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, Meeting means the Extraordinary General Meeting of Shareholders of the Company.
This Summary of the Minutes of the Merting 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 13 December 2017 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:
Wednesday, from 09.45 until 10.05 West Indonesia Time.
Agenda items of the Meeting:
1. Request for approval of the Company's plan to delist all of its shares in the Indonesia Stock Exchange (Delisting), including the approval of the appointment of Independent Appraisers and the results of the appraisal conducted by an Independent Appraiser.
2. Request for approval of the Company's shares buy-back plan for the purpose of Delisting implementation.
3. Request for approval of the amendment of the Company's Articles of Association as a result of the implementation of Delisting.
b. Members of the Board of Directors and the Board of Commissioners of the Company attending the Meeting
Board of Directors:
-President Director : Jun Kuroda
-Director : Adeel Akhlaq Hassan
-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 were present and/or represented is 767,294 (seven hundred sixty-seven thousand two hundred and ninety-four) Series A shares and 9,268,000 Series B shares or in total 10,035,294 (ten million thirty-five thousand two hundred and ninety-four) shares or 98% (ninety-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 Meeting
At each end of the discussion of each of the agenda of 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 all of the agenda items of the Meeting.
f. Meeting decision-making mechanism
The proposed resolutions for all of the agenda items 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
First agenda item:
1. Subject to the approval of PT. Bursa Efek Indonesia, an approval was given to the Company to delist all of its shares from list of Securities listed in PT. Bursa Efek Indonesia.
2. It was approve the followings:
(a) the appointment of Kantor Jasa Penilai Publik Antonius Setiady& Rekan (KJPP ASR) as an independent appraiser to appraise the value of Series A shares owned by the Company’s public shareholders;
(b) the Appraisal Report as presented in File No. KJPP ASR-2017-049-A dated 16 October 2017 (th “Appraisal Report of KJPP ASR”); and
(c) the fair market value of each series A shares owned by public shareholders based on such Appraisal Report of KJPP ASR, namely Rp166.249,00 (one hundred sixty-six thousand two hundred and forty-nine Rupiah).
3. The Board of Directors of the Company was authorized to take any and all actions required for the implementation of the delisting of the Company’s shares from the list of Securities listed in PT. Bursa Efek Indonesia.
Second agenda item:
1. a. The Company was approved to re-purchase any number of series A shares from public shareholders wishing to sell their shares at the price of Rp440.138,00 (four hundred forty thousand one hundred and thirty-eight Rupiah) per share;
b. it was confirmed that the repurchase of shares is part of the procedures of the delisting of the Company’s shares from the list of Securities listed in PT. Bursa Efek Indonesia; dan
c. the Board of Directors of the Company was authorized to make payment and records of the repurchased shares.
2. It was determined that the periode of repurchase of shares referred to in resolution point 1 above will be 5 working days, ie as of 18 December 2017 until and including 22 December 2017.
3. The Board of Commissioners of the Company was authorized to do any all all actions for the implementation of the repurchase of shares, including but not limited to the procedures of shares repurchase and the number of shares to be repurchased by the Company.
1. Subject to the acceptance of notification by the Minister of Laws and Human Rights of the Republic of Indonesia (MOL), the amendments to the Articles of Association in accordance with the materials distributed to all the attendants prior to entering the venue of this Meeting was approved;and
2. The Board of Directors of the Company was authorized 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, and to restate all provisions of the Company’s Articles of Association 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 Associationto MOL 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, 15 December 2017
Board of Directors of the Company