Back to announcement
20250509_SMMT_Laporan Informasi dan Fakta Material_31885019_lamp3.pdf
Asset transaction Needs review SMMTSource file signed link, expires in 15 minutes
Extracted text 23
Page 1
DISCLOSURE OF INFORMATION TO SHAREHOLDERS (“DISCLOSURE OF INFORMATION”)
PT GOLDEN EAGLE ENERGY TBK (THE “COMPANY”)
SEHUBUNGAN DENGAN TRANSAKSI AFILIASI DAN TRANSAKSI MATERIAL
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.
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.
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
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 May 9, 2025
1
Page 2
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
2
Page 3
2011 concerning the Financial Services Authority, as amended by Law
4/2023.
“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 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.
“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.
3
Page 4
“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.
“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
4
Page 5
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,
whereby the Company plans to carry out a series of transactions to acquire up to 100% of the shares owned
by PT SUI in PT BES. The 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
of Information
The Loan Transaction and the Acquisition Transaction constitute Material Transactions as defined under POJK
17/2020, as the transaction value exceeds 50% (fifty percent) of the Company’s equity, total assets, net
income, and revenue, and also constitute Affiliated Transactions as defined under POJK 42/2020. Accordingly,
the Company is required to appoint an Independent Appraiser to determine the fair value of the object
and/or the fairness of the transaction. The Company has obtained the fair value of the transaction based on
the Appraisal Report issued by KJPP No. 00062/2.0162.00/BS/02/0153/1/V/2025 dated 05 May 2025
regarding the Fairness Opinion Report Valuation of 100.00% of the Shares of PT Bara Enim Sejahtera and
Shareholder Loans of PT Bara Enim Sejahtera to PT Sinar Unggul Internasional (“Appraisal Report”).
Furthermore, this transaction requires the approval of the Independent Shareholders at the GMS as
stipulated in POJK 17/2020. Therefore, the transaction will be carried out after obtaining approval from the
Independent Shareholders. A summary of the Fairness Opinion Report by the Independent Appraiser is
further described in this Disclosure of Information
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 6 May 2025,
informed the Company of its intention to transfer all of its rights and obligations under the Acquisition
Agreement to the Company.
In response to such notification, on 7 May 2025, the Company issued a Novation Acceptance Letter,
confirming that the Company accepted the transfer of all rights and obligations of PT GEI under the
Acquisition Agreement. Accordingly, the acquisition of PT BES will be effectively novated from PT GEI to
the Company, subject to the condition that the transaction shall be carried out following the approval
5
Page 6
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
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 fund 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 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.
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 has agreed to provide a loan facility with a maximum
amount of IDR500,000,000,000 (five hundred billion Indonesian Rupiah). This loan facility will be
used by the Company to support its strategic business development, including but not limited to
the planned Acquisition Transaction, under the Acquisition Agreement signed between PT GEI as
the buyer and PT SUI as the seller, which has subsequently been novated to the Company under
the Novation Acceptance Letter dated 7 May 2025.
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
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 held
and to be held by PT SUI, representing up to 100% (one hundred percent) ownership in PT BES or
determined to be IDR5,253,013.92 (five million two hundred fifty-three thousand thirteen point
nine two Indonesian Rupiah), resulting in a total transaction value of up to IDR673,200,000,000 (six
hundred seventy-three billion two hundred million Indonesian Rupiah) for the entire shares to be
6
Page 7
acquired.
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 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 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. PT BES has announced the change of control resulting from the Acquisition Transaction, (i)
through a nationally circulated newspaper in accordance with applicable regulations, and (ii)
to all employees of the Company, which must be carried out no later than 30 (thirty) calendar
days from the date of the notice of the GMS of PT BES.
PT SUI has a period of 1 (one) year from 27 March 2025 to fulfill all of the conditions precedent,
unless waived by the buyer. The period for fulfilling the conditions precedent may be extended if
agreed upon by PT SUI and the buyer.
3. 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.
7
Page 8
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.,
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 Resolution Statement of Meeting on Amendment of 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, objective, and business
activities of the Company are to engage in the fields of services, trade, construction, industry, and
transportation.
Currently, the Company is engaged in coal mining and related activities, including general survey,
exploration, exploitation, processing, refining, and trading through its investment in subsidiaries.
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.
Shareholding Structure of the Company
Based on the Company’s Shareholders Registry Perseroan prepared by BAE, the shareholding
structure of the Company as of 30 April 2025 is as follows:
Number of Nominal Value IDR125,00 per
Shareholder Shares share
No.
Shareholder Number of
Nominal Value (IDR) %
Shares
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
Remaining Shares in Portepel 175,000,000 21,875,000,000
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:
8
Page 9
Board of Commissioners
President Commissioner : Budi Susanto
Commissioner : Yanto Melati
Independent Commissioner : Ong Beng Chye
Board of Directors
President Director : Huang She Thong
Director : Yuliana
Director : Ng See Yong
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 and objectives, as well as
the business activities of PT GEI are to engage in the trading sector, including wholesale trade of solid,
liquid, and gas fuels, and related products.
PT GEI’s head office is currently located at The Suites Tower, 17th Floor, Jalan Boulevard Pantai Indah
Kapuk No. 1 Kav. OFS, Jakarta 14470.
Capital Structure and Shareholding Composition of PT GEI
Based on the Deed of Establishment of PT GEI, the shareholding structure of PT GEI is 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
Total Issued and Paid-Up Capital 75,000 75,000,000,000 100.00
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
Board of Directors
Director : Idres
9
Page 10
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 concerning 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”).
Based on Article 3 of PT SUI’s Articles of Association, the company’s purposes, objectives, and
business activities include engaging in the wholesale trade of solid, liquid, and gas fuels and related
products; railway transportation; motor vehicle freight transport including special cargo;
construction of fishing port buildings; non-financial holding company activities; and leasing and
rental activities without option rights of industrial processing machinery and equipment.
The current head office of PT SUI is located at Prosperity Tower, 52nd Floor, District 8, Jl. Senopati,
Sudirman Central Business District, Jakarta 12190.
Capital Structure and Shareholders of PT SUI
Based on the Latest Amendment Deed of PT SUI, the shareholding structure of PT SUI is 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
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
Board of Directors
Director : Budi Susanto
10
Page 11
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
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”).
Based on Article 3 of the Company’s Articles of Association, the Company’s purposes, objectives,
and business activities are to engage in the wholesale trade of solid, liquid, and gas fuels and
related products, as well as holding company activities.
The current head office of PT BES is located at Prosperity Tower, 52nd Floor, District 8, Jl. Senopati,
Sudirman Central Business District, Jakarta 12190.
Capital Structure and Shareholders of PT BES
Based on the Latest Amendment Deed of PT BES, the shareholding structure of PT BES is 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
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
Board of Directors
Director : Riki Satria Putra
Summary of Financial Statements
The summary of PT BES’s financial position based on the financial statements for the year ended
December 31, 2024, audited by the Public Accounting Firm Dra. Suhartati & Rekan with an
unqualified opinion stating that the financial statements present fairly, in all material respects, is
11
Page 12
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)
Shareholding Structure of PT BES after the transaction in Acquisition Agreement:
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
12
Page 13
4. 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 member of the Board
of Directors 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 prepare the fairness opinion on Acquisition Transactions 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. 00062/2.0162-00/BS/02/0153/1/V/2025 dated 5 May 2025.
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. 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
13
Page 14
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 valuation 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 extremely 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 our 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 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 or an audit or 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 violation of the law. Furthermore, KJPP have also
obtained the information on the legal status PT BES based on the articles of association of PT BES.
d. The Valuation Methods Applied
The valuation methods applied in the valuation of the Valuation Object were discounted cash
flow method, adjusted net asset method, and guideline publicly traded company method.
14
Page 15
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 carrying out the valuation using the net asset adjustment method, the value of all components
of assets and liabilities/debts must be adjusted to their market value, except for components
that have shown their market value (such as cash/bank or bank debt). The overall market value
of the company is then obtained by calculating the difference between the market value of all
assets (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 for 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.
e. The Valuation Conclusion
Based on the analysis of all data and information that KJPP have received and by considering all
relevant factors affecting the valuation, therefore in KJPP 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. 00062/2.0162.00/BS/02/0153/1/V/2025 dated 7 May 2025.
a. Parties Involved in The Acquisition Transaction and Loan Transaction
The transacting parties in the Acquisition Transaction and Loan Transaction are the Company, PT
GEI, PT BES, and PT SUI.
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
15
Page 16
connection with the Loan Transaction.
c. Purpose of Fairness Opinion
Purpose and objective of the preparation of the fairness opinion on the Acquisition Transactions
and Loan Transactions is to provide an overview on 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.
d. 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 have
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 are not responsible for the accuracy
of such information. Any changes to the data and information may materially influence the
outcome of 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 are not responsible for the changes in the conclusions of KJPP fairness
opinion caused by changes in those data and information.
The Company's financial projections before and after the Acquisition Transactions and Loan
Transactions was prepared by the Company's management. KJPP have reviewed such financial
projections and those financial projections have described the operating conditions and
performance of the Company. Overall, there were not any significant adjustments to be made to
the performance targets of the Company.
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 merely was the provision of the fairness opinion on the
Acquisition Transactions and Loan Transactions, not accounting services, auditing or taxation. KJPP
did not perform observation on the validity of the Acquisition Transactions and Loan Transactions
from legal aspects and implication 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
on such report, which might affect the Company's operations. Furthermore, KJPP have 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 violation 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 to the Acquisition Transactions and Loan
Transactions.
16
Page 17
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 fulfilment 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 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 letter date. The calculation and analysis in the
fairness opinion have been performed properly and KJPP are responsible for the fairness opinion
report.
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.
e. 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.
f. 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.
17
Page 18
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
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.
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 Company’s proforma consolidated financial information for the year ended 31
December 2024, which has been prepared by management of Company in compliance with the
requirements under POJK 17/2020. The preparation of this proforma consolidated financial information is
intended to illustrate the impact of the Loan Transaction and Acquisition Transactions on the Company’s
consolidated financial statements, assuming the transactions had occurred as of 31 December 2024. The
preparation of the proforma information is conducted 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:
18
Page 19
1. Proforma Consolidated Statement of Financial Position as of 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
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)
19 (612,513,182,160) 5f
Foreign currency translation
difference reserve 91,184,399,556 - - 91,184,399,556
Difference in value of equity transaction
Page 20
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
20
Page 21
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 : Jakarta
(online through 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, its Board of
Commissioners, its controlling Shareholders, or its majority Shareholders.
21
Page 22
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.
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
22
Page 23
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, May 9, 2025
PT Golden Eagle Energy Tbk
Regards,
Board of Directors of PT Golden Eagle Energy Tbk
23
Names mentioned 64 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 ×45
unresolved
org
PT SUI
p.3 ×33
unresolved
org
PT GEI
p.3 ×40
unresolved
org
PT Bara Enim Sejahtera
p.3 ×4
unresolved
org
PT Geo Energy Investama
p.3 ×3
unresolved
org
PT NMMJ
p.3 ×2
unresolved
org
PT Naga Mas Makmur Jaya
p.3
unresolved
org
PT Sinar Unggul Internasional
p.3 ×4
unresolved
org
PT TRA
p.3 ×13
unresolved
org
PT Triaryani
p.3
unresolved
org
KJPP
p.5
unresolved
org
PT GEI. In
p.5
unresolved
org
PT TRA. By
p.6
unresolved
org
PT TRA. This
p.6
unresolved
org
PT TRA’s
p.6 ×6
unresolved
org
PT SUI’s
p.6
unresolved
org
PT The Green Pub
p.7 ×2
unresolved
person
Soeleman Ardjasasmita
· Notaris
p.7
unresolved
org
Minister of Justice
p.7 ×4
unresolved
person
Lieke K. Tukgali
· Notaris
p.7
unresolved
org
PT Setiamandiri Mitratama
p.7 ×2
unresolved
person
Fathiah Helmi
· Notaris
p.7 ×3
unresolved
org
PT Eatertainment International
p.7 ×2
unresolved
person
Jose Dima Satria
· Notaris
p.8 ×5
unresolved
person
Yoke Reinata
· Notaris
p.9
unresolved
org
PT GEI. Pursuant
p.9
unresolved
org
PT GEI’s
p.9
unresolved
org
PT GEI Based
p.9 ×2
unresolved
org
PT Mitra Nasional Pratama
p.9
unresolved
person
Rita Komala Dewi
· Notaris
p.10
unresolved
person
Hanie Hapsari
· Notaris
p.10 ×7
unresolved
org
PT SUI’s Articles
p.10
unresolved
org
PT SUI Based
p.10 ×2
unresolved
person
Yuslaini Huang
p.10
unresolved
person
Nora Meiyensi
· Notaris
p.11
unresolved
org
PT BES Based
p.11 ×2
unresolved
org
PT BES’s
p.11
unresolved
org
Public Accounting Firm Dra. Suhartati & Rekan
p.11
unresolved
person
Dra. Suhartati
p.11
unresolved
org
PT SUI. SUMMARY OF THE APPRAISAL
p.13
unresolved
org
Ministry of Finance Decree
p.13
unresolved
org
PT TRA. In
p.14
unresolved
org
PT BES. KJPP’s
p.14 ×2
unresolved
org
PT BES. It
p.15
unresolved
org
PT TRA. Through
p.18
unresolved
org
PT Golden Eagle
p.19 ×3
unresolved
org
Consolidated Statement Energy Tbk
p.19 ×3
unresolved
org
PT Bara Enim
p.19 ×3
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
4656 ms
12 Sep 2026 22:51
Raw output
{'appraiser_exempt': None,
'appraiser_name': '',
'assets': [],
'currency': None,
'fact_type': '',
'issuer_name': '',
'kind': 'MATERIAL',
'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}