20240626_AGII_Ringkasan Risalah//Risalah RUPS_31675402_lamp3.pdf

B.   Members of the Company's Board of Commissioners and Directors who attended the Meeting:

     Board of Directors        :
     Physically Attended
     ● President Director               : Rachmat Harsono, B.Sc., MBA
     ● Vice President Director          : Ir. Ferryawan Utomo, M.M
     ● Director                         : Imelda Mulyani Harsono, B.A., M.M., LLM
     ● Director                         : Nini Liemijanto, S.E. Akt., MBA.
     ● Director                         : Budi Susanto
     ● Director                         : Octavianus Santoso Rastanto, S.T.
     ● Director                         : Djanarko Tjandra, Dipl.-Ing, MSc.

     Board of Commissioners :
     Physically Attended
     ● President Commissioner           : Heyzer Harsono
     ● Vice President Commissioner      : Rasid Harsono
     ● Vice President Commissioner      : Setyo Wahono, S. E., M.M
     ● Independent Commissioner         : Dr. Dr. Robiyanto, S.E., M.M.


C.   Shareholder Attendance :
     The Meeting was attended by shareholders and/or their proxies who were present and/or was
     represented at the Meeting, including shareholders who attended electronically (e-proxy) via
     eASY.KSEI, representing a total of 2.891.646.800 shares with voting rights or equivalent to 94.293%
     of the total shares with valid voting rights that have been issued by the Company.

D.   Questions and/or Feedback Submission Process
     In the Meeting, Shareholders were given the opportunity to ask questions and/or provide opinions
     regarding each agenda item of the Meeting. There were zero (0) questions asked during the Meeting.

E.   Decision-Making Mechanism
     Meeting decisions are made by way of deliberation for consensus. If deliberation for consensus is
     not reached, then a voting system will be held.

F.   Voting Results
     The voting results which include electronically submitted votes (“e-Voting”) from the KSEI system
     are as follows :




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       Meeting Agenda                Approved                  Disapproved               Abstained
       First Agenda             2.891.646.800 shares                -                        -
                                      or 100%

       Second Agenda            2.891.646.800 shares                 -                        -
                                      or 100%

       Third Agenda             2.843.849.100 shares         47.797.700 shares                -
                                  or 98,3470422%              or 1,6529578%

       Fourth Agenda            2.891.646.800 shares                 -                        -
                                      or 100%

       Fifth Agenda             2.843.211.200 shares         48.435.600 shares                -
                                  or 98,3249822 %             or 1,6750178%

       Sixth Agenda             2.843.211.200 shares         48.435.600 shares                -
                                  or 98,3249822 %             or 1,6750178%

       Seventh Agenda            This Agenda is a reporting agenda, therefore there was no decision-
                                                           making process

     Shareholders of shares with valid voting rights who attend the Meeting but abstain are deemed to
     have cast the same vote as the votes of the majority of shareholders who cast votes.

     The results of the voting were based on calculations made by PT Datindo Entrycom (the Securities
     Administration Bureau appointed by the Company) and read out by Amelia Jonatan,S.H., M.Kn., the
     substitute notary from Dr. Ira Sudjono, S.H., M.Hum., M.Kn., M.M., M.Si (the Notary appointed by the
     Company to draft the Minutes of Meeting). Hence, we can conclude that the Agenda proposed in
     the First, Second, Third, Fourth, Fifth, and Sixth Agenda has been approved by the Meeting.


G.   Meeting Decisions
     The results of the Meeting Resolutions have decided the following matters :

First Agenda of The Meeting :
1. Approved the Company's 2023 Annual Report including the Report on the Company's Activities and
     the Supervisory Report of the Board of Commissioners during 2023 Financial Year
2. Ratified the Company's Consolidated Financial Statements for 2023 Financial Year which has been
     audited by the Public Accounting Firm Purwantono, Sungkoro & Surja (EY Indonesia) with
     Unqualified opinion, in all material respects, as stated in Auditor Report No.
     01294/2.1032/AU.1/04/1179-1/I/V/2024 issued on May 8, 2024.
3. Provided full release and discharge (acquit et de charge) to each member of the Board of Directors
     and Board of Commissioners for the management and supervisory actions during 2023 Financial
     Year, as far as these actions are reflected in the Consolidated Financial Statements of the Company
     and Subsidiaries for 2023 Financial Year and these actions are not criminal in nature.



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Second Agenda of The Meeting :
Approved the determination of the use of the Company's net profit for 2023 Financial Year as following:
1. A total of Rp 5 billion is allocated to increase general reserves in order to comply with the provisions
    of Article 70 of the Limited Liability Company Law No. 40 of 2007; and in accordance with the
    provisions of Article 23 of the Company's Articles of Association,
2. Rp 10.8 per share or in total Rp 33.1 billion are distributed as cash dividends for the 2023 Financial
    Year to shareholders who have the rights to receive cash dividends
3. The remaining Rp 127.3 billion will be used to increase retained earnings to support the Company's
    business development

Third Agenda of The Meeting :
Approved to authorize the Board of Commissioners to appoint a Public Accountant Firm / Public
Accountant to audit the Company's Financial Statements for 2024 Financial Year and authorized the
Board of Commissioners to determine the honorarium of the Public Accountant as well as other
requirements for the appointment.

Fourth Agenda of The Meeting :
1. Approved to authorize Board of Commissioners to determine the salaries, fees and allowances of
    members of the Board of Directors for 2024 Financial Year; and
2. Approved to authorize the Ultimate Shareholders to determine the honorarium and other benefits
    for the Company's Board of Commissioners for 2024 Financial Year.

Fifth Agenda of The Meeting :
1. Approved to pledge more than 50% (fifty percent) or all of the Company's net assets in order to
     obtain loans or facilities that will be received by the Company from banks, venture capital firms,
     financing companies, or infrastructure financing companies or the public through the issuance of
     securities other than equity through public offerings, of which one and the other are to fulfill the
     terms and conditions of the Capital Market Regulations and the prevailing laws and regulations
     concerning the Capital Market Regulations, and this approval is valid until the holding of next
     Annual General Meeting of Shareholders
2. Approved to authorize the Board of Directors to take any and all necessary actions in connection
     with the actions referred to in point 1 above, taking into account the approval of the Board of
     Commissioners of the Company, the terms and conditions of the Capital Market and applicable laws
     and regulations concerning the Capital Market Regulations.



Sixth Agenda of The Meeting :
1. Approved the Amendment to the Company's Articles of Association, namely Article 3 “Purpose and
    Objectives” and Article 16 paragraph 10 letter C “Duties and Authorities of the Board of Directors”
    as presented before, namely:
a. Amendments to Article 3 Purpose and Objectives by adding KBLI 43223 Oil and Gas installations;
    and
b. Amend Article 16 paragraph 10 letter C Duties and Authorities of the Board of Directors to become:




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     "10. The Board of Directors must first obtain written approval from the Board of Commissioners
     with due observance of the prevailing laws and regulations and the Company's Articles of
     Association, to:
     a) Borrow or pledge money on behalf of the Company (exclude withdrawing the Company's money
        from Banks) with a value of more than Rp. 3,000,000,000.00 (three billion Rupiah);
     b) Establish a business or participate in another Company, both locally or abroad;
     c) Purchase, sell or otherwise disposal of rights to fixed assets and the Company or to charge the
        Company's assets with a value of more than Rp. 10,000,000,000.00 (ten billion Rupiah);
     d) Bind the Company as the guarantor

2.   Approved to elaborate and/or restate the entire Articles of Association of the Company in full in 1
     (one) Notarial deed, together with the resolutions of the agenda of this Meeting and several
     resolutions regarding the amendments to the Articles of Association that have been ratified at
     previous meetings and to authorize the Board of Directors of the Company with substitution rights
     to appear before an authorized Notary Officer to state the results of this Meeting Resolution in a
     separate Notarial deed, including making Notifications, Reporting and/or requesting Approval to
     the Ministry of Law and Human Rights of the Republic of Indonesia and other authorized Agencies
     in accordance with prevailing regulations without exception.

Seventh Agenda of The Meeting :
Ratification of the Report on the Realization of the Use of Proceeds from the Shelf Registration as of
December 31, 2023, as follows :
     - Shelf Registration II Aneka Gas Industri Sukuk Ijarah Phase V of 2022;
     - Shelf Registration III Samator Indo Gas Bonds Phase I of 2023; and
     - Shelf Registration III Samator Indo Gas Sukuk Ijarah Phase I of 2023
This Agenda is a reporting agenda, therefore there was no decision-making process.

H. Schedule and Procedures for Distribution of Cash Dividends for the 2023 Fiscal Year
In accordance with the decision of the 2nd Agenda of the Meeting as mentioned above, on which the
Meeting has decided to pay cash dividends to the shareholders of the Company in the amount of Rp 10.8
per share or a total of Rp 33.1 billion as well as to give power and authority to the Board of Directors to
determine the schedule and procedures for distribution of dividends for the 2023 Financial Year in
accordance with applicable regulations.




                                        Jakarta, 26 June 2024
                                       PT Samator Indo Gas Tbk
                                              Director




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