May 27, 2022
SUMMARY OF MINUTES ANNUAL GENERAL MEETING OF SHAREHOLDERS FINANCIAL YEAR 2021 PT PHAPROS Tbk
SUMMARY OF MINUTES
ANNUAL GENERAL MEETING OF SHAREHOLDERS FINANCIAL YEAR 2021
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 2021 (hereinafter referred to as "Meeting"), namely at:
Day/date : Wednesday, May 25th, 2022
Time : 10.45 – 12.20 Western Indonesian Time
Venue : Grand Capitol Ballroom, 5th Floor
Hotel Manhattan
Jalan Profesor Dr. Satrio, Casablanca, Kuningan, Jakarta Selatan 12950
With the Meeting agenda as follows:
- Approval of the Annual Report and Ratification of the Company’s Consolidated Financial Statement for Financial Year 2021, including Company’s Activities Report and Supervisory Duty Report as well as granting discharge of full responsibility (volledig acquit et de charge) to Board of Directors and Board of Commissioners upon management and supervision actions that has been conducted during Financial Year 2021.
- Determination of the use Company’s Net Profit for Financial Year 2021.
- Determination of remuneration (salary/honorarium, facility and allowance) for Financial Year 2022 and tantiem for Financial Year 2021 for Company’s Board of Directors and Board of Commissioners.
- Appointment of the Public Accountant and/or Public Accountant Firm to audit Company Financial Statement for Financial Year 2022.
- Amendment of Company Articles of Association.
- 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 |
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Directors |
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- Meeting was attended by:
The shareholders and their proxies representing 687.343.360 shares, or approximately 81,8265905% of the total number of shares the Company has issued a total of 840.000.000 shares.
- Meeting is chaired by:
Mr. MASRIZAL ACHMAD SYARIEF as President Commissioner based on the Company's Board of Commissioners' Letter Number 01/SK.KOM/PH/V/2022 concerning Chairperson of the GMS Meeting Financial Year 2021 dated May 17th, 2022.
- 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. |
There is no proposals and questions submitted by the Shareholders and its proxies
|
Majority votes |
2. |
There is no proposals and questions submitted by the Shareholders and its proxies
|
Majority votes |
3. |
There is no proposals and questions submitted by the Shareholders and its proxies
|
Majority votes |
4. |
There is no proposals and questions submitted by the Shareholders and its proxies
|
Majority votes |
5. |
There is no proposals and questions submitted by the Shareholders and its proxies
|
Majority votes |
6. |
There is no proposals and questions submitted by the Shareholders and its proxies |
Majority votes |
RESULTS OF THE MEETINGS
First Agenda Meeting
Meeting provide approval by majority votes in the amount 687.343.260 or 99,9999855%, for:
- Approved Company Annual Report, including Supervisory Report of Board of Commissioners for Financial Year 2021 and ratified the Company's Consolidated Financial Statements for Financial Year 2021 ended on December 31th, 2021 which have been audited by Public Accountant Firm (KAP) Hendrawinata Hanny Erwin & Sumargo in accordance with its report Number 00051/2.1127/AU.1/04/0797-1/1/III/2022 dated March, 18th, 2022 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, 2021, 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”.
- Granted full repayment and release of responsibility (volledig acquit et de charge) to members of Company’s Directors and Board of Commissioners for management and supervisory actions that have been carried out during Financial Year 2021 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 majority votes in the amount 687.343.260 or 99,9999855%, for:
- Approved the determination of the Company's net profit Financial Year 2021, which might be distributed to holding entity in the amount of IDR11.070.906.085,00 as follows:
- Dividends in the amount of 60% or IDR6.644.400.000,00.
- The remaining 40% or IDR4.426.506.085,00, is determined as the Company reserve.
- Granted authority and power to Directors of the Company with the right of substitution to determine the schedule and procedure for dividend payments for the 2021 Financial Year in accordance with prevailing regulations.
Third Agenda Meeting
Meeting provide approval by majority votes in the amount amount 687.343.260 or 99,9999855%, for:
Delegated the authority to the Board of Commissioners by obtaining written approval from PT KIMIA FARMA Tbk as Company’s Majority Shareholder to determine remuneration (salary/honorarium, facilities and allowances) for the 2022 Financial Year and tantiem for performance for the 2021 Financial Year for Company’s Directors and Board of Commissioners.
Fourth Agenda Meeting
Meeting provide approval by majority votes in the amount 687.343.260 or 99,9999855% for:
- 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 2022.
- 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 2022 for the purposes of the Company's interests.
- Granted power of attorney to Company’s Board of Commissioners by taking into account the recommendations of Audit Committee which have accommodated the decision of 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 the event that the Public Accountant Firm Hendrawinata Hanny Erwin & Sumargo for any reason, is unable to complete the audit of the Company's Consolidated Financial Statements for Financial Year 2022, including determining audit fees and other requirements for the replacement Public Accounting Firm.
Fifth Agenda Meeting
Meeting provide approval by majority votes in the amount 687.343.260 or 99,9999855% for:
- Approved the amendments of Company's Articles of Association in Articles 3 concerning Company’s Purpose and Objectives and Company's Business Activities, in order to adjusting Indonesian Standard Classification of Business Fields (KBLI) 2020 to comply requirement of Integrated Online Licensing with a Risk-Based Licensing Approach (Online Single Submission Risk Based Approach-OSS RBA).
- Approved to recompile all provisions in Articles of Association in connection with the changes as referred to in point 1 of the decision mentioned above.
- Granted power and authority to 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 Company’s Articles of Association if required by competent authority.
Sixth Agenda Meeting
With reference to a letter submitted by PT KIMIA FARMA Tbk under number 006/DSDM-DS/KF/V/2022 dated May, 24th, 2022, Meeting provide approval by majority votes in the amount 687.343.260 or 99,9999855% upon:
- Changed the nomenclature of Finance and Risk Management Director became Finance and Risk Management and Human Capital Director.
- Adjust the assignment of Mr. DAVID SIDJABAT, originally as Director of Finance and Risk Management of PT PHAPROS Tbk to Director of Finance, Risk Management and Human Capital of PT PHAPROS Tbk with a term of service continuing the remaining positions in accordance with the provisions of the Articles of Association of PT PHAPROS Tbk and the laws and regulations and without prejudice to the right of the General Shareholder Meeting to terminate at any time.
- Confirming honourable dismissal of Company’s Management as follows:
- Mr. ZAINAL ABIDIN as Independent Commissioner of PT PHAPROS Tbk 2018-2022 Period;
- Mrs. TRI ANDAYANI as Marketing Director of PT PHAPROS Tbk;
- Mr. SYAMSUL HUDA as Production Director of PT PHAPROS Tbk 2016-2022 Period;
As of the closing of the Annual General Meeting Shareholder of PT PHAPROS Tbk Financial Year 2021, with gratitude for the contribution of energy and thoughts given during his years of service.
- Confirming appointment of the following names as Company’s Management:
- Mr. BIMO WIJAYANTO Independent Commissioner of PT PHAPROS Tbk;
- Mrs. IMELDA ALINI POHAN as Marketing Director of PT PHAPROS Tbk;
- Mrs. IDA RAHMI KURNIASIH as Production Director of PT PHAPROS Tbk;
For the term of office in accordance with the Articles of Association of PT PHAPROS Tbk and the laws and regulations and without prejudice to the right of General Meeting Shareholder to dismiss at any time.
- With the change Company’s management as referred number 1 to number 4, the complete composition of the Company’s management shall be as follows:
Board of Commissioners |
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Directors |
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- Granting power of attorney and authority to Company’s Directors with substitution rights to take all necessary actions related to decisions of this agenda in accordance with prevailing regulations, including to declare in a separate Notary deed and notify the Company's composition management to Ministry of Law and Human Rights. Human Republic of Indonesia
The 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 and Financial Services Authority Regulation Number 31/POJK.04/2015 concerning Information Disclosure and Material Facts by Issuers or Public Companies as well as in accordance 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 Indonesia Stock Exchange website www.idx.com, Indonesian Central Securities Depository website www.ksei.co.id and Company’s website www.phapros.co.id
SCHEDULE AND PROCEDURES FOR DIVIDEND DISTRIBUTION
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 6th, 2022 June 8th 2022 |
2. |
Early Period of Shares Without Dividend Rights (Ex Dividend) - Regular and Negotiation Market - Cash Market |
June 7th 2022 June 9th 2022 |
3. |
List of Shareholders whose eligible for Dividend (Recording Date) |
April 28th 2022 |
4. |
Date of Cash Dividend Payment |
June 29th 2022 |
Procedures for Cash Dividend Distribution
- Cash dividends will be distributed to the Company's Shareholders whose names are recorded in the Shareholders Register (“DPS”) or recording date on April, 28th 2022 (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, 8th 2022.
- 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, 29th 2022 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.
- 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.
- Shareholders who are Domestic Taxpayers in the form of legal entities who have not yet received a Taxpayer Identification Number (“NPWP”), submit their NPWP to KSEI or the Securities Administration Bureau PT Datindo Entrycom (“BAE”) at the address Jl. Hayam Wuruk No. 28, 2nd Floor, Jakarta 10120 no later than June, 8th 2022. NPWP without inclusion, cash distribution based on the Domestic Taxpayer will be subject to a PPh rate 100% higher than the normal rate.
- 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.
- For 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 25th, 2022
PT PHAPROS Tbk
Directors