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20251016_GTSI_Transaksi Material Tanpa Persetujuan RUPS_31968007_lamp3.pdf
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Page 1 OCR 0.884
SALEFORM 2012 Norwegian Shipbrokers' Association's MEMORANDUM OF AGREEMENT Memorandum of Agreement for sale and purchase of ships Dated: 26 September 2025 GAS-seventeen Ltd., an exempted company incorporated and existing under the laws of Bermuda and having its registered office at Clarendon House, 2 Church Street, Hamilton, HM11 Bermuda hereinafter called the "Sellers", have agreed to sell, and PT GTS INTERNASIONAL TBK., a company incorporated under the law of the Republic of Indonesia, having its registered office at Mangkuluhur City Tower Office One, 26th Floor, Jl. Jend. Gatot Subroto Kav. 1-3, Karet Semanggi, Jakarta 12930 hereinafter called the "Buyers", have agreed to buy: Name of vessel: Methane Jane Elizabeth IMO Number: 9307190 Classification Society: American Bureau of Shipping Class Notation: XA1, Liguified Gas Carrier, (E), KAMS, XACCU, FL 40, SH, SHCM, BWT4, CRC, NIBS, PMP-4, RRDA, SFA 40, SH-DLA, TCM Year of Build: 2006 Builder/Yard: Samsung Heawy Industries Co., Ltd. Flag: Bermuda Place of Registration: Hamilton GT/NT: 95,753 / 28,726 hereinafter called the "Vessel", on the following terms and conditions: Definitions "Banking Days" are days on which banks are open both in the country of the currency stipulated for the Purchase Price in Clause 1 (Purchase Price) and in the place of closing stipulated in Clause 8 (Documentation) and London, New York, Athens, Singapore and Jakarta-lade-adeitionaljuriselcti spsoprial “Buyers' Nominated Flag State" means Indonesia (state flag state) "Class" means the class notation referred to above. “Classification Society" means the Society referred to above. "Deposit" shall have the meaning given in Clause 2 (Deposit). “Deposit Holder" means Hill Dickinson International acting through its office at Piraeus, Greece. (state-name-and locati f-Deposit-Holder)-or-if-left-blank-the-Sellers: Bank-which-shall-held-and-rel the-Depositin da ith this-Agreement. “Escrow Agreement” means the escrow agreement or completion services agreement or similar to be made between: (a) the Buyers, (b) the Sellers and (c) the Deposit Holder in relation to the Deposit to be paid pursuant to clause 2 (Deposit). “In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter: or e-mail er-telefax. “Parties” means the Sellers and the Buyers. "Purchase Price" means the price for the Vessel as stated in Clause 1 (Purchase Price). "Sellers' Account" means the below account of the Sellers (state-details-ef-bank-aceeunt) at the Sellers' Bank or any "This Document is a computer cenerated copy of the "SALEFORM 2012” form printed by authority of Norwegian Shiporokers' Association using software which Is the copyrighl of SDSD. Any insertion or @eletion to the form musi be cleariy visible. In the event of any modification made to the preprinted text of this document which Is not cleariy visible, he text of the original approved document shall apply. Noregian Shiporokers' Association and SDSD assumo no responsibility for any loss or damage caused as A result of discrepancies between the original aporoved document and this -s Tu Uu dk
Page 2 OCR 0.889
other bank account reguested by the Sellers and confirmed by the Buyers: Beneficiary: GAS-seventeen Ltd. IBAN: GB50CITI18500814870093 "Sellers' Bank" means the below bank designated by the Sellers (state-name-of bank-branch-and-details)-or—ifleft-bank- the-bank-notified-by-the-Sellers-to-the-Buyers-for receipt of the balance of the Purchase Price Bank name: Citibank N.A., London Branch Bank address: 33 Canada Sguare, Canary Wharf, London E14 5LB, UK BIC/SWIFT Code: CITIGB2L 1. Purchase Price The Purchase Price is $24,500,000 (United States Dollars twenty-four milllor five hundred thousand) less 1.54 commission payable to Howe Robinson Partners Pte. Ltd (state-ew y tlh d d figures). 2. Deposit As security for the correct fulfilment of this Agreement the Buyers shall lodge a deposit of 105 (ten per cent) er-ifHeft blank—-1095-(ten-per-cent) of the Purchase Price, (the "Deposit") in an interest bearing account for the Parties with the Deposit Holder within three (3) Banking Days after the date that: (i) this Agreement has been signed by the Parties and exchanged in original or by e-mail er-telefax: and (ii) the Deposit Holder has completed the due diligence formalities reguired to establish and open the Deposit Account for the Parties and has confirmed in writing to the Parties that the account has been opened. The Deposit shall be released in accordance with joint written instructions of the Parties in the form provided in the Escrow Agreement. Interest, if any, shall be credited to the Buyers. Any fee charged for holding and releasing the Deposit shall be borne egually by the Parties. The Parties shall provide the Deposit Holder all necessary documentation to open and maintain the account without delay. 3. Payment On delivery of the Vessel, but not later than three (3) Banking Days after the date that Notice of Readiness has been given in accordance with Clause 5 (Time and place of delivery and notices): () the Deposit shall be released to the Sellers, and (ii) the balance of the Purchase Price and all other sums payable on delivery by the Buyersto the Sellers under this Agreement (together, the “Balance”) shall be paid in full free of bank charges to the Seller's Account. The Buyers shall, no later than three (3) Banking Days prior to the scheduled delivery date notified to the Buyers in accordance with Clause 5(b), remit the Balance to the Deposit Holder for the Deposit Holder to hold the funds to the order of the Buyers or Buyers' bank and release the same to the Sellers' Account upon presentation of pdf copies of (i) the Protocol of Delivery and Acceptance duly dated, timed and signed by the Sellers and the Buyers and (ii) release instructions in the form set out in the Escrow Agreement. 4. Inspection (a)“The Buyers have inspected and accepted the Vessel's classification records. Buyers have also inspected the Vessel at/in Linggi, Malaysia on 12 July 2025 and have accepted the Vessel following this inspection. The Buyers accept the Vessel and its classification records and the sale is outright and definite, subject only to the terms and conditions of this Agreement. 5)-4i)The—Buyers shall have tu ht th Ke-elassifieati d d—declarewheth , Buy g pe het tee withi tate-date/period) P3 Pp 7 This Document is a computer generated copy of the "SALEFORM 2012” form printed by authority of Norwegian Shipbrokers' Association using software which is Ihe copyright of SDSD. Any insertion or olotion to the form musi be cieariy visible. In ihe eveni of any modification made to the preprinted text of this document which Is not clearly visible, the text of ihe ariginal approved document shall apply. Nomegian Shiporokers' Association and SDSD assume no responsiblity far any loss or damage caused as a result of discrepancies between the original approved document and this pam 5 19, ra 9
Page 3 OCR 0.808
(iHrhe-Sell hall ke-thel, 1 ilable-fori: ST Hi istat 1 /ranae) itb fstate-date/period! ti P « Pl ge) P : Ih Buy ps hall dertak thx - ti without d dek 4 thu Ve —Should—thr Bas Ye! delaythey-shall p te-the-Sellers-forthe-h therebyi d—TheB hall tthe Vi -without g e-witbout tto-the—Selh Duri th tion—thu X 's—deck d Pe vettaY h book: ball Ter P : g P 7 g Ih 17 bali triabt a—definit biect b—to—the—term: Yen diti this A 1. ided 9 —Subj y g —P that-the—Sell jp it ti “4 ak f—the— Wi re th B Ss withi ty tv 12 how Yr leti f- h—nspeetion—or—aft the-date/last-d: fthe—period-statedii | LM hicheve li Pl P y P toni Should—the—Buyersfail-t dertake—the—inspection heduled—andik t £ ptani f the—Vessels | ficati Ta! Ye Tr t—the— 11 t—bi rz ived by th Selk for id—tbe—Di #3 jt & NTaY itb interest d—ifany—shallbe-reloasedii diatelto-the Bu hereafterthis-Aer tehall-be-nuland-void 7 Yr y yersr g : #itarand Mb) kernativos-delote-whiehi is-notapplicable-In-tho-ab: #deletions—alternative4/ah-shallanp! tar 37 7 Lili g 7 PPry 5. Time and place of delivery and notices (a) The Vessel shall be delivered and taken over safely afloat at safe and accessible berth or anchorage at/in Batam, Indonesia (state-place/range) in the Sellers' option. Notice of Readiness shall not be tendered before: 6 October 2025 Cancelling Date (see Clauses 5(c), E(alfi), 6(a)fiii) and 14): 13 October 2025 (the period from and including 6 October 2025 to and including the Cancelling Date being the “Delivery Period”) (b) The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with twenty (20), fifteen (15), ten (10), seven (7), five (5) and three (3) days' approximate and one (1) day's firm notice of the date the Sellers intend to tender Notice of Readiness and of the intended place of delivery. Upon signing of this Agreement, Sellers shall narrow down the Delivery Period by notifying the Buyers of a specific 24-hour period on which they intend to tender Notice of Readiness. 5 When the Vessel is atthe-ph #-delivery-and-physically ready for delivery in accordance with this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery. (c) If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the Cancelling Date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and proposing a new Cancelling Date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 (Sellers' Default) within three (3) Banking Days of receipt of the notice or of accepting the new date as the new Cancelling Date. Ifthe Buyers have not declared their option within three (3) Banking Days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notification shall be deemed to be the new Cancelling Date and shall be substituted for the Cancelling Date stipulated in Clause 5(a). Ifthis Agreement is maintained with the new Cancelling Date all other terms and conditions hereof including those contained in Clauses 5(b) and 5(d) shall remain unaltered and in full force and effect. (d) Cancellation, failure to cancel or acceptance of the new Cancelling Date shall be entirely without prejudice to any claim for damages the Buyers may have under Clause 14 (Sellers' Default) for the Vessel not being ready by the original Cancelling Date. (e) Should the Vessel become an actual, constructive or compromised total loss before delivery the Deposit together with interest earned, if any, shall be released immediately to the Buyers whereafter this Agreement and the Bareboat Charter shall be null and void and no Party shall have any claim whatsoever against the other Party. 6. Divers Inspection / Drydocking (a)' (i) The Buyers shall have the option at their cost and expense to arrange for an underwater inspection by a diver approved by the Classification Society prior to the delivery of the Vessel. Such option shall be declared latest nine (9) days prior to the This Document is a computer generated copy of the "SALEFORM 2012” form printed by authority of Norwegian Shipbrokers' Association using software which is the copyright of SDSD. Any insertion or eletion to the form musi be cleariy visible. In the event of any modification made to ihe preprinted text af this document which is nat cleariy visible, the text of the original approved document shall apply. Norwegian Shipbrokers' Association and SDSD assume no responsiblity for any loss or damage caused as a resuli of discrepancies betwaan the original approved document and Ihis document, 1 Ha
Page 4 OCR 0.755
Vessel's intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. The Sellers shall at their cost and expense make the Vessel available for such inspection. This inspection shall be carried out without undue delay and in the presence of a Classification Society surveyor arranged for by the Sellers and paid forby the Buyers. The Buyers' representative(s) shall have the right to be present at the diver's inspection as observer(s) only without interfering with the work or decisions of the Classification Society surveyor. The extent of the inspection and the conditions under which it is performed shall be to the satisfaction of the Classification Society. Ifthe conditions at the place of delivery are unsuitable for such inspection, the Sellers shall make the Vessel available at a suitable alternative place near to the delivery port at the Buyers' cost and expense, in which event the Cancelling Date shall be extended by the additional time reguired for such positioning and the subseguent re-positioning. The Sellers may not tender Notice of Readiness prior to completion of the underwater inspection. (ii) Ifthe rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel's class, then (1) unless repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by the Classification Society of the Vessel's underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society's rules (2) such defects shall be made good by the Sellers at their cost and expense to the satisfaction of the Classification Society without condition/recommendation"” and (3) the Sellers shall pay for the underwater inspection and the Classification Society's attendance. Notwithstanding anything to the contrary in this Agreement, if the Classification Society do not reguire the aforementioned defects to be rectified before the next class drydocking survey, the Sellers shall be entitled to deliver the Vessel with these defects against a deduction from the Purchase Price of the estimated direct cost (of labour and materials) of carrying out the repairs to the satisfaction of the Classification Society, whereafter the Buyers shall have no further rights whatsoever in respect of the defects and/or repairs. The estimated direct cost of the repairs shall be the average of guotes for the repair work obtained from two reputable independent shipyards at or in the vicinity of the port of delivery, one to be obtained by each of the Parties within two (2) Banking Days from the date of the imposition of the condition/recommendation, unless the Parties agree otherwise. Should either of the Parties fail to obtain such a guote within the stipulated time then the guote duly obtained by the other Party shall be the sole basis for the estimate of the direct repair costs. The Sellers may not tender Notice of Readiness prior to such estimate having been established. (iii) If the Vessel is to be drydocked pursuant to Clause 6(aJ(ii) and no suitable dry-docking facilities are available at the port of delivery, the Sellers shall take the Vessel to a port where suitable drydocking facilities are available, whether within or outside the delivery range as per Clause 5(a). Once drydocking has taken place the Sellers shall deliver the Vessel at a port within-the delivenzrange as per Clause 5(a) which-shall forthe-purpi (this Glause-becemeth: portef delivery: In such event the Cancelling Date shall be extended by the additional time reguired for the drydocking and extra steaming, but limited to a maximum of fourteen (14) days. b)Fhe-Selk halkok the ve Hin-drvdeek-atthh rtef-delh fe ti bvibe CI: ification-Societv of the- Vi f3 ( PI y P' y P y y Yz1 Ft ris-bel 4he-d Hoa: tki xteptof theji etik be Hp el th-the-CI: ificatk Sescietv's Pi Pp 7 p g y les-If the rude Her—bott therundenwat rts-bolowthe-d Head found-broken—damaged : propeller, P P 7 g defeeti 4 #fecttheN js lass. Jeh-defect: hal-bemadi - e-at-the-Selh 33 1 Ta1 pi to-thi tisfacti fthe—CI: Hficati Sesi Ay ithout elitiop/i datiop hb t-the—Seller: 1 4 pay forthe ts d PENS ip pection-withbutti: theVve 11 ndHtakine-hi toftdpvdockpeludi #he-drydoek-di e-the-CIh: ification P' putting g ydeek- g jetv's faas— The-Selh halah: forthesi ts cd ifbart: #the-tailshaft 4 yk d-orfound : pay P P | defeetiw rbrok 4 ffestthe 1 SE 4 Aothu theB: hal the for id ts Yel r . y pay P dues-andfees. HftheA His-drvdoeked-bursuantto-Cih E-aXiPor6-bl-abi y P taxi) tb) (-he-CI: Hicatk Sesiet ie #the-tailshaft tt tki tentotth H bek toh tisfactk stku y-nay- Fog y y 5 y-being | Ffication It kh: treawiredby-the—CI. ificatk Sesiety—the-Buvers shalih: th tik to-reauir c | dasi y 3 BI yr y da kui the-tailshaft-to-be—di ad 1 dian the-Ch ification—Soeci u th tant-of-the Hp bi Hi rek thn rai ificati Si NYA Hes-fertailshaft-sw Yen tentawitb-thu ist: fthei, ps veleThe—B: y y 9 yeyele- y hall-deel: hetbher-th: ire-the-tailshaft-to-be-di Yen ved Haterth: btr leti f-the-inspeeti bs y-Fegi y y pl P' y the—Ckk ficati jot—The-d 4 a-refitti #the-tailshaft-shall bi a-b-the—Selk bowl ts fp yr g 9 gec-by g YP tailshaft y tt be Tel Yi fe a-deteeti te #feetthe, (Lu hk thi pi rat hal-be Yen mad — d t tki Selk 1g tand p te thx tisfaeti £ Ck ification Seek ty without-condition/ dationet This Document is a computer generated copy of the "SALEFORM 2012” form printed by authorty of Norwegian Shipbrokers' Association using software which is Ihe copyright of SDSD. Any insertion or eletion to ihe form musi be cieariy visible. In the eveni of any modification made to the prepnnted text of this document which is nol cleariy visiblo, Ihe ext of the original approved document shall apply. Norwegian Shipbrokers' Association and SDSD assume no rosponsibiliy for any loss or damage caused as @ result of discrapancies between the onginal approved document and this sesamen A1) 4 k Fg
Page 5 OCR 0.621
#he-Classificati ti Fu ta ck latipa-to-tku uryev-ofthetailshafi-svst, hallbeabi by-the Buvers-unlk tt p 9 yeHA Y y yers-upie Sesietw-reaui b-survente—bi jed-out i£ its f the sysetom Ye) el found-defecti: broken hk yee y P: Y as-to fii-The—Buvers' renon ntativats)-shall-h: the—iahttob: re: Hp-thedpdock bb: pi b itbewt-interferi ith 1 yi Pi nadvets) 9 p' y Ta teronry g ibu ke desisi the Classification S sh ty yi fiv-The—Bi ball-have-th ight-teh: 4 aah 17 pt t-the—Wi I-cleaned Ye! intad-attheiri: k—eost-and 4 y igh p: PN p 7 Gen Hboutinterii ' prtha Ol: ificati Sesiet, sr k—if—anv ne-without-afeeti bu La 3 beban 2 3 7 yr - 3 Vessels-tii hedalp 1 hi Te 4#he—Selu hi mleted-the-work Ps-timely Yr yi P Pk jaleh-the-Selk adit tek letatihe Buvars' rkshall-beforthe-R: 1 si Li yer 2, H Hi ETeY Jar: HOOP- lati: Oftho-Selk 3 rktendi Hi. #Readi fordeliv bilst Guiros 2 S Hp pl Neti ” the 11 #ndock tai twithstandii Slause Sfa)-the-Bm hal bligad-to-take-delivorin rdari itb » 7 7 Y Aa RA y 3 Bi kai fai! KP. D-whether-the-We: His indrvdock “2 use Hay 7 ess y 7 “CHA d-6-bi-are—alternati: " dalet bicku if 13 licable-r-the-absen #deleti NE ti #tarshall bb 7 197 natives PP! - g tar PPh “Nok Ya Yaar Yel fan H tb: pe tar F—which tad—bvtbi ad? Hicatk Sesietr without -A 7 Yr Y P Lk y y dition mpendati notHtebetaken-ink “2 7. Spares, bunkers and other items The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on shore. All spare parts and spare eguipment, if any, belonging to the Vessel at-the-time—of—inspectien used or unused, whether on board ornot shall become the Buyers' property, but spares on order are excluded. Forwarding charges, if any, shall be for the Buyers' account. The Sellers are not reguired to replace spare parts including spare tai-end shaft(s) and spare propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to delivery, but the teplaced items shall be the property of the Buyers. Unused stores and provisions shall be included in the sale and be taken over by the Buyers without extra payment. Library and forms exclusively for use in the Sellers' vessel(s) and captain's, officers' and crew's personal belongings including the slop chest are excluded from the sale without compensation, as well as the following additional items: Seasmart device, Vessel's laptop, telemedicine eguipment. Items on board which are on hire or owned by third parties, listed as follows, are excluded from the sale without compensation: Oxygen/Acetylene/Freon bottles, atmosphere measuring devices, vibration scanner, liferafts, VSAT Antenna, KVH crew entertainment eguipment. Items-on-bs d-at—the-time. #Hinspx tion-whieh bi e-byHthire-partii s—noHisted-ab: 5 bali 2! rel presured-byihe-Sellers-priorte-dalivenyat-thei tand-expense: The Buyers shali take over remaining bunkers, LNG heel and unused lubricating and hydraulic oils and greases in storage tanks and unopened drums and pay sither: tap——the actual net price (excluding barging expenses) as evidenced by invoices or vouchers: er (by: th 1 “2 12 Ff Judi barcipa Kp: J-at-tho—por e—dat t—deli t thai: I- if ter t g-barging-expenses) Li y HF for the guantities taken over. Payment under this Clause shall be made at the same time-and place and in the same currency as the Purchase Price. Kla Honiptbis- Ol: shallm 4he-B: LT Ctk reina-to-Ci: MAH HI ction)-f-applicable-Hf P 7 Ii y p 9 tarerAbHlaspi MHappi - tbove distal ithoutip: ti the-dati this Acer tshallbe-tku 1 t dat PH 7 Gre “ah EH) Jt Ta delete whisheveris-not licable—latu lbs #deletjops-alternati: fa-shall Tai tar to , F PPI - r ta) PP This Document is a compuler generaled cony of Ihe "SALEFORM 2012” form printed by authority of Norwegian Shipbrokors' Assoclatian using software which Is he copyrighi of SDSD. Any inserlian or Seletion to the form musi be cloariy visible. In the even of any modification made to Ihe preprinled text of this document which is not claariy visible, tne text of the original approved decument shall apply. Nomuegian Shiporokers' Association and SDSD assume no responsibility for any loss or damage caused 8s a resull of discrepancies between the original approved document and this. document. 4 4 PA d
Page 6 OCR 0.905
8. Documentation The place of closing: (a) In exchange for payment of the Purchase Price the Sellers shall provide the Buyers with the following delivery documents: (i) Legal Bill(s) of Sale in a form recordable in the Buyers' Nominated Flag State, transferring title of the Vessel and stating that the Vessel is free from all morigages, encumbrances and maritime liens or any other debts whatsoever, duly notarially attested and legalised or apostilled, as reguired by the Buyers' Nominated Flag States Prior to the scheduled delivery date, the Sellers shall send to the Buyers a copy of the signed Bill of Sale marked as “Non-negotiable”, (ii) Evidence that all necessary corporate, shareholder and other action has been taken by the Sellers to authorize the execution, delivery and performance of this Agreement: (ili) Copy of the Power of Attorney of the Sellers appointing one or more representatives to act on behalf of the Sellers in the performance of this Agreement, duly notarially attested and legalized or apostilled (as appropriate): (iv) Copy of the Transcript of Registry issued by the Bermuda Shipping and Maritime Authority on the date of delivery, in their standard form, evidencing the Sellers' ownership of the Vessel and that the Vessel is free from registered encumbrances and mortgages, to be e-mailed by the Sellers to the Buyers: (V) Copy of the Declaration of Class or (depending on the Classification Society) a Class Maintenance Certificate issued within three (3) Banking Days prior to delivery confirming that the Vessel is in Class free of any overdue condition/recommendation, (Vi) Letter of undertaking by the Sellers dated on the date of delivery to provide an sepy original of the Certificate of Deletion of the Vessel from the Bermuda Shipping and Maritime Authority promptly and at the latest within ten (10) Banking Days after the date of delivery of the Vessel from the Sellers to the Buyers : (Vii) A letter of undertaking by the Sellers dated on the date of delivery of the Vessel stating that the Sellers shall provide the Buyers with a-cepy the electronic copy of the Vessel's Continuous Synopsis Record issued by Bermuda Shipping and Maritime Authority not later than four (4) weeks after the date of delivery of the Vessel from the Sellers to the Buyers.: (vili) Copy of the Commercial Invoice for the Vessel, ix) Copy of the Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases. Estimated ROB and total price proven by invoice(s) at the time of purchase shall be submitted to Buyers on the signing date of this Agreement, (X)A copy of the Sellers' letter to their satellite communication provider cancelling the Vessel's communications contract as at the date of delivery which is to be sent to such provider by email as soon as reasonably practicable after delivery of the Vessel, (xi) Any additional documenis as may reasonably be reguired by the competent authorities of the Buyers' Nominated Flag State for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement: and (Xii) A copy of the Sellers' letter of confirmation that to the best of their knowledge , the Vessel is not black listed by any nation or international organisation. (Xii) A copy of the Certificate of Compliance of the Sellers dated not more than five (5) Banking Days prior to the date of delivery of the Vessel issued by the competent authorities of the jurisdiction of the Sellers' place of incorporation, confirming the goodstanding status of the Sellers, (b) At the tirne of delivery the Buyers shall provide the Sellers with: (i) Evidence that all necessary corporate, shareholder and other action has been taken by the Buyers to authorize the execution, delivery and performance of this Agreement: and This Document is a computer generated copy of Ine "SALEFORM 2012 Iorm printed by authorly of Norwegian Shipbrokers" Association using software which is he copirighi of SOSD. Any insartion or eletion to the form musi be cieariy Visible. In Ihe event of any modification made to the preprinled text of Ihis document which is not clear visible, the text of the original approved document shall apply. 'Norwegian Shipbrokers' Association end SDSD assume no responsiblity for any loss ar damage causod as a resull Of discrepancies between the original approved document and this document. PI 7, A4 PN P3
Page 7 OCR 0.925
(ii) Power of Attorney of the Buyers appointing one or more representatives to act on behalf of the Buyers in the performance of this Agreement, including to execute the protocol of delivery and acceptance and any and all other documents in connection with the purchase of the Vessel, to release the Deposit, to pay or release the balance of the Purchase Price and all other moneys payable to the Sellers by the Buyers, as provided in this Agreement, and in this respect, to represent the Buyers before the Deposit Holder and sign all relevant documents including the release instructions and any payment orders, and to perform all necessary actions regarding the acceptance of the delivery of the Vessel by the Buyers, duly notarially attested and legalised or apostilled (as appropriate). (iii) Copy of valid Business Registration Number (Nomor Induk Berusaha) of the Buyers issued by the competent authorities of the jurisdiction of the Buyers' place of incorporation certified as true copy by a director of the Buyers or an attorney: (iv) Electronic copy of “Profil Perusahaan" (Company Profile) of the Buyers extracted from the online database of Directorate General of Law Administration (Direktorat Jenderal Administrasi Hukum Umum/AHU), dated no more than ten (10) Banking Days prior to the date of delivery of the Vessel showing the Buyers' incumbent members of Board of Directors, and a letter of confirmation executed by Buyers' director or attorney on the date of delivery of the Vessel confirming that the members of Board of Directors as stated under such Company Profile is still valid, (v) Copy of the Articles of Incorporation (or eguivalent document) of the Buyers, together with all amendments thereto, certified as true copy by a director of the Buyers or an attorney: (vi) a pdf. copy of the Certificate of Goodstanding (or eguivalent document issued by the jurisdiction of incorporation of the Buyers) confirming the good standing status of the Buyers dated no more than five (5) Banking Days before delivery: (c) Ifany of the documents listed in Sub-clauses (a) and (b) above are not in the English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer gualified to practice in the country of the translated language. (d) The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Sub-clause (a) and Sub-clause (b) above for review and comment by the other party not later than five (5) days prior to the Vessel's intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. (e) Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above, the Sellers shall also hand to the Buyers the classification certificate(s) as well as all plans, drawings and manuals, (excluding ISM/ISPS manuals), which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are reguired to retain same, in which case the Buyers have the right to take copies. (#) Other technical documentation which may be in the Sellers' possession shall be promptly after delivery be forwarded to the Buyers at their expense, if they so reguest. The Sellers may keep the Vessel's log books but the Buyers have the right to take copies of same. (9) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. 9. Encumbrances The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, encumbrances, mortgages and maritime liens or any other debts whatsoever, and is not subjectto Port State or other administrative detentions. The Sellers hereby undertake to indemnify the Buyers against all conseguences of claims made against the Vessel which have been incurred prior to the time of delivery. 10. Taxes, fees and expenses Any taxes, fees and expenses in connection with the purchase of the Vessel and its registration in the Buyers' Nominated Flag State (including, without limitation, any import-related taxes or duties imposed in connection with the transaction by any authority in Indonesia) shall be for the Buyers' account, whereas similar charges in connection with the closing of the Sellers' register shall be for the Sellers' account. 11. Condition on delivery The Vessel with everything belonging to her shall be at the Sellers' risk and expense until she is delivered to the Buyers, This Document is a computer generated copy of the "SALEFORM 2012” form printed by authorily of Norwegian Shipbrokers' Association using software which Is Ihe copyright of SDSD. Any insertion or elotion to the form musi be cleariy visible. In ihe event of any modification made to the prepnnted text of ihis documeni which is not cleaty visible, Ihe text of the original approved document hall apoly. Norwegian Shipbrokers' Association and SDSD assume no responsibiliy for any loss or damage caused as a result of discrepancies between the original approved document and his A2 k “@
Page 8 OCR 0.909
but subject to the terms and conditions of this Agreement she shall be delivered and taken over as she was at the time of inspection, fair wear and tear excepted. However, the Vessel shall be delivered free of cargo and free of stowaways with her Class maintained without overdue condition/recommendation", free of average damage affecting the Vessel's class, and with her classification certificates and national certificates, as well as all other certificates the Vessel had at the time of inspection, valid and unextended without overdue condition/recommendation" by the Classification Society or the relevant authorities at the time of delivery. "inspection" in this Clause 11, shall mean the Buyers' inspection according to Clause 4(a) or 4(b) (Inspections), if apph ble-ftheA, Hstak: ver witbouti 2 ti hi dat ft Green tshal-be-the-reh #-eate- "Notes and memoranda, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account. 12. Name/markings Upon delivery the Buyers undertake to immediately change the name of the Vessel and alter funnel markings. 13. Buyers' default Should the Deposit not be lodged in accordance with Clause 2 (Deposit), the Sellers have the right to cancel this Agreement, and they shall be entitled to claim compensation for their losses and for all expenses incurred together with interest. Should the Purchase Price not be paid in accordance with Clause 3 (Payment), the Sellers have the right to cancel this Agreement, in which case the Deposit together with interest earned, if any, shall be released to the Sellers. If the Deposit does not cover their loss, the Sellers shall be entitled to claim further compensation for their losses and for all expenses incurred together with interest. No Party will be entitled to claim any conseguential losses. 14. Sellers' default Should the Sellers fail to give Notice of Readiness in accordance with Clause 5(b) by the Cancelling Date or fail to be ready to validly complete a legal transfer by the Cancelling Date the Buyers shall have the option of cancelling this Agreement. If after Notice of Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not made physically ready again by the Cancelling Date and new Notice of Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this Agreement, the Deposit together with interest earned, if any, shall be released to them immediately. Should the Sellers fail to give Notice of Readiness by the Cancelling Date or fail to be ready to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for their loss and for all expenses together with interest if their failure is due to proven negligence and whether or not the Buyers cancel this Agreement. No Party will be entitled to claim any conseguential losses. 15. Buyers' representatives After this Agreement has been signed by the Parties and the Deposit has been lodged, the Buyers have the right to place up to 6 (six) representatives on board the Vessel at their sole risk and expense for a period not exceeding 20 days in aggregate. These representatives are on board for the purpose of familiarisation and in the capacity of observers only, and they shall not interfere in any respect with the operation of the Vessel. The Buyers and the Buyers' representatives shall sign the Sellers' P&lI Club's standard letter of indemnity prior to their embarkation. 16. Law and Arbitration (a)' This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of or This Document is a computer generated copy of the "SALEFORM 2012” form printed by authorily of Norwegian Shipbrokers' Asscciation using soflwaro which is Ihe copyright of SDSD. Any insertian or eletion to the form must be cleariy visible, In the event of any modification made to ihe preprinted text of this document which Is not cleariy visible, the text of tne original approved document shall apply. Norwegian Shipbrokers' Association and SDSD assume no responsibily for any loss or damago caused as a resuli ol discrepancies between the original approved document and his FS ra
Page 9 OCR 0.802
in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re- enactment thereof save to the extent necessary to give effect to the provisions of this Clause. The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced. The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party reguiring the other party to appoint its own arbitrator within fourteen (14) calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) days specified, the party referring a dispute to arbitration may, without the reguirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both Parties as if the sole arbitrator had been appointed by agreement. In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. (b)-Fhis-Agi tehall-be-geverned-by-and trued d with Title9-of-the-Unitad States-Code-and-ihe bstantivelaw-(notineludingthe-choice of lesjofthe State-e£N. kkand-any-dispute-arisine-outetoril tion 9g 7 ydispi g witbHthi tshallbe-referrod-to-thi N tN k to-be-appointedb: h-ofthe-parties-heret 9 Bp 5 Pp ye P : d-the-third-by-the-tv hi - #heirdecisi thatofanytwo-ofihem-ehall-be-final-and for.th p £ g duel t be-entered db urtor tentiurisdiction— Th di hall-bi y Hudgi y y-any P j F Pp g ductedin rdanee-with-the-rules-of-the-Seciety-ef Maritime-Arbitrators--| h where itherth lai y #nterclaim as-thu Hm. $ 100-000-h rbitrati bale ducted ad ith-the-Shortened-Arbitration- Proced #the-Society-ot Maritime-Arbitrators y 7 te-ThisAaraoementshallbi abi Yen t yel dan jtb4the-h “2 istat ih: 2 Yen Ad Ht ( g 9 y ( Li y—dispi risk Htofor ti ith-thi mentshallbi 17 at bitrati t istat 11 5 bioet—t ET2Y g g place), | ka TN 46tb1 d6 1Ez ti -deletewhichi j t licabk batu bb: t—deleti Iterpati 1Ela) tan-t6tb) te : pp! " 5 ta) 17. Notices All notices to be provided under this Agreement shall be in writing. Contact details for recipients of notices are as follows: For the Buyers: For the Sellers: GAS-seventeen Ltd. Address: c/o GasLog LNG Services Ltd., 69 Akti Miaouli, 18537 Piraeus, Greece Attention: Head of Legal Email: gasloglegal@gaslogltd.com , gaslogcommercial@gaslogltd.com 18. Entire Agreement The written terms of this Agreement comprise the entire agreement between the Buyers and the Sellers in relation to the sale and purchase of the Vessel and supersede all previous agreements whether oral or written between the Parties in relation thereto. Each of the Parties acknowledges that in entering into this Agreement it has not relied on and shall have no right or This Documenl is a computer generated copy of the "SALEFORM 2012” form printed by authority of Norwegian Shipbrokers' Association using soflware which is the copyright of SDSD. Any insertian or Geletion to the form musi be cleariy visible. In the event ol any modification made to ihe preprinted text of ihis document which is not cleary visible, the text of the original approved document shall apply. Norwegian Shiporokers' Association and SDSD assume no responsibility for any loss or damage causcd as a result of discrepancies between the original approved document and this , ra
Page 10 OCR 0.912
remedy in respect of any statement, representation, assurance or warranty (whether or not made negligently) other than as is expressly set out in this Agreement. Any terms implied into this Agreement by any applicable statute or law are hereby excluded to the extent that such exclusion can legally be made. Nothing in this Clause shall limit or exclude any liability for fraud. Additional Clause 19 and 20 as attached are deemed to form part of this Agreement. 19. ANTI -BRIBERY AND SANCTIONS 19.1 Definitions (i) “Anti-bribery and Corruption Laws" means all laws, rules, and regulations from time to time, as amended, concerning or relating to bribery or corruption, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and all other applicable anti-bribery and corruption laws: and (ii)“Sanctions” means the economic, financial and trade embargoes, freezing provisions and sanctions laws and regulations administered, enacted or enforced by the United States of America (including so-called secondary sanctions), the European Union, the United Nations, the United Kingdom, Bermuda, or any jurisdiction in which a Party is incorporated or has a place of business, or in which the Vessel is situated or operating (the "Sanctions Authorities"). 19.2 Application This Clause shall apply in relation to any Sanctions, prohibition, or restriction imposed as regards to the transportation of any cargo or on any specified persons, entities, or bodies including the designation of specified vessels or fleets (including but not limited to being made subject to an asset freeze by the EU and/or being placed on the Specially Designated National and Blocked Persons (SDN) List of the Office of Foreign Assets Control (OFAC). 19.3 Buyers' Representations (a) The Buyers hereby warrant and represent that: (i) they, their parent company, are not in breach of any and are not subject to any Sanctions, prohibitions, restrictions or designation referred to in sub-clause (a) (ii) above and that they are acting as principal and not as agent, trustee or nominee of any person or entity who is subject to any Sanctions referred to in Clause 19.2 above. The representation and warranty made under this Sub-clause (i) is deemed repeated on each day from and including the date of this Agreement to and including the date of delivery of the Vessel. (ii) in connection with this Agreement and the performance thereof, Buyers will comply with all Anti-Bribery and Corruption Laws applicable to them including any laws, regulations, rules, decrees and/or official government orders applicable to such party relating to anti-bribery or anti-money laundering and that they shall each respectively take no action that would subject the other to fines or penalties under such laws, regulations, rules or reguirements: and (iii) they shall not, directly or indirectly, pay, offer, give or promise to pay or authorize the payment of, any monies or other things of value to: (i) a government official or an officer or employee of a government or any department, agency or instrumentality of any government: (ii) an officer or employee of a public international organization, (ili) any person acting in an official capacity for or on behalf of any government or department, agency or instrumentality of such government or of any public international organization: (iv) any political party or official thereof, or any candidate for political office: or (v) any other person, individual or entity at the suggestion, reguest or direction or for the benefit of any of the above-described persons and entities. (b) In the event that the Buyers wish to nominate a nominee to take delivery of the Vessel (the "Nominee"), the Sellers may reguest such information as they deem necessary or desirable in order to conduct due diligence on the Nominee and, if such Information is not forthcoming and/or the Sellers determine that the Nominee is unsuitable with respect to Sanctions, the Sellers may refuse to accept the proposed nomination. In this regard, the Buyers further represent and warrant that neither the Nominee, nor any entity or person owning, financing or controlling the Nominee is subject to an asset freeze by the EU and/or on the SDN List of OFAC, or otherwise subject to any Sanctions. This Decument Is a computer generated copy of the "SALEFORM 2012” form printed by authority of Norwegian Shipbrokers' Association using software which is the copyright of SOSD. Any insertion or deletion to the form must be cleany Visibie. In Ihe eveni of any modification mada io the preprinled text of Ihis document which is nol cieary visible, Ihe lexl of the Original approved document shall apply. Norwogian Shipbrokers' Associallon and SDSD assume no responsibility for any loss ar damage caused as a resull of discrepancies between (he original approved document and Ihis 8 r 1 '
Page 11 OCR 0.908
19.4 Sellers' Representations (a) The Sellers hereby warrant and represent that: (i) at the date of this Agreement, they and their parent company, are not in breach of any and are not subject to any Sanctions, prohibitions , restrictions or designation referred to in Clause 19.2 above. The representation and warranty made under this Sub-clause (i) is deemed repeated on each day from and including the date of this Agreement to and including the date of delivery of the Vessel. (ii) in connection with this Agreement and the performance thereof, Sellers will comply with all Anti-Bribery and Corruption Laws applicable to them including any laws, regulations, rules, decrees and/or official government orders applicable to such party relating to anti-bribery or anti-money laundering and that they shall each respectively take no action that would subject the other to fines or penalties under such laws, regulations, rules or reguirements: and (ili) they shall not, directly or indirectly, pay, offer, give or promise to pay or authorize the payment of, any monies or other things of value to: (i) a government cfficial or an officer or employee of a government or any depariment, agency or instrumentality of any government (ii) an officer or employee of a public intemational organization: (lii) any person acting in an official capacity for or on behalf of any government or department, agency or instrumentality of such govemment or of any public international organization: (IV) any political party or Official thereof, or any candidate for political office: or (V) any other person, individual or entity at the suggestion, reguest or direction or for the benefit of any of the above-described persons and entities. 19.5 Breach and Cancellation (a) In the event that there is a breach of this Clause 19 by a Party, the non-breaching Party may cancel this Agreement. If at any time during the performance of this Agreement, either Party cancels this Agreement pursuant to this Sub- clause (a), the non-breaching Party is entitied to compensation for direct losses incurred by the non-breaching Party (excluding, for the avoidance of any doubt any conseguential losses) only where such breach is caused through the breaching Party's engagement in a transaction or activity that violates or is likely to violate (i) any Sanctions, including but not limited to U.S. secondary sanctions provided that where new Sanctions are imposed by Sanctions Authorities after the date of this Agreement and such new Sanctions impose restrictions on either Party from completing and/or performing the transactions and/or activities contemplated by this Agreement then (at the time when the new Sanctions are imposed) engaged by a Party, either Party may terminate the Agreement within 3 days of the introduction of such new Sanctions in which case no compensation set out in this Sub-clause (a) is payable or (ii) any Anti-bribery and Corruption laws applicable to them. (b) If either Party cancels this Agreement pursuant to this Clause 19, then the Parties shall give instructions to the Deposit Holder for the Deposit together with interest earned, if any, to be immediately released to the Buyers. Where such release may expose either Party to (i) Sanctions or a risk of Sanctions or (ii) to breach of any Anti-Bribery and Corruption Laws applicable to them, the Parties shall give instructions to the Deposit Holder for the Deposit together with interest earned, if any, to be released to the Buyers promptiy following such release being permitted under all Sanctions and/or Anti-Bribery and Corruption Laws. The Parties shall cooperate as necessary to ensure such permission, as reguired, is granted. This Sub-clause (b) will survive any termination by either Party of this Agreement in accordance with this Clause 19. (c) save for the obligations contained in Sub-clauses (a) and (b) above and the rights of the Parties in relation to the other breaches of this Agreement (not concerning the subject of this Clause 19) accrued prior to the date of cancellation of this Agreement pursuant to this Clause 19, this Agreement shall, upon cancellation pursuant to this Clause 19, be void and neither Party will have any liability whatsoever to the other. 20. Post Delivery Maintenance 20.1 For the purposes of facilitating a smooth transition of the Vessel's operations following delivery, the Sellers shall make available to the Buyers two (2) Senior Officers, comprising one (1) Chief Officer and one (1) Second Engineer (the “Officers") for a period of up to sixty (60) calendar days. During such period, the Officers shall remain employees of GasLog LNG Services Ltd. (“GLNG") and shall be made available to the Buyers under the terms of a separate management agreement between the Buyers and GLNG. The Buyers shall bear all costs and expenses associated with the above, including but not This Document is & computer ganeraled copy Of Ihe "SALEFORM 2012” form printed by authoriy of Norwegian Shiabrokers' Association using soltware which Is the copyright of SDSD. Any insertion or deletion to the form musi be cleariy Vsible, In the event of any modificalion made Io tne preprinled text of this document which Is nat cleariy Visiole, Iho text of the original @pproved document shall apply, Nomwegian Shiporokers' Association and SDSD assume na responsibilty for any loss or damage caused as A resull of disarepancias between the original approved document and tnis kisi PPA Pi aa
Page 12 OCR 0.895
limited to the Officers' salaries, travel, insurance and accommodation, which shall be payable based on invoices and supporting documents issued by the relevant manning agent or ship manager. The Officers shall be on board the Vessel solely in an advisory capacity and shall not assume any operational command or authority. Neither the Sellers nor GLNG shall be liable for any act or omission of the Officers or for any decisions made or actions taken by the Buyers in reliance upon such advice. 20.2 All of the Vessel's procedures which are kept on board, including but not limited to the Bridge Operational Manual, Cargo Operation Manual and Machinery Operation Manual shall remain on board the Vessel after the Delivery Date. 20.3 The Vessel's historical computer-based Planned Maintenance System (“PMS”) data shall be exported in raw file format and delivered to the Buyers on the Delivery Date, in order to enable seamless continuation of the system. For the avoidance of doubt, the Sellers may additionally provide such data through other suitable means, including but not limited to secure digital storage media (e.g., USB, external hard drive) or secure electronic transfer (e.g., encrypted file transfer or cloud- based repository), provided that in all cases the raw file format shall be made available to the Buyers on the Delivery Date. For and on behalf of the Sellers For and on behalf of the Buyers GAS-seventeen Ltd. PT GTS INTERNASIONAL TI Kh | AH Name: Konstantina Kyprianidou Name: I Gusti Ngurah/Askhar4 Danadiputra Title: Attorney-in-fact Title: President Director 1 da This Document is a computer generated copy of he "SALEFORM 2012” form printed by authorily af Norwegian Shipbrokers' Association using sotlware which is the copyrighl of SDSD. Any insertion or eletion to the form must be cleariy visible. In Ihe event of any modification made to the preprintad text of this document which is not cleariy Visible, the text of the original approved document hall apply. Norwegian Shipbrokers' Association and SDSD assume no responsibilty for any loss or damage caused as a result of discrapancies between the original approved document and this document
Names mentioned 9 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Samsung Heawy Industries Co., Ltd.
p.1
unresolved
org
Howe Robinson Partners Pte. Ltd
p.2
unresolved
org
Direktorat Jenderal Administrasi Hukum Umum
p.7
unresolved
org
GasLog LNG Services Ltd.
p.9 ×2
unresolved
org
Buyers GAS-seventeen Ltd.
p.12
unresolved
org
PT GTS INTERNASIONAL TI Kh
p.12
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
1641 ms
13 Sep 2026 14:52
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}
Other files in this announcement 6
20251016_GTSI_Transaksi Material Tanpa Persetujuan RUPS_31968007_lamp6.pdf
done