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20240531_SILO_Ringkasan Risalah//Risalah RUPS_31644727_lamp3.pdf
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SUMMARY OF MINUTES OF
THE ANNUAL & EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT SILOAM INTERNATIONAL HOSPITALS TBK
The Board of Directors of PT Siloam International Hospitals Tbk (the “Company”) hereby announce to the
Company Shareholders that the Annual General Meeting of Shareholders (“Meeting”) has been convened
on Thursday, 30 May 2024 at Auditorium Mochtar Riady Institute for Nanotechnology, Jl. Jenderal Sudirman
No.1688, Lippo Karawaci, Tangerang 15811, commenced at 09:28 a.m. Western Indonesia Time and closed
at 10:40 a.m. Western Indonesia Time.
The meeting was chaired by Benny Haryanto Djie, as the President Director of the Company, pursuant to the
Resolution of the Board of Directors effective as of 29 May 2024, and was attended by:
BOARD OF COMMISSIONERS :
Commissioner : Andy N. Purwohardono*
Commissioner : Lim Suet Wun*
Independent Commissioner : DR Kartini Syahrir*
Independent Commissioner : Peter John Chambers*
BOARD OF DIRECTORS :
President Director : Benny Haryanto Djie
Director : dr. Grace Frelita Indradjaja*
Director : dr. Anang Prayudi*
Director : Phua Meng Kuan (Daniel Phua)
Director : Monica Surjapranata*
Director : Hendy Widjaja
*) joined the Meeting via video conference
The Summary of Minutes of Meeting is prepared to comply with the Regulation of Financial Services
Authority 15/POJK.04/2020 on the Plan and Implementation of General Meeting of Shareholders of Public
Companies (“POJK 15/2020”) is as follows:
A. Quorum of the Shareholders Attendances
The meeting was attended by 11,787,596,963 shares, representing 90.798% of the total 12,982,224,800
shares that are fully issued and paid-up after excluding the shares repurchased by the Company,
therefore the provisions stipulated in the Company Law, Financial Services Authority Regulations, and
the Company's Articles of Association for the conduct of this Meeting, as well as decision-making on
all Meeting agendas, have been fulfilled.
B. Opportunity to Raise Questions and/or Give Opinions relating to the Meeting Agenda
At the end of the discussion of each agenda, the chairman of the Meeting provides an opportunity to
the Shareholders or their Proxy (“Shareholders”) to raise question and/or to give an opinion relating
to the agenda in discussion.
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C. Resolutions Mechanism in the Meeting
Each share is given 1 (one) right to Shareholders to cast 1 (one) vote, pursuant to Article 23 paragraph
12 of the Article of Association of the Company which was also stated in the Rules of Order of the
Meeting distributed to the Shareholders or their Proxy who attended the Meeting, the resolutions were
adopted based on an amicable deliberation to reach a mutual consensus. In the event that the
resolutions based on the amicable deliberation failed to be reached, In the event that a decision based
on deliberation to reach a consensus is not reached, then the decision is taken by voting through
eASY.KSEI e-voting and direct voting based on:
• Approval votes of more than 1/2 (one half) of the total votes legally cast at the Meeting for the First
Meeting Agenda to the Sixth Meeting Agenda.
• Approval votes of more than 2/3 (two thirds) of the total votes legally cast at the Meeting for the
Seventh Meeting Agenda.
D. Independent Party to Count and/or Validate the Vote
The Company has appointed an independent party, namely Sriwi Bawana Nawaksari, S.H., M.Kn.,
Notary in Tangerang Regency to count and/or validate the vote.
E. Meeting Resolutions
All matters discussed and resolved in the Meeting were recorded in the Minutes of the Annual General
Meeting of Shareholders Deed No. 124 dated 30 May 2024, which was drawn up by Sriwi Bawana
Nawaksari, S.H., M.Kn. Notary in Tangerang Regency. The summary of the Deed is as follows:
First Meeting Agenda:
”Approval of the Company’s Annual Report, including the Board of Commissioners’
Supervisory Report, and Ratification of the Company’s Consolidated Financial Statement for
the Financial Year ended on 31 December 2022.”
Number of questioner: 0 person.
The voting result:
Against Abstain In Favor
Shares % Shares % Shares %
0 0 17,501,700 0.15 11,770,095,263 99.85
Therefore, the Meeting, by a majority vote, of 11.787.596.963 shares (100%) resolved:
1. Approved the Company's Annual Report for the financial year ending on 31 December 2023
including the Supervisory Report of the Board of Commissioners, and to ratify the Company's
Financial Statements for the financial year ending on 31 December 2023 which have been
audited by the Public Accounting Firm “Amir Abadi Jusuf, Aryanto, Mawar & Rekan” as stated
in its report No. 00209/2.1030/AU.1/10/1680-1/1/III/2024 dated 22 March 2024, with an
opinion that “the financial statements are presented fairly”.
2. Granted full reléase and discharge of responsibility to all members of the Board of Directors
and Board of Commissioners of the Company for the management and supervisory actions
that have been carried out for the financial year ending 31 December 2023 (acquit et de
charge), as long as their actions include related to business activities which are derivatives of
the Company's main business activities are reflected in the Company's Consolidated Financial
Statements and the Company's Annual Report for the 2023 financial year and are not criminal
acts or violations of the applicable laws and regulations.
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Second Meeting Agenda:
”Determination of the Utilization of Net Profits of the Company for the Financial Year ended on
31 December 2023.”
Number of questioner: None.
The voting result:
Against Abstain In Favor
Shares % Shares % Shares %
0 0 15,257,200 0.13 11,772,339,763 99.87
Therefore, the Meeting, by a majority vote, of 11.787.596.963 shares (100%) resolved:
1. Approved the distribution of final cash dividends for the financial year ending on 31
December 2023 to shareholders originating from the Company's 2023 net profit of
Rp260,000,000,000 (two hundred sixty billion Rupiah) or 21% of the Company's net profit
in 2023.
2. Approved to book the remaining net profit in 2023 amounting to Rp987,044,000,000
(nine hundred eighty-seven billion forty-four million Rupiah) as the Company's retained
earnings.
3. Granted power of attorney with substitution rights and full authority to the Board of
Directors of the Company to establish a list of shareholders who are entitled to a final cash
dividend, determine the schedule and procedures for distribution of dividends and take all
necessary actions in relation to the distribution of dividends including announcing it in
accordance with the laws and regulations applicable.
Third Meeting Agenda:
”Appointment of Public Accountant and/or Public Accountant Firm to Audit the Company’s
Financial Statements for the Financial Year ended on 31 December 2024, including audit on
other Financial Statements required by the Company.”
Number of questioner: None.
The voting result:
Against Abstain In Favor
Shares % Shares % Shares %
7,357,079 0.06 15,257,200 0.13 11,764,982,684 99.81
Therefore, the Meeting, by a majority vote, of 11,780,239,884 shares (99.94%) resolved:
1. Authorized the Board of Commissioners, upon recommendation of the Audit Committee,
to appoint a Public Accountant and/or Public Accounting Firm that will provide audit
services on annual historical financial information including audits of other Financial
Statements required by the Company.
2. Granted authority to the Board of Commissioners and/or Board of Directors of the Company
to take actions and all management, including but not limited to appointing a Public
Accountant and determining the amount of professional honorarium, signing documents,
and/or appointing another Public Accountant Office registered with the OJK if for one
reason or another the above Public Accounting Firm is unable to carry out its duties.
Fourth Meeting Agenda:
”Changes and/or Reappointment of the Composition of the Board of Directors and/or the Board
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of Commissioners of the Company.”
Number of questioner: None.
The voting result:
Against Abstain In Favor
Shares % Shares % Shares %
7,066,079 0.06 15,257,200 0.13 11,765,237,684 99.81
Therefore, the Meeting, by a majority vote, of 11,780,530,884 shares (99.94%) resolved:
1. Accepted the resignation and granted release and discharge of responsibility (volledig
acquit et de charge) to Mr. John Riady as the President Commissioner of the Company,
Mr. Peter John Chambers as the Independent Commissioner of the Company, and Ms.
Monica Surjapranata as the Director of the Company, respectively for the supervisory and
management actions they have taken from their appointment until the end of their term,
starting from the closure of this Meeting, as long as these actions are recorded in the Annual
Report and Financial Statements and other Company records, and do not constitute criminal
acts or violations of applicable laws and regulations.
2. Appointed and elected Mr. Rosan Perkasa MBA., MA as the President Commissioner of the
Company concurrently as the Independent Commissioner of the Company for the term of
office starting from the closure of this Meeting until the closure of the Annual General
Meeting of Shareholders to be held in 2026, thus the composition of the Board of Directors
and the Board of Commissioners of the Company is as follows:
BOARD OF DIRECTORS
President Director : Benny Haryanto Djie
Director : dr. Grace Frelita Indradjaja
Director : dr. Anang Prayudi
Director : Atiff Ibrahim Gill
Director : Phua Meng Kuan (Daniel Phua)
Director : Hendy Widjaja
BOARD OF COMMISSIONERS
President Commissioner/ : Rosan Perkasa MBA., MA
Independent Commissioner
Commissioner : Lim Suet Wun
Commissioner : Andy Purwohardono
Independent Commissioner : DR Kartini Syahrir
The Independent Commissioners proposed by the Nomination and Remuneration
Committee of the Company have stated that they remain independent and meet the
requirements as an Independent Commissioner as stipulated in Article 21 paragraph (2) of
the Financial Services Authority Regulation Number 33/POJK.04/2014 concerning Directors
and Board of Commissioners of Issuers or Public Companies.
3. Granted authority and power with substitution rights to the Board of Directors and/or
Corporate Secretary of the Company to take all actions in connection with the appointment
of the members of the Board of Directors and Board of Commissioners mentioned above,
including but not limited to making or requesting to be made and signing all deeds in
connection with the composition the members of the Board of Directors and the Board of
Commissioners and to register the changes in the Company Register in accordance with the
provisions of the applicable laws and regulations.
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Fifth Meeting Agenda:
”Determination of the Remuneration of the Company’s Members of the Board of Commissioners
and Board of Directors for the year of 2023.”
Number of questioner: None.
The voting result:
Against Abstain In Favor
Shares % Shares % Shares %
7,357,079 0.06 17,398,700 0.15 11,762,841,184 99.79
Therefore, the Meeting, by a majority vote, of 11,780,239,884 shares (99.94%) resolved:
1. Granted power and authority to the Company's Board of Commissioners to determine the
amount of salary, bonuses and other benefits for members of the Board of Directors in
accordance with the structure and amount of remuneration based on the Company's
remuneration policy for the financial year ending 31 December 2023; and
2. Granted power and authority to the Nomination and Remuneration Committee to
determine the amount of salary and other benefits for members of the Board of
Commissioners in accordance with the structure and amount of remuneration based on the
Company's remuneration policy for the financial year ending 31 December 2023.
Sixth Meeting Agenda:
”The change in the composition of the Board of Directors and/or Board of Commissioners of
the Company.”
Questions asked: None.
The voting result:
Against Abstain In Favor
Shares % Shares % Shares %
97,987,620 0.83 15,257,200 0.13 11,674,352,143 99.04
Therefore, the Meeting, by a majority vote, of 11,689,609,343 shares (99.17%) resolved:
1. Granted approval for the transfer of shares (resulting from the share buyback as
approved in the Extraordinary General Meeting of Shareholders of the Company on
25 May 2023), amounting to 23,880,200 (twenty-three million eight hundred eighty
thousand two hundred) shares.
2. Granted authority to the Board of Directors to carry out the necessary steps related
to the transfer of shares, including taking all necessary actions for and in connection
with the MESOP program, including but not limited to determining the criteria and
implementation of participant selection, terms and conditions of participation, and
other matters required for the implementation of the MESOP program.
Seventh Meeting Agenda:
” Approval of the Amendment to Article 12 of the Company's Articles of Association.”
Number of questioners: None.
Questions asked: None.
The voting result:
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Against Abstain In Favor
Shares % Shares % Shares %
0 0 15,257,200 0.13 11,772,339,763 99.87
Therefore, the Meeting, by a majority vote, of 11,787,596,963 shares (100%) resolved:
1. Approved the addition and/or amendment of Article 12, Paragraphs 4 and 5 of the
Company's Articles of Association
2. Agreed to compile and restate all provisions in the Articles of Association in connection
with the addition and/or amendment of Article 12 paragraphs 4 and 5 of the Company's
Articles of Association.
3. Granted power and authority to the Board of Directors of the Company with the right of
substitution to take all necessary actions related to the decisions of this Meeting's agenda,
including drafting and restating all provisions in the Articles of Association in a Notarial
Deed and submitting them to the authorized institutions to obtain approval and/or
acknowledgment of receipt of the notification of changes to the Articles of Association, to
do everything deemed necessary and useful for such purposes without any exceptions,
including making additions and/or changes to the amendments to the Articles of
Association as required by the authorized institutions.
This summary of minutes of Meeting is prepared to fulfill the provisions set out in Article 51 and Article 52
verse (1) of the POJK 15/2020, as well as to fulfill the provisions to Financial Services Authority Regulation
No.31/POJK.04/2015 regarding Disclosure of Material Information or Facts by the Company or Public
Company related to the changes of members of the Board of Directors and/or Board of Commissioners.
Tangerang, 30 May 2024
Board of Directors
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Names mentioned 18 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×4
unresolved
person
Sriwi Bawana Nawaksari
· Notaris
p.2 ×2
unresolved
org
Mawar & Rekan
p.2
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