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20240822_RMKE_Informasi Transaksi Afiliasi_31707891_lamp1.pdf
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DISCLOSURE INFORMATION TO THE
SHAREHOLDERS OF PT RMK ENERGY TBK.
IN ORDER TO COMPLY WITH FINANCIAL SERVICE AUTHORITY REGULATION
NO. 17/POJK.04/2020 REGARDING MATERIAL TRANSACTION AND CHANGES IN
BUSIMESS ACTIVITY AND NO. 42/POJK.04/2020 REGARDING TAFFILIATED
TRANSACTION AND CONFLICT OF INTEREST TRANSACTION
PT RMK ENERGY TBK.
(“Company”)
Based in di West Jakarta
Main Business Activities:
Engage in mining service & other excavation, river & lake port services and holding companies.
Head Office
Wisma RMK Lt. 2, Puri Kencana Blok M4 No.1
Kembangan, West Jakarta
Jakarta 11610, Indonesia
Phone (62-21) 582 2555
Fax. (62-21) 582 7555
Website: www.rmkenergy.com
Email: corsec@rmkenergy.com
The Board of Commissioners and the Board of Directors of the Company, both individually
and collectively, are responsible for the completeness and accuracy of all information or
material facts contained in this Information Disclosure and emphasize that the information
stated is correct and there are no material facts that are not stated which may cause this
information to be misleading.
This disclosure information is published in Jakarta on August 22, 2024.
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I. DEFINITION AND ABBREVIATION
Affiliation : Means:
(a) Family relationship by reason of marriage up to the second degree,
both horizontal and vertical, namely the relationship of the person
with:
1. husband and wife;
2. parent of the husband or wife and the husband or wife of
children;
3. grandparent of the husband or wife and the husband or wife of
grandchildren;
4. siblings of the husband or wife along with their husband or wife
of the sibling concerned; or
5. husband or wife of the sibling of the person concerned;
(b) Family relationship by reason of descent up to the second degree,
both horizontally and vertically namely the relationship of the person
with:
1. parent and children;
2. grandparent and grandchildren; or
3. sibling of the person concerned;
(c) Relationship between a party and employees, directors, or
commissioners of said parties;
(d) Relationship between 2 (two) or more companies in which there are
one or more members of the board of directors, management, board
of commissioners of supervisors who are the same;
(e) Relationship between a company and a party, either directly or
indirectly, by any means whatsoever, controls or is controlled by the
company or party in question in determining the management
and/or policy of the company or party concerned;
(f) Relationship between 2 (two) or more companies that are
controlled, either direct or indirect, by any means whatsoever, in
determining the management and/or policy of the company by the
same party; or
(g) Relationship between a company and its substantial shareholder, i.e.
a party directly or indirectly own at least 20% (twenty percent) of the
share with voting rights of the said company.
A difference between the economics of interest of publicly traded
Conflict of :
companies and personal economic interest of members of the board of
Interest
directors, member of the board of commissioners, majority shareholders
or controllers that may be harmful to the publicly traded companies
concerned.
Company Financial Statement that have been audited by registered
Financial :
public accountant Teramihardja, Pradhono & Chandra for the period ended
Statement
March 31, 2024 based on report No.00606/2.0851/AU.1/02/1208-
2/1/VIII/2024 dated August 16, 2024.
Minister of Law and Human Rights of the Republic of Indonesia.
Menkumham :
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Means an independent institution with function, duties, and authority in
OJK :
regulatory, supervisory, examination, and investigation as stipulated in
Law No. 21 of 2011 on Financial Service Authority, as amended by P2SK
Law.
PT RMK Energy Tbk.
Company :
OJK regulation No. 17/POJK.04/2020 regarding Material Transaction and
POJK No. 17/2020 :
Change of Business Activity.
OJK regulation No. 42/POJK.04/2020 regarding Affiliated Transactions
POJK No. 42/2020 :
and Conflict of Interest Transactions.
PT Rantaimulia Kencana, a limited liability company established by virtue
RMK :
of the law of the Republic of Indonesia and domiciled in West Jakarta.
PT Royaltama Marina Kencana, a limited liability company established by
RMKA :
virtue of the law of the Republic of Indonesia and domiciled in West
Jakarta.
PT RMK Investama, a limited liability company established by virtue of the
RMKI :
law of the Republic of Indonesia and domiciled in West Jakarta.
PT RMK Mekanika Investama, a limited liability company established by
RMKMI :
virtue of the law of the Republic of Indonesia and domiciled in West
Jakarta.
PT RMK Powerindo Kencana, a limited liability company established by
RPK :
virtue of the law of the Republic of Indonesia and domiciled in West
Jakarta.
Providing loans by the Company to RMK, RMKA, RMKI, RMKMI, RPK and
Transaction Plan :
WSS.
General Meeting of Shareholders.
GMS :
Any activities and/or transactions that are carried out by publicly traded
Affiliated :
companies or a controlled company with Affiliations of publicly traded
Transactions
companies or Affiliations of members of the board of directors, members
of the board of commissioners, majority shareholders, or controllers,
including any activities and/or transactions that are carried out by publicly
traded companies or controlled companies in the interests of Affiliations
publicly traded companies or Affiliations of members of the board of
directors, members of the board of commissioners, majority
shareholders, or controllers.
Every transaction carried out by a public company that meets the value
Material :
limits are regulated in POJK No. 17/2020.
Transaction
PT Wahana Sukses Sejati, a limited liability company established by virtue
WSS :
of the law of the Republic of Indonesia and domiciled in West Jakarta.
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II. BACKGROUND
This Disclosure of Information is conveyed to the Company's shareholders in connection with the
provision of loans by the Company to RMK, RMKA, RMKI, RMKMI, RPK and WSS.
RMK, RMKA, RMKI, RMKMI, RPK and WSS are companies under the same control as the Company. In
addition, members of the Board of Commissioners and members of the Board of Directors of the
Company also serve as members of the Board of Commissioners and members of the Board of Directors
of RMK, RMKA, RMKI, RMKMI, RPK and WSS so that they are affiliated parties with the Company as
regulated in POJK 42/2020.
In connection with the provision of loans by the Company to RMK, RMKA, RMKI, RMKMI, RPK and WSS,
the Company has appointed the Syarif, Endang & Partners Public Appraisal Services Office to carry out
an assessment regarding the fairness of the Affiliate Transaction.
III. TRANSACTION PLAN INFORMATION
1. Transaction Object and Value
The loan agreement was signed by the Parties on August 20 2024, with the following details:
Loan Value as of POJK Compliance
Period
No Creditor Debitor Agreement No Ceiling (IDR) Interest March 31, 2024 No. 17/2020 No. 42/2020
0% for the first 3
Affiliate transactions because
months and with
material they are under the same
The 02.63/SPK/RMK-RMKE/VIII/2024 interest equivalent to
1 RMK 325.000.000.000 1 year 270.515.320.063 transactions: control, there are similar
Company dated August 20, 2024 IndONIA 3 (three)
21.34% Equity members of the Board of
months + 1% for the
Commissioners and Directors
following months.
0% for the first 3
Affiliate transactions because
months and with
Not a material they are under the same
The 02.65/SPK/RMKI-RMKE/VIII/2024 interest equivalent to
2 RMKI 60.000.000.000 1 year 54.831.673.194 transaction: control, there are similar
Company dated August 20, 2024 IndONIA 3 (three)
3.94% Equity members of the Board of
months + 1% for the
Commissioners and Directors
following months.
0% for the first 3
Affiliate transactions because
months and with
Not a material they are under the same
The 02.68/SPK/WSS-RMKE/VIII/2024 interest equivalent to
3 WSS 10.000.000.000 1 year 8.621.335.920 transaction: control, there are similar
Company dated August 20, 2024 IndONIA 3 (three)
0.66% Equity members of the Board of
months + 1% for the
Commissioners and Directors
following months.
0% for the first 3
Affiliate transactions because
months and with
Not a material they are under the same
The 02.64/SPK/RPK-RMKE/VIII/2024 interest equivalent to
4 RPK 10.000.000.000 1 year 5.227.875.200 transaction: control, there are similar
Company dated August 20, 2024 IndONIA 3 (three)
0.66% Equity members of the Board of
months + 1% for the
Commissioners and Directors
following months.
0% for the first 3
Affiliate transactions because
months and with
Not a material they are under the same
The 02.66/SPK/RMKMI-RMKE/VIII/2024 interest equivalent to
5 RMKMI 6.000.000.000 1 year 4.433.102.337 transaction: control, there are similar
Company dated August 20, 2024 IndONIA 3 (three)
0.39% Equity members of the Board of
months + 1% for the
Commissioners and Directors
following months.
0% for the first 3
Affiliate transactions because
months and with
Not a material they are under the same
The 02.67/SPK/RMKA-RMKE/VIII/2024 interest equivalent to
6 RMKA 5.000.000.000 1 year 2.932.532.900 transaction: control, there are similar
Company dated August 20, 2024 IndONIA 3 (three)
0.33% Equity members of the Board of
months + 1% for the
Commissioners and Directors
following months.
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2. Information on the parties carrying out the Transaction Plan
a. PT RMK Energy Tbk (“Company”)
Short History
PT RMK Energy Tbk (the “Company”) was established based on Notarial Deed No. 60 of Roslina
Sari Hendarto, S.H., dated June 22, 2009. The Deed of Establishment was approved by the
Minister of Law and Human Rights of the Republic of Indonesia in his Decision Letter No.
AHU.33663.AH.01.01.Tahun 2009 dated July 17, 2009.
The Company's Articles of Association have been amended several times, most recently by
Notarial Deed No.29 of Christina Dwi Utami, S.H., M.Hum., M.Kn., dated December 5, 2023.
Notification of amendment to the Articles of Association was approved by the Ministry of Law
and Human Rights of the Republic of Indonesia based on its Decree No. AHU-0076862.AH.01.02
Tahun 2023 dated December 8, 2023.
In accordance with Article 3 of the Company’s Articles of Association, the scope of the Company’s
activities is to engage in other mining & excavation support activities, river & lake port services
and holding companies. The Company started its operations in March 2011. Currently, the main
scope of the Company’s activities is coal trading, unloading, loading and crushing of coal services.
The Company’s main office is located at Wisma RMK Blok M4 No. 1, 2nd Floor, Jl. Puri Kencana
RT/RW 002/007 Kel. South Kembangan Kec. Kembangan Kota, West Jakarta. Telephone number:
021-5822555, Fax number: 021-5827555 and Email: rmk@ptrmk.com.
The Company’s Subsidiaries
Subsidiaries Domicile Nature of Start of Percentage of Total Asset
business commercial ownership March 31, 2024
operations March 31, (In thousands)
2024
Direct Ownership
PT Royaltama Mulia Jakarta Services 2022 99,90% Rp.425.976.923
Kencana
PT Royaltama Multi Jakarta Coal trading and 2020 99,90% Rp.818.013.194
Komoditi Nusantara services
PT Royaltama Marga Jakarta Services Not Yet 99,90% Rp.250.000.000
Kencana Operational
PT Truba Bara Banyu Enim Jakarta Coal mining 2008 62% Rp.198.315.983
Indirect Ownership through PT Royaltama Multi Komoditi Nusantara
Pisteuo Commodities Pte. Singapore Coal trading and 2024 100% Rp.31.123.478
Ltd. services
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The Company's capital structure and shareholders
The capital structure and shareholders of the Company at the time this information disclosure
was published in accordance with the statement letter from the Biro Administrasi Efek of PT
Adimitra Jasa Korpora as of July 31, 2024 were as follows:
Par Value Rp100 per share
Percentage
Description Number of Shares Total Nominal Value
(%)
(Shares) (Rp)
Authorized Capital 14.000.000.000 1.400.000.000.000
Issued and fully paid
- PT. RMK Investama 3.360.000.000 336.000.000.000 76,80
- Tony Saputra 70.000.000 7.000.000.000 1,60
- Suriani 42.000.000 4.200.000.000 0,96
- Vincent Saputra 14.000.000 1.400.000.000 0,32
- William Saputra 14.000.000 1.400.000.000 0,32
- Masyarakat 875.000.000 87.500.000.000 20,00
Total Issued and fully paid 4.375.000.000 437.500.000.000 100,00
Shared in Portepel 9.625.000.000 962.500.000.000
Management and Supervision
Based on the Deed of Statement of Meeting Decisions of PT. RMK Energy Tbk. No. 29 dated
December 5, 2023, made before Christina Dwi Utami, S.H., M.Hum., M.Kn., Notary in the
Administrative City of West Jakarta, who has obtained the Decree of the Minister of Law and
Human Rights of the Republic of Indonesia No. AHU-0076862.AH.01.02.TAHUN 2023
concerning Approval of Amendments to the Articles of Association of the Limited Liability
Company PT. RMK Energy, Tbk. dated 8 December 2023, which has been registered in the
Company Register No. AHU-0248906.AH.01.11.TAHUN 2023 dated December 8, 2023, the
composition of the members of the Company's Board of Commissioners and Directors is as
follows:
Board of Commissioners
President Commissioner : Tony Saputra
Independent Commissioner : F Saud Tamba Tua
Independent Commissioner : Rokhmad Sunanto
Board of Directors
President Director : Vincent Saputra
Director : William Saputra
Director : Sugiyanto
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Financial Position
Summary of Consolidated Financial Position of the Company based on Consolidated Financial
Statement is as follow:
FINANCIAL POSITION March 2024 December 2023
(Rp) (Rp)
Asset
Current Asset 1.127.327.000.07 1.208.747.284.784
Non-Current Asset 1.082.474.090.304 1.038.947.696.746
Total Asset 2.209.801.090.38 2.247.694.981.53
Liabilities and equity 2 0
Current Liabilities 606.100.681.699 655.292.772.942
Non-Current Liabilities 81.024.768.382 106.969.702.655
Total Liabilities 687.125.450.081 762.862.475.597
Equity 1.522.675.640.30 1.484.832.505.933
Total liabilities dan equity 1
2.209.801.090.382 2.247.694.981.530
STATEMENT OF PROFIT March 2024 December 2023
OR LOSS (Rp) (Rp)
Net Revenue 585.855.230.310 761.864.738.988
Cost of Revenue (514.329.706.372 (576.480.673.792)
Gross Profit 71.525.523.938) 185.384.065.196
Profit for the Year 37.764.639.322 129.131.135.133
Total comprehensive income for the year 37.843.134.368 129.154.856.241
b. PT RMK Investama
Short History
PT RMK Investama was established based on Notarial Deed No. 84 from Roslina Sari Hendarto,
S.H., dated May 21, 2013. The Deed of Establishment has been approved by the Minister of Law
and Human Rights of the Republic of Indonesia in Decree No. AHU-29613.AH.01.01.Tahun 2013
dated May 31, 2013.
The Company's Articles of Association have been amended several times, most recently by
Notarial Deed No.48 of Doktoranda Raden Roro Hariyanti S.H., dated October 26, 2023.
Notification of amendment to the Articles of Association was approved by the Ministry of Law
and Human Rights of the Republic of Indonesia based on its Decree No. AHU-0066416.AH.01.02
Tahun 2023 dated October 31, 2023.
In accordance with Article 3 of the Company's Articles of Association, the scope of the
Company's activities includes holding company activities. Currently the Company has not
started operational activities.
The Company's head office is located at Wisma RMK Blok M4 No. 1, Floor 2, Jl. Puri Kencana
RT/RW 002/007 Kel. South Kembangan District. City Development, West Jakarta. Telephone
number: 021-5822555, Fax number: 021-5827555 and Email: rmk@ptrmk.com.
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Capital structure and shareholders
Capital structure based on the latest changes by notarial deed No. 48 dated October 26, 2023
from Doktoranda Raden Roro Hariyanti Poerbiantari, S.H., are as follows:
Par Value Rp100.000 per share
Percentage
Description Number of Shares Total Nominal Value
(%)
(Shares) (Rp)
Authorized Capital 7.000.000 700.000.000.000
Issued and fully paid
- PT. RMK Group Indonesia 1.749.999 174.999.900.000 99,99
- Tn. Tony Saputra 1 100.000 0,01
Total Issued and fully paid 1.750.000 175.000.000.000 100,00
Shared in Portepel 5.250.000 525.000.000.000
Management and Supervision
Based on Notarial Deed No. 48 from Doktoranda Raden Roro Hariyanti Poerbiantari, S.H., dated
October 26, 2024, which has been received and recorded in the Legal Entity Administration
System of the Ministry of Law and Human Rights of the Republic of Indonesia with No. AHU-
0066416.AH.01.02.Tahun 2023 dated October 31, 2023 is as follows:
Board of Commissioner
Commissioner : Suriani
Board of Directors
President Director : Tony Saputra
Director : Vincent Saputra
Director : William Saputra
Director : Nathania Pricilla Saputra
c. PT Wahana Sukses Sejati
Short History
PT Wahana Sukses Sejati was established based on Notarial Deed No. 2 from Christina Dwi
Utami, S.H., M.Hum., M.Kn., dated February 1, 2012. The Deed of Establishment has been
approved by the Minister of Law and Human Rights of the Republic of Indonesia in Decree No.
AHU-16464.AH.01.01.Tahun 2012 dated March 29, 2012.
The Company's Articles of Association have been amended several times, most recently by
Notarial Deed No.102 of Jimmy Tanal, S.H., M.Kn, dated October 15, 2021. Notification of
amendment to the Articles of Association was approved by the Ministry of Law and Human Rights
of the Republic of Indonesia based on its Decree No. AHU-0190656.AH.01.11.Tahun 2021 dated
November 2, 2021.
In accordance with Article 3 of the Company's Articles of Association, the scope of activities The
Company operates in the fields of development, trade, industry, land transportation,
agriculture, printing, workshops, services except legal and tax services. Currently the Company
has not started operational activities.
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The Company's head office is located at Wisma RMK Blok M4 No. 1, Floor 2, Jl. Puri Kencana
RT/RW 002/007 Kel. South Kembangan District. City Development, West Jakarta. Telephone
number: 021-5822555, Fax number: 021-5827555 and Email: rmk@ptrmk.com.
Capital structure and shareholders
Capital structure based on the latest changes by notarial deed No. 102 dated October 15, 2021
from Jimmy Tanal, S.H., M.Kn, are as follows:
Par Value Rp1.000 per share
Percentage
Description Number of Shares Total Nominal Value
(%)
(Shares) (Rp)
Authorized Capital 10.000.000 10.000.000.000
Issued and fully paid
- PT. RMK Investama 1.275.000 1.275.000.000 51
- PT. Renjana Swakarya Energy 1.225.000 1.225.000.000 49
Total Issued and fully paid 2.500.000 2.500.000.000 100,00
Shared in Portepel 7.500.000 7.500.000.000
Management and Supervision
Based on Notarial Deed No. 102 from Jimmy Tanal, S.H., M.Kn, dated October 15, 2021, which
has been received and recorded in the Legal Entity Administration System of the Ministry of
Law and Human Rights of the Republic of Indonesia with No. AHU-0190656.AH.01.11.Tahun
2021 dated November 2, 2021 is as follows:
Board of Commissioner
President Commissioner : William Saputra
Commissioner Surya Negara Kasih
Board of Directors
Director : Vincent Saputra
d. PT Rantaimulia Kencana
Short History
PT Rantaimulia Kencana was established based on Notarial Deed No. 187 from Misahardi
Wilamarta, S.H., dated 21 Januari 1991. Notary in Jakarta and The Deed of Establishment has
been approved by the Minister of Law and Human Rights of the Republic of Indonesia in Decree
No. C2-690 HT.01.01.Th.92 dated January 23, 1992. The Company's Articles of Association have
been amended several times, most recently by Notarial Deed No.1 of Muhammad Firmansyah
S.H., M.Kn., Notary in Tangerang. Notification of amendment to the Articles of Association was
approved by the Ministry of Law and Human Rights of the Republic of Indonesia based on its
Decree No.AHU-0049898.AH.01.02 Tahun 2019 dated August 12, 2019.
In accordance with Article 2 of the Company's Articles of Association, the scope of the
Company's activities includes general trading, wholesalers, general industry, general
transportation, agriculture, businesses in the fields of printing services, general mining, real
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estate and developers. Currently the Company's main activity is trading in machines and spare
parts and manufacturing conveyors. The company started commercial operations in 1991.
The Company's head office is located at Wisma RMK Blok M4 No. 1, Floor 2, Jl. Puri Kencana
RT/RW 002/007 Kel. South Kembangan District. City Development, West Jakarta. Telephone
number: 021-5822555, Fax number: 021-5827555 and Email: rmk@ptrmk.com.
Capital structure and shareholders
Capital structure based on the latest changes by notarial deed No. 10 from Muhammad
Firmansyah, S.H., M.Kn, dated December 19, 2018 are as follows:
Par Value Rp100.000 per share
Percentage
Description Number of Shares Total Nominal Value
(%)
(Shares) (Rp)
Authorized Capital 1.200.000 120.000.000.000
Issued and fully paid
- PT. RMK Mekanika Investama 240.000 24.000.000.000 80
- Mr. Tony Saputra 30.000 3.000.000.000 10
- Ms. Suriani 18.000 1.800.000.000 6
- Mr. Vincent Saputra 6.000 600.000.000 2
- Mr. William Saputra 6.000 600.000.000 2
Total Issued and fully paid 300.000 30.000.000.000 100,00
Shared in Portepel 900.000 90.000.000.000
Management and Supervision
Based on Notarial Deed No. 1 from Muhammad Firmansyah S.H., M.Kn., dated August 12, 2019,
which has been received and recorded in the Legal Entity Administration System of the Ministry
of Law and Human Rights of the Republic of Indonesia with No. AHU-0049898.AH.01.02.Tahun
2019 dated August 12, 2019 is as follows:
Board of Commissioner
Commissioner : Suriani
Board of Directors
President Director : Tony Saputra
Director : Vincent Saputra
Director : William Saputra
e. PT RMK Powerindo Kencana
Short History
PT RMK Powerindo Kencana was established based on Notarial Deed No. 05 from Swanny, S.H.,
Mkn., notary in Jakarta dated April 10, 2015. The Deed of Establishment has been approved by
the Minister of Law and Human Rights of the Republic of Indonesia in Decree No. AHU-
2435983.AH.01.01 TAHUN 2015 dated April 24, 2015. The Company's Articles of Association
have been amended several times, most recently by Notarial Deed dated 10 February 2023 No.24
Dr Stefanie Hartanto S.H., M.Kn., Notary in Tanggerang, Notification of amendment to the
Articles of Association was approved by the Ministry of Law and Human Rights of the Republic of
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Indonesia based on its Decree No. AHU- 0032077.AH.01.11 Tahun 2023 dated February 14,
2023.
In accordance with Article 3 of the Company's Articles of Association, The Company's scope of
activities includes trade and transportation. Currently the Company has not started operational
activities.
The Company's head office is located at Wisma RMK Blok M4 No. 1, Floor 2, Jl. Puri Kencana
RT/RW 002/007 Kel. South Kembangan District. City Development, West Jakarta. Telephone
number: 021-5822555, Fax number: 021-5827555 and Email: rmk@ptrmk.com.
Capital structure and shareholders
Capital structure based on the latest changes by notarial deed No. 24 dated February 10, 2023
from Dr Stefanie Hartanto S.H., M.Kn., are as follows:
Par Value Rp 100.000 per share
Percentage
Description Number of Shares Total Nominal Value
(%)
(Shares) (Rp)
Authorized Capital 30.000 3.000.000.000
Issued and fully paid
- Mr. William Saputra 1.275 127.500.000 17
- Ms. Nathania Pricilla Saputra 1.200 120.000.000 16
- Mr. Vincent Saputra 1.275 127.500.000 17
- Mr. Tony Saputra 3.750 375.000.000 50
Total Issued and fully paid 7.500 750.000.000 100,00
Shared in Portepel 22.500 2.250.000.000
Management and Supervision
Based on Notarial Deed No. 24 dated February 10, 2023 from Dr Stefanie Hartanto S.H., M.Kn.,
which has been received and recorded in the Legal Entity Administration System of the Ministry
of Law and Human Rights of the Republic of Indonesia with No. AHU- 0032077.AH.01.11 Tahun
2023 dated February 14, 2023 is as follows:
Board of Commissioner
Commissioner : Tony Saputra
Board of Directors
President Director : William Saputra
Director : Vincent Saputra
Director : Nathania Pricilla Saputra
f. PT RMK Mekanika Investama
Short History
PT RMK Mekanika Investama was established based on Notarial Deed No. 02 from Muhamad
Firmansyah, S.H., Mkn, Notary in Tangerang dated September 25, 2018. The Deed of
Establishment has been approved by the Minister of Law and Human Rights of the Republic of
Indonesia in Decree No. AHU-0046708.AH.01.01 TAHUN 2018 dated Oktober 3, 2018. The
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Company's Articles of Association have been amended several times, most recently by Notarial
Deed No. 10 dated16 Juni 2023 dari Nurhasanah S.H., M.Kn., Notary in Jakarta, Notification of
amendment to the Articles of Association was approved by the Ministry of Law and Human
Rights of the Republic of Indonesia based on its Decree No. AHU- 0114417.AH.01.11 Tahun 2023
dated June 20, 2023.
In accordance with Article 3 of the Company's Articles of Association,
The scope of the Company's activities includes mechanical installations, owned or rented real
estate, holding company activities, wholesale trade in office and processing industrial machines,
spare parts and equipment, wholesale trade in sea, land and air transportation spare parts and
equipment, wholesale trade in machinery and other equipment and accessories. Currently the
Company has not started operational activities.
The Company's head office is located at Wisma RMK Blok M4 No. 1, Floor 2, Jl. Puri Kencana
RT/RW 002/007 Kel. South Kembangan District. City Development, West Jakarta. Telephone
number: 021-5822555, Fax number: 021-5827555 and Email: rmk@ptrmk.com.
Capital structure and shareholders
Capital structure based on the latest changes by notarial deed No. 09 dated December 19, 2018
from Muhamad Firmansyah, S.H., Mkn., are as follows:
Par Value Rp 1.000.000 per share
Percentage
Description Number of Shares Total Nominal Value
(%)
(Shares) (Rp)
Authorized Capital 100.000 100.000.000.000
Issued and fully paid
- PT RMK Group Indonesia 24.999 24.999.000.000 99,99
- Tn. Tony Saputra 1 1.000.000 0,01
Total Issued and fully paid 25.000 25.000.000.000 100,00
Shared in Portepel 75.000 75.000.000.000
Management and Supervision
Based on Notarial Deed No. 10 dated June 16, 2023 from Nurhasanah S.H., M.Kn., which has
been received and recorded in the Legal Entity Administration System of the Ministry of Law
and Human Rights of the Republic of Indonesia with No. AHU- 0114417.AH.01.11 Tahun 2023
dated June 20, 2023. is as follows:
Board of Commissioner
President Commissioner : Tony Saputra
Commissioner : Suriani
Board of Directors
President Director : William Saputra
Director : Vincent Saputra
12
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g. PT Royaltama Marina Kencana
Short History
PT Royaltama Marina Kencana was established based on Notarial Deed No. 44 from Bambang
Ariawan ,S.H., Notary in Jakarta dated September 15, 2022. The Deed of Establishment has been
approved by the Minister of Law and Human Rights of the Republic of Indonesia in Decree No.
AHU-0064146.AH.01.01 TAHUN 2022 dated September 16, 2022. The Company's Articles of
Association have been amended several times, most recently by Notarial Deed No. 4 dated
January 25, 2023 dari Julinar Theodore Helena S.H., M.Kn., Notary in East Jakarta, Notification
of amendment to the Articles of Association was approved by the Ministry of Law and Human
Rights of the Republic of Indonesia based on its Decree No. AHU- 0035961.AH.01.11 Tahun2023
dated February 20, 2023.
In accordance with Article 3 of the Company's Articles of Association,
The scope of the Company's activities includes sea transportation. The company began
commercial operations in 2023.
The Company's head office is located at Wisma RMK Blok M4 No. 1, Floor 2, Jl. Puri Kencana
RT/RW 002/007 Kel. South Kembangan District. City Development, West Jakarta. Telephone
number: 021-5822555, Fax number: 021-5827555 and Email: rmk@ptrmk.com.
Capital structure and shareholders
Capital structure based on the latest changes by notarial deed No. 4 dated January 25, 2023
from Julinar Theodore Helena S.H., M.Kn., are as follows:
Par Value Rp 1.000.000 per share
Percentage
Description Number of Shares Total Nominal Value
(%)
(Shares) (Rp)
Authorized Capital 100.000 100.000.000.000
Issued and fully paid
- PT. RMK Investama 24.999 24.999.000.000 99,99
- Tn. Tony Saputra 1 1.000.000 0,01
Total Issued and fully paid 25.000 25.000.000.000 100,00
Shared in Portepel 75.000 75.000.000.000
Management and Supervision
Based on Notarial Deed No. 44 dated September 15, 2022 dari Ariawan ,S.H., which has been
received and recorded in the Legal Entity Administration System of the Ministry of Law and
Human Rights of the Republic of Indonesia with No. AHU-0064146.AH.01.01 TAHUN 2022 dated
September 16, 2022. is as follows:
Board of Commissioner
President Commissioner : Tony Saputra
Board of Directors
President Director : Vincent Saputra
Director : William Saputra
13
Page 14
IV. IMPORTANT INFORMATION IN CONNECTION WITH AFFILIATED TRANSACTION
INFORMATION
A. EXPLANATION, CONSIDERATIONS AND REASONS FOR THE TRANSACTION PLAN
In addition to earning interest income, this loan transaction can also provide other benefits in the
form of the Company being able to rent out heavy equipment to companies invested in by related
parties, apart from that, subsidiaries can trade in coal utilizing logistics facilities from companies
invested in by related parties.
B. IMPACT OF THE TRANSACTION PLAN ON THE COMPANY’S FINANCIAL CONDITION
The following is an analysis of the Transaction on the Company's financial condition:
1. Analysis of the Company's Consolidated Financial Statements
The Company's pro forma net profit (loss) does not change in connection with the transaction.
Overall, the proforma of assets and liabilities only experienced immaterial changes and the
Company's equity after the Transaction did not experience any changes.
2. Analysis of the Impact of the Company's Consolidated Financial Statements with and without
Transactions
Based on profit and loss projections, the calculation of the contribution of added value to the
Company's profit is as follows:
With the transaction, the added value contribution during 2024 and 2025 to the Company's
EBIT will be IDR 4.38 billion and IDR 21.07 billion, respectively. So that by carrying out
transactions, the Company will obtain added value in the form of increased revenue and
profits which will benefit the Company.
The following is a ratio analysis before and after the transaction:
Historical Projection
Description
Q1 2024 2024 2025
After/With Transaction Proforma
- NPM 6,45% 12,21% 12,25%
- CR 178,90% 234,99% 231,88%
- DAR 32,75% 50,78% 48,88%
- DER 48,70% 103,16% 95,61%
Before/Without TransactionHistorical
- NPM 6,45% 12,08% 11,79%
- CR 186,00% 234,27% 228,71%
- DAR 31,09% 50,84% 49,14%
- DER 45,13% 103,40% 96,62%
14
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V. APPRAISAL REPORT SUMMARY
Summary of Fairness Opinion Report on Loan Transaction
KJPP Syarif, Endang and Partners as Appraisers appointed by the Company to carry out an appraisal to
provide a Fairness Opinion on the Lending Transaction have submitted Appraisal Report No.
00040/2.0113-03/BS/02/0340/1/VIII/2024, No. 00041/2.0113-03/BS/02/0340/1/VIII/2024, No.
00042/2.0113-03/BS/02/0340/1/VIII/2024, No. 00043/2.0113-03/BS/02/0340/1/VIII/2024, No.
00044/2.0113-03/BS/02/0340/1/VIII/2024 and No. 00045/2.0113-03/BS/02/0340/1/VIII/2024 dated 20
August 2024, with the following summary:
Assessment Object
a. Transaction providing loans to RMK with a maximum amount of IDR 325,000,000,000.
b. Transaction providing loans to RMKI with a maximum amount of IDR 60,000,000,000.
c. Transaction providing loans to WSS with a maximum amount of IDR 10,000,000,000.
d. Transaction providing loans to RPK with a maximum amount of IDR 10,000,000,000.
e. Transaction providing loans to RMKMI with a maximum amount of IDR 6,000,000,000.
f. Transaction providing loans to RMKA with a maximum amount of IDR 5,000,000,000.
Assessment Objectives
a. Providing a fairness opinion on transactions providing RMKE loans to RMK.
b. Providing a fairness opinion on transactions providing RMKE loans to RMKI.
c. Providing a fairness opinion on the RMKE loan transaction to WSS.
d. Providing a fairness opinion on the RMKE loan transaction to RPK.
e. Providing a fairness opinion on the RMKE loan transaction to RMKMI.
f. Providing a fairness opinion on the RMKE loan transaction to RMKA.
Assessment Date
The assessment date in this fairness opinion report is March 31, 2024.
Conflict of Interest Regarding Transactions to Be Carried Out
Transactions involve parties whose economic interests of each party are known to have no conflict of
interest regarding the Transaction.
Assessment Approaches and Methods
In accordance with SEOJK No. 17/SEOJK.04/2020, the approach and methods used are as follows:
a. Transaction analysis;
b. Qualitative analysis and quantitative analysis of transaction plans;
c. Analysis of the fairness of the transaction value; And
d. Analysis of other relevant factors.
Assumptions and Limiting Conditions
The assumptions and limiting conditions used in preparing this Fairness Opinion are:
• This Fairness Opinion Report is a non-disclaimer opinion.
• We have reviewed the documents used in the Fairness Opinion.
• In preparing this report, the assessor relied on the accuracy and completeness of the information
provided by RMKE or data obtained from publicly available information and other information and
research that we consider relevant.
15
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• The appraiser uses financial projections before and after the Transaction as well as the Proforma
Financial Report submitted by RMKE to reflect the fairness of the financial projections and their
ability to achieve (fiduciary duty).
• The appraiser is responsible for the implementation of the Appraisal and the fairness of the adjusted
financial projections.
• The reports produced are open to the public unless there is confidential information that could
affect RMKE's operations.
• The appraiser is responsible for the Fairness Opinion Report and the resulting conclusions.
• The appraiser has obtained information on the legal status of the Fairness Opinion object from the
assignor.
Conclusion:
Based on the analysis we have carried out on Transaction Fairness which includes transaction analysis,
qualitative analysis and quantitative analysis of transactions, analysis of the fairness of transaction
values and analysis of other relevant factors, we are of the opinion that the RMKE Loan Transaction to
RMK, RMKI, WSS, RPK, RMKMI and RMKA are Fair.
16
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VI. STATEMENT OF THE BOARD OF DIRECTORS AND BOARDS OF COMMISSIONERS
The Company's Board of Commissioners and Directors stated that considering that the Proposed
Transaction is an affiliate transaction as intended in POJK 42/2020, the Company has carried out
adequate procedures to ensure that the affiliate transaction is carried out in accordance with practice.
general business.
The Company's Board of Commissioners and Directors declare that the Loan Transaction is an Affiliate
Transaction and is not a Conflict of Interest Transaction as intended in POJK No. 42/2020.
The Company's Directors and Board of Commissioners are fully responsible for the truth of all
information or material facts contained in this information disclosure and confirm that after
conducting careful research and to the best of their knowledge and belief, the material information
contained in this information disclosure is true and not there are other material facts that have been
omitted, causing the information contained in this information disclosure to be incorrect, incomplete
or misleading.
VII. ADDITIONAL INFORMATION
To obtain further information regarding the Transaction Plan, the Company's shareholders can contact
the Company at the following correspondence address:
PT RMK ENERGY TBK.
Wisma RMK Lt. 2, Puri Kencana Blok M4 No.1
Kembangan, Jakarta Barat
Jakarta 11610, Indonesia
Tel. (62-21) 582 2555
Fax. (62-21) 582 7555
Website: www.rmkenergy.com
Email: corsec@rmkenergy.com
17
Names mentioned 45 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Minister of Law and Human Rights
p.2 ×8
unresolved
org
Endang & Partners
p.4
unresolved
person
Roslina Sari Hendarto
p.5 ×2
unresolved
person
Christina Dwi Utami
· Notaris
p.5 ×3
unresolved
org
Ministry of Law and Human Rights
p.5 ×10
unresolved
org
PT Royaltama Mulia
p.5
unresolved
org
PT Royaltama Multi
p.5
unresolved
org
PT Royaltama Marga
p.5
unresolved
org
PT Truba Bara Banyu Enim
p.5
unresolved
org
PT Royaltama Multi Komoditi Nusantara Pisteuo Commodities Pte.
p.5
unresolved
org
PT Adimitra Jasa Korpora
p.6
unresolved
org
Minister of Law
p.6
unresolved
org
PT RMK Investama Short History
p.7
unresolved
person
Doktoranda Raden Roro Hariyanti Poerbiantari
p.8 ×2
unresolved
org
PT. RMK Group Indonesia
p.8 ×2
unresolved
org
PT Wahana Sukses Sejati Short History
p.8
unresolved
person
Jimmy Tanal
p.8 ×3
unresolved
org
PT. Renjana Swakarya Energy
p.9
unresolved
person
Surya Negara Kasih
· Commissioner
p.9
unresolved
org
PT Rantaimulia Kencana Short History
p.9
unresolved
person
Misahardi Wilamarta
p.9
unresolved
org
PT RMK Powerindo Kencana Short History
p.10
unresolved
person
Swanny
p.10
unresolved
person
Dr Stefanie Hartanto S.H.
p.10 ×3
unresolved
person
Nathania Pricilla Saputra
p.11
unresolved
org
PT RMK Mekanika Investama Short History
p.11
unresolved
person
Nurhasanah S.H.
p.12 ×2
unresolved
org
PT Royaltama Marina Kencana Short History
p.13
unresolved
person
Julinar Theodore Helena S.H.
p.13 ×2
unresolved
org
Ministry of Law
p.13
unresolved
org
KJPP Syarif
p.15
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
2499 ms
12 Sep 2026 22:59
Raw output
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'object_text': '',
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'parties': [],
'pct_of_equity': None,
'reference_period': '',
'requires_rups': None,
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'ticker': '',
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'valuation_date': None,
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