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20240520_KLBF_Keterbukaan Informasi terkait Aksi Korporasi_31641211_lamp2.pdf
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PT KALBE FARMA TBK
("the Company")
ANNOUNCEMENT OF
SUMMARY OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AND
THE SCHEDULE AND PROCEDURES OF CASH DIVIDEND DISTRIBUTION
The Board of Directors of the Company hereby announces the Annual General Meeting of
Shareholders (“AGMS”) and the Extraordinary General Meeting of Shareholders (“EGMS”).
In compliance with the OJK Regulation No. 15/POJK.04/2020 on the Planning and Holding
of the General Meetings of Shareholders of Public Companies, hereby we deliver the
summary of AGMS and EGMS as follows:
1. AGMS :
A. Place, date, and time of the AGMS:
Day / date : Thursday, May 16, 2024
Location : Ruang Auditorium Lt. 4
Kalbe Business Innovation Center
Jalan Pulogadung No. 23, Kav. No. II G.5, KIP
Kel. Jatinegara, Kec. Cakung, Jakarta Timur
Time : 10.21 - 11.25 Western Indonesian Time
B. The AGMS Agenda:
1. Approval of the Annual Report of the Company for the year ended
December 31, 2023, including the Activity Report of the Company, the
Report of the Supervisory Role of the Board of Commissioners, approval
and ratification of the Company’s Audited Financial Statements for the year
ended December 31, 2023, and to grant a release and discharge from their
responsibilities to all members of the Board of Commissioners and Board
of Directors for their management and supervision actions during the
financial year ended December 31, 2023 (acquit et de charge);
2. Approval on the appropriation of the Company’s Net Profits for the financial
year ended December 31, 2023;
3. Changes in the Composition of the Company’s Management;
4. Determination of salary and/or honorarium of the members of the Board of
Commissioners and the Board of Directors and to authorize the Board of
Commissioners to determine the salary and/or honorarium of the members
of the Board of Directors;
5. Appointment of a Registered Public Accountant Firm (including a
Registered Public Accountant who is a member of a Registered Public
Accountant Firm) to audit/examine the Company’s books for the financial
year ended December 31, 2024.
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C. AGMS was led by Bernadette Ruth Irawati Setiady as President
Commissioner and attended by members of the Board of Commissioner and
Board of Directors as follows:
Commissioner : BUDI DHARMA WREKSOATMODJO
Independent Commissioner : LILIS HALIM
Independent Commissioner : RHENALD KASALI
President Director : VIDJONGTIUS
Director : BERNADUS KARMIN WINATA
Director : SIE DJOHAN
Director : MULIALIE
Director : JOS IWAN ATMADJAJA
Director : KARTIKA SETIABUDY
D. The number of shares in the Company with valid voting rights presented at
the AGMS was 41,607,672,880 shares or equal to 89.95% of 46,255,641,410
of the total shares in the Company with valid voting rights.
E. The Shareholders and the authorized Shareholders were given the
opportunity to raise questions and/or opinions to each of the AGMS agendas,
but there were no Shareholders and their proxies asked questions and/or
opinions.
F. The mechanism of resolution-making in the AGMS is as follows:
The decision-making of all the agendas is carried out based on mutual
consensus, in terms of deliberation consensus is not sufficient, decision-
making would be done by voting.
G. The results of the AGMS are as follows:
First Agenda
Against Abstain In Favor Votes Total in Favor Votes (%)
Votes Votes
53,826,583 435,406,149 41,118,440,148 41,553,846,297 99.87
* Total in Favor Votes is in Favor Votes added with Abstain Votes (In accordance
with the provisions of Article 23 paragraph (7) of the Articles of Association,
Abstain Votes is considered equal to a majority vote of shareholders that give
votes)
Approve and ratify the Annual Report of the Company for the year ended
December 31, 2023, including the Activity Report of the Company, the Report of
the Supervisory Role of the Board of Commissioners, the Company’s
Consolidated Financial Statements for the year ended December 31, 2023, and
to grant a release and discharge from their responsibilities to all members of the
Board of Commissioners and Board of Directors for their management a nd
supervision actions during the financial year ended December 31, 2023 (acquit et
de charge).
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Second Agenda
Against Votes Abstain Votes In Favor Votes Total in Favor (%)
Votes
0 313,446,412 41,294,226,468 41,607,672,880 100.00
* Total in Favor Votes is In Favor Votes added with Abstain Votes (In accordance
with the provisions of Article 23 paragraph (7) of the Articles of Association,
Abstain Votes is considered equal to a majority vote of shareholders that give
votes)
a. Approved the use of the Company’s net profits in the current year attributable to the
Owners of the Parent Entity for the fiscal year 2023, amounting to, as follows:
i. Rp31 (thirty-one Rupiah) per share as cash dividends which will be distributed to
shareholders listed in the shareholder register in accordance with the applicable
scheduling provisions, taking into account the applicable tax regulations;
ii. In the amount of Rp27,667,480,400 (twenty-seven billion six hundred sixty-seven
million four hundred eighty thousand four hundred Rupiah), set aside as a Reserve
Fund;
iii. The remainder is recorded as the Company's retained earnings.
b. Delegated authority to the Board of Directors of the Company to perform all
and any necessary actions in connection with the distribution of cash
dividend, including but not limited to determining the time, date and method of
payment of the cash dividend.
Third Agenda
Against Abstain In Favor Votes Total in Favor (%)
Votes Votes Votes
8.142.173.614 360.388.431 33.105.110.835 33.465.499.266 80,43
* Total in Favor Votes is in Favor Votes added with Abstain Votes (In accordance
with the provisions of Article 23 paragraph (7) of the Articles of Association,
Abstain Votes is considered equal to a majority vote of shareholders that give
votes)
a. Accepting the resignation of Vidjongtius from his position as President
Director, Bernadus Karmin Winata from his position as Director, Bernadet te
Ruth Irawati Setiady from her position as President Commissioner, and Budi
Dharma Wreksoatmodjo from his position as Commissioner, with gratitude for
their services and performance in the Company.
b. Granting a release and discharge of liability (acquit et de charge) to members
of the Board of Commissioners and Board Directors of the Company who shall
have end of tenure soon after the Meeting closed for their respective
management and supervisory actions during their tenure, as long as that
action is reflected in Company’s books or notes.
c. Appointing members of the Board of Directors and Board of Commissioners of
the Company for the term of office until the closing of the Company's Annual
General Meeting of Shareholders to be held in 2026, with the compositio n as
follows:
Directors:
President Director : BERNADETTE RUTH IRAWATI SETIADY;
Director : SIE DJOHAN;
Director : MULIALIE;
Director : JOS IWAN ATMADJAJA;
Director : KARTIKA SETIABUDY;
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Board of Commissioners:
President Commissioner : VIDJONGTIUS
Commissioner : SANTOSO OEN
Commissioner : RONNY HADIANA
Commissioner : FERDINAND ARYANTO
Independent Commissioner : LILIS HALIM
Independent Commissioner : RHENALD KASALI
d. Granted authority with substitution rights to the Board of Dire ctors of the
Company to perform all actions, in relation to the changes in the composition
of the Board of Directors and Board of Commissioners including but not
limited to make or request to be made and to sign all deeds made before the
Notary, and notify the authorities and do all and any necessary action related
to the decisions in accordance with prevailing regulations .
Fourth Agenda
Against Votes Abstain Votes In Favor Total in Favor (%)
Votes Votes
2,364,928,801 380,027,331 38,862,716,748 39,242,744,079 94.32%
* Total in Favor Votes is In Favor Votes added with Abstain Votes (In accordance
with the provisions of Article 23 paragraph (7) of the Articles of Association,
Abstain Votes is considered equal to a majority vote of shareholders that giv e
votes)
a. To determine and to approve the salary and/or honorarium of members of the
Board of Commissioners for the year 2024, a maximum amount not exceeding
0.1% (zero point one percent) of the Company’s net sales of the year 2023,
and authorizing the Board of Commissioners to determine its allocation, by
considering the input/recommendations from the Nomination and
Remuneration Committee,
b. To authorize the Board of Commissioners to determine the salary and/or
honorarium of the members of the Board of Dir ectors, by considering the
recommendation from the Nomination and Remuneration Committee.
Fifth Agenda
Against Abstain Votes In Favor Total in Favor (%)
Votes Votes Votes
1,601,871,250 316,007,612 39,689,794,018 40,005,801,630 96.15
* Total in Favor Votes is In Favor Votes added with Abstain Votes (In accordance
with the provisions of Article 23 paragraph (7) of the Articles of Association,
Abstain Votes is considered equal to a majority vote of shareholders that give
votes)
a. Appointing the Public Accounting Firm Purwantono, Sungkoro & Surja to
audit/examine the Company's books and records for the financial year ending
on December 31, 2024.
b. Granting authority and power to the Board of Commissioners to appoint a
replacement Public Accountant or dism iss the appointed Public Accountant, if
for any reason based on the provision of the Capital Market in Indonesia, the
appointed Public Accountant is unable to carry out or complete his duties .
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c. Granting authority and power to the Board of Directors with the approval of
the Board of Commissioners to determine the honorarium of the Public
Accountant and the terms of its appointment.
2. EGMS :
A. Place, date, and time of the EGMS:
Day / date : Thursday, May 16, 2024
Location : Ruang Auditorium Lt. 4 Kalbe Business Innovation
Center Jalan Pulogadung No. 23, Kav. No. II G.5,
KIP Kel. Jatinegara, Kec. Cakung, Jakarta Timur
Time : 11.38 - 11.49 Western Indonesian Time
B. The EGMS Agenda:
Approval of the plan to buyback shares issued by the Company in accordance
with OJK Regulation Number 29 of 2023 concerning the Buyback of Shares
Issued by Public Companies.
C. EGMS was led by Vidjongtius as President Commissioner and attended
by members of the Board of Commissioner and Board of Directors as
follows:
Independent Commissioner : LILIS HALIM
Independent Commissioner : RHENALD KASALI
President Director : BERNADETTE RUTH IRAWATI SETIADY
Director : SIE DJOHAN
Director : MULIALIE
Director : JOS IWAN ATMADJAJA
Director : KARTIKA SETIABUDY
D. EGMS was attended by shareholders and shareholder proxies
representing 41,456,690,068 shares, or 89.63% of the 46,255,641,410
shares which constitute all valid voting shares issued by the Company
(after deducting the number of shares that ha ve been repurchased by
the Company).
E. The Shareholders and the authorized Shareholders were given the
opportunity to raise questions and/or opinions to each of the EGMS
agenda, but there were no Shareholders and their proxies ask questions
and/or opinions.
F. The mechanism of resolution making in the EGMS are as follows:
The decision-making of all the agenda are carried based on mutual
consensus, in terms of deliberation for consensus is not sufficient,
decision-making would be done by voting.
G. The results of the EGMS are as follows:
Against Abstain In Favor Votes Total in Favor Votes (%)
Votes Votes
84,110,207 158,535,619 41,214,044,242 41,372,579,861 99.80
* Total in Favor Votes is in Favor Votes added with Abstain Votes (In accordance
with the provisions of Article 23 paragraph (7) of the Articles of Association,
Abstain Votes is considered equal to a majority vote of shareholders that give
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votes)
a. Approve the buyback of shares issued by the Company with an estimated
maximum cost of Rp1,000,000,000,000,- (one trillion Rupiah), in compliance with
the laws and regulations applicable in the Capital Market, as announced in the
Disclosure of Information regarding the Share Buyback Plan of PT Kalbe Farma
Tbk, through the website of the Indonesia Stock Exchange ("IDX"), PT Kustodian
Sentral Efek Indonesia (application "eASY.KSEI"), and the Company's website on
April 05, 2024.
b. Approving and granting authority and power to the Board of Directors of the
Company to take all necessary actions related to this decision in accordance
with the laws and regulations applicable in the Capital Market, including but
not limited to:
i. determining the buyback price of the shares issued by the Company;
ii. executing the transfer of the buyback shares in accordance with the applicable
OJK regulations.
The Board of Directors of the Company hereby also announces the schedule
and procedures of cash dividend distribution as follows:
Schedule of Cash Dividend Payment:
Activity Date
Cum Dividend in Regular and Negotiation Market 28 May 2024
Ex Dividend in Regular and Negotiation Market 29 May 2024
Cum Dividend in Cash Market 30 May 2024
Ex Dividend in Cash Market 31 May 2024
Recording Date of Shareholders Entitled to Dividend 30 May 2024
Dividend Payment 14 June 2024
Procedures of Cash Dividend Payment:
1. This announcement constitutes an official notification from the Company,
and the Company does not issue separate notifications to the
Shareholders.
2. Payment of cash dividends will be made to the Shareholders whose names
are listed in the Share Register of the Company as of May 30, 2024, until
the closing of trading of shares on the Indonesia Stock Exchange on that date,
which is to be referred to as Recording Date of Shareholders Entitled to
Dividend.
3. For those Shareholders whose shares are placed in the collective custo dy
of PT Kustodian Sentral Efek Indonesia (”KSEI”), the payment of dividends
in accordance with the above schedule will be conducted through transfer
through KSEI, and KSEI will subsequently distribute to the accounts of
Securities Companies or Custodian Banks where the Shareholders keep
their accounts.
4. For those Shareholders holding script shares, whereby the shares are not
placed under collective custody of KSEI, and wish to obtain dividend
payment through transfer to their bank accounts, they may do so by
informing the names and addresses of their banks as well as their account
numbers at the latest on May 30, 2024, in writing to:
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Share Registrar (”BAE”)
PT Adimitra Jasa Korpora
Rukan Kirana Boutique Office
Jl, Kirana Avenue III Blok F3 No, 5, Jakarta
Telp : +6221 29745222 Fax : +6221 29289961
5. The cash dividend will be taxed in accordance with the current taxation laws and
regulations, The amount of tax imposed will be borne by the Shareholders concerned
and deducted from the amount of cash dividends that the Shareholders' right
concerned.
6. Based on the prevailing tax laws and regulations, the cash dividend will be exempted
from the tax object if it is received by domestic taxpayer shareholders in the form of
legal entities and the Company does not deduct Income Tax on cash dividend paid,
Cash dividends received by individual resident taxpayer shareholders will be
exempted from tax objects as long as the dividend is invested in the territory of the
Republic of Indonesia, For domestic taxpayers who do not meet the investment
requirements as mentioned above, the dividend received by the person concerned
will be subject to income tax ("PPh") in accordance with the provisions of the
applicable laws, and the income tax must be paid by the domestic taxpayers
concerned accordingly with the provisions of Government Regulation No, 9 of 2021
concerning Tax Treatment to Support Ease of Doing Business.
7. Shareholders may have dividend payment confirmation through a securities company
and/or custodian bank where the shareholders open a securities account, then the
shareholders must be responsible for reporting the dividend receipt referred to in the
tax reporting for the tax year concerned in accordance with the applicable tax laws
and regulations.
8. For those Shareholders considered as Foreign Taxpayers whose tax deduction will
use the rates based on the Double Tax Avoidance Agreement (P3B) must meet the
requirements of the Director General of Taxes Regulation No, PER-25/PJ/2018
concerning Procedures for Implementing Double Tax Avoidance Agreements, and
submitting DGT forms that have been legalized by the Company Entering Exchanges
Tax Office to KSEI or Registrar in accordance with KSEI rules and regulations,
without said documents, the cash dividend paid will be charged Article 26 of Income
Tax by 20%.
9. For those Shareholders considered as Foreign Taxpayers whose shares were
collected in the securities account in KSEI, the proof of dividend tax withholding will
be available at the Securities Company and/or Custodian Bank where the
Shareholders open their securities accounts and for the script Shareholders it will be
available at the Registrar,
Jakarta, May 20, 2024
Board of Directors
PT Kalbe Farma Tbk
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PT Adimitra Jasa Korpora Rukan Kirana Boutique Office
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