AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
PT MITRA KELUARGA KARYASEHAT Tbk.
The Board of Directors of PT Mitra Keluarga Karyasehat Tbk. (the “Company”) hereby invites the shareholders of the Company to attend the Annual General Meeting of Shareholders of the Company (“AGMS”) and Extraordinary General Meeting of Shareholders of the Company (“EGMS” together with AGMS shall be referred to “GMS”) situated on:
Wednesday, dated 24 June 2020
10:00 WIB – Selesai
R. Auditorium Mitra Keluarga Kelapa Gading Jl. Bukit Gading Raya Kav. 2, Kelapa Gading, Jakarta Utara, 14240
With the following GMS agendas as follows:
Approval and ratification Annual Report of the Company for the financial year of 2019, including Activity Report of the Company, the Board of Commissioners Supervisory Report and Financial Report of the Company for the financial year of 2019, and granted a full release and discharge (acquit et de charge) to Board of Commissioners and the Board of Directors for their management and supervisory actions to the Company within the financial year of 2019 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, 2019 (acquit et de charge).
Approval on the appropriation of the Company’s Net Profits for the financial year ended December 31, 2019.
Approval on the report of use of proceeds in connection with the Initial Public Offering of the Company.
Approval on the appointment of the Board of Directors and Board of Commissioners of the Company.
Determination of salary of the members of the Board of Commissioners and the Board of Directors for Year 2020 and to determine the honorarium of the members of the Company’s Board of Commissioners and Board of Directors for financial year 2019.
Appointment of Independent Public Accountant to audit the Company’s Financial Statements for the year ended December 31, 2020 and authorize the Board of Commissioners to determine the honorarium of the Independent Public Accountant and other appointment’s conditions.
Description of AGMS Agendas:
Agenda No. 1, 2, 3, 5 and 6 are routine agendas to be resolved at the AGMS of the Company pursuant to the Articles of Association of the Company, Law No. 40 of 2007 on Limited Liability Company and relevant regulations on GMS implementation issued by OJK.
Agenda No. 4 is an agenda to be resolved at the AGMS of the Company pursuant to the term of office of the Board of Directors and Board of Commissioners of the Company for the period of 2017 – 2020. In accordance with the Articles of Association of the Company, this agenda will be conveyed to the shareholders of the Company to obtain an approval for the term of office for the period of 3 years. This appointment will be conducted by taking into account of any suggestion from Nomination and Remuneration Committee.
Approval on the change of Articles of Association of the Company in accordance with OJK Rule No. 15/POJK.04/2020 on Plan and Implementation of General Meeting of Shareholders of Public Company. Description: In this agenda, the Company will ask for approval from the shareholders of the Company to approve the change of Articles of Association of the Company in accordance with OJK Rule No. 15/POJK.04/2020 on Plan and Implementation of General Meeting of Shareholders of Public Company.
Approval on the change of the Company’s status from foreign investment company to domestic investment company. Description: In this agenda, the Company will ask for approval from the shareholders of the Company to the change of the Company’s status from foreign investment company to domestic investment company
The Company will not send separate invitation to the Shareholders and this announcement in accordance with the Articles of Association of the Company, shall be deemed as official invitation to the shareholders.
The Shareholders who are eligible to attend or to be represented by power of attorney in the GMS:
For shares that are not yet placed under Collective Custody: The shareholders or their proxies whose names are registered at the Company’s Share Register at 16.00 Western Indonesian Time on Friday, May 29, 2020 to PT Adimitra Jasa Korpora, Biro Administrasi Efek Perseroan which located on Jl Kirana Avenue III Blok F3 No. 5, Kelapa Gading, Jakarta 14250 Ph: +6221 29745222 Fx: +6221 29289961, Email : firstname.lastname@example.org.
For shares placed under Collective Custody: Shareholders or their proxies whose names are registered at the account holders or custodian bank at PT Kustodian Sentral Efek Indonesia (“KSEI”) on May 29, 2020 not later than 16.00 Western Indonesian Time.
The GMS will be held in terms of promoting the health/safety of all parties in accordance with relevant regulations.
The Shareholders can represent their votes to the Securities Administration Bureau ("BAE") of PT Adimitra Jasa Korpora as an Independent Representative of the Company, using the eASY.KSEI (e-proxy) application that can be accessed on the official KSEI website https://akses.ksei.co .id / along with official guidelines provided on the official KSEI website (https://www.ksei.co.id/data/download-data-and-user-guide).
The Company will provide the GMS materials through website of the Company (http://www.mitrakeluarga.com) and/or website eASY KSEI from the Invitation date of the GMS until the GMS date.
The Notary, assisted by BAE will conduct checking and calculation of every single agenda of the GMS in decision making of the GMS pursuant to e-proxy which has been submitted by the Shareholders as mentioned in point 4 above.
For Shareholders or Shareholders' attorneys who wish to remain physically present at the GMS, must follow and pass the security and health protocols applicable at the GMS venue, as follows:
Detection and monitoring of body temperature to ensure that shareholders and shareholders' attorney are not experiencing body temperature above normal.
Fill out the Health Declaration provided by the registrar before entering the meeting venue. The Health Statement Form can also be downloaded on the Company's website (http://www.mitrakeluarga.com) from the date of the Invitation of the GMS to be filled out and submitted to the registrar.
Following the instruction of the GMS committee to implement physical distancing policy in the GMS venue.
The Company will announce should there is any change/additional information in relation to the implementation of the GMS Perseroan with reference to the latest condition and development of integrated handling and control to prevent the spread of the COVID-19 Virus.
For health reasons and in an integrated control framework to prevent the spread of the COVID-19 Virus, the Company does not provide consumption and Annual Reports in physical form to Shareholders and Shareholders' attorneys present at the GMS