Summary of the Minutes AGM

20 June 2016

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 (“AGM”). In this summary of the minutes, GMOS means the Annual General Meeting of Shareholders of the Company. 

This Summary of the Minutes of the GMOS 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 GMOS

The date of the GMOS is 16 June 2016 and the venue of the GMOS is Mercantile Athletic Club, 18thFloor, World Trade Center Building, Jalan Jenderal Sudirman Kav. 31, Jakarta 12920

Time of GMOS:

Wednesday, from 09.10 until 09.40 West Indonesia Time.

Agenda items of the GMOS:

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 2015.

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 2016.

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

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

Board of Directors:

-President Director                      :           Jun Kuroda

-Director                                      :           Masashi Nakaura

-Independent Director                 :           Julizar Junaldy

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 GMOS and its percentage of the total number of shares with legal voting rights, namely 10,240,000 

 

 

Number of Shares 

Percentage

GMOS

:

10,033,740

99.98%

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

At each end of the discussion of each of the agenda of GMOS, the Chairman of GMOS provided an opportunity to the shareholders or their representatives who attended the GMOS 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 GMOS

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

f.     GMOS decision-making mechanism

The proposed resolutions for all of the agenda items of the GMOS are validly approved by the GMOS without voting (unanimously approved). 

g.    Results of voting for the resolutions of the GMOS

No voting was conducted in adopting resolutions, as all of the proposed resolutions are unanimoulsy approved. 

h.    Resolutions of the GMOS

       First agenda item:

1.    The Annual Report of the Company for the accounting year ended on 31 December 2015(“2015Annual Report”) was approved and the Financial Statements of the Company for the accounting year ended on 31 December 2015 (“2015 Financial Statements”) including the report on the supervisory duties of the Board of Commissioners of the Company as set forth in the 2015Annual Report was 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 2015, to the extent such actions are reflected in the approved 2015 Annual Report and in the ratified 2015 Financial Statements.

Second agenda item:

1.   Rp. 50,000,000.00 (fifty million Rupiah) was set aside for reserve funds pursuant to paragraph 25.1 of Article 25 of the Company’s Articles of  Association.

2.   It was approved to declare and distribute dividends for the accounting year ended on 31 December 2015 in the amount of Rp. 16.000,00 (sixteen thousandRupiah) per share or in total Rp. 163,840,000,000.00(one hundred sixty-three billion and eight hundred forty million Rupiah)  (“Dividends”) to the holders/owners of 972,000 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 28 June 2016 at 4.00 p.m. West Indonesia Time (hereinafter will be referred to as the “Eligible Shareholders”), with due regard to the regulations of PT. Bursa Efek Indonesia for trading of shares at the Indonesia Stock Exchange, provided that for the shares in the Company which are deposited in the Collective Depository, the following provisions shall prevail:

-Cum Dividend at the Regular and Negotiation Markets on 23 June 2016;

-Ex Dividend at the Regular and Negotiation Markets on 24 June 2016;

-Cum Dividend at the Spot Market on the 28 June 2016;

-Ex Dividend at the Spot Market on the 29 June 2016.

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 which can be cashed in all branches in Indonesia of Citibank N.A, no later than 20 July 2016 at 4.00 p.m. Western Indonesian Time.

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, East Jakarta 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 1 July 2016 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, Go Public Tax Office, Jalan Jenderal Sudirman Kav.56 Jakarta Selatan, 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 1 July 2016 at 4.00 p.m. West Indonesian Time.

 e.  The payment of Dividends shall be effected no later than 20 July 2016.

3. The Board of Directors of the Company was authorized to effect the distribution of such Dividends and to perform all necessary actions, including changing the schedule of the Dividends distribution as referred to in point 2 above, if required by the competent authorities.

Third agenda item:

The Board of Commissioners of the Company was authorized:

1.    to designate a Firm of Public Accountants which is registered with the Indonesia Financial Services Authority (Otoritas Jasa Keuangan) to audit the books of the Company for the accounting year ending on 31 December 2016; and

2.    to determine the honorarium of such Firm of Public Accountants and other terms of their designation.

Fourth agenda item:

1.  a.   Mr. Masahiro Mino was honorably discharged from his position as a Commissioner of the Company and then be appointed as the President Commissioner of the Company, effective as of the closing of the GMOS;

  b.    Mr. Naoaki Sugano was appointed as a Commissioner of the Company, effective as of the closing of the GMOS; and

   c.   it was confirmed that effective as of the closing of the GMOS until the closing of the next subsequent Annual General Meeting of Shareholders of the Company after the GMOS, the composition of the Board of Commissioners of the Company is as follows:

- President Commissioner         :            Mr. Masahiro Mino;

- Commissioner                         :            Mr. Naoaki Sugano; and

- Independent Commissioner   :            Mr. Agus Soewandono.

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 2016.

3.    It was determined that the members of the Board of Commissioners of the Company who will receive salaries and allowances is only the Independent Commissioner, which amounts to Rp 60,000,000.00 (sixty million Rupiah) net per annum, effective as per 16 June 2016.

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 GMOS before a Notary in the Indonesian and/or English language and to do all required actions for the purpose of notification of the compositions of the Board of Commissioners of the Company as resolved in the fourth agenda item of the GMOS, 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 GMOS 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 28 June 2016 at 16:00 pm, and will be made no later than 20 July 2016.

Thus Minutes of the GMOS 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 the Statements of Financial Position, the Statements of Comprehensive Income and Statements Cash Flows of the Companyfor the period ended on 31 December 2014which was approved in the first agenda item of the  AGM is the same as that was published in the daily newspapersMedia Indonesia and Investor Daily on 29 March 2016.

 

Jakarta, 20 June 2016

Board of Directors of the Company