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20260702_AADI_Informasi Transaksi Afiliasi_32107803_lamp2.pdf
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INFORMATION DISCLOSURE TO THE SHAREHOLDERS ON AN AFFILIATED-PARTY
TRANSACTION OF
PT ADARO ANDALAN INDONESIA Tbk (“THE COMPANY”)
This Information Disclosure to The Shareholders on The Affiliated-party Transaction (hereinafter
referred to as “Information Disclosure”) was prepared to inform the Company’s shareholders on
the signing of a Loan Agreement between the Company and PT Kaltara Power Indonesia (“KPI”).
The Company and KPI have an affiliate relationship, which is a relationship between a company and
a party—whether directly or indirectly—that controls or is controlled by that company, as stipulated
in article 1 paragraph 1 letter d of Indonesian Financial Services Authority’s Regulation number
42/POJK.04/2020 on Affiliated-Party Transactions and Conflict of Interest Transactions (“POJK
42/2020”).
This transaction fulfills the definition of affiliated-party transaction as set forth in POJK 42/2020.
THE COMPANY’S BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS, EITHER
SEVERALLY OR JOINTLY, ARE FULLY RESPONSIBLE FOR THE ACCURACY OF THE
INFORMATION DISCLOSURE AND THE AMENDMENT AND/OR ADDITION TO THE
INFORMATION DISCLOSURE, IF ANY.
THE COMPANY’S BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS HEREBY
DECLARE THAT THE INFORMATION AS DISCLOSED IN THIS INFORMATION DISCLOSURE IS
COMPLETE, AND AFTER A DUE AND CAREFUL EXAMINATION, EMPHASIZE THAT THE
INFORMATION STATED IN THIS INFORMATION DISCLOSURE IS TRUE, AND THAT THERE
ARE NO RELEVANT AND MATERIAL FACTS OMITTED OR ELIMINATED IN SUCH A WAY THAT
CAUSE THE INFORMATION PROVIDED HEREIN TO BE UNTRUE AND/OR MISLEADING.
THE COMPANY’S BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS DECLARE
THAT THIS AFFILIATED-PARTY TRANSACTION DOES NOT CONTAIN ANY CONFLICT OF
INTEREST.
PT Adaro Andalan Indonesia Tbk
Business activities:
Holding-company activities (for subsidiaries operating in coal mining, mining services, management
consultancy, water resources management, power generation, and specialized freight
transportation), other management consultancy activities, in addition to operating in the sectors of oil
palm plantation, and rubber and other latex-producing crops plantation.
Head Office:
Cyber 2 Tower 26th Fl.
Jl. H.R. Rasuna Said Blok X-5, No.13
Jakarta 12950 – Indonesia
Email: corsec@adaroindonesia.com
Website: www.adaroindonesia.com
This information is issued in Jakarta on July 2nd, 2026.
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DEFINITION
Affiliation : defined as set forth by article 1 paragraph (1) of Law number
8 of 1995 on the Capital Market as lastly amended by Law
number 4 of 2026 on the Amendment of Law number 4 of 2023
on the Development and Strengthening of the Financial Sector
juncto article 1 paragraph (1) of POJK 42/2020.
US$ : United States dollar.
Director(s) : (a) member(s) of the Company’s Board of Directors holding
such position on the issuance date of this Information
Disclosure.
Commissioner(s) : (a) member(s) of the Company’s Board of Commissioners
holding such position on the issuance date of this Information
Disclosure.
Appraiser’s Report : defined as explained in the Introduction section of this
Information Disclosure.
Independent Appraiser : the Office of Public Appraisal Services of Desmar, Susanto,
Salman dan Rekan, an independent appraiser registered with
the FSA, which has been appointed by the Company to
appraise the fair value and/or fairness of the transaction as
explained in this Information Disclosure.
Loan Agreement : defined as explained in the Introduction section of this
Information Disclosure.
Company : PT Adaro Andalan Indonesia Tbk, a publicly-listed company
duly established and organized under the law of the Republic
of Indonesia and domiciled in Jakarta, Indonesia.
Controlled Company : as defined by POJK 42/2020.
Term SOFR : Interest rate reference of Term Secured Overnight Financing
Rate.
Affiliated-Party Transaction : as defined by POJK 42/2020.
POJK 42/2020 : Financial Services Authority’s Regulation number
42/POJK.04/2020 on Affiliated-Party Transactions and
Conflict of Interest Transactions.
POJK 17/2020 : Financial Services Authority’s Regulation number
17/POJK.04/2020 on Material Transactions and Changes to
Business Activities.
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I. INTRODUCTION
The Company and KPI have made an Affiliated-Party Transaction by signing a Loan Agreement
effectively valid as of June 30th, 2026, whereby the Company granted KPI a loan amounting to
US$100,800,000 (one hundred million eight hundred thousand United States dollars) (“Loan
Agreement”).
Pursuant to the provision of article 4 paragraph (1) of POJK 42/2020, the execution of an Affiliated-
Party Transaction must use an appraiser service to determine the fair value of the object of the
Affiliated-PartyTransaction and/or the fairness of the transaction, and must be announced to the
public. In order to fulfill such provision of POJK 42/2020, the Company’s Board of Directors issued
this Information Disclosure to inform the public on such Affiliated-Party Transaction.
The Appraiser’s Report used a reference is the report of the Office of Public Appraisal Services of
Desmar, Susanto, Salman dan Rekan Number 00044/2.0142-00/BS/02/0177/1/VI/2026 of June
26th, 2026 on the Fairness Opinion on Loan Agreement (“Appraiser’s Report”). The Appraiser’s
Report gives a fair opinion on the Loan Agreement.
This Affiliated-Party Transaction has been through the procedure as set forth in article 3 of POJK
42/2020 and executed in accordance with the generally applicable business practices.
This Affiliated-Party Transaction is neither a conflict-of-interest transaction as stipulated in POJK
42/2020 nor a material transaction as stipulated in POJK 17/2020 because the total value of this
transaction is less than 20% (twenty percent) of the Company’s total equity value. The Company’s
total equity based on its Financial Statements of December 31, 2025 audited by Public Accounting
Firm Rintis, Jumadi, Rianto & Rekan amounted to US$3,649,628 (in thousand of United States
dollars).
II. BRIEF DESCRIPTION ON THE TRANSACTION AND THE EFFECT OF THE TRANSACTION TO
THE COMPANY’S FINANCIAL CONDITION
A. DESCRIPTION OF THE TRANSACTION
i. Rationale, Background, and Benefits of the Transaction
The background and rationale of the execution of the Loan Agreement are to serve as one
of the Company’s strategies to develop its business. In implementing this strategy, the
Company always ensures to conduct risk profile review, apply good investment
diversification, as well as monitoring and balancing its investment portfolio. The Company
also strives to maximize its financial potentials as well as using its extensive network to
generate sound returns for the shareholders.
This Loan Agreement is aimed at supporting KPI’s business activities, including the capital
expenditure for business development purposes and other requirements/uses. This
transaction will provide larger business development supports for KPI. Therefore, the
Company expects this transaction to bring positive values to both parties, support the
Company’s business development objectives, and maximize rate of return in a more effective
and efficient manner.
ii. Brief Description on the Transaction
The Company and KPI have signed the Loan Agreement effective as of June 30th, 2026, with
the following details:
Loan principal amount : Up to US$100,800,000 (one hundred million eight
hundred thousand United States dollars)
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Interest rate : Term SOFR + certain percentage per annum
Date of maturity : December 31st, 2033
Purpose of loan : For KPI’s business activities, including the capital
expenditure for project development and other
requirements/uses.
Pursuant to the provision of article 5 point (e) of POJK 42/2020, the Company is not
required to implement the procedure as defined in article 3 of POJK 42/2020 or to fulfill the
provision as set forth is article 4 paragraph (1) of POJK 42/2020 in the event that there is
(a) subsequent transaction(s) under this Loan Agreement on a future date, whereby this
Loan Agreement serves as the initial transaction underlying such subsequent transactions,
and the terms and conditions of this Loan Agreement are not amended in any way
detrimental to the Company.
iii. Parties to the Transaction
1. The Company
Brief history
The Company was established based on Notarial Deed number 2 of December 1st, 2004
made before Ir. Rusli, S.H., a Notary in Bekasi. The deed has been approved by the
Minister of Law and Human Rights of the Republic of Indonesia by Decree number
C-31123 HT01.01.TH.2004 of December 23rd, 2004. The deed was announced in the
State Gazette of the Republic of Indonesia number 52 of July 1st, 2005 and the
Supplement to State Gazette number 6922. The Company’s articles of association have
been amended several times. By the amendment to the Company’s articles of association
based on the Notarial Deed number 100 made before Humberg Lie, S.H., S.E., M.Kn., a
Notary in North Jakarta, of July 31st, 2024, the Company’s name has been changed from
PT Alam Tri Abadi to PT Adaro Andalan Indonesia. Such amendment to the articles of
association has been approved by the Minister of Law and Human Rights of the Republic
of Indonesia by the decree number AHU-0046973.AH.01.02.TAHUN 2024 of July 31st,
2024.
The Company’s articles of association have been lastly amended based on the Deed of
the Statement of Shareholders’ Resolutions number 14 of May 8th, 2025 made before
Humberg Lie, S.H., S.E., M.Kn., a Notary in North Jakarta. The notification on the
amendment to the articles of association has been received by the Minister of Law of the
Republic of Indonesia as confirmed with the Receipt of the Notification on the Amendment
to the Company’s Articles of Association number AHU-AH.01.03-0126591 of May 8th,
2025 and the Receipt of the Notification on the Change of the Company’s Data number
AHU-AH.01.09-0230492 of May 8th, 2025. This amendment is concerning the change in
the Company's issued and paid-up capital.
On November 26th, 2024, the Company received notification of the effectiveness of its
registration statement from the Financial Services Authority (“OJK”) in its letter
No. S-157/D.04/2024 to conduct the Company’s Initial Public Offering for a maximum of
778,689,200 shares (10% of the 7,786,891,760 issued and fully paid-up share capital).
On December 2nd, 2024, the Company received approval for the listing of its securities on
the Indonesia Stock Exchange (“IDX”) from the IDX Board of Directors in its letter
No. S12569/BEI.PP2/12-2024.
The Company’s business activities are holding-company activities (for subsidiaries
operating in coal mining, mining services, management consultancy, water resources
management, power generation, and specialized freight transportation), other
management consultancy activities, in addition to operating in the sectors of oil palm
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plantation, and rubber and other latex-producing crops plantation.
Management and supervision
The compositions of the Company’s Board of Directors and Board of Commissioners on
the date of this Information Disclosure are as stated in Deed number 1 of September 3rd,
2024 made before Humberg Lie, S.H., S.E., M.Kn., a notary in North Jakarta, which has
been notified to the Minister of Law and Human Rights of the Republic of Indonesia as
follows:
Board of Commissioners
President Commissioner (Independent) : Budi Bowoleksono
Commissioner : Primus Dorimulu
Board of Directors
President Director : Julius Aslan
Director : Priyadi
Director : Lie Luckman
Director : Susanti
2. KPI
Brief history
KPI is the Company’s Controlled company. KPI was established based on the Deed
number 29 of January 20th, 2022 made before Humberg Lie, S.H., S.E., M.Kn., a notary
in North Jakarta. The deed of establishment has been approved by the Minister of Law
and Human Rights of the Republic of Indonesia by Decree number AHU-
0005395.AH.01.01. Tahun 2022 of January 21st, 2022. KPI’s articles of association have
been amended several times with the latest amendment based on Deed number 12 of
April 15th, 2026 made before Humberg Lie, S.H., S.E., M.Kn., Notary in North Jakarta,
concerning the increase of issued and paid-up capital. The amendment to the articles of
association has obtained the notification of receipt from the Minister of Law of the
Republic of Indonesia by Receipt of Notification of the Amendment to the Articles of
Association number AHU-AH.01.03-0109302 of April 15th, 2026.
KPI’s purpose and objective, among others, are to operate in the other power supporting
activities, and rentals and operating leases of machineries, equipment, and other tangible
items not included in others.
Management and supervision
The compositions of KPI’s Board of Directors and Board of Commissioners on the date
of this Information Disclosure as stated in the Deed number 57 of June 18th, 2026 made
before Humberg Lie, S.H., S.E., M.Kn., a notary in North Jakarta, which are as follows:
Board of Commissioners
President Commissioner : Endang Ahmad Zakaria
Commissioner : Miftahul Jannah
Commissioner : Willy Heriadi
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Board of Directors
President Director : Rachmanoe Indarto
Director : R. Giri M. Natakusumah
Director : Sudirman Utomo
B. NATURE OF THE AFFILIATION OF THE PARTIES CONDUCTING THE TRANSACTION
WITH THE COMPANY
Pursuant to POJK 42/2020, an Affiliated-Party Transaction is an activity and/or transaction made
by a public company or controlled company with (an) Affiliate(s) of the public company or (an)
Affiliate(s) of the members of the board of directors, members of the board of commissioners,
major shareholders, or Controlling parties, include any activity and/or transaction made by a
public company or controlled company for the interest of the Affiliate of the public company or
the members of the board of directors, members of the board of commissioners, major
shareholders, or Controlling parties.
There is an Affiliated-Party relationship as stipulated by POJK 42/2020 between the Company
and KPI, a relationship between a company and a party—whether directly or indirectly—that
controls or is controlled by that company, as stipulated in article 1 point 1 letter d of POJK
42/2020.
C. EFFECTS OF THE TRANSACTION ON THE COMPANY’S FINANCIAL CONDITION
(PROFORMA)
thousand US$
Audited Proforma
Balance Sheet Transaction
December 31st, 2025 December 31st, 2025
Current assets 1,796,272 - 1,796,272
Non-current assets 3,910,004 - 3,910,004
Total assets 5,706,276 - 5,706,276
Short-term liabilities 922,656 - 922,656
Long-term liabilities 1,133,992 - 1,133,992
Total liabilities 2,056,648 - 2,056,648
Equity 3,649,628 - 3,649,628
Total liabilities and 5,706,276 - 5,706,276
equity
thousand US$
Audited Proforma
Profit & Loss Transaction
December 31st, 2025 December 31st, 2025
Revenue 4,910,263 - 4,910,263
Cost of revenue (3,648,568) - (3,648,568)
Gross profit 1,261,695 - 1,261,695
Operating income 1,042,680 - 1,042,680
Net income 849,184 - 849,184
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D. EXPLANATION, CONSIDERATION AND RATIONALE FOR EXECUTING THE
TRANSACTION IN COMPARISON WITH THE CONDITION IF A SIMILAR TRANSACTION IS
EXECUTED WITH A NON-AFFILIATED PARTY
The Company executed this transaction with KPI because it viewed that this step will provide
for KPI’s financing needs efficiently, as oppose to third-party funding. The Company has
acquired thorough understanding on KPI’s financial condition and operational requirements,
so that the loan can be used properly and in accordance with the objective.
The documents associated with the Loan Agreement have been prepared to incorporate the
same terms and conditions as those incorporated in transactions made with an unaffiliated party,
thus the terms and conditions of the Affiliated-Party Transaction have been made on an arm’s
length basis.
III. SUMMARY OF THE APPRAISER’S REPORT
Pursuant to article 4 of POJK 42/2020, publicly-listed companies intending to execute an
Affiliated-Party Transaction must use an appraiser’s service to determine the fair value of the
object of the Affiliated-Party Transaction and/or the fairness of the transaction.
To ensure the fairness of the intended Transaction, the Company appointed an Independent
Appraiser based on the quotation No. 0003/2.0142-00/PP-B/DSS-01/0177/V/2026 of May 11th,
2026 which has been approved by the Company.
The following is the summary of the fairness opinion as presented in the Appraiser’s Report:
i. Identity of the parties to the transaction
The Company is the assignor. The parties to the transaction are the Company and KPI.
ii. Object of the analysis for the fairness opinion
The object of the analysis for the fairness opinion herein is the planned transaction of the
Loan Agreement.
iii. Purpose and objective of the fairness opinion
The purpose and objective of this fairness opinion is to fulfill the provisions of
POJK 42/2020.
iv. Assumptions and Limiting Conditions
1. The Appraiser’s Report opinion is a non-disclaimer opinion.
2. All of the data, statements and information received by the Independent Appraiser
from the management and the data and information available in the public domain,
in particular those concerning the economic and industry data, are deemed accurate
and obtained from the sources of credible accuracy.
3. The Independent Appraiser has reviewed the documents used in the process of
rendering the fairness opinion.
4. The Appraiser’s Report was compiled to fulfill the capital market purposes and the
FSA’s provisions and not for tax or other purposes other than the capital market
purposes.
5. In conducting the analysis, the Independent Appraiser made a number of assumptions
and relied on the accuracy, reliability and completeness of all financial information and
other information provided by the Company or publicly available, which in principle
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was true, complete and not misleading, and the Independent Appraiser is not
responsible for conducting an independent examination on such information.
Independent Appraiser also relied on the warranty of the Company’s management that
they were not aware of any fact that may cause the information provided for the
Independent Appraiser become incomplete or misleading.
6. The Independent Appraiser assumes that from the issuance date of this fairness
opinion until the execution date of the planned corporate action, there will be no
changes that may have material effects on the assumptions used in compiling this
fairness opinion. The Independent Appraiser is not responsible for reaffirming or
completing or updating the opinion due to the changes to the assumptions and
conditions or events occurring after the date of the Appraiser’s Report .
7. All disputes in the forms of criminal or civil cases (in or out of court) associated with
the appraisal object is not under the Independent Appraiser’s responsibility.
8. Changes made by the Government or private parties concerning the condition of the
appraisal object, on this matter the market condition, etc., are not within the
Appraiser’s responsibility.
9. The Appraiser’s Report shall serve as part of the information used for decision making
consideration, however it is neither binding nor able to be used as the basis of a
decision which may lead to legal implications, because this report of fairness opinion
was prepared merely based on the area of discipline and capability of the Independent
Appraiser.
10. The amounts were stated in US$ and/or equivalents on the request of the assignor.
11. This Appraiser’s Report is invalid in the absence of the signature of the licensed
appraiser and the official corporate seal of Independent Appraiser.
12. The Appraiser’s Report was prepared and intended only for the assignor, in
accordance with the purpose and objective as disclosed in the appraisal report. Other
than the purpose and objective as disclosed in the Report of Fairness Opinion, all
materials included in this appraisal report in parts or in its entirety including those
related with the references, opinion, names and professional affiliations of the
appraiser are not to be published without the written consent from the Appraiser.
v. Approaches and Appraisal Method
In compiling the Appraiser’s Report on the planned transaction of the Loan Agreement,
the Independent Appraiser has conducted an analysis through the approaches and
appraisal procedure on the Loan Agreement, which include the following:
a. Analysis on the planned transaction.
b. Qualitative and quantitative analyses on the planned transaction.
c. Analyses on the fairness of the planned transaction.
vi. Fairness Opinion on Transaction
Based on the study and analysis conducted on all associated aspects for determining the
positive impacts of the planned transaction of the Loan Agreement either qualitatively or
quantitatively, the Independent Appraiser is of the opinion that the planned transaction of
the Loan Agreement is fair.
IV. BOARD OF DIRECTORS’ STATEMENT
The Company’s Board of Directors declares that the transaction of the Loan Agreement has been
made with sufficient procedure and ensures that the transaction has been executed in accordance
with the generally applicable business practices, i. e. the procedure to compare it with the terms
and conditions of a transaction made between parties who do not have an Affiliated relationship
and made by fulfilling the arm’s-length principle.
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V. BOARD OF COMMISSIONERS’ & BOARD OF DIRECTORS’ STATEMENT
The Company’s Board of Commissioners and Board of Directors hereby declare that the Loan
Agreement is an Affiliated-Party Transaction that does not contain any conflict of interest.
The Company’s Board of Commissioners and Board of Directors hereby declare that they have
carefully reviewed the information available regarding the Loan Agreement as explained in this
Information Disclosure, and all material information regarding the Loan Agreement has been
disclosed in this Information Disclosure and the material information is true and not misleading.
Subsequently, the Company’s Board of Commissioners and Board of Directors hereby declare that
they hold full responsibility on the accuracy of all information provided in this Information Disclosure.
VI. ADDITIONAL INFORMATION
The Company’s shareholders wishing to receive further information on the Affiliated-Party
Transaction as explained in this Information Disclosure can contact:
PT Adaro Andalan Indonesia Tbk
Cyber 2 Tower 26th Floor
Jl. H.R. Rasuna Said Blok X-5, No.13
Jakarta 12950 – Indonesia
Telephone: (021) 2553 3065 Facsimile: (021) 2553 3066
www.adaroindonesia.com
for the attention of: Corporate Secretary
Email: corsec@adaroindonesia.com
* This Information Disclosure is made in both Indonesian dan English version. In case of discrepancies
between the Indonesian and English version, the Indonesian version shall prevail.
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Names mentioned 16 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×3
unresolved
org
Salman dan Rekan
p.2 ×2
unresolved
org
Rianto & Rekan
p.3
unresolved
org
Minister of Law and Human Rights
p.4 ×4
unresolved
person
Humberg Lie
· Notaris
p.4 ×8
unresolved
org
PT Adaro Andalan Indonesia. Such
p.4
unresolved
org
Minister of Law
p.4 ×2
unresolved
org
Indonesia Stock Exchange
p.4
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12 Sep 2026 21:53
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