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INFORMATION DISCLOSURE IN ACCORDANCE WITH AFFILIATED TRANSACTIONS
THIS INFORMATION DISCLOSURE IS MADE AND ADDRESSED IN ORDER TO FULFILL FINANCIAL SERVICE
AUTHORITY NO. 42/POJK.04/2020 DATED 2 JULY 2020 ON AFFILIATED TRANSACTION AND CONFLICT INTEREST
TRANSACTION (“POJK NO. 42/2020”)
PT BANK MANDIRI (PERSERO) TBK (“COMPANY”)
Main Business Activity:
Engaged in the Banking Sector
Domiciled in Jakarta, Indonesia
Head Office:
Jalan Jenderal Sudirman Kav 54-55
Jakarta 12190
Ph 14000 (hunting), +62-21 5299777
Email: corporate.secretary@bankmandiri.co.id
Website: www.bankmandiri.co.id
THIS INFORMATION DISCLOSURE IS IMPORTANT TO BE READ AND OBSERVED BY THE COMPANY’S
SHAREHOLDERS REGARDING AFFILIATED TRANSACTIONS.
IF YOU HAVE ANY DIFFICULTY TO UNDERSTAND THE INFORMATION AS CONTAINED IN THIS
INFORMATION DISCLOSURE, YOU SHOULD CONSULT WITH ANY SECURITIES INTERMEDIARY TRADERS,
INVESTMENT MANAGER, LEGAL COUNSEL, PUBLIC ACCOUNTANT OR OTHER PROFESSIONAL
ADVISORS.
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY, EITHER INDIVIDUALLY OR
COLLECTIVELY, ARE FULLY RESPONSIBLE FOR THE COMPLETENESS AND CORRECTNESS OF ALL INFORMATION
OR MATERIAL FACTS CONTAINED IN THIS DISCLOSURE AND CONFIRMING THAT THE MATERIALS DICLOSED WITHIN
THIS INFORMATION DISCLOSURE ARE CORRECT AND THERE ARE NO THE UNDISCLOSED MATERIAL FACTS WHICH
MAY CAUSE THE MATERIAL INFORMATION IN THIS INFORMATION DISCLOSURE TO BE INCORRECT AND/OR
MISLEADING.
UPON CAREFUL EXAMINATION, THE COMPANY'S BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS,
SEVERALLY OR COLLECTIVELY, DECLARE THAT THIS TRANSACTION DOES NOT COMPRISE A CONFLICT OF
INTEREST AS SET FORTH IN POJK NO. 42/2020.
THE BOARD OF DIRECTORS OF THE COMPANY, EITHER INDIVIDUALLY OR COLLECTIVELY, DECLARES THAT THIS
AFFILIATED TRANSACTION FOLLOWS ADEQUATE PROCEDURES TO ENSURE THAT THE AFFILIATED TRANSACTION
IS CONDUCTED IN ACCORDANCE WITH THE GENERAL APPLICABLE BUSINESS PRACTICES.
Jakarta, April 2, 2026
Board of Directors of Company
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DEFINITION
Affiliate : Affiliate as stated in Article 1 paragraph (1) POJK No. 42/2020
Affiliated Transaction : Affiliated Transaction as stated in Article 1 paragraph (3) POJK No. 42/2020
Bank Mandiri : PT Bank Mandiri (Persero) Tbk
Board of Commissioners : Board of Commissioners of LLC
Board of Directors : Board of Directors of LLC
BP BUMN : Badan Pengaturan Badan Usaha Milik Negara
BPI Danantara : Badan Pengelola Investasi Daya Anagata Nusantara
Company : PT Bank Mandiri (Persero) Tbk
Conflict of Interest : Conflict of Interest as stated in Article 1 paragraph (4) POJK No. 42/2020
CSPA : Conditional Share Purchase Agreement dated April 1,2026 between Mansek
and Koperasi Konsumen Pegawai PT Bank Mandiri (Persero) Tbk as the
sellers with DAM as the buyer in relation to the sellers’ shares in MMI
DAM : PT Danantara Asset Management
INA : The Indonesia Investment Authority (INA) is Indonesia’s Sovereign Wealth
Fund (SWF), established in December 2020 to strengthen the national
economic foundation and create long-term value for future generations. The
legal basis for INA’s governance was stipulated under UU No. 11 of 2020, which
was subsequently revoked and replaced by UU No. 6 of 2023 concerning the
Stipulation of Government Regulation in Lieu of UU No. 2 of 2022 on Job
Creation as Law.
Information Disclosure : The information as stated in this Information Disclosure is in order to fulfill
POJK No. 42/2020
Kepala BP BUMN : Head of Badan Pengaturan Badan Usaha Milik Negara
KJPP : Public Appraiser Office
KJPP NDR Nirboyo Adiputro, Dewi Apriyanti & Partner Public Appraiser Office
LLC : Limited Liability Company
Mandiri MCO : Koperasi Konsumen Pegawai PT Bank Mandiri Persero Tbk
Mansek : PT Mandiri Sekuritas
Menkum : Menteri Hukum Republik Indonesia
Minister of Law : Minister of Law of the Republic Indonesia
MMI : PT Mandiri Manajemen Investasi
OJK : The Otoritas Jasa Keuangan (OJK) is an independent institution free from
interference by other parties, which performs regulatory, supervisory,
inspection, and investigative functions, duties, and authorities (as stipulated in
UU No. 21 of 2011 concerning the Otoritas Jasa Keuangan, as amended by
UU No. 4 of 2023 concerning the Pengembangan dan Penguatan Sektor
Keuangan. OJK has replaced Bapepam-LK).
POJK No. 17/2020 : Peraturan OJK No. 17/POJK.04/2020 concerning Transaksi Material dan
Perubahan Kegiatan Usaha
POJK No. 42/2020 : Peraturan OJK No. 42/POJK.04/2020 concerning Transaksi Afiliasi dan
Transaksi Benturan Kepentingan
SOE : State-Owned Enterprise (Badan Usaha Milik Negara)
UU BUMN : UU No. 19 of 2003 concerning SOE, as most recently amended by UU No. 16
of 2025 concerning the Fourth Amendment to UU No. 19 of 2003 concerning
Badan Usaha Milik Negara.
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INTRODUCTION
This Information Disclosure is prepared to fulfill the provisions of POJK No. 42/2020, which require the Company to provide
Information Disclosure regarding Affiliated Transaction carried out by Mansek and Mansek’s Affiliate (DAM), whereby the Company
is required to announce such Affiliated Transaction to the public no later than 2 (two) working days after the occurrence of the
Affiliated Transaction.
Aligned with the matters mentioned above, the Company’s Board of Directors hereby announces this Information Disclosure.
Through this Information Disclosure, the Company will provide explanations, considerations, and reasons for carrying out the
Affiliated Transaction. This Information Disclosure will describe the object of the Affiliated Transaction, including the value of the
Affiliated Transaction, the parties carrying out the Affiliated Transaction and the nature of the Affiliate relationship in relation to the
Affiliated Transaction conducted.
DESCRIPTION REGARDING AFFILIATED TRANSACTION
I. BACKGROUND, REASONS AND PURPOSES OF TRANSACTION
BPI Danantara is an institution assigned to carry out government duties in the management of SOE as regulated under the
UU BUMN. DAM, as the Operational Holding, has expressed its interest in acquiring shares of MMI from Mansek and Mandiri
MCO.
MMI is an investment management company in Indonesia established on October 26, 2004, as a result of the spin-off of
Mansek’s business activities, and currently serves as a subsidiary of Mansek with share ownership of 99.93% held by Mansek
and 0.07% held by Mandiri MCO. Following such interest, on April 1, 2026, a CSPA was executed which regulates the
proposed transfer of 1,499 shares owned by Mansek and 1 share owned by Mandiri MCO (the “Sold Shares”) to DAM (the
“Transfer of MMI Shares”). The completion of the Affiliated Transaction is subject to the fulfillment of the conditions set forth
in the CSPA, including obtaining the required approvals in accordance with the prevailing laws and regulations (the
“Completion of the Affiliated Transaction”).
Considering that DAM and Mansek constitute affiliated parties pursuant to Article 1 paragraph 1 of POJK No. 42/2020, the
Transfer of MMI Shares constitutes an Affiliated Transaction.
The share purchase price for the Sold Shares as agreed in the CSPA amounts to IDR1,025,000,000,000 (one trillion twenty-
five billion Rupiah) (the “Transaction Value”).
This transaction does not constitute a material transaction as regulated under POJK No. 17/2020, considering that the
Transaction Value is equivalent to 0.32% (zero point thirty-two percent) of the Company’s equity based on the Company’s
consolidated interim statement of financial position as of October 31, 2025 and therefore does not reach the material
transaction threshold of 20% (twenty percent) as stipulated in Article 3 Paragraph 1 of POJK No. 17/2020.
In addition, based on the financial statements of MMI and the Company’s consolidated financial statements as of October 31,
2025, MMI’s total assets divided by the Company’s consolidated total assets amount to 0.02% (zero point zero two percent),
MMI’s net profit divided by the Company’s consolidated net profit amount to 0.08% (zero point zero eight percent), and MMI’s
operating revenue divided by the Company’s consolidated operating revenue amount to 0.32% (zero point thirty-two percent),
whereby based on such figures the transaction does not reach the material transaction threshold of 20% (twenty percent) as
stipulated in Article 3 paragraph 2 of POJK No. 17/2020. Accordingly, the Transfer of MMI Shares does not constitute a
material transaction and therefore does not require approval from the General Meeting of Shareholders.
II. EXPLANATION, CONSIDERATIONS, AND REASONS FOR UNDERTAKING THE AFFILIATED TRANSACTION AS
COMPARED TO CARRYING OUT ANOTHER SIMILAR TRANSACTION WITH AN AFFILIATED PARTY
This transaction is carried out between affiliated parties considering that the Transfer of MMI Shares forms part of an initiative
by DAM, as the largest holder of Series B shares in Bank Mandiri and as the Operational Holding pursuant to UU BUMN,
which has the mandate to carry out the operational management of State-Owned Enterprises (BUMN), in order to support the
planned consolidation of asset management companies within the ecosystem of DAM’s subsidiaries. In this regard, synergy
among affiliated parties is required to realize the intended objectives. This Share Transfer is expected to enhance the potential
for business synergies and complement existing capabilities, thereby providing broader and more optimal benefits to the
public.
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III. DATE OF AFFILIATED TRANSACTION
The date of the Affiliated Transaction is April 1, 2026, which is the date of the signing of the CSPA.
IV. AFFILIATED TRANSACTION OBJECT
The object of the Affiliated Transaction is the Sold Shares to be transferred by Mansek to DAM at the price agreed under the
CSPA, amounting to IDR1,024,316,666,667 (one trillion twenty-four billion three hundred sixteen million six hundred sixty-six
thousand six hundred sixty-seven Rupiah).
V. AFFILIATED TRANSACTION VALUE
Referring to the fairness opinion report prepared by KJPP NDR, the value of the Affiliated Transaction for 1,499 shares,
representing 99.93% of the shares of MMI owned by Mansek, with a cut-off date of October 31, 2025, amounts to
IDR1,024,316,666,667 (one trillion twenty-four billion three hundred sixteen million six hundred sixty-six thousand six hundred
sixty-seven Rupiah).
VI. PARTIES TO THE AFFILIATED TRANSACTION
Mansek
Brief History
Mansek is a company engaged in the businesses of securities brokerage, securities underwriting, investment management,
and financial advisory services. Established on July 31, 2000, Mansek is a securities company formed through the merger of
several securities companies within the Company’s group, namely Bumi Daya Sekuritas, Exim Securities, and Merincorp
Securities Indonesia.
Mansek obtained its business licenses as a securities broker and securities underwriter from Bapepam-LK based on Decree
No. KEP-12/PM/1992 and No. KEP-13/PM/1992 dated January 23, 1992. In 2004, Mansek’s business license as an
investment manager was transferred to its subsidiary, namely MMI, based on the Decree of the Chairman of Bapepam-LK
No. KEP-11/PM-MI/2004 dated December 28, 2004.
Mansek is domiciled and headquartered at Menara Mandiri I, 24th – 25th Floor, Jl. Jend. Sudirman Kav. 54 – 55, Jakarta
12190, Indonesia.
Capital Structure and Shareholding Composition
Nominal Value IDR1,000 per Share
Description Nominal Value Percentage
Number of Shares
(IDR) (%)
Authorized Capital 1,000,000,000 1,000,000,000,000
1. PT Bank Mandiri (Persero) Tbk 638,499,999 638,499,999,000 99.99%
2. Koperasi Konsumen Pegawai PT Bank Mandiri 1 1,000 0.01%
Persero Tbk (“Mandiri MCO”)
Issued & Paid-Up Capital 638,500,000 638,500,000,000 100.00%
Shares in Portfolio 361,500,000 361,500,000,000
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Board of Directors & Board of Commissioners
Board of Directors
President Director : Mohamad Oki Ramadhana
Director : Juwita Lestari*
Director : Theodora V.N. Manik
Director : Alex Widi Kristiono
Director : Faisal Rino Bernando*
Board of Commissioners
President Commissioner / Independent : Hoesen
Commissioner : Muhammad Amir Uskara*
*Effective upon obtaining approval from the OJK following the completion of the fit and proper test.
DAM
Brief History
Based on UU BUMN, particularly Article 3AK, DAM as the operational holding is a legal entity in the form of a limited liability
company whose entire shares are owned by BPI Danantara to carry out the operational management of SOE.
As part of the Danantara ecosystem, DAM has the mission to create adaptive and competitive SOE that are capable of
generating both economic and social value. DAM performs the function of managing the SOE portfolio, including Bank Mandiri,
with DAM holding the largest portion of Series B shares in Bank Mandiri.
DAM is domiciled and headquartered at Wisma Danantara Indonesia, Jl. Gatot Subroto Kavling 36–38, South Jakarta, 12190,
Indonesia.
Capital Structure and Shareholding Composition
Nominal Value IDR1,000,000 per Share
Description Nominal Value Percentage
Number of Shares
(IDR) (%)
Authorized Capital 4,149,208,000 4,149,208,000,000,000
Badan Pengelola Investasi Daya
1,042,725,000 1,042,725,000,000,000 100%
Anagata Nusantara
Issued & Paid-Up Capital 1,042,725,000 1,042,725,000,000,000 100%
Shares in Portfolio 3,106,483,000 3,106,483,000,000,000
Board of Directors & Board of Commissioners
Board of Directors
President Director : Dony Oskaria
Director : Setyanto Hantoro
Director : Febriany Eddy
Director : Sahala Situmorang
Director : Agus Dwi Handaya
Director : Riko Banardi
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Board of Commissioners
President Commissioner : Rabin Indrajad Hattari
Commissioner : Bambang Sugeng Rukmono
Independent Commissioner : Agus Sugiarto
Independent Commissioner : Haryo Baskoro Wicaksono
VII. NATURE OF AFFILIATED RELATIONSHIP OF THE PARTIES IN CONDUCTING THE AFFILIATED TRANSACTION
The Affiliated relationship in connection with the Transfer of MMI Shares arises due to the existence of control by the same
party, either directly or indirectly, over the parties conducting the transaction. In this regard, Mansek and DAM, as the parties
to the Transfer of MMI Shares transaction, are indirectly controlled by the Republic of Indonesia.
Further description of the Affiliated relationship between Mansek and DAM is as follows:
1. Mansek
A total of 99.99% (ninety-nine-point ninety-nine percent) of the shares in Mansek are owned by the Company and 0.01%
(zero-point zero one percent) are owned by Mandiri MCO. A total of 51.48% (fifty-one point forty-eight percent) of the
shares in the Company are owned by DAM, 0.52% (zero point fifty-two percent) are owned by BP BUMN, 8% (eight
percent) of the shares in the Company are owned by INA, and 40% (forty percent) of the shares in the Company are
owned by the public. BP BUMN and INA are institutions directly controlled by the Republic of Indonesia, while DAM is
indirectly controlled by the Republic of Indonesia.
2. DAM
DAM is directly controlled by BPI Danantara, and BPI Danantara is directly controlled by the Republic of Indonesia.
MATERIAL INFORMATION IN ACCORDANCE WITH THE AFFILATED TRANSACTION
The proposed Transfer of MMI Shares is based on the CSPA dated 1 April 2026 between Mansek and Mandiri MCO as the Sellers
and DAM as the Buyer in relation to the Sellers’ shares in MMI.
Furthermore, the capital structure and shareholding composition of MMI after the completion of the Transfer of MMI Shares
transaction will be as follows:
Nominal Value IDR1,000,000 per Share
Description Number of Nominal Value Percentage
Shares (IDR) (%)
PT Danantara Asset Management 1,500 60,000,000,000 100%
Issued and Paid-Up Capital 1,500 60,000,000,000 100%
SUMMARY OF THE APPRAISER’S REPORT ON THE OBJECT OF THE AFFILIATED TRANSACTION
The summary of the valuation report on 1,500 shares, representing 100% of the total issued shares of MMI owned by Mansek, as
outlined in the report issued by KJPP NDR No. 00233/2.0018-00/BS/09/0654/1/III/2026 dated March 3, 2026 (the “Valuation
Report”), is as follows:
a) Party that Conducts Valuation
The valuation has been conducted by Public Appraiser Satya Bima Nugraha, S.E., MAPPI (Cert.), who serves as Partner at
KJPP NDR, holding Appraiser License No. B-1.23.00654 issued by the Ministry of Finance of the Republic of Indonesia and
registered at the OJK Capital Market and Non-Bank Financial Industry Sector in the Republic of Indonesia under registration
No. STTD.PB-58/PM.021/2024 and No. 304/PD.021/STTD-P/2024, respectively.
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b) Object of Valuation
MMI is an investment management company in Indonesia established on October 26, 2004, as a result of the spin-off of PT
Mandiri Sekuritas’ business activities. This spin-off was carried out based on the Decree of the Chairman of Bapepam-LK No.
48/PM/2004 dated December 28, 2004. MMI obtained its license as an Investment Manager pursuant to the Decree of the
Chairman of Bapepam-LK No. 11/PM/MI/2004 dated December 28, 2004, which resulted in the transfer of all investment
management activities, including the related rights and obligations, from Mansek to MMI.
The object of the valuation is 1,500 shares, representing 100% (one hundred percent) of the total issued shares of MMI owned
by Mansek, consisting of 99.93% (ninety-nine point ninety-three percent) owned by Mansek and 0.07% (zero point zero seven
percent) owned by Mandiri MCO.
c) Objective of Valuation
The valuation was conducted to express an opinion on the Market Value of the valuation object as of the valuation date, stated
in Indonesian Rupiah, which will be used for the proposed Transfer of MMI Shares as of October 31, 2025.
d) Assumptions & Limiting Conditions
Assumptions
This valuation depends on the following:
1. KJPP NDR assumes that the valuation object is a going concern and will continue its operations in the foreseeable
future, managed by professional and competent management;
2. All data and information received from, and based on the best knowledge and efforts of, Mansek in relation to this
valuation are relevant, accurate, and reliable;
3. All statements, data, and information contained in this valuation report are relevant, accurate, and accountable in
accordance with generally accepted valuation procedures and have been presented in good faith;
4. KJPP NDR has obtained information regarding the legal status of the valuation object from Mansek; however, KJPP
NDR have not independently verified its validity;
5. There are no material and significant changes in the political, economic, and legal environment in which the valuation
object operates;
6. There are no material and significant changes in the management composition of the valuation object;
7. There are no material and significant changes in the applicable laws and regulations that would affect the revenue of the
valuation object in conducting its business;
8. There are no material and significant changes in labor costs and other significant expenses;
9. There are no material and significant disruptions in industrial relations or labor associations;
10. There are no material and significant changes in the accounting policies adopted by the valuation object;
11. There are no material and significant changes in industry technology and market competition in which the valuation
object operates.
Limiting Conditions
1. The Valuation Report is issued on a non-disclaimer opinion basis;
2. The Valuation Report has been prepared in accordance with the stated purpose and objective of the valuation; therefore,
it may not be used and/or quoted for any other purpose;
3. The Valuation Report is open to the public, except for any confidential information that may affect the company’s
operations;
4. The value stated in the Valuation Report, as well as any other values contained therein that form part of the valuation
object, are valid solely for the stated purpose and objective of the valuation. The values presented in the Valuation Report
must not be used for any other valuation purpose, as such use may result in misinterpretation;
5. The information provided by Mansek to KJPP NDR, based on its best knowledge and efforts as stated in the Valuation
Report, is considered reasonable and reliable; however, KJPP NDR shall not be held responsible if such information is
later proven to be inaccurate. Information presented without explicit reference to its source constitutes the result of KJPP
NDR’s analysis of available data, review of documents, and/or information obtained from relevant government authorities;
6. The valuation performed by KJPP NDR is based on data and information provided by Mansek. As the results of the
valuation are highly dependent on the completeness, accuracy, and presentation of such data, as well as the underlying
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assumptions, any changes to the data, including new public information, findings from specific investigations, or
information from other sources, may affect the valuation results. Accordingly, KJPP NDR emphasizes that any changes
to the data used may materially impact the valuation outcome, and such differences may be material. While this Valuation
Report has been prepared in good faith and in a professional manner, KJPP NDR shall not be held liable for any
differences in conclusions arising from additional analysis or changes in the underlying data used in the valuation;
7. KJPP NDR utilizes financial projections obtained from Mansek and has adjusted reflect the reasonableness of such
projections in line with their achievability (fiduciary duty). KJPP NDR is responsible for the execution of the valuation
and for the reasonableness of the adjusted financial projections;
8. KJPP NDR is responsible for the Valuation Report and the value conclusion.
9. KJPP NDR shall not be responsible for reaffirming or updating this valuation due to events occurring after the date of
the Valuation Report (subsequent events).
10. The Valuation Report shall be deemed valid only if it bears the official seal of KJPP NDR on the signature page of the
responsible party.
e) Approach and Procedure for Appraisal
KJPP NDR conducted the valuation of 1,500 shares, representing 100% of the total issued shares of MMI owned by Mansek.
The valuation engagement and the preparation of this report have been conducted in accordance with OJK Regulation No.
35/POJK.04/2020 concerning Business Valuation Reports in the Capital Market, OJK Circular Letter No. 17/SEOJK.04/2020
concerning Guidelines for Valuation and Presentation of Business Valuation Reports in the Capital Market, the Indonesian
Valuation Code of Ethics, and the Indonesian Valuation Standards VII-2018.
The valuation approaches applied are the Market Approach and the Income Approach.
1. The Market Approach is a valuation approach performed by comparing the valuation object with other comparable
objects operating in the same or similar industry.
The valuation method used under this approach is the Guideline Publicly Traded Company Method, which compares
the valuation object with publicly listed companies on local or international stock exchanges that are comparable and
operate in similar industries. The valuation ratio used as a benchmark in this valuation is the price-to-book value ratio
(P/BV Ratio) and price-to-earnings ratio (P/E).
The P/BV Ratio is a valuation ratio calculated by comparing a company’s market capitalization with its book value. The
Price-to-Earnings (P/E) ratio is a valuation metric calculated by comparing a company’s market capitalization to its net
income (earnings) over a given accounting period.
2. The Income Approach is a valuation approach that provides an indication of value by anticipating and quantifying the
ability of the valuation object to generate returns that will be received in the future.
The method used under this approach is the Discounted Cash Flow Method, which involves projecting cash flows over
a certain period based on the business plan of the valuation object. The cash flow used in this method is free cash flow
to equity.
The reasons for selecting the approaches and methods used are as follows:
Market data of comparable companies are available on the stock exchange; and
The valuation object is a company with sustainable future operations and is managed by professional and competent
management (going concern).
The Cost Approach was not applied as the valuation object is neither a newly established business, an
investment/holding company, nor a company that does not reflect a going concern.
f) Conclusion
Based on the valuation results using the above approaches and methods, and after considering all relevant data and
information as well as the analysis performed on various factors affecting the value of the valuation object, including the
assumptions and limiting conditions set out in the Valuation Report, KJPP NDR concludes that the Market Value of 1,500
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shares, representing 100% of the total issued shares in MMI as of October 31, 2025, amounts to IDR1,004,939,000,000 (one
trillion four billion nine hundred thirty-nine million Rupiah).
Accordingly, the value of 1,499 shares, representing 99.93% of the total issued shares in MMI owned by Mansek as of October
31, 2025, amounts to IDR1,004,269,040,667 (one trillion four billion two hundred sixty-nine million forty thousand six hundred
sixty-seven Rupiah).
SUMMARY OF ASSESSMENT REPORTS REGARDING THE FAIRNESS OF AFFILIATED TRANSACTIONS
Summary of fairness opinion report on the planned transfer of 1,499 shares or the equivalent of 99.93% of all MMI issued shares
owned by Mansek to DAM (“Transaction Plan”) as outlined in the Independent Appraisal Report published by KJPP NDR No.
00266/2.0018-00/BS/09/0654/I/III/2026 dated March 31, 2026 (“Fairness Opinion Report”) is as follows:
I. Party That conducts The Assessment
This assessment has been carried out by Public Appraiser Satya Bima Nugraha, S.E., MAPPI (Cert.) who is a Partner at
KJPP NDR with Appraiser Permit No. B-1.23.00654 from the Ministry of Finance of the Republic of Indonesia and registered
at the OJK Capital Market and Non-Bank Financial Industry Sector in the Republic of Indonesia under registration No.
STTD.PB-58/PM.021/2024 and No. 304/PD.021/STTD-P/2024, respectively.
II. Assessment Summary
a) Object of Assessment
The object of the assessment is the preparation of a Fairness Opinion on the Transaction Plan for the transfer of 1,499 shares
or the equivalent of 99.93% of all MMI issued shares belonging to Mansek to DAM with a Transaction Plan value of
IDR1,024,316,666,667 (one trillion twenty-four billion three hundred sixteen million six hundred sixty-six thousand six hundred
sixty-seven Rupiah).
b) Objective of Fairness Opinion
The implementation of this assessment is intended to provide a fairness opinion on the Transaction Plan which is intended to
comply with the provisions of POJK No. 42/2020.
Based on the explanation from the Company's management, the Transaction Plan meets the provisions in POJK No. 42/2020
but does not include material transactions and changes in business activities because the value of the Proposed Transaction
is below 20% (twenty percent) of the Company's equity, namely 0.32% (zero-point three two percent) of the Company’s equity
as of October 31, 2025.
c) Assumptions & Limiting Conditions
Assumptions
This assessment depends on the following:
1. KJPP NDR assumes that the proposed transaction will be carried out as described by the management of Mansek and
in accordance with the agreement, as well as the accuracy of the information regarding the proposed transaction as
disclosed by management in the draft agreement received by KJPP NDR;
2. KJPP NDR assumes that from the date of issuance of the valuation report up to the effective date of the proposed
transaction, there will be no changes that would materially affect the assumptions used in the preparation of the fairness
opinion;
3. KJPP NDR assumes that the transacting parties are going concerns and will continue their operations in the future,
managed by professional and competent management;
4. All data and information received from Mansek in relation to this valuation are relevant, accurate, and reliable;
5. All statements, data, and information contained in this report are relevant, accurate, and accountable in accordance
with generally accepted valuation procedures and have been presented in good faith;
6. KJPP NDR has obtained information regarding the legal status of the transacting parties; however, KJPP NDR has not
conducted independent verification of its validity;
7. There are no material and significant changes in the political, economic, and legal environment in which the Company
operates;
8. There are no material and significant changes in the management composition of the Company;
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9. There are no material and significant changes in the applicable laws and regulations that would affect the Company’s
revenue in conducting its business;
10. There are no material and significant changes in labor costs and other significant expenses;
11. There are no material and significant disruptions in industrial relations or labor associations;
12. There are no material and significant changes in the accounting policies adopted by the Company;
13. There are no material and significant changes in industry technology and market competition in which the Company
operates.
Limiting Conditions
1. The report constitutes a non-disclaimer opinion;
2. The report is open to the public, except for confidential information that may affect the Company’s
operations;
3. The fairness opinion stated in the Valuation Report and any analysis results contained therein that form
part of the valuation object are only valid in accordance with the purpose and objective of the valuation.
The fairness opinion and analysis results presented in the Valuation Report must not be used for other
valuation purposes that may lead to misinterpretation;
4. Information provided by Mansek to KJPP NDR is deemed appropriate and reliable; however, KJPP NDR
shall not be responsible if such information is proven to be inconsistent with the actual facts. Information
stated without specifying the source represents the result of our review of available data, examination of
documents, or information obtained from authorized government institutions. The responsibility to verify
the accuracy of such information lies entirely with Mansek;
5. The valuation conducted by KJPP NDR is based on data and information provided by Mansek. Considering
that the results of our valuation are highly dependent on the completeness, accuracy, and presentation of
the data as well as the underlying assumptions, any changes to the data, including new public information,
information resulting from special investigations, or information obtained from other sources, may affect
the outcome of our valuation. Accordingly, any changes to the data used may affect the valuation results
and any resulting differences may be material. Although this report has been prepared in good faith and
in a professional manner, KJPP NDR shall not be responsible for any differences in conclusions arising from
additional analyses or changes in the underlying data used for the valuation;
6. KJPP NDR have used the Financial Projections obtained from Mansek and have made adjustments to
reflect the reasonableness of such projections in accordance with their achievability (fiduciary duty). KJPP
NDR are responsible for the performance of the valuation and the reasonableness of the adjusted financial
projections;
7. KJPP NDR are responsible for this report and the fairness opinion contained herein;
8. KJPP NDR shall not be responsible for reaffirming or supplementing this valuation as a result of events
occurring after the date of the Valuation Report (subsequent events);
9. The Valuation Report shall be deemed valid if the seal of KJPP Nirboyo Adiputro, Dewi Apriyanti & Rekan
is affixed on the signature page of the party responsible for the report.
d) Approach and Methodology
In preparing the Fairness Opinion Report, KJPP NDR has conducted analyses using approaches and methods in accordance
with the applicable regulations, namely:
1. Analysis of the Proposed Transaction;
2. Qualitative analysis;
3. Quantitative analysis;
4. Analysis of the fairness of the value of the Proposed Transaction; and
5. Analysis of other relevant factors.
e) Conclusion
Based on the fairness opinion analysis that KJPP NDR conducted on the Transaction Plan, KJPP NDR concluded that the
Transaction Plan was to sell 1,499 shares or the equivalent of 99.93% of all MMI issued shares belonging to Mansek to DAM
at the value of the Transaction Plan amounting to IDR1,024,316,666,667 (one trillion twenty-four billion three hundred sixteen
million six hundred sixty-six thousand six hundred sixty-seven Rupiah) as of October 31, 2025 is fair.
Page 11
STATEMENT OF BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS
The Company's Directors and Board of Commissioners stated that in accordance with the provisions of Article 3 POJK No. 42/2020,
Affiliated Transaction have gone through adequate procedures to ensure that Affiliate Transactions are carried out in accordance
with generally accepted business practices.
The Company's Directors and Board of Commissioners are fully responsible for the accuracy of all information contained in this
announcement. Furthermore, in accordance with the provisions of Article 10 letter (i) POJK no. 42/2020, the Board of Directors
and Board of Commissioners of the Company confirm that after conducting sufficient checks, and as far as they know and believe,
this transaction does not contain a Conflict of Interest and all the information contained in this announcement is correct and there
is no other important and relevant information that has not been disclosed so as to cause the information provided in this
announcement to be incorrect and/or misleading.
Any shareholders of the Company who require more detailed information concerning this Information Disclosure, may contact us
during the Company’s business days and working hours at:
PT BANK MANDIRI (PERSERO) TBK
Headquarter:
Jl. Jenderal Sudirman Kav 54-55
Jakarta 12190
Ph 14000 (hunting), +62-21 5299777
Email: corporate.secretary@bankmandiri.co.id
Website: www.bankmandiri.co.id
Names mentioned 30 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Pengaturan Badan Usaha Milik Negara BPI Danantara
p.2
unresolved
org
Pengelola Investasi Daya Anagata Nusantara
p.2
unresolved
org
PT Danantara Asset Management INA
p.2
unresolved
org
Pengaturan Badan Usaha Milik Negara KJPP
p.2
unresolved
org
KJPP NDR
p.2 ×38
unresolved
org
PT Mandiri Sekuritas Menkum
p.2
unresolved
org
Menteri Hukum Republik Indonesia Minister of Law
p.2
unresolved
org
Minister of Law
p.2
unresolved
org
PT Mandiri Manajemen Investasi
p.2
unresolved
org
Bapepam-LK
p.2 ×10
unresolved
org
Milik Negara
p.2 ×2
unresolved
org
Persero Tbk
p.4
unresolved
org
Bank Mandiri. DAM
p.5
unresolved
org
Pengelola Investasi Daya
p.5
unresolved
person
Public Appraiser Satya Bima Nugraha
p.6 ×2
unresolved
org
Ministry of Finance
p.6 ×2
unresolved
org
KJPP NDR’s
p.7
unresolved
org
KJPP Nirboyo Adiputro
p.10
unresolved
org
Dewi Apriyanti & Rekan
p.10
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
4993 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}