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20250604_MEDC_Ringkasan Risalah//Risalah RUPS_31892333_lamp3.pdf
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e PT MEDCO ENERGI INTERNASIONAL Tbk
ANNOUNCEMENT OF THE SUMMARY OF MINUTES OF MEETING
ANNUAL GENERAL MEETING OF SHAREHOLDERS (“MEETING”)
Hereby announced that the Annual of General Meeting of Shareholders of PT Medco Energi Internasional Tbk
(the “Company”) has been convened with the following details:
Date of the Meeting
Tuesday, 3 June 2025.
Venue of the Meeting
Soehanna Hall, The Energy Building, 2nd Floor, SCBD Lot. 11A, Jl. Jend. Sudirman Kav.52-53, Jakarta 12190
Timing of the Meeting
2.30 – 4.12 pm Western Indonesian Time.
The Board of Directors and the Board of Commissioners who attended the Meeting
Board of Commissioners
Mrs. Yani Y. Panigoro – President Commissioner
Mr. Marsillam Simandjuntak – Independent Commissioner
Board of Directors
Mr. Hilmi Panigoro – President Director
Mr. Roberto Lorato – Director
Mr. Anthony Robert Mathias – Director
Mr. Amri Siahaan – Director
Mr. Ronald Gunawan – Director
Mr. Yaser Raimi Panigoro as Commissioner of the Company was unable to attend this Meeting.
The attendance of the shareholders in the Meeting
The shareholders and/or their proxies who attended the Meeting were 20,490,178,480 (twenty billion four hundred
ninety million one hundred seventy eight thousand four hundred eighty) shares or representing 82,99% (eighty-
two point nine nine percent) of 25,136,231,252 (twenty five billion one hundred thirty six million two hundred thirty
one thousand two hundred fifty two) shares, which were all shares issued or paid up by the Company, after being
deducted by the treasury shares of the Company with the amount of 446,630,288 (four hundred forty six million
six hundred thirty thousand two hundred and eighty eight) shares, therefore the provisions regarding the
attendance quorum of the Meeting as stipulated in Article 86 paragraph (1), Article 88 paragraph (1) of Law No.
40 of 2007 on Limited Liability Companies as amended from time to time, Article 41 of Financial Services Authority
Regulation No. 15/POJK.04/2020 on Planning and Implementation of the General Meeting Shareholders of Public
Company (“POJK 15”) and Article 22 paragraph 1, Article 25 paragraph 1 of the Company's Articles of Association
have been fulfilled, thus the Meeting can be proceeded and make valid decisions.
Providing Opportunities for Shareholders to Ask Questions and/or Give Opinions in Meetings
Shareholders or their proxies have been given the opportunity to ask questions, opinions, proposals and/or
suggestions either physically or electronically after discussing the Meeting agenda, before voting is carried out
and these questions must be related to the current discussed Meeting agenda.
Number of Shareholders Asking Questions and/or Giving Opinions at the Meeting
In the aforementioned Meeting, there were some questions from the shareholders either physically and/or
electronically, namely:
1. For the First Agenda, there were questions from 2 (two) shareholders.
2. For the Sixth Agenda, there were questions from 2 (two) shareholders.
3. For the Eighth Agenda, there was question from1 (one) shareholder.
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Meanwhile, for the Second, Third, Fourth, Sixth and Seventh Agenda items, no shareholders or their proxies
submitted questions, opinions, proposals and/or suggestions.
Voting is conducted through physical and electronic mechanism.
Voting Mechanism of the Meeting
Decision making is carried out by means of deliberation for consensus, if there are shareholders or their proxies
who do not agree, then the decision will be taken by voting physically and electronically.
In accordance with the Article 47 of POJK 15, shareholders with voting rights who attend the Meeting but abstain
are deemed to have cast the same vote as the majority of shareholders who cast votes.
Result of the Voting for the Meeting’s Resolution
1. First Agenda
Agree Abstain Disagree
20,490,173,480 shares 237,493,819 shares 5,000 shares
First Agenda Resolution:
Receive and approve the report of Board of Directors and the report of the Board of Commissioners
regarding the Company’s activities that have been carried out for the financial year ending 31 December
31, 2024 as well as the ratification of the profit and loss balance (“Financial Statements”) for the financial
year ended December 31, 2024 which has been audited by the Public Accounting Firm PURWANTONO,
SUNGKORO & SURJA as evidenced from its letter No. 00493/2.1032/AU.1/02/0696-5/1/III/2025 dated 28
March 2025, with the opinion “FAIR WITHOUT EXCEPTIONS” and subsequently released (acquit et de
charge) the members of the Board of Directors and Board of Commissioners of the Company from their
responsibilities for the management and supervision of the Company during the relevant financial year.
2. Second Agenda
Agree Abstain Disagree
20,487,816,567 shares 233,017,333 shares 2,361,913 shares
Second Agenda Resolution:
1) To approve the utilization of the Net Profit that Attributed to the Shareholders of the Company for the
financial year ended 31 December 2023 with the amount of US$330,675,261 (three hundred thirty
million six hundred seventy-five thousand two hundred sixty-one United States Dollar) with the
following details:
- Distributed 17.23 % of the net profit attributable to owners of the Company's parent entity in 2024
or in the amount of US$63,294,037 (sixty three million two hundred ninety four thousand thirty
seven United States Dollar) as cash dividend to all shareholders of the Company, whereas the
amount of cash dividend distribution above must take into account the interim dividend that has
been distributed by the Company to shareholders on 1 November 2024. Thus, with the distributed
interim dividend to the Company's shareholders in the amount of US$25,338,499 (twenty five
million three hundred thirty eight thousand four hundred ninety nine United States Dollars) or equal
to Rp15.75 (fifteen point seventy five Rupiah) per share, then the final cash dividend that will be
distributed after obtaining the approval from this AGMS is equal to Rp25 (twenty five Rupiah) per
share, equivalent to a total of approximately US$37,955,538 (thirty seven million nine hundred
fifty five thousand five hundred thirty eight United States Dollar), with the total issued and paid-up
capital (excluding treasury shares) of 24,678,690,964 (twenty four billion six hundred seventy eight
million six hundred ninety thousand nine hundred sixty four) shares as at 28 May 2025.
- To record the remaining net profit of 2024 with the amount of US$304,064,231 (three hundred
four million sixty-four thousand two hundred thirty-one United States Dollar), as Retained
Earnings.
2) To authorize the Board of Directors to do all necessary things for the cash dividend distribution to
each of the shareholders, including to announce the procedure and requirement of the cash dividend
payment as explained.
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3. Third Agenda
Agree Abstain Disagree
21,131,152,579 shares 259,266,901 shares 271,375,017 shares
Third Agenda Resolution:
1) Approved the appointment of Purwantono, Sungkoro & Surja Public Accounting Firm registered with
the OJK to audit the Balance Sheet, Profit and Loss Calculation and other parts of the Consolidated
Financial Statements of the Company and its Subsidiaries for the year ending on 31 December 2025.
2) Approved the Delegation of authority to the Board of Commissioners of the Company to:
a) Determine the fee amount of the Public Accountant.
b) Appoint a substitute Public Accountant office and determine the conditions and requirements for
the appointment of a substitute Public Accountant that is reasonable if the Public Accountant
appointed by this Meeting is unable to carry out or continue his duties for any reason, including
legal reasons and laws and regulations in the capital market or no agreement is reached
regarding the fee amount.
4. Fourth Agenda
Agree Abstain Disagree
20,217,317,630 shares 233,932,333 shares 272,860,850 shares
Fourth Agenda Resolution:.
1) Dismissal and reappointment of all members of the Board of Commissioners and Board of Directors
of the Company for a term of 5 (five) years, starting from the closing of this Meeting until the closing
of the Annual General Meeting of Shareholders in 2030, without prejudice to the rights of the General
Meeting of Shareholders to dismiss any member of the Board of Directors or Board of Commissioners
at any time.
Thus, the composition of the Company's Board of Commissioners and Board of Directors are as
follows:
Board of Commissioners
Mrs. Yani Y. Panigoro – President Commissioner
Mr. Marsillam Simandjuntak – Independent Commissioner
Mr. Yaser Raimi Panigoro – Commissioner
Board of Directors
Mr. Hilmi Panigoro – President Director
Mr. Roberto Lorato – Director
Mr. Anthony Robert Mathias – Director
Mr. Amri Siahaan – Director
Mr. Ronald Gunawan – Director
2) Granting authority to the Board of Commissioners to determine the policy on the distribution of
bonuses, salaries and allowances to each member of the Board of Commissioners and the Board of
Directors of the Company, including the determination of other forms of benefits to be given to the
Board of Directors of the Company.
5. Fifth Agenda
Agree Abstain Disagree
20,358,978,703 shares 238,592,133 shares 131,199,777 shares
Fifth Agenda Resolution:
1) To approve the determination of salary and benefit of the Board of Commissioners and the Board of
Directors for the year 2025 (including tax) effective as of 1 January 2025 at the maximum of US$33.03
Million (including shares based payment in the form of Management Shares Award Program in the
total of 49,563,350 shares) and ratify the payment of salaries and benefits that have been paid to the
Board of Commissioner and Board of Directors from January 2025 to May 2025.
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2) To delegate the authority to the Board of Commissioner in determining the policy to distribute
bonuses, salary and benefit to each member of the Board of Commissioners and the Board of
Directors including other forms of benefits for the Board of Directors.
6. Sixth Agenda
Agree Abstain Disagree
19,545,682,669 shares 237,688,233 shares 944,495,811 shares
Sixth Agenda Resolution:
1) To approve the shares buyback of the Company's that have been issued and listed on the IDX in a
maximum of 240,000,000 shares or 0,95% of the issued and paid-up capital of the Company which
will be carried out in accordance with OJK Regulation No. 29/2023 on Shares Buyback Issued by
Public Companies.
2) To approve and authorize with substitution rights, either in part or in whole, to the Board of Directors
of the Company to carry out all necessary actions in connection with the shares buyback of the
Company.
7. Seventh Agenda
Agree Abstain Disagree
19,536,693,169 shares 233,930,333 shares 953,485,311 shares
Seventh Agenda Resolution:
1) To approve the transfer of shares resulting from the buyback by implementing a share ownership
program by employees and/or Directors and Board of Commissioners of the Company, Subsidiaries
and affiliated companies of the Company; And
2) To approve and authorize with substitution rights, either in part or in whole, to the Board of Directors
of the Company to carry out all necessary actions in connection with the re-transfer of shares resulting
from the buyback by implementing a share ownership program by employees and/or the Directors
and Board of Commissioners of the Company, the Company Subsidiaries and affiliated companies
of the company.
8. Eighth Agenda
Report to the shareholders regarding report of the realization and use of proceeds from the Bond Public
Offering.
The Eighth Agenda is only a report, therefore there is no voting.
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Timetable of Cash Dividend Distribution
A. Timetable of Cash Dividend Distribution
No. Description Date
1. Meeting 3 June 2025
2. Announcement of the Meeting summary minutes of meeting and timetable 4 June 2025
and procedure of cash dividend distribution
3. Cum Regular and Negotiated Market 13 June 2025
4. Ex Regular and Negotiated Market 16 June 2025
5. Cum Cash Market 17 June 2025
6. Ex Cash Market 18 June 2025
7. Recording Date for shareholders who are entitled for the cash dividend and 17 June 2025
the determination on the exchange rate of middle rate Bank Indonesia
(United States Dollar to Rupiah)
8. Announcement of exchange rate United States Dollar to Rupiah 18 June 2025
9. Cash dividend distribution 4 July 2025
B. Procedure of Cash Dividend Distribution:
1. Cash dividend will be distributed to the shareholders whose names are recorded in the Company's
Shareholders Register (Recording Date) on 17 June 2025 until 4 pm Western Indonesian Time.
2. For scripless shareholders who are Indonesian nationals or foreign nationals but domiciled in Indonesia, cash
dividend payments will be made in Rupiah, with a value equivalent to dividends paid in United States Dollars
(“US Dollars”) based on the middle exchange rate determined by Bank Indonesia on the recording date on
17 June 2025 and will be announced on 18 June 2025.
3. For the scripless shareholders who are foreign citizen or Indonesian citizen but domiciled outside Indonesia,
dividend payments will be made in US Dollars.
4. For the scripless shareholders registered in the Collective Custody at PT Kustodian Sentral Efek Indonesia
(“KSEI”), cash dividend payments will be made through KSEI and subsequently, KSEI will distribute to the
shareholders’ account at KSEI.
5. For the script shareholders, cash dividend payments in Rupiah are made through the Company's Share
Registrar, PT Sinartama Gunita. Cash dividend payments will be transferred to the shareholders' accounts,
based on accounts list registered in the Share Registrar.
6. The distribution of cash dividends is subject to the applicable tax based on the prevailing regulations which
the Company must withhold. Evidence of the withholding tax can be collected at the Share Registrar’s office.
7. Shareholders who are Domestic Taxpayers in the form of legal entities that have not included their Taxpayer
Identification Number (NPWP) are requested to submit their NPWP to KSEI or BAE no later than 17 June
2025 at 4 pm Western Indonesian Time. Without the inclusion of NPWP, cash dividends paid to the
Indonesian legal entities will be subject to income tax of 30% (thirty percent).
8. Withholding tax on dividends received in US Dollars will be imposed by converting the rate of cash dividends
into Rupiah using the prevailing exchange rate of the Minister of Finance on the recording date.
9. Shareholders who are Foreign Taxpayers, whose tax withholding will use a rate based on the Double Taxation
Avoidance Agreement (P3B), must comply with the requirements of Article 26 of Law no. 36 of 2008
concerning the Fourth Amendment to Law no. 7 of 1983 concerning Income Tax and submitting a Certificate
of Domicile to KSEI or Share Registrar (as applicable), using the format as required in the Regulation of the
Directorate General of Taxes no. 61/PJ/2009 dated 5 November 2009 and in accordance with the prevailing
regulations at KSEI as stated in the Circular Letter No. SE-001/DIR-eks/0110 dated 11 January 2010, no later
than 17 June 2025 at 4 pm Western Indonesian Time. Without the Certificate of Domicile with the agreed
format, the cash dividends paid will be subject to Article 26 Income Tax of 20% (twenty percent).
This announcement of the timetable and procedure of cash dividend distribution is an official notification from the
Company to the shareholders, and therefore, the Company does not issue a separate notification letter to
shareholders.
Jakarta, 4 June 2025
PT Medco Energi Internasional Tbk
Board of Directors
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