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March 30, 2025 | 02:11 pm
TEMPO.CO, Jakarta - PT Pupuk Indonesia (Persero) has officially changed its shareholding structure and Articles of Association, giving greater control to the government through the ownership of Dwiwarna Series A shares. This decision was determined at the General Meeting of Shareholders (GMS) on March 20, 2025, and is outlined in Deed No. 02 produced by Notary Lumassia.
This change regulates that Pupuk Indonesia's shares are now divided into two types, namely Dwiwarna Series A shares, which can only be owned by the Republic of Indonesia, and Series B shares, which can be owned by both the government and the public.
The Dwiwarna Series A shares have special privileges, including authority in the GMS, access to company documents, and the strategic decision-making in various fields, such as finance, investment, and the appointment of directors and commissioners with the President's approval.
Out of the total authorized capital of Rp 100 trillion, a total of Rp 25 trillion has been placed and participated in by the state, consisting of one share of Dwiwarna Series A and 24,999,999 shares of Series B. Thus, the state remains the primary controlling shareholder in the company's policies and operations.
The letter states, "The General Meeting of Shareholders (GMS) of PT Pupuk Indonesia (Persero) in accordance with Deed No. 02 dated March 20, 2025, by Notary Lumassia 1. Establishes the change of share type in PT Pupuk Indonesia (Persero) which originally had no series to consist of Dwiwarna Series A shares and Series B shares. 2. Establishes the rights of Dwiwarna Series A shares that are not possessed by Series B shares," as quoted from the Indonesia Stock Exchange's disclosure information on Saturday, March 29, 2025.
The rights of Dwiwarna Series A shares are as follows:
- Right to approve in the GMS (General Meeting of Shareholders)
- Right to propose GMS agendas
- Right to request and access company data and documents in accordance with the laws and regulations
- Right to establish guidelines/strategic policies in the fields of: 1) Financial Accounting; 2) Development and Investment; 3) Operations and Procurement of goods and/or services; 4) Information technology; 5) Human Resources; 6) Risk management and internal supervision; 7) Law and compliance; 8) Social and environmental responsibility programs; and 9) Environmental, Social and Governance (ESG) programs
- Right to appoint and dismiss Directors and Commissioners with the President's approval
Pupuk Indonesia asserts that this change does not have a material impact on the company's operations, financial conditions, or business continuity. However, the public needs to pay attention to how this change in share structure will affect the transparency and corporate governance of the company in the future.
With the privileges held by Dwiwarna Series A shares, the company's strategic decisions will ultimately be highly dependent on the government's policies.
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