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20260518_DOID_Laporan Informasi dan Fakta Material_32091991_lamp1.pdf
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Page 1
DISCLOSURE OF INFORMATION TO THE SHAREHOLDERS OF
PT BUMA INTERNASIONAL GRUP TBK
IN RELATION TO THE PLAN FOR SHARE REPURCHASE
As referred to in the OJK Regulation No. 29 Tahun 2023
THIS DISCLOSURE OF INFORMATION IS PROVIDED IN RELATION TO THE PLAN FOR SHARE REPURCHASE
ISSUED BY THE COMPANY AND LISTED ON THE INDONESIAN STOCK EXCHANGE THAT SHALL BE
CONDUCTED IN REFERENCE TO THE PROVISIONS OF LAW NO. 40 OF 2007 CONCERNING LIMITED
LIABILITY COMPANIES (THE “COMPANY LAW”) AND THE FINANCIAL SERVICES AUTHORITY (“OJK”)
REGULATION NO. 29 OF 2023 CONCERNING SHARE REPURCHASE ISSUED BY PUBLIC COMPANIES
(“POJK 29/2023”).
THIS DISCLOSURE OF INFORMATION IS IMPORTANT FOR THE COMPANY’S SHAREHOLDERS TO READ
AND CONSIDER REGARDING THE SHARE REPURCHASE PLAN TO BE UNDERTAKEN BY THE COMPANY.
PT BUMA Internasional Grup Tbk
Business Activities
Services, Mining, Trading, Development and/or Construction, Holding Activities
Domiciled in South Jakarta, Indonesia
Head Office
South Quarter Tower C, 5th Floor,
Jl. R.A. Kartini Kav 8, Cilandak Barat,
Jakarta Selatan 12430
Telepon : (021) 30432080
Faksimili : (021) 30432081
Website : www.bumainternational.com
Email : corpsec@bumainternational.com
IF ANY READER IS EXPERIENCING DIFFICULTY TO FULLY UNDERSTAND THE INFORMATION CONTAINED
WITHIN THIS DISCLOSURE OF INFORMATION, READERS ARE ADVISED TO CONSULT A BROKER,
INVESTMENT MANAGER, LEGAL ADVISOR, PUBLIC ACCOUNTANT OR ANY OTHER PROFESSIONAL
ADVISOR.
THE BOARD OF DIRECTORS AND COMISSIONERS OF THE COMPANY, INDIVIDUALLY OR COLLECTIVELY,
ARE HEREBY FULLY RESPONSIBLE FOR TRUTHFULNESS AND COMPLETENESS OF ALL INFORMATION OR
MATERIAL FACTS DISCLOSED IN THIS DISCLOSURE OF INFORMATION, AND REAFFIRM THAT AFTER
THOROUGH REVIEW AND TO THE BEST OF THEIR KNOWLEDGE AND UNDERSTANDING, THAT THE
MATERIAL INFORMATION CONTAINED WITHIN IS TRUTHFUL, AND THERE IS NO OTHER MATERIAL FACT
THAT HAVE NOT BEEN DISCLOSED OR OMITTED TO THE EXTENT IT CAUSES THE INFORMATION PROVIDED
BECOMES INACCURATE OR MISLEADING.
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS ("EGMS") TO APPROVE THE SHARE
REPURCHASE PLAN WILL BE HELD IN JAKARTA ON 24 JUNE 2026.
ALL INFORMATION CONTAINED IN THIS DISCLOSURE OF INFORMATION IS ONLY A PROPOSAL THAT
SUBJECT TO SHAREHOLDERS' APPROVAL AT THE COMPANY'S EGMS.
This Disclosure of Information is issued in Jakarta on 18 Mei 2026
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DESCRIPTION REGARDING THE PLAN FOR THE COMPANY’S SHARE REPURCHASE
A. Timeline for the Company’s Share Repurchase
The Company intends to carry out a Share Repurchase of its shares that have been issued and listed on the Indonesian
Stock Exchange (the “Transaction”) in accordance with the Company Law and POJK 29/2023. The Transaction shall be
executed, through market purchase on the Indonesian Stock Exchange, at anytime within a twelve-month period from the
date on which the resolution of the General Meeting of Shareholders is obtained (the “GMS Resolution”), until no later
than 24 June 2027. The Company will further announce the effective date of the Transaction through information disclosure
in accordance with POJK 31/2015 prior to commencing the Transaction.
B. Estimated Transaction Cost and Total Nominal Value of Shares to be Repurchased
1. Estimated Transaction Cost
To implement the Transaction, the Company shall allocate a maximum internal fund of USD 6,000,000 (six million
United States Dollars) or equivalent to Rp. 104,250,022,500 (one hundred four billion two hundred fifty million twenty-
two thousand and five hundred Rupiah) based on the exchange rate of USD 1 = Rp. 17,375.01- (seventeen thousand
three hundred seventy-five point zero one Rupiah). This fund shall be inclusive of transaction cost, brokerage fees, and
other fees in relation to the Transaction of the Company. In determining the fund allocation for the Transaction, the
Company ensures its compliance with Article 5 of POJK 29/2023 and Article 37 paragraph1 (a) of the Company Law.
Based on the Company’s consolidated financial statements as of 31 December 2025, which have been audited by the
Public Accounting Firm of Aria Kanaka & Rekan (affiliated to Forvis Mazars), the implementation of the Transaction
does not cause the Company’s net assets to be lower than the aggregate amount of its issued capital and the mandatory
reserves that have been appropriated.
2. Value and Total Shares to be Repurchased
In accordance with Article 37 paragraph 1 letter (b) of the Company Law, the number of shares to be repurchased shall
not exceed 10% (ten percent) of the total issued and paid-up capital in the Company. The number of outstanding shares
(free float) after the implementation of the Transaction shall not be less than 15% (fifteen percent) of the total issued
and paid-up capital of the Company. Considering the maximum fund allocation of USD 6.000.000 (six million United
States Dollars), the implementation of this Transaction will not have a material impact on the Company’s financial
performance and business activities.
C. Consideration of the Transaction
The Company’s considerations for undertaking the Transaction include, but are not limited to:
a. Providing added value to the Company’s shareholders apart from dividend distribution; and
b. Implementation of a management and employee share ownership program as part of the employee retention
program.
D. Composition of the Company’s Shareholders as of 31 December 2025 and the Company’s Plans for Treasury
Shares
The shareholders composition of the Company as of 31 December 2025 is as follows:
Nominal Value
Description Total Shares %
Rp 50,- per share
Authorized Capital 27,000,000,000
Issued and Fully Paid Capital
1. Northstar Tambang Persada Ltd 2,924,000,000 146,200,000,000 38.217%
2. PT Trimegah Sekuritas Indonesia Tbk 504,580,000 25,229,000,000 6.595%
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3. Six Sis Ltd 432,100,000 21,605,000,000 5.648%
4. Ronald Sutardja (President Director) 222,760,000 11,138,000,000 2.912%
5. Ashish Gupta (Comissioner) 200,000,000 10,000,000,000 2.614%
6. Dian Sofia Andyasuri (Comissioner) 35,000,000 1,750,000,000 0.457%
7. Iwan Fuad Salim (Director) 17,500,000 875,000,000 0.229%
8. Dian Paramita (Director) 15,000,000 750,000,000 0.196%
9. Public 3,006,229,432 150,311,471,600 39.292%
Total Outstanding Shares 7,357,169,432 367,858,471,600 96.159%
10. Treasury Shares 293,837,700 14,691,885,000 3.841%
Total Issued and Fully Paid Capital 7,651,007,132 382,550,356,600 100.000%
The treasury shares currently held by the Company amounting to 293,837,700 (two hundred ninety-three million eight
hundred thirty-seven thousand and seven hundred) shares, with a nominal value of Rp 50,- (fifty Rupiah) per share,
amounting in aggregate to IDR 14,691,885,000 (fourteen billion six hundred ninety-one million eight hundred eighty-five
thousand Rupiah) (the “Treasury Shares”). In addition to the Share Repurchase agenda, the Company has also
scheduled the agenda for Capital Reduction at the upcoming EGMS on 24 June 2026. The existing Treasury Shares may
be transferred for the Capital Reduction, the decision and implementation of which will be carried out after the GMS
Resolution and before the Transaction (the “Transfer of Treasury Shares”).
Accordingly, the proforma shareholder composition of the Company after the Transfer of Treasury Shares is as follows:
Nominal Value
Description Total Shares %
Rp 50,- per share
Authorized Shares 27,000,000,000
Issued and Fully Paid Capital
1 Northstar Tambang Persada Ltd 2,924,000,000 146,200,000,000 39.744%
2 PT Trimegah Sekuritas Indonesia Tbk 504,580,000 25,229,000,000 6.858%
3 Six Sis Ltd 432,100,000 21,605,000,000 5.873%
4 Ronald Sutardja (President Director) 222,760,000 11,138,000,000 3.028%
5 Ashish Gupta (Comissioner) 200,000,000 10,000,000,000 2.718%
6 Dian Sofia Andyasuri (Comissioner) 35,000,000 1,750,000,000 0.476%
7 Iwan Fuad Salim (Director) 17,500,000 875,000,000 0.238%
8 Dian Paramita (Director) 15,000,000 750,000,000 0.204%
9 Public 3,006,229,432 150,311,471,600 40.861%
Total Issued and Fully Paid Capital 7,357,169,432 367,858,471,600 100.000%
The total shares to be repurchased shall not exceed 320,769,300 (three hundred twenty million seven hundred sixty-nine
thousand and three hundred) shares with a nominal value of Rp. 50,- (fifty Rupiah) per share, or amounting to
Rp 16,038,465,000 (sixteen billion thirty-eight million four hundred sixty-five thousand Rupiah), and therefore the
Transaction shall not exceed 10% (ten percent) from total issued and paid-up capital in the Company.
Assuming the funds allocated for the Transaction are sufficient to repurchase the maximum shares of 320,769,300 (three
hundred twenty million seven hundred sixty-nine thousand and three hundred) shares, through market purchase on the
Indonesia Stock Exchange from shares held by public, the public shareholding will be declined to 36.50% (thirty-six point
fifty percent).
E. Limitation of Share Price for the Transaction
The Transaction will be executed at a price that is deemed right and fair by the Company, while considering that offer price
for the Transaction shall be done at a lower or equal to the transaction price that closed immediately prior, in accordance
with prevailing provision on POJK 29/2023.
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F. Methods Used to Carry Out the Transaction
1. The Transaction will be carried out at anytime within a period of 12 (twelve) months following the GMS Resolution until
no later than 24 June 2027 through market purchase on the Indonesia Stock Exchange. The Company will further
announce the effective date of the Transaction through information disclosure in accordance with POJK 31/2015 prior
to commencing the Transaction.
2. Every party who is a:
a. Member of commissioner, member of director, employee, and the main (majority) shareholder of the Company;
b. An individual who, due to his position or profession or by his business relationship with the Company, has the
potential of receiving insider information;
c. A party who is no longer fall into the definition of point a and b above within the last 6 (six) months;
is forbidden from executing any transaction related to the shares of the Company within the Transaction Period.
G. The Company’s Plan for the Shares to be Repurchased
The Company plans to retain the repurchased shares as treasury shares for the period stipulated under Article 16 of POJK
29/2023. However, the Company may transfer the repurchased shares at any time through the following methods:
1. sale either in the Stock Exchange or outside the Stock Exchange;
2. cancellation through capital reduction;
3. implementation of share ownership programs for employees and/or the board of directors and board of commissioners;
4. execution of payment/settlement for certain transactions;
5. conversion of equity securities issued by the Public Company;
6. distribution of repurchased shares to shareholders on a proportional basis; and/or
7. other methods subject to the approval of the OJK.
H. Source of Funds that will be used for Transaction
The Company ensures that the source of funds used for the Transaction is in accordance to Article 5 of POJK 29/2023.
MANGEMENT’S DISCUSSION AND ANALYSIS ON THE IMPACT OF THE TRANSACTION
TO THE BUSINESS ACTIVITIES AND GROWTH OF THE COMPANY
A. The Estimated Reduction in the Company’s Revenue Resulting From the Transaction and the Impact on the
Company’s Financing Costs
Assuming the Company finances the Transaction with internal cash up to USD 6,000,000 (six million United States Dollar)
or equivalent to Rp 104,250,022,500 (one hundred four billion two hundred fifty million twenty-two thousand and five
hundred Rupiah), the total Assets and Equity of the Company will decline by USD 6,000,000 (six million United States
Dollar) or equivalent to Rp 104,250,022,500 (one hundred four billion two hundred fifty million twenty-two thousand five
hundred Rupiah). The impact of the Transaction to the Company’s operational expenses is expected immaterial;
accordingly the statement of profit and loss of the Company is estimated to remain aligned with the Company’s target.
Considering the above, the Company is of the opinión that the proposed Transaction will not have a material adverse
effect on the Company’s business, considering the Company has suffiecient capital and cash flows to carry out the
Transaction while maintaining the Company’s normal business operation.
B. Proforma of the Company After Execution of the Transaction
The Company is of the opinion that the Transaction will not have a material adverse effect on the Company’s business
activities and growth. The Company currently has sufficient capital and cash flows to execute and fund the Company’s
activities, growth, operations, and the Transaction.
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The 12 (twelve) months period ending 31 December 2025
In USD unless otherwise stated
Description
Impact of After
Before Treasury Treasury Impact of After
Transaction Shares Shares Transaction Transaction
Transfer Transfer
Total Asset 1,527,569,222 1,527,569,222 (6,000,000) 1,521,569,222
Total Liability 1,478,695,495 1,478,695,495 1,478,695,495
Total Equity 48,873,727 48,873,727 (6,000,000) 42,873,727
Current Period Profit (127,606,470) (127,606,470) (127,606,470)
Net Profit per Share (0.01734) (0.01734) (0.01814)
Total Outstanding Shares 7,357,169,432 7,357,169,432 (320,769,300) 7,036,400,132
Return on Asset (RoA) (%) -8.35% -8.35% -8.39%
Return on Equity (RoE) (%) -261.09% -261.09% -297.63%
*) Notes:
1. Assuming maximum repurchased shares representing 4.36% (four point thirty-six percent), equivalent to
320,769,300 (three hundred twenty million seven hundred sixty-nine thousand and three hundred) shares of the
total Company’s issued and paid-up capital.
2. Assuming the allocated fund for the Transaction of up to USD 6,000,000 (six million United States Dollars) or
equivalent to Rp 104,250,022,500 (one hundred four billion two hundred fifty million twenty-two thousand five
hundred Rupiah), to be used entirely for the Company’s Transaction.
The impact of the Transaction based on the proforma assumptions above is as follows:
1. The Transaction will reduce the Company’s total Assets and Equity by the amount of the Transaction. If the
Company utilizes the entire budget allocated for the Transaction up to the maximum reserved amount, then the
total Assets and Equity will decrease by a maximum of USD 6,000,000 (six million United States Dollars) or
equivalent to Rp 104,250,022,500 (one hundred four billion two hundred fifty million twenty-two thousand and
five hundred Rupiah), using an exchange rate of USD 1 = IDR 17,375.01 (seventeen thousand three hundred
seventy-five Rupiah and one sen).
2. The Company’s revenue will not decline as a result of the implementation of the Transaction.
3. The Transaction is expected to have only a minimal impact on the Company’s financing expenses.
4. The Company is of the opinion that the Transaction will not have a material adverse effect on the Company’s
business activities and growth, because the Company currently has sufficient capital and cash flows to execute
and fund the Company’s activities, growth, operations, and the Transaction.
THE COMPANY’S EGMS
The Transaction requires approval from the Company's shareholders. Therefore, the Company intends to obtain approval from
shareholders at the Company's EGMS which will be held on Wednesday, 24 June 2026, with the following schedule:
Description Date
Notification of EGMS schedule and agenda to OJK 7 May 2026
EGMS Announcement (with Information of Disclosures) 18 May 2026
Recording Date 1 June 2026
EGMS Invitation 2 June 2026
Holding EGMS 24 June 2026
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Based on the Company's articles of association, the EGMS to approve the Transaction must be attended by shareholders
representing more than 1/2 of the total shares with voting rights who are present or represented and the EGMS resolution
must be approved by more than 1/2 of the total shares with voting rights who attended the EGMS.
SUPPLEMENTAL INFORMATION
For shareholders who need supplemental information in relation to the Transaction, please contact:
PT BUMA Internasional Grup Tbk
South Quarter Tower C, Lt. 5
Jl. R.A. Kartini Kav 8, Cilandak Barat
Jakarta 12430, Indonesia
Telp. +62.21.30432080 Fax +62.21.30432081
Website : www.bumainternational.com Email : corpsec@bumainternational.com
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Internasional Grup Tbk
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Aria Kanaka & Rekan
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Indonesia Stock Exchange
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