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DISCLOSURE OF INFORMATION IN CONNECTION WITH MATERIAL
TRANSACTIONS
THIS INFORMATION DISCLOSURE IS MADE AND INTENDED IN ORDER TO COMPLY
WITH (I) FINANCIAL SERVICES AUTHORITY (OJK) REGULATION NUMBER
17/POJK.04/2020 DATED APRIL 20, 2020 CONCERNING MATERIAL TRANSACTIONS
AND CHANGES IN MAIN BUSINESS ACTIVITIES ("POJK 17"); (II) REGULATION OF THE
FINANCIAL SERVICES AUTHORITY NUMBER 42/POJK.04/2020 OF 2020 CONCERNING
AFFILIATE TRANSACTIONS AND CONFLICTS OF INTEREST TRANSACTIONS ("POJK
42"); AND (III) FINANCIAL SERVICES AUTHORITY REGULATION NUMBER
31/POJK.04/2015 DATED DECEMBER 22, 2015 CONCERNING DISCLOSURE OF
INFORMATION OR MATERIAL FACTS BY ISSUERS OR PUBLIC COMPANIES.
THE INFORMATION AS STATED IN THIS INFORMATION DISCLOSURE IS IMPORTANT TO BE
READ AND CONSIDERED BY THE COMPANY'S SHAREHOLDERS.
IF YOU HAVE DIFFICULTY UNDERSTANDING THE INFORMATION AS SET OUT IN THIS
DISCLOSURE, YOU SHOULD CONSULT WITH A LEGAL ADVISOR, PUBLIC ACCOUNTANT,
FINANCIAL ADVISOR OR OTHER PROFESSIONAL.
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE
COMPANY EITHER INDIVIDUALLY OR JOINTLY ARE FULLY RESPONSIBLE FOR THE
TRUTH AND COMPLETENESS OF ALL INFORMATION OR MATERIAL FACTS
CONTAINED IN THIS INFORMATION DISCLOSURE. THE COMPANY'S BOARD OF
DIRECTORS AND BOARD OF COMMISSIONERS DECLARE THE COMPLETENESS OF
THE INFORMATION AS DISCLOSED IN THIS INFORMATION DISCLOSURE AND
AFTER CONDUCTING CAREFUL RESEARCH, AFFIRM THAT AND TO THE BEST OF
THEIR KNOWLEDGE AND BELIEF, THE INFORMATION CONTAINED IN THIS
INFORMATION DISCLOSURE IS TRUE AND NO MATERIAL MATERIAL FACTS
CONTAINED IN THIS INFORMATION DISCLOSURE ARE TRUE AND RELEVANT THAT
ARE NOT DISCLOSED OR OMITTED IN THIS INFORMATION DISCLOSURE SO THAT
CAUSE THE INFORMATION PROVIDED IN THIS INFORMATION DISCLOSURE TO BE
FALSE AND/OR MISLEADING.
AFTER CAREFUL EXAMINATION, THE COMPANY'S BOARD OF DIRECTORS AND
BOARD OF COMMISSIONERS DECLARE THAT THIS TRANSACTION IS A MATERIAL
TRANSACTION THAT DOES NOT CONTAIN A CONFLICT OF INTEREST THAT HAS
THE POTENTIAL TO RESULT IN DISRUPTION OF THE BUSINESS CONTINUITY OF
THE PUBLIC COMPANY AS REFERRED TO IN THE FINANCIAL SERVICES AUTHORITY
REGULATION NUMBER 42/POJK.04/2020 CONCERNING AFFILIATE TRANSACTIONS
AND CONFLICT OF INTEREST TRANSACTIONS DATED JULY 2, 2020 ("POJK 42");.
THE COMPANY'S BOARD OF DIRECTORS, EITHER INDIVIDUALLY OR JOINTLY,
DECLARE THAT THESE MATERIAL AND AFFILIATE TRANSACTIONS HAVE GONE
THROUGH ADEQUATE PROCEDURES TO ENSURE THAT THE MATERIAL AND
AFFILIATE TRANSACTIONS ARE CARRIED OUT IN ACCORDANCE WITH GENERALLY
APPLICABLE BUSINESS PRACTICES.
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Main Business Activities:
Restaurant
Ranked at:
South Jakarta, DKI Jakarta, Indonesia
Head Office:
Gedung Gelael, Jl. MT. Haryono Kav. 7
Tebet Barat, Tebet, Jakarta Selatan
DKI Jakarta, Indonesia
Phone: +62 (021) 8301133
Website: www.kfcku.com
This information disclosure was published in Jakarta on July 2, 2025
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INTRODUCTION
The Disclosure of Information as stated in this document was made in the context of the execution of
the transaction of the sale of shares owned by PT Fast Food Indonesia, Tbk. (the “Company”) worth
Rp.54,440,100,000 (fifty-four billion four hundred and forty million one hundred thousand Rupiah) in
PT Jagonya Ayam Indonesia, a limited liability company established under the laws of the Republic of
Indonesia, domiciled in South Jakarta and having an integrated chicken farm in the Regency of the
Republic of Indonesia. Banyuwangi ("JAI"), to PT Shankara Fortuna Nusantara, a limited liability
company established under the laws of the Republic of Indonesia, domiciled in South Jakarta, where the
Company retains the Company's shareholding position in JAI as the controlling shareholder by owning
55% (fifty-five percent) of the shares (hereinafter referred to as the “Transaction”).
The Transaction is a transaction that contains elements of material transactions as defined in POJK 17
where the Transaction value is more than 20% (twenty percent) but does not exceed 50% (fifty percent)
of the Company's total equity based on the Company's financial statements for the year ended December
31, 2024 audited by the Public Accounting Firm Purwantono, Sungkoro & Surja is Rp. 127,731,594,000
(one hundred and twenty-seven billion seven hundred and thirty-one million five hundred ninety-four
thousand Rupiah).
The Board of Commissioners and the Board of Directors of the Company declare that this
Transaction is a material transaction as stipulated in POJK 17 and this Transaction does not contain
a conflict of interest that has the potential to result in disruption of the Company's business continuity
as referred to in POJK 42. In connection with the above, in accordance with the provisions of the
applicable laws and regulations, especially POJK 17 and POJK 42, the Company's Board of Directors
declares that the Transaction has been carried out in accordance with generally accepted business
practices and therefore announces this Information Disclosure with the intention of providing
information and a more complete picture to the Company's shareholders regarding the Transactions
that have been carried out by the Company and JAI.
EXPLANATION OF TRANSACTIONS
I Reason and Background of the Transaction
The company was established and operates as a company that carries out business activities in
the restaurant sector. In order to provide certainty of supply and price of raw materials for
chicken meat, the Company has become the controlling shareholder in JAI which is in the
process of building an integrated chicken farm on JAI's land covering an area of 8,575,200 m2
in Kalibaru District, Banyuwangi Regency, East Java Province. Based on the studies that have
been carried out, JAI can produce as much as 42,000 tons of chicken meat per day or around
76 million tons in 5 years. That way, JAI can meet the supply needs of chicken meat raw
materials and processed chicken meat as much as 35% (thirty-five percent) for the Company's
restaurants within the next 5 years.
This transaction is part of the Company's strategy to support the expansion and smooth
operation of the Company. The purpose of this share transfer is to strengthen the funding
structure in the development stage and support JAI's business growth in the future, including
but not limited to plans to increase operational capacity, develop business networks, and
accelerate the implementation of strategic projects. With the new ownership structure, it is
hoped that the flexibility and efficiency in carrying out JA's business activities can be further
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improved, but still in line with the Company's vision and strategic direction as the controller
of JAI.
II Benefits of Transactions
As for the execution of this Transaction, the Company will obtain the following benefits:
a. The Company continues to maintain as a controlling shareholder with a 55% (fifty-five
percent) shareholding in JAI, which therefore still places the Company as the controlling
shareholder in JAI.
b. By maintaining majority shareholding, the Company can benefit from the efficiency of
the price of chicken meat and processed chicken meat from JAI and increase the
Company's profitability from JAI's integrated chicken farming business activities which
include plantation businesses, feed factories, chicken hatcheries, chicken rearing, chicken
slaughterhouses, and chicken meat processing industries. As for the implementation of
the Transaction, it can open up space for the involvement of other parties in expanding
JAI's competitiveness, operational activities or financial capabilities.
III Details of the transaction
A. Transaction Date
The transaction has been effective on June 30, 2025 after the Deed of Statement of
Shareholders' Decision Outside the General Meeting of Shareholders No. 376 dated June
26, 2025, which was made before Notary Viola Tariza Windianita S.H., M.KN., Notary
in South Jakarta, has received notification and changes to JAI data by the Minister of Law
and Human Rights of the Republic of Indonesia through the Letter of Receipt of
Notification and Change of Company Data No: AHU-AH.01.09-0304297 dated June 30,
2025 ("Deed No. 376").
B. Transaction Objects
The object of this Transaction is in the form of shares owned by the Company as many
as 41,877 (forty-one thousand eight hundred and seventy-seven) shares of Series A shares
or equivalent to 15% (fifteen percent) of all shares that have been issued by JAI.
C. Transaction Value
The Transaction Value in question is Rp.54,440,100,000 (fifty-four billion four hundred
and forty million one hundred thousand Rupiah).
The transaction carried out by the Company was to sell part of its shares in JAI in the
amount of 41,877 (forty-one thousand eight hundred and seventy-seven) new Series A
shares issued by JAI at a price of Rp.54,440,100,000 (fifty-four billion four hundred and
forty million one hundred thousand Rupiah). The transaction carried out by the Company
has been completed and stated in Deed No. 376.
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D. Parties Involved in the Transaction
PT Fast Food Indonesia, Tbk.
a. Brief History of the Company
The Company was established based on the Notarial Deed of Sri Rahayu, S.H., No. 20
dated June 19, 1978. The deed of establishment has been approved by the Minister of
Justice of the Republic of Indonesia through Decree No. Y.A.5/245/12 dated May 22,
1979, and was registered at the Jakarta District Court Office with No. 4491 dated
October 1, 1979, and announced in Supplement No. 682 of the State Gazette of the
Republic of Indonesia No. 90 dated November 9, 1979.
The Company's Articles of Association have undergone several changes, the last change
being based on the Notary Deed of Ir. Nanette Cahyanie Handari Adi Warsito, S.H., No.
02 dated June 2, 2025 regarding changes in the Company's intentions and objectives and
business activities. The changes have been reported to and approved by the Ministry of
Law and Human Rights of the Republic of Indonesia as documented in letter No. AHU-
0036666. AH.01.02 OF 2025 DATED 05-06-2025.
The company is engaged in the food and restaurant sectors. The Company started its
commercial business in 1979. As of December 31, 2024, the Company has operated 715
restaurant outlets.
The Company's licensing is as follows:
1. Business Identification Number (NIB) Number 8120216033701.
2. Franchise Registration Certificate (STPW) Number 812021603370101010013.
The Company's head office is located at the Gelael Building, Jl. MT. Haryono Kav. 7,
West Tebet, Tebet, South Jakarta, DKI Jakarta, Indonesia
b. Composition of Shareholders and Management of the Company
The composition of the Company's shareholders and share ownership as of December
31, 2024, is as follows:
No. Shareholder Name Number of Composition
Shares Possession
1 PT Gelael Pratama 1.596.111.050 40,00 %
2 PT Indoritel 1.430.115.492 35,84 %
Makmur International,
Tbk.
3 BBH luxembourg S/A 311.519.100 7,81%
Fidelity FD Sicav, FD
FDS PAC FD
4 Community (below 5%) 649.323.516 16,27 %
5 Treasury Stocks 3.208.000 0,08 %
Sum 3.990.227.158 100,00 %
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The composition of the Board of Commissioners and the Board of Directors of the
Company as of December 31, 2024 is as follows:
Board of Commissioners
President Commissioner : Anthony Salim
Deputy President Commissioner: Noni Rosalia Gelael Barki
Commissioner I : Elisabeth Gelael
Commissioner II : Benny Setiawan Santoso
Independent Commissioner : Achmad Baiquni
Independent Commissioner : Gunawan Solaiman
Management
President Director : Ricardo Gelael
Vice President Director : Ferry Noviar Yosaputra
Director I : Justinus Dalimin Juwono
Director II : Cahyadi Wijaya
Director III : Fabian Gelael
Director IV : Adhi Indrawan
Director V : Wachjudi Martono
Director VI : Dio May Avico
Unaffiliated Directors : Omar Luthfi Anwar
The composition of the Company's shareholders and share ownership at the time of
the date of this Information Disclosure is as follows:
No. Shareholder Name Number of Shares Composition
Possession
1 PT Gelael Pratama 1.862.777.717 41,18 %
2 PT Indoritel Makmur 1.696.782.159 37,51 %
International, Tbk.
3 BBH luxembourg S/A Fidelity 305.833.400 6,76 %
FD Sicav, FD FDS PAC FD
4 Community (below 5%) 655.009.216 14,48 %
5 Treasury Stocks 3.208.000 0,07 %
Sum 4.523.610.492 100,00 %
Meanwhile, the composition of the Board of Commissioners and the Board of
Directors of the Company at the time of this Information Disclosure date is as follows:
Board of Commissioners
President Commissioner : Anthony Salim
Deputy President Commissioner: Noni Rosalia Gelael Barki
Commissioner I : Elisabeth Gelael
Commissioner II : Benny Setiawan Santoso
Independent Commissioner : Achmad Baiquni
Independent Commissioner : Gunawan Solaiman
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Management
President Director : Ricardo Gelael
Vice President Director : Ferry Noviar Yosaputra
Director I : Justinus Dalimin Juwono
Director II : Cahyadi Wijaya
Director III : Fabian Gelael
Director IV : Adhi Indrawan
Director V : Wachjudi Martono
Director VI : Tony Subagio
Director VII : Dio May Avico
Unaffiliated Directors : Omar Luthfi Anwar
c. Business Activities
As stated in the Company's Articles of Association, the Company's intentions and
objectives can be described as follows:
1. The Company's purpose and purpose is to do business in the fields of food,
restaurants, trade, transportation and warehousing, representation and/or agent,
industry, agriculture and livestock, education, management consulting, services,
and telecommunications.
2. To achieve the above goals and objectives, the Company can implement:
a. The main business activities are: restaurants and food services for a certain
event (event catering).
b. Supporting business activities, namely:
i. Broiler breed chicken cultivation
ii. Large trade in chicken meat and processed chicken meat
iii. Warehousing and storage
iv. Cold storage activity
v. Motor transport for general goods
vi. Market research
vii. Large trade of household appliances and supplies
viii. Large trade of various other household goods and supplies YTDL
ix. Craft and industry education
x. Other private education
xi. Other management consulting activities
xii. Conventional employer pension funds
xiii. Wireless telecommunications activity
PT Shankara Fortuna Nusantara ("SFN")
a. Brief History of SFN
SFN was established based on the Notary Deed of Lawrensiea Angelina S.H., M.Kn.
No. 02 dated December 13, 2024. The deed of establishment has been ratified by the
Minister of Law and Human Rights of the Republic of Indonesia based on his Decision
Number: AHU-0100480. AH.01.021.TAHUN 2024 dated December 16, 2024.
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SFN is engaged in the Wholesale Trade of Chicken Meat and Processed Chicken Meat
with KBLI 46322 which includes the business of large trading of chicken meat and
processed chicken meat, including preserved chicken meat.
b. Composition of Shareholders and Management of the Company
The composition of the Company's shareholders and share ownership as of June 3,
2025, is as follows:
No. Name Stock Sheet Percentage
1 Putra Rizky Bustaman 45 45%
2 Liana Saputri 45 45%
3 Bani Adityasuny Ismiarso 10 10%
Sum 100 100%
The composition of the Board of Commissioners and the Board of Directors of the
Company as of December 31, 2023 is as follows:
Board of Commissioners
Commissioner : Liana Saputri
Management
President Director : Putra Rizky Bustaman
Director : Bani Adityasuny Ismiarso
c. Business Activities
As stated in the SFN Articles of Association, the purpose and objectives of SFN can be
described as follows:
1. The purpose and purpose of SFN is to work in the field of commerce.
2. To achieve the above goals and objectives, the Company can carry out business
activities in Wholesale Trade of Chicken Meat and Processed Chicken Meat.
E. Material Transactions
The Transaction is a material transaction because the value of the Transaction exceeds 20%
(twenty percent) but does not exceed 50% (fifty percent) of the Company's total equity of
Rp. 127,731,594,000 (one hundred and twenty-seven billion seven hundred and thirty-one
million five hundred ninety-four thousand Rupiah) based on the Company's financial
statements for the year ended December 31, 2024 audited by Purwantono Public Accounting
Firm, Sungkoro & Surja. Thus, based on POJK 17, the Company must submit the disclosure
of information and documents related to the Transaction to the OJK no later than 2 (two)
working days after the date of the Transaction, as well as announce information related to
the Transaction to the public at least on the Company's website and the stock exchange
website.
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F. The Effect of Transactions on the Company's Financial Condition
Based on the Company's Financial Statements for the year ended December 31, 2024
audited by Public Accounting Firm Purwantono, Sungkoro & Surja, the Company's
Financial Position Statement, Balance Sheet, and Cash Flow Statement before and after
the Transaction are projected as follows:
Projected Financial Position Report Before and After Transaction
Financial Position Before Transaction (Rp.000.000)
Financial
Position Report 2024 2023 2022 2021 2020
Current Assets 616.599 947.542 1.272.160 1.178.140 1.563.157
Non-Current 2.912.621 2.963.002 2.550.245 2.378.850 2.163.843
Assets
Total Assets 3.529.220 3.910.544 3.822.405 3.556.990 3.727.000
Short-Term 2.291.914 1.971.044 1.606.888 1.360.688 1.480.239
Liability
Long-Term 1.109.574 1.215.623 1.154.494 1.277.113 1.000.076
Liability
Total Liability 3.401.489 3.186.667 2.761.382 2.637.801 2.480.315
Share Capital 199.514 199.514 199.514 199.514 199.514
Agio Stock 944 944 944 944 944
Cost of Acquiring (3.273) (3.273) (3.273) (3.273) (3.273)
Treasury Shares
Profit Balance
Determined Use - 15.925 15.925 15.925 15.925
Its use has not yet - 498.618 847.912 706.078 1.033.573
been determined
Non-controlling 79.367 12.148 0 0 0
interests
Equity 127.732 723.877 1.061.023 919.189 1.246.684
Total Liabilities 3.529.220 3.910.544 3.822.405 3.556.990 3.727.000
and Equity
Cash Flow Position Before Transaction (Rp.000,000)
Cash Flow
Statement 2024 2023 2022 2021 2020
Net cash earned 148.560 383.332 267.500 (18.216) 203.012
from (used for)
operating activities
Net cash earned (293.619) (712.019) (341.395) (273.880) (303.070)
from (used for)
investment
activities
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Cash Flow
Statement 2024 2023 2022 2021 2020
Net cash earned 248.319 (15.565) 19.640 9.825 120.478
from (used for)
funding activities
Increase (Decrease) (144.810) (344.252) (54.254) (282.271) 20.419
of Net Cash and
Cash Equivalents
Cash and Cash 208.855 548.931 601.014 882.912 861.748
Equivalents at the
Beginning of the
Year
Cash and Cash 64.830 208.855 548.931 601.014 882.912
Equivalents at the
End of the Year
Income Statement (Rp.000,000)
Other Comprehensive
Income/Profit & 2024 2023 2022 2021 2020
Income Reports
Income 4.875.793 5.935.005 5.857.474 4.840.596 4.840.364
Gross Profit 2.840.834 3.665.397 3.664.728 2.935.820 2.868.891
Profit (Loss) of (784.002) (301.934) (42.264) (339.202) (447.416)
Operations
Loss Before Income (862.560) (369.922) (93.410) (384.612) (460.789)
Tax
Profit (Loss) for the (798.247) (418.212) (77.448) (295.738) (377.185)
Current Year
Total Comprehensive (664.900) (351.851) (56.461) (327.495) (409.616)
Income (Loss) for the
Current Year
Earnings (Loss) per (200) (104) (19) (74) (99)
Underlying Share (EPS)
- full figures
Projected Financial Position Report after Transaction (Rp.000,000)
The Company's projected financial position statement is described as follows:
Description 2025 2026 2027 2028 2029
Current assets 610.521 698.750 987.927 1.419.233 1.886.182
Non-current assets 3.022.411 2.869.368 2.687.695 2.597.635 2.522.680
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Description 2025 2026 2027 2028 2029
Total Assets 3.632.932 3.568.118 3.675.623 4.016.868 4.408.862
Short-term liability 1.343.238 1.089.397 946.961 934.394 994.102
Long-term liability 2.158.860 2.084.311 1.997.243 1.896.212 1.778.219
Total Liability 3.502.098 3.173.708 2.944.204 2.830.606 2.772.321
Total Equity 130.834 394.409 731.418 1.186.263 1.636.541
Total Liabilities
3.632.932 3.568.118 3.675.623 4.016.868 4.408.862
and Equity
Projected Profit and Loss Report of the Company After Transaction (Rp.000,000)
Description 2025 2026 2027 2028 2029
Income 5.084.317 5.984.294 6.246.066 6.505.417 6.796.149
Cost of income (1.885.205) (2.171.443) (2.239.951) (2.313.968) (2.422.047)
Gross Profit (Loss) 3.199.112 3.812.852 4.006.115 4.191.449 4.374.102
Profit (Loss)
(128.987) 360.133 460.208 543.269 605.439
before Tax
Tax burden - (48.871) (56.348) (88.425) (155.161)
Profit (Loss) for
(128.987) 311.262 403.860 454.844 450.278
the Current Year
Projected Consolidated Cash Flow of the Company after Transactions (Rp.000,000)
Description 2025 2026 2027 2028 2029
Cash flow from
(59.318) 600.943 859.307 1.053.626 1.103.784
operating activities
Cash flow from
investment (155.859) (231.976) (208.208) (220.627) (248.259)
activities
Cash flow from
233.815 (344.428) (358.098) (374.411) (388.051)
funding activities
Net increase in
cash and cash 18.638 24.539 293.002 458.588 467.475
equivalents
Cash and cash
equivalents at the
64.830 83.468 108.007 401.009 859.596
beginning of the
year
Cash and cash
equivalents at year- 83.468 108.007 401.009 859.596 1.327.071
end
G. Independent Parties Appointed by the Parties to the Transaction
The Independent Parties involved in the transaction appointed by the Company are the
Public Appraisal Service Office of Ferdinand, Danar, Ichsan & Rekan
H. Summary of the Independent Appraiser's Report
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The summary of the Fairness Opinion Report No. 00062/2.0176-00/BS/04/0453/1/VI/2025
is as follows:
1. Identity of the Party
The parties who transact in the Transaction Plan are the Company as the seller and
SFN as the buyer.
2. Transaction Objects
The object of this Transaction is in the form of JAI shares belonging to the Company
41,877 (forty-one thousand eight hundred and seventy-seven) shares of new Series A
shares issued by JAI at a price of Rp.54,440,100,000 (fifty-four billion four hundred
and forty million one hundred thousand Rupiah) or equivalent to 15% (fifteen percent)
of all shares that have been issued by JAI.
3. Assessment Objectives
The purpose of providing a fairness opinion is to provide a report on the results of
the analysis on the Fairness of the JAI Share Transfer Transaction Plan by the
Company to SFN.
4. Assumptions and conditions of the Constraints
a. This fair opinion report is a non-disclaimer opinion.
b. The Business Appraiser has conducted a review of the documents used in the
fairness opinion analysis process.
c. The data and information obtained come from reliable sources for accuracy
d. The appraiser uses financial projections made by management.
e. This Fairness Opinion Report is open to the public.
f. Analysis, opinions and conclusions made by the appraiser, as well as the fairness
opinion report have been prepared in accordance with the Financial Services
Authority ("OJK") Regulation No. 35/POJK.04/2020 concerning Guidelines for
the Valuation and Presentation of Business Valuation Reports in the Capital Market
and the provisions of the Indonesian Valuation Standards (SPI), the Indonesian
Code of Ethics for Appraisers (KEPI).
g. The Business Appraiser is responsible for the Fairness Opinion Report and Final
Opinion Conclusion.
h. The assessor has obtained information on the legal status of the Object of Fairness
Opinion Analysis from the Assignor.
i. All disputes in the form of criminal or civil cases (both in and out of court) relating
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to the object of assessment are not our responsibility.
j. We would like to emphasize that the results of our studies, analyses and
responsibilities are specifically limited to the value aspect of the valuation object,
outside of the tax and legal aspects as these are outside the scope of our assignment.
k. Changes made by the Government or the private sector related to the condition of
the Object of Fair Opinion Analysis, in this case market conditions and so on are
not our responsibility.
l. This fairness opinion report is presented for the purposes and purposes as written
in the report and cannot be used for any other purpose and purposes and we are not
responsible if this report is used for any other purpose.
m. This fairness opinion report is one of the information to be used as a basis for
thinking in making decisions, but it is not binding and cannot be used as a basis for
determining a decision that has legal consequences, because this fairness opinion
report is solely made based on the study of the discipline and abilities that we have.
n. This fairness opinion report is invalid and invalid if there is no signature of the
licensed appraiser along with an official corporate seal from KJPP Ferdinand, Danar,
Ichsan & Rekan.
o. This fairness opinion report is made and addressed only to the assignor, in
accordance with the intent and objectives expressed in the fairness opinion report.
5. Assessment Approach and Method
In compiling this Fairness Opinion report on the Transaction Plan, an analysis has
been carried out through the Transaction Plan assessment approach and procedure
which includes the following:
a. Analysis of Transaction Plans
With the implementation of the Transaction Plan which is part of the Company's
strategy to support the expansion and operations of JAI through strengthening
funding, accelerating strategic projects, and increasing business efficiency and
flexibility, while maintaining alignment with the Company's vision and strategic
direction as a controller.
b. Qualitative analysis of the Transaction Plan
With the implementation of the Transaction Plan, the Company can benefit from
the fact that the Company remains the controlling shareholder of JAI with 55%
ownership. This majority ownership allows the Company to obtain supply
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efficiency and increase profitability from JAI's integrated business, while opening
up opportunities for the involvement of other parties in JAI's operations and
funding.
c. Quantitative Analysis of Transaction Plans
With the implementation of the Transaction Plan, the Company's Financial
Proforma as of December 31, 2024 shows:
1) On the profit (loss) side based on the Company's proforma financial
statements, there was an increase in other operating income worth IDR 12,563
million which occurred due to the recording of profit due to the Transaction
Plan.
2) In terms of short-term liabilities based on the Company's proforma financial
statements, there was a decrease in actual expenses of IDR 54,440 million
which occurred due to the payment of liabilities in the form of actual expenses
due to the Transaction Plan.
3) In terms of equity based on the Company's proforma financial statements,
equity increased by IDR 54,440 million, which occurred as a result of the
increase in non-controlling interest and profit balance due to the Transaction Plan.
d. Incremental Analysis
The added value with the implementation of the Transaction Plan is in the form
of an increase in total assets, namely in cash and cash equivalents and total equity,
namely in the balance of profit and non-controlling interest, while the revenue in
the projected year attributed to the Company has not changed before the
Transaction Plan.
e. Analysis of the fairness of the Transaction Plan
The analysis of the fairness of the transaction value is carried out by comparing
the Market Value of JAI shares that have been assessed through the 15% Equity
Valuation Report of PT Jagonya Ayam Indonesia dated June 24, 2025 issued by
KJPP FDI&R with the Value per share of JAI Transaction Plan as follows:
Description 2025 2026
Market Value of 15% of JAI Equity Rp Million 21.725
Upper Limit (7.5%) Rp Million 23.354
Lower Limit (7.5%) Rp Million 20.095
Value of Transaction Plan Rp Million 54.440
The Difference in the Value of the
Transaction Plan to the Market % 150,59%
Value
Based on the description above, that the Transaction Plan Value is 150.59% above
the market value which is not in the range of values in accordance with POJK
14
Page 15
35/2020 regarding the upper and lower limits for the range of transaction values not
exceeding 7.5% so that the Transaction Plan Value is Unreasonable.
f. Analysis of other relevant factors
Analysis of other relevant factors, viewed and calculated based on sensitivity
analysis. Based on the sensitivity analysis, both the increase and decrease of 2.5%
of the Company's revenue and cost of goods sold did not have a significant impact
on the company's net profit for the current year. The Company is still able to
record good performance, this shows that the Company still records a net profit
for the current year which also has an upward trend during the observation period.
I. Additional Information
For further information, please contact:
PT FAST FOOD INDONESIA TBK.
Gelael Building, Jl. MT. Haryono Kav.
7 West Tebet, Tebet, South Jakarta
DKI Jakarta, Indonesia
Telephone : +62 (021) 8301133
Jakarta, July 2, 2025
Sincerely,
Board of Directors of the Company
15
Names mentioned 38 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×5
unresolved
org
PT Jagonya Ayam Indonesia
p.3 ×2
unresolved
org
PT Shankara Fortuna Nusantara
p.3 ×2
unresolved
person
Notary Viola Tariza Windianita S.H.
· Notaris
p.4
unresolved
org
Minister of Law and Human Rights
p.4 ×2
unresolved
org
Minister of Justice
p.5
unresolved
org
District Court
p.5
unresolved
person
Ir. Nanette Cahyanie Handari Adi Warsito
p.5 ×2
unresolved
org
Ministry of Law and Human Rights
p.5
unresolved
—
Treasury Stocks
p.5 ×2
unresolved
person
Noni Rosalia Gelael Barki
· President Commissioner
p.6 ×6
unresolved
—
BBH luxembourg S/A Fidelity
p.6
unresolved
person
Lawrensiea Angelina S.H.
p.7
unresolved
org
Ichsan & Rekan
p.11 ×2
unresolved
org
KJPP Ferdinand
p.13
unresolved
org
KJPP FDI
p.14
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
2613 ms
12 Sep 2026 22:37
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}