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20260430_PGAS_Pemanggilan RUPS_32076321_lamp3.pdf
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INVITATION OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT PERUSAHAAN GAS NEGARA (PERSERO) TBK
The Board of Directors of PT Perusahaan Gas Negara (Persero) Tbk (the “Company“) hereby invites the Company’s Shareholders to attend the
Annual General Meeting of Shareholders (the “Meeting“), which will be held on:
Day / Date : Friday, May 22nd, 2026
Time : 14:00 WIB – onwards
Venue : Auditorium Graha PGAS, 2nd Floor
K.H. Zainul Arifin St, Number 20
West Jakarta, 11140
Agendas of the Meeting
1. Approval of the Company’s Annual Report and ratification of the Company’s Consolidated Financial Statements, approval of the Board of
Commissioners’ Supervisory Report, and ratification of the Financial Statements of the Micro and Small Business Funding Program (“PUMK”)
for Fiscal Year 2025, as well as the granting of full release and discharge (volledig acquit et de charge) to the Board of Directors for their
management actions and to the Board of Commissioners for their supervisory actions performed during Fiscal Year 2025;
2. Approval of the appropriation of the Company’s net profit for Fiscal Year 2025;
3. The Determination of salaries/honoraria, including facilities and allowances for Fiscal Year 2026, as well as performance remuneration for
Fiscal Year 2025 for the Company’s Management;
4. Appointment of a Public Accountant and/or Public Accounting Firm to audit the Company’s Consolidated Financial Statements and the
Financial Statements of the PUMK Program for Fiscal Year 2026;
5. Delegation of authority to approve the Company’s Work Plan and Budget (RKAP) for Fiscal Year 2027, including any amendments thereto,
from the GMS to the party designated by the GMS;
6. The Amendment to the Company’s Articles of Association;
7. Addition of business activities by PT Pertamina Gas (Amendment to Article 3 of PT Pertamina Gas’ Articles of Association) in accordance
with Financial Services Authority regulations;
8. Approval of the special assignment from the Central Government for the management of the State Budget-funded natural gas network; and
9. Changes in the Composition of the Company’s Management.
Explanation of the Agenda
1. The First Agenda Item through the Fourth Agenda Item constitute the Company’s routine agenda items at the Annual General Meeting of
Shareholders, in accordance with the provisions of the Company’s Articles of Association, Law No. 40 of 2007 regarding Limited Liability
Companies as amended by Law No. 6 of 2023 concerning the Stipulation of Government Regulation in Lieu of Law No. 2 of 2022 regarding
Job Creation as Law, and Law No. 19 of 2003 regarding State-Owned Enterprises, as lastly amended by Law No. 16 of 2025 concerning
the Fourth Amendment to Law No. 19 of 2003 regarding State-Owned Enterprises (“SOE Law”).
2. The Fifth Agenda Item is proposed in follow-up to the implementation of Article 15G paragraphs (2) and (5) of the SOE Law, which principally
stipulates that the Company’s Work Plan and Budget (RKAP) shall be approved by the General Meeting of Shareholders (“GMS”). In this
regard, and considering the need for agility and effective decision-making by the Company while maintaining risk mitigation and the principles
of Good Corporate Governance, the Company deems it necessary to delegate the authority of the GMS to approve the RKAP for Fiscal Year
2027 to an appointed party.
3. The Sixth Agenda Item is proposed in order to align Article 3 of the Company’s Articles of Association with Statistics Indonesia Regulation No. 7
of 2025 concerning the Indonesian Standard Industrial Classification (KBLI) (“BPS Regulation 7/2025”). This adjustment is made to fulfill a
legal obligation that must be completed no later than six (6) months from the effective date of BPS Regulation 7/2025 on 18 December 2025.
4. The Seventh Agenda Item is proposed in relation to the planned addition of business activities of the Company’s Controlled Entity, namely
PT Pertamina Gas, in the field of New & Renewable Energy (KBLI 20112: Industrial Gas Industry, including hydrogen). Financial Services
Authority Regulation No. 17/POJK.04/2020 concerning Material Transactions and Changes in Business Activities requires that if the
Company’s Controlled Entity contributes revenue exceeding 20% of the Company’s consolidated revenue, any change in the business activities
of such Controlled Entity requires approval at the Company’s GMS in its capacity as a Public Company. On 15 April 2026, the Company has
made an Information Disclosure simultaneously with the announcement of the Company’s Annual GMS.
5. The Eighth Agenda Item is proposed in relation to the Ministry of Energy and Mineral Resources’ plan to assign a special mandate to the
Company for the management of the State Budget-funded natural gas network. Pursuant to the SOE Law, any special assignment from the
Central Government to a State-Owned Enterprise requires approval of the GMS.
6. The ninth agenda item of the Meeting is conducted in accordance with the provisions of Article 11 paragraph (6) and Article 14 paragraph
(7) of the Company’s Articles of Association, which essentially stipulate that the Board of Directors and the Board of Commissioners are
appointed and dismissed by the GMS.
www.pgn.co.id
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General Provisions
1. The Company does not send separate invitation to each of its Shareholders as this invitation constitutes an official invitation, in accordance
with the provision stipulated in Article 17 paragraph (1) juncto Article 52 paragraph (1) of Regulation of Financial Service Authority (“OJK
Regulation”) Number 15/POJK.04/2020 concerning the Planning and Implementation of General Meeting of Shareholders of Public
Companies.
2. Company’s Shareholders who are eligible to attend or be represented and vote at the Meeting are those whose names are recorded in the
Company’s Register of Shareholders or holders of securities account balances at Collective Depository of PT Kustodian Sentral Efek Indonesia
(“KSEI”) on Wednesday, April 29th, 2026 at 16:00 Western Indonesia Time.
3. Company’s Shareholders unable to attend may be represented by a proxy, provided that members of the Board of Directors, Board of
Commissioners, and employees of the Company may not act as proxies in this Meeting.
4. Shareholders may attend the Meeting electronically via the KSEI system (“eASY.KSEI”) in the web https://easy.ksei.co.id provided by KSEI, or
grant power of attorney to other parties either electronically through the eASY.KSEI application or in writing. Electronic registration will be open
from the date of this Meeting Notice and will close no later than 30 (thirty) minutes before the Meeting.
5. In accordance with OJK Regulation Number 14 of 2025 concerning the Implementation of General Meetings of Shareholders, General
Meetings of Bondholders, and General Meetings of Sukuk Holders Electronically, and KSEI Regulation Number XI-B of 2022 on the Procedures
for Conducting General Meetings of Shareholders Electronically with Voting via eASY.KSEI, Company’s Shareholders may grant power of
attorney to the Proxy provided by the Company through the eASY.KSEI application by following the procedures below:
a. Company’s Shareholders must be previously registered in the Facility of Securities Ownership Reference of KSEI (“AKSes KSEI”). If the
Company’s Shareholders are not yet registered, the Company’s Shareholders are kindly requested to register in the web
https://akses.ksei.co.id.
b. For Company’s Shareholders who are registered as AKSes KSEI users, can grant their power of attorney and vote electronically (e-Proxy
and e-Voting) through eASY.KSEI in the web https://easy.ksei.co.id. Detailed instructions on proxy delegation from Shareholders can follow
the eASY.KSEI’s guide – Operations for Shareholder.
c. The period of time for the Company’s Shareholders to declare their power of attorney and vote, make changes to the appointment of the
Proxy and/or to the votes for each agenda of the Meeting, or revoke their power of attorney, is from the date of the Meeting Invitation until
no later than one (1) working day prior to the date of the Meeting, which is Thursday, May 21st, 2026.
d. Guidance for registration, utilization and further explanation regarding eASY.KSEI are also uploaded to the Company’s website in the web
https://easy.ksei.co.id and https://akses.ksei.co.id.
e. Any delay or failure in the electronic registration process as referred above, 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 calculated as the attendance quorum at the
Meeting.
6. In the event that the Shareholders will attend the Meeting by means other than the eASY.KSEI mechanism, then the Shareholders could
download a power of attorney document from the Company's website and send the completed document along with proof of identity to:
dm@datindo.com. After which the original power of attorney must be submitted to the Company's Securities Administration Bureau, namely PT
Datindo Entrycom which address is at Hayam Wuruk St, Number 28 2nd floor, Jakarta 10220 no later than three (3) working days before the
date of the Meeting or Tuesday, May 19th, 2026.
7. Shareholders or their proxies attending the Meeting physically are required to present the following documents to the registration officer before
entering the Meeting venue:
a. Individual Shareholders must present a copy of their Identity Card or other valid identification;
b. Shareholders that are legal entities must present a copy of their articles of association and the latest management composition; and
c. For Shareholders whose shares are deposited in the Collective Depository of KSEI, are required to show an original KTUR (Konfirmasi
Tertulis Untuk Rapat), which can be obtained from the securities company or the custodian bank where the Shareholder opens his/her
securities account.
8. The Company provides meeting material to the Meeting which can be downloaded from the Company’s website from the date of this invitation.
9. For the orderliness of the Meeting, the Company's Shareholders or their proxies are requested to complete registration no later than 30 (thirty)
minutes before the Meeting begins. Those arriving after registration has closed will not be allowed to attend the Meeting.
Jakarta, April 30th, 2026
Board of Directors
PT Perusahaan Gas Negara (Persero) Tbk
www.pgn.co.id
Names mentioned 8 people and organisations named in the text · linked when the evidence is strong
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person
K.H. Zainul Arifin St
p.1
unresolved
org
PT Pertamina Gas
p.1 ×2
unresolved
org
PT Pertamina Gas’ Articles
p.1
unresolved
org
Financial Services Authority
p.1 ×2
unresolved
org
Ministry of Energy and Mineral Resources’
p.1
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.2
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org
PT Datindo Entrycom
p.2
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