Notice for AGM 2021
28 May 2021NOTICE FOR
AN ANNUAL GENERAL MEETING OF SHAREHOLDERS and
AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF PT. TAISHO PHARMACEUTICAL INDONESIA TBK
(the “Company”)
In compliance with the provision of Article 21.4 of the Articles of Association of the Company and Article 17 of the Regulation of the Indonesia Financial Services Authority Number 15/POJK.04/2020 regrading Plan and Organization of General Meeting of Shareholders of Public Companies, the Company hereby call for an Annual General Meeting of Shareholders (“AGM”) and an Extraordinary General Meeting of Shareholders (“EGM”) which are to be convened:
Day/Date : Monday, 21 June 2021
Venue : Mercantile Athletic Club, 18th Floor,
World Trade Center Building,
Jalan Jend. Sudirman Kav. 31,
Jakarta 12920
Time : AGM: 09:30 West Indonesia Time – finished
EGM: immediately after the AGM finished
Agenda items
AGM : 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 2020.
Explanation:
In this agenda, approval will be requested for the 2020 Annual Report of the Company which has been prepared by the Board of Directors of the Company and ratification of the 2020 Company's Financial Statements audited by the Public Accounting Firm “Tanudiredja, Wibisana, Rintis & Rekan” as evident in their audit report dated 26 March 2021.
2. Determination of appropriation of profits of the Company.
Explanation:
In this agenda the use of the Company's profits based on the 2020 Financial Statement of the Company will be proposed, if approved in the first agenda item of the AGM, to obtain approval.
3. Designation of Public Accountants to audit the books of the Company for the accounting year ending on 31 December 2021.
Explanation:
In this agenda, the appointment of a Public Accountant / Public Accounting Firm will be proposed to audit the Company's books which will expire on 31 December 2021.
4. Re-appointment and appointment of members of the Board of Directors and the Board of Commissioners of the Company.
Explanation:
This agenda item needs to be discussed to resolve the re appointment of certain members of the Board of Directors and the Board of Commissioners of the Company and the appointment of new members of the Board of Directors and the Board of Commissioners of the Company.
5. Determination of salaries and allowances of members of the Board of Directors and the Board of Commissioners of the Company.
Explanation:
In this agenda, the amounts of salaries and allowances of the members of the Board of Directors and the Board of Commissioners of the Company for the accounting year of 2021 will be proposed.
EGM : Approval on the proposed Amendment to the Company's Articles of Association in the context of adjusting to the Financial Services Authority Regulation No. 15/POJK.04/2020 concerning Plans and Organizations of General Meeting of Shareholders of Public Companies.
Explanation:
In this sole agenda item of the EGM amendments to certain provisions of the Company's Articles of Association will be proposed to be approved for the purpose of adjustment with the Financial Services Authority Regulation No. 15/POJK.04/2020 concerning Plans and Organizations of General Meeting of Shareholders of Public Companies, especially the articles relating to the holding of the General Meeting of Shareholders.
NOTES:
1. The Company will implement a Health Protocol for Communities in Public Places and Facilities in the framework of Prevention and Control of Corona Virus Disease 2019 (Covid-19) ("Covid-19 Health Protocol"), and for such purpose, the Company calls on shareholders to comply with the directives of the Government about health protocols that must be implemented. The Company calls on shareholders to represent their presence at the AGM and EGM by granting power of attorney to the proxies as described in point 6 below.
2. In connection with the AGM and EGM, the Company do not send an invitation to the shareholders of the Company, so this advertisement of notice is an official invitation for all shareholders of the Company.
3. The materials of the agenda items of the AGM and EGM, among others the 2020 Annual Report and the Company's Financial Statements and other documents related to the organizing of the AGM and EGM, including the resumes of the members of the Board of Directors and the Board of Commissioners to be appointed at the AGM, are available and can be accessed and downloaded through the Company's website: https://www.taisho.co.id/ from the date of this notice until the holding of the AGM and EGM, will not be provided in the form of hardcopy at the meeting.
4. The Company's shareholders who are entitled to attend the AGM/EGM are the Company's shareholders whose names are legally registered in the Company's Register of Shareholders on 27 May 2021 at 16:00 West Indonesia Time or their lawful power of attorney (the "Entitled Shareholders").
5. The AGM can be held and adopt legal decisions if attended by shareholders or their legal proxies who represent more than ½ (one half) of the total shares with voting rights, while the EGM can be held and adopt legal decisions if attended by shareholders or a legal proxy representing at least 2/3 (two thirds) of the total shares with voting rights. Proposed resolutions for all agenda items of the AGM and EGM must be adopted based on deliberation to reach consensus. In the event that resolutions based on deliberation to reach a consensus is not reached, the resolutions for all agenda items of the AGM must be made by voting based on a vote in favor of more than ½ (one half) of the number of votes legally cast in the AGM, while the resolutions for the agenda of the EGM must be adopted by voting based on votes agreeing more than 2/3 (two thirds) of the number of votes legally cast in the EGM.
6. Conferring of Power of Attorney
The conferring of power of attorney by the Entitled Shareholders shall be made as follows:
(a) Those who have scripless shares, conferring of power of attorney are to attend and vote at the AGM/EGM to the Company's Securities Administrative Bureau, namely PT. Bima Registra ("Shares Registrar") through an Application for the Electronic GMS Implementation or eASY.KSEI (electronic general meeting system) which can be accessed through the link https://akses.ksei.co.id/ provided by KSEI as a mechanism for electronic authorization (e-proxy) in the convening of the AGM. E-Proxy can be made from the date of this notice until 18 June 2021 at 12.00 West Indonesia Time.
(b) Those who have shares with scrip (scrip), conferring of power of attorney are to attend and vote in the AGM/EGM to:
(i) a Shares Registrar’s representative as an independent party. The original Power of Attorney, accompanied by a photocopy of the Identity Card (KTP) or other identity card sent to the Shares Registrar, at the office address: Satrio Tower Building, Lt. 9, Jl. Prof. DR. Satrio Blok C5, Kuningan Timur, Jakarta Selatan 12950, Telephone: (021) 25984818 Facsimile: (021) 25984819 ("Shares Registrar Office"), not later than 3 (three) working days prior to the AGM/EGM, namely 16 June 2021 at the latest at 16.00 West Indonesia Time; or
(ii) other party as they wish, provided that such other party is not a member of the Board of Directors, a member of the Board of Commissioners or a Company’s employee. The proxies is requested to bring a valid Power of Attorney by attaching a photocopy of the identity of the authorizer and the proxy. In accordance with Article 48 of the OJK Rule 15/2020, in voting, the votes cast apply to all shares owned and therefore the granting of power of attorney cannot be made to more than one proxy for a portion of the number of shares with different votes.
-Forms of power of attorney can be downloaded on the Company's website: https://www.taisho.co.id/. If the power of attorney for shareholders is signed outside Indonesia, the power of attorney must be legalized by the Indonesian Embassy or consular closest to the place where the letter the power of attorney is signed.
-The proxies will only be permitted to attend the AGM/EGM after being declared valid as the proxy of the shareholders who are registered as Entitled Shareholders.
7. The Covid-19 Health Protocol that will be applied to shareholders or proxies of shareholders who will be physically present at the AGM/EGM is as follows:
(a) With reference to the provisions of paragraph (4) of Article 8 of the Regulation of the Financial Services Authority Number 16/POJK.04/2020 concerning the Implementation of a General Meeting of Shareholders of Public Companies Electronically and in the context of implementing the Covid-19 Health Protocol, the Company determines the number of shareholders and proxies of shareholders to attend the AGM/EGM, 20 (twenty) people, consisting of 10 (ten) scripless shareholders or their proxies and 10 (ten) shareholders with script or their proxies.
(b) Shareholders shall be obliged to confirm that they will be physically present, and the determination of shareholders or proxies of shareholders who will be permitted to be physically present at the AGM/EGM is carried out on the principle of “giving confirmation first will be prioritized” (first confirm first served) up to 25 (twenty-five) people are reached.
(c) At the time of attendance registration, shareholders or their proxies are required:
(i) wearing mask;
(ii) does not have a body temperature of 37.3 0C or more;
(iii) not being unwell (fever, cough, flu or colds);
(iv) for individual shareholders, submit a photocopy of Identity Card (KTP) or other identity card; and
(v) for the proxies of individual shareholders power of attorney outside the e-Proxy mechanism, submitting the original power of attorney along with a photocopy of the Identity Card (KTP) of the principal and the proxy or other identity card.
(d) While in the area around the meeting room and in the meeting room during the AGM/EGM, it is required to use a mask.
(e) Must follow and obey the directives and decisions of the organizing committee of the AGM/EGM. The Company has the right to prohibit Shareholders or their proxies from attending the AGM/EGM physically if the Shareholders or their proxies do not comply with the health and safety protocol established by the Company.
(f) For shareholders included in the Covid-19 high risk group, among others: aged 60 years and above; have comorbid diseases (comorbidities) such as diabetes mellitus, hypertension, cancer, asthma and Chronic Obstructive Pulmonary Disease (COPD) and others; and pregnant women are strongly discouraged from attending physical meeting and to authorize parties provided by the Company using the e-Proxy mechanism.
8. The Company's shareholders as legal entity ("Legal Entity Shareholders") can be represented in the AGM or EGM by one or several persons who have the authority to represent and act for and on behalf of the Legal Entity Shareholders in accordance with the Articles of Association of the such Legal Entity Shareholders.
Requested that:
(a) a photocopy of the Articles of Association of Legal Entity Shareholders applicable at the time the AGM/EGM are held; and
(b) a copy of the Minutes of the General Meeting of Shareholders or other documents relating to the appointment of members of the Board of Directors or management of the Legal Entity Shareholders having their offices at the time of the AGM/EGM are held, along with evidence of notification and registration of their appointment to the competent authority,
-sent to the Shares Registrar Office at the address listed in item 5. (b). (i) above, not later than 3 (three) working days prior to the AGM/EGM being held, namely 16 June 2021.
9. To facilitate the arrangement and orderliness of the AGM/EGM, the shareholders of the Company are kindly requested to be at the venue of the AGM/EGM at the latest 15 (fifteen) minutes before the AGM commenced.
10. Shareholders who confer power of attorney through the e-Proxy facility can submit questions relevant to the agenda of the meeting to the Shares Registrar via email: corp@bimaregistra.co.id or in writing by letter and sent to the Shares Registrar Office no later than 3 (three) working days before the AGM/EGM was held, namely 16 June 2021. Questions that are not relevant to the agenda of the meeting will not be discussed at the meeting.
If the conditions of the spread of Covid-19 require the Company to make changes and/or additions to information related to the procedures for the conduct of the AGM/EGM, the Company will announce it.
Jakarta, 28 May 2021
Board of Directors of the Company