Back to announcement
20251126_BRMS_Transaksi Material Tanpa Persetujuan RUPS_31987838_lamp3.pdf
Asset transaction Needs review BRMSSource file signed link, expires in 15 minutes
Extracted text 13
Page 1
DISCLOSURE OF INFORMATION TO SHAREHOLDERS IN CONNECTION WITH MATERIAL
TRANSACTIONS AND AFFILIATED TRANSACTIONS OF PT BUMI RESOURCES MINERALS TBK (THE
“COMPANY”)
THE INFORMATION CONTAINED IN THIS DISCLOSURE OF INFORMATION IS IMPORTANT AND SHOULD
BE NOTED BY SHAREHOLDERS OF THE COMPANY IN CONNECTION WITH MATERIAL TRANSACTIONS
AND AFFILIATED TRANSACTIONS THAT HAVE BEEN CONDUCTED BY THE COMPANY AND ITS
SUBSIDIARY.
THIS DISCLOSURE OF INFORMATION TO SHAREHOLDERS IS PROVIDED BY THE COMPANY IN ORDER TO
COMPLY WITH THE PROVISIONS OF FINANCIAL SERVICES AUTHORITY (“OJK”) REGULATION NO.
17/POJK.04/2020 ON THE MATERIAL TRANSACTIONS AND CHANGES IN BUSINESS ACTIVITIES AND OJK
REGULATION NO. 42/POJK.04/2020 ON THE AFFILIATED TRANSACTIONS AND CONFLICT OF INTEREST
TRANSACTIONS.
IF YOU FIND DIFFICULTIES IN UNDERSTANDING THE INFORMATION CONTAINED HEREIN, YOU SHOULD
CONSULT WITH LEGAL COUNSEL, PUBLIC ACCOUNTANT, OR OTHER PROFESSIONAL ADVISORS.
PT BUMI RESOURCES MINERALS TBK
Business Activities
Head Office Activities and Other Management Consultancy Activities through the Supervision and
Management of Subsidiaries Engaged in the Exploration and Mining Development of Mineral Resources
Domiciled in Jakarta, Indonesia
Head Office
th th
Bakrie Tower 6 and 10 Floor
Komplek Rasuna Epicentrum
Jl. H.R. Rasuna Said, Kuningan
South Jakarta 12940 - Indonesia
Telephone: (+62 21) 5794 5698
Fax: (+62 21) 5794 5687
Website: www.bumiresourcesminerals.com
E-mail: corporate.secretary@brm.co.id
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY, BOTH
INDIVIDUALLY AND JOINTLY, ARE FULLY RESPONSIBLE FOR THE ACCURACY AND COMPLETENESS OF
THE INFORMATION AS DISCLOSED HEREIN AND AFTER CAREFUL RESEARCH, CONFIRM THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AND THERE ARE NO IMPORTANT MATERIAL AND
RELEVANT FACTS THAT ARE NOT DISCLOSED OR OMITTED IN THIS DISCLOSURE OF INFORMATION SO
AS TO CAUSE THE INFORMATION PROVIDED IN THIS DISCLOSURE OF INFORMATION TO BE UNTRUE
AND/OR MISLEADING.
This Disclosure of Information is issued in Jakarta on 26 November 2025
1
Page 2
DEFINITION
In addition to the definitions provided in other sections of this Disclosure of Information, the terms used in
this Disclosure of Information shall have the following meanings:
“Affiliate” : 1. Family relationship by marriage up to the second degree,
both horizontally and vertically, namely the relationship
between a person and:
a. husband or wife;
b. parents of the husband or wife and husband or wife of
the child;
c. grandparents of the husband or wife and the husband or
wife of the grandchild;
d. siblings of the husband or wife and the husband or wife
of such relatives; or
e. the husband or wife of the siblings of the person
concerned;
2. family relationship by descent up to the second degree, both
horizontally and vertically, namely a person's relationship
with:
a. parents and children;
b. grandparents and grandchildren; or
c. siblings of the person concerned;
3. the relationship between a party and employees, directors, or
commissioners of the said party;
4. relationship between 2 or more companies in which there are
1 or more members of the same board of directors,
management, board of commissioners, or supervisors;
5. the relationship between a company and a party, either
directly or indirectly, in any way, controlling or controlled by
the company or such party in determining the management
and/or policy of the company or the party concerned;
6. the relationship between 2 or more companies that are
controlled, either directly or indirectly, by any way, in
determining the management and/or policies of the company
by a same party; or
7. the relationship between a company and its principal
shareholder, which is a party that directly or indirectly owns
at least 20% of the voting shares of the said company,
as defined in Law No. 4 of 2023 on the Development and
Strengthening of Financial Sector (“P2SK Law”).
“CPM” : PT Citra Palu Minerals, a limited liability company established
under the laws of the Republic of Indonesia and domiciled in Palu,
which is a subsidiary in which directly controlled by the Company
with the Company’s ownership of 96.97%.
“Shareholder Register” : Shareholders registered issued by PT Kustodian Sentral Efek
Indonesia (“KSEI”) containing information on securities
ownership by securities holders in the collective custody at KSEI
based on data provided by account holders at KSEI.
2
Page 3
“Disclosure of Information” : This disclosure of information containing information related to
the Company Loan Facility and CPM Loan Facilities prepared in
order to comply with the provisions of POJK 17/2020 and POJK
42/2020.
“Ministry of Law” : Ministry of Law of the Republic of Indonesia.
“Company’s Financial : Audited Consolidated Financial Statements of the Company and
Statement” its Subsidiaries for the Financial Year ended on 31 December
2024.
“MOL” : Minister of Law of the Republic of Indonesia.
“OJK” : Financial Services Authority, an independent institution as
referred to in Law No. 21 of 2011 on the Financial Services
Authority as amended by the P2SK Law (“OJK Law”), whose
duties and authorities include regulating and supervising financial
services activities in the banking, capital markets, insurance,
pension funds, financing institutions and other financial
institutions sectors, in which since 31 December 2012, the
Financial Services Authority is an institution that replaces and
receives the rights and obligations to carry out regulatory and
supervisory functions from the Ministry of Finance of the Republic
of Indonesia and the Capital Market and Financial Institutions
Supervisory Agency in accordance with the provisions of Article
55 paragraph (1) of the OJK Law.
“Shareholders” : Parties who have benefits from the Company's shares, both in the
form of certificates and in collective custody, which are stored and
administered in securities accounts at KSEI, as recorded in the
Company's Shareholder Register administered by PT Ficomindo
Buana Registrar as the Company's Share Registrar.
“Common Terms Agreement” : Common Terms Agreement dated 24 November 2025 in
connection with the (i) Company Loan Facility and (ii) CPM Loan
Facilities, between (i) CPM as the borrower pursuant to the CPM
Facilities Agreement and the guarantor pursuant to the Company
Facility Agreement; (ii) the Company as the borrower pursuant to
the Company Facility Agreement and the guarantor pursuant to
the CPM Facilities Agreement; (ii) PT Gorontalo Minerals (“GM”)
as the third-party security provider; (iv) Bangkok Bank Public
Company Limited (“BBL”), PT Bank Permata Tbk (“Bank
Permata”), PT Bank Central Asia Tbk (“BCA”), and PT Bank Mega
Tbk (“Bank Mega”) as the mandated lead arrangers and the
original lenders under each of the CPM Facilities Agreement and
Company Facility Agreement; (v) Bank Permata as the facility
agent of the CPM Facilities Agreement; (vi) BCA as the facility
agent of the Company Facility Agreement; (vii) Bank Permata,
BCA, and Bank Mega as the account banks; (viii) Bank Permata as
the security agent for the Secured Creditors pursuant to the
Security Sharing Agreement; (ix) Bank Permata as the security
agent for the Facility Secured Parties pursuant to the CPM
Facilities Agreement; and (x) Bank Permata as the security agent
for the Facility Secured Parties pursuant to the Company Facility
Agreement.
3
Page 4
“Company Facility Agreement” : Facility Agreement amounting to USD200,000,000 dated 24
November 2025, between (i) the Company as the borrower; (ii)
CPM as the guarantor; (iii) BBL, Bank Permata, BCA, and Bank
Mega as the mandated lead arrangers and the original lenders;
(iv) BCA as the facility agent; and (v) Bank Permata as the security
agent.
“CPM Facilities Agreement” : Facilities Agreement amounting to USD 425,000,000 dated 24
November 2025, between (i) CPM as the borrower; (ii) the
Company as the guarantor; (iii) BBL, Bank Permata, BCA, and
Bank Mega as the mandated lead arrangers and the original
lenders; (iv) Bank Permata as the facility agent; and (v) Bank
Permata as the security agent.
“Security Sharing Agreement” : The security sharing agreement dated 24 November 2025 in
connection with the joint guarantee to secure the obligations
payable under the Company Facility Agreement and the CPM
Facilities Agreement, between (i) CPM and the Company as the
obligors; (ii) Bank Permata as the security agent for Secured
Creditors based on Security Sharing Agreement; (iii) BCA as the
facility agent based on the Company Facility Agreement; (iv) Bank
Permata as the facility agent based on the CPM Facilities
Agreement; (v) BBL, Bank Permata, BCA, and Bank Mega as the
mandated lead arrangers under each of the CPM Facilities
Agreement and Company Facility Agreement; and (vi) BBL, Bank
Permata, BCA, and Bank Mega as the original lenders under each
of the CPM Facilities Agreement and the Company Facility
Agreement.
“Company” : PT Bumi Resources Minerals Tbk, a publicly traded limited liability
company established under the laws of the Republic of Indonesia
and domiciled in Jakarta.
“Controlled Company” : A company that is controlled either directly or indirectly by a
publicly traded company, as defined in POJK 42/2020.
“POJK 17/2020” : OJK Regulation No. 17/POJK.04/2020 on Material Transactions
and Changes of Business Activities.
“POJK 42/2020” : OJK Regulation No. 42/POJK.04/2020 on the Affiliated
Transactions and Conflict of Interest Transactions.
“IDR” or “Rupiah” : A reference to the legal currency of the Republic of Indonesia.
“Affiliated Transaction” : Any activity and/or transaction carried out by a publicly traded
company or a Controlled Company with an Affiliate of a publicly
traded 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 carried out by a publicly traded company or a
Controlled Company for the benefit of an Affiliate of a publicly
traded 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.
“Conflict of Interest : Any transaction conducted by a publicly traded company or a
Transaction” Controlled Company with any party, whether an Affiliate or a
4
Page 5
non-Affiliated party, that involve a conflict of interest, as defined
in POJK 42/2020.
“Material Transaction” : Any transaction carried out by a publicly traded company or a
Controlled Company that meets the threshold as stipulated in
POJK 17/2020.
“US$” atau “USD” : United States Dollar or reference to the legal currency of the
United States.
INTRODUCTION
This Disclosure of Information is published in connection with the provision of loan facilities to the Company
and CPM, including:
1. loan facilities from BBL, Bank Permata, BCA, and Bank Mega (the “Lenders”) to the Company pursuant
to the Company Facility Agreement to the Company, with CPM as guarantor, with a total facility value
of USD 200,000,000. In connection with this, the Company, CPM, and the Lenders have executed the
Common Terms Agreement and the Company Facility Agreement (“Company Loan Facility”); and
2. loan facilities from the Lenders to CPM pursuant to the CPM Facilities Agreement to CPM, with the
Company as the guarantor, with a total facility value of USD 425,000,000, consists of (i) the loan facility
commitment A of USD 350,000,000 (“CPM Loan Facility A”) and (ii) the loan facility commitment B
amounting to USD 75,000,000 (“CPM Loan Facility B”). In connection with this, CPM, the Company,
and the Lenders have executed the Common Terms Agreement and the CPM Facilities Agreement
(“CPM Loan Facilities”).
Each of the Company Loan Facility and CPM Loan Facilities meets the criteria of a Material Transaction as
referred to in POJK 17/2020 because the value of each of the Company Loan Facility and CPM Loan Facilities
constitutes more than 20% of the Company's equity based on the Company's Financial Statements. With
regard to the CPM Loan Facilities, based on Article 30 letter a of POJK 17/2020, in the event that a Material
Transaction is carried out by a controlled company that is not a publicly traded company and its financial
statements are consolidated with a publicly traded company, a publicly traded company is required to carry
out the procedures stipulated in POJK 17/2020. Based on the Company's Financial Statements, CPM is a
controlled company of the Company with the Company's share ownership in CPM amounting to 96.97%.
Furthermore, each of the Company Loan Facility and CPM Loan Facilities is an Affiliated Transaction as
referred to in POJK 42/2020, but is not a Conflict of Interest Transaction as referred to in POJK 42/2020.
Pursuant to Article 33 letter a of POJK 17/2020, if a Material Transaction is also an Affiliated Transaction,
the Company is only required to comply with the obligations of a Material Transaction as regulated under
POJK 17/2020.
Pursuant to Article 6 paragraph (1) in conjunction with Article 14 letter a of POJK 17/2020, a publicly traded
company with positive equity that conducts a Material Transaction and an Affiliated Transaction are
required to:
1. appoint an independent appraiser to determine the fair value of the object(s) of the Material
Transaction and/or the fairness of the Material Transaction;
2. announce the disclosure of information on the Material Transaction to the public;
3. submit the disclosure of information as referred to in point 2 above, along with its supporting
documents to the OJK; and
4. initially obtain the approval of the independent shareholders in a General Meeting of Shareholders
(“GMS”) if (i) the value of the Material Transaction exceeds 50% of the equity of the publicly traded
company, or (ii) the appraiser’s report states that the proposed Material Transaction is not fair.
5
Page 6
However, pursuant to Article 11 letters b and c of POJK 17/2020, the Company is not required to engage
an independent appraiser to determine the fair value of the object of the Material Transaction and/or the
fairness of the Material Transaction as referred to in item 1 above, nor to obtain the approval of the
independent shareholders in a GMS as referred to in item 4 above (in the event that the appraiser’s report
states that the proposed Material Transaction is not fair), because:
1. each of the Company Loan Facility and the CPM Loan Facilities is a loan transaction received directly
by the Company and CPM from banks; and
2. each of the Company Loan Facility and the CPM Loan Facilities is a security-granting transaction in
favor of the banks for loans received directly by the Company and CPM.
Therefore, in order to comply with Article 6 paragraph (1) letter b of POJK 17/2020, and to provide more
comprehensive information to the Company’s Shareholders regarding the Company Loan Facility and the
CPM Loan Facilities, the board of directors has made available the information on the Company Loan Facility
and the CPM Loan Facilities by announcing this Disclosure of Information to the Shareholders.
INFORMATION ON THE TRANSACTION
1. Objects and Value of the Transaction
The Company Loan Facility and CPM Loan Facilities.
2. Brief Description of Transaction
The Company as the borrower of the Company Loan Facility and the guarantor for the CPM Facilities
Agreement, and CPM as the borrower of the CPM Loan Facilities and the guarantor for the Company
Facility Agreement, have executed the Company Facility Agreement and the CPM Facilities Agreement,
with main provisions as follows:
Company Facility Agreement CPM Facilities Agreement
The Parties 1. Company as the borrower; 1. CPM as the borrower;
2. CPM as the guarantor; 2. Company as the guarantor;
3. BBL, Bank Permata, BCA, and Bank 3. BBL, Bank Permata, BCA, and Bank
Mega as the mandated lead Mega as the mandated lead
arrangers; arrangers;
4. BBL, Bank Permata, BCA, and Bank 4. BBL, Bank Permata, BCA, and Bank
Mega as the original lenders; Mega as the original lenders;
5. BCA as the facility agent; and 5. Bank Permata as the facility agent;
6. Bank Permata as the security agent. and
6. Bank Permata as the security agent.
Value of Loan The Company Loan Facility in an The CPM Loan Facility A and CPM Loan
Facilities aggregate amount of USD Facility B, in an aggregate amount of
200,000,000. USD 425,000,000.
Loan Facilities Until the final repayment date on 31 a. In relation to the CPM Loan Facility
Term December 2031. A, up to the final repayment date
falling on 31 December 2031; and
b. In relation to the CPM Loan Facility
B, on the scheduled repayment
date and subject to the terms of the
CPM Facilities Agreement.
6
Page 7
Company Facility Agreement CPM Facilities Agreement
Interest Interest for each interest period (3 months) is calculated based on the sum of (a) the
margin (as set out in each of the Company Facility Agreement and the CPM Facilities
Agreement) and (b) the applicable reference rate.
Securities Transaction securities for securing the financial obligations arising under the
Company Facility Agreement and/or the CPM Facilities Agreement (whether as
the securities for the relevant facilities agreement or as a shared security as
provided in the Security Sharing Agreement), among others:
1. pledge of PT Linge Mineral Resources (“LMR”) shares provided by each of (a)
Calipso Investment Pte. Ltd. and (b) PT Andalan Anugerah Sekarbumi;
2. pledge of PT Sukma Heksa Sinergi (“SHS”) shares provided by each of (a) PT
Bumi Sumberdaya Semesta and (b) SGQ Singapore Projects Holding Project
Pte. Ltd.;
3. pledge of CPM shares owned by the Company;
4. pledge over rights to designated bank accounts owned by each of the
Company and CPM;
5. fiducia security over receivables provided by CPM;
6. fiducia security over insurance claim proceeds provided by CPM;
7. fiducia security over moveable assets provided by CPM;
8. mortgage of certain land assets in the form of right of use certificate provided
by CPM (sertifikat hak pakai); and
9. corporate guarantee provided by the Company or CPM (as relevant).
Negative Subject to the further terms, conditions and exceptions set out in the Common
Covenants of Terms Agreement and/or the Company Facility Agreement and CPM Facilities
the Borrower Agreement, the Company and CPM are prohibited to, including but not limited to:
1. create or permit to subsist any security over any of its assets;
2. sell, transfer or otherwise dispose of any of its assets on terms whereby they
are or may be leased to or re-acquired;
3. create or allow any other arrangement with a similar effect to obtain
financing or acquiring assets;
4. carry out any transaction or series of transactions (whether related or
unrelated, and whether voluntary or involuntary) to dispose its assets;
5. become a creditor for financial obligations;
6. provide or allow to remain outstanding any guarantee with respect to any
obligation of any person;
7. incur or allow to remain outstanding any financial indebtedness; and
7
Page 8
Company Facility Agreement CPM Facilities Agreement
8. enter into any amalgamation, demerger, merger or corporate reconstruction,
acquisition of any company, business, assets or undertaking or make any
investment or enter into any joint venture.
3. Parties to the Transaction
a. Company
The Company is a listed limited liability company established under the laws of the Republic of
Indonesia and domiciled in Jakarta, established under the name PT Panorama Timur Abadi
pursuant to Deed of Establishment No. 3 dated 6 August 2003, drawn up before Syafrudin, S.H.,
Notary in Jakarta, which has obtained approval from the Minister of Justice of the Republic of
Indonesia (currently the MOL) by virtue of the Decree No. C-29705HT.01.01.TH.2003 dated 22
December 2003, which has been registered at the South Jakarta District Court under No. TDP
090315241576, No. 178/BH09.03/II/2004, dated 3 February 2004, and announced in the State
Gazette of the Republic of Indonesia (“State Gazette”) No. 23 dated 19 March 2004 and
Supplement to the State Gazette No. 2878 (“Company’s Deed of Establishment”).
The Articles of association of the Company have been amended several times and lastly amended
by Deed No. 178 dated 30 April 2025, drawn up before Jose Dima Satria, S.H., M.Kn., Notary in
South Jakarta, which has obtained approval from the MOL by virtue of the Decree No. AHU-
0031441.AH.01.02.Tahun 2025 dated 15 May 2025 and has been registered in the Company
Register at the Ministry of Law under No. AHU-0105898.AH.01.11.Tahun 2025 dated 15 May
2025 (“Company’s Deed No. 178/2025”).
The Company’s Deed of Establishment, together with the Company's articles of association as
lastly amended by Company’s Deed No. 178/2025, and all amendments thereof from time to time
are hereinafter referred to as the “Company’s Articles of Association”.
Business Activities
Pursuant to the Company’s Articles of Association, the Company’s business activities are engaged
in the fields of professional, scientific and technical activities, and wholesale trading.
To achieve the Company’s purposes and objectives, the Company may carry out its main business
activities as follows:
i. Head Office Activities (KBLI 70100);
ii. Other Management Consultancy Activities (KBLI 70209);
iii. Other Professional, Scientific and Technical Activities That Are Not Classified Elsewhere (KBLI
74909); and
iv. Wholesale Trade on a Fee or Contract Basis (KBLI 46100).
To achieve the Company’s purposes and objectives above, the Company may carry out supporting
business activities in the form of Holding Company Activities (KBLI 64200).
8
Page 9
Capital Structure and Shareholding Composition
As at the date of this Disclosure of Information, the Company’s capital structure and shareholding
composition are as follows:
Nominal Value
Series A IDR 625,- / shares Shareholding
Description Series B IDR 50,- / shares Percentage
Number of Shares Total Nominal Value (%)
(in units) (Rupiah)
Authorized Capital 405,943,267,594 35,000,000,000,000
Series A 25,570,150,644 15,981,344,152,500
Series B 380,373,116,950 19,018,655,847,500
Issued and Paid Up Capital
1. Emirates Tarian Global 35,592,738,434 data is not available 25.1
Ventures
2. Sugiman Halim 10,555,555,888 data is not available 7.44
3. CGS International Securities 7,194,818,600 data is not available 5.07
Singapore Pte Ltd
4. PT Bumi Resources Tbk 28,490,231,967 data is not available 20.09
(“BUMI”)
5. Public shareholders below 5% 59,950,695,449 data is not available 42.30
Total Issued and Paid Up Capital 141,784,040,338 21,792,038,637,200 100.00
Amount of Shares in Portfolio 264,159,227,256 13,207,961,362,800 -
Composition of the Board of Directors and Board of Commissioners
As at the date of this Disclosure of Information, the composition of the members of the board of
directors and board of commissioners of the Company is as follows:
Board of Directors
President Director : Agoes Projosasmito
Director : Fuad Helmy
Director : Muhammad Sulthon
Director : Herwin Wahyu Hidayat
Director : Adika Aryasthana Bakrie
Director : Adhika Andrayudha Bakrie
Director : Adrian Wicaksono
Director : Charles Daniel Gobel
Board of Commissioners
President Commissioner : Adika Nuraga Bakrie
Commissioner : Nalinkant Amratlal Rathod
Commissioner : Teguh Boentoro
Independent Commissioner : Drs. Kanaka Puradiredja
Independent Commissioner : Gories Mere
b. CPM
CPM is a limited liability company established under the laws of the Republic of Indonesia and
domiciled in Palu, Central Sulawesi, pursuant to Deed of Establishment No. 23 dated 11 April
1997, drawn up before Sulami Mustafa, S.H., Notary in Jakarta, which has been ratified by the
9
Page 10
Minister of Justice of the Republic of Indonesia (currently the MOL) by virtue of the Decree No. C2-
3005.HT.01.01.TH.97 dated 24 April 1997, which has been registered at the Company
Registration Office of South Jakarta under No. 788/BH.09.03/V/97 dated 1 July 1997, and
announced in the State Gazette No. 52 dated 1 July 1997 and Supplement to the State Gazette
No. 2556 (“CPM’s Deed of Establishment”).
The articles of association of CPM have been amended several times and lastly amended by Deed
No. 119 dated 25 July 2023, drawn up before Jose Dima Satria, S.H., M.Kn., Notary in South
Jakarta, which has obtained approval from the Minister of Law and Human Rights of the Republic
of Indonesia (currently the MOL) by virtue of the Decree No. AHU-AH.01.03-0096648 dated 25
July 2023 and has been registered in the Company Register at the Ministry of Law and Human
Rights of the Republic of Indonesia (currently the Ministry of Law) under No. AHU-
0141417.AH.01.11.Tahun 2023 dated 25 July 2023 (“Deed No. 119/2023”).
The CPM’s Deed of Establishment, together with the articles of association of CPM as lastly
amended by Deed No. 119/2023, as well as all amendments thereof from time to time, shall
hereinafter be referred to as the “CPM’s Articles of Association”.
Business Activity
Based on the CPM’s Articles of Association, CPM’s business activity is to engage in the mineral
mining business within the contract of work area approved by the Government of the Republic of
Indonesia.
Capital Structure and Shareholding Composition
As at the date of this Disclosure of Information, the capital structure and shareholding composition
of CPM are as follows:
Nominal Value
Series A IDR 2,340,- / shares
Description Series B IDR 10,145,- / shares %
Series C IDR 13,901,- / shares
Number of Shares Total Nominal Value (Rp)
Authorized Capital 50,500,000 709,487,000,000
Series A 100,000 234,000,000
Series B 1,400,000 14,203,000,000
Series C 50,000,000 695,050,000,000
Issued and Paid Up Capital
1. Company
Series A 75,000 175,500,000
Series B 1,400,000 14,203,000,000 96.9697
Series C 28,997,764 403,097,917,364
2. BUMI
Series A 24,999 58,497,660
3.0302
Series C 927,236 12,889,507,636
3. Enercorp Limited
(“Enercorp”)
Series A 1 2,340 0.0001
Total Issued and Paid Up Capital 31,425,000 430,424,425,000 100.00
Amount of Shares in Portfolio 19,075,000 279,062,575,000 -
10
Page 11
Composition of the Board of Directors and Board of Commissioners
As at the date of this Disclosure of Information, the composition of the board of directors and
board of commissioners of CPM is as follows:
Board of Directors
President Director : Raden Damar Kusumanto
Director : Agus Sitindaon
Director : Charles Daniel Gobel
Director : Yan Adriansyah
Board of Commissioners
President Commissioner : Adika Aryasthana Bakrie
Commisioner : Agoes Projosasmito
Commisioner : Adika Nuraga Bakrie
Commisioner : Fuad Helmy
Commisioner : Adrian Wicaksono
c. The Lenders under the Company Facility Agreement and the CPM Facilities Agreement
No. Lenders Domicile
1. Bangkok Bank Public Company Limited Bangkok Bank Public Company Limited,
Head Office, 24th Floor, No. 333, Silom
Road, Silom Sub-District, Bangkok District,
Bangkok 10500, Thailand.
2. PT Bank Permata Tbk World Trade Center II Building
Jl. Jend. Sudirman Kav. 29-31
Jakarta 12920
3. PT Bank Central Asia Tbk Menara BCA, Grand Indonesia
Jl. MH Thamrin No. 1
Jakarta 10310
4. PT Bank Mega Tbk Menara Bank Mega
Jl. Kapten Tendean No.12-14A
Jakarta 12970
4. Relationship and Nature of Affiliated Relationship
CPM is a subsidiary that is directly controlled by the Company, with the Company’s share ownership
in CPM amounting to 96.97%. The Company and CPM do not have any affiliated relationship with
Bank Permata, BBL, BCA, or Bank Mega.
11
Page 12
EXPLANATION, CONSIDERATIONS, AND REASONS FOR CARRYING OUT THE TRANSACTION, AS WELL AS
CONSIDERATIONS FOR CARRYING OUT THE TRANSACTION COMPARED TO A SIMILAR TRANSACTION
WITH A NON-AFFILIATED PARTY
The provision of the Company Loan Facility by the Lenders is intended, among others, to finance the capital
expenditure and working capital requirements of the Company and its subsidiaries (GM, LMR, SHS).
Furthermore, the provision of CPM Loan Facilities by the Lenders is intended for the purposes, among
others:
a. in relation to CPM Loan Facility A, it is provided for, among others:
i. repayment of existing loan facilities to the Company, which will be used by the Company to repay
loan facilities from Bank Mega; and
ii. capital expenditure requirements for CPM projects, namely the development and construction
related to (a) development of the CPM underground mining operation project and (b) expansion
of the CPM carbon-in-leach (CIL) production plant located in Poboya, Palu, Central Sulawesi;
b. in relation to CPM Loan Facility B, it is provided for, among others:
i. capital expenditure requirements of CPM, including those made to maintain CPM’s existing
operational capacity, permits, and licenses and including the exploration costs to support ongoing
production and infrastructure under the CPM Project; and
ii. working capital purposes.
In addition to the Material Transaction, each of the Company Loan Facility and CPM Loan Facilities
constitutes an Affiliated Transaction carried out for the purposes of granting of security, both by the
Company for the benefit of CPM as a subsidiary directly controlled by the Company (for CPM Loan Facilities)
and by CPM for the benefit of the Company (for the Company Loan Facility).
IMPACT OF THE TRANSACTION ON THE COMPANY’S FINANCIAL CONDITION
There is no material impact from the event, information, or material fact on the Company’s financial
condition arising from the provision of the Company Loan Facility and CPM Loan Facilities, except for the
obligation to pay interest and loan principal under the Company Loan Facility and the CPM Loan Facilities.
In addition, there is no material impact from the event, information, or material fact relating to the provision
of the Company Loan Facility and CPM Loan Facilities on the law and the business continuity of the
Company.
STATEMENT OF THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY
The board of directors and the board of commissioners of the Company, both individually and jointly,
hereby declare that:
1. each of the granting of security by the Company and CPM under the Company Facility Agreement and
CPM Facilities Agreement constitutes an Affiliated Transaction, but does not constitute a Conflict of
Interest Transaction as referred to in POJK 42/2020; and
2. all material information has been disclosed in this Disclosure of Information and no misleading
information has been disclosed in connection with the Company Loan Facility and CPM Loan Facilities.
12
Page 13
ADDITIONAL INFORMATION
Shareholders who wish to obtain further information in connection with the Company Loan Facility and
CPM Loan Facilities may contact the Company at its office at the following address:
PT Bumi Resources Minerals Tbk
th th
Bakrie Tower 6 and 10 Floor
Komplek Rasuna Epicentrum
Jl. H.R. Rasuna Said, Kuningan
South Jakarta 12940 - Indonesia
Telephone: (+62 21) 5794 5698
Fax: (+62 21) 5794 5687
E-mail: corporate.secretary@brm.co.id
13
Names mentioned 48 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×4
unresolved
org
PT Citra Palu Minerals
p.2
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.2
unresolved
org
Ministry of Law
p.3 ×4
unresolved
org
Minister of Law
p.3
unresolved
org
Ministry of Finance
p.3
unresolved
org
PT Ficomindo Buana Registrar
p.3
unresolved
org
PT Gorontalo Minerals
p.3
unresolved
org
Bangkok Bank Public Company Limited
p.3 ×3
unresolved
org
PT Linge Mineral Resources
p.7
unresolved
org
Calipso Investment Pte. Ltd.
p.7
unresolved
org
PT Andalan Anugerah Sekarbumi
p.7
unresolved
org
PT Sukma Heksa Sinergi
p.7
unresolved
org
PT Bumi Sumberdaya Semesta
p.7
unresolved
org
SGQ Singapore Projects Holding Project Pte. Ltd.
p.7
unresolved
org
PT Panorama Timur Abadi
p.8
unresolved
person
Syafrudin
· Notaris
p.8
unresolved
org
Minister of Justice
p.8 ×2
unresolved
org
South Jakarta District Court
p.8
unresolved
person
Jose Dima Satria
· Notaris
p.8 ×3
unresolved
org
Singapore Pte Ltd
p.9
unresolved
person
Drs. Kanaka Puradiredja Independent
p.9 ×2
unresolved
person
Sulami Mustafa
· Notaris
p.9
unresolved
org
Minister of Law and Human Rights
p.10
unresolved
org
Ministry of Law and Human Rights
p.10
unresolved
org
Government of the Republic of Indonesia
p.10
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
Rule parser
Needs review
confidence 0.091
3360 ms
12 Sep 2026 22:33
Raw output
{'appraiser_exempt': None,
'appraiser_name': '',
'assets': [],
'currency': None,
'fact_type': '',
'issuer_name': '',
'kind': 'MATERIAL_FACT',
'kjpp_name': '',
'letter_number': '',
'object_text': '',
'object_truncated': False,
'parties': [],
'pct_of_equity': None,
'reference_period': '',
'requires_rups': None,
'rups_date': None,
'ticker': '',
'transaction_date': None,
'valuation_date': None,
'value': None}