20250102_TCPI_Laporan Informasi dan Fakta Material_31842230_lamp3.pdf

PART I — DEFINITIONS AND ABBREVIATIONS

PT Bursa Efek Indonesia : Stock Exchange as defined in Article 1 number 4 of Law No. 8
or Indonesia Stock of 1995 concerning Capital Markets as amended in part by Law
Exchange No. 4 of 2023 concerning Development and Strengthening of
the Financial Sector, in this case organized by PT Bursa Efek
Indonesia, domiciled in Jakarta, where the Company's Shares

are listed.
Directors 1 Members of the Company's Board of Directors who are in
Office when the Disclosure of Information is announced.
Subsidiaries of the : Companies whose shares are owned directly or indirectly by
Company the Company more than 5096 or if the Company owns less

than 5096 shares with voting rights but the Company has the
ability to control the company

Stock Exchange Day : The days on which securities trading transaction activities are
carried out on the Stock Exchange are Monday to Friday,
except for national holidays determined by the Government or
other days declared as holidays by the Stock Exchange.

Disclosure of : The information as stated in this Disclosure of Information is

Information carried out in order to comply with POJK 14/2019 and POJK
15/2020 provisions.

Commissioner : Members of the Company's Board of Commissioners who are
in office when this Disclosure of Information is announced.

Public 1 Individuals and/or entities and/or legal entities, both

Indonesian Citizens and Foreign Citizens, both residing or
having legal domicile in Indonesia and residing or having legal
domicile abroad who are shareholders of the Company.

OJK : Financial Services Authority, an institution that is independent,
which has the functions, duties and authority to regulate,
supervise, inspect and investigate in the Capital Markets,
Insurance, Pension Funds, Financing Institutions and other
Financial Services Institutions sector as referred to in Law no.
21 of 2011 dated 22 November 2011 concerning the Financial
Services Authority which is a replacement agency for
Bapepam-LK which came into effect on 31 December 2012).

Company Shareholders : Shareholders of the Company whose names are registered in
the Register of Shareholders of the Company issued by the
Securities Administration Bureau, PT Adimitra Jasa Korpora.

| 3

Indonesia Stock 1 Decree of the Board of Directors of PT Bursa Efek Indonesia

Exchange Regulation Number: Kep-00101/BEI/12-2021 concerning Amendments to

Number I-A Regulation Number I-A concerning Registration of Shares and
Eguity-Type Securities Other than Shares Issued by Listed
Companies, which was issued and entered into force on 21
December 2021.

POJK 9/2018 : Financial — Services — Authority  Regulation — Number
9/POJK.04/2018 dated 27 July 2018 concerning Acguisition of
Public Companies

POJK 42/2020 1 Financial Services — Authority  Regulation — Number
42/POJK.04/2020 dated 1 July 2020 concerning Affiliated
Transactions and Transactions with Conflicts of Interest.

POJK 17/2020 : Financial — Services Authority  Regulation — Number
17/POJK.04/2020 dated 20 April 2020 concerning Material
Transactions and Alterations in Business Activities.

POJK 14/2019 : Financial — Services Authority  Regulation — Number
14/POJK.04/2019 April 29 2019 concerning Amendments to
Financial — Services Authority  Regulation — Number
32/POJK.04/2015 Concerning Capital Increases for Public
Companies by Providing Pre-emptive Rights.

POJK 15/2020 : Financial Services — Authority — Regulation Number
15/POJK.04/2020 dated 20 April 2020 concerning Plans and
Implementation of General Meeting of Shareholders of Public

Companies.
Rp : The currency of the Republic of Indonesia.
Proposed Capital : Capital Increase Without Pre-emptive Rights or abbreviated as
Increase PMTHMETD.
UUPM 1 Law No. 8 of 1995 concerning Capital Markets, as amended in

part by Law No. 4 of 2023 concerning Development and
Strengthening of the Financial Sector.

UUPT : Law No. 40 of 2007 concerning Limited Liability Companies,
as amended in part by Government Regulation in Lieu of Law
No. 2 of 2022 concerning Job Creation which has been
stipulated as Law based on Law No. 6 of 2023 concerning
Stipulation of Government Regulation in Lieu of Law No. 2 of
2022 concerning Job Creation into Law.

UUP2SK : Law No. 4 of 2023 concerning Development and
Strengthening of the Financial Sector. .
ha

| PART II — PREFACE |

The information as stated in this Disclosure of Information is made in order to fulfill the
Company's obligation to announce the disclosure of information on the Proposed Capital
Increase which will be carried out by the Company.

Referring to POJK No. 14/2019, the Board of Directors of the Company plans to increase capital
in a maximum amount of 500.000.000 (five hundred million) shares or 1096 (ten percent) of
the total issued and fully paid shares or paid up capital, which is 5.000.000.000 (five billion)
shares, as listed in Deed No. 5 dated 29 March 2021 made before Rahayu Ningsih, S.H, Notary
in Jakarta, the deed has been notified to the Minister of Law and Human Rights in accordance
with letter No. AHU-AH.01.03-0206489 dated March 31, 2021 and has been registered in the
company register No. AHU-0059665.AH.01.11 Year 2021 dated March 31, 2021. The maximum
number of shares to be issued shall not change while still referring to the maximum number
of shares that may be issued by the Company based on Article 8C POJK 14/2019.

The Company's articles of association listed in Deed No. 5 dated March 29, 2021 made before
Rahayu Ningsih, S.H, Notary in Jakarta, which has been notified to the Minister of Laws and
Human Rights in accordance with letter No. AHU-AH.01.03-0206489 dated March 31, 2021
and has been registered in the company register No. AHU-0059665.AH.01.11 Year 2021 dated
March 31, 2021 as amanded by Deed No.06 dated September 19, 2024 made before Rahayu
Ningsih, S.H, Notary in Jakarta which has been approved by the the Minister of Laws and
Human Rights in accordance with letter No. AHU-0060607.AH.01.02.Year 2024 dated March
31, 2021 and has been registered in the company register No. AHU-0203887.AH.01.11 Year
2024 dated September 25, 2024, is the recent amendment to the articles of association which
is the same as that disclosed by the Company in the Announcement of the GMS on 28
November 2024.

The Company's Proposed Capital Increase is carried out in accordance with the provisions in
the Company's Articles of Association, UUPT, UUPM, UUP2SK, relevant OJK Regulations, and
Indonesia Stock Exchange Regulation Number I-A and also does not conflict with agreements
previously made by the Company. Based on the applicable laws and regulations, this Proposed
Capital Increase reguires approval from Shareholders UUP2SK through the EGMS which will
be held on Monday, January 6, 2025.

Regards to the potential investors, currently the Company does not yet have a definite investor
candidate for this Proposed Capital Increase including whether or not there is an affiliation
relationship with the Company so that the Company has not disclosed any explanation related
to potential investors. However, if in the future date the information regarding the prospective
investors may be disclosed, the Company shall announce the information regarding the
prospective investors via an announcement of information disclosure in accordance with the
provisions in POJK No. 14/2019.

Until now the Company has not received either written or oral, directly or indirectly related
objections or conflicts from any party in connection with the Proposed Capital Increase to be .
carried out by the Company.

y pany y3 “9

The Company will ensure that these conditions will remain relevant until the Company's
General Meeting of Shareholders is held as referred to in this Information Disclosure. In the
event that the Company receives objections from certain parties regarding the Proposed
Capital Increase, the Company will disclose such information transparently in the Information
Disclosure and take necessary follow-up actions in accordance with applicable regulations.

At this time the Company is not involved in any case either in Court or other prosecution
outside the Court. In addition, the Company has never received a summons, either which has
the potential to be something that could possibly affect the continuity of the Company's
business or operations as a whole, including for the planned Proposed Capital Increase.

There has been no Capital Increase made by the Company previously, including capital
increase in the framework of ESOP (Employee Stock Ownership Plan) or MSOP (Management
Stock Ownership Plan). Until the issuance of this Information Disclosure, the Company do not
realize the implementation of the capital increase that has been obtained based on the
approval of shareholders on January 6, 2023. This is because there are no prospective
investors.

The Company will offer the issuance of new shares in this Proposed Capital Increase to
potential investors with terms and prices in accordance with the provisions of the applicable
laws and regulations including provisions in the capital market sector.

| PART III — DESCRIPTION OF THE PROPOSED CAPITAL INCREASE |

The following description or representation is made in connection with the implementation of
the Proposed Capital Increase to be performed by the Company:

A. REVIEWS ON THE TRANSACTION
1. Premise and Background

This Proposed Capital Increase is implemented to strengthen, develop and encourage
the growth of the Company's business and to realize the Company's vision, which is
to become the best and most trusted provider of sea transportation and logistics
services in Indonesia. By the implementation of this Transaction, it is also expected
that it will be able to increase the competitiveness and revenue of the Company, as
well as provide positive benefits for customers and all stakeholders.

Given the positive growth and performance of the Company annually, the Company
considers which will strengthening the capital and financial structure in its business
activities is one of the important matters to accomplish.

2. Purpose or Benefit of Implementing the Proposed Capital Increase for the
Company

The objectives or benefits which may be obtained by the Company from the
implementation of the Proposed Capital Increase are as follows: 1 » 1 &

3

a. The improvement of the capital and financial structure:

b. To obtain additional funds which may be used to amplify capital, business
development, and company growth:

c. The number of outstanding shares of the Company will increase which shall
expand the trading liguidity of the Company's shares, and

d. Diversification of the Company's funding sources from the capital market apart

from bank loan facilities.
Business Activity of the Company

The Company's business activities based on the Articles of Association are engaged in
the shipping business sector, and the Company's business activities based on the KBLI
are:

Main Business Activities
-50131-DOMESTIC SEA TRANSPORTATION FOR GENERAL GOODS

This group covers the business of transporting general goods by sea using ships
between domestic ports through scheduled fixed and regular routes (liners) or unfixed
and irregular routes (tramper). This includes sea transport rental business including
the operator.

-50133- DOMESTIC SEA TRANSPORTATION FOR SPECIFIED GOODS

This group covers the business of transporting goods using ships specifically designed
to transport certain goods, such as the transportation of dangerous goods, hazardous
and toxic waste, fuel oil, petroleum, processed products, LPG, LNG and CNG, fish and
other such goods. This includes sea transport rental business including the operator.

-50141- OVERSEAS SEA TRANSPORTATION FOR GENERAL GOODS

This group covers the business of transporting goods by sea using ships between an
Indonesian port and an overseas port through scheduled fixed and regular routes
(liners) or unfixed and irregular routes (tramper). This includes sea transport rental
business including the operator.

-50142- OVERSEAS SEA TRANSPORTATION FOR SPECIFIED GOODS

This group covers international sea transportation business for specified goods, such
as the transportation of dangerous goods, hazardous and toxic waste materials,
including fish and other such goods. Specified sea transportation uses Indonesian-
flagged vessels that have been customized to meet the reguired conditions and
reguirements for the main business activity and to serve scheduled fixed and regular
routes (liners) or unfixed and irregular routes (tramper). This includes sea transport
rental business including the operator.

Mp

-50111- DOMESTIC LINER AND TRAMPER SEA TRANSPORTATION FOR PASSENGERS

This group covers the business of transporting passengers by sea using ships between
domestic ports with sea transportation services through scheduled fixed and regular
routes (liners) with the mention of port of call or unfixed and irregular routes
(tramper). This includes passenger ships operated by the government and other
private entities as well as sea transport rental business including the operator.

-50121- OVERSEAS SEA TRANSPORTATION LINER AND TRAMPER FOR PASSENGERS

This group covers the business of transporting passengers by sea using ships between
an Indonesian port and an overseas port through scheduled fixed and regular routes
(liners) or unfixed and irregular routes (tramper). This includes sea transport rental
business including the operator.

-50122- PORT SERVICES

This group covers port service business activities related to water transportation for
passengers, animals, or goods, such as the operation of terminal facilities such as
ports and docks, navigation, inspection of cargo and/or containers using ionizing
radiation sources (radioactive substances and ionizing radiation generators), shipping
and berthing activities, mooring services, pilotage and tug services.

-52229- OTHER WATER TRANSPORTATION SUPPORT ACTIVITIES

This group covers navigation activities, sailing, and berthing, lighterage vessels,
salvage activities/underwater works, lighthouse activities, waterway locking
Operations, and others, including Floating Production, Storage and Offloading (FPSO)
and Floating, Storage and Offloading (FSO) and other water transportation support
services.

-09900 — OTHER MINING AND EXCAVATION SUPPORT ACTIVITIES

This group includes supporting services on a fee or contract basis, which are reguired
in mining activities in main groups 05, 07, and 08, such as exploration services, for
example by traditional means such as taking ore samples and making geological
observations, pumping and distribution services for mining products and trial
excavation and drilling services for mining fields or wells. .
14

Supporting Business Activities
-33151- REPAIR OF SHIPS, BOATS AND FLOATING STRUCTURES

This group covers the repair and maintenance of transportation eguipment in class
301, such as repair and maintenance services for ships, boats, cruise ships,
recreational or sporting ships or boats and other such vessels. This includes repair
and maintenance service business and offshore structure modification.

-52225- SHIP MANAGEMENT ACTIVITIES

This group covers technical ship management services including maintenance,
docking preparation, spare parts supply, supplies, manning, insurance arrangements,
and ship marine certification management.

-39000- WASTE REMEDIATION AND MANAGEMENT

This group covers waste cleaning and management services by the government and
the private sector, soil and groundwater decontamination in polluted areas, both in
situ and ex-situ, using mechanical, chemical, or biological methods: decontamination
Of industrial areas or factories, including nuclear sites and plants: decontamination
and cleaning of surface water from pollution, for example, due to the accumulation
of pollutants or other chemicals: oil spill clean up and clean up of other pollution on
land, in surface water, in the oceans and seas, including coastal areas: removal of
asbestos, paint, and other toxic materials, other special pollution control activities,
and germ disinfecting, and other similar cleaning services.

-46100- FEE-BASED WHOLESALE TRADE

This group covers commission-based agents, intermediaries (brokers), auctions and
other wholesalers that trade goods domestically and abroad on behalf of third parties.
The activities include commission agents, goods brokers, and all other wholesale
trades that trade on behalf and in the name of other parties, activities involved in
joint sales and purchase or corporate transactions, including on the internet: and
agents involved in trading of agricultural raw materials, live animals: textile raw
materials and semi-finished goods, fuel, ore, metal and chemical industries, including
fertilizers: food, drinks, and tobacco) textiles, clothing, fur, footwear, and leather
goods, timber and building materials: machine, including office and computer
machines, industrial eguipment, ships, aircraft: furniture, household goods and
hardware, auction houses' wholesale trading activities: commissioning agent for
radioactive substances and ionizing radiation generators. This includes the commodity
auction market organizers, but does not include wholesale trading of cars and
motorcycles, which is included in groups 451 to. 454.

However, the business activities that are currently being carried out are shipping and
transportation services, with details of the activities as follows:

a. Long Hauling Services
Sea transportation services using 300-395 foot barges, either owned or rented
from third parties, with transportation routes to all corners of Indonesia. :
1 » YP

4.

b. Floating Terminal Station/Floating Crane Services
Coal or other bulk goods unloading services from barges to mother ships using
Floating Terminal Stations/Floating Cranes.

C. Mother Vessel
Long-distance large-capacity cargo transportation services using Mother Vessels
to support shipments to main ports of a certain depth at an affordable rate both
domestiocally and overseas.

d. Transshipment
Coal or bulk goods transportation services from the loading port using a barge
towed by a tug boat to be transferred to Mother Vessel as the unloading point,
using floating cranes or transshipment eguipment.

e. Oil Barges
High Speed Diesel and CPO transportation services using a 250-feet barge with a
total capacity of 11,500 tons. The Company also provides floating barge services
for the temporary storage of oil fuel.

f. Assist Tug
Vessel berthing services using an assist tug during the stevedoring process at the
port.

9. Agency Services
Agency services to ensure safety and convenience in the transportation of the
clients' cargo to the destination.

h. Mooring Man & Oil Spill Response Team
Assistance services for ship berthing and exiting process during cargo stevedoring
at the port by installing and removing mooring ropes from the bollards available at
the dock, as well as installing and loading the floating hoses.

Plans as the Use of Proceeds towards Proposed Capital Increase

The Company has yet been set the use of proceeds resulting from the implementation
of the Proposed Capital Increase. In the event that the use of proceeds resulting from
the implementation of the Proposed Capital Increase constitutes a material
transaction, the Company is obliged to comply with POJK 17/2020 provisions. In the
event that the use of funds proceeds from the implementation of the Proposed Capital
Increase is an affiliated transaction and/or a transaction containing a conflict of
interest, the Company is obliged to comply with POJK 42/2020 provisions. p
1.

5. Period of Implementation of the Proposed Capital Increase

In carrying out the Proposed Capital Increase, the Company plans to increase capital
by a maximum of 1096 (ten percent) of the total shares which have been issued and
fully paid up in the amendments to the Company's Articles of Association that have
been notified and received by the authorized Minister at the time of the announcement
of the EGMS as referred to in Article 8C POJK 14/2019, in the amount not exceeding
500.000.000 (five hundred million) shares with a nominal value of Rp. 100,- (one
hundred Rupiah) based on calculations which result in smaller dilution for
shareholders, especially minority shareholders.

The increase in capital will be executed gradually or all in one within a period of 2
(two) years from the date of approval of the EGMS toward the approval on the increase
Of capital, which is planned to be carried out on Monday, January 6", 2025.

6. Prospective Investors and Alterations in the Control of the Company

On the date of issuance of the Disclosure of Information the Company does not yet
have a definite investor candidate for this Proposed Capital Increase, including the
existence or absence of an affiliation with the Company. However, in case at a future
date the information regarding the prospective investors may be disclosed, the
Company will announce the information regarding the prospective investors by way of
an announcement to the information disclosure in accordance with the provisions in
Article 43A POJK No. 14/2019. As for the Proposed Capital Increase, it will not
change the Company's controller.

PART IV - OWNERSHIP STRUCTURE

Abdullah Popo Parulian

85 4
Ir. Aliyah Sianne Salim Aditya Paruliangui
10 5
——- AL PTKarya Permata Insani (KPI)
99,99 7 90x
x y
55 96 na
PT Sari Nusantara Gemilang (SNG) PT Trans Energi Logistik (TEL)

POJK 9/2018 stipulates that Public Company Controllers are Parties who either directly or
indirectly: 1
y: y $ P

i. Have shares of Public Company more than 5094 (fifty percent) of all shares with fully
paid-up voting rights, or

ii. Have the ability to determine, either directly or indirectly, in any way the management
and/or policies of the Public Company.

Based on the definition above, the Controlling Shareholder with indirect ownership in the
Company through PT Karya Permata Insani is Mr. Abdullah Popo Parulian and the Controlling
Shareholder with direct ownership in the Company is PT Sari Nusantara Gemilang with 55Y6
of shareholding.

The Proposed Capital Increase of 10Y6 will not change the controlling of the Company.

| PART V- SHARE CAPITAL STRUCTURE |

The following list is the composition and structure of the Company's share capital as of
December 30, 2024 before and after the Capital Increase with the assumption that the total
planned new shares of 500.000.000 (five hundred million) shares.

Calculation of the nominal amount of additional paid-in capital/agio using an estimated
Exercise Price of at least 90Yo of the average closing price of the Company's shares for a period
of 25 consecutive Exchange Days until the close of trading on December 30, 2024, which is
IDR 6,987 x 90Y9 — IDR 6,288.3,- (assumption of the exercise price using the value on the
date of issuance of this Information Disclosure):

Before After
PMTHMETD PMTHMETD
Description Number of Total Amount « Number of Total Amount «
Shares Shares m
Kuthrorized Capital
Par Value Rp 100 10.000.000.000 Rp. 1.000.000.000.000 10.000.000.000 Rp. 1.000.000.000.000
Total Authorized Capital
Issued and Fully Paid-up Capital
Par Value Rp 100 5.000.000.000 Rp. 500.000.000.000 5.500.000.000 Rp. 550.000.000.000
PT Sari Nusantara Gemilang Inaasonaaa Rp 27AOODSSDAOO SSK 2TANOSOMSA Rp. 27ASOOSAKO SOLOK
PT Karya Permata Insani 1.250.000.006 Rp. 125.000.000.600 25K 1.250.000.006 Rp. 125.000.000.600 22,736
Public (each under 596) 1.000.000.000 Rp. 100.000.000.000 2076 1.000.000.000 Rp. 100.000.000.000 18,189
Prospective Investor - - - 500.000.000 Rp. 50.000.000.000 9,094
Tesuad and Fully Pald-up Capital SO00000000o oo Rp-500.000.000.000- 1006) SSO0O00000- oo ORp-5SO.OOOO00000 TOK
The number of shares Inthe
Portfolio 5.000.000.000 Rp. 500.000.000.000 4.500.000.000 Rp. 450.000.000.000
Additional pate-in capital/Agio Rp, 2.936.942.500.000

The Company does not plan to issue shares with different nominal values. The determination
of the exercise price will refer to the calculation stipulated in the Indonesian Stock Exchange
Regulation Number I-A. . 1 4 ha

10

PART VI - MANAGEMENT ANALYSIS AND CONSIDERATION OF FINANCIAL
CONDITIONS AFTER AND BEFORE THE IMPLEMENTATION OF THE INCREASE
OF CAPITAL

The additional capital made in the Transaction Plan is believed to be able to strengthen the
Capital structure and increase the liguidity of the Company's shares. By using assumptions
such as, the total shares to be issued by the Company is a maximum of 500,000,000 (five
hundred million) shares with a nominal value of IDR 100,- (one hundred Rupiah) per share
and with an estimated exercise price of at least 90Yo of the average closing price of the
Company's shares during a period of 25 consecutive Exchange Days in the Regular Market
until the close of trading on December 30, 2024, which is IDR 6,987 x 90Y6 - IDR 6,288.3
(the exercise price assumption uses the value on the date of issuance of this Information
Disclosure).

If using the assumption of an exercise price of IDR 6,288.3 per share as referred to above and
the estimated issuance cost of 596 (five percent), then the Company's proforma eguity financial
data before and after the implementation of the Transaction Plan refers to the Company's
Interim Consolidated Financial Statements as of September 30, 2024 are as follows:

Before After
Consolidated Statement of Financial PMTHMETD PMTHMETD
Position Sep 30, 2024 Sep 30, 2024
in million IDR in million IDR
Asset
| Current assets 871.564 3.858.506
Noncurrent assets 2.734.881 2.734.881
Total assets 3.606.445 6.593.388
Liabilitas
Current liabilities 501.904 501.904
Long term liabilities 1.033.161 1.033.161
Total liabilities 1.535.065 1.535.065
| Eguity
Share Capital — 500.000 550.000
Additional Paid-in Capital 287.995 3.240.938
Retained Earnings 834.049 834.049
Revaluation Surplus of Fixed Assets 317.908 317.908
Eguity attributable to
owners Of the parent entity 1.939.952 4.926.895
Noncontrolling Interest 131.428 131.428
Total eguity 2.071.380 5.058.322
Total liabilities & eguity 3.606.445 6.593.388

PN

11

: Before After
Pa an Sep 30, 2024 Sep 30, 2024
in million IDR in million IDR
Revenue 1.426.788 1.426.788
Cost of revenue (1.019.941) (1.019.941)
Gross profit 406.847 406.847
Expenses (378.961) (378.961)
Profit before tax 27.886 27.886
Tax expenses (1.045) (1.045)
Income for the year 26.840 26.840
Total other comprehensive income for the
year - -
Total comprehensive income for the
year 26.840 26.840
Ratio :
Current Ratio 1,737 7,688
Liabilities to Total Eguity Ratio 0,741 0,303
Liabilities to Total Assets Ratio 0,426 0,233
Income for the Year to Revenue Ratio 0,019 0,019
Income for the Year to Total Assets Ratio 0,007 0,004
Income for the Year to Total Eguity Ratio 0,013 0,005
Loans to Eguity Ratio 0,571 0,234

The determination of the exercise price will refer to the calculation stipulated in the Indonesian
Stock Exchange Regulation Number I-A. In the event that the Company has determined the
exercise price, the Company will announce the exercise price through an information disclosure
announcement.

| PART VII - EXPOSURE ON THE ISSUANCE OF NEW SHARE )

The realization of this Proposed Capital Increase will result in an increase in the number of
shares issued by the Company and the percentage of share ownership of each Sharehoider of
the Company will experience a decrease or dilution as follows:

1. PT Sari Nusantara Gemilang, which before the PMTHMETD was the owner of 5596 of
the Company's issued and paid-up capital, will become the owner of 50.00Yo after
the PMTHMETD or will be diluted by 5.0096. 1 fr
Bur)

12

2. PT Karya Permata Insani, which before the PMTHMETD was the owner of 2596 of the
Company's issued and paid-up capital, will become the owner of 22.73Y6 after the
PMTHMETD or will be diluted by 2.276.

3. The public (each below 596) who before the PMTHMETD were the owners of 2046 of
the Company's issued and paid-up capital will become the owners of 18.18Y6 after
the PMTHMETD or will be diluted by 1.829.

PART VIII — EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF THE
COMPANY

In connection to the Proposed Capital Increase as described in this Disclosure of Information
to Shareholders, the Company intends to seek an approval from the Company's EGMS which
will be held on:

Day, Date : Monday, January 6, 2025.

Time : 14.00 WIB - finish

Venue : Medan Room, 15 Floor, The Westin Jakarta
Jl. H.R. Rasuna Said No. Kav.C-22, Karet Kuningan, Setiabudi, Jakarta
Selatan, DKI Jakarta 12940, Indonesia,

in accordance with the announcement of the EGMS which was published on eASY.KSEI, the
Exchange website (IDXnet), and the Company's website on November 28, 2024.

The following are important dates which need to be considered, related to the holding of the
Company's EGMS:

No. | Event Schedule

1 | EGMS Announcement (eASY.KSEI, IDX website and the Company) | November 28, 2024

2 | Disclosure of Capital Increase Information November 28,2024
(IDX website)
3 | Revision of Disclosure of Capital Increase Information January 2, 2025

(IDX website and the Company)

4 | Recording Date December 12, 2024

5 | EGMS Invitation (eASY.KSEI, IDX and Company website) December 13, 2024

6 | EGMS January 6, 2025

7 | Reporting on Summary of EGMS Minutes January 8, 2025
(eASY.KSEI, website of IDX and the Company)

8 | Reporting of Minutes of EGMS to OJK February 5, 2025

1.

13

The Agenda for the Company's EGMS

1.

Approval for the Company to increase capital with non pre-emptive rights
(“PMTHMETD”) with a nominal value of IDR 100 (one hundred Rupiah) per share to be
issued from the portfolio, up to a maximum of 1096 (ten percent) of the number of
shares which have been subscribed and fully paid up or the paid-up capital listed in the
amendments to the Articles of Association of the Company, as referred to in the
Financial Service Authority Regulation No. 14/POJK.04/2019 on Amendments to the
Financial Services Authority Regulation Number 32/POJK.04/2015 concerning Increase
of Public Companies Capital with Pre-emptive Rights (“POJK No.14/2019”), subject to
a dilution of a smaller account for Minority Shareholders.

Approval of the granting of authority and power with the substitution rights to the
Board of Directors of the Company to carry out all actions in connection with the
decision to implement of PMTHMETD and the alteration to the capital structure of the
Company, including but not limited to conveying or stating the decision in the deeds
which will be made before a Notary, to amend, adjust and/or rearrange the provisions
in the Company's Articles of Association and their amendments or renewal, and
subseguently to deliver notification of the resolution of this Meeting to the competent
authorities, and take all and any necessary actions, in accordance with prevailing
regulations.

The attendance guorum and decisions of the EGMS for the two agenda items are as regulated
in Article 8A paragraph (2) of POJK No. 14/2019 in conjunction with POJK No. 15/2020 in
conjunction with Artide 21 paragraph 5 of the Company's Artides of Association, which
stipulates that:

a.

GMS may be held if the GMS is attended by more than 1/2 (one half) of the total
number of shares with valid voting rights owned by independent Shareholders and
Shareholders who are not affiliated with the Company, members of the Board of
Directors, members of the Board of Commissioners, major Shareholders, or Controllers.

. The decision of the GMS as referred to in letter a is valid if approved by more than 1/2

(one half) of the total number of shares with valid voting rights owned by independent
Shareholders and Shareholders who are not affiliated with the Company, members of
the Board of Directors, members of the Board of Commissioners, major Shareholders,
or Controllers.

In the event that the guorum as referred to in letter a is not achieved, a second GMS
may be held attended by more than 1/2 (one half) of the total number of shares with
valid voting rights owned by independent Shareholders and Shareholders who are not
affiliated with the Company, members of the Board of Directors, members of the Board
of Commissioners, major Shareholders, or Controllers.

. The decision of the second GMS is valid if approved by more than 1/2 (one half) of the

total number of shares with valid voting rights owned by independent Shareholders
and shareholders who are not affiliated with the Company, members of the Board of
Directors, members of the Board of Commissioners, major Shareholders, or Controllers
who are present at the GMS.

In the event that the attendance guorum at the second GMS as referred to in letter c
is not reached, the third GMS may be held with the provision that the third GMS is valid
and has the right to make decisions if attended by independent Shareholders and
Shareholders who are not affiliated with the Company, members of the Board of

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TA

Directors, members of the Board of Commissioners, major Shareholders, or Controllers
of shares with valid voting rights, in the attendance guorum determined by the
Financial Services Authority upon the Company's reguest.

f. The decision of the third GMS is valid if approved by independent Shareholders and
Shareholders who are not affiliated with the Company, members of the Board of
Directors, members of the Board of Commissioners, major Shareholders, or Controllers
who represent more than 5096 (fifty percent) of the shares owned by independent
Shareholders and Shareholders who are not affiliated with the Company, members of
the Board of Directors, members of the Board of Commissioners, major Shareholders,
or Controllers who are present at the GMS.

| PART IX—- STATEMENT OF THE BOARD OF COMMISSIONERS AND DIRECTORS |

The statements in this Disclosure of Information submitted does not comprehend assertions
or informations or facts which are false or misleading, and it is contain all material informations
or facts which reguisite for investors to assemble decisions regarding the Proposed Capital
Increase.

The information described in this Disclosure of Information has been approved by the Board
of Commissioners and Directors whose responsible for the validity of the information. The
Board of Commissioners and Board of Directors state that all material information which may
be revealed in this Disclosure of Information is true and can be accounted for and there is
none other statement which could lead to incorrect or misleading information. The Board of
Commissioners and Directors have reviewed the Proposed Capital Increase including assessing
the risks and benefits for the Company and all shareholders, and consider that the Proposed
Capital Increase is the best option for the Company and shareholders. The Company's Board
of Commissioners and Board of Directors recommends to the shareholders to approve the
Proposed Capital Increase as described in the Disclosure of Information.

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L PART X — ADDITIONAL INFORMATION

For the Company's Shareholders who reguire further information regarding the Transaction
as disclosed herein, please contact during working hours at this address:

PT Transcoal Pacific Tbk
Corporate Secretary
Bakrie Tower 9 floor, Kompleks Rasuna Epicentrum
Jl. H.R. Rasuna Said, Karet Kuningan, Setiabudi, Jakarta Selatan 12940,
DKI Jakarta, Indonesia
Telp.: (t62-21) 2994-1389
Fax.: (62-21) 2994-1886

Website: www.transcoalpacific.com
E-mail: corporate.secretary@transcoalpacific.com

Jakarta, January 2, 2025 .
The Company's Board of Directors 1

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