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ANNOUNCEMENT
SUMMARY OF MINUTES
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT TBS ENERGI UTAMA Tbk
The Board of Directors of PT TBS Energi Utama Tbk (hereinafter referred to as “the Company”), domiciled in South Jakarta, herewith announces that it
has conducted the Annual General Meeting of Shareholders (hereinafter referred to as “the Meeting”) on Friday, April 25, 2025. The Meeting started at
09.17 – 10.44 Western Indonesian Time at Assembly Hall Menara Mandiri Lantai 9, Jl. Jenderal Sudirman Kav 54-55, Jakarta Selatan – 12190, Indonesia,
which summarized in the following Summary Minutes of the Meeting:
A. Compliance with Legal Procedures for Holding Meetings
1. Notification of the Meeting’s implementation plan to the Financial Services Authority (OJK) through Letter Number 041/TBS/III/2025 dated 5
March 2025 regarding Notification of the General Meeting of Shareholder plan of PT TBS Energi Utama Tbk.
2. Announcement of the Meeting plan on 12 March 2025 and invitation to Meeting on 27 March 2025 through the Indonesian Stock Exchange’s
website, the Company’s website, and eASY.KSEI system.
B. Meeting Agenda
The meeting is with agendum of the Meeting as follows:
1. Approval on the Annual Report and the Consolidated Financial Statements of the Company for the financial year ended on 31 December 2024.
2. Approval on the determination on the use of the Company’s net profit for the financial year ended on 31 December 2024.
3. Approval on the appointment of Public Accountant and Public Accounting Firm that will audit the Company’s Consolidated for the Financial Year of
2025 and determination of the honorarium and other requirements related to the appointment.
4. Approval on the determination of honorarium and/or other allowances for the Board of Commissioners and Board of Directors.
5. Approval on the Changes in the composition of the Company’s management.
6. Approval on the delegation of authority to the Board of Directors of the Company with the approval of the Board of Commissioners of the Company
for the implementation of the adjustments of subscribed and paid-up capital in the Company through the Company’s Management and Employee
Stock Option Program (MSOP/ESOP Program).
C. Members of the Board of Commissioners and the Board of Directors of the Company who attended the Meeting
Board of Commissioners 1. Bacelius Ruru, acting as President Commissioner concurrently Independent Commissioner
2. Dr. Ahmad Fuad Rahmany, acting as Independent Commissioner
Board of Directors 1. Dicky Yordan, acting as President Director
2. Alvin Firman Sunanda, acting as Director
3. Juli Oktarina, acting as Director
4. Mufti Utomo, acting as Director
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5. Sudharmono Saragih, acting as Director
Invitee 1. Yasmin S. Wirjawan*)
2. Kang Tzu Ping (Frances Kang)*)
* attending via teleconference media
D. Quorum of Shareholders in the Meeting
1. The provisions of the quorum as required in Article 14 paragraph (2) and paragraph (3) of the Company’s Articles of Association, Article 41
paragraph (1) of POJK 15, and/or Article 86 paragraph (1) of the Law of the Republic of Indonesia Number 40 of 2007 concerning the Limited
Liability Company, that the Meeting can be held if it is attended and/or represented by the shareholders or their legitimate proxies which
representing more than (1/2) one-half of total shares with valid votes which have been issued by the Company; and
2. The Meeting was attended by the shareholders and/or the legal proxies of the Company's shareholders in total 5,640,314,328 (five billion six
hundred forty million three hundred fourteen thousand three hundred twenty-eight) shares or 79.1272% (seventy-nine point one two seven two
percent) dari 8.167.826.970 (eight billion one hundred sixty-seven million eight hundred twenty-six thousand nine hundred seventy) shares, issued
and fully paid in the Company.
E. Question & Answer Session in the Meeting
The shareholders of the Company are given the opportunity to ask questions, the Chairman of the Meeting provides the opportunity for the shareholders
or the proxies of the Company's shareholders to ask questions and/or provide opinions regarding the agenda of the Meeting being discussed.
During the question-and-answer session, there were 5 (five) shareholders who attended the Meeting either electronically or physically and submitted
questions and/or opinions.
F. Mechanism of Resolutions in the Meeting
The Company’s shareholders can provide power of attorney electronically to attend and raise votes in the Meeting through KSEI’s Electronic General
Meeting System or eASY.KSEI at https://akses.ksei.co.id provided by PT Kustodian Sentral Efek Indonesia (“KSEI”). The shareholders or the proxy
of the shareholder who physically attended the Meeting may submit votes by filling out the voting cards provided.
The resolutions were made under deliberation for consensus mechanism, however, in the case that any of the shareholder or shareholders’ proxies
disagreed or abstained, the resolutions would be made by voting through the collection of voting cards.
G. Voting Results in the Meeting
The Company appointed Notary Aulia Taufani, S.H., and the Company’s share registrar, PT Datindo Entrycom, as independent parties to count and/or
validate the votes at the Meeting. The voting results at the Meeting are as follows:
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Agenda Agreed Abstained Disagreed
First Agenda 5,577,906,328 shares or 62,408,000 share or 1.1064632% of 0
98.8935368% of the total votes the total votes attend at the Meeting
attend at the Meeting.
In accordance with the provisions of Article 14 paragraph (16) of the Company's Articles of Association, the abstain
votes are deemed to have cast the same vote as the votes of the majority of shareholders who cast votes, thus
the total votes in favor amounted to 5,640,314,328 shares or constituting 100.0000000% of the total valid shares
present. in the Meeting decided to approve the proposed resolutions of the Meeting Agenda.
Second Agenda 5,577,906,328 shares or 62,408,000 share or 1.1064632% of 0
98.8935368% of the total votes the total votes attend at the Meeting
attend at the Meeting.
In accordance with the provisions of Article 14 paragraph (16) of the Company's Articles of Association, the abstain
votes are deemed to have cast the same vote as the votes of the majority of shareholders who cast votes, thus
the total votes in favor amounted to 5,640,314,328 shares or constituting 100.0000000% of the total valid shares
present. in the Meeting decided to approve the proposed resolutions of the Meeting Agenda.
Third Agenda 5,572,320,379 shares or 62,408,000 share or 1.1064632% of 5,585,949 shares or
98.7945007% of the total votes the total votes attend at the Meeting 0.0990361% of the total votes
attend at the Meeting. attend at the Meeting.
In accordance with the provisions of Article 14 paragraph (16) of the Company's Articles of Association, the abstain
votes are deemed to have cast the same vote as the votes of the majority of shareholders who cast votes, thus
the total votes in favor amounted to 5,634,728,379 shares or constituting 99.9009639% of the total valid shares
present. in the Meeting decided to approve the proposed resolutions of the Meeting Agenda.
Fourth Agenda 5,572,206,279 shares or 62,522,100 share or 1.1084861% of 5,585,949 shares or
98.7924778% of the total votes the total votes attend at the Meeting 0.0990361% of the total votes
attend at the Meeting. attend at the Meeting.
In accordance with the provisions of Article 14 paragraph (16) of the Company's Articles of Association, the abstain
votes are deemed to have cast the same vote as the votes of the majority of shareholders who cast votes, thus
the total votes in favor amounted to 5,634,728,379 shares or constituting 99.9009639% of the total valid shares
present. in the Meeting decided to approve the proposed resolutions of the Meeting Agenda.
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Agenda Agreed Abstained Disagreed
Fifth Agenda 5,576,926,028 shares or 62,408,000 shares or 1,1064632% of 980,300 shares or 0/0173802%
98.8761566% of the total votes the total votes present at the Meeting. of the total votes attend at the
attend at the Meeting. Meeting.
In accordance with the provisions of Article 14 paragraph (16) of the Company's Articles of Association, abstain
votes are deemed to have cast the same vote as the votes of the majority of shareholders who cast votes, thus
the total number of affirmative votes is 5,639,334,028 shares or constituting 99.982620% of the total valid shares.
Those present at the Meeting decided to approve the proposed resolutions of the Meeting Agenda.
Sixth Agenda 5,499,124,628 shares or 62,522,100 shares or 1,1084861% of 78,667,600 shares or
97.4967760% of the total votes the total votes present at the Meeting. 1.3947379% of the total votes
attend at the Meeting. attend at the Meeting.
In accordance with the provisions of Article 14 paragraph (16) of the Company's Articles of Association, the abstain
votes are deemed to have cast the same vote as the votes of the majority of shareholders who cast votes, thus
the total votes in favor amounted to 5,561,646,728 shares or constituting 98.6052621% of the total valid shares
present. In the Meeting decided to approve the proposed resolutions of the Meeting Agenda.
H. Meeting Resolutions
The resolutions made of the Meeting are as follows:
Agenda Meeting Resolutions
First Agenda 1. To accept and approve the Annual Report which inter alia includes the supervisory report of Board of
Commissioners and Consolidated Financial Statement of the Company, for the financial year ended on
December 31, 2024 and ratify the Balance Sheet and Profit and Loss Calculation of the Company for year
ended on December 31, 2024 which has been audited by Public Accounting Firm Purwantowo, Sungkoro dan
Surja (member of global firm Ernst & Young) which opinion states that the Company’s Consolidated Financial
Statements present fairly in all material respects pursuant to the Independent Auditor Report dated 11 March
2025 Nomor: 00172/2.1032/AU.1/02/0685-1/1/III/2025; and
2. To release and discharge (acquit et the charge) to the Board of Directors and the Board of Commissioners of
the Company for management and supervision that has been performed in the financial year ended on
December 31, 2024, as long as those actions reflected in the Annual Report of the Company.
Second Agenda To approve allocation of the Company’s net profit for the year ended on December 31, 2024 amounting
USD47,976,127 (forty-seven million nine hundred seventy-six thousand one hundred twenty-seven United States
Dollars), where the Profit for the Year Attributable to the Equity Holders of the Parent Entity amounting to
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Agenda Meeting Resolutions
USD28,470,034 (twenty-eight million four hundred seventy thousand thirty-four United States Dollars), with the
following details:
1. In amount of USD287.701 (two hundred eighty seven thousand seven hundred one United States Dollar) will
be allocated as general appropriation pursuant to the Article 70 of Law Number 40 year of 2017 regarding
Limited Liability Company;
2. In amount of USD 10,000,000 (ten million United States Dollars) is designated as the Final Cash Dividend to
be distributed to the Shareholders, with the following provisions:
a) Final Cash Dividends are distributed proportionally to each Shareholder whose names are recorded in
the Register of Shareholders on the recording date final cash dividends.
b) In the implementation, The Board of Directors is given power and authority with substitution rights for:
- Withhold tax dividend in accordance with applicable tax regulations; and
- Take all necessary actions as mentioned including other technical related including determining the
list of shareholders who are entitled to the final cash dividend, and determining the payment schedule
and mechanism of the final cash dividend, which will be announced on the IDX website and the
Company’s website, by complying with the applicable laws and regulations.
3. The remaining of USD18.182.333 (eighteen million one hundred eighty two thousand three hundred thirty
three United States Dollar) will be recorded as retain earnings of the Company in order to strengthen the long
term capital expenditure as well as to support the business growth and Company’s investment plan, including
but not limited to the investment in power business sector, including new and renewable energy and also
electric vehicle sector.
Third Agenda To approve the delegation of authority to the Board of Commissioner to:
1. Appoint Public Accounting Firm registered at Financial Services Authority that has competence in accordance
with the complexity of the Company’s and officially affiliated with the global Public Accounting Firm to perform
audit services for Company’s financial statements for the current financial year and will be ended on
December 31, 2025.
2. Determine the honorarium for the Public Accounting Firm including other requirements in relation to such
appointment.
3. To grant power and authority to the Board of Commissioners and the Board of Directors of the Company to
perform any action in relation to the appointment of Public Accounting Firm pursuant the prevailing
regulations.
Fourth Agenda Granting power and authority to the Board of Commissioners of the Company to determine the honorarium and/or
other benefit for all member of Board of Commissioners the Board of Directors for the financial year ended on
December 31, 2024, provided that the determination of the amount of honorarium and/or other benefits for all
members of the Board of Commissioners and the Board of Directors for the financial year ended on December 31,
2024 is carried out by taking into account the recommendations from Nomination and Remuneration Committee
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Agenda Meeting Resolutions
and also by taking into consideration the Company's financial condition.
Fifth Agenda 1. To approve and accept the Resignation of:
1) Mr. Pandu Patria Sjahrir from his position as Vice President Director of the Company, effective as of
February 24, 2025, as previously disclosed by the Company on February 24, 2025, through the
information disclosure published on the Company's website and the Indonesia Stock Exchange website.
2) Mr. Bambang Permadi Soemantri Brodjonegoro S.E., M.U.P., Ph.D from his position as Independent
Commissioner of the Company, effective as of March 31, 2025, as previously disclosed by the Company
on March 7, 2025, through the information disclosure published on the Company's website and the
Indonesia Stock Exchange website.
3) Mr. Djamal Nasser Attamimi from his position as Commissioner of the Company, effective as of March
24, 2025, as previously disclosed by the Company on March 24, 2025, through the information disclosure
published on the Company's website and the Indonesia Stock Exchange website.
Furthermore, the Company expresses its deepest appreciation, and gratitude for the dedication, assistance,
energy and contribution that has been given by:
1. Mr. Pandu Patria Sjahrir, during his tenure and service as Vice President Director of the Company.
2. Mr. Prof. Bambang Permadi Soemantri Brodjonegoro, S.E., M.U.P., Ph.D., during his tenure and service
as the Company’s Independent Commissioner, and
3. Mr. Djamal Nasser Attamimi, during his tenure and service as the Company’s Commissioner.
Until the effective date of their resignation, and to approve the granting of release and discharge of
responsibility (acquit et de charge) to Mr. Pandu Patria Sjahrir, Mr. Prof. Bambang Permadi Soemantri
Brodjonegoro, S.E., M.U.P., Ph.D., and Mr. Djamal Nasser Attamimi for all the duties and responsibilities they
have carried out in their respective positions as Vice President Director, Independent Commissioner, and
Commissioner of the Company, as long as such actions are reflected in the financial statements and annual
report of the Company.
2. To approve and accept the appointment of Ms. Yasmin S. Wirjawan and Ms. Frances Kang as Independent
Commissioners of the Company, with their term of office effective from the closing of this Meeting ("Effective
Date") until the closing of the fourth Annual General Meeting of Shareholders of the Company following the
Effective Date, which will be held in 2029 for the 2028 Annual General Meeting of Shareholders.
Therefore, the composition of the Board of Directors and the Board of Commissioners of the Company,
effective from the closing of this Meeting, will be as follows:
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Agenda Meeting Resolutions
Board of Directors:
President Director : Dicky Yordan
Director : Alvin Firman Sunanda
Director : Juli Oktarina
Director : Mufti Utomo
Director : Sudharmono Saragih
Board of Commissioners:
President Commissioner : Bacelius Ruru
concurrently Independent Commissioner;
Independent Commissioner : Dr. Ahmad Fuad Rahmany
Independent Commissioner : Yasmin S. Wirjawan
Independent Commissioner : Frances Kang (Kang Tzu Ping)
3. Approved the granting of power to each member of the Board of Directors of the Company with substitution
right to state the Meeting’s resolution regarding changes to the composition of the Company’s management
into the Deed of Resolution Statement made before a Notary and submitted notification of changes to the
Company's data to the Ministry of Law and Human Rights of the Republic of Indonesia to obtain a letter
receipt of notification of changes to Company data from the Minister of Law and Human Rights of the Republic
of Indonesia, and furthermore to conduct any matters deemed necessary in order to implement this Meeting
resolution with no exceptions.
Sixth Agenda To approve the delegation of authority to the Board of Directors of the Company with the approval of the Board of
Commissioners of the Company for the implementation of the adjustment of the issued and paid-up capital in the
Company for the implementation of the adjustments of issued and paid-up capital in the Company through the
Company’s Management and Employee Stock Option Program (MSOP/ESOP Program) which has been approved
on the Extraordinary General Meeting of Shareholders in 2021 and 2023 and authorizes the Board of Directors of
the Company to take all necessary actions for the implementation of the addition of the Company's capital and the
issuance of New Shares by the Company, including declaring the amendment to Article 4 paragraph (2) of the
Articles of Association into a notarial deed and subsequently submitting it to the competent authority to obtain
approval and/or receipt of notification of the amendment to the Articles of Association and subsequently performed
any action deemed necessary and useful for this purpose with nothing being excluded.
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The resolutions of the Meeting as mentioned above are stated in the Deed of Minutes of Meeting dated April 25, 2025 Number 51, made by Notary Aulia
Taufani S.H. The copy of the deed is currently still in the process of being completed at the Notary's office. The announcement of the Summary of the
Minutes of the Meeting is made in compliance with the provisions of Article 51 of POJK 15/2020 concerning the Plan and Implementation of the General
Meeting of Shareholders of Public Company.
Jakarta, 29 April 2025
PT TBS ENERGI UTAMA Tbk
BOARD OF DIRECTORS
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Names mentioned 23 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×2
unresolved
—
Oktarina
· Director
p.1
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.2
unresolved
person
Notary Aulia Taufani
p.2
unresolved
org
PT Datindo Entrycom
p.2
unresolved
org
Indonesia Stock Exchange
p.6 ×3
unresolved
person
M.U.P.
p.6 ×3
unresolved
person
Djamal Nasser Attamimi
p.6 ×3
unresolved
person
Frances Kang
p.6
unresolved
person
Dr. Ahmad Fuad Rahmany Independent
· Independent Commissioner
p.7 ×3
unresolved
org
Ministry of Law and Human Rights
p.7
unresolved
org
Minister of Law and Human Rights
p.7
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12 Sep 2026 22:51
no e-reporting cover - issuer taken from the announcement
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