SUMMARY OF MINUTES ANNUAL GENERAL MEETING OF SHAREHOLDERS FINANCIAL YEAR 2020 PT PHAPROS Tbk

SUMMARY OF MINUTES
ANNUAL GENERAL MEETING OF SHAREHOLDERS FINANCIAL YEAR 2020
PT PHAPROS Tbk

PT PHAPROS Tbk (hereinafter referred to as "the Company"), hereby announces to the Shareholders that the Company has held an Annual General Meeting of Shareholders Financial Year 2020 (hereinafter referred to as "Meeting"), namely at:

Day/date                                 : Thursday, May 27th, 2021

Time                                       : 10.34 – 12.42 Western Indonesian Time

Venue                                     : Kirana Ballroom

                                                Hotel Kartika Chandra

                                               Jl. Jendral Gatot Subroto Kav. 18-20, Karet Semanggi, Setiabudi

                                               Kota Jakarta Selatan, Daerah Khusus Ibukota Jakarta 12930

With Meeting agenda as follows:

1. Approval of the Annual Report and Ratification of the Company’s Consolidated Financial Statement for Financial Year 2020, including Company’s Activities Report and Supervisory Duty Report
2. Determination of the use Company’s Net Profit for Financial Year on December 31th, 2020.
3. Determination of remuneration (salary/honorarium, facility and allowance) for Financial Year 2021 and tantiem for Financial Year 2020 for Company’s Board of Directors and Board of Commissioners.
4. Appointment of the Public Accountant and/or Public Accountant Office to audit Company Financial Statement for Financial Year ended on Desember 31th, 2021.
5. Amendment of Company Articles of Association
6. Changes in the composition of the Company’s Management.

 

Meeting was attended by the Members of the Company's Board of Commissioners and Directors as follows:

Board of Commissioners	Mr VERDI BUDIDARMO Mr ZAINAL ABIDIN  Mr JAJANG EDI PRIYATNO Mr MASRIZAL ACHMAD SYARIEF	President Commissioner Independent Commissioner Independent Commissioner Commissioner
Directors	Mr HADI KARDOKO Mr HERU MARSONO Mr SYAMSUL HUDA Mrs CHAIRANI HARAHAP	President Director Finance Director Production Director Marketing Director

 

Meeting was attended by:

The shareholders and their proxies representing 676.493.308 shares, or approximately 80,5349176% of the total number of shares the Company has issued a total of 840.000.000 shares.

Meeting is chaired by:

Mr. VERDI BUDIDARMO as President Commissioner based on the Company's Board of Commissioners' Letter Number 01/SK.KOM/PH/V/2021 concerning Chairpersons of the GMS Meeting Financial Year 2020 dated May 24th, 2021.

The shareholders and their proxies have been given the opportunity to submit questions, opinions, proposals or suggestions relating to the agenda of the Meeting discussed, and have been recorded in the Minutes of Meeting made by Notary UTIEK R. ABDURACHMAN, SH., MLI., MKn., Notary in Jakarta.

 

Meeting Agenda Number	Number of Shareholders and Proxies who submit Proposals and Questions	Decision Making Mechanisms
1.	2 proposals/questions from: Mr Hubert Widiastono, shareholder of 262.500 shares in the Company (0,03125%). Mr Roi Robert Ramli, shareholder of 204.1000 shares in the Company (0,02429761%).	The most votes
2.	There is no proposals and questions submitted by the Shareholders and its proxies	The most votes
3.	There is no proposals and questions submitted by the Shareholders and its proxies	The most votes
4.	There is no proposals and questions submitted by the Shareholders and its proxies	The most votes
5.	There is no proposals and questions submitted by the Shareholders and its proxies	The most votes
6.	There is no proposals and questions submitted by the Shareholders and its proxies	The most votes

RESULTS OF THE MEETINGS

First Agenda Meeting

Meeting provide approval by the most votes in the amount 676.493.308 or 100%, for:

1. Approved and ratified the Company's Consolidated Financial Statements for Financial Year 2020 which have been audited by Public Accountant Firm (KAP) Hendrawinata Hanny Erwin & Sumargo in accordance with its report Number 00083 / 2.1127 / AU.1 / 04 / 0336-1 / 1 / III / 2021 dated March, 19th, 2021 with the opinion “The Consolidated Financial Statements present fairly, in all material respects, the consolidated financial position of PT Phapros Tbk and its subsidiaries as of December, 31th, 2020, as well as its consolidated financial and cash performance for the year ended on that date, in accordance with Accounting and Finance Standards in Indonesia”.
2. Granted full repayment and release of responsibility (volledig acquit et de charge) to the members of the Board of Directors and the Board of Commissioners of the Company for management and supervisory actions that have been carried out during the 2020 Financial Year as long as these actions are not criminal acts and are reflected in the books of the Company's reports.

Second Agenda Meeting

Meeting provide approval by the most votes in the amount 676.493.308 or 100%, for:

Approved the determination of the Company's net profit for the 2020 Financial Year of IDR 48,665,149,769 (Forty-eight billion six hundred sixty-five million one hundred forty-nine thousand seven hundred and sixty-nine Rupiah), as follows:

Dividends in the amount of 40% (forty percent) of net profit attributable for holding entity or Rp 19,395,150,000,- (nineteen billion three hundred ninety five million one hundred and fifty thousand Rupiah).

The remaining 60% (sixty percent) or Rp.29,092,712,068,- (Twenty-nine billion ninety-two million seven hundred twelve thousand sixty eight Rupiah) is determined as the Company reserve.

Granted authority and power to the Board of Directors of the Company with the right of substitution to determine the schedule and procedure for dividend payments for the 2020 Financial Year in accordance with prevailing regulations.

Third Agenda Meeting

Meeting provide approval by the most votes in the amount 676.493.308 or 100%, for:

Delegated the authority to the Board of Commissioners to determine remuneration (salary / honorarium, facilities and allowances) for the 2021 Financial Year and tantiem for performance for the 2020 Financial Year for the Board of Directors and the Board of Commissioners of the Company.

Fourth Agenda Meeting

Meeting provide approval by the most votes in the amount 676.493.308 or 100%, for:

1. Assigned Public Accountant Firm Hendrawinata Hanny Erwin & Sumargo (member of Kreston International) as a Public Accounting Firm that will audit the Company's Consolidated Financial Statements for the Financial Year 2021.
2. Granted authority and power to the Board of Commissioners of the Company by taking into account the recommendations of the Audit Committee which have accommodated the decision of the General Meeting of Shareholders of PT KIMIA FARMA Tbk as the Company's Majority Shareholder to appoint a Public Accountant Firm that will audit the Company's Consolidated Financial Statements for other periods in the Financial Year 2021 for the purposes of the Company's interests.
3. Granted power of attorney to the Board of Commissioners of the Company by taking into account the recommendations of the Audit Committee which have accommodated the decision of the General Meeting of Shareholders of PT KIMIA FARMA Tbk as the Company's Majority Shareholder to determine fees for audit services and other requirements for the Public Accounting Firm, as well as assigning a replacement Public Accountant Firm in In the event that the Public Accountant Firm Hendrawinata Hanny Erwin & Sumargo (member of Kreston International), for whatever reason, is unable to complete the audit of the Company's Consolidated Financial Statements for Financial Year 2021, including determining audit fees and other requirements for the replacement Public Accounting Firm.

Fifth Agenda Meeting

Meeting provide approval by the most votes in the amount 676.493.308 or 100%, for:

1. Approved the amendments to the Company's Articles of Association in Articles 11, 12, 13 and 14 of the Company's Articles of Association to conform to the Financial Services Authority Regulation Number 15 / POJK.04 / 2020 concerning Plans and Implementation of General Meeting of Shareholders of Public Companies and Financial Services Authority Regulation Number 16 / POJK.04 / 2020 concerning the Implementation of the General Meeting of Shareholders of Public Companies Electronically.
2. Approved to recompile all provisions in the Articles of Association in connection with the changes as referred to in point 1 of the decision mentioned above.
3. Granted power and authority to the Board of Directors with the right of substitution to take all necessary actions in connection with the decisions on the agenda of this Meeting, including compiling and restating the entire Articles of Association in a Notary deed and submitting them to the competent authorities for approval and / or receipt of notification amendments to the Articles of Association, do everything deemed necessary and useful for these purposes with nothing excepted, including to make additions and / or changes to the amendments to the Articles of Association if it is required by the competent authority.

Sixth Agenda Meeting

With reference to a letter submitted by PT Kimia Farma (Persero) Tbk under number 014/DU-VB/KF/V/21 dated May, 27th, 2021, Meeting provide approval by the most votes in the amount 676.493.308 or 100%, upon:

Changed the nomenclature of Finance Director became the Finance and Risk Management Director.

To honorably confirmed the dismissal of Members of the Board of Commissioners and Directors of the Company as listed below: 

1. Mr. Verdi Budidarmo as President Commissioner of the Company.
2. Mr. Jajang Edi Priyatno as Independent Commissioner of the Company.
3. Mr. Heru Marsono as Finance Director of the Company.
4. Mrs. Chairani Harahap as Marketing Director of the Company.

As of the closing of the Meeting, with gratitude for the contribution of energy and thoughts given during their tenure.

Mengangkat nama-nama tersebut di bawah ini sebagai Anggota Komisaris dan Direksi Perseroan:

1. Mr. Maxi Rein Rondonuwu as President Commissioner of the Company.
2. Mrs. Chrisma Aryani Albandjar as Independent Commissioner of the Company.
3. Mr. David Sidjabat as Risk Management and Finance Director of the Company.
4. Mrs. Tri Andayani as Marketing Director of the Company.

The expiration of the term of office of the appointed Commissioners and Directors as referred to in number 2 is in accordance with the provisions of the Company's Articles of Association, with due observance of the laws and regulations in the Capital Market sector and without prejudice to the rights of the General Meeting of Shareholders to dismiss at any time.

With the change in the nomenclature of the Company's Finance Directors, dismissal and appointment of members of the Company's Commissioners and Directors as referred to in number 1 until number 3, the composition of the Company's Management will be as follows:

Board of Commissioners

No.	Title	Name
1.	President Commissioner	Maxi Rein Rondonuwu
2.	Commissioner	Masrizal Achmad Syarief
3.	Independent Commissioner	Chrisma Aryani Albandjar
4.	Independent Commissioner	Zainal Abidin

Board of Directors

No.	Title	Name
1.	President Director	Hadi Kardoko
2.	Finance and Risk Management Director	David Sidjabat
3.	Marketing Director	Tri Andayani
4.	Production Director	Syamsul Huda
5.	Human Capital & General Affairs Director	-

 

Delegated power and authority to the Board of Directors of the Company with the right of substitution to take all necessary actions related to decisions on this agenda in accordance with applicable laws and regulations, including to state in the Notary Deed including and notify the composition of the Company's Management to the Ministry of Law and Human Rights.

Announcement of the Summary of Minutes of Meeting is to comply with the provisions of the Financial Services Authority Regulation Number 15 / POJK.04 / 2020 concerning Plans and Implementation of General Meeting of Shareholders of Public Companies, as well as compliance with the provisions of Financial Services Authority Regulation No. 33 / POJK.04 / 2014 concerning the Board of Directors and Board of Commissioners of Issuers or Public Companies.

This summary of the Minutes of Meeting is also published in Bisnis Indonesia newspaper, the website of the Indonesia Stock Exchange, the website of the E-GMS Provider and website of the Company, namely www.phapros.co.id

SCHEDULE AND PROCEDURES FOR DIVIDEND DISTRIBUTION

Furthermore, in accordance with the decision of the Second Agenda of the Meeting as mentioned above, the Meeting has decided to pay cash dividends from the Company's net profit for the 2020 Financial Year of IDR 19,395,150,000 or IDR 23,089464 per share to be distributed to 840,000,000 Company shares, it is hereby notified of the schedule and procedure for distributing cash dividends for the 2020 Financial Year as follows:

 Schedule of Cash Dividend Distribution

NO.	INFORMATION	DATE
1.	End of Stock Trading Period With Dividend Rights (Cum Dividend) - Regular and Negotiation Market - Cash Market	June 7th, 2021 June 9th 2021
2.	Early Period of Shares Without Dividend Rights (Ex Dividend) - Regular and Negotiation Market - Cash Market	June 8th 2021 June 10th 2021
3.	List of Shareholders whose eligible for Dividend (Recording Date)	June 9th 2021
4.	Date of Cash Dividend Payment	June 30th 2021

Procedures for Cash Dividend Distribution

1. Cash dividends will be distributed to the Company's Shareholders whose names are recorded in the Shareholders Register (“DPS”) or recording date on June, 9th 2021 (recording date) and / or the Company's Shareholders in the securities sub-account at PT Kustodian Sentral Efek Indonesia (“KSEI ”) At the close of trading on June, 9th 2021.
2. For Shareholders whose shares are placed in the collective custody of KSEI, cash dividend payment will be made through KSEI and will be distributed on June, 30th 2021 into the Customer Fund Account (RDN) at the Securities Company and / or Custodian Bank where the Shareholders open a sub securities account. Whereas for the Company's shareholders whose shares are not included in the collective custody of KSEI, the cash dividend payment will be transferred to the account of the Company's shareholders.
3. The Cash Dividend will be taxed in accordance with the appropriate tax laws and regulations. The amount of tax imposed will be borne by the responsible shareholder and will be deducted from the amount of cash dividends that are the right of the shareholders of the Company concerned.
4. Based on the prevailing tax laws and regulations, the cash dividend will be exempted from the tax object if it is received by the shareholder of a domestic corporate taxpayer (“DN Badan WP”) and the Company does not deduct Income Tax on cash dividends paid to DN Corporate Taxpayers. the. Cash dividends received by individual resident taxpayer shareholders (“WPOP DN”) will be exempted from tax objects as long as the dividends are invested in the territory of the Unitary State of the Republic of Indonesia. For domestic taxpayers who do not meet the investment requirements as mentioned above, the dividends received by the person concerned will be subject to income tax ("PPh") in accordance with the provisions of the applicable laws, and the said income tax must be paid by the DN WPOP concerned accordingly. with the provisions of Government Regulation No. 9 of 2021 concerning Tax Treatment to Support Ease of Doing Business
5. Shareholders can obtain confirmation of dividend payments through securities companies and / or custodian banks where the shareholders open a securities account, then the shareholders must be responsible for reporting the dividend receipt referred to in tax reporting in the tax year concerned in accordance with the applicable tax laws and regulations.
6. Shareholders who are foreign taxpayers whose withholding tax will use the tariff based on the Double Taxation Avoidance Agreement (“P3B”) must meet the requirements of the Director General of Taxes Regulation No. PER-25 / PJ / 2018 concerning Procedures for Implementing Double Tax Avoidance Approval and submitting document proof of record or receipt of DGT / SKD which has been uploaded to the website of the Directorate General of Taxes to KSEI or BAE in accordance with KSEI rules and regulations, without such document, dividends cash paid will be subject to 20% Income Tax Article 26.
7. For Foreign Taxpayers Shareholders whose shares are in the collective custody of KSEI, proof of dividend tax deduction can be collected at the Securities Company and / or Custodian Bank where the Shareholders open a securities sub account and for Shareholders, the Registrar will take it.

 

Jakarta, May 31th, 2021

PT PHAPROS Tbk

The Board of Directors