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20240628_PTRO_Laporan Informasi dan Fakta Material_31676827_lamp3.pdf
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DISCLOSURE OF INFORMATION
IN RELATION WITH AFFILIATE TRANSACTION
AND MATERIAL TRANSACTION
This Disclosure of Information was created and intended to comply with Financial Services Authority
Regulation Number 42/POJK.04/2020 dated 1 July 2020 regarding the Affiliate Transactions and
Conflicts of Interest Transactions, Financial Services Authority Regulation Number 17/POJK.04/2020
dated 20 April 2020 regarding Material Transactions and Changes in Main Business Activities, and
Financial Services Authority Regulation Number 31/POJK.04/2015 dated 16 December 2015
regarding Disclosure of Information or Material Facts by Issuers or Public Companies.
PT PETROSEA TBK
(“Company” or “PTRO”)
Business Activities:
Construction, Mining and Quarrying, Processing Industry, Trade, Transport and Warehousing,
Information and Communication, Professional, Scientific and Technical Activities, Rental and Leasing
Activities Without Option Rights, Employment and Education
Domiciled in South Tangerang, Indonesia
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
corporate.secretary@petrosea.com
www.petrosea.com
The information as stated in this Disclosure of Information is important for the Company's Shareholders to
read and pay attention to.
If you have difficulty understanding the information as stated in this Disclosure of Information, you should
consult with a legal advisor, public accountant, financial advisor or other professional.
The Board of Directors and Board of Commissioners of the Company, both individually and mutually, are fully
responsible for the truth and completeness of the information as disclosed in this Disclosure of Information,
and after conducting careful research, confirm that there are no material important facts that have not been
disclosed or omitted in this Disclosure of Information, thereby causing the information provided in this
information disclosure to be incorrect and/or misleading.
This Disclosure of Information was published in South Tangerang on 28 June 2024
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I. DEFINITIONS
“Affiliation” : The relationship between one party and another party, as
defined in Article 1 paragraph (1) of the Capital Market Law.
“Conflicts of Interest” : The difference between the economic interests of a public
company and the personal economic interests of members of
the Board of Directors, members of the Board of
Commissioners, major shareholders or controllers that can
harm the public company in question.
“Indonesia Stock Exchange” : Indonesia Stock Exchange.
“DBK” : PT Daya Bumindo Karunia, a limited liability company
established according to and based on the laws of the
Republic of Indonesia, domiciled in West Jakarta.
“EPC” : Engineering, Procurement and Construction.
“KJP” : PT Kreasi Jasa Persada, a limited liability company established
according to and based on the laws of the Republic of
Indonesia, domiciled in West Jakarta.
“Minister of Law and Human : Minister of Law and Human Rights of the Republic of
Rights” Indonesia.
“Financial Services Authority” or : Financial Services Authority of the Republic of Indonesia.
“OJK”
“Independent Appraisal” or : Public Appraisal Services Office Kusnanto and Partners.
“KJPP”
“Management Services : Management Services Agreement
Agreement” No. PTP/AGR/2024/VI-0011 dated 26 June 2024, between the
Company and PJK.
“Mining Infrastructure : Mining Infrastructure Development Services Agreement
Development Services No. PTP/AGR/2024/VI-0012 dated 26 June 2024, between the
Agreement” Company and DBK.
“Geological Consultant Services : Geological Consultant Services Agreement
Agreement” No. PTP/AGR/2024/VI-0010 dated 26 June 2024 between the
Company and PMI.
“PJK” : PT Petrindo Jaya Kreasi Tbk, a limited liability public company
established according to and based on the laws of the
Republic of Indonesia, domiciled in West Jakarta.
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“PMI” : PT Prima Mineral Investindo, a limited liability company
established according to and based on the laws of the
Republic of Indonesia, domiciled in West Jakarta.
“POJK 17/2020” : OJK Regulation Number 17/POJK.04/2020 dated
20 April 2020 regarding Material Transactions and Changes in
Main Business Activities.
“POJK 42/2020” : OJK Regulation Number 42/POJK.04/2020 dated 1 July 2020
regarding Affiliate Transactions and Conflicts of Interest
Transactions.
“Rp” Indonesian Rupiah, which is the legal currency of the Republic
of Indonesia.
“GMS” : General Meeting of Shareholders.
“Transaction” : Transactions carried out by the Company with its Affiliations
based on:
a. Management Services Agreement;
b. Mining Infrastructure Development Services Agreement;
and
c. Geological Consultant Services Agreement.
“Affiliate Transactions” : Transactions as defined in POJK 42/2020.
“Conflicts of Interest : Transactions carried out by public companies or controlled
Transactions” companies with any party, both affiliates and parties other
than affiliates, which contain conflicts of interest.
“UUPT” : Law of the Republic of Indonesia no. 40 of 2007 regarding
Limited Liability Companies as last amended through
Government Regulation in Lieu of Law no. 2 of 2022
concerning Job Creation.
II. INTRODUCTION
In order to comply with POJK 42/2020, the Company's Board of Directors hereby announces a
Disclosure of Information to provide information to the Company's shareholders that on 26 June 2024,
the Company signed the following agreements:
a. Management Services Agreement between the Company and PJK;
b. Mining Infrastructure Development Services Agreement between the Company and DBK; and
c. Geological Consultant Services Agreement between the Company and PMI.
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The Company and PJK, DBK as well as PMI are affiliated parties based on the fact that there are
similarities:
a. Board of Directors and Board of Commissioners.
The Company PJK DBK PMI
Board of President Director: President Director: President President Director:
Directors Michael Michael Director: Michael
Michael
Director: Director:
Kartika Hendrawan Kartika Hendrawan
Board of Commissioner: President Commissioner: Commissioner:
Commissioners Erwin Ciputra Commissioner : Erwin Ciputra Erwin Ciputra
Erwin Ciputra
b. The beneficial ownership between the Company and PJK, DBK as well as PMI, both directly and
indirectly, namely Mr. Prajogo Pangestu.
In connection with the Transaction, the Company always complies with each provision in the
agreement made by the Company, applicable laws and regulations, including but not limited to
regulations in the capital market sector, UUPT and other laws and regulations that are binding to the
Company and PJK, DBK as well as PMI.
In relation with the matters mentioned above, by referring to the provisions of POJK 42/2020 in which
the Transaction is qualified as an Affiliate Transaction, therefore, the Company's Board of Directors
hereby announces this Information Disclosure with the aim of providing more complete information
and description to the Company's shareholders regarding the Transaction as well as part of complying
to obligations under POJK 42/2020 juncto POJK 17/2020.
This transaction is not a transaction that contains conflicts of interest and is a material transaction that
does not require GMS approval as referred to in POJK 42/2020 and POJK 17/2020.
The Company is a "Controlled Company" from PJK and the Company's financial statements are
consolidated with PJK. Therefore, based on the provisions of Article 22 POJK 42/2020, this Disclosure
of Information is only carried out by the Company in accordance with the procedures regulated in
POJK 42/2022.
III. INFORMATION REGARDING THE TRANSACTION
1. Background, Reasons and Benefits of Transaction
The background of the Transaction is to implement the Company's long-term strategy which
includes business development and business expansion by increasing operational activities of its
integrated mining and EPC services.
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The Transaction is conducted in line with KJP's long-term strategy as the Company's shareholder
and as part of the PJK group, which is to create synergy and expand its business network. This
Transaction is expected to improve the Company's performance, as well as provide added value
to the Company and the PJK group as a whole.
This Transaction is supported by the Company’s experience and track record of achievement in
the Indonesian mining industry for more than 52 years. The Company leverages the latest digital
technology through its Minerva Digital Platform in providing the best solutions for all clients as
part of complete pit-to-port mining solutions supported by integrated engineering and supply
chain management capabilities, overseeing of Safety, Health and Environment (SHE) and risk
management factors, as well as continuous implementation of Good Corporate Governance as
the backbone of the Company.
2. Transaction Object
2.1 Management Services Agreement
Based on the Management Services Agreement dated 26 June 2024, and effective on
26 June 2024, the Company will provide management and project management services to PJK
with the following scope of work:
● General management services in the form of providing general management services for the
following activities: Finance and Accounting, HCGS and SHE, Legal and Communications,
Asset Management, Supply Chain Management, Management Office & Digital Center of
Excellence, and Corporate Investment and Investor Relations; and
● Project management to PJK and its subsidiaries that hold a Mining Business License (IUP) or
Coal Contracts of Work (PKP2B), for the following activities: mining consultation, operational
excellence, and other matters related to operational activities.
Due to the provision of management services by the Company as referred to above, therefore it
can be stated that integrated mining services are Petrosea's competitive advantage through
pit-to-port mining service capabilities, including open pit contract mining services, civil &
infrastructure construction activities which include roads, tailing dams and site facilities, mining
project management services, including equipment and operators from mine owners and
subcontractors, technical & feasibility study consulting services, mine planning & optimization
services, as well as the Minerva Digital Platform solution that can be applied in every mineral
mining operation including coal.
2.2 Mining Infrastructure Development Services Agreement
Based on the Mining Infrastructure Development Services Agreement dated 26 June 2024, the
Company will provide its expertise in the field of mining infrastructure development services to
DBK with the following scope of work:
i. Initial works
a. Survey.
b. Detailed update and review of the feasibility study (FS).
c. Social study.
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ii. Infrastructure development
a. Preliminary work including: survey, update and detailed review of existing feasibility
study (FS), and social study.
b. Infrastructure development including: hauling road with a capacity of 100 kton/year,
pontoon to cross the Juloi River, and LCT to cross the Ampar River.
In line with the developments of the project requirements, the Company's scope of work can be
adjusted to meet the requirements of DBK and/or other Mining Business Permit (IUP) holders
around the project to ensure that DBK and/or IUP holders can conduct mining activities to
produce coal in the operational area and operational area surrounding operations owned by the
IUP holders and have adequate infrastructure for shipping coal to port or stockpile locations.
The Company provides EPC services through engineering, procurement, construction and
operations services capabilities, including technical due diligence activities, conceptual to full
bankable feasibility studies, front end engineering design, detailed engineering design, project
management, plant & equipment hire procurement & logistics operations and maintenance
services and ends with construction commissioning.
2.3 Geological Consultant Services Agreement
Based on the Geological Consultant Services Agreement dated 26 June 2024 therefore the
Company will obtain PMI’s expertise in the field of mining geological consultant services with the
scope of work to be received by the Company as follows:
a. Implementation of desktop study / preliminary study;
b. Technical review study and site visit (comprehensive data study and field data study);
and
c. Provision of a general review related to all internal activities of the Company.
The acquired mining geological consultant services owned by PMI will support the Company's
business development and business expansion, in line with the increasing operational activities of
mining services that require geological expertise.
3. Transaction Value
3.1 Management Services Agreement
The transaction value for the provision of management services by the Company to PJK based on
the Management Services Agreement is at cost + 10% Margin, which amounts to
Rp 4,468,425,413 per month or the total services cost during the term of this agreement which
amounts to Rp 107,242,209,912 for a period of 2 years. These costs may change according to the
allocation of working time in providing services according to the scope and development of PJK’s
business.
3.2 Mining Infrastructure Development Services Agreement
The estimated transaction value for the provision of mining infrastructure development services
by the Company to DBK based on the Mining Infrastructure Development Services Agreement is
the total actual cost of work that has been incurred by the Company plus 15% Margin, which
amounts to Rp 1,031,111,570,563 for a period of 12 months from the date of work
commencement or otherwise agreed by the parties.
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3.3 Geological Consultant Service Agreement
The transaction value based on the Geological Consultant Services Agreement is at cost + 10%
Margin, which amounts to Rp 1,132,791,667 per month or the total services cost during the term
of this agreement which amounts to Rp 27,187,000,000 for a period of 2 years.
The total value of this Transaction is Rp 1,165,540,780,475 or (i) 32% of the Company's equity, (ii)
10% of the Company’s total assets, (iii) 608% of the Company’s net profit for the year, and (iv) 13%
of the Company’s revenues, based on the Company's audited consolidated financial report as per
31 December 2023, which amounts to Rp 3,632,472,080,000 therefore this Transaction is a
material transaction as it exceeds 20% of the Company's equity, but does not require GMS approval
as it is less than 50% of the Company's equity.
4. Parties Involved in Transaction
The parties involved in the Transaction are the Company and PJK, DBK as well as PMI. The following is
the information regarding the parties involved in the Transaction with the Company:
a. Information Regarding the Company
Brief History of the Company
The Company is a public limited liability company which was established based on Deed No. 75
dated 21 February 1972, drawn up before Djojo Muljadi, S.H., Notary in Jakarta. The deed was
approved by the Minister of Justice of the Republic of Indonesia in Decree No. Y.A.5/51/17 dated
30 November 1972 and registered in the registration book at the Central Jakarta District Court
Office No. 3236 dated 7 December 1972 and has been announced in State Gazette No. 12, on 9
February 1973 and Supplement to State Gazette No. 96.
The Company's Articles of Association have been amended several times, the latest as stated in
Deed No. 1 dated 2 May 2024, drawn up before Aulia Taufani, S.H., Notary in South Jakarta
(Company Deed 1/2024) with the amendments obtaining notification from the Minister of Law
and Human Rights dated 14 May 2024 Number AHU-AH.01.09-0202035 Year 2024 with Company
Register No. AHU-0092599.AH.01.11.Year 2024 dated 14 May 2024.
The latest composition of the shareholders of the Company is as referred to in Company Deed
1/2024.
The latest composition of members of the Board of Commissioners and Board of Directors of the
Company is as referred to in Deed No. 3 dated 4 December 2023, drawn up before before Shanti
Indah Lestari, S.H., M.Kn., Notary in Tangerang Regency (Company Deed 3/2023) with notification
has been received by the Minister of Law and Human Rights as stated in the Letter of Acceptance
of Notification of Changes to Company Data Number AHU-AH. 01.09-0197858 dated 19 December
2023.
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In 1990, the Company conducted an initial public offering of shares to the public and listed its
shares on the Indonesian Stock Exchange.
Company Share Ownership
The Company’s capital structure is as follows:
Remarks Number of Shares Nominal Amount (Rp)
Authorized Capital 4,034,420,000 201,721,000,000
Issued & Paid Up Capital 1,008,605,000 50,430,250,000
Note: with a nominal value of Rp 50 per share.
Based on the List of Shareholders of the Company compiled by PT Datindo Entrycom, the
composition of the shareholders of the Company as per 26 June 2024 is as follows:
Number of
No. Shareholders Total Nominal Value (Rp) %
Shares
1. PT Kreasi Jasa Persada 418,762,400 20,938,120,000 41.519
2. PT Caraka Reksa Optima 184,500,598 9,225,029,900 18.293
PT Sentosa Bersama 190,149,759 9,507,487,950 18.853
3.
Mitra
4. Public 215,192,243 10,759,612,150 21.336
Total 1,008,605,000 50,430,250,000 100.000
Management and Supervision of the Company
The composition of the members of the Board of Commissioners and Board of Directors based on
Company Deed 3/2023 is as follows:
Board of Commissioners
President Commissioner
concurrently Independent Commissioner : Osman Sitorus
Commissioner : Erwin Ciputra
Commissioner : Djauhar Maulidi S.E., M.B.A.
Commissioner : Prof. Ginandjar Kartasasmita
Commissioner : Jenderal Pol (Purn.) Drs. Sutanto
Independent Commissioner : Setia Untung Arimuladi S.H., M.Hum.
Board of Directors
President Director : Michael
Director : Kartika Hendrawan
Director : Ruddy Santoso
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Director : Meinar Kusumastuti
Director : Iman Darus Hikhman
Company Business Activities
The Company is a limited liability company whose business activities are engaged in construction,
mining and quarrying, processing industry, trade, transportation and warehousing, information
and communication, professional, scientific and technical activities, rental and leasing activities
without option rights, employment and education.
b. Information Regarding DBK
Brief History of DBK
DBK is a limited liability company which was established based on the Deed of Establishment
No. 5 dated 5 August 1996 drawn up before Martoenoes Boejoeng Ketek, S.H., Notary in Jakarta.
The deed obtained the approval of the Minister of Law of the Republic of Indonesia with decree
No. C2-8772 HT.01.01.TH.96 dated 4 September 1996 and was announced in the State Gazette
No. 9272 dated 12 November 1996 and Supplement to State Gazette No. 91.
DBK’s articles of association have been amended several times, the latest as stated in Deed
No. 14 dated 25 January 2022 drawn up before Devi Yanti, S.H., M.Kn, Notary in Bogor City. The
deed obtained an approval from the Ministry of Law and Human Rights
No. AHU-0006458.AH.01.02.Year 2022 dated 26 January 2022 with the Company Registration
No. AHU-0018046.AH.01.11.Year 2022 dated 26 January 2022.
The latest composition of the members of Board of Commissioners and Board of Directors of DBK
as mentioned in the Deed No. 8 dated 22 December 2022 drawn up before Devi Yanti, S.H., M.Kn,
Notary in Bogor City. The deed obtained notification from the Ministry of Law and Human Rights
No. AHU-AH.01.09.0090608 dated 23 December 2022 with the Company Registration
No. AHU-0260085.AH.01.11.Year 2022 dated 23 December 2022 (Deed DBK 8/2022).
DBK Share Ownership
DBK capital structure is as follows:
Remarks Number of Shares Nominal Amount (Rp)
Authorized Capital 1,500,000,000 1,500,000,000,000
Issued & Paid Up Capital 1,143,774,469 1,143,774,469,000
Note: with a nominal value of Rp 1.000,00 per share.
The latest shareholders composition of DBK is based on Deed No. 03 dated 3 December 2019
drawn up before Tori Khatul Jannah, S.H., M.Kn., Notary in Karawang Regency. The deed obtained
Notification from the Minister of Law and Human Rights No. AHU-AH.01.03-03722258 dated
12 December 2019 with Company Registration No. AHU-0240792.AH.01.11.Year 2019 dated
12 December 2019, is as follows:
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Amount of Total Nominal Value
No. Shareholders %
Shares (Rp)
1. PT Equator Sumber Energi 1,143,774,468 1,143,774,468,000 99.99
2. PT Panca Sakti Cemerlang 1 1,000 0.01
Total 1,143,774,469 1,143,774,469,000 100.00
DBK Management and Supervision
The composition of the members of the Board of Commissioners and Board of Directors based on
Deed DBK 8/2022 is as follows:
Board of Commissioners
Commissioner : Erwin Ciputra
Board of Directors
President Director : Michael
Director : Diana Arsiyanti
DBK Business Activities
DBK is a limited liability company whose business activities are engaged in coal mining.
c. Information Regarding PJK
Brief History of PJK
PJK is a limited liability public company which was established based on the Deed of Establishment
No. 12 dated 4 August 2008 drawn up before Benny Kristianto, S.H., Notary in Jakarta. The deed
obtained an approval from the Minister of Law and Human Rights through decree
No. AHU-70724.AH.01.01.Year 2008 dated 7 October 2008 with Company Registration
No. AHU-0092971.AH.01.09.Year 2008 dated 7 October 2008 and was announced in the State
Gazette No. 29515 dated 16 December 2008 and Supplement to State Gazette No. 104.
PJK’s articles of association have been amended several times, the latest as stated in the Deed
No. 23 dated 4 May 2023 drawn up before Aulia Taufani S.H., Notary in South Jakarta City. The
Deed obtained notification from the Minister of Law and Human Rights
No. AHU-AH.01.03-0062333 dated 10 May 2023 with Company Registration
No. AHU-0086341.AH.01.11.Year 2023 dated 10 May 2023.
The latest composition members of the Board of Commissioners and Board of Directors PJK is as
referred to in Deed Akta No. 12 dated 12 February 2024 drawn up before Aulia Taufani S.H., Notary
in South Jakarta City. The deed obtained notification from the Minister of Law of Human Rights
No. AHU-AH.01.09.0071184 dated 20 February 2024 with Company Registration
No. AHU-0036478.AH.01.11.Year 2024 dated 20 February 2024 (Deed PJK 12/2024).
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PJK Share Ownership
PJK capital structure is as follows:
Remarks Number of Shares Nominal Amount (Rp)
Authorized Capital 30,000,000,000 6,000,000,000,000
Issued & Paid Up Capital 11,.241,890,000 2,248,378,000,000
Note: with a nominal value of Rp 200,00 per share.
The latest shareholders composition of PJK is based on Deed No. 23 dated 4 May 2023 drawn up
before Aulia Taufani, S.H., Notary in South Jakarta City. The deed obtained notification from the
Minister of Law and Human Rights No. AHU-AH.01.03-0062333 dated 10 May 2023 with Company
Registration No. AHU-0086341.AH.01.11.Year 2023 dated 10 May 2023 is as follows:
Number of Total Nominal Value
No. Shareholders %
Shares (Rp)
1. Prajogo Pangestu 9,551,765,000 1,910,353,000,000 85.06
2. Agus Salim Pangestu 125,000 25,000,000 0.01
3. Masyarakat 1,690,000,000 338,000,000,000 14.93
Total 11,241,890,000 2,248,378,000,000 100.00
PJK Management and Supervision
The composition of the members of the Board of Commissioners and Board of Directors based on
Deed PJK 12/2024 is as follows:
Board of Commissioners
President Commissioner : Erwin Ciputra
Independent Commissioner : Henky Susanto
Board of Directors
President Director : Michael
Director : Daniel Jr Lopez Laurente
Director : Diana Arsiyanti
Director : Kartika Hendrawan
PJK Business Activities
PJK is a limited liability public company whose business activities are engaged in holding and
management consulting services.
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d. Information Regarding PMI
Brief History of PMI
PMI is a limited liability company which was established based on Deed of Establishment
No. 01 dated 3 August 2023 drawn up before Suharyo Adi Nugroho, S.H., M.Kn., Notary in
Karawang Regency. The deed obtained an approval from the Minister of Law and Human Rights
No. AHU-0056842.AH.01.01.Year 2003 dated 4 August 2023 with Company Registration
No. AHU-0149121.AH.01.11.Year 2023 dated 4 August 2023 (“Deed of Establishment of PMI”).
PMI Share Ownership
PMI capital structure is as follows:
Remarks Number of Shares Nominal Amount (Rp)
Authorized Capital 15,000 15,000,000,000
Issued & Paid Up Capital 5,000 5,000,000,000
Note: with a nominal value of Rp 1.000.000,00 per share.
The latest shareholders composition of PMI based on Deed of Establishment of PMI is as follows:
Number of Total Nominal Value
No. Shareholders %
Shares (Rp)
1. PT Petrindo Jaya Kreasi 4,999 4,999,000,000 99.99
2. PT Tamtama Perkasa 1 1,000,000 0.01
Total 5,000 5,000,000,000 100.00
PMI Management and Supervision
The composition of the members of the Board of Commissioners and Board of Directors based on
Deed of Establishment of PMI is as follows:
Board of Commissioners
Commissioner : Erwin Ciputra
Board of Directors
President Director : Michael
Director : Diana Arsiyanti
PMI Business Activities
PMI is a limited liability company whose business activities are engaged in holding and other
management consulting.
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5. Nature of Affiliate Relationship of Parties Involved in Transaction
The relationship between the parties carrying out the Transaction is an Affiliate relationship due
to the same:
a. Board of Directors and Board of Commissioners.
Company PJK DBK PMI
Board of President Director: President Director: President President Director:
Directors Michael Michael Director: Michael
Michael
Director: Director:
Kartika Hendrawan Kartika Hendrawan
Board of Commissioner: President Commissioner: Commissioner:
Commission Erwin Ciputra Commissioner : Erwin Ciputra Erwin Ciputra
ers Erwin Ciputra
b. The beneficial ownership between the Company and PJK, DBK as well as PMI, both directly and
indirectly, namely Mr. Prajogo Pangestu as referred to in the following chart:
IV. INDEPENDENT PARTY APPOINTED IN TRANSACTION
In connection with the above Transaction, the Company has appointed the following independent
party:
KJPP Kusnanto & Rekan, an independent public appraiser who assessed the fairness of the Transaction,
prepared a summary report summarizing the analysis and indicative assessment results, as well as
provided an opinion on the fairness of the Transaction value.
Address : Citywalk Sudirman 6th Floor, Jl. K.H. Mas Mansyur No. 121, Jakarta 10220
Telephone : +62 (21) 2555 8778
Fax : +62 (21) 2555 6665
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V. SUMMARY OF APPRAISAL REPORT AND FAIRNESS OPINION ON TRANSACTION
FROM INDEPENDENT APPRAISAL
The Company appointed KJPP Kusnanto & Rekan as the official KJPP based on Minister of Finance
Decree No. 2.19.0162 dated 15 July 2019 and registered as a capital market supporting professional
services office at OJK with Capital Market Supporting Professional Registration Certificate from OJK No.
STTD.PB-01/PJ-1/PM.223/2023 (business appraiser), has been assigned by the Company's
management to provide a fairness opinion on the Transaction in accordance with assignment letter
KR/240506-001 dated 6 May 2024 which has been authorized by management Company.
The following is a summary of the fairness opinion on the Transaction assessed by KJPP Kusnanto &
Rekan based on report No. 00085/2.0162-00/BS/02/0153/1/VI/2024 dated 26 June 2024 (“Fairness
Opinion”):
1. Transaction Parties
The parties involved in the Transaction are the Company and PJK, DBK as well as PMI.
2. Object of Assessment
Object of assessment are as follows:
a. Transaction where the Company is willing to provide management consulting services and
project management to PJK as well as its subsidiaries that owned Mining Business License (IUP)
or Coal Contracts of Work (PKP2B).
b. Transaction where the Company is appointed by DBK to implement mining road construction
in and around DBK’s operational area and its surrounding.
c. Transaction where the Company appoints PMI to provide consulting services and give
professional advice in the geological field in relations with mining business operation activities.
3. Objectives and Purpose of Assessment
The objectives and purposes of the assessment is to provide an overview on the fairness of the
Transaction to comply with the POJK 42/2020 and POJK 17/2020.
4. Assumptions and Limiting Conditions
The Fairness Opinion Analysis on the Transaction was prepared utilizing previously released data
and information, which KJPP evaluated. In conducting the analysis, KJPP relied on the accuracy,
reliability, and completeness of all financial information, information on the Company's legal
status, and other information provided to KJPP by the Company or which is generally available, and
KJPP is not liable for the accuracy of such information. Changes to the data and information may
have a significant impact on the final conclusion of KJPP's opinion. KJPP further relied on assurances
from the Company's management in which they are unaware of facts that would result in the
information provided to KJPP incomplete or misleading. Therefore, KJPP accepts no responsibility
for changes to the KJPP Fairness Opinion's conclusions due to data and information modifications.
The Company's management prepared projections for its consolidated financial statements before
and after the Transaction. KJPP analyzed the forecasted financial statements, which reflected the
Company's operational conditions and performance. In general, there are no significant
adjustments that KJPP should make to the Company's performance targets.
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KJPP did not conduct inspections of the Company's fixed assets or facilities. Furthermore, KJPP did
not provide an assessment on the transaction's tax implications. KJPP's services to the Company in
relation with the Transaction were limited to providing a Fairness Opinion on the Transaction and
did not include accounting, auditing, or taxation services. KJPP did not conduct research on the
validity of the Transaction from the legal aspect and implications of the tax aspect. The Fairness
Opinion on the Transaction was only viewed from an economic and financial perspective. The
Fairness Opinion report on the Transaction is a non-disclaimer opinion and is available to the public
unless it contains confidential information that could influence the Company's operations.
Furthermore, KJPP collected information on the Company's legal standing based on the articles of
association.
KJPP's work on the Transaction is not, and cannot be interpreted as, a review or audit, or the
application of specific procedures on financial information. The work should not be intended to
identify flaws in internal controls, inaccuracies or inconsistencies in financial statements or
violation of law. Furthermore, KJPP does not have the authority and is unable to gather and analyze
new types of transactions that may be available to the Company, as well as the impact of these
transactions on the Transaction.
This Fairness Opinion was created based on market and economic factors, general business and
financial conditions, and government regulations applicable to the Transaction on the date it was
released.
In preparing this Fairness Opinion, KJPP used several assumptions, such as the fulfillment of all
conditions and obligations of the Company and all parties involved in the Transaction. The
Transaction will be conducted as described in accordance with the stipulated time period, and the
accuracy of information concerning the Transaction disclosed by the Company's management.
This Fairness Opinion must be considered in its entirety and using parts of the analysis and
information without examining the entirety may result in incorrect perspectives and conclusions
about the process underlying the Fairness Opinion. Preparing a Fairness Opinion is a complex
procedure that may not be possible with insufficient analysis.
KJPP also assumes that no developments would occur between the publishing date of the Fairness
Opinion and the date of the Transaction that could have significant effects on the assumptions
utilized in generating this Fairness Opinion. KJPP is not obligated to confirm, complete or update
its opinion in response to changes in assumptions and conditions, as well as events occurring after
the date of this report. The calculations and analysis required to generate a Fairness Opinion were
completed appropriately and KJPP is responsible for the Fairness Opinion report.
The conclusion of this Fairness Opinion applies if there are no changes that have a significant effect
on the Transaction. These changes include, but are not limited to, changes in the Company's
internal and external conditions, such as market and economic conditions, general business, trade,
and financial conditions, as well as Indonesian government regulations and other related
regulations issued after the date of this Fairness Opinion report. If the changes listed above occur
after the date of this Fairness Opinion report, the Fairness Opinion on the Transaction may change.
5. Assessment Approaches and Methods
In evaluating the Fairness Opinion on this Transaction, KJPP conducted an analysis using the
Fairness Opinion approach and procedures on the following matters:
I. Analysis of Transaction;
II. Qualitative and Quantitative Analysis of Transaction; and
15
Page 16
III. Analysis of Transaction Fairness.
6. Conclusion of the Fairness Opinion
Based on the scope of work, assumptions, data, and information collected from the Company's
management for the purpose of creating this report, and after assessing the financial impact of the
Transaction as disclosed in this Fairness Opinion report, KJPP is of the opinion that the Transaction
is fair.
VI. STATEMENT FROM COMPANY'S BOARD OF COMMISSIONERS & BOARD OF DIRECTORS
The Board of Commissioners and Board of Directors of the Company hereby declare that all
information relating to the Transaction has been disclosed, where (i) the Transaction does not contain
Conflicts of Interest as regulated in POJK 42/2020; (ii) the Transaction is a material transaction that
does not require GMS approval as regulated in POJK 17/2020 and; and (iii) all material information has
been disclosed in this Disclosure of Information and the information is not misleading.
The Board of Directors of the Company hereby declares that the Transaction has gone through the
Company's procedures as required in POJK 42/2020 to ensure that the Transaction has been carried
out in accordance with applicable regulatory provisions and generally accepted business practices.
VII. ADDITIONAL INFORMATION
For the shareholders of the Company who require further information regarding the Transaction,
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
corporate.secretary@petrosea.com
www.petrosea.com
to: Corporate Secretary
28 June 2024
Board of Directors of the Company
16
Names mentioned 45 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×5
unresolved
org
Indonesia Stock Exchange
p.2 ×2
unresolved
org
PT Daya Bumindo Karunia
p.2
unresolved
org
Minister of Law and Human
p.2
unresolved
org
Minister of Law and Human Rights
p.2 ×4
unresolved
org
PT Prima Mineral Investindo
p.3
unresolved
person
Prajogo Pangestu. In
p.4 ×4
unresolved
person
Djojo Muljadi
· Notaris
p.7
unresolved
org
Minister of Justice
p.7
unresolved
org
Central Jakarta District Court
p.7
unresolved
person
Aulia Taufani
· Notaris
p.7 ×5
unresolved
person
Shanti Indah Lestari
· Notaris
p.7
unresolved
org
PT Datindo Entrycom
p.8
unresolved
person
Prof. Ginandjar Kartasasmita
p.8
unresolved
person
Jenderal Pol (Purn.) Drs. Sutanto Independent
p.8
unresolved
person
Martoenoes Boejoeng Ketek
· Notaris
p.9
unresolved
org
Minister of Law
p.9
unresolved
person
Devi Yanti
· Notaris
p.9 ×3
unresolved
person
Tori Khatul Jannah
· Notaris
p.9
unresolved
org
PT Equator Sumber Energi
p.10
unresolved
org
PT Panca Sakti Cemerlang
p.10
unresolved
person
Benny Kristianto
· Notaris
p.10
unresolved
person
Suharyo Adi Nugroho
· Notaris
p.12 ×2
unresolved
org
PT Tamtama Perkasa
p.12
unresolved
org
KJPP Kusnanto & Rekan
p.13 ×3
unresolved
org
KJPP Kusnanto
p.13 ×3
unresolved
person
K.H. Mas Mansyur
p.13
unresolved
org
Minister of Finance Decree
p.14
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
3367 ms
12 Sep 2026 23:01
Raw output
{'appraiser_exempt': None,
'appraiser_name': '',
'assets': [],
'currency': None,
'fact_type': '',
'issuer_name': '',
'kind': 'MATERIAL_FACT',
'kjpp_name': '',
'letter_number': '',
'object_text': '',
'object_truncated': False,
'parties': [],
'pct_of_equity': None,
'reference_period': '',
'requires_rups': None,
'rups_date': None,
'ticker': '',
'transaction_date': None,
'valuation_date': None,
'value': None}