SUMMON OF THE

ANNUAL GENERAL MEETING OF SHAREHOLDERS FINANCIAL YEAR 2021

PT KIMIA FARMA Tbk

Herewith the Board of Directors of PT Kimia Farma Tbk (the "Company"), conveys the

invitation to the Annual General MEETING of Shareholders Financial Year 2021 (hereinafter referred to as the "MEETING") which will be held on:

Day, Date

:

Wednesday, May 11, 2022

Time

:

10.00 WIB - closing

Venue

:

Flores Ballroom Hotel Borobudur

Jl. Lapangan Banteng

Jakarta Pusat

The agenda of The MEETING are as follows:

1. Approval of the Company's Annual Report including the Report on the Supervisory Duties of the Board of Commissioners for the Financial Year 2021, and Ratification of the Company's Consolidated Financial Statements which includes the Report on the Implementation of the Social and Environmental Responsibility Program ending on 31 December 2021, as well as granting settlement and discharge of responsibilities fully (volledig acquit et de charge) to the Board of Directors for the Company's management actions and the Board of Commissioners for the Company's supervisory actions that have been carried out during the Financial Year 2021.

Brief description:

  • 1. Pursuant to 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 approval of the Annual Report, including the ratification of the financial statement and the Board of Commissioners' supervisory report is carried out by the GMS.

  • 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 on Utilization of the Company's Net Profit for Financial Year of 2021

Brief description:

Pursuant to the Company's Article of Association, the Board of Directors submits the proposed on the utilization of the company's Net Profit.

  • 3. Determination of remuneration (Salary/Honorarium, Facilities and Allowances) for 2022 and Tantiem for the Financial Year 2021 for the Board of Directors and Board of Commissioners of the Company.

    Brief description:

    Pursuant to the Company's Article of Association, it is stated that Salary/Honorarium, Allowances and

    Facilities for the Company's Board of Commissioners and Directors and Tantiem shall be decided by the GMS and the GMS may authorize the determination to the majority B series shareholders.

  • 4. Appointment of a Public Accounting Firm (KAP) to audit the Company's Consolidated Financial Statements and the Report on the Micro and Small Business Funding Program (PUMK) for the Financial Year 2022.

    Brief description:

    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. Amendment of the Company's Article of Association.

    Brief description:

    In accordance with the provisions of Article 28 paragraph (2) of the Company's Articles of Association, the amendments to the Articles of Association are determined in the GMS. The amendments to the Articles of Association are changes to the provisions of Article 3 of the Articles of Association which regulates the Purpose and Objectives and Business Activities. The change is the adjustment of the Indonesian Standard Classification of Business Fields (KBLI) which previously referred to the 2017 KBLI adjusted to the 2020 KBLI.

  • 6. The Enforcement of the Regulation of the Minister of SOEs of the Republic of Indonesia (BUMN RI) Number:

a.

PER-03/MBU/03/2021 concerning Third Amendment to the Regulation of the Minister of State-Owned Enterprises Number PER-02/MBU/2010 concerning Procedures for Write-off and Transfer of Fixed Assets of State-Owned Enterprises.

Brief description:

In accordance with the provisions of Article 34 paragraph (1) PER-02/MBU/2010, PER-03/MBU/03/2021 concerning the Third Amendment to the Regulation of the Minister of State-Owned Enterprises Number PER-02/MBU/2010 concerning Procedures for Write Off and Transfer of Assets Permanent State-Owned Enterprises, enforced through confirmation in the GMS of the Company.

  • b. PER-11/MBU/07/2021 concerning Requirements, Procedures for Appointment, and Dismissal of The Member of Board of Directors of State-Owned Enterprises.

    Brief description:

    In accordance with the provisions of Article 22 paragraph (2) PER-11/MBU/07/2021 concerning Requirements, Procedures for Appointment, and Dismissal of Members of the Board of Directors of State-Owned Enterprises, this Ministerial Regulation is enforced through ratification at the Company's GMS.

  • c. PER-13/MBU/09/2021 concerning the Sixth Amendment to the Regulation of the Minister of State-Owned Enterprises Number PER-04/MBU/2014 concerning Guidelines for Determining the Income of Directors, Board of Commissioners, and Supervisory Boards of State-Owned Enterprises.

    Brief description:

    In accordance with the provisions of Article 5 paragraph (1) PER-04/MBU/2014, PER- 13/MBU/09/2021 concerning the Sixth Amendment to the Regulation of the Minister of State-Owned Enterprises Number PER-04/MBU/2014 concerning Guidelines for Determining the Income of Directors, Board of Commissioners, and Supervisory Boards of State-Owned Enterprises, are enforced through ratification in the Company's GMS.

  • d. PER-14/MBU/10/2021 concerning the Second Amendment to the Regulation of the Minister of State-Owned Enterprises Number PER-12/MBU/2012 concerning the Supporting Organs of the Board of Commissioners/Supervisory Board of State-Owned Enterprises.

    Brief description:

    In accordance with the provisions of Article 32 paragraph (2) of the Minister of State-Owned Enterprises No. PER-12/MBU/2012, then PER-14/MBU/10/2021 concerning the Second Amendment to the Regulation of the Minister of State-Owned Enterprises Number PER-12/MBU/2012 concerning Supporting Organs of the Board of Commissioners/Supervisory Board of State-Owned Enterprises, is enforced through ratification in the GMS of the Company.

7. Changes to the Management of the Company

Brief description:

Pursuant to Article 11 paragraph (10), Article 14 paragraph (12), Article 23 paragraph (6) letter b, and Article 25 paragraph (4) of the Company's Article of Association, the Board of Directors and Board of Commissioners are appointed and discharged by the GMS.

Notes:

  • 1. The Company does not send a separate invitation to the Shareholders. This call is considered an invitation.

  • 2. The Shareholders who are entitled to attend the MEETING are the Shareholders of the

    Company whose names are recorded/listed in the Company's Shareholder Register and/or owner of securities account in Collective Custody of PT Kustodian Sentral Efek

    Indonesia ("KSEI") at the closing trading in Indonesia Stock Exchange (Bursa Efek

    Indonesia) as of Monday, 18 April 2022.

  • 3. The Company has provided MEETING agenda's materials for each MEETING agenda since the date of this invitation, which can be downloaded through the Company's websitewww.kimiafarma.co.id

  • 4. Shareholders who will provide power of attorney electronically to the MEETING through the eASY.KSEI application must pay attention to the following matters:

a. Registration Process

  • (i) Local individual type shareholders who have not provided a declaration of presence or power of attorney in the eASY.KSEI application by the time limit in point 2 and wish to attend the MEETING electronically are required to register attendance in the eASY.KSEI application on the date of the MEETING until the registration period The MEETING is electronically closed by the Company.

  • (ii) Local individual type Shareholders who have given a declaration of attendance but have not yet cast their votes for at least 1 (one) MEETING agenda in the eASY.KSEI application until the deadline in point 2 and wish to attend the MEETING electronically are required to register their attendance in the eASY.KSEI application on the date of the MEETING until the registration period for the MEETING is electronically closed by the Company.

  • (iii) Shareholders who have given power of attorney to the recipient of the proxy provided by the Company (Independent Representative) or Individual Representative but the Shareholders have not cast a minimum vote for 1 (one) MEETING Agenda in the eASY.KSEI application until the deadline in point 2 , then the proxies representing the Shareholders are required to register attendance in the eASY.KSEI application on the date of the MEETING until the registration period for the MEETING is electronically closed by the Company.

  • (iv) Shareholders who have given power of attorney to the participant/Intermediary proxy (Custodian Bank or Securities Company) and have cast their vote in the eASY.KSEI application until the time limit in point 2, then the representative of the proxy who has been registered in the eASY.KSEI application is required to register attendance in the eASY.KSEI application on the date of the MEETING until the electronic registration period for the MEETING is closed by the Company.

  • (v) Shareholders who have given a declaration of attendance or given power of attorney to the proxy provided by the Company (Independent Representative) or Individual Representative and have cast a minimum vote for 1 (one) or all MEETING Agenda in the eASY.KSEI application at least no later than the deadline in point 2, the Shareholders or the proxies do not need to register attendance electronically in the eASY.KSEI application on the date of the MEETING. Share ownership will be automatically calculated as a quorum of attendance and the votes that have been cast will be automatically taken into account in the voting of the MEETING.

  • (vi) Any delay or failure in the electronic registration process as referred to in numbers (i) to (iv) for any reason will result in the Shareholders or their proxies being unable to attend the MEETING electronically, and their share ownership will not be counted as a quorum for attendance at the MEETING.

b. Process for Submitting Questions and/or Opinions Electronically

  • (i) Shareholders or proxies have 3 (three) opportunities to submit questions and/or opinions at each discussion session per MEETING Agenda. Questions and/or opinions per MEETING Agenda can be submitted in writing by the Shareholders or their proxies by using the chat feature in the 'Electronic Opinions' column available on the E-MEETING Hall screen in the eASY.KSEI application. Giving questions and/or opinions can be done as long as the status of the MEETING in the 'General MEETING Flow Text' column is "Discussion started for agenda item No. [ ]".

  • (ii) Determination of the mechanism for conducting discussions per MEETING Agenda in writing through the E-MEETING Hall screen in the eASY.KSEI application is the authority of each Company and this will be stated by the Company in the Rules of Conduct for the MEETING through the eASY.KSEI application.

  • (iii) For the proxies who are present electronically and will submit questions and/or opinions of their shareholders during the discussion session per the Agenda of the MEETING, they are required to write down the names of the Shareholders and the amount of their share ownership followed by related questions or opinions.

c. Voting Process

(i) The electronic voting process takes place in the eASY.KSEI application on the E- MEETING Hall menu, Live Broadcasting sub menu.

(ii)Shareholders who are present alone or are represented by their proxies but have not yet cast their votes at the MEETING Agenda as referred to in point 4 letter a number i-iv, the Shareholders or their proxies have the opportunity to submit their vote during the voting period through The E-MEETING Hall screen in the eASY.KSEI application was opened by the Company. When the electronic voting period per MEETING Agenda begins, the system automatically runs the voting time by counting down a maximum of 5 (five) minutes. During the electronic voting process, the status "Voting for agenda item No [ ] has started" will be seen in the 'General MEETING Flow Text' column. If the Shareholders or their proxies do not vote for a particular MEETING Agenda until the status of the implementation of the MEETING shown in the 'General MEETING Flow Text' column changes to "Voting for agenda item No [ ] has ended", it will be considered as voting Abstain for the relevant agenda of the MEETING.

(iii) Voting time during the electronic voting process is the standard time set in the eASY.KSEI application. Each Company may determine the policy of direct voting time electronically per Agenda in the MEETING (with a maximum time of 5 (five) minutes per MEETING Agenda) and this will be stated in the Rules of Conduct for the Implementation of the MEETING through the eASY.KSEI application.

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PT Kimia Farma Tbk published this content on 19 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 April 2022 07:33:09 UTC.