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20260529_MERK_Ringkasan Risalah//Risalah RUPS_32095826_lamp4.pdf

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Page 1
                                               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.


                                                                                                   Page 1 of 5
Page 2
                                                          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


                                                                                                                        Page 2 of 5
Page 3
                                                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.
                                                                                                       Page 3 of 5
Page 4
                                      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.


                                                                                            Page 4 of 5
Page 5
                                            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




                                                                                                   Page 5 of 5

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Names mentioned 15 people and organisations named in the text · linked when the evidence is strong

possible org Merck Tbk p.1 ×14
possible org PT Bursa Efek Indonesia p.2
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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Rule parser Needs review confidence 0.000 536 ms 12 Sep 2026 22:17

no RUPS minutes content - likely misclassified

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