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20231017_KAEF_Ringkasan Risalah//Risalah RUPS_31459282_lamp2.pdf
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ANNOUNCEMENT
SUMMARY OF MINUTES OF EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS
PT KIMIA FARMA Tbk
The Board of Directors of PT Kimia Farma Tbk (hereinafter referred to as the “Company”), having
its domicile in Central Jakarta, hereby announces that the Company has convened the
Extraodinary General Meeting of Shareholders (hereinafter referred to as the “Meeting”) on:
Day/Date : Friday, October 13, 2023
Time : 11.23 Western Indonesia Time (WIB) – 14.47 WIB
Venue : Kimia Farma Corporate University
Jalan Cipinang Cempedak I No. 36,
Jatinegara, Jakarta Timur.
The Meeting was chaired by Mr. Fachmi Idris as President Commissioner of the Company based
on the resolution of the Board of Commissioners Number: KEP-009/KOM-KF/X/2023 dated
October 6, 2023, concerning the Appointment of Chairman of the Extraordinary Shareholders
Meeting of the Company PT Kimia Farma Tbk.
A. Attendance of Board of Commissioners and Board of Directors
The Meeting was physically attended by 4 (four) members of the Board of Commissioners and
6 (six) members of the Board of Directors as follows:
Board of Commissioners Board of Directors
President Mr. Fachmi Idris President Director Mr. David Utama
Commissioner
Commissioner Mr. Dwi Ary Purnomo Financial & Risk Mrs. Lina Sari
Management
Director
Commissioner Mr. Rendi Witular Commercial Mrs. Chairani
Director Harahap
Independent Mr. Musthofa Fauzi Director of Human Mr. Dharma
Commissioner Resources Syahputra
Production and Mr. Andi Prazos
Supply Chain
Director
Director of Mrs. Jasmine
Portfolio, Product, Karsono
and Service
Members of the Board of Commissioners who attended electronically (online): Mr. Wiku
Adisasmito, as Commissioner of the Company.
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B. Attendance of the Shareholders
Shareholders attended the Meeting and/or Shareholders' proxies physically (offline),
electronically (online), or by Shareholders who provided power of attorney via the eASY.KSEI
e-Proxy, all of whom represent 5.248.270.300 (five billion two hundred forty-eight million two
hundred seventy thousand three hundred) shares, including shares Series A Dwiwarna or
represents 94,3528605% of 5,562,385,995 (five billion five hundred sixty-two million three
hundred eighty-five thousand nine hundred ninety-five) shares, which is the total number of
shares with valid voting rights issued by the Company up to the day of the Meeting, consisting
of:
• 1 (one) series A Dwiwarna share; and
• 5.562.385.994 (five billion five hundred sixty-two million three hundred eighty-five
thousand nine hundred ninety-four) series B shares.
with a nominal value of IDR 100,- (one hundred Rupiah), which is the total number of shares
that have been issued by the Company up to the day of the Meeting.
C. Meeting Agendas’s Brief Explanation:
1. Report on the Implementation of the Mandatory Convertible Bonds (OWK)
Conversion into shares to increase the Company's capital, as well as approval for
the granting of authority to the Company's Board of Commissioners to state the
amount of the increase in issued and paid-up capital.
Brief description:
Referring to Article 41 paragraph (1) and (2) Law Number 40 of 2007 concerning Limited
Liability Company:
(1) The increase of the Company’s capital shall be conducted based on the approval of
the GMS.
(2) The GMS may transfer the authority to the Board of Commissioners to approve the
implementation of the GMS resolution as referred to in paragraph (1) for a period of
not more than 1 (one) year.
In connection with the above provisions, the GMS gives approval to the Company's Board
of Commissioners including but not limited to:
a) State the number of shares issued to implement the OWK conversion; And
b) State the amount of the increase in issued and paid-up capital after the increase of
Capital through Pre-emptive Rights (PMHMETD) has been completed based on
Article 4 paragraph (2) and paragraph (3) of the Company's Articles of Association.
2. Amendments to the Article of Association of the Company.
Brief description:
(1) Adjustments to the periodic submission of Financial Reports to the Capital Market
Authority in accordance with the Financial Services Authority Regulation (POJK)
Number 14/POJK.04/2022 concerning Submission of Periodic Financial Reports of
Issuers or Public Companies.
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(2) Increasing the shareholder parenting function in the Company.
3. Changes in the Company’s Management.
Brief description:
As a follow-up to the appointment of Mr. Rahmat Hidayat Pulungan as Independent
Commissioner at PT Bukit Asam Tbk, we hereby convey:
- Decision of the Sixth Agenda of the Annual General Meeting of Shareholders for the
Fiscal Year 2022 of PT Kimia Farma Tbk, confirming the Affirmation on the
Implementation of the Regulation of the Minister of State-Owned Enterprises of the
Republic of Indonesia Number PER-3/MBU/03/2023 concerning the Organs and
Human Resources of State-Owned Enterprises and its amendments later.
- Article 73 paragraph (1) of the Regulation of State-Owned Enterprises of the Republic
of Indonesia Number PER-3/MBU/03/2023 concerning the organs and Human
Resources of State-Owned Enterprises contains that Members of the Board of
Commissioners are prohibited from holding concurrent positions as Members of the
Board of Commissioners of other companies, unless based on a special assignment
from the Minister.
- Article 3 paragraph (1) of the Financial Services Authority Regulation (POJK) Number
33/POJK.04/2014 concerning The Directors and The Board of Commissioners of
Issuers or Public Companies states that members of the Board of Directors are
appointed and dismissed by the GMS.
- Article 23 of the Financial Services Authority Regulation (POJK) Number
33/POJK.04/2014 concerning The Directors and The Board of Commissioners of
Issuers or Public Companies states that provisions concerning the appointment,
dismissal, and service period of the Board of Directors as referred to in Article 3 and
Article 4 are mutatis mutandis of those of Board of Commissioners.
D. Opportunity for Discussion
1. Each Meeting Agenda is given the opportunity to ask questions.
2. Shareholders or their proxies have 3 (three) opportunities to submit questions and/or
opinions at each discussion session in each Meeting Agenda.
3. Submission of questions and/or opinions submitted orally cannot be responded to.
4. The Chairperson of the Meeting may limit the time in the question and answer program for
each Meeting Agenda.
5. The process for submitting questions and/or opinions for Shareholders who physically
(offline) present at the Meeting are as follows:
a. The officer confirms whether the Shareholders will submit questions and/or
opinions;
b. Questions and/or opinions that have been written by the Shareholders are
submitted to the officer to be submitted to the Notary and Chairperson of the
Meeting or the party appointed to provide an explanation.
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6. Provisions of submitting questions and/or opinions for Shareholders who physically
present at the Meeting are as follows:
a. Shareholders must write their name, number of shares owned, as well as questions
and/or opinions;
b. For the Attorney, the written submission must be accompanied by a statement of
the name of the shareholder and the amount of their share ownership, followed by
questions and/or related opinions.
7. The process of submitting questions and/or opinions for Shareholders electronically at the
Meeting through eASY.KSEI, are as follows:
a. Questions and/or opinions are submitted through the chat feature in the 'Electronic
Option' column available on the E-Meeting Hall screen at eASY.KSEI;
b. Questions and/or opinions can be submitted if the 'General Meeting Flow Text'
column has the status of "discussion started for agenda item no. […]”.
8. Questions and/or opinions that have been submitted by the Shareholders or their proxies
are then submitted to the Notary to examine their validity/authority.
9. Questions and/or opinions that have been examined by a Notary are submitted by officers
to the Chairperson of the Meeting. The Chairperson of the Meeting will then read out the
questions and/or opinions.
10. The Chairperson of the Meeting has the right to refuse to answer questions and/or
opinions that are not related to the Meeting Agenda being discussed or that have been
previously asked.
11. Members of the Board of Commissioners or members of the Board of Directors or parties
appointed by the Chairperson of the Meeting will answer questions or respond to opinions
that have been read out as referred to in point 8 and 9 above.
12. The Chairperson of the Meeting has the authority to take the necessary actions to
maintain the orderliness of the Meeting.
E. Meeting Resolution Mechanism
1. Meeting decisions are taken based on deliberation to reach a consensus. In the event
that the Meeting decisions based on deliberation to reach a consensus is not reached,
then the decision shall be taken by voting, with the following conditions:
a. For the 1st Agenda, Based on Article 25 paragraph (1) of the Company's Articles of
Association and Article 86 paragraph (1) of Law Number 40 of 2007 concerning
Limited Liability Companies, a Decision is valid if it is approved by Shareholders
representing more than ½ (one per two) part of the total number of shares with voting
rights present at the Meeting.
b. For the 2nd Agenda, based on Article 25 paragraph (5) letter a of the Company's
Articles of Association, Article 42 letter a, Article 88 paragraph (1) Law Number 40
of 2007 concerning Limited Liability Companies and Article 42 letter a POJK Number
15/2020 , Decisions are valid if approved by Series A Dwiwarna shareholders and
other shareholders and/or their authorized representatives who together represent
at least 2/3 (two thirds) of the total number of shares with voting rights present at the
Meeting.
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c. For the 3rd Agenda, based on Article 25 paragraph (4) of the Company's Articles of
Association, Article 42 paragraph (2), Article 87 paragraph (2) Law Number 40 of
2007 concerning Limited Liability Companies and Article 41 paragraph (1) POJK
Number 15 /2020, the decision is valid if it is approved by the Series A Dwiwarna
shareholder and other shareholders and/or their authorized representatives who
together represent more than 1/2 (one half) of the total number of shares with voting
rights attend the Meeting.
2. Voting is conducted after all the questions have been answered and/or the question-and-
answer time has expired.
3. Each share gives the holder the right to cast 1 (one) vote. If a Shareholder owns more
than 1 (one) share, he/she is only required to give 1 (one) time and the vote represents
all shares that he owns or represents.
4. Voting for Meeting resolutions shall be conducted by "Raising Hands" with the following
conditions:
a. Those who Disagree and Abstain will be asked to raise their hand and submit their
ballot card;
b. Those who did not raise their hands were deemed to vote in agreement;
c. The vote of abstention is deemed to have issued the same vote as the vote of the
majority of shareholders who cast a vote;
d. For each Agenda of the Meeting, voting will be carried out for decision-making;
e. At the end of each voting, the Notary reads the results of the voting.
5. The voting process for Shareholders electronically in the Meeting through eASY.KSEI (e-
Voting) is carried out with the following procedure:
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
through eASY.KSEI, who have not yet made their vote, have the opportunity to submit
their vote during the voting period through the E-Meeting Hall screen at eASY.KSEI;
c. During the voting process, the 'General Meeting Flow Text' column will show the
status of “voting for agenda item no, […] has started”.
d. If the Shareholders do not vote for the Meeting Agenda until the status of the Meeting
as shown in the 'General Meeting Flow Text' column changes to "voting for agenda
item no […] has ended", then the Shareholders are considered abstained;
e. Electronic direct voting per Meeting Agenda through eASY.KSEI is allocated a
maximum of 5 (five) minutes.
F. Independent Party for Vote Counting
The Company has appointed independent parties, PT Datindo Entrycom to count and/or
validate the votes.
G. Meeting Resolutions
The Meeting has resolved the following resolutions as set forth in the deed of “Minutes of the
Extraordinary General Meeting of Shareholders of PT KIMIA FARMA Tbk abbreviated as PT
KAEF Tbk., Number: 12 dated 13 October 2023, made before Notary Mochamad Nova Faisal
S.H., M.Kn., with its summary as follows:
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First Meeting Agenda:
Report on the Implementation of the Mandatory Convertible Bonds (OWK) Conversion into shares
to increase the Company's capital, as well as approval for the granting of authority to the
Company's Board of Commissioners to state the amount of the increase in issued and paid-up
capital.
Number of Questioners
None of the Shareholders asked questions in the First Meeting Agenda.
Voting Calculations
AGREE (Including the Series A
DISAGREE ABSTAIN
Dwiwarna Shareholder)
0 share or 0% 0 share or 0% 5.248.270.300 shares or 100%
Therefore, the Meeting with unanimous votes 5.248.270.300 (five billion two hundred forty-eight
million two hundred seventy thousand three hundred) shares or constituting 100% of the total
votes cast in the Meeting decided to:
1. Receive the Implementation Report on the Conversion of Mandatory Convertible Bonds
(OWK) into Company shares to increase the Company's Capital.
2. Approved the granting of power and authority to the Company's Board of Commissioners to
declare the amount of increase in issued and paid-up capital resulting from the
implementation of the Company's Mandatory Convertible Bonds (OWK) conversion, namely
in Article 4 Paragraph (2) and Article 4 Paragraph (3) of the Company's Articles of Association
and to carry out all necessary actions in connection with this matter considering statutory
regulations.
3. Grant extension of power and authority to the Company's Directors with the right of
substitution to express and declare everything decided on the agenda of this Meeting in the
form of a notarial deed and submit it to the authorized agency to obtain approval and/or
receipt of notification of changes to the Articles of Association, carry out everything deemed
necessary and useful for these purposes with nothing excluded, including making additions
and/or changes to the Articles of Association if this is required.
Second Meeting Agenda:
Amendments to the Article of Association of the Company.
Number of Questioners
None of the Shareholders asked questions in the Second Meeting Agenda.
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Voting Calculations
AGREE (Including the Series A
DISAGREE ABSTAIN
Dwiwarna Shareholder)
0 share or 0% 0 share or 0% 5.248.270.300 shares or 100%
Therefore, the Meeting with unanimous votes 5.248.270.300 (five billion two hundred forty-eight
million two hundred seventy thousand three hundred) shares or constituting 100% of the total
votes cast in the Meeting decided to:
1. Approve changes to the Company's Articles of Association in Articles 5, 11, 12, 15, 17, 18,
20, 21, 24, 25 and 26.
2. Approved to rearrange all provisions in the Company’s Articles of Association concerning the
changes as referred to in point 1 (one) of the decision previously mentioned.
3. Granting power and authority to the Board of Directors with substitution rights to take all
necessary actions related to the resolutions of the agenda of the 3rd Extraordinary GMS of
the Company, including compiling and restating the entire Articles of Association of the
Company in a Notary Deed and submitting it to the competent authority for approval and/or
approval, receiving notification of changes to the Company's Articles of Association, doing
everything that is deemed necessary and useful for that purpose with nothing being excluded,
including making additions and/or changes to the amendments to the Company's Articles of
Association if this is required by the competent authority.
Third Meeting Agenda
Changes in the Company’s Management.
Number of Questioners
None of the Shareholders asked questions in the Third Meeting Agenda.
Voting Calculations
AGREE (Including the Series A
DISAGREE ABSTAIN
Dwiwarna Shareholder)
0 share or 0% 0 share or 0% 5.248.270.300 shares or 100%
Therefore, the Meeting with unanimous votes 5.248.270.300 (five billion two hundred forty-eight
million two hundred seventy thousand three hundred) shares or constituting 100% of the total
votes cast in the Meeting decided:
1. To confirm the dismissal of Mr. Rahmat Hidayat Pulungan as Independent Commissioner of
PT Kimia Farma Tbk since 15 June 2023, who was appointed based on the decision of the
2021 Extraordinary GMS on 18 August 2021 with gratitude for the contribution of his energy
and thoughts during his tenure as the Company’s Independent Commissioner.
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2. To dismiss Mr. Andi Prazos as Production and Supply Chain Director of PT Kimia Farma Tbk,
who was appointed based on the decision of the 2018 Annual GMS on 07 May 2019 with
gratitude for the contribution of his energy and thoughts during his tenure as the Company’s
Independent Commissioner.
3. To assign the members of the Board of Commissioners of PT Kimia Farma Tbk as follows:
a. Mr. Darwin Wibowo as the Commissioner;
b. Mrs. Diah Kusumawardani as the Independent Commissioner.
With a term of office following the provisions of the Company's Articles of Association and
considering the laws and regulations and without prejudice to the right of the GMS to dismiss
at any time.
4. To assign Mr. Hadi Kardoko as the Product and Supply Chain of PT Kimia Farma Tbk, with
a term of office following the provisions of the Company's Articles of Association and
considering the laws and regulations and without prejudice to the right of the GMS to dismiss
at any time.
5. With the confirmation of dismissal, and appointment of the Company Management as
referred to in number 1 (one) to number 4 (four), the composition of the membership of the
Company's Board of Directors and Board of Commissioners is as follows:
a) Board of Commissioners
No. Title Name
1 President Commissioner Fachmi Idris
2 Independent Commissioner Musthofa Fauzi
3 Commissioner Wiku Adisasmito
4 Commissioner Dwi Ary Purnomo
5 Commissioner Rendi Witular
6 Commissioner Darwin Wibowo
7 Independent Commissioner Diah Kusumawardani
b) Board of Directors
No. Title Name
1 President Director David Utama
Financial and Risk Management Lina Sari
2
Director
3 Commercial Director Chairani Harahap
4 Human Resource Director Dharma Syahputra
Production and Supply Chain Hadi Kardoko
5
Director
Portfolio, Product and Service Jasmine Kamiasti Karsono
6
Director
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6. Members of the Board of Commissioners and the Board of Directors appointed, as referred
to in point 3 (three) and point 4 (four) who are still serving in other positions that are prohibited
by laws and regulations to be concurrently held by members of the Board of Directors or the
Board of Commissioners of the State-Owned Enterprises, such person must resign or be
dismissed from his/her position.
7. All necessary actions related to this decision are carried out by 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, October 16, 2023
PT Kimia Farma Tbk
Board of Directors
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