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