June 03, 2020
Back To List

INVITATION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS PT PHAPROS TBK

INVITATION OF

THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

PT PHAPROS TBK

 

The Board of Directors of PT Phapros Tbk (the “Company”), domiciled in Semarang, hereby invites the Shareholders of the Company to attend the Annual General Meeting of Shareholders of the Company for the Financial Year of 2019 (the “Meeting”), which will be held on:

Day/Date        : Thursday, 25 June 2020

Time             : 10.00 AM Western Indonesian Time - finish

Place            : Ruang Serba Guna

                    Menara Rajawali Lt. 4 Podium

                    JL. DR Ide Anak Agung Gde Agung Lot #5.1

                    Kawasan Mega Kuningan

Jakarta Selatan 12950 – Indonesia

 

with the following Meeting agenda:

  1. Approval of the Company's Annual Report for the Financial Year of 2019 including the Company's Activity Report and the Supervisory Task Report of the Board of Commissioners and Ratification of the Company's Financial Statements for Fiscal Year 2019 as well as the granting of full release and discharge (acquit et de charge) to the Directors and Board of Commissioners of the Company for their management and supervisory duty during the Financial Year of 2019.
  2. Determination on the appropriation of the Company’s net profit for Financial Year of 2019.
  3. Determination of tantiem (bonuses) for the Board of Directors and the Board of Commissioners of the Company for the Financial Year of 2019 and salaries/honorarium including facilities and incentives for the Financial Year of 2020.
  4. Appointment of the public accountant firm to conduct an audit of the Company’s Financial Statements for Financial Year of 2020.
  5. Approval of the implementation of joint guarantee in the framework of obtaining funding through banking and non-banking which is an affiliated transaction as referred to in Regulation IX.E.1 and has a material value as referred to Regulation IX.E.2 jo POJK No. 17 / POJK.04 / 2020.
  6. Approval of the change in the management of the Company.

 

Explanation regarding the Meeting agenda:

  1. Agenda 1 to 4 are regularly held in the Annual General Meeting of Shareholders of the Company in accordance with the provisions of Law Number 40 of 2007 regarding Limited Liability Company and Articles of Association of the Company.
  2. Agenda 5 is in accordance with the policy of PT Kimia Farma Tbk business group regarding the Use of the Financing Facility Line owned by PT Kimia Farma Tbk from the bank, which is used by the Company together with the subsidiary entity PT Kimia Farma Tbk. The financial statements of business groups including the Company are consolidated in the Financial Statements of PT Kimia Farma Tbk, with a cross guarantee (joint guarantee) is thus an Affiliated Transaction referred to in Regulation No. IX.E.1 with a material amount as referred to in Regulation IX.E.2 jo POJK No. 17 / POJK.04 / 2020.
  3. Agenda 6 is the change in the management of the Company.

 

NOTES:

  1. The Company does not send a separate invitation letter to Shareholders because this Invitation is valid as an official invitation to the Company’s Shareholders.
  2. The Sareholders who have the right to attend the Meeting are the Shareholders whose names are duly registered within the Company’s Share Registry and/or Shareholders of the Company whose sub-accounts at PT Kustodian Sentral Efek (“KSEI”) by the close of trade at the Indonesia Stock Exchange on Tuesday, 2 June 2020.
  3. The Company urges Shareholders who are entitled to attend the Meeting whose shares are included in KSEI’s collective custody, to authorize the Company’s Securities Administration Bureau/Shares Registrar, PT Datindo Entrycom through KSEI’s Electronic General Meeting System (eASY.KSEI) facility in https://akses.ksei.co.id/ which is provided by KSEI as an electronic proxy/power attorney mechanism in relation to the Meeting process.

In the event that Shareholders will attend the Meeting outside eASY.KSEI mechanism, the Shareholders can download the power of attorney form from the Company’s website www.phapros.co.id which can be filled and sent with the subject “GMS Power of Attorney” via e-mail to andry.pramono@phapros.co.id.

  1. The Shareholders or their Proxies who will attend the Meeting shall submit the photocopies of their National Identity Card (Kartu Tanda Penduduk or KTP) or other proof of indentity to the registration officer prior entering Meeting room. For Shareholders that are in the form of Legal Entities are required to bring a photcopy of their Articles of Association and the amendments including the latest Board structure.
  2. The Company will provide the material for each Meeting agenda (except for the materials relating to Agenda 6 of the Meeting) through the Company's website www.phapros.co.id. Shareholders who are entitled to attend have the right to submit questions regarding the agenda of the Meeting via corporate e-mail corporate@phapros.co.id. The question will be submitted at the Meeting by the Power of Attorney and recorded in the Minutes of the Meeting compiled by the Notary, and answers to those questions will be delivered to Shareholders' e-mail no later than 3 working days after the Meeting.
  3. Notary, assisted by the Company’s Shares Administration Bureau/Shares Registrar, will check and count votes for each agenda in decision for each agenda, including those votes submitted by the Shareholders through eASY.KSEI as referred to point (2) above, as well as those presented at the Meeting.
  4. In order to supporting the Government's attempts to prevent the spread of Covid-19 and to create a safe and healthy environment, the Company hereby again calls on the Shareholders to attend the Meeting by providing a Power of Attorney. However, it does not intend to deter Shareholders who are willing to attend directly to the Meeting, with due regard and must comply with health procedures that are applied in accordance with Government Protocols in the framework of implementing the prevention of the spread of Covid-19 implemented by the building manager or local authority and health procedures in accordance Government directives, as follows:
  1. In this Meeting the Company implements physical distancing and urges the Shareholders and participants of the Meeting not to shake hands or in any other way directly contact;
  2. Shareholders or Proxies who come to the Meeting location must wear masks and have been at the venue no later than 60 minutes before the Meeting starts;
  3. Shareholders or Proxies are requested to do a thermal check at the location provided by the building manager before entering the building and meeting room;
  4. Shareholders or Proxies with health problems such as flu / cough / fever / sore throat / shortness of breath are not allowed to enter the meeting room;
  5. The Company does not provide food and beverages, printed Annual Reports or souvenirs/gift to Shareholders who attend the Meeting.

 

Jakarta, 3 June 2020

PT PHAPROS Tbk

Board of Directors

Back To List