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 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 Pharmaceutical Indonesia 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 (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 34 of the FSA Regulation 32/2014.

a.    Date, venue, time and agenda items of the Meetings

The date of the Meetings is 22 May 2019 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 09.15 until 09.5West Indonesia Time.

                     EGM            :           from 09.58 until 10.10 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 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.  Appointment and re-appointment of members of the Board of Directors and 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 Commissioners of the Company.

Agenda item of the EGM:

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

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

Board of Directors:

- Director                    :    Masashi Nakaura

- Independent Director     :            Budhy Herwindo

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 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 765,401 (seven hundred sixty-five thousand four hundred and one) Seriss A shares and 9,268,000 (nine million two hundred sixty-eight thousand) Series B shares or in total 10,033,401 (ten million thirty-three thousand four hundred and one) 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 765,601 (seven hundred sixty-five thousand six hundred and one) Seriss A shares and 9,268,000 (nine million two hundred sixty-eight thousand) Series B shares or in total 10,033,601 (ten million thirty-three thousand six hundred and one) 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 and third 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 closed voting for the fourth agenda item of the AGM, all shareholders approve the proposed resolutions for the fourth agenda item of the AGM.

 

h.    Resolutions of the Meetings

AGM

First Agenda Item:

1.    The Annual Report of the Company for the accounting year ended on 31 December 2018 (“Company’s 2018 Annual Report”) was approved and the Financial Statements of the Company for the accounting year ended on 31 December 2018 (“Company’s 2018 Financial Statements”) including the report on the supervisory duties of the Board of Commissioners of the Company as set forth in the Company’s 2018 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 2018, to the extent such actions are reflected in the approved Company’s 2018 Annual Report and in the ratified Company’s 201Financial 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.    Dividends for the accounting year ended on 31 December 2018 in the amount of IDR19,000.00 (nineteen thousand Indonesian Rupiah) per share or in total IDR193,378,010,000.0(one hundred ninety-three billion three hundred seventy-eight million and ten thousand Indonesian Rupiah) (“Dividends”) are distributed to the holders/owners of 909,790 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 10 June 2019 at 4.00 p.m. West Indonesia Time (hereinafter will be referred to as the “Eligible Shareholders”).

-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, not later than 21 June 2019, which can be cashed in all branches in Indonesia of Citibank N.A.

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 Registradi Satrio Tower Building, 9th Floor, Jl. Prof.Dr.Satrio Blok C5, Kuningan Timur, Jakarta Selatan 12950 (“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 14 June 2019 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, Listed Companies, at Jalan Jenderal Sudirman Kav. 56South Jakarta, 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 14 June 2019 at 4.00 p.m. West Indonesian Time.

e.    The payment of Dividends shall be effected no later than 21 June 2019.

3.    The Board of Directors of the Company was authorized to effect the distribution of such Dividends and to perform all necessary actions for the distribution of Dividends.

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 2019, 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:

- Adeel Akhlaq Hassan as Directors of the Company; and

- Naoaki Sugano as a Commissioner of the Company,

b.    It is approved to appoint:

- Pervaiz Ahmed as the President Director of the Company;

- Kenichi Yamaguchi as a Director of the Company;

- Sonny Adi Nugroho as a Director of the Company;

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

- Adji Baroto as an Independent Commissioner of the Company,

all for the term of offices effective as of the closing of this Meeting.

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   :    Pervaiz Ahmed;

- Director                  :    Kenichi Yamaguchi;

- Director                  :    Adeel Akhlaq Hassan; and

- Director                  :    Sonny Adi Nugroho.

Board of Commissioners:

- President Commissioner     :    Takeshi Ishiguro;

Commissioner                    :    Naoaki Sugano; and

Independent Commissioner    :       Adji Baroto.

3.    The Board of Commissioners of the Company is 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 2019.

4.    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 22 May 2019.

5.    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.

 

EGM

1.    Subject to the approval of the Minister of Law and Human Rights of the Republic of Indonesia (“MOL”), to approve amendments to Article 3 of the Company's Articles of Association, so Article 3 of the Company’s Article of Association shall read as follows:

Article 3

Objectives and Purposes and Business Activities

 

3.1.    The purpose and objective of the Company is to be engaged in the industry.

3.2.    To achieve the above purpose and objective the Company may engage in the following business activities:

a.    manufacturing and processing of finished-form medicines (preparations) for humans, in the form of tablets, capsules, ointments, powderspatches and other forms in accordance with the development of science in the field of medicine, chemical products,  medical chemical products, cosmetic products, candies, food and beverages as well as other products, especially those licensed by “Taisho Pharmaceutical Co., Ltd.” and its affiliates and/or those which production,  manufacturing, development, registration and/or processing are implemented based on certain support services agreements provided by “Taisho Pharmaceutical Co., Ltd.” and its affiliates;

b.    producing chemical products used for agriculture and for public health, for animal and household, especially those licensed by “Taisho Pharmaceutical Co., Ltd.” and its affiliates and/or those which production, manufacturing, development, registration and/or processing are based on certain support services agreements provided by “Taisho Pharmaceutical Co., Ltd.” and its affiliates; and

c.    to be engaged in the domestic and international trading of the abovementioned products.

2.    The Board of Directors of the Company or Wawan Sunaryawan, SH, jointly or individually are authorized to state the resolutions adopted in the EGM in a notarial deed, in front of a notary and to do all required actions for the purpose of obtaining the approval of the MOL on the amendments to Article 3 of the Articles of Association of the Company as resolved in the EGM, 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 EGM; and

(c)   the EGM agrees to ratify all acts performed by the attorney by virtue of this power of attorney.

 

i.     The implementation of the cash dividend payment

Payment of cash dividends as resolved in the second agenda item of the Meeting 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 10 June 2019, and will be made no later than 21 June 2019.

Thus Minutes of the Meeting 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 Statements of Financial Position, the Statements of Comprehensive Income and Statements Cash Flows of the Company for the period ended on 31 December 201which was approved in the first agenda item of the Meeting is the same as that was published in the daily newspaper Media Indonesia on 29 March 2019.

 

Jakarta, 24 May 2019

Board of Directors of the Company