1. Approval of the Company’s Annual Report for Fiscal Year 2025 and Ratification of the Company’s Consolidated Financial Statements for Fiscal Year 2025, the Board of Commissioners’ Supervisory Duties Report for Fiscal Year 2025, as well as Ratification of the Report on the Implementation of the Micro and Small Business Funding Program (Program Pendanaan Usaha Mikro dan Usaha Kecil/PUMK) for Fiscal Year 2025, including an explanation of the Company’s financial condition resulting from the restatement of the Fiscal Year 2023 Financial Statements audited by KAP Hendrawinata, Hanny, Erwin & Sumargo pursuant to its report Number 00274/2.1127/AU.1/04/0797-3/1/VI/2025 dated 17 June 2025, and the granting of full release and discharge (volledig acquit et de charge) to the Board of Directors for the management actions of the Company and to the Board of Commissioners for the supervisory actions of the Company carried out during Fiscal Year 2025.
Brief explanation:
1. Pursuant to Article 12 paragraph (2) letter b in conjunction with Article 19 and Article 22 paragraph (2) of the Company's Articles of Association, as well as Law Number 40 of 2007 concerning Limited Liability Companies, as amended (the "Company Law"), it is stipulated that:
a. the Board of Directors shall submit the Annual Report to the General Meeting of Shareholders (“GMS”) after it has been reviewed by the Board of Commissioners;;
b. the approval of the Annual Report, including the ratification of the financial statements and the report on the Supervisory Duties of the Board of Commissioners, shall be carried out by the GMS.
2. Article 33 paragraph (1) of the Regulation of the Minister of State-Owned Enterprises Number PER-1/MBU/03/2023 of 2023 concerning Special Assignments and the Social and Environmental Responsibility Program of State-Owned Enterprises (“MOE Regulation 01/2023”) stipulates that the financial statements and the report on the implementation of the SOE Social and Environmental Responsibility Program (TJSL BUMN) shall form an integral part of the quarterly reports and annual performance reports of SOEs, which shall be set out in a separate chapter.
3. Based on the restatement of the Company's Financial Statements for Fiscal Year 2023 by KAP Hendrawinata, Hanny, Erwin & Sumargo, as set forth in its report Number 00274/2.1127/AU.1/04/0797-3/1/VI/2025 dated 17 June 2025
2. Determination of the Salary/Honorarium, including Facilities and Allowances for Fiscal Year 2026, as well as Performance-Based Remuneration for Fiscal Year 2025 for the Management of the Company.
Brief explanation:
Pursuant to the Company’s Articles of Association, the Salary/Honorarium, Allowances and Facilities of the Board of Commissioners and the Board of Directors of the Company, as well as tantiem, must be resolved by the General Meeting of Shareholders (“GMS”)..
3. Determination of the Public Accountant and/or Public Accounting Firm to Audit the Company’s Consolidated Financial Statements and the Financial Statements of the PUMK Program for Fiscal Year 2026.
Brief explanation:
Pursuant to Article 22 of the Company’s Articles of Association and Article 59 paragraph (1) of Financial Services Authority Regulation Number 15/POJK.04/2020 concerning the Planning and Conduct of General Meetings of Shareholders of Public Companies, the appointment and dismissal of a Public Accountant and/or Public Accounting Firm that will provide audit services on annual historical financial information must be resolved at the General Meeting of Shareholders (“GMS”) of the Public Company by taking into consideration the proposal of the Board of Commissioners
4. Delegation of Authority to Approve the Company's Long-Term Plan (Rencana Jangka Panjang Perusahaan or "RJPP") for the 2026–2030 Period and the Company's Work Plan and Budget (Rencana Kerja dan Anggaran Perusahaan or "RKAP") for Fiscal Year 2027, including any amendments thereto, from the General Meeting of Shareholders ("GMS") to a party designated by the GMS.
Brief explanation:
Based on Article 17 paragraph (3) of the Company's Articles of Association concerning the Company's Long-Term Plan (RJPP) and Article 18 paragraph (2) concerning the Company's Work Plan and Budget (RKAP), it is stipulated that the RJPP and RKAP shall be approved by the GMS
5. Report on the Implementation of the Conversion of Mandatory Convertible Bonds (Obligasi Wajib Konversi/OWK) into shares in the context of increasing the Company’s capital, as well as approval for the granting of authority to the Company’s Board of Commissioners to declare the amount of the increase in issued and paid-up capital
Brief explanation:
Pursuant to Article 41 paragraphs (1) and (2) of Law Number 40 of 2007 concerning Limited Liability Companies, it is stipulated as follows:
1. Any increase in the Company’s capital shall be 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 resolution as referred to in paragraph (1) for a period of no longer than 1 (one) year
6. Report on the Implementation of the Transfer/Disposal and Write-Off of the Company’s Assets representing more than 50% of the Company’s net assets, as approved in the Extraordinary General Meeting of Shareholders (“EGMS”) of the Company dated 3 November 2025.
Brief explanation:
The Company has obtained approval from the Extraordinary General Meeting of Shareholders (“EGMS”) held on 3 November 2025 to carry out the Transfer/Disposition and Write-Off of the Company’s Assets representing more than 50% of the Company’s net assets for the Company’s purposes, which shall be conducted in the form of the sale of 38 (thirty-eight) Company assets consisting of land and buildings, namely:
a. 1 (one) land asset located in Cikarang with a value of Rp347 billion to PT Bio Farma (Persero), being the Company’s main shareholder with ownership of 89.82%, and therefore constituting an affiliated party;
b. 37 (thirty-seven) other land and building assets to be disposed of through auction at the State Assets and Auction Service Office (Kantor Pelayanan Kekayaan Negara dan Lelang/KPKNL), which is planned to be conducted during the period from 2026 to 2029.
7. Changes in the Composition of the Company’s Management.
Brief explanation:
Referring to the Company’s Articles of Association, the Board of Commissioners and the Board of Directors shall be appointed and dismissed by the GMS