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20250324_PTRO_Pemanggilan RUPS_31870611_lamp3.pdf
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INVITATION
EXTRAORDINARY & ANNUAL GENERAL MEETING OF SHAREHOLDERS
(“Invitation”)
PT Petrosea Tbk
Domiciled in South Tangerang
The Board of Directors of PT Petrosea Tbk (the “Company”) hereby invites all the shareholders of the Company
to attend the Extraordinary General Meeting of Shareholders (“EGMS”) and the Annual General Meeting of
Shareholders (“AGMS”) which will be held on:
Day/Date : Monday, 21 April 2025
Time : 09.00 - finish
Venue : Indy Bintaro Office Park
Jl. Boulevard Bintaro, Sektor VII, Kav B7/A6
CBD Bintaro, Tangerang Selatan
As of now, in this Invitation the EGMS and AGMS are collectively referred to as the "Meeting".
The agenda for EGMS are as follows:
1. Approval of the Change of the Company's Domicile.
Explanation: Based on Article 19 in conjunction with Article 21 of Law No. 40 of 2007 on Limited Liability
Companies as amended by the Indonesian Government Regulation in Lieu of Law No. 2 of 2022 ("Company
Law"), as well as Article 26 of the Company's Articles of Association, any change to Article 1, paragraph 1
regarding the company's domicile must be determined in the Meeting. Therefore, the company submits
this agenda item for EGMS.
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.
Explanation: Based on Article 4 letter d of the Regulation of the Capital Market and Financial Institution
Supervisory Agency 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 main business activities and supporting
business activities must be described in detail and clearly in the Articles of Association. Therefore, the
company submits this agenda item for EGMS.
The agenda for the AGMS Meeting is as follows:
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”).
Explanation: Based on the provisions of article 66 to article 69 and article 78 UUPT as well as article 19 of
the Company's articles of association, the Company's annual report, the Company's Board of Directors
accountability report and the Company's Board of Commissioners' supervisory task report must obtain
approval from GMS. Therefore, the Company submits the agenda at AGMS.
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2. Submission and ratification of the Company's consolidated financial statements for the 2024 Fiscal Year.
Explanation: Pursuant to the provisions of article 68 and article 69 UUPT as well as article 19 of the
Company's articles of association, the financial statements contain the consolidated statements of financial
position and consolidated statements of profit and loss & other comprehensive income for the financial
year ending 31 December 2024, must obtain approval from GMS. Therefore, the Company submits the
agenda at AGMS.
3. Approval of the use of the Company's net profit for Fiscal Year 2024.
Explanation: Based on the provisions of article 70 and article 71 UUPT, as well as article 19 and article 24 of
the Company's articles of association, the use of the Company's net profit must obtain approval from GMS.
Therefore, the Company submits the agenda at AGMS.
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.
Explanation: Based on Article 3 of POJK No. 9 of 2023 regarding the Use of Public Accountant Services and
Public Accounting Firms in Financial Services Activities, as well as Article 19 of the Company's Articles of
Association, the Company proposes to approve the appointment of the Public Accounting Firm Liana Ramon
Xenia & Partners, a member of Deloitte Touche Tohmatsu Limited, and Kasman as Public Accountants, each
of whom is registered with the Financial Services Authority (OJK), to conduct an audit of the Company’s
consolidated financial statements for the fiscal year ending 31 December 2025. Therefore, the Company
submits this agenda item for approval at AGMS.
5. Approval of changes in the composition of the Company's Board of Commissioners and/or Board of
Directors.
Explanation: The agenda for this GMS includes approval for changes to the composition of the Board of
Commissioners and Board of Directors of the Company in accordance with the provisions of article 7 and
article 23 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, as well as articles 11 and 14 of the
Company's articles of association.
6. Determination of remuneration for members of the Company's Board of Commissioners and Board of
Directors for 2025.
Explanation: The agenda of this GMS includes approval of remuneration for members of the Company's
Board of Commissioners and Board of Directors in accordance with the provisions of article 96 paragraph 1
and article 113 UUPT, as well as article 11 paragraph 13 and article 14 paragraph 8 of the Company's articles
of association, which require approval from GMS. Therefore, the Company submits the agenda at AGMS.
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.
Explanation: This agenda item of the Annual General Meeting of Shareholders (AGMS) is in accordance with
the provisions outlined in Articles 6 and 7 of OJK Regulation No. 30/POJK.04/2015 regarding the Report on
the Realization of the Use of Funds from the Public Offering. The Company is obligated to report the
realization of the use of funds from the Public Offering at each AGMS until all funds raised from the public
offering have been fully utilized. This agenda item does not require shareholder approval.
Notes:
1. Shareholders who are entitled to attend or be represented at the Meeting are shareholders of the
Company whose names are registered in the Company’s share register on 26 March 2025 at 16:15 WIB.
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2. Shareholder participation in the Meeting can be done through the following mechanisms:
a. Attend the meeting physically;
b. Attend the Meeting electronically through the Electronic General Meeting System application
(“eASY.KSEI”) provided by PT Kustodian Sentral Efek Indonesia, or
c. Attend through power of attorney.
3. Shareholders who can attend electronically as mentioned in point 2 letter b are local individual
shareholders whose shares are kept in KSEI collective custody.
4. To use the eASY.KSEI application, shareholders can access the eASY.KSEI menu in the AKSes KSEI facility
(https://akses.ksei.co.id/).
5. Prior to determining their participation in the Meeting, shareholders who will attend or provide power of
attorney electronically must read the regulations conveyed through this invitation as well as other
regulations related to the Meeting based on the authority determined by the Company. Other regulations
can be viewed in the attached document from the Meeting Info feature of the eASY.KSEI application and/or
the Meeting invitation on the Company's website. The Company has the right to determine other
requirements in relation to the participation of shareholders or their proxies who will be physically present
at the Meeting.
6. If shareholders intend to attend the Meeting physically, please comply with the following procedures:
a. Entitled shareholders or proxies who will attend the Meeting are requested to submit a photocopy of
their identification card or other valid identification to the registration officer before entering the
Meeting room.
b. For shareholders in the form of legal entities, they must bring a photocopy of the articles of association
and deeds of appointment of members of the Board of Directors and Board of Commissioners or their
management that are current and effective in accordance with applicable regulations. Shareholders in
KSEI's collective custody are required to submit Written Confirmation for the GMS ("KTUR") to the
registration officer before entering the Meeting room.
7. If shareholders intend to attend the Meeting electronically via the eASY.KSEI application or by proxy, please
comply with the following procedures:
a. Power of attorney through the eASY.KSEI applications for scripless shareholders with the following
procedures:
i. Shareholders must first register in the KSEI Securities Ownership Reference facility (“AKSes KSEI”).
If the shareholder has not registered, please register via the website at https://akses.ksei.co.id/.
ii. Shareholders who have registered as a user of AKSes KSEI can give their proxies electronically
through eASY.KSEI by first logging into AKSes KSEI via the website https://akses.ksei.co.id/.
iii. The time for shareholders to declare his/her proxy and vote, amend the appointment of the
attorney and/or amend a vote for an agenda of the Meeting, or revoke the proxy, is from the date
of this Meeting invitation until no later than 1 (one) business day prior to the commencement of
the Meeting on 17 April 2025 at 12:00 WIB.
b. Power of attorney to PT Datindo Entrycom as the Securities Administration Bureau appointed by the
Company for script shareholders with the following procedures:
i. Shareholders can be represented by his/her proxy to attend in person without the eASY.KSEI
mechanism, in which shareholders can download the power of attorney form from our corporate
website at www.petrosea.com. The completed power of attorney form must be attached with
his/her identity card and sent to dm@datindo.com.
ii. The original power of attorney form must be directly conveyed with a registered letter to the
Company’s Securities Administration Bureau, PT Datindo Entrycom, which is located at Jl. Hayam
Wuruk No. 28, 2nd Floor, Jakarta 10120, telephone 021-3508077, facsimile 021-3508078 u.p. Data
Management Department (“BAE”), no later than 3 (three) business days prior to the date of the
commencement of the Meeting or 15 April 2025.
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8. To ensure the proper arrangement and orderliness of the Meeting, shareholders or their certified proxies
who will attend the Meeting physically are required to be present at the venue of the Meeting no later
than 30 (thirty) minutes prior to the commencement of the Meeting.
9. Shareholders who have arrived at the location but are unable to enter the meeting room due to limited
room capacity may still exercise their rights by attending the meeting electronically or by granting a power
of attorney (to attend and cast their votes on each agenda item of the meeting) to an independent party
designated by the Company (a representative of the Securities Administration Bureau - BAE) by completing
and signing the power of attorney form as referred to in point no. 7 above.
10. The Company will not send separate invitations to shareholders and therefore this Meeting invitation also
acts as an official invitation.
11. The Meeting materials are available on the Company's website at www.petrosea.com as of the date of this
Meeting invitation. The Company will not provide hard copies during the Meeting.
12. If there are changes and/or additional information regarding the procedures for conducting the Meeting
in connection with the latest conditions and developments that have not been submitted through this
Invitation, it will be announced on the Indonesia Stock Exchange Website, eASY.KSEI application and the
Company's website.
This invitation is prepared in Indonesian and English languages versions. In the event that there is a difference
in interpreting the information notified in the English and Indonesian languages, the Indonesian language must
be used as a reference.
South Tangerang, 27 March 2025
Board of Directors
PT Petrosea Tbk
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Names mentioned 7 people and organisations named in the text · linked when the evidence is strong
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org
Public Accounting Firm Liana Ramon Xenia & Partners
p.2
unresolved
org
Deloitte Touche Tohmatsu Limited
p.2
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Financial Services Authority
p.2 ×2
unresolved
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PT Kustodian Sentral Efek Indonesia
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PT Datindo Entrycom
p.3 ×2
unresolved
org
Indonesia Stock Exchange
p.4
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