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DISCLOSURE OF INFORMATION TO THE SHAREHOLDERS OF
PT GARUDA INDONESIA (PERSERO) TBK IN CONNECTION WITH THE PROPOSED CAPITAL
INCREASE WITH PRE-EMPTIVE RIGHTS III
(“DISCLOSURE OF INFORMATION”)
THE INFORMATION CONTAINED IN THIS DISCLOSURE OF INFORMATION IS IMPORTANT TO BE READ AND
TAKEN INTO ACCOUNT BY THE SHAREHOLDERS OF PT GARUDA INDONESIA (PERSERO) Tbk.
THIS DISCLOSURE OF INFORMATION HAS BEEN PREPARED IN ORDER TO COMPLY WITH THE FINANCIAL
SERVICES AUTHORITY REGULATION NO. 32/POJK.04/2015 ON CAPITAL INCREASE OF PUBLIC COMPANIES
WITH PRE-EMPTIVE RIGHTS AS AMENDED BY THE REGULATION OF THE FINANCIAL SERVICES AUTHORITY
NO. 14/POJK.04/2019 ON THE AMENDMENT TO THE FINANCIAL SERVICES AUTHORITY REGULATION NO.
32/POJK.04/2015 ON CAPITAL INCREASE OF PUBLIC COMPANIES WITH PRE-EMPTIVE RIGHTS.
IF YOU HAVE DIFFICULTIES IN UNDERSTANDING THE INFORMATION CONTAINED IN THIS DISCLOSURE OF
INFORMATION, YOU ARE ADVISED TO CONSULT WITH YOUR SECURITIES BROKER-DEALER, INVESTMENT
MANAGER, LEGAL ADVISOR, PUBLIC ACCOUNTANT, FINANCIAL ADVISOR OR OTHER PROFESSIONAL
ADVISORS.
PT GARUDA INDONESIA (PERSERO) Tbk
Business Activity:
Commercial Air Transportation Services
Domiciled in Central Jakarta, Indonesia
Head Office Management Office
Garuda Indonesia Building Garuda Indonesia Building
Jl. Kebon Sirih No. 46A Garuda City, Soekarno-Hatta
Jakarta - 10110, Indonesia International Airport
Tangerang – 15111, Indonesia
Tel.: 6221 25601935
Website: http://www.garuda-indonesia.com
E-mail: corporate.secretary@garuda-indonesia.com
This Disclosure of Information is issued in Jakarta, 30 September 2026
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DEFINITIONS
“Affiliate” : 1. A family relationship by marriage up to the second degree,
whether horizontally or vertically, namely the relationship of a
person with:
a. a husband or wife;
b. the parents of a husband or wife and the husband or wife of
a child;
c. the grandparents of a husband or wife and the husband or
wife of a grandchild;
d. the siblings of a husband or wife together with the husband
or wife of the relevant sibling; or
e. the husband or wife of the siblings of the relevant person;
2. a family relationship by descent up to the second degree,
whether horizontally or vertically, namely the relationship of a
person with:
a. the parents and children;
b. the grandparents and grandchildren; or
c. the siblings of the relevant person;
3. the relationship between a party and the employees, directors,
or commissioners of such party;
4. the relationship between 2 (two) or more companies in which
there are 1 (one) or more members of the Board of Directors,
management, Board of Commissioners, or supervisors in
common;
5. the relationship between a company and a party which, whether
directly or indirectly, in any manner whatsoever, controls or is
controlled by such company or party in determining the
management and/or policies of the company or party concerned;
6. the relationship between 2 (two) or more companies which are
controlled, whether directly or indirectly, in determining the
management and/or policies of the companies by the same
party; or
7. the relationship between a company and its principal
shareholder, namely a party that directly or indirectly owns at
least 20% (twenty percent) of the voting shares of such company,
as defined in the P2SK Law.
“API” : PT Angkasa Pura Indonesia.
“BAE” : Share Registrar.
“IDX” : Indonesia Stock Exchange.
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“BNRI” : State Gazette of the Republic of Indonesia (Berita Negara Republik
Indonesia).
“SOE” : State-Owned Enterprise (Badan Usaha Milik Negara).
“DAM” : PT Danantara Asset Management.
“Board of : The organ of a company in charge of conducting general and/or
Commissioners” specific supervision in accordance with the company’s articles of
association and of providing advice to the Board of Directors.
“Board of Directors” : The organ of a company that is authorized and fully responsible for
the management of the company for the interests of the company, in
accordance with the purposes and objectives of the company, and
represents the company, whether in or out of court, in accordance
with the provisions of the company’s articles of association.
“DPS” : Shareholder Register (Daftar Pemegang Saham).
“GMFI” : PT Garuda Maintenance Facility Aero Asia Tbk.
“HMETD” : Pre-emptive Rights (Hak Memesan Efek Terlebih Dahulu).
“InJourney” : PT Aviasi Pariwisata Indonesia (Persero).
“KBLI” : Indonesian Standard Industrial Classification (Klasifikasi Baku
Lapangan Usaha Indonesia).
“KSEI” : PT Kustodian Sentral Efek Indonesia.
“KJPP” : Public Appraisal Services Office (Kantor Jasa Penilai Publik).
“Minister of Law” : The Minister of Law of the Republic of Indonesia (formerly the
Minister of Law and Human Rights of the Republic of Indonesia or
“MOLHR”).
“OJK” : Financial Services Authority (Otoritas Jasa Keuangan).
“Regulation I-A” : IDX Regulation No. I-A on the Listing of Shares and Equity Securities
Other Than Shares Issued by Listed Companies, Annex to the
Decree of the Board of Directors of the IDX No. Kep-00045/BEI/03-
2026 dated 31 March 2026.
“PR 13/2018” : Presidential Regulation No. 13 of 2018 on the Implementation of the
Principle of Recognizing the Beneficial Owner of Corporations in the
Framework of the Prevention and Eradication of Money Laundering
Crimes and Terrorism Financing Crimes.
“Company” : PT Garuda Indonesia (Persero) Tbk, a publicly listed limited liability
company listed on the IDX and domiciled in Jakarta.
“PMHMETD” : Capital Increase with HMETD (Penambahan Modal dengan
Memberikan HMETD).
“POJK 14/2025” : OJK Regulation No. 14 of 2025 on the Organization of the Electronic
General Meetings of Shareholders, Electronic General Meetings of
Bondholders, and Electronic General Meetings of Sukuk Holders.
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“POJK 15/2020” : OJK Regulation No. 15/POJK.04/2020 on the Planning and
Organization of General Meetings of Shareholders of Public
Companies.
“POJK 32/2015” : OJK Regulation No. 32/POJK.04/2015 on the Capital Increase of
Public Companies with HMETD, as amended by OJK Regulation No.
14/POJK.04/2019 on the Amendment to OJK Regulation No.
32/POJK.04/2015 on the Capital Increase of Public Companies with
HMETD.
“POJK 42/2020” : OJK Regulation No. 42/POJK.04/2020 on Affiliated Transactions and
Conflict of Interest Transactions.
“Proposed Inbreng” : The plan for a capital contribution in a form other than cash in the
form of the GMFI Shares, following the effective transfer of ownership
of the GMFI Shares to DAM.
“Proposed Transaction” : The Proposed PMHMETD III and the Proposed Inbreng as described
in this Disclosure of Information.
“Rupiah” or “Rp” : A reference to the lawful currency of the Republic of Indonesia,
namely the Rupiah.
“GMS” : General Meeting of Shareholders.
“EGMS” : Extraordinary GMS.
“GMFI Shares” : 82,100,173,900 (eighty-two billion one hundred million one hundred
seventy-three thousand nine hundred) Series B shares, or
representing 65.77% (sixty five point seven seven percent) of the
entire issued and paid-up capital of GMFI.
“Affiliated Transaction” : Any activity and/or transaction conducted by a public company or a
controlled company with an Affiliate of the public company or an
Affiliate of a member of the board of directors, a member of the board
of commissioners, a principal shareholder, or a controller, including
any activity and/or transaction conducted by a public company or a
controlled company for the benefit of an Affiliate of the public
company or an Affiliate of a member of the board of directors, a
member of the board of commissioners, a principal shareholder, or a
controller, as defined in POJK 42/2020.
“P2SK Law” : Law No. 4 of 2023 on the Development and Strengthening of the
Financial Sector as amended by Law No. 4 of 2026 on the
Amendment to the Law No. 4 of 2023 on the Development and
Strengthening of the Financial Sector.
INTRODUCTION
In order to follow up on the Financial Restructuring and Rehabilitation Plan of PT Garuda Indonesia
(Persero) Tbk 2025-2029 dated 4 June 2025 (the “Restructuring and Rehabilitation Plan”), which
has obtained the approval of the Minister of SOE through the Letter of the Minister of SOE No. S-
373/MBU/06/2025 dated 23 June 2025, the Company intends to carry out a further corporate action in
the form of the PMHMETD, which constitutes a follow-up to the inbreng of API’s land to GMFI.
As an implication of the implementation of the land inbreng, the Company’s ownership of GMFI shares
has been diluted, whereby API has become the majority shareholder of GMFI, although, based on API’s
Letter No. API.7469/KU.08/2025/HO-R dated 10 December 2025 regarding the Amendment and
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Restatement of the Majority Shareholder’s Undertaking in Connection with the Control over PT Garuda
Maintenance Facility AeroAsia Tbk, the Company remains the controlling shareholder of GMFI.
In accordance with the Restructuring and Rehabilitation Plan, the inbreng of API’s land constitutes the
initial stage of the series of the Company’s rehabilitation. Following the implementation of such land
inbreng, the GMFI shares owned by API will be transferred to InJourney and subsequently to DAM by
way of a distribution of dividends in a form other than cash, or a dividend in specie,while continuing to
observe the fulfilment of corporate approvals and the provisions of the prevailing laws and regulations.
Furthermore, as part of the Restructuring and Rehabilitation Plan above, the Company intends to carry
out a corporate action in the form of the PMHMETD, whereby in such corporate action, based on DAM’s
Letter No. SR.151/DI-DAM/MDONFS2/2026 dated 29 September 2026 regarding the Proposed
Contribution of Shares in PT Garuda Maintenance Facility Aero Asia Tbk in the PMHMETD of PT
Garuda Indonesia (Persero) Tbk by PT Danantara Asset Management, DAM intends to exercise the
HMETD it holds by carrying out the Proposed Inbreng. Meanwhile, other holders of HMETD may
exercise the HMETD they hold by way of cash payment in accordance with the provisions of the
PMHMETD III.
In connection with the Proposed PMHMETD III, under Article 23 of POJK 42/2020, in the event that an
Affiliated Transaction is carried out through a public offering, the Company is only required to comply
with the provisions of capital market regulations regarding public offerings. Considering that the
Proposed PMHMETD III will be carried out through a public offering, the fulfilment of the Affiliated
Transaction obligations under POJK 42/2020 is exempted, such that its implementation is subject to
the provisions of POJK 32/2015 governing the procedures for the implementation of a PMHMETD.
Furthermore, the Proposed Inbreng constitutes an Affiliated Transaction as referred to in POJK
42/2020, whereby the transaction is conducted by the Company with DAM as the principal shareholder
which is the majority shareholder of the Company. Under Article 6 paragraph (1) letter h of POJK
42/2020, the Company is not required to carry out the Affiliated Transaction procedures as referred to
in Article 3 of POJK 42/2020 and to comply with the Affiliated Transaction obligations as referred to in
Article 4 paragraph (1) of POJK 42/2020, because the Affiliated Transaction forms part of the series of
the Restructuring and Rehabilitation Plan carried out in the framework of the Company’s restructuring.
Nevertheless, the Company has still obtained a valuation report from the KJPP to conduct a valuation
of the GMFI Shares as well as a fairness assessment of the transaction of the capital contribution in a
form other than cash (inbreng) in order to comply with the provisions of POJK 32/2015.
INFORMATION CONCERNING THE COMPANY
Brief History of the Company
The Company, a publicly listed limited liability company established under the laws of the Republic of
Indonesia and domiciled in Jakarta, was established under the name Garuda Indonesian Airways N.V.
based on Deed No. 137 dated 31 March 1950, drawn up before Raden Kadiman, Notary in Jakarta,
which has obtained the approval of the Minister of Justice of the Republic of Indonesia (currently the
Minister of Law) based on Decree No. J.A.5/12/10 dated 31 March 1950, and has been announced in
BNRI No. 30 dated 12 May 1950 and Supplement No. 136 (the “Company’s Deed of Establishment”).
The Company’s articles of association have been amended several times and were most recently
amended by Deed of Statement of Meeting Resolutions No. 37 dated 20 January 2026, drawn up before
Aulia Taufani, S.H., Notary in South Jakarta, which has been notified to and received by the Minister of
Law based on the Letter of Receipt of Notification of Amendment to the Articles of Association No. AHU-
AH.01.03-0035480 dated 9 February 2026 and has been registered in the Company Register No. AHU-
0023027.AH.01.11.Tahun 2026 dated 9 February 2026 (“Deed No. 37/2026”) jo. Deed of Statement of
Meeting Resolutions No. 26 dated 3 June 2026, drawn up before Aulia Taufani, S.H., Notary in South
Jakarta, which has been notified to and received by the Minister of Law based on the Letter of Receipt
of Notification of Amendment to the Articles of Association No. AHU-AH.01.03-0162550 dated 9 June
2026 and has been registered in the Company Register No. AHU-0125026.AH.01.11.Tahun 2026 dated
9 June 2026 (“Deed No. 26/2026”).
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The Company’s Deed of Establishment, together with the Company’s articles of association as most
recently amended by Deed No. 37/2026 and Deed No. 26/2026, and all amendments thereto from time
to time, shall hereinafter be referred to as the “Company’s Articles of Association”.
Business Activities of the Company
Based on Article 3 of the Company’s Articles of Association, the purposes and objectives of the
Company are to conduct business in the field of commercial air transportation, as well as to optimize
the utilization of the resources owned by the Company to produce high-quality and highly competitive
goods and/or services in order to obtain/pursue profits so as to increase the value of the Company by
applying the principles of a limited liability company through business activities in processing industry,
information and communication, professional, scientific and technical activities, education, human
health activities (including trade), warehousing and storage, real estate and rental and leasing activities
without option rights, travel agencies, tour operators and other reservation services.
In order to achieve the purposes and objectives set out above, the Company may carry out the
following main business activities:
1. Commercial air transportation:
a. Domestic scheduled commercial air transportation for passengers or passengers and
cargo;
b. International scheduled commercial air transportation for passengers or passengers and
cargo;
c. International non-scheduled commercial air transportation for passengers or passengers
and cargo;
d. Other non-scheduled commercial air transportation;
e. Air transportation for other passengers;
f. Domestic scheduled commercial air transportation for cargo;
g. International scheduled commercial air transportation for cargo;
h. Domestic non-scheduled commercial air transportation for passengers or passengers and
cargo;
i. Domestic non-scheduled commercial air transportation for cargo;
j. Multimodal transportation;
k. Airport activities;
l. Cargo handling (loading and unloading of goods); and
m. Air transportation support services.
2. Processing Industry:
a. Repair of measuring instruments, testing instruments and navigation and control equipment;
and
b. Repair of aircraft.
3. Information and communication:
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a. Information technology activities and other computer services;
b. Other computer programming activities;
c. Activities of developing trading applications via the internet (e-commerce); and
d. Activities of portals and/or digital platforms for commercial purposes.
4. Professional, scientific and technical activities:
a. Transportation consultancy activities; and
b. Other management consultancy activities.
5. Education:
a. Non-formal education cooperation education units;
b. Other private education; and
c. Aircraft crew education and special air transportation services for aircraft crew education.
6. Human health activities (including trade):
a. Private clinic activities;
b. Other hospital activities; and
c. Retail Trade of Pharmaceutical Goods and Medicines for Humans in Pharmacies.
In addition to the main business activities referred to above, the Company may carry out
supporting/ancillary business activities in order to optimize the utilization of the resources it owns for:
1. Warehousing and Storage:
a. Warehousing and storage;
b. Cold storage activities;
c. Bonded warehousing activities or bonded zone areas;
d. Other warehousing and storage.
2. Real estate:
Self-owned or leased real estate;
3. Rental and leasing activities without option rights, travel agencies, tour operators and other
reservation services:
a. Tourism information services;
b. Travel agency activities; and
c. Rental and leasing activities without option rights of air transportation equipment.
As of the date of this Disclosure of Information, the Company conducts business in the fields of
commercial air transportation, services, education, human health activities, warehousing, real estate,
and rental and leasing activities without option rights, travel agencies and other business support
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activities. Such business activities are included among the business activities that may be carried out
by the Company under the Company’s Articles of Association.
Capital Structure and Shareholding Composition
Based on Deed No. 26/2026 and the Company’s DPS dated 31 August 2026, issued by PT Datindo
Entrycom as the Company’s Securities Administration Bureau, the capital structure and shareholding
composition of the Company are as follows:
Nominal Value of (i) Rp459 per Series A Dwiwarna
Share, (ii) Rp459 per Series B Share, (iii) Rp196
%
Description per Series C Share, (iv) Rp75 per Series D Share
Total Nominal Value
Number of Shares
(in Rupiah)
Authorized Capital
Series A Dwiwarna 3.746.490.444 1.719.639.113.796 -
Series B 22.140.085.810 10.162.299.386.790 -
Series C 181.866.405.621 35.645.815.501.716
Series D 699.629.946.636 52.472.245.997.700
Total Authorized Capital 907.382.928.511 100.000.000.000.002 -
Issued and Fully Paid-up Capital
Series A Dwiwarna
The Republic of Indonesia through 3.746.490.444 1.719.639.113.796 0,920
the SOE Regulatory Agency of the
Republic of Indonesia
Series B
1. PT Danantara Asset Management 11.924.287.177 5.473.247.814.243 2,929
2. Public with ownership of less than 10.215.798.633 4.689.051.572.547 2,510
5%
Series C
1. PT Danantara Asset Management 43.367.346.782 8.499.999.969.272 10,653
2. Public with ownership of less than 22.226.860.801 4.356.464.716.996 5,460
5%
Series D
PT Danantara Asset Management 315.610.920.000 23.670.819.000.000 77,528
Total Issued and Fully Paid-up Capital
Series A Dwiwarna 3.746.490.444 1.719.639.113.796 0,920
Series B 22.140.085.810 10.162.299.386.790 5,439
Series C 65.594.207.583 12.856.464.686.268 16,113
Series D 315.610.920.000 23.670.819.000.000 77,528
Aggregate Total Issued and Fully
407.091.703.837 48.409.222.186.854 100,000
Paid-up Capital
Shares in Portfolio
Series A Dwiwarna - - -
Series B - - -
Series C 116.272.198.038 22.789.350.815.448
Series D 384.019.026.636 28.801.426.997.700
Treasury Shares - - -
Total Shares in Portfolio 500.291.224.674 51.590.777.813.148 -
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At the time this Disclosure of Information is issued, the ownership structure of the Company is as
follows:
The Republic of
Indonesia PT Danantara Asset
Public
(1 Series A Dwiwarna Management
7.969%
Share) 91.110%
0.920%
PT Garuda Indonesia
(Persero) Tbk
The controller of the Company is the Republic of Indonesia through the SOE Regulatory Agency.
In accordance with the Data Submission Information based on the beneficial ownership reporting
submitted by the Company to the Minister of Law on 17 November 2025, the beneficial owner of the
Company is Glenny Kairupan in his capacity as President Director of the Company, who meets the
criteria of a beneficial owner under Article 4 paragraph (1) letter f of PR 13/2018, namely an individual
who receives benefits from the limited liability company.
Composition of the Board of Directors and the Board of Commissioners of the Company
Based on the Deed of Statement of Meeting Resolutions No. 27 dated 3 June 2026, drawn up before
Aulia Taufani, S.H., Notary in South Jakarta, which has been notified to and received by the Minister of
Law based on the Letter of Receipt of Notification of Amendment to Company Data No. AHU-AH.01.09-
0326147 dated 11 June 2026 and has been registered in the Company Register No. AHU-
0129631.AH.01.11.Tahun 2026 dated 11 June 2026, the composition of the members of the Board of
Directors and the Board of Commissioners of the Company is as follows:
Board of Directors
President Director : Glenny Kairupan
Vice President Director : Thomas Oentoro
Director of Finance and Risk Management : Balagopal Kunduvara
Director of Operations : Dani Haikal Iriawan
Director of Engineering : Mukhtaris
Director of Commercial* : Reza Aulia Hakim
Director of Human Capital & Corporate Services : Frans Dicky Tamara
Director of Transformation : Neil Raymond Mills
Board of Commissioners
President Commissioner concurrently serving as Independent Commissioner : Fadjar Prasetyo
Independent Commissioner : Mawardi Yahya
Commissioner : Chairal Tanjung
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Commissioner : Sugito Anjasmoro
*) Based on the Letter of the Board of Commissioners No. GARUDA/DEKOM/074/2026 dated 11 August 2026
and No. GARUDA/DEKOM/080/2026 dated 15 August 2026, the Board of Commissioners approved the
Temporary Suspension of Mr. Reza Aulia Hakim as Director of Commercial and appointed Mr. Mukhtaris as
Acting Director of Commercial until the GMS determines the appointment of the officer holding the position of
Director of Commercial.
Summary of Key Financial Data
The summary of key financial information presented below has been derived from the Group’s audited
consolidated statement of financial position as of 30 June 2026 and the Group’s consolidated statement
of profit or loss and other comprehensive income for the six-month period ended 30 June 2026, with
the Group’s consolidated statements of financial position as of 31 December 2025 and 2024, and the
Group’s consolidated statements of profit or loss and other comprehensive income for the six-month
period ended 30 June 2025 and for the years ended 31 December 2025 and 2024, presented as
comparative information.
The Group’s consolidated financial statements as of and for the six-month period ended 30 June 2026,
with the Group’s consolidated statements of financial position as of 31 December 2025 and 2024, and
the Group’s consolidated statements of profit or loss and other comprehensive income for the six-month
period ended 30 June 2025 and for the years ended 31 December 2025 and 2024, presented as
comparative information, were prepared by the Group’s Management in accordance with Indonesian
Financial Accounting Standards.
The Group’s consolidated financial statements as of and for the six-month period ended 30 June 2026
were audited by Rintis, Jumadi, Rianto & Rekan Public Accounting Firm (Kantor Akuntan Publik or
“KAP”) (a member firm of the PwC global network) in accordance with the auditing standards
established by the Indonesian Institute of Certified Public Accountants (Institut Akuntan Publik
Indonesia or “IAPI”), with an unmodified opinion, as stated in its report No. 01370/2.1457/AU.1/06/1782-
1/1/IX/2026 dated 29 September 2026, signed by Dedy Lesmana, S.E., CPA (Public Accountant
Registration No. AP.1782).
Consolidated Statement of Financial Position
(Expressed in millions of US Dollars)
30 June 31 December
Description
2026 2025* 2024*
ASSETS
Current Assets
Cash and cash 624,34 943,40 219,17
equivalents
Restricted cash and 27,52 10,61 14,74
cash equivalents
Short-Term 0,14 - -
Investments
Trade Receivables
-Related Parties 21,06 17,09 23,04
-Third Parties 208,28 106,52 79,97
Other receivables 80,93 55,16 50,93
Inventories 131,63 130,93 83,99
Contract Assets 24,49 20,92 14,66
Advances and Prepaid 98,51 83,61 47,03
Expenses
Prepaid taxes 29,09 21,06 20,38
Total Current Assets 1.245,99 1.389,30 553,91
Non-Current Assets
Advances and security 338,87 412,11 309,70
deposits
Advances for aircraft 172,12 168,70 162,69
purchases
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30 June 31 December
Description
2026 2025* 2024*
Investments in 22,67 21,03 16,45
associates
Investment properties 75,88 76,50 76,29
Deferred tax assets 473,78 456,07 403,00
Fixed assets 4.974,65 5.036,15 5.034,14
Intangible assets 0,15 0,01 0,01
Other non-current 70,95 63,28 62,42
assets
Total Non-Current 6.129,07 6.233.85 6.064,70
Assets
Total Assets 7.375,06 7.623,15 6.618,61
LIABILITIES AND
EQUITY
Current Liabilities
Short-term loans 0,54 0,53 -
Trade Payables
-Related Parties 148,68 30,95 28,77
-Third Parties 159,11 152,95 129,10
Other payables 47,22 33,35 51,76
Taxes payable
Corporate Income 1,54 0,76 1,42
Tax
Other taxes 20,89 23,70 38,93
Accruals 276,17 309,29 243,03
Contract Liabilities 331,26 290,08 269,95
Advances received 67,83 79,07 42,04
Long-term liabilities
maturing within one
year:
Long-term loans 50,29 52,77 47,62
Employee benefit 7,53 11,36 13,87
liabilities
Lease liabilities 341,96 353,76 312,38
Estimated liabilities 158,04 20,62 17,01
for aircraft return and
maintenance costs
Asset-backed 7,72 7,85 3,56
securities loans
Total Current 1.618,78 1.367,04 1.199,44
Liabilities
Non-Current
Liabilities
Long-term liabilities -
net of the portion
maturing within one
year:
Long-term Trade
Payables
-Related parties 159,90 160,41 351,89
-Third parties 14,86 14,79 22,24
Bonds Payable 684,64 684,60 684,58
Long-term loans 624,79 639,36 666,45
Employee benefit 102,06 103,90 96,86
liabilities
Lease liabilities 1.993,64 2.135,15 2.374,71
Estimated liabilities 2.198,42 2.439,64 2.533,04
for aircraft return
and maintenance
costs
Asset-backed 25,70 29,31 33,87
securities loans
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30 June 31 December
Description
2026 2025* 2024*
Deferred tax liabilities 0,56 0,64 0,68
Other non-current 3,86 3,87 6,75
liabilities
Total Non-Current 5.808,43 6.211,67 6.771,07
Liabilities
Total Liabilities 7.427,21 7.578,71 7.970,51
EQUITY
Share capital - nominal 3.551,23 3.551,23 2.131,35
value of Rp459 per
share for Series A
Dwiwarna shares
and Series B shares,
nominal value of
Rp196 per share for
Series C shares, and
nominal value of
Rp75 per share for
Series D shares
Authorized capital -
3.746.490.444 Series
A Dwiwarna shares,
22,140,085,810
Series B shares,
181,866,405,621
Series C shares (for
2024 and 2025), and
699,629,946,636
Series D shares (for
2025)
Issued and paid-up
capital -
3.746.490.444 Series
A Dwiwarna shares,
22,140,085,810
Series B shares,
65,594,207,583
Series C shares (for
2024 and 2025), and
315,610,920,000
Series D shares (for
2025)
Additional Paid-in 30,28 30,28 30,28
Capital
Difference in
transactions with non-
controlling interests 224,95 224,95 -
Accumulated losses of
US$1.39 billion as at 1
January 2012 have
been eliminated in the
framework of the quasi-
reorganization
Appropriated 6,08 6,08 6,08
Unappropriated (3.988,34) (3.871,39) (3.505,98)
Other comprehensive 12,81 19,58 18,79
income
Equity attributable to (162,99) (39,27) (1.319,48)
owners of the parent
entity
Non-controlling 110,84 83,71 (32,42)
interests
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30 June 31 December
Description
2026 2025* 2024*
Total (capital (52,15) 44,44 (1.351,90)
deficiency) / equity
Total Liabilities &
Equity 7.375,06 7.623,15 6.618,61
*restated
Consolidated Statement of Profit or Loss and Other Comprehensive Income
(Expressed in millions of US Dollars)
30 June 31 December
Description
2026 2025** 2025** 2024
Operating
revenues
Scheduled flights 1.313,48 1.184,15 2.514,67 2.742,41
Non-scheduled 272,75 205,84 340,88 333,75
flights
Others 209,21 158,21 361,05 340,37
Total 1.795,44 1.548,20 3.216,60 3.416,53
Operating
Expenses
Flight operating (961,02) (765,27) (1.539,81) (1.667,91)
expenses
Maintenance (407,21) (318,38) (686,20) (536,96)
and repair
expenses
Airport (120,85) (118,65) (249,15) (252,28)
expenses
Passenger (102,48) (105,66) (216,36) (221,64)
service
expenses
General and (48,45) (96,66) (206,69) (212,23)
administrative
expenses
Ticketing, sales (92,44) (81,70) (192,70) (179,30)
and promotion
expenses
Hotel operating (10,24) (9,30) (19,49) (20,14)
expenses
Transportation (5,22) (6,07) (11,77) (12,42)
operating
expenses
Network (2,04) (2,30) (4,95) (5,03)
operating
expenses
Total (1.749,95) (1.503,99) (3.127,12) (3.107,91)
Other operating
income
/(expenses)
Foreign exchange 8,96 5,41 6,79 18,04
(loss) /gain - net
Finance income 16,49 15,99 22,73 9,21
Share of profit of 1,69 2,25 5,64 7,38
associates
Finance Expenses (222,44) (251,59) (532,38) (479,90)
Other 19,53 16,04 (0,01) 55,19
income/(expens
es) - net
Total (175,77) (211,90) (497,23) (390,08)
12
Page 14
30 June 31 December
Description
2026 2025** 2025** 2024
Profit/loss (130,28) (167,69) (407,75) (81,46)
Before Income
Tax
Income Tax 17,32 20,64 48,58 11,68
Benefit/(Expens
e)
Profit/Loss for the (112,96) (147,05) (359,17) (69,78)
period
OTHER
COMPREHENS
IVE INCOME:
Items that will not
be reclassified
to profit or loss:
Revaluation - 0,51 3,37 8,56
surplus of fixed
assets
Remeasurement 7,29 (2.21) (4,03) (1,00)
of post-
employment
benefits
Related tax (3,83) 0,47 0,84 (0,93)
benefit (expense)
Total 3,46 (1,23) 0,18 6,63
Item that will be
reclassified to
profit or loss:
Exchange (6,46) (0,68) (3,52) (6,02)
differences on
translation of
financial
statements
Total other
comprehensive
profit/loss (3,00) (1,91) (3,34) 0,61
TOTAL
COMPREHENS
IVE LOSS FOR
THE PERIOD/
YEAR (115,96) (148,96) (362,51) (69,17)
LOSS FOR THE
PERIOD
ATTRIBUTABL
E TO:
Owners of the (120,72) (147,92) (362,27) (72,71)
Parent Entity
Non-Controlling 7,76 0,87 3,10 2,93
Interests
Total (112,96) (147,05) (359,17) (69,78)
TOTAL
COMPREHENSIV
E LOSS
ATTRIBUTABLE
TO:
13
Page 15
30 June 31 December
Description
2026 2025** 2025** 2024
Owners of the (123,72) (149,78) (364,62) (72,10)
Parent Entity
Non-Controlling 7,76 0,82 2,11 2,93
Interests
Total 115,96 (148,96) (362,51) (69,17)
Basic/diluted /loss (0,00030) (0,00162) (0,00320) (0,00079)
per share*
*Basic earnings/loss per share is expressed in US Dollars per share (USD/share)
**restated
INFORMATION CONCERNING THE PROPOSED PMHMETD III
A. Maximum Number of the Proposed Issuance of Shares with HMETD
In connection with the Company’s plan to carry out the PMHMETD III as disclosed in this
Disclosure of Information, the Company intends to issue a maximum of 124,352,806,609 (one
hundred twenty-four billion three hundred fifty-two million eight hundred six thousand six
hundred nine) Series E shares with a nominal value of Rp25 (twenty-five Rupiah) per share
(the “New Shares”) (hereinafter referred to as the “Proposed PMHMETD III”). This maximum
number of shares is an estimate and its certainty will be determined in accordance with the
prevailing provisions.
The exercise price of the Proposed PMHMETD III will be determined and announced
subsequently in the prospectus of the Proposed PMHMETD III. This shall be done having
regard to the prevailing laws and regulations, including POJK 32/2015 and Regulation I-A.
The New Shares to be issued by the Company shall have the same and equal rights in all
respects with all of the Company’s existing shares that have been issued and fully paid up,
including the right to dividends.
B. Estimated Implementation Period of the PMHMETD III
The Company intends to carry out the capital increase with HMETD after obtaining the effective
statement from the OJK, whereby under the provisions of Article 8 paragraph (3) of POJK
32/2015, the period between the date of the EGMS approval and the date of the effective
statement from the OJK shall be no more than 12 (twelve) months. The Company plans to carry
out the capital increase within such period while continuing to observe the provisions
concerning the period between the valuation date and the date of payment for the shares in a
form other than cash as explained above.
C. Analysis of the Effect of the Capital Increase on the Financial Performance of the
Company and its Shareholders
The Company estimates that the Proposed PMHMETD III to the Company’s shareholders will
have a positive impact on the Company’s financial condition, namely, among others, an
improvement in the Company’s statement of profit or loss, optimization of asset management
which may have a positive impact on the Company’s operational activities, an improvement in
the Company’s standalone equity, the development of the Company’s business and, ultimately,
the PMHMETD III as a whole will provide added value for the Company’s shareholders.
Through this PMHMETD III, the Company has high expectations of its shareholders to exercise
the HMETD held by such shareholders.
Based on the analysis of the impact of the inbreng of the GMFI shares on financial
performance, the Company’s consolidated equity improves to negative USD52.15 million (fifty-
two point one five million United States Dollars) as of 30 June 2026 in respect of the inbreng
of the GMFI Shares into the Company. Furthermore, the Company’s standalone equity
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Page 16
improves to USD646.15 million (six hundred forty-six point one five million United States
Dollars) as at 30 June 2026.
The Proposed Inbreng will be carried out in accordance with the arm’s length principle, whereby
the Proposed Inbreng will be implemented in accordance with generally accepted business
practices, and the Proposed Inbreng is carried out in compliance with the principles of a fair
transaction and the provisions of POJK 42/2020.
D. General Outline of the Estimated Plan for the Use of Proceeds
The general outline of the estimated plan for the use of the proceeds of the Proposed
PMHMETD III, after deduction of issuance costs, will be used for:
1. The acquisition of the GMFI Shares by the Company, carried out through DAM’s non-cash
capital contribution (inbreng) in the Company, which is expected to directly improve the
Company’s financial condition and to help support the Company’s operational activities.
2. The remaining proceeds will be used by the Company as working capital to support the
Company’s business activities in implementing the Company’s transformation plan, which
in 2026 will focus on stabilizing and restoring operational resilience. Starting in 2027 and
thereafter, the Garuda Indonesia Group will gradually undertake structural improvements
encompassing human resources, processes, and digital capabilities.
Final information in connection with the use of proceeds will be disclosed in the prospectus
issued in the framework of the PMHMETD III, which will be made available to the shareholders
in due course, in accordance with the prevailing laws and regulations.
E. Form of Capital Contrbution
The capital contribution through the exercise of the HMETD will be carried out through the
following mechanism:
1. DAM, as the principal shareholder of the Company, with a current ownership of
370,902,553,959 (three hundred seventy billion nine hundred two million five hundred
fifty-three thousand nine hundred fifty-nine) shares, will subscribe for the HMETD to
which it is entitled by making a contribution in another form (inbreng), namely the GMFI
Shares.
As at the date of this Disclosure of Information, the GMFI Shares that will become the
object of the capital contribution are still owned by API. Based on API’s GMS dated 26
June 2026, the shareholders of API have approved, among other things, the distribution
of a non-cash dividend (dividend in specie) to InJourney, as the holder of API’s Series
B shares, in the form of the GMFI Shares with a value of Rp5,664,912,000,000.00.
Such non-cash dividend distribution will become effective after API obtains InJourney’s
approval for the divestment of all of API’s shareholding in GMFI and the write-off of
such GMFI Shares, and InJourney obtains DAM’s approval for the receipt of the GMFI
Shares from API.
Furthermore, based on InJourney’s GMS dated 29 June 2026, the shareholders of
InJourney have approved, among other things, the distribution of a non-cash dividend
to DAM, as the largest holder of InJourney’s Series B shares, in the form of the GMFI
Shares with a value of Rp5,664,912,000,000.00. Such non-cash dividend distribution
will become effective after InJourney has effectively received the GMFI Shares from
API and has obtained DAM’s approval, the divestment and write-off of the GMFI Shares
in question, and DAM has obtained the approval of DAM’s GMS for the receipt of the
GMFI Shares from InJourney.
After all of such requirements have been fulfilled and the GMFI Shares have been
effectively transferred to DAM, the GMFI Shares will be used by DAM as the object of
the capital contribution in a form other than cash in the Company’s PMHMETD III.
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Page 17
2. The portion of the exercise of the HMETD originating from the public portion will be paid
to the Company in cash.
SUMMARY OF THE OPINION OF THE INDEPENDENT PARTY
A. Summary of the Valuation of the GMFI Shares
The Company has appointed KJPP Areyanti Zainab dan Rekan (“AZR”), pursuant to Letter
Determination of the Winner of the Procurement of an Independent Appraisal Services Office
for the Preparation of the Fairness Opinion, Valuation, and Fairness Analysis in Connection
with the Proposed Transaction of PT Garuda Indonesia (Persero) Tbk No.
GARUDA/JKTIBP/E/20253/2026 dated 31 August 2026 which was followed up by the
Statement Letter on the Procurement of a Public Appraisal Services Office/Independent
Appraiser for the Preparation of the Fairness Opinion, Valuation and Fairness Analysis in
Connection with the Proposed Transaction of PT Garuda Indonesia (Persero) Tbk No.
GARUDA/JKTDS/E/20117/2026 dated 25 September 2026 as the independent appraiser to
conduct the valuation of the GMFI Shares.
KJPP AZR is a duly licensed KJPP holding a KJPP Business License from the Minister of
Finance of the Republic of Indonesia No. 2.23.0180 and a Decree of the Minister of Finance
No. 145/MK/SK/2025 dated 02 September 2025, with Ir. Siti Zainab, MAPPI (Cert) as the
person responsible for the valuation report on the GMFI Shares, holding Public Appraiser
License No. B.1-11.00316 and registered as a capital market supporting profession with
Certificate of Registration of Profession in the Capital Market No. KEP-1036/KS.13/2026.
The following is a summary of the share valuation report for GMF shares owned by DAM, which
constitute the subject matter of the transaction for the acquisition of GMF Shares by Garuda
through the utilization of the proceeds from Garuda’s PMHMETD / rights issue, as set forth in
Valuation Report No. 00023/2.0180-02.BS/06/0316/1/IX/2026 dated September 30, 2026 (the
“Valuation Report”). Unless otherwise defined in the Disclosure of Information, capitalized
terms shall have the same meanings as those ascribed to them in the Valuation Report.
1. Object of the Valuation
The object of the valuation in this share valuation is the valuation of the GMF shares
owned by DAM as the object of the transaction in the framework of the acquisition of
the GMF Shares by Garuda through the use of the proceeds of Garuda’s PMHMETD /
rights issue.
2. Purposes and Objectives
The purpose and objective of the valuation is to provide an objective and independent
opinion on the Market Value of the GMF shares owned by DAM as the object of the
transaction in the framework of the acquisition of the GMF Shares by Garuda through
the use of the proceeds of Garuda’s PMHMETD / rights issue.
3. Valuation Date
In accordance with the purposes and objectives in conducting this valuation, the
effective date of the valuation is as at 30 June 2026, such cut-off having been adopted
on the basis of considerations of the interests and objectives of the valuation.
4. Assumptions and Limiting Conditions
1. In preparing this report, AZR has relied on the accuracy and completeness of the
information provided by the management of PT Garuda Indonesia (Persero) Tbk
and/or data obtained from publicly available information and other information, as
16
Page 18
well as research that we consider relevant. AZR was not involved in and did not
conduct an audit or verification of such information provided.
2. This report is intended as one of the materials for consideration by the users of the
report for the purposes of the transaction and is not intended for capital market
purposes or any other purposes.
3. AZR has no interest or other matters that could cause AZR to give a biased opinion
in connection with the information discussed in this report.
4. The assignor has released AZR from any claim that may and will arise from errors
or deficiencies in the data and/or information provided by the assignor, the
management of PT Garuda Indonesia (Persero) Tbk, consultants or third parties,
to AZR in the preparation of this report.
5. The management of PT Garuda Indonesia (Persero) Tbk declares that all material
information concerning the share valuation has been fully disclosed to AZR and
that there has been no omission of any important facts.
6. AZR reserves the right to revise the report that has been submitted if, at a later
date, important data and information are found that may have a material impact on
the valuation analysis that has been carried out.
7. We have no personal interest in or bias with respect to the subject of this report or
the parties involved therein.
8. The analyses, opinions and conclusions have been made, and this report has been
prepared, in accordance with the Indonesian Valuation Standards and the
Indonesian Appraisers’ Code of Ethics.
9. The resulting Valuation Report is not for public consumption. We further confirm
that this report is confidential to the assignor in accordance with the purposes set
out in this report.
10. It is prohibited to publish or issue this report, whether in whole or in part, or any
reference therein, or any opinion of value, in any document, statement or circular
in any format or context whatsoever without the written consent of the Appraiser.
11. AZR is responsible for the valuation report and the final value conclusion produced
in accordance with the valuation procedures carried out.
12. AZR has obtained information on the legal status of the object of the valuation from
the assignor.
13. AZR’s report relates only to the object of the valuation and may not be used as the
sole reference for approving or rejecting the assignor’s plan or for deciding any
other opinion in connection with ascertaining the current market value of the shares
of PT Garuda Indonesia (Persero) Tbk.
14. Other than the opinion of value on the object of the valuation, AZR does not provide
any other recommendation on the proposed transaction of PT Garuda Indonesia
(Persero) Tbk.
15. The signature of the principal and the official company stamp are absolute
requirements for the validity of this Certificate of Appraisal and the attached
valuation report.
5. Assumptions
This valuation was prepared using the Financial Projections provided by the Company’s
management, the underlying assumptions of which were adjusted by the Appraiser and
approved by the Company’s management (the “Adjusted Financial Projections”), so as
to better reflect the reasonableness of such projections in light of their achievability
6. Valuation Approaches and Methods
The valuation was conducted using the Market Based Approach with the GPTC
(Guideline Publicly Traded Company) Method and the Income Based Approach with
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Page 19
the discounted future economic income method, or discounted cash flow (DCF), using
the free cash flow to equity model.
7. Conclusion
Based on the valuation approaches and methods described above, and after taking
into account all relevant data and information, the analyses performed, and the
various factors affecting the market value of the GMFI shares, AZRR is of the
opinion that Rp8,651,142,720,000 (eight trillion six hundred fifty-one billion one
hundred forty-two million seven hundred twenty thousand Rupiah) represents the
market value of the GMFI shares comprising the Valuation Object described above,
as of 30 June 2026
B. Summary of Fairness of the Proposed Inbreng
The Company has appointed the Public Appraisal Services Office Areyanti, Zainab dan Rekan
(“KJPP AZR”), in accordance with the Service Proposal of KJPP AZR No.
GARUDA/JKTIBP/E/20253/2026 dated 31 Agustus 2026 as the independent appraiser to
provide a fairness opinion on the Proposed Transaction.
KJPP AZR is a duly licensed KJPP holding a KJPP Business License from the Minister of
Finance of the Republic of Indonesia No. based on the Decree of the Minister of Finance of the
Republic of Indonesia No. 2.23.0180 KMK No. 145/MK/SK/2025dated 25 September 2025, with
Ir. Siti Zainab, MAPPI (Cert) as the person responsible for the fairness opinion report, holding
Public Appraiser License No. B-1.11.00316 and registered as a capital market supporting
profession with Certificate of Registration of Profession in the Capital Market No. KEP-
1036/KS.13/2026.
The following is a summary of the fairness opinion report on the Proposed Transaction as set
out in Report No. 00024/2.0180-02/BS/06/0316/1/IX/2026 dated 30 September 2026
(“Fairness Opinion Report”).
Except as defined in this Disclosure of Information, capitalized terms shall have the same
meanings as given in the Fairness Opinion Report.
1. Parties Conducting the Transaction
a. PT Garuda Indonesia (Persero) Tbk
Field of Business : Commercial Air Transportation
Address : Garuda Indonesia Building, Jl. Kebon Sirih No. 46A,
Jakarta, DKI Jakarta Province, 10110
b. PT Danantara Asset Management
Field of Business : Holding Company Activity
Address : Jl. Jenderal Gatot Subroto Kav 36-38. South Jakarta
PT Danantara Asset Management is the controller of the Company, such that there is
an Affiliate relationship between PT Danantara Asset Management and the Company.
2. Object of the Transaction
Capital Increase with HMETD (PMHMETD) of PT Garuda Indonesia (Persero) Tbk
Through a Capital Contribution in a Form Other Than Cash in the Form of Shares in PT
Garuda Maintenance Facility Aero Asia Tbk Owned by PT Danantara Asset
Management
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3. Date of the Fairness Opinion
The Fairness Opinion analysis is conducted as at 30 June 2026; the parameters and
financial statements used in the analysis is based on data as at 30 June 2026.
4. Purposes and Objectives of the Provision of the Fairness Opinion
The objective of this Fairness Opinion Report is to provide a fairness opinion on the
Company’s Proposal for the Capital Increase with HMETD of PT Garuda Indonesia
(Persero) Tbk through a Capital Contribution in a Form Other Than Cash in the Form
of Shares in PT Garuda Maintenance Facility Aero Asia Tbk Owned by PT Danantara
Asset Management as Shareholder of PT Garuda Indonesia (Persero) Tbk of 91.11%,
as part of the follow-up to the corporate action of the inbreng of GMF’s land from PT
Angkasa Pura Indonesia API, as defined in this report for the purpose of complying with
the provisions of the OJK Capital Market, and not for banking or taxation purposes, nor
for any other form of proposed transaction.
5. Nature of the Proposed Transaction and its Relation to the OJK Regulations
Based on information from the Company’s management, the implementation of the
Proposed Transaction will be carried out in compliance with the provisions set out in
OJK Regulation No. 32/POJK.04/2015 on the Capital Increase of Public Companies
with HMETD.
6. Assumptions and Limiting Conditions
• This valuation report is a non disclaimer opinion.
• The Appraiser has conducted a review of the documents used in the valuation
process.
• The data and information obtained originate from sources whose accuracy can be
relied upon.
• The financial projections used are adjusted financial projections that reflect the
reasonableness of the financial projections prepared by management against
their achievability (fiduciary duty), where the valuation uses financial projections.
• The Appraiser is responsible for the conduct of the valuation and for the
reasonableness of the financial projections.
• This valuation report is open to the public, except for information of a confidential
nature which may affect the Company’s operations.
• The Appraiser is responsible for the Valuation Report and the final Value
conclusion.
• The Appraiser has obtained information on the legal status of the Object of the
Valuation from the assignor.
7. Methodology of the Transaction Fairness Analysis
In conducting the fairness analysis of the Proposed Transaction, in accordance with
POJK No. 35/SEOJK.04/2020 and SEOJK No. 17/SEOJK.04/2020, AZR applies a
methodology comprising: (i) transaction analysis, (ii) qualitative and quantitative
analysis, (iii) analysis of the fairness of the transaction value, and (iv) analysis of other
relevant factors.
a. Transaction Analysis
• The direct parties to the Proposed Transaction are GIAA, as the recipient of
the capital contribution in a form other than cash and the issuer of the new
shares, and DAM, as the party contributing the GMFI shares and receiving the
new GIAA shares.
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Page 21
• The GMFI shares that are the object of the Proposed Transaction amount to
82,100,173,900 Series B shares, or approximately 65.77% of the issued and
paid-up capital of GMFI.
• Prior to being contributed by way of inbreng to GIAA, such GMFI shares are
transferred through a series of transfers from API to InJourney and
subsequently to DAM by way of a distribution of dividends in a form other than
cash (dividend in specie).
• In consideration of the contribution of the GMFI shares, GIAA issues new
shares to DAM in a number determined on the basis of the Inbreng Value and
the final exercise price of the PMHMETD.
b. Qualitative Analysis
The Proposed Transaction constitutes a further stage of the restructuring and
realignment of the ownership of GMFI within the Garuda Indonesia Group.
Based on the transaction documents, although legal majority ownership of
GMFI rests with API following the land inbreng, control and consolidation of
GMFI remain with GIAA. The Company’s RFP states that such arrangement is
set out in the Majority Shareholder’s Undertaking.
The Proposed Transaction is intended to realign the legal ownership, control,
and economic interest in GMFI with GIAA as the parent airline. GMFI carries
on maintenance, repair and overhaul (MRO) activities and has an operational
nexus with the flight operations of the Garuda Indonesia Group.
The qualitative benefits taken into consideration include, among others:
• the alignment of the ownership structure, control, and economic interest
in GMFI with GIAA;
• the enhancement of GIAA’s economic interest in the performance and
economic value of GMFI;
• the completion of the stages of the restructuring of the ownership of
GMFI;
• the strengthening of the strategic nexus between GIAA’s flight
operations and GMFI’s MRO activities; and
• the acquisition of additional GMFI shares without any cash payment by
GIAA to DAM in the amount of the Inbreng Value, given that the
contribution is made in a form other than cash.
The Proposed Transaction carries consequences and risks which include,
among others:
• potential dilution for GIAA shareholders who do not exercise their
HMETD in accordance with their entitlement;
• the absence of any direct cash addition from the portion of the
PMHMETD exercised by DAM through the contribution of the GMFI
shares;
• the increase in GIAA’s economic exposure to GMFI’s performance
following the increase in its percentage of ownership;
• the risk relating to the completion of the series of transfers of the GMFI
shares from API to InJourney and subsequently to DAM;
• the dependence on the fulfilment of approvals, the effectiveness of the
Registration Statement, and the final transaction documents; and
• changes to the ownership structure and free float aspects that need to
be taken into account in the implementation of the transaction.
c. Quantitatve Analysis
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Page 22
• Upon implementation of the Company’s Proposed Transaction, the
Company’s consolidated revenue and profit/loss are projected not to
change, whereby the amounts of revenue, operating expenses,
operating profit, loss before tax, and loss for the period with the
implementation of the Company’s Proposed Transaction will remain
the same as without the implementation of the Company’s Proposed
Transaction. Such condition is consistent with the characteristics of the
Proposed Transaction, whereby GMFI was already under the control
of, and consolidated into, GIAA’s consolidated financial statements
prior to the implementation of the Proposed Transaction. Such control
is maintained because API has relinquished its substantive voting
rights to GIAA, as set out in the Majority Shareholder’s Undertaking.
• Based on GMFI’s Financial Projections for 2026–2030, GMFI’s net
profit is projected to continue to increase, whereby in 2026 net profit is
projected at USD35.09 million, increasing to USD36.34 million in 2027,
USD43.47 million in 2028, USD47.21 million in 2029, and reaching
USD50.05 million at the end of the projection period in 2030. On a
cumulative basis, GMFI’s net profit over the 2026–2030 period is
projected to reach approximately USD212.16 million.
• Upon implementation of the Company’s Proposed Transaction, which
covers an object of contribution of 82,100,173,900 GMFI shares, the
Company’s economic interest in GMFI is projected to increase by
65.77% of GMFI’s issued and paid-up capital. Such increase in
ownership provides an additional share of GMFI’s net profit attributable
to the Company of approximately USD139.54 million over the 2026–
2030 period. Given that GMFI was already consolidated previously, the
impact of this transaction is reflected principally in the increase in the
share of GMFI’s profit attributable to the owners of the parent entity
and the decrease in the share attributable to non-controlling interests.
• With the continuation of GMFI’s operational activities, GMFI’s total
equity over the 2026–2030 period is projected to increase. At the end
of the projection period in 2030, GMFI’s total equity is projected to
increase to USD334.94 million compared with the projection at the
beginning of the period in 2026 of USD182.90 million. On the other
hand, the ratio of interest-bearing debt to EBITDA is projected to
decrease from approximately 4.29 times in 2026 to approximately 2.50
times in 2030, which represents an improvement in GMFI’s ability to
support its interest-bearing obligations.
• Overall, upon implementation of the Company’s Proposed
Transaction, the principal quantitative impacts arising are the increase
in the Company’s economic interest in GMFI of 65.77%, the increase
in the share of GMFI’s net profit relating to the additional ownership,
and the decrease in the portion of non-controlling interests.
Nevertheless, the Company’s Proposed Transaction does not result in
any change to GIAA’s total consolidated revenue or profit/loss as at
the pro forma date, given GMFI’s status as having already been
consolidated into the Company’s financial statements prior to the
implementation of the Proposed Transaction.
d. Analysis of Other Relevant Factors Analysis of the fairness of the
transaction value;
The fairness analysis of the Proposed Transaction is also conducted by taking
into account the fairness of the exchange value between the Inbreng Value of
the GMFI shares and the new GIAA shares to be issued in the framework of
the PMHMETD. With the Inbreng Value of the GMFI shares of
Rp5,664,912,000,000 (five trillion six hundred sixty-four billion nine hundred
twelve million Rupiah), DAM will receive new GIAA shares in a proportionate
number. Based on such analysis, so long as the exercise price of the new GIAA
shares used as the basis of calculation falls within a fair Market Value range,
21
Page 23
the exchange value (exchange ratio) between the GMFI shares and the new
GIAA shares may be declared Fair.
8. Conclusion of the Fairness Opinion
Having regard to the results of the fairness analysis of the Proposed Transaction,
comprising (i) transaction analysis, (ii) qualitative and quantitative analysis, (iii) analysis
of the fairness of the transaction value, and (iv) other relevant factors, KJPP AZR is of
the opinion that the Proposed Transaction in the form of the PMHMETD of PT Garuda
Indonesia (Persero) Tbk through a capital contribution in a form other than cash in the
form of shares in PT Garuda Maintenance Facility Aero Asia Tbk by PT Danantara
Asset Management is fair.
EGMS
In order to comply with the provisions of the prevailing laws and regulations, the Proposed Transaction
as described above will be submitted for the approval of the shareholders of the Company whose names
are recorded in the Company’s DPS on 14 October 2026 at 16.00 WIB and/or the owners of the
Company’s shares in the securities sub-accounts at KSEI at the closing of trading of the Company’s
shares on the IDX on 14 October 2026. The EGMS will be held on Friday, 6 November 2026 at 14.00
WIB until completion, electronically through the eASY.KSEI system.
The agenda of the EGMS relating directly with the Proposed Transaction are Approval of the increase
of the issued and paid-up capital of the Company in connection with the issuance of new shares through
the mechanism of a Capital Increase with HMETD.
The following are the important dates in connection with the Company’s EGMS:
Event Date
Written notification to the OJK regarding the agenda of the EGMS 23 September 2026
Announcement to the shareholders of the Company regarding the EGMS 30 September 2026
Disclosure of Information regarding the PMHMETD III 30 September 2026
Recording date of the Company’s DPS 14 October 2026
Invitation for the EGMS 15 October 2026
EGMS 6 November 2026
Announcement of the summary of the results of the EGMS 10 November 2026
The Company will seek the approval of the shareholders at the EGMS, having regard to the provisions
of POJK 15/2020 and POJK 14/2025, to carry out the PMHMETD III as described in this Disclosure of
Information.
ADDITIONAL INFORMATION
To obtain information in connection with the PMHMETD III, the shareholders of the Company may
submit their enquiries to the Company, on Monday – Friday at 08.00 – 17.00 at the address set out
below:
Corporate Secretary, Communications & Subsidiaries
PT Garuda Indonesia (Persero) Tbk
Garuda Indonesia Building, 3rd Floor
Garuda City, Soekarno-Hatta
International Airport
Tangerang – 15111, Indonesia
Tel.: 6221 25601935
E-mail corporate.secretary@garuda-indonesia.com
22
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