20251105_CASH_Informasi Transaksi Afiliasi_31982717_lamp3.pdf

FINITION

Unless otherwise stated in this Information Disclosure, terms printed in capital letters in this
Information Disclosure shall have the following meanings:

Public Accountant : Public Accounting Firm Paul Hadiwinata, Hidajat, Arsono, Retno,
Palilingan & Partners (“PKF”), as the independent auditor
conducting the review of the Company's financial statements.

Affiliation : Affiliation includes:

a. a family relationship by marriage and descent up to the second
degree, either horizontally or vertically,

b. a relationship between a Party and the employee, director, or
commissioner of such Party:

Cc. a relationship between 2 (two) companies where there are one
or more members of the board of directors or the board of
commissioners in common,

d. a relationship between a company and a Party that, either
directly or indirectly, controls or is controlled by such company:

e. a relationship between 2 (two) companies that are, either
directly or indirectly, under the control of the same Party, or

f. a relationship between a company and the principal
shareholder.

Conflict of Interest 1 A divergence between the economic interests of a public company
and the personal economic interests of members of the board of
directors, members of the board of commissioners, the principal
shareholder, or the controlling shareholder, which may cause
losses to the said public company.

Board of Commissioners : The members of the Board of Commissioners of the Company
serving at the time this Disclosure of Information is announced.

Board of Directors : The members of the Board of Directors of the Company serving at
the time this Disclosure of Information is announced.

Disclosure of Information : The information as set forth in this Disclosure of Information,
prepared for the purpose of fulfilling the provisions of POJK
42/2020.

OJK : Financial Services Authority is an independent institution free from

interference by other parties, having the function, duties, and
authority to regulate, supervise, examine, and investigate as

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stipulated in Law of the Republic of Indonesia Number 21/2011
concerning the Financial Services Authority.

Company's Shareholders

: The shareholders of the Company whose names are recorded in

the Company's Shareholders Register issued by the Share
Registrar, PT Sinartama Gunita.

Lender

: PT Bara Alam Utama (“BAU”), represented by Andri Wijono

Sutiono in his capacity as President Director, Sutiono is also the
Controlling Shareholder of the Company, directly holding 30.46X
(thirty point forty-six percent) of the total issued and paid-up
shares of the Company.

POJK 42/2020

: Financial Services Authority Regulation No. 42/POJK.04/2020 dated

2 July 2020 concerning Affiliated Transactions and Conflict of
Interest Transactions.

The Company

: PT Cashlez Worldwide Indonesia Tbk, a public company established

and existing under the laws of the Republic of Indonesia, domiciled
in Jakarta.

Loan

: The principal loan facility amounting to Rp20,000,000,000.00

(twenty billion Rupiah) provided under the Loan Agreement.

Independent Appraiser

: Public Appraisal Firm Syarif, Endang & Partners, an independent

appraiser registered with the Financial Services Authority of the
Republic of Indonesia, appointed by the Company to assess the
fair value and/or fairness of the Transaction.

Transaction

: The loan received by the Company from the Lender based on the

Loan Agreement.

Affiliated Transaction

: Any activity and/or transaction conducted by a public company or

its controlled entity with an Affiliate of the public company or an
Affiliate of any member of the board of directors, board of
commissioners, principal shareholder, or controlling shareholder,
including any activity and/or transaction conducted by the public
company or its controlled entity for the benefit of such Affiliate.

INTRODI

ION

The Disclosure of Information has been prepared to comply with the Company's obligation to
disclose information regarding the Transaction.

As further elaborated in Part II of this Disclosure, the Transaction between the Company and the
Lender falls under the category of the Affiliated Transaction as defined under POJK 42/2020.

In accordance with the provisions of Article 4 paragraph 1 of POJK 42/2020, the disclosure of
information to the public regarding Affiliated Transactions and the submission of supporting
documents to the OJK must be submitted by the Public Company to the public no later than 2 (two)
working days after the Affiliated Transaction is carried out and must use an Appraiser in determining
the fair value and/or fairness of the Affiliated Transaction, where the fairness of the transaction
needs to be announced to the public. The Appraiser Report used is a report from the Public Appraisal
Services Office (“KJPP”) Syarif, Endang & Rekan with Report Number 00030/2.0113-
03/85/05/0340/1/X/2025 dated October 27, 2025 (“Fairness Opinion Report”).

The Company's eguity is based on the interim consolidated financial statements of the Company and
its subsidiaries for the period ended June 30, 2025 ("Financial Statements") which were reviewed by
a Public Accountant as stated in its report dated August 29, 2025, which in its review stated that the
interim consolidated financial statements did not present fairly in all material respects.

The Transaction value does not exceed 2046 of the Company's eguity, which is IDR 20,000,000,000.00
(twenty billion Rupiah) or 19.7096 (nineteen point seventy percent) of the Company's eguity.
Therefore, the Transaction is categorized as an Affiliated Transaction. The Company and BAU are
affiliated companies, in which case Andri Wijono Sutiono serves as the President Director of BAU. On
the other hand, Andri Wijono Sutiono is the Controlling Shareholder of the Company who directly
owns shares in the Company amounting to 30.47734 (thirty point four thousand seven hundred
seventy three percent) of all shares paid up and placed in the Company.

11. INFORMATION ON THE TRANSACTION

1. Reasons and Background

The Company is a legal entity established under the laws of the Republic of Indonesia, which is a
publicly listed company whose shares are registered on the Indonesia Stock Exchange (“IDX”). In
relation to the loan facility that will be received from PT Bara Alam Utama, the Company plans to
use the proceeds to support the development of its IT infrastructure, including the acguisition of
hardware and software, the purchase of Electronic Data Capture (EDC) eguipment, and to
strengthen its working capital. The Company has decided to obtain the loan by entering into a
Loan Agreement with the Lender.

2. Management and Supervision of the Company

The Transaction is classified as the Affiliated Transaction as defined under POJK 42/2020.
Therefore, the Company is reguired to disclose information regarding this Transaction in
accordance with the provisions of POJK 42/2020.

The Board of Directors and the Board of Commissioners of the Company, individually and
collectively declare that the Transaction does not involve any Conflict of Interest.

. Brief Description of the Transaction
The following isa summary of the Transaction as set out in the Loan Agreement:

Type of Transaction

: Loan

Transaction Date

:27 October 2025

Amount

: Rp20,000,000,000.00 (twenty billion Rupiah)

Purpose

: The loan to be received from PT Bara Alam Utama will be
used by the Company for the acguisition of hardware and
software, the purchase of Electronic Data Capture (EDC)
eguipment, and to strengthen its working capital.

Interest Rate

1 15X (fifteen percent) perannum

Term of the Loan Agreement

: Upto1 (one) year

Availability Period

1 1 (one) year from the date of the Loan Agreement

Loan Maturity

: 12 (twelve) months

Collateral/Security

: None

Governing Law

: The laws of the Republic of Indonesia

Terms and Conditions of the
Loan

(i) The Lender shall provide the Loan, which may be drawn
down by the Company by submitting a Drawdown Notice
no later than the same business day, and such Drawdown
Notice shall be delivered in the manner and within the
timeframes stipulated in the Agreement.

(ii) The drawdowns may only be made during the Availability
Period and while the loan facility remains available,

(iii) The Company shall comply with all applicable laws and
regulations related to this Transaction.

Rights of the Lender

li) The Lender shall be entitled to receive repayment of the
Loan from the Company,

(ii) The Lender may assign, in whole or in part, its rights and
obligations under the Loan Agreement.

Obligations of the Borrower

(i) The Company shall pay the loan facility fee:

li) The Company shall make interest payments at the end of
each interest payment period and otherwise perform
payment obligations as reguired under the Loan
Agreement.

4. Benefits of the Transaction to the Company

Through this Transaction, the Company will obtain additional funds to support the development
Of IT infrastructure, including the acguisition of hardware and software, the purchase of Electronic
Data Capture (EDC) eguipment, and the enhancement of its working capital.

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NI. INFORMATION REGARDING THE PARTIES INVOLVED

1. The Company
A. General Information
PT Cashlez Worldwide Indonesia Tbk was established in Indonesia based on Deed of
Establishment Number 1 dated 12 January 2015, made before Novita Puspitarini, S.H., a
Notary in South Jakarta Administrative City. The Company obtained the legal entity status
based on the Decree of the Minister of Law and Human Rights of the Republic of Indonesia
Number AHU-0001712.AH.01.01.Year 2015 dated January 15, 2015 and registered in the
Company Register Number AHU-0004087.AH.01.11.Year 2015 dated January 15, 2015.

On 4 May 2020, the Company obtained the Effective Statement from the Financial Services
Authority and listed its shares on the Indonesia Stock Exchange under the ticker code
“CASH.” In this corporate action, the Company offered 250,000,000 (two hundred fifty
million) shares at an offering price of Rp350 (three hundred fifty Rupiah) per share and
successfully raised Rp87,500,000,000.00 (eighty-seven billion five hundred million Rupiah) in
net proceeds. The completion of the Initial Public Offering also marked the change of the
Company's status from a privately held company to a publicly listed company.

Since its establishment, the Company's Articles of Association have been amended several
times. The latest amendment was made pursuant to Minutes of the Annual General Meeting
of Shareholders of PT Cashlez Worldwide Indonesia Tbk, as stated in Deed Number 217 dated
28 May 2025 (“Deed Number 217/2025”), drawn up before Notary Jimmy Tanal, S.H., M.Kn.,
a Notary in South Jakarta Administrative City, which has been approved by the Minister of
Law and Human Rights of the Republic of Indonesia through Decree Number AHU-
0132347.AH.01.11.Year 2025.

B. Business Activities
In accordance with Article 3 of the Company's Articles of Association, as amended by Deed
Number 178 dated 31 May 2022, made before Notary Jose Dima Satria, S.H., M.Kn., in South
Jakarta Administrative City, and approved by the Minister of Law and Human Rights of the
Republic of Indonesia under Decree Number AHU-0039361.AH.01.02.Year 2022 dated 10
June 2022, the purposes and objectives of the Company are to engage in information and
communication as well as trading activities.

To achieve these purposes and objectives, the Company carries out its main business
activities as follows:

a. Computer Programming Activities, which include:

- Development of E-Commerce Applications (KBLI 62012):

The activities related to consultation, analysis, and programming of applications for
internet-based trading activities.

Web Portal and/or Digital Platform Activities, which include:

- Commercial Web Portals and/or Digital Platforms (KBLI 63122):

The activities involve the operation of commercial websites or platforms that facilitate
and/or mediate electronic transactions for the transfer of ownership of goods, services,
or other activities via the internet or other electronic systems. This includes
marketplaces, digital advertising, and on-demand online services. This group excludes
financial technology (Fintech) activities such as P2P Lending (KBLI 6495) and Payment
Services (KBLI 6641).

Payment Service Provider Activities, which include:

- Payment Service Provider Activities (KBLI 66411):

The activities include activities such as displaying source-of-funds information, initiating
transactions/acguiring (e-wallet, acguirer, and payment gateway), issuing payment
instruments/accounts, and providing remittance/fund transfer services.

Payment System Supporting Service Provider Activities, which include:

- Payment System Supporting Service Provider Activities (KBLI 66413):

The activities provide support services to Payment Service Providers (PJP) and/or
Payment Infrastructure Providers (PIP) in processing payment transactions, including
card printing, personalization, data center or disaster recovery center services, terminal
provision, payment instrument security features, contactless transaction technologies,
and routing of payment transaction data.

Software Publishing Activities, which include:

- Software Publishing Activities (KBLI 58200):

The activities publish a ready-to-use (non-customized) software such as operating
systems, business applications, and video games for various platforms.

Retail Trade of Telecommunication Eguipment, which include:

- Retail Trade of Telecommunication Eguipment (KBLI 47414):

The activity is retail trading of telecommunication devices such as mobile phones,
telephones, and related accessories.

g. Retail Trade of Other Machinery and Eguipment, which include:
- Retail Trade of Other Machinery and Eguipment (KBLI 47793):
The activity is retail trading of specialized machinery not included in other classifications,
such as power generators, welding machines, coffee grinders, lathes, saws, turbines, and

printing machines.

In addition to its main business activities, the Company may conduct supporting business
activities as permitted by applicable laws and regulations, including:

- Other business activities related or supporting the main business activities: and
- Investment and/or participation in other companies engaged in trade or services.

The Company's main business activities have been aligned with the Indonesian Standard
Industrial Classification (KBLI) in accordance with the risk-based business licensing system as
stated under Government Regulation Number 5/2021 concerning Risk-Based Business
Licensing (“PP 5/2021”).

Capital Structure and Shareholding Compositions

Based on Deed Number 60/2021, the capital structure of the Company is as follows:

Authorized Capital : Rp56,544,211,296.00 (fifty-six billion five
hundred forty-four million two hundred
eleven thousand two hundred ninety-six
Rupiah) divided into 4,712,017,608 (four
billion seven hundred twelve million
seventeen thousand six hundred eight)
shares, each with a nominal value of Rp12
(twelve Rupiah) per share,

Issued and Paid-up Capital : Rp17,173,506,204.00 (seventeen billion one
hundred seventy-three million five hundred
six thousand two hundred four Rupiah),
divided into 1,431,125,517 (one billion four
hundred thirty-one million one hundred
twenty-five thousand five  hundred
seventeen) shares.

2.

The composition of the Company's shareholders prior to the change of controlling
shareholder, based on the Shareholders Register (“DPS”) as of 30 September 2025, issued by
the Share Registrar (“BAE”), is as follows:

Shareholder Name Number of Shares | Nominal Value (Rp) Ownership (96)
1. Andri Wijono Sutiono 436.169.044 5.234.028.528 30.4773
2. Hasim Sutiono 381.438.351 4.577.260.212 26.6530
3. Public (each holding 613.518.122 7.362.217.464 42.8697
less than 596)
Total 1.431.125.517 17.173.506.204 100

D. Management Structure

The composition of the members of the Board of Directors and Board of Commissioners of
the Company currently in office as of the date of this Information Disclosure was appointed
pursuant to Deed Number 217 dated 28 May 2025, made before Jimmy Tanal, S.H., M.Kn.,
Notary in South Jakarta Administrative City, and approved by the Minister of Law and Human
Rights of the Republic of Indonesia through Decree Number AHU-0038959.AH.01.02.2025
dated 16 June 2025.

The composition is as follows:

Board of Directors
President Director : Willy Chandry
Director : Oktavianus

Board of Commissioners
President Commissioner : Surya Aseanto Putra
Independent Commissioner : Niniek S Rahardja

Information regarding the Lender
a. General Information

PT Bara Alam Utama (“BAU”) is a limited liability company established under the laws of the
Republic of Indonesia pursuant to Deed of Establishment Number 32 dated 19 March 2008,
made before Notary Feby Rubein Hidayat, S.H., in Jakarta, and approved by the Minister of Law
and Human Rights of the Republic of Indonesia under Decree Number AHU-
37559.AH.01.02.Year 2008.

b. Business Activities
The purpose and objectives of PT Bara Alam Utama (“BAU”) are to engage in mining operations

and management activities, including the production of renewable energy, based on the
Mining Business License for Production Operation (IUP-OP) Number 3689 K/30/MEM/2015

dated 26 August 2015. BAU is domiciled at Menara BCA, 53"4 Floor, Suite 5302, Jalan M.H.
Thamrin No. 1, Central Jakarta.

C. Management Structure
Based on Deed Number 12 dated 7 January 2025, made before Notary Dini Lastari Siburian,
S.H., in Jakarta, the composition of the Board of Directors and Board of Commissioners of BAU

is as follows:

Board of Directors

President Director : Andri Wijono Sutiono
Director : Freddy Hartono
Director : Putu Satrawan
Director : Soelaeman Widjaja

Board of Commissioners

President Commissioner : Kellyono Kosasih
Commissioner : Andry Hartanto
Commissioner : Caroline Sutiono
Commissioner : Yuyun Suryana

IV. NATURE OF THE AFFILIATED RELATIONSHIP OF THE PARTIES INVOLVED IN THE

TRANSACTION

1. Affiliation Between the Parties

PT Bara Alam Utama (“BAU"), and Andri Wijono Sutiono are considered affiliated parties, as
Sutiono serves as the Controlling Shareholder of the Company through his ownership interest.

( ownership Relationship: Andri Y
Wijono Sutiono is the
Controlling Shareholderof the
Company, holding 30.466 of
the Company's issuedand
Management Relationship: / JA paid-up shares.
Andri Wijono Sutiono | “—

servesas the President

Director of PT Bara Alam
Utama (BAU) and is also the
Controlling Shareholderof
the Company.

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2. Transaction Rationale and Considerations for the Transaction

The Lender has agreed to provide a working capital loan to the Company. The transaction is

considered more beneficial to the Company compared to obtaining financing from an

unaffiliated third party, based on the following considerations:

a. The negotiation and approval process is expected to be completed in a shorter timeframe,
and

b. The Company is not reguired to provide collateral to the Lender.

V. INDEPENDENT PARTIES APPOINTED IN THE TRANSACTION

The Company has appointed Independent Appraiser to ensure the fairness and transparency of the
Transaction, as follows:

a. Public Accounting Firm Paul Hadiwinata, Hidajat, Arsono, Retno, Palilingan & Partners
(“PKF”), which has conducted an audit of the Company's financial statements, and

b. Public Appraisal Firm Syarif, Endang & Partners, which has been appointed as the
Independent Appraiser to provide a Fairness Opinion on the Transaction.

VI. SUMMARY OF THE APPRAISER REPORT

The Company has engaged an Independent Appraiser to provide a fairness assessment of the
Transaction. The Independent Appraiser has submitted its Fairness Opinion Report dated 27 October
2025. The summary of the Independent Appraiser's findings is as follows:

a. Identity of the Parties
The assignor in this assessment is the Company. The parties to the Transaction are the Company
and PT Bara Alam Utama as the Lender, a limited liability company established under the laws of
the Republic of Indonesia pursuant to Deed of Establishment Number 32 dated 19 March 2008,
made before Notary Feby Rubein Hidayat, S.H., in Jakarta, and approved by the Minister of Law
and Human Rights of the Republic of Indonesia under Decree Number AHU-37559.AH.01.02.Year
2008.

b. Assessment Object
The object of the Fairness Opinion in this assignment is the Planned Loan Transaction from BAU to
CASH amounting to IDR 20,000,000,000 (Twenty Billion Rupiah).

Cc. Purpose of the Appraisal
The purpose and objective of this Fairness Opinion report is to provide a Fairness Opinion on the
Planned Loan Transaction from BAU to CASH in the amount of IDR 20,000,000,000 (Twenty Billion
Rupiah).

d. Assumptions and Limiting Conditions
The Independent Appraiser conducted the fairness analysis based on the following key
assumptions and limiting conditions:

e The Fairness Opinion Report constitutes a non-disclaimer opinion.

@ The Appraiser has reviewed relevant supporting documents provided for the assessment.

e In preparing this report, the Appraiser relied on the completeness and accuracy of
information and data provided by the Company, as well as publicly available information
deemed relevant.

@ The Appraiser utilized financial projections (pre- and post-Transaction) and pro forma
financial statements prepared by the Company, reflecting reasonable assumptions and the
Company's fiduciary responsibility.

# The Appraiser is responsible for the performance of the valuation and the reasonableness of
the adjusted financial projections.

» The Report is available for public disclosure, except for any confidential information that
could affect the Company's operations.

@ The Appraiser assumes full responsibility for the Fairness Opinion Report and its conclusions.

» The Appraiser has obtained information regarding the legal status of the Transaction object
from the assignor.

@. Assessment Approaches and Methods
In preparing the Fairness Opinion Report on this Transaction Plan, we have conducted an analysis
through the Transaction Plan assessment approach and procedures which include the following
matters.
1) Analysis of the Proposed Transaction.
2) Oualitative and guantitative analysis of the Company's Proposed Transaction.
3) Analysis of the fairness of the transaction value.
4) Analysis of other relevant factors.

f. Fairness Opinion on Transactions
Based on considerations of transaction analysis, gualitative analysis and guantitative analysis of
the Transaction Plan, analysis of the fairness of the transaction value and analysis of other
relevant factors, we are of the opinion that the Loan Provision Transaction Plan to be carried out
is Fair.

VII. STATEMENT OF THE BOARD OF DIRE RS AND BOARD OF COMIMISSIONEI

1. The Board of Directors and the Board of Commissioners of the Company declare that the
Transaction as disclosed in this Information Disclosure constitutes an Affiliated Transaction as
defined under POJK 42/2020, and does not contain any Conflict of Interest as referred to in the
said regulation.

2. The Board of Directors and the Board of Commissioners of the Company declare that the
Company has undertaken adeguate procedures in connection with the transaction disclosed

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herein, and that the transaction will be carried out in accordance with generally accepted
business practices, and

3. The Board of Directors and the Board of Commissioners of the Company assume full
responsibility for the accuracy and completeness of all information contained in this Information
Disclosure to the shareholders. After conducting careful review and due inguiry of all available
information, the Board of Directors and the Board of Commissioners hereby state that, to the
best of their knowledge and belief, all material information related to this transaction has been
fully disclosed and that such information is not misleading in any respect.

VI ITIONAL INFORMATION

If there are things that are unclear in this Information Disclosure or if shareholders want additional
information regarding the Affiliated Transactions above, shareholders are invited to contact

PT Cashlez Worldwide Indonesia Tbk
Gedung Atria @Sudirman, 23" Floor
Jl. Jendral Sudirman Kav. 33A, RT 03/RW 02
Karet Tengsin, Tanah Abang, Jakarta Pusat, 10220
Telepon: (021) 5032 0088
Website: www.cashup.id
Email: corsec@cashup.id

Jakarta, 29 October 2025
Directors

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