Harum Energy

Information Disclosure in Relation to Material Transaction

Oct 10, 2022

THE DISCLOSURE OF INFORMATION IN RELATION TO THE MATERIAL TRANSACTION OF

PT HARUM ENERGY TBK. (THE “COMPANY”)

This Disclosure of Information is prepared and addressed to the shareholders of the Company and public in compliance with the Financial Services Authority Otoritas Jasa Keuangan (“OJK”) Regulation No. 17/POJK.04/2020 regarding Material Transaction and Changes of Business Activities (“POJK 17”).

PT Harum Energy Tbk.

Main Business Activities:

holding company activities, mining, trading, and industrial

Main Office:

Deutsche Bank Building, 9^th Floor

Jl. Imam Bonjol No.80

Jakarta Pusat – 10310 – Indonesia

Telephone: (+6221) 3983 1288

Facsimile:(+6221) 3983 1289

Email: corsec@harumenergy.com

Website: www.harumenergy.com

This Disclosure of Information is important to be read and considered by the shareholders of the Company.

If you are having difficulty in understanding the information contained in this Disclosure of Information, you should consult with your broker, investment manager, legal counsel, 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 accuracy of the information or material facts contained herein and emphasize that the information stated herein is accurate and there is no misstatement of a material fact or no omission of material facts which may cause the material information in this Disclosure of Information to be inaccurate and/or misleading.

This Disclosure of Information is published on 10 October 2022.

DEFINITIONS

USD or US Dollar means the lawful currency of the United States of America.

Loan Facility shall have the meaning given to it in Introduction of this Disclosure of Information.

Disclosure of Information means the disclosure of information by the Company to its shareholders and public in compliance with the provisions of POJK 17.

2021 Consolidated Financial Statements of the Company means the Company’s Consolidated Financial Statement as of 31 December 2021 and for the year then ended, which has been reviewed by Public Accountant Purwanto, Sungkoro & Surja.

Company means PT Harum Energy Tbk., is a publicly listed company whose shares are listed at the Indonesia Stock Exchange, established and operated under the laws of the Republic of Indonesia, having its domicile in Central Jakarta.

Lenders means United Overseas Bank Limited, PT Bank UOB Indonesia, Oversea-Chinese Banking Corporation Limited, PT Bank OCBC NISP Tbk., PT Bank DBS Indonesia, DBS Bank Ltd., PT Bank CIMB Niaga Tbk., PT Bank BTPN Tbk., and PT Bank QNB Indonesia Tbk.

Loan Facility Agreement means amendment and restatement agreement dated 6 October 2022 relating to a US$270,000,000 loan facility agreement originally dated 30 December 2011, as last amended and restated by a third amendment and restatement agreement dated 8 October 2020.

POJK 17 shall have the meaning given to it in the beginning of this Disclosure of Information.

OJK shall have the meaning given to it in the beginning of this Disclosure of Information.

Transaction means the provision of Loan Facility by the Lenders to the Company pursuant to the terms of the Loan Facility Agreement.

INTRODUCTION

In compliance with the provisions of POJK 17, the Board of Directors of the Company hereby announce this Disclosure of Information with the intention to inform the shareholders of the Company that the Company, as the borrower, has entered into the Loan Facility Agreement and other relevant documents with, among others, the Lenders, as lender, in relation to the US Dollar revolving loan facility with an aggregate commitment amount of USD390,000,000 (the “Loan Facility”).

The Transaction is a material transaction as set out under POJK 17. The Company does not appoint an appraiser and does not require an approval from its general meeting of shareholders since the Transaction is a loan transaction directly received from banks as exempted pursuant to Article 11 letter b. of POJK 17. Therefore, the Company only needs to disclose the Transaction to the public and report the same to OJK.

BRIEF DESCRIPTION OF THE TRANSACTION

OBJECT AND VALUE OF THE TRANSACTION
The object of the Transaction shall be the provision of Loan Facility from the Lenders to the Company, in the form of a US Dollar revolving loan facility with an aggregate commitment amount of USD390,000,000. The final maturity date of the Loan Facility is 31 December 2025.

The Loan Facility shall be utilised for the purposes of: (i) payment of fees, cost and expenses under or in connection with the Loan Facility Agreement; and (ii) capital expenditure, working capital, general corporate and investment requirements. The Loan Facility can be drawn and repaid at any time by the Company according to the terms of the Loan Facility Agreement. At the time this Disclosure of Information is published, the Loan Facility has not been utilized by the Company.

The materiality nature of the Transaction is based on the Transaction’s value in the amount of USD390,000,000, which constitutes 59% of the total consolidated equity of the Company based on the 2021 Consolidated Financial Statement of the Company. As a result, in accordance with the provisions of POJK 17, the Transaction constitutes a material transaction, with a transaction value of more than 20% of the equity of the Company. As set out under Article 11 letter b. of POJK 17, since the Transaction is a loan transaction directly received from banks, the Company is not required to appoint an appraiser and obtain approval from its general meeting of shareholders as set out under Article 6 paragraph (1) letter a. and letter d. of POJK 17 in relation to the Transaction.
PARTIES IN THE TRANSACTION
The Company being the borrower of the Loan Facility provided by the Lenders, namely United Overseas Bank Limited, PT Bank UOB Indonesia, Oversea-Chinese Banking Corporation Limited, PT Bank OCBC NISP Tbk., PT Bank DBS Indonesia, DBS Bank Ltd., PT Bank CIMB Niaga Tbk., PT Bank BTPN Tbk., PT Bank QNB Indonesia Tbk.
EXPLANATION, CONSIDERATION, AND REASONING FOR THE
The Company is a publicly listed company engaging in the business of, among others, holding company activities, mining, trading, and industrial.

In order to achieve sustainable business growth, one of the Company’s main efforts is to diversify its business through expansion into the nickel mining and processing business, which would require substantial funding. The source of funding of such expansion is expected to come from, among others, the Loan Facility.

The Loan Facility, if utilized, will create loan’s principal and interest repayment obligations, however on the other hand, the Loan Facility is expected to increase the financial flexibility and liquidity as well as the ability of the Company to fund its business expansion.

STATEMENTS OF THE BOARD OF DIRECTORS AND THE BOARD OF COMMISIONERS

This Disclosure of Information is made pursuant to, and announced to comply with, the provisions of POJK 17 in relation to the Transaction.
The Transaction is not an affiliated transaction and does not contain any conflict of interest as set out under POJK No. 42/POJK.04/2020 regarding Affiliated Transaction and Conflict of Interest Transaction.
The material information in relation to the Transaction has been disclosed in this Disclosure of Information and such information is not misleading.

ADDITIONAL INFORMATION

To obtain further information in relation to the above matters, the shareholders of the Company may contact the Company during office hours at the following address: