December 18, 2023
SUMMARY OF MINUTES EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS 2023 PT PHAPROS Tbk
SUMMARY OF MINUTES
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT PHAPROS Tbk
Board of Director PT Phapros Tbk ("the Company”) which domiciled in South Jakarta, hereby invites the Shareholders of the Company to attend Extraordinary General Meeting of Shareholders ("Meeting"), that held on:
Day/Date : Thursday, December 14th 2023
Time : 16.25 – 16.51 Western Indonesian Time
Venue : Kimia Farma Corporate University
Cipinang Cempedak I Street No. 36, East Jakarta
With the Meeting agenda as follow:
Changes the composition Management of the Company
Brief description:
This Agenda held to comply the provisions of: (i) Regulation of the Financial Services Authority Number 33/POJK.04/2014 regarding the Board of Directors and Board of Commissioners of Issuers or Public Companies ("POJK 33/2014") (ii) Regulation of the Financial Services Authority of the Republic of Indonesia Number 15/POJK.04/2020 regarding the Plan and Organisation of General Meeting of Shareholders of Public Companies ("POJK 15/2020"); (iii) Article 94 paragraph (5) jo. Article 111 paragraph (5) of Law No. 40 of 2007 on Limited Liability Companies ("Company Law"); and (iv) Article 15 paragraph (3.a) jo. Article 19 paragraph (4.a) of the Company's Articles of Association ("Company's Articles of Association") which states that the Board of Directors and Board of Commissioners are appointed and dismissed by the Meeting.
- Notification, Announcement and Invitation of the Meeting already held in accordance with Article 12 paragraph (4), (5) paragraph (6), and paragraph (8) of Articles of Association of the Company and Article 12, Article 13 paragraph (1), Article 14 paragraph (1), and Article 17 paragraph (1) of Financial Services Authority Regulation Number 15/POJK.04/2020 regarding Plans and Organizing of General Meeting of Shareholders of Public Companies (“POJK 15/2020”), as follow:
NOTIFICATION of the conduct plan of the Meeting already implemented by sending letter to the Financial Services Authority ("OJK") on October 31st 2023 with Number 007/HK 100/31/X/2023.
ANNOUNCEMENT to the Shareholders of the Company regarding conduct plan of the Meeting already implemented by uploading advertisements on the website of the Company (http://www.phapros.co.id), website of Indonesia Stock Exchange (http://idx.co.id), and Indonesian Central Securities Depository website (https://www.ksei.co.id), on November 07th 2023.
INVITATION to Shareholders of the Company regarding conduct plan of the Meeting Meeting already implemented by uploading advertisements on website of the Company (http://www.phapros.co.id), the website of Indonesia Stock Exchange (http://idx.co.id), and Indonesian Central Securities Depository website (https://www.ksei.co.id), on November 22nd 2023.
Materials for the Agenda of the Meeting already uploaded on website of the Company (http://www.phapros.co.id).
- There is no additional proposed Meeting Agenda from the Board of Commissioners or Shareholders of the Company until the deadline as specified in Article 12 paragraph (7) letter a of Articles of Association of the Company and Article 16 paragraph (1) POJK 15/2020, until 7 days before the date of Invitation if the Meeting which was announced on November 22nd 2023.
- The Meeting was attended by members of the Board of Commissioners and members of the Board of Directors of the Company, as follows:
BOARD OF COMMISSIONERS
Chief Commissioner : Mr. MAXI REIN RONDONUWU;
Commissioner : Mr. MASRIZAL ACHMAD SYARIEF;
Independent Commissioner : Ms. CHRISMA ARYANI ALBANDJAR;
Independent Commissioner : Mr. BIMO WIJAYANTO.
BOARD OF DIRECTOR
Finance, Risk Management
& Human Capital Director : Mr. DAVID SIDJABAT;
Marketing Director : Mr. MARAJA JESON SIREGAR;
Production Director : Mrs. IDA RAHMI KURNIASIH;
Institutional Relations Director : Mr. NURTJAHJO WALUJO WIBOWO.
and Shareholders and Shareholders Attorney both physically and electronically present, representing a total of 564,758,110 (five hundred sixty-four million seven hundred fifty-eight thousand one hundred and ten) shares or constituting 67.2331083% (sixty-seven point two three one zero eight three percent) of the total number of shares with valid voting rights issued by the Company up to the day of the Meeting, namely 840,000,000 (eight hundred forty million) shares by taking into account the Company's Register of Shareholders as of November 21st, 2023 at 16.00 Western Indonesian Time.
- The meeting chaired by Mr. MAXI REIN RONDONUWU as the Chief Commissioner of the Company, based on Board of Commissioners of the Company Decree Number 04/S.KOM/PH/XI/2023 dated November 27th, 2023 regarding Determination of Chairperson of Extraordinary General Meeting of Shareholders of PT PHAPROS Tbk.
- In the Agenda of the Meeting, the presentation on the General Condition of the Company was delivered by the President Commissioner Mr. MAXI REIN RONDONUWU, and the presentation on the Changes in the Management Composition of the Company was delivered by the representative of PT KIMIA FARMA Tbk through Mr. MAXI REIN RONDONUWU.
- In the Agenda of the Meeting, Shareholders and Shareholders Attorney were given the opportunity to ask questions or opinions. In the session of the Meeting Agenda, there were no Shareholders and Shareholders Attorney who asked questions, but there was 1 (one) Shareholder who expressed his opinion directly.
- Whereas the decision-making mechanism at the Meeting is carried out by deliberation to reach a consensus in accordance with Article 40 POJK 15/2020 with regard of Article 28 POJK 15/2020. In the event that deliberations for consensus are not reached, then the decision is taken by voting. The voting mechanism is carried out openly and is calculated from the votes legally issued from the Meeting and through eASY.KSEI system.
- Whereas in the Meeting already take a decision as stated in the deed "Minutes of the Extraordinary General Meeting of Shareholders of PT PHAPROS Tbk" dated December 14th 2023, Number 09, which the deed to be drawn up by me, the Notary, which in essence were as follow:
In the Agenda of the Meeting
From all shares with valid voting rights present and/or represented either physically or electronically at the Meeting, 100 (one hundred) shares or 0.0000177% (zero point zero zero zero zero one seven seven percent) voted Disagree; there were no Shareholders or Shareholders Attorney who voted Abstain; while the rest, amounting to 564,758,010 (five hundred sixty four million seven hundred fifty eight thousand ten) shares or 99.9999823% (ninety nine point nine nine nine nine eight two three percent) voted Agree.
Therefore:
"Based on Letter Number 056/DU-DU/KF/XII/2023 regarding Changes Composition Management of the Company of PT PHAPROS Tbk dated December 14th 2023 with considering Articles of Association of the Company and President Director of PT BIO FARMA (Persero) Letter Number SD-006.14/DIR/XII/2023 dated December 14th 2023 regarding Responses and Aspirations for Changes in the Management of Grandchild and Great-grandchild of PT BIO FARMA (Persero), then the Meeting with the most votes, namely 564,758,010 (five hundred sixty four million seven hundred fifty eight thousand ten) shares or constitute 99.9999823% (ninety nine point nine nine nine nine eight two three percent) of the total votes cast in the Meeting decided:
- Confirming the honorable dismissal of Mr. HADI KARDOKO as President Director of PT PHAPROS Tbk as of the closing of the Extraordinary General Meeting of Shareholders of PT PHAPROS Tbk 2023, with gratitude for the contribution of energy and thought given during the service.
- To respectfully dismiss Mr. DAVID ELEZAAR SONAK SIDJABAT as Director of Finance, Risk Management and Human Capital of PT PHAPROS Tbk as of the closing of the Extraordinary General Meeting of Shareholders of PT PHAPROS Tbk 2023, with gratitude for the contribution of energy and thought given during the service.
- Abolishing nomenclature of the position of Director of Institutional Relations of PT PHAPROS Tbk in accordance with the provisions of the Articles of Association of PT PHAPROS Tbk and laws and regulations.
- To respectfully dismiss Mr. NURTJAHJO WALUJO WIBOWO as Director of Institutional Relations of PT PHAPROS Tbk as of the closing of the Extraordinary General Meeting of Shareholders of PT PHAPROS Tbk 2023, with gratitude for the contribution of energy and thought given during the service.
- Appointing Mr. DAVID ELEZAAR SONAK SIDJABAT as President Director of PT PHAPROS Tbk with a term of office to continue in accordance with the provisions of the Articles of Association of PT PHAPROS Tbk and laws and regulations and without prejudice to the right of the General Meeting of Shareholders to dismiss at any time.
- Appointing Mr. YUDHI RANGKUTI as Director of Finance, Risk Management and Human Capital of PT PHAPROS Tbk with a term of office in accordance with the provisions of the Articles of Association of PT PHAPROS Tbk.
- With the abolish of the nomenclature of positions, dismissal, and appointment of Directors as referred to in number 1 (one) to number 6 (six), the composition of the Management of PT PHAPROS Tbk becomes as follows:
BOARD OF COMMISSIONERS
Chief Commissioner : Mr. MAXI REIN RONDONUWU;
Commissioner : Mr. MASRIZAL ACHMAD SYARIEF;
Independent Commissioner : Ms. CHRISMA ARYANI ALBANDJAR;
Independent Commissioner : Mr. BIMO WIJAYANTO.
BOARD OF DIRECTOR
President Director : Mr. DAVID SIDJABAT (DAVID SIDJABAT);
Finance, Risk Management
& Human Capital Director : Mr. YUDHI RANGKUTI (YUDHI A.F. RANGKUTI);
Marketing Director : Mr. MARAJA JESON SIREGAR;
Production Director : Mrs. IDA RAHMI KURNIASIH;
The Meeting grants power and authority to the Board of Directors of the Company with substitution rights to take all necessary actions in connection with the resolutions of the agenda of this Meeting in accordance with applicable regulations, including to state in a separate Notarial deed and notify changes in the composition of the Company's management to the Ministry of Law and Human Rights of the Republic of Indonesia.”
Announcement of this Minutes of Meeting Summary is to comply the provisions of Financial Services Authority Regulation Number 15/POJK.04/2020 regarding Plans and Implementation of General Meeting of Shareholders of Public Companies, This Minutes of Meeting Summary also published on website of the Company at www.phapros.co.id.
Jakarta, December 18th 2023
PT PHAPROS Tbk
Board of Directors