Skip to content
Back to announcement

20240508_SILO_Pemanggilan RUPS_31637372_lamp3.pdf

RUPS notice Text extracted SILO

Source file signed link, expires in 15 minutes

This browser can't display the PDF inline. Open it in a new tab.

Extracted text 5

Page 1
                                              INVITATION
                              ANNUAL GENERAL MEETING OF SHAREHOLDERS
                                PT SILOAM INTERNATIONAL HOSPITALS TBK


The Board of Directors of PT Siloam International Hospitals Tbk (the“Company”) hereby invites shareholders of
the Company (“Shareholders”) to attend the Annual General Meeting (“AGMS”), referred as the “Meeting” to be
held on:

        Day/Date         : Thursday, 30 May 2024
        Time             : 09.00 a.m. West Indonesia Time – finish
        Place            : Auditorium Mochtar Riady Institute for Nanotechnology
                           Jl. Jenderal Sudirman No.1688
                           Lippo Karawaci, Tangerang 15811


AGMS agenda and Explanation:

1. 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 2023.
   Explanation:
   Pursuant to the provisions under: (i) Articles 66 and 69 of the Company Law No. 40 of 2007 (the"Company
   Law") as well as (ii) Article 19 paragraph 2 of the Company's Articles of Association (the"Company’s AOA");
   The Company will explain the main points of the Annual Report and Consolidated Financial Statements of
   the Company including the Supervisory Report of the Board of Commissioners for the financial year ending
   on 31 December 2023.

2. Determination of the Utilization of Net Profits of the Company for the Financial Year ended on 31 December
   2023.
   Explanation:
   Pursuant to the provisions of: (i) Articles 70 and 71 of the Company Law and (ii) Article 24 paragraph 1 the
   Company’s AOA, the Company will propose for approval to the Meeting on the appropriation of the
   Company's net income for the financial year ending 31 December 2023.

3. Appointment of Public Accountant and/or Public Accountant Firm to Audit the Company’s Financial
   Statements for the Financial Year ended on 31 Desember 2024 including audit on other Financial
   Statements required by the Company.
   Explanation:
   Pursuant to the provisions of: (i) Article 68 of the Company Law, (ii) Article 13 of the Financial Services
   Authority Regulation ("POJK") No.13/POJK.03/2017 concerning the Use of Public Accountants and Public
   Accountant Firms in Financial Services Activities, and (III) ) Article 19 Paragraph 2.e. the Company’s AOA:
   The Company proposes for approval to the Meeting for granting authority to the Board of Commissioners
   to appoint a Public Accounting and/or Public Accountant Firm registered with the Financial Services
   Authority ("OJK") who have experiences and have a good reputation to audit the Company's Consolidated
   Financial Statements and other requirements regarding the appointment of the said Public Accounting
   Firm and/or Public Accountant.

4. Changes of the Board of Directors and/or Board of Commissioners of the Company.
   Explanation:
   Considering the provisions: (i) Article 94 of the Company Law, (ii) Article 3 of Financial Services Authority
Page 2
   Regulation No. 33/POJK.04/2014 concerning Board of Directors and Board of Commissioners of Issuers or
   Public Companies, the Company will propose to the Meeting regarding: (i) Changes in the Composition of
   the Board of Directors and/or Board of Commissioners of the Company with effective term starting from
   the closing of this Meeting until the closing of the Annual General Meeting of Shareholders held in 2026,
   without prejudice to the GMS's right to dismiss at any time in accordance with Article 105 of the Company
   Law, and (ii) full acquittal and discharge of responsibilities for the management and supervision carried out
   by the Board of Directors and Board of Commissioners during the fiscal year ending on December 31, 2023
   (acquit et de charge), to the extent that such actions are reflected in the annual report and are not criminal
   act.

5. Determination of the Remuneration of the Company’s Members of the Board of Commissioners and Board
   of Directors for the year of 2024.
   Explanation:
   Pursuant to the provisions of Articles 96 and 113 of the Company Law, The Company will propose for
   approval to the Meeting to: (a) determine the amount of salary or honorarium and other allowances for
   the Board of Commissioners and the Board of Directors for the fiscal year 2023, and (b) authorize the
   President Commissioner of the Company to determine the amount of salary or honorarium and other
   allowances for each members of the Company's Board of Commissioners and Board of Directors taking into
   account the recommendations of the Company's Nomination and Remuneration Committee ("NRC").

6. Approval for the transfer of shares (resulting from the repurchase of shares approved by the Extraordinary
   General Meeting of Shareholders of the Company on May 25, 2023) through the implementation of the
   MESOP program and authorization to the Board of Directors to sell shares resulting from the repurchase
   related to the MESOP program.
   Explanation:
   Taking into account the provisions of POJK No. 29 of 2023 regarding the Repurchase of Shares Issued by
   Public Companies and the Extraordinary General Meeting of Shareholders' Decision of the Company dated
   May 25, 2023; the Company will propose to the Meeting to authorize the Board of Directors to sell the
   shares resulting from the repurchase related to the MESOP program.

7. Approval of Amendments to Article 12 of the Company's Articles of Association.
   Explanation:
   The Company intends to make adjustments to Article 12 Clauses 4 and 5 of the Company's Articles of
   Association as follows:
    Article Verse           Topic        SILO Articles of Association            Amendment Plan for
                                                   Currently                    Articles of Association
      12         4       Duties and (a) The Board of Directors is The Board of Directors establishes
                         Authorities entitled to represent the Company the organization structure and
                            of the   inside and outside the Court on all operational procedures of the
                           Board of  matters and in all events, to bind Company, as well as in order to
                          Directors the Company with third parties support the effectiveness of
                                     and vice versa, and to carry out all carrying out its duties and
                                     actions,       both      concerning responsibilities as referred to in
                                     management and ownership, with paragraph 3 of this Article, the
                                     the limitations set forth in Board of Directors may form
                                     paragraphs 5, 6, 7, and 8 of this committees and is obligated to
                                     Article, while taking into account evaluate the performance of the
                                     the     laws     and    regulations committees at the end of each
                                     applicable in the field of the fiscal year.
                                     Capital Market in Indonesia.
                                                                          (Note: previously Article 4 (b))
Page 3
    (b) The Board of Directors
    establishes the organizational
    structure and working procedures
    of the Company, and in order to
    support the effectiveness of the
    implementation of its duties and
    responsibilities as referred to in
    paragraph 3 of this Article, the
    Board of Directors may form
    committees and must evaluate the
    performance of the committees at
    the end of each fiscal year.
5   The actions of the Board of           The Board of Directors has the
    Directors are as follows:             right to represent the Company
     a. Borrowing or lending money        inside and outside the court in all
         on behalf of the Company         matters and events, bind the
         (excluding withdrawing the       Company with third parties and
         Company's money from the         third parties with the Company,
         Bank) except for the purpose     and carry out all actions, both in
         of daily business activities;    management and ownership
     b. Purchasing or otherwise           matters, but with limitations to:
         acquiring rights to fixed         a. Borrowing or lending money
         assets;                               on behalf of the Company
     c. Selling or otherwise disposing         (excluding         withdrawing
         of rights to fixed assets             Company funds from the
         (except in the course of              Bank) except for the purpose
         conducting       its business         of daily business activities,
         activities) and encumbering           which are categorized as
         the assets of the Company,            material transactions based
         for an amount or value of             on regulations in the capital
         assets that does not exceed           market field;
         the provisions regulated by       b. Purchasing or otherwise
         the prevailing laws and               acquiring rights to fixed
         regulations in Indonesia;             assets;
     d. Binding the Company as a           c. Selling or otherwise disposing
         guarantor, for an amount or           of rights to fixed assets
         value of guarantee that does          (except in the course of its
         not exceed the provisions             business      activities)  and
         regulated by the prevailing           encumbering the Company's
         laws and regulations in               assets, for an amount or value
         Indonesia;                            of assets that do not exceed
     must obtain approval from the             the provisions regulated by
     Board       of     Commissioners,         prevailing       laws      and
     considering the provisions of laws        regulations in Indonesia;
     and regulations applicable in the     d. Binding the Company as a
     Capital Market sector.                    guarantor, for an amount or
                                               value of guarantees that do
                                               not exceed the provisions
                                               regulated by prevailing laws
                                               and regulations in Indonesia,
                                               which amount or value is
Page 4
                                                                                      categorized    as   material
                                                                                      transactions    based      on
                                                                                      regulations in the capital
                                                                                      market field;
                                                                                 then the Board of Directors of the
                                                                                 Company must obtain approval
                                                                                 from or have the relevant
                                                                                 documents co-signed by the Board
                                                                                 of Commissioners of the Company,
                                                                                 unless stated otherwise based on
                                                                                 paragraphs 6, 7, and 8 of this
                                                                                 Article, taking into account the
                                                                                 laws and regulations applicable in
                                                                                 the field of capital markets in
                                                                                 Indonesia.

Notes:

1. This Meeting Invitation (the "Invitation") constitutes as an official invitation in accordance to the provisions of
   Article 21 paragraph 4 of the Company's AOA and Article 17 of POJK No. 15/POJK.04/2020 dated 20 April 2020
   (“POJK No. 15/2020”) regarding the Plan and Implementation of the General Meeting of Shareholders of a
   Public Company, therefore it is not necessary to extend a separate invitation to the Shareholders.
2. The Shareholders who are entitled to attend or be represented and vote at the Meeting are Shareholders
   whose names are recorded in the Company's Register of Shareholders (“DPS”) and/or Shareholders whose
   Securities Accounts are registered in the Collective Custody of PT Kustodian Sentral Efek Indonesia ("KSEI")
   on 7 May 2024 at 16:00 Western Indonesian Time.
3. In regard to the Meeting implementation through eASY.KSEI Application as referred to above, therefore
   the participation of Shareholders in the Meeting shall be conducted through the following mechanisms:
    a. attend the Meeting electronically through eASY.KSEI Application;
    b. attend the Meeting physically; or
    c. attend by authorizing the proxy with the Power of Attorney form.
4. The Company strongly suggests the Shareholders to attend the Meeting electronically or authorize the
   electronic proxy (“e-Proxy”) through eASY.KSEI Application as referred to in point 8.a. with due observance to
   the following matters:
    a. Shareholders who can use the eASY.KSEI Application are local individual Shareholders whose shares are
          kept in the collective custody of KSEI;
    b. Shareholders must first register for the KSEI Securities Ownership Reference facility (“AKSes KSEI”). For
          the Shareholders who have not been registered, please register by accessing the AKSes KSEI website;
          (https://akses.ksei.co.id/);
    c. To use the eASY.KSEI Application, the Shareholders can go to the eASY.KSEI menu, and then login in the
          eASY.KSEI submenu found on the AKSes KSEI website.
5. The Company will limit the number of Shareholders or their proxies who can attend the Meeting physically on
   a first in first served basis. Any Shareholders or their proxies who remain attend the Meeting physically, must
   follow the protocol in the Meeting’s venue as set out by the Company as stated in the Meeting’s Rules of
   Conduct, among others, as follows:
   a. Use a face mask according to the standards set by the Government during the Meeting premises;
   b. Bringing Written Confirmation to attend the Company's GMS (KTUR);
   c. In the event that the Shareholders or their proxies do not fulfill the provision as set out in point 5.a. to
        5.b. above and other provision as set out in the Rules of Conduct of the Meeting, therefore the Company
        is entitled to:
        • Prohibit the Shareholder or his/her proxy from attending the Meeting;
Page 5
         • Request the Shareholder or his/her proxy to immediately leave the Meeting room
         • take any other necessary actions in accordance with the health protocol
    d. The Shareholders or his/her proxy that has arrived in the Meeting premises but is prohibited from
         attending and entering the Meeting room for any of the reasons set forth in point 5.c. above or due to
         the limitation of the room capacity, may still exercise his/her rights by granting power to an independent
         party pointed by the Company (the “Independent Party”) by completing and signing the power of
         attorney provided by the Company, so then they may still use their rights to attend and cast vote in the
         Meeting by represented by the Independent Party.
    e. To ease the administration arrangement and Meeting’s orderliness, Shareholder or his/her proxy must
         register their attendance no later than 30 (thirty) minutes before the Meeting. Shareholder or his/her
         proxy who arrive after the registration desk is closed or late/fail to electronically register with any reason,
         deemed as absence or will not be accounted in the attendance quorum.
6. Before entering the Meeting room, the Shareholders or the proxy who will attend the Meeting are requested
    to submit to the registrar:
      a. Photocopy of Identity Card (KTP) or other valid identity card;
      b. Photocopy of articles of association and amendments and deed stating the latest composition of the
          Board of Directors and Board of Commissioners, for Shareholders in the form of legal entity;
      c. Written Confirmation to Attend Meeting (KTUR), for Shareholders in KSEI Collective Custody.
7. All materials of the Meeting, including the agenda explanations, are available in the Company’s website and
    eASY.KSEI Application.
8. The Shareholders of the Company are encouraged to read in advance the Rules of Conduct of the Meeting
    and Agenda Explanations which both available in the Company’s website since the date of this Invitation.
9. Should there any change and/or additional information related to the procedures of the Meeting due to the
    latest conditions and updates that have not been conveyed through this Invitation, it will be further
    announced in the Company’s website.
10. If there is any situation which resulting the Company forced to not conduct the Meeting physically, therefore
    the Company will conduct the Meeting electronically without the attendance of the Shareholders, by
    providing a prior announcement to the Shareholders.

In accordance with good corporate governance practices, the Company has carefully considered the mechanism,
venue and schedule of the Meeting, as such the Shareholders or their Proxies may participate in the Meeting.
Therefore, the Board of Directors strongly suggest to all Shareholders to use their rights properly to cast a vote in
decision-making process for all Meeting’s agenda.


                                               Tangerang, 8 May 2024
                                                 Board of Directors
                                        PT Siloam International Hospitals Tbk

File

File Open PDF
Source IDX
Size0.23 MB
Published13 May 2024
Pages5
Characters18,534
Text sourceEmbedded text layer
OCR confidence—

Names mentioned 4 people and organisations named in the text · linked when the evidence is strong

linked org Lippo Karawaci p.1
unresolved org Financial Services Authority p.1 ×3
unresolved org PT Kustodian Sentral Efek Indonesia p.4

Extraction attempts how the parser did, and what it refused

Nothing structured was extracted from this document — the attempts below say why.

No extraction attempted yet.

↑↓ select ↵ open ⇧↵ see every result