20241107_PTRO_Keterbukaan Informasi terkait Aksi Korporasi_31754735_lamp1.pdf

                                             I.      DEFINITIONS



 “AOA”                 :         Articles of Association.

 “IDX”                 :         Indonesian Stock Exchange.

 “OJK”                 :         Financial Services Authority of the Republic of Indonesia.

 “Disclosure of        :         The information submitted by the Company as stated in this
 Information”                    announcement.


 “Company”             :         PT Petrosea Tbk, a public limited company established based on and
                                 subject to the laws of the Republic of Indonesia.

 “Minister of Law :              Minister of Law and Human Rights of the Republic of Indonesia.
 and Human Rights”

 “POJK 15/2020”        :         OJK Regulation Number 15/POJK.04/2020 regarding Plan and
                                 Implementation of General Meeting of Shareholders of Public Company.

 “POJK 15/2022”        :         OJK Regulation Number 15/POJK.04/2022 regarding Stock Splits and
                                 Reverse Stock Splits by Public Companies.

 “Independent          :         Public Appraisal Services Office Kusnanto and Partners.
 Appraisal” or
 “KJPP”

 “Stock Split”         :         Stock split plan as described in Part III and Part V of this Disclosure of
                                 Information.

 “EGMS”                :         Extraordinary General Meeting of the Shareholders of the Company.



 “Rp”                  :         Indonesian Rupiah, which is the legal currency of the Republic of
                                 Indonesia.



                           II.       INFORMATION ON SHARES CLARIFICATION


In accordance with the Company's Articles of Association as stated in the Deed of Statement of Meeting
Decision on Amendments to the Company's Articles of Association No. 29 dated 26 October 2022,
drawn up before Syarifudin, S.H., Notary in Tangerang City, which has obtained approval for
amendments to the articles of association of a limited liability company from the Minister of Law and
Human Rights No. AHU-0078346.AH.01.02.Year 2022 dated 28 October 2022, currently the Company
only has one series of common shares with a nominal value of Rp. 50.00 (fifty rupiah) per share. Each
shareholder has the same voting rights, where one share has one voting right.

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     III.    STOCK SPLIT RATIO & INFORMATION OF THE NUMBER OF SHARES OF THE COMPANY
                               BEFORE AND AFTER THE STOCK SPLIT


The Company intends to conduct a Stock Split with a ratio of 1:10 (1 (one) previous share becomes 10
(ten) new shares). Therefore, the nominal value of the shares and the number of shares before and
after the Stock Split are as follows:


                  Remarks                         Before Stock Split              After Stock Split



 Shares Nominal Value                            Rp. 50.00 per share             Rp. 5.00 per share



 Amount of Shares Issued and Paid Up             1,008,605,000 shares          10,086,050,000 shares




            IV.      DATE OF PRINCIPAL APPROVAL FROM IDX FOR THE STOCK SPLIT PLAN


In accordance with POJK 15/2022, the Company has submitted a plan to implement the Stock Split to
IDX with Letter No. CORSEC/L/2024/X-0102 dated 15 October 2024 and the Stock Split plan has
obtained approval in principle from IDX as stated in Letter No. S-11477/BEI.PP1/10-2024 dated 30
October 2024.



                  V.        REASONS & PURPOSES OF IMPLEMENTING THE STOCK SPLIT


1.      The Company expects that the splitting of the nominal value of its shares will make the
        Company's share price more affordable for capital market investors, especially individual
        shareholders, so therefore increase the liquidity and trading frequency of the Company's
        shares.

2.      It is hoped that more affordable share prices will increase demand for the Company's shares,
        attract the interest of potential new investors and expand the investor base, both national and
        foreign investor groups, as well as the classification of individual shareholders and business
        entities.

3.      The Stock Split does not have a negative impact on the Company's financial position.




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                           VI.     STOCK SPLIT IMPLEMENTATION ESTIMATION


    No                              REMARKS                                     SCHEDULE
     1        Principle Approval from IDX                                Wednesday, 30 October 2024

     2        Notification to OJK Regarding the Plan to Conduct an         Tuesday, 31 October 2024
              EGMS (with the BEI Principle Approval attached)
     3        Announcement of the EGMS and Disclosure of                  Thursday, 7 November 2024
              Information Regarding the Stock Split Plan
     4        EGMS Invitation                                              Friday, 22 November 2024

     5        EGMS                                                        Monday, 16 December 2024

     6        Application for Additional Share Registration to IDX for   Wednesday, 18 December 2024
              Shares Resulting from a Stock Split
     7        Disclosure     of    Information     Regarding      the     Monday, 23 December 2024
              Implementation of the Stock Split*
     8        End Date of Trading of Shares with Old Nominal Value         Friday, 27 December 2024
              in Regular Market and Negotiation Market
     9        Initial Date of Trading of Shares with New Nominal          Monday, 30 December 2024
              Value in the Regular Market and Negotiation Market
    10        Trading Suspension Period in Cash Market for 2 (two)       Monday, 30 December 2024 &
              Trading Days                                                Thursday, 2 January 2025
    11        - Last date of Settlement of Stock Trading with Old          Thursday, 2 January 2025
              Nominal Value
              - Recording Date of Shares Entitled to Stock Split (Rec
              Date)
    12        - Distribution Date of Shares with New Nominal Value*          Friday, 3 January 2025
              - Start of Trading of Shares with New Nominal Value in
              Cash Market*
*Estimation




                   VII.     SUMMARY OF APPRAISAL REPORT FOR STOCK EVALUATION


The Company has appointed KJPP Kusnanto and Partners (hereinafter referred to as "KJPP KR") as the
official Public Appraisal Service Office based on the Decree of the Minister of Finance No. 2.19.0162
dated 15 July 2019 and is registered as a capital market supporting professional service office at the
OJK with a Capital Market Supporting Professional Registration Certificate from the OJK No. STTD.PB-
01/PJ-1/PM.223/2023 (business appraiser). KJPP KR has been assigned by the Company's management
to determine the market value of 100.00% of the Company's shares in accordance with the assignment
letter KR/240905-001 dated 5 September 2024 which has been approved by the Company's
management.




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The following is the summary of the assessment report from KJPP KR on the Assessment Object as
stated in the Assessment Report No. 00148/2.0162-00/BS/02/0153/1/X/2024 dated 14 October 2024:

1. Party identity
   PT Petrosea Tbk.

2. Assessment object
   Object in market value of 100.00% shares of PT Petrosea Tbk.

3. Purpose of appraisal
   The purpose of the assessment is to obtain an independent opinion on the market value of the
   Assessment Object stated in USD and/or its equivalent as of 30 June 2024.

    The purpose of the assessment is to provide an overview of the market value of the Assessment
    Object which will then be used as reference and consideration by the Company's management in
    implementing the Transaction Plan and to comply with POJK 15/2022.

4. Asumptions and limiting conditions
   This assessment was prepared based on market and economic conditions, general business and
   financial conditions, as well as government regulations in effect as of the date of publication of this
   assessment report.

    The appraisal of the Assessment Object conducted using the discounted cash flow method was
    based on the financial statement projections of the Company, PT Mahaka Industri Perdana (“MIP”),
    PT Kuala Pelabuhan Indonesia (“KPI”), PT Karya Bhumi Lestari (“KBL”), and PT Cristian Eka Pratama
    (“CEP”) prepared by the management of the Company, MIP, KPI, KBL and CEP. In preparing the
    financial statement projections, various assumptions were developed based on the performance
    of the Company, MIP, KPI, KBL and CEP in previous years and based on management plans for the
    future. KJPP KR has made adjustments to the financial statement projections in order to describe
    the operating conditions and performances of the Company, MIP, KPI, KBL and CEP assessed at the
    time of this assessment more fairly. In general, no significant adjustments were made by KJPP KR
    to the performance targets of the Company, MIP, KPI, KBL and CEP assessed and have reflected
    their ability to achieve (fiduciary duty). KJPP KR is responsible for the implementation of the
    assessment and fairness of the financial report projections based on the historical performances f
    the Company, MIP, KPI, KBL and CEP and the Company's management information on the financial
    report projections of the Company, MIP, KPI, KBL and CEP. KJPP KR is also responsible for the
    Company's assessment report and the conclusion of the final value.

    In this assessment assignment, KJPP KR assumes that all conditions and obligations of the Company
    have been fulfilled. KJPP KR also assumes that from the date of the assessment until the date of
    issuance of the assessment report there are no changes that have a material effect on the
    assumptions used in the assessment. KJPP KR is not responsible for reaffirming or completing,
    updating the opinion of KJPP KR due to changes in assumptions and conditions and events that
    occur after the date of this report.




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   In carrying out the analysis, KJPP KR assumes and relies on the accuracy, reliability, and
   completeness of all financial information and other information provided to KJPP KR by the
   Company or publicly available which is essentially true, complete, and not misleading and KJPP KR
   is not responsible for conducting an independent examination of such information. KJPP KR also
   relies on assurances from the Company's management that they are not aware of facts that could
   cause the information provided to KJPP KR to be incomplete or misleading.

   The assessment analysis of the Appraisal Object was prepared using the data and information as
   disclosed above. Any changes to the data and information may materially affect the final result of
   the KJPP KR opinion. KJPP KR is not responsible for changes to the conclusions of the KJPP KR
   assessment or any loss, damage, costs, or expenses caused by the lack of information disclosure
   therefore resulting in the data obtained by KJPP KR to become incomplete and/or be
   misinterpreted.

   Since the results of the KJPP KR assessment are highly dependent on the data and underlying
   assumptions, changes to the data source and assumptions according to market data will change
   the results of the KJPP KR assessment. Therefore, KJPP KR states that changes to the data used can
   affect the appraisal results and that the differences that occur can be material. Although the
   contents of this appraisal report have been carried out in good faith and a professional manner,
   KJPP KR cannot accept responsibility for the possibility of differences in conclusions caused by
   additional analysis, the application of the appraisal results as a basis for conducting transaction
   analysis or changes in the data used as the basis for the assessment. The Assessment Object of the
   appraisal report is a non-disclaimer opinion and is a report that is open to the public unless there
   is confidential information that may affect the Company's operations.

   The work of KJPP KR related to the assessment of the Assessment Object does not constitute and
   cannot be interpreted in any form, a review or audit, or the implementation of certain procedures
   on financial information. The work also cannot be intended to reveal weaknesses in internal
   control, errors or irregularities in financial statements, or violations of the law. Furthermore, KJPP
   KR has also obtained information on the legal status of the Company based on the Company's
   articles of association.

5. Assessment approaches and methods
   The valuation methods used in the valuation of the Valuation Object are the discounted cash flow
   [DCF] method, adjusted net asset method, and guideline publicly traded company method.

   The discounted cash flow method was chosen considering that the business activities carried out
   by the Company, MIP, KPI, KBL and CEP in the future will remain fluctuated in accordance with
   estimates of the development of the Company's business, MIP, KPI, KBL and CEP. In carrying out
   the assessment using this method, the operations of the Company, MIP, KPI, KBL and CEP are
   projected in accordance with estimates of the business development of the Company, MIP, KPI,
   KBL and CEP. The cash flow generated based on the projection is converted into present value with
   a discount rate that is appropriate to the level of risk. The value indication is the total present value
   of the cash flow.

   In carrying out the assessment using the net asset adjustment method, the value of all components
   of assets and liabilities/debts must be adjusted to their market value, except for components that
   have shown their market value (such as cash/bank or bank debt). The overall market value of the


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    company is then obtained by calculating the difference between the market value of all assets
    (tangible and intangible) and the market value of liabilities.

    The method of comparing companies listed on the stock exchange was used in this assessment
    because although in the public company stock market no information is obtained regarding similar
    companies with equivalent business scale and assets, it is estimated that the existing public
    company stock data can be used as comparative data for the value of shares owned by the
    Company, MIP, KPI, KBL and CEP.

    The above assessment approaches and methods are those that KJPP KR considers most
    appropriate to be applied in this assignment and have been agreed upon by the Company's
    management. It is possible to apply other assessment approaches and methods that may provide
    different results.

    Next, the values obtained from each method are reconciled by weighting.

6. Appraisal Summary
   Based on the results of the analysis of all data and information that KJPP KR has received and by
   considering all relevant factors that influenced the assessment, in the opinion of KJPP KR, the
   market value of the Assessment Object on 30 June 2024 is USD 916.33 million (or equivalent to
   USD 0.91/share using the Company's total shares of 1,008,605,000 shares on 30 June 2024) or
   equivalent to Rp. 15.05 trillion (or equivalent to Rp. 14,919/share using the Company's total shares
   of 1,008,605,000 shares) using Bank Indonesia's middle rate on 30 June 2024.


               VIII.    INFORMATION REGARDING THE IMPLEMENTATION OF EGMS


The Stock Split will be implemented after obtaining approval from the EGMS which is planned to be
held on 16 December 2024. In accordance with POJK 15/2022, the implementation of the Stock Split
must be conducted no later than 30 calendar days after the implementation of the EGMS which
approves the Stock Split plan. If the deadline falls on a holiday, the implementation of the Stock Split
will be carried out no later than the next working day.


                                    IX.     OTHER INFORMATION


The Company does not have any plans for corporate actions that will affect the number of shares
and/or capital of the Company which will be carried out within a period of 6 (six) months after the date
of the Stock Split.


                          X.       THE BOARD OF DIRECTORS STATEMENT


The Company's Board of Directors is fully responsible for the accuracy of all information contained in
this Disclosure of Information.




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                               XI.     ADDITIONAL INFORMATION


For the shareholders of the Company who require further information, please contact:
                                          PT PETROSEA TBK
                                 Indy Bintaro Office Park, Building B
                 Jl. Boulevard Bintaro Jaya Blok B7/A6, Sektor VII, CBD Bintaro Jaya
                                  South Tangerang 15224, Indonesia
                           Telp: (62 21) 29770999, Fax: (62 21) 29770988
                             Email: corporate.secretary@petrosea.com
                                      Web: www.petrosea.com
                                      u.p.: Corporate Secretary

                                         7 November 2024

                                Board of Directors of the Company




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