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20240430_PTRO_Ringkasan Risalah//Risalah RUPS_31631644_lamp1.pdf
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SUMMARY OF MINUTES OF THE EXTRAORDINARY & ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT Petrosea Tbk
(the “Company”)
The Board of Directors of the Company hereby announces that the Company has held an Extraordinary and Annual General
Meeting of Shareholders (the “Meeting”) which can be attended physically present and online through eASY.KSEI application, on:
Day/date : Monday, 29 April 2024
Time : 10:23 – 11:19 WIB
Venue : Indy Bintaro Office Park
Jl. Boulevard Bintaro Jaya Blok B7/A6, Sektor VII, CBD Bintaro Jaya,
South Tangerang
In accordance with the article 22 of the Company’s articles of association, the Meeting was chaired by Osman Sitorus as President
Commissioner concurrently as Independent Commissioner based on the Board of Commissioners Meeting of the Company on 25
April 2024.
Members of the Board of Commissioners and Board of Directors who attend:
The Board of Commissioners
President Commissioner concurrently as Independent Commissioner : Osman Sitorus
Commissioner : Djauhar Maulidi, S.E., M.B.A.
Jenderal Pol (Purn) Drs. Sutanto
Independent Commissioner : Setia Untung Arimuladi S.H., M. Hum.
The Board of Directors
President Director : Michael
Director : Kartika Hendrawan
Ruddy Santoso
Meinar Kusumastuti
Iman Darus Hikhman
Members of the Board of Commissioners who attended online via the eASY.KSEI application
Commissioner : Prof. Ginandjar Kartasasmita
Erwin Ciputra
Based on the Financial Services Authority Regulation No.15/POJK.04/2020 regarding the Plan and Implementation of the General
Meeting of Shareholders of Publicly Listed Companies and prevailing articles of association of the Company, the Meeting can be
held if it is attended and/or represented by the shareholders representing at least:
a. Extraordinary General Meeting of Shareholders: 3/4 of the total number of shares with valid voting rights that have been
issued by the Company as stipulated in article 12 paragraph 3.a of the Company's articles of association.
b. Annual General Meeting of Shareholders: 1/2 of the total number of shares with valid votes which has been issued by the
Company as referred to in article 23 paragraph 2.a of the Company’s articles of association.
The meeting was attended by shareholders or their proxies, who attended through the eASY.KSEI application, proxies to PT
Datindo Entrycom (Securities Administration Bureau), or were present in person at the Meeting:
a. Extraordinary General Meeting of Shareholders : 889,351,667 shares or 89.68%.
b. Annual General Meeting of Shareholders : 889,361,867 shares or 89.68%.
of the total 991,664,500 shares which are the result of a reduction from the treasury stock of 16,940,500 according to the
register of shareholders on 4 April 2024.
Therefore, the provisions regarding the quorum the Meeting attendance was fulfilled, and the Meeting was valid and could make
legal and binding resolutions.
The Agenda for the Extraordinary General Meeting of Shareholders (EGMS)
1. Approval to transfer and/or guarantee more than 50% of the Company's net assets as collateral for debts on behalf of the
Company, which debts are obtained or will be obtained from banking sources or other creditors.
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The Agenda for the Annual General Meeting of Shareholders (AGMS)
1. Submission and approval of the annual report and accountability report of the Board of Directors and report on the
supervisory duties of the Board of Commissioners for the financial year ending 31 December 2023 (“Fiscal Year 2023”).
2. Submission and ratification of the Company's consolidated financial statements for the 2023 Fiscal Year.
3. Approval of the use of the Company's net profit for Fiscal Year 2023.
4. Appointment of a Public Accountant and Public Accounting Firm to audit the Company's consolidated financial statements
for the financial year ending 31 December 2024.
5. Approval of the changes in the composition of the Company’s Board of Commissioners and Board of Directors.
6. Determination of remuneration for members of the Company's Board of Commissioners and Board of Directors for 2024.
The Elaboration of the Meeting’s Code of Conduct and Current Condition of the Company
The principles of the Meeting’s code of conduct have been read prior discussing the agenda of the Meeting, and the chairman of
the Meeting has also conveyed the latest general conditions of the Company and provided information regarding the decision-
making mechanism as well as procedures for exercising shareholder rights to inquire questions and submit opinions.
The Opportunity for Questions and Answers During the Meeting
For each agenda of the Meeting, the Chairman of the Meeting gave an opportunity to the Company’s shareholders and/or their
proxy who physically attended to raise a question and/or give an opinion regarding the agenda of the Meeting, which was
discussed.
The questions, which was raised by the shareholders and/or its valid proxy during the Meeting and were noted by the Notary in
the Company’s Minutes of Meeting:
Agenda of the EGMS Agenda 1 No question being raised
Agenda of the AGMS Agenda 1 No question being raised
Agenda 2 No question being raised
Agenda 3 No question being raised
Agenda 4 No question being raised
Agenda 5 No question being raised
Agenda 6 No question being raised
Decision Making Mechanism
All decisions were made based on deliberation to reach consensus and in the event the deliberation did not reach consensus,
therefore the decision was taken by voting. The decision was taken by voting which was conveyed by the shareholders through: (i)
the Electronic General Meeting System KSEI or eASY.KSEI in https://akses.ksei.co.id which was provided by PT Kustodian Sentral
Efek Indonesia; (ii) granting of power of attorney to the Company's Securities Administration Bureau, namely PT Datindo
Entrycom; as well as (iii) who are physically present at the Meeting.
Independent Party for Vote Counting
The Company appointed independent parties, namely Notary Shanti Indah Lestari, S.H., M.Kn. and PT Datindo Entrycom in
conducting counting and/or voting validation.
MEETING RESOLUTIONS
I. The Agenda of EGMS
Approval to transfer and/or guarantee more than 50% of the Company's net assets as collateral for debts on behalf of the
Company, which debts are obtained or will be obtained from banking sources or other creditors.
Total Shares Represented at the Meeting
889,351,667 shares or 89.68%
Disagree Agree Agree Total Agree Vote
4,034,500 shares or 0.45% 400 shares or 0.0000450% 885,316,767 shares or 885,317,167 shares or
99.55% 99.55%
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Resolution:
1. To approve the transfer and/or guarantee more than 50% of the Company's net assets as collateral for debt including
but not limited to:
(1) pledge of part or all of the bank accounts owned by the Company and/or the Company's subsidiaries;
(2) fiduciary on the insurance or claims of the Company and/or the Company's subsidiaries; and
(3) guarantees or collateral or other material guarantees for the assets or assets of the Company and/or other
subsidiaries of the Company, both movable and immovable, both tangible and intangible, to guarantee the debts
and/or obligations of the Company and/or subsidiaries of the Company in connection with:
(a) financing, loans, funding, credit and/or facilities by banks or other creditors, which will be obtained or have
been obtained by the Company and/or the Company's subsidiaries, and/or
(b) in connection with the implementation of the project in accordance with the business activities of the
Company and/or the Company's subsidiaries.
2. To give authority and power with substitution rights to the Board of Directors of the Company to take all actions related
to the resolutions of this Extraordinary GMS, including but not limited to making or requesting to make and sign all
deeds in connection with the decisions of this Extraordinary GMS.
II. The Agenda of AGMS
II. 1. First Agenda
Submission and approval of the annual report and accountability report of the Board of Directors and report on the
supervisory duties of the Board of Commissioners for the financial year ending 31 December 2023 (“Fiscal Year 2023”).
Total Shares Represented at the Meeting
889,361,867 shares or 89.68%
Disagree Agree Agree Total Agree Vote
No shareholders and/or No shareholders and/or 889,361,867 shares or 889,361,867 shares or
their proxies who their proxies abstained 100% 100%
disagree
Resolution of the First Agenda:
1. To accept the Board of Directors’ Management and Board of Commissioners’ Supervisory Reports in accordance with
the running and administration of the Company for the fiscal year ended 31 December 2023 (the “Fiscal Year 2023”).
2. To give full relief (acquit et de charge) to the Company’s Board of Commissioners for its supervisory duties and to the
Company’s Board of Directors for its management duties in 2023, as long as such actions were reflected in the
Company’s Financial Report for the Fiscal Year 2023.
3. To accept the Company’s Annual Report for the Fiscal Year 2023.
II. 2. Second Agenda
Submission and ratification of the Company's consolidated financial statements for the 2023 Fiscal Year.
Total Shares Represented at the Meeting
889,361,867 shares or 89.68%
Agree Agree Agree Agree
No shareholders and/or No shareholders and/or 889,361,867 shares or 889,361,867 shares or
their proxies who disagree their proxies abstained 100% 100%
Resolution of the Second Agenda
To ratify the Financial Position Report and Comprehensive Profit Report of the Company for the Fiscal Year 2022, which was
audited by Public Accounting Firm Imelda & Rekan with fair opinion in all materials as described in the report No.
00107/2.1265/AU.1/02/1428-2/1/III/2024 dated 27 March 2024.
II. 3. Third Agenda
Approval of the use of the Company's net profit for Fiscal Year 2023.
Total Shares Represented at the Meeting
889,361,867 shares or 89.68%
Disagree Agree Agree Total Agree Vote
No shareholders and/or 200 shares or 0.000025% 889,361,667 shares or 889,361,867 shares or
their proxies who disagree 99.99% 100%
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Resolution of the Third Agenda
1. Approved the determination of the use of profits attributable to owners of the company for the 2023 Financial Year
which was recorded at US$12.20 million as follows:
- Distributed as cash dividends of US$3,050,000 or US$0,00308 per share at an exchange rate based on the middle
rate determined by Bank Indonesia on 14 May 2024 or Recording Date, for 991,664,500 outstanding shares
excluding treasury stock of 16,940.500 shares.
- The remaining profits attributable to the owners of the company for the 2023 Financial Year after deducting cash
dividends, will be recorded as retained earnings, in order to strengthen the Company's capital.
2. The dividend distribution schedule is as follows:
• End of the trading period which still contains dividend or cum dividend rights, are:
- For Regular & Negotiation Markets, on 8 May 2024.
- For Cash Market, on 14 May 2024.
• The beginning of the trading period without dividend or ex dividend rights, is:
- For Regular & Negotiation Markets, on 13 May 2024
- For Cash Market, on 15 May 2024.
• Determination of the list of shareholders who are entitled to cash dividends or Recording Date is 14 May 2024.
• Date of Payment or Distribution of Dividend on 30 May 2024.
3. To grant the power of attorney to the Board of Directors to determine the procedure for distributing dividends and all
necessary actions for that purpose.
II. 4. Forth Agenda
Appointment of a Public Accountant and Public Accounting Firm to audit the Company's consolidated financial statements
for the financial year ending 31 December 2024.
Total Shares Represented at the Meeting
889,361,867 shares or 89.68%
Disagree Agree Agree Total Agree Vote
2,690,700 shares or 0.30% No shareholders and/or 886,671,167 shares or 886,671,167 shares or
their proxies abstained 99.70% 99.70%
Resolution of the Forth Agenda
To give proxy and authorization to the Company’s Board of Commissioners to appoint the Public Accountant and/or Public
Accounting Firm of the Company that will audit the Company’s financial report for the fiscal year ended 31 December 2024,
by taking into account that the appointed Public Accountant and/or Public Accounting Firm has an experience and
international reputation to conduct audit, good credibility and register at the Financial Services Authority as well as taking
into account the Board of Directors and Audit Committee recommendation of the Company.
II. 5. Fifth Agenda
Approval of the changes to the composition of the Company’s Board of Commissioners and Board of Directors.
Because there are no proposals for new nominations to change the composition of the Company's Board of Directors and
Board of Commissioners from Shareholders and/or Shareholder Proxies, the Company informed the Meeting that for this
Fifth Meeting Agenda no discussion and decision making will be carried out.
II. 6. Sixth Agenda
Determination of remuneration for the members of the Company's Board of Commissioners and Board of Directors for 2024
Total Shares Represented at the Meeting
889,361,867 shares or 89.68%
Disagree Agree Agree Total Agree Vote
859,300 shares or 0.10% No shareholders and/or 888,502,567 shares or 888,502,567 shares or
their proxies abstained 99.90% 99.90%
Resolution of the Sixth Agenda
1. To give authorization to the Board of Commissioners to determine the amount of remuneration for the members of the
Company’s Board of Directors for the fiscal year 2024, with the recommendation from the Nomination & Remuneration
Committee; and
2. To accept the amount of remuneration for the Board of Commissioners is the same as 2023, or conduct an adjustment if
necessary, in accordance with the recommendation from the Nomination & Remuneration Committee which will be
further determined by the Board of Commissioners.
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To give authority and power with substitution rights to the Company’s Board of Directors to take any actions in connection with
the Meeting including but not limited to make or request as well as to sign any deed covering the resolutions of this Meeting.
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SCHEDULE & PROCEDURES FOR DISTRIBUTION OF CASH DIVIDEND
Furthermore, in accordance with the decisions on the agenda for the 3 rd AGMS as mentioned above, the meeting has decided to
approve the use of profits attributable to owners of the company as cash dividends amounting to US$3,050,000 or US$0.00308
per share at an exchange rate based on the middle rate determined by Bank Indonesia on 14 May 2024 or recording date, for
991,664,500 shares outstanding excluding treasury stock of 16,940,500 shares.
Therefore, we hereby notify the schedule & procedures for distributing cash dividends as follows:
Cash Dividend Distribution Schedule
No. Remarks Date
1. Last Date Of The Trading Period With Dividend Rights (Cum Dividends)
• Regular and Negotiation Markets 8 May 2024
• Cash Market 14 May 2024
2. First Date Of The Trading Period Without Dividend Rights (Ex Dividends)
• Regular and Negotiation Markets 13 May 2024
• Cash Market 15 May 2024
3. The Shareholders List who entitled to receive Dividend (Recording Date) 14 May 2024
4. Dividend Payment Date 30 May 2024
Procedure for Distribution of Cash Dividends
1. Cash dividends will be distributed to the Company's shareholders whose names are registered in the Register of
Shareholders ("DPS") or recording date on 14 May 2024 and/or Shareholders of the company in the securities account at PT
Kustodian Sentral Efek Indonesia ("KSEI") at the closing trading on the Indonesia Stock Exchange on 14 May 2024.
2. For the Company's shareholders whose shares are placed in KSEI's collective custody, cash dividend payments will be made
through KSEI and will be distributed on 30 May 2024 to the Customer Fund Account (RDN) at the Securities Company and or
Custodian Bank where the Shareholders open a securities account. Whereas for the Company's shareholders whose shares
are not included in KSEI's collective custody, cash dividend payments will be transferred to the account of the Company's
shareholders. For this reason, the shareholders are required to inform the bank account number to PT Datindo Entrycom,
(BAE) with the address Jl. Hayam Wuruk No. 28, Jakarta 10120, Tel. 021 3508077, email: sc@datindo.com no later than 14
May 2024 at 15.00 WIB. If by 14 May 2024 the shareholder has not notified the bank account number to the BAE, the
dividend will be transferred by the Company after the BAE receives the bank account number from the shareholder.
3. The Cash Dividend will be taxed in accordance with the applicable tax laws and regulations.
4. Based on the applicable tax laws and regulations, the cash dividend will be excluded from the tax object if it is received by
domestic corporate taxpayer shareholders (“WP Badan DN”) and the Company does not withhold income tax on cash
dividends paid to WP Badan DN. the. Cash dividends received by domestic individual taxpayer shareholders (“WPOP DN”)
will be excluded from the tax object as long as the dividends are invested in the territory of the Unitary State of the Republic
of Indonesia. For WPOP DN who do not comply with the investment conditions as mentioned above, the dividends received
by the person concerned will be subject to income tax ("PPh") in accordance with applicable laws and regulations, and the
PPh must be paid by the WPOP DN in accordance with the provisions of Government Regulation No. 9 of 2021 regarding the
Tax Treatment to Support Ease of Doing Business.
5. The Company's shareholders can obtain confirmation of dividend payments through a securities company and or custodian
bank where the Company's shareholders open a securities account, then the Company's shareholders are required to be
responsible for reporting the receipt of dividends referred to in tax reporting in the relevant tax year in accordance with
applicable tax laws and regulations. Apply.
6. For the Company's Shareholders who are Foreign Taxpayers whose tax deduction will use the rate based on the Agreement
on the Avoidance of Double Taxation ("P3B") must comply with the requirements of the Director General of Taxes Regulation
No. PER-25/PJ/2018 regarding the Procedures for Implementing Double Taxation Avoidance Agreements and submitting
DGT/SKD proof of receipt documents that have been uploaded to the Directorate General of Taxes website to KSEI or BAE PT
Datindo Entrycom by the deadline for submission in accordance with KSEI rules and regulations, without the aforementioned
documents, cash dividends paid will be subject to Income Tax Article 26 of 20%.
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This summary is prepared in Indonesian and English languages. In the event that there is a difference in interpreting the
information notified in the Indonesian and English languages, the Indonesian language version must be used as a reference
South Tangerang, 30 April 2024
Board of Directors
PT Petrosea Tbk
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Names mentioned 18 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Jenderal Pol (Purn) Drs. Sutanto Independent
p.1
unresolved
person
Prof. Ginandjar Kartasasmita Erwin Ciputra Based
p.1 ×2
unresolved
org
Financial Services Authority
p.1 ×2
unresolved
org
PT Datindo Entrycom
p.1 ×5
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.2 ×3
unresolved
person
Notary Shanti Indah Lestari
p.2
unresolved
org
Public Accounting Firm Imelda & Rekan
p.3
unresolved
org
Bank Indonesia
p.4 ×2
unresolved
org
Indonesia Stock Exchange
p.5
unresolved
org
Directorate General of Taxes
p.5
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