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20260529_MERK_Ringkasan Risalah//Risalah RUPS_32095826_lamp4.pdf
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PT Merck Tbk
SUMMARY OF MINUTES OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
The Board of Directors of PT Merck Tbk (the “Company”) hereby notifies the Company’s Shareholders that
the Company has held the Annual General Meeting of Shareholders (the ”Meeting”) by physically as well as
electronically (“e-RUPS”) through eASY.KSEI and the Meeting livestream through zoom webinar
AKSes.KSEI facility as provided by PT Kustodian Sentral Efek Indonesia. The Summary of the Minutes of the
Meeting are as follows:
Day, date : Monday, May 25, 2026
Time : 10.14 – 11.38 Western Indonesia Time
Venue : the Company’s premises, Jl. TB. Simatupang No. 8, Pasar Rebo, Jakarta Timur
The Meeting Agenda
1. Approval of the Report of the Board of Directors and the Board of Commissioners regarding the
management and financial administration of the Company for the financial year ended on December 31,
2025 and Approval of the Statements of Financial Position of the Company per December 31, 2025 and
Statements of Profit or Loss and Other Comprehensive Income of the Company for the financial year
ended on December 31, 2025, and provide acquit et de charge to the members of the Board of Directors
for all management actions and the exercise of authority by the members of the Board of Directors and
to the members of the Board of Commissioners for the supervisory actions of the members of the Board
of Commissioners during the financial year ended on December 31, 2025.
2. Stipulation on the use of profits of the Company.
3. Changes of the Composition of the Board of Commissioners of the Company.
4. Appointment of Liana Ramon Xenia & Rekan Public Accounting Firm (which is a member (as such term is
used in Regulation of the Ministry of Finance Number 186/PMK.01/2021 and Regulation of the Financial
Services Authority Number 9 of 2023) of Deloitte Southeast Asia Limited) to perform audit of the
Company's financial statements as of and for the year ending December 31, 2026 and to empower the
Board of Commissioners to determine the fees for the appointed Public Accounting Firm and to appoint
and designate substitute Public Accounting Firm and/or Public Accountants if for any reason the appointed
Public Accounting Firm and/or Public Accountants are unable to complete the audit of the financial
statements in a timely manner.
5. Amendment to Article 3 of the Company's Articles of Association concerning the Company's aims and
objectives and business activities (adjustments based on Central Statistics Agency Regulation No. 7 of
2025 concerning the Indonesian Standard Classification of Business Fields or KBLI).
The Meeting was attended by members of the Company’s Board of Directors, namely:
1. Mrs. Evie Yulin (President Director);
2. Mr. Arryo Aritrixso Teguh Putranto Wachjuwidajat (Director); and
3. Mr. Bambang Nurcahyo (Director).
The Meeting was attended by Shareholders and/or their Proxies representing 390,181,221 shares or 87.09%
of 448,000,000 shares which has been issued by the Company.
During the Meeting Agenda discussion, the shareholders and/or their proxies who attend physically or
electronically were given the opportunity to ask the questions, opinions, proposals and/or suggestions related
to the agenda of the Meeting are discussed prior the voting sessions.
The resolution making mechanism carried out by verbal and asked to the shareholders and/or their proxies
who physically attend in the Meeting to raise their hands for those vote objections and abstains, while those
vote approve is not being asked to raise their hands. Abstains vote is considered to the same vote as majority
of the voting shareholders. For Shareholders who attend through eASY.KSEI, Meeting resolutions are made
by selecting decisions available on the eASY.KSEI platform that started within 1 (one) minute since the
Meeting Chairman determined to start for the voting time.
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PT Merck Tbk
Number of Total Vote
Shareholders
Meeting
and/or their
Agenda
Proxies who Agree Disagree Abstain Total Agree + Abstain Result
raised question
390,181,221 shares 390,181,221 shares
1 0 (100.00% of total shares 0 0 (100.00% of total shares Approved
present at the meeting) present at the meeting)
390,181,221 shares 390,181,221 shares
2 0 (100.00% of total shares 0 0 (100.00% of total shares Approved
present at the meeting) present at the meeting)
390,181,221 shares 390,181,221 shares
3 0 (100.00% of total shares 0 0 (100.00% of total shares Approved
present at the meeting) present at the meeting)
390,181,221 shares 390,181,221 shares
4 0 (100.00% of total shares 0 0 (100.00% of total shares Approved
present at the meeting) present at the meeting)
390,181,221 shares 390,181,221 shares
5 0 (100.00% of total shares 0 0 (100.00% of total shares Approved
present at the meeting) present at the meeting)
Meeting Resolutions
1. The First Agenda:
a. Approved the Annual Report of the Company’s Board of Directors and Board of Commissioners for the
year ended on December 31, 2025.
b. Approved and ratified the Statement of Financial Position as well as Statement of Profit or Loss and
Other Comprehensive Income of the Company for the financial year ended on December 31, 2025
and grant the acquit et de charge to members of the Board of Directors of the Company for all the
management actions and exercise of authority by members of the Board of Directors, also to members
of the Board of Commissioners of the Company for the supervisory actions of the members of the
Board of Commissioners during the Company’s financial year ended on December 31, 2025.
2. The Second Agenda:
a. Approved the use of the Company’s profits for financial year 2025 by distributing the Final Dividend
for the accounting year of 2025 amounting to Rp 275.- (two hundred seventy five Rupiah) per share
and approved the distribution procedures of the said Final Dividend to Shareholders/Owner of
448,000,000 (four hundred forty eight million) shares issued by the Company, whose names are
registered in the Shareholders Register of the Company on June 9, 2026 at 16.00 Western Indonesia
Time (Recording Date), in accordance with the regulations of PT Bursa Efek Indonesia (“Stock
Exchange”) for trading shares on the Stock Exchange, as follows:
Cum Final Dividend at Regular and Negotiated Market June 5, 2026
Ex Final Dividend at Regular dan Negotiated Market June 8, 2026
Cum Final Dividend at Cash Market June 9, 2026
Ex Final Dividend at Cash Market June 10, 2026
Recording Date June 9, 2026
Effective Payment Date of Final Dividend June 24, 2026
b. Grants the power of attorney to the Board of Directors of the Company to carry out the said dividend
distribution.
3. The Third Agenda:
a. Accepted and approved the appointment of Mr. Koji Okamoto as President Commissioner of the
Company and Mr. Doktor Insinyur Agus Prabowo, Master of Engineering as Independent Commissioner
of the Company, as of the closing of this Meeting, therefore the composition of the Board of
Commissioner of PT Merck Tbk as of the closing of this Meeting until the closing of the General Meeting
of Shareholders of the Company that will be held in 2029, is as follows:
President Commissioner : Mr. Koji Okamoto
Commissioner/Independent Commissioner : Mr. Dr. Ir. Agus Prabowo, M.Eng
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PT Merck Tbk
b. To authorize the Board of Directors of the Company and/or employees of the Notary office, either
jointly or individually, to represent and act for and on behalf of the Meeting to:
- declare the decisions of the agenda items of this third Meeting in a separate deed and to notify
the Minister of Law of the Republic of Indonesia ("Minister of Law”) for the appointment of and
changes to the composition of the Company's Board of Commissioners;
- for this purpose, sign deeds, letters, and take other necessary actions for notification to the
relevant authorities.
c. To grant power toward the Board of the Directors of the Company to determine honorarium of the
member of the Board of Commissioners of the Company.
4. The Fourth Agenda:
a. Approved the appointment of Public Accountant Firm Liana Ramon Xenia & Rekan (“LRX”) to perform
audit of the Company's financial statements as of and for the year ending December 31, 2026. LRX is
a member (as such term is used in Regulation of the Ministry of Finance Number 186/PMK.01/2021
and Regulation of the Financial Services Authority Number 9 of 2023 (the “Relevant Law”)) of Deloitte
Southeast Asia Limited (“DSEAL”). DSEAL is the registered Foreign Audit Organization (“Organisasi
Audit Asing” or “OAA”) to LRX for the purposes of the Relevant Law. LRX is a legally separate and
independent entity liable for its own acts and omissions and it cannot obligate or bind DSEAL in respect
of third parties.
b. Approve to empower the Company’s Board of Commissioners to determine the fees for the appointed
Public Accounting Firm and to appoint and designate substitute Public Accounting Firm and/or Public
Accountants if for any reason the appointed Public Accounting Firm and/or Public Accountants are
unable to complete the audit of the financial statements in a timely manner.
5. The Fifth Agenda:
a. Approving the addition of the Company's business activities, which results in the amendment of Article
3 of the Company's Articles of Association regarding the Purpose and Objectives as well as the Business
Activities of the Company, so that Article 3 of the Company's Articles of Association will read as follows:
Article 3
PURPOSE AND OBJECTIVES AND BUSINESS ACTIVITIES
1. The purpose and objectives of the Company are to operate in the fields of processing industry,
trade, information and communication, education, professional, scientific and technical activities,
as well as rental services and property management related to business activities.
2. To achieve the purposes and objectives stated in Paragraph 1 of Article 3 above, the Company may
carry out the following business activities:
a. the manufacture and processing of pharmaceuticals, health/dietary supplements, and finished-
form quasi-pharmaceuticals for human use—such as in the form of tablets, capsules, ointments,
powders, solutions, parenteral solutions and suspensions, and hormonal contraceptives; the
production of radiopharmaceuticals; and the production of biotechnological pharmaceuticals
(KBLI Code 21012).
b. the manufacture of medical and dental equipment, as well as other supplies not yet covered
under KBLI Codes 32501 through 32503—such as sterile/surgical fabrics and threads, tissue
paper, personal protective masks (e.g., FFP2, FFP3, surgical masks), surgical drapes, surgical
gowns, head coverings, and wound dressings for healthcare services; this includes dental
cement and filling (excluding denture adhesives; see KBLI Code 20234), dental waxes, other
dental plaster preparations, and bone reconstruction cement (KBLI Code 32509).
c. wholesale trade of laboratory instruments, as well as medical, surgical, orthopedic, and similar
equipment for human use (KBLI Code 46791).
d. other retail trade activities not yet covered under KBLI Codes 47721 through 47728—such as
raw materials for pharmaceutical preparations and raw materials for traditional medicines
(simplisia) for both humans and animals, as well as other medical devices (KBLI Code 47729).
e. activities comprising:
1) the publication of journals and other periodicals;
2) the publication of radio and television broadcast schedules.
All forms of journal and periodical publishing (whether in print, electronic, digital, analog, or
other formats) are included within the scope of this activity group.
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PT Merck Tbk
This activity group excludes:
- activities of independent journalists; see KBLI Sub-class 9011;
- activities of independent photojournalists; see KBLI Sub-class 7420;
- activities involving the production of television or video news programs; see KBLI Sub-class
5911;
(KBLI Code 58130).
f. activities comprising:
- publishing of books, brochures, and similar publications;
- publishing of dictionaries and encyclopedias;
- publishing of atlases, maps, and charts;
- publishing of electronic books (e-books) and audiobooks;
- publishing of comic books and graphic novels;
All possible forms of book publishing (whether in print, electronic, digital, analog, or other
formats) are included in this activity group.
This activity group excludes:
- manufacture of globes; see KBLI Sub-class 3290;
- publishing of advertising materials; see KBLI Sub-class 5819;
- publishing of music and sheet music books (musical scores); see KBLI Sub-class 5920;
- combined publishing and distribution of podcasts; see KBLI Sub-class 5920;
- audio-on-demand distribution and streaming services (provided at the request of a third
party), see KBLI Sub-code 6010;
- activities of independent writers, see KBLI Sub-code 9011.
(KBLI Code 58110).
g. educational activities in the form of courses aimed at enhancing skills or expertise in the
healthcare sector, organized by private entities. Educational activities or courses included in this
group comprise: cosmetology, modern/traditional acupuncture, nursing assistance,
babysitting/toddler care, echocardiology, pharmacy, traditional herbal medicine (”jamu”),
medical representation, medical device training, traditional healing practices, general nursing,
first aid (PPPK), reflexology, Shinse practice (traditional Chinese medicine), spa services, health
support services, therapy for children with autism, zone therapy, basic technical skills training
(TKK), advanced technical skills training (TKR), medical ultrasonography, and others (KBLI Code
85594).
h. provision of advice, guidance, and operational assistance regarding business and other
organizational and management issues—such as strategic and organizational planning;
decision-making concerning finance, planning objectives and policies, and human resource
practices and policies; and production scheduling and control planning. The provision of these
business services may encompass advisory, guidance, and operational assistance across various
management functions; management consultancy provided by agronomists and agricultural
economists in the agricultural sector and related fields; the design of accounting methods and
procedures; cost accounting programs; budgetary control procedures; and the provision of
advice and assistance to businesses and public services regarding planning, organization,
efficiency, and control. It also includes management information services and occupational
health and safety consultancy—for instance, risk identification and documentation—among
others.
This group of activities also encompasses:
- infrastructure investment study services;
- port security management consultancy services.
(KBLI Code 70209).
i. supervision and management of other units within a company or a corporate group—for
example, acting as a head office; undertaking strategic or organizational planning and decision-
making for the corporation or enterprise; and exercising operational control over, and managing
the daily operations of, related units.
These activities remain constant regardless of the specific activities performed by the units being
managed (e.g., finance, manufacturing, trade, etc.).
This group includes the following activities:
- central administrative offices;
- registered offices;
- district and regional offices;
- branch management offices.
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PT Merck Tbk
This subgroup does not include:
- activities of holding companies that are unrelated to head office functions (see KBLI Subgroup
6421).
(KBLI Code 70100).
j. renting and operating residential real estate, whether owned or leased (KBLI Code 68112).
k. manufacture of various chemical materials and products not classified elsewhere, such as:
- manufacture of gelatin;
- manufacture of peptones, peptone derivatives, and other protein substances and their
derivatives;
- manufacture of animal, vegetable, or microbial fats and oils—and their fractions—that have
been boiled, oxidized, dehydrated, sulfurized, blown, polymerized by heating in a vacuum or
inert gas, or chemically modified in other ways;
- manufacture of thermal insulation materials (excluding plastics and rubber), and polishing
preparations;
- manufacture of lubricating oil additives; photosensitive films; and photographic paper;
- manufacture of finishing agents for textiles and leather;
- manufacture of powders and pastes used in soldering, brazing, and welding;
- manufacture of substances used for metal treatment; and formulated additives for cement;
- manufacture of formulated rubber accelerators;
- manufacture of catalysts;
- manufacture of anti-knock preparations; and anti-freeze preparations;
- manufacture of diagnostic reagents or composite laboratory preparations;
- manufacture of brake fluid;
- manufacture of other chemical products for industrial use.
(KBLI Code 20299).
l. warehouse management involving the provision of warehouses under the Warehouse Receipt
System (G-SRG), including the storage, maintenance, and issuance of warehouse receipts for
goods stored in such warehouses by owners or other parties. This group also includes:
- operation of Warehouse Receipt System facilities in free trade zones;
- operation of cold storage facilities utilizing the Warehouse Receipt System;
- operation of physical commodity storage facilities utilizing the Warehouse Receipt System.
This group does not include:
- operation of oil and natural gas storage facilities; see KBLI Code 52104;
- operation of hazardous and toxic waste storage facilities; see KBLI Code 52105;
- operation of ionizing radiation source storage facilities; see KBLI Code 52106;
- operation of radioactive associated mineral storage facilities; see KBLI Code 52107.
(KBLI Code 52101).
b. To authorize the Board of Directors of the Company and/or employees of the Notary office, either
jointly or individually, to represent and act for and on behalf of the Meeting to:
- declare the decisions of the agenda items of this fifth Meeting in a separate deed and request
approval from the relevant authorities, including to the Minister of Law for the amendment of
Article 3 of the Company's Articles of Association, including to reaffirm the content of the resolution
regarding the agenda items of this fifth Meeting (if necessary) in case the 30 (thirty) day period
has elapsed, as stipulated in Article 9 paragraph 6 of the Regulation of the Minister of Law and
Human Rights of the Republic of Indonesia Number 21 of 2021;
- for this purpose, sign deeds, letters, and take other necessary actions for notification to the
relevant authorities.
Jakarta, May 29, 2026
Board of Directors of the Company
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Names mentioned 15 people and organisations named in the text · linked when the evidence is strong
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.1
unresolved
org
PT Kustodian Sentral Efek Indonesia. The Summary
p.1
unresolved
org
Liana Ramon Xenia & Rekan
p.1
unresolved
org
Ministry of Finance
p.1 ×2
unresolved
org
Financial Services Authority
p.1 ×2
unresolved
org
Deloitte Southeast Asia Limited
p.1 ×2
unresolved
person
Evie Yulin
p.1
unresolved
person
Arryo Aritrixso Teguh Putranto Wachjuwidajat
p.1
unresolved
person
Bambang Nurcahyo
p.1
unresolved
person
Koji Okamoto
· President Commissioner
p.2 ×2
unresolved
person
Doktor Insinyur Agus Prabowo
· Commissioner
p.2 ×2
unresolved
org
Minister of Law
p.3 ×4
unresolved
org
Public Accountant Firm Liana Ramon Xenia & Rekan
p.3
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12 Sep 2026 22:17
no RUPS minutes content - likely misclassified