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20240115_INAF_Ringkasan Risalah//Risalah RUPS_31569015_lamp1.pdf
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indofarma Member of Biofarma Group ANNOUNCEMENT SUMMARY OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS PT INDOFARMA Tbk Hereby, the Board of Directors of PT Indofarma Tbk (the “Company”), announces the Summary of the Minutes of the Extraordinary General Meeting of Shareholders of the Company (“EGMS” or “Meeting”) which held on Thursday, January 11", 2024, at Kimia Farma Corporate University - Jl. Cipinang Cempedak I Number 36, East Jakarta, 13340, from 15.33 WIB to 16.14 WIB, as submitted by Notary M. Nova Faisal, S.H., M.Kn, in letter No. 10/1/2024 dated January 12", 2024 Subject: Summary of Minutes of Extraordinary General Meeting PT Indonesia Farma Tbk abbreviated PT Indofarma Tbk. A. The Company's Board of Commissioners and Directors who were physically present (offline) at the Meeting were as follows: Board of Commissioners: President Commissioner : Laksono Trisnantoro Commissioner : Didi Agus Mintadi Independent Commissioner : Teddy Wibisana Board of Directors: President Director : Agus Heru Darjono Director of Finance, Risk Management & Human Resources : Ariesta Krisnawan Director of Production & Supply Chain : Jejen Nugraha Director of Sales & Marketing : Kamelia Faisal Auorum: - For the First Agenda, in accordance with the provisions of Article 25 paragraph 2 letter a of the Articles of Association, Article 102 Laws of the Republic of Indonesia Number 40 of 2007 concerning Limited Liability Companies (“Company Law”) and Article 43 letter a Regulation of the Financial Services Authority of the Republic of Indonesia Number 15/POJK.04/2020 concerning Planning and Organizing General Meetings of Shareholders of Public Companies (“POIK Number: 15/2020”), the Meeting can be held if attended by Shareholders or their proxies, at least 3/4 (three guarters) of the total number of shares with valid voting rights. - Decisions, in accordance with the provisions of Article 25 paragraph 2 letter a, Article 43 letter b POJK Number: 15/2020, are valid if approved by the Shareholders present and/or represented at this Meeting, whether present representing more than 3/4 (three guarters) of the total number of shares with valid voting rights present at the Meeting. - For the Second Agenda, in accordance with the provisions of Article 88 of the Company Law, the Meeting can be held if attended by shareholders or their proxies who are present representing at least 2/3 (two thirds) of the total number of shares with valid voting rights.
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- Decisions, in accordance with the provisions of Article 88 of the Company Law, are valid if approved by the Shareholders present and/or represented at this Meeting representing at least 2/3 (two thirds) of the total number of shares with valid voting rights present in the Meeting. - For the Third Agenda, in accordance with the provisions of Article 25 paragraph 4 of the Articles of Association, Article 86 paragraph (1) Company Law and Article 41 paragraph (1) POJK Number: 15/2020, the Meeting is valid if attended by Series A Dwiwarna Shareholders and/or the Largest Series B Shareholders who have received power of attorney from the Series A Dwiwarna Shareholders and other Shareholders and/or their authorized representatives, who together represent more than 74 (one half) of the total number of shares with valid voting rights. - Decisions, in accordance with the provisions of Article 25 paragraph 4 of the Articles of Association, Article 86 paragraph (1) Company Law and Article 41 paragraph (1) POJK Number: 15/2020, are valid if approved by the Shareholders present and/or represented in this Meeting consisting of the Series A Dwiwarna Shareholders and/or the Largest Series B Shareholders who have received power of attorney from the Series A Dwiwarna Shareholders and other Shareholders and/or their authorized representatives, who together represent more than 4 ( one half) part of the total number of shares with valid voting rights present at the Meeting. - Based on the Attendance List that we received from PT Datindo Entrycom as the Company's Securities Administration Bureau, we can report that Shareholders and/or their proxies were present, both physically present (offline), electronically (online) and those who provided physical power of attorney (offline) or electronic proxy (e-Proxy) through the KSEI Electronic General Meeting System (eASY.KSEI), in this Meeting there are 1 (one) Series A Dwiwarna share and 2,925,972,599 (two billion nine hundred and twenty five million nine hundred seventy two thousand five hundred ninety nine) Series B shares or a total of 2,925,972,600 (two billion nine hundred twenty five million nine hundred seventy two thousand six hundred) shares, representing 94.404 (ninety four point forty percent) of 3,099,267,500 (three billion ninety nine million two hundred sixty seven thousand five hundred) shares, one of which is Series A Dwiwarna Share, with a nominal value of Rp100,- (one hundred Rupiah), which is the total shares that have been issued by the Company to date. - Thus, the attendance guorum for this Meeting has been met to be held and valid and binding decisions can be made for all Agenda items. Agenda of the EGMS and Description: 1. Secure the Company's Wealth, which is More than 50 (Fifty Percent) of the Company's Net Worth. . A brief description: In accordance with the provisions of Article 12 paragraph 9 of the Company's Articles of Association and Article 102 of Laws of the Republic of Indonesia Number 40 of 2007 concerning Limited Liability Companies as amended from time to time, the Board of Directors is obliged to reguest the approval of the General Meeting of Shareholders to encumber the Company's net assets, which is more than 5096 (fifty percent) of the Company's net assets in 1 (one) transaction or more, whether related to one another or not, except as an implementation of the Company's business activities, in accordance with Article 3 of the Company's Articles of Association. 2 A
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2. Amendments to the Company's Articles of Association. A brief description: a. In accordance with the provisions of Article 28 paragraphs 2 and 3 of the Company's Articles of Association, that changes to the Articles of Association are determined by the General Meeting of Shareholders and the agenda regarding changes to the Articles of Association must be clearly stated in the invitation to the General Meeting of Shareholders. b. Adjustments to the periodic submission of Financial Reports to the Capital Markets Authority in accordance with Financial Services Authority Regulation Number 14/POJK.04/2022 concerning Submission of Periodic Financial Reports for Issuers or Public Companies. Cc. Increasing the parenting function of Shareholders in the Company. 3. Changes in the Composition of the Company's Management. A brief description: a. In accordance with the provisions of Article 11 paragraph 10 of the Company's Articles of Association, that members of the Board of Directors are appointed and dismissed by the General Meeting of Shareholders, in which the General Meeting of Shareholders is attended by Series A Dwiwarna shareholders and the decision of the General Meeting of Shareholders must be approved by the Series A Dwiwarna shareholders. The Board of Directors is appointed by the General Meeting of Shareholders from the candidates proposed by the Series A Dwiwarna shareholder, which nomination is binding to the General Meeting of Shareholders. This provision also applies to the General Meeting of Shareholders held in order to revoke or confirm the decision to temporarily dismiss members of the Board of Directors. b. In accordance with the provisions of Article 14 paragraph 12 of the Company's Articles of Association, that members of the Board of Commissioners are appointed and dismissed by the General Meeting of Shareholders, where the General Meeting of Shareholders is attended by Series A Dwiwarna shareholders and the decision of the General Meeting of Shareholders must be approved by Series A Dwiwarna shareholders. The members of the Board of Commissioners are appointed by the General Meeting of Shareholders from the candidates proposed by the Series A Dwiwarna shareholder, which nomination is binding on the General Meeting of Shareholders. This provision also applies to the General Meeting of Shareholders held in order to revoke or strengthen the decision to temporarily dismiss members of the Board of Commissioners. Cc. Asa follow-up to the resignation of Mrs. Kamelia Faisal as Director of Sales & Marketing of the Company. Opportunity for Auestions and Answers and/or Opinions at the Meeting: At each Meeting Agenda, there is an opportunity for guestions and answers. b. Shareholders have the right to express opinions and/or ask guestions and vote in each Meeting Agenda. c. Shareholders or their proxies have 3 (three) opportunities to submit guestions and/or opinions in each discussion session for each Meeting Agenda. d. The Chairperson of the Meeting can limit the time in the guestion and answer session for each Meeting Agenda. e. Ouestions, opinions, and/or suggestions are submitted in writing, briefly and clearly, for shareholders who are present electronically through eASY.KSEI and for those who are physically present by filling out the provided guestion form and are only related to the Meeting Agenda. “
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f. Submission of guestions, opinions, and/or suggestions submitted orally cannot be responded to. g. The process for submitting guestions and/or opinions to Shareholders electronically at the Meeting via @ASY.KSEI, is as follows: 1) Ouestions and/or opinions are submitted via the chat feature in the "Electronic Options" column available in the E-Meeting Hall screen at eASY.KSEI: 2) @uestions and/or opinions can be submitted as long as the General Meeting Flow Text column has the status “discussion started for agenda item no |...)”. h. Provisions for submission of guestions and/or opinions for Shareholders who are physically present (off line) at the Meeting are as follows: 1) Shareholders write down their names, the number of shares they own, as well as their guestions and/or opinions, 2) Forthe power of attorney, the written submission must be accompanied by a description of the name of the Shareholder and the size of the share ownership, followed by guestions and/or related opinions. i. @uestions, opinions, and/or suggestions that have been submitted will be examined for their validity/authority by a Notary. ji. The Chairperson of the Meeting has the right to refuse to answer guestions, opinions and/or suggestions that are not related to the Meeting Agenda being discussed or those that have been previously asked. k. Members of the Board of Commissioners or Directors or parties appointed by the Chairperson of the Meeting will answer guestions or respond to the opinions and/or suggestions that have been read out. I. The Chairperson of the Meeting has the authority to take the necessary actions if there are participants in the Meeting who are considered to be disrupting the smooth and orderly agenda of this Meeting. Decision Making Mechanism: a. For each Meeting Agenda, voting will be carried out for decision making. b. Meeting decisions are taken by deliberation to reach a consensus. If deliberations for consensus are not reached, a vote will be held, provided that: - For the First Agenda, in accordance with the provisions of Article 25 paragraph 2 letter a of the Articles of Association, Article 43 letter b POJK Number: 15/2020, it is valid if approved by the Shareholders present and/or represented at this Meeting representing more than 3/4 (three gUarters) of the total number of shares with valid voting rights present at the Meeting. - For the Second Agenda, in accordance with the provisions of Article 88 of the Company Law, it is valid if approved by the Shareholders present and/or represented at this Meeting who represent at least 2/3 (two thirds) of the total number of shares with rights valid votes present at the Meeting. - For the Third Agenda, in accordance with the provisions of Article 25 paragraph 4 of the Articles of Association, Article 86 paragraph (1) Company Law and Article 41 paragraph (1) POJK Number: 15/2020, it is valid if approved by the Shareholders present and/ or represented at this Meeting consisting of the Series A Dwiwarna Shareholders and/or the Largest Series B Shareholders who have obtained power of attorney from the Series A Dwiwarna Shareholders and other Shareholders and/or their authorized representatives, who together represent more than 4 (one half) of the total number of shares with valid voting rights present at the Meeting. ' "a 4
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C. Voting for the Meeting Decisions will be carried out by "Raising Hands" with the following conditions: 1) 2 3) 4) 5) 6) Those who disagree and abstain/blank will be asked to raise their hands and submit their voting cards. Those who do not raise their hands are deemed to have voted in agreement. In accordance with Article 25 paragraph 11 of the Company's Articles of Association and Article 47 POJK Number: 15/2020, shareholders of shares with valid voting rights who attend the Meeting but do not cast a vote (abstain) are deemed to cast the same vote as the the majority of shareholders voting at the Meeting. The voting process for Shareholders electronically at the Meeting through eASY.KSEI (e-voting) is carried out in the following manner: a) The voting process takes place at eASY.KSEI on the E-Meeting Hall menu, Live Broadcasting sub-menu, b) Shareholders who attend or provide power of attorney electronically at the Meeting via @ASY.KSEI, but have not yet determined their vote choice, have the opportunity to submit their vote choices during the voting period opened through the E-Meeting Hall screen at @ASY.KSEI: c) During the voting process, the "General Meeting Flow Text” column will show the status “voting for agenda item no J...) has started”, d) If the Shareholders do not vote for the Agenda of the Meeting until the status of the implementation of the Meeting shown in the "General Meeting Flow Text” column changes to “Voting for agenda item no I...| has ended”, then the Shareholders are deemed to have abstained, e) Direct voting electronically per Meeting Agenda via eASY.KSEI is allocated for a maximum of 5 (five) minutes. Each share entitles its holder to cast 1 (one) vote. If a shareholder has more than 1 (one) share, then he is only asked to give 1 (one) time and the vote represents all the shares he owns or represents. Voting is carried out after all guestions have been answered and/or the guestion and answer time is up. Resolutions of the Meeting Agenda: At the meeting a decision was made, namely as stated in the Deed of Minutes of the Extraordinary Meeting of Shareholders of the Company Number 13 dated 11 January 2024 made by Notary Mochamad Nova Faisal, S.H.,M.Kn. The First Agenda of the Secure the Company's Wealth, which is More than 5096 (Fifty Percent) of Meeting: the Company's Net Worth Number of Shareholders Asking: 2 Shareholders Voting Results: Notes of Shareholders present: 2.925.972.600 shares or representing: 1004 -Disagree: 100 shares or representing: 0,000003476 -Blank/abstain votes: Nil otes in favor: 2.925.972.500 shares or representing: 99,99999664x -Total votes in favor: 2.925.972.500 shares or representing: 99,9999966X The Meeting with the most votes approved the decisions submitted.
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Resolutions of the First Approve Secure the Company's Wealth, which is More than 5096 (Fifty Agenda ofthe Meeting: — Percent) of the Company's Net Worth to guarantee the Company's obligations to its creditors and to authorize the Board of Directors to take the necessary actions in connection with the execution of the asset secure, while still observing the applicable provisions, including provisions in the Capital markets sector. The Second Agenda of Amendments to the Company's Articles of Association. the Meeting: Number of Shareholders Asking: Nil. Voting Results: -Votes of Shareholders present: 2.925.972.600 shares or representing: 10096 -Disagree: 100 shares or representing: 0,000003496 -Blank/abstain votes: Nil -otes in favor: 2.925.972.500 shares or representing: 99,9999966X -Total votes in favor: 2.925.972.500 shares or representing 99,99999664 The Meeting with the most votes approved the decisions submitted. Resolutions of the 1. Approve changes to the Company's Articles of Association in: Articles 5, Second Agenda of the 11, 12,15, 17, 18, 20, 21, 24, 25, and 26. Meeting: 2. Approve to re-draft all provisions in the Articles of Association in connection with the changes as referred to in point 1 of the decision above. 3. Grant power and authority to the Board of Directors with the right of substitution to carry out all necessary actions related to the decisions on the agenda of this Extraordinary General Meeting of Shareholders, including preparing and restating the entire Articles of Association in a Notarial Deed and submitting it to the authorized agency to obtain approval and/or receipt of notification of changes to the Articles of Association, doing everything that is deemed necessary and useful for these purposes with nothing excluded, including making additions and/or changes to the changes to the Articles of Association if this is reguired by the competent authority. The Third Agenda of the Changes in the Composition of the Company's Management. Meeting: Number of Shareholders Asking: Nil Voting Results: -Votes of Shareholders present: 2.925.972.600 shares or representing: 10046 -Disagree: 100 shares or representing: 0,000003446 -Blank/abstention votes: Nil -Votes in favor: 2.925.972.500 shares or representing: 99,999996645 -Total votes in favor: 2.925.972.500 shares or representing: 99,9999966Y The Meeting with the most votes approved the decisions submitted. Resolutions of the Third 1. Approve confirmation of the dismissal of Mrs. Kamelia Faisal as Sales and Agenda of the Meeting: Marketing Director of PT Indofarma Tbk as of June 5 2023, 2. Approve the honorable dismissal of members of the Board of Directors and members of the Board of Commissioners of PT Indofarma Tbk as follows: a. Mr. Agus Heru Darjono as President Director of PT Indofarma Tbk: 5 4
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b. Mr. Ariesta Krisnawan as Director of Finance, Risk Management and Human Resources of PT Indofarma Tbk, c. Mr. Jejen Nugraha as Director of Production and Supply Chain PT Indofarma Tbk, d. Mr. Achmad Ghufron Sirodj as Independent Commissioner of PT Indofarma Tbk with thanks for the contribution of his energy and thoughts while holding that position. Approve changes to the Nomenclature of Positions for Members of the Board of Directors of PT Indofarma Tbk as follows: Originally Becoming a. | Director of Finance, Risk Management and Human Resources b. | Director of Sales & Marketing Director of Operational Director of Production and Supply Chain Approved the appointment of members of the Board of Directors as follows: a. Mrs. Yeliandriani as President Director of PT Indofarma Tbk: b. Mr. Andi Prazos as Director of Operational of PT Indofarma Tbk. with a term of office in accordance with the provisions of the Company's Articles of Association taking into account statutory regulations and without reducing the GMS's right to dismiss at any time. Appointment of Mrs. Yeliandriani as President Director of PT Indofarma Tbk as referred to in point 4 (four), also carry out duties in the field of Finance. Appointment of Mr. Andi Prazos as Operational Director of PT Indofarma Tbk as referred to in point 4 (four), also carry out duties in the field of Risk Management. With the change in nomenclature, dismissal, and appointment of members of the Board of Directors and Members of the Board of Commissioners as referred to in points 1 (one) to 6 (six) above, the composition of the membership of the Board of Commissioners and Directors of PT Indofarma Tbk will be as follows: a. Board of Commissioners 1) President Commissioner : Laksono Trisnantoro 2) Independent Commissioner — : Teddy Wi na 3) Commissioner : Didi Agus Mintadi b. Directors 1) President Director : Yeliandriani 2) Director of Operational : Andi Prazos Members of the Board of Directors appointed as referred to in point 4 (four) above who are still serving in other positions which are prohibited by statutory regulations from holding concurrent positions as Directors of Subsidiaries of State-Owned Enterprises must resign or be dismissed from their positions. 7 21
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So that all necessary actions related to this decision are carried out in accordance with statutory regulations, including stating it in a separate Notarial Deed and notifying the composition of the Company's management to the Ministry of Law and Human Rights of the Republic of Indonesia. Jakarta, January 15", 2024 Board of Directors of the Company A
Names mentioned 18 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Notary M. Nova Faisal
p.1
unresolved
org
Indonesia Farma Tbk
p.1 ×2
unresolved
org
Financial Services Authority
p.1 ×2
unresolved
org
PT Datindo Entrycom
p.2
unresolved
person
Notary Mochamad Nova Faisal
p.5
unresolved
org
Ministry of Law and Human Rights
p.8
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13 Sep 2026 17:11
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