Back to announcement
20260429_PTRO_Ringkasan Risalah//Risalah RUPS_32074939_lamp3.pdf
RUPS minutes Needs review PTROSource file signed link, expires in 15 minutes
Extracted text 5
Page 1
SUMMARY OF MINUTES OF THE 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 Annual General Meeting of Shareholders
(the “Meeting”) which can be attended physically present and online through eASY.KSEI application, on:
Day/date : Thursday, 9 April 2026
Time : 09:18 – 10:12 WIB
Venue : Wisma Barito Pacific
Jl. Let. Jend. S. Parman Kav. 62-63
West Jakarta
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
8 April 2026.
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.
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 : Jenderal Pol (Purn) Drs. Sutanto
Based on the POJK 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 may be held if shareholders are
present and/or represented at the meeting, constituting more than 1/2 of the total number of shares with valid voting rights that
have been issued by the Company, as stipulated in Article 23 paragraph 2.a. of the Company’s Articles of Association.
The meeting was attended by shareholders or their proxies, who were present in person, participated through the eASY.KSEI
application, or granted proxy to PT Datindo Entrycom (the Share Registrar), representing a total of 7,492,729,091 shares or
74.2880423% of the total 10,086,050,000 shares, in accordance with the Shareholders Register (DPS) as of 16 April 2026.
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 Meeting
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 2025 (“Fiscal Year 2025”).
2. Submission and ratification of the Company's consolidated financial statements for the 2025 Fiscal Year.
3. Approval of the use of the Company's net profit for Fiscal Year 2025.
4. Appointment of a Public Accountant and/or Public Accounting Firm to audit the Company's consolidated financial statements
for the financial year ending 31 December 2026.
5. Approval of changes in the composition of the Board of Commissioners and/or Board of Directors of the Company.
6. Determination of remuneration for members of the Company's Board of Commissioners and Board of Directors for 2026.
7. Report on the Realization of the Use of Proceeds from Sustainable Public Offering I of Bonds and Sukuk Ijarah.
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 to 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.
1
Page 2
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.
There is no questions, which was raised by the shareholders and/or its valid proxy during the Meeting and has been noted by the
Notary in the Company’s Minutes of Meeting.
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 Aulia Taufani, S.H., M.Kn. and PT Datindo Entrycom in conducting
counting and/or voting validation.
MEETING RESOLUTIONS
I. The First Agenda of The Meeting
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 2025 (“Fiscal Year 2025”).
Total Shares Represented at the Meeting
7,492,729,091 shares or 74.2880423%
Disagree Agree Agree Total Agree Vote
300 shares or 0.0000040% 9,400 shares or 7,492,719,391 shares or 7,492,728,791 shares or
0.0001255% 99.9998705% 99.9999960%
Resolution of the First Agenda Item of the Meeting
1. To approve the annual report and the accountability report of the Board of Directors, as well as the supervisory report
of the Board of Commissioners regarding the operations and administration of the Company for the financial year
ending 31 December 2025 (hereinafter referred to as the “Financial Year 2025”).
2. To grant full acquit et de charge to the Board of Commissioners of the Company for the performance of its supervisory
duties and to the Board of Directors of the Company for the performance of its management duties during the financial
year 2025, to the extent that such actions are reflected in the Company’s Financial Statements for the financial year
2025.
3. To approve and accept the Company’s Annual Report for the financial year 2025.
4. To grant authority to the Board of Directors of the Company, with the right of substitution, to formalize the resolutions
relating to the First agenda item of the Meeting in a separate Notarial deed and to notify the relevant authorities
thereof.
II. The Second Agenda of The Meeting
Submission and ratification of the Company's consolidated financial statements for the 2025 Fiscal Year.
Total Shares Represented at the Meeting
7,492,729,091 saham atau 74.2880423%
Disagree Agree Agree Total Agree Vote
300 shares or 0.0000040% 9,400 shares or 7,492,719,391 shares or 7,492,728,791 shares or
0.0001255% 99.9998705% 99.9999960%
Resolution of the Second Agenda Item of the Meeting
1. To approve the Company’s Consolidated Financial Statements for the Financial Year 2025, which have been audited by
Public Accountant Liana Ramon Xenia & Partners, with an unqualified opinion in all material respects as set forth in the
Independent Auditor’s Report No. 00036/2.1460/AU.1/02/1428-4/1/III/2026 dated 2 March 2026.
2
Page 3
III. The Third Agenda of The Meeting
Approval of the use of the Company's net profit for Fiscal Year 2025.
Total Shares Represented at the Meeting
7,492,729,091 saham atau 74.2880423%
Disagree Agree Agree Total Agree Vote
511,000 shares or 9,600 shares or 7,492,208,491 shares or 7,492,218,091 shares or
0.0068199% 0.0001281% 99.9930519% 99.9931801%
Resolution of the Third Agenda Item of the Meeting
To approve that the entire net profit of the Company for the Financial Year 2025 be retained as retained earnings in order to
strengthen the Company’s capital and support its sustainable business growth.
IV. The Fourth Agenda of The Meeting
Appointment of a Public Accountant and/or Public Accounting Firm to audit the Company's consolidated financial
statements for the financial year ending 31 December 2026.
Total Shares Represented at the Meeting
7,492,729,091 saham atau 74.2880423%
Disagree Agree Agree Total Agree Vote
500 shares or 0.0000067% 9,000 shares or 7,492,719,591 shares or 7,492,728,591 shares or
0.0001201% 99.9998732% 99.9999933%
Resolution of the Fourth Agenda Item of the Meeting
1. To approve the appointment of Public Accountant Kasman and the Public Accounting Firm Liana Ramon Xenia & Rekan,
a member of Deloitte Touche Tohmatsu Limited, to provide audit services for the Company’s consolidated financial
statements and those of its subsidiaries for the year ending 31 December 2026.
2. To recommend granting authority to the Board of Commissioners of the Company to determine the amount of audit
fees, any necessary expansion of the scope of work, and other reasonable terms and conditions for the said Public
Accounting Firm.
3. To grant authority and power to the Board of Commissioners of the Company to appoint a replacement Public
Accountant and/or Public Accounting Firm if, for any reason, the appointed Public Accounting Firm and/or Public
Accountant is unable to complete the audit of the Company’s consolidated financial statements and those of its
subsidiaries as of 31 December 2026.
V. The Fifth Agenda of The Meeting
Approval of changes in the composition of the Board of Commissioners and Board of Directors of the Company.
Total Shares Represented at the Meeting
7,492,729,091 shares or 74.2880423%
Disagree Agree Agree Total Agree Vote
145,632,219 shares or 9,700 shares or 7,347,087,172 shares or 7,347,096,872 shares or
1.9436472% 0.0001295% 98.0562233% 98.0563528%
Resolution of the Fifth Agenda Item of the Meeting
1. To approve the reappointment of:
• Bapak Osman Sitorus as President Commissioner concurrently as Independent Commissioner
• Bapak Erwin Ciputra as Commissioner
• Bapak Djauhar Maulidi as Commissioner
• Bapak Prof. Ginandjar Kartasasmita as Commissioner
• Bapak Jenderal Pol (Purn.) Drs. Sutanto as Commissioner
• Bapak Dr. Setia Untung Arimuladi S.H., M. Hum as Commissioner
• Bapak Michael as President Director
• Bapak Kartika Hendrawan as Director
• Bapak Ruddy Santoso as Director
• Ibu Meinar Kusumastuti as Director
• Bapak Iman Darus Hikhman as Director
Effective as of the closing of the Meeting, with a term of office following that of the Board of Directors and the Board of
Commissioners in accordance with the Company’s Articles of Association, i.e., until the closing of the Company’s Annual
General Meeting of Shareholders to be held in 2029, without prejudice to the right of the General Meeting of Shareholders
to dismiss members of the Board of Commissioners and the Board of Directors at any time.
3
Page 4
2. The composition of the Company’s Board of Commissioners and Board of Directors is as follows:
Board of Commissioners:
President Commissioner concurrently Independent Commissioner : Osman Sitorus
Commissioner : Erwin Ciputra
Commissioner : Djauhar Maulidi
Commissioner : Prof. Ginandjar Kartasasmita
Commissioner : Jenderal Pol (Purn.) Drs. Sutanto
Independent Commissioner : Dr. Setia Untung Arimuladi, S.H., M.Hum.
Board of Directors:
President Director : Michael
Director : Kartika Hendrawan
Director : Ruddy Santoso
Director : Meinar Kusumastuti
Director : Iman Darus Hikhman
Each member is appointed for a term of office up to the closing of the Company’s Annual General Meeting of
Shareholders in 2029, without prejudice to the rights of the General Meeting of Shareholders to dismiss any member of
the Board of Commissioners at any time.
VI. The Sixth Agenda of The Meeting
Determination of remuneration for members of the Company's Board of Commissioners and Board of Directors for 2026.
Total Shares Represented at the Meeting
7,492,729,091 shares or 74.2880423%
Disagree Agree Agree Total Agree Vote
1,287,140 shares or 10,000 shares or 7,491,431,951 shares or 7,491,441,951 shares or
0.0171785% 0.0001335% 99.982688% 99.9828215%
Resolution of the Sixth Agenda Item of the Meeting
1. To grant authority to the Board of Commissioners to determine the amount of remuneration for the members of the
Company’s Board of Directors for the Financial Year 2026, taking into account the recommendations of the Nomination
& Remuneration Committee.
2. To approve that the remuneration of the Company’s Board of Commissioners be set at the same level as in 2025, or
adjusted if necessary in accordance with the recommendations of the Nomination & Remuneration Committee, to be
subsequently determined by the Board of Commissioners.
VII. The Seventh Agenda of The Meeting
As this agenda item of the AGMS constitutes compliance with the provisions of POJK No. 40 of 2025 concerning the Use of
Proceeds from Public Offerings and is for reporting purposes only, no approval from the shareholders is required.
The report presented to the shareholders and/or their proxies is as follows:
Report on the realization of the use of proceeds from Petrosea’s Sustainable Public Offering I of Bonds and Sukuk Ijarah
Phase I Year 2024 as of 30 June 2025 is as follows:
1. For Bonds, the total proceeds from the public offering amounted to Rp 1 trillion, from which public offering
expenses of Rp 9,588,600,000 (nine billion five hundred eighty-eight million six hundred thousand rupiah) were
deducted. The proceeds have been fully utilized, with details of utilization as presented on the presentation screen.
2. For Sukuk Ijarah, the total proceeds from the public offering amounted to Rp 500 billion, from which public offering
expenses of Rp 4,626,950,000 (four billion six hundred twenty-six million nine hundred fifty thousand rupiah) were
deducted. The proceeds have been fully utilized, with details of utilization as presented on the presentation screen.
Report on the realization of the use of proceeds from Petrosea’s Sustainable Public Offering I of Bonds and Sukuk Ijarah
Phase II Year 2025 as of 30 June 2025 is as follows:
1. For Bonds, the total proceeds from the public offering amounted to Rp 1 trillion, from which public offering
expenses of Rp 7,362,494,667 (seven billion three hundred sixty-two million four hundred ninety-four thousand six
hundred sixty-seven rupiah) were deducted. The proceeds have been fully utilized, with details of utilization as
presented on the presentation screen.
4
Page 5
2. For Sukuk Ijarah, the total proceeds from the public offering amounted to Rp 500 billion, from which public offering
expenses of Rp 3,636,079,833 (three billion six hundred thirty-six million seventy-nine thousand eight hundred
thirty-three rupiah) were deducted. The proceeds have been fully utilized, with details of utilization as presented
on the presentation screen.
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
Jakarta, 10 April 2026
Board of Directors
PT Petrosea Tbk
5
Names mentioned 21 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Jenderal Pol (Purn) Drs. Sutanto Based
p.1
unresolved
org
PT Datindo Entrycom
p.1 ×3
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.2
unresolved
person
Notary Aulia Taufani
p.2
unresolved
org
Public Accountant Liana Ramon Xenia & Partners
p.2
unresolved
org
Public Accounting Firm Liana Ramon Xenia & Rekan
p.3
unresolved
org
Deloitte Touche Tohmatsu Limited
p.3
unresolved
person
Prof. Ginandjar Kartasasmita
· Commissioner
p.3 ×2
unresolved
—
M. Hum
· Commissioner
p.3
unresolved
person
Jenderal Pol (Purn.) Drs. Sutanto Independent
p.4
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
Rule parser
Needs review
confidence 0.000
427 ms
12 Sep 2026 22:29
no RUPS minutes content - likely misclassified