20250506_OKAS_Perubahan dan//atau Tambahan Keterbukaan Informasi terkait Aksi Korporasi_31883132_lamp4.pdf

             SUWENDHO RINALDY DAN REKAN
             KANTOR JASA PENILAI PUBLIK                                            Kantor Cabang Jakarta
             Nomor Izin Usaha KJPP: 2.09.0059                          Komplek Kalibata Indah Blok K16-17
             Nomor Izin Cabang KJPP: 1138/KM.1/2017                           Jl. Rawajati Timur, Pancoran
             Penilai Properti dan Bisnis                                             Jakarta Selatan 12750
                                                                                T (021) 7970913 / 7994521
                                                                                       E ocky@srrkjpp.com
                                                                          Wilayah Kerja: Seluruh Indonesia
                                                                 Kantor Cabang: Jakarta (P/B), Bandung (P)




     No.    : 00126/2.0059-02/BS/05/0457/1/III/2025                               27 March 2025


     Messrs.

     PT ANCORA INDONESIA RESOURCES Tbk
     Equity Tower Lt. 41
     Sudirman Central Business District (SCBD)
     Jl. Jend. Sudirman Kav. 52-53 Lot 9
     Jakarta Selatan 12190

     Attn. : Board of Directors

     Re     : Short Form Report of Fairness Opinion on the NPR



     Dear Sirs,

     In accordance with the assignment given to us, Kantor Jasa Penilai Publik (KJPP)
     Suwendho Rinaldy dan Rekan (“SRR” or “the Assignee” or “the Valuer” or “we”), by
     the management of PT Ancora Indonesia Resources Tbk (“the Company” or “the
     Assignor”) to provide an opinion as an independent valuer on the fairness of the
     Company’s plan to restructure its obligations to Oliva Vera Dome Holding Ltd. (“Oliva”
     or “the New Creditors”) by converting the Company’s loan to Oliva into new shares
     through Capital Increase without Pre-emptive Rights in order to improve its financial
     position as stated in our proposal No. 250310.001/SRR-JK/SPN-F/OKAS/EH dated 10
     March 2025 which had been approved by the management of the Company, herewith we
     as an official public valuation firm with a Business License No. 2.09.0059 based on the
     Decree of the Minister of Finance No. 1056/KM.1/2009 dated 20 August 2009, would
     like to deliver fairness opinion on the Company’s plan to restructure its obligations to
     Oliva by converting the Company’s loan to Oliva into new shares through Capital
     Increase without Pre-emptive Rights.


     BACKGROUND
     The Company is a limited liability public company engaged in mining, trading,
     transportation, agriculture, industry, development and services, either directly or
     indirectly through the Company’s subsidiaries. The Company has no operating activities
     except for those of a holding company. The Company is headquartered at Equity Tower
     Lt. 41, Sudirman Central Business District (SCBD), Jl. Jend. Sudirman Kav. 52-53
     Lot 9, Jakarta Selatan 12190, with telephone number (021) 290-35333, facsimile number


Short Form Report of Fairness Opinion on the NPR                                                       1

     (021) 290-35335, email address corporate.secretary@ancorair.com, and website address
     www.ancorair.com.

     Based on the Company’s consolidated financial statements as of 31 December 2024
     audited by Kantor Akuntan Publik (KAP) Johannes Juara & Rekan (“JJR”), the total
     amount owed by the Company to Oliva is US$ 19,332,681.00 or equivalent to
     Rp 312,454,790,322.00 at an exchange rate of Rp 16,162.00/US$, consisting of:

     1. A principal loan of US$ 8,000,000.00 or equivalent to Rp 129,296,000,000.00 at an
        exchange rate of Rp 16,162.00/US$ (“the Company’s Loan”). The Company’s Loan
        is the amount owed by the Company to Oliva in the form of the principal loan
        obligation under Facility Agreement with Standard Bank PLC dated 17 October
        2011 and its additions, amendments and/or extensions (“the Facility Agreement”).

     2. Interest amounting to US$ 11,332,681.00 or equivalent to Rp 183,158,790,322.00 at
        an exchange rate of Rp 16,162.00/US$.

     The Company’s Loan under the Facility Agreement, as disclosed in the Company’s
     consolidated financial statements as of 31 December 2024, has been declared due and
     payable by Oliva because the Company has repeatedly/continuously failed to fulfill its
     obligations under the Facility Agreement. Furthermore, the Company, on a non-
     consolidated basis in accordance with Article 20 of the Facility Agreement, does not
     have excess funds to pay the accrued interest as shown in the Company’s consolidated
     financial statements as of 31 December 2024.

     Based on Oliva’s letter dated 31 January 2025, Oliva expressed its willingness to discuss
     negotiations regarding restructuring of the Company’s Loan, subject to the following
     terms and conditions:

     1. The Company’s Loan will be converted into new shares of the Company, with the
        conversion price to be determined based on an independent valuation, provided that
        the Company has obtained all necessary approvals as required by applicable
        regulations;

     2. The restructuring of unpaid interest and/or accumulated amounts can only be
        negotiated after the Company obtains the approval mentioned in point (1) above,
        where the terms and conditions of this restructuring will be entirely at the discretion
        of Oliva;

     3. The restructuring of the Facility Agreement will only be valid and effective after the
        necessary amendments and/or restatements of the Facility Agreement have been
        made, following the fulfillment of the terms and conditions in points (1) and (2)
        above;

     4. The waiver of the Company's non-compliance with its obligations under the Facility
        Agreement will be granted if the Company accepts and agrees to said Oliva’s letter.



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     The Company accepted and agreed to the terms and conditions presented by Oliva on 10
     February 2025. Therefore, the Company intends to seek approval from extraordinary
     general meeting of of shareholder (EGMS) to convert the Company’s Loan into new
     shares of the Company through Capital Increase without Pre-emptive Rights which is a
     requirement to proceed with negotiations on the restructuring of the Facility Agreement.

     Furthermore, the Company and Oliva agreed that the Company’s Loan will be converted
     into shares issued from the Company’s portfolio in the amount of 656,324,873 shares
     with a nominal value of Rp 100.00 per share, which will be issued in connection with
     Capital Increase without Pre-emptive Rights (“the New Shares”) based on the price
     determined as the conversion execution price for the Company’s Loan in Capital
     Increase without Pre-emptive Rights, which is Rp 197.00 per share (“the Conversion
     Price”). The Conversion Price was determined based on the result of the valuation of the
     Company’s shares conducted by KJPP assigned by the Company, namely KJPP
     Sugianto Prasodjo dan Rekan (“SPR”), as stated in the Report of Business Valuation of
     100% of Equity of PT Ancora Indonesia Resources Tbk No. 00044/2.0131-
     09/BS/02/0643/1/III/2025 dated 26 March 2025 with a valuation date of 31 December
     2024 prepared by SPR (“the Report of Valuation of the Company’s Shares”).

     According to the management of the Company, in implementing the Company’s plan to
     restructure its obligations to Oliva by converting the Company’s Loan into the New
     Shares based on the Conversion Price through Capital Increase without Pre-emptive
     Rights in order to improve its financial position (“the NPR”), the Company must comply
     with the Financial Services Authority (Otoritas Jasa Keuangan or OJK) Regulation
     (POJK) No. 14/POJK.04/2019 regarding “Amendments to the Financial Services
     Authority Regulation Number 32/POJK.04/2015 regarding Capital Increase of Public
     Companies with Pre-emptive Rights” (“POJK 14/2019”). POJK 14/2019 requires a
     report of fairness opinion on the proposed transaction (in this case, the NPR), prepared
     by a valuer.

     For the purpose of the implementation of the NPR and to meet the stipulations stated in
     POJK 14/2019, the Company had appointed SRR as an independent valuer to provide
     fairness opinion on the NPR (“the Fairness Opinion”).


     STATUS OF VALUER
     Public Valuer Heribertus Eri Hestiyanto is an independent valuer in SRR based on
     Public Valuer License No. B-1.16.00457 with a qualification of Business Valuation
     registered as capital market supporting profession in OJK with a Letter of Registration
     as Capital Market Supporting Profession (Surat Tanda Terdaftar [STTD] Profesi
     Penunjang Pasar Modal) No. STTD.PB-05/PJ-1/PM.02/2023 dated 24 May 2023
     (Business Valuer) which acts to conduct the assignment objectively without a conflict of
     interest and has the competence to carry out the assignment as referred to in the scope of
     this assignment.



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     ASSIGNOR
     The assignor referred to in this report is as follows:

     Name             : PT Ancora Indonesia Resources Tbk
     Form of business : Limited liability public company
     Address          : Equity Tower Lt. 41, SCBD, Jl. Jend. Sudirman Kav. 52-53 Lot 9,
                        Jakarta Selatan 12190
     Business sector : Engaged in mining, trading, transportation, agriculture, industry,
                        development and services, either directly or indirectly through the
                        Company’s subsidiaries
     Telephone no.    : (021) 290-35333
     Facsimile no.    : (021) 290-35335
     E-mail address   : corporate.secretary@ancorair.com
     Website address : www.ancorair.com


     USER OF REPORT
     The user of this report referred to in this report is as follows:

     Name             : PT Ancora Indonesia Resources Tbk
     Form of business : Limited liability public company
     Address          : Equity Tower Lt. 41, SCBD, Jl. Jend. Sudirman Kav. 52-53 Lot 9,
                        Jakarta Selatan 12190
     Business sector : Engaged in mining, trading, transportation, agriculture, industry,
                        development and services, either directly or indirectly through the
                        Company’s subsidiaries
     Telephone no.    : (021) 290-35333
     Facsimile no.    : (021) 290-35335
     E-mail address   : corporate.secretary@ancorair.com
     Website address : www.ancorair.com


     OBJECTIVE AND PURPOSE OF THE FAIRNESS OPINION
     The objective of preparing the Fairness Opinion is to provide an overview of the fairness
     of NPR. The purpose of preparing the Fairness Opinion is to fulfill the Company’s needs
     in order to implement the NPR.


     STANDARD OF ASSIGNMENT
     The Fairness Opinion was carried out in accordance with the stipulations in POJK
     No. 35/POJK.04/2020 dated 25 May 2020 regarding “Valuation and Presentation of



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     Business Valuation Reports in Capital Markets” (“POJK 35/2020”) and in the
     Indonesian Appraiser’s Code of Ethics and the Indonesian Valuation Standard Edition
     VII - 2018 or Kode Etik Penilai Indonesia dan Standar Penilaian Indonesia Edisi VII -
     2018 (“KEPI & SPI”).


     EFFECTIVE DATE OF THE FAIRNESS OPINION
     The analysis of the Fairness Opinion is conducted using 31 December 2024 as the
     effective date of the Fairness Opinion. This date is selected based on the consideration
     of the purpose and objective of the Fairness Opinion and based on the Company’s
     financial data that we received. The said financial data constitutes consolidated financial
     statements of the Company and its subsidiaries for the year ended on 31 December 2024
     audited by JJR with a fair opinion on which the Fairness Opinion is based.

     In accordance with the provisions of POJK 35/2020, the report of the Fairness Opinion
     shall be valid for 6 (six) months from the effective date of the Fairness Opinion, that is
     31 December 2024, unless there are matters which may affect the conclusion of value
     more than 5% (five per cent).


     SUBSEQUENT EVENT
     From the effective date of the Fairness Opinion, i.e. 31 December 2024, until the
     issuance date of this report, there are no any significant events that may affect the result
     of the Fairness Opinion significantly.


     LEVEL OF INVESTIGATION DEPTH
     The limitations in conducting reviews and analyzes for the Fairness Opinion are as
     follows:

     1. The process of collecting, verifying and analyzing data is carried out directly on the
        parties relevant to the assignment.

     2. The assignment can be carried out without any restrictions on access to the relevant
        data, including data that must be provided by the assignor and/or other related
        parties.

     3. Anything that limits this assignment will be recorded as a binding part of the results
        of the assignment.




Short Form Report of Fairness Opinion on the NPR                                               5

     NATURE AND SOURCES OF RELIABLE INFORMATION

     Information and data that are relevant but do not require verification, can be approved
     for use as long as the source of the data is believed to be true. These data sources
     include:

     1. Data and documents received from the Company.

     2. Bank Indonesia (BI).

     3. Central Bureau of Statistics (Badan Pusat Statistik or BPS).

     4. Official government or private institutions that publish data and information related
        to the preparation of the Fairness Opinion.

     5. Official written and electronic media whose data and information are proven correct.


     DATA AND INFORMATION USED
     In preparing the Fairness Opinion, we had conducted procedures i.e. reviewed,
     considered, and referred on data and information as follows:

     1. Draft of disclosure of information prepared by the management of the Company in
        the framework of the NPR (“the Disclosure of Information”);

     2. Financial statements of the Company for the years ended 31 December 2024,
        31 December 2023, 31 December 2022, 31 December 2021, and 31 December 2020
        audited by JJR;

     3. Consolidated financial projection of the Company with the NPR and without the
        NPR for year 2025 through to year 2030 prepared by the management of the
        Company;

     4. Proforma financial statements of the Company as of 31 December 2024 before the
        NPR and after the NPR, prepared by the management of the Company;

     5. The Report of Valuation of the Company’s Shares;

     6. Other documents related to the NPR;

     7. Results of discussion and interview with the management of the Company, i.e.
        Mr. Ratno Paskalis Hendrawan as the President Director of the Company, regarding
        rationales, background, and other matters relevant to the NPR;




Short Form Report of Fairness Opinion on the NPR                                           6

     8. Various sources of information, both on print and electronic media, also other
        analytical results that we deem relevant; and

     9. Other information obtained from the management of the Company and other parties
        related to assigment.

     In conducting the analysis, we assume and rely on the accuracy and completeness of all
     financial information and other information provided to us by the Company or those that
     are generally available, and we did not do and are not responsible for the independent
     review of such information. We also relied on the assurance from the management of the
     Company that they are not aware of the facts which may cause the information provided
     to us being incomplete or misleading.

     We did not inspect the Company’s fixed assets or facilities. In addition, we also did not
     provide any opinion on the taxation effects of the NPR. The service we provide to the
     Company in relation to the NPR is the preparation of Fairness Opinion only and not
     accounting, audit, or taxation services.

     Our work related to the NPR is not and cannot be interpreted in any form, as a review or
     audit or implementation of certain procedures for financial information. The work also
     cannot be intended to reveal the weaknesses in internal control, error, or irregularity in
     financial statement or violation of the law. In addition, we do not have the authority and
     do not try to obtain other forms of transactions that exist for the Company.


     ASSUMPTIONS AND LIMITING CONDITIONS
     The assumptions and limiting conditions used in the preparation of the Fairness Opinion
     are as follows:

     1. The Fairness Opinion is a non-disclaimer opinion report.

     2. SRR has reviewed the documents used in the process of preparing the Fairness
        Opinion.

     3. The data and information obtained come from sources that can be trusted for their
        accuracy.

     4. The analysis in the preparation of the Fairness Opinion is conducted using adjusted
        financial projections that reflect the fairness of the financial projections made by the
        Company's management with their ability to achieve them (fiduciary duty).

     5. SRR is responsible for the implementation of the preparation of the Fairness Opinion
        and the reasonableness of the financial projections.




Short Form Report of Fairness Opinion on the NPR                                              7

     6. The Fairness Opinion constitutes a report open to the public unless there is
        confidential information that could affect the Company’s operations.

     7. SRR is responsible for the Fairness Opinion and the conclusion of the Fairness
        Opinion.

     8. SRR has obtained information on the terms and conditions in the agreements related
        to the NPR from the Company.

     The Fairness Opinion is prepared based on the market and economic conditions, general
     conditions of business, and financial conditions, as well as Government regulations on
     the effective date of the Fairness Opinion.

     In preparing the Fairness Opinion, we also use other several assumptions, such as the
     compliance of all conditions and obligations of the Company and all parties involved in
     the NPR, the NPR is conducted in accordance with the procedures and with the period
     specified in the documents related to the NPR, and other related matters as informed by
     the management of the Company, particularly in case of fulfillment of the Company’s
     obligations as set forth in the documents related to the NPR. We also assume that from
     the issuance date of the Fairness Opinion to the date of the NPR, there shall be no
     change whatsoever which materially affects the assumptions used in the preparation of
     the Fairness Opinion.


     REQUIREMENTS FOR CONSENT FOR PUBLICATION
     SRR does not allow the use of all, or any part of this report as a reference in the form of
     a document, circular, statement, reference or published in any form whatsoever without
     written permission from SRR.


     DISTRIBUTION OF THE FAIRNESS OPINION
     The Fairness Opinion is intended for the interest of the Board of Directors of the
     Company in relation to the NPR and not for the interest of other parties, or for other
     interests. The Fairness Opinion is not a recommendation to shareholders to approve the
     NPR or take any other action in relation to the NPR, and it cannot be used in such way
     by the shareholders.

     The Fairness Opinion should be viewed as a single entity. The use of part of the analysis
     and information without considering the contents of the Fairness Opinion as a whole
     may lead to a misleading view of the process underlying the Fairness Opinion.




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     The Fairness Opinion is also based on current economic and regulatory conditions. We
     are not responsible for updating or supplementing our Fairness Opinions due to the
     events occurring after the date of the Fairness Opinion. The Fairness Opinion is not
     valid if it is not signed by the authorized party of SRR.


     APPROACH AND PROCEDURE OF THE FAIRNESS OPINION
     In evaluating the fairness of the Proposed Transaction, SRR has conducted:

     1. Qualitative and Quantitative Analysis of the NPR

     Qualitative and quantitative analysis of the NPR is carried out by conducting a review of
     the mining industry which will provide an overview of the development of the mining
     industry’s performance, analyzing the Company’s operational activities and business
     prospects, the reasons for the NPR, the advantages and disadvantages of the NPR and
     analyzing the Company’s historical financial performance based on the Company’s
     audited consolidated financial statements for the years ended 31 December 2020-2024.

     Furthermore, SRR also analyzed the proforma financial report and incremental analysis
     of the NPR, which after the NPR becomes effective, based on the Company’s
     consolidated financial projections, it is expected that the NPR will improve the
     Company’s consolidated financial performance and provide added value for all
     shareholders of the Company.

     2. Analysis on the Fairness of the NPR

     The analysis of the fairness of the NPR is conducted by conducting qualitative and
     quantitative analysis of the NPR. Qualitative analysis is conducted by considering the
     benefits and risks as well as the potential benefits of the NPR for all shareholders of the
     Company. Furthermore, quantitative analysis is carried out by considering the potential
     benefits without and with the NPR in terms of the Company's financial projections.




Short Form Report of Fairness Opinion on the NPR                                              9

     CONCLUSION
     Based on the analysis of the fairness of the NPR as conducted, SRR is of the opinion
     that the NPR is fair.


     Yours faithfully,

     KJPP SUWENDHO RINALDY DAN REKAN




     Heribertus Eri Hestiyanto, MAPPI (Cert)
     Partner
     Public Valuer License No. : B-1.16.00457
     S T T D No.               : STTD.PB-05/PJ-1/PM.02/2023
     M A P P I No.             : 04-S-01792

     EH/hs




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