20230920_MDKA_Laporan Informasi dan Fakta Material_31411990_lamp1.pdf

DEFINITIONS

“Affiliation” : means the parties referred to in Article 1 point 1 of the 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 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

Cc. relationship between a party and employees, directors or
commissioners of that 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 the concerned party,

f. relationship between 2 (two) or more controlled companies, either
direct or indirect, by any means, in determining the management
and/or policies of the company by the same party: or

9. relationship between the company and a major shareholder, that
isa party that direct or indirect owns at least 2074 (twenty percent)
of the shares with voting rights of the company.

“Conflictoflnterest” : 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 1 Stock exchange as defined in Article 1 point 4 of the Capital Market
Exchange” Law, in this case held by PT Bursa Efek Indonesia, domiciled in
Jakarta.
“MOLHR” 1 Minister of Law and Human Rights of the Republic of Indonesia.
“MMP 1. PT Merdeka Mining Indonesia, domiciled in South Jakarta, a limited

liability company established and operating under the laws of the
Republic of Indonesia.

“Financial Services 1. The independent institution, as referred to in Law No. 21 of 2011 on
Authority or OJK" Financial Services Authority as amended by Law No. 4 of 2023 on
2

“pBj?

“Shareholders”

“Independent
Appraiser or KJPP”

“Agreement”

“Company”

“POJK 17/2020”

“POJK 42/2020”

“Rupiah or Rp”

“Term SOFR”

“Affiliated
Transaction”

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.

PT Pani Bersama Jaya, domiciled in South Jakarta, a limited liability
company established and operating under the laws of the Republic of
Indonesia.

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.

Public Appraisal Office of Iskandar and Partners, independent
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.

Loan Agreement made by and between PBJ with MMI which is
effective on 18 September 2023 together with any amendments,
additions, and substitutes, which may be subseguently made.

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.

OJK Regulation No. 17/POJK.04/2020, enacted on 20 April 2020
regarding Material Transaction and Changes in Business Activities.

OJK Regulation No. 42/POJK.04/2020, enacted on 1 July 2020
regarding Affiliated Transaction and Conflict of Interest Transaction.

Reference to Rupiah which is the legal currency of the Republic of
Indonesia.

Term Secured Overnight Financing Rate (“SOFR”) means the term
reference rate, administered by CME Group Benchmark
Administration Limited (or any other person which takes over the
administration of that rate), which is published on the following website
https://www.cmegroup.com/market-data/cme-group-benchmark-
administration/term-sofr.html.

Any activity and/or transaction conducted by a public company or a
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 principal shareholders, or the controller,
including any activity and/or transaction conducted by a public
company or controlled company for the benefit of an Affiliation of a

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public company or an Affiliation of a member of the board of directors,
member of the board of commissioners, principal shareholders or the

controller.
“Conflictoflnterest : — Transactions that are carried out by public companies or controlled
Transaction” entities 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.

INTRODU

ION

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 September 2023, PBJ and MMI have signed the Agreement with detail as described in
the transaction summary below.

The Transaction carried out is an Affiliated Transaction as referred to in POJK 42/2020, in which PBJ
and MMI are the Controlled Company of the Company. However, this Transaction is not a Transaction
with a Conflict of Interest 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 reguired 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. No. 00346/2.0118-00/BS/02/0596/1/1X/2023 dated 15 September 2023
on the Fairness Opinion Report on the Proposed Loan Transaction to MMI by PBJ (Controlled Company
of the Company) (“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 214 (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. PBJ

PBJ, domiciled in South Jakarta, is a limited liability company established based on the Deed of
Establishment of Limited Liability Company No. 87 dated 20 November 2015, made before
Humberg Lie, S.H., S.E., M.Kn., Notary in North Jakarta, which has been ratified by the MOLHR
by virtue of its Decree No. AHU-2467705.AH.01.01.TAHUN 2015 dated 20 November 2015.

4

PBJ's Articles of Association have been amended several times, as lastly amended by the Deed
of Statement of Circular Resolution in Lieu of Extraordinary General Meeting of Shareholders No.
141 dated 19 December 2022 which was made before Darmawan Tjoa, S.H., S.E., Notary in
Jakarta, which has been notified to the MOLHR based on (i) the Receipt of Notification of
Amendment to the Articles of Association No. AHU-AH.01.03-0328481: (ii) the Receipt of
Notification of the Change to the Company's Data No. AHU-AH.01.03-0328485, and (iii) the
Receipt of Notification of the Company's Merger No. AHU-AH.01.09-0088367, all dated 19
December 2022 (“Deed 141/2022”).

Based on Article 3 of the Articles of Association of PBJ, the purpose and objective of PBJ is to
conduct business in the field of holding company activity.

To achieve the abovementioned purposes and objectives, PBJ may carry out in business activities,
namely holding company activities (KBLI 64200) which is conducting activities as a holding
company, namely a company that controls the assets of a group of subsidiary companies and the
main activity is the ownership of the group.

Capital Structure and Shareholder's Composition of PBJ

Based on the Deed of Statement of Circular Resolutions in Lieu of Extraordinary General Meeting
of Shareholders No. 85 dated 30 May 2022, made before Darmawan Tjoa, S.H., S.E., Notary in
Jakarta, which has been approved by the MOLHR by virtue of the Decree No. AHU-
0036220.AH.01.02.TAHUN 2022 and has been notified to the MOLHR based on the Receipt of
Notification of Amendment to the Articles of Association No. AHU-AH.01.03-0243208, both dated
30 May 2022 juncto Deed 141/2022, the capital structure and share ownership composition of PBJ
are as follows:

Authorized Capital
Issued Capital
Paid-up Capital

Rp200,000,000,000
Rp100,183,000,000
Rp100,183,000,000

The Authorized Capital of PBJ is divided into 200,000 (two hundred thousand) shares, with a
nominal value of Rp1,000,000 (one million Rupiah) per share.

Therefore, the composition of PBJ's share ownership is as follows:

Nominal Value of Rp1,000,000 per share
No. Shareholders' Name
Numbasel Nominal Value (Rp) wo

1 The Company 70,181 70,181,000,000 70.05
2. Garibaldi Thohir 6,953 6,953,000,000 6.94
3. PT Unitras Kapital Indonesia 2,204 2,204,000,000 2.20
4 PT Elias Aldana Manajemen 1,002 1,002,000,000 1.00
5. PT Nugraha Eka Kencana 1,501 1,501,000,000 1.50
6. Winato Kartono 10,389 10,389,000,000 10.37
Ta Hardi Wijaya Liong 4,448 4,448,000,000 4.44
8. Santoso Kartono 1,403 1.403,000,000 1.40
9. Sakti Wahyu Trenggono 601 601,000,000 0.60
10. | Edi Permadi 1,501 1,501,000,000 1.50

Nominal Value of Rp1,000,000 per share
No. Shareholders' Name - F . 2 :
1 Numberof Me Ara
Shares Nominal Value (Rp) , Yo
Total 100,183 100,183,000,000 100.00
Portfolio Shares 99,817 99,817,000,000 | -

Composition of the Board of Directors and Board of Commissioners of PBJ

According to the Deed of Statement of Circular Resolutions of Shareholders in Lieu of
Extraordinary General Meeting of Shareholders No. 55 dated 28 April 2023, made before
Darmawan Tjoa, S.H., S.E., Notary in Jakarta, which has been notified to the MOLHR based on
the Receipt of Notification of the Amendment of the Company's Data No. AHU-AH.01.09-0121405
dated 27 May 2023, the composition of the Company's Board of Directors and Board of
Commissioners of PBJ is as follows:

Board of Commissioners

President Commissioner : Albert Saputro
Commissioner : Januarius Felix Lumban Gaol

Board of Directors

President Director : Syamsul Bahri Ilyas
Director Cahyono Seto
Director : David Thomas Fowler
Director : Boyke Poerbaya Abidin
MMI

MMI, domiciled in South Jakarta, is a limited liability company established pursuant to the Deed of
Establishment No. 27 dated 12 May 2022, made before Darmawan Tjoa, S.H., S.E., Notary in
Jakarta, which has been ratified by MOLHR by virtue of its Decree No. AHU-
0031389.AH.01.01.TAHUN 2022 dated 12 May 2022 (“Deed of Establishment of MMI”).

MMI's Articles of Association were lastly amended based on the Deed of Statement of Circular
Resolution in Lieu of Extraordinary General Meeting of Shareholders No. 4 dated 3 April 2023,
made before Darmawan Tjoa, S.H., S.E., Notary in Jakarta, which has been approved by MOLHR
by virtue of its Decree No. AHU-0019982.AH.01.02.TAHUN 2023 dated 3 April 2023 (“Deed
412023”)

Based on Article 3 of MMI's Articles of Association, the purpose and objectives of MMI are to carry
out business in mining support services activities, construction eguipment rental activities with
operators, and leasing and operational leasing activities of mining and energy machinery and
eguipment without option rights.

To achieve the abovementioned purposes and objectives, MMI shall perform the main business
activities as follows:

a. Mining and Other Excavation Support Activities (KBLI 09900):
Carry out supporting services activities based on compensation or contracts, which are
reguired in the mining activities under the main categories 05, 07, and 08, such as exploration

services, for example, in traditional methods such as taking ore samples and geological

6

observations, pumping and distribution services for mining products, and trial services for
excavation and drilling for loading or mining wells.

Rental of Construction Eguipment with Operators (KBLI 43905),

This category includes businesses involved in renting construction eguipment and its
accessories with operators. This includes the rental of production and operational eguipment
for oil, gas, petrochemicals, geothermal, communication systems like SCADA (Supervisory
Control and Data Acguisition), and crane rentals.

Rental and Operational Leasing of Mining and Energy Machinery and Eguipment Activities
(KBLI 77395),

This category encompasses the activities of leasing and operational leasing without option
rights (operational leasing) of machinery and eguipment for mining and excavation without
operators, which are generally used as capital goods by companies, such as power
generation machinery. This includes the power generation machinery oe steam and turbine
engines, mining and oil eguipment, and professional radio and communication eguipment.

Capital Structure and Shareholder's Composition of MMI

According to the Deed of Establishment of MMI, the capital structure and share ownership
composition of MMI are as follows:

Authorized Capital 3 Rp200,000,000
Issued Capital : Rp50,000,000
Paid-up Capital : Rp50,000,000

The Authorized Capital of MMI is divided into 40,000 (forty thousand) shares, with a nominal value

of Rp5,000 (five thousand Rupiah) per share.

Therefore, the composition of MMI's share ownership is as follows:

Nominal Value of Rp5,000 per share
No. 'Shareholders' Name or
“Gngres Nominal Value (Rp) (P2)
1. | The Company 9,999 49,995,000 99.99
2. PT Merdeka Kapital Indonesia 1 5,000 0.01
Total 10,000 50,000,000 100.00
Portfolio Shares 30,000 150,000,000 | -

Composition of the Board of Commissioner and Board of Directors of MMI

According to the Deed of Establishment of MMI, the composition of the Board of Directors and

Board of Commissioner of MMI is as follows:

Board of Commissioner

Commissioner

: Adi Adriansyah Sjoekri

Board of Directors
President Director : Boyke Poerbaya Abidin
Director : Cahyono Seto

Transaction Value and Scope of the Agreement

PBJ, as the lender, agrees to provide financing fund to MMI, as the borrower, with a total value of up to
USD 27,000,000 (twenty-seven million United States Dollars) (“Transaction”).

Furthermore, the Transaction does not constitute a material transaction as defined in POJK 17/2020
because the value of the Transaction does not reach 20” (twenty percent) of the Company's eguity
based on the Interim Consolidated Financial Statements of the Company and its subsidiaries for the
period ended on 31 March 2023, which were limited reviewed by the Public Accounting Firm of
Tanubrata Sutanto Fahmi Bambang & Rekan.

Based on the Agreement, PBJ as the lender, agrees to provide financing funds to MMI, as the borrower,
with a total value of up to USD 27,000,000 (twenty-seven million United States Dollars) ("Financing
Fund”), which will be used by MMI for the following purposes:

a. some part of the Financing Fund with a maximum amount of USD 15,000,000 (fifteen million
United States Dollars) will be used by MMI for the repayment of the provided commitment (as
referred to in the Advance of Capital Increase Agreement between the Company and MMI
dated 3 May 2023) to the Company, along with all costs arising from such repayment
("Financing Fund 1"): and

b. the amount of fund that is resulted from the Financing Fund deducted with the Financing Fund
will be utilized by MMI to fund general corporate purposes, including capital expenditures,
operational expenses, and working capital reguired by MM, including, among others, payments
to suppliers, employees, consultants, and other purposes to support MMI's business activities.

The Financing Funds will bear interest at the following rate:
a. Term SOFR (3 months) on:
i. each date of disbursement of the respective financing funds, and
ii. for the subseguent interest period, the last day of the immediately preceding interest period,
b. plus a margin of 6.16Y4 (six point one six percent) per annum.

The Financing Fund will mature no later than the fifth year from the first utilisation of the Financing Fund
|

Nature and Affiliated Relations with the Company
The natures of the affiliation relationship between PBJ and MMI with the Company are as follows:

a. PBJis a controlled company of the Company with shares owned directly by the Company in
the amount of 70.05”4 (seventy point zero five percent):

b. MMI is a controlled company of the Company with shares owned directly and indirectly by the
Company in the amount of 99.99 (ninety-nine point nine nine percent): and

C. there are members of the Board of Directors and/or members of the Board of Commissioners
of PBJ who also serve as members of 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. 143.5/IDR/DO.2/Pr-FO/VIII/2023
dated 18 August 2023, has been reguested 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. 00346/2.0118-00/BS/02/0596/1/1X/2023 dated 15 September 2023 as follows:

a. Transacting Parties
The transacting parties are PBJ as the lender and MMI as the borrower.
b. Appraisal Object

The object of the appraisal is the proposed loan Transaction to MMI by PBJ (controlled company
of 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 proposed Transaction.

d. Assumptions and Limit Conditions

This appraisal report is a non-disclaimer opinion.

The appraiser reviewed the legal status of documents used in the appraisal process.

The data and information come from trustworthy sources.

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
assignor.

9. The assumptions and other limiting conditions are disclosed in the KJPP report

PON

e. Approach and Methods

In accordance with the scope of appraisal, the approach and methods used are as follows:
Conducting Transaction analysis:

Conducting a gualitative analysis of the proposed Transaction:

Conducting a guantitative analysis of the proposed Transaction:

Conducting an analysis of the guarantee related to the Transaction:

Conducting an analysis of the fairness of the transaction value: and

Conducting an analysis of other relevant factors.

PANYNA

f. Conclusion

8. The appraiser obtained information on the legal status of the appraisal object from the
assignor, and
9. The assumptions and other limiting conditions are disclosed in the KJPP report.

€. Approach and Methods

In accordance with the scope of appraisal, the approach and methods used are as follows:
Conducting Transaction analysis,

Conducting a gualitative analysis of the proposed Transaction:

Conducting a guantitative analysis of the proposed Transaction:

Conducting an analysis of the guarantee related to the Transaction,

Conducting an analysis of the fairness of the transaction value: and

Conducting an analysis of other relevant factors.

DANONA

f. Conclusion

The amount of funds from the object of the Transaction in the form of a loan to MMI by PBJ 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 PBJ as the lender imposed to MMI within the
range of similar interest rates from previous transactions. Therefore, it can be concluded that the
loan interest rates imposed by PBJ on MMI is fair.

The analysis results of the financial impact of the transaction on the interests of shareholders
conclude that the transaction will increase the Company's revenue and profit, creating added value
in line with the interests of shareholders.

The analysis results of the business considerations used by the Company's management in
relation to the proposed Transaction to be carried out for the benefit of shareholders indicate that
PBJ, as arelated party to MMI, can support MMI's financing for commercial operations and achieve
revenue and profit that will be consolidated into the Company in line 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 COMPA
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
31 March 2023 before and after carrying out the Affiliated Transaction:

assets
(Current Assets
(Can ce ar course 22291) 0) KAN
Trace rezovasee

Tara panes San) | BE

Test pang 237.200 2 57200
(Omer resevangs pure paries pena a Ea
(evemonez - cureri peron Troso 2 Tartosctaj
Came rta aura PIAIA | Tantan
(AR varce: Sha menang - Cumeni Daruan K2EEETI | K2E1EEI
Mn as Pa BEA 2 EA
(Total Curront Aszots 222213.620 | 223.215.690)

“Current Assets:

aren an Papag rek tegas d 109712506)
Ihen-cumert porson
(havarce oi reestmert DI | Garasi
Ievesnnertin ihares ang ancemre say Ta 201 0 Ta 201
Lam Tom pra sar Dasa | Sana
rvertonez - poncutert parean 23252 531 0) SE TA Ca)
Prensctaxes OKE) ol Sonsoca)
Pray dartara cavarars, PEN ol JECAREAI
Perteuna see KERA ol Ta2nasn
(anra konco 233 353 Bag) a TA IaSn
bonnten Ke crsusren Seret Tana | Tana
CE RE 0 Taoneso)
(Oennegtn mret BE g Ec)
Omer en-cunert arzen, Zian rel | Tito ir)
(Total Non-Curront Assets. 3120 m0 | Izon s1)
(TOTAL CURRENT ASSETS 2209 173.2 O MEMEK
(Ewenmes ANO COUNT
(Cumont Uabtnes
race payaves

Harapan EA Ci 19522 722)

Heises papar Tor san) o El
(hceruod anpenses 2331257 | RAI
(reses terern BEE 2 2025527
ane payane Sian on) 2 Taat can)
(Der ayam: To ronara C 15700373)
Perowngs arertrerten

Barkicara ang sean tasity. 21Tar 253) 2 21127 28)

Beres pasar S1o 308 sang 0 Tie yas za)

Lesze laras Io 2o5 215) 0 16205215)
(Dem snve Inangiat merumeni. Cunerr paruan API O bias
Prorecn tee mang rerabinaten Ta ol TATA
Il curert porson
(Total Curront Labarses KTA 2) 727154733)

t Uabantios

IBerrowngz - ne al Omert eren.

Barkicars and crear tanlty PARI Oo Frasai 153)

Beres payatie Cas asn ta) | 633423 1521

Ucare taruna: KIER 2 20118250)

Loan from azzcctte emty Taro son 2 Tatan son
(Demvanve Inarcial inerument -rer-cument Boan Toar oa) p Toer Oos)
etenes tar matbes Sasa ana) 2 Danang
(Pest orelanere Seneita Jabiay men amrertrenen KE: 2 KE
Proraen ice meng erabinatn Pemcumerr perca Tia c KE
(total Non-Curront Lmbittios Taieseaz0n c| 1.216.544.290)
(TotaL Lusurnes 1361253023 KO MEMAKAI)
ISrare catat
(orenaea catat Ipar 0 EA
(eccmons par n capitai net Taanan p (071

asa Hoek MIE) 0 MIE TAKE
(Can ons hedgrarezene Tenar p Sesar)
(Omer eguty comporertz Ti to5 oo) p Ios nas
(Renrec canres

Peorcerowa 102000 0) ES

Unaoeropnated 254 250.3 0 224 193 Ing)
Ikon conteting rtereata Tos9o130zs) 0) 1020612022
(Total Eguty oke nan. an) .| 2011200.253
(TOTAL LugiLmEs AND EOUNY AR00175.621 c| 1009179.521

() Expressed in US Dollar and refer to the Interim Consolidated Financial Statemenis of the Company and its subsidiaries for
the period ended 31 March 2023.

DESCRIPTION, CONSIDERATIONS AND REASONS FOR THE TRANSACTION
COMPARED WITH OTHER SIMILAR TRANSACTIONS WHICH ARE NOT PERFORMED

WITH AFFILIATED PARTIES

By implementing the Transaction, PBJ is able to provide financing support that will be used by MMI for
(i) the repayment of the provided commitment under the Advance of Capital Increase Agreement dated
3 May 2023, made by the Company with MMI, to the Company along with all costs arising from such
repayment, and (ii) its general corporate purposes, including capital expenditures, operational
expenses, and working capital, where the funds can be obtained by MMI in a shorter time compare to
obtaining funding from financial institutions. Therefore, the Transaction will be more efficient if carried
out with PBJ as an affiliated party. Furthermore, it is expected that the Transaction may provide a
positive impact on the Company, ultimately creating an indirect added value for the Company's
Shareholders.

The Transaction has also been assessed by internal procedures using similar terms and conditions if
the Transaction is 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 affiliated parties of the Company.

ATEMENT OF THE BOARD OF COMMISSIONE
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 204 (twenty percent) of the Company's eguity value in accordance with the Interim
Consolidated Financial Statements of the Company and its subsidiaries for the period ended on 31 March

2023 which was limited review 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 reguired in POJK 42/2020 to ensure that Affiliated
Transactions have been carried out in accordance with prevailing regulations and generally accepted
business practices.

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ADDITIONAL INFORMATION

For further information, you can contact the Company at the following address:

PT Merdeka Copper Gold Tbk.
Corporate Secretary
Treasury Tower, 67-68" 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

Initial: p 2 @ EK