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20240515_MBMA_Keterbukaan Informasi terkait Aksi Korporasi_31639380_lamp2.pdf
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Page 1
DISCLOSURE OF INFORMATION TO SHAREHOLDERS
PT MERDEKA BATTERY MATERIALS TBK (“COMPANY”)
IN THE FRAMEWORK OF THE PLAN TO INCREASE CAPITAL BY PROVIDING
PRE-EMPTIVE RIGHTS
This Information Disclosure was made and addressed to the Company's shareholders in order to
comply with Financial Services Authority ("Otoritas Jasa Keuangan/OJK") Regulation No.
32/POJK.04/2015 concerning Increasing Public Company Capital by Providing Pre-emptive Rights as
amended by OJK Regulation No.14/POJK.04/2019 concerning Amendments to OJK Regulation No.
32/POJK.04/2015 concerning Increasing Capital for Public Companies by Providing Pre-emptive Rights
("POJK No. 32/2015").
PT Merdeka Battery Materials Tbk
Main Business Activities:
Holding company for business groups engaged in nickel and other mineral mining, processing and
other related business activities that are vertically integrated in the value chain of strategic minerals
and raw materials for electric motor vehicle batteries.
Head Office:
Treasury Tower, 69th Floor, District 8
SCBD Lot. 28 Jl. Jend. Sudirman Kav. 52-53, South Jakarta 12190
Telephone: +62 21 – 39525581
Fax: +62 21 – 39525582
Email: corsec@merdekabattery.com
Website: www.merdekabattery.com
This disclosure of information is important for the Company's shareholders to read and pay attention
to in order to make decisions regarding plans to increase capital by granting the Company pre-
emptive rights.
If you have difficulty understanding the information as stated in this Disclosure of Information or are
unsure about making a decision, you should consult with a securities broker, investment manager,
legal advisor, public accountant or other professional advisor.
The Board of Directors and Board of Commissioners of the Company, both individually and jointly, are
fully responsible for the completeness and correctness of all information or material facts contained in
this Information Disclosure and confirm that the information stated in this Information Disclosure is
correct and there are no errors in the disclosure of material facts or no material facts not stated which
could cause the material information in this Information Disclosure to be incorrect and/or misleading.
This Information Disclosure was published on 15 May 2024
Page 2
IMPORTANT DATES AND ESTIMATED TIMELINES
The Company intends to Increase Capital by Granting Pre-emptive Rights to the Shareholders of the
Company ("PMHMETD I") with the estimated schedule as follows:
1. Notification of the Agenda for the Annual General Meeting of Shareholders 6 May 2024
("AGMS") to OJK
2. Announcement of the plan to hold the AGMS to the shareholders of the 15 May 2024
Company through the PT Bursa Efek Indonesia ("IDX") website, the
eASY.KSEI website, and the Company's website www.merdekabattery.com
3. Announcement of Information Disclosure regarding the PMHMETD I plan via 15 May 2024
the IDX website and the Company's website www.merdekabattery.com
4. Submission of proof of Information Disclosure announcement regarding the 17 May 2024
PMHMETD I plan on the IDX website to the OJK
5. Last date for recording shareholders who are entitled to attend the AGMS 29 May 2024
(“recording date”)
6. Invitation to the AGMS to the Company's shareholders through the IDX 30 May 2024
website, eASY.KSEI website, and the Company website
www.merdekabattery.com
7. Additional Information on Information Disclosure (if any) 19 June 2024
8. Implementation of the AGMS 21 June 2024
9. Announcement of the summary of the AGMS minutes through the IDX 25 June 2024
website, eASY KSEI website, and the Company website
www.merdekabattery.com
10. Submission of AGMS minutes to OJK and IDX 22 July 2024
Page 3
I. GENERAL
A. General Information About the Company
The Company, domiciled in South Jakarta, was initially established under the name PT
Hamparan Logistik Nusantara based on Deed of Establishment No. 66 dated 20 August 2019,
made before Darmawan Tjoa, S.H., S.E., Notary in Jakarta, which has been approved by the
Minister of Law and Human Rights of the Republic of Indonesia ("MOLHR") based on Decree
No. 0041804.AH.01.01.TAHUN 2019 dated 22 August 2019. The Articles of Association of the
Company have been amended several times and most recently amended pursuant to the Deed
of Statement of Shareholder Decisions on Amendments to the Articles of Association No. 14
dated 7 June 2023, made before Jose Dima Satria, S.H., M.Kn., Notary in Jakarta, which has
been notified to the Minister of Law and Human Rights as stated in the Letter of Acceptance of
Notification of Amendments to Articles of Association No. AHU-AH.01.03-0075675 dated 12 June
2023 and has been registered in the Company Register at the Ministry of Law and Human Rights
of the Republic of Indonesia ("Kemenkumham") under No. AHU-0107657.AH.01.11.TAHUN
2023 dated 12 June 2023
Based on the provisions of Article 3 of the Company's articles of association, the Company's aims
and objectives are to engage in holding company activities and other management consulting
activities. To achieve the aims and objectives mentioned above, the Company carry out the
following business activities:
1. Holding Company Activities
Carrying out holding company activities, including ownership and/or control of its subsidiary
group; and
2. Other Management Consulting Activities
Other management consulting activities where the main activity (as relevant) is providing
assistance with advice, guidance and business operations and other management
organizational issues, such as strategic and organizational planning; decisions relating to
finances; marketing objectives and policies; human resource planning, practices and policies;
scheduling planning and production control.
To achieve the main business activities mentioned above, the Company carry out the following
business activities:
1. Providing services as counselors and negotiators in designing corporate mergets and
acquisition; and
2. providing services including assistance with advice, guidance, and business operations and
other management organizational issues, such as strategic and organizational planning;
decisions relating to finances; marketing objectives and policies; human resource planning,
practices and policies; scheduling planning and production control. The provision of these
services includes financial assistance, advice, guidance and operations for various
management functions, agronomic and agricultural economic management consultations in
the agricultural and similar fields, design of accounting methods and procedures, cost
accounting programs, budget monitoring procedures, provision of funding, advice and
assistance for businesses and community services in planning, organizing, efficiency and
supervision, management information and others including infrastructure investment study
services.
B. Capital and Composition of Company Shareholder
The Company's Authorized Capital is divided into 350,000,000,000 (three hundred and fifty
billion) shares with a nominal value per share of IDR 100 (one hundred Rupiah). Based on the
Company's List of Shareholders on 30 April 2024 issued by PT Datindo Entrycom as the
Securities Administration Bureau of the Company, the capital structure and composition of the
shareholders of the Company are as follows:
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NUMBER OF
SHAREHOLDERS NAME AMOUNT (RP) (%)
SHARES
Authorized Capital 350,000,000,000 35,000,000,000,000
Issued and Paid-up Capital
1) PT Merdeka Energi Nusantara 54,045,287,677 5,404,528,767,700 50.04
2) Garibaldi Thohir 6,836,659,400 683,665,940,000 6.33
3) Huayong International (Hong Kong) Limited 8,149,060,000 814,906,000,000 7.55
4) PT Alam Permai 5,861,079,300 586,107,930,000 5.43
5) Winato Kartono 2,361,003,614 236,100,361,400 2.19
6) Masyarakat 30,742,329,909 3,074,232,990,900 28.46
Amount Issued and Paid-up Capital 107,995,419,900 10,799,541,990,000 100.00
Shares in portepel 242,004,580,100 24,200,458,010,000
C. Composition of the Company's Board of Commissioners and Board of Directors
Based on the Deed of Shareholder Decision Statement No. 54 dated 16 January 2023 which has
been notified to the MOLHR as stated in the Letter of Acceptance of Notification of Changes to
Company Data No. AHU-AH.01.09-00275-3 dated 19 January 2023 and registered in the
Company Register at the Kemenkumham under No. AHU-0012541.AH.01.11.Year 2023 dated
19 January 2023 in conjunction with Deed of Statement of Shareholders' Decision on
Amendments to the Articles of Association No. 60 dated 20 February 2023 which has been
notified to the MOLHR as stated in the Letter of Acceptance of Notification of Changes to
Company Data No. AHU-AH.01.09-0093759 dated 20 February 2023 and registered in the
Company Register at the Kemenkumham under No. AHU-0036466.AH.01.11.Year 2023 dated
20 February 2023 in conjunction with Deed of Shareholder Decision Statement No. 156 dated 30
June 2023 has been notified to the MOLHR as stated in the Letter of Acceptance of Notification
of Changes to Company Data No. AHU-AH.01.09-0135091 dated 6 July 2023 and registered in
the Company Register at the Kemenkumham under No. AHU-0126139.AH.01.11.Year 2023
dated 6 July 2023 in conjunction with Deed of Meeting Decision Statement No. 89 dated 20
October 2023 which has been notified to the MOLHR as stated in the Letter of Acceptance of
Notification of Changes to Company Data No. AHU-AH.01.09-0179842 dated 31 October 2023
and registered in the Company Register at the Kemenkumham under No. AHU-
0218000.AH.01.11.Year 2023 dated 31 October 2023, all made before Jose Dima Satria, S.H.,
M.Kn., Notary in Jakarta, the composition of the members of the Company's Board of Directors
and Board of Commissioners on the date this Information Disclosure was published is as follows
following:
Borad of Commissioners:
President Commissioner : Winato Kartono
Commissioner : Michael W. P. Soeryadjaya
Independent Commissioner : Dr. Didi Achjari, S.E., M.Com., Ak.
Board of Directors:
President Director : Devin Antonio Ridwan
Vice President Director : Jason Laurence Greive
Director : Titien Supeno
Director : Andrew Phillip Starkey
Page 5
II. INFORMATION REGARDING PLANS TO INCREASE CAPITAL BY PROVIDING PRE-
EMPTIVE RIGHTS
A. Maximum Number of Share Issuance Plans by Providing Pre-emptive Rights (“HMETD”)
The Company plans to conduct PMHMETD I in a maximum amount of 10% (ten percent) of the
total number of shares issued and fully paid up by the Company on the date this Information
Disclosure is published.
In the event that the deposit for new shares is made in a form other than money, the deposit in a
form other than money must comply with the following provisions:
1. Directly related to the planned use of funds;
2. Menggunakan penilai untuk menentukan nilai wajar dari bentuk lain selain uang yang
digunakan sebagai penyetoran dan kewajaran transaksi penyetoran atas saham baru dalam
bentuk selain uang;
3. In the event that the deposit for new shares is in the form of a claim right to the Company
which is compensated as a deposit for new shares, the claim right must be included in the
Company's last financial report which has been audited by an accountant; and
4. Comply with the provisions of other laws and regulations that regulate the deposit of shares
in forms other than money and compensation for claim rights as deposits for new shares.
B. Estimated Capital Increase Implementation Period
In accordance with the provisions of Article 8 paragraph (3) POJK no. 32/2015, the period
between the date of approval of the AGMS in relation to PMHMETD I until the effectiveness of
the registration statement is no more than 12 (twelve) months. The Company plans to carry out
additional capital within the 12 (twelve) month period.
The implementation of PMHMETD I will depend on and be subject to, and will be carried out if
approval has been obtained from the Company's AGMS and an effective statement from the OJK
regarding the registration statement for PMHMETD I submitted by the Company with reference
to the applicable laws and regulations in Indonesia.
C. Analysis of the Effect of Additional Capital on Financial Condition and Shareholders
PMHMETD I was carried out by the Company to strengthen the Company's capital structure so
as to provide the Company with additional funds to support the Company's performance. If the
Company's shareholders do not exercise the HMETD they own in PMHMETD I, then the
ownership of the Company's shareholders will be subject to dilution with a maximum percentage
of 9.1% of their total share ownership in the Company.
D. Estimated Fund Use Plan
The Company plans to use all net funds obtained from PMHMETD I (after deducting issuance
costs), including for: general liquidity needs, capital expenditure, working capital and for business
growth and/or development of the Company, its subsidiaries and associated entities (both which
currently exists or will exist in the future), including but not limited to purchasing shares and/or
assets, and/or investing in shares in one or more companies, and other appropriate transaction
methods.
Final information regarding the use of funds will be disclosed in the prospectus issued in the
context of PMHMETD I which will be provided to entitled shareholders in a timely manner, in
accordance with applicable laws and regulations.
Page 6
III. ADDITIONAL INFORMATION
To obtain further information regarding the matters mentioned above, the shareholders of the Company
may contact the Company during the Company's working hours at the address below:
PT Merdeka Battery Materials Tbk
Head Office:
Treasury Tower, 69th Floor, District 8
SCBD Lot. 28 Jl. Jend. Sudirman Kav. 52-53, South Jakarta 12190
Telephone: +62 21 – 39525581
Fax: +62 21 – 39525582
Email: corsec@merdekabattery.com
Website: www.merdekabattery.com
Names mentioned 21 people and organisations named in the text · linked when the evidence is strong
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Financial Services Authority
p.1
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PT Hamparan Logistik Nusantara
p.3
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Darmawan Tjoa
· Notaris
p.3
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Minister of Law and Human Rights
p.3 ×2
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person
Jose Dima Satria
· Notaris
p.3 ×3
unresolved
org
Ministry of Law and Human Rights
p.3
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PT Datindo Entrycom
p.3
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