Notice for AGM 201625 May 2016
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
OF PT. TAISHO PHARMACEUTICAL INDOENSIA TBK
The shareholders of the Company are hereby invited to attend the Annual General Meeting of Shareholders (“AGM”) on:
Day/Date : Thursday, 16 June 2016
Venue : Mercantile Athletic Club, 18th Floor,
World Trade Center Building,
Jalan Jend. Sudirman Kav. 31,
Time : 09.00 West Indonesia Time – finished
Agenda items : 1. Approval on the Annual Report of the Company and the ratification on the Financial Statements of the Company and the Report on Supervisory Duties of the Board of Commissioners of the Company for the accounting year ended on 31 December 2015.
2. Determination of appropriation of profits of the Company.
3. Designation of a Firm of Public Accountants to audit the books of the Company for the accounting year ending on 31 December 2016.
4. Change in the composition of the Board of Commissioners of the Company and determination of salaries and allowances of the Board of Directors and Board of Commissioners of the Company.
1. The first agenda item until third agenda item of the AGM are the agenda items which are routinely discussed and resolved in the AGM. Meanwhile, the fourth agenda item need to be discussed and resolved in relation to the proposed appointment of a new President Commissioner of the Company, the position of which had been vacant, so that it needs a resolution of the AGM to approve such appointment of the President Commissioner.
2. In connection with the AGM, the Company does not send an invitation to shareholders of the Company, so that that this advertisement is the official invitation for all shareholders of the Company.
3. The maetrials to be discussed in AGM and other documents related to the implementation of the AGM have been made available at the Company’s Head Office, at Tamara Center Building, 10th Floor, Jl. Jend. Sudirman Kav.24, Jakarta 12190 as of the date of this notice until the date of the AGM.
4. The shareholders who are entitled to be present at the AGM are the Company’s shareholders whose names are registered in the Register of Shareholders of the Copany on 24 May 2016 at 16:00 West Indonesia Time or their lawful attorney.
5. The Company’s shareholders whose shares have not been deposited in the Collective Depository who will attend the AGM, are requested to present the original Shares Collectove Certificate or submit its copy and the copy of their Kartu Tanda Penduduk (KTP) or other identity card to the Registration Officer of the Company prior to entering the AGM. While the shareholders whose shares have been deposited in the Collective Depository or their lawful attorney are requested to submit the original written confirmation for shareholders meeting and the copy of their KTP or other identity card.
6. (a).The Company’s shareholders who are not able to attend the AGM, can be represented by their attorney by virtue of a power of attorney in the form and substance acceptable to the Board of Directors of the Company, provided that the members of the Board of Directors, members of the Board of Commissioners and employees of the Company can act as attorney of the shareholders at the AGM, however the votes they cast will not be counted in voting. Therefore, its recommende that the shareholders of the Company do not appoint members of the Board of Directors, members of the Board of Commissioners or employees of the Company as attorney. If the power of attorney of shareholders are signed outside of Indonesia, such power of attorney must be legalized by the Indonesian Embassy or nearest counseler where such power of attorney is signed.
(b)The form of power of attorney dan be obbtained during the business hours and business days at the Head Office of the Company, at Tamara Center Building, 10th Floor, Jl. Jenderal Sudirman Kav. 24, Jakarta 12920 or at the office of the Company’s Shares Registrar, PT. Bima Registra, di Graha MIR, 6th Floor A2, Jl. Pemuda No. 9, Rawamangun, East Jakarta 13220.
(c) All power of attorney for the AGM should have been received at the Head Office of the Company or at the office of the Company’s Shares Registrar, at the address mentioned in item (b) above, at the latest 16.00 West Indonesia Time, 3 (three) business days prior to the AGM, namely 13 June 2016.
7. The Company’s shareholders which are legal entities (“Legal Entity Shareholders”) can be represented in the AGM by a person (persons) having authority to represent and act for and on behalf of the Legal Entity Shareholders in accordance with the Articles of Association of the Legal Entity Shareholders.
Kindly requested to send:
(a) copies of the Articles of Association of the Legal Entity Shareholders prevailing at the AGM, and
(b) copy of the Minutes of General Meeting of Shareholder or other document related to the appointment of members of the Board of Directors or management of the Legal Entity Shareholders having their offices at the AGM are held, together with the evidence of notification and regiatration of their appointment to the competent authority,
to the Head Office of the Company or the office of the Company’s Shares Registrar, at the address mentioned in item 6.(b) above, at the latest 3 (three) business days prior to the AGM is re held, namely 13 June 2016.
8. To facilitate the smooth conduct AGM, the Company’s shareholders are kindly requested to be present at the venue of the AGM at the latest 15 (fifteen) minutes prior to the AGM being commenced.
Jakarta, 25 May 2016
The Board of Director of the Company