Notice of Extraordinary General Meeting 2017
21 November 2017NOTICE FOR
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF PT. TAISHO PHARMACEUTICAL INDONESIA TBK
(the “Company”)
The shareholders of the Company are hereby invited to attend the Extraordinary General Meeting of Shareholders (“EGM”) on:
Day/Date : Wednesday, 13 December 2017
Venue : Mercantile Athletic Club, 18th Floor,
World Trade Center Building,
Jalan Jend. Sudirman Kav. 31,
Jakarta 12920
Time : 09.30 West Indonesia Time – finished
Agenda items : 1. Request for approval of the Company's plan to delist all of its shares in the Indonesia Stock Exchange (Delisting), including the approval of the appointment of Independent Appraisers and the results of the appraisal conducted by an Independent Appraiser.
Explanation:
The first agenda item shall be discussed and approved by the EGMS as required by the provisions of number III.2.1.2. and number III.2.4.3 of Rule Number I-I concerning Delisting and Relisting of Shares in Stock Exchange ("Delisting Rule"). The delisting will be made againsts all shares issued by the Company which have been listed on the Indonesia Stock Exchange which consist of Series A shares and Series B shares
2. Request for approval of the Company's shares buy-back plan for the purpose of Delisting implementation.
Explanation:
The shares buy-back to be discussed and seek for approval in the second agenda of the EGMS is a part of the Delisting process. That the provision of number III.2.1.3 of the Delisting Rules requires the Listed Company (in this case the Company) or other appointed party, shall purchase shares from the shareholders who do not approve the EGM's decision on Delisting, and it is decided that those who will buy shares from shareholders which do not approve the EGM's decision on Delisting is the Company itself, so that the shares buy-back process shall be an integral part of the Delisting process.
3. Request for approval of the amendment of the Company's Articles of Association as a result of the implementation of Delisting.
Explanation:
The third agenda item shall be discussed in the EGMS to approve amendments in the provisions of the Company's Articles of Association which are no longer relevant as a result of Delisting
NOTES:
1. In connection with the EGM, 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.
2. The maetrials to be discussed in EGM and other documents related to the implementation of the EGM 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 EGM.
3. The shareholders who are entitled to be present at the EGM are the Company’s shareholders whose names are registered in the Register of Shareholders of the Company on 20 November 2017 at 16:00 West Indonesia Time or their lawful attorney.
4. The Company’s shareholders whose shares have not been deposited in the Collective Depository who will attend the EGM, 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 EGM. 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.
5. (a).The Company’s shareholders who are not able to attend the EGM, 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 EGM, 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 EGM 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 EGM, namely 8 December 2017.
6. The Company’s shareholders which are legal entities (“Legal Entity Shareholders”) can be represented in the EGM 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 EntityShareholders prevailing at the EGM, 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 Shareholdershaving their offices at the EGM 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 5.(b) above, at the latest 3 (three) business days prior to the EGM is re held, namely8 December 2017.
7. To facilitate the smooth conduct EGM, the Company’s shareholders are kindly requested to be present at the venue of the EGM at the latest 15 (fifteen) minutes prior to the EGM being commenced.
Jakarta, 21 November 2017
The Board of Director of the Company