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20240508_SILO_Pemanggilan RUPS_31636812_lamp5.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.
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:
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Article Verse Topic SILO Articles of Association Amendment Plan for
Currently Articles of Association
12 4 DUTIES (a) The Board of Directors is entitled The Board of Directors establishes
AND to represent the Company inside and the organization structure and
AUTHO outside the Court on all matters and in operational procedures of the
RITIES all events, to bind the Company with Company, as well as in order to
OF THE third parties and vice versa, and to support the effectiveness of
BOARD carry out all actions, both concerning carrying out its duties and
OF management and ownership, with the responsibilities as referred to in
DIRECT limitations set forth in paragraphs 5, paragraph 3 of this Article, the
ORS 6, 7, and 8 of this Article, while taking Board of Directors may form
into account the laws and regulations committees and is obligated to
applicable in the field of the Capital evaluate the performance of the
Market in Indonesia. committees at the end of each
fiscal year.
(b) The Board of Directors establishes
the organizational structure and (Note: previously Article 4 (b))
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 Directors The Board of Directors has the
are as follows: right to represent the Company
a. Borrowing or lending money on inside and outside the court in all
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 of and carry out all actions, both in
daily business activities; management and ownership
b. Purchasing or otherwise matters, but with limitations to:
acquiring rights to fixed assets; a. Borrowing or lending money
c. Selling or otherwise disposing of on behalf of the Company
rights to fixed assets (except in (excluding withdrawing
the course of conducting its Company funds from the
business activities) and Bank) except for the purpose
encumbering the assets of the of daily business activities,
Company, for an amount or which are categorized as
value of assets that does not material transactions based
exceed the provisions regulated on regulations in the capital
by the prevailing laws and market field;
regulations in Indonesia; b. Purchasing or otherwise
d. Binding the Company as a acquiring rights to fixed
guarantor, for an amount or assets;
value of guarantee that does not c. Selling or otherwise disposing
exceed the provisions regulated of rights to fixed assets
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by the prevailing laws and (except in the course of its
regulations in Indonesia; business activities) and
must obtain approval from the Board encumbering the Company's
of Commissioners, considering the assets, for an amount or value
provisions of laws and regulations of assets that do not exceed
applicable in the Capital Market the provisions regulated by
sector. prevailing laws and
regulations in Indonesia;
d. Binding the Company as a
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
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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