PT MITRA KELUARGA KARYASEHAT Tbk

 ("The Company")

SUMMARY OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND

SCHEDULE OF PROCEDURES FOR DISTRIBUTION OF CASH DIVIDENDS

The Board of Directors of PT Mitra Keluarga Karyasehat Tbk (hereinafter referred to as the Company) hereby announces the Annual General Meeting of Shareholders (AGMS) held on Tuesday, May 23, 2023. In compliance with the OJK Regulation No. 15/POJK.04/2020 on the Planning and Holding of the General Meetings of Shareholders of Public Companies, hereby we deliver the summary are as follows:

AGMS

A. Place, date, and time of AGMS

B. AGMS Agenda

1. Approval of Annual Report of the Company, including the Board of Directors Report, the Board of Commissioners Supervisory Duty Report and ratification of Financial Report of the Company for financial year 2022 audited by Public Accountant registered on OJK, and granted a full release and discharge (acquit et de charge) to all members of the Board of Directors and the Board of Commissioners for their management and supervisory actions to the Company within the financial year ended December 31, 2022.

2. Approval on the appropriation of the Company’s Net Profits for the financial year ended December 31, 2022.

3. Approval on the reappointment of the members of the Board of Directors and Board of Commissioners of the Company.

4. Determination of salary for the Company’s Board of Directors and Board of Commissioners for year 2023 and to determine the honorarium of the Company’s Board of Directors and Board of Commissioners for financial year 2022.

5. Appointment of Independent Public Accounting Firm Amir Abadi Jusuf, Aryanto, Mawar and partner, as a Public Accounting Firm registered with the Financial Services Authority (OJK) to audit the Company's Financial Statements for the financial year ended December 31, 2023 and authorize the Board of Commissioners to determine the honorarium of the Independent Public Accountant and other appointment’s conditions.

For the Company’s requirement, a Minutes of the Company's Annual General Meeting of Shareholders is made, dated May 23, 2023, under number 172 (Reference Letter No. 419/Sl.Not/V/2023).

C. The Meeting are chaired by the President Commissioner and attended by members of the Board of Commissioners and Directors as follows:

D. The meeting was attended by shareholders and power of attorney of the shareholders representing 13,393,539,428 shares or 96.30% of 13,907,481,500 shares which constituted all shares with valid voting rights issued by the Company after deducting the number of shares purchased returned by the Company.

E. Shareholders and Shareholders' attorneys were given the opportunity to raise questions and / or opinions for the agenda meeting. There are no shareholders and the power of shareholders who ask questions and / or opinions for the agenda meeting.

F. The decision-making mechanism in the Meeting is as follows:

Decision making of all agenda is carried out based on deliberation to reach consensus, in the event that deliberation to reach consensus is not reached, decision making is carried out by voting.

G. The results of the AGMS Voting are as follows:

H. The results of the AGMS are as follows:

1. Approved and ratified Company's Annual Report of the Company for fiscal year ended December 31, 2022, including the Board of Directors Report, the Board of Commissioners Supervisory Duty Report and ratification of Financial Report of the Company for fiscal year ended December 31, 2022 audited by Public Accountant registered on OJK, and granted a full release and discharge (acquit et de charge) to all members of the Board of Directors and the Board of Commissioners for their management and supervisory actions to the Company within the financial year ended December 31, 2022. 

2. a. Approved the use of the Company's net profit for the year ending December 31, 2022 as follows:

i. Distributed as cash dividends Rp37.00 (thirty-seven Rupiah) per share to shareholders, as listed on the Company's shareholders list on the recording date, to be determined by the Directors, taking into account applicable tax regulations;

ii. Rp10,079,916,426.00 (ten billion seventy-nine million nine hundred sixteen thousand four hundred and twenty-six Rupiah) allocated and recorded as a reserve fund;

iii. The remainder is recorded as retained earnings, to increase the Company's working capital; 

  b. Giving authority and power to the Directors of the Company to take any and all necessary actions in connection with the above-mentioned decision, in accordance with applicable laws and regulations.

3. a. Re-appointed:

           - Mr. RUSTIYAN OEN, as President Director;

           - Mrs. JOYCE VIDYAYANTI HANDAJANI, as Director;

           - Mrs. dr. NURVANTINA PANDINA, as Director;

           - Mr. JOZEF DARMAWAN ANGKASA, as President Commissioner;

           - Mrs. SHINTA DEVIYANTI SETIAWAN, as Commissioner;

           - Mrs. ISJE AYUSARI, as Commissioner;

           - Mr. JOHANNES SETIJONO, as Independent Commissioner;

           - Mr. dr. I GUSTI GEDE SUBAWA, as Independent Commissioner;

           effective as of the closing of this Meeting.

 b. To appoint the composition of the Company’s Board of Directors and Board of Commissioners as of the closing of this Meeting until the closing of the Annual General Meeting of Shareholders of the Company in 2026, as follows:

Board of Directors

President Director : Mr. RUSTIYAN OEN

Director : Mrs. JOYCE VIDYAYANTI HANDAJANI

Director : Mrs. dr. NURVANTINA PANDINA

Board of Commissioners

President Commissioners : Mr. JOZEF DARMAWAN ANGKASA

Commissioner : Mrs. SHINTA DEVIYANTI SETIAWAN

Commissioner : Mrs. ISJE AYUSARI

Independent Commissioner : Mr. dr. I GUSTI GEDE SUBAWA

Independent Commissioner : Mr. JOHANNES SETIJONO

  c. Giving authority and power to the Directors of the Company, with the right of substitution, to pour / state the decision regarding the composition of the Directors and Board of Commissioners of the Company in the deed made before a Notary, and henceforth notify it to the authorities, and take all and every action which is needed in connection with the decision in accordance with the applicable laws and regulations.

4. a. Approved and determined the salaries and / or honoraria for the members of the Board of Commissioners of the Company as a whole for fiscal year 2023 not to exceed 1% (one percent) of the total net income of the Company in 2022; delegating the Board of Commissioners the authority to determine their allocations, taking into account input / recommendation from the Nomination and Remuneration Committee.

  b. Giving authority to the Company's Board of Commissioners to determine salaries and / or benefits for members of the Company's Board of Directors, taking into account input / recommendations from the Company's Nomination and Remuneration Committee.

5. a. Re-appointed Public Accounting Firm Amir Abadi Jusuf, Aryanto, Mawar and partner, as a Public Accounting Firm registered with the Financial Services Authority to audit the Company's Financial Statements for the financial year 2023.

  b. Re-appointed Mr. Eishennoraz as Public Accountant registered with the Financial Services Authority who is a member of the Public Accounting Firm Amir Abadi Jusuf, Aryanto, Mawar and partner to audit the Company's Financial Statements for the financial year 2023.

  c. Giving authority and power to the Board of Commissioners to:

i. appoint a substitute Public Accountant registered with the Financial Services Authority who is a member of the Public Accounting Firm Amir Abadi Jusuf, Aryanto, Mawar and partner (if necessary) to audit the Company's Financial Statements for the 2023 financial year;

ii. appoint a substitute Public Accounting Firm, in the event that the Public Accounting Firm Amir Abadi Jusuf, Aryanto, Mawar and partner for any reason cannot complete the audit of the Company's Financial Statements for the 2023 financial year;

iii. perform other necessary matters in connection with the appointment and/or replacement of a Public Accountant Firm registered with the Financial Services Authority including, but not limited to, determining the number of honoraria and other conditions in connection with the appointment of a Public Accountant Firm registered with the Financial Services Authority;

- by taking into account the recommendations of the Audit Committee and prevailing laws and regulations.

The Directors of the Company hereby also announce the Schedule and Procedures for the Distribution of Cash Dividends as follows.

Cash Dividend Payment Schedule:

 Procedure for Paying Cash Dividends:

1. This announcement is an official notification from the Company, and the Company does not specifically issue notifications to the Shareholders.
2. Payment of cash dividends is given to Shareholders whose names are registered in the Register of Shareholders of the Company on April 27, 2023 at 16.00 WIB or referred to as the Recording Date of Shareholders entitled to Dividends.
3. For Shareholders whose shares are recorded in the Collective Custody of Indonesian Central Securities Depository ("KSEI"), dividend payments according to the above schedule will be made by bookkeeping through KSEI, and then KSEI will distribute them to the account of the Securities Company or Custodian Bank. a place where Shareholders open accounts.
4. Shareholders who are still using slips, where their shares are not included in KSEI's collective custody, and want dividend payments to be made through a transfer to the Shareholders' bank account, can notify the bank's name and address and Shareholder account number no later than the date April 27, 2023 in writing to:

Biro Administrasi Efek (“BAE”)

PT Adimitra Jasa Korpora

Rukan Kirana Boutique Office

Jl. Kirana Avenue III Blok F3 No. 5

Kelapa Gading, Jakarta 14250

Telp: +6221 2974 5222. Fax: +6221 2928 9961

5. Based on the applicable tax laws and regulations, the cash dividend will be excluded from the tax object if it is received by the shareholder of the domestic corporate taxpayer ('WP Badan DN') and the Company does not deduct Income Tax on the cash dividend paid to the WP Badan DN. Cash dividends received by shareholders of domestic individual taxpayers ('WPOP DN') will be excluded from the tax object as long as the dividends are invested in the territory of the Republic of Indonesia. For WPOP DN that does not meet the investment provisions as mentioned above, the dividends received by the person concerned will be subject to income tax (‘PPh’) in accordance with the applicable laws and regulations, and the PPh must be paid by the WPOP DN concerned in accordance with the provisions of Government Regulation no. 9 of 2021 concerning Tax Treatment to Support the Ease of Doing Business.
6. Shareholders of the Company can obtain confirmation of dividend payments through securities companies and or custodian banks where Shareholders of the Company open a securities account, then the shareholders of the Company must be responsible for reporting the dividend receipts referred to in tax reporting for the respective tax year in accordance with the applicable taxation laws and regulations.
7. For Shareholders who are Foreign Taxpayers whose withholding tax use the rate based on the Double Taxation Avoidance Agreement ('P3B'), must comply with the requirements of the Director General of Taxes Regulation No. PER-25/PJ/2018 concerning Procedures for the Application of Double Taxation Avoidance Agreement, as well as submitting a document of proof of record or receipt of DGT/SKD that has been uploaded to the website of the Directorate General of Taxes to KSEI or BAE in accordance with the provisions and regulations of KSEI regarding the deadline for submitting DGT/SKD. Without this document, the cash dividend payment will be subject to Article 26 Income Tax of 20%.

Jakarta, May 24, 2023

Board of Directors

PT Mitra Keluarga Karyasehat Tbk

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 PT MITRA KELUARGA KARYASEHAT Tbk

 ("The Company")

SUMMARY OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

The Board of Directors of PT Mitra Keluarga Karyasehat Tbk (hereinafter referred to as the Company) hereby announces the Extraordinary General Meeting of Shareholders (EGMS) held on Tuesday, May 23, 2023. In compliance with the OJK Regulation No. 15/POJK.04/2020 on the Planning and Holding of the General Meetings of Shareholders of Public Companies, hereby we deliver the summary are as follows:

EGMS

A. Place, date, and time of EGMS

B. EGMS Agenda

1. Approval on Amendments of the Articles of Association of the Company Article 21 Paragraph 9 in accordance with Financial Service Authority (OJK) Regulation No. 14/POJK.04/2022 regarding Submission of Periodic Financial Reports of Issuers or Public Companies.

For the Company’s requirement, a Minutes of the Company's Extraordinary General Meeting of Shareholders is made, dated May 23, 2023, under number 173 (Reference Letter No. 420/Sl.Not/V/2023).

C. The Meeting are chaired by the President Commissioner and attended by members of the Board of Commissioners and Directors as follows:

D. The meeting was attended by shareholders and power of attorney of the shareholders representing 13,407,180,428 shares or 96.40% of 13,907,481,500 shares which constituted all shares with valid voting rights issued by the Company after deducting the number of shares purchased returned by the Company.

E. Shareholders and Shareholders' attorneys were given the opportunity to raise questions and / or opinions for the agenda meeting. There are no shareholders and the power of shareholders who ask questions and / or opinions for the agenda meeting.

F. The decision-making mechanism in the Meeting is as follows:

Decision making of all agenda is carried out based on deliberation to reach consensus, in the event that deliberation to reach consensus is not reached, decision making is carried out by voting.

G. The results of the EGMS Voting are as follows:

H. The results of the EGMS are as follows:

1. Approve changes to the Company's Articles of Association, namely amending Article 21 paragraph 9 of the Company's Articles of Association, as submitted at the Meeting;

2. Agree to give authority and power to the Board of Directors of the Company, both individually and together with the right of substitution to take any and every action necessary in connection with the decision, including but not limited to stating/pouring the decision in the deeds made before a Notary, to amend and/or rearrange the provisions of Article 21 paragraph 9 of the Company's Articles of Association or Article 21 of the Company's Articles of Association as a whole, as requested by and in accordance with the applicable laws and regulations, which then to submit an application for approval and/or deliver notification of the resolutions of the Meeting and/or amendments to the Company's Articles of Association, to the competent authorities, as well as take all and any necessary actions in accordance with the applicable laws and regulations.

Jakarta, May 24, 2023

Board of Directors

PT Mitra Keluarga Karyasehat Tbk

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