Invitation Extraordinary General Meeting of Shareholders PT Medikaloka Hermina Tbk
The Board of Directors of the Company herewith invites the Company’s Shareholders to attend the Extraordinary General Meeting of Shareholders (“Meeting”), which will be held on:
Day/Date : Thursday, February 29th, 2024
Time : 10.00 WIB – finished
Place : Hermina Tower, Grand Mendulang Ballroom, Level 26 th
Jl. Selangit B-10 Kavling No. 4, Kemayoran
Jakarta 10610 - Indonesia
The Meeting Agendas are as follows:
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Approval on the change of Board of Directors’ composition;
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Approval on the amendments of the Articles of Association.
Explanation of the Meeting Agendas:
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1Agenda 1: The meeting shall approve the resignation of the independent director following the resignation letter dated on January 12th 2024, and shall approve changes and additions to the Company’s Board of Directors as governed by the Company’s Articles of Association and the Financial Services Authority Regulations.
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Agenda 2: The meeting shall approve changes to the Company’s Articles of Association, including Article No.12 regarding Directors’ Duties & Authorities.
Notes:
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This invitation announcement is an official invitation and the Board of Directors of the Company does not send a special invitation to the Shareholders.
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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 February 6 th, 2024 at the close of trading of the Company's shares on the Indonesia Stock Exchange.
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The Meeting will be held using the Electronic General Meeting System application provided by KSEI (“eASY.KSEI application”).
Shareholders can attend electronically 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:
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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.
Shareholders of the local individual type who have not provided a declaration of attendance or power of attorney in the eASY.KSEI application by the abovedeadline, and wish to attend the Meeting electronically are required to register attendance in the eASY.KSEI application on the date of the Meeting until the electronic Meeting registration period is closed by the Company.
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Shareholders are required to register their attendance electronically through the eASY.KSEI application on the date of the Meeting until the electronic registration period for the Meeting is closed by the Company, if they have not given their vote for at least 1 (one) item on the Meeting’s agenda on the eASY.KSEI application, until the deadline according to point (a) above.
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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:
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Registration Process;
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Process for Submission of Questions and/or Opinions Electronically;
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Voting/Voting Process;
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EGMS streaming.
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Shareholders who are entitled to attend the Meeting in accordance with point 2 above, who are unable to attend, may provide power of attorney with the following mechanism:
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Mechanism of Authorization
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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 eASY.KSEI application found on the Acuan Kepemilikan Sekuritas / akses KSEI (akses.ksei.co.id);
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Electronic authorization/e-Proxy must comply with the procedures, terms, and conditions stipulated by KSEI.
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Specifically for Shareholders who have provided power of attorney electronically via the eASY.KSEI application, Shareholders may submit questions or opinions on the Meeting’s Agenda by email to corporate.secretary@herminahospitals.com no later than Wednesday, February 20 th, 2024, at 17:00 WIB.
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In addition to the electronic power of attorney/e-Proxy referred to in point 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 February 20 th, 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.
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Shareholders or Proxies who physically attend the Meeting are required to comply with all health procedures, policies and other arrangements implemented by theCompany and the management of the building where the Meeting is held.
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For reasons of health and compliance with the protocol of health, the Company does not provide lunch or souvenirs for Shareholders or Authorized Persons who attend the Meeting physically.
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Shareholders or their proxies who physically attend the Meeting are requested to bring a photocopy of their ID card or other identification to be submitted to the registration officer. Shareholders in the form of legal entities are requested to submit a photocopy of the articles of association and amendments thereto, letters of ratification/approval from the authority, and a deed containing the latest changes to the composition of the management (who served at the time the Meeting was held).
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Materials for the Meeting’s 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.
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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 than30 minutes before the Meeting begin.
Jakarta, February 7 th , 2024
The Board of Directors of the Company