20260512_KAEF_Pemanggilan RUPS_32090824_lamp3.pdf

          a) the Board of Directors shall submit the Annual Report to the General Meeting of
             Shareholders (“GMS”) after it has been reviewed by the Board of
             Commissioners;
          b) the approval of the Annual Report, including the ratification of the financial
             statements and the report on the Supervisory Duties of the Board of
             Commissioners, shall be carried out by the GMS.

   2. Article 33 paragraph (1) of the Regulation of the Minister of State-Owned Enterprises
      Number PER-1/MBU/03/2023 of 2023 concerning Special Assignments and the Social
      and Environmental Responsibility Program of State-Owned Enterprises (“MOE
      Regulation 01/2023”) stipulates that the financial statements and the report on the
      implementation of the SOE Social and Environmental Responsibility Program (TJSL
      BUMN) shall form an integral part of the quarterly reports and annual performance
      reports of SOEs, which shall be set out in a separate chapter.

   3. Based on the restatement of the Company's Financial Statements for Fiscal Year 2023
      by KAP Hendrawinata, Hanny, Erwin & Sumargo, as set forth in its report Number
      00274/2.1127/AU.1/04/0797-3/1/VI/2025 dated 17 June 2025.

2. Determination of the Salary/Honorarium, including Facilities and Allowances
   for Fiscal Year 2026, as well as Performance-Based Remuneration for Fiscal
   Year 2025 for the Management of the Company.
   Brief description:
   Pursuant to the Company’s Articles of Association, the Salary/Honorarium, Allowances and
   Facilities of the Board of Commissioners and the Board of Directors of the Company, as
   well as tantiem, must be resolved by the General Meeting of Shareholders (“GMS”).

3. Determination of the Public Accountant and/or Public Accounting Firm to
   Audit the Company’s Consolidated Financial Statements and the Financial
   Statements of the PUMK Program for Fiscal Year 2026.
   Brief description:
   Pursuant to Article 22 of the Company’s Articles of Association and Article 59 paragraph
   (1) of Financial Services Authority Regulation Number 15/POJK.04/2020 concerning the
   Planning and Conduct of General Meetings of Shareholders of Public Companies, the
   appointment and dismissal of a Public Accountant and/or Public Accounting Firm that will
   provide audit services on annual historical financial information must be resolved at the
   General Meeting of Shareholders (“GMS”) of the Public Company by taking into
   consideration the proposal of the Board of Commissioners.

4. Delegation of Authority to Approve the Company's Long-Term Plan (Rencana
   Jangka Panjang Perusahaan or "RJPP") for the 2026–2030 Period and the
   Company's Work Plan and Budget (Rencana Kerja dan Anggaran Perusahaan
   or "RKAP") for Fiscal Year 2027, including any amendments thereto, from the
   General Meeting of Shareholders ("GMS") to a party designated by the GMS.
   Brief description:
   Based on Article 17 paragraph (3) of the Company's Articles of Association concerning the
   Company's Long-Term Plan (RJPP) and Article 18 paragraph (2) concerning the
   Company's Work Plan and Budget (RKAP), it is stipulated that the RJPP and RKAP shall
   be approved by the GMS.




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5. Report on the Implementation of the Conversion of Mandatory Convertible
   Bonds (Obligasi Wajib Konversi/OWK) into shares in the context of increasing
   the Company’s capital, as well as approval for the granting of authority to the
   Company’s Board of Commissioners to declare the amount of the increase in
   issued and paid-up capital.
   Brief description:
   Pursuant to Article 41 paragraphs (1) and (2) of Law Number 40 of 2007 concerning Limited
   Liability Companies, it is stipulated as follows:
    (1) Any increase in the Company’s capital shall be 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 resolution as referred to in paragraph (1) for a period of no
        longer than 1 (one) year.

6. Report on the Implementation of the Transfer/Disposal and Write-Off of the
   Company’s Assets representing more than 50% of the Company’s net assets,
   as approved in the Extraordinary General Meeting of Shareholders (“EGMS”)
   of the Company dated 3 November 2025.
   Brief description:
   The Company has obtained approval from the Extraordinary General Meeting of
   Shareholders (“EGMS”) held on 3 November 2025 to carry out the Transfer/Disposition and
   Write-Off of the Company’s Assets representing more than 50% of the Company’s net
   assets for the Company’s purposes, which shall be conducted in the form of the sale of 38
   (thirty-eight) Company assets consisting of land and buildings, namely:
   a. 1 (one) land asset located in Cikarang with a value of Rp347 billion to PT Bio Farma
      (Persero), being the Company’s main shareholder with ownership of 89.82%, and
      therefore constituting an affiliated party.
   b. 37 (thirty-seven) other land and building assets to be disposed of through auction at the
      State Assets and Auction Service Office (Kantor Pelayanan Kekayaan Negara dan
      Lelang/KPKNL), which is planned to be conducted during the period from 2026 to 2029.
   The Company needs to report that, as of the date hereof, the transaction for the
   transfer/disposal and write-off of the Company's assets has not yet been implemented and
   will be carried out in compliance with the prevailing laws and regulations, including Financial
   Services Authority Regulation No. 42/POJK.04/2020 concerning Affiliated Transactions
   and Conflict of Interest Transactions and Financial Services Authority Regulation No.
   17/POJK.04/2020 concerning Material Transactions and Changes in Business Activities.

7. Changes in the Composition of the Company’s Management.
   Brief description:
   Referring to the Company’s Articles of Association, the Board of Commissioners and the
   Board of Directors shall be appointed and dismissed by the GMS.




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Notes:
1. This announcement shall serve as the official invitation to the MEETING for the
   Company’s Shareholders; therefore, the Board of Directors of the Company will
   not send a separate invitation to the Shareholders.

2. The Shareholders entitled to attend and vote electronically at the Meeting are
   those whose names are recorded in the Company’s Shareholders Register
   (“DPS”) and/or the owners of the Company’s shares in securities sub-accounts at
   KSEI as of the closing of trading on the Indonesia Stock Exchange on Monday,
   May 11, 2026.

3. As of the date of this announcement, the Company has made available the
   materials for each Agenda of the MEETING, which may be downloaded through
   the Company’s website at www.kimiafarma.co.id.

4. Shareholders who wish to grant electronic proxy authorization for the MEETING
   through the eASY.KSEI application must take note of the following matters:
    a. Registration Process
       (i) Local individual shareholders who have not submitted a declaration of
             attendance or proxy authorization through the eASY.KSEI application
             within the deadline stated in item 2 and wish to attend The MEETING
             electronically must complete their attendance registration in the
             eASY.KSEI application on the date of the Meeting until the electronic
             registration period is closed by the Company.
       (ii) Local individual shareholders who have submitted a declaration of
             attendance but have not cast at least one vote for any of the MEETING’s
             agenda items in the eASY.KSEI application within the deadline stated in
             item 2 and wish to attend the Meeting electronically must complete their
             attendance registration in the eASY.KSEI application on the date of the
             MEETING until the electronic registration period is closed by the
             Company.
       (iii) Shareholders who have granted a proxy to a proxyholder appointed by the
             Company (Independent Representative) or an Individual Representative
             but have not cast at least one vote for any of the MEETING’s agenda items
             in the eASY.KSEI application within the deadline stated in item 2 must
             ensure that the respective proxyholder completes the attendance
             registration in the eASY.KSEI application on the date of the MEETING
             until the electronic registration period is closed by the Company.
       (iv) Shareholders who have granted a proxy to a participant/intermediary
             proxyholder (Custodian Bank or Securities Company) and have cast their
             votes through the eASY.KSEI application within the deadline stated in item
             2 must ensure that the authorized representative registered in the
             eASY.KSEI application completes the attendance registration in the
             eASY.KSEI application on the date of the MEETING until the electronic
             registration period is closed by the Company.
       (v) Shareholders who have submitted a declaration of attendance or granted
             a proxy to a proxyholder appointed by the Company (Independent
             Representative) or an Individual Representative and have cast at least
             one or all votes for the MEETING’s agenda items through the eASY.KSEI
             application within the deadline stated in item 2 are not required to



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        complete electronic attendance registration in the eASY.KSEI application
        on the date of the MEETING. Their share ownership will automatically be
        counted toward the meeting quorum, and the votes previously submitted
        will automatically be counted in the MEETING’s voting process.
   (vi) Any delay or failure to complete the electronic registration process as
        referred to in points (i) through (iv), for any reason whatsoever, will result
        in the Shareholder or its proxyholder being unable to attend the MEETING
        electronically, and such share ownership will not be counted toward the
        quorum of the MEETING.

b. Process for Submitting Questions and/or Opinions Electronically
   (i) Shareholders or their proxyholders shall have three (3) opportunities to
         submit questions and/or opinions during each discussion session for every
         MEETING agenda item. Questions and/or opinions for each agenda item
         of the Meeting may be submitted in writing by the Shareholder or
         proxyholder using the chat feature in the ‘Electronic Opinions’ column
         available on the E-Meeting Hall screen within the eASY.KSEI application.
         Questions and/or opinions may be submitted while the MEETING status
         in the ‘General Meeting Flow Text’ column displays “Discussion started for
         agenda item No. […]”.
   (ii) The determination of the discussion mechanism for each agenda item of
         the MEETING through written means via the E-Meeting Hall screen in the
         eASY.KSEI application shall be at the discretion of each Company and
         will be stipulated in the Company’s Rules of Conduct for the MEETING as
         provided in the eASY.KSEI application.
   (iii) Proxyholders attending electronically who wish to submit questions and/or
         opinions on behalf of the Shareholders they represent during the
         discussion session of each MEETING agenda item must state the name
         of the Shareholder and the number of shares owned, followed by the
         relevant question or opinion.

c. Electronic Voting Process
   (i) The electronic voting process shall be conducted through the eASY.KSEI
        application under the E-Meeting Hall menu, sub-menu Live Broadcasting.
   (ii) Shareholders who attend in person electronically or are represented by
        their proxyholders but have not yet cast their votes for any MEETING
        agenda item as referred to in item 4 letter a points (i)–(iv), shall have the
        opportunity to cast their votes during the voting period opened by the
        Company through the E-Meeting Hall screen in the eASY.KSEI
        application. When the electronic voting period for each Meeting agenda
        item begins, the system will automatically initiate the voting countdown
        (voting time) with a maximum duration of five (5) minutes. During the
        electronic voting process, the status “Voting for agenda item No […] has
        started” will appear in the General Meeting Flow Text column. If a
        Shareholder or its proxyholder does not cast a vote for a particular
        Meeting agenda item until the Meeting status shown in the General
        Meeting Flow Text column changes to “Voting for agenda item No […] has
        ended,” such Shareholder shall be deemed to have cast an Abstain vote
        for the relevant agenda item.




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       (iii) The voting time during the electronic voting process constitutes the
             standard period determined by the eASY.KSEI application. Each
             Company may set its own policy regarding the duration of electronic voting
             for each MEETING agenda item (with a maximum of five (5) minutes per
             item), which will be stipulated in the Company’s Rules of Conduct for the
             MEETING through the eASY.KSEI application.

    d. Viewing the Meeting via the GMS Broadcast
       (i) Shareholders or their proxyholders who have been registered in the
             eASY.KSEI application no later than the deadline stated in item 2 may
             view the ongoing Meeting via a Zoom Webinar by accessing the GMS
             Broadcast submenu under the eASY.KSEI menu available on the AKSes
             facility (https://akses.ksei.co.id/).
       (ii) The GMS Broadcast accommodates up to 500 participants, and
             participation will be determined on a first-come, first-served basis.
             Shareholders or their proxyholders who are unable to view the Meeting
             through the GMS Broadcast shall still be deemed to have validly attended
             the Meeting electronically, and their share ownership and votes will be
             counted, provided that they have been registered in the eASY.KSEI
             application in accordance with the provisions set out in item 4 letter a
             points (i)–(vi).
       (iii) Shareholders or their proxyholders who only view the Meeting through the
             GMS Broadcast but are not electronically registered in the eASY.KSEI
             application as stipulated in item 4 letter a points (i)–(vi) shall be deemed
             not to have validly attended the Meeting, and their attendance will not be
             counted toward the quorum.
       (iv) Shareholders or their proxyholders viewing the Meeting through the GMS
             Broadcast will have access to the raise hand feature, which may be used
             to submit questions and/or opinions during the discussion session of each
             Meeting agenda item. If the Company permits and activates the allow to
             talk feature, Shareholders or their proxyholders may deliver their
             questions and/or opinions verbally. The determination of the discussion
             mechanism for each Meeting agenda item using the allow to talk feature
             within the GMS Broadcast shall be at the discretion of each Company and
             will be stipulated in the Company’s Rules of Conduct for the Meeting
             through the eASY.KSEI application.
       (v) For the best experience in using the eASY.KSEI application and/or GMS
             Broadcast, Shareholders or their proxyholders are advised to use the
             Mozilla Firefox browser.

5. The Notary, assisted by the Share Registrar, will verify and count the votes for
   each agenda item of the MEETING in every decision-making process, including
   the votes submitted by the Shareholders through the eASY.KSEI system as
   referred to in item 4 letter c points (i)–(iii) above, as well as those cast during the
   MEETING.

6. The Company recommends that Shareholders entitled to attend the Meeting
   whose shares are held in collective custody at KSEI register their attendance
   ELECTRONICALLY through the KSEI System (eASY.KSEI) via the link
   https://akses.ksei.co.id/ provided by KSEI. The electronic registration period will




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   open as of the date of this MEETING invitation and will close no later than 1:30
   p.m. Western Indonesia Time (WIB) on the day of the MEETING.

7. Guidelines for registration, usage, and further information regarding eASY.KSEI
   may be accessed on the Company’s website at www.kimiafarma.co.id and/or at
   https://akses.ksei.co.id/.

8. In the event that a Shareholder wishes to attend the MEETING outside the
   eASY.KSEI mechanism, the Shareholder may download the proxy form available
   on the Company’s website at www.kimiafarma.co.id.

9. Shareholders who have granted proxy authorization as referred to in item 4 above
   may submit questions regarding the Meeting’s agenda items via email to the
   Company at corsec@kimiafarma.co.id, with a copy to DM@datindo.com. Such
   questions will be presented during the Meeting by the appointed proxyholder and
   recorded in the Minutes of MEETING prepared by the Notary. The responses to
   these questions will be sent to the Shareholder’s email no later than three (3)
   working days after the MEETING.

10. To ensure proper organization and orderly conduct of the MEETING,
    Shareholders or their authorized proxyholders are respectfully requested to
    complete attendance registration no later than thirty (30) minutes before the
    MEETING begins. Registration will be closed at 1:30 p.m. Western Indonesia Time
    (WIB).


                         Jakarta, May 12, 2026
                     PT Kimia Farma (Persero) Tbk
                          Board of Directors




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