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20240527_SQBB_Ringkasan Risalah//Risalah RUPS_31642572_lamp1.pdf

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Page 1
     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

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Names mentioned 12 people and organisations named in the text · linked when the evidence is strong

possible org Otoritas Jasa Keuangan p.1
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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