20240506_MDKA_Laporan Informasi dan Fakta Material_31635522_lamp1.pdf

The Company intends to conduct Capital Increases without Pre-Emptive Rights III (“NPR III”) to the
shareholders of the Company with the indicative timetable as follows:

1. | Notification of Extraordinary General Meeting of Shareholders (“EGMS”) 26 April 2024

agenda to OJK
(2 | Announcement of the plan to convene EGMS to the shareholders of the 6 May 2024

Company through Indonesia Stock Exchange (“IDX”) website, eASY.KSEI
website, and the Company's website www.merdekacoppergold.com

3. | Announcement of the Disclosure of Information on capital increases 6 May 2024
without pre-emptive rights through IDX website, eASY.KSEI website, and
the Company's website www.merdekacoppergold.com

4. | The recording date of the shareholders who are entitled to attend the 20 May 2024
EGMS

5. -  EGMS Invitation to the shareholders of the Company through IDX 21 May 2024

website, eASY.KSEI website, and the Company's website
www.merdekacoppergold.com

- Notification ofamendments to the agenda of the EGMS to OJK (if any)

6. Announcement of this Amendment and/or Addition to the Disclosure of 10 June 2024
Information

Ts EGMS 12 June 2024

8. | Announcement of the summary of EGMS minutes through IDX website, 14 June 2024
@ASY.KSEI website, and the Company's website
www.merdekacoppergold.com

9. | Submission of the minutes of EGMS to OJK and IDX 12 July 2024

GENERAL —)

General Description of the Company

The Company, established under the name of PT Merdeka Serasi Jaya, pursuant to the Deed of
Establishment of Limited Liability Company No. 02 dated 5 September 2012, made before Ivan Gelium
Lantu, S.H., M.Kn., Notary in Depok City, which has been ratified by the Minister of Law and Human Rights
of the Republic of Indonesia (“MOLHR”) by virtue of its Decree No. AHU-48205.AH.01.01.Tahun 2012
dated 11 September 2012, and has been published in the State Gazette of the Republic of Indonesia No.
47 dated 11 June 2013, Supplement No. 73263.

The Company's Articles of Association have been amended several times as lastly amended by Deed of
Statement of Meeting Resolution on Amendment to the Articles of Association No. 121 dated 27 March
2024, made before Jose Dima Satria, S.H., M.Kn., Notary in Administrative City of South Jakarta, which
has been notified to the MOLHR based on the Receipt of Notification ofthe Amendment of the Articles of
Association No. AHU-AH.01.03-0074803 dated 27 March 2024 ("Deed 121/2024”).

The Company is headguartered at Treasury Tower, 67th - 68th Floor, District 8 SCBD Lot. 28, Jl. Jend.
Sudirman Kav. 52-53, Senayan, Kebayoran Baru, South Jakarta 12190, DKI Jakarta, Indonesia.

According to Article 3 of the Company's Articles of Association, the purposes and objectives of the
Company are to conduct business as a holding company and management consultation.

To achieve the abovementioned purposes and objectives, the Company can perform the main business
activities as follows:

a. holding company's activities, including the ownership and/or control of its group of subsidiaries:
and

b. activities of other management consultation, of which the main activities (as relevant) are to give
assistance of business advice, guidance and operation and other organization and management
issues, such as strategic and organizational planning, decisions related to finance, marketing
objective and policy, planning, practice, and policy of human resources, planning of production
scheduling and control.

To achieve the abovementioned main business activities of the Company, the Company can perform the
supporting business activities as follows:

a. providing services as a counselor and negotiator in planning companies' merger and acguisition:
and

b. providing services covering assistance in advice, guidance and operation of business, and other
organizational and management issues, such as strategic and organizational planning: decisions
related to finance, marketing objective and policy, planning, practice and policy of human
resources, planning of production scheduling and control. This provision of business services may
cover assistance in finance, advice, guidance and operation of various management functions,
management consultancy in agronomy and economy in agriculture and the like, design of
accounting methods and procedures, cost accounting program, budget monitoring procedures,
provision of funding, advice and assistance to business and community service in planning,
organizing, efficiency and supervision, management information, etc., including but not limited to
services in infrastructure investment study.

Capital Structure and Shareholders' Composition of the Company

Based on the Deed of Statement of Meeting Resolution of the Amendment of the Articles of Association No.
69 dated 25 September 2019 made before Liestiani Wang, S.H., M.Kn., Notary in Administrative City of South
Jakarta which has been notified to the MOLHR based on the Receipt of Notification of the Amendment of the
Articles of Association No. AHU-AH.01.03-0339775 dated 2 October 2019 juncto Deed 121/2024, the
Company's capital structure and shareholding composition as of the date of the announcement of EGMS are
as follows:

Authorized Capital 4 IDR1,400,000,000,000
Issued Capital $ IDR489,459,675,420
Paid-up Capital : IDR489,459,675,420

The authorized capital of the Company is divided into 70,000,000,000 (seventy billion) shares each with a
nominal value of IDR20 (twenty Rupiah) per share.

According to the Shareholders Register of the Company dated 30 April 2024 issued by PT Datindo Entrycom
as Share Registrar of the Company, the shareholders of the Company are as follows:

ba -
A. Authorized Capital 70,000,000,000 1,400,000,000,000
B. Issued and Paid-Up Capital
1) PT Saratoga Investama 4,604,374,026 92,087,180,520 18.814
Sedaya Tbk
2) PT Mitra Daya Mustika 2,907,302,421 58,146,048,420 11.880
3) Garibaldi Thohir 1,849,197,014 36,983,940,280 7.556
4) PT Suwarna Arta Mandiri 1,347,254,738 26,945,094,760 5.505
5) Albert Saputro 533,500 10,670,000 0.002
6) Andrew Phillip Starkey 777,900 15,558,000 0.003
7) Gavin Arnold Caudle 174,526,836 3,490,536,720 0.713
8) Hardi Wijaya Liong 69,596,728 1,391,934,560 0.284
9) Titien Supeno 818,500 16,370,000 0.003
10) Public (each respectively 13,453,682,008 269,073,640,160 54.974
under 5Y6)
Treasury Stock 64,920,100 1,298,402,000 0.265
aa and Fully Paid-Up 24,472,983,771 489,459,675,420 | 100.000
C. Remaining Shares in Portfolio 45,527,016,229 910,540,324,580

Composition of the Board of Commissioners and Board of Directors of the Company

Based on the Deed of Statement of Meeting Resolution on Amendment to the Articles of Association No. 59
dated 12 April 2023, made before Jose Dima Satria, S.H., M.Kn., Notary in Administrative City of South
Jakarta, which has been approved by the MOLHR based on Decree No. AHU-0023036.AH.01.02.TAHUN 2023
dated 17 April 2023 and notified to the MOLHR based on Receipt of Notification of the Change of the
Company's Data No. AHU-AH.01.09-0111358 dated 17 April 2023, the composition of the Company's Board

of Directors and Board of Commissioners is as follows:

Board of C tadi
President Commissioner : Edwin Soeryadjaya
Commissioner : Yoke Candra
Commissioner : Tang Honghui

Independent Commissioner : Budi Bowoleksono
Independent Commissioner : Muhamad Munir

Board of Directors

President Director : Albert Saputro

Vice President Director : Jason Laurence Greive
Director : Andrew Phillip Starkey
Director 1 Gavin Arnold Caudle
Director : Hardi Wijaya Liong
Director : David Thomas Fowler
Director : Titien Supeno

Director : Chrisanthus Supriyo

INFORMATION REGARDING THE PROPOSED CAPITAL INCREASE WITHOUT PRE-EMPTIVE
RIGHTS

A. Reasons and Objectives of NPR III

In order to develop the Company's business activities and pursue potential expansion opportunities,
the Company may need to strengthen its capital structure. Therefore, the Company intends to issue up
to 2,447,298,377 (two billion four hundred forty-seven million two hundred ninety-eight thousand
three hundred seventy seven) shares or a maximum of 1096 (ten percent) of the issued and paid-up
Capital of the Company on the date of the EGMS announcement (“New Shares”) through NPR III in
accordance with the approval from the independent shareholders in the EGMS. Through NPR III, it is
expected that the Company will obtain funding alternatives for the interest of the Company.

There are no prior approval from/notification to creditors of the Company/government agencies or
other third parties that are reguired to be obtained or made by the Company in connection with the
NPRIII.

B. Indicative Period of NPR III Implementation

In accordance with Article 8C paragraph (1) letter a of POJK 14/2019, NPR III will be conducted within
2 (two) years since the EGMS approving NPR III.

The implementation of NPR III will be subject to and will be conducted ifit has obtained approval from
the independent shareholders in the EGMS of the Company with due observation to the prevailing laws
and regulations in Indonesia.

C. Use of Proceeds Plan from NPR III

In order to develop the Company's business activities and pursue potential expansion opportunities,
the Company may need to strengthen its capital structure. The funds obtained from the NPR III will be
used by the Company for:

a. the working capital reguirement of the Company and Company's group: and/or

D.

E.

b. business development of the Company and Company's group, either in the form of capital
expenditure and/or purchase of shares and/or purchase of assets and/or participation of
shares and appropriate transaction methods in one or more companies with appropriate
industries or related to the business activities of the Company's group.

Issuance of New Shares and Price of New Shares

In accordance with the POJK 14/2019, NPR III may only be conducted provided that the Company has
obtained approval from the independent shareholders through EGMS. The EGMS of the Company will
be conducted by complying to the provisions governed in the OJK Regulation No. 15/POJK.04/2020
regarding Plan and Implementation of General Meeting of Shareholders of the Public Companies. NPR
III shall be concluded within 2 (two) years after the EGMS approving the NPR III is conducted.
Furthermore, the Company may only be able to increase a maximum of 1094 (ten percent) of the fully
issued and paid-up capital of the Company as of the date of this Disclosure of Information.

The exercise price of the New Shares from the NPR III will refer to the Appendix I of the Decision of the
Board of Directors of the Indonesia Stock Exchange No. Kep-00101/BEI/12-2021 regarding the
Amendment of Regulation Number I-A on a Listing of Shares (Stock) and Eguity-type Securities other
than Stock Issued by the Listed Company dated 21 December 2021. The exercise price of the New
Shares of the Company is at least 9096 (ninety percent) of the average closing price of the Company's
Shares trading on the IDX for 25 (twenty-five) consecutive Exchange Days on the regular market prior
to the date of application for additional shares listing resulting from NPR III to IDX being submitted.

In the issuance of New Shares from the NPR III, the shareholders of the Company may grant power of
attorney and authority to the Board of Commissioners of the Company with substitution rights to
declare the realisation of the issuance of shares by making amendments to the provisions ofthe articles
of association of the Company.

Capital Structure and Shareholders' Composition Before and After the Implementation of the
Proposed NPR III

In relation to the NPR III, the Company will issue up to 2,447,298,377 (two billion four hundred forty-
seven million two hundred ninety-eight thousand three hundred seventy-seven) shares ora maximum
of 1096 (ten percent) from the issued and paid-up capital of the Company on the date ofannouncement
of the EGMS, which will be issued from the portfolio shares of the Company with nominal value of
IDR20 (twenty Rupiah) per share.

The capital structure and shareholders' composition of the Company before and after the
implementation of the NPR III (pro-forma) with the assumption that the Company issues
2,447,298,377 (two billion four hundred forty-seven million two hundred ninety-eight thousand three
hundred seventy-seven) shares are as follows:

BeforeNPRIII After NPRIIL

Description Nominal Value of IDR20 per Share "Nominal ValueofIDR20perShare

'Numberof Nominal Value Numberof | NominalValue
Shares “DR) cg Shares @DR) Ce)

A. Authorized Capital 70,000,000,000 1,400,000,000,000 70,000,000,000 | 1,400,000,000,000

B.

Issued and Paid-
up Capital

1) PT Saratoga
Investama 4,604,374,026 92,087,480,520 | 18.814 4604,374026 | 92087480520 | 17.104
Sedaya Tbk

2) PT Mitra Daya

Mustika 2,907,302,421 58,146,048,420 11.880 2,907,302,421 58,146,048,420 10.800

B) pekan 1,849,197,014 36,983,940,280 7.556 1,849,197,014 36,983,940,280 6.869
DPT Suwarna | 347254738 26945,094,760 | 5505|  1,347254,738 |  26945,094,760 5.005
“Arta Mandiri
5) Albert Saputro 533,500 10,670,000 | 0.002 533,500 10,670,000 0.002
2 ana ea Pulp 777,900 15558000 | 0.003 777,900 15,558,000 0.003
Starkey
n FA Arnold 174,526,836 3490,536,720 | 0.713 174,526,836 3.490,536,720 0.648
3 aa Wijaya 69,596,728 1391934560 | 0.284 69,596,728 1,391,934,560 0.259
9) Titien Supeno 818,500 16,370,000 | 0.003 818,500 16,370,000 0.003
10) Publik (each
respectively 13453,682,008 |  269,073,640160 | 54974 | 13453682008 | 269073640160 | 49.976
under 596)
11) Investor Of - - -| 2017298377 | 48945967540 9.091
NPR TIP? Bams Kabid 8
Treasury Stock 64,920,100 1298,402,000 | 0.265 64,920,100 1298,402,000 0.241
Total of Issued and
Fully Paid-up Capital 24472,983,771 |  489,459,675420 | 100.000 | 26920282148 | 538405,642,960 | 100.000
C Remaining Shares | 4 spg016220 1 910540324580 43,079,717,852 |  861,594,357,040
in Portfolio
“On the date of this Disclosure of Information is issued, there are no potential investors that have declared
its intention to subscribe to the New Shares being issued through the Company's NPR III.
Furthermore, in line with POJK 14/2019, the issuance of New Shares through NPR III must be
completed within 2 (two) years from the date of the EGMS approving the NPR III. The Company will
announce to the public and notify the OJK regarding the implementation of the NPR III no later than 5
(five) business days prior to the implementation of the NPR III through IDX website and the Company's
website.
F. Impact of the NPR III
The issuance of New Shares from NPR III will increase the number of shares issued by the Company,
hence it is expected to increase the stock trading liguidity of the Company. Implementation of NPR III
will also provide additional fund towards the Company to support the development of the Company's
business activities and strengthen the capital structure of the Company. The aforesaid advantage
indirectly will increase added value towards shareholders of the Company.
After the implementation of NPR III becomes effective, the shares ownership percentage of the current
shareholders of the Company will be diluted by up to 9.09196 (nine point zero nine one percent).
G. Analysis and Overview on the Company's Financial Condition Before and After NPR III

In general, the implementation of NPR III will have a direct impact to the capital structure and liguidity
of the Company. With the assumption that the closing shares price of the Company per 3 May 2024 is
IDR2,560 (two thousand five hundred sixty Rupiah) and middle rate of Central Bank of Indonesia per
3 May 2024 is IDR16,202/USD (sixteen thousand two hundred and two Rupiah), the financial
condition and eguity of the Company after the implementation of NPR III will increase at amount of
US$386,685,832 (three hundred eighty six million six hundred eighty five thousand eight hundred

thirty two United States Dollars). Therefore, the Company's debt to eguity ratio improved from 0.8x
before NPR III to 0.7x after NPR III.

(am. STATEMENTS OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS

. The Board of Directors and Board of Commissioners of the Company are fully responsible for the
validity of the whole information contained in this Disclosure of Information and emphasize that all
material information and opinions stated in this Disclosure of Information are accurate and can be
accounted for and there is no other undisclosed information which may cause the material information
in this Disclosure of Information to be inaccurate and/or misleading, and

. The Board of Directors and Board of Commissioners of the Company have reviewed the proposed NPR
III including assessing the risks and benefits of NPR III for the Company and all shareholders, and
believe that NPR III is the one of the best option forthe Company and all shareholders.

IV.” ADDITIONAL INFORMATION

To obtain more information with respect to the above matters, the shareholders of the Company may contact
the Company during office hours at the address below:

PT Merdeka Copper Gold Tbk
Corporate Secretary
Head Office:
Treasury Tower, 67-68 Floor
District 8, SCBD Lot. 28
Jl. Jend. Sudirman Kav. 52-53, Senayan, Kebayoran Baru
South Jakarta 12190, DKI Jakarta, Indonesia
Phone: #62 21 - 3952 5580
Facsimile: #62 21 - 3952 5589
E-mail: corporate.secretary@merdekacoppergold.com
Website: www.merdekacoppergold.com

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Initial: 1 x K9 a34