PT Merdeka Gold Resources Tbk (“the Company”) has adopted a comprehensive revision of its Articles of Association, outlining an updated capital structure, corporate purpose and governance framework. Key points are as follows:
• Capital Structure – Authorised capital is set at IDR 3,000.88 billion, divided into 20.01 billion registered shares with a nominal value of IDR 150 each. – Subscribed and fully-paid capital represents 73.64% of the authorised pool, equal to 14.73 billion shares or IDR 2,209.70 billion. – Additional shares may be issued via rights issues, limited public offerings or capital increases without pre-emptive rights, subject to shareholder and regulatory approvals.
• Business Scope – Primary activities: (1) holding-company operations, including ownership and control of subsidiaries; (2) management consultancy covering strategy, finance, marketing, HR, production planning and related advisory services. – Supporting activities include M&A advisory, funding assistance, accounting system design and infrastructure investment studies.
• Share Governance – All shares are registered; fractions have no separate voting rights unless combined to one full share. – Transfer of shares must be recorded in the Shareholder Register; restrictions apply to pledged or encumbered shares and to shares under legal dispute. – Collective custody arrangements follow Indonesian capital-market regulations, with Depository & Settlement Institutions or Custodian Banks acting as registered holders on behalf of investors.
• General Meeting of Shareholders (GMS) – Annual GMS to be held within six months after fiscal year-end; extraordinary GMS can be convened as required. – Standard quorum: first meeting valid with >50% of voting shares present; resolutions require >50% approval of votes cast. Higher thresholds (up to 75%) apply to major asset transfers (>50% of net assets), mergers, consolidations, take-overs, separations and dissolution. – GMS notices, materials and minutes must be disclosed via e-GMS provider, stock-exchange website and the Company’s site in Indonesian and English.
• Board Composition and Duties – Board of Directors: minimum two members; may include a President Director. Two directors must act jointly to represent the Company. – Board of Commissioners: minimum two members; at least 30% must be Independent Commissioners, with the majority of commissioners required to be independent. One Independent Commissioner must have accounting or finance expertise. – Joint Board meetings are mandated at least every four months; directors meet monthly and commissioners at least every two months.
• Profit Allocation & Reserves – Statutory reserve: minimum 20% of paid-up capital, funded from annual net profit until threshold is reached. – Interim and final dividends can be declared in line with prevailing regulations; dividends unclaimed for five years transfer to a special reserve and become Company property after ten years.
• Duration & Structural Flexibility – The Company is incorporated for an unlimited period. – Future mergers, acquisitions, separations or major asset disposals require elevated shareholder approval levels as stipulated.
The amended Articles of Association take effect upon completion of statutory approvals from Indonesia’s Ministry of Law and Human Rights and applicable capital-market filings.