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20250506_PGAS_Pemanggilan RUPS_31882766_lamp3.pdf
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INVITATION OF THE
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
PT PERUSAHAAN GAS NEGARA Tbk
The Board of Directors of PT Perusahaan Gas Negara Tbk (the “Company“) hereby invites the Shareholders of the Company to attend the
Company’s Annual General Meeting of Shareholders (the “Meeting“), which will be held on:
Day / Date : Wednesday, May 28th, 2025
Time : 14.00 WIB onwards
Venue : Auditorium Graha PGAS, 2nd Floor,
K.H. Zainul Arifin St, Number 20,
West Jakarta, 11140
Agenda of the Meeting
1. Approval of the Company's Annual Report for the 2024 Fiscal Year and the Board of Commissioners' Supervisory Report for the 2024
Fiscal Year.
2. 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.
3. Approval of the Distribution of the Company’s Net Profit, including the Dividend for the 2024 Fiscal Year.
4. 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.
5. 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.
6. Approval of Special Assignments to the Company.
7. Changes to the Management of the Company.
Explanation of the Agenda
1. Agenda No.1 to 5 are regular agendas of the Annual General Meeting of Shareholders of the Company pursuant to the Company’s Articles
of Association and Law Number 40 Year 2007 concerning Limited Liability Company as amended by Law Number 6 Year 2023 concerning
Stipulation of the Government Regulation in Lieu of Law Number 2 Year 2022 on Job Creation as Law.
2. Agenda No.6 will be carried out in accordance with Article 66 paragraph (5) juncto Article 87C Law Number 19 Year 2003 concerning
State-Owned Enterprises as lastly amended by Law Number 1 Year 2025 juncto Article 65 paragraph (4) Government Regulation Number
45 Year 2005 concerning State Owned Enterprise Establishment, Management, Supervisions and Dissolution as lastly amended by
Government Regulation Number 23 Year 2022 juncto Article 3 paragraph (4) Regulation of the Minister of State-Owned Enterprises Number
PER-01/MBU/03/2023 concerning Special Assignments and Social and Environmental Responsibility Programs for State-Owned
Enterprises, that any special assignments to State-Owned Enterprises shall obtain approval from the General Meeting of
Shareholders/Minister.
3. Agenda No.7 will be carried out with regard to the end of term of office of the member of Company’s Management in accordance with
Article 14 paragraph (14) letter a, Article 14 paragraph (26) letter f, Article 14 paragraph (27) juncto Article 14 paragraph (12) of the
Company’s Articles of Association.
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 Regulation of Financial Service Authority (“OJK”)
Number 15/POJK.04/2020 concerning the Planning and Implementation of General Meeting of Shareholders of Public Companies.
2. Company’s Shareholders who are eligible to attend or be represented and vote at the Meeting are Company’s Shareholders whose names
are recorded in the Company's Register of Shareholders by May 5th, 2025, or holders of securities account balances at Collective
Depository of Indonesia Central Securities Depository (“KSEI”) at the closing of trading on May 5th, 2025.
3. Considering OJK Regulation Number 16/POJK.04/2020 regarding Implementation of Electronic General Meeting of Shareholders (GMS)
of Public Companies, and KSEI Regulation Number XI-B of 2022 regarding the Procedure for the Convening of Electronic General Meetings
of Shareholders Supplemented by the Casting of Votes through Electronic General Meeting System of KSEI (“eASY.KSEI”):
www.pgn.co.id
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a. The Company encourages Shareholders to attend the Meeting online or grant power of attorney to his/her proxy through the KSEI
Electronic General Meeting System (eASY.KSEI) facility provided by KSEI as a mechanism for electronic authorization in the process of
organizing the Meeting. For further details regarding the steps to authorize Shareholders, Shareholders can follow the instructions in the
eASY.KSEI Guide - Operations for Shareholders.
b. 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 Hayam Wuruk St, Number 28 2nd floor, Jakarta 10220 no later than 3 (three) working
days before the date of the Meeting or May 23rd, 2025.
4. If the Shareholders or their proxies intend to attend the Meeting physically, then prior to attending the Meeting room, 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: a copy of the latest version of the Articles of Association including the composition of the
management.
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.
5. Shareholder who is unable to attend the Meeting may be represented by his/her proxy. If the proxy is being given to the Directors,
Commissioners, or any employee of the Company, then such proxy holder cannot exercise their voting rights in this Meeting.
6. The Company provides material pertinent to the Meeting which can be downloaded from the Company’s website from the date of this
invitation.
7. In order to facilitate the arrangement of the Meeting, Shareholders or their proxies are required to be present at the Meeting venue at least
thirty (30) minutes prior to the commencement of the Meeting. Shareholders or his/her proxy who are present after registration is closed are
not permitted to attend the Meeting.
8. Shareholders or their proxies and other parties who will physically attend the Meeting, must comply with the security safety and health
protocols. The Company may take certain actions necessary for the Meeting to run properly, if there are conditions that the Company
considers necessary to be carried out as a matter of implementing security safety protocol and compliance with the health protocol.
Jakarta, May 6th, 2025
PT Perusahaan Gas Negara Tbk
Board of Directors
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 St
p.1
unresolved
org
Minister of State-Owned Enterprises Number PER-
p.1
unresolved
org
PT Datindo Entrycom
p.2
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