ANNOUNCEMENT

SUMMARY OF MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

PT KIMIA FARMA (PERSERO) Tbk.

19 APRIL 2018

The Board of Directors of PT Kimia Farma (Persero) Tbk., (hereinafter referred as the “Company"), having its domicile in Central Jakarta, hereby announces that the Company has convened the Annual General Meeting of Shareholders (hereinafter referred as the “Meeting") on:

Day/Date       : Thursday/19 April 2018

Time               : 14.56 to 16:43 Western Indonesia Time (WIB)

Venue             : Flores Ballroom, Borobudur Hotel, Jalan Lapangan Banteng Selatan -

Central Jakarta

The Meeting was chaired by Mr. Farid Wadjdi Husain as President Commissioner/ Independent Commissioner based on resolution of the Board of Commissioners Number : KEP - 004/KOM-KF/IV/2018 dated 02 April 2018.

A. Attendance of Board of Commissioners and Board of Directors

The Meeting was attended by 5 (five) members of Board of Commissioners and 5 (five) members of Board of Directors, as follows:

Board of Commissioners

Board of Directors

President Commissioner/ Independent Commissioner

Mr. Farid Wadjdi Husain President Director Mr. Honesti Basyir

Commisioner

Mrs. Dewi Fortuna Anwar

Director of Finance

Mr. I Gusti Ngurah Suharta Wijaya

Commisioner

Mr. Untung Suseno Sutarjo Director of Production & Supply Chain Mr. Verdi Budidarmo

Commisioner

Mr. Muhammad Umar Fauzi Director of Business Development Mr. Pujianto
Independent Commissioner Mr. Wahono Sumaryono Director of General Affair & Human Capital

Mr. Arief Pramuhanto

B. Attendance of the Shareholders

The Meeting was attended by shareholders and/or their proxy/representative, representing 5.285.743.834 shares in the Company, including the series A Dwiwarna share, or constituting 95,1700366 % of the total shares with valid voting rights that have been issued by the Company up to the date of Meeting, totaling 5,554,000,000 shares which consists of:

l  1 (one) series A Dwiwarna share; and

l  5,553,999,999 (Five Billion Five Hundred Fifty Three Million Nine Hundred Ninety Nine Thousand Nine Hundred Ninety Nine) series B shares,

with regard to the Company's Shareholders Registry dated 27 March 2018.

c. Meeting Agendas

The Meeting was convened with the following agendas:

  1. The approval of the Company’s Annual Report for the financial year of 2017, including reports on Corporate Activities, Supervisory Actions Report of the Board of Commissioners 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.
  3. The determination of the use of the Company’s Net Profits for the financial year of 2017.
  4. The determination of the honorarium/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.
  5. 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.
  6. The Amendment of Company’s Articles of Association
  7. The 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.
  8. The Amendment of Board of Commissioners and/or Board of Directors Composition.

D. Opportunity for Discussion

In each Meeting Agenda, opportunities were provided to the shareholders and its proxy/representative to raise questions regarding the agenda or issue(s) presented/discussed.

E.Meeting Resolution Mechanism

Meeting resolutions were resolved based on an amicable deliberation to reach a mutual consensus. In the event that the resolutions based on the amicable deliberation failed to be reached, the resolutions were resolved by way of voting. Voting were performed by vote cards and the counting were done electronically.

F.Independent Party for Vote Counting

The Company has appointed independent parties, which are Notary Mochamad Nova Faisal S.H., M.Kn and PT Datindo Entrycom to count and/or validate the votes.

G.Meeting Resolutions

The Meeting has resolved the following resolutions as set forth in deed of “Minutes of the Annual General Meeting of Shareholders of PT KIMIA FARMA (PERSERO) Tbk” dated 19 April 2018 Number 46 made by Notary Mochamad Nova Faisal S.H., M.Kn., which summary is as follows:

  1. First Meeting Agenda: “The approval of the Company’s Annual Report for the financial year of 2017, including reports on Corporate Activities, Supervisory Actions Report of the Board of Commissioners and the validation of the Company’s Financial Statement ended on 31 December 2017”.
    1. Number of Questioners (In the First Meeting Agenda there were 2 (two) questioner(s))
    2. Voting Calculations
DISAGREE ABSTAIN AGREE
0% 0% 100 %

c. Resolution

Therefore: Mutual consensus was reached by amicable deliberation, the Meeting decided as follows:

  1. To Approve the Annual Report on the conditions and progress of the Company during the Financial Year of 2017 including the Supervisory Actions Report as performed by the Board of Commissioners during the Financial Year of 2017;
  1. To approve and to validate the Company’s Financial Statements for the financial year 2017, the consolidated financial statements of financial positions of the Company, including its subsidiaries, as well as the consolidated financial performance and cash flows for the financial year which ended on December 31, 2017 as audited by the Public Accounting Firm Hadori Sugiarto Adi & Rekan stated in Report Number 027/LAI-KF/II/2018 Dated 19 February 2018, in accordance with Indonesian Financial Accounting Standards, with an audit opinion of fair in all material aspects, and to approve the release and discharge (volledig acquit et de charge) to all members of the Board of Directors and Board of Commissioners from the management and supervisory actions carried out through the financial year of 2017, in so far as such actions are not actions related to crime and/or actions contradictory to the law/legislation.
  2. Second Meeting Agenda: “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”.
  1. Number of Questionersz (In the Second Meeting Agenda there were no question(s) asked.)
  2. Voting Calculations
DISAGREE ABSTAIN AGREE
0% 0% 100%

c. Resolution
Therefore: Mutual consensus was reached by amicable deliberation, the Meeting decided as follows:

  1. To approve and to validate the Annual Report of Partnership and Community Development Program for the financial year ended December 31, 2017 as audited by the Public Accounting Firm Hadori Sugiarto Adi & Rekan stated in Report Number 009/LAI-KF/PKBL/II/2018 Dated 09 February 2018, with an audit opinion of fair in all material aspects, to approve and to validate the financial position and the activities of collection and channeling of funds of the Company's regarding Partnership And Community Development Program that ended on 31 December 2017 in accordance with Indonesian Financial Accounting Standards, and to approve the release and discharge (volledig acquit et de charge) to all members of the Board of Directors and Board of Commissioners from the management and supervision of the Company’s Partnership and Community Development Program carried out through the financial year of 2017, in so far as such actions are not actions related to crime and/or actions contradictory to the law/legislation;
  2. To grant full power and authority to the Board of Commissioners with the written approval of Series A Dwiwarna Shareholder regarding the authority of the General Assembly of Shareholders in accordance with the Regulation of the Minister of State-Owned Enterprises No. PER-09/MBU/07/2015 as amended with the Regulation of the Minister of State-Owned Enterprises No. PER-02/MBU/07/2017 and their amendments.
  3. Third Meeting Agenda: “The determination of the use of the Company’s Net Profits for the financial year of 2017”.
  1. Number of Questioners
  • In the Third Meeting Agenda there were no question(s) asked.

b. Voting Calculation

DISAGREE ABSTAIN AGREE
0% 0% 100%

c. Resolution

Therefore: Mutual consensus was reached by amicable deliberation, the Meeting decided as follows:

To approve the determination of the use of the Company’s Net Profits for the financial year of 2017 attributable to the Shareholders of the Company in the amount of Rp326.786.249.09,00 (three hundred twenty six billion seven hundred eighty six million two hundred forty nine thousand ninety one Rupiahs), as follows:

  1. 30% of the Dividend or in the amount of Rp98.083.640.000,00 (ninety eight billion eighty three million six hundred forty thousand Rupiahs) determined as the Cash Dividend for the Shareholders;
  2. 70% of the Dividend or in the amount of Rp228.702.609.091 (two hundred twenty eight billion seven hundred two million six hundred nine thousand ninety one Rupiahs) determined as the Company’s Retained Earnings;
  3. To give full power and authority to the Board of Directors (with the right to substitute) to determine the schedule and payment mechanism of the Cash Dividends of 2017 Financial Year, in accordance with the law/legislation.
  4. Fourth Meeting Agenda: “The determination of the honorarium/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”.
  1. Number of Questioners
  • In the Fourth Meeting Agenda there were no question(s) asked.
  • b. Voting Calculations
DISAGREE ABSTAIN AGREE
0% 0% 100%

c. Resolution

Therefore: Mutual consensus was reached by amicable deliberation, the Meeting decided as follows:

  1. To grant full power and authority to the Series A Dwiwarna Shareholder to determine the Tantiem for Financial Year of 2017, and to determine the honorarium/remuneration (salary, allowance, and facilities) for the Board of Commissioners for the Financial Year of 2018;
  2. To grant full power and authority to Board of Commissioners with the written approval of Series A Dwiwarna Shareholder to determine the Tantiem for Financial Year of 2017, and to determine the honorarium/remuneration (salary, allowance, and facilities) for the Board of Directors for the Financial Year of 2018.
  3. 5. Fifth Meeting 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”.
  1. Number of Questioners
  • In the Fifth Meeting Agenda there were no question(s) asked.
  • Voting Calculations
DISAGREE ABSTAIN AGREE
0% 0% 100%

c. Resolution
Therefore: Mutual consensus was reached by amicable deliberation, the Meeting decided as follows:

  1. To approve the appointment of Public Accounting Firm Hadori Sugiarto Adi & Rekan as 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;
  2. To grant full power and authority to the Board of Commissioners to:
    1. Determine the amount of the audit fee and other applicable requirements.
    2. Appoint another Public Accounting Firm if the previously appointed Public Accounting Firm is unable to execute or continue its work due to any reason, including legal and regulatory reasons in the field of capital market, or disagreement regarding the amount of audit services fee.
    3. 6. Sixth Meeting Agenda: “Amendment of Company’s Articles of Association”.
  1. Number of Questioners
  • In the Sixth Meeting Agenda there were no question(s) asked.
  1. Voting Calculations
DISAGREE ABSTAIN AGREE
0% 0,6226144% 99,3773856%
  1. Resolution

Therefore: Meeting by a unanimously vote, which is 5.285.743.834 shares or constitute of 100% of the total votes cast at the Meeting decided:

  1. To Approve the Amendment of Company’s Articles of Association;
  1. To Approve the rearrange one of or all the provisions of the Articles Of Association of the Company, in respect of amendments as referred to in paragraph (1) of the above decree;
  1. Grant full power and authority to the Board of Directors (with the right to substitute) to do all the actions deemed necessary to execute the resolution of the Sixth Meeting Agenda, including to rearrange and restate one or all of the amendments of the Articles of Association of the company into Notarial Deed and to submit to the authorized institution to get approval and/or receipt announcement of the amendments of Articles of Association, to do other actions which are deemed necessary and useful for such purposes with no exceptions, including to add and / or amend the articles of association if they are required by the competent authority or institution.7.
  2. 7. Seventh Meeting 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”.
  1. Number of Questioners
  • In the Seventh Meeting Agenda there were no question(s) asked.
  1. Voting Calculations
DISAGREE ABSTAIN AGREE
0% 0% 100%
  1. Resolution

Therefore: Mutual consensus was reached by amicable deliberation, the Meeting decided as follows:

l   To validate 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.

8. Eigth Meeting Agenda: “Amendment of Board of Commissioners and/or Board of Directors Composition”.

  1. Number of Questioners
  • In the Eight Meeting Agenda there were no question(s) asked.
  1. Voting Calculations
DISAGREE ABSTAIN AGREE
0% 0,6226144% 99,3773856%
  1. Resolution

Therefore: Meeting by a unanimously vote, which is 5.285.743.834 shares or constitute of 100% of the total votes cast at the Meeting decided:

  1. To approve the honorable discharge of the following names as member of the Board of Commissioners of the Company:

The discharge of the members of the Board of Commissioners shall be from the adjournment of this Meeting with gratitude for the contribution of work and insight given during the term of office as member of the Board of Commissioners of the Company;

2. To approve the transfer of following The Board of Commissioners position of the Company: Mr. Untung Suseno Sutarjo as President Commissioner (previously Commisioner), with the term of office is the remaining term of office in accordance with the resolutions of the AGMS of appointment.

3. To appoint the following names as members of the Board of Directors of the Company:

4. The expire term of office of the said appointed members of the Board of Commissioners (as stated in point 3) shall be until the closing of the fifth Company’s Annual General Meeting of Shareholders since their appointment, which is the AGMS of the Financial Year of 2022, with regard to the laws and regulations in the field of Capital Market sector and without limiting the right of General Meeting of Shareholders to dismiss those members at any time;

5. With the dismissal, the transfer and appoiment of the members of the Board of Commissioners of the Company as stated in point 1, 2, and 3 above, the composition of members of the Board of Directors and the Board of Commissioners of the Company shall be as follows:

No. Name Position
1) Mr. Untung Suseno Sutarjo President Commissioner
2) Mr. Wahono Sumaryono Independent Commissioner
3) Mr. Nurrachman Independent Commissioner
4) Mr. Muhammad Umar Fauzi Commisioner
5) Mrs. Chrisma Aryani Albandjar

Commisioner

 

6. To grant full power and authority to Board of Directors (with the right substitute) to do all the actions deemed necessary to execute the resolution of the eight meeting agenda in accordance with the law and regulations, including to reconstitute, restate and to submit the Notarial Deed of the Amendment of Board of Directors and Board of Commisioners' Composition to the Ministry of Justice and Human Rights.

H. Schedule And Procedure For Cash Dividends Payout

Furthermore, following the resolution of the Third Meeting Agenda as set out above where the Meeting has decided the payment of dividends from the Company’s Net Profit in the amount of Rp98.083.640.000,00 or Rp17,66 per share to the shareholders of the Company, hereby is the schedule and procedure of the Cash Dividends of the Financial Year of 2017 Payout:

Schedule of Cash Dividends Payout

NO ACTIVITIES DATE
1.

Last Date of the trading period of the Company's shares on the stock exchange with dividends rights (Cum Dividends)

• In Regular and Negotiation Markets

• In Cash Market

26 April 2018

02 May 2018

2.

First Date of the trading period of the Company's shares on the stock exchange without dividend rights (Ex Dividends)

• In Regular and Negotiation Markets

• In Cash Market

27 April 2018

03 May 2018

3.

The date registered Shareholder who entitled to receive cash dividends (Recording Date)

02 May 2018
4.

Payment Date for Cash Dividends

23 May 2018

Payment Procedures of Cash Dividends

  1. The Cash Dividends will be paid to the shareholders of the Company whose names are registered in the Shareholders Register of the Company on 02 May 2018 (recording date) and/or in the sub securities account in PT Kustodian Sentral Efek Indonesia (“KSEI”) at the closing of the Indonesian Stock Exchange trading session on 02 May 2018.
  2. Shareholders whose shares are deposited in KSEI, the cash dividend shall be paid through KSEI and distributed to the securities account of the Securities Companies and/or Custodian Banks in KSEI on 23 May 2018. The receipt of the payment of the cash dividends shall be given by KSEI to the Securities Companies and/or the Custodian Banks where the shareholders have opened their account. Shareholders whose shares are not deposited in the collective deposit in KSEI, the cash dividends will be transferred directly to the shareholders account.
  3. The cash dividend is subject to taxes as regulated under the prevailing Indonesian laws and regulations. The amount of tax will be borne by the relevant shareholder and the amount of cash dividends received by the shareholders will be in the amount after being deducted by the applicable taxes.
  4. Domestic Shareholders who are Tax Payer in the form of legal entity should submit their Tax Register Number (Nomor Pokok Wajib Pajak/NPWP) to KSEI or the Company Share Registrar PT Datindo Entrycom (“BAE”) at Jl Hayam Wuruk No. 28 Jakarta 10120 no later than 02 May 2018 at 16.00 WIB. Without the NPWP, cash dividends paid to the Domestic Tax Payer will be subject to a higher rate of Income Tax, 100% of the normal rate.
  5. Foreign shareholders who are foreign Tax Payer, the tax reduction rate is subject to Tax Treaty under the Agreement on the Prevention of the Imposition of Dual Taxes (“P3B”), obligated to fulfill the requirements of the Regulation of Directorate General of Tax No. PER-10/PJ/2017 on Procedures for Implementation of Agreement on Avoidance of Double Taxation, and submit the DGT-1 or DGT-2 form which has been legalized by Indonesian Tax Service Office for Public Company to KSEI or BAE in line with the stipulations and regulations of KSEI. Without the said documents, the cash dividends will be subject to 20% income tax.
  6. Shareholders whose shares are deposited in KSEI may collect the dividends tax deductions slip as of 23 July 2018 at the Securities Company and/or the Custodian Banks where the shareholders have opened their securities account and at BAE for the holders of the script shares.

Jakarta, 23 April 2018

PT KIMIA FARMA (PERSERO) Tbk.

BOARD OF DIRECTORS

 

* Resolution of FY2017 AGMS

* Resolution of FY2016 AGMS