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20241007_ANTM_Informasi Transaksi Afiliasi_31733355_lamp2.pdf
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Page 1 OCR 0.891
October 7, 2024
Number : 3986692 / PAT (2024
Subject : Information Disclosure of Material Information or Facts and Affiliated Transactions
Attachment : 1 (One) Document
To
Chief Executive of Capital Market Supervisor, Derivative Finance and Carbon Exchanges
Financial Services Authority
Gedung Soemitro Djojohadikusumo
Jl. Lapangan Banteng Timur No. 2-4
Jakarta 10710
In order to comply with the provisions of:
1. Financial Services Authority Regulation No. 31/POJK.04/2015 regarding Disclosure of Material
Information or Facts by Issuers or Public Companies (“OJK Regulation No. 31/2015”): and
2. Financial Services Authority OJK Regulation No. 42/POJK.4/2020 regarding Affiliated Transactions
and Conflict of Interest Transactions (“OJK Regulation No. 42/2020”)
hereby PT Aneka Tambang Tbk (“Perseroan”) submits information disclosure of Share Purchase Transaction
of PT Jiu Long Metal Industry (JLMI”) shares owned by Newton International Investment Pte. Ltd asa third
party conducted by PT Gag Nikel ("PTGN") as a controlled company of the Company, constitutes an
information or other material fact as referred to in OJK Regulation No. 31/2015. In addition, the Company
also submits information disclosure of Shareholder Loan from PTGN to JLMI constitutes an Affiliated
Transaction as referred to in OJK Regulation No. 42/2020.
Thus we convey this information disclosure report. Thank you for your attention.
Directer of Business Development
I Dewa Wirantaya dA '
abaf antam
T (62217891234
F (62217 780-1224
wwwantam.com
Page 2 OCR 0.931
THE INFORMATION DISCLOSURE TO SHAREHOLDERS REGARDING MATERIAL TRANSACTION AND AFFILIATED TRANSACTIONS OF PT ANEKA TAMBANG TBK (THE “COMPANY”) This Information Disclosure is made in connection with the (i) Share Purchase Transaction (as defined below) which constitutes material information or facts as stipulated in OJK Regulation No. 31/POJK.04/2015 regarding Disclosure of Material Information or Facts by Issuers or Public Companies (“OJK Regulation No. 31/2015”), and the (ii) Granting of Shareholder Loans (as defined below) which constitutes an affiliated transaction under OJK Regulation No. 42/POJK.4/2020 regarding Affiliated Transactions and Conflict of Interest Transactions (“OJK Regulation No. 42/2020”), which both transactions are part of a series of transactions as we will describe in the Introduction section below. THE INFORMATION PROVIDED IN THIS INFORMATION DISCLOSURE IS IMPORTANT AND SHOULD BE READ AND DULY NOTED BY THE COMPANY'S SHAREHOLDERS. IF YOU EMCOUNTER DIFFICULTIES IN UNDERSTANDING THE INFORMATION PROVIDED IN THIS DISCLOSURE, IT IS ADVISABLE TO SEEK ADVICE FROM SECURITIES BROKER, INVESTMENT MANAGER, LEGAL CONSULTANT, CERTIFITED PUBLIC ACCOUNTANT, FINANCIAL ADVISOR, OR OTHER PROFESSIONALS. THE BOARD OF COMISSIONERS AND BOARD OF DIRECTORS OF THE COMPANY AFFIRM THAT ALL MATERIAL INFORMATION OR FACTS CONTAINED IN THIS INFORMATION DISCLOSURE ARE COMPLETE, ACCURATE, AND NOT MISLEADING. THE BOARD OF COMISSIONERS AND BOARD OF DIRECTORS OF THE COMPANY ALSO DECLARE THAT THIS MATERIAL TRANSACTION AND AFFILIATED TRANSACTION DO NOT CONTAIN ANY CONFLICT OF INTEREST. Afi-antam te) PT ANEKA TAMBANG TBK Business Activities Engaged in the mining of various types of mineral resources, and involved in industrial, trading, transportation, and related services associated with the mining of various types of mineral resources, as well as optimizing the utilization of resources owned by the Company to produce high-guality goods and/or services with strong competitiveness to obtain/seek profits to enhance the Company's value while adhering to the principles of a Limited Liability Company. Domiciled in Jakarta, Indonesia Head Office Gedung Aneka Tambang Tower A Jl. Letjen T.B. Simatupang No. 1, Lingkar Selatan, Tanjung Barat, Jakarta 12530 Telephone: (021) 789 1234 E-mail: corsec@antam.com Website: https://www.antam.com This Information Disclosure is issued in Jakarta on the date of 7 October 2024 UV 4d.
Page 3 OCR 0.915
Affiliation : a. family relationship by marriage up to the second degree, both horizontally and vertically, namely a person's relationship with: (0) husband or wife, (ii) parents of husband or wife and husband or wife and children: Ci) grandparents of the husband or wife and husband or wife of the grandchildren: (iv) the sister of the husband or wife and the husband or wife of the relative: or v) the husband or wife and the brother of the person concerned b. family relationship by descent up to the second degree, both horizontaly and vertically, namely a person's relationship with: (W) parents and children, (ii) grandparents and grandchildren: or (iii) siblings of the person concerned. c. relationship between a party and an employee, director, or commissioner of the party, d. relationship between two or more companies where there is one or more member of the same board of directors, management, board of commissioners or supervisors, e. a relationship between a company and a party, either directly or indirectly, controlling or controlled by the company or the party in determining the management and/or policy of the company or the party: f. a relationship between two companies that are controlled, either directly or indirectly, in any way, in determining the management and/or policies of the companies by the same party, or 9. arelationship between a company and a main shareholder, namely a party that directly or indirectly owns at least 2044 of the voting shares of the company. Deed of Share Transfer : Deed of Share Transfer No. 5 dated 3 October 2024 made before Mina Ng, S.H., SPN., M. Kn., Notary in Jakarta. APN 1 Asia Pacific Nickel Pty Ltd. domiciled in Australia, a company legally established under the laws of Australia, which is a Controlled Company owned 10044 by the Company. Conlflict of Interest 1. 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, main shareholders, or controllers that may harm the Public Company as referred to in OJK Regulation No. 42/2020. PASO DSR E Public Appraisal Services Office of Doli Siregar & Rekan.
Page 4 OCR 0.930
JISDOR JLMI ISBC PASO PASO Fairness Opinion Report MOLHR NI FSA Ore Supply Shareholder Loan Shareholder Loan Agreement Company Public Company Controlled Company CSPA Jakarta Interbank Spot Dollar Rate. PT Jiu Long Metal Industry, domiciled in South Jakarta, a limited liability company legally established under the laws of the Republic of Indonesia, which is a controlled subsidiary of ETGL. Indonesian Standard Business Classification. Public Appraisal Services Office. Fairness opinion on Affiliated Transaction (as defined below) by PTGN as the Controlled Company which is either directly or indirectly owned 10074 by the Company conducted by PASO No. 00085/2.0042-00/BS/02/0405/1/1X/2024 dated 26 September 2024 Minister of Law and Human Rights of the Republic of Indonesia. Nemton International Investment Pte. Ltd. domiciled in Singapore, a company duly incorporated under the laws of Singapore, which is a controlled subsidiary of ETGL. Financial Services Authority, an independent institution that has the function, duty and authority to regulate, supervise, examine and investigate financial services activities in the capital market sector, insurance, pension funds, financing institutions, and other financial services institutions as referred to in Law No. 21 of 2011 concerning the Financial Services Authority as amended by Law No. 4 of 2023 concerning the Development and Strengthening of the Financial Sector which is a successor agency to the Capital Market and Financial Institutions Supervisory Agency. Nickel ore supply agreement between PTGN and UMT signed on 3 May 2024 as amended by Amendment Agreement to the Ore Supply Agreement signed on 3 October 2024. The provision of shareholder loan by PTGN as the Controlled Company which is directly or indirectly owned 1005 by the Company to JLMI which is carried out based on the Shareholder Loan Agreement. Shareholders Loan Agreement between PTGN and JLMI signed on 3 October 2024. PT Aneka Tambang Tbk, domiciled in Jakarta, a public limited liability company legally established under the laws of the Republic of Indonesia whose shares are listed on the Indonesia Stock Exchange, established according to and based on the laws and regulations of the Republic of Indonesia. Issuers that have made a public offering of eguity securities or public companies. A company that is controlled either directly or indirectly by a Public Company. Conditional Sale and Purchase Agreement between NII and PTGN dated 3 May 2024 as amended by the Amendment Agreement to 3 SV AN
Page 5 OCR 0.938
OJK Regulation No. 31/2015 OJK Regulation No: 15/2020 OJK Regulation No. 17/2020 OJK Regulation No. 42/2020 OJK Regulation No. 35/2020 Prepayment PTGN Series of Transactions GMS EGM OJK Circular Letter No. 1712020 Share Purchase Transaction Affiliated Transaction ETGL the Conditional Sale and Purchase Agreement signed on 3 October 2024. OJK Regulation No. 31/POJK.04/2015 concerning Information Disclosure or Material Facts by Issuers or Public Companies. OJK Regulation No. 15/POJK.04/2020 concerning the Plan and Implementation of the General Meeting of Shareholders of Public Companies. OJK Regulation No. 17/POJK.04/2020 concerning Material Transactions and Changes in Business Activities. OJK Regulation No. 42/POJK.04/2020 concerning Affiliated Transactions and Conflict of Interest Transactions. OJK Regulation No. 35/POJK.04/2020 concerning Assessment and presentation of Business Valuation Reports in the Capital Market. Agreement between PTGN and UMT under which the prepayment is made by UMT to PTGN for the supply of nickel ore under the Ore Supply Agreement, signed on 3 May 2024 as amended by the Amendment Agreement to the Prepayment Agreement signed on 3 October 2024. PT Gag Nikel, domiciled in Jakarta, a limited liability company legally established under the laws of the Republic of Indonesia, which is a Controlled Company that is directly or indirectly 1004 owned by the Company. A series of several transactions that is carried out by PTGN, which includes the Share Purchase Transaction, Ore Supply, Prepayment and Shareholder Loan as described in the Introduction Section of this Information Disclosure. General Meeting of Shareholders. Extraordinary General Meeting of Shareholders. OJK Circular Letter No. 17/SEOJK.04/2020 concerning Guidelines for the Assessment and Presentation of Business Valuation Reports in the Capital Market. Transaction to purchase 30X: of JLMI shares by PTGN from JLMI's shareholder, namely NII. Any activity and/or transaction conducted by a Public Company or a Controlled Company with an Affiliate of the Public Company oran Affiliate of a member of the board of directors, a member of the board of commissioners, a main shareholder, or a controller, including any activity and/or transaction conducted by a Public Company or a Controlled Company for the benefit of an Affiliate of the Public Company or an Affiliate of a member of the board of directors, a member of the board of commissioners, a main shareholder, or a controller. Eternal Tsingshan Group Limited, a company legally established
Page 6 OCR 0.895
under the laws of Hong Kong SAR, and its subsidiaries throughout the world, including Indonesia. UMT £ PT Universal Metal Trading, domiciled in Indonesia, a limited liability company legally established under the laws of the Republic of Indonesia, which is a controlled subsidiary of ETGL. 5 OV AN
Page 7 OCR 0.918
INTRODI ION This Information Disclosure to the Shareholders of the Company (“Information Disclosure”) contains information regarding the purchase transaction of JLMI shares owned by NIl as a third party conducted by PTGN as a controlled company of the Company. After the entry of PTGN as a minority shareholder of JLMI on 3 October 2024, PTGN provided a shareholder loan to JLMI. The transaction as referred to above is part of a series of transactions which begins with the purchase of 3074 of shares owned by NII in JLMI by PTGN as a Controlled Company which is either directly or indirectly owned 100Yc by the Company. In connection with the Share Purchase Transaction, PTGN as the buyer and Nil as the seller have signed the CSPA on 3 May 2024 and Deed of Share Transfer on 3 October 2024. On the same day, namely on 3 May 2024, PTGN and UMT have signed (i) Ore Supply Agreement which underlies the supply of nickel ore from PTGN to UMT, and (ii) Prepayment Agreement which underlies the advance payment by UMT to PTGN for a portion of the nickel ore supply to be delivered by PTGN to UMT, which funds obtained by PTGN under the Prepayment Agreement are used by PTGN to be part of the payment for the Share Purchase Transaction. After PTGN effectively became a shareholder of JLMI, PTGN has provided a shareholder loan to JLMI based on the Shareholder Loan Agreement (the entire series of transactions as above is hereinafter referred to as the “Series of Transactions”). In relation to the above as part of the Series of Transactions, the Share Purchase Transaction, constitutes an information or other material fact as referred to in OJK Regulation No. 31/2015, and the Shareholder Loan from PTGN to JLMI constitutes an Affiliated Transaction as referred to in OJK Regulation No. 42/2020, because after PTGN effectively becomes a shareholder of JLMI, the Company becomes one of the indirect main shareholders of JLMI. In connection with the matters as mentioned above, the Board of Directors of the Company announces this Information Disclosure through the Company's website and the Indonesia Stock Exchange website with the intention of providing information and a more complete picture to the Shareholders of the Company regarding the Shareholder Loan. DESCRIPTION OF TRANSACTIONS THAT CONSTITUTE MATERIAL INFORMATION OR FAC 1. Date of Event The Deed of Share Transfer was signed by PTGN and NII on 3 October 2024. 2. Types of Material Information or Facts The purchase transaction of 3076 of JLMI shares by PTGN as a Controlled Company which is either directly or indirectly owned 10074 by the Company, is information or other material facts as stipulated in OJK Regulation No. 31/2015. The Share Purchase Transaction is not an Affiliated Transaction based on OJK Regulation No. 42/2020 nor a material transaction based on OJK Regulation No. 17/2020. 3. Material Description of Material Information or Facts a Related Parties @ Nil as the seller, and (ii) — PTGN as the buyer PTGN and NII are not affiliated parties. PTGN is a Controlled Company which is directly or indirectly 1006 owned by the Company. b. Transaction Value Based on CSPA and Deed of Share Transfer, the value of the Transaction object is USD102,500,000. Cc. Purpose of the Transaction . . The consideration for the Transaction is to implement the downstream policy as imposed by the - F4 W
Page 8 OCR 0.939
Government of Indonesia based on the Generation VII Contract of Work signed on 19 February 1998 with No. B.53/Pres/1/1998 of 1998 between the Government of Indonesia and PTGN as amended by the Amendment to the Contract of Work dated 12 April 2017. The purpose of this downstream obligation is expected to improve financial performance so as to create added value for shareholders. Its implementation is also expected to support the Government of Indonesia's efforts in developing the national electric vehicle ecosystem. 4. The Impact, Information or Material Facts on Operational Activities, Legal, Financial Condition or Business Continuity of the Company With the implementation of the Share Purchase Transaction, where in the future PTGN as the shareholder of JLMI will receive dividends from JLMI, on a consolidated basis it will also provide additional net income for the Company. DESCRIPTION OF AFILIATE TRANSACTIONS Te Object of Transaction The object of this transaction is the Shareholder Loan from PTGN to JLMI based on the Shareholder Loan Agreement in the amount of USD18,000,000 (Rp274,446,000,000 calculated based on Bank Indonesia JISDOR exchange rate on 2 October 2024). The Shareholder Loan is an Affiliated Transaction based on OJK Regulation No. 42/2020 because after PTGN effectively becomes a shareholder of JLMI, the Company becomes an indirect main shareholder of JLMI. 2. Transaction Value Based on the Shareholder Loan Agreement, the value of the transaction object in relation to the Shareholder Loan is Rp274,446,000,000 calculated based on Bank Indonesia JISDOR exchange rate on 2 October 2024. 3. Parties Conducting the Transaction a PTGN as the shareholder loan lender, and b. JLMI as the shareholder loan receiver. 4. Related Agreement The related agreement executed by the parties is the Shareholder Loan Agreement dated 3 October 2024 which was executed on the same day immediately after PTGN became the shareholder of JLMI based on Deed of Share Transfer. 5. Explanation, Consideration and Reason for the Transaction and the Effect of the Transaction on the Company's Financial Condition Prior to the Share Purchase Transaction, NII as the sole shareholder of JLMI provided a shareholder loan to JLMI amounting to USD60,000,000 as JLMI's working capital. After the Share Purchase Transaction, PTGN becomes the 3046 shareholder of JLMI, so that the Shareholder Loan provided by PTGN to JLMI is in accordance with the proportion of PTGN's share ownership. The loan will be used by JLMI as partial repayment of the shareholder loan provided by NII to JLMI. The Shareholder Loan by PTGN will increase the Company's indirect income derived from interest income on the payment of the Shareholder Loan from JLMI to PTGN. Furthermore, the Shareholder Loan will be used by JLMI to strengthen its operational activities, which will increase JLMI's income, so that JLMI can distribute dividends to PTGN as one of JLMI's shareholders, where PTGN will forward the dividend income to the Company.
Page 9 OCR 0.909
6. Overview of JLMI Financial Data JLMI Statement of Financial Position 31 December 2022 and 31 December 2023 (presented in United States Dollars, unless otherwise stated) Description 31 December 2022 31 December 2023 Total Assets 206.632.405 261.767.507 Total Liabilities 58.883.264 40.439.134 Total Eguity 147.749.141 221.328.373 Description 31 December 2022 31 December 2023 Sales 455.271.956 384.348.706 Operating Profit 127.940.078 73.580.524 Comprehensive Income for the Year 127.940.078 73.580.524 BRIEF DESCRIPTION OF JLMI 1. Brief History of JLMI JLMI was established under the name of PT Jiu Long Metal Industry based on Deed of Establishment No. 13 dated 25 September 2020 made before Mina Ng, S.H., M.Kn., which has been approved by MOLHR based on Decree No. AHU-0052841.AH.01.01.YEAR 2020 (“JLMPs Deed of Establishment”). The Deed of Establishment of JLMI has been amended several times, as most recentiy set forth in Deed of Circular Resolution in Lieu of EGM No. 4 dated 3 October 2024 made before Mina Ng, S.H., SPN., M.Kn., Notary in Jakarta and has been approved by MOLHR based on Decree No. AHU-0062936.AH.01.02.TAHUN 2024 dated 3 October 2024 and has received notification from MOLHR based on Notification Acceptance Letter No. AHU-AH.01.03-0197951 and No. AHU-AH.01.09-0259231, both dated 3 October 2024 (“JLMI's Articles of Association” or "JLMI Deed No. 4/2024”). JLMI Business Activities Based on Article 3 of JLMI's Articles of Association, JLMI's business activities are as follows: Non-ferrous base metal manufacturing industry. Wholesale trade in metals and metal ores. Wholesale trading of cement, lime, sand, and stone. Wholesale trading of basic chemical materials and goods. app At the time of this Information Disclosure, the main business activity carried out by JLMI is non-ferrous base metal manufacturing industry. JLMI Capital Structure The capital structure of JLMI as of the date of this Information Disclosure is as follows: No. Shareholders Mumbero Nominal (Rp) Bana 1 TNI 14.000.000 | 196.000.000.000 70 2 —LPTeN 6.000.000 |. 84.000.000.000 30 Authorized Capital 20.000.000 1 280.000.000.000 : Issued and Paid Up Capital 20.000.000 1 280.000.000.000 - Shares in Portepel - 5 “ Composition of JLMI Board of Directors and Board of Commissioners Based on the JLMI Deed No. 4/2024, the composition of the management of JLMI at the time of this Information Disclosure is as follows: NY AN
Page 10 OCR 0.923
Director President Director : Xiang Binghe Director : Ye Changging Director 1 Wirya Hadinata Board of Commissioner President Commissioner 1 Lin Jigun Commissioner 1 Zhang Oiguang Commissioner : Muhidin BRIEF DESCRIPTION OF PTGN N 5 Brief History of PTGN PTGN was established under the name of PT Gag Nikel based on Deed No. 7 dated 6 February 1998 made before Sutjipto, S.H., Notary in South Jakarta. This deed of establishment was approved by the Minister of Justice of the Republic of Indonesia under Decree No. 02-758 HT.01.01 Yr. 98 dated 11 February 1998 (“PTGN's Deed of Establishment”). PTGN Deed of Establishment has been amended severeal times, as most recentiy set forth in Deed No. 31 dated 16 April 2021 made before Aulia Taufani, S.H., Notary In South Jakarta and has been approved by the MOLHR based on Decree No. AHU-0026815.AH.01.02. YEAR 2021 dated 1 May 2021. and has received notification from the MOLHR based on Notification Acceptance Letter No. AHU-AH.01.03-028631 dated 1 May 2021, and has been registered in the Company Regster No. AHU-0081067.AH.01.11 YEAR 2021 dated 1 May 2021 (“PTGN's Articles of Association”). 2. Business Activities of PTGN Based on Article 3 of PTGN's Articles of Association, PTGN's business activities are as follows: a. Mining, namely nickel ore mining. b. Trading, namely the wholesale trading of metals and metal ores, such as nickel ore. c Industry, namely the non-ferrous base metal manufacturing industry At the time of this Information Disclosure, the main business activities carried out by PTGN are exploration and operator of nickel mines. 3. Capital Structure of PTGN The capital structure of PTGN as of the date of this Information Disclosure is as follows: No. Shareholders Nana Nominal (Rp) eneng 1. APN 46.990.992 404.122.531.200 75 2. Company 15.663.664 134.707.510.400 25 Authorized Capital 80.000.000 688.000.000.000 - Issued and Paid Up Capital 62.654.656 538.830.041.600 - Shares in Portepel 17.345.344 - - 4. Composition of the Board of Directors and Board of Commissioners of PTGN Based on Deed No. 17 dated 7 June 2024 made before Aulia Taufani, S.H., Notary in South Jakarta and has received notification for MOHLR based on Letter of Acceptance of Notification of Changes in Company Data No. AHU-AH.01.09.0217186 dated 24 June 2024 and has been registered in the Company Register No. AHU-0214109.AH.01.11.YEAR 2024 dated 24 June 2024, the composition of the management of PTGN at the time of this Information Disclosure is as follows : Directors President Director 1 Sufen Triantio Director of Operations 1 Arya Arditya Kurnia Director of Finance, Risk : Aji Priyo Anggoro Management, and Human Resources
Page 11 OCR 0.935
Board of Commissioners President Commissioner : Hermansyah Commissioner 1 Lana Saria Commissioner Ahmad Fahrur Rozi Commissioner 1 Saptono Adji BRIEF DESCRIPTION OF THE COMPANY 1. Brief History of the Company The Company was formerly a State Company, established underthe name “Perusahaan Negara Aneka Tambang” in the Republic of Indonesia on 5 July 1968 based on Government Regulation No. 22 of 1968 concerning the Establishment of Perusahaan Negara Aneka Tambang. The establishment was announced in Supplement No. 36, State Gazette No. 56 dated 5 July 1968. On 14 September 1974, based on Government Regulation No. 26 of 1974 concerning the Transfer of the Form of State Company Aneka Tambang into a Company (Persero), the Company's status was changed from a state company to a limited liability company based on Deed of Establishment No. 320 dated 30 Desember 1974. In 1997, the Company conducted an initial public offering of 430,769,000 shares, representing 354 of the 1,230,769,000 issued and fully paid shares. Therefore, the Company's name was changed to “PT Aneka Tambang (Persero) Tbk" based on Deed No. 48 dated 15 September 1997. The public offering was listed on the Jakarta Stock Exchange and Surabaya Stock Exchange on 27 November 1997. In 2008, the two exchanges were merged into the Indonesia Stock Exchange (“IDX”). The Company's articles of association have been amended several times, with the latest amendment made at the Company's Annual General Meeting of Shareholders for Fiscal Year 2023 dated 8 May 2024 in connection with the addition of business activities in Article 3 of the Company's articles of association, as set forth in Notarial Deed No. 18 dated 4 June 2024 made by Jose Dima Satria, S.H., M.Kn, Notary in South Jakarta. Approval related to this amendment to the articles of association has been granted by the MOLHR based on Decree Number AHU0034841.AH.01.02.TAHUN 2024 concerning Approval of Amendments to the Articles of Association of PT Aneka Tambang Tbk Limited Liability Company dated 12 June 2024 (“Company's Articles of Association”). Business Activities of the Company Based on Article 3 paragraph (1) of the Company's Articles of Association, the purpose and objective of the Company is to conduct business in the mining sector of various types of minerals, and to carry out business in the fields of industry, trade, transportation and services related to the mining of various types of minerals, as well as optimizing the utilization of resources owned by the Company to produce goods and/or services of high guality and strong competitiveness to obtain/pursue profits to increase the value of the Company by applying the principles of Limited Liability Companies. To achieve these purposes and objectives, the Company may carry out the following main business activities: a conducting business in the mining sector of various types of minerals, including (i) bauxite ore mining, (ii) nickel ore mining: and (iii) gold and silver mining: b. conducting business in industries related to the mining of various types of minerals, including but not limited to the processing and refining of minerals, including (i) the base metal manufacturing industry, (ii) the precious base metal manufacturing industry: (iii) the clay/ceramic brick industry, (iv) the clay/ceramic roof tile industry, Cc. conducting business in the field of trading related to the mining of various types of minerals, including minerals that have been processed/refined, both physical trading (including digital physical gold) and non-physical trading (including hedging), including (i) wholesale trading of jewelry and clocks, (ii) wholesale trading of metals and metal ores, (iii) physical traders of commodities: (iv) web portals and/or digital platforms with commercial purposes, (v) wholesale trading of roof tiles, bricks, tiles and the like made of clay, lime, cement or glass: (vi) wholesale trading of cement, lime, sand and stone: (Vii) other business support service activities, (viii) warehousing and other storage, (ix) retail trading through media for various other goods, 10 VA.
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to engage in business in the field of transportation for its own purposes and those of other parties related to the mining of various types of minerals, including (i) motorized transportation for special goods, (ii) rail transportation for goods: (iii) domestic sea transportation for special goods, (iv) sea port service activities, (V) river and lake transportation for special goods: (vi) river and lake port service activities, conducting business in the field of services related to the mining of various types of minerals (except consulting services in the fields of law and tax), including (i) other mining and guarrying support activities: (ii) laboratory testing services, (iii) other management consulting activities, (iv) engineering activities and technical consulting related thereto: (v) activities in the field of education, not limited to private technical education, private other education, educational support activities, (vi) other technical analysis and tests, (vii) installation engineering inspection services, (Vili) industrial process commissioning, guality assurance and guality control services. In addition, based on Article 3 paragraph (2) of the Company's Articles of Association, the Company may also conduct supporting business activities in order to optimize the utilization of its resources, not limited to: a. b. c. z0 Optimization and utilization of assets, be it land, buildings or other forms of assets, including but not limited to real estate owned or leased, industrial estates, plantations, agriculture and forestry, covering all economic activities/business fields, which include food crop agriculture, plantations, horticulture, harvesting of forest products, and this category also includes supporting services for each of these economic activities: property, including (i) star hotels: (ii) hotel apartments: (iii) self-owned or leased real estate: (iv) health center activities, (v) private hospital activities, (vi) private clinic activities: Optimization and utilization of owned resources, not limited to power plants and energy, which are not limited to power generation activities, waste management, which includes all wastewater, garbage and hazardous and toxic waste management activities including collection, transportation, stockpiling and utilization activities: which are not limited to (i) collection of non-hazardous wastewater, (li) collection of hazardous wastewater, (iii) treatment and disposal of non-hazardous wastewater: (iv) treatment and disposal of hazardous wastewater, (v) collection of non-hazardous waste and garbage: (vi) collection of hazardous waste: (vii) treatment and disposal of non-hazardous waste and garbage, (viii) treatment and disposal of hazardous waste, (ix) material recovery of metal goods: (Xx) material recovery of non-metal goods: tourism area, museums managed by the private sector, information and communication which is not limited to (i) radio broadcasting by the private sector: (ii) telecommunication activities specifically for own use, (iii) wireless telecommunication activities with due observance of the prevailing laws and regulations, clean water supply and clean water distribution activities for industrial activities, among others: (i) collection, purification, and distribution of drinking water, (ii) collection and distribution of raw water, land preparation, sand excavation, other building construction, operation of storage and warehousing facilities for (i) oil and gas storage, and (ii) hazardous waste storage activities. Capital Structure of the Company Based on Article 4 of the Company's Artiles of Association and the Report of the Securities Administration Bureau of PT Datindo Entrycom as of 30 September 2024, the number of issued and fully paid shares of the Company was recorded at Rp2.403.076.472.500 or 24.030.764.725 shares consisting of one series A dwiwarna share and 24.030.764.724 series B shares. The Company's capital structure as of the date of this Information Disclosure is as follows: Description mber of Shares Yo Authorized Capital Series A Shares 1 Rp100.00 - 5Y Ad , 1 6
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Total Nominal Value (Nominal Value Descripti berof LIP, ko pan Rp100.00 per Share) se Series B Shares 24.030.764.724 Rp2.403.078.472.400,00 - Total Authorized 24.030.764.725 Rp2.403.076.472.500,00 « Capital Issued and Paid Up Capital Series A Dwiwarna Shares Government of the 1 Rp100,00 0 Republic of Indonesia Series B Shares PT Mineral Industri 15.619.999.999 Rp1.561.999.999.900,00 65 Indonesia (Persero) Other shareholders 8.410.764.725 Rp841.076.472.500,00 35 with ownership below 596 Total Issued and 24.030.764.725 Rp2.403.076.472.500,00 100 Paid Up Capital Composition of the Board of Commissioner and Board of Director of the Company Based on the Company's Articles of Association, the composition of the Company's Board of Commissioners and Board of Directors as of the date of issuance of this Information Disclosure is as follows: Board of Commissioner President '— Commissioner — concurrentiy F.X. Sutijastoto Independent Commissioner Independent Commissioner : Gumilar Rusliwa Somantri Independent Commissioner Anang Sri Kusuwardono Commissioner 1 Bambang Sunarwibowo Commissioner 1 Dilo Seno Widagdo Director President Director : Nicolas D. Kanter Director of Operations and Production 1 Hartono Director of Business Development 1. I Dewa Bagus Sugata Wirantaya Director of Finance and Risk Management: Arianto Sabtonugroho Director of Human Resources 1. Achmad Ardianto SUMMARY OF ASSESOR'S REPORT SUMMARY OF FAIRNESS OPINION ASSESSMENT REPORT The following is a summary of fairness opinion on Affiliated Transactions based on PASO Fairness Opinion Report. 5 Related Parties a PTGN as shareholder lender: and b. JLMI as shareholder loan recipient. Fairness Analysis Object The object of the fairness opinion is the Shareholder Loan to JLMI by PTGN which is a Controlled Company of the Company. ne c d 12
Page 14 OCR 0.924
Purpose and Objective of Fairness Opinion This Fairness Opinion Report aims to assess the fairness of the Shareholder Loan carried out to fulfill obligations under OJK Regulation No. 42/2020. Fairness Opinion Date The fairness opinion was conducted as of 31 July 2024. Appraiser Independence The third party appointed to provide a fairness opinion on the transaction is PASO Doli Siregar & Partners who can conduct an objective and independent review, in accordance with the Independent Appraisal Services Work Agreement Number GN: 004/K/PT/GN!/!II/2024, Number ANTAM: 223/0505/PAT/2024, PASO Number DSR: DSR-J/AFS/II/24/0120-A dated February 1, 2024, Amendment | dated 5 August 2024 and Amendment II dated 17 September 2024. Assumptions and Limiting Conditions In preparing this independent opinion, the appraiser uses several assumptions, among others: a This Fairness Opinion Report is a non-disclaimer opinion. b. PASO DSR has reviewed the documents used in the valuation process. Cc The data and information obtained by PASO DSR come from sources whose accuracy can be trusted. d. PASO DSR uses adjusted financial projections that reflect the reasonableness of financial projections made by management with the ability to achieve them (fiduciary duty). e. PASO DSR is responsible for the implementation of the fairness of the adjusted financial projections. Ff PASO DSR produces a Fairness Opinion Report that is open to the public, unless there is confidential information that may affect the company's operations. 9. PASO DSR is responsible for the Fairness Opinion Report and Fairness Opinion Conclusion. h PASO DSR has obtained information on the legal status of the object of fairness opinion from the assignor. i PASO DSR assumes that since the Share Purchase Transaction and Shareholder Loan until the issuance of this fairness opinion, no changes have occurred that materially affect the Share Purchase Transaction and Shareholder Loan. j. PASO DSR assumes that the assignor complies with all regulations set by the government, particularly those related to the assignor's operations, both in the past and in the future. k. PASO DSR assumes that the legality owned by the assignor has no legal or other problems either before or after the Share Purchase Transaction and Shareholder Loan. Ik PASO DSR assumes that the assignor has and will fulfill its obligations with respect to taxation, retribution and other levies in accordance with the prevailing regulations. m. PASO DSR has obtained information on the terms and conditions of the agreements related to the Share Purchase Transaction and Shareholder Loan from the assignor.PASO DSR has obtained information on the terms and conditions of the agreements related to the Share Purchase Transaction and Shareholder Loan from the assignor. n. The report is prepared only for the purposes and objectives as stated in the report. We are not responsible to any party other than the Assignor. Other parties who use this report are responsible for any risks arising. Oo. PASO DSR is not obliged to give testimony or appear before the court or government officials if itis not related to the purpose and objectives of this report and outside the scope of the assignment. p. If in the future the Appraiser is reguested to provide explanations and presentations conducted outside the working area of our office or to parties other than the assignor and service users, all forms of costs incurred will be borne by the assignor. a. This report is not valid if it is not affixed with the signature of the Chairman and the office seal of PASO DSR. VA 13
Page 15 OCR 0.931
Tu Fairness Assessment Methodology In analyzing the fairness of the Share Purchase Transaction and the Shareholder Loan, the appraiser conducts the following analysis procedures: a. Analysis of Shareholder Loan which includes identification and relationship between parties involved in the Share Purchase Transaction and Shareholder Loan, analysis of agreements and reguirements in the Share Purchase Transaction and Shareholder Loan, analysis of benefits and risks of the Share Purchase Transaction and Shareholder Loan b. Oualitative analysis of the Shareholder Loan covering the history of the Company and the Company's business activities, industry analysis, operational analysis and prospects of the Company, analysis of the reasons and background for the Shareholder Loan, advantages and disadvantages of the Shareholder Loan. c. Guantitative analysis of the Share Purchase Transaction and Shareholder Loan which includes analysis of the Company's historical financial statements, financial ratio analysis, financial projection analysis, financial analysis before and after the Shareholder Loan, and value-added analysis. d Analysis of the reasonableness of the interest rate analysis (yield) of the Shareholder Loan. 8. Fairness Opinion on Shareholder Loan Based on the comparison of the interest rate of the Shareholder Loan with the market interest rate, there is a difference of 7.576 where the shareholder loan interest rate is above the market interest rate. The amount of the difference is within the limit of &7.5Yo, so the price set is Fair. STATEMENT OF THE COMPANY'S BOARD OF COMMISSIONERS AND DIRECTORS 1. The Board of Directors of the Company stated that the Shareholder Loan has gone through adeguate procedures to ensure that related party transactions are carried out in accordance with prevailing laws and regulations and business practices. IN . The Board of Directors of the Company stated that the Shareholder Loan is an affiliated transaction and is nota material transaction as referred to in OJK Regulation No. 17/2020. & . The Board of Directors and Board of Commissioners of the Company declare that the Shareholder Loan is an affiliated transaction and does not contain a conflict of interest as referred to in OJK Regulation No. 42/2020. . . The Board of Directors and Board of Commissioners of the Company, both individually and collectively, are fully responsible for the accuracy and completeness of the information as disclosed in this Information Disclosure and all material information has been disclosed and the information is not misleading. ADDITIONAL INFORMATION If you need further information regarding the matters disclosed in the Information Disclosure, you can contact the Company at the address: PT ANEKA TAMBANG TBK Corporate Secretary Gedung Aneka Tambang Tower A Jl. Letjen T.B. Simatupang No. 1, Lingkar Selatan, Tanjung Barat, Jakarta 12530 Phone: (021) 789 1234 E-mail: corsec@antam.com Website: https://www.antam.com Jakarta, 7 October 2024 Sincerely, Board of Directors GX AN 14
Names mentioned 36 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×5
unresolved
org
PT Jiu Long Metal Industry
p.1 ×3
unresolved
org
Newton International Investment Pte. Ltd
p.1
unresolved
org
PT Gag Nikel
p.1 ×3
unresolved
person
Mina Ng
· Notaris
p.3 ×3
unresolved
person
SPN.
p.3 ×2
unresolved
org
Asia Pacific Nickel Pty Ltd.
p.3
unresolved
org
Doli Siregar & Rekan
p.3
unresolved
org
Minister of Law and Human Rights
p.4
unresolved
org
Indonesia. Nemton International Investment Pte. Ltd.
p.4
unresolved
org
Indonesia Stock Exchange
p.4 ×3
unresolved
org
Eternal Tsingshan Group Limited
p.5
unresolved
org
PT Universal Metal Trading
p.6
unresolved
org
Bank Indonesia
p.8 ×2
unresolved
org
Bank Indonesia JISDOR
p.8 ×2
unresolved
person
Xiang Binghe
· President Director
p.10 ×2
unresolved
person
Ye Changging
· Director
p.10
unresolved
person
Muhidin
· Commissioner
p.10
unresolved
person
Sutjipto
· Notaris
p.10
unresolved
org
Minister of Justice
p.10
unresolved
person
Aulia Taufani
· Notaris
p.10 ×3
unresolved
person
Jose Dima Satria
· Notaris
p.11
unresolved
org
PT Datindo Entrycom
p.12
unresolved
org
PASO Doli Siregar & Partners
p.14
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
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Needs review
confidence 0.091
940 ms
13 Sep 2026 15:58
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