20250611_DOID_Laporan Informasi dan Fakta Material_31894263_lamp2.pdf

BUMA

DEFINITION

ACG

Affiliated Transaction
Affiliation

Board of Commissioner
Board of Director
BUMA

BUMA and ACG
Intercompany Loan
Commissioner
Controlled Company
Director

Disclosure of Information
Fairness Opinion
Financial Report of the

Company

GMS
IDX
KJPP

Material Transaction
OJK
POJK 17/2020

POJK 31/2015
POJK 42/2020
Public Accounting Firm

Securities Administration
Bureau

Shareholders
The Company
Transaction

Transaction Plan
USD

Atlantic Carbon Group, Inc. a limited liability company, duly incorporated and
subject to the laws of the state of Delaware, United States of America.
Transaction as defined in POJK 42/2020.

The relationship between one party and another party, as defined in Article 1
paragraph (1) POJK 42/2020.

The Board of Commissioners of the Company who served on the date of this
Disclosure of Information is made.

Directors of the Company who served on the date of this Disclosure of
Information.

PT Bukit Makmur Mandiri Utama, a limited liability company duly established and
subject to the laws of the Republic of Indonesia, domiciled in South Jakarta.
Intercompany Loan Agreement dated June 5, 2025 with a maximum amount of
USD36,000,000 from BUMA to ACG as described in the Disclosure of Information.
Member of the Board of Commissioners of the Company who served on the date
of this Disclosure of Information is made.

A company controlled directly or indirectly by the Company as defined in OJK
Regulation 17/2020.

Member of the Board of Directors of the Company who served on the date of this
Disclosure of Information is made.

This Disclosure of Infromation submitted to the Shareholders of the Company in
order to fulfill POJK 42/2020.

Fairness Opinion Report on the Transaction Plan Number 00028/2.0110-
00/B5/02/0113/1/V/2025 dated May 28, 2025 prepared and issued by KJPP.

The Company's Consolidated Financial Statements for the year ended December
31, 2024 which have been audited by the Public Accounting Firm based on report
No. 00143/2.1011/AU.1/02/1013-4/1/11/2025 dated March 27, 2025, with an
unmodified opinion.

General Meeting of Shareholders.

Indonesia Stock Exchange.

Ihot Dollar & Raymond, an independent public appraisal firm registered with OJK
appointed by the Company to provide valuation report and fairness opinion on
BUMA and ACG Intercompany Loan.

Transaction as defined in POJK 17/2020.

Financial Services Authority of the Republic of Indonesia.

OJK Regulation Number 17/POJK.04/2020 dated April 20, 2020 concerning
Material Transactions and Changes in Main Business Activities.

OJK Regulation No. 31/POJK.04/2015 dated December 22, 2015 regarding
Disclosure of Information or Material Facts by Issuers or Public Companies.

OJK Regulation Number 42/POJK.04/2020 dated July 1, 2020 concerning
Affiliated Transactions and Conflict of Interest Transactions.

Public Accounting Firm Aria Kanaka & Partners, member of Forvis Mazars
Indonesia.

Parties based on agreements with issuers and/or securities issuers to record
securities ownership and distribution of rights related to securities, in this case is
PT Datindo Entrycom, domiciled in Central Jakarta.

Shareholders of the Company who are registered in the Shareholders Register at
the Share Registrar.

PT BUMA Internasional Group Tbk, a public company listed on the Indonesia
Stock Exchange, legally established and subject to the laws of the Republic of
Indonesia, domiciled in South Jakarta.

BUMA and ACG Intercompany Loan.

The plan to provide loan (under restructuring scheme) by BUMA to ACG.
United States Dollar, the legal currency of the United States.

BUMA

The information as stated in this Disclosure of Information is made in order to fulfill the Company's obligation to
announce the Transaction which are Affiliated Transactions carried out by subsidiaries controlled by the Company.

In accordance with article 1 (3) POJK 42/2020, the Transaction is an Affiliated Transaction considering that the
Transaction is carried out by companies that have the same controller, but the Transaction is not a conflict of interest
transaction as referred to in POJK 42/2020, and the Transaction is not a Material Transaction considering that the value
of the Transaction is less than 2056 of the material value limit based on the Company's Financial Statements as referred
to in POJK 17/2020. Therefore, the Company is only reguired to fulfillthe provisions in POJK 42/2020, namely appointing
an independent appraiser and submitting Disclosure of Information to the public as well as supporting documents to
OJK no later than 2 working days after the signing of documents related to the Transaction.

Inaccordance POJK 42/2020, the Board of Directors of the Company announces this Disclosure of Information to provide
an adeguate explanation to the Shareholders regarding the Transaction carried out by the subsidiaries controlled by the
Company. The Company has also appointed KJPP as an independent appraiser to provide a Fairness Opinion, in which
the summary of the Fairness Opinion is also submitted in this Disclosure of Information.

DESCRIPTION OF BUMA AND ACG INTERCOMPANY LOAN TRANSACTION

1. Brief Description of BUMA and ACG Intercompany Loan

On June 5, 2025 BUMA and ACG have entered into an Intercompany Loan Agreement, with the following main
terms and conditions:

Parties ? - BUMA as alender,
- ACG as a borrower.

Loan Value 1. A maximum of USD36,000,000

Purpose of Funds 1 General corporate purposes, one of which is the repayment of
ACG's loan.

Interest 1. 124 perannum.

Maturity Date 1 December 31, 2028.

Governing Law 1 Indonesian Law

Based on the Company's Financial Statements, the Company's total eguity amounted to USD193,471,111, thus the
percentage of BUMA and ACG Intercompany Loan to the Company's total eguity is maximum of 18,6196.

2. Brief Information on the Parties in BUMA and ACG Intercompany Loan Transaction
a. BUMA (as alender)

Brief History of BUMA

BUMA, as a Controlled Subsidiary of the Company, is a limited liability company established under the law of
the Republic of Indonesia pursuant to Deed of Establishment No. 19 dated December 7, 1998 drawn up before
Raden Johanes Sarwono, S.H., Notary in Jakarta, which was approved pursuant to Ministerial Decree No. C-
5698 HT.O1.01.Th.2000 dated March 8, 2000.

BUMA's Articles of Association have been amended several times with the latest amendment based on Deed
No. 69 dated October 26, 2023 made before Humberg Lie, S.H., S.E., M.Kn, Notary in North Jakarta, which has
been notified to the Minister based on Letter of Acceptance of Notification of Amendment of Articles of
Association No. AHU-0215692.AH.01.11 Tahun 2023 dated October 27, 2023.

BUMA is currently domiciled in South Jakarta with its head office at South Auarter Tower A, Penthouse, Jalan
R.A. Kartini Kav. 8, West Cilandak, Jakarta 12430. £

P

BUMA

BUMA's Business Activities
As stated in Article 3 of the Company's Articles of Association, the purpose and objective of the establishment
of the Company is to carry out business in the following fields: services in mining, trading, development and/or

construction.

Capital Structure and Shareholders Composition of BUMA

Based on the Deed of Shareholders' Resolution No. 53 dated August 20, 2021, made before Humberg Lie, S.H.,
S.E., M.Kn, Notary in North Jakarta, which has been notified to the to the Minister of Law of the Republic of
Indonesia based on Letter No. AHU-AH.01.03-0439170 dated August 20, 2021, registered in the Company
Register No. AHU-0141870.AH.01.11.TAHUN 2021 dated August 20, 2021, the capital structure and
shareholder composition of BUMA as of the date of this Disclosure of Information are as follows:

Authorized Capital : Rp4,250,000,000,000,-
Issued/Paid-up Capital : Rp2,050,000,000,000,-
Nominal Value per Share : Rp1,000,000,-

Based on the above capital structure, the following is the composition of BUMA's shareholders:

Shareholders Number of Shares Nominal Value (Rp) Pecentage
The Company 2,049,999 2,049,999,000,000 99.9999516
Ronald Sutardja 2 1,000,000 0.0000544
Total 2,050,000 2,050,000,000,000 10076

BUMA's Board of Directors and Board of Commissioners

Based on the Deed of Shareholders Resolution No. 50 dated February 26, 2025, made before Humberg Lie,
S.H., S.E., M.Kn, Notary in North Jakarta, which has been notified to the Minister based on Letter No. AHU-
AH.01.09-0116409, the composition of the Board of Directors and Board of Commissioners of BUMA as of the
date of this Disclosure of Information is as follows:

Board of Directors

President Director : Indra Dammen Kanoena
Vice President Director : Nanang Rizal Achyar
Director : Sumardi

Director : Elsahmur Asyur

Director : Silfanny Fadillah Bahar
Director : Endang Veronica br. Silangit

Board of Commissioners

President Commissioner : Ronald Sutardja
Commissioner : Ashish Gupta

Independent Commissioner : Peter John Chambers
Independent Commissioner : Hamid Awaluddin
Independent Commissioner : Soemarno Witoro Soelarno

ACG (as a borrower)

ACG is a Controlled Company of the Company, established on October 22, 1990 under the Certificate of
Incorporation of the State of Delaware with company registration number 2244454. ACG was originally
incorporated as Coal Contractors (1991), Inc. and changed to ACG in 2018. The registered office of ACG is
located at 100 Hazlebrook Road, Hazleton, Pennsylvania 18201.

£

BUMA

Brief Information about the Company (as direct and indirect controller)

Brief History of the Company

The Company is a public company established under the laws of the Republic of Indonesia pursuant to Deed of
Establishment No. 117 dated November 26, 1990, made before Edison Sianipar, S.H., Notary in Jakarta, which has
been approved by Ministerial Decree No. C2-1823.HT.01.01.TH.91 dated May 31, 1991.

The Company's Articles of Association have been amended several times with the latest amendment based on Deed
No. 42 dated February 27, 2025 made before Notary Aulia Taufani S.H., Notary in Jakarta, which was approved by
the Minister of Law of the Republic of Indonesia through Decree No. AHU0014318.AH.01.02.TAHUN 2025 dated
February 28, 2025.

The Company is currently domiciled in South Jakarta with its head office at South Auarter Tower C, Sth floor, Jalan
R.A. Kartini Kav. 8, West Cilandak, Jakarta 12430.

Business Activities of the Company

Based on Article 3 of the Company's Articles of Association, the purpose and objective of the Company is to carry
out business in Services, Mining, Trading, Development and/or Construction, as well as Holding Company Activities.

Composition of the Company's Share Ownership

Based on the Shareholders Register as of May 31, 2025 issued by the Securities Administration Bureau and published
on the IDX website, the latest composition of the Company's shareholders is as follows:

Shareholders Total Share Percentage
Northstar Tambang Persada, Ltd g 2,924,000,000 38.2216
Six Sis Ltd. 433,100,000 5.669
Public 4,008,109,732 52.3896
Treasury Shares 285,851,900 3.7496
Total 7,651,007,132 10096

Board of Directors and Board of Commissioners of the Company

Based on Deed No.42 dated February 27, 2025 made before Notary Aulia Taufani S.H., Notary in Jakarta, which has
been approved by the Minister of Law of the Republic of Indonesia through Decree No.
AHU0014318.AH.01.02.TAHUN 2025 dated February 28, 2025, the composition of the Company's Board of Directors
and Board of Commissioners as of the date of this Disclosure of Information is as follows:

Board of Directors

President Director : Ronald Sutardja
Director : Iwan Fuad Salim
Director : Dian Paramita

Board of Commissioners

President Commissioner and : Hamid Awaluddin
Independent Commissioner

Independent Commissioner : Nurdin Zainal
Commissioner : Ashish Gupta
Commissioner : Dian Sofia Andyasuri

BUMA

4. Nature of Affiliation between BUMA and ACG

BUMA is a controlled company of the Company of which 99.99Y of its shares are owned by the Company.

b. ACG is a controlled company of the Company of which 70.996 of whose shares are indirectly owned by the

Company through BUMA.

EXPLANATION, CONSIDERATION AND REASONING FOR THE TRANSACTION

The BUMA and ACG Intercompany Loan was conducted as part of a strategic effort to support the general corporate
purposes of ACG. This measure aims to provide financial and operational flexibility to support the continuity and
development of ACG's business activities, including but not limited to operational financing, capital expenditure, and
ACG's loan repayment.

IMARY OF THE APPRAISAL REPORT

The Company has appointed KJPP as an independent appraiser to provide Share Valuation Report and Fairness Opinion
on the Intercompany Agreement between BUMA and ACG. KJPP has stated that they have no affiliation either directly
or indirectly with the Company.

L

Summary of Fairness Opinion Report No. 00028/2.0110-00/B5/02/0113/1/V/2025 dated 28 May 2025 in relation
to the Intercompany Agreement between BUMA and ACG:

Parties to the Transaction

a) Company
b) BUMA
c) ACG

Transaction Object

To provide a fairness opinion for the Company on the Transaction Plan.

Purpose and Objectives of the Assessment

The purpose of the assessment is to prepare a fairness opinion on the Company's Transaction Plan. The purpose
of the assessment is to comply with the reguirements of transactions in the capital market in accordance with
POJK 42/2020.

Assumptions and Limited Conditions

a) This Fairness Opinion is prepared based on market and economic conditions, general business and financial
conditions, as well as Government regulations on the date of this Fairness Opinion is issued.

b) In the preparation of this Fairness Opinion, we also use several other assumptions, such as the fulfillment
of all conditions and obligations of the Company and all parties involved in the Transaction Plan, will be
implemented in accordance with the predetermined period, and the accuracy of information regarding the
Transaction Plan disclosed by the Company's management.

C) We also assume that from the date of issuance of this Fairness Opinion until the date of the occurrence of
the Transaction Plan there is no any material change affecting the assumptions used in preparing this
Fairness Opinion.

Approach and Assessment Method

Transaction Analysis PA
Oualitative Analysis

Ouantitative Analysis

Transaction Value Fairness Analysis

PB nb

BUMA

f.  Transaction Fairness Analysis
1. Fairness Analysis of Interest Rate

As stated in the draft Intercompany Agreement between BUMA and ACG, BUMA will be providing a loan to
ACG with a maximum aggregate principal amount of USD 36,000,000. The loan will bear interest at 1296 per
annum.

Based on our analysis, the interest rate for similar transactions ranges from 7.894-13.2046 per annum with
lower guartile of 10.1056 and upper guartile of 12.854. Therefore, in relation to the loan provided by BUMA
as an affiliated party of ACG, the interest rate of 124 per annum is still within the range, thus in our opinion
is reasonable.

2. Debt Repayment Feasibility Analysis

Cash Flow Available For Debt Service (CFADS) analysis is carried out based on ACG's financial projections of
the Transaction Plan for 2025-2028 to view the cash availability to fulfill the principal and interest payment
obligations in connection with the Transaction Plan.

3. Analysis of the Overall Proforma Position of the Transaction Plan

Fairness analysis of the overall Transaction Plan is conducted by comparing the proforma position of the
Company's Financial Position Report before the implementation of the Transaction Plan and after the
implementation of the Transaction Plan. Based on the analysis of the overall Proforma position of the
Transaction Plan, the Transaction Plan does not cause an increase or decrease in the Company's financial
position and does not cause an increase or decrease in the Company's operational performance.

4. Incremental and profitability analysis

Incremental and profitability analysis of the overall Transaction Plan is conducted to review the ability to
generate better revenue and profit for the Company by comparing the Company's financial projections
(potential economic benefits) before the implementation of the Transaction Plan with after the
implementation of the Transaction Plan. Based on the incremental and profitability analysis of the overall
Transaction Plan above, it is indicated that the Transaction Plan has no impact on the Company since the
BUMA and ACG Intercompany Loan will be eliminated on a consolidated basis.

8. Conclusion

Based on the consideration of gualitative and guantitative analysis of the Transaction Plan, analysis of
transaction fairness and relevant factors in providing Fairness Opinion on the Transaction Plan, we conclude
that the Transaction Plan carried out by the Company is fair.

TATEMENT OF THE BOARD OF COMMISSIONERS AND DIRECTORS

2,

This Disclosure of Information is complete and in accordance with the reguirements under POJK 42/2020.

Statements in the Disclosure of Information conveyed do not contain statements or information or facts that are
untrue or misleading and contain all material information or facts.

The BUMA and ACG Intercompany Loan constitutes as an affiliated transaction as referred to in POJK 42/2020.
The Transaction does not contain a conflict of interest as referred to in OJK Regulation 42/2020

The transaction is not a material transaction as referred to in POJK 17/2020.

BUMA

DDITIONAL INFORMATION

To Shareholders of the Company who reguire additional information regarding this Disclosure of Information, please
contact us during the Company's business hours at:

PT BUMA Internasional Grup Tbk
South Auarter Tower C, Lantai 5, Jl. R.A. Kartini Kav 8, Cilandak Barat, Jakarta Selatan 12430
Phone: (021) 30432080 Fax : (021) 30432081
Website : www.bumainternational.com Email : corpsec@bumainternational.com