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20260603_INAF_Pemanggilan RUPS_32096882_lamp3.pdf
RUPS notice Text extracted INAFSource file signed link, expires in 15 minutes
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SUMMON OF THE
ANNUAL GENERAL MEETING OF SHAREHOLDERS 2025 FINANCIAL YEAR
PT INDOFARMA (PERSERO) TBK
The Board of Directors of PT Indofarma (Persero) Tbk (hereinafter referred to as the
"Company") hereby invites the Shareholders of the Company to attend the Annual General
Meeting of Shareholders (hereinafter referred to as the "GMS") of the Company for Fiscal Year
2025 (hereinafter referred to as the "Meeting"), which will be held on:
Day, Date : Thursday, 25 June 2026
Time : 14:00 WIB – until completion
Venue : Indonesia Health Learning Institute
Jl. Cipinang Cempedak I Number 36, East Jakarta, 13340
With the following Meeting Agenda:
1. Approval of the Company's Annual Report for Fiscal Year 2025 and Ratification
of the Company's Financial Statements for Fiscal Year 2025, Report on the
Supervisory Duties of the Board of Commissioners for Fiscal Year 2025, and
Ratification of the Implementation Report of the Micro and Small Business
Funding Program (PUMK) for Fiscal Year 2025, as well as the granting of full
discharge and acquittance (volledig acquit et de charge) to the Board of
Directors for the management of the Company and to the Board of
Commissioners for the supervision of the Company carried out during Fiscal
Year 2025.
Brief explanation:
a. The Board of Directors presents the Annual Report to the General Meeting of
Shareholders (GMS) after review by the Board of Commissioners.
b. Approval of the Annual Report, including ratification of the Consolidated Financial
Statements for Fiscal Year 2025 audited by the Public Accounting Firm Heliantono dan
Rekan and the supervisory duties report of the Board of Commissioners, is carried out
by the GMS.
c. The Financial Statements of the Micro and Small Business Funding Program (PUMK)
for Fiscal Year 2025, audited by the Public Accounting Firm Heliantono dan Rekan, are
submitted to the GMS for approval.
2. Determination of Salary/Honorarium along with Facilities and Allowances for
Fiscal Year 2026 and Remuneration for Performance in Fiscal Year 2025 for
the Company's Management.
Brief explanation:
Based on the Company's Articles of Association, it is stipulated that the
Salary/Honorarium, Allowances, and Facilities of the Board of Commissioners and the
Board of Directors of the Company shall be determined by the GMS.
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3. Appointment of Public Accountant and/or Public Accounting Firm to audit the
Company's Financial Statements and the Financial Statements of the Micro
and Small Business Funding Program for Fiscal Year 2026.
Brief explanation:
Based on the Financial Services Authority Regulation Number 15/POJK.04/2020
concerning the Planning and Conduct of General Meetings of Shareholders of Public
Companies, it is stipulated that the appointment and dismissal of a Public Accountant
and/or Public Accounting Firm to provide audit services on annual historical financial
information must be decided at the GMS of the Public Company, taking into account the
recommendations of the Board of Commissioners.
4. Delegation of Authority to Approve the Company's Long-Term Plan (RJPP) for
2026–2030 and the Company's Annual Work and Budget Plan (RKAP) for 2027
along with its Amendments, from the GMS to the Party Designated by the GMS.
Brief explanation:
This is an agenda item proposed in accordance with shareholder aspirations, namely the
delegation of authority to the Company's Board of Commissioners—subject to prior
written approval from the majority Series B Shareholders—to approve the Company's
Long-Term Plan (RJPP) for 2026–2030 and the Company's Annual Work and Budget Plan
(RKAP) for 2027 along with its amendments.
5. Changes to the Composition of the Company's Management.
Brief explanation:
a. Pursuant to the provisions of Article 11 paragraph (6) of the Company's Articles of
Association, members of the Board of Directors are appointed and dismissed by the
GMS, in which the Series A Dwiwarna Shareholder must be present and the resolution
of the GMS must be approved by the Series A Dwiwarna Shareholder. Members of the
Board of Directors are appointed by the GMS from candidates proposed by the Series
A Dwiwarna Shareholder, and such nomination is binding upon the GMS. This provision
also applies to GMS held to revoke or affirm the temporary dismissal of a member of
the Board of Directors.
b. Pursuant to the provisions of Article 14 paragraph (7) of the Company's Articles of
Association, members of the Board of Commissioners are appointed and dismissed by
the GMS, in which the Series A Dwiwarna Shareholder must be present and the
resolution of the GMS must be approved by the Series A Dwiwarna Shareholder.
Members of the Board of Commissioners are appointed by the GMS from candidates
proposed by the Series A Dwiwarna Shareholder, and such nomination is binding upon
the GMS. This provision also applies to GMS held to revoke or affirm the temporary
dismissal of a member of the Board of Commissioners.
Notes:
1. This notice serves as the official meeting invitation to the Company's Shareholders;
therefore, the Company's Board of Directors will not send separate invitations to the
Shareholders.
2. Shareholders entitled to attend the Meeting are those whose names are recorded in
the Company's Shareholder Register (DPS) and/or whose Company shares are held in
sub-accounts at PT Kustodian Sentral Efek Indonesia (KSEI) at the close of trading on
the Indonesia Stock Exchange on Monday, 2 June 2026.
3. From the date of this Notice, the Company has made the meeting materials for each
Agenda Item available for download on the Company's website: www.indofarma.id.
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4. Shareholders who wish to grant electronic proxies in the Meeting through the
eASY.KSEI application must note the following:
a. Registration Process
i. Local individual Shareholders who have not declared their attendance or granted
a proxy in the eASY.KSEI application by the deadline in Note 2 and wish to attend
the Meeting electronically must register their attendance in the eASY.KSEI
application on the Meeting date until the electronic registration period is closed by
the Company.
ii. Local individual Shareholders who have declared their attendance but have not yet
provided voting choices for at least 1 (one) Agenda Item in the eASY.KSEI
application by the deadline in Note 2 and wish to attend the Meeting electronically
must register their attendance in the eASY.KSEI application on the Meeting date
until the electronic registration period is closed by the Company.
iii. Shareholders who have granted a proxy to an Independent Representative
provided by the Company or to an Individual Representative but have not yet
provided voting choices for at least 1 (one) Agenda Item in the eASY.KSEI
application by the deadline in Note 2—the proxy representing the Shareholder must
register attendance in the eASY.KSEI application on the Meeting date until the
electronic registration period is closed by the Company.
iv. Shareholders who have granted a proxy to a Participant/Intermediary proxy holder
(Custodian Bank or Securities Company) and have provided voting choices in the
eASY.KSEI application by the deadline in Note 2—the registered proxy
representative in the eASY.KSEI application must register attendance in the
eASY.KSEI application on the Meeting date until the electronic registration period
is closed by the Company.
v. Shareholders who have declared their attendance or granted a proxy to an
Independent Representative provided by the Company or to an Individual
Representative, and have provided voting choices for at least 1 (one) or all Agenda
Items in the eASY.KSEI application no later than the deadline in Note 2—the
Shareholder or proxy holder is not required to register electronically in the
eASY.KSEI application on the Meeting date. Share ownership will automatically be
counted toward the attendance quorum, and voting choices already submitted will
automatically be counted in the Meeting's vote tally.
vi. Any delay or failure in the electronic registration process as described in items i–v
above, for any reason, will result in the Shareholder or their proxy being unable to
attend the Meeting electronically, and their share ownership will not be counted
toward the attendance quorum.
b. Process for Submitting Questions and/or Opinions Electronically
i. Shareholders or proxy holders have 3 (three) opportunities to submit questions
and/or opinions during each discussion session per Agenda Item. Questions and/or
opinions per Agenda Item may be submitted in writing by the Shareholder or proxy
holder using the chat feature in the "Electronic Options" column available on the
E-Meeting Hall screen in the eASY.KSEI application. Questions and/or opinions may
be submitted while the Meeting status shown in the "General Meeting Flow Text"
column reads "Discussion started for agenda item No. [ ]".
ii. The mechanism for conducting the discussion per Agenda Item in writing via the
E-Meeting Hall screen in the eASY.KSEI application is at the discretion of each
Company and shall be set forth by the Company in the Meeting Rules and
Procedures through the eASY.KSEI application.
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iii. Proxy holders attending electronically who wish to submit questions and/or
opinions on behalf of their Shareholder during the discussion session per Agenda
Item must state the Shareholder's name and share ownership, followed by the
relevant question or opinion.
c. Voting Process
i. The electronic voting process takes place in the eASY.KSEI application under the
E-Meeting Hall menu, Live Broadcasting sub-menu.
ii. Shareholders attending in person or through their proxy holders who have not yet
submitted voting choices for an Agenda Item as described in Note 4(a)(i)–(vi) will
have the opportunity to cast their votes directly during the voting period through
the E-Meeting Hall screen in the eASY.KSEI application while it is open by the
Company. Once the electronic voting period for each Agenda Item begins, the
system automatically starts a countdown timer of a maximum of 5 (five) minutes.
During the electronic voting process, the status "Voting for agenda item No [ ] has
started" will appear in the "General Meeting Flow Text" column. If a Shareholder
or their proxy holder fails to submit their voting choice for a particular Agenda Item
before the status in the "General Meeting Flow Text" column changes to "Voting
for agenda item No [ ] has ended", they will be deemed to have abstained on that
Agenda Item.
iii. The voting time during the electronic voting process is the standard time set in the
eASY.KSEI application. Each Company may set its own policy for the direct
electronic voting time per Agenda Item (with a maximum of 5 (five) minutes per
Agenda Item), which shall be set forth in the Meeting Rules and Procedures
through the eASY.KSEI application.
d. Watching the Meeting via GMS Broadcast
i. Shareholders or their proxy holders who have registered in the eASY.KSEI
application no later than the deadline in Note 2 may watch the ongoing Meeting
via Webinar Zoom by accessing the eASY.KSEI menu, GMS Broadcast (Tayangan
RUPS) sub-menu, available through the AKSes facility (https://akses.ksei.co.id/).
ii. The GMS Broadcast has a capacity of up to 500 (five hundred) participants, with
attendance determined on a first-come, first-served basis. Shareholders or their
proxy holders who are unable to watch the Meeting via the GMS Broadcast will still
be deemed to have validly attended electronically, and their share ownership and
voting choices will be counted in the Meeting, provided they have registered in the
eASY.KSEI application in accordance with Note 4(a)(i)–(vi).
iii. Shareholders or their proxy holders who only watch the Meeting via the GMS
Broadcast but have not registered their electronic attendance in the eASY.KSEI
application in accordance with Note 4(a)(i)–(vi) will be deemed not to have validly
attended and will not be counted toward the Meeting attendance quorum.
iv. Shareholders or their proxy holders watching the Meeting via the GMS Broadcast
have access to the raise hand feature, which may be used to submit questions
and/or opinions during the discussion session per Agenda Item. If the Company
permits this by activating the allow to talk feature, the Shareholder or their proxy
holder may speak directly to submit questions and/or opinions. The mechanism for
conducting discussions per Agenda Item using the allow to talk feature in the GMS
Broadcast is at the discretion of each Company and shall be set forth in the Meeting
Rules and Procedures through the eASY.KSEI application.
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v. For the best experience when using the eASY.KSEI application and/or the GMS
Broadcast, Shareholders or their proxy holders are advised to use the Mozilla
Firefox browser.
5. The Notary, assisted by the Share Registrar Bureau, will verify and tally the votes for
each Agenda Item in every Meeting resolution, including votes submitted by
Shareholders via eASY.KSEI as described in Note 4(c)(i)–(iii) above, as well as votes
cast during the Meeting.
6. Shareholders entitled to attend the Meeting whose shares are held in collective custody
at KSEI must register their attendance electronically through the KSEI System
(eASY.KSEI) at https://akses.ksei.co.id/ as provided by KSEI. Electronic registration
will be open from the date of this Notice and will close no later than 15:30 WIB prior
to the Meeting. Registration guidelines, usage instructions, and further information on
eASY.KSEI may be found on the Company's website and/or at akses.ksei.co.id.
Shareholders wishing to attend the Meeting outside of the eASY.KSEI mechanism may
download the proxy form available on the Company's website at www.indofarma.id.
7. Shareholders who have granted proxies as described in Note 4 above may submit
questions regarding the Meeting Agenda via the Company's email:
headoffice@indofarma.id, with a copy to: DM@datindo.com. Such questions will be
presented at the Meeting by the Proxy and recorded in the Meeting Minutes prepared
by the Notary; answers will be sent to the Shareholder's email within no later than 3
(three) business days after the Meeting.
8. The Annual Report will be made available to Shareholders in soft copy format.
Additionally, Shareholders are required to comply with the health protocols established
in accordance with Government Protocols implemented by the Meeting committee and
the management of the venue where the Meeting is held.
9. To facilitate the orderly conduct of the Meeting, Shareholders or their authorized
proxies are kindly requested to complete their attendance registration no later than 30
(thirty) minutes before the Meeting commences, and registration will be closed at
15:30 WIB.
Jakarta, 3 June 2026
PT Indofarma (Persero) Tbk
Board of Directors
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Public Accounting Firm Heliantono dan Rekan
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Financial Services Authority
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PT Kustodian Sentral Efek Indonesia
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Indonesia Stock Exchange
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