Summary of the Minutes of the Extraordinary General Meeting22 December 2016
Summary of the Minutes of
the Extraordinary 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 Extraordinary General Meeting of Shareholders of the Company. In this summary of the minutes, the Meeting means the Extraordinary General Meeting of Shareholders of the Company.
This Summary of the Minutes of the Meeting 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 20 December 2016 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:
Tuesday, from 09.10 until 09.15 am West Indonesia Time.
Agenda item of the Meeting:
Change in the composition of the Board of Directors 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 : 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 10,240,000
The number of shares whose holders/owners or their proxies were present or represented is 764,941 series A shares and 9,268,000 series B shares or 98.97% of all number of shares issued by the Company.
d. Giving the opportunity to ask questions and/or give opinions related to the agenda of the Meeting
At the end of the discussion of the agenda item of the 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 the agenda items of the Meeting.
f. Meeting decision-making mechanism
The proposed resolutions for the agenda item of the Meeting are validly approved by the Meeting without voting (unanimously approved).
g. Results of voting for the resolutions of the Meeting
No voting was conducted in adopting resolutions, as all of the proposed resolutions are unanimoulsy approved.
h. Resolutions of the Meeting
1. The resignation of Mr. Julizar Junaldy from his position as the Independent Director of the Company, effective as of the closing of the Meeting was approved.
2. It was confirmed that effective as of the closing of the Meeting, the composition of the Board of Directors of the Company is as follows:
- President Director : Mr. Jun Kuroda;
- Director : Mr. Masashi Nakaura; and
- Director : Mr. Adeel Akhlaq Hassan.
3. The Board of Directors of the Company or Mr. Wawan Sunaryawan, SH, was authorized jointly or individually to state the resolutions adopted in the Meeting in a notarial deed, in front of a notary and to do all required actions for the purpose of notification of the composition of the Board of Directors of the Company as resolved in the Meeting to the Minister of Law 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.
-This power of attorney is granted with the following conditions:
(a) this power is granted with the right to delegate this power to other persons;
(b) this power shall be effective as of the closing of the Meeting; and
(c) the Meeting agrees to ratify all acts performed by the attorney by virtue of this power of attorney.
Thus this Minutes of the Meeting is made in accordance with the provision of paragraph (1) Article 34 of FSA Regulation 32/2014.
Jakarta, 22 December 2016
Board of Directors of the Company