SUMMON OF THE

ANNUAL GENERAL MEETING OF SHAREHOLDERS FINANCIAL YEAR 2023

PT KIMIA FARMA Tbk

The Board of Directors of PT Kimia Farma Tbk (the "Company") hereby calls for the Annual General Meeting of Shareholders for the Financial Year 2023 (hereinafter referred to as the "MEETING") to be held on:

Day and Date

: Tuesday, June 25, 2024

Time

:

13.00 WIB until finished

Link

to Join

:

Access the Electronic General Meeting System KSEI (eASY.KSEI) through

the

AGMS

the link

https://akses.ksei.co.id

provided by KSEI.

Regarding the implementation of the MEETING which is conducted electronically as referred to in Regulation No. 15/POJK.04/2020 and No. 16/POJK.04/2020, the Notary and Professionals, as well as Supporting Institutions, will coordinate to conduct the MEETING electronically at Kimia Farma Corporate University, Jl. Cipinang Cimpedak I No. 36, East Jakarta.

The Agenda of the MEETING:

1. Approval of the Company's Annual Report and Ratification of the Company's Consolidated Financial Statements, the Supervisory Report of the Board of Commissioners for the Financial Year 2023, including the Ratification of the Restatement of the Consolidated Financial Statements for Financial Year of 2021 and 2022, as well as the Ratification of the Implementation Report of the Micro and Small Business Funding Program (PUMK) for the Financial Year 2023, along with the Granting of Full Discharge and Release of Responsibility (volledig acquit et de charge) to the Board of Directors for the Management Actions of the Company and the Board of Commissioners for the

Supervisory Actions of the Company carried out during the Financial Year 2023.

Brief Explanation:

  1. Under Article 18 Paragraph (9) of the Company's Article of Association and Law Number 40 of 2007 concerning Limited Liability Companies (Company Law), it is stated that:
    1. The Board of Directors submits an annual report to the General Meeting of Shareholders (GMS) after being reviewed by the Board of Commissioners;
    2. The GMS carries out the approval of the Annual Report, including the ratification of the financial statement and the Board of Commissioners' supervisory report.
  2. Article 23 Regulation of the Minister of State-Owned Enterprises ("Permen BUMN") Number PER- 05/MBU/04/2021 dated 8 April 2021 concerning the Social and Environmental Responsibility Program of State-Owned Enterprises ("TJSL"), which stipulates that Financial Reports and Implementation of the TJSL Program are reported and integrated into the Periodic Report and Annual Report.

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2. Approval of the Use of the Company's Net Profit for the Financial Year 2023.

Brief Explanation:

Based on the Company's Articles of Association, the Board of Directors submits a proposal for the use of the Company's Net Profit.

3. Determination of Remuneration (Salary/Honorarium, Facilities, and Allowances) for the 2024 Fiscal Year and Performance Incentives for 2023 for the Board of Directors and the

Board of Commissioners of the Company.

Brief Explanation:

Based on the Company's Articles of Association, it is stated that the Salary/Honorarium, Allowances, and Facilities for the Board of Commissioners and the Board of Directors, as well as bonuses, must be decided by the GMS and the GMS can delegate the authority to determine them to the majority Series B Shareholders.

4. Appointment of the Public Accounting Firm (KAP) to audit the Company's Consolidated Financial Statements and the Micro and Small Business Funding Program (PUMK) Report

for the Financial Year 2024.

Brief Explanation:

Based on Article 59 paragraph (1) of the Financial Services Authority Regulation Number 15/POJK.04/2020 concerning the Plan and Organizing of the General Meeting of Shareholders of a Public Company, it is stated that the Appointment and Dismissal of Public Accountants and/or Public Accounting Firms that will provide audit services for information Annual historical financial statements must be decided in the GMS of a Public Company by considering the proposal of the Board of Commissioners.

5. Report on the Implementation of the Mandatory Convertible Bonds (OWK) Conversion into Shares for the Purpose of Increasing the Company's Capital, and Approval to Grant Authority to the Company's Board of Commissioners to Determine the Amount of Issued

and Paid-up Capital Increase.

Brief Explanation:

Based on Article 41 paragraphs (1) and (2) of the Limited Liability Company Law, it is regulated as follows:

  1. The increase in the Company's capital is carried out based on the approval of the GMS.
  2. The GMS may delegate authority to the Board of Commissioners to approve the implementation of the GMS decisions as referred to in paragraph (1) for a maximum period of 1 (one) year.

6. Changes in the Company's Management.

Brief Explanation:

Changes in the composition of the Company's Management based on the results of the Annual General Meeting of Shareholders (AGMS) for the 2018 Fiscal Year on May 7, 2019, regarding the term of office of the Human Resources Director of PT Kimia Farma Tbk, which ends at the AGMS for the 2023 Fiscal Year for the first period and can subsequently be reappointed by the GMS.

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Notes:

  1. This call serves as the official invitation to the MEETING for the Company's Shareholders, so the Company's Board of Directors will not send a separate invitation to the Company's Shareholders.
  2. Shareholders entitled to attend the MEETING and participate electronically are those whose names are recorded in the Company's Shareholders Register (DPS) and/or shareholders of the Company in securities sub-accounts at PT Kustodian Sentral Efek Indonesia ("KSEI") at the close of trading on the Indonesia Stock Exchange on Friday, May 31, 2024.
  3. The Company has provided MEETING Agenda's materials for each MEETING Agenda since the date of this summons, which can be downloaded through the Company's website www.kimiafarma.co.id
  4. Shareholders who wish to grant power of attorney electronically to participate in the MEETING via the eASY.KSEI application should note the following:
    a. Registration Process
    1. Local individual shareholders who have not declared their attendance or granted power of attorney in the eASY.KSEI application by the deadline in item 2 and wish to attend the MEETING electronically must register their attendance in the eASY.KSEI application on the day of the MEETING until the electronic MEETING registration period is closed by the Company.
    2. Local individual shareholders who have declared their attendance but have not cast a vote for at least 1 (one) agenda item of the MEETING in the eASY.KSEI application by the deadline in item 2 and wish to attend the MEETING electronically must register their attendance in the eASY.KSEI application on the day of the MEETING until the electronic MEETING registration period is closed by the Company.
    3. Shareholders who have granted power of attorney to the power of attorney provided by the Company (Independent Representative) or Individual Representative but have not cast a vote for at least 1 (one) agenda item of the MEETING in the eASY.KSEI application by the deadline in item 2, the power of attorney representing the shareholders must register their attendance in the eASY.KSEI application on the day of the MEETING until the electronic MEETING registration period is closed by the Company.
    4. Shareholders who have granted power of attorney to a participant/intermediary (Custodian Bank or Securities Company) and have cast a vote in the eASY.KSEI application by the deadline in item 2, the registered power of attorney representative in the eASY.KSEI application must register their attendance in the eASY.KSEI application on the day of the MEETING until the electronic MEETING registration period is closed by the Company.
    5. Shareholders who have declared their attendance or granted power of attorney to the power of attorney provided by the Company (Independent Representative) or Individual Representative and have cast a vote for at least 1 (one) or all of the MEETING agenda items in the eASY.KSEI application by the deadline in item 2, shareholders or their power of attorney do not need to register their attendance electronically in the eASY.KSEI application on the day

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of the MEETING. Share ownership will automatically be counted as the attendance quorum and the cast votes will automatically be counted in the MEETING voting.

    1. Delays or failures in the electronic registration process as referred to in points (i) to (iv) for any reason will result in shareholders or their proxies not being able to attend the MEETING electronically, and their share ownership will not be counted as the attendance quorum in the MEETING.
  1. Process for Submitting Questions and/or Opinions Electronically
    1. Shareholders or their proxies have 3 (three) opportunities to submit questions and/or opinions at each discussion session per MEETING Agenda. Questions and/or opinions per MEETING Agenda can be submitted in writing by the Shareholders or their proxies by using the chat feature in the 'Electronic Opinions' column available on the E-MEETING Hall screen in the eASY.KSEI application. Giving questions and/or opinions can be done as long as the status of the MEETING in the 'General MEETING Flow Text' column is "Discussion started for Agenda item No. [ ]".
    2. Determination of the mechanism for conducting discussions per MEETING Agenda in writing through the E-Meeting Hall screen in the eASY.KSEI application is the authority of each Company and this will be stated by the Company in the Rules of Conduct for the MEETING through the eASY.KSEI application.
    3. For the proxies who are present electronically and will submit questions and/or opinions of their shareholders during the discussion session per the Agenda of the MEETING, they are required to write down the names of the Shareholders and the amount of their share ownership followed by related questions or opinions.
  2. Voting Process
    1. The electronic voting process takes place in the eASY.KSEI application on the E- MEETING Hall menu, Live Broadcasting sub-menu.
    2. Shareholders who are present alone or are represented by their proxies but have not yet cast their votes at the MEETING Agenda as referred to in point 4 letter a number i-iv, the Shareholders or their proxies have the opportunity to submit their vote during the voting period through The E-MEETING Hall screen in the eASY.KSEI application was opened by the Company. When the electronic voting period per MEETING Agenda begins, the system automatically runs the voting time by counting down a maximum of 5 (five) minutes. During the electronic voting process, the status "Voting for Agenda item No [ ] has started" will be seen in the 'General MEETING Flow Text' column. If the Shareholders or their proxies do not vote for a particular MEETING Agenda until the status of the implementation of the MEETING shown in the 'General MEETING Flow Text' column changes to "Voting for Agenda item No [ ] has ended", it will be considered as voting Abstain for the relevant Agenda of the MEETING.
    3. Voting time during the electronic voting process is the standard time set in the eASY.KSEI application. Each Company may determine the policy of direct voting time electronically per Agenda in the MEETING (with a maximum time of 5 (five)

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minutes per MEETING Agenda) and this will be stated in the Rules of Conduct for the Implementation of the MEETING through the eASY.KSEI application.

    1. Watch the ongoing MEETING through the GMS Zoom Webinar on eASY.KSEI
      1. Shareholders or their proxies who have been registered in the eASY.KSEI application no later than the deadline in point 2 can watch the ongoing MEETING via Zoom Webinar by accessing the eASY.KSEI menu, the GMS Impressions submenu located at the AKSes facility (https://access.ksei.co.id/<_https3a_ _access.ksei.co.id2f_=""> ).
      2. The GMS Zoom Webinar has a capacity of up to 500 participants, where the attendance of each participant will be determined on a first come first serve basis. Shareholders or their proxies who do not get the opportunity to watch the implementation of the MEETING through the GMS Zoom Webinar are still considered valid to be present electronically and share ownership and voting choices are taken into account at the MEETING, as long as they have been registered in the eASY.KSEI application as stipulated in point 4 letter a number i
        -vi.
      3. Shareholders or their proxies who only watch the ongoing MEETING through the GMS Zoom Webinar but are not registered to attend electronically on the eASY.KSEI application according to the provisions in point 4 letter a number i-vi, then the presence of the Shareholders or their proxies is considered invalid and will not be included in the calculation of the MEETING attendance quorum.
      4. Shareholders or their proxies who watch the MEETING through the GMS Zoom Webinar have a raise hand feature that can be used to ask questions and/or opinions during the discussion session per MEETING Agenda. If the Company allows by activating the allow to talk feature, the Shareholders or their proxies can submit questions and/or opinions by speaking directly. The determination of the mechanism for the implementation of discussions per MEETING Agenda using the allow to talk feature contained in the GMS Zoom Webinar is the authority of each Company and this will be stated by the Company in the Rules of Conduct for the Implementation of the MEETING through the eASY.KSEI application.
      5. To get the best experience in using the eASY.KSEI application and/or GMS Impressions, Shareholders or their proxies are advised to use the Mozilla Firefox browser.
  1. The Notary, assisted by the Securities Administration Bureau, will conduct the verification and tallying of votes for each Agenda Item of the MEETING in every decision-making process regarding those Agenda Items, including those based on votes submitted by Shareholders through eASY.KSEI as referred to in point 4 letter c numbers i-iii above, as well as those submitted during the MEETING.
  2. The Company recommends to Shareholders eligible to attend the MEETING whose shares are held in collective custody by KSEI to register their attendance electronically through the KSEI System (eASY.KSEI) at the link https://akses.ksei.co.id/provided by KSEI. Electronic registration will be open from the date of this MEETING summons and will close no later than before the MEETING, specifically at 12:30 PM WIB.

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  1. Further guidance on registration, usage, and explanation regarding eASY.KSEI can be found on the Company's website and/or the website akses.ksei.co.id.
  2. In the event that a Shareholder will attend the MEETING outside the eASY.KSEI mechanism, the Shareholder can download a power of attorney available on the Company's website www.kimiafarma.co.id.
  3. Shareholders who have granted proxies in point 4 above can submit questions regarding the agenda via email to the Company atcorsec@kimiafarma.co.idwith a copy to DM@datindo.com, and these questions will be presented at the MEETING by the Proxy Holder and recorded in the MEETING Minutes prepared by the Notary, and answers to these questions will be provided via email to the Shareholders no later than 3 (three) working days after the MEETING.
  4. To facilitate the organization and orderliness of the MEETING, Shareholders or their valid proxies are kindly requested to register their attendance no later than 30 (thirty) minutes before the MEETING starts, and registration will close at 12:30 PM WIB.

Jakarta, June 03, 2024

PT Kimia Farma Tbk

Board of Directors

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Attachments

Disclaimer

PT Kimia Farma Tbk published this content on 03 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 June 2024 14:39:07 UTC.