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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 June 2, 2025
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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
AJB : means the land sale and purchase deed in relation to the
Transaction signed by BSDE and KMG on May 28, 2025
IDX : means Indonesia Stock Exchange, a stock exchange based in
Jakarta, Indonesia
BSDE : means PT Bumi Serpong Damai Tbk, a publicly listed company
incorporated under and subject to the laws of the Republic of
Indonesia, in this matter acting as the seller
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 buyer
Consolidated Financial Statements : means Consolidated Financial Statements as of December 31,
December 31, 2024 2024 and 2023, which have been audited by Mirawati Sensi Idris
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Public Accounting Firm (Member of Moore Global Network
Limited) as stated in the Independent Auditor’s Report No.
00275/2.1090/AU.1/02/0155-4/1/III/2025 dated March 18, 2025
MOLHR : means the Minister of Law and Human Rights of the Republic of
Indonesia, or any other minister that replaces the position
OJK : means the Financial Services Authority as referred to in the Law
of the Republic of Indonesia No. 21 of 2011 on 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 purchase of land measuring 8,516 m2 along with its
appurtenances and everything constructed, planted, and placed on
the land, which by its nature, purpose, and legal provisions is
considered immovable property located on, Jalan Menteng Atas
B1, Rukun Tetangga 002, Rukun Warga 02, Menteng Atas
Subdistrict, Setiabudi District, South Jakarta Administrative City,
Special Capital Region of Jakarta by KMG from BSDE
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
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II. INTRODUCTION
The information stated in this Information Disclosure is provided to the Company's shareholders to give complete
information or an overview of the Transaction.
On May 28, 2025, AJB has been signed in relation to the Transaction amounting to Rp617,410,000,000 (six
hundred seventeen billion four hundred and ten million Rupiah), excluding taxes, legal fees, and other transaction
costs that may apply to each BSDE and/or KMG.
Based on the equity value of the Company as stated in the Consolidated Financial Statements December 31, 2024,
the Transaction is not a material transaction as stipulated in the POJK 17/2020, since the value of the Transaction
is not more than 20% (twenty percent) of the Company's equity value.
The Transaction is an affiliated transaction, but not a conflict-of-interest transaction as referred to in POJK 42/2020,
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 understands that the demand for digital infrastructure is increasing. Therefore, in recent years,
the Company has proactively sought to leverage various opportunities for technology business development,
including exploring the growth potential of data center services.
As a further strategic step to strengthen the Company's position in the data center services business, on May
28, 2025, the Company, through KMG, executed the Transaction.
A data center service is planned to be built on the aforesaid land. With the strategic location of the data center
services in the city center, the Company expects KMG to enhance operational performance, facilitate access
for customers and business partners, and provide long-term benefits in terms of cost efficiency, security, and
the ability to keep expanding.
2. PURPOSE AND BENEFITS OF THE TRANSACTION FOR THE COMPANY
The Company expects that the Transaction can become one of the important milestones in expanding the market
penetration of the Company's technology business, adding value to the Company, and supporting the
Company's commitment to developing the technology business.
3. OBJECT AND VALUE OF THE TRANSACTION
The Transaction object is a land measuring 8,516m2 along with its appurtenances and everything constructed,
planted, and placed on the land, which by its nature, purpose, and legal provisions is considered immovable
property located on Jalan Menteng Atas B1, Rukun Tetangga 002, Rukun Warga 02, Menteng Atas Subdistrict,
Setiabudi District, South Jakarta Administrative City, Special Capital Region of Jakarta.
The value of the Transaction is Rp617,410,000,000 (six hundred seventeen billion four hundred and ten million
Rupiah), excluding taxes, legal fees, and other transaction costs that may apply to each BSDE and/or KMG.
4. MATERIALITY
The Transaction is not considered a material transaction as referred to in POJK 17/2020. The calculation of
materiality is as follows:
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Ratio Remarks
Transaction Value Rp617,410,000,000 or in the amount of USD
1.97% 1) 38,201,3362)
Company’s Equity USD 1,943,579,3933)4)
Notes:
1)
not more than 20% of the Company's equity
2)
the exchange rate used is the middle rate of Bank Indonesia as of December 31, 2024, amounting to
Rp16,162/USD
3)
based on the Consolidated Financial Statements December 31, 2024
4)
the Transaction value is not more than 20% (twenty percent) of the Company's equity value, based on the
Consolidated Financial Statements March 31, 2025
5. SUMMARY OF THE TRANSACTION
The following is an explanation of several provisions in the AJB:
Parties : - BSDE
- KMG
Transaction : purchase of land measuring 8,516m2 along with its
appurtenances and everything constructed, planted, and placed
on the land, which by its nature, purpose, and legal provisions
is considered immovable property located on Jalan Menteng
Atas B1, Rukun Tetangga 002, Rukun Warga 02, Menteng Atas
Subdistrict, Setiabudi District, South Jakarta Administrative
City, Special Capital Region of Jakarta by KMG from BSDE
Value of the : Rp617,410,000,000 (six hundred seventeen billion four
Transaction hundred and ten million Rupiah), excluding taxes, legal fees,
and other transaction fees that may apply respectively to BSDE
and/or KMG
Governing Law : Law of the Republic of Indonesia
Dispute Resolution : District Court of South Jakarta
Forum
6. TRANSACTING PARTIES
a. BSDE
i. Brief Profile
BSDE is a public limited liability company established under the laws of the Republic of Indonesia and
domiciled in Tangerang, with its head office located at Sinar Mas Land Plaza, BSD Green Office Park,
Jl. BSD Boulevard Kavling Office Park No. 1, BSD City, Tangerang Regency 15345, with telephone
no.: +6221 50368368 and email address: corporate.secretary@sinarmasland.com.
BSDE was established based on the notarial deed No. 50 dated January 16, 1984, as amended by the
Deed of Amendment No. 149 dated October 27, 1984 and Deed of Amendment No. 82 dated April 23,
1985, the three deeds were made before Benny Kristianto, S.H., notary in Jakarta. The deed of
establishment and its amendments were approved by the Minister of Justice Republic of Indonesia based
on Decree No. C2- 5710.HT.01.01.Th.85 dated September 10, 1985, and published in the State Gazette
of the Republic of Indonesia No. 67 dated August 22, 1986, Supplement No. 1016.
BSDE has amended its articles of association several times, with the latest amendment as stipulated in
the Deed of Declaration of Meeting Resolution No. 2 dated July 1, 2022, made before Syarifudin S.H.,
notary in Tangerang City, according to this deed the shareholders of BSDE has approved to add and
adjust the Article 3 of BSDE’s Articles of Association on objectives and purposes as well as business
activities of BSDE to be adjusted with Indonesian Standard Industrial Classification (KBLI) 2020. This
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amendment has received approval from MOLHR in Decree No. AHU-0045607.AH.01.02.Tahun 2022
dated July 4, 2022.
ii. Purpose and Objectives of Business Activities
BSDE's business activities include conducting activities in the fields of water treatment, building
construction, road and railway construction, irrigation network construction, communication and waste
construction, other civil engineering construction, land preparation, electrical system installation,
plumbing installation, heating and cooling installation, other construction installation, building
construction completion, wholesale trade based on fees or contracts, land transport supporting activities,
other transport supporting activities, restaurants and catering, owned or leased real estate, industrial
estates, real estate based on fees or contracts, management consulting activities, advertising, private
security activities, security system service activities, building and other industrial cleaning activities,
garden maintenance and care service activities, sports facility management, and theme park or
amusement park activities.
iii. Capital Structure and Shareholders' Composition
Based on the Shareholders Register of the BSDE on April 30, 2025, issued by PT Sinartama Gunita as
Share Registrar of BSDE, BSDE’s shareholders composition is as follows:
Number of Nominal Value (Rp)
Remarks Percentage
Shares @ Rp100 per share
Authorized capital 40,000,000,000 4,000,000,000,000
Fully issued and paid-up capital
PT Paraga Artamida 8,522,862,464 852,286,246,400 40.26%
PT Ekacentra Usahamaju 5,425,964,486 542,596,448,600 25.63%
Treasury Shares 257,970,700 25,797,070,000 1.22%
Public 6,964,568,162 696,456,816,200 32.89%
Total issued and paid-up capital 21,171,365,812 2,117,136,581,200 100.00%
iv. Management and Supervision
As stated in Deed of Declaration of Extraordinary General Meeting Shareholders Resolution No. 3
dated July 9, 2021, made before Syarifudin, S.H., notary in Tangerang City, which has been notified to
the MOLHR as stipulated in the Receipt of Notification of Change of Data of the Company No. AHU-
AH.01.03-0427136 dated July 9, 2021, the composition of the members of the Board of Commissioners
and the Board of Directors of BSDE are as follows:
Board of Commissioners
President Commissioner : Muktar Widjaja
Vice President Commissioner : Teky Mailoa
Commissioner : Yoseph Franciscus Bonang
Independent Commissioner : Teddy Pawitra
Independent Commissioner : Susiyati Bambang Hirawan
Board of Directors
President Director : Franciscus Xaverius Ridwan Darmali
Vice President Director : Michael Jackson Purwanto Widjaja
Director : Lie Jani Harjanto
Director : Ir. Siswanto Adisaputro
Director : Monik William
Director : Hermawan Wijaya
Director : Syukur Lawigena
Director : Liauw, Herry Hendarta
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b. 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 14th 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 Declaration of Meeting Resolution No. 5 dated October
2, 2024, made before Lanawaty Darmadi, S.H., M.M., M.Kn., notary in Jakarta, which has received
approval from MOLHR in accordance with Decree No. AHU-0062641.AH.01.02.TAHUN 2024 dated
October 2, 2024 and notified to the MOLHR as stipulated in the Receipt of Notification of Amendment
to the Articles of Association No. AHU-AH.01.03-0197669 dated October 2, 2024 (“Deed No. 5/2024”).
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. 24/2024, 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 application. Included herein 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.
iii. Capital Structure and Shareholders’ Composition
KMG’s capital structure and shareholders’ composition are as stipulated in the Deed No. 5/2024, as
follows:
Number of Nominal Value (Rp)
Remarks Shares Percentage
@ Rp100,000 per share
Authorized capital 1,939,200 193,920,000,000
Fully issued and paid-up
capital
PT SMPlus Sentra Data 484,799 48,479,900,000 99.99%
PT SMPlus Digital 1 100,000 0.01%
Investama
Total issued and paid-up 484,800 48,480,000,000 100.00%
capital
iv. Management and Supervision
The composition of the members of the Board of Commissioners and the Board of Directors of KMG
are as stated in Deed No. 24/2024, as follows:
Board of Commissioners
President Commissioner : Hermawan Tarjono
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Commissioner : Handhianto Suryo Kentjono
Board of Directors
President Director : Herson Suindah
Director : Chin Pak Seong
7. NATURE OF AFFILIATED RELATIONS
The Transaction is an Affiliated Transaction as referred to in POJK 42/2020. KMG and BSDE are affiliated
parties since there is family relationship between the ultimate beneficial owners.
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 fairness opinion on the Transaction.
Address : Gedung Pembina Graha, 2nd Floor
Jalan D.I. Pandjaitan No. 45, East Jakarta, Special Capital Region of Jakarta 13350
Telephone : +6221 85914072
2. Public Appraisal Firm Hendra & Rekan, as the independent appraiser appointed by the Company to conduct
a valuation on the object of Transaction.
Address : Gedung World Trade Center 5, 6th floor
Jalan Jendral Sudirman Kav. 29-31, Jakarta Selatan, Daerah Khusus Ibukota Jakarta 12920
Telephone : +6221 5211566
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 December 31, 2024.
Proforma Consolidated Statement of Financial Position (in thousands USD)
Pre- Post
Remarks Adjustment
Transaction Transaction
ASSET
Current Asset 1,998,335 (38,201) 1,960,134
Noncurrent Asset 1,696,736 38,201 1,734,937
TOTAL ASSET 3,695,071 - 3,695,071
LIABILITIES AND EQUITY
Liabilities
Current Liabilities 857,415 - 857,415
Noncurrent Liabilities 894,077 - 894,077
Total Liabilities 1,751,492 - 1,751,492
EQUITY
Equity Attributable to Owners of the Parent 1,608,440 - 1,608,440
Company
Non-controlling Interests 335,139 - 335,139
Total Equity 1,943,579 - 1,943,579
TOTAL LIABILITIES AND EQUITY 3,695,071 - 3,695,071
Proforma Consolidated Statement of Profit or Loss and Other Comprehensive Income
(in thousands USD)
Pre- Post
Remarks Adjustment
Transaction Transaction
Revenues 3,017,796 - 3,017,796
Gross Profit 1,228,407 - 1,228,407
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Profit before Tax 710,244 - 710,244
Profit for the Period 542,780 - 542,780
Other Comprehensive Income (131,631) - (131,631)
Total Comprehensive Income for the Period 411,149 - 411,149
The assumptions used to prepare the Company's proforma consolidated financial statements include the following:
• The Transaction occurred on December 31, 2024
• The value of the Transaction is Rp617,410,000,000 (six hundred seventeen billion four hundred and ten
million Rupiah), excluding taxes, legal fees, and other transaction costs that may apply to each BSDE and/or
KMG
• The exchange rate used is the middle rate of Bank Indonesia as of December 31, 2024, of Rp16,162/USD
VI. VALUATION REPORT AND FAIRNESS OPINION
A. Summary of the Valuation Report on Object of the Transaction
Public Appraisal Firm or Kantor Jasa Penilai Publik (“KJPP”) Hendra & Rekan (“HR”), registered based on
the Ministry of Finance Decree No. 2.18.0152 dated April 20, 2018 and the individual responsible for this
report is Hendra Gunawan M.Sc. MAPPI (Cert.), listed as a capital market supporting profession of the OJK
under Registered Letter of Capital Market Supporting Profession No. STTD.PP-104/PJ-1/PM.02/2023
(properties appraisers), has been appointed by the Company in accordance with the assignment letter No.
0013/P.PP/HG/5/25 dated May 2, 2025, which was approved by the Company's management to conduct an
valuation of plot of land for development located on Jalan Menteng Atas B1, Rukun Tetangga 002, Rukun
Warga 02, Menteng Atas Subdistrict, Setiabudi District, South Jakarta Administrative City, Special Capital
Region of Jakarta.
Below is a summary of the valuation report from KJPP HR on object of Transaction as stipulated in the
valuation report No. 00012/2.0152-00/PI/06/0235/1/V/2025 dated May 21, 2025, with the following
summary:
1. Parties to the Transaction
The parties involved in the Transaction are KMG and BSDE.
2. Valuation Object
The valuation object is a land for development located on Jalan Menteng Atas B1, Rukun Tetangga 002,
Rukun Warga 02, Menteng Atas Subdistrict, Setiabudi District, South Jakarta Administrative City, Special
Capital Region of Jakarta.
3. Objective and Purpose of the Valuation
The objective of the valuation is to obtain an independent opinion on the market value of the valuation
object. The purpose of this valuation is for the purpose of the Transaction; therefore, it is not recommended
for other usage.
4. Limiting Conditions and Major Assumptions
This valuation is made based on the following assumptions:
(i) this valuation is made entirely for the benefit of the Company and KMG and does not consider the
partial interests of parties related to the Company and KMG or third parties
(ii) the relevant property is free from any form of dispute, whether physical or legal
(iii) all information regarding the property provided by the Company and KMG to KJPP HR is true and
accurate
(iv) KJPP HR does not account for any type of bills, guarantees, or loans on the said asset, nor any type
of tax costs arising in the process of acquiring the said property or when the said property is sold
(v) the property in question can be sold in the open market without any benefit from agreements with
longer payment terms, leaseback agreements, cooperation agreements, management agreements,
or other factors that could affect the aforesaid value
(vi) KJPP HR has reviewed the documents used in the valuation process
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(vii) the property appraiser is responsible for the property valuation report and the final value conclusion
(viii) the property valuation report is a non-disclaimer opinion
(ix) the comparative data obtained is sourced from or validated by the Professional Appraiser
Association
(x) the valuation report uses adjusted financial projections that reflect the reasonableness of the
financial projections made by management with its ability to achieve them
(xi) the property appraiser is responsible for the execution of the valuation and the fairness of the
financial projections
(xii) the property valuation report is open to the public unless it contains confidential information that
could affect the company's operations, and
(xiii) the property appraiser has reviewed the legal status of the valuation object
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 Transaction. The
appraiser does not allow this report to be used for purposes other than those mentioned above. If the
Company and KMG wish to use this valuation report for other purposes, it must be with the written
approval of KJPP HR.
Source of Information
The information required for this valuation has been obtained from the Company and KMG. Other
information besides what has been provided by the Company and KMG has been obtained from other
parties that KJPP HR deems adequate. KJPP HR assumes that the information obtained from accredited
government institutions such as Bank Indonesia, the Statistics Indonesia, and property research
institutions is accurate and correct.
Legal Documents
KJPP HR has conducted verification of the legal aspects of the documents and information related to the
said property that KJPP HR has received within the authority of KJPP HR. For more details, KJPP HR
suggests that legal advice should be provided by legal advisors appointed by the Company and KMG.
KJPP HR 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 the value of the asset being appraised.
Urban Planning and Other Regulations
Information regarding urban planning is obtained from the relevant government authorities. KJPP HR
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 HR recommends obtaining it from
the legal advisor appointed by the Company and KMG. 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.
Structural Research
KJPP HR did not conduct research to test the strength and feasibility of the building structure and facilities,
other building supports, unless requested. This valuation report only records visible building damage
observed during the field review. KJPP HR cannot report other damages that are not visible such as rust,
termites, and others.
Soil Condition
This valuation has been made based on the assumption that the soil conditions are sufficiently adequate
if the new construction plan is implemented, so that no additional costs need to be incurred, and no
obstacles occur during the construction period due to inadequate soil conditions.
Environmental Conditions
KJPP HR does not have the qualifications to conduct environmental surveys, therefore KJPP HR does not
do it and also KJPP HR does not receive any environmental survey reports. Because there is no
environmental survey report, KJPP HR assumes that the assessed asset is not contaminated and that there
are no specific environmental issues that would affect it.
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Suitability as Security
KJPP HR did not receive any information or documents explaining the credit that has been given or will
be applied for, nor the duration of the credit that will be granted, including the collateral binding that will
be carried out or has been carried out on the assets assessed, either as a whole or individually. In the case
of being used as collateral, this property is assumed to operate and be maintained reasonably so that no
significant changes occur at the end of the loan period. Considering the characteristics of the property as
well as the market comments above and based on the assumptions and restrictive conditions, KJPP HR
believes that this asset is eligible to be used as collateral, but it must still comply with the applicable
collateral regulations and procedures of the respective bank.
Conflict of Interest
KJPP HR 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 HR 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
Valuation of the object of Transaction is conducted by using income approach with the land residual
method because the following provisions apply:
1. this method is used to assess the valuation object that is part of a single property unit
2. the value of the valuation object is obtained by capitalizing the income components that are part of
the property components, including land and buildings
3. subtracting the overall net operational income of the property from the annual income of other
property components that are not the object of valuation to obtain the income component of the
valuation object
4. determine the discount rate
5. in the case where the property appraiser uses the land residual technique:
determination of the specific annual income projection generated by the land by subtracting the
overall property annual income projection from the annual income projection generated by
properties other than land (buildings, infrastructure, machinery, and other equipment)
properties other than land can be existing properties or projections if built/developed in
accordance with the principle of the highest and best use of the land
6. The Valuation Conclusion
The conclusion of the market value of the valuation object is inseparable from the assumptions and
limiting conditions, statements, and notes contained in this report. Based on the data, inspection results,
and analysis described by KJPP HR, KJPP HR states its opinion on the market value of the valuation
object as of December 31, 2024, for Transaction purposes is Rp622,900,000,000.
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.090/PN.BV.GEAR/2024 dated November 30, 2024 and has
been amended with letter No. JKT.049/PN.BV.GEAR/2025 dated May 20, 2025 which was approved by the
Company's management to conduct a fair assessment on Transaction.
Below is a summary of the valuation report from KJPP GEAR on object of Transaction as stipulated in the
valuation report No. 00034/2.0116-06/BS/02/0511/1/V/2025 dated May 27, 2025, with the following
summary:
1. Parties to the Transaction
The parties involved in the Transaction are KMG as the purchaser and BSDE as the seller.
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2. Object of Transaction
The object of fairness analysis in this case is to provide a fairness opinion on 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 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:
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 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 reasonableness 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 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 as a whole 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 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
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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
5. Approach and Procedure for Fairness Opinion on the Transaction
In preparing the fairness opinion on this Transaction, KJPP GEAR has conducted an analysis through the
approaches and procedures of the analysis on Transaction that includes the followings:
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 as defined in POJK 17/2020, 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 December 31, 2024.
This Transaction is an Affiliated Transaction but not a conflict-of-interest transaction as referred to in POJK
42/2020, 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.
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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, June 2, 2025
Board of Directors of the Company
14
Names mentioned 35 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×3
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person
H. Thamrin
p.1 ×3
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org
Indonesia Stock Exchange
p.2
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org
Moore Global Network Limited
p.3
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org
Minister of Law and Human Rights
p.3
unresolved
org
Bank Indonesia
p.5 ×3
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person
Benny Kristianto
p.5
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org
Minister of Justice Republic of Indonesia
p.5
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person
Ir. Siswanto Adisaputro
p.6
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person
Lanawaty Darmadi
p.7 ×2
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PT SMPlus Sentra Data
p.7
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PT SMPlus Digital
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Seong
p.8
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Public Appraisal Firm Hendra & Rekan
p.8
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Hendra & Rekan
p.9
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Ministry of Finance Decree
p.9
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org
KJPP Guntur
p.11
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org
KJPP GEAR
p.11 ×26
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Minister of Finance Decree
p.11
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KJPP GEAR. Therefore
p.12
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org
KJPP GEAR's
p.12
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
3705 ms
12 Sep 2026 22:50
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}