Summary of the Minutes of

the Annual General Meeting of Shareholders

PT. Taisho Pharmaceutical Indonesia Tbk

 

In compliance with the provision of paragraph (1) of Article 32 of the Regulation of the Indonesia Financial Services Authority (Otoritas Jasa Keuangan / OJK) Number 32/POJK.04/214 regarding the Plan and Implementation of General Meeting of Shareholders of Public Companies (“FSA Regulation 32/2014”), PT. Taisho PharmaceuticalIndonesia Tbk, having its domicile in South Jakarta and its address at Tamara Center Building, 10th Floor, Jl. Jend. Sudirman Kav.24, Jakarta 12190 (the “Company”) makes a summary of the Minutes of the Annual General Meeting of Shareholders of the Company. In this summary of the minutes, Meeting means the Annual General Meeting of Shareholders of the Company.

This Summary of the Minutes of the Merting is made in accordance with the the provision of paragraph (1) of Article 34 of the FSA Regulation 32/2014.

a.    Date, venue, time and agenda items of the Meeting

The date of the Meeting is 23 May 2018 and the venue of the Meeting is Mercantile Athletic Club, 18th Floor, World Trade Center Building, Jalan Jenderal Sudirman Kav. 31, Jakarta 12920

Time of Meeting:

Wednesday, from 14.13 until 14.48 West Indonesia Time.

Agenda items of the Meeting:

1.  Approval on the Annual Report of the Company and the ratification on the Financial Statements of the Company and the Report on Supervisory Duties of the Board of Commissioners of the Company for the accounting year ended on 31 December 2017.

2.  Determination of appropriation of profits of the Company.

3.  Designation of a Firm of Public Accountants to audit the books of the Company for the accounting year ending on 31 December 2018.

4.  Change in the composition of the Board of Directors of the Company and determination of the salaries and allowances of the members of the Board of Directors and the Board of Commissioners of the Company.

b.    Members of the Board of Directors and the Board of Commissioners of the Company attending the Meeting

Board of Directors:

-Director                    :    Adeel Akhlaq Hassan

-Director                    :    Masashi Nakaura

Board of Commissioners:

-Independent Commissioner   :  Agus Soewandono 

c.    Number of shares with legal voting rights whose holders/owners ware present and/or represented by their proxies in Meeting and its percentage of the total number of shares with legal voting rights, namely 10,177,790

The number of shares whose holders/owners were present and/or represented is 767,140 (seven hundred sixty-seven one hundred and forty) Seriss A shares and 9,268,000 (nine million two hundred sixty-eight thousand) Series B shares or in total 10,035,140 (ten million thirty-five thousand one hundred and forty) shares or 98.59% (ninety-eight point five nine percent) of the total number of issued shares of the Company. 

d.    Giving the opportunity to ask questions and/or give opinions related to the agenda of the Meeting

At each end of the discussion of each of the agenda of Meeting, the Chairman of Meeting provided an opportunity to the shareholders or their representatives who attended the Meeting to ask questions and/or give an opinion.

e.    The number of shareholders who asked questions and/or gave opinions related to the agenda of the Meeting

There was no shareholders or their proxies who raise question or give opinion related to all of the agenda items of the Meeting. 

f.     Meeting decision-making mechanism

The proposed resolutions for the first, second and third agenda items of the Meeting are validly approved by the Meeting without voting (unanimously approved), whereas for the fourth agenda item was validly approved by way of closed voting with the results as detailed in item g below. 

g.    Results of voting for the resolutions of the Meeting

Based on closed voting for the fourth agenda item of the Meeting, all shareholders approve the proposed resolutions for the fourth agenda item of the Meeting. 

h.    Resolutions of the Meeting

First Agenda Item:

1.    The Annual Report of the Company for the accounting year ended on 31 December 2017 (“Company’s 2017 Annual Report”) was approved and the Financial Statements of the Company for the accounting year ended on 31 December 2017 (“Company’s 2017 Financial Statements”) including the report on the supervisory duties of the Board of Commissioners of the Company as set forth in the Company’s 2017 Annual Report were ratified.

2.    Full acquittal and discharge was given to the members of the Board of Directors of the Company for their managerial actions and performance of their authorities and to the members of the Board of Commissioners of the Company for their supervisory actions during the accounting year ended on 31 December 2017, to the extent such actions are reflected in the approved Company’s 2017 Annual Report and in the ratified Company’s 2017 Financial Statements.

Second Agenda Item:

1.     IDR50,000,000.00 (fifty million Indonesian Rupiah) was set aside for reserve funds pursuant to paragraph 25.1 of Article 25 of the Company’s Articles of Association (hereinafter will be referred to as the “Reserve Funds”).

 

2.      Dividends for the accounting year ended on 31 December 2017 in the amount of IDR17,000.00 (seventeen thousand Indonesian Rupiah) per share or in total IDR173,022,430,000.00(one hundred seventy-three billion twenty-two million and four hundred thirty thousand Indonesian Rupiah) (“Dividends”) are distributed to the holders/owners of 909,790 shares series A and 9,268,000 shares series B issued by the Company, whose names are registered in the Register of Shareholders of the Company on 23 May 2018 at 4.00 p.m. West Indonesia Time (hereinafter will be referred to as the “Eligible Shareholders”).

 

-Payment of the Dividends shall be made as follows:

a.    For the Eligible Shareholders whose shares have been put in the Collective Depository with PT. Kustodian Sentral Efek Indonesia (“KSEI”), the payments of Dividends will be effected through the accountholders with KSEI.

b.    For the Eligible Shareholders whose shares have not been put in the Collective Depository with KSEI, the payments of Dividends will be effected by way of sending checks directly to the shareholders concerned, not later than 22 June 2018, which can be cashed in all branches in Indonesia of Citibank N.A.

c.    For the distribution of Dividends, tax on dividends shall be imposed in accordance with the prevailing tax regulations, which shall be withheld by the Company.

d.    For foreign Eligible Shareholders who wish to obtain exception or reduction of the income tax rate of Article 26, the relevant foreign shareholders should be a tax payer at the Treaty Partner countries, with the following requirements:

i)  foreign shareholders whose shares in the Company have not yet been put in the Collective Depository maintained by KSEI, shall submit the original domicile statement to the Company’s Share Registrar, PT. Bima Registra, di Graha MIR, Lantai 6 A2, Jl. Pemuda No. 9, Rawamangun, Jakarta Timur 13220 (“Company’s Share Registrar”); and

ii)  foreign shareholders whose shares have been put in the Collective Depository with KSEI, shall submit the original domicile statement to KSEI, at the Indonesia Stock Exchange Building, Tower I, 5th Floor, Jalan Jenderal Sudirman Kaveling 52-53 Jakarta 12190, through a participant designated by the relevant foreign shareholder,

-at the latest on 31 May 2018 until 4.00 p.m. West Indonesian Time. A photocopy of   such domicile statement shall also be submitted to the Head of   the Tax Service Office, Listed Companies, at Jalan Jenderal Sudirman Kav. 56, South Jakarta, where the Company is registered as a taxpayer.

-For the Eligible Shareholders who are domestic legal entity tax payer are requested to submit their Tax Registration Number (NPWP) to KSEI at the   Indonesia Stock Exchange Building, Tower I, 5th Floor, Jl. Jend. Sudirman Kaveling 52-53 Jakarta 12190 or to the Company’s Share Registrar at the   latest on 31 May 2018 at 4.00 p.m. West Indonesian Time.

e.    The payment of Dividends shall be effected no later than 22 June 2018.

 

3.    The Board of Directors of the Company was authorized to effect the distribution of such Dividends and to perform all necessary actions for the distribution of Dividends.

Third Agenda Item:

In order to avoid the possibility of the Company shall hold a General Meeting of Shareholders to designate a public accountant who differ from public accountants who have been directly designated in the Meeting, which is caused by changes in the public accountants for unforseen reason, it was resolved that the Board of Commissioners of the Company was authorized:

1.    to designate public accountant who is registered with the Financial Services Authority (OJK) to audit the books of the Company ending on 31 December 2018, provided that such public accountant should be a partner in a public accounting firm that is registered with the Financial Services Authority and independent and having a good reputation; and

2.    to determine the honorarium of such Public Accountant and other requirements of designation.

Fourth Agenda Item:

1.    Mr. R. Budhy Herwindo, S.Si., Apt is appointed as an Independent Director of the Company, effective as of the closing of the Meeting and it was confirmed that effective as of the closing of the Meeting until the closing of the next subsequent Annual General Meeting of Shareholders of the Company to be convened by the Company following the Meeting, the composition of the Board of Directors of the Company will be as follows:

 

- President Director             :    Jun Kuroda;

- Director                             :    Masashi Nakaura;

- Director                             :    Adeel Akhlaq Hassan; and

- Independent Director        :    R. Budhy Herwindo, S.Si., Apt.

 

2.    The Board of Commissioners of the Company was authorized to determine the amount of salaries and allowances for the members of the Board of Directors of the Company for the accounting year ending on 31 December 2018.

3.     It was determined that the member of the Board of Commissioners of the Company who will receive salaries and allowances is only Independent Commissioner, which amounts to Rp60,000,000.00 (sixty million Rupiah) net per annum, effective as per 23 May 2018.

 

4.    Power of attorney was conferred on the Board of Directors of the Company and/or Mr. Wawan Sunaryawan Sarjana Hukum, either jointly as well as individually to state part or all resolutions adopted at the fourth agenda item of the Meeting before a Notary in the Indonesian and/or English language and to do all required actions for the purpose of notification of the change in the composition of the Board of Directors of the Company as resolved in the fourth agenda item of the Meeting, to the Minister of Laws and Human Rights of the Republic of Indonesia and to register it in the Register of Companies at the relevant Office of the Registration of Companies, and to make any amendments and or additions thereto, if required by the competent authorities.

 

i.     The implementation of the cash dividend payment

Payment of cash dividends as resolved in the second agenda item of the Meeting will be made to the Company's shareholders entitled to receive the cash dividend, namely the shareholders whose names are registered in the Register of Shareholders of the Company on 23 May 2018, and will be made no later than 22 June 2018.

Thus Minutes of the Meeting is made in accordance with the provision of paragraph (1) Article 34 of FSA Regulation 32/2014.

In compliance with the provisions of paragraph (4) and (5) of Article 68 of Law No. 40 Year 2007 regarding Limited Liability Company, it is herewith also announced that the Statements of Financial Position, the Statements of Comprehensive Income and Statements Cash Flows of the Companyfor the period ended on 31 December 2017which was approved in the first agenda item of the Meeting is the same as that was published in the daily newspaper Media Indonesia on 29 March 2018.

 

Jakarta, 25 May 2018

Board of Directors of the Company