20250509_PGEO_Pemanggilan RUPS_31885125_lamp2.pdf

Explanation of Meeting’s Agenda

Agenda 1       : Approval and Ratification of the Annual Report including the Company's Consolidated
                 Financial Report and the Board of Commissioners’ Supervisory Report of the financial
                 year ended on December 31st 2024, accompanied by the Provision of Full Repayment
                 and release of Responsibility (volledig acquit et de-charge) to the Directors and Board of
                 Commissioners.


                 Pursuant to Article 66 paragraph (1) and Article 69 paragraph (1) of Law No. 40 of 2007 on
                 Limited Liability Companies (‘Company Law’); and Article 9 paragraph (4) letters a and b
                 of the Company's Articles of Association, the Annual Report requires the approval of the
                 GMS, which includes the Board of Commissioners Supervisory Report and the Financial
                 Statements which require the ratification of the GMS.

Agenda 2       : Approval of the Determination of the Utilization of the Company's Net Profit for the
                 Financial Year 2024.


                 Based on Article 70 and 71 paragraph (1) of the Company Law; and Article 9 paragraph (4)
                 letter c jo. Article 22 of the Company's Articles of Association, the determination of the
                 utilisation of net profit is decided in the GMS.

Agenda 3       : Approval of the Appointment of a Public Accountant Firm to conduct the audit of the
                 Company’s Financial Statement for the financial year 2025.


                 Pursuant    to   Article   59   of   the   Financial   Services   Authority   Regulation   No.
                 15/POJK.04/2020 on the Planning and Holding of General Meeting of Shareholders of
                 Public Companies (‘POJK 15/2020’); Article 3 of the Financial Services Authority
                 Regulation No. 9/2023 on the Use of Public Accountant Services and Public Accounting
                 Firm in Financial Services Activities (‘POJK 9/2023’); and Article 9 paragraph (4) letter d of
                 the Company's Articles of Association states that the appointment of a registered Public
                 Accounting Firm to audit the Financial Statements requires GMS approval.

Agenda 4       : Approval of the Determination of Remuneration, Allowances and Other Facilities for the
                 Financial Year 2025, and Appreciation for Performance (Tantiem) for the Financial Year
                 2024 for the Company’s Directors and Board of Commissioners.


                 Based on Article 96 and Article 113 of the Company Law; Regulation of the Minister of
                 SOEs No. PER-04/MBU/2014 on Guidelines for Determining the Income of the Board of
                 Directors, Board of Commissioners, and Supervisory Board of SOEs as last amended by
                 Regulation of the Minister of SOEs No. PER- 13/MBU/09/2021; and Article 14 paragraph
                 (16) and Article 18 paragraph (4) letter C.XIII of the Company's Articles of Association that
                 (i) the amount of salary and benefits of members of the Board of Directors is determined
                 by resolution of the GMS and may be delegated to the Board of Commissioners and (ii)
                 the provision of salary or honorarium and benefits of the Board of Commissioners is
                 determined by the GMS.

Explanation of Meeting’s Agenda

Agenda 5       :   Report on the Utilization of Proceed from the Company's IPO Funds.

                   Based on Article 6 and 7 of the Financial Services Authority Regulation Number
                   30/POJK.04/2015 concerning the Report on the Realisation of the Use of Public
                   Offering Proceeds.


Agenda 6       :   Report on the Implementation of MESOP Program and Approval of the Granting of
                   Power to the Board of Commissioners to Increase Fully Paid-Up and Placed Capital
                   in the Context of Implementating the MESOP Program.


                   POJK No. 38/POJK.04/2014, regarding Capital Increas of Public Companies Without
                   Pre-emptive Rights; Circular Letter of the Board of Directors of PT Bursa Efek
                   Indonesia No. SE-00002/BEl/03-2020 regarding Procedures for the Implementation
                   of the Share Ownership Program dated March 2, 2020; Announcement of PT Bursa
                   Efek Indonesia No. Peng-P-00475/BEI.PP3/05-2023 regarding Listing of Equity
                   Securities and Pre-Listing of Shares of PT Pertamina Geothermal Energy Tbk dated
                   May 23, 2023; Statement Letter of PT Datindo Entrycom No. DE/X/2024-4389 as the
                   Securities Administration Bureau of PGEO regarding the Addition of New Shares of
                   the Company from the Implementation of MESOP I & II as of October 7, 2024.


Agenda 7       :   Approval of Amendments to the Company's Articles of Association.

                   Based on Article 19 of the Company Law regarding amendments to the articles of
                   association stipulated by the GMS; and Article 12 of the Company's Articles of
                   Association regarding Amendments to the Articles of Association where
                   amendments to the articles of association require approval in the GMS, and the
                   provisions of the Financial Services Authority Regulation No.17/POJK.04/2020
                   concerning Material Transactions and Changes in Business Activities where the
                   Company is required to obtain GMS approval for Changes in Business Activities
                   including also presenting a Feasibility Study.


Agenda 8       :   Approval of Changes in the Company's Management.

                   In connection with the members of the Company's Management whose term of
                   office has expires in accordance with Article 18 paragraph (3) of the Company's
                   Articles of Association; and Article 22 of the Financial Services Authority Regulation
                   No. 33/POJK.04/2014 regarding the Board of Directors and Board of Commissioners
                   of Issuers or Public Companies.

      Notes

1.     The Company will not send separate invitations to Shareholders since this Convocation is considered an
       official invitation in accordance with Article 17 paragraph (1) in conjunction with Article 52 paragraph (1)
       of POJK GMS and Article 10 paragraph (2) and (5) of the Company's Articles of Association. This invitation
       is also accessible on the Company's website (www.pge.pertamina.com), Indonesia Stock Exchange’s
       website (http://idx.co.id) and the eASY.KSEI application (https://akses.ksei.co.id).
2.     Each Shareholder who is entitled to attend the Meeting is the Shareholder of the Company whose name
       is registered in the Company's Shareholders Register or the owner of the securities account balance in
       the Collective Custody of PT Kustodian Sentral Efek Indonesia (hereinafter referred to as ‘KSEI’) at the
       close of Exchange trading hours 1 (one) business day before the Meeting Invitation, namely on Thursday,
       08 May 2025 at 16.00 WIB.
3.     The Company provides Meeting materials that can be downloaded from the Company's website since
       the date of the Invitation on May 09, 2025.
4.     The participation of Shareholders in the Meeting can be done with the following mechanism:
       A.   Physically present at the Meeting;
       B.   Attend the Meeting electronically through the eASY.KSEI application (https://akses.ksei.co.id/);
5.     Shareholders who can attend directly electronically as mentioned in point 4 letter b are local individual
       Shareholders whose shares are kept in the collective custody of KSEI.
6.     The deadline for providing declarations of attendance or power of attorney and votes in the eASY.KSEI
       application is 12.00 WIB on 1 (one) business day before the date of the Meeting, namely on June 02, 2025.
7.     Shareholders or their proxies who attend the Meeting physically before entering the room are required
       to fill in the attendance list by showing their original Identity Card (KTP) or other identification.
8.     Shareholders who attend electronically can inform their presence and submit their voting choices
       through the eASY.KSEI application. Shareholders whose shares are placed in the collective custody of
       KSEI, to authorise the Company's Securities Administration Bureau, PT Datindo Entrycom through the
       KSEI Electronic General Meeting System facility (eASY.KSEI) in the link https://akses.ksei.co.id/ provided
       by KSEI as a mechanism for granting power of attorney electronically in the process of holding the
       Meeting.
9.     Shareholders who authorise physical attendance at the Meeting can download the power of attorney
       available on the Company's website and must submit a photocopy of the proxy's Identity Card (KTP) or
       other identification and show the original Identity Card (KTP) of the proxy to the Meeting Officer before
       entering the room. Shareholders in the form of Legal Entities are requested to bring a photocopy of the
       latest Articles of Association of the Company and the latest composition of the management.
10. Shareholders who are unable to attend the Meeting may be represented by their proxies, provided that
       members of the Board of Directors, Board of Commissioners and employees of the Company may not
       act as proxies for the Shareholders of the Company in this Meeting.
11.    Before determining participation in the Meeting, Shareholders must read the provisions submitted
       through this Invitation and other provisions related to the implementation of the Meeting based on the
       authority determined by the Company. Other provisions can be seen through document attachments
       to the ‘Meeting Info’ feature in the eASY.KSEI application and/or the Meeting Invitation contained on the
       relevant page of the Company's website. The Company reserves the right to determine other
       requirements with respect to the participation of Shareholders or their proxies who physically attend
       the Meeting.

12. In order to facilitate the organisation and orderly procedure of the Meeting, Shareholders or their
   proxies who physically attend the Meeting are expected to be present at the venue of the Meeting at
   least 30 minutes before the Meeting begins. Shareholders or their proxies who attend the Meeting after
   the registration is closed will not be allowed to attend the Meeting.
13. Shareholders are advised to first read the Meeting Rules and eASY.KSEI Manual, which has been
   available on the Company's website (www.pge.pertamina.com) since the date of this Invitation.
14. The Company may re-announce if there are changes and/or additional information related to the
   procedures for holding the Meeting with reference to the provisions of the prevailing laws and
   regulations.



Jakarta, May 09 2025
PT Pertamina Geothermal Energy Tbk




Board of Directors