ANNOUNCEMENT OF

SUMMARY OF MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

PT KIMIA FARMA (PERSERO) Tbk

THE YEAR OF 2017

The Board of Directors of PT Kimia Farma (Persero) Tbk., (hereinafter shall be referred as the “Company”, having it’s domiciled in Central Jakarta hereby announces that the Annual General Meeting of Shareholders of the Company has been convened (hereinafter shall be referred as the “Meeting”) on:

Day/Date                                : Thursday, April 20, 2017

Time                                        : 14.40 to 16:40Western Indonesia Time (WIB)

Place                                        : Flores Ballroom Hotel Borubudur

                                                 Jalan Lapangan Banteng Selatan - Jakarta Pusat

That meeting was chaired by Dr. Farid Wadjdi Husain, Sp.BD., KBD as President Commissioner by decision of the Board of CommissionersNumber: KEP-002/KOM-KF/III/2017 date March 23, 2017.

  1. A.Board of Commissioners and Board of Directors Presentation

Meeting attended by all members of Board of Commissioners and Board of Directors as follows:

Board of Commissioners Board of Directors
President Commissioner Dr.Farid Wadjdi Husain,Sp.BD.,KBD President Director Drs.Rusdi Rosman,Apt.,MBA
Commissioner Prof.Dr.Dewi Fortuna Anwar,MA Director of Treasury Farida Astuti,Ak.,MBA
Independent Commissioner Prof.Dr.Wahono Sumaryono,Apt.,APU Director of Supply Chain Drs.Jisman Siagian,Apt
Commissioner dr.Untung Suseno Sutarjo,M.Kes Director of Business Development Drs.M.Wahyuli Syafari,Apt
Commissioner Muh. Umar Fauzi Director of General Affair & Human Capital Drs.Pujianto,Apt.,MM
  1. Quorum of Shareholder Presentation

The Meeting was attended by the Shareholders and/or their Representatives representing 5.042.256.950 shares, including the Series A Dwiwarna Share or constituting 90,7860451% of the total shares with valid voting rights that have been issued by the Company up to the date of the Meeting, totaling 5.554.000.000 shares comprising:

  • One (1) Series A Dwiwarna Share; and

by complying Company’s Shareholder’s Registry dated March 27, 2017

  1. C.Meeting Agenda

The Meeting was convened with the following Agenda:                                                                                          

  1. Approval of the Company’s Annual Report including Company’s Activity Report, Boards of Commissioners’ Supervisory Report and validation of the Company’s Consolidated Financial Statements of the financial year ended 31 December 2016;
  2. Approval of the Partnership Program Annual Report and Environment Development (PKBL) Accounting Year 2016 and the Ratification PKBL Financial Report ended on 31 December 2016.
  3. Company Profit Usage Proposal Accounting Year 2016;
  4. The Determination of Salary/Honorarium, Allowance and Facilities for Board of Commissioners and Board of Directors of the Company to the Accounting Year 2017 and Rewards to the Accounting Year 2016;
  5. The Appointment of the Public Accountant Office to audit the Company Financial Report and Partnership Program and Environment Development (PKBL) Report in Accounting Year 2017;
  6. Approval to Pledge the Company’s Assets with a Value Exceeding 50% of the Company’s Net Worth in order to obtain funding.
  7. Ratification of the Implementation to the State Owned Company Minister Regulation No. PER-03/MBU/12/2016 regarding Amendment to Regulation of Minister of State Owned Company No. PER-09/MBU/07/2015 regarding Partnership Program and Environment Development Program
  8. Amendment to the Article of Association of the Company.
  9. Changes to the composition of the management of the Company.
  1. Opportunities to Raise Questions
    In every Agenda at the Meeting, shareholders and their proxies had been given opportunities to raise questions about the Agendas.
  1. Mechanism for Resolutions Making

Resolutions were resolved on an amicable deliberation to reach a mutual consensus. Whenever such amicable deliberation to reach a mutual consensus doesn’t achieved, resolutions were made by means of voting in which they hand over their ballot paper.

  1. F.AGMS Decision

The Meeting has decided the resolutions, as set forth in the Deed of Minutes of Meeting of the Company dated 20 April 2017 No. 46 drawn up by Notary Mochamad Nova Faisal, SH, MKn, which are summarized as follows:

First Agenda and Second Agenda are discussed and voted simultaneously

First Agenda

Approval of the Company’s Annual Report including Company’s Activity Report, Boards of Commissioners’ Supervisory Report and validation of the Company’s Consolidated Financial Statements of the financial year ended 31 December 2016;

Second Agenda

Approval of the Partnership Program Annual Report and Environment Development (PKBL) Accounting Year 2016 and the Ratification of the PKBL Financial Report ended on 31 December 2016.

Number of shareholders who raised question

In the First and Second Agenda there is no shareholder raised question

The Result of Voting

DISAGREE ABSTAIN AGREE
0 0 90,7860451%

Thus, Meeting by the major vote decide:

  1. The Approval of the Company Annual Reportand ratify the Company Financial Report Company Financial Report accounting year 2015 which audited by Public Accountant Office Hadori Sugiarto Adi & Partners (member of HLB International), according to report Number : 028/LAI-KF/II/17 dated February 23, 2017 with opinion ”has been presented normally, in all material things, the position of consolidation financial”
  2. Approve thePartnership Program and Environment Development Annual Report (PKBL) Financial Year 2016 and ratify PKBL Financial Report which audited by Public Accountant Office Hadori Sugiarto Adi & Partners (member of HLB International)according to his report Number Ref : 028/LAI-KF/II/17 dated February 23, 2017 withhas been presented normally, in all material things, the position of consolidation financial”
  3. Grants full release and discharge of responsibility (volledig acquit et de charge) to the members of the Director for their management actions to the Companyand to members of the Board of Commissioners for their supervision action to the Company including their management and supervision to the PKBL during Financial year 2016, as long as such actions are not considered as criminal actionsFinancial Year 2016.

Third Agenda

  1. Company Profit Usage Proposal Financial Year 2016

Number of shareholders who raised question

In the Third Agenda there is no shareholders raised a question

The Result of Voting

DISAGREE ABSTAIN AGREE
0 0 90,7860451%

Thus, Meeting by the major vote decide:

  1. Determinate the Company Profit Usage Financial Year 2016 which can be attributed to the entity holder in the amount of Rp 267.414.092.891, as follows:
a.         20% if the dividend or Rp 53.485.020.000,- (Fifty three billion four hundred eighty five million and twenty thousand Rupiah) shall be distributed as cash dividends to the shareholders of the Company, Which will be paid under the following conditions
a.1. Specifically government dividends for ownership of 90.03% company`s shares, in the amount of Rp.48.150.000.000 (forty eight billion and one hundred fifty million Rupiah) to be deposited into the general treasury account of the State

a.2 Granted power and authority to the Board of Directors with substitution rights to further set out the implementation of dividend payment for FY2016 in accordance with the prevailing laws and regulations.

b. Some 80% of the Company’s Net Income or Rp 213.929.072.891,- (two hundred thirteen billion nine hundred twenty nine million seventy two thousand eight hundred and ninety one) shall be allocated as Retained Earnings

2. Against unappropriated retained earnings up to the 31 Desember  2015 in the amount of of Rp 75,000,000, - shall be allocated as Retained Earnings

Fourth Agenda

The Determination of salary/honorarium, Allowance and Facilities forBoard of Commissioners and Board of Directors of the Company to the Financial Year 2017 and Rewards to the Accouting Year 2016.

Number of shareholders who raised question

In the Fourth Agenda there is 1 (one) shareholders raised a question

The Result of Voting

DISAGREE ABSTAIN AGREE
0 0 90,7860451%

Thus, Meeting by the major vote decide:

  1. Granted authority and power to the shareholder of Golden/Dwiwarna Share Series A to determine the tantiem for FY2016 and to determine salaries, fees, allowances and other facilities to the Board of Commissioners for FY2017.
  2. Granted authority and power to the Board of Commissioners with prior written approval from the shareholder of Golden/Dwiwarna Share Series A to determine the tantiem for FY2016 and to determine salaries, fees, allowances and other facilities to the Board of Directors for FY2017.

Fifth Agenda

The Appointment of the Public Accountant Office to audit the Company Financial Report and Partnership Program and Environment Development (PKBL) Report in Accounting Year 2017

Number of shareholders who raised question

In the Fifth Agenda there is no shareholder raised a question

The Result of Voting

DISAGREE ABSTAIN AGREE
0 0 90,7860451%

Thus, Meeting by the major vote decide:

  1. AppointPublic Accountant Office Hadori Sugiarto Adi & Partners (member of HLB International) to Audit Accounting Year 2017 which including Consolidation Company Financial Reportfor Financial Year 2017and Partnership Program and Environment Development Financial Report PKBL Financial Year 2017.
  2. Grants authority to the Board of Commissioners to :
  3. Determine the honorarium and other requirements for the Public Accountant
  4. Determine a substitute Public Accountant Offce in the event the Public Accountant Firm of Hadori Sugiarto Adi & Partners (member of HLB International), due to any reasons whatsoever, is unable to finish the audit for the Consolidated Financial Statements of the Company and the Annual Report on the Partnership and Community Development Program for the Financial Year ended on 31 December 2017, include Determine the honorarium and other requirements for the substitute Public Accountant

Sixth Agenda

Approval to Pledge the Company’s Assets with a Value Exceeding 50% of the Company’s Equity in order to obtain funding.

Number of shareholders who raised question

In the sixth Agenda there is no shareholder raised a question

The Result of Voting

DISAGREE ABSTAIN AGREE
0 0 90,7860451%

Thus, Meeting by the major vote decide:

1.         Approval to Pledge the Company’s Assets with a Value Exceeding 50% of the Company’s Equity in order to obtain funding maximum Rp 3,5 Trilion , with  the provisions of the implementation of the signing of credit agreement with the funding is conducted in accordance with the company's articles of association
2.         Grant authority to the BOD to sign a binding agreement and letter or other documents related to funding in according with applicable regulations

Seventh Agenda

Ratification of the Implementation to the State Owned Company Minister Regulation No. PER-03/MBU/12/2016 regarding Amendment to Regulation of Minister of State Owned Company No. PER-09/MBU/07/2015 regarding Partnership Program and Environment Development Program of State – Owned Enterprises;

Number of shareholders who raised question

In the seventh Agenda there is no shareholder raised a question

The Result of Voting

DISAGREE ABSTAIN AGREE
0 0 90,7860451%

Thus, Meeting by the major vote decide:

To confirm the promulgation of Regulation of Minister of State-Owned Enterprises No. PER-03/MBU/12/2016 on the Amendment to Regulation of Minister of State-Owned Enterprises No. PER-09/MBU/07/2015 regarding Partnership and Community Development Program of State-Owned Enterprises on the activities of the Partnership and Community Development Program of the Company.”

Eight Agenda

Amendment to the Article of Association of the Company.

Number of shareholders who raised question

In the Eight Agenda there is no shareholder raised a question

The Result of Voting

DISAGREE ABSTAIN AGREE
0 0 99,3002856%

Thus, Meeting by the major vote decide:

  1. Amandement and/or adjustment for uniformity program of the SOE Ministry for the standardization of Articles of Association of public SOEs, based on the letter of SOE Ministry as a shareholder of Series A / Dwiwarna
  2. Grant power and authority to the shareholder of Series A / Dwiwarna to amandement and/or adjustmant for the Articles of Association
  3. Grant power and authority to the BOD with the right of substitution to perform all necessary actions related with this Meeting agenda resolution, including to rearrange and restate all Articles of Association in a Notarial Deed and submit to all authoritative institution to obtain approval and/or receipt of announcement of the amendment in the Articles of Association, perform all necessary and useful actions for this purpose with no exemption, including to organize additions and/ or changes in the amendment of the Articles of Association if the matter is required by the competent authority.

Nine Agenda

Changes to the composition of the management of the Company.

Number of shareholders who raised question

In the Eight Agenda there is one (1) shareholder raised a question

The Result of Voting

DISAGREE ABSTAIN AGREE
0 0 99,3002856%

Thus, Meeting by the major vote decide:

  1. To approve the honorable discharge of the following names as member of the Board of Directors of the Company :
    1. Mr Jisman Siagian as Director
    2. Mrs Farida Astuti as Director
    3. Mr Pujianto as Director

With gratitude for the contribution of work and insight given during the term of office as member of the Board of Directors

  1. changed in the nomenclature of the Board of Directors as follows:
    1. President Director to President Director
    2. Director to Finance Director
    3. Director to Production and Supply Chain Director
    4. Director to Business Development Director
    5. Director to General and Human Capital Director

Henceforth, Corresponding change in the nomenclature and task-shifting of the Board of Directors reffers to Articles of Association.

  1. To appoint the following names as member of the Board of Directors of the Company
    1. Mr Honesti Basyir as President Director
    2. Mr I.G.N Suharta Wijaya as Finance Director
    3. Mr Verdi Budidarmo as Production and Supply Chain Director
    4. Mr Pujianto as Business Development Director
    5. Mr Arief Pramuhanto as General and Human Capital Director

The appointment of members of the Board of Directors was effective starting at the closing of this Meeting until the closing of the 5th Annual General Meeting of Shareholders after the appointment, 5 (five) years at maximum, with regard to the Capital Market regulations and without prejudices to the rights of the Annual General Meeting of Shareholders to discharge the Board of Directors at any time.

SCHEDULE AND METHOD OF CASH DIVIDEND PAYMENT

No Explanation Date
1 Last Date of the shares trading period with dividend rights (Cum Dividend)
  • Regular andNegotiation
  • Cash Market

April, 28 2017

May, 4 2017

2 Earlytrading periodwithout Dividend RightShares (Ex Dividend)
  • Regular and Negotiation Market
  • Cash Market

May, 2 2017

May, 5 2017

3 Date of List of the Shareholderwith Dividend right (Recording Date) May, 4 2017
4 Date of Cash Dividend PaymentAccounting Year 2016 May, 24 2017
5 Cash Dividend per share = Rp. 9,83
  1. The Cash Dividend will be distributed to the shareholders of the Company whose names are registered in the Shareholders Register of the Company (“DPS”) on May 4, 2017 (recording date) and/or Company Shareholder in the sub securities account in PT Kustodian Sentral Efek Indonesia (“KSEI”) at the closing of the trading session on May 4, 2017
  2. For those Company shareholders whose shares are deposited in collective deposit in KSEI, the cash dividend shall be paid through KSEI and distributed to the securities account of the Securities Companies and/or Custodian Banks on May, 24 2016. The receipt of the payment of the cash dividend shall be given by KSEI to the Company Shareholder via Securities Companies and/or the Custodian Banks where the Company Shareholders have opened their account. For shareholders of the Company whose shares are not deposited in the collective deposit in KSEI, the cash dividend will be transferred directly to the Company Shareholders account
  3. The cash dividend is subject to taxes as regulated under the prevailing tax laws. The amount of tax that will be borne by the relevant Company Shareholder and being deducted from the amount of cash dividend which become the right of Company Shareholder
  4. For Company Shareholders considered as on shore Tax Payer in the form of entity which have not given their Tax Register Number (Nomor Pokok Wajib Pajak/NPWP) are asked to submit their NPWP to KSEI or the Company Share Registrar PT Datindo Entrycom, Jalan Hayam Wuruk No. 28 Jakarta 10120 at the latest on May 4 2017 at 16.00 WIB. Without the NPWP, the cash dividend will be subject to withholding tax 100% higher than the normal rate.
  5. For Company Shareholders who are considered as an offshore Tax Payer which will use the Tax Treaty under the Agreement on the Prevention of the Imposition of Dual Taxes (P3B) it has to comply with article 26 of Law No. 36 Year 2008 regarding The Fourth Amendment to the Law No. 7 of year 1983 on Income Tax and must submit the forms of DGT-1 and DGT-2 which has been legalized by Indonesian Tax Service Office for Public Company to KSEI or the Company Registrar at the latest on 17 May 2017. Without the said document, the cash dividend will be subject to VAT article 26 at the rate of 20%.
  6. Tax Deductions Slip can be collected at at the Securities Company and/or the Custodian Banks where the shareholders have opened their securities account and for the holders of the script shares can collect at the Company Registrar start from July 10,2017.

Jakarta, 25 April 2017

PT kimia farma (Persero)Tbk

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