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20240603_PYFA_Pemanggilan RUPS_31645847_lamp2.pdf

RUPS notice Text extracted PYFA

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


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

Day/Date       :      Tuesday, June 25th 2024
Time           :      2.00 p.m. Jakarta time
Venue          :      Sinarmas MSIG Tower, 12th floor, Jl. Jend. Sudirman No. Kav. 21, Kuningan,
                      South Jakarta, Indonesia

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 31st, 2023 as well as granting of full release
    and discharge of responsibilities (volledig acquit et de charge) to the members of the Board of Directors
    and members of the Board of Commissioners for the management and supervisory actions carried out
    for the financial year ended on December 31st, 2023.

    The underlying rationales of the proposed agenda are:
    (i)   Article 13 paragraph (5) letter a Company’s Article of Association, which regulates that in the
          AGMS an Annual Report is submitted by the Board of Directors.
    (ii)  Article 13 paragraph (6) Company’s Article of Association, which regulates that the approval of
          the Annual Report and the ratification of the Financial Statements at the AGMS provide
          discharge and release of responsibilities to members of the Board of Directors and Board of
          Commissioners for the management and supervision that have been carried out.
    (iii) Article 66, Article 67, Article 68, and Article 69 Law No. 40 of 2007 regarding Limited Liability
          Company (“Company Law”), which regulates the approval of the Annual Report including the
          ratification of the financial statements as well as the report on the supervisory duties of the
          Board of Commissioners carried out by the GMS.

2. Determination of the allocation of the Company’s net profit for the financial year which ended on
   December 31st, 2023.

    The underlying rationales of the proposed agenda are:
    (i)   Article 13 paragraph (5) letter b Company’s Article of Association, which regulates that in the
          AGMS the use of profits is determined, based on the recommendation of the Board of Directors
          if the Company has positive retained earnings.
    (ii)  Article 70 and Article 71 Company Law, which regulates that the use of net profit is decided by
          the GMS.

3. Determination of Remuneration of Members of the Board of Directors and Board of Commissioners of
   the Company for the Financial Year in 2024.

    The underlying rationales of the proposed agenda are:

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    (i)     Article 13 paragraph (5) letter e Company’s Article of Association, which regulates that in the
            AGMS, if necessary, the amount of salary and allowances of the members of the Board of
            Directors or honorarium and allowances of the members of the Board of Commissioners can be
            determined.
    (ii)    Article 96 paragraph (1) and (2) and Article 113 Company Law, which regulates the provisions
            regarding the amount of salary or honorarium and allowances for members of the Board of
            Directors and Board of Commissioners are determined based on the resolution of the AGMS
            (which such authority may be delegated to the Board of Commissioners).

4. Appointment of Public Accountant Firm to perform audit on the Company’s Consolidated Financial
   Statements for the financial year which ends on December 31st, 2024.

    The underlying rationales of the proposed agenda are:
    (i)   Article 13 paragraph (5) letter c juncto Article 13 paragraph (8) letter c Company’s Article of
          Association, which regulates that the AGMS may appoint a public accountant registered in
          Financial Services Authority and determined the amount of honorarium and other requirements
          for the appointment of the public accountant (which such authority may be delegated to the
          Board of Commissioners under certain prerequisites).
    (ii)  Article 59 paragraph (1) and (2) Financial Services Authority Regulation (“FSA”) No.
          15/POJK.04/2020 regarding Plan and Procedures for General Meeting of Shareholders of Public
          Companies (“FSA GMS”), which regulates that appointment and dismissal of a public
          accountant and/or public accounting firm that will provide audit services on annual historical
          financial information must be decided in the AGMS (which such authority may be delegated to
          the Board of Commissioners) by considering the proposal of the Board of Commissioners and
          recommendation from the Audit Committee.

5. Reports on the implementation of the use of proceeds from the Continuing Public Offering of Pyridam
   Farma Sustainable Bonds I Phase I Year 2022 and Continuing Public Offering of Pyridam Farma
   Sustainable Bonds I Phase II Year 2023.

    The underlying rationales of the proposed agenda are:
    (i)   Article 13 paragraph (5) letter f Company’s Article of Association, which regulates that in AGMS
          other matters can be decided in accordance with the provisions in the Article of Association,
          Company Law, and other laws and regulations in the Capital Market sector.
    (ii)  Article 6 paragraph (1) and (2) FSA Regulation No. 30/POJK.04/2015 regarding Implementation
          Report on Utilization of Fund from Public Offering, which regulates that Public Company is
          required to account for the implementation of the use of proceeds from the Public Offering in
          every GMS until all the fund from the Public Offering have been realized.

6. Approval of amendments to the Company's Articles of Association, namely (i) adjustment to the
   formulation related to the Company's Supporting Business Activities as stated in the provisions of Article
   3 of the Company's Articles of Association regarding the Purpose and Objectives and Business Activities
   of the Company to the 2020 Indonesian Standard Industrial Classification (KBLI), and (ii) adjustment to
   the formulation related to the provisions of Article 38 of the Company's Articles of Association regarding
   Work Plan, Financial Year, Annual Report, Use of Net Income and Distribution of Interim Dividends with
   the Financial Services Authority Regulation No. 14/POJK.04/2022 regarding Submission of Periodic
   Financial Statements of Issuers or Public Companies.

                                                                                    A G M S P Y F A 2 0 2 4 |2
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    The underlying rationales of the proposed agenda are:
      (i)   Article 21 of Company Law, which stipulates that that amendments to the articles of
            association regarding business activities shall obtain the approval of the Meeting and the
            approval of the Minister of Law and Human Rights.
      (ii)  Article 13 paragraph (5) letter d of Company’s Article of Association, which stipulates that the
            AGMS may decide other proposed items in accordance with the provisions in Company’s Article
            of Association, Company Law, and regulations in the Capital Market sector.
      (iii) Article 88 paragraph (1) of the Company Law, Article 42 letter a and letter b of FSA GMS, and
            Article 26 paragraph (4) letter (a) and (b) of the Company's Articles of Association which
            stipulates that the GMS for the agenda of amendment to the Company's Articles of Association
            which requires the approval of the minister who organizes government affairs in the field of law
            and human rights shall be held if at least 2/3 of the total shares with voting rights are present
            or represented and the decisions made shall be valid if approved by more than 2/3 of the total
            shares with voting rights present at the GMS.


Notes:
1. Meeting is convened by referring to the FSA GMS, FSA Regulation No. 16/POJK.04/2020 regarding the
   Implementation of Electronic General Meeting of Shareholders of Public Companies, and the Company’s
   Article of Association.
2. The Company will not send a separate invitation to the Shareholders as this Invitation constitutes an
   official invitation.
3. Shareholders who are entitled to attend or represent at the Meeting, whose names are recorded in the
   Shareholders Register of the Company or the holders of collective deposit account of PT Kustodian
   Sentral Efek Indonesia (“KSEI”) on Friday, May 31st, 2024 at 16.00 WIB.
4. The Shareholders or their proxy, who will attend the Meeting, are required to submit copy of their Identity
   Cards or other forms of valid identification before entering the Meeting room. Shareholders which are
   legal entities are required to submit copy (or copies) of their latest Articles of Association, and documents
   evidencing their latest compositions of the management of the company (Board of Directors and Board
   of Commissioners).
5. Shareholders whose shares are placed in the collective custody of KSEI who intend to attend the Meeting,
   are required to bring a Written Confirmation for the Meeting (“KTUR”) which can be obtained at the office
   of Securities Company or at the Custodian Bank where the Shareholders open their securities account.
6. Any Shareholder who are unable to attend the Meeting may be represented by their proxy, provided that
   none of the members of the Board of Directors or the Board of Commissioners, or the employees of the
   Company may act as the proxy of the Shareholder at this Meeting.
7. Shareholders may attend the Meeting electronically through the KSEI Electronic General Meeting System
   (“eASY.KSEI”) facility provided by KSEI.
8. The Company advise the Shareholders to grant power of attorney with the following mechanism:
     a. Shareholders who are entitled to attend the Meeting whose shares are in the collective custody of
          KSEI, may give Power of Attorney to Securities Administration Bureau (Biro Administrasi Efek or
          “BAE”) which is PT Sinartama Gunita through eASY.KSEI facility at the link
          http://easy.ksei.co.id/egken provided by KSEI as an electronic authorization mechanism in the
          process of holding the Meeting, registration guide, use, and further explanation related to
          eASY.KSEI can be accessed on the eASY.KSEI Application.
     b. Shareholders who are entitled to attend the Meeting whose shares are outside the collective custody
          of KSEI, may give Power of Attorney to BAE which is PT Sinartama Gunita by filling in the Power
                                                                                      A G M S P Y F A 2 0 2 4 |3
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          of Attorney Form which can be downloaded at https://www.pyfa.co.id and the original Stamped
          Power of Attorney must be returned to the Company through BAE in which having its address at
          Sinar Mas Land Plaza, Tower 1, 9th Floor, Jl. MH Thamrin No. 51, Jakarta 10350, Phone 021-
          3922332, Fax. 021-3923003, as well as a scan of the Power of Attorney received by electronic mail:
          helpdesk1@sinartama.co.id, no later than 1 (one) working day before the Meeting is held, attached
          with a copy of ID card or for shareholders in the form of legal entities accompanied by evidence of
          authority to represent the legal entities.
9. Meeting materials are available from the date of the Invitation until the date of the Meeting and can be
    downloaded on the Company's website https://www.pyfa.co.id.
10. Shareholders or their proxies who will be physically present at the Meeting must follow the policies set
    by the Company and enforced at the Meeting venue as follows:
      a. Participants who are experiencing symptoms of an infectious disease such as coughing or sneezing
          are not allowed to enter the event room.
      b. It is mandatory to maintain cleanliness and follow medical examination procedures (body
          temperature checks and other procedures deemed necessary by the Company) both to be carried
          out by the Company or the management of the building where the Meeting is held.
11. Violation of the policies established by the Company may result in shareholders and their proxies not
    being allowed to enter the event room and physically attend the Meeting. In such cases, such person
    can provide their power of attorney to BAE before the Meeting begins. For convenience reasons, the
    physical presence of Meeting participants will be adjusted 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 by prioritizing the Meeting participants who arrive early and has complied
    with all the policies.
12. The Company does not provide souvenirs as well as the other Meeting materials in the form of hard
    copies to Shareholders and their Proxies who are present at the Meeting.
13. The Company will re-announce if there are changes and/or additional information regarding the
    procedures for conducting the Meeting.



                                             Jakarta, June 3rd, 2024
                                            PT Pyridam Farma Tbk.
                                               Board of Directors




                                                                                     A G M S P Y F A 2 0 2 4 |4

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Names mentioned 5 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
unresolved org Financial Services Authority p.2 ×3
unresolved org Minister of Law and Human Rights. p.3
unresolved org PT Kustodian Sentral Efek Indonesia p.3

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