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20260310_TOBA_Laporan Informasi dan Fakta Material_32052920_lamp1.pdf
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INFORMATION DISCLOSURE TO THE SHAREHOLDERS OF
PT TBS ENERGI UTAMA TBK (THE ”COMPANY”)
IN RELATION TO THE PROPOSED CAPITAL INCREASE WITH PRE-EMPTIVE RIGHTS GRANTED
TO THE COMPANY’S SHAREHOLDERS THROUGH A LIMITED PUBLIC OFFERING MECHANISM
(PMHMETD)
THE INFORMATION CONTAINED IN THIS INFORMATION DISCLOSURE IS IMPORTANT FOR THE
SHAREHOLDERS TO READ AND CAREFULLY CONSIDER IN RELATION TO THE PMHMETD. IF YOU
EXPERIENCE ANY DIFFICULTIES IN UNDERSTANDING THE INFORMATION CONTAINED IN THIS
INFORMATION DISCLOSURE, YOU ARE ADVISED TO CONSULT WITH YOUR LEGAL ADVISOR,
PUBLIC ACCOUNTANT, FINANCIAL ADVISOR, OR OTHER PROFESSIONAL ADVISORS.
PT TBS ENERGI UTAMA TBK (the “COMPANY”)
Domiciled in South Jakarta
Business Activities:
Investment ini coal mining and trading, oil palm plantations, and currently developing its business as an
independent power producer, as well as investment in renewable energy and wholesale and retail trading of
vehicles through its Subsidiaries.
Head Office:
Treasury Tower Level 33, SCBD Lot.28, Jl. Jend. Sudirman Kav.52-53, Jakarta Selatan 12190, Indonesia
Phone: (62-21) 5020 0353, Faxcimile: (62-21) 5020 0352
Email: corsec@thisistbs.com Website: www.thisistbs.com
THIS INFORMATION DISCLOSURE IS PREPARED AND ADDRESSED IN ORDER TO COMPLY WITH
FINANCIAL SERVICES AUTHORITY REGULATION NUMBER 32/POJK.04/2015 CONCERNING
CAPITAL INCREASE OF PUBLIC COMPANIES WITH PRE-EMPTIVE RIGHTS, AS AMENDED BY
FINANCIAL SERVICES AUTHORITY REGULATION NO.14/POJK.04/2019 CONCERNING
AMENDMENT TO THE FINANCIAL SERVICES AUTHORITY REGULATION NUMBER
32/POJK.04/2015 CONCERNING CAPITAL INCREASE OF PUBLIC COMPANIES WITH PRE-
EMPTIVE RIGHTS.
THE BOARD OF COMMISSIONERS AND THE BOARD OF DIRECTORS OF THE COMPANY,
WHETHER INDIVIDUALLY OR JOINTLY, ASSUME FULL RESPONSIBILITY FOR THE
COMPLETENESS AND ACCURACY OF ALL INFORMATION OR MATERIAL FACTS CONTAINED IN
THIS INFORMATION DISCLOSURE AND AFFIRM THAT THE INFORMATION PRESENTED IN THIS
INFORMATION DISCLOSURE IS TRUE AND THAT THERE ARE NO MATERIAL FACTS OMITTED
WHICH COULD CAUSE THE MATERIAL INFORMATION CONTAINED HEREIN TO BECOME
INACCURATE AND/OR MISLEADING.
This Information Disclosure is issued in Jakarta on March 10, 2026
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I. DEFINITION AND ABBREVIATIONS
Indonesian Stock Exchange : A stock exchange as defined in Article 1 point 4 of the Capital
(IDX) Market Law, in this case operated by PT Bursa Efek Indonesia,
domiciled in South Jakarta, where the Shares are listed.
KSEI : Abbreviation of PT Kustodian Sentral Efek Indonesia,
domiciled in Jakarta, which acts as the Central Securities
Depository and Settlement Institution in accordance with the
Capital Market Law.
Financial Services Authority : An independent institution which has the functions, duties,
(Otoritas Jasa Keuangan) or and authorities for regulation, supervision, examination, and
OJK investigation as referred to in Article 1 point 1 of Law No. 21 of
2011 concerning the Financial Services Authority (“OJK Law”)
in conjunction with the Decision of the Constitutional Court of
the Republic of Indonesia in Case No. 25/PUU-XII/2014
pronounced on 4 August 2015.
Shareholders : Parties who have beneficial ownership of the Company’s
shares, whether in certificated form or held in collective
custody and stored and administered in securities accounts at
KSEI, and who are recorded in the Company’s Register of
Shareholders administered by the Securities Administration
Bureau, PT Datindo Entrycom.
The Company : PT TBS Energi Utama Tbk, a public limited liability company
established and existing under the laws of Republic of
Indonesia, having its address at Treasury Tower, 33rd Floor
District 8, SCBD Lot 28, Jl. Jend. Sudirman Kav. 52-53, Jakarta
12190, Indonesia.
PMHMETD : Capital Increase with Pre-emptive Rights granted to the
Company’s Shareholders through a Limited Public Offering
mechanism pursuant to POJK No. 32/POJK.04/2015, as
amended by POJK No. 14/POJK.04/2019.
POJK No. 32/2015 : Financial Services Authority Regulation No. 32/POJK.04/2015
concerning Capital Increase of Public Companies with Pre-
emptive Rights, as amended by Financial Services Authority
Regulation No. 14/POJK.04/2019.
POJK No. 14/2019 : Financial Services Authority Regulation No. 14/POJK.04/2019
concerning Amendments to Financial Services Authority
Regulation No. 32/POJK.04/2015 concerning Capital
Increase of Public Companies with Pre-emptive Rights.
POJK No. 15/2020 : Financial Services Authority Regulation No.
15/POJK.04/2020 concerning the Planning and Convening of
General Meetings of Shareholders of Public Companies.
GMS : General Meeting of Shareholders.
EGMS : Extraordinary General Meeting of Shareholders.
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Shares : All shares that have been issued and fully paid up in the
Company.
Capital Market Law : Law No. 8 of 1995 dated 10 November 1995 concerning Capital
Markets, as published in the State Gazette of the Republic of
Indonesia No. 64 of 1995, Supplement No. 3608, as most
recently amended by Law No. 4 of 2023.
UUPT : Law No. 40 of 2007 dated 16 August 2007 concerning Limited
Liability Companies, as published in the State Gazette of the
Republic of Indonesia No. 106 of 2007, Supplement No. 4756,
as amended by Government Regulation in Lieu of Law of the
Republic of Indonesia No. 2 of 2022 concerning Job Creation,
which has been enacted into law pursuant to Law No. 6 of
2023 concerning the Stipulation of Government Regulation in
Lieu of Law No. 2 of 2022 concerning Job Creation into Law.
Law No. 4 of 2023 : Law No. 4 of 2023 dated 12 January 2023 concerning the
Development and Strengthening of the Financial Sector, as
published in the State Gazette of the Republic of Indonesia No.
4 of 2023, Supplement No. 6845.
II. INTRODUCTION
With reference to POJK No. 14/2019, the Company intends to undertake a Capital Increase with Pre-
Emptive Rights through a Limited Public Offering (Penambahan Modal dengan Memberikan Hak
Memesan Efek Terlebih Dahulu) (“PMHMETD”) in order to support the development and expansion of
the Company’s business activities, particularly in the waste management, renewable energy, and
electric vehicle sectors, of up to a maximum of 1,390,000,000 (one billion three hundred ninety
million) new registered shares with a nominal value of Rp50 (fifty Rupiah) per share, which will be
issued from the Company’s authorized but unissued shares (portepel) and will be listed on the
Indonesia Stock Exchange.
The Company plans to implement the PMHMETD, subject to the terms and conditions as disclosed in
this Information Disclosure, after (i) obtaining approval from the Extraordinary General Meeting of
Shareholders (“EGMS”) to be held on 16 April 2026; (ii) submitting a registration statement to the
Financial Services Authority (Otoritas Jasa Keuangan – OJK); and (iii) such registration statement
having been declared effective by the OJK.
III. DESCRIPTION OF THE PROPOSED PMHMETD
A. NUMBER OF SHARES TO BE ISSUED UNDER PMHMETD
The Company intends to undertake the PMHMETD of up to a maximum of 1,390,000,000 (one
billion three hundred ninety million) new registered shares with a nominal value of Rp50 (fifty
Rupiah) per share.
The shares to be offered to the Shareholders in the PMHMETD shall entirely constitute new shares
issued from the Company’s authorized but unissued shares (portepel) and shall have equal rights
with the other shares of the Company that have been issued by the Company prior to the
PMHMETD.
In addition to obtaining the approval of the GMS as referred to in POJK No. 14/POJK.04/2019, the
implementation of the PMHMETD will be carried out and offered subject to such terms and
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conditions and at a price determined in accordance with the prevailing laws and regulations,
including the regulations in the capital market sector.
B. ESTIMATED PERIOD FOR THE IMPLEMENTATION OF THE CAPITAL INCREASE
The estimated period for the implementation of the capital increase will be carried out in
accordance with the provisions of POJK No. 32/POJK.04/2015, whereby pursuant to Article 8
paragraph (3) of POJK No. 32/POJK.04/2015, the period between the date of approval of the
EGMS and the effective date of the registration statement shall not exceed 12 (twelve) months.
The indicative timetable for the PMHMETD will be disclosed concurrently with the submission of
the registration statement in connection with the PMHMETD to the Financial Services Authority
(Otoritas Jasa Keuangan).
C. ANALYSIS OF THE IMPACT OF THE CAPITAL INCREASE ON THE COMPANY’S FINANCIAL
CONDITION AND SHAREHOLDERS
The capital increase resulting from the PMHMETD will strengthen the Company’s capital structure
and support the development and expansion of the Company’s business activities. The increase
in the Company’s capital in the long term is expected to enhance the Company’s business
competitiveness and increase the return on investment value for the Company’s shareholders.
If any of the Company’s shareholders do not exercise their rights to subscribe for the new shares
offered in this PMHMETD, such shareholders may experience dilution of their shareholding of up
to a maximum of 14.23% (fourteen point two three percent).
D. ESTIMATED PLAN FOR THE USE OF PROCEEDS
All proceeds obtained from the PMHMETD, after deducting the issuance costs that are the
responsibility of the Company, will be utilized to support the development and expansion of the
Company’s business activities, particularly in the waste management, renewable energy, and
electric vehicle sectors.
The final information regarding the use of proceeds will be disclosed in the prospectus to be issued
in connection with the PMHMETD, which will be made available in accordance with the prevailing
laws and regulations.
IV. GENERAL MEETING OF SHAREHOLDERS
The EGMS in relation to the PMHMETD will be conducted with the following details:
Date : April 16, 2026
Time : Will be disclosed on the EGMS Invitation date
Venue : Will be disclosed on the EGMS Invitation date
Agenda : a. Approval of the Company’s plan to increase the Company’s
capital by granting Pre-emptive Rights (Hak Memesan Efek
Terlebih Dahulu – “HMETD”) to the Company’s shareholders
through a Limited Public Offering with HMETD in accordance
with the provisions of Financial Services Authority Regulation
No. 32/POJK.04/2015 concerning Capital Increase of Public
Companies with Pre-emptive Rights, as amended by Financial
Services Authority Regulation No. 14/POJK.04/2019 (the
“Limited Public Offering”).
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b. Approval of the amendment to Article 4 of the Company’s
Articles of Association in connection with the plan referred to in
item a above, including the delegation of authority to the Board
of Directors, with the approval of the Board of Commissioners,
to implement the adjustment to the Company’s issued and
paid-up capital.
c. Approval of the granting of authority to the Board of Directors
of the Company to undertake any and all actions necessary for
the implementation of the plan referred to in item a above.
Attendance and Voting : Pursuant to Article 86 of the Company Law in conjunction with
Quorum Article 41 of POJK No. 15/POJK.04/2020:
1. The GMS may be convened if it is attended by shareholders
representing more than 1/2 (one-half) of the total number of
shares with valid voting rights, either present or represented at
the meeting. A resolution of the GMS as referred to above shall
be valid if it is approved by more than 1/2 (one-half) of the total
number of shares with valid voting rights present at the GMS.
2. In the event that the quorum referred to in item 1 is not
achieved, a second GMS may be convened if the meeting is
attended by shareholders representing more than 1/3 (one-
third) of the total number of shares with valid voting rights,
either present or represented. A resolution of the second GMS
shall be valid if it is approved by more than 1/2 (one-half) of the
total number of shares with valid voting rights present at the
GMS.
3. In the event that the quorum of attendance at the second GMS
as referred to in item 2 is not achieved, a third GMS may be
convened, provided that such third GMS shall be valid and
entitled to adopt resolutions if it is attended by shareholders
representing shares with valid voting rights in accordance with
the quorum of attendance and quorum for resolutions
determined by the Financial Services Authority upon the
application of the Company.
The following is the timetable for the convening of the Extraordinary General Meeting of Shareholders.
Submission of the EGMS Plan to OJK : March 3, 2026
Announcement and Disclsoure of Information : March 10, 2026
Invitation : March 25, 2026
EGMS : April 16, 2026
Announcement of the Minutes of EGMS : April 20, 2026
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V. ADDITIONAL INFORMATION
To obtain further information, the Shareholders of the Company may submit their inquiries to the
Corporate Secretary of the Company during the Company’s business days and business hours at the
Company’s head office at the following address:
PT TBS Energi Utama Tbk
Treasury Tower Level 33, SCBD Lot.28,
Jl. Jend. Sudirman Kav.52-53, Jakarta Selatan 12190, Indonesia
Email : corsec@thisistbs.com
This Information Disclosure has been prepared and addressed to the shareholders of the Company.
Jakarta, March 10, 2026
PT TBS Energi Utama Tbk
Board of Director of the Company
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FINANCIAL SERVICES AUTHORITY
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PT Kustodian Sentral Efek Indonesia
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PT Datindo Entrycom.
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PMHMETD
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32/2015
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14/2019
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Indonesia Stock Exchange
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