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AMENDMENT AND/OR ADDITION TO THE DISCLOSURE OF INFORMATION TO SHAREHOLDERS
OF
PT GARUDA MAINTENANCE FACILITY AERO ASIA TBK
ON THE PROPOSED CAPITAL INCREASE BY WAY OF PRE-EMPTIVE RIGHTS II
AND MATERIAL TRANSACTION
INFORMATION AS CONTAINED IN THIS AMENDMENT AND/OR ADDITION TO THE DISCLOSURE OF
INFORMATION IS IMPORTANT TO BE READ AND CONSIDERED BY SHAREHOLDERS OF PT GARUDA
MAINTENANCE FACILITY AERO ASIA TBK.
THIS AMENDMENT AND/OR ADDITION TO THE DISCLOSURE OF INFORMATION IS 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 FINANCIAL SERVICES
AUTHORITY REGULATION NO. 14/POJK.04/2019 ON AMENDMENT TO THE FINANCIAL SERVICES AUTHORITY
REGULATION NO. 32/POJK.04/2015 ON CAPITAL INCREASE OF PUBLIC COMPANIES WITH PRE-EMPTIVE
RIGHTS AND THE FINANCIAL SERVICES AUTHORITY REGULATION NO. 17/POJK.04/2020 ON MATERIAL
TRANSACTIONS AND CHANGES IN BUSINESS ACTIVITIES.
IF YOU FIND DIFFICULTIES IN UNDERSTANDING THE INFORMATION CONTAINED HEREIN, THIS AMENDMENT
AND/OR ADDITION TO THE DISCLOSURE OF INFORMATION YOU SHOULD CONSULT WITH YOUR BROKER,
INVESTMENT MANAGER, LEGAL COUNSEL, PUBLIC ACCOUNTANT, FINANCIAL ADVISOR OR OTHER
PROFESSIONAL ADVISOR.
PT GARUDA MAINTENANCE FACILITY AERO ASIA TBK
Business Activities:
Engaged in aircraft maintenance, repair and overhaul services, wholesale trade in air transport
equipment and supplies, airport activities and leasing and rental activities.
Domiciled in Tangerang, Indonesia
Head Office
2nd Floor, South Lobby, Hangar 4 PT Garuda Maintenance Facility Aero Asia Tbk
Soekarno-Hatta International Airport Office Area
Tangerang 15125, Indonesia
Phone: (021) 550 8717
Fax.: (021) 550 10461
Website: www.gmf-aeroasia.co.id
E-mail: corporate.secretary@gmf-aeroasia.co.id
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY, BOTH INDIVIDUALLY
AND COLLECTIVELY, ARE FULLY RESPONSIBLE FOR THE ACCURACY AND COMPLETENESS OF THE
INFORMATION AS DISCLOSED HEREIN AND AFTER CAREFUL RESEARCH, CONFIRM THAT THE INFORMATION
CONTAINED IN THIS AMENDMENT AND/OR ADDITION TO THE DISCLOSURE OF INFORMATION IS CORRECT
AND THERE ARE NO IMPORTANT MATERIAL AND RELEVANT FACTS THAT ARE NOT DISCLOSED OR OMITTED
IN THIS AMENDMENT AND/OR ADDITION TO THE DISCLOSURE OF INFORMATION SO AS TO CAUSE THE
INFORMATION PROVIDED IN THIS AMENDMENT AND/OR ADDITION TO THE DISCLOSURE OF INFORMATION
TO BE UNTRUE AND/OR MISLEADING.
This Amendment and/or Addition to the Disclosure of Information issued in Tangerang, 22 October
2025
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DEFINITION
“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 (two) or more companies in which there
are 1 (one) 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 the party in determining the management and/or policy of the
company or the party concerned;
6. the relationship between 2 (two) or more companies that are
controlled, either directly or indirectly, in determining the
management and/or policies of the company by the same party;
or
7. the relationship between a company and its major shareholder,
which is a party that directly or indirectly owns at least 20%
(twenty percent) of the voting shares of the said company,
as defined in P2SK Law.
“API” : PT Angkasa Pura Indonesia.
“API’s Asset” Land covering an area of ± 972,123 m2 (nine hundred seventy two
thousand one hundred twenty three square meters), being part of
Right to Manage (Hak Pengelolaan) No. 1/Pajang registered on
behalf of Perum Angkasa Pura II (now known as PT Angkasa Pura
Indonesia), located in the Garuda Maintenance Facility (GMF) Area,
Soekarno-Hatta International Airport Complex, Benda Sub-District,
Benda District, Tangerang City, Banten Province, which is currently
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in the process of being waived from its Right to Manage (Hak
Pengelolaan) status to the Republic of Indonesia and for which a land
title in the form of a HGB shall be applied for in the name of PT
Angkasa Pura Indonesia.
“BAE” or “Share Registrar” : Share Registrar.
“IDX” : PT Bursa Efek Indonesia.
“BNRI” : State Gazette of the Republic of Indonesia.
“BUMN” : State-Owned Enterprise (Badan Usaha Milik Negara).
“Board of : An organ of the company that is in charge of conducting general
Commissioners” and/or special supervision in accordance with the company's articles
of association and advising the Board of Directors.
“Board of Directors” : An organ of the company which is authorized and fully responsible
for the management of the company for the benefit of the company,
in accordance with the purposes and objectives of the company and
represents the company, both inside and outside the court in
accordance with the provisions of the company's articles of
association.
“DPS” or “Shareholders : Shareholders Register.
Register”
“GIAA” : PT Garuda Indonesia (Persero) Tbk.
“HGB” : Right to Build (Hak Guna Bangunan).
“HMETD” : Pre-emptive Right.
“HPL” : Right to Manage (Hak Pengelolaan).
“KBLI” : Standard Classification of Indonesian Business Fields as stipulated
in the Regulation of the Central Bureau of Statistics No. 2 of 2020 on
the Standard Classification of Indonesian Business Fields.
“Ministry of Law” : Ministry of Law of the Republic of Indonesia (previously Ministry of
Law and Human Rights of the Republic of Indonesia or “MLHR”).
“Ministry of ATR/BPN” : Ministry of Agrarian and Spatial Planning / National Land Agency of
the Republik of Indonesia.
“Disclosure of : The Disclosure of Information dated 17 September 2025, containing
Information” information related to the Proposed PMHMETD II (as defined below),
has been prepared in order to comply with the provisions of POJK
32/2015 (as defined below), as amended by Amendment and/or
Addition to the Disclosure of Information dated 13 October 2025 and
as recently set out in this Amendment and/or Addition to the
Disclosure of Information.
“KSEI” : PT Kustodian Sentral Efek Indonesia.
“KJPP” : Public Appraisal Services Office.
“MOL” : Minister of Law of the Republic of Indonesia (previously Minister of
Law and Human Rights of the Republic of Indonesia, “MOLHR”).
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“MRO” : Maintenance, repair, and overhaul.
“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 accepts 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 of the OJK Law.
“Rule I-A” : IDX Regulation No. I-A, Attachment to the Decree of the Board of
Directors of IDX No. Kep-00101/BEI/12-2021 dated 21 December
2021 on the Listing of Shares and Equity Securities Other than
Shares Issued by Listed Companies.
“PR 13/2018” Presidential Regulation No. 13 of 2018 on the Implementation of the
Know Your Beneficial Owner Principle by Corporation for the
Purpose of Prevention and Eradication of Money Laundering and
Terrorism Financing.
“Company” : PT Garuda Maintenance Facility Aero Asia Tbk, a public limited
liability company listed on the IDX, domiciled in Tangerang.
“PMHMETD II” : Capital Increase with Pre-emptive Rights.
“POJK 9/2018” : OJK Regulation No. 9/POJK.04/2018 on the Acquisition of Publicly
Traded Companies.
“POJK 14/2025” : OJK Regulation No. 14 of 2025 on the Implementation of Electronic
General Meetings of Shareholders, General Meetings of
Bondholders, and General Meetings of Sukuk Holders.
“POJK 15/2020” : OJK Regulation No. 15/POJK.04/2020 on Planning and Organization
of General Meetings of Shareholders by Publicly Traded Companies.
“POJK 17/2020” : OJK Regulation No. 17/POJK.04/2020 on Material Transaction and
Changes of Business Activities.
“POJK 28/2021” : OJK Regulation No. 28/POJK.04/2021 on the Assessments and
Presentation of the Property Assessment Reports within the Capital
Market Sector.
“POJK 32/2015” : OJK Regulation No. 32/POJK.04/2015 on the Capital Increase of
Public Companies with Pre-emptive Rights as amended by OJK
Regulation No. 14/POJK.04/2019 on the Amendment to the OJK
Regulation No. 32/POJK.04/2015 on the Capital Increase of Public
Companies with Pre-emptive Rights.
“POJK 35/2020” : OJK Regulation No. 35/POJK.04/2020 on the Appraisal and
Presentation of Business Appraisal Reports in the Capital Market.
“POJK 42/2020” : OJK Regulation No. 42/POJK.04/2020 on the Affiliated Transactions
and Conflict of Interest Transactions.
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“Proposed Transaction” : Proposed PMHMETD II and Proposed In-kind Contribution as
described in the Disclosure of Information.
“Rupiah” or “IDR” : A reference to the legal currency of the Republic of Indonesia, the
Rupiah.
“GMS” : General Meeting of Shareholders.
“EGMS” : Extraordinary GMS.
“SEOJK 33/2021” : OJK Circular Letter No. 33/SEOJK.04/2021 on the Guidelines for the
Assessments and Presentation of the Property Assessment Reports
within the Capital Market Sector.
“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 : Transactions carried out by a publicly traded company or controlled
Transaction” company with any party, either with Affiliates or parties other than
Affiliates that contain conflicts of interest, as defined in POJK
42/2020.
“Material Transaction” : Any transaction carried out by a publicly traded company or
controlled company that meets the threshold as stipulated in POJK
17/2020.
“P2SK Law” : Law No. 4 of 2023 on the Development and Strengthening of
Financial Sector.
INTRODUCTION
As a company engaged in the maintenance and repair of aircraft, in conducting its business activities
the Company utilizes (i) the hangar I building and annex I, (ii) the hangar II building and annex II, (iii)
the hangar III building and annex III, and (iv) supporting facilities in the form of other ancillary buildings,
complementary infrastructure such as driveway pavement, fencing, and building auxiliary machinery,
all of which located on the API’s Asset.
In strengthening and growing its business, the Company continually undertakes improvements to its
equity position, one of which is the by conducting the Proposed PMHMETD II whereby API will
participate by contributing the API’s Asset to the Company on a non-cash (in-kind) basis. Accordingly,
upon implementation of the Proposed PMHMETD II, API will hold a certain number of shares in the
Company.
In accordance with such background, the Company plans to:
1. carry out the PMHMETD II, whereby under the Proposed PMHMETD II (as defined below), API
will:
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a. subscribe for the New Shares (as defined below) through the implementation of the
Proposed PMHMETD II (as defined below) in the manner described in the section
“Description of the Proposed PMHMETD II” of this Disclosure of Information; and
b. make a capital contribution up to 113,298,240,000 (one hundred thirteen billion two
hundred ninety eight million two hundred forty thousand) shares in the Company with a
contribution value of IDR5,664,912,000,000 (five trillion six hundred sixty four billion nine
hundred twelve million Rupiah), to be paid by way of an in-kind contribution in the form
of land owned by API measuring 972,123 square meters, which is part of the Right to
Manage No. 1/Pajang under the name of Perum Angkasa Pura II (now known as PT
Angkasa Pura Indonesia), located in the Garuda Maintenance Facility (GMF) area,
Soekarno-Hatta International Airport Complex, Benda Sub-District, Benda District,
Tangerang City, Banten Province. The Right to Manage status is currently being
processed for relinquishment to the State of the Republic of Indonesia and will be
followed by an application for HGB under the name of PT Angkasa Pura Indonesia (the
“Proposed In-kind Contribution”). The number of shares that will be received by API
in connection with the Proposed PMHMETD II may change until the exercise price for
the HMETD is determined; and
2. to receive the transfer of the API’s Asset as part of the Proposed In-kind Contribution.
In relation to API’s Asset, API has received HPL Certificate NIB.28.05.000032095.0 under the name of
PT Angkasa Pura Indonesia, which pertains to land resulting from the partial spin-off of HPL Certificate
No. 1/Pajang under the name of Perum Angkasa Pura II (now known as PT Angkasa Pura Indonesia),
issued on February 5, 1990, located in the Garuda Maintenance Facility (GMF) area, Soekarno-Hatta
International Airport Complex, Benda Sub-district, Benda District, Tangerang City, Banten Province. As
of the date of this Disclosure of Information, API is in the process of relinquishing the right to manage
over the said API’s Asset, after which a HGB under the name of API will be applied for once the
relinquishment process has been completed. The HGB for the API’s Asset is targeted to be issued
before the OJK declares an effective statement to the Company’s Proposed PMHMETD II, where this
corporate action constitutes a strategic measure for the Company’s restructuring and recovery.
As of the date of this Disclosure of Information, the Company will ensure that API continues to
coordinate with the Ministry of ATR/BPN and/or the relevant land office (according to their respective
authorities) regarding the relinquishment of HPL and the issuance of HGB, so that the HGB can be
issued before the OJK declares the effective statement to the Company’s Proposed PMHMETD II.
This Proposed Transaction constitutes a Material Transaction as referred to in POJK 17/2020 and an
Affiliated Transaction as referred to in POJK 42/2020, in which it is also part of the GIAA group’s
restructuring program planned by the Government of the Republic of Indonesia pursuant to the Letter
of the Ministry of State-Owned Enterprises of the Republic of Indonesia No. S-373/MBU/06/2025 dated
23 June 2025 on Approval of Restructuring for the Recovery of PT Garuda Indonesia (Persero) Tbk,
therefore the Company is not required to appoint an appraiser and obtain prior approval from the GMS
as referred to in Article 11 letter j of POJK 17/2020. The Proposed Transaction will be carried out in
accordance with the provisions on capital increases in a form of other than cash (in-kind) as regulated
under POJK 32/2015.
As part of the GIAA group restructuring, synergy with subsidiaries is one of the strengths that GIAA can
leverage, where such synergy with subsidiaries creates an integrated business ecosystem covering all
aspects of the aviation industry value chain. One way this synergy is realized is through the Company,
which provides reliable technical maintenance support and ensures fleet operational reliability and flight
safety. Strategic coordination between GIAA and the Company enables resource optimization and
enhances the group’s competitiveness.
The corporate action of contributing API’s land by way of in-kind to the Company is intended to improve
the equity and profitability of both the Company and GIAA on a consolidated basis. At present, the
Company leases land from API as the landowner. The land has a Tax Object Sale Value of
approximately USD 300 million, and the rent paid by the Company to API puts pressure on the
Company’s profitability. Accordingly, the in-kind contribution of the land would increase the Company’s
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assets, ultimately turn the Company’s equity positive, and reduce the Company’s operating expenses
from rent payments.
Based on the Company’s evaluation, a non-cash capital increase through the in-kind of API’s Asset by
API is the most relevant initiative to pursue in strengthening the Company’s capital structure. However,
if the Proposed In-kind Contribution cannot be carried out as scheduled, the Company will explore
alternative corporate actions with a similar objective.
As of the date of This Amendment and/or Addition to the Disclosure of Information, there are no security
interests, disputes, and/or any current leases to other parties (other than the Company) over the API’s
Asset that will be contributed to the Company as a non-cash contribution (in-kind).
INFORMATION OF 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 Tangerang, was established pursuant to Deed of Establishment No. 93
dated 26 April 2002, drawn up before Arry Supratno, S.H., Notary in Jakarta, as ratified by the Minister
of Justice of the Republic of Indonesia (currently MOL) based on Decree No. C-11685
HT.01.01.TH.2002 dated 28 June 2002 and announced in BNRI No. 78 dated 27 September 2002 and
Supplement to BNRI No. 11677 (“Deed of Establishment”).
The Company’s articles of association have been amended several times and lastly amended by the
Deed of Meeting Resolution of Amendment to the Articles of Association of PT Garuda Maintenance
Facility Aero Asia Tbk or abbreviated as PT GMF Aero Asia Tbk No. 2 dated 15 January 2025, drawn
up before Shanti Indah Lestari, S.H., M.Kn., Notary in Tangerang Regency, which has been notified to
and received by the MOL based on the Receipt of Notification of Amendment to the Articles of
Association No. AHU-AH.01.03-0008303 dated 16 January 2025, and has been registered in the
Company Register at the Ministry of Law under No. AHU-0004585.AH.01.11.Tahun 2025 dated 16
January 2025 (“Deed No. 2/2025”).
The Deed of Establishment, together with the Company's articles of association as lastly amended by
Deed No. 2/2025, and all amendments thereof from time to time are hereinafter referred to as the
“Company’s Articles of Association”.
Business Activities of the Company
The Company’s business activities based on the Company’s Articles of Association and/or KBLI are
Aircraft Repair (KBLI: 33153); Aircraft and Equipment Industry (KBLI: 30300); Repair of Electric Motors,
Generators and Transformers (KBLI: 33141); Repair of Measuring Instruments, Test Equipment and
Navigation and Control Equipment (KBLI: 33131); Repair of Machinery for General Purposes (KBLI:3
3121); Wholesale Trade of Various Goods (KBLI: 46900); Wholesale Trade in Air Transport
Equipment, Parts and Supplies (KBLI: 46594); Wholesale Trade in Electronic Parts (KBLI: 46521);
Wholesale Trade in Other Machinery, Equipment and Supplies (KBLI: 46599); Warehousing and
Storage (KBLI: 52101); Bounded Warehousing Activities or Bonded Zone Areas (KBLI: 52103);
Multimodal Transportation (KBLI: 52295); Airport Activities (KBLI: 52231); Transportation Management
Services (KBLI: 52291); Air Transport Support Services (KBLI: 52296); Transportation Consultancy
Activities (KBLI: 70202); Technology and Engineering Research and Development (KBLI: 72102);
Periodic Inspection Services (KBLI: 71203); Calibration/Metrology Services (KBLI: 71205); Rental and
Leasing Activities without Option Rights, Employment, Travel Agencies and Other Business Support
(KBLI: 77309); and Private Technical Education (KBLI: 85497), but the business activities that are
currently carried out are engaged in aircraft maintenance, repair and overhaul services, wholesale
trade in air transportation and its equipment, airport activities and leasing and leasing activities.
The details of each business activity that is currently carried out by the Company are:
1. Aircraft maintenance:
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a. repair of aircraft and equipment;
b. repair of electric motors, generators and transformers;
c. repair of measuring instruments, test instruments and navigation control equipment; and
d. repair of machinery for general purposes.
2. Wholesale trade in air transport equipment:
a. wholesale trade in air transport equipment, spare parts and supplies;
b. wholesale trade in electronic spare parts; and
c. wholesale trade in aircraft engines, tools and equipment;
3. Airport activities:
a. bounded warehousing or bonded zone area; and
b. arrangement of modes of transport and air transportation support.
4. Transportation consultancy:
a. airport technology research and development;
b. periodic inspection; and
c. aircraft calibration.
Capital Structure and Shareholding Composition
Based on Deed No. 2/2025 and the Company’s DPS dated 30 September 2025, issued by PT Datindo
Entrycom as the Company’s Share Registrar, the Company’s capital structure and composition of
shareholders are as follows:
Nominal Value of (i) IDR 100 per Series A
Share and (ii) IDR 25 per Series B Share %
Description
Total Nominal Value
Number of Shares
(in Rupiah)
Authorized Capital
Series A 95,000,000,000 9,500,000,000,000 -
Series B 20,000,000,000 500,000,000,000 -
Amount of Authorized Capital 115,000,000,000 10,000,000,000,000 -
Issued and Paid Up Capital
Series A
1. GIAA 25,156,058,796 2,515,605,879,600 66.965
2. PT Aero Wisata 254,101,604 25,410,160,400 0.676
3. Andi Fahrurrozi 144,400 14,440,000 0.001
4. Public ownership under 5% 2,823,206,700 282,320,670,000 7.515
Series B
1. GIAA 9,093,245,600 227,331,140,000 24.206
2. PT Aero Wisata 91,850,900 2,296,272,500 0.245
3. Andi Fahrurrozi 527,900 13,197,500 0,001
4. Public ownership under 5% 146,843,076 3,671,076,900 0,391
Total Issued and Paid Up Capital
Series A 28,233,511,500 2,823,351,150,000 75.157
Series B 9,332,467,476 233,311,686,900 24.843
Total Amount of Issued and Paid Up Capital 37,565,978,976 3,056,662,836,900 -
Shares in Portfolio
Series A 66,766,488,500 6,676,648,850,000 -
Series B 10,667,532,524 266,688,313,100 -
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Treasury Shares - - -
Amount of Shares in Portfolio 77,434,021,024 6,943,337,163,100 -
As of the date of the issuance of the Disclosure of Information, the Company’s ownership structure is
as follows:
The controlling shareholder of the Company is the Republic of Indonesia through the Republic of
Indonesia’s share ownership in GIAA.
In accordance to the Data Submission Information based on the beneficial owner report submitted by
the Company to the MOLHR on June 22, 2020, the Company’s beneficial owner is Erick Thohir, who
meets the criteria for a beneficial owner under Article 4 paragraph (1) letter d of PR 13/2018, namely
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an individual who has the authority to appoint, replace, or dismiss members of the board of directors
and members of the board of commissioners.
The Company’s Board of Directors and Board of Commissioners
Based on (i) Deed of Meeting Resolution of PT Garuda Maintenance Facility Aero Asia Tbk or
abbreviated as PT GMF Aero Asia Tbk No. 16 dated 28 June 2023, drawn up before Shanti Indah
Lestari, S.H., M.Kn., Notary in Tangerang Regency, which has been notified to and received by the
MOLHR based on Notification Receipt of Changes of Company Data No. AHU-AH.01.09-0144480
dated 17 July 2023 and has been registered in the Company Register at the MLHR under No. AHU-
0141925.AH.01.11.Tahun 2023 dated 17 July 2023, and (ii) Deed of Meeting Resolution of PT Garuda
Maintenance Facility Aero Asia Tbk or abbreviated as PT GMF Aero Asia Tbk No. 5 dated 5 June 2025,
drawn up before Shanti Indah Lestari, S.H., M.Kn., Notary in Tangerang Regency, which has been
notified to and received by the MOL based on the Notification Receipt of Changes of Company Data
No. AHU-AH.01.09-0298833 dated 16 June 2025 and has been registered in the Company Register at
the Ministry of Law under No. AHU-0132822.AH.01.11.Tahun 2025 dated 16 June 2025, and (iii) Deed
of Meeting Resolutions of PT Garuda Maintenance Facility Aero Asia Tbk or abbreviated as PT GMF
Aero Asia Tbk No. 6 dated 26 September 2025, drawn up before Shanti Indah Lestari, S.H., M.Kn.,
Notary in Tangerang Regency, which has been notified to and received by the MOL based on the
Notification Receipt of Changes of Company Data No. AHU-AH.01.09-0347084 dated 7 October 2025,
and has been registered in the Company Register at the Ministry of Law under No. AHU-
0234625.AH.01.11.Tahun 2025 dated 7 October 2025, 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 : Andi Fahrurrozi
Director of Base Management : Bobi Gumelar Raspati
Director of Finance : Tri Hartono
Director of Human Capital : Mitra Piranti
Director of Line Operation : Endang Tardiana
Board of Commissioners
President Commissioner : Oki Yanuar
Independent Commissioner : Dean Arslan
Commissioner : Giring Ganesha Djumaryo
Commissioner : Sugiharto Prapto
Commissioner : Sugiharto Prapto
Summary of Key Financial Data
The summary of significant financial data set out below has been extracted from the audited
consolidated statement of financial position of the Group as of 30 June 2025 and the consolidated
statement of profit or loss and other comprehensive income and consolidated statement of cash flows
of the Group for the six-month period ended on 30 June 2025 (with the consolidated statements of
financial position of the Group as of 31 December 2024 dan 2023 and the consolidated statements of
profit or loss and other comprehensive income and consolidated cash flows for the six-month period
ended on 30 June 2024 and for the years ended on 31 December 2024 dan 2023 presented as
comparatives), along with the notes to such consolidated financial statements.
The consolidated financial statements of the Group as at and for the six month period ended on 30 Juni
2025 (with the consolidated financial statements of the Group as at and for the six month period ended
on 30 June 2024 and for the years ended on 31 December 2024 and 2023 presented as comparatives),
have been prepared and presented by the Management of the Group in accordance with Indonesian
Financial Accounting Standards. The consolidated financial statements of the Group as at and for the
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six month period ended on 30 June 2025 have been audited by Public Accountant Office Purwanto
Susanti dan Surja (a member firm of Ernst & Young global network) in accordance with the auditing
standards established by IAPI, with an unmodified opinion with paragraphs outlining the material
uncertainty related to the business continuity and other matters in its report No.
00182/2.1505/AU.1/10/1749-1/1/IX/2025 dated 12 September 2025 signed by Ronny Stewart, CPA
(Public Accountant Registration No.: AP. 1749).
The consolidated financial statements of the Group as at and for the six-month period ended on 30
June 2024 and as at and for the year ended on 31 December 2023 have been audited by KAP Rintis,
Jumadi, Rianto & Rekan (a member firm of the PwC global network) in accordance with auditing
standards established by IAPI, with an unmodified opinion with paragraphs outlining the material
uncertainty related to the Company’s business continuity in the auditor’s report reissued No.
00553/2.1457/AU.1/10/0225-3/1/X/2024 dated 14 October 2024 and signed by Ade Setiawan Elimin,
CPA (Public Accountant Registration No. AP 0225).
The consolidated financial statements of the Group as at and for the year ended on 31 December 2024
have been audited by KAP Rintis, Jumadi, Rianto & Rekan (a member firm of the PwC global network)
in accordance with auditing standards established by IAPI, with an unmodified opinion with paragraphs
outlining the material uncertainty related to the Company’s business continuity in the auditor’s report
No. 00368/2.1457/AU.1/10/0225-3/1/III/2025 dated 25 March 2025 and signed by Ade Setiawan Elimin,
CPA (Public Accountant Registration No. AP 0225).
Consolidated Statement of Financial Position
(Written in US Dollar)
Description 30 June 31 December
2025 2024 2024 2023
ASSETS
Current Assets
Cash and cash 7,838,172 14,647,634 12,623,481 21,051,033
equivalents
Restricted cash and cash 1,460,018 154,312 902,880 358,975
equivalents
Short-term investments 149,239 58,840 133,203 58,840
Trade Receivables
-Related Parties 54,878,340 37,564,475 45,816,929 46,302,407
-Third Parties 6,120,958 10,260,176 4,045,912 10,694,831
Other Receivables
-Third Parties 307,337 279,292 1,718,233 -
Contract Assets
-Related Parties 17,147,387 33,423,193 27,455,934 39,738,525
-Third Parties 27,279,528 21,710,338 13,964,715 10,966,104
Inventory 47,407,431 63,495,315 61,415,306 74,018,579
Advances and prepaid 31,262,019 38,119,733 31,569,882 40,704,250
expenses
Prepaid tax
-Corporate income tax 1,897,138 - 2,140,235 -
-Other Prepaid 6,131,151 2,722,004 4,316,775 2.722.004
taxes
Total Current Assets 201,878,718 222,435,312 206,103,485 246,615,548
Non-current Assets
Trade receivables from 12,837,045 14,495,083 14,651,879 15,049,694
related parties
Other receivables from 196,515 2,979,994 953,040 3,163,691
related parties
Advances and prepaid 972,331 933,967 891,637 413,668
expenses
Fixed Assets 144,504,184 126,343,701 149,093,821 131,755,518
Right of use assets 25,371,572 33,548,322 28,184,035 34,732,996
Prepaid Taxes
-Corporate income tax 4,739,388 5,867,819 4,605,917 5,043,171
-Other taxes 11,085,348 8,912,308 10,724,972 5,815,021
Deferred Tax Assets 8,399,519 7,386,554 9,407,308 7,417,592
Other non-current assets 3,249 14,108 14,109 14,204
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Description 30 June 31 December
2025 2024 2024 2023
Total non-current 208,109,151 200,481,856 218,526,718 203,405,555
assets
Total Assets 409,987,869 422,917,168 424,630,203 450,021,103
LIABILITIES AND
EQUITY
Short-term Liabilities
Accounts Payable
-Related Parties 5,440,691 6,182,611 4,865,365 10,391,617
-Third Parties 58,384,842 64,230,875 59,854,571 67,128,735
Tax Payable 8,556,466 7,211,237 9,743,940 6,489,143
Accruals 47,156,298 61,493,708 51,081,455 55,408,500
Utang lain-lain 2,524,065 4,462,626 4,220,301 6,143,838
Other Payables
-Related Parties 58,867,046 64,391,900 61,599,326 89,556,217
-Third Parties 16,457,185 19,053,930 15,508,259 21,438,368
Short-term loans 342,422 958,449 - 194,603
Borrowings, current 20,891,815 14,624,271 20,004,877 9,913,139
portion
Lease liabilities, current 7,046,648 12,360,797 6,624,431 9,778,332
portion
Short-term employee 3,979,985 3,641,223 4,006,066 3,274,853
benefit liabilities
Total non-current 229,647,463 258,611,627 237,508,591 279,717,345
assets
Long-term Liabilities
Accounts Payable
-Related Parties - 8,015,841 2,635,490 9,755,745
-Third Parties 9,118,551 11,029,290 8,743,176 14,340,693
Loan 360,771,940 381,514,747 371,217,848 390,562,375
Lease liabilities 34,347,756 38,577,180 38,646,418 42,353,284
Long-term employee 25,094,678 23,298,190 23,779,983 24,453,563
benefit liabilities
Total long-term 429,332,925 462,435,248 445,022,915 481,465,660
liabilities
Total Liabilities 658,980,388 721,046,875 682,531,506 761,183,005
EQUITY
Equity Attributable to
Owners of the Parent
Entity:
Share Capital – 233,466,477 219,015,655 219,015,655 219,015,655
authorized
100,000,000,000 shares;
issued and fully paid
28,233,511,500 shares
with a par value of Rp100
per share
Additional paid-up capital 74,555,926 62,417,236 62,417,236 62,417,236
Advance for Share
Capital - - 25,909,891 -
Other comprehensive (16,436,221) (16,569,080) (15,900,891) (16,353,693)
loss
Retained
earnings/(accumulated
losses)
-Preserved 7,492,540 7,492,540 7,492,540 7,492,540
-Not yet reserved (548,243,280) (570,591,642) (557,002,037) (583,893,153)
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Description 30 June 31 December
2025 2024 2024 2023
Equity attributable to (249,164,558) (298,235,291) (258,067,606) (311,321,415)
owners of the parent
entity
Non-controlling interests 172,039 105,584 166,303 159,513
Total Equity (248,992,519) (298,129,707) (257,901,303) (311,161,902)
Total Liabilities & 409,987,869 422,917,168 424,630,203 450,021,103
Equity
Consolidated Statements of Profit or Loss and Other Comprehensive Income
30 June 31 December
Description
2025 2024 2024 2023
INCOME 178,955,312 216,478,455 421,223,186 373,206,984
Business Expenses:
Employee Expenses (57,698,720) (59,745,288) (116,569,103) (101,486,732)
Material Expenses (50,750,761) (50,189,816) (117,177,864) (97,791,734)
Subcontracting Expenses (32,338,251) (61,828,647) (100,390,977) (105,611,422)
Depreciation Expenses (9,650,292) (9,512,158) (18,694,769) (20,372,753)
Operational Expenses (12,374,990) (9,205,326) (20,441,906) (22,284,253)
(Expense)/Other operating (755,429) (3,788,033) (5,944,484) 2,041,310
income, net
15,386,869 22,209,187 42,004,083 27,701,400
Income from debt restructuring - - 695,969 6,876,476
(Loss)/Gain on restructuring - (445,278) (191,852) 6,711,538
payments
Finance Income 166,765 197,013 337,803 238,867
Finance expense (9,581,079) (11,747,105) (20,166,464) (23,619,058)
Other income/(Expense), net 3,947,189 3,069,403 2,064,576 1,820,801
Profit before income tax 9,919,744 13,283,220 24,744,115 19,730,024
Income tax benefit/(expense) (1,154,325) (26,804) 2,155,930 438,665
Profit for the period/year 8,765,419 13,256,416 26,900,045 20,168,689
(LOSS)/OTHER
COMPREHENSIVE INCOME:
Items that will not be reclassified
to profit or loss:
Gains/(losses) on revaluation of - - 698,220 614,713
property, plant and equipment
Remeasurement of post- (680,495) (161,621) (89,972) (1,001,046)
employment benefits
Related Income Tax 149,964 35,557 (133,815) 84,993
(530,531) (126,064) 474,433 (301,340)
Items that will be reclassified to
profit or loss
Exchange differences on (5,725) (89,323) (21,631) 66,174
translation of financial statements
(Loss)/other comprehensive (536,256) (215,387) 452,802 (235,166)
income for the year, net of tax
TOTAL COMPREHENSIVE 8,229,163 13,041,029 27,352,847 19,933,523
INCOME FOR THE
PERIOD/YEAR
PROFIT ATTRIBUTABLE TO:
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30 June 31 December
Description
2025 2024 2024 2023
Owners of the parent entity 8,758,757 13,301,511 26,891,116 20,276,463
Non-controlling Interest 6,662 (45,095) 8,929 (107,774)
8,765,419 13,256,416 26,900,045 20,168,689
TOTAL COMPREHENSIVE
INCOME ATTRIBUTABLE TO:
Owners of the parent entity 8,223,427 13,086,124 27,343,918 20,041,297
Non-controlling Interest 5,736 (45,095) 8,929 (107,774)
8,229,163 13,041,029 27,352,847 19,933,523
NET INCOME PER SHARE : 0.0002 0.0005 0.0010 0.0007
Basic and diluted
Key Financial Ratios
30 June 31 December
Description
2025 2024 2024 2023
I. Liquidity
Cash Ratio (%) 3,41 5,66 5,31 7,53
Current Ratio (%) 87,91 86,01 86,78 88,17
Quick Ratio (%) 67,26 61,46 60,92 61,70
II. Profitability
Operating Profit Margin (%) 8,60 10,26 9,97 7,42
Net Profit Margin (%) 4,90 6,12 6,39 5,40
EBITDA Margin (%) 16,20 15,87 15,02 17,01
Return on Asset (ROA) (%) 2,14 3,13 6,33 4,48
Return on Equity (ROE) (%) (3,52) (4,45) (10,43) (6,48)
Return on Investment (ROI) (%) 7,11 8,17 14,98 14,16
III. Leverage
Debt to Equity (DER) (2,65) (2,42) (2,65) (2,45)
Debt to Total Asset (DAR) 0,93 0,94 0,92 0,89
Equity to Asset Ratio (0,61) (0,70) (0,61) (0,69)
Liability to Asset Ratio 1,61 1,70 1,61 1,69
Gearing Ratio 1,61 1,89 2,08 1,17
Debt Service Coverage Ratio 0,72 1,43 2,10 2,74
(DSCR)
Interest Service Coverage Ratio 1,61 1,89 2,08 1,17
(ISCR)
Interest Bearing Debt to EBITDA 13,18 11,56 6,18 6,31
IV. Efficiency
Collection Period (excl. Tagbrut) 56 44 46 46
Collection Period (incl. Tagbrut) 99 88 85 99
Inventory Turnover 193 247 208 240
Total Asset Turnover (%) 10,72 12,40 24,08 22,20
V. Growth
Sales Growth (%) (17,33) 29,70 12,87 56,35
Cost of Sales Growth (%) 148,97 (125,82) (292,55) (106,32)
Total Comprehensive Growth (%) (30,72) 55,62 51,63 11,40
Operating Profit Growth (%) (33,88) 548,89 33,38 455,87
Net Profit Growth (%) (3,45) (6,02) (5,64) 15,20
Total Asset Growth (%) (3,45) (5,27) (10,33) 5,47
Total Liability Growth (%) 3,45 4,19 17,12 6,00
Total Equity Growth (%) 3,41 5,66 5,31 7,53
DESCRIPTION OF THE PROPOSED PMHMETD II
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In relation to the Proposed PMHMETD II, the Company will issue up to 124,269,948,745 (one hundred
twenty four billion two hundred sixty nine million nine hundred forty eight thousand seven hundred forty
five) Series B shares with a nominal value of Rp25 (twenty five Rupiah) per share.
Pursuant to Article 4 of POJK 32/2015, HMETD is transferable. Furthermore, under Article 19 letter c
of POJK 32/2015, one of the documents required for the registration submission is a statement letter
from GIAA declaring that GIAA, as the principal shareholder, will transfer the HMETD it obtains based
on the portion of its shares ownership to API. In this regard, GIAA, as the Company’s existing
shareholder, will enter into a HMETD Transfer Agreement (as defined below) to transfer all HMETD to
which it is entitled in the Proposed PMHMETD II to API.
With respect to the exercise of HMETD held by API, in addition to the HMETD Transfer Agreement
described above, API will exercise its HMETD by entering into a capital subscription agreement with
the Company, under which API will make a non-cash capital contribution to the Company by contributing
the API’s Asset to the Company.
The proposed use of proceeds from the Proposed PMHMETD II is as follows:
1. The acquisition of API’s Asset by the Company carried out through a non-cash capital contribution
(in-kind) by API to the Company using the API’s Asset in PMHMETD II will increase the
Company’s recorded fixed assets, thereby directly improving the Company’s equity position and
these assets will be used to support the continuity of the Company’s operations and to strengthen
its equity.
2. The proceeds of PMHMETD II obtained from the public, after deducting issuance costs, will be
used as working capital to support the Company’s business activities, including meeting basic
operational needs to ensure maintenance and work quality in accordance with applicable
authority standards. These operating costs include the purchase of raw materials to support
aircraft maintenance operations, including but not limited to the purchase of spare parts, so that
maintenance can be completed on time and ultimately improve customer satisfaction.
The implementation of the Proposed In-kind Contribution and the issuance of new shares by the
Company will be carried out after the Company obtains the effective statement for the Proposed
PMHMETD II from the OJK.
A. Maximum Amount of the Proposed Share Issuance with HMETD
In connection with the Company's plan to carry out PMHMETD II as disclosed in the Disclosure
of Information, the Company intends to issue the maximum of 124,269,948,745 (one hundred
twenty four billion two hundred sixty nine million nine hundred forty eight thousand seven
hundred forty-five) series B shares with a nominal value of IDR 25 (twenty five Rupiah) per
share (“New Shares”) (hereinafter referred to as the “Proposed PMHMETD II”). This maximum
amount of shares is indicative and the determination will be further set out in accordance with
applicable laws.
The exercise price of the Proposed PMHMETD II will be determined and announced later in
the prospectus of the Proposed PMHMETD II. This is with due observance of the prevailing
laws and regulations, including POJK 32/2015 and Rule I-A.
The New Shares that will be issued by the Company shall have the same and equal rights in
respect with all issued and fully paid-up shares of the Company, including the dividend rights.
B. Indicative Period of PMHMETD II Implementation
The Company intends to carry out a capital increase by granting HMETD after obtaining an
effective statement from the OJK, which based on the provision of Article 8 paragraph (3) of
POJK 32/2015, the period between the date of approval of the EGMS to the date of the effective
statement from OJK does not exceed 12 (twelve) months. The Company plans to carry out the
capital increase within that period while still taking into account the provisions regarding the
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period between the appraisal date and the date of share deposit in the form other than money
as described above.
C. Analysis on the Effect of Capital Increase on the Company’s Financial Performance and
Shareholders
The Company estimates that the Proposed PMHMETD II to the Company’s shareholders will
have a positive impact on the Company’s financial condition, including optimizing the asset
management which brings a positive impact on the Company’s operational activities, improving
the Company's equity, developing the Company’s business and ultimately such PMHMETD II
as a whole will provide added value to the Company’s shareholders.
Through this PMHMETD II, the Company has high expectations from the shareholders to
exercise the HMETD owned by the shareholders.
Based on the analysis of the impact of the in-kind contribution on equity, there is an
improvement as of 30 Juni 2025 of negative USD248,992,519 (two hundred forty eight million
nine hundred ninety two thousand five hundred nineteen United States Dollars) to
USD102,865,369 (one hundred two million eight hundred sixty five thousand three hundred
sixty nine United States Dollars) for the in-kind contribution of API’s Asset to the Company.
Proposed use of proceeds from the capital increase for capability development and aircraft
maintenance operations
The implementation of PMHMETD II will have a direct impact in the form of an increase in the
Company’s fixed assets in the amount of at least IDR 5,664,912,000,000 (five trillion six
hundred sixty four billion nine hundred twelve million Rupiah) originating from non-cash capital
participation in the form of API’s Asset. Apart from the fixed assets, the implementation of this
PMHMETD II will also have an impact on improving the Company’s cash and cash equivalents
position by the participation of other shareholders.
The effect of the capital increase on the company’s financial performance with reference to
the accounts in the affected financial statements and financial ratios are as follow:
30 June
Description 2025 2025 Growth
After In-kind Before In-kind %
Cash Ratio (%) 3.52 3.41 -0.89
Current Ratio (%) 90.69 87.91 1.68
Quick Ratio (%) 69.39 67.26 1.13
Return on Asset (ROA) (%) 1.20 2.14 -1.94
Return on Equity (ROE) (%) 8.52 -3.52 11.04
Return on Investment (ROI) (%) 3.98 7.11 -4.13
Debt to Equity (DER) 6.12 -2.65 7.77
Debt to Total Asset (DAR) 0.52 0.93 -1.41
Equity to Asset Ratio 0.14 -0.61 -0.25
Liability to Asset Ratio 0.86 1.61 -1.75
Asset Turnover (%) 7.76 10.72 -3.96
Total Asset Growth (%) 74.56 -3.45 77.01
Total Liability Growth (%) -15.79 -3.45 -13.34
Total Equity Growth (%) 131.34 3.45 126.89
1. Capital increase through an in-kind contribution of land, based on an asset valuation of
IDR 5.664 trillion, has a significant impact on the fixed assets and capital (equity) accounts,
with equity improving by USD 351,857,888 (three hundred fifty one million eight hundred
15
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fifty-seven thousand eight hundred eighty eight United States Dollars) in the Company’s
total equity;
2. an addition of fixed assets by way of in-kind contribution based on the valuation, amounting
to IDR 5,664,912,000,000 (five trillion six hundred sixty four billion nine hundred twelve
million Rupiah) or equivalent to USD 351,857,888 (three hundred fifty one million eight
hundred fifty seven thousand eight hundred eighty eight United States Dollars); and
3. the financial ratios that impacted are liquidity, profitability and solvency ratios.
Impacted financial ratios such as current ratio from 87.91% (eighty seven point nine one
percent) to 90.69% (ninety point six nine percent), return on assets (ROA) from 2.14% (two
point one four percent) to 1.20% (one point twenty percent), return on equity (ROE) from -
3.52% (negative three point five two percent) to 8.52% (eight point five two percent), and return
on investment (ROI) from 7.11% (seven point one one percent) to 3.98% (three point nine
eight percent).
The impact of the implementation of PMHMETD II on the Company's shareholders who do not
exercise their HMETD is dilution of the percentage of share ownership in the Company in a
maximum amount of 76.79% (seventy six point seven nine percent) if all of the HMETD issued
by the Company are exercised by the entitled HMETD holders.
The Proposed In-kind Contribution will be carried out in accordance with the arm’s length
principle, whereby the Proposed In-kind Contribution will be implemented in accordance with
generally accepted business practices, meet the fair-transaction principle and the provisions of
POJK 42/2020.
Company Capital Structure Before and After the PMHMETD II
The following table presents the proforma capital structure of the Company before and after the
Proposed PMHMETD II, by assuming all shareholders fully exercise their HMETD:
Before PMHMETD II After PMHMETD II
Description
Number of Par Value of Number of Par Value of
(%) (%)
Shares Shares (Rp) Shares Shares (Rp)
Authorized
Capital
Series A, par
value Rp100 95,000,000,000 9,500,000,000,000 95.0 28,233,511,500 2,823,351,150,000 8,955
per share
Series B, par
value Rp25 20,000,000,000 500,000,000,000 5.0 287,065,954,000 7,176,648,850,000 91,045
per share
Total
Authorized 115,000,000,000 10,000,000,000,000 100.0 315,299,465,500 10,000,000,000,000 100,00
Capital
Issued and
Paid-Up
Capital
Series A
PT Garuda
Indonesia 25,156,058,796 2,515,605,879,600 66.965 25,156,058,796 2,515,605,879,600 15.544
(Persero) Tbk
PT Aero
254,101,604 25,410,160,400 0.676 254,101,604 25,410,160,400 0.157
Wisata
Andi
144,400 14,440,000 0.001 144.400 14.440.000 0,000
Fahrurrozi
Public
ownership 2.823.206.700 282.320.670.000 7,515 2.823.206.700 282.320.670.000 1,744
under 5%
Sub-total –
28.233.511.500 2.823.351.150.000 28,233,511,500 2,823,351,150,000
Series A
Series B
PT Garuda
Indonesia 9,093,245,600 227,331,140,000 24.206 9,093,245,600 227,331,140,000 5.619
(Persero) Tbk
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Before PMHMETD II After PMHMETD II
Description
Number of Par Value of Number of Par Value of
(%) (%)
Shares Shares (Rp) Shares Shares (Rp)
PT Aero
91,850,900 2,296,272,500 0.245 1,236,277,300 30,906,932,500 0.764
Wisata
Andi
527,900 13,197,500 0,001 2,751.800 68,795,000 0,002
Fahrurrozi
Public
ownership 146,843,076 3,671,076,900 0,391 9,971,901,276 249,297,531,900 6,162
under 5%
PT Angkasa
Pura - - - 113,298,239,900 2,832,455,997,500 70.008
Indonesia
Sub-total –
9.332.467.476 233.311.686.900 133.602.415.876 3.340.060.396.900
Series B
Total Issued
and Fully
37.565.978.976 3.056.662.836.900 100 161.835.927.376 6.163.411.546.900 100%
Paid-Up
Capital
Shares in
Portfolio
Series A 66,766,488,500 6,676,648,850,000 - -
Series B 10.667.532.524 266.688.313.100 153.463.538.124 3.836.588.453.100
D. General Estimation of The Use of Proceeds
The general estimation of the use of proceeds obtained from PMHMETD II after deducted by
emission fees is as follows:
1. The Company’s acquisition of API’s Asset conducted through a non-cash capital
contribution (in-kind) by API to the Company using the API’s Assets in PMHMETD II
will increase the Company’s recorded fixed assets, thereby directly improving the
Company’s equity position and these assets will be used to ensure the continuity of the
Company’s operations and to strengthen the Company’s equity.
2. The proceeds from PMHMETD II raised from the public, after deducting issuance costs,
will be used as working capital to support the Company’s business activities, including
meeting basic operational needs to ensure maintenance and work quality in
accordance with applicable authority standards. These operating expenses include
purchasing raw materials to support aircraft maintenance operations including but not
limited to spare parts so that maintenance can be completed on time and ultimately
improve customer satisfaction.
The acquisition of land assets from API is a strategic initiative that allows the Company to obtain
assets without cash outlay. Therefore, it may improve the Company’s equity position and
increases the Return on Assets (ROA) and Return on Equity (ROE) ratios. It also strengthens
the Company’s finances by eliminating land lease and concession expenses.
With the MRO land obtained from API, the Company will have long term certainty over the site.
That certainty supports business development, including flexibility to pursue partnerships that
expand capacity and capabilities to meet aircraft maintenance market demand. One of the
examples is a hangar development partnership, which requires long term land certainty of more
than 10 (ten) years.
Final information in relation to the use of proceeds will be disclosed in the prospectus that will
be issued with respect to the PMHMETD II which will be provided to shareholders in due time,
in accordance with applicable laws and regulations.
E. Form of Capital Injection
The capital injection through the exercise of HMETD will be carried out through the following
mechanism:
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1. Considering that API is not a shareholder of the Company, GIAA, as a shareholder of
the Company, will transfer all of its HMETD under the Proposed PMHMETD II to API,
and API commits to exercise all HMETD transferred by GIAA in the Proposed
PMHMETD II by entering into a transfer agreement for the HMETD between GIAA as
the seller and API as the buyer (“HMETD Transfer Agreement”).
2. In addition to entering into the HMETD Transfer Agreement with GIAA, API will also
enter into a capital contribution agreement with the Company, pursuant to which API
will make a capital contribution to the Company in a form other than cash, namely the
API’s Asset.
3. Upon API’s receipt of the HMETD purchased from GIAA under the HMETD Transfer
Agreement, API will exercise all of its HMETD by way of an in-kind contribution of the
API’s Asset as payment for the new shares to be issued by the Company to API in
connection with this PMHMETD II.
For the purposes of this Disclosure of Information, the above Proposed In-kind
Contribution is based on the Audited Consolidated Financial Statements for the period
ended on 30 June 2025.
4. The portion of the HMETD exercised by the public shareholders will be remitted to the
Company in cash.
INFORMATION ON THE PROPOSED IN-KIND CONTRIBUTION THAT WILL BE CARRIED OUT
BY API IN THE PROPOSED PMHMETD II
A. Background
Referring to the financial restructuring program by GIAA, which includes, among other things,
an equity improvement plan for the entire GIAA business group, the Company's equity
improvement program can be carried out by increasing capital participation in forms other than
money through the in-kind contribution of API’s Asset by API to the Company.
In the Proposed PMHMETD II, API will carry out a non-cash capital participation in the form of
in-kind contribution to the Company by referring to the provisions stipulated in the POJK
32/2015.
B. Information on the Proposed In-kind Contribution to be Implemented in the Proposed
PMHMETD II
1. Date of Transaction
The Proposed In-kind Contribution by API will be carried out at the completion of the
payment of the HMETD subscribed by API by way of execution of the deed of in-kind
contribution by the Company and API.
2. Object of Transaction
The object of the Proposed In-kind Contribution is the API’s Asset.
3. Value of Transaction
The contribution of the API’s Asset into the Company to be carried out in connection
with the Proposed PMHMETD II, for the purposes of this Disclosure of Information, is
made by reference to the Asset Valuation Report by KJPP Ruky, Safrudin & Rekan,
with a valuation result of IDR 5,664,912,000,000 (five trillion six hundred sixty four
billion nine hundred twelve million Rupiah) as of 30 June 2025, and uses the date of
the Audited Consolidated Financial Statements for the period ended on 30 June 2025,
which were audited by the Public Accounting Firm Purwanto, Susanti & Surja (a
member firm of the Ernst & Young global network).
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4. Parties Involved and Nature of Affiliate Relationship
The Proposed In-kind Contribution will be carried out by the Company and API.
Brief History of API
API, established under the name Perusahaan Perseroan (Persero) PT Angkasa Pura
II abbreviated as PT (Persero) Angkasa Pura II, a limited liability company established
under the laws of the Republic of Indonesia and domiciled in Tangerang City, Banten
Province, was established pursuant to Deed of Establishment No. 3 dated 2 January
1993, as amended by Amendment Deed No. 96 dated 19 March 1993, both drawn up
before Muhani Salim, S.H., Notary in Jakarta, as ratified by the Minister of Justice of
the Republic of Indonesia (currently MOL) by virtue of the Decree No. 02-
2471.HT.01.01.TH.93 dated 24 April 1993 and has been recorded in the Registry of
Tangerang District Court No. HT.01.01.80.1995/PN.TNG dated 29 Juni 1995 (“Deed of
Establishment of API”).
API’s articles of association have been amended several times and lastly amended by
the Deed of Shareholders Resolution of Limited Liability Company PT Angkasa Pura
Indonesia concerning Confirmation of Approval of Transfer of Series B Shares of
Limited Liability Company PT Angkasa Pura Indonesia Owned By Limited Liability
Company PT Taman Wisata Borobudur and Amendment to the Articles of Association
of Limited Liability Company PT Angkasa Pura Indonesia No. 6 dated 12 December
2024, drawn up before Nanda Fauz Iwan, S.H., M.Kn., Notary in South Jakarta, which
has been notified to and received by the MOL based on (i) Notification Receipt of the
Amendment of Articles of Association No. AHU-AH.01.03-0221033 dated 12 December
2024; and (ii) Notification Receipt of Changes of Company Data No. AHU-AH.01.09-
0287543 dated 12 December 2024, which both has been registered in the Company
Register at the Ministry of Law under No. AHU-0271114.AH.01.11.Tahun 2024 dated
12 December 2024, and published in the BNRI No. 103 dated 12 December 2024,
Supplement to the BNRI No. 040799 (“Deed of API No. 6/2024”).
The Deed of Establishment of API, together with the API’s articles of association as
lastly amended by Deed of API No. 6/2024, and all amendments thereof from time to
time are hereinafter referred to as the “API’s Articles of Association”.
Business Activities of API
Based on API’s Articles of Association, the purpose and objective of API is to conduct
business in the field of airport services, as well as to optimize the utilization of resources
owned by API to produce high-quality and highly competitive goods and/or services in
order to obtain/pursue profits to increase the value of API by applying the principles of
a limited liability company.
To achieve these objectives and goals, API may carry out its main business activities,
namely transportation and warehousing, with the classification of airport activities.
In addition to its main business activities, API may carry out the following supporting
business activities:
a. Agriculture, forestry, and fisheries, with the following classifications:
i. hybrid rice farming (KBLI No. 01121);
ii. horticultural fruit farming (KBLI No. 01132);
iii. horticultural vegetable-fruit farming (KBLI No. 01133); and
iv. horticultural tuber-vegetable farming (KBLI No. 01134).
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b. Manufacturing industry, with the following classifications:
i. smart card industry (KBLI No. 26391);
ii. other communication equipment industry (KBLI No. 26399); and
iii. aircraft reparation (KBLI No. 33153).
c. Electricity, gas, steam/hot water, and cool air supply, with the following
classifications:
i. electricity generation (KBLI No. 35111);
ii. electricity transmission (KBLI No. 35112);
iii. electricity distribution (KBLI No. 35113);
iv. electricity sales (KBLI No. 35114);
v. integrated distribution and sales of electricity in one business unit
(KBLI No. 35118); and
vi. other electricity support activities (KBLI No. 35129).
d. Water treatment, wastewater treatment, waste material treatment and
recovery, and remediation activities, with the following classifications:
i. storage, purification, and distribution of drinking water KBLI No.
36001);
ii. collection, purification, and distribution of drinking water (KBLI No.
37011);
iii. treatment and disposal of non-hazardous wastewater (KBLI No.
37021);
iv. collection of non-hazardous waste and garbage (KBLI No. 38110);
v. collection of hazardous waste (KBLI No. 38120);
vi. treatment and disposal of non-hazardous waste and garbage (KBLI
No. 38211);
vii. production of organic waste compost (KBLI No. 38212); and
viii. treatment and disposal of hazardous waste (KBLI No. 38220).
e. Construction, with the following classifications:
i. shopping center construction (KBLI No. 41014);
ii. lodging building construction (KBLI No. 41017);
iii. other building construction (KBLI No. 41019);
iv. civil construction of roads (KBLI No. 42201);
v. civil construction of clean water processing facilities (KBLI No. 42202);
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vi. civil electrical construction (KBLI No. 42204);
vii. telecommunication center construction (KBLI No. 42206);
viii. land preparation (KBLI No. 43120);
ix. electrical installation (KBLI No. 43211);
x. electronic installation (KBLI No. 43213);
xi. mechanical installation (KBLI No. 43291); and
xii. water pipeline (plumbing) installation (KBLI No. 43221).
f. Wholesale and retail trade, repair and maintenance of cars and motorcycles,
with the classification of wholesale trade of solid, liquid, and gas fuels and its
related products (Yang Berhubungan Dengan Itu (YBDI)) (KBLI No. 46610).
g. Transportation and warehousing, with the following classifications:
i. urban rail transportation (KBLI No. 49441);
ii. warehousing and storage (KBLI No. 52101);
iii. bonded warehousing activities or bonded zone areas (KBLI No.
52103);
iv. cargo handling (loading and unloading of goods) (KBLI No. 52240);
v. airport activities (KBLI No. 52231);
vi. air cargo forwarding activities (KBLI No. 52294);
vii. off-street parking activities (KBLI No. 52215);
viii. multimodal transportation (KBLI No. 52295); and
ix. special bus transportation (KBLI No. 49216).
h. Accommodation provision and food and beverage services, with the following
classifications:
i. star-rated hotels (KBLI No. 55110);
ii. apartment hotels (KBLI No. 55194);
iii. restaurants (KBLI No. 56101); and
iv. bars (KBLI No. 56301).
i. Information and communication, with the following classifications:
i. wired telecommunication activities (KBLI No. 61100);
ii. special telecommunication activities for own use (KBLI No. 61992);
iii. other value-added telephone services (KBLI No. 61919);
iv. internet service provider (KBLI No. 61921); and
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v. other information service activities not elsewhere classified (Yang
Tidak Dapat Diklasifikasikan Di Tempat Lain (YTDL)) (KBLI No.
63990).
j. Financial and insurance activities, with the classification of foreign currency
exchange activities (money changer) (KBLI No. 66160).
k. Real estate, with the following classifications:
i. real estate owned or leased (KBLI No. 68111); and
ii. industrial estates (KBLI No. 68130).
l. Head office activities (KBLI No. 70100).
m. Professional, scientific, and technical activities, with the following
classifications:
i. transportation consultancy activities (KBLI No. 70202);
ii. other management consultancy activities (KBLI No. 70209);
iii. advertising (KBLI No. 73100); and
iv. market research (KBLI No. 73201).
n. Rental and leasing without option rights, employment, travel agency, and other
business support activities, with the following classifications:
i. travel agency activities (KBLI No. 79111); and
ii. general building cleaning activities (KBLI No. 81210).
o. Education, with the following classifications:
i. other private education (KBLI No. 85499); and
ii. education support activities (KBLI No. 85500).
p. Human health and social activities, with the following classifications:
i. other hospital activities (KBLI No. 86109); and
ii. private clinic activities (KBLI No. 86105).
q. Arts, entertainment, and recreation, with the classification of entertainment,
arts, and other creative activities (KBLI No. 90090).
r. Call center activities (KBLI No. 82200).
s. Other sports facility management (KBLI No. 93119).
In relation to the business activities above, API’s business activity that have actually
been and are currently carried out is airport activities.
Capital Structure and Shareholding Composition
Based on the Deed of API No. 6/2024, API’s capital structure and shareholding
composition are as follows:
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Nominal Value of (i) IDR 1,000,000 per
Series A Dwiwarna Share dan (ii) IDR
%
Description 1,000,000 per Series B Share
Number of Total Nominal Value
Shares (in Rupiah)
Authorized Capital
Series A Dwiwarna 2 2,000,000 -
Series B 63,886,606 63,886,606,000,000 -
Amount of Authorized Capital 63,886,608 63,886,608,000,000
Issued and Paid-up Capital
Series A Dwiwarna
1. Republic of Indonesia 2 2,000,000 0.01
Series B
1. PT Aviasi Pariwisata Indonesia 25,251,251 25,251,251,000,000 99.99
Total Issued and Paid-up Capital
Series A Dwiwarna 2 2,000,000 0.01
Series B 25,251,251 25,251,251,000,000 99.99
Total Amount of Issued and Paid- 25,251,253 25,251,253,000,000
up Capital
Shares in Portfolio
Series A Dwiwarna - - -
Series B 38,635,355 38,635,355,000,000 -
Amount of Shares in Portfolio 38,635,355 38,635,355,000,000 -
API’s Board of Directors and Board of Commissioners
Based on Deed of Statement of Resolutions of the Minister of State-Owned Enterprises
and the President Director of the Perusahaan Perseroan (Persero) PT Aviasi Pariwisata
Indonesia as the Shareholders of the Limited Liability Company PT Angkasa Pura
Indonesia regarding the Dismissal, Change of Position Nomenclature, Reassignment
of Duties, and Appointment of Members of the Board of Directors of the Limited Liability
Company PT Angkasa Pura Indonesia No. 9 dated 27 May 2025, drawn up before
Nanda Fauz Iwan, S.H., M.Kn., Notary in South Jakarta, which has been notified to and
received by the MOL based on Notification Receipt of Changes of Company Data No.
AHU-AH.01.09-0272788 dated 28 May 2025, and has been registered in the Company
Register at the Ministry of Law under No. AHU-0118159.AH.01.11.Tahun 2025 dated
28 May 2025 juncto Deed of Statement of Decision of the Minister of State-Owned
Enterprises and the President Director of the Perusahaan Perseroan (Persero) PT
Aviasi Pariwisata Indonesia as the Shareholders of the Limited Liability Company PT
Angkasa Pura Indonesia concerning the Dismissal and Appointment of Members of the
Board of Commissioners of the Limited Liability Company PT Angkasa Pura Indonesia
No. 16 dated 30 July 2025, drawn up before Nanda Fauz Iwan, S.H., M.Kn., Notary in
South Jakarta, which has been notified to and received by the MOL based on
Notification Receipt of Changes of Company Data No. AHU-AH.01.09-0318254 dated
30 July 2025, and has been registered in the Company Register at the Ministry of Law
under No. AHU-0173603.AH.01.11.Tahun 2025 dated 30 July 2025, as of the date of
this Disclosure of Information, the composition of the members of the Board of Directors
and Board of Commissioners of API is as follows:
Board of Directors
President Director : Mohammad Rizal Pahlevi
Vice President Director : Achmad Syahir
Director of Strategy & Technology Development : Ferry Kusnowo
Director of Finance and Risk Management : Yanindya Bayu Wirawan
Director of Commercial : Veri Setiady
Director of Human Capital : Adi Nugroho
Director of Operation : Agus Haryadi
Director of Engineering : Ristiyanto Eko Wibowo
Board of Commissioners
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President Commissioner : Antoni Arif Priadi
Commissioner : Dita Indah Sari
Commissioner : Ni Luh Enik Ermawati
Commissioner : Irfan Wahid
Commissioner : Erwan Agus Purwanto
Independent Commissioner : Abdul Muis
Independent Commissioner : Eva Yuliana
Independent Commissioner : Djamaluddin
Independent Commissioner : Imelda Sari
Nature of Affiliate Relationship
The Company and API have an Affiliated relationship in the form of entities that are
both indirectly controlled by the Republic of Indonesia.
Upon the completion of the Proposed Transaction, (i) API will hold the largest
percentage of share ownership in the Company, and (ii) GIAA’s shareholding in the
Company will be diluted. Nevertheless, the implementation of the Proposed
Transaction will not result in any change of control over the Company.
Upon the completion of the Proposed Transaction, there will be no change of control
over the Company, as referred to in POJK 9/2018.
In this regard, after the completion of the Proposed Transaction, GIAA will continue to
(i) have control over the Company and (ii) consolidate the Company’s financial
statements into GIAA’s financial statements.
C. Explanation, Considerations, and Reasons for Carrying Out the Transaction Compared
to a Similar Transaction Not Conducted with an Affiliated Party
In order to improve and develop the Company's business for the improvement of the equity
position, and as part of the restructuring of the GIAA group, the Company will implement the
Proposed PMHMETD II whereby API will participate in an in-kind contribution to the Company
through the contribution of API’s Asset. The Company will have an increase in fixed assets of
at least IDR 5,664,912,000,000 (five trillion six hundred sixty four billion nine hundred twelve
million Rupiah).
Based on the above, the Company estimates that the Proposed Transaction for the Company’s
shareholders will have a positive impact on the Company’s financial condition, including
optimization of asset management that can have a positive impact on the Company’s
operational activities, improvement of the Company’s equity, development of the Company’s
business, and ultimately will provide an added value for the Company’s shareholders.
In addition, the obtainment of API’s Asset provides certainty of ownership over strategic assets
that were previously leased, which in turn creates room for the realization of the Company’s
acceleration program for developing new facilities and businesses. This increase in capacity
will drive the expansion of value-added MRO services, as well as the enhancement of
operational capacity and capabilities, ultimately leading to improved operational efficiency and
service quality for customers.
The Proposed In-Kind Contribution is a strategic step for the Company because it allows the
Company to own the asset without an immediate cash outlay. Leasing can produce higher
Return on Assets (ROA) and Return on Equity (ROE) because the asset base is lower.
However, the benefits of owning the land are far greater, including long-term certainty over the
operating site, flexibility to expand facilities, and increases in the Company’s assets and equity.
This approach also strengthens the Company’s financial position by removing lease and
concession costs for the MRO land once it is owned, which improves profitability, and it avoids
exposure to future rent increases. Overall, compared with leasing, the in-kind contribution
option offers greater strategic and financial benefits for the Company, including but not limited
to long-term certainty, lower costs, higher assets and equity, and better cash flow.
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As a form of compliance with the principles of good corporate governance and the prevailing
laws and regulations, the implementation of the Proposed Transaction will be carried out after
obtaining approval from the Company’s shareholders through the mechanism of EGMS.
D. Benefits of the Transaction to the Company
Benefits of the Proposed Transaction to the Company are as follows:
1. the Company will strengthen its equity condition through an increase in fixed assets by
means of the in-kind contribution of API’s Asset;
2. the Company will gain flexibility in the use, development, and management of more
strategic land to support business activities;
3. the Company will be able to optimize land utilization to support the expansion of MRO
facilities, including the construction of new hangars, Landing Gear facilities, and an
Engine Shop; and
4. there will be cost savings from the reduction of rental and concession expenses for
API’s Asset, which previously were borne by the Company, while at the same time
enhancing fiscal space for the strengthening of working capital.
Furthermore, with the receipt of a non-cash capital contribution in the form of the API’s Asset,
the Company obtains certainty of ownership over strategic assets that were previously held
only under lease. This certainty provides a solid foundation for accelerating the growth of the
MRO business, both through the expansion of Airframe capacity and the development of
Landing Gear and Engine maintenance lines, in collaboration with strategic partners. This
initiative not only strengthens the Company’s ability to deliver improved services to customers,
but is also expected to enhance competitiveness and restore investor and market confidence.
Besides the benefits of the transaction, the Company also faces the following risks related to
the Company’s transaction:
Going Concern Risk
The Company’s proposed transaction has a positive impact on equity. However, the
improvement is non-cash and does not directly affect liquidity. This creates a potential going
concern risk if available cash is insufficient to meet operational working capital needs. To
address this, the Company is implementing a Cash Flow Optimization strategy through several
programs:
1. accelerating collection of aging receivables;
2. speeding up billing and invoicing processes;
3. negotiating credit limits and payment terms with vendors; and
4. conducting periodic monitoring and control to ensure cash outflows align with the
established plan.
In-kind Realization Risk
The risk related to realization of the in-kind arises if the change in land title status (from HPL to
HGB) is not completed before the effective date of PMHMETD II. In that case the in-kind cannot
be recorded as capital because ownership has not been legally perfected. As mitigation, the
Company has been coordinating intensively and carrying out regular monitoring with API to
process the change from HPL to pure HGB with the Ministry of ATR/BPN.
Potential Tax Risk
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A non-cash capital contribution (in-kind) in the form of land and buildings conducted by the
Company is subject to duty on the Acquisition of Land and Building Rights (BPHTB) under the
applicable tax regulations. Based on initial estimates, the tax impact of the in-kind transaction
is approximately 5% of the Taxable Object Acquisition Value, with the estimated BPHTB
amounting to around IDR 294.6 billion, consisting of land and building components. However,
because the in-kind objects are land and hangar facilities owned by PT Garuda Indonesia
(Persero) Tbk and PT Angkasa Pura I (Persero), which are included in the National Strategic
Projects (PSN) based on the Letter of the Committee for the Acceleration of Priority
Infrastructure Provision of the Coordinating Ministry for Economic Affairs of the Republic of
Indonesia Number PK.KPIPP/112/D.VI.M.EKON.KPIPP/12/2024 dated December 18, 2024,
the Company may utilize a BPHTB exemption facility with a 0% rate in accordance with local
government provisions.
Land Legality Risk
With respect to the status of API’s Land, which is still HPL, API as the HPL holder from the
state has submitted a request to the competent land office to relinquish the HPL over the API
Land, to be followed by an application by API for a pure Right to Build (HGB) over the API Land.
After API obtains pure HGB over the API Land, API will contribute capital to GMF through
PMHMETD II by making a non-cash capital contribution in the form of land owned by API to
GMF, so that the HGB over the API Land will be transferred from API to GMF.
A delay in completing the land legality status poses a risk of postponing realization of the
corporate action. As mitigation, the Company has been coordinating intensively and conducting
regular monitoring with API to process the change from HPL to HGB entirely with the Ministry
of ATR/BPN.
Rights Issue Failure Risk
The rights issue may fail if public shareholders do not exercise their rights to purchase the
newly issued shares. As mitigation, the Company will appoint a reputable underwriter for the
rights issue and coordinate with the IDX regarding a possible grace period if the free float falls
below the required threshold.
Dilution Impact on Public Shareholders
A non-cash capital contribution (in-kind of land) may result in dilution for public shareholders,
because the issuance of new shares to the party making the non-cash contribution increases
the number of shares outstanding without a corresponding increase in public ownership.
However, this dilution is expected to be temporary, as the in-kind assets are strategic and can
strengthen the Company’s financial position and create new revenue sources. The Company
will ensure that the value of the shares issued is equivalent to the fair value of the in-kind assets,
based on an independent appraisal and a fairness opinion, and will maintain disclosure so that
this corporate action delivers long-term benefits for all shareholders.
At present, the Company utilizes around 70% of the total operational land owned by API. Given
the potential growth in aircraft maintenance demand both domestically and internationally, the
Company plans to expand the business by increasing capacity. Land ownership is a key factor
in this capacity expansion plan, which can also provide confidence to potential investors to
collaborate with the Company.
In carrying out the Proposed Transaction, the Company ensures the process is conducted with
the principle of information disclosure, so that all shareholders have an equal opportunity to
participate.
If successfully implemented, the Proposed Transaction will not only deliver financial added
value to the Company but also strengthen the national aviation ecosystem. Greater asset
certainty, operational efficiency, and facility expansion will position Indonesia more strongly as
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an aircraft maintenance hub in Southeast Asia, while also increasing the country’s investment
appeal and tourism.
In the context of the Proposed Transaction, the Company has ensured that the implementation
of PMHMETD II is conducted under the principle of information disclosure to all shareholders,
so that each shareholder has an equal opportunity to participate.
E. Compliance with Applicable Capital Market Provisions
1. Based on the provision of Article 8 paragraph (1) of the POJK 32/2015, the
implementation of PMHMETD II can be carried out after:
a. the Company obtained approval from the EGMS with respect to the PMHMETD
II;
b. the Company submits a registration statement for PMHMETD II along with its
supporting documents to the OJK; and
c. the Company's registration statement that will be submitted to the OJK in
relation to the PMHMETD II is declared effective by OJK .
In relation to the Proposed In-kind Contribution, the period between the date of the
appraisal report and the date of share deposit shall not exceed 6 (six) months.
2. Based on the provision of Article 9 paragraph (2) of the POJK 32/2015, the Proposed
In-kind Contribution must fulfill the following provisions:
a. directly related to the use of proceeds; and
b. use an appraiser to determine the fair value of the forms other than money
used as deposit and the fairness of the deposit transaction for shares in the
forms other than money.
Furthermore, the implementation of the Proposed In-kind Contribution is subject to the
approvals required to be obtained by API, namely internal corporate approvals as well
as approvals from the creditors of API, as applicable.
3. The Proposed Transaction meets the criteria of an Affiliated Transaction, but is not a
Conflict of Interest Transaction and does not result in the disruption of the Company’s
business continuity. The Affiliated relationship between the Company and API are
entities that are both indirectly controlled by the Republic of Indonesia.
Pursuant to Article 33 letter a of POJK 17/2020, in the event that a Material Transaction
also constitutes an Affiliated Transaction, the Company is only required to comply with
the obligations applicable to Material Transactions as stipulated under POJK 17/2020.
In relation to the Proposed PMHMETD II, pursuant to Article 33 letter c of POJK
17/2020, in the event that a Material Transaction constitutes a capital increase, the
Company is only required to comply with the provisions of POJK 32/2015. Considering
that the Proposed PMHMETD II will be carried out through a public offering, the
obligation to comply with the provisions on Material Transactions under POJK 17/2020
shall be exempted, and its implementation will instead be subject to POJK 32/2015,
which governs the procedures for the implementation of HMETD.
Furthermore, the Proposed In-kind Contribution constitutes a Material Transaction for
the Company, which currently has negative equity as the value of the in-kind
contribution object, which amounting to IDR 5,664,912,000,000 (five trillion six hundred
sixty four billion nine hundred twelve million Rupiah), exceeds 10% (ten percent) of the
Company’s total assets as of 30 June 2025, in this matter is 86% (eighty six percent)
of the Company’s total assets.
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In accordance with Article 11 letter j of POJK 17/2020, the Company is not required to
(i) engage an appraiser to determine the fair value of the Proposed In-kind Contribution
as referred to in Article 6 paragraph (1) letter a of POJK 17/2020, and (ii) obtain the
approval of the GMS as referred to in Article 6 paragraph (1) letter d of POJK 17/2020,
since the Proposed In-kind Contribution constitutes a restructuring transaction carried
out by a listed company (in this case, the Company) that is directly or indirectly
controlled by the Government of the Republic of Indonesia, whereby such restructuring
has been supported by the Letter of the Ministry of State-Owned Enterprises of the
Republic of Indonesia No. S-373/MBU/06/2025 dated 23 June 2025 concerning
Approval of the Restructuring for the purpose of the Recovery of PT Garuda Indonesia
(Persero) Tbk. Nevertheless, the Company still obtains the appraisal report from the
KJPP to conduct an assessment to the API’s Asset and the fairness of the deposit
transaction to fulfil the provisions of POJK 32/2015.
The Proposed In-kind Contribution does not constitute a Conflict of Interest Transaction
as referred to in Article 1 point 5 of OJK Regulation 42/2020, because it is not a
transaction that creates a divergence between the Company’s economic interests and
the personal economic interests of any member of the Board of Directors, member of
the Board of Commissioners, principal shareholder, or controller that could cause loss
to the Company. As explained in the Introduction chapter page 4-5 of this Disclosure of
Information, the Proposed In-Kind Contribution is intended to improve the Company’s
equity and profitability, as it can reduce the land lease expense for the API’s Asset that
the Company pays to API, thereby lowering operating expenses and improving the
Company’s equity position to positive.
SUMMARY OF INDEPENDENT PARTY’S OPINION
A. Summary of API’s Asset Appraisal
The Company has appointed KJPP Ruky, Safrudin & Rekan (“RSR”), in accordance with the
Work Agreement Letter No. RSR/P-AB/FASVFO/110825.03 dated 11 Agustus 2025 as an
independent appraiser to carry out the appraisal of API’s Asset.
KJPP Ruky, Safrudin & Rekan is an authorized KJPP with a KJPP Business License from the
Minister of Finance of the Republic of Indonesia No. 2.11.0095 and Decree of the Minister of
Finance No. 917/KM.1/2014 dated 10 December 2014, with Yuyu Wahyudin as the person in
charge for the appraisal report of the API’s Asset, holding Public Appraiser License No. P-
1.08.00046 and registered as a capital market supporting profession under Capital Market
Professional Registration Certificate No. STTD.PP-45/PJ-1/PM.02/2023.
The following is a summary of API’s property appraisal report as outlined in the Appraisal
Report No. 00335/2.0095-01/PI/05/0046/1/IX/2025 dated 15 September 2025 (“Appraisal
Report”). Unless otherwise defined in the Disclosure of Information, the capitalized terms shall
have the same meaning ascribed to them in the Appraisal Report.
1. Object of Appraisal
The object of appraisal consists of ± 972,123 m2 (nine hundred seventy two thousand
one hundred twenty three square meters) that is part of Right to Manage (Hak
Pengelolaan) No. 1/Pajang owned by API. The object of appraisal is located in the
Garuda Maintenance Facility (GMF) Area, Soekarno-Hatta International Airport
Complex, Sub-district Benda, Benda District, Tangerang City, Banten Province (“Object
of Appraisal”).
2. Purpose and Objective
The purpose of this appraisal is to provide a market value opinion for the existing use
of the Appraisal Object, for the purpose of API’s Asset transaction in the context of
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capital injection in the form of other than money (in-kind contribution) into the Company
with respect to the Proposed PMHMETD II.
3. Inspection Date and Appraisal Date
RSR conducted a physical inspection of the condition of the Appraisal Object on 8
September 2025, and the appraisal date was determined as of 30 June 2025.
4. Assumptions and Limiting Conditions
The assumptions and limiting conditions used in this appraisal are as follows:
a. the asset appraised have no legal issues and the title is valid, free and clear,
marketable, and transferable;
b. in this appraisal, RSR assumes that the copies of documents received by the RSR
and relating to the object of appraisal are true and correct;
c. the site identification made by the Assignor and/or its representative namely Ms.
Putri as the RSR Company’s staff is assumed to be the correct object of appraisal,
and it is not the RSR’s responsibility if the asset shown to the RSR differ from, or
are not, the asset intended under the scope of the engagement or from the copies
of documents received by RSR.
d. for land valuations, the Appraiser uses the area stated in the copy of the land
certificate or other ownership documents, which the RSR assumes to be correct;
e. if the Assignor fails to provide accurate data and information regarding the object
of appraisal, including incorrect site identification (including by the Assignor’s
assigned/representative personnel), the Appraiser is released from responsibility
for any inaccurate valuation results arising from such errors. (KEPI 5.8 point b.2);
f. in this appraisal, the Value Opinion on the Company’s asset is inseparable. RSR
is not responsible if, in the future, the use of part of the analysis and information
without considering the entire information and analysis to a misleading view;
g. information provided by other parties to the Appraiser, as cited in the appraisal
report, is considered reasonable and reliable, however, the Appraiser is not
responsible if such information ultimately proves inconsistent with the facts.
Information stated without a cited source constitutes the RSR’s own review of
available data, examination of documents, or information obtained from competent
authorities. The responsibility to verify such information rests entirely with the
Assignor;
h. unless otherwise required by applicable laws and regulations, this appraisal and
the Appraisal Report are confidential and addressed solely to the intended
Assignor and its professional advisers, and are provided only for the purposes set
out in the Appraisal Report. RSR is not responsible to any party other than the
Assignor. Any other party using this report are responsible for all risks arising from
it;
i. the value(s) stated in the Appraisal Report, as well as any other value within the
report that forms part of the appraised asset, apply only for the stated valuation
purpose(s). The value(s) in this Appraisal Report may not be used for any other
appraisal purpose that could result in errors;
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j. all evidence of ownership, legality, and permits relied upon are based on
information and data provided by the Assignor;
k. unusual hidden conditions affecting the asset that could have a negative impact
on value are outside RSR’s responsibility, as they fall within the scope of work of
other experts;
l. the Appraiser is released from any and all claims and liabilities arising from use of
this report that is not in accordance with the stated purpose and intent of the report;
m. it is not RSR’s responsibility to address any matters relating to the legal status of
title or other agreements not disclosed to the Appraiser; the Appraiser assumes
the asset is under lawful ownership and use, and that there are no other
agreements encumbering the asset;
n. RSR has no present or future interest in the asset appraised, and the Appraiser’s
engagement to conduct this appraisal is not contingent upon the value reported;
o. the Appraiser is not responsible to parties other than those specified in the
engagement letter and the appraisal report;
p. any person receiving this report or a copy thereof has no right to publish or use it
for any purpose without the consent of the appraiser or the owner, except that the
owner may do so;
q. RSR has the right and not obliged to revise and rectify the contents of this
Appraisal Report if data or information is obtained after the report’s completion;
r. RSR emphasizes that this report is not generally applicable, but is specific to the
users of the report listed in this Appraisal Report. RSR is not responsible to other
parties who use this Appraisal Report, either in part or in whole, or as a reference
for inclusion in any document, statement, circular, or for communication to any
other party, without prior written consent from RSR regarding the form and context
in which it will appear;
s. that the Company shall indemnify and hold harmless RSR from and against any
and all claims, liabilities, costs and expenses (including but not limited to legal fees
and time spent) directed at, paid to, or incurred by RSR at any time and in any
manner arising in connection with the issuance of the Appraisal Report on the
asset in question, if the data provided by the Company is inaccurate; and
t. this Appraisal Report shall be deemed valid only if it bears the RSR’s seal or stamp
and is signed by the licensed appraiser whose name appears above
5. Assumptions
a. This appraisal has been prepared using the Financial Projections as provided by
the Company’s management, whose underlying assumptions have been adjusted
by the Appraiser and approved by the Company’s management (the “Adjusted
Financial Projections”), therefore better reflect the fairness of the projections with
its achievable capabilities.
b. In this appraisal, RSR understands that the subject asset is land held under a Right
to Manage (Hak Pengelolaan Lahan / HPL), however, for the appraisal purpose
and based on information from the assignor, the land status is assumed to be a
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clean Right to Build (Hak Guna Bangunan / HGB) or equivalent to freehold whereby
the assignor and landowner will later submit an application to release the rights;
and
c. RSR understands there is a discrepancy between the area stated on the certificate,
i.e., 12,910,095 m² (twelve million nine hundred ten thousand ninety five square
meters), and the area used in this appraisal, i.e., 972,123 m² (nine hundred seventy
two thousand one hundred twenty three square meters). The area was obtained
based on information from the assignor, which at the time this report was prepared
did not yet have a new area measurement based on the process of separation or
issuance of a new certificate. If in the future there is a difference in area due to the
issuance of a new certificate, this report will no longer be valid and RSR
recommends that a review/reassessment be conducted. In addition, if the HGB for
the land in question has not been issued, the value stated in this report may not be
used as a basis for transactions.
6. Assessment Approach and Methods
The Income approach was applied to determine the Property’s Market Value using the
residual method. The appraisal was performed on the subject, which forms part of a
single integrated property, by capitalizing the income generated by the land, buildings,
and machinery and equipment components, then deducting the net operating income
from other components that are not subject to assessment to obtain the specific income
on the assessed object.
In RSR’s view, this approach is the most appropriate given the characteristics of the
asset, where there is insufficient market data that is comparable and commensurate
with the object of appraisal to be used as a basis for comparison.
7. Conclusion
Based on the above appraisal approaches and methods, and having considered all
relevant data and information, analyses performed, and various factors affecting the
property’s market value, RSR is of the opinion that the amount of IDR
5,664,912,000,000 (five trillion six hundred sixty four billion nine hundred
twelve million Rupiah) represents the market value for the existing use of the API’s
Asset, in accordance with the Object of Appraisal stated above, as of 30 June 2025.
B. Summary of the Fairness of the Proposed In-kind Contribution
Company has appointed RSR, in accordance with Purchase Order No. 820004181 dated 9
September 2025 as an independent auditor to provide a fairness opinion on the Proposed
Transaction.
RSR is a licensed KJPP holding Business License No. 2.11.0095 issued by the Minister of
Finance of the Republic of Indonesia pursuant to Decree No. 1131/KM.1/2011 dated 14
October 2011, with Rudi M. Safrudin, MAPPI (Cert.), as the person in charge for the fairness
opinion, holding Public Appraiser License No. B-1.10.00269, and registered as a capital market
supporting profession under Capital Market Professional Registration Certificate No. STTD.PB-
23/PJ-1/PM.02/2023.
The following is a summary of the fairness opinion report on the Proposed Transaction as set
out in Report No. 00070/2.0095-00/BS/05/0269/1/IX/2025 dated 22 October 2025 (“Fairness
Opinion Report”). This Fairness Opinion Report is reissued to revise our report dated 17
September 2025 No. 00066/2.0095-00/BS/05/0269/1/IX/2025, and Report No. 00067/2.0095-
00/BS/05/0269/1/X/2025 dated 13 October 2025, in relation to the OJK Letter No. S-
490/PM.023/2025 dated 6 October 2025.
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Unless otherwise defined in the Disclosure of Information, capitalized terms shall have the
same meanings ascribed to them in the Fairness Opinion Report.
1. Parties to the Transaction
a. The Company
Line of Business : Aircraft maintenance
Address : 2nd Floor, South Lobby, Hangar 4 PT Garuda
Maintenance Facility Aero Asia Tbk. Area
Perkantoran Bandar Udara Internasional Soekarno-
Hatta. Tangerang 15125.
b. API
Line of Business : Airport services and airport-related services
Address : InJourney Airports Center (IAC), Bandar Udara
Internasional Soekarno-Hatta PO BOX 1004,
Tangerang 15111.
API is an entity that is jointly controlled with the Company which therefore there is an
affiliate relationship between API and the Company.
2. Object of Transaction
The object of analysis is the Company’s plan to accept the transfer of assets from API
for capital injection in the form other than money (in-kind contribution) to the Company
in connection with the Proposed PMHMETD II.
The object of the Proposed In-kind Contribution is the API’s Asset.
3. Date of Fairness Opinion
The date of fairness opinion in this assignment is as of 30 June 2025.
4. Purpose and Objective of Providing Fairness Opinion
The purpose of this assignment is to provide an opinion on the fairness of the
Company’s plan to receive an asset transfer from API by way of an in-kind contribution
to the Company in connection with the Proposed PMHMETD II.
The purpose of providing this fairness opinion is for the benefit of the capital market
related to the fulfillment of POJK 32/2015. The fairness opinion is not used outside the
context or purpose of the fairness opinion.
5. OJK Nature of the Proposed Transaction and Relevance to the OJK Regulation
The Proposed In-kind Contribution amounting to IDR 5,664,912,000,000 (five trillion six
hundred sixty four billion nine hundred twelve million Rupiah) or equivalent to 86%
(eighty six percent) of the Company’s total assets as of 30 June 2025, thus the
transaction value exceeds 10% (ten percent) of the Company’s total assets, hence the
transaction is categorized as a Material Transaction as stated in Article 3 paragraph (3)
of the POJK 17/2020.
6. Assumptions and Limiting Conditions
a. The Fairness Opinion is a non-disclaimer opinion. RSR has reviewed the
documents used in preparing the fairness opinion, and the data and
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information obtained came from both the Company’s management and other
sources deemed reliable as to their accuracy.
b. The Fairness Opinion has been prepared using Incremental Financial
Projections provided by the Company’s management, reflecting the fairness of
the projections and the ability to achieve them (fiduciary duty).
c. The Fairness Opinion is prepared on the basis of the integrity of information
and data. In preparing this Fairness Opinion, RSR relied on and based its work
on data and information provided by the Company’s management which,
based on the essence of fairness, are presumed to be true, complete, reliable,
and not misleading.
d. RSR did not perform an audit or detailed due diligence of the explanations or
data provided by the Company’s management, whether oral or written.
Accordingly, RSR makes no representation or warranty and assumes no
responsibility as to the truth or completeness of such information or
explanations.
7. Methodology of the Transaction Fairness Analysis
In conducting the fairness analysis of the Proposed Transaction, we use the analysis
method in the form of (i) transaction analysis, (ii) qualitative and quantitative analysis
of the Proposed Transaction, and (iii) analysis of the fairness of the transaction value.
a. Transaction Analysis
i. The parties involved in the proposed transaction are the Company and
API, and the object to be transacted is the in-kind contribution of API’s
Asset as a capital contribution in a form other than cash to the Company.
ii. This transaction constitutes a Material Transaction and an Affiliated
Transaction carried out for the purpose of a restructuring intended to
improve or maintain the Company’s business continuity.
iii. This transaction has no conflict of interest because there is no difference
between the economic interests of the Company and the personal
economic interests of members of the Board of Directors, members of the
Board of Commissioners, and principal shareholders of the Company
which may harm the Company.
b. Qualitative and Quantitative Analysis
Qualitative Analysis
i. MRO industry projections indicate a positive growth trend over 2024–
2033. Globally, the market size is expected to increase from USD110.6
billion in 2024 to USD137.1 billion in 2033, reflecting a compound annual
growth rate (CAGR) of 2.42% (two point four two percent), driven by
growth in the number of operating aircraft, fleet’s lifespan, and the ongoing
need for maintenance of aircraft engines, components, and structure.
Although domestic growth is relatively lower than the Asia Pacific and
global averages, Indonesia’s MRO market remains significant, especially
with the increase in the national fleet and opportunities to attract
international demand given Indonesia’s geographical advantages, which
can be strengthened through capacity upgrades, infrastructure
development, and collaboration with global partners.
ii. The aviation industry will face pressure from high operating costs,
exchange rate fluctuations, increases in aviation fuel (avtur) prices, and
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supply chain disruptions affecting aircraft parts availability.
Notwithstanding these challenges, the global MRO industry still has
substantial opportunities. As a leading national MRO with a global
reputation, the Company is well positioned to capture these opportunities.
Building on the positive momentum from its 2024 performance, the
Company will focus on strengthening its core business and driving
diversified growth under the theme “Strengthen Core and Drive Diversified
Growth”.
iii. The expected benefits for the Company from implementing the Proposed
Transaction are an increases in fixed assets through in-kind contribution
and savings in lease expenses, which are expected to support the
optimization of business development activities while improving the
Company’s financial performance.
Quantitative Analysis
i. Analysis of Projected Income Statement Without and With the Proposed
Transaction
Proyeksi Laba Rugi (dalam Ribu US$)
Deskripsi 1-Jul-25 1-Jan-26 1-Jan-27 1-Jan-28 1-Jan-29 1-Jan-30
31-Dec-25 31-Dec-26 31-Dec-27 31-Dec-28 31-Dec-29 31-Dec-30 Avg*
Tanpa Rencana Transaksi
Pendapatan 239.839 443.937 476.691 523.282 556.762 579.291
Laba Bersih 14.561 29.161 33.347 39.001 46.304 50.209
Margin Laba Bersih % 6,07% 6,57% 7,00% 7,45% 8,32% 8,67% 7,26%
Dengan Rencana Transaksi
Pendapatan 239.839 450.947 485.397 545.534 603.367 627.388
Laba Bersih 15.844 38.923 43.755 51.747 62.182 66.850
Margin Laba Bersih % 6,61% 8,63% 9,01% 9,49% 10,31% 10,66% 8,99%
*) rasio tahun 2025 disetahunkan
a) With the implementation of the Company’s Proposed Transaction, the
Company’s revenue is projected to increase, whereby at the end of the
projection period, in 2030, with the implementation of the Company’s
Proposed Transaction, the Company’s revenue is projected at
USD627.39 billion, and USD579.29 million without implementing the
Company’s Proposed Transaction.
The increase in revenue is primarily due to land optimization in
developing new facilities such as Hangar 5 and Hangar 6, as well as
new businesses such as the Landing Gear business and the Engine
Shop business.
b) With the implementation of the Company’s Proposed Transaction, the
Company’s net income during the period July 2025 – December 2030
is projected to increase, whereby at the end of the projection period,
in 2030, with the implementation of the Company’s Proposed
Transaction, the Company’s net income is projected at USD66.85
million and, without implementing the Company’s Proposed
Transaction, at USD50.21 million.
c) The Company’s average net profit margin during July 2025 –
December 2030 with the implementation of the Company’s Proposed
Transaction is projected at 8.99% (eight point nine nine percent),
increasing compared to without implementing the Company’s
Proposed Transaction at 7.26% (seven point two six percent).
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ii. Analysis of Projected Financial Position Without and With the Proposed
Transaction
Proyeksi Posisi Keuangan (dalam Ribu US$)
Deskripsi Avg
31-Dec-25 31-Dec-26 31-Dec-27 30-Dec-28 30-Dec-29 30-Dec-30
Tanpa Rencana Transaksi
Aset 450.614 458.489 541.969 573.072 595.716 621.319
Liabilitas 724.505 703.356 753.721 746.213 723.184 701.554
Ekuitas (273.891) (244.867) (211.752) (173.141) (127.468) (80.235)
ROA 5,18% 6,36% 6,15% 6,81% 7,77% 8,08% 6,72%
ROE n/a n/a n/a n/a n/a n/a n/a
Dengan Rencana Transaksi
Aset 805.398 839.852 880.193 912.113 941.102 953.220
Liabilitas 726.149 721.817 718.635 733.881 742.656 735.486
Ekuitas 79.249 118.035 161.557 178.232 198.446 217.734
ROA 3,06% 4,63% 4,97% 5,67% 6,61% 7,01% 5,33%
ROE 31,05% 32,98% 27,08% 29,03% 31,33% 30,70% 30,36%
a) With the implementation of the Proposed Transaction, the Company’s
total assets during 2025–2030 are projected to increase. At the end of
the projection period, in 2030, compared to without implementing the
Company’s Proposed Transaction, they are projected to increase from
USD621.32 million to USD953.22 million in 2030, primarily driven by
increases in fixed assets and current assets.
b) With the implementation of the Company’s Proposed Transaction, the
Company’s total liabilities during 2025–2030 are projected to increase.
At the end of the projection period, in 2030, compared to without
implementing the Company’s Proposed Transaction, they are
projected from USD701.55 million to USD735.49 million in 2030,
primarily due to higher contract liabilities and trade payables.
c) With the implementation of the Company’s Proposed Transaction, the
Company’s total equity during 2025–2030 is projected to increase. At
the end of the projection period, in 2030, compared to without
implementing the Company’s Transaction, it is projected from negative
USD80.23 million to USD217.73 million in 2030, resulting from an
increase in retained earnings.
d) The Company’s Return on Equity (ROE) during 2025-2030 increases,
in connection with the implementation of the Proposed Transaction,
the average of the Company’s ROE is projected at 30.36%. The
increment occurs due to the increase in the Company’s net profit and
equity.
e) The Company’s return on assets (ROA) during 2025–2030 declines,
with the implementation of the Proposed Transaction, the Company’s
average ROA is projected at 5.33%, and without the Proposed
Transaction at 6.72%. The decrease occurs due to an increase in the
Company’s total assets.
c. Fairness Analysis of Transaction Value
Analysis of the fairness of the market value of assets with the proposed
transaction value in the transaction is carried out by comparing the market
value of assets to be in-kind contribution with the value of the Proposed
Transaction. Based on the calculation of the fairness analysis of the proposed
transaction value, where the market value of the in-kind contribution’s asset is
the same as the value of the Proposed Transaction, so it is still within the
fairness threshold of +/- 7.5% (seven point five percent) of the market value as
stipulated in Article 48 letter b of POJK 35/2020.
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d. Sensitivity Analysis of the Fairness of the New Share Exercise Price
The sensitivity analysis is conducted to determine the impact of the Company’s
market value as of 30 June 2025 (as assessed by the Appraiser) on the
Company’s exercise price and theoretical share price, taking into account a
fairness range of ± 7.5% as stipulated in Article 48 letter b of POJK 35.
Using the Company’s market value of IDR 86 per share, the following is the
sensitivity analysis of the exercise price and the theoretical share price,
considering a fairness range of ±7.5% as stipulated in Article 48 letter b of
POJK 35, whereby:
• the minimum exercise price is IDR 69 per share (rounded) with a
theoretical price of IDR 74.47 per share; and
• the maximum exercise price is IDR 104 per share (rounded) with a
theoretical price of IDR 96.83 per share.
8. Conclusion of Fairness Opinion
By considering the fairness analysis of the Proposed Transaction, which covers a
review of the Proposed Transaction, qualitative and quantitative analysis, assessment
of the fairness of the transaction price, and other relevant factors, RSR is of the opinion
that the Company’s plan to receive the transfer of API’s Asset as a non-cash capital
contribution (in-kind), implemented through the issuance of shares by the Company to
API is fair.
Based on management’s information, the exercise price for the proposed new share
issuance will be agreed and set with reference to the Company’s closing share price
and the Company’s market value as of 30 June 2025, while observing the applicable
laws and regulations, including POJK 32/2015 and Rule I-A.
INDEPENDENT PARTIES INVOLVED IN THE PROPOSED TRANSACTION
The independent parties involved in the Proposed Transaction are as follows:
1. Public Accounting Firm Purwanto Susanti dan Surja (a member firm of Ernst & Young global
network), as the independent auditor who conducts the audit of the Audited Consolidated
Financial Statements of the Company and its Subsidiaries for the six month Period Ending on
30 June 2025 signed by Ronny Stewart, CPA, on 12 September 2025, under Public Accountant
License No. AP.1749, pursuant to Engagement Letter No. 0129/PSS/08/2025 dated August 8,
2025;
2. KJPP Ruky, Safrudin & Rekan, as an independent KJPP registered with OJK with the following
appraiser qualifications:
a. as the independent appraiser conducting the valuation of the API’s Asset, with Yuyu
Wahyudin as the responsible appraiser, holding Public Appraiser License No. P-
1.08.00046 and registered as a capital market supporting professional under Capital
Market Supporting Professional Registration Certificate No. STTD.PP-45/PJ-
1/PM.02/2023, pursuant to Technical Proposal No. RSR/P-AB/FASVFO/110825.03
dated 11 August 2025, followed up by Purchase Order No. 820004155 dated 21 August
2025; and
b. as the independent appraiser providing a fairness opinion on the Proposed In-kind
Contribution between the Company and API, with Rudi M. Safrudin, MAPPI (Cert.) as the
responsible appraiser, qualified in Property and Business Appraisal Services, holding
Appraiser License No. B-1.10.00269 and registered as a supporting profession with the
OJK under No. STTD.PB-23/PJ-1/PM.02/2023, pursuant to Purchase Order No.
820004181 dated 9 September 2025.
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3. TnP Law Firm, as a legal consultant who provides legal advice to the Company regarding the
Proposed Transaction, with Ken Prasadtyo, S.H., LL.M. as the responsible partner, holding
Capital Market Supporting Professional Registration Certificate No. STTD.KH-
454/PM.223/2022 dated March 9, 2022 under the name of Ken Prasadtyo, pursuant to
Appointment Letter No. 527/TnP-RT-KPO-KY/VIII/2025 dated 6 August 2025;
4. Notary Office of Shanti Indah Lestari, on behalf of Shanti Indah Lestari, S.H., M.Kn. as the
notary who prepares and drafts the deeds of the minutes of the EGMS of the Company and the
agreements in connection with the Proposed Transaction; and
5. PT Datindo Entrycom, as the Share Registrar who carries out the share administration in the
Proposed PMHMETD II.
STATEMENT OF THE BOARD OF DIRECTORS AND THE BOARD OF COMMISIONERS
The Board of Directors and Board of Commissioners of the Company recommend all shareholders of
the Company to approve the proposal on the Proposed Transaction as described in the Disclosure of
Information. In providing such recommendation to the shareholders, the Board of Directors and Board
of Commissioners of the Company have considered the benefits and financial impact of the Proposed
Transaction. Therefore, the Board of Directors and the Board of Commissioners believe that the
implementation of the proposal of the Proposed Transaction is the best option at this time for the
Company and all shareholders of the Company.
Subsequently, the Board of Directors and the Board of Commissioners of the Company, whether
individually or collectively, declare that:
1. the Proposed Transaction 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 such
information is not misleading.
EGMS
To comply with the provisions of the prevailing laws and regulations, the Proposed Transaction as
described above will be submitted for approval by the Company’s shareholders whose names are
recorded in the Company’s Shareholders Register on 1 October 2025 at 4:00 p.m. Western Indonesian
Time, and/or the Company’s shareholders whose shares are held in sub-securities accounts at KSEI
at the close of trading of the Company’s shares on the IDX on 1 October 2025. The EGMS will be held
both physically and electronically through KSEI’s Electronic General Meeting System facility to be
provided by KSEI on:
Day, Date : Friday, 24 October 2025
Time : 14.00 – 16.00 Western Indonesian Time
Place : Auditorium Room, Ground Floor, Garuda Management
Building, Garuda City, Office Area of Soekarno-Hatta
International Airport, Tangerang.
Agenda items of the EGMS related to the Proposed Transaction are as follows:
1. Approval of the Company’s plan to conduct a PMHMETD II (“PMHMETD II”) to the Company’s
shareholders pursuant to OJK Regulation No. 32/POJK.04/2015 on Capital Increases of Public
Companies by Issuing HMETD, as amended by OJK Regulation No. 14/POJK.04/2019 on
Amendments to OJK Regulation No. 32/POJK.04/2015 on Capital Increases of Public Companies
by Issuing HMETD (“POJK 32/2015”).
2. Approval of amendments to Article 4 paragraphs (1), (2), and (3) of the Company’s Articles of
Association in connection with changes to the Company’s capital structure in its authorized capital
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and the increase of the Company’s issued and paid-up capital in relation to the implementation of
the PMHMETD II.
The quorum for attendance and approval for the first agenda item above is in accordance with POJK
15/2020 and the Company’s Articles of Association, as follows:
1. The EGMS may be convened if more than ½ (half) of the total shares with voting rights are present
or represented. A resolution of the EGMS is valid if approved by more than ½ (half) of the total
voting shares present at the EGMS.
2. If the attendance quorum at the first EGMS as referred to in point 1 above is not met, a second
EGMS may be held, provided that the second EGMS is valid and entitled to adopt resolutions if at
least 1/3 (one-third) of the total shares with voting rights are present or represented. A resolution of
the second EGMS is valid if approved by more than 1/2 (half) of the total voting shares present at
the second EGMS.
3. If the attendance quorum at the second EGMS as referred to in point 2 above is not met, a third
EGMS may be held, provided that the third EGMS is valid and entitled to adopt resolutions if
attended by shareholders of voting shares with the attendance and decision quorums determined
by OJK upon the Company’s application.
Furthermore, the quorum for attendance and approval for the second agenda item above is in
accordance with POJK 15/2020 and the Company’s Articles of Association, as follows:
1. The EGMS may be convened if attended by shareholders representing at least 2/3 (two-third) of
the total valid shares with voting rights. A resolution of the EGMS is valid if approved by more than
2/3 (two-third) of the total voting shares present at the EGMS.
2. If the attendance quorum at the first EGMS as referred to in point 1 above is not met, a second
EGMS may be held, provided that the second EGMS is valid and entitled to adopt resolutions if
attended by shareholders representing at least 3/5 (three-fifth) of the total valid shares with voting
rights. A resolution of the second EGMS is valid if approved by more than 1/2 (half) of the total
voting shares present at the second EGMS.
3. If the attendance quorum at the second EGMS as referred to in point 2 above is not met, a third
EGMS may be held, provided that the third EGMS is valid and entitled to adopt resolutions if
attended by shareholders of voting shares with the attendance and decision quorums determined
by OJK upon the Company’s application.
The following are important dates in relation to the Company’s EGMS:
Agenda Date
Written Notification to the OJK on the agenda of the EGMS 10 September 2025
Announcement to the Company’s shareholders on the EGMS 17 September 2025
Disclosure of Information on the PMHMETD II 17 September 2025
Recording date of the Shareholders Register of the Company 01 October 2025
Invitation of the EGMS 02 October 2025
EGMS 24 October 2025
Announcement of the summary of EGMS 28 October 2025
The Company will seek approval from the EGMS with due observance of the provisions of POJK
15/2020 and POJK 14/2025, to carry out the PMHMETD II as described in the Disclosure of Information.
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ADDITIONAL INFORMATION
To obtain information in connection with the PMHMETD II, the Company’s shareholders may convey to
the Company, from Monday – Friday on 08.00 – 17.00 WIB at the following address:
PT Garuda Maintenance Facility Aero Asia Tbk
2nd Floor, South Lobby Hanggar 4 PT Garuda Maintenance Facility Aero Asia Tbk
Area Perkantoran Bandar Udara Internasional Soekarno-Hatta
Tangerang 15125, Indonesia
Phone: (021) 550 8737
Fax: (021) 550 10461
Website: www.gmf-aeroasia.co.id
E-mail: corporate.secretary@gmf-aeroasia.co.id
Tangerang, 22 October 2025
Board of Directors
39
Names mentioned 66 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×7
unresolved
org
PT Angkasa Pura Indonesia.
p.2 ×13
unresolved
org
Milik Negara
p.3
unresolved
org
Ministry of Law
p.3 ×8
unresolved
org
Ministry of Law and Human Rights
p.3
unresolved
org
Ministry of ATR
p.3 ×3
unresolved
org
Ministry of Agrarian and Spatial Planning
p.3
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.3
unresolved
org
Minister of Law
p.3
unresolved
org
Minister of Law and Human Rights
p.3
unresolved
org
Ministry of Finance
p.4
unresolved
org
Government of the Republic of Indonesia
p.6 ×2
unresolved
org
Ministry of State-Owned Enterprises
p.6 ×2
unresolved
person
Arry Supratno
· Notaris
p.7
unresolved
org
GMF Aero Asia Tbk
p.7 ×8
unresolved
person
Shanti Indah Lestari
· Notaris
p.7 ×8
unresolved
org
PT Datindo Entrycom
p.8 ×2
unresolved
person
Ronny Stewart
p.11 ×2
unresolved
org
Rintis
p.11 ×2
unresolved
org
Rianto & Rekan
p.11 ×2
unresolved
person
Ade Setiawan Elimin
p.11 ×4
unresolved
org
KJPP Ruky
p.19 ×4
unresolved
org
Safrudin & Rekan
p.19 ×4
unresolved
person
Muhani Salim
· Notaris
p.20
unresolved
org
Minister of Justice
p.20
unresolved
org
Tangerang District Court
p.20
unresolved
org
PT Angkasa Pura Indonesia Owned By Limited
p.20
unresolved
person
Nanda Fauz Iwan
· Notaris
p.20 ×5
unresolved
org
PT Aviasi Pariwisata Indonesia
p.24 ×3
unresolved
org
Minister of State-Owned Enterprises
p.24 ×2
unresolved
org
KJPP Business License
p.29
unresolved
org
Minister of Finance
p.29 ×3
unresolved
person
Putri
p.30
unresolved
person
Rudi M. Safrudin
p.32 ×2
unresolved
person
Ken Prasadtyo
p.38
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
5003 ms
12 Sep 2026 22:34
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}