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20231211_TOBA_Ringkasan Risalah//Risalah RUPS_31558304_lamp2.pdf
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ANNOUNCEMENT
SUMMARY OF MINUTES
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT TBS ENERGI UTAMA Tbk
The Board of Directors of PT TBS Energi Utama Tbk (hereinafter referred to as “the Company”), domiciled in South Jakarta, herewith announces that it
has conducted the Extraordinary General Meeting of Shareholders (“the Meeting”) on Thursday, December 7, 2023 which was started at 14.32 – 14.42
Western Indonesian Time at Sapphire, M Floor, Artotel Suites Mangkuluhur Jakarta, Jl. Gatot Subroto, Kav. II No.3 Semanggi - Jakarta 12930 and
electronically through the Electronic General Meeting System (eASY.KSEI) which summarized in following Summary Minutes of the Meeting:
A. Compliance with Legal Procedures for Holding Meetings
1. Submitted notification regarding the plan to hold a Meeting to the Financial Services Authority through Letter Number 227/TBS/X/2023 dated
October 23, 2023 regarding the Notification of the General Meeting of Shareholders Planned of PT TBS Energi Utama Tbk.
2. Conducted the Announcement of the plan for this Meeting on October 31, 2023 and the Invitation for this Meeting on November 15, 2023, through
Indonesia Stock Exchange website, situs web Bursa Efek Indonesia, the Company's website and and eASY KSEI system.
B. Meeting Agenda
The meeting agenda is as follows:
Approval of the Changes in the Composition of the Company’s Management.
C. Members of the Board of Commissioners and the Board of Directors of the Company who attended the Meeting
Attendance at AGM
Board of Commissioners 1. Bacelius Ruru, acting as President Commissioner concurrently Independent Commissioner
2. Dr. Ahmad Fuad Rahmany, acting as Independent Commissioner
3. Prof. Bambang Permadi Soemantri Brodjonegoro S.E., M.U.P., Ph.D, acting as Independent
Commissioner.
Board of Directors 1. Dicky Yordan, acting as President Director
2. Pandu Patria Sjahrir, acting as Vice President Director
3. Alvin Firman Sunanda, acting as Director
4. Teguh Alamsyah, acting as Director
5. Juli Oktarina, acting as Director
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Invitee 1. Mufti Utomo
2. Sudharmono Saragih
D. Quorum of Shareholders in the Meeting
1. According to the provisions in the Company’s Articles of Association and the Regulation of Financial Services Authority (POJK), the provisions of
the quorum as required in Article 14 paragraph (2) and paragraph (3) of the Company’s Articles of Association, Article 41 paragraph (1) of POJK
15/POJK.04/2020 concerning the Plan and Implementation of the General Meeting of Shareholders of Public Companies, and/or Article 86
paragraph (1) of the Law of the Republic of Indonesia Number 40 of 2007 concerning the Limited Liability Company (UUPT), that the Meeting can
be held if it is attended and/or represented by the shareholders or their legitimate proxies which representing more than (1/2) one half of total
shares with valid votes which has been issued by the Company.
2. The Meeting was attended by the shareholders and/or the legal proxies of the Company's shareholders in total (five billion seven hundred fifty-
two million four hundred seven thousand seven hundred forty-four) shares or 70.9586799% (seventy point nine five eight six seven nine nine
percent) dari 8,106,700,622 (eight billion one hundred six million seven hundred thousand six hundred twenty two) shares issued and fully paid in
the Company.
E. Question & Answer Session in the Meeting
The shareholders of the Company are given the opportunity to ask questions, the Chairman of the Meeting provides the opportunity for the shareholders
or the proxies of the Company's shareholders to ask questions and/or provide opinions regarding the agenda of the Meeting being discussed. There
were no shareholders present physically or electronically at the Meeting asking questions and/or opinions on Question & Answer session.
F. Mechanism of Resolutions in the Meeting
The Company’s shareholders can provide power of attorney electronically to attend and raise votes in the Meeting through KSEI’s Electronic General
Meeting System or eASY.KSEI at https://akses.ksei.co.id provided by PT Kustodian Sentral Efek Indonesia (“KSEI”). The shareholders or the proxy
of the shareholder who physically attended the Meeting may submit votes by filling out the voting cards provided.
The resolutions were made under deliberation for consensus mechanism, however, in the case that any of the shareholder or shareholders’ proxies
disagreed or abstained, the resolutions would be made by voting through the collection of voting cards.
G. Voting Results in the Meeting
The Company appointed Notary Aulia Taufani, S.H., and the Company’s share registrar, PT Datindo Entrycom, as independent parties to count and/or
validate the votes at the Meeting. The voting results at each Meeting are as follows:
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Agreed Abstained Disagreed
5.675.636.744 shares or 98,665% of 76.424.900 shares or 1,329% of the total votes attend 346.100 shares or 0,006% of the total votes attend
the total votes attend at the Meeting. at the Meeting. at the Meeting.
In accordance with the provisions of Article 14
paragraph (16) of the Company's Articles of
Association, the abstain votes are deemed to have cast
the same vote as the votes of the majority of
shareholders who cast votes, thus the total votes in
favor amounted to 5.752.061.644 shares or
constituting 99,994% of the total valid shares present.
in the Meeting decided to approve the proposed
resolutions of the Meeting Agenda.
H. Meeting Resolutions
The resolutions made of the Meeting are as follows:
Agenda Meeting Resolutions
First Agenda 1. Approval on the honorable dismissal of Mr. Teguh Alamsyah as the Director and grant the release and
discharge (acquit et de charge) to Mr. Teguh Alamsyah for all the duties and responsibilities that have been
carried out since the date of his appointment as Director of the Company until the expiry of service term,
namely from the closing of the Meeting, provided that such actions are reflected in the Annual Report and
Financial Statements of the Company.
To Mr. Teguh Alamsyah, the Company expresses its deepest appreciation and gratitude for the dedication,
assistance, energy and contribution that has been given by Mr. Teguh Alamsyah during his duties with
function as Director of the Company to date.
2. Approval on the appointment of:
a. Mr. Mufti Utomo as the Director of the Company,
b. Mr. Sudharmono Saragih as the Director of the Company,
Starting from the closing of the Meeting until the closing of the Annual General Meeting of Shareholders for
Financial Year 2025 which will be held in 2026, without prejudice to the rights of the General Meeting of
Shareholders to dismiss at any time in accordance with the Company's Articles of Association and prevailing
rules and regulations.
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Agenda Meeting Resolutions
Hence, the composition of the Company's Board of Directors starting from the closing of this Meeting is as
follows:
President Director : Dicky Yordan
Vice President Director : Pandu Patria Sjahrir
Director : Alvin Firman Sunanda
Director : Juli Oktarina
Director : Mufti Utomo
Director : Sudharmono Saragih
3. Approved the granting of authorization to each member of the Board of Directors of the Company with
substitution right to state the Meeting’s resolution regarding changes to the composition of the Company's
Board of Directors into the Deed of Resolution Statement made before a Notary and submitted notification of
changes to the Company's data to the Ministry of Law and Human Rights of the Republic of Indonesia to
obtain a letter receipt of notification of changes to Company data from the Minister of Law and Human Rights
of the Republic of Indonesia, and furthermore to conduct any matters deemed necessary in order to
implement this Meeting resolution with no exceptions
The resolutions of the Meeting are stated in the Deed of Minutes of Meeting dated December 7, 2023 Number 23 which were made by Notary Aulia
Taufani S.H. The copies of the deeds are currently still in the process of being completed at the Notary's office. The announcement of the Summary of
the Minutes of the Meeting is to comply with the provisions of Article 51 of POJK 15/2020.
Jakarta, December 11, 2023
PT TBS ENERGI UTAMA Tbk
BOARD OF DIRECTORS
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