSEI Regulation Number XI-B
concerning Procedures for Conducting Electronic General Meeting of Shareholders
Accompanied by Voting via Electronic General Meeting System KSEI (the “eASY.KSEI”),
the Company urges Shareholders to participate in the Meeting using the following
mechanism:
4.1 Virtually attend and vote in the Meeting electronically via the eASY.KSEI
Application;
4.2 Give power of attorney with the following mechanisms:
a. Local individual Shareholders who are entitled to attend the Meeting
whose shares are in the collective custody of KSEI, can provide power of
attorney electronically (the "e-Proxy”) to the Independent Power of
Attorney provided by the Company, namely the Securities Administration
Bureau PT Adimitra Jasa Korpora (the "BAE"), through the facility
Electronic General Meeting System KSEI (the “eASY.KSEI”) in the link
https://akses.ksei.co.id no later than 1 (one) working day before the
Meeting is held, which falls on February 14, 2025 at 12.00 WIB.
Registration, usage and further explanation guides regarding eASY.KSEI can
be accessed on the eASY.KSEI Application.
b. Shareholders who are entitled to attend the Meeting whose shares are
outside the collective custody of KSEI, can grant power of attorney to BAE
by observing the following provisions:
1) the power of attorney form can be downloaded on the Company's
website at the link https://www.kalbe.co.id/id/investor-id/informasi-
investor and the original stamped power of attorney must be
received back by the Company through the Registrar of Companies
at PT Adimitra Jasa Korpora, Rukan Kirana Boutique Office, Jl. Kirana
Avenue III Blok F3 No. 5 Jakarta 14250 Ph: +6221 29745222, Fax:
+6221 29289961, Email: opr@adimitra-jk.co.id, as well as the scan of
the power of attorney shall be received via electronic mail:
corporate.secretary@kalbecorp.com, no later than 1 (one) working
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day before the Meeting is held, which falls on February 14, 2025 at
12.00 WIB accompanied by a copy of KTP or for shareholders whom
are legal entities accompanied by proof of authority to represent the
legal entity;
2) for Shareholders who are domiciled outside the territory of
Indonesia, a power of attorney must be made by a local Notary and
legalized by the Embassy of the Republic of Indonesia in the local
area where the shareholder is domiciled;
members of the Board of Directors, Board of Commissioners and
Employees of the Company may act as proxies at the Meeting, but the
votes they cast as proxies at the Meeting are not counted in the voting. In
the event that the granting of power of attorney is carried out
electronically, members of the Board of Directors, Board of Commissioners
and employees of the Company cannot become power of attorney.
5. For Shareholders who choose to attend the Meeting electronically via the eASY.KSEI
Application as referred to in number 3, the following provisions apply:
5.1 Shareholders can confirm their participation electronically and submit their
voting choices via the eASY.KSEI Application from the date of the Invitation to
the Meeting until February 14, 2025 at 12.00 WIB (the "Deadline for Declaration
of Attendance”).
5.2 The process for registering for electronic participation in the Meeting is as
follows:
a. for local individual Shareholders who have not provided a declaration of
attendance or provided an e-Proxy by the Deadline for Declaration of
Attendance;
b. for local individual Shareholders who have provided a declaration of
attendance but have not voted for the Meeting agenda in the eASY.KSEI
Application by the Deadline for Declaration of Attendance;
c. for Shareholders who have given power of attorney to the Independent
Power of Attorney provided by the Company or to Individual
Representative, but has not yet cast votes for the Meeting agenda until the
Deadline for Declaration of Attendance;
d. for Participants/Intermediary (Custodian Bank or Securities Company)
which has received the power of attorney and voting options for the
Meeting agenda from the Shareholders;
shall register their attendance in the eASY.KSEI Application on the date the
Meeting is held, which falls on February 17, 2025 until the closing of electronic
registration for the Meeting by the Company.
5.3 In the event that Shareholders and/or authorized Proxies do not carry out or are
late in carrying out the electronic registration process as referred to in number
5, they are considered not present at the Meeting and are not counted as a
quorum for Meeting attendance.
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6. Shareholders or their proxies who have registered on the eASY.KSEI Application can
watch the Meeting via webinar Zoom via link https://akses.ksei.co.id by accessing the
eASY.KSEI submenu (the “Tayangan RUPS"), under the condition:
6.1 Shareholders or their proxies have registered on the eASY.KSEI Application no
later than February 14, 2025 at 12:00 WIB;
6.2 The GMS broadcast has a maximum capacity of 500 (five hundred) participants
so that the attendance of each participant will be determined based on the
method first come first served;
6.3 Shareholders or their proxies who have registered on the eASY.KSEI Application
but do not have the opportunity to watch the Meeting via webinar Zoom
Broadcasting of the GMS will still be considered valid for electronic attendance
and share ownership and voting options will be taken into account at the
Meeting;
6.4 Shareholders or their proxies who are not registered are present electronically
on the eASY.KSEI Application but can watch the Meeting via webinar Zoom
Broadcasting of the GMS, the presence of which is considered invalid and will
not be included in the calculation of the meeting attendance quorum;
6.5 Shareholders or their proxies are advised to use a browser Mozilla Firefox to get
the best performance and appearance when using the eASY.KSEI Application
and/or GMS Broadcasts, in accordance with recommendations from KSEI.
7. Meeting materials are available from the date of the Invitation to the Meeting date
and can be downloaded on the Company's website www.kalbe.co.id The Company
does not provide Meeting materials in the form of printed copies to Shareholders at
the time of the Meeting.
8. Questions related to the Meeting agenda can be submitted via electronic mail
corporate.secretary@kalbecorp.com or conveyed at the Meeting in accordance with
the Meeting Rules and Regulations.
9. If there are changes and/or additions to the Meeting material or information related
to the procedures for holding the Meeting in connection with the latest conditions and
developments that have not been conveyed through this Invitation, then they will be
announced on the Company's website. www.kalbe.co.id.
Jakarta, January 24, 2024
Board of Directors of the Company
Names mentioned 4 people and organisations named in the text · linked when the evidence is strong
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.1
unresolved
org
Financial Services Authority
p.1 ×2
unresolved
org
PT Adimitra Jasa Korpora
p.2 ×2
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