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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 Merdeka Battery Materials Tbk, 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 20 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.
“MBMA” : 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.
“MOLHR” : Minister of Law and Human Rights of the Republic of Indonesia.
Disclosure Information of PT Merdeka Copper Gold Tbk 1
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“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.
“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 MDKA – MBMA made by and between the Company
and MBMA which is effective on 18 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 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, 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
Indonesia.
Term SOFR : The 3 (three) month Secured Overnight Financing Rate (“SOFR”)
reference rate as at the utilization date of any loan, 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.
Disclosure Information of PT Merdeka Copper Gold Tbk 2
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“Conflict of Interest : Transactions that are carried out by public companies or controlled
Transaction” entities with any party, both with Affiliations and parties other than
Affiliations that contain a conflict of interest.
“USD” : Reference to United States Dollars which is the legal currency of the
United States.
“UUP2SK” : Law No. 4 of 2023 dated 12 January 2023 on Financial Sector
Development and Strengthening, State Gazette of the Republic of
Indonesia No. 4 of 2023, along with all of its implementing regulations.
INTRODUCTION
In order to comply with the provisions of POJK 42/2020, the Board of Directors of the Company announces
Information Disclosure to provide information to the Shareholders of the Company that effective on 18
December 2023, the Company and MBMA 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 MBMA 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. 00451/2.0118-00/BS/02/0596/1/XII/2023 dated 15 December 2023 on the Fairness Opinion
Report on the Proposed Loan Transaction to PT Merdeka Battery Materials Tbk 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 2nd (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.
Disclosure Information of PT Merdeka Copper Gold Tbk 3
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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
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
Disclosure Information of PT Merdeka Copper Gold Tbk 4
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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:
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 Rp20 (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 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 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.
Disclosure Information of PT Merdeka Copper Gold Tbk 5
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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
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. MBMA
MBMA, domiciled in South Jakarta, was initially established under the name of PT Hamparan Logistik
Nusantara pursuant to the Deed of Establishment No. 66 dated 20 August 2019, made before
Darmawan Tjoa, S.H., S.E., Notary in Jakarta, which has been ratified by the MOLHR by virtue of its
Decree No. 0041804.AH.01.01.Tahun 2019 dated 22 August 2019.
According to Article 3 of MBMA’s Articles of Association, the purposes and objectives of MBMA are to
conduct business in the field of holding company activities and other management consultation
activities.
To achieve the abovementioned purposes and objectives, MBMA shall perform the 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.
To achieve the abovementioned main business activities of MBMA, MBMA shall perform the
supporting business activities as follows:
1. provision of service as counsellors 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
Disclosure Information of PT Merdeka Copper Gold Tbk 6
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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 MBMA
The Authorized Capital of MBMA is divided into 350,000,000,000 (three hundred fifty billion) shares
each with a par value of IDR100 (one hundred Rupiah).
Based on the Company's Register of Shareholders on 30 November 2023 issued by PT Datindo
Entrycom as MBMA’s Securities Administration Bureau, MBMA's shareholders are as follows:
Keterangan Jumlah Saham Jumlah (Rp) %
A. Authorized Capital 350,000,000,000 35,000,000,000,000
B. Issued and Paid up Capital
1) PT Merdeka Energi Nusantara 54,045,287,677 5,404,528,767,700 50.04
(previously PT Batutua
Tambang Abadi)
2) Garibaldi Thohir 9,136,659,400 913,665,940,000 8.46
3) Huayong International (Hong 8,149,060,000 814,906,000,000 7.55
Kong) Limited
4) PT Alam Permai 5,861,079,300 586,107,930,000 5.43
5) Masyarakat (masing-masing di 30,803,333,523 3,080,333,352,300 28.52
bawah 5%)
Total of Issued and Fully Paid up
107,995,419,900 10,799,541,990,000 100.00
Shares
C. Portofolio Shares 242,004,580,100 24,200,458,010,000
Composition of the Board of Commissioners and Directors of MBMA
Based on the Deed of Statement of Meeting Resolution of MBMA No. 89 dated 20 October 2023,
drawn up before Jose Dima Satria, 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 Change of the Company’s
Data No. AHU-AH.01.09-0179842 dated 31 October 2023, the composition of the Board of Directors
and Board of Commissioners of MBMA as of the issuance date of this Information Disclosure is as
follows:
Board of Commissioners
President Commissioner : Winato Kartono
Commissioner : Michael W. P. Soeryadjaya
Independent Commissioner : Dr. Didi Achjari, S.E., M.Com., Ak. C.A
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
Transaction Value and Scope of the Agreement
Pursuant to the Agreement, the Company as the lender agrees to provide financing funds to MBMA with a
total value of up to USD100,000,000.00 (one hundred million United States Dollar) (“Facility”) which will
be used by MBMA for general corporate purposes, including but not limited to the working capital, capital
and operational expenditure of MBMA and for supporting the business of MBMA’s subsidiaries by way of
loan, equity subscription and/or advance of capital provision.
The Facility under the Agreement bears interest at the 3 (three) month Term SOFR and a margin of 5.50%
(five point five zero percent) per annum with a maturity date in the fifth year from the effective date of the
Agreement.
During the availability period, MBMA may re-borrow any portion of the Facility that has been prepaid
provided that after remitting any amounts requested by MBMA, the total amount outstanding under the
Facility will not exceed USD100,000,000.00 (one hundred million United States Dollars).
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 MBMA with the Company are as follows:
a. MBMA is a Controlled Company of the Company, with shares owned indirectly by the Company in the
amount of 50.04% (fifty-point zero four percent); and
b. there are members of the Board of Directors of MBMA who also serves 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. 195.4/IDR/DO.2/Pr-FO/XI/2023 dated 2
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. 00451/2.0118-00/BS/02/0596/1/XII/2023 dated 15 December 2023:
a. Transacting Parties
The transacting parties are the Company as the lender and MBMA as the borrower.
Disclosure Information of PT Merdeka Copper Gold Tbk 8
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b. Appraisal Object
The object of the appraisal is the proposed loan transaction to MBMA 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
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 to MBMA 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 MBMA
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 MBMA is fair.
The analysis results of the financial impact of the Transaction to be carried out is that the Transaction
does not affect the proforma and financial projections of the Company on a consolidated basis, but by
carrying out the Transaction the Company will reduce the risk of cash deficiency in MBMA and MBMA
obtains working capital to carry out its operations optimally, thus in accordance with the interests of
Shareholders.
The results of the analysis of business considerations used by the company's management related to
the proposed Transaction to be carried out on the interests of Shareholders are the Company as a
Disclosure Information of PT Merdeka Copper Gold Tbk 9
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shareholder of MBMA can provide working capital funding support to MBMA to ensure its operational
activities 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.
THE EFFECT OF THE TRANSACTION ON THE COMPANY’S FINANCIAL CONDITION
The Effect of the Transaction on the Company's Financial Condition
The table below shows an overview of the financial condition of the Company and its subsidiaries as of
30 June 2023 before and after carrying out the Affiliated Transaction:
Disclosure Information of PT Merdeka Copper Gold Tbk 10
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(*) Expressed in US Dollar and refer to the Interim Consolidated Financial Statements of the Company and its subsidiaries for the
period ended 30 June 2023.
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 MBMA
for general corporate purposes, including but not limited to the working capital, capital and operational
expenditure of MBMA and for supporting the business of MBMA’s subsidiaries by way of loan, equity
subscription and/or advance of capital provision. The funds provided are expected to be obtained by MBMA
in a shorter time when compared to obtaining funding from financial institutions.
Thus, the Transaction will be more efficient if carried out with the Company as the holding company of
MBMA. 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.
Disclosure Information of PT Merdeka Copper Gold Tbk 11
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