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20260702_TOBA_Laporan Informasi dan Fakta Material_32107847_lamp2.pdf
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DISCLOSURE OF INFORMATION TO THE SHAREHOLDERS OF
PT TBS ENERGI UTAMA TBK
IN RELATION TO AN AFFILIATE TRANSACTION
This Disclosure of Information to Shareholders (as defined below) is made to provide clarification to the public
regarding the Non-Cash Loan and Treasury Line Facility Utilization Agreement of PT TBS Energi Utama Tbk at
PT Bank Mandiri (Persero) Tbk and the Facility Agreement between the Company, PT Energi Kreasi Bersama
(“EKB”), PT Rental Kreasi Bersama (“RKB”), PT Infrastruktur Kreasi Bersama (“IKB”), and PT Manufaktur
Kreasi Bangsa (“MKB”), where EKB, RKB, IKB, and MKB are Controlled Companies of the Company.
This transaction constitutes an Affiliated Transaction as regulated in the Financial Services Authority of the
Republic of Indonesia Regulation No. 42/POJK.04/2020 concerning Affiliated Transactions and Conflict of
Interest Transactions.
THE INFORMATION SET OUT IN THIS DISCLOSURE OF INFORMATION IS IMPORTANT AND REQUIRES
THE ATTENTION OF THE SHAREHOLDERS OF THE COMPANY.
IF YOU EXPERIENCE ANY DIFFICULTY IN UNDERSTANDING THE INFORMATION SET OUT IN THIS
DISCLOSURE OF INFORMATION OR ANY AMENDMENT AND/OR SUPPLEMENT THERETO, YOU SHOULD
CONSULT YOUR LEGAL ADVISER, INDEPENDENT PUBLIC ACCOUNTANT, FINANCIAL ADVISER OR
OTHER PROFESSIONAL ADVISER.
PT TBS ENERGI UTAMA Tbk
(the “COMPANY”)
Domiciled in South Jakarta
Business Activities:
Holding Company Activities and Other Management Consulting Activities (through investments in coal mining and coal
trading, oil palm plantations, and the ongoing development of its business as an independent power producer, as well as
investments in renewable energy, waste management businesses, and the wholesale and retail trading of vehicles through its
subsidiaries).
Head Office:
Treasury Tower Level 33, SCBD Lot.28, Jl. Jend. Sudirman Kav.52-53, Jakarta Selatan 12190, Indonesia
Phone: (62-21) 5020 0353, Faxcimile: (62-21) 5020 0352
Email : corsec@thisistbs.com, Website: www.thisistbs.com
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY, WHETHER
INDIVIDUALLY OR JOINTLY, ACCEPT FULL RESPONSIBILITY FOR THE ACCURACY AND COMPLETENESS
OF THE INFORMATION DISCLOSED IN THIS DISCLOSURE OF INFORMATION AND, HAVING MADE DUE
AND CAREFUL ENQUIRIES, CONFIRM THAT, TO THE BEST OF THEIR KNOWLEDGE AND BELIEF, THERE
IS NO MATERIAL INFORMATION WHICH HAS NOT BEEN DISCLOSED THAT WOULD RENDER THE
INFORMATION CONTAINED IN THIS DISCLOSURE OF INFORMATION UNTRUE AND/OR MISLEADING.
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY, DECLARE THAT
THIS AFFILIATE TRANSACTION DOES NOT INVOLVE ANY CONFLICT OF INTEREST.
This Disclosure Information is issued on 2 July 2026
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I. DEFINITION AND ABBREVIATIONS
Akuntan Publik : Purwanto, Susanti and Surja Public Accounting Firm
(a member firm of the EY global network).
Affiliation : has the meaning as referred to in Article 1 paragraph (1) of the
Capital Market Law (UUPM), namely:
a. familial relationship by marriage and descent to the second
degree, both horizontally and vertically:
1. husband or wife;
2. parents of a husband or wife and the husband or wife
of a child;
3. grandparents of a husband or wife and the husband or
wife of a grandchild;
4. siblings of a husband or wife and the husband or wife
of the sibling concerned; or
5. husband or wife of the sibling concerned.
b. familial relationship due to descent up to the second
degree, both horizontally and vertically, namely the
relationship between a person and:
1. parents and children;
2. grandparents and grandchildren; or
3. siblings of the person concerned.
c. relationship between a Party and its employees, directors,
or commissioners of said Party;
d. relationship between 2 (two) companies where there are
one or more members of the board of directors or board of
commissioners who are the same;
e. relationship between a company and a Party, whether
directly or indirectly, of controlling or being controlled by
said company;
f. relationship between 2 (two) companies that are
controlled, either directly or indirectly, by the same Party;
or
g. the relationship between the company and the main
shareholder, namely the party who directly or indirectly
owns at least 20% (twenty percent) of the shares that have
voting rights in the company.
Bank Mandiri : PT Bank Mandiri (Persero) Tbk, which provides the Facilities to
TBS.
Conflict of Interest : The difference between the economic interests of a public
company and the personal economic interests of members of
the board of directors, members of the board of
commissioners, major shareholders, or the Controller that may
be detrimental to such public company, as defined under OJK
Regulation No. 42/POJK.04/2020.
Indonesia Stock Exchange : The stock exchange as referred to in Article 1 point 4 of the
Capital Market Law, namely the stock exchange operated by
PT Bursa Efek Indonesia, domiciled in Jakarta.
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EKB : PT Energi Kreasi Bersama, domiciled in South Jakarta, is a
limited liability company established and operated under the
laws of the Republic of Indonesia, which is a joint venture
between KBT and PT Rekan Anak Bangsa, also known as
Electrum.
IKB : PT Infrastruktur Kreasi Bersama, domiciled in South Jakarta, a
limited liability company duly established and existing under
the laws of the Republic of Indonesia, a subsidiary of EKB with
more than 99% ownership.
KBT : PT Karya Baru TBS, domiciled in South Jakarta, a limited liability
company established and run under the laws of the Republic of
Indonesia, a subsidiary of the Company with ownership of more
than 99%.
RKB : PT Rental Kreasi Bersama, domiciled in South Jakarta, a limited
liability company duly established and existing under the laws
of the Republic of Indonesia, a subsidiary of EKB with more
than 99% ownership.
MKB : PT Manufaktur Kreasi Bangsa, domiciled in South Jakarta, a
limited liability company duly established and existing under
the laws of the Republic of Indonesia, a subsidiary of EKB with
more than 99% ownership.
Electrum : EKB, IKB, RKB and/or MKB, individually or collectively.
Facilities : The Non-Cash Loan Credit Facility and Treasury Line Facility
provided by Bank Mandiri to TBS pursuant to (i) Credit
Agreement Deed No. CRO.KP/059/NCL/2017 No. 2 dated 2
May 2017, executed before Mutiara Siswono Patiendra, S.H.,
Notary in the Administrative City of South Jakarta together with
any amendments and extensions thereto from time to time; and
(ii) Treasury Line Facility Agreement Deed No.
WCO.KP/260/TL/2023 No. 18 dated 6 March 2023, executed
before Aulia Taufani, S.H., Notary in the Administrative City of
South Jakarta, together with any amendments and extensions
thereto from time to time.
Company's Financial : The Company's financial statements for the period ended 31
Statements December 2025, which has been audited by the Public
Accountant.
Minister of Law and Human : The Minister of Law and Human Rights of the Republic of
Rights (MOLHR) Indonesia.
Financial Services Authority : An independent state institution having the functions, duties,
of the Republic of Indonesia and authority to regulate, supervise, examine, and investigate as
(OJK) provided under Law No. 21 of 2011 concerning the Financial
Services Authority, as amended by Law No. 4 of 2023
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concerning Financial Sector Development and Strengthening
("OJK Law").
Shareholders : Parties having beneficial ownership of the Company's shares,
whether in certificated form or under collective custody
maintained and administered in securities accounts at
Kustodian Sentral Efek Indonesia (KSEI), whose names are
recorded in the Company's Register of Shareholders
administered by the Securities Administration Bureau
appointed by the Company.
Independent Appraiser or : Public Appraisal Services Office Kusnanto & Rekan, an
KJPP independent appraiser registered with the OJK who has been
appointed by the Company to provide a fairness opinion on the
Transaction.
Utilization Agreement : The Agreement on the Utilization of PT TBS Energi Utama Tbk's
Non-Cash Loan and Treasury Line Facilities at PT Bank Mandiri
(Persero) Tbk, dated 30 June 2026, entered into by and among
the Company, EKB, MKB, RKB, and IKB.
Facility Agreement : The Facility Agreement dated 30 June 2026, entered into by
and among the Company, EKB, MKB, RKB, and IKB.
Company : PT TBS Energi Utama Tbk, domiciled in South Jakarta, a public
company whose shares are listed on the Indonesia Stock
Exchange, duly established and existing under the laws of the
Republic of Indonesia.
OJK Regulation No. 17/2020 : Financial Services Authority Regulation No. 17/POJK.04/2020
concerning Material Transactions and Changes of Business
Activities, promulgated on 21 April 2020.
OJK Regulation No. 42/2020 : Financial Services Authority Regulation No. 42/POJK.04/2020
concerning Affiliated Party Transactions and Conflict of
Interest Transactions, enacted on 1 July 2020.
Affiliated Transaction : Any activity and/or transaction carried out by a public company
or a controlled company with an Affiliate of the public company
or an Affiliate of a member of the board of directors, board of
commissioners, major shareholder, or Controller, including any
activity and/or transaction undertaken by a public company or
a controlled company for the benefit of an Affiliate of the public
company or an Affiliate of a member of the board of directors,
board of commissioners, major shareholder, or Controller.
Conflict of Interest : A transaction conducted by a public company or a controlled
Transaction company with any party, whether an Affiliate or a non-Affiliate,
that involves a Conflict of Interest.
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Capital Market Law (UUPM) : Law No. 8 of 1995 dated 10 November 1995 concerning Capital
Markets, State Gazette of the Republic of Indonesia No. 64 of
1995 as amended by Law No. 4 of 2023 concerning
Development and Strengthening of the Financial Sector.
II. INTRODUCTION
In compliance with the provisions of OJK Regulation No. 42/POJK.04/2020 concerning Affiliated
Party Transactions and Conflict of Interest Transactions ("OJK Regulation No. 42/2020"), the Board
of Directors of the Company hereby announces this Disclosure of Information to inform the Company's
Shareholders that, on 30 June 2026, the Company and Electrum entered into the Utilization
Agreement and the Facility Agreement, the details of which are set out in the transaction summary
below (the "Transaction").
The Transaction constitutes an Affiliated Party Transaction as contemplated under OJK Regulation
No. 42/2020, as Electrum is a Controlled Company of the Company. Nevertheless, the Affiliated Party
Transaction does not constitute a Conflict of Interest Transaction as regulated under OJK Regulation
No. 42/2020.
The Affiliated Party Transaction undertaken by the Company has complied with the procedures
stipulated under Article 3 of OJK Regulation No. 42/2020 and has been carried out in accordance
with generally accepted business practices.
Pursuant to Article 4 paragraph (1) of OJK Regulation No. 42/2020, the Transaction constitutes an
Affiliated Party Transaction that is required to obtain an opinion from an Independent Appraiser to
determine the fairness of the Affiliated Party Transaction, the fairness opinion of which must be
disclosed to the public. In this regard, the Company has obtained a fairness opinion in respect of the
Transaction based on the fairness opinion report issued by KJPP Kusnanto & Rekan No.
00155/2.0162-00/BS/02/0153/1/VI/2026 dated 30 June 2026 concerning the Fairness Opinion on
the Transaction (the "Appraiser's Report").
Furthermore, pursuant to Article 4 of OJK Regulation No. 42/2020, the Company is also required to
announce this Disclosure of Information to the public and submit the Appraiser's Report together with
the relevant supporting documents to OJK no later than two (2) Business Days after the date of the
Transaction.
III. DESCRIPTION OF THE TRANSACTION
A. TRANSACTION DATE
The Transaction Date is 30 June 2026.
B. OBJEK TRANSAKSI
The object of the Transaction is the Utilization Agreement and Facility Agreement signed by and
between the Company and Electrum on June 30, 2026, as follows:
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A. Utilization Agreement
Date 30 June 2026
Parties a. Company
b. EKB
c. MKB
d. RKB
e. IKB
Facility Utilization Electrum may utilize the Facility received by the Company from
Bank Mandiri.
Payment Obligation If Electrum is unable to fulfill its obligations on the due date as
stipulated in the Credit Agreement, TBS will assume the
obligation to Bank Mandiri.
Term From the date of signing the agreement until the Facility is
declared fully paid in writing by Bank Mandiri.
B. Facility Agreement
Date 30 June 2026
Parties a. Company
b. EKB
c. MKB
d. RKB
e. IKB
Facility In connection with the Utilization of Facilities, in the event that
there is an obligation that the Company must pay to Bank
Mandiri regarding the utilization of facilities carried out by
Electrum, the amount paid by the Company will become a loan
between the Company and Electrum.
This loan facility is not a fund that can be withdrawn as an
Electrum cash/cash loan, but is a contingency fund to ensure
payment of obligations under the Utilization Agreement.
Facility Amount A maximum of USD23,000,000.- (twenty three million United
States Dollars).
Interest On any facility drawn, if any, interest of 10.95% per annum will
be charged, and will start to be paid quarterly after 3 years
from the date of drawdown.
Facility Maturity 5 (five) years from each date of withdrawal of the loan facility.
Agreement Term The Agreement is effective as of June 30, 2026, and will
automatically terminate if:
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a. If there are no Loan withdrawals until the date the
Utilization Agreement expires: until the date the
Utilization Agreement expires; or
b. If there are Loan withdrawals: until the date the Utilization
Agreement expires and the Borrower has fully repaid the
Loan to the Lender.
Other Provisions The Facility Agreement is not a stand-alone loan agreement
but a contingent funding agreement in connection with the
Utilization Agreement, and is an inseparable part of the
Utilization Agreement.
C. TRANSACTION VALUE
The Transaction value is a maximum of US$23,000,000 (twenty-three million United States
Dollars). Therefore, this Transaction is not a Material Transaction as defined above in POJK
17/2020 because the Transaction value does not reach 20% (twenty percent) of the Company's
equity value based on the Company's Financial Statements.
D. PARTIES CONDUCTING THE TRANSACTION
1. Company
Brief History
The Company is a limited liability company established under the laws of the Republic of
Indonesia and domiciled in South Jakarta. The establishment of the Company is set out in
the Company's Deed of Establishment No. 1 dated August 3, 2007, drawn up before Tintin
Surtini, S.H., M.H., M.Kn., as a substitute for Surjadi, S.H., Notary in Jakarta, as amended and
restated by the Deed of Amendment to the Articles of Association No. 11 dated January 14,
2008, drawn up before Surjadi, S.H., Notary in Jakarta ("Company Deed of Establishment").
The Company's Deed of Establishment has been ratified by the Minister of Law and Human
Rights based on Decree No. AHU-04084.AH.01.01.Tahun 2008 dated January 28, 2008, and
has been registered in the Company Register under No. AHU-0006192.AH.01.09.Tahun
2008 on January 28, 2008. The Deed of Establishment was announced in BNRI No. 70 dated
September 2, 2011, supplement No. 26707.
The Company was established under the name PT Buana Persada Gemilang, which was later
changed to PT Toba Bara Sejahtra based on Deed of Shareholder Resolution No. 173 dated
July 22, 2010, which was approved by the Minister of Law and Human Rights of the Republic
of Indonesia in Decree No. AHU-40246.AH.01.02.Tahun 2010 dated August 13, 2010.
Subsequently, the Company changed its status from a private company to a public company
and amended its Articles of Association based on Deed of Joint Approval of All Shareholders
No. 65 dated March 30, 2012, which was approved by the Minister of Law and Human Rights
of the Republic of Indonesia in Decree No. AHU-17595.AH.01.02.Tahun 2012 dated April 5,
2012.
In 2020, the Company changed its name to PT TBS Energi Utama Tbk based on Deed of
Meeting Resolution Amendment to the Articles of Association No. 110 dated August 26,
2020, which was approved by the Minister of Law and Human Rights of the Republic of
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Indonesia based on Decree No. AHU-0061144.AH.01.02.TAHUN 2020 dated September 7,
2020.
The Company's Articles of Association were last amended based on Deed of Statement of
Meeting Resolutions on Amendments to the Articles of Association No. 37 dated May 13,
2025, which was approved by the Minister of Law of the Republic of Indonesia based on
Decree No. AHU-0038481.AH.01.02.TAHUN 2026 dated June 17, 2026.
Purpose and Objectives and Business Activities
The Company's current business activities are Other Management Consulting Activities
(KBLI 70209) and Holding Company Activities (KBLI 64200). These activities are listed in
accordance with Article 3 (Purpose and Objectives) of the Company's Articles of
Association, which have been adjusted to align with KBLI 2020.
Capital Structure and Shareholder Composition:
The Company's Shareholder Structure as of May 30, 2026, based on the Shareholder List
dated June 2, 2026 issued by PT Datindo Entrycom based on letter No. DE/VI/2026-1891,
the composition of the Company's share ownership is as follows:
Nominal Value (Rp50 per share)
Description
Number of Shares Nominal Value %
Authorized Capital 24,000,000,000 1,200,000,000,000 -
Issued and Paid-up Capital
Shareholders >5%
1. Highland Strategic
4,983,799,956 249,189,997,800 59.905
Holdings Pte. Ltd
2. PT Toba Sejahtra 658,488,144 32,924,407,200 7.915
Board of Directors
1. Dicky Yordan, President
176,911,571 2.485.036.150 2.126
Director
2. Alvin Firman Sunanda,
5,799,166 289,958,300 0.070
Director
3. Juli Oktarina, Director 5,456,978 272,848,900 0.066
4. Mufti Utomo, Director 1,780,796 89,039,800 0.021
5. Sudharmono Saragih,
1,698,796 84,939,800 0.020
Director
Shareholders <5%
A. Other Shareholders*
121,518,755,200 29.213
2,430,375,104
Treasury Shares 9,938,200 496,910,000 0.119
Total Issued and Paid-up 100.00
8.319.512.975 415,975,648,750
Capital
Shares in Portfolio 15.680.487.025 784,024,351,250
* The other shareholders referred to are shareholders with a holding of less than 5%, consisting
of public components (free float) and certificate shares.
Management and Supervision:
Based on: (i) Deed Number 45 dated April 16, 2026, made before Notary Aulia Taufani, S.H.,
along with the letter of receipt of notification by the Minister of Law and Human Rights No.
AHU-AH.01.09-0269731 dated May 6, 2026, the composition of the members of the
Company's Board of Commissioners and Board of Directors on the date of this Information
Disclosure is as follows:
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Board of Commissioners
President Commissioner/ : Dr. Ahmad Fuad Rahmany
Independent Commissioner
Independent Commissioner : Yasmin Wirjawan
Independent Commissioner : Frances Kang
Independent Commissioner : Judy Lee
Board of Directors : Dicky Yordan
Director : Alvin Firman Sunanda
Director : Juli Oktarina
Director : Mufti Utomo
Director : Sudharmono Saragih
2. EKB
Brief History
PT Energi Kreasi Bersama was established by the Company through its subsidiary, PT Karya
Baru TBS, together with PT Rekan Anak Bangsa, based on Notarial Deed Number 13 dated
December 6, 2021, drawn up before Notary Aulia Taufani, S.H., Notary in South Jakarta. The
company has received legal entity approval from the Minister of Law and Human Rights of
the Republic of Indonesia based on Decree Number AHU-0078457.AH.01.01.TAHUN 2021
dated December 9, 2021. KBT and RAB currently each own 78,500 shares, representing 50%
of the total issued and paid-up shares in PT EKB.
EKB, with the brand name "Electrum," was established to develop the electric vehicle
ecosystem and industry from upstream to downstream, encompassing electric motorcycle
manufacturing, battery manufacturing technology, battery swap infrastructure and charging
stations, and financing.
Purpose and Objectives and Business Activities
The current business activities of EKB are wholesale trade of new motorcycles (KBLI 45401)
and retail trade (KBLI 45403), rental and leasing without option rights of non-motorized four-
wheeled land transportation equipment (KBLI 77311), and repair and maintenance of cars
and motorcycles (KBLI 45407). These activities are listed in accordance with Article 3
(Purpose and Objectives) of the Company's Articles of Association, which has been adjusted
to align with the 2020 KBLI.
Capital Structure and Shareholder Composition
Based on Deed Number 15 dated June 7, 2023, drawn up before Jose Dima Satria, S.H.,
M.Kn., Notary in South Jakarta, as approved by the Minister of Law and Human Rights
through Decree Number AHU-0037338.AH.01.02.TAHUN 2023 dated July 3, 2023, and
notified to the Minister of Law and Human Rights through Letter Number AHU-
AH.01.03.0085978 dated July 3, 2023, and registered in the Company Register No. AHU-
0123323.AH.01.11.TAHUN 2023 dated July 3, 2023, the share ownership structure of EKB is
as follows:
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Par Value of Rp100 per Share
Description Nominal Value
Number of Shares %
(Rp)
Authorized Capital 157.000 157.000.000.000
Issued and Fully Paid-Up Capital
1) PT Rekan Anak Bangsa 78.500 78.500.000.000 50
2) PT Karya Baru TBS*) 78.500 78.500.000.000 50
Amount of Issued and Fully Paid-Up Capital 157.000 157.000.000.000 100,00
Shares in Portfolio 0 0
*) a subsidiary of the Company whose shares are wholly owned by the Company.
Composition of the EKB Board of Commissioners and Board of Directors
Based on Notarial Deed No. 146 dated April 24, 2026, drawn up before Jose Dima, S.H.,
M.Kn., Notary in the Administrative City of South Jakarta, which has been notified to the
Minister of Law, as evidenced by the Notification Letter of Changes to Company Data No.
AHU-AH.01.09-0241095 dated April 29, 2026, the composition of the Company's Board of
Directors and Board of Commissioners as of the date of issuance of this Information
Disclosure is as follows::
Board of Commissioners
President Commissioner : Gita Rusmida Sjahrir
Commissioner : Andre Soelistyo
Commissioner : Dicky Yordan
Commissioner : Hans Patuwo
:
Directors: :
President Director : Yujie Yang
Director : Baskara Rosadi Van Roo
NATURE OF AFFILIATE RELATIONSHIP WITH THE COMPANY
The nature of the Affiliate relationship between the Company and EKB is that EKB is a
subsidiary of the Company whose 50% (fifty percent) shares are indirectly owned through
KBT, all of whose shares are owned by the Company through PT Toba Bara Energi (a
subsidiary of the Company whose shares are also entirely owned by the Company), which
makes EKB a Controlled Company of the Company. In addition, there is an affiliate
relationship between the Company and EKB where Mr. Dicky Yordan as the President
Director of the Company also serves as a Commissioner of EKB.
3. RKB
Brief History
PT Rental Kreasi Bersama was established by EKB and PT Amrita Bumi Bersih based on
Notarial Deed Number 25 dated December 2, 2025, drawn up before Notary Jose Dima
Satria, S.H., M.Kn., Notary in South Jakarta. It has received legal entity approval from the
Minister of Law and Human Rights of the Republic of Indonesia based on Decree Number
AHU-0112225.AH.01.01.TAHUN 2025 dated December 30, 2025 (the "RKB Deed of
Establishment"), where EKB owns 45,496 shares, representing more than 99% of the total
shares issued and paid-up in RKB.
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Purpose and Objectives and Business Activities
RKB's current business activities include the rental and leasing without option rights of non-
motorized land transportation equipment, including four or more wheels (KBLI 77311), and
the repair and maintenance of cars and motorcycles (KBLI 45407). These activities are
listed in accordance with Article 3 (Purpose and Objectives) of the Company's Articles of
Association, which have been adjusted to align with the 2020 KBLI.
Capital Structure and Shareholder Composition
Based on the RKB Deed of Establishment, the RKB shareholding structure is as follows:
Par Value of Rp100 per Share
Description Number of
Nominal Value (Rp) %
Shares
Authorized Capital 182.000 182.000.000.000
Issued and Fully Paid-Up Capital
1) PT Energi Kreasi Bersama 45.496 45.496.000.000 99,99
2) PT Amrita Bumi Bersih 4 4.000.000 0,01
Amount of Issued and Fully Paid-Up Capital 45.500 45.500.000.000 100,00
Shares in Portfolio 136.500 136.500.000.000
Composition of the RKB Board of Commissioners and Board of Directors
Based on the RKB Deed of Establishment, the composition of the Company's Board of
Directors and Board of Commissioners as of the date of issuance of this Information
Disclosure is as follows:
Board of Commissioners:
Commissioner : Yujie Yang
Director:
Director : Baskara Rosadi Van Roo
NATURE OF THE AFFILIATE RELATIONSHIP WITH THE COMPANY
The nature of the Affiliate relationship between the Company and RKB is that RKB is a
subsidiary of the Company, 99.99% (ninety-nine point ninety-nine percent) of whose shares
are owned by EKB. EKB is a subsidiary of the Company, 50% of whose shares are owned by
the Company through KBT. Therefore, RKB is a Controlled Company of the Company.
4. IKB
Brief History
PT Infrastruktur Kreasi Bersama was established by EKB and PT Amrita Bumi Bersih based
on Notarial Deed Number 194 dated December 22, 2025, drawn up before Notary Jose Dima
Satria, S.H., M.Kn., Notary in South Jakarta. The company has received legal entity approval
from the Minister of Law and Human Rights of the Republic of Indonesia based on Decree
Number AHU-0112249.AH.01.01.TAHUN 2025 dated December 30, 2025 ("IKB Deed of
Establishment"), where EKB owns 64,695 shares, representing more than 99% of the total
issued and paid-up shares in IKB.
Purpose and Objectives and Business Activities
IKB's current business activities include the rental and leasing of machinery, equipment, and
other tangible assets, without option rights (KBLI 77399).
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Capital Structure and Shareholder Composition
Based on IKB's Deed of Establishment, IKB's share ownership structure is as follows:
Par Value of Rp100 per Share
Description Number of
Nominal Value (Rp) %
Shares
Authorized Capital 250.000 250.000.000.000
Issued and Fully Paid-Up Capital
1) PT Energi Kreasi Bersama 64.695 64.695.000.000 99,99
2) PT Amrita Bumi Bersih 5 5.000.000 0,01
Amount of Issued and Fully Paid-Up Capital 64.700 64.700.000.000 100,00
Shares in Portfolio 185.300 185.300.000.000
Composition of the IKB Board of Commissioners and Board of Directors
Based on IKB's Deed of Establishment, the composition of the Company's Board of Directors
and Board of Commissioners as of the date of issuance of this Information Disclosure is as
follows:
Board of Commissioners:
Commissioner : Yujie Yang
Director:
Director : Baskara Rosadi Van Roo
NATURE OF THE AFFILIATE RELATIONSHIP WITH THE COMPANY
The nature of the Affiliate relationship between the Company and IKB is that IKB is a
subsidiary of the Company, 99.99% (ninety-nine point ninety-nine percent) of whose shares
are owned by EKB. EKB is a subsidiary, 50% of whose shares are owned by the Company
through KBT. Therefore, IKB is a Controlled Company of the Company.
5. MKB
Brief History
PT Manufaktur Kreasi Bangsa was established by EKB and PT Karya Baru TBS based on
Notarial Deed Number 85 dated February 24, 2023, drawn up before Notary Jose Dima Satria,
S.H., M.Kn., a Notary in South Jakarta. It has received legal entity approval from the Minister
of Law and Human Rights of the Republic of Indonesia based on Decree Number AHU-
0015864.AH.01.01.TAHUN 2023 dated February 27, 2023 ("MKB Deed of Establishment"),
where EKB owns 20,490 shares, representing more than 99% of the total issued and paid-
up shares in MKB.
Purpose, Objectives, and Business Activities
MKB's current business activities are the Two- and Three-Wheeled Motorcycle Industry (KBLI
30911).
Capital Structure and Shareholder Composition
Based on MKB's Deed of Establishment, MKB's share ownership structure is as follows:
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Par Value of Rp100 per Share
Description Number of
Nominal Value (Rp) %
Shares
Authorized Capital 20.500 20.500.000.000
Issued and Fully Paid-Up Capital
1) PT Energi Kreasi Bersama 20.490 20.490.000.000 99,99
2) PT Amrita Bumi Bersih 10 10.000.000 0,01
Amount of Issued and Fully Paid-Up Capital 20.500 20.500.000.000 100,00
Shares in Portfolio 0 0
Composition of the Board of Commissioners and Board of Directors of MKB
Notarial Deed Number 81 dated October 17, 2024, drawn up before Notary Jose Dima Satria,
S.H., M.Kn., Notary in South Jakarta, and notified to the Minister of Law and Human Rights
of the Republic of Indonesia, as evidenced by the receipt of notification of changes to
company data Number AHU-AH.01.09-0265063 dated October 18, 2024, the composition
of the Company's Board of Directors and Board of Commissioners as of the date of issuance
of this Information Disclosure is as follows:
Board of Commissioners:
Commissioner : Mufti Utomo
Director:
Director : Baskara Rosadi Van Roo
NATURE OF THE AFFILIATE RELATIONSHIP WITH THE COMPANY
The nature of the Affiliate relationship between the Company and MKB is that MKB is a
subsidiary of the Company whose shares are 99.99% (ninety nine point nine nine percent)
owned by EKB. EKB is a subsidiary whose shares are 50% owned by the Company through
KBT. Thus, making MKB a Controlled Company of the Company. In addition, there is an
affiliate relationship between the Company and MKB where Mr. Mufti Utomo as Director of
the Company also serves as Commissioner of MKB..
IV. SUMMARY OF THE APPRAISAL'S REPORT ON THE FAIRNESS OF THE TRANSACTION
Public Appraisal Services Office ("KJPP") Kusnanto & Rekan ("KR"), an official KJPP holding a
business license from the Ministry of Finance No. 2.19.0162 dated July 15, 2019, and registered as a
capital market supporting professional with the Financial Services Authority (OJK) with a Capital
Market Supporting Professional Registration Certificate No. KEP-210/KS.13/2026 (business
appraiser), has been appointed by the Company as an independent appraiser to provide a fairness
opinon on the Transaction in accordance with the assignment letter No. KR/260511-002 dated May
11, 2026, which has been approved by the Company's management.
The following is a summary of the fairness opinion report on the Transaction as stated in report No.
00155/2.0162-00/BS/02/0153/1/VI/2026 dated June 30, 2026.
PARTIES TO THE TRANSACTION
The parties involved in the Transaction are the Company, EKB, RKB, IKB, and MKB.
OBJECT OF THE FAIRNESS OPINION TRANSACTION
The object of the transaction in the fairness opinion on the Transaction is a transaction in which TBS,
as the lender, agrees to provide a Non-Cash Loan and Treasury Line Credit Facility from Bank Mandiri
to Electrum. In the event that Electrum is unable to fulfill its obligations to Bank Mandiri, TBS will repay
13
Page 14
the obligation as a facility to Electrum with interest of 10.95%, which must be repaid in full no later
than 5 years from the respective drawdown date of the facility, with a transaction value of up to
US$23,000,000 (twenty-three million United States Dollars).
FAIRNESS OPINION DATE
The fairness opinion on the Transaction in the fairness opinion report is calculated as ofDecember 31,
2025. This date was chosen based on the importance and objectives of the fairness opinion analysis
on the Transaction.
PURPOSE AND OBJECTIVES OF THE FAIRNESS OPINION
The purpose and objective of preparing the fairness opinion report on the Transaction is to provide
the Company's Board of Directors with an overview of the fairness of the Transaction from a financial
perspective and to comply with applicable regulations, namely POJK 42/2020.
This Fairness Opinion was prepared in accordance with the provisions of OJK Regulation No.
35/POJK.04/2020 concerning "Assessment and Presentation of Business Valuation Reports in the
Capital Market" dated May 25, 2020, and the 2018 Indonesian Valuation Standards, Revised Editions
SPI300, SPI310, SPI320, and SPI330.
LIMITING CONDITIONS AND KEY ASSUMPTIONS
The fairness opinion analysis for the Transaction is prepared using the data and information disclosed
above, which has been reviewed by the Public Prosecutor's Office (KJPP). In conducting the analysis,
KJPP relies on the accuracy, reliability, and completeness of all financial information, information on
the Company's legal status, and other information provided to KJPP by the Company or publicly
available, and KJPP is not responsible for the accuracy of such information. Any changes to such data
and information could materially affect the final KJPP opinion. KJPP also relies on assurances from
the Company's management that they are not aware of facts that could cause the information
provided to KJPP to be incomplete or misleading. Therefore, KJPP is not responsible for any changes
in the conclusions of the KJPP's fairness opinion due to changes in such data and information.
The Company's consolidated financial statement projections before and after the Transaction were
prepared by the Company's management. KJPP has reviewed these financial statement projections,
and they reflect the Company's operating conditions and performance. Overall, there are no
significant adjustments that KJPP needs to make to the Company's performance targets.
The Public Prosecutor's Office (KJPP) did not inspect the Company's fixed assets or facilities.
Furthermore, the KJPP did not provide an opinion on the tax implications of the Transaction. The
services provided by the KJPP to the Company in connection with the Transaction constitute only a
fairness opinion on the Transaction and are not accounting, auditing, or taxation services.
The KJPP did not conduct research into the legal validity of the Transaction and its tax implications.
The fairness opinion on the Transaction is reviewed solely from an economic and financial perspective.
The fairness opinion report on the Transaction is a non-disclaimer opinion and is open to the public
unless it contains confidential information that could impact the Company's operations. Furthermore,
the KJPP has also obtained information on the Company's legal status, EKB, RKB, IKB, and MKB based
on the Company's articles of association, EKB, RKB, IKB, and MKB.
The KJPP's work related to the Transaction does not constitute and cannot be construed as
constituting, in any form, a review or audit, or the implementation of specific procedures on financial
information. The work cannot be intended to reveal weaknesses in internal control, errors or
irregularities in financial reporting, or violations of law. Furthermore, KJPP does not have the authority
and is not in a position to obtain and analyze any form of transactions other than those that exist and
may be available to the Company and their impact on the Transaction.
14
Page 15
This fairness opinion is prepared based on market and economic conditions, general business and
financial conditions, and government regulations related to the Transaction as of the date this fairness
opinion is issued.
In preparing this fairness opinion, the Public Service Agency (KJPP) uses several assumptions, such
as the fulfillment of all conditions and obligations of the Company and all parties involved in the
Transaction. The Transaction will be implemented as described in accordance with the specified
timeframe and the accuracy of the information regarding the Transaction disclosed by the Company's
management.
This fairness opinion must be viewed as a whole, and the use of partial analysis and information
without considering the other information and analysis as a whole may lead to misleading views and
conclusions regarding the process underlying the fairness opinion. Preparing this fairness opinion is
a complex process and may not be possible without an incomplete analysis.
The Public Service Agency (KJPP) also assumes that from the date of issuance of the fairness opinion
to the date of the Transaction, there have been no changes that materially affect the assumptions
used in preparing this fairness opinion. The Public Service Agency (KJPP) is not responsible for
reaffirming, supplementing, or updating the Public Service Agency's opinion due to changes in
assumptions, conditions, or events occurring after the date of this report. The calculations and
analyses used to provide the fairness opinion have been performed correctly, and the Public Service
Agency is responsible for the fairness opinion report.
This fairness opinion conclusion applies if there are no changes that have a material impact on the
Transaction, including, but not limited to, changes in conditions both internally and externally within
the Company, namely market and economic conditions, general business, trade, and financial
conditions, and Indonesian government regulations and other relevant regulations after the date this
fairness opinion report is issued. If any of the aforementioned changes occur after the date this
fairness opinion report is issued, the fairness opinion on the Transaction may differ.
APPROACH AND PROCEDURES FOR THE FAIRNESS OPINION ON THE TRANSACTION
In evaluating the Fairness Opinion on this Transaction, the Public Service Office (KJPP) has
conducted an analysis using the following Fairness Opinion approaches and procedures:
I. Analysis of the Transaction.
II. Qualitative and quantitative analysis of the Transaction.
III. Analysis of the Fairness of the Transaction.
CONCLUSION
Based on the scope of work, assumptions, data, and information obtained from the Company's
management used in the preparation of this report, and the review of the financial impact of the
Transaction as disclosed in this fairness opinion report, KJPP is of the opinion that the Transaction is
fair.
V. IMPACT OF THE TRANSACTION ON THE COMPANY'S FINANCIAL CONDITION
Impact of the Transaction on the Company's Financial Condition.
There is no impact from the transaction on the Company's consolidated financial condition between
the current and pro forma periods. EKB is a subsidiary consolidated into the Company's consolidated
financial statements. Therefore, the loan from TBS to EKB will be eliminated in preparing the
Company's pro forma financial statements. Once the Transaction becomes effective, EKB's
development of an integrated electric vehicle business ecosystem is expected to be one solution to
ensure the accelerated development of the electric vehicle ecosystem in Indonesia. Therefore, this is
15
Page 16
expected to provide benefits for the optimal development of the electric vehicle ecosystem in
Indonesia, which can provide broad positive benefits in the future for the Company's consolidated
financial performance, as EKB's parent entity.
VI. EXPLANATION, CONSIDERATIONS AND REASONS FOR CARRYING OUT THE
TRANSACTION COMPARED TO OTHER SIMILAR TRANSACTIONS THAT ARE NOT
CARRIED OUT WITH AFFILIATED PARTIES
The background to the transaction is that EKB is a subsidiary that is still in the development stage and
still requires support from shareholders for business development purposes and to support EKB's
operational business activities.
The considerations and rationale for conducting an affiliated loan transaction compared to a similar
transaction with an unaffiliated party (bank) are that the affiliated loan process is faster than with
other third parties and does not require lengthy administrative procedures. The transaction has also
been assessed using internal procedures with the same terms and conditions as transactions
conducted with unaffiliated parties, ensuring that the terms and conditions of the transaction are in
accordance with generally accepted business practices. Furthermore, the transaction is more
effective and efficient when conducted between affiliated parties of the Company.
VII. STATEMENT OF THE COMPANY'S BOARD OF DIRECTORS AND BOARD OF
COMMISSIONERS
The Company's Board of Commissioners and Board of Directors, both individually and jointly, declare
that all material information relating to the Transaction has been disclosed and that such information
is not misleading. The Transaction does not constitute a Conflict of Interest Transaction as referred
to in POJK 42/2020 and is not a Material Transaction as referred to in POJK 17/2020 because the
Transaction value does not reach 20% (twenty percent) of the Company's equity value based on the
Company's and its subsidiaries' Financial Statements for the fiscal year ending on the date of the
Company's Financial Statements for fiscal year 2025, which have been audited by a Public
Accountant.
The Company's Board of Directors declares that the Transaction has gone through the Company's
procedures as required by POJK 42/2020 to ensure that Affiliated Transactions have been
implemented in accordance with applicable regulations and generally accepted business practices.
VIII. ADDITIONAL INFORMATION
If you require further information, please contact the Company with the following details:
PT TBS Energi Utama Tbk
Treasury Tower Level 33, SCBD Lot.28,
Jl. Jend. Sudirman Kav.52-53, Jakarta Selatan 12190, Indonesia
Email: corsec@thisistbs.com
Telepon: +62 21 5020 0353
Jakarta, 2 July 2026
PT TBS Energi Utama Tbk
Board of Directors
16
Names mentioned 49 people and organisations named in the text · linked when the evidence is strong
unresolved
org
PT Energi Kreasi Bersama
p.1 ×6
unresolved
org
PT Rental Kreasi Bersama
p.1 ×3
unresolved
org
PT Infrastruktur Kreasi Bersama
p.1 ×3
unresolved
org
PT Manufaktur Kreasi Bangsa
p.1 ×3
unresolved
org
Financial Services Authority
p.1 ×6
unresolved
—
Purwanto, Susanti and Surja Public
· Akuntan Publik
p.2
unresolved
org
Indonesia Stock Exchange
p.2 ×2
unresolved
org
PT Rekan Anak Bangsa
p.3 ×3
unresolved
org
PT Karya Baru TBS
p.3 ×4
unresolved
person
Mutiara Siswono Patiendra
· Notaris
p.3
unresolved
org
Minister of Law and Human
p.3
unresolved
org
Minister of Law and Human Rights
p.3 ×11
unresolved
org
Sentral Efek Indonesia
p.4
unresolved
org
Public Appraisal Services Office Kusnanto & Rekan
p.4
unresolved
org
PT TBS Energi Utama Tbk's Non-Cash Loan
p.4
unresolved
—
Regulation No. 17/2020
p.4
unresolved
—
Regulation No. 42/2020
p.4
unresolved
org
KJPP Kusnanto & Rekan
p.5 ×2
unresolved
org
KJPP Kusnanto
p.5
unresolved
org
Bank Mandiri. Payment Obligation
p.6
unresolved
org
Bank Mandiri. Term
p.6
unresolved
org
Bank Mandiri. B. Facility Agreement
p.6
unresolved
person
Tintin Surtini
p.7
unresolved
person
Surjadi
· Notaris
p.7 ×2
unresolved
org
PT Buana Persada Gemilang
p.7
unresolved
org
PT Toba Bara Sejahtra
p.7
unresolved
org
Minister of Law
p.8 ×2
unresolved
org
PT Datindo Entrycom
p.8
unresolved
org
Holdings Pte. Ltd
p.8
unresolved
person
Notary Aulia Taufani
· Notaris
p.8 ×3
unresolved
person
Dr. Ahmad Fuad Rahmany Independent Commissioner Independent
p.9 ×2
unresolved
org
PT EKB. EKB
p.9
unresolved
org
PT Toba Bara Energi
p.10
unresolved
org
PT Amrita Bumi Bersih
p.10 ×5
unresolved
person
Notary Jose Dima Satria
· Notaris
p.10 ×9
unresolved
org
Ministry of Finance
p.13
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
5726 ms
12 Sep 2026 21:53
Raw output
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'kind': 'MATERIAL_FACT',
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'letter_number': '',
'object_text': '',
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'parties': [],
'pct_of_equity': None,
'reference_period': '',
'requires_rups': None,
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'ticker': '',
'transaction_date': None,
'valuation_date': None,
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