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INFORMATION DISCLOSURE FOR THE PUBLIC IN RELATION TO AFFILIATED PARTY TRANSACTION
OF PT DFI RETAIL NUSANTARA TBK
THIS INFORMATION DISCLOSURE TO THE PUBLIC ("INFORMATION DISCLOSURE") IS PROVIDED
IN ORDER TO FULFIL THE PROVISIONS OF: (A) OJK REGULATION NO. 42/POJK.04/2020
REGARDING AFFILIATED TRANSACTIONS AND CONFLICT OF INTEREST TRANSACTIONS ("POJK
42/2020") AND (B) OJK REGULATION NO. 31/POJK.04/2015 REGARDING DISCLOSURE OF
INFORMATION OR MATERIAL FACTS BY ISSUERS OR PUBLIC COMPANIES ("POJK 42/2020").
31/POJK.04/2015 REGARDING DISCLOSURE OF INFORMATION OR MATERIAL FACTS BY ISSUERS
OR PUBLIC COMPANIES ("POJK 31/2015").
PT DFI RETAIL NUSANTARA Tbk
("COMPANY” or “DFIN”)
Based in South Tangerang
Business fields:
Engaged in retail businesses
Store Support Centre
(Headquarters)
Gedung Graha Hero, CBD Bintaro Jaya Sektor 7 Blok B7/A7
Pondok Jaya, Pondok Aren, South Tangerang,
Banten 15424, Indonesia
Telephone: (021) 8378 8388
Official website: www.dfinusantara.co.id
This Disclosure of Information contains information regarding the Intercompany Fund Placement Agreement
(“Cash Pooling / Cash Concentration”) transaction between the Company and affiliated parties, namely:
PT Rumah Mebel Nusantara (“RMN”), PT Distribusi Mebel Nusantara (“DMN”), and PT Distribusi Kesehatan
dan Kencatikan Nusantara (“DKKN”), as well as a jointly controlled entity, PT Archipelago Property Development
(“APD”) with total interest expense incurred during 2025-2029 amounting to Rp243,007,000,000 (two hundred
forty-three billion seven million rupiah) (“Transaction”). The Transaction is expected to benefit the Company as
the parent company, by consolidating the interest savings obtained from the Transaction. Therefore, the
Company's profitability is expected to increase from 2025 onwards. Through this Information Disclosure, the
Company explains that this Transaction is:
1. is an Affiliated Party Transaction as referred to in Article 1 paragraph (3) of OJK Rule 42/2020 that does
not contain a Conflict of Interest as referred to in OJK Rule 42/2020;
2. Not a Material Transaction as referred to in Article 3 paragraph (1) of OJK Rule 17/2020, with a transaction
value of less than 20% of the Company's equity, where based on the fairness opinion report of the
Transaction provided by Public Appraisal Service Office Yanuar, Rosye and Partners ("KJPP Y&R"), the
value of the Transaction is Rp243,007,000,000 (two hundred forty-three billion seven million rupiah), which
is the amount of interest expenses arising from Cash Pooling. The percentage value of the transaction
against Equity is 16.27% of the Company's equity which is Rp1,439,222,000,000 (one trillion four hundred
thirty nine billion two hundred twenty two million rupiah) based on the Company's Consolidated Financial
Statements ended December 31st, 2024 audited by the Public Accounting Firm of Rintis, Jumadi, Rianto &
Rekan; and
3. contains material information or facts which may affect the securities trading price of the Company on the
Indonesia Stock Exchange ("IDX") or the investment decision of investors, potential investors or any other
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parties who may have interest on such information or facts ("Material Information"), as referred to in Article
1 of OJK Rule 31/2015.
Thus, to carry out the Transaction, the Company is not required to obtain the approval of a General Meeting
of Shareholders ("GMS"), although, in accordance with the prevailing rules, the Company must: (i) have an
Appraiser to appraise the fair market value of the transaction object and/or its fairness, (ii) make a Disclosure
of Information to the public regarding the Transaction and submit supporting documents to the OJK no later
than 2 (two) working days after the signing of the Loan Agreement.
If you have difficulty understanding this Disclosure of Information or are in doubt about making a decision, you
should consult an investment advisor or other professional advisor.
This Disclosure of Information is published on 2 July 2025
FOREWORD
This Disclosure of Information is made to comply with the provisions of OJK Rule 17/2020, OJK Rule 42/2020
and OJK Rule 31/2015.
I. BRIEF DESCRIPTION OF PARTIES IN THE TRANSACTION
A. Brief Description of the Company
1. Brief History of the Company
PT DFI Retail Nusantara Tbk, formerly PT Hero Supermarket Tbk was established in Jakarta based on
the Notary Deed of Djojo Mulyadi, S.H., No. 19 dated July 5th, 1971 under the name PT Hero-Mini
Supermarket. The Deed of Establishment of the Company was approved by the Minister of Justice,
Director of the Directorate of Civil Affairs for the Head of the Legal Entity Service, from the Register of
the Minister of Justice No. J.A. 5/169/11 date August 5th, 1972.
Articles of Association have been amended from time to time. The latest amendment is in connection
with the resolution adopted in the second agenda item of the Meeting, specifically regarding the
restatement of the entire contents of the DFIN's Articles of Association and the adjustment of the Articles
of Association with POJK No. 15/POJK.04/2020 regarding the Plan and Implementation of GMS of
Public Companies and POJK No. 16/POJK.04/2020 regarding the Implementation of GMS of Public
Companies Electronically as contained in the Notarial Deed regarding the Resolution of Extraordinary
General Meeting of Shareholders No. 23 dated February 11th, 2025 made before Mala Mukti S.H., LL.M.
The Notarial Deed has been approved by the Minister of Law and Human Rights of the Republic of
Indonesia and has been registered in the Company Register No. AHU-0034819.AH.01.11 of 2025 dated
February 17th, 2025.
The Company commenced commercial operations in August 1972.
Currently Company's head office is located in Graha Hero, CBD Bintaro Sektor 7 Blok B7/A7 South
Tangerang.
2. Shareholding
Based on the Company's Audited Financial Statements as of December 31st, 2024 and until the
Fairness Opinion Report was published, the composition of Company’s share ownership are as follows:
Shareholders Number of Shares %
Mulgrave Corporation B.V. 2,660,194,960 63.59
The Dairy Farm Company Ltd 729,975,094 17.45
PT Hero Pusaka Sejati 112,123,931 2.68
Masyarakat 681,340,015 `16.28
Total 4,183,634,000 100.00
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3. Management and Supervision of the Company
The current composition of the Company's Board of Commissioners and Board of Directors based on
the Resume of Annual General Meeting of Shareholders Number 005/Srt-Ket/VI/2025 dated June 25th,
2025 drawn up by Syarifudin S.H., Notary in Tangerang, is as follows:
Board of Commissioners
President Commissioner : Ipung Kurnia
Independent Commissioner : Erry Riyana Hardjapamekas
Independent Commissioner : Lindawati Gani
Commissioner : Jan Martin Onni Lindstrom
Commissioner : Jin Pengcheng
Board of Directors
President Director : Hadrianus Wahyu Trikusumo
Director : Anna Hull
Director : Paulus Raharja
Director : Charles David Landale
4. Business Activities
The Company's business activities include but are not limited to conducting business activities in the
field of retail trade.
B. Brief Description of RMN
1. Incorporation of RMN
RMN was established based on Notarial Deed No. 48 dated May 18th, 2020 of Mala Mukti, S.H., LL.M.
The deed of establishment was approved by the Ministry of Law and Human Rights in its Decision Letter
No. AHU-0024520.AH.01.01Year 2020 dated May 19th, 2020.
RMN’s Articles of Association have been amended several times. The last amendment to the Articles
of Association was made based on Notarial Deed No. 58 dated September 25 th, 2023 of Notary Mala
Mukti, S.H., LL.M., RMN’s shareholders approved the increase of authorised, issued and fully paid
shares to 115,233,412 shares with par value of IDR10,000 (full amount Rupiah) per share. The changes
were approved by the Ministry of Law and Human Rights of the Republic of Indonesia in its Decision
Letter No. AHU0058729.AH.01.02. Year 2023 dated September 27th, 2023.
RMN's office is located at Jalan Sutera Boulevard Kav. 45, Kunciran Village, Pinang District, Tangerang
City, Banten Province.
2. Shareholding Composition of RMN
Based on RMN's Audited Consolidated Financial Statements as of December 31 st, 2024 and until the
Fairness Opinion Report was published, the composition of RMN’s share ownership are as follows:
No. Percentage of Total Paid-up Capital
Name of Shareholders Number of Shares
Ownership Stock
(In Million Rupiah)
PT DFI Retail Nusantara
1 115,233,411 100.00% 1,152,334
Tbk
2 PT Hero Intiputra 1 0.00% -
TOTAL 115,233,412 100.00% 1,152,334
3. Management and Supervision of RMN
Based on RMN's Audited Consolidated Financial Statements as of December 31 st, 2024 and until the
Fairness Opinion Report was published, the composition of commisioner Structure and Director are as
follows:
President Commissioner : Ipung Kurnia
Commissioner : Dina Sandri Fani
President Director : Adrian Geoffrey Worth
Director : Hadrianus Wahyu Trikusumo
Director : Paulus Raharja
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4. Business Activities of RMN
RMN's business activities include but are not limited to conducting business activities in the field of retail
trade.
C. Brief Description of DMN
1. Incorporation of DMN
DMN was established based on Notary Deed No. 16 of Mala Mukti, S.H., LL.M., dated July 09th 2021.
The deed of establishment was approved by the Minister of Justice of the Republic of Indonesia in its
Decision Letter No. AHU-0044374.AH.01.01.Year 2021 dated, July 12th, 2021.
The DMN’s office is located at di Jalan Sutera Boulevard Kav. 45, Kelurahan Kunciran, Kecamatan
Pinang, Tangerang City, Banten Province.
2. Shareholding Composition of DMN
Based on Notary Deed No. 16 dated July 9th, 2021 made before Mala Mukti, S.H., LL.M., the
composition of DMN’s share ownership are as follows:
Total Paid-up Capital
Number of Percentage of
No. Name of Shareholders Stock
Shares Ownership
(In Rupiah)
PT Rumah Mebel
1 1,099,999 99.99% 10,999,990,000
Nusantara
PT DFI Retail Nusantara
2 1 0.01% 10,000
Tbk
TOTAL 1,100,000 100.00% 11,000,000,000
3. Management and Supervision of DMN
Based on Notarial Deed No. 41, dated June 16th, 2025 made before Mala Mukti S.H., LL.M., a notary
in South Jakarta, the composition of the Board of Commissioners and Directors of DMN is as follows:
President Commissioner : Ipung Kurnia
Commissioner : Dina Sandri Fani
President Director : Hadrianus Wahyu Trikusumo
Director : Paulus Raharja
Director : Adrian Geoffrey Worth
4. Business Activities of DMN
DMN's business activities include but are not limited to conducting business activities in the field of
wholesale trade, distributors, exporters/importers, transport and warehousing.
D. Brief Description of DKKN
1. Incorporation of DKKN
DKKN was established in Jakarta based on Notarial Deed of Mala Mukti, S.H., LL.M. No. 27 dated
November 12th, 2021. DKKN Deed of Establishment has been approved by a.n. Minister of Law and
Human Rights of the Republic of Indonesia Director General of General Legal Administration in
accordance with Letter No. AHU-0072724.AH.01.01.TAHUN 2021 dated November 16th, 2021.
DKKN's head office is located in Graha Hero, CBD Bintaro Sektor 7 Blok B7/A7 South Tangerang.
2. Shareholding Composition of DKKN
Based on Notary Deed No. 27 dated November 12th, 2021 made before Mala Mukti, S.H., LL.M., the
composition of DKKN’s share ownership are as follows:
Total Paid-up Capital
Percentage of
No. Name of Shareholders Number of Shares Stock
Ownership
(In Rupiah)
PT DFI Retail
1 549.999 99,99% 5.499.990.000
Nusantara Tbk
PT Rumah Mebel
2 1 0,01% 10.000
Nusantara
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Total Paid-up Capital
Percentage of
No. Name of Shareholders Number of Shares Stock
Ownership
(In Rupiah)
TOTAL 550.000 100,00% 5.500.000.000
3. Management and Supervision of DKKN
Based on Notarial Deed No. 89, dated 24 September 2024 made before Mala Mukti, SH, LL.M., a notary
in South Jakarta, the composition of the Board of Commissioners and Directors of DKKN is as follows::
Commissioner : Dina Sandri Fani
President Director : Sukmaya
Director : Hadrianus Wahyu Trikusumo
Director : Melia Asmita Natawidjaja
4. Business Activities of DKKN
DKKN's business activities include but are not limited to conducting business activities in the field of
wholesale trade, distributors, exporters/importers, suppliers, agents and suppliers.
E. Brief Description of APD
1. Incorporation of APD
APD was established under the Framework of the Investment Law No. 25 year 2007, based on Notary
Deed No. 31 of Mala Mukti, S.H., LL.M., dated July 14th, 2016. The deed of establishment was approved
by the Minister of Justice of the Republic of Indonesia in its Decision Letter No. AHU-
0036887.AH.01.01.Year 2016 dated, August 19th, 2016.
The Articles of Association have been amended several times. The latest amendment was incorporate
in Notarial Deed No. 93 dated December 27th, 2021 of Mala Mukti, S.H., LL.M., regarding the changes
of APD’s shareholders composition. The amendment was approved by the Minister of Law and Human
Rights of the Republic of Indonesia in the Decision Letter No. AHU-0234139.AH.01.11.Year 2021 dated
December 30th, 2021.
The ultimate parent of APD is Jardine Matheson Holdings Limited through Dairy Farm International
Holdings Limited. APD’s office is located at Graha Hero, 3rd Floor, Unit 2-01, CBD Bintaro Jaya Sektor
7 Blok B7/A7, Tangerang Selatan - 15220.
2. Shareholding Composition of APD
Based on APD's Audited Financial Statements as of December 31 st, 2024, the composition of APD’s
share ownership is as follows:
Total Paid-up
Percentage
No. Number of Capital
Name of Shareholders of
Shares (In Thousand
Ownership
Rupiah)
1. The Dairy Farm Company Limited
18.456.403.738 1.596.772.282.450 75,00%
- 4.977.361.827 A shares
- 13.479.041.911 B shares
2. Mulgrave Corporation B.V.
6.152.134.578 532.257.427.350 25,00%
- 1.659.120.609 A shares
- 4.493.013.969 B shares
TOTAL 24.608.538.316 2.129.029.709.800 100,00%
3. Management and Supervision of APD
Based on Notary Deed No. 40 dated June 16th, 2025 made before Mala Mukti, S.H., LL.M., the
composition of commisioner Structure and Director of APD are as follows:
Commissioner : Jin Pengcheng
President Director : Paulus Raharja
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Director : Hadrianus Wahyu Trikusumo
4. Business Activities of APD
APD's business activities include but are not limited to conducting business activities in the field of land
acquisition and construction of buildings for lease.
II. DESCRIPTION OF THE TRANSACTION
A. Transaction Object (Fund Placement Agreement)
The object of the Transaction is the Draft Intercompany Fund Placement Agreement between the
Company, RMN, DMN, DKKN and APD.
B. Transaction Value (Available Facility)
Based on the Intercompany Fund Placement Agreement between the Company and affiliated parties,
namely: PT Rumah Mebel Nusantara (“RMN”), PT Distribusi Mebel Nusantara (“DMN”), PT Distribusi
Kesehatan dan Kecantikan Nusantara (“DKKN”), and PT Archipelago Property Development (“APD”)
is Rp243,007,000,000 (two hundred forty three billion seven million rupiah) which is the total interest
expense incurred during 2025 - 2029
C. Nature of Their Affiliated Relationship
Here is the structure of Company shareholders that describes the affiliate relationship between
Company and RMN, DMN, DKKN and APD:
*) Number of shares includes shares owned by the shareholder through Credit Lyonnais Securities Asia
(CLSA) Ltd.
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D. Important Provisions under the Fund Placement Agreement
1. Natures of Funds
a. The parties agree that, for duration of the Term, the Company may lend to or accept deposits from
RMN, DMN, DKKN and APD.
b. The Company will advance loans of variable quantum from its Loan Account to RMN, DMN, DKKN
and/or APD for the purpose of working capital funding;
c. The Company will accept deposits of variable quantum to its Deposit Account from RMN, DMN, DKKN
and/or APD which are surplus to its immediate requirements.
d. Both parties are aware that cash flows of either Party are generated from the business operating
activities. If there is a deviation to this understanding, either party should inform the other Party
immediately.
e. The Parties agree that any automated funds movement between (i) The Company and (ii) RMN,
DMN, DKKN and APD made in accordance with Clause 6 of this Agreement shall be deemed to be a
deposit or a loan (as applicable) made between (i) The Company and (ii) RMN, DMN, DKKN and/or
APD.
f. The currency of funds placements is in Indonesian Rupiah (IDR).
g. The maximum daily request for loan or deposit transfers is maintained at a variable quantum.
h. At the beginning of each month, DFI Nusantara will provide advice statements to RMN, DMN, DKKN
and APD detailing funds movement, interest rates, maturity dates and calculated interests for the
preceding month. RMN, DMN, DKKN and APD will notify Company's in the event of incorrect details.
2. Interest
Interest on the Company's loan to RMN, DMN, DKKN and/or APD
a. The rate is the Bank Indonesia Facility Rate ((IDINO/N FASBI Rate) plus a 1.25% Margin, with
interest calculations made at the end of each applicable Business Day.
b. Interest will accrue daily on the basis of actual days elapsed on 365 day basis for IDR currency.
c. APD shall pay accrued interest on any funds advanced to it by DFI Nusantara to the Loan Account
on the last day of each quarterly period applicable to such advanced funds.
Interest on the Company’s deposit from RMN, DMN, DKKN and/or APD:
a. The rate is the Bank Indonesia Facility Rate (IDINO/N FASBI Rate) minus a margin of 0.08%, with
interest calculations made at the end of each applicable Business Day.
b. Interest will accrue daily on the basis of actual days elapsed on 365 day basis for IDR currency.
c. The Company's shall pay accrued interest on any deposits accepted in the Deposit Account on the
last day of each quarterly period applicable to such deposits.
d. A party may set off any obligations to pay interest due from the other Party (the “Obligor”) under
this Agreement against any obligations to pay interest owed by that Party to the Obligor.
3. Funds Operations
DFIN will be designated as the header account, while RMN, DMN, DKKN and APD as sub accounts. In
this case, HSBC Bank will provide service and maintenance for the fund placement.
4. Events of Default
Either Party may by notice to the other Party require immediate repayment of the whole of the loan
together with any accrued interest if any of the following events should occur:
a. Whereby one Party fails to pay any sum due under the loan within seven days after written demand
by the other party; or
b. A resolution is passed or an order of a court of competent jurisdiction is made and stated that one
Party should be wound-up, or a judicial manager or receiver is appointed of the assets or
undertaking of one Party; or
c. The shares or assets of one Party are expropriated with or without compensation; and
d. If either among the Parties ceases to be directly or indirectly majority owned and controlled by Dairy
Farm International Holdings Limited.
5. Security
Not regulated.
6. Negative Covenants
Not regulated.
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7. Governing Law
This Agreement and the relationship between the Company’s, RMN, DMN, DKKN and APD are subject
to the laws of the Republic of Indonesia.
III. TRANSACTION CONSIDERATIONS AND REASONS AND ITS EFFECT ON THE COMPANY'S
FINANCIAL CONDITION
A. Consideration and Reason for the Exercise of the Transaction
The Company's management has conducted business considerations related to the Proposed
Transaction. Management plans to conduct intercompany fund placement agreements again as
previously done through RMN, DMN and APD by changing the header account and adding sub-account
parties.
Management is committed to improving the Company's financial position, hence the decision to enter
into an intercompany fund placement agreement with the Company’s as the header account and RMN,
DMN, DKKN and APD as the sub accounts. The facility provides the Company’s and other parties with
the necessary flexibility to support its cash flow needs.
In addition, this Proposed Transaction is an effort to obtain a lower interest rate than the offer received
from a third party (bank).
The Proposed Transaction is expected to benefit the Company’s as the parent company, by
consolidating the interest savings obtained from the Proposed Transaction. Therefore, the Company's
profitability is expected to increase from 2025 onwards.
B. Transaction's Effect on the Company's Financial Condition
This Transaction is expected to have a positive impact on the interests of shareholders related to
Company's operational conditions with a flexible source of funding, optimization of fund utilization and
interest savings.
C. Consideration and Reason for the Entrance into the Transaction with Affiliated Party Compared
to a Similar Transaction if Entered into with a Non-Affiliated Party
The Company believes the entry of the Transaction with an Affiliated Party is more beneficial for
shareholders compared to the implementation of Transactions with Non-Affiliated Parties due to shorter
implementation time and higher efficiency, including but not limited to:
• The flexibility required by the Company and other parties to support their cash flow needs.
• Savings on loan interest.
Any similar Transaction with a non-Affiliated Party may take additional time to execute, which could then
adversely impact the operation of the Company.
IV. SUMMARY OF INDEPENDENT APPRAISER'S REPORT AND OPINION
To ensure the fairness of the Transaction, the Company has requested an independent appraiser registered
with the OJK, namely the KJPP Y&R as official KJPP with Business License No. 2.20.0170 based on Minister
of Finance Decree No. 365/KM.1/2020 dated 27 July 2020, registered as a capital market supporting
professional in the OJK with Registration Certificate (Surat Tanda Terdaftar (STTD) No. STTD.PB-38/PJ-
1/PM.02/2023 as an independent appraiser to provide an opinion on the fairness of the Transaction.
In preparing the fairness opinion report, KJPP Y&R acts independently without any conflict of interest and is not
Affiliated with the Company or parties Affiliated with the Company. KJPP Y&R also has no personal interest or
benefit associated with this assignment.
The following is a summary and the opinion from KJPP Y&R on the Proposed Transaction based on Report
No. 00033/2.0170-00/BS/05/0045/1/VI/2025dated June 30th, 2025.
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A. Parties to the Proposed Transaction
The parties involved in the Proposed Transaction are the Company, RMN, DMN, DKKN and APD.
B. Object of Fairness Opinion Analysis
The object of Fairness Opinion is the Proposed Transaction contained in the Draft Intercompany Fund
Placement Agreement between the Company, RMN, DMN, DKKN and APD.
C. Objective and Purpose of Fairness Opinion
The objective of the report is to provide a fairness opinion on the Proposed Transaction in the form of
placement of funds between the Company, RMN, DMN, DKKN and APD, which are affiliated parties of
the Company.
The purpose of this Fairness Opinion is to fulfil the interests of the Capital Market related to POJK
42/2020.
This fairness opinion is not used outside the context or purpose of the fairness opinion.
D. Assumptions and Limiting Conditions Used in Fairness Analysis
Assumptions
• KJPP Y&R realese a Fairness Opinion Report which is a non-disclaimer opinion.
• KJPP Y&R have reviewed the documents used in the process of preparing the Fairness Opinion
Report.
• In preparing this report, KJPP Y&R relied on the accuracy and completeness of the information
provided by the Company and/or publicly available data/information and other information and
research that KJPP Y&R deems relevant.
• The assignor states that all material information regarding the assignment of fairness opinion has
been fully disclosed to KJPP Y&R and there is no reduction in important facts.
• KJPP Y&R uses financial projections before and after the Proposed Transaction as well as proforma
financial reports submitted by the Company by reflecting the fairness of financial projections and
their fiduciary duty.
• The resulting report is open to the public unless there is confidential information, which could affect
the Company operations.
• KJPP Y&R is responsible for the conduct of the Valuation and the reasonableness of the adjusted
financial projections.
• KJPP Y&R is responsible for the fairness opinion report and the resulting conclusions.
• KJPP Y&R has obtained information on the legal status of the object of fairness opinion from the
assignor.
• This Fairness Opinion Report is intended only for the fulfilment of OJK rules and the interests of the
Capital Market.
• This Fairness Opinion Report was prepared based on market and economic conditions, general
business and financial conditions, as well as Government regulations related to the Proposed
Transaction which will be carried out on the date of issuance of this opinion.
• KJPP Y&R assumes that DFIN is a company that is sustainable in the future and managed by
professional and competent management, hence the premise used for the preparation of this
Fairness Opinion Report is the going concern premise.
• In preparing this Fairness Opinion Report, KJPP Y&R use several assumptions, such as the
fulfillment of all conditions and obligations of the Company and all parties involved in the Proposed
Transaction and the accuracy of information regarding the Proposed Transaction which is disclosed
by the Company's management.
• This Fairness Opinion Report must be viewed as one unit and the use of part of the analysis and
information without considering other information and analysis as a whole can lead to misleading
views and conclusions on the process underlying the fairness opinion. The preparation of this
Fairness Opinion Report is a complex process and may not be possible through incomplete
analysis.
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• KJPP Y&R also assume that from the date of the issuance of this Fairness Opinion Report until the
date of the Proposed Transaction, there will be no changes that may materially affect the
assumptions used in the preparation of this Fairness Opinion Report. We are not responsible for
reaffirming or completing, updating (updating) our opinion due to changes in assumptions and
conditions and events that occurred after the date of this fairness opinion.
Limiting Conditions
• KJPP Y&R do not conduct a due diligence on the entities or parties conducting the Proposed
Transaction.
• In carrying out the analysis, KJPP Y&R assume and depend on the accuracy, reliability and
completeness of all financial information and other information provided to KJPP Y&R by the
Company or which are publicly available which is true, complete and not misleading, and KJPP
Y&R are not responsible for conducting independent checks of the information. KJPP Y&R also
depend on guarantees from the Company management that they do not know the facts that cause
the information provided to us to be incomplete or misleading.
• Analysis of the Fairness Opinion Report on this Proposed Transaction was prepared using the data
and information as disclosed above. Any changes to the data and information may materially affect
the final results of our opinion. Therefore, we are not responsible for changes in the conclusions of
our fairness opinion due to changes in the data and information.
• KJPP Y&R do not give an opinion on the tax impact of this Proposed Transaction. The services we
provide to DFIN in connection with this Proposed Transaction are only the provision of a Fairness
Opinion on the proposed Transaction and not accounting, auditing, or taxation services. KJPP Y&R
did not conduct research on the validity of the Proposed Transaction from a legal aspect and the
implications of the taxation aspects of the Proposed Transaction.
• Our work related to this Proposed Transaction does not constitute and cannot be interpreted in any
form, a review or audit or the implementation of certain procedures on financial information. The
work also cannot be intended to reveal weaknesses in internal control, errors, or irregularities in
financial statements or violations of law. In addition, KJPP Y&R does not have the authority and
is not in a position to obtain and analyze a form of other transactions outside the Proposed
Transaction and may be available to DFIN and the effect of these transactions on this Proposed
Transaction.
E. Proposed Transaction Fairness Assessment Methodology
The Fairness Opinion Approach and Method used in the preparation of this report refers to the
Regulation of the Financial Services Authority of the Republic of Indonesia No. 35/POJK.04/2020
regarding the Assessment and Presentation of Business Valuation Reports in the Capital Market ("POJK
35 of 2020") and Circular Letter of the Financial Services Authority of the Republic of Indonesia No.
17/SEOJK.04/2020 regarding Guidelines for the Valuation and Presentation of Business Valuation
Reports in the Capital Market ("SEOJK 17 of 2020"). Where for fund lending and/or guarantee
transactions, the Business Valuer must pay attention to the following analysis:
• The amount of funds from the transaction object;
• The financial impact of the Proposed Transaction on the interests of the Company; and
• Business considerations used by the Company's management in relation to the Proposed
Transaction against the interests of shareholders.
In conducting the analysis as referred to above, the Business Valuer shall pay attention to the following:
• Analysis of the effect of the Proposed Transaction on the Company's financials;
• Identification and relationship between parties in terms of the Proposed Transaction;
• Analyse the agreements and terms agreed by the parties to the Proposed Transaction;
• Liquidity analysis of the Proposed Transaction;
• Analyse the benefits and risks of the Proposed Transaction;
• Qualitative analysis of the Proposed Transaction;
• Quantitative analysis of the Proposed Transaction; and
• Analysis of the feasibility of the plan for the use of funds for the Proposed Transaction, including;
a) Analysis of investment feasibility;
b) Analysis of the feasibility of debt repayment; and
c) Analysis of other relevant factors.
10
Page 11
F. Conclusions and Opinions on the Fairness of the Proposed Transaction
1. Savings in banking costs, due to lower interest rates applied internally compared to external
parties.
2. Increased profitability of the Company on a consolidated basis.
3. Better anticipation and risk management due to easier monitoring of interest rate changes.
4. No losses will be incurred on this Proposed Transaction.
Based on the analysis of the Proposed Transaction, qualitative and quantitative analysis, analysis of
the fairness of the value of the Proposed Transaction and review of data and information obtained and
used as disclosed in this Fairness Opinion Report, we are of the opinion that the Proposed Transaction
is FAIR.
V. STATEMENT OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS
1. The Board of Directors and Board of Commissioners of the Company state that the Transaction is an
Affiliated Party Transaction and does not contain a Conflict of Interest as referred to in OJK Rule
42/2020.
2. The Board of Directors and Board of Commissioners of the Company state that the Transaction is a
Material Transaction that does not require the approval of a GMS for its implementation as referred to
in OJK Rule 17/2020.
3. The Board of Directors and the Board of Commissioners of the Company are responsible for the
accuracy of all information contained in this Disclosure of Information, and after careful examination of
available information relating to the Transaction, hereby declare that to the best of their knowledge and
confidence, there is no other important and material information relating to the Transaction that is not
disclosed in this Disclosure of Information that could cause this Disclosure of Information to be untrue
and/or misleading.
VI. ADDITIONAL INFORMATION
Should the Shareholders need further information, they may contact the Company at:
PT DFI RETAIL NUSANTARA Tbk
Store Support Centre (Head Office)
Gedung Graha Hero, CBD Bintaro Jaya Sektor 7 Blok B7/A7
Pondok Jaya, Pondok Aren, Tangerang Selatan,
Banten 15424, Indonesia
Telepon: (021) 8378 8388
Attn.: Corporate Secretary
Email: extcomm@dfiretailgroup.com
Official website: www.dfinusantara.co.id
Yours faithfully,
Board of Directors of the Company
11
Names mentioned 34 people and organisations named in the text · linked when the evidence is strong
unresolved
org
PT Rumah Mebel Nusantara
p.1 ×2
unresolved
org
PT Distribusi Mebel Nusantara
p.1 ×2
unresolved
org
PT Archipelago Property Development
p.1 ×2
unresolved
org
Rianto & Rekan
p.1
unresolved
org
Indonesia Stock Exchange
p.1
unresolved
org
Hero Supermarket Tbk
p.2 ×2
unresolved
person
Djojo Mulyadi
p.2
unresolved
org
PT Hero-Mini Supermarket. The Deed
p.2
unresolved
org
Minister of Justice
p.2 ×3
unresolved
org
Minister of Justice No. J.A.
p.2
unresolved
org
Minister of Law and Human Rights
p.2 ×2
unresolved
org
Mulgrave Corporation B.V.
p.2 ×2
unresolved
org
Dairy Farm Company Ltd
p.2 ×2
unresolved
org
PT Hero Pusaka Sejati
p.2
unresolved
—
Erry Riyana Hardjapamek
· Independent Commissioner
p.3
unresolved
org
Ministry of Law and Human Rights
p.3 ×2
unresolved
person
Notary Mala Mukti
p.3 ×12
unresolved
org
PT Rumah Mebel
p.4 ×2
unresolved
org
Minister of Law
p.4
unresolved
org
PT DFI Retail
p.4
unresolved
org
Jardine Matheson Holdings Limited
p.5
unresolved
org
Dairy Farm International Holdings Limited
p.5 ×2
unresolved
org
Bank Indonesia
p.7 ×2
unresolved
org
Financial Services Authority
p.10 ×2
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
3002 ms
12 Sep 2026 22:37
Raw output
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'parties': [],
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'reference_period': '',
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'ticker': '',
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