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20240508_SILO_Pemanggilan RUPS_31637372_lamp1.pdf
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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:
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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.
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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 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
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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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Financial Services Authority
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PT Selaras Indah Sejati
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with the limitations set forth in
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Article, while taking into
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