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20240105_PYFA_Ringkasan Risalah//Risalah RUPS_31565108_lamp1.pdf
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ANNOUNCEMENT SUMMARY OF MINUTES
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT PYRIDAM FARMA Tbk.
The Board of Directors of PT Pyridam Farma Tbk. (hereinafter referred to as the “Company”) hereby
informs to the Shareholders of the Company that it has held the Extraordinary General Meeting Of
Shareholders (hereinafter referred to as the “Meeting”) based on the Financial Services Authority (”OJK”
or Otoritas Jasa Keuangan) Regulation No. 16/POJK.04/2020 dated April 20, 2020 regarding the
Implementation of the General Meeting of Holders of a Public Company Electronically and OJK
Regulation No. 15/POJK.04/2020 dated April 20, 2020 regarding The Planning and Procedures for
General Meeting of Shareholders of Public Companies, which are as follows:
A. The Meeting was Held on:
Day/Date : Thursday, 04 January 2024
Time : 14:35 WIB s/d 15:24 WIB
Venue : Sinarmas MSIG Tower, 12th Floor, Jl. Jend. Sudirman No. Kav. 21,
Kuningan, South Jakarta, Indonesia.
Meeting Agenda:
(i) Increase of the Company's Capital by Granting Preemptive Rights I Year 2024
("PMHMETD I"); and
(ii) Increase of the Company's authorized, issued, and paid-up capital in regards to
PMHMETD I and the amendments to Article 4 of the Company's Articles of Association.
B. Members of the Board of Commissioners and the Board of Directors of the Company who were
physically present at the Meeting :
BOARD OF COMMISIONERS :
Independent Commissioner : MOHAMMAD SYAMSUL ARIFIN
Independent Commissioner : MAURA LINDA SITANGGANG
BOARD OF DIRECTORS :
President Director : LEE YAN GWAN
Director : WIDJANARKO BROTOSAPUTRO
Director : YENFRINO GUNADI
Director : BEDJO STEFANUS
C. Members of the Board of Commissioners of the Company who were present virtually at the
Meeting:
BOARD OF COMMISIONERS :
President Commissioner : ROBBY YU LIANTO
Independent Commissioner : CHARLES D. MARPAUNG
D. The Meeting was attended by 378.075.209 (three hundred seventy eight million seventy five
thousand two hundred and nine) shares with valid voting rights or equivalent to 70,66% (seventy
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point sixty six percent) from the total of 535.080.000 (five hundred thirty five million and eighty
thousand) shares with valid voting rights issued by the Company.
E. In the Meeting, each Shareholder/proxy was given the opportunity to ask questions and/or
provide opinions, related to each Meeting agenda.
F. The decision-making mechanism in the Meeting is as follows:
Meeting decisions were made by way of deliberation to reach consensus, if there were
shareholders or their proxies who vote against or abstain, voting would be made electronically
through eASY.KSEI or physically (by way of show of hand for those against)..
G. The number of shareholders or its proxy who asked questions and/or provided opinions as well
as the results of the voting on the agenda of the Meeting is as follows :
The number of Voting Results
Shareholders/Proxies
Meeting
who asked questions
Agenda Affirmative Dissenting Abstain
and/or provide
opinions
378,073,109 shares
2.100 shares
1 2 (99,99% of those 0
(0,01%)
present)
378,075,109 shares
100 shares
2 2 (99,99% of those 0
(0,01%)
present)
H. Whereas in the Company’s Meeting the following decisions have been made with unanimous
votes:
Meeting Agenda 1:
1. Approval for the issuance of new shares by the Company, by granting Preemptive Right I Year
2024 (or PMHMETD I) based on the Financial Services Authority Regulation No.
32/POJK.04/2015 concerning the Increase of Capital for Public Companies by Providing The
Right Issue, as amended by Financial Services Authority Regulation No. 14/POJK.04/2019. The
issuance involves a maximum of 16,000,000,000 (sixteen billion) shares with a nominal value
of Rp100 (one hundred Rupiah) per share;
2. Approval to authorize the Company's Board of Directors to undertake all necessary actions
regarding with PMHMETD I, in compliance with the conditions stipulated in the prevailing laws
and regulations, including capital market regulations, including but not limited to:
a. Determining all conditions and provisions for the implementation of PMHMETD I, including
but not limited to the certainty of the number of shares issued in the context of PMHMETD
I, and the exercise price in the context of PMHMETD I;
b. Signing the necessary documents, including notarial deeds and registration statement
documents to the Financial Services Authority (OJK);
c. Determining the Record Date (List of Shareholders) for entitlement to PMHMETD I;
d. Setting the schedule for PMHMETD I;
e. Establishing the ratios of shareholders entitled to PMHHMETD I;
f. Ensuring the use of funds from the proceeds of PMHMETD I;
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g. Determining standby buyers, as well as specifying the terms and conditions and signing all
deeds and/or agreements and/or documents between the Company and standby buyers.
Meeting Agenda 2:
1. Approval for the amendment of Article 4 paragraph 1 of the Company's Articles of Association
by increasing the Company's authorized capital to Rp3,800,000,000,000 (three trillion eight
hundred billion Rupiah), divided into 38,000,000,000 (thirty-eight billion) shares, each with a
nominal value of Rp100 (one hundred Rupiah);
2. In connection with the amendment of Article 4 paragraph 1 of the Company's Articles of
Association, approval is granted to authorize the Company's Board of Directors (with
substitution rights) to declare it in a separate deed before a notary. Subsequently, the Board is
empowered to submit an application for approval of the amendment to the Company's Articles
of Association to the Minister of Law and Human Rights of the Republic of Indonesia. This
includes making any changes and/or additions in any form deemed necessary for the
aforementioned purpose, submitting and signing all other applications and documents, and
executing any other actions that may be required;
3. Approval for the amendment of Article 4 paragraph 2 of the Company's Articles of Association
regarding the increase in the issued and paid-up capital of the Company in connection with the
implementation of PMHMETD I; and
4. In connection with the amendment of Article 4 paragraph 2 of the Company's Articles of
Association, approval is granted to authorize the Company's Board of Directors (with
substitution rights) to declare the increase in subscribed and paid-up capital, specifically the
amendment to Article 4 paragraph 2 of the Company's Articles of Association after the
completion of PMHMETD I. Subsequently, the Board is empowered to submit a notification of
the amendment to the Company's Articles of Association to the Minister of Law and Human
Rights of the Republic of Indonesia. This includes making any changes and/or additions in any
form deemed necessary for the aforementioned purpose, submitting and signing all other
applications and documents, and executing any other actions that may be required.
Jakarta, 08 January 2024
The Board of Directors PT Pyridam Farma Tbk.
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