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20240603_KAEF_Pemanggilan RUPS_31645854_lamp1.pdf
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SUMMON OF THE
ANNUAL GENERAL MEETING OF SHAREHOLDERS FINANCIAL YEAR 2023
PT KIMIA FARMA Tbk
The Board of Directors of PT Kimia Farma Tbk (the "Company") hereby calls for the Annual
General Meeting of Shareholders for the Financial Year 2023 (hereinafter referred to as the
"MEETING") to be held on:
Day and Date : Thursday, June 20, 2024
Time : 13.00 WIB until finished
Link to Join : Access the Electronic General Meeting System KSEI (eASY.KSEI) through
the AGMS the link https://akses.ksei.co.id provided by KSEI.
Regarding the implementation of the MEETING which is conducted electronically as referred
to in Regulation No. 15/POJK.04/2020 and No. 16/POJK.04/2020, the Notary and
Professionals, as well as Supporting Institutions, will coordinate to conduct the MEETING
electronically at Kimia Farma Corporate University, Jl. Cipinang Cimpedak I No. 36, East
Jakarta.
The Agenda of the MEETING:
1. Approval of the Company's Annual Report, including the Supervisory Duties Report of
the Board of Commissioners for the Financial Year 2023, and Ratification of the
Company's Consolidated Financial Statements, which include the Report on the
Implementation of Social and Environmental Responsibility Programs ending on
December 31, 2023, as well as the Ratification of the Financial Statements of the Micro
and Small Business Funding Program for the Financial Year 2023, along with the granting
of full discharge and release of responsibilities (volledig acquit et de charge) to the Board
of Directors for the management actions of the Company and to the Board of
Commissioners for the supervisory actions of the Company carried out during the
Financial Year 2023.
Brief Explanation:
1. Under Article 18 Paragraph (9) of the Company’s Article of Association and Law Number 40 of 2007
concerning Limited Liability Companies (Company Law), it is stated that:
a) The Board of Directors submits an annual report to the General Meeting of Shareholders (GMS)
after being reviewed by the Board of Commissioners;
b) The GMS carries out the approval of the Annual Report, including the ratification of the financial
statement and the Board of Commissioners' supervisory report.
2. Article 23 Regulation of the Minister of State-Owned Enterprises (“Permen BUMN”) Number PER-
05/MBU/04/2021 dated 8 April 2021 concerning the Social and Environmental Responsibility
Program of State-Owned Enterprises (“TJSL”), which stipulates that Financial Reports and
Implementation of the TJSL Program are reported and integrated into the Periodic Report and Annual
Report.
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2. Approval of the Use of the Company's Net Profit for the Financial Year 2023.
Brief Explanation:
Based on the Company's Articles of Association, the Board of Directors submits a proposal for the
use of the Company’s Net Profit.
3. Determination of the Remuneration (Salary/Honorarium, Facilities, and Allowances) for
the Board of Commissioners and the Board of Directors of the Company for the Year
2024.
Brief Explanation:
Based on the Company's Articles of Association, it is stated that the Salary/Honorarium,
Allowances, and Facilities for the Board of Commissioners and the Board of Directors, as well as
bonuses, must be decided by the GMS and the GMS can delegate the authority to determine them
to the majority Series B Shareholders.
4. Appointment of the Public Accounting Firm (KAP) to audit the Company's Consolidated
Financial Statements and the Micro and Small Business Funding Program (PUMK) Report
for the Financial Year 2024.
Brief Explanation:
Based on Article 59 paragraph (1) of the Financial Services Authority Regulation Number
15/POJK.04/2020 concerning the Plan and Organizing of the General Meeting of Shareholders of a Public
Company, it is stated that the Appointment and Dismissal of Public Accountants and/or Public
Accounting Firms that will provide audit services for information Annual historical financial statements
must be decided in the GMS of a Public Company by considering the proposal of the Board of
Commissioners.
5. Report on the Implementation of the Mandatory Convertible Bonds (OWK) Conversion
into Shares for the Purpose of Increasing the Company's Capital, and Approval to Grant
Authority to the Company's Board of Commissioners to Determine the Amount of Issued
and Paid-up Capital Increase.
Brief Explanation:
Based on Article 41 paragraphs (1) and (2) of the Limited Liability Company Law, it is regulated as
follows:
(1) The increase in the Company’s capital is carried out based on the approval of the GMS.
(2) The GMS may delegate authority to the Board of Commissioners to approve the implementation of
the GMS decisions as referred to in paragraph (1) for a maximum period of 1 (one) year.
6. Changes in the Company’s Management.
Brief Explanation:
Changes in the composition of the Company's Management based on the results of the Annual
General Meeting of Shareholders (AGMS) for the 2018 Fiscal Year on May 7, 2019, regarding the
term of office of the Human Resources Director of PT Kimia Farma Tbk, which ends at the AGMS
for the 2023 Fiscal Year for the first period and can subsequently be reappointed by the GMS.
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Notes:
1. This call serves as the official invitation to the MEETING for the Company's Shareholders,
so the Company's Board of Directors will not send a separate invitation to the Company's
Shareholders.
2. Shareholders entitled to attend the MEETING and participate electronically are those
whose names are recorded in the Company's Shareholders Register (DPS) and/or
shareholders of the Company in securities sub-accounts at PT Kustodian Sentral Efek
Indonesia ("KSEI") at the close of trading on the Indonesia Stock Exchange on Tuesday,
May 28, 2024.
3. The Company has provided MEETING Agenda’s materials for each MEETING Agenda since
the date of this summons, which can be downloaded through the Company's website
www.kimiafarma.co.id
4. Shareholders who wish to grant power of attorney electronically to participate in the
MEETING via the eASY.KSEI application should note the following:
a. Registration Process
(i) Local individual shareholders who have not declared their attendance or granted
power of attorney in the eASY.KSEI application by the deadline in item 2 and wish
to attend the MEETING electronically must register their attendance in the
eASY.KSEI application on the day of the MEETING until the electronic MEETING
registration period is closed by the Company.
(ii) Local individual shareholders who have declared their attendance but have not
cast a vote for at least 1 (one) agenda item of the MEETING in the eASY.KSEI
application by the deadline in item 2 and wish to attend the MEETING
electronically must register their attendance in the eASY.KSEI application on the
day of the MEETING until the electronic MEETING registration period is closed
by the Company.
(iii) Shareholders who have granted power of attorney to the power of attorney
provided by the Company (Independent Representative) or Individual
Representative but have not cast a vote for at least 1 (one) agenda item of the
MEETING in the eASY.KSEI application by the deadline in item 2, the power of
attorney representing the shareholders must register their attendance in the
eASY.KSEI application on the day of the MEETING until the electronic MEETING
registration period is closed by the Company.
(iv) Shareholders who have granted power of attorney to a participant/intermediary
(Custodian Bank or Securities Company) and have cast a vote in the eASY.KSEI
application by the deadline in item 2, the registered power of attorney
representative in the eASY.KSEI application must register their attendance in the
eASY.KSEI application on the day of the MEETING until the electronic MEETING
registration period is closed by the Company.
(v) Shareholders who have declared their attendance or granted power of attorney
to the power of attorney provided by the Company (Independent
Representative) or Individual Representative and have cast a vote for at least 1
(one) or all of the MEETING agenda items in the eASY.KSEI application by the
deadline in item 2, shareholders or their power of attorney do not need to
register their attendance electronically in the eASY.KSEI application on the day
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of the MEETING. Share ownership will automatically be counted as the
attendance quorum and the cast votes will automatically be counted in the
MEETING voting.
(vi) Delays or failures in the electronic registration process as referred to in points (i)
to (iv) for any reason will result in shareholders or their proxies not being able to
attend the MEETING electronically, and their share ownership will not be
counted as the attendance quorum in the MEETING.
b. Process for Submitting Questions and/or Opinions Electronically
(i) Shareholders or their proxies have 3 (three) opportunities to submit questions
and/or opinions at each discussion session per MEETING Agenda. Questions
and/or opinions per MEETING Agenda can be submitted in writing by the
Shareholders or their proxies by using the chat feature in the 'Electronic Opinions'
column available on the E-MEETING Hall screen in the eASY.KSEI application.
Giving questions and/or opinions can be done as long as the status of the
MEETING in the 'General MEETING Flow Text' column is "Discussion started for
Agenda item No. [ ]".
(ii) Determination of the mechanism for conducting discussions per MEETING
Agenda in writing through the E-Meeting Hall screen in the eASY.KSEI application
is the authority of each Company and this will be stated by the Company in the
Rules of Conduct for the MEETING through the eASY.KSEI application.
(iii) For the proxies who are present electronically and will submit questions and/or
opinions of their shareholders during the discussion session per the Agenda of
the MEETING, they are required to write down the names of the Shareholders
and the amount of their share ownership followed by related questions or
opinions.
c. Voting Process
(i) The electronic voting process takes place in the eASY.KSEI application on the E–
MEETING Hall menu, Live Broadcasting sub-menu.
(ii) Shareholders who are present alone or are represented by their proxies but have
not yet cast their votes at the MEETING Agenda as referred to in point 4 letter a
number i–iv, the Shareholders or their proxies have the opportunity to submit
their vote during the voting period through The E–MEETING Hall screen in the
eASY.KSEI application was opened by the Company. When the electronic voting
period per MEETING Agenda begins, the system automatically runs the voting
time by counting down a maximum of 5 (five) minutes. During the electronic
voting process, the status "Voting for Agenda item No [ ] has started" will be seen
in the 'General MEETING Flow Text' column. If the Shareholders or their proxies
do not vote for a particular MEETING Agenda until the status of the
implementation of the MEETING shown in the 'General MEETING Flow Text'
column changes to “Voting for Agenda item No [ ] has ended”, it will be
considered as voting Abstain for the relevant Agenda of the MEETING.
(iii) Voting time during the electronic voting process is the standard time set in the
eASY.KSEI application. Each Company may determine the policy of direct voting
time electronically per Agenda in the MEETING (with a maximum time of 5 (five)
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minutes per MEETING Agenda) and this will be stated in the Rules of Conduct for
the Implementation of the MEETING through the eASY.KSEI application.
d. Watch the ongoing MEETING through the GMS Zoom Webinar on eASY.KSEI
(i) Shareholders or their proxies who have been registered in the eASY.KSEI
application no later than the deadline in point 2 can watch the ongoing MEETING
via Zoom Webinar by accessing the eASY.KSEI menu, the GMS Impressions
submenu located at the AKSes facility (https://access.ksei.co.id/
<https://access.ksei.co.id/> ).
(ii) The GMS Zoom Webinar has a capacity of up to 500 participants, where the
attendance of each participant will be determined on a first come first serve
basis. Shareholders or their proxies who do not get the opportunity to watch the
implementation of the MEETING through the GMS Zoom Webinar are still
considered valid to be present electronically and share ownership and voting
choices are taken into account at the MEETING, as long as they have been
registered in the eASY.KSEI application as stipulated in point 4 letter a number i
–vi.
(iii) Shareholders or their proxies who only watch the ongoing MEETING through the
GMS Zoom Webinar but are not registered to attend electronically on the
eASY.KSEI application according to the provisions in point 4 letter a number i–vi,
then the presence of the Shareholders or their proxies is considered invalid and
will not be included in the calculation of the MEETING attendance quorum.
(iv) Shareholders or their proxies who watch the MEETING through the GMS Zoom
Webinar have a raise hand feature that can be used to ask questions and/or
opinions during the discussion session per MEETING Agenda. If the Company
allows by activating the allow to talk feature, the Shareholders or their proxies
can submit questions and/or opinions by speaking directly. The determination of
the mechanism for the implementation of discussions per MEETING Agenda
using the allow to talk feature contained in the GMS Zoom Webinar is the
authority of each Company and this will be stated by the Company in the Rules
of Conduct for the Implementation of the MEETING through the eASY.KSEI
application.
(v) To get the best experience in using the eASY.KSEI application and/or GMS
Impressions, Shareholders or their proxies are advised to use the Mozilla Firefox
browser.
5. The Notary, assisted by the Securities Administration Bureau, will conduct the verification
and tallying of votes for each Agenda Item of the MEETING in every decision-making
process regarding those Agenda Items, including those based on votes submitted by
Shareholders through eASY.KSEI as referred to in point 4 letter c numbers i–iii above, as
well as those submitted during the MEETING.
6. The Company recommends to Shareholders eligible to attend the MEETING whose shares
are held in collective custody by KSEI to register their attendance electronically through
the KSEI System (eASY.KSEI) at the link https://akses.ksei.co.id/ provided by KSEI.
Electronic registration will be open from the date of this MEETING summons and will close
no later than before the MEETING, specifically at 12:30 PM WIB.
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7. Further guidance on registration, usage, and explanation regarding eASY.KSEI can be
found on the Company's website www.kimiafarma.co.id and/or the website
https://akses.ksei.co.id/
8. In the event that a Shareholder will attend the MEETING outside the eASY.KSEI
mechanism, the Shareholder can download a power of attorney available on the
Company's website www.kimiafarma.co.id.
9. Shareholders who have granted proxies in point 4 above can submit questions regarding
the agenda via email to the Company at corsec@kimiafarma.co.id with a copy to
DM@datindo.com, and these questions will be presented at the MEETING by the Proxy
Holder and recorded in the MEETING Minutes prepared by the Notary, and answers to
these questions will be provided via email to the Shareholders no later than 3 (three)
working days after the MEETING.
10. To facilitate the organization and orderliness of the MEETING, Shareholders or their valid
proxies are kindly requested to register their attendance no later than 30 (thirty) minutes
before the MEETING starts, and registration will close at 12:30 PM WIB.
Jakarta, June 03, 2024
PT Kimia 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
unresolved
org
Minister of State-Owned Enterprises
p.1
unresolved
org
Financial Services Authority
p.2
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.3
unresolved
org
Indonesia Stock Exchange
p.3
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