Back to announcement
20250422_PTRO_Ringkasan Risalah//Risalah RUPS_31876951_lamp2.pdf
RUPS minutes Needs review PTROSource file signed link, expires in 15 minutes
Extracted text 6
Page 1
SUMMARY OF MINUTES OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT PETROSEA TBK
(the “Company”)
The Board of Directors of the Company hereby announces that the Company has held an Extraordinary General Meeting of
Shareholders (the “Meeting”) which can be attended physically present and online through eASY.KSEI application, on:
Day/date : Monday, 21 April 2025
Time : 09:32 – 10:48 WIB
Venue : Indy Bintaro Office Park
Jl. Boulevard Bintaro Jaya Blok B7/A6, Sektor VII, CBD Bintaro Jaya,
South Tangerang
In accordance with the article 22 of the Company’s articles of association, the Meeting was chaired by Osman Sitorus as President
Commissioner concurrently as Independent Commissioner based on the Board of Commissioners Meeting of the Company on 16
April 2025.
Members of the Board of Commissioners and Board of Directors who attend:
The Board of Commissioners
President Commissioner concurrently as Independent Commissioner : Osman Sitorus
Commissioner : Djauhar Maulidi, S.E., M.B.A.
Independent Commissioner : Dr. Setia Untung Arimuladi S.H., M. Hum.
The Board of Directors
President Director : Michael
Director : Kartika Hendrawan
Ruddy Santoso
Meinar Kusumastuti
Iman Darus Hikhman
Members of the Board of Commissioners who attended online via the eASY.KSEI application
Commissioner : Prof. Ginandjar Kartasasmita
Jenderal Pol (Purn) Drs. Sutanto
Based on Financial Services Authority Regulation No.15/POJK.04/2020 concerning the Planning and Implementation of General
Meetings of Shareholders of Public Companies and the Company's Articles of Association, a Meeting may be held if the Meeting is
attended and/or represented by shareholders representing at least:
a. Extraordinary General Meeting of Shareholders: if the meeting is attended and/or represented by shareholders representing
at least 2/3 (two-thirds) of the total number of shares with valid voting rights, as stipulated in Article 26 paragraph 1.a of the
Company's Articles of Association.
b. Annual General Meeting of Shareholders: if the meeting is attended and/or represented by shareholders representing more
than 1/2 (one-half) of the total number of shares with valid voting rights, as stipulated in Article 23 paragraph 2.a of the
Company's Articles of Association.
The meeting was attended by shareholders or their proxies, who were present in person or through the eASY.KSEI application or
who gave power of attorney to PT Datindo Entrycom (Securities Administration Bureau) from a total of 10,086,050,000 shares in
accordance with the Shareholders List (DPS) on 26 March 2025, as follows:
a. Extraordinary General Meeting of Shareholders: a total of 7,487,652,370 shares or 74.24%.
b. Annual General Meeting of Shareholders: a total of 7,487,642,470 share or 74.24%.
Therefore, the provisions regarding the quorum the Meeting attendance was fulfilled, and the Meeting was valid and could make
legal and binding resolutions.
The Agenda for the Extraordinary General Meeting of Shareholders (EGMS)
1. Approval of the Change of the Company's Domicile.
2. Adjustment of Article 3 of the Company's Articles of Association regarding the Objectives and Business Activities of the
Company in accordance with Regulation No. IX.J.1 on the Main Provisions of the Articles of Association of Companies
Conducting Public Offerings of Equity Securities and Public Companies
The Agenda for the Annual General Meeting of Shareholders (AGMS)
1. Submission and approval of the annual report and accountability report of the Board of Directors and report on the
supervisory duties of the Board of Commissioners for the financial year ending 31 December 2024 (“Fiscal Year 2024”)
2. Submission and ratification of the Company's consolidated financial statements for the 2024 Fiscal Year.
1
Page 2
3. Approval of the use of the Company's net profit for Fiscal Year 2024.
4. Appointment of a Public Accountant and/or Public Accounting Firm to audit the Company's consolidated financial
statements for the financial year ending 31 December 2025
5. Approval of changes in the composition of the Company's Board of Commissioners and/or Board of Directors
6. Determination of remuneration for members of the Company's Board of Commissioners and Board of Directors for 2025
7. Report on the Realization of the Use of Funds from the Public Offering of Shelf Bonds I Phase I of 2024 and Shelf Sukuk
Ijarah I Phase I of 2024
The Elaboration of the Meeting’s Code of Conduct and Current Condition of the Company
The principles of the Meeting’s code of conduct have been read prior to discussing the agenda of the Meeting, and the chairman
of the Meeting has also conveyed the latest general conditions of the Company and provided information regarding the decision-
making mechanism as well as procedures for exercising shareholder rights to inquire questions and submit opinions.
The Opportunity for Questions and Answers During the Meeting
For each agenda of the Meeting, the Chairman of the Meeting gave an opportunity to the Company’s shareholders and/or their
proxy who physically attended to raise a question and/or give an opinion regarding the agenda of the Meeting, which was
discussed.
The questions, which was raised by the shareholders and/or its valid proxy during the Meeting and were noted by the Notary in
the Company’s Minutes of Meeting:
Agenda of the Extraordinary Agenda 1 No question being raised
General Meeting of Agenda 2 No question being raised
Shareholders
Agenda of the Annual General Agenda 1 1
Meeting of Shareholders Agenda 2 No question being raised
Agenda 3 No question being raised
Agenda 4 No question being raised
Agenda 5 No question being raised
Agenda 6 No question being raised
.
Decision Making Mechanism
All decisions were made based on deliberation to reach consensus and in the event the deliberation did not reach consensus,
therefore the decision was taken by voting. The decision was taken by voting which was conveyed by the shareholders through: (i)
the Electronic General Meeting System KSEI or eASY.KSEI in https://akses.ksei.co.id which was provided by PT Kustodian Sentral
Efek Indonesia; (ii) granting of power of attorney to the Company's Securities Administration Bureau, namely PT Datindo
Entrycom; as well as (iii) who are physically present at the Meeting.
Independent Party for Vote Counting
The Company appointed independent parties, namely Notary Shanti Indah Lestari, S.H., M.Kn. and PT Datindo Entrycom in
conducting counting and/or voting validation.
MEETING RESOLUTIONS
I. The Agenda of EGMS
I.1. First Agenda
Approval of the Change of the Company's Domicile.
Total Shares Represented at the Meeting
7,487,652,370 shares or 74.24%
Disagree Agree Agree Total Agree Vote
15,340,200 shares or 12,393,900 shares or 7,459,918,270 shares or 7,472,312,170 shares or
0.20% 0.16% 99.63% 99.79%
Resolution:
1. Approve the Change to Article 1 paragraph 1 of the Company's Articles of Association regarding the change in the
Company's Domicile, originally from South Tangerang to West Jakarta, so that Article 1 paragraph (1) of the Company's
Articles of Association reads as follows:
(1) This Limited Liability Company is named "PT PETROSEA Tbk" (hereinafter in the articles of association simply
abbreviated as "Company"), domiciled in West Jakarta.
2
Page 3
I.2. Second Agenda
Adjustment of Article 3 of the Company's Articles of Association regarding the Objectives and Business Activities of the
Company in accordance with Regulation No. IX.J.1 on the Main Provisions of the Articles of Association of Companies
Conducting Public Offerings of Equity Securities and Public Companies.
Total Shares Represented at the Meeting
7,487,652,370 shares or 74.24%
Disagree Agree Agree Total Agree Vote
15,339,700 shares or 12,392,400 shares or 7,459,920,270 shares or 7,472,312,670 shares or
0.20% 0.16% 99.63% 99.79%
Resolution:
1. Approve the adjustment and restatement of the provisions in Article 3 of the Company's Articles of Association in order
to comply with the provisions of Regulation No. IX.J.1.
To grant the authority and power with the right of substitution to the Company's Board of Directors to take all actions in
connection with the decisions of this Extraordinary GMS, including but not limited to making or requesting to be made and
signing all deeds in connection with the decisions of the Extraordinary GMS
II. The Agenda of AGMS
II. 1. First Agenda
Submission and approval of the annual report and accountability report of the Board of Directors and report on the
supervisory duties of the Board of Commissioners for the financial year ending 31 December 2024 (“Fiscal Year 2024”)
Total Shares Represented at the Meeting
7,487,642,470 shares or 74.24%
Disagree Agree Agree Total Agree Vote
None 12.467.400 saham atau 7.475.175.070 saham atau 7.487.642.470 saham
0,17% 99,83% atau 100%
Resolution of the First Agenda:
1. To approve the annual report and accountability report of the Board of Directors and the supervisory report of the
Board of Commissioners regarding the running of the Company and the administration of the Company for the financial
year ending 31 December 2024 (hereinafter referred to as "Fiscal Year 2024")
II. 2. Second Agenda
Submission and ratification of the Company's consolidated financial statements for the 2024 Fiscal Year.
Total Shares Represented at the Meeting
7,487,642,470 shares or 74.24%
Agree Agree Agree Agree
None 12,467,400 shares or 0.17% 7,475,175,070 shares or 7,487,642,470 shares or
99.83% 100%
Resolution of the Second Agenda
1. To ratify the Company's consolidated financial statements for the 2024 Financial Year, which have been audited by the
Public Accounting Firm Liana Ramon Xenia & Rekan with a fair opinion in all material respects as described in Report No.
00030/2.1460/AU.1/02/1428-3/1/II/2025 dated 28 February 2025
2. To grant full release (acquit et de charge) to the Company's Board of Commissioners for their supervisory duties, and the
Company's Board of Directors for their management duties, in 2024, as long as these actions are reflected in the
Company's Financial Statements for the Fiscal Year 2024
II. 3. Third Agenda
Approval of the use of the Company's net profit for Fiscal Year 2024.
3
Page 4
Total Shares Represented at the Meeting
7,487,642,470 shares or 74.24%
Disagree Agree Agree Total Agree Vote
500 shares or 0.00% 12,467,400 shares or 7,475,174,570 shares or 7,487,641,970 shares or
0.17% 99.83% 99.99%
Resolution of the Third Agenda
1. To approve the determination of the use of profits for cash dividends of US$10,000,000 or US$0.00099147 per share at
an exchange rate based on the middle rate set by Bank Indonesia on 2 May 2025 or the Recording Date, for
10,086,050,000 shares in circulation, originating from:
- US$9,699,000 of profit attributable to owners of the parent entity for the 2024 financial year
- US$301,000 of retained earnings
2. The dividend distribution schedule is as follows:
• End of the trading period which still contains Dividend or Cum Dividend rights, are:
- Regular & Negotiation Markets on 29 April 2025
- Cash Market on 2 May 2025
• The beginning of the trading period without Dividend or Ex Dividend rights, is:
- Regular & Negotiation Markets on 30 April 2025
- Cash Market on 5 May 2025
• Determination of the list of shareholders who are entitled to cash dividends or Recording Date is 2 May 2025
• Date of Payment or Distribution of Dividend on 22 May 2025
3. To grant authority to the Board of Directors to determine the procedures for dividend distribution and all actions
required for this purpose, taking into account applicable laws and regulations, particularly in the fields of capital
markets and taxation
II. 4. Forth Agenda
Appointment of a Public Accountant and/or Public Accounting Firm to audit the Company's consolidated financial statements
for the financial year ending 31 December 2025.
Total Shares Represented at the Meeting
7,487,642,470 shares or 74.24%
Disagree Agree Agree Total Agree Vote
None 12,467,400 shares or 0.17% 7,475,175,070 shares or 7,487,642,470 shares or
99.83% 100%
Resolution of the Forth Agenda
1. To approve the appointment of Public Accountant Kasman and Public Accountant Firm Liana Ramon Xenia & Rekan to
provide audit services for the consolidated financial statements of PT Petrosea Tbk and subsidiaries for the year ended
31 December 2025
2. Recommend the delegation of authority to the Company's Board of Commissioners to determine the amount of audit
service fees, additional scope of work required and other reasonable requirements for the Public Accounting Firm
3. To grant authority and power to the Company's Board of Commissioners to appoint a replacement Public Accounting
Firm and/or Public Accountant if for any reason whatsoever the appointed Public Accounting Firm and/or Public
Accountant cannot complete the audit of the consolidated financial statements of PT Petrosea Tbk and its subsidiaries
as of 31 December 2025
II. 5. Fifth Agenda
Approval of changes in the composition of the Company's Board of Commissioners and/or Board of Directors
Total Shares Represented at the Meeting
7,487,642,470 shares or 74.24%
Disagree Agree Agree Total Agree Vote
15,340,400 shares or 12,467,200 shares or 0.17% 7,459,834,870 shares or 7,472,302,070 shares or
0.20% 99.63% 94.80%
Resolution of the Fifth Agenda
1. Approved to reappoint the following names whose terms of office ended at the closing of the Meeting, namely:
• Osman Sitorus as President Commissioner concurrently serving as Independent Commissioner
• Djauhar Maulidi as Commissioner
• General Pol (Ret.) Drs. Sutanto as Commissioner
• Dr. Setia Untung Arimuladi S.H., M.Hum., as Independent Commissioner
• Ruddy Santoso as Director
4
Page 5
Effective as of the closing date of this Meeting by following the term of office of the Directors and Board of
Commissioners appointed based on the Extraordinary General Meeting of Shareholders on December 4, 2023, namely
until the closing of the Company's Annual General Meeting of Shareholders held in 2026, without reducing the rights of
the General Meeting of Shareholders to be able to dismiss members of the Board of Commissioners and Board of
Directors of the Company at any time
2. Thus, the composition of the Company's Board of Commissioners and Board of Directors remains as follows:
Board of Commissioners
President Commissioner : Osman Sitorus (concurrently Independent Commissioner)
Commissioner : Prof. Ginandjar Kartasasmita
Commissioner : Djauhar Maulidi S.E., M.B.A.
Commissioner : Erwin Ciputra
Commissioner : Jenderal Pol (Purn.) Drs. Sutanto
Commissioner : Dr. Setia Untung Arimuladi S.H., M.Hum (Independen)
Board of Directors
President Director : Michael
Director : Kartika Hendrawan
Director : Ruddy Santoso
Director : Meinar Kusumastuti
Director : Iman Darus Hikhman
Each for a term of office until the closing of the Company's Annual General Meeting of Shareholders in 2026, without
reducing the rights of the General Meeting of Shareholders to dismiss members of the Board of Commissioners at any
time
II. 6. Sixth Agenda
Determination of remuneration for members of the Company's Board of Commissioners and Board of Directors for 2025
Total Shares Represented at the Meeting
7,487,642,470 shares or 74.24%
Disagree Agree Agree Total Agree Vote
2,000 shares or 0.00% 12,467,200 shares or 7,475,173,270 shares or 7,487,640,470 shares or
0.17% 99.83% 99.99%
Resolution of the Sixth Agenda
1. To grant authority to the Board of Commissioners to determine the amount of remuneration for members of the
Company's Board of Directors for the 2025 financial year by taking into account the recommendations of the
Nomination & Remuneration Committee
2. To approve the determination of the amount of remuneration for the Company's Board of Commissioners to be the
same as in 2024, or adjustments will be made if necessary in accordance with the recommendations of the Nomination
& Remuneration Committee to be further determined by the Board of Commissioners
II. 7. Seventh Agenda
Due to this agenda item for the AGMS is a fulfillment of the provisions stipulated in Article 6 and Article 7 of POJK No.
30/POJK.04/2015 concerning the Report on the Realization of the Use of Proceeds from Public Offerings and is only a report,
this agenda item does not require shareholder approval
To grant authority and power with the right of substitution to the Company's Board of Directors to take all actions in connection
with the decisions of this AGMS, including but not limited to making or requesting the making and signing of all deeds in
connection with the decisions of this AGMS.
--------------------------------------------------------------------------------------------------------
SCHEDULE & PROCEDURES FOR DISTRIBUTION OF CASH DIVIDEND
Furthermore, in accordance with the decision of the third agenda item of the AGMS as mentioned above, the Meeting has
decided to approve the determination of the use of profits for cash dividends of US$10,000,000 or US$0.00099147 at an
exchange rate based on the middle rate set by Bank Indonesia on May 2, 2025 or the Recording Date, for 10,086,050,000 shares
in circulation, originating from:
- US$9,699,000 of profit attributable to owners of the parent entity for fiscal year 2024
- US$301,000 of retained earnings
5
Page 6
Therefore, we hereby notify the schedule & procedures for distributing cash dividends as follows:
Cash Dividend Distribution Schedule
No. Remarks Date
1. Last Date Of The Trading Period With Dividend Rights (Cum Dividends)
• Regular and Negotiation Markets 29 April 2025
• Cash Market 2 May 2025
2. First Date Of The Trading Period Without Dividend Rights (Ex Dividends)
• Regular and Negotiation Markets 30 April 2025
• Cash Market 5 May 2025
3. The Shareholders List who entitled to receive Dividend (Recording Date) 2 May 2025
4. Dividend Payment Date 22 May 2025
Procedure for Distribution of Cash Dividends
1. Cash dividends will be distributed to the Company's shareholders whose names are registered in the Register of
Shareholders ("DPS") or recording date on 2 May 2025 and/or Shareholders of the company in the securities account at
PT Kustodian Sentral Efek Indonesia ("KSEI") at the closing trading on the Indonesia Stock Exchange on 2 May 2025.
2. For the Company's shareholders whose shares are placed in KSEI's collective custody, cash dividend payments will be made
through KSEI and will be distributed on 22 May 2025 to the Customer Fund Account (RDN) at the Securities Company and or
Custodian Bank where the Shareholders open a securities account. Whereas for the Company's shareholders whose shares
are not included in KSEI's collective custody, cash dividend payments will be transferred to the account of the Company's
shareholders. For this reason, the shareholders are required to inform the bank account number to PT Datindo Entrycom,
(BAE) with the address Jl. Hayam Wuruk No. 28, Jakarta 10120, Tel. 021 3508077, email: sc@datindo.com no later than
2 May 2025 at 15.00 WIB. If by 2 May 2025 the shareholder has not notified the bank account number to the BAE, the
dividend will be transferred by the Company after the BAE receives the bank account number from the shareholder.
3. The Cash Dividend will be taxed in accordance with the applicable tax laws and regulations.
4. Based on the applicable tax laws and regulations, the cash dividend will be excluded from the tax object if it is received by
domestic corporate taxpayer shareholders (“WP Badan DN”) and the Company does not withhold income tax on cash
dividends paid to WP Badan DN. the. Cash dividends received by domestic individual taxpayer shareholders (“WPOP DN”)
will be excluded from the tax object as long as the dividends are invested in the territory of the Unitary State of the Republic
of Indonesia. For WPOP DN who do not comply with the investment conditions as mentioned above, the dividends received
by the person concerned will be subject to income tax ("PPh") in accordance with applicable laws and regulations, and the
PPh must be paid by the WPOP DN in accordance with the provisions of Government Regulation No. 9 of 2021 regarding the
Tax Treatment to Support Ease of Doing Business.
5. The Company's shareholders can obtain confirmation of dividend payments through a securities company and or custodian
bank where the Company's shareholders open a securities account, then the Company's shareholders are required to be
responsible for reporting the receipt of dividends referred to in tax reporting in the relevant tax year in accordance with
applicable tax laws and regulations. Apply.
6. For the Company's Shareholders who are Foreign Taxpayers whose tax deduction will use the rate based on the Agreement
on the Avoidance of Double Taxation ("P3B") must comply with the requirements of the Director General of Taxes Regulation
No. PER-25/PJ/2018 regarding the Procedures for Implementing Double Taxation Avoidance Agreements and submitting
DGT/SKD proof of receipt documents that have been uploaded to the Directorate General of Taxes website to KSEI or BAE PT
Datindo Entrycom by the deadline for submission in accordance with KSEI rules and regulations, without the aforementioned
documents, cash dividends paid will be subject to Income Tax Article 26 of 20%.
This summary is prepared in Indonesian and English languages. In the event that there is a difference in interpreting the
information notified in the Indonesian and English languages, the Indonesian language version must be used as a reference.
South Tangerang, 22 April 2025
The Board of Directors
PT Petrosea Tbk
6
Names mentioned 21 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Prof. Ginandjar Kartasasmita Jenderal Pol
p.1 ×2
unresolved
person
Drs. Sutanto Based
p.1
unresolved
org
Financial Services Authority
p.1
unresolved
org
PT Datindo Entrycom
p.1 ×5
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.2 ×3
unresolved
person
Notary Shanti Indah Lestari
p.2
unresolved
org
Public Accounting Firm Liana Ramon Xenia & Rekan
p.3
unresolved
org
Bank Indonesia
p.4 ×2
unresolved
org
Public Accountant Firm Liana Ramon Xenia & Rekan
p.4
unresolved
org
Indonesia Stock Exchange
p.6
unresolved
org
Directorate General of Taxes
p.6
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
Rule parser
Needs review
confidence 0.000
1087 ms
12 Sep 2026 22:52
no RUPS minutes content - likely misclassified