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INFORMATION DISCLOSURE TO SHAREHOLDERS
PT RAHARJA ENERGI CEPU TBK (THE “COMPANY”)
IN CONNECTION WITH THE PLANNED CAPITAL INCREASE WITHOUT PRE-EMPTIVE
RIGHTS
This information disclosure is provided by the Company in compliance with the Financial
Services Authority Regulation No. 14/POJK.04/2019 on the Amendment to the Financial
Services Authority Regulation No. 32/POJK.04/2015 on Capital Increases in Public
Companies with Preemptive Rights (“POJK No. 14/2019”).
PT Raharja Energi Cepu Tbk
Business Activities:
Conducting business activities in the fields of Holding Company Activities,
Other Management Consulting Activities, Oil Mining,
and Natural Gas Mining.
Head Office:
Office Park Thamrin Residences A01-05
Jl. Thamrin Boulevard, Kebon Melati, Tanah Abang
Jakarta Pusat, DKI Jakarta, 10220
Indonesia
Phone: (021) 23579812
Fax: (021) 23579812
Email: corsec@rec.co.id
Website: www.rec.co.id
If you have difficulty understanding the information contained in this Information
Disclosure or are unsure about making a decision, please consult a securities broker,
investment manager, legal advisor, public accountant, or other professional advisor.
The Company’s Board of Directors and Board of Commissioners, both individually and
collectively, are fully responsible for the completeness and accuracy of all material
information or facts contained in this Information Disclosure and affirm that the
information presented herein is accurate and that there are no material facts omitted that
could render the material information in this Information Disclosure inaccurate and/or
misleading.
This Information Disclosure was published in Jakarta on July 30, 2026
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DEFINITIONS AND ABBREVIATIONS
“Affiliate” : Affiliate refers to:
a. family relationships by marriage up to the second degree,
both horizontally and vertically, which is the relationship
of a person with:
1. their spouse;
2. the parents of their spouse and the spouses of their
children;
3. the grandparents of their spouse and the spouses of
their grandchildren;
4. the siblings of their spouse and the spouses of such
siblings; or
5. the spouse and siblings of the relevant person;
b. family relationships by bloodline up to the second degree,
both horizontally and vertically, which is the relationship
of a person with:
1. their parents and children;
2. their grandparents and grandchildren; or
3. their siblings;
c. a relationship between a party and its employees,
directors, or commissioners;
d. a relationship between two or more companies in which
one or more members of the board of directors,
management, board of commissioners, or supervisory
board are the same;
e. a relationship between a company and a party, whether
directly or indirectly, by any means, where one controls or
is controlled by the other in determining the management
and/or policies of the company or such party;
f. a relationship between two or more companies that are
controlled, directly or indirectly, by the same party in
determining the management and/or policies of such
companies; or
g. a relationship between a company and its principal
shareholder, being a party that directly or indirectly owns
at least 20% (twenty percent) of the voting shares of the
company.
“Affiliated Transaction” : Any activity and/or transaction conducted by the Company
or a Controlled Company with an Affiliate of the 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 the Company or a Controlled Company for the
benefit of an Affiliate of the 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.
“Board of : The corporate body responsible for exercising general and/or
Commissioners” specific oversight in accordance with the articles of
incorporation and for advising the company’s Board of
Directors.
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“Board of Directors” : The corporate body authorized and fully responsible for
managing the company in the company’s best interests, in
accordance with the company’s purpose and objectives, and
for representing the company, both in and out of court, in
accordance with the provisions of the company’s articles of
incorporation.
“Company” : PT Raharja Energi Cepu Tbk, domiciled in Central Jakarta, a
public company whose shares are listed on the Indonesia
Stock Exchange, established under the laws of the Republic
of Indonesia.
“Company Law” : Law No. 40 of 2007 on Limited Liability Companies, as
amended.
“Conflict of Interest : Transactions entered into by the Company or a Controlled
Transaction” Company with any party, whether an Affiliate or a non-
Affiliate, that involve a conflict between the Company’s
economic interests and the personal economic interests of
members of the Board of Directors, members of the Board of
Commissioners, principal shareholders, or Controller, which
could be detrimental to the Company.
“Controlled Company” : A company that is controlled, either directly or indirectly, by
the Company.
“Controller” : A party that, either directly or indirectly:
a. holds more than 50% (fifty percent) of the company’s total
fully paid-up shares with voting rights; or
b. has the ability to determine, either directly or indirectly,
by any means, the management and/or policies of the
company.
“EGMS” : Extraordinary General Meeting of the Company’s
Shareholders.
“Financial Services : An independent agency whose functions, duties, and
Authority” or “OJK” authorities include regulation, supervision, examination, and
investigation in the capital markets, insurance, pension
funds, financing institutions, and other financial services
institutions as referred to in Law No. 21 of 2011 on the
Financial Services Authority, as amended.
“GMS” : General Meeting of the Company’s Shareholders.
“Independent : A shareholder who has no personal economic interest in a
Shareholder(s)” particular transaction, and who: (i) is not a member of the
Board of Directors, a member of the Board of Commissioners,
a principal shareholder, or a Controller; or (ii) is not an
affiliate of a member of the Board of Directors, a member of
the Board of Commissioners, a principal shareholder, or a
Controller.
“Indonesia Stock : A stock exchange, as defined in Article 1 number 4 of Law No.
Exchange” or “IDX” 8 of 1995 on Capital Market, as amended, in this case
operated by PT Bursa Efek Indonesia, domiciled in Jakarta.
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“Information : This Information Disclosure is provided to the Company’s
Disclosure” Shareholders in compliance with POJK No. 14/2019.
“Material Transaction” : Any transaction conducted by the Company or a Controlled
Company that meets the value thresholds as stipulated in
POJK No. 17/2020.
“MOL” : The Minister of Law of the Republic of Indonesia, previously
known as the Minister of Law and Human Rights of the
Republic of Indonesia.
“PMTHMETD” : Capital Increase without Preemptive Rights, which refers to an
increase in the Company’s capital conducted without granting
existing shareholders the right to subscribe to the securities
to be issued on a preemptive basis, as provided for in Articles
8A, 8B, and 8C of POJK No. 14/2019.
“POJK No. 15/2020” : OJK Regulation No. 15/POJK.04/2020 on the Planning and
Conduct of General Shareholders’ Meetings of Public
Companies.
“POJK No. 17/2020” : OJK Regulation No. 17/POJK.04/2020 on Material
Transactions and Changes in Business Activities.
“POJK No. 42/2020” : OJK Regulation No. 42/POJK.04/2020 on Affiliated
Transactions and Conflicts of Interest Transactions.
“Regulation No. I-A” : IDX Board of Directors Decision No. Kep-00045/BEI/03-2026
dated March 31, 2026, on the Amendment to Regulation No.
I-A on the Listing of Shares and Equity-Type Securities Other
Than Shares Issued by Listed Companies, along with its
Annexes.
“Rp” : The current legal currency of the Republic of Indonesia.
“Shareholder(s)” : Parties who hold an interest in the Company’s shares, whether
in the form of physical certificates or in a collective custody
arrangement held and administered in a securities account
with the Indonesian Central Securities Depository (Kustodian
Sentral Efek Indonesia), and who are listed in the Company’s
Shareholder Register administered by the Shares Registrar
designated by the Company.
“Trading Days” : Monday through Friday, unless such a day is a national
holiday or is designated as a holiday by the IDX.
INTRODUCTION
The Company, domiciled in Central Jakarta, is a public limited liability company established
under and governed by the laws of the Republic of Indonesia pursuant to Deed No. 7 dated
October 16, 2006, executed before Ny. Indah Setyaningsih, S.H., a Notary in Jakarta, and
ratified by the MOL pursuant to Decree No. W7-06263. HT.01.01.TH 2007 dated June 7,
2007.
The Company’s Articles of Association have been amended several times, with the most recent
amendment set forth in Deed No. 18 dated September 20, 2024, executed before Rini Yulianti,
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S.H., a Notary in East Jakarta, which has been approved by the MOL pursuant to Decree No.
AHU-0059751.AH.01.02. 2024 dated September 20, 2024, and the notification of which was
received pursuant to the Letter of Receipt of Notification of Amendments to the Articles of
Association No. AHU-AH.01.03-0193996 dated September 20, 2024, as well as the Letter of
Receipt of Notification of Changes to the Company’s Data No. AHU-AH.01.09-0254185 dated
September 20, 2024 (“Deed No. 18/2024”).
Pursuant to Article 3 of the Company’s Articles of Association, the Company’s purpose and
objectives are to engage in the following business activities: holding company activities, other
management consulting activities, oil mining, and natural gas mining. To achieve these
purposes and objectives, the Company may carry out the following business activities:
Main Business Activities:
a. Holding Company Activities (KBLI 64200); and
b. Other Management Consulting Activities (KBLI 70209)
Supporting Business Activities:
a. Oil Mining (KBLI 06100); and
b. Natural Gas Mining (KBLI 06201).
Capital and Shareholder Structure of the Company
Pursuant to Deed No. 18/2024, the Company’s authorized capital is divided into
10,000,000,000 (ten billion) shares with a par value of Rp10 (ten Rupiah) per share. Based
on the Company’s Shareholder Register as of June 30, 2026, issued by PT Ficomindo Buana
Registrar as the Company’s Shares Registrar, the Company’s capital structure and
shareholder composition are as follows:
Shareholders Name Number of Shares Nominal Value (Rp) %
Authorized Capital 10.000.000.000 100.000.000.000
Issued and Paid-up Capital
1) PT Rukun Raharja Tbk 1.864.621.000 18.646.210.000 68,68
2) Alexandra Sinta 50.000 500.000 0,00
Wahjudewanti
3) Adrian Hartadi 3.600 36.000 0,00
4) Public 850.379.2000 8.503.792.000 31,32
Issued and Paid-up Capital 2.715.053.800 27.150.538.000 100,00
Total
Portfolio Shares 7.284.946.200 72.849.462.000
The following is a diagram showing the Company’s ownership structure up to the individual
level as of June 30, 2026
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The Company’s current Controller is Mr. Hapsoro, through PT Rukun Raharja Tbk, which is
the Company’s principal shareholder.
Composition of the Company’s Board of Commissioners and Board of Directors
Pursuant to the Deed of Statement of the Company’s Meeting Resolution No. 35 dated April
30, 2025, executed before Rini Yulianti, S.H., a Notary in East Jakarta, the notification of
which was received by the MOL pursuant to the Letter of Receipt of Notification of Changes
to the Company’s Data No. AHU-AH. 01.09-0221474 dated May 5, 2025, and registered in
the Company Register No. AHU-0097145.AH.01.11.Year 2025 dated May 5, 2025, the
composition of the Company’s Board of Commissioners and Board of Directors as of the date
of publication of this Information Disclosure is as follows:
Board of Commissioners:
President Commissioner : Orias Petrus Moedak
Commissioner : Merly
Independent Commissioner : Taufik Ahmad
Board of Directors:
President Director : Sumantri
Director : Alexandra Sinta Wahjudewanti
Director : Adrian Hartadi
INFORMATION ON THE PLANNED CAPITAL INCREASE WITHOUT PREEMPTIVE
RIGHTS
Reasons and Objectives of the PMTHMETD
In order to develop the Company’s business activities and to seize opportunities for potential
expansion, the Company deems it necessary to strengthen its capital structure. Therefore,
the Company intends to issue a maximum of 271,505,380 (two hundred seventy-one million
five hundred five thousand three hundred eighty) shares, or up to 10% (ten percent) of the
total number of shares that have been issued and fully paid up, or the paid-in capital as
stated in the amendment to the articles of association that has been notified to and accepted
by the competent MOL at the time of the announcement of the EGMS (“New Shares”) through
the PMTHMETD, subject to the approval of the Independent Shareholders at the EGMS.
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Through the PMTHMETD, the Company is expected to secure alternative sources of funding
for the Company’s benefit.
Estimated Implementation Period for the PMTHMETD
In accordance with the provisions of Article 8C paragraph (1) letter (a) of POJK No. 14/2019,
the PMTHMETD will be carried out within a period of 2 (two) years from the date the EGMS
approves the PMTHMETD. The implementation of the PMTHMETD will be contingent upon,
subject to, and will proceed only upon obtaining the approval of the Independent
Shareholders at the Company’s EGMS, in accordance with the applicable laws and
regulations in Indonesia.
Plan for the Use of PMTHMETD Proceeds
In order to strengthen the Company’s capital structure while providing flexibility to capitalize
on business development and expansion opportunities, the Company intends to conduct the
PMTHMETD. All funds raised by the Company through the PMTHMETD will be used for the
following purposes:
a) working capital for the Company and the Company’s group, including but not limited
to employee expenses, professional service fees, tax liabilities, and financial expenses;
and/or
b) the development of the Company’s and the Company’s group’s business activities,
which may be carried out through, among other things, capital expenditures, share
purchases, asset acquisitions, equity investments, the granting of loans, and/or other
forms of transactions deemed appropriate, in one or more companies operating in
industries that are aligned with, related to, and/or supportive of the business activities
of the Company and the Company’s group.
If the planned use of proceeds from the PMTHMETD is subsequently classified as an Affiliated
Transaction, a Conflict of Interest Transaction, and/or a Material Transaction, the Company
will fulfill all obligations and comply with the legal consequences as stipulated in the Capital
Market laws and regulations in effect at that time.
The Company will also comply with all applicable laws in Indonesia regarding the
implementation of the PMTHMETD, including but not limited to Regulation No. I-A, Law No.
8 of 1995 on the Capital Market (as amended from time to time), and the Company Law.
Issuance of New Shares and New Share Price
The exercise price for the issuance of New Shares under the PMTHMETD refers to the
provisions in Regulation No. I-A. The exercise price of the Company’s New Shares shall be at
least 90% (ninety percent) of the average closing price of the Company’s shares over a period
of 25 (twenty-five) consecutive Trading Days on the regular market prior to the date the
application for listing of the New Shares resulting from the PMTHMETD is submitted to the
IDX.
In connection with the issuance of New Shares under the PMTHMETD, the Company’s
shareholders may grant power of attorney and authority to the Company’s Board of Directors,
with the right of substitution, to declare the issuance of such shares effective by amending
the Company’s articles of association.
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Capital Structure and Share Ownership Before and After the Implementation of the
Planned PMTHMETD
In connection with the PMTHMETD, the Company intends to issue a maximum of
271,505,380 (two hundred seventy-one million five hundred five thousand three hundred
eighty) shares, or up to 10% (ten percent) of the total issued and fully paid-in shares or paid-
in capital as stated in the amendment to the articles of association that has been notified to
and accepted by the competent MOL at the time of the announcement of the EGMS, to be
issued from the Company’s portfolio shares with a par value of Rp10 per share.
The pro forma capital structure and share ownership of the Company before and after the
implementation of the PMTHMETD, assuming that the Company issues 271,505,380 (two
hundred seventy-one million five hundred five thousand three hundred eighty) shares, are as
follows:
Description Before PMTHMETD After PMTHMETD
Number of Number of
Nominal (Rp) % Nominal (Rp) %
Shares Shares
Authorized
10.000.000.000 100.000.000.000 10.000.000.000 100.000.000.000
Capital
Issued and
Paid-up
Capital
1) PT Rukun
1.864.621.000 18.646.210.000 68,68 1.864.621.000 18.646.210.000 62,43
Raharja Tbk
2) Alexandra
Sinta 50.000 500.000 0 50.000 500.000 0
Wahjudewanti
3) Adrian
3.600 36.000 0 3.600 36.000 0
Hartadi
4) Public 850.379.200 8.503.792.000 31,32 850.379.200 8.503.792.000 28,47
5)
PMTHMETD - - - 271.505.380 2.715.053.800 9,09
Investor *
Issued and
Paid-up 2.715.053.800 27.150.538.000 100 2.986.559.180 29.865.591.800 100
Capital Total
Portfolio
7.284.946.200 72.849.462.000 7.013.440.820 70.134.408.200
Shares
*As of the date of publication of this Information Disclosure, no prospective investor has
expressed interest in the New Shares issued through the Company’s PMTHMETD, and therefore
the Company is unable to disclose any affiliate relationships between prospective investors and
the Company. Information regarding prospective investors, including the existence or absence
of an affiliate relationship between the prospective investors and the Company, will be
disclosed in accordance with the provisions of Article 43A of POJK No. 14/2019.
Furthermore, in accordance with POJK No. 14/2019, the issuance of New Shares through
the PMTHMETD must be completed within 2 (two) years from the date of the EGMS that
approved the PMTHMETD. The Company will announce to the public and notify the OJK
regarding the implementation of the PMTHMETD no later than 5 (five) business days prior to
the implementation of the PMTHMETD through the IDX website and the Company’s website.
Meanwhile, there will be no change in control of the Company following the implementation
of the planned PMTHMETD.
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Impact of the PMTHMETD
The issuance of new shares through the PMTHMETD will increase the number of shares
issued by the Company, which is expected to enhance the liquidity of the Company’s shares.
The implementation of the PMTHMETD will also provide additional funds for the Company to
support the development of its business activities and strengthen its capital structure. These
benefits will indirectly increase value for the Company’s shareholders.
Once the PMTHMETD becomes effective, the share ownership percentage of the Company’s
current shareholders will be diluted by a maximum of 9.09% (nine point zero nine percent).
ANALYSIS OF THE EFFECTS OF CAPITAL INCREASES ON FINANCIAL CONDITIONS
AND SHAREHOLDERS
The PMTHMETD will be implemented with a consideration to realizing potential economic
benefits and creating value for the Company and its shareholders in the future. This plan is
part of the Company’s strategic efforts to strengthen its capital structure while securing
alternative sources of funding to support the expansion of its business operations.
The PMTHMETD plan will not have a material adverse effect on the Company’s financial
condition. On the contrary, the implementation of PMTHMETD is expected to have a positive
impact in the form of an increase in paid-in capital, a strengthening of the equity base, and
an improvement in the liquidity of the Company’s shares.
EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS (EGMS)
The EGMS of the Company on the planned PMTHMETD will be held on:
Day, Date : Tuesday, 8 September 2026
Time : 10.00 - finish
Place : Cityloog Hotel Tebet
Jl. Dr. Saharjo No.191, Manggarai Sel., Jakarta12960
The agendas for the EGMS are as follows:
1. Approval of the Company’s plan to conduct PMTHMETD through the issuance of new
shares in accordance with the provisions of POJK No. 14/2019.
2. Approval of amendment to Article 4 paragraph (2) of the Company’s Articles of
Association in connection with the issuance of shares under the aforementioned
PMTHMETD.
In accordance with POJK No. 14/2019, the Company may only carry out the PMTHMETD by
obtaining the approval of Independent Shareholders through an EGMS. The Company’s
EGMS will be held in accordance with the procedures set forth in POJK No. 15/2020. The
attendance quorum and decision-making quorum for the first agenda of the EGMS are
governed by Article 8A of POJK No. 14/2019, with the following provisions:
a) The meeting may be held if it is attended by more than 1/2 (one-half) of the total number
of shares with valid voting rights held by Independent Shareholders.
b) The resolution of the meeting referred to in subparagraph a is valid if approved by more
than 1/2 (one-half) of the total number of shares with valid voting rights held by
Independent Shareholders.
c) If the quorum referred to in subparagraph a is not met, a second meeting may be held if
the meeting is attended by more than 1/2 (one-half) of the total number of shares with
valid voting rights held by Independent Shareholders.
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d) The resolution of the second meeting is valid if approved by more than 1/2 (one-half) of
the total number of shares with valid voting rights held by Independent Shareholders
present at the second meeting.
e) If the attendance quorum for the second meeting, as referred to in subparagraph c, is
not met, a third meeting may be held, provided that the third meeting is valid and has
the authority to make decisions if it is attended by Independent Shareholders holding
valid voting shares, in accordance with the attendance quorum established by the OJK
at the Company’s request.
f) The resolution of the third meeting is valid if it is approved by Independent Shareholders
representing more than 50% (fifty percent) of the shares held by the Independent
Shareholders present at the third meeting.
The attendance quorum and decision-making quorum for the second agenda of the EGMS
are governed by Article 42 of POJK No. 15/2020, with the following provisions:
a) The meeting may be held if it is attended by Shareholders representing at least 2/3 (two-
thirds) of the total number of shares with valid voting rights.
b) The resolution of the meeting referred to in subparagraph a is valid if approved by more
than 2/3 (two-thirds) of the total number of shares with valid voting rights.
c) If the quorum referred to in subparagraph a is not met, a second meeting may be held if
the meeting is attended by Shareholders representing at least 3/5 (three-fifths) of the
total number of shares with valid voting rights.
d) The resolution of the second meeting is valid if approved by more than 1/2 (one-half) of
the total number of shares with valid voting rights present at the second meeting.
e) If the attendance quorum for the second meeting, as referred to in subparagraph c, is
not met, a third meeting may be held, provided that the third meeting is valid and has
the authority to make decisions if it is attended by Shareholders holding valid voting
shares, in accordance with the attendance quorum established by the OJK at the
Company’s request.
The PMTHMETD must be completed within 2 (two) years from the date of the EGMS that
approved the PMTHMETD.
STATEMENT BY THE BOARD OF COMMISSIONERS AND THE BOARD OF
DIRECTORS OF THE COMPANY
The Company’s Board of Directors and Board of Commissioners, both individually and
collectively, are fully responsible for the completeness and accuracy of all material
information or facts contained in this Information Disclosure and affirm that the information
presented herein is accurate and accountable and that there are no material facts omitted
that could render the material information in this Information Disclosure inaccurate and/or
misleading.
The Company’s Board of Directors and Board of Commissioners have carefully reviewed the
planned PMTHMETD, including weighing the risks and benefits of PMTHMETD against the
interests of the Company and all shareholders, and have concluded that PMTHMETD is one
of the best options for the Company and all shareholders.
ADDITIONAL INFORMATION
Shareholders of the Company who require further information regarding this Information
Disclosure may contact the Company during business days and hours at:
Head Office:
Office Park Thamrin Residences A01-05
Jl. Thamrin Boulevard, Kebon Melati, Tanah Abang
Page 11
Jakarta Pusat, DKI Jakarta, 10220
Indonesia
Phone: (021) 23579812
Fax: (021) 23579812
Email: corsec@rec.co.id
Website: www.rec.co.id
PT Raharja Energi Cepu Tbk
Sumantri
President Director
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Financial Services Authority
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Indonesia Stock Exchange
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Minister of Law and Human Rights
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Sentral Efek Indonesia
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Indah Setyaningsih
· Notaris
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PT Ficomindo Buana Registrar
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Rini Yulianti
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PT Rukun
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Dr. Saharjo
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