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) and the Extraordinary General Meeting of Shareholders (EGMS) held on Wednesday, June 24, 2020. 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
- Place, date, and time of AGMS
Date : Wednesday, June 24, 2020
Location :
Mitra Keluarga Kelapa Gading
Auditorium Room 6th Floor
Jalan Bukit Gading Raya Kav. 2
Kelapa Gading, North Jakarta 14240
Time : 10.21 – 11.12 West Indonesian Time
- AGMS Agenda
- 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.
(hereinafter referred to as Meeting).
For the interests of the Company, a Minutes of the Company's Annual General Meeting of Shareholders is made, dated June 24, 2020, under number 123.
- Meetings are chaired by the President Commissioner and attended by members of the Board of Commissioners and Directors as follows:
- Board of Commissioners:
President Commissioner : Mr. JOZEF DARMAWAN ANGKASA
- Directors:
President Director : Mr. RUSTIYAN OEN
Director : Ms. JOYCE VIDYAYANTI HANDAJANI
Independent Director: Ms. ESTHER MARIA RAMONO
- The meeting was attended by shareholders and power of attorney of the shareholders representing 12,264,965,717 shares or 86.12% of 14,240,959,900 shares which constituted all shares with valid voting rights issued by the Company after deducting the number of shares purchased returned by the Company.
- Shareholders and Shareholders' attorneys are given the opportunity to raise questions and / or opinions for each agenda item. But there are no shareholders and the power of shareholders who ask questions and / or opinions.
- 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.
- Voting results for each Meeting Agenda:
AGMS Agenda
|
Against Votes
|
Abstain Votes
|
In Favor Votes
|
Total In Favor Votes
|
%
|
The Quorum
|
1
|
-
|
4,743,200
|
12,260,222,517
|
12,264,965,717
|
100
|
1/2
|
2
|
-
|
461,400
|
12,264,504,317
|
12,264,965,717
|
100
|
1/2
|
3
|
-
|
-
|
12,264,965,717
|
12,264,965,717
|
100
|
1/2
|
4
|
6,212,197
|
461,400
|
12,258,292,120
|
12,258,753,520
|
99.95
|
1/2
|
5
|
5,029,100
|
1,001,400
|
12,258,935,217
|
12,259,936,617
|
99.96
|
1/2
|
6
|
150,866,197
|
54,000
|
12,113,559,520
|
12,114,099,520
|
98.77
|
1/2
|
H. The results of the AGMS are as follows:
- Approved and ratified the Company's Annual Report for the fiscal year ended December 31, 2019, including the Company's Activity Report, the Board of Commissioners Supervisory Role Report and the financial statements report year ended December 31, 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 decharge), to the extent their actions were reflected in the Financial Reports and Annual Report of the Company for the financial year ended December 31, 2019;
-
- Approved the appropriation of the Company's net income for the financial year ended December 31, 2019 as follows:
- distributed cash dividends of Rp 21 per share to shareholders, which are recorded in the list of the Company’s shareholders on the recording date that will be determined by the Board of Directors, with due observance of applicable taxation regulations;
- Total of Rp. 7,301,450,810 (seven billion three hundred one million four hundred fifty thousand eight hundred and ten rupiah) is allocated and recorded as a Company’s reserve fund;
- the remaining amount is recorded as retained earnings, to increase the Company's working capital;
- Granted authority to the Board of Directors of the Company to take any necessary actions in connection with the above-mentioned decision, in accordance with applicable laws and regulations.
- Approved the realization report on the use of proceeds from the Company's Initial Public Offering.
-
- Appointed the composition of the Company's 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 2023, as follows:
- Directors:
President Director: Mr. RUSTIYAN OEN
Director: Ms. JOYCE VIDYAYANTI HANDAJANI
Director: Ms. Dr. ESTHER MARIA RAMONO
- Board of Commissioners :
President Commissioner: Mr. JOZEF DARMAWAN ANGKASA
Independent Commissioner: Mr. JOHANNES SETIJONO
Independent Commissioner: Mr. I GUSTI GEDE SUBAWA
- Granted authority and power to the Board of 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 to further notify the authorities, and to take all and any necessary actions in connection with the decision in accordance with the applicable laws and regulations;
-
- Approved and determined the salary and / or honorarium for Members of the Board of Commissioners of the Company for fiscal year 2020 not to exceed 1% of the total net income of the Company in 2019, and authorize the Board of Commissioners to determine their allocations by taking into account the input / recommendations from Nomination and Remuneration Committee.
-
Granted authority to the Company's Board of Commissioners to determine salary 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.
- Granted authority and power to the Board of Commissioners of the Company, to appoint a Public Accountant, with Independent criteria and registered in the Financial Services Authority, which will audit the Company's financial statements for the fiscal year ending on December 31, 2020, due to the appointment of Public Accountant, as well as to determine the honorarium of the Public Accountant, and to determine the conditions for the appointment including termination is being considered and evaluated.
EGMS
- Place, date, and time of EGMS
Date : Wednesday, June 24, 2020
Location:
Mitra Keluarga Kelapa Gading
Auditorium Room 6th Floor
Jalan Bukit Gading Raya Kav. 2
Kelapa Gading, North Jakarta 14240
Time : 11.20 – 11.32 West Indonesian Time
- EGMS Agenda
- 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.
- Approval on the change of the Company’s status from foreign investment company to domestic investment company.
(hereinafter referred to as Meeting).
- Meetings are chaired by the President Commissioner and attended by members of the Board of Commissioners and Directors as follows:
- Board of Commissioners:
President Commissioner : Mr. JOZEF DARMAWAN ANGKASA
- Directors:
President Director : Mr. RUSTIYAN OEN
Director : Ms. JOYCE VIDYAYANTI HANDAJANI
Independent Director : Ms. ESTHER MARIA RAMONO
- The meeting was attended by shareholders and power of attorney of the shareholders representing 12. 263,434,917 shares or 86.11% of 14,240,959,900 shares which constitute all shares with valid voting rights issued by the Company after deducting the number of shares has been repurchased by the Company.
- Shareholders and Shareholders' attorneys are given the opportunity to raise questions and / or opinions for each agenda item. But there are no shareholders and the power of shareholders who ask questions and / or opinions.
- 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.
- The decision making mechanism in the Meeting is as follows:
EGMS Agenda
|
Against Votes
|
Abstain Votes
|
In Favor Votes
|
Total In Favor Votes
|
%
|
The Quorum
|
1
|
583.391.197
|
6.982.800
|
11.673.060.920
|
11.680.043.720
|
95,24
|
2/3
|
2
|
577.179.000
|
7.444.200
|
11.678.255.917
|
11.686.255.917
|
95,29
|
2/3
|
H. The resolutions of the EGMS are as follows:
-
- Approved the amendment and restatement of the Company's Articles of Association in accordance with the Financial Services Authority Regulation Number 15 / POJK.04 / 2020 concerning the Plans and Organizing of a Public Company General Meeting of Shareholders, which was explained at the Meeting;
- Granted authority and power to the Board of Directors of the Company, both individually and jointly, with the right of substitution, to take all and every action needed in connection with the decision, including but not limited to declaring / pouring the decision in the deeds made before a Notary, to amend and / or rearrange all the provisions of the Company's Articles of Association in accordance with the decision (including confirming the composition of shareholders in the deed when necessary), as required by and in accordance with the provisions of the applicable laws and regulations, which subsequently to submit request for approval and / or submit notification of the decision of this Meeting and / or amendment to the Articles of Association of the Company in the decision of this Meeting, to the competent authority, and to take all and every necessary action, in accordance with the applicable laws and regulations.
-
- Approved the change in the type of the Company from foreign direct investment to domestic direct investment.
- Granted authority and power to the Directors of the Company, both individually and jointly, with the right of substitution, to carry out all and every action needed in connection with the decision, including but not limited to stating / pouring the decision in the deed made before a Notary, who then notifies the competent authority, and takes all and every action necessary in connection with the said decision in accordance with the applicable 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:
Activity
|
Date
|
Cum Dividend in Regular and Negotiation Market
|
July 2, 2020
|
Ex Dividend in Regular and Negotiation Market
|
July 3, 2020
|
Cum Dividend in Cash Market
|
July 6, 2020
|
Ex Dividend in Cash Market
|
July 7, 2020
|
Recording Date of Shareholders Entitled to Dividend
|
July 6, 2020
|
Dividend Payment
|
July 24, 2020
|
Procedure for Paying Cash Dividends:
- This announcement is an official notification from the Company, and the Company does not specifically issue notifications to the Shareholders
- Payment of cash dividends is given to Shareholders whose names are registered in the Register of Shareholders of the Company on 6 July 2020 at 16.00 WIB or referred to as the Recording Date of Shareholders entitled to Dividends.
- 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.
- 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 6 July 2020 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
Ph: +6221 2974 5222. Fax: +6221 2928 9961
- Cash dividends will be taxed in accordance with applicable tax laws. The amount of tax charged will be borne by the relevant Shareholders and deducted from the amount of cash dividends paid.
- For Shareholders of Domestic Taxpayers in the form of Legal Entity, and not yet submitting Taxpayer Identification Number ("NPWP"), are requested to submit NPWP to KSEI or the Registrar at the latest on July 6, 2020 at 16.00 WIB. Without the inclusion of NPWP, cash dividends paid to domestic taxpayers in the form of legal entities will be subject to Income Tax Article 23 of 30%.
- For Shareholders of Foreign Taxpayers whose tax deductions will use tariffs based on the Agreement on Avoidance of Multiple Taxes ("P3B"), are required to submit a Certificate of Domicile ("SKD") in the form of DGT 1 and DGT 2 Forms which meet the provisions of the Director General of Taxes No. PER-61 / PJ / 2009 which was last amended by PER-24 / PJ / 2010. According to the regulation, DGT Form 1 and DGT 2 Form must be a document or photocopy that has been legalized by the Tax Office in Indonesia. The deadline for receiving Form DGT 1 and Form DGT 2 by KSEI or BAE is no later than July 6, 2020, at 16.00 WIB. If the SKD is not received within the stated time limit, the cash dividend paid will be subject to withholding income tax Article 26 of 20%.
Jakarta, June 26, 2020
Board of Directors