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20241120_INAF_Pemanggilan RUPS_31779724_lamp1.pdf
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SUMMON OF THE
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT INDOFARMA Tbk
Herewith the Board of Directors of PT Indofarma Tbk (hereinafter referred to as the “Company”),
conveys the Shareholders to attend the Extraordinary General Meeting of Shareholders
(hereinafter referred to as the “Meeting” or “GMS”) which will be held on:
Day, Date : Thursday, December 12, 2024
Time : 13.00 WIB – closing
Venue : Indonesia Health Learning Institute
Jl. Cipinang Cempedak I Nomor 36, Jakarta Timur, 13340
The Agenda of the Meeting are as follows:
Approval of the Plan to Sell Company Assets Constituting More than 50% of the
Company's Total Net Worth.
A brief description:
In order to fulfill the provisions of Article 12 paragraph 9 letter a of the Company's Articles
of Association and 102 paragraph (1) letter a of Law No. 40 of 2007 concerning the Limited
Liability Company (UUPT), the transfer of Company assets with a value of more than 50% of
the Company's net assets through 1 (one) transaction or more requires GMS approval.
This Company Asset Sales Plan is a follow-up to the Peace Agreement.
Quorum of Attendance:
In accordance with the provisions of Article 25 paragraph (2) point b of the Company's Articles
of Association and Financial Services Authority Regulations No. 15/POJK.04/2020, an EGMS
can be held if the EGMS is attended by shareholders representing at least 3/4 (three fourth)
of the total number of shares with valid voting rights.
Notes:
1. This invitation serves as an official meeting invitation to the Company's Shareholders, so
that the Company's Directors do not send separate invitations to the Company's
Shareholders.
2. The Shareholders who are entitled to attend the Meeting are the Shareholders of the
Company whose names are recorded/listed in the Company’s Shareholder Register and/or
owner of securities account in Collective Custody of PT Kustodian Sentral Efek Indonesia
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(“KSEI”) at the closing trading in Indonesia Stock Exchange (Bursa Efek Indonesia) as of
Tuesday, November 19, 2024.
3. The Company has provided Meeting Agenda’s materials for each Meeting Agenda since the
date of this Summon, which can be downloaded through the Company's website
www.indofarma.id.
4. Shareholders who will provide power of attorney electronically to the Meeting through the
eASY.KSEI application must pay attention to the following matters:
a. Registration Process
i. Local individual type shareholders who have not provided a declaration of
presence or power of attorney in the eASY.KSEI application by the time limit in
point 2 and wish to attend the Meeting electronically are required to register
attendance in the eASY.KSEI application on the date of the Meeting until the
registration period the Meeting is electronically closed by the Company.
ii. Local individual type Shareholders who have given a declaration of attendance but
have not yet cast their votes for at least 1 (one) Meeting Agenda in the eASY.KSEI
application until the time limit in point 2 and wish to attend the Meeting
electronically are required to register their attendance in the eASY.KSEI application
on the date of the Meeting until the registration period for the Meeting is
electronically closed by the Company.
iii. Shareholders who have given power of attorney to the recipient of the proxy
provided by the Company (Independent Representative) or Individual
Representative but the Shareholders have not cast a minimum vote for 1 (one)
Meeting Agenda in the eASY.KSEI application until the time limit in point 2, then the
proxies representing the Shareholders are required to register attendance in the
eASY.KSEI application on the date of the Meeting until the registration period for
the Meeting is electronically closed by the Company.
iv. Shareholders who have given power of attorney to the participant/Intermediary
proxy (Custodian Bank or Securities Company) and have cast their vote in the
eASY.KSEI application until the time limit in point 2, then the representative of the
proxy who has been registered in the eASY.KSEI application is required to register
attendance in the eASY.KSEI application on the date of the Meeting until the
electronic registration period for the Meeting is closed by the Company.
v. Shareholders who have made a declaration of attendance or made power of
attorney to the proxy provided by the Company (Independent Representative or
Individual Representative) and have cast a minimum vote for 1 (one) or all Meeting
Agenda in the eASY.KSEI application no later than the time limit in point 2, the
Shareholders or the proxies do not need to register attendance electronically in the
eASY.KSEI application on the date of the Meeting. Share ownership will be
automatically calculated as a quorum of attendance and the votes that have been
cast will be automatically taken into account in the voting of the Meeting.
vi. Any delay or failure in the electronic registration process as referred to in numbers
i-v for any reason will result in the Shareholders or their proxies being unable to
attend the Meeting electronically, and their share ownership will not be counted
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as a quorum for attendance at the Meeting.
b. Process for Submitting Questions and/or Opinions Electronically
i. Shareholders or proxies have 3 (three) opportunities to submit questions and/or
opinions at each discussion session per Meeting Agenda. Questions and/or
opinions per Meeting Agenda can be submitted in writing by the Shareholders or
their proxies by using the chat feature in the “Electronic Opinions” column
available on the E-Meeting Hall screen in the eASY.KSEI application.
Giving questions and/or opinions can be done as long as the status of the Meeting
in the “General Meeting Flow Text” column is "Discussion started for agenda item
No. [ ]".
ii. Determination of the mechanism for conducting discussions per Meeting Agenda
in writing through the E-Meeting Hall screen in the eASY.KSEI application is the
authority of each Company and this will be stated by the Company in the Rules of
Conduct for the Meeting through the eASY.KSEI application.
iii. For the proxies who are present electronically and will submit questions and/or
opinions of their shareholders during the discussion session per the Agenda of the
Meeting, they are required to write down the names of the Shareholders and the
amount of their share ownership followed by related questions or opinions.
c. Voting Process
i. The electronic voting process takes place in the eASY.KSEI application on the
E-Meeting Hall menu, Live Broadcasting sub menu.
ii. Shareholders who are present alone or are represented by their proxies but have
not yet cast their votes at the Meeting Agenda as referred to in point 4 letter a
number i–vi, the Shareholders or their proxies have the opportunity to submit their
vote during the voting period through the E-Meeting Hall screen in the eASY.KSEI
application was opened by the Company. When the electronic voting period per
Meeting Agenda begins, the system automatically runs the voting time by counting
down a maximum of 5 (five) minutes. During the electronic voting process, the
status "Voting for agenda item No [ ] has started" will be seen in the “General
Meeting Flow Text” column. If the Shareholders or their proxies do not vote for a
particular Meeting Agenda until the status of the implementation of the Meeting
shown in the “General Meeting Flow Text” column changes to “Voting for agenda
item No [ ] has ended”, it will be considered as voting Abstain for the relevant
Meeting Agenda.
iii. Voting time during the electronic voting process is the standard time set in the
eASY.KSEI application. Each Company may determine the policy of direct voting
time electronically per Agenda in the Meeting (with a maximum time of 5 (five)
minutes per Meeting Agenda) and this will be stated in the Rules of Conduct for the
Implementation of the Meeting through the eASY.KSEI application.
d. Views the ongoing Meeting through the GMS Impressions on eASY.KSEI
i. Shareholders or their proxies who have been registered in the eASY.KSEI
application no later than the time limit in point 2 can watch the ongoing Meeting
via Zoom Webinar by accessing the eASY.KSEI menu, the GMS Impressions
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submenu located at the AKSes facility
(https://akses.ksei.co.id/<https://akses.ksei.co.id/>).
ii. The GMS Impressions has a capacity of up to 500 participants, where the
attendance of each participant will be determined on a first come first serve basis.
Shareholders or their proxies who do not get the opportunity to watch the
implementation of the Meeting through the GMS Impressions are still considered
valid to be present electronically and share ownership and voting choices are taken
into account at the Meeting, as long as they have been registered in the eASY.KSEI
application as stipulated in point 4 letter a number i-vi.
iii. Shareholders or their proxies who only watch the ongoing Meeting through the
GMS Impressions but are not registered to attend electronically on the eASY.KSEI
application according to the provisions in point 4 letter a number i-vi, then the
presence of the Shareholders or their proxies is considered invalid and will not be
included in the calculation of the Meeting attendance quorum.
iv. Shareholders or their proxies who watch the Meeting through the GMS Zoom
Webinar have a raise hand feature that can be used to ask questions and/or
opinions during the discussion session per Meeting Agenda. If the Company allows
by activating the allow to talk feature, the Shareholders or their proxies can submit
questions and/or opinions by speaking directly. The determination of the
mechanism for the implementation of discussions per Meeting Agenda using the
allow to talk feature contained in the GMS Impressions is the authority of each
Company and this will be stated by the Company in the Rules of Conduct for the
Implementation of the Meeting through the eASY.KSEI application.
v. To get the best experience in using the eASY.KSEI application and/or GMS
Impressions, Shareholders or their proxies are advised to use the Mozilla Firefox
browser.
5. The Notary, assisted by the Securities Administration Bureau, will check and count the votes
for each Meeting Agenda in every decision-making of the Meeting on the said Agenda,
including those based on the votes submitted by the Shareholders through eASY.KSEI as
referred to in point 4 letter c numbers i–iii above, as well as those submitted at the Meeting.
6. The shareholders who are entitled to attend the Meeting whose shares are included in the
collective custody of KSEI, to register attendance electronically through the KSEI System
(eASY.KSEI) at the link https://akses.ksei.co.id/ provided by KSEI. The implementation of
electronic registration will be opened from the date of the Summon for this Meeting and
will be closed at the latest before the Meeting at 12.30 WIB. Guidelines for registration,
use, and further explanation regarding eASY.KSEI can be found on the Company's website
and/or akses.ksei.co.id website. In the event that the Shareholders will attend the Meeting
outside the eASY.KSEI mechanism, the Shareholders can download the power of attorney
contained on the Company's website www.indofarma.id.
7. Shareholders who have given power of attorney in point 4 above, may submit question(s) to
the agenda via email to the Company headoffice@indofarma.id by CC to DM@datindo.com
and the question(s) will be submitted in Meeting by the Proxy and recorded in the Minutes
of the Meeting compiled by the Notary, and answers to these question(s) will be submitted
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via Shareholders' email no later than 3 (three) working days after the Meeting.
8. In addition, Shareholders are required to comply with the health protocols stipulated in
accordance with the Government Protocol implemented by the Meeting committee and the
venue’s management where the Meeting is held.
9. To ease the arrangement and orderliness of the Meeting, Shareholders or their legal proxies
are kindly requested to register for attendance (registration) no later than 30 (thirty)
minutes before the Meeting begins, and at 12.30 WIB the registration will be closed.
Jakarta, November 20, 2024
PT Indofarma Tbk
Board of Directors
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Names mentioned 5 people and organisations named in the text · linked when the evidence is strong
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Financial Services Authority
p.1
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PT Kustodian Sentral Efek Indonesia
p.1
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Indonesia Stock Exchange
p.2
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