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20260325_TOBA_Pemanggilan RUPS_32054965_lamp2.pdf
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INVITATION OF
THE ANNUAL & EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT TBS ENERGI UTAMA TBK
The Board of Directors of PT TBS Energi Utama Tbk (the “Company”) hereby notifies the
shareholders of the Company that the Company will convene the Annual General Meeting of
Shareholders (“AGMS”) and Extraordinary General Meeting of Shareholders (“EGMS”)
(hereinafter AGMS and EGMS collectively referred to as the “Meeting”), which will be convened
on:
Day/Date : Thursday, 16 April 2026
Time : 10.00 Indonesian Western Time –finish
Venue : Financial Hall, Graha CIMB Niaga 2nd Floor, Jalan Jenderal Sudirman
Kaveling 58, Jakarta 12190, Indonesia
Mechanism : Physical and Electronic Meeting through the Electronic General
Meeting System application of KSEI (”eASY.KSEI”)
Meeting agenda and the Explanation as follows:
I. Annual General Meeting of Shareholders ("AGMS")
1. Approval of the Annual Report and the Ratification of the Consolidated Financial
Statements of the Company for the financial year ended on 31 December 2025.
Explanation:
Approval of the Company’s Annual Report, including the supervisory report of the
Board of Commissioners, and ratification of the Company’s Consolidated
Financial Statements for the financial year ended 31 December 2025.
The Consolidated Financial Statements have been audited by the Public Accounting
Firm Purwanto, Susanti & Surja (a member firm of the Ernst & Young Global Limited
network) as stated in its report No. 00130/2.1505/AU.1/02/0685-2/1/III/2026 dated
9 March 2026, which opinion states fairly in all material respects.
This agenda item also includes the granting of release and discharge (acquit et de
charge) to the members of the Board of Commissioners and the Board of Directors of
the Company for their supervisory and management actions carried out during the
financial year 2025, to the extent that such actions are reflected in the Company’s
Annual Report and Consolidated Financial Statements.
2. Approval of the determination on the use of the Company’s retained earning for the
financial year ended on 31 December 2025.
Explanation:
Approval of the determination of the use of the Company’s retained earnings for the
financial year ended 31 December 2025. Based on the Company’s Articles of
Association and with due consideration to the prevailing laws and regulations, the
Company proposes to the Shareholders of the Company to approve the use of a portion
of the Company’s retained earnings as of 31 December 2025 as recorded in the
Company’s Consolidated Financial Statements audited by Purwanto, Susanti & Surja
Public Accounting Firm in its report dated 9 March 2026, to be distributed as cash
dividends to the Company’s shareholders, taking into account the Company’s financial
condition as well as the provisions of the Company’s Articles of Association and the
applicable laws and regulations.
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3. Approval of the appointment of Public Accountant and Public Accounting Firm to audit
the Company’s Consolidated Financial Statement for the Financial Year of 2026 and
the determination of the honorarium and other requirements related to the
appointment.
Explanation:
Approval on the grant of delegation of authority to the Company’s the Board of
Commissioners to appointing the public accounting firm to audit the Consolidated
Financial Statements of the Company for the current financial year and will be ended
on December 31, 2026, by considering the recommendations from Audit Committee.
4. Approval of the determination of honorarium and/or other allowances for the Board of
Commissioners and Board of Directors of the Company.
Explanation:
Request for approval to grant authority to the Company’s Board of Commissioners, by
considering the recommendations from the Nomination and Remuneration Committee,
to determine changes to and/or the reappointment of the members of the Board of
Directors and/or the Board of Commissioners.
5. Approval on the Changes in the composition of the management of the Company.
Explanation:
Request for shareholders’ approval for changes to and/or the reappointment of the
members of the Board of Directors and/or the Board of Commissioners.
6. Approval of the delegation of authority to the Board of Directors of the Company with
the approval of the Board of Commissioners of the Company to implement adjustments
to the Issued and Paid-up capital of the Company in relation to the Management and
Employee Stock Ownership Program (MSOP/ESOP Program).
Explanation:
Request for shareholders’ approval to delegate authority to the Board of Directors, with
the approval of the Board of Commissioners, to increase the Company’s issued and
paid-up capital in connection with the Company’s MESOP Program, based on the
resolutions of the Company’s Extraordinary General Meeting of Shareholders dated 17
June 2021 and 8 June 2023.
7. Laporan Realisasi Penggunaan Dana Hasil Penawaran Umum Berkelanjutan.
Explanation:
This agenda does not require the approval of the Meeting and is presented to comply
with the provisions of Article 6 and Article 7 of the OJK Regulation
No.30/POJK.04/2015 regarding the Report on the Realization of the Use of Proceeds
from Public Offerings.
II. Extraordinary General Meeting of Shareholders ("EGMS")
1. Approval of the amendment to Article 3 of the Company’s Articles of Association to
comply with the requirements of the Indonesian Standard Industrial Classification
(Klasifikasi Baku Lapangan Usaha Indonesia – KBLI) pursuant to Government
Regulation Number 28 of 2025 concerning the Implementation of Risk-Based Business
Licensing.
Explanation:
Request for shareholders’ approval for the amendment of Article 3 of the Company’s
Articles of Association to align the Company’s business activities with the Indonesian
Standard Industrial Classification (KBLI).
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This agenda item is proposed to align the Company’s business activities as stipulated
in Article 3 of the Company’s Articles of Association in order to comply with
Government Regulation No. 28 of 2025 on the Implementation of Risk-Based Business
Licensing and to support the Company’s operational activities.
2. Approval of the Share Buyback of the Company.
Explanation:
This agenda item is proposed in connection with the Company’s plan to implement a
share buyback in accordance with OJK Regulation Number 29/POJK.04/2023
concerning Share Buybacks by Public Companies.
The Company has disclosed information regarding the proposed agenda item in the
Disclosure of Information published together with the Announcement of the Meeting
on 10 March 2026.
3. a. Approval of the Company's plan to increase the Company's capital by granting Pre-
Emptive Rights (Hak Memesan Efek Terlebih Dahulu / "HMETD") to the Company's
shareholders through the mechanism of Limited Public Offering with
HMETD pursuant to the Financial Services Authority Regulation (POJK)
No.32/POJK.04/2015 regarding the Capital Increase of Public
Companies with Pre-emptive Rights, as amended by POJK No.14/POJK.04/2019
("Limited Public Offering").
b. Approval of the amendments to Article 4 of the Company's Articles of Association
in connection with the plan referred to in item a above, including the delegation of
authority to the Board of Directors with the approval of the Board of
Commissioners, to implement the adjustment of issued and paid-up capital of the
Company.
c. Approval of the authorization granted to the Board of Directors of the Company to
undertake all necessary actions for the implementation of the plan referred to in
item a above.
Explanation:
This agenda item is proposed in connection with the Company’s plan to issue up
to 1,390,000,000 (one billion three hundred ninety million) new shares with a
nominal value of Rp50 (fifty Rupiah) per share and to increase the Company’s
issued and paid-up capital as a result of the Capital Increase with Pre-emptive
Rights through a Limited Public Offering mechanism (PMHMETD).
The Company has disclosed information regarding the proposed agenda item in
the Disclosure of Information published together with the Announcement of the
Meeting on 10 March 2026.
Note:
1) The Company does not send separate invitation to the Shareholders. This Invitation is
considered as an invitation. This invitation constitutes as the official invitation for the
Company’s Shareholders.
2) The Company's Meeting will be held physically and electronically using the KSEI Electronic
General Meeting System Application (“eASY.KSEI Application”) provided by Indonesia
Central Securities Depository (KSEI), and will be implemented in accordance with the
provisions of OJK Regulation Number 15/POJK.04/2020 on the Plan and
Implementation of the General Meeting of Shareholders of Publicly Listed Companies
Indonesia (“POJK 15/2020”), OJK Regulation Number 14 of 2025 on the Implementation of
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Electronic General Meetings of Shareholders, General Meetings of Bondholders, and General
Meetings of Sukuk Holders and the Article of Association of the Company.
Thus, the Shareholders’ participation in the Meeting can be conducted by choosing one of the
following mechanisms:
a) Attend the meeting physically; or
b) Attend the Meeting electronically through the eASY.KSEI Application; or
c) Attend by authorizing the proxy either through the Electronic Power of Attorney or with
the Conventional Power of Attorney as referred to in point 4 below.
3) The Shareholder who are eligible to attend or be represented in the Meeting are the
Company’s Shareholders - whose shares are in KSEI’s collective custody (scriptless) or
Shareholders whose shares are not in Kustodian Sentral Efek Indonesia (“KSEI”) collective
custody (script) - whose names are registered in the Register of Shareholders of the Company
on March 17, 2026 until 16:00 pm (recording date) (“the Shareholders”).
4) The Company’s Shareholders which will attend the Meeting by granting power of authority
mechanism, the Company provide the granting power of authority mechanism as follows:
a. Electronic Power of Attorney.
The Shareholders may provide electronic power of attorney (“e-Proxy”) to the Securities
Administration Bureau (“BAE”) PT Datindo Entrycom, through the Electronic General
Meeting System KSEI (eASY.KSEI) facility, using the link https://akses.ksei.co.id at the
latest 1 (one) working day before the Meeting is held: April 15, 2026 at 12.00 WIB.
Guidelines for registration, usage, and further explanation in regards to eASY.KSEI may
be accessed in eASY.KSEI Application.
b. Conventional Power of Attorney.
The Shareholders may grant power of attorney to an Independent Party appointed by the
Company, BAE, or other party appointed by the Shareholders, with due observance to the
following provisions:
i. Form of Power of Attorney can be downloaded in the Company’s website using the
link thisistbs.com and the original Power of Attorney must be sent to the office of the
Company, addressed at Treasury Tower Lantai 33, District 8 SCBD Lot. 28 Jl. Jend.
Sudirman Kav.52-53, South Jakarta 12190 or to BAE: PT Datindo Entrycom, Jalan
Hayam Wuruk Number 28, Jakarta 10120. The scanned copy of the Power of Attorney
must be received by electronic mail corsec@thisistbs.com at the latest 1 (one) working
day before the Meeting is held: April 15, 2026 at 12.00 WIB, attached with supporting
document as mentioned in point iii) and iv) below.
ii. The Shareholders can also provide their power of attorney at the venue for the Meeting
by bringing and submitting a copy of their valid identification to the registration officer.
iii. For individual Shareholders, the granting of power of attorney must include a
photocopy of the valid identity copy of the Shareholder and the attorney.
iv. For shareholders in the form of legal entities, the granting of power of attorney must
include a photocopy of the latest articles of association, photocopy of the latest deed
of appointment of members of the Board of Directors and Board of Commissioners,
proof of approval/reporting from/to Minister of Law and Human Rights of Republic of
Indonesia regarding the articles of association and appointment of members of the
Board of Directors and Board of Commissioners, as well as a valid copy of identity of
the authorized representative of the grantor and the attorney.
v. If the Power of Attorney for Shareholders is signed:
- within the territory of the Republic of Indonesia, the Power of Attorney must be
affixed with 1 (one) IDR10,000 stamp duty and the Grantor's signature must be
dated on the stamp;
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- outside the territory of Indonesia, the Power of Attorney must be legalized by the
local Notary and by the Embassy of the Republic of Indonesia or the closest
consular to the place where the power of attorney was signed or apostille by the
competent authority in the local country.
vi. Members of the Board of Directors, the Board of Commissioners and employees of
the Company may act as proxies in the Meeting, however, the votes they cast as
proxies in the Meeting are not counted in voting. In the event that the Power of
Attorney is done electronically, members of the Board of Directors, the Board of
Commissioners and employees of the Company cannot act as proxies.
5) For Shareholders who choose to attend the Meeting electronically through the eASY.KSEI
Application, the following provisions will be applied:
a. Shareholders can confirm their electronic attendance and cast their vote through the
eASY.KSEI Application from the date of the Meeting’s Invitation the date of the Meeting:
April 16, 2026 at the closing of the electronic registration of the Meeting by the Company.
b. In the event that the Shareholders and/or their authorized Proxies fail to carry out or are
late in conducting the electronic registration process as referred to in number 5.a, they
will be considered not present in the Meeting and will not be counted as a quorum for the
attendance of the Meeting.
6) For Shareholders or their proxies who choose to attend the Meeting physically, then prior to
attending the Meeting room, the Shareholders or their proxies attending the Meeting are
required to register with the registration officers and submit:
a. for Individual Shareholder, a copy of his/her Identity Card (Kartu Tanda Penduduk) or
other form of identification;
b. for Shareholders, which are Legal Entities, please include the documents referred to in
point 4.b. iv) above.
7) Shareholders or their proxies who have been registered in the eASY.KSEI Application can view
the ongoing Meeting via Webinar Zoom through link https://akses.ksei.co.id by accessing
eASY.KSEI menu in “Tayangan RUPS” submenu, with the following provisions:
a. Shareholders or their proxies have been registered in the eASY.KSEI Application;
b. Tayangan RUPS has the maximum capacity of 500 participants, so that the attendance
of each participant will be determined based on the first come first served method;
c. Shareholders or their proxies who have been registered in the eASY.KSEI Application but
do not have the opportunity to view the ongoing Meeting via Webinar Zoom Tayangan
RUPS are considered valid to be present electronically and their share ownership and
voting choices will be counted as a quorum for the attendance of the Meeting;
d. Shareholders or their proxies are advised to use Mozilla Firefox browser to get the best
performance and appearance in using the eASY.KSEI Application and/or Tayangan RUPS,
in accordance with the recommendations from KSEI.
8) In the event after the date of this Invitation there are operational technical changes to the
eASY.KSEI application or changes to KSEI regulations, guidelines and/or explanations related
to holding electronic Meetings via eASY.KSEI application, then these changes apply to the
implementation of the Meeting, and all arrangements in this note is related to the electronic
holding of the Meeting via the eASY.KSEI application which is considered to be adjusted to
these changes.
9) Meeting materials are available from the date of the Meeting’s Invitation and can be
downloaded in the Company's website www.tbsenergi.com. The Company does not provide
the hardcopy of Meeting’s materials to the Shareholders at the time of the Meeting.
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10) Any questions related to the Meeting’s Agenda can be submitted through electronic mail
corsec@thisistbs.com or conveyed in the Meeting. As long as these questions are relevant,
they will be read out during the discussion of the Meeting agenda.
11) The Shareholders or the Attorney who will attend the Meeting physically are expected to be
present at the venue 30 (thirty) minutes prior to the commencement of the Meeting.
12) Other matters that have not been regulated in this Invitation to the Meeting will be determined
and regulated later in the Meeting Rules which will be available on the eASY.KSEI Application
and the Company's website.
Jakarta, March 25, 2026
PT TBS Energi Utama Tbk
The Board of Directors
Names mentioned 5 people and organisations named in the text · linked when the evidence is strong
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Young Global Limited
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Financial Services Authority
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Sentral Efek Indonesia
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PT Datindo Entrycom
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