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PT Pertamina Geothermal Energy Tbk | 1
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ANNOUNCEMENT OF SUMMARY OF MINUTES OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
FOR THE 2023 FINANCIAL YEAR
PT Pertamina Geothermal Energy Tbk
Hereby, the Board of Directors of PT Pertamina Geothermal Energy Tbk (the “Company”),
announces the Summary of Minutes of the Company’s Annual General Meeting of Shareholders for
the 2023 Financial Year (“Meeting”) held on Tuesday, May 28, 2024 at Grha Pertamina Ballroom, on
Jl. Medan Merdeka Timur No. 11-13, Gambir, Central Jakarta, at 14.19 p.m. of local time.
Based on the attendance list provided by the Securities Administration Bureau, PT Datindo Entrycom,
the Shareholders present and/or represented at this Meeting amounted to 40,262,896,048 shares
or represented 97.0306993% of all shares issued in the Company with valid voting rights totaling
41,495,007,591 shares.
Therefore, in accordance with the provisions of the Company’s Articles of Association and Financial
Services Authority Regulation Number 15/POJK.04/2020 (“POJK 15/2020”) concerning the Plan and
Implementation of the General Meeting of Shareholders of Public Companies, the quorum for all
Agenda Meetings has been fulfilled.
Members of the Board of Commissioners and Board of Directors of the Company who
attended the Meeting were:
a. Present offline
Board of Commissioners
1. President Commissioner/Independent Commissioner : Mr. Sarman Simanjorang
2. Commissioner : Mr. Dannif Danusaputro
3. Commissioner : Mr. Harris
Board of Directors
1. President Director : Mr. Julfi Hadi
2. Director of Operations : Mr. Ahmad Yani
3. Director of Finance : Bapak Yurizki Rio
b. Present online
Komisaris Independen : Bapak Sujit S. Parhar
2 | Announcement of Summary of Minutes of Annual General Meeting of Shareholders for the 2023 Financial Year
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Meeting Rules:
• The Meeting is chaired by the President Commissioner/Independent Commissioner pursuant to
the Decree of the Board of Commissioners Number Kpts-009/DK/PGE/2024-S0 dated May 16,
2024.
• In the discussion of each agenda of the Meeting, the Shareholders are given the opportunity to
ask questions that are in accordance with the Meeting agenda being discussed.
• Decision is made based on deliberation for consensus. In the event that a decision based on
deliberation for consensus is not reached, the decision will be made by voting. The Company
has appointed independent parties, namely the Securities Administration Bureau, PT Datindo
Entrycom, and the Notary Office, Ir. Nanette Cahyanie Handari Adi Warsito, SH, to count and/or
validate votes in the Meeting.
As specified in the Summon for the Meeting, the Agenda of the Meeting are as follows:
• Approval and Ratification of the Annual Report including the Company’s Consolidated Financial
Report and the Board of Commissioners’ Supervisory Report for the financial year ending
31 December 2023, accompanied by the Provision of Full Repayment and Release of
Responsibility (volledig acquit et de-charge) to the Directors and Board of Commissioners.
• Approval of the Determination of the Utilization of the Company’s Net Profit for the Financial Year
2023.
• Approval of the Appointment of a Public Accountant Firm to conduct the audit of the Company’s
Financial Statements for the Financial Year 2024, with the Granting Authority to the Company’s
Directors and Board of Commissioners to determine the honorarium and other requirements
regarding the appointment.
• Approval of Determination of Remuneration, Allowances and Other Facilities for the Financial
Year 2024 and appreciation for Performance (Tantiem) for the 2023 Financial Year for the
Company’s Directors and Board of Commissioners.
• Report of the Use of Proceed from the Company’s IPO.
• Report on the Implementation of the MESOP Program and Approval of the Granting of Power
to the Board of Commissioners to Increase Fully Paid up and Placed Capital in the Context of
Implementing the MESOP Program.
• Approval of Changes in Company’s Management.
Prior to making decisions, the Chairman of the Meeting provided an opportunity for the Shareholders
or their proxies to ask questions and/or give opinions in each agenda of the Meeting yet none of the
Shareholders or their proxies asked questions and/or give opinions.
Meeting resolutions were taken by deliberation for consensus, but if there were Shareholders or their
proxies who did not approve or were abstain, then the decision was taken by voting.
PT Pertamina Geothermal Energy Tbk | 3
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The resolutions of the Company’s Meeting are as follows:
First Agenda Approval and Ratification of the Annual Report including the Company’s
Consolidated Financial Report and the Board of Commissioners’
Supervisory Report for the financial year ending 31 December 2023,
accompanied by the Provision of Full Repayment and Release of
Responsibility (volledig acquit et de-charge) to the Directors and Board
of Commissioners.
Number of
Shareholders No Shareholder asked question and/or gave opinions.
Enquiring
Voting Results Agree Abstained Disagree
40.244.351.248 18.542.700 votes 2,100 votes
Votes
(0,0460541%) (0,0000052%)
(99,9539407%)
In accordance with Article 47 of POJK 15/2020, Shareholders with valid
voting rights who attended the Meeting, but did not vote (abstain) would
be considered to cast the same vote as the majority of Shareholders
who voted. Therefore:
The total number of affirmative votes was 40,262,893,948 votes or
99.9999948%
Meeting 1. Approved the Company’s Annual Report for 2023 Fiscal Year including
Resolutions the Board of Commissioners’ Accountability Report for Supervisory
Task for 2023 Fiscal Year.
2. Ratified the Company’s Consolidated Financial Statements for 2023
Financial Year audited by Purwantono, Sungkoro & Surja Public
Accounting Firm (KAP PSS) as contained in Report No. 00118/2.1032/
AU.1/02/1726-3/1/II/2024 dated February 29, 2024 with the opinion
that “The consolidated financial statements are present fairly, in all
material respects, the Group’s consolidated financial position as
of December 31, 2023, and its consolidated financial performance
and cash flows for the year ending on that date, in compliance with
Financial Accounting Standards that applies in Indonesia”
3. Granted full repayment and release of responsibility (volledig acquit
et de-charge) to the Board of Commissioners and Board of Directors
of the Company, as long as these actions were reflected in the
Annual Report for 2023 Fiscal Year and the Company’s Consolidated
Financial Statements for 2023 Fiscal Year, and did not constitute a
criminal offense or violate the applicable laws and regulations.
4 | Announcement of Summary of Minutes of Annual General Meeting of Shareholders for the 2023 Financial Year
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Second Approval of the Determination of the Utilization of the Company’s Net
Agenda Profit for the Financial Year 2023.
Number of
Shareholders No Shareholder asked question and/or gave opinions.
Enquiring
Voting Results Agree Abstained Disagree
40.244.357.048 18.521.900 votes 17,100 votes
votes
(0,0460024%) (0,0000425%)
(99,9539551%)
In accordance with Article 47 of POJK 15/2020, Shareholders with valid
voting rights who attended the Meeting, but did not vote (abstain) would
be considered to cast the same vote as the majority of Shareholders
who voted. Therefore:
The total number of affirmative votes was 40,262,878,948 votes or
99.9999575%
Meeting Appropriating the use of the Company’s net profit for the 2023 Fiscal Year
Resolutions as follows:
1. A total of USD128,400,000 (one hundred twenty-eight million four
hundred thousand United States Dollars) or 78.5% of the Company’s
net profit for 2023 Fiscal Year would be distributed as cash dividends
to the Company’s Shareholders on the following conditions:
• To be distributed to shareholders in accordance with the amount
of their ownership on the recording date, and paid in cash in
Rupiah using the middle exchange rate of Bank Indonesia as of
December 31, 2023.
• Granted power and authority to the Board of Directors of the
Company with the substitution right to determine the schedule
and procedure for dividend distribution for the 2023 financial year
in accordance with applicable regulations.
2. A total of USD35,169,811 (thirty-five million one hundred sixty-nine
thousand eight hundred and eleven United States Dollars) or 21.5%
of Profit for 2023 was allocated and recorded as Mandatory Reserves.
3. The Company did not allocate the remaining net profit for the 2023
financial year to other reserves.
PT Pertamina Geothermal Energy Tbk | 5
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Third Agenda Approval of the Appointment of a Public Accountant Firm to conduct
the audit of the Company’s Financial Statements for the Financial Year
2024, with the Granting Authority to the Company’s Directors and Board
of Commissioners to determine the honorarium and other requirements
regarding the appointment.
Number of
Shareholders No Shareholder asked question and/or gave opinions.
Enquiring
Voting Results Agree Abstained Disagree
39.906.453.548 18.519.900 votes 337.922.600 votes
Votes
(0,0459974%) (0,8392903%)
(99,1147122%)
In accordance with Article 47 of POJK 15/2020, Shareholders with valid
voting rights who attended the Meeting, but did not vote (abstain) would
be considered to cast the same vote as the majority of Shareholders
who voted. Therefore:
The total number of affirmative votes was 39,924,973,448 votes or
99.1607097%
Meeting Granted the Board of Commissioners authority and power by obtaining
Resolutions prior approval from the company’s controlling shareholders to:
1. Re-appointed Public Accounting Firm of Purwantono, Sungkoro &
Surja (member of Ernst & Young) to conduct an Audit of the Financial
Statements (of the Company and its Subsidiaries) for the 2024 Fiscal
Year period, pursuant to the evaluation results of the Company’s
Board of Commissioners.
2. Delegated authority to the Board of Commissioners of the Company to
determine the amount of audit services fees for the Public Accountant
Firm approved in resolution number 1 above and the addition of the
scope of services required and other reasonable requirements for the
Public Accounting Firm.
3. Authorized the Board of Commissioners of the Company to:
• Appointed a Substitute Public Accountant and/or Public
Accountant Firm in the event that the appointed Public Accountant
and/or Substitute Public Accountant Firm is able to complete
the audit of the Financial Statements (of the Company and its
Subsidiaries) for the 2024 fiscal year for any reasons.
• Established conditions, requirements for the appointment and
audit services fee of the Public Accountant and/or Substitute
Public Accountant Firm.
6 | Announcement of Summary of Minutes of Annual General Meeting of Shareholders for the 2023 Financial Year
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Fourth Agenda Approval of Determination of Remuneration, Allowances and Other
Facilities for the Financial Year 2024 and appreciation for Performance
(Tantiem) for the 2023 Financial Year for the Company’s Directors and
Board of Commissioners.
Number of
Shareholders No Shareholder asked question and/or gave opinions.
Enquiring
Voting Results Agree Abstained Disagree
40.025.454.792 18.520.700 votes 218.920.556 votes
Votes
(0,0459994%) (0,5437278%)
(99,4102728%)
In accordance with Article 47 of POJK 15/2020, Shareholders with valid
voting rights who attended the Meeting, but did not vote (abstain) would
be considered to cast the same vote as the majority of Shareholders
who voted. Therefore:
The total number of affirmative votes was 40,043,975,492 votes or
99.4562722%
Meeting A. Remuneration
Resolutions Granted authority and power of attorney to the Board of Commissioners
by obtaining approval first from the Company’s Controlling
Shareholder, to determine the honorarium, allowances, and other
facilities for members of the Company’s Board of Commissioners
and Board of Directors for the year 2024.
B. Tantiem
Granted authority and power of attorney to the Board of Commissioners
by obtaining approval first from the Company’s controlling shareholder,
tantiem for the Company’s Board of Commissioners and Directors
for the 2023 performance
Fifth Agenda Report of the Use of Proceed from the Company’s IPO.
Number of
Shareholders No Shareholder asked question and/or gave opinions.
Enquiring
Meeting Since the fifth Agenda of the Meeting was to present a report namely
Resolution the Report on the Realization of the Use of IPO Proceeds for the period
ending on December 31, 2023, no decision-making is required.
PT Pertamina Geothermal Energy Tbk | 7
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Sixth Agenda Report on the Implementation of the MESOP Program and Approval of
the Granting of Power to the Board of Commissioners to Increase Fully
Paid Up and Placed Capital in the Context of Implementing the MESOP
Program.
Number of
Shareholders No Shareholder asked question and/or gave opinions.
Enquiring
Voting Results Agree Abstained Disagree
39.895.459.022 18.534.900 votes 348.902.126 Votes
Votes
(0,0460347%) (0,8665599%)
(99,0874054%)
In accordance with Article 47 of POJK 15/2020, Shareholders with valid
voting rights who attended the Meeting, but did not vote (abstain) would
be considered to cast the same vote as the majority of Shareholders
who voted. Therefore:
The total number of affirmative votes was 39,913,993,922 votes or
99.1334401%
Meeting Decision 1. Authorized the Company’s Board of Commissioners to take all
necessary actions and/or required in the context of implementation,
legality, and increase of issued and paid-in capital concerning the
implementation of the Management and Employee Stock Option
Program (“MESOP”) within 12 months as of this Meeting
2. Authorized the Company’s Board of Commissioners to provide
directives to the Company’s Board of Directors in order to regulate
policies relating to the MESOP Program, including but not limited to
the period of implementation of the MESOP program, the total number
of shares issued to MESOP, the exercise price, and other provisions
regarding the MESOP program as outlined in the prospectus by
taking into account the applying capital market regulations
3. Granting the authority with the substitution right to the Company’s
Board of Directors to take all actions relating to the Meeting
resolutions, including but not limited to putting it in a notarial deed,
facing the authorities, holding discussions, giving and/or asking for
information, submitting application for approval and/or reporting and/
or notifying the changes to the Company’s Articles of Association to
the Minister of Law and Human Rights of the Republic of Indonesia
and related authorities, making or signing the deed of statement of
resolutions of the Company’s Meeting, also carrying out other matters
that must and/or can be carried out concerning the implementation of
the Meeting resolutions.
8 | Announcement of Summary of Minutes of Annual General Meeting of Shareholders for the 2023 Financial Year
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Seventh
Approval of changes in Company’s Management.
Agenda
Number of
Shareholders No Shareholder asked question and/or gave opinions.
Enquiring
Voting Results Agree Abstained Disagree
39.499.938.400 18.535.700 votes 744.421.948 Votes
votes
(0,0460367%) (1,8489031%)
(98,1050602%)
In accordance with Article 47 of POJK 15/2020, Shareholders with valid
voting rights who attended the Meeting, but did not vote (abstain) would
be considered to cast the same vote as the majority of Shareholders who
voted. Therefore:
The total number of affirmative votes was 39,518,474,100 votes or
98.1510969%
Meeting Decision 1. Confirming the dismissal of Mr. Rachmat Hidajat with respect from his
position as Director of Exploration & Development of the Company,
as of the closing of the Meeting by delivering gratitude for all energy
and thoughts he contributed while serving as Director of Exploration
& Development of the Company
2. Respectfully dismissed the following names:
• Mr. Sujit S. Parhar from his position as Independent Commissioner
of the Company
• Mr. Dannif Danusaputro from his position as Commissioner of
the Company
As of the closing of this Meeting, by delivering gratitude for all
contributions of energy and thoughts given while serving as
members of Management of the Company
3. Appointed the following names as members of Management of the
Company:
• Mr. Abdulla Zayed as Independent Commissioner of the Company
• Mr. John Eusebius Iwan Anis as Commissioner of the Company
• Mr. Edwil Suzandi as Director of Exploration &; Development of
the Company
each for one term of office in accordance with the provisions of
the Company’s Articles of Association without due respect to
the rights of the GMS to dismiss them at any time.
PT Pertamina Geothermal Energy Tbk | 9
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4. Relating as referred with numbers 1, 2 and 3, the composition of the
Company’s management is as follows:
Board of Commissioners
President Commissioner/ : Mr. Sarman Simanjorang
Independent Commissioner
Independent Commissioner : Mr. Abdulla Zayed
Commissioner : Mr. John Eusebius Iwan Anis
Commissioner : Mr. Harris
Board of Directors
President Director : Mr. Julfi Hadi
Director of Exploration & : Mr. Edwil Suzandi
Development
Director of Operations : Mr. Ahmad Yani
Director of Finance : Mr. Yurizki Rio
5. Agreed to delegate the authority and power with the substitution
right to the Board of Directors of the Company to take all actions
regarding the change of management of the Company, including but
not limited to making and/or requesting to be made and signing all
deeds, concerning the change of management of the Company and
notifying changes in the corporate data to the Minister of Law and
Human Rights of the Republic of Indonesia
The Company’s meeting was closed at 15.56 p.m. of local time.
Furthermore, in accordance with the resolution of the second agenda of the
Meeting as mentioned concerning the cash dividend payments in an amount of
Rp 1,982,367,600,000 (one trillion nine hundred eighty-two billion three hundred sixty-seven million
six hundred thousand rupiah) or Rp 47,7736410977296 (forty-seven point seven seven three six four
one zero nine seven two nine six rupiah) per share to the Company’s Shareholders, the schedule
and procedures for the distribution of cash dividends for 2023 Fiscal Year were as follows:
10 | Announcement of Summary of Minutes of Annual General Meeting of Shareholders for the 2023 Financial Year
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Distribution Schedule of Cash Dividends
No. Activity Schedule Description
1 Implementation of Annual GMS Tuesday, May 28,
2024
2 Announcement of Summary of Minutes Thursday, May 30,
of Annual GMS Resolutions (relating to 2024
cash dividend distribution) 2 Working Days after the
Annual GMS
3 Announcement of Dividend Payment Thursday, May 30,
Schedule 2024
4 Recording Date Friday, June 7, 2024 8 Market Days after the
Annual GMS
5 End of Stock Trading Period with Dividend Rights (Cum Dividend)
Regular and Negotiation Markets Wednesday, June 5, 2 Market Days prior to
2024 Recording Date
Cash Market Friday, June 7, 2024 Same Market Day as
Recording Date
6 Beginning of Stock Trading Period Without Dividend Rights (Ex Dividend)
Regular and Negotiation Markets Thursday, June 6, 1 Market Day after cum
2024 dividend
Cash Market Monday, June 10, 1 Market Day after cum
2024 dividend
7 Dividend Payment Date Friday, June 28, 2024 No later than 30 Stock
Exchange Days after
Announcement of
Summary of Minutes of
Annual GMS
Procedures for Cash Dividend Distribution
1. The Cash Dividend will be distributed to the Company’s shareholders whose names are recorded
in the Shareholder Register (“DPS”) or recording date on June 7, 2024 and/or the company’s
shareholders in securities accounts at PT Kustodian Sentral Efek Indonesia (“KSEI”) at the
closing of trading on the Indonesia Stock Exchange on June 7, 2024.
2. For shareholders whose shares are listed in the Collective Custody in KSEI, dividend payments in
accordance with the schedule mentioned above will be completed by transfer through KSEI, and
then KSEI will distribute them to the Customer Fund Account (“RDN”) at the Securities Company
PT Pertamina Geothermal Energy Tbk | 11
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or Custodian Bank where the shareholders apply for their securities accounts. Meanwhile, for
shareholders of the Company whose shares are not recorded in KSEI’s collective custody, the
cash dividend payment will be transferred to the Company’s shareholders’ accounts.
3. The Cash Dividend will be subject to tax in accordance with applicable tax laws and regulations.
4. Based on applicable tax laws and regulations, the cash dividend will not be subject to the tax
if received by the shareholders that are domestic corporate taxpayers (“Domestic Corporate
Taxpayer”) and the Company does not withhold Income Tax on the cash dividend paid to the
Domestic Corporate Taxpayers. Cash dividends received by shareholders who are domestic
individual taxpayers (“Domestic Individual Taxpayers”) will not be subject to tax as long as
the dividends are invested in the territory of the Republic of Indonesia. For domestic individual
taxpayers that do not meet the investment requirements as mentioned above, the dividends
received by the persons concerned will be subject to income tax (“PPh”) in accordance with
applicable laws and regulations, and the income tax must be paid by the relevant domestic
individual taxpayers themselves in accordance with the provisions of Government Regulation No.
9 of 2021 concerning Imposition of Tax to Support Ease of Doing Business along with changes
(if any).
5. The Company’s shareholders can receive confirmation of dividend payments through Securities
Companies and/or Custodian Banks where the Company’s shareholders apply for securities
accounts, then the Company’s shareholders must be responsible for submitting report on the
dividend payments in their tax reporting for the relevant tax year in accordance with applicable
tax laws and regulations.
6. For Shareholders of the Company who are Foreign Taxpayers whose tax will be paid using
rates based on the Double Tax Avoidance Agreement (“P3B”) must meet the requirements of
the Regulation of Director General of Tax No. PER-25 / PJ / 2018 concerning Procedures for
Imposing Double Tax Avoidance Approval its amendments (if any), and submit documents or
proofs of DGT receipts / Certificate of Domicile that have been uploaded in Directorate General
of Tax’ website to KSEI or PT Datindo Entrycom as Share Administration Bureau with a deadline
for submission in line with KSEI regulation. Without the document, cash dividend payment will be
subject to 20% tax according to the Article 26 of Income Tax.
Jakarta, May 30, 2024
PT Pertamina Geothermal Energy Tbk
Board of Directors of the Company
12 | Announcement of Summary of Minutes of Annual General Meeting of Shareholders for the 2023 Financial Year
Names mentioned 22 people and organisations named in the text · linked when the evidence is strong
unresolved
org
PT Datindo Entrycom
p.2 ×3
unresolved
org
Financial Services Authority
p.2
unresolved
person
Dannif Danusaputro
p.2 ×2
unresolved
person
Sujit S. Parhar
p.2 ×2
unresolved
person
Ir. Nanette Cahyanie Handari Adi Warsito
p.3 ×2
unresolved
org
PSS
p.4
unresolved
org
Bank Indonesia
p.5
unresolved
—
Fifth
p.7
unresolved
org
Minister of Law and Human Rights
p.8
unresolved
person
Rachmat Hidajat
p.9
unresolved
person
Sarman Simanjorang Independent Commissioner Independent
p.10 ×3
unresolved
person
Edwil Suzandi Development
· Director
p.10 ×3
unresolved
org
Minister of Law
p.10
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.11
unresolved
org
Indonesia Stock Exchange
p.11
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