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19

04

2013

NOTICE FOR THE RESOLUTION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF PT PERUSAHAAN GAS NEGARA (PERSERO) Tbk

he Annual General Meeting of Shareholders of PT Perusahaan Gas Negara (Persero) Tbk (the "Company") convened in Jakarta on Wednesday, April 17th, 2013 (the "Meeting") decided the following matters:

1. Approved the Annual Report of the Company regarding the condition and operation of the Company including Supervisory Report that has been executed by the Board of Commissioners for Financial Year 2012 and the Annual Report on the Partnership and Community Development for Financial Year 2012.

2. a. To ratified:

1) The Consolidated Financial Statements of the Company for Financial Year 2012, which has been audited by the Public Accountant Purwantono, Suherman, and Surja, a member firm of Ernst & Young Global Limited, pursuant to the report number RPC-3281/PSS/2013 dated on February 18th, 2013, with the opinion: "the consolidated financial statements of PT Perusahaan Gas Negara (Persero) Tbk. and Subsidiaries, presented as fairly in all material aspects, the financial position of PT Perusahaan Gas Negara (Persero) Tbk and Subsidiaries as of December 31st, 2012 and 2011 and January 1st, 2011/December 31st, 2010 and the results of the operations and their cash flows for the years ended December 31st, 2012 and 2011 in conformity with Indonesian Financial Accounting Standard".


2) The Financial Statements of the Partnership and Community Development Program of the Company for Financial Year 2012 which has been audited by the Public Accountant Zainal, Juhana and Partners, pursuant to the report number 03/LAI/2013 dated February 8th, 2013, with the opinion: "fairly in all material aspects, the financial position of the Partnership and Community Development Program of PT Perusahaan Gas Negara (Persero) Tbk. dated December 31st, 2012 and 2011, and the results of the activity and their cash flows for the year then ended in conformity with the The Indonesian Accounting Standards for Non-Publicly-Accountable Entities ".

b. Granted a full release and discharge (volledig acquit et de charge) to all the members of the Board of Directors for the management actions for the Company and to the Board of Commissioners for their supervisory actions to the Company, as well as their management and supervisory actions of the Partnership and Community Development Program of the Company for Financial Year 2012, provided that the aforementioned management and supervisory actions are stated in the Annual Report and Financial Report of the Company for Financial Year 2012 as well as the Financial Statements of the Partnership and Community Development Program of the Company for Financial Year 2012 and in conformity with the prevailing laws and regulations.

3. a. Approved the use of Profit for the Year that are Attributable to Owner of the Parent Entity (Profit for the Year) for the financial year 2012 in the amount of US$890.885.456,- (eight hundred ninety million eight hundred eighty five thousand four hundred and fifty six United States Dollars) to be utilized as follows:

1) Rp4.915.075.492.403,- (four trillion nine hundred fifteen billion seventy five million four hundred ninety two thousand four hundred and three Rupiahs) of the Profit for the Year or Rp202,77 (two hundred and two point seven seven Rupiahs) per share will be distributed in cash to the shareholder;

2) The remaining Profit for the Year that are attributable to Owner of the Parent Entity (Profit for the Year) after being reduced with the dividend payment as stated in point 3. a. 1) above will be recorded as a Specific Reserve to support the operation and development of the Company

b. Stipulated to not allocate the Profit for the Year that are attributable Owner of the Parent Entity (Profit for the Year) in Financial Year 2012 as the source of fund for the Partnership and Community Development Program. The Company will pay the activity of Social and Environment Responsibility for the Financial Year 2013 appropriately according to the needs and ability of the Company

c. To give the Board of Directors the authority to prepare and publish the cash dividend distribution procedure in complies with the prevailing laws.

4. Appointed the Public Accountant Puwantono, Suherman & Surja, a member firm of Ernst & Young Global Limited, to perform a General Audit of the Financial Statements for Financial Year 2013 and Audit for the Conformity with the Constitutional Regulation and Internal Control, including to perform audit for the Financial Statements of the Partnership and Community Development Program of the Company for the Financial Year ended in December 31st, 2013.

5. Approved:
a. The salary for President Director for the Financial Year 2013 is stipulated in the amount of Rp128.000.000,- (one hundred and twenty eight million Rupiahs) per month which is accounted since January 1st, 2013.

b. The amount of Salary/Honorarium for the member of The Board of Directors and Board of Commissioners is calculated based on the
Incumbency Factor stipulated in the Minister of State Owned Enterprise Decree Number PER-07/MBU/2010 article 5 paragraph (5).

c. Allowances and facilities for the Board of Directors and Board of Commissioners for the year 2013 is stipulated based on the Minister of
State Owned Enterprise Decree Number PER-07/MBU/2010.

d. The total gross tantiem (including tax) for the Board of Directors and the Board of Commissioners for their performance in year 2012 in the amount of Rp54.494.625.000,- ( fifty four billion four hundred ninety four million six hundred and twenty five thousand Rupiahs) with the following provision:

1) The member of the Board of Directors and Board of Commissioners will receive Tantiem according to the Incumbency Factor.
2) Tantiem for Financial Year 2012 will be paid proportionally according to the incumbency period of the concerned member of the Board of Directors and Board of Commissioners in Financial Year 2012.

3) Tax on tantiem is paid and borne by the concerned member of the Board of Directors and Board of Commissioners in Financial Year 2012.

6. Approved:
a. The reappointment of Mr. Riza Pahlevi Tabrani as the Director of Finance as of the closing of the Meeting until the closing of the fifth Annual General Meeting of Shareholders, without depriving the right of the General Meeting of Shareholder to discharge him at any time before his year of incumbency ended.

b. The honorary discharge of Mr. Bambang Dwijanto as the Member of the Board of Commissioners of PT Perusahaan Gas Negara (Persero) Tbk with gratitude for his dedication during his incumbency in the Company.

c. The appointment of Mr. Firmanzah as the Commissioner of PT Perusahaan Gas Negara (Persero) Tbk.
The discharge and appointment of the aforementioned member of the Board of Commissioners is effective since the closing of the Meeting.


Schedule of Dividend Payment

1. The cash dividend will be paid to the shareholder whose shares are in the List of Shareholders of Company (Recording Date) on May 15th, 2013 until 04.15 PM Western Indonesia Time and/or the shareholder whose shares are in the securities account in PT Kustodian Sentral Efek Indonesia (KSEI) on the end of trading on May 15th, 2013.

2. The shareholders whose shares were collected in the securities account in KSEI, cash dividend will paid through KSEI and will distributed in the account of securities company and/or Bank Custody on May 29th, 2013 The evidence of cash dividend payment will send by KSEI to shareholders through Securities Company or Bank Custody where shareholders open their account. The payment of cash dividend will be transferred to shareholders account for shareholders whose shares were not collected in the securities account in KSEI.

3. The dividend payment is subject to taxes as regulated in the prevailing tax regulation. The amount of taxes imposed upon the dividend shall be paid by the shareholders concerned and shall be deducted from the sum of the dividend which becomes the right of such shareholders.

4. For those shareholders considered Domestic Taxpayers in form of legal entity, which has not yet provide Tax Numbers (NPWP), are required to provide Tax Numbers (NPWP) to PT KSEI or PT Datindo Entrycom, Puri Datindo - Wisma Sudirman, Jl. Jenderal Sudirman Kav. 34 Jakarta 10220 at the latest on May 15th, 2013 by 4 PM Western Indonesia Time. Should the required NPWP not be provided, such Domestic Taxpayers in form of legal entity, will be deducted of 30% of Income Tax of the dividend payment.

5. For those shareholders considered Foreign Taxpayers, the income tax deduction will be based on the Avoidance of Double Taxation Agreement Income Tax Article 26 of the Income Tax Laws number 36 year 2008, such shareholders must provide a copy of DGT 1 Form or DGT 2 Form, which legalized by Kantor Pelayanan Pajak Masuk Bursa, to KSEI or BAE on May 22nd, 2013, by 4 PM Western Indonesia Time at the latest.
Should the required legalized copy of the aforementioned Form not be provided, the shareholders shall be subjected to Income Tax Article 26, and a 20% of income tax will be deducted from the dividend payment.

6. Shareholders whose shares are in KSEI may collect their tax deduction slip at the securities company or Bank Custody where shareholders opened their account and the shareholders who hold their shares in script form may collect the slip at PT Datindo Entrycom from June 28th, 2013.

 

Jakarta, Friday, April 19th 2013.
PT Perusahaan Gas Negara (Persero) Tbk
The Board of Directors

 

 

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