ANNOUNCEMENT OF THE MINUTES SUMMARY EXTRAORDINARY MEETING OF THE SHAREHOLDERS
OF PT PERUSAHAAN GAS NEGARA (Persero) Tbk
In compliance with article 34 of Financial Services Authority No. 32/POJK.04/2014 regarding the Plan and Convening of the General Meeting of Shareholders of Publicly-Listed Company, the Board of Directors of PT Perusahaan Gas Negara (Persero) Tbk (hereinafter referred to as the "Company") announces the Summary of the Extraordinary Meeting of the Shareholders of the Company, convened on 25 January 2018 at 15:06 Western Indonesia Time until concluded at the Four Seasons Hotel, Jakarta (hereinafter referred to as the "Meeting") as follows:
The Meeting was attended by members of the Board of Directors and the Board of the Commissioners of the Company, as follows:
President Director | : | Jobi Triananda Hasjim |
Director of Finance also acting as Director of | : | Nusantara Suyono |
Business Strategy and Development | ||
Director of Infrastructure and Technology | : | Dilo Seno Widagdo |
Director of Commerce | : | Danny Praditya |
Director of Human Resources and General | : | Desima Equalita Siahaan |
Affairs | ||
President Commissioner | : | Fajar Harry Sampurno |
Independent Commissioner | : | Kiswodarmawan |
Commissioner | : | Mohamad Ikhsan |
Commissioner | : | Hendrika Nora Osloi Sinaga |
Independent Commissioner | : | Paiman Raharjo |
The Meeting was attended by 19.211.669.060 (nineteen billion two hundred and eleven million six hundred and sixty nine thousand sixty) shares including A Series Dwiwarna Shares with valid voting rights or equal to 79.25% (seventy nine point two five percents) of all shares with valid voting rights issued by the Company.
The Order of the Meeting:
The Meeting was chaired by the President Commissioner by virtue of the Board of Commissioner Appointment Letter Number 01/D-KOM/2018 dated 16 January 2018.
In the elaboration of each agenda of the Meeting, the shareholders were given the opportunity to submit questions pertaining to the agenda of the Meeting in discussion.
The resolution was adopted on the basis of deliberation to reach consensus. In the event the resolution by deliberation to reach consensus fails, then voting was adopted.
The following are the details of resolution on the Meeting Agenda:
Agenda 1 | Approval on the Changes to the Company's Articles of Association |
Number of Shareholders submitting questions | 5 (five) shareholders submitting questions for Agenda 1 |
Voting Result | Agree | Abstain | Disagree |
14.964.190.700 votes (77,8911%) | 110.821.600 votes (0,5768%) | 4.136.656.759 votes (21,532%) | |
Resolution |
c.1.1. Approval on the changes to the Articles of Association; c.1.2. Approval on the changes to the Capital; c.1.3. Approval on the appointment and dismissal of member(s) of the Board of Director and the Board of Commissioners; c.1.4. Approval on consolidation, merger, acquisition, spin off and liquidation; c.1.5. Approval on the remuneration of the Board of Director and the Board of Commissioners; c.1.6. Approval on the transfer of assets in which pursuant to this Articles of Association is subject to GMS approval; c.1.7. Approval on the subscription and decrement of capital subscription percentage on other company in which under this Articles of Association is subject to GMS approval. c.1.8. Approval on the use of profit; c.1.9. Approval on the long term investment and financing which are not operational in nature in which under this Articles of Association is subject to GMS approval; c.2. the Right to nominate the Candidate for the Member of the Board of Directors and the Board of Commissioners; c.3. the Right to propose the agenda of the GMS; c.4. the Right to request the Company's data and documents;" in which the mechanism in applying such rights shall be in accordance with the provision of this Articles Association and prevailing regulations.
|
c.2. the Right to nominate the Candidate for the Member of the Board of
Directors and the Board of Commissioners; c.3. the Right to propose the agenda of the GMS; c.4. the Right to request data and documents of the Company;
in which the mechanism in applying such rights shall be in accordance with the provision of this Articles Association and prevailing regulations.
3.
Approved the addition of Article 5 paragraph (4) letter e of the Company's Articles of Association as follows:
"e.The Shareholders of A Series Dwiwarna Shares may grant proxy to the Majority
Shareholders of the Company pertaining to the following rights:
a. To change the Articles of Association;
b. To appoint the member(s) of the Board of Director and the Board of Commissioners;
c. To nominate the Candidate for the Member of the Board of Directors and the Board of Commissioners;
d. To propose agenda of GMS;
e. To request and access the data and documents of the Company"
Provided that such changes to the Articles of Association is effective following the issuance of the Government Regulation regarding the Addition of the Capital Participation of the Republic of Indonesia in the Share Capital of Perusahaan Perseroan (Persero) PT Pertamina, as well as the signing of the deed of transfer of the Shares of the Company owned by the Republic of Indonesia into the share capital of Perusahaan Perseroan (Persero) PT Pertamina pursuant to the prevailing regulations, in the period of 60 (sixty) days after the organization of this Meeting.
4.
Approved the granting of power of attorney to the Board of Directors of the Company with substitution right to reinstate the changes and/or adjustment of such Articles of Association and the changes to the data on the shareholding composition following the asset participation (inbreng) relating to such deletion of Persero in the Company's name in the Notarial Deed and furthermore to submit for approval and reporting as well as notification for the changes to the Company's Articles of Association to the Minister of Law and Human Rights of the Republic of Indonesia and/or to the authorized institution in accordance with the prevailing regulations.
Agenda 2: | Changes to the Management of the Company | ||
Number of Shareholders submitting questions | 0 (zero) shareholder submitting questions for Agenda 2 | ||
Voting Result | Agree | Abstain | Disagree |
14.877.212.115 votes (77,4384%) | 234.343.900 votes (1,2197%) | 4.100.113.045 votes (21,3417%) | |
Resolution | 1. to affirm the dismissal with honor of Mister Gigih Prakoso as the Business Strategy and Development Director of the Company as of 15 August 2917 with remarks of appreciation for his effort and ideas contribution demonstrated during his tenure as the member of the Board of Directors of the Company. |
Jakarta, January 29th 2018
PT Perusahaan Gas Negara (Persero) Tbk
Board of Directors
PGN - PT Perusahaan Gas Negara (Persero) Tbk published this content on 29 January 2018 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 29 January 2018 04:29:07 UTC.
Original documenthttp://panel.pgn.co.id/assets/Announcement of The Minutes Summary Extraordinary Meeting of The Shareholders of PT PGN (Persero) Tbk.pdf
Public permalinkhttp://www.publicnow.com/view/D8A80E310781F014339004A0CEAF5551264B708F