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Asset transaction Needs review MDKA

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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.

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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

          

File

File Open PDF
Source IDX
Size0.94 MB
Published2 Apr 2024
Pages14
Characters34,022
Text sourceOCR
OCR confidence0.889

Names mentioned 25 people and organisations named in the text · linked when the evidence is strong

linked person Adi Adriansyah Sjoekri p.7
possible org MERDEKA COPPER GOLD TBK p.1 ×29
possible org PT Bursa Efek Indonesia p.2
possible org KJPP Iskandar p.4
possible org PT Mitra Daya Mustika p.6
possible person Priyadi · President Director p.7 ×2
possible org PT Merdeka Copper Gold T p.9
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
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 'appraiser_name': '',
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 '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,
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