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20260702_ADMR_Informasi Transaksi Afiliasi_32107928_lamp4.pdf
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INFORMATION DISCLOSURE TO THE SHAREHOLDERS
ON AN AFFILIATED-PARTY TRANSACTION OF
PT ALAMTRI MINERALS 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 Loan Agreement
between the Company and PT Kalimantan Aluminium Industry (“KAI”), a limited-liability company whose 65%
(sixty five percent) of shares are indirectly owned by the Company.
This transaction fulfills the definition of affiliated-party transaction as set forth in Indonesian Financial Services
Authority’s Regulation number 42/POJK.04/2020 on Affiliated-Party Transactions and Conflict of Interest
Transactions (“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 Alamtri Minerals Indonesia Tbk
Business activities:
Holding-company activities, other management consultation activities, mining and other quarrying supporting activities,
leasing and leasing without an option of mining and energy machineries and equipment, repair of machineries for specific
purposes, and investments.
Head Office:
Cyber 2 Tower, 34th Fl.
Jl. H.R. Rasuna Said, Blok X-5, No. 13
Jakarta Selatan 12950, Indonesia
Email: corsec@alamtriminerals.id
Website: www.alamtriminerals.id
This information is issued in Jakarta on July 2nd, 2026.
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DEFINITION
KAI: PT Kalimantan Aluminium Industry
Affiliation: Defined as set forth by article 1 of the Capital Market Law or POJK
42/2020.
Commissioner(s): (A) member(s) of the Company’s Board of Commissioners holding such
position on the issuance date of this Information Disclosure.
Director(s): (A) member(s) of the Company’s Board of Directors holding such
position on the issuance date of this Information Disclosure.
The Group: PT Alamtri Minerals Indonesia Tbk and its subsidiaries.
Appraiser: The Office of Public Appraisal Services of Desmar, Susanto, Salman &
Rekan, an independent appraiser registered with the Financial Services
Authority of the Republic of Indonesia, which has been appointed by
the Company to appraise the fair value and/or fairness of the
transaction as explained in this Information Disclosure.
Appraiser’s Report: A written report prepared by the Appraiser that contains the
Appraiser’s opinion on the object of appraisal, i.e. the transaction as
explained in this Information Disclosure, and presents the information
on the appraisal process on the transaction.
Loan Agreement: Defined as explained in the Introduction section of this Information
Disclosure.
The Company: PT Alamtri Minerals Indonesia Tbk (formerly PT Adaro Minerals
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.
POJK 17/2020: The Regulation of the Financial Services Authority of the Republic of
Indonesia number 17/POJK.04/2020 on Material Transactions and
Change of Business Activities.
POJK 42/2020: The Regulation of the Financial Services Authority of the Republic of
Indonesia number 42/POJK.04/2020 on Affiliated-Party Transactions
and Conflict of Interest Transactions.
Affiliated-Party Transaction: As defined by POJK 42/2020.
Material Transaction: As defined by POJK 17/2020.
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I. INTRODUCTION
On June 30th, 2026, the Company signed a loan agreement with KAI, whereby the Company as the creditor
provided a loan of revolving and uncommitted basis in the amount up to US$300,000,000 (three hundred
United States dollars), which can be withdrawn in US dollar and/or rupiah currency, to KAI as the borrower
(“Loan Agreement”).
Pursuant to article 4 point 1 of POJK 42/2020, this Loan Agreement is an Affiliated-Party Transaction which
requires the service of an Appraiser to determine the fair value of the object of the Affiliated-Transaction
and/or the fairness of the transaction, must be published to the public, and for which an information
disclosure and its supporting documents must be submitted to the Financial Services Authority. In order
to meet the provisions of POJK 42/2020, the Company is publishing this Information Disclosure to inform
its shareholders on the said Affiliated-Party Transaction.
The Appraiser’s Report used is the report of the Office of Public Appraisal Services Desmar, Susanto,
Salman & Rekan number 00043/2.0142-00/BS/02/0177/1/VI/2026 of June 26th, 2026 on the Report of the
Fairness Opinion (“Appraiser’s Report”). The Appraiser’s Report has given a “fair” opinion on the Loan
Agreement.
This Affiliated-Party Transaction is not a Material Transaction as defined by the Indonesian Financial
Services Authority Regulation number 17/POJK.04/2020 on Material Transactions and Changes to Business
Activities (“POJK 17/2020”) because the total value of this transaction is less than 20% (twenty percent) of
US$1,717,411 (one million seven hundred and seventeen thousand four hundred and eleven United States
dollars), which is the Company’s equity value as stated in the Company’s Consolidated Financial Statements
of December 31st, 2025 audited by Public Accounting Firm Rintis, Jumadi, Rianto & Rekan.
This Affiliated-Party Transaction has fulfilled the procedure as stipulated in article 3 of POJK 42/2020 and
has been implemented in accordance with the generally applicable business practices. This Affiliated-Party
Transaction is not a conflict-of-interest transaction as defined by POJK 42/2020.
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
KAI is currently developing an aluminum smelter with the capacity of 500 thousand tons of
aluminum ingots per year in the first phase, in addition to other supporting facilities, located in the
industrial estate of PT Kalimantan Industrial Park Indonesia, North Kalimantan (“the Project”).
Through KAI’s aluminum smelter, the Company will contribute to the downstream program by
creating added value to alumina and close the aluminum supply and demand gap.
Accordingly, for the development requirement of the Project, the Company signed the Loan
Agreement with KAI under the consideration of more efficient funding process. This funding can
be used by KAI among others for the purpose of the Project’s financing, including but not limited
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to the additional capital expenditure for the Project’s development and repayment of bank loan
facilities, as well as other purposes associated with the development and operations of KAI’s
Project.
ii. Brief Description on the Transaction
On June 30th, 2026, the Company and KAI signed the Loan Agreement of revolving and uncommitted
basis with the following details:
• Loan principal amount: Up to US$300,000,000 (three hundred million United States
dollars) to be withdrawn in US dollar and/or rupiah currency.
• Interest rate: Loans withdrawn in US dollar currency are charged with SOFR +
a certain percentage per annum and loans withdrawn in rupiah
currency are charged with IndONIA + a certain percentage per
annum.
• Date of maturity: November 30th, 2031.
• Purpose of loan: For the Project’s financing including but not limited to additional
capital expenditure for the Project’s development and
repayment of bank loan facilities or other purposes associated
with the development and operations of the Project.
Pursuant to article 5 point (e) of POJK 42/2020, the Company is not required to apply the procedure
as explained in article 3 of POJK 42/2020 and not required to fulfil the provision as explained in
article 4 point (1) of POJK 42/2020 in the event that on a future date there is any transaction
extending from this Amendment II of Loan Agreement, provided that the terms and conditions of
the transaction do not encounter any change that may incur detrimental effects to the Company.
iii. Affiliated Parties
1. The Company
Brief History
The Company was established based on the Deed of Establishment number 9 of September 25 th,
2007 made before Dwi Yulianti, S.H., a Notary in Jakarta. The Company’s deed of establishment
was approved by the Minister of Law and Human Rights of the Republic of Indonesia by Decree
number C-01217 HT.01.01-TH.2007 of October 25th, 2007 and announced in the State Gazette of
the Republic of Indonesia number 36 of May 2nd, 2008.
The Company changed its name from PT Adaro Minerals Indonesia Tbk to PT Alamtri Minerals
Indonesia Tbk based on the Deed number 2 of June 2nd, 2025, made before Humberg Lie, S.H.,
S.E., M.Kn., which was approved by the Minister of Law of the Republic of Indonesia based on
the Decree number AHU-0035843.AH.01.02.Tahun 2025 of June 2nd, 2025.
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Management and Supervision
The compositions of the Company’s Board of Directors and Board of Commissioners as stated in
the Deed number 2 of June 2nd, 2025 made before Humberg Lie, S.H., S.E., M.Kn, a Notary in
North Jakarta are as follows:
Board of Commissioners
President Commissioner: Garibaldi Thohir
Commissioner: Michael William P. Soeryadjaya
Commissioner: M. Syah Indra Aman
Independent Commissioner: Ir. Mohammad Effendi
Independent Commissioner: Lindawati Gani
Board of Directors
President Director: Iwan Dewono Budiyuwono
Director: Totok Azhariyanto
Director: Hendri Tamrin
Director: Heri Gunawan
Director: Wito Krisnahadi
2. KAI
Brief History
KAI was established based on the Deed of Establishment number 5 of March 4th, 2022 made
before Humberg Lie, S.H., S.E., M.Kn., a notary in North Jakarta. The deed was approved by the
Minister of Law and Human Rights of the Republic of Indonesia by Decree number AHU-
0016507.AH.01.01.TAHUN2022 of March 7th, 2022 and registered on the Company Register at
the Ministry of Law and Human Rights of the Republic of Indonesia based on No. AHU-
0044445.AH.01.11.TAHUN 2022 of March 7th, 2022.
KAI’s latest amendment to the articles of association was made based on the Deed number 71 of
November 22nd, 2024 made before Humberg Lie, S.H., S.E., M.Kn., a Notary in North Jakarta on
the amendment to article 4 of KAI’s articles of association concerning the increase of KAI’s issued
and paid-up capital. The change to the articles of association has been approved by the Minister
of Law of the Republic of Indonesia by Decree number AHU-0058527.AH.01.02.TAHUN 2025 of
August 29th, 2025.
Management and Supervision
The compositions of KAI’s Board of Directors and Board of Commissioners as at December 31st,
2025 as stated in Deed No. 375 dated 3 November 2025, executed before Humberg Lie, S.H., S.E.,
M.Kn., Notary in North Jakarta are as follows:
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Board of Commissioners
President Commissioner: Christian Ariano Rachmat
Commissioner: Heri Gunawan
Commissioner: Willy Heriadi
Commissioner: Xia Xiangmin
Board of Directors
President Director: Wito Krisnahadi
Director: Sonia Ayudiah
Director: Kay Kun Ng
Director: Sudirman Utomo
Director: Zhang Zhengyong
Director: Sonny Sidjaja
Effective as of April 1st, 2026, the compositions of KAI’s Board of Commissioners and Board of
Directors have been changed based on the Deed of Shareholders’ Resolution number 38 of
March 30th, 2026, made before Humberg Lie, S.H., S.E., M.Kn., a Notary in North Jakarta, which
has been notified to the Minister of Law of the Republic of Indonesia based on the Receipt of
Notification of the Change to the Company Data number AHU-AH.01.09-0193891, accordingly,
the composition of the members of KAI's Board of Commissioners and Board of Directors as of
the date of this Information Disclosure is as follows:
Board of Commissioners
President Commissioner: Wito Krisnahadi
Commissioner: Heri Gunawan
Commissioner: Willy Heriadi
Commissioner: Xia Xiangmin
Board of Directors
President Director: Endang Ahmad Zakaria
Director: Sonia Ayudiah
Director: Kay Kun Ng
Director: Zhang Zhengyong
Director: Sudirman Utomo
iv. Nature of the Affiliation
This Loan Agreement is an Affiliated-Party Transaction as defined in POJK 42/2020, because KAI is
the Company’s indirectly controlled company, and there are members holding concurrent positions
in the board of directors and board of commissioners of the Company and KAI.
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B. EFFECTS OF THE TRANSACTION ON THE COMPANY’S FINANCIAL CONDITION (PRO FORMA)
Proforma of the Company’s Balance Sheet (in thousand US$)
Balance Sheet Audited Transaction Proforma
December 31st, 2025 December 31st, 2025
Assets
Current assets 680,424 - 680,424
Non current assets 2,210,852 - 2,210,852
Total assets 2,891,276 - 2,891,276
Liabilities
Short-term liabilities 426,807 - 426,807
Long-term liabilities 747,058 - 747,058
Total liabilities 1,173,865 - 1,173,865
Total equity 1,717,411 - 1,717,411
Total liabilities and equity 2,891,276 - 2,891,276
C. 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 Loan Agreement has been executed because it provided more efficient process compared to the
execution of such with a third party. This is a form of the Company’s support for the development of
KAI’s business activities in aluminum p]rocessing and supports the efficiency of the Group’s funding
structure with better risk control. Furthermore, for the Company, this Loan Agreement can generate
better interest income compared to the placement in time deposits.
This Loan Agreement has been executed by incorporating the same terms and conditions as those
incorporated in transactions made with an unaffiliated party, thus the terms and conditions of the Loan
Agreement 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 signing of loan facility between the Company and KAI, the Company
appointed the Appraiser, i. e. the Office of Public Appraisal Services of Desmar, Susanto, Salman & Rekan
to provide the fairness opinion on the Transaction, based on the quotation no. 0004/2.0142-00/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 Appraiser’s fairness opinion as presented in the Report of Fairness
Opinion number 00043/2.0142-00/BS/02/0177/1/VI/2026 of June 26th, 2026:
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i. Identity of the Parties
The parties are:
1. The Company, as the creditor.
2. KAI, as the borrower.
ii. Object of the Appraisal
The object of the fairness appraisal is the planned loan facility up to US$300,000,000 (three
hundred million rupiahs), which can be withdrawn in US dollar and/or rupiah currency provided
by the Company for KAI.
iii. Purpose of the Appraisal
The purpose and objective of this fairness opinion is to provide the fairness opinion on the
planned Loan Agreement. This fairness opinion report is prepared to fulfil the provision of POJK
42/2020.
iv. Assumptions and Limiting Conditions
1. This fairness opinion is a non-disclaimer opinion.
2. All of the data, statements and information received by the 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 Appraiser has reviewed the documents used in the process of rendering the fairness
opinion.
4. This report of fairness opinion is compiled to fulfill the capital market purposes and the FSA’s
provision and not for tax or other purposes other than the capital market purposes.
5. In conducting the analysis, the 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 was true, complete and not
misleading, and the Appraiser is not responsible for conducting an independent examination
on such information. The 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 Appraiser become incomplete or misleading.
6. The 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 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 this letter.
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 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. This fairness opinion report shall serve as part of the information used for decision making,
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however it is neither binding nor able to be used as the basis of a decision which may lead to
legal implications, because this fairness opinion report was prepared merely based on the
area of discipline and capability of the Appraiser.
10. The amounts were stated in United States dollar currency and/or equivalents on the request
of the assignor.
11. This fairness opinion report is invalid in the absence of the signature of the licensed appraiser
and the Appraiser’s official corporate seal.
12. This fairness opinion report was prepared and intended only for the assignor, in accordance
with the purpose and objective as disclosed in the appraisal report. All materials included in
this appraisal report in parts or in its entirety including those related with the references,
names and professional affiliations of the appraiser are not to be published without the
written consent from the Appraiser.
v. Approaches and Method of Analysis Used
In compiling this Report of Fairness Opinion on this planned Loan Agreement, the Appraiser has
conducted an analysis through the approaches and appraisal procedure on the planned Loan
Agreement that 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 the Transaction
Based on the study and analysis conducted on all associated aspects for determining the positive
impacts of loan facility agreement either qualitatively or quantitatively, the Appraiser is of the
opinion that the planned Loan Agreement is fair.
IV. BOARD OF DIRECTORS’ STATEMENT
The Company’s Board of Directors declares that this Loan Agreement has been made with sufficient
procedure and ensures that the Loan Agreement 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.
V. BOARD OF COMMISSIONERS’ & BOARD OF DIRECTORS’ STATEMENT
The Company’s Board of Commissioners and Board of Directors hereby declare that the Loan Agreement
does not contain any conflict of interest as stipulated by POJK 42/2020.
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 this 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
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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 Transaction can contact:
PT Alamtri Minerals Indonesia Tbk
Cyber 2 Tower, 34th floor
Jl. H.R. Rasuna Said, Blok X-5, No. 13
Jakarta Selatan 12950, Indonesia
Email: corsec@alamtriminerals.id
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Names mentioned 20 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×6
unresolved
org
PT Kalimantan Aluminium Industry Affiliation
p.2
unresolved
org
Salman & Rekan
p.2 ×3
unresolved
org
Rianto & Rekan
p.3
unresolved
org
PT Kalimantan Industrial Park Indonesia
p.3
unresolved
person
Dwi Yulianti
· Notaris
p.4
unresolved
org
Minister of Law and Human Rights
p.4 ×2
unresolved
person
Humberg Lie
· Notaris
p.4 ×9
unresolved
org
Minister of Law
p.4 ×2
unresolved
person
Ir. Mohammad Effendi Independent
p.5
unresolved
org
Ministry of Law and Human Rights
p.5
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12 Sep 2026 21:54
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