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20260515_SCPI_Laporan Informasi dan Fakta Material_32091436_lamp1.pdf
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DISCLOSURE OF INFORMATION TO SHAREHOLDERS
(“DISCLOSURE OF INFORMATION”)
IN ACCORDANCE WITH FINANCIAL SERVICES AUTHORITY (“OJK”) REGULATION NO. 45 OF
2024 ON THE DEVELOPMENT AND STRENGTHENING OF ISSUERS AND PUBLICLY TRADED
COMPANIES (“POJK 45/2024”)
THIS DISCLOSURE OF INFORMATION IS PREPARED IN CONNECTION WITH THE COMPANY’S
PLAN TO CHANGE ITS STATUS FROM A PUBLIC COMPANY TO A PRIVATE COMPANY (“GO
PRIVATE PLAN”) AND THE DELISTING OF THE COMPANY’S SHARES FROM THE INDONESIA
STOCK EXCHANGE (“DELISTING”). THIS DISCLOSURE OF INFORMATION IS OF CRITICAL
IMPORTANCE AND SHOULD BE CAREFULLY CONSIDERED BY THE COMPANY’S
SHAREHOLDERS.
PT ORGANON PHARMA INDONESIA TBK
(“the Company”)
Principal Business Activity:
Pharmaceutical Industry
Office:
Sinarmas MSIG Tower, 37th Floor, Units 102 &
106,
Jl. Jenderal Sudirman Lot 21,
Karet, Setiabudi, South Jakarta 12920
Phone: (021) 31107009
Website: https://www.organon.com/indonesia/
Email:
arie.noviandari.arie.noviandari@organon.com
THIS DOCUMENT CONSTITUTES INFORMATION TO SHAREHOLDERS REGARDING THE
COMPANY’S PLAN TO:
(i) CHANGE THE COMPANY’S STATUS FROM A PUBLIC COMPANY TO A PRIVATE
COMPANY (INCLUDING DELISTING THE COMPANY’S SHARES FROM THE INDONESIAN
STOCK EXCHANGE); AND
(ii) AMENDING THE COMPANY’S ARTICLES OF ASSOCIATION IN CONNECTION WITH THE
CHANGE IN THE COMPANY’S STATUS AS REFERRED TO IN POINT (i) ABOVE.
IF YOU HAVE ANY QUESTIONS REGARDING ANY ASPECT OF THIS DISCLOSURE OF
INFORMATION OR REGARDING THE ACTIONS YOU SHOULD TAKE AS A SHAREHOLDER,
YOU MAY CONSULT WITH YOUR LICENSED SECURITIES BROKER REPRESENTATIVE OR
REGISTERED SECURITIES COMPANY REPRESENTATIVE, INVESTMENT MANAGER, LEGAL
COUNSEL, ACCOUNTANT, OR OTHER PROFESSIONAL ADVISOR.
THE BOARD OF COMMISSIONERS AND THE BOARD OF DIRECTORS OF THE COMPANY,
EITHER INDIVIDUALLY OR JOINTLY, ARE RESPONSIBLE FOR THE COMPLETENESS AND
ACCURACY OF ALL INFORMATION OR MATERIAL FACTS CONTAINED IN THIS DISCLOSURE
OF INFORMATION AND AFFIRM THAT THE INFORMATION SET FORTH HEREIN IS TRUE AND
THAT THERE IS NO INFORMATION OR MATERIAL FACTS THAT HAVE NOT BEEN DISCLOSED
WHICH COULD MAKE THIS INFORMATION MISLEADING.
This Disclosure of Information was published in Jakarta on 15 May 2026
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I. INTRODUCTION
The Company’s Board of Directors hereby notifies the Company’s shareholders of the plan to change
the Company’s status from a publicly traded company to a private company (“Go Private”) and to delist
the Company’s shares from the Indonesia Stock Exchange (“Delisting”). As a publicly listed company, in
implementing the Go Private Plan and Delisting, the Company is required to comply with the provisions
set forth in POJK 45/2024.
Pursuant to POJK 45/2024, the Go Private and Delisting plan must first obtain approval from the
independent shareholders who have no personal economic interest in connection with the Go Private
and Delisting plan and (a) are not members of the Board of Directors, members of the Board of
Commissioners, major shareholders, or controllers of the Company; or (b) are not affiliates of members
of the Board of Directors, members of the Board of Commissioners, major shareholders, or controllers
of the Company (“Independent Shareholders”). The approval of such Independent Shareholders is
obtained through an Extraordinary General Meeting of Shareholders (“EGMS”). More detailed
information regarding the conduct of the EGM, including information on quorum and decision-making
procedures, is set forth in Chapter V of this Disclosure of Information.
This Disclosure of Information is provided to inform shareholders regarding:
▪ The Go Private and Delisting plan;
▪ A review of the requirements that must be met to implement the Go Private and Delisting plan; and
▪ Information regarding the EGMS in connection with the Go Private and Delisting plan.
II. INFORMATION REGARDING THE GO PRIVATE AND DELISTING PLAN
The Company’s plan to Go Private and Delisting was carried out based on the following considerations
and reasons:
1. The Company’s shares are no longer actively traded;
2. Based on data from the Company’s General Meetings of Shareholders over the past three (3) years,
the level of attendance and participation by public shareholders in such meetings has been very low;
3. Through the Company’s Go Private and Delisting process, public shareholders will have the
opportunity to sell their shares at a premium compared to the historical trading price of the Company’s
shares;
4. To date, the Company has been able to finance its operational activities independently and,
therefore, does not see the necessity to raise funds from the public; and
5. The Company’s Go Private and Delisting plan is aligned with the global policy of the Merck Group,
which has been undertaking global restructuring initiatives following its merger with Schering-Plough
in 2009. In addition, a spin-off transaction was carried out at the shareholder level of the Company
in 2021.
Taking into account on the above and based on a comprehensive evaluation by the Company’s
management of its long-term business strategy for more efficient asset management and operational
activities, the Company has decided to submit a plan on Go Private and Delisting.
Through the Go Private and Delisting plan, shareholders will have the opportunity to sell their shares in
the Company at a fair price, in accordance with applicable laws and regulations.
ALL SHAREHOLDERS ARE ADVISED TO CONSULT WITH THEIR OWN TAX ADVISORS TO
DETERMINE THE TAX CONSEQUENCES THAT MAY ARISE IN CONNECTION WITH THE SALE
OF THEIR SHARES IN THE COMPANY.
III. INFORMATION ABOUT THE COMPANY
A. Brief History of the Company
The Company is a limited liability company established in accordance with and pursuant to the
laws and regulations in force in the Republic of Indonesia. The Company was originally established
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under the name PT Schering-Plough Indonesia pursuant to Notarial Deed No. 17 dated March 7,
1972, executed before Djojo Muljadi, S.H. The deed was approved by the Minister of Justice of the
Republic of Indonesia pursuant to Decree No. Y.A.5/72/5 dated October 26, 197, and was
published in the State Gazette of the Republic of Indonesia No. 2 dated January 5, 1973,
Supplement No. 13.
The Company has changed its name to PT Organon Pharma Indonesia Tbk based on Notarial
Deed No. 18 dated January 6, 2021, executed before Jimmy Tanal, S.H., M.Kn., which was
approved by the Ministry of Law and Human Rights of the Republic of Indonesia through Decree
No. AHU-0002726.AH.01.02 of 2021 dated January 15, 2021.
The Company’s Articles of Association have been amended several times, most recently by Deed
No. 340 dated 18 January 2023, executed before Jimmy Tanal, S.H., M.Kn, a Notary Public in
South Jakarta, which was approved by the Minister of Law and Human Rights by Decree No. AHU-
0005342.AH.01.02.TAHUN 2023 dated 26 January 2023 and registered in the Register of
Companies under No. AHU-0016600.AH.01.11.TAHUN 2023 dated 26 January 2023, regarding
amendments to Article 3 regarding the purpose and objectives of the Company (“Articles of
Association”).
The Company is currently domiciled in Jakarta, with its head office located at Sinarmas MSIG
Tower, 37th Floor, Units 102 & 106, Jalan Jenderal Sudirman Kaveling 21, Karet, Setiabudi,
Jakarta 12920.
B. Business Activities of the Company
In accordance with Article 3 of the Company’s Articles of Association, the purpose and objectives
of the Company are to conduct business activities in the following fields:
(i) Pharmaceutical Manufacturing for human use (KBLI No. 21012); and
(ii) Wholesale Trading of Laboratory Equipment, Pharmaceutical Equipment and Medical Devices
for Human Use (KBLI No. 46691).
As of the date of this Disclosure of Information, the Company’s primary business activities
are in the pharmaceutical industry.
C. Subsidiaries of the Company
To date, the Company has no subsidiaries.
D. The Company’s Capital Structure and Share Ownership
The Company’s capital structure as of the date of this Disclosure of Information is as set forth in
Deed No. 129 dated 25 February 2021, made before Jimmy Tanal, S.H., M.Kn, a Notary Public
in South Jakarta, which has been approved by the Minister of Law and Human Rights pursuant to
Decree No. AHU-0012499.AH.01.02.TAHUN 2021 dated 26 February 2021, notified to the Minister
of Law and Human Rights pursuant to Notification Receipt No. AHU-AH.01.03-0129081 dated 26
February 2021 and Notification Receipt No. AHU-AH.01.03-0129089 dated 26 February 2021, and
registered in the Company Register under No. AHU-0037633.AH.01.11.TAHUN 2021 dated 26
February 2021, namely as follows:
Authorized Capital:
: Rp5,000,000,000 (five billion Rupiah), divided into 5,000,000 (five
million) shares, with a par value of Rp1,000 (one thousand Rupiah) per
share.
:
Issued and Paid-in Rp3,600,000,000 (three billion six hundred million Rupiah) in shares,
Capital consisting of 3,600,000 (three million six hundred thousand) shares, or
72.00% (seventy-two percent) of the par value of each share issued by
the Company.
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Based on the Shareholder Register as of March 31, 2026, managed by PT Ficomindo Buana
Registrar as the Company’s Securities Administration Bureau, the composition of the Company’s
shareholders is as follows:
Par Value of Rp1,000.00 per share
Shareholder Name
Number of Shares Par Value (Rp) %
Authorized Capital 5,000,000 5,000,000,000
Paid-in Capital
- Organon LLC 3,556,336 3,556,336,000 98.787
- Public 43,664 43,664,000 1,213
Total Issued and Fully Paid-in 3,600,000 3,600,000,000 100
Capital
Total Shares in Portfolio 1,400,000 1,400,000,000 -
The Company’s shareholding structure as of March 31, 2026, is as follows:
The Company’s controlling party as referred to in POJK 45/2024 is Organon LLC (“Organon
LLC”). The Company has complied with Presidential Regulation No. 13 of 2018 on the Application
of the Principle of Identifying Beneficial Owners of Corporations in the Context of Preventing and
Eradicating Money Laundering and Terrorism Financing Crimes, as submitted to the Directorate
General of General Legal Administration of the Ministry of Law and Human Rights via an online
system based on the Data Submission Information document dated March 10, 2026. Based on this
report, the controlling entity of the Company is Organon LLC.
E. Composition of the Company’s Board of Commissioners and Board of Directors
The composition of the members of the Company’s Board of Commissioners and Board of
Directors as of the date of this Disclosure of Information is as set forth in Deed No. 166 dated 21
October 2025, made before Jimmy Tanal, S.H., M.Kn, a Notary in South Jakarta, which has been
notified to the Minister of Law pursuant to the Notification Receipt No. AHU-AH.01.09-0360669
dated 9 December 2025 and registered in the Company Register at the Ministry of Law and Human
Rights under No. AHU-0277605.AH.01.11.TAHUN 2025 dated 9 December 2025, namely as
follows:
Board of Commissioners
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President Commissioners : Andreas Daugaard Jorgensen
Independent Commissioner : Edward Tanujaya
Commissioner : Erwin Agung
Board of Directors
President Director : Daniel
Director : Yohanes Indrayana
Director : Andri Soelastyo
Director : Yeap Xin Yi
F. Summary of Key Financial Data
The following is a summary of key financial data based on the Company’s Consolidated Financial
Statements as of December 31, 2025, which have been audited by the public accounting firm
Rintis, Jumadi, Rianto & Partners based on report No. 00417/2.1457/AU.1/10/1738-3/1/III/2026
dated March 26, 2026, which was stated to be fair in all material respects and signed by Public
Accountant Steven Tanggara.
Financial Position Report
(in millions of Rupiah)
Year ended December 31
Statement of Financial Position
2025 2024 2023
Current Assets 2,002,061 1,331,103 1,146,623
Non-Current Assets 274,175 304,869 274,724
Total Assets 2,276,236 1,635,971 1,421,347
Current Liabilities 914,203 568,973 543,198
Long-Term Liabilities 31,055 33,994 37,702
Total Liabilities 945,258 602,967 580,899
Equity 1,330,978 1,033,004 840,448
Total Liabilities and Equity 2,276,236 1,635,971 1,421,347
Income Statement
(in millions of Rupiah)
Year ended December 31
Income Statement
2025 2024 2023
Revenue 4,122,385 2,895,902 2,747,530
Cost of Revenue (3,682,728) (2,595,140) (2,449,763)
Gross Profit 439,657 300,763 297,766
Net Income for the Current 290,706 186,616 187,702
Total Comprehensive Income for
the Current 297,974 192,557 186,310
Basic Earnings Per Share
Attributable to Owners of the Parent
(Whole) 80.75 51.84 52.14
Key Financial Ratios
Year ended December 31
Remarks
2025 2024 2023
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Current Ratio 2.19x 2.34x 2.11x
Debt to Equity Ratio 0.71x 0.58x 0.69x
Debt to Assets Ratio 0.42x 0.37x 0.41x
Net Profit Margin 7.05% 6.44% 6.83%
Return on Equity 21.84% 18.07% 22.33%
Return on Assets 12.77% 11.41% 13.21%
IV. VOLUNTARY TENDER OFFER
IV. VOLUNTARY TENDER OFFER
In the event that the Go-Private and Delisting plan are approved at the EGMS, Organon LLC, as the
Company’s major shareholder and controlling party, will make an offer to purchase the Company’s shares
held by the Company’s public shareholders through a Voluntary Tender Offer as regulated in OJK
Regulation No. 54/POJK.04/2015 of 2015 regarding Voluntary Tender Offers (“VTO”).
The offer price is the price that Organon LLC will offer to the Company’s shareholders in connection with
the VTO by Organon LLC in connection with the Go Private and Delisting Plan VTO. Meanwhile, as of
February 1, 2013, the IDX has issued an Announcement of Temporary Suspension of Trading in the
Company’s Securities through IDX Announcement No. Peng-SPT-00001/BEI.PPR/01-2013
(Suspension Date). The VTO offer price will be calculated using the formula set forth in Article 36(b) in
conjunction with Article 39(a) of POJK 45/2024, whereby for the Company’s shares listed on the IDX
that, for 90 (ninety) days prior to the date of the EGM announcement were not traded or had their trading
temporarily suspended by the IDX, the share purchase price must be higher than the average of the
highest daily trading prices on the IDX over the preceding 12 (twelve) months, calculated backward from
the last trading day or the day trading was temporarily suspended, namely Rp32,063 per share. Based
on this, the price to be offered by Organon LLC to the shareholders is Rp100,000 per share (“Offer
Price”).
In the event that the Go Private and Delisting Plan is approved at the EGMS, public shareholders who
are unwilling to sell their shares in the VTO will remain shareholders of the private company.
For your information, the following presents the calculation of the Offer Price based on applicable
regulations:
Highest Highest Highest Highest
No. Date No. Date No. Date No. Date
Price Price Price Price
1 31 Jan 13 - 11 23 Oct 12 - 201 15 Jul 12 - 301 6 Apr 12 -
2 30 Jan 13 - 12 22 Oct 12 - 202 14 Jul 12 - 302 5 Apr 12 -
3 29 Jan 13 - 13 21 Oct 12 - 203 13 Jul 12 - 303 4 Apr 12 -
4 28 Jan 13 - 14 20 Oct 12 - 204 12 Jul 12 - 304 3 Apr 12 -
5 27 Jan 13 - 15 19 Oct 12 - 205 11 Jul 12 - 305 2 Apr 12 -
6 26 Jan 13 - 16 18 Oct 12 - 206 10 Jul 12 - 306 1 Apr 12 -
7 25 Jan 13 - 17 17 Oct 12 - 207 9 Jul 12 - 307 31 Mar 12 -
8 24 Jan 13 - 18 16 Oct 12 - 208 8 Jul 12 - 308 30 Mar 12 -
9 23 Jan 13 - 19 15 Oct 12 36,000 209 7 Jul 12 - 309 29 Mar 12 -
10 22 Jan 13 - 20 14 Oct 12 - 210 6 Jul 12 - 310 28 Mar 12 -
11 21 Jan 13 - 21 13 Oct 12 - 211 5 Jul 12 - 311 27 Mar 12 -
12 20 Jan 13 - 22 12 Oct 12 - 212 4 Jul 12 - 312 26 Mar 12 -
13 19 Jan 13 - 23 11 Oct 12 - 213 3 Jul 12 - 313 25 Mar 12 -
14 18 Jan 13 - 24 10 Oct 12 - 214 2 Jul 12 - 314 24 Mar 12 -
15 17 Jan 13 - 25 9 Oct 12 - 215 1 Jul 12 - 315 23 Mar 12 -
16 16 Jan 13 - 26 8 Oct 12 - 216 30 Jun 12 - 316 22 Mar 12 -
17 15 Jan 13 - 27 7 Oct 12 - 217 29 Jun 12 - 317 21 Mar 12 -
18 14 Jan 13 - 28 6 Oct 12 - 218 28 Jun 12 - 318 20 Mar 12 -
19 13 Jan 13 - 29 5 Oct 12 - 219 27 Jun 12 - 319 19 Mar 12 -
20 12 Jan 13 - 30 4 Oct 12 - 220 26 Jun 12 - 320 18 Mar 12 -
21 11 Jan 13 - 31 3 Oct 12 - 221 25 Jun 12 - 321 17 Mar 12 -
22 10 Jan 13 - 32 2 Oct 12 - 222 24 Jun 12 - 322 16 Mar 12 -
23 9 Jan 13 - 33 1 Oct 12 - 223 23 Jun 12 - 323 15 Mar 12 -
24 8 Jan 13 - 34 30 Sep 12 - 224 22 Jun 12 - 324 14 Mar 12 -
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Highest Highest Highest Highest
No. Date No. Date No. Date No. Date
Price Price Price Price
25 7 Jan 13 29,000 35 29 Sep 12 - 225 21 Jun 12 - 325 13 Mar 12 -
26 6 Jan 13 - 36 28 Sep 12 - 226 20 Jun 12 - 326 12 Mar 12 -
27 5 Jan 13 - 37 27 Sep 12 - 227 19 Jun 12 - 327 11 Mar 12 -
28 4 Jan 13 - 38 26 Sep 12 - 228 18 Jun 12 - 328 10 Mar 12 -
29 3 Jan 13 - 39 25 Sep 12 - 229 17 Jun 12 - 329 9 Mar 12 -
30 2 Jan 13 - 40 24 Sep 12 - 230 16 Jun 12 - 330 8 Mar 12 -
31 1 Jan 13 - 41 23 Sep 12 - 231 15 Jun 12 - 331 7 Mar 12 -
32 31 Dec 12 - 42 22 Sep 12 - 232 14 Jun 12 - 332 6 Mar 12 -
33 30 Dec 12 - 43 21 Sep 12 - 233 13 Jun 12 - 333 5 Mar 12 -
34 29 Dec 12 - 44 20 Sep 12 - 234 12 Jun 12 - 334 4 Mar 12 -
35 28 Dec 12 - 45 19 Sep 12 - 235 11 Jun 12 - 335 3 Mar 12 -
36 27 Dec 12 - 46 18 Sep 12 - 236 10 Jun 12 - 336 2 Mar 12 -
37 26 Dec 12 - 47 17 Sep 12 - 237 9 Jun 12 - 337 1 Mar 12 -
38 25 Dec 12 - 48 16 Sep 12 - 238 8 Jun 12 - 338 29 Feb 12 -
39 24 Dec 12 - 49 15 Sep 12 - 239 7 Jun 12 - 339 28 Feb 12 -
40 23 Dec 12 - 50 14 Sep 12 - 240 6 Jun 12 - 340 27 Feb 12 -
41 22 Dec 12 - 51 13 Sep 12 - 241 5 Jun 12 - 341 26 Feb 12 -
42 21 Dec 12 - 52 12 Sep 12 - 242 4 Jun 12 - 342 25 Feb 12 -
43 20 Dec 12 - 53 11 Sep 12 - 243 3 Jun 12 - 343 24 Feb 12 -
44 19 Dec 12 - 54 10 Sep 12 - 244 2 Jun 12 - 344 23 Feb 12 -
45 18 Dec 12 - 55 9 Sep 12 - 245 1 Jun 12 - 345 22 Feb 12 -
46 17 Dec 12 - 56 8 Sep 12 - 246 31 May 12 - 346 21 Feb 12 -
47 16 Dec 12 - 57 7 Sep 12 - 247 30 May 12 - 347 20 Feb 12 -
48 15 Dec 12 - 58 6 Sep 12 - 248 29 May 12 - 348 19 Feb 12 -
49 14 Dec 12 - 59 5 Sep 12 - 249 28 May 12 - 349 18 Feb 12 -
50 13 Dec 12 - 60 4 Sep 12 - 250 27 May 12 - 350 17 Feb 12 -
51 12 Dec 12 - 61 3 Sep 12 - 251 26 May 12 - 351 16 Feb 12 -
52 11 Dec 12 - 62 2 Sep 12 - 252 25 May 12 - 352 15 Feb 12 -
53 10 Dec 12 - 63 1 Sep 12 - 253 24 May 12 - 353 14 Feb 12 -
54 9 Dec 12 - 64 31 Aug 12 - 254 23 May 12 - 354 13 Feb 12 -
55 8 Dec 12 - 65 30 Aug 12 - 255 22 May 12 - 355 12 Feb 12 -
56 7 Dec 12 - 66 29 Aug 12 - 256 21 May 12 - 356 11 Feb 12 -
57 6 Dec 12 - 67 28 Aug 12 - 257 20 May 12 - 357 10 Feb 12 -
58 5 Dec 12 - 68 27 Aug 12 - 258 19 May 12 - 358 9 Feb 12 -
59 4 Dec 12 - 69 26 Aug 12 - 259 18 May 12 - 359 8 Feb 12 -
60 3 Dec 12 - 70 25 Aug 12 - 260 17 May 12 - 360 7 Feb 12 -
61 2 Dec 12 - 71 24 Aug 12 - 261 16 May 12 - 361 6 Feb 12 -
62 1 Dec 12 - 72 23 Aug 12 - 262 15 May 12 - 362 5 Feb 12 -
63 30 Nov 12 - 73 22 Aug 12 - 263 14 May 12 - 363 4 Feb 12 -
64 29 Nov 12 - 74 21 Aug 12 - 264 13 May 12 - 364 3 Feb 12 -
65 28 Nov 12 - 75 20 Aug 12 - 265 12 May 12 - 365 2 Feb 12 -
66 27 Nov 12 31,250 76 19 Aug 12 - 266 11 May 12 - 366 1 Feb 12 -
67 26 Nov 12 - 77 18 Aug 12 - 267 10 May 12 -
68 25 Nov 12 - 78 17 Aug 12 - 268 9 May 12 -
69 24 Nov 12 - 79 16 Aug 12 - 269 8 May 12 -
70 23 Nov 12 - 80 15 Aug 12 - 270 7 May 12 -
71 22 Nov 12 - 81 14 Aug 12 - 271 6 May 12 -
72 21 Nov 12 - 82 13 Aug 12 - 272 5 May 12 -
73 20 Nov 12 - 83 12 Aug 12 - 273 4 May 12 -
74 19 Nov 12 - 84 11 Aug 12 - 274 3 May 12 -
75 18 Nov 12 - 85 10 Aug 12 - 275 2 May 12 -
76 17 Nov 12 - 86 9 Aug 12 - 276 1 May 12 -
77 16 Nov 12 - 87 8 Aug 12 - 277 30 Apr 12 -
78 15 Nov 12 - 88 7 Aug 12 - 278 29 Apr 12 -
79 14 Nov 12 - 89 6 Aug 12 - 279 28 Apr 12 -
80 13 Nov 12 - 90 5 Aug 12 - 280 27 Apr 12 -
81 12 Nov 12 - 91 4 Aug 12 - 281 26 Apr 12 -
82 11 Nov 12 - 92 3 Aug 12 - 282 25 Apr 12 -
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Highest Highest Highest Highest
No. Date No. Date No. Date No. Date
Price Price Price Price
83 10 Nov 12 - 93 2 Aug 12 - 283 24 Apr 12 -
84 9 Nov 12 32,000 94 1 Aug 12 - 284 23 Apr 12 -
85 8 Nov 12 - 95 31 Jul 12 - 285 22 Apr 12 -
86 7 Nov 12 - 96 30 Jul 12 - 286 21 Apr 12 -
87 6 Nov 12 - 97 29 Jul 12 - 287 20 Apr 12 -
88 5 Nov 12 - 98 28 Jul 12 - 288 19 Apr 12 -
89 4 Nov 12 - 99 27 Jul 12 - 289 18 Apr 12 -
90 3 Nov 12 - 100 26 Jul 12 - 290 17 Apr 12 -
91 2 Nov 12 - 101 25 Jul 12 - 291 16 Apr 12 -
92 1 Nov 12 - 102 24 Jul 12 - 292 15 Apr 12 -
93 31 Oct 12 - 103 23 Jul 12 - 293 14 Apr 12 -
94 30 Oct 12 - 104 22 Jul 12 - 294 13 Apr 12 -
95 29 Oct 12 - 105 21 Jul 12 - 295 12 Apr 12 -
96 28 Oct 12 - 106 20 Jul 12 - 296 11 Apr 12 -
97 27 Oct 12 - 107 19 Jul 12 - 297 10 Apr 12 -
98 26 Oct 12 - 108 18 Jul 12 - 298 9 Apr 12 -
99 25 Oct 12 - 109 17 Jul 12 - 299 8 Apr 12 -
100 24 Oct 12 - 110 16 Jul 12 - 300 7 Apr 12 -
Total Highest Price Rp128,250
Number of trading days 4
Highest Average Price Rp32,063
Ask Price Rp100,000
V. EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
A. EGMS Schedule
The EGMS regarding the Go-Private and Delisting plan will be held on Tuesday, June 23, 2026, at
2.00 PM Jakarta Time at Sinarmas MSIG Tower, 37th Floor. The EGMS will also be held
electronically via the eASY.KSEI platform in accordance with OJK Regulation No. 15/POJK.04/2020
dated April 21, 2020, regarding the Planning and Conduct of General Meetings of Shareholders of
Publicly-Traded Companies (“POJK 15/ 2020”) and OJK Regulation No. 14/POJK.04/2025, dated
July 1, 2025, regarding the Conduct of General Meetings of Shareholders, General Meetings of
Bondholders, and General Meetings of Sukuk Holders Electronically.
The announcement regarding the EGMS, along with this Disclosure of Information, was published on
May 15, 2026, on the IDX website, the Company’s website, and the eASY.KSEI platform.
Shareholders entitled to attend the EGMS regarding the agenda for approval of the Go Private Plan
and Delisting are Independent Shareholders whose names are recorded in the Company’s
Shareholder Register as of the Record Date (as described below).
In this regard, the Company strongly urges all Independent Shareholders to:
(i) attend the EGMS either in person or electronically;
(ii) grant a proxy electronically via the eASY.KSEI facility; or
(iii) physically grant a proxy to a party designated by the Company’s Securities Administration
Bureau (“BAE”).
All Independent Shareholders of the Company who will attend the EGMS or grant a proxy in the
manner described above are required to sign the Independent Shareholder Statement available on
the Company’s website (https://www.organon.com/indonesia/) as of the date of the EGMS Invitation
or on June 1, 2026. The signed Statement must be submitted to the Company and BAE before the
registration for the EGMS closes.
Further information regarding the conduct of the EGMS, including but not limited to the procedures
for attending or granting proxy at the EGM, the submission of proxy forms and/or statements from
Independent Shareholders, and the casting of votes, will be provided in greater detail in the EGMS
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Invitation dated June 1, 2026, which will be announced on the IDX website, the Company’s website,
and the eASY.KSEI platform.
B. Agenda Items of the EGMS
The Agenda Items for the EGM regarding the Go Private Plan and Delisting are as follows:
First Agenda Item : Approval of the Plan to Change the Company’s Status to a Private
Company, which includes:
a. approval of the change in the Company’s status from a publicly
traded company to a privately held company;
b. approval of the delisting of the Company’s shares from the
Indonesia Stock Exchange (delisting);
c. approval of the appointment of necessary professional advisors in
connection with the Go Private Plan; and
d. granting full authority to the Company’s Board of Directors to take
any and all actions deemed necessary or appropriate in
connection with the implementation or completion of the Go
Private Plan.
Second Agenda Item : Approval of amendments to the Company’s Articles of Association
inconnection with the change in the Company’s status from a public
company to a private company.
Pursuant to POJK 45/2024 and POJK 15/2020, the first agenda item of the EGMS must be attended
by Independent Shareholders representing more than 1/2 (one-half) of all shares with valid voting
rights held by Independent Shareholders, and decisions are made based on the affirmative votes
cast by Independent Shareholders representing more than 1/2 (one-half) of all shares with valid
voting rights held by Independent Shareholders.
In the event that the attendance quorum referred to above is not met, a second EGMS may be held
if the EGM is attended by more than 1/2 (one-half) of the total number of shares of with valid voting
rights held by Independent Shareholders, and decisions are made based on the affirmative votes
cast by Independent Shareholders representing 1/2 (one-half) of the total shares with valid voting
rights held by Independent Shareholders present at the EGMS. The second EGMS may be held no
sooner than 10 (ten) days and no later than 21 (twenty-one) days after the first EGMS is held.
Furthermore, if a quorum is not achieved at the second EGMS, the Company may hold a third EGMS,
subject to the notice and conduct requirements established by the OJK based on the Company’s
request.
Given that the Second Agenda Item of the EGMS is a continuation of the First Agenda Item of the
EGMS, if the quorum and approval for the First Agenda Item of the EGMS are not obtained, the
Company will not proceed with the discussion of the Second Agenda Item of the EGMS.
In the event that the Company obtains approval from the EGMS regarding the Go Private Plan and
Delisting, such approval shall also be deemed to constitute approval of the series of processes
related to the Go Private Plan and Delisting to be undertaken by the Company, including:
a. The change in the Company’s status from a public company to a private company;
b. The delisting of the Company’s shares from the IDX;
c. The appointment of necessary professional advisors;
d. Approval of amendments to the Company’s Articles of Association in connection with the Go
Private Plan, including a change in the Company’s name; and
e. Authorization is hereby granted to the Company’s Board of Directors to take any and all actions
necessary to implement points (a), (b), (c), and (d).
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VI. LEGAL ISSUES AND THIRD-PARTY APPROVALS/NOTIFICATIONS
As of the date of this Disclosure of Information, the Company is not facing any legal issues or claims from
third parties that could materially affect the Company’s Go Private and Delisting Plan, and there are no
material pending legal cases involving the Company’s Board of Directors and/or Board of
Commissioners.
In this regard, there is no obligation to obtain prior permission, approval, or provide prior notice to any
third party as a prerequisite for the implementation of the Company’s Go Private & Delisting Plan.
VII. LIST OF KEY DATES RELATED TO THE GO PRIVATE AND DELISTING PLAN
The indicative key dates related to the Go Private and Delisting Plan are as follows1 :
No Activities Date
1. Notification of the Agenda for the EGMS to the OJK 7 May 2026
2. Submission of the Go Private and Delisting Plan to the IDX cc OJK 15 May 2026
3. Announcement of the EGMS and Disclosure of Information
15 May 2026
Regarding the Go Private and Delisting Plan
4. Record Date for Shareholders Entitled to Attend 26 May 2026
5. Invitation of EGMS 1 June 2026
6. EGMS 23 June 2026
7. Submission of the Voluntary Tender Offer Statement to the OJK 19 Agustus 2026
and Announcement of the Voluntary Tender Offer Statement to
the Public
8. Estimated date of the OJK’s declaration of the Voluntary Tender 3 September 2026
Offer’s effectiveness
9. Estimated date of announcement of amendments or additions to 4 September 2026
the Voluntary Tender Offer Statement – Final
10. Estimated start date of the Voluntary Tender Offer period 7 September 2026
11. Estimated end of the Voluntary Tender Offer Period 7 October 2026
12. Final payment date for the Voluntary Tender Offer 19 October 2026
13. Reporting of Voluntary Tender Offer results to the IDX 22 October 2026
14. Submission of the results of the Voluntary Tender Offer to the OJK 30 October 2026
by Organon LLC
15. Estimated approval by the Minister of Law regarding amendments 16 November 2026
to the Company’s Articles of Association
16. Estimated date of application for the effective revocation of the 18 November 2026
Registration Statement in connection with a Public Offering of
Equity Securities or the Public Company Registration Statement to
the OJK
17. Estimated effective date of OJK revocation of the Registration 8 December 2026
Statement in connection with a Public Offering of Equity Securities
and/or the Public Company Registration Statement
18. Estimated date for the IDX to delist the Securities 30 December 2026
19. Estimated date for KSEI to cancel collective custody 30 December 2026
VIII. OTHER INFORMATION
This Disclosure of Information has been approved by the Company’s Board of Commissioners and Board
of Directors; therefore the Board of Commissioners and the Board of Directors of the Company, both
individually and collectively, are fully responsible for the accuracy of all material information disclosed
and confirm that the opinions expressed in this Disclosure of Information are fair and accurate, and that
there is no other undisclosed information that could render the disclosed information inaccurate and/or
misleading.
1 The key dates listed above are provided for the shareholders’ preliminary information. The entire process will be subject to
approval by the shareholders, the OJK, the IDX, the KSEI, and other relevant authorities
10
Page 11
If you have difficulty understanding the information contained in this Disclosure of Information or are
unsure about making a decision, you may consult with a securities broker-dealer representative, a
representative of a registered securities firm, an investment manager, a legal advisor, an accountant,
or other professional advisors.
Shareholders requiring further information regarding the Go Private Plan and Delisting may contact the
Company using the following information:
PT Organon Pharma Indonesia Tbk
Sinarmas MSIG Tower, 37th Floor, Units 102 & 106,
Jl. Jenderal Sudirman Kaveling 21,
Karet, Setiabudi, South Jakarta 12920
Phone: (021) 31107009
Website: https://www.organon.com/indonesia/
Email: arie.noviandari.arie.noviandari@organon.com
PT Ficomindo Buana Registrar
2-A Kyai Caringin Street
Cideng Village, Gambir Subdistrict
Jakarta 10150
Phone: (021) 22638327
Board of Directors
15 May 2026
11
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FINANCIAL SERVICES AUTHORITY
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INDONESIA STOCK EXCHANGE
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PT Schering-Plough Indonesia
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Djojo Muljadi
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Minister of Justice
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Jimmy Tanal
· Notaris
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Ministry of Law and Human Rights
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Minister of Law and Human Rights
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PT Ficomindo Buana Registrar
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Minister of Law
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Rianto & Partners
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