Back to announcement
20260406_LPKR_Informasi Transaksi Afiliasi_32068039_lamp1.pdf
Asset transaction Needs review LPKRSource file signed link, expires in 15 minutes
Extracted text 17
Page 1
INFORMATION DISCLOSURE TO SHAREHOLDERS
PT LIPPO KARAWACI TBK (THE “COMPANY”)
IN CONNECTION WITH THE AFFILIATED TRANSACTION
THE INFORMATION CONTAINED IN THIS DISCLOSURE IS IMPORTANT AND SHOULD BE READ
AND CONSIDERED BY THE SHAREHOLDERS OF THE COMPANY.
THIS DISCLOSURE HAS BEEN PREPARED IN CONNECTION WITH THE SHARE TRANSFER
TRANSACTION (AS DEFINED BELOW) IN ORDER TO COMPLY WITH POJK 42/2020 (AS
DEFINED BELOW).
IF YOU EXPERIENCE DIFFICULTY IN UNDERSTANDING THE INFORMATION CONTAINED IN
THIS DISCLOSURE OF INFORMATION OR ARE UNCERTAIN IN MAKING A DECISION, YOU ARE
ADVISED TO CONSULT WITH A BROKER-DEALER, INVESTMENT MANAGER, LEGAL ADVISOR,
PUBLIC ACCOUNTANT, OR OTHER PROFESSIONAL ADVISOR.
PT Lippo Karawaci Tbk
Business Activities:
Engages in real estate activities, whether owned or leased; hospitality and food and beverage businesses, including but not limited to
five-star hotels, four-star hotels, and restaurants; professional, scientific, and technical activities including other management
consulting activities; financial activities; entertainment and recreation activities; and transportation activities, namely on-street and off
street parking operations
Domiciled in Tangerang, Indonesia
Office:
Menara Matahari Lt. 22, Jl. Boulevard Palem Raya No. 7
Lippo Karawaci Central, Tangerang
Banten, Indonesia 15810
Telepon: +62 21 2566 9000
Faksimili: +62 21 2566 9098
email: corporate.communications@lippokarawaci.co.id
website: www.lippokarawaci.co.id
THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF THE COMPANY, BOTH
INDIVIDUALLY AND JOINTLY, ARE FULLY RESPONSIBLE FOR THE COMPLETENESS AND
ACCURACY OF ALL INFORMATION OR MATERIAL FACTS SET FORTH IN THIS DISCLOSURE
OF INFORMATION AND CONFIRM THAT THE INFORMATION CONTAINED IN THIS
DISCLOSURE OF INFORMATION IS TRUE AND THAT THERE ARE NO MATERIAL FACTS THAT
HAVE BEEN OMITTED THAT COULD CAUSE THE MATERIAL INFORMATION IN THIS
DISCLOSURE OF INFORMATION TO BE INACCURATE AND/OR MISLEADING.
Disclosure of Information was published on 6 April 2026
1
Page 2
DEFINITIONS AND ABBREVIATIONS
Terms and expressions used in this Information Disclosure shall have the following meanings:
Affiliated : as defined in Article 1 point 1 of OJK Regulation No.
42/2020.
BAE : Share Registrar.
Conflict of Interest : As defined in Article 1 point 4 of POJK No. 42/2020.
FOD : PT Fortuna Optima Distribusi.
Disclosure Information : Information as contained in this Disclosure of Information, in
order to comply with OJK Regulation No. 42/2020.
KJPP : A Public Appraisal Services Office.
Menkum atau Menkumham : Minister of Law of the Republic of Indonesia or the Minister
of Law and Human Rights of the Republic of Indonesia.
MIG : PT Mega Indah Gemilang.
MSE : PT Matahari Super Ekonomi.
OJK : Otoritas Jasa Keuangan (Financial Services Authority).
PCL : PT Prima Cipta Lestari.
OJK Regulation No. 42/2020 : OJK Regulations No. 42/POJK.04/2020 concerning
Affiliated Transactions and Conflict of Interest Transactions.
SFI : PT Sunshine Food International.
SPU : PT Sunshine Prima Utama.
Affiliated Transaction : As defined in Article 1 point 3 of POJK No. 42/2020.
Conflict of Interest Transaction : As defined in Article 1 point 5 of POJK No. 42/2020.
2
Page 3
INTRODUCTION
The information set forth in this Disclosure of Information has been prepared to fulfill the Company’s
obligations under the provisions on Affiliated Transactions as stipulated in POJK No. 42/2020, in relation
to the transactions carried out by SPU and MIG, which are companies controlled by the Company, as
follows:
a. the execution of (i) Deed of Acquisition of SFI No. 2 dated 1 April 2026 between FOD as the
purchaser and SPU as the seller, drawn up before Sriwi Bawana Nawaksari, S.H., Notary in
Tangerang, and (ii) Deed of Sale and Purchase of SFI Shares No. 3 dated 1 April 2026 between
MSE as the purchaser and MIG as the seller, drawn up before Sriwi Bawana Nawaksari, S.H.,
Notary in Kabupaten Tangerang (the “SFI Share Transfer Transaction”); and
b. the execution of (i) Deed of Acquisition of PCL No. 5 dated 1 April 2026 between FOD as the
purchaser and SPU as the seller, drawn up before Sriwi Bawana Nawaksari, S.H., Notary in
Tangerang, and (ii) Deed of Sale and Purchase of PCL Shares No. 6 dated 1 April 2026 between
MSE as the purchaser and MIG as the seller, drawn up before Sriwi Bawana Nawaksari, S.H.,
Notary in Kabupaten Tangerang (the “PCL Share Transfer Transaction”).
the SFI Share Transfer Transaction and the PCL Share Transfer Transaction shall collectively be
referred to as the “Share Transfer Transactions”.
Upon the completion of the Share Transfer Transactions, the Company further reinforces its strategic
direction to refocus its business activities on the development and management of real estate as its
core business.
In this regard, the Company has obtained market value assessments and/or a fairness opinion in
relation to the Share Transfer Transactions based on Reports No. 00136/2.0059-
02/BS/03/0242/1/III/2026, No. 00134/2.0059-02/BS/03/0242/1/III/2026, and No. 00144/2.0059-
02/BS/03/0242/1/IV/2026, all of which were prepared and issued by KJPP Suwendho Rinaldy and
Rekan (the “Appraisal Reports”).
DESCRIPTION OF THE SHARE TRANSFER TRANSACTIONS
1. DATE, OBJECT, AND VALUE OF THE SHARE TRANSFER TRANSACTIONS
SFI Shares Transfer Transaction
On 1 April 2026, the following transfers were carried out: (i) the transfer of 5,549,999 shares in
SFI, representing 99.99% of the issued and fully paid-up shares in SFI, owned by SPU to FOD;
and (ii) the transfer of 1 share in SFI, representing 0.01% of the issued and fully paid-up shares
in SFI, owned by MIG to MSE.
The SFI Share Transfer Transaction was executed at a value of approximately IDR 32.1 billion.
PCL Share Transfer Transaction
On 1 April 2026, the following transfers were carried out: (i) the transfer of 91,346 shares in PCL,
representing 96.06% of the issued and fully paid-up shares in PCL, owned by SPU to FOD; and
(ii) the transfer of 3,750 shares in PCL, representing 3.94% of the issued and fully paid-up shares
in PCL, owned by MIG to MSE.
The PCL Share Transfer Transaction was executed at a value of approximately IDR 1.9 billion.
2. DESCRIPTION OF THE PARTIES INVOLVED IN THE SHARE TRANSFER TRANSACTIONS
SPU as Seller
a. History
3
Page 4
SPU, domiciled in Tangerang Regency, is a limited liability company established under the
laws of the Republic of Indonesia. SPU was established based on Deed of Establishment
No. 45 dated 10 July 2015, drawn up before Sriwi Bawana Nawaksari, S.H., M.Kn., Notary
in Tangerang Regency, which was approved by the Minister of Law pursuant to Decree
No. AHU-2447956.AH.01.01.Tahun 2015 dated 10 July 2015 and registered in the
Company Register under No. AHU-3532199.AH.01.11 Tahun 2015 dated 10 July 2015
(the “Deed of Establishment of SPU”).
The articles of association of SPU, as set out in the Deed of Establishment of SPU, have
been amended several times, most recently by the Deed of Statement of Shareholders’
Resolutions No. 2 dated 8 December 2025, drawn up before Myra Yuwono, S.H., M.Kn.,
Notary in South Jakarta, which was approved by the Minister of Law and Human Rights
pursuant to Decree No. AHU-0081317.AH.01.02.Tahun 2025 dated 10 December 2025
and registered in the Company Register under No. AHU-0279279.AH.01.11.Tahun 2025
dated 10 December 2025, whereby the shareholders of SPU approved the amendment to
Article 4 of the articles of association of SPU (the “SPU Deed No. 2/2025”).
b. Capital Structure and Shareholding Composition
Based on the SPU Deed No. 2/2025, the capital structure and shareholding composition
of SPU are as follows:
Nominal Value
Description Total Nominal (%)
Number of Shares
Value (Rupiah)
Authorized Capital 40.000.000 40.000.000.000
Issued and Fully Paid-up Capital:
1. PT Mega Indah Gemilang 34.291.999 34.291.999.000 99,99%
2. PT Karyaindah Cipta Prima 1 1.000 0,01%
Total Issued and Fully Paid-up 34.292.000 34.292.000.000 100,00
Capital
Treasury Shares - - -
c. Board of Directors and Board of Commissioners
Based on the Deed of Statement of Shareholders’ Resolutions of SPU No. 51 dated 14
April 2021, drawn up before Sriwi Bawana Nawaksari, S.H., M.Kn., Notary in Tangerang
Regency, which has been notified to and received by the Minister of Law and Human
Rights pursuant to Acknowledgement Letter No. AHU-AH.01.03-0293466 dated 6 May
2021 and registered in the Company Register under No. AHU-0084329.AH.01.11 Tahun
2021 dated 6 May 2021, the composition of the Board of Directors and the Board of
Commissioners of SPU is as follows:
Board of Directors
President Director : Marshal Martinus Tissadharma
Director : Eddy Mumin
Board of Commisioners
Commissioner : Ketut Budi Wijaya
d. Business Activities
Based on the articles of association of SPU, the purposes and objectives of SPU are to
engage in: (a) catering services for specific events (event catering); (b) food and beverage
provision; (c) real estate owned or leased; and (d) other management consulting activities.
MIG as the Seller
a. History
MIG, domiciled in Tangerang Regency, is a limited liability company established under the
laws of the Republic of Indonesia. MIG was established based on Deed of Establishment
4
Page 5
No. 32 dated 3 July 2015, drawn up before Sriwi Bawana Nawaksari, S.H., M.Kn., Notary
in Tangerang Regency, which was approved by the Minister of Law pursuant to Decree
No. AHU-2446863.AH.01.01 Tahun 2015 dated 3 July 2015 and registered in the Company
Register under No. AHU-3528830.AH.01.11 Tahun 2015 dated 3 July 2015 (the “Deed of
Establishment of MIG”).
The articles of association of MIG, as set out in the Deed of Establishment of MIG, have
been amended several times, most recently by the Deed of Statement of Shareholders’
Resolutions No. 4 dated 18 December 2025, drawn up before Myra Yuwono, S.H., M.Kn.,
Notary in South Jakarta, which was approved by the Minister of Law and Human Rights
pursuant to Decree No. AHU-0009937.AH.01.02.Tahun 2026 dated 14 February 2026 and
registered in the Company Register under No. AHU-0032319.AH.01.11.Tahun 2026 dated
14 February 2026, whereby the shareholders of MIG approved the amendment to Article
4 of the articles of association of MIG (the “MIG Deed No. 4/2025”).
b. Capital Structure and Shareholding Composition
Based on the MIG Deed No. 4/2025, the capital structure and shareholding composition
of MIG are as follows:
Nominal Value
Description Total Nominal (%)
Number of Shares
Value (Rupiah)
Authorized Capital 125.982.422 68.660.419.990
Issued and Fully Paid-up
Capital:
1. PT Lippo Karawaci Tbk 62.991.210 34.330.209.450 99,99%
2. PT Maharama Sakti 1 545 0,01%
Total Issued and Fully Paid-up 62.991.211 34.330.209.995 100,00
Capital
Treasury Shares - - -
c. Board of Directors and Board of Commissioners
Based on the Deed of Statement of Shareholders’ Resolutions of MIG No. 13 dated 24
May 2024, drawn up before Myra Yuwono, S.H., M.Kn., Notary in Jakarta, which has been
notified to and received by the Minister of Law and Human Rights pursuant to
Acknowledgement Letter No. AHU-AH.01.09-021097 dated 5 June 2024 and registered in
the Company Register under No. AHU-0109884.AH.01.11 Tahun 2024 dated 5 June 2024,
the composition of the Board of Directors and the Board of Commissioners of MIG is as
follows:
Board of Directors
President Director : Marshal Martinus Tissadharma
Director : Jopy Rusli
Director : Rusbianto Wijaya
Board of Commissioners
Commissioner : Ketut Budi Wijaya
d. Business Activities
Based on the articles of association of MIG, the purposes and objectives of MIG are to
engage in: (a) real estate activities, whether owned or leased; (b) management consulting
activities; (c) transportation; (d) water supply, wastewater management, waste management
and recycling, and remediation activities; (e) private security activities; and (f) construction.
FOD as the Purchaser
a. History
5
Page 6
FOD, domiciled in Tangerang City, is a limited liability company established under the laws
of the Republic of Indonesia. FOD was established based on Deed of Establishment No.
36 dated 22 January 2026, drawn up before Sriwi Bawana Nawaksari, S.H., M.Kn., Notary
in Tangerang Regency, which was approved by the Minister of Law pursuant to Decree
No. AHU-0006168.AH.01.01.Tahun 2026 dated 23 January 2026 and registered in the
Company Register under No. AHU-0011665.AH.01.11.Tahun 2026 dated 23 January
2026, and has not been amended since its establishment (the “Articles of Association
of FOD”).
b. Capital Structure and Shareholding Composition
Based on the Articles of Association of FOD, the capital structure and shareholding
composition of FOD are as follows:
Nominal Value
Description Total Nominal %
Number of Shares
Value (Rupiah)
Authorized Capital 200.000 200.000.000.000
Issued and Fully Paid-up
Capital:
1. PT Matahari Putra Prima Tbk 79.999 79.999.000.000 99,99
(“MPPA”)
2. MSE 1 1.000.000 0,01
Total Issued and Fully Paid-up 80.000 80.000.000.000 100,00
Capital
Treasury Shares 120.000 120.000.000.000
c. Board of Directors and Board of Commissioners
Based on the Articles of Association of FOD, the composition is as follows:
Direksi
Direktur Utama : Mirtha Sukanto
Direktur : Hendri Tadjuni
Direktur : Caesario Parlindungan
Dewan Komisaris
Komisaris : Yerry Goei
d. Kegiatan Usaha
Based on the Articles of Association of FOD, the purposes and objectives of FOD are to
engage in: (i) wholesale trading; (ii) warehousing and storage; (iii) holding company
activities; (iv) real estate; and (v) head office activities.
MSE as the Purchaser
a. History
MSE, domiciled in Tangerang City, is a limited liability company established under the laws
of the Republic of Indonesia. MSE was established based on Deed of Establishment No.
33 dated 21 July 1994, drawn up before Eveline Suriahudaja Konig, S.H., Notary in Bogor,
which was approved by the Minister of Justice of the Republic of Indonesia pursuant to
Decree No. C2-12.857.HT.01.01.Th.94 dated 25 August 1994, registered in the register
book of the Central Jakarta District Court under No. 1720/1994, and announced in the
State Gazette of the Republic of Indonesia (BNRI) No. 97 dated 6 December 1994,
Supplement No. 10091 (the “Deed of Establishment of MSE”).
6
Page 7
The articles of association of MSE, as set out in the Deed of Establishment of MSE, have
been amended several times, most recently by the Deed of Statement of Shareholders’
Resolutions No. 24 dated 14 October 2024, drawn up before Sriwi Bawana Nawaksari,
S.H., M.Kn., Notary in Tangerang Regency, which has been notified to and received by
the Minister of Law and Human Rights pursuant to Acknowledgement Letter No. AHU-
AH.01.03-0204586 dated 25 October 2024 and registered in the Company Register under
No. AHU-0230164.AH.01.11.Tahun 2024 dated 25 October 2024, whereby the
shareholders of MSE approved an increase in the issued and paid-up capital (the “MSE
Deed No. 24/2024”).
The Deed of Establishment of MSE, together with all its amendments, including the Deed
of Statement of Shareholders’ Resolutions No. 24 dated 14 October 2024, shall hereinafter
be collectively referred to as the “Articles of Association of MSE”.
b. Capital Structure and Shareholding Composition
Based on the Deed of Statement of Shareholders’ Resolutions of MSE No. 69 dated 30
October 2024, drawn up before Sriwi Bawana Nawaksari, S.H., M.Kn., Notary in
Tangerang Regency, which has been notified to and received by the Minister of Law and
Human Rights pursuant to Acknowledgement Letter No. AHU-AH.01.09-0271401 dated 4
November 2024 and registered in the Company Register under No. AHU-
0237405.AH.01.11.Tahun 2024 dated 4 November 2024, the capital structure and
shareholding composition of MSE are as follows:
Nominal Value
Description Total Nominal %
Number of Shares
Value (Rupiah)
Authorized Capital 10.000.000 10.000.000.000
Issued and Fully Paid-up
Capital:
1. MPPA 9.980.000 9.980.000.000 99,80
2. Andri Prasetyo 20.000 20.000.000 0,20
Total Issued and Fully Paid-up 10.000.000 10.000.000.000 100,00
Capital
Treasury Shares - - -
c. Board of Directors and Board of Commissioners
Based on the Deed of Statement of Shareholders’ Resolutions of MSE No. 58 dated 13
September 2024, drawn up before Sriwi Bawana Nawaksari, S.H., M.Kn., Notary in
Tangerang Regency, which has been notified to and received by the Minister of Law and
Human Rights pursuant to Acknowledgement Letter No. AHU-AH.01.09-0254931 dated 24
September 2024 and registered in the Company Register under No. AHU-
0202764.AH.01.11 Tahun 2024 dated 24 September 2024, the composition of the Board
of Directors and the Board of Commissioners of MSE is as follows:
Board of Directors
President Director : Mirtha Sukanto
Director : Hendri Tadjuni
Board of Commissioners
Commissioner : Yerry Goei
d. Business Activities
Based on the Articles of Association of MSE, the purposes and objectives of MSE are to
engage in: (a) building construction; (b) wholesale trade (excluding motor vehicles and
motorcycles); (c) transportation of goods by motor vehicles; (d) warehousing and storage;
(e) food and beverage services; (f) telecommunications; (g) development of internet-based
trading applications (e-commerce); (h) data processing, hosting, and related activities,
7
Page 8
including web portals; (i) real estate activities, whether owned or leased; (j) architectural
and engineering activities and related technical consultancy; (k) leasing of non-financial
assets without option rights (excluding copyrighted works); (l) office administration, office
support, and other business support activities; (m) amusement and recreation activities;
and (n) holding company activities.
SFI as Target Company
a. History
SFI, domiciled in Tangerang Regency, is a limited liability company established under the
laws of the Republic of Indonesia. SFI was established based on Deed of Establishment
No. 47 dated 13 July 2015, drawn up before Sriwi Bawana Nawaksari, S.H., M.Kn., Notary
in Tangerang Regency, which was approved by the Minister of Law and Human Rights
pursuant to Decree No. AHU-2448220.AH.01.01.Tahun 2015 dated 13 July 2015 and
registered in the Company Register under No. AHU-3533038.AH.01.11.Tahun 2015 dated
13 July 2015 (the “Deed of Establishment of SFI”).
The articles of association of SFI have been amended several times, most recently by the
Deed of Statement of Shareholders’ Resolutions No. 97 dated 27 September 2023, drawn
up before Sriwi Bawana Nawaksari, S.H., M.Kn., Notary in Tangerang Regency, which
was approved by the Minister of Law and Human Rights pursuant to Decree No. AHU-
0059161.AH.01.02.Tahun 2023 dated 30 September 2023 and registered in the Company
Register under No. AHU-0193928.AH.01.11.Tahun 2023 dated 30 September 2023,
whereby the shareholders approved the amendment to Article 3 of the articles of
association of SFI (the “SFI Deed No. 97/2023”).
The Deed of Establishment of SFI, together with all its amendments, shall hereinafter be
collectively referred to as the “Articles of Association of SFI”.
b. Capital Structure and Shareholding Composition
Based on the Deed of Statement of Shareholders’ Resolutions of SFI No. 3 dated 2 August
2021, drawn up before Sriwi Bawana Nawaksari, S.H., M.Kn., Notary in Tangerang
Regency, which was approved by the Minister of Law and Human Rights pursuant to
Decree No. AHU-0053282.AH.01.02.Tahun 2021 dated 29 September 2021 and
registered in the Company Register under No. AHU-0167854.AH.01.11.Tahun 2021 dated
29 September 2021, the capital structure and shareholding composition of SFI are as
follows:
Nominal Value
Description Total Nominal %
Number of Shares
Value (Rupiah)
Authorized Capital 20.000.000 20.000.000.000
Issued and Fully Paid-up
Capital:
1. SPU 5.549.999 5.549.999.000 99,99
2. MIG 1 1.000 0,01
Total Issued and Fully Paid-up 5.550.000 5.550.000.000 100,00
Treasury Shares 14.450.000 14.450.000.000 -
c. Board of Directors and Board of Commissioners
Based on Deed of Statement of Shareholders’ Resolutions of SFI No. 1 dated 1 April 2026,
drawn up before Sriwi Bawana Nawaksari, S.H., M.Kn , Notary in Tangerang, the
composition of the Board of Directors and the Board of Commissioners of SFI is as follows:
Board of Directors
President Director : Hendri Tadjuni
Director : Vancelia Wiradjaja
8
Page 9
Director : Caesario Parlindungan
Board of Commissioners
Commissioner : Yerry Goei
d. Business Activities
Based on the Articles of Association of SFI, the purposes and objectives of SFI are to
engage in: (i) catering services for a specified period; (ii) catering services for specific
events (event catering); (iii) restaurant operations; (iv) installation of machinery and
industrial equipment; (v) repair of machinery for general purposes; (vi) repair of machinery
for specific purposes; (vii) real estate activities, whether owned or leased; and (viii) other
management consulting activities.
PCL as Target Company
a. History
PCL, domiciled in Tangerang Regency, is a limited liability company established under the
laws of the Republic of Indonesia. PCL was established based on Deed of Establishment
No. 5 dated 2 May 2008, drawn up before Julijanti Sundjaja, S.H., M.Kn., Notary in
Tangerang Regency (formerly Tangerang Level II Region) in Serpong, which was
approved by the Minister of Law and Human Rights pursuant to Decree No. AHU-
37888.AH.01.01.Tahun 2008 dated 3 July 2008 and registered in the Company Register
under No. AHU-0054787.AH.01.09.Tahun 2008 dated 3 July 2008 (the “Deed of
Establishment of PCL”).
The articles of association of PCL, as set out in the Deed of Establishment of PCL, have
been amended several times, most recently by the Deed of Statement of Shareholders’
Resolutions of PCL No. 21 dated 26 July 2024, drawn up before Myra Yuwono, S.H.,
Notary in Jakarta, which was approved by the Minister of Law and Human Rights pursuant
to Decree No. AHU-0047659.AH.01.02.Tahun 2024 dated 2 August 2024 and registered
in the Company Register under No. AHU-0159951.AH.01.11.Tahun 2024 dated 2 August
2024, whereby the shareholders of PCL approved the amendment to Article 3 regarding
the purposes and objectives as well as business activities (the “PCL Deed No. 21/2024”).
The Deed of Establishment of PCL, together with all its amendments, including the PCL
Deed No. 21/2024, shall hereinafter be collectively referred to as the “Articles of
Association of PCL”.
b. Capital Structure and Shareholding Composition
Based on the Deed of Written Shareholders’ Resolutions in Lieu of an Extraordinary
General Meeting of Shareholders of PCL No. 1 dated 12 November 2025, drawn up before
Herlinda, S.H., M.Kn., Notary in Cilegon City, which has been notified to and received by
the Minister of Law and Human Rights as evidenced by the Receipt of Notification of
Amendment to Company Data No. AHU-AH.01.09-0360545 dated 8 December 2025, and
both of which have been recorded in the Company Register No. AHU-
0276881.AH.01.11.Tahun 2025 dated 8 December 2025, the capital structure and
shareholding composition of PCL are as follows:
Nominal Value
Description Total Nominal %
Number of Shares
Value (Rupiah)
Authorized Capital 364.000 364.000.000.000
Issued and Fully Paid-up
Capital:
1. SPU 91.346 91.346.000.000 96,06
2. MIG 3.750 3.750.000.000 3,94
9
Page 10
Total Issued and Fully Paid-up 95.096 95.096.000.000 100,00
Capital
Treasury Shares 268.904 268.904.000.000 -
c. Board of Directors and Board of Commissioners
Based on the Deed of Statement of Resolutions of the Shareholders of PCL No. 4 dated 1
April 2026, drawn up before Sriwi Bawana Nawaksari, Notary in Kabupaten Tangerang,
the composition of the Board of Directors and the Board of Commissioners of PCL is as
follows:
Board of Directors
President Director : Hendri Tadjuni
Director : Vancelia Wiradjaja
Director : Caesario Parlindungan
Board of Commissioners
Commissioner : Yerry Goei
d. Business Activities
Based on the Articles of Association of PCL, the purposes and objectives of PCL are to
engage in: (i) cafés/coffee shops; (ii) restaurant operations; (iii) catering services for a
specified period; and (iv) catering services for specific events (event catering).
2. DESCRIPTION OF THE AFFILIATION RELATIONSHIP AND ITS NATURE AMONG THE
PARTIES TO THE SHARE TRANSFER TRANSACTION
The affiliation relationship in connection with the Share Transfer Transaction arises due to the
existence of common control among the parties involved in the Share Transfer Transaction,
namely under the control of PT Inti Anugerah Pratama, with the ultimate beneficial owner being
James T. Riady.
With respect to SPU and MIG as the sellers, 99% of the shares in SPU are owned by MIG, where
the controlling shareholder of MIG is PT Lippo Karawaci Tbk, a publicly listed company controlled
by PT Inti Anugerah Pratama.
With respect to FOD as the buyer, 99.99% of the shares in FOD are owned by MPPA, where the
controlling shareholder of MPPA is PT Multipolar Tbk, a publicly listed company controlled by PT
Inti Anugerah Pratama.
With respect to MSE as the buyer, 99.80% of the shares in MSE are owned by MPPA, where the
controlling shareholder of MPPA is PT Multipolar Tbk, a publicly listed company controlled by PT
Inti Anugerah Pratama.
EXPLANATION, RATIONALE, AND PURPOSE OF THE SHARE TRANSFER TRANSACTION
AND ITS IMPACT ON THE COMPANY’S FINANCIAL CONDITION
1. EXPLANATION, RATIONALE, AND PURPOSE OF THE SHARE TRANSFER TRANSACTION
The Share Transfer of SFI and PCL by SPU and MIG is carried out as part of the Company’s
strategy to refocus its business activities on its core business, namely the real estate sector.
Through this transaction, the Company is expected to optimize the utilization of its resources and
enhance its focus on business development in sectors with growth prospects that are more
aligned with the Company’s long-term strategy.
This initiative is expected to improve operational effectiveness, strengthen the Company’s
business structure, and create sustainable value for the Company and its shareholders.
10
Page 11
In executing the transaction, the Company has engaged in a transaction with affiliated parties
after considering various factors, including alignment of business interests, transaction efficiency,
and potential operational synergies. The transaction has been conducted with due regard to the
arm’s length principle and in compliance with applicable laws and regulations, and therefore, the
Company believes that the transaction will provide optimal benefits to the Company and its
shareholders.
2. IMPACT OF THE SHARE TRANSFER TRANSACTION ON THE COMPANY’S FINANCIAL
CONDITION
The table below presents a summary of the financial condition of the Company and its
subsidiaries as of 31 December 2025, before and after the implementation of the Share Transfer
Transaction:
Consolidated Balance Sheet Proforma
Audit
(in million Rupiah) After Transaction
31 December 2025
31 December 2025
Assets
Current Assets
Cash and Cash Equivalents 1,956,313 1,964,622
Trade Accounts Receivable
Third Parties 554,473 552,655
Related Parties 42,742 5,375
Other Current Financial Assets 297,475 296,202
Inventories 25,756,455 25,754,562
Prepaid Taxes 577,842 573,125
Prepaid Expenses 290,886 290,821
Total Current Assets 29,476,186 29,437,362
Non-Current Assets
Due from Related Parties Non-Trade 9.344 9.344
Other Non-Current Financial Assets 2.713.001 2.712.852
Investments in Associates 11.027.635 11.027.635
Investment Properties 951.280 951.280
Property and Equipment 3.979.952 3.970.956
Goodwill 146.264 146.264
Intangible Assets 12.888 11.326
Deferred Tax Assets 86.693 85.364
Advances 255.115 255.115
Land for Development 552.859 552.859
Other Non-Current Non-Financial Assets 36.004 35.937
Total Non-Current Assets 19.771.035 19.758.932
Total Assets 49.247.221 49.196.294
Liabilities and Equity
Trade Accounts Payable
Third Parties 456,530 442,786
Related Parties - (8)
Divident Payable - (11,330)
Accrued Expenses 1,272,053 1,253,467
Taxes Payable 94,947 93,201
Short-Term Employment Benefits Liabilities 47,843 47,843
Short-Term Bank Loans 1,730,300 1,730,300
Current Portion of Long-Term Liabilities
Bank Loans 402,500 402,500
Lease Liabilities 306,506 306,506
Other Current Financial Liabilities 357,548 357,028
Contract Liabilities 2,381,670 2,381,670
Deferred Income 186,948 186,948
Total Current Liabilities 7,236,845 7,190,912
Non-Current Liabilities
Long-Term Bank Loans 3,842,212 3,842,212
Lease Liabilities 3,357,514 3,357,514
Other Non-Current Financial Liabilities 512,535 512,535
11
Page 12
Post-employment Benefits Liabilities 195,483 189,900
Deferred Tax Liabilities 17,989 17,989
Contract Liabilities 2,978,448 2,978,448
Deferred Income 54,980 54,980
Total Non-Current Liabilities 10,959,361 10,953,778
Total Liabilities 18,196,206 18,144,689
Equity
Capital Stock 7,089,802 7,089,802
Additional Paid-in Capital – Net 11,454,783 11,454,783
Difference in Transactions with (1,973) (1,973)
Other Equity Components 3,810,770 3,810,770
Treasury Stock (11,384) (11,384)
Retained Earnings 8,322,484 8,323,074
Other Comprehensive Income (536,708) (536,708)
Total Equity Attributable to Owners of the Parent 30,127,774 30,128,364
Non-Controlling Interest 923,241 923,241
Total Equity 31,051,015 31,051,605
Total Liabilities dan Equity 49,247,221 49,196,294
Consolidated Balance Sheet Proforma
Audit
(juta Rupiah) After Transaction
31 December 2025
31 December 2025
Net Revenues 8,843,888 8,676,076
Cost of Revenues 5,860,629 5,793,250
Gross Profit 2,983,259 2,882,826
Operating Expenses (2,272,109) (2,176,111)
Other Income 135,333 135,333
Other Expenses (191,166) (191,166)
Operating Revenue 655,317 650,882
Financial Charges (586,564) (579,565)
Share in the Gain of Associates 601,501 601,501
Revenue Before Tax 670,254 672,818
Tax Expenses (97,709) (95,534)
Current Year Revenue 572,545 577,284
Other Comprehensive Loss (468,837) (469,050)
Total Comprehensive Revenue for the Year (103,708) (108,234)
SUMMARY OF THE INDEPENDENT APPRAISER’S REPORT ON THE FAIRNESS OF THE
SHARE TRANSFER TRANSACTION
The Company has appointed an independent appraiser registered with the Financial Services
Authority (OJK), namely Kantor Jasa Penilai Publik Suwendho Rinaldy dan Rekan (“KJPP SRR”),
to provide an opinion on the value of 100% of the shares in SFI, 100% of the shares in PCL, and
the fairness of the Share Transfer Transaction.
KJPP SRR holds a business license from the Ministry of Finance No. 1056/KM.1/2009 dated 20
August 2009 and is registered as a Capital Market Supporting Professional with OJK under
Registration Certificate No. STTD.PPB-05/PJ-1/PM.02/2023 dated 8 June 2023 (Property and
Business Valuer).
1. Summary of the Valuation of 100% of SFI Shares
The following is a summary of the valuation report for 100% of the shares in SFI as set out
in its report No. 00136/2.0059-02/BS/03/0242/1/III/2026 dated 17 March 2026:
a. Parties to the Transaction
The parties involved in the Transaction are as follows:
12
Page 13
- The Company, acting as the parent entity of SPU and MIG, which hold share ownership
of 5,549,999 shares and 1 share, respectively, representing 99.999982% and
0.000018% in SFI;
- SPU, acting as the holder of 5,549,999 shares, representing 99.999982% in SFI; and
- MIG, acting as the holder of 1 share, representing 0.000018% in SFI.
b. Purpose and Objective of the Valuation
The purpose of the valuation of SFI Shares is to provide an opinion on the market value of
the SFI Shares as of 31 December 2025, expressed in Indonesian Rupiah. The objective
of the valuation is to provide information on the market value of the SFI Shares to the
Company’s management, to be used as a reference in the implementation of the proposed
acquisition transaction.
c. Assumptions and Limiting Conditions
i. The assumptions and limiting conditions applied in this valuation are as follows:
ii. The valuation report constitutes a non-disclaimer opinion;
iii. SRR has conducted a review of the documents used in the valuation process;
iv. The data and information obtained are derived from sources deemed reliable;
v. SRR has used adjusted financial projections that reflect the reasonableness of the
projections prepared by SFI’s management, taking into account their achievability
(fiduciary duty);
vi. SRR is responsible for the execution of the valuation and the reasonableness of the
financial projections;
vii. This valuation report is intended for public disclosure, except for confidential
information that may affect SFI’s operations;
viii. SRR is responsible for the valuation report and its final conclusion; and
ix. SRR has obtained information regarding the legal status of the SFI Shares from the
Company.
d. Object of Valuation
The object of the valuation is the SFI Shares, representing 100% of the shares in SFI.
e. Valuation Date
The valuation date is set as 31 December 2025. This date has been determined based on
the purpose and objective of the valuation.
f. Valuation Approaches and Methods
The valuation approaches applied in valuing the SFI Shares are:
- the income approach using the Discounted Cash Flow (DCF) method; and
- the market approach using the Guideline Publicly Traded Company method.
The values derived from each approach are subsequently reconciled through weighting to
arrive at the final concluded value of the SFI Shares.
g. Valuation Conclusion
Based on the analysis of all data and information received, and after considering all relevant
factors affecting the valuation, in our opinion, the market value of the SFI Shares as of 31
December 2025 is IDR 32.065 billion.
2. Summary of the Valuation of 100% PCL Shares
The following is a summary of the valuation report for 100% of the shares in PCL as set out
in its report No. 00134/2.0059-02/BS/03/0242/1/III/2026 dated 17 March 2026:
13
Page 14
a. Parties to the Transaction
- The parties involved in the Transaction are as follows:
- The Company, acting as the parent entity of SPU and MIG, which hold share ownership
of 91,346 shares and 3,750 shares, respectively, representing 96.056616% and
3.943384% in PCL;
- SPU, acting as the holder of 91,346 shares, representing 96.056616% in PCL; and
- MIG, acting as the holder of 3,750 shares, representing 3.943384% in PCL.
b. Purpose and Objective of the Valuation
The purpose of the valuation of PCL Shares is to provide an opinion on the market value
of the PCL Shares as of 31 December 2025, expressed in Indonesian Rupiah. The objective
of the valuation is to provide information on the market value of the PCL Shares to the
Company’s management, to be used as a reference in the implementation of the proposed
acquisition transaction.
c. Assumptions and Limiting Conditions
i. The assumptions and limiting conditions applied in this valuation are as follows:
ii. The valuation report constitutes a non-disclaimer opinion;
iii. SRR has conducted a review of the documents used in the valuation process;
iv. The data and information obtained are derived from reliable sources;
v. SRR has used adjusted financial projections that reflect the reasonableness of the
projections prepared by PCL’s management, taking into account their achievability
(fiduciary duty);
vi. SRR is responsible for the execution of the valuation and the reasonableness of the
financial projections;
vii. This valuation report is intended for public disclosure, except for confidential
information that may affect PCL’s operations;
viii. SRR is responsible for the valuation report and its final conclusion; and
ix. SRR has obtained information regarding the legal status of the PCL Shares from the
Company.
d. Object of Valuation
The object of the valuation is the PCL Shares, representing 100% of the shares in PCL.
e. Valuation Date
The valuation date is set as 31 December 2025. This date has been determined based on
the purpose and objective of the valuation.
f. Valuation Approaches and Methods
The valuation approaches applied in valuing the PCL Shares are:
- the income approach using the Discounted Cash Flow (DCF) method; and
- the market approach using the Guideline Publicly Traded Company method.
The values derived from each approach are subsequently reconciled through weighting to
arrive at the final concluded value of the PCL Shares.
g. Valuation Conclusion
Based on the analysis of all data and information received, and after considering all relevant
factors affecting the valuation, in our opinion, the market value of the PCL Shares as of 31
December 2025 is IDR 1.932 billion.
3. Fairness Opinion Report on the Share Transfer Transaction
14
Page 15
The following is a summary of the fairness opinion report No. 00144/2.0059-
02/BS/03/0242/1/IV/2026 dated 1 April 2026, prepared by KJPP SRR (the “Fairness
Opinion”):
a. Parties to the Transaction
The parties involved in the Share Transfer Transaction are as follows:
- The Company, acting as the parent entity of SPU and MIG, which hold share ownership
of 5,549,999 shares and 1 share, respectively, representing 99.999982% and
0.000018% in SFI, and share ownership of 91,346 shares and 3,750 shares,
respectively, representing 96.056616% and 3.943384% in PCL;
- MIG, acting as the transferor of all its ownership of the SFI Shares and PCL Shares,
including all rights and interests attached thereto, to MSE;
- SPU, acting as the transferor of all its ownership of the SFI Shares and PCL Shares,
including all rights and interests attached thereto, to FOD;
- MSE, acting as the transferee receiving the SFI Shares and PCL Shares, including all
rights and interests attached thereto, from MIG; and
- FOD, acting as the transferee receiving the SFI Shares and PCL Shares, including all
rights and interests attached thereto, from SPU.
b. Object of the Fairness Opinion
The object of the Fairness Opinion is the transfer of the SFI Shares and the PCL Shares.
c. Purpose of the Fairness Opinion
The purpose of the Fairness Opinion is to provide an assessment of the fairness of the
Share Transfer Transaction. The preparation of the Fairness Opinion is intended to comply
with POJK No. 42/POJK.04/2020.
d. Assumptions and Limiting Conditions
The assumptions and limiting conditions applied in this Fairness Opinion are as follows:
i. The Fairness Opinion constitutes a non-disclaimer opinion;
ii. SRR has reviewed the documents used in the preparation of the Fairness Opinion;
iii. The data and information obtained are derived from reliable sources;
iv. The analysis in the preparation of the Fairness Opinion is based on adjusted financial
projections reflecting the reasonableness of projections prepared by the Company’s
management, taking into account their achievability (fiduciary duty);
v. SRR is responsible for the preparation of the Fairness Opinion and the reasonableness
of the financial projections;
vi. The Fairness Opinion is intended for public disclosure, except for confidential
information that may affect the Company’s operations;
vii. SRR is responsible for the Fairness Opinion and its conclusion; and
viii. SRR has obtained information regarding the terms and conditions of the agreements
related to the Share Transfer Transaction from the Company.
The Fairness Opinion has been prepared based on market conditions, economic
conditions, general business conditions, financial conditions, and prevailing government
regulations as of the effective date of the Fairness Opinion.
In preparing the Fairness Opinion, we have also relied on several additional assumptions,
including that all conditions and obligations of the Company and all parties involved in the
Share Transfer Transaction will be fulfilled, the Share Transfer Transaction will be executed
in accordance with the procedures and within the timeframe stipulated in the relevant
transaction documents, and other related matters as represented by the Company’s
management, particularly with respect to the Company’s obligations under the transaction
documents. We have also assumed that from the date of the Share Transfer Transaction
15
Page 16
up to the issuance date of the Fairness Opinion, there are no material changes that would
affect the assumptions used in the preparation of the Fairness Opinion.
e. Approaches and Procedures in Evaluating the Transaction
In evaluating the fairness of the Share Transfer Transaction, SRR has performed:
• Qualitative and Quantitative Analysis of the Share Transfer Transaction
The qualitative and quantitative analysis includes a review of the relevant industry to
provide an overview of industry performance, an analysis of the Company’s business
operations and prospects, the rationale for the Share Transfer Transaction, the
advantages and disadvantages of the transaction, and an analysis of the Company’s
historical financial performance based on its consolidated financial statements for the
years ended 31 December 2021 through 31 December 2025, which have been audited.
Furthermore, SRR has conducted an analysis of pro forma financial statements and an
incremental analysis of the Share Transfer Transaction. Upon the effectiveness of the
transaction, based on the Company’s consolidated financial projections, the
transaction is expected to improve the Company’s consolidated financial performance
and create added value for all shareholders.
• Analysis of the Fairness of the Share Transfer Transaction
Based on the fairness analysis conducted, including price fairness analysis and
transaction impact analysis, it is concluded that the transaction price is fair, as the
transfer value of SFI Shares and PCL Shares is higher by 0.22% and 3.36%,
respectively, compared to the respective market values of the transaction objects. In
addition, based on the transaction impact analysis, it is concluded that the Share
Transfer Transaction will provide benefits to the Company’s shareholders.
f. Conclusion
Based on the fairness analysis of the Share Transfer Transaction that has been conducted,
SRR is of the opinion that the Share Transfer Transaction is fair.
STATEMENT OF THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF
THE COMPANY
This Disclosure of Information has been approved by the Board of Directors and the Board of
Commissioners of the Company. The Board of Directors and the Board of Commissioners of the
Company, either individually or jointly, hereby declare that:
1. In accordance with the provisions of Article 3 of OJK Regulation No. 42/2020, the Acquisition
Transactions has undergone adequate procedures to ensure that the Affiliated Transaction has
been conducted in accordance with generally accepted business practices;
2. The Acquisition Transactions as described above constitutes an Affiliated Transaction but does
not contain any Conflict of Interest as referred to in OJK Regulation No. 42/2020, and does not
constitute a material transaction as referred to in OJK Regulation No. 17/2020 on Material
Transactions and Changes in Business Activities; and
3. To the best of our knowledge, all material information relating to the Acquisition Transactions in
this Disclosure of Information has been fully disclosed, and such information is not misleading.
ADDITIONAL INFORMATION
Should the shareholders of the Company require further information in connection with the Acquisition
Transactions, please contact:
16
Page 17
PT LIPPO KARAWACI TBK
Sekretaris Perusahaan
Menara Matahari Lt.22, Jl. Boulevard Palem Raya No.7
Lippo Karawaci Central
Tangerang 15810, Indonesia
Telepon: +62 21 2566 9000
Faksimili: +62 21 2566 9098
website: www.lippokarawaci.co.id
email: corsec@lippokarawaci.co.id
17
Names mentioned 39 people and organisations named in the text · linked when the evidence is strong
unresolved
org
PT Fortuna Optima Distribusi. Disclosure Information
p.2
unresolved
org
Minister of Law
p.2 ×6
unresolved
org
PT Matahari Super Ekonomi.
p.2
unresolved
org
Financial Services Authority
p.2 ×2
unresolved
org
PT Prima Cipta Lestari. OJK Regulation
p.2
unresolved
org
PT Sunshine Food International. SPU
p.2
unresolved
org
PT Sunshine Prima Utama. Affiliated Transaction
p.2
unresolved
person
Sriwi Bawana Nawaksari
· Notaris
p.3 ×29
unresolved
org
KJPP Suwendho Rinaldy
p.3
unresolved
person
Myra Yuwono
· Notaris
p.4 ×7
unresolved
org
Minister of Law and Human Rights
p.4 ×11
unresolved
org
PT Karyaindah Cipta Prima
p.4
unresolved
org
PT Maharama Sakti
p.5
unresolved
person
Eveline Suriahudaja Konig
· Notaris
p.6
unresolved
org
Minister of Justice
p.6
unresolved
org
Central Jakarta District Court
p.6
unresolved
person
Julijanti Sundjaja
· Notaris
p.9
unresolved
person
Herlinda
· Notaris
p.9
unresolved
org
PT Inti Anugerah Pratama
p.10
unresolved
org
PT Inti Anugerah Pratama. With
p.10 ×2
unresolved
org
PT Inti Anugerah Pratama. EXPLANATION
p.10
unresolved
org
Kantor Jasa Penilai Publik Suwendho Rinaldy dan Rekan
p.12
unresolved
org
Kantor Jasa Penilai Publik Suwendho Rinaldy
p.12
unresolved
org
KJPP SRR
p.12 ×3
unresolved
org
Ministry of Finance
p.12
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
Rule parser
Needs review
confidence 0.091
4739 ms
12 Sep 2026 22:30
Raw output
{'appraiser_exempt': None,
'appraiser_name': '',
'assets': [],
'currency': None,
'fact_type': '',
'issuer_name': '',
'kind': 'MATERIAL_FACT',
'kjpp_name': '',
'letter_number': '',
'object_text': '',
'object_truncated': False,
'parties': [],
'pct_of_equity': None,
'reference_period': '',
'requires_rups': None,
'rups_date': None,
'ticker': '',
'transaction_date': None,
'valuation_date': None,
'value': None}