Summary of Minutes of Extraordinary General Meeting of Shareholders PT Phapros Tbk

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

Day/date        : Monday, August 26, 2019
Time              : 10.10 - 11.35 WIB
Venue            : Dua Mutiara 3 Ballroom, 2nd Floor
                       JW Marriott Hotel
                       Jl. DR Ide Anak Agung Gde Agung
                       Kav.E.1.2 No.1 & 2, Mega Kuningan District
                       Jakarta 12950

With the EGMS agenda as follows:
1.    Amendment to the Company's Articles of Association.
2.    Adding capital with Pre-emptive Rights (Pre-emptive Rights).
3.    Changes in the composition of the Company's Management.
 
A.    The EGMS was attended by the Members of the Company's Board of Commissioners and Directors as follows:

B.    The EGMS was attended by:
Shareholders and their proxies representing 568.630.300 shares, or approximately 67.69% of the total number of shares the Company has issued a total of 840,000,000 (eight hundred forty million) shares.

C.    The EGMS is chaired by:
Mr. ZAINAL ABIDIN as Independent Commissioner based on the Company's Board of Commissioners' Meeting on August 21, 2019.

D.    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 questioner / opinion    Deliberation to reach a consensus
2.    1 (one) questioner, and
1 (one) response, i.e:
Mr. M. SAMAN as the attorney of Mr. ANDRY ANSJORI, owner and holder of 6,000 shares in the Company (0.00%);    Voting
3.    1 (one) questioner, i.e:
Mr. M. SAMAN as the attorney of Mr. ANDRY ANSJORI, owner and holder of 6,000 shares in the Company (0.00%);
1 (one) proposal, i.e.
Mr. ROMY TAOFIK SUDRAJAT, owner and holder of 20,000 shares in the Company (0.00%);    Deliberation to reach consensus


RESULTS OF THE EGM
First Agenda Meeting
The meeting gave unanimous approval based on deliberations to reach consensus to:
1.    Aligning the Company's articles of association with the articles of association of PT Kimia Farma (Persero) Tbk. by changing the Company's Articles of Association, among others, as follows:
-    Article 1 concerning Name and Position, namely paragraph (2);
-    Article 3 concerning Purpose and Objectives and Business Activities namely paragraph (1), (2), and (3);
-    Article 4 regarding Capital, namely paragraphs (3), (4), (5), (6), (7) and (8);
-    Article 5 concerning Shares, namely paragraphs (5) and (9);
-    Article 6 concerning Share Certificates, namely paragraphs (1), (3), (5) and (6);
-    Article 7 concerning Substitute Stock, namely paragraphs (1), (2), (3), (4) and (5);
-    Article 9 regarding the Register of Shareholders and Special Register, namely paragraphs (9) and (10);
-    Article 10 concerning the Transfer of Rights to Shares, namely paragraph (3), (9) and (10);
-    Article 11 regarding General Meeting of Shareholders, namely paragraphs (5), (6), (7) and (8);
-    Article 12 regarding the Place, Notification, Announcement, Summons, and Time of the General Meeting of Shareholders, namely paragraphs (3), (5), (6), (7), (8), (9), (10), and (15);
-    Article 14 regarding Decision, Quorum of Attendance, Quorum of Decision in General Meeting of Shareholders and Minutes of General Meeting of Shareholders, namely paragraph (2), (3), (4), and (5);
-    Article 15 concerning Directors, namely paragraphs (2), (3), (5), (6), (11), (12), (13), (14), (15), (16), (17) and (18);
-    Article 16 concerning the Duties and Authorities of Directors, namely paragraph (7), (8), (9), (11), (23), (24), (25), and (26);
-    Article 17 concerning the Rights and Obligations of Directors, namely paragraph (1);
-    Article 18 concerning Board of Directors Meetings, namely paragraphs (1), (3), (14), (17), (18), (24), (25), (26), (27), and (29);
-    Article 19 regarding the Board of Commissioners, namely paragraph (3), (4), (5), (6), (11), (12), (13), (14), (20), (21), (23) ) and (24);
-    Article 20 concerning the Duties and Authorities of the Board of Commissioners, namely paragraph (2) and (15);
-    Article 21 regarding Board of Commissioners' Meetings, namely paragraphs (1), (23), (24), (25) and (26);
-    Article 22 concerning Work Plans, Fiscal Years and Annual Reports, namely paragraphs (1), (2), (3), (4), (5), (6), (7), (8), (9) , (10), (11), (12), (13), (14), (15), (16) and (17);
-    Article 23 concerning the Use of Profit and Dividend Distribution, namely paragraphs (1), (2), (3), (4), (5), (6), (7), (8), (9), (10) , (11), (12), (13) and (14);
-    Article 25 concerning Amendments to the Articles of Association, namely paragraphs (6) and (7);
-    Article 26 concerning Merger, Consolidation, Acquisition and Separation, namely paragraph (1)
-    Article 27 concerning Dissolution, Liquidation, and Termination of Legal Entity Status paragraph (2), (3), (4), and (5); and
-    Article 29 concerning Closing Regulations, paragraph (2).
2.    Approve the amendment to article 3 regarding the Purpose and Objectives and Business Activities in accordance with the Regulation of the Head of the Central Statistics Agency Number 95 Year 2015 as amended by the Regulation of the Head of the Central Statistics Agency Number 19 of 2017 concerning the Standard Classification of Indonesian Business Fields, with the following scope
-    To achieve the aims and objectives referred to in Article 3 paragraph 1 of this Articles of Association, the Company may carry out the main business activities as follows:
-    chemical industry and articles of chemicals;
-    pharmaceutical industry, chemical drug products and traditional medicines;
-    rubber industry, rubber and plastic goods (specifically for the pharmaceutical industry, medical devices and chemical industry);
-    glass goods industry (specifically for the pharmaceutical industry, medical devices and the chemical industry);
-    clay / ceramic and porcelain goods industry (specifically for the pharmaceutical industry, medical devices and chemical industry);
-    industrial measuring instruments and test equipment (specifically for the pharmaceutical industry, medical devices and the chemical industry);
-    irradiation, electromedical and electrotherapy equipment industries (specifically for the pharmaceutical industry, medical devices and the chemical industry);
-    medical and dental equipment industries and their equipment;
-    wholesale trade of pharmaceuticals, chemical drug products and traditional medicines;
-    large trade in basic chemicals and materials;
-    large trade in photographic equipment and optical goods (specifically for the pharmaceutical industry, medical devices and the chemical industry);
-    large trade in medical equipment;
-    retail trade in chemicals, pharmaceutical goods and medical devices;
-    analysis and technical testing;
-    animal health activities;
-    human health activities;
-    In addition to the main business activities as referred to in Article 3 paragraph 2 of this Articles of Association, the Company may carry out supporting / supporting business activities in the context of optimizing the utilization of its resources, as follows:
a.    food industry;
b.    beverage industry;
c.    cosmetics industry;
d.    glass goods industry (specifically for the food, beverage and cosmetics industry);
e.    major trade in food, beverages, cosmetics and supplies for the food, beverage and cosmetics industries
f.    retail trade of food, beverages, cosmetics and equipment for the food, beverage and cosmetics industries.

Second Agenda Meeting
The meeting gave approval by a majority vote of 74% (seventy four percent) for additional capital with Pre-emptive Rights (Pre-emptive Rights).
1.    To approve the Increase in Issued and Paid-Up Capital of the Company by giving Pre-emptive Rights to a maximum of 862,745,098 shares which are ordinary shares on behalf of a nominal value of Rp100, - (one hundred Rupiah) for each new share, which will be exercised after effective Registration Statement from the Financial Services Authority.
2.    Giving power of attorney to the Company's Directors to take all necessary actions in connection with the Limited Public Offering (PUT) by granting the Company's Pre-emptive Rights (HMETD), including but not limited to fulfilling the requirements specified in the Company's Articles of Association and Laws and Regulations. Applicable regulations include POJK No. 32/2015 juncto POJK No. 14/2019, including including:
a.    Determine the certainty of the number of shares issued in the context of a Limited Public Offering (PUT) by giving Pre-emptive Rights (HMETD);
b.    Determine the ratio of Shareholders entitled to Limited Public Offering (PUT) by giving Pre-emptive Rights (Pre-emptive Rights);
c.    Determine the exercise price in the framework of a Limited Public Offering (PUT) by granting Pre-emptive Rights (Pre-emptive Rights);
d.    Determine the certainty of the date of the Register of Shareholders (DPS) entitled to Pre-emptive Rights (Pre-emptive Rights);
e.    Determine the certainty of the use of funds;
f.    Determine the certainty of the Limited Public Offering (PUT) schedule by granting Pre-emptive Rights (Pre-emptive Rights);
g.    Sign the documents required in the context of a Limited Public Offering (PUT) by granting Pre-emptive Rights (HMETD) including Notarial deeds and their amendments and / or additions.
3.    Approve changes to the Company's Articles of Association in connection with the addition of paid up capital/placed in the Company after the Limited Public Offering (PUT) by granting Pre-emptive Rights (HMETD) has been completed.
4.    Approve to grant power and authority to the Company's Board of Commissioners to state the realization of the number of shares issued in a Limited Public Offering (PUT) by granting such Pre-emptive Rights (Rights), carry out the decision of the Meeting and determine the certainty of the amount of issued and paid up capital and declare the amendment to the Company's Articles of Association before a Notary, in connection with a Limited Public Offering (PUT) by granting Pre-emptive Rights (HMETD) upon completion, further informing the amendment to the Articles of Association of the Company to the Minister of Law and Human Rights, and to take all necessary actions. necessary in connection with the decision in accordance with the applicable laws and regulations.

Third Agenda Meeting
With reference to a letter submitted by PT Kimia Farma (Persero) Tbk under number 20/DIR-UT/VIII/2019 dated August 26, 2019, the Meeting gave its unanimous agreement to reach consensus on:
1.    Changes in the composition of the Company's Management, as follows:
a.    Agree to the discharge with respect:
-    Mr. JOHANES NANANG MARJIANTO as President Commissioner; and
-    Mr. FRANSETYA HASUDUNGAN HUTABARAT as Director of Human Resources and General Affairs
accompanied by the highest appreciation and gratitude for all the help of energy and thought during his tenure, which dismissal has been received by Mr. JOHANAN NANANG MARJIANTO and Mr. FRANSETYA HASUDUNGAN HUTABARAT and provide liberation and repayment (acquit et de charge) for all actions the law carried out.
b.    Assign:
-    Mr. VERDI BUDIDARMO as President Commissioner
for the term of office which will expire at the close of the 5th Annual General Meeting of Shareholders since the close of this Meeting provided that it can be terminated by the GMS at any time.
c.    Reassign:
-    Mr. MASRIZAL ACHMAD SYARIEF as Commissioner; and
-    Mr. FASLI JALAL as Independent Commissioner
each for a term that will expire at the close of the 5th Annual GMS since the close of this Meeting, provided that it can be dismissed by the GMS at any time.
d.    The position of Director of HR and General is currently vacant and will be filled as soon as possible

2.    Therefore, the complete composition of the Company's Board of Commissioners and Directors as of the closing of the Meeting shall be as follows:

3.    Ratify all legal actions taken by Mr. FASLI JALAL and/or Mr. MASRIZAL ACHMAD SYARIEF in their respective positions as Independent Commissioners and Commissioners during the period that lasted from the close of the Annual General Meeting of Shareholders for the 2018 Financial Year until the closing of this Meeting, including ratifying the transfer of shares owned by PT RNI (Persero) to PT Kimia Farma Tbk as contained in the Deed of March 27, 2019 Number 31 made before Utiek Rochmuljati Abdurachman, SH, MLI, Mkn, Notary in Jakarta.
4.    Provide acquit et de charge for all legal actions from Mr. FASLI JALAL and/or Mr. MASRIZAL ACHMAD SYARIEF as long as the legal actions are reflected in the Financial Statements of Fiscal Year 2019 and do not contain criminal elements.

Announcement of the Summary of Minutes of this Meeting to comply with the provisions of the Financial Services Authority Regulation No. 32/POJK.04/2014 concerning Plans and Organization 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 Directors and Board of Commissioners of Issuers or Public Companies.

Jakarta, August 28, 2019
PT PHAPROS Tbk
The Directors

Note: This advertisement for the EGMS call was published in the Bisnis Indonesia daily published on Wednesday, August 28, 2019