TRANSACTIONS WITH RELATED PARTIES
parties of the company or related parties of members of Board of Directors, members of Board of Commissioners or major
shareholders shareholders who have at least 20 of the company’s shares either directly or indirectly of the
company. Conflict of interest is defined as the difference between the company’s economic interests and personal economic
interests of members of Board of Directors, Commissioners or major shareholders which might cause losses to the company.
To do transactions with related parties, the Company is required to iannounce the information to the public and
submit proof of announcement and supporting documents to Bapepam-LK within 2 two working days after the transaction,
where the announcement among others will contain the summary of report of independent appraiser which is registered in
Bapepam-LK. Pursuant to regulation of Bapepam-LK No. IX.E.1. concerning
Affiliate Transactions and Conflict of Interest of certain transactions, some related parties transactions only to be
reported to Bapepam-LK no later than 2 two working days after the transaction without report of independent appraiser
registered in Bapepam-LK. To enter into conflict of interest transactions, the Company
is required to obtain approval of majority of independent shareholders,
except for
transactions with
conflict of
interest which is exempted from the obligation to obtain
approval of independent shareholders as referred to in regulation of Bapepam-LK number IX.E.1 point 3 letter c.
The following is the detail of type of transactions with related parties:
No .
Name of Agreement
The Parties
Content of Agreement
Validity Period
Nature of Agreemen
t Value of
Transact ion Terms and
Conditions
1 Basic
Agreem ent of Sale and
Pur chase of Coal
Purinusa and t he
Company Supply of
Coal Sept em ber
30, 2010 – Sept em ber
30, 2012 Sust ainabl
e Rp
336,907,288,6 00
- Purinusa as t he Pur chaser,
including it s subsi diaries;
- The Company is
t he Seller, including it s
subsi diaries; - Sale and
purchase is based on
Pur chase Order f rom
t he Pur chaser w hich w ill be
realized in derivat ive
cont r act bet w een t he
par t ies 2
Consort ium Agreem ent
DSS and The
Company Bidding
Consort ium of Pow er
Plant Project June 16,
2010 – com plet ion
of pow er plant project
has been operat ed
Sust ainabl e
Rp 125,000,000,0
00 - DSS is
appoint ed as Chief of t he
consort ium; - The part ies
w ill est ablish a joint
comm erciall y
vent ur e in charge and
responsible for running
t he pow er plant project
act ivit ies w it h t he St at e
Elect ricit y Company.
3 Credit
Agreem ent The
Company and DSS
Loan from DSS w it h
ceiling of US
100,000,000 M arch 24,
2011 – Decem ber
31, 2011 Can be
ext ended if r equired
M aximum Facilit y
Amount of US100,000,0
00 - The
Company agrees t o bear
int erest at 8 per annum
t hat must be paid mont hly.
4 Rent al
Agreem ent KIM and
PT Royal Orient al
Room rent al in Plaza BII,
Tow er III, Basem ent I
Decem ber 5, 2008 –
Decem ber 4, 2011
Sust ainabl e
US941 mont h
- No service charge
- Elect ricit y consum pt ion
cost of Rp1,250 kw h
5 Rent al
Agreem ent KIM and
PT Royal Orient al
Room rent al in Plaza BII,
Tow er II, 27
t h
Floor August 11,
2009 – August 10,
2012 Sust ainabl
e US20,440 mo
nt h USD13x 1,572.274 m2
- KIM w ill bear service charge
of US7.5 and overt ime
charge for elect ricit y and
AC 6
Rent al Agreem ent
BIB and PT Royal
Orient al Room rent al
in Plaza BII, Tow er II, 7
t h
Floor Novem ber
10, 2009 – Novem ber
9, 2012 Sust ainabl
e US13,250 mo
nt h USD13x 1,572.274 m2
- BIB w ill bear service charge
of US7.5 and overt ime
charge for elect ricit y and
AC
7 Convert ible
Bond Agreem ent
M AL and BKES
Issuance of Convert ible
Bonds by M AL
April 25, 2011 – April
24, 2012 Can be
ext ended if r equired
Rp. 20,000,000,00
- These bonds bear int erest
at 12 per annum;
- BKES, before t he expiry
dat e, is ent it led t o
convert t he bond eit her
some or ent ire value of
t he bonds. 8
Fact oring Agreem ent
TKS and PT Sinar
M as M ult ifinan
ce Provision of
fact oring M ay 23,
2011 – M ay 23, 2012
Can be ext ended
if r equired USD1,000,000
Int erest Rat e: 9.5 per
annum Provision:
0.5 of ceiling per annum is
paid in advance
9 Fact oring
Agreem ent The
Company and PT
Sinar M as M ult ifinan
ce Provision of
Fact oring M ay 6, 2011
– M ay 9, 2012
Can be ext ended
if r equired Ceiling of
Rp70,000,000, 000
Int erest Rat e: 13.5 per
annum Provision:
0.5 of ceiling per annum is
paid in advance
10 Credit
Agreem ent The
Company and PT
Bank Sinarmas
Tbk. Issuance of
SKBDN w it h value of Rp
45,000,000, 000
April 5, 2011 – April 19,
2012 Can be
ext ended if r equired
M aximum Facilit y
Amount of Rp45,000,000,
000 Commission:
0.125 min. Rp250,000
Guarant ee: Time deposit
at 100 of issued SKBDN
value
11 Agreem ent
of usage and maint enanc
e of access roads for
coal t r anspor t at i
on PT
Wirakarya Sakt i, PT
Andalan Nusant ara
Sejaht era, KIM dan
it s subsidiari
es KIM and it s
subsi diaries are ent it led
t o use t he access roads
in HPHTI area of PT
Wirakarya Sakt i along
t he 126.61 km.
August 1, 2011 - as
long as KIM and it s
subsidiaries conduct
mining act ivit ies or
during t he validit y of
HPHTI of PT Wirakarya
Sakt i, w hich one ends
t he sooner Sust ainabl
e USD1.3 M T,
min 60,000 M T
- KIM and it s subsi diaries
w ill pay t he cost of r oad
maint enance t o t he PT
Andalan Nusant ara
Sejaht er a as t he par t y t hat
perf orm s road maint enance
in t he area of PT Wirakarya
Sakt i - Road
M aint enance cost s w ill be
review ed by PT Wirakarya
Sakt i every 6 mont hs or
every price increase of
maint enance mat erial
exceeds 25 of previous
mat erial price 12
Agreem ent of usage and
maint enanc e of access
roads for coal
t r anspor t at i on act ivit y
and ot hers PT
Wirakarya Sakt i, PT
Andalan Nusant ara
Sejaht era, KIM and
it s subsidiari
KIM and it s subsi diaries
are ent it led t o use t he
access roads in t he HPHTI
area of PT Wirakarya
Sakt i along From t he
dat e of t he plan t o use
t he access roads as
st at ed in formal let t er
of not ice of KIM and it s
Sust ainabl e
KIM and it s subsidiaries
w ill pay t o PT Andalan
Nusant ara Sejaht era
access road maint enance
t echnical - KIM and it s
subsi diaries are obliged t o
conduct access roads
maint enance and saf et y
guar ds - KIM and it s
es t he 102.59
km subsidiaries
t o PT Wirakarya
Sakt i up t o and as long
as KIM and it s
subsidiaries conduct coal
mining act ivit ies or
during t he validit y of
HPHTI of PT Wirakarya
Sakt i, w hich one ends
t he sooner consult at ion
service cost s of Rp
50,000,000 k m year or Rp.
5,129,500,000 year
subsi diaries are obliged t o
responsible for t he ent ire
access roads maint enance
cost s, access roads
upgrading modificat ion i
nfrast ruct ure addit ion cost s
and access roads securit y
guar ds cost s.
13 Cert if icat e
of mot or vehicle
insurance renew al
Policy No.02.052.2
011.10622 BIB and
PT Asuransi
Sinarmas BIB insures
Toyot a New Camr y 1.4 G
A T 2007 February 2,
2011 – February 2,
2012 Sust ainabl
e Coverage
value of Rp.330,000,00
- The insurer shall set t le
t he com pensat ion
paym ent s w it hin 30
t hir t y calendar days
since t he exist ence of a
w rit t en agreem ent
bet w een t he insurer and
t he insured 14
Public Liabilit y
Insurance No Polis
BIB dan PT
Asuransi Sinarmas
Insurance against
accident s, propert y
February 15, 2011 –
February 15, 2012
Sust ainabl e
Coverage value of
Rp100,000,00 - Covering
event s ar ound t he w orld,
w it h
24.400.2011 .00004
damage and advert ising
liabilit y rest rict ions in
t he Agreem ent
15 Direct or
Officers Liabilit y
Insurance No. Polis
90.400.2011 .00008
BIB dan PT
Asuransi Sinarmas
Insurance of current lat e
r members of Board of
Direct or s and Board
of Commission
ers February 15,
2011 – February 15,
2012 Sust ainabl
e Coverage
value of Rp35,000,000
- covering event s in t he
region of RI - PT Insurance
Sinarmas w ill not be liable
for any loss suffer ed by
t he individual or business
ent it y t hat ow ns 24 or
more of t he issued capit al,
equit y, or payable of BIB
16 Vehicle
st andard policy No.
02.052.2011 .50734
BIB and PT
Asuransi Sinarmas
BIB insures vehi cle
BM W X5 3.0i A T
SUV 2008 Grey
August 31, 2011 –
August 31 2012
Sust ainabl e
Coverage value of
Rp.875,000,00 - The insurer
shall set t le t he
com pensat ion paym ent s
w it hin 30 t hir t y
calendar days since t he
exist ence of a w rit t en
agreem ent bet w een t he
insurer and t he insured
17 Sale and
Pur chase Agreem ent
BHBA-CAI BHBA
purchase heavy
36 mont hs fr om t he
M inut es of Can be
ext ended if r equired
Advance paym ent of
USD670,304.4 - Purchase of
heavy equipm ent s is
equipm ent s w it h
quant it y and specificat ion
s st at ed in t he
agreem ent Handover
and set t lem ent
4 and set t lem ent w ill
follow t he price in t he
market done t hrough
advance paym ent in
inst allment for 36 mont hs
- To secur e t he advance
paym ent Inst allment ,
BHBA is w illing t o give
a guarant ee of 5 t imes t he
Advance Inst allment
- Set t lement is done at Heavy
Equipm ent ’s prevailing
market price minus t ot al
amount of advances t hat
have been paid
18 Heavy
Equipm ent s Rent al
Agreem ent BHBA-CAI
Rent of heavy
equipm ent s of CAI
36 mont hs fr om t he
M inut es of Handover
Can be ext ended
if r equired USD882,940
- CAI shall conduct
maint enance and or
reparat ion of t he heavy
equipm ent s as long as t he
agreem ent last s;
- CAI shall provide spare
par t s and or sufficient
t ools t hat might support
t he maint enance
and or reparat ion of
t he heavy equipm ent s
- CAI shall provide t he
heavy equipm ent s’
operat ors