20240816_INAF_Ringkasan Risalah//Risalah RUPS_31706254_lamp2.pdf

    until 7 (seven) days before the date of the Invitation to the Meeting which is announced on 07 August
    2024.

D. The meeting was attended by all members of the Board of Commissioners, members of the Board of
   Directors and Shareholders of the Company, namely:

    Board of Commissioners:
    President Commissioner                               : Prof. Dr. LAKSONO TRISNANTORO, M.Sc, Ph.D;
    Independent Commissioner                             : TEDDY WIBISANA;
    Commissioner                                         : Dr. DIDI AGUS MINTADI.

    Board of Directors:
    President Director                                   : YELIANDRIANI;
    Director of Operational                              : Drs. ANDI PRAZOS.

    as well as Shareholders and proxies of Shareholder representatives both physically and electronically
    present via eASY.KSEI, who in total own 2,500,027,900 shares including Series A Dwiwarna shares or
    representing 80.6651217% of the total shares with valid voting rights that have been issued by the
    Company until the day the Meeting is held, namely 3,099,267,500 shares consisting of:
    - 1 Series A Dwiwarna share; And
    - 3,099,267,499 Series B shares
    taking into account the List of Company Shareholders as of 06 August 2024 until 16.00 West Indonesia
    Time.

E. The Meeting was chaired by the Company's Commissioner, Dr. DIDI AGUS MINTADI based on the Board
   of Commissioners' letter dated 11 July 2024 Number S-20/DK-INAF/VII/2024.

F. The Meeting was held with the following agenda:
   1. Approval of the Company's Annual Report and Ratification of the Company Consolidated Financial
       Statement, Approval of the Report on the Supervisory Duties of the Board of Commissioners for the
       2023 financial year, including ratification of the restatement of the Company Consolidated Financial
       Statement for the 2021 and 2022 Financial Year and Ratification the report on the Micro and Small
       Business Funding Program (PUMK) for the 2023 Financial Year, as well as granting settlement and
       discharge of responsibilities fully (volledig acquit et de charge) to the Board of Directors for the
       management actions of the Company and the Board of Commissioners for the Company's
       supervisory actions that have been carried out during the 2023 Financial Year.
   2. Approval of the Use of the Company's Net Profit for the 2023 Financial Year.
   3. Determination of Remuneration (Salary/Honorarium, Facilities, and Allowances) for the 2024
       Financial Year and Performance Incentives for the 2023 Financial Year for the Board of Directors
       and Board of Commissioners of the Company.
   4. Appointment of Public Accounting Firm (KAP) to audit the Company's Consolidated Financial
       Statements and the Financial Statements for the Micro and Small Business Funding Program
       (PUMK) for the 2024 Financial Year.
   5. Changes in the Composition of the Company's Management.



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G. During the Meeting, a presentation about the general condition of the Company was delivered by the
   Company's Commissioner, namely Dr. DIDI AGUS MINTADI.

    In each Meeting Agenda, an opportunity has been given to the Company's shareholders and proxies of
    shareholders who are present physically or electronically to ask questions and/or opinions. On all
    Meeting Agenda items, there were no shareholders and proxies of the Company's shareholders who
    were present physically or electronically to ask questions and/or opinions.

H. That the decision-making mechanism at the Meeting is carried out by deliberation to reach consensus
   in accordance with Article 40 taking into account Article 28 POJK No. 15/2020. In the event that
   deliberation to reach a consensus is not reached, the decision is taken by voting. The voting mechanism
   is carried out openly, calculated from votes legally cast at the Meeting and through eASY.KSEI.

    That at the Meeting a decision was taken as stated in the deed “Minutes of the Second Annual General
    Meeting of Shareholders for the 2023 Financial Year of PT INDONESIA FARMA Tbk abbreviated as
    PT INDOFARMA Tbk” dated 14 August 2024 Number 17, the minutes of the deed were made by me, the
    Notary, at the basics are as follows:

    In the First Agenda of the Meeting:
    Of all shares with valid voting rights who were present and/or represented either physically or
    electronically at the Meeting, 700 shares or 0.0000280% voted Disagree; 100 shares or 0.0000040%
    voting Abstain; while the remaining 2,500,027,100 shares or 99.9999680% including 1 (one) Series A
    Dwiwarna share voted Agree.

    In accordance with the provisions of the Meeting Rules and Regulations, Shareholders who do not vote
    (abstain) are deemed to have cast the same vote as the majority of Shareholders who cast votes.

    Thus: the Meeting with the most votes, namely 2,500,027,200 shares or 99.9999720% of the total votes
    cast at the Meeting decided:

    1. Approved the Company's Annual Report including the Board of Commissioners' Supervisory
       Duties Report for the Financial Year ending 31 December 2023.
    2. Confirm:
       a) The Company's Consolidated Financial Report for the 2023 Financial Year which ends on
          31 December 2023 including the Ratification of the Restatement of the Consolidated Financial
          Report for the 2021 and 2022 Financial Year, which has been audited by the Public Accounting
          Firm HENDRAWINATA HANNY ERWIN and SUMARGO in accordance with report Number
          00297/2.1127/AU.1/04/0336-3/1/VI/2024 dated 28 June 2024 with a “qualified opinion”, in
          connection with the failure to obtain sufficient and appropriate audit evidence regarding
          adjustments to the restatement of the Financial Statements of PT Indofarma Global Medika
          (Subsidiary Entity) for the period 2022 and 2021, especially in loss accounts reported in the
          consolidated statement of profit and loss and trade payable accounts reported in the
          consolidated statement of financial position due to fraud and irregularities in the financial
          statements and misuse of assets which resulted in losses for the Group;
       b) Financial Report for the Micro and Small Business Funding Program for the 2023 Financial Year
          which ends on 31 December 2023 which is part of the Social and Environmental Responsibility
          Report as audited by the Public Accounting Firm HENDRAWINATA HANNY ERWIN and


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        SUMARGO according to report Number 00252/2.1127/AU.2/04/0336-3/0/VI/2024 dated 10
        June 2024 with an opinion of “fair in all material respects”.
 3. With the approval of the Company's Annual Report including the Board of Commissioners'
    Supervisory Duties Report, and the ratification of the Company's Consolidated Financial Report
    and the Micro and Small Business Funding Program (PUMK) Financial Report, for the 2023
    Financial Year which ends on 31 December 2023, the General Meeting Shareholders grant
    repayment and release of responsibility (acquit et de charge) to all members of the Board of
    Directors for management actions and to all members of the Board of Commissioners for
    supervisory actions of the Company that have been carried out during the 2023 Financial Year
    which ends on 31 December 2023, except for reasons of a “qualified opinion” as long as the action
    does not constitute a mistake as stated in the Audit Result Report of the Indonesian Financial
    Audit Agency Number 5/LHP/XX/2/2024, a criminal act and/or violates the provisions of
    applicable laws and regulations and legal procedures, and is reflected in the Company's books of
    reports.
 4. The Company's Directors and Board of Commissioners, taking into account their respective
    authorities, do the following:
    a) Complete the matters disclosed by the auditor in the emphasis of a matter paragraph, the
        cause of a “Qualified Opinion” and notes to the financial report for the 2023 Financial Year in
        the Independent Auditor's Report;
    b) Carry out legal measures and/or ask for accountability from Human Resources related to the
        report on the audit results of the Republic of Indonesia Financial Audit Agency;
    c) Carry out mitigation efforts to reduce further Company losses and improve the Company's
        internal governance as a whole, taking into account the principles of good corporate
        governance and in accordance with applicable statutory provisions.
 5. Submit the following matters to the General Meeting of Shareholders in number 4 (four).

In the Second Agenda of the Meeting:
Of all shares with valid voting rights who were present and/or represented either physically or
electronically at the Meeting, 0 shares or 0% voted Disagree; 100 shares or 0.0000040% voting Abstain;
while the remaining 2,500,027,800 shares or 99.9999960% including 1 (one) Series A Dwiwarna share
voted Agree.

In accordance with the provisions of the Meeting Rules and Regulations, Shareholders who do not vote
(abstain) are deemed to have cast the same vote as the majority of Shareholders who cast votes.

Thus: The Meeting with a unanimous vote of 2,500,027,900 shares or 100% of the total number of votes
cast at the Meeting decided:

Approved that there is no determination of the use of the Company's Net Profit because the Company
experienced a net loss in the 2023 Financial Year.

In the Third Agenda of the Meeting:
Of all shares with valid voting rights who were present and/or represented either physically or
electronically at the Meeting, 700 shares or 0.0000280% voted Disagree; 100 shares or 0.0000040% voting
Abstain; while the remaining 2,500,027,100 shares or 99.9999680% including 1 (one) Series A Dwiwarna
share voted Agree.



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In accordance with the provisions of the Meeting Rules and Regulations, Shareholders who do not vote
(abstain) are deemed to have cast the same vote as the majority of Shareholders who cast votes.

Thus: the Meeting with the most votes, namely 2,500,027,200 shares or 99.9999720% of the total votes
cast at the Meeting decided:

1. Grant authority and power to PT BIO FARMA (PERSERO) as the Company's Largest Series B
   Shareholder by first consulting with the Series A Dwiwarna Shareholders to determine for
   Members of the Board of Commissioners:
   a) Tantiem/Performance Incentives/Special Incentives for Performance for the 2023 Financial
       Year; And
   b) Honorarium, facilities and allowances for the 2024 Financial Year.
2. Grant authority and power to the Company's Board of Commissioners by first obtaining written
   approval from PT BIO FARMA (PERSERO) as the Company's Largest Series B Shareholder by first
   consulting with the Series A Dwiwarna Shareholders to determine for the Members of the Board
   of Directors:
   a) Tantiem/Performance Incentives/Special Incentives for Performance for the 2023 Financial
       Year, in accordance with applicable regulations; And
   b) Salary, facilities and allowances for 2024 Financial Year.

In the Fourth Agenda of the Meeting:
Of all shares with valid voting rights who were present and/or represented either physically or
electronically at the Meeting, 0 shares or 0% voted Disagree; 100 shares or 0.0000040% voting Abstain;
while the remaining 2,500,027,800 shares or 99.9999960% including 1 (one) Series A Dwiwarna share
voted Agree.

In accordance with the provisions of the Meeting Rules and Regulations, Shareholders who do not vote
(abstain) are deemed to have cast the same vote as the majority of Shareholders who cast votes.

Thus: The Meeting with a unanimous vote of 2,500,027,900 shares or 100% of the total number of votes
cast at the Meeting decided:

Grant authority and power to the Company's Board of Commissioners by first obtaining written
approval from the Company's Largest Series B Shareholders by first consulting with the Series A
Dwiwarna Shareholders to carry out:
 a) Appointment of a Public Accounting Firm to audit the Company's Consolidated Financial
    Statements for the 2024 Financial Year and/or other periods in the 2024 Financial Year, Financial
    Reports for the Micro and Small Business Funding Program for the 2024 Financial Year, as well as
    other reports from the Company for the purposes and interests of the Company; And
 b) Determination of fees for audit services and other requirements for the Public Accounting Firm, as
    well as appointing a replacement Public Accounting Firm in the event that the selected Public
    Accounting Firm, for whatever reason, is unable to complete the provision of audit services for the
    Company's Consolidated Financial Statements for the 2024 Financial Year and/or other periods in
    2024 Financial Year, Financial Report for Micro and Small Business Funding Program for Financial
    Year 2024, as well as other reports from the Company, including determining fees for audit services
    and other requirements for the Substitute Public Accounting Firm.



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In the Fifth Agenda of the Meeting:
Of all shares with valid voting rights who were present and/or represented either physically or
electronically at the Meeting, 0 shares or 0% voted Disagree; 100 shares or 0.0000040% voting Abstain;
while the remaining 2,500,027,800 shares or 99.9999960% including 1 (one) Series A Dwiwarna share
voted Agree.

In accordance with the provisions of the Meeting Rules and Regulations, Shareholders who do not vote
(abstain) are deemed to have cast the same vote as the majority of Shareholders who cast votes.

Thus: The Meeting with a unanimous vote of 2,500,027,900 shares or 100% of the total number of votes
cast at the Meeting decided:

1. Approve the confirmation of the honorable dismissal of Prof. Dr. LAKSONO TRISNANTORO, M.Sc,
   Ph.D as President Commissioner of PT INDOFARMA Tbk as of 14 August 2024, with thanks for all
   the contributions of his energy and thoughts while holding this position;
2. Approve Dr. DIDI AGUS MINTADI as Acting President Commissioner of PT INDOFARMA Tbk;
3. Approved the reduction of 1 (one) position of Commissioner of PT INDOFARMA Tbk so that the
   number of members of the Board of Commissioners of PT INDOFARMA Tbk becomes 2 (two)
   people;
4. With the dismissal and appointment of Commissioners as referred to in point 1 (one) above, the
   composition of the membership of the Board of Commissioners and Directors of PT INDOFARMA
   Tbk will be as follows:
   BOARD OF COMMISSIONERS:
   Acting President Commissioner/Commissioner          : Dr. DIDI AGUS MINTADI.
   Independent Commissioner                            : TEDDY WIBISANA.

    BOARD OF DIRECTORS:
    President Director                                  : YELIANDRIANI;
    Director of Operational                             : Drs. ANDI PRAZOS.


                                        Jakarta, 16 August 2024
                                   Board of Directors of the Company




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