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20240531_PGAS_Ringkasan Risalah//Risalah RUPS_31644762_lamp3.pdf
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ANNOUNCEMENT OF MEETING SUMMARY OF THE
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT PERUSAHAAN GAS NEGARA 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 Tbk (the “Company”) hereby announces Minutes Summary of the Annual General Meeting of
Shareholders of the Company held on May 30th, 2024 at 13:38 WIB at Auditorium Graha PGAS, Lantai 2, Jl. KH. Zainul Arifin
No. 20, West Jakarta, 11140 (the “Meeting”), as follows:
Members of Board of Directors and Board of Commissioners who attended the Meeting:
President Director : Arief Setiawan Handoko
Director of Finance and Risk Management : Fadjar Harianto Widodo
Director of Strategy and Business Development : Rosa Permata Sari
Director of Infrastructure dan Technology : Harry Budi Sidharta
Director of Sales and Operations : Ratih Esti Prihatini
Director of HR and Business Support : Beni Syarif Hidayat
President Commissioner and Independent Commissioner : Amien Sunaryadi
Commissioner : Warih Sadono
Commissioner : Luky Alfirman
Independent Commissioner : Christian H. Siboro
Independent Commissioner : Dini Shanti Purwono
Independent Commissioner : Abdullah Aufa Fuad
The Meeting was represented by 18.092.545.808 of shares including Series A Dwiwarna Shares, with legal vote rights or equal to
74,6345717% 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 and Independent Commissioner based on the letter of appointment
of the Board of Commissioners No. Kep-05/D-KOM/2024 dated on May 8th, 2024.
• 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, SH 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 for the 2023 Fiscal Year and the Board of Commissioners'
Supervisory Report for the 2023 Fiscal Year.
Number of Shareholders
There are no questions from Shareholders.
who Ask Questions
The result of the decision Affirmative Votes Abstain Votes Disapproving Votes
making
17.617.159.035 votes 464.341.173 votes 11.045.600 votes
(97,3724716%) (2,5664778%) (0,0610506%)
Resolution Approved the Company’s Annual Report including Board of Commissioners’ Supervisory Report for
the 2023 Fiscal Year, which ends on 31 December 2023, as well as provide full release and discharge
(volledig acquit et de charge) to all the members of the Board of Directors for their actions of
managing the Company and Board of Commissioners for their actions of supervising the Company
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that have been carried out during the Fiscal Year ending December 31, 2023, as long as these actions
are not considered as criminal act and has been reflected in the Company's report.
Second Agenda Ratification of the Company's Annual Financial Statements for the 2023 Fiscal Year and the Financial
Statements of the Company's Micro and Small Business Funding Program for the 2023 Fiscal Year,
as well as to provide full release and discharge to every member of the Board of Directors and the
Board of Commissioners for their action and supervision for the 2023 Fiscal Year.
Number of Shareholders
There are 2 (two) questions from Shareholders.
who Ask Questions
The result of the decision Affirmative Votes Abstain Votes Disapproving Votes
making
17.614.883.735 votes 466.616.473 votes 11.045.600 votes
(97,3598957%) (2,5790537%) (0,0610506%)
Resolution Ratified the Consolidated Financial Statements of the Company which has been audited by the
Public Accounting Firm, Purwantono, Sungkoro & Surja (a member firm of Ernst & Young) as stated
in the report no. 00188/2.1032/AU.1/02/1726-2/1/III/2024 dated March 8, 2024 with a
“reasonable, in all material aspects” opinion, as well as ratified the Financial Statements of the
Micro and Small Business Funding Program of the Company Fiscal Year 2023 which ended on
December 31, 2023 which is part of the Social and Environmental Responsibility Report which has
been audited by the Public Accounting Firm, Purwantono, Sungkoro & Surja (a member firm of Ernst
& Young) as stated in the report no. 00083/2.1032/AU.2/10/1726-2/1/II/2024 dated February 27,
2024 with a “reasonable, in all material aspects” opinion, as well as provide full release and
discharge (volledig acquit et de charge) to all the members of the Board of Directors for their actions
of managing the Company and Board of Commissioners for their actions of supervising the
Company on the Micro and Small Business Funding Program Fiscal Year 2023 as long as these
actions are not considered as criminal act and has been reflected in the Company's report.
Third Agenda Approval of the distribution of the Company’s net profit, including the Dividend for 2023 Fiscal Year.
Number of Shareholders
There are 2 (two) questions from Shareholders.
who Ask Questions
The result of the decision Affirmative Votes Abstain Votes Disapproving Votes
making
17.710.085.721 votes 339.265.087 votes 43.195.000 votes
(97,8860903%) (1,8751650%) (0,2387447%)
Resolution 1. Approved the Company’s net profit that could be attributed to the Parent Entity Owner for Fiscal
Year 2023 in the amount of USD278,091,179 (two hundred seventy eight million ninety one
thousand one hundred seventy nine) as follows:
a. USD222,472,943.20 (two hundred twenty two million four hundred seventy two thousand
nine hundred forty three point two United States Dollars) distributed as dividends to
Shareholders in accordance with the portion of share ownership in the Company and paid in
cash in Rupiah using the Bank Indonesia middle exchange rate according to the date of the
Annual GMS for Fiscal Year 2023 no later than 30 (thirty) days after the announcement of the
summary of the AGMS;
b. USD55,618,235.80 (fifty five million six hundred eighteen thousand two hundred thirty five
point eight United States Dollars) as Retained Earning including to support the Company’s
operation and development activities.
2. Grants authority and power to the Directors of the Company with the right of substitution to set
a schedule and regulate the procedure for the distribution of such dividends in conformity with
the stock exchange’s prevailing regulations where the Company's shares are listed.
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Fourth Agenda Approval of Salary for the Board of Directors and Honorarium for the Board of Commissioners of the
Company for 2024, as well Tantiem/Performance Incentive/Special Incentive, for the 2023 Fiscal
Year.
Number of Shareholders
There are no questions from Shareholders.
who Ask Questions
The result of the decision Affirmative Votes Abstain Votes Disapproving Votes
making
17.662.238.178 votes 353.941.687 votes 76.365.943 votes
(97,6216303%) (1,9562846%) (0,4220851%)
Resolution 1. Grants authority and power to PT Pertamina (Persero) as the Company’s Majority Series B
Shareholder by first consulting with the Series A Dwiwarna Shareholder to determine for
members of the Board of Commissioners:
a. Tantiem/Performance Incentives/Special Incentives for Performance of the Fiscal Year 2023;
and
b. Honorarium, allowances and facilities for the Fiscal Year 2024.
2. Grant authority and power to the Company's Board of Commissioners by first obtaining written
approval from PT Pertamina (Persero) as the Company's Majority Series B Shareholder by first
consulting with the Series A Dwiwarna Shareholder to determine for members of the Board of
Commissioners:
a. Tantiem/Performance Incentives/Special Incentives for Performance of the Fiscal Year
2023; and
b. Salary, allowances and facilities for the Fiscal Year 2024.
Fifth Agenda Approval of the appointment of a Public Accountant to audit the Consolidated Financial Statements
for the 2024 Fiscal Year, PSA 62 Compliance Audit, Micro and Small Business Funding Financial
Statements Audit Related to Social and Environmental Responsibility Programs, and Application of
Agreed Procedures on Performance Evaluation Results Reports of Corporate KPI and Individual KPI
for Fiscal Year 2024.
Number of Shareholders
There are no questions from Shareholders.
who Ask Questions
The result of the decision Affirmative Votes Abstain Votes Disapproving Votes
making
16.939.469.369 votes 339.267.587 votes 813.808.852 votes
(93,6267872%) (1,8751788%) (4,4980339%)
Resolution 1. Approved the appointment of the Purwantono, Sungkoro & Surja Public Accounting Firms
(a member of the Firm of Ernst & Young) to Audit the Consolidated Financial Statements for
Fiscal Year 2024, PSA 62 Compliance Audit, Audit the Financial Statements of Micro and Small
Business Funding related to the Social and Environmental Responsibility Programs and
Application of Agreed Procedures on Performance Evaluation Results Reports of Corporate KPI
and Individual KPI Performance Evaluation for Fiscal Year 2024.
2. Grants authority and power to the Board of Commissioners to determine the amount of
compensation for the audit services of the Public Accounting Firm that has been approved in
Decision number 1 and the addition of the required scope of work and other requirements that
are reasonable for the Public Accounting Firm.
3. Grants authority and power to the Board of Commissioners with prior approval from Majority
Series B Shareholder to:
a. Appoint a substitute Public Accountant and/or Public Accounting Firm if the appointed
Public Accounting Firm is unable to complete the audit for any reason based on the
provisions and regulations of the capital market; and
b. Determine the conditions, requirements for the appointment and compensation of the
substitute Public Accounting Firm.
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Sixth Agenda Approval of Special Assignments to the Company.
Number of Shareholders
There is 1 (one) question from Shareholders.
who Ask Questions
The result of the Affirmative Votes Abstain Votes Disapproving Votes
decision making
14.968.474.283 votes 353.962.179 votes 2.770.109.346 votes
(82,7328251%) (1,9563979%) (15,3107770%)
Resolution A. Assignment of Gas Network in The Nusantara Capital City
1. Approved the assignment to the Company for the implementation of the Gas Network
Project in the Nusantara Capital City.
2. Related to number 1, approve the assignment from the Government for the construction
of the Gas Network in the Central Core Area of the Government of the Nusantara Capital
City in accordance with Minister of Energy and Mineral Resources Decree No.
36.K/HK.02/MEM.S/2023 dated 23 February 2023 concerning Assignment for the
Implementation of Electricity and Natural Gas Infrastructure Development for the Central
Government Core Area of the Nusantara Capital City.
3. Approve the next stage of assignment for the management development of the Nusantara
Capital City Gas Network as stated in number 1, through appointment/assignment to the
Company by taking into account Government Regulation No. 72 of 2016 concerning
Amendments to Government Regulation No. 44 of 2005 concerning Procedures for
Participation and Administration of State Capital in State-Owned Enterprises and Limited
Liability Companies.
B. Assignment of Natural Gas Networks to Households and Small Customers
Ratified the Government's assignment to the Company to provide and distribute natural gas
through the natural gas transmission and/or distribution network for households and small
customers, the implementation of which is in accordance with Minister of Energy and Mineral
Resources Decree No. 85 K/16/MEM/2020 dated 8 April 2020 concerning Assignments to
PT Perusahaan Gas Negara Tbk to Carry Out the Supply and Distribution of Natural Gas Through
the Natural Gas Transmission and/or Distribution Network for Households and Small
Customers
C. Assignment of Gas Fuel Utilization for Road Transportation
Ratified the Government's assignment to the Company to utilize Gas Fuel for road
transportation in 2020-2024 for PT Pertamina (Persero) and PT Perusahaan Gas Negara Tbk
whose implementation is in accordance with the Decree of the Minister of Energy and Mineral
Resources No. 47.K/HK.04/MEM.M/2021 dated 16 March 2021 concerning Roadmap for
Utilization of Gas Fuel for Road Transportation and Assignment of Provision and Distribution
of Gas Fuel for Road Transportation for 2020 – 2024 to PT Pertamina (Persero) and
PT Perusahaan Gas Negara Tbk.
D. Assignment of Provision on Certain Natural Gas Prices (HGBT) for Electric Power Plants and
Industry
Ratified the Government's assignment to the Company to provide certain natural gas prices
(HGBT) for Power Plants and Industry, the implementation of which is in accordance with:
- Minister of Energy and Mineral Resources Decree No. 118.K/MG.04/MEM.M/2021 dated
30 June 2021 concerning Certain Natural Gas Price at Electric Power Plants (Plant Gate);
- Minister of Energy and Mineral Resources Decree No. 135.K/HK/02/MEM.M/2021 dated
2 August 2021 concerning Amendments to the Decree of the Minister of Energy and
Mineral Resources No. 118.K/MG.04/MEM.M/2021 concerning Certain Natural Gas Price
at Electric Power Plants (Plant Gate);
- Minister of Energy and Mineral Resources Decree No. 91.K/MG.01/MEM.M/2023 dated
19 May 2023 concerning Certain Natural Gas Users and Certain Natural Gas Prices in the
Industrial Sector.
This approval still takes into account the provisions of Article 66 of Law No. 19 of 2003
concerning State-Owned Enterprises as amended by Law no. 6 of 2023 concerning Stipulation
of Government Regulations in Lieu of Law No. 2 of 2022 concerning Job Creation becomes Law,
Article 65 of Government Regulation No. 45 of 2005, Article 3 paragraph (3) of the BUMN
Ministerial Regulation No. PER-1/MBU/03/2023 which states that if the assignment is not
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financially feasible, the Government must provide compensation for all costs incurred by the
BUMN, including the margin expected as long as it is within a reasonable level in accordance
with the assignment given.
Seventh Agenda Change of the Composition of the Company’s Management.
Number of Shareholders
There are no questions from Shareholders.
who Ask Questions
The result of the Affirmative Votes Abstain Votes Disapproving Votes
decision making
14.119.593.115 votes 650.052.087 votes 3.322.900.606 votes
(78,0409416%) (3,5929277%) (18,3661307%)
Resolution 1. Propose the discharge of:
Mr. Luky Alfirman as Commissioner as of April 26th, 2024.
2. Propose the honorable discharge of members of the Board of Directors and Board of
Commissioners as follows:
a. Mr. Beni Syarif Hidayat as Director of Human Resources and Business Support
b. Mr. Christian H. Siboro as Independent Commissioner
with gratitudes for their efforts and thoughts provided during their tenure ship as Independent
Commissioner and Director of Human Resources and Business Support.
3. Propose changes to the nomenclature of Directors' positions as follows:
No From To
1. Director of Finance and Risk Management Director of Finance
Director of Risk Management
2. Director of Sales and Operation Director of Commerce
4. Transfer the assignments of members of the Board of Directors as follows:
- Mr. Fadjar Harianto Widodo previously served as Director of Finance and Risk
Management, become Director of Finance.
- Ms. Ratih Esti Prihatini previously served as Director of Sales and Operations, become
Director of Commerce.
with the term of office continuing the remaining term of office in accordance with the relevant
GMS Appointment.
5. Propose the appointment of members of the Board of Directors and Board of Commissioners
as follows:
No Name Title
1. Arief Kurnia Risdianto Director of Risk Management
2. Rachmat Hutama Director of Human Resources and Business
Support
3. Luky Alfirman Commissioner for second term
4. Christian H. Siboro Independent Commissioner for second term
5. Tony Setio Boedi Hoesodo Independent Commissioner
6. Confirmation of the discharge, discharge, changes in position nomenclature, transfer of duties
and appointment of members of the Board of Directors and Board of Commissioners as
referred to in numbers 2,3,4 and 5 to be determined in the GMS by taking into account the
provisions of the Company's Articles of Association and applicable laws and regulations.
7. The results of the GMS determination regarding changes to the members of the Company's
Board of Directors must be submitted to the Ministry of State-Owned Enterprises through data
renewal on SOE’s Human Capital Portal as regulated in Article 54 paragraph (4) of the Minister
of State-Owned Enterprises Regulation Number PER-3/MBU/03/2023 concerning Organs and
Human Resources of State-Owned Enterprises.
Furthermore, in connection to the resolution in the Third Agenda as mentioned above where the Meeting has decided that the
dividend is paid using the Company’s net profit in which in the amount of USD222,472,943.20 (two hundred twenty two million
four hundred seventy two thousand nine hundred forty three point two United States Dollars) will be distributed in cash to the
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Shareholders, thus it is hereby notified that the Schedule and Procedure of Cash Dividend Distribution for Year 2023 are 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 7th ,2024
• Cash Market June 11th, 2024
2. Beginning of Share Trade Period without Dividend Right (Ex Dividend)
• Regular Market and Negotiation June 10th, 2024
• Cash Market June 12th, 2024
3. Recording Date of Shareholders who are entitled to Dividends (Recording Date) June 11th, 2024
4. Date of Cash Dividend Payment for Fiscal Year 2023 June 28th, 2024
Cash Dividend Payment Procedures:
1. The Cash dividend will be paid to the Shareholders whose shares are in the List of Shareholders of Company (Recording Date)
on June 11th, 2024 and/or the Shareholders whose shares are in the securities account in PT Kustodian Sentral Efek Indonesia
(KSEI) on the closing of trading period on June 11th, 2024.
2. The Shareholders whose shares were collected in the securities account in KSEI, cash dividend will be paid through KSEI and
will be distributed in the securities account of securities company and/or bank custody on June 28th, 2024. The evidence of
cash dividend payment will be sent by KSEI to Shareholders through Securities Company or bank custody where Shareholders
open their account. The payment of cash dividend will be transferred to Shareholders account for Shareholders whose shares
were not collected in the securities account in KSEI.
3. The cash dividend paid to Shareholders who is:
a. Domestic Corporate Taxpayer, or
b. Domestic Individual Taxpayer,
is non-taxable and Company does not witheld income tax from the amount of the dividend which becomes the right of such
Shareholders based on Clause 2A (5) Government Regulation No. 9/2021 concerning Tax Treatment to Support the Ease of
Doing Business.
However if the recipient who is Domestic Individual Taxpayers does not meet the requirements under Regulation of Ministry
of Finance No. 18/PMK.03/2021 the cash dividend is taxable and tax burden shall be paid by the recipient based on the
prevailing tax law.
4. The cash dividend paid to Shareholders who is considered as Foreign Taxpayers, will be subject to Article 26 Income Tax at
a rate of 20%. To get benefit of reduce Income Tax rate as mentioned in Double Tax Agreement, Shareholders shall meet
the Requirement under Regulation of DGT No. PER-25/PJ/2018 concerning Procedures for Application of Double Taxation
Avoidance Agreement and provide submission receipt of Certificate of Residence in the form of correct ad complete DGT
which has been uploaded to the Directorate General of Taxes website to KSEI or BAE in accordance with KSEI rules and
regulations.
5. Shareholders can obtain dividend payment confirmation through securities company and/or custodian bank where the such
Shareholder opens a security account, then the shareholder shall be responsible to report the dividend income in Annual
Income Tax Filing for the tax year concerned.
Jakarta, May 31st, 2024
PT Perusahaan Gas Negara Tbk
The Board of Directors
Names mentioned 29 people and organisations named in the text · linked when the evidence is strong
unresolved
person
KH. Zainul Arifin
p.1
unresolved
person
H. Siboro Independent
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
Minister of Energy and Mineral Resources Decree
p.4 ×5
unresolved
org
Minister of Energy and Mineral Resources
p.4
unresolved
org
Minister of Energy
p.4
unresolved
person
H. Siboro
p.5 ×2
unresolved
org
Ministry of State-Owned Enterprises
p.5
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.6
unresolved
org
Directorate General of Taxes
p.6
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