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20260929_AADI_Transaksi Material Tanpa Persetujuan RUPS_32161672_lamp2.pdf
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INFORMATION DISCLOSURE TO THE SHAREHOLDERS
ON A MATERIAL TRANSACTION
PT ADARO ANDALAN INDONESIA TBK (“THE COMPANY”)
This Information Disclosure to the Shareholders on the Company’s Material Transaction (hereinafter
referred to as the “Information Disclosure”) is made in order to provide information to all shareholders of
the Company in connection with the completion of the sale of all of the shares and warrants owned by
Adaro Capital Limited (“ACL”) in Kestrel Coal Group Pty Ltd (“Kestrel”) to Yancoal Australia Limited
(“Yancoal”), which is a non-affiliated third party purchaser (“Transaction”), subject to the terms and
conditions of the Sale and Purchase Agreement dated 14 April 2026. The Company made an information
disclosure on the Company’s website and the website of the Indonesia Stock Exchange by way of letter
No. AAI/018/IV-26/corsec dated 14 April 2026 regarding the Disclosure on Material Information or Facts in
connection with the Sale and Purchase Agreement (“Disclosure of Material Information or Facts dated
14 April 2026”). For matters disclosed in the Disclosure of Material Information or Facts dated 14 April
2026 that are not restated in this Information Disclosure, reference shall be made to the Disclosure of
Material Information or Facts dated 14 April 2026.
The Transaction constitutes a Material Transaction as regulated under Financial Services Authority (“OJK”)
Regulation No. 17/POJK.04/2020 on Material Transactions and Changes in Business Activities (“POJK
17/2020”). The Transaction does not constitute an Affiliated-Party Transaction or a Conflict of Interest
Transaction, as regulated under OJK Regulation No. 42/POJK.04/2020 on Affiliated Party Transactions
and Conflict of Interest Transactions (“POJK 42/2020”). The Transaction does not have the potential to
disrupt the business continuity of the Company.
THE COMPANY’S BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS, EITHER SEVERALLY
OR JOINTLY, ARE FULLY RESPONSIBLE FOR THE ACCURACY OF THIS INFORMATION
DISCLOSURE AND OF ANY AMENDMENT AND/OR ADDITION TO THIS INFORMATION DISCLOSURE,
IF ANY.
THE COMPANY’S BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS HEREBY
DECLARE THE COMPLETENESS OF THE INFORMATION AS DISCLOSED IN THIS INFORMATION
DISCLOSURE AND, AFTER A DUE AND CAREFUL EXAMINATION, AFFIRM THAT ALL MATERIAL
INFORMATION CONTAINED IN THIS INFORMATION DISCLOSURE IS TRUE, AND THAT THERE
ARE NO IMPORTANT MATERIAL AND RELEVANT FACTS THAT HAVE NOT BEEN DISCLOSED
OR THAT HAVE BEEN OMITTED SO AS TO CAUSE THE INFORMATION PROVIDED IN THIS
INFORMATION DISCLOSURE TO BE UNTRUE AND/OR MISLEADING.
THE COMPANY’S BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS DECLARE THAT
THIS TRANSACTION DOES NOT CONTAIN ANY CONFLICT OF INTEREST.
PT Adaro Andalan Indonesia Tbk
Business Activities:
Holding-company activities (for subsidiaries operating in coal mining, mining services, management
consultancy, water resources management, power generation, and specialized freight
transportation), other management consultancy activities, in addition to operating in the sectors of oil
palm plantation, and rubber and other latex-producing crops plantation.
Head Office:
Cyber 2 Tower Lantai 26
Jl. H.R. Rasuna Said Blok X-5, No.13
Jakarta 12950 – Indonesia
E-mail: corsec@adaroindonesia.com
Website: www.adaroindonesia.com
This Information Disclosure is issued in Jakarta on 1 October 2026
Page 2
DEFINITIONS
ACL Adaro Capital Limited, a Controlled Company of the Company which carries
out the Transaction.
Affiliation Has the meaning as set out in Article 1 point 1 of Law No. 8 of 1995 on the
Capital Market, as last amended by Law No. 4 of 2026 on the Amendment
to Law No. 4 of 2023 on the Development and Strengthening of the
Financial Sector juncto Article 1 point 1 of POJK 42/2020.
US$ United States dollar.
Board of Commissioners The Company’s Board of Commissioners holding office as at the date on
which this Information Disclosure is issued.
Board of Directors The Company’s Board of Directors holding office as at the date on which
this Information Disclosure is issued.
Kestrel Kestrel Coal Group Pty Ltd.
KJPP or Independent The Office of Public Appraisal Services of Desmar, Susanto, Salman dan
Appraiser Rekan, an independent appraiser registered with the OJK, which has been
appointed by the Company to issue the Appraiser’s Reports as described
in this Information Disclosure.
Kestrel’s Financial The Consolidated Financial Statements of Kestrel as of 30 June 2026 and
Statements for the six-month period ended 30 June 2026, which have been audited by
Australian Public Accounting Firm PricewaterhouseCoopers.
Company’s Financial The Consolidated Financial Statements of the Company as of 30 June 2026
Statements and for the six-month period ended 30 June 2026, which have been subject
to a limited review by the Public Accounting Firm of Rintis, Jumadi, Rianto
& Rekan.
Appraiser’s Reports Has the meaning as described in Section I of this Information Disclosure.
Transaction Value Has the meaning as described in Section II of this Information Disclosure.
Transaction Object Has the meaning as described in Section II of this Information Disclosure.
OJK The Financial Services Authority (Otoritas Jasa Keuangan) of the Republic
of Indonesia.
Sellers ACL, together with the other selling parties which are not affiliated with the
Company and ACL.
Controlled Company Has the meaning as set out in Article 1 point 3 of POJK 17/2020.
POJK 17/2020 OJK Regulation No. 17/POJK.04/2020 on Material Transactions and
Changes in Business Activities.
POJK 42/2020 OJK Regulation No. 42/POJK.04/2020 on Affiliated Party Transactions and
Conflict of Interest Transactions.
SPA Sale and Purchase Agreement between the Sellers and Yancoal dated 14
April 2026, in respect of the signing of which an information disclosure was
made pursuant to the Disclosure of Material Information or Facts dated 14
April 2026.
Transaction The sale of all of the shares and warrants owned by ACL in Kestrel to
Yancoal, as described in Section II of this Information Disclosure.
Affiliated-Party Has the meaning as set out in Article 1 point 3 of POJK 42/2020.
Transaction
Conflict of Interest Has the meaning as set out in Article 1 point 5 of POJK 42/2020.
Transaction
Material Transaction Has the meaning as set out in Article 1 point 1 of POJK 17/2020.
Page 3
Yancoal Yancoal Australia Limited (ACN 111 859 119), which is the purchaser of all
the shares and warrants in Kestrel under the terms and conditions of the
SPA.
Page 4
I. INTRODUCTION
Referring to the Disclosure of Material Information or Facts dated 14 April 2026, the Company announces
this Information Disclosure in order to inform the Company’s Shareholders and stakeholders that ACL,
which is a Controlled Company of the Company, together with the other non-affiliated selling parties and
Yancoal, have satisfied all of the conditions precedent agreed between the Sellers and Yancoal under
the SPA. ACL completed the transfer of ownership over all of its shares and warrants in Kestrel to
Yancoal on 1 October 2026, Melbourne time (“Transaction Date”).
This Information Disclosure is made in order to comply with the provisions of Article 3 paragraph (2) letter
a jo. Article 6 paragraph (1) letter b of POJK 17/2020, given that the Transaction constitutes a Material
Transaction, since the Transaction Value is more than 20% (twenty percent) of the Company’s equity
but less than 50% (fifty percent) of the Company’s equity. The details of the Transaction Value are as
described in Section II of this Information Disclosure.
The Company has appointed the KJPP or Independent Appraiser registered as a capital market
supporting profession with the OJK to carry out a valuation of 100% of the equity of Kestrel, which
includes the Transaction Object, in accordance with its report No. 00080/2.0142-
00/BS/02/0177/1/IX/2026 dated 18 September 2026 regarding opinion on market value of 100% equity
of Kestrel (“Equity Valuation Report”), as well as to provide an opinion on the fairness of the Transaction
in accordance with its report No. 00083/2.0142-00/BS/02/0177/1/IX/2026 dated 25 September 2026
regarding the fairness opinion on the proposed Transaction (“Fairness Opinion Report”) (the Equity
Valuation Report and the Fairness Opinion Report are collectively referred to as the “Appraiser’s
Reports”).
The Transaction does not constitute an Affiliated-Party Transaction and does not constitute a Conflict of
Interest Transaction, as regulated under POJK 42/2020. The Transaction does not have the potential to
disrupt the business continuity of the Company.
II. BRIEF DESCRIPTION OF THE TRANSACTION AND THE EFFECT OF THE TRANSACTION ON THE
COMPANY’S FINANCIAL CONDITION
A. DESCRIPTION OF THE TRANSACTION
i. Rationale, Background and Benefits of the Transaction
The rationale, background and benefits of the Transaction are to support the development of
the Company’s group business in Indonesia, payment of dividends, and strengthen the capital
structure through the partial repayment of the Company’s group loans.
ii. Brief Description of the Transaction
Transaction Object
As agreed by all of the parties under the SPA, the Sellers are selling all of the shares owned by
the Sellers in Kestrel to Yancoal, including the warrants owned by the Sellers.
For the purposes of this Information Disclosure, the Transaction Object is all of the shares
owned by ACL in Kestrel, amounting to 720,385,220 (seven hundred and twenty million three
hundred and eighty-five thousand two hundred and twenty) fully paid-up ordinary shares in the
capital of Kestrel or equivalent to 47.99% (forty-seven point nine nine percent) and all of the
warrants owned by ACL (“Transaction Object”).
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Information on Kestrel
Kestrel is a private limited company established under the laws of Australia on 26 February
2018. Kestrel indirectly owns 100% (one hundred percent) of the shares in Kestrel Coal
Resources Pty Ltd (“KCR”), and KCR holds an 80% (eighty percent) interest in the joint venture
which owns and operates the Kestrel coal mine, an underground longwall metallurgical coal
mine located in the Bowen Basin of central Queensland, Australia.
Kestrel’s domicile and head office are located in Brisbane, Queensland, Australia. Kestrel’s line
of business is holding company activities, while KCR is engaged in metallurgical coal mining.
Prior to the Transaction Date, Kestrel was a joint venture company, 47.99% of the shares in
which were directly owned by ACL.
Following the Transaction Date, the shareholding composition of Kestrel is as follows:
Nominal Value of Percentage
Name of Shareholder Number of Shares
Shares (US$) (%)
Yancoal 1,501,098,267 1,209,431,600 100.00
Total 1,501,098,267 1,209,431,600 100.00
Set out below is a summary of the audited Kestrel’s financial statements as of 30 June 2026
and 31 December 2025 and for the period/year ended 30 June 2026 and 31 December 2025:
in thousands of United States dollars
Statement of Financial Position 30 June 2026 31 December 2025
Assets
Current assets 331,610 330,889
Non-current assets 1,906,093 1,928,846
Total Assets 2,237,703 2,259,735
Liabilities and Equity
Liabilities
Current liabilities 108,166 134,007
Non-current liabilities 597,802 620,869
Total Liabilities 705,968 754,876
Equity
Share capital 1,184,432 1,184,432
Retained earnings 347,303 320,427
Total Equity 1,531,735 1,504,859
Total Liabilities and Equity 2,237,703 2,259,735
in thousands of United States dollars
Statement of Profit or Loss and Other
30 June 2026 31 December 2025
Comprehensive Income
Revenue 410,488 623,054
Profit before income tax 34,371 25,836
Profit for the period/year 26,876 24,379
Total comprehensive income for the
26,876 24,379
period/year, net of tax
Page 6
Transaction Date
The Transaction Date is 1 October 2026 Melbourne time, as explained in Section I of this
Information Disclosure.
Transaction Value
The Transaction Value is as disclosed in the Disclosure of Material Information or Facts dated
14 April 2026. The Transaction Value consists of an upfront cash consideration (the value of the
sale of the Transaction Object) and the contingent cash consideration, with the amount to be
received by ACL to be calculated on the basis of ACL’s proportionate ownership in Kestrel. The
total sale value of the Transaction Object received by ACL amounts to US$ 814.12 million and
is subject to adjustment based on the terms and conditions in the SPA and is the value before
deduction of taxes. Meanwhile, the total sale value of the Transaction Object after deduction of
taxes amounts to US$ 734.83 million.
Under the SPA and as agreed between the parties, the Sellers, including ACL, may receive
contingent cash consideration of up to a maximum aggregate of US$ 550 million which will be
paid annually over a period of five years from the completion date of the Transaction, provided
that, for each year, such payment shall only be made if the average published daily price for the
Platts Premium Low Vol Hard Coking Coal FOB Australia index (PLVHA00) in the assessment
year exceeds a certain threshold. The value of the contingent cash consideration to be received
by ACL will be calculated on the basis of ACL’s proportionate ownership in Kestrel.
The Transaction Value satisfies the materiality threshold as referred to in Article 3 paragraph
(2) letter a of POJK 17/2020, namely that the Transaction Value exceeds 20% of the Company’s
equity but does not exceed 50% (fifty percent) of the Company’s equity. Accordingly, the
Transaction constitutes a Material Transaction, and the Company is required to comply with the
provisions of Article 6 paragraph (1) letters a to c of POJK 17/2020. However, since the
materiality threshold percentage does not exceed 50%, the Company is not required to first
obtain the approval of the General Meeting of Shareholders (GMS) of the Company as referred
to in Article 6 paragraph (1) letter d of POJK 17/2020.
iii. Parties Involved in the Transaction
1. ACL
Brief History
ACL is a private limited company established under the laws of the Federal Territory of
Labuan, Malaysia, on 25 July 2017.
ACL is a Controlled Company of the Company, in which the Company indirectly owns
90.00% of the shares.
ACL’s domicile and head office are located in Labuan, Malaysia.
ACL’s line of business is investment holding.
Shareholding Composition
The shareholding composition of ACL as at the date of this Information Disclosure is as
follows:
Number of Nominal Value of Shares Percentage
Name of Shareholder
Shares (US$) (%)
Adaro International
667,800,000 667,800,000 100.00
(Singapore) Pte Ltd
Total 667,800,000 667,800,000 100.00
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Management and Supervision
The composition of the Board of Directors of ACL as at the date of this Information
Disclosure is as follows:
Board of Directors
Director : Julius Aslan, Lie Luckman, Susanti, Chia Ah-Hoo
Board of Commissioners
Under Malaysian company law, a Board of Commissioners is not a recognized corporate
organ.
2. Yancoal
Brief History
Yancoal is a public limited company established under the laws of Australia on 18
November 2004.
Yancoal’s domicile and head office are located in Sydney, Australia.
Yancoal’s line of business is thermal and metallurgical coal mining.
Shareholding Composition
The shareholding composition of Yancoal as at the date of this Information Disclosure is
as follows:
Name of Shareholder Number of Shares Percentage (%)
Yankuang Energy Group Company 822,157,715 62.26%
Limited
Cinda International HGB Investment 92,343,745 6.99%
(UK) Limited
Others (each < 5.00%) 405,937,977 30.75%
Total 1,320,439,437 100.00%
Management and Supervision
The composition of the Board of Directors and Board of Commissioners of Yancoal as at
the date of this Information Disclosure is as follows:
Board of Directors
Director : Gang Ru, Ning Yue, Gregory Fletcher, Jiuhong Wang,
Xiaolong Huang, Zhiguo Zhao, Ping Nie, Debra Anne
Bakker, Peter Andrew Smith
Board of Commissioners
Under Australian company law, a Board of Commissioners is not a recognized corporate
organ.
Page 8
B. EFFECT OF THE TRANSACTION ON THE COMPANY’S FINANCIAL CONDITION (PRO FORMA)
Set out below is the Company’s financial condition (pro forma) as a result of the implementation of
the Transaction. The Company’s consolidated financial information is derived from the Company’s
Financial Statements:
in thousands of United States dollars
Statement of Financial Limited Review
Adjustments Pro forma
Position 30 June 2026
Assets
Current assets 3,012,733 (886) 3,011,847
Non-current assets 3,308,745 - 3,308,745
Total Assets 6,321,478 (886) 6,320,592
Liabilities and Equity
Liabilities
Current liabilities 1,161,929 - 1,161,929
Non-current liabilities 1,225,270 - 1,225,270
Total Liabilities 2,387,199 - 2,387,199
Equity
Total equity attributable 3,588,108 (798) 3,587,310
to owners of the parent
entity
Non-controlling interests 346,171 (88) 346,083
Total Equity 3,934,279 (886) 3,933,393
Total Liabilities and 6,321,478 (886) 6,320,592
Equity
in thousands of United States dollars
Limited Review
Statement of Profit or
For the six-month
Loss and Other Adjustments Pro forma
period ended
Comprehensive Income
30 June 2026
Revenue 2,546,596 - 2,546,596
Cost of revenue (1,763,894) - (1,763,894)
Gross profit 782,702 - 782,702
Operating profit 666,544 78,408 744,952
Profit before income tax 664,664 78,408 743,072
Profit for the period 524,432 (886) 523,546
III. SUMMARY OF KESTREL’S EQUITY VALUATION REPORT
Set out below is a summary of the Equity Valuation Report on 100% of the equity of Kestrel as presented
in report No. 00080/2.0142-00/BS/02/0177/1/IX/2026 dated 18 September 2026:
i. Identity of the Parties
The parties to the transaction are the Sellers and Yancoal.
ii. Object of the Valuation
The object of the valuation is 100% of the equity of Kestrel.
iii. Purpose and Objective of the Valuation
The purpose and objective of the valuation is to provide an opinion on the market value of 100% of
the equity of Kestrel as of 30 June 2026 for the purposes of the transaction to be undertaken by the
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Company and compliance with POJK 17/2020.
iv. Assumptions and Limiting Conditions
1. The Equity Valuation Report constitute a non-disclaimer opinion.
2. The Independent Appraiser has carried out a review of the documents used in the valuation
process.
3. The data and information obtained originate from sources whose accuracy can be relied upon.
4. The Independent Appraiser has used financial projections prepared by management, which have
been reviewed and assessed for reasonableness by the Independent Appraiser, taking into
account their achievability (fiduciary duty).
5. The Independent Appraiser is responsible for performing the valuation and for the
reasonableness of the adjusted financial projections.
6. The Equity Valuation Report is open to the public, except for confidential information that may
affect the company's operations.
7. The Independent Appraiser is responsible for the report and the value conclusion.
8. The Independent Appraiser has obtained information on the legal status of the valuation object
from the assignor.
9. Values are stated in US$ and/or its equivalent at the request of the assignor.
10. All disputes, whether in the form of criminal or civil proceedings (whether in or out of court),
relating to the object of the valuation are not the responsibility of the Independent Appraiser.
11. The Independent Appraiser wishes to emphasize that the results of its review and analysis, as
well as its responsibility, are specifically limited to the value of the object of the valuation,
excluding taxation and legal aspects, as these are outside the scope of the Independent
Appraiser’s engagement.
12. Any changes made by the government or by private parties relating to the condition of the object
of the valuation, in this case market conditions and the like, are not the responsibility of the
Independent Appraiser.
13. This Equity Valuation Report constitutes one item of information to be used as a basis of
consideration in making a decision but is not binding and may not be used as the determining
basis for any decision having legal consequences, since this report is made solely on the basis
of the discipline and the capabilities possessed by the Independent Appraiser.
14. This Equity Valuation Report shall not be valid and shall not be legally effective without the
signature of the licensed appraiser together with the official corporate seal of Independent
Appraiser.
15. The Equity Valuation Report is made and addressed solely to the assignor, in accordance with
the purpose and objective disclosed in the Equity Valuation Report. Apart from the purposes and
objectives stated in the Equity Valuation Report, the Independent Appraiser shall not be
responsible if the report is used for any other purpose.
v. Valuation Approaches and Methods
The valuation procedures were carried out by applying generally accepted business valuation
approaches and methods in accordance with KEPI & SPI, Edition VII–2018, and Financial Services
Authority Regulation No. 35/POJK.04/2020 on Business Valuation and the Presentation of Business
Page 10
Valuation Reports in the Capital Market. There are three commonly used approaches to business
valuation, namely:
a. Asset approach.
b. Market approach.
c. Income approach.
vi. Value Conclusion
Based on its calculations, the Independent Appraiser is of the opinion that the market value of 100%
of the equity of Kestrel as of 30 June 2026, using the asset approach through the Adjusted Book
Value (ABV) method, after rounding, is US$1,624,946,000 (One Billion Six Hundred Twenty Four
Million Nine Hundred Forty Six Thousand United States Dollar).
IV. SUMMARY OF THE FAIRNESS OPINION REPORT
Set out below is a summary of the Fairness Opinion Report on the proposed Transaction as presented
in its report No. 00083/2.0142-00/BS/02/0177/1/IX/2026 dated 25 September 2026:
i. Identity of the Parties
The parties to the transaction are ACL and Yancoal.
ii. Transaction Object for the Fairness Opinion
The Object of the proposed Transaction is all of the shares owned by ACL in Kestrel, amounting to
720,385,220 (seven hundred and twenty million three hundred and eighty-five thousand two hundred
and twenty) fully paid-up ordinary shares in the capital of Kestrel, or equivalent to 47.99% (forty-
seven point nine nine percent), and all of the warrants owned by ACL in Kestrel.
iii. Purpose and Objective of the Fairness Opinion
The purpose and objective of providing the fairness opinion is to comply with POJK 17/2020.
iv. Assumptions and Limiting Conditions
1. The Fairness Opinion Report constitutes a non-disclaimer opinion.
2. All data, statements and information received by the Independent Appraiser from management,
as well as data or information available to the public, in particular concerning economic and
industry data, are deemed to be true and to have been obtained from sources whose accuracy
can be relied upon.
3. The Independent Appraiser has carried out a review of the documents used in the fairness
opinion process.
4. The Independent Appraiser has obtained information and clarification on the legal status of the
valuation object from the assignor.
5. The Fairness Opinion Report was prepared using financial projections prepared by
management, which the Independent Appraiser has reviewed to obtain assurance on their
reasonableness. In the Independent Appraiser's opinion, the reviewed financial projections are
reasonable, however, the Independent Appraiser is not responsible for their achievability.
6. The Fairness Opinion Report is intended to serve the interests of the capital market and
compliance with OJK regulations, and not for taxation purposes or any other purposes outside
the interests of the capital market.
7. The Fairness Opinion Report is open to the public, except for confidential information that may
Page 11
have a material impact on the company's operations.
8. In carrying out its analysis, the Independent Appraiser has assumed and relied upon the
accuracy, reliability and completeness of all financial information and other information provided
to the Independent Appraiser by the Company or which is publicly available, which in essence is
true, complete and not misleading, and the Independent Appraiser is not responsible for carrying
out an independent verification of such information. The Independent Appraiser has also relied
upon the assurance of the Company’s management that they are not aware of any facts which
would cause the information provided to the Independent Appraiser to be incomplete or
misleading.
9. The Independent Appraiser assumes that, from the date of issuance of the fairness opinion up
to the date on which the proposed corporate action takes place, there has been no change of
any kind which materially affects the assumptions used in the preparation of this fairness opinion.
The Independent Appraiser is not responsible for reaffirming, supplementing or updating the
Independent Appraiser’s opinion by reason of any change in assumptions and conditions, or of
any events occurring after the date of the Fairness Opinion Report letter.
10. All disputes, whether in the form of criminal or civil proceedings (whether in or out of court),
relating to the object of the valuation are not the responsibility of the Independent Appraiser.
11. Any changes made by the government or by private parties relating to the condition of the object
of the valuation, in this case market conditions and the like, are not the responsibility of the
Independent Appraiser.
12. The Fairness Opinion Report constitutes one item of information to be used as a basis of
consideration in making a decision but is not binding and may not be used as the determining
basis for any decision having legal consequences, since the Fairness Opinion Report is made
solely on the basis of the discipline and the capabilities possessed by the Independent Appraiser.
13. Values are stated in US$ and/or its equivalent at the request of the assignor.
14. The Independent Appraiser is responsible for issuing the Fairness Opinion Report and for the
opinion conclusion presented, based on the agreed limitations and scope of the assignment.
15. The Fairness Opinion Report shall not be valid and shall not be legally effective without the
signature of the licensed appraiser together with the official corporate seal of the Independent
Appraiser.
16. The Fairness Opinion Report is made and addressed solely to the assignor, in accordance with
the purpose and objective disclosed in the Fairness Opinion Report.
v. Valuation Approaches and Methods
In preparing the Fairness Opinion Report on the proposed Transaction, the Independent Appraiser
has carried out an analysis through valuation approaches and procedures covering the following
matters:
a. Analysis of the proposed Transaction.
b. Qualitative and quantitative analysis of the proposed Transaction.
c. Analysis on the fairness of the proposed Transaction.
vi. Fairness Opinion on the proposed Transaction
Based on the results of the review and analysis of all relevant aspects undertaken to determine the
positive impact, both qualitatively and quantitatively, of the proposed Transaction, the Independent
Appraiser is of the opinion that the proposed Transaction is fair.
Page 12
V. BOARD OF COMMISSIONERS’ & BOARD OF DIRECTORS’ STATEMENT
1. The Company’s Board of Commissioners and Board of Directors declare that the Transaction does
not constitute: (i) an Affiliated-Party Transaction; and (ii) Conflict of Interest Transaction, as referred
to in POJK 42/2020.
2. The Company’s Board of Commissioners and Board of Directors have carefully studied all of the
information available in connection with the Transaction as described in this Information Disclosure,
and all material information in connection with the Transaction has been disclosed in this
Information Disclosure and such material information is true and not misleading. Furthermore, the
Company’s Board of Commissioners and Board of Directors declare that they are fully responsible
for the accuracy of all of the information contained in this Information Disclosure.
VI. ADDITIONAL INFORMATION
Shareholders of the Company requiring further information on the Material Transaction described in this
Information Disclosure are requested to contact:
PT Adaro Andalan Indonesia Tbk
Cyber 2 Tower Lantai 26
Jl. H.R. Rasuna Said Blok X-5, No.13
Jakarta 12950 – Indonesia
Telephone: (021) 2553 3065 Facsimile : (021) 2553 3066
www.adaroindonesia.com
Attn. Corporate Secretary
Email: corsec@adaroindonesia.com
*This Information Disclosure is made in an Indonesian language version and an English language version.
In the event of any discrepancy between the Indonesian language version and the English language
version, the Indonesian language version shall prevail.
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