The First and Second Agendas

1. The approval of the PT. Kimia Farma (Persero) Tbk's (hereinafter shall be referred to as “the Company”) Annual Report for the financial year of 2017, including reports on Corporate Activities, the Board of Commissioners Supervisory Actions Report and the validation of the Company’s Financial Statement ended on 31 December 2017.

2. The approval of the Company’s Annual Report of Partnership & Community Development Program for the financial year of 2017 and the validation of its financial statements ended 31 December 2017.

Legal Basis:

  • Article 18 and Article 21 of the Articles of Association of the Company
  • Article 17 and Article 18 the Regulation of the Minister of State-Owned Enterprises No. PER-09/MBU/07/2015 concerning Partnership & Community Development Program of State-Owned Enterprises as amended by Regulation of the Minister of State-Owned Enterprises No. PER-02/MBU/7/2017 concerning Second Amendment to Regulation of the Minister of State-Owned Enterprise No. PER-09/MBU/07/2015 concerning Partnership & Community Development Program of State-Owned Enterprises (hereinafter shall be referred to as “PCDP Regulation”).

Explanation:

Shall be presented and requested for approval / ratification from the Shareholders, regarding:

a. The Consolidated Annual Report of the Company for the Financial Year of 2017, including reports on the Board of Commissioners Supervisory Actions Report for the Financial Year of 2017 and Company Financial Statements for Financial Year of 2017 audited by Public Accountant Office Hadori Sugiarto Adi and Partners (Member of HLB International), in accordance with its report Number 027/LAI-KF/II/18 dated February 19 2018, which stated the opinion Reasonable for all material aspects.

b. The Annual Report on the Implementation of Partnership and Community Development Program for the Financial Year of 2017 audited by Public Accountant Office Hadori Sugiarto Adi and Partners (Member of HLB International) in accordance with its report No. 009/LAI-KF/PKBL/II/18 dated February 09 2018, which the opinion Reasonable for all material aspects.

 

Third Agenda

The determination of the use of the Company’s Net Profits of the financial year of 2017.

Legal Basis:

  • Article 21 and Article 26 of the Articles of Association of the Company.

Explanation:

  • In the financial Year of 2017, the Company has recorded the consolidated attributable Net Income in the amount of Rp.326,786,249,091 (three hundred twenty six billion seven hundred eighty six million two hundred forty nine thousand ninety one Rupiahs). The Company will propose the determination of the Company's Net Profit for the financial year of 2017 to be allocated for dividends and Company's reserves in the Annual GMS to be held on April 19, 2018. The Company's Dividend Sharing History as follows:

Explanation

Financial Year

2016

2015

2014

2013

2012

Percentage of Attributable Profits

20%

20%

20%

25%

15%

 

 

Fourth Agenda

The determination of the remuneration (salary, allowance, and facilities) for the Board of Commissioners and the Board of Directors of the Company for the financial year of 2018 as well as tantiem for the financial year of 2017.

Legal Basis:

  • Article 11 Paragraph 19 and Article 14 Paragraph 30 of the Articles of Association of the Company.
  • Regulation of the Minister of State-Owned Enterprises Number PER-04/MBU/2014 concerning Guidelines for Earnings of Directors, Board of Commissioners and Board of Supervisors of State-Owned Enterprises as lastly amended by Regulation of the Minister of State-Owned Enterprises Number PER-01/MBU/06/2017.

Explanation:

On the Fourth Agenda of the Meeting, the Company will propose to the General Meeting of Shareholders to approve the following matters:

a. Grant authority and power to the Serie A Dwiwarna Shareholder to determine the amount of Tantiem for financial year of 2017 and to determine honorarium, allowances and other facilities for members of the Board of Commissioners for the financial year of 2018.

b. Grant authority and power to the Board of Commissioners by obtaining written approval from the Serie A Dwiwarna Shareholder to determine the amount of Tantiem for the financial year of 2017 and to determine the remuneration, allowances and other facilities for the Board of Directors for the financial year of 2018.

 

Fifth Agenda

The appointment of a Registered Public Accountants Firm to perform the audit on the Company’s Financial Statements and the Financial Statements of Partnership & Community Development Program for the financial year of 2018.

Legal Basis:

  • Article 21 Paragraph (1) and (2) of the Articles of Association of the Company.

Explanation:

  • The appointment of a Registered Public Accountants Firm to perform the audit on the Company’s Consolidated Financial Statements and the Financial Statements of Partnership & Community Development Program for the financial year of 2018 which will end in 31 December 2018, is still in progress.

 

Sixth Agenda

Amendment of Company’s Articles of Association

Legal Basis:

  • Article 28 Paragraph (2) and Article 25 Paragraph (5) of the Articles of Association of the Company.
  • Article 19 Paragraph (1) Law Number 40 of 2007 concerning Limited Liability Companies.

Explanation:

  • Based on Article 28 Paragraph (2) and Article 25 Paragraph (5) of the Articles of Association of the Company, in conjunction with Article 19 Paragraph (1) Law Number 40 of 2007 concerning Limited Liability Companies, amendments to the Articles of Association are determined by the General Meeting of Shareholders (GMS).

 

 

Seventh Agenda

Inauguration of the adoption of the Regulation of the Minister of State-Owned Enterprises No. PER-03/MBU/08/2017 concerning Guidelines for Cooperation of State-Owned Enterprises as amended by Regulation of the Minister of State-Owned Enterprises No. PER-04/MBU/09/2017 concerning Amendment to Regulation of the Minister of State-Owned Enterprise No. PER-03/MBU/08/2017 concerning Guidelines for Cooperation of State-Owned Enterprises (hereinafter shall be referred to as “Cooperation Regulation”)

Legal Basis:

  • Article 10 of the Cooperation Regulation.

Explanation:

  • Based on Article 10 of the Cooperation Regulation, Public Listed State-Owned Company may adopt the Cooperation Regulation, the adoption must be confirmed in the General Meeting of Shareholders of the Company.

 

Eight Agenda

Amendment of Board of Commissioners and/or Board of Directors Composition.

Legal Basis:

  • Article 11 Paragraph (10) and Article 14 Paragraph (12) of the Articles of Association of the Company.
  • Regulation of the Minister of State-Owned Enterprises Number PER-02/MBU/02/2015 Concerning Requirements and Procedures for Appointment and Dismissal of Members of the Board of Commissioners and Board of Supervisors of State-Owned Enterprises (hereinafter shall be reffered to “Regulation of Management Appointment and Dismissal Procedures”).

Explanation:

There are several members of the Board of Commissioners of the Company whose term of office will end:

  • Dr. Farid Wadjdi Husain, Sp.B., KBD., Chief Commissioner / Independent (1 time term of office);
  • Prof. DR. Dewi Fortuna Anwar, MA., Commisioner (1 time term of office).

Explanation:

  • This Materials of the Meeting is made to meet the requirements of Article 15 Paragraph (2) and Paragraph (1) of POJK No.32/POJK.04/2014 as amended by POJK No. 10/POJK.04/2017 concerning the Plan and Implementation of the General Meeting of Shareholders of the Public Listed Company, which essentially regulates the obligations of the Public Listed Company to provide the Materials of the Meeting from the date of the Summon of the Meeting until the date of execution of the Meeting with the exception of Article 15 Paragraph (7) letter b, in the event of the Meeting Agenda is related to the appointment of members of the Board of Directors and / or members of the Board of Commissioners, the resumes of candidates for members of the Board of Directors and / or members of the Board of Commissioners, shall be available at other times but not later than the execution of General Meeting of Shareholders, as long as regulated in the legislation.
  • Based on the Regulation of the Minister of State-Owned Enterprises Number PER-03/MBU/02/2015 Concerning Requirements, Procedures of Appointment, and Dismissal of Members of the Board of Directors of State-Owned Enterprises and Regulation of Management Appointment and Dismissal Procedures, mentioned that the resumes of candidates for members of the Board of Directors and / or members of the Board of Commissioners to be nominated for appointment in the GMS shall be made available and announced at the time of the holding of the GMS prior to the decision of the appointment as members of the Board of Directors and / or members of the Board of Commissioners.

 

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