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Page 1 OCR 0.938
INFORMATION DISCLOSURE TO SHAREHOLDERS RELATED TO AFFILIATED TRANSACTION PT MERDEKA COPPER GOLD TBK (the “COMPANY”) This Information Disclosure to the Shareholders (as defined below) is made to provide an explanation to the public in connection with services provision agreement between PT Merdeka Mining Servis and PT Pani Bersama Tambang, both of which are the Controlled Company of the Company (“Transaction”). The Transaction is an Affiliated Transaction as stipulated in the Regulation of the Financial Services Authority of the Republic of Indonesia No. 42/POJK.04/2020 on Affiliated Transaction and Conflict of Interest Transactions. INFORMATION AS STATED IN THIS INFORMATION DISCLOSURE IS IMPORTANT TO BE READ AND CONSIDERED BY THE COMPANY'S SHAREHOLDERS. IF YOU HAVE DIFFICULTIES TO UNDERSTAND THE INFORMATION AS SET FORTH IN THIS INFORMATION DISCLOSURE YOU SHOULD CONSULT WITH A LEGAL COUNSEL, A PUBLIC ACCOUNTANT, A FINANCIAL ADVISOR OR ANY OTHER PROFESSIONAL. THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS OF THE COMPANY DECLARE THAT ALL INFORMATION OR MATERIAL FACTS CONTAINED IN THIS INFORMATION DISCLOSURE ARE COMPLETE AND TRUE AND NOT MISLEADING. THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS OF THE COMPANY DECLARE THAT THIS AFFILIATED TRANSACTION DOES NOT CONTAIN ANY CONFLICT OF INTEREST. MERDEKA COPPER GOLD PT MERDEKA COPPER GOLD TBK Business Activities Mining of gold, silver, copper, nickel, and other associated minerals, industries, and other related business activities through subsidiaries of the Company Domiciled in South Jakarta, DKI Jakarta, Indonesia Headguarter 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 Telephone: #62 21 3952 5580, Facsimile: #62 21 3952 5589 E-mail: corporate.secretary@merdekacoppergold.com Website: www.merdekacoppergold.com This Information Disclosure is issued'in Jakarta on 2 April 2024
Page 2 OCR 0.938
DEFINITIONS “Affiliation” “Conflict of Interest” “Indonesia Stock Exchange” “MOLHR” “MMS” “Financial Services Authority or OJK" means the parties referred to UUP2SK, namely: a. family relationship due to marriage up to the second degree, both horizontally and vertically, namely the relationship of a person with: 1. husband or wife, 2. parents of the husband or wife and the husband or wife of the children, 3. grandparents of the husband or wife and the husband or wife of the grandchildren: 4. siblings of the husband or wife along with the husband or wife from their siblings: or 5. the husband or wife of the sibling of the person concerned. b. family relationship due to descent up to the second degree, both horizontally or vertically, namely the relationship of a person with: 1. parents and children, 2. grandparents and grandchildren: or 3. siblings of the person concerned. c. relationship between a party and employees, directors or commissioners of the party: d. relationship between 2 (two) companies which there is 1 (one) or more members of the board of directors, management, board of commissioners, or supervisors who are the same, e. relationship between a company and a party, whether direct or indirect, by any means, controlling or controlled by the company or that party in determining the management and/or policies of the company or the concerned party: f relationship between 2 (two) or more companies controlled, whether direct or indirect, by any means, in determining the management and/or policies of the company by the same party: or g. relationship between a company and a major shareholder, that is a party that directly or indirectly owns at least 2076 (twenty percent) of the shares with voting rights of the company. The difference between the economic interest of a public company and the personal economic interest of members of the board of directors, members of the board of commissioners, major shareholders, or controllers that may be harmful to the public company concerned. The regulator in the capital market for stock exchange transactions, which in this case is held by PT Bursa Efek Indonesia, domiciled in South Jakarta. Minister of Law and Human Rights of the Republic of Indonesia. PT Merdeka Mining Servis, domiciled in South Jakarta, DKI Jakarta, a limited liability company which established and operating under the laws of the Republic of Indonesia. An independent state institution, which has the functions, duties, and authorities to regulate, supervise, examine, and investigate as referred to the Law No. 21 Year 2011 on the Financial Services Authority, as amended by UUP2SK. Disclosure Information of PT Merdeka Copper Gold Tbk | 5
Page 3 OCR 0.935
“PBT” “Shareholders” “Independent Appraiser” or “KJPP” “Agreement” “Company” “POJK 1712020” “POJK 42/2020” “Rupiah” or “Rp” “Affiliated Transaction” “Conflict of Interest Transaction” “USD” “UUP2SK” PT Pani Bersama Tambang, domiciled in Pohuwato, Gorontalo, a limited liability company established and operating under the laws of the Republic of Indonesia. Parties who have the benefit of the Company's shares, both in the form of scripts and in collective custody which is kept and administered in the securities account at Indonesia Central Securities Depository, which registered in the Shareholders Register of the Company which is administered by the Securities Administration Bureau appointed by the Company. Public Appraisal Services Office of Iskandar and Rekan, independent appraisers registered with the OJK who have been appointed by the Company to conduct an assessment of the fair value and/or fairness of the Transaction. Services Provision Agreement made by and between MMS and PBT. PT Merdeka Copper Gold Tbk, domiciled in South Jakarta, is a publicly listed company whose shares are listed on the Indonesia Stock Exchange, which is established and operated under the laws of the Republic of Indonesia. OJK Regulation No. 17/POJK.04/2020, enacted on 20 April 2020 regarding Material Transaction and Changes in Business Activities. OJK Regulation No. 42/POJK.04/2020, enacted on 1 July 2020 regarding Affiliated Transaction and Conflict of Interest Transaction. Reference to Rupiah which is the legal currency of the Republic of Indonesia. Any activity and/or transaction conducted by a public company or a controlled company with an Affiliation of a public company or an Affiliation of a member of the board of directors, member of the board of commissioners, the major shareholders, or the controller, including any activity and/or transaction conducted by a public company or controlled companies for the benefit of an Affiliation of a public company or an Affiliation of a member of the board of directors, member of the board of commissioners, major shareholders or the controller. Transactions that are carried out by public companies or controlled entities with any party, both with Affiliations and parties other than Affiliations that contain a conflict of interest. Reference to United States Dollars which is the legal currency of the United States. Law No. 4 of Year 2023 dated 12 January 2023 on Financial Sector Development and Strengthening, State Gazette of the Republic of Indonesia No. 4 Year 2023, along with all its implementing regulations. Diselosur Information Of PT Merdeka Copper Gold Tok Ip
Page 4 OCR 0.935
INTRODUCTION
In order to comply with the provisions of POJK 42/2020, the Board of Directors of the Company
announces Information Disclosure to provide information to the Shareholders of the Company that on
28 March 2024, the Agreement which was entered into by MMS and PBT became effective, with detail
as described in the Transaction summary below.
The Transaction carried out is an Affiliated Transaction as referred to POJK 42/2020, in which MMS
and PBT are the Controlled Company of the Company. However, this Transaction is not a Conflict of
Interest Transaction as set forth in POJK 42/2020.
The Transaction carried out by the Company has complied with the procedures set forth in Article 3 of
POJK 42/2020 and has been executed accordingly per generally accepted business practices.
In accordance with the provision of Article 4 Paragraph 1 of POJK 42/2020, this Transaction is an
Affiliated Transaction that is reguired to use an Independent Appraiser in determining the fairness of
the Affiliated Transaction which the fairness of the transaction needs to be announced to the public.
Furthermore, the Company has received the fairness value for this Transaction based on the Appraisal
Report from KJPP Iskandar and Rekan No. 00113/2.0118-00/BS/02/0520/1/11/2024 dated 28 March
2024 on the Fairness Opinion Report on the Proposed Transaction for the Provision of Construction
and/or Mining Services to PT Pani Bersama Tambang by PT Merdeka Mining Servis (the Company's
Controlled Company) ("Appraisal Report").
Moreover, the Company is obliged to announce Information Disclosure to the public and submit the
Appraisal Report along with other supporting documents to OJK no later than the end of the 2"4 (second)
business days after the date of the Transaction as referred to Article 4 of POJK 42/2020.
DESCRIPTION OF THE TRANSACTION
Information Regarding the Parties Involved
1. MMS
MMS, domiciled in South Jakarta, DKI Jakarta, is a limited liability company established under the
Deed of Establishment No. 114 dated 21 December 2017, made before Darmawan Tjoa, S.H.,
S.E., Notary in Jakarta, which has been ratified by MOLHR by virtue of its Decree No. AHU-
0058435.AH.01.01.TAHUN 2017 dated 22 December 2017.
The MMS' Article of Association has been amended several times, as lastly amended by Deed of
Statement of Circular Resolutions in Lieu of Extraordinary General Meeting of Shareholders No.
60 dated 18 December 2023 made before Darmawan Tjoa, S.H., S.E., Notary in Jakarta, which
has been approved by the MOLHR based on its Decree No. AHU-0079150.AH.01.02. TAHUN 2023
and has been notified to the MOLHR based on Receipt of Notification of Amendment to the Articles
of Association No. AHU-AH.01.03-0157689 both dated 18 December 2023 ("Deed 60/2023").
Based on Article 3 of the MMS' Articles of Association, the purpose and objective of MMS are to
engage in mining support services, architectural and engineering activities, building construction,
construction, specialized construction, and civil building construction.
To achieve the abovementioned purposes and objectives, MMS may carry out the business
activities as follows:
a. . Other Mining and Guarrying Support Activities (KBLI 09900)
performing support services activities on a fee basis or contract basis that are reguired in
mining activities, such as exploration services, for example by traditional methods such as
Disclosure Information of PT Merdeka Copper Gold Tbk | 3
Page 5 OCR 0.942
taking ore samples and making geological observations, pumping and distribution services for mining products and trial excavation and drilling services for mining fields or wells, Engineering and Technical Consulting Activities Related (KBLI 71102) carrying out engineering design and consulting activities such as machinery, plants, and industrial processes. Projects involving civil, hydraulics, traffic engineering, engineering advisory and consulting services, construction engineering services for residential and non- residential buildings, engineering services for water resources civil engineering works, engineering services for mechanical works in buildings, engineering services for sports facilities, environmental engineering consulting services, construction-related consulting services for traffic control systems, engineering services for the construction of power transmission, substation, and distribution networks and engineering services for industrial processes, production and production facilities, other engineering services, expansion and realization of projects related to electrical and electrical engineering, mining engineering, chemical engineering, mechanical engineering, industrial engineering and systems engineering and security engineering: water management projects, and project management activities and field investigation services related to construction, project expansion activities using air conditioning, refrigeration, hygiene and pollution control technigues, acoustic technigues and others: geophysical survey activities, geology and seismic or earthguake surveys including prospectus creation services and geological and geophysical interpretation services in the construction sector, geodetic survey activities including boundary and land survey activities, hydrological surveys, surveys of conditions above and below the ground surface and spatial information and cartographic activities including mapping activities and map making services. Including engineering services for transportation civil engineering works, technical facilitation services for public infrastructure and facilities in the construction sector, Industrial Building Construction (KBLI 41013) carrying out business activities of construction, maintenance, and/or rebuilding of buildings used for industry, such as industrial/factory buildings, workshop/workshop buildings, factory buildings for the management and processing of nuclear materials. Including industrial building alteration and renovation activities: Civil Road Building Construction (KBLI 42101) carrying out business activities of construction, maintenance, and/or rebuilding of road buildings (high, medium, and small), expressways/toll roads, and airstrip roads (runway, taxi, and parking), and container yards. Includes supporting activities for the construction, improvement, and maintenance of fence/retaining wall construction, Civil Building Construction of Bridges, Overpasses, Flyovers, and Underpasses (KBLI 42102) carrying out business activities in the construction, maintenance, and/or rebuilding of bridges (including rail bridges), overpasses, underpasses, and flyovers. Including construction, improvement, maintenance of supporting, complementary and eguipment of bridges and flyovers, such as fences/retaining walls, road drainage, road markings, and signs, Mining Civil Building Construction (KBLI 42916) carrying out business activities of construction, maintenance, and/or redevelopment of mining exploration and production operation facilities, including environmental impact control, Civil Building Prefabricated Construction Work Services (KBLI 42930) carrying out business activities of installing factory-produced materials such as precast concrete, steel, plastic, rubber, and other factory-produced products with fabrication, erection, and/or assembly methods for civil buildings, 8 Information of PT Merdeka Copper Gold Tok IP
Page 6 OCR 0.922
Mechanical Installation (KBLI 43291) carrying out business activities of installation and maintenance of mechanical installation of conveyance and lifting eguipment in residential and non-residential buildings and other civil buildings, such as elevators, escalators, conveyor belts, travelators, gondolas, and automatic doors including fire safety ladder eguipment work, Land Preparation (KBLI 43120) carrying out land preparation business activities for subseguent construction activities, such as the clearing and maturation of construction land, clearing shrubs, land clearing/soil stabilization, (excavation, sloping, backfilling, leveling of construction land, digging trenches, moving, crushing or blasting rocks and so on), execution of earthworks and/or rocky soil, excavation, grading, land leveling by excavation and embankment for construction of roads (high, medium, and small), expressways, railways, and airstrips (runways, taxiways, and parking lots), factories, power generation, transmission, substations, and distribution, production facilities, as well as buildings and other civil structures, installation, removal, and protection of utilities, tests/tests with sondirs and drills, boring, material extraction, and field investigation/sample taking for construction, geophysical, geological or similar purposes: and land preparation for nuclear facilities. Supporting activities for land preparation such as installation of construction eguipment facilities (installation of sheet piles, project signboards, and culverts for cable installation, construction of offices, basecamps, directors' kits, warehouses, project workshops), re- measurement, construction/diversion of temporary roads, repair and maintenance of public roads, dewatering/drying, mobilization and demobilization, and other similar works, Other Construction Installation Non-Related (KBLI 43299) carrying out other building installation business activities and other civil building installation, maintenance and repair activities. Including installation and maintenance of mining and manufacturing facilities such as loading and discharging stations, winding shafts, chemical plants, iron foundaries, blast furnaces and coke ovens, installation of treatment systems and eguipment for purifying sea water, brackish water, fresh water into pure water at power plants. Capital Structure and Shareholders' Composition of MMS Based on the Deed 60/2023, the capital structure and shares ownership composition of MMS is as follows: Authorized Capital : IDR200,000,000,000 Issued Capital 5 IDR169,372,000,000 Paid-up Capital : IDR169,372,000,000 MMS' Authorized Capital is divided into 200,000 (two hundred thousand) shares, with a nominal value of IDR1,000,000 (one million Rupiah) per share. Therefore, the composition of MMS' shares ownership is as follows: Nominal Value IDR1,000,000 per share No. Shareholders' Name Numberof | Nominal Value (IDR) (es Shares 1. | The Company 169,369 169,369,000,000 99.99 2. | PT Mitra Daya Mustika 3 3,000,000 0.01 Total 169,372 169,372,000,000 100.00 Portfolio Shares 30,628 30,628,000,000 :
Page 7 OCR 0.932
Composition of the Board of Commissioner and Board of Directors of MMS Based on the Deed of Statement of Circular Resolution in Lieu of Extraordinary General Meeting of Shareholders No. 58 dated 28 April 2023, made before Darmawan Tjoa, S.H., S.E., Notary in Jakarta, which has been notified to MOLHR based on the Receipt of Notification of Change of the Company's Data No. AHU-AH.01.09-0120740 dated 25 May 2023, the composition of the Board of Directors and Board of Commissioner of MMS is as follows: Board of Commissioner Commissioner 1 Adi Adriansyah Sjoekri Board of Directors President Director : Priyadi Director : Cahyono Seto PBT PBT, domiciled in Pohuwato, Gorontalo, is a limited liability company established pursuant to Deed of Establishment of Limited Liability Company No. 88 dated 20 November 2015, made before Humberg Lie, S.H., S.E., M.Kn., Notary in North Jakarta, which has been ratified by MOLHR by virtue of its Decree No. AHU-2467718.AH.01.01.TAHUN 2015 dated 20 November 2015. The Articles of Association of PBT has been amended several times, as lastly amended by the Deed of Statement of Circular Resolution in Lieu of Extraordinary General Meeting of Shareholders No. 59 dated 18 December 2023 made before Darmawan Tjoa, S.H., S.E., Notary in Jakarta, which has been approved by MOLHR based on its Decree No. AHU-0079180.AH.01.02.TAHUN 2023 dated 18 December 2023 and has been notified to MOLHR based on the Receipt of Notification of Amendment of Articles of Association No. AHU-AH.01.03-0157761 dated 18 December 2023 (“Deed 59/2023"). Based on Article 3 of the Articles of Association of PBT, the purpose and objective of PBT is to engage in the precious base metal manufacturing industry. To achieve the abovementioned purposes and objectives, PBT may carry out business activities in the precious base metal manufacturing industry (KBLI 24201), which carries out the business of refining, smelting, alloying and pouring precious metals in basic forms (ingots, billets, slabs, rods, pellets, blocks, sheets, pigs, alloys and powders) such as silver ingots, gold ingots, platinum pellets and so on, including trading activities forthe processing results. Capital Structure and Shareholders' Composition of PBT Based on the Deed 59/2023, the capital structure and shares ownership composition of PBT is as follows: Authorized Capital — : — IDR1,100,000,000,000 Issued Capital 1. IDR869,528,000,000 Paid-up Capital 1. IDR869,528,000,000 PBT's Authorized Capital is divided into 1,100,000 (one million one hundred thousand) shares, with a nominal value of IDR1,000,000 (one million Rupiah) per share. Disclosure Information of PT Merdek
Page 8 OCR 0.929
Therefore, the composition of PBT's shares ownership is as follows: Nominal Value IDR1,000,000 per share No. 'Shareholders” Name “Numberof Rin: 5 Sr Nominal Value (IDR) (2) 1. | PT Pani Bersama Jaya 869,527 869,527,000,000 99.99 2. | Januarius Felix Lumban Gaol 1 1,000,000 0.01 Total 869,528 869,528,000,000 100.00 Portfolio Shares 230,472 230,472,000,000 - Composition of the Board of Commissioner and Board of Directors of PBT Based on the Deed of Statement of Circular Resolutions in Lieu of Extraordinary General Meeting of Shareholders No. 44 dated 14 March 2023, made before Darmawan Tjoa, S.H., S.E., Notary in Jakarta, which has been notified to the MOLHR based on the Receipt of Notification of Change of the Company's Data No. AHU-AH.01.09-0100462 dated 14 March 2023, the composition of the Board of Directors and Board of Commissioner of PBT is as follows: Board of Commissioner Commissioner : Januarius Felix Lumban Gaol Board of Directors President Director : Syamsul Bahri Ilyas Director : Cahyono Seto Transaction Value and Scope of the Agreement Pursuant to the Agreement, MMS as the construction and/or mining services provider agrees to provide construction and/or mining services to PBT with a total value of IDR216,785,180,383 (two hundred sixteen billion seven hundred eighty-five million one hundred eighty thousand three hundred eighty- three Rupiah) which is valid for 2 (two) years from 28 March 2024 and automatically extended with the same period until the termination is made. The scope of work for the provision of construction and/or mining services to PBT by MMS includes but is not limited to: project development, construction, health, safety, environmental and sustainability, geoscience: and technical service, operational readiness, and others consulting, planning and/or implementation activities of mining and/or construction services. NDOPNA Furthermore, the Transaction is not a material transaction as referred to in POJK 17/2020 considering that the value of Transaction does not reach 20Y6 (twenty percent) of the Company's eguity value in accordance with the Interim Consolidated Financial Statements of the Company and its subsidiaries for the period ended on 30 September 2023 which was audited by Public Accounting Firm Tanubrata Sutanto Fahmi Bambang & Rekan. Disclosure Inf tion of PT Merdeka Copper Gold Tok | 7
Page 9 OCR 0.930
Nature and Affiliation Relationship with the Company The nature of the Affiliation relationship between MMS and PBT with the Company is as follow: a. MMS is a controlled company of the Company, the shares of which are directly owned by the Company in the amount of 99.99Y4 (ninety-nine point nine nine percent): and b. PBT is a controlled company of the Company, the shares of which are indirectly owned by the Company in the amount of 70.04Y6 (seventy point zero four percent). SUMMARY OF APPRAISER'S REPORT KJPP who has been appointed by the Company's Board of Directors as the independent appraiser in accordance with the proposal letter/contract work agreement No. 030.14/IDR/DO.2/Pr-FO/I1/2024 dated 16 February 2024 has been reguested to provide an assessment of and provide an opinion of the Transaction's fairness. Fairness Opinion Report on Transaction The following is a summary of the KJPP's fairness opinion report of the Transaction as stated in its report No. 00113/2.0118-00/BS/02/0520/1/111/2024 dated 28 March 2024: a. Transacting Parties The transacting parties are MMS with PBT in which MMS as the construction and/or mining services provider and PBT as the recipient or user of construction and/or mining services. b. Appraisal Object The object of the appraisal is the proposed Transaction of construction services to PBT by MMS (both controlled company of the Company). c. Purpose and Objective of Appraisal The purpose of the appraisal is to provide an independent assessment of the proposed Transaction for the purpose of implementing the Transaction. d. Principal Limiting Assumptions and Conditions This appraisal report is a non-disclaimer opinion. The appraiser reviewed the legal status of documents used in the appraisal process. The data and information come from trustworthy sources. The financial projection used is an adjusted financial projection that reflects the fairness of the financial projections made by management with the ability to achieve (fiduciary duty), if the appraisal uses financial projections. 5. The appraiser is responsible for the implementation of appraisal and fairness of the financial projections. 6. This appraisal report is disclosed to the public, except for confidential information, which may affect the Company's operations. 7. The appraiser is responsible for this appraisal report and the conclusion of the final score. 8. The appraiser obtained information on the legal status of the appraisal object from the Company. 9. The assumptions and limiting conditions are an integral part of the Appraisal Report. PON e. Approach and Method In accordance with the scope of the appraisal, the approaches and methods used are: 1. conducting Transaction analysis, Disclosure Information of PT Merdeka Copper Gold T:
Page 10 OCR 0.934
2. conducting a gualitative analysis of the proposed Transaction, 3. conducting a guantitative analysis of the proposed Transaction, 4. conducting an analysis of the fairness of the Transaction value, and 5. conducting an analysis of other relevant factors. Conclusion The object of the Transaction is the provision of construction and/or mining services to PBT by MMS at a cost of IDR216,785,180,383 or eguivalent to USD13,962,719 (BI middle rate as of 29 September 2023 USD 1 - 15,526, source: www.bi.go.id) for a period of 2 years. The provision of construction and/or mining services to PBT by MMS is carried out to provide project development services, construction, health, safety, environment and sustainability, geoscience, technical services, operational readiness, and others consulting, planning and/or implementation activities of mining and/or construction services. The fairness of the Transaction object value is calculated based on PBT's investment feasibility analysis. Based on the feasibility analysis, the IRR is greater than the cost of eguity level and the NPV is greater than zero, the PBT project is feasible to run so that the provision of services by MMS to PBT is profitable for the Company. Therefore, it is concluded that the proposed value Transaction is fair. The analysis results of the financial impact of the Transaction to be carried out on the interests of Shareholders concluded that the Transaction would increase the Company's revenue and profit which can provide added value to the Company in line with the interests of Shareholders. The analysis results of business considerations used by the management related to the proposed Transaction that will be carried out on the interests of Shareholders are to support the business development of PBT reguire construction and/or mining services support in the development of mining processing projects, which the services are provided by the experienced MMS and is able to provide certainty of completion of construction and/or mining services so that PBT's can immediately operate commercially giving conclusions that the management's business judgment is in line with Shareholders'. In accordance with the conclusion of the analysis result above, KJPP is of the opinion that the Transaction is fair. Ithis page intentionally left blank) Disclosure Information of PT Merdeka Copper Gold Tok If Is
Page 11 OCR 0.366
THE EFFECT OF THE TRANSACTION ON THE COMPANY'S FINANCIAL CONDITION
The Effect of the Transaction on the Company's Financial Condil
The table below shows an overview of the financial condition of the Company and its subsidiaries as
of 30 September 2023 before and after carrying out the Affiliated Transaction:
SETS . Sena 4 Sang mean 1 333 ama s1 i—
KCurrent Assets
Cash or cash sayatan Tana D MEN
(rraco reemvantes
Hua parts Tessa) al Tenant)
Troated pantes Sreaoo) al Sie 100)
(otmorreceivanis Tar pantes” Tas ina al PENAEI
Invertores - current porton 12670251 0 153670251!
Ketaman cetung Aan an D A5 Tag
PAcvanees ang oreray mens curer peter 32.325 050) al 21326652)
Ievesumentin eauty instrument ang other secuntes” SEE ol azan oar)
(Dervatve Fancia Insirument TS 591 OI KERA
frotat Current Assets Tie0.350.725) T780352.r25|
(Non-Current Assets
JAcvanees and orezay menta -nor-curertporton. Tss030e) 0 7050133
Padvaneo ofinvesimeni 7985 705 a) 725700
eves1mentin shares ara GESOale CNN PSA p 957.907
(Loan tom Td pan” Tessa D Tesasarri
(evertanes -roncurert poto T0e5,750) D Sen)
(Propaid texas” KANE D PEETK3I
(Prooory lantang capres TEE 250 70) D MMR ATAS
(Rtotuse assets 10625377) al Te6253T7
Pirang aropertes G03.716 165) aon rioies
(Eroioraton and evaluaton ssse1s 505 729.160) Op Sos Ten es)
(Gocdvar Isa c01 Sep) D MEREK
(betered asset 221650875 DI Scsa8re)
(Other non-current assets KAI | Anitasee)
(Total Non-Curtent Assets. 3,510172.005)| Di 3,510,172.005)
(TOTAL CURRENT ASSETS 4,890,530, 734) OI 4,890,530,734)
Karen i
Firacopayavies
Id parts 2G 21357 U KEEEEI
Troted paras Rat o2al 231021
PEcerued erwenses Toon are) al 7001372
(onesrred revenun Tara no) YA
(raxes payavie PERET al PESET
(one 2ayaves Saran D Saran
Iborowngs - curentcotor
Songs payanie 205 5sn ara al Zonssaana
Lease labites 17351 sas| al ME
(envatve Anangir KETUmenTCEuTea OT 201 roo| p 22 Too
FPronsion fo mming rensoritaton - curent porton Haa D aan
otal Guert Labiltlas TEETO7 Or al KENA
(Non-Cumant LiabliBes
Iborowings - net ot cument rta
Bark Dans and crediSaciy PARE g ARIE
Boros payavie Tia7oa ra 2) Tin 7os57e|
Lease Tabitos 201152425) al 20 ian.
Lo2n om snarenaider or subadany 21.107 200) d Ta 107.200
(Denvatye Tnanca Irsirumen: hon-curert borton “oz anal p KEERE
beerre tax lapites 22.085 017) cl 2e.o25.o7)
(Fostempoyment bengis TAbIny ron-curent pora 2216 a67 2 2 are.aGr|
Provi.on tor mining enanllaton -ron-curreni poton Ga.ssa 953) 2) Snsee 055)
Prota Non-Currant Wabilties TEt20o7 sr) 0 MEMIKAT T
ora ursimes, 271.634.045 Ofo—2ari an
ma —— — — Hoa
rare captar KAKAK ol
von padan apa ne GEAR 2
Treasury stock ATAS al
sh Nows hedang resere Sisosa aj Ginssa
(oiner auiy componenis Tesenaae) al Tesesat)
(Reranes caring:
Anproptalog Toon al Tanoe)
Unaporoprated FEE D AIA
INon-contoling ntrests 7.690.559 008) gj —.ooo seoone
Kota Eguity 2,618.896.089) O 2.618,896.089|
HotaLtasiLinEs ANo EGUnY 10,530,734) D! 4.690, 530,734)
(") Expressed in US Dollar and refer to the Interim Consolidated Financial Statements of the Company and its subsidiaries for
the period ended 30 September 2023.
Page 12 OCR 0.933
DESCRIPTION, CONSIDERATIONS, AND REASONS FOR THE AFFILIATED TRANSACTION COMPARED WITH OTHER SIMILAR TRANSACTIONS WHICH ARE NOT PERFORMED WITH AFFILIATED PARTIES By implementing the Transaction, PBT can utilize MMS' services which already have a good and long track record in providing similar services as described in the Transaction Value and Scope of the Agreement to other subsidiaries of the Company. Furthermore, it is expected that the Transaction can provide support and assistance to PBT in the successful development of the Pani gold mine, which Ultimately creates added value for the Company's Shareholders. The Transaction has also been assessed by internal procedures with using similar terms and conditions if the Transaction were conducted with a non-affiliated party, hence the terms and conditions of the Transaction are carried out by commonly accepted business practices. Furthermore, the Transaction is also more effective and efficient if it is carried out by the affiliated parties of the Company. TEMENT OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF THE COMPANY The Board of Commissioners and Board of Directors of the Company, either individually or jointly, state that all material information related to the Transaction has been disclosed and the information is not misleading and the Transaction is not considered a Conflict of Interest Transaction as referred to POJK 42/2020 and is not a material transaction as referred to POJK 17/2020 considering that the Transaction value does not reach 2076 (twenty percent) of the Company's eguity value in accordance with the Consolidated Financial Statements of the Company and its subsidiaries for the period ended on 31 December 2023 which was audited by Tanubrata Sutanto Fahmi Bambang & Rekan as Public Accountant Firm. The Board of Directors of the Company stated that the Transaction was carried out in accordance with the procedures owned by the Company as reguired in POJK 42/2020 to ensure that Affiliated Transaction have been carried out in accordance with prevailing regulations and generally accepted business practices. Ithis page intentionally left blank) Disclosure Information of PT Merdeka Copper Gold Tbk | TT
Page 13 OCR 0.931
DDITIONAL INFORMATION For further information, you can contact the Company at the following address: PT Merdeka Copper Gold Tbk Corporate Secretary Treasury Tower, 67-68th floor, District 8 SCBD Lot. 28 Jl. Jend. Sudirman Kav. 52-53, Senayan, Kebayoran Baru, South Jakarta 12190, DKI Jakarta, Indonesia Telephone: #62 21 3952 5580, Facsimile: t62 21 3952 5589 E-mail: corporate.secretary@merdekacoppergold.com Website: www.merdekacoppergold.com Disclosure Information of PT Merdeka Copper Gold Tbk | ba
Page 14
Names mentioned 25 people and organisations named in the text · linked when the evidence is strong
unresolved
org
PT Merdeka Mining Servis
p.1 ×3
unresolved
org
PT Pani Bersama Tambang
p.1 ×3
unresolved
org
Financial Services Authority
p.1 ×3
unresolved
org
Indonesia Stock Exchange
p.2 ×2
unresolved
org
Minister of Law and Human Rights
p.2
unresolved
org
PT Merdeka Copper Gold Tok Ip
p.3 ×2
unresolved
person
Darmawan Tjoa
· Notaris
p.4 ×9
unresolved
person
Cahyono Seto
· Director
p.7 ×2
unresolved
person
Humberg Lie
· Notaris
p.7
unresolved
org
PT Merdek
p.7
unresolved
org
PT Pani Bersama Jaya
p.8
unresolved
person
Januarius Felix Lumban Gaol
· Commissioner
p.8
unresolved
—
Syamsul Bahri Ily
· Director
p.8
unresolved
person
Syamsul Bahri Ilyas
· President Director
p.8 ×2
unresolved
org
Public Accounting Firm Tanubrata Sutanto Fahmi Bambang & Rekan
p.8
unresolved
org
PT Merdeka Copper Gold Tok
p.8
unresolved
org
PT Merdeka Copper Gold Tok If Is
p.10
unresolved
org
Tanubrata Sutanto Fahmi Bambang & Rekan
p.12
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
1234 ms
13 Sep 2026 16:48
Raw output
{'appraiser_exempt': None,
'appraiser_name': '',
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'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}