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20251010_KAEF_Pemanggilan RUPS_31966783_lamp1.pdf
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NOTICE TO THE
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 2025
PT KIMIA FARMA Tbk
The Board of Directors of PT Kimia Farma Tbk (the “Company”) hereby announces the invitation
to the Extraordinary General Meeting of Shareholders of the Company for the year 2025
(hereinafter referred to as the “MEETING”), which will be convened on:
Day, Date : Monday, November 3, 2025
Time : 14.00 WIB (2 PM) until completion
Link to attend : Access the KSEI Electronic General Meeting System (eASY.KSEI) via the
the Meeting link: https://akses.ksei.co.id/ provided by KSEI
In connection with the convening of the MEETING to be held electronically (e-GMS) as referred to
in the Financial Services Authority Regulation (POJK) No. 15/POJK.04/2020 concerning the
Planning and Implementation of General Meetings of Shareholders of Public Companies, and
POJK No. 14 of 2025 concerning the Electronic Implementation of General Meetings of
Shareholders, Bondholders, and Sukukholders, the Meeting will be conducted electronically
through the e-GMS system provided by PT Kustodian Sentral Efek Indonesia (“KSEI”), namely
eASY.KSEI. The Chairperson of the Meeting, Notary, as well as Supporting Professionals and
Institutions will coordinate the electronic implementation of the Meeting from Indonesia Health
Learning Institute, Jl. Cipinang Cimpedak I No. 36, East Jakarta.
The MEETING will be conducted with the following agendas:
1. Approval of the Transfer 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 description:
The First Agenda is presented to fulfill the provisions of Article 102 paragraph (1) letter a of the
Indonesian Company Law, Article 12 paragraph (9) of the Company’s Articles of Association,
Article 12 paragraph (10) letter a (1) of the Company’s Articles of Association, Financial
Services Authority Regulation (POJK) No. 17/POJK.04/2020, and POJK No. 42/POJK.04/2020,
which require the approval of the General Meeting of Shareholders for the transfer of the
Company’s assets amounting to more than 50% (fifty percent) of the Company’s total net
assets, whether in a single transaction or in multiple transactions that are interrelated or not,
categorized as material transactions with a value exceeding 50% (fifty percent) of the
Company’s equity.
2. Change of the Company’s Management.
Brief description:
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.
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Notes:
1. This announcement shall serve as the official invitation to the MEETING for the Company’s
Shareholders; therefore, the Board of Directors of the Company will not send a separate
invitation to the Shareholders.
2. The Shareholders entitled to attend and vote electronically at the Meeting are those whose
names are recorded in the Company’s Shareholders Register (“DPS”) and/or the owners of
the Company’s shares in securities sub-accounts at KSEI as of the closing of trading on the
Indonesia Stock Exchange on Thursday, October 9, 2025.
3. As of the date of this announcement, the Company has made available the materials for each
Agenda of the MEETING, which may be downloaded through the Company’s website at
www.kimiafarma.co.id.
4. Shareholders who wish to grant electronic proxy authorization for the MEETING through the
eASY.KSEI application must take note of the following matters:
a. Registration Process
(i) Local individual shareholders who have not submitted a declaration of attendance or
proxy authorization through the eASY.KSEI application within the deadline stated in
item 2 and wish to attend The MEETING electronically must complete their
attendance registration in the eASY.KSEI application on the date of the Meeting until
the electronic registration period is closed by the Company.
(ii) Local individual shareholders who have submitted a declaration of attendance but
have not cast at least one vote for any of the MEETING’s agenda items in the
eASY.KSEI application within the deadline stated in item 2 and wish to attend the
Meeting electronically must complete their attendance registration in the eASY.KSEI
application on the date of the MEETING until the electronic registration period is
closed by the Company.
(iii) Shareholders who have granted a proxy to a proxyholder appointed by the Company
(Independent Representative) or an Individual Representative but have not cast at
least one vote for any of the MEETING’s agenda items in the eASY.KSEI application
within the deadline stated in item 2 must ensure that the respective proxyholder
completes the attendance registration in the eASY.KSEI application on the date of
the MEETING until the electronic registration period is closed by the Company.
(iv) Shareholders who have granted a proxy to a participant/intermediary proxyholder
(Custodian Bank or Securities Company) and have cast their votes through the
eASY.KSEI application within the deadline stated in item 2 must ensure that the
authorized representative registered in the eASY.KSEI application completes the
attendance registration in the eASY.KSEI application on the date of the MEETING
until the electronic registration period is closed by the Company.
(v) Shareholders who have submitted a declaration of attendance or granted a proxy to
a proxyholder appointed by the Company (Independent Representative) or an
Individual Representative and have cast at least one or all votes for the MEETING’s
agenda items through the eASY.KSEI application within the deadline stated in item
2 are not required to complete electronic attendance registration in the eASY.KSEI
application on the date of the MEETING. Their share ownership will automatically be
counted toward the meeting quorum, and the votes previously submitted will
automatically be counted in the MEETING’s voting process.
(vi) Any delay or failure to complete the electronic registration process as referred to in
points (i) through (iv), for any reason whatsoever, will result in the Shareholder or its
proxyholder being unable to attend the MEETING electronically, and such share
ownership will not be counted toward the quorum of the MEETING.
b. Process for Submitting Questions and/or Opinions Electronically
(i) Shareholders or their proxyholders shall have three (3) opportunities to submit
questions and/or opinions during each discussion session for every MEETING
agenda item. Questions and/or opinions for each agenda item of the Meeting may
be submitted in writing by the Shareholder or proxyholder using the chat feature in
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the ‘Electronic Opinions’ column available on the E-Meeting Hall screen within the
eASY.KSEI application. Questions and/or opinions may be submitted while the
MEETING status in the ‘General Meeting Flow Text’ column displays “Discussion
started for agenda item No. […]”.
(ii) The determination of the discussion mechanism for each agenda item of the
MEETING through written means via the E-Meeting Hall screen in the eASY.KSEI
application shall be at the discretion of each Company and will be stipulated in the
Company’s Rules of Conduct for the MEETING as provided in the eASY.KSEI
application.
(iii) Proxyholders attending electronically who wish to submit questions and/or opinions
on behalf of the Shareholders they represent during the discussion session of each
MEETING agenda item must state the name of the Shareholder and the number of
shares owned, followed by the relevant question or opinion.
c. Electronic Voting Process
(i) The electronic voting process shall be conducted through the eASY.KSEI application
under the E-Meeting Hall menu, sub-menu Live Broadcasting.
(ii) Shareholders who attend in person electronically or are represented by their
proxyholders but have not yet cast their votes for any MEETING agenda item as
referred to in item 4 letter a points (i)–(iv), shall have the opportunity to cast their
votes during the voting period opened by the Company through the E-Meeting Hall
screen in the eASY.KSEI application. When the electronic voting period for each
Meeting agenda item begins, the system will automatically initiate the voting
countdown (voting time) with a maximum duration of five (5) minutes. During the
electronic voting process, the status “Voting for agenda item No […] has started” will
appear in the General Meeting Flow Text column. If a Shareholder or its proxyholder
does not cast a vote for a particular Meeting agenda item until the Meeting status
shown in the General Meeting Flow Text column changes to “Voting for agenda item
No […] has ended,” such Shareholder shall be deemed to have cast an Abstain vote
for the relevant agenda item.
(iii) The voting time during the electronic voting process constitutes the standard period
determined by the eASY.KSEI application. Each Company may set its own policy
regarding the duration of electronic voting for each MEETING agenda item (with a
maximum of five (5) minutes per item), which will be stipulated in the Company’s
Rules of Conduct for the MEETING through the eASY.KSEI application.
d. Viewing the Meeting via the GMS Broadcast
(i) Shareholders or their proxyholders who have been registered in the eASY.KSEI
application no later than the deadline stated in item 2 may view the ongoing Meeting
via a Zoom Webinar by accessing the GMS Broadcast submenu under the
eASY.KSEI menu available on the AKSes facility (https://akses.ksei.co.id/).
(ii) The GMS Broadcast accommodates up to 500 participants, and participation will be
determined on a first-come, first-served basis. Shareholders or their proxyholders
who are unable to view the Meeting through the GMS Broadcast shall still be deemed
to have validly attended the Meeting electronically, and their share ownership and
votes will be counted, provided that they have been registered in the eASY.KSEI
application in accordance with the provisions set out in item 4 letter a points (i)–(vi).
(iii) Shareholders or their proxyholders who only view the Meeting through the GMS
Broadcast but are not electronically registered in the eASY.KSEI application as
stipulated in item 4 letter a points (i)–(vi) shall be deemed not to have validly attended
the Meeting, and their attendance will not be counted toward the quorum.
(iv) Shareholders or their proxyholders viewing the Meeting through the GMS Broadcast
will have access to the raise hand feature, which may be used to submit questions
and/or opinions during the discussion session of each Meeting agenda item. If the
Company permits and activates the allow to talk feature, Shareholders or their
proxyholders may deliver their questions and/or opinions verbally. The determination
of the discussion mechanism for each Meeting agenda item using the allow to talk
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feature within the GMS Broadcast shall be at the discretion of each Company and
will be stipulated in the Company’s Rules of Conduct for the Meeting through the
eASY.KSEI application.
(v) For the best experience in using the eASY.KSEI application and/or GMS Broadcast,
Shareholders or their proxyholders are advised to use the Mozilla Firefox browser.
5. The Notary, assisted by the Share Registrar, will verify and count the votes for each agenda
item of the MEETING in every decision-making process, including the votes submitted by the
Shareholders through the eASY.KSEI system as referred to in item 4 letter c points (i)–(iii)
above, as well as those cast during the MEETING.
6. The Company recommends that Shareholders entitled to attend the Meeting whose shares
are held in collective custody at KSEI register their attendance ELECTRONICALLY through
the KSEI System (eASY.KSEI) via the link https://akses.ksei.co.id/ provided by KSEI. The
electronic registration period will open as of the date of this MEETING invitation and will close
no later than 1:30 p.m. Western Indonesia Time (WIB) on the day of the MEETING.
7. Guidelines for registration, usage, and further information regarding eASY.KSEI may be
accessed on the Company’s website at www.kimiafarma.co.id and/or at
https://akses.ksei.co.id/.
8. In the event that a Shareholder wishes to attend the MEETING outside the eASY.KSEI
mechanism, the Shareholder may download the proxy form available on the Company’s
website at www.kimiafarma.co.id.
9. Shareholders who have granted proxy authorization as referred to in item 4 above may submit
questions regarding the Meeting’s agenda items via email to the Company at
corsec@kimiafarma.co.id, with a copy to DM@datindo.com. Such questions will be
presented during the Meeting by the appointed proxyholder and recorded in the Minutes of
MEETING prepared by the Notary. The responses to these questions will be sent to the
Shareholder’s email no later than three (3) working days after the MEETING.
10. To ensure proper organization and orderly conduct of the MEETING, Shareholders or their
authorized proxyholders are respectfully requested to complete attendance registration no
later than thirty (30) minutes before the MEETING begins. Registration will be closed at 1:30
p.m. Western Indonesia Time (WIB).
Jakarta, October 10, 2025
PT Kimia Farma Tbk
Board of Directors
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Financial Services Authority
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PT Kustodian Sentral Efek Indonesia
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Indonesia Stock Exchange
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