NOTICE FOR 

AN ANNUAL GENERAL MEETING OF SHAREHOLDERS and 

AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS 

 OF PT. TAISHO PHARMACEUTICAL INDOENSIA TBK

(the “Company”)

The shareholders of the Company are hereby invited to attend the Annual General Meeting of Shareholders (“AGM”) and the Extraordinary General Meeting of Shareholders (“EGM”)on:

Day/Date         :     Wednesday, 22 May 2019

Venue              :     Mercantile Athletic Club, 18th Floor,

                              World Trade Center Building,

                              Jalan Jend. Sudirman Kav. 31,

                              Jakarta 12920

Time                :     09.00 West Indonesia Time – finished 

Agenda items:

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 2018.

                             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 2019.

                             4.    Appointments and re-appointments of members of the Board of Directors and the Board of Commissioners of the Company and determination of salaries and allowancesof the Board of Directors and Board of Commissioners of the Company.

 EGM              :    Request for approval on the proposed amendments to Article 3 of the Articles of Association of the Company in the form of editorial changes to the description of the Company's business activities.

NOTES:

1.    The first agenda up to the third agenda of the AGM is a routine agenda that is discussed and decided at each AGM. Meanwhile, the fourth agenda item needs to be discussed and decided because the term of office of the Board of Directors and Board of Commissioners of the Company will expire at the closing of the AGM, and therefore the appointment and reappointment of members of the Board of Directors and Board of Commissioners of the Company for the next term will be proposed.

       The agenda of the EGM needs to be discussed and requested for approval in the context of editorial changes in the description of the Company's business activities for the purpose of adjusting the Indonesian Business Standard Classification (KBLI) code on the Legal Entity Administration System of the Republic of Indonesia to conform to KBLI on the Online Single Submission (OSS) on Business Licensing Services Integrated Electronic.

2.    In connection with the AGM and EGM, the Company does not send an invitation to shareholders of the Company, so that that this advertisement is the official invitation for all shareholders of the Company.

3.    The materials to be discussed in AGM and EGM and other documents related to the implementation of the AGM and EGM have been made available at the Company’s Head Office, at Tamara Center Building, 10th Floor, Jl. Jend. Sudirman Kav.24, Jakarta 12190 as of the date of this notice until the date of the AGM and EGM.

4.    The shareholders who are entitled to be present at the AGM/ EGM are the Company’s shareholders whose names are registered in the Register of Shareholders of the Company on 29 April 2019 at 16:00 West Indonesia Time or their lawful attorney.

5.    The AGM can be held and make legitimate decisions if attended by shareholders or their authorized proxies representing more than ½ (one half) of the total shares with voting rights, while the EGM can be held and make legitimate decisions if attended by shareholders or a valid proxy representing at least 2/3 (two thirds) of the total shares with voting rights. Decisions proposed for all agenda items of the AGM and EGM must be taken based on deliberation to reach consensus. In the event that a decision based on deliberation for consensus is not reached, then the decisions for all AGM agendas must be taken by voting according to a vote of more than ½ (one half) of the number of votes issued legally at the AGM, while the decision for the EGM agenda must be taken by voting based on the vote agreed more than 2/3 (two-thirds) of the number of votes issued legally at the EGM.

6.    The Company’s shareholders whose shares have not been deposited in the Collective Depository who will attend the AGM/EGM, are requested to present the original Shares Collectove Certificate or submit its copy and the copy of their Kartu Tanda Penduduk (KTP) or other identity card to the Registration Officer of the Company prior to entering the AGM/EGM. While the shareholders whose shares have been deposited in the Collective Depository  or their lawful attorney are requested to submit the original written confirmation for shareholders meeting and the copy of their KTP or other identity card.

7.   (a).The Company’s shareholders who are not able to attend the AGM and/or EGM, can be represented by their attorney by virtue of a power of attorney in the form and substance acceptable to the Board of Directors of the Company, provided that the members of the Board of Directors, members of the Board of Commissioners and employees of the Company can act as attorney of the shareholders at the AGM/EGM, however the votes they cast will not be counted in voting. Therefore, its recommende that the shareholders of the Company do not appoint members of the Board of Directors, members of the Board ofCommissioners or employees of the Company as attorney. If the power of attorney of shareholders are signed outside of Indonesia, such power of attorney must be legalized by the Indonesian Embassy or nearest counseler  where such power of attorney is signed.

      (b) The form of power of attorney dan be obbtained during the business hours and business days at the Head Office of the Company, at Tamara Center Building, 10th Floor, Jl. Jenderal Sudirman Kav. 24, Jakarta 12920 or at the office of the Company’s Shares Registrar,PT. Bima Registra, di Graha MIR, 6th Floor A2, Jl. Pemuda No. 9, Rawamangun, East Jakarta 13220.

      (c)  All power of attorney for the AGM should have been received at the Head Office of the Company or at the office of the Company’s Shares Registrar, at the address mentioned in item (b) above, at the latest 16.00 West Indonesia Time, 3 (three) business days prior to the AGM, namely 17 May 2019.

8.  The Company’s shareholders which are legal entities (“Legal Entity Shareholders”) can be represented in the AGM/EGM by a person (persons) having authority to represent and act for and on behalf of the Legal Entity Shareholders in accordance with the Articles of Association of the Legal Entity Shareholders.

Kindly requested to send:

(a)  copies of the Articles of Association of the Legal Entity Shareholders prevailing at the AGM/EGM, and

(b)  copy of the Minutes of General Meeting of Shareholder or other document related to the appointment of members of the Board of Directors or management of the Legal Entity Shareholders having their offices at the AGM/EGM are held, together with the evidence of notification and regiatration of their appointment to the competent authority,

to the Head Office of the Company or the office of the Company’s Shares Registrar, at the address mentioned in item 7.(b) above, at the latest 3 (three) business days prior to the AGM is re held, namely 17 May 2019.

9.   To facilitate the smooth conduct AGM/EGM, the Company’s shareholders are kindly requested to be present at the venue of the AGM/EGM at the latest 15 (fifteen) minutes prior to the AGM/EGM being commenced.

Jakarta, 30 April 2019

The Board of Director of the Company