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20230815_KAEF_Pemanggilan RUPS_31371445_lamp2.pdf

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Page 1
                                 SUMMON OF THE
                  EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
                                PT KIMIA FARMA Tbk

Herewith the Board of Directors of PT Kimia Farma Tbk (the “Company”), conveys the
invitation to the Extraordinary General Meeting of Shareholders (hereinafter referred to as
the “MEETING”) which will be held on:

 Day, Date    : Wednesday, September 06, 2023
 Time         : 10.00 WIB - closing
 Link to Join : Access the KSEI Electronic General Meeting System (eASY.KSEI) facility
 the     GMS    through https://access.ksei.co.id/ provided by KSEI

In accordance with Regulation No. 15/POJK.04/2020 and No. 16/POJK.04/2020 the
implementation of the MEETING is carried out through eGMS, thus the Chairperson of the
Meeting, Notary, and Professions and Supporting Institutions will arrange the implementation
of the MEETING electronically at Kimia Farma Corporate University Jl. Cipinang Cimpedak I No.
36 East Jakarta.

The Agenda of The MEETING are as follows:

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 (3)
        of the Company's Articles of Association.




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2. Amendment to the Company’s Article of Association.

   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.
    (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.


 Notes:
1. This summons is valid as an invitation to the Official Meeting to the Shareholders of the
   Company, so that the Board of Directors of the Company does not send invitations
   separately to the Shareholders of the Company.
2. The Shareholders who are entitled to attend the MEETING are the Shareholders of the
   Company whose names are recorded/listed in the Company’s Shareholder Register (DPS)
   and/or owners of a securities account in Collective Custody of PT Kustodian Sentral Efek
   Indonesia (“KSEI”) at the closing trading in Indonesia Stock Exchange (Bursa Efek
   Indonesia) as of Monday, August 14, 2023.
3. The Company has provided MEETING Agenda’s materials for each MEETING Agenda since
   the date of this summons, which can be downloaded through the Company's website
   www.kimiafarma.co.id




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4. Shareholders and/or proxies who will attend the MEETING electronically through the
   eASY.KSEI application must pay attention to the following matters:
      a. Registration Process
         (i) Local individual type shareholders who have not provided a declaration of
               presence or power of attorney in the eASY.KSEI application by the time limit
               in point 2 and wish to attend the MEETING electronically are required to
               register attendance in the eASY.KSEI application on the date of the MEETING
               until the registration period The MEETING is electronically closed by the
               Company.
         (ii) Local individual type Shareholders who have given a declaration of
               attendance but have not yet cast their votes for at least 1 (one) MEETING
               Agenda in the eASY.KSEI application until the deadline in point 2 and wish to
               attend the MEETING electronically are required to register their attendance
               in the eASY.KSEI application on the date of the MEETING until the registration
               period for the MEETING is electronically closed by the Company.
         (iii) Shareholders who have given power of attorney to the recipient of the proxy
               provided by the Company (Independent Representative) or Individual
               Representative but the Shareholders have not cast a minimum vote for 1 (one)
               MEETING Agenda in the eASY.KSEI application until the deadline in point 2,
               then the proxies representing the Shareholders are required to register
               attendance in the eASY.KSEI application on the date of the MEETING until the
               registration period for the MEETING is electronically closed by the Company.
         (iv) Shareholders who have given power of attorney to the
               participant/Intermediary proxy (Custodian Bank or Securities Company) and
               have cast their vote in the eASY.KSEI application until the time limit in point
               2, then the representative of the proxy who has been registered in the
               eASY.KSEI application is required to register attendance in the eASY.KSEI
               application on the date of the MEETING until the electronic registration
               period for the MEETING is closed by the Company.
         (v) Shareholders who have given a declaration of attendance or given power of
               attorney to the proxy provided by the Company (Independent
               Representative) or Individual Representative and have cast a minimum vote
               for 1 (one) or all MEETING Agenda in the eASY.KSEI application at least no
               later than the deadline in point 2, the Shareholders or the proxies do not need
               to register attendance electronically in the eASY.KSEI application on the date
               of the MEETING. Share ownership will be automatically calculated as a
               quorum of attendance and the votes that have been cast will be automatically
               taken into account in the voting of the MEETING.
         (vi) Any delay or failure in the electronic registration process as referred to in
               numbers (i) to (iv) for any reason will result in the Shareholders or their
               proxies being unable to attend the MEETING electronically, and their share
               ownership will not be counted as a quorum for attendance at the MEETING.

      b. Process for Submitting Questions and/or Opinions Electronically
         (i) Shareholders or proxies have 3 (three) opportunities to submit questions
             and/or opinions at each discussion session per MEETING Agenda. Questions
             and/or opinions per MEETING Agenda can be submitted in writing by the



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         Shareholders or their proxies by using the chat feature in the 'Electronic
         Opinions' column available on the E-MEETING Hall screen in the eASY.KSEI
         application. Giving questions and/or opinions can be done as long as the
         status of the MEETING in the 'General MEETING Flow Text' column is
         "Discussion started for Agenda item No. [ ]".
   (ii) Determination of the mechanism for conducting discussions per MEETING
         Agenda in writing through the E-Meeting Hall screen in the eASY.KSEI
         application is the authority of each Company and this will be stated by the
         Company in the Rules of Conduct for the MEETING through the eASY.KSEI
         application.
   (iii) For the proxies who are present electronically and will submit questions
         and/or opinions of their shareholders during the discussion session per the
         Agenda of the MEETING, they are required to write down the names of the
         Shareholders and the amount of their share ownership followed by related
         questions or opinions.

c. Voting Process
   (i) The electronic voting process takes place in the eASY.KSEI application on the
         E–MEETING Hall menu, Live Broadcasting sub-menu.
   (ii) Shareholders who are present alone or are represented by their proxies but
         have not yet cast their votes at the MEETING Agenda as referred to in point 4
         letter a number i–iv, the Shareholders or their proxies have the opportunity
         to submit their vote during the voting period through The E–MEETING Hall
         screen in the eASY.KSEI application was opened by the Company. When the
         electronic voting period per MEETING Agenda begins, the system
         automatically runs the voting time by counting down a maximum of 5 (five)
         minutes. During the electronic voting process, the status "Voting for Agenda
         item No [ ] has started" will be seen in the 'General MEETING Flow Text'
         column. If the Shareholders or their proxies do not vote for a particular
         MEETING Agenda until the status of the implementation of the MEETING
         shown in the 'General MEETING Flow Text' column changes to “Voting for
         Agenda item No [ ] has ended”, it will be considered as voting Abstain for the
         relevant Agenda of the MEETING.
   (iii) Voting time during the electronic voting process is the standard time set in
         the eASY.KSEI application. Each Company may determine the policy of direct
         voting time electronically per Agenda in the MEETING (with a maximum time
         of 5 (five) minutes per MEETING Agenda) and this will be stated in the Rules
         of Conduct for the Implementation of the MEETING through the eASY.KSEI
         application.

d. Watch the ongoing MEETING through the GMS Zoom Webinar on eASY.KSEI
   (i) Shareholders or their proxies who have been registered in the eASY.KSEI
       application no later than the deadline in point 2 can watch the ongoing
       MEETING via Zoom Webinar by accessing the eASY.KSEI menu, the GMS
       Impressions submenu located at the AKSes facility (https://access.ksei.co.id/
       <https://access.ksei.co.id/> ).




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           (ii) The GMS Zoom Webinar has a capacity of up to 500 participants, where the
                 attendance of each participant will be determined on a first come first serve
                 basis. Shareholders or their proxies who do not get the opportunity to watch
                 the implementation of the MEETING through the GMS Zoom Webinar are still
                 considered valid to be present electronically and share ownership and voting
                 choices are taken into account at the MEETING, as long as they have been
                 registered in the eASY.KSEI application as stipulated in point 4 letter a number
                 i –vi.
           (iii) Shareholders or their proxies who only watch the ongoing MEETING through
                 the GMS Zoom Webinar but are not registered to attend electronically on the
                 eASY.KSEI application according to the provisions in point 4 letter a number i–
                 vi, then the presence of the Shareholders or their proxies is considered invalid
                 and will not be included in the calculation of the MEETING attendance
                 quorum.
           (iv) Shareholders or their proxies who watch the MEETING through the GMS
                 Zoom Webinar have a raise hand feature that can be used to ask questions
                 and/or opinions during the discussion session per MEETING Agenda. If the
                 Company allows by activating the allow to talk feature, the Shareholders or
                 their proxies can submit questions and/or opinions by speaking directly. The
                 determination of the mechanism for the implementation of discussions per
                 MEETING Agenda using the allow to talk feature contained in the GMS Zoom
                 Webinar is the authority of each Company and this will be stated by the
                 Company in the Rules of Conduct for the Implementation of the MEETING
                 through the eASY.KSEI application.
           (v) To get the best experience in using the eASY.KSEI application and/or GMS
                 Impressions, Shareholders or their proxies are advised to use the Mozilla
                 Firefox browser.

5. The Notary, assisted by the Securities Administration Bureau, will check and count the
   votes for each Agenda of the MEETING in every decision-making of the MEETING on the
   said Agenda, including those based on the votes submitted by the Shareholders through
   eASY.KSEI as referred to in point 4 letter c numbers i–iii above, as well as those submitted
   at the MEETING.
6. The Company recommends to Shareholders who are entitled to attend the MEETING
   whose shares are included in KSEI's collective custody, to register their attendance
   electronically through the KSEI System (eASY.KSEI) at the https://access.ksei.co.id/ link
   which provided by KSEI. Electronic registration will be opened from the date of this
   Invitation to the MEETING and will be closed at the latest before the MEETING at 09.30
   WIB.

7. Guidelines for registration, use, and further explanation regarding eASY.KSEI can be
   accessed through the Company's website and/or access.ksei.co.id website.

8. If the Shareholders will attend the MEETING but not through the eASY.KSEI mechanism,
   the Shareholders can download the power of attorney contained on the Company's
   website www.kimiafarma.co.id




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9. Shareholders who have given power of attorney in point 4 above, may submit question(s)
   to the Agenda via email to the Company corsec@kimiafarma.co.id by CC to
   DM@datindo.com and the question(s) will be submitted in MEETING by the Proxy and
   recorded in the Minutes of the MEETING compiled by the Notary, and answers to these
   question(s) will be submitted via Shareholders' email no later than 3 (three) working days
   after the MEETING.

10. To ease the arrangement and orderliness of the MEETING, Shareholders or their legal
    proxies are kindly requested to register for attendance (registration) no later than 30
    (thirty) minutes before the MEETING begins, and at 09.30 WIB the registration will be
    closed.

                             Jakarta, Augustu 15, 2023
                                PT Kimia Farma Tbk
                                 Board of Directors




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