20241218_KAEF_Ringkasan Risalah//Risalah RUPS_31829947_lamp1.pdf

B. Quorum of Shareholders Attendance
   Pursuant to Article 25 paragraph (2) of the Company's Articles of Association and Article 102
   paragraph (5) jo. Article 89 paragraph (5) of Law Number 40 of 2007 concerning Limited
   Liability Companies, for Agenda 1, the Meeting may be held if attended by the Dwiwarna Series
   A Shareholders and other Shareholders and/or their legitimate representatives who together
   represent at least 3/4 (three-fourths) 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 Law No. 40 of 2007 on Limited Liability Companies, Agenda Item 2, the
   Meeting may be held if attended by the Dwiwarna Series A Shareholders and other
   Shareholders and/or their legitimate representatives who together represent more than 1/2
   (one-half) of the total number of shares with valid voting rights.

   Pursuant to the Register of Shareholders as of the Recording Date on Friday, November 22,
   2024 and the Attendance List of PT Datindo Entrycom as the Company's Securities
   Administration Bureau, the Meeting was attended by Shareholders and/or Shareholders'
   proxies either physically or through e-Proxy eASY.KSEI, representing a total of 5.247.583.300
   (five billion two hundred forty-seven million five hundred eighty-three thousand three hundred)
   shares, including Series A Dwiwarna shares or constituting 94.2693534% of 5.566.584.590
   (five billion five hundred sixty-six million five hundred eighty-four thousand five hundred ninety)
   shares which is the total number of shares with valid voting rights issued by the Company until
   the day of the Meeting, consisting of:
        • 1 (one) Series A Dwiwarna share; and
        • 5.566.585.589 (five billion five hundred sixty-six million five hundred eighty-five
             thousand five hundred eighty-nine) Series B shares.

C. Meeting Agendas’s Brief Explanation:

1. Guarantee of the Company's Assets which constitute more than 50% (Fifty Percent)
     of the Company's Net Assets.
     Brief Explanation:
     In order to comply with the provisions of Article 12 paragraph (9) of the Company's Articles
     of Association and Article 102 paragraph (1) of Law No. 40 of 2007 concerning Limited
     Liability Companies ("Company Law"), the Company requires approval from the General
     Meeting of Shareholders ("GMS") to execute asset guarantees exceeding 50% of the
     Company’s net assets, either through one or more transactions.

     In connection with the Company’s plan, the following applies:
    a. The asset guarantee for the implementation of the Company’s liability restructuring to
        banking creditors constitutes a material transaction exempt from the obligation to use an
        Appraiser in accordance with Article 11 letter (c) of OJK Regulation No. 17/POJK.04/2020

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      concerning Material Transactions and Changes in Business Activities, and is an affiliated
      transaction exempt from the obligations to use an Appraiser and disclose information
      under Article 6 paragraph (1) letter (e) of OJK Regulation No. 42/POJK.04/2020
      concerning Affiliated Transactions and Conflicts of Interest; and
   b. The asset guarantee for the purpose of securing the Company’s obligations and obtaining
      funding from parties outside the banking sector will be carried out in compliance with the
      applicable laws and regulations, including OJK Regulation No. 17/POJK.04/2020
      concerning Material Transactions and Changes in Business Activities and OJK Regulation
      No. 42/POJK.04/2020 concerning Affiliated Transactions and Conflicts of Interest.

2. Changes in the composition of the Company's management.
   Brief Explanation:
   In connection with the following:
    a. The assignment of a member of the Board of Commissioners, Mr. Dwi Ary Purnomo, to
        PT Pertamina EP effective as of July 31, 2024, as stated in the Circular Shareholders’
        Resolution of PT Pertamina EP; and
    b. The resignation of a member of the Board of Commissioners, Mr. Darwin Wibowo,
        effective as of October 24, 2024.
   Therefore, confirmation of the dismissal of these members of the Company’s Board of
   Commissioners is required during the GMS.

D. Opportunity for Discussion
   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 in 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 for submitting questions and/or opinions for Shareholders who physically
      (offline) present at the Meeting are as follows:
           a. The Chairperson of the Meeting confirms whether the Shareholders will submit
               questions and/or opinions;
           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, are 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 if the 'General Meeting Flow Text'
               column has the status of "discussion started for agenda item no. […]”.

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    7. Provisions of submitting questions and/or opinions for Shareholders who physically
       present at the Meeting are as follows:
           a. Shareholders must write their name, number of shares owned, as well as questions
               and/or opinions;
           b. For the Attorney, the written submission must be accompanied by a statement of
               the name of the shareholder and the amount of their share ownership, followed by
               questions and/or related 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 8 and 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 made based on deliberation and consensus. In the event that a
       consensus-based decision cannot be reached, the meeting decision will be made
       through voting, under the following conditions:
         a. Pursuant to Article 25 paragraph (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, for Agenda Item 1, the decision is valid if approved by
            more than 3/4 (three-fourths) of the total shares with voting rights present at the
            meeting.
         b. Pursuant to Article 25 paragraph (4) of the Company's Articles of Association and
            Article 86 paragraph (1) of Law No. 40 of 2007 on Limited Liability Companies, for
            Agenda Item 2, the decision is approved by the Series A Dwiwarna shareholder and
            other shareholders and/or their legitimate representatives collectively representing
            more than 1/2 (half) of the total shares with voting rights 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.

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    4. Voting for Meeting resolutions shall be conducted by "Raising Hands" with the following
       conditions:
        a. Those who Disagree and Abstain will be asked to raise their hand and submit their
           ballot card;
        b. Those who did not raise their hands were deemed to vote in agreement;
        c. The vote of abstention is deemed to have issued the same vote as the vote of the
           majority of shareholders who cast a vote;
        d. For each Agenda of the Meeting, voting will be carried out for decision-making;
        e. At the end of each voting, the Notary reads the results of the voting.
   5. The voting process for Shareholders electronically in the Meeting through eASY.KSEI (e-
      Voting) is conducted in the following manner:
      a. The voting process takes place in eASY.KSEI on the E-Meeting Hall menu, Live
          Broadcasting sub menu;
      b. Shareholders who attend or authorize electronically in the Meeting through
          eASY.KSEI, but have not set their voting choices, have the opportunity to submit their
          voting choices during the voting period opened through the E-Meeting Hall screen at
          eASY.KSEI;
      c. During the voting process, the 'General Meeting Flow Text' column will show the
          status “voting for agenda item no, [...] has started”;
      d. If the Shareholders do not cast their votes for the Meeting Agenda until the status of
          the Meeting as shown in the 'General Meeting Flow Text' column changes to “voting
          for agenda item no [...] has ended”, then the Shareholders will be considered as
          abstain;
      e. Direct electronic voting per Meeting Agenda through eASY.KSEI is allocated a
          maximum of 5 (five) minutes.

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
   The Meeting has resolved the following resolutions as set forth in the deed of “Minutes of the
   Extraordinary General Meeting of Shareholders of PT KIMIA FARMA Tbk, abbreviated as PT
   KAEF Tbk”, Number: 08 dated December 17, 2024, made before Pratiwi Handayani SH., a
   notary in Central Jakarta, with its summary as follows:




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First Meeting Agenda:
Guarantee of the Company's Assets which constitute more than 50% (Fifty Percent) of the
Company's Net Assets.

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)
             nihil                  49.000 shares or             5.247.534.300 shares or
                                      0,0009338%                      99,9990662%

Thus, the Meeting, with a unanimous vote of 5.247.583.300 (five billion two hundred forty-seven
million five hundred eighty-three thousand three hundred) shares, representing 100% of the total
votes cast at the Meeting, resolved:
     1. To approve the pledge of the Company’s assets with a total maximum value of IDR 4,512
         billion, consisting of Fixed Assets in the form of 37 assets valued at IDR 3,587 billion and
         Current Assets in the form of Receivables and Inventory valued at IDR 925 billion, which
         altogether represent more than 50% (fifty percent) of the Company’s net assets.
     2. To grant authority to the Board of Directors to take the necessary actions related to the
         execution of the pledged assets, taking into accounts to the agreements with third parties,
         applicable laws and regulations, including provisions in the Capital Market sector.

Second Meeting Agenda:
Changes in the composition 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)
             nihil                  49.000 shares or             5.247.534.300 shares or
                                      0,0009338%                      99,9990662%




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Thus, the Meeting, with a unanimous vote of 5.247.583.300 (five billion two hundred forty-seven
million five hundred eighty-three thousand three hundred) shares, representing 100% of the total
votes cast at the Meeting, resolved:

1. The confirmation of the honorable dismissal of Mr. Dwi Ary Purnomo as Commissioner of PT
    Kimia Farma Tbk, who was appointed based on the resolution of the Annual General Meeting
    of Shareholders for Fiscal Year 2021 on April 28, 2022, effective as of July 31, 2024;
2. The honorable dismissal of the following members of the Board of Commissioners of PT Kimia
    Farma Tbk:
        a. Mr. Darwin Wibowo as Commissioner of PT Kimia Farma Tbk;
        b. Mr. Rendi Witular as Commissioner of PT Kimia Farma Tbk.
     Each was appointed based on the resolution of the Extraordinary General Meeting of
     Shareholders on October 13, 2023, and the resolution of the Extraordinary General Meeting
     of Shareholders on October 14, 2022.
 3. The reassignment of Mr. Fachmi Idris, previously serving as President Commissioner, to
     Independent Commissioner of PT Kimia Farma Tbk, with a term of office continuing the
     remainder of his tenure in accordance with his appointment resolution.
 4. The appointment of the following members of the Board of Commissioners of PT Kimia Farma
     Tbk:
        a. Mr. Stefan Looho as President Commissioner concurrently serving as Independent
           Commissioner;
        b. Mr. Suprianto as Commissioner.
  5. With the dismissal and appointment of the Board of Commissioners as mentioned in points
       1 (one) through 4 (four) above, the composition of the Board of Commissioners and Board
       of Directors of PT Kimia Farma Tbk is as follows:

   a) Board of Commissioners
       No.               Title                                   Name
            President         Commissioner       Stefan Looho
        1   concurrently     serving    as
            Independent Commissioner
        2   Independent Commissioner             Fachmi Idris
        3   Independent Commissioner             Musthofa Fauzi
        4   Independent Commissioner             Diah Kusumawardani
        5   Commissioner                         Wiku Adisasmito
        6   Commissioner                         Suprianto




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b) Board of Directors
   No.                  Title                                 Name
    1    President Director                    Djagad Prakasa Dwialam
         Financial & Risk Management           Lina Sari
    2
         Director
    3    Commercial Director                   Chairani Harahap
         Director of Portfolio, Product, and   Jasmine Kamiasti Karsono
    4
         Service
         Production & Supply Chain             Hadi Kardoko
    5
         Director
    6    Director of Human Resources           Disril Revolin Putra


                              Jakarta, December 18, 2024
                                 PT Kimia Farma Tbk
                                  Board of Directors




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