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20260702_PTRO_Laporan Informasi dan Fakta Material_32107811_lamp3.pdf
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DISCLOSURE OF INFORMATION
IN RELATION WITH MATERIAL TRANSACTION AND AFFILIATE TRANSACTION
This Disclosure of Information was created and intended to comply with POJK No. 17/2020 (as
described below) and POJK No. 42/2020 (as described below).
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
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.: 021-29770999, Fax: 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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DEFINITIONS
“Affiliation” : A Party as referred to in Article 22 paragraph (1) of Law
No. 4 of 2023 on the Development and Strengthening of the
Financial Sector, as most recently amended by Law No. 4 of
2026, 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.
“SAA” : Securities Administration Agency.
“Conflict of Interest” : A difference between the economic interests of a public
company and the personal economic interests of a member
of the board of directors, a member of the board of
commissioners, a major shareholder, or a controller, which
may be detrimental to the public company concerned.
“Transaction Documents” : Deed of Acquisition No. 168 dated 30 June 2026, drawn up
before Humberg Lie, S.H., S.E., M.Kn., a Notary in North
Jakarta.
“PAF” : Public Accounting Firm
“KJP” : PT Kreasi Jasa Persada.
“KJPP” : Public Appraisal Firm.
“KMS” : PT Kemilau Mulia Sakti.
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“Minister of Law” atau “Minister : Minister of Law of the Republic of Indonesia or the Minister
of Law and Human Rights” of Law and Human Rights of the Republic of Indonesia.
“OJK” : Financial Services Authority.
“Controller” : A party, either directly or indirectly:
a. owns more than 50% (fifty percent) of the shares of a
public company with voting rights that have been fully
paid-up; or
b. has the ability to determine, whether directly or
indirectly, by any means whatsoever, the management
and/or policies of a public company.
“Company” : PT Petrosea Tbk.
“POJK No. 17/2020” : OJK Regulation Number 17/POJK.04/2020 regarding
Material Transactions and Changes in Main Business
Activities.
“POJK No. 42/2020” : OJK Regulation Number 42/POJK.04/2020 regarding
Affiliate Transactions and Conflicts of Interest Transactions.
“SINI” : PT Singaraja Putra Tbk.
“Affiliate Transaction” : Any activity and/or transaction conducted 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, a member of the board of commissioners, a major
shareholder, or a Controller, including any activity and/or
transaction conducted 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, a
member of the board of commissioners, a major
shareholder, or a Controller.
“Conflict of Interest Transaction” : Any transaction conducted by a public company or a
controlled company with any party, whether an Affiliate or a
non-Affiliate, which involves a Conflict of Interest.
“Material Transaction” : Any transaction conducted by a public company or a
controlled company that meets the value threshold as
stipulated under POJK No. 17/2020.
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EXECUTIVE SUMMARY
The information set out in this Information Disclosure has been prepared to comply with the Company's
obligations under the provisions on Material Transactions as stipulated in POJK No. 17/2020 and
Affiliated Party Transactions as stipulated in POJK No. 42/2020, in connection with the sale and
purchase of 507,380,875 shares of the Company, representing 99.995% of KMS's issued and paid-up
capital, by SINI pursuant to the Transaction Documents (the "Transaction"). The Transaction value
amounts to Rp1,730,400,000,000 (“Transaction Value”).
The Transaction Value shall be paid by SINI to the Company as follows: (a) Rp1,512,000,000,000 shall
be paid in cash using proceeds from the implementation of SINI's Limited Public Offering I with Pre-
Emptive Rights ("PMHMETD I"); and (b) Rp218,400,000,000, plus interest at a rate of 7.5% per annum
(calculated from the date of execution of the Transaction Documents) and shall be paid in installments
using SINI's internal cash resources no later than 31 December 2028.
The Transaction constitutes a Material Transaction because, based on the Company's consolidated
financial statements for the financial year ended 31 December 2025, which were audited by Liana
Ramon Xenia & Rekan PAF ("LRXR"), an independent auditor, pursuant to Independent Auditor's
Report No. 00036/2.1460/AU.1/02/1428-4/1/III/2026 dated 2 March 2026, the Transaction Value
exceeds the threshold for a Material Transaction as stipulated under Article 3 paragraph (1) of POJK
No. 17/2020. However, the Transaction does not constitute a Material Transaction requiring approval
from the GMS, as its value does not exceed 50% of the Company's equity, in accordance with Article 3
paragraph (1) in conjunction with Article 6 paragraph (1) letter (d) point 3 of POJK No. 17/2020.
Furthermore, the Transaction is also an Affiliate Transaction as it is conducted by SINI (as the
purchaser) and the Company (as the seller), whereby the Company is an Affiliate of one of SINI’s
controllers, in accordance with Article 1 paragraph (3) of POJK No. 42/2020. However, the Transaction
does not constitute a Conflict of Interest Transaction as there is no divergence between the Company’s
economic interests and the personal economic interests of any member of the Board of Directors,
member of the Board of Commissioners, or major shareholder of the Company that may be detrimental
to the Company, as referred to in POJK No. 42/2020.
Pursuant to Article 33 letter a of POJK No. 17/2020 and Article 24 paragraph (1) of POJK No. 42/2020,
in the event that a Material Transaction also constitutes an Affiliate Transaction, the Company is only
required to comply with the provisions set out under POJK No. 17/2020. Accordingly, the Company will
comply with the provisions as stipulated under POJK No. 17/2020.
DESCRIPTION OF THE TRANSACTION
A. DESCRIPTION OF THE TRANSACTION
A.1. Object of the Transaction
507,380,875 shares, or equivalent to 99.995% of the shares in KMS owned by the Company.
A.2. Transaction Value
The value of the Transaction is Rp1,730,400,000,000.
The Transaction Value shall be paid by SINI to the Company as follows:
(a) Rp1,512,000,000,000 shall be paid in cash using proceeds from the implementation of SINI's
PMHMETD I; and (b) Rp218,400,000,000, plus interest at a rate of 7.5% per annum (calculated
from the date of execution of the Transaction Documents) and shall be paid in installments using
SINI's internal cash resources no later than 31 December 2028
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A.3. Information on the Parties to the Transaction
1. The Company – as the Seller
a. Brief History
The Company (initially established under the name PT Petro Sea International
Indonesia), domiciled in West Jakarta, is a limited liability company established
under and governed by the laws of Indonesia. The Company was established based
on Deed of Establishment No. 75 dated 21 February 1972, drawn up before Djojo
Muljadi, S.H., Notary in Jakarta, which was approved under the Decree of the
Minister of Justice of the Republic of Indonesia No. Y.A.5/51/17 dated 30 November
1972, and 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 in the Supplement to the State
Gazette of the Republic of Indonesia No. 96 (“Deed of Establishment of the
Company”).
The Company’s articles of association as contained in the Deed of Establishment
have been amended from time to time, with the latest amendment as set out in the
Deed of Statement of Resolution of Amendment to the Articles of Association No. 4
dated 19 May 2025, drawn up before Shanti Indah Lestari, S.H., M.Kn., Notary in
Tangerang Regency, which has (i) obtained approval from the Minister of Law under
Decree No. AHU-0039444.AH.01.02.Year 2025 dated 18 June 2025 and (ii) been
notified to and accepted by the Minister of Law under the Acknowledgement of
Company Data Amendment Notification Letter No. AHU-AH.01.09-0299482 dated
18 June 2025, and has been registered in the Company Register No. AHU-
0134255.AH.01.11.Year 2025 dated 18 June 2025 (“Deed No. 4/2025 of the
Company”).
The Deed of Establishment of the Company, together with all amendments thereto,
including Deed No. 4/2025 of the Company, shall hereinafter be collectively referred
to as “Articles of Association of the Company”.
b. Purpose and Objectives and Business Activities
Pursuant to Article 3 of the Company’s Articles of Association, the purposes and
objectives as well as the business activities of the Company are to engage in
business in the fields of construction; mining and quarrying; manufacturing; trading;
transportation and warehousing; information and communication; professional,
scientific and technical activities; rental and leasing activities without option rights;
employment activities; and education.
The business activities actually carried out by the Company are Other Mining and
Quarrying Support Activities (KBLI 09900), Repair of Machinery for Special
Purposes (KBLI 33122), Construction of Other Buildings (KBLI 41019), Road Civil
Construction (KBLI 42101), Construction of Bridges, Flyovers and Underpasses
(KBLI 42102), Construction of Non-Fishing Port Facilities (KBLI 42912), Oil and Gas
Civil Construction (KBLI 42915), Construction of Civil Structures for Chemical,
Petrochemical, Pharmaceutical and Other Industrial Processing Facilities (KBLI
42923), Other Construction Installations Not Elsewhere Classified (KBLI 43299),
Sea Port Service Activities (KBLI 52221), Other Management Consulting Activities
(KBLI 70209), Rental and Leasing Activities Without Option Rights of Mining and
Energy Machinery and Equipment (KBLI 77395), Human Resource Provision and
Human Resource Management Functions (KBLI 78300), and Private Technical Job
Training (KBLI 78421).
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c. Capital Structure and Shareholding Composition
Based on the Deed of Statement of Resolutions of the Company’s Meeting 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 pursuant to the Acknowledgement of Amendment to the Articles of Association
Notification Letter 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 Company’s capital structure is as follows:
Authorized Capital : Rp201,721,000,000
Issued Capital : Rp 50,430,250,000
Paid-up Capital : Rp 50,430,250,000
The authorized capital of the Company is divided into 40,344,200,000 shares, each
having a nominal value of Rp5 per share.
Furthermore, based on the Shareholders Register of the Company issued by PT
Datindo Entrycom in its capacity as the Company’s SAA, the shareholding
composition of the Company as of 31 May 2026 was as follows:
Nominal Value of Rp 5 per share
Percentage of
Description Total Nominal Ownership
Number of
Value (%)
Shares
(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
below 5%
Issued and Fully Paid-up 10,086,050,000 50,430,250,000 100.00
Capital
Shares in Portfolio 30,258,150,000 151,290,750,000 -
d. 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 Board of Commissioners and the Board of Directors of the
Company 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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2. SINI – as the Purchaser
a. Brief History
SINI, domiciled in Bekasi Regency, is a limited liability company established under
and governed by the laws of the Republic of Indonesia. SINI was established based
on Deed of Establishment No. 52 dated 23 September 2005, drawn up before Sri
Herawati Anwar Effendi, S.H., Notary in Bekasi Regency (Level II Region) in
Lemahabang, which was approved by the Minister of Law and Human Rights under
Decree No. C-32305 HT.01.01.Th.2005 dated 6 December 2005, and registered in
the Company Register at the Company Registration Office of Bekasi Regency under
No. 035/BH.10.07/I/2006 dated 11 January 2006, and published in the State
Gazette of the Republic of Indonesia No. 7 dated 24 January 2006 and in the
Supplement to the State Gazette of the Republic of Indonesia No. 952 (“Deed of
Establishment of SINI”).
SINI’s articles of association as contained in the Deed of Establishment have been
amended from time to time, with the latest amendment as set out in the Deed of
Statement of Resolutions of the Meeting of SINI No. 287 dated 26 May 2026, drawn
up before Christina Dwi Utami, S.H., M.Hum., M.Kn., Notary in West Jakarta, which
has obtained approval from the Minister of Law under Decree No. AHU-
0035487.AH.01.02.Year 2026 dated 3 June 2026 (“Deed No. 287/2026 of SINI”).
The Deed of Establishment of SINI, together with all amendments thereto, including
Deed No. 287/2026 of SINI, shall hereinafter be collectively referred to as the
“Articles of Association of SINI”.
b. Purpose and Objectives and Business Activities
Pursuant to Article 3 of SINI’s Articles of Association, the purposes and objectives
as well as the business activities of SINI are to engage in business in the field of
holding company activities and other short-term accommodation provision activities.
The business activities actually carried out by SINI are holding company activities
and other short-term accommodation provision activities.
c. Capital Structure and Shareholding Composition
Based on Deed No. 287/2026 of SINI, the capital structure of SINI is as follows:
Authorized Capital : Rp 300,000,000,000
Issued Capital : Rp 48,100,000,000
Paid-up Capital : Rp 48,100,000,000
The authorized capital of SINI is divided into 3,000,000,000 shares, each with a
nominal value of Rp100 per share.
Furthermore, based on the Shareholders Register of SINI issued by PT Adimitra
Jasa Korpora in its capacity as SINI’s SAA, the shareholding composition of SINI as
of 31 May 2026 is as follows:
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Nominal Value: Rp 100 per share
Percentage of
Total Nominal
Description Number of Ownership
Value
Shares (%)
(Rp)
Authorized Capital 3,000,000,000 300,000,000,000
Issued and Fully Paid-up Capital:
1. PT Autum Prima Indonesia 144,300,000 14,430,000,000 30.00
2. Batubara Development 74,530,000 7,453,000,000 15.49
Pte. Ltd.
3. Hapsoro 43,290,000 4,329,000,000 9.00
4. KJP 94,940,000 9,494,000,000 19.74
5. Public 123,940,000 12,394,000,000 25.77
Issued and Fully Paid-up 481,000,000 48,100,000,000 100.00
Capital
Shares in Portfolio 2,519,000,000 251,900,000,000 -
d. Management and Supervision
Based on the Deed of Statement of Meeting Resolutions No. 286 dated 26 May
2026, drawn up before Christina Dwi Utami, S.H., M.Hum., M.Kn., Notary in West
Jakarta, which has been notified to and accepted by the Minister of Law pursuant to
the Acknowledgement of Company Data Amendment Notification Letter No. AHU-
AH.01.09-0303282 dated 29 May 2026, and has been registered in the Company
Register under No. AHU-0119693.AH.01.11.Year 2026 dated 29 May 2026, the
composition of the Board of Commissioners and the Board of Directors of the
Company is as follows:
Board of Commissioners
President Commissioner : Winston Pardamean Simanjuntak
Komisaris : Brian Randing
Komisaris Independen : Hamid Awaluddin
Board of Directors
President Director : Amir Antolis
Director : Novraym Vianus Keriahenta Meliala
3. KMS – as the Transaction Object
a. Brief History
KMS, domiciled in West Jakarta, is a limited liability company established under the
laws of Indonesia. KMS was established based on Deed of Establishment No. 37
dated 19 December 2007, drawn up before Merry Susanti Siaril, S.H., Notary in
Jakarta, which was approved by the Minister of Law and Human Rights under
Decree No. AHU-04408.AH.01.01.Year 2008 dated 29 January 2008, and registered
in the Company Register under No. AHU-0006644.AH.01.09.Year 2008 dated 29
January 2008, and published in the State Gazette of the Republic of Indonesia No.
29 dated 9 April 2009 and in the Supplement to the State Gazette of the Republic of
Indonesia No. 10005 (“Deed of Establishment of KMS”).
KMS’s articles of association as contained in the Deed of Establishment have been
amended from time to time, with the latest amendment as set out in the Deed of
Statement of Resolutions of the Shareholders of KMS No. 45 dated 22 December
2025, drawn up before Ungke Mulawanti, S.H., M.Kn., Notary in East Jakarta City,
which has been notified to and accepted by the Minister of Law pursuant to the
Acknowledgement of Amendment to the Articles of Association Notification Letter
No. AHU-AH.01.03-0257995 dated 24 December 2025 and registered in the
Company Register under No. AHU-0291431.AH.01.11.Year 2025 dated 24
December 2025, whereby the shareholders of KMS approved the increase of KMS’s
issued and paid-up capital (“Deed No. 45/2025 of KMS”).
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The Deed of Establishment of KMS, together with all amendments thereto, including
Deed No. 45/2025 of KMS, shall hereinafter be collectively referred to as the
“Articles of Association of KMS”.
The Deed of Establishment of KMS and all amendments thereto, including KMS
Deed No. 45/2025, are hereinafter collectively referred to as the "Articles of
Association of KMS”.
b. Purpose and Objectives as well as Business Activities
Pursuant to Article 3 of KMS’s Articles of Association, the purposes and objectives
as well as the business activities of KMS are to engage in business in the fields of
financial and insurance activities; holding company activities; professional, scientific
and technical activities; other management consulting activities; and mining and
quarrying activities (coal mining).
The business activity actually carried out by KMS is Holding Company Activities
(KBLI 64200).
c. Capital Structure and Shareholding Composition
Based on Deed No. 45/2025 of KMS, the capital structure and shareholding
composition of KMS are as follows:
Nominal Value: Rp 1,000 per share Percentage of
Description Number of Shares Total Nominal Ownership
(Shares) Value (Rp) (%)
Authorized Capital 1.122.457.500 1.122.457.500.000
Shareholders
1. PTRO 507.380.875 507.380.875.000 99,995
2. PT Karya Bhumi 25.000 25.000.000 0,005
Lestari
Issued and Fully Paid- 507.405.875 507.405.875.000 100,00
up Capital
Shares in Portfolio 615.051.625 615.051.625.000 -
d. Management and Supervision
Based on the Deed of Statement of Shareholders’ Resolution of KMS No. 59 dated
29 February 2024, drawn up before Ungke Mulawanti, S.H., M.Kn., Notary in Bekasi
Regency, which has been notified to and accepted by the Minister of Law and
Human Rights pursuant to the Acknowledgement of Company Data Notification
Letter No. AHU-AH.01.09-0091260 dated 4 March 2024, and has been registered
in the Company Register under No. AHU-0046618.AH.01.11.Year 2024 dated 4
March 2024, the composition of the Board of Commissioners and the Board of
Directors of KMS is as follows:
Board of Commissioners
President Commissioner : Michael
Commissioner : Kartika Hendrawan
Commissioner : Meinar Kusumastuti
Board of Directors
President Director : Daniel JR Lopez Laurente
Director : Joko Suratmo
Director : Haryanto Ginting
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e. Financial Position
A summary of KMS’s financial position based on PTRO’s consolidated financial
statements for the year ended 31 December 2025 is as follows:
Financial Position
31 December 2025 31 December 2024
(in Rp)
Asset
Cash and Cash Equivalents 163,093,695,444 109,983,848,693
Current Assets Other than Cash
281,401,541,519 208,626,374,237
and Cash Equivalents
Non-Current Assets 790,729,158,758 422,811,753,443
Total Assets 1,235,224,395,721 741,421,976,373
Liabilities
Current Liabilities 677,820,710,147 382,969,087,597
Non-Current Liabilities 206,054,299,027 137,875,885,058
Total Liabilities 883,875,009,174 520,844,972,655
Share Capital 507.405,875,000 280,614,375,000
Equity other than share capital
(156,056,488,453) (60,037,371,282)
and additional paid-in capital
Total Equity 351,349,386,547 220,577,003,718
Total Liabilities and Equity 1,235,224,395,721 741,421,976,373
B. NATURE OF THE AFFILIATION RELATIONSHIP
The Company and SINI do not have an Affiliation relationship as defined under POJK No.
42/2020; however, the Company has an Affiliation relationship with one of SINI’s controllers,
namely Hapsoro, who is also an indirect major shareholder of the Company.
Pursuant to Article 1 paragraph (3) of POJK No. 42/2020, if a public company conducts a
transaction with an Affiliate of its controller, such transaction is classified as an Affiliate
Transaction. In view of the Affiliation relationship between the Company (as the seller in the
Transaction) and Hapsoro, who is a controller of SINI, this Transaction constitutes an Affiliate
Transaction.
EXPLANATION, CONSIDERATIONS AND REASONS FOR THE TRANSACTION AND ITS
IMPACT ON THE COMPANY’S FINANCIAL CONDITION
A. EXPLANATION, CONSIDERATIONS AND REASONS FOR THE TRANSACTION
The transfer of the Company's 99.995% equity interest in KMS to SINI was carried out as part of
the Company's strategic initiative to optimize and reinforce its focus on its core business, while
improving operational efficiency and optimizing resource allocation to support the Company's
long-term sustainable growth.
In relation to the implementation of the Transaction, the Company has obtained an independent
appraisal opinion from KJPP Suwendho Rinaldy & Rekan, which states that the market value of
99.995% of KMS shares is Rp.1,712,185 million, which is used as a reference in determining the
transaction value. The transaction value of Rp.1,730,400,000,000 reflects a fair value and is in
line with the results of the said independent valuation.
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Having considered all of the foregoing factors, including the results of the independent valuation
and the fairness opinion concluding that the Transaction is fair, the Board of Directors of the
Company is of the opinion that the implementation of the Transaction is appropriate and
consistent with the Company's development plan.
B. IMPACT OF THE TRANSACTION ON THE COMPANY’S FINANCIAL CONDITION
The table below presents a summary of the financial condition of the Company and its
subsidiaries as of 31 December 2025, before and after the completion of the Transaction.
PT PETROSEA Tbk DAN ENTITAS ANAK
PROFORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
DESEMBER 31, 2025
Proforma
Historical Consolidated
Consolidated Statement of
Statement of Proforma Financial Position
Financial Position Adjustment After Adjustment
US$ '000 US$ '000
ASSETS
CURRENT ASSETS
Cash and cash equivalents 72,032 2,367 74,399
Restricted cash in banks 26,540 - 26,540
Other financial assets 32,316 - 32,316
Trade accounts receivable
Related parties 69,790 20,573 90,363
Third parties 195,922 (4,932) 190,990
Other accounts receivable
Related parties - 280 280
Third parties 8,696 (779) 7,917
Inventories 20,783 (315) 20,468
Contract assets 63,737 - 63,737
Prepaid taxes 45,227 (6,382) 38,845
Claims for tax refund 1,667 (1,667) -
Prepaid expenses 5,753 (636) 5,117
Other current assets 16,412 (965) 15,447
Total Current Assets 558,875 7,544 566,419
NON-CURRENT ASSETS
Restricted cash in banks 4,719 (4,364) 355
Other accounts receivable
Related parties - 13,080 13,080
Third parties 12,806 - 12,806
Prepaid taxes 11,532 (1,936) 9,596
Claims for tax refund 23,867 - 23,867
Mining properties 4,420 (4,420) -
Property, plant and equipment 730,345 (17,319) 713,026
Right-of-use assets 41,425 (27) 41,398
Goodwill 21,395 (18,987) 2,408
Intangible assets - net 134,250 (74,053) 60,197
Deferred tax asset 2,435 - 2,435
Investments in associates 13,262 75,941 89,203
Other non-current assets 23,552 (18,377) 5,175
Total Non-current Assets 1,024,008 (50,462) 973,546
TOTAL ASSETS 1,582,883 (42,918) 1,539,965
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Proforma
Historical Consolidated
Consolidated Statement of
Statement of Proforma Financial Position
Financial Position Adjustment After Adjustment
US$ '000 US$ '000
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Bank loans 33,572 - 33,572
Trade accounts payable
Related parties 6,574 191 6,765
Third parties 277,067 (18,168) 258,899
Other accounts payable - third parties 13,026 - 13,026
Dividends payable 953 - 953
Taxes payable 7,593 (393) 7,200
Accrued expenses 16,550 (197) 16,353
Contract liabilities 21,256 - 21,256
Current maturities of long-term
liabilities:
Lease liabilities 13,412 (28) 13,384
Long-term loans - third parties 47,871 (643) 47,228
Bonds payable 400 - 400
Sukuk ijarah payable 194 - 194
Total Current Liabilities 438,468 (19,238) 419,230
NON-CURRENT LIABILITIES
Long-term liabilities - net of current
maturities:
Lease liabilities 24,116 - 24,116
Long-term loans - third parties 557,210 (10,757) 546,453
Bonds payable 115,540 - 115,540
Sukuk ijarah payable 57,239 - 57,239
Employee benefits obligation 33,750 (322) 33,428
Deferred tax liabilities 42,346 (16,429) 25,917
Other long-term liabilities 6,756 (940) 5,816
Total Non-current Liabilities 836,957 (28,448) 808,509
Total Liabilities 1,275,425 (47,686) 1,227,739
EQUITY
Capital stock - Rp 5 par value per share
Authorized - 4,034,420,000 shares
Subscribed and paid-up -
10,086,050,000 shares
as of December 31, 2025 33,438 - 33,438
Additional paid-in capital 1,840 - 1,840
Other comprehensive income (10,281) - (10,281)
Retained earnings
Appropriated 1,475 - 1,475
Unappropriated 236,051 4,768 240,819
Equity attributable to
owners of the Company 262,523 4,768 267,291
Non-controlling interests 44,935 - 44,935
Total Equity 307,458 4,768 312,226
TOTAL LIABILITIES AND EQUITY 1,582,883 (42,918) 1,539,965
12
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PT PETROSEA Tbk DAN ENTITAS ANAK
PROFORMA CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
DESEMBER 31, 2025
Proforma Consoildated
Historical Consoildated Statement of
Statement of Profit or Loss and
Profit or Loss and Other Comprehensive
Other Comprehensive Proforma Income
Income Adjustment After adjustment
US$ '000 US$ '000
REVENUES 886,459 - 886,459
DIRECT COSTS (774,234) - (774,234)
GROSS PROFIT 112,225 - 112,225
Selling and administration expenses (44,757) - (44,757)
Interest expenses and finance charges (55,699) - (55,699)
Interest income 2,706 - 2,706
Final tax expense (9,742) - (9,742)
Other gains and losses - net 34,545 4,768 39,313
Total (72,947) 4,768 (68,179)
PROFIT BEFORE TAX 39,278 4,768 44,046
INCOME TAX EXPENSE - NET (4,272) - (4,272)
NET PROFIT FOR THE YEAR 35,006 4,768 39,774
OTHER COMPREHENSIVE INCOME (LOSS) -
NET OF TAX
Item that will not be reclassified subsequently
to profit or loss:
Remeasurement of defined benefits
obligation - net of tax (1,136) - (1,136)
Items that may be reclassified subsequently
to profit or loss:
Exchange differences on foreign currency
currency translation adjustment (4,020) - (4,020)
Total other comprehensive loss
for the year - net of tax (5,156) - (5,156)
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR 29,850 4,768 34,618
PROFIT ATTRIBUTABLE TO:
Owners of the Company 28,808 4,768 33,576
Non-controlling interests 6,198 - 6,198
Net profit for the year 35,006 4,768 39,774
TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Owners of the Company 23,652 4,768 28,420
Non-controlling interests 6,198 - 6,198
Total comprehensive income for the year 29,850 4,768 34,618
13
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SUMMARY OF THE INDEPENDENT APPRAISER’S REPORT ON THE FAIRNESS
OF THE TRANSACTION
The Company has appointed an independent appraiser registered with OJK, namely KJPP SRR, to
issue an opinion on the market value of the Company's 99.995% shareholding in KMS and to provide
a fairness opinion in relation to the Transaction.
KJPP SRR, a licensed public appraisal firm holding Business License No. 2.09.0059 pursuant to the
Decree of the Minister of Finance No. 1056/KM.1/2009 dated 20 August 2009, and registered as a
capital market supporting professional services firm with OJK under OJK Capital Market Supporting
Professional Registration Certificate No. KEP-666/KS.13/2026 dated 08 June 2026 (property &
business valuation), was appointed by the Company's management to determine the market value of
99.995% shares in KMS and to provide a fairness opinion on the Transaction, pursuant to engagement
letter No. 260112.001/SRR-JK/SPN-ABF/PTRO/OR dated 12 January 2026, which has been approved
by the Company's management.
A. SUMMARY OF THE VALUATION REPORT
The following is a summary of the Valuation Report on the 99.995% equity interest in KMS based
on Valuation Report No. 00180/2.0059-02/BS/02/0242/1/IV/2026 dated 10 April 2026.
1. Parties to the Transaction
The parties involved in the Transaction are the Company and SINI.
2. Object of the Valuation
The object of this valuation is the KMS Shares, representing a 99.995% shares in KMS.
3. Effective Valuation Date
The market value in this valuation has been determined as of 31 December 2025. This date
was selected based on the purpose and objective of the valuation, as well as the financial
information of KMS received by KJPP SRR. Such financial information consists of the
consolidated financial statements of KMS for the year ended 31 December 2025, which were
audited by PAF LRXR, and which form the basis of this valuation.
4. Purpose and Objective of the Valuation
The purpose of the valuation of the KMS Shares is to provide an opinion on the market value,
as of 31 December 2025, of the KMS Shares, expressed in Indonesian Rupiah.
The objective of the valuation is to provide an overview of the market value of the KMS
Shares, which will subsequently be used to provide information to the management of PTRO
as a reference in the execution of the Transaction.
5. Assumptions and Limiting Conditions
The assumptions and limiting conditions used in this valuation are as follows:
• The valuation report on the KMS Shares is a non-disclaimer opinion report.
• KJPP SRR has reviewed the documents used in the valuation process of the KMS
Shares.
• The data and information used in the valuation of the KMS Shares were obtained from
reliable sources.
• KJPP SRR is responsible for the preparation of the valuation report on the KMS Shares.
14
Page 15
• The valuation report on the KMS Shares is open to the public, except for any confidential
information that may affect the operations of KMS.
• KJPP SRR is responsible for the valuation report on the KMS Shares and the final value
conclusion.
• KJPP SRR has obtained information regarding the legal status of the KMS Shares from
KMS.
6. Valuation Approaches and Methods
The valuation approach used in the valuation of the KMS Shares is the asset-based
approach, using the adjusted net asset method.
The asset-based approach using the adjusted net asset method was applied in the valuation
of the KMS Shares because, at the time of the valuation, KMS was an investment company
holding an investment in CEP.
To obtain an indication of the value of the KMS Shares, a valuation of the shares in CEP was
first conducted. The valuation approaches used in the valuation of CEP Shares were the
income-based approach, using the discounted cash flow (DCF) method, and the asset-based
approach, using the adjusted net asset method.
Subsequently, the values obtained from each approach were reconciled by applying
weighting to arrive at the concluded value of the CEP Shares.
7. Valuation Conclusion
Based on the analysis of all data and information received by KJPP SRR and taking into
consideration all relevant factors affecting the valuation, it is the opinion of KJPP SRR that
the market value of the 99.995% shares in KMS as of 31 December 2025 is Rp.1,712,185
million.
B. SUMMARY OF THE FAIRNESS OPINION REPORT ON THE TRANSACTION
The following is a summary of the Fairness Opinion Report on the Transaction based on Report
No. 00303/2.0059-02/BS/02/0242/1/VI/2026 dated 30 June 2026.
1. Parties to the Transaction
The parties involved in the Transaction are the Company and SINI.
2. Object of the Fairness Opinion Transaction
The object of the transaction in the fairness opinion is the transaction in which the Company
has divested 507,380,875 shares or representing 99.995% of KMS, to SINI at a transaction
value of Rp.1,730.40 billion.
3. Purpose and Objective of the Fairness Opinion
The purpose of the preparation of the Fairness Opinion is to provide an overview of the
fairness of the Transaction. The objective of preparing the Fairness Opinion is to comply
POJK No. 42/2020 and POJK No. 17/2020.
4. Assumptions and Limiting Conditions
The assumptions and limiting conditions used in this valuation are as follows:
• The Fairness Opinion is a non-disclaimer opinion report.
15
Page 16
• KJPP SRR has reviewed the documents used in the preparation process of the Fairness
Opinion.
• The data and information obtained were sourced from parties considered reliable in
terms of their accuracy.
• 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, as well as their achievability.
• KJPP SRR is responsible for the preparation of the Fairness Opinion and for the
reasonableness of the financial projections.
• The Fairness Opinion is a public report, except for any confidential information that may
affect the Company’s operations.
• KJPP SRR is responsible for the Fairness Opinion and the conclusion of the Fairness
Opinion.
• KJPP SRR has obtained information on the terms and conditions of the agreements
related to the Transaction from the Company.
5. Approach and Procedures for the Fairness Opinion on the Transaction
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 was conducted by reviewing the
relevant industry to provide an overview of industry performance developments, analyzing
the Company's operational activities and business prospects, the rationale for the
Transaction, the benefits and risks of the Transaction, as well as analyzing the Company'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 were audited by LRXR.
Furthermore, KJPP SRR also performed an analysis of the pro forma statements and an
incremental analysis of the Transaction, whereby after the Transaction becomes effective,
based on the Company’s consolidated financial projections, it is expected to improve the
Company’s consolidated financial performance and provide added value to all of the
Company’s shareholders.
Analysis of the Fairness of the Transaction
Based on the fairness analysis of the Transaction conducted, including the analysis of price
fairness and the analysis of the Transaction’s impact, it is concluded that the price determined
in the Transaction is fair as the Transaction price is 1.06% higher than the market value of
KMS shares, meanwhile, the impact analysis concludes that the Transaction is expected to
provide benefits to the Company’s shareholders.
6. Conclusion of the Fairness Opinion
Based on the fairness analysis of the Transaction conducted, KJPP SRR is of the opinion
that the Transaction is fair.
16
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STATEMENT OF THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS
OF THE COMPANY
In connection with the Transaction, the Board of Directors and the Board of Commissioners of the
Company hereby state:
1. That the Transaction constitutes a Material Transaction as referred to in POJK No. 17/2020 and
also an Affiliate Transaction as referred to in POJK No. 42/2020, but does not constitute a Conflict
of Interest Transaction as defined under POJK No. 42/2020; and
2. The Board of Directors and the Board of Commissioners of the Company are fully responsible
for the accuracy of all information contained in this Information Disclosure to the shareholders
and hereby confirm that, after having carefully reviewed the available information, they state that,
to the best of the knowledge and belief of the Board of Directors and the Board of Commissioners
of the Company, all material information disclosed in this Information Disclosure is not misleading.
ADDITIONAL INFORMATION
If the Company’s 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.: 021-29770999, Fax: 29770988
corporate.secretary@petrosea.com
www.petrosea.com
2 July 2026
Board of Directors of the Company
17
Names mentioned 46 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Humberg Lie
· Notaris
p.2
unresolved
org
PT Kemilau Mulia Sakti.
p.2
unresolved
org
Minister of Law
p.3 ×10
unresolved
org
Financial Services Authority
p.3
unresolved
org
SINI's Limited
p.4
unresolved
org
Liana Ramon Xenia & Rekan
p.4
unresolved
org
PT Petro Sea International Indonesia
p.5
unresolved
person
Djojo Muljadi
· Notaris
p.5
unresolved
org
Minister of Justice
p.5
unresolved
org
Central Jakarta District Court
p.5
unresolved
person
Shanti Indah Lestari
· Notaris
p.5 ×3
unresolved
org
PT Datindo Entrycom
p.6
unresolved
org
PT Caraka Reksa
p.6
unresolved
person
Aulia Taufani
· Notaris
p.6
unresolved
person
Prof. Dr. Ir. Ginandjar Kartasasmita
p.6
unresolved
person
Drs. Sutanto Independent
p.6
unresolved
person
Sri Herawati Anwar Effendi
· Notaris
p.7
unresolved
org
Minister of Law and Human Rights
p.7 ×2
unresolved
person
Christina Dwi Utami
· Notaris
p.7 ×3
unresolved
org
PT Adimitra Jasa Korpora
p.7
unresolved
org
Pte. Ltd.
p.8
unresolved
person
Merry Susanti Siaril
· Notaris
p.8
unresolved
person
Ungke Mulawanti
· Notaris
p.8 ×3
unresolved
org
PT Karya Bhumi
p.9
unresolved
org
KJPP Suwendho Rinaldy & Rekan
p.10
unresolved
org
KJPP Suwendho Rinaldy
p.10
unresolved
org
KJPP SRR
p.14 ×15
unresolved
org
Minister of Finance
p.14
unresolved
org
KJPP SRR. Such
p.14
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
3819 ms
12 Sep 2026 21:54
Raw output
{'appraiser_exempt': None,
'appraiser_name': '',
'assets': [],
'currency': None,
'fact_type': '',
'issuer_name': '',
'kind': 'MATERIAL_FACT',
'kjpp_name': '',
'letter_number': '',
'object_text': '',
'object_truncated': False,
'parties': [],
'pct_of_equity': None,
'reference_period': '',
'requires_rups': None,
'rups_date': None,
'ticker': '',
'transaction_date': None,
'valuation_date': None,
'value': None}