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20250630_INAF_Ringkasan Risalah//Risalah RUPS_31909768_lamp2.pdf
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ANNOUNCEMENT
SUMMARY OF THE MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS FOR 2024
FINANCIAL YEAR PT INDOFARMA Tbk
Hereby, the Board of Directors of PT Indofarma Tbk (the “Company”), announces the Summary of Minutes
of the Annual General Meeting of Shareholders for the 2024 Financial Year of the Company (“Meeting”)
which held on:
A. Day/Date : Wednesday, June 25, 2025
Time : 17.00 – 19.05 WIB
Venue : Indonesia Health Learning Institute (IHLI) – Bio Farma Group
Jl. Cipinang Cempedak I Nomor 36, Jakarta Timur, 13340
B. Notification of Agenda, Announcement and Invitation for the Meeting have been carried out
consecutively in accordance with Article 23 paragraph (3) and paragraph (8) of the Company's Articles
of Association and Article 12 and Article 20 paragraph (1) of the Financial Services Authority Regulation
Number 15/POJK.04/2020 concerning the Plan and Implementation of General Meetings of
Shareholders of Public Companies (hereinafter referred to as "POJK No.15/2020"), namely as follows:
NOTIFICATION OF AGENDA The meeting has been carried out by sending a Company Letter to the
Financial Services Authority (hereinafter abbreviated as "OJK") on April 8, 2025 Number
0501/DIR/IV/2025 regarding Notification of the Plan to Hold the Annual General Meeting of
Shareholders of PT INDOFARMA Tbk, Company Letter dated April 28, 2025 Number 0583/DIR/IV/2025
regarding Request for Changes to the Schedule for Holding the Annual General Meeting of Shareholders
for the 2024 Financial Year (“AGMS”) of PT Indofarma Tbk, and the Company's Letter dated June 2, 2025
Number 0753/DIR/VI/2025 regarding Notification of the Agenda of the Annual GMS for the Fiscal Year
2024 of PT Indofarma Tbk.
ANNOUNCEMENT to the Company's Shareholders regarding the plan to hold the Meeting has been made
by uploading an advertisement on the Electronic General Meeting System website of the Indonesian
Central Securities Depository - hereinafter abbreviated as "eASY.KSEI" (https://www.akses.ksei.co.id) on
April 15, 2025 which was then revised on April 28, 2025 regarding Changes to the Meeting Schedule.
The SUMMONS to the Company's Shareholders to attend the Meeting has been made by placing an
advertisement on the eASY.KSEI website (https://www.akses.ksei.co.id), the Indonesia Stock Exchange
website - hereinafter abbreviated as "BEI" (https://idx.co.id) and the Company's website
(https://www.indofarma.id), on June 03, 2025.
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The Company also uploaded the Meeting Agenda Materials on the Company's website
(https://www.indofarma.id) on June 05, 2025
C. There are no additional proposals for Meeting Agendas from the Company's Shareholders until the
deadline as stipulated in Article 23 paragraph (6) letter a of the Company's Articles of Association,
namely until 7 (seven) days before the date of the Meeting Invitation which was announced on May
27, 2025.
D. The meeting was attended by all members of the Board of Commissioners and members of the Board
of Directors and Shareholders of the Company, namely:
BOARD OF COMMISSIONERS
Independent Commissioner : Mr. TEDDY WIBISANA;
Acting President Commissioner/ : Mr. DIDI AGUS MINTADI.
Commissioner
BOARD OF DIRECTORS
Acting President Director/
Operational Director : Mr. ANDI PRAZOS.
as well as Shareholders and proxies of Shareholders who were present physically or electronically
through eASY.KSEI who all own 2,925,939,900 shares including Series A Dwiwarna shares or constitute
94.4074656% of the total number of shares with valid voting rights that have been issued by the
Company up to the day of the Meeting, namely 3,099,267,500 shares consisting of:
- 1 Series A Dwiwarna share; and
- 3,099,267,499 Series B shares
with due observance of the Company's Shareholders List as of June 2, 2025 until 16:00 Western
Indonesia Time.
E. The meeting was chaired by the Company's Commissioner, Mr. Dr. DIDI AGUS MINTADI based on the
letter of the Board of Commissioners dated June 3, 2025 Number S-21/DK-INAF/VI/2025.
F. The Meeting was held with the following Agenda:
1. Approval of the Annual Report and Ratification of the Company's Consolidated Financial
Statements, Approval of the Board of Commissioners' Supervisory Task Report and Ratification of
the Financial Statements of the Micro and Small Business Funding Program (PUMK) for the 2024
Financial Year, as well as Granting of Full Settlement and Release of Liability (volledig acquit et de
charge) to the Board of Directors for the Company's Management Actions and the Board of
Commissioners for the Company's Supervisory Actions that have been carried out during the 2024
Financial Year.
2. Approval of the Use of the Company's Net Profit for the 2024 Financial Year.
3. Determination of Salaries/Honorariums including Facilities and Allowances for the 2025 Financial
Year, as well as Tantiem/Performance Incentives/Special Incentives for Performance in 2024 for
the Company's Board of Directors and Board of Commissioners.
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4. Approval of the Appointment of a Public Accountant and/or Public Accounting Firm (KAP) to Audit
the Company's Consolidated Financial Statements for the 2025 Financial Year and the Financial
Statements of the Micro and Small Business Funding Program (PUMK) for the 2025 Financial Year.
5. Changes to the Company's Management.
G. In the Meeting, the presentation of the Company's general condition was delivered by the Chairperson
of the Meeting, namely Mr. Dr. DIDI AGUS MINTADI.
In each Agenda of the Meeting, the opportunity was given to the Company's shareholders and proxies
of shareholders who were present physically or electronically to submit questions and/or opinions.
In the First, Third, Fourth, and Fifth Agendas of the Meeting, there were no shareholders and proxies
of shareholders of the Company who were present physically or electronically who submitted
questions and/or opinions. In the Second Agenda of the Meeting, there was 1 (one) Shareholder who
submitted a question electronically.
H. That the decision-making mechanism in the Meeting is carried out through deliberation to reach
consensus in accordance with Article 40 with due regard to Article 28 of POJK No. 15/2020. In the
event that deliberation for consensus is not reached, then the decision is taken through voting. The
voting mechanism is carried out openly calculated from the votes legally cast from the Meeting and
through eASY.KSEI.
That in the Meeting a decision has been taken as stated in the deed "Minutes of the Second Annual
General Meeting of Shareholders for the 2024 Financial Year of PT INDONESIA FARMA Tbk
abbreviated as PT INDOFARMA Tbk" dated 25 June 2025 Number 29 whose minutes of the deed were
made by Notary Utiek Rochmuliati Abdurachman, SH., MLI., MKn. which in essence are as follows:
In the First Agenda of the Meeting:
Of all shares with valid voting rights present and/or represented either physically or electronically at
the Meeting, none voted Disagree; 425,907,700 shares or 14.5562696% voted Abstain; while the rest,
2,500,032,200 shares or 85.4437304% including 1 (one) Series A Dwiwarna share voted Agree.
In accordance with the provisions of the Meeting Rules of Procedure, Shareholders who do not vote
(abstain) are deemed to have cast the same vote as the majority vote of Shareholders who cast votes.
Thus, the Meeting unanimously based on deliberation to reach a consensus, namely 2,925,939,900
shares or 100% of the total number of votes cast at the Meeting decided:
1. Approve the Company's Annual Report including the Board of Commissioners' Supervisory Task
Report for the Financial Year ending on December 31, 2024.
2. Ratify:
a) The Company's Consolidated Financial Statements for the Financial Year 2024 ending on
December 31, 2024 which have been audited by the Public Accounting Firm HELIANTONO and
Partners in accordance with its report Number 00386/2.0459/AU.1/04/0916-1/1/IV/2025 dated
April 17, 2025 with the opinion “Fair with Exceptions” in connection with the failure to obtain
sufficient and appropriate audit evidence on the recoverable value of consolidated fixed assets
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and inventories in which there are assets of a subsidiary, namely PT IGM, which on February 10,
2025 was declared bankrupt with all its legal consequences by the Central Jakarta District Court;
b) Financial Report of the Micro and Small Business Funding Program for the 2024 Financial Year
ending on December 31, 2024 which is part of the Social and Environmental Responsibility
Report as audited by the Public Accounting Firm HELIANTONO and Partners according to its
report Number 00683/2.0459/AU.2/04/0916-1/1/IV/2025 dated April 17, 2025 with the
opinion "fair in all material respects",
3. The Board of Directors and Board of Commissioners are requested to fully resolve the matters
that caused the recording of losses in the Company's Consolidated Financial Statements for the
2024 Financial Year and to consistently carry out their duties and functions carefully and
prudently to optimize all resources owned by PT Indofarma Tbk in order to fully resolve the
restructuring of PT Indofarma Tbk, in order to maintain the continuity of the Company's
business.
4. With the approval of the Company's Annual Report including the Board of Commissioners'
Supervisory Task Report, and the ratification of the Company's Consolidated Financial
Statements and the Financial Statements of the Micro and Small Business Funding Program
(PUMK), for the 2024 Financial Year ending on December 31, 2024, the General Meeting of
Shareholders grants release and discharge (acquit et de charge) to all members of the Board of
Directors for their management actions and to all members of the Board of Commissioners for
their supervisory actions carried out during the 2024 Financial Year ending on December 31,
2024, except for the cause of the opinion “Fair with Exceptions”, as long as such actions do not
constitute a criminal act and/or violate the provisions of applicable laws and legal procedures,
and are reflected in the Company's report books.
In the Second Agenda of the Meeting:
Of all shares with valid voting rights present and/or represented either physically or electronically at
the Meeting, none voted Disagree; of 425,907,700 shares or 14.5562696% voted Abstain; while the rest,
2,500,032,200 shares or 85.4437304% including 1 (one) Series A Dwiwarna share voted Agree.
In accordance with the provisions of the Meeting Rules of Procedure, Shareholders who do not vote
(abstain) are deemed to have cast the same vote as the majority of Shareholders who cast votes.
Thus, the Meeting unanimously based on deliberation for consensus, namely 2,925,939,900 shares or
100% of the total number of votes cast at the Meeting decided:
Approved that there is no determination of the Use of the Company's Net Profit because the Company
experienced a net loss in the 2024 Financial Year.
In the Third Agenda of the Meeting:
Of all shares with valid voting rights present and/or represented both physically and electronically at
the Meeting, 0 shares or 0% voted Disagree; 425,907,700 shares or 14.5562696% voted Abstain; while
the rest, 2,500,032,200 shares or 85.4437304% including 1 (one) Series A Dwiwarna share voted Agree.
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In accordance with the provisions in the Meeting Rules of Procedure, Shareholders who do not vote
(abstain) are deemed to have cast the same vote as the majority vote of Shareholders who cast votes.
Thus, the Meeting unanimously based on deliberation to reach a consensus, namely 2,925,939,900
shares or 100% of the total number of votes cast at the Meeting decided:
Approve the Determination of Tantiem/Performance Incentives/Special Incentives for the 2024
Financial Year, Salaries for the Board of Directors and Honorariums for the Board of Commissioners
along with other facilities and allowances for the Year 2025, will be determined separately by the
Series A Dwiwarna Shareholders.
In the Fourth Agenda of the Meeting:
Of all shares with valid voting rights present and/or represented either physically or electronically at
the Meeting, 0 shares or 0% voted Disagree; 425,907,700 shares or 14.5562696% voted Abstain; while
the rest, amounting to 2,500,032,200 shares or 85.4437304% including 1 (one) Series A Dwiwarna share
voted Agree.
In accordance with the provisions of the Meeting Rules of Procedure, Shareholders who do not vote
(abstain) are deemed to have cast the same vote as the majority vote of Shareholders who cast votes.
Thus, the Meeting unanimously based on deliberation for consensus, namely 2,925,939,900 shares or
100% of the total number of votes issued at the Meeting decided:
1. Granting authority to the Board of Commissioners after first obtaining written approval from the
Most Series B Shareholders to appoint a Public Accounting Firm to carry out an audit of the
Company's Consolidated Financial Statements and the Financial Statements for the
Implementation of the Micro and Small Business Funding Program (PUMK) for the 2025 Financial
Year, including other reports in 2025.
2. Delegating authority to the Company's Board of Commissioners to determine the amount of fees
for audit services of the Public Accounting Firm that has been approved in decision number 1)
above and the addition of the scope of work required and other requirements that are reasonable
for the Public Accounting Firm.
3. Delegating authority to the Board of Commissioners after first obtaining written approval from the
Most Series B Shareholders to determine:
a. A replacement Public Accounting Firm if the appointed Public Accounting Firm cannot continue
or carry out its duties for any reason; and
b. Conditions, requirements for appointment and honorarium of the replacement Public
Accounting Firm.
In the Fifth Agenda of the Meeting:
Of all shares with valid voting rights present and/or represented either physically or electronically at
the Meeting, none voted Disagree; 425,907,700 shares or 14.5562696% voted Abstain; while the
remainder, 2,500,032,200 shares or 85.4437304% including 1 (one) Series A Dwiwarna share voted
Agree.
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In accordance with the provisions of the Meeting Rules of Procedure, Shareholders who do not vote
(abstain) are deemed to have cast the same vote as the majority vote of Shareholders who cast votes.
Thus, the Meeting unanimously based on deliberation to reach a consensus, namely 2,925,939,900
shares or 100% of the total number of votes cast in the Meeting decided:
1. Approve the honorable dismissal of the members of the Board of Directors and Board of
Commissioners of PT INDOFARMA Tbk, as follows:
a. Mrs. YELIANDRIANI as President Director;
b. Mr. TEDDY WIBISANA as Independent Commissioner;
c. Mr. Dr. DIDI AGUS MINTADI as Commissioner.
effective as of the closing of this year's Annual GMS, with gratitude for the contribution of energy
and thoughts given during their respective terms as members of the Board of Directors and Board
of Commissioners of PT INDOFARMA Tbk.
2. Approve the appointment of the names below as members of the Board of Directors and Board of
Commissioners of PT INDOFARMA Tbk, as follows:
a. Mr. SAHAT SIHOMBING as President Director;
b. Mr. Dr. DIDI AGUS MINTADI as Commissioner for the second term.
3. The term of office of the members of the Board of Directors and Board of Commissioners appointed
as referred to in number 2, in accordance with the provisions of the Company's Articles of
Association, taking into account the laws and regulations in the Capital Market sector and without
prejudice to the right of the GMS to dismiss at any time.
4. With the dismissal and appointment of members of the Board of Directors and Board of
Commissioners as referred to in numbers 1 and 2 above, the composition of the membership of
the Board of Commissioners and Board of Directors of PT INDOFARMA Tbk is as follows:
BOARD OF COMMISSIONERS
President Commissioner :-
Commissioner : Mr. DIDI AGUS MINTADI.
BOARD OF DIRECTORS
President Director : Mr. SAHAT SIHOMBING;
Operational Director : Mr. ANDI PRAZOS
Jakarta, June 30, 2025
Board of Directors of the Company
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Names mentioned 14 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×2
unresolved
org
Indonesia Stock Exchange
p.1
unresolved
person
Dr. DIDI AGUS MINTADI. In
· Commissioner
p.3 ×14
unresolved
org
INDONESIA FARMA Tbk
p.3 ×2
unresolved
person
Notary Utiek Rochmuliati Abdurachman
p.3
unresolved
person
MLI.
p.3
unresolved
org
PT IGM
p.4
unresolved
org
Central Jakarta District Court
p.4
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