Articles of Association

The Articles of Association are fundamental documents that serve as the legal basis for the business activities of PT Alamtri Resources Indonesia Tbk ("AlamTri" or "the Company"). It regulates the Company's governance and organizational structure, the rights and obligations of shareholders, as well as the Board of Commissioners (BoC) and Board of Directors (BoD), 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 good corporate governance (GCG) implementation in order to stay ahead of the increasingly stronger attention to the standards of corporate governance in Indonesia. 

Download Code of Conduct

Scope

1. AlamTri’s Code of Conduct is applicable to all employees, BoD, BoC, and Audit Committee. AlamTri 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.
15. Company’s information disclosure.

AlamTri 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

AlamTri has established Anti Fraud and Anti Corruption procedures as stipulated 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. The Company also makes information regarding its Code of Ethics Policy available through its website.

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 Financial Services Authority Regulation No. 42/POJK.04/2020 on Affiliated Transactions and Conflict of Interest Transactions (POJK 42/2020). 

In 2025, 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 2025 - Attachment 5/102.

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 Financial Services Authority Regulations No. 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 General Meeting of Shareholders (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

At the 2026 Annual GMS, the shareholders approved the reappointment of Public Accounting Firm Rintis, Jumadi, Rianto & Rekan, (a member firm of the PricewaterhouseCoopers global network) and reappointed Public Accountant Firman Sababalat, CPA, as the Public Accounting Firm and the Public Accountant to audit the Company’s financial statements for the current fiscal year ending on December 31, 2026.

The total fees for the service to audit the consolidated financial statements for the fiscal year 2025 and the service to conduct a limited review on the AlamTri Group’s mid year report is Rp9.48 billion. Meanwhile, the total cost for the non audit service for the AlamTri Group in 2025 is Rp97.8 million.

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 (IT) is truly essential for the AlamTri Group’s complex and integrated operations; thus, IT standardization and best practice are necessary for ensuring more efficient and productive work process.

Therefore, the company has modernized ERP and applied automation technology, machine learning, and artificial intelligence (AI) at the core operational processes for achieving operational excellence and cost leadership.

AlamTri Group continuously improves IT infrastructure to fulfill business requirement and regulatory compliance, with cyber protection as the priority. The company always conducts monitoring and applies cyber security measures for protecting the interests of all stakeholders and anticipating information system disasters.

Legal Cases

AlamTri has disclosed its legal proceedings in the Notes to Consolidated Financial Statements for the year ending on December 31, 2025 - Attachment 5/127.