PROCEDURAL RULES FOR

THE ANNUAL GENERAL MEETING OF SHAREHOLDERS and

THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

PT. TAISHO PHARMACEUTICAL INDONESIA Tbk (“COMPANY”)

These Procedural Rules applies to the Annual General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders of the Company held on 21 June 2021. In these Procedural Rules, the Annual General Meeting of Shareholders of the Company will be referred to as the “AGM”, the Extraordinary General Meeting of Shareholders of the Company will be referred to as the “EGM” and the AGM and EGM will be referred to as the “Meeting”.

1.   Chairman of the Meeting

The Meeting will be chaired by Mr. Adji Baroto, the Independent Commissioner of the Company, who has been designated by the Board of Commissioners of the Company in accordance with paragraph 22.1.(a) of Article 22 of the Company’s Articles of Association.

2.   Language used

The Meeting will be conducted in Indonesian language.

3.   Shareholders who are entitled to attend or be represented at the Meeting

Shareholders who are entitled to attend or be represented at the Meeting are the Company’s shareholders whose names are legally recorded in the Register of Shareholders of the Company on 27 May 2021 at 4:00 p.m. West Indonesia Time or their legal proxies.

4.   Proof of entitlement to attend or be represented at the Meeting

      The Chairman of the Meeting shall be entitled to request any person attending the Meeting to prove that they are entitled to attend the Meeting.

5.   Requirements prior to entering the venue of the Meeting

      Shareholders whose shares in the Company are not yet deposited in the Collective Depository, or their legal proxies, are requested (i) to show their original Collective Shares Certificate and to submit a photocopy thereof to the officer of the Biro Administrasi Efek of the Company prior to entering the venue of the Meeting, and (ii) to show their original Kartu Tanda Penduduk (KTP) or any other identity card, and to submit a photocopy thereof to the officer of the Biro Administrasi Efek of the Company prior to entering the venue of the Meeting.

For those shareholders whose shares in the Company have been deposited in the Collective Depository, the Account Holders or proxies of the Account Holders, are requested (i) to submit a Written Confirmation for the Meeting (KTUR) which was obtained from the Securities Company or Custodian Banks concerned to the officer of the Badan Administrasi Efek of the Company prior to entering the venue of the Meeting, and (ii) to show their original Kartu Tanda Penduduk (KTP) or any other identity card, and to submit a photocopy thereof to the officer of the Biro Administrasi Efek of the Company prior to entering the venue of the Meeting.

6.   Powers of Attorney

      Shareholders of the Company may only be represented at the Meeting by another person by virtue of a power of attorney conferred by a lawful shareholder of the Company. The Company has provided an alternative to shareholders to grant power of attorney electronically through eASY.KSEI system which is managed by PT Kustodian Sentral Efek Indonesia (KSEI) (“e-Proxy”).

      The Company strongly advises all shareholders to give the proxy to an independent party who has been appointed by the Company through e-Proxy to represent shareholders to attend and to vote at the Meeting. The Guidance in Granting Power of Attorney to an independent party can be accessed through https://akses.ksei.co.id/

7.   Entering and leaving the venue of the Meeting

During the Meeting, shareholders and/or proxies of shareholders are requested not to leave and enter the Meeting room, as this may disturb the course of the Meeting.

Shareholders or their proxies who will still attend the Meeting physically, must comply with and fulfil the safety and health protocols which will be strictly applied by the Company as follows:

a.    required to wear mask at all times within the building area where the Meeting is held and during the Meeting;

b.    must comply with the health checking procedures, including but not limited, to body temperature screening, etc in accordance with the protocol stipulated by the Company);

c.    shall implement physical distancing measure in accordance with direction from the Company; and

d.    must immediately leave the building area where the Meeting is held after the Meeting is finished.

The Company has the right to prohibit shareholders or their proxies to attend or be present at the premise where the Meeting is held if the relevant shareholders or their proxies do not comply with the safety and health protocols as described above or in unwell condition especially if there is any Covid-19 symptoms.

8.   The use of telecommunication equipment in the venue of the Meeting

      During the Meeting, the attendees are requested not to use the hand phones or other telecommunication equipment in the venue of the Meeting and/or in the vicinity of the Meeting, as this may disturb the course of the Meeting.

9.   The legality of the Meeting

The AGM must be attended by the shareholders of the Company or their legal proxies, representing more than ½ (one half) of all number of shares issued by the Company with legal voting rights and the EGM must be attended by the shareholders of the Company or their legal proxies, representing at least 2/3 (two third) of all number of shares issued by the Company with legal voting rights.

10. The adoption of the resolutions at the Meeting

Resolutions of the Meeting shall be adopted based on deliberation to reach a mutual agreement. If the resolutions based on deliberation to reach a mutual agreement have not been reached, then the resolutions of the AGM shall be adopted by voting, provided that the resolutions must be approved by the shareholders of the Company or their legal proxies, representing more than ½ (one half) of all number of votes legally cast and the resolutions of the EGM shall be adopted by voting, provided that the resolutions must be approved by the shareholders of the Company or their legal proxies, representing more than 2/3 (two third) of all number of votes legally cast.

11. Voting at the Meeting

a.   Members of the Board of Directors, members of the Board of Commissioners and employees of the Company may act as a proxy of a shareholder of the Company in this Meeting, but their votes cast in the Meeting shall not be counted in voting.

b.   Pursuant to paragraph 23.4 of Article 23 of the Articles of Association of the Company, each share shall grant to its holder the right to cast 1 (one) vote in a General Meeting of Shareholders of the Company, including this Meeting.

c.   Only lawful shareholders of the Company or their lawful proxies shall be entitled to vote at this Meeting.

d.   A shareholder of the Company or a proxy of a shareholder will cast his/her vote only once for the total shares he or she owns/represents.

e.   Pursuant to paragraph 23.7 of Article 23 of the Articles of Association of the Company, the shareholders with voting rights, who are present at the Meeting, but cast no votes (abstain), shall be deemed to cast the same votes as the majority shareholders cast their votes.

f.    At the time of registration, to the shareholders or the proxy of the shareholder will be given a Voting Card with a barcode that stores the data on the number of shares owned / held by the relevant shareholder or the shareholder it represents ("Voting Card").

g.   In relation to the agenda items 1, 2, 3 and 5 of the AGM and the agenda item of the EGM, if the Chairman of the Meeting asks whether there are any shareholders and/or any proxies of shareholders who are against or are abstaining from voting of the proposed resolutions for an agenda of the Meeting, and if no shareholders and proxies of shareholders are against or are abstaining from voting with respect of the proposed resolutions, the Chairman of the Meeting shall be entitled to conclude that the shareholders and the proxies of shareholders attending the Meeting unanimously approve the proposal concerned.

      -If there are any shareholders and/or any proxies of shareholders of the Company who are against the proposal concerned or abstain from voting, the Chairman of the Meeting will then proceed with completing the voting procedures.

      -The Chairman of the Meeting will request the Notary who attends the Meeting to draw up the minutes of the Meeting, to calculate the votes and announce the results of the voting.

      -The Chairman of the Meeting will conduct the voting procedures in the following manner:

Firstly, the Chairman of the Meeting will ask the shareholders and/or the proxies of shareholders who are against or are abstaining from voting with respect to the proposed resolutions to raise their hands;

Secondly, the Chairman of the Meeting will confirm that the shareholders and/or the proxies of the shareholders who did not raise their hands at the first and second stage as the shareholders who approve the proposal concerned and they will not be asked to raise their hands.

      -The Chairman of the Meeting will ask the Notary to announce the results of the voting in the Meeting.

h.   In relation to agenda item 4 of the AGM, the adoption of resolutions will be conducted by way of closed voting. All shareholders and proxies of shareholders will be requested to affix the check mark [Ö] on the APPROVE, AGAINST or ABSTAIN marks in the Voting Card, which have been provided to all shareholders/proxies of shareholders before entering the venue of this Meeting and the officer of the Meeting will collect the check-marked voting cards and thereafter the Notary with the assistance of the Shares Registrar will count the votes cast.

12. Procedures for raising questions at the Meeting

a.   In the discussion of agenda item, the Chairman of the Meeting will give the opportunity to the shareholders and the proxies of shareholders to raise any questions and/or to give any comments at the time determined by the Chairman of the Meeting.

b.   Pursuant to paragraph 23.10 of Article 23 of the Articles of Association of the Company, any matter proposed by the shareholders or proxies of shareholders during the discussion or the voting shall comply with all the following requirements:

(i)     such matter is, in the opinion of the Chairman of the Meeting directly related to one of the agenda item of the Meeting; and

(ii)    such matter has been submitted by one or more shareholders who singly or jointly own at least 10% (ten per cent) of the total shares with legal voting rights issued by the Company; and

(iii)   such matter is, in the opinion of the Board of Directors, directly related to the business of the Company.

c.   Only lawful shareholders or lawful proxies of the shareholders are entitled to submit questions and/or give comments, and the following procedures shall be followed:

(i)      the Chairman of the Meeting will request any shareholders and proxies of shareholders intending to raise any questions and/or to give their comments to raise their hands. They then will be provided with question forms to be completed;

(ii)     the shareholders and proxies of shareholders are requested to fill in the question forms with the name of the shareholder concerned, the number of shares owned/represented and the question they wish to raise. A staff member of the Company will collect the completed forms and submit the same to the Chairman of the Meeting;

(iii)    after all completed forms are collected, the Chairman of the Meeting and/or any other member of the Board of Directors or the Board of Commissioners will answer the questions; and

(iv)    after all the questions have been addressed by the Chairman of the Meeting and/or by member of the Board of Directors of the Board of Commissioners, the Chairman of the Meeting will continue the Meeting.

13. These Procedural Rules is issued as further implementing regulations of the provisions of the Articles of Association of the Company regarding the procedures for a General Meeting of Shareholders of the Company.

14. If there are matters related to the convening of the Meeting, which is not and/or is not sufficient regulated in this Procedural Rules, the Chairman of the Meeting is entitled to resolve such matters.

Jakarta, 21 June 2021

The Board of Directors of the Company