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20250414_AADI_Laporan Informasi dan Fakta Material_31875355_lamp2.pdf
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INFORMATION DISCLOSURE ON THE PLAN FOR SHARE BUYBACK OF
PT ADARO ANDALAN INDONESIA TBK (“The Company”)
This Information Disclosure on the plan for share buyback of the Company (“Information Disclosure”) is made
to provide the explanation to the Company’s shareholders on the Company’s plan to buy back its shares which
have been issued and listed on the Indonesia Stock Exchange (“IDX”) by referring to the Financial Services
Authority (FSA) regulation number 29 of 2023 on the Buy-back of Shares Issued by Public Companies (“POJK
29/2023”), FSA regulation number 15/POJK.04/2020 of 2020 on the Plan and Implementation of General
Shareholders’ Meeting of Public Companies (“POJK 15/2020”) and Law number 40 of 2007 on Limited Liability
Companies as amended by Government Regulation in lieu of Law of the Republic of Indonesia number 2 of 2022
on Job Creation as enacted to be a law in accordance with Law number 6 of 2023 on the Stipulation of
Government Regulation in Lieu of Law number 2 of 2022 on Job Creation to be a Law (“UUPT”) (“Company
Share Buyback”).
The Company intends to execute Company Share Buyback on its shares for a maximum amount of
Rp4,000,000,000,000,- (four trillion rupiah). The Company Share Buyback will be executed through IDX and in
stages within a period of no more than 12 (twelve) months as of the approval date of the Company’s General
Meeting of Shareholders.
PT Adaro Andalan Indonesia Tbk
Business activities:
Holding company activities (managing subsidiaries operating in the industries of coal mining, mining services, management
consulting activities, water resources management, power generation, and special cargo transportation services), other
management consultation activities, and operating in the industries of oil palm plantation, plantation of rubber and other latex
producing plants.
Head office:
Cyber 2 Tower Lantai 26
Jl. H.R. Rasuna Said Blok X-5, No.13
Jakarta 12950 – Indonesia
E-mail: corsec@adaroindonesia.com
Website: www.adaroindonesia.com
This Information Disclosure is issued in Jakarta on April 15th, 2025.
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I. INTRODUCTION
This Information Disclosure is made by the Company with regard to its intention to execute Company
Share Buyback on its shares for a maximum amount of Rp4,000,000,000,000,- (four trillion rupiah). The
Company Share Buyback will be executed in accordance with the provisions of POJK 29/2023 juncto
article 37 point (1) of UUPT, in which the number of shares to be repurchased shall neither exceed 10%
(ten percent) of the Company’s issued capital nor result in the Company’s net worth becoming lower
than the issued capital plus statutory reserve that has been set aside.
The Company Share Buyback will be executed through IDX and in stages within a period of no more
than 12 (twelve) months as of the approval date of the Company’s General Meeting of Shareholders to
be held at the Company’s Annual General Meeting of Shareholders (“AGMS”) in accordance with the
applicable laws and regulations in the field of capital market.
This Information Disclosure is made by the Company to fulfil the laws and regulations applicable in the
capital market and to implement the transparency principle of a public company.
II. ESTIMATED SCHEDULE FOR THE COMPANY SHARE BUYBACK EXECUTION
The AGMS will be held on May 22, 2025, and in the event that the agenda on the Company Share
Buyback is approved in the AGMS, the Company Share Buyback can be executed as of May 23, 2025.
The following are the key dates associated with the Company Share Buyback:
1 AGMS announcement to the Company’s shareholders on the April 15th, 2025
websites of IDX, eASY.KSEI, and the Company at
www.adaroindonesia.com
2 Information Disclosure announcement on the Company’s plan April 15th, 2025
on Company Share Buyback on the websites of IDX, eASY.KSEI,
and the Company at www.adaroindonesia.com
3 AGMS invitation to the Company’s shareholders on the April 30th, 2025
websites of IDX, eASY.KSEI, and the Company at
www.adaroindonesia.com
4 AGMS to approve the Company Share Buyback plan May 22nd, 2025
5 Period of the Company Share Buyback 12 months from May 23rd,
2025
6 Announcement of AGMS Minutes Summary May 26th, 2025
In the event that before to the Company Share Buyback period as stated above expires: (i) the fund
allocated by the Company for its Company Share Buyback has been entirely used, (ii) the number of
shares to be repurchased has been achieved, and/or (iii) the Company intends to cease its Company
Share Buyback, the Company will release an information disclosure regarding the termination of the
Company Share Buyback execution in accordance with the applicable laws and regulations in the field
of capital market.
III. EXPLANATION ON THE CONSIDERATION AND RATIONALE FOR THE COMPANY SHARE BUYBACK
The Company’s considerations for conducting the Company Share Buyback are as follows:
• The Company has the opportunity and flexibility to conduct its Company Share Buybacks at any
time based on the market condition, within 12 (twelve) months upon obtaining the Company’s
General Meeting of Shareholders approval on its Company Share Buyback plan.
• The Company Share Buyback plan is expected to increase the liquidity of the Company’s share
trading; hence the Company’s share price is expected to indicate the Company’s fundamental
value.
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• The Company expects that the execution its Company Share Buyback will provide good returns to
the shareholders and strengthen the investors’ confidence so that the Company’s share price can
represent the Company’s actual fundamental condition.
IV. EXPECTATION ON THE DECREASE OF THE COMPANY’S INCOME AS A RESULT OF THE COMPANY SHARE
BUYBACK AND THE IMPACT ON THE COMPANY’S FINANCING COSTS
The Company believes that the Company Share Buyback will not generate any adverse impact on its
performance and income because the currently available profit and cash flows are sufficient to fulfill
the required fund for executing the Company Share Buyback.
V. PRO FORMA OF THE COMPANY’S EARNINGS PER SHARE AFTER THE EXECUTION OF THE PLAN FOR
COMPANY SHARE BUYBACK CONSIDERING INCOME REDUCTION
Under the assumption that the fund used for the Company Share Buyback amounts to
Rp4,000,000,000,000,- (four trillion rupiah), which includes the transaction cost but excludes the
commission fee for securities brokers and other fees incurring from the Company Share Buyback, the
following is the Company’s earnings per share (EPS) pro forma after the execution of the Company
Share Buyback:
(in thousand of United States dollars)
For the Period Ending on December 31st, 2024
Remarks Before Share Buyback Impact After Share Buyback
Total assets 5,992,658 (238,393) 5,754,265
Profit for the period 1,326,736 - 1,326,736
Equity 3,363,482 (238,393) 3,125,089
Basic EPS 0.17126 0.17018
Notes:
• The Company Share Buyback for a maximum amount of Rp4,000,000,000,000,- (four trillion rupiah).
• Exchange rate used is JISDOR as at April 10th, 2025 i.e USD1= Rp16,779,-.
• Securities brokerage commission fees are not included in the projection due to immateriality.
VI. LIMIT IMPOSITION TO SHARE PRICES FOR THE PLAN OF COMPANY SHARE BUYBACK
The Company Share Buyback will be executed through IDX for Company Share Buyback offering prices
lower than or equal to the price of the previously made transactions in accordance with the applicable
regulations.
VII. METHOD FOR COMPANY SHARE BUYBACK
1. The Company Share Buyback will be executed through transactions in the regular market of IDX.
The Company shall appoint 1 (one) securities firm to execute the Company Share Buyback.
2. Any party who is:
a. a commissioner, director, employee, or major shareholder of the Company;
b. an individual who, due to their position or profession or relationship with the Company, is
possible to receive insider information; or
c. any party who within the last 6 (six) months is no longer qualified as the party as specified in
point (a) and (b) above,
is prohibited from conducting any transaction on the Company’s shares on the day intersecting
with the period of Company Share Buyback or the period of sale of shares resulting from the
Company Share Buyback conducted by the Company through IDX in accordance with the applicable
laws and regulations in the field of capital market.
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VIII. MANAGEMENT DISCUSSION AND ANALYSIS ON THE IMPACTS OF THE PLAN FOR THE COMPANY
SHARE BUYBACK ON THE COMPANY’S FUTURE BUSINESS ACTIVITIES AND GROWTH
1. With its currently solid financial position and performance, the Company believes that this
Company Share Buyback will not generate any adverse impact on its future business activities and
growth.
2. In the event that the Company uses up the entire budget for the Company Share Buyback to reach
the maximum amount, its assets and equity will decrease maximum by Rp4,000,000,000,000,-
(four trillion rupiah).
3. The Company expects that the execution of the Company Share Buyback will generate good
returns for the shareholders and strengthen the investors’ confidence so that the Company’s share
price can represent the Company’s actual fundamental condition.
IX. THE SOURCE OF FUND TO BE USED FOR EXECUTING COMPANY SHARE BUYBACK
The fund to be used for executing the Company Share Buyback will be fully covered by the Company’s
internal cash. The use of fund for the Company Share Buyback will not significantly affect the Company’s
financial capability.
X. THE COMPANY’S PLAN FOR THE SHARES TO BE BOUGHT BACK
The Company will transfer the shares acquired from the Company Share Buyback in accordance with
the provisions of POJK 29/2023.
XI. ADDITIONAL INFORMATION
The shareholders who need further information can contact the Company’s Corporate Secretary during
office hours at the following address:
PT Adaro Andalan Indonesia Tbk
Cyber 2 Tower Lantai 26
Jl. H.R. Rasuna Said Blok X-5, No.13
Jakarta 12950 – Indonesia
Telephone: (021) 2553 3065 Faximile: (021) 2553 3066
www.adaroindonesia.com
Attn.: Corporate Secretary
Email: corsec@adaroindonesia.com
* This Information Disclosure is made in Indonesian language version and English languange version. In the event
of any differences between Indonesian language version and English language version, the Indonesian
language version shall prevail.
Names mentioned 3 people and organisations named in the text · linked when the evidence is strong
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Indonesia Stock Exchange
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Financial Services Authority
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