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20240419_HEAL_Pemanggilan RUPS_31627599_lamp1.pdf
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INVITATION
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT MEDIKALOKA HERMINA Tbk (the “Company”)
The Board of Directors of the Company hereby invites the Shareholders of the Company to
attend the Annual General Meeting of Shareholders (the “Meeting”), which will be held on:
Day/Date : Monday, May 13, 2024
Time : 10.00 (Jakarta Time) – finished
Place : Hermina Grand Ballroom, Hermina Tower Level 26th
Jl. Selangit B-10 Kavling No. 4, Kemayoran, Jakarta 10610 - Indonesia
Meeting Agenda:
1. Approval and ratification of the Company's Annual Report for the 2023 financial year
including the Company's Activity Report, the Supervisory Report of the Board of
Commissioners and the 2023 Financial Report, as well as the granting of full settlement
and discharge of responsibilities (acquite et de charge) to the Board of Directors and the
Board of Commissioners of the Company for their actions, their management and
supervision in the 2023 financial year;
2. Determination of the use of the Company's net profit for the 2023 financial year;
3. Report and accountability for the realization of the use of proceeds from the public
offering of Obligasi Berkelanjutan I Medikaloka Hermina Tahap II Tahun 2022;
4. Appointment of a Public Accountant to audit the Company's Financial Statements for
fiscal year 2024, and granting authority to determine the honorarium of the public
accountant and other requirements; and
5. Determination of remuneration for members of the Board of Directors and Board of
Commissioners of the Company.
Explanation of Meeting Agenda:
- Agenda 1, 2, 4, and 5 are the agenda items in the Meeting in accordance with the
Company's Articles of Association and Law Number 40 Year 2007 concerning Limited
Liability Companies.
- Agenda 3 is related to reports and accountability for the realization of the use of
proceeds from the public offering of Obligasi Berkelanjutan I Medikaloka Hermina Tahap
II Tahun 2022, which was conducted in 2023.
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Notes:
1. This invitation announcement is an official invitation and the Board of Directors of the
Company does not send a special invitation to the Shareholders.
2. For shareholders whose shares are placed in the collective custody of PT Kustodian
Sentral Efek Indonesia (“KSEI”), the Company will issue a Written Confirmation for the
Meeting (“KTUR”) which will be distributed through KSEI. Shareholders can take KTUR
at the Securities Company or at the Custodian bank where the shareholders open their
securities accounts. Those who are entitled to attend or be represented by a Power of
Attorney at this Meeting are the Shareholders whose names are registered in the
Register of Shareholders of the Company on April 18, 2024 at 16.00 (Jakarta Time).
3. The meeting will be held using the Electronic General Meeting System application
provided by KSEI (“eASY.KSEI application”). Shareholders can attend electronically or
appoint their proxies and/or express the voting rights through the eASY.KSEI
application. To use the eASY.KSEI application, Shareholders can access the
eASY.KSEI menu at the AKSes.KSEI facility via the link http://akses.ksei.co.id/, with the
following provisions:
a. Shareholders shall inform their attendance or appoint their proxies and/or submit
their voting on the eASY.KSEI application, no later than 12.00 WIB on 1 (one)
business day prior to the date of the Meeting.
Local individual shareholders who have not provided a declaration of presence or
power of attorney in the eASY.KSEI application by that time limit, and wish to
attend the Meeting electronically, are required to register their attendance in the
eASY.KSEI application on the date of the Meeting until the electronic Meeting
registration period is closed by the Company;
b. Shareholders are required to register their attendance electronically via the
eASY.KSEI application on the Meeting date until the electronic Meeting
registration period is closed by the Company, if they have not cast their vote for at
least 1 (one) Meeting agenda item on the eASY.KSEI application, until the
deadline according to letter a above;
c. Shareholders who will attend electronically or provide their proxies electronically to
the Meeting through the eASY.KSEI application, must pay attention to the
following matters:
i. Registration Process;
ii. Process for Submission of Questions and/or Opinions Electronically;
iii. Voting/Voting Process;
iv. GMS streaming.
4. Shareholders who are entitled to attend the Meeting in accordance with number 2
above, who are unable to attend, may provide power of attorney with the following
mechanism:
i. Authorization Mechanism
a. Shareholders whose shares are in the collective custody of KSEI, may provide
power of attorney electronically (“e-Proxy”) to representatives appointed by the
Company's Securities Administration Bureau (PT Datindo Entrycom) in the
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eASY.KSEI application found on the Acuan Kepemilikan Sekuritas / akses KSEI
(akses.ksei.co.id);
- Electronic attendance or electronic authorization/e-Proxy must comply with
the procedures, terms, and conditions stipulated by KSEI.
- For Shareholders who have provided e-Proxy, Shareholders may submit
questions or opinions on the Meeting Agenda via email to
corporate.secretary@herminahospitals.com no later than Monday, 29 May
2024, at 17:00 (Jakarta Time).
b. In addition to the electronic power of attorney/e-Proxy referred to in letter a
above, Shareholders may grant power of attorney outside the mechanism of the
eASY.KSEI application. In connection with this, Shareholders must download
the power of attorney format found on the Company's website
(www.herminahospitals.com), a copy of the power of attorney can be sent to
email DM@datindo.com, and the original power of attorney must be sent along
with its completeness to the Share Registrar office: PT Datindo Entrycom, Jl.
Hayam Wuruk No.28, Jakarta 10120, Indonesia Up. Data Management
Department no later than May 29, 2024. The members of the Board of
Directors, Board of Commissioners and employees of the Company may act as
proxies of the Company's Shareholders at the Meeting, but the votes they cast
as proxies for the shareholders are not counted in the number of votes cast at
the Meeting.
ii. Shareholders or Proxies who physically attend the Meeting are required to comply
with all health procedures, policies and other regulations implemented by the
Company and the management of the building where the Meeting is held.
iii. For health reasons and compliance with health protocols, the Company does not
provide lunch or souvenirs for Shareholders or Proxies who physically attend the
Meeting.
5. Shareholders or their proxies who physically attend the Meeting are asked to bring a
photocopy of their KTP or other form of identification to be submitted to the
registration officer. For Shareholders in the form of legal entities, they are asked to
submit a photocopy of the articles of association and any amendments thereto, letters
of ratification/approval decisions from the competent authorities, and a deed
containing the latest changes to the composition of the management (who are serving
by the time the Meeting was held).
6. Materials for the Meeting agenda can be downloaded through the Company's website
(www.herminahospitals.com) and are available at the Company's office from the date
of the Invitation to the date of the Meeting and can be requested in writing during the
Company's operating hours.
7. For the orderliness of the Meeting, the Shareholders or their proxies who will be
physically present must be present at the Meeting venue for registration no later than
30 minutes before the Meeting begins.
Jakarta, 19 April 2024
Board of Directors
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Names mentioned 3 people and organisations named in the text · linked when the evidence is strong
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PT Kustodian Sentral Efek Indonesia
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PT Datindo Entrycom
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