20251105_KAEF_Ringkasan Risalah//Risalah RUPS_31982641_lamp1.pdf

B. Attendance Quorum of the Shareholders
   Pursuant to Article 25 (2) of the Company's Articles of Association and Article 102 paragraph
   (5) jo. Article 89 paragraph (5) of Law No. 40 of 2007 on Limited Liability Companies as
   amended by Law No. 6 of 2023 on the Enactment of Government Regulation in Lieu of Law No.
   2 of 2022 on the Job Creation as a Law (the “Company Law”), for Agenda Item 1, the Meeting
   may be held if the Meeting is attended by the Dwiwarna Series A Shareholder and the other
   Shareholders and/or their authorized representatives who together represent at least ¾ (three
   quarters) of the total number of shares with valid voting rights..

   Pursuant to Article 25 paragraph (4) of the Company's Articles of Association and Article 86
   paragraph (1) of the Company Law, for Agenda Item 2, the Meeting may be held if attended by
   Dwiwarna Series A Shareholder and other Shareholders and/or their authorized representatives
   who together represent more than ½ (one half) of the total number of shares with valid voting
   rights.

   Pursuant to the Register of Shareholders as of the Recording Date on Thursday,
   October 9, 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 5,002,520,399 (five billion two
   million five hundred twenty thousand three hundred ninety nine) Series B Shares, or a total of
   5,002,520,400 (five billion two million five hundred twenty thousand four hundred) shares,
   representing 89.8668993% (eighty nine point eight six six eight nine nine three 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.

C. Meeting Agendas Brief Explanation
   1. Approval of the Transfer/Assignment and Write-off of the Company’s Assets,
      representing more than 50% of the Company’s total net assets, to be carried out in
      accordance with the prevailing laws and regulations.
      Brief Explanation:
      The Company is currently undertaking a restructuring program aimed at strengthening its
      operations and performance. One of the supporting initiatives under this restructuring
      program will be the divestment of the Company’s assets to generate funds for operational
      needs and working capital.

In connection with the proposed transfer of the Company’s assets in the form of land and
buildings, which forms part of the Company’s Restructuring Plan (“RRP”) covering 38
(thirty-eight) locations, and in order to comply with the provisions of Article 102 paragraph
(1) letter a of Law No. 40 of 2007 on Limited Liability Companies as amended by Law No.
6 of 2023 on the Enactment of Government Regulation in Lieu of Law No. 2 of 2022 on the
Job Creation as a Law (“Company Law”), as well as Article 12 paragraph (9) and Article 12
paragraph (10) letter a (1) of the Company’s Articles of Association, the Board of Directors,
with a written response from the Board of Commissioners and approval of the General
Meeting of Shareholders, may transfer the Company’s assets representing more than 50%
(fifty percent) of the Company’s total net assets, whether in a single transaction or several
related or unrelated transactions, which constitute a material transaction exceeding 50%
(fifty percent) of the Company’s equity value.

Based on the Financial Statements as of June 30, 2025, which have been limitedly reviewed
by Public Accounting Firm (KAP) Heliantono & Rekan (Parker Russell International) under
report No. 00170/2.0459/RA/04/0916–1/1/IX/2025 dated September 8, 2025, the Company
recorded net assets of IDR 3.3 trillion. The Company plans to transfer 38 assets (in the form
of land and buildings not affecting the Company’s business operations) with a total book
value of IDR 2.1 trillion, representing more than 50% of the Company’s net assets, with the
transfer potentially conducted in one or more transactions.
Through this plan, the Company expects to generate cash proceeds to support its
operational activities and business development.

The 38 assets proposed for Transfer/Disposal and Derecognition of the Company’s assets,
representing more than 50% of the Company’s total net assets, are as follows:
 1. Land and Building located at Jl. Otista Taman Indah No. 21B, East Jakarta, under the
     Right-To Build Certificate (Sertifikat Hak Guna Bangunan or "SHGB") with NIB No.
     09.04.000013685.0
 2. Land and Building located at Jl. Tebet Utara IV-D No. 3, South Jakarta, under SHGB
     No. 1742/Tebet Timur
 3. Land and Building located at Jl. Simongan, Semarang, under SHGB No.
     2252/Manyaran
 4. Land and Building located at Jl. Sisingamangaraja XII KM 9/59, Medan, under SHGB
     No. 87/Timbang Deli
 5. Land located at Jl. Dr. Setiabudi No. 33, Bandung, under SHGB No. 310/Pasteur
 6. Land and Building located at Jl. Cipinang Cempedak I No. 36, East Jakarta, under
     SHGB No. 00575/Cipinang Cempedak
 7. Land and Building located at Jl. Sam Ratulangi No. 28, Manado, under SHGB No.
     449/Wenang Selatan
 8. Land and Building located at Jl. Sabang No. 15, Bandung, under SHGB No. 407/Cihapit
 9. Land and Building located at Jl. Merapi No. 21, Semarang, under SHGB No.
     00672/Gajah Mungkur
 10. Land and Building located at Jl. Asia Afrika No. 9, Bandung, under SHGB No.
     656/Braga

11. Land and Building located at Jl. Rambutan No. 19, Desa 30 Ilir, Palembang, under
    SHGB No. 331/30 Ilir
12. Land and Building located at Jl. Raya Ciloto Puncak, Cianjur, under SHGB No.
    45/Ciloto
13. Land and Buildings located at Jl. Cargo Taman II No. 9, Ubung Kaja, Denpasar, under
    SHGB No. 334/Ubung Kaja, 335/Ubung Kaja, and 336/Ubung Kaja
14. Land and Building located at Jl. Kramat Raya No. 46, Central Jakarta, under SHGB
    No. 1454/Kwitang
15. Land located at Desa Jombok, under AJB No. 57 dated 21 December 2015, AJB No.
    71 dated 28 December 2015, and AJB No. 54 dated 21 December 2015, all executed
    before Masruchin, S.H., M.Hum, Land Deed Official (PPAT) in Jombang
16. Land and Building located at Jl. Taman Bendungan Jatiluhur VII No. 16, Central
    Jakarta, under SHGB No. 1640/Bendungan Hilir
17. Land and Building located at Jl. Tebet Barat VI-E No. 10, South Jakarta, under SHGB
    No. 2437/Tebet Barat
18. Land and Building located at Jl. Tebet Barat X-A No. 30, South Jakarta, under SHGB
    No. 2438/Tebet Barat
19. Land and Building located at Jl. Tebet Timur Dalam VII-E No. 19, South Jakarta, under
    SHGB No. 2084/Tebet Timur
20. Land and Building located at Jl. Otista Taman Indah No. 22B, East Jakarta, under
    SHGB No. 805/Bidara Cina
21. Land and Building located at Jl. Cikini Raya No. 2–4, Central Jakarta, under SHGB with
    NIB No. 09.01.000007191.0
22. Land and Building located at Jl. Sultan Hasanuddin No. 1, Melawai, South Jakarta,
    under SHGB No. 907/Melawai
23. Land and Building located at Jl. Tebet Timur Dalam X-E No. 5, South Jakarta, under
    SHGB No. 1723/Tebet Timur
24. Land and Building located at Jl. Tebet Timur Dalam X-E No. 3, South Jakarta, under
    SHGB No. 1724/Tebet Timur
25. Land located at Eco Green Industrial Area, Pekanbaru, under SHGB No.
    00079/Perhentian Mapoyan
26. Land and Building located at Jl. Taslim No. 1, Pontianak, under SHGB No.
    00568/Tengah
27. Land and Building located at Jl. Sao-Sao No. 241, Bende, Kendari, under SHGB No.
    00020/Bende
28. Land and Building located at Jl. Ciwaringin No. 53, Bogor, under SHGB No.
    11/Ciwaringin
29. Land and Building located at Kampung Sirnagalih, Megamendung, Bogor, under SHGB
    No. 794/Megamendung
30. Land and Building located at Kompl. PTP No. 23, Banjararum, Malang, under SHGB
    No. 1036/Banjararum
31. Land and Building located at Jl. Aksara No. 112A, Medan, under SHGB No.
    00722/Bantan Timur

       32. Land and Building located at Jl. Merdeka Barat No. 7–8, Lhokseumawe City, under
           SHGB No. 43/Uteun Kot
       33. Land and Building located at Jl. Dr. Soebandi No. 232, Jember, under SHGB No.
           1736/Patrang
       34. Land and Buildings located at Jl. Abdi Negara III No. 32, Bandar Lampung, under
           SHGB No. 113/Gulak Galik
       35. Land and Buildings located at Pajajaran Quinine Factory Block II, Bandung, under
           SHGB No. 49/Pasirkaliki, 53/Pasirkaliki, 64/Pasirkaliki, 142/Pasirkaliki, 143/Pasirkaliki,
           and 154/Pasirkaliki
       36. Land and Buildings located at Pajajaran Quinine Factory Block III, Bandung, under
           SHGB No. 54/Pasirkaliki, 55/Pasirkaliki, 58/Pasirkaliki, 96/Babakan Ciamis,
           97/Babakan Ciamis, and 107/Babakan Ciamis
       37. Land and Buildings located at Pajajaran Quinine Factory Block IV, Bandung, under
           SHGB No. 90/Taman Sari, 127/Taman Sari, 128/Taman Sari, 172/Taman Sari,
           178/Taman Sari, 179/Taman Sari, 180/Taman Sari, and 181/Taman Sari
       38. Land located at Delta Silicon 1 Industrial Area, Lippo Cikarang, Jl. Angsana Raya,
           South Cikarang, Bekasi Regency, under SHGB with NIB No. 10.05.000167984.0

  2. Change of the Company’s Management.
     Brief Explanation:
     The Second Agenda is presented pursuant to the provisions of Article 11 paragraph (10),
     Article 14 paragraph (12), Article 23 paragraph (6) letter b, and Article 25 paragraph (4) of
     the Company’s Articles of Association, which stipulate that members of the Board of
     Directors and the Board of Commissioners shall be appointed and dismissed by the General
     Meeting of Shareholders.

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.
   5. The process of submitting questions and/or opinions for Shareholders who are physically
      present at the Meeting 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. Provisions for submitting questions and/or opinions for Shareholders electronically at the
       Meeting are as follows:
        a. Shareholders write their names, number of shares owned, as well as questions and/or
            opinions.
        b. For the proxies, the written submission must be accompanied by a description of the
            name of the Shareholder and the size of their share ownership, followed by related
            questions and/or opinions.
   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 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. Based on Article 25 paragraph (2) of the Company's Articles of Association and Article
         102 paragraph (5) in conjunction with Article 89 paragraph (5) of the Company Law for
         Agenda Item 1, the decision is valid if approved by more than ¾ (three-quarters) of the
         total number of voting shares present at the Meeting
     b. Based on Article 25 paragraph (4) of the Company's Articles of Association and Article
         86 paragraph (1) of the Company Law, for Agenda Item 2, the decision is approved by
         Series A Dwiwarna shareholder and other shareholders and/or their authorised
         representatives who together represent more than ½ (one half) of the total number of
         voting shares 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 01 dated November 3, 2025, made by Notary Dewantari Handayani, S.H.,
   MPA and its summary is as follows:

First Meeting Agenda:
Approval of the Transfer/Assignment and Write-off of the Company’s Assets, representing more
than 50% of the Company’s total net assets, to be carried out in accordance with the prevailing
laws and regulations.

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)
     1,507,600 shares or            20,100 shares or            5,000,992,700 shares or
        0.0301368%                    0.0004018%                     99.9694614%

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 5,001,012,800 (five billion
one million twelve thousand eight hundred) shares or representing 99.9698632% (ninety-nine point
nine six nine eight six three two percent) of the total votes cast in the Meeting, resolved as follows:

  1. To approve the transfer/disposal and write-off of the Company’s assets representing more
     than 50% of the Company’s total net assets for the Company’s operational needs, to be
     carried out through the sale of 38 (thirty-eight) Company assets consisting of land and
     buildings with a total book value of IDR 2,163,100,936,192 (Two Trillion One Hundred Sixty
     Three Billion One Hundred Million Nine Hundred Thirty Six Thousand One Hundred Ninety
     Two Rupiah). The said transfer/disposal and write-off of the Company’s assets may be
     executed after all remarks from the Board of Commissioners have been addressed and the
     Company’s Restructuring Plan has been approved.
  2. To authorize the Board of Directors to take all necessary actions in connection with the
     implementation of the transfer of the Company’s assets with a value exceeding 50% of the
     Company’s net assets as resolved in item 1 above, which will be conducted in the form of
     the sale of Company assets consisting of land and buildings, in accordance with the
     prevailing laws and regulations, including but not limited to the provisions in the field of
     Capital Market and agreements with third parties.
  3. In relation to items 1 and 2 above, the implementation shall be carried out carefully and
     prudently, while consistently observing the principles of good corporate governance,
     complying with the prevailing laws and regulations, and exercising optimal risk management
     to avoid any potential legal risks in the future.

Second Meeting Agenda:
Change of the Company’s Management.

Number of Questioners
None of the Shareholders asked questions in the Second Meeting Agenda.

Voting Calculations
                                                            AGREE (Including the Series A
         DISAGREE                     ABSTAIN
                                                              Dwiwarna Shareholder)
     1,500,100 shares or           20,100 shares or            5,001,000,200 shares or
        0.0299869%                   0.0004018%                     99.9696113%
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 5,001,020,300 (five billion
one million twenty thousand three hundred) shares or representing 99.9700131% (ninety-nine
point nine seven zero zero one three one percent) of the total votes cast in the Meeting, resolved
as follows:
1. To approve the honorable discharge of the following individuals from their respective positions
   in the Company’s management:
     a. Mrs. Lina Sari                – as Director of Finance and Risk Management
     b. Mr. Wiku Adisasmito           – as Commissioner
    with expressions of gratitude for their dedicated service and contributions during their tenure.

2. To approve the appointment of the following individuals as members of the Company’s
   management:
   a. Mr. Willy Meridian       – as Director of Finance and Risk Management
   b. Mrs. Sumarjati Arjoso    – as Commissioner

3. The term of office of the members of the Board of Directors and the Board of Commissioners
   of the Company appointed as referred to in point 2 shall be valid until the closing of the fifth
   (5th) Annual General Meeting of Shareholders from the date of their appointment, without
   prejudice to the right of the General Meeting of Shareholders to dismiss them at any time.

4. Following the changes in the Company’s management as referred to in points 1 and 2, the
   composition of the Company’s Management shall henceforth be as follows:

    a. Board of Directors
        1) President Director                                  :   Djagad Prakasa Dwialam
        2) Director of Commercial                              :   Hanadi Setiarto
        3) Director of Human Resources                         :   Disril Revolin Putra
        4) Director of Production and Supply Chain             :   Hadi Kardoko
        5) Director of Portfolio, Product, and Services        :   Jasmine Kamiasti Karsono
        6) Director of Finance and Risk Management             :   Willy Meridian

   b. Board of Commissioners
       1) President Commissioner, concurrently serving        : Stefan Looho
           as Independent Commissioner
       2) Independent Commissioner                            :   Diah Kusumawardani
       3) Independent Commissioner                            :   Fachmi Idris
       4) Commissioner                                        :   Suprianto
       5) Commissioner                                        :   Sumarjati Arjoso

5. For the members of the Board of Directors and the Board of Commissioners of the Company
   appointed as referred to in point 2 who concurrently hold other positions prohibited by the
   prevailing laws and regulations from being held together with positions as members of the
   Board of Directors or Board of Commissioners of Subsidiaries of State-Owned Enterprises,
   such individuals must resign from or be dismissed from those positions.

6. To grant authority, with the right of substitution, to the Board of Directors of the Company to
   state the resolutions of this General Meeting of Shareholders in a Notarial Deed, to appear
   before a Notary or other competent authority, and to make such adjustments or corrections as
   may be required by the relevant authorities for the purpose of implementing the contents of
   these resolutions.


                                  Jakarta, November 4, 2025
                                     PT Kimia Farma Tbk
                                      Board of Directors