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20250422_CUAN_Ringkasan Risalah//Risalah RUPS_31876974_lamp2.pdf
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NOTICE OF SUMMARY NOTICE OF MINUTES OF THE ANNUAL AND EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS
PT PETRINDO JAYA KREASI Tbk.
In connection with the holding of the Annual General Meeting of Shareholders ("AGMS") and the
Extraordinary General Meeting of Shareholders ("EGMS") (both hereinafter referred to as the
"Meeting") of PT Petrindo Jaya Kreasi Tbk. (the "Company"), the following is a summary of the
minutes of the Meeting:
A. Meeting
Day/Date : Monday, April 21, 2025
Venue : Wisma Barito Pacific I, Lt. M
Jl. Let. Jend. S. Parman Kav. 62-63, West Jakarta 11410
Time : 14.10 – 15.05 WIB
Agenda of the AGMS:
1. Approval of the Company's Financial Statements and Annual Report for the financial year
2024 and the Ratification of the Company's Consolidated Balance Sheet and Income
Calculation for the financial year ending December 31, 2024;
2. Submission and ratification of the Company's Consolidated Financial Statements for the
financial year 2024;
3. Approval of the use of the Company's net profit for the financial year 2024;
4. Appointment of a Public Accountant or Public Accounting Firm to audit the Company's
Financial Statements for the financial year ending December 31, 2025; and
5. Approval of the determining of remuneration and/or other benefits for members of the
Company's Board of Directors and Board of Commissioners.
Agenda of the EGMS:
1. Approval of amendments to the Board of Directors and Board of Commissioners of the
Company; and
2. Approval of the guarantee of most or all of the Company's assets and/or subsidiaries to
guarantee loans to be obtained by the Company and/or the Company's subsidiaries from
banks and/or other financial institutions.
B. Attendance of Shareholders, members of the Board of Commissioners and/or
members of the Board of Directors
1. The AGMS was attended by shareholders and/or their representative(s) who are
representing the total of 9.839.708.263 shares or 87,5271708% of the total number of
shares with valid voting rights that have been issued by the Company.
2. The EGMS was attended by shareholders and/or their representative(s) who are
representing the total of 9.839.699.763 shares or 87,5270952% of the total number of
shares with valid voting rights that have been issued by the Company.
3. The Meeting was also attended by members of the Company's Board of Directors and
Board of Commissioners, as follows:
- President Director :Michael
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- Director : Daniel Laurente
- Director : Diana Arsiyanti
- Director : Kartika Hendrawan
- Commissioner (Independent) : Henky Susanto
C. Meeting Mechanism and Voting Results
Following explanation on Agenda of the Meeting, the shareholders are given the opportunity
to raise questions or provide feedbacks. Following such questions and/or feedback from the
shareholders, the resolution was taken by way of deliberation to reach a consensus, if way
of deliberation for consensus cannot be reached, then the vote was taken.
There are no shareholder whom raised a question at the Meeting.
The voting results on Agenda of the AGMS are as follows:
Agenda Number of Votes Validly Cast in a Meeting
AGMS Agree Abstain Disagree
1 9.838.234.163 2.100 1.472.000
(99,9850189%) (0,0000213%) (0,0149598%)
2 9.838.242.063 2.100 1.464.100
(99,9850992%) (0,0000213%) (0,0148795%)
3 9.839.706.163 2.100 -
(99,9999787%) (0,0000213%)
4 9.836.570.879 2.100 3.135.284
99,9681151% (0,0000213%) (0,0318636%)
5 9.839.699.363 8.200 700
(99,9999096%) (0,0000833%) (0,0000071%)
The voting results on Agenda of the EGMS are as follows:
Agenda Number of Votes Validly Cast in a Meeting
EGMS Agree Abstain Disagree
1 9.759.071.272 4.700 80.623.791
(99,1805798%) (0,0000478%) (0,8193725%)
2 9.759.071.272 4.300 80.624.191
(99,1805798%) (0,0000437%) (0,8193765%)
In accordance with the Regulation of the Financial Services Authority (OJK)
No.15/POJK.04/2020 dated 20 April 2020 regarding the Planning and Implementation of
General Meeting of Shareholders for Public Companies (“POJK15/2020”) Article 47,
shareholders with valid voting rights who attend the Meeting but abstain (do not cast a vote)
are considered to be given the same vote as the majority of the shareholders who voted.
Therefore, the total agreed votes in each Agenda of the Meeting are as follows:
Agenda of the AGMS
1. First Agenda : 9.838.236.263 (99,9850402%)
2. Second Agenda : 9.838.244.163 (99,9851205%)
3. Third Agenda : 9.839.708.263 (100%)
4. Fourth Agenda : 9.836.572.979 (99,9681364%)
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5. Fifth Agenda : 9.839.707.563 (99,9999929%)
Agenda of EGMS
1. First Agenda : 9.759.075.972 (99,1806275%)
2. Second Agenda : 9.759.075.572 (99,1806235%)
D. Meeting Results
The results of the AGMS are as follows:
▪ Agenda of the First AGMS:
1. Approving the Company's Financial Statements and Annual Report for the financial
year 2024 and the Ratify the Company's Consolidated Profit and Loss Calculation for
the financial year ending December 31, 2024; and
2. Granting the release and discharge (Volledig acquit et decharge) to the Company's
Board of Directors for their respective management and to the Company’s Board of
Commissioners for their supervisory actions during financial year 2024, to the extent
that such actions are reflected in the Annual Report and do not violate any applicable
laws and regulations.
▪ Agenda of the Second AGMS:
Approving the submission and ratification of the Company's Consolidated Financial
Statements for the financial year 2024.
▪ Agenda of the Third AGMS:
1. Approving the use of the Company’s net income for the financial year 2024
attributable to the parent entities, amounting of USD 160.79 million, as follows:
a. Amount of USD 1.6 million or equivalent to 1% of the net profit for the financial
year 2024 that can be attributed to the parent entities to be set aside as a
reserve, in accordance with Article 70 paragraph 1 of the Law No. 40 of 2007
regarding Limited Liability Companies;
b. Amount of USD 2 million or USD 0.00017791 per share equivalent to 1.2% of
the net profit for the financial year 2024 attributable to the parent entities will
be paid as cash dividends to the Company's Shareholders at an exchange rate
based on the Jakarta Interbank Spot Dollar Rate (JISDOR) exchange rate by
Bank Indonesia on May 2, 2025 (recording date); and
c. the remaining amount of USD 157.2 million or equivalent to 97.8% of the net
profit for the financial year 2024 attributable to the parent entities as retained
earnings for a fund to the Company's business activities.
2. The dividend distribution schedule is as follows:
a. Last date of the trading period with dividend rights (Cum Dividend):
- regular and negotiation markets, on April 29, 2025;
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- cash market, on May 2, 2025.
b. First date of the trading period without dividend rights (Ex Dividend):
- regular and negotiation markets, on April 30, 2025;
- cash market, on May 5, 2025.
c. The Shareholders List who are entitled to receive (recording date) is on May 2,
2025; and
d. The date of dividend payment, which is May 22, 2025.
3. Granting the Board of Directors to determine the procedures for distributing
dividends and all actions necessary for this purpose by taking into account the
applicable laws and regulations, especially in the capital market and taxation.
▪ Agenda of the Fourth AGMS:
1. Delegating the authority to the Company's Board of Commissioners to appoint a
Public Accountant/Independent Public Accountant Firm who will audit the
Company's Financial Statements for the financial year of December 31, 2025,
provided that such appointed Public Accountant/Independent Public Accountant
Firm is recorded and registered at the Ministry of Finance of the Republic of
Indonesia and OJK; and
2. Approving and delegating authority to the Company’s Board of Commissioners to
determine the honorarium and other requirements as may be applicable for the
appointment the Public Accounting Firm, and to appoint a replacement of
Accountant from the same Public Accounting Firm if for whatever reasons, the
appointed Accountant cannot complete the Company’s financial statement.
▪ Agenda of the Fifth AGMS:
1. Approving the determination of remuneration and/or other allowances for all
members of the Company's Board of Commissioners including Independent
Commissioners for the financial year 2025, starting from the closing of this Meeting
and subsequent the Meeting to delegate authority to the President Commissioner of
the Company to determine the amount of remuneration and/or other allowances for
each member of the Company's Board of Commissioners, based on the
recommendation of the Nomination and Remuneration Committee; and
2. Approving to delegate authority to the Company’s Board of Commissioners to
determine remuneration and/or other allowances for each member of the Company's
Board of Directors based on the recommendation of the Nomination and
Remuneration Committee.
Whereas, the resolutions of the EGMS are as follows:
▪ Agenda of the First EGMS:
1. Approving the appointment of Mr. Baritono Prajogo Pangestu as Commissioner of
the Company and Mr. Lim Hendra Gunawan as Director of the Company with a
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term of office from the closing of this Meeting until the close of the Annual General
Meeting of Shareholders for the year 2027.
In relation with the decision, as of the closing of this Meeting, the composition of the
members of the Company’s Board of Commissioners and the Board of Directors is
as follows:
Board of Commissioners:
President Commissioner : Erwin Ciputra
Commissioner : Baritono Prajogo Pangestu
Independent Commissioner : Henky Susanto
Board of Directors:
President Director : Michael
Director : Daniel Laurente
Director : Diana Arsiyanti
Director : Kartika Hendrawan
Director : Lim Hendra Gunawan
2. Approving the granting of authorization and power with substitution rights to each
member of the Company’s Board of Directors to declare the decision to change the
composition of the Company’s Board of Directors and the Board of Commissioners
as decided in the First Agenda of EGMS in a separate notarial deed, to notify the
change in the composition of the Company's management to the Minister of Law
and Human Rights of the Republic of Indonesia and register it in the Company
Register in compliance with the provisions of applicable laws and regulations.
▪ Agenda of the Second EGMS:
1. Approving to guarantee most or all of the Company's assets and/or the Company's
subsidiaries to guarantee loans to be obtained by the Company and/or the
Company's subsidiaries from third party banks and/or other financial institutions for
the benefit of the Company and/or the Company’s subsidiaries, in one or more
transactions, whether related to each other or not, in compliance with the provisions
of the applicable laws and regulations;
2. Approving the granting of authorization to the Company’s Board of Directors with
substitution rights to take all necessary actions for the guarantee, including but not
limited to determining the third-party bank or non-bank financial institution that will
be the creditor receiving the guarantee, drafting or requesting the drafting of all
necessary deeds, letters, or required documents, appearing before the
party/authorized official including Notary/PPAT, submitting an application to the
party/authorized official, reporting and/or registering to the party/authorized official,
without any exceptions; and
3. Approving the granting of authorization to the Company’s Board of Directors with
substitution rights, to state the resolutions of the Meeting in a notarial deed and to
take all actions in respect to the decisions on the Agenda of this Meeting.
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This Notice on the Summary of Minutes of Meeting is announced in compliance with the provision
of Article 51 of POJK 15/2020.
Jakarta, April 22nd, 2025
PT Petrindo Jaya Kreasi Tbk.
Board of Directors
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Names mentioned 11 people and organisations named in the text · linked when the evidence is strong
unresolved
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Financial Services Authority
p.2
unresolved
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Bank Indonesia
p.3
unresolved
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Ministry of Finance
p.4
unresolved
org
Minister of Law and Human Rights
p.5
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