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20260303_UNVR_Transaksi Material Tanpa Persetujuan RUPS_32040535_lamp2.pdf
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Unofficial English translation
This unofficial English translation is provided for reference only. In the event of any inconsistency between, or any discrepancy in
the interpretation of, this unofficial English translation and the Indonesian language version, the Indonesian language version shall
prevail.
INFORMATION DISCLOSURE TO SHAREHOLDERS IN RELATION TO THE MATERIAL
TRANSACTION OF PT UNILEVER INDONESIA TBK
THIS INFORMATION DISCLOSURE TO SHAREHOLDERS (“INFORMATION DISCLOSURE”)
IS PREPARED TO COMPLY WITH THE PROVISIONS OF MATERIAL TRANSACTION AS
REFERRED TO IN THE FINANCIAL SERVICES AUTHORITY REGULATION (“POJK”) NO.
17/POJK.04/2020 ON MATERIAL TRANSACTIONS AND CHANGES IN BUSINESS
ACTIVITIES (“POJK 17/2020”)
PT UNILEVER INDONESIA Tbk
(“COMPANY”)
Domiciled in Tangerang Regency
Business Lines:
Engaged in the business of industry, wholesale trading services (distributor) and import trading
for certain products, which include, among others, organic basic chemical products (detergents
and other cleaners etc.), cosmetic products, hair care products, skin care products and hygiene
products (e.g., shampoo, perfume, soap, deodorant, toothpaste and toothbrush) and other related
products whether or not they have medical efficacy, as well as various food and beverage
products. The Company is also engaged in marketing research services, management consulting
services and real estate rental.
Head Office:
Grha Unilever
Green Office Park Kav. 3
Jalan BSD Boulevard Barat, BSD City
Tangerang
15345 Indonesia
Telephone: (021) 80827000
Facsimile: (021) 80827002
www.unilever.co.id
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Unofficial English translation
This unofficial English translation is provided for reference only. In the event of any inconsistency between, or any discrepancy in the
interpretation of, this unofficial English translation and the Indonesian language version, the Indonesian language version shall
prevail.
DEFINITIONS AND ABBREVIATIONS
Unless otherwise stated in this Information Disclosure, all terms written with capital letters have the following
meanings:
“Affiliates” means:
a. family relationship by marriage up to the second degree, both
horizontally and vertically, namely the relationship between a
person and:
1. husband or wife;
2. parents of the husband or wife and husband or wife of the
child;
3. grandparents of a husband or wife and husband or wife of a
grandchild;
4. a relative of the husband or wife and the husband or wife of
the relative concerned; or
5. husband or wife and relatives of the person concerned;
b. family relationship by descent up to the second degree, both
horizontally and vertically, namely the relationship between a
person and:
1. parents and children;
2. grandparents and grandchildren; or
3. a relative of the person concerned;
c. relationship between a party and the party’s employees, directors,
or commissioners;
d. relationship between 2 (two) or more companies where there are
one or more members of the board of directors, management,
board of commissioners, or supervisors who are the same;
e. relationship between a company and a party that, directly or
indirectly, in any way, controls or is controlled by the company or
the party in question in determining the management and/or
policies of the company or the party concerned;
f. relationship between 2 (two) or more companies that are
controlled, either directly or indirectly, in any way, in determining
the management and/or policies of the company by the same
party; or
g. relationship between a company and the Substantial
Shareholder.
“Public Accountant” means the Registered Public Accountants of Siddharta Widjaja &
Rekan (member of KPMG network) as the independent auditor, who
audited the Company’s financial statements for the nine-month period
ended on 30 September 2024.
“Transferred Fixed Assets” means all machinery and other equipment owned by the Company
which are used exclusively in connection with the SariWangi Tea
Business.
“Transferred Assets” has the meaning as described in the Introduction section of this
Information Disclosure at page 6.
“Excluded Assets” means the assets excluded from the Transaction comprise (i) cash,
(ii) inventory, (iii) trade payables, (iv) insurance claims, (v) tax assets,
and (vi) the Excluded Intellectual Property, with the scope of each of
items (i) through (v) as agreed between the Company and the
Purchaser.
“Conflict of Interest” means the difference between the economic interests of the Public
Company and the personal economic interests of members of the
Board of Directors, members of the Board of Commissioners,
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interpretation of, this unofficial English translation and the Indonesian language version, the Indonesian language version shall
prevail.
Substantial Shareholder, or Controller that may harm the said Public
Company.
“SariWangi Tea Business” means the business carried on prior to Completion by the Company
in respect of the researching, developing, manufacturing, and selling
of SariWangi Products, by utilizing the Transferred Assets and by
reference to the ‘SariWangi’ brand, other than the Excluded Business.
“Excluded Business” means the business activities of the Company Group Entities relating
to the research, development, manufacture, sale, and distribution of
tea products under and by reference to the Lipton Brand in Indonesia
and in other jurisdictions.
“BTA” means the Business Transfer Agreement relating to the sale and
purchase of the ‘SariWangi’ Business, dated 6 January 2026, entered
into by and between the Company and the Purchaser in respect of
the sale of the assets and liabilities of the SariWangi Tea Business,
as amended by the Supplementary Letter to the BTA dated 2 March
2026.
“Board of Commissioners” means an organ of a Public Company that is tasked with conducting
general and/or special supervision in accordance with the articles of
association as well as providing advice to the Board of Directors of
the Public Company.
“Board of Directors” means the organ of a Public Company that has the authority and is
fully responsible for the management of the Public Company for the
interests of the Public Company, in accordance with the purposes and
objectives of the Public Company as well as representing the Public
Company, both inside and outside the court in accordance with the
provisions of the articles of association of the Public Company.
“Company Group Entity” means (i) the Company and (ii) any subsidiary or parent company of
the Company, and any subsidiary of such parent company from time
to time, which is the owner of the Transferred Assets.
“Business Day” means a day which is not a Saturday or Sunday or a public holiday in
the Republic of Indonesia.
“IPR” means patent rights, rights in inventions, registered and unregistered
design rights, copyright, database rights, trade marks, service marks
and trading names (including rights in passing off and unfair
competition), trade dress, rights in internet domain names and social
media handles, rights in know-how, trade secrets and confidential
information, and other rights of the same or equivalent effect to any
of the foregoing as may exist anywhere in the world, in each case
whether registered or not, including the right to apply for and any
pending applications for registration of such rights, whether present,
future or contingent, and including, without limitation, all rights in
priority, renewals, extensions, revivals or accrued rights of action in
respect of the same.
“Unregistered Product IP” means any unregistered Intellectual Property related to
manufacturing know-how, copyright or design rights in packaging,
blending formulas and/or blend sheets that is owned by and in the
possession and control of the Seller or any Seller's Group
Undertaking and used exclusively in relation to the Business as
conducted immediately prior to Completion.
“Excluded IP” means:
a. all trademarks (including trade names, brands, or business
names) consisting of or incorporating (in whole or in part) the
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interpretation of, this unofficial English translation and the Indonesian language version, the Indonesian language version shall
prevail.
name UNILEVER or the UNILEVER word mark, the Unilever ‘U’
device, the name or UNILEVER FOOD SOLUTIONS word mark,
the UNILEVER FOOD SOLUTIONS logo, and any other marks
that are confusingly similar to or dilute the value of any of the
foregoing;
b. the ‘Lipton’ brand and its sub-brands, and all trademarks related
to such brands that are owned, licensed, or used by any Company
Group Entity; and
c. intellectual property rights in and to all content:
(i) uploaded to any accounts accessible through any social media
accounts owned by the Company prior to the Effective Time,
which are used exclusively for the SariWangi Tea Business; and
(ii) displayed on any websites under domain name registrations
owned by any Company Group Entity prior to the Effective Time,
which are used exclusively for the SariWangi Tea Business, in
each case, prior to Completion.
“Transferred Employees” means any employee of the Company who is designated to work in
the SariWangi Tea Business as of the Completion Date and who has
consented to be transferred to and employed by the Purchaser.
“Transferred Contracts” means:
a. any manufacturing agreements (contracts) or other commercial
agreements that constitute contracts entered into prior to
Completion by or on behalf of the Company that relate exclusively
to the SariWangi Tea Business, to the extent that, as at
Completion, such contracts remain to be performed, completed,
or remain in force, provided that, for the avoidance of doubt, this
shall not include, inter alia, employment agreements and
consultancy agreements; or
b. any non-exclusive contracts that are transferred (as agreed
between the Company and the Purchaser), provided that, in
respect of such transferred non-exclusive contracts, only the
rights and obligations relating to the SariWangi Tea Business (as
determined in the relevant transfer/amendment instruments) shall
be transferred or granted (as applicable) by the Company to the
Purchaser.
“OJK” means the Financial Services Authority (Otoritas Jasa Keuangan).
“Purchaser” means PT Savoria Kreasi Rasa.
“Shareholders” means the shareholders of the Company.
“Substantial Shareholder” means a party that directly or indirectly owns at least 20% of the voting
rights of all shares with voting rights issued by a company or a lesser
amount as determined by OJK.
“Controlling Shareholder” means a party that, either directly or indirectly:
a. owns more than 50% of the shares of a Public Company with full
voting rights that have been fully paid up; or
b. has the ability to determine, either directly or indirectly, by any
means whatsoever, the management and/or policies of the Public
Company.
“Completion” means the completion of the Transaction, which occurred on the
Completion Date.
“Company” means PT Unilever Indonesia Tbk.
“Public Company” means an issuer that has conducted an equity securities offering or a
public company.
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interpretation of, this unofficial English translation and the Indonesian language version, the Indonesian language version shall
prevail.
“Controlled Company” means a company that is controlled either directly or indirectly by a
Public Company.
“POJK 17/2020” means OJK Regulation No. 17/POJK.04/2020 on Material
Transactions and Changes in Business Activities.
“POJK 42/2020” means OJK Regulation No. 42/POJK.04/2020 on Affiliated
Transactions and Conflict of Interest Transactions.
“IDR” or “Rupiah” means Indonesian Rupiah.
“GMS” means General Meetings of Shareholders.
“Factory Land and means the property located in Desa Wangunharja, Kecamatan
Building” Cikarang Utara, Kabupaten Bekasi, West Java, pursuant to (i) an
Electronic Building Use Right Certificate (Sertipikat Elektronik Hak
Guna Bangunan) with land parcel identification number (NIB)
10.05.000174500.0, having an area of 24,230 m², and (ii) an
Electronic Building Use Right Certificate (Sertipikat Elektronik Hak
Guna Bangunan) with land parcel identification number (NIB)
10.05.000175368.0, having an area of 1,013 m², both of which are
issued in the name of the Company and, on the Completion Date, are
transferred to the Purchaser and thereafter registered in the name of
the Purchaser, which exclusively comprise the area designated for
the operations of the SariWangi Tea Business, together with all
buildings, structures, fixed installations, fixed machinery, and fixtures
thereon; provided that, for the avoidance of doubt, this shall not
include (i) the Transferred Fixed Assets located on such Factory Land
and Buildings, and (ii) the parking area adjacent to such Factory Land
and Buildings.
“Completion Date” has the meaning as 2 March 2026.
“Liabilities” means any liability, action, proceeding, cost (including reasonable
legal and other professional fees), expense, indemnity, judgment,
interest, fine, penalty, sanction, claim, or demand, and ‘Liabilities’
shall be construed accordingly.
“Assumed Liabilities” means:
a. any and all Liabilities (i) relating to the period on or after
Completion, or (ii) arising on or after Completion and relating to
the period on or after Completion, in each case to the extent that
such Liabilities arise from, occur in connection with, or relate to
the SariWangi Tea Business;
b. any Liabilities that are to be allocated to the Purchaser;
c. any Liabilities arising from or in connection with the employment
or transfer of employment of the Employees who are Transferred
Employees, whether such Liabilities arise as a result of acts or
omissions occurring before, on, or after Completion, except for
such other Liabilities that are to be allocated to the Company as
agreed by the parties; and
d. any and all Liabilities borne by or arising for the Company Group
Entities in connection with employee‑related benefits relating to
the Transferred Employees in respect of periods of service
before, on, or after the Completion Date (provided that, for the
avoidance of doubt, only Liabilities relating to employer
contributions are included), net of the amount of funds available
for the benefit of the Transferred Employees as at Completion.
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Unofficial English translation
This unofficial English translation is provided for reference only. In the event of any inconsistency between, or any discrepancy in the
interpretation of, this unofficial English translation and the Indonesian language version, the Indonesian language version shall
prevail.
“Transaction” means the sale of the SariWangi Tea Business by the Company to
the Purchaser and the purchase thereof by the Purchaser, in each
case in accordance with the terms and conditions of the BTA.
“Affiliate Transactions” means any activity and/or transaction conducted by a Public
Company or a Controlled Company with an Affiliate of the Public
Company or an Affiliate of a member of the Board of Directors, a
member of the Board of Commissioners, a Substantial Shareholder,
or a Controller, including any activity and/or transaction conducted by
a Public Company or a Controlled Company for the benefit of an
Affiliate of the Public Company or an Affiliate of the member of the
Board of Directors, the member of the Board of Commissioners, the
Substantial Shareholder, or the Controller.
“Material Transactions” means any transaction conducted by a Public Company or Controlled
Company that fulfils the value limitation as stipulated in POJK
17/2020.
“UUPM” means the Law No. 8 of 1995 on Capital Market as last amended by
Law No. 4 of 2023 on Financial Sector Development and
Strengthening.
“UUPT” means Law No. 40 of 2007 concerning Limited Liability Companies,
as most recently amended by Law No. 6 of 2023 on the Stipulation of
Government Regulation in Lieu of Law No. 2 of 2022 concerning Job
Creation into Law.
“Effective Time” means 11:59:59 p.m. (one second before 00:00) on the calendar day
immediately prior to the Completion Date.
INTRODUCTION
This Information Disclosure to Shareholders contains information regarding the implementation and
completion of Completion on the Completion Date in accordance with the limitations set out in the BTA in
connection with the sale of the SariWangi Tea Business, which includes all rights, liabilities, ownership,
benefits, and interests of the Company and each Company Group Entity as at the Effective Time in relation
to each of the following assets (the ‘Transferred Assets’):
(i) the Transferred Intellectual Property, consisting of:
(a) registered intellectual property owned by the Company Group Entities prior to the Effective
Time, which is used exclusively for the SariWangi Tea Business, consisting of the
‘SariWangi’ trademark, patents, designs, and domain name registrations;
(b) social media accounts owned by the Company prior to the Effective Time, which are used
exclusively for the SariWangi Tea Business;
(c) Unregistered Product Intellectual Property,
but excluding the Excluded Intellectual Property;
(ii) all rights and benefits owned by or accruing to the Company or any Company Group Entity from
any person in connection with damage to or injury of, and which relate exclusively to, any of the
Transferred Assets, except for amounts that have been incurred prior to the Effective Time to repair
such damage or injury;
(iii) the Seller's books and written records that are owned by and in the possession and control of the
Seller or a Seller's Group Undertaking and that exclusively relate to the Business and are in use
immediately prior to Completion (including, without limitation, all bought and sold ledgers, purchase
and sales day books and purchase and sales invoices, marketing or promotion materials, market
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interpretation of, this unofficial English translation and the Indonesian language version, the Indonesian language version shall
prevail.
research, consumer behaviour and trends data, sales and distribution channels data, user manuals,
maintenance and reparation books/guidelines, operating software passwords, descriptions of the
business-end-to-end processes and warranty documentation relating to the Transferred Fixed
Assets) except any all files, documents, papers and other records relating to (i) evaluating or
negotiating the proposed sale of the Business by the Seller (including any minutes or summaries of
executive meetings and strategy papers and advice received from professional advisors), (ii) the
Seller's general corporate matters (including minutes and resolutions of corporate bodies and
advisory organs of such corporate bodies), (iii) Tax unrelated to the Business or the Transferred
Assets, (iv) accounting and book-keeping of the Company (including the Seller's statutory books),
(v) any Excluded Assets, and (vi) any documents relating to Unregistered Product IP;
(iv) the goodwill of the SariWangi Tea Business and the right of (i) the Purchaser and (ii) any subsidiary
or parent company of the Purchaser, and any subsidiary of such parent company from time to time,
to hold itself out as the operator of the SariWangi Tea Business as the successor to the Company,
excluding any goodwill included in the Excluded Intellectual Property;
(v) Transferred fixed assets;
(vi) Factory Land and Building;
(vii) the Rights and Obligations of Company under the Transferred Contracts; and
(viii) the Rights and Obligations of the Company arising under each employee loan agreement with the
Transferred Employees,
but excluding the Excluded Assets.
The Transaction and the Completion will be carried out with due regard to the rights and obligations of the
Transferred Employees in accordance with applicable laws and the Company’s internal policies.
The Transaction value: The agreed price is IDR 1,500,000,000,000 (one trillion five hundred billion Rupiah)
exclusive of applicable taxes. The value of this transaction represents the amount that has been paid in full
by the Purchaser to the Company on the Completion Date for, inter alia, (i) the sale and transfer of the
Transferred Assets and (ii) the assumption of the Assumed Liabilities. An independent business valuation
has been conducted by Kantor Jasa Penilai Publik Suwendho Rinaldy dan Rekan (”KJPP SRR”), which
determined a market value of IDR 1,488,228,000,000 (one trillion four hundred eighty‑eight billion two
hundred twenty‑eight million Rupiah).
The transaction value represents 45% of the Company’s equity based on the Company’s Financial
Statements as of 30 September 2025, which have been audited by the Company’s Public Accountant.
Accordingly, the Transaction constitutes a ‘Material Transaction’ that does not require approval from the
GMS as regulated under POJK 17/2020; however, the Company is required to announce an Information
Disclosure to the public regarding the Transaction and to submit the supporting documents to the OJK no
later than 2 (two) Business Days after the date of the Material Transaction, as well as to obtain a fairness
opinion from an appraiser. In addition, KJPP SRR has also reviewed the BTA, and based on its fairness
analysis of the Transaction, KJPP SRR is of the opinion that the Transaction is ‘fair’.
The Board of Directors and Board of Commissioners of the Company state that the Transaction does not
contain any Conflict of Interest as defined under POJK 42/2020.
The Board of Directors and the Board of Commissioners of the Company (i) are fully responsible for the
accuracy of all information contained in this Information Disclosure to Shareholders and (ii) confirm that after
conducting careful consideration on the information available in connection with the Transaction, to the best
of the knowledge and belief of the Board of Directors and Board of Commissioners of the Company, there
is no other important and material information relating to the Transaction that is not disclosed in this
Information Disclosure to Shareholders which may cause this Information Disclosure to Shareholders to be
untrue and or misleading.
If you have difficulty in understanding this Information Disclosure or hesitate to make a decision, we suggest
that you consult an investment advisor or other professional advisors.
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interpretation of, this unofficial English translation and the Indonesian language version, the Indonesian language version shall
prevail.
This Information Disclosure is prepared to fulfil the provisions of POJK 17/2020.
I. BRIEF DESCRIPTION OF THE COMPANY
A. Brief History of the Company
The Company was incorporated on 5 December 1933 under the name of Lever’s Zeepfabrieken
N.V. by Deed No. 23 of Mr. A.H. van Ophuijsen, Notary in Batavia, approved by the Gouverneur
Generaal van Nederlandsch-Indie by letter No.14 dated 16 December 1933, registered at the Raad
van Justice in Batavia under No. 302 on 22 December 1933 and announced in the Javasche
Courant on 9 January 1934 Supplement No. 3.
The Company’s name was changed to “PT Unilever Indonesia” by Deed No. 171 dated 22 July
1980 of Mrs. Kartini Muljadi, S.H., notary in Jakarta. On 16 November 1981, the Company obtained
permission from the Chairman of the Capital Market Supervisory Agency (Bapepam) No. SI-
009/PM/E/1981 to offer 15% of its shares on the stock exchange in Indonesia. Subsequently, the
change of the Company’s name to “PT Unilever Indonesia Tbk” was carried out by Deed No. 92
dated 30 June 1997 from Mr. Mudofir Hadi, S.H., a notary in Jakarta. This deed was approved by
the Minister of Justice of the Republic of Indonesia through Decree No. C2-1.049HT.01.04 TH.98
dated 23 February 1998 and announced in the State Gazette of the Republic of Indonesia No. 39
dated 15 May 1998, Supplement No. 2620.
The Company’s Articles of Association have been amended several times, by, among others, Deed
No. 16 dated 18 June 2008 made before Notary Haji Syarif Siangan Tanudjaja, S.H., regarding the
amendment of the Company’s Articles of Association in accordance with the Law of the Republic of
Indonesia No. 40 of 2007 on Limited Liability Companies. This deed was approved by the Minister
of Law and Human Rights of the Republic of Indonesia in his Decree No. AHU-
51473.AH.01.02.Year 2008 dated 15 August 2008 and announced in the State Gazette of the
Republic of Indonesia No. 75 dated 16 September 2008, Supplement No. 18026. The Company’s
Articles of Association were last amended by Deed No. 3 dated 7 June 2023 made before Notary
Syarifudin, S.H., and has obtained approval from the Minister of Law and Human Rights through
Decree No. AHU-0034918.AH.01.02.Tahun 2023 dated 21 June 2023 (the Company’s articles of
association and all amendments hereinafter referred to as the “Articles of Association”).
B. Share Ownership
The Company’s capital structure as at the date of this Information Disclosure to the Shareholders
is as follows:
Authorised Capital : IDR 76,300,000,000 divided into 38,150,000,000 shares, each
share has a nominal value of IDR 2.00 (two Rupiah)
Issued Capital : IDR 76,300,000,000 divided into 38,150,000,000 shares
Paid-up Capital : IDR 76,300,000,000
The composition of the Shareholders based on the Shareholder register issued by the Company’s
Securities Administration Bureau, PT Sharestar Indonesia, as of 31 January 2026 is as follows:
Shareholder Number of Share Value (IDR) %
Shares
Unilever Indonesia Holding B.V. 32,424,387,500 64,848,775,000 85
Public 5,725,612,500 11,451,225,000 15
Total 38,150,000,000 76,300,000,000 100
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interpretation of, this unofficial English translation and the Indonesian language version, the Indonesian language version shall
prevail.
C. Management and Supervision of the Company
The composition of the Company’s Board of Directors and Board of Commissioners as of the date
of this Information Disclosure is as follows:
Board of Directors
• President Director : Benjie Go Yap
• Director : Alejandro Meinardo Jr. Santos Concha
• Director : Neeraj Lal
• Director : Hendri Widiarta
• Director : Nurdiana Darus
Board of Commissioners
• President Commissioner : Sanjiv Mehta
• Independent Commissioner : Mohamad Fauzi M. Ichsan
• Independent Commissioner : Ignasius Jonan
• Independent Commissioner : Debora Herawati Sadrach
• Independent Commissioner : Alissa Qotrunnada Munawaroh Wahid
• Independent Commissioner : Alexander Steven Rusli
D. Business Activities
In accordance with the Company’s Articles of Association, the purposes, objectives and business
activities of the Company are to engage in the business of industry, wholesale trading services
(distribution) and import trading for certain products, which include, among others, organic basic
chemical products (detergents and other cleaners etc.), cosmetics, hair care products, skin care
products and hygiene products (e.g., shampoo, perfume, soap, deodorant, toothpaste and
toothbrush) and other related products whether or not they have medical efficacy, as well as various
food and beverage products. The Company is also engaged in marketing research services,
management consulting services and real estate rental sector.
II. DESCRIPTION OF THE TRANSACTION
A. Transaction Object
The object of Transaction is SariWangi Tea Business of the Company. The following is a summary
of BTA:
The Parties • Company
• Purchaser
Transaction The Company has completed the transfer of the SariWangi Tea
Structure Business to the Purchaser in accordance with the Completion
provisions set out in the BTA on the Completion Date.
Transaction The agreed purchase price is IDR 1,500,000,000,000 (one trillion five
Value hundred billion Rupiah), exclusive of any applicable taxes.
Completion Completion took place on 2 March 2026.
At the time of Completion, the parties had carried out the completion
actions, including, among others, the execution of the handover minutes
(berita acara serah terima) and/or the assignment/transfer agreement in
respect of the Transferred Assets (as applicable).
Governing Law Laws of the Republic of Indonesia
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interpretation of, this unofficial English translation and the Indonesian language version, the Indonesian language version shall
prevail.
Dispute Singapore International Arbitration Centre.
Settlement
Forum
The BTA does not impose any restrictions that may adversely affect the rights of the Shareholders.
B. Transaction Value
The purchase price agreed in the BTA and fully paid by the Purchaser to the Seller amounts to IDR
1,500,000,000,000 (one trillion five hundred billion Rupiah), excluding applicable taxes.
C. Parties to the Transaction
The transaction has been implemented and Completion has occurred in accordance with the BTA
by and between the Company and the Purchaser, a limited liability company duly established under
the laws of the Republic of Indonesia pursuant to Deed of Establishment No. 02 dated 2 March
2011, executed before Apriliana Dewi Yuwono, S.H., M.Kn., Notary in Kudus Regency, and
approved by the Minister of Law and Human Rights of the Republic of Indonesia under Decree No.
AHU-13930.AH.01.01.Tahun.2011 dated 21 March 2011.
The Purchaser is domiciled in Kudus Regency and has a correspondence address at Prince Center
Building, 1st Floor, Jl. Jend. Sudirman Kav. 3–4, Central Jakarta, DKI Jakarta 10220, with telephone
number (62-21) 508 58871 and email address consumer@savoria.co.id.
The Purchaser’s shareholding structure as of the date of this Information Disclosure, in accordance
with its prevailing articles of association, is as follows:
• PT Ciptasarga Sumapala, holding 84.81% of the shares; and
• PT Global Natura Produk, holding 15.19% of the shares.
The composition of the Purchaser’s management currently in office as of the date of this Information
Disclosure is as follows:
• President Director : Didiet Fadriana A Kadir
• Director : Edi Mulyono
• Commissioner : Paulus Irwan Edy
• Commissioner : Grace Tin Tin Sennelius
The business activity of Purchaser is: Food and Beverage Industry.
D. Relationship and Nature of Affiliate Relationship of the Parties to the Transaction
Before, on, and after the time of signing the BTA, the Purchaser have no Affiliate relationship with
the Company as defined in UUPM.
E. Material Transaction
As described above, the Material Transaction as referred to in POJK 17/2020 disclosed by the
Company is the sale and transfer of the SariWangi Tea Business from the Company to the
Purchaser, as the party that, as of and after the Completion Date, becomes the legal owner and
successor of the SariWangi Tea Business, with a Transaction Value representing 45% of the
Company’s equity based on the Company’s financial statements as of 30 September 2025, which
have been audited by the Company’s Public Accountant.
Accordingly, the Transaction constitutes a “Material Transaction” that does not require approval
from the GMS as regulated under POJK 17/2020. However, the Company is required to announce
an Information Disclosure to the public regarding the Transaction and to submit the supporting
documents to the OJK no later than 2 (two) Business Days after the date of the Material Transaction
(i.e., the Completion Date), as well as to obtain a fairness opinion from an independent appraiser
as disclosed in Section V of this Information Disclosure. In addition, KJPP SRR has also reviewed
the BTA, and based on its fairness analysis of the Transaction, KJPP SRR is of the opinion that the
Transaction is “fair.”
10
Page 11
Unofficial English translation
This unofficial English translation is provided for reference only. In the event of any inconsistency between, or any discrepancy in the
interpretation of, this unofficial English translation and the Indonesian language version, the Indonesian language version shall
prevail.
The Company has fulfilled its obligation to announce the Information Disclosure as referred to above
and as required under POJK 17/2020 through this Information Disclosure.
III. EXPLANATION, CONSIDERATION AND REASONS FOR THE TRANSACTION
The Company’s presence in the Indonesian tea market began with the acquisition of the SariWangi brand
in 1989. Over more than three decades, SariWangi has developed into a well-established household brand,
recognized for its quality, innovation, and strong connection with Indonesian consumers.
Following a strategic review, the Company believes that this business will be best positioned for future
growth by being transferred to another entity, namely the Purchaser, which has a more focused approach
and greater agility.
This Transaction forms part of the Company’s strategy to optimize its portfolio, in line with the Company’s
focus on fewer categories with larger scale and higher growth potential in order to support long-term value
creation.
The Transaction will not have a material impact on the Company’s operational activities, legal position, or
business continuity. The divestment of the SariWangi Tea Business will enable the Company to realize the
value of its investment in the tea business in Indonesia and return such value to its shareholders in the short
term.
.
IV. EFFECT OF THE TRANSACTION ON THE COMPANY'S FINANCIAL CONDITION
In relation to the implementation of Transaction, the proforma of the Company's financial statements
before and after the Transaction is as follows:
• The Transaction is expected to increase the Company’s net profit by approximately IDR
707,000,000,000 (seven hundred seven billion Rupiah), derived from net profit from the sale of the
SariWangi Tea Business of IDR 810,000,000,000 (eight hundred ten billion Rupiah), less the loss
of net profit from the SariWangi Tea Business of IDR 103,000,000,000 (one hundred three billion
Rupiah).
• The Company’s total assets after the Transaction are expected to increase by IDR
1,304,000,000,000 (one trillion three hundred four billion Rupiah), from IDR 17,493,000,000,000
(seventeen trillion four hundred ninety-three billion Rupiah) to IDR 18,797,000,000,000 (eighteen
trillion seven hundred ninety-seven billion Rupiah). This increase in the Company’s assets is
attributable to an increase in cash of IDR 1,665,000,000,000 (one trillion six hundred sixty-five billion
Rupiah), offset by a decrease in inventories of IDR 80,000,000,000 (eighty billion Rupiah) and
property, plant and equipment of IDR 282,000,000,000 (two hundred eighty-two billion Rupiah).
• Following the Transaction, total liabilities are also expected to increase by IDR 493,000,000,000
(four hundred ninety-three billion Rupiah), primarily due to corporate income tax and value-added
tax arising from the sale of the SariWangi Tea Business amounting to IDR 394,000,000,000 (three
hundred ninety-four billion Rupiah).
• Equity is also expected to increase by IDR 810,000,000,000 (eight hundred ten billion Rupiah) as a
result of an increase in retained earnings, resulting in a 24% increase in the Company’s equity.
• The Company’s cash and cash equivalents are expected to increase by IDR 1,665,000,000,000
(one trillion six hundred sixty-five billion Rupiah), from IDR 880,000,000,000 (eight hundred eighty
billion Rupiah) to IDR 2,545,000,000,000 (two trillion five hundred forty-five billion Rupiah) after the
Transaction, representing a threefold increase compared to the position prior to the Transaction.
11
Page 12
Unofficial English translation
This unofficial English translation is provided for reference only. In the event of any inconsistency between, or any discrepancy in the
interpretation of, this unofficial English translation and the Indonesian language version, the Indonesian language version shall
prevail.
V. SUMMARY OF INDEPENDENT APPRAISER'S REPORT AND OPINION
The Company requested an independent appraiser registered with OJK, namely KJPP SRR with the Public
Appraiser Ocky Rinaldy, as an independent party to provide an opinion on the value of the SariWangi Tea
Business and an assessment of the fairness of the proposed sale of the SariWangi Tea Business.
KJPP SRR, which has a business license No 2.09.0059 from the Ministry of Finance No. 1056/KM.1/2009
dated 20 August 2009 and registered as a Capital Market Supporting Professional at OJK with a Registered
Certificate of Capital Market Supporting Profession No. STTD.PPB-05/PJ-1/PM.02/2023 dated 8 June 2023
(Property and Business Appraisers), has been appointed by the Company as an independent appraiser in
accordance with proposal No. 250912.002/SRR-JK/SPN-ABF/UNVR/OR dated 12 September 2025 and
has been approved by the Company’s management to provide an opinion on the market value of the
SariWangi Tea Business and the fairness of the Proposed Sale of the SariWangi Tea Business.
KJPP SRR stated that it has no affiliation either directly or indirectly with the Company as defined in UUPM.
1. Summary of Valuation Report.
The following is a summary of the valuation report of the property owned/on behalf of the Company
as set out in its report No. 00003/2.0059-02/BS/04/0242/1/I/2026 dated 2 January 2026 (“Valuation
Report”):
a. Transacting Party
- The Company, acting as seller of the SariWangi Tea Business to the Purchaser;
and
- The Purchaser, acting as the purchaser of the SariWangi Tea Business from the
Company.
b. Purpose and Intent of Assessment
The purpose of the SariWangi Tea Business valuation is to provide an opinion on the market
value of the SariWangi Tea Business as of 30 September 2025 expressed in Rupiah.
The purpose of the valuation of the SariWangi Tea Business is to provide information on
the market value of the SariWangi Tea Business to the Company’s management, which will
be used as a reference in the implementation of the plan to sell the SariWangi Tea
Business.
c. Assumptions and Limiting Conditions
The assumptions and limiting conditions used in this assessment are as follows:
(i) The SariWangi Tea Business Valuation Report is a non-disclaimer opinion report.
(ii) KJPP SRR has reviewed the documents used in the SariWangi Tea Business
valuation process.
(iii) The data and information used in the SariWangi Tea Business valuation come from
reliable sources.
(iv) KJPP SRR uses adjusted financial projections that reflect the fairness of the
financial projections made by the Company's management with their ability to
achieve them (fiduciary duty).
(v) KJPP SRR is responsible for the implementation of the valuation and the fairness
of the financial projections.
(vi) KJPP SRR is responsible for the preparation of the SariWangi Tea Business
Valuation Report.
(vii) The SariWangi Tea Business Valuation Report is open to the public unless there is
confidential information that could affect the Company's operations.
(viii) KJPP SRR is responsible for the SariWangi Tea Business Valuation Report and
the final value conclusion.
12
Page 13
Unofficial English translation
This unofficial English translation is provided for reference only. In the event of any inconsistency between, or any discrepancy in the
interpretation of, this unofficial English translation and the Indonesian language version, the Indonesian language version shall
prevail.
(ix) KJPP SRR has obtained information on the legal status of the SariWangi Tea
Business from the Company.
d. Object of Assessment
The object assessed in this valuation is the SariWangi Tea Business.
e. Assessment Date
The valuation date is set at 30 September 2025. This date was chosen based on
consideration of the importance and purpose of the valuation from availability of Company
and Sariwangi Tea Business’ data.
f. Assessment Approach and Methods
The approaches used in this valuation are (a) the income-based approach using the
discounted cash flow (DCF) method, (b) the asset-based approach using the capitalized
excess earnings method, and (c) the market-based approach using the guideline publicly
traded company method.
g. Summary of Valuation
a. The income approach using the discounted cash flow method was applied in the
valuation of the SariWangi Tea Business because the future activities of the
SariWangi Tea Business are expected to continue to fluctuate in line with
projections of the business development of the SariWangi Tea Business.
Based on the discounted cash flow method, the indicated value of the SariWangi
Tea Business as of 30 September 2025, before applying a discount for lack of
marketability, amounted to IDR 1,920,360,000,000.00 (one trillion nine hundred
twenty billion three hundred sixty million Rupiah).
b. The asset approach using the excess earnings capitalization method was applied
in the valuation of the SariWangi Tea Business, considering that as a business
segment whose core activity is SariWangi Tea manufacturing, the operations of the
SariWangi Tea Business are primarily influenced by its intangible assets. In
valuation using the excess earnings capitalization method, intangible assets that
contribute to the value of the business segment are taken into account through a
collective valuation of such intangible assets.
Based on the excess earnings capitalization method, the indicated value of the
SariWangi Tea Business as of 30 September 2025, before applying a discount for
lack of marketability, amounted to IDR 1,761,103,000,000.00 (one trillion seven
hundred sixty-one billion one hundred three million Rupiah).
c. The publicly listed comparable companies method was applied in the valuation of
the SariWangi Tea Business because, although no information was available in the
capital market regarding publicly listed companies with a comparable scale of
business and assets, it was considered that available publicly listed company share
data could be used as comparative data for the valuation of the SariWangi Tea
Business.
Based on the publicly listed comparable companies method, the indicated value of
the SariWangi Tea Business as of 30 September 2025, before applying a discount
for lack of marketability, amounted to IDR 1,797,385,000,000.00 (one trillion seven
hundred ninety-seven billion three hundred eighty-five million Rupiah).
Furthermore, the values derived from each of the above approaches were reconciled through a
weighting process to obtain the final value of the SariWangi Tea Business, with the following
weightings: (a) 60% for the value derived from the discounted cash flow method; (b) 30% for the
value derived from the excess earnings capitalization method; and (c) 10% for the value derived
13
Page 14
Unofficial English translation
This unofficial English translation is provided for reference only. In the event of any inconsistency between, or any discrepancy in the
interpretation of, this unofficial English translation and the Indonesian language version, the Indonesian language version shall
prevail.
from the publicly listed comparable companies method. The applied weighting reflects the
consideration that the data and information used in the discounted cash flow method to determine
the value of the SariWangi Tea Business are more reliable than those used in the excess earnings
capitalization method and the publicly listed comparable companies method, given that the
SariWangi Tea Business cannot be precisely and comprehensively compared with comparable peer
companies.
IDR Million
Description Indicated Weighting Weighted
Value Value
Discounted Cash Flow Method 1,920,360 60% 1,152,216
Excess Earnings 1,761,103 30% 528,331
Capitalization Method
Publicly Listed Comparable 1,797,385 10% 179,739
Companies Method
Indicated Business Value 1.860.285
Marketability Discount (20%) (372.057)
Market Value of the Business 1,488,228
h. Assessment Conclusion
Based on the valuation result from the independent appraiser KJPP SRR, the market value
of the SariWangi Tea Business as of 30 September 2025 is IDR 1,488,228,000,000.00 (one
trillion four hundred eighty-eight billion two hundred twenty-eight million Rupiah).
2. Summary of Fairness Opinion Report
The following is a summary of the fairness opinion report No. 00004/2.0059-02/BS/04/0242/1/I/2026
dated 5 January 2026 prepared by KJPP SRR (the “Fairness Opinion”):
a. Transacting Parties
- The Company, which acts as the party that will sell the SariWangi Tea Business to
the Purchaser; and
- The Purchaser, which acts as the party who will purchase the SariWangi Tea
Business from the Company.
b. Object of Fairness Opinion
The object of the Fairness Opinion is the SariWangi Tea Business.
c. Objective of Fairness Opinion
The Fairness Opinion is prepared with the purpose and objective to provide an overview of
the fairness of the Proposed Sale of SariWangi Tea Business and to fulfil the provisions of
POJK 17/2020.
d. Assumptions and Limiting Conditions
The assumptions and limiting conditions used in this opinion report are as follows:
(i) The Fairness Opinion is a non-disclaimer opinion report.
(ii) KJPP SRR has reviewed the documents used in the preparation process of the
Fairness Opinion.
(iii) The data and information obtained come from sources that can be trusted for their
accuracy.
14
Page 15
Unofficial English translation
This unofficial English translation is provided for reference only. In the event of any inconsistency between, or any discrepancy in the
interpretation of, this unofficial English translation and the Indonesian language version, the Indonesian language version shall
prevail.
(iv) The analysis in the preparation of the Fairness Opinion is conducted using adjusted
financial projections that reflect the fairness of the financial projections made by the
Company's management with their ability to achieve them (fiduciary duty).
(v) KJPP SRR is responsible for the implementation of the preparation of the Fairness
Opinion and the fairness of the financial projections.
(vi) The Fairness Opinion is a report open to the public unless there is confidential
information that could affect the Company's operations.
(vii) KJPP SRR is responsible for the Fairness Opinion and the conclusion of the
Fairness Opinion.
(viii) KJPP SRR has obtained information on the terms and conditions in the agreements
related to the Proposed Sale of the SariWangi Tea Business from the Company.
e. Fairness Opinion Approach and Method
There are several approaches used in assessing the fairness of the proposed sale of the
SariWangi Tea Business, as follows:
(i) Qualitative and Quantitative Analysis of the Proposed Sale of the SariWangi Tea
Business.
The qualitative and quantitative analysis of the proposed sale of the SariWangi Tea
Business was conducted by reviewing the relevant industry to provide an overview
of developments in the performance of the related industry, analyzing the
Company’s operational activities and business prospects, the reasons for
undertaking the proposed sale of the SariWangi Tea Business, as well as the
advantages and disadvantages of the proposed sale of the SariWangi Tea
Business. In addition, an analysis was performed on the Company’s historical
financial performance based on the Company’s audited financial statements for the
nine-month period ended 30 September 2025 and for the years ended 31
December 2024, 31 December 2023, 31 December 2022, 31 December 2021, and
31 December 2020. Furthermore, KJPP SRR also conducted an analysis of the pro
forma financial statements and an incremental analysis of the proposed sale of the
SariWangi Tea Business. Upon the proposed sale of the SariWangi Tea Business
becoming effective, based on the Company’s financial projections, the transaction
is expected to improve the Company’s financial performance and create added
value for all shareholders of the Company.
(ii) Fairness Analysis of the Proposed Sale of the SariWangi Tea Business
Based on the fairness analysis of the proposed sale of the SariWangi Tea Business
that has been conducted, including the analysis of price fairness and the analysis
of the impact of the proposed sale of the SariWangi Tea Business, it was concluded
that the price determined in the proposed sale of the SariWangi Tea Business is
fair, as it is 0.79% higher than the market value of the SariWangi Tea Business. In
addition, the impact analysis of the proposed sale of the SariWangi Tea Business
concluded that the transaction would provide benefits to the Company’s
shareholders.
f. Conclusion
Based on the fairness analysis conducted in respect of the proposed sale of the SariWangi
Tea Business, KJPP SRR is of the opinion that the proposed transaction is fair.
VI. STATEMENT OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS
The Board of Directors and the Board of Commissioners of the Company declare that:
a. All material information has been disclosed in this Information Disclosure, and the information is not
misleading. To the best of the knowledge and belief of the Board of Directors and Board of
Commissioners of the Company, there is no other important and material information related to the
15
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Unofficial English translation
This unofficial English translation is provided for reference only. In the event of any inconsistency between, or any discrepancy in the
interpretation of, this unofficial English translation and the Indonesian language version, the Indonesian language version shall
prevail.
Transaction that is not disclosed in this Information Disclosure which may cause this Information
Disclosure to be untrue and/or misleading; and
b. The Transaction is not an Affiliate Transaction or a transaction containing Conflict of Interest as
referred to in POJK 42/2020;
VII. ADDITIONAL INFORMATION
If Shareholders require further information, please contact the Company at:
PT UNILEVER INDONESIA Tbk
Grha Unilever Green Office Park Kav. 3
Jalan BSD Boulevard Barat, BSD City
Tangerang
15345 Indonesia
Phone: (021) 80827000
Facsimile: (021) 80827002
Attn. Corporate Secretary
Email: unvr.indonesia@unilever.com
Tangerang, 3 March 2026
Board of Directors of the Company
16
Names mentioned 29 people and organisations named in the text · linked when the evidence is strong
unresolved
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FINANCIAL SERVICES AUTHORITY
p.1 ×2
unresolved
org
Siddharta Widjaja & Rekan
p.2
unresolved
org
PT Savoria Kreasi Rasa.
p.4
unresolved
org
Kantor Jasa Penilai Publik Suwendho Rinaldy dan Rekan
p.7
unresolved
org
Kantor Jasa Penilai Publik Suwendho Rinaldy
p.7
unresolved
org
KJPP SRR
p.7 ×22
unresolved
org
Lever’s Zeepfabrieken N.V.
p.8
unresolved
person
A.H. van Ophuijsen
p.8
unresolved
person
Kartini Muljadi
p.8
unresolved
org
Bapepam
p.8 ×2
unresolved
person
Mudofir Hadi
p.8
unresolved
org
Minister of Justice
p.8
unresolved
person
Notary Haji Syarif Siangan Tanudjaja
p.8
unresolved
person
Notary Syarifudin
p.8
unresolved
org
Minister of Law and Human Rights
p.8 ×2
unresolved
org
PT Sharestar Indonesia
p.8
unresolved
org
Unilever Indonesia Holding B.V.
p.8
unresolved
person
Apriliana Dewi Yuwono
· Notaris
p.10
unresolved
org
PT Ciptasarga Sumapala
p.10
unresolved
org
PT Global Natura Produk
p.10
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person
Didiet Fadriana A Kadir
· President Director
p.10 ×2
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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.
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Needs review
confidence 0.091
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12 Sep 2026 22:30
Raw output
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