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20240103_MDKA_Laporan Informasi dan Fakta Material_31564107_lamp1.pdf
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INFORMATION DISCLOSURE TO SHAREHOLDERS RELATED TO
AFFILIATED TRANSACTION
PT MERDEKA COPPER GOLD TBK (THE “COMPANY”)
This Information Disclosure to the Shareholders (as defined below) is made to provide an explanation to the public in
connection to the heavy equipment rental agreements between PT Merdeka Mining Indonesia (a Controlled Company
of the Company) and, among others, PT Gorontalo Sejahtera Mining, PT Pani Bersama Tambang, and PT Mentari
Alam Persada, all of the which are the Controlled Company of the Company (“Transaction”).
The Transaction is an Affiliated Transaction as stipulated in the Regulation of the Financial Services Authority of the
Republic of Indonesia No. 42/POJK.04/2020 on Affiliated Transaction and Conflict of Interest Transactions.
INFORMATION AS STATED IN THIS INFORMATION DISCLOSURE IS IMPORTANT TO BE READ AND
CONSIDERED BY THE COMPANY'S SHAREHOLDERS.
IF YOU HAVE DIFFICULTIES TO UNDERSTAND THE INFORMATION AS SET FORTH IN THIS INFORMATION
DISCLOSURE YOU SHOULD CONSULT WITH A LEGAL COUNSEL, A PUBLIC ACCOUNTANT, A FINANCIAL
ADVISOR OR ANY OTHER PROFESSIONAL.
THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS OF THE COMPANY DECLARE THAT ALL
INFORMATION OR MATERIAL FACTS CONTAINED IN THIS INFORMATION DISCLOSURE ARE COMPLETE
AND TRUE AND NOT MISLEADING.
THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS OF THE COMPANY DECLARE THAT THIS
AFFILIATED TRANSACTION DOES NOT CONTAIN ANY CONFLICT OF INTEREST.
PT MERDEKA COPPER GOLD TBK
Business Activities
Mining of gold, silver, copper, nickel, and other associated minerals, industries, and other related business activities
through subsidiaries of the Company
Domiciled in South Jakarta, DKI Jakarta, Indonesia
Headquarter Office:
Treasury Tower, 67-68th floor, District 8 SCBD Lot. 28
Jl. Jend. Sudirman Kav. 52-53, Senayan, Kebayoran Baru, South Jakarta 12190, DKI Jakarta, Indonesia
Telephone: +62 21 3952 5580; Facsimile: +62 21 3952 5589
E-mail: corporate.secretary@merdekacoppergold.com
Website: www.merdekacoppergold.com
This Information Disclosure
is issued in Jakarta on 3 January 2024
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DEFINITIONS
“Affiliation” : means the parties referred to UUP2SK, namely:
a. family relationship due to marriage up to the second degree, both
horizontally and vertically, namely the relationship of a person with:
1. husband or wife;
2. parents of the husband or wife and the husband or wife of the
children;
3. grandparents of the husband or wife and the husband or wife of
the grandchildren;
4. siblings of the husband or wife along with their respective
spouse; or
5. the husband or wife of the sibling of the person concerned.
b. family relationship due to descent up to the second degree, both
horizontally or vertically, namely the relationship of a person with:
1. parents and children;
2. grandparents and grandchildren; or
3. siblings of the person concerned.
c. relationship between a party and employees, directors or
commissioners of the party;
d. relationship between 2 (two) or more companies which there is 1 (one)
or more members of the board of directors, management, board of
commissioners, or supervisors who are the same;
e. relationship between a company and a party, whether direct or
indirect, by any means, controlling or controlled by the company or
that party in determining the management and/or policies of the
company or the concerned party;
f. relationship between 2 (two) or more companies controlled, whether
direct or indirect, by any means, in determining the management
and/or policies of the company by the same party; or
g. relationship between a company and a major shareholder, that is a
party that directly or indirectly owns at least 20% (twenty percent) of
the shares with voting rights of the company.
“Conflict of Interest” : The difference between the economic interest of a public company and
the personal economic interest of members of the board of directors,
members of the board of commissioners, major shareholders, or
controllers that may be harmful to the public company concerned.
“Indonesia Stock : The regulator in the capital market for stock exchange transactions, which
Exchange” in this case is held by PT Bursa Efek Indonesia, domiciled
in South Jakarta.
“GSM” PT Gorontalo Sejahtera Mining, domiciled in South Jakarta, a limited
: liability company established and operating under the laws of the Republic
of Indonesia.
“MAP” PT Mentari Alam Persada, domiciled in Pohuwato Regency, Gorontalo
: Province, a limited liability company established and operating under the
laws of the Republic of Indonesia.
Disclosure Information of PT Merdeka Copper Gold Tbk 1
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“MOLHR” : Minister of Law and Human Rights of the Republic of Indonesia.
“MMI” PT Merdeka Mining Indonesia, domiciled in Pohuwato Regency,
: Gorontalo Province, a limited liability company established and operating
under the laws of the Republic of Indonesia.
“Financial Services An independent state institution, which has the functions, duties, and
Authority or OJK” : authorities to regulate, supervise, examine, and investigate as referred to
in Law No. 21/2011 on the Financial Services Authority, as amended by
UUP2SK.
“PBT” PT Pani Bersama Tambang, domiciled in Pohuwato Regency, Gorontalo
: Province, a limited liability company established and operating under the
laws of the Republic of Indonesia.
“Shareholders” : Parties who have the benefit of the Company’s shares, both in the form of
scripts and in collective custody which is kept and administered in the
securities account at Indonesia Central Securities Depository, registered
in the Shareholders Register of the Company which is administered by the
Securities Administration Bureau appointed by the Company.
“Independent : Public Appraisal Services Office of Iskandar and Rekan, independent
Appraiser” or “KJPP” appraisers registered with the OJK who have been appointed by the
Company to conduct an assessment of the fair value and/or fairness of the
Transaction.
“Agreement” : The Heavy Equipment Leasing Services Agreements made by and
between MMI and among others GSM, PBT, and MAP which is effective
2 (two) business days after the issuance of fairness opinion from
independent appraiser declaring that the transaction stipulated in this
Agreement is in accordance with the arm’s length principle together with
any amendments, additions, and substitutes, which may be subsequently
made.
“Company” : PT Merdeka Copper Gold Tbk, domiciled in South Jakarta, is a publicly
listed company whose shares are listed on the Indonesia Stock Exchange,
which is established and operated under the laws of the Republic of
Indonesia.
“POJK 17/2020” : OJK Regulation No. 17/POJK.04/2020, enacted on 20 April 2020
regarding Material Transaction and Changes in Business Activities.
“POJK 42/2020” : OJK Regulation No. 42/POJK.04/2020, enacted on 1 July 2020 regarding
Affiliated Transaction and Conflict of Interest Transaction.
“Rupiah” or “Rp” : Reference to Rupiah which is the legal currency of the Republic of
or “IDR” Indonesia.
“Affiliated : Any activity and/or transaction conducted by a public company or a
Transaction” controlled company with an Affiliation of a public company or an Affiliation
of a member of the board of directors, a member of the board of
commissioners, the major shareholders, or the controller, including any
activity and/or transaction conducted by a public company or controlled
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companies for the benefit of an Affiliation of a public company or an
Affiliation of a member of the board of directors, member of the board of
commissioners, major shareholders or the controller.
“Conflict of Interest : Transactions that are carried out by public companies or controlled entities
Transaction” with any party, both with Affiliations and parties other than Affiliations that
contain a conflict of interest.
“USD” : Reference to United States Dollars which is the legal currency of the
United States.
“UUP2SK” : Law No. 4 of 2023 dated 12 January 2023 on Financial Sector
Development and Strengthening, State Gazette of the Republic of
Indonesia No. 4 of 2023, along with all of its implementing regulations.
INTRODUCTION
In order to comply with the provisions of POJK 42/2020, the Board of Directors of the Company announces
Information Disclosure to provide information to the Shareholders of the Company that effective on
3 January 2024, the MMI along with each of GSM, PBT, and MAP has signed the Agreement with detail as
described in the Transaction summary below.
The Transaction carried out is an Affiliated Transaction as referred to in POJK 42/2020, in which MMI, as
well as GSM, PBT, and MAP, is the controlled company of the Company. However, this Transaction is not
a Conflict of Interest Transaction as set forth in POJK 42/2020.
The Transaction carried out by the Company has complied with the procedures set forth in Article 3 of
POJK 42/2020 and has been executed per generally accepted business practices.
In accordance with the provision of Article 4 Paragraph 1 of POJK 42/2020, this Transaction is an Affiliated
Transaction that is required to use an Independent Appraiser in determining the fairness of the Affiliated
Transaction which the fairness of the transaction needs to be announced to the public. The Company has
received the fairness value for this Transaction based on the Appraisal Report from KJPP Iskandar and
Rekan No. 00468/2.0118-00/BS/02/0596/1/XII/2023 dated 29 December 2023 on the Fairness Opinion
Report on the Proposed Rental Transaction of Heavy Equipment to PT Gorontalo Sejahtera Mining, PT
Pani Bersama Tambang, and PT Mentari Alam Persada by PT Merdeka Mining Indonesia (a Controlled
Company of the Company) (“Appraiser’s Report”).
Moreover, the Company is obliged to announce Information Disclosure to the public and submit the
Appraisal Report along with other supporting documents to OJK no later than the end of the 2 nd (second)
business days after the date of the Transaction as referred to Article 4 of POJK 42/2020.
Disclosure Information of PT Merdeka Copper Gold Tbk 3
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DESCRIPTION OF THE TRANSACTION
Information Regarding the Parties Involved
1. GSM
GSM, domiciled in South Jakarta, was a limited liability company established by the name of PT
Newcrest Nusa Sulawesi based on Deed of Articles of Association No. 82 dated 28 July 1994, made
before Siti Safariyah, S.H. C.N., as the substitute of B.R.Ay Mahyastoeti Notonagoro, S.H., Notary in
Jakarta, which has been approved by the Minister of Justice of the Republic of Indonesia by virtue of
the Decree No. C2-12.169 HT.01.01-Th.94 dated 12 August 1994.
GSM’s Articles of Association have been amended several times as lastly amended by the Deed of
Statement of Shareholders’ Circular Resolutions in Lieu of Extraordinary General Meeting of
Shareholders No. 19 dated 8 June 2023, made before Darmawan Tjoa, S.H., S.E., Notary in Jakarta,
which has been notified to the MOLHR based on Receipt of Notification on the Amendment of Articles
of Association No. AHU-AH.01.03-0073642 dated 8 June 2023 (“Deed 19/2023”).
Based on the provisions of Article 3 of the Articles of Association of GSM, the purpose and objective of
GSM is to engage business in the field of gold and silver mining. To achieve such purpose and
objective, GSM may conduct business activities of mining, cleaning and separation of gold and silver
ore.
Capital Structure and Shareholders’ Composition of GSM
Based on Deed of Statement of Circular Resolution in Lieu of Extraordinary General Meeting of
Shareholders No. 23 dated 2 March 2023, made before Darmawan Tjoa, S.H., S.E., which has been
approved by the MOLHR based on the Decree No. AHU-0013538.AH.01.02.Tahun 2023 dated 2 March
2023 and has been notified to the MOLHR based on the Receipt of Notification of the Amendment to
the Articles of Association No. AHU-AH.01.03-0033981 dated 2 March 2023 juncto Deed 19/2023,
capital structure and composition of shareholders of GSM are as follows:
Authorized Capital : IDR2,167,000,000,000
Issued Capital : IDR1,675,901,165,455
Paid-up Capital : IDR1,675,901,165,455
The Authorized Capital of GSM is divided into 1,000,000,000 (one billion) shares, with a nominal value
of IDR2.167 (two thousand one hundred and sixty-seven Rupiah).
Therefore, the composition of GSM’s shares ownership is as follows:
Nominal Value of IDR2,167 per share
No. Shareholders’ Name
Number of
Nominal Value (IDR) %
Shares
1. PT Pani Bersama Jaya 773,373,864 1,675,901,163,288 99.99
2. The Company 1 2,167 0.01
Total 773,373,865 1,675,901,165,455 100.00
Portfolio Shares 226,626,135 491,098,834,545 -
Disclosure Information of PT Merdeka Copper Gold Tbk 4
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Composition of the Board of Commissioners and Board of Directors of GSM
Based on the Deed of Statement of Shareholders’ Circular Resolution in lieu of Extraordinary General
Meeting of Shareholders No. 57 dated 28 April 2023, made before Darmawan Tjoa, SH., S.E., Notary
in Jakarta, which has been notified to the MOLHR based on the Receipt of Notification of the Change
of the Company’s Data No. AHU-AH.01.09-0116922 dated 12 May 2023, the composition of the Board
of Directors and the Board of Commissioners of GSM is as follows:
Board of Commissioners
President Commissioner : Adi Adriansyah Sjoekri
Commissioner : Edi Permadi
Board of Directors
President Director : Boyke Poerbaya Abidin
Director : Cahyono Seto
2. MAP
MAP, domiciled in Pohuwato Regency, Gorontalo Province, is a limited liability company established
by the name of PT Batutua Tambang Energi, pursuant to Deed of Establishment No. 145 dated 20
December 2019, made before Darmawan Tjoa, S.H., S.E., Notary in Jakarta, which has been ratified
by the MOLHR by virtue of the Decree No. AHU-0068142.AH.01.01.TAHUN 2019 dated 21 December
2019 (“MAP’s Deed of Establishment”).
MAP’s Articles of Association have been amended several times as lastly amended by the Deed of
Statement of Circular Resolutions in Lieu of Extraordinary General Meeting of Shareholders No. 53
dated 18 December 2023 made before Darmawan Tjoa, S.H., S.E., Notary in Jakarta, which has been
approved by the MOLHR by virtue of the Decree No. AHU-0079049.AH.01.02.TAHUN 2023 dated 18
December 2023 and has been notified to the MOLHR based on Receipt of Notification of the
Amendment of the Company’s Articles of Association No. AHU-AH.01.03-0157460 dated 18
December 2023 (“Deed 53/2023”).
Based on Article 3 of the Articles of Association of MAP, the purpose and objective of MAP is to engage
in wholesale trading activities based on fees or contracts, other transportation support activities YTDL
(yang tidak termasuk dalam lainnya or which are not included in others), and other business support
service activities YTDL (yang tidak termasuk dalam lainnya or which are not included in others).
To achieve the above-mentioned purposes and objectives, MAP may carry out business activities as
follows:
a. Large-Scale Trading based on Fee or Contract (KBLI 46100)
carrying out business activities of an agency receiving commissions, brokers, auctions, and other
wholesale who trade commodities domestically, internationally on behalf of other parties.
Activities include commission agents, commodity brokers, and all other wholesalers who sell on
behalf and at the risk of other parties; activities involved in joint sales and purchases or conducting
transactions on behalf of the company, including through the internet; and agents involved in trade
such as agricultural raw materials, live animals; textile raw materials and semi-finished
commodity; fuels, ores, metals and chemical industries, including fertilizers; food, beverages, and
tobacco; textiles, clothing, furs, footwear, and leather goods; timber and building materials;
machinery, including office machines and computers, industrial equipment, ships, aircraft;
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furniture, household goods, and hardware; wholesale trading activities of auction houses;
commission agents for radioactive substances and ionizing radiation generators. Includes
commodity auction market organizers;
b. Other Transportation Support Activities YTDL (KBLI 52299)
carrying out business activities of shipping and/or packing of goods in other large volumes, other
than those included in the KBLI groups 52291 to 52298, such as shipping and/or packing services
for valuables item from sunken ship cargo and other cultural objects; and
c. Other Business Support Service Activities YTDL (KBLI 82990)
carrying out business activities of providing other support services that cannot be classified
elsewhere, such as court reporting services and stenotype records and stenography services for
the public, live television broadcast services for meetings and conferences, bar code addressing
services, bar code printing services, fundraising organization services based on fees or contracts,
mail sorting services, storage services, parking fees using meter coins, independent auction
activities, loyalty program administration, and other supporting activities provided for businesses
that are not classified elsewhere. Including the activities of the warehouse receipt system
registration center.
Capital Structure and Shareholder’s Composition of MAP
Based on Deed 53/2023 juncto Deed of Statement of Circular Resolutions in Lieu of Extraordinary
General Meeting of Shareholders No. 54 dated 18 December 2023, made before Darmawan Tjoa, S.H.,
S.E., Notary in Jakarta, which has been notified to the MOLHR based on Receipt of Notification of the
Change of Company’s Data No. AHU-AH.01.09-0197083 dated 18 December 2023 (“Deed 54/2023”),
the capital structure and shares ownership composition of MAP are as follows:
Authorized Capital : IDR300,000,000,000
Issued Capital : IDR227,050,000,000
Paid-up Capital : IDR227,050,000,000
The Authorized Capital of MAP is divided into 1,200,000 (one million two hundred thousand) shares,
with a nominal value of IDR250,000 (two hundred and fifty thousand Rupiah).
Therefore, the composition of MAP’s shares ownership is as follows:
Nominal Value of IDR250,000 per share
No. Shareholders’ Name
Number of
Nominal Value (IDR) %
Shares
3. PT Pani Bersama Jaya 908,199 227,049,750,000 99.99
4. PT Merdeka Kapital Indonesia 1 250,000 0.01
Total 908,200 227,050,000,000 100.00
Portfolio Shares 291,800 72,950,000,000 -
Disclosure Information of PT Merdeka Copper Gold Tbk 6
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Composition of the Board of Directors and Board of Commissioners of MAP
Based on the MAP’s Deed of Establishment juncto Deed of Statement of Circular Resolutions in Lieu
of Extraordinary General Meeting of Shareholders No. 96 dated 24 February 2022, made before
Darmawan Tjoa, S.H., S.E., Notary in Jakarta, which has been approved by the MOLHR by virtue of
the Decree No. AHU-0013784.AH.01.02.TAHUN 2022 dated 24 February 2022, and has been notified
to the MOLHR based on the Receipt of Notification of the Change of the Company’s Data No. AHU-
AH.01.03-0123252 dated 24 February 2022, the composition of the Company’s Board of Directors and
Board of Commissioners of MAP is as follows:
Board of Commissioner
Commissioner : Albert Saputro
Board of Directors
President Director : Boyke Poerbaya Abidin
Director : Cahyono Seto
3. MMI
MMI, domiciled in Pohuwato Regency, Gorontalo Province, is a limited liability company established
pursuant to the Deed of Establishment No. 27 dated 12 May 2022, made before Darmawan Tjoa, S.H.,
S.E., Notary in Jakarta, which has been ratified by the MOLHR by virtue of the Decree No. AHU-
0031389.AH.01.01.TAHUN 2022 dated 12 May 2022 (“MMI’s Deed of Establishment”)
MMI’s Articles of Association have been amended several times as lastly amended by the Deed of
Statement of Circular Resolutions of Shareholders in Lieu of Extraordinary General Meeting of
Shareholders No. 43 dated 20 November 2023 which was made before Darmawan Tjoa, S.H., S.E.,
Notary in Jakarta, which has been approved by the MOLHR by virtue of the Decree No. AHU-
0071570.AH.01.02.TAHUN 2023 dated 20 November 2023 and has been notified to the MOLHR
based on Receipt of Notification of the Change of the Company’s Data No. AHU-AH.01.09-0186805
dated 20 November 2023 (“Deed 43/2023”).
Based on Article 3 of MMI’s Articles of Association, the purpose and objectives of MMI are to engage
business in activities of mining support services, activities of construction equipment rental with
operators, and activities of leasing and operational leasing of mining and energy machinery and
equipment without option rights.
To achieve the above-mentioned purposes and objectives, MMI may carry out business activities as
follows:
a. Mining and Other Excavation Supporting Activities (KBLI 09900);
carrying out supporting services activities based on fees or contracts, which are required in the
mining activities of the main categories 05, 07, and 08, such as exploration services, for example,
in traditional methods such as taking ore samples and geological observations, pumping services
and distribution of mining products, as well as trial services for excavation and drilling for mining
fields or wells.
b. Rental of Construction Equipment with Operators (KBLI 43905);
this group encompasses the businesses of rental of construction equipment and its accessories
with operators. This includes the rental of production and operational equipment for oil, gas,
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petrochemicals, geothermal, communication systems like SCADA (Supervisory Control and Data
Acquisition), and crane rentals.
c. Rental and Operational Leasing of Mining and Energy Machinery and Equipment Activities (KBLI
77395);
this group encompasses the activities of leasing and operational leasing without option rights of
machinery and equipment for mining and excavation without operators, which are generally used
as capital goods by companies, such as power generation machinery. This includes power
generation machinery or steam and turbine engines, mining and oil equipment, and professional
radio and communication equipment.
Capital Structure and Shareholder’s Composition of MMI
Based on Deed of Statement of Circular Resolutions in Lieu of Extraordinary General Meeting of
Shareholders No. 43 dated 20 September 2023 which was made before Darmawan Tjoa, S.H., S.E.,
Notary in Jakarta, which has been approved by the MOLHR by virtue of the Decree No. AHU-
0056558.AH.01.02.TAHUN 2023 dated 20 September 2023 and has been notified to the MOLHR
based on Receipt of Notification of the Amendment of Articles of Association No. AHU-AH.01.03-
0119645 dated 20 September 2023 juncto Deed of Statement of Circular Resolutions in Lieu of
Extraordinary General Meeting of Shareholders No. 44 dated 20 September 2023, made before
Darmawan Tjoa, S.H., S.E., Notary in Jakarta, which has been notified to the MOLHR based on Receipt
of Notification of the Change of Company’s Data No. AHU-AH.01.09-0165221 dated 20 September
2023 (“Deed 44/2023”), the capital structure and shares ownership composition of MMI is as follows:
Authorized Capital : IDR20,000,000,000
Issued Capital : IDR5,000,000,000
Paid-up Capital : IDR5,000,000,000
The Authorized Capital of MMI is divided into 4,000,000 (four million) shares, with a nominal value of
IDR5,000 (five thousand Rupiah) per share.
Therefore, the composition of MMI’s shares ownership is as follows:
Nominal Value of IDR5,000 per share
No. Shareholders’ Name Number of Nominal Value
(%)
Shares (IDR)
1. PT Pani Bersama Jaya 999,999 4,999,995,000 99.99
2. PT Merdeka Kapital Indonesia 1 5,000 0.01
Total 1,000,000 5,000,000,000 100.00
Portfolio Shares 3,000,000 15,000,000,000 -
Composition of the Board of Commissioner and Board of Directors of MMI
Based on the MMI’s Deed of Establishment, the composition of the Board of Directors and Board of
Commissioner of MMI is as follows:
Board of Commissioner
Commissioner : Adi Adriansyah Sjoekri
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Board of Directors
President Director : Boyke Poerbaya Abidin
Director : Cahyono Seto
4. PBT
PBT, domiciled in Pohuwato Regency, Gorontalo Province, is a limited liability company established
pursuant to the Deed of Establishment of Limited Liability Company No. 88 dated 20 November 2015,
made before Humberg Lie, S.H., S.E., M.Kn., Notary in North Jakarta, which has been ratified by the
MOLHR by virtue of the Decree No. AHU-2467718.AH.01.01.TAHUN 2015 dated 20 November 2015.
PBT’s Articles of Association have been amended several times. They were as lastly amended by the
Deed of Statement of Circular Resolutions in Lieu of Extraordinary General Meeting of Shareholders
No. 59 dated 18 December 2023 made before Darmawan Tjoa, S.H., S.E., Notary in Jakarta, which
has been approved by the MOLHR by virtue of the Decree No. AHU-0079180.AH.01.02.TAHUN 2023
dated 18 December 2023 and has been notified to the MOLHR based on Receipt of Notification of the
Amendment of Articles of Association No. AHU-AH.01.03-0157761 dated 18 December 2023 (“Deed
59/2023”).
Based on Article 3 of PBT’s Articles of Association, the purpose and objectives of PBT are to operate
in the field of manufacturing precious base metal industry.
To achieve the above-mentioned purposes and objectives, PBT may carry out business activities in
the manufacturing of precious base metal industry (KBLI 24201), which carries out business activities
of refining, smelting, alloying and pouring of precious metals in basic forms (ingots, billets, slabs, rods,
pellets, blocks, sheets, pigs, alloys and powders) such as silver ingots, gold ingots, platinum pellets
and others including business activities of trading the processed product.
Capital Structure and Shareholder’s Composition of PBT
Based on Deed 59/2023, the capital structure and shares ownership composition of PBT are as follows:
Authorized Capital : IDR1,100,000,000,000
Issued Capital : IDR869,528,000,000
Paid-up Capital : IDR869,528,000,000
The Authorized Capital of PBT is divided into 1,100,000 (one million one hundred thousand) shares,
with a nominal value of IDR1,000,000 (one million Rupiah) per share.
Therefore, the composition of PBT’s shares ownership is as follows:
Nominal Value of IDR1,000,000 per share
No. Shareholders’ Name Number of Nominal Value
(%)
Shares (IDR)
1. PT Pani Bersama Jaya 869,527 869,527,000,000 99.99
2. Januarius Felix Lumban Gaol 1 1,000,000 0.01
Total 869,528 869,528,000,000 100.00
Portfolio Shares 230,472 230,472,000,000 -
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Composition of the Board of Commissioner and Board of Directors of PBT
According to the Deed of Statement of Circular Resolutions of Shareholders in Lieu of Extraordinary
General Meeting of Shareholders No. 44 dated 14 March 2023, made before Darmawan Tjoa, S.H.,
S.E., Notary in Jakarta, which has been notified to the MOLHR based on the Receipt of Notification of
the Change of the Company’s Data No. AHU-AH.01.09-0100462 dated 14 March 2023, the
composition of the Board of Directors and Board of Commissioners of PBT is as follows:
Board of Commissioner
Commissioner : Januarius Felix Lumban Gaol
Board of Directors
President Director : Syamsul Bahri Ilyas
Director : Cahyono Seto
Transaction Value and Scope of the Agreement
Pursuant to the Agreement, MMI as the owner of the heavy equipment agrees to rental the heavy equipment
among others to GSM, PBT, and MAP which is effective since 2 (two) business days after the issuance of
the Appraiser’s Report by the Independent Appraiser and will continue until 31 December 2028. The
estimated value of the Transaction on each agreed Agreement is as follows:
a. rental of heavy equipment between MMI and GSM, in the amount of IDR446,939,520,394 (four
hundred forty-six billion nine hundred thirty-nine million five hundred twenty thousand three hundred
ninety-four Rupiah);
b. rental of heavy equipment between MMI and PBT, in the amount of IDR1,200,934,631,120 (one
trillion two hundred billion nine hundred thirty-four million six hundred thirty-one thousand one
hundred twenty Rupiah); and
c. rental of heavy equipment between MMI and MAP, in the amount of IDR21,826,364,573 (twenty-one
billion eight hundred twenty-six million three hundred sixty-four thousand five hundred seventy-three
Rupiah).
The scope of work for the rental of heavy equipment which provided by MMI among others to GSM, PBT,
and MAP includes but is not limited to providing:
1. heavy equipment operation;
2. heavy equipment commissioning;
3. heavy equipment inspection, maintenance, and repair;
4. Provision of heavy equipment operator (optional) and heavy equipment mechanics; and
5. Other implementation activities of heavy equipment rental services.
Furthermore, the Transaction is not a material transaction as referred to in POJK 17/2020 considering that
the value of the Transaction does not reach 20% (twenty percent) of the Company’s equity value in
accordance with the Interim Consolidated Financial Statements of the Company and its subsidiaries for the
period ended on 30 September 2023 which was audited by Public Accounting Firm Tanubrata Sutanto Fahmi
Bambang & Rekan.
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Nature and Affiliation Relationship with the Company
The nature of the Affiliation relationship between GSM, PBT, MAP and MMI with the Company is as follows:
a. GSM is a controlled company of the Company, whose shares owned directly and indirectly by the
Company in the amount of 70.05% (seventy point zero five percent);
b. MAP is a controlled company of the Company, whose shares owned indirectly by the Company in the
amount of 70.05% (seventy point zero five percent);
c. MMI is a controlled company of the Company, whose shares owned indirectly by the Company in the
amount of 70.05% (seventy point zero five percent);
d. PBT is a controlled company of the Company, with shares owned indirectly by the Company in the
amount of 70.04% (seventy point zero four percent); and
e. there is a member of the Board of Commissioner of MAP who also serves as a member of the Board
of Directors of the Company.
SUMMARY OF APPRAISER’S REPORT
KJPP who has been appointed by the Company’s Board of Directors as the independent appraiser in
accordance with the proposal letter/contract work agreement No. 132.4/IDR/DO.2/Pr-BFO/VIII/2023 dated
2 August 2023 has been requested to provide an assessment of and provide an opinion of the Transaction’s
fairness.
Fairness Opinion Report on Transaction
The following is a summary of the KJPP’s fairness opinion report of the Transaction as stated in its report
No. 00468/2.0118-00/BS/02/0596/1/XII/2023 dated 29 December 2023:
a. Transacting Parties
The transacting parties are GSM, PBT, and MAP as a lessee and MMI as the owner of heavy
equipment.
b. Appraisal Object
The object of the appraisal is the proposed Transaction of the heavy equipment rental between MMI
(a controlled company of the Company) with GSM, PBT, and MAP.
c. Purpose and Objective of Appraisal
The purpose of the appraisal is to provide a fairness opinion on the proposed Transaction for the
purpose of implementing the Transaction.
d. Principal Limiting Assumptions and Conditions
1. This appraisal report is a non-disclaimer opinion.
2. The appraiser reviewed the legal status of documents used in the appraisal process.
3. The data and information come from trustworthy sources.
4. The financial projection used is an adjusted financial projection that reflects the fairness of the
financial projections made by management with the ability to achieve (fiduciary duty), if the
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appraisal uses financial projections.
5. The appraiser is responsible for the implementation of appraisal and fairness of the financial
projections.
6. This appraisal report is disclosed to the public, except for confidential information, which may
affect the Company’s operations.
7. The appraiser is responsible for this appraisal report and the conclusion of the final score.
8. The appraiser obtained information on the legal status of the appraisal object from the Company.
9. The assumptions and other limiting conditions are disclosed in the KJPP report.
e. Approach and Method
In accordance with the scope of the appraisal, the approaches and methods used are:
1. conducting Transaction analysis;
2. conducting a qualitative analysis of the proposed Transaction;
3. conducting a quantitative analysis of the proposed Transaction;
4. conducting an analysis of the fairness of the Transaction value; and
5. conducting an analysis of other relevant factors.
f. Conclusion
The analysis results of the Transaction value of heavy equipment rental to GSM, PBT, and MAP by
MMI is that the Transaction value is higher than the market rental value but still in the fair range, which
gives a conclusion that the Transaction value is fair.
The analysis results of the financial impact of the Transaction to be carried out on the interests of
Shareholders gives a conclusion that by carrying out the Transaction the Company's financial impact
does not change, but the Company through MMI can integrate the provision of heavy equipment so
that the Company's subsidiaries will be more effective and efficient in one operational control that can
provide added value to the Company in line with the interests of Shareholders.
The analysis results of business considerations used by the Company's management related to the
Transaction that will be carried out on the interests of Shareholders are to integrate the provision of
heavy equipment so that the business process of each company will be more effective and efficient
because they are under one operational control in line with the interests of Shareholders.
In accordance with the conclusion of the analysis result above, KJPP is of the opinion that the
Transaction is fair.
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Disclosure Information of PT Merdeka Copper Gold Tbk 12
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THE EFFECT OF THE TRANSACTION ON THE COMPANY’S FINANCIAL CONDITION
The Effect of the Transaction on the Company's Financial Condition
The table below shows an overview of the financial condition of the Company and its subsidiaries as of
30 June 2023 before and after carrying out the Affiliated Transaction:
Disclosure Information of PT Merdeka Copper Gold Tbk 13
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(*) Expressed in US Dollar and refer to the Interim Consolidated Financial Statements of the Company and its subsidiaries for the
period ended 30 June 2023.
Disclosure Information of PT Merdeka Copper Gold Tbk 14
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DESCRIPTION, CONSIDERATIONS, AND REASONS FOR THE AFFILIATED
TRANSACTION COMPARED WITH OTHER SIMILAR TRANSACTIONS WHICH ARE NOT
PERFORMED WITH AFFILIATED PARTIES
By implementing the Transaction, it is expected that the Company's subsidiaries involved in the Agreement
can increase efficiency and effectiveness in conducting their business activities while better meeting
operational needs. This step is expected to generate a positive impact on the Company as a whole, creating
added value not only directly perceived by the subsidiaries, but also indirectly by the Company's
Shareholders. Thus, this Transaction is expected to contribute positively to the Company's performance
and strengthen the investment value for Shareholders.
The Transaction has also been assessed by internal procedures with using similar terms and conditions if
the Transaction were conducted with a non-affiliated party, hence the terms and conditions of the
Transaction are carried out by commonly accepted business practices. Furthermore, the Transaction is
also more effective and efficient if it is carried out by the affiliated parties of the Company.
STATEMENT OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF
THE COMPANY
The Board of Commissioners and Board of Directors of the Company, either individually or jointly, state that
all material information related to the Transaction has been disclosed and the information is not misleading
and the Transaction is not considered a Conflict of Interest Transaction as referred to POJK 42/2020 and
is not a material transaction as referred to POJK 17/2020 considering that the Transaction value does not
reach 20% (twenty percent) of the Company’s equity value in accordance with the Interim Consolidated
Financial Statements of the Company and its subsidiaries for the period ended on 30 September 2023
which was audited by Tanubrata Sutanto Fahmi Bambang & Rekan as Public Accountant Firm.
The Board of Directors of the Company stated that the Transaction was carried out in accordance with the
procedures owned by the Company as required in POJK 42/2020 to ensure that Affiliated Transaction has
been carried out in accordance with prevailing regulations and generally accepted business practices.
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Disclosure Information of PT Merdeka Copper Gold Tbk 15
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Names mentioned 0 people and organisations named in the text · linked when the evidence is strong
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Extraction attempts how the parser did, and what it refused
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confidence 0.091
2849 ms
12 Sep 2026 21:43
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