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20231220_MBMA_Laporan Informasi dan Fakta Material_31561388_lamp2.pdf
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INFORMATION DISCLOSURE TO SHAREHOLDERS RELATED TO AFFILIATED TRANSACTION
PT MERDEKA BATTERY MATERIALS 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 PT Merdeka Copper Gold Tbk and the Company which
is a Controlled Company of PT Merdeka Copper Gold Tbk.
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 Transactions and Conflict of Interest Transactions.
INFORMATION AS STATED IN THIS INFORMATION DISCLOSURE IS IMPORTANT TO BE READ AND
ATTENTION 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 THE 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 THE BOARD OF DIRECTORS OF THE COMPANY DECLARE THAT
THIS AFFILIATED TRANSACTION DOES NOT CONTAIN ANY CONFLICT OF INTEREST.
PT MERDEKA BATTERY MATERIALS TBK
Business Activities
Holding company for a business group engaged in nickel and other mineral mining, processing and other related
business activities that are vertically integrated
Domiciled in South Jakarta, DKI Jakarta, Indonesia
Headquarter Office:
Treasury Tower, Lantai 69, District 8 SCBD Lot. 28.,
Jl. Jend. Sudirman Kav. 52-53, Jakarta Selatan 12190
Telepon: +62 21 3952 5581; Faksimili: +62 21 3952 5582
E-mail:corsec@merdekabattery.com
Situs Web: www.merdekabattery.com
This Information Disclosure
is issued in Jakarta on 20 December 2023
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DEFINITIONS
“Affiliate” : the parties referred to in Article 1 paragraph (1) of Capital Market Law, namely:
a. family relationship due to marriage to the second degree, both horizontally
and vertically, namely the relationship of a person with:
1. husband or wife;
2. parents of husband or wife and husband or wife of children;
3. grandparents of husband or wife and husband or wife of
grandchildren;
4. a relative of the husband or wife and the husband or wife of the
relative; or
5. husband or wife of the relative of the person concerned.
b. family relationship by descent up to the second degree, either horizontally
or vertically, which is the relationship of a person with:
1. parents and children;
2. grandparents and grandchildren; or
3. the relative of the person concerned
c. the relationship between the party and the employee, director or
commissioner of the party;
d. relationship between 2 (two) or more companies which is 1 (one) or more
members of the same board of directors, management, board of
commissioners or supervisors;
e. the relationship between the company and the party, either directly or
indirectly, in any way, controls or is controlled by the company or the party
in determining the management and/or policies of the company or the
intended party;
f. relationship between 2 (two) or more controlled companies, either directly
or indirectly, in any way, in determining the management and/or company
policies by the same party; or
g. relationship between the company and the main shareholder, namely the
party that directly or indirectly owns at least 20% (twenty percent) of the
shares with voting rights from 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, principal shareholders, or Controllers that may be
harmful to the public company concerned.
“Indonesia Stock : Stock exchange as defined in Article 1 point 4 of Capital Market Law, in this
Exchange” case held by PT Bursa Efek Indonesia, domiciled in Jakarta.
“Appraiser’s Report” : Has the meaning ascribed to it in the Introduction section.
“MDKA” PT Merdeka Copper Gold Tbk, domiciled in South Jakarta, is a publicly listed
limited liability company of which shares are listed on the Indonesian Stock
Exchange, which is established and operated under the laws of the Republic
of Indonesia.
“MOLHR” : Minister of Law and Human Rights of the Republic of Indonesia.
“Financial Services : The independent institution, as referred to in Law No. 21 of 2011 on Financial
Authority” or “OJK” Services Authority as amended by Law No. 4 of 2023 on Development and
Strengthening of the Financial Sector (“OJK Law”), whose duties and
authorities include the regulation and supervision of financial service activities
in the sectors of banking, capital market, insurance, pension funds, financial
institution, and other financial institutions, whereby since 31 December 2012,
OJK is an institution that replaces and accepts the rights and obligations to
carry out regulatory and supervisory functions from the Capital Market and
Financial Institutions Supervisory Agency with following the provisions of
Article 55 OJK Law.
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“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
Shareholder Register of the Company which is administered by the Securities
Administration Bureau appointed by the Company.
“Independent : Public Appraiser Services Office of Edi Andesta and Partners, 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 MDKA – MBMA, made by and between the Company (as
Borrower) and MDKA (as Lender) which is effective on 18 December 2023
together with any amendments, additions, and substitutes, which may be
subsequently made.
“Company” : PT Merdeka Battery Materials Tbk, domiciled in South Jakarta, is a publicly
listed limited liability 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 TAHUN 2020, enacted on 20 April 2020
regarding Material Transaction and Changes in Business Activities.
“POJK 35/2020” : OJK Regulation No. 35/POJK.04/2020 TAHUN2020, enacted on 25 May 2020
regarding the Appraisal and Presentation of Business Appraisal Report in the
Capital Market.
“POJK 42/2020” : OJK Regulation No. 42/POJK.04/2020 TAHUN 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 Indonesia.
“Term SOFR” Term Secured Overnight Financing Rate (“SOFR”) means the 3 (three) month-
term reference rate as at the utilisation date of any loan, administered by CME
Group Benchmark Administration Limited (or any other person which takes
over the administration of that rate) which is published on the website:
https://www.cmegroup.com/market-data/cme-group-benchmark-
administration/term-sofr.html.
“Transaction” : Has the meaning ascribed to it in the Introduction section.
“Affiliated : Any activity and/or transaction conducted by a public company or a controlled
Transaction” company with an Affiliate of a public company or an Affiliate of a member of
the board of directors, a member of the board of commissioners, the principal
shareholders, or the Controller, including any activity and/or transaction
conducted by a public company or controlled company for the benefit of an
Affiliate of a public company or an Affiliate of a member of the board of
directors, member of the board of commissioners, principal shareholders or
the Controller.
“Conflict of Interest : Transactions that are carried out by public companies or controlled entities
Transaction” with any party, both with Affiliates and parties other than Affiliates that contain
a Conflict of Interest.
“USD” : Reference to United States Dollars which is the legal currency of the United
States.
“Capital Market Law” : Law No. 8 of 1995 dated 10 November 1995 on Capital Market, State Gazette
of the Republic of Indonesia No. 64 Year 1995 as amended by Law Number 4
Year 2023 regarding Development and Strengthening of the Financial Sector
along with all of its implementing regulations.
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INTRODUCTION
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, the Company and MDKA have signed the
Agreement with detail as described in the Transaction Summary below effective on 18 December 2023
("Transaction").
The Transaction carried out is an Affiliated Transaction as referred to in POJK 42/2020, in which the Company is
the Controlled Company of MDKA. However, this Affiliated Transaction is not a Transaction with a Conflict of
Interest as set forth in POJK 42/2020.
The Affiliated 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 provisions 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 Appraisal Report (as defined below) from KJPP No. 00732/2.0053-
00/BS/02/0095/1/XII/2023 dated 15 December 2023 on the Fairness Opinion on the Transaction of PT Merdeka
Battery Materials Tbk Receiving Loan from 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 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, which is domiciled in South Jakarta, was initially established under the name PT Hamparan
Logistik Nusantara based on the Deed of Establishment No. 66 dated 20 August 2019, drawn up before
Darmawan Tjoa, S.H., S.E., Notary in Jakarta, where the deed was approved by the MOLHR based on Decree
No. 0041804.AH.01.01.TAHUN 2019 dated 22 August 2019.
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 conduct main business activities
as follows:
1. Holding Company Activities
Carrying out holding company activities, including ownership and/or control of its subsidiary group; and
2. Other Management Consulting Activities
Other management consulting activities where the main activity (as relevant) is providing advice,
guidance, and business operational assistance and other organizational management issues, such as
strategic and organizational planning; decisions related to finance; marketing objectives and policies;
human resource planning, practices, and policies; scheduling planning and production control.
In executing the main business activities mentioned above, the Company may carry out the following
business activities:
(i) services provided as counselors and negotiators in designing corporate mergers and
acquisitions; and
(ii) providing services including advice, guidance, and business operational and other organizational
management issues, such as strategic and organizational planning; decisions related to finance;
marketing objectives and policies; human resource planning, practices and policies; scheduling
planning and production control. The provision of these services includes financial assistance,
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advice, guidance and operation of various management functions, consulting on the
management of agronomics and economic agriculture in agriculture and the like, design of
accounting methods and procedures, cost accounting programs, budget control procedures,
provision of funding, advice and assistance for businesses and community services in planning,
organizing, efficiency and supervision, management information and others including
infrastructure investment study services.
Capital Structure and Shareholders’ Composition of the Company
The Company's Authorized Capital is divided into 350,000,000,000 (three hundred fifty billion) shares with a
nominal value per share of IDR 100 (one hundred Rupiah).
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:
Description Number of Shares Nominal Value (Rp) (%)
A. Authorized capital 350,000,000,000 35,000,000,000,000
B. Issued and fully paid-up capital
1) PT Merdeka Energi Nusantara (formerly PT 54,045,287,677 5,404,528,767,700 50.04
Batutua Tambang Abadi)
2) Garibaldi Thohir 9,136,659,400 913,665,940,000 8.46
3) Huayong International (Hong Kong) Limited 8,149,060,000 814,906,000,000 7.55
4) Winato Kartono 2,361,003,614 236,100,361,400 2.19
5) PT Alam Permai 5,861,079,300 586,107,930,000 5.43
6) Public (respectively under 5%) 28,442,329,909 2,844,232,990,900 26.33
Total of Issued and Fully Paid up Shares 107,995,419,900 10,799,541,990,000 100.00
C. Portofolio Shares 242,004,580,100 24,200,458,010,000
Composition of the Board of Commissioners and Board of Directors of the Company
Pursuant to:
1) Deed of Statement of Shareholders Resolutions on Amendments to the Articles of Association No. 156
dated 30 June 2023 drawn up by Jose Dima Satria, S.H., M.Kn., Notary in the Administrative City of South
Jakarta, which has been notified to the Minister of Law and Human Rights based on Receipt of Notification
on the Change of Company Data No. AHU-AH.01.09-0135091, dated 06 July 2023; juncto
2) Deed of Statement of Shareholders Resolutions on Amendments to the Articles of Association No. 89
dated 20 October 2023 drawn up by Jose Dima Satria, S.H., M.Kn., Notary in the Administrative City of
South Jakarta, which has been notified to the Minister of Law and Human Rights based on Receipt of
Notification on the Change of Company Data No. AHU-AH.01.09-0179842, dated October 31, 2023,
The composition of the Company's Directors and Board of Commissioners on the date of publication of
this Information Disclosure is as follows:
Board of Commissioners
President Commissioner : Winato Kartono
Commissioner : Michael W. P. Soeryadjaya
Independent Commissioner : Dr Didi Achjari M.Com. AK.
Board of Directors
President Director : Devin Antonio Ridwan
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Vice President Director : Jason Laurence Greive
Director : Titien Supeno
Director : Andrew Phillip Starkey
2. MDKA
MDKA, which is domiciled in South Jakarta, was initially established under the name PT Merdeka Serasi Jaya,
based on the Deed of Establishment of a Limited Liability Company No. 02 dated 5 September 2012, drawn up
before Ivan Gelium Lantu, S.H., M.Kn., Notary in Depok City, where the deed was approved by the MOLHR
based on 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.
MDKA's Articles of Association have been amended several times as last amended based on the Deed of
Statement of Meeting Resolutions Amendment to the Articles of Association No. 59 dated 12 April 2023, drawn
up before Jose Dima Satria, S.H., M.Kn., Notary in the Administrative City of South Jakarta, which has been
approved by the MOLHR based on Decree No. AHU-0023036.AH.01.02 Year 2023 dated 17 April 2023 and
has been notified to the MOLHR based on the Receipt of Company Data Change Notification No. AHU-
AH.01.09-0111358 dated 17 April 2023 (“Deed No. 59/2023”).
MDKA 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 MDKA’s Articles of Association, the purposes and objectives of the MDKA are to
conduct business in the field of holding company activities and other management consulting activities.
To achieve the abovementioned purposes and objectives, MDKA shall conduct main business activities as
follows:
1. holding company activities, including ownership and/or control of their group of subsidiaries; and
2. other management consulting activities, in which the main business activities (as relevant) are the provision
of advisory assistance, guidance and business operations and other organizational and management
issues, such as strategic and organizational planning; decisions related to finance; marketing objectives
and policies; human resource planning, practices, and policies; scheduling planning and production control.
In executing the main business activities mentioned above, MDKA may carry out the following business
activities as follows:
1. provision of service as counselors and negotiators in designing corporate mergers and acquisitions; and
2. provision of services including advisory assistance, guidance and business operations and other
organizational and management issues, such as strategic and organizational planning, decisions related
to finance, marketing objectives and policies, human resource planning, practices and policies,
scheduling planning and control of production. The provision of these business services may include
funding support, advisory assistance, guidance and operation of various management functions,
management consulting for agronomists and agricultural economists in agriculture and such, design of
accounting methods and procedures, cost accounting programs, budget monitoring procedures, funding
support, providing advice and assistance for business and community services in planning, organizing,
efficiency and supervision, management information and others, including but not limited to infrastructure
investment study services.
Capital Structure and Shareholders’ Composition of MDKA
Pursuant to Deed of Statement of Meeting Resolution of the Amendment of Articles of Association No. 69
dated 25 September 2019 made before Liestiani Wang, S.H., M.Kn., Notary in South Jakarta which has been
notified to the MOLHR based on Receipt of Notification of the Amendment of Articles of Association No. AHU-
AH.01.03-0339775 dated 2 October 2019 juncto Deed of Statement of Meeting Resolutions Amendment to
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 Receipt of
Notification of Amendment to 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 each with a par value
of Rp20 (twenty Rupiah).
According to the Shareholders Register of the Company dated 30 April 2023 issued by PT Datindo Entrycom
as Share Registrar of the Company, the shareholders of the Company are as follows:
Nominal Value of Rp20 per Share
Description
Number of Shares Nominal Value (Rp) (%)
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 Stock 66,194,700 1,323,894,000 0.275(1)
Total of Issued and Fully Paid
24,110,850,771 482,217,015,420 100.000
up Shares
C. Portofolio 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 Commissioners and Board of Directors 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
Independent Commissioner : Budi Bowoleksono
Independent Commissioner : Muhamad Munir
Board of Directors
President Director : Albert Saputro
Vice President Director : Jason Laurence Greive
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Director : Andrew Phillip Starkey
Director : Gavin Arnold Caudle
Director : Hardi Wijaya Liong
Director : David Thomas Fowler
Director : Titien Supeno
Director : Chrisanthus Supriyo
Transaction Value
Pursuant to the Agreement, the total value of the Transaction is USD100,000,000 (one hundred million United
States Dollars) plus the interest amount arising as stipulated in the Agreement. Therefore, the Transaction is not a
material transaction as referred to POJK 17/2020 considering that the value of the Transaction does not reach 20%
(twenty percent) of the Company’s equity value in accordance with the Company and its subsidiaries’ Interim
Consolidated Financial Statements for the period ended on 30 June 2023 which was audited by Public Accounting
Firm Tanubrata Sutanto Fahmi Bambang & Rekan.
Nature and Affiliated Relations
The natures of the affiliation relationship between the Company and MDKA are as follows:
a. The Company is a Controlled Company of MDKA of which shares are indirectly owned by MDKA by
50.04% (fifty point zero four percent) through PT Merdeka Energi Nusantara; and
b. There are members of the Board of Directors of the Company who also serve as members of the Board
of Directors of MDKA.
Summary of Agreement
Loan Agreement MDKA - MBMA effective dated 18 December 2023
Parties:
1. The Company; and
2. MDKA.
Scope of the Agreement:
Based on the Agreement, MDKA as the lender who is also the Controlling Company of the Company, agreed to
provide loan funds in the form of a revolving credit facility to the Company with a facility limit of USD 100,000,000
(one hundred million United States Dollars) plus (i) Term SOFR, and (ii) margin of 5.50% (five point five zero
percent) per year.
Thus, after the effectiveness of the Agreement, the Company can use the financing funds provided by MDKA for
the Company's general corporate needs, including but not limited to working capital, capital expenditures and
operations of the Company and to support the business activities of the Company's subsidiaries by providing debt,
capital deposit, and/or down payment of capital.
Transaction Value:
The Transaction value is USD100,000,000 (one hundred million United States Dollars)
Applicable Law:
Law of the Republic of Indonesia
Dispute Resolution:
Indonesian National Arbitration Board (BANI)
SUMMARY OF APPRAISER’S REPORT
KJPP who has been appointed by the Company’s Board of Directors as the independent appraiser in accordance
with proposal for the provision of fairness opinion No. 422/P-Andesta/XI/2023 dated 6 November 2023, has been
requested to provide an assessment of and provide an opinion of the fairness of the Transaction.
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Fairness Assessment Report on Transaction
The following is a summary of the KJPP’s fairness assessment of the Transaction as stated in its report No. No.
00732/2.0053-00/BS/02/0095/1/XII/2023 dated 15 December 2023 as follows:
a. Transacting Parties
The transacting parties are MDKA as the lender, and the Company as the borrower.
b. Appraisal Object
The object of the transaction based on the Agreement is a transaction in which MDKA agrees to provide a
revolving credit facility to the Company with a facility limit of USD 100,000,000 (one hundred million United
States Dollars) which will mature on the 5th anniversary date of the Effective Date of this Agreement, with an
annual interest rate of Term SOFR + 5.50% (five point five zero percent) per year.
c. Purpose and Objective of Appraisal
The fairness opinion report is to provide an opinion on the fairness of the Transaction of the Company in
receiving a loan from MDKA, and to comply with the provisions of POJK 42/2020 on the Transaction as
defined in this report and not for other transaction plans.
d. Assumptions and Main Limit Conditions
1. This Appraisal report is a non-disclaimer opinion.
2. KJPP has conducted a review of the legal status of the documents used in the Fairness Opinion but
has not conducted research on the validity of the related documents, therefore KJPP does not
guarantee its correctness or validity.
3. KJPP uses data and information obtained, originating from sources that may be trusted for accuracy.
4. KJPP uses adjusted financial projections that reflect the fairness of financial projections made by
management through their fiduciary duties.
5. KJPP is responsible for implementing the Fairness Opinion and the fairness of financial projections
and final value conclusions.
6. The results of the analysis conducted shall produce a Business Appraisal Report which is open to the
public unless there is confidential information, which may affect the Company’s operations.
e. Methods and Fairness Analysis of Proposed Transaction
In accordance with OJK Regulation No. 35/POJK.04/2020 concerning Assessment and Submission of
Fairness Opinion in the Capital Market Sector, the approaches and methods used in the analysis conducted
in this Fairness Opinion, are as follows:
1) Analysis of the Transaction as follows:
a. Identification and relationship between parties in the Transaction.
b. Analysis of relation between parties involved in the Transaction.
c. Analysis of agreements and terms agreed in the Transaction.
d. Assessment of the risks and benefits of the Transaction
2) Analysis of qualitative and quantitative of the Transaction
3) Analysis of the fairness of the Transaction as follows:
a. Analysis by comparing the Transaction with loan interest based on the prevailing market.
b. Analysis to ensure that the Transaction provides added value to the Transaction that will be
carried out.
4) Analysis of other relevant factors.
f. Conclusion
Based on the fairness analysis of the Transaction as referred to in the Appraiser's Report, in view of the
considerations, benefits, risks and analysis of the fairness of the transaction, KJPP believes that overall the
Transaction is a "Fair Transaction".
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THE IMPACT OF THE TRANSACTION ON THE COMPANY’S FINANCIAL CONDITION
The Impact 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 prior to and after carrying out the Affiliated Transaction.
(*) Expressed in US Dollars and refers to the Financial Report of the Company and its subsidiaries for the six month
period ending 30 June 2023 which was audited by Kantor Akuntan Publik Tanubrata Sutanto Fahmi Bambang dan
Rekan.
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DESCRIPTION, CONSIDERATIONS AND REASONS FOR THE TRANSACTION COMPARED WITH OTHER
SIMILAR TRANSACTIONS WHICH ARE NOT PERFORMED WITH AFFILIATED PARTIES
With the implementation of the Transaction, the Company may utilise the funding support received from MDKA for
general corporate needs of the Company, but not limited to the working capital, capital and operational expenditures
of the Company, as well as to support the business of the Company’s subsidiaries by providing debt, subscription
of capital and/or down payment of capital. The considerations and reasons for carrying out affiliated loan
transactions compared to other similar transactions with non-affiliated parties (banks) are that the affiliate loan
process is faster than that of other third parties, and does not require a long administrative process, and no material
collaterals are required.
The Transaction has also been assessed by internal procedures using similar terms and conditions if the
Transaction is conducted with an unaffiliated party, hence the terms and conditions of the Transaction are carried
out by generally accepted business practices. Furthermore, the Transaction is also more effective and efficient if it
is carried out by affiliated parties of the Company.
STATEMENT OF THE BOARD OF COMMISSIONERS
AND BOARD OF DIRECTORS 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 Company and its subsidiaries’ Interim Consolidated Financial
Statements for the period ended on 30 June 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 Transactions have been
carried out in accordance with prevailing regulations and generally accepted business practices.
[this page is intentionally left blank]
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ADDITIONAL INFORMATION
For further information, you can contact the Company at the following address:
PT MERDEKA BATTERY MATERIALS Tbk.
Corporate Secretary
Treasury Tower, 69th 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 5581
Facsimile: +62 21 3952 5582
Email: corsec@merdekabattery.com
Website: www.merdekabattery.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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confidence 0.091
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12 Sep 2026 21:45
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'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}