Phase 1 · Step 5 — Corporate & Partnership Architecture

Understanding memo on the three-layer corporate structure and cross-cutting partnerships across the 3-SPV portfolio. Revised 2026-05-16.

1. What this architecture provides

The portfolio runs on a three-layer corporate structure standardized across all three SPVs: InvestCo (the local award entity, joined by capital partners through Joint Venture; holds the concession and governance), OpCo (one level down; awards Engineering, Procurement, Construction & Commissioning contracts and manages operations), and Local Operator (Indonesian operating company executing day-to-day plant operations).

Cross-cutting partnerships sit on top of this spine. The investor LP can sit at the InvestCo layer alongside other equity partners — PGN, the regional BUMD, or Malaysian EPCC majors (Samaiden, Citaglobal) acting in dual capacity as equity and contractor. EPCC contracting splits between an overall scope (Samaiden, Citaglobal, or local Indonesian contractor) and an AD-specific sub-package (Orec, as engineering consultant or AD-only EPCC). Technical consulting covers MRF / AD / LTP / operations (Greenviro Solutions Sdn Bhd) and CSME engineering (AG Alchemy Sdn Bhd or local). Equipment sourcing balances Europe (critical components), China (non-critical), and maximum Indonesian content.

Per-SPV CAPEX totals USD 40M across the three sites — PD Pasarjaya USD 11M, Bandung USD 15M, Lamsel USD 14M — matching the bundled raise. Each SPV sits within the PMK 130/2020 tax-holiday CAPEX bracket.

2. The architecture at a glance

InvestCo JV flexibility is a deliberate design feature — the LP can configure capital structure per-SPV with the partners that best fit each site's commercial profile (BUMD where regional partnership is structurally meaningful; Samaiden / Citaglobal where Malaysian EPCC equity-and-execution stake adds delivery confidence; PGN where vertical integration into offtake is preferred).

3. The three-layer corporate structure

InvestCo — governance layer

InvestCo is the local award company that holds the concession. The Joint Venture between the local award entity and capital partners sits at this layer. Governance is exercised through an appointed Commissioner and Director per the Indonesian corporate framework. The InvestCo layer is where the LP's equity participation, dividend rights, and exit mechanism are documented.

Capital structure options at the InvestCo layer: direct equity into the local award company; Joint Venture with one or more strategic partners (PGN, BUMD, Samaiden, Citaglobal); loan-based arrangements; profit-sharing models including the "10–20% no-equity partnership" option for flow-back of generated profits.

OpCo — operations and contracting layer

OpCo sits one level below InvestCo and manages execution. It awards the Engineering, Procurement, Construction & Commissioning contracts that build the plant, and continues to manage operational contracts after COD.

EPCC contracting model splits the scope:

• Overall EPCC contractor — Samaiden Sdn Bhd or Citaglobal Berhad (Malaysian majors with regional WtE-AD track record), or a local Indonesian EPCC contractor. The Malaysian options can simultaneously hold equity in InvestCo, aligning execution incentive with project economics.
• AD-specific sub-package — Orec Sdn Bhd (Malaysian AD specialist). Engagement model is flexible: Orec can serve as AD engineering consultant (design and technical advisory) or as the EPCC contractor for the AD package within the broader EPCC contract.

Technical consulting sits alongside the EPCC contractors:

• Greenviro Solutions Sdn Bhd — MRF, AD, LTP (Leachate Treatment Plant), and operations consultant. Continuity from the Bandung FS preparation, where Greenviro served as technical partner.
• AG Alchemy Sdn Bhd or local Indonesian firm — CSME (Civil, Structural, Mechanical, Electrical) engineering consultant.

Local Operator — execution layer

An Indonesian operating company performs day-to-day plant operations after COD — feedstock receiving, AD plant operation, biogas upgrading, CBG dispatch, MRF operation, regulatory compliance, and maintenance. Operations span the 22-year post-COD concession period.

Equipment sourcing and infrastructure works

Equipment procurement is structured by criticality:

• Critical equipment from Europe — covered lagoon liners, digester instrumentation, biogas upgrading modules (membrane or PSA), CHP units where applicable. Proven reliability for 20+ year operations.
• Non-critical equipment from China — pumps, valves, feedstock-handling, civil-mechanical components. Cost-competitive with mature supply chains.
• Maximum Indonesian content wherever capable domestic supply exists — supports local-content compliance and reduces import-duty exposure.

Infrastructure works (civils, site preparation, road works, transfer-station construction) is contracted to local Indonesian contractors — leverages Indonesian construction-market capacity and supports local-content targets.

4. Per-SPV counterparty detail

4.1 PD Pasarjaya — PT WSU InvestCo, BUMD market-aggregation partnership

• InvestCo: PT WSU (PT Wahana Semesta Utama) as the local award entity. JV options at this layer include the Investor LP, PGN, PD Pasarjaya BUMD, Samaiden, Citaglobal.
• OpCo: under PT WSU control. Awards overall EPCC contract (Samaiden / Citaglobal / local) plus AD-specific sub-package (Orec) plus consultant contracts.
• Local Operator: Indonesian operating company.
• Feedstock partner: PD Pasarjaya BUMD (Badan Usaha Milik Daerah of DKI Jakarta) aggregating organic waste from 153 traditional markets — Top-48 markets routed to the project at zero tipping fee, with PD Pasarjaya bearing feeder-truck logistics. PD Pasarjaya BUMD may also opt in at the InvestCo layer.
• Permitting environment: DKI Jakarta metropolitan government; routine OSS processing for project-class permits.
• Offtake counterparty: PGN (Jakarta distribution grid; sovereign-quality anchor).
• CAPEX: USD 10M.

4.2 Bandung — PT JABUN InvestCo, Kota Bandung municipal partnership

• InvestCo: PT JABUN (short form of PT Jagad Bumi Nusantara) as the local award entity. JV options include the Investor LP, PGN, Kota Bandung BUMD, Samaiden, Citaglobal. MoU signed; FS presented (October 2025 by PT JABUN with Greenviro Solutions + Orec Sdn Bhd as technical partners).
• OpCo: under PT JABUN control. Awards overall EPCC contract plus AD-specific sub-package plus consultant contracts. Greenviro and Orec continuity from FS preparation provides technical-partner familiarity.
• Local Operator: Indonesian operating company.
• Feedstock partner: Kota Bandung + DLH as the municipal counterparty. Supplies the full MRF in-kind (significant CAPEX reduction) and pays a 40% tipping-fee share on processed organic feedstock.
• Site: Sarimukti, on Perhutani land — accessed via IPPKH (Izin Pinjam Pakai Kawasan Hutan) under Kementerian LHK; standard process for renewable infrastructure on Perhutani land, accelerated under Omnibus Law's OSS framework.
• Offtake counterparty: PGN (West Java distribution grid).
• CAPEX: USD 15M (largest of the three SPVs).

4.3 Lamsel — PT GVN InvestCo, Kab. Lampung Selatan regional partnership

• InvestCo: PT GVN (PT Greenviro Nusantara) as the local award entity. JV options include the Investor LP, PGN, Kab. Lampung Selatan, Samaiden, Citaglobal. MoU in final form; investment partner confirmation and awarding-entity identification in progress.
• OpCo: under PT GVN control. Awards overall EPCC contract plus AD-specific sub-package plus consultant contracts.
• Local Operator: Indonesian operating company.
• Feedstock partner: Kab. Lampung Selatan as the regional counterparty. Supplies road infrastructure to the TPA Lubuk Kamal site as in-kind support. Animal-feedstock supply contracts (75 tpd from dairy / poultry in Lampung Selatan catchment) sit alongside the municipal feedstock arrangement.
• Site: TPA Lubuk Kamal in Kecamatan Natar — active municipal landfill; feedstock already aggregated.
• Offtake counterparty: PGN where grid available; Pertamina off-grid truck-mounted CBG distribution to industrial buyers in Lampung as alternative; alternative qualified buyers at prevailing CBG market pricing.
• CAPEX: USD 13M.

5. Anchor assumptions

1. Three-layer corporate structure standardized across all three SPVs — InvestCo (governance and equity), OpCo (operations and EPCC contracting), Local Operator (day-to-day execution). Same architecture per SPV with site-specific JV partner and counterparty variations.

2. InvestCo JV flexibility allows the LP to configure capital structure per SPV alongside strategic partners — PGN, regional BUMD, and Malaysian EPCC majors (Samaiden, Citaglobal) can each opt into the InvestCo layer where commercially aligned.

3. EPCC contracting splits overall scope from AD-specific sub-package — Samaiden, Citaglobal, or local Indonesian contractor for overall EPCC; Orec for AD engineering or AD-only EPCC sub-package. Technical consulting from Greenviro Solutions (MRF / AD / LTP / operations) and AG Alchemy or local (CSME).

4. Equipment sourcing strategy balances reliability, cost, and Indonesian content — critical equipment from Europe (proven 20+ year reliability), non-critical from China (cost-competitive mature supply chain), maximum Indonesian content where capable domestic supply exists. Infrastructure works contracted to local Indonesian contractors.

5. Per-SPV CAPEX totals USD 40M for the bundled raise — PD Pasarjaya USD 11M, Bandung USD 15M, Lamsel USD 14M. All three SPVs sit within the PMK 130/2020 tax-holiday CAPEX bracket (5-year holiday at 100%). Site-specific cost factors (Pasarjaya high-purity feedstock, Bandung in-kind MRF, Lamsel Light-MRF in CAPEX, plus site-specific civils and equipment scope) drive the per-SPV variance.