PT Kimia Farma Tbk : Summary Of Minutes Of AGMS Financial Year 2022

ANNOUNCEMENT

SUMMARY OF MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

FOR FINANCIAL YEAR 2022

PT KIMIA FARMA Tbk

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

Day/Date	:	Wednesday, May 31, 2023
Time	: 10.43 Western Indonesia Time (WIB) - 12.25 WIB
Venue	:	Kimia Farma Corporate University
		Jalan Cipinang Cempedak I No. 36,
		Jatinegara, Jakarta Timur.

The Meeting was chaired by Mr. Fachmi Idris as President Commissioner of the Company based on the resolution of the Board of Commissioners Number: KEP-004/KOM-KF/V/2023 dated May 8, 2023, concerning the Appointment of the Chairperson of the Annual General Meeting of Shareholders (GMS) of PT Kimia Farma Tbk for Financial Year 2022.

1. Attendance of Board of Commissioners and Board of Directors
   The Meeting was physically attended by 6 (six) members of the Board of Commissioners and
   6 (six) members of the Board of Directors as follows:

Board of Commissioners	Board of Directors
President	Mr. Fachmi Idris	President Director	Mr. David Utama
Commissioner
Commissioner	Mr. Wiku Adisasmito	Financial & Risk	Mrs. Lina Sari
		Management
		Director
Commissioner	Mr. Dwi Ary Purnomo	Commercial	Mrs. Chairani
		Director	Harahap
Commissioner	Mr. Rendi Witular	Director of Human	Mr. Dharma
		Resources	Syahputra
Independent	Mr. Musthofa Fauzi	Production and	Mr. Andi Prazos
Commissioner		Supply Chain
		Director
Independent	Mr. Rahmat Hidayat	Director of	Mrs. Jasmine
Commissioner	Pulungan	Portfolio, Product,	Karsono
		and Service

1. Attendance of the Shareholders
   The Meeting is attended by shareholders and/or their proxy/representative either physically or through e-Proxy eASY.KSEI, whom all represent 5.001.083.400 (five billion one million eighty- three thousand four hundred) shares, including the series A Dwiwarna shares, or constitute 89,9090511% of all shares with valid voting rights that have been issued by the Company up to the date of the Meeting, totaling 5.562.380.358 (five billion five hundred sixty-twomillion three hundred eighty thousand three hundred fifty-eight) shares which consists of:
2. • 1 (one) series A Dwiwarna share; and
   • 5.562.380.357 (five billion five hundred sixty-two million three hundred eighty thousand three hundred fifty-seven)series B shares.
3. Meeting Agendas's Brief Explanation

The Meeting was convened with the following agendas:

1. Approval of the Company's Annual Report including the Report on the Supervisory Duties of the Board of Commissioners for the Financial Year 2022, 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 2022, Ratification of the Report on the Micro and Small Business Funding Program Financial Year 2022, 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 2022.

Brief description:

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:
2. 1. The Board of Directors submits an annual report to the General Meeting of Shareholders (GMS) after being reviewed by the Board of Commissioners;
   2. The GMS carries out the approval of the Annual Report, including the ratification of the financial statement and the Board of Commissioner's supervisory report.
3. 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 the use of the Company's Net Profit for the Financial Year of 2022.

Brief description:

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

1. Determination of remuneration (Salary/Honorarium, Facilities, and Allowances) for 2023 and Performance Incentives for the Financial Year 2022 for the Directors and Board of Commissioners of the Company.
   Brief description:
   The Company's Article of Association states 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.
2. 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 2023.
   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
3. Report on the Realization of the Use of Funds Proceeds from the Mandatory Convertible Bond Obligation Offering of Kimia Farma I Year 2023.
   Brief description:
   According to the Financial Services Authority Regulation Number 30/POJK.04/2015 on the Realization Reports on Use of Proceeds Public Offering the Company shall make the Realization of the Use of Proceeds from Public Offering as one of the agenda items in the Annual GMS.
4. The Affirmation on the Implementation of the Regulation of the Minister of SOEs of the Republic of Indonesia (BUMN RI) Number:
5. 1. PER-1/MBU/03/2023concerning Special Assignment and Corporate Social Responsibility Program of State-Owned Enterprises.
   2. PER-2/MBU/03/2023concerning Guideline on Governance and Significant Corporate Activities of State-Owned Enterprises.
   3. PER-3/MBU/03/2023concerning Organs and Human Resources of State-Owned Enterprises.

Brief description:

Based on the provisions in the Regulations of the Minister of State-Owned Enterprises, it is stated that for Public Companies, Regulations of the Minister of State-Owned Enterprises may be enforced through affirmation at the relevant GMS, taking into account the provisions in the field of Capital Markets, and State-Owned Enterprises may apply Regulations of the Minister of SOEs to its Subsidiaries.

1. Opportunity for Discussion
2. 1. Each Meeting Agenda is given the opportunity to ask questions.
   2. Shareholders or their proxies have 3 (three) opportunities to submit questions and/or opinions at each discussion session in each Meeting Agenda.
   3. Submission of questions and/or opinions submitted orally cannot be responded to.
   4. The Chairperson of the Meeting may limit the time in the question and answer program for each Meeting Agenda.
   5. The process for submitting questions and/or opinions for Shareholders who are physically present at the Meeting is as follows:
   6. 1. The officer confirms whether the Shareholders will submit questions and/or opinions;
      2. Questions and/or opinions that have been written by the Shareholders are submitted to the officer to be submitted to the Notary and Chairperson of the Meeting or the party appointed to provide an explanation.
   7. The process of submitting questions and/or opinions for Shareholders electronically at the Meeting through eASY.KSEI, is as follows:
   8. 1. Questions and/or opinions are submitted through the chat feature in the 'Electronic Option' column available on the E-Meeting Hall screen at eASY.KSEI;
      2. Questions and/or opinions can be submitted as long as the 'General Meeting Flow
         Text' column has the status of "discussion started for agenda item no. […]".
   9. Provisions for submitting questions and/or opinions for Shareholders electronically at the Meeting are as follows:
   10. 1. Shareholders write their names, number of shares owned, as well as questions and/or opinions;
       2. For the proxies, the written submission must be accompanied by a description of the name of the Shareholder and the size of their share ownership, followed by related questions and/or opinions.
   11. Questions and/or opinions that have been submitted by the Shareholders or their proxies are then submitted to the Notary to examine their validity/authority.
   12. Questions and/or opinions that have been examined by a Notary are submitted by officers to the Chairperson of the Meeting. The Chairperson of the Meeting will then read out the questions and/or opinions.
   13. The Chairperson of the Meeting has the right to refuse to answer questions and/or opinions that are not related to the Meeting Agenda being discussed or that have been previously asked.
   14. Members of the Board of Commissioners or members of the Board of Directors or parties appointed by the Chairperson of the Meeting will answer questions or respond to opinions that have been read out as referred to in point 8 above.
   15. The Chairperson of the Meeting has the authority to take the necessary actions to maintain the orderliness of the Meeting.

1. Meeting Resolution Mechanism

1. Meeting decisions are taken based on deliberation to reach a consensus. In the event that the Meeting decisions based on deliberation to reach a consensus is not reached, then the decision shall be taken by voting, with the following conditions:

1. For the 1st, 2nd, 3rd, 4th, and 6th Meeting Agenda, the decision is valid if it is approved that more than ½ (one-half) of the total shares with valid voting rights.

   Whereas the 5th Agenda of the Meeting, the voting was not carried out as it is only a report, thus in accordance with POJK provisions Number: 30/POJK.04/2015 concerning Report on the Realization of Use of Proceeds of Public Offering.

   1. Voting is conducted after all the questions have been answered and/or the question-and- answer time has expired.
   2. Each share gives the holder the right to cast 1 (one) vote. If a Shareholder owns more than 1 (one) share, he/she is only required to give 1 (one) time and the vote represents all shares that he owns or represents.
   3. Voting for Meeting resolutions shall be conducted by "Raising Hands" with the following conditions:
   4. 1. Those who Disagree and Abstain will be asked to raise their hand and submit their ballot card;
      2. Those who did not raise their hands were deemed to vote in agreement;
      3. The vote of abstention is deemed to have issued the same vote as the vote of the majority of shareholders who cast a vote;
      4. For each Agenda of the Meeting, voting will be carried out for decision-making;
      5. At the end of each voting, the Notary reads the results of the voting.
   5. The voting process for Shareholders electronically in the Meeting through eASY.KSEI (e- Voting) is carried out with the following procedure:
   6. 1. The voting process takes place at eASY.KSEI on the E-Meeting Hall menu, Live Broadcasting sub menu;
      2. Shareholders who attend or provide power of attorney electronically at the Meeting through eASY.KSEI, who have not yet made their vote, have the opportunity to submit their vote during the voting period through the E-Meeting Hall screen at eASY.KSEI;
      3. During the voting process, the 'General Meeting Flow Text' column will show the status of "voting for agenda item no, […] has started".
      4. If the Shareholders do not vote for the Meeting Agenda until the status of the Meeting as shown in the 'General Meeting Flow Text' column changes to "voting for agenda item no […] has ended", then the Shareholders are considered abstained;
      5. Electronic direct voting per Meeting Agenda through eASY.KSEI is allocated a maximum of 5 (five) minutes.
2. Independent Party for Vote Counting
   The Company has appointed independent parties, PT Datindo Entrycom to count and/or validate the votes.