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20260331_PYFA_Pemanggilan RUPS_32056338_lamp2.pdf

RUPS notice Text extracted PYFA

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Page 1
                                      INVITATION OF
                   THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
                                 PT PYRIDAM FARMA TBK.


The Board of Directors of PT Pyridam Farma Tbk., (hereinafter referred to as the “Company”) domiciled in
South Jakarta, hereby invites the Shareholders to attend the Extraordinary General Meeting of Shareholders
(“Meeting”) of the Company which will be held on:

Day/Date       :      Wednesday, April 2nd, 2026
Time           :      14.00 WIB until end
Venue          :      Grand Sahid Jaya Hotel - Ballroom Candi Prambanan, Jl. Jend. Sudirman No. 86
                      Jakarta, Indonesia

Meeting Agenda:

1. Approval for the implementation of a Capital Increase by Granting Pre-emptive Rights II (“PMHMETD
   II”) in accordance with Article 8 paragraph (1) of Financial Services Authority Regulation of the Republic
   of Indonesia Number 32/POJK.04/2015 of 2015, as amended by Financial Services Authority
   Regulation of the Republic of Indonesia Number 14/POJK.04/2019 of 2019 concerning Capital
   Increases of Public Companies by Granting Pre-emptive Rights. The Company’s PMHMETD II plan will
   also be complemented by the issuance of warrants accompanying the shares resulting from the
   implementation of PMHMETD II;

    Explanation:

    This agenda item relates to the Company’s plan to undertake a corporate action in the form PMHMETD
    II by issuing up to 5,700,000,000 (five billion seven hundred million) new shares with a nominal value
    of IDR 100 (one hundred Rupiah) per share. The Rights Issue II (“HMETD II”) ratio and the exercise
    price will be determined at a later date.

    In conjunction with the planned PMHMETD II, the Company also intends to issue warrants to
    accompany the issuance of new shares resulting from the exercise of HMETD II, with the warrant ratio
    and exercise price to be determined subsequently. The total number of warrants to be issued by the
    Company shall be up to a 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 legal basis of the agenda are:

       (i)     Article 13 paragraph (7) of Company’s Articles of Association, which stipulates that the
               Meeting can be held at any time based on needs for the interests of the Company, to discuss
               and decide on the agenda of the Meeting.
       (ii)    Article 8 paragraph (1) of OJK Regulation No. 32/POJK.04/2015 regarding Capital Increase
               of Public Company by Rights Issues, as amended by OJK Regulation No. 14/POJK.04/2019
               regarding amendment to OJK Regulation No. 32/POJK.04/2015 regarding Capital Increase
               of Public Company by Rights Issues, and Article 5 paragraph 2 letter c point (ii) jo. Article 6
               paragraph (1) of the Company's Articles of Association, which stipulates that in order to
               increase its capital, the Company must obtain approval from the Meeting, have submitted a
               Registration Statement and supporting documents to the Financial Services Authority, and
               such Registration Statement has become effective.
       (iii)   Article 41 paragraph (1) of the OJK Regulation No. 15/POJK.04/2020 concerning the
               Planning and Implementation of General Meetings of Shareholders of Public Companies
               (“OJK Regulation on GMS”) and Article 26 paragraph (1) of the Company’s Articles of
               Association, stipulate that the meeting can be held if more than 1/2 (one over two) of the total
               voting shares are present or represented, and decisions made are valid if approved by more
               than 1/2 (one over two) of the total voting shares present at the meeting.
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2. Approval of the increase in the Company’s issued and paid-up capital in the context of PMHMETD II
   and the amendment to Article 4 of the Company’s Articles of Association.

    Explanation:

    This agenda item relates to the increase in issued and paid-up capital in connection with the PMHMETD
    II. The amendment to Article 4 of the Articles of Association refers specifically to the revision of Article
    4 paragraph (2) of the Company’s Articles of Association. The issued and paid-up capital will be adjusted
    in accordance with the results of the PMHMETD II implementation.

    The legal basis of the agenda are:

     (i)     Article 13 paragraph (7) of the Company’s Articles of Association, which stipulates that
             meetings may be convened at any time as deemed necessary in the interest of the Company, to
             discuss and resolve meeting agenda items.

     (ii)    Article 41 paragraph (1) of Law Number 40 of 2007 on Limited Liability Companies, as amended
             by Law Number 6 of 2023 concerning the Stipulation of Government Regulation in Lieu of Law
             Number 2 of 2022 on Job Creation as Law (“Company Law”), which provides that any increase
             in the Company’s capital must be approved by the General Meeting of Shareholders.

     (iii)   Article 41 paragraph (1) letters a and c of the OJK Regulation on GMS in conjunction with
             Article 26 paragraph (1) of the Company’s Articles of Association, which stipulate that
             resolutions of the General Meeting of Shareholders regarding an increase in issued and paid-
             up capital within the authorized capital shall be valid if the meeting is attended by shareholders
             representing more than 1/2 of the total shares with voting rights and is approved by more than
             1/2 of the total votes cast. This legal basis applies to the Company’s plan in connection with
             the increase in issued and paid-up capital, which will consequently amend Article 4 paragraph
             (2) of the Company’s Articles of Association.

Notes:
1. The Meeting is conducted in accordance with the OJK Regulation on General Meetings of Shareholders,
   as well as OJK Regulation Number 14 of 2025 concerning the Implementation of Electronic General
   Meetings of Shareholders, Bondholders Meetings, and Sukuk holders Meetings (“POJK Regulations on
   e-GMS”)
2. The Company does not issue separate invitations to the Shareholders, as this notice shall serve as the
   official invitation.
3. Shareholders who are entitled to attend or represent at the Meeting are those whose names are recorded
   in the Shareholders Register of the Company or the holders of collective deposit account of PT Kustodian
   Sentral Efek Indonesia (“KSEI”) on Monday, 30th March, 2026 latest by 16.00 WIB.
4. The Shareholders or their proxy, who will attend the Meeting, are required to submit copy of their Identity
   (“ID”) Cards or other forms of valid identification before entering the Meeting room. Shareholders which
   are legal entities are required to submit copy (or copies) of their latest Articles of Association, and
   documents evidencing their latest compositions of the management of the company (Board of Directors
   and Board of Commissioners).
5. Shareholders whose shares are placed in the collective custody of KSEI who intend to attend the Meeting,
   are required to bring a Written Confirmation for the Meeting (“KTUR”) which can be obtained at the office
   of Securities Company or at the Custodian Bank where the Shareholders open their securities account.
6. Shareholders of the Company who are unable to attend may be represented by their proxy by presenting
   a valid power of attorney in the form as determined by the Board of Directors of the Company (“Power
   of Attorney”), together with copies of valid identification (ID card or other valid identification) of both
   the Shareholder as the grantor and the proxy. Members of the Board of Directors, Board of
   Commissioners, and employees of the Company may act as proxies for the Shareholders in the Meeting;
   however, they shall not be entitled to vote in the voting process.
7. The Company advise the Shareholders to grant power of attorney with the following mechanism:
      a. Shareholders who are entitled to attend the Meeting whose shares are in the collective custody of
          KSEI, may give Power of Attorney to Securities Administration Bureau (Biro Administrasi Efek or
Page 3
        “BAE”) which is PT Sinartama Gunita through eASY.KSEI facility at the link
        http://easy.ksei.co.id/egken provided by KSEI as an electronic authorization mechanism in the
        process of holding the Meeting, registration guide, use, and further explanation related to
        eASY.KSEI can be accessed on the eASY.KSEI Application.
     b. Shareholders who are entitled to attend the Meeting whose shares are outside the collective custody
        of KSEI, may give Power of Attorney to BAE which is PT Sinartama Gunita by filling in the Power
        of Attorney Form which can be downloaded at https://www.pyfa.co.id and the original Stamped
        Power of Attorney must be returned to the Company through BAE in which having its address at
        Sinar Mas Land Plaza, Tower 1, 9th Floor, Jl. MH Thamrin No. 51, Jakarta 10350, Phone 021-
        3922332, Fax. 021-3923003, as well as a scan of the Power of Attorney received by electronic mail:
        helpdesk1@sinartama.co.id, no later than 1 (one) working day before the Meeting is held, attached
        with a copy of ID card or for shareholders in the form of legal entities accompanied by evidence of
        authority to represent the legal entities.
     c. In connection with the Circular Letter of the Board of Directors of KSEI No. KSEI-4012/DIR/0521
        dated 31 May 2021 regarding the implementation of the e-Proxy and e-Voting modules in the
        eASY.KSEI application, including the broadcast of General Meetings of Shareholders, KSEI has
        provided an e-GMS platform to facilitate the electronic conduct of general meetings of shareholders.
        Accordingly, the Company has resolved to hold the Meeting in a hybrid format, whereby, in addition
        to physical attendance, the Company’s shareholders may attend and exercise their voting rights
        electronically through the eASY.KSEI application provided by KSEI.

8. Meeting materials are available from the date of the Invitation until the date of the Meeting and can be
    downloaded on the Company's website https://www.pyfa.co.id.
9. Shareholders or their proxies who will be physically present at the Meeting must follow the policies set
    by the Company and enforced at the Meeting venue as follows:
      a. Participants who are experiencing symptoms of an infectious disease such as coughing or sneezing
          are not allowed to enter the event room.
      b. It is a mandatory to maintain cleanliness and follow medical examination procedures (body
          temperature checks and other procedures deemed necessary by the Company) both to be carried
          out by the Company or the management of the building where the Meeting is held.
10. Violation of the policies established by the Company may result in shareholders and their proxies not
    being allowed to enter the event room and physically attend the Meeting. In such cases, such person
    can provide their power of attorney to BAE before the Meeting begins. For convenience reasons, the
    physical presence of Meeting participants will be adjusted to the capacity of the room, therefore
    Shareholders or their proxies are requested to arrive and register at the Meeting venue 30 (thirty) minutes
    before the Meeting begins by prioritizing the Meeting participants who arrive early and has complied
    with all the policies.
11. The Company will re-announce if there are changes and/or additional information regarding the
    procedures for conducting the Meeting.

                                            Jakarta, March 31st, 2026
                                            PT Pyridam Farma Tbk.

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Names mentioned 5 people and organisations named in the text · linked when the evidence is strong

linked org PYRIDAM FARMA TBK. p.1 ×8
linked org Sinar Mas p.3
possible org Otoritas Jasa Keuangan p.1
unresolved org Financial Services Authority p.1 ×4
unresolved org PT Kustodian Sentral Efek Indonesia p.2

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