20250918_ITMG_Laporan Informasi dan Fakta Material_31950882_lamp1.pdf

                            INFORMATION TO THE SHAREHOLDERS

PT Indo Tambangraya Megah Tbk (the "Company") plans to conduct a repurchase of its issued shares
(the "Buyback") that are listed on the Indonesia Stock Exchange (the "IDX"). This is in accordance with
Financial Services Authority Regulation (the "OJK") No. 29 of 2023, dated December 29, 2023, regarding
the Repurchase of Shares Issued by Public Companies (the "OJK Regulation 29/2023").The total value
of the entire Buyback is estimated at a maximum of Rp2,490,000,000,000 (two trillion four hundred ninety
billion Rupiah), or 10% of the total paid-up capital. The Buyback will be implemented through the IDX, either
in stages or in a single transaction, and must be completed no later than 12 (twelve) months after the date
of the General Meeting of Shareholders (the "GMS") that approves the Buyback.

The implementation of the Buyback will consider the Company's liquidity and capital structure, as well as
the provisions of applicable laws and regulations. The Company will not carry out the Buyback if it would
result in a reduction in the number of shares to a certain level that could significantly reduce the liquidity of
its shares on the IDX.

                                 ESTIMATED BUYBACK TIMELINE

    1.    GMS Announcement and Information             Disclosure    September 18, 2025
          regarding the Company’s Buyback Plan
    2.    Estimated GMS approval for Buyback                         November 3, 2025
    3.    Estimated Buyback schedule                                 November 4, 2025 –November 4, 2026

     ESTIMATED BUYBACK COSTS AND TOTAL NOMINAL VALUE OF BUYBACK
                              SHARES
The estimated value of the Buyback is planned not to exceed Rp2,490,000,000,000 (two trillion four
hundred ninety billion Rupiah). This amount will be sourced from the Company's internal cash in accordance
with applicable regulations, including broker-dealer fees and other costs, assuming the Buyback is fully
implemented.

In accordance with Article 2, paragraph (1) of OJK Regulation 29/2023 in conjunction with Article 37,
paragraph (1) of Law No. 40 of 2007 on Limited Liability Companies, the number of shares to be
repurchased will not exceed 10% (ten percent) of the Company's total paid-up capital.

         EXPLANATIONS, RATIONALES AND JUSTIFICATIONS FOR THE BUYBACK
The Company has the opportunity to implement the Buyback based on market conditions, within a
maximum period of 12 (twelve) months effective from the date of approval by the Company's GMS for the
Buyback plan. During this maximum 12-month period, the Company will carry out this Buyback program for
the following reasons:

•    The Company believes that its current share price does not fully reflect the Company's fundamental
     value and long-term prospects. This fundamental value includes a solid financial position and the
     Company's ability to maintain sustainable operational performance. Furthermore, the Company has a
     business development strategy that it believes will support long-term growth; therefore, the
     implementation of the Buyback is expected to provide a positive signal to the market.

•     The Buyback plan is expected to provide a better return for shareholders, increase investor confidence,
      and reflect management's confidence in the Company's future business prospects.
•     The Buyback implementation is also expected to support the stability of the Company's share price on
      the IDX.


      ESTIMATED DECREASE IN THE COMPANY'S INCOME AS A RESULT OF THE
        BUYBACK AND THE IMPACT ON THE COMPANY'S FINANCING COSTS
The Company believes that the implementation of the Buyback will not have a material adverse effect on
its performance and earnings, given that the Company's retained earnings and cash flow are sufficient to
meet the funding requirements of the Buyback.

            PROFORMA EARNINGS PER SHARE FOLLOWING THE BUYBACK
                             IMPLEMENTATION

Based on the assumption that the use of funds for the Company’s Share Buyback will not exceed
Rp2,490,000,000,000 (two trillion four hundred ninety billion Rupiah), including broker-dealer fees and other
costs in connection with the Company's Share Buyback, the following is the Company’s proforma Earnings
per Share (EPS) after the Buyback is completed:

                                                                              (in thousands of United States Dollars)
                                        For the Year Ended June 30, 2025

    Indicator                          Before Buyback                     Impact                   After Buyback

    Total Assets                                   2,386,688                    (152,238)                     2,234,450
    Total Equity                                   1,870,311                    (152,238)                     1,718,073
    Profit for the Year                               90,978                               -                      90,978
    Total Outstanding
    Shares                                   1,129,925,000                 (112,992,500)                 1,016,932,500
    Earnings per Share
                                                         0.08                                                        0.09
    (USD/Share)
    Return on Equity (%)                                9.7%                                                       10.6%

The analysis above demonstrates that the pro-forma earnings per share and Return on Equity following the
Buyback have increased compared to the scenario without the Company's share Buyback.

Notes:
•   ITMG's interim financial statements for the period ended June 2025 have been subjected to a limited review by the public
    accounting firm of Rintis, Jumadi, Rianto dan Rekan (a member of PwC Indonesia).
•   The exchange rate used is the JISDOR rate as of September 1, 2025, which is USD 1 = Rp16,356.
•   The Return on Equity calculation is based on annualized earnings.


                                 BUYBACK SHARE PRICE LIMITATION
The Buyback will be implemented at a price deemed fair and reasonable by the Company, in accordance
with the provisions of OJK Regulation 29/2023.

                            LIMITATION ON THE BUYBACK PERIOD

The Buyback may be carried out either in stages or at once, for up to 12 (twelve) months from the date of
the GMS, which is planned to be convened on November 3, 2025, to approve the implementation of the
Buyback.

                        METHODS TO BE USED FOR THE BUYBACK
The Buyback will be implemented on the regular market of IDX. The Company will appoint one securities
firm to carry out the Buyback.

   MANAGEMENT'S DISCUSSION AND ANALYSIS REGARDING THE IMPACT OF
    THE BUYBACK ON THE COMPANY'S BUSINESS AND FUTURE GROWTH
1. The Company believes that the Buyback implementation will not have a material negative impact on its
   business activities or future growth. This confidence is supported by the Company's solid financial
   position and sufficient working capital to support all operational activities and business development.
2. Should the Company utilize the entire maximum budget allocated for the Buyback, both the Company's
   total assets and equity will decrease by the amount of the Buyback.
3. The Company expects that the Buyback implementation will provide a positive return for shareholders
   and increase investor confidence, allowing the Company's share price to reflect its true fundamental
   condition.

                                  BUYBACK FUNDING SOURCE
The funding for the Buyback will be entirely sourced from the Company's internal cash. The use of these
funds for the Buyback will not significantly affect the Company's capabilities. This is in compliance with the
provisions of OJK Regulation 29/2023, as follows:
1. Does not materially affect the Company's financial ability to meet its obligations as they fall due.
2. Utilizes the Company's internal funds.
3. The funds are not derived from a public offering.
4. The funds are not derived from loans or any type of debt.


                    PLAN FOR THE TRANSFER OF BUYBACK SHARES
The shares resulting from the Buyback will be transferred in stages until the transfer period for such shares
expires, as stipulated in OJK Regulation 29/2023.

                                       OTHER INFORMATION
Treasury shares shall carry no voting rights, not to be counted for purposes of determining a quorum at a
GMS and shall not be entitled to receive any dividends.

Pursuant to Article 43 of OJK Regulation 29/2023, the following parties are prohibited from conducting
transactions on the Company's shares on the same day as the Buyback or the sale of shares resulting from
Buyback, when conducted by the Company through IDX:
a. Members of the Board of Commissioners, members of the Board of Directors, employees, and majority
   shareholders of the Company.
b. Any individual who, due to their position, profession, or business relationship with the Company, can
   obtain inside information; or
c.   Any party who, within the last 6 (six) months, has ceased to be a party as referred to in point (a) or point
     (b) above.


                                     ADDITIONAL INFORMATION

Further information regarding the Company's Buyback and/or this Information Disclosure may be obtained
by contacting us during business hours at:

                                     PT Indo Tambangraya Megah Tbk
                                    Pondok Indah Office Tower 3, 3rd Floor
                   Jl. Sultan Iskandar Muda Kav. V-TA, Pondok Pinang, Kebayoran Lama
                                           Jakarta Selatan 12310
                                             T : +62-21 29328100
                                     Email : corsecitm@banpuindo.co.id
                                          Website: www.itmg.co.id