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20260525_PGAS_Ringkasan Risalah//Risalah RUPS_32094775_lamp3.pdf
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Page 1
ANNOUNCEMENT OF MEETING SUMMARY OF THE
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT PERUSAHAAN GAS NEGARA (PERSERO) Tbk
In order to comply with the provisions of Article 49 of the Financial Service Authority Regulation No. 15/POJK.04/2020 regarding
the Plan and Implementation of General Meeting of Shareholders for an Issuer or Public Company, Board of Directors of
PT Perusahaan Gas Negara (Persero) Tbk (the “Company”) hereby announces Minutes Summary of the Annual General Meeting
of Shareholders of the Company held on May 22nd, 2026 at 14:39 WIB at Auditorium Graha PGAS, Lantai 2, Jalan K.H.
Zainul Arifin Number 20, Jakarta Barat, 11140 (the “Meeting”), as follows:
Members of Board of Directors and Board of Commissioners who attended the Meeting:
President Director : Arief Kurnia Risdianto
Director of Finance : Catur Dermawan
Director of Commercial : Aldiansyah Idham
Director of Infrastructure dan Technology : Hery Murahmanta
Director of Risk Management : Eri Surya Kelana
Director of HR and Business Support : Rachmat Hutama
President Commissioner concurrently serving as : Tony Setia Boedi Hoesodo
Independent Commissioner
Commissioner : Rambe Kamarul Zaman
Commissioner : Thanon Aria Dewangga
Commissioner : Edward Omar Sharif Hiariej
Independent Commissioner : Conny Lolyta Rumondor
The Meeting was represented by 19.838.458.348 of shares including Series A Dwiwarna Shares, with legal vote rights or equal to
81,8367330% of total shares with legal vote rights which have been issued by the Company.
Rules of the Meeting:
• The Meeting was chaired by the President Commissioner concurrently serving as Independent Commissioner based on the
letter of appointment of the Board of Commissioners No. Kep-09/D-KOM/2026 dated April 21st, 2026.
• In any discussion of the agenda of the Meeting, the Shareholders are given the opportunity to ask questions in accordance
with the agenda of the Meeting.
• The mechanism of decision making in the Meeting was adopted in a mutual deliberation basis for consensus. In case a mutual
deliberation for consensus failed to reach a decision, the resolutions of the Meeting were adopted by voting.
The Company has appointed the independent parties namely Securities Administration Bureau PT Datindo Entrycom and
Notary Office of Ir. Nanette Cahyanie Handari Adi Warsito, S.H. to count and/or validate the votes of the Meeting.
The Meeting Resolutions are as follows:
First Agenda Approval of the Company’s Annual Report and ratification of the Company’s Consolidated Financial
Statements, approval of the Board of Commissioners’ Supervisory Report, and ratification of the
Financial Statements of the Micro and Small Business Funding Program (“PUMK”) for Fiscal Year
2025, as well as the granting of full release and discharge (volledig acquit et de charge) to the Board
of Directors for their management actions and to the Board of Commissioners for their supervisory
actions performed during Fiscal Year 2025
Number of Shareholders There was no question from Shareholder. But there was a response from BP BUMN as the holder of
who Ask Questions/ the Series A Dwiwarna Share in accordance with Letter Number S-67BP/Wk1/05/2026 dated May
Express Opinions 21st 2026 regarding the Response to the Performance Achievement Report of PT Perusahaan Gas
Negara (Persero) Tbk for Fiscal Year 2025.
The result of the decision Affirmative Votes Abstain Votes Disapproving Votes
making
19.353.546.886 votes 372.097.496 votes 112.813.966 votes
(97,5556999%) (1,8756372%) (0,5686630%)
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Resolution 1. Approved the Company’s Annual Report, including the Supervisory Duties Report of the
Company’s Board of Commissioners, for Fiscal Year 2025 ended on December 31st 2025.
2. Ratified:
a. the Company’s Consolidated Financial Statements for Fiscal Year 2025 ended on
December 31st, 2025, which has been audited by the Public Accounting Firm Purwanto,
Susanti, and Surja pursuant to Report Number 00105/2.1505/AU.1/02/1726-4/1/III/2026
dated March 4th, 2026, with the opinion "fairly, in all material respects"; and
b. the Financial Statements of the Micro and Small Business Funding Program ("PUMK") for
Fiscal Year 2025 ended on December 31st, 2025, which has been audited by the Public
Accounting Firm Purwanto, Susanti, and Surja pursuant to Report Number
00452/2.1505/AU.2/10/1726-4/1/III/2026 dated March 31st, 2026, with the opinion
"fairly, in all material respects".
3. With the approval of the Company’s Annual Report, including the Supervisory Duties Report of
the Board of Commissioners, and the ratification of the Company’s Consolidated Financial
Statements as well as the Financial Statements of the PUMK Program, all for Fiscal Year 2025
ended on December 31st 2025, the GMS hereby granted full release and discharge (volledig
acquit et de charge) to all members of the Board of Directors for their management actions of
the Company and to all members of the Board of Commissioners for their supervisory actions
of the Company that have been carried out during Fiscal Year 2025 ended on December 31st,
2025, as long as such actions do not constitute criminal acts and have been reflected in the
aforementioned reports.
Second Agenda Approval of the Appropriation of the Company’s Net Profit for Fiscal Year 2025.
Number of Shareholders
who Ask Questions/ There was one (1) question from Shareholder.
Express Opinions
The result of the decision Affirmative Votes Abstain Votes Disapproving Votes
making
19.588.187.262 votes 233.551.846 votes 16.719.240 votes
(98,7384550%) (1,1772681%) (0,0842769%)
Resolution Approved and determined the appropriation of the Company’s Consolidated Net Profit attributable
to owners of the parent entity for the Fiscal Year 2025 in the amount of USD215,364,799 (two
hundred fifteen million three hundred sixty-four thousand seven hundred ninety-nine United States
Dollars), as follows:
1. The amount equal to 80% (eighty percent) or USD172,291,839 (one hundred seventy-two
million two hundred ninety-one thousand eight hundred thirty-nine United States Dollars) shall
be determined as Cash Dividends. The payment shall be carried out under the following
provisions:
a. Dividends for Fiscal Year 2025 shall be distributed proportionally to each Shareholder
whose name is registered in the Shareholders Register on the recording date (Recording
Date) and shall be paid in cash in Rupiah currency using the middle exchange rate of Bank
Indonesia according to the date of the Annual GMS of Fiscal Year 2025.
b. The Board of Directors is authorized and empowered with the right of substitution, to
carry out:
i. Determination of the schedule and distribution procedures related to the payment of
dividends for Fiscal Year 2025 in accordance with the prevailing laws and regulations;
ii. Dividend tax deduction in accordance with the prevailing tax regulations; and
iii. Other technical matters in accordance with the prevailing laws and regulations.
2. The amount equal to 20% (twenty percent) or USD43,072,960 (forty-three million seventy-two
thousand nine hundred sixty United States Dollars) shall be allocated as retained earnings.
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Third Agenda The Determination of salaries/honoraria, including facilities and allowances for Fiscal Year 2026, as
well as performance remuneration for Fiscal Year 2025 for the Company’s Management.
Number of Shareholders
who Ask Questions/ There was no question/opinion from Shareholder.
Express Opinions
The result of the decision Affirmative Votes Abstain Votes Disapproving Votes
making
18.123.436.318 votes 390.803.442 votes 1.324.218.588 votes
(91,3550640%) (1,9699285%) (6,6750075%)
Resolution Approved the grant of authority to:
a. the Majority Holder of Series B Shares or its proxy to determine for the members of the Board
of Commissioners; and
b. the Board of Commissioners, subject to prior written approval from the Majority Holder of
Series B Shares or its proxy to determine for the members of the Board of Directors,
salaries/honoraria including its facilities and allowance for Fiscal Year 2026 and remuneration for
performance of the Fiscal Year 2025, in accordance with the prevailing regulations.
Fourth Agenda Appointment of a Public Accountant and/or Public Accounting Firm to audit the Company’s
Consolidated Financial Statements and the Financial Statements of the PUMK Program for Fiscal
Year 2026.
Number of Shareholders
who Ask Questions/ There was no question/opinion from Shareholder.
Express Opinions
The result of the decision Affirmative Votes Abstain Votes Disapproving Votes
making
18.258.648.917 votes 233.564.346 votes 1.346.245.085 votes
(92,0366321%) (1,1773311%) (6,7860368%)
Resolution 1. Granted authority and power to the Company’s Board of Commissioners, subject to prior
approval from the Majority Holder of Series B Shares, to appoint a Public Accountant and/or
Public Accounting Firm to conduct the audit of the Company’s Consolidated Financial
Statements for Fiscal Year 2026 and other periods in Fiscal Year 2026, or the audit of certain
specific financial statements in 2026, as well as the Financial Statements and Implementation
of the Micro and Small Business Funding Program (UMK) for Fiscal Year 2026.
2. Granted authority and power to the Board of Commissioners, subject to prior approval from
the Majority Holder of Series B Shares, to determine the appointment of a Public Accountant
and/or Public Accounting Firm to conduct the audit of the Company’s Consolidated Financial
Statements for other periods in Fiscal Year 2026 for the purposes and interests of the
Company.
3. Granted authority and power to the Company’s Board of Commissioners, subject to prior
written approval from the Majority Holder of Series B Shares, to determine the amount of audit
service fees and other requirements for such Public Accountant and/or Public Accounting Firm,
as well as to appoint a substitute Public Accountant and/or Public Accounting Firm in the event
that such Public Accountant and/or Public Accounting Firm, for any reason whatsoever, is
unable to complete the audit of the Company’s Consolidated Financial Statements, the
Financial Statements and Implementation of the Micro and Small Business Funding Program
(UMK) for Fiscal Year 2026, including determine the audit service fees and other requirements
for such substitute Public Accountant and/or Public Accounting Firm.
Fifth Agenda Delegation of authority to approve the Company’s Work Plan and Budget (RKAP) for Fiscal Year 2027,
including any amendments thereto, from the GMS to the party designated by the GMS.
Number of Shareholders
who Ask Questions/ There was no question/opinion from Shareholder.
Express Opinions
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The result of the decision Affirmative Votes Abstain Votes Disapproving Votes
making
18.432.992.957 votes 233.566.346 votes 1.171.899.045 votes
(92,9154506%) (1,1773412%) (5,9072082%)
Resolution Approved the grant of authority and power to the Company’s Board of Commissioners, subject to
prior written approval from the Majority Holder of Series B Shares, to approve the Company’s
Annual Work Plan and Budget (RKAP) for the Year 2027, including any amendments thereto. The
approval of the Company’s RKAP for Year 2027 and its amendments shall be carried out in
accordance with good corporate governance principles and prevailing regulations, with due
observance of the fairness and information disclosure principles, and shall have been coordinated
with the holder of the Series A Dwiwarna Share to ensure alignment with Government policies.
Sixth Agenda The Amendment to the Company’s Articles of Association.
Number of Shareholders
who Ask Questions/ There was no question/opinion from Shareholder.
Express Opinions
The result of the Affirmative Votes Abstain Votes Disapproving Votes
decision making
14.920.284.398 votes 233.566.446 votes 4.684.607.504 votes
(75,2088904%) (1,1773417%) (23,6137679%)
Resolution 1. Approved the amendment to Article 3 of the Company’s Articles of Association concerning the
Purposes, Objectives, and Business Activities in order to align with the Indonesian Standard
Industrial Classification (KBLI) pursuant to Central Bureau of Statistics Regulation Number 7 of
2025 concerning the Indonesian Standard Industrial Classification.
2. Approved the amendment of the provisions of the Company’s Articles of Association related
to the resolution referred to number 1 above.
3. Granted power and authority to the Board of Directors with the substitution right, to take all
necessary actions in connection with the resolution of this Sixth Agenda of the Meeting,
including to prepare and restate the entire Company's Articles of Association in a Notarial
Deed, as well as to effect changes to the Company’s data and submit it to the competent
authorities in order to obtain approval and/or acknowledgment of receipt for the notification
of amendments to the Company’s Articles of Association and changes to the Company’s data,
and to undertake any and all actions deemed necessary and useful for such purposes without
exception, including to make additions and/or amendments to such amendments to the
Company’s Articles of Association if required by the competent authorities.
Seventh Agenda Addition of business activities by PT Pertamina Gas (Amendment to Article 3 of PT Pertamina Gas’
Articles of Association) in accordance with Financial Services Authority regulations.
Number of Shareholders
who Ask Questions/ There was no question/opinion from Shareholder.
Express Opinions
The result of the Affirmative Votes Abstain Votes Disapproving Votes
decision making
19.604.893.902 votes 233.564.346 votes 100 votes
(98,8226684%) (1,1773311%) (0,0000005%)
Resolution Approved the addition of the Industrial Gas Industry business activity (KBLI 20112) to PT Pertamina
Gas (the Company’s Controlled Subsidiary) in order to comply with the provisions of Financial
Services Authority Regulation Number 17/POJK.04/2020 concerning Material Transactions and
Changes in Business Activities.
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Eight Agenda Approval of the special assignment from the Central Government for the management of the State
Budget-funded natural gas network.
Number of Shareholders
who Ask Questions/ There was no question/opinion from Shareholder.
Express Opinions
The result of the Affirmative Votes Abstain Votes Disapproving Votes
decision making
14.771.100.998 votes 233.566.346 votes 4.833.791.004 votes
(74,4568995%) (1,1773412%) (24,3657593 %)
Resolution 1. Approved the assignment of a special mandate to PT Perusahaan Gas Negara (Persero) Tbk to
undertake the management of the State Budget-funded Natural Gas Network (“City Gas
Network Assignment”).
2. The implementation of the City Gas Network Assignment shall be carried out in accordance
with the prevailing laws and regulations as well as applicable governance principles. The
implementation of the City Gas Network Assignment shall include reimbursement of all costs
incurred and the provision of a reasonable margin.
Ninth Agenda Changes in the Composition of the Company’s Management.
Number of Shareholders
-
who Ask Questions
The result of the Affirmative Votes Abstain Votes Disapproving Votes
decision making
There was no voting process.
Resolution The Ninth Agenda was cancelled. No resolution was adopted.
Furthermore, in connection to the resolution in the Second Agenda as mentioned above where the Meeting has decided to
make Dividend payment from the Company’s Net Profit in the amount of USD172,291,839 (one hundred seventy-two
million two hundred ninety-one thousand eight hundred thirty-nine United States Dollars) will be distributed in cash to the
Shareholders, thus the Schedule and Procedure of Cash Dividend Distribution for the Fiscal Year 2025 are hereby notified as
follows:
Schedule of Cash Dividend Distribution:
No. REMARKS DATE
1. End of Share Trade Period with Dividend Right (Cum Dividend)
• Regular Market and Negotiation June 4th,2026
• Cash Market June 8th, 2026
2. Beginning of Share Trade Period without Dividend Right (Ex Dividend)
• Regular Market and Negotiation June 5th, 2026
• Cash Market June 9th, 2026
3. Recording Date of Shareholders who are entitled to Dividends (Recording Date) June 8th, 2026
4. Date of Cash Dividend Payment for Fiscal Year 2025 June 24th, 2026
Cash Dividend Payment Procedures:
1. Cash dividend will be paid to the Shareholders whose name are recorded in the Company’s Register of Shareholders
(recording date) on June 8th, 2026, and/or the Shareholders whose name are in the securities sub-accounts at PT Kustodian
Sentral Efek Indonesia (“KSEI”) on the close of trading on June 8th, 2026.
2. The Shareholders whose shares are held in the Collective Depository in KSEI, cash dividend payments will be processed
through KSEI and will be distributed to the accounts of Securities Companies and/or Custodian Bank on June 24th, 2026. The
evidence of cash dividend payment will be delivered by KSEI to Shareholders via Securities Company or Custodian Bank
where Shareholders maintains their securities account. Meanwhile, for Shareholders whose shares are not held in the
Collective Depository in KSEI, cash dividend payment will be transferred directly to the Shareholders’ bank account.
Page 6
3. The cash dividend paid to Shareholders who is:
a. Domestic Corporate Taxpayer, or
b. Domestic Individual Taxpayer,
are exempt from tax withholding objects in accordance with the provisions of Government Regulation No. 9 of 2021
concerning Tax Treatment to Support the Ease of Doing Business along with its implementing tax regulations.
Specifically for dividends received by Domestic Individual Taxpayers who do not meet the domestic investments
requirements regulated in Regulation of the Minister of Finance No. 18/PMK.03/2021, will be subject to Tax and this Income
Tax (PPh) must be paid by the respective Domestic Individual Taxpayer in accordance with the prevailing tax provisions.
4. The cash dividend paid to Shareholders who are Foreign Taxpayers will be subject to Article 26 Income Tax withholding at a
rate of 20%. In order to be able to utilize the Income Tax withholding rate as mentioned in Double Taxation Avoidance
Agreement, Shareholders shall meet the requirements of the Regulation of the Director General of Tax No. PER-25/PJ/2018
concerning Procedures for Application of Double Taxation Avoidance Agreement, and submit Certificate of Domicile (SKD)
in the form of a correctly and completely filled-out DGT Form, accompanied by receipt document for the SKD that has been
uploaded to the Directorate General of Taxes website, to KSEI or BAE in accordance with KSEI regulations and provisions.
5. Shareholders can obtain dividend payment confirmation through Securities Company and/or Custodian Bank where the
Shareholders open their securities account. Furthermore, Shareholder shall be responsible for reporting the received
dividends in the tax filing for the relevant Tax Year.
Jakarta, May 25th, 2026
PT Perusahaan Gas Negara (Persero) Tbk
The Board of Directors
Names mentioned 21 people and organisations named in the text · linked when the evidence is strong
unresolved
person
K.H. Zainul Arifin
p.1
unresolved
org
PT Datindo Entrycom
p.1
unresolved
person
Ir. Nanette Cahyanie Handari Adi Warsito
p.1 ×2
unresolved
org
Bank Indonesia
p.2
unresolved
org
PT Pertamina Gas
p.4 ×2
unresolved
org
PT Pertamina Gas’ Articles
p.4
unresolved
org
Financial Services Authority
p.4 ×2
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.5
unresolved
org
Minister of Finance
p.6
unresolved
org
Directorate General of Taxes
p.6
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