AGMS MATERIAL

1. Approval of the Company's Annual Report and Ratification of the Company's Consolidated Financial Statements, the Supervisory Report of the Board of Commissioners for the Financial Year 2023, including the Ratification of the Restatement of the Consolidated Financial Statements for Financial Year of 2021 and 2022, as well as the Ratification of the Implementation Report of the Micro and Small Business Funding Program (PUMK) for the Financial Year 2023, along with the Granting of Full Discharge and Release of Responsibility (volledig acquit et de charge) to the Board of Directors for the Management Actions of the Company and the Board of Commissioners for the Supervisory Actions of the Company carried out during the Financial Year 2023.

Brief Explanation:

  1. Under Article 18 Paragraph (9) of the Company’s Article of Association and Law Number 40 of 2007 concerning Limited Liability Companies (Company Law), it is stated that :
    a) The Board of Directors submits an annual report to the General Meeting of Shareholders (GMS) after being reviewed by the Board of Commissioners
    b) The GMS carries out the approval of the Annual Report, including the ratification of the financial statement and the Board of Commissioners' supervisory report
  2. Article 23 Regulation of the Minister of State-Owned Enterprises (“Permen BUMN”) Number PER-05/MBU/04/2021 dated 8 April 2021 concerning the Social and Environmental Responsibility Program of State-Owned Enterprises (“TJSL”), which stipulates that Financial Reports and Implementation of the TJSL Program are reported and integrated into the Periodic Report and Annual Report

2. Approval of the Use of the Company's Net Profit for the 2023 Financial Year

Brief Explanation:

    Based on the Company's Articles of Association, the Board of Directors submits a proposal for the use of the Company’s Net Profit

3. Determination of Remuneration (Salary/Honorarium, Facilities and Allowances) in 2024 for the Company's Board of Commissioners and Directors

Brief Explanation:

    Based on the Company's Articles of Association, it is stated that the Salary/Honorarium, Allowances, and Facilities for the Board of Commissioners and the Board of Directors, as well as bonuses, must be decided by the GMS and the GMS can delegate the authority to determine them to the majority Series B Shareholders

4. Appointment of a Public Accounting Firm (KAP) to audit the Company's Consolidated Financial Report and the Micro and Small Business Funding Program Report (PUMK) for the 2024 Financial Year

Brief Explanation:

    Based on Article 59 paragraph (1) of the Financial Services Authority Regulation Number 15/POJK.04/2020 concerning the Plan and Organizing of the General Meeting of Shareholders of a Public Company, it is stated that the Appointment and Dismissal of Public Accountants and/or Public Accounting Firms that will provide audit services for information Annual historical financial statements must be decided in the GMS of a Public Company by considering the proposal of the Board of Commissioners.

5. Report on the Implementation of the Conversion of Mandatory Convertible Bonds (OWK) into shares in order to increase the Company's capital, as well as approval for granting authority to the Company's Board of Commissioners to state the amount of increase in issued capital and paid-up capital

Brief Explanation:

    Based on Article 41 paragraphs (1) and (2) of the Limited Liability Company Law, it is regulated as follows:
    (1) The increase in the Company’s capital is carried out based on the approval of the GMS
    (2) The GMS may delegate authority to the Board of Commissioners to approve the implementation of the GMS decisions as referred to in paragraph (1) for a maximum period of 1 (one) year

6. Changes in the Composition of the Company's Management

Brief Explanation:

    Changes in the composition of the Company's Management based on the results of the Annual General Meeting of Shareholders (AGMS) for the 2018 Fiscal Year on May 7, 2019, regarding the term of office of the Human Resources Director of PT Kimia Farma Tbk, which ends at the AGMS for the 2023 Fiscal Year for the first period and can subsequently be reappointed by the GMS.