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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 with a loan agreement made by and between the Company and PT Pani Bersama Jaya, which is 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 28 December 2023
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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.
“MOLHR” : Minister of Law and Human Rights 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.
Disclosure Information of PT Merdeka Copper Gold Tbk 1
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“PBJ” PT Pani Bersama Jaya, domiciled in South Jakarta, 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” : Loan Agreement made by and between the Company and PBJ which is
effective on 27 December 2023 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.
“Term SOFR” : The Secured Overnight Financing Rate (“SOFR”) reference rate,
administered by CME Group Benchmark Administration Limited (or any
other person who takes over the administration of that rate), which is
published on the following website https://www.cmegroup.com/market-
data/cme-groupbenchmark-administration/term-sofr.html.
“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
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.
Disclosure Information of PT Merdeka Copper Gold Tbk 2
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“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 27
December 2023, the Company and PBJ have signed an 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 PBJ 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. 00462/2.0118-00/BS/02/0520/1/XII/2023 dated 22 December 2023 on the Fairness Opinion
Report on the Proposed Loan Provision Transaction to PT Pani Bersama Jaya by PT Merdeka Copper
Gold Tbk (“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.
DESCRIPTION OF THE TRANSACTION
Information Regarding the Parties Involved
1. The Company
The Company, established under the name of PT Merdeka Serasi Jaya, pursuant to Deed of
Establishment of Limited Liability Company No. 02 dated 5 September 2012, made before Ivan Gelium
Lantu, S.H., M.Kn., Notary in Depok City, which has been ratified by MOLHR by virtue of its Decree
No. AHU-48205.AH.01.01.Tahun 2012 dated 11 September 2012, and has been announced in the
State Gazette of the Republic of Indonesia No. 47 dated 11 June 2013, Supplement No. 73263.
The Company’s Articles of Association have been amended several times as lastly amended by Deed
of Statement of Meeting Resolution on Amendment to the Articles of Association No. 59 dated 12 April
2023, drawn up before Jose Dima Satria, S.H., M.Kn., Notary in Administrative City of South Jakarta,
which has been approved by the MOLHR by virtue of the Decree No. AHU-0023036.AH.01.02.TAHUN
Disclosure Information of PT Merdeka Copper Gold Tbk 3
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2023 dated 17 April 2023 and has been notified to the MOLHR based on Receipt of Notification of the
Change of the Company’s Data No. AHU-AH.01.09-0111358 dated 17 April 2023 (“Deed 59/2023”).
The Company is headquartered at Treasury Tower, 67th – 68th Floor, District 8 SCBD Lot. 28,
Jl. Jend. Sudirman Kav. 52-53, Senayan, Kebayoran Baru, South Jakarta 12190, DKI Jakarta,
Indonesia.
According to Article 3 of the Company’s Articles of Association, the purposes and objectives of the
Company are to conduct business in the field of holding company activities and other management
consulting activities.
To achieve the abovementioned purposes and objectives, the Company shall perform the main
business activities as follows:
a. holding company’s activities, including the ownership and/or control of its group of subsidiaries;
and
b. activities of other management consultation, of which the main activities (as relevant) are to give
assistance of business advice, guidance and operation and other organization and management
issues, such as strategic and organizational planning, decisions related to finance, marketing
objective and policy, planning, practice, and policy of human resources, planning of production
scheduling and control.
To achieve the abovementioned main business activities of the Company, the Company shall perform
the supporting business activities as follows:
a. services provided as a counselor and negotiator in planning companies’ merger and acquisition;
and
b. providing services covering assistance in advice, guidance and operation of business, and other
organizational and management issues, such as strategic and organizational planning; decisions
related to finance; marketing objective and policy; planning, practice and policy of human
resources; planning of production scheduling and control. This providing of business services may
cover assistance in finance, advice, guidance and operation of various management functions,
management consultancy in agronomy and economy in agriculture and the like, design of
accounting methods and procedures, cost accounting program, budget monitoring procedures,
provision of funding, advice and assistance to business and community service in planning,
organizing, efficiency and supervision, management information, etc., including but not limited to
services in infrastructure investment study.
Capital Structure and Shareholders’ Composition of the Company
Pursuant to Deed of Statement of Meeting Resolution of the Amendment of the Articles of Association
No. 69 dated 25 September 2019 made before Liestiani Wang, S.H., M.Kn., Notary in Administrative
City of South Jakarta which has been notified to the MOLHR based on the Receipt of Notification of
the Amendment of the Articles of Association No. AHU-AH.01.03-0339775 dated 2 October 2019
juncto Deed of Statement of Meeting Resolutions of the Amendment of the Articles of Association No.
9 dated 12 May 2022, made before Jose Dima Satria, S.H., M.Kn., Notary in the Administrative City of
South Jakarta, which has been notified to the MOLHR based on the Receipt of Notification of
Amendment to of the Articles of Association No. AHU-AH.01.03-0237201 dated 13 May 2022, the
Company’s capital structure and shareholding composition as of the date of this Information Disclosure
is as follows:
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Authorized Capital : IDR1,400,000,000,000
Issued Capital : IDR482,217,015,420
Paid-up Capital : IDR482,217,015,420
The Company’s authorized capital is divided into 70,000,000,000 (seventy billion) shares, with a
nominal value of IDR20 (twenty Rupiah) per share.
According to the Shareholders Register of the Company dated 30 November 2023 issued by PT
Datindo Entrycom as Share Registrar of the Company, the shareholders of the Company are as
follows:
Nominal Value of IDR20 per share
Description
Number of Shares Nominal Value (IDR) (%)
A. Authorized Capital 70,000,000,000 1,400,000,000,000
B. Issued and Paid-up Capital
1) PT Saratoga Investama 4,494,361,397 89,887,227,940 18.640
Sedaya Tbk
2) PT Mitra Daya Mustika 2,907,302,421 58,146,048,420 12.058
3) Garibaldi Thohir 1,774,021,214 35,480,424,280 7.358
4) PT Suwarna Arta Mandiri 1,347,254,738 26,945,094,760 5.588
5) Hongkong Brunp & Catl
1,205,542,539 24,110,850,780 5.000
Co., Limited
6) Gavin Arnold Caudle 80,966,431 1,619,328,620 0.336
7) Hardi Wijaya Liong 69,596,728 1,391,934,560 0.289
8) Andrew Phillip Starkey 700,000 14,000,000 0.003
9) Albert Saputro 355,600 7,112,000 0.001
10) Titien Supeno 567,400 11,348,000 0.002
11) Public (respectively under 12,163,987,603 243,279,752,060 50.450
5%)
Treasury Shares 66,194,700 1,323,894,000 0.275(1)
Total of Issued and Fully
24,110,850,771 482,217,015,420 100.000
Paid-up Shares
C. Portfolio Shares 45,889,149,229 917,782,984,580
Note:
(1) treasury shares cannot be utilized to cast votes in the General Meeting of Shareholders and cannot be
calculated to determine the quorum to be reached in the General Meeting of Shareholders as well as not
being entitled to obtain dividend distribution.
Composition of the Board of Directors and Board of Commissioners of the Company
Based on Deed 59/2023, the composition of the Company’s Board of Directors and Board of
Commissioners on the issuance date of this Information Disclosure is as follows:
Board of Commissioners
President Commissioner : Edwin Soeryadjaya
Commissioner : Yoke Candra
Commissioner : Tang Honghui
Disclosure Information of PT Merdeka Copper Gold Tbk 5
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Independent Commissioner : Budi Bowoleksono
Independent Commissioner : Muhamad Munir
Board of Directors
President Director : Albert Saputro
Vice President Director : Jason Laurence Greive
Director : Andrew Phillip Starkey
Director : Gavin Arnold Caudle
Director : Hardi Wijaya Liong
Director : David Thomas Fowler
Director : Titien Supeno
Director : Chrisanthus Supriyo
2. PBJ
PBJ, domiciled in South Jakarta, is a limited liability company established based on the Deed of
Establishment of Limited Liability Company No. 87 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 its
Decree No. AHU-2467705.AH.01.01.TAHUN 2015 dated 20 November 2015.
PBJ’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. 141
dated 19 December 2022 which was made before Darmawan Tjoa, S.H., S.E., Notary in Jakarta, which
has been notified to the MOLHR based on (i) the Receipt of Notification of Amendment to the Articles
of Association No. AHU-AH.01.03-0328481; (ii) the Receipt of Notification of Change of the Company’s
Data No. AHU-AH.01.03-0328485; and (iii) the Receipt of Notification of the Company’s Merger No.
AHU-AH.01.09-0088367, all dated 19 December 2022 (“Deed 141/2022”).
Based on Article 3 of the Articles of Association of PBJ, the purpose and objective of PBJ is to conduct
business in the field of holding company activities.
To achieve the abovementioned purposes and objectives, PBJ may carry out business activities,
namely holding company activities (KBLI 64200), which is conducting activities as a holding
companies, namely a company that controls the assets of a group of subsidiary companies and the
main activity is the ownership of such group.
Capital Structure and Shareholder’s Composition of PBJ
Based on the Deed of Statement of Circular Resolutions in Lieu of Extraordinary General Meeting of
Shareholders No. 85 dated 30 May 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-0036220.AH.01.02.TAHUN 2022 and has been notified to the MOLHR based on the Receipt
of Notification of Amendment to the Articles of Association No. AHU-AH.01.03-0243208, both dated
30 May 2022 juncto Deed 141/2022, the capital structure and share ownership composition of PBJ
are as follows:
Authorized Capital : IDR200,000,000,000
Issued Capital : IDR100,183,000,000
Paid-up Capital : IDR100,183,000,000
Disclosure Information of PT Merdeka Copper Gold Tbk 6
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The Authorized Capital of PBJ is divided into 200,000 (two hundred thousand) shares, with a nominal
value of IDR1,000,000 (one million Rupiah) per share.
Therefore, the composition of PBJ’s share ownership is as follows:
Nominal Value of IDR1,000,000 per share
No. Shareholders’ Name
Number of
Nominal Value (IDR) %
Shares
1. The Company 70,181 70,181,000,000 70.05
2. Garibaldi Thohir 6,953 6,953,000,000 6.94
3. PT Unitras Kapital Indonesia 2,204 2,204,000,000 2.20
4. PT Elias Aldana Manajemen 1,002 1,002,000,000 1.00
5. PT Nugraha Eka Kencana 1,501 1,501,000,000 1.50
6. Winato Kartono 10,389 10,389,000,000 10.37
7. Hardi Wijaya Liong 4,448 4,448,000,000 4.44
8. Santoso Kartono 1,403 1.403,000,000 1.40
9. Sakti Wahyu Trenggono 601 601,000,000 0.60
10. Edi Permadi 1,501 1,501,000,000 1.50
Total 100,183 100,183,000,000 100.00
Portfolio Shares 99,817 99,817,000,000 -
Composition of the Board of Directors and Board of Commissioners of PBJ
According to the Deed of Statement of Circular Resolutions of Shareholders in Lieu of Extraordinary
General Meeting of Shareholders No. 55 dated 28 April 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
Change of the Company’s Data No. AHU-AH.01.09-0121405 dated 27 May 2023, the composition of
the Company’s Board of Directors and Board of Commissioners of PBJ is as follows:
Board of Commissioners
President Commissioner : Albert Saputro
Commissioner : Januarius Felix Lumban Gaol
Board of Directors
President Director : Syamsul Bahri Ilyas
Director : Cahyono Seto
Director : David Thomas Fowler
Director : Boyke Poerbaya Abidin
Transaction Value and Scope of the Agreement
Pursuant to the Agreement, the Company as the lender agrees to provide financing fund to PBJ with a total
value of up to USD175,000,000.00 (one hundred seventy-five million United States Dollar) (“Financing
Fund”) which will be used by PBJ for the purpose of, including but not limited to the general corporate,
including for capital and operational expenditure, working capital of PBJ, and other purposes as required
by PBJ.
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Financing Fund under the Agreement bears interest rate at the 3 (three) months Term SOFR plus a margin
of 5.76% (five point seven six percent) per annum with a maturity date in the 5th (fifth) year from the effective
date of the Agreement.
Furthermore, the Transaction is not a material transaction as referred to in POJK 17/2020 considering that
the value of 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.
Nature and Affiliation Relationship with the Company
The nature of the Affiliation relationship between PBJ with the Company are as follow:
a. PBJ is a Controlled Company of the Company, with shares owned directly by the Company in the
amount of 70.05% (seventy point zero five percent); and
b. there are members of the Board of Directors and the Board of Commissioners of PBJ who also serve
as members 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. 201.1/IDR/DO.2/Pr-FO/XI/2023 dated 10
November 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. 00462/2.0118-00/BS/02/0520/1/XII/2023 dated 22 December 2023:
a. Transacting Parties
The transacting parties are the Company as the lender and PBJ as the borrower.
b. Appraisal Object
The object of the appraisal is the proposed loan provision transaction to PBJ by the Company.
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
appraisal uses financial projections.
5. The appraiser is responsible for the implementation of appraisal and fairness of the financial
Disclosure Information of PT Merdeka Copper Gold Tbk 8
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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 guarantee related to the Transaction;
5. conducting an analysis of the fairness of the Transaction value; and
6. conducting an analysis of other relevant factors.
f. Conclusion
The amount of funds from the object of the Transaction in the form of a loan provision to PBJ by the
Company can be repaid on maturity date, thus it can be concluded that the amount of funds from the
object of the Transaction is fair.
The analysis results of the loan interest rates from the Company as the lender imposed to PBJ within
the range of similar interest rates from previous transactions. Therefore, it can be concluded that the
loan interest rates imposed by the Company on PBJ is fair.
The analysis results of the financial impact of the Transaction to be carried out on the interests of
Shareholders concluded that the Transaction will increase the Company's revenue and profit which
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
proposed Transaction that will be carried out on the interests of Shareholders are to support the
business development of PBJ and its subsidiaries, so that PBJ and its subsidiaries will immediately
operate commercially and will have a contribution to increasing profits on a consolidated scale for the
Company as the parent company of PBJ in accordance 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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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:
(*) 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.
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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, the Company may provide funding support that will be utilised by PBJ for
the purpose of, including but not limited to, the general corporate, including for capital and operational
expenditure, and the working capital of PBJ, and other purposes as required by PBJ.
Thus, the Transaction will be more efficient if carried out with the Company as the holding company of PBJ.
Furthermore, it is expected that this Transaction can have a positive impact on the Company, which in turn
creates added value for the Company's Shareholders indirectly.
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 have
been carried out in accordance with prevailing regulations and generally accepted business practices.
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12 Sep 2026 21:44
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