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20260702_PTRO_Laporan Informasi dan Fakta Material_32107837_lamp3.pdf
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DISCLOSURE OF INFORMATION
IN RELATION WITH AFFILIATE TRANSACTION
This Disclosure of Information was created and intended to comply with Financial Services Authority
Regulation Number 42/POJK.04/2020 regarding the Affiliate Transactions and Conflicts of Interest
Transactions.
PT PETROSEA TBK
(“Company” or “PTRO”)
Business Activities:
Construction, Mining and Quarrying, Processing Industry, Trade, Transport and Warehousing,
Information and Communication, Professional, Scientific and Technical Activities, Rental and Leasing
Activities Without Option Rights, Employment as well as Education
Domiciled in West Jakarta, Indonesia
Wisma Barito Pacific Building,
Jl. Let. Jend. S. Parman Kav. 62-63, RT 008/ RW 04,
Slipi Village, Palmerah Sub-district, West Jakarta,
Jakarta 11410, Indonesia
Telp: (62 21) 29770999, Fax: (62 21) 29770988
corporate.secretary@petrosea.com
www.petrosea.com
The information as stated in this Disclosure of Information is important for the Company's
Shareholders to read and pay attention to.
If you have difficulty understanding the information as stated in this Disclosure of Information, you
should consult with a legal advisor, public accountant, financial advisor or other professional.
The Board of Directors and Board of Commissioners of the Company, both individually and mutually,
are fully responsible for the truth and completeness of the information as disclosed in this Disclosure
of Information, and after conducting careful research, confirm that there are no other material
important facts that have not been disclosed or omitted in this Disclosure of Information, thereby
causing the information provided in this disclosure of infromation to be incorrect and/or misleading.
This Disclosure of Information was published in Jakarta on 2 July 2026.
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I. DEFINITIONS
:
“Affiliation” The Parties as defined in Article 22 point 1 of the P2SK Law, namely:
a. family relationships by marriage up to the second degree,
whether horizontally or vertically, namely the relationship of a
person with:
1. husband or wife; the parents of the husband or wife; and the
husband or wife of a child;
2. the grandparents of the husband or wife and the husband
or wife of a grandchild;
3. the siblings of the husband or wife, along with the spouses
of those siblings; or
4. the husband or wife of the person's sibling;
b. family relationships by blood (lineage) up to the second degree,
whether horizontally or vertically, namely the relationship of a
person with:
1. parents and children;
2. grandparents and grandchildren; or
3. the siblings of the person concerned;
c. the relationship between a Party and the employees, directors,
or commissioners of that Party;
d. the relationship between 2 or more companies in which there
is 1 or more members of the Board of Directors, management,
Board of Commissioners, or supervisors who are the same;
e. the relationship between a company and a party, whether
directly or indirectly, in any manner, that controls or is
controlled by the company or such party in determining the
management and/or policies of the company or the said party;
f. the relationship between 2 or more companies that are
controlled, whether directly or indirectly, in determining the
management and/or policies of the companies, by the same
party; or
g. the relationship between the company and its major
shareholder, namely any party that, directly or indirectly, holds
at least 20% of the voting shares of the company.
“CDIA” : PT Chandra Daya Investasi Tbk, a public company duly
incorporated and existing under the laws of the Republic of
Indonesia, having its registered domicile in West Jakarta.
“CIP” : PT Chandra Investa Prima, a public company duly established and
existing under the laws of the Republic of Indonesia, having its
registered office in West Jakarta.
“MUTU” : PT Multi Tambangjaya Utama, a public company duly established
and existing under the laws of the Republic of Indonesia, having its
registered domicile in West Jakarta.
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“Company” : PT Petrosea Tbk.
“POJK 42/2020” : OJK Regulation No. 42/POJK.04/2020 regarding Affiliated
Transactions and Conflicts of Interest Transactions.
“PT” : Limited Liability Company.
“EV” : Electric Vehicle.
“Substation” : Infrastructure facilities in the form of electric vehicle charging
stations used to support the operation of electric vehicles.
“Affiliation Transaction” : A transaction as defined under POJK 42/2020, entered into between
affiliated parties.
II. INTRODUCTION
In connection with the implementation of its coal mining project, the Company intends to enter into a
cooperation arrangement with CIP, a subsidiary of CDIA, to support the Company's mining project
operations at MUTU's mining area located in Ugang Sayu, Gunung Bintang Awai, South Barito
Regency, Central Kalimantan (the "Project Site”),
In connection with the above, the Company plans to lease an electrical substation facility, together with
the related supporting infrastructure, to facilitate the charging of electric vehicles used in the Company's
coal hauling operations at the Project Site. The collaboration between the Company and CIP, a
subsidiary of CDIA, encompasses the provision and/or leasing of the infrastructure necessary to
support the Company's operational activities (the "Transaction”).
The electrical substation facility together with the other supporting infrastructure is required to facilitate
the charging of electric vehicles in order to meet the Company's operational requirements at the Project
Site, as set out in the Electrical Substation Lease Agreement for Electric Vehicle Charging between the
Company and CIP, which is also executed on 30 June 2026 (the "Lease Agreement”).
The Transaction constitutes an Affiliated Transaction as defined under POJK 42/2020, considering that
the Company and CIP are under common control. Accordingly, the Transaction is classified as an
Affiliated Transaction. The Transaction does not constitute a Conflict of Interest Transaction as defined
under POJK 42/2020, nor is it a material transaction. Therefore, the Transaction does not require the
approval of the GMS as contemplated under POJK 42/2020.
In connection with the foregoing, the Board of Directors of the Company hereby publishes this
Disclosure of Information to provide adequate information to the Company's shareholders regarding
the Transaction and to comply with the Company's disclosure obligations pursuant to POJK 42/2020.
III. INFORMATION REGARDING THE TRANSACTION
1. Background, Reasons and Benefits of Transaction
The transaction disclosed in this Information Disclosure is a transaction between the Company
and CIP conducted under a Lease Agreement. This transaction includes the leasing of an
electrical substation facility and other supporting infrastructure required to support the Company’s
operational activities, in particular coal transportation at the Project Site.
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In connection with the Company’s business development, particularly the transformation of its
operations toward the use of electric vehicles in mining activities, the Company requires the
availability of reliable, efficient, and integrated charging infrastructure. This initiative is part of the
Company’s strategy to promote sustainable business practices, including efforts to decarbonize
its operations through the reduction of greenhouse gas emissions and the improvement of energy
efficiency.
The implementation of this Transaction reflects the Company’s commitment to the consistent
application of Environmental, Social, and Governance (ESG) principles in conducting its business
activities, including responsible environmental management, enhanced operational efficiency,
and the creation of long-term value for all stakeholders. In addition, this transaction supports the
Company’s energy transition agenda through the utilization of more environmentally friendly
technologies in its mining operations. This Transaction is also intended to ensure the availability
of adequate and integrated supporting infrastructure to facilitate smooth operations at the Project
Site, while improving the efficiency and reliability of an electric vehicle-based transportation
system.
By carrying out this Transaction, the Company is expected to obtain benefits in the form of the
availability of reliable and sustainable electric vehicle charging infrastructure, improved
operational efficiency, and a tangible contribution to the reduction of greenhouse gas emissions.
Overall, this Transaction is expected to strengthen the Company’s position in implementing
sustainable business practices, while also delivering optimal added value for the Company and
its shareholders. This Transaction is conducted by upholding the principles of fairness, prevailing
business practices, and the implementation of Good Corporate Governance (GCG) principles.
2. Parties Involved in Transaction
The parties to the Transaction are the Company and CIP. The following provides a description
of the parties to the Transaction:
A. Information on the Company
a. Brief History
PTRO (originally established as PT Petro-sea International Indonesia), having its
registered office in West Jakarta, is a limited liability company duly established and
existing under the laws of Indonesia. PTRO was established by Deed of
Establishment No. 75 dated 21 February 1972 before Djojo Muljadi, S.H., Notary in
Jakarta, approved by the Minister of Justice of the Republic of Indonesia under
Decree No. Y.A.5/51/17 dated 30 November 1972, registered at the Central Jakarta
District Court under register book No. 3236 dated 7 December 1972, and published
in the State Gazette of the Republic of Indonesia No. 12 dated 9 February 1973 and
Supplement No. 96 (the “Deed of Establishment of PTRO”).
The articles of association of PTRO, as set forth in the Deed of Establishment, have
been amended several times, most recently by Deed of Statement of Resolution on
Amendment to the Articles of Association of PTRO No. 4 dated 19 May 2025, drawn
up before Shanti Indah Lestari, S.H., M.Kn., Notary in Tangerang Regency, which
(i) was approved by the Minister of Law and Human Rights under Decree No. AHU-
0039444.AH.01.02.Year 2025 dated 18 June 2025, (ii) was notified to and accepted
by the Minister of Law and Human Rights under Receipt No. AHU-AH.01.09-
0299482 dated 18 June 2025, and (iii) has been registered in the Company Register
under No. AHU-0134255.AH.01.11.Year 2025 dated 18 June 2025, whereby the
shareholders of PTRO approved the amendment to Article 1 paragraph (1)
regarding the name and domicile of PTRO (the “Deed No. 4/2025”).
The Deed of Establishment of PTRO and its amendments, including Deed No.
4/2025 of PTRO, are hereinafter collectively referred to as the “Articles of
Association of PTRO”.
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b. Capital Structure and Shareholders Composition
Based on Deed of Statement of Shareholders’ Resolution of PTRO No. 2 dated 16
December 2024, drawn up before Shanti Indah Lestari, S.H., M.Kn., Notary in
Tangerang Regency, which has been notified to and accepted by the Minister of
Law and Human Rights pursuant to the Receipt of Notification of Amendment to the
Articles of Association No. AHU-AH.01.03-0222825 dated 16 December 2024 and
registered in the Company Register under No. AHU-0274599.AH.01.11.Year 2024
dated 16 December 2024, the capital structure and shareholding composition of
PTRO are as follows:
Authorized Capital : Rp201,721,000,000
Issued Capital : Rp 50,430.250000
Paid-up Capital : Rp 50,430,250,000
The authorized capital of PTRO is divided into 40,344,200,000 shares, each with a
nominal value of Rp 5 per share.
Furthermore, based on the Register of Shareholders issued by PT Datindo
Entrycom as the Share Registrar of PTRO, the shareholding composition of PTRO
as of 31 May 2026 is as follows:
Nominal Value: Rp 5 per share
Percentage of
Description Number of Total Nominal Ownership (%)
Shares Value (Rp)
Authorized Capital 40,344,200,000 201,721,000,000
Shareholders
1. KJP 4,571,811,700 22,859,058,500 45.33
2. PT Caraka Reksa 2,465,974,670 12,329,873,350 24.45
Optima
3. Public Shareholding 3,048,263,630 15,241,318,150 30.22
of less than 5%
Issued and Fully Paid-Up 10,086,050,000 50,430,250,000 100.00
Capital
Shares in Treasury 30,258,150,000 151,290,750,000 -
c. Management and Supervision
Based on the Deed of Statement of the Company's Shareholders' Resolution No.
25 dated 9 April 2026, drawn up before Aulia Taufani, S.H., Notary in Jakarta, as
duly notified to the Minister of Law through the Receipt of Notification of Amendment
to the Company's Data No. AHU-AH.01.09-0238019 dated 23 April 2026, the
composition of the Company's Board of Commissioners and Board of Directors is
as follows:
Board of Commissioners
President Commissioner : Osman Sitorus
concurently Independent
Commissioner
Commissioner : Erwin Ciputra
Commissioner : Djauhar Maulidi
Commissioner : Prof. Dr. Ir. Ginandjar Kartasasmita
Commissioner : Drs. Sutanto
Independent Commissioner : Dr. Setia Untung Arimuladi S.H., M.Hum.
Board of Directors
President Director : Michael
Director : Kartika Hendrawan
Director : Ruddy Santoso
Director : Meinar Kusumastuti
Director : Iman Darus Hikhman
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B. Information on CIP
a. Brief History
CIP was established on 20 January 2017 based on Deed of Establishment No. 10,
drawn up before Nanny Wiana Setiawan, S.H., Notary in Jakarta, and has been
approved by the Minister of Law and Human Rights of the Republic of Indonesia (as
amended from time to time, hereinafter referred to as the “MOLHR”) pursuant to
Decree No. AHU-0006951.AH.01.01.Year 2017 dated 13 February 2017.
CIP has amended its articles of association several times. The latest amendment is
set forth in Notarial Deed No. 108 dated 22 October 2025, drawn up before Jose Dima
Satria, S.H., M.Kn., Notary in South Jakarta, which has been approved by MOLHR
pursuant to Decree No. AHU-0071835.AH.01.02.YEAR 2025 and has been notified to
MOLHR pursuant to the Receipt of Notification of Amendment to the Articles of
Association No. AHU-AH.01.03-0245091, both dated 22 October 2025 (the “Articles
of Association of PT CIP”).
b. Capital Structure and Shareholders Composition
The capital structure and shareholding composition of CIP as of the date of this
Disclosure are as follows:
(i) Authorized Capital : Rp335,000,000.000.00
(ii) Issued Capital : Rp305,400,000,000.00
(iii) Paid-up Capital : Rp305,400,000,000.00
The authorized capital of the Company is divided into 335,000 shares, with a par value
of Rp1,000,000 per share.
The shareholding composition of PT CIP is as follows:
Nominal Value: Rp 1,000,000 per share
Number of Percentage of
Description Total Nominal Value
Shares Ownership (%)
(Rp)
(Shares)
Authorized Capital 335,000 335,000,000,000
Shareholders
1. PT Chandra Daya 305,399 305,399,000,000 99.99
Investasi Tbk
2. PT Buana Primatama 1 1,000,000 0.01
Niaga
Issued and Fully Paid-Up 305,400 305,400,000,000 100.00
Capital
Shares in Treasury 29,600 39,600,000,000 -
c. Management and Supervision
Based on the Deed of Statement of Shareholders’ Resolution No. 99 dated 21 April
2025, drawn up before Jose Dima Satria, S.H., M.Kn., Notary in Jakarta, as duly
notified to the Minister of Law through the Receipt of Notification of Amendment to the
Company’s Data No. AHU-AH.01.09-0197337 dated 21 April 2025, the composition of
the Company’s Board of Commissioners and Board of Directors is as follows:
Board of Commissioners
Commissioner : Fransiskus Ruly Aryawan
Board of Directors
Director : Hari Muliadinata Wibowo
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3. Object of the Transaction
The object of the Transaction is the leasing of a power substation and its supporting infrastructure
by CIP to PTRO.
4. Value of the Transaction
The transaction value under the Lease Agreement amounts to Rp 185,600,000,000 (one
hundred eighty-five billion six hundred million Rupiah) per month, or equivalent to Rp
2,220,000,000,000 (two trillion two hundred twenty billion Rupiah) for the duration of the Lease
Agreement.
5. Term
The term of this Lease Agreement shall commence on the date of signing until the expiry of the
lease period, whereby the lease shall commence from the handover date and continue for a
period of 10 (ten) years.
6. Affiliated Relationship between the Parties to the Transaction
The Company, CDIA, and its subsidiary CIP are affiliated parties as referred to in Article 1 of
POJK 42/2020 due to the existence of a common ultimate beneficial owner among the Company,
CDIA, and CIP, both directly and indirectly, namely Mr. Prajogo Pangestu, as illustrated in the
following diagram:
IV. INDEPENDENT PARTY APPOINTED IN THE TRANSACTION
In relation to the above Transaction, the Company has appointed the following independent party:
KJPP Suwendho Rinaldy & Rekan, an independent public appraiser, to conduct a fairness assessment
of the Transaction, prepare a summary report outlining the analysis and indicative valuation results,
and provide an opinion on the fairness of the Transaction value.
Address : Komplek Kalibata Indah Blok K16-17, Jl. Rawajati Timur, Pancoran,
South Jakarta, 12750
Telephone : +62 (21) 7970913 / 799-4521
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V. SUMMARY OF THE VALUATION REPORT AND FAIRNESS OPINION ON THE
TRANSACTION FROM THE INDEPENDENT APPRAISER
The Company has appointed an independent appraiser registered with OJK, namely KJPP SRR, as an
independent party to provide a fairness opinion on the Proposed Transaction.
KJPP SRR, which holds a business license from the Ministry of Finance No. 1056/KM.1/2009 dated 20
August 2009 and is registered as a Capital Market Supporting Professional with OJK under the Capital
Market Supporting Professional Registration Certificate No. KEP-666/KS.13/2026 dated 8 June 2026
(Property and Business Appraiser), has been appointed by the Company as an independent appraiser
to provide a fairness opinion on the Proposed Transaction.
The following is a summary of the fairness opinion report No. 00302/2.0059-02/BS/02/0242/1/VI/2026
dated 29 June 2026 prepared by KJPP SRR (the “Fairness Opinion”).
a. The Transacting Parties
The parties involved in the Transaction are:
- PTRO, acting as the lessee of the Substation from CIP.
- CIP, acting as the lessor of the Substation to PTRO.
b. Object of the Fairness Opinion Transaction
The object of the Substation Lease Plan is PTRO’s plan to lease a Substation from CIP, with a
Substation lease fee of Rp 1,850 million per month, which will become effective upon delivery of
the Substation by CIP to PTRO and will continue for a period of 10 years.
c. Purpose of the Fairness Opinion
The purpose of preparing the Fairness Opinion is to provide an assessment of the fairness of the
Transaction. The objective of preparing the Fairness Opinion is to comply with POJK No. 42/2020.
d. Assumptions and Limiting Conditions
The assumptions and limiting conditions used in this Fairness Opinion report are as follows:
i. The Fairness Opinion is a non-disclaimer opinion report.
ii. KJPP SRR has reviewed the documents used in the preparation process of the Fairness
Opinion.
iii. The data and information obtained were sourced from parties deemed reliable for their
accuracy.
iv. The analysis in the preparation of the Fairness Opinion was conducted using adjusted
financial projections that reflect the reasonableness of the financial projections prepared
by the Company’s management, taking into account their achievability (fiduciary duty).
v. KJPP SRR is responsible for the preparation of the Fairness Opinion and the
reasonableness of the financial projections.
vi. The Fairness Opinion is a report that is open to the public, except for confidential
information that may affect the Company’s operations.
vii. KJPP SRR is responsible for the Fairness Opinion and the conclusion of the Fairness
Opinion.
viii. KJPP SRR has obtained information regarding the terms and conditions of the
agreements related to the Transaction from the Company.
The Fairness Opinion was prepared based on market conditions and economic conditions,
general business conditions, and financial conditions, as well as Government regulations as of
the effective date of the Fairness Opinion.
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In preparing the Fairness Opinion, we also applied several other assumptions, such as the
fulfillment of all conditions and obligations of the Company and all parties involved in the
Transaction, the execution of the Transaction in accordance with the procedures and within the
timeline stipulated in the documents related to the Transaction, and other related matters as
informed by the Company’s management, particularly in relation to the fulfillment of the
Company’s obligations as stipulated in the relevant transaction documents. We also assume that
from the date of the Transaction up to the date of issuance of the Fairness Opinion, there have
been no changes that materially affect the assumptions used in the preparation of the Fairness
Opinion.
e. Transaction Valuation Approach and Procedures
In evaluating the fairness of the Transaction, KJPP SRR has performed the following:
● Qualitative and Quantitative Analysis of the Transaction
The qualitative and quantitative analysis of the Transaction is conducted through a review of
the relevant industry to provide a general overview of industry performance developments,
an analysis of PTRO’s operational activities and business prospects, the rationale for entering
into the Transaction, as well as the benefits and disadvantages of the Transaction. It also
includes an analysis of PTRO’s historical financial performance based on the Company’s
consolidated financial statements for the years ended 31 December 2025, 31 December
2024, 31 December 2023, 31 December 2022, and 31 December 2021, which have been
audited by LRXR. Furthermore, SRR also performs an analysis of the Asset’s projected
financial statements, pro forma financial statements, and incremental analysis of the
Transaction. Upon the Transaction becoming effective, it is expected based on PTRO’s
consolidated financial projections to improve the Company’s consolidated financial
performance and add value for all PTRO shareholders.
● Analysis of the Fairness of the Transaction
Based on the fairness analysis of the Transaction that has been conducted, including the
analysis of the Transaction’s impact, it is concluded that the Proposed Transaction is
expected to provide benefits to PTRO’s shareholders.
f. Conclusion
Based on the fairness analysis of the Transaction conducted, KJPP SRR is of the opinion that
the Transaction is fair.
VI. STATEMENT OF THE BOARD OF COMMISSIONERS AND
THE BOARD OF DIRECTORS OF THE COMPANY
The Board of Commissioners and the Board of Directors of the Company hereby declare that all
information in relation to the Transaction has been disclosed, whereby (i) the Transaction does not
contain any Conflict of Interest as defined under POJK 42/2020; and (iii) all material information has
been disclosed in this Disclosure and such information is not misleading.
The Board of Directors of the Company further states that the Transaction has been conducted in
accordance with the Company’s internal procedures as required under POJK 42/2020, to ensure that
the Transaction has been carried out in compliance with applicable laws and regulations as well as
generally accepted business practices.
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VII. ADDITIONAL INFORMATION
Should shareholders require further information regarding the Transaction, they may contact the
Company at:
PT PETROSEA TBK
Gedung Wisma Barito Pacific,
Jl. Let. Jend. S. Parman Kav. 62-63, RT 008/ RW 04,
Slipi Village, Palmerah Sub-district, West Jakarta,
Jakarta 11410, Indonesia
Telp: (62 21) 29770999, Fax: (62 21) 29770988
corporate.secretary@petrosea.com
www.petrosea.com
u.p.: Corporate Secretary
2 July 2026
Yours faithfully,
The Board of Directors of the Company
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Names mentioned 37 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1
unresolved
org
PT Chandra Investa Prima
p.2
unresolved
org
PT Multi Tambangjaya Utama
p.2
unresolved
org
PT Petro-sea International Indonesia
p.4
unresolved
person
Djojo Muljadi
· Notaris
p.4
unresolved
org
Minister of Justice
p.4
unresolved
org
Central Jakarta District Court
p.4
unresolved
person
Shanti Indah Lestari
· Notaris
p.4 ×3
unresolved
org
Minister of Law and Human Rights
p.4 ×4
unresolved
org
PT Datindo Entrycom
p.5
unresolved
org
PT Caraka Reksa
p.5
unresolved
person
Aulia Taufani
· Notaris
p.5
unresolved
org
Minister of Law
p.5 ×2
unresolved
person
Prof. Dr. Ir. Ginandjar Kartasasmita
p.5
unresolved
person
Drs. Sutanto Independent
p.5
unresolved
person
Nanny Wiana Setiawan
· Notaris
p.6
unresolved
person
Jose Dima Satria
· Notaris
p.6 ×3
unresolved
org
PT CIP
p.6 ×2
unresolved
org
PT Chandra Daya
p.6
unresolved
org
PT Buana Primatama
p.6
unresolved
org
KJPP Suwendho Rinaldy & Rekan
p.7
unresolved
org
KJPP Suwendho Rinaldy
p.7
unresolved
org
KJPP SRR
p.8 ×9
unresolved
org
Ministry of Finance
p.8
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
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12 Sep 2026 21:54
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