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20240515_HEAL_Ringkasan Risalah//Risalah RUPS_31639672_lamp2.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 : Monday, 13 May 2024
Venue : Hermina Tower Grand Ballroom Mendulang, Level 26,
Jalan Selangit B-10, Kavling nomor 4, Kemayoran,
Jakarta 10610 - Indonesia
Time : 10.29 – 11.25 (Jakarta Time)
Agendas:
1. Approval and ratification of the Company's Annual Report for the 2023 financial year including the
Company's Activity Report, the Supervisory Report of the Board of Commissioners and the 2023
Financial Report, as well as the granting of full settlement and discharge of responsibilities (acquite
et de charge) to the Board of Directors and the Board of Commissioners of the Company for their
actions, their management and supervision in the 2023 financial year;
2. Determination of the use of the Company's net profit for the 2023 financial year;
3. Appointment of a Public Accountant to audit the Company's Financial Statements for fiscal year 2024,
and granting authority to determine the honorarium of the public accountant and other requirements;
and
4. 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:
President Commissioner : Mr. PAULUS KUSUMA GUNAWAN;
Vice President Commissioner : Mr. HUSEN SUTAKARIA;
Commissioner : Mrs. MEIJANI WIBOWO;
Commissioner : Mr. DARWIN CYRIL NOERHADI;
Independent Commissioner : Mr. ALEXANDER STEVEN RUSLI;
Independent Commissioner : Mr. HERIDADI;
Independent Commissioner : Mr. Amit Varma
Chairman of the Meeting
The Meeting was chaired by Mr. Husen Sutakaria as the Vice President Commissioner of the Company.
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Attendance of the Shareholders
The Meeting was attended by shareholders and their proxies representing 12,531,820,517 shares or 84.75% of
the 14,786,376,435 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.
- The first agenda : 1 people raised questions
- The second, third, and fourth agendas : no one 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 : 172,692,424 votes.
- Number of disagree votes disagree : - votes.
- Number of agree votes : 12,359,128,093 votes.
- So that the total votes agree : 12,531,820,517 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 : 172,692,424 votes.
- Number of disagree votes : 1,368,400 votes.
- Number of agree votes : 12,357,759,693 votes.
- So that the total votes agree : 12,530,452,117 votes, or equal to 99,989%, or more than 1/2
of the total number of votes legally issued at the Meeting.
Agenda 3:
- Number of blank/abstain votes : 173,438,624 votes.
- Number of disagree votes : 447,564,012 votes.
- Number of agree votes : 11,910,817,881 votes.
- So that the total votes agree : 12,084,256,505 votes, or equal to 96,429%, or more than 1/2
of the total number of votes legally issued at the Meeting.
Agenda 4:
- Number of blank/abstain votes : 172,693,424 votes.
- Number of disagree votes : 431,762,612 votes.
- Number of agree votes : 11,927,364,481 votes.
- So that the total votes agree : 12,100,057,905 votes, or equal to 96,555%, or more than 1/2
of the total number of votes legally issued at the Meeting.
Meeting Resolutions:
Decision of Agenda 1:
Approve and ratify the Company's Annual Report for the 2023 financial year, including the Company’s
Activity Report, the Board of Commissioners' Supervisory Duties Report and the Financial Report for the
2023 financial year, as well as provide full repayment and release of responsibility (acquit et de charge)
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to the Company's Directors and Board of Commissioners for their actions management and supervision
that they carry out in the 2023 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 2023
financial year as follows:
i. Amounting to IDR 130,610,575,000.00 (one hundred thirty billion six hundred ten million five
hundred seventy-five thousand rupiah) or 30% (thirty percent) of the net profit attributable to
the owners of the parent entity for the 2023 financial year, distributed as cash dividends to the
Company's shareholders so that each share will receive a cash dividend of IDR 8.5 (eight-
point five rupiah), considering applicable tax and capital market regulations.
ii. amounting to IDR 13,920,000,000.00 (thirteen billion nine hundred and twenty million rupiah)
allocated and recorded as Reserve Fund.
iii. the remainder is recorded as 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 2024 financial year, and give authority to the Board of
Commissioners Meeting to determine the allocation, and 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) Determine the honorarium and/or other allowances for members of the Company's Board of
Commissioners for the 2024 financial year, with an increase not exceeding 8% (eight percent)
from the 2023 financial year, and give authority to the Board of Commissioners Meeting to
determine the allocation, considering recommendations from the Committee Remuneration,
Nomination and Governance.
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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