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20260605_MEDC_Ringkasan Risalah//Risalah RUPS_32097927_lamp3.pdf
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e PT MEDCO ENERGI INTERNASIONAL Tbk
ANNOUNCEMENT OF THE SUMMARY OF MINUTES OF MEETING
ANNUAL GENERAL MEETING OF SHAREHOLDERS (“MEETING”)
Hereby announced that the Annual of General Meeting of Shareholders of PT Medco Energi Internasional Tbk
(the “Company”) has been convened with the following details:
Date of the Meeting
Thursday, 4 June 2026.
Venue of the Meeting
Soehanna Hall, The Energy Building, 2nd Floor, SCBD Lot. 11A, Jl. Jend. Sudirman Kav. 52-53, Jakarta 12190
Timing of the Meeting
2.26 – 4.24 pm Western Indonesian Time.
The Board of Directors and the Board of Commissioners who attended the Meeting
Board of Commissioners
Mrs. Yani Y. Panigoro – President Commissioner
Mr. Yaser Raimi Panigoro – Commissioner
Mr. Marsillam Simandjuntak – Independent Commissioner
Board of Directors
Mr. Hilmi Panigoro – President Director
Mr. Roberto Lorato – Director
Mr. Anthony Robert Mathias – Director
Mr. Amri Siahaan – Director
Mr. Ronald Gunawan – Director
Advisor
Mr. Alwi Shihab
The attendance of the shareholders in the Meeting
The shareholders and/or their proxies who attended the Meeting were 21,369,095,825 (twenty one billion three
hundred sixty nine million ninety five thousand eight hundred twenty five) shares or representing 86.58% (eighty
six point five eight percent) of 25,136,231,252 (twenty five billion one hundred thirty six million two hundred thirty
one thousand two hundred fifty two) shares, which were all shares issued or paid up by the Company, after being
deducted by the treasury shares of the Company with the amount of 455,609,908 (four hundred fifty five million
six hundred nine thousand nine hundred eight) shares. Therefore, pursuant to the provisions regarding the
attendance quorum of the Meeting as stipulated in Article 86 paragraph (1), Article 88 paragraph (1) of Law No.
40 of 2007 on Limited Liability Companies as amended from time to time (the “Companies Law”), Article 41 of
Financial Services Authority (Otoritas Jasa Keuangan or “OJK”) Regulation No. 15/POJK.04/2020 on Planning
and Implementation of the General Meeting Shareholders of Public Company (“POJK 15”) and Article 22
paragraph 1, Article 25 paragraph 1 of the Company's Articles of Association have been fulfilled, thus the Meeting
can be proceeded and make valid decisions.
Providing Opportunities for Shareholders to Ask Questions and/or Give Opinions in Meetings
Shareholders or their proxies have been given the opportunity to ask questions, opinions, proposals and/or
suggestions either physically or electronically after discussing on each of the Meeting agenda, before voting is
carried out and these questions must be related to the current discussed Meeting agenda.
Number of Shareholders Asking Questions and/or Giving Opinions at the Meeting
In the aforementioned Meeting, there were some questions from the shareholders either physically and/or
electronically, namely:
For the agenda of the First Meeting, there are 2 shareholders, namely Ng Ke Liang as the owner of 11,813,500
shares and PT Selangkung Artha as the owner of 87,000,000 shares. For the agenda of the First Meeting, there
are 2 shareholders, namely Ng Ke Liang as the owner of 11,813,500 shares and PT Selangkung Artha as the
owner of 87,000,000 shares.
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Meanwhile, for the Second agenda item up to the Eighth agenda item, no shareholders or their proxies submitted
questions, opinions, proposals and/or suggestions.
Voting is conducted through physical and electronic mechanism.
Voting Mechanism of the Meeting
Decision making is carried out by means of deliberation for consensus, if there are shareholders or their proxies
who do not agree, then the decision will be taken by voting physically and electronically.
In accordance with the Article 47 of POJK 15, shareholders with voting rights who attend the Meeting but abstain
are deemed to have cast the same vote as the majority of shareholders who cast votes.
Result of the Voting for the Meeting’s Resolution
1. First Agenda
Agree Abstain Disagree
21,362,483,425 shares 303,544,727 shares 6,612,400 shares
First Agenda Resolution:
Receive and approve the report of Board of Directors and the report of the Board of Commissioners
regarding the Company’s activities that have been carried out for the financial year ending 31 December
31, 2025 as well as the ratification of the profit and loss balance (“Financial Statements”) for the financial
year ended December 31, 2025 which has been audited by the Public Accounting Firm Purwanto Susansi
dan Surja as evidenced from its letter No. 00450/2.1505/AU.1/02/06966/1/IV/2026 dated 1 April 2026, with
the opinion “FAIR WITHOUT EXCEPTIONS” and subsequently released (acquit et de charge) the
members of the Board of Directors and Board of Commissioners of the Company from their responsibilities
for the management and supervision of the Company during the relevant financial year.
2. Second Agenda
Agree Abstain Disagree
21,354,432,512 shares 297,804,581 shares 14,663,313 shares
Second Agenda Resolution:
1) To approve the utilization of the Net Profit that Attributed to the Shareholders of the Company for the
financial year ended 31 December 2025 with the amount of US$100,923,998 (one hundred million
nine hundred twenty-three thousand nine hundred ninety-eight United States Dollars) with the
following details:
• Distributed 86.20% of the net profit attributable to owners of the Company's parent entity in 2025
or in the amount of US$87,000,000 (eighty-seven million United States Dollar) as cash dividend
to all shareholders of the Company, whereas the amount of cash dividend distribution above must
take into account the interim dividend that has been distributed by the Company to shareholders
on 28 November 2025. Thus, with the distributed interim dividend to the Company's shareholders
in the amount of US$ 42,000,000 (forty two million United States Dollars) or equal to Rp28.4459
(twenty eight point four four five nine Rupiah) per share, then the final cash dividend that will be
distributed after obtaining the approval from this AGMS is equal to US$45,000,000 (forty-five
million United States Dollars), equivalent to approximately US$0.0018 (zero point zero zero one
eight United States Dollars) per share, or its Rupiah equivalent, which shall be determined based
on the Bank Indonesia middle exchange rate on the last date of share ownership entitlement for
the cash dividend as of the recording date, namely 18 June 2026, based on the Company's total
issued and paid-up capital (excluding treasury shares) of 24,680,621,344 (twenty-four billion six
hundred eighty million six hundred twenty-one thousand three hundred forty-four) shares.
• To record the remaining net profit of 2025 with the amount of US$13,923,998 (thirteen million nine
hundred twenty three thousand nine hundred ninety-eight United States Dollar), as Retained
Earnings.
2) To authorize the Board of Directors to do all necessary things for the cash dividend distribution to
each of the shareholders, including to announce in a daily newspaper the procedure and requirement
of the cash dividend payment as previously explained.
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3. Third Agenda
Agree Abstain Disagree
20,946,211,672 shares 299,804,781 shares 422,884,153 shares
Third Agenda Resolution:
1) Approved the appointment of Purwanto Susanti dan Surja Public Accounting Firm registered with the
OJK to audit the Balance Sheet, Profit and Loss Calculation and other parts of the Consolidated
Financial Statements of the Company and its Subsidiaries for the year ending on 31 December 2026.
2) Approved the Delegation of authority to the Board of Commissioners of the Company to:
a) Determine the fee amount of the Public Accountant.
b) Appoint a substitute Public Accountant office and determine the conditions and requirements for
the appointment of a substitute Public Accountant that is reasonable if the Public Accountant
appointed by this Meeting is unable to carry out or continue his duties for any reason, including
legal reasons and laws and regulations in the capital market or no agreement is reached
regarding the fee amount.
4. Fourth Agenda
Agree Abstain Disagree
19,636,127,263 shares 299,804,581 shares 1,732,968,562 shares
Fourth Agenda Resolution:
• To approve the honorary dismissal of Mr. Roberto Lorato and Mr. Anthory R. Mathias from their positions
as Directors of the Company, effective as of June 4, 2026, accompanied by an expression of gratitude
for their service during their tenure at the Company and granting full release and discharge (acquit et de
charge) from liability for their actions during their tenure at the Company up to the closing of this Meeting
on 4 June 2026.
• To approve the appointment of Mr. Benny Setiawan and Mr. Sanjeev Bansal as Directors of the Company,
effective as of the closing of this Meeting until the Annual General Meeting of Shareholders (AGMS) for
the financial year 2030 to be held in 2031, without prejudice to the right of the General Meeting of
Shareholders to dismiss them at any time.
• To approve the dismissal and reappointment of Mr. Hilmi Panigoro as President Director of the Company,
Mr. Ronald Gunawan and Mr. Amri Siahaan as Directors of the Company, effective as of the closing of
this Meeting until the Annual General Meeting of Shareholders for the financial year 2030 to be held in
2031, without prejudice to the right of the General Meeting of Shareholders to dismiss them at any time.
• To approve the appointment of Mr. Roberto Lorato and Mr. Royke Tumilaar as Commissioner of the
Company and Independent Commissioner of the Company, effective as of the closing of this Meeting
until the Annual General Meeting of Shareholders for the financial year 2030 to be held in 2031, without
prejudice to the right of the General Meeting of Shareholders to dismiss them at any time.
• To approve the reappointment of Mrs. Yani Y. Panigoro as President Commissioner, Mr. Yaser Raimi A.
Panigoro as Commissioner, and Mr. Marsillam Simandjuntak as Independent Commissioner of the
Company, effective from the adjournment of this Meeting until the Annual General Meeting of
Shareholders for financial year 2030 to be convened in 2031, without prejudice to the right of the General
Meeting of Shareholders to dismiss them at any time.
Therefore, the composition of the Board of Directors and the Board of Commissioners of the Company from
the adjournment of this Meeting until the Annual General Meeting of Shareholders for financial year 2030 to
be held in 2031, without prejudice to the right of the General Meeting of Shareholders to dismiss them at any
time, becomes as follows:
Board of Directors
Mr. Hilmi Panigoro – President Director
Mr. Ronald Gunawan – Director
Mr. Amri Siahaan – Director
Mr. Benny Setiawan – Director
Mr. Sanjeev Bansal – Director
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Board of Commissioners
Mrs. Yani Y. Panigoro – President Commissioner
Mr. Yaser Raimi Panigoro – Commissioner
Mr. Roberto Lorato – Commissioner
Mr. Marsillam Simandjuntak – Independent Commissioner
Mr. Royke Tumilaar – Independent Commissioner
• Granting authority to the Board of Commissioners to determine the policy on the distribution of
bonuses, salaries and allowances to each member of the Board of Commissioners and the Board of
Directors of the Company, including the determination of other forms of benefits to be given to the
Board of Directors of the Company.
Granting authority to the Board of Directors of the Company to prepare or cause to be prepared and
to sign the necessary deeds, letters, and documents, and subsequently to submit notification of the
resolution of this Agenda Item to the competent authorities, as well as to perform any and all
necessary actions in accordance with the prevailing laws and regulations, and for such purpose to
have the right to appear before a Notary Public or anyone deemed necessary, to provide and/or
request the required information, to prepare or cause to be prepared and to sign the deeds, letters,
and documents required in connection with the resolution of this Agenda item as mandated by the
competent authorities, in short, to take all actions deemed necessary and useful for the
aforementioned purposes, without any exception.
5. Fifth Agenda
Agree Abstain Disagree
20,946,183,192 shares 297,804,881 shares 422,912,633 shares
Fifth Agenda Resolution:
1) To approve the determination on remuneration of the Board of Commissioner and the Board of
Directors for the year 2026 (including tax) effective as of 1 January 2026 until 31 December 2026 at
the maximum of US$38.81 million (including shares based payment in the form of Management
Shares Award Program in the total of 37.436.700 shares) and ratify the payment of remuneration that
have been paid to the Board of Commissioner and Board of Directors from January 2026 to May
2026.
2) To delegate the authority to the Board of Commissioner in determining the policy to distribute
bonuses, salary and benefit to each member of the Board of Commissioners and the Board of
Directors including other forms of benefits for the Board of Directors.
6. Sixth Agenda
Agree Abstain Disagree
20,006,558,407 shares 297,804,681 shares 1,362,537,418 shares
Sixth Agenda Resolution:
1) To approve the implementation of the transfer of shares resulting from the share buyback under
significantly fluctuating market conditions through the implementation of a share ownership program
by employees and/or Directors and Board of Commissioners of the Company, Subsidiaries and
affiliated companies of the Company; and
2) To approve and authorize with substitution rights, either in part or in whole, to the Board of Directors
of the Company to carry out all necessary actions in connection with the re-transfer of shares resulting
from the buyback by implementing a share ownership program by employees and/or the Directors
and Board of Commissioners of the Company, the Company Subsidiaries and affiliated companies
of the company.
7. Seventh Agenda
Agree Abstain Disagree
20,981,221,575 shares 299,804,681 shares 387,874,250 shares
Seventh Agenda Resolution:
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1. To approve the amendment to Article 3 of the Company’s Articles of Association regarding the Company’s
purposes and objectives in order to adjust to the 2025 Indonesian Standard Industrial Classification
(Klasifikasi Baku Lapangan Usaha Indonesia or “KBLI”), specifically selecting KBLI 64210 (Activities of
Holding Companies) and KBLI 70209 (Other Management and Business Consulting Activities), as well
as to restate the Company's Articles of Association in their entirety.
2. To authorize the Company’s Board of Directors to amend and restate the provisions of the Company’s
Articles of Association, to prepare or cause to be prepared and to sign the necessary deeds, letters, and
documents, and subsequently to submit an application for approval and/or provide notice of the decisions
regarding this Agenda Item and/ or amendments to the Company’s Articles of Association as set forth in
this Agenda Item, to the competent authorities, and to take all and any necessary actions in accordance
with applicable laws and regulations; for such purposes, the Board of Directors is authorized to appear
before a Notary or any other person deemed necessary, to provide and/or request the necessary
information, to prepare or have prepared and to sign deeds, letters, and documents required, including
granting power of substitution to the Company’s Board of Directors to re-execute the deed of amendment
to the Company’s Articles of Association as required by the competent authority; in short, to take all
actions deemed necessary and useful for the aforementioned purposes, with no exceptions.
8. Eighth Agenda
Report to the shareholders regarding report of the realization and use of proceeds from the Bond Public
Offering.
The Eighth Agenda is only a report, therefore there is no voting.
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Timetable of Cash Dividend Distribution
A. Timetable of Cash Dividend Distribution
No. Description Date
1. Meeting 4 June 2026
2. Announcement of the Meeting summary minutes of meeting and timetable 5 June 2026
and procedure of cash dividend distribution
3. Cum Regular and Negotiated Market 15 June 2026
4. Ex Regular and Negotiated Market 17 June 2026
5. Cum Cash Market 18 June 2026
6. Ex Cash Market 19 June 2026
7. Recording Date for shareholders who are entitled for the cash dividend and 18 June 2026
the determination on the exchange rate of middle rate Bank Indonesia
(United States Dollar to Rupiah)
8. Announcement of exchange rate United States Dollar to Rupiah 19 June 2026
9. Cash dividend distribution 3 July 2026
B. Procedure of Cash Dividend Distribution:
1. Cash dividend will be distributed to the shareholders whose names are recorded in the Company's
Shareholders Register (Recording Date) on 18 June 2026 until 4 pm Western Indonesian Time.
2. For scripless shareholders who are Indonesian nationals or foreign nationals but domiciled in Indonesia, cash
dividend payments will be made in Rupiah, with a value equivalent to dividends paid in United States Dollars
(“US Dollars”) based on the middle exchange rate determined by Bank Indonesia on the recording date on
18 June 2026 and will be announced on 19 June 2026.
3. For the scripless shareholders who are foreign citizen or Indonesian citizen but domiciled outside Indonesia,
dividend payments will be made in US Dollars.
4. For the scripless shareholders registered in the Collective Custody at PT Kustodian Sentral Efek Indonesia
(“KSEI”), cash dividend payments will be made through KSEI and subsequently, KSEI will distribute to the
shareholders’ account at KSEI.
5. For the script shareholders, cash dividend payments in Rupiah are made through the Company's Share
Registrar, PT Sinartama Gunita. Cash dividend payments will be transferred to the shareholders' accounts,
based on accounts list registered in the Share Registrar.
6. The distribution of cash dividends is subject to the applicable tax based on the prevailing regulations which
the Company must withhold. Evidence of the withholding tax can be collected at the Share Registrar’s office.
7. Shareholders who are Domestic Taxpayers in the form of legal entities that have not included their Taxpayer
Identification Number (Nomor Pokok Wajib Pajak or “NPWP”) are requested to submit their NPWP to KSEI
or BAE no later than 18 June 2025 at 4 pm Western Indonesian Time. Without the inclusion of NPWP, cash
dividends paid to the Indonesian legal entities will be subject to income tax of 30% (thirty percent).
8. Withholding tax on dividends received in US Dollars will be imposed by converting the rate of cash dividends
into Rupiah using the prevailing exchange rate of the Minister of Finance on the recording date.
9. Shareholders who are Foreign Taxpayers, whose tax withholding will use a rate based on the Double Taxation
Avoidance Agreement (P3B), must comply with the requirements of Article 26 of Law No. 36 of 2008 on the
Fourth Amendment to Law No. 7 of 1983 on Income Tax and submitting a Certificate of Domicile to KSEI or
Share Registrar (as applicable), using the format as required in the Regulation of the Directorate General of
Taxes no. 61/PJ/2009 dated 5 November 2009 and in accordance with the prevailing regulations at KSEI as
stated in the Circular Letter No. SE-001/DIR-eks/0110 dated 11 January 2010, no later than 18 June 2026 at
4 pm Western Indonesian Time. Without the Certificate of Domicile with the agreed format, the cash dividends
paid will be subject to Article 26 Income Tax of 20% (twenty percent).
This announcement of the timetable and procedure of cash dividend distribution is an official notification from the
Company to the shareholders, and therefore, the Company does not issue a separate notification letter to
shareholders.
Jakarta, 5 June 2026
PT Medco Energi Internasional Tbk
Board of Directors
Names mentioned 22 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Alwi Shihab
p.1
unresolved
org
Financial Services Authority
p.1
unresolved
org
PT Selangkung Artha
p.1 ×2
unresolved
org
Bank Indonesia
p.2 ×3
unresolved
person
Anthory R. Mathias
p.3
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.6
unresolved
org
Minister of Finance
p.6
unresolved
org
Directorate General of Taxes
p.6
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