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 28th, 2025 at 14:29 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 : Fadjar Harianto Widodo
Director of Commercial : Ratih Esti Prihatini Director of Strategy and Business Development : Rosa Permata Sari Director of Infrastructure dan Technology : Harry Budi Sidharta
Director of Risk Management : Arief Kurnia Risdianto
Director of HR and Business Support : Rachmat Hutama
President Commissioner and Independent Commissioner : Amien Sunaryadi Independent Commissioner : Abdullah Aufa Fuad
Independent Commissioner : Tony Setia Boedi Hoesodo
Independent Commissioner : Christian H. Siboro
Independent Commissioner : Dini Shanti Purwono
The Meeting was represented by 18.683.268.753 of shares including Series A Dwiwarna Shares, with legal vote rights or equal to 77,0713959% 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-10/D-KOM/2025 dated May 25th, 2025.
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.
First Agenda | Approval of the Company's Annual Report for the 2024 Fiscal Year and the Board of Commissioners' Supervisory Report for the 2024 Fiscal Year. | ||
Number of Shareholders who Ask Questions | There was 1 (one) question from Shareholder. | ||
The result of the decision making | Affirmative Votes | Abstain Votes | Disapproving Votes |
18.194.037.847 votes (97,3814491%) | 478.155.706 votes (2,5592722%) | 11.075.200 votes (0,0592787%) | |
Resolution | Approved the Company's Annual Report including Board of Commissioners' Supervisory Report for the 2024 Fiscal Year, ending on December 31, 2024, as well as provide full release and discharge (volledig acquit et de charge) to all members of the Board of Directors for their actions of managing the Company and Board of Commissioners for their actions of supervising the Company that have been carried out | ||
during the Fiscal Year ending on December 31, 2024, as long as these actions do not constitute a criminal act and have been reflected in the Company's reports.
Second Agenda | Ratification of the Company's Annual Financial Statements for the 2024 Fiscal Year and the Financial Statements of the Company's Micro and Small Business Funding Program for the 2024 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 the 2024 Fiscal Year. | ||
Number of Shareholders who Ask Questions | There were no questions from Shareholders. | ||
The result of the decision making | Affirmative Votes | Abstain Votes | Disapproving Votes |
17.886.733.147 votes (95,7366368%) | 785.376.906 votes (4,2036376%) | 11.158.700 votes (0,0597256%) | |
Resolution | Ratified the Consolidated Financial Statements of the Company which has been audited by the Public Accounting Firm Purwantono, Sungkoro & Surja (a member of Ernst & Young) as stated in the Report No. 00354/2.1032/AU.1/02/1726-3/1/III/2025 dated March 25, 2025 with the opinion "fairly, in all material respects", and ratified the Financial Statements of the Micro and Small Business Funding Program of the Company 2024 Fiscal Year ending on December 31, 2024 which is part of the Social and Environmental Responsibility Report, which has been audited by the Public Accounting Firm Purwantono, Sungkoro & Surja (a member of Ernst & Young) as stated in the Report No. 00355/2.1032/AU.2/10/1726-3/1/III/2025 dated March 25, 2025 with the opinion "fairly, in all material respects", as well as provide full release and discharge (volledig acquit et de charge) to all members of the Board of Directors for their actions of managing the Company and Board of Commissioners for their actions of supervising the Company that have been carried out during the Fiscal Year ending on December 31, 2024 as long as these actions do not constitute a criminal act and has been reflected in the Company's reports. | ||
Third Agenda | Approval of the Distribution of the Company's Net Profit, including the Dividend for the 2024 Fiscal Year. | ||
Number of Shareholders who Ask Questions | There were no questions from Shareholders. | ||
The result of the decision making | Affirmative Votes | Abstain Votes | Disapproving Votes |
18.287.332.633 votes (97,8807985%) | 362.558.520 votes (1,9405519%) | 33.377.600 votes (0,1786497%) | |
Resolution | Approved the use of Consolidated Net Profit attributable to owners of the parent entity for the 2024 Fiscal Year in the amount of USD339,427,774 (three hundred thirty nine million four hundred twenty-seven thousand seven hundred seventy-four United States Dollars), as follows:
2. The amount of 20% or the amount of USD67,885,555 (sixty seven million eight hundred eighty five thousand five hundred and fifty five United States Dollars) is used as retained earnings. | ||
Fourth Agenda | Approval of Salary/Honorarium along with Facilities and Allowances for the Board of Directors and Board of Commissioners of the Company for the 2025 Fiscal Year, as well as Tantiem/Performance Incentive/Special Incentive for the Board of Directors and Board of Commissioners for the Performance of 2024 Fiscal Year. | ||
Number of Shareholders who Ask Questions | There was 1 (one) question from Shareholder but was not relevant to Fourth Agenda. | ||
The result of the decision making | Affirmative Votes | Abstain Votes | Disapproving Votes |
17.152.889.809 votes (91,8088266%) | 365.417.720 votes (1,9558554%) | 1.164.961.224 votes (6,2353180%) | |
Resolution |
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Fifth Agenda | Approval of the Appointment of a Public Accountant to Audit the Consolidated Financial Statements for the 2025 Fiscal Year, PSA 62 Compliance Audit, Micro and Small Business Funding Financial Report 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 the 2025 Fiscal Year. | ||
Number of Shareholders who Ask Questions | There were no questions from Shareholders. | ||
The result of the decision making | Affirmative Votes | Abstain Votes | Disapproving Votes |
16.881.907.251 votes (90,3584243%) | 658.715.920 votes (3,5256995%) | 1.142.645.582 votes (6,1158762%) | |
Resolution | Grant delegation of authority to the Board of Commissioners by first coordinating with the Company's Majority Series B Shareholder to:
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Sixth Agenda | Approval of Special Assignments to the Company. | ||
Number of Shareholders who Ask Questions | There were no questions from Shareholders. | ||
The result of the decision making | Affirmative Votes | Abstain Votes | Disapproving Votes |
14.244.562.520 votes (76,2423466%) | 365.434.212 votes (1,9559437%) | 4.073.272.021 votes (21,8017097%) | |
Resolution | Grant power and authority to the Minister of State Owned-Enterprises as the Holder of Series A Dwiwarna Shares by first obtaining approval from the President of the Republic of Indonesia, to approve the special assignment of the Government to the Company in the context of:
the implementation of which is carried out in accordance with the provisions of laws and regulations. | ||
Seventh Agenda | Changes to the Management of the Company. | ||
Number of Shareholders who Ask Questions | There were no questions from Shareholders. | ||
The result of the decision making | Affirmative Votes | Abstain Votes | Disapproving Votes |
13.895.498.028 votes (74,3740199%) | 672.670.320 votes (3,6003888%) | 4.115.100.405 votes (22,0255912%) | |
Resolution |
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In connection to the resolution in the Seventh Agenda as mentioned above, the composition of the members of the Company's Board of Directors and Board of Commissioners is as follows:
President Director : Arief Setiawan Handoko
Director of Finance : Fadjar Harianto Widodo
Director of Commercial : Ratih Esti Prihatini Director of Strategy and Business Development : Rosa Permata Sari Director of Infrastructure dan Technology : Harry Budi Sidharta
Director of Risk Management : Arief Kurnia Risdianto
President Commissioner and Independent Commissioner : Amien Sunaryadi Commissioner : Warih Sadono
Director of HR and Business Support : Rachmat Hutama
Independent Commissioner : Abdullah Aufa Fuad
Independent Commissioner : Tony Setia Boedi Hoesodo
Independent Commissioner : Christian H. Siboro
Independent Commissioner : Dini Shanti Purwono
Furthermore, in connection to the resolution in the Third Agenda as mentioned above where the Meeting has decided to make Dividend payment from the Company's Net Profit in the amount of USD271,542,219 (two hundred seventy one million five hundred forty two thousand two hundred nineteen United States Dollars) and will be distributed in cash to the Shareholders, thus the Schedule and Procedure of Cash Dividend Distribution for the 2024 Fiscal Year are hereby notified as follows:
Schedule of Cash Dividend Distribution:No. | REMARKS | DATE |
1. | End of Share Trade Period with Dividend Right (Cum Dividend)
| June 11st ,2025 June 13th, 2025 |
2. | Beginning of Share Trade Period without Dividend Right (Ex Dividend)
| June 12nd, 2025 June 16th, 2025 |
3. | Recording Date of Shareholders who are entitled to Dividends (Recording Date) | June 13th, 2025 |
4. | Date of Cash Dividend Payment for 2024 Fiscal Year | July 2nd, 2025 |
Cash dividend will be paid to the Shareholders whose name are recorded in the Company's Register of Shareholders (recording date) on June 13th, 2025, and/or the Shareholders whose name are in the securities sub-accounts at PT Kustodian Sentral Efek Indonesia ("KSEI") on the close of trading on June 13th, 2025.
The Shareholders whose shares are held in the Collective Depository in KSEI, cash dividend payments will be processed through KSEI and will be distributed to the accounts of Securities Companies and/or Custodian Bank on July 2nd, 2025. The evidence of cash dividend payment will be delivered by KSEI to Shareholders via Securities Company or Custodian Bank where Shareholders maintains their securities account. Meanwhile, for Shareholders whose shares are not held in the Collective Depository in KSEI, cash dividend payment will be transferred directly to the Shareholders' bank account.
The cash dividend paid to Shareholders who is:
Domestic Corporate Taxpayer, or
Domestic Individual Taxpayer,
are exempt from tax withholding objects in accordance with the provisions of Government Regulation No. 9 of 2021 concerning Tax Treatment to Support the Ease of Doing Business along with its implementing tax regulations.
Specifically for dividends received by Domestic Individual Taxpayers who do not meet the domestic investments requirements regulated in Regulation of the Minister of Finance No. 18/PMK.03/2021, will be subject to Tax and this Income Tax (PPh) must be paid by the respective Domestic Individual Taxpayer in accordance with the prevailing tax provisions.
The cash dividend paid to Shareholders who are Foreign Taxpayers will be subject to Article 26 of Income Tax withholding at a rate of 20%. In order to be able to utilize the Income Tax withholding rate as mentioned in Double Taxation Avoidance Agreement, Shareholders shall meet the requirements of the Regulation of the Director General of Tax No. PER-25/PJ/2018 concerning Procedures for Application of Double Taxation Avoidance Agreement, and submit Certificate of Domicile (Surat Keterangan Domisili or SKD) in the form of a correctly and completely filled-out DGT Form, accompanied by receipt document for the SKD that has been uploaded to the Directorate General of Taxes website, to KSEI or Securities Administration Bureau (Biro Administrasi Efek or BAE) in accordance with KSEI regulations and provisions.
Shareholders can obtain dividend payment confirmation through Securities Company and/or Custodian Bank where the Shareholders open their securities account. Furthermore, Shareholder shall be responsible for reporting the received dividends in the tax filing for the relevant Tax Year.
PT Perusahaan Gas Negara Tbk The Board of Directors
Jakarta, June 2nd, 2025