Invitation of Annual General Meeting of Shareholders PT Medikaloka Hermina Tbk

 

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 26^th

     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.

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:

 

1. Authorization Mechanism

 

• 1. 1. 1. 1. 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);
• 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).

 

1. 1. 1. 1. 2. 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.

 

2. 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.

 

3. 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