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20240405_PYFA_Pemanggilan RUPS_31625693_lamp1.pdf

RUPS notice Text extracted PYFA

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Page 1
                                     INVITATION OF
                  THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
                                PT PYRIDAM FARMA TBK.


The Board of Directors of PT Pyridam Farma Tbk., (hereinafter referred to as the “Company”) domiciled in
South Jakarta, hereby invites the shareholders to attend the Extraordinary General Meeting of Shareholders
(“Meeting”) of the company which will be held on:

Day/Date      :       Tuesday, April30th 2024
Time          :       14.00 WIB until finished
Venue         :       Sinarmas MSIG Tower, 12th floor, Jl. Jend. Sudirman No. Kav. 21, Kuningan,
                      South Jakarta, Indonesia, and electronically (with details as set out in Note No. 8
                      below).

Agenda:
Approval of material transaction based on Article 6 paragraph (1) letter d number 1 of Financial Services
Authority Regulation (“FSA Regulation”) No. 17/POJK.04/2020 regarding Material Transaction and
Changes in Business Activities (“FSA Regulation 17/2020”), namely in connection with the Company’s
plan to take over all shares issued by Probiotec Limited, a company established under the laws of Australia
(“Acquisition”), where such Acquisition will be carried through one of the controlled companies of the
Company, namely PYFA Australia Pty. Ltd., which is a company established under the laws of Australia.

The underlying rationales of the proposed agenda are:
(i)   Article 13 paragraph (7) of Company’s Article of Association, which stipulates that the General
      Meeting of Shareholders (“GMS”) can be held at any time based on the need for the interest of the
      Company, to discuss and decide on the agenda of the GMS.
(ii)  Article 6 paragraph (1) letter d number 1 of FSA Regulation 17/2020 which stipulates that a public
      company which will conduct a Material Transaction must first obtain GMS approval in the event
      that the Material Transaction is more than 50% (fifty percent) of the public company’s equity.
(iii) Article 41 paragraph (1) letter a and c of FSA Regulation No. 15/POJK.04/2020 regarding Planning
      and Implementation of General Meeting of Shareholder of Public Company (“FSA GMS”) and Article
      26 paragraph (1) and paragraph (3) of Company’s Article of Association, which stipulates that
      Meeting can be held if more that 1/2 (half) of the total shares with voting rights are present or
      represented, and decisions taken are valid if approved by more than 1/2 (half) of all shares with
      voting rights present at the Meeting.


Notes:
1. Meeting is convened by referring to the FSA GMS, FSA Regulation No. 16/POJK.04/2020 regarding the
   Implementation of Electronic General Meeting of Shareholders of Public Companies, and the Company’s
   Article of Association.
2. The Company will not send a separate invitation to the Shareholders as this Invitation constitutes an
   official invitation.
3. Shareholders who are entitled to attend or represent at the Meeting, whose names are recorded in the
   Shareholders Register of the Company or the holders of collective deposit account of PT Kustodian
   Sentral Efek Indonesia (“KSEI”) on Friday, April 5th, 2024 at 16.00 WIB.
                                                                                   E G M S P Y F A 2 0 2 2 |1
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4. The Shareholders or their proxy, who will attend the Meeting, are required to submit copy of their Identity
    Cards or other forms of valid identification before entering the Meeting room. Shareholders which are
    legal entities are required to submit copy (or copies) of their latest Articles of Association, and documents
    evidencing their latest compositions of the management of the company (Board of Directors and Board
    of Commissioners).
5. Shareholders whose shares are placed in the collective custody of KSEI who intend to attend the Meeting,
    are required to bring a Written Confirmation for the Meeting (“KTUR”) which can be obtained at the office
    of Securities Company or at the Custodian Bank where the Shareholders open their securities account.
6. Any Shareholder who are unable to attend the Meeting may be represented by their proxy, provided that
    none of the members of the Board of Directors or the Board of Commissioners, or the employees of the
    Company may act as the proxy of the Shareholder at this Meeting.
7. Shareholders may attend the Meeting electronically through the KSEI Electronic General Meeting System
    (“eASY.KSEI”) facility provided by KSEI.
8. The Company advise the Shareholders to grant power of attorney with the following mechanism:
      a. Shareholders who are entitled to attend the Meeting whose shares are in the collective custody of
          KSEI, may give Power of Attorney to Securities Administration Bureau (Biro Administrasi Efek or
          “BAE”) which is PT Sinartama Gunita through eASY.KSEI facility at the link
          http://easy.ksei.co.id/egken provided by KSEI as an electronic authorization mechanism in the
          process of holding the Meeting, registration guide, use, and further explanation related to
          eASY.KSEI can be accessed on the eASY.KSEI Application.
      b. Shareholders who are entitled to attend the Meeting whose shares are outside the collective custody
          of KSEI, may give Power of Attorney to BAE which is PT Sinartama Gunita by filling in the Power
          of Attorney Form which can be downloaded at https://www.pyfa.co.id and the original Stamped
          Power of Attorney must be returned to the Company through BAE in which having its address at
          Sinar Mas Land Plaza, Tower 1, 9th Floor, Jl. MH Thamrin No. 51, Jakarta 10350, Phone 021-
          3922332, Fax. 021-3923003, as well as a scan of the Power of Attorney received by electronic mail:
          helpdesk1@sinartama.co.id, no later than 1 (one) working day before the Meeting is held, attached
          with a copy of ID card or for shareholders in the form of legal entities accompanied by evidence of
          authority to represent the legal entities.
9. Meeting materials are available from the date of the Invitation until the date of the Meeting and can be
    downloaded on the Company's website https://www.pyfa.co.id.
10. Shareholders or their proxies who will be physically present at the Meeting must follow the policies set
    by the Company and enforced at the Meeting venue as follows:
      a. Participants who are experiencing symptoms of an infectious disease such as coughing or sneezing
          are not allowed to enter the event room.
      b. It is mandatory to maintain cleanliness and follow medical examination procedures (body
          temperature checks and other procedures deemed necessary by the Company) both to be carried
          out by the Company or the management of the building where the Meeting is held.
11. Violation of the policies established by the Company may result in shareholders and their proxies not
    being allowed to enter the event room and physically attend the Meeting. In such cases, such person
    can provide their power of attorney to BAE before the Meeting begins. For convenience reasons, the
    physical presence of Meeting participants will be adjusted to the capacity of the room, therefore
    Shareholders or their proxies are requested to arrive and register at the Meeting venue 30 (thirty) minutes
    before the Meeting begins by prioritizing the Meeting participants who arrive early and has complied
    with all the policies.
12. The Company does not provide souvenirs as well as the other Meeting materials in the form of hard
    copies to Shareholders and their Proxies who are present at the Meeting.

                                                                                       E G M S P Y F A 2 0 2 2 |2
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13. The Company will re-announce if there are changes and/or additional information regarding the
    procedures for conducting the Meeting.



                                        Jakarta, April 8th, 2024
                                       PT Pyridam Farma Tbk.




                                                                           E G M S P Y F A 2 0 2 2 |3

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Names mentioned 6 people and organisations named in the text · linked when the evidence is strong

linked org PYRIDAM FARMA TBK. p.1 ×8
linked org PYFA Australia Pty. Ltd. p.1
linked org Sinar Mas p.2
possible org Probiotec Limited p.1
unresolved org Financial Services Authority p.1
unresolved org PT Kustodian Sentral Efek Indonesia p.1

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