20250505_SQBB_Ringkasan Risalah//Risalah RUPS_31882357_lamp1.pdf

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c.   Number of shares with legal voting rights whose holders/owners ware present and/or
     represented by their proxies in Meeting and its percentage of the total number of shares with
     legal voting rights, namely 10,240,000
     The number of the Company’s shares whose holders/owners were present and/or represented at
     the AGM is 838,611 (eight hundred thirty-eight thousand six hundred and eleven) Seriss A
     shares and 9,268,000 (nine million two hundred sixty-eight thousand) Series B shares or in total
     10,106,611 (ten million one hundred six thousand six hundred and eleven) shares or 98.70%
     (ninety-eight point seven zero percent) of the total number of issued shares of the Company.
     The number of the Company’s shares whose holders/owners were present and/or represented at
     the EGM is 841,746 (eight hundred forty-one thousand seven hundred and forty-six) Series A
     shares and 9,268,000 (nine million two hundred sixty-eight thousand) Series B shares or in total
     10,109,746 (ten million one hundred nine thousand seven hundred and forty-six) shares or
     98.73% (ninety-eight point seven three percent) of the total number of issued shares of the
     Company.
d.   Giving the opportunity to ask questions and/or give opinions related to the agenda of the
     Meetings
     At each end of the discussion of each of the agenda of Meetings, the Chairman of Meetings
     provided an opportunity to the shareholders or their representatives who attended the Meetings
     to ask questions and/or give an opinion.
e.   The number of shareholders who asked questions and/or gave opinions related to the agenda
     of the Meetings
     For all agenda items of the AGM, there were no shareholders or their proxies who raised
     questions or gave opinions, and for the second agenda item of the EGM, there was one
     shareholder who raised question, namely Mr. Andi Hermawan as the holder of 100 (one
     hundred) shares of the Company.
f.   Meetings decision-making mechanism
     In accordance with paragraph 23.8 of Article 23 of the Company’s Articles of Association
     which is also set out in the Procedural Rules for the Meetings distributed to the shareholders and
     their proxies attending the Meetings, the adoption of resolutions were done by deliberation to
     reach consensus. In case consensus is not reached, the resolutions for:
     the AGM       :   shall be adopted by voting based on the affirmative votes of shareholders
                       holding/owning more than 1/2 (half) of the total number of shares with voting
                       rights present or represented in the AGM; and
     the EGM       :   shall be adopted by voting based on the affirmative votes of shareholders
                       holding/owning more than 2/3 (two third) of the total number of shares with
                       voting rights present or represented in the EGM.
     The proposed resolutions for all agenda items of the Meetings were unanimously approved
     (without voting).

g.   Resolutions of the Meetings
     AGM
     First Agenda Item:
     1. The Annual Report of the Company for the accounting year ended on 31 December 2024
          (the “Company’s 2024 Annual Report”) was approved and the Financial Statements of
          the Company for the accounting year ended on 31 December 2024 (the “Company’s 2024
          Financial Statements”) including the report on the supervisory duties of the Board of
          Commissioners of the Company as set forth in the Company’s 2024 Annual Report were
          ratified.

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2.   Full acquittal and discharge were given to the members of the Board of Directors of the
     Company for their managerial actions and performance of their authorities and to the
     members of the Board of Commissioners of the Company for their supervisory actions
     during the accounting year ended on 31 December 2024, to the extent such actions are
     reflected in the approved Company’s 2024 Annual Report and in the ratified Company’s
     2024 Financial Statements.
Second Agenda Item:
1. Rp50,000,000.00 (fifty million Indonesian Rupiah) was set aside for reserve funds pursuant
    to paragraph 25.1 of Article 25 of the Company’s Articles of Association (hereinafter will
    be referred to as the “Reserve Funds”).
2. It was determined that for the accounting year ended on 31 December 2024 there will be no
    dividend to be distributed to the shareholders of the Company and that the net profits
    recorded in the financial statements for the accounting year ended on 31 December 2024
    after having been deducted for the reserve fund referred to point 1 above will be used for
    further funding the Company’s proposed business expansion, in the amount as needed.
3. It was approved to determine the procedures for withdrawing dividends that have been
    included in special reserves ("Dividends in Special Reserves") as follows:
    a. The Company’s shareholders who are entitled to Dividends in Special Reserves shall
         submit an application to the Company to withdraw the Dividends in Special Reserves
         to which they are entitled by filling in the form that will be provided by the Company
         ("Dividend Withdrawal Form"), accompanied by the following documents:
         i. photocopy of identity card (Kartu Tanda Penduduk);
         ii. collective share certificate;
         iii. original documents proving the transfer of rights to shares (if a transfer occurs),
              including the transfer of rights due to inheritance; and
         iv. photocopy of the front page of the savings book showing the account number that
              will be used for payment of the claimed dividend.
    b. Within 30 (thirty days) after the complete Dividend Withdrawal Form is received by
         the Company, the Company will verify the ownership of shares whose dividends are
         submitted for withdrawal in accordance with the Dividend Withdrawal Form based on
         the completeness of the documents attached to the Dividend Withdrawal Form with
         the records in the Company's Register of Shareholders maintained by the Securities
         Administration Bureau.
    c. The company will notify shareholders whose applications have been verified about the
         requested dividend payment schedule.
    d. Payment is made by transfer to the bank account submitted in the Dividend
         Withdrawal Form, in the nominal amount of dividends to which the shareholder who
         submitted the application is entitled to receive, without any interest.
Third Agenda Item:
It was resolved:
1. to designate the Firm of Public Accountants “Purwantono, Sungkoro & Surja” to provide
     audit services on the financial statements of the Company for the accounting year ending
     on 31 December 2025; and
2. to authorize the Board of Commissioners of the Company to determine the honorarium of
     such firm of public accountants and other requirements of designation.
Fourth Agenda Item:
1. The resignation of Mr. Osamu Murakami from his position as a Commissioner of the
    Company is accepted and approved, effective as of 21 March 2025.
2. a. It was approved to re-appoint:

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           - Mr. Takeshi Ishiguro as the President Commissioner of the Company;
           - Mr. Adji Baroto as an Independent Commissioner of the Company;
           - Mr. Jun Kuroda as the President Director of the Company; and
           - Mr. Muhammad Edwin Isfandiari as a Director of the Company.
     b. It was approved to appoint:
           - Mr. Mitsuhiro Kawamura as a Commissioner of the Company; and
           - Mr. Taikan Abe as a Director of the Company,
     -all for the term of office as of the closing of the AGM.
3.   a.   It was confirmed that the composition of the Board of Commissioners of the Company
          for the term of office as of:
          (i) 21 March 2025 until the closing of the AGM is as follows:
               - President Commissioner       : Mr. Takeshi Ishiguro; and
               - Independent Commissioner : Mr. Adji Baroto,
          (ii) the closing of the AGM until the closing of the second subsequent Annual
               General Meeting of Shareholders of the Company to be convened by the
               Company following the AGM, provided that a General Meeting of Shareholders
               of the Company is entitled to discharge each member of the Board of
               Commissioners at anytime for any reasons in accordance with the prevailing rules
               and regulations, is as follows:
               - President Commissioner        : Mr. Takeshi Ishiguro;
               - Commissioner                  : Mr. Mitsuhiro Kawamura; dan
               - Independent Commissioner      : Mr. Adji Baroto.
     b.   It was confirmed that the composition of the Board of Directors of the Company for
          the term of office effective as from the closing of the AGM until the closing of the
          second subsequent Annual General Meeting of Shareholders of the Company to be
          convened following the AGM, provided that a General Meeting of Shareholders of the
          Company is entitled to discharge each member of the Board of Directors of the
          Company at anytime for any reasons in accordance with the prevailing rules and
          regulations, is as follows::
          - President Director     : Mr. Jun Kuroda;
          - Director               : Mr. Yukio Sawada; and
          - Director               : Mr. Muhammad Edwin Isfandiari.
4.   Power of attorney was conferred on the Board of Directors of the Company and/or
     Mr. Wawan Sunaryawan, S.H., either jointly as well as individually to state resolutions
     adopted at the fourth agenda item of the AGM before a Notary in the Indonesian and/or
     English language and to do all required actions for the purpose of notification of the
     compositions of the Board of Directors and the Board of Commissioners of the Company
     as resolved in the fourth agenda item of the AGM, to the Minister of Laws of the Republic
     of Indonesia, and to make any amendments and or additions thereto, if required by the
     competent authorities.
Fifth Agenda Item:
1. The Board of Commissioners of the Company is authorized to determine the amounts of
     salaries and allowances for the members of the Board of Directors of the Company for the
     accounting year ending on 31 December 2025.
2. It is determined that the members of the Board of Commissioners of the Company who will
     receive salaries and allowances is only Independent Commissioner, which amounts to
     Rp64,000,000.00 (sixty-four million Rupiah) net per annum, effective as per 1 May 2025.

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EGM
First Agenda Item:
1. The appointment of the Public Appraisal Service Office "Syarif, Endang & Rekan" by the
     Company to conduct a feasibility study on the Company’plan to make changes to business
     activities as a fulfillment of the provisions of Article 22 paragraph (1) letter b of the
     Republic of Indonesia Financial Services Authority Regulation Number 17/POJK.04/2020
     regarding Material Transactions and Changes in Business Activities was ratified.


2.   The results of the feasibility study issued by the Public Appraisal Service Office "Syarif,
     Endang & Rekan" as stated in Feasibility Study Report Additional Business Activities For
     Wholesale of Sugar, Chocolate and Confectionery (KBLI 46331) and Wholesale of Non-
     Alcoholic and Non-Milk Drinks (KBLI 46334) PT Taisho Pharmaceutical Indonesia Tbk
     No. 00009/2.0113-03/BS-FS/04/0340/1/IV/2025, date: 22 April 2025 Revision of Report
     No. 00005/2.0113-03/BS-FS/04/0340/1/III/2025 Date: 14 March 2025 and No.
     00006/2.0113-03/BS-FS/04/0340/1/III/2025 Date: 14 March 2025 (hereinafter will be
     referred to as the "TPI Business Feasibility Study Reports") was accepted and approved.
3.   The proposed change of the Company's business activities by adding new business
     activities, namely: Wholesale of Sugar, Chocolate and Confectionery (KBLI 46331) and
     Wholesale of Non-Alcoholic and Non-Milk Drinks (KBLI 46334) which have been
     declared FEASIBLE by the Public Appraisal Service Office "Syarif, Endang & Rekan"
     based on the results of the feasibility study as stated in the TPI Business Feasibility Study
     Report was approved.
4.   Subject to the approval of the Minister of Law of the Republic of Indonesia ("MOL"), the
     business of wholesale of sugar, chocolate and confectionery and wholesale of non-alcoholic
     and non-milk drinks was approved to become new business activities of the Company and
     therefore amend Article 3 of the Company's Articles of Association by adding such new
     wholesale businesses in the provisions of the objectives and purposes set forth in paragraph
     3.1 of Article 3 of the Company's Articles of Association and adding a description of the
     scope of the wholesale business activities as well as re-drafting the provisions of objectives
     and purposes and business activities stated in Article 3 of the Company's Articles of
     Association, so that Article 3 of the Company's Articles of Association in its entirety will
     become as follows:
                         Objectives and Purposes and Business Activities
                                           Article 3
     3.1.   The purposes and objectives of the Company is to be engaged in the pharmaceutical
            industry and wholesales in laboratory equipment, pharmaceutical equipment,
            medical equipment, traditional medicine, cosmetics, and food and beverages.
     3.2    To achieve the above purposes and objectives the Company may engage in the
            following business activities:
            a. to be engaged in the manufacturing and processing of medicines, health/food
                 supplements, in finished form (preparations) for humans, especially those
                 licensed by “Taisho Pharmaceutical Co., Ltd.” and its affiliates and/or those
                 which manufacturing and processing are implemented based on certain support
                 services agreements provided by “Taisho Pharmaceutical Co., Ltd.” and its
                 affiliates; (KBLI/Indonesia Standard Business Classification: 21012)
            b. to be engaged in the domestic and international trading of the products
                 produced/manufactured referred to in point a above;
            c. to be engaged in the wholesales of:

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                    i)   laboratory equipment, pharmaceutical equipment, and medical devices for
                         humans (KBLI/Indonesia Standard Business Classification: 46691);
                    ii) traditional medicine or herbal medicine and health supplements for humans
                         (KBLI/Indonesia Standard Business Classification: 46442);
                    iii) cosmetics for humans such as perfume, soap, powder and others
                         (KBLI/Indonesia Standard Business Classification: 46432);
                    iv) other foods and beverages, such as rice flour, tapioca flour, bakery premix,
                         caramel, processed honey, shrimp crackers and others, including food for
                         special nutritional needs (for babies, children and adults), food additives,
                         processing aids, other snacks, unprocessed or processed cereals and cereal-
                         based products, soy product drinks, ready-to-eat foods (KBLI/Indonesia
                         Standard Business Classification: 46339);
                    v) sugar, chocolate and confectionery and sweetener preparations
                         (KBLI/Indonesia Standard Business Classification: 46331); and
                    vi) non-alcoholic non-milk drinks, such as fruit juice, juice, soft drinks,
                         mineral water, bottled water and other similar products (KBLI/Indonesia
                         Standard Business Classification: 46334).
    5.   Power of attorney was conferred on the Board of Directors of the Company or Mr. Wawan
         Sunaryawan, SH to state the resolutions adopted at the first agenda of the EGM, including
         amendments to Article 3 of the Company's Articles of Association as resolved in point 4
         above, make any changes and/or additions as deemed necessary by the Board of Directors,
         before a notary and take all necessary actions for the purpose of requesting approval for
         amendments to Article 3 of the Company's Articles of Association to MOL and making any
         changes or additions to them, if required by the competent authority.
         -This power of attorney is granted with the following conditions:
         (a) This power is conferred with the right to delegate this power to another person;
         (b) This power of attorney is valid as of the closing of the EGM; and
         (c) The EGM agreed to ratify all actions carried out by the attorney based on this power of
              attorney.
    Second Agenda Item:
    1. The change of the Company’s status from a Public Company to a Private Company was
        approved.
    2. The Board of Directors of the Company is authorized to take all actions required or
        necessary for the further implementation of the Company’s change of status to a Private
        Company, including any necessary amendments to the Company’s Articles of Association
        due to the change of the Company’s status to a Private Company.
Thus Minutes of the Meetings are made in accordance with the provision of paragraph (1) Article 51
of FSA Reg. 15/2020.
In compliance with the provisions of paragraph (4) and (5) of Article 68 of Law No. 40 Year 2007
regarding Limited Liability Company, it is herewith also announced that the Statements of Financial
Position, the Statements of Profit Loss and Comprehensive Income, Statements Cash Flows and
Statement of Changes in Equity of the Company for the period ended on 31 December 2024 which
was approved in the first agenda item of the AGM is the same as that was published in the daily
newspaper Media Indonesia on 6 March 2025.


                                       Jakarta, 5 May 2025
                                Board of Directors of the Company