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20231223_ANTM_Transaksi Material Tanpa Persetujuan RUPS_31562223_lamp4.pdf
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THE DISCLOSURE OF INFORMATION TO SHAREHOLDERS REGARDING
MATERIAL TRANSACTIONS AND AFFILIATED TRANSACTIONS OF
PT ANEKA TAMBANG TBK (THE “COMPANY”)
This Information Disclosure to the Company’s Shareholders (as defined below) is intended to provide explanation
to the public regarding the SDA-ANTAM Divestment Transaction by the Company and ARI as the Controlled
Company, which is part of the Transaction Series within the framework of cooperation related to the EV Battery
Project (as defined below).
The SDA-ANTAM Divestment Transaction is part of the series of Material Transactions as defined in the Financial
Services Authority Regulation Number 17/POJK.04/2020 on Material Transactions and Alteration in Business
Activities (“POJK 17/2020”) and simultaneously an Affiliated Transaction as defined in the Financial Services
Authority Regulation Number 42/POJK.04/2020 on Affiliated Transactions and Conflict of Interest Transactions
(“POJK 42/2020”).
THE INFORMATION PROVIDED IN THIS INFORMATION DISCLOSURE IS IMPORTANT AND SHOULD
BE READ AND DULY NOTED BY THE COMPANY’S SHAREHOLDERS.
IF YOU ENCOUNTER DIFFICULTIES IN UNDERSTANDING THE INFORMATION PROVIDED IN THIS
DISCLOSURE, IT IS ADVISABLE TO SEEK ADVICE FROM LEGAL CONSULTANT, CERTIFIED PUBLIC
ACCOUNTANT, FINANCIAL ADVISOR, OR OTHER PROFESSIONALS.
THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS OF THE COMPANY AFFIRM THAT
ALL MATERIAL INFORMATION OR FACTS CONTAINED IN THIS INFORMATION DISCLOSURE ARE
COMPLETE, ACCURATE, AND NOT MISLEADING.
THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS OF THE COMPANY ALSO DECLARE
THAT THIS MATERIAL TRANSACTION AND AFFILIATED TRANSACTION DO NOT CONTAIN ANY
CONFLICT OF INTEREST.
PT ANEKA TAMBANG TBK
Business Activities
Engaged in the mining of various types of mineral resources, and involved in industrial, trading, transportation,
and related services associated with the mining of various types of mineral resources, as well as optimizing the
utilization of resources owned by the Company to produce high-quality goods and/or services with strong
competitiveness to obtain/seek profits to enhance the Company's value while adhering to the principles of a
Limited Liability Company.
Domiciled in Jakarta, Indonesia.
Head Office
Gedung Aneka Tambang Tower A
Jl. Letjen T.B. Simatupang No. 1, Lingkar Selatan, Tanjung Barat, Jakarta 12530
Telephone: (021) 789 1234
E-mail: corsec@antam.com
Website: https://www.antam.com
This Information Disclosure is issued in Jakarta on the date of 22 December 2023
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DEFINITION AND ABBREVATIONS
“Affiliated : Any activity and/or transaction conducted by a Publicly-Listed Company
Transaction” or a Controlled Company with Affiliates of the Publicly-Listed Company or
Affiliates of members of board of directors, members of board of
commissioners, major shareholders, or controllers, including any activity
and/or transaction conducted by the Publicly-Listed Company or
Controlled Company for the benefit of Affiliates of a Publicly-Listed
Company or Affiliates of members of board of directors, members of board
of commissioners, major shareholders, or controllers.
“Affiliation” : Parties as referred to in Article 1 paragraph (1) POJK 42/2020, namely:
a. family relationships by marriage up to the second degree, both
horizontally and vertically;
b. relationships between a party and employees, directors, or
commissioners of that party;
c. relationships between 2 (two) companies in which there are 1 (one)
or more common members of the board of directors or board of
commissioners;
d. relationships between a company and a party, whether directly or
indirectly controlled by or controlling that company;
e. relationships between 2 (two) controlled companies, whether directly
or indirectly, by the same party; or
f. relationships between the company and major shareholders.
“Appraiser” : An individual who, through their expertise, engages in appraisal activities
within the capital market field.
“ARI” : PT ANTAM Resourcindo, a limited liability company established under the
laws of the Republic of Indonesia, having its registered address at Jalan
Letjen T.B. Simatupang No. 1, ANTAM Office Park Tower B, 11th Floor,
South Jakarta.
“ASX” Australian Securities Exchange.
“CBL” : Ningbo Contemporary Brunp Lygend Co., Ltd., is a joint venture
established by and between (i) Ningbo Brunp Contemporary Amperex Co.,
Ltd.; (ii) Xiamen Ruiting Investment Co., Ltd.; and (iii) Ningbo Lygend New
Energy Co., Ltd., incorporated under the laws of the People's Republic of
China, with its registered address at Room 618, Office Building 5, Meishan
Avenue Business Center, Beilun District, Ningbo, China.
“Conflict of Interest” : The distinction between the economic interests of a Publicly-Listed
Company and the personal economic interests of its directors, board of
commissioners, major shareholders, or controllers that could be
detrimental to the Publicly-Listed Company as referred to in POJK
42/2020.
“Conflict of Interest : Transactions conducted by a Publicly-Listed Company or a Controlled
Transaction” Company with any party, whether with Affiliates or parties other than
Affiliates, that contain a Conflict of Interest as referred to in POJK 42/2020.
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“Controlled : Company controlled either directly or indirectly by a Publicly-Listed
Company” Company.
“Company” : PT Aneka Tambang Tbk or abbreviated as PT ANTAM Tbk, a Publicly-
Listed Company established under the laws of the Republic of Indonesia,
with its registered address at Jalan Letjen TB. Simatupang No. 1, Jakarta,
Indonesia.
”Company’s : The parties holding beneficial ownership of the Company's shares,
Shareholders” whether in the form of certificates or in collective custody held and
administered in securities accounts at the Indonesian Central Securities
Depository, recorded in the Shareholders Register managed by the
Securities Administration Bureau appointed by the Company.
“CP” Conditions precedent.
“CSPA FHT” : Conditional Sale and Purchase of Shares Agreement between the
Company, IMC, and HKCBL signed on 4 May 2023.
“CSPA SDA” : Conditional Share Purchase Agreement between the Company and
HKCBL signed on 16 January 2023.
“EV Battery Project” : The cooperation between the Company, IBC, and CBL in the end-to-end
electric vehicle battery ecosystem development project in Indonesia by
integrating the mining industry, smelters, precursors, cathodes, battery
cells, and battery recycling.
“FHT” : PT Feni Haltim, a limited liability company established under the laws of
the Republic of Indonesia, having its registered address at Jalan Letjen
TB. Simatupang No. 1, Jakarta, Indonesia.
“Framework : The Framework Agreement signed by the Company, IBC, and CBL on 14
Agreement” April 2022.
“GR 12/1969” : Government Regulation Number 12 of 1969 on State-Owned Enterprises
as revoked by Government Regulation Number 12 of 1998.
“GR 26/1974” : Government Regulation Number 26 of 1974 on the Transfer of the Form
of the State-Owned Company Aneka Tambang into a State-Owned
Enterprise (Persero).
“GR 45/2022” : Government Regulation Number 45 of 2022 concerning the Reduction of
the State Capital Participation of the Republic of Indonesia in the State-
Owned Enterprise (Persero) PT Indonesia Asahan Aluminium.
“GR 46/2022” : Government Regulation Number 46 of 2022 on the State Capital
Participation of the Republic of Indonesia for the Establishment of a State-
Owned Enterprise (Persero) in the Mining Sector.
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“GR 47/2017” : Government Regulation Number 47 of 2017 on the Additional State
Capital Participation of the Republic of Indonesia into the Share Capital of
the State-Owned Enterprise (Persero) PT Indonesia Asahan Aluminium.
“HKCBL” : HongKong CBL Limited, a limited liability company established under the
laws of Hong Kong, with its registered address at Level 54, Hopewell
Centre, 183 Queen’s Road East, Hong Kong.
“HPAL JVCO” : The joint venture company to be established under the laws of the
Republic of Indonesia with share ownership by the Company and HKCBL.
“IBC” : PT Industri Baterai Indonesia, a limited liability company established under
the laws of the Republic of Indonesia, with its registered address at Jl.
Medan Merdeka Timur No. 11-13, Jakarta 10110, Indonesia.
“IMC” : PT International Mineral Capital, a limited liability company established
under the laws of the Republic of Indonesia, with its registered address at
Gedung Aneka Tambang, Jl. Letjen T.B. Simatupang No. 1, South
Jakarta.
“JVCOs” : The joint venture companies formed and established in connection with
the EV Battery Project.
“Law 9/1969” : Law Number 9 of 1969 on the Enactment of Government Regulation
Replacement Law Number 1 of 1969.
“Material : Any transaction conducted by a Publicly-Listed Company or a Controlled
Transaction” Company that meets the value thresholds as regulated in POJK 17/2020.
“MIND ID” : PT Mineral Industri Indonesia (Persero), a state-owned enterprise in the
form of limited liability company, established under the laws of the
Republic of Indonesia, with its registered address at The Energy Building
16th Floor, SCBD Lot 11A, Jl. Jend. Sudirman Kav. 52-53, Jakarta,
Indonesia.
“Mining JVCO” : The joint venture company established by the Company and HKCBL by
repurposing the Company's existing subsidiary, namely SDA.
“Mining Project” : The project to be undertaken by Mining JVCO to mine the saprolite ore
and limonite ore which will be utilized by the other sub-projects in EV
Battery Project.
“MoLHR” : Minister of Law and Human Rights of the Republic of Indonesia.
“Financial Services : Financial Services Authority or Otoritas Jasa Keuangan (OJK) is an
Authority or OJK” independent institution as referred to in Law Number 21 of 2011 on the
Financial Services Authority as amended by Law Number 4 of 2023 on the
Development and Strengthening of the Financial Sector (“Law 21/2011”),
whose duties and authorities encompass the regulation and supervision
of financial services activities in the banking sector, capital markets,
insurance, pension funds, financing institutions, and other financial
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institutions. As of 31 December 2012, OJK is the institution that replaced
and assumed the rights and obligations to perform regulatory and
supervisory functions from the Capital Market and Financial Institutions
Supervisory Agency (Badan Pengawas Pasar Modal dan Lembaga
Keuangan) in accordance with the provisions of Article 55 of Law 21/2011.
“POJK 17/2020” : Financial Services Authority Regulation Number 17/POJK.04/2020 of
2020 on Material Transactions and Alteration Business Activities.
“POJK 42/2020” : Financial Services Authority Regulation Number 42/POJK.04/2020 of
2020 on Affiliated Transactions and Conflict of Interest Transactions.
“Presidential : Presidential Instruction Number 11 of 1973 on the Guidelines for the
Instruction 11/1973” Working Relationship between the Minister of Technical Affairs and the
Minister of Finance as Representatives of the State as the Shareholder of
State-Owned Enterprises (SOEs).
“Publicly-Listed : An issuer that has conducted a public offering of equity securities or a
Company” public company.
“Rupiah or Rp” : Reference to Rupiah or Rp is a reference to the lawful currency of the
Republic of Indonesia.
“SDA” : PT Sumberdaya Arindo, a limited liability company established under the
laws of the Republic of Indonesia, with its registered address at Jalan
Letjen TB. Simatupang No. 1, Jakarta, Indonesia.
“Transaction Series” The series of transactions to be carried out by the Company as outlined in
the Introduction section of this Information Disclosure.
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INTRODUCTION
In order to comply with the provision of POJK 17/2020, the Company's Board of Directors announces
this Information Disclosure to provide information to the Company's Shareholders that the Company
and ARI have executed the sale of all ARI’s shares in SDA to the Company (“SDA-ANTAM Divestment
Transaction”) which is one of the transactions in Transaction Series for the implementation of the EV
Battery Project.
Transaction Series constitutes a series of Material Transactions as defined in POJK 17/2020 due to the
interdependence and continuity between one transaction and another as elaborated below. Additionally,
Transaction Series does not qualify as Conflict of Interest Transactions as referred to in POJK 42/2020.
In Transaction Series, there are Non-Exempted Transaction Series from the obligation to comply with
Article 6 of POJK 17/2020 and there are Exempted Transaction Series from part of the provisions of
Article 6 of POJK 17/2020. Meanwhile, the SDA-ANTAM Divestment Transaction falls under the
category of Exempted Transaction Series as it is a Material Transaction defined in Article 11 letter (a)
of POJK 17/2020, executed between the Company as the Publicly-Listed Company and ARI as the
Controlled Company owned at 99,98% (ninety-nine point nine eight percent) by the Company. Hence,
the Company is not obliged to use an Appraiser to execute the SDA-ANTAM Divestment Transaction.
Following the execution of SDA-ANTAM Divestment Transaction by the Company and ARI as disclosed
in this Information Disclosure, the Company will subsequently conduct other transactions within the
Transaction Series as further explained in the Description of the Transaction section of this Information
Disclosure.
The Company's Board of Directors announces this Information Disclosure through the Company's
website and the Indonesia Stock Exchange website with the intention of providing comprehensive
information and insights to the Company's Shareholders regarding the SDA-ANTAM Divestment
Transaction. Additionally, the Company has submitted the supporting documents for this Information
Disclosure to the OJK in accordance with the provisions of POJK 17/2020.
EXPLANATION, CONSIDERATIONS, AND REASONS
FOR CONDUCTING MATERIAL TRANSACTION
On 14 April 2022, the Company has signed a Framework Agreement with CBL and IBC to develop the
EV Battery Project which will be executed by JVCOs established by the Company, CBL, and/or IBC. In
establishing these JVCOs, there are transactions within the Transaction Series that must be conducted
by the Company and its Controlled Companies as well as non-Controlled Companies. In regards to
that, the establishment of JVCOs has been followed up by the Company and HKCBL, a subsidiary of
CBL, by signing several preliminary agreements related to the Transaction Series, among others for
the: (i) SDA-HKCBL Divestment Transaction through the CSPA SDA on 14 January 2023, as disclosed
to the public on 16 January 2023; and (ii) FHT Divestment Transaction through the FHT CSPA on 4
May 2023, as disclosed to the public on 8 May 2023. Specifically, the SDA-ANTAM Divestment
Transaction was carried out as one of the CPs in the CSPA SDA and therefore required to be completed
first before the completion of the SDA-HKCBL Divestment Transaction.
The Transaction Series is carried out to realize the EV Battery Project, which is a national strategic
project based on the Coordinating Minister for Economic Affairs Number 7 of 2021 Regulation on the
Amendment of the List of National Strategic Projects as lastly amended by the Coordinating Minister
for Economic Affairs Regulation Number 8 of 2023. This Transaction Series is important to be carried
out in order to fulfill the Government of Indonesia’s mandate and expectation to develop the electric
vehicle battery industry in Indonesia, to bring positive multiplier effect towards national economy.
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Furthermore, Company’s participation in the EV Battery Project is essential for Company's long-term
growth. Through EV Battery Project, the Company which enabling the Company to understand and
master key technologies of nickel ore processing and refining, as well as making the raw material of
batteries and electric vehicle batteries. This not only strengthens the Company's position in the mining
industry, but also grows the Company’s competitive advantages in the electric vehicle battery industry.
The Company sees significant added value potential from the EV Battery Project, both in terms of
financial and non-financial growth, that will encourage growth and strengthen the Company’s position
in the market and enhance a positive image among stakeholders and the general public, particularly
the Company's Shareholders.
Based on the explanations, considerations, and reasons mentioned above, the Company believes that
participation in the EV Battery Project through the execution of Transaction Series will bring multiplier
effect to the Company and the broader community, marking a milestone for the Company in its efforts
towards the development of the ongoing EV Battery Project. Therefore, the completion of the SDA-
ANTAM Divestment Transaction is necessary for the entire Transaction Series to proceed according to
the plan.
DESCRIPTION OF THE TRANSACTION
A. Scope of the Transaction Series and Its Relation to the SDA-ANTAM Divestment
Transaction
The EV Battery Project is a collaboration between the Company, IBC, and CBL concerning the
end-to-end development of an electric vehicle battery ecosystem in Indonesia which involves the
integration of mining industry, smelters, precursors, cathodes, battery cells, and battery recycling,
consisting of several sub-projects which will be carried out by the JVCOs established through the
implementation of the Transaction Series.
Transaction Series carried out by the Company and/or Controlled Companies, as well as non-
Controlled Companies, in connection with the establishment of JVCOs for the implementation of
the EV Battery Project are as follows:
1. SDA-HKCBL Divestment Transaction, namely the sale of a portion of the Company's
shares in SDA to HKCBL, preceded by the SDA-ANTAM Divestment Transaction;
2. FHT Divestment Transaction, namely the sale of a portion of the Company's shares and
all of IMC's shares in FHT to HKCBL;
3. HPAL JVCO Investment Transaction, namely the capital injection by the Company and
HKCBL for the establishment of HPAL JVCO; and
4. Battery Manufacturing JVCOs Investment Transaction, namely the additional capital
injection transaction by the Company to IBC.
Transaction Series constitutes a series of Material Transactions as defined under POJK 17/2020
due to the interdependency and continuity among transactions.
B. Exception to the Implementation of Certain Obligations based on POJK 17/2020
In the Transaction Series, there are non-exempted transaction series that are not exempted from
the obligation to comply with the provisions of Article 6 of POJK 17/2020 and there are exempted
transaction series that are exempted from the obligation to comply with some provisions of Article
6 of POJK 17/2020. The SDA-ANTAM Divestment Transaction is part of a Transaction Series
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that are exempted from the obligation to implement some of the provisions of Article 6 POJK
17/2020 by considering the following matters:
1. SDA-ANTAM Divestment Transaction is an Affiliated Transaction because it is conducted
between the Company as a Publicly-Listed Company and ARI as a Controlled Company
of the Company which has an Affiliated relationship as defined in Article 1 paragraph (1)
letter (d) of POJK 42/2020. However, in accordance with Article 24 paragraph (1) of POJK
42/2020, in cases where the value of Affiliated Transaction meets the criteria of a Material
Transaction as referred to in POJK 17/2020, the Publicly-Listed Company is only obligated
to comply with POJK 17/2020. Considering that the SDA-ANTAM Divestment Transaction
is part of a Transaction Series that overall qualified as Material Transactions, the Company
is only obliged to comply with POJK 17/2020.
2. Furthermore, Article 11 letter (a) of POJK 17/2020 stipulates that a Publicly-Listed
Company is not obligated to use an Appraiser if it conducts a Material Transaction with a
Controlled Company in which it holds at least 99% (ninety-nine percent) of the Controlled
Company's paid-up capital or transactions conducted between Controlled Companies in
which at least 99% (ninety-nine percent) of the shares are owned by the Publicly-Listed
Company itself.
Based on the above provisions, the Company is not obligated to use an Appraiser to carry out
the SDA-ANTAM Divestment Transaction because this transaction is conducted between the
Company as a Publicly-Listed Company and ARI as a Controlled Company, where the Company
holds 99,98% (ninety-nine point nine eight percent) shares in ARI.
C. Materiality of a Transaction Series
The value of Transaction Series reaches 20% (twenty percent) of the Company's equity based
on the Company's Financial Statements as of 30 June 2023 reviewed by the Public Accounting
Firm Tanudiredja, Wibisana, Rintis & Rekan, but not exceeding 50% (fifty percent) of the
Company's equity.
Details of other transactions that are part of the Transaction Series will be further disclosed by
the Company when the relevant transactions are completed.
D. Scope, Object, and Transaction Value of The SDA-ANTAM Divestment
After the implementation of the SDA-ANTAM Divestment Transaction by the Company and ARI
as disclosed in this Information Disclosure, the Company will then carry out other transactions
included in the Transaction Series.
Scope and Object of Transaction
Mining Project will be executed by Mining JVCO, an existing subsidiary of the Company, in this
case, is SDA. Within SDA, there will be the sale of a portion of the Company's shares in SDA to
HKCBL ("SDA-HKCBL Divestment Transaction"), which is preceded by the SDA-ANTAM
Divestment Transaction, which is the sale of all shares owned by ARI in SDA to the Company.
SDA-ANTAM Divestment Transaction is one of the CPs outlined in the CSPA SDA and therefore,
it is mandatory to complete the SDA-ANTAM Divestment Transaction before the completion of
SDA-HKCBL Divestment Transaction.
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Within the SDA-ANTAM Divestment Transaction, the object of the transaction involves 1.350
(one thousand three hundred fifty) shares, each with a nominal value of Rp100,000.00 (one
hundred thousand Indonesian Rupiah) or equivalent to 0,002% (zero point zero zero two percent)
ownership of ARI in SDA, which will be transferred from ARI to the Company ("SDA-ARI
Shares"). Below is the shares ownership structure in SDA before and after the SDA-ANTAM
Divestment Transaction:
Shareholders Shares Nominal Value Percentage
Before the SDA-ANTAM Divestment Transaction
Company 81.132.580 Rp8.113.258.000.000,00 99,998%
ARI 1.350 Rp135.000.000,00 0,002%
After the SDA-ANTAM Divestment Transaction
Company 81.133.930 Rp8.113.393.000.000,00 100%
Parties Involved in the SDA-ANTAM Divestment Transaction
The parties involved in the SDA-ANTAM Divestment Transaction are (i) ARI as the seller of the
SDA-ARI Shares, and (ii) the Company as the purchaser of the SDA-ARI Shares.
Transaction Value
The value of the SDA-ANTAM Divestment Transaction or the value of the purchase of shares in
SDA that will be paid by the Company to ARI is Rp199,000,000.00 (one hundred and ninety-nine
million Rupiah).
Related Agreements
The completion of the SDA-ANTAM Divestment Transaction is evidenced by the signing of Share
Purchase Deed No. 03 executed before Notary Lolani Kurniati Irdham-Idroes, Bachelor of Laws,
Lex Legibus Magister, by the Company and ARI on 20 December 2023.
E. Parties Carrying Out the Transaction Series
The parties involved in the SDA-ANTAM Divestment Transaction are the Company and ARI.
1. Company
General Explanation
The Company was formerly a State-Owned Enterprise, established under the name "Perusahaan
Negara (PN) Aneka Tambang" in the Republic of Indonesia on 5 July 1968, based on
Government Regulation No. 22 of 1968 as a result of the merger of the General Leadership Body
of State-Owned Mining Companies, the State-Owned Company for Bauxite Mining in Indonesia,
the State-Owned Company for Tjikotok Gold Mining, the State-Owned Company for Precious
Metals, PT Nikel Indonesia, the South Kalimantan Diamond Mining Project, and former
Bapetamb Projects. This establishment was announced in the Supplement to the State Gazette
of the Republic of Indonesia No. 36 of 1968 on 5 July 1968.
On 14 June 1974, based on GR 26/1974, the Company's form was changed from a State-Owned
Company to a Limited Liability Company (Persero) and since then became known as
"Perusahaan Perseroan (Persero) PT Aneka Tambang." The Company's name was later
changed to "PT Aneka Tambang (Persero)" based on Notarial Deed No. 320 dated 30 December
1974, made before Warda Sungkar Alurmei, S.H., as a replacement for Abdul Latief, a Notary in
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Jakarta, through Deed of Amendment No. 55 dated 14 March 1975, made before Abdul Latief, a
Notary in Jakarta, to comply with the provisions stipulated in Law 9/1969, GR 12/1969, GR
26/1974, Presidential Instruction 11/1973, and Minister of Finance Decree No. 1768 of 1974.
These deeds received approval from the MoLHR in Decree No. Y.A. 5/170/4 dated 21 May 1975,
were registered in the register book at the South Jakarta District Court under No. 1736 and No.
1737 dated 27 May 1975, and were announced in the State Gazette No. 312, Supplement to the
State Gazette No. 52 dated 1 July 1975.
In 1997, the Company conducted its initial public offering to the public with 430,769,000 (four
hundred thirty million seven hundred sixty-nine thousand) shares at a nominal value of
Rp1,000.00 (one thousand Rupiah) per share at an offering price of Rp1,400.00 (one thousand
four hundred Rupiah) per share. Consequently, since 27 November 1997, all Company shares
have been listed on the Jakarta and Surabaya Stock Exchanges (now Indonesia Stock
Exchange). Subsequently, the Company's name was changed to Perusahaan Perseroan
(Persero) PT Aneka Tambang Tbk, abbreviated as PT Aneka Tambang (Persero) Tbk based on
the Declaration Deed of the Extraordinary General Meeting of Shareholders of Perusahaan
Perseroan (Persero) PT Aneka Tambang Tbk No. 48 dated 15 September 1997. In 1999, the
Company also listed its shares in the form of Chess Depository Interests on the ASX as a Foreign-
Exempt Listing and later upgraded its listing status to ASX Listing in 2002.
Furthermore, in 2017, following the establishment of the Mining Industry Holding by the
Government of the Republic of Indonesia, there was a transfer of ownership of Series B shares
in the Company by 65% (sixty-five percent) in accordance with GR 47/2017. Pursuant to GR
47/2017, the ownership of the Republic of Indonesia over 15,619,999,999 (fifteen billion six
hundred nineteen million nine hundred ninety-nine thousand nine hundred ninety-nine) Series B
shares in the Company was transferred to Perusahaan Perseroan (Persero) PT Indonesia
Asahan Aluminium ("Inalum") as an additional State capital participation in Inalum ("Holding
Transaction").
The Holding Transaction did not result in a change in control within the Company as the Republic
of Indonesia retained control through indirect share ownership in the Company. Subsequently,
through ownership of Series A shares in the Company, the Republic of Indonesia retained
specific rights not granted to the holders of Series B shares in accordance with the provisions in
the Company's Articles of Association.
As a result of the Holding Transaction, Inalum became the direct holder of 65% (sixty-five
percent) of Series B shares in the Company, while the public holds 35% (thirty-five percent) of
Series B shares in the Company, whereas Dwiwarna Series A shares in the Company are still
owned by the Republic of Indonesia. Therefore, the Company’s status, initially a Persero (state-
owned enterprise), changed to a Limited Liability Company (Non-Persero) as stated in the Deed
No. 89 dated 29 November 2017, executed before Jose Dima Satria S.H., M.Kn., a Notary in
South Jakarta, and obtained approval from the MoLHR through Decree No. AHU-
0026147.AH.01.02. Year 2017 dated 13 December 2017, and acknowledgment notification from
the MoLHR through Letter No. AHU-AH.01.03-0200027 dated 13 December 2017.
In accordance with (i) GR 47/2017; (ii) Minister of Finance Decree No. 887/KMK.06/2017; and
(iii) Agreement on the Transfer of the Republic of Indonesia's Rights to Shares in the Company
and in the context of Additional State Capital Participation of the Republic of Indonesia in the
Share Capital of Inalum dated 27 November 2017, the total issued and fully paid-up shares in
the Company amounted to Rp2,403,076,472,500.00 (two trillion four hundred three billion
seventy-six million four hundred seventy-two thousand five hundred Rupiah) or 24,030,764,725
(twenty-four billion thirty million seven hundred sixty-four thousand seven hundred twenty-five)
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shares, consisting of one Dwiwarna Series A share and 24,030,764,724 (twenty-four billion thirty
million seven hundred sixty-four thousand seven hundred twenty-four) Ordinary Series B shares.
In December 2022, the Indonesian Government issued GR 45/2022 regarding the reduction of
state capital participation in Inalum and GR 46/2022 regarding state capital participation for the
establishment of a state-owned limited liability company (Persero) in the mining sector. In line
with the implementation of GR 45/2022, Inalum returned ownership of 15,619,999,999 (fifteen
billion six hundred nineteen million nine hundred ninety-nine thousand nine hundred ninety-nine)
Series B shares in the Company to the Government of the Republic of Indonesia for the purpose
of reducing state capital participation.
Subsequently, in compliance with the implementation of GR 46/2022, concurrently with the
effective reduction of state capital participation, the Government of the Republic of Indonesia
transferred its ownership of 15,619,999,999 (fifteen billion six hundred nineteen million nine
hundred ninety-nine thousand nine hundred ninety-nine) Series B shares in the Company to
MIND ID as a state capital injection for the establishment of MIND ID. MIND ID is a state-owned
enterprise in which all shares are owned by the Government of the Republic of Indonesia.
Commencing from 21 March 2023, the Company remains indirectly controlled by the Government
of the Republic of Indonesia and is directly controlled by MIND ID.
Furthermore, the Company's Articles of Association have undergone several amendments. The
most recent change was formalized in the Deed Statement of the Meeting Resolution on the
Amendment of the Articles of Association of PT Aneka Tambang Tbk No. 51 dated 11 July 2023,
which was made before Jose Dima Satria, S.H., M.Kn., a Notary in South Jakarta and the
notification of this alteration was received by the MoLHR through Letter No. AHU-AH.01.03-
0094322 dated 20 July 2023 concerning the Receipt of Notification of Amendment to the Articles
of Association of PT Aneka Tambang Tbk (“Company's Articles of Association”).
Business Activities
Based on Article 3, Paragraph (1) of the Company's Articles of Association, the purpose and
objectives of the Company are to engage in mining activities involving various types of mineral
resources, and to operate in industries, trade, transportation, and services associated with the
mining of these various types of mineral resources. Additionally, the aim includes optimizing the
utilization of the Company's resources to produce high-quality goods and/or services with strong
competitiveness, pursuing profits to enhance the Company's value by adhering to the principles
of a Limited Liability Company. To achieve these purposes and objectives, the Company may
undertake the following main business activities:
a. engaging in mining activities involving various mineral resources, including but not limited
to: (i) bauxite ore mining; (ii) nickel ore mining; and (iii) gold and silver mining;
b. operating in industries associated with the mining of various mineral resources,
encompassing, but not limited to: (i) production of base metals; (ii) production of precious
base metals; (iii) clay brick/ceramic manufacturing industry; (iv) tile manufacturing from
clay/ceramics;
c. conducting trade activities related to various mineral resources, including
processed/refined mineral commodities, both in physical and non-physical trading
(including hedging), such as: (i) wholesale trade of jewelry and watches; (ii) wholesale
trade of metals and metal ores; (iii) wholesale trade of tiles, bricks, roof tiles, and similar
products made from clay, limestone, cement, or glass; (iv) wholesale trade of cement,
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Page 12
limestone, sand, and stones; (v) other business support service activities; (vi) warehousing
and storage services; (vii) retail trade through various media for various goods;
d. operating transportation services for both its own purposes and other parties related to the
mining of various mineral resources, including: (i) motorized transport for specialized
goods; (ii) railway transport for goods; (iii) domestic maritime transport for specialized
goods; (iv) port services activities; (v) river and lake transport for specialized goods; (vi)
river and lake port services activities;
e. providing services associated with the mining of various mineral resources (excluding legal
and tax consultancy services), including: (i) other support activities for mining and
quarrying; (ii) laboratory testing services; (iii) other management consultancy activities; (iv)
engineering activities and associated technical consultancy; (v) activities in the field of
education, not limited to private technical education, other private education, and
educational support activities; (vi) other technical analysis and testing; (vii) technical
installation inspection services; (viii) industrial process commissioning, quality assurance,
and quality control services.
Furthermore, as per Article 3 paragraph (3) of the Company's Articles of Association, the
Company may also engage in supportive/complementary activities aimed at optimizing the
utilization of owned resources, including but not limited to:
a. optimization activities and utilization of assets, whether it be land, buildings, or other asset
forms, including but not limited to real estate owned or leased;
b. industrial estates;
c. plantation, agriculture, and forestry, encompassing all economic/business activities,
including food crop farming, plantations, horticulture, forest harvesting, and this category
also includes support services for each of these economic activities;
d. properties, including (i) star-rated hotels; (ii) hotel apartments; (iii) owned or leased real
estate; (iv) health center activities; (v) private hospital activities; (vi) private clinic activities;
e. optimization and utilization of owned resources, including but not limited to power plants
and energy, not restricted to electricity generation activities;
f. waste management, encompassing all activities related to wastewater, garbage,
hazardous and toxic waste management, including collection, transportation, storage, and
utilization; including but not limited to (i) collection of non-hazardous wastewater; (ii)
collection of hazardous wastewater; (iii) treatment and disposal of non-hazardous
wastewater; (iv) treatment and disposal of hazardous wastewater; (v) collection of non-
hazardous waste and garbage; (vi) collection of hazardous waste; (vii) treatment and
disposal of non-hazardous waste and garbage; (viii) treatment and disposal of hazardous
waste; (ix) recovery of metal material goods; (x) recovery of non-metal material goods;
g. tourist areas;
h. privately managed museums;
i. information and communication, including but not limited to (i) private radio broadcasting;
(ii) telecommunications activities for self-use; (iii) cableless telecommunications activities
in compliance with applicable laws and regulations;
j. provision of clean water and distribution of clean water for industrial activities, including: (i)
collection, purification, and distribution of drinking water; (ii) collection and distribution of
raw water;
k. land preparation, sand excavation, and other building constructions;
l. operation of storage and warehousing facilities for (i) oil and natural gas storage; and (ii)
hazardous and toxic waste storage activities.
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Page 13
Capital Structure and Shareholders Composition of the Company
In accordance with Article 4 of the Company's Articles of Association and the Report of Securities
Administration Bureau (PT Datindo Entrycom) as of 30 November 2023, the capital structure of
the Company as of the Information Disclosure Date is as follows:
Number of Total Nominal Value (Nominal Value
Explanation %
Shares Rp100.00 per Share Certificate)
Authorized Capital
Class A Shares 1 Rp100,00 -
Class B Shares 24.030.764.724 Rp2.403.076.472.400,00 -
Total Authorized 24.030.764.725 Rp2.403.076.472.500,00 -
Capital
Paid-up Capital
Class A Shares
The Government of 1 Rp100,00 0
Indonesia
Class B Shares
MIND ID 15.619.999.999 Rp1.561.999.999.900,00 65
Other shareholders 8.410.764.725 Rp841.076.472.500,00 35
with ownership below
5%
Total Issued and 24.030.764.725 Rp2.403.076.472.500,00 100
Paid-up Capital
The Board of Directors and Board of Commissioners of the Company
Based on the Company's Articles of Association, the composition of Board of Directors and Board
of Commissioners as of the date of this Information Disclosure are as follows:
Director
President Director : Nicolas D. Kanter
Director of Operation and Production : Hartono
Director of Business Development : I Dewa Bagus Sugata Wirantaya
Director of Finance and Risk Management : Elisabeth RT Siahaan
Director of Human Resources : Achmad Ardianto
Board of Commissioner
President of Commissioner cum : F.X. Sutijastoto
Independent Commissioner
Independent Commissioner : Gumilar Rusliwa Somantri
Independent Commissioner : Anang Sri Kusuwardono
Commissioner : Bambang Sunarwibowo
Commissioner : Dilo Seno Widagdo
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Page 14
2. ARI
General Explanation
ARI was established based on the Deed of Establishment of Limited Liability Company PT
ANTAM Resourcindo No. 79 dated 13 September 1996, which was made before Benny
Kristianto, S.H., a Deed Maker Officer in Jakarta and has been received approval from the
Minister of Justice through Decree No. C2-1545.HT.01.01.TH.97 dated 6 March 1997.
The Articles of Association of ARI have undergone several amendments, most recently amended
through the Deed of Statement of Shareholders Outside the General Meeting of Shareholders of
PT ANTAM Resourcindo No. 03 dated 24 August 2023, which was made before Lolani Kurniati
Irdham-Idroes, Bachelor of Laws, Lex Legibus Master, a Notary in Jakarta and has obtained
approval from the MoLHR through the MoLHR Decree No. AHU-0056446.AH.01.02.Tahun 2023
(“ARI’s Articles of Association”).
Business Activities
Based on Article 3 of ARI's Articles of Association, the purpose and objectives of ARI are as
follows:
a. mining support service activities;
b. retail trade, excluding automobiles and motorcycles;
c. wholesale trade, excluding automobiles and motorcycles;
d. rental and leasing activities without option rights, labor, travel agency, and other business
support services;
e. transportation and warehousing;
f. construction;
g. professional, scientific, and technical activities; and
h. information and communication.
To achieve the aforementioned purpose and objectives, ARI may undertake the following
business activities:
a. mining support service activities, including supporting activities for mining and excavation;
b. retail trade activities, excluding automobiles and motorcycles, encompassing retail trade
in jewelry;
c. wholesale trade activities, excluding automobiles and motorcycles, encompassing
wholesale trade in cement, lime, sand, and stone;
d. rental and leasing activities without option rights, labor, travel agency, and other business
support services, including: (i) rental and leasing of automobiles, buses, trucks, and similar
vehicles without option rights; and (ii) rental and leasing of water transportation equipment
without option rights;
e. transportation and warehousing activities, including: (i) domestic liner maritime transport
for goods; (ii) domestic tramp maritime transport for goods; and (iii) domestic maritime
transport for specific goods;
f. construction activities, including: (i) construction of oil and gas storage and management
buildings; (ii) dredging; (iii) other civil construction not elsewhere classified; (iv) demolition;
(v) site preparation; (vi) electrical installation; (vii) plumbing installation; (viii) oil and gas
installation; (ix) mechanical installation; (x) other construction installation not elsewhere
classified; (xi) foundation and piling installation; (xii) roof covering installation; and (xiii)
steel frame installation.
g. professional, scientific, and technical activities, including: (i) engineering activities and
technical consultancy related thereto; and (ii) laboratory testing services; and
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Page 15
h. information and communication, including activities to develop e-commerce applications.
Capital Structure and Shareholder Composition of ARI
Based on Article 4 of ARI's Articles of Association, the capital structure of ARI as of the date of
this Disclosure of Information is as follows:
Number of Total Nominal Value (Nominal Value
Explanation %
Shares Rp10.000,00 per Share Certificate).
Authorized Capital 10.000.000 Rp100.000.000,00 -
Issued and Paid Up Capital
Company 6.198.760 Rp61.987.600.000,00 99,98
PT Minerina Adhikara 1.240 Rp12.400.000,00 00,02
Total Issued and 6.450.000 Rp64.500.000.000,00 100,00
Paid-up Capital
Treasury Stocks 3.550.000 Rp35.500.000.000,00 -
The Board of Directors and Board of Commissioners of ARI
Based on Deed of Statement of Shareholders Outside the General Meeting of Shareholders of
PT ANTAM Resourcindo No. 01 dated 17 May 2023, which was made before Lolani Kurniati
Irdham-Idroes, Bachelor of Laws, Lex Legibus Master, a Notary in Jakarta, the composition of
the Board of Directors and Board of Commissioners of ARI on the date of the issuance of this
Information Disclosure is as follows:
Director
President Director : Muhammad Abi Anwar
Director of Operation : Ready Advancer
Director of Finance & General Affairs : Evi Susman
Board of Commissioner
Commissioner : Iman Kristian Sinulingga
STATEMENT OF THE COMPANY'S BOARD OF COMMISSIONERS AND DIRECTORS
The Board of Commissioners and the Board of Directors of the Company both individually and
collectively declare that:
1. All information or material facts related to the Transaction Series have been disclosed in this
Information Disclosure and such information is not misleading.
2. The Transaction Series are Material Transactions as referred to in POJK 17/2020 because the
value of the Transaction Series reaches 20% (twenty percent) of the Company's equity based on
the Company's Financial Statements as of 30 June 2023 reviewed by the Tanudiredja, Wibisana,
Rintis & Rekan Public Accounting Firm, but not exceeding 50% (fifty percent) of the Company's
equity.
3. The SDA-ANTAM Divestment Transaction is also Affiliated Transactions as referred to in POJK
42/2020.
4. This Transaction Series is not a Conflict of Interest Transaction as referred to in POJK 42/2020.
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ADDITIONAL INFORMATION
If you need further information regarding the matters disclosed in the Information Disclosure, you can
contact the Company at the address:
PT Aneka Tambang Tbk
Corporate Secretary
Gedung Aneka Tambang Tower A
Jl. Letjen T.B. Simatupang No. 1, Lingkar Selatan, Tanjung Barat, Jakarta 12530
Telephone: (021) 789 1234
E-mail: corsec@antam.com
Website: https://www.antam.com
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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
Nothing structured was extracted from this document — the attempts below say why.
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confidence 0.091
2700 ms
12 Sep 2026 21:45
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