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20250929_MEDC_Laporan Informasi dan Fakta Material_31953033_lamp1.pdf
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REVISION OF DISCLOSURE OF INFORMATION TO THE SHAREHOLDERS OF
PT MEDCO ENERGI INTERNASIONAL TBK
(“Company”)
This Disclosure of Information is made and addressed to the Shareholders in compliance with Financial
Services Authority Regulation No. 13 of 2013 on Policies for Maintaining Performance and Stability of
the Capital Market in Conditions of Significant Market Fluctuations, Financial Services Authority
Regulation No. 29/POJK.04/2023 on Shares Buyback Issued by Public Companies, the Letter of the
Executive Head of Capital Market, Derivative Finance, and Carbon Exchange Supervision No. S-
17/D.04/2025 dated 18 March 2025 on the Policy on the Implementation of Share Buyback by a Public
Company in Conditions of Significant Market Fluctuations and the Letter of the Executive Head of
Capital Market, Derivative Finance, and Carbon Exchange Supervision No. S-102/D.04/2025 dated 17
September 2025 on the Policy on the Implementation of Share Buyback by a Public Company in
Conditions of Significant Market Fluctuations.
PT MEDCO ENERGI INTERNASIONAL TBK
Main Business Activities:
The activities of holding company and other management consulting activities
Domiciled in South Jakarta, Indonesia
Head Office:
The Energy Building 53, Floor, SCBD Lot 11 A
Jalan Jenderal Sudirman Kav. 52 – 53
Jakarta 12190 – Indonesia
Phone : +62-21 29953000
Facsimile : +62-21 29953001
Email: corporate.secretary@medcoenergi.com
Website: www.medcoenergi.com
Information contained in this Disclosure of Information is important to be read and understood by the
shareholders of PT Medco Energi Internasional Tbk.
If you experience difficulty in understanding the information contained in this Disclosure of
Information or are hesitant in making a decision, you should consult with a securities broker,
investment manager, legal counsel, public accountant or other professional advisors.
The Company’s Board of Commissioners and Board of Directors, both individually and jointly, are
fully responsible for the completeness and accuracy of the whole information or material facts
disclosed in this Disclosure of Information stated herein is correct and that no unstated material facts
can cause the material information in this Disclosure of Information to be untrue and/or misleading.
This Revision of Disclosure of Information is made to Disclosure of Information dated 4
September 2025 and issued on 29 September 2025
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TABLE OF CONTENTS
DEFINITIONS ....................................................................................................................................... 3
I. INTRODUCTION .......................................................................................................................... 4
II. GENERAL ..................................................................................................................................... 4
III. INFORMATION ON THE COMPANY’S SHARES BUYBACK ............................................ 6
IV. STATEMENT OF THE BOARD OF DIRECTORS AND THE BOARD OF
COMMISSIONERS ...................................................................................................................... 9
V. ADDITIONAL INFORMATION ................................................................................................... 9
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DEFINITIONS
“Indonesia Stock : A stock exchange as defined in Article 1 Number 4 of the Capital
Exchange (IDX)” Markets Law, in this case organized by PT Bursa Efek Indonesia,
domiciled in Jakarta, or other exchanges determined later where
Shares are registered.
“Calendar Day” : Every day in 1 (one) year according to the Gregorian Calendar without
exceptions, including Sundays and national holidays set from time to
time by the Government of the Republic of Indonesia.
“KSEI” : Abbreviation for PT Kustodian Sentral Efek Indonesia, domiciled in
Jakarta, which is a Central Securities Depository in accordance with
the Capital Markets Law.
“MOL” : Minister of Law of the Republic of Indonesia.
“Financial Services : Abbreviation of Financial Services Authority, an independent institution
Authority or OJK” whose functions, duties and authority to regulate, supervise, examine
and investigate as referred to Law No. 21 of 2011 regarding the
Financial Services Authority as amended with Law No. 4 of 2023 on
the Finance Sector Development and Strengthening (“OJK Law”) as
amended by P2SK Law. Where since 31 December 2012, the OJK is
the institution that replaced and received the rights and obligations to
conduct regulatory and supervisory functions from Capital Markets
Supervisory Body and/or Capital Markets Supervisory Body and
Financial Institution in accordance with the provisions of Article 55 of
the OJK Law.
“Shareholders” : Parties that own interests over the Company’s Shares, whether in the
form of a clearing account letter or collective escrow account that is
stored and administered in the securities account of KSEI, that is listed
in the Company’s Shareholders Register that is administered by the
Shareholders Registrar PT Sinartama Gunita.
“Shares Buyback : Buyback of the Company’s issued and listed shares in the IDX in the
Phase II” amount of up to 407,000,000 (four hundred seven million) shares or
1.62% (one point six two percent) of the total issued and paid up capital
of the Company or with the fund allocation of up to Rp815,000,000,000
(eight hundred fifteen billion Rupiah) or equivalent to USD50,000,000
(fifty million United States Dollars) with the assumption that 1 USD (one
United States Dollar) is equivalent to Rp 16,300 (sixteen thousand
three hundred Rupiah) (hereinafter referred to as “Shares Buyback
Phase II”) which will be conducted in batches within 3 (three) months
after the issuance of this Disclosure of Information.
“Subsidiaries” : Company which financial statements are consolidated with the
Company's financial statements.
“POJK No. 13/2023” : OJK Regulation No. 13 of 2023 dated 14 July 2023 on Policies for
Maintaining Performance and Stability of the Capital Market in
Conditions of Significant Market Fluctuations.
“POJK No. 29/2023” : OJK Regulation No. 29/2023 dated 29 December 2023 on Shares
Buyback Issued by Public Companies.
“AGMS” : Abbreviation of the Annual General Meeting of Shareholders.
“Letter : Letter of the Executive Head of Capital Market, Derivative Finance, and
S-17/D.04/2025” Carbon Exchange Supervision No. S-17/D.04/2025 dated 18 March
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2025 on the Policy on the Implementation of Share Buyback by a
Public Company in Conditions of Significant Market Fluctuations.
“Letter S- : Letter of the Executive Head of Capital Market, Derivative Finance, and
102/D.04/2025” Carbon Exchange Supervision No. S-102/D.04/2025 dated 17
September 2025 on the Policy on the Implementation of Share
Buyback by a Public Company in Conditions of Significant Market
Fluctuations.
“Shares” : All shares that have been issued and paid in full in the Company.
“Capital Markets : Law No. 8 of 1995 dated 10 November 1995 regarding Capital
Law” Markets, the Republic of Indonesia Circular No. 64 of 1995,
Supplement No. 3608, as amended with P2SK Law.
“Company Law” : Law No. 40 of 2007 dated 16 August 2007 regarding Limited Liability
Companies, the Republic of Indonesia Circular No. 106 of 2007,
Supplement No. 4746, as amended by Government Regulation in lieu
of Law No. 2 of 2022 on Job Creation which already stipulated to
become Law based on Law No. 6 of 2023 on the Determination of the
Government Regulation in lieu of Law No. 2 of 2022 on Job Creation
to become Law.
“P2SK Law” : Law No. 4 of 2023 dated 12 January 2023 regarding Financial Sector
Development and Reinforcement, which is published in the State
Gazette No. 4 Year 2023, Supplement No. 6845.
I. INTRODUCTION
The Company hereby notify the the Company’s Shareholders that: (i) the Company will implement a
Share Buback under conditions of significant market fluctuations for the shares issued by the Company
and listed on the Indonesia Stock Exchange, in accordance with the prevailing laws and regulations of
the Republic of Indonesia, including the Company Law, POJK No. 29/2023, POJK No. 13/2023, Letter
S-17/D.04/2025, and Letter S-102/D.04/2025.
As information, the Company obtained shareholder approval on 3 June 2025, to conduct a share
buyback, with a buyback period of 12 months from the date of such AGMS approval. As information, as
of the date of this Disclosure of Information, the Company has not yet carried out the intended share
buyback, as the Company plans to first implement the Shares Buyback Phase II. Therefore, the
Company will comply with the provisions of Article 15 of POJK 29/2023 where the Shares Buyback
Phase II will not be conducted concurrently with the shares buyback period which has been approved
by the shareholders based on the AGMS dated 3 June 2025.
II. GENERAL
Based on the Shareholders Register dated 31 August 2025, the treasury shares owned by the Company
is 453,105,258 shares or representing 1.80% of issued and paid-up capital of the Company. Therefore,
considering that the Company’s treasury shares have not yet reached 20% of the total issued and paid-
up capital of the Company, the Company is still able to conduct the shares buyback for up to 18.20%
of the total issued and paid-up capital, as stipulated in POJK No. 13/2023, Letter S-17/D.04/2025 and
Letter S-102/D.04/2025.
a. Description of the Company
The Company was established as Domestic Investment Company based on Law No. 6 of 1968
as amended by Act No. 12 of 1970 and most recently amended by Law No. 25 of 2007 on
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Investments and Law No. 11 of 2020 on Job Creation, established by Deed of Establishment
No. 19 dated June 9, 1980 as amended by Deed of Amendment No. 29 dated 25 August 1980
and Deed of Amendment No. 2 dated March 2, 1981, all of which were drawn before Imas
Fatimah, S.H., Notary in Jakarta, which deeds have been approved by the MOL in his Decree
No. YA5/192/4 dated 7 April 1981 registered in the Jakarta District Court under No. 1348, No.
1349 and No. 1350 consecutively, all dated 16 April 1981 and was announced in State Gazette
of Republic of Indonesia No. 102 dated December 22, 1981, Supplement No. 1020/1981.
The Company’s articles of association have been amended several times and most recently
with Deed of Statement of Shareholders Resolution No. 69 dated 26 June 2023, drawn before
Leolin Jayayanti, S.H., M.Kn., Notary in Jakarta, which deed was approved by the MOL as
stated in the Decision Letter No. AHU-0035936.AH.01.02.TAHUN 2023 and has been
registered in the Company Register in the Ministry of Law of the Republic of Indonesia (together
with any amendments from time to time, hereinafter referred to as the ”Ministry of Law”) under
No. AHU-0119010.AH.01.11.TAHUN 2023 dated 26 June 2023 (”Deed No. 69/2023”).
b. Company’s Capital Structure and Shareholding Composition
Pursuant to Deed No. 69/2023, the capital structure of the Company is as follows:
Authorized Capital : Rp 1,375,000,000,000
Issued Capital : Rp 628,405,781,300
Paid – up Capital : Rp 628,405,781,300
The Authorized Capital of the Company is divided into 55,000,000,000 ordinary shares, each
share having nominal value of Rp 25 (twenty-five Rupiah) per share.
Pursuant to the Company’s shareholders register dated 31 August 2025, issued by PT
Sinartama Gunita as the share registrar appointed by the Company, the shareholding
composition of the Company is as follows:
No. Name of Shareholders Number of Shares Amount (Rp) %
1. Diamond Bridge Pte. Ltd. 5,395,205,771 134,880,144,275 21.46
2. PT Medco Daya Abadi Lestari 12,944,140,124 323,603,503,100 51.50
3. PT Medco Duta 30,044,500 751,112,500 0.12
4. Public (each below 5%) 6,313,735,599 157,843,389,975 25.12
5. Treasury Shares 453,105,258 11,327,631,450 1.80
Number of Shares 25,136,231,252 628,405,781,300 100.00
Shares in Portfolio 29,863,768,748 746,594,218,700
c. Composition of the Company’s Board of Commissioners and the Board of Directors
Pursuant to Deed of Statement of Shareholders Resolution No. 14 dated 10 June 2025, drawn
before Leolin Jayayanti, S.H., M.Kn., Notary in Jakarta which has been notified to the MOL as
stated in Receipt of Notification of Changes to the Company’s Data No. AHU-AH.01.09-
0295750 dated 10 June 2025 and registered in the Company Register in the Ministry of Law
under No. AHU-0126569.AH.01.11.Tahun 2025 dated 10 June 2025, the composition of the
Company’s Board of Commissioners and Board of Directors on the date of this Disclosure of
Information are as follows:
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Board of Commissioners
President Commissioner : Yani Yuhani Panigoro
Commissioner : Yaser Raimi Arifin Panigoro
Independent Commissioner : Marsillam Simandjuntak
Board of Directors
President Director : Hilmi Panigoro
Director : Roberto Lorato
Director : Ronald Gunawan
Director : Amri Siahaan
Independent Director : Anthony Robert Mathias
III. INFORMATION ON THE COMPANY’S SHARES BUYBACK PHASE II
A. Estimated Schedule and Costs of Shares Buyback Phase II and Number of Shares to Be
Repurchased
The Shares Buyback Phase II will be conducted within a maximum period of 3 (three) months
after the issuance of this Disclosure of Information.
The cost for executing the Shares Buyback Phase II will be sourced from the internal cash
balance of the Company. The Company has allocated a certain amount of funds for the Shares
Buyback, derived from unattributable funds that will not impact on the Company’s operations.
The total amount of funds allocated by the Company for the Shares Buyback Phase II, as referred
to above, shall be up to Rp815,000,000,000 (eight hundred fifteen billion Rupiah) or equivalent
to USD 50,000,000 (fifty million United States Dollars), based on an assumed exchange rate of
1 USD = IDR 16,300 (sixteen thousand three hundred Rupiah). This amout includes transaction
costs, brokerage fee and other costs in relation to the Shares Buyback Phase II, which is
estimated at the amount of Rp 920,000,000 ( nine hundred twenty million Rupiah).
The source of funds used for the Shares Buyback Phase II costs above does not originate from
the public offering proceeds and is not derived from loans and/or debt in any form.
The estimated number of shares to be repurchased in the Shares Buyback Phase II is
407,000,000 (four hundred seven million) shares or 1.62% (one point six two percent) of the
Company’s issued and paid-up capital, which will not exceed 20% (twenty percent) of the
Company’s shares, including the currently held treasury shares.
Explanation, Considerations, and Reasons for the Shares Buyback Phase II
In performing its business activities, the Company tries to continuously improve the shareholders
value, amongst others by improving the Company’s ROE. In addition to the development and
expansion of business, the Shares Buyback Phase II can be considered as one of the measures
which can be taken to increase the Company’s ROE. The Shares Buyback Phase II
implementation will give greater flexibility for the Company in managing its capital and maximizing
returns to the shareholders. With due consideration of the development and expansion of the
Company’s business, Shares Buyback Phase II will also facilitate extra cash and funds on hand
for the shareholders in an effective and efficient way.
The Company will retransfer the shares from buyback in accordance with POJK 29/2023 with
consideration to Article 14 of POJK 13/2023, which requires that the retransfer the shares from
buyback must be carried out no earlier than 30 (thirty) days after the completion of the shares
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buyback or upon the expiration of the share buyback period as stipulated under Article 9
paragraph (4) of POJK 13/2023, which is within a maximum period of 3 (three) months from the
date of this Disclosure of Information.
B. Estimated Decline in the Company’s Revenue Due to the Implementation of the Shares
Buyback Phase II and Impact on the Company’s Financing Costs
The Company estimates that there will be no material adverse impact on the revenue resulting
from the implementation of the Shares Buyback Phase II, as the Company has sufficient working
capital and cash flows to perform the Shares Buyback Phase II.
C. Proforma Earnings Per Share of the Company after the Shares Buyback Phase II
The Company has recorded earnings per share from continuing operations in the amount of
US$0.01490, while the proforma of Company’s earnings per share from continuing operations
after the Shares Buyback is in the amount US$0.01496.
Financial Statement for the Year Ended
31 December 2024
The Maximum With Transaction
Description Unit Number of shares Plan
Without
buyback based on
Transaction Plan
AGMS approval 3
June 2025
Total issued Share 25,136,231,252 25,136,231,252 25,136,231,252
shares
Total Share 25,064,778,164 24,824,778,164 24,417,778,164
outstanding
shares
Cash US 637,024,448 612,024,448 562,024,448
Dollar
Total assets US 7,926,890,365 7,901,890,365 7,851,890,365
Dollar
Profit for the US 368,862,409 368,862,409 368,862,409
year from Dollar
continuing
operations
attributable to
equity holders of
the parent
company
Equity US 2,118.726,151 2,093,726,151 2,043,726,151
attributable to Dollar
the equity
holders of the
parent company
Earnings per US 0.014716 0.01486 0.01511
share from Dollar
continuing
operations
Return on Asset Percen 4.65% 4.67% 4.70%
tage
Return on Equity Percen 17.41% 17.62% 18.05%
tage
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With this revision of the Information Disclosure, the Company announces to its shareholders that
the Company has decided to cancel the shares buyback program which had previously been
approved by the shareholders at the AGMS on June 3, 2025, with the shares buyback plan for a
period of 12 months from the date of the AGMS approval. The Company intends to proceed with
Shares Buy Back Phase II as has been announced on September 4, 2025. The Company hereby
reiterates that it has always complied with the provisions of Article 15 of POJK 29/2023, whereby
Share Buybacks were never conducted concurrently with the shares buyback period that has
been approved by shareholders, either based on the previous general meeting of shareholders
or based on the AGM decision on June 3, 2025.
D. Limitation on Shares Buyback Phase II Price
The Company will conduct the Shares Buyback Phase II in accordance with the provisions of
POJK No. 29/2023, which stipulates that the purchase offer price for the Share Buyback must be
equal to or lower than the last recorded transaction price.
E. Limitation of Period of Shares Buyback Phase II
The Shares Buyback Phase II period will be conducted within at no later than 3 (three) months
from the issuance date of this Disclosure of Information, from 8 September 2025 until 8 December
2025.
The completion of the Company’s Shares Buyback Phase II will be determined by the occurrence
of any of the following conditions: (i) the targeted number of shares to be repurchased has been
fully acquired; or (ii) the 3 (three)-month period has elapsed; or (iii) the total funds disbursed by
the Company has reached a maximum of IDR815,000,000,000 (eight hundred fifteen billion
Rupiah) or equivalent to USD 50,000,000 (fifty million United States Dollars), based on an
assumed exchange rate of 1 USD = IDR 16,300 (sixteen thousand three hundred Rupiah), or (iv)
the buyback is terminated if deemed necessary by the Company's management. In the event of
termination as referred to in point (iv), the Company will notify the OJK regarding the termination
of the Share Buyback Phase II along with the reasons for such termination and announce the
termination to the public no later than 2 (two) business days after the decision to cease the Share
Buyback Phase II is made.
F. Methods of Shares Buyback Phase II
The Company will perform the Shares Buyback Phase II under the following conditions:
1. The Company has appointed PT BRI Danareksa Sekuritas as the designated securities
company to execute the Share Buyback through trading on the Indonesia Stock Exchange
during the Shares Buyback Phase II period.
2. The Shares Buyback Phase II will only be done if it benefits the Company and its
Shareholders. The Company will not proceed with the Shares Buyback Phase II if it is
expected to cause any material adverse impact on the Company’s liquidity, capital
structure, and/or status as a public company.
3. Parties who are:
a. Commisssioners, Directors, employees and substantial shareholders of the
Company;
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b. Individuals who due to their position or profession or business relation with the
Company allows such individual to obtain inside information; or
c. Parties who are in the past 6 months no longer fall under the critera mentioned in
point (a) and (b),
are prohibited from conducting transactions involving the Company's shares on the same
day as the Shares Buyback or the sale of treasury shares carried out by the Company
through the Indonesia Stock Exchange.
G. Management’s Analysis and Discussion on the Impact of the Shares Buyback Phase II on
the Company’s Business Activities and Future Growth
The Share Buyback Phase II is based on the assumption that the maximum number of shares to
be repurchased is 407,000,000 (four hundred seven million) shares, with the buyback price
reference determined in accordance with applicable regulations.
The implementation of the Share Buyback Phase II will not affect the Company's business
activities and operations, as the Company has sufficient working capital to continue its business
operations smoothly.
IV. STATEMENT OF THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS
The information described in this Disclosure of Information has been approved by the Board of
Commissioners and Board of Directors, who are responsible for the validity of the information. The
Board of Commissioners and Board of Directors declare that all material information and opinions
expressed in this Information Disclosure are true and can be accounted for and there is no other
information that has not been disclosed that can cause the information to be incorrect or misleading.
V. ADDITIONAL INFORMATION
For additional information regarding the above matter, please contact the Company during working
hours at this address:
Head Office:
The Energy Building 53 Floor, SCBD Lot 11 A
Jalan Jenderal Sudirman Kav. 52 - 53
Jakarta 12190 – Indonesia
Phone : +62-21 29953000
Facsimile : +62-21 29953001
Email: corporate.secretary@medcoenergi.com
Website: www.medcoenergi.com
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Names mentioned 23 people and organisations named in the text · linked when the evidence is strong
unresolved
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Financial Services Authority
p.1 ×4
unresolved
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Government of the Republic of Indonesia
p.3
unresolved
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PT Kustodian Sentral Efek Indonesia
p.3
unresolved
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Minister of Law
p.3
unresolved
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Indonesia Stock Exchange
p.4 ×3
unresolved
person
Imas Fatimah
· Notaris
p.5
unresolved
org
District Court
p.5
unresolved
person
Leolin Jayayanti
· Notaris
p.5 ×3
unresolved
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Ministry of Law
p.5 ×3
unresolved
org
PT Medco Daya Abadi Lestari
p.5
unresolved
org
PT Medco Duta
p.5
unresolved
org
PT BRI Danareksa Sekuritas
p.8
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