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DISCLOSURE OF INFORMATION TO SHAREHOLDERS OF PT MATAHARI PUTRA
PRIMA TBK (“COMPANY”)
IN RELATION TO THE PROPOSED CAPITAL INCREASE BY GRANTING PRE-
EMPTIVE RIGHTS VIII (“PMHMETD VIII”)
THE INFORMATION CONTAINED IN THIS DISCLOSURE OF INFORMATION IS IMPORTANT TO
BE READ AND CONSIDERED BY THE COMPANY'S SHAREHOLDERS TO MAKE DECISIONS
REGARDING THE PMHMETD VIII.
This information disclosure was prepared on 19 February 2026 (“Information Disclosure”) in relation
with the plan to increase capital by granting Pre-Emptive Rights (“Pre-Emptive Rights”) to the
Company’s shareholders, in relation to comply with Financial Services Authority (“Otoritas Jasa
Keuangan or “OJK”) Regulation No. 32/POJK.04/2015 on Capital Increase In Public Companies With
Pre-Emptive Rights, as amended by OJK Regulation No. 14/POJK.04/2019 on Amendment to the OJK
Regulation No. 32/POJK.04/2015 on Capital Increase In Public Companies With Pre-Emptive Rights
(“OJK Regulation on PMHMETD”).
PT MATAHARI PUTRA PRIMA TBK
Berkedudukan di Jakarta, Indonesia
Business Activities:
Trading in a wide range of products, primarily food, beverages, and tobacco, through minimarkets,
supermarkets, and hypermarkets, including the sale of selected non-food items like clothing,
household items, children’s toys, cosmetics, pharmaceuticals, and medical devices.
Head Office: Operational Head Office:
Gajah Mada Plaza Floor SG Hypermart Cyberpark Floor UG
Jl. Gajah Mada No. 19-26 Jl. Sultan Falatehan, Lippo Karawaci Utara
Petojo Utara, Gambir Tangerang 15138, Indonesia
Jakarta Pusat, 10130 Telephone: +62 21 50813000
Telephone: +62 21 6343463 Faximile: +62 21 80615757
Faximile: +62 21 6343854
Website: www.mppa.co.id
Email: corporate.communication@hypermart.co.id
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS (“EGMS”) OF THE COMPANY
IN RELATION TO THE RIGHTS ISSUE VIII WILL BE HELD ON MONDAY, DATED 30 MARCH
2026
ALL INFORMATION CONTAINED IN THIS DISCLOSURE OF INFORMATION IS ONLY A
PROPOSAL, WHICH IS SUBJECT TO THE APPROVAL OF THE EGMS, EFFECTIVE
STATEMENT FROM OJK ON REGISTRATION STATEMENT AND PROSPECTUS TO BE
ISSUED IN RELATION TO THE PMHMETD VIII.
THIS DISCLOSURE OF INFORMATION AND THE INFORMATION CONTAINED HEREIN IS NOT
INTENDED AS AN OFFERING DOCUMENT OR SUGGESTIONS TO PURCHASE, DIRECTLY
OR INDIRECTLY, OF THE COMPANY'S STOCK.
This Disclosure of Information issued in Jakarta on 19 February 2026
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INFORMATION RELATED TO THE PMHMETD VIII
In relation with the PMHMETD VIII in this Disclosure of Information, the Company intends to issue a
maximum of 24.000.000.000 (twenty four billion) new shares of the Company with a nominal value of
IDR 50 (fifty Rupiah) per share (“New Shares”).
New Shares will be issued from the Company's portfolio shares and will be listed on the Indonesian
Stock Exchange (Bursa Efek Indonesia or “BEI”) in accordance with the prevailing laws and regulations,
including BEI Regulation No. I-A on the Listing of Shares and Equity Securities Other than Shares
Issued by Listed Companies, Annex to the Board of Directors Decree of PT BEI No. Kep-00101/BEI/12-
2021 dated 21 December 2021. The New Shares will have the same and equal rights in all respects
including the right to dividends with other shares of the Company.
In the event that there are any remaining New Shares unsuscribed by other shareholders, such shares
shall first be allocated to shareholders who submit additional share subscription orders.
PT Multipolar Tbk (“MLPL or “Controlling Shareholder”), shall exercise all of the entitled Pre-Emptive
Rights in PMHMETD VIII. In the event that, following the allocation of additional share subscription
orders, there remain any unsubscribed shares, MLPL shall act as a Standby Purchaser to subscribe in
cash for a portion of the remaining shares not subscribed by holders of Pre-Emptive Rights, with a value
equivalent to a maximum of 7,566,400,000 (seven billion five hundred sixty six million four hundred
thousand)) shares.
The number of shares to be issued will be adjusted in accordance with the Company’s funding
requirements and implemented in compliance with the provisions of OJK Regulation on PMHMETD. In
the event that, following the exercise of Pre-Emptive Rights by the holders thereof, the allocation of
additional share subscriptions by such holders, and the capital contribution by the Standby Purchaser
in accordance with its commitment, there remain any unsubscribed shares, such shares shall not be
issued from the portfolio.
For the avoidance of doubt, the Company reserves the right to issue part of or all of the maximum
number of shares approved for issuance pursuant to the resolution of the EGMS. The terms and
conditions of PMHMETD VIII, including the exercise price and the final number of New Shares to be
issued, will be disclosed in the prospectus to be issued in relation with PMHMETD VIII and made
available to the eligible shareholders in due course, in accordance with the applicable laws and
regulations.
ESTIMATED TIME OF IMPLEMENTATION OF THE PMHMETD VIII
In accordance with the provisions of OJK Regulation on PMHMETD and the Company’s articles of
association, the implementation of PMHMETD VIII may be carried out after:
1. The Company obtains approval from the EGMS in relation to the PMHMETD VIII plan, which
EGMS is scheduled to be held on 30 March 2026;
2. The Company submits a registration statement in relation with PMHMETD VIII, together with the
supporting documents, to the OJK, which will be submitted immediately after the EGMS; and
3. The registration statement in relation with PMHMETD VIII is declared effective by the OJK.
The Company plans to carry out PMHMETD VIII within a period not exceeding 12 (twelve) months from
the date of approval of the EGMS until the registration statement becomes effective, in compliance with
Article 8 paragraph (3) of OJK Regulation on PMHMETD, and subject to the effectiveness of the
registration statement for PMHMETD VIII as declared by the OJK in accordance with applicable laws
and regulations.
AN OUTLINE ESTIMATE OF THE USE OF PROCEEDS
The use of proceeds received from this PMHMETD VIII after deducting costs in relation to PMHMETD
VIII, will be used for :
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1. The acquisition of a building located in Mall City of Tomorrow, Jalan Jend. Ahmad Yani No. 288,
Dukuh Menanggal Subdistrict, Gayungan District, City of Surabaya, East Java Province, with a
total area of 16,138 m², owned by an affiliated party, PT Citra Cito Perkasa. The determination of
the purchase value of such building has taken into account the valuation and fairness opinions
issued by the Public Appraisal Firms (Kantor Jasa Penilai Publik or “KJPP”) Iwan Bachron & Rekan
and KJPP Kusnanto & Rekan ;
2. The acquisition of land with an area of 6,704 m² and a building with an area of 15,848 m², located
in Jalan Veteran No. 01, Sidomoro Subdistrict, Kebomas District, Gresik Regency, East Java
Province, owned by an affiliated party, PT Panca Megah Utama. The determination of the purchase
value of such land and building has taken into account the valuation and fairness opinions issued
by KJPP Iwan Bachron & Rekan and KJPP Kusnanto & Rekan;
3. The acquisition of land with an area of 8,001 m² and a building with an area of 26,657 m², located
in Jalan Sholeh Iskandar, Kedung Badak Village, Tanah Sereal District, City of Bogor, West Java
Province, owned by an affiliated party, PT Surya Asri Lestari. The determination of the purchase
value of such land and building has taken into account the valuation and fairness opinions issued
by KJPP Iwan Bachron & Rekan and KJPP Kusnanto & Rekan;
4. The acquisition of land with an area of 1,658 m² and a building with an area of 5,382 m², located
in Jalan Malioboro No. 11 A, Sosromenduran Subdistrict, Gedongtengen District, City of
Yogyakarta, Special Region of Yogyakarta Province, owned by an affiliated party, PT Nusa
Malioboro Indah. The determination of the purchase value of such land and building has taken into
account the valuation and fairness opinions issued by KJPP Iwan Bachron & Rekan and KJPP
Kusnanto & Rekan;
5. The acquisition of land with an area of 38,169 m², located in Graha Balaraja Industrial Area, Jalan.
Raya Serang Km. 27, Sukamurni Subdistrict and Tobat Subdistrict, Balaraja District, Tangerang
Regency, Banten Province , owned by an affiliated party, PT Balaraja Sentosa. The determination
of the purchase value of such land has taken into account the valuation and fairness opinions
issued by KJPP Iwan Bachron & Rekan and KJPP Kusnanto & Rekan;
6. The acquisition of land with an area of 2,056 m² and a building with an area of 1,659 m², located
in Jalan Kapten Muslihat No. 14, Paledang Subdistrict, Central Bogor District, City of Bogor, West
Java Province, owned by an affiliated party, PT Surya Asri Lestari. The determination of the
purchase value of such land and building has taken into account the valuation and fairness
opinions issued by KJPP Iwan Bachron & Rekan and KJPP Kusnanto & Rekan;
7. The remaining proceeds will be used for the Company’s working capital and/or capital contributions
to the Company’s subsidiaries for working capital purposes in support of their business activities.
All details of the planned use of proceeds as referred to above are hereinafter collectively referred to
as the “Proposed Use of Proceeds” and specifically for the proposed acquisition of land and buildings
as disclosed in items 1 through 6, shall be referred to as the “Proposed Transaction.”.
With reference to the Company’s consolidated financial statements as of 31 December 2025, which
have been audited by Public Accounting Firm Amir Abadi Jusuf, Aryanto, Mawar & Rekan, an
independent auditor, whose audit report was signed by public accountant 00061/2.1030/AU.1/05/1481-
1/1/II/2026 on 13 February 2026, the Company’s total assets amounted to IDR 3.592.857.000.000
(three trillion five hundred ninety-two billion eight hundred fifty-seven million Rupiah). Each of the
Proposed Use of Proceeds for the Proposed Transaction does not meet the materiality threshold as
referred to in Article 3 paragraph (3) of OJK Regulation No. 17/POJK.04/2020 concerning Material
Transactions and Changes of Business Activities (“OJK Regulation 17/2020”), with the following
details:
1. The acquisition of a building located in Mall City of Tomorrow, Jalan Jend. Ahmad Yani No. 288,
Dukuh Menanggal Subdistrict, Gayungan District, City of Surabaya, East Java Province, owned by
PT Citra Cito Perkasa, does not exceed 10% (ten percent) of the Company’s total assets.
2. The acquisition of land and building located in Jalan Veteran No. 01, Sidomoro Subdistrict,
Kebomas District, Gresik Regency, East Java Province, owned by PT Panca Megah Utama, does
not exceed 10% (ten percent) of the Company’s total assets.
3. The acquisition of land and building located in Jalan Sholeh Iskandar, Kedung Badak Village, Tanah
Sareal District, City of Bogor, West Java Province, owned by PT Surya Asri Lestari, does not exceed
10% (ten percent) of the Company’s total assets.
4. The acquisition of land and building located in Jalan Malioboro No. 11 A, Sosromenduran
Subdistrict, Gedongtengen District, City of Yogyakarta, Special Region of Yogyakarta Province,
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owned by PT Nusa Malioboro Indah, does not exceed 10% (ten percent) of the Company’s total
assets.
5. The acquisition of land located in Graha Balaraja Industrial Area, Jalan Raya Serang Km. 27,
Sukamurni Subdistrict and Tobat Subdistrict, Balaraja District, Tangerang Regency, Banten
Province, owned by PT Balaraja Sentosa, does not exceed 10% (ten percent) of the Company’s
total assets.
6. The acquisition of land and building located in Jalan Kapten Muslihat No. 14, Paledang Subdistrict,
Central Bogor District, City of Bogor, West Java Province, owned by PT Surya Asri Lestari, does
not exceed 10% (ten percent) of the Company’s total assets.
Based on the foregoing calculation, each Proposed Use of Proceeds for the Proposed Transaction does
not exceed 10% (ten percent) of the Company’s total assets and accordingly Proposed Use of Proceeds
for the Proposed Transaction does not constitute a material transaction within the meaning of OJK
Regulation No. 17/2020.
Each of the Proposed Use of Proceeds for the Proposed Transaction does not constitute a series of
transactions for a particular purpose or activity as contemplated under OJK Regulation No. 17/2020.
Accordingly, each Proposed Transaction as described above stands independently and does not
constitute interdependent transactions.
As of the date of issuance of this Information Disclosure, the Company has affiliated relationships with
PT Citra Cito Perkasa, PT Panca Megah Utama, PT Surya Asri Lestari, PT Nusa Malioboro Indah, and
PT Balaraja Sentosa as defined under OJK Regulation No. 42/POJK.04/2020 (“OJK Regulation No.
42/2020”). Accordingly, the Proposed Use of Proceeds for the Proposed Transaction constitutes an
affiliated transaction but do not constitute conflict of interest transactions, as there is no divergence
between the economic interests of the Company and the personal economic interests of the members
of the Board of Directors, the Board of Commissioners, or the Controlling Shareholder that could be
detrimental to the Company. Furthermore, such transactions does not have any adverse impact on the
Company’s operational activities, legal position, financial condition, or business continuity as
contemplated under OJK Regulation No. 42/2020.
Pursuant to Article 4 paragraph (1) letters a, b, and c of OJK Regulation No. 42/2020, the Company is
required to (a) appoint an appraiser to determine the fair value of the transaction object and the fairness
of the transaction; (b) disclose information to the public; and (c) submit such information disclosure
together with other supporting documents to OJK no later than two business days after the transaction
date.
If the Proposed Use of Proceeds for the Company’s working capital and/or capital contribution to the
Company’s Subsidiaries for working capital purposes in support of their business activities constitutes
a material transaction, an affiliated transaction, and/or a conflict of interest transaction, the Company
shall comply with the provisions of OJK Regulation No. 17/2020 and/or OJK Regulation No. 42/2020
(as applicable).
In the prospectus to be issued in relation with PMHMETD VIII, the Company’s management reserves
the right to make adjustments to the Proposed Use of Proceeds by taking into account prevailing
circumstances and other factors deemed appropriate, while still adhering to the general framework of
the Proposed Use of Proceeds as outlined above.
Final and detailed information regarding the use of proceeds will be disclosed in the prospectus to be
issued in relation with PMHMETD VIII and made available to the eligible shareholders in due course, in
accordance with the applicable laws and regulations.
BRIEF DESCRIPTION OF THE AGREEMENTS AND AGREED TERMS AND CONDITIONS
The Company has entered into Conditional Sale and Purchase Agreements with PT Citra Cito Perkasa,
PT Panca Megah Utama, PT Surya Asri Lestari, PT Nusa Malioboro Indah, and PT Balaraja Sentosa
on 18 February 2026. Set forth below is a brief description of the principal terms and conditions as
stipulated in such Conditional Sale and Purchase Agreements:
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No. Subject Description
1. Agreement Name Conditional Sale and Purchase Agreement for Building Rights dated 18
February 2026
Parties a. Company; and
b. PT Citra Cito Perkasa.
Transaction Object The entire building in the form of a multi‑story structure erected on shared
land, within which there are condominium units, based on:
a. Apartment Ownership Certificates (Sertifikat Hak Milik atas Satuan
Rumah Susun or “SHMSRS”) No. 00043, with an area of 8,312.33 m²,
located in Dukuh Menanggal Village, Gayungan District, Surabaya City,
East Java Province.
b. SHMSRS No. 00044, with an area of 15.46 m², located in Dukuh
Menanggal Village, Gayungan District, Surabaya City, East Java
Province.
c. SHMSRS No. 00294, with an area of 3,239.69 m², located in Dukuh
Menanggal Village, Gayungan District, Surabaya City, East Java
Province.
d. SHMSRS No. 00295, with an area of 18.30 m², located in Dukuh
Menanggal Village, Gayungan District, Surabaya City, East Java
Province.
e. SHMSRS No. 00296, with an area of 11.82 m², located in Dukuh
Menanggal Village, Gayungan District, Surabaya City, East Java
Province.
f. SHMSRS No. 00297, with an area of 24.25 m², located in Dukuh
Menanggal Village, Gayungan District, Surabaya City, East Java
Province.
g. SHMSRS No. 00298, with an area of 51.80 m², located in Dukuh
Menanggal Village, Gayungan District, Surabaya City, East Java
Province.
h. SHMSRS No. 00299, with an area of 241.58 m², located in Dukuh
Menanggal Village, Gayungan District, Surabaya City, East Java
Province.
i. SHMSRS No. 00300, with an area of 95.37 m², located in Dukuh
Menanggal Village, Gayungan District, Surabaya City, East Java
Province.
j. SHMSRS No. 00956, with an area of 3,696.39 m², located in Dukuh
Menanggal Village, Gayungan District, Surabaya City, East Java
Province.
k. SHMSRS No. 00957, with an area of 15.78 m², located in Dukuh
Menanggal Village, Gayungan District, Surabaya City, East Java
Province.
l. SHMSRS No. 00958, with an area of 10.73 m², located in Dukuh
Menanggal Village, Gayungan District, Surabaya City, East Java
Province.
m. SHMSRS No. 00959, with an area of 63.83 m², located in Dukuh
Menanggal Village, Gayungan District, Surabaya City, East Java
Province.
n. SHMSRS No. 01495, with an area of 156.42 m², located in Dukuh
Menanggal Village, Gayungan District, Surabaya City, East Java
Province.
o. SHMSRS No. 01496, with an area of 184.31 m², located in Dukuh
Menanggal Village, Gayungan District, Surabaya City, East Java
Province.
Purchase Price of the IDR 351,500,000,000 (three hundred fifty one billion five hundred million
Assets Rupiah), excluding Value Added Tax (“VAT”)
Governing Law and The laws of the Republic of Indonesia shall apply, and disputes shall fall
Dispute Resolution under the jurisdiction of the Tangerang District Court.
2. Agreement Name Conditional Sale and Purchase Agreement for Building Rights dated 18
February 2026
Parties a. Company; dan
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No. Subject Description
b. PT Panca Megah Utama.
Transaction Object The land area and the entire building erected on it, including the construction,
structure, and all buildings above it with a total buildingarea of 15,848 m²,
based on:
a. Building Use Rights Certificate (Sertifikat Hak Guna Bangunan –
“SHGB”) with Land Parcel Identification Number 12.09.000036181.0,
formerly SHGB No. 22, covering an area of 6,305 m², located in
Sidomoro Subdistrict, Kebomas District, Gresik Regency, East Java
Province.
b. SHGB with Land Parcel Identification Number 12.09.000036131.0,
formerly SHGB No. 42, covering an area of 399 m², located in Sidomoro
Village, Kebomas District, Gresik Regency, East Java Province.
Purchase Price of the IDR 134,500,000,000 (one hundred thirty four billion five hundred million
Assets Ruliah), excluding VAT.
Governing Law and The laws of the Republic of Indonesia shall apply, and disputes shall fall
Dispute Resolution under the jurisdiction of the Tangerang District Court.
3. Agreement Name Conditional Sale and Purchase Agreement for Building Rights dated 18
February 2026
Parties a. Company; and
b. PT Surya Asri Lestari.
Transaction Object The land area and the entire building constructed on it, including the
construction, structure, and all buildings located above it with a total building
area of 26,657 m², based on:
a. SHGB No. 01208, covering an area of 57 m², located in Kedung Badak
Village, Tanah Sareal District, City of Bogor , West Java Province.
b. SHGB No. 01370, covering an area of 7,944 m², located in Kedung
Badak Village, Tanah Sareal District, City of Bogor , West Java Province.
Purchase Price of the IDR 122,000,000,000 (one hundred twenty two billion Rupiah), excluding
Assets VAT.
Governing Law and The laws of the Republic of Indonesia shall apply, and disputes shall fall
Dispute Resolution under the jurisdiction of the Tangerang District Court.
4. Agreement Name Conditional Sale and Purchase Agreement for Building Rights dated 18
February 2026
Parties a. Company; dan
b. PT Nusa Malioboro Indah.
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No. Subject Description
Transaction Object The land area and the entire building constructed on it, including the
construction, structure, and all buildings located above it, with a total building
area of 5,382 m², based on:
a. SHGB No. 415, covering an area of 607 m², located in Sosromenduran
Village, Gedongtengen District, Yogyakarta City, Special Region of
Yogyakarta.
b. SHGB No. 415, covering an area of 607 m², located in Sosromenduran
Village, Gedongtengen District, Yogyakarta City, Special Region of
Yogyakarta.
c. SHGB No. B.176/Smd., covering an area of 49 m², located in
Sosromenduran Village, Gedongtengen District, Yogyakarta City,
Special Region of Yogyakarta.
d. SHGB No. 177, covering an area of 8 m², located in Sosromenduran
Village, Gedongtengen District, Yogyakarta City, Special Region of
Yogyakarta.
e. SHGB No. 178, covering an area of 16 m², located in Sosromenduran
Village, Gedongtengen District, Yogyakarta City, Special Region of
Yogyakarta.
Purchase Price of the IDR 68.000.000.000 (sixty eight billion Rupiah), excluding VAT.
Assets
Governing Law and The laws of the Republic of Indonesia shall apply, and disputes shall fall
Dispute Resolution under the jurisdiction of the Tangerang District Court.
5. Agreement Name Conditional Sale and Purchase Agreement for Building Rights dated 18
February 2026
Parties a. Company; and
b. PT Balaraja Sentosa.
Transaction Object The land area is based on:
1) SHGB with Land Parcel Identification Number 28.04.000133500.0 ex
No. 08, covering an area of 35,331 m², located in Sukamurni Subdistrict,
Balaraja District, Tangerang Regency, Banten Province.
2) SHGB with Land Parcel Identification Number 28.04.000121027.0 ex
No. 09, covering an area of 2,615 m², located in Sukamurni Subdistrict,
Balaraja District, Tangerang Regency, Banten Province.
3) SHGB with Land Parcel Identification Number 28.04.000121029.0 ex
No. 459, covering an area of 223 m², located in Tobat Subdistrict,
Balaraja District, Tangerang Regency, Banten Province.
Purchase Price of the IDR 54.500.000.000 (fifty four billion five hundred million Rupiah), excluding
Assets VAT
Governing Law and The laws of the Republic of Indonesia shall apply, and disputes shall fall
Dispute Resolution under the jurisdiction of the Tangerang District Court.
6. Agreement Name Conditional Sale and Purchase Agreement for Building Rights dated 18
February 2026
Parties a. Company; dan
b. PT Surya Asri Lestari.
Transaction Object The land area and the entire building constructed on it, including the
construction, structure, and all buildings located above it with a total building
area of 1,659 m², based on
:
a. SHGB with Land Parcel Identification Number 10.09.000003586.0 ex
No. 388, covering an area of 74 m², located in Paledang Village, Central
Bogor District, Bogor City, West Java Province.
b. SHGB with Land Parcel Identification Number 10.09.000002590.0 ex
No. 389, covering an area of 137 m², located in Paledang Village,
Central Bogor District, Bogor City, West Java Province.
c. SHGB with Land Parcel Identification Number 10.09.000002794.0 ex
No. 390, covering an area of 915 m², located in Paledang Village,
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No. Subject Description
Central Bogor District, Bogor City, West Java Province.
d. SHGB with Land Parcel Identification Number 10.09.0000031830.0 ex
No. 391, covering an area of 930 m², located in Paledang Village,
Central Bogor District, Bogor City, West Java Province.
Purchase Price of the IDR 49.500.000.000 (forty nine billion five hundred million Rupiah), excluding
Assets VAT.
Governing Law and The laws of the Republic of Indonesia shall apply, and disputes shall fall
Dispute Resolution under the jurisdiction of the Tangerang District Court.
SUMMARY OF ASSET VALUATION REPORT
A. SUMMARY OF THE ASSET VALUATION OF PT CITRA CITO PERKASA
The Company has appointed KJPP Iwan Bachron & Rekan (“IBR”), as an independent appraiser
licensed by the Ministry of Finance under the business license No. 552/KM.1/2009 dated 10 June 2009
and registered as a capital market supporting professional with OJK under Capital Market Supporting
Profession Registration Certificate No. STTD.PPB-27/PJ-1/PM.02/2023 dated 20 June 2023, pursuant
to the engagement letter No. 220/IDRBDG-PEN/PNW/XII/2025 dated 23 December 2025, in
accordance with Offer Letter No. 220/IDRBDG-PEN/PNW/XII/2025 dated 23 December 2025, provides
an opinion as an independent appraiser on the market value of the building controlled/owned by PT
Citra Cito Perkasa.
The following is a summary of the asset appraisal report from IBR through Report No. 00039/2.0047-
05/PI/03/0500/1/II/2026 dated 16 February 2026:
a. Parties to the Proposed Transaction
The parties involved in the proposed transaction are:
1. The Company; and
2. PT Citra Cito Perkasa.
b. Valuation Object
The valuation object is a building with a total area of 16,138.06 m² located at Mall City of Tomorrow
Jalan Jend. Ahmad Yani No. 288, Dukuh Menanggal Subdistrict, Gayungan District, Surabaya
City, East Java Province.
c. Inspection of the Valuation Object
A physical inspection of the valuation object was conducted on 14 January 2026.
d. Valuation Date
The valuation date is determined as 31 December 2025. This date was selected based on
considerations related to the purpose and intent of the valuation.
e. Purpose and Intent of the Valuation
The purpose and intent of the valuation of the market value opinion is to support the preparation
of a fairness opinion in relation to the implementation of affiliated transactions as referred to in OJK
Regulation No. 42/2020.
f. Assumptions and Limiting Conditions
- The valuation report constitutes a non‑disclaimer opinion.
- IBR has reviewed the documents used in the valuation process.
- IBR assumes that the data and information obtained were sourced from parties deemed
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reliable.
- The valuation report is open to the public except for confidential information that may affect the
Company’s operations.
- IBR is responsible for the valuation report and the final value conclusion.
- Information provided to IBR by other parties, as stated in the valuation report, is considered
appropriate and reliable; however, IBR shall not be held liable should such information later
prove to be inaccurate. Information presented without reference to a specific source constitutes
IBR’s own review of available data, examination of documents, or statements from authorized
government agencies. Responsibility for verifying such information rests entirely with the client.
- The values stated in the valuation report, as well as any other values related to the valuation
bbjects contained therein, apply solely for the stated purpose and intent of the valuation. These
values may not be used for any other valuation purpose that could result in misinterpretation.
- IBR has considered the condition of the valuation object; however, IBR is not obligated to
inspect concealed, inaccessible, or non-visible components of the valuation object. IBR
provides no warranty regarding the existence of hidden defects. IBR is not required to inspect
additional facilities. Unless stated otherwise, IBR assumes that all such aspects are adequately
met.
- The market value provided reflects the actual value without consideration of tax obligations or
costs related to a sale transaction. The valuation object is assumed to be free from mortgages,
disputes, liens, and any outstanding charges.
- The total market value presented in the valuation summary represents merely the aggregation
of the market values of each item at the specified locations, and shall not be construed as the
value of the assets if transferred collectively at the valuation date.
- The fee for this valuation is not contingent upon the value of the valuation object determined or
stated in the valuation report.
- The valuation report is invalid without the signature of the Appraiser from IBR.
- The valuation report is invalid without the signature of the management and the official office
seal of IBR.
g. Key Assumptions
- All statements and data presented in this report are true and accurate to the best knowledge
and good faith of the appraiser.
- The field inspection conducted by IBR was limited to the visible conditions of the assets
presented in the valuation report and was not intended to examine underground conditions.
IBR performed only a visual inspection and did not assess in detail components that were not
visible.
- Any research and investigation relating to the legal validity of asset ownership and any liabilities
that may result in losses to the valued assets do not fall within the scope of work of the
Appraiser. Such matters fall under the responsibility of legal counsel; therefore, for the purpose
of this valuation, IBR assumes that the valued assets are free from any legal claims.
- For this valuation, IBR has conducted land parcel verification through BPN Online (Ministry of
Agrarian Affairs and Spatial Planning/National Land Agency) or the Sentuh Tanahku
application.
- In the valuation of personal property assets, the U.S. dollar exchange rate used by IBR refers
to the middle rate prevailing on the valuation date.
- For this valuation, IBR assumes that the above-mentioned assets are marketable, free from
disputes or encumbrances, and that ownership of the Assets can be transferred.
- The valuation object presented to IBR by the client is assumed to be the actual property
intended for valuation.
- IBR assumes that all data and information received from the client or asset owner are true and
accurate.
h. Valuation Approaches and Methods
With due consideration to the scope of work and by reference to the Indonesian Valuation
Standards (Standar Penilaian Indonesia or “SPI”) Edition VII – 2018 and the OJK Regulation No.
28/POJK.04/2021, the valuation approaches and methodologies applied are as follows:
9
Page 10
Market Approach
The Market Approach provides an indication of value by comparing the asset being valued
with identical or comparable assets for which transaction or offering price information is
available (SPI Edition VII – 2018, KPUP 15.1).
The property valuation method applied under the Market Approach is the Direct Comparison
Method, which uses information from transactions or offerings involving similar or comparable
assets to derive an indication of value (SPI Edition VII – 2018, SPI 106 – 6.2.a).
i. Appraiser’s Conclusion
Based on the SPI Edition VII – 2018 Standards and the OJK Regulation No. 28/POJK.04/2021,
and after conducting data collection and inspection of the valued assets, followed by data analysis
and processing while considering factors affecting value, IBR is of the opinion that the market value
of the valued assets, expressed in Indonesian Rupiah as of 31 December 2025, is IDR
359,822,300,000 (three hundred fifty nine billion eight hundred twenty two million three hundred
thousand Rupiah).
B. SUMMARY OF THE ASSET VALUATION REPORT OF PT PANCA MEGAH UTAMA
IBR, as an independent appraiser holding a business license from the Ministry of Finance No.
552/KM.1/2009 dated 10 June 2009 and registered as a capital market supporting professional with the
Financial Services Authority pursuant to Certificate of Registration No. STTD.PPB-27/PJ-1/PM.02/2023
dated 20 June 2023, based on its proposal letter No. 220/IDRBDG-PEN/PNW/XII/2025 dated 23
December 2025, has provided its opinion as an independent appraiser on the market value of land and
buildings controlled/owned by PT Panca Megah Utama.
Below is the summary of the asset appraisal report from IBR as set out in Report No. 00042/2.0047-
05/PI/03/0500/1/II/2026 dated 6 February 2026:
a. Parties to the Proposed Transaction
The parties involved in the proposed transaction are:
1. The Company; and
2. PT Panca Megah Utama.
b. Valuation Object
The object of valuation is land and buildings with a total land area of 6,704 m² and a total building
area of 15,848 m², located at No. 01 Veteran Street, Sidomoro Subdistrict, Kebomas District,
Gresik Regency, East Java Province.
c. Inspection of the Valuation Object
A physical inspection of the valuation object was conducted on 13 January 2026.
d. Valuation Date
The valuation date is set as 31 December 2025. This date was selected based on considerations
regarding the objectives and intent of the valuation.
e. Purpose and Intent of the Valuation
The purpose and objective of the valuation opinion on the market value is to support the
preparation of a fairness opinion in connection with the implementation of an affiliated transaction
as referred to in OJK Regulation No. 42/2020.
f. Assumptions and Limiting Conditions
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Page 11
- The appraisal report constitutes a non-disclaimer opinion.
- IBR has reviewed the documents used in the appraisal process.
- IBR assumes that the data and information obtained are derived from sources deemed reliable
and accurate.
- The appraisal report is open to the public except for confidential information that may affect the
company’s operations.
- IBR is responsible for this appraisal report and the final value conclusion.
- Information provided by other parties to IBR, as stated in the appraisal report, is considered
proper and reliable; however, IBR shall not be responsible if such information is later proven to
be inconsistent with the actual facts. Information presented without citing sources constitutes
the result of IBR’s review of available data, document examination, or statements from
competent government authorities. Responsibility for re-verifying such information rests entirely
with the instructing party.
- The value stated in the appraisal report, as well as any other value forming part of the appraisal
object, is valid solely for the stated purpose and objective of the valuation. The value must not
be used for any other purpose that may lead to error.
- IBR has considered the condition of the appraisal object but is not obligated to inspect parts
that are concealed, not visible, or inaccessible. IBR provides no guarantee regarding any
hidden defects. IBR is also not obligated to inspect other facilities. Unless otherwise informed,
this appraisal assumes that all such aspects are in satisfactory condition.
- The market value referred to reflects the true value without taking into account any tax liabilities
or costs related to a sale transaction. The appraisal object is assumed to be free from any
mortgages, disputes, premiums, or other outstanding charges.
- The total market value stated in the appraisal summary represents only the aggregate of the
market values of each item at the specified location as described in the appraisal report and
shall not be construed as the value if all assets were transferred simultaneously on the valuation
date.
- The fee for this appraisal is not contingent upon the amount of value of the appraisal object
obtained or stated in the appraisal report.
- The appraisal report shall be invalid if it is not signed by the appraiser from IBR.
- The appraisal report shall be invalid if it is not signed by the authorized head and affixed with
the office seal of IBR.
g. Key Assumptions
- All statements and data presented in the report are true and accurate to the best knowledge
and good faith of the Appraiser.
- The field inspection performed by IBR was limited to the visible conditions of the asset
presented in the valuation report and was not intended to examine underground conditions.
IBR conducted only a visual inspection and did not inspect in detail any components that were
not visible.
- Research and investigation related to the legal validity of asset ownership and any liabilities
that may result in losses to the valued assets do not fall within the scope of work of the
Appraiser. Such matters fall within the responsibility of legal counsel; therefore, for this
valuation, IBR assumes that the valued assets are free from any legal claims.
- For this valuation, IBR conducted a land parcel verification through BPN Online (Ministry of
Agrarian Affairs and Spatial Planning/National Land Agency) or the Sentuh Tanahku
application.
- In the valuation of personal property assets, the U.S. dollar exchange rate used by IBR refers
to the middle exchange rate for 1 USD on the valuation date.
- For this valuation, IBR assumes that the above‑mentioned assets are marketable, free from
disputes or encumbrances, and that ownership of the assets can be transferred.
- The valuation object presented to IBR by the client is assumed to be the actual property
intended for valuation.
- IBR assumes that all data and information received from the client or asset owner are true and
accurate.
h. Valuation Approaches and Methods
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Page 12
With due consideration to the scope of work and by reference to SPI Edition VII – 2018 and OJK
Regulation No. 28/POJK.04/2021, the valuation approaches and methodologies applied are as
follows:
Income Approach
The income approach provides an indication of value by converting future cash flows into
present value (SPI Edition VII – 2018, KPUP 16.1).
This approach considers the income to be generated by the asset during its useful life and
calculates the value through a capitalization process. Capitalization refers to the conversion
of income into a capital amount by applying an appropriate discount rate. Cash flows may be
obtained from the income of a contract or several contracts or may not be contractual; for
example, anticipated benefits derived from the use or ownership of an asset (SPI Edition VII
– 2018, KPUP 16.2).
Gross Income Multiplier (“GIM”) is used to measure the relationship between a property’s
gross income and its sale price. A subject property is valued by multiplying its annual gross
income by the GIM derived from comparable property sales data.
Cost Approach
The cost approach provides an indication of value using an economic principle whereby a
buyer will not pay more for an asset than the cost of obtaining an asset with equal or equivalent
utility at the time of purchase or construction.
This approach is based on the principle that the price a buyer would pay in the market for the
asset being valued should not exceed the cost of purchasing or constructing an equivalent
asset, unless there are abnormal timing factors, inconvenience, risks, or other considerations.
In general, the asset being valued will be less attractive due to age or obsolescence compared
to newly purchased or constructed alternatives. Therefore, adjustments are required due to
cost differences relative to alternative assets, depending on the required Basis of Value (SPI
2018, KPUP 17.0). Under the Cost Approach, the valuation method applied is the
Replacement Cost Method.
i. Appraiser’s Conclusion
Based on SPI Edition VII – 2018 and OJK Regulation No. 28/POJK.04/2021, and after conducting
data collection and inspection of the valued assets, followed by analysis and data processing
considering factors affecting value, IBR concludes that the Market Value of the valued assets,
expressed in Indonesian Rupiah as of 31 December 2025, is IDR 137,550,800,000 (one hundred
thirty seven billion five hundred fifty million eight hundred thousand Rupiah).
C. SUMMARY OF THE ASSET VALUATION REPORT OF PT SURYA ASRI LESTARI
IBR, as an independent appraiser licensed by the Ministry of Finance under business license No.
552/KM.1/2009 dated 10 June 2009 and registered as a capital market supporting professional with the
OJK under Capital Market Supporting Profession Registration Certificate No.
STTD.PPB‑27/PJ‑1/PM.02/2023 dated 20 June 2023, pursuant to the engagement letter No.
220/IDRBDG‑PEN/PNW/XII/2025 dated 23 December 2025, has provided an independent opinion
regarding the market value of land and building controlled/owned by PT Surya Asri Lestari.
The following is a summary of the asset appraisal report from IBR through Report No. No.00043/2.0047-
05/PI/03/0500/1/II/2026 dated 6 February 2026:
a. Parties to the Proposed Transaction
The parties involved in the proposed transaction are:
1. Company; and
2. PT Surya Asri Lestari.
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Page 13
b. Valuation Object
1. The valuation object is a parcel of land and building with a total land area of 2,056 m2 and a
total building area of 1,659 m2 located at Jalan Kapten Muslihat No. 14, Paledang Sub district,
Central Bogor District, Bogor City, West Java Province. .
2. The valuation object is a parcel of land and building with a total land area of 8,001 m² and a
building area of approximately 26,657 m², located at Jalan Sholeh Iskandar, Kedung Badak
Village, Tanah Sereal District, Bogor City, West Java Province.
c. Inspection of the Valuation Object
A physical inspection of the valuation object was conducted on 14 January 2026.
d. Valuation Date
The valuation date is set as 31 December 2025. This date was selected based on considerations
regarding the objectives and intent of the valuation.
e. Purpose and Intent of the Valuation
The purpose and intent of the valuation of the market value opinion is to support the preparation
of the fairness opinion in relation to the implementation of affiliated transactions as referred to in
OJK Regulation No. 42/2020.
f. Assumptions and Limiting Conditions
- The valuation report constitutes a non‑disclaimer opinion.
- IBR has reviewed the documents used in the valuation process.
- IBR assumes that the data and information obtained were sourced from parties deemed
reliable.
- The valuation report is open to the public except for confidential information that may affect the
Company’s operations.
- IBR is responsible for this valuation report and the final value conclusion.
- Information provided to IBR by other parties, as stated in the valuation report, is considered
appropriate and reliable; however, IBR shall not be liable if such information later proves to be
inaccurate. Information presented without a specified source constitutes IBR’s own review of
available data, examination of documents, or statements from authorized government
agencies. Responsibility for verifying such information rests entirely with the client.
- The values stated in the valuation report, as well as any other values relating to the valuation
object, apply solely for the stated purpose and intent of the valuation. These values must not
be used for any other valuation purpose that could lead to misinterpretation.
- IBR has considered the condition of the valuation object; however, IBR is not obligated to
inspect concealed, inaccessible, or non-visible components. IBR provides no warranty
regarding hidden defects. IBR is not required to inspect any additional facilities. Unless stated
otherwise, IBR assumes all such aspects are satisfactorily met.
- The market value presented reflects the actual value without considering tax obligations or
costs related to sale transactions. The valuation object is assumed to be free from mortgages,
disputes, liens, and any outstanding charges.
- The total Market Value presented in the valuation summary represents only the aggregate of
the market values of each item at the specified location and shall not be interpreted as the value
of the assets if transferred collectively as of the valuation date.
- The fee for this valuation is not contingent upon the value of the valuation object determined or
stated in the valuation report.
- The valuation report is invalid without the signature of the appraiser from IBR.
- The valuation report is invalid without the signature of management and the official office seal
of IBR.
g. Key Assumptions
13
Page 14
- All statements and data presented in the report are true and accurate to the best knowledge
and good faith of the Appraiser.
- The field inspection performed by IBR was limited to the visible conditions of the asset
presented in the valuation report and was not intended to examine underground conditions.
IBR conducted only a visual inspection and did not inspect in detail any components that were
not visible.
- Research and investigation related to the legal validity of asset ownership and any liabilities
that may result in losses to the valued assets do not fall within the scope of work of the
Appraiser. Such matters fall within the responsibility of Legal Counsel; therefore, for this
valuation, IBR assumes that the valued assets are free from any legal claims.
- For this valuation, IBR conducted a land parcel verification through BPN Online (Ministry of
Agrarian Affairs and Spatial Planning/National Land Agency) or the Sentuh Tanahku
application.
- In the valuation of personal property assets, the U.S. dollar exchange rate used by IBR refers
to the middle exchange rate for 1 USD on the valuation date.
- For this valuation, IBR assumes that the above‑mentioned Assets are marketable, free from
disputes or encumbrances, and that ownership of the Assets can be transferred.
- The valuation object presented to IBR by the client is assumed to be the actual property
intended for valuation.
- IBR assumes that all data and information received from the client or asset owner are true and
accurate.
h. Valuation Approaches and Methods
With due consideration to the scope of work and by reference to SPI Edition VII – 2018 and OJK
Regulation No. 28/POJK.04/2021, the valuation approaches and methodologies applied are as
follows:
Market Approach
The market approach provides an indication of value by comparing the asset being valued
with identical or comparable assets for which transaction or offering price information is
available (SPI Edition VII – 2018, KPUP 15.1).
The property valuation method applied under the Market Approach is the Direct Comparison
Method, which uses information from transactions or offerings involving the same or similar
assets to the asset being valued in order to derive an indication of value (SPI Edition VII –
2018, SPI 106 – 6.2.a).
Income Approach
The income approach provides an indication of value by converting future cash flows into
present value (SPI Edition VII – 2018, KPUP 16.1).
This approach considers the income to be generated by the asset during its useful life and
calculates the value through a capitalization process. Capitalization refers to the conversion
of income into a capital amount by applying an appropriate discount rate. Cash flows may be
obtained from the income of a contract or several contracts or may not be contractual; for
example, anticipated benefits derived from the use or ownership of an asset (SPI Edition VII
– 2018, KPUP 16.2). Under the Income Approach, the valuation method applied is the
Discounted Cash Flow Method.
Gross Income Multiplier (“GIM”) is used to measure the relationship between a property’s
gross income and its sale price. A subject property is valued by multiplying its annual gross
income by the GIM derived from comparable property sales data.
Cost Approach
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Page 15
The cost approach provides an indication of value using an economic principle whereby a
buyer will not pay more for an asset than the cost of obtaining an asset with equal or equivalent
utility at the time of purchase or construction.
This approach is based on the principle that the price a buyer would pay in the market for the
asset being valued should not exceed the cost of purchasing or constructing an equivalent
asset, unless there are abnormal timing factors, inconvenience, risks, or other considerations.
In general, the asset being valued will be less attractive due to age or obsolescence compared
to newly purchased or constructed alternatives. Therefore, adjustments are required due to
cost differences relative to alternative assets, depending on the required basis of value (SPI
2018, KPUP 17.0). Under the Cost Approach, the valuation method applied is the
Replacement Cost Method.
i. Appraiser’s Conclusion
Based on SPI Edition VII – 2018 and OJK Regulation No. 28/POJK.04/2021, and after conducting
data collection and inspection of the valued assets, followed by analysis and data processing
considering factors affecting value, IBR concludes that the Market Value of the valued assets,
expressed in Indonesian Rupiah as of 31 December 2025, is IDR 175,641,200,000 (one hundred
seventy five billion six hundred forty one million two hundred thousand Rupiah), which consist:
1. Land and buildings with a total land area of 2,056 m² and a total building area of 1,659 m²,
located at No. 14 Kapten Muslihat Street, Paledang Subdistrict, Central Bogor District, Bogor
City, West Java Province, with a value of Rp50,939,800,000 (fifty billion nine hundred thirty-
nine million eight hundred thousand Rupiah); and
2. Land and buildings with a total land area of 8,001 m² and a total building area of 26,657 m²,
located at Sholeh Iskandar Street, Kedung Badak Village, Tanah Sereal District, Bogor City,
West Java Province, with a value of Rp124,701,400,000 (one hundred twenty-four billion
seven hundred one million four hundred thousand Rupiah).
D. SUMMARY OF THE ASSET VALUATION REPORT OF PT NUSA MALIOBORO INDAH
IBR, as an independent appraiser licensed by the Ministry of Finance under business license No.
552/KM.1/2009 dated 10 June 2009 and registered as a capital market supporting professional with the
OJK under Capital Market Supporting Profession Registration Certificate No.
STTD.PPB‑27/PJ‑1/PM.02/2023 dated 20 June 2023, pursuant to the engagement letter No.
220/IDRBDG‑PEN/PNW/XII/2025 dated 23 December 2025, has provided an independent opinion
regarding the market value of land and building controlled/owned by PT Nusa Indah Malioboro.
The following is a summary of the asset appraisal report from IBR through Report No. No.00041/2.0047-
05/PI/03/0500/1/II/2026 dated 6 February 2026:
a. Parties to the Proposed Transaction
The parties involved in the proposed transaction are:
1. Company; and
2. PT Nusa Indah Malioboro
b. Valuation Object
The object of valuation is land and buildings consisting of land with an area of 1,658 m² and a
building with an area of 5,382 m², including supporting facilities, located at No. 11 A Malioboro
Street, Sosromenduran Subdistrict, Gedongtengen District, Yogyakarta City, Special Region of
Yogyakarta Province.
c. Inspection of the Valuation Object
A physical inspection of the Valuation Object was conducted on 15 January 2026
15
Page 16
d. Valuation Date
The valuation date is set as 31 December 2025. This date was selected based on considerations
regarding the objectives and intent of the valuation.
e. Purpose and Intent of the Valuation
The purpose and intent of the valuation of the Market Value opinion is to support the preparation
of the Fairness Opinion in relation to the implementation of affiliated transactions as referred to in
OJK Regulation No. 42/2020.
f. Assumptions and Limiting Conditions
- The valuation report constitutes a non‑disclaimer opinion.
- IBR has reviewed the documents used in the valuation process.
- IBR assumes that the data and information obtained were sourced from parties deemed
reliable.
- The valuation report is open to the public except for confidential information that may affect the
Company’s operations.
- IBR is responsible for this valuation report and the final value conclusion.
- Information provided to IBR by other parties, as stated in the valuation report, is considered
appropriate and reliable; however, IBR shall not be liable if such information later proves to be
inaccurate. Information presented without a specified source constitutes IBR’s own review of
available data, examination of documents, or statements from authorized government
agencies. Responsibility for verifying such information rests entirely with the client.
- The values stated in the valuation report, as well as any other values relating to the valuation
object, apply solely for the stated purpose and intent of the valuation. These values must not
be used for any other valuation purpose that could lead to misinterpretation.
- IBR has considered the condition of the valuation object; however, IBR is not obligated to
inspect concealed, inaccessible, or non-visible components. IBR provides no warranty
regarding hidden defects. IBR is not required to inspect any additional facilities. Unless stated
otherwise, IBR assumes all such aspects are satisfactorily met.
- The market value presented reflects the actual value without considering tax obligations or
costs related to sale transactions. The valuation object is assumed to be free from mortgages,
disputes, liens, and any outstanding charges.
- The total market value presented in the valuation summary represents only the aggregate of
the market values of each item at the specified location and shall not be interpreted as the value
of the assets if transferred collectively as of the valuation date.
- The fee for this valuation is not contingent upon the value of the valuation object determined or
stated in the valuation report.
- The valuation report is invalid without the signature of the appraiser from IBR.
- The valuation report is invalid without the signature of management and the official office seal
of IBR.
g. Key Assumptions
- All statements and data presented in the report are true and accurate to the best knowledge
and good faith of the appraiser.
- The field inspection performed by IBR was limited to the visible conditions of the asset
presented in the valuation report and was not intended to examine underground conditions.
IBR conducted only a visual inspection and did not inspect in detail any components that were
not visible.
- Research and investigation related to the legal validity of asset ownership and any liabilities
that may result in losses to the valued assets do not fall within the scope of work of the
appraiser. Such matters fall within the responsibility of Legal Counsel; therefore, for this
valuation, IBR assumes that the valued assets are free from any legal claims.
- For this valuation, IBR conducted a land parcel verification through BPN Online (Ministry of
Agrarian Affairs and Spatial Planning/National Land Agency) or the Sentuh Tanahku
application.
16
Page 17
- In the valuation of personal property assets, the U.S. dollar exchange rate used by IBR refers
to the middle exchange rate for 1 USD on the valuation date.
- For this valuation, IBR assumes that the above‑mentioned Assets are marketable, free from
disputes or encumbrances, and that ownership of the assets can be transferred.
- The valuation object presented to IBR by the client is assumed to be the actual property
intended for valuation.
- IBR assumes that all data and information received from the client or asset owner are true and
accurate.
h. Valuation Approaches and Methods
With due consideration to the scope of work and by reference to SPI Edition VII – 2018 and OJK
Regulation No. 28/POJK.04/2021, the valuation approaches and methodologies applied are as
follows:
Income Approach
The income approach provides an indication of value by converting future cash flows into
present value (SPI Edition VII – 2018, KPUP 16.1).
This approach considers the income to be generated by the asset during its useful life and
calculates the value through a capitalization process. Capitalization refers to the conversion
of income into a capital amount by applying an appropriate discount rate. Cash flows may be
obtained from the income of a contract or several contracts or may not be contractual; for
example, anticipated benefits derived from the use or ownership of an asset (SPI Edition VII
– 2018, KPUP 16.2). Under the income approach, the valuation method applied is the
Discounted Cash Flow Method.
Gross Income Multiplier (“GIM”) is used to measure the relationship between a property’s
gross income and its sale price. A subject property is valued by multiplying its annual gross
income by the GIM derived from comparable property sales data.
Cost Approach
The cost approach provides an indication of value using an economic principle whereby a
buyer will not pay more for an asset than the cost of obtaining an asset with equal or equivalent
utility at the time of purchase or construction.
This approach is based on the principle that the price a buyer would pay in the market for the
asset being valued should not exceed the cost of purchasing or constructing an equivalent
asset, unless there are abnormal timing factors, inconvenience, risks, or other considerations.
In general, the asset being valued will be less attractive due to age or obsolescence compared
to newly purchased or constructed alternatives. Therefore, adjustments are required due to
cost differences relative to alternative assets, depending on the required Basis of Value (SPI
2018, KPUP 17.0). Under the cost approach, the valuation method applied is the Replacement
Cost Method.
i. Appraiser’s Conclusion
Based on SPI Edition VII – 2018 and OJK Regulation No. 28/POJK.04/2021, and after conducting
data collection and inspection of the valued assets, followed by analysis and data processing
considering factors affecting value, IBR concludes that the market value of the valued assets,
expressed in Indonesian Rupiah as of 31 December 2025, is IDR 69,440,600,000 (sixty nine billion
four hundred forty million six hundred thousand Rupiah).
E. SUMMARY OF THE ASSET VALUATION REPORT OF PT BALARAJA SENTOSA
IBR, as an independent appraiser licensed by the Ministry of Finance under business license No.
552/KM.1/2009 dated 10 June 2009 and registered as a capital market supporting professional with the
OJK under Capital Market Supporting Profession Registration Certificate No.
17
Page 18
STTD.PPB‑27/PJ‑1/PM.02/2023 dated 20 June 2023, pursuant to the engagement letter No.
220/IDRBDG‑PEN/PNW/XII/2025 dated 23 December 2025, has provided an independent opinion
regarding the market value of land controlled/owned by PT Balaraja Sentosa.
The following is a summary of the asset appraisal report from IBR through Report No. 00040/2.0047-
05/PI/03/0500/1/II/2026 dated 6 February 2026:
a. Parties to the Proposed Transaction
The parties involved in the proposed transaction are:
1. Company; and
2. PT Balaraja Sentosa.
b. Valuation Object
The valuation object is a land with a total area of 38,169 m², located on Graha Balaraja Industrial
Area, Jalan Raya Serang Km. 27, Sukamurni Subdistrict and Tobat Subdistrict, Balaraja District,
Tangerang Regency, Banten Province.
c. Inspection of the Valuation Object
A physical inspection of the valuation object was conducted on 14 January 2025
d. Valuation Date
The valuation date is set as 31 December 2025. This date was selected based on considerations
regarding the objectives and intent of the valuation.
e. Purpose and Intent of the Valuation
The purpose and intent of the valuation of the market value opinion is to support the preparation
of the fairness opinion in relation to the implementation of affiliated transactions as referred to in
OJK Regulation No. 42/2020.
f. Assumptions and Limiting Conditions
- The valuation report constitutes a non‑disclaimer opinion.
- IBR has reviewed the documents used in the valuation process.
- IBR assumes that the data and information obtained were sourced from parties deemed
reliable.
- The valuation report is open to the public except for confidential information that may affect the
Company’s operations.
- IBR is responsible for this valuation report and the final value conclusion.
- Information provided to IBR by other parties, as stated in the valuation report, is considered
appropriate and reliable; however, IBR shall not be liable if such information later proves to be
inaccurate. Information presented without a specified source constitutes IBR’s own review of
available data, examination of documents, or statements from authorized government
agencies. Responsibility for verifying such information rests entirely with the client.
- The values stated in the valuation report, as well as any other values relating to the valuation
object, apply solely for the stated purpose and intent of the valuation. These values must not
be used for any other valuation purpose that could lead to misinterpretation.
- IBR has considered the condition of the valuation object; however, IBR is not obligated to
inspect concealed, inaccessible, or non-visible components. IBR provides no warranty
regarding hidden defects. IBR is not required to inspect any additional facilities. Unless stated
otherwise, IBR assumes all such aspects are satisfactorily met.
- The market value presented reflects the actual value without considering tax obligations or
costs related to sale transactions. The valuation object is assumed to be free from mortgages,
disputes, liens, and any outstanding charges.
- The total market value presented in the valuation summary represents only the aggregate of
18
Page 19
the market values of each item at the specified location and shall not be interpreted as the value
of the assets if transferred collectively as of the valuation date.
- The fee for this valuation is not contingent upon the value of the valuation object determined or
stated in the valuation report.
- The valuation report is invalid without the signature of the appraiser from IBR.
- The valuation report is invalid without the signature of management and the official office seal
of IBR.
g. Key Assumptions
- All statements and data presented in the report are true and accurate to the best knowledge
and good faith of the Appraiser.
- The field inspection performed by IBR was limited to the visible conditions of the asset
presented in the valuation report and was not intended to examine underground conditions.
IBR conducted only a visual inspection and did not inspect in detail any components that were
not visible.
- Research and investigation related to the legal validity of asset ownership and any liabilities
that may result in losses to the valued assets do not fall within the scope of work of the
Appraiser. Such matters fall within the responsibility of legal counsel; therefore, for this
valuation, IBR assumes that the valued assets are free from any legal claims.
- For this valuation, IBR conducted a land parcel verification through BPN Online (Ministry of
Agrarian Affairs and Spatial Planning/National Land Agency) or the Sentuh Tanahku
application.
- For this valuation, IBR assumes that the above‑mentioned assets are marketable, free from
disputes or encumbrances, and that ownership of the assets can be transferred.
- The valuation object presented to IBR by the client is assumed to be the actual property
intended for valuation.
- IBR assumes that all data and information received from the client or asset owner are true and
accurate.
h. Valuation Approaches and Methods
With due consideration to the scope of work and by reference to SPI Edition VII – 2018 and OJK
Regulation No. 28/POJK.04/2021, the valuation approaches and methodologies applied are as
follows:
Market Approach
The market approach provides an indication of value by comparing the asset being valued
with identical or comparable assets for which transaction or offering price information is
available (SPI Edition VII – 2018, KPUP 15.1).
The property valuation method applied under the market approach is the Direct Comparison
Method, which uses information from transactions or offerings involving the same or similar
assets to the asset being valued in order to derive an indication of value (SPI Edition VII –
2018, SPI 106 – 6.2.a).
i. Appraiser’s Conclusion
Based on SPI Edition VII – 2018 and OJK Regulation No. 28/POJK.04/2021, and after conducting
data collection and inspection of the valued assets, followed by analysis and data processing
considering factors affecting value, IBR concludes that the market value of the valued assets,
expressed in Indonesian Rupiah as of 31 December 2025, is IDR 55,841,200,000 (fifty five billion
eight hundred forty one million two hundred thousand Rupiah).
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SUMMARY OF THE APPRAISER’S REPORT ON THE FAIRNESS OF THE PROPOSED
TRANSACTION
A. SUMMARY OF THE FAIRNESS OPINION REPORT ON THE PROPOSED TRANSACTION
KJPP Kusnanto & Rekan (“KR”) is an officially licensed Public Appraisal Service Office pursuant to the
Minister of Finance Decree No. 2.19.0162 dated 15 July 2019 and is registered as a capital market
supporting professional service office with the OJK under Capital Market Supporting Profession
Registration Certificate No. STTD.PB‑01/PJ‑1/PM.223/2023 (business appraiser). in accordance with
Assignment Letter No. KR.260105-003 dated 5 January 2026, which has been approved by the
Company’s management, to provide a fairness opinion on the Proposed Transaction.
Set out below is a summary of the fairness opinion report issued by KR under Report No. 00016/2.0162-
00/BS/05/0153/1/II/2026 dated 18 February 2026:
a. Parties to the Proposed Transaction
The parties involved in the proposed transaction are:
1. The Company;
2. PT Citra Cito Perkasa;
3. PT Panca Megah Utama;
4. PT Surya Asri Lestari;
5. PT Nusa Malioboro Indah; dan
6. PT Balaraja Sentosa.
b. Object of the Fairness Opinion
The object of the fairness opinion based on the conditional sale and purchase agreements is as
follows:
1. The Company is a party that has undertaken and bound itself to purchase and accept the
transfer of a building from PT Citra Cito Perkasa with a transaction value of
Rp351,500,000,000 (three hundred fifty-one billion five hundred million Rupiah).
2. The Company is a party that has undertaken and bound itself to purchase and accept the
transfer of land and buildings from PT Panca Megah Utama with a transaction value of
Rp134,500,000,000 (one hundred thirty-four billion five hundred million Rupiah).
3. The Company is a party that has undertaken and bound itself to purchase and accept the
transfer of land and buildings from PT Surya Asri Lestari with a transaction value of
Rp122,000,000,000 (one hundred twenty-two billion Rupiah).
4. The Company is a party that has undertaken and bound itself to purchase and accept the
transfer of land and buildings from PT Nusa Malioboro Indah with a transaction value of
Rp68,000,000,000 (sixty-eight billion Rupiah).
5. The Company is a party that has undertaken and bound itself to purchase and accept the
transfer of land from PT Balaraja Sentosa with a transaction value of Rp54,500,000,000 (fifty-
four billion five hundred million Rupiah).
6. The Company is a party that has undertaken and bound itself to purchase and accept the
transfer of land and buildings from PT Surya Asri Lestari with a transaction value of
Rp49,500,000,000 (forty-nine billion five hundred million Rupiah).
c. Purpose and Intent of the Fairness Opinion
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The purpose and objective of the preparation of the fairness opinion report on the proposed
transaction is to provide the Company’s Board of Directors with an overview of the fairness of the
proposed transaction from a financial perspective and to comply with the applicable regulations,
namely OJK Regulation No. 42/2020.
d. Assumptions and Limiting Conditions
The fairness opinion analysis on the proposed transaction is prepared using the data and
information as disclosed above, which have been reviewed by KR. In conducting its analysis, KR
relies on the accuracy, reliability, and completeness of all financial information, legal status
information of the Company, and all other information provided to KR by the Company or that is
publicly available, and KR assumes no responsibility for the accuracy of such information. Any
changes to the data and information may materially affect KR’s final opinion. KR also relies on the
representation from the Company’s management that they are not aware of any facts that would
render the information provided to KR incomplete or misleading. Therefore, KR shall not be
responsible for any change in the conclusion of KR’s fairness opinion resulting from changes to
such data and information.
The projected consolidated financial statements of the Company before and after the proposed
transaction were prepared by the Company’s management. KR has reviewed such financial
projections, and they reflect the Company’s operating conditions and performance. In general,
there are no significant adjustments that KR needs to make to the Company’s performance targets.
KR did not conduct an inspection of the Company’s fixed assets or facilities. In addition, KR does
not provide an opinion on the tax implications of the proposed transaction. The services rendered
by KR to the Company in relation to the proposed transaction are limited to the provision of a
fairness opinion on the proposed transaction and do not constitute accounting, audit, or taxation
services. KR has not conducted any examination of the legality of the proposed transaction from
a legal perspective or its tax implications. The fairness opinion on the proposed transaction is
reviewed solely from an economic and financial perspective. The fairness opinion report on the
proposed transaction constitutes a non-disclaimer opinion and is open to the public except for
confidential information that may affect the Company’s operations. Furthermore, KR has also
obtained information regarding the Company’s legal status based on its articles of association.
The work performed by KR in connection with the proposed transaction does not constitute, and
shall not be construed in any form as, a review or audit, or the performance of agreed-upon
procedures on financial information. Such work is also not intended to disclose weaknesses in
internal control, errors or irregularities in financial statements, or violations of law. In addition, KR
does not have the authority and is not in a position to obtain and analyze any other forms of
transactions outside the proposed transaction that may be available to the Company and the
impact of such transactions on the proposed transaction.
The fairness opinion is prepared based on market and economic conditions, general business and
financial conditions, and government regulations related to the proposed transaction as of the date
the fairness opinion is issued.
In preparing the fairness opinion, KR uses several assumptions, including the fulfillment of all
conditions and obligations of the Company and all parties involved in the proposed transaction.
The proposed transaction will be carried out as described within the specified timeframe, as well
as the accuracy of information regarding the proposed transaction disclosed by the Company’s
management.
The fairness opinion must be considered as a whole, and the use of only part of the analysis and
information without considering other information and analyses in their entirety may lead to
misleading views and conclusions regarding the process underlying the fairness opinion. The
preparation of a fairness opinion is a complex process and may not be accomplished through
incomplete analysis.
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KR also assumes that from the date of issuance of the fairness opinion until the date of the
proposed transaction, there will be no changes that materially affect the assumptions used in
preparing the fairness opinion. KR is not responsible for reaffirming, supplementing, or updating
its opinion due to changes in assumptions and conditions, or events occurring after the report date.
The calculations and analyses performed for the purpose of providing the fairness opinion have
been conducted properly, and KR is responsible for the fairness opinion report.
The conclusion of the fairness opinion shall remain valid provided that there are no changes that
have a material impact on the proposed transaction. Such changes include, but are not limited to,
changes in conditions either internally within the Company or externally, namely market and
economic conditions, general business, trade and financial conditions, as well as Indonesian
government regulations and other relevant regulations after the date the fairness opinion report is
issued. Should such changes occur after the issuance date of the fairness opinion report, the
fairness opinion on the proposed transaction may differ.
e. Fairness Opinion Approaches and Methods
In evaluating the fairness opinion on the proposed transaction, KR has conducted analyses using
the fairness opinion approaches and procedures on the proposed transaction covering the
following matters:
I. Analysis of the proposed transaction;
II. Qualitative and quantitative analysis of the proposed transaction; and
III. Analysis of the fairness of the proposed transaction.
f. Conclusion of the Fairness Opinion
Based on the scope of work, the assumptions, and the data and information obtained from the
Company’s management used in the preparation of the report, as well as the review of the financial
impact of the proposed transaction as disclosed in the fairness opinion report, KR is of the opinion that
the proposed transaction is fair.
ANALYSIS OF THE IMPACT OF PMHMETD VII ON THE COMPANY’S FINANCIAL CONDITION
AND SHAREHOLDERS
IMPACT ON THE COMPANY’S FINANCIAL CONDITION
The Company estimates that the proposed capital increase with Pre‑emptive Rights will have a positive
impact on the Company’s consolidated financial condition. The purpose of PMHMETD VIII is to support
business expansion aimed at enhancing the Company’s revenue growth, profitability, and future
business prospects, which will ultimately provide benefits and added value to the Company,
shareholders, and stakeholders.
The implementation of PMHMETD VIII is expected to result in a significant increase in the Company’s
assets and equity, thereby strengthening the Company’s capital structure. This improvement will
enhance the Company’s financial health and provide better access to funding in the future to support
its business activities, particularly for working capital requirements, operational synergy optimization,
and other strategic initiatives that contribute to the Company’s sustainable growth.
IMPACT ON THE COMPANY’S SHAREHOLDERS
In connection with the impact of PMHMETD VIII, below is the pro forma share capital structure and the
Company’s share ownership before and after PMHMETD VIII, based on the following assumptions:
1. The Company increases its authorized capital to 50,000,000,000 (fifty billion) shares;
2. The Company issues the maximum number of New Shares as stated in this Disclosure of
Information, i.e., up to 24,000,000,000 (twenty-four billion) New Shares; and
3. All shareholders exercise their respective rights to subscribe for the New Shares.
Accordingly, the pro forma issued and paid‑up share capital will be as follows:
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Before PMHMETD VIII After PMHMETD VIII
Nominal Value of Nominal Value
Description
Total Shares Shares @ IDR 50 (%) Total Shares Shares @ IDR 50 (%)
per share (IDR) per shares (IDR)
Authorized Capital 30,000,000,000 1,500,000,000,000 50,000,000,000 2,500,000,000,000
Shareholders
PT Multipolar Tbk 6,500,845,870 325,042,293,500 50.14% 18,534,445,870 926,722,293,500 50.14%
US BANK NA Consilium Frontier Equity Fund LP 1,148,862,825 57,443,141,250 8.86% 3,275,262,825 163,763,141,250 8.86%
Public (under 5%) 5,316,931,389 265,846,569,450 41.00% 15,156,931,389 757,846,569,450 41.00%
Issued and Paid Up Capital 12,966,640,084 648,332,004,200 100.00% 36,966,640,084 1,848,332,004,200 100.00%
Number of Shares in the Portfolio 17,033,359,916 851,667,995,800 13,033,359,916 651,667,995,800
In the event that the Pre‑emptive Rights offered in connection with PMHMETD VIII are not exercised
by all shareholders, except MLPL as the Controlling Shareholder who will exercise all of its entitled
HMETD and act as the Standby Buyer to subscribe in cash for a portion of the remaining shares not
exercised by the holders of HMETD, with a value equivalent to up to 7,566,400,000 (seven billion five
hundred sixty-six million four hundred thousand) shares, then the pro forma issued and paid‑up share
capital will be as follows:
Before PMHMETD VIII After PMHMETD VIII
Nominal Value of Nominal Value of
Description
Total Shares Shares @ IDR 50 (%) Total Shares Shares @ IDR 50 per (%)
per share (Rp) shares (Rp)
Authorized Capital 30,000,000,000 1,500,000,000,000 50,000,000,000 2,500,000,000,000
Shareholders
PT Multipolar Tbk 6,500,845,870 325,293,500 50.14% 26,100,845,870 1,305,042,293,500 80.15%
US BANK NA Consilium Frontier Equity Fund LP 1,148,862,825 57,443,141,250 8.86% 1,148,862,825 57,443,141,250 3.53%
Public (under 5%) 5,316,931,389 265,846,569,450 41.00% 5,316,931,389 265,846,569,450 16.32%
Issued and Paid Up Capital 12,966,640,084 648,332,004,200 100.00% 32,566,640,084 1,628,332,004,200 100.00%
Number of Shares in the Portfolio 17,033,359,916 851,667,995,800 17,433,359,916 871,667,995,800
The pro forma composition and capital structure before and after PMHMETD VIII in the table above are
based on the Company’s Shareholders Register as of 31 January 2026, prepared by PT Sharestar
Indonesia as the Share Registrar appointed by the Company.
Shareholders of the Company who do not exercise their HMETD and do not subscribe for their portion
of the New Shares may be diluted by up to 64.92% (sixty‑four point nine two percent).
ADDITIONAL INFORMATION
Shareholders who wish to obtain additional information in connection with the PMHMETD VIII plan may
contact the Company during business days and hours, namely Monday to Friday (excluding national
holidays) from 08:30 AM to 05:30 PM Western Indonesian Time (WIB) at the address below:
PT Matahari Putra Prima Tbk
Corporate Secretary
Hypermart Cyberpark UG Floor
Jl. Sultan Falatehan, North Lippo Karawaci
Tangerang, Banten 15138, Indonesia
Telephone: +62 21 50183000
Faksimili: +62 21 80615757
Website: www.mppa.co.id
E-mail: corporate.communication@hypermart.co.id
23
Names mentioned 35 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×2
unresolved
org
Iwan Bachron & Rekan
p.3 ×7
unresolved
org
KJPP Kusnanto & Rekan
p.3 ×6
unresolved
org
KJPP Kusnanto
p.3 ×7
unresolved
org
KJPP Iwan Bachron
p.3 ×6
unresolved
org
Mawar & Rekan
p.3
unresolved
org
PT Citra Cito Perkasa. Transaction Object
p.5
unresolved
org
Tangerang District Court
p.5 ×6
unresolved
org
PT Panca Megah Utama. Transaction Object
p.6
unresolved
org
PT Surya Asri Lestari. Transaction Object
p.6 ×2
unresolved
org
PT Balaraja Sentosa. Transaction Object
p.7
unresolved
org
Ministry of Finance
p.8 ×5
unresolved
org
Ministry of Agrarian Affairs and Spatial Planning
p.9 ×5
unresolved
org
PT PANCA MEGAH UTAMA IBR
p.10
unresolved
org
PT Panca Megah Utama. Below
p.10
unresolved
org
PT SURYA ASRI LESTARI IBR
p.12
unresolved
org
PT NUSA MALIOBORO INDAH IBR
p.15
unresolved
org
PT BALARAJA SENTOSA IBR
p.17
unresolved
org
ON THE PROPOSED TRANSACTION KJPP Kusnanto & Rekan
p.20
unresolved
org
Minister of Finance Decree
p.20
unresolved
org
PT Sharestar Indonesia
p.23
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