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20240527_SQBB_Ringkasan Risalah//Risalah RUPS_31642572_lamp1.pdf
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Head Office: Millennium Centennial Center 8th fl, Jl. Jend. Sudirman Kav. 25, Jakarta 12920, INDONESIA
Phone: +62 21 3970 6720, Fax: +62 21 3972 6735
Technical Operations: Jl. Raya Jakarta-Bogor Km. 38, Cilangkap, Tapos (Depok) 16458, INDONESIA
Phone: +62 21 875 2583 / 875 2584, Fax: +62 21 875 2585
Summary of the Minutes of
the Annual General Meeting of Shareholders
PT. Taisho Pharmaceutical Indonesia Tbk
In compliance with the provision of paragraph (1) of Article 49 of the Regulation of the Indonesia
Financial Services Authority (Otoritas Jasa Keuangan/OJK) Number 15/POJK.04/2020 regarding the
Plan and Implementation of General Meeting of Shareholders of Public Companies (“FSA
Regulation 15/2020”), PT. Taisho Pharmaceutical Indonesia Tbk, having its domicile in South
Jakarta and its address at Millennium Centennial Center, 8th Floor, Jl. Jend. Sudirman Kav. 25,
Jakarta 12920 (the “Company”) makes a summary of the Minutes of the Annual General Meeting
of Shareholders (AGM) of the Company. In this summary of the minutes, Meeting means the AGM
of the Company.
This Summary of the Minutes of the Meeting is made in accordance with the the provision of
paragraph (1) of Article 51 of the FSA Regulation 15/2020.
a. Day, date, venue, time and agenda items of the Meeting
The day and date of the Meetings is Tuesday, 21 May 2024 and the venue of the Meeting is
Fraser Residence Sudirman Jakarta, Jl. Setiabudi Raya No. 9, Sudirman, Jakarta 12910.
Time of Meeting:
Wednesday, from 09:40 am until 10:08 am West Indonesia Time.
Agenda items of the Meeting:
1. Approval on the Annual Report of the Company and the ratification on the Financial
Statements of the Company and the Report on Supervisory Duties of the Board of
Commissioners of the Company for the accounting year ended on 31 December 2023.
2. Determination of appropriation of profits of the Company.
3. Designation of a Firm of Public Accountants to audit the books of the Company for the
accounting year ending on 31 December 2024.
4. Change in the composition of the Board of Directors of the Company.
5. Determination of the salaries and allowances of the members of the Board of Directors and
the Board of Commissioners of the Company.
b. Members of the Board of Directors and the Board of Commissioners of the Company
attending the Meeting
Board of Directors:
- President Director : Jun Kuroda; and
- Director : Yukio Sawada.
Board of Commissioners:
- Independent Commissioner : Adji Baroto
c. Number of shares with legal voting rights whose holders/owners ware present and/or
represented by their proxies in Meeting and its percentage of the total number of shares with
legal voting rights, namely 10,240,000
The number of the Company’s shares whose holders/owners were present and/or represented at
the Meeting is 826,961 (seven hundred sixty-six thousand one hundred and thirty-six) Seriss A
shares and 9,268,000 (nine million two hundred sixty-eight thousand) Series B shares or in total
10,094,961 (ten million thirty-four thousand one hundred and thirty-six) shares or 98.58%
(ninety-eight point five eight nine percent) of the total number of issued shares of the Company.
d. Giving the opportunity to ask questions and/or give opinions related to the agenda of the
Meeting
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At each end of the discussion of each of the agenda of Meeting, the Chairman of Meeting
provided an opportunity to the shareholders or their representatives who attended the Meeting to
ask questions and/or give an opinion.
e. The number of shareholders who asked questions and/or gave opinions related to the agenda
of the Meeting
For all agenda items of the Meeting, no shareholders or their proxies raised questions or gave
opinions.
f. Meeting decision-making mechanism
Proposed decisions for all Meeting agenda items were legally approved by the Meeting without
voting (approved unanimously)
g. Resolutions of the Meeting
First Agenda Item:
1. The Annual Report of the Company for the accounting year ended on 31 December 2023
(“Company’s 2023 Annual Report”) was approved and the Financial Statements of the
Company for the accounting year ended on 31 December 2023 (“Company’s 2023
Financial Statements”) including the report on the supervisory duties of the Board of
Commissioners of the Company as set forth in the Company’s 2023 Annual Report were
ratified.
2. Full acquittal and discharge was given to the members of the Board of Directors of the
Company for their managerial actions and performance of their authorities and to the
members of the Board of Commissioners of the Company for their supervisory actions
during the accounting year ended on 31 December 2023, to the extent such actions are
reflected in the approved Company’s 2023 Annual Report and in the ratified Company’s
2023 Financial Statements.
Second Agenda Item:
1. IDR50,000,000.00 (fifty million Indonesian Rupiah) was set aside for reserve funds
pursuant to paragraph 25.1 of Article 25 of the Company’s Articles of Association
(hereinafter will be referred to as the “Reserve Funds”).
2. It was determined that for the accounting year ended on 31 December 2023 there will be no
dividend to be distributed to the shareholders of the Company and that the net profits
recorded in the financial statements for the accounting year ended on 31 December 2023
after having been deducted for the reserve fund referred to point 1 above will be used for
further funding the Company’s proposed business expansion, in the amount as needed.
Third Agenda Item:
It was resolved:
1. to designate the Firm of Public Accountants “Purwantono, Sungkoro & Surja” to provide
audit services on the financial statements of the Company for the accounting year ending
on 31 December 2024; and
2. to authorize the Board of Commissioners of the Company to determine the honorarium of
such firm of public accountants and other requirements of designation.
Fourth Agenda Item:
1. The resignations of Mr. Budhy Herwindo and Mr. Adeel Akhlaq Hassan from their
respective position as a Director of the Company, both effective as of the closing of the
Meeting are accepted and approved.
2. Mr. Muhammad Edwin Isfandiari is appointed as a Director of the Company, for the term
of office effective as of the closing of the Meeting.
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3. It was confiemd that for the term of office effective as of the closing of the Meeting until
the closing of the next subsequent Annual General Meeting of Shareholders of the
Company which will be held by the Company after the Meeting, provided that the General
Meeting of Shareholders of the Company has the right to dismiss each member of the
Company's Board of Directors at any time based on reasons that are in accordance with
applicable laws and regulations, the composition of the Company's Board of Directors is as
follows::
- President Director : Mr. Jun Kuroda;
- Director : Mr. Yukio Sawada; and
- Director : Mr. Muhammad Edwin Isfandiari.
4. To confer power of attorney on the Board of Directors of the Company and/or Mr. Imam
Setyawan Purnomo and/or Mr. Ghifari Azka Ramdhana, either jointly as well as
individually to state resolutions adopted at the fourth agenda item of the Meeting before a
Notary in the Indonesian and/or English language and to do all required actions for the
purpose of notification of the composition of the Board of Directors of the Company as
resolved in the fourth agenda item of the Meeting, to the Minister of Laws and Human
Rights of the Republic of Indonesia, and to make any amendments and or additions thereto,
if required by the competent authorities.
Fifth Agenda Item:
1. The Board of Commissioners of the Company is authorized to determine the amounts of
salaries and allowances for the members of the Board of Directors of the Company for the
accounting year ending on 31 December 2024.
2. It is determined that the members of the Board of Commissioners of the Company who will
receive salaries and allowances is only Independent Commissioner, which amounts to
Rp64,000,000.00 (sixty-four million Rupiah) net per annum, effective as per 21 May 2024.
Thus Minutes of the Meetings are made in accordance with the provision of paragraph (1) Article 51
of FSA Reg. 15/2020.
In compliance with the provisions of paragraph (4) and (5) of Article 68 of Law No. 40 Year 2007
regarding Limited Liability Company, it is herewith also announced that the Statements of Financial
Position, the Statements of Comprehensive Income and Statements Cash Flows of the Company for
the period ended on 31 December 2023 which was approved in the first agenda item of the Meeting
is the same as that was published in the daily newspaper Media Indonesia on 28 March 2024.
Jakarta, 23 May 2024
Board of Directors of the Company
Names mentioned 12 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Taisho Pharmaceutical Indonesia Tbk
p.1 ×4
unresolved
org
Financial Services Authority
p.1
unresolved
person
Jun Kuroda
· President Director
p.1 ×2
unresolved
person
Adji Baroto
· Commissioner
p.1
unresolved
person
Budhy Herwindo
p.2
unresolved
person
Adeel Akhlaq Hassan
p.2
unresolved
person
Muhammad Edwin Isfandiari
p.2 ×2
unresolved
person
Yukio Sawada
p.3
unresolved
person
Imam Setyawan Purnomo
p.3
unresolved
person
Ghifari Azka Ramdhana
p.3
unresolved
org
Minister of Laws and Human Rights
p.3
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