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20240508_SILO_Pemanggilan RUPS_31637372_lamp1.pdf

RUPS notice Text extracted SILO

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Page 1
                            EXPLANATION OF THE AGENDA
                     ANNUAL GENERAL MEETING OF SHAREHOLDERS
                      PT SILOAM INTERNATIONAL HOSPITALS TBK


In connection with the plan for the Annual General Meeting of Shareholders PT Siloam International
Hospitals Tbk (the “Company”) the event scheduled for Thursday, 30 May 2024 ("Meeting"), the
Company hereby provides an explanation regarding the agenda of the Company's Meeting to
supplement the information previously conveyed by the Company to the shareholders.

 Agenda        :      1. Approval of the Company's Annual Report, including the Supervisory
                         Board's Oversight Report and Approval of the Company's Financial
                         Statements for the Fiscal Year ended December 31, 2023.
                      2. Determination of the Utilization of the Company's Profits for the Fiscal Year
                         ended December 31, 2023.
                      3. Appointment of Public Accountant Office and/or Public Accountant to audit
                         the Company's Financial Statements for the Fiscal Year ended December 31,
                         2024, including the audit of other Financial Statements required by the
                         Company.
                      4. Changes in the Composition of the Company's Board of Directors and/or
                         Board of Commissioners.
                      5. Determination of Remuneration for Members of the Board of
                         Commissioners and Members of the Company's Board of Directors for the
                         Year 2024.
                      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.
                      7. Approval of Amendments to Article 12 of the Company's Articles of
                         Association.


Explanation of the Agenda:

1.   The first to the third agenda items are regularly held in the Meeting. This is in accordance with
     the provisions in the Company's Articles of Association and Law No. 40 of 2007 concerning
     Limited Liability Companies.

2.   The fourth and fifth agenda is to obtain the approval of the Meeting regarding the
     determination of the composition and remuneration of the Board of Commissioners and/or the
     Board of Directors in regard to the Article of Association of the Company and the Financial
     Services Authority (FSA) regulation No.33/POJK.04/2014 concerning the Board of Directors and
     the Board of Commissioners of Issuers or Public Companies.

     Here is the proposed candidate for the Board of Commissioners to be approved by the
     shareholders of the Company:
Page 2
                              Name           : Rosan Perkasa Roeslani
                              Profile        : A citizen of Indonesia, currently 56 years old.

                               He obtained a Bachelor's degree from the Faculty of Finance at
                               Oklahoma State University, USA in 1992 and a Master of Business
                               Administration with a major in International Business Management
                               from the European University, Antwerp, Belgium. He began his career
                               as an Assistant Lecturer while pursuing his undergraduate education
                               and continued his professional career as a Financial Advisor at the
                               Indonesian Batik Cooperative Union (GKBI) (1997 – 2002). Through his
      experience and expertise in finance and management, he developed his abilities and leadership
      by serving as President Commissioner at Recapital Advisors (1996 – present), at Bank BTPN (2005
      – 2007), at PT Visi Media Asia Tbk (2017 – 2021), and at PT Selaras Indah Sejati (since 2007 –
      present). He also served as an Investment Committee member at Fortman Cline Asia (2003 –
      2007), Commissioner at Saratoga Investama Sedaya (2004 – 2013), Chairman of the Indonesian
      Chamber of Commerce (2015 – 2020), and Vice President Commissioner at PT Pertamina (2023)
      before becoming the Indonesian Ambassador to the USA.

3.    The agenda item six is to obtain approval from the Meeting while taking into account the
      provisions of POJK No. 29 of 2023 regarding the Repurchase of Shares Issued by Public
      Companies and the Decision of the Extraordinary General Meeting of Shareholders of the
      Company dated May 25, 2023; The Company will propose to the Meeting to authorize the Board
      of Directors to sell shares resulting from the repurchase related to the MESOP program.

4.    The seventh agenda item to obtain the Meeting's approval regarding the Company's intention
      to make adjustments to the Company's Articles of Association Article 12 paragraph 4 and
      paragraph 5 is as follows:

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

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Published13 May 2024
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Names mentioned 13 people and organisations named in the text · linked when the evidence is strong

linked org Visi Media Asia Tbk p.2 ×2
possible org Rosan Perkasa p.2
possible org Saratoga Investama Sedaya p.2
possible org PT Pertamina p.2
unresolved org Financial Services Authority p.1
unresolved — Profile p.2
unresolved org PT Selaras Indah Sejati p.2
unresolved — vice versa, and to carry out p.2
unresolved — with the limitations set forth in p.2
unresolved person paragraphs 5, 6, 7, and 8 of this p.2
unresolved — Article, while taking into p.2
unresolved org field of the Capital Market in p.2

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