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20251205_PGAS_Pemanggilan RUPS_32000431_lamp3.pdf
RUPS notice Text extracted PGASSource file signed link, expires in 15 minutes
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INVITATION
OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT PERUSAHAAN GAS NEGARA TBK
The Board of Directors of PT Perusahaan Gas Negara Tbk (the “Company“) hereby invites the Company’s Shareholders to attend the
Extraordinary General Meeting of Shareholders (the “Meeting“), which will be held on:
Day / Date : Monday, December 29th, 2025
Time : 13:00 WIB – Finish
Venue : Auditorium Graha PGAS, 2nd Floor,
Jalan K.H. Zainul Arifin, Nomor 20
Jakarta Barat, 11140
Link : e-RUPS website provider (KSEI):
https://akses.ksei.co.id
Agenda of the Meeting
1. The Amendment of Company's Shareholder Rights.
2. The Amendment of Company's Articles of Association.
3. Delegation of Authority for Approval of the Company's Work Plan and Budget (RKAP) for 2026 and the Company's Long -Term Corporate
Plan (RJPP) for the Period 2026-2030, including its amendments.
Explanation of the Agenda
1. The First Agenda Item is conducted in relation to the additional special rights of Series A Dwiwarna Shares, which consequently affects the
classification of other shares (Series B Shares).
2. The Second Agenda Item is conducted to align the provisions of the Company's Articles of Association with the provisions of Law Number
19 of 2003 concerning State-Owned Enterprises, as lastly amended by Law Number 16 of 2025 on the Fourth Amendment to Law Number
19 of 2003 concerning State-Owned Enterprises (“SOE Law”). The points of amendment to the Company’s Articles of Association are as
follows: Composition of Shareholders; Special Rights of Series A Dwiwarna Shares; Term of Office of the Board of Directors and the Board
of Commissioners; Prohibition on Concurrent Positions for the Board of Directors and the Board of Commissioners; Grounds for Dismissal of
Members of the Board of Directors and the Board of Commissioners; Conditions for the Termination of Office of Members of the Board of
Directors and the Board of Commissioners; Preparation of the Long-Term Corporate Plan (RJPP), the Corporate Work Plan and Budget (RKAP),
and the Annual Report; Authorities of the Company’s Organs; and Disposal of Company's Assets.
3. The Third Agenda Item is conducted as a follow-up to the implementation of the provisions of Article 15G of the SOE Law, which essentially
stipulate that the company's long-term work plan and company's annual work plan must be approved by the General Meeting of
Shareholders. In this regard, and by taking into account the Company’s agility and effectiveness in decision-making, while still observing
risk mitigation and the principles of Good Corporate Governance, the Company deems it necessary to delegate the authority to approve
the Company's Work Plan and Budget (RKAP) for 2026 and Company's Long-Term Corporate Plane (RJPP) for the period 2026-2030
including its amendments from the General Meeting of Shareholders to the Company’s Board of Commissioners.
General Provisions
1. The Company does not send separate invitation to each of its Shareholders as this invitation constitutes an official invitation, in accordance
with the provision stipulated in Article 17 paragraph (1) juncto Article 52 paragraph (1) of OJK Regulation 15/2020.
2. Company’s Shareholders who are eligible to attend or be represented and vote at the Meeting are those whose names are recorded in the
Company’s Register of Shareholders or holders of securities account balances at Collective Depository of PT Kustodian Sentral Efek
Indonesia (“KSEI”) on Thursday, December 4th, 2025 at 16:00 Western Indonesia Time.
3. Company’s Shareholders unable to attend may be represented by a proxy, provided that members of the Board of Directors, Board of
Commissioners, and employees of the Company may not act as proxies in this Meeting.
4. Shareholders may attend the Meeting electronically via the KSEI system (“eASY.KSEI”) in the web https://easy.ksei.co.id provided by
KSEI, or grant power of attorney to other parties either electronically through the eASY.KSEI application or in writing. Electronic registration
will be open from the date of this Meeting Notice and will close no later than 30 (thirty) minutes before the Meeting.
www.pgn.co.id
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5. In accordance with OJK Regulation Number 14 of 2025 concerning the Implementation of General Meetings of Shareholders, General
Meetings of Bondholders, and General Meetings of Sukuk Holders Electronically, and KSEI Regulation Number XI-B of 2022 on the
Procedures for Conducting General Meetings of Shareholders Electronically with Voting via eASY.KSEI, Company’s Shareholders may grant
power of attorney to the Proxy provided by the Company through the eASY.KSEI application by following the procedures below:
a. Company’s Shareholders must be previously registered in the Facility of Securities Ownership Reference of KSEI (“AKSes KSEI”). If the
Company’s Shareholders are not yet registered, the Company’s Shareholders are kindly requested to register in the web
https://akses.ksei.co.id.
b. For Company’s Shareholders who are registered as AKSes KSEI users, can grant their power of attorney and vote electronically (e-Proxy
and e-Voting) through eASY.KSEI in the web https://easy.ksei.co.id. Detailed instructions on proxy delegation from Shareholders can
follow the eASY.KSEI’s guide – Operations for Shareholder.
c. The period of time for the Company’s Shareholders to declare their power of attorney and vote, make changes to the appointment of the
Proxy and/or to the votes for each agenda of the Meeting, or revoke their power of attorney, is from the date of the Meeting Invitation
until no later than one (1) working day prior to the date of the Meeting, which is Wednesday, December 24th, 2025.
d. Guidance for registration, utilization and further explanation regarding eASY.KSEI are also uploaded to the Company’s website in the
web https://easy.ksei.co.id and https://akses.ksei.co.id.
e. Any delay or failure in the electronic registration process as referred above, for any reason will result in the Shareholders or their Proxies
being unable to attend the Meeting electronically, and their share ownership will not be calculated as the attendance quorum at the
Meeting.
6. In the event that the Shareholders will attend the Meeting by means other than the eASY.KSEI mechanism, then the Shareholders could
download a power of attorney document from the Company's website and send the completed document along with proof of identity to:
dm@datindo.com. After which the original power of attorney must be submitted to the Company's Securities Administration Bureau, namely
PT Datindo Entrycom which address is at Jalan Hayam Wuruk Nomor 28, Jakarta Pusat, 10220 no later than three (3) working days before
the date of the Meeting or Monday, December 22nd, 2025.
7. Shareholders or their proxies attending the Meeting physically are required to present the following documents to the registration officer
before entering the Meeting venue:
a. Individual Shareholders must present a copy of their Identity Card or other valid identification;
b. Shareholders that are legal entities must present a copy of their articles of association and the latest management composition; and
c. For Shareholders whose shares are deposited in the Collective Depository of KSEI, are required to show an original KTUR (Konfirmasi
Tertulis Untuk Rapat), which can be obtained from the securities company or the custodian bank where the Shareholder opens his/her
securities account.
8. The Company provides meeting material to the Meeting which can be downloaded from the Company’s website from the date of this
invitation.
9. For the orderliness of the Meeting, the Company's Shareholders or their proxies are requested to complete registration no later than 30
minutes before the Meeting begins. Those arriving after registration has closed will not be allowed to attend the Meeting.
Jakarta, December 5th, 2025
Board of Directors
PT Perusahaan Gas Negara Tbk
www.pgn.co.id
Names mentioned 4 people and organisations named in the text · linked when the evidence is strong
unresolved
person
K.H. Zainul Arifin
p.1
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.1
unresolved
org
PT Datindo Entrycom
p.2
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