July 02, 2025
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SUMMARY OF MINUTES ANNUAL GENERAL MEETING OF SHAREHOLDERS FY 2024 PT PHAPROS Tbk

SUMMARY MINUTES

OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

FOR THE 2024 FINANCIAL YEAR

PT PHAPROS Tbk 

 

The Board of Directors of PT Phapros Tbk (“the Company”) hereby announces to the Shareholders that the Company has convened its Annual General Meeting of Shareholders for the 2024 Financial Year (“Meeting”) on:

  • Date: Monday, June 30, 2025

  • Time: 15:58 – 17:41 WIB

  • Venue: Indonesia Health Learning Institute
    Jl. Cipinang Cempedak I No. 36, East Jakarta

AGENDA OF THE MEETING:

  1. Approval of the Company’s Annual Report and Ratification of the Consolidated Financial Statements, Approval of the Board of Commissioners’ Supervisory Report for the 2024 Financial Year, including the Restatement of the 2023 and 2022 Consolidated Financial Statements, and the granting of full release and discharge (volledig acquit et de charge) to the Board of Directors and Board of Commissioners for their management and supervisory actions conducted in the 2024 Financial Year.

  2. Determination of the Use of the Company’s Net Profit for the 2024 Financial Year.

  3. Determination of Remuneration (Salary/Honorarium, Facilities, and Allowances) for the 2025 Financial Year and Tantiem for the 2024 Financial Year for the Board of Directors and the Board of Commissioners.

  4. Appointment of the Public Accountant and/or Public Accounting Firm to audit the Company’s Consolidated Financial Statements for the 2025 Financial Year.

  5. Approval of Collateralization of the Company’s assets representing more than 50% of the Company’s net worth.

  6. Changes in the Company’s Management Structure.

EXPLANATION OF THE AGENDA ITEMS:

Agenda Items 1 to 4
These are recurring items in the Annual General Meeting of Shareholders, in accordance with the Company’s Articles of Association, Law No. 40 of 2007 on Limited Liability Companies, and regulations issued by the Indonesian Financial Services Authority (OJK).

Agenda Item 5
This is in compliance with Article 16 paragraph 9 of the Company’s Articles of Association and Article 102 of Law No. 40 of 2007, requiring approval from the General Meeting of Shareholders for the collateralization of more than 50% of the Company’s net assets.

Agenda Item 6
This is in accordance with Article 15 paragraph 3 of the Articles of Association and Article 3 paragraph (1) of OJK Regulation No. 33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Public Companies, regarding the filling of a vacant position in the Board of Directors.

NOTIFICATIONS, ANNOUNCEMENTS, AND INVITATIONS

These were conducted in accordance with the Company’s Articles of Association and OJK Regulation No. 15/POJK.04/2020, including:

  • Notification to OJK and the Indonesia Stock Exchange via letters dated May 14, May 21, and June 4, 2025.

  • Announcement to Shareholders via the Company’s website, the Indonesia Stock Exchange’s website, and KSEI’s website on May 21, 2025.

  • Invitation to Shareholders via the same platforms on June 5, 2025.

There were no additional agenda proposals from either the Board of Commissioners or Shareholders by the deadline as stipulated in the Company’s Articles and OJK regulations.

MEETING ATTENDANCE

The meeting was attended by the Board of Commissioners and Board of Directors:

Board of Commissioners

  • President Commissioner: Mr. Maxi Rein Rondonuwu

  • Commissioner: Mr. Masrizal Achmad Syarief

  • Independent Commissioner: Ms. Chrisma Aryani Albandjar

  • Independent Commissioner: Mr. Bimo Wijayanto

Board of Directors

  • Acting President Director / Director of Production: Ms. Ida Rahmi Kurniasih

  • Director of Finance, Risk Management & HR: Mr. Yudhi Rangkuti

  • Director of Marketing: Mr. Maraja Jeson Siregar

The meeting was attended by shareholders and their proxies, both physically and electronically, representing 680,216,500 shares or 80.9781548% of the Company’s total voting shares (840,000,000 shares) as per the Shareholder Register as of June 4, 2025, at 16:00 WIB.

The meeting was chaired by Mr. Maxi Rein Rondonuwu based on the Board of Commissioners’ Decree No. 001/SK.KOM/PH/VI/2025 dated June 2, 2025.

PRESENTATIONS

  • General Company Conditions: Mr. Maxi Rein Rondonuwu

  • Board of Directors Report: Ms. Ida Rahmi Kurniasih

  • Board of Commissioners’ Supervisory Report: Mr. Masrizal Achmad Syarief

  • Net Profit Allocation: Mr. Yudhi Rangkuti

  • Remuneration and Tantiem: Ms. Chrisma Aryani Albandjar

  • Public Accountant Appointment and Management Structure: Delivered by Mr. Maxi Rein Rondonuwu on behalf of PT Kimia Farma Tbk

Shareholders were given the opportunity to raise questions or comments for each agenda item. Only one question was raised during Agenda Item 2.

DECISION-MAKING

Decisions were made by consensus. If consensus was not achieved, voting was conducted through the eASY.KSEI system.

MEETING RESOLUTIONS

Agenda Item 1:
Approved the 2024 Annual Report, ratified the Consolidated Financial Statements including restatements for 2023 and 2022, and granted full release and discharge to the Board of Directors and Board of Commissioners for actions taken in the 2024 Financial Year.

Agenda Item 2:
Approved no net profit allocation due to a net loss in the 2024 Financial Year.

Agenda Item 3:
Authorized the Board of Commissioners (with prior approval from majority shareholder PT Kimia Farma Tbk) to determine the salary/honorarium, facilities, and allowances for 2025 and tantiem for 2024.

Agenda Item 4:
Authorized the Board of Commissioners (with prior approval from PT Kimia Farma Tbk) to appoint a Public Accounting Firm for the 2025 audit, including fees and terms, and to appoint a substitute firm if necessary.

Agenda Item 5:
Approved asset collateralization up to Rp606,509,410,000 (more than 50% of net assets), and authorized the Board of Directors to take necessary actions in accordance with laws and third-party agreements.

Agenda Item 6:
Resolved that there is no change in the Company’s management structure. The current composition is as follows:

Board of Commissioners

  • President Commissioner: Maxi Rein Rondonuwu

  • Commissioner: Masrizal Achmad Syarief

  • Independent Commissioner: Chrisma Aryani Albandjar

  • Independent Commissioner: Bimo Wijayanto

Board of Directors

  • President Director: Vacant (Acting: Ida Rahmi Kurniasih)

  • Director of Production: Ida Rahmi Kurniasih

  • Director of Finance, Risk Management & HR: Yudhi Rangkuti

  • Director of Marketing: Maraja Jeson Siregar

Also granted power and authority to the Board of Directors, with substitution rights, to undertake all actions required by this resolution, including execution before a Notary and notifying the Ministry of Law and Human Rights.

Jakarta, July 1, 2025
PT PHAPROS Tbk
The Board of Directors 

 

  

SUMMARY OF MINUTES ANNUAL GENERAL MEETING OF SHAREHOLDERS FY 2024

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