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20250214_KLBF_Pemanggilan RUPS_31862594_lamp1.pdf
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CODE OF CONDUCT
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
(“Meeting”)
PT KALBE FARMA, TBK. (“Company”)
MONDAY, FEBRUARY 17, 2025
1. General
a. The Meeting will be conducted in Bahasa Indonesia, but for those who do not
understand Bahasa Indonesia allowed to ask question in English on the given
opportunity.
b. In this Meeting, the application for holding the General Meeting of Shareholders
electronically or the KSEI Electronic General Meeting System (eASY.KSEI) has
been used which is provided by PT Kustodian Sentral Efek Indonesia;
c. At the opening of the Meeting, the Chairman of the Meeting will provide a briefing to
Shareholders at least about the general condition of the Company briefly, the
agenda of the Meeting, the decision making mechanism related to the agenda of the
Meeting and the procedure for using the right of Shareholders to ask questions
and/or opinions.
d. Shareholders who are entitled to attend and vote at the Meeting are those who are
listed on the List of Company’s Shareholders on 23 January 2025. Shareholders
can authorize other parties to attend and vote at the Meeting.
2. Chairman of the Meeting
Based on Article 22 paragraph 1 of the Company’s Articles of Association,
the Meeting will be chaired by a member of the Board of Commissioners who is
appointed by the Board of Commissioners. In case that all members of the Board of
Commissioners are absent or unable to attend, for whatever reason it does not need to
be proven to the third party, the General Meeting of Shareholders will be chaired by a
member of Board of Directors who is appointed by the Board of Directors.
Chairman of the Meeting who will lead the Meeting and have the right to decide on the
Meeting procedures that have not been regulated or have not been sufficiently regulated
in this Code of Conduct and have the right to ask those who present at this Meeting to
prove their right to attend and to vote at the Meeting.
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3. The Meeting Quorum
Meeting attendance quorum is only counted once, namely shortly before the start of the
Meeting. In accordance with the agenda of the Meeting, then quorum provisions are in
effect as follows:
Based on Article 23 paragraph 1.b. of the Company’s Articles of Association in
conjunction with Article 88 paragraph 1 of Law number 40 of 2007 on Limited Liability
Company (“UUPT”), the Meeting is valid if attended and/represented by more than 2/3 of
total shares with eligible voting rights that have been issued by the Company.
4. All agenda items of the Meeting are discussed and discussed on an ongoing basis.
5. After finish discussed the agenda of the Meeting, Shareholders or their proxies are given
the opportunity to ask question, comment, opinion, proposal, or suggestion related to the
agenda of the Meeting that being discussed.
6. Before the Meeting is over, Shareholders or their proxies are encourage not to leave the
meeting room. Shareholders or their proxies who leave the meeting before the meeting
is completed are considered to approve the proposal and/or decision submitted at the
Meeting.
7. Only Shareholders whose names are registered at the List of Company Shareholders as
of 23 January 2025 until the closing of trading of shares on the Indonesia Stock
Exchange on that date or their proxies as evidenced by a valid power of attorney who
are eligible to vote in the Meeting.
8. Each Shareholder has the right to give 1 (one) vote. If a Shareholder has more than 1
(one) share, then he/she is only asked to vote once and his/her vote will represents all
the shares he/she owns or represents.
9. Chairman of the Meeting will provide the opportunity for Shareholders or their proxies to
submit question and/or express their opinion regarding the related Agenda of the
Meeting, before the voting is held, with the following procedures:
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a. Only Shareholders and/or their authorized proxies are entitled to ask question and/or
express opinion or response/feedback.
b. Shareholders or their proxies who want to ask question and/or express their opinion
can be implemented through the following mechanisms:
Physical Meeting
May raise their hands so that the officer can provide the question form. The
form must include the name, address, position, name of the company, number
of the shares that his/her owns or represents, and his/her question or opinion.
Question form will be taken by officer and submitted to the Chairman of the
Meeting.
Live streaming facility on the eASY.KSEI Application
In the event that the question and answer session and/or submission of
responses for the Meeting agenda has been opened by the Chairman of the
Meeting which is marked with the caption “Discussion started for agenda item
No. [ ]” in the “General Meeting Flow Text” column, Shareholders or their
proxies may submit questions and/or responses through the “Opinion
Statement” function on the “E-meeting Hall” screen owned by the shareholders
or their proxies. Shareholders must state their name and number of shares
when submitting questions and/or responses. All incoming questions and/or
responses will be accommodated in advance by the Chairman of the Meeting.
Only questions and/or responses related to the agenda of the Meeting will be
answered and/or responded to by the Chairperson of the Meeting or by a party
appointed by the Chairperson of the Meeting.
Chairman of the Meeting will only provide answers and/or responses to
questions and/or opinion submitted in writing through the distributed question
form or through the Q&A column in the live streaming facility on the eASY.KSEI
Application.
c. Then, the Chairman of the Meeting will provide answers or responses one by one
and the Chairman of the Meeting can ask for help from members of the Board of
Directors or other parties to answer the questions.
d. Shareholders or their proxies are not permitted to ask question by speaking directly
without filling in the question form in advance or through the Q&A column in the live
streaming facility on the eASY.KSEI Application as set in the point b above.
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e. After all questions and/ from opinion/feedback for agenda of meeting
answered/responded by Chairman of the Meeting, Chairman of the Meeting will
continue Meeting with decision making.
10. Decision making is carried out by means of deliberation to reach consensus by asking
whether the proposals discussed are agreed by the Shareholders present and/or
represented at this Meeting. If there is no Shareholders and/or their proxies who
disagree, Chairman of the Meeting will make the decision based on the proposed
suggestion that has been approved by basis of deliberation to reach consensus.
11. If there are shareholders who do not agree, the decision on the proposal being
discussed will be taken by voting.
In this Meeting, the application for holding the Electronic General Meeting of
Shareholders was used electronically or the Electronic General Meeting System
(eASY.KSEI) provided by PT Kustodian Sentral Efek Indonesia, with e-proxy
features/facilities, so that voting for each agenda item of the Meeting was taken from:
a. electronic voice from the e-proxy authority on the eASY.KSEI application;
b. votes from the shareholders present at the Meeting venue, which are submitted at
the time of voting for the relevant agenda;
c. votes from the proxies of shareholders other than the e-proxy present at the Meeting
venue, which are submitted at the time of voting for the relevant agenda item.
12. In case decision based on discussion is not reach by consensus then the decision is
taken by voting, as follows:
Based on Article 23 paragraph 8 and paragraph 1.b. of the Company’s Articles of
Association in conjunction with Article 88 paragraph 1 of Law number 40 of 2007 on
Limited Liability Company (“UUPT”), the Meeting is valid if attended and/represented by
more than 2/3 of total shares with eligible voting rights that have been issued by the
Company.
13. Voting will be held by raising hand with procedures as follows:
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First : Shareholders or their proxies other than e-proxy who voted did not agree
to be asked to raise their hands;
Second : Shareholders or their proxies other than e-proxy who voted abstain to be
asked to raise their hands.
Third : Shareholders or their proxies other than e-proxy or those who leave the
Meeting room at the time of voting, who did not raise their hands will be
considered to have agreed votes;
In relation to the First, Second, and Third procedures, our officers will submit a voting
form to be filled out by the shareholder or the shareholder's proxy other than the e-proxy,
and return it to the officer to be recorded in the eASY.KSEI application.
14. In accordance with Article 23 paragraph 14 of the Company's Articles of Association, any
questions raised by shareholders or their proxies must meet all the requirements, as
follows:
a. In the opinion of the Chairperson of the Meeting, the question is directly related to
one of the agenda items of the Meeting concerned;
b. The question is raised by one or more shareholders who together represent at least
1/10 of the total number of shares with valid voting rights;
c. Such questions are considered to be directly related to the Company's business.
15. Based on Article 23 paragraph 7 Company’s Article of Association, in the decision
making when Shareholders or their proxies not giving vote (abstain/blank vote) then
considered giving the same vote as majority Shareholders who votes.
16. For proxies who is authorized by Shareholders to vote abstain and/or disagree voting but
when the time of voting do not raise their hands to vote abstain and/or disagree voting,
then they are considered to agree with the proposed decision.
17. Shareholders who attend the Meeting electronically via the eASY.KSEI Application who
not giving vote (abstain/blank vote), the following conditions apply:
a. Shareholders or their proxies can participate in electronic voting (electronic live
voting) when the voting session is opened, which is indicated by a bell ringing and
the system displays the status "Voting for agenda item No [ ] has started" in the
"General Meeting Flow Text" column.;
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b. For electronic live voting, the voting time for shareholders to enter their voting
options electronically will be held for a maximum of 3 (three) minutes;
c. In the event that after the end of the voting session, the shareholders or their proxies
do not include their vote, then it will be considered as abstaining.
18. For Shareholders or their proxies who come after the Meeting started, then those
Shareholders are remain allowed to attend the Meeting but not allowed to ask question
or opinion and their vote will not be counted.
19. This code of conduct applies since the Meeting is opened and closed by the Chairman of
the Meeting.
20. For maintain comfort during the Meeting, please deactivate your mobile phone or set
your mobile phone to the silent mode.
Jakarta, February 14, 2025
Board of Directors
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PT Kustodian Sentral Efek Indonesia
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Indonesia Stock Exchange
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