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20241118_MBMA_Laporan Informasi dan Fakta Material_31778877_lamp2.pdf
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INFORMATION DISCLOSURE TO SHAREHOLDERS RELATED
TO AFFILIATED TRANSACTION
PT MERDEKA BATTERY MATERIALS TBK (THE “COMPANY”)
This Information Disclosure to Shareholders (as defined below) is made to provide an explanation to the public in
connection with the loan agreement between the Company and PT Merdeka Tsingshan Indonesia which is a
Controlled Entity of the Company.
The Transaction is an Affiliated Transaction as stipulated in the Regulation of the Financial Services Authority of
Republic of Indonesia No. 42/POJK.04/2020 on Affiliated Transaction and Conflict of Interest Transaction.
THE INFORMATION AS STATED IN THIS INFORMATION DISCLOSURE IS IMPORTANT TO BE READ AND
ATTENTION BY THE SHAREHOLDER OF THE COMPANY.
IF YOU HAVE DIFFICULTIES UNDERSTAND THE INFORMATION AS SET FORTH IN THIS INFORMATION
DISCLOSURE, YOU SHOULD CONSULT WITH A LEGAL COUNSEL, A PUBLIC ACCOUNTANT, A FINANCIAL
ADVISOR OR ANY OTHER PROFESSIONAL.
THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS OF THE COMPANY DECLARE THAT ALL
INFORMATION OR MATERIAL FACTS CONTAINED IN THIS INFORMATION DISCLOSURE ARE COMPLETE
AND TRUE AND NOT MISLEADING.
THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS OF THE COMPANY DECLARE THAT
THIS AFFILIATED TRANSACTION DOES NOT CONTAIN ANY CONFLICT OF INTEREST.
PT MERDEKA BATTERY MATERIALS TBK
Business Activities
Holding company for business groups engaged in nickel and other mineral mining, processing and other related
business activities that are vertically integrated
Domiciled in South Jakarta, DKI Jakarta, Indonesia
Headquarter Office
Treasury Tower, 69th Floor, District 8 SCBD Lot. 28.,
Jl. Jend. Sudirman Kav. 52-53, South Jakarta 12190
Telephone: +62 21 3952 5581; Facsimile: +62 21 3952 5582
E-mail: corsec@merdekabattery.com
Website: www.merdekabattery.com
This Information Disclosure
is issued in Jakarta on 18 November 2024
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DEFINITION
“Affiliation” : Means the parties as reffered in Article 1 number 1 UUPM as amended by
UUP2SK, namely:
a. family relationships due to marriage up to the second degree, both
horizontally and vertically, namely the relationship of a person with:
1. husband or wife;
2. parents of the husband or wife and the husband or wife of the
children;
3. grandparents of the husband or wife and the husband or wife of the
grandchildren;
4. siblings of the husband or wife along with the husband or wife from
their siblings; or
5. the husband or wife of the sibiling of the person concerned.
b. family relationships due to descent up tp the second degree, both
horizontally and vertically, namely the relationship of a person with:
1. parents and childres;
2. grandparents and grandchildren; or
3. siblings of the person concerned.
c. relationship between a party and employees, director or commissioner
of the party;
d. relationship between 2 (two) companies which there is 1 (one) or more
members of the same board of directors, management, board of
commissioners, or supervisors are the same;
e. relationship between a company and a party, whether direct or indirect,
by any means, controlling or controlled by the company or that party in
determining the management and/or policies of the company or the
concerned party;
f. relationship between 2 (two) or more companies controlled, whether
direct or indirect, by any means, in determining the management
and/or policies of the company by the same party; or
g. relationship between the company and a major shareholder, that is a
party that direct or indirect own at least 20% (twenty percent) of the
shares with voting rights of the company.
“Conflict of Interest” : The difference between the economic interests of a public company and
the personal economic interests of members of the board of directors,
members of the board of commissioners, major shareholders, or
controlling entities that may be harm to the public company concerned.
“Indonesia Stock : The regulator in the capital market for stock exchange transactions, which
Exchange” in this case is held by PT Bursa Efek Indonesia, is domiciled in South
Jakarta.
“MOLHR” : Minister of Law and Human Rights of the Republic of Indonesia.
“MTI” : PT Merdeka Tsingshan Indonesia, domiciled in South Jakarta, is a
limited liability company established and operated under the laws of the
Republic of Indonesia.
“Financial Services : An independent state institution, which has the functions, duties and
Authority” or “OJK” authorities to regulate, supervise, examine and investigate as referred to
the Law No. 21 Year 2011 on the Financial Services Authority, as amended
by UUP2SK.
“Shareholders” : Parties who have the benefit of the shares of the Company, both in the
form of scripts and in collective custody which is keep and administered in
the securities account at the Indonesian Central Securities Depository,
which registered in the Shareholders Register of the Company which is
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administered by the Securities Administration Bureau appointed by the
Company.
“Independent : Public Appraisal Services Office of Iskandar dan Rekan, an independent
Appraiser” or “KJPP” appraiser registered with the OJK who have been appointed by the
Company to conduct an assessment of the fair value and/or fairness of the
Transaction.
“Controlling Entity” : Means the Controlling Entity as reffered in POJK 9/2018, namely the party
who, either directly or indirectly:
a. owns shares in a public company of more than 50% (fifty percent) of
all shares with voting rights that have been fully paid up; or
b. has the ability to determine, either directly or indirectly, in any way the
management and/or policies of a public company.
“Agreement” : Loan Agreement made by and between the Company with MTI which is
made on 14 November 2024, along with any changes, additions and
replacements, which may be made later.
“Company” : PT Merdeka Battery Materials Tbk, domiciled in South Jakarta, is a
publicly listed company whose shares are listed on the Indonesian Stock
Exchange, which is established and operated based on the laws of the
Republic of Indonesia.
“POJK 9/2018” OJK Regulation No. 9/POJK.04/2018 regarding Public Company
Takeover.
“POJK 17/2020” : OJK Regulation No. 17/POJK.04/2020 regarding Material Transactions
and Changes in Business Activities.
“POJK 35/2020” OJK Regulation No. 35/POJK.04/2020 regarding Assessment of Material
Transactions and Changes in Business Activities.
“POJK 42/2020” : OJK Regulation No. 42/POJK.04/2020 regarding Affiliated Transactions
and Conflict of Interest Transactions.
“Rupiah” or “Rp” or : References to Rupiah which is the legal currency of the Republic of
“IDR” Indonesia.
“SCM” : PT Sulawesi Cahaya Mineral, domiciled in South Jakarta, is a limited
liability company established and operated under the laws of the
Republic of Indonesia.
“Affiliated : Any activity and/or transaction conducted by a public company or a
Transaction” controlled entity with an Affiliation of a public company or an Affiliation of a
member of the board of directors, member of the board of commissioners,
the major shareholders, or the controlling entity, including any activity
and/or transaction conducted by a public company or controlled entities for
the benefit of affiliation of public company or Affiliation of member of the
board of directors, member of the board of commissioners, major
shareholders or Controlling Entities.
“Conflict of Interest : Transactions that are carried out by public companies or controlled entities
Transaction” with any party, both with affiliation and parties other than affiliations that
contain a conflict of interest.
“USD” or “US$” : Reference to the United States Dollar which is the legal currency of the
United States.
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“UUP2SK” : Law No. 4 of Year 2023 on Financial Sector Development and
Strengthening, State Gazette of the Republic of Indonesia No. 4 of Year
2023, along with all its implementing regulations.
“UUPM” Law No. 8 of Year 1995 on Capital Markets and its implementing
regulations.
INTRODUCTION
In order to comply with the provisions of POJK 42/2020, the Board of Directors of the Company announces
Information Disclosure to provide information to the Shareholders of the Company that on 14 November 2024,
the Company and MTI have signed an Agreement with details as described in the Transaction Agreement
Summary below ("Transaction”).
The transaction carried out is an Affiliated Transaction as referred to POJK 42/2020, in which MTI is a controlled
entity of the Company. However, this Affiliated Transaction is not a Conflict of Interest Transaction as set forth
in POJK 42/2020.
The Affiliated Transaction carried out by the Company complied with the procedures set forth in Article 3 of
POJK 42/2020 and has been executed accordingly per generally accepted business practices.
In accordance with the provisions of Article 4 Paragraph 1 POJK 42/2020, this Transaction is an Affiliated
Transaction which is required to use an Independent Appraiser in determining the fairness of the Affiliated
Transaction, which the fairness of the transaction needs to be announced to the public. Furthermore, the
Company has received the fair value for this Transaction based on the Appraisal Report from KJPP No. No.
00281/2.0118-00/BS/02/0520/1/XI/2024dated 14 November 2024 on the Fairness Opinion Report on of
Provision of Loan Facilities Transaction to MTI by the Company (“Appraisal Report”).
Moreover, the Company is obliged to announce Information Disclosure to the public and submit the Appraisal
Report along with other supporting documents to OJK no later than the end of 2 (two) business days after the
Transaction date as referred to in Article 4 POJK 42/2020.
DESCRIPTION OF THE TRANSACTION
Information Regarding the Parties Involved
1. Company
The Company, domiciled in South Jakarta, was initially established under the name PT Hamparan Logistik
Nusantara based on Deed of Establishment No. 66 dated 20 August 2019, made before Darmawan Tjoa, S.H.,
S.E., Notary in Jakarta, which has been approved by the MOLHR based on Decree No. AHU-
0041804.AH.01.01.TAHUN 2019 dated 22 August 2019.
The Articles of Association of the Company have been amended several times and most recently amended
pursuant to the Deed of Statement of Shareholder Decisions on Amendments to the Articles of Association
No. 190 dated 21 June 2024, made before Jose Dima Satria, S.H., M.Kn., Notary in Jakarta, which has been
approved by the MOLHR based on Decree No. AHU-0037618.AH.01.02.TAHUN 2024 dated 25 June 2024,
and has been notified to the MOLHR as reflected by the Receipt of Notification Letter on the Amendments to
Articles of Association No. AHU-AH.01.03-0158280 dated 25 June 2024.
Based on the provisions of Article 3 of the articles of association of the Company, the Company's aims and
objectives are to engage in holding company activities and other management consulting activities. To achieve
the aims and objectives mentioned above, the Company carry out the following business activities
1. Holding Company Activities
Carrying out holding company activities, including ownership and/or control of its subsidiary group; and
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2. Other Management Consulting Activities
Other management consulting activities where the main activity (as relevant) is providing assistance with
advice, guidance and business operations and other management organizational issues, such as
strategic and organizational planning; decisions relating to finances; marketing objectives and policies;
human resource planning, practices and policies; scheduling planning and production control.
To achieve the main business activities mentioned above, the Company carry out the following business
activities:
1. Providing services as counselors and negotiators in designing corporate mergers and acquisition; and
2. Providing services including assistance with advice, guidance, and business operations and other
management organizational issues, such as strategic and organizational planning; decisions relating to
finances; marketing objectives and policies; human resource planning, practices and policies; scheduling
planning and production control. The provision of these services includes financial assistance, advice,
guidance and operations for various management functions, agronomic and agricultural economic
management consultations in the agricultural and similar fields, design of accounting methods and
procedures, cost accounting programs, budget monitoring procedures, provision of funding, advice and
assistance for businesses and community services in planning, organizing, efficiency and supervision,
management information and others including infrastructure investment study services.
Capital Structure and Shareholder Compostion of the Company
Based on the Deed of Statement of Meeting Resolutions on Amendments to the Company's Articles of
Association No. 190 dated 21 June 2024 which has received approval from MOLHR based on Decree No.
AHU-0037618.AH.01.02.TAHUN 2024, and has been notified to the MOLHR as reflected by the Receipt of
Notification Letter on the Changes to the Articles of Association No. AHU-AH.01.030158280 both dated 25
June 2024, the authorized capital of the Company is divided into 430,000,000,000 (four hundred and thirty
billion) shares with a nominal value per share of IDR 100 (one hundred Rupiah). Based on List of
Shareholders of the Company on 31 October 2024 issued by PT Datindo Entrycom as the Share Registrar
of the Company, the capital structure and composition of the shareholders of the Company are as follows
Nominal Value IDR 100 per Share
Details
Number of Shares Nominal Value (IDR) %
Authorized Capital 430,000,000,000 43,000,000,000,000
Issued and Paid-up Capital
PT Merdeka Energi Nusantara 54,045,287,677 5,404,528,767,700 50.044
Huayong International (Hong Kong) Limited 8,149,060,000 814,906,000,000 7.546
PT Alam Permai 5,861,079,300 586,107,930,000 5.427
Winato Kartono 2,361,003,614 236,100,361,400 2.186
Andrew Phillip Starkey 2,316,200 231,620,000 0.002
Public 37,576,673,109 3,757,667,310,900 34.795
Total 107,995,419,900 10,799,541,990,000 100.000
Portfolio Shares 322,004,580,100 32,200,458,010,000
Composition of the Board of Commissioners and Board of Directors of the Company
Based on the Deed of Shareholder Decision Statement No. 54 dated 16 January 2023 which has been
notified to the MOLHR as reflected by the Receipt of Notification Letter on the Changes to Company Data
No. AHU-AH.01.09-0027503 dated 19 January 2023 and registered in the Company Register at the MOLHR
under No. AHU-0012541.AH.01.11.TAHUN 2023 dated 19 January 2023 in conjunction with Deed of
Statement of Shareholders Decision on Amendments to the Articles of Association No. 60 dated 20
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February 2023 which has been notified to the MOLHR as reflected by the Receipt of Notification Letter on
the Changes to Company Data No. AHU-AH.01.09-0093759 dated 20 February 2023 and registered in the
Company Register at the MOLHR under No. AHU-0036466.AH.01.11.TAHUN 2023 dated 20 February
2023 in conjunction with Deed of Shareholder Decision Statement No. 156 dated 30 June 2023 has been
notified to the MOLHR as reflected by the Receipt of Notification Letter on the Changes to Company Data
No. AHU-AH.01.09-0135091 dated 6 July 2023 and registered in the Company Register at the MOLHR
under No. AHU-0126139.AH.01.11.TAHUN 2023 dated 6 July 2023 in conjunction with Deed of Meeting
Decision Statement No. 89 dated 20 October 2023 which has been notified to the MOLHR as reflected by
the Receipt of Notification Letter on the Changes to Company Data No. AHU-AH.01.09-0179842 dated 31
October 2023 and registered in the Company Register at the MOLHR under No. AHU-
0218000.AH.01.11.TAHUN 2023 dated 31 October 2023, all made before Jose Dima Satria, S.H., M.Kn.,
Notary in Jakarta, the composition of the members of the Board of Commissioners and Board of Directors
of the Company on the date this Information Disclosure was published is as follows following:
Board of Commissioners:
President Commissioner : Winato Kartono
Commissioner : Michael W. P. Soeryadjaya
Independent Commissioner : Dr. Didi Achjari, S.E., M.Com., Ak.
Board of Directors:
President Director : Devin Antonio Ridwan
Vice President Director : Jason Laurence Greive
Director : Titien Supeno
Director : Andrew Phillip Starkey
2. MTI
MTI, domiciled in South Jakarta, is a limited liability company established under the Deed of Establishment
No. 40 dated 18 March 2021, made before Darmawan Tjoa, S.H., S.E., Notary in Jakarta, which has been
approved by the Minister by virtue of Decree No. AHU0019293.AH.01.01.TAHUN 2021 dated 18 March
2021.
Article of Association of MTI has been last amended based on Deed of Circular Resolutions in Lieu of
Extraordinary General Meeting of Shareholders No. 33 dated 9 March 2022, drawn up before Darmawan
Tjoa, S.H., S.E., Notary in Jakarta, which has been approved by Minister by virtue of Decree No. AHU-
0016812.AH.01.02.TAHUN 2022 dated 9 March 2022 and has been notified to the Minister as reflected by
the Receipt of Notification Letter of the Amendment of Articles of Association No. AHU-AH.01.03-0154821
dated 9 March 2022 (“Deed 33/2022”).
Based on the provisions of Article 3 of Articles of Association of MTI, the purpose and objective of MTI are
to carry out a business in the field of other inorganic basic chemical industries; iron and steel making
industry; precious base metal manufacturing industry; non-iron base metal manufacturing industry; and
specific telecommunications operations for self-purposes.
To achieve the abovementioned purposed and objectives, MTI may carry out the business activites as
follows:
1. Other Inorganic Basic Chemical Industry (KBLI 20114);
Carrying out other basic inorganic chemical industries that produce chemical substances such as
phosphorus with its derivatives, sulfur with its derivatives, nitrogen with its derivatives, and basic
chemical industry that produces halogen compound and their derivatives, metals except alkali metal,
oxide compounds except for pigments. Including the raw material industry for explosives, including
carrying out an inorganic basic chemical industry that produces chemical substances through the
construction and operation of the project (Project) which includes a sulphide roast plant, crusher
factory, grinder and float (CGF) factory, chloridising roast factory, acid filter plant high pressure (HPAL)
and metal extraction or screening plants (as a whole, Factories) and other necessary infrastructure.
2. Iron and Steel Making Industry (KBLI 24101);
Carrying out the business of making iron and steel in basic forms, such as iron ore pellets, sponge
iron, pig iron and the making of iron and steel in the form of coarse steel such as ingots, steel billets,
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bloom steel and steel slabs. This includes the manufacture of iron and alloy steel. Including furnace,
steel converter, rolling mill and finishing activities; production of pig iron in basic forms such as blocks;
production of iron alloy; production of iron products that are reduced directly from iron ore and other
hollow iron products; production of iron from refining by electronic processes and other chemical
processes; production of iron grains and iron powder; production of ingots or other basic forms; re-
smelting of scrap iron or steel ingots; and semi-finished steel production.
3. Base Metal Manufacturing Industry (KBLI 24201);
Carrying out the business of refining, smelting, alloying and casting precious metals in basic forms
(ingots, billets, slabs, rods, pellets, blocks, sheets, pigs, alloys and powders) such as silver ingots,
gold ingots, platinum pellets and so on.
4. Non-Iron Base Metal Manufacturing Industry (KBLI 24202);
Carrying out a refining, smelting, alloying and casting business of non-ferrous metals in basic forms
(ingots, billets, slabs, rods, pellets, blocks, sheets, pigs, alloys and powders) such as brass ingots,
aluminum ingots, zinc ingots, copper ingots, tin ingots, brass billets, aluminum billets, brass slabs,
aluminum slabs, brass rods, aluminum bars, brass pellets, aluminum pellets, bronze alloys, nickel
alloys and bearing metals and rare earth metals and alloys rare earth metals (15 elements lanthanides
plus elements scandium and yttrium).
5. Specific Telecommunications Activities for Self-Purpose (KBLI 61992);
Carrying out a telecommunications operation that is specifically used for selfpurpose in terms of
developing hobbies and self-training.
Capital Structure and Shareholder Composition of MTI
Based on the Deed of Circular Decision Statement in Lieu of the Extraordinary General Meeting of
Shareholders No. 42 dated 10 May 2021, made before Darmawan Tjoa, S.H., S.E., Notary in Jakarta, which
has obtained approval from the MOLHR based on Decree No. AHU-0028507.AH.01.02.TAHUN 2021 dated
10 May 2021 and has been notified to the MOLHR as reflected by the Receipt of Notification Letter of
Amendment to Articles of Association No. AHU-AH.01.03-0301259 dated 10 May 2021 in conjunction with
Deed 33/2022, the capital structure and composition of shareholders in MTI is as follows:
Nominal Value IDR 1.000.000 per Share
Details
Number of Shares Nominal Value (IDR) %
Authorized Capital 1,260,000 1,260,000,000,000
Issued and Paid-up Capital
PT Batutua Pelita Investama 1,008,000 1,008,000,000,000 80
Wealthy Source Holding Limited 252,000 252,000,000,000 20
Total 1,260,000 1,260,000,000,000 100
Portofolio Shares - -
Capital Structure and Shareholder Composition of MTI
Based on the Deed of Statement of Circular Resolutions of MTI Shareholders in Lieu of the Annual General
Meeting of Shareholders No. 79 dated 26 July 2024, made before Darmawan Tjoa, S.H., S.E., Notary in Jakarta
which was notified to the MOLHR as reflected by the Receipt of Notification Letter of Changes to Company Data
No. AHU-AH.01.09-0233668 dated 31 July 2024, the composition of the Board of Commissioners and Board of
Directors of MTI on the date of publication of this Information Disclosure is as follows:
Board of Commissioners
President Commissioner : Winato Kartono
Commissioner : Gavin Arnold Caudle
Commissioner : Xin Zhi
Commissioner : Renhui Wang
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Board of Directors
President Director : Albert Saputro
Director : David Thomas Fowler
Director : Fan Zhang
Director : Cheng Li
Transaction Value and Scope of the Agreement
Pursuant to the Agreement, the Company as the lender, agreed to provide financing funds to MTI in the amount
up to US$200,000,000 (two hundred million United States Dollars). The funds will be used by MTI for general
corporate purposes.
The Transaction is not a material transaction as referred in POJK 17/2020 considering that the value of
Transaction does not reach 20% (twenty percent) of the Company's equity value in accordance with the
Financial Statements of the Company and its subsidiaries for the six-month period ended 30 June 2024 audited
by KAP Tanubrata Sutanto Fahmi Bambang & Rekan.
Nature and Affiliated Relationships
The nature of the affiliation relationship between the Company and MTI, as follows:
1. MTI is a controlled entity of the Company which shares is indirectly owned by the Company in the amount
of 80% (eighty percent) through PT Batutua Pelita Investama (“BPI”); and
2. There is a commissioner of MTI who also serve as a member of the board of commissioners or the
Company.
SUMMARY OF APPRAISER’S REPORT
KJPP who has been appointed by the Board of Directors of the Company as the independent appraiser in
accordance with engagement letter No. 186.1/IDR/DO.2/Pr-FO/X/2024 dated 21 October 2024, has been
requested to provide an assessment of and provide an opinion of the Transaction’s fairness.
Fairness Opinion Report on Transaction
The following is a summary of the KJPP’s fairness opinion report on the Transaction as stated in its report No.
No. 00281/2.0118-00/BS/02/0520/1/XI/2024 dated 14 November 2024
a. Transacting Parties
The transacting parties are the Company and MTI, where the Company is acting as a lender and MTI is
acting as a borrower.
b. Appraisal Object
The object of the Appraisal is a transaction plan for providing loan facilities to MTI by the Company.
c. Purpose and Objective of Appraisal
The purpose of the appraisal is to provide a fairness opinion on the propoesd transaction for
implementation of the proposed transaction.
d. Limiting Assumptions and Conditions
1. Appraisal report is a non disclaimer opinion.
2. The appraiser has reviewed the legal status of the documents used in the assessment process.
3. Data and information come from sources whose accuracy can be trusted.
4. The financial projections used are financial projections that have been adjusted to reflect the
fairness of the financial projections made by management with their ability to achieve (fiduciary
duty), if the assessment uses financial projections.
5. KJPP is responsible for the implementation of assessments and the fairness of financial projections.
6. The assessment report is publicli available save for any confidential information, which may affect
the operation of the Company.
7. KJPP is responsible for the assessment report and final value conclusion.
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8. KJPP has obtained information on the legal status of the Assessment Object from the Company.
9. Assumptions and other limiting conditions are disclosed in the assessment report.
e. Approach and Methodology
In accordance with the scope of the assessment, the approaches and methods used are:
1. Conduct transaction analysis.
2. Conduct qualitative analysis of the transaction.
3. Conduct quantitative analysis of the transaction.
4. Conduct collateral analysis related to the transaction.
5. Conduct a fairness analysis of the transaction value.
6. Conduct analysis of other relevant factors.
f. Conclusion
The amount of funds from the transaction object in the form of providing loan facilities to MTI by the
Company can be repaid at maturity, thus it can be concluded that the amount of funds from the transaction
object is fair.
The results of the analysis of the interest rates on loans from the Company charged to MTI are still within
the range of similar interest rates from several previous transactions, thus it can be concluded that the loan
interest rates charged by the Company to MTI is fair.
The results of the analysis of the financial impact of the transactions to be carried out on the interests of
shareholders provide the conclusion that carrying out the transactions will increase the profit of the
Company and profitability on a consolidated basis which can provide added value for the Company,
thereby being in line with the interests of shareholders.
The results of the analysis of business considerations used by company management in relation to the
proposed transaction that will be carried out in the interests of shareholders are that the Company as a
shareholder of MTI can indirectly through BPI support MTI's funding needs so that MTI can provide added
value to the Company in accordance with the interests of shareholders.
Based on the conclusions from the results of the analysis above, we are of the opinion that the transaction
is fair.
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THE EFFECT OF THE TRANSACTION ON THE FINANCIAL CONDIITION OF THE COMPANY
The Effect of the Transaction on the Financial Condition of the Company
The table below shows an overview of the financial condition of the Company and its subsidiaries as of 30 June
2024 before and after carrying out the Affiliated Transaction.
AUDITED PROFORMA PROFORMA
DESCRIPTION UNIT
30 JUNE 2024 ADJUSTMENTS 30 JUNE 2024
ASSETS
CURRENT ASSETS
Cash and cash in banks USD
247,164,840 - 247,164,840
Trade receivables USD
177,619,585 - 177,619,585
Other receivables USD
1,154,591 - 1,154,591
Inventories USD
202,496,661 - 202,496,661
Advances and prepayments - current portion USD
23,000,281 - 23,000,281
Prepaid taxes USD
78,413,727 - 78,413,727
Estimated claims for tax refund USD
60,003,412 - 60,003,412
Total current assets USD
789,853,097 - 789,853,097
NON-CURRENT ASSETS
Advances and prepayments - non-current portion USD
45,225,333 - 45,225,333
Advances of investments USD
11,267,306 - 11,267,306
Investment in associates USD
51,382,203 - 51,382,203
Right-of-use assets USD
7,338,184 - 7,338,184
Property, plant and equipment USD
1,508,525,825 - 1,508,525,825
Mining properties USD
516,025,381 - 516,025,381
Goodwill USD
358,694,581 - 358,694,581
Prepaid taxes USD
7,079,297 - 7,079,297
Deferred tax assets USD
1,524,116 - 1,524,116
Intangible assets USD
699,457 - 699,457
Other non-current assets USD
1,811,929 - 1,811,929
Total non-current assets USD
2,509,573,612 - 2,509,573,612
TOTAL ASSETS USD
3,299,426,709 - 3,299,426,709
LIABILITIES AND EQUITY
LIABILITIES
CURRENT LIABILITIES
USD
Trade payables 206,279,967 - 206,279,967
USD
Accrued expenses - current portion 49,032,549 - 49,032,549
USD
Taxes payable 3,413,266 - 3,413,266
USD
Dividends payables 7,804,902 - 7,804,902
USD
Contract liabilities 1,416,257 - 1,416,257
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USD
Derivative liabilities - current portion 414,255 - 414,255
Borrowings - current portion:
USD
- Bank loans and credit facility 26,053,038 - 26,053,038
USD
- Bonds payable 31,945,910 - 31,945,910
USD
- Lease liabilities 1,820,379 - 1,820,379
USD
Total current liabilities 328,180,523 - 328,180,523
NON-CURRENT LIABILITIES
USD
Accrued expenses - non-current portion 7,957,818 - 7,957,818
Borrowings - net of current portion:
USD
- Bank loans and credit facility 256,003,092 - 256,003,092
USD
- Loans from shareholder 195,000,000 - 195,000,000
USD
- Loans from shareholder of subsidiary 24,681,300 - 24,681,300
USD
- Lease liabilities 2,782,120 - 2,782,120
USD
- Bonds payable 59,149,022 - 59,149,022
USD
Deferred tax liabilities 91,241,354 - 91,241,354
USD
Post-employment benefits liability 2,339,991 - 2,339,991
USD
Provision for rehabilitation, reclamation and mine closure 6,827,733 - 6,827,733
USD
Derivative liabilities – non-current portion 406,650 - 406,650
USD
Total non-current liabilities 646,389,080 - 646,389,080
USD
TOTAL LIABILITIES 974,569,603 - 974,569,603
EQUITY
Share capital USD
739,792,644 - 739,792,644
Additional paid-in capital - net USD
765,623,482 - 765,623,482
Difference in value from transactions with non-controlling interests USD
(365,412) - (365,412)
Other comprehensive loss USD
(258,130) - (258,130)
Retained earnings USD
47,349,697 - 47,349,697
Non-controlling interests USD
772,714,825 - 772,714,825
TOTAL EQUITY USD
2,324,857,106 - 2,324,857,106
TOTAL LIABILITIES AND EQUITY USD
3,299,426,709 - 3,299,426,709
DESCRIPTION, CONSIDERATION, AND REASON FOR THE AFFILIATED TRANSACTION COMPARED WITH
OTHER SIMILIAR TRANSACTION WHICH ARE NOT PERFOMED WITH AFFILIATED PARTIES
By implementing the Transaction, The Company can provide funding support that will be used by MTI as
described in the Transaction Value and Scope of Agreement.
Thus, the Transaction will be more efficient if carried out with the Company as the holding company of MTI.
Furthermore, it is hoped that the Transaction can have a positive impact on the Company, which ultimately
creates added value for the Shareholders of the Company indirectly.
Transactions have also been assessed by internal procedures with using similar terms and conditions as if the
Transaction were conducted with a non-affiliated party, hence the terms and conditions of the Transaction are
11
Page 12
carried out by commomnly accepted business practices. Furthermore, the Transactions is also more effective
and efficient if it is carried out between parties affiliated of the Company.
STATEMENT OF THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS OF THE COMPANY
The Board of Commissioners and Board of Directors of the Company, individually and jointly, state that all
material information related to the Transaction has been disclosed and the information is not misleading and
the Transaction is not a Conflict of Interest Transaction as referred to POJK 42/2020 and is not a material
transaction as referred to POJK 17/2020 considering that the Transaction value does not reach 20% (twenty
percent) of the Company's equity value in accordance with the Financial Statements of the Company and its
subsidiaries for the six-month period ended 30 June 2024 which was audited by KAP Tanubrata Sutanto Fahmi
Bambang & Rekan.
The Board of Directors of the Company stated that the Transaction was carried out in accordance with the
procedures as required by POJK 42/2020 to ensure that Affiliated Transactions have been carried out in
accordance with prevailing regulation and generally accepted business practices.
[this page intentionally left blank]
12
Page 13
ADDITIONAL INFORMATION
For further information, you can contact the Company at the following address:
PT Merdeka Battery Materials Tbk
Corporate Secretary
Treasury Tower, 69th Floor, District 8 SCBD Lot. 28
Jl. Jend. Sudirman Kav. 52-53, South Jakarta 12190
Telephone: +62 21 3952 5581
Facsimile: +62 21 3952 5582
E-mail: corsec@merdekabattery.com
Website: www.merdekabattery.com
Initial:
13
Names mentioned 29 people and organisations named in the text · linked when the evidence is strong
unresolved
org
PT Merdeka Tsingshan Indonesia
p.1 ×2
unresolved
org
Financial Services Authority
p.1 ×2
unresolved
org
Minister of Law and Human Rights
p.2
unresolved
org
Iskandar dan Rekan
p.3
unresolved
org
PT Sulawesi Cahaya Mineral
p.3
unresolved
org
KJPP
p.4
unresolved
org
PT Hamparan Logistik Nusantara
p.4
unresolved
person
Darmawan Tjoa
· Notaris
p.4 ×9
unresolved
person
Jose Dima Satria
· Notaris
p.4 ×3
unresolved
org
PT Datindo Entrycom
p.5
unresolved
org
PT Batutua Pelita Investama
p.7 ×2
unresolved
org
Wealthy Source Holding Limited
p.7
unresolved
org
Tanubrata Sutanto Fahmi Bambang & Rekan
p.8 ×2
unresolved
org
Tanubrata Sutanto Fahmi Bambang
p.8 ×2
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
2498 ms
12 Sep 2026 22:56
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}