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20250602_PGAS_Ringkasan Risalah//Risalah RUPS_31890964_lamp2.pdf
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ANNOUNCEMENT OF MEETING SUMMARY OF THE
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT PERUSAHAAN GAS NEGARA Tbk
In order to comply with the provisions of Article 49 of the Financial Service Authority Regulation No. 15/POJK.04/2020 regarding the
Plan and Implementation of General Meeting of Shareholders for an Issuer or Public Company, Board of Directors of
PT Perusahaan Gas Negara Tbk (the “Company”) hereby announces Minutes Summary of the Annual General Meeting of Shareholders
of the Company held on May 28th, 2025 at 14:29 WIB at Auditorium Graha PGAS, Lantai 2, Jl. KH. Zainul Arifin
No. 20, West Jakarta, 11140 (the “Meeting”), as follows:
Members of Board of Directors and Board of Commissioners who attended the Meeting:
President Director : Arief Setiawan Handoko
Director of Finance : Fadjar Harianto Widodo
Director of Commercial : Ratih Esti Prihatini
Director of Strategy and Business Development : Rosa Permata Sari
Director of Infrastructure dan Technology : Harry Budi Sidharta
Director of Risk Management : Arief Kurnia Risdianto
Director of HR and Business Support : Rachmat Hutama
President Commissioner and Independent Commissioner : Amien Sunaryadi
Independent Commissioner : Abdullah Aufa Fuad
Independent Commissioner : Tony Setia Boedi Hoesodo
Independent Commissioner : Christian H. Siboro
Independent Commissioner : Dini Shanti Purwono
The Meeting was represented by 18.683.268.753 of shares including Series A Dwiwarna Shares, with legal vote rights
or equal to 77,0713959% of total shares with legal vote rights which have been issued by the Company.
Rules of the Meeting:
• The meeting was chaired by the President Commissioner and Independent Commissioner based on the letter of appointment of
the Board of Commissioners No. Kep-10/D-KOM/2025 dated May 25th, 2025.
• In any discussion of the agenda of the Meeting, the Shareholders are given the opportunity to ask questions in accordance with
the agenda of the Meeting.
• The mechanism of decision making in the Meeting was adopted in a mutual deliberation basis for consensus. In case a mutual
deliberation for consensus failed to reach a decision, the resolutions of the Meeting were adopted by voting.
The Company has appointed the independent parties namely Securities Administration Bureau PT Datindo Entrycom and Notary
Office of Ir. Nanette Cahyanie Handari Adi Warsito, SH to count and/or validate the votes of the Meeting.
The Meeting Resolutions are as follows:
First Agenda Approval of the Company's Annual Report for the 2024 Fiscal Year and the Board of Commissioners'
Supervisory Report for the 2024 Fiscal Year.
Number of Shareholders
There was 1 (one) question from Shareholder.
who Ask Questions
The result of the decision Affirmative Votes Abstain Votes Disapproving Votes
making
18.194.037.847 votes 478.155.706 votes 11.075.200 votes
(97,3814491%) (2,5592722%) (0,0592787%)
Resolution Approved the Company’s Annual Report including Board of Commissioners’ Supervisory Report for the
2024 Fiscal Year, ending on December 31, 2024, as well as provide full release and discharge (volledig
acquit et de charge) to all members of the Board of Directors for their actions of managing the Company
and Board of Commissioners for their actions of supervising the Company that have been carried out
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during the Fiscal Year ending on December 31, 2024, as long as these actions do not constitute a criminal
act and have been reflected in the Company's reports.
Second Agenda Ratification of the Company's Annual Financial Statements for the 2024 Fiscal Year and the Financial
Statements of the Company's Micro and Small Business Funding Program for the 2024 Fiscal Year, as
well as to provide full release and discharge to every member of the Board of Directors and the Board
of Commissioners for the 2024 Fiscal Year.
Number of Shareholders
There were no questions from Shareholders.
who Ask Questions
The result of the decision Affirmative Votes Abstain Votes Disapproving Votes
making
17.886.733.147 votes 785.376.906 votes 11.158.700 votes
(95,7366368%) (4,2036376%) (0,0597256%)
Resolution Ratified the Consolidated Financial Statements of the Company which has been audited by the Public
Accounting Firm Purwantono, Sungkoro & Surja (a member of Ernst & Young) as stated in the Report
No. 00354/2.1032/AU.1/02/1726-3/1/III/2025 dated March 25, 2025 with the opinion “fairly, in all
material respects”, and ratified the Financial Statements of the Micro and Small Business Funding
Program of the Company 2024 Fiscal Year ending on December 31, 2024 which is part of the Social and
Environmental Responsibility Report, which has been audited by the Public Accounting Firm
Purwantono, Sungkoro & Surja (a member of Ernst & Young) as stated in the Report No.
00355/2.1032/AU.2/10/1726-3/1/III/2025 dated March 25, 2025 with the opinion “fairly, in all
material respects”, as well as provide full release and discharge (volledig acquit et de charge) to all
members of the Board of Directors for their actions of managing the Company and Board of
Commissioners for their actions of supervising the Company that have been carried out during the Fiscal
Year ending on December 31, 2024 as long as these actions do not constitute a criminal act and has
been reflected in the Company's reports.
Third Agenda Approval of the Distribution of the Company’s Net Profit, including the Dividend for the 2024 Fiscal Year.
Number of Shareholders
There were no questions from Shareholders.
who Ask Questions
The result of the decision Affirmative Votes Abstain Votes Disapproving Votes
making
18.287.332.633 votes 362.558.520 votes 33.377.600 votes
(97,8807985%) (1,9405519%) (0,1786497%)
Resolution Approved the use of Consolidated Net Profit attributable to owners of the parent entity for the 2024
Fiscal Year in the amount of USD339,427,774 (three hundred thirty nine million four hundred twenty-
seven thousand seven hundred seventy-four United States Dollars), as follows:
1. The amount of 80% or the amount of USD271,542,219 (two hundred seventy one million five
hundred fourty two thousand two hundred nineteen United States Dollars) is determined as Cash
Dividends. Payment is carried out with the following provisions:
a. Dividends for the 2024 Fiscal Year are paid proportionally to each Shareholder whose name is
registered in the Shareholders Register on the recording date and are paid in cash in Rupiah
using the Bank Indonesia middle exchange rate according to the date of the Annual General
Meeting of Shareholders for 2024 Fiscal Year;
b. The Board of Directors is authorized and empowered with the right of substitution to carry out:
i. Determination of the schedule and distribution procedures related to the Payment of
Dividends for the 2024 Fiscal Year in accordance with statutory provisions;
ii. Dividend tax deductions in accordance with applicable tax regulations;
iii. Other technical matters in accordance with statutory provisions.
2. The amount of 20% or the amount of USD67,885,555 (sixty seven million eight hundred eighty five
thousand five hundred and fifty five United States Dollars) is used as retained earnings.
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Fourth Agenda Approval of Salary/Honorarium along with Facilities and Allowances for the Board of Directors and Board
of Commissioners of the Company for the 2025 Fiscal Year, as well as Tantiem/Performance
Incentive/Special Incentive for the Board of Directors and Board of Commissioners for the Performance
of 2024 Fiscal Year.
Number of Shareholders
There was 1 (one) question from Shareholder but was not relevant to Fourth Agenda.
who Ask Questions
The result of the decision Affirmative Votes Abstain Votes Disapproving Votes
making
17.152.889.809 votes 365.417.720 votes 1.164.961.224 votes
(91,8088266%) (1,9558554%) (6,2353180%)
Resolution 1. Grant authority and power to PT Pertamina (Persero) as the Company’s Majority Series B
Shareholder after consulting with the Series A Dwiwarna Shareholder to determine for members of
the Board of Commissioners:
a. Tantiem/Performance Incentive/Special Incentive for performance of the 2024 Fiscal Year; and
b. Honorarium, allowances and facilities for the 2025 Fiscal Year.
2. Grant authority and power to the Company's Board of Commissioners by first obtaining written
approval from PT Pertamina (Persero) as the Company's Majority Series B Shareholder after
consulting with the Series A Dwiwarna Shareholder to determine for members of the Board of
Directors:
a. Tantiem/Performance Incentive/Special Incentive for performance of the 2024 Fiscal Year; and
b. Salary, allowances and facilities for the 2025 Fiscal Year.
Fifth Agenda Approval of the Appointment of a Public Accountant to Audit the Consolidated Financial Statements for
the 2025 Fiscal Year, PSA 62 Compliance Audit, Micro and Small Business Funding Financial Report Audit
Related to Social and Environmental Responsibility Programs, and Application of Agreed Procedures on
Performance Evaluation Results Reports of Corporate KPI and Individual KPI for the 2025 Fiscal Year.
Number of Shareholders
There were no questions from Shareholders.
who Ask Questions
The result of the decision Affirmative Votes Abstain Votes Disapproving Votes
making
16.881.907.251 votes 658.715.920 votes 1.142.645.582 votes
(90,3584243%) (3,5256995%) (6,1158762%)
Resolution Grant delegation of authority to the Board of Commissioners by first coordinating with the Company’s
Majority Series B Shareholder to:
1. Appoint a Public Accounting Firm to carry out the Audit of the Consolidated Financial Statements
for the 2025 Fiscal Year, the PSA 62 Compliance Audit, the Audit of the Micro and Small Business
Funding Financial Report related to Social and Environmental Responsibility Programs, and the
Application of Agreed upon Procedures on Performance Evaluation Results Report of Corporate KPI
and Individual KPI for the 2025 Fiscal Year.
2. Determining the amount of the audit service fee for the Public Accounting Firm that has been
approved in decision number 1 above and the addition of the scope of work required and other
reasonable requirements for the Public Accounting Firm.
3. Determining a Replacement Public Accountant and/or Public Accounting Firm if the appointed
Public Accounting Firm cannot continue or carry out its duties for any reason based on the
provisions and regulations of the capital market; and determining the conditions, requirements for
the appointment and honorarium of the Replacement Public Accounting Firm.
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Sixth Agenda Approval of Special Assignments to the Company.
Number of Shareholders
There were no questions from Shareholders.
who Ask Questions
The result of the decision Affirmative Votes Abstain Votes Disapproving Votes
making
14.244.562.520 votes 365.434.212 votes 4.073.272.021 votes
(76,2423466%) (1,9559437%) (21,8017097%)
Resolution Grant power and authority to the Minister of State Owned-Enterprises as the Holder of Series A
Dwiwarna Shares by first obtaining approval from the President of the Republic of Indonesia, to approve
the special assignment of the Government to the Company in the context of:
1. Development and Operation of Non-State Budget Natural Gas Pipeline System; and
2. Development and Operation of the Tegal-Cilacap Natural Gas Pipeline;
the implementation of which is carried out in accordance with the provisions of laws and regulations.
Seventh Agenda Changes to the Management of the Company.
Number of Shareholders
There were no questions from Shareholders.
who Ask Questions
The result of the decision Affirmative Votes Abstain Votes Disapproving Votes
making
13.895.498.028 votes 672.670.320 votes 4.115.100.405 votes
(74,3740199%) (3,6003888%) (22,0255912%)
Resolution 1. Affirmed the honorable dismissal of the members of the Company's Board of Commissioners as
follows:
a. Mr. Luky Alfirman as Commissioner, effective March 25, 2025;
b. Mr. Warih Sadono as Commissioner, effective May 15, 2025.
2. Reappointed Mr. Warih Sadono as Commissioner of the Company for the second term.
3. For member of the Board of Commissioners who is appointed as referred to in number 2 and is still
serving in other positions that are prohibited by laws and regulations from being held concurrently
with the position of Board of Commissioners of a State-Owned Enterprise Subsidiary, the person
concerned must resign or be dismissed from said position.
4. Confirmation of the dismissal and appointment of members of the Company's Board of
Commissioners as referred to in numbers 1 and 2 to be determined in the Company's General
Meeting of Shareholders, with due observance of the provisions of the Company's Articles of
Association and applicable laws and regulations.
5. The results of the General Meeting of Shareholders determination regarding the dismissal and
appointment of members of the Company's Board of Commissioners as referred to in number 4
must be submitted to the Ministry of SOEs through the data update of the Ministry of SOEs' HC
Portal as regulated in Article 54 paragraph (4) of the Regulation of the Minister of SOEs
No. PER-3/MBU/03/2023 concerning Organs and Human Resources of State-Owned Enterprises, no
later than 5 (five) working days after the General Meeting of Shareholders is held.
In connection to the resolution in the Seventh Agenda as mentioned above, the composition of the members of the Company's Board
of Directors and Board of Commissioners is as follows:
President Director : Arief Setiawan Handoko
Director of Finance : Fadjar Harianto Widodo
Director of Commercial : Ratih Esti Prihatini
Director of Strategy and Business Development : Rosa Permata Sari
Director of Infrastructure dan Technology : Harry Budi Sidharta
Director of Risk Management : Arief Kurnia Risdianto
Director of HR and Business Support : Rachmat Hutama
President Commissioner and Independent Commissioner : Amien Sunaryadi
Commissioner : Warih Sadono
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Independent Commissioner : Abdullah Aufa Fuad
Independent Commissioner : Tony Setia Boedi Hoesodo
Independent Commissioner : Christian H. Siboro
Independent Commissioner : Dini Shanti Purwono
Furthermore, in connection to the resolution in the Third Agenda as mentioned above where the Meeting has decided to make
Dividend payment from the Company’s Net Profit in the amount of USD271,542,219 (two hundred seventy one million five hundred
forty two thousand two hundred nineteen United States Dollars) and will be distributed in cash to the Shareholders, thus the Schedule
and Procedure of Cash Dividend Distribution for the 2024 Fiscal Year are hereby notified as follows:
Schedule of Cash Dividend Distribution:
No. REMARKS DATE
1. End of Share Trade Period with Dividend Right (Cum Dividend)
- Regular Market and Negotiation June 11st ,2025
- Cash Market June 13th, 2025
2. Beginning of Share Trade Period without Dividend Right (Ex Dividend)
- Regular Market and Negotiation June 12nd, 2025
- Cash Market June 16th, 2025
3. Recording Date of Shareholders who are entitled to Dividends (Recording Date) June 13th, 2025
4. Date of Cash Dividend Payment for 2024 Fiscal Year July 2nd, 2025
Cash Dividend Payment Procedures:
1. Cash dividend will be paid to the Shareholders whose name are recorded in the Company’s Register of Shareholders (recording
date) on June 13th, 2025, and/or the Shareholders whose name are in the securities sub-accounts at PT Kustodian Sentral Efek
Indonesia (“KSEI”) on the close of trading on June 13th, 2025.
2. The Shareholders whose shares are held in the Collective Depository in KSEI, cash dividend payments will be processed through
KSEI and will be distributed to the accounts of Securities Companies and/or Custodian Bank on July 2nd, 2025. The evidence of
cash dividend payment will be delivered by KSEI to Shareholders via Securities Company or Custodian Bank where Shareholders
maintains their securities account. Meanwhile, for Shareholders whose shares are not held in the Collective Depository in KSEI,
cash dividend payment will be transferred directly to the Shareholders’ bank account.
3. The cash dividend paid to Shareholders who is:
a. Domestic Corporate Taxpayer, or
b. Domestic Individual Taxpayer,
are exempt from tax withholding objects in accordance with the provisions of Government Regulation No. 9 of 2021 concerning
Tax Treatment to Support the Ease of Doing Business along with its implementing tax regulations.
Specifically for dividends received by Domestic Individual Taxpayers who do not meet the domestic investments requirements
regulated in Regulation of the Minister of Finance No. 18/PMK.03/2021, will be subject to Tax and this Income Tax (PPh) must be
paid by the respective Domestic Individual Taxpayer in accordance with the prevailing tax provisions.
4. The cash dividend paid to Shareholders who are Foreign Taxpayers will be subject to Article 26 of Income Tax withholding at a
rate of 20%. In order to be able to utilize the Income Tax withholding rate as mentioned in Double Taxation Avoidance Agreement,
Shareholders shall meet the requirements of the Regulation of the Director General of Tax No. PER-25/PJ/2018 concerning
Procedures for Application of Double Taxation Avoidance Agreement, and submit Certificate of Domicile (Surat Keterangan
Domisili or SKD) in the form of a correctly and completely filled-out DGT Form, accompanied by receipt document for the SKD
that has been uploaded to the Directorate General of Taxes website, to KSEI or Securities Administration Bureau (Biro Administrasi
Efek or BAE) in accordance with KSEI regulations and provisions.
5. Shareholders can obtain dividend payment confirmation through Securities Company and/or Custodian Bank where the
Shareholders open their securities account. Furthermore, Shareholder shall be responsible for reporting the received dividends
in the tax filing for the relevant Tax Year.
Jakarta, June 2nd, 2025
PT Perusahaan Gas Negara Tbk
The Board of Directors
Names mentioned 28 people and organisations named in the text · linked when the evidence is strong
unresolved
person
KH. Zainul Arifin
p.1
unresolved
person
H. Siboro Independent
p.1 ×2
unresolved
org
PT Datindo Entrycom
p.1
unresolved
person
Ir. Nanette Cahyanie Handari Adi Warsito
p.1 ×2
unresolved
org
Bank Indonesia
p.2
unresolved
org
Minister of State Owned-Enterprises
p.4
unresolved
—
Reappointed Mr. Warih Sadono
· Commissioner
p.4 ×5
unresolved
org
Ministry of SOEs
p.4
unresolved
org
Ministry of SOEs' HC Portal
p.4
unresolved
org
Minister of SOEs No. PER-
p.4
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.5
unresolved
org
Minister of Finance
p.5
unresolved
org
Directorate General of Taxes
p.5
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