Back to announcement
20260629_BUMI_Informasi Transaksi Afiliasi_32105691_lamp2.pdf
Asset transaction Needs review BUMISource file signed link, expires in 15 minutes
Extracted text 16
Page 1
DISCLOSURE OF INFORMATION TO SHAREHOLDERS OF
PT BUMI RESOURCES TBK (“COMPANY”) FOR THE PURPOSES OF AFFILIATE TRANSACTION
THE INFORMATION AS CONTAINED HEREIN IS IMPORTANT FOR THE COMPANY'S
SHAREHOLDERS TO READ AND OBSERVE.
THIS INFORMATION DISCLOSURE IS PREPARED IN RELATION TO AN AFFILIATE
TRANSACTION BETWEEN THE COMPANY AND PT BUMI RESOURCES MINERALS TBK IN ORDER
TO COMPLY WITH THE PROVISIONS OF POJK NO. 42/2020 (AS DEFINED BELOW).
IF YOU EXPERIENCE DIFFICULTY UNDERSTANDING THIS INFORMATION TO SHAREHOLDERS
OR HAVE DOUBTS IN MAKING A DECISION, YOU SHOULD CONSULT WITH A SECURITIES
DEALER, INVESTMENT MANAGER, LEGAL CONSULTANT, ACCOUNTANT OR OTHER
PROFESSIONAL ADVISORS.
PT BUMI RESOURCES Tbk
BUSINESS ACTIVITIES
Engaged in wholesale trading, other management consulting activities, and parent company activities in
coal and mineral mining
HEAD OFFICE:
Bakrie Tower, Lantai 12 - Rasuna Epicentrum
Jl. H.R. Rasuna Said - Jakarta 12940 – Indonesia
Telepon: (62-21) 5794 – 2080
Faksimili: (62-21) 5794 – 2070
Situsweb: www.bumiresources.com
E-mail: corsec@bumiresources.com
THE BOARD OF COMMISSIONERS AND THE DIRECTORS OF THE COMPANY DECLARE THAT THE
INFORMATION DISCLOSED HEREIN IS TRUE AND NO UNDISCLOSED MATERIAL FACTS MAY CAUSE
THE MATERIAL INFORMATION HEREIN TO BE INCORRECT AND/OR MISLEADING
This Information Disclosure is published in Jakarta on June 29, 2026.
Page 2
DEFINITIONS AND ABBREVIATIONS
Affiliate : A party as defined in Article 22 point 1 of the P2SK Law (Law on the
Development and Strengthening of the Financial Sector):
a. family relationship due to marriage up to the second degree, both
horizontally and vertically, namely the relationship between a
person and:
1. husband or wife; parents of husband or wife and husband or
wife of children;
2. grandfather and grandmother of husband or wife and
husband or wife of grandchildren;
3. the husband or wife's sibling and the husband or wife of the
sibling concerned; or
4. husband or wife of the sibling of the person concerned;
b. family relationship due to descent up to the second degree, both
horizontally and vertically, namely the relationship between a
person and:
1. parents and children;
2. grandfather and grandmother, as well as grandchildren;
3. siblings of the person concerned;
c. relationship between the person and an employee, a director, or
a commissioner of the person concerned;
d. relationship between 2 (two) or more companies who share one
or more of the same members on their Directors or Board of
Commissioners;
e. relationship between a company and a party, whether direct or
indirect, whereby, in any manner, the company or the party
controls or is controlled by the other in determining the
management and/or policies of the company or the party
concerned;
f. relationship between two or more controlled companies, whether
direct or indirect, in which the same party determines the
management and/or policies of the companies; or
g. relationship between the company and its major shareholders,
namely those who, directly or indirectly, hold at least 20% of the
company’s voting shares of the company.
2
Page 3
Share Purchase Deed or Share Purchase Deed No. 293 dated June 25, 2026 drawn up before
AJB Jose Dima Satria, S.H. M.Kn. Notary of South Jakarta in respect of CPM
share sale transaction between the Company and BRMS.
Public Accountant : Public Accounting Firm Amir Abadi Jusuf, Aryanto, Mawar & Rekan, as
independent auditor who perform the audit of Financal Statements.
IDX : The Indonesia Stock Exchange.
Securities : PT Ficomindo Buana Registrar, being the securities administration
Administration Bureau bureau who manages the Compnay’s securities.
Conflict of Interest : The difference between the economic interests of a public company
and the personal economic interests of the members of directors, the
members of board of commissioners, the major shareholders or the
controlling shareholders which could be detrimental to the public
company in question.
BRMS : PT Bumi Resources Minerals Tbk, domiciled in South Jakarta, a limited
liability company duly incorporated under the laws of the Republic of
Indonesia.
CPM : PT Citra Palu Minerals, domiciled in South Jakarta, a limited liability
company duly incorporated under the laws of the Republic of
Indonesia.
Board of : The company organ tasked with carrying out general and/or specific
Commissioners supervision in accordance with the articles of association and providing
advice to the Directors.
Directors : The company organ that has authority and full responsibility over the
management of the company for the benefit of the company, in
accordance with the purpose and objectives of the company and
represents the company, both inside and outside the court in
accordance with the provisions of the articles of association.
DPS : List of Shareholders.
Business Days : Monday to Friday, except national holidays designated by the
government of the Republic of Indonesia or normal working days
designated by the government of the Republic of Indonesia as holidays
and on which banks are open for business in Indonesia.
Disclosure of : This Information Disclosure communicated to the Company's
Information Shareholders in order to fulfill the OJK Regulation No. 42/2020.
KJPP SRR : Public Appraisal Services Office of Suwendho Renaldy & Rekan, an
OJK-registered appraiser who has been appointed by the Company to
assess the fair value and/or fairness of the Transaction.
Financial Statements : The Company's Consolidated Financial Statements for the period
ended December 31, 2025, having been audited by a Public
Accountant, with the opinion that the consolidated financial statements
have fairly presented in all material respects, the consolidated financial
position of the Group as of December 31, 2025, as well as its
consolidated financial performance and cash flows for the year then
ended, in accordance with the Indonesian Financial Accounting
Standards.
Fairness Opinion : Fairness Opinion Report on Transaction No. 00289/2.0059-
Report 02/BS/02/0242/1/VI/2026 dated 24 June 2026 prepared by
3
Page 4
Independent Appraiser containing a fairness opinion on the
Transaction.
Appraisal Report : Appraisal Report on 3.03% of CPM’s shares No. 00288/2.0059-
02/BS/02/0242/1/VI/2026 dated June 23, 2026 prepared by an
Independent Appraiser containing the valuation of the market value of
3.03% of CPM’s shares.
Menkum or : Minister of Law of the Republic of Indonesi (formerly referred to as
Menkumham Minister of Law and Human Rights of the Republic of Indonesia).
Object of Appraisal : The Object of Appraisal described in the Appraisal Report prepared by
the Independent Appraiser, namely the market value of USD9,056,800
or equivalent to Rp151,991,223,923.
OJK : Financial Services Authority.
Company’s : The Company's shareholders whose names are registered in the
Shareholders Company's shareholder list issued by Securities Administration Bureau.
Independent Appraiser : KJPP SRR as an official Public Appraisal Services Office by virtue of the
Decree of the Minister of Finance No. 1056/KM.1/2009 dated August
20, 2009 and registered as a capital market supporting professional
services office at the OJK with the Capital Market Supporting
Professional Registration Certificate from the OJK No. STTD.PPB-
05/PJ-1/PM.02/2023 dated June 8, 2023 (Property and Business
Appraiser).
Company or BUMI : PT Bumi Resources Tbk, a public limited company whose shares are
listed on the IDX, duly incorporated and validly existing under the laws
of the Republic of Indonesia, and domiciled in South Jakarta,
Indonesia.
POJK No. 17/2020 : OJK Regulation No. 17/POJK.04/2020 on Material Transactions and
Changes of Business Activities
POJK No. 35/2020 : OJK Regulation No. 35/POJK.04/2020 on Valuers and Presentation of
Business Valuation Reports in the Capital Markets.
POJK No. 42/2020 : OJK Regulation No. 42/POJK.04/2020 on Affiliate Transactions and
Conflict-of-Interest Transactions.
Transaction : Sale of CPM shares owned by the Company to BRMS amounting to:
(i) 24,999 series A shares;
(ii) 927,236 series C shares;
or equivalent to 3.03% of CPM’s total issued and paid-in capital.
Affiliate Transaction : Any activity and/or transaction carried out by a public company or
controlled company with an Affiliate of the public company or an
Affiliate of a member of the Directors, a member of the Board of
Commissioners, a major shareholder, or a controlling shareholder,
including any activity and/or transaction carried out by a public
company or controlled company for the benefit of an Affiliate of the
public company or an Affiliate of a member of the Directors, a member
of the Board of Commissioners, a major shareholder, or a controlling
shareholder.
Conflict of Interest : Any Transactions carried out by a public company or a controlled
Transaction company with any parties, whether affiliated or non-affiliated, that
bear a conflict of interest.
4
Page 5
USD : The current legal tender/official currency of the United States.
DEFINISIDEF
INTRODUCTION
This Information Disclosure contains information pertaining to the Transaction, as detailed herein.
This Information Disclosure is prepared in compliance with the provisions of POJK No. 42/2020, which
requires the Company to disclose information regarding certain Affiliated Transactions conducted by the
Company.
This Information Disclosure contains information on the signing of a Sale & Purchase Deed (AJB) between
the Company and BRMS, whereby the Company intends to transfer to BRMS its right and ownership of
24,999 Series A shares and 927,236 Series C shares, equivalent to 3.0302% of CPM’s total issued and paid-
in capital.
Pursuant to Article 1 point 3 of POJK No. 42/2020, this Transaction constitutes an Affiliated Transaction
between the Company and its affiliates given the fact the Transaction is conducted by the Company and
BRMS, which in this case, is a susbisiary of the Company with a direct ownership stake of 20.09% as the
buyer. Therefore, the Company is required to follow the procedures as referred to in Article 3 and part of
Article 4 of POJK No.42/2020.
The transaction does not constitute a material transaction to the Company as defined in POJK No. 17/2020,
as the value of the transaction is less than 20% of the Company's equity. Furthermore, the transaction
does not pose a risk of disrupting the Company's business continuity. Therefore, the Company is not
required to follow the procedures as set out in Article 4 paragraph (1) point (d) of POJK No.42/2020. The
Company is only required to:
1. engage an Independent Appraiser to determine the fair value of the Transaction object and/or the
fairness of the Transaction;
2. announce the Information Disclosure regarding this Transaction to the public no later than 2
business days after the Transaction date; and
3. submit the Information Disclosure regarding this Transaction to the OJK no later than 2 business
days after the Transaction date.
In connection with the Affiliated Transaction, the Company has appointed KJPP SRR as an independent
appraiser to conduct the valuation of CPM’s shares and render an opinion on the fairness of the Affiliated
Transaction.
In accordance with Article 3 of POJK No. 42/2020, the Company has complied with adequate procedures
to ensure that the Transaction is conducted in accordance with generally accepted business practices.
Based on statements from the Company’s Directors and Board of Commissioners, the Transaction bears no
conflict of interest as defined in POJK No. 42/2020.
5
Page 6
DESCRIPTIONS OF TRANSACTION
A. Date of Transaction
June 25, 2026.
B. Object of Transaction
The sale of 24,999 Series A shares and 927,236 Series C shares, equivalent to 3.0302% of CPM’s total
issued and paid-in capital.
C. Value of Transaction
The transaction value is USD9,200,000 (nine million two hundred thousand U.S. dollars) which has
taken into account the share valuation report from the Independent Appraiser.
D. Parties Conducting Transaction
1. The Company
Brief History
The Company was established pursuant to Deed of Incorporation No. 130, dated June 26, 1973,
as amended by Deed of Amendment to the Articles of Association No. 103, dated November 28,
1973, both of which were drawn up before Djoeko Soepadmo, S.H., a Notary of Surabaya, having
been raftified pursuant to Decree of the Minister of Justice of the Republic of Indonesia No.
Y.A.5/433/12 dated December 12, 1973, and were registered with the Surabaya District Court in
Register No. 1824/1973, dated December 27, 1973, and published in the State Gazette of the
Republic of Indonesia No. 1 dated January 2, 1974, Supplement to the State Gazette of the Republic
of Indonesia No. 7/1974.
The Company’s Articles of Association have been amended several times, most recently as
amended by the Deed of Meeting Resolution No.62 dated June 19, 2026, drawn up before Humberg
Lie, S.H., S.E., M.Kn., a notary of North Jakarta.
The Company is headquartered at Bakrie Tower, 12th Floor, Rasuna Epicentrum Complex, Jl. H.R.
Rasuna Said, Karet Kuningan, Setiabudi, DKI Jakarta 12940 – Indonesia, Phone: +62 (21) 5794
2080, Fax: +62 (21) 5794 2070.
Purpose and Objectives
Wholesale trade, other management consulting activities and parent company activities.
Capital Structure and Shareholder Composition
BUMI’s capital structure as of the date of this Information Disclosure is as follows:
Authorized capital : Rp38,750,000,000,000
Issued capital : Rp30,589,866,903,750
Paid-in capital : Rp30,589,866,903,750
6
Page 7
The Company's authorized capital consists of:
a. 20,773,400,000 Series A shares with a nominal value of Rp500 per share;
b. 53,501,346,007 Series B shares with a nominal value of Rp100 per share; and
c. 460,263,307,986 Series C shares with a nominal value of Rp50 per share.
The Company’s shareholding structure, based on the Company’s list of shareholders as of
May 29, 2026, is as follows:
Nonimal Value
Series A Rp500,- / share
Ownership
Series B Rp100,- / share
Shareholders Percentage
Series C Rp50,- / share
(%)
Number of Shares Nominal Value
(shares ) (Rupiah)
Authorized Capital 534,538,053,993 38,750,000,000,000
Series A 20,773,400,000 10,386,700,000,000
Series B 53,501,346,007 5,350,134,600,700
Series C 460,263,307,986 23,013,165,399,300
Issued and Fully Paid-
in Capital:
1. Mach Energy 170,000,000,000 8,500,000,000,000 45.781
(Hongkong) Limited
2. Public ownership 201,335,392,068 data not available 54.219
below 5%
Total Issued and Fully 371,335,392,068 30,589,866,903,750 100.00
Paid-in Capital
Unissued Shares 163,202,661,925 8,140,133,096,250 -
Composition of Directors and Board of Commissioners
The composition of the Company’s Directors and Board of Commissioners, as set forth in the Deed
of Meeting Resolution No.61 dated June 19, 2026, is as follows:
Directors:
President Director : Adika Nuraga Bakrie
Vice President Director : Agoes Projosasmito
Director : Nalinkant Amratlal Rathod
Director : Adrian Wicaksono
Director : Phiong Phillipus Darma
Director : Eddy Sanusi
Director : R.A. Sri Dharmayanti
Director : Andrew Christopher Beckham
Director : Maringan M. Ido Hotna Hutabarat
Director : Rio Supin
7
Page 8
Director : Himawan Setiadi
Director : Christopher Fong
Director : Donny Iskandar Maramis
Board of Commissoners:
President Commissioner and : Sharif Cicip Sutardjo
Independent Commissioner
Independent Commissioner : Drs. Kanaka Puradiredja
Independent Commissioner : Y.A. Didik Cahyanto
Independent Commissioner : Anggawira
Commissioner : Drs. Anton Setianto Soedarsono
Commissioner : Adhika Andrayudha Bakrie
2. BRMS
Brief History
BRMS was established under the name PT Panorama Timur Abadi pursuant to Deed of Limited
Liability Company No. 3 dated August 6, 2003, drawn up before Syafrudin, S.H., a notary of Jakarta,
and was duly ratified by the Minister of Justice of the Republic of Indonesia pursuant to Decree
No. C-29705HT.01.01.TH. 2003 dated December 22, 2003, and was registered with the South
Jakarta District Court under No. 178/BH09.03/II/2004 on February 3, 2004, and announced in the
State Gazette of the Republic of Indonesia No. 23 dated March 19, 2004, Supplement to the State
Gazette of the Republic of Indonesia No. 2878.
The Articles of Association of BRMS have been amended several times, most recently as amended
pursuant to the Deed of the Meeting’s Resolution on Amendments to the Articles of Association of
BRMS No. 178 dated April 30, 2025, drawn up before Jose Dima Satria, S.H., M.Kn., a Notary Public
of Jakarta, having been notified to the Minister of Law and Human Rights via the Approval Letter
of Amendments to the Articles of Association No. AHU-0031441.AH.01.02.Year 2025 dated May
15, 2025, and registered in the Company Register No. AHU-0105898.AH.01.11.Year 2025 dated
May 15, 2025.
BRMS is headquartered at Bakrie Tower, 6th & 10th Floors, Kompleks Rasuna Epicentrum Jl. H.R.
Rasuna Said, Kuningan Jakarta 12940 – Indonesia, Telepon: +62 (21) 5794 5698, Fax: +62 (21)
5794 5687.
Purpose and Objectives
The Company currently operates as a holding company engaged in head office activities (KBLI
70100), other management consulting activities (KBLI 70209), other professional, scientific, and
technical activities e.c. (KBLI 74909), and wholesale trade on a fee or contract basis (KBLI 46100),
through the supervision and management of subsidiaries involved in the exploration and
development of mineral resource mining. Under its Articles of Association, the Company’s purpose
and objectives are to engage in professional, scientific, and technical activities, as well as wholesale
trade.
8
Page 9
Capital Structure and Shareholder Composition
Capital structure of BRMS as of the date of this Information Disclosure is as follows:
Authorized Capital : Rp35,000,000,000,000
Issued Capital : Rp21,792,038,637,200
Paid-in Capital : Rp21,792,038,637,200
The Company’s Authorized Capital consists of:
a. 25,570,150,644 Series A shares with a nominal value of Rp625 per share; and
b. 380,373,116,950 Series B shares with a nominal value of Rp50 per share.
Shareholding composition of BRMS is as follows:
No. Shareholders Total Shares %
1. Emirates Tarian Global Ventures SPC 35,592,738,434 25.10
2. Sugiman Halim 10,568,888,888 7.45
3. PT Bumi Resources Tbk 28,490,231,967 20.09
4. Public 67,132,181,049 47.36
Total 141,784,040,338 100
Composition of Directors and Board of Commissioners
The composition of the Directors and Board of Commissioners of BRMS based on the Deed of
Declaration of the BRMS Meeting Resolution No. 109 dated April 25, 2024, drawn up before Jose
Dima Satria, S.H., M.Kn., a Notary of South Jakarta, having obtained the Acknowledgment Letter
of Notification of Changes to Company Data No. AHU-AH.01.09-0178797 dated May 3, 2024, and
registered in the Company Register No. AHU-0085780.AH.01.11.Year 2024 dated May 3, 2024, is
as follows:
Directors:
President Director : Agoes Projosasmito
Director : Adhika Andrayudha Bakrie
Director : Adika Aryasthana Bakrie
Director : Adrian Wicaksono
Director : Fuad Helmy
Director : Muhammad Sulthon
Director : Herwin Wahyu Hidayat
Director : Charles Daniel Gobel
Board of Commissioners:
President Commissioner : Adika Nuraga Bakrie
Independent Commissioner : Drs. Kanaka Puradiredja
9
Page 10
Independent Commissioner : Gories Mere
Commissioner : Nalinkant Amratlal Rathod
Commissioner : Teguh Boentoro
3. CPM
Brief History
CPM was established pursuant to its Deed of Incorporation of Limited Liability Company No. 23
dated April 11, 1997, drawn up before Sulami Mustafa, S.H., a Notary Public of Jakarta, and has
been duly issued the legal entity status since April 24, 1997, pursuant to Decision Letter No. C2-
3005. HT.01.01.TH.97, which was registered with the South Jakarta Municipal Company
Registration Office under No. 788/BH.09.03/V/97 dated July 1, 1997, and announced in the State
Gazette of the Republic of Indonesia No. 52 dated July 1, 1997, Supplement to the State Gazette
of the Republic of Indonesia No. 2556.
CPM’s Articles of Association have been amended several times, most recently as amended
pursuant to the Deed of Declaration of Shareholders’ Resolution on the Amendment of CPM’s
Articles of Association No. 119 dated July 25, 2023, drawn up before Jose Dima Satria, S.H., M.Kn.,
a notary of Jakarta, and notified to the Minister of Law and Human Rights pursuant to the Letter
of Acknowledgment of Notification of Amendments to the Articles of Association No. AHU-AH.01.03-
0096648 dated July 25, 2023, and registered in the Company Register under No. AHU-
0141417.AH.01.11. Year 2023, dated July 25, 2023.
CPM is headquartered at Bakrie Tower, 6th & 10th Floors, Kompleks Rasuna Epicentrum Jl. H.R.
Rasuna Said, Setiabudi Jakarta Selatan 12940 – Indonesia, Telepon: +62 (21) 5793 5698.
Purpose and Objectives
CPM currently engages in gold and silver mining (KBLI 07301), specialized telecommunications
activities for internal use (KBLI 61992), and the wholesale trade of metals and metal ores (KBLI
46620). The purpose and objectives, as set forth in DPM’s Articles of Association, are to conduct
business in the field of mineral mining within the Contract of Work area approved by the
Government of Indonesia.
Capital Structure and Shareholder Composition
Capital Structure of CPM as of the date of this Information Disclosure is as follows:
Authorized capital : Rp709,487,000,000
Issued capital : Rp430,424,425,000
Paid-in capital : Rp430,424,425,000
CPM’s Authorized Capital consists of:
a. 100,000 Series A shares with a nominal value of Rp8,600 per share;
b. 1,400,000 Series B shares with a nominal value of Rp10,145 per share; and
c. 50,000,000 Series C shares with a nominal value of Rp13,901 per share.
10
Page 11
The shareholding structure of CPM as of the date of this Information Disclosure is as set forth in
the Deed of Declaration of Shareholders' Resolutions No. 292 dated June 25, 2026, drawn up
before Jose Dima Satria, S.H., M.Kn., Notary in South Jakarta, for which the acknowledgement of
notification has been obtained from the Minister of Law under acknowledgment of notification
No. AHU-AH.01.09-0354887 dated June 26, 2026 , as follows:
Nominal
No. Shareholders Series Value Per Total Shares %
Share (Rp)
A 2,340 99,999
PT Bumi Resources Minerals
1. B 10,145 1,400,000 99.9999
Tbk
C 13,901 29,925,000
PT Internasional Minerals
2. A 2,340 1 0.0001
Cakrabuana
Total 100
Composition of Directors and Board of Commissioners
The composition of CPM’s Directors and Board of Commissioners based on CPM Shareholders’
Resolution Deed No. 119 dated April 17, 2026, drawn up before Jose Dima Satria, S.H., M.Kn., a
notary of Jakarta, having been notified to and received by the Minister of Law and Human Rights
pursuant to the Receipt Letter of Notification of Changes to Company Data No. AHU-AH.01.09-
0221652 dated April 20, 2026, and registered in the Company Register No. AHU-
0085067.AH.01.11. of 2026 dated April 20, 2026, is as follows:
Directors
President Director : R. Damar Kusumanto
Director : Agus Sitindaon
Director : Charles Daniel Gobel
Director : Yan Adriansyah
Board of Commissioners:
President Commissioner : Adika Aryasthana Bakrie
Commissioner : Agoes Projosasmito
Commissioner : Adrian Wicaksono
Commissioner : Adika Nuraga Bakrie
Commissioner : Wisnu Wahyudin Pettalolo
E. Nature of the Affiliated Relationship of the Parties Condcucting Transaction with Company
The Company and BRMS are affiliated parties given the fact that BRMS is a subsidiary of the Company,
in which the Company holds 20.09% stake.
11
Page 12
F. The Impact of the Transaction on the Company’s Financial Condition, as well as the
Considerations and Rationale for Entering into the Transaction
The Transaction has no potential to disrupt the Company's business continuity; therefore, its execution
will not have a significant impact on the Company's financial condition or business continuity.
This Transaction is conducted because the Company is prioritizing the development of newly acquired
assets and in order for BRM to manage and develop CPM with greater focus.
G. Independent Appraiser appointed in the Transaction
The Independent Appraiser involved in the Transaction and appointed by the Company is KJPP SRR,
tasked with providing a Valuation Report and a Fairness Opinion Report on the Transaction.
SUMMARY OF INDEPENDENT APPRAISER’S REPORT ON THE FAIRNESS OF THE
TRANSACTION
KJPP
KJPP SRR
SRR as
as aa registered
registered Public
Public Appraisal
Appraisal Service
Service Firm
Firm pursuant
pursuant to
to Decree
Decree of
of Finance
Finance Minister
Minister No.
No.
1056/KM.1/2009 dated August 20, 2009, and is registered as a capital market support services firm
1056/KM.1/2009 dated August 20, 2009, and is registered as a capital market support services firm withwith
the OJK
the OJK under
under Capital
Capital Market
Market Support
Support Services
Services Registration
RegistrationCertificate
CertificateNo.
No.STTD.
STTD.PPB-05/PJ-1/PM.02/2023
PPB-05/PJ-1/PM.02/2023
dated
dated June
June 8,
8, 2023
2023 (Property
(Property and
and Business
Business Appraiser),
Appraiser), has
has been
beenappointed
appointedby
bythe
theCompany’s
Company’smanagement
management
to determine
to determine the
the market
market value
value of
of the
the 3.03%
3.03% stake
stake in CPM and
in CPM and to
to provide
provide an
anopinion
opinionon
onthe
thefairness
fairnessof
ofthe
the
Transaction in accordance with engagement letter No. 260402. 001/SRR-JK/SPN-BF/BUMI/OR dated
Transaction in accordance with engagement letter No. 260402. 001/SRR-JK/SPN-BF/BUMI/OR dated April April
2,
2, 2026,
2026, which
which has
has been
been approved
approved by
by the
the Company’s
Company’s management.
management.
1. Summary
1. Summary of
of Valuation
Valuation Report
Report of
of 3.03
3.03 %
% Shares
Shares of
of CPM.
CPM.
A.
A. Parties
Parties to
to the
the Transaction
Transaction
The
The Parties involved in
Parties involved in the
the Transaction
Transaction are
are the
the Company
Company and
and BRMS.
BRMS.
B.
B. Object
Object of
of Valuation
Valuation
The
The object of
object of this
this valuation
valuation consists
consists of
of 24,999
24,999 Series
Series AA shares
shares and
and 927,236
927,236 Series
Series CC shares
shares of
of
CPM, or
CPM, or equivalent
equivalent to
to 3.03%
3.03% of
of CPM’s
CPM’s total
total issued
issued and
and paid-in
paid-in capital.
capital.
C.
C. Effective
Effective Date
Date of
of Valuation
Valuation
The market value in this
The market value in this appraisal
appraisal is
is calculated as of
calculated as of December
December 31,
31, 2025.
2025. This
This date
datewas
wasselected
selected
based on
based on the
the objectives
objectives and
and purpose
purpose of
of the
the appraisal, as well
appraisal, as well as
asthe
theCPM’s
CPM’sfinancial
financialdata
datareceived
received
by
by KJPP SRR. The financial data consists of CPM’s financial statements for the year ending
KJPP SRR. The financial data consists of CPM’s financial statements for the year ending
December
December 31,31, 2025,
2025, which
which were
were audited
audited by
by aa Certified
Certified Public
Public Accountant,
Accountant, and
and serve
serveas
asthe
thebasis
basis
for this valuation.
for this valuation.
D.
D. Purpose
Purpose and
and Objective
Objective ofof Valuation
Valuation
The purpose of the valuation of
The purpose of the valuation of CPM
CPM shares is to
shares is to provide
provide an
an opinion
opinion on
on the
the market
market value,
value,as
asofof
December
December 31,
31, 2025,
2025, of
of CPM
CPM shares,
shares, expressed
expressed in
in U.S.
U.S. dollars.
dollars.
The purpose of the valuation is to provide an overview of the market value of CPM shares, which
will subsequently be used to provide information to the Company’s management to serve as a
reference in the execution of the Transaction.
12
E. Assumptions and Limiting Conditions
Page 13
The purpose of the valuation is to provide an overview of the market value of CPM shares, which
will subsequently be used to provide information to the Company’s management to serve as a
reference in the execution of the Transaction.
E. Assumptions and Limiting Conditions
The assumptions and limiting conditions used in this valuation are as follows:
1. The CPM share valuation report is a report that does not carry a disclaimer of opinion.
2. The Independent Appraiser has conducted a review of the documents used in the CPM share
valuation process.
3. The data and information used in the valuation of CPM shares are derived from reliable sources.
4. The Independent Appraiser is responsible for the preparation of the CPM share valuation
report.
5. CPM's share valuation report is open to the public unless it contains confidential information
that could affect CPM's operations.
6. The Independent Appraiser is responsible for the CPM share valuation report and the
conclusion of the final value.
7. The Independent Appraiser has obtained information regarding the legal status of CPM shares
from CPM.
F. Valuation Method Employed
The valuation approaches used for the valuation of CPM shares include the income approach,
utilizing the discounted cash flow method, and the market approach, utilizing the guideline publicly
traded company method.
In valuing CPM shares using the discounted cash flow method, CPM's operations are projected
based on forecasts of the company's business development. Future cash flows derived from these
projections are converted to present value using a discount rate commensurate with the risk level.
The indicated value represents the total present value of such future cash flows.
The guideline publicly traded method was used to value CPM's shares because, although the stock
market does not offer information on directly comparable companies with equivalent business
scales and assets, existing data on publicly traded companies was deemed suitable for use as a
benchmark for CPM's share value. This method yielded an indication of market value.
Subsequently, the values derived from each of these approaches are reconciled through weighting
to arrive at a conclusion regarding the value of CPM shares.
13
Page 14
G. Valuation Conclusion
Based on the analysis of all data and information received by KJPP SRR and after considering all
relevant factors affecting the valuation, it is KJPP SRR’s opinion that the market value of CPM
shares as of December 31, 2025, is US$ 9,023 thousand, or equivalent to Rp 151,419 million.
2. Summary of the Fairness Opinion Report on the Transaction
The following is a summary of the Valuation Report regarding the 3.03% stake in CPM, as set forth in
Report No. 00289/2.0059-02/BS/02/0242/1/VI/2026 dated June 24, 2026.
A. Transacting Parties
Parties to the Transaction are the Company and BRMS.
B. Object of Fairness Opinion
The object of the fairness opinion on the Transaction is the sale of CPM shares held by the Company
to BRMS comprising 24,999 Series A shares and 927,236 Series C shares, equivalent to 3.03% of
the total issued shares of CPM for a transaction value of USD 9,200,000.
C. Effective Date of Fairness Opinion
The analysis underlying the Fairness Opinion was conducted based on December 31, 2025, as the
effective date thereof. This date was selected based on considerations regarding the purpose and
objectives of the Fairness Opinion, as well as the financial data of the Company received by KJPP
SRR. Said financial data consists of the Company’s audited consolidated financial statements for
the year ended December 31, 2025, which served as the basis for the preparation of the Fairness
Opinion.
In accordance with the provisions of POJK 35/2020, the Fairness Opinion is valid for 6 (six) months
from its effective date of December 31, 202 unless there are factors that could affect the valuation
conclusion by more than 5% (five percent).
D. Purpose and Objective of the Fairness Opinion
The objective of preparing the Fairness Opinion is to provide an overview regarding the fairness of
the Transaction. The purpose of preparing the Fairness Opinion is to comply with POJK 42/2020.
E. Assumptions and Limiting Conditions
The assumptions and limiting conditions used in this valuation are as follows:
1. The Fairness Opinion is a report that does not constitute a disclaimer of opinion.
2. KJPP SRR has reviewed the documents used in the process of preparing the Fairness Opinion.
3. The data and information obtained originate from sources with reliable accuracy.
4. The analysis conducted for the Fairness Opinion utilized adjusted financial projections that
reflect the reasonableness of the financial projections prepared by the Company's management
in relation to their achievability.
14
Page 15
5. KJPP SRR is responsible for the preparation of the Fairness Opinion and the fairness of the
financial projections.
6. The Fairness Opinion is a report available to the public, except where it contains confidential
information that could affect the Company's operations.
7. KJPP SRR bears responsibility for the Fairness Opinion and the conclusions drawn therein.
8. KJPP SRR has obtained information regarding the terms and conditions of agreements related
to the Transaction from the Company.
F. Approach and Procedure for the Fairness Opinion on the Transaction
In evaluating the fairness of the Transaction, KJPP SRR has performed the following:
1. Qualitative and Quantitative Analysis of Transaction
The qualitative and quantitative analysis of the Transaction is conducted by reviewing the
relevant industry to provide an overview of its performance trends; analyzing the Company’s
operational activities and business prospects, the rationale for the Transaction, and the
advantages and disadvantages thereof; and analyzing the Company’s historical financial
performance based on its consolidated financial statements for the years ended December 31,
2025, December 31, 2024, December 31, 2023, December 31, 2022, and December 31, 2021,
as audited by a Public Accountant.
Furthermore, KJPP SRR conducted an analysis of the pro forma reports and an incremental
analysis of the Transaction, where upon the transaction becoming effective, based on the
Company's consolidated financial projections, the Transaction is expected to enhance the
Company's consolidated financial performance and generate added value for all of the
Company's shareholders.
2. Analysis of the Fairness of the Transaction
Based on the fairness analysis of the executed Transaction, including an analysis of price
fairness and the impact of the Transaction, it was determined that the price set for the
Transaction is fair, as it aligns with the market value of CPM shares; furthermore, the impact
analysis concluded that the Transaction would yield benefits for the Company's shareholders.
G. Conclusion
Based on the fairness assessment of the conducted Transaction, KJPP SRR is of the opinion that
the Transaction is fair.
15
Page 16
EXPLANATIONS, CONSIDERATIONS, AND RATIONALE FOR CONDUCTING THE TRANSACTION
COMPARED TO CONDUCTING OTHER SIMILAR TRANSACTION NOT CARRIED OUT WITH AN
AFFILIATED PARTY
The consideration or rationale for conducting the Transaction with BRMS as an affiliate of the Company is
that BRMS as the majority shareholder of CPM possesses the knowledge and experience in managing CPM
business operations. In addition, the consideration and rationale for conducting the Transaction with an
affiliate rather than with a non-affiliated third party is that BRMS is a controlled company whose financial
statements are consolidated with those of the Company, so that the economic benefit derived from CPM
being cosolidated with BRMS ultimately will remain within the Company;s business group, thereby
contributing value to the Company and its shareholders.
Therefore, the Company views that conducting this Transaction with BRMS is more beneficial and in line
with the Company’s interests compared to conducting the transaction with a non-affiliated third party.
JOINT STATEMENT OF BOARD OF COMMISSIONERS AND DIRECTORS OF THE COMPANY
A. The information provided herein is complete in accordance with the provisions of POJK No. 42/2020.
B. The transaction does not constitute a conflict-of-interest transaction as defined in POJK No. 42/2020.
C. The transaction does not constitute a material transaction as defined in POJK No. 17/2020.
D. The Company’s Board of Commissioners an Directors are fully responsible for the accuracy of all
information contained herein and affirm that, having conducted a reasonable review, and to the best
of their knowledge and belief, all information contained herein is accurate and there is no other material
and relevant information that has not been disclosed which would render the information provided
herein inaccurate and/or misleading.
ADDITIONAL INFORMATION
Shareholders who wish to obtain further information regarding the Transaction may contact the Company
during business hours (8:00 a.m. to 4:00 p.m. Western Indonesia Time) on Business Days at the Company’s
office at the following address:
Bakrie Tower, 12th Floor - Rasuna Epicentrum
Jl. H.R. Rasuna Said - Jakarta 12940 – Indonesia
Phone: (62-21) 5794 – 2080
Website: www.bumiresources.com
E-mail: corsec@bumiresources.com
Jakarta, June 29, 2026
Directors of the Company
16
Names mentioned 54 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Jose Dima Satria
· Notaris
p.3 ×8
unresolved
org
Mawar & Rekan
p.3
unresolved
org
Indonesia Stock Exchange
p.3
unresolved
org
PT Ficomindo Buana Registrar
p.3
unresolved
org
PT Citra Palu Minerals
p.3
unresolved
org
government of the Republic of Indonesia
p.3 ×2
unresolved
org
KJPP SRR
p.3 ×14
unresolved
org
Suwendho Renaldy & Rekan
p.3
unresolved
org
Minister of Law
p.4 ×2
unresolved
org
Minister of Law and Human Rights
p.4 ×4
unresolved
org
Financial Services Authority
p.4
unresolved
org
Minister of Finance
p.4
unresolved
person
Djoeko Soepadmo
· Notaris
p.6
unresolved
org
Minister of Justice
p.6 ×2
unresolved
org
Surabaya District Court
p.6
unresolved
person
Humberg Lie
p.6
unresolved
—
Vice
p.7
unresolved
person
Drs. Kanaka Puradiredja Independent
p.8 ×3
unresolved
org
PT Panorama Timur Abadi
p.8
unresolved
person
Syafrudin
p.8
unresolved
org
South Jakarta District Court
p.8
unresolved
org
Emirates Tarian Global Ventures SPC
p.9
unresolved
person
Sulami Mustafa
· Notaris
p.10
unresolved
org
PT Internasional Minerals
p.11
unresolved
org
KJPP KJPP SRR SRR
p.12
unresolved
org
KJPP SRR’s
p.14
unresolved
org
KJPP SRR. Said
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
3343 ms
12 Sep 2026 22:00
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}