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20240703_INAF_Pemanggilan RUPS_31679240_lamp2.pdf
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SUMMON OF THE
ANNUAL GENERAL MEETING OF SHAREHOLDERS 2023 FINANCIAL YEAR
PT INDOFARMA Tbk
Herewith the Board of Directors of PT Indofarma Tbk (hereinafter referred to as the “Company”),
conveys the Shareholders to attend the Annual General Meeting of Shareholders 2023 Financial
Year (hereinafter referred to as the “MEETING”) which will be held on:
Day, Date : Thursday, July 25, 2024
Time : 13.00 WIB – closing
Venue : Indonesia Health Learning Institute
Jl. Cipinang Cempedak I Nomor 36, Jakarta Timur, 13340
The Agenda of the MEETING are as follows:
1. Approval of the Company's Annual Report and Ratification of the Company
Consolidated Financial Statement, Approval of the Report on the Supervisory Duties
of the Board of Commissioners for the 2023 financial year, including ratification of
the restatement of the Company Consolidated Financial Statement for the 2021 and
2022 Financial Year and Ratification the report on the Micro and Small Business
Funding Program (PUMK) for the 2023 Financial Year, as well as granting settlement
and discharge of responsibilities fully (volledig acquit et de charge) to the Board of
Directors for the management actions of the Company and the Board of
Commissioners for the Company's supervisory actions that have been carried out
during the 2023 Financial Year.
A brief description:
a. The Board of Directors submits the Annual Report to the General Meeting of Shareholders
(GMS) after being reviewed by the Board of Commissioners.
b. Approval of the Annual Report including the ratification of the Consolidated Financial
Statements for the 2023 Financial Year which has been audited by the Public Accounting
Firm Hendrawinata Hanny Erwin & Sumargo as well as the report on the supervisory duties
of the Board of Commissioners carried out by the GMS.
c. The Annual Report on the Micro and Small Business Funding Program (PUMK) for 2023
Financial Year which has been carried out by the Company's Board of Directors and the
Financial Statements on the Micro and Small Business Funding Program (PUMK) that have
been audited by the Public Accounting Firm Hendrawinata Hanny Erwin & Sumargo
submitted to the GMS for approval.
2. Approval of the Use of the Company's Net Profit for the 2023 Financial Year.
A brief description:
Based on the Company's Articles of Association, the Board of Directors submits a proposal for
the use of the Company's Net Profit.
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3. Determination of Remuneration (Salary/Honorarium, Facilities, and Allowances) for
the 2024 Financial Year and Performance Incentives for the 2023 Financial Year for
the Board of Directors and Board of Commissioners of the Company.
A brief description:
Based on the Company's Articles of Association, it is stated that the Salary/Honorarium,
Allowances, and Facilities of the Company's Board of Commissioners and Directors the amount
is determinded by the GMS.
4. Appointment of Public Accounting Firm (KAP) to audit the Company's Consolidated
Financial Statements and the Financial Statements for the Micro and Small Business
Funding Program (PUMK) for the 2024 Financial Year.
A brief description:
Based on the Financial Services Authority Regulation Number 15/POJK.04/2020 concerning the
Planning and Organizing of the General Meeting of Shareholders of a Public Company, it is
stated that the appointment and dismissal of a Public Accountant and/or Public Accounting Firm
that will provide audit services on annual historical financial information must be decided in
Public Company GMS taking into account the proposal of the Board of Commissioners.
5. 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.
c. As a follow-up to the resignation of Mr. Laksono Trisnantoro as President Commissioner of
the Company.
Notes:
1. The Company does not send a separate invitation to the Shareholders. This Summon is
considered an invitation.
2. The Shareholders who are entitled to attend the MEETING are the Shareholders of the Company
whose names are recorded/listed in the Company’s Shareholder Register and/or owner of
securities account in Collective Custody of PT Kustodian Sentral Efek Indonesia (“KSEI”) at the
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closing trading in Indonesia Stock Exchange (Bursa Efek Indonesia) as of Tuesday, July 02,
2024.
3. The Company has provided MEETING agenda’s materials for each MEETING agenda since the
date of this Summon, which can be downloaded through the Company's website
www.indofarma.id.
4. Shareholders who will provide power of attorney electronically to the MEETING through the
eASY.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 MEETING electronically are required to register attendance in the eASY.KSEI
application on the date of the MEETING until the registration period the MEETING is
electronically closed by the Company.
ii. Local individual type Shareholders who have given a declaration of attendance but have
not yet cast their votes for at least 1 (one) MEETING agenda in the eASY.KSEI
application until the time limit in point 2 and wish to attend the MEETING electronically
are required to register their attendance in the eASY.KSEI application on the date of
the MEETING until the registration period for the MEETING is electronically closed by
the Company.
iii. 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) MEETING Agenda in the
eASY.KSEI application until the time limit in point 2, then the proxies representing the
Shareholders are required to register attendance in the eASY.KSEI application on the
date of the MEETING until the registration period for the MEETING is electronically
closed by the Company.
iv. Shareholders who have given power of attorney to the participant/Intermediary proxy
(Custodian Bank or Securities Company) and have cast their vote in the eASY.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 required to register attendance in the
eASY.KSEI application on the date of the MEETING until the electronic registration
period for the MEETING is closed by the Company.
v. 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 MEETING 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 eASY.KSEI
application on the date of the MEETING. Share ownership will be automatically
calculated as a quorum of attendance and the votes that have been cast will be
automatically taken into account in the voting of the MEETING.
vi. 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 MEETING electronically, and their share ownership will not be counted as a quorum
for attendance at the MEETING.
b. Process for Submitting Questions and/or Opinions Electronically
i. Shareholders or proxies have 3 (three) opportunities to submit questions and/or
opinions at each discussion session per MEETING Agenda. Questions and/or opinions
per MEETING Agenda can be submitted in writing by the Shareholders or their proxies
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by using the chat feature in the “Electronic Opinions” column available on the
E-Meeting Hall screen in the eASY.KSEI application. Giving questions and/or opinions
can be done as long as the status of the MEETING in the “General MEETING Flow Text”
column is "Discussion started for agenda item No. [ ]".
ii. Determination of the mechanism for conducting discussions per MEETING 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 MEETING through the eASY.KSEI application.
iii. For the proxies who are present electronically and will submit questions and/or opinions
of their shareholders during the discussion session per the Agenda of the MEETING,
they are required to write down the names of the Shareholders and the amount of their
share ownership followed by related questions or opinions.
c. Voting Process
i. The electronic voting process takes place in the eASY.KSEI application on the
E-Meeting Hall menu, Live Broadcasting sub menu.
ii. Shareholders who are present alone or are represented by their proxies but have not yet
cast their votes at the MEETING 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 MEETING 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 [ ] has started" will be seen in the “General Meeting Flow Text” column. If the
Shareholders or their proxies do not vote for a particular MEETING Agenda until the
status of the implementation of the MEETING shown in the “General Meeting Flow
Text” column changes to “Voting for agenda item No [ ] has ended”, it will be
considered as voting Abstain for the relevant agenda of the MEETING.
iii. Voting time during the electronic voting process is the standard time set in the
eASY.KSEI application. Each Company may determine the policy of direct voting time
electronically per Agenda in the MEETING (with a maximum time of 5 (five) minutes per
MEETING Agenda) and this will be stated in the Rules of Conduct for the Implementation
of the MEETING through the eASY.KSEI application.
d. Views the on going MEETING through the GMS Impressions on eASY.KSEI
i. 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 MEETING 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/>).
ii. The GMS Impressions has a capacity of up to 500 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
MEETING through the GMS Impressions are still considered valid to be present
electronically and share ownership and voting choices are taken into account at the
MEETING, as long as they have been registered in the eASY.KSEI application as
stipulated in point 4 letter a number i-vi.
iii. Shareholders or their proxies who only watch the on going MEETING 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 MEETING attendance quorum.
iv. Shareholders or their proxies who watch the MEETING through the GMS Zoom Webinar
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Names mentioned 6 people and organisations named in the text · linked when the evidence is strong
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Financial Services Authority
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PT Kustodian Sentral Efek Indonesia
p.2
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Indonesia Stock Exchange
p.3
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