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EXTRAORDINARY GENERAL SHAREHOLDERS MEETING PT SILOAM INTERNATIONAL HOSPITALS TBK
PT Siloam International Hospitals Tbk (the "Company") will convene an Extraordinary Meeting of Shareholders (the "Meeting") on:
Day/Date : Monday, 4 September 2017 Time : 10.00 WIB – finish
Venue : Mahogany Room, Hotel Aryaduta Lippo Village 401 Boulevard Jenderal Sudirman
Lippo Village 300, Tangerang 15811 Agendas :
1. Approval on the plan of the Company to undertake a capital increase by way of Rights Issue, in accordance with OJK Regulation No. 32/POJK.04/2015 on Capital Increase of Publicl Companies By Rights Issue (“LimitedOffering II”),
including:
a. Approval on amendment to the Articles of Association of the Company in respect of the increase of issued capital and paid up capital of the Company for purposes of Limited Offering II; and
b. Grant of authorization with the right of substitution to the Board of Directors of the Company to carry out all actions necessary in relation to Limited Offering II, including but not limited to preparing or requesting to prepare notarial deeds, letters or documents as may be required, appearing before the authority or government officials including notary, making applications to the relevant authority in order to obtain approval or making reports to the relevant authority and making registration in the company’s registry in accordance with the prevailing laws and regulations.
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RULES OF ORDER OF THE
EXTRAORDINARY GENERAL SHAREHOLDERS MEETING OF PT SILOAM INTERNATIONAL HOSPITALS TBK
1. Meeting will be held in the Indonesian Language subject to the prevailing laws and regulations and the Company's Articles of Association.
2. In accordance with Article 22 paragraph 1 of the Company's Articles of Association, the Meeting will be chaired by one of the members of the Board of Commissioners appointed by the Board of Commissioners. The Board of Commissioners have appointed Mr . Theo L. Sambuaga as an Commissioner as the chairman of the Meeting (hereinafter referred to as the "Chairman of the Meeting").
3. Participants of the meeting are:
a. The shareholders whose names are registered in the Register of Shareholders on Wednesday, 9 August 2017 until 16:00 Western Indonesian Time or their appointed proxy-holders or the shareholders of the Company on the securities sub account in the collective custody of PT Kustodian Sentral Efek Indonesia on the closing of the share trading on 9 August 2017, which has the right to ask questions, express opinions and cast votes in the Meeting. The shareholders or their appointed proxy-holders present at the Meeting valid hereinafter will be referred to as the "Shareholders".
b. Invitees, who are the parties which are not the Shareholders of the Company, whose attendance are based on the invitation from the Board of Directors and does not have the right to ask questions, express opinions or vote at the Meeting. The invitees may only ask questions or express opinions unless requested by the Chairman of the Meeting.
4. The Chairman of the Meeting is entitled to ask the attendees of this Meeting to prove his/her rights to be present and to vote.
5. All items on the Meeting agenda will be discussed on a continuous basis.
6. After finished discussing each item on the Meeting agenda, the Shareholders are given the opportunity to deliver questions, opinions, proposals or suggestions related to the items of the meeting agenda being discussed.
7. The Chairman of the Meeting will provide an opportunity to the Shareholders to ask questions and/or express their opinions before a voting will be held regarding the related item on the Meeting agenda, with the following procedure:
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b) The Chairman of the Meeting will provide his/her answers or responses one by one on the questions delivered by the Shareholders with the relevant item of the Meeting agenda. The Chairman of the Meeting is able to request the Board of Directors' or other parties' assistance to answer the relevant question.
8. For each item on the Meeting agenda, the Shareholders will be given an opportunity to do a question and answer session within 10 (ten) minutes time and can be extended if deemed necessary by the Chairman of the Meeting.
9. Decision-making will be done after all the questions are answered and/or after the question and answer session is completed.
10. The decision will be taken based on consensus. If no consensus is reached, the decision making will be done through voting.
11. In accordance with Article 23 paragraph 1 letter a of the Articles of Association of the Company, the Meeting is valid and can adopt valid and binding resolution if attended by the Shareholders representing more than 1/2 (one half) of the number of issued and paid up capital in the Company with valid voting rights and the resolution is agreed by more than 1/2 (one half) part of the votes validly casted in the Meeting.
12. The voting is done by raising hands with the following procedure:
a. Each share entitles its holder to issue 1 (one) vote. If a Shareholder has more than 1 (one) share, then he is only required to vote one (1) time and that vote that represents all the shares owned or represented.
b. The voting will be done as follows:
(1) those who voted against will be asked to raise their hands;
(2) those that voted for abstention (blank votes) will be asked to raise their hands; and (3) those who do not raise their hands will be considered to agree with the proposal
submitted.
c. Blank votes or abstention is considered as the same vote to the vote casted by the majority of Shareholders.
d. Invalid votes are considered non-existent and not counted in determining the number of votes cast at the Meeting.
e. Proxy-holders appointed by the Shareholders who are authorized to vote abstain or against or any other vote, if, when at the time of decision making by the Chairman of the Meeting, the proxy-holders does not raise their hands to vote abstain or against, they are deemed to approve all of the proposals submitted.
14. If there is a Shareholder who left the room at the time of the voting, then the concerned deemed to approve all of the decisions that have been taken.
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will still be allowed to attend the Meeting but will not be allowed to ask questions and their vote will not be calculated.
16. For the order of the Meeting, the Meeting participants and attendees are requested to switch off mobile phones or to activate silent mode.
17. These rules will be applicable when the meeting is opened by the Chairman of the Meeting until the meeting is closed by the Chairman of the Meeting.
18. Other matters which have not yet covered in this rules will be determined later by the Chairman of the Meeting.
Tangerang, 4 September 2017
