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20240709_PGEO_Pemanggilan RUPS_31682014_lamp2.pdf
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INVITATION
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT Pertamina Geothermal Energy Tbk
The Board of Directors of PT Pertamina Geothermal Energy Tbk (hereinafter referred to as
the “Company”), headquartered in Jakarta, extends a warm invitation to the esteemed
Shareholders of the Company to attend the Extraordinary General Meeting of Shareholders
(hereinafter referred to as the “Meeting”). The Meeting is scheduled to take place on:
Day / Date : Wednesday, July 31st, 2024
Time : 14.00 WIB – finished
Venue : Grha Pertamina,
Jl. Medan Merdeka Timur No.11-13,
Central Jakarta, 10110
Meeting Mechanism : Accessing the facility of KSEI Electronic General Meeting System
(“eASY.KSEI”) at https://akses.ksei.co.id/ provided by Kustodian
Sentral Efek Indonesia (“KSEI”)
The Meeting is held electronically in accordance with Financial Services Authority
Regulation (“POJK”) Number 15/POJK.04/2020 concerning the Planning and Organizing
Open General Meetings of Shareholders and Financial Services Authority
Regulation Number 16/POJK.04/2020 concerning Implementing Electronic General
Meetings of Shareholders by Public Companies. The Chairperson of the Meeting, Board of
Commissioners, Directors, Controlling Shareholders, Supporting Professions, as well
as the Meetings’ Committee will coordinate directly in order to implement the Meeting
at Grha Pertamina, Jl. Medan Merdeka Timur No.11-13, Central Jakarta, 10110.
Agenda of The Meeting
Changes of the Company’s Management
Explanation of Meeting’s Agenda
Pursuant to Letter of PT Pertamina Power Indonesia No. R-021/PPI40000/2024-S8
dated June 13, 2024 as the Company’s Controlling Shareholder, proposing the Company to
conduct an Extraordinary General Meeting of Shareholders with the agenda of changing the
composition of the Company’s management.
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The Meeting is held in accordance with the provisions stipulated in POJK No.33/POJK.04/2014
regarding the Board of Directors and Board of Commissioners of Issuers or Public Companies;
POJK No.15/POJK.04/2020 regarding the Plan and Implementation of the General
Meeting of Shareholders of Public Companies (hereinafter referred to as “POJK GMS”);
POJK No. 16/POJK.04/2020 regarding the Implementation of the Electronic
General Meeting of Shareholders of Public Companies (hereinafter referred to as
“POJK e-GMS”); Article 14 paragraph (2) jo. Article 18 paragraph (3) of the Company’s
Articles of Association, that the appointment, dismissal, or change in the composition of
the Company’s management is carried out based on the decision of the GMS.
Notes
1. The Company will not send separate invitations to Shareholders since this Convocation is
considered an official invitation in accordance with Article 17 paragraph (1) in conjunction
with Article 52 paragraph (1) of POJK GMS and Article 10 paragraph (2) and (5) of the
Company’s Articles of Association. This invitation is also accessible on the Company’s
website (www.pge.pertamina.com), Indonesia Stock Exchange’s website (http://idx.co.id)
and the eASY.KSEI application (https://akses.ksei.co.id).
2. Shareholders eligible to attend the Meeting are those whose names are recorded in the
Company’s Shareholders List or are the owners of securities account balances in the
Collective Custody of PT Kustodian Sentral Efek Indonesia (hereinafter referred to as
“KSEI”) at the close of trading on the Exchange on the 1 (one) working day before the
Meeting Convocation, which is on Monday, July 8, 2024, at 4:00 PM WIB.
3. The Company provides Meeting materials available for download on the Company’s
website from the date of the Meeting Convocation on July 9, 2024, until the Meeting is
held on July 31, 2024, as per the Company’s information above.
4. Pursuant to Article 8 paragraph (3) of POJK e-GMS, the Company suggests that Shareholders
attend the Meeting electronically or give an electronic power of attorney (e-Proxy) through
eASY.KSEI.
The following are things that need to be paid attention to:
a. Registration Process
i. Local individual type shareholders who have not provided a declaration of presence
or power of attorney in the eASY.KSEI application by the time limit in point 2 and
wish to attend the Meeting electronically are required to register attendance in the
eASY.KSEI application on the date of the Meeting until the registration period the
Meeting is electronically closed by the Company.
ii. Local individual type Shareholders who have given a declaration of attendance but
have not yet cast their votes for at least 1 (one) Meeting agenda in the eASY.KSEI
application until the time limit in point 2 and wish to attend the Meeting electronically
are required to register their attendance in the eASY.KSEI application on the date
of the Meeting until the registration period
for the Meeting is electronically closed by
the Company.
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iii. Shareholders who have given power of attorney to the recipient of the proxy provided
by the Company (Independent Representative) or Individual Representative but the
Shareholders have not cast a vote for the Meeting Agenda in the eASY. KSEI
application until the time limit in point 2, then the proxies representing the
Shareholders are required to register attendance in the eASY.KSEI application on
the date of the Meeting until the registration period for the Meeting is electronically
closed by the Company.
iv. Shareholders who have given power of attorney to the participant/Intermediary
proxy (Custodian Bank or Securities Company) and have cast their vote in the
eASY.KSEI application until the time limit in point 2, then the representative of
the proxy who has been registered in the eASY.KSEI application is required to
register attendance in the eASY.KSEI application on the date of the Meeting until
the electronic registration period for the Meeting is closed by the Company.
v. Shareholders who have made a declaration of attendance or made power of
attorney to the proxy provided by the Company (Independent Representative) or
Individual Representative and have cast a vote for the Meeting Agenda in the
eASY.KSEI application no later than the time limit in point 2, the Shareholders
or the proxies do not need to register attendance electronically in the
eASY.KSEI application on the date of the Meeting. Share ownership will be
automatically calculated as a quorum of attendance and the votes that have been
cast will be automatically taken into account in the voting of the Meeting.
vi. Any delay or failure in the electronic registration process as referred to in numbers
i-v for any reason will result in the Shareholders or their proxies being unable to
attend the Meeting electronically, and their share ownership will not be counted as
a quorum for attendance at the Meeting.
b. Process for Submitting Questions and/or Opinions Electronically
i. Shareholders or their Shareholders or their Proxies who attend electronically are
given the opportunity to ask questions or express opinions for a maximum of 2
(two) questioners.Questions and/or opinions per Meeting Agenda can be
submitted in writing by the Shareholders or their proxies 4 by using the chat
feature in the “Electronic Opinions” column available on the E-Meeting Hall
screen in the eASY.KSEI application. Giving questions and/or opinions can be
done as long as the status of the Meeting in the “General Meeting Flow Text”
column is “Discussion started for agenda item No. [ ]”.
ii. Determination of the mechanism for conducting discussions per Meeting Agenda
in writing through the E-Meeting Hall screen in the eASY.KSEI application is the
authority of each Company and this will be stated by the Company in the Rules of
Conduct for the Meeting through the eASY.KSEI application.
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iii. For the proxies who are present electronically and will submit questions and/or
opinions of their shareholders during the discussion session per the Agenda of the
Meeting, they are required to write down the names of the Shareholders and the
amount of their share ownership followed by related questions or opinions.
c. Voting Process
i. The electronic voting process takes place in the eASY.KSEI application on the
E-Meeting Hall menu, Live Broadcasting sub menu.
ii. Shareholders or their proxies that have not yet cast their votes at the Meeting
Agenda as referred to in point 4 letter a number i–vi, the Shareholders or
their proxies have the opportunity to submit their vote during the voting period
through the E-Meeting Hall screen in the eASY.KSEI application was opened by
the Company. When the electronic voting period per Meeting Agenda begins, the
system automatically runs the voting time by counting down a maximum of 5 (five)
minutes. During the electronic voting process, the status “Voting for agenda item
No [ ] has started” will be seen in the “General Meeting Flow Text” column. If the
Shareholders or their proxies do not vote for a particular Meeting Agenda until
the status of the implementation of the Meeting shown in the “General Meeting
Flow Text” column changes to “Voting for agenda item No [ ] has ended”, it will be
considered as voting Abstain for the relevant agenda of the Meeting.
iii. Voting time during the electronic voting process is the standard time set in the
eASY.KSEI application. Each Company may determine the policy of direct voting
time electronically per Agenda in the Meeting (with a maximum time of 5 (five)
minutes per Meeting Agenda) and this will be stated in the Rules of Conduct for the
Implementation of the Meeting through the eASY.KSEI application.
d. Views the on-going Meeting through the GMS Impressions on eASY.KSEI
i. Shareholders or their proxies who have been registered in the eASY.KSEI application
no later than the time limit in point 2 can watch the on-going Meeting via Zoom
Webinar by accessing the eASY.KSEI menu, the GMS Impressions submenu located
at the AKSes facility (https://akses.ksei.co.id/).
ii. The GMS Impressions has a capacity of up to 500 participants, where the attendance
of each participant will be determined on a first come first serve basis. Shareholders
or their proxies who do not get the opportunity to watch the implementation of
the Meeting through the GMS Impressions are still considered valid to be present
electronically and share ownership and voting choices are taken into account at
the Meeting, as long as they have been registered in the eASY.KSEI application as
stipulated in point 4 letter a number i-vi.
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iii. Shareholders or their proxies who only watch the on-going Meeting through the
GMS Impressions but are not registered to attend electronically on the eASY.KSEI
application according to the provisions in point 4 letter a number i-vi, then the
presence of the Shareholders or their proxies is considered invalid and will not be
included in the calculation of the Meeting attendance quorum.
iv. Shareholders or their proxies who watch the Meeting through the GMS Zoom
Webinar have a raise hand feature that can be used to ask questions and/or
opinions during the discussion session per Meeting Agenda. If the Company permits
by activating the allow to talk feature, the Shareholders or their proxies can submit
questions and/or opinions by speaking directly. Determination of the mechanism
for the implementation of discussion per Meeting Agenda using the allow to talk
feature contained in the GMS Broadcast is the authority of each Company and this
will be stated by the Company in the Rules of Procedure for the Implementation of
the Meeting through the eASY.KSEI application.
v. To obtain the best experience in using the eASY.KSEI application and/or GMS
Impressions, Shareholders or their proxies are advised to use the Mozilla Firefox
browser.
5. The Notary, assisted by the Securities Administration Bureau, will check and count the
votes for each Meeting Agenda in each decision of the Meeting on that Agenda, including
those based on the votes that have been submitted by the Shareholders through eASY.
KSEI as referred to in point 4 letter c numbers i-iii above, as well as those submitted at the
Meeting.
6. Shareholders entitled to attend the Meeting whose shares are placed in the collective
custody of KSEI are required to register their attendance electronically through the KSEI
System (eASY.KSEI) at the link https://akses.ksei.co.id/ provided by KSEI. The electronic
registration will be opened since the date of this Meeting Invitation and will be closed at
the latest before the Meeting at 13.30 WIB. Guidelines for registration, usage, and further
explanation of eASY.KSEI can be found on the Company’s website and/or the website
https://akses.ksei.co.id/. In the event that the Shareholders will attend the Meeting
outside the eASY.KSEI mechanism, the Shareholders can download the power of attorney
available on the Company’s website www.pge.pertamina.com.
7. The Company does not provide food and souvenirs to Shareholders or their proxies who
attend in person.
8. The Company does not provide a separate room for Shareholders or their proxies who
are physically present. The Company only provides a registration desk for the Securities
Administration Bureau.
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9. Shareholders are expected to first read the Meeting Rules of Conduct and
eASY.KSEI Guidelines, that have been available on the Company’s website
(www.pge.pertamina.com) since the date of this Invitation.
10. The Company may re-announce if there are changes and/or additional information related
to the procedures for holding the Meeting with reference to the provisions of the prevailing
laws and regulations.
Jakarta, July 9, 2024
PT Pertamina Geothermal Energy Tbk
Board of Directors
Names mentioned 7 people and organisations named in the text · linked when the evidence is strong
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Sentral Efek Indonesia
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Financial Services Authority
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PT Pertamina Power Indonesia No. R-
p.1
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Indonesia Stock Exchange
p.2
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org
PT Kustodian Sentral Efek Indonesia
p.2
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