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20240603_PYFA_Pemanggilan RUPS_31645847_lamp2.pdf
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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.
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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
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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
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Names mentioned 5 people and organisations named in the text · linked when the evidence is strong
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Financial Services Authority
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Minister of Law and Human Rights.
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PT Kustodian Sentral Efek Indonesia
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