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20250616_SMMT_Laporan Informasi dan Fakta Material_31895668_lamp2.pdf
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AMENDMENT AND/OR ADDITIONAL INFORMATION ON DISCLOSURE OF INFORMATION TO SHAREHOLDERS
PT GOLDEN EAGLE ENERGY TBK (THE “COMPANY”)
IN CONNECTION WITH AN AFFILIATED TRANSACTION AND A MATERIAL TRANSACTION
THIS DISCLOSURE OF INFORMATION IS PREPARED IN COMPLIANCE WITH FINANCIAL SERVICES AUTHORITY
REGULATION NO. 42/POJK.04/2020 REGARDING AFFILIATED TRANSACTIONS AND CONFLICT OF INTEREST
TRANSACTIONS AND FINANCIAL SERVICES AUTHORITY REGULATION NO. 17/POJK.04/2020 REGARDING
MATERIAL TRANSACTIONS AND CHANGES IN BUSINESS ACTIVITIES.
THIS DISCLOSURE OF INFORMATION CONSTITUTES AN AMENDMENT AND/OR ADDITIONAL INFORMATION TO
THE DISCLOSURE OF INFORMATION PREVIOUSLY PUBLISHED ON 9 MAY 2025. THE COMPANY HAS
ANNOUNCED SUCH DISCLOSURE OF INFORMATION THROUGH THE WEBSITE OF THE INDONESIAN STOCK
EXCHANGE AND THE COMPANY’S WEBSITE.
PT GOLDEN EAGLE ENERGY Tbk
Based in North Jakarta, Indonesia
Main Business Activities:
Engaged in services, trade, development, industry, and transportation
Headquarters:
The Suites Tower 17th Floor
Jl. Boulevard Pantai Indah Kapuk No. 1 Kav OFS
North Jakarta 14470, Indonesia
Telp. (+62 21) 2251 1055
Website: https://www. go-eagle.co.id
Email: corsec@go-eagle.co.id
IF YOU HAVE DIFFICULTY IN UNDERSTANDING THE INFORMATION CONTAINED IN THIS DISCLOSURE OR ARE
IN DOUBT IN MAKING A DECISION, YOU SHOULD CONSULT A SECURITIES BROKER, INVESTMENT MANAGER,
LEGAL ADVISOR, PUBLIC ACCOUNTANT, OR OTHER PROFESSIONAL ADVISOR.
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 IN THIS DISCLOSURE OF INFORMATION AND AFTER CAREFUL RESEARCH,
CONFIRM THAT THE INFORMATION CONTAINED IN THIS DISCLOSURE OF INFORMATION IS CORRECT AND
THERE ARE NO IMPORTANT MATERIAL AND RELEVANT FACTS THAT ARE NOT DISCLOSED OR OMITTED IN THIS
DISCLOSURE OF INFORMATION SO AS TO CAUSE THE INFORMATION PROVIDED IN THIS DISCLOSURE OF
INFORMATION TO BE UNTRUE AND/OR MISLEADING.
This Disclosure of Information is published in Jakarta on June 16, 2025
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DEFINITION
“Affiliate” : means the parties as referred to in Law 4/2023, namely:
a. Family relationships by marriage up to the second degree, both
horizontally and vertically, i.e., a person’s relationship with:
1. spouse;
2. parents of the spouse and the spouse of a child;
3. grandparents of the spouse and the spouse of a grandchild;
4. siblings of the spouse and the spouses of said siblings; or
5. the spouse of a person's sibling.
b. Family relationships by blood up to the second degree, both
horizontally and vertically, i.e., a person’s relationship with:
1. parents and children;
2. grandparents and grandchildren; or
3. siblings.
c. The relationship between a party and its employees, directors,
or commissioners;
d. The relationship between 2 (two) or more companies where 1
(one) or more of the board of directors, management, board of
commissioners, or supervisors are the same;
e. The relationship between a company and a party that, directly
or indirectly, in any manner, controls or is controlled by the company or
such party in determining the management and/or policies of the
company or party;
f. The relationship between 2 (two) or more companies controlled,
directly or indirectly, in any manner, in determining the management
and/or policy of the companies by the same party; or
g. The relationship between a company and its principal
shareholder, being any party who directly or indirectly owns at least
20% of the voting shares of the company.
”BAE” : means the party contracted by the Company and/or the securities issuer
to record securities ownership and distribute rights related to the
securities, in this case PT Adimitra Jasa Korpora, domiciled in North
Jakarta.
“Conflict of Interest” : means a discrepancy between the economic interests of a public
company and the personal economic interests of its directors,
commissioners, principal shareholders, or controlling shareholders that
may harm the public company.
“Indonesia Stock : means the market organizer for exchange transactions, in this case,
Exchange” operated by PT Bursa Efek Indonesia, domiciled in South Jakarta.
“Disclosure of : means this Disclosure of Information issued by the Company to its
Information” shareholders and the public to comply with OJK Regulation 17/2020 and
OJK Regulation 42/2020.
“MoLHR” : means the Minister of Law and Human Rights of the Republic of
Indonesia.
“Financial Services : means the independent state institution with regulatory, supervisory,
Authority” or “OJK” investigative, and enforcement authority as referred to in Law No. 21 of
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2011 concerning the Financial Services Authority, as amended by Law
4/2023.
“PR 13/2018” : Presidential Regulation Number 13 of 2018 concerning the Application
of the Principle of Recognizing the Beneficial Owner of a Corporation for
the Purpose of Preventing and Eradicating Money Laundering and
Terrorism Financing Crimes.
“Independent Appraiser” : means Kusnanto & Partners Public Appraisal Services Office, an OJK-
or “KJPP” registered independent appraiser appointed by the Company to assess
the fair value and/or fairness of the Loan Transaction and the Acquisition
Transaction.
“Acquisition Agreement” : means the Conditional Share Purchase Agreement for shares in PT BES
between PT SUI as the Seller and PT GEI as the Buyer, dated March 27,
2025.
“Loan Agreement” : means the Loan Agreement between PT GEI as the Lender and the
Company as the Borrower, dated May 7, 2025.
“Shareholder” : means parties who hold beneficial ownership of the Company’s shares,
either in certificate form or collectively held and administered in
securities accounts with the Indonesian Central Securities Depository,
recorded in the Shareholders Register administered by the Securities
Administration Bureau appointed by the Company.
“Independent : means a shareholder who has no personal economic interest in a
Shareholder” particular transaction and: (a) is not a member of the Board of Directors,
Board of Commissioners, Principal Shareholder, or Controlling
Shareholder, or (b) is not an affiliate of such persons.
“Company” : means PT Golden Eagle Energy Tbk, a public limited liability company
established and subject to the laws of the Republic of Indonesia,
domiciled in North Jakarta.
“Controlled Company” : means a company controlled, directly or indirectly, by the Public
Company.
“PT BES” : means PT Bara Enim Sejahtera, a limited liability company established
and existing under the laws of the Republic of Indonesia, having its
domicile in South Jakarta.
”PT GEI” : means PT Geo Energy Investama, a limited liability company established
and subject to the laws of the Republic of Indonesia, domiciled in North
Jakarta.
“PT MNP” : PT Mitra Nasional Pratama, a limited liability company established under
and subject to the laws of the Republic of Indonesia.
“PT NMMJ” : means PT Naga Mas Makmur Jaya, a limited liability company
established and subject to the laws of the Republic of Indonesia.
“PT SUI” : means PT Sinar Unggul Internasional, a limited liability company
established and subject to the laws of the Republic of Indonesia,
domiciled in South Jakarta.
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“PT TRA” : means PT Triaryani, a limited liability company established and subject
to the laws of the Republic of Indonesia, domiciled in South Jakarta.
“POJK 42/2020” : means Financial Services Authority Regulation No. 42/POJK.04/2020
concerning Affiliate Transactions and Conflict of Interest Transactions.
“POJK 17/2020” : means Financial Services Authority Regulation No. 17/POJK.04/2020
concerning Material Transactions and Changes in Business Activities.
“POJK 15/2020” : means the Financial Services Authority Regulation No. 15/POJK.04/2020
concerning the Planning and Convening of General Meetings of
Shareholders of Public Companies.
“POJK 35/2020” : means the Financial Services Authority Regulation No. 35/POJK.04/2020
dated May 25, 2020 on Valuation and Presentation of Business Appraisal
Reports in the Capital Market
“Indonesian Rupiah” or : means the lawful currency of the Republic of Indonesia.
“IDR”
“GMS” : means General Meeting of Shareholders.
“SPI” : means Indonesian Valuation Standards 2018, Revised Edition SPI300,
SPI310, SPI320, SPI330
“Notice of Novation” : means the notice of planned transfer (novation) of rights and obligations
under the Acquisition Agreement, issued by PT GEI and addressed to the
Company, dated May 6, 2025.
“Novation Acceptance : means the confirmation letter regarding the planned transfer (novation)
Letter” of rights and obligations under the Acquisition Agreement, issued by the
Company and addressed to PT GEI, dated May 7, 2025.
“Loan Transaction” : refers to the provision of a loan facility in the amount of
IDR500,000,000,000 (five hundred billion Indonesian Rupiah) by PT GEI
to the Company under the Loan Agreement.
“Acquisition : means the acquisition transaction of up to 100% (one hundred percent)
Transaction” of the shares which are currently held and to be held by PT SUI in PT BES
by the Company, amounting to up to 128,155 (one hundred twenty-eight
thousand one hundred fifty-five) shares under the Acquisition
Agreement.
“Conflict of Interest : means a transaction conducted by a public company or a controlled
Transaction” company with any party, whether affiliated or unaffiliated, that involves
a Conflict of Interest.
“Affiliate Transaction” : means any activity and/or transaction conducted by a Public Company
or Controlled Company with an Affiliate of the Public Company or an
Affiliate of a Director, Commissioner, Principal Shareholder, or
Controlling Shareholder, including any activity and/or transaction
conducted by the Public Company or Controlled Company for the benefit
of such Affiliates.
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“Material Transaction” : means any transaction carried out by a Public Company or Controlled
Company that meets the value threshold as stipulated in POJK 17/2020.
“Law 40/2007” : means Law of the Republic of Indonesia No. 40 of 2007 concerning
Limited Liability Companies as last amended by Government Regulation
in Lieu of Law No. 2 of 2022 concerning Job Creation.
“Law 4/2023” : means Law No. 4 of 2023 dated January 12, 2023 concerning the
Development and Strengthening of the Financial Sector, State Gazette of
the Republic of Indonesia No. 4 of 2023, along with its implementing
regulations.
INTRODUCTION
In order to comply with the provisions of POJK 17/2020, the Company hereby conveys this Disclosure of
Information to the Company’s shareholders that on 7 May 2025, the Company has signed the following
documents:
1. Loan Agreement, between PT GEI and the Company; and
2. Novation Acceptance Letter of the Acquisition Agreement to PT GEI and PT SUI,
The Company plans to carry out a series of acquisition transactions for the takeover of up to 100% (one
hundred percent) of the shares owned by PT SUI in PT BES by the Company. In connection with this planned
transaction, the following is the ownership structure of the Company in relation to PT GEI, PT BES, and PT
SUI:
The intended series of transactions are as follows:
1. The granting of a loan facility by PT GEI as the lender to the Company as the borrower, with a maximum
amount of IDR500,000,000,000 (five hundred billion Indonesian Rupiah), pursuant to the Loan
Agreement dated 7 May 2025, as further described in this Disclosure of Information
2. The acquisition of up to 100% (one hundred percent) of the shares currently held and to be held by PT
SUI in PT BES by the Company, consisting of up to 128.155 (one hundred twenty-eight thousand one
hundred fifty-five) shares, pursuant to the Acquisition Agreement, as further described in this Disclosure
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of Information
In the series of Loan Transactions and Acquisition Transactions, the transaction scheme can be illustrated as
follows:
As described in the Loan Transaction and Acquisition Transaction scheme above, PT GEI will novate its rights
and obligations to the Company and will not proceed with the direct acquisition of PT BES. This strategic
decision has been made by considering several fundamental aspects, as follows:
1. Strengthening of Group Structure
The novation is part of a broader strategy to strengthen the group’s structure, whereby core and strategic
business activities in the energy sector are managed directly by the listed entity (the Company) to
enhance efficiency, corporate governance (GCG), and transparency to the public and other stakeholders.
2. Access to Funding and Market Exposure
As a publicly listed company, the Company has broader access to funding sources, both from the capital
markets and financial institutions. Placing strategic assets under the Company’s control is expected to
increase investor appeal, strengthen market exposure, and support the Company’s competitive position
within the energy industry.
3. Value Optimization for Shareholders
The novation is expected to deliver direct economic benefits to the Company’s shareholders, including
public shareholders. The potential synergies and value creation arising from the Acquisition Transaction
will be fully reflected in the Company’s performance and valuation, in line with the principles of
information disclosure and shareholder rights protection.
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4. Efficiency and Operational Focus of GEI
PT GEI functions as a holding company within the Group structure and, as of the date of this Disclosure
of Information, does not have strategic plans to directly manage operational assets in the long term.
Accordingly, the transfer of management through novation to the Company represents a strategic step
aligned with PT GEI’s business focus and positions the asset under an entity with a more relevant and
capable operational structure.
As stipulated under POJK 17/2020, the Loan Transaction constitutes a Material Transaction as its value
exceeds 20% (twenty percent) of the Company’s equity. In addition, the Acquisition Transaction is also
classified as a Material Transaction as its transaction value exceeds 20% (twenty percent) of the Company’s
equity, total assets, net income, and operating revenue, as shown in the following table:
Transaction Materiality (FS SMMT 2024) % of loan % of BES acquisition
Assets 39% 52%
Equity 59% 79%
Net Income 1023% 1378%
Revenue 61% 82%
The Loan Transaction and Acquisition Transaction also constitute Affiliated Transactions as defined under
POJK 42/2020. Accordingly, the Company is required to engage an Independent Appraiser to determine the
fair value of the object and/or the fairness of the transaction.
The Company has obtained a fair value assessment for the transaction based on the Appraisal Report issued
by KJPP No. 00084/2.0162-00/BS/02/0153/1/VI/2025 dated June 16, 2025 concerning the Valuation of
100.00% Shares of PT Bara Enim Sejahtera and the Shareholder Loan of PT Bara Enim Sejahtera to PT Sinar
Unggul Internasional (“Appraisal Report”). In addition, both the Loan Transaction and Acquisition
Transaction have obtained a Fairness Opinion based on the Report from KJPP No. 00085/2.0162-
00/BS/02/0153/1/VI/2025 concerning the Fairness Opinion on the Proposed Transaction dated 16 June 2025
(“Fairness Opinion”). A summary of the Appraisal Report and the Fairness Opinion on the Transaction issued
by the Independent Appraiser is further explained in this Disclosure of Information.
This transaction requires the approval of the Independent Shareholders at the GMS as stipulated under POJK
17/2020. Accordingly, the transaction will be carried out upon obtaining such approval from the Independent
Shareholders.
DESCRIPTION OF THE TRANSACTION
1. Background of the Transaction
On 27 March 2025, PT SUI and PT GEI entered into an Acquisition Agreement, under which PT SUI agreed
to sell up to 100% (one hundred percent) of its shares in PT BES to PT GEI. In connection with the planned
implementation of the Acquisition Transaction, PT GEI, through a Notice of Novation dated May 6, 2025,
informed the Company of its intention to transfer all of its rights and obligations under the Acquisition
Agreement to the Company.
Following such notification, on May 7, 2025, the Company issued a Novation Acceptance Letter stating
that the Company accepted the transfer of all rights and obligations of PT GEI as referred to in the
Acquisition Agreement. Accordingly, the Acquisition Transaction of PT BES will be effectively novated
from PT GEI to the Company, provided that the execution of the transaction shall take place upon
obtaining approval from the Independent Shareholders, as required under POJK 17/2020.
To support the execution of the planned Acquisition Transaction and the Company’s overall business
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development, PT GEI has agreed to provide a loan facility to the Company with a maximum value of
IDR500,000,000,000 (five hundred billion Indonesian Rupiah). The loan proceeds will be used by the
Company to supplement the funding needs in connection with the acquisition of PT BES as referred to
in the novated Acquisition Agreement, as well as for working capital and other business development
purposes, as may be further agreed between the Company and PT GEI.
The proposed acquisition of PT BES is considered to have significant strategic value for the Company,
given that PT BES currently holds a 15% (fifteen percent) ownership in PT TRA. By acquiring PT BES, the
Company will directly or indirectly (through PT BES) obtain full control over 100% (one hundred percent)
ownership of PT TRA. This will allow the Company to have full control over the operational direction and
development strategy of PT TRA going forward, and enable the full consolidation of PT TRA’s profit
contribution into the Company’s financial statements.
PT TRA itself is the entity with the largest coal reserves within the Company’s group, with total reserves
of approximately 273 million tons. PT TRA also holds a valid Mining Business License (IUP) for Production
Operations, which is effective until 2031 and extendable for two additional ten-year periods. With its
significant reserve potential and strong legal operating status, PT TRA provides strategic and sustainable
contributions to the Company’s overall business performance and growth. Therefore, acquiring full
control over PT TRA is deemed essential to ensure more optimal and integrated management in support
of the Company’s long-term business development plans.
The Loan Transaction and the Acquisition Transaction are aligned with the Company’s long-term growth
strategy aimed at strengthening its business structure, enhancing profitability, and creating sustainable
added value for all Shareholders and stakeholders of the Company.
2. Object and Value of the Transaction
a. Provision of Loan Facility by PT GEI to the Company
Based on the Loan Agreement, the object of this transaction is the provision of a loan facility by PT
GEI to the Company, under which PT GEI agrees to provide a facility with a maximum amount of
IDR500,000,000,000 (five hundred billion Rupiah). The value of this transaction constitutes a
material transaction as it represents 59% (fifty-nine percent) of the Company’s equity, based on the
audited consolidated financial statements as of 31 December 2024, audited by the Public
Accounting Firm Liana Ramon Xenia & Partners No. 00024/2.1460/AU.1/02/1428-2/1/II/2025, as
referred to in Article 3 of POJK No. 17/POJK.04/2020. The loan facility will be used by the Company
to support its strategic business development, including but not limited to the proposed Acquisition
Transaction, pursuant to the Acquisition Agreement entered into by PT GEI as purchaser and PT SUI
as seller, which has subsequently been novated to the Company through a Novation Notification
Letter and Novation Acceptance Letter.
In addition to funding the Acquisition Transaction, the loan facility may also be used by the
Company to support working capital needs and other business development purposes, subject to
further agreement between PT GEI and the Company.
For the provision of this loan facility, the Company will be subject to an interest rate of 7% (seven
percent) per annum, with a maximum term of 10 (ten) years from the disbursement date of the
loan facility.
Guarantee:
As of the date of this Disclosure of Information, no guarantee has been provided for the Loan
Transaction.
Restrictions applicable to the Company as borrower:
As of the date of this Disclosure of Information, there are no restrictions imposed on the Company
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as the borrower as stipulated in the Loan Agreement.
b. Acquisition of up to 100 % of PT SUI’s Shares in PT BES by the Company
Based on the Acquisition Agreement, the object of the Acquisition Transaction is the acquisition of
up to 128,155 (one hundred twenty-eight thousand one hundred fifty-five) shares currently and to
be owned by PT SUI, representing up to 100% (one hundred percent) ownership in PT BES.
According to the valuation report on the Acquisition Transaction prepared by KJPP, the price per
share of PT BES held by PT SUI is determined at IDR5,253,013.92 (five million two hundred fifty
three thousand thirteen point ninety two Rupiah), resulting in a total transaction value of up to
IDR673,200,000,000 (six hundred seventy-three billion two hundred million Rupiah) for the entire
shareholding to be acquired. The transaction qualifies as a material transaction as it constitutes
79% (seventy nine percent) of the Company’s equity, 52% (fifty-two percent) of total assets, 1,378%
(one thousand three hundred seventy eight percent) of net income, and 82% (eighty two percent)
of revenue, based on the audited consolidated financial statements as of 31 December 2024, as
referred to in Article 3 of POJK No. 17/POJK.04/2020.
As a transaction commitment, PT GEI is required to pay an advance payment of the final share
purchase price amounting to IDR400,000,000,000 (four hundred billion Indonesian Rupiah) to PT
SUI within 30 calendar days after the signing of the Acquisition Agreement.
Conditions Precedent:
The Acquisition Agreement stipulates a number of conditions precedent that must be fulfilled by
PT SUI as the seller and/or PT BES as the target company before the transaction can be carried out.
These conditions include, among others:
a. Legal due diligence, operational due diligence, technical due diligence, and financial due
diligence on PT BES have been completed by the buyer and/or its appointed consultants, with
the results of such due diligence deemed satisfactory by the buyer.
b. The purchase of 1 (one) share from the minority shareholder of PT BES, namely Mr. Hendra
Wijaya, by PT SUI, resulting in PT SUI holding 100% (one hundred percent) ownership in PT
BES.
c. Approvals have been obtained from the shareholders of PT SUI and the buyer, as well as from
other relevant authorities, if any, in connection with the Acquisition Transaction.
d. The announcement by PT BES, which must be made in connection with the change of control
resulting from the Acquisition Transaction, namely: (i) through a nationally circulated
newspaper in accordance with applicable regulations; and (ii) to all employees of PT BES, to be
conducted no later than thirty (30) Calendar Days from the date of the notice of the GMS of
PT BES.
The preliminary conditions that are currently still in the process of being fulfilled are as follows:
a. Completion of the share purchase by PT SUI from the minority shareholder of PT BES, which is
currently at the finalization stage in accordance with the mechanism stipulated in the
Acquisition Agreement;
b. Implementation of the announcement by PT BES, both in a nationally circulated newspaper
and to all employees, regarding the change of control resulting from the Acquisition
Transaction, which will be carried out following the approval of the Acquisition Transaction by
the Independent Shareholders.
PT SUI has a period of 1 (one) year from 27 March 2025 to complete and ensure the fulfillment of
all preliminary conditions, unless waived by the purchaser. The period for fulfilling the preliminary
conditions may be extended upon mutual agreement between PT SUI and the purchaser.
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3. Approvals Related to the Transaction
PT BES is a private business entity engaged in the business of holding company activities. Given the nature
of its business and PT BES’s legal status as a non-public entity, the implementation of the proposed
Acquisition Transaction does not require the obtaining of additional approvals, licenses, or prior
notifications to any government institution, agency, or authority under the prevailing laws and
regulations.
In accordance with applicable regulations, the only obligation imposed on PT BES in relation to the
implementation of the Acquisition Transaction is the obligation to publish an announcement to the public
through mass media and to notify all employees of PT BES, which will be carried out after obtaining
approval from the Company’s Independent Shareholders. As of the date of this Disclosure of Information,
PT BES has not received any objections, claims, lawsuits, or other forms of rejection either in writing or
orally from shareholders, creditors, business partners, or other third parties, whether directly or
indirectly related to the proposed Acquisition Transaction.
Furthermore, based on the results of the internal legal review, no legal provisions or contractual clauses
have been identified that require the Company and/or PT BES to obtain prior approval from any third
party for the implementation of the proposed Acquisition Transaction or the Loan Transaction. In relation
to the Loan Transaction, PT GEI as the lender has also obtained approval from its Board of Commissioners
as set forth in the Circular Resolution of the Board of Commissioners in Lieu of a Meeting of the Board of
Commissioners dated May 5, 2025, both for the provision of the loan to the Company under the Loan
Transaction and for the novation of the Acquisition Agreement to the Company.
Accordingly, from a legal standpoint, the implementation of the Acquisition Transaction and the Loan
Transaction only requires the approval of the Company’s Independent Shareholders, as stipulated under
POJK 17/2020, in order to be valid and binding.
4. Parties to the Transaction
a. Brief Description of the Company
The Company was established under the name PT The Green Pub pursuant to Deed of Establishment
No. 46 dated 14 March 1980, drawn up before Soeleman Ardjasasmita, S.H., Notary in Jakarta, which
deeds were approved through Decree of the Minister of Justice of the Republic of Indonesia No. Y.A.
5/264/20 dated 26 July 1980, and published in the State Gazette of the Republic of Indonesia No.
1169/1984, Supplement to the State Gazette of the Republic of Indonesia No. 96 dated 30 November
1984.
Pursuant to Deed No. 42 dated 10 May 1996 in connection with the Resolution Statement of the
Meeting on the amendment of the Articles of Association, drawn up before Lieke K. Tukgali, S.H.,
Notary in Jakarta, the change of the Company’s name from PT The Green Pub to PT Setiamandiri
Mitratama was approved. This deed was approved by the Minister of Justice of the Republic of
Indonesia through Decree No. C2-9586.HT.01.04.TH.96 dated 17 October 1996.
Pursuant to Deed No. 66 dated 25 June 2004 in connection with the Resolution Statement of the
Meeting on the amendment of the Articles of Association, drawn up before Fathiah Helmi, S.H.,
Notary in Jakarta, the change of the Company’s name from PT Setiamandiri Mitratama to PT
Eatertainment International was approved. This deed was approved by the Minister of Justice and
Human Rights of the Republic of Indonesia through Decree No. C-25160 HT.01.04.TH.2004 dated 11
October 2004.
Pursuant to Deed No. 16 dated 7 August 2012 in connection with the Resolution Statement of the
Meeting on the amendment of the Articles of Association, drawn up before Fathiah Helmi, S.H.,
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Notary in Jakarta, the change of the Company’s name from PT Eatertainment International to PT
Golden Eagle Energy Tbk was approved. This deed was approved by the Minister of Justice and
Human Rights of the Republic of Indonesia through Decree No. AHU-44804.AH.01.02 Year 2012
dated 15 August 2012.
The latest amendments to the Articles of Association and the composition of the Board of Directors
and Board of Commissioners of the Company are as stated in: (i) Deed of Resolution Statement of
Meeting regarding the Amendment of the Articles of Association No. 20 dated 3 August 2022, drawn
up before Jose Dima Satria, S.H., M.Kn., Notary in Jakarta, which deed was approved by MoLHR
through Decree No. AHU-AH.01.03-0282705 dated 24 August 2022 (“Law 40/2007 Adjustment
Deed”); (ii) Deed No. 15 dated 6 July 2015, drawn up before Jose Dima Satria, S.H., M.Kn., Notary in
South Jakarta Administrative City (“POJK 32 and 33 Adjustment Deed”) with Notification Receipt
Letter of Amendment to the Articles of Association from MoLHR No. AHU-AH.01.03-0949494 dated
8 July 2015; and (iii) Deed of Statement of Meeting Resolutions on the Amendment to the Articles of
Association No. 83 dated 15 November 2023, drawn up before Jose Dima Satria, S.H., M.Kn., Notary
in Jakarta, with Notification Receipt Letter of Amendment to the Articles of Association from MoLHR
No. AHU-0073057.AH.01.02.Year 2023 dated 24 November 2023 (“Latest Management Change
Deed”).
Pursuant to Article 3 of the Company’s Articles of Association, the purpose, objectives, and business
activities of the Company include engaging in Holding Company Activities (KBLI 64200),
Transportation Consultancy Activities (KBLI 70202), Other Management Consultancy Activities (KBLI
70209), Engineering and Related Technical Consultancy Activities (KBLI 71102), Rental and Leasing
Activities Without Option Rights for Cars, Trucks, and Similar Vehicles (KBLI 77100), Rental and
Leasing Activities Without Option Rights for Industrial Machinery and Equipment (KBLI 77301), Rental
and Leasing Activities Without Option Rights for Construction and Civil Engineering Machinery and
Equipment (KBLI 77393), and Construction Equipment Rental with Operator (KBLI 43905). The
Company’s current actual business activities include Other Management Consultancy Activities (KBLI
70209) and Holding Company Activities (KBLI 64200), in accordance with its business license as stated
in Business Identification Number No: 1102220005467 issued by the Minister of Investment and
Downstreaming/Head of the Investment Coordinating Board.
The Company commenced commercial operations in 1980.
The Company headquarters is located at The Suites Tower 17th Floor Jl. Boulevard Pantai Indah
Kapuk No. 1 Kav OFS, North Jakarta, 14470. The Company does not have any branch offices or other
representative offices.
Capital Structure and Shareholding Composition of the Company
Based on the latest Amendment Deed (Deed of Statement of Meeting Resolutions on the
Amendment to the Articles of Association No. 83 dated 15 November 2023) and the Register of
Shareholders of the Company prepared by BAE, the capital structure and shareholding composition
of the Company as of 30 April 2025 are as follows:
Nominal Value IDR125,00 per
Number of share
No. Shareholder
Shares
Nominal Value (IDR) %
Authorized Capital 3,600,000,000 450,000,000,000
Issued and Paid-Up Capital:
1 PT Geo Energy Investama 2,303,030,067 287,878,758,375 67.24
2 PT Golden Prima Energy 724,500,000 90,562,500,000 21.15
3 Public (ownership below 5%) 397,469,933 49,683,741,625 11.60
Total Issued and Fully Paid-up
3,425,000,000 428,125,000,000 100.00
Capital
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Nominal Value IDR125,00 per
Number of share
No. Shareholder
Shares
Nominal Value (IDR) %
Remaining Shares in Portepel 175,000,000 21,875,000,000
Based on the Company’s shareholding structure, PT GEI is the controlling shareholder of the
Company. Furthermore, based on indirect ownership, Mr. Ng See Yong is designated as the beneficial
owner of the Company, as he meets more than one criterion under Article 4 paragraph (1) of
Presidential Regulation No. 13 of 2018, namely: receiving economic benefits of more than 25% (letter
c); having the ability to control the direction of the Company’s policies and strategic decisions (letter
d); and being the actual recipient of income or assets of the Company (letter f).
As additional information, PT GEI does not have any treasury shares or repurchased shares.
Management and Supervision of the Company
Based on the Latest Management Change Deed, the composition of the Board of Commissioners and
the Board of Directors of the Company as of the date of this Disclosure of Information is as follows:
Board of Commissioners
President Commissioner : Budi Susanto
Commissioner : Yanto Melati
Independent Commissioner : Ong Beng Chye
Whose term of office will expire in 5 (five) years, namely until the Annual General Meeting of
Shareholders in 2029.
Board of Directors
President Director : Huang She Thong
Director : Yuliana
Director : Ng See Yong
Whose term of office will expire in 5 (five) years, namely until the Annual General Meeting of
Shareholders in 2029.
Summary of Financial Statements
The summary of the Company’s financial statements is based on the financial statements for the year
ended 31 December 2024, which were audited by the Public Accounting Firm Liana Ramon Xenia &
Partners pursuant to the Independent Auditor’s Report No. 00024/2.1460/AU.1/02/1428-2/1/II/2025
dated 26 February 2025, with an unqualified opinion stating that the financial statements present
fairly, in all material respects, the financial position of the Company. The summary is as follows:
Summary of Financial Statements 31 December 2024 31 December 2023
Statement of Financial Position
Assets
Current Assets 430,536,024,030 188,675,899,475
Non-Current Assets 855,841,275,432 819,187,711,465
Total Assets 1,286,377,299,462 1,007,863,610,940
Liabilities and Equity
Current Liabilities 399,851,375,299 175,199,888,029
Non-Current Liabilities 38,147,154,120 33,139,942,964
Total Liabilities 437,998,529,419 208,339,830,993
Total Equity 848,378,770,043 799,523,779,947
Total Liabiliities and Equity 1,286,377,299,462 1,007,863,610,940
Statement of Profit or Loss and Other Comprehensive Income
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Revenue 816,953,682,813 1,016,267,098,417
Gross Profit 44,227,396,209 177,376,412,239
Profit before Income Tax 39,036,159,163 280,054,340,392
Profit for the Year 35,791,015,208 255,974,588,686
Comprehensive Income for the Year 48,855,174,358 247,180,101,814
Financial Ratios 31 December 2024 31 December 2023
Growth Ratio (%)
Revenue -19.61% -3.15%
Gross Profit -75.07% -47.42%
Total Assets 27.63% -14.79%
Total Liabilities 110.23% 25.54%
Total Equity 6.11% -21.38%
Operating Ratio (%)
Return on Assets 2.78% 25.40%
Return on Equity 4.22% 32.02%
Debt to Assets Ratio 34.05% 20.67%
Debt to Equity Ratio 51.63% 26.06%
EBITDA to Interest Expense 0.00% 0.00%
Current Assets to Current Liabilites 107.67% 107.69%
Cash Ratio 36.21% 25.05%
b. Brief Description of PT GEI
PT GEI was established based on Deed of Establishment No. 17 dated 26 June 2023, drawn up before
Yoke Reinata, S.H., M.Kn., Notary in Tangerang City (“Deed of Establishment of PT GEI”), which deed
has been ratified under the Decree of MoLHR No. AHU-0046555.AH.01.01.TAHUN 2023 dated 26
June 2023. As of the date of this Disclosure of Information, PT GEI does not have any deed other than
the Deed of Establishment of PT GEI.
Pursuant to Article 3 of the Deed of Establishment of PT GEI, the purpose, objectives, and business
activities of PT GEI are to engage in trading business activities, including the wholesale trade of solid,
liquid, and gaseous fuels and related products (KBLI 46610). To carry out its business activities, PT
GEI has obtained Business Identification Number No: 2706230090366 for KBLI 46610, issued by the
Minister of Investment and Downstreaming/Head of the Investment Coordinating Board.
The head office of PT GEI is currently located at the same address as the Company, namely The Suites
Tower, 17th Floor, Jalan Boulevard Pantai Indah Kapuk No. 1 Kav. OFS, Jakarta 14470. PT GEI does
not have any branch offices or other representative offices.
Capital Structure and Shareholding Composition of PT GEI
Based on the Deed of Establishment of PT GEI (Deed of Establishment No. 17 dated 26 June 2023),
the capital structure and shareholding composition of PT GEI are as follows:
Nominal Value IDR
1,000,000.00 per share
No. Shareholder Number of Shares %
Total Nominal Value
(IDR)
Authorized Capital 300,000 300,000,000,000
Issued and Paid-Up Capital:
1 PT Mitra Nasional Pratama 74,999 74,999,000,000 99.99
2 Ng See Yong 1 1,000,000 0.01
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Total Issued and Paid-Up Capital 75,000 75,000,000,000 100.00
Remaining Shares in Portepel 225,000 225,000,000,000
Based on the shareholding structure of PT GEI, PT MNP is the controlling shareholder of PT GEI.
Furthermore, based on both direct and indirect ownership, Mr. Ng See Yong is designated as the
beneficial owner of PT GEI, as he meets more than one criterion under Article 4 paragraph (1) of
Presidential Regulation No. 13 of 2018, namely: receiving economic benefits of more than 25% (letter
c); having the ability to control the direction of the Company’s policies and strategic decisions (letter
d); and being the actual recipient of income or assets of the Company (letter f).
As additional information, PT GEI does not have any treasury shares or repurchased shares.
Management and Supervision of PT GEI
Based on the Deed of Establishment of PT GEI, the composition of the Board of Commissioners and
Board of Directors of the Company as of the date of this Disclosure of Information is as follows:
Board of Commissioners
Commissioner : Martius Tang
Whose term of office will expire in 5 (five) years, until 25 June 2028.
Board of Directors
Director : Idres
Whose term of office will expire in 5 (five) years, until 25 June 2028.
c. Brief Description of PT SUI
PT SUI was established based on Deed of Establishment No. 1 dated June 3, 2013, drawn up before
Rita Komala Dewi, S.H., M.Kn., Notary in Tangerang Regency (“Deed of Establishment of PT SUI”),
which deeds were approved pursuant to the Decree of MoLHR No. AHU-14032.AH.01.01.TAHUN
2014 dated April 24, 2014.
The latest amendments to the Articles of Association and the composition of the Board of Directors
and Board of Commissioners of PT SUI are as stated in: (i) Deed of Statement of Circular Shareholders
Resolution regarding Amendments to the Articles of Association No. 10 dated October 13, 2023,
drawn up before Hanie Hapsari, S.H., M.Kn., Notary in Tangerang Regency, which deed obtained
approval from MoLHR based on Decree No. AHU-0062808.AH.01.02.TAHUN 2023 dated October 17,
2023 (“Latest Amendment Deed of PT SUI”); and (ii) Deed of Statement of Circular Shareholders’
Resolution No. 2 dated March 4, 2024, drawn up before Hanie Hapsari, S.H., M.Kn., Notary in
Tangerang Regency, with Notification Receipt Letter on Company Data Amendment from MoLHR No.
AHU-AH.01.09-0097388 dated March 8, 2024 (“Latest Management Amendment Deed of PT SUI”).
Pursuant to Article 3 of the Articles of Association of PT SUI, the purpose, objectives, and business
activities of the Company include engaging in the following business fields: Wholesale Trade of Solid,
Liquid, and Gaseous Fuels and Related Products (KBLI 46610); Rail Freight Transportation (KBLI
49120); Motor Freight Transportation, including Transportation of Special Goods (KBLI 49432);
Construction of Fishing Port Facilities (KBLI 42913); Non-Financial Holding Company Activities (KBLI
64200); and Rental and Leasing Activities Without Option Rights for Processing Industry Machinery
and Equipment (KBLI 77391). The current actual business activity conducted by PT SUI is Non-
Financial Holding Company Activities (KBLI 64200), in line with the Company’s business license as
stated in Business Identification Number No: 9120114050191 issued by the Minister of Investment
and Downstreaming/Head of the Investment Coordinating Board.
The head office of PT SUI is currently located at Prosperity Tower, 52nd Floor, District 8, Jl. Senopati,
Sudirman Central Business District, Jakarta 12190. PT SUI does not have any branch offices or other
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representative offices.
Capital Structure and Shareholders of PT SUI
Based on the latest Deed of Amendment of PT SUI (Deed of Statement of Circular Shareholders
Resolution regarding Amendment to the Articles of Association No. 10 dated 13 October 2023), the
capital structure and shareholding composition of PT SUI are as follows:
Nominal Value IDR
Number of 1,000,000.00 per share
No. Shareholder %
Shares
Total Nominal Value (IDR)
Authorized Capital 581,274 581,274,000,000
Issued and Paid-Up Capital:
1 Tn. Budi Susanto 559,574 559,574,000,000 96.26
2 Ny. Yuslaini Huang 15,381 15,381,000,000 2.65
3 Tn. Hendra Wijaya 6,319 6,319,000,000 1.09
Total Issued and Paid-Up Capital 581,274 581,274,000,000 100.00
Remaining Shares in Portepel 0 0
Based on the shareholding structure of PT SUI, Mr. Budi Susanto is the controlling shareholder of
PT SUI. Furthermore, based on his direct ownership, Mr. Budi Susanto is designated as the
beneficial owner of PT SUI, as he meets more than one criterion under Article 4 paragraph (1) of
Presidential Regulation No. 13 of 2018, namely: holding more than 25% of the shares (letter a);
holding more than 25% of the voting rights (letter b); receiving economic benefits of more than
25% (letter c); having the ability to control the direction of the Company’s policies and strategic
decisions (letter d); and having the authority to appoint or dismiss the directors and
commissioners (letter e).
As additional information, the company does not own any treasury stock or repurchased shares.
Management and Supervision of PT SUI
Based on the Latest Management Amendment Deed of PT SUI, the composition of the Board of
Commissioners and Directors at the time of this Disclosure of Information is as follows:
Board of Commissioners
Commissioner : Yuslaini Huang
Whose term of office will expire in 5 (five) years as of 1 March 2029.
Board of Directors
Director : Budi Susanto
Whose term of office will expire in 5 (five) years as of 1 March 2029.
d. Brief Description of PT BES
PT BES was established based on Deed of Establishment No. 25 dated August 21, 2014, drawn up
before Nora Meiyensi, S.H., M.Kn., Notary in Muara Enim (“Deed of Establishment of PT BES”),
which deed was approved by the Decree of MoLHR No. AHU-22217.40.10.20142014 dated August
28, 2014.
The latest amendments to the Articles of Association and the composition of the Board of
Directors and Board of Commissioners of the Company are as stated in:
(i) Deed of Statement of Circular Shareholders’ Resolution No. 09 dated March 24, 2025, drawn
up before Hanie Hapsari, S.H., M.Kn., Notary in Tangerang Regency, which deed has obtained
approval from MoLHR pursuant to Decree No. AHU-0021334.AH.01.02.Tahun 2025 dated March
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24, 2025 (“Latest Amendment Deed of PT BES”); and (ii) Deed of Statement of Circular
Shareholders’ Resolution No. 20 dated October 25, 2023, drawn up before Hanie Hapsari, S.H.,
M.Kn., Notary in Tangerang Regency, which deed has received a Notification Receipt Letter for
Amendment to Company Data from MoLHR No. AHU-AH.01.09-0178759 dated October 27, 2023
(“Latest Management Amendment Deed of PT BES”).
Pursuant to Article 3 of the Articles of Association of PT BES, the purpose, objectives, and business
activities of PT BES are to engage in the Wholesale Trade of Solid, Liquid, and Gaseous Fuels and
Related Products (KBLI 46610), and Holding Company Activities (KBLI 64200). The current actual
business activity conducted by PT BES is Holding Company Activities (KBLI 64200), in line with its
business license as stated in Business Identification Number (Nomor Induk Berusaha) No:
9120219051345 issued by the Minister of Investment and Downstreaming/Head of the
Investment Coordinating Board.
The head office of PT BES is currently located at Prosperity Tower, 52nd Floor, District 8, Jl.
Senopati, Sudirman Central Business District, Jakarta 12190. PT BES does not have any branch
offices or other representative offices.
Capital Structure and Shareholders of PT BES
Based on the latest Deed of Amendment of PT BES (Deed of Statement of Shareholders’
Resolutions No. 09 dated 24 March 2025), the capital structure and shareholding composition of
PT BES are as follows:
Nominal Value IDR
Number of 1,000,000.00 per share
No. Shareholder %
Shares
Total Nominal Value (IDR)
Authorized Capital 128,155 128,155,000,000
Issued and Paid-Up Capital:
1 PT Sinar Unggul Internasional 128,154 128,154,000,000 99.99
2 Tn. Hendra Wijaya 1 1,000,000 0.01
Total Issued and Paid-Up Capital 128,155 128,155,000,000 100.00
Remaining Shares in Portepel 0 0
Based on the shareholding structure of PT BES, PT SUI is the controlling shareholder of PT BES.
Furthermore, based on indirect ownership, Mr. Budi Susanto is designated as the beneficial owner of
PT BES, as he meets more than one criterion under Article 4 paragraph (1) of Presidential Regulation
No. 13 of 2018, namely: receiving economic benefits of more than 25% (letter c); having the ability to
control the direction of the Company’s policies and strategic decisions (letter d); and being the actual
recipient of income or assets of the Company (letter f).
As additional information, the company does not own any treasury stock or repurchased shares.
Management and Supervision of PT BES
Based on the Latest Management Amendment Deed of PT BES, the composition of the Board of
Commissioners and Board of Directors at the time of this Disclosure of Information is as follows:
Board of Commissioners
Commissioner : Sally Ariani Ismail
Whose term of office will expire in 5 (five) years as of 10 October 2028.
Board of Directors
Director : Riki Satria Putra
Whose term of office will expire in 5 (five) years as of 10 October 2028.
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Summary of Financial Statements
The summary of PT BES's financial statements is based on the financial statements for the year
ended 31 December 2024, which were audited by the Public Accounting Firm Dra. Suhartati &
Partners, pursuant to the Independent Auditor’s Report No. 00021/3.0358/AU.1/02/1451-
1/1/III/2025 dated 11 March 2025, with an unqualified opinion stating that the financial
statements present fairly, in all material respects, the financial position of the company. The
summary is as follows:
(in Indonesian Rupiah)
Financial Position December 31, 2024 December 31, 2023
Assets
Current Assets 1,181,250,386 1,200,692,865
Non-Current Assets 126,905,400,000 126,916,059,000
Total Assets 128,086,650,386 128,116,751,865
Liabilities and Equity
Short-Term Liabilities - 75,000
Long-Term Liabilities 126,905,400,000 126,905,400,000
Total Liabilities 126,905,400,000 126,905,475,000
Total Equity 1,181,250,386 1,211,276,865
Total Liabilities and Equity 128,086,650,386 128,116,751,865
Statement of Profit or Loss and Other Comprehensive Income
Gross Profit - -
Operating Loss (29,685,026) (38,000,000)
(Loss)/Profit before income tax (30,026,479) (38,723,135)
(Loss)/Profit of the year (30,026,479) (38,723,135)
(Loss)/Comprehensive income for the year (30,026,479) (38,723,135)
Statements of Cash Flows
Cash Flows from Operating Activities (16,307,479) (41,783,135)
Cash Flows from Investing Activities - (126,905,400,000)
Cash Flows from Financing Activities - 126,905,400,000
Cash and Bank at Year-End 1,181,250,386 1,197,557,865
Financial Ratio 31 December 2024 31 December 2023
Growth Ratio (%)
Revenue 0.00% 0.00%
Gross Profit 0.00% 0.00%
Total Assets -0.02% 10149.34%
Total Liabilities 0.00% 100.00%
Total Equity -2.48% -3.10%
Operating Ratio (%)
Return on Assets -0.02% -0.03%
Return on Equity -2.54% -3.20%
Debt to Assets Ratio 99.08% 99.05%
Debt to Equity Ratio 10743.31% 10477.00%
EBITDA to Interest Expense 0.00% 0.00%
Current Assets to Current Liabilites 0.00% 1600923.82%
Cash Ratio 0.00% 1596743.82%
Shareholding Structure of PT BES after the transaction in Acquisition Agreement:
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Nominal Value IDR
Number of 1,000,000.00 per share
No. Shareholder %
Shares
Total Nominal Value (IDR)
Authorized Capital 128,155 128,155,000,000
Issued and Paid-Up Capital:
1 PT Golden Eagle Energy Tbk 128,155 128,155,000,000 100
Total Issued and Paid-Up Capital 128,155 128,155,000,000 100.00
100% 99.13%
PT BES PT NMMJ
15.00% 85.00%
PT TRA
5. Nature of Affiliated Relationship Between the Parties to the Transaction
a. In connection with the Loan Agreement, PT GEI is an affiliated party to the Company as PT GEI is
the Company’s Controlling Shareholder with a direct ownership of 67.24% (sixty-seven point two
four percent).
b. In connection with the Acquisition Agreement, PT SUI is an affiliated party to the Company as Mr.
Budi Susanto, the President Commissioner of the Company, also serves as a Director in PT SUI.
SUMMARY OF THE APPRAISAL REPORT AND FAIRNESS OPINION ON THE TRANSACTION
KJPP as registered KJPP based on the Ministry of Finance Decree No. 2.19.0162 dated 15 July 2019 and
listed as a capital market supporting profession of the OJK under Registered Letter of Capital Market
Supporting Profession of OJK No. STTD.PB-01/PJ-1/PM.223/2023 (business appraiser), has appointed by
the Company’s management to give an opinion as independent appraisers on the market value of
100.00% shares of PT BES and provide a fair opinion on the Acquisition Transaction and Loan Transactions
in accordance to the engagement letter No. KR/241227-001 dated 27 December 2024 which was
approved by the Company’s management.
1. Report of Shares Valuation
The following is a summary of the report of the market value of 100.00% (one hundred percent)
shares of PT BES and loan from shareholders of PT BES to PT SUI as stated in report
No. 00084/2.0162-00/BS/02/0153/1/VI/2025 dated 16 June 2025.
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a. Transaction Parties
The transacting parties in the Acquisition Transaction and Loan Transaction are the Company,
PT GEI, PT BES, and PT SUI.
b. The Valuation Object
The valuation object is the market value of 100.00% of PT BES shares and loan from shareholders
of PT BES to PT SUI.
c. The Objective and Purpose of The Valuation
The objective of the valuation is to obtain an independent opinion on the market value of the
Valuation object stated in Rupiah and/or its equivalency as of 31 December 2024.
The purpose of the valuation is to provide an overview on the market value of the Valuation
Object which would then be used as a reference and consideration by the Company's
management in accordance to the implementation of the Acquisition Transactions and Loan
Transactions and to comply with the applicable regulations, i.e. POJK 42/2020 and POJK 17/2020.
This valuation was performed in compliance with the provisions of POJK 35/2020 and SPI.
d. Subsequent Events After the Valuation Date
Based on information obtained from the Company's management, from the valuation date, i.e.,
31 December 2024, until the date of issuance of the valuation report of the 100.00% shares of PT
Bara Enim Sejahtera and the shareholder loan from PT Bara Enim Sejahtera to PT Sinar Unggul
Internasional there were no significant events after the valuation date (subsequent events) that
would significantly affect the market value of the Valuation Object, except for the event as
stipulated in the Circular Resolution of the Shareholders of PT BES No. 9 dated 24 March 2025,
drawn up by Hanie Hapsari, S.H., M.Kn. (“Deed”), whereby the shareholders of PT BES resolved
to:
• Approve the sale of 61 shares owned by Mr. Hendra Wijaya to PT SUI.
• Approve the plan to convert the loan from PT BES to PT SUI in the amount of Rp 126.91 billion
into equity and issue 126,905 shares with a nominal value of Rp 1,000,000 per share.
Accordingly, based on the Deed, the shareholding composition of PT BES becomes as follows:
Nominal Value per Share
Number of (IDR 1,000,000)
No. Shareholder
Shares Total Nominal Value
%
(Rp)
1 PT Sinar Unggul Internasional 128,154 128,154,000,000 99.9993
2 Hendra Wijaya 1 1,000,000 0.0007
Total Issued and Paid-up Capital 128,155 128,155,000,000 100.00
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Considering that the Valuation Object is the market value of 100.00% shares of PT BES and the
shareholder loan from PT BES to PT SUI as of 31 December 2024, the sale of 61 shares owned by
HW to PT SUI and the planned conversion of the loan from PT BES to PT SUI amounting to
Rp 126.91 billion into equity and issuance of 126,905 shares with a nominal value of Rp 1,000,000
per share have no impact or influence on the conclusion of the value of 100.00% shares of PT BES
and the shareholder loan from PT BES to PT SUI.
e. Assumptions and Limiting Conditions
This valuation was prepared based on the market and economic conditions, general business and
financial conditions as well as applicable Government regulations until the date of issuance of this
valuation report.
The valuation of the Valuation Object performed with the discounted cash flow method was
based on PT TRA’s financial statements projections prepared by the management of PT TRA. In
preparing the financial statements projections, various assumptions were developed based on
the performance of PT TRA in previous years and management’s plan for the future. KJPP have
made some adjustments to the financial statements projections in order to describe the
operating conditions and performance of PT TRA more fairly during the valuation. Overall, there
were not any significant adjustments that have been applied to the performance targets of
PT TRA and reflect its fiduciary duty. KJPP are responsible for the valuation and the fairness of the
financial statements projections based on the historical performance of PT TRA and the
information from the management of PT TRA to such financial statements projections. KJPP are
also responsible for the Appraisal Report of PT TRA and the final value conclusion.
In the valuation assignment, KJPP assumed the fulfillment of all conditions and obligations of the
Company. KJPP also assumed that from the date of the valuation until the date of issuance of the
valuation report, there were no changes that could materially affect the assumptions used in the
valuation. KJPP are not responsible to reaffirm or to supplement or to update KJPP opinion due
to the changes in the assumptions and conditions as well as events occurring after the report
date.
In performing the analysis, KJPP assumed and relied on the accuracy, reliability, and completeness
of all financial information and other information provided to us by the Company and PT BES or
publicly available which were essentially true, complete and not misleading and KJPP are not
responsible to perform an independent investigation of such information. KJPP also relied on
assurances from the management of the Company and PT BES that they did not know the facts
which led to the information given to us to be incomplete or misleading.
The valuation analysis of the Valuation Object was prepared using the data and information as
disclosed above. Any changes to the data and information may materially affect the outcome of
KJPP opinion. KJPP are not responsible for the changes in the conclusions of KJPP valuation as well
as any losses, damages, costs or expenses caused by undisclosed information which led the data
obtained to be incomplete and/or could be misinterpreted.
Since the result of KJPP valuation depended on the data and the underlying assumptions, the
changes in the data sources and assumptions based on market data would change the result of
KJPP valuation. Therefore, KJPP stated that the changes to the data used could affect the result
of the valuation and that such differences could be material. Although the content of this
valuation report had been prepared in good faith and in a professional manner, KJPP are unable
to accept the responsibility for the possibility of the differences in KJPP conclusion caused by
additional analysis, the application of the valuation result as a basis to perform the analysis of the
transaction or any changes in the data used as the basis of the valuation. The valuation report of
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the Valuation Object represents a non-disclaimer opinion and is an open-for-public report unless
there was confidential information on such a report, which might affect the operation of the
Company and PT BES.
KJPP’s work related to the valuation of the Valuation Object was not and could not be interpreted
in any form, a review, an audit, or the implementation of certain procedures for financial
information. The work was also not intended to reveal weaknesses in internal control, errors,
irregularities in the financial statements, or violations of the law. Furthermore, KJPP has also
obtained the information on the legal status of PT BES based on the articles of association of
PT BES.
f. The Valuation Methods Applied
The valuation methods applied in the valuation of the Valuation Object were the discounted cash
flow method, the adjusted net asset method, and the guideline publicly traded company method.
The discounted cash flow method was used considering that the operations carried out by PT TRA
in the future will still fluctuate according to the estimated PT TRA’s business development. In
performing the valuation through this method, PT TRA’s operations were projected based on the
estimated PT TRA’s business development. Future cash flows generated by financial statements
projections were converted into the present value using an appropriate discount rate to the level
of risks. The indicative value was the total present value of future cash flows.
In conducting the valuation using the net asset adjustment method, the value of all asset and
liability components must be adjusted to their market value, except for components that already
reflect market value (such as cash/bank balances or bank loans). The overall market value of the
company is then derived by calculating the difference between the market value of total assets
(both tangible and intangible) and the market value of liabilities.
The guideline publicly traded company method is used in this valuation because although in the
public company stock market no information is obtained regarding similar companies with
equivalent business scale and assets, it is estimated that the existing public company stock data
can be used as comparative data on the value of shares owned by PT TRA.
The approaches and valuation methods above KJPP are considered to be the most suitable to be
applied in this assignment and had been approved by the management of the Company and
PT BES. It is possible that the application of other valuation approaches and methods may give
different results.
Furthermore, the values obtained from each of these methods are reconciled by weighting.
The summary of the valuation of 100.00% of the shares in PT BES and the shareholder loan from
PT BES to PT SUI is as follows:
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Summary of PT BES & PT TRA Valuation
In million Rupiah
Approach Valuation Result Weighted Value Reconciliation
PT Bara Enim Sejahtera
Metode Penyesuaian Aset Bersih 573.450
Market value of 100.00% shares 573.450
Shareholder loan 126.905
Market value of 100.00% shares and shareholder loan 700.355
PT Triaryani
Discounted Cash Flow Method
Indicative market value of 100.00% shares before
discount lack of marketabilities and discount lack of control 14.567.300
Discount lack of marketabilities (30,00%) (4.370.190)
Indicative market value of 100.00% shares before
Discount lack of control 10.197.110
Discount lack of control (50,00%) (5.098.555)
Market value of 100.00% shares 5.098.555
Market value of 15.00% shares 764.783
Guideline Publicly Traded Company Method
Indicative market value of 100.00% shares before
discount lack of marketabilities and discount lack of control 2.070.300
Discount lack of marketabilities (30,00%) (621.090)
Indicative market value of 100.00% shares before 1.449.210
Discount lack of control
Discount lack of control (50,00%) (724.605)
Market value of 100.00% shares 724.605
Market value of 15.00% shares 108.691
Reconciliation
Discounted cash flow method 764.783 0,00% 688.305
Guideline publicly traded company method 108.691 100,00% 10.869
Total 699.174
g. Conclusion
Based on the analysis of all data and information that KJPP has received and by considering all
relevant factors affecting the valuation, therefore in KJPP's opinion, the market value of the
Valuation Object as of 31 December 2024 was Rp 700.36 billion.
2. Report of Fairness Opinion on the Acquisition Transaction and Loan Transaction
The following is a summary of the report of the fairness opinion on the Acquisition Transaction and
Loan Transaction as stated in report No. 00085/2.0162-00/BS/02/0153/1/VI/2025 dated
16 June 2025.
a. Parties Involved in The Acquisition Transaction and the Loan Transaction
The transacting parties in the Acquisition Transaction and Loan Transaction are the Company,
PT GEI, PT BES, and PT SUI.
22
Page 23
b. Object of Fairness Analysis
The object of the transaction in the fairness opinion on Acquisition Transactions and Loan
Transactions are as follows:
• The Company plans to acquire up to 100.00% of PT BES shares from PT SUI for a transaction
value of maximum Rp 673.20 billion by assuming (novation of) all rights and obligations from
PT GEI, including but not limited to transaction execution, fulfillment of conditions under the
Acquisition Agreement, and payment obligations in connection with the Acquisition
Transaction.
• The Company plans to obtain a loan facility from PT GEI up to Rp 500.00 billion, with an interest
rate of 7.00% per year, and a repayment period of 10 years from the loan disbursement in
connection with the Loan Transaction.
c. Date of Fairness Opinion
The Fairness Opinion on the Acquisition Transaction and Loan Transaction, as stated in the
Fairness Opinion Report, is as of 31 December 2024. This date was selected based on the
relevance and purpose of the analysis conducted in relation to the Fairness Opinion on the
Acquisition Transaction and the Loan Transaction.
d. Purpose of Fairness Opinion
The purpose and objective of the preparation of the fairness opinion on the Acquisition
Transactions and Loan Transactions is to provide an overview of the fairness of the Acquisition
Transactions and Loan Transactions to the Company’s Directors from financial aspects and to
comply with the applicable regulations, i.e., POJK 42/2020 and POJK 17/2020.
The fairness opinion report was prepared in compliance with the provisions of POJK 35/2020 and
SPI.
e. Assumptions and Limiting Conditions
The fairness opinion analysis on the Acquisition Transactions and Loan Transactions was prepared
using the data and information as disclosed above, such data and information of which KJPP has
reviewed. In performing the analysis, KJPP relied on the accuracy, reliability, and completeness
of all financial information, information on the legal status of the Company, and other information
provided to us by the Company or publicly available, and KJPP is not responsible for the accuracy
of such information. Any changes to the data and information may materially influence the
outcome of the KJPP opinion. KJPP also relied on assurances from the management of the
Company that they did not know the facts which led to the information given to us to be
incomplete or misleading. Therefore, KJPP is not responsible for the changes in the conclusions
of KJPP's fairness opinion caused by changes in those data and information.
The Company's financial projections before and after the Acquisition Transactions and Loan
Transactions were prepared by the Company's management. KJPP has reviewed such financial
projections, and those financial projections have described the operating conditions and
performance of the Company. Overall, there were no significant adjustments to be made to the
performance targets of the Company.
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In conducting the valuation of 100.00% of the shares in PT BES and the Shareholder Loan from
PT BES to PT SUI, KJPP has taken into account the shareholder loan, future obligations, and
non-financial risks, as reflected in the financial projections of PT TRA under the discounted cash
flow (DCF) method.
KJPP did not perform an inspection of the Company's fixed assets or facilities. In addition, KJPP
also did not give an opinion on the tax impact of the Acquisition Transactions and Loan
Transactions. The service KJPP provided to the Company in connection with the Acquisition
Transactions and Loan Transactions was merely the provision of the fairness opinion on the
Acquisition Transactions and Loan Transactions, not accounting services, auditing, or taxation.
KJPP did not perform an observation on the validity of the Acquisition Transactions and Loan
Transactions from legal aspects, and the implications of taxation aspects. The fairness opinion on
the Acquisition Transactions and Loan Transactions was only performed from economic and
financial aspects. The fairness opinion report on the Acquisition Transactions and Loan
Transactions represented a non-disclaimer opinion and was an open-for-public report unless
there was confidential information in such report, which might affect the Company's operations.
Furthermore, KJPP has also obtained the information on the legal status of the Company and
PT BES based on the articles of association of the Company and PT BES.
KJPP’s work related to the Acquisition Transactions and Loan Transactions was not and could not
be interpreted in any form, a review or an audit or an implementation of certain procedures of
financial information. The work was also not intended to reveal weaknesses in internal control,
errors, or irregularities in the financial statements, or violations of law. In addition, KJPP did not
have the authority and was not in a position to obtain and analyse a form of other transactions
that existed and might be available to the Company other than the Acquisition Transactions and
Loan Transactions, and the effect of these transactions on the Acquisition Transactions and Loan
Transactions.
This fairness opinion was prepared based on the market and economic conditions, general
business and financial conditions, as well as government regulations related to the Acquisition
Transactions and Loan Transactions on the issuance date of this fairness opinion.
In preparing the fairness opinion, KJPP applied several assumptions, such as the fulfillment of all
conditions and obligations of the Company as well as all parties involved in the Acquisition
Transactions and Loan Transactions. Acquisition Transactions and Loan Transactions would be
executed as described accordingly to a predetermined time period and the accuracy of the
information regarding the Acquisition Transactions and Loan Transactions, which was disclosed
by the Company's management.
The fairness opinion should be viewed as a whole and the use of partial analysis and information
without considering other information and analysis as a whole may cause a misleading view and
conclusion on the process underlying the fairness opinion. The preparation of the fairness opinion
was a complicated process and might not be possible to perform through incomplete analysis.
KJPP also assumed that from the issuance date of the fairness opinion until the execution date of
the Acquisition Transactions and Loan Transactions, there were no changes that could materially
affect the assumptions used in the preparation of the fairness opinion. KJPP is not responsible for
reaffirming or to supplement or updating KJPP opinion due to the changes in the assumptions
and conditions as well as events occurring after the letter date. The calculation and analysis in the
fairness opinion have been performed properly, and KJPP is responsible for the fairness opinion
report.
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Page 25
The conclusion of the fairness opinion is applicable for no changes that might materially impact
on the Acquisition Transactions and Loan Transactions. Such changes include, but not limited to,
the changes in conditions both internally on the Company and externally on the market and
economic conditions, general conditions of business, trading and financial as well as government
regulations of Indonesia and other relevant regulations after the issuance date of the fairness
opinion report. Whenever after the issuance date of the fairness opinion report such changes
occur, the fairness opinion on the Acquisition Transactions and Loan Transactions might be
different.
f. The Approach and Valuation Method
In evaluating the fairness opinion on the Acquisition Transactions and Loan Transactions, KJPP
had performed analysis through the approaches and procedures of the fairness opinion on the
Acquisition Transactions and Loan Transactions as follows:
I. Analysis of the Acquisition Transactions and Loan Transactions;
II. Qualitative and quantitative analysis of the Acquisition Transactions and Loan Transactions;
and
III. Analysis of the fairness on the Acquisition Transactions and Loan Transactions.
g. Fairness Opinion on the Acquisition Transactions and Loan Transactions
Based on the scope of works, assumptions, data, and information acquired from the Company's
management which was used in the preparation of this fairness opinion report, a review of the
financial impact on the Acquisition Transactions and Loan Transactions as disclosed in the
fairness opinion report, therefore in KJPP’s opinion, the Acquisition Transactions and Loan
Transactions is fair.
EXPLANATION, CONSIDERATIONS, AND IMPACT OF THE SHARE PURCHASE TRANSACTION
ON THE COMPANY
Explanation, Considerations, and Rationale for the Transaction (Including Comparison with Similar
Transactions Not Conducted with Affiliated Parties)
In support of the Company’s strategic expansion and business development agenda, the Company will
obtain a loan facility from PT GEI as the Controlling Shareholder, with a maximum value of
IDR500,000,000,000 (five hundred billion Indonesian Rupiah). This funding facility is provided on an
unsecured basis, with a fixed interest rate of 7% (seven percent) per annum and a maximum term of 10
(ten) years from the date of disbursement.
The loan proceeds will be optimally utilized to finance the planned acquisition of PT BES, which carries high
strategic value for the Company, as well as to support working capital and general corporate financing
needs that contribute to sustainable business growth. This loan structure reflects efficiency and prudence
in the Company’s capital management, given that the source of funding is the Company’s own controlling
shareholder. With no collateral requirements and lower financing costs compared to typical external
financing schemes, the Company gains greater flexibility in managing cash flows and capital allocation.
The proposed acquisition of PT BES is a strategic move, as it will provide the Company with direct or indirect
control over 100% (one hundred percent) of the shareholding in PT TRA, considering PT BES currently holds
15% (fifteen percent) of the shares in PT TRA. Through this acquisition, the Company will gain full control
over the operational policy and development direction of PT TRA, and unlock the potential to fully
consolidate PT TRA’s profit contribution into the Company’s consolidated financial statements.
Furthermore, this corporate action is an integral part of the Company’s long-term growth strategy to
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maximize value for shareholders and other stakeholders. The commitment of PT GEI as the Controlling
Shareholder to provide direct financial support also reflects a strong confidence in the Company’s business
prospects and fundamentals.
The selection of the acquisition structure through PT BES was made by taking into account various strategic
considerations, including the ease of implementing a restructuring of the overall group entities, the
alignment of ownership and control structures for greater optimization, and improved efficiency in the
application of corporate governance policies. This structure not only reflects a prudent and measured
approach, but also contributes to the establishment of a more integrated, responsive, and adaptive group
structure in light of future business development dynamics. Furthermore, PT SUI, as the seller under the
Acquisition Agreement, did not offer an option to acquire PT TRA’s shares directly, but instead required
that the transaction be carried out through the purchase of shares in PT BES.
As a demonstration of compliance with good corporate governance principles and applicable laws and
regulations, the implementation of the Loan Transaction and the Acquisition Transaction will be carried
out upon obtaining approval from the Independent Shareholders through the Extraordinary GMS
mechanism.
Impact of the Transaction on the Company’s Financial Condition
The following presents the pro forma consolidated financial information of the Company for the year
ended 31 December 2024, which has been prepared by the Public Accounting Firm Liana Ramon Xenia &
Partners in accordance with the requirements of POJK 17/2020. The preparation of this pro forma
consolidated financial information is intended to illustrate the impact of the Loan Transaction and the
Acquisition Transaction on the Company's consolidated financial statements, under the assumption that
the transactions had occurred as of 31 December 2024. The preparation of this pro forma information is
carried out under the following conditions:
1. Presented based on information, estimates, and assumptions available at the time of the assessment
period and considered reasonable;
2. Intended to illustrate the impact of the Loan Transaction and Acquisition Transaction on the
Company’s consolidated financial statements;
3. Does not reflect all management decisions or other corporate actions that may be taken by the
Company following the completion of the transactions.
The proforma analysis of the planned Loan and Acquisition Transactions is presented with reference to the
relevant line items in the Company’s financial statements as follows:
1. Proforma Consolidated Statement of Financial Position as of 31 December 2024
26
Page 27
PT Golden Eagle Consolidated Statement
Energy Tbk PT Bara Enim Proforma of Financial Position
and Subsidiaries Sejahtera Adjustments Notes Proforma After Adjustments
Rp Rp Rp Rp
ASSETS
CURRENT ASSETS
Cash and cash equivalents 144,800,653,997 1,181,250,386 220,000,000,000 5a 192,781,904,383
100,000,000,000 5b
(53,200,000,000) 5c
(220,000,000,000) 5c
Trade accounts receivables
Related party - - - -
Third parties 52,758,225,595 - 52,758,225,595
Other accounts receivables
Related parties 1,406,243,754 - - 1,406,243,754
Third parties 9,680,444,188 - - 9,680,444,188
Inventories 116,793,372,705 - - 116,793,372,705
Advances 8,648,513,312 - - 8,648,513,312
Prepaid taxes 96,054,088,068 - - 96,054,088,068
Prepaid expenses 394,482,411 - - 394,482,411
Total Current Assets 430,536,024,030 1,181,250,386 46,800,000,000 478,517,274,416
NON-CURRENT ASSETS
Deferred tax asset 4,840,324,961 - - 4,840,324,961
Investment in a subsidiary - - 673,200,000,000 5c -
126,905,400,000 5d
(126,905,400,000) 5f
(673,200,000,000) 5f
Investment in an associate 362,402,286,559 126,905,400,000 (126,905,400,000) 5d 362,402,286,559
Property, plant and equipment - net 15,577,318,678 - - 15,577,318,678
Stripping activity asset - net 91,855,640,237 - - 91,855,640,237
Mining properties - net 64,637,184,551 - - 64,637,184,551
Exploration and evaluation assets 166,511,020,450 - - 166,511,020,450
Goodwill 1,315,050,000 - - 1,315,050,000
Restricted time deposits 13,140,180,481 - - 13,140,180,481
Advances and refundable deposits 663,008,515 - 663,008,515
Advances for purchase of shares - - 400,000,000,000 5b -
- - (400,000,000,000) 5c
Prepaid taxes 20,609,261,000 - - 20,609,261,000
Other non-current assets 114,290,000,000 - - 114,290,000,000
Total Non-current Assets 855,841,275,432 126,905,400,000 (126,905,400,000) 855,841,275,432
TOTAL ASSETS 1,286,377,299,462 128,086,650,386 (80,105,400,000) 1,334,358,549,848
PT Golden Eagle Consolidated Statement
Energy Tbk PT Bara Enim Proforma of Financial Position
and Subsidiaries Sejahtera Adjustments Notes Proforma After Adjustments
Rp Rp Rp Rp
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Trade accounts payables to third parties 156,963,317,061 - - 156,963,317,061
Other accounts payables
Related parties 20,727,876,471 - - 20,727,876,471
Third parties 470,018,860 - - 470,018,860
Dividend payable 808,080,000 - - 808,080,000
Taxes payable 3,543,025,553 - - 3,543,025,553
Contract liabilities
Related party 175,120,364,835 - - 175,120,364,835
Third parties 149,679,330 - - 149,679,330
Accrued expenses 40,569,013,189 - - 40,569,013,189
Other currents liabilities 1,500,000,000 - - 1,500,000,000
Total Current Liabilities 399,851,375,299 - - 399,851,375,299
NON-CURRENT LIABILITIES
Provision for environmental reclamation
reclamation and mine closure 25,557,239,042 - - 25,557,239,042
Due to shareholder - 126,905,400,000 (126,905,000,000) 5e 500,000,400,000
500,000,000,000 5b
Employment benefits obligation 12,589,915,078 - - 12,589,915,078
Total Non-current Liabilities 38,147,154,120 126,905,400,000 373,095,000,000 538,147,554,120
TOTAL LIABILITIES 437,998,529,419 126,905,400,000 373,095,000,000 937,998,929,419
EQUITY
Equity attributable to the owners
of the Company
Capital stock 393,750,000,000 1,250,000,000 34,375,000,000 5a 428,125,000,000
126,905,000,000 5e
(128,155,000,000) 5f
Additional paid-in capital 17,761,620,443 - 185,625,000,000 5a (409,126,561,717)
(612,513,182,160) 5f
Foreign currency translation
difference reserve 91,184,399,556 - - 91,184,399,556
Difference in value of equity transaction
27
with non-controlling interest 65,955,267,205 - - 65,955,267,205
Other comprehensive income 2,830,327,829 - - 2,830,327,829
Retained earnings
Appropriated 25,000,000,000 - - 25,000,000,000
Page 28
reclamation and mine closure 25,557,239,042 - - 25,557,239,042
Due to shareholder - 126,905,400,000 (126,905,000,000) 5e 500,000,400,000
500,000,000,000 5b
Employment benefits obligation 12,589,915,078 - - 12,589,915,078
Total Non-current Liabilities 38,147,154,120 126,905,400,000 373,095,000,000 538,147,554,120
TOTAL LIABILITIES 437,998,529,419 126,905,400,000 373,095,000,000 937,998,929,419
EQUITY
Equity attributable to the owners
of the Company
Capital stock 393,750,000,000 1,250,000,000 34,375,000,000 5a 428,125,000,000
126,905,000,000 5e
(128,155,000,000) 5f
Additional paid-in capital 17,761,620,443 - 185,625,000,000 5a (409,126,561,717)
(612,513,182,160) 5f
Foreign currency translation
difference reserve 91,184,399,556 - - 91,184,399,556
Difference in value of equity transaction
with non-controlling interest 65,955,267,205 - - 65,955,267,205
Other comprehensive income 2,830,327,829 - - 2,830,327,829
Retained earnings
Appropriated 25,000,000,000 - - 25,000,000,000
Unappropriated 189,971,522,496 (68,749,614) 68,749,614 5f 189,971,522,496
Total equity attributable to the owners
of the Company 786,453,137,529 1,181,250,386 (393,694,432,546) 393,939,955,369
Non-controlling interests 61,925,632,514 - (59,505,967,454) 5f 2,419,665,060
Total Equity 848,378,770,043 1,181,250,386 (453,200,400,000) 396,359,620,429
TOTAL LIABILITIES AND EQUITY 1,286,377,299,462 128,086,650,386 (80,105,400,000) 1,334,358,549,848
2. Proforma Consolidated Statement of Profit or Loss and Other Comprehensive Income for the year
ended 31 December 2024
PT Golden Eagle Consolidated Statement
Energy Tbk PT Bara Enim Proforma of Financial Position
and Subsidiaries Sejahtera Adjustments Notes Proforma After Adjustments
Rp Rp Rp Rp
SALES 816,953,682,813 - - 816,953,682,813
COST OF SALES (772,726,286,604) - - (772,726,286,604)
GROSS PROFIT 44,227,396,209 - - 44,227,396,209
Equity in net income of an associate 31,334,570,783 - - 31,334,570,783
Interest income 2,729,261,374 - - 2,729,261,374
Gain on foreign exchange 2,078,794,396 - - 2,078,794,396
Gain on disposal of a subsidiary 434,577,590 - - 434,577,590
Gain on sale of property, plant and equipment 327,511,622 - - 327,511,622
General, administrative and selling expense (38,696,666,827) (29,685,026) - (38,726,351,853)
Tax expense (3,486,419,812) - - (3,486,419,812)
Interest expense (1,329,210,936) - - (1,329,210,936)
Others - net 1,416,344,764 (341,453) - 1,416,003,311
PROFIT (LOSS) BEFORE TAX 39,036,159,163 (30,026,479) - 39,006,132,684
INCOME TAX EXPENSE - NET (3,245,143,955) - - (3,245,143,955)
PROFIT (LOSS) FOR THE YEAR 35,791,015,208 (30,026,479) - 35,760,988,729
OTHER COMPREHENSIVE INCOME
Items that will not be reclassified
subsequently to profit or loss:
Share of remeasurement of
employee benefits liabilities
of an associate, net of tax - - - -
Actuarial gain on employment
benefits obligation 462,080,838 - - 462,080,838
Item that may be reclassified subsequently
to profit or loss:
Foreign currency translation difference 12,602,078,312 - - 12,602,078,312
Total other comprehensive income
for the year, net of tax 13,064,159,150 - - 13,064,159,150
TOTAL COMPREHENSIVE INCOME (LOSS)
FOR THE YEAR 48,855,174,358 (30,026,479) - 48,825,147,879
PROFIT (LOSS) FOR THE YEAR
ATTRIBUTABLE TO:
Owners of the Company 33,835,559,644 (30,026,479) - 33,805,533,165
Non-controlling interests 1,955,455,564 - - 1,955,455,564
NET PROFIT (LOSS) FOR
THE YEAR 35,791,015,208 (30,026,479) - 35,760,988,729
TOTAL COMPREHENSIVE INCOME
(LOSS) FOR THE YEAR
ATTRIBUTABLE TO:
Owners of the Company 46,779,534,329 (30,026,479) - 46,749,507,850
Non-controlling interests 2,075,640,029 - - 2,075,640,029
TOTAL COMPREHENSIVE INCOME
(LOSS) FOR THE YEAR 48,855,174,358 (30,026,479) - 48,825,147,879
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STATEMENT OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS
In relation to the Loan Transaction and Acquisition Transaction, the Board of Commissioners and the
Board of Directors of the Company declare that the Loan Transaction and the Acquisition Transaction do
not contain any Conflict of Interest and, to the best of our knowledge, the Company has disclosed all
information that must be known to the public and there are no material facts that have not been disclosed
or have been omitted which would render the information provided in connection with the Loan
Transaction and Acquisition Transaction to be inaccurate and/or misleading. The Company has complied
with the procedures to ensure that the Loan Transaction and the Acquisition Transaction are carried out
in accordance with generally accepted business practices.
GENERAL MEETING OF SHAREHOLDERS
In connection with the Loan Transaction and Acquisition Transaction as described in this Disclosure of
Information, the Company intends to seek approval at the Extraordinary GMS of the Independent
Shareholders, which will be convened as follows: RAPAT UMUM PEMEGANG SAHAM LUAR BIASA
Day, Date : Wednesday, June 18, 2025
Time : At 14.00 WIB – finish
Place : Lausanne Ballroom, Swissotel, Pantai Indah Kapuk, Jakarta
(juga dapat diikuti secara elektronik melalui fasilitas Electronic General
Meeting System dari PT Kustodian Sentral Efek Indonesia atau
eASY.KSEI.
With details of the agenda of the Extraordinary GMS of Independent Shareholders, attendance quorum
and decision quorum and Independent Shareholders who are entitled to attend as follows:
Agenda:
1. Approval of the Independent Shareholders for the Company’s business development through the
acquisition transaction of up to 100% (one hundred percent) of the issued shares of PT Bara Enim
Sejahtera from PT Sinar Unggul Internasional, and the Approval of the Independent Shareholders for
the execution of the Loan Agreement with PT Geo Energy Investama, which constitute Material
Transactions and Affiliated Transactions as referred to in POJK 17/2020 and POJK 42/2020.
Quorum of Attendance and Decision making Quorum:
Pursuant to the provisions of POJK 17/2020, if the Company intends to undertake a Material Transaction
as referred to in Article 3 paragraphs (1) and (2), which exceeds 50% (fifty percent), and such transaction
also constitutes an Affiliated Transaction, the Company is required to first obtain approval from the
Independent Shareholders at the Extraordinary GMS as stipulated in Article 14 of POJK 17/2020, which
provides that:
a. The Extraordinary GMS can be convened if attended by more than 1/2 (one-half) of the total shares
with valid voting rights held by the Independent Shareholders and Shareholders who are not
affiliated with the Company, its Directors, its Board of Commissioners, its controlling Shareholders,
or its majority Shareholders.
b. A decision of the Extraordinary GMS as referred to in point a is valid if approved by more than 1/2
(one-half) of the total shares with valid voting rights held by Independent Shareholders and
Shareholders who are not affiliated with the Company, its Directors, its Board of Commisioners, its
controlling Shareholders, or its majority Shareholders.
c. In the event the quorum in point a is not met, a second Extraordinary GMS may be convened if
attended by more than 1/2 (one-half) of the total shares with valid voting rights held by
Independent Shareholders and Shareholders who are not affiliated with the Company, its Directors,
29
Page 30
its Board of Commissioners, its controlling Shareholders, or its majority Shareholders.
d. The second Extraordinary GMS decision is valid if approved by more than 1/2 (one-half) of the total
shares with valid voting rights held by Independent Shareholders and Shareholders who are not
affiliated with the Company, its Directors, its Board of Commissioners, its controlling Shareholders,
or its majority shareholders who are present at the Extraordinary GMS.
e. If the quorum of attendance at the second Extraordinary GMS is not achieved, a third Extraordinary
GMS may be convened, and it will be valid if the Extraordinary GMS is attended by Independent
Shareholders and Shareholders who are not affiliated with the Company, its Directors, its Board of
Commissioners, its controlling Shareholders, or its majority Shareholders, with a quorum
determined by the Financial Services Authority upon approval of the Company’s request.
f. The third Extraordinary GMS decision will be valid if approved by Independent Shareholders and
Shareholders who are not affiliated with the Company, its Directors, its Board of Commissioners, its
controlling shareholders, or its majority shareholders, representing more than 50% (fifty percent)
of the shares held by such independent shareholders and unaffiliated shareholders present at the
Extraordinary GMS.
g. In the event that the Material Transaction is not approved by the GMS pursuant to Article 9 of POJK
17/2020, the proposed Material Transaction may only be re-submitted for GMS approval no earlier
than 12 (twelve) months after the convening of the GMS that did not approve such Material
Transaction.
Shareholders eligible to attend:
In accordance with the provisions of POJK 15/2020, shareholders entitled to attend the Extraordinary GMS
are those whose names are registered in the Company’s Shareholders Registry 1 (one) Working Days
before the Extraordinary GMS invitation is issued.
Key Dates and Estimated Timeline:
Referring to the provisions in POJK 15/2020, Shareholders who are entitled to attend the EGMS are
Shareholders whose names are registered in the Company’s Shareholders Registry 1 (one) Working Day
before the invitation to the Extraordinary GMS.
Notification of EGMS Plan to OJK : 02 May 2025
Notification of Extraordinary GMS Plan to the Company’s Shareholders through IDX : 09 May 2025
website, eASY.KSEI website, and the Company’s website
The Disclosure of Information announcement in connection with the Transaction : 09 May 2025
shall first be published through the IDX website and the Company's website.
Submission of evidence of the Disclosure of Information announcement to the OJK : 09 May 2025
Recording Date of the Extraordinary GMS : 26 May 2025
Notice of the Extraordinary GMS : 27 May 2025
Additional Information and Disclosure of Information : 16 June 2025
Conduct of the Extraordinary GMS : 18 June 2025
Announcement of the summary of the minutes of the Extraordinary GMS to the : 20 June 2025
Company's Shareholders through the IDX website, the eASY.KSEI website, and the
Company's website
Submission of the minutes of the Extraordinary GMS to the OJK and IDX : 20 June 2025
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ADDITIONAL INFORMATION
For further information regarding the matters described above, the Company’s Shareholders may contact
the Company during its business days and working hours at the address and contact details provided
below:
PT GOLDEN EAGLE ENERGY Tbk.,
U.P.: Corporate Secretary
Headquarters:
The Suites Tower Lantai 17 Jl. Boulevard Pantai
Indah Kapuk No. 1 Kav OFS, Jakarta Utara, 14470
Tel. (+62 21) 2251 1055
Website: https://www.go-eagle.co.id
Email: corsec@go-eagle.co.id
Jakarta, June 16, 2025
PT Golden Eagle Energy Tbk
Regards,
Board of Directors of PT Golden Eagle Energy Tbk
31
Names mentioned 77 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×8
unresolved
org
PT Adimitra Jasa Korpora
p.2
unresolved
org
Minister of Law and Human Rights
p.2
unresolved
org
Kusnanto & Partners
p.3
unresolved
org
PT BES
p.3 ×77
unresolved
org
PT SUI
p.3 ×51
unresolved
org
PT GEI
p.3 ×50
unresolved
org
PT Bara Enim Sejahtera
p.3 ×6
unresolved
org
PT Geo Energy Investama
p.3 ×3
unresolved
org
PT MNP
p.3 ×2
unresolved
org
PT Mitra Nasional Pratama
p.3 ×2
unresolved
org
PT NMMJ
p.3 ×2
unresolved
org
PT Naga Mas Makmur Jaya
p.3
unresolved
org
PT Sinar Unggul Internasional
p.3 ×6
unresolved
org
PT TRA
p.4 ×18
unresolved
org
PT Triaryani
p.4
unresolved
org
PT BES. This
p.6
unresolved
org
PT GEI’s
p.7
unresolved
org
KJPP
p.7 ×2
unresolved
org
PT GEI. In
p.7
unresolved
org
PT TRA. By
p.8
unresolved
org
PT TRA. This
p.8
unresolved
org
PT TRA’s
p.8 ×7
unresolved
org
Public Accounting Firm Liana Ramon Xenia & Partners
p.8 ×3
unresolved
org
PT SUI’s
p.9
unresolved
org
PT BES. According
p.9
unresolved
org
PT BES’s
p.10 ×2
unresolved
org
PT The Green Pub
p.10 ×2
unresolved
person
Soeleman Ardjasasmita
· Notaris
p.10
unresolved
org
Minister of Justice
p.10 ×4
unresolved
person
Lieke K. Tukgali
· Notaris
p.10
unresolved
org
PT Setiamandiri Mitratama
p.10 ×2
unresolved
person
Fathiah Helmi
· Notaris
p.10 ×2
unresolved
org
PT Eatertainment International
p.10 ×2
unresolved
person
Jose Dima Satria
· Notaris
p.11 ×5
unresolved
org
Minister of Investment
p.11
unresolved
person
Ng See Yong
p.12 ×6
unresolved
person
Yoke Reinata
· Notaris
p.13
unresolved
org
PT GEI. Pursuant
p.13
unresolved
org
Minister of Investment and Downstreaming
p.13 ×3
unresolved
org
PT GEI Based
p.13 ×2
unresolved
org
PT GEI. Furthermore
p.14
unresolved
person
Rita Komala Dewi
· Notaris
p.14
unresolved
person
Hanie Hapsari
· Notaris
p.14 ×8
unresolved
org
PT SUI Based
p.15 ×2
unresolved
person
Yuslaini Huang
p.15
unresolved
org
PT SUI. Furthermore
p.15
unresolved
person
Nora Meiyensi
· Notaris
p.15
unresolved
org
PT BES Based
p.16 ×2
unresolved
org
PT BES. Furthermore
p.16
unresolved
org
Public Accounting Firm Dra. Suhartati & Partners
p.17
unresolved
person
Dra. Suhartati
p.17
unresolved
org
PT SUI. SUMMARY OF THE APPRAISAL
p.18
unresolved
org
Ministry of Finance Decree
p.18
unresolved
org
PT TRA. In
p.20
unresolved
org
PT BES. KJPP’s
p.21 ×2
unresolved
org
PT BES. It
p.21
unresolved
org
PT TRA Valuation In
p.22
unresolved
org
PT Bara Enim Sejahtera Metode Penyesuaian Aset Bersih
p.22
unresolved
org
PT Triaryani Discounted Cash Flow Method Indicative
p.22
unresolved
org
PT TRA. Through
p.25
unresolved
org
PT BES. As
p.26
unresolved
org
PT Golden Eagle
p.27 ×3
unresolved
org
Consolidated Statement Energy Tbk
p.27 ×3
unresolved
org
PT Bara Enim
p.27 ×3
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.29
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
5919 ms
12 Sep 2026 22:38
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}