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20250611_ANTM_Transaksi Material Tanpa Persetujuan RUPS_31894364_lamp3.pdf
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Page 1 OCR 0.923
INFORMATION DISCLOSURE TO SHAREHOLDERS (“INFORMATION DISCLOSURE”) PT ANEKA TAMBANG Tbk (“COMPANY”) (Tas INFORMATION DISCLOSURE TO SHAREHOLDERS IS SUBMITTED BY THE COMPANY IN ORDER TO FULFILL THE PROVISIONS OF THE FINANCIAL SERVICES AUTHORITY REGULATION (“POJK”) NUMBER 17/POJK.04/2020 OF 2020 CONCERNING MATERIAL TRANSACTIONS AND CHANGES IN BUSINESS ACTIVITIES (“POJK 17/2020”) AND POJK NUMBER 42/POJK.04/2020 OF 2020 CONCERNING AFFILIATE TRANSACTIONS AND CONFLICT OF INTEREST TRANSACTIONS (“POJK 42/2020”). an c W antam PT ANEKA TAMBANG Tbk Business Activities: Engaged in the business of mining various types of minerals, and carrying out business in the fields of industry, trade, transportation and services related to the mining of these various types of minerals, as well as optimizing the utilization of the Company's resources to produce high-guality and highly competitive goods and/or services to Obtain/pursue profits in order to increase the value of the Company by applying the principles of a Limited Liability Company. Domiciled in South Jakarta, Indonesia Head Office: Aneka Tambang Tower A Jl. Letjen T.B. Simatupang No. 1, South Ring Road, Tanjung Barat, Jakarta 12530 Telephone: (021) 789 1234 E-mail: corsec@antam.com Website: https://www.antam.com THE INFORMATION CONTAINED IN THIS INFORMATION DISCLOSURE IS IMPORTANT FOR THE ((22MPANYS SHAREHOLDERS TO READ AND PAY ATTENTION TO. IF YOU HAVE DIFFICULTY UNDERSTANDING THE INFORMATION CONTAINED IN THIS INFORMATION DISCLOSURE, YOU SHOULD CONSULT WITH A LEGAL ADVISOR, PUBLIC ACCOUNTANT, FINANCIAL ADVISOR, OR OTHER PROFESSIONAL. THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF THE COMPANY, BOTH INDIVIDUALLY AND JOINTLY, ARE FULLY RESPONSIBLE FOR THE TRUTH AND COMPLETENESS OF THE INFORMATION DISCLOSED IN THIS INFORMATION DISCLOSURE. THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF THE COMPANY DECLARE THE COMPLETENESS OF THE INFORMATION AS DISCLOSED IN THIS INFORMATION DISCLOSURE AND AFTER CONDUCTING A THOROUGH INYESTIGATION, CONFIRM THAT THE INFORMATION CONTAINED IN THIS INFORMATION DISCLOSURE IS TRUE AND THERE ARE NO MATERIAL AND RELEVANT IMPORTANT FACTS THAT HAVE NOT BEEN DISCLOSED OR OMITTED IN THIS INFORMATION DISCLOSURE, WHICH CAUSES THE INFORMATION PROVIDED IN THIS INFORMATION DISCLOSURE TO BE UNTRUE AND/OR MISLEADING. This Information Disclosure is published in Jakarta onl1 June, 2025.
Page 2 OCR 0.929
INTRODUCTION In order to fulfill the provisions of POJK 17/2020 and POJK 42/2020, the Company's Board of Directors announces this Information Disclosure to provide information to the Company's Shareholders in connection with the transfer of (i) the management of several Precious Metal Gold Boutigues (“BELM”), and (ii) the operation (not ownership) of precious metal product trading services online through the Company's digital or electronic platform (including but not limited to the application which on the date of this Information Disclosure is named ANTAM Logam Mulia (which may change from time to time), www.logammulia.com, and other digital platforms that will exist in the future) (“E-Commerce Services”) from the Company to its controlled company, namely PT Emas Antam Indonesia (“PT EAI") in accordance with the provisions of the laws and regulations in force in Indonesia including but not limited to Government Regulation Number 29 of 2021 concerning the Implementation of Trade Sector (PP 29/2021”) which also includes, among other things, outright buying and selling of precious metal products and buying and selling of BELM assets with a sale and purchase price based on an agreement between the Company and PT EAI (hereinafter collectively referred to as the “Transaction”). The transaction is outlined in the Cooperation Agreement regarding the Transfer of Retail Operation Segments and Cooperation in the Management of Boutigues and Management of E-Commerce Services for the Sale of Precious Metal Products between the Company and PT EAI (“PKS Transfer of BELM Management and E-Commerce Services”). The Company's Transaction with PT EAI is a Material Transaction that is exempted according to Article 11 of POJK 17/2020, because the transaction is carried out with a controlled company whose shares are owned at least 9996 (ninety-nine percent) and is carried out routinely, repeatedIy, and/or continuously according to Article 13 of POJK 17/2020. In addition, this Transaction is also an Affiliated Transaction that is exempted as referred to in POJK 42/2020 Article 6 because itis a transaction with a controlled company whose shares are owned at least 99”c (ninety-nine percent). Thus, the Transaction is an Affiliated Transaction and a Material Transaction that is exempted from using an Appraiser to determine the fair value of the Transaction object and/or the fairness of the transaction, and does not reguire approval from the Independent Shareholders in the Company's General Meeting of Shareholders (GMS). Based on Article 24 paragraph (1) of POJK 42/2020, the Transaction only needs to fulfill the Material Transaction procedure as regulated in POJK 17/2020 In connection with the above Transaction, in accordance with the provisions of applicable regulations, especially POJK 17/2020 and POJK 42/2020, the Company's Directors hereby announce the disclosure of information with the intention of providing explanations, considerations, and reasons for carrying out the Transaction to the Company's shareholders as fulfillment of the provisions of POJK 17/2020 and POJK 42/2020. DESCRIPTION OF THE TRANSACTION A. Object and Value of the Transaction The Object of the Transaction is the transfer of management of several BELM and E-Commerce Services from the Company to its controlled company, namely PT EAI, as follows: Nature of Transaction Affiliat | the Affiliate Share Share Value e Entity's Ownership Ownership n Entity | Relationshi by the by Other R knee Name p with the Company Entities (Rp) Company Page. 1 from 7 &6
Page 3 OCR 0.919
Sale and
purchase of
An International
s .
pteai | Subsidiary 99.54 minerai | 44776800000 | Wih Ine
Entity “. transfer of
Capital management
0.5Y
(0.592) of BELM and
E-Commerce
Services
Total 4,177,168,000.00
In accordance with the introductory section of this Information Disclosure, the BELM and E-
Commerce Service Management Transfer Agreement was signed by the Company and PT EAI.
The transfer of management of BELM and E-Commerce Services will be effective from the
fulfilment of the preliminary conditions as stated in the BELM and E-Commerce Service
Management Transfer Agreement.
The transaction for the transfer of own boutigues meets the following criteria: 23.7Yo of the
operating income of the Transaction object divided by the Company's operating income based
on the Company's Financial Statements. Thus, the Transaction is a Material Transaction as
referred to in Article 3 paragraph (2) letters c and d juncto. Article 11 of POJK 17/2020.
Inthis case, the Transaction is not more than 5094 of the value as regulated in the provisions of
Article 3 paragraph (2) of POJK 17/2020 so that according to the provisions as regulated in POJK
17/2020, the Transaction is not reguired to obtain approval from the Company's General Meeting
of Shareholders (GMS) first.
Considering that the Company's share ownership in PT EAI is 99.545, the Transaction is a
material transaction and an affiliated transaction in accordance with POJK 17/2020 and POJK
42/2020 but is exempted from the obligations in (i) Article 6 paragraph (1) letters (a) and Article
6 paragraph (1) letter (d) of POJK 17/2020 and (ii) Article 3 and Article 4 paragraph (1) of POJK
42/2020 because itis a transaction with a controlled company whose shares are owned at least
9976 (ninety-nine percent) of the paid-up capital of the controlled company in accordance with
Article 11 letter (a) of POJK 17/2020 and Article 6 paragraph (1) letter (b) number (1) of POJK
42/2020. However, even though it is exempted from the obligations as mentioned above, this
Transaction still needs to be reported to the Financial Services Authority.
Parties Conducting a Series of Transactions
The Company
PT Aneka Tambang Tbk, or abbreviated as PT ANTAM Tbk, was formeriy a State-Owned
Enterprise, established under the name "Perusahaan Negara (PN) Aneka Tambang" in the
Republic of Indonesia on July 5, 1968, based on Government Regulation ("PP") No. 22 of 1968.
The establishment was announced in Supplement No. 36, State Gazette No. 56, dated July 5,
1968. On June 14, 1974, based on PP No. 26 of 1974, the Company's status was changed from
Perusahaan Negara (PN) to a State-Owned Limited Liability Company and has since been known
as "Perusahaan Negara Perseroan PT Aneka Tambang" based on Deed of Establishment No.
320, dated December 30, 1974, made before Warda Sungkar Alurmei, S.H., substitute for Abdul
Latief, Notary in Jakarta.
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WS
Page 4 OCR 0.941
The Company's articles of association have been amended several times, with the latest
amendment stated in the Deed of Statement of Resolution of Amendment to the Articles of
Association No. 18, dated June 4, 2024, made before Jose Dima Satria S.H., M.Kn., Notary in
the Administrative City of South Jakarta, which has obtained approval from the Minister of Law
and Human Rights of the Republic of Indonesia ("Menkumham") based on Decree No. AHU-
0034841.AH.01.02.TAHUN 2024, dated June 12, 2024, regarding Approval of Amendments to
the Articles of Association of PT Aneka Tambang Tbk ("Company's Articles of Association").
Business Activities
Based on Article 3 paragraph (1) of the Company's Articles of Association, the purpose and
objective of the Company is to engage in the mining of various types of minerals, and to carry
out businesses in the fields of industry, trade, transportation and services related to the mining
of these various types of minerals, as well as optimizing the utilization of the Company's
resources to produce high-guality and highly competitive goods and/or services to obtain/pursue
profits in order to increase the Company's value by applying the principles of a Limited Liability
Company.
The Company produces ferronickel, nickel ore, gold, silver, bauxite and processes and refines
precious metals. The Company has operations spread throughout Indonesia.
The Company also has associated entities with strategic investors in processing mining products
to increase the added value of various types of guality mineral reserves and resources it owns.
The Company has expertise in exploration, mining, processing, refining and marketing of natural
resource minerals, good relations with the Government and surrounding communities, all of
which are the foundation for the Company's growth and development.
Capital Structure and Composition of Shareholders of the Company
Along with the formation of the Mining Industry BUMN Holding by the Government of the Republic
of Indonesia, there has been a change in the composition of the Company's shareholders above
596, in accordance with Government Regulation Number 47 of 2017 dated November 10, 2017
concerning Additional State Capital Participation of the Republic of Indonesia into the Share
Capital of Perusahaan Perseroan (Persero) PT Indonesia Asahan Aluminium, where based on
the Government Regulation, 15,619,999,999 series B shares owned by the State of the Republic
of Indonesia in the Company were transferred to Perusahaan Perseroan (Persero) PT Indonesia
Asahan Aluminium ("Inalum") as an additional state capital participation in Inalum.
Furthermore, in December 2022, the Indonesian Government issued Government Regulation
No. 45 of 2022 concerning the Reduction of State Capital Participation of the Republic of
Indonesia in Perusahaan Perseroan (Persero) PT Indonesia Asahan Aluminium ("PP 45/2022”)
and Government Regulation No. 46 of 2022 concerning State Capital Participation of the
Republic of Indonesia for the Establishment of Perusahaan Perseroan (Persero) in the Mining
Sector ("PP 46/2022”). Furthermore, the Minister of Finance has also issued Decree No.
516/KMK.06/2022 concerning the Determination of the Value of State Capital Participation of the
Republic of Indonesia for the Establishment of Perusahaan Perseroan (Persero) in the Mining
Sector.
Based on PP 45/2022 and PP 46/2022, the Government of the Republic of Indonesia established
a Perusahaan Perseroan (Persero) as a holding company in the mining sector (“Mining Holding")
by taking into account the applicable regulations. The formation of the Mining Holding and the
separation between Inalum and the Mining Holding were completed on March 21, 2023. In line
with this, effective March 21, 2023, Inalum has returned 15,619,999,999 ANTAM series B shares
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&S
Page 5 OCR 0.900
to the State of the Republic of Indonesia. Furthermore, the State of the Republic of Indonesia transferred the ANTAM Series B shares to PT Mineral Industri Indonesia (Persero). The Company's issued and fully paid-up capital is recorded at Rp2,403,076,472,500.00 or 24,030,764,725 shares consisting of one Series A Dwiwarna Share and 24,030,764,724 Series B Shares. The composition of the issued and fully paid-up capital in the Company and the composition of the Company's shareholders in accordance with the records in the Company's Register of Shareholders prepared by PT Datindo Entrycom, the Company's Securities Administration Bureau as of May 31, 2025, are as follows: Total Nominal Value Series B Shares 1. Republic of Indonesia daki Num f . Description Ph maa (Nominal Value Rp100,- per Yo hares share) Authorized Capital Series A Shares 1 100 - Series B Shares 37,999,999,999 3,799,999,999,900 - Issued and Fully Paid-Up Capital: Series A Dwiwarna Share 1. Republic of Indonesia 1 100 - 1,561,999,999,900 2. PT Mineral Industri 15,619,999.999 TI Indonesia (Persero) : 37 Rubilo 8,410,764,725 841,076,472,500 35 Total Issued and Fully Paid- up Capital Series A Dwiwarna Share 1 100 « Series B Shares 24,030,784,724 2,403,076,472,400 100 Composition of the Company's Board of Directors and Board of Commissioners as of May 31, 2025 Board of Commissioners President Commissioner concurrently Independent Commissioner: Rauf Purnama Independent Commissioner: Gumilar Rusliwa Somantri Independent Commissioner: Anang Sri Kusuwardono Commissioner: Bambang Sunarwibowo Commissioner: Dilo Seno Widagdo Board of Directors President Director: Nicolas D. Kanter Director of Operations and Production: Hartono Director of Business Development: I Dewa Wirantaya Director of Finance and Risk Management: Arianto Sabtonugroho Director of Human Resources: Achmad Ardianto Page. 4 from 7 &9 14 Ni
Page 6 OCR 0.935
PT EAI
PT EAI was established under the name PT Antam Jindal Stainless Indonesia (AJSI) on August
20, 2008 based on Deed of Establishment No. 280, dated August 20, 2008, made before Aulia
Taufani, S.H., substitute for Sutjipto, S.H., Notary in Jakarta which has been approved by the
Ministry of Law and Human Rights based on Decree No. AHU-78710.AH.01.01. Year 2008, dated
October 27, 2008. PT AJSI changed its name to PT Emas Antam Indonesia based on Deed of
Resolution of Shareholders No. 02, dated September 13, 2021, made before Marliansyah, S.H.,
Notary in the Administrative City of South Jakarta, which has been approved by the Ministry of
Law and Human Rights based on Decree No. AHU-0049893.AH.01.02.TAHUN 2021, dated
September 15, 2021.
The articles of association of PT EAI are contained in the Deed of Resolution of Shareholders of
PT EAI No. 06, dated May 19, 2021, made before Marliansyah, S.H., Notary in the Administrative
City of South Jakarta, which has been approved by the Ministry of Law and Human Rights based
on Decree No. AHU-0030318.AH.01.02.TAHUN 2021, dated May 25, 2021, and has been
notified to the Ministry of Law and Human Rights as evidenced by the Letter of Receipt of
Notification of Amendments to the Articles of Association No. AHU-AH.01.03-0326625, dated
May 25, 2021 which has been amended several times with the latest amendments contained in
(i) Deed of Resolution of Shareholders of PT EAI No. 02, dated September 13, 2021, made before
Marliansyah, S.H., Notary in the Administrative City of South Jakarta, which has been approved
by the Ministry of Law and Human Rights based on Decree No. AHU-0049893.AH.01.02.TAHUN
2021, dated September 15, 2021 and (ii) Deed of Resolution of Shareholders of PT EAI No. 02,
dated November 23, 2023, made before Marliansyah, S.H., Notary in the Administrative City of
South Jakarta, which has been approved by the Ministry of Law and Human Rights based on
Decree No. AHU-0072659.AH.01.02.TAHUN 2023, dated November 23, 2023 ("Articles of
Association of PT EAI").
Based on PT EAI's Articles of Association, the aims and objectives of PT EAI are to engage in
processing industry, trade, information and communication, professional, scientific and technical
activities, as well as rental and leasing activities without option rights, employment, travel agents
and other business support.
Capital Structure and Composition of PT EAI Shareholders
Based on PT EAI's Articles of Association, the capital structure and composition of PT EAI's
shareholders are as follows:
Description Nominal value per share: Rp925,400 Yo
Number of Shares Total Nominal Value
Authorized capital 95,000 87,913,000,000
Issued and paid-up 85,154 78,801,511,600
capital
Company 84,729 78,408,216,600 99.5
PT Internasional 425 393.295.00 0.5
Mineral Capital
Composition of the Board of Directors and Board of Commissioners of PT EAl as of the
Information Disclosure Date
Commissioners
President Commissioner: Purwanto
Page. 5 from 7
1
WP
Page 7 OCR 0.908
Commissioner : Rusdianto Directors President Director: Yudi Hermansyah Finance Director: Merry Lestiana C. Nature of Affiliation The nature of the Company's affiliation with PT EAI can be explained as follows: No | Name of Affiliatea | Nature of Afiliation | Share Ownership | Share Ownership by Other Entity e Entity with | 5 the Company. Entities Company t PT EAI Subsidiary Entity 99.5Yo 0.5Yo EXPLANATION, CONSIDERATIONS, AND REASONS FOR CARRYING OUT THE TRANSACTION AND THE IMPACT OF THE TRANSACTION ON THE COMPANY'S FINANCIAL CONDITION A. Explanation, Considerations, and Reasons for the Transaction The transaction is aimed at increasing gold sales volume and is one of the Company's strategies to increase market share network through subsidiaries and in order to realize the implementation of good corporate governance in stages in accordance with PP 29/2021. B. Impact of the Transaction on the Company's Financial Condition With this Transaction, it will positively affect the Company's finances with the following considerations: Based on the Financial Study conducted by ANTAM's Corporate Finance and Treasury Division in October 2024, with the sale and purchase transaction mechanism between ANTAM and EAI, EAI has the potential to record positive performance. This is also supported by a financial simulation conducted by consultant Ernst & Young as stated in the Final Evaluation Report document dated December 15, 2024, that the transaction to be carried out by ANTAM with PT EAI does not potentially cause losses for either entity. Furthermore, by considering the financial simulation above, the Transaction does not potentially have a negative impact on the Company's business continuity. STATEMENT OF THE BOARD OF COMMISSIONERS AND DIRECTORS OF THE COMPANY The Board of Commissioners and Directors of the Company, both individually and jointly, state that: Tt This Information Disclosure is complete and in accordance with the provisions of POJK 17/2020 and POJK 42/2020: 2. The transaction is a material transaction which is also an affiliated transaction in accordance with POJK 17/2020 and POJK 42/2020 which is excluded from the implementation of obligations as referred to in (i) Article 6 paragraph (1) letter (a) and Article 6 paragraph (1) letter (d) POJK 17/2020 and (ii) Article 3 and Article 4 paragraph (1) POJK 42/2020: 3. The transaction is not a conflict of interest transaction as referred to in POJK 42/2020, and 4. All material information has been disclosed and the information is not misleading. DITIONAL INFORMATION Page. 6 from 7 1 WS he
Page 8 OCR 0.894
For further information regarding the matters above, please contact the Company during working hours at the following address: PT Aneka Tambang Tbk Corporate Secretary Aneka Tambang Tower A Building Jl. Letjen T.B. Simatupang No. 1, Lingkar Selatan, Tanjung Barat, Jakarta 12530 Telephone: (021) 789 1234 Email: corsec@antam.com Website: https://www.antam.com Page. 7 from 7 Pa | & GS 2
Names mentioned 39 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×2
unresolved
org
PT EAI
p.2 ×17
unresolved
org
State-Owned Limited
p.3
unresolved
person
Warda Sungkar Alurmei
p.3
unresolved
person
Jose Dima Satria S.H.
· Notaris
p.4
unresolved
org
Minister of Law and Human Rights
p.4
unresolved
org
Government of the Republic of Indonesia
p.4 ×2
unresolved
org
PT Indonesia Asahan Aluminium
p.4 ×3
unresolved
org
Minister of Finance
p.4
unresolved
org
PT Datindo Entrycom
p.5
unresolved
org
PT Antam Jindal Stainless Indonesia
p.6
unresolved
person
Aulia Taufani
p.6
unresolved
person
Sutjipto
p.6
unresolved
org
Ministry of Law and Human Rights
p.6 ×6
unresolved
org
PT AJSI
p.6
unresolved
person
Marliansyah
· Notaris
p.6 ×7
unresolved
org
PT EAI's Articles
p.6 ×2
unresolved
org
PT EAI Shareholders Based
p.6
unresolved
org
PT EAI's
p.6
unresolved
org
PT Internasional
p.6
unresolved
org
PT EAl
p.6
unresolved
person
Rusdianto
· Commissioner
p.7
unresolved
person
Yudi Hermansyah
· President Director
p.7 ×2
unresolved
person
Merry Lestiana
· Director
p.7
unresolved
org
PT EAI Subsidiary Entity
p.7
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