Summary of the Minutes AGM & EGM 2021

21 June 2021

Summary of the Minutes of

the Annual General Meeting of Shareholders and

the Extraordinary General Meeting of Shareholders

PT. Taisho Pharmaceutical Indonesia Tbk

 

In compliance with the provision of paragraph (1) of Article 49 of the Regulation of the Indonesia Financial Services Authority (Otoritas Jasa Keuangan/OJK) Number 15/POJK.04/2020 regarding the Plan and Implementation of General Meeting of Shareholders of Public Companies (“FSA Regulation 15/2020”), PT. Taisho PharmaceuticalIndonesia Tbk, having its domicile in South Jakarta and its address at Millennium Centennial Center, 8th Floor, Jl. Jend. Sudirman Kav. 25, Jakarta 12920 (the “Company”) makes a summary of the Minutes of the Annual General Meeting of Shareholders (AGM) and of the Extraordinary General Meeting of Shareholders (EGM) of the Company. In this summary of the minutes, Meetings means the AGM and the EGM of the Company.

This Summary of the Minutes of the Mertings is made in accordance with the the provision of paragraph (1) of Article 51 of the FSA Regulation 15/2020.

a.    Day, date, venue, time and agenda items of the Meetings

The day and date of the Meetings is Monday, 21 June 2021 and the venue of the Meetings is Mercantile Athletic Club, 18th Floor, World Trade Center Building, Jalan Jenderal Sudirman Kav. 31, Jakarta 12920

Time of Meetings:

Wednesday,   AGM           :           from 10.07 until 10.45 West Indonesia Time.

                     EGM            :           from 10.55 until 11.05 West Indonesia Time.

Agenda items of the AGM:

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 2020.

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 2021.

4.  Re-appointment and appointment of members of the Board of Directors and the Board of Commissioners of the Company

5.  Determination of the salaries and allowances of the members of the Board of Directors and the Board of Commissioners of the Company.

Agenda item of the EGM:

Approval on the proposed Amendment to the Company's Articles of Association in the context of adjusting to the Financial Services Authority Regulation No. 15/POJK.04/2020 concerning Plans and Organizations of General Meeting of Shareholders of Public Companies.

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

Board of Directors:

- Director                     :   Toshiyuki Ishii

- Director                     :    Budhy Herwindo

Board of Commissioners:

- Independent Commissioner :    Adji Baroto

 

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

The number of the Company’s shares whose holders/owners were present and/or represented at the AGM is 764,926 (seven hundred sixty-four thousand nine hundred twenty-six) Seriss A shares and 9,268,000 (nine million two hundred sixty-eight thousand) Series B shares or in total 10,032,926 (ten million thirty-twothousand nine hundred and twenty-six) shares or 98.58% (ninety-eight point five eight percent) of the total number of issued shares of the Company.

The number of the Company’s shares whose holders/owners were present and/or represented at the EGM is 764,926 (seven hundred sixty-four thousand nine hundred twenty-six) Seriss A shares and 9,268,000 (nine million two hundred sixty-eight thousand) Series B shares or in total 10,032,926 (ten million thirty-twothousand nine hundred and twenty-six) shares or 98.58% (ninety-eight point five eight 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 Meetings

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

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

 

f.     Meetings decision-making mechanism

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

 

g.    Results of voting for the resolutions of the Meetings

Based on the voting conducted by unfolded letter for the fourth agenda of the AGM, the number of votes legally cast was 10,032,876 (ten million thirty-two thousand eight hundred seventy-six). There were disapproving votes issued by series A shareholders who hold 600 (six hundred) shares. There were no abstention votes and the affirmative vote was cast by the holder/owner holding 10,032,276 (ten million thirty-two thousand two hundred seventy-six) shares or 99.99% (ninety-nine point nine nine percent) of the number of votes legally cast

 

h.    Resolutions of the Meetings

AGM

First Agenda Item:

1.    The Annual Report of the Company for the accounting year ended on 31 December 2020 (“Company’s 2020 Annual Report”) was approved and the Financial Statements of the Company for the accounting year ended on 31 December 2020 (“Company’s 2020 Financial Statements”) including the report on the supervisory duties of the Board of Commissioners of the Company as set forth in the Company’s 2020 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 2020, to the extent such actions are reflected in the approved Company’s 2020 Annual Report and in the ratified Company’s 2020 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.    It was determined that for the accounting year ended on 31 December 2020 there will be no dividend to be distributed to the shareholders of the Company and that the net profits recorded in the financial statements for the accounting year ended on 31 December 2020 after having been deducted for the reserve fund referred to point a above will be used for funding the proposed business expansion.

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 2021, 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.    a.    It is approved to re-appoint:

- Jun Kuroda as the President Director of the Company;

- Toshiyuki Ishii and Budhy Herwindo as Directors of the Company;

- Takeshi Ishiguro as the President Commissioner of the Company; and

- Adji Baroto as the Independent Commissioner of the Company,

-all for the terms of offices effective as of the closing of the AGM.

b.    It is approved to appoint:

- Sonny Adi Nugroho as a Director of the Company; and

- Osamu Murakami as a Commissioner of the Company,

-both for the term of offices effective as of the closing of the AGM.

2.    It is confirmed that the compositions of the Board of Directors and the Board of Commissioners of the Company for the the term of offices effective as of the closing of the AGM until the closing of the second subsequent Annual General Meeting of Shareholders of the Company to be convened by the Company following the AGM, provided that a General Meeting of Shareholders of the Company is entitled to discharge each member of the Board of Directors and/or the Board of Commissioners of the Company at anytime for any reasons in accordance with the prevailing rules and regulations, are as follows:           

Board of Directors:

- President Director                  :    Jun Kuroda;

- Director                                 :    Toshiyuki Ishii;

- Director                                 :    Sonny Adi Nugroho; and

- Director                                 :    Budhy Herwindo.

Board of Commissioners:

- President Commissioner         :    Takeshi Ishiguro;

- Commissioner                       :    Osamu Murakami; and

- Independent Commissioner    :    Adji Baroto.

3.    Power of attorney is 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 AGM 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 Directors and the Board of Commissioners of the Company as resolved in the fourth agenda item of the AGM, 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.

Fourth Agenda Item:

1.    The Board of Commissioners of the Company is authorized to determine the amounts of salaries and allowances for the members of the Board of Directors of the Company for the accounting year ending on 31 December 2021.

2.    It is determined that the members 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 21 June 2021.

EGM

1.    Subject to the acceptance of the notification by the Minister of Law and Human Rights of the Republic of Indonesia (”MOL”), it was approved to amend the provisions in the Company’s Articles of Association for the purpose of adjustment with the Regulation of the Financial Services Authority of the Republic of Indonesia Number 15/POJK.04/2020 regarding the Plan and Implementation of General Meeting of Shareholders of Public Companies (“FSA Reg. 15/2020”) in accordance with material of the EGM regarding the proposed amendments to the Company’s Articles of Association which has been made available for shareholders on the website of the Company and have been distributed to the shareholders or their proxies present at the EGM before entering the venue of the EGM.

2.    Power of attorney was conferred on the Board of Directors of the Company or Mr. Wawan Sunaryawan, SH to state the amendments to the provisions of the Company’s Articles of Associationas resolved in item 1 above, to make any amendments and/or additions as deemed necessary by the Board of Directors to conform with the FSA Reg. 15/2020, and to restate other provisions in the Company’s Articles of Association which are not amended in a deed in front of a notary and to do all required actions for the purpose of notification of the amendments to the Company’s Articles of Association and notification of the amendments to MOL and to make any amendments and or additions thereto, if required by the competent authorities.

-This power of attorney is granted with the following conditions:

1.    this power is granted with the right to delegate this power to other persons;

2.    this power shall be effective as of the closing of the EGM; and

3.    the EGM agrees to ratify all acts performed by the attorney by virtue of this power of attorney.

Thus Minutes of the Meeting is made in accordance with the provision of paragraph (1) Article 51 of FSA Reg. 15/2020.

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 2020 which was approved in the first agenda item of the Meeting is the same as that was published in the daily newspaper Media Indonesia on 31 March 2021.

 

Jakarta, 21 June 2021

Board of Directors of the Company