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20240424_KLBF_Pemanggilan RUPS_31629222_lamp2.pdf
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PT KALBE FARMA TBK
("Company")
INVITATION TO
ANNUAL GENERAL MEETING OF SHAREHOLDERS AND
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
The Board of Directors of the Company hereby invites the shareholders of the Company to
attend the Annual General Meeting of Shareholders ("AGMS") and the Extraordinary General
Meeting of Shareholders (“EGMS”), here in after referred to as the ("Meeting"), to be held
on:
Day, Date : Thursday, May 16, 2024
Place : Auditorium Room, Floor 4
Kalbe Business Innovation Center
Jalan Pulogadung No.23, Kav. No. II G.5. KIP
Jatinegara, Cakung, Jakarta Timur
Time : 10.00 Western Indonesian Time
The Meeting will discuss the following Agendas:
AGMS
1. Approval of the Annual Report of the Company for the year ended
December 31, 2023, including the Activity Report of the Company, the Report of the
Supervisory Role of the Board of Commissioners, approval and ratification of the
Company’s Audited Financial Statements for the year ended December 31, 2023 and
to grant a release and discharge from their responsibilities to all members of the Board
of Commissioners and Board of Directors for their management and supervision
actions during the financial year ended December 31, 2023 (acquit et de charge);
2. Approval on the appropriation of the Company’s Net Profits for the financial year
ended December 31, 2023;
3. Changes in the Composition of the Company’s Management;
4. Determination of salary and/or honorarium of the members of the Board of
Commissioners and the Board of Directors and to authorize the Board of
Commissioners to determine the salary and/or honorarium of the members of the
Board of Directors, taking into account the recommendation of the Company’s
Nomination and Remuneration Committee;
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5. Appointment of a Registered Public Accountant Firm (including a Registered Public
Accountant who is member of a Registered Public Accountant Firm) to audit/examine
the Company’s books for the financial year ended
December 31, 2024
Explanation on AGMS agendas:
1. The 1st, 2nd, and 4th Agenda is the routine agenda held at the Company's Annual
General Meeting of Shareholders. This is in accordance with the provisions in the
Company's Articles of Association ("Articles of Association"), Law No. 40 of 2007
concerning Limited Liability Companies ("Company Law"), and related regulations
issued by the Financial Services Authority ("OJK");
2. The 3rd agenda item is the implementation in accordance with the provisions of the
Company's Articles of Association that changes or changes to Management are
determined at the General Meeting of Shareholders.
3. The 5th agenda item is based on Article 19 paragraph 2 letters c of the Company's
Articles of Association, the appointment of a Registered Public Accountant Firm or the
power of attorney to appoint a Registered Public Accountant Firm is the authority of
the General Meeting of Shareholders. In this regard, in order for the Company to get
the best choice of public accountant in terms of quality, terms and competitive price
for the Company, it will be proposed to the Meeting to give authority and power to
the Board of Commissioners to appoint a Registered Public Accountant Firm (including
Public Accountant who is member of the Registered Public Accountant Firm) who will
audit or examine the book and record of the Company for the financial year ending on
31 December 2024 include, among other things, replacing or dismissing the appointed
Public Accountant.
EGMS
Approval for the buyback of shares issued by the Company in accordance with Indonesia
Financial Services Authority Regulation Number No. 29 Year 2023 on Buyback of Shares Issued
by Public Companies.
Explanation on EGMS agenda:
This agenda item is held based on Article 2 paragraph (1) dan (3) with Indonesia Financial
Services Authority Regulation Number No. 29 Year 2023 on Buyback of Shares Issued by Public
Companies, that in conducting the share buyback, the Company must first obtain approval
from the General Meeting of Shareholders.
The Company has submitted the details regarding such shares buyback in the Information
Disclosure of PT Kalbe Farma Tbk’s Shares Buyback Plan in accordance with OJK Regulation
No. 29 Year 2023 which has been submitted to OJK and has also been announced on the IDX
website and the Company’s website on April 05, 2024.
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Notes:
1. Pursuant to Article 21 paragraph (4) of the Company's Articles of Associations, the
Company will not send separate invitations to individual shareholders of the
Company, and this announcement shall be deemed as official invitation to the
Meeting.
2. Persons who are eligible to attend or be represented in the Meeting are the
Company’s Shareholders whose shares are in KSEI’s collective custody (scriptless) or
Shareholders whose shares are not in Kustodian Sentral Efek Indonesia (“KSEI”)’s
collective custody (script) whose names are registered in the Register of Shareholders
of the Company on April 23, 2023 until 04:00 PM (recording date).
3. The Company's Meeting will be held electronically using the KSEI Electronic General
Meeting System Application (“eASY.KSEI Application”) provided by KSEI, in accordance
with the provisions of Indonesia Financial Services Authority Regulation Number
16/POJK.04/2020 regarding the Implementation of the Electronic General Meeting of
Shareholders of Public Companies and Article 18 paragraph (2) of the Company's AoA.
Thus, the Shareholders’ participation in the Meeting can be done by choosing one of
the following mechanisms:
a. Attend the Meeting electronically through the eASY.KSEI Application; or
b. Attend the meeting physically.
4. In accordance with Indonesia Financial Services Authority Regulation Number
15/POJK.04/2020 regarding the Planning and Organization of General Meeting of
Shareholders by Public Listed Companies (“POJK 15/2020”), Indonesia Financial
Services Authority Regulation Number 16/POJK.04/2020 regarding the
Implementation of the Electronic General Meeting of Shareholders of Public
Companies (“POJK 16/2020”) and Regulation of KSEI Number XI-B regarding the
Procedure for the Convening of Electronic General Meeting of Shareholders
Supplemented by the Casting of Votes through Electronic General Meeting System of
KSEI (“eASY.KSEI”), the Company suggests the Shareholders to participate in the
Meeting with the following mechanism:
a. Attend and vote at the Meeting electronically through the eASY.KSEI Application;
b. Provide Power of Attorney with below mechanism:
• Local Individual Shareholders who are entitled to attend the Meeting whose
shares are in KSEI’s collective custody, may provide electronic Power of Attorney
(“e-Proxy”) to the Securities Administration Bureau PT Adimitra Jasa Korpora
(“BAE”), through the Electronic General Meeting System KSEI (eASY.KSEI) facility,
using the link https://akses.ksei.co.id at the latest 1 (one) working day before the
Meeting is held May 15, 2024 at 12.00 PM. Guidelines for registration, usage, and
further explanation in regards to eASY.KSEI may be accessed in eASY.KSEI
Application.
• Shareholders who are entitled to attend the Meeting whose shares are not in
KSEI’s collective custody may provide the Power of Attorney to the BAE, with due
observance to the following provisions:
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➢ Form of Power of Attorney can be downloaded in the Company’s website using
the link https://www.kalbe.co.id/id/investor-id/informasi-investor and the
original stamped Power of Attorney must be received by the Company through
BAE, addressed at PT Adimitra Jasa Korpora, Rukan Kirana Boutique Office, Jl.
Kirana Avenue III Blok F3 No. 5 Jakarta 14250 Ph: +6221 29745222, Fax: +6221
29289961, Email : opr@adimitra-jk.co.id, and the scanned copy of the Power
of Attorney must be received by electronic mail:
corporate.secretary@kalbecorp.com, at the latest 1 (one) working day before
the Meeting is held: May 15, 2024 at 12.00 PM, attached with a copy of KTP or
for Shareholders in the form of a legal entity accompanied by proof of
authority to represent a legal entity.
➢ For Shareholders who are residing overseas, the Power of Attorney shall be
made by the local Notary and legalized by the Embassy of the Republic of
Indonesia in the local area where the Shareholders reside.
5. For Shareholders who choose to attend the Meeting electronically through the
eASY.KSEI Application as referred to in number 3.a and 4.a, the following provisions
will be applied:
a. Shareholders can confirm their electronic attendance and cast their vote through
the eASY.KSEI Application from the date of the Meeting’s Invitation May 15, 2024
at 12.00 PM ("Deadline of Attendance Declaration").
b. The registration process for electronic attendance in the Meeting is as follows:
• Local Individual Shareholders who have not yet provided a declaration of the
attendance or provided an e-Proxy until the Deadline of Attendance Declaration;
• Local Individual Shareholders who have provided a declaration of attendance but
have not yet input their choice of vote for the Meeting agenda in the eASY.KSEI
Application until the Deadline of Attendance Declaration;
• Shareholders who have given the power of attorney to the Independent
Representative provided by the Company or to Individual Representative, but
have not yet input their choice of vote for the Meeting agenda until the Deadline
of Attendance Declaration;
• Participants/Intermediaries (Custodian Banks or Securities Companies) who have
received power of attorney and choice of vote for the Meeting agenda from the
Shareholders;
are mandatory to register the attendance in the eASY.KSEI Application on the date
of the Meeting, May 16, 2024 until the closing of the electronic registration of the
Meeting by the Company.
c. In the event that the Shareholders and/or their authorized Proxies fail to carry out
or are late in conducting the electronic registration process as referred to in
number 5, they will be considered not present in the Meeting and will not be
counted as a quorum for the attendance of the Meeting.
6. For Shareholders or their proxies who choose to physically attend the Meeting as
referred to in number 3.b, the following provisions will be applied:
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a. Shareholders or their proxies who will attend the Meeting is required to bring and
submit their copy of valid ID card or other identification document to the
registration officer before entering the Meeting Room.
Shareholders in form of Legal Entity must submit their legal documentations, among
others:
• Copy of the latest Article of Associations followed with the copy of prove of
approval/report receipt from/to the Ministry of Law and Human Rights of the
changes of the latest Article of Associations;
• Copy of the Deeds of the Appointment of Board of Directors and Board of
Commissioners or the latest management;
• Copy of ID card from the Attorney/Principal of the Power of Attorney (when
authorized).
7. Shareholders or their proxies who have been registered in the eASY.KSEI Application
can view the ongoing Meeting via Webinar Zoom through link https://akses.ksei.co.id
by accessing eASY.KSEI menu in “Tayangan RUPS” submenu, with the following
provisions:
a. Shareholders or their proxies have been registered in the eASY.KSEI Application at
the latest by May 15, 2024 at 12:00 PM;
b. Tayangan RUPS has the maximum capacity of 500 participants, so that the
attendance of each participant will be determined based on the first come first
served method;
c. Shareholders or their proxies who have been registered in the eASY.KSEI
Application but do not have the opportunity to view the ongoing Meeting via
Webinar Zoom Tayangan RUPS are considered valid to be present electronically
and their share ownership and voting choices will be counted as a quorum for the
attendance of the Meeting;
d. Shareholders or their proxies who have not been registered in the eASY.KSEI
Application but can view the ongoing Meeting via Webinar Zoom Tayangan RUPS
are considered non-valid to be present electronically and their share ownership and
voting choices will not be counted as a quorum for the attendance of the Meeting;
e. Shareholders or their proxies are advised to use Mozilla Firefox browser to get the
best performance and appearance in using the eASY.KSEI Application and/or
Tayangan RUPS, in accordance with the recommendations from KSEI.
8. Meeting materials are available from the date of the Meeting’s Invitation until the
date of the Meeting and can be downloaded in the Company's website
www.kalbe.co.id. The Company does not provide the hardcopy of Meeting’s materials
to the Shareholders at the time of the Meeting.
9. Any questions related to the Meeting’s Agenda can be submitted through electronic
mail corporate.secretary@kalbecorp.com or conveyed in the Meeting in accordance
with the Meeting’s Code of Conduct.
10. Any changes and/or additional Meeting materials or information related to the
Meeting in accordance with current condition and development which has not been
conveyed in this Invitation, will be announced in the Company’s website
www.kalbe.co.id.
11. To facilitate the arrangement and for the smooth conduct of the Meeting, the
Shareholders or the Attorney are welcome to be at the venue 60 (sixty) minutes before
the Meeting begins.
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Jakarta, April 24, 2024 Board of Directors of the Company
Names mentioned 6 people and organisations named in the text · linked when the evidence is strong
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Financial Services Authority
p.2 ×6
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PT Kalbe Farma Tbk’s Shares Buyback Plan
p.2
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Sentral Efek Indonesia
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PT Adimitra Jasa Korpora
p.3 ×2
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Ministry of Law and Human Rights
p.5
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