ARTICLES OF ASSOCIATION

The Articles of Association is a fundamental document that serves as the legal basis for the company's business activities. It regulates the company's governance and organizational structure, the rights and obligations of shareholders, as well as the Board of Commissioners and Board of Directors, including the procedures for decision-making within the company.

Code of Conduct

AlamTri always runs its business by applying the company values of “Integrity, Meritocracy, Openness, Respect and Excellence” and strengthens GCG implementation in order to stay ahead of the increasingly stronger attention to the standards of corporate governance in Indonesia. This Code of Conduct is presented on the company’s website www.alamtri.com.

Scope

1. AlamTri’s Code of Conduct is applicable to all employees, BoD, BoC, and Audit Committee. The company maintains the commitment to champion the standard of the Code of Conduct in interacting with all stakeholders.
2. This Code of Conduct sets forth the principles and behaviors that must be upheld in interacting with all stakeholders.

Points of the Code of Conduct

The points within AlamTri’s Code of Conduct:

1. Vision and missions;
2. Company values;
3. Compliance with laws and regulations;
4. Responsibilities to the shareholders;
5. Communication with the shareholders and investors;
6. Insider trading and the use of company information;
7. Anti corruption and anti fraud;
8. Conflict of interest;
9. Responsibilities and policies to the customers;
10. Responsibilities and policies to the suppliers;
11. Responsibilities to the public;
12. Company’s assets;
13. Occupational health, safety and environment;
14. Fulfillment of the creditors’ rights; and
15. Company’s information disclosure.

The company strives to ensure that the Code of Conduct is understood and complied by all employees, among others by promulgating it to the employees of all levels, from the BoC and BoD, the management, and employees working in the head office and operational sites, including the subsidiaries’ Executives in Charge (“EIC”). After such promulgation, the EIC will continuously disseminate the Code of Conduct to all employees at the AlamTri Group.

Anti Fraud and Corruption Policy

The company has the Anti Fraud and Corruption Procedure stated in its Code of Conduct, which was formulated in 2018, as follows:

1. Not giving gratification or bribe to the state officials or civil servants.
2. Not giving or accepting gratification from the suppliers of goods and/or services, customers, and creditors.
3. Not committing fraud.

Promulgation and Internalization of Anti Fraud and Corruption Policy

To provide adequate understanding to all employees, AlamTri has promulgated the Anti Fraud and Corruption Policy to the employees of all levels, from the BoC and BoD,the management, and employees working in the head office and operational sites.

Transactions and Balances with Related Parties

In the normal course of business, the company engages in transactions with related parties. The transactions primarily consist of services and other financial transactions. Transactions with related parties are made mainly for the company’s interests and business sustainability.

Transactions with related parties are made under the same terms and conditions as the transactions made with third parties. All transactions made by the company had fulfilled the provisions of FSA regulation No. 42/POJK.04/2020 on Affiliated Transactions and Conflict of Interest Transactions (“POJK 42/2020”). 

In dealing with related parties, the company ensures that all transactions are fair and at arm’s length by doing the followings:

1. determining the pricing policies of coal sales to related parties based on international benchmarks, adjusted for coal specifications; and
2. treating its subsidiaries engaging in the mining services, logistics, and other sectors as third-party service providers and as much as possible benchmarking the fees for their services to that of service providers external to the AlamTri Group which perform similar activities for the AlamTri Group.  

In 2024, the company had no transaction with conflict of interest. All transactions with related parties have been disclosed in accordance with the provisions of POJK 42/2020 and included in the Financial Statements 2024 - attachment 5/116 note 34.

Mergers, Acquisitions, and Takeovers

In the cases of mergers, acquisitions, and/or takeovers, which require shareholders’ approval, the BoC and BoD appoint an independent party to evaluate the fairness of the transaction price. In accordance with FSA regulations number 17/POJK.04/2020 concerning the material transactions and changes in business activities, the transactions amounting more than 50% of the equity must obtain the shareholders’ approval through GMS.

Fulfillment of Creditors’ Rights

AlamTri’s stakeholders, including creditors, are entitled to obtain fair and equal treatments in accordance with its business relationship with the company. The company has complied with and committed to fulfilling the creditors’ rights according to the terms agreed in the respective contracts, in accordance with its Code of Conduct.

Public Accountant

In AGMS 2024, the shareholders approved the appointment of Public Accounting Firm Tanudiredja, Wibisana, Rintis & Rekan, a member firm of the PricewaterhouseCoopers global network, as the Public Accounting Firm to audit the company’s financial statements for the current fiscal year ending on December 31, 2024. The total fee for the service to audit the consolidated financial statements for the fiscal year 2024 and the service to conduct a limited review on the AlamTri Group’s mid-year report is Rp9.9 billion. Meanwhile, the total cost for the non-audit service for the AlamTri Group in 2024 isRp1.4 billion.

Policy of Procurement of Goods and Services

AlamTri has imposed a policy for the procurement of goods and/or services applicable across the AlamTri Group, to enhance the capability and standardization of the procurement process for the goods and/or services. Among the provisions of the policy for goods and/ or services procurement is the use of information technology and the enhancement of GCG application in the procurement process of goods and/or services. AlamTri and some of its subsidiaries have been employing the E-Procurement application system for supporting the goods and services procurement process. This application will ensure transparency and equal treatments at all procurement processes, from vendor registration, procurement selection process, and contract management to the evaluation of vendors’ performance.

Customer Welfare

AlamTri has treated its customers equally and responsibly according to its Code of Conduct, which among others states that the company always prioritizes the customers’ satisfaction, provides accurate information with regard to the company’s products and/or services, and complies with and respects all terms, conditions, and provisions agreed collectively

Long-term Incentives for BoD members and Employees

AlamTri is still conducting analyses to determine the form of the most appropriate long-term incentives for the BoD and employees.

Information Technology

Information technology has evolved to be a vital part of a company’s growth and operations, especially for companies with the scale of the AlamTri Group. With its rapid growth in both sizes and sectors, the company’s pit-to-power integrated businesses have a high level of complexity to demand standardization and the best practices in IT implementation to allow simpler, more systematic, and faster work processes, in order for the company to be more efficient and effective to achieve targets through optimum productivity.

This perspective has encouraged the company to modernize its ERP technology to keep up with the needs for the latest integrated technology and transactions within the AlamTri Group and the stronger cyber security.

The rapid development of IT also pushes the company to enhance and optimize its IT infrastructure and facilities to accommodate the company’s needs and comply with the internal regulations as well as the applicable regulatory requirements. One of the top priorities is protection against cybercrimes. Therefore, the company will constantly review and apply cutting-edge security measures to protect the interests of the stakeholders, including anticipating IT disasters.

Legal Cases

The company has disclosed its legal proceedings in the Notes to Consolidated Financial Statements for the year ending on December 31, 2024 – Attachment 5/145 point 41.