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20241210_MBMA_Ringkasan Risalah//Risalah RUPS_31817861_lamp2.pdf
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ANNOUNCEMENT OF THE SUMMARY OF THE MINUTES OF
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT MERDEKA BATTERY MATERIALS TBK
The Board of Directors of PT Merdeka Battery Materials Tbk (the “Company”) hereby
announces the Summary of Minutes of the Extraordinary General Meeting of Shareholders (the
“Meeting”) of the Company convened electronically, which was held on Friday, 6 December
2024, from 10.39 WIB to 11:29 WIB at Treasury Tower, 69th Floor, District 8 SCBD Lot 28,
Jalan Jenderal Sudirman Kav. 52-53, South Jakarta 12190. The announcement of this Summary
of Minutes of the Meeting is made in compliance with the provisions of Article 49 and Article
51 of the Financial Services Authority Regulation No. 15/POJK.04/2020 concerning the
Planning and Holding of General Meetings of Shareholders of Public Companies as well as
Article 12 paragraph (25) of the Company's Articles of Association.
Members of the Board of Commissioners and Board of Directors present either physically or
via Zoom video conference at the Meeting are as follows:
Board of Commissioners
Independent Commissioner : Prof. Dr. Didi Achjari, M.Com. Ak. CA.
Board of Directors
President Director : Devin Antonio Ridwan
Vice President Director : Jason Laurence Greive
Director : Titien Supeno
Director : Andrew Phillip Starkey
The shareholders of the Company who attended the Meeting represented 25,614,324,759
independent shareholders or 68.2699926% of all unaffiliated (independent) shares and
95,955,433,036 shares or 88.8513912% of all issued and paid-up shares fully within the
Company.
Meeting Procedures
This meeting will be held in accordance with the Meeting Procedures as uploaded on the
eASY.KSEI website and the Company's website, with the following points:
- The meeting will be held in Bahasa Indonesia.
- Each shareholder grants the rights to its holder to cast 1 (one) vote, if a shareholder owns
more than 1 (one) share, they are requested to only cast their vote once, representing the
total number of shares they own.
- In discussing each agenda of the Meeting, the chairman of the Meeting will provide an
opportunity for shareholders or their attorney to ask questions, opinions, proposals, or
suggestions for each agenda of the Meeting that is being discussed.
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- Voting and submission of questions, opinions, proposals or suggestions for shareholders
who attend electronically via the eASY.KSEI platform are carried out under the provisions
described in the Meeting procedures.
- Meeting participants are expected to maintain order during the Meeting so that the
Meeting remains conducive and productive.
The meeting was chaired by Prof. Dr. Didi Achjari, M.Com. Ak. C.A. as an Independent
Commissioner appointed by the Board of Commissioners based on the Decree of the Board of
Commissioners of PT Merdeka Battery Materials Tbk No. 002/SK-DK/MBM/XII/2024 dated 4
December 2024.
Details of the Meeting resolutions
Meeting Agenda 1 Approval on the Company's plan on the Increase of Capital
without Pre-Emptive Rights I (“PMTHMETD I”).
Number of Questions There were 2 (two) questions from 1 (one) shareholder who asked
from the Shareholders questions.
Decision-making Voting
Mechanism
Voting Results Agree Abstain Disagree
25,199,016,009 votes 415,073,650 votes or 235,100 votes or
or 67.1630680% of 1.1062980% of all 0.0006266% of all
all unaffiliated unaffiliated unaffiliated
(independent) (independent) shares. (independent)
shares. shares.
Meeting Resolutions 1. Approving the issuance of a maximum of 10,799,541,990 (ten
billion seven hundred ninety-nine million five hundred forty-
one thousand nine hundred and ninety) shares or a maximum
of 10% (ten percent) shares that have been issued or fully paid
up capital of the Company as stated in the amendment to the
articles of association which has been notified and accepted by
the authorized Minister on the date of the EGMS
announcement, with a nominal value of each share of IDR 100
(one hundred Rupiah), through capital increase without
granting pre-emptive rights to the Company's shareholders in
accordance with OJK Regulation No. 14/POJK.04/2019
concerning Amendments to OJK Regulation No.
32/POJK.04/2015 concerning Increasing Capital of Public
Companies by Providing Pre-emptive Rights and agreeing to
amend the provisions of Article 4 paragraph (2) of the
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Company's Articles of Association in connection with
increasing the issued and paid-up capital of the Company
resulting from the implementation of Capital Increases
Without Providing Pre-emptive Rights First. The issuance of
the Company's shares will be carried out all at once or in stages
and with terms and prices in accordance with the statutory
provisions in force on the capital market.
2. Granting power and authority to the Board of Commissioners
of the Company with the right of substitution to declare the
realization of the issuance of shares from PMTHMETD I by
amending the provisions of the Company's Articles of
Association until the implementation of all PMTHMETD I or the
termination of the PMTHMETD I for any reason, including but
not limited to:
a. increasing the issued and paid-up capital of the
Company by issuing new shares in portfolio based on
the results of the PMTHMETD I implementation and
determine the amount of issued and paid-up capital
and/or the actual number of shares that have been
issued by the Company after the implementation of the
PMTHMETD I based on reports from the Company's
Securities Administration Bureau and /or other
authorized parties after fulfilling the requirements in
the applicable laws and regulations;
b. approving the determination of the certainty of the new
amount issued in PMTHMETD I and the
implementation price of PMTHMETD I as proposed by
the Company's Board of Directors;
c. declaringe/stating the decision in deeds made before a
Notary, to amend and/or re-arrange the provisions of
Article 4 paragraph (2) of the Company's Articles of
Association or Article 4 of the Company's Articles of
Association as a whole in accordance with the decision
(including confirming the composition of shareholders
in such deed if necessary), as required by and in
accordance with applicable statutory provisions; and
d. making or requesting to make and sign the necessary
deeds and letters and documents, and subsequently to
apply for approval and/or submit notification of this
EGMS decision and/or changes to the Company's
Articles of Association in this EGMS decision, to the
agency authorized person, and carry out all and any
necessary actions, in accordance with applicable laws
and regulations.
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3. Granting power and authority to the Company's Board of
Directors, with right of substitution, in whole or in part, to
carry out any and all necessary actions in connection with the
issuance of new shares in the context of PMTHMETD I, in
accordance with applicable laws and regulations, including but
not limited to:
a. negotiate and sign other agreements, including related
to share subscription agreements (if any) with terms
and conditions deemed favourable for the Company by
the Company's Board of Directors;
b. determine the exercise price for PMTHMETD I with the
approval of the Board of Commissioners;
c. determine the certainty of the number of shares issued
in the context of PMTHMETD I with the approval of the
Board of Commissioners;
d. deposit the Company's shares in the collective custody
of PT Kustodian Sentral Efek Indonesia (KSEI) in
accordance with KSEI regulations;
e. record the new shares issued by the Company on the
Indonesian Stock Exchange;
f. confirm one or more resolutions contained in the EGMS
resolution in one or more notarial deeds;
g. carry out other actions necessary and/or required to
implement and resolve the matters mentioned above
and to achieve the aims and objectives of the decisions
taken by shareholders based on and as stated in the
EGMS resolutions, including actions authorized to the
recipient of the power of attorney and complete all
matters relating to any or all of these matters,
including, but not limited to, facing or appearing before
a Notary or other party; provide, obtain and/or receive
any information and/or documents; or create, cause to
be created, initial and/or sign any document.
Meeting Agenda 2 Approval on the amendment to the provisions of the Articles of
Association of the Company Article 4 paragraph (2) in relation to
the issued and paid-up capital in relation to PMTHMETD I and
Article 18 paragraph (3) in relation to the duty and authority of
the Board of Directors of the Company.
Number of Questions No shareholders posed any questions.
from the Shareholders
Voting
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Decision-Making
Mechanism
Voting Results Agree Abstain Disagree
95,512,767,186 votes 426,994,350 votes or 15,671,500 votes or
or 99.5386756% of 0.4449924% of all 0.163321% of all
all shares with voting shares with voting shares with voting
rights present in the rights present in the rights present in the
Meeting. Meeting. Meeting.
Meeting Resolutions 1. Approving the amendment to Article 4 paragraph (2) of the
Company's Articles of Association on the Company's issued
capital and paid-up capital related to PMTHMETD I.
2. Granting power and authority to the Board of Commissioners
of the Company with the right of substitution to declare the
realization of the issuance of shares from PMTHMETD I by
amending the provisions of the Company's Articles of
Association until the implementation of all PMTHMETD I or the
termination of the PMTHMETD I for any reason, including but
not limited to:
a. increasing the issued and paid-up capital of the
Company by issuing new shares in portfolio based on
the results of the PMTHMETD I implementation and
determine the amount of issued and paid-up capital
and/or the actual number of shares that have been
issued by the Company after the implementation of the
PMTHMETD I based on reports from the Company's
Securities Administration Bureau and /or other
authorized parties after fulfilling the requirements in
the applicable laws and regulations;
b. approving the determination of the certainty of the new
amount issued in PMTHMETD I and the
implementation price of PMTHMETD I as proposed by
the Company's Board of Directors;
c. declaringe/stating the decision in deeds made before a
Notary, to amend and/or re-arrange the provisions of
Article 4 paragraph (2) of the Company's Articles of
Association or Article 4 of the Company's Articles of
Association as a whole in accordance with the decision
(including confirming the composition of shareholders
in such deed if necessary), as required by and in
accordance with applicable statutory provisions; and
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d. making or requesting to make and sign the necessary
deeds and letters and documents, and subsequently to
apply for approval and/or submit notification of this
EGMS decision and/or changes to the Company's
Articles of Association in this EGMS decision, to the
agency authorized person, and carry out all and any
necessary actions, in accordance with applicable laws
and regulations.
3. Approving the amendment to Article 18 paragraph (3) of the
Company's Articles of Association, so that it reads as follows:
3. 2 (two) members of the Board of Directors jointly have
the right and authority to act for and on behalf of the
Board of Directors and represent the Company.
4. Granting power and authority to the Board of Directors of the
Company with the right of substitution to state in a separate
Notarial deed regarding the decisions at this Meeting and take
all necessary actions related to the decisions on the agenda of
this Meeting in accordance with applicable laws and
regulations, including to provide notification to the Minister of
Law of the Republic Indonesia.
Meeting Agenda 3 Approval on the changes to the use of proceeds resulted from the
initial public offering of shares of the Company.
Number of Questions No shareholders posed any questions
from the Shareholders
Decision-Making Voting
Mechanism
Voting Results Agree Abstain Disagree
95,528,437,486 votes or 426,994,350 votes 1,200 votes or 0.
99.555064% of all shares or 0.4449924% of 0000013% of all
with voting rights present all shares with shares with voting
in the Meeting. voting rights present rights present in
in the Meeting. the Meeting.
Meeting Resolutions Approving changes to the use of funds from the initial public offering
of the Company's shares, which were previously used to pay capital
injection to MIN, which will then be used for capital injection and
provision of loan to SIP of 50% respectively, which will be used by SIP
to finance part of its capital expenditure needs arising from the
construction of HPAL 1a at IKIP which will be used for capital
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expenditure for the construction of the HPAL plant which will require
immediate financing, Company so that the whole becomes as follows:
1. approximately 53.0% by the Company for early repayment of
all outstanding principal indebtedness under the
US$300,000,000 Facility Agreement, which will be paid to PT
Merdeka Copper Gold Tbk (“MDKA”) and ING Bank N.V.,
branch Singapore (“ING Bank”), amounting to
US$225,000,000 and US$75,000,000, respectively, through
ING Bank as Agent. MDKA is an Affiliate of the Company while
ING Bank is not an Affiliate of the Company.
The Company as the borrower entered into a Facility
Agreement with principal value of up to US$300,000,000 on
16 May 2022 with (i) ING Bank and Barclays Bank PLC
(“Barclays”) as Mandated Lead Arrangers; (ii) ING Bank as
Agent; and (iii) Madison Pacific Pte. Limited as Security Agent.
Based on this agreement, ING Bank and Barclays agreed to
each grant US$ 150,000,000. This agreement was amended
and restated based on the Amendment and Restatement
Agreement dated 2 August 2022, which became effective on
29 July 2022, which was signed between the Company as the
borrower and (i) ING Bank and Barclays as the Mandated
Lead Arrangers; (ii) ING Bank as Agent; (iii) Madison Pacific
Pte. Limited as Security Agent; (iv) ING Bank and Barclays as
Initial Lenders; and (v) MDKA as New Lender. Based on this
agreement, the New Lender agreed to purchase a
commitment from ING Bank amounting to US$75,000,000
and Barclays amounting to US$150,000,000.
The purpose of the Facility is to fund the Company's
acquisition of PT Merdeka Industri Mineral (“MIN”) and PT
Merdeka Energi Industri (“MED”), fund the shares
subscription by MIN in PT Cahaya Smelter Indonesia (“CSID”)
and PT Bukit Smelter Indonesia (“BSID”), repay loans, repay
the shareholder payables, costs and expenses incurred
related to the Facility, funding the interest reserve account
and general working capital of the Company's group. This
Facility matures on 30 September 2026 and is payable on a
quarterly basis. The interest rate for this Facility is the
aggregate of (i) a margin of 4.25% per annum; (ii) cumulative
compound reference rate (Cumulative Compounded
Reference Rate); and (iii) (only with respect to an Exempt
Lender) additional margin of 2.50% per annum. This Facility
will be due and payable on 30 September 2026.
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As of 5 April 2023, the outstanding principal amount owed by
the Company under the US$300,000,000 Facility Agreement
is US$225,000,000 or equivalent to IDR 3,355.4 billion to
MDKA and US$75,000,000 or equivalent to IDR 1,118.5
billion to ING Bank. The Company intend to make an early
repayment to fully discharge its obligations under the Facility
so that the balance of the Company’s obligations under
theUS$300,000,000 Facility Agreement after such payment
will be nil. The Rupiah to U.S. dollar exchange rate used to
translate financial obligations denominated in U.S. dollars is
based on the middle rate announced by Bank Indonesia which
IDR 14,913/US$ as of 5 April 2023.
In view that all of the Company's financial obligations under
US$300,000,000 Facility Agreement are nominated in US
Dollars, the proceeds from the sale of Initial Public Offering
which will be used to fully repay principal indebtedness will
be converted into US Dollars at the applicable Rupiah to
Dollar exchange rate on the relevant payment date. Based on
the US$300,000,000 Facility Agreement, no penalty will be
imposed on the Company in the event of early repayment to
ING Bank and/or MDKA.
2. approximately 6.0% will be used by the Company to take over
the receivables amounting to US$30,000,000 or the
equivalent of IDR 447.4 billion Parent Support Facility
Agreement dated 23 August 2022 provided by MDKA to PT
Merdeka Tsingshan Indonesia ("MTI”), hence the Company
will own receivables to MTI amounting to US$30,000,000 or
the equivalent of IDR 447.4 billion with the same terms and
conditions as stipulated in the Parent Support Facility
Agreement. The assumed exchange rate used to translate
financial obligations in US Dollars is Bank Indonesia's middle
rate as of 5 April 2023, amounting to IDR 14,913/US$.
The Parent Support Facility Agreement is used by MTI for
working capital and general corporate purposes, including
MTI's overexpenditure and operating expenses. The maturity
date of the agreement is whichever the later between: (i) five
years from the execution of this agreement and the date
which falls five business days after the final maturity date as
defined by the US$260,000,000 Facility Agreement and the
VAT Facility Agreement; or (ii) a later date agreed in writing
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by the Parties. This facility bears interest at 3 months LIBOR
plus 5% per annum.
In the view that the outstanding principal balance is
denominated in US Dollars, the proceeds from the Initial
Public Offering which will be used to take over the claim
rights will be converted into US Dollars at the Rupiah
exchange rate against US Dollars in effect on the payment
date.
3. approximately 2.0% will be used by the Company for working
capital purposes, including among others, salary and wage
costs professional service fees and financial fees.
4. approximately 9.0% will be lent to MTI for part of the capital
expenditure related to the construction of the AIM I Project,
which is scheduled to start production in the second half of
2023.
As of the date this Prospectus was published, MTI has
obtained: (i) Business Identification Number No.
1207000311293 dated 19 March 2021 with the 17th
amendment on 10 March 2022, as a business licenses in
preparation for business activities; (ii) Approval of the
Environmental Management Plan (RKL) and Environmental
Monitoring Plan (RPL) based on the Director’s Decreeof PT
Indonesia Morowali Industrial Park PT Indonesia Morowali
Industrial Park (“IMIP”) No.
010/DIRIMIP/SK/MWL/VIII/2021 dated 24 August 2021
concerning Approval of the Environmental Management Plan
(RKL) and Environmental Monitoring Plan (RPL) Detailed
Activity and Operational Plan for the Construction of an Iron
Metal, Acid and Other Metal Mineral Plant by PT Merdeka
Tsingshan Indonesia issued by PT IMIP as the industrial area
management company; (iii) 42 Building Approvals issued by
Plt. Head of the Investment and One Stop Services of the
Morowali Regent on behalf of Morowali Regent, with building
allocation for, among other, raw material storage, production
installations, offices, drying and absorption rooms, etc; and
(iv) Standard Certificate No. 12070003112930010 dated 7
March 2022 for other basic inorganic chemical industries that
have not been verified. In the event that MTI will carry out
operational and/or commercial business activities, MTI must
obtain a business license in the form of a verified Standard
Page 10
Certificate and/or a permit that meets the requirements for
each business activity to be carried out.
5. approximately 9.0% will be used by the Company for
repayment of principal debt arising under the
US$175,000,000 Loan Agreement which is effective on 25
May 2023 which will be paid to MDKA. MDKA is an Affiliate of
the Company, namely the controller of the Company.
6. approximately 7.0% will be loaned to PT Zhao Hui Nickel
(“ZHN”) which will then be used for working capital,
including among others purchasing main raw materials,
supporting raw materials, electricity costs and employee
costs.
7. approximately 6.0% will be lent to PT Sulawesi Cahaya
Mineral (“SCM”) for working capital purposes, including
among others, salary and wage costs, professional service
fees, royalty fees to the state treasury, transportation and
loading and unloading costs, fees maintenance and repairs as
well as mining costs.
8. The remainder will be used by the Company as follows:
a. working capital needs of the Company and the
Company's group including but not limited to
employee costs, professional service costs, tax costs
and financial costs; and/or;
b. business development of the Company and the
Company's group, either in the form of capital
expenditure and/or purchase of shares and/or
purchase of assets and/or investment in shares
and/or provision of loans as well as appropriate
transaction methods in one or more companies with
industries that are appropriate or related to and /or
support the business activities of the Company and
the Company group.
For the avoidance of doubt the Company’s group means a
company in which (i) the Company owns more than 50% of
the voting shares, either directly or indirectly; or (ii) if the
Company owns 50% or less of the voting shares, the Company
has the ability to control the company, so that its financial
statements are consolidated with the Company in accordance
with applicable accounting standard in Indonesia; or (iii) the
Page 11
Company owns less than 50% of the voting shares, either
directly or indirectly.
If the loan to MTI and/or ZHN and/or SCM and/or SIP are
subsequently repaid to the Company, the Company will use
such funds to support the business activities of the MBM
Group.
Meeting Agenda 4 Approval of changes to the composition of the Board of Directors
of the Company.
Number of Questions No shareholders posed any questions
from the Shareholders
Decision-Making Voting
Mechanism
Voting Results Agree Abstain Disagree
95,528,411,986 votes 427,019,850 votes or 1,200 votes or
or 99.5549798% of 0.4450189% of all 0.0000013% of all
all shares with voting shares with voting rights shares with voting
rights present in the present in the Meeting. rights present in the
Meeting. Meeting.
Meeting Resolutions 1. Approving to accept the resignations and honorably dismissal
of Mr. Devin Antonio Ridwan as President Director and Mr.
Andrew Phillip Starkey as Director of the Company by giving
the release and discharge (acquit et de charge) for the
management and supervisory duties performed during their
term of office to the extent that such actions are reflected in the
Annual Report and reflected in the Company's Financial
Report;
2. Approving the appointment of Mr. Teddy Nuryanto Oetomo as
President Director of the Company and Mr. Anthony Kartono
Tan as Director of the Company starting as of the closing of this
Meeting until the closing of the Company's Annual GMS in 2027
(two thousand twenty-seven). So the composition of the
Company's Board of Directors shall become as follows:
President Director : Teddy Nuryanto Oetomo
Vice President Director : Jason Laurence Greive
Director : Titien Supeno
Director : Anthony Kartono Tan
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3. Granting power and authority to the Board of Directors of the
Company with the right of substitution to state in a separate
Notarial deed regarding the decisions at this Meeting and take
all necessary actions related to the decisions on the agenda of
this Meeting in accordance with applicable laws and
regulations, including to provide notification to the Minister of
Law and Human Rights of the Republic Indonesia and register
the composition of the members of the Company's Board of
Commissioners in the Company Register at the Minister of Law
and Human Rights of the Republic of Indonesia.
Jakarta, 10 December 2024
PT MERDEKA BATTERY MATERIALS Tbk
BOARD OF DIRECTORS
Names mentioned 27 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.4
unresolved
org
Minister of Law
p.6
unresolved
org
Madison Pacific Pte. Limited
p.7 ×2
unresolved
org
PT Merdeka Industri Mineral
p.7
unresolved
org
PT Merdeka Energi Industri
p.7
unresolved
org
PT Cahaya Smelter Indonesia
p.7
unresolved
org
PT Bukit Smelter Indonesia
p.7
unresolved
org
Bank Indonesia
p.8 ×2
unresolved
org
PT Merdeka Tsingshan Indonesia
p.8 ×2
unresolved
org
Bank Indonesia's
p.8
unresolved
org
PT Indonesia Morowali Industrial Park
p.9
unresolved
org
PT Indonesia Morowali Industrial
p.9
unresolved
org
PT IMIP
p.9
unresolved
org
PT Zhao Hui Nickel
p.10
unresolved
org
PT Sulawesi Cahaya Mineral
p.10
unresolved
org
Minister of Law and Human Rights
p.12 ×2
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12 Sep 2026 22:55
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