ANNOUNCEMENT OF SUMMARY OF MINUTES OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS PT SILOAM INTERNATIONAL HOSPITALS TBK

Transcription

1 ANNOUNCEMENT OF SUMMARY OF MINUTES OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS PT SILOAM INTERNATIONAL HOSPITALS TBK The Board of s of PT Siloam International Hospitals Tbk, domiciled in Tangerang District (the Company ), hereby announces that an Extraordinary General Meeting of Shareholders (the Meeting ) was convened on Monday, 4 September 2017 at a.m Western Indonesian Time until a.m. Western Indonesian Time, at Mahogany Room, Aryaduta Hotel Lippo Village, Jl. Boulevard Jenderal Sudirman No. 401, Lippo Village, Tangerang The meeting was chaired by Mr. Theo L. Sambuaga, as a of the Company, pursuant to the Letter of the Board of s dated 28 August 2017 and was attended by: Board of s Vice President Independent Board of President Wakil President Notary Legal Consultant Share Registrar : Romeo F. Lledo : Theo L. Sambuaga : Andy N. Purwohardono : Jonathan L. Parapak : Ketut Budi Wijaya : Caroline Riady : dr. Grace Frelita Indradjaja : Dr. dr. Andry, M.M., M.H.Kes. : dr. Anang Prayudi : Budi R. Legowo : Ryanto M. Tedjomulja : Tati Hartawan : Sriwi Bawana Nawaksari, S.H., M.Kn. : Hadiputranto, Hadinoto & Partners, represented by Mrs. Indah N. Respati : PT Sharestar Indonesia represented by Mr. Soeroto Nomination dan Remuneration Committee : - Chairman : Jonathan L. Parapak Audit Committee : - Chairman : Jonathan L. Parapak - Member : Ir. Achmad Kurniadi, MBA - Member : Drs. Herbudianto, Ak Internal Audit : - Chairman : H. Gunawan H.P. The summary of minutes of Meeting pursuant to Financial Services Authority (Otoritas Jasa

2 Keuangan or "OJK") Regulation No. 32/POJK.04/2014 on the Planning and Implementation of General Meeting of Shareholders of Public Companies as amended by OJK Regulation No. 10/POJK.04/2017 ( POJK No. 32/2014 ) as follows: A. Quorum of the Shareholders Attendances The Meeting was attended by 1,208,509,306 (one billion two hundred eight million five hundred nine three hundred six) shares which represented % of 1,300,612,500 (one billion three hundred million six hundred twelve thousand five hundred) of all shares with valid voting rights that have been issued by the Company. The provisions relating to quorum as stipulated in the Company s Articles of Association, Article 26 of POJK No. 32/2014 and Article 86 paragraph (1) of the Law No. 40 of 2007 regarding Limited Liability Company ( Company Law ) have been fulfilled. B. Opportunity to Ask Questions and/or Express Opinions relating to the Meeting Agenda At the end of the discussion of the each agenda, the Chairman of the Meeting provides an opportunity to the Shareholders or their Proxies present at the Meeting ( Shareholders ) to ask questions and/or to express opinions or suggestions relating to the agenda being discussed. C. Mechanism for Adoption of Resolutions in the Meeting Pursuant to the Company's Articles of Association which was also stated in the rules of the Meeting distributed and being read in the Meeting, the resolutions were adopted based on a mutual consensus. If mutual consensus is not reached, a voting will be conducted. D. Calculation of Votes In accordance with the provisions under the Company's Articles of Association, the quorum for attendance and adoption of resolution, the Meeting can be convened if it is attended by the shareholders or its proxy which represents more than 50% of the shares issued and paid up with valid voting rights and the resolution is approved by more than 50% of the votes validly casted in the Meeting. E. Independent Party to Count and/or Validate the Vote The Company has appointed Notary Sriwi Bawana Nawaksari, S.H., M.Kn., a Notary in Tangerang District, to count and/or validate the votes. F. Meeting Resolutions All matters discussed and resolved in the Meeting are made in the form of a Deed of Minutes of Meeting of an Extraordinary General Meeting of Shareholders dated 4 September 2017 No. 01, drawn up by Notary Sriwi Bawana Nawaksari, S.H., M.Kn., a Notary in Tangerang Regency, which substantially are as follows: First Item on the Agenda Approval of the Company's plan to undertake a capital increase of the Company by way of Rights Issue, in accordance with OJK Regulation No. 32/POJK.04/2015 on Capital Increase of Public Companies By Rights Issue ( Limited Offering II ), including: a. Approval on amendment to the Articles of Association of the Company in respect of the increase issued capital and paid up capital of the Company for purposes of Limited Offering II; and

3 b. Grant of authorization with the right of substitution to the Board of s of the Company to carry out all actions necessary in relation to Limited Offering II, including but not limited to preparing or requesting to prepare notarial deeds, letters or documents as may be required, appearing before the authority or government officials including notary, making applications to the relevant authority in order to obtain approval or making reports to the relevant authority and making registration in the company s registry in accordance with the prevailing laws and regulations. Questions asked : 1 person. The voting result: Against Abstain In Favour Shares % Shares % Shares % ,087 Therefore, the Meeting, by a majority vote, which is (one billion two hundred eight million four hundred fourteen six) shares or %, resolved to: 1. Approves the Company s plan to undertake Limited Offering II to the Shareholders through Issuance of Preemptive Rights amounting of (three hundred twenty five million one hundred fifty three thousand one hundred twenty five) shares with nominal value of Rp100 (one hundred Rupiah) per share in accordance with POJK 32/2015, which is the implementing regulation of Law No. 8 of 1995 dated 10 November 1995 regarding Capital Market. 2. Approves the changes of the Company s Articles of Association in relation to the decisions taken and/or approved in that item on the Meeting agenda, including but not limited to the amendment of Article 4 paragraph 2 of the Company s Articles of Association on Capital, by increasing the Issued Capital and Paid-Up Capital of the Company in accordance with the result of Limited Offering II. 3. Approves the listing of all new shares at the Indonesian Stock Exchange (Bursa Efek Indonesia) in accordance with the prevailing laws and regulations. 4. Ratifies and approves actions that has been and will be done by the Company s Board of s and/or Board of s in relation to Limited Offering II to the Shareholders, including but not limited to prepare and/or submit information including the initial prospectus, the prospectus and the abridged prospectus. 5. Amends the Company's Articles of Association relating to matters discussed and/or decided in this Meeting and restates the Company s Articles of Association in whole. 6. Grants power and authorization with the right of substitution to the Board of s of the Company to carry out all actions necessary in relation to implementation, effectiveness and/or legitimation of matters submitted and/or decided in all Meeting s agenda, including but not limited to restate part or entire resolution of the agenda of the Meeting in a form of notarial deed, prepare or request to prepare notarial deeds, letters or documents as may be required, appear before an authority or government officials, make applications to the relevant authority in order to obtain approval including from the Minister of Law and Human Rights of the Republic of Indonesia or make reports to the relevant authority for any changes and/or additional necessary for the approval or acceptance of the reports, filing and signing of applications and other documents, selecting the location and carry out other actions as necessary and make registration or announcement in accordance with the prevailing laws and regulations without exception.

4 Second Item on the Agenda Change to the composition of the Board of s and the Board of s of the Company. Questions asked : None. The voting result : Against Abstain In Favour Shares % Shares % Shares % Therefore, the Meeting, by a majority vote, which is (one billion one hundres nine million eighty six thousand nine hundred fourty five) shares or %, resolved that: 1. Accepts the resignation of Mr. Lee Heok Seng as Company s President and Mrs. Jenny Kuistono as Company s, Mrs. Norita Alex as Company s and Mrs. Tati Hartawan as Company s Independent, and grants release of duty and responsibility from each position effective as of the closing of this Meeting. 2. Appoints Mr. John Riady as President of the Company and appoints Mr. Tjokro Libianto as of the Company, and appoints Mrs. Marta Jonatan as Independent of the Company, each effective as of the closing of this Meeting until the completion of other members of the Board of s and Board of s term of office, which is after the closing of the Annual General Meeting of Shareholders which will be held on the year of As such the composition of the Company s Board of s and Board of s effective as of the closing of this Meeting until the closing of the 2020 Annual General Meeting of Shareholders is as follows: BOARD OF COMMISSIONERS : President Vice President Independent Independent Independent BOARD OF DIRECTOR : President Vice President : John Riady : Romeo Fernandez Lledo : Theo L. Sambuaga : Tjokro Libianto : John Nicholas Pitsonis : Andy Nugroho Purwohardono : Farid Harianto : Dr. Niel Byron Nielson : Jonathan L. Parapak : Ketut Budi Wijaya : Caroline Riady : dr. Grace Frelita Indradjaja : dr. Anang Prayudi : Dr. dr. Andry, M.M., M.H.Kes. : Atiff Ibrahim Gill

5 Independent : Budi Raharjo Legowo : Ryanto Marino Tedjomulja : Marta Jonatan 3. Approves and grants authorization to Board of or Board of s of the Company to determine the amount of the salary, honorarium, allowances, incentives and/or other remuneration for the appointed Board of s and Board of s, by considering the Nomination and Remuneration Committee's suggestions. 4. Grants full power and authority with the right of substitution to the Board of s of the Company to act severally or collectively to take any actions required relating to the resolutions herein, including but not limited to stating the appointment of s in a notarial deed, submitting a notification to the Minister of Law and Human Rights of the Republic of Indonesia and registering the structure of the Board of s and the Board of s restated herein in the Company s Registration pursuant to the prevailing law and regulation be approved and granted. Thus, this Minutes of Meeting is made to meet the requirements of POJK No. 32/2014, POJK No. 32/2015 and OJK Regulation No. 31 of 2015 on Disclosure of Information or Material Facts by Public Companies in connection with the Company's Limited Offering II plan and the change of members of the Board of s and/or Board of s. Tangerang, 5 September 2017 PT Siloam International Hospitals Tbk Board of s