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20251219_KAEF_Ringkasan Risalah//Risalah RUPS_32014351_lamp2.pdf
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ANNOUNCEMENT
SUMMARY OF MINUTES OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
YEAR 2025
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 Board of Directors has convened the
Company’s Extraordinary General Meeting of Shareholders (hereinafter referred to as the
“Meeting”) on:
Day/Date : Wednesday, December 17, 2025
Time : 14.56 WIB – 15.42 WIB
Venue : Indonesia Health Learning Institute
Jalan Cipinang Cempedak I No. 36,
Jatinegara, East Jakarta.
The Meeting was chaired by Mr. Stefan Looho, as the President Commissioner, concurrently
serving as the Independent Commissioner of the Company, based on the resolution of the Board
of Commissioners Number: KEP-018/KOM-KF/XII/2025 dated December 15, 2025, regarding the
Appointment of the Chairperson of the Extraordinary General Meeting of Shareholders of
PT Kimia Farma Tbk.
A. Attendance of Board of Commissioners and Board of Directors
The Meeting was physically attended by 5 (five) 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. Stefan Looho President Director Mr. Djagad
Commissioner, Prakasa Dwialam
concurrently serving
as Independent
Commissioner
Commissioner Mrs. Sumarjati Director of Finance Mr. Willy Meridien
Arjoso and Risk Management
Independent Mrs. Diah Director of Portfolio, Mrs. Jasmine
Commissioner Kusumawardani Product, and Service Karsono
Independent Mr. Fachmi Idris Director of Production Mr. Hadi Kardoko
Commissioner and Supply Chain
Commissioner Mr. Suprianto Director of Human Mr. Disril Revolin
Resources Putra
Director of Mr. Hanadi Setiarto
Commercial
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B. Attendance Quorum of the Shareholders
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, 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 into Law, for Agenda Items No. 1 and No. 2, the Meeting
may be validly convened if attended by Shareholders representing more than 1/2 (one half) of
the total number of shares with valid voting rights.
Based on Article 25 paragraph (5) of the Company’s Articles of Association and Article 88
paragraph (1) of Law Number 40 of 2007 concerning 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 into Law, for Agenda Item No. 3, the Meeting may be validly
convened if attended by the Series A Dwiwarna Shareholder(s) and the other Shareholders
and/or their duly authorized proxies who collectively represent at least 2/3 (two thirds) of the
total number of shares with valid voting rights.
Specifically with respect to amendments to the Company’s Articles of Association that include
changes to the special rights of the Series A Dwiwarna shares, pursuant to Article 45 of OJK
Regulation Number 15/POJK.04/2020, the Meeting may be validly convened if attended by 3/4
(three quarters) of the total shares in the class of shares affected by such changes in rights.
Pursuant to the Register of Shareholders as of the Recording Date on Monday, November 24,
2025, and the Attendance List from PT Datindo Entrycom as the Company's Securities
Administration Bureau, we can report that the Shareholders who were present and/or
represented at this Meeting, both those who were physically present (offline) and those who
were present electronically (online) or Shareholders who granted power of attorney via e-Proxy
eASY.KSEI, amounted to 1 (one) Series A Dwiwarna Shares and Jumlah yang hadir
5.000.253.399 (five billion two hundred fifty-three thousand three hundred ninety-nine) Series B
Shares, or a total of 5.000.253.400 (five billion two hundred fifty-three thousand four hundred)
shares, representing 89,8261742% (eighty-nine point eight two six one seven four two percent)
of 5.566.588.407 (five billion five hundred sixty-six million five hundred eighty-eight thousand
four hundred seven) shares, which is the total number of valid voting shares issued by the
Company up to the date of the Meeting, consisting of:
• 1 (one) series A Dwiwarna share; and
• 5.566.588.406 (five billion five hundred sixty-six million five hundred eighty-eight thousand
four hundred six) Series B shares.
with a nominal value of IDR 100 (one hundred Rupiah), which is the total number of shares
issued by the Company to date.
The number of shares present includes the presence of 1 (one) Series A Dwiwarna share
(100%).
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C. Meeting Agendas Brief Explanation
1. Appointment of a Substitute Public Accounting Firm to audit the Consolidated
Financial Statements of PT Kimia Farma Tbk, as well as the Micro and Small Business
Funding (PUMK) Financial Statements and other relevant reports for the Financial
Year 2025.
Brief Explanation:
The agenda item regarding the appointment of a substitute Public Accounting Firm is
carried out based on the results of the evaluation and recommendation of the Audit
Committee of PT Kimia Farma Tbk, as conveyed through the letter of the Board of
Commissioners Number 134/LP 000/Dekom/XII/2025 dated 3 December 2025 concerning
the Proposed Resolution of the Extraordinary General Meeting of Shareholders on the
agenda item of the Public Accounting Firm of PT Kimia Farma Tbk. This appointment also
takes into consideration the need to ensure the timely completion of the audit of the
consolidated financial statements of PT Kimia Farma Tbk.
2. Delegation of Authority for the Approval of the Company’s Work Plan and Budget
(RKAP) for the Year 2026.
Brief Explanation:
The agenda item regarding the delegation of authority for the approval of the Company’s
Work Plan and Budget (RKAP) for the Financial Year 2026 is proposed in implementation
of the provisions of Article 15G paragraph (5) of Law Number 16 of 2025 concerning the
Fourth Amendment to Law Number 19 of 2003 on State-Owned Enterprises, which
stipulates that the Company’s annual work plan is subject to approval by the General
Meeting of Shareholders (GMS).
3. Amendment to the Company’s Articles of Association.
Brief Explanation:
The agenda item on the amendment to the Articles of Association is proposed in order to
align the provisions of the Company’s Articles of Association with the provisions of Law
Number 19 of 2003 on State-Owned Enterprises, as most recently amended by Law
Number 16 of 2025 concerning the Fourth Amendment to Law Number 19 of 2003 on State-
Owned Enterprises, and in response to the request from the Head of the State-Owned
Enterprises Regulatory Agency, as set forth in his letter Number S-23/BPU/10/2025 dated
28 October 2025 regarding the amendment to the Articles of Association.
D. Opportunity for Questions and/or Opinions during the Meeting
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 on 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.
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5. The process of submitting questions and/or opinions for Shareholders who are physically
present at the Meeting (offline) is as follows:
a. The Chairperson of the meeting will ask the shareholders if they have any questions or
opinions to submit.
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.
6. The process of submitting questions and/or opinions for Shareholders electronically at the
Meeting through eASY.KSEI, is 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 as long as the 'General Meeting Flow Text'
column has the status of "discussion started for agenda item no. […]”.
7. 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.
8. 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.
9. 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.
10. 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 9 above.
11. 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. Pursuant to Article 25 paragraph (1) of the Company’s Articles of Association and
Article 87 paragraph (2) of Law Number 40 of 2007 concerning 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 into Law
(“Company Law”), with respect to Agenda Items No. 1 and No. 2, resolutions shall be
valid if approved by more than 1/2 (one half) of the total shares with valid voting rights
present at the Meeting.
b. Pursuant to Article 25 paragraph (5) in conjunction with Article 28 of the Company’s
Articles of Association and Article 88 paragraph (1) of Law Number 40 of 2007
concerning 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 into Law (“Company Law”), with respect to Agenda Item No. 3,
resolutions shall be valid if approved by the Series A Dwiwarna shareholder(s) and the
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other shareholders and/or their duly authorized proxies, who collectively represent
more than 2/3 (two thirds) of the total shares with valid voting rights present at the
Meeting.
Specifically, with respect to amendments to the Company’s Articles of Association that
involve changes to the special rights attached to the Series A Dwiwarna shares,
pursuant to Article 45 of OJK Regulation Number 15/POJK.04/2020, resolutions shall
be valid if approved by more than 3/4 (three quarters) of the shares with voting rights
present at 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. The electronic (online) voting process for Shareholders in the Meeting through eASY.KSEI
(e-Voting) is carried out in the following manner:
a. The voting process takes place on eASY.KSEI in the E-Meeting Hall menu, Live
Broadcasting sub-menu;
b. Shareholders who are present or grant electronic proxy in the Meeting through
eASY.KSEI, but have not yet cast their vote, have the opportunity to cast their vote
during the voting period through the E-Meeting Hall screen on eASY.KSEI;
c. During the voting process, the ‘General Meeting Flow Text’ column will display the
status “voting for agenda item no, [...] has started”;
d. If a Shareholder does not cast a vote for an Agenda Item until the status of the Meeting
displayed in the ‘General Meeting Flow Text” column changes to “voting for agenda
item no [...] has ended”, then the Shareholder is considered to have abstained;
e. Direct electronic voting per Agenda Item via eASY.KSEI is allocated a maximum of 5
(five) minutes.
5. Shareholders of shares with valid voting rights who are present at the Meeting but abstain,
in accordance with the provisions of Article 47 of POJK No.15/POJK.04/2020 and Article
25 paragraph (11) of the Articles of Association, shall be deemed to have cast votes in line
with the majority of shareholders who cast votes.
6. The Chair of the Meeting shall request the Notary to announce the results of the voting.
7. The provisions referred to in this paragraph shall apply mutatis mutandis to Shareholders
who grant proxy through e-Proxy.
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
Whereas the Meeting has resolved the following resolutions as set forth in Minutes of the
Extraordinary General Meeting of Shareholders of PT KIMIA FARMA Tbk, abbreviated as PT
KAEF Tbk. Number 17 dated December 17, 2025, made by Notary Dewantari Handayani, S.H.,
MPA and its summary is as follows:
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First Meeting Agenda:
Appointment of a Substitute Public Accounting Firm to audit the Consolidated Financial Statements
of PT Kimia Farma Tbk, as well as the Micro and Small Business Funding (PUMK) Financial
Statements and other relevant reports for the Financial Year 2025.
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)
20.000 shares or 800 shares or 5.000.232.600 shares or
0,0004000% 0,0000160% 99,9995840%
In accordance with the provisions of Article 47 of OJK Regulation No. 15/POJK.04/2020 and Article
25 paragraph (11) of the Company’s Articles of Association, Shareholders who cast an Abstain
vote shall be deemed to have cast the same vote as the majority of Shareholders who cast their
votes. Accordingly, the Meeting, with the majority votes amounting to 5.000.233.400 (five billion
two hundred thirty-three thousand four hundred) shares or representing 99,9996000% (ninety-nine
point nine nine nine six zero zero zero percent) of the total votes cast in the Meeting, resolved as
follows:
1. To reaffirm the appointment of Heliantono & Partners Public Accounting Firm as the Public
Accounting Firm to audit the Company’s Consolidated Financial Statements as well as the
Financial Statements of the Micro and Small Enterprise Financing Program and other reports
for the 2025 financial year.
2. To delegate authority and power to the Company’s Board of Commissioners, subject to prior
approval from the Majority Series B Shareholders, to determine the amount of audit fees for
the Public Accounting Firm approved under resolution item 1 (one) above, including any
required expansion of the scope of work and other reasonable terms and conditions applicable
to such Public Accounting Firm.
3. To delegate authority to the Company’s Board of Commissioners, subject to prior approval
from the Majority Series B Shareholders, to determine:
a. a replacement Public Accounting Firm in the event that the appointed Public Accounting
Firm is unable to continue or perform its duties for any reason; and
b. the terms and conditions of appointment and the remuneration of such replacement
Public Accounting Firm.
Second Meeting Agenda:
Delegation of Authority for the Approval of the Company’s Work Plan and Budget (RKAP) for the
Year 2026.
Number of Questioners
In the agenda of the Second Meeting, there was 1 (one) response from the Proxy of PT Bio Farma
(Persero), as the majority Series B Shareholder.
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Voting Calculations
AGREE (Including the Series A
DISAGREE ABSTAIN
Dwiwarna Shareholder)
20.800 shares or 0 share or 0,0000000% 5.000.232.600 shares or
0,0004160% 99,9995840%
In accordance with the provisions of Article 47 of OJK Regulation No. 15/POJK.04/2020 and Article
25 paragraph (11) of the Company’s Articles of Association, Shareholders who cast an Abstain
vote shall be deemed to have cast the same vote as the majority of Shareholders who cast their
votes. Accordingly, the Meeting, with the majority votes amounting to 5.000.232.600 (five billion
two hundred thirty-two thousand six hundred) shares or representing 99.9995840% (ninety-nine
point nine nine nine five eight four zero percent) of the total votes cast in the Meeting, resolved as
follows:
To grant authority and power to the Board of Commissioners, subject to obtaining prior written
approval from the Majority Series B Shareholder(s), to approve the Company’s Work Plan and
Budget (RKAP) for the Financial Year 2026, including any amendments thereto.
Third Meeting Agenda:
Amendment to the Company’s Articles of Association.
Number of Questioners
At Stage 1, regarding changes to the special rights of Series A Dwiwarna shares, there was 1 (one)
response from the Proxy of the Series A Dwiwarna Shareholder.
At Stage 2, there were no questions.
Voting Calculations
AGREE (Including the Series A
DISAGREE ABSTAIN
Dwiwarna Shareholder)
20.000 shares or 0 share or 0,0000000% 5.000.233.400 shares or
0,0004000% 99,9996000%
In accordance with the provisions of Article 47 of OJK Regulation No. 15/POJK.04/2020 and Article
25 paragraph (11) of the Company’s Articles of Association, Shareholders who cast an Abstain
vote shall be deemed to have cast the same vote as the majority of Shareholders who cast their
votes. Accordingly, the Meeting, with the majority votes amounting to 5.000.233.400 (five billion
two hundred thirty-three thousand four hundred) shares or representing 99,9996000% (ninety-nine
point nine nine nine six zero zero zero percent) of the total votes cast in the Meeting, resolved as
follows:
1. To approve the amendment to the Company’s Articles of Association in order to align the
provisions thereof with applicable laws and regulations and prevailing policies, including Law
Number 16 of 2025 concerning the Fourth Amendment to Law Number 19 of 2003 on State-
Owned Enterprises, including the amendment to Article 5 of the Company’s Articles of
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Association concerning the adjustment of the special rights attached to the Series A Dwiwarna
shares owned by the Government of the Republic of Indonesia.
2. To approve the restatement and recodification of all provisions of the Company’s Articles of
Association into a single consolidated and comprehensive document in connection with the
amendments as referred to in resolution item number 1 above.
3. To grant authority and power to the Company’s Board of Directors, with the right of substitution,
to take all actions necessary in connection with the resolutions of this Meeting agenda item,
including to prepare and restate the Company’s entire Articles of Association in a Notarial
Deed, and to grant authority, with the right of substitution, to submit the same to the relevant
competent authorities in order to obtain the acknowledgement of receipt of notification and
approval of the amendments to the Company’s Articles of Association, and to take any and all
actions deemed necessary or useful for such purposes without exception, including to make
any additions and/or amendments to such amendments to the Articles of Association, if so
required by the relevant authorities.
Jakarta, December 19, 2025
PT Kimia Farma Tbk
Board of Directors
Names mentioned 20 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Djagad
· President Director
p.1 ×2
unresolved
person
Sumarjati
· Commissioner
p.1
unresolved
person
Willy Meridien Arjoso
p.1
unresolved
person
Diah
p.1
unresolved
person
Jasmine
p.1
unresolved
person
Kusumawardani
· Commissioner
p.1
unresolved
org
Disril Revolin Resources
p.1
unresolved
person
Hanadi Setiarto Commercial
p.1 ×2
unresolved
org
PT Datindo Entrycom
p.2 ×2
unresolved
org
PT KAEF Tbk.
p.5
unresolved
person
Notary Dewantari Handayani
p.5
unresolved
org
Heliantono & Partners
p.6
unresolved
org
Government of the Republic of Indonesia
p.8
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