August 03, 2019
Invitation Extraordinary General Meeting of Shareholders PT Phapros Tbk
The Directors of PT Phapros Tbk (hereinafter referred to as the "Company") hereby invite the Shareholders of the Company to attend the Extraordinary General Meeting of Shareholders (hereinafter referred to as the "Meeting") to be held on:
Day : Monday
Date : August 26, 2019
Time : 9:00 a.m. - finished
Venue : Dua Mutiara Ballroom 3 JW Marriott Hotel
Jl. DR Idea Anak Agung Gde Agung Kav E.1.2 No 1 & 2
Mega Kuningan Region, South Jakarta 12950
AGENDA OF MEETING:
- Amendment to the Company's Articles of Association.
- Additional capital with Pre-emptive Rights (HMETD).
- Changes of the Company’s Management Structure.
EXPLANATION OF AGENDA:
- First Agenda:
- Amendments to the Articles of Association of the Company, among others, in order to fulfill the provisions of the Ministry of Law and Human Rights of the Republic of Indonesia and the Coordinating Ministry of Economic Affairs of the Republic of Indonesia concerning the Implementation of Online Single Submission (OSS) and Head of Central Bureau of Statistics Regulation Number 95 Year 2015 as amended by the Head Regulation Central Bureau of Statistics Number 19 of 2017 concerning the Standard Classification of Indonesian Business Fields, the Company will implement adjustments to Article 3 of the Articles of Association concerning the Purpose and Objectives as well as its business activities.
- Affirming the composition of shareholders in connection with the acquisition of shares by PT Kimia Farma (Persero) Tbk based on:
- OJK Letter to the Directors of PT Kimia Farma (Persero) Tbk, Number S-17/D.04/2019 dated 13 February 2019 concerning Responses to Plans to Take Over Shares of PT Phapros Tbk by PT Kimia Farma (Persero) Tbk;
- Share Sale and Purchase Deed Between PT Rajawali Nusantara Indonesia (Persero) and PT Kimia Farma (Persero) Tbk No. 31 Dated March 27, 2019.
- Compile and restate the entire Articles of Association of the Company.
- Second Agenda:
Done in connection with the Company's plan to conduct a limited public offering by providing Preemptive Rights in accordance with the Financial Services Authority Regulation No. 32/POJK.04/2015 dated 16 December 2015 concerning Capital Increase of Open Companies by Providing Pre-emptive Rights jo. Financial Services Authority Regulation No. 14/POJK.04/2019 dated 30 April 2019 concerning Amendment to the Regulation of the Financial Services Authority No. 32/POJK.04/2015 concerning Increasing Capital of Public Companies by Giving Pre-emptive Rights.
- Third Agenda:
Changes in the Management Structure of the Company.
- Plans and procedures for organizing Company Meetings carried out based on the mandate of the Financial Services Authority Regulation No. 32/POJK.04/2014 concerning Plans and Organizations of General Meeting of Shareholders of Public Companies.
- Those entitled to attend or be represented at the Meeting are those whose names are registered in the Register of Shareholders of the Company until August 2, 2019 at 16.00 WIB.
- Material of the meeting agenda is available on the Company's website http://www.phapros.co.id. Copies of these materials can also be obtained at the written request of the shareholders by attaching a copy (photocopy) of the identity of the shareholder and a copy (copy) of the Share Certificate (if the shares are in the form of script) that can be submitted to the Company's Corporate Secretary no later than 3 (three) working days before the Meeting, to the address of the Company at Rajawali Tower 17th floor, Jl. DR. The idea of Anak Agung Gde Agung, Mega Kuningan Region, South Jakarta 12950, telephone (021) 576-2709.
- The Shareholders who will attend the Meeting are asked to submit a Written Confirmation for the General Meeting of Shareholders (KTUR) to the Company's officers before entering the Meeting Room.
- KTUR will be sent to the e-mail address of each Shareholder by the shareholders' securities.
- Shareholders unable to attend can be represented by their proxies with a Power of Attorney with a stamp of Rp. 6,000. The Power of Attorney Form can be obtained every working day from today in the office of the Company, and the original Power of Attorney must be received again by the Board of Directors of the Company no later than August 19, 2019, with:
- Photocopy of valid Power of Attorney identification;
- Photocopy of valid Authorization Identity Card;
- KTUR or a photocopy of a Stock Certificate (if the shares are still in the form of script) the Proxy Giver.
- Members of the Board of Directors, Members of the Board of Commissioners, and Employees of the Company may act as the attorney of the Shareholders, but the votes they issue as power of attorney in the Meeting are not counted in the voting.
- Only Shareholders or their proxies are permitted to enter into the Meeting Room, and to make arrangements easier and to order the Meeting, the Shareholders or their proxies are respectfully requested to be in place 30 minutes before the Meeting begins.
- This meeting call is also posted on the Company's website phapros.co.id.
Semarang, August 3, 2019
PT PHAPROS Tbk
BOARD OF DIRECTORS
Note: Advertisement of Invitation EGMS was published in Bisnis Indonesia daily published on Saturday, August 3, 2019