Press Release

 

ANNOUNCEMENT OF THE RESULT OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

The Board of Directors of the Company hereby announces that the Annual General Meeting of Shareholders (“AGMS”) and the Extraordinary General Meeting of Shareholders (“EGMS”) (AGMS and EGMS shall be collectively referred to as the “Meeting”) has been convened on Wednesday, 26 December 2018, at the Company’s Office at Wisma BNI 46, 27th Floor, Jl. Jenderal Sudirman Kav. 1, Jakarta, Indonesia, starting from 10.34 AM Western Indonesia Time until 11.05 AM Western Indonesia Time, with the following agenda:

AGMS Agenda

  1. Approval of the Company Board of Directors’ Annual Statement on the Company’s Business Activities and the Company’s Financial Administration for the Financial Year ending 31 December 2017;
  2. Approval of the Company’s Balance Sheet and Profit and Loss Statement for the Financial Year ending 31 December 2017;
  3. Approval on the use of Net Profit for the Financial Year ending 31 December 2017;
  4. Approval on the appointment of Public Accountant to examine/audit the Company’s Financial Statement for the Financial Year ending 31 December 2018.

EGMS Agenda

  1. Approval on the change of the composition of the Board of Directors of the Company; and
  2. Approval on the Amendment of the Company’s Articles of Association.

The Meeting is attended by 2 members of the Board of Directors, namely Mr. Novian Zein as Independent Director and Mr. Erwin Agung as Director. In addition, the total shares with valid voting rights which are present at the Meeting are in total of 3,554,736 shares or 98.74% of the total shares with valid voting rights.

The shareholders are given the opportunity to raise questions and/or opinions in relation to the agenda of the Meeting and until the Meeting is closed, there were no questions and/or opinions raised by the shareholders concerning the agenda of the Meeting.

The resolution of the Meeting is adopted in an amicable manner and if there were any dissenting votes, the resolution will be decided by votes. However, at the time of the adoption of the resolution, there were no dissenting votes over the proposed meeting resolution.

The meeting adopted the following resolutions:

  1. To accept and approve Company Board of Directors’ Annual Statement on the Company’s Business Activities and the Company’s Financial Administration for the Financial Year ending 31 December 2017, including the report on the Company Board of Commissioners’ supervisory duty, as well as to approve the Company’s Financial Statement for the financial year ending 31 December 2017 as audited by Public Accountant Office of “Tanudiredja, Wibisana & Rekan”, with unqualified opinion, and therefore to release and discharge the members of the Board of Directors and the Board of Commissioners of the Company from all duties and responsibilities (acquit et de charge) on management and supervisory duties during the financial year of 2017, insofar as those actions have been described in the Company’s Financial Statement for the financial year ending 31 December 2017;
  2. To accept and approve the Balance Sheet and Profit and Loss Statement of the Company for the financial year ending 31 December 2017 as audited by Public Accountant Office of “Tanudiredja, Wibisana & Rekan”, with unqualified opinion, and therefore to release and discharge the members of the Board of Directors and the Board of Commissioners of the Company from all duties and responsibilities (acquit et de charge) on management and supervisory duties during the financial year of 2017, insofar as those actions have been described in the Balance Sheet and Profit and Loss Statement of the Company for the financial year ending 31 December 2017;
  3. To approve the Company’s net loss for the financial year of 2017 and for, therefore, the Company will not distribute dividends for the financial year ending 31 December 2017;
  4. To approve to authorize the board of Commissioners of the Company to appoint Public Accounting Firm to examine/audit the Company’s Financial Statement for the financial year ending on 31 December 2018 and to determine the amount of honorarium for the said Public Accounting Firm and other requirements in relation to its appointment;
  5. To approve the resignation of Mr. Ashish Pal as the President Director of the Company as of 18 December 2018, with gratitude and the highest honor for the services given for the Company, therefore, to release and discharge him from all duties and responsibilities (acquit et de charge) on management and supervisory duties during his tenure;
  6. To approve the appointment of Mr. George Zaki as the Company’s President Director, as of the adjournment of this Meeting. Accordingly, the structure of the Company’s Board of Directors and Board of Commissioners is as follows:

    BOARD OF DIRECTORS:

    President Director:                       George Zaki
    Director:                                     Erwin Agung
    Director:                                     Ekert Kasey Ann
    Director & Independent Director:  Novian Zein

  7. To approve the amendment of Article 57 paragraph 4b of the Company’s Articles of Association which stipulates that “In case the President Director is not present or is absent due to any reasons that don’t have to be proven to any third party, 1 (one) member of the Board of Directors is entitled and authorized to act for and on behalf of the Board of Directors” in accordance with the prevailing laws and regulations.
  8. To provide authority and power to the Company’s Board of Directors to undertake all necessary action regarding the abovementioned resolutions, including to restate the resolution for the change of the composition of the Company’s Board of Directors and the resolution for the change of the Company’s Articles of Associations in a notarial deed and registered in the Company Register in accordance with the prevailing laws and regulations.


Jakarta, 28 December 2018
Board of Directors of the Company


ANNUAL GENERAL MEETING OF SHAREHOLDERS AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

We wish to inform the Shareholders that PT Merck Sharp Dohme Pharma Tbk. (formerly known as PT Schering-Plough Indonesia Tbk.) (“Company”), having its registered office in Jakarta, will convene Annual General Meeting of Shareholders and Extraordinary General Meeting of Shareholders on Wednesday, 26 December 2018 (the “Meeting”).

In accordance with the Company’s Articles of Association and the prevailing rules and regulations, the Meeting Invitation and agenda will be announced in 1 (one) newspaper on 3 December 2018.

Those eligible to be present or to be represented in the Meeting shall be the Shareholders whose name is registered in the Company’s Shareholder Register on 30 November 2018 until 16.00 Western Indonesia Time.

Any suggestions of the Shareholders will be incorporated into the Meeting agenda if they are in accordance with the provision of the Company’s Articles of Association, which among others stipulates that the suggestion is accepted by the Company’s Board of Directors at the latest on 26 November 2018.


Jakarta, 19 November 2018
Board of Directors of the Company


ANNUAL GENERAL MEETING OF SHAREHOLDERS AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

We wish to inform the Shareholders that PT Merck Sharp Dohme Pharma Tbk. (formerly known as PT Schering-Plough Indonesia Tbk.) (“Company”), having its registered office in Jakarta, will convene Annual General Meeting of Shareholders and Extraordinary General Meeting of Shareholders on Wednesday, 26 December 2018 (the “Meeting”).

In accordance with the Company’s Articles of Association and the prevailing rules and regulations, the Meeting Invitation and agenda will be announced in 1 (one) newspaper on 3 December 2018.

Those eligible to be present or to be represented in the Meeting shall be the Shareholders whose name is registered in the Company’s Shareholder Register on 30 November 2018 until 16.00 Western Indonesia Time.

Any suggestions of the Shareholders will be incorporated into the Meeting agenda if they are in accordance with the provision of the Company’s Articles of Association, which among others stipulates that the suggestion is accepted by the Company’s Board of Directors at the latest on 26 November 2018.


Jakarta, 19 November 2018
Board of Directors of the Company



PT MERCK SHARP DOHME PHARMA TBK

ANNOUNCEMENT THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS


It is hereby announced to the Shareholders of PT Merck Sharp Dohme Pharma Tbk (the "Company"), domiciled at Wisma BNI 46 Lt. 27, Jl. Jend. Sudirman Kav.1, Jakarta 10220 that the Company will hold an Extraordinary General Meeting of Shareholders (hereinafter referred to as the "Meeting") in Jakarta on Wednesday, 6 January 2021.

In accordance with the provisions of Article 17 paragraph 4 of the Company's Articles of Association and Financial Services Authority Regulation Number 15/POJK.04/2020 concerning Plans and Implementation of General Meeting of Shareholders of Public Companies ("POJK No. 15"), the invitation to the Meeting will be made on 15 December 2020 through 1 (one) daily newspaper in Indonesian with national circulation, the website of the Indonesia Stock Exchange, and the Company's website.

Those entitled to attend/represent the Meeting are the Company's Shareholders whose names are registered in the Company's Shareholders Register on December 14, 2020, 16.00 Western Indonesian Time (WIB) or the Company's shareholders in the securities sub-account PT Kustodian Sentral Efek Indonesia (KSEI) at the close of trading day on the Indonesia Stock Exchange (IDX) on December 14, 2020, 16.00 Western Indonesian Time (WIB).

One or more Shareholders who (together) represent 1/20 (one-twentieth) or more of the total number of shares of the Company with valid voting rights that have been issued by the Company may propose a meeting agenda. The proposal of the Company's Shareholders will be included in the agenda of the Meeting if it meets the provisions of Article 10 paragraph 3 of the Company's Articles of Association and Article 16 of POJK No. 15, namely:

a. The proposal is submitted in writing and received by the Board of Directors of the Company no later than 8 December 2020 At 17:00 Western Indonesian Time (WIB);

b. Accompanied by the reasons and materials for the proposed agenda items of the Meeting;

c. The proposal is an agenda item that requires Meeting Resolutions and does not conflict with statutory regulations; and

d. The proposal was made in good faith, taking into account the interests of the Company and directly related to the Company's business.


The announcement of this Meeting can also be accessed on the website of the Indonesian Central Securities Depository (www.ksei.co.id), the website of the Indonesia Stock Exchange (www.idx.co.id), and the Company's website (https://www.msd-indonesia.com).


Jakarta, November 30th, 2020

PT Merck Sharp Dohme Pharma Tbk

 

Board of Directors



INVITATION
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT MERCK SHARP DOHME PHARMA Tbk

The Board of Directors of PT MERCK SHARP DOHME PHARMA Tbk (“Company”) is domiciled in Central Jakarta, hereby invites the Company's Shareholders to attend the Extraordinary General Meeting of Shareholders (hereinafter the “Meeting”) which will be held by the Company on:

Day/Date : Wednesday, January 6, 2021
Time : 10.00 WIB until finished
Place : Wisma BNI 46, 27th floor JI. Jend. Sudirman Kav. 1 Central Jakarta 10220

Meeting Agenda and explanation of Meeting Agenda:

  • Change of Company Name
    Description of the Agenda :
    The Company intends to change its name. Based on Article 21 of Law Number 40 of 2007 concerning Limited Liability Companies (“UUPT”) in conjunction with Article 12 paragraph (2) of the Company's Articles of Association, the Company will seek shareholders' approval regarding the change of the Company's name, which was previously PT MERCK SHARP DOHME PHARMA Tbk to become PT ORGANON PHARMA INDONESIA Tbk.

Notes

  1. The Company does not send a separate invitation to the Shareholders of the Company. Based on Article 52 paragraph (1) Financial Services Authority Regulation No. 15/POJK.04/2020 regarding the Plan and Implementation of General Meeting of Shareholders of Public Companies (“POJK No. 15”), this invitation is an official invitation for the Company's Shareholders. This invitation can also be seen on the Company's website (https://www.msd-indonesia.com).
  2. With due observance to the provisions of the Government Regulation in Lieu of Law of the Republic of Indonesia No. 1 of 2020 concerning State Financial Policy and Financial System Stability for Handling the 2019 Corona Virus Disease (COVID-19) Pandemic and / or in the Context of Facing Threats that Endanger the National Economy and / or Financial System Stability, Regulation of the Minister of Health of the Republic of Indonesia No. 9 of 2020 concerning Guidelines for Large-Scale Social Restrictions in the Context of Accelerating Handling of Corona Virus Disease 2019 (COVID-19), Governor Regulation Number 33 of 2020 concerning Implementation of Large-Scale Social Restrictions in Handling Corona Virus Disease 2019 (COVID-19) in Special Region Provinces The capital city of Jakarta, Article 27 POJK No. 15 and as a preventive measure / prevention of the spread of the COVID-19 outbreak globally, the Company hereby encourages all Shareholders to attend the Meeting by giving proxy through e-Proxy provided by the Indonesian Central Securities Depository (“KSEI”) system. For scripless Shareholders whose shares are in the collective custody of KSEI or by filling out a Power of Attorney form provided by the Company which can be requested via email. The Company prepares power of attorney to Shareholders, namely Conventional Power of Attorney which can be requested via the Company's email (sari.riska.hegar@merck.com) or Electronic Power of Attorney via e-Proxy which can be accessed on the eASY.KSEI platform via (www.ksei.co.id):
    1. Conventional Power of Attorney - a power of attorney form covering voting and questions for each agenda item of the Meeting, a Power of Attorney that has been completed and signed by the Shareholders along with supporting documents submitted to the Company no later than 26 October 2020 at 16.00 WIB via email to (sari.riska.hegar@ merck.com).
    2. E-Proxy through eASY.KSEI - an authorization system provided by KSEI.
  3. Pursuant to Article 26 paragraph (2) of the Company's Articles of Association, those entitled to vote at the Meeting are the Company's Shareholders whose names are registered in the Shareholders Register (“DPS”) of the Company or the holders of securities account balances in KSEI Collective Custody on Friday, 14 December 2020 at 16.00 WIB.
  4. For the Shareholders of the Company whose shares are placed in the collective custody of KSEI, a Written Confirmation for the Meeting (“KTUR”) can be obtained at the securities company or at the Custodian Bank where the Company's Shareholders open their securities accounts.
  5. Shareholders who are not present can be represented by their proxies through e-proxy as mentioned above and/or represented by their proxies at the Meeting by bringing a Power of Attorney provided that members of the Board of Directors, members of the Board of Commissioners and employees of the Company can act as proxies for the Company's shareholders in This meeting, however, the votes they cast are not taken into account in the voting. The Power of Attorney Form can be obtained every working hour at the Company's Securities Administration Bureau (“BAE”), PT Ficomindo Buana Registrar, Jl. Jend Sudirman Kav 75 Setiabudi No.3, RT.2 / RW.2, Kuningan, Karet Kuningan, Kuningan, South Jakarta City, Special Capital Region of Jakarta 12910 Tel: (021) 22638327.
  6. Shareholders or their proxies who will attend the Meeting are requested to bring and submit a copy of valid Identity Card or Other Identification to the registration officer before entering the Meeting room.
  7. Shareholders of companies in the form of legal entities such as Limited Liability Companies, Foundations or Pension Funds must bring a complete photocopy of their Articles of Association and the latest management structure.
  8. In accordance with the provisions in Article 18 POJK No. 15, the material for the agenda of the Meeting is available from the date of the Meeting Invitation to the convening of the Meeting which can be accessed and downloaded through the Company's website (https://www.msd-indonesia.com).
  9. The Meeting will be broadcast live via the webex link that will be provided and shareholders can watch the meeting through this link which will be informed on the Company's website (https://www.msd-indonesia.com).

In relation to preventing the spread of COVID-19, the Company will establish health procedures in accordance with the direction of the Building Management Task Force Team, which are as follows:

  1. Shareholders or Shareholders who continue to come to the meeting location must follow the 3M protocol (Wearing a Mask, Keeping Distance, and Washing Hands) and be at the venue no later than 30 (thirty) minutes before the Meeting starts or at 09.30 WIB.
  2. Shareholders or Shareholders who will attend the Meeting are required to submit a Rapid Test (Non-Reactive)/Swab Test (Negative) Certificate which is valid within 14 (fourteen) days.
  3. The Company does not provide a Rapid Test / Swab Test at the venue where the Meeting is held.
  4. Shareholders or Proxy of Shareholders are requested to conduct a thermal check at the location provided by the building management before entering the Meeting Room and if they do not comply with the building management's health protocol, they are not allowed to enter the Meeting Room.
  5. Shareholders or Shareholders with health problems such as flu / cough / fever / sore throat / shortness of breath are not allowed to enter the Meeting Room.
  6. Shareholders or Shareholders who will attend the Meeting must complete a Health Declaration Form which can be requested via the Company's email (sari.riska.hegar@merck.com) and then submit it to the officer before entering the Meeting Room. If you do not meet the requirements stated in the Health Declaration Form, you are not allowed to enter the Meeting Room.
  7. The Meeting will apply physical distancing with a distance of at least 2 (two) meters. Meeting participants are advised not to shake hands or touch directly.
  8. Participants who are allowed to attend maximum of 5 people, if the attendee has reached the maximum limit then other participants are not allowed to enter the meeting room.
  9. Considering that the Meeting was held in a physical distancing situation, the Company did not provide food and drinks at the time of the Meeting.

Jakarta, 15 December 2020
PT Merck Sharp Dohme Pharma Tbk
Board of Directors