Notice of AGM 201830 April 2018
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 : Wednesday, 23 May 2018
Venue : Mercantile Athletic Club, 18th Floor,
World Trade Center Building,
Jalan Jend. Sudirman Kav. 31,
Time : 14.00 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 2017.
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 2018.
4. Change in the composition of the Board of Directors of the Company and determination of salaries and allowancesof 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 plan to increase the number of members of the Board of Directros, so that it is necessary to resolve its appointment at the AGM.
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 materials 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 Company on 27 April 2018 at 16:00 West Indonesia Time or their lawful attorney.
5. The proposed resolutions for all agenda items of the AGM should be adopted by deliberation to reach consensus. In the event that resolutions based on deliberations to reach consensus is not reached, then the resolutions for all agenda items of the AGM must be taken by vote based on the affirmative votesmore than ½ (one half) of the number of votes validly issued in the AGM.
6. 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.
7. (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 ofCommissioners 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 18 May 2018.
8. 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 7.(b) above, at the latest 3 (three) business days prior to the AGM is re held, namely 18 May 2018.
9. 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, 30 April 2018
The Board of Director of the Company