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20231213_PYFA_Pemanggilan RUPS_31559237_lamp2.pdf
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SUMMON OF
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT PYRIDAM FARMA TBK.
The Board of Directors of PT Pyridam Farma Tbk., (the "Company") domiciled in South Jakarta, hereby
invites the Company's Shareholders to attend the Company's Extraordinary General Meeting of
Shareholders ("Meeting") which will be convened on:
Day/Date : Thursday, 4 January 2024
Time : 14.00 WIB - finished
Place : Sinarmas MSIG Tower, 12th Floor, Jl. Jend. Sudirman No. Kav. 21, Brass,
South Jakarta, Indonesia and electronically (with details as set out in Note No. 8
below)
Meeting Agenda:
1. Increase of the Company’s Capital by Granting Preemptive Rights I Year 2024 ("PMHMETD I").
Explanation:
This agenda is related to the Company's plan to carry out PMHMETD I corporate action, by issuing a
maximum of 16,000,000,000 (sixteen billion) new shares, with a nominal value of Rp. 100,- (one hundred
Rupiah) per share with an exercise value to be determined later. Simultaneously with PMHMETD I, the
Company plans to issue warrants that will accompany the shares from the implementation of PMHMETD
I. The number of warrants to be issued by the Company is in the maximum of 35% (thirty-five percent)
of the total issued and fully paid-up shares at the time the Registration Statement is submitted to the
Financial Services Authority (Otoritas Jasa Keuangan – "OJK").
The basis for the proposed agenda of the Meeting is:
(i) Article 13 paragraph (7) of the Company's Articles of Association, which stipulates that the
Meeting may be convened at any time based on the need for the benefit of the Company, to
discuss and decide the agenda of the Meeting.
(ii) Article 8 paragraph (1) of OJK Regulation No. 32/POJK.04/2015 concerning Capital Increase of
Public Companies by Granting Preemptive Rights, as amended by OJK Regulation No.
14/POJK.04/2019 concerning Amendments to OJK Regulation No. 32/POJK.04/2015
concerning Capital Increase of Public Companies by Granting Preemptive Rights and Article 5
paragraph (2) letter c point (ii) in conjunction with Article 6 paragraph (1) of the Company's
Articles of Association, which stipulates that in increasing its capital, the Company must obtain
approval from the Meeting, has submitted a Registration Statement and supporting documents
to OJK, and the Registration Statement has become effective.
(iii) Article 41 paragraph (1) letter a and c of OJK Regulation No. 15/POJK.04/2020 concerning the
Plan and Implementation of the General Meeting of Shareholders of Public Companies ("POJK
GMS") and Article 26 paragraph (1) of the Company's Articles of Association, which stipulates
that the Meeting can be convened if more than 1/2 (one half) part of the total number of shares
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with voting rights are present or represented, and the decision taken is valid if approved by more
than 1/2 (one half) of all voting shares present at the Meeting.
2. Increase of the Company's authorized, issued, and paid-up capital in regards to PMHMETD I and
amendments to Article 4 of the Company's Articles of Association.
Explanation:
This agenda is related to the increase of the authorized, issued, and paid-up capital in regard to
PMHMETD I and at the same time amending Article 4 of the Company's Articles of Association. Where
the authorized capital of the Company originally was Rp160,000,000,000.00 (one hundred sixty billion
Rupiah) divided into 1,600,000,000 (one billion six hundred million) shares will be increased to
Rp1,750,000,000,000 (one trillion seven hundred and fifty billion Rupiah) divided into 17,500,000,000
(seventeen billion five hundred million) shares. Meanwhile, the issued and paid-up capital will be in
accordance with the execution of PMHMETD I.
The basis for the proposed agenda of the Meeting is:
(i) Article 13 paragraph (7) of the Company's Articles of Association, which stipulates that the
Meeting may be convened at any time based on the need for the benefit of the Company, to
discuss and decide the agenda of the Meeting.
(ii) Article 41 paragraph (1) of Law Number 40 of 2007 concerning Limited Liability Companies as
was last amended by Law Number 6 of 2023 concerning the Stipulation of Government
Regulations in Lieu of Law Number 2 of 2022 concerning Job Creation into Law (the "Company
Law"), which stipulates that the increase in the Company's capital is carried out pursuant to the
the approval of the General Meeting of Shareholders.
(iii) Article 42 POJK GMS and Article 26 paragraph (4) letter (a) and (b) of the Company's Articles of
Association, which stipulates that the General Meeting of Shareholders for the agenda of
amendments to the Company's Articles of Association that require the approval of the minister
who organizes government affairs in the field of law and human rights can be convened if at least
2/3 of the total number of shares with voting rights are present or represented and the decision
taken is valid if approved by more than 2/3 of all voting shares present at the Meeting. This legal
basis applies to the Company's plan in relation to the increase of the authorized capital, which
further amends Article 4 paragraph (1) of the Company's Articles of Association.
(iv) Article 42 paragraph (2) of the Company Law in conjunction with: (i) Article 41 paragraph (1)
letter a and c of POJK GMS; and (ii) Article 26 paragraph (1) of the Company's Articles of
Association, which stipulates that the decision of the General Meeting of Shareholders to increase
the issued and paid-up capital within the authorized capital limit is valid if it is carried out with
a quorum of attendance of more than 1/2 of the total number of shares with voting rights and
approved by more than 1/2 of the total number of votes issued. This legal basis applies to the
Company's plans in relation to the increase of the issued and paid-up capital, which further
amends Article 4 paragraph (2) of the Company's Articles of Association.
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Note:
1. The Meeting is convened by referring to the POJK GMS, OJK Regulation No. 16/POJK.04/2020
concerning the Electronic Implementation of the General Meeting of Shareholders of Public Companies,
and the Company's Articles of Association;
2. The Company does not send a separate invitation to the Shareholders because this Call is considered as
an invitation.
3. Shareholders who are entitled to attend/represent at the Meeting are Shareholders whose names are
recorded in the Company's Register of Shareholders, or owners of securities account balances at the
Collective Custody of PT Kustodian Sentral Efek Indonesia ("KSEI") on Tuesday, December 12, 2023
until 16.00 WIB.
4. Shareholders or their proxies who will attend the Meeting are requested to submit a photocopy of Identity
Card ("KTP") or other valid proof of identity before entering the Meeting room. Shareholders in the form
of legal entities are required to bring a photocopy of the latest company's Articles of Association and
documents proving the latest composition of the management (Board of Directors and Board of
Commissioners).
5. For Shareholders whose shares are included in KSEI's collective custody who intend to attend the
Meeting, are required to bring a Written Confirmation for the Meeting ("KTUR") which can be obtained
at the Securities Company or at the Custodian Bank where the Shareholders open their securities
account.
6. Shareholders who are not present at the Meeting may be represented by their proxies provided that
members of the Board of Directors, members of the Board of Commissioners and employees of the
Company cannot act as proxy for Shareholders in this Meeting.
7. Shareholders can attend the Meeting electronically through KSEI's Electronic General Meeting System
("eASY.KSEI") facility provided by KSEI.
8. The Company advise the Shareholders to authorize with the following mechanisms:
a. For Shareholders who are entitled to attend the Meeting whose shares are in KSEI's collective
custody, may give authorization to the Securities Administration Bureau ("BAE"), namely PT
Sinartama Gunita through the eASY.KSEI facility in the http://easy.ksei.co.id/egken link
provided by KSEI as an electronic authorization mechanism in the process of convening the
Meeting, registration guidelines, use, and further explanation related to eASY.KSEI can be accessed
on eASY.KSEI Application.
b. For Shareholders who are entitled to attend the Meeting whose shares are outside KSEI's collective
custody, may give authorization to BAE, namely PT Sinartama Gunita by filling out the Power of
Attorney Form which can be downloaded through https://www.pyfa.co.id and the original stamped
Power of Attorney must have been received back by the Company through BAE which is addressed
at Sinar Mas Land Plaza, Tower 1 9th Floor, Jl. MH Thamrin No. 51, Jakarta 10350, Phone 021-
3922332, Fax. 021-3923003, and scanned copy of the Power of Attorney is received by email:
helpdesk1@sinartama.co.id, no later than 1 (one) working day before the Meeting is convened, with
a copy of ID card attached or for shareholders in the form of legal entities accompanied by proof of
authority to represent legal entities.
9. Meeting materials are available from the date of the Summon of the Meeting until the date of the Meeting
and can be downloaded on the Company's website https://www.pyfa.co.id.
10. For Shareholders or their proxies who will be physically present at the Meeting, they must follow the
policies set by the Company and those applicable at the Meeting venue, as follows:
a. Participants who are experiencing symptoms of infectious diseases such as coughing or sneezing
are not allowed to enter the event room.
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b. Must maintain cleanliness and follow health inspection procedures (body temperature checks and
other procedures deemed necessary by the Company) both to be carried out by the Company and
the management of the building where the Meeting is convened.
11. Violation of the policies set by the Company may result in Shareholders and their proxies not being
allowed to enter the event room and attend the Meeting physically. In such case, the person concerned
may provide his power of attorney to BAE before the Meeting begins. For reasons of convenience, the
physical presence of Meeting participants will adjust to the capacity of the room, therefore Shareholders
or their proxies are requested to attend and register at the Meeting place 30 (thirty) minutes before the
Meeting starts by prioritizing Meeting participants who attend early and who meet the predetermined
policy requirements.
12. The Company does not provide souvenirs and other Meeting materials in the form of hard copies to
Shareholders and their Proxies who attend the Meeting.
13. The Company will re-announce if there are changes and/or additional information related to the
procedures for conducting the Meeting.
Jakarta, 13 December 2023
PT Pyridam Farma Tbk.
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