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20260520_PYFA_Pemanggilan RUPS_32093131_lamp1.pdf

RUPS notice Text extracted PYFA

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Page 1
                                  INVITATION OF
                    ANNUAL GENERAL MEETING OF SHAREHOLDERS
                             PT PYRIDAM FARMA TBK.

The Board of Directors of PT Pyridam Farma Tbk. (the “Company”), domiciled in South Jakarta,
hereby invites the Shareholders to attend the Annual General Meeting of Shareholders (“AGMS” or
“Meeting”) of the Company, which will be held on:

        Day/Date        : Thursday, June 11, 2026
        Time            : 14:00 Western Indonesia Time (WIB) – onwards
        Venue           : Financial Hall – GRAHA CIMB NIAGA, 2nd Floor, Jl. Jenderal Sudirman
                          Kaveling 58, South Jakarta - 12190
Meeting Agenda:
   1. Approval of the Annual Report, Sustainability Report, and Ratification of the Company's
       Financial Statements for the financial year which ended on December 31, 2025, as well as
       granting full release and discharge (volledig acquit et de charge) to the members of the Board
       of Directors and the Board of Commissioners for the management and supervision actions
       carried out during the financial year which ended on December 31, 2025.

        The underlying rationales of the proposed agenda are:
       (i) Article 13 paragraph (5) letter a of the Company's Articles of Association, which stipulates
             that the Annual Report shall be submitted by the Board of Directors.
       (ii) Article 13 paragraph (6) of the Company's Articles of Association, which stipulates that the
             approval of the Annual Report and ratification of the Financial Statements in the AGMS
             grants a release and discharge of responsibility to the members of the Board of Directors
             and the Board of Commissioners for the management and supervision carried out.
       (iii) Article 66, Article 67, Article 68, and Article 69 of Law Number 40 of 2007 concerning
             Limited Liability Companies, as amended by Law Number 6 of 2023 concerning the
             Enactment of Government Regulation in Lieu of Law Number 2 of 2022 concerning Job
             Creation into Law (“Company Law”), which stipulates that the approval of the annual
             report, including the ratification of financial statements and the oversight report of the
             Board of Commissioners, shall be conducted by the GMS.

    2. Determination on the utilization of the Company's Net Profit/Net Loss for the financial year
       which ended on December 31, 2025.

        The underlying rationales of the proposed agenda are:
        (i) Article 13 paragraph (5) letter b of the Company's Articles of Association, which stipulates
            that the utilization of profit shall be determined in the AGMS based on the proposal of the
            Board of Directors if the Company has a positive retained earnings balance.
       (ii) Article 70 and Article 71 of the Company Law, which stipulate that the utilization of net
            profit shall be decided by the GMS.

    3. Determination of Remuneration for Members of the Board of Directors and the Board of
       Commissioners of the Company for the 2026 Financial Year.

        The underlying rationales of the proposed agenda are:
         (i) Article 13 paragraph (5) letter e of the Company's Articles of Association, which stipulates
             that if necessary, the amount of salary and allowances for members of the Board of
             Directors and salary or honorarium and allowances for the Board of Commissioners can be
             determined in the AGMS.
        (ii) Article 96 paragraph (1) and paragraph (2) and Article 113 of the Company Law, which
             state that provisions regarding the amount of salary or honorarium and allowances for
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        members of the Board of Directors and the Board of Commissioners shall be determined
        based on a resolution of the GMS (where such authority may be delegated to the Board of
        Commissioners).

4. Determination of a Public Accounting Firm to audit the Company's Consolidated Financial
   Statements for the financial year ending on December 31, 2026.

    The underlying rationales of the proposed agenda are:
    (i) Article 13 paragraph (5) letter c juncto Article 13 paragraph (8) letter c of the Company's
        Articles of Association, which stipulates that the appointment of a public accountant
        registered with the Financial Services Authority (“Otoritas Jasa Keuangan and/or
        OJK”), as well as the determination of the honorarium amount and other conditions for the
        appointment of such public accountant, shall be conducted in the AGMS (where such
        authority may be delegated to the Board of Commissioners under certain conditions).
   (ii) Article 59 paragraph (1) and (2) of OJK Regulation Number 15/POJK.04/2020 concerning
        the Plan and Implementation of the General Meeting of Shareholders of Public Companies
        (“GMS POJK”), which stipulates that the appointment and dismissal of a public
        accountant and/or public accounting firm that will provide audit services on historical
        annual financial information must be decided in the GMS (where such authority may be
        delegated to the Board of Commissioners) by considering the proposal of the Board of
        Commissioners and taking into account the recommendation of the Audit Committee.

5. Reporting on the Realization of the Use of Proceeds from the Public Offering of Pyridam Farma
   Continuous Bonds I Phase III Year 2024, Pyridam Farma Continuous Bonds II Phase I Year
   2025, and the Limited Public Offering to Shareholders for Capital Increase with Pre-emptive
   Rights I and Issuance of Series 1 Warrants.

    The underlying rationales of the proposed agenda are:
    (i) Article 13 paragraph (5) letter f of the Company's Articles of Association, which stipulates
        that other matters proposed in accordance with the provisions of the Articles of Association,
        the Company Law, and other laws and regulations in the Capital Market sector may be
        decided in the AGMS.
   (ii) Article 13 paragraph (1), (2), and (3) of POJK Number 40 of 2025 concerning the Use of
        Proceeds from Public Offerings, which stipulates that a Public Company is obliged to
        account for the realization of the use of proceeds from a Public Offering in every AGMS
        until all proceeds from the Public Offering have been fully realized.

6. Approval of amendments to the Company's Articles of Association, specifically the adjustment
   of the formulation regarding the Company's Business Activities as set forth in the provisions of
   Article 3 of the Company's Articles of Association concerning the Purposes and Objectives as
   well as Business Activities of the Company against the Regulation of the Central Bureau of
   Statistics Number 7 of 2025 concerning the Indonesia Standard Industrial Classification (KBLI
   2025).

    The underlying rationales of the proposed agenda are:
    (i) Article 13 paragraph (5) letter (f) of the Company's Articles of Association, which
        stipulates that other matters proposed in accordance with the provisions of the Articles of
        Association, the Company Law, and other laws and regulations in the Capital Market
        sector may be decided in the AGMS.
   (ii) Article 88 paragraph (1) of the Company Law, Article 42 letter a and letter b of the GMS
        POJK, and Article 26 paragraph (4) letter (a) and (b) of the Company's Articles of
        Association, which stipulate that a GMS for the agenda of amendments to the Articles of
        Association that require approval from the minister who administers government affairs
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        in the field of law and human rights may be held if at least 2/3 (two-thirds) of the total
        shares with voting rights are present or represented, and the resolution taken is valid if
        approved by more than 2/3 (two-thirds) of all shares with voting rights present in the GMS.
  (iii) Regulation of the Central Bureau of Statistics Number 7 of 2025 concerning the Indonesia
        Standard Industrial Classification.
7. Approval of Changes to the Composition of the Company's Management.

    The underlying rationales of the proposed agenda are:
     (i) Article 13 paragraph (5) letter d of the Company's Articles of Association, which stipulates
         that the AGMS may decide on changes to the composition of the members of the Board
         of Directors and members of the Board of Commissioners.
    (ii) Article 111 paragraph (1) of the Company Law, which stipulates that members of the
         Board of Commissioners are appointed by the GMS.
   (iii) Article 3 paragraph (1) jo. Article 23 of POJK Number 33/POJK.04/2014 concerning
         Directors and Commissioners of Issuers or Public Companies, which stipulates that
         members of the Board of Directors and Board of Commissioners are appointed and
         dismissed by the GMS.
Page 4
Notes:
   1. The Meeting will be held with reference to the GMS POJK, OJK Regulation Number 14 of
       2025 concerning the Electronic Implementation of the General Meeting of Shareholders,
       General Meeting of Bondholders, and General Meeting of Sukukholders (“e-GMS POJK”),
       and the Company's Articles of Association.
   2. The Company does not send a separate invitation to the Shareholders as this Notice is deemed
       an invitation.
   3. Shareholders entitled to attend/be represented in the Meeting are those whose names are
       registered in the Company's Register of Shareholders, or holders of securities account balances
       in the Collective Custody of PT Kustodian Sentral Efek Indonesia (“KSEI”) on Tuesday, May
       19th, 2026, until 16:00 WIB.
   4. Shareholders or their proxies who will attend the Meeting are requested to submit a copy of
       their Identity Card (“KTP”) or other valid proof of identity before entering the Meeting room.
   5. Shareholders in the form of a Legal Entity are requested to bring a copy of their latest Articles
       of Association and documents proving the latest composition of the management (Board of
       Directors and Board of Commissioners).
   6. Shareholders whose shares are included in the KSEI collective custody who intend to attend
       the Meeting are required to bring a Written Confirmation for the Meeting (“KTUR”), which
       can be obtained from the Securities Company or the Custodian Bank where the Shareholders
       open their securities accounts.
   7. Shareholders who do not attend the Meeting may be represented by their proxies, with the
       provision that members of the Board of Directors, members of the Board of Commissioners,
       and Employees of the Company cannot act as proxies for Shareholders in this Meeting.
   8. Shareholders may attend the implementation of the Meeting electronically through the KSEI
       Electronic General Meeting System facility (“eASY.KSEI”) provided by KSEI.
   9. The Company appeals to the Shareholders to grant power of attorney with the following
       mechanisms:
            o For Shareholders entitled to attend the Meeting whose shares are in KSEI collective
                custody, they may grant power of attorney to the Securities Administration Bureau
                (“BAE”), namely PT Sinartama Gunita, through the eASY.KSEI facility in the link
                http://easy.ksei.co.id/egken provided by KSEI as an electronic proxy mechanism in the
                process of holding the Meeting. Registration guidelines, usage, and further
                explanations regarding eASY.KSEI can be accessed on the eASY.KSEI Application.
            o For Shareholders entitled to attend the Meeting whose shares are outside KSEI
                collective custody, they may grant power of attorney to the BAE, namely PT Sinartama
                Gunita, by filling out the Power of Attorney Form which can be downloaded at
                https://www.pyfa.co.id. The original, stamped (meterai) Power of Attorney must have
                been received back by the Company through the BAE, located at Sinar Mas Land Plaza,
                Menara 1, 9th Floor, Jl. M.H. Thamrin No. 51, Jakarta 10350, Tel: 021-3922332, Fax:
                021-3923003, and a scan of the Power of Attorney received via email:
                helpdesk1@sinartama.co.id, no later than 1 (one) business day before the Meeting is
                held, accompanied by a copy of KTP or for shareholders in the form of a legal entity
                accompanied by proof of authority to represent the legal entity.
   10. Meeting materials have been available since the date of the Notice of Meeting until the date of
       the Meeting and can be downloaded from the Company's website at https://www.pyfa.co.id.
   11. Shareholders or their proxies who will physically attend the Meeting must comply with the
       policies set by the Company as well as those applicable at the Meeting venue as follows:
            o Participants experiencing symptoms of infectious diseases such as coughing or
                sneezing are not allowed to enter the event room.
            o Required to maintain cleanliness and follow health screening procedures (body
                temperature checks and other procedures deemed necessary by the Company) to be
                carried out by both the Company and the building management of the Meeting venue.
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        o   Violations of the policies set by the Company may result in shareholders and their
            proxies not being permitted to enter the event room and attend the Meeting physically.
            In such case, the person concerned may provide their power of attorney to the BAE
            before the Meeting begins.
        o For health reasons, the physical attendance of Meeting participants will adjust to the
            capacity of the room. Therefore, Shareholders or their proxies are requested to arrive
            and register at the Meeting venue 30 (thirty) minutes before the Meeting begins,
            prioritizing participants who arrive earlier and meet the predetermined policy
            requirements.
12. Violation of the policies established by the Company may result in shareholders and their
    proxies being denied entry to the meeting venue and participation in the Meeting in person. In
    such case, the relevant party may grant a power of attorney to the BAE before the
    commencement of the Meeting. For health and safety reasons, the physical attendance of
    Meeting participants will be adjusted to the venue capacity. Therefore, shareholders or their
    proxies are requested to arrive and register at the Meeting venue 30 (thirty) minutes prior to the
    commencement of the Meeting, with priority given to participants who arrive earlier and
    comply with the established policy requirements.
13. The Company does not provide the Annual Report and other Meeting materials in printed copy
    format to Shareholders and their Proxies who attend the Meeting.
14. The Company will re-announce if there are changes and/or additional information regarding
    the procedures for implementing the Meeting.

                                     Jakarta, May 20, 2026
                                   PT Pyridam Farma Tbk.
                                    The Board of Directors

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Names mentioned 6 people and organisations named in the text · linked when the evidence is strong

linked org PYRIDAM FARMA TBK. p.1 ×10
linked org Sinar Mas p.4
possible org Otoritas Jasa Keuangan p.2
unresolved org Financial Services Authority p.2
unresolved org PT Kustodian Sentral Efek Indonesia p.4
unresolved person H. Thamrin p.4

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