Back to announcement
20250805_DSSA_Informasi Transaksi Afiliasi_31930104_lamp1.pdf
Asset transaction Needs review DSSASource file signed link, expires in 15 minutes
Extracted text 12
Page 1
INFORMATION DISCLOSURE TO THE SHAREHOLDERS OF
PT DIAN SWASTATIKA SENTOSA TBK
("INFORMATION DISCLOSURE")
THIS INFORMATION DISCLOSURE IS PREPARED BY PT DIAN
SWASTATIKA SENTOSA TBK IN COMPLIANCE WITH FINANCIAL
SERVICES AUTHORITY’S REGULATION NO. 42/POJK.04/2020, ENACTED ON
JULY 2, 2020, ON AFFILIATED TRANSACTIONS AND CONFLICT-OF-
INTEREST TRANSACTIONS.
If you have difficulty understanding the information contained in this Information Disclosure,
you should consult a broker-dealer, investment manager, legal advisor, public accountant,
financial advisor, or other professionals.
PT Dian Swastatika Sentosa Tbk
(”Company”)
Business Activities:
Generation, distribution, and sale of electricity as a single business unit, the procurement of steam/hot
water and cold air, wholesale trade of various goods, real estate owned or leased, construction of
telecommunications central, other management consulting activities, and holding company activities
Head Office:
Sinar Mas Land Plaza, Tower 2, 24th Floor
Jl. M.H. Thamrin No. 51
Central Jakarta 10350
Indonesia
Telephone: +6221 31990258
Facsimile: +6221 31990259
Email: corsec@dss.co.id
Website: www.dssa.co.id
This Information Disclosure is published in Jakarta on August 5, 2025
1
Page 2
I. DEFINITIONS
Affiliate : means:
1. family relationships due to marriage up to the second
degree, both horizontally and vertically, namely a
person's relationship with:
(i) husband or wife
(ii) parents of a husband or wife and husband or wife of
a child
(iii) grandparents of the husband or wife and husband or
wife of grandchildren
(iv) siblings of the husband or wife and the husband or
wife of the relative concerned, or
(v) husband or wife of the person's brother
2. family relationships due to heredity up to the second
degree, both horizontally and vertically, that is,
relationships between someone with:
(i) parents and children
(ii) grandparents and grandchildren, or
(iii) siblings of the person concerned
3. the relationship between the party and the employees,
directors or commissioners of such party
4. relationship between 2 (two) companies where there are
1 (one) or more same members of the board of directors,
management, board of commissioners, or supervisors
5. the relationship between a company and a party, whether
directly or indirectly, in any way, controls or is controlled
by the company or such party in determining the
management and/or policies of the company or the party
6. the relationship between 2 (two) or more controlled
companies, either directly or indirectly, in any way, in
determining the management and/or policies of the
company by the same party, or
7. the relationship between the company and the major
shareholders, namely parties who directly or indirectly
own at least 20% (twenty percent) of the shares that have
voting rights from the company
as stipulated in Article 1 number 1 Capital Market Law
Agreement : means the agreement document in relation to the Transaction
signed by KMG and LGSM on August 4, 2025
IDX : means Indonesia Stock Exchange, a stock exchange based in
Jakarta, Indonesia
ICT : means Information and Communication Technology
Information Disclosure : means the information conveyed by the Company as stipulated in
this announcement
KMG : means PT Kuningan Mas Gemilang, an indirect subsidiary of the
Company, a limited liability company incorporated under and
subject to the laws of the Republic of Indonesia, in this matter
acting as the employer
Consolidated Financial Statements : means Consolidated Financial Statements as of March 31, 2025,
March 31, 2025 which have been limitedly reviewed by Mirawati Sensi Idris Public
Accounting Firm (Member of Moore Global Network Limited) as
stated in the Independent Auditor’s Report No.
00024/2.1090/AK/02/0155/1/V/2025 dated May 27, 2025
LGSM : means PT LG Sinarmas Technology Solutions, a joint venture
company of the Company, a limited liability company
incorporated under and subject to the laws of the Republic of
Indonesia, in this matter acting as the contractor
2
Page 3
LLE : means Long Lead Equipment
MOL : means the Minister of Law of the Republic of Indonesia, which
was previously known as MOLHR
MOLHR : means the Minister of Law and Human Rights of the Republic of
Indonesia, or any other minister who replaces the position
MEP : means Mechanical, Electrical, and Plumbing
OJK : means the Financial Services Authority as referred to in Law of the
Republic of Indonesia No. 21 of 2011 on the Financial Services
Authority
Company : means PT Dian Swastatika Sentosa Tbk, a public limited liability
company incorporated under and subject to the laws of the
Republic of Indonesia
POJK 17/2020 : means OJK’s Regulation No. 17/POJK.04/2020, enacted on April
21, 2020, concerning Material Transactions and Alteration of
Business Activities
POJK 42/2020 : means OJK’s Regulation No. 42/POJK.04/2020, enacted on July
2, 2020, concerning Affiliated Transactions and Conflict-of-
Interest Transactions
Transaction : means the purchase of MEP, LLE, ICT, and security system works,
as well as integrated management and control systems for the
SMX01 data center project by KMG from LGSM
Affiliated Transaction : means any activities and/or transactions conducted by public
companies or controlled companies with Affiliates of public
companies or Affiliates of members of the Board of Directors,
members of the Board of Commissioners, the major shareholders,
or the controllers, including any activities and/or transactions
carried out by public companies or controlled companies for the
benefit of Affiliates of public companies or Affiliates of members
of the Board of Directors, member of the Board of Commissioners,
major shareholders, or the controller, as stipulated in POJK
42/2020
Material Transaction : means each transaction conducted by a public company or a
controlled company that meets the value threshold as regulated in
POJK 17/2020
Conflict-of-Interest Transaction : means transactions conducted by a public company or a controlled
company with any party, whether with Affiliates or non-Affiliates,
that involve a conflict of interest, as regulated in POJK 42/2020
Capital Market Law : means Law No. 8 of 1995 concerning the Capital Market, as
partially amended by Law No. 4 of 2023 concerning the
Development and Strengthening of the Financial Sector
II. INTRODUCTION
The information stated in this Information Disclosure is provided to the Company's shareholders to provide
complete information or a comprehensive overview of the Transaction.
On August 4, 2025, the Agreement was signed in relation to the Transaction amounting to Rp1,226,728,020,000
(one trillion two hundred twenty-six billion seven hundred twenty-eight million twenty thousand Rupiah),
excluding taxes and other fees that may apply to each KMG and/or LGSM.
Based on the equity value of the Company as stated in the Consolidated Financial Statements as of March 31, 2025,
the Transaction is not a Material Transaction, since the value of the Transaction does not exceed 20% (twenty
percent) of the Company's equity value.
3
Page 4
The Transaction is an Affiliated Transaction, but not a Conflict-of-Interest Transaction, since there is no difference
between the economic interests of the Company and the economic interests of members of the Board of Directors,
members of the Board of Commissioners, and majority shareholders that may harm the Company. The Transaction
is conducted in accordance with (i) procedures set forth in Article 3 of POJK 42/2020, (ii) generally accepted
business practices, and (iii) Article 4 paragraph (1) POJK 42/2020.
III. DESCRIPTION OF THE TRANSACTION
1. BACKGROUND, EXPLANATION, CONSIDERATIONS, AND REASONS FOR THE CONDUCT OF
AFFILIATED TRANSACTIONS COMPARED TO IF A SIMILAR TRANSACTION WERE
CONDUCTED WITH A NON-AFFILIATED PARTY
The Company identifies the increase in demand for digital infrastructure as a strategic opportunity amidst the
acceleration of the data-driven economy. As part of the transformation into a technology-based business that
supports the formation of an integrated and sustainable digital technology ecosystem, the Company began
exploring the data center service business in 2023.
To accelerate the strategic initiatives for the development of the data center business, on August 4, 2025, the
Company, through KMG, executed the Transaction.
The Transaction is conducted considering LGMS’ capability to provide technical and operational support
integrated with the Company’s system, optimize synergy between the business lines being developed,
strengthen internal collaboration, and improve the speed and effectiveness of coordination in strategic
decision-making.
2. PURPOSE AND BENEFITS OF THE TRANSACTION FOR THE COMPANY
This Transaction is expected to benefit the Company, among others, as follows:
• capturing the continuously increasing opportunities in the digital market growth
• supporting the diversification of revenue sources that have the potential to provide sustainable long-term
contributions
• improving the quality of digital services that can support competitive advantages, enhance
competitiveness, and expand the Company's market share in providing reliable and high-standard data
center services
• supporting the Company's commitment to developing the digital technology ecosystem
• providing added value to the Company
3. SCOPE OF THE AGREEMENT AND VALUE OF THE TRANSACTION
The scope of the Agreement is the purchase of MEP, LLE, ICT, and security system works, as well as integrated
management and control systems for the SMX01 data center project by KMG from LGSM.
The Transaction value is Rp1,226,728,020,000 (one trillion two hundred twenty-six billion seven hundred
twenty-eight million twenty thousand Rupiah), excluding taxes and other fees that may apply to each KMG
and/or LGSM.
4. MATERIALITY
The Transaction is not considered a material transaction as referred to in POJK 17/2020. The calculation of
materiality is as follows:
Ratio Remarks
Transaction Value Rp1,226,728,020,000 or in the amount of
3.58%1) USD 73,952,7382)
Company’s Equity USD 2,062,934,0933)
Notes:
1)
not more than 20% of the Company's equity value
2)
the exchange rate used is Bank Indonesia’s mid-rate as of March 27, 2025, of Rp16,588/USD
3)
based on the Consolidated Financial Statements as of March 31, 2025
4
Page 5
5. SUMMARY OF THE TRANSACTION
The following is information in relation to some provisions in the Agreement:
• Parties : - KMG
- LGSM
• Transaction : the purchase of MEP, LLE, ICT, and security system works, as
well as integrated management and control systems for the
SMX01 data center project by KMG from LGSM
• Value of the : Rp1,226,728,020,000 (one trillion two hundred twenty-six
Transaction billion seven hundred twenty-eight million twenty thousand
Rupiah), excluding taxes and other fees that may apply to each
KMG and/or LGSM
• Governing Law : Law of the Republic of Indonesia
• Dispute Resolution : Indonesian National Board of Arbitration
Forum
6. TRANSACTING PARTIES
a. KMG
i. Brief Profile
KMG is a limited liability company established under the laws of the Republic of Indonesia and
domiciled in Central Jakarta, with its head office located at Sinar Mas Land Plaza Tower 2, 32nd Floor,
Jl. M.H. Thamrin No. 51, Jakarta 10350, with telephone no.: +6221 31909111 and email address:
info@smplus.com.
KMG is established based on the Deed of Establishment of KMG No. 24 dated April 30, 2024, made
before Lanawaty Darmadi, S.H., M.M., M.Kn., Notary in Jakarta. The aforesaid deed has been approved
by the MOLHR in Decree No. AHU-0031054.AH.01.01.TAHUN 2024 dated May 3, 2024, and
registered in the company registration under No. AHU-0085131.AH.01.11.TAHUN 2024 dated May 3,
2024 (“Deed No. 24/2024”). Articles of Association of KMG have been amended several times with the
latest amendment as stipulated in the Deed of Statement of Meeting Resolution No. 23 dated July 21,
2025, made before Lanawaty Darmadi, S.H., M.M., M.Kn., Notary in Jakarta, which has been approved
by MOL in accordance with Decree No. AHU-0047878.AH.01.02.TAHUN 2025 dated July 21, 2025,
and notified to the MOL as stipulated in the Receipt of Notification of Amendment to the Articles of
Association No. AHU-AH.01.03-0191426 dated July 21, 2025, as well as the Receipt of Notification of
Amendment of Corporate Data No. AHU-AH.01.09-0314098 dated July 21, 2025 (“Deed No. 23/2025”).
ii. Purpose and Objectives as well as Business Activities
The purpose and objectives of KMG as stated in article 3 of the KMG's articles of association as
stipulated in Deed No. 23/2025, is to engage in hosting activities and those related to it as well as in real
estate whether owned or rented.
To achieve the aforementioned purposes and objectives, KMG can carry out business activities as
follows:
• this group includes service businesses related to the provision of hosting infrastructure, data
processing services, and hosting activities and specializations, such as web hosting, streaming
services, and hosting applications. Included herein is cloud computing storage; and
• this group includes the purchase, sale, rental, and operation of real estate, whether owned or rented,
such as apartment buildings, residential buildings, and non-residential buildings (such as storage
facilities/warehouses, malls, shopping centers, and others), as well as the provision of houses and
flats or apartments with or without furniture for permanent use, whether on a monthly or yearly
basis. Including activities such as land sales, building development for self-operation (for renting
out spaces in the building), subdivision of real estate into plots without land development, and
operation of residential areas for movable houses.
5
Page 6
iii. Capital Structure and Shareholders’ Composition
KMG’s capital structure and shareholders’ composition are as stipulated in the Deed No. 23/2025, as
follows:
Number of Nominal Value (Rp)
Remarks Percentage
Shares @ Rp100,000 per share
Authorized capital 52,615,600 5,261,560,000,000
Fully issued and paid-up capital
PT SMPlus Sentra Data 6,576,950 657,695,000,000 50%
KIRA SG One Pte. Ltd. 6,576,950 657,695,000,000 50%
Total issued and paid-up capital 13,153,900 1,315,390,000,000 100%
iv. Management and Supervision
The composition of the members of the Board of Commissioners and the Board of Directors of KMG
is as stated in Deed No. 23/2025, as follows:
Board of Commissioners
President Commissioner : Doik Chang
Vice President Commissioner : Herson Suindah
Commissioner : Mona Angelique Susanto
Commissioner : Dong Ha Shin
Board of Directors
President Director : Yosef Marpaung
Director : Chin Pak Seong
Director : Jaegeun Baek
Director : Donghee Cho
b. LGSM
i. Brief Profile
LGSM is a limited liability company established under the laws of the Republic of Indonesia and
domiciled in Central Jakarta, with its head office located at Sinar Mas Land Plaza, Tower 2, 3rd Floor, Jl.
M.H. Thamrin No. 51, Jakarta 10350, with telephone no.: +6221 50529080 and email address:
inquiry.id@lgsinarmas.com.
LGSM is established based on the Deed of Establishment of LGSM No. 249 dated July 25, 2024, made
before Christina Dwi Utami, S.H., M.Hum., M.Kn., Notary in West Jakarta. The aforesaid deed has been
approved by the MOLHR in Decree No. AHU-0056681.AH.01.01.TAHUN 2024 dated July 29, 2024
(“Deed No. 249/2024”).
ii. Purpose and Objectives as well as Business Activities
The purpose and objectives of LGSM as stated in article 3 of the LGSM's articles of association as
stipulated in Deed No. 249/2024, is to engage in hosting activities and those related to it and information
technology services, data center, and outsourcing.
To achieve the aforementioned purposes and objectives, LGSM can carry out business activities as
follows:
a) Software Publishing (Standard Classification of Indonesian Business Fields (“KBLI”) 58200);
b) Computer Consultancy Activities and Other Computer Facilities Management (KBLI 62029);
c) Information Technology and Other Computer Services Activities (KBLI 62090);
d) E-Commerce Application Development Activities (KBLI 62012);
e) Artificial Intelligence-Based Programming Activities (KBLI 62015);
f) Other Computer Programming Activities (KBLI 62019);
g) Data Processing Activities (KBLI 63111);
h) Hosting and Related Activities (KBLI 63112);
i) Provision and Management of Human Resources Functions (KBLI 78300);
j) Private Training in Information and Communication Technology (KBLI 78422);
k) Owned or Leased Real Estate (KBLI 68111);
l) Wired Telecommunications Activities (KBLI 61100);
m) Internet Service Provider (KBLI 61921);
6
Page 7
n) Electronics Installation (KBLI 43213);
o) Information Security Consulting Activities (KBLI 62021);
p) Internet of Things (IoT) Consulting and Design Activities (KBLI 62024);
q) Data Communication System Services (KBLI 61922);
r) Installation of Machinery and Industrial Equipment (KBLI 33200);
s) Computer Industry and/or Computer Assembly (KBLI 26210);
t) Retail Trade of Software (KBLI 47413);
u) Computer Equipment Industry (KBLI 26220);
v) Commercial Web Portals and/or Digital Platforms (KBLI 63122);
w) Other Management Consulting Activities (KBLI 70209);
x) Technical Inspection Services for Installations (KBLI 71204);
y) Internet Interconnection Services (NAP) (KBLI 61924);
z) Premium SMS Content Services (KBLI 61912);
aa) Electrical Installation (KBLI 43211);
bb) Wholesale Trade of Machinery, Equipment, and Other Supplies (KBLI 46599); and
cc) Other Building Construction (KBLI 41019).
iii. Capital Structure and Shareholders’ Composition
LGSM’s capital structure and shareholders’ composition are as stipulated in the Deed No. 249/2024, as
follows:
Number of Nominal Value (Rp)
Remarks Percentage
Shares @ Rp100,000 per share
Authorized capital 4,604,320 460,432,000,000
Fully issued and paid-up capital
LG CNS Co. Ltd. 575,541 57,554,100,000 50%
PT SMPlus Digital Investama 575,539 57,553,900,000 50%
Total issued and paid-up capital 1,151,080 115,108,000,000 100%
iv. Management and Supervision
The composition of the members of the Board of Commissioners and the Board of Directors of LGSM
are as stated in Circular Resolutions in lieu of Extraordinary General Meeting of Shareholders of LGSM
dated July 24, 2025, as follows:
Board of Commissioners
President Commissioner : Herson Suindah
Commissioner : Mona Angelique Susanto
Commissioner : Jin Heon Hong
Commissioner : Bae Min
Board of Directors
President Director : Donghyup Han
Director : Taein Ha
Director : Chin Pak Seong
Director : Ariawan
7. NATURE OF AFFILIATED RELATIONS
The Transaction is an Affiliated Transaction as referred to in POJK 42/2020, due to (i) the Transaction is
conducted between a controlled company of the Company (KMG) and an affiliate of the Company (LGSM)
as well as (ii) the similarity in the management between KMG and LGSM.
IV. INDEPENDENT PARTIES APPOINTED BY THE COMPANY
The independent parties appointed by the Company are:
1. Public Appraisal Firm Guntur, Eki, Andri, dan Rekan, as the independent appraiser appointed by the
Company to provide a fair opinion on the Transaction.
Address : Gedung Pembina Graha, 2nd Floor
Jalan D.I. Panjaitan No. 45, East Jakarta, Special Capital Region of Jakarta 13350
Telephone : +6221 85914072
7
Page 8
2. Public Appraisal Firm Pung’s Zulkarnain & Rekan, as the independent appraiser appointed by the
Company to conduct a valuation on the object of the Transaction.
Address : Jalan Kebagusan Raya No. 7D, South Jakarta, Special Capital Region of Jakarta 12520
Telephone : +6221 27844435
V. THE EFFECT OF THE TRANSACTION ON THE COMPANY’S FINANCIAL CONDITION
The following proforma consolidated statements of financial position and proforma consolidated statements of
profit or loss and other comprehensive income are prepared to show the impact of the Transaction, if the
Transaction occurred on March 31, 2025.
Proforma Consolidated Statement of Financial Position (in USD)
Pre- Post
Remarks Adjustment
Transaction Transaction
ASSET
Current Asset 2,099,775,490 (73,952,738) 2,025,822,752
Noncurrent Asset 1,751,323,167 73,952,738 1,825,275,905
TOTAL ASSET 3,851,098,657 - 3,851,098,657
LIABILITIES AND EQUITY
Liabilities
Current Liabilities 886,370,170 - 886,370,170
Noncurrent Liabilities 901,794,394 - 901,794,394
Total Liabilities 1,788,164,564 - 1,788,164,564
EQUITY
Equity Attributable to Owners of the Parent 1,672,143,965 - 1,672,143,965
Company
Non-controlling Interests 390,790,128 - 390,790,128
Total Equity 2,062,934,093 - 2,062,934,093
TOTAL LIABILITIES AND EQUITY 3,851,098,657 - 3,851,098,657
Proforma Consolidated Statement of Profit or Loss and Other Comprehensive Income (in USD)
Pre- Post
Remarks Adjustment
Transaction Transaction
Revenues 737,552,530 - 737,552,530
Gross Profit 287,683,499 - 287,683,499
Profit before Tax 170,499,974 - 170,499,974
Profit for the Period 135,064,018 - 135,064,018
Other Comprehensive Income (16,909,318) - (16,909,318)
Total Comprehensive Income for the Period 118,154,700 - 118,154,700
The assumptions used to prepare the Company's proforma consolidated financial statements include the following:
• The Transaction occurred on March 31, 2025
• The value of the Transaction is Rp1,226,728,020,000 (one trillion two hundred twenty-six billion seven
hundred twenty-eight million twenty thousand Rupiah), excluding taxes and other fees that may apply to each
KMG and/or LGSM
• The exchange rate used is the Bank Indonesia mid-rate as of March 31, 2025, of Rp16,588/USD
VI. VALUATION REPORT AND FAIRNESS OPINION
A. Summary of the Valuation Report on the Object of the Transaction
Public Appraisal Firm or Kantor Jasa Penilai Publik (“KJPP”) Pung’s Zulkarnain & Rekan (“PZR”),
registered based on the Ministry of Finance Decree No. 798/KM.1/2008 dated December 1, 2008, and the
individual responsible for this report is Fahmi Hassan M.Ec. Dev, MAPPI (Cert), listed as a capital market
supporting profession of the OJK under Registered Letter of Capital Market Supporting Profession No. STTD.
PP-81/PM.2/2018, has been appointed by the Company in accordance with the assignment letter No.
0888/PT.KMG/MK-SBY/KJPP.PSZ/VII/2025 dated July 25, 2025, which was approved by the Company's
management to conduct a valuation of the Transaction’s price fairness.
8
Page 9
Below is a summary of the valuation report from KJPP PZR on the object of the Transaction as stipulated in
the valuation report No. 009/KAJ/SUB/KJPP.PSZ/VIII/2025 dated August 1, 2025, with the following
summary:
1. Parties to the Transaction
The parties involved in the Transaction are KMG as the employer and LGSM as the contractor.
2. Valuation Object
The valuation object is the offering agreement for the development of data center.
3. Objective and Purpose of the Valuation
The objective of the valuation is to obtain an opinion on the fairness of the price of the selected contract
as a basis for fulfilling the fairness opinion on the selection of affiliated vendors/contractors. KJPP PZR
does not recommend this report to be used for other purposes.
4. Limiting Conditions and Major Assumptions
This valuation is made based on the following assumptions and limiting conditions:
(i) The information provided by other parties to KJPP PZR as mentioned in this report is considered
valid and trustworthy, but the analysis team is not responsible if the information provided turns out
to be inconsistent with the actual facts. Information stated without mentioning the source is the result
of KJPP PZR's review of existing data, examination of documents, or statements from authorized
government institutions. The responsibility for rechecking the accuracy of the information lies
entirely with the party assigning the task
(ii) In determining the fairness of the offering price, KJPP PZR refers to fair vendor offers for similar
and comparable types of goods. KJPP PZR is not responsible for differences and/or changes in
contract specifications, and differences/violations in the provision of goods in the future are not the
responsibility of KJPP PZR
(iii) This report is prepared solely for the benefit of the Company's management and KMG for the
purposes mentioned above and cannot be used by other parties or for any other purposes. Similarly,
KJPP PZR is not responsible to any other parties who use this report for purposes other than those
mentioned
(iv) This report is invalid if it is not signed by the company superior and stamped/sealed by KJPP PZR
(v) KJPP PZR is not obligated to present and is not responsible for the results of the study to anyone
other than the task giver and report users, unless indicated otherwise
(vi) Whereas regarding the content and everything contained and/or used in the assignment of the
valuation, the task giver, KMG, fully releases KJPP PZR from liability, including its partners and all
existing staff, from claims for property loss, lawsuits, and responsibilities (in any form) whether
individually or institutionally arising directly or indirectly against any party if it is caused by errors
in the delivery of data and information whether conveyed verbally and/or in original form,
photocopy, and/or copies from KJPP PZR
(vii) This report is advised not to be the sole basis for an evaluation conducted by the task giver and report
users. Each party using this report is advised to conduct a separate evaluation of this valuation, and
the relevance and accuracy of the data contained in this report must be re-investigated in decision-
making.
The use of this valuation report for the intended purpose is subject to the following limiting conditions:
Report on Usage Limitations
This valuation report is prepared for the Company and KMG, for the purpose of as a basis for fulfilling
the fairness opinion on the selection of affiliated vendors/contractors. The appraiser does not allow this
report to be used for purposes other than those mentioned above. If there is any party that wants to use
this valuation report for other purposes, it must be with the written approval of KJPP PZR.
Source of Information
The information required for this valuation has been obtained from the related Company. Other
information besides what has been provided by the Company has been obtained from other parties that
KJPP PZR deems adequate. KJPP PZR assumes that the information obtained from accredited
government institutions such as Bank Indonesia, the Central Bureau of Statistics, and property research
institutions is accurate and correct.
9
Page 10
Legal Documents
KJPP PZR has conducted verification of the legal aspects of the documents and information related to the
said property that KJPP PZR has received within the authority of KJPP PZR. For more details, KJPP PZR
suggests that legal advice should be provided by legal advisors appointed by the Company. KJPP PZR
assumes that all legal documents related to this valuation have been well-prepared and that there are no
disputes, restrictions, or other matters that could affect this valuation.
Urban Planning and Other Regulations
Information regarding urban planning is obtained from the relevant government authorities. KJPP PZR
does not conduct, unless requested, further research into other related parties to obtain certainty that the
assessed asset is not affected by development plans for the public interest, such as road widening and
others. However, if certainty regarding this matter is requested, KJPP PZR recommends obtaining it from
the legal advisor appointed by the Company. This valuation is based on the assumption that the land of
the property being appraised and all the developments on it have or will have adequate permits and comply
with all prevailing regulations.
Conflict of Interest
KJPP PZR has no interest whatsoever, either now or in the future, in the assessed assets, nor in the reported
value. The amount of the valuation service fee does not depend on the reported value or vice versa.
Testimony in Court
KJPP PZR is not obligated to provide testimony or statements in court or before any other government
regarding the property appraised in this valuation report that do not align with the purposes and objectives
outlined in this valuation report.
5. The Valuation Methods Applied
The fairness valuation of the data center development contract is conducted by comparing the value of
the offer with the average offers from other vendors for comparable goods and services.
6. The Valuation Conclusion
Based on the data and analysis presented by KJPP PZR, KJPP PZR considers that the approved contract
offer price is still within a fair range according to the current market conditions. Based on the analysis of
price fairness, KJPP PZR found that the approved vendor contract is valued at Rp1,226,728,020,000 and
the fair price based on alternative vendors is Rp1,283,051,000,000.
B. Summary of Fairness Opinion
KJPP Guntur, Eki, Andri, dan Rekan (“KJPP GEAR”), registered based on the Minister of Finance Decree
No. 562/KM.1/2013, License No. 2.13.0116, and listed as a capital market supporting profession of the OJK
under Registered Letter of Capital Market Supporting Profession No. STTD.PB-51/PM.223/2021 and OJK’s
Non-Bank Financial Industry No. 211/NB.122/STTD-P/2020, has been appointed by the Company in
accordance with the assignment letter No. JKT.067/PN.BV.GEAR/2025 dated July 24, 2025, which was
approved by the Company's management to conduct a fair assessment on the Transaction.
Below is a summary of the valuation report from KJPP GEAR on the object of the Transaction as stipulated
in the valuation report No. 00046/2.0116-06/BS/02/0511/1/VIII/2025 dated August 1, 2025, with the
following summary:
1. Parties to the Transaction
The parties involved in the Transaction are KMG as the employer and LGSM as the contractor.
2. Object of Transaction
The object of fairness analysis in this case is to provide a fairness opinion on the Transaction.
3. Purpose and Objective
The purpose and objective of providing this fairness opinion is to give a fairness opinion on the
Transaction required to comply with OJK regulations. This fairness opinion report is provided in
accordance with the fulfillment of POJK 42/2020 and POJK 17/2020 and is not utilized outside the context
or purpose of the assessment.
4. Limiting Conditions and Basic Assumptions
Several assumptions used in the preparation of this fairness opinion are as follows:
10
Page 11
• the fairness opinion report is a non-disclaimer opinion
• KJPP GEAR has conducted a review of the documents used in the fairness opinion process
• in preparing this report, KJPP GEAR relies on the accuracy and completeness of the information
provided by the Company and/or data obtained from publicly available information and other
information as well as research deemed relevant by KJPP GEAR
• the task assignor states that all material information related to the assignment of the fairness opinion
has been fully disclosed to KJPP GEAR and there has been no omission of important facts
• KJPP GEAR uses the financial projections provided by the Company and has adjusted them to reflect
the fairness of the financial projections with the ability to achieve them (fiduciary duty)
• the fairness opinion report is open to the public except for information that is confidential and may
affect the Company's operations
• KJPP GEAR is responsible for the fairness opinion report and its conclusions
• KJPP GEAR has obtained information regarding the legal status of the fairness opinion object from
the assignor
• this fairness opinion report is intended to meet the interests of the capital market and comply with OJK
regulations, and not for tax purposes
• this fairness opinion report is prepared based on market and economic conditions, general business
and financial conditions, as well as government regulations related to the transaction to be undertaken
on the date this opinion is issued
• in the preparation of this fairness opinion, KJPP GEAR uses several assumptions, such as the
fulfillment of all conditions and obligations of the Company and all parties involved in the Transaction
as well as the accuracy of the information regarding the Transaction disclosed by the Company's
management
• this fairness opinion report must be viewed as a whole and using only part of the analysis and
information without considering the other information and analysis in its entirety can lead to
misleading views and conclusions about the process underlying the fairness opinion. The preparation
of this fairness opinion is a complex process and may not be conducted through incomplete analysis,
and
• KJPP GEAR also assumes that from the date of issuance of this fairness opinion until the date of the
Transaction, there will be no material changes affecting the assumptions used in the preparation of this
fairness opinion. KJPP GEAR is not responsible for reaffirming or supplementing, updating the KJPP
GEAR opinion due to changes in assumptions and conditions as well as events occurring after the date
of this report
Limiting Conditions:
• KJPP GEAR does not conduct due diligence on entities or parties involved in transactions
• in conducting the analysis, KJPP GEAR assumes and relies on the accuracy, reliability, and
completeness of all financial information and other information provided by the Company to KJPP
GEAR or that is publicly available, which is essentially true, complete, and not misleading. KJPP
GEAR is not responsible for conducting an independent examination of that information. KJPP GEAR
also relies on assurances from the Company's management that they are not aware of any facts that
would cause the information provided to KJPP GEAR to be incomplete or misleading
• the analysis of the fairness opinion on this Transaction is prepared using the data and information as
disclosed above. Any changes to the data and information may materially affect the final opinion of
KJPP GEAR. Therefore, KJPP GEAR is not responsible for changes in the conclusions of KJPP
GEAR's fairness opinion due to changes in the aforementioned data and information
• KJPP GEAR does not provide an opinion on the tax impact of this Transaction. The services provided
by KJPP GEAR to the Company in connection with this Transaction are only an opinion on the fairness
of the Transaction to be carried out and do not include accounting, auditing, or tax services. KJPP
GEAR did not conduct a study on the legality of the Transaction from a legal perspective and the tax
implications of the Transaction
• The work of KJPP GEAR related to this Transaction does not constitute and cannot be interpreted in
any form as a review or audit or the implementation of certain procedures on financial information.
The work is also not intended to disclose weaknesses in internal controls, errors, or deviations in
financial statements or legal violations. In addition, KJPP GEAR does not have authority and is not
able to obtain and analyze other transactions aside from the existing Transaction and those that may
be available to the Company and/or KMG, as well as the impact of those transactions on this
Transaction
11
Page 12
5. Approach and Procedure for Fairness Opinion on the Transaction
In preparing the fairness opinion on this Transaction, KJPP GEAR has analyzed the approaches and
procedures of the analysis on the Transaction that includes the following:
a. analysis of the Transaction, which includes the identification and relationship between the parties
involved in the Transaction, the agreements and terms agreed upon, and the risks and benefits from
the Transaction conducted
b. qualitative and quantitative analysis of the Transaction, including the Company's history and business
activities, industry analysis, operational analysis and financial prospects, reasons for the Transaction,
qualitative benefits and losses of the planned Transaction, financial ratio analysis, and proforma
financial statement analysis before and after the Transaction is executed. In the quantitative analysis,
an incremental analysis is also conducted, such as the contribution of added value to the Company as
a result of the Transaction, including its impact on the Company's financial projections. Furthermore,
conduct a sensitivity analysis to measure the gains and losses from the Transaction
c. analysis of the fairness of the Transaction value, and
d. analysis of other relevant factors
6. Conclusion
Based on the scope of work, assumptions, data, and information obtained and used, the review of the
financial impact of the Transaction as disclosed in this fairness opinion report, KJPP GEAR in the opinion
that the Transaction to be carried out, from an economic and financial perspective is fair.
VII. STATEMENT OF THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS
The Board of Directors and the Board of Commissioners of the Company are fully responsible for the accuracy of
all information contained in this Information Disclosure and declare that they have fully disclosed all material facts
and that there are no other undisclosed or omitted material facts related to the Transaction that could mislead in
connection with the Transaction.
The Board of Directors and the Board of Commissioners of the Company also stated that the Transaction is not a
Material Transaction, since the value of the Transaction is not more than 20% (twenty percent) of the Company's
equity value based on the Consolidated Financial Statements as of March 31, 2025.
This Transaction is an Affiliated Transaction but not a Conflict-of-Interest Transaction, as there is no difference
between the economic interests of the Company and the economic interests of members of the Board of Directors,
members of the Board of Commissioners, and majority shareholders that may harm the Company.
VIII. ADDITIONAL INFORMATION
To obtain additional information in connection with the Transaction, the shareholders of the Company may contact
the Corporate Secretary of the Company during the working hours of the Company at the address below:
Corporate Secretary
PT Dian Swastatika Sentosa Tbk
Sinar Mas Land Plaza, Tower 2, 24th Floor
Jl. M.H. Thamrin No. 51
Central Jakarta 10350
Indonesia
Telephone: +6221 31990258
Facsimile: +6221 31990259
Email: corsec@dss.co.id
Website: www.dssa.co.id
Jakarta, August 5, 2025
Board of Directors of the Company
12
Names mentioned 32 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×3
unresolved
person
H. Thamrin
p.1 ×4
unresolved
org
Indonesia Stock Exchange
p.2
unresolved
org
Moore Global Network Limited
p.2
unresolved
org
Minister of Law
p.3
unresolved
org
Minister of Law and Human Rights
p.3
unresolved
org
Bank Indonesia
p.4 ×3
unresolved
org
Bank Indonesia’s
p.4
unresolved
person
Lanawaty Darmadi
· Notaris
p.5 ×3
unresolved
org
PT SMPlus Sentra Data
p.6
unresolved
org
KIRA SG One Pte. Ltd.
p.6
unresolved
person
Seong
p.6 ×2
unresolved
person
Christina Dwi Utami
· Notaris
p.6
unresolved
org
LG CNS Co. Ltd.
p.7
unresolved
org
PT SMPlus Digital Investama
p.7
unresolved
org
Public Appraisal Firm Pung’s Zulkarnain & Rekan
p.8
unresolved
org
Pung’s Zulkarnain & Rekan
p.8
unresolved
org
Ministry of Finance Decree
p.8
unresolved
person
Dev
p.8
unresolved
org
KJPP PZR
p.9 ×24
unresolved
org
KJPP PZR's
p.9
unresolved
org
KJPP PZR. Source
p.9
unresolved
org
KJPP PZR. For
p.10
unresolved
org
KJPP Guntur
p.10
unresolved
org
KJPP GEAR
p.10 ×27
unresolved
org
Minister of Finance Decree
p.10
unresolved
org
KJPP GEAR. Therefore
p.11
unresolved
org
KJPP GEAR's
p.11
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
Rule parser
Needs review
confidence 0.091
4550 ms
12 Sep 2026 22:36
Raw output
{'appraiser_exempt': None,
'appraiser_name': '',
'assets': [],
'currency': None,
'fact_type': '',
'issuer_name': '',
'kind': 'MATERIAL_FACT',
'kjpp_name': '',
'letter_number': '',
'object_text': '',
'object_truncated': False,
'parties': [],
'pct_of_equity': None,
'reference_period': '',
'requires_rups': None,
'rups_date': None,
'ticker': '',
'transaction_date': None,
'valuation_date': None,
'value': None}