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20240508_SILO_Pemanggilan RUPS_31637372_lamp3.pdf
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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
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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))
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(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
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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;
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• 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
Names mentioned 4 people and organisations named in the text · linked when the evidence is strong
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Financial Services Authority
p.1 ×3
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PT Kustodian Sentral Efek Indonesia
p.4
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