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20240102_VKTR_Laporan Informasi dan Fakta Material_31563773_lamp1.pdf
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DISCLOSURE OF INFORMATION TO SHAREHOLDERS
RELATED TO AFFILIATED TRANSACTIONS
PT VKTR TEKNOLOGI MOBILITAS TBK (THE "COMPANY")
This Disclosure of Information to shareholders (as defined below) is made to provide an explanation to the public
regarding the agreements made by and between the Company to PT Bakrie Construction and PT Bakrie Metal
Industries which are Affiliates of the Company.
The transaction is an Affiliated Transaction as stipulated in the Financial Services Authority of the Republic of
Indonesia Regulation Number 42/POJK.04/2020 concerning Affiliated Transactions and Conflict of Interest
Transactions.
THE INFORMATION AS STATED IN THIS DISCLOSURE OF INFORMATION IS IMPORTANT TO BE READ
AND PAID ATTENTION TO BY THE COMPANY'S SHAREHOLDERS.
IF YOU HAVE DIFFICULTY UNDERSTANDING THE INFORMATION AS SET FORTH IN THIS DISCLOSURE OF
INFORMATION, YOU SHOULD CONSULT WITH LEGAL COUNSEL, PUBLIC ACCOUNTANT, FINANCIAL
ADVISOR, OR OTHER PROFESSIONALS.
THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF THE COMPANY DECLARE THAT ALL
INFORMATION OR MATERIAL FACTS CONTAINED IN THIS DISCLOSURE OF INFORMATION ARE
COMPLETE AND TRUE AND NOT MISLEADING.
THE COMPANY'S BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS DECLARE THAT THIS
AFFILIATED TRANSACTION DOES NOT CONTAIN ANY CONFLICT OF INTEREST.
PT VKTR TEKNOLOGI MOBILITAS TBK
Business Activities
Wholesale trade of new cars and new motorcycles in the form of battery-based electric motor vehicles, spare
parts components, car accessories, and four-wheeled or more motor vehicle body industry, battery-based electric
motor vehicles, two- and three-wheeled motorcycles as well as iron and steel casting industry, spare parts
industry, and accessories of four-wheeled or more wheeled motor vehicles through subsidiaries
Domiciled in South Jakarta, DKI Jakarta, Indonesia
Head Office
Bakrie Tower, 35th Floor, Jl. H.R. Rasuna Said, South Jakarta 12940, Indonesia
Phone: +62 21 2991 2222; Fax: +62 21 2991 2333
E-mail: corsec@vktr.id
Website: www.vktr.id
This Disclosure of Information
published in Jakarta on 2 January 2024
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DEFINITIONS AND ABBREVIATIONS
"Affiliate" : means the parties referred to in UUP2SK, namely:
a. family relationships due to marriage up to the second degree,
both horizontally and vertically, namely a person's relationship
with:
1. husband or wife;
2. parents of a husband or wife and husband or wife of a
child;
3. grandparents of the husband or wife and husband or
wife of grandchildren;
4. siblings of the husband or wife and the husband or
wife of the relative concerned; or
5. husband or wife of the person's brother.
b. family relationships due to heredity up to the second degree,
both horizontally and vertically, that is, relationships between
someone with:
1. parents and children;
2. grandparents and grandchildren; or
3. siblings of the person concerned.
c. the relationship between the party and the employees,
directors or commissioners of such party;
d. relationship between 2 (two) companies where there are 1
(one) or more same members of the board of directors,
management, board of commissioners, or supervisors;
e. the relationship between a company and a party, whether
directly or indirectly, in any way, controls or is controlled by the
company or such party in determining the management and/or
policies of the company or the party;
f. the relationship between 2 (two) or more controlled
companies, either directly or indirectly, in any way, in
determining the management and/or policies of the company
by the same party; or
the relationship between the company and the major
shareholders, namely parties who directly or indirectly own at
least 20% (twenty percent) of the shares that have voting
rights from the company.
"Conflict of Interest" : The difference between the economic interests of the public company
and the personal economic interests of members of the board of
directors, members of the board of commissioners, major
shareholders, or controllers that may be harmful to such public
company.
"Indonesia Stock : The regulator in the capital market for stock exchange transactions,
Exchange" which in this case is governed by the Indonesia Stock Exchange,
domiciled in South Jakarta.
"Minister of Law and : Minister of Law and Human Rights of the Republic of Indonesia.
Human Rights"
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"Financial Services : An independent state institution, whose duties and authorities include
Authority or OJK" to regulate, supervise, examine, and investigate as referred to in Law
No. 21 of 2011 concerning the Financial Services Authority, as
amended by UUP2SK.
"Shareholders" : Parties who have benefits from the Company's shares either in the
form of instruments or in collective custody which are kept and
administered in securities accounts at the Indonesian Central
Securities Depository, which are recorded in the Company's Register
of Shareholders administered by the Securities Administration Bureau
appointed by the Company.
"Independent : Public Appraisal Service Office Kusnanto and Rekan or Public
Appraiser or KJPP KR" Appraisal Service Office Nana dan Rekan, an independent appraiser
or “KJPP Nana” registered in OJK who has been appointed by the Company to prepare
the fairness of the Transaction.
"Agreements" : a. The Construction Work and Development Services Agreement
made by and between the Company and PT Bakrie Construction
effective on 28 December 2023 together with any amendments,
additions, and substitutes, which may be subsequently made
(“Construction Agreement”);
b. The Pledge of Shares Agreement made by and between the
Company and PT Bakrie Metal Industries effective on 28 December
2023 together with any amendments, additions, and substitutes,
which may be subsequently made (“Pledge of Shares
Agreement”); and
c. The Corporate Guarantee Agreement for working capital facility
obtained from a banking institution concerning the work conducted
by PT Bakrie Construction effective on 28 December 2023 and any
amendments, additions, and substitutes, which may be
subsequently made (“Corporate Guarantee Agreement”).
"Company" : PT VKTR Teknologi Mobilitas Tbk, domiciled in South Jakarta, is a
publicly-listed limited liability company whose shares are listed in the
Indonesia Stock Exchange, which is established and operated under
the laws of the Republic of Indonesia.
"POJK 17/2020" : OJK Regulation Number 17/POJK.04/2020, stipulated on April 20,
2020 concerning Material Transactions and Changes in Business
Activities.
"POJK 35/2020" : OJK Regulation Number 35/POJK.04/2020, stipulated on May 25,
2020 concerning Valuation and Presentation of Business Valuation
Report in Capital Market.
"POJK 42/2020" : OJK Regulation Number 42/POJK.04/2020, stipulated on July 1, 2020
concerning Affiliated Transactions and Conflict of Interest
Transactions.
"Rupiah” or “Rp" : Reference to Rupiah which is the legal currency of the Republic of
Indonesia.
"Affiliated Transaction" : Any activities and/or transactions conducted by public companies or
controlled companies with Affiliates of public companies or Affiliates of
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members of the board of directors, members of the board of
commissioners, the major shareholders, or the controllers, including
any activities and/or transactions carried out by public companies or
controlled companies for the benefit of Affiliates of public companies
or Affiliates of members of the board of directors, member of the board
of commissioners, major shareholders, or the controller.
"Conflict of Interest : Transactions conducted by public companies or controlled companies
Transaction" with any party, both with the Affiliates and parties other than the
Affiliate that contain conflicts of interest.
"UUP2SK" : Law No. 4 of 2023 dated January 12, 2023 concerning Development
and Strengthening of the Financial Sector, State Gazette Republic of
Indonesia No. 4 of 2023, along with its implementing regulations.
INTRODUCTION
In order to comply with the provisions of POJK 42/2020, the Board of Directors of the Company
announces a Disclosure of Information to inform the Company's Shareholders that on 28 December
2023, the Company has signed the Agreements as described in the Transaction Summary below
("Transaction").
The Transaction carried out is an Affiliated Transaction as referred to in POJK 42/2020, in which
PT Bakrie Construction and PT Bakrie Metal Industries are Affiliates of the Company. However, this
Affiliated Transaction is not a Conflict of Interest Transaction as stipulated in POJK 42/2020.
The Transaction carried out by the Company has complied with the procedures stipulated in Article 3
POJK 42/2020 and has been carried out in accordance with generally accepted business practices.
In accordance with the provisions of Article 4 paragraph 1 POJK 42/2020, this Transaction is an
Affiliated Transaction that must use the services of an Independent Appraiser in determining the
fairness of the Affiliated Transaction where the fairness of the transaction needs to be announced to
the public. The Company has obtained the fair value of this Transaction based on the Appraisal Report
from KJPP Nana dan Rekan No. 00127/2.1701-00/PI/03/0238/1/XII/2023 dated December 18 2023
regarding the Share Valuation Report of PT Bakrie Construction as well as the Appraisal Report from
KJPP KR No. 00165/2.0162-00/BS/05/0153/1/XII/2023 dated 28 December 2023 regarding the
Fairness Opinion Report of the Transaction ("Appraisal Report").
Furthermore, the Company is also required to announce the Disclosure of Information to the public and
submit the Appraisal Report and other supporting documents to OJK no later than 2 (two) working days
after the Transaction date as referred to in Article 4 POJK 42/2020.
DESCRIPTION OF THE TRANSACTION
Information About the Involved Parties
1. The Company
The Company was first established under the name of PT Bakrie Steel Industries based on the
Deed of Establishment of Limited Liability Company No. 6 dated November 23, 2007, made before
Firdhonal, S.H., Notary in Jakarta and has obtained the approval of the Minister of Law and Human
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Rights based on Decree No. C-06048 HT.01.01-TH.2007 dated December 11, 2007 ("Deed of
Establishment of the Company").
The Company's Articles of Association have been amended several times as lastly amended based
on the Deed of Meeting Resolution Statement of Amendment to the Articles of Association No. 36
dated July 14, 2023, made before Humberg Lie, S.H., S.E., M.Kn., Notary in North Jakarta
Administration City, which has been notified to the Minister of Law and Human Rights based on the
Receipt of Notification of Amendments to the Company's Articles of Association No. AHU-AH.01.03-
0092836 dated July 17, 2023 ("Deed 36/2023").
The Company is headquartered at Bakrie Tower, 35th Floor, Jl. H.R. Rasuna Said, South Jakarta
12940, Indonesia.
Based on the provisions of Article 3 of the Company's Articles of Association, the aims and
objectives of the Company are:
1. The Company's main business activities are as follows:
a. Application Development Activities through the Internet (E-Commerce) (Klasifikasi
Baku Lapangan Usaha Indonesia or KBLI) KBLI 62012, including e-commerce
application development activities. Activities include consulting, analyzing and programming
applications for trading activities via the internet;
b. Other Computer Programming Activities (KBLI 62019), includes consultations related to
the analysis, design and programming of other ready-to-use systems (other than those
already included in groups 62011 and 62015). This activity usually involves analyzing the
needs of computer users and their problems, solving problems, and making software related
to solving these problems. It also includes writing simple programs according to the needs
of computer users. Designing the structure and content of, and/or writing computer code
necessary to create and implement, such as software system (upgrades and repairs),
application software (upgrades and repairs), databases and web pages. This includes
software customisations, such as modifications and adjustments to the configuration of
existing applications so that they can function in the client information system environment.
Similar software customization activities carried out as an integral part of the sale of software
are included in subclass 47413;
c. Information Technology Activities and Other Computer Services (KBLI 62090),
includes information technology activities and other computer services related to activities
that have not been classified elsewhere, such as computer damage recovery, personal
computer installation, and software installation. This includes incident management and
digital forensics activities. This group includes various computer-related businesses that are
not included in the groups 6201-6202;
d. The Wholesale Trade in Scrap and The Remaining Unused Scrap (46696), includes the
wholesale trade of scrap and remaining unused scrap and scrap metal and non-metallic
materials for recycling, including collection, sorting, separation, release of usable goods,
packing and repacking, storage and shipping, but without any tangible alteration. Where the
purchase and sale of leftover goods still have value;
e. Car Repair (KBLI 45201), includes car reparation and maintenance businesses, such as
mechanical reparation, electrical reparation, electronic injection system reparation, regular
service, car body reparation, motor vehicle parts reparation, spraying and painting, glass
and window reparation, and motor vehicle seat reparation. This includes reparation,
installation or replacement of tires and pipes, anti-rust maintenance, installation of parts and
accessories that are not part of the manufacturing process, and other maintenance efforts;
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f. Wholesale Trade in New Cars (KBLI 45101), covering the wholesale trading business of
new cars, including special cars (such as ambulances, caravans, microbuses, firefighters,
and so on), lorries, trailers, semi-trailers, and various other motor transport vehicles;
g. Wholesale Trade in Car Spareparts and Accessories (KBLI 45301), includes a wholesale
trading business of various car parts, components and accessories that are separate from
its trade, such as tire rubber and inner tubes, car spark plugs, batteries, light fixtures, and
electrical parts;
h. Wholesale Trade in New Motorcycles (45401), includes the wholesale trade business of
new motorcycles, including bicycle motorcycles or mopeds;
i. Wholesale Trade in Used Motorcycles (45402), includes a wholesale trade in used
motorcycles, including bicycle motorcycles or mopeds;
j. Wholesale Trade in Motorcycle Parts and Accessories (45405), includes a wholesale
trading business of motorcycle parts and accessories;
k. Motorcycle Reparation and Maintenance (45407), includes motorcycle maintenance and
reparation businesses, including motorcycle washing and other maintenance businesses;
l. Manufacture of Two- and Three-Wheeled Motorcycle (KBLI 30911), includes a complete
manufacture and assembly business of various two- and three-wheeled motor vehicles,
such as motorcycles, mopeds, scooters, bemos, side-cars and the like using alternating or
rotating internal combustion piston engines, or electric motors for propulsion. Including
motorcycle-equipped bicycles;
m. Manufacture of Two- and Three-Wheeled Motorcycle Components and Equipment
(KBLI 30912), includes the business of manufacturing components and parts of two and
three-wheeled motor vehicles, such as internal combustion motors, suspensions and
exhausts. Including inverters for two- and three-wheeled motor vehicles;
n. Manufacture of Four or More Wheeled Motor Vehicle (KBLI 29101), includes the
business of manufacturing or assembling motor vehicles for passengers or goods, such as
sedans, jeeps, trucks, pickups, buses and wagon stations and the like using reciprocating
or rotating internal combustion piston engines, reciprocating piston engines with
compression flames (diesel or semi-diesel), or electric motors for propulsion. Including the
manufacture of vehicles for special purposes, such as fire engines, shop cars, road
sweepers, ambulances, snowmobiles, golf carts, amphibious vehicles, travelling libraries,
armored cars, concrete mixing trucks and ATVs, go-carts, race cars and the like. The group
also includes the manufacturing of motor vehicle engines, engine chassis and motor vehicle
engine rebuilding industries;
o. Manufacture of Four or More Wheeled Motor Vehicle Body Industry and Trailer and
Semi-Trailer (KBLI 29200), including the business of manufacturing car parts or motor
vehicle bodies, such as truck bodies, bus bodies, pickup bodies, bodies for passenger
vehicles, and motor vehicles for special uses, such as containers, caravans and tank cars.
Including the manufacture of trailers, semi-trailers, and parts thereof;
p. Manufacture of Four or More Wheeled Motor Vehicle Parts and Accessories (KBLI
29300), includes the business of manufacturing components and parts of four-wheeled or
more motorized vehicles, such as leaf sporing, radiators, fuel tanks, muffles, brakes,
gearboxes/persnelling, axles, road wheels, suspension shock absorbers, silencers, exhaust
pipe, converter catalyst, clutch, steering wheel, steering column system and steering box;
spare parts and accessories for the body of a motor vehicle body, such as seat belts, doors,
bampers, airbags; car seats; motor vehicles electrical equipment, such as generators,
alternators, spark plugs, ignition wiring harnesses/starters, automatic door and window
opening and closing systems, installation of the argometer into the instrument panel, voltage
regulator; inverters for four-wheeled or more motor vehicles; and others; and
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q. Manufacture of Battery for Electric Motor Vehicles (KBLI 27203), includes the business
of making all kinds of batteries for electric motor vehicles.
2. The Company's supporting business activities are as follows:
To support business activities as described above, the Company may carry out all business
activities related to and supporting the Company's main business activities, including but not
limited to investing and/or divesting in other companies and not limited to conduct:
a. Holding Company Activities (KBLI 64200), includes the activities of holding companies,
namely companies that control the assets of a group of subsidiary companies and the main
activity is the ownership of the group. "Holding Companies" are not involved in the
business activities of its subsidiaries. Its activities include services provided by counsellors
and negotiators in designing corporate mergers and acquisitions.
Capital Structure and Composition of the Company's Shareholders
Based on Deed 36/2023 juncto Deed of Statement of Resolution of Shareholders Resolution No.
21 dated February 9, 2023 made before Humberg Lie, S.H., S.E., M.Kn, Notary in North Jakarta
Administration City who has obtained the approval of the Minister of Law and Human Rights based
on the Approval of Amendments to the Articles of Association of Limited Liability Company No.
AHU-0009742.AH.01.02.TAHUN 2023 dated February 13, 2023 ("Deed 21/2023"), the capital
structure and composition of shareholders in the Company as of the date of this Disclosure of
Information are as follows:
Authorized Capital : Rp800,000,000,000
Issued Capital : Rp437,500,000,000
Paid-up Capital : Rp437,500,000,000
The Company's Authorized Capital is divided into 80,000,000,000 (eighty billion) shares with a
nominal value per share of Rp10 (ten Rupiah).
Based on the Company's Shareholders List on November 30, 2023 issued by PT Electronic Data
Interchange Indonesia as the Company's Securities Administration Bureau, the Company's
shareholders are as follows:
Nominal Value Rp10 per Share
Information Notional Value
Number of Shares (%)
(Rp)
A. Authorized Capital 80,000,000,000 800,000,000,000
B. Issued and Fully Paid-up
Capital
1) PT Bakrie Metal 9,647,000,000 96,470,000,000 22.05
Industries
2) PT Bakrie & Brothers Tbk 19,928,000,000 199,280,000,000 45.55
3) PT Kuantum Akselerasi 4,840,000,000 48,400,000,000 11.06
Indonesia
4) Public (each under 5%) 9,335,000,000 93,350,000,000 21.34
Treasury Shares - - -
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Nominal Value Rp10 per Share
Information Notional Value
Number of Shares (%)
(Rp)
Total Issued and Paid-up Capital 43,750,000,000 437,500,000,000 100.00
C. Remaining Shares in Portfolio 36,250,000,000 362,500,000,000
Composition of the Company's Board of Commissioners and Board of Directors
Based on Deed 21/2023, the composition of the Board of Directors and Board of Commissioners of
the Company on the date of issuance of this Disclosure of Information is as follows:
Board of Commissioners
President Commissioner : Anindya Novyan Bakrie
Commissioner : Lord Aamer Ahmad Sarfraz
Independent Commissioner : Dino Patti Djalal
Independent Commissioner : Yukki Nugrahawan Hanafi
Board of Directors
President Director : Gilarsi Wahju Setijono
Director : Dino Ahmad Ryandi
Director : Achmad Amri Aswono Putro
2. PT Bakrie Metal Industries
PT Bakrie Metal Industries was established based on the Deed of Establishment of Limited Liability
Company No. 68 dated February 19, 1981, made before Abdul Latief S.H, Notary in Jakarta and
has obtained the approval of the Minister of Law and Human Rights based on Decree No. Y.A.
5/553/13 dated November 12, 1981 ("Deed of Establishment of PT Bakrie Metal Industries").
PT Bakrie Metal Industries' Articles of Association have been amended several times as lastly
amended based on the Deed of Meeting Resolution Statement of Amendment to Articles of
Association No. 01 dated February 7, 2023, made before Ati Mulyati, S.H., M.Kn, Notary in Jakarta,
which has been notified to the Minister of Law and Human Rights based on the Receipt of
Notification of Changes to the Company's Articles of Association No. AHU-0030332. AH.01.11 Year
2023 dated February 13, 2023 ("Deed of Latest Amendment of PT Bakrie Metal Industries").
PT Bakrie Metal Industries is headquartered at Jl. Raya Kaliabang Bungur, Bekasi, Indonesia.
Based on the provisions of Article 3 of PT Bakrie Metal Industries’ Articles of Association, the aims
and objectives of the PT Bakrie Metal Industries are:
1. PT Bakrie Metal Industries' main business activities are as follows:
The scope of business activities of PT Bakrie Metal Industries is engaged in the industry
sector.
2. PT Bakrie Metal Industries' supporting business activities are as follows:
To support business activities as described above, PT Bakrie Metal Industries may carry out all
business activities related to and supporting PT Bakrie Metal Industries' main business
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activities, including but not limited to investing and/or divesting in other companies and not
limited to conduct:
Manufacturing and selling corrugated steel pipes and multiplates for culverts, bridges,
irrigation channels, containers, highway safety fences, and safety fence bollards.
Capital Structure and Composition of PT Bakrie Metal Industries’ Shareholders
Based on Deed No.09 dated December 19, 2019 made before Kanya Candrika Katrini, S.H., M.Kn,
Notary in Bekasi City who has obtained the approval of the Minister of Law and Human Rights
based on the Approval of Amendments to the Articles of Association of Limited Liability Companies
No. AHU-0001782.AH.01.11.YEAR 2020 dated January 7, 2020 ("Deed 09/2019"), the capital
structure and composition of shareholders in PT Bakrie Metal Industries as of the date of this
Disclosure of Information are as follows:
Authorized Capital : Rp2,432,415,319,600
Issued Capital : Rp1,153,316,269,350
Paid-up Capital : Rp1,153,316,269,350
PT Bakrie Metal Industries’ Authorized Capital is divided into 38,825,464 (thirty-eight million eight
hundred twenty-five thousand four hundred sixty-four) shares with a nominal value per share of
Rp62,650 (sixty-two thousand six hundred and fifty Rupiah).
Nominal Value Rp62,650 per Share
Information Nominal Value
Number of Shares (%)
(Rp)
A. Authorized Capital 38,825,464 2,432,415,319,600
B. Issued and Fully Paid-up
Capital
1) PT Bakrie & Brothers 18,408,138 1,153,269,845,700 99.99
2) PT Bakrie Building 741 46,423,650 0.01
Industries
Treasury Shares - - -
Total Issued and Paid-up Capital 18,408,879 1,153,316,269,350 100.00
C. Remaining Shares in Portfolio 20,416,585 1,279,099,050,250
Composition of PT Bakrie Metal Industries’ Board of Commissioners and Board of Directors
Based on Deed No. 24 dated August 26, 2019, the composition of the Board of Directors and based
on Deed No. 21 dated March 26, 2021, the composition of the Board of Commissioners of PT Bakrie
Metal Industries on the date of issuance of this Disclosure of Information is as follows:
Board of Commissioners
President Commissioner : Anindya Novyan Bakrie
Commissioner : Anindra Ardiansyah Bakrie
Commissioner : Hendrajanto Marta Sakti
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Board of Directors
President Director : R. Atok Hendrayanto T.
Director : NRS. Sitimila Garmilah
3. PT Bakrie Construction
PT Bakrie Construction was first established based on the Deed of Establishment of Limited Liability
Company No. 73 dated August 9, 1985, made before Arikanti Natakusumah S.H., Notary in Jakarta
and has obtained the approval of the Minister of Law and Human Rights based on Decree No. C2-
2041-HT.01.01.TH'86 dated March 14, 1986 ("Deed of Establishment of PT Bakrie
Construction").
PT Bakrie Construction's Articles of Association have been amended several times as lastly
amended based on the Deed of Meeting Resolution Statement of Amendment to the Articles of
Association No. 02 dated September 04, 2023, made before Ati Mulyati, S.H., M.Kn., Notary in
Jakarta, which has been notified to the Minister of Law and Human Rights based on the Receipt of
Notification of Changes to the Company's Articles of Association No. AHU-0174791.
AH.01.11.YEAR 2023 dated September 04, 2023 ("Deed of Latest Amendment of PT Bakrie
Metal Industries").
PT Bakrie Construction is headquartered at Bakrie Tower, 35th Floor, Jl. HR Rasuna Said, Jakarta
Indonesia.
Based on the provisions of Article 3 of PT Bakrie Construction's Articles of Association, the aims
and objectives of PT Bakrie Construction are:
1. PT Bakrie Construction's main business activities are as follows:
The scope of business activities of PT Bakrie Construction is engaged in construction
steelmaking related to project management and construction services.
2. PT Bakrie Construction's supporting business activities are as follows:
To support business activities as described above, PT Bakrie Construction may carry out all
business activities related to and supporting PT Bakrie Construction's main business activities,
including but not limited to investing and/or divesting in other companies and not limited to
conduct:
Fabrication, steel installation and related mechanical installations, small scale building
construction projects in connection with site preparation, foundation construction work,
soil plates and supporting building works and related construction management
activities.
Capital Structure and Composition of PT Bakrie Construction's Shareholders
Based on Deed of Latest Amendment of PT Bakrie Metal Industries, the capital structure and
composition of shareholders in PT Bakrie Construction as of the date of this Information Disclosure
are as follows:
Authorized Capital : Rp1,000,000,884,000
Issued Capital : Rp644,508,719,000
Paid-up Capital : Rp644,508,719,000
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Nominal Value
Information Number of Shares (%)
(Rp)
A. Authorized Capital 80,640 1,000,000,884,000
B. Issued and Fully Paid-up
Capital
1) PT Bakrie Metal
Industries
- Series A Share 1,020 1,139,340,000 1.847
- Series B Share 6,894 65,389,590,000 12.481
- Series C Share 1,801 16,270,234,000 3.261
- Series D Share 9,675 108,688,950,000 17.516
- Series E Share 20,000 243,920,000,000 36.209
- Series F Share 14,865 208,005,945,000 26.912
2) PT Bakrie & Brothers
- Series A Share 980 1,094,660,000 1.774
Treasury Shares - - -
Total Issued and Paid-up Capital 55,235 644,508,719,000 100.00
C. Remaining Shares in Portfolio 25,405 355,492,165,000
Composition of PT Bakrie Construction's Board of Commissioners and Board of Directors
Based on Deed No. 03 dated October 19, 2022, the composition of the Board of Directors and Deed
No. 02 dated March 7, 2023, the composition of the Board of Commissioners of PT Bakrie
Construction on the date of issuance of this Disclosure of Information is as follows:
Board of Commissioners
Commissioner : R. Atok Hendrayanto T.
Board of Directors
Director : NRS. Sitimila Garmilah
Transaction Value
The maximum total value of the Transaction is Rp180,075,237,000.- (one hundred eighty billion
seventy-five million two hundred thirty-seven thousand Rupiah). Thus, the Transaction is not a material
transaction as referred to in POJK 17/2020 since the value of the Transaction does not reach 20%
(twenty percent) of the Company's total equity based on the Company's Interim Consolidated Financial
Statements for the period ended September 30, 2023 which are reviewed on a limited basis by Public
Accounting Firm Jojo Sunarjo & Partners.
Nature and Relationship of Affiliation with the Company
The nature of the affiliated relationship between PT Bakrie Construction and PT Bakrie Metal Industries
with the Company are as follows:
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a. PT Bakrie Construction is an Affiliate of the Company where both are controlled by the same party,
either directly or indirectly, by PT Bakrie & Brothers Tbk;
b. PT Bakrie Metal Industries is an Affiliate of the Company in which PT Bakrie Metal Industries is the
Major Shareholder of the Company; and
c. there is a member of the Board of Commissioners of PT Bakrie Metal Industries who also serves
as a member of the Board of Commissioners of the Company.
Transaction Summary
a. Construction Agreement
Parties:
1. The Company; and
2. PT Bakrie Construction.
Scope of Construction Agreement:
The Company has executed the Construction Agreement with PT Bakrie Construction in relation
to the construction work and development services for industry and office activities on the facility
of the Company located at Jl. Raya Magelang Purworejo KM 10, Tempurejo Village, Tempuran
District, Magelang Regency, Central Java Province (“Work”). The scope of Work is among others
but not limited to mechanical engineering and building (including a united shop, inspection shop,
carport, wastewater treatment, and information technology system). The period to conclude the
Work is 12 (twelve) months after the Construction Agreement is executed. Moreover, the
Company also provides a guarantee for working capital facility obtained from a banking institution
in relation to the work conducted by PT Bakrie Construction with fee amounting to 0.25% (zero
point two five percent) for the Company.
b. Pledge of Shares Agreement
Parties:
1. The Company; and
2. PT Bakrie Metal Industries.
Scope of Pledge of Shares Agreement:
In relation to the implementation of Work, the Company and PT Bakrie Metal Industries have
signed the Pledge of Shares Agreement in which PT Bakrie Metal Industries, as the pledgor,
agrees to pledge all of its shares on PT Bakrie Construction equal to 98.23% (ninety-eight point
two three percent) of shares issued by PT Bakrie Construction.
c. Corporate Guarantee Agreement
The Company has signed the Corporate Guarantee Agreement for the working capital facility
obtained from a banking institution in relation to the work conducted by PT Bakrie Construction.
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SUMMARY OF THE APPRAISER'S REPORT
a. Fairness Opinion Report on Transaction
The Company has appointed KJPP KR as a registered Independent Appraiser based on the
Ministry of Finance Decree No. 2.19.0162 dated 15 July 2019 and listed as a capital market
supporting profession of the Financial Services Authority under Registered Letter of Capital Market
Supporting Profession of OJK No. STTD.PB-01/PJ-1/PM.223/2023 (business appraiser). KJPP KR
has been assigned by the management of the Company to determine the fairness opinion of the
Transaction in accordance with our engagement letter No. KR/231127-001 dated November 27
2023 which was approved by the Company's management.
The following is a summary of KJPP KR's fairness opinion report on the Transaction as stated in
its report No. 00165/2.0162-00/BS/05/0153/1/XII/2023 dated December 28 2023 with the following
summary:
1. Transacting Parties
The transacting parties are the Company, PT Bakrie Construction, and PT Bakrie Metal
Industries.
2. Appraisal Object
The transaction object in the fairness opinion of the Transaction are as follows:
a. Transaction where the Company agreed to provide Work to PT Bakrie Construction with
the scope of work including but not limited to mechanical engineering and buildings
(including united shops, inspection facilities, vehicle storage, water disposal facilities, and
information technology systems), with a transaction value of IDR 180.08 billion;
b. Transaction where the Company has agreed to provide a corporate guarantee to a banking
institution in the amount of Rp155.00 billion for working capital facility, where the Company
is the guarantor for PT Bakrie Construction to guarantee and cover the payment in full,
orderly and appropriately of all and every amount of money which is currently and/or in the
future owed and must be paid by PT Bakrie Construction to a banking institution, the
Company binds itself to a banking institution as guarantor or guarantor for the payment of
working capital facility; and
c. Transaction where the Company has agreed to receive a pledge of shares from
PT Bakrie Metal Industries, rights, interests and ownership of all shares or the equivalent
of 98.23% (ninety-eight point two three percent) of PT Bakrie Construction’s shares, as
collateral for the completion of work based on the terms and conditions as contained in the
Pledge of Shares Agreement.
3. Purpose and Objective of Appraisal
Purpose and objective of the preparation of the fairness opinion on the Transaction are to
provide an overview on the fairness of the Transaction to the Company’s Board of Directors
from financial aspects and to comply with the applicable regulations, i.e. POJK 42/2020.
4. Assumptions and Main Limit Conditions
a. The fairness opinion analysis on the Transaction was prepared using the data and
information as disclosed above, such data and information which KJPP KR have reviewed.
In performing the analysis, KJPP KR relied on the accuracy, reliability and completeness
of all financial information, information on the legal status of the Company and other
information provided to KJPP KR by the Company or publicly available and KJPP KR are
not responsible for the accuracy of such information. Any changes to the data and
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information may materially influence the outcome of KJPP KR's opinion. KJPP KR also
relied on assurances from the management of the Company that they did not know the
facts which led to the information given to KJPP KR being incomplete or misleading.
Therefore, KJPP KR is not responsible for the changes in the conclusions of KJPP KR's
fairness opinion caused by changes in those data and information.
b. The Company's financial projections before and after the Transaction were prepared by
the Company's management. KJPP KR have reviewed such financial projections and
those financial projections have described the operating conditions and performance of
the Company. Overall, there were not any significant adjustments to be made by KJPP KR
to the performance targets of the Company.
c. KJPP KR did not perform an inspection of the Company's fixed assets or facilities. In
addition, KJPP KR also did not give an opinion on the tax impact of the Transaction. The
service KJPP KR provided to the Company in connection with the Transaction merely was
the provision of the fairness opinion on the Transaction, not accounting services, auditing
or taxation. KJPP KR did not perform research on the validity of the Transaction from legal
aspects and implication of taxation aspects. The fairness opinion on the Transaction was
only performed from economic and financial aspects. The fairness opinion report on the
Transaction represented a non-disclaimer opinion and was an open-for-public report
unless there was confidential information on such a report, which might affect the
Company's operations. Furthermore, KJPP KR has also obtained information on the legal
status of the Company and PT Bakrie Construction based on the articles of association of
the Company and PT Bakrie Construction.
d. KJPP KR’s work related to the Transaction was not and could not be interpreted in any
form, a review or an audit or implementation of certain procedures of financial information.
The work was also not intended to reveal weaknesses in internal control, errors or
irregularities in the financial statements or violation of law. In addition, KJPP KR did not
have the authority and was not in a position to obtain and analyze a form of other
transactions that existed and might be available to the Company other than the Transaction
and the effect of these transactions on the Transaction.
e. This Fairness Opinion was prepared based on the market and economic conditions,
general business and financial conditions as well as government regulations related to the
Transaction plan on the issuance date of this fairness opinion.
f. In preparing the fairness opinion, KJPP KR applied several assumptions, such as the
fulfilment of all conditions and obligations of the Company as well as all parties involved in
the Transaction. The Transaction would be executed as described according to a
predetermined period and the accuracy of the information regarding the Transaction which
was disclosed by the Company's management.
g. The fairness opinion should be viewed as a whole and the use of partial analysis and
information without considering other information and analysis as a whole may cause a
misleading view and conclusion on the process underlying the fairness opinion. The
preparation of the fairness opinion was a complicated process and might not be possible
to perform through incomplete analysis.
h. KJPP KR also assumed that from the issuance date of the fairness opinion until the
execution date of the Transaction, there were no changes that could materially affect the
assumptions used in the preparation of the fairness opinion. KJPP KR are not responsible
for reaffirming or to supplement or to update KJPP KR's opinion due to the changes in the
assumptions and conditions as well as events occurring after the date of the report. The
calculation and analysis of the fairness opinion have been performed properly and KJPP
KR are responsible for the fairness opinion report.
i. The conclusion of the fairness opinion is applicable for no changes that might materially
impact on Transaction. Such changes include but are not limited to, the changes in
conditions both internally on the Company and externally on the market and economic
conditions, general conditions of business, trading and financial as well as government
regulations of Indonesia and other relevant regulations after the issuance date of the
fairness opinion report. Whenever after the issuance date of the fairness opinion report
such changes occur, the fairness opinion on the Transaction might be different.
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5. Approaches and Methods
In evaluating the fairness opinion on the Transaction, KJPP KR performed analysis through
the approaches and procedures of the fairness opinion on the Transaction as follows:
1. analysis of the Transaction;
2. qualitative and quantitative analysis of the Transaction; and
3. analysis of the fairness on the Transaction.
6. Conclusion
Based on the scope of works, assumptions, data, and information acquired from the
Company's management which was used in the preparation of this fairness opinion report, a
review of the financial impact on the Transaction as disclosed in the fairness opinion report,
therefore in KJPP KR opinion, the Transaction is fair.
b. Fairness Opinion Report on Object of the Transaction
The Company has appointed KJPP Nana & Rekan to conduct a valuation of PT Bakrie
Construction shares with a cut-off valuation as of September 30, 2023 in accordance with offering
letter No. 086C/NN/SPK/XI/2023 dated November 17, 2023.
The following is a summary of the fairness opinion report on the object of the Transaction as stated
in its report No.00127/2.1701-00/PI/03/0238/1/XII/2023 dated December 18, 2023 with the
following summary:
1. Transacting Parties
The transacting parties are PT Bakrie Construction and PT VKTR Teknologi Mobilitas Tbk.
2. Appraisal Object
The object of the appraisal is shares of PT Bakrie Construction amounting to 100.00% (one
hundred percent) or 55,235 (fifty-five thousand two hundred thirty-five) shares.
3. Purpose and Objective of Appraisal
The purpose and objective of the valuation are to determine the market value of PT Bakrie
Construction shares amounting to 100.00% (one hundred percent) or 55,235 (fifty-five
thousand two hundred thirty-five) shares for the benefit of guarantee to the Company, thus
this report is used limited for such purposes not for other purposes.
4. Assumptions and Main Limit Conditions
a. This Appraisal Report is a non-disclaimer opinion.
b. This Appraisal Report should be viewed as a whole and the use of a portion of the analysis
and information without considering the whole information and analysis may lead to a
misleading view of the process underlying the assessment. The preparation of this
Appraisal Report is a complex process and may not be possible through incomplete
analysis.
c. The Appraisal Report is prepared by taking into account market and economic conditions,
general business and financial conditions, and government regulations as of the date this
Appraisal Report is issued. This assessment is only carried out on the object of
assessment as described above.
d. This Appraisal Report is prepared based on the principle of information and data integrity.
In preparing this Appraisal Report, KJPP Nana bases and is based on information and
data as provided by the Company's management which based on the nature of fairness is
15
Page 16
true, complete, reliable, and not misleading. KJPP Nana does not conduct detailed audits
or compliance tests on explanations or data provided by the Company's management,
both oral and written, and thus KJPP Nana cannot guarantee or be responsible for the
truth and completeness of such information or explanations.
e. This assessment is based on careful analysis and calculation of the assessed efforts in
accordance with the data and information obtained, namely:
● The company's audited financial statements for the years ended December 31, 2020
through September 30, 2023.
● The company's Financial Budget and Strategic Plan for 2024 to 2028 prepared by the
company's management.
● Discussion with the Company’s management to explain and get further information
from the information provided.
f. The appraiser reviews the documents used in the appraisal process.
g. The financial projections used are adjusted financial projections that reflect the fairness of
financial projections made by management with their ability to achieve (fiduciary duty).
h. The appraiser obtains information on the legal status of the object of assessment from the
assignor.
i. The appraiser does not conduct a direct examination of the ownership or business interests
that constitute this appraisal.
j. To the best of KJPP Nana’s knowledge and belief, the statements of fact in this report on
which our analyses, conclusions and opinions are based are true.
k. The appraiser has no interest in the assets, ownership or business interests that are the
subject of this appraisal, either now or in the future.
l. KJPP Nana has no personal interest or inclination to take sides concerning the subject
matter of this report or the parties involved therein.
m. The compensation we receive from these assessment assignments is not linked to
reported grades or based on predetermined assessment results.
n. KJPP Nana is responsible for this appraisal report and the conclusion of the final grade.
o. Signature of the head of the Partner and the official company stamp are absolute
requirements for the validity of this Certificate of Appraisal and the appraisal report
attached.
5. Approaches and Methods
In valuing the PT Bakrie Construction’s shares, 2 (two) approaches are used, namely the
Income Approach with the Discounted Cash Flow (DCF) method and the Asset Approach with
the Adjusted Book Value (ABV) method. Based on this DCF method, the net asset value
obtained from the calculation of future income projections will be determined, which is used
as an indication of value in the present, while the ABV method will adjust the book value of
items on the balance sheet of the valuation year to market value, so that both methods will
determine the market value of equity by reconciliation.
6. Conclusion
Based on the results of the study and analysis that has been carried out using the Discounted
Cash Flow and Adjusted Book Value methods, we are of the opinion that the market value of
100.00% (one hundred percent) shares or 55,235 (fifty-five thousand two hundred thirty-five)
shares of PT Bakrie Construction as of September 30, 2023 is Rp238,689,000,000,- (two
hundred thirty-eight billion six hundred eighty-nine million Rupiah).
16
Page 17
EXPLANATION, CONSIDERATION, AND REASONS FOR CONDUCTING
TRANSACTIONS COMPARED TO OTHER SIMILAR TRANSACTIONS THAT ARE NOT
CARRIED OUT WITH AFFILIATED PARTIES
By implementing the Transaction, the Company can increase the production capacity for electric buses
and trucks’ assembly at the Company’s facility located in Jl. Raya Magelang Purworejo KM 10,
Tempurejo Village, Tempuran District, Magelang Regency, Central Java Province with lower cost by
also maintaining the quality if it is conducted with affiliated parties, thus the Company can reduce the
cost and will increase the sales of the Company.
Furthermore, before the Transaction is carried out, the Company has conducted an assessment using
internal procedures if a similar transaction is carried out with an unaffiliated party using the same terms
and conditions as the Transaction, the result of which is that the terms and conditions of the Transaction
have been carried out in accordance with generally accepted business practices.
STATEMENT FROM THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS
OF THE COMPANY
The Board of Commissioners and Board of Directors of the Company, individually or jointly, declare that
all material information in connection with the Transaction has been disclosed and such information is
not misleading and the Transaction is not a Conflict of Interest Transaction as referred to in POJK
42/2020 and is not a material transaction as referred to in POJK 17/2020 since the transaction value
does not reach 20% (twenty percent) of the Company's total equity based on the Company's Interim
Consolidated Financial Statements for the period ended September 30, 2023 which was reviewed on a
limited basis by Public Accounting Firm Jojo Sunarjo & Partners.
The Board of Directors of the Company declares that the Transaction has gone through the procedures
owned by the Company as required in POJK 42/2020 to ensure that the Affiliated Transaction has been
carried out in accordance with applicable regulations and generally accepted business practices.
ADDITIONAL INFORMATION
The translation of the Disclosure of Information document is an unofficial translation of the Indonesian
document. In the event of any discrepancies between the two documents, the Indonesian document
shall prevail.
If you need further information, please contact the Company at the address:
PT VKTR Teknologi Mobilitas Tbk
Corporate Secretary
Bakrie Tower, 35th Floor
Jl. H.R. Rasuna Said, South Jakarta 12940, Indonesia
Phone: +62 21 2991 2222
Fax: +62 21 2991 2333
E-mail: corsec@vktr.id
Website: www.vktr.id
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18
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Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
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confidence 0.091
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12 Sep 2026 21:43
Raw output
{'appraiser_exempt': None,
'appraiser_name': '',
'assets': [],
'currency': None,
'fact_type': '',
'issuer_name': '',
'kind': 'MATERIAL_FACT',
'kjpp_name': '',
'letter_number': '',
'object_text': '',
'object_truncated': False,
'parties': [],
'pct_of_equity': None,
'reference_period': '',
'requires_rups': None,
'rups_date': None,
'ticker': '',
'transaction_date': None,
'valuation_date': None,
'value': None}