Articles of Association

The Articles of Association currently in force of the Company are as stipulated in Deed No. 101 dated 13 April 2023, drawn up before Christina Dwi Utami, S.H., M.Hum., M.Kn., a Notary in the Administrative City of West Jakarta, and have obtained approval from the Minister of Law and Human Rights of the Republic of Indonesia pursuant to Decree dated 28 April 2023 Number: AHU-0024049.AH.01.02.TAHUN 2023.

Meanwhile, the latest composition of the Board of Directors and the Board of Commissioners refers to the Deed Number 197 dated 23 April 2026, drawn up before Christina Dwi Utami, S.H., M.Hum., M.Kn., a Notary in the Administrative City of West Jakarta.

Articles of Association

• Article of Association (Deed No. 101 Dated 13 April 2023)

Code of Conduct

The Code of Conduct or the Code of Ethics of Prodia aims to regulate the relations between the people of PT Prodia Widyahusada Tbk (“Company”) and the external parties such as the customers, including the general public; general practitioners, companies; hospitals; clinical laboratories; business partners, similar business actors, governments, creditors, investors, press, and law enforcement agencies.

The Code of Conduct will apply to all personnel of Prodia, from the Board of Commissioners, and Board of Directors, to employees, including those acting on behalf of Prodia; Affiliates; Cooperation Partners, and Customers.

Code of Conduct

• Code of Conduct

Guidelines for Board of Commissioners and Board of Directors

The Company has prepared a Board Manual or work guidelines for the Board of Commissioners and the Board of Directors. This Board Manual is a part of the Code of Corporate Governance which refers to the Articles of Association of the Company, Law of Limited Liability Companies, and other relevant regulations.

The functions of the Manual Board are as follows:

1. To serve as a guideline on the duties, authorities, and responsibilities of each Member of the Board of Commissioners and the Board of Directors.
2. To ensure the implementation of Good Corporate Governance (GCG) principles, namely transparency, accountability, responsibility, independence, and fairness.
3. To improve the efficiency, effectiveness, and quality of the work relationship between the Board of Commissioners and the Board of Directors.

This Board Manual serves as a guideline for the implementation of the working relationship between the Board of Directors, the Board of Commissioners, and the General Meeting of Shareholders of PT Prodia Widyahusada Tbk, which includes their duties, responsibilities, authorities, meeting mechanisms, decision-making process, and the principles of control and supervision by the Board of Directors, the Board of Commissioners, and the General Meeting of Shareholders.

Guidelines for Board of Commissioners and Board of Directors

• Board of Commissioners & Directors Diversity’s Policy

• Loan Policy for the Board of Directors and Board of Commissioners

• Board Assessment Criteria

• Board Succession Policy

• Work Guidelines Board of Commissioners & Director

Meetings of Board of Commissioners and Board of Directors

In supervising the Company’s business activities, the Board of Commissioners regularly holds meetings to discuss matters related to the Company’s supervision and management. Subject to the Regulation of OJK Number 33/POJK.04/2014 concerning the Board of Directors and the Board of Commissioners of Issuers or Public Companies, the Board of Commissioners must conduct a meeting at least 1 (once) every 2 (two) months. The agenda or matters discussed in the meetings of the Board of Commissioners include recommendations of the Board of Commissioners on the Company’s strategic management or other approvals of the Board of Commissioners, corporate performance review, and other strategic matters.

Meetings of the Board of Directors

In managing the Company, the Board of Directors regularly holds meetings to discuss matters related to the Company’s management. Pursuant to the Regulation of OJK Number 33/POJK.04/2014 concerning the Board of Directors and the Board of Commissioners of Issuers or Public Companies, the Board of Directors must conduct a meeting at least 1 (one) time a month. The Meeting Agenda include matters within the scope of the responsibilities of the Board of Directors, including the Company’s strategies, new test and medical check-up panel development planning, risk and operational management, and other strategic matters.

Joint Meetings of the Board of Commissioners and the Board of Directors

The Company’s Board of Commissioners and Directors will always coordinate and collaborate to achieve long-term business goals and sustainability. The Board of Commissioners and the Board of Directors will hold regular meetings to share perspectives and decide on important business and operational continuity matters.

Pursuant to the Regulation of OJK Number 33/POJK.04/2014 concerning the Board of Directors and the Board of Commissioners of Issuers or Public Companies, the Joint Meetings of the Board of Commissioners and the Board of Directors must be conducted at least 1 (once) every 4 (four) months. The Meeting Agenda include the working plans, operational matters, business opportunities, and strategic issues requiring the approval of the Board of Commissioners. The joint meeting discusses the periodic reports of the Board of Directors, to which the Board of Commissioners shall provide responses, notes, and advice documented in the minutes of the meeting.

Meetings of Board of Commissioners and Board of Directors

• Board of Commissioner & Board of Directors Meeting 2026

• Board of Commissioner & Board of Directors Meeting 2025

• Board of Commissioner & Board of Directors Meeting 2024

• Board of Commissioner & Board of Directors Meeting 2023

• Board of Commissioner & Board of Directors Meeting 2022

The Company Secretary is appointed by and reports to the Board of Directors (BoD). Pursuant to the Regulation of OJK Number 35/POJK.04/2014 concerning the Company Secretary of Issuers or Public Companies, in general, the duties and responsibilities of the Company Secretary are as follows:

1. To closely monitor the developments of the Capital Market sector, particularly related to the relevant Capital Market laws and regulations;
2. To provide inputs to the Board of Commissioners and the Board of Directors of the Company to comply with the laws and regulations in the Capital Market sector;
3. To serve as a liaison between the Company and its shareholders, the Otoritas Jasa Keuangan (OJK), the Indonesian Stock Exchange, and other stakeholders,
4. To assist the Board of Directors and the Board of Commissioners in implementing corporate governance, which includes:
1. Disclosing information to the public, including making information available on the Websites of Issuers or Public Companies;
2. Submitting reports to the Financial Services Authority in timely manner;
3. Organizing and documenting the General Meeting of Shareholders;
4. Organizing and documenting the meetings of the Board of Directors and the Board of Commissioners; and
5. Organizing the company orientation programs for the Board of Directors and the Board of Commissioners.

The description of duties and responsibilities of the Company Secretary is fully stated in the Company Secretary Charter. The said Charter may be reviewed and modified per the applicable rules and regulations.

According to the Company’s Letter Number 014/PD/Ekstern/I/2017 dated 17 January 2017, the Company has appointed Marina Eka Amalia as the Company Secretary. She graduated from the Faculty of Law, University of Indonesia. In addition to serving as the Company Secretary, she also serves as the Company Legal Head.

Marina Eka Amalia
Sekretaris Perusahaan
E-mail: corporate.secretary@prodia.co.id
Alamat:
PT Prodia Widyahusada Tbk.
Jl. Kramat Raya 150 Jakarta 10430
Telp. (021) 314 4182 Fax. (021) 314 4181

Corporate Secretary

• Corporate Secretary Charter

• Corporate Secretary Profile: Marina Eka Amalia

Internal Audit

The Internal Audit personnel must be appointed and report to the President Director. Pursuant to the Regulation of OJK Number 56/POJK.04/2015 concerning the Establishment and Guideline for Drafting the Internal Audit Unit Charter. Generally, the duties and responsibilities of the Audit Internal personnel are as follows:

1. Prepare and implement the Annual Internal Audit plan;
2. Examine and evaluate the implementation of internal control and risk management system according to the Company policies;
3. Examine and assess the efficiency and effectiveness of financial, accounting, operational, human resources, marketing, information technology, and other activities;
4. Provide suggestions for improvement and objective information on the activities examined at all levels of management;
5. Draft a report on the audit results, then submit it to the President Director, and the Board of Commissioners;
6. Monitor, analyze, and report the follow-up for the proposed improvements;
7. Cooperate with the Audit Committee;
8. Develop a program to evaluate the quality of the activities conducted by the internal audit unit; and
9. Perform specific examinations where necessary.

The description of structures, duties and responsibilities, authorities, code of conduct, requirements, and liabilities of the Internal Audit unit is fully stated in the Internal Audit Charter of the Company. The Internal Audit Charter may be reviewed and modified per the applicable provisions and regulations.

The Company has appointed and appointed Nasib Pandapotan Limbong as Head of Internal Audit of the Company effective from 10 February 2026.

Internal Audit

• Audit Committee Charter (ENG)

• Internal Audit Head Profile: Nasib Pandapotan Limbong

Audit Committee

The Audit Committee is formed by and reports to the Board of Commissioners to assist in completing duties and implementing functions of the Board of Commissioners, particularly the audit function. Pursuant to the Regulation of OJK Number 55/POJK.04/2015 concerning the Establishment and Implementation Guidelines for the Audit Committee, generally the duties and responsibilities of the Audit Committee are as follows:

1. Analyze the financial information to be issued by the Company, including the financial statements, projections, and other reports concerning the Company’s financial information;
2. Analyze the compliance with the laws and regulations concerning the Company’s activities;
3. Provide independent commentary in the event of disagreement between the board and the Accountant concerning the services delivered;
4. Provide recommendations to the Board of Commissioners concerning the appointment of the Accountant based on the principle of independence, the scope of the assignment, and the fee;
5. Analyze the implementation of the examination by the internal auditor and monitor the follow-up by the Board of Directors on the internal auditor’s findings;
6. Analyze complaints related to the Company’s accounting process and financial reporting;
7. Analyze and provide recommendations to the Board of Commissioners concerning the potential conflict of interests within the Company; and
8. Maintain the confidentiality of the Company’s documents, data, and information.

The description of the duties and responsibilities, authorities, and membership, as well as the meetings of the Audit Committee, is fully specified in the Audit Committee Charter. The Audit Committee Charter may be reviewed and modified per the applicable laws and regulations.

Based on the Circular Decision of the Board of Commissioners and the Decree of the Company's Board of Commissioners Number 11/SK-DEKOM/III/2026 concerning the Appointment of Members of the Audit Committee dated 12 March 2026, effective 24 April 2026, the composition of the Company's Audit Committee is as follows:

1. Chairman: Lukas Setia Atmaja
2. Member: Keri Lestari
3. Member: Ria Budiweni Sumiati Pardede

Audit Committee

• Audit Committee Charter

• Audit Committee Chairman Profile: Lukas Setia Atmaja

• Audit Committee Member Profile: Keri Lestari

• Audit Committee Member Profile: Ria Budiweni Sumiati Pardede

Risk Management Committee

The Risk Management Committee is formed and reports to the Board of Commissioners in assisting the completion of duties and performance of functions of the Board of Commissioners, especially the supervisory functions concerning risk management.

The duties and responsibilities of the Risk Management Committee are as follows:

1. To review the request for approval from the Board of Directors to the Board of Commissioners for the corporate action plans, including investments, long-term plans of the Company, joint operation contracts, asset management, Asset Security, etc.;
2. To evaluate the policies and strategies of risk management related to the Company’s operational or business development;
3. To monitor and evaluate the financial and legal aspects of risk management and mitigation related to the Company’s business plans and investments, as well as its operational implementation; and
4. To report the results of monitoring and evaluation and provide recommendations on matters to be brought to the attention of the Board of Commissioners.

Based on the Circular Decision of the Board of Commissioners and the Decree of the Company's Board of Commissioners Number 12/SK-Dekom/III/2026 concerning the Appointment of Members of the Risk Management Committee dated 12 March 2026, effective 24 April 2026, the composition of the Company's Risk Management Committee is as follows:

1. Chairperson: Keri Lestari
2. Member: Endang Wahjuningtyas Hoyaranda
3. Member: Dewi Muliaty
4. Member: Lukas Setia Atmaja

Risk Management Committee

• Risk Management Comittee Charter

• Risk Management Policy

• Risk Management Committee Chairperson Profile: Keri Lestari

• Risk Management Committee Member Profile: Endang Wahjuningtyas Hoyaranda

• Risk Management Committee Member Profile: Dewi Muliaty

• Risk Management Committee Member Profile: Lukas Setia Atmaja

Nomination and Remuneration Committee

The Nomination and Remuneration Committee is formed and reports to the Board of Commissioners to help with the implementation of duties and functions of the Board of Commissioners, especially for the nomination and remuneration functions. Pursuant to the Regulation of OJK Number 34/POJK.04/2014 concerning the Nomination and Remuneration Committee of Issuers and Public Companies, in general, the duties and responsibilities of the Nomination and Remuneration Committee are as follows:

Nomination Functions

1. To provide recommendations to the Board of Commissioners regarding the composition of members of the Board of Directors and/or the Board of Commissioners, the criteria and policies required in the nomination process, and the performance evaluation policies for members of the Board of Directors and/or the Board of Commissioners;
2. To help the Board of Commissioners review the performance of members of the Board of Directors and/or the Board of Commissioners based on the benchmark developed as a matter for evaluation;
3. To provide recommendations to the Board of Commissioners regarding the capacity development program for members of the Board of Directors and/or the Board of Commissioners; and
4. To propose candidates eligible for membership of the Board of Directors and/or the Board of Commissioners to the Board of Commissioners for submission to the GMS.

Remuneration Functions

1. To provide recommendations to the Board of Commissioners regarding remuneration structure, remuneration policies, and remuneration amount; and
2. To help the Board of Commissioners review performance with the appropriateness received by each member of the Board of Directors and/or the Board of Commissioners.
3. The description of duties and responsibilities, authorities, membership, and meetings of the Nomination and Remuneration Committee is fully stated in the Nomination and Remuneration Committee Charter. The Nomination and Remuneration Committee Charter may be reviewed and modified per the applicable laws and regulations.

The Nomination and Remuneration Committee's duties and responsibilities, authority, membership, and meetings are fully outlined in the Nomination and Remuneration Committee Charter. This Nomination and Remuneration Committee Charter may be reviewed and adjusted based on applicable provisions and regulations. 

Based on the Circular Decision of the Board of Commissioners and the Decree of the Company's Board of Commissioners Number 13/SK-Dekom/III/2022 concerning the Appointment of Members of the Nomination and Remuneration Committee dated 12 March 2026, effective 24 April 2026, the composition of the Company's Nomination and Remuneration Committee is as follows:

1. Chairperson: Keri Lestari
2. Member: Andi Widjaja
3. Member: Gunawan Prawiro Soeharto
4. Member: Endang Wahjuningtyas Hoyaranda

Nomination and Remuneration Committee

• Nomination and Remuneration Charter

• Nomination & Remuneration Committee Chairwoman: Keri Lestari

• Nomination & Remuneration Committee Member: Andi Widjaja

• Nomination & Remuneration Committee Member Profile: Gunawan Prawiro Soeharto

• Nomination & Remuneration Committee Member Profile: Endang Wahjuningtyas Hoyaranda

Corporate Governance Committee

The Corporate Governance Committee is established and reports to the Board of Commissioners in assisting the completion of duties and implementation of functions of the Board of Commissioners, especially the supervisory functions related to corporate governance.

In general, the duties and responsibilities of the Corporate Governance Committee, among others, include the supervisory responsibilities related to:

1. Corporate governance approach and performance;
2. Orientation and continuous education for the Board of Directors, especially in the governance aspect; and
3. Transactions among related parties and other matters involving any conflict of interests.

Based on the Circular Decision of the Board of Commissioners and the Decree of the Company's Board of Commissioners Number 10/SK-Dekom/III/2026 concerning the Appointment of Members of the Corporate Governance Committee dated 12 March 2026, effective 24 April 2026, the composition of the Company's Corporate Governance Committee is as follows:

1. Chairperson: Endang Wahjuningtyas Hoyaranda
2. Member: Lukas Setia Atmaja
3. Member: Keri Lestari
4. Member: Gunawan Prawiro Soeharto

Corporate Governance Committee

• Corporate Governance Committee Charter

• Corporate Governance Committee Chairwoman Profile: Endang Wahjuningtyas Hoyaranda

• Corporate Governance Committee Member Profile: Lukas Setia Atmaja

• Corporate Governance Committee Member Profile: Keri Lestari

• Corporate Governance Committee Member Profile: Gunawan Prawiro Soeharto

Related Party Transaction (RPT) & Conflict of Interest Policy

As an effort to protect the interests of the shareholders and as part of the implementation of the principles of Good Corporate Governance, PT Prodia Widyahusada Tbk (“Company”) has policy guidelines on transactions with affiliated parties and other parties having any conflict of interests in place. Transactions with affiliated parties and parties having any conflict of interests are at risk of abuse committed by the related parties. It may harm the minority shareholders and the market integration.

The objectives of Affiliated Transaction Policy and Conflict of Interests Policy are as follows:

1. To serve as a guideline on the transactions with the affiliated parties as well as to ensure the transactions are free from conflict of interests and are commenced reasonably;
2. To ensure that the transactions commenced with the affiliated parties do not jeopardize the interests of the Company and its shareholders; and
3. To allow and improve the Company’s Board independence in organizing transactions with the affiliated parties and those having any conflict of interests with the Company.

Related Party Transaction (RPT) & Conflict of Interest Policy

• Related Party Transaction (RPT) & Conflict of Interest Policy

Anti-Corruption Policy

PT Prodia Widyahusada Tbk (“Company”) is committed to and complies with the applicable laws and supports the Indonesian Government in eradicating corruption. In light of that, the Company established an Anti-Corruption Policy applicable to the Company’s premises whose implementation involves all Employees, Counterparts, and Government Institutions.

The objectives of implementing the Anti-Corruption Policy are:

1. To prevent material and immaterial damages that may disrupt the continuity of the Company business;
2. To improve the Company’s compliance with as well as its discipline in enforcing the laws, regulations, and code of ethics as well as its support for the Government’s programs aimed at preventing Corruption in Indonesia; and
3. To improve the awareness of the ethics culture in the work activities implementation involving external parties, which in this case may include partners and government institutions that work with the Company.

Anti-Corruption Policy

• Anti-Corruption Policy

PT Prodia Widyahusada Tbk (the “Company”) is committed to continuously strive to increase the role and participation of shareholders/investors through effective and continuous communication in order to achieve the Company's goals.

The Principles of Shareholder/Investor Communication Policy

The Company promotes open communication, transparent and reasonable disclosure, equal treatment to all Shareholders/Investors, and protection of the interests of shareholders by upholding the integrity, punctuality, and relevance of the information provided. The Company assures the accuracy of information delivered to the Shareholders/Investors so that all Shareholders/Investors can make the best decisions related to their investments. Communication with the Shareholders/Investors and investment community must be performed per the applicable laws and regulations set forth by the Capital Market Authority. In building the relationship with the Shareholders/Investors, the members of Prodia are obliged to, at all times:

1. Provide complete and accurate information to the investors by upholding transparency and clarity and avoiding the possibility of multi-interpretation;
2. Provide equal and fair treatment so the investors can exercise their rights under the Articles of Association of the Company and the applicable laws and regulations;
3. Maintain the trust of the investors and assure sustainable business growth;
4. Fulfill the obligation and responsibilities under the Articles of Associations of the Company, with all resolutions adopted validly in the GMS and with the laws and regulations applicable to each shareholder;
5. Maintain independence by preventing investors from intervening in the Company’s operational activities for which the Board of Directors is responsible per the Articles of Association of the Company and the applicable laws and regulations.

Communication with Investor Policy

• Communication with Investor Policy

Fulfillment of Creditors' Rights Policy

PT Prodia Widyahusada Tbk (“Company”) has drafted the Insider Trading Policy. This policy prohibits trading securities in the form of shares, either the shares of the Company or those of other companies dealing with the Company. The said securities trading activity is conducted by a Company Insider or any party having a special relationship with the Company (Insider Trading). The Company Insider must not trade any of the Company’s securities that include the Material Information or Fact that has not yet been disclosed to the public.

The policy aims to prevent any conflict of interest and regulate the trading of securities in the form of shares. Each Company employee having access to non-public material information must not abuse the position to disclose the information mentioned above that may influence the Investor’s decision. Insider Information means information that has not been made public that may influence an individual to purchase, sell, or keep the Company’s shares.

Fulfillment of Creditors' Rights Policy

• Fulfillment of Creditors' Rights Policy

Preventing Insider Trading Policy

PT Prodia Widyahusada Tbk (“Company”) has drafted the Insider Trading Policy. This policy prohibits trading securities in the form of shares, either the shares of the Company or those of other companies dealing with the Company. The said securities trading activity is conducted by a Company Insider or any party having a special relationship with the Company (Insider Trading). The Company Insider must not trade any of the Company’s securities that include the Material Information or Fact that has not yet been disclosed to the public.

The policy aims to prevent any conflict of interest and regulate the trading of securities in the form of shares. Each Company employee having access to non-public material information must not abuse the position to disclose the information mentioned above that may influence the Investor’s decision. Insider Information means information that has not been made public that may influence an individual to purchase, sell, or keep the Company’s shares.

Preventing Insider Trading Policy

• Preventing Insider Trading Policy

Supplier or Vendor Selection Policy

PT Prodia Widyahusada Tbk (“Company”) established particular requirements and criteria in selecting the vendor/supplier that will be the counterparts as well as strategic partners of the Company in its business activities. The Company Policy concerning vendor/supplier selection aims to ensure that the selection and evaluation processes in the procurement of goods/services are performed effectively, efficiently, competitively, fair and reasonably, transparently, and accountably.

The objectives of implementing the Anti-Corruption Policy are:

1. Having a legal entity;
2. Fulfilling the legal aspects following its line of business;
3. Having the expertise, experience, and technical and managerial capabilities suitable for its line of business;
4. Having the necessary resources to procure goods/services for the Company;
5. Providing excellent services/goods at competitive prices and with high-level of integrity;
6. Maintaining the quality of goods/services as established by the Company;
7. Having the capability of being punctual in delivering the goods/services;
8. Having a good track record;
9. Not being involved in or serving any criminal sanction;
10. Willing to sign the Integrity Pact issued by the Company for partner/supplier/vendor; and
11. Meeting other requirements applied to the types of Goods/Services procurement.

Supplier or Vendor Selection Policy

• Supplier or Vendor Selection Policy

Whistleblowing System

The Company created a Whistleblowing System (WBS) to improve the effectiveness of the implementation of a control system and compliance with corporate governance that is orderly, clean, and not influenced by any party based on the principles of Good Corporate Governance (GCG). Additionally, the WBS promotes the awareness of the individuals within Prodia and encourages them to report any fraud or violation of the laws, company regulations, code of ethics, and conflict of interests without feeling afraid or worried.

WBS policy:

1. The Company’s stakeholders may submit a complaint if there is a suspected violation by any employee of the Company through an e-mail sent to whistleblower@prodia.co.id.
2. The complaint must be submitted in good faith and not a personal complaint or based on bad faith/libel.
3. The complaint must meet the following requirements: (1) the identity of the complainant (their name or the complaint may be submitted anonymously), (2) the telephone number/e-mail address that may be contacted, (3) an early indication that may be accounted for.
4. The WBS Team and the Investigation Team will follow up on the complaint received and may submit it to the supervisor of the reported person, if appropriate, through a disposition to follow up per the company regulations and/or applicable laws and regulations.
5. The WBS Team and the Investigation Team will follow up on the complaint received and may submit it to the supervisor of the reported person, if appropriate, through a disposition to follow up per the company regulations and/or applicable laws and regulations.
6. The WBS team is authorized to resolve criminal issues through legal proceedings in addition to the ones conducted within the Company.
7. The WBS team will keep the identity and information reported by the whistleblower confidential and ensure the whistleblower is protected from intimidation, extortion, and violence from the reported person, legal entities, or institutions unless the complaint is resolved through legal proceedings.
8. If the investigation results reveal a proven fraud/violation, the reported person will be subject to sanctions stipulated in the company regulations and applicable laws and regulations.

Whistleblowing System

• Whistleblowing System Policy

Occupational Health and Safety Policy

• Occupational Health and Safety Policy (OHS)

Protection Against Sexual Harassment, Non- Discrimination, Human Rights, and Child Labor Prohibition Policy

• Protection Against Sexual Harassment, Non- Discrimination, Human Rights, and Child Labor Prohibition Policy

GCG Assessment

The Company consistently evaluates the implementation of Good Corporate Governance (GCG) each year to assess the adequacy of its governance practices, either independently or with the support of external assessors. The assessment results are disclosed in the Annual Report and communicated by the Board of Commissioners and the Board of Directors to shareholders at the Annual General Meeting of Shareholders (AGMS). In conducting the assessment, the Company refers to both national and international best practices, including the ASEAN Corporate Governance Scorecard based on the principles of the Organization for Economic Cooperation and Development (OECD), which cover shareholders’ rights, equitable treatment, the role of stakeholders, transparency, and the responsibilities of the Board. Through this commitment, the Company continuously enhances its governance practices in line with the principles of transparency, accountability, responsibility, independence, and fairness.