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DISCLOSURE OF INFORMATION TO THE SHAREHOLDERS OF
PT MATAHARI PUTRA PRIMA TBK
IN RELATION TO AN AFFILIATED PARTY TRANSACTION
(“DISCLOSURE OF INFORMATION”)
THE INFORMATION CONTAINED IN THIS DISCLOSURE OF INFORMATION IS IMPORTANT AND
SHOULD BE READ AND CAREFULLY CONSIDERED BY THE SHAREHOLDERS OF PT
MATAHARI PUTRA PRIMA TBK.
THIS DISCLOSURE OF INFORMATION HAS BEEN PREPARED IN CONNECTION WITH THE
TRANSACTION (AS DEFINED BELOW) IN COMPLIANCE WITH OJK REGULATION NO. 42/2020
(AS DEFINED BELOW).
IF YOU HAVE DIFFICULTY UNDERSTANDING THE INFORMATION CONTAINED IN THIS
DISCLOSURE OF INFORMATION OR ARE IN DOUBT AS TO THE DECISION TO BE MADE, YOU
SHOULD CONSULT YOUR SECURITIES BROKER, INVESTMENT MANAGER, LEGAL COUNSEL,
PUBLIC ACCOUNTANT, OR OTHER PROFESSIONAL ADVISERS.
PT Matahari Putra Prima Tbk
Business Activities:
Engaging in the trading of various goods, primarily food, beverages, and tobacco products, including through convenience stores,
supermarkets, and hypermarkets. The Company may also trade certain non-food products, such as apparel, household furnishings,
children's toys, cosmetics, pharmaceutical products (medicines), medical devices, and may provide food and beverage services
through restaurant operations.
Domiciled in Central Jakarta , Indonesia
Head Office: Head Operational Office:
Gajah Mada Plaza Floor SG No. 19-26 Hypermart Cyberpark Karawaci, Floor UG
Petojo Utara, Gambir Jl. Sultan Falatehan, Lippo Karawaci Utara
Central Jakarta, Indonesia 10130 Tangerang 15138, Indonesia
Phone: +62 21 6343463 Phone: +62 21 50813000
Fax: +62 216343854 Fax: +62 21 80615757
email: corporate.communication@hypermart.co.id
website: www.mppa.co.id
This Disclosure of Information was published on 2 July 2026.
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DEFINISI DAN SINGKATAN
Unless otherwise specified in this Disclosure of Information, capitalized terms and expressions used
herein shall have the following meanings:
Affiliate : Means an Affiliate as defined in Article 1 paragraph (1) of
OJK Regulation No. 42/2020.
Conflict of Interes : Means a Conflict of Interest as defined in Article 1 paragraph
(4) of OJK Regulation No. 42/2020.
BS : PT Balaraja Sentosa.
CCP : PT Citra Cito Perkasa.
KJPP : Public Appraisal Services Office (Kantor Jasa Penilai
Publik).
MOL or MOLHR : Minister of Law of the Republic of Indonesia or the Minister
of Law and Human Rights of the Republic of Indonesia.
NMI : PT Nusa Malioboro Indah.
OJK : Financial Services Authority (Otoritas Jasa Keuangan).
Perseroan : PT Matahari Putra Prima Tbk.
PMU : PT Panca Megah Utama.
OJK Regulation No. 42/2020 : OJK Regulation No. 42/POJK.04/2020 on Affiliated
Transactions and Conflicts of Interest Transactions.
SAL : PT Surya Asri Lestari.
SHGB : Certificate of Right to Build (Sertipikat Hak Guna Bangunan).
SHMSRS : Certificate of Ownership of Apartment Unit (Sertipikat Hak
Milik atas Satuan Rumah Susun).
Affiliated Transaction : Means a transaction as defined in Article 1 paragraph (3) of
OJK Regulation No. 42/2020.
Conflict of Interest Transaction : Means a Conflict of Interest Transaction as defined in Article
1 paragraph (5) of OJK Regulation No. 42/2020.
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INTRODUCTION
The information set forth in this Disclosure of Information has been prepared in compliance with the
Company's obligations under the provisions relating to Affiliated Transactions as stipulated in OJK
Regulation No. 42/2020, in connection with the execution of: (a) Deed of Sale and Purchase Binding
Agreement No. 184 dated 30 June 2026, between the Company and BS; (b) Deed of Sale and Purchase
Binding Agreement No. 185 dated 30 June 2026, between the Company and CCP; (c) Deed of Sale
and Purchase Binding Agreement No. 186 dated 30 June 2026, between the Company and SAL; (d)
Deed of Sale and Purchase Binding Agreement No. 187 dated 30 June 2026, between the Company
and SAL; (e) Deed of Sale and Purchase Binding Agreement No. 188 dated 30 June 2026, between
the Company and PMU; and (f) Deed of Sale and Purchase Binding Agreement No. 189 dated 30 June
2026, between the Company and NMI, all of which were executed before Sriwi Bawana Nawaksari,
S.H., M.Kn., a Notary in Tangerang Regency, whereby such agreements are final and binding and
create rights and obligations for the Company and the Company's Affiliates that are parties thereto, in
relation to the acquisition of land and/or buildings (the “Transaction”).
SUMMARY OF THE TRANSACTION
1. SUMMARY OF THE TRANSACTION
Details of the Transaction, as follows:
Transaction
No. Seller Object of Transaction Value (Rp)
Date
1. 30 June 2026 CCP SHMSRS No. 00043 with an area of 181.049.000.000
8.312,33 m2 and located in Dukuh
Menanggal Subdistrict, Gayungan
District, Surabaya City, East Java
Province
2. 30 June 2026 CCP SHMSRS No. 00044 with an area of 15,46 337.000.000
m2 and located in Dukuh Menanggal
Subdistrict, Gayungan District, Surabaya
City, East Java Province
3. 30 June 2026 CCP SHMSRS No. 00294 with an area of 70.563.000.000
3.239,69 m2 and located in Dukuh
Menanggal Subdistrict, Gayungan
District, Surabaya City, East Java
Province
4. 30 June 2026 CCP SHMSRS No. 00295 with an area of 18,30 399.000.000
m2 and located in Dukuh Menanggal
Subdistrict, Gayungan District, Surabaya
City, East Java Province
5. 30 June 2026 CCP SHMSRS No. 00296 with an area of 11,82 258.000.000
m2 and located in Dukuh Menanggal
Subdistrict, Gayungan District, Surabaya
City, East Java Province
6. 30 June 2026 CCP SHMSRS No. 00297 with an area of 24,25 528.000.000
m2 and located in Dukuh Menanggal
Subdistrict, Gayungan District, Surabaya
City, East Java Province
7. 30 June 2026 CCP SHMSRS No. 00298 with an area of 51,80 1.128.000.000
m2 and located in Dukuh Menanggal
Subdistrict, Gayungan District, Surabaya
City, East Java Province
8. 30 June 2026 CCP SHMSRS No. 00299 with an area of 5.262.000.000
241,58 m2 and located in Dukuh
Menanggal Subdistrict, Gayungan
District, Surabaya City, East Java
Province
9. 30 June 2026 CCP SHMSRS No. 00300 with an area of 95,37 2.077.000.000
m2 and located in Dukuh Menanggal
Subdistrict, Gayungan District, Surabaya
City, East Java Province
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Transaction
No. Seller Object of Transaction Value (Rp)
Date
10. 30 June 2026 CCP SHMSRS No. 00956 with an area of 80.510.000.000
3.696,39 m2 and located in Dukuh
Menanggal Subdistrict, Gayungan
District, Surabaya City, East Java
Province
11. 30 June 2026 CCP SHMSRS No. 00957 with an area of 15,78 344.000.000
m2 and located in Dukuh Menanggal
Subdistrict, Gayungan District, Surabaya
City, East Java Province
12. 30 June 2026 CCP SHMSRS No. 00958 with an area of 10,73 234.000.000
m2 and located in Dukuh Menanggal
Subdistrict, Gayungan District, Surabaya
City, East Java Province
13. 30 June 2026 CCP SHMSRS No. 00959 with an area of 63,83 1.390.000.000
m2 and located in Dukuh Menanggal
Subdistrict, Gayungan District, Surabaya
City, East Java Province
14. 30 June 2026 CCP SHMSRS No. 01495 with an area of 3.407.000.000
156,42 m2 and located in Dukuh
Menanggal Subdistrict, Gayungan
District, Surabaya City, East Java
Province
15. 30 June 2026 CCP SHMSRS No. 01496 with an area of 4.014.000.000
184,31 m2 and located in Dukuh
Menanggal Subdistrict, Gayungan
District, Surabaya City, East Java
Province
16. 30 June 2026 PMU SHGB Identification Number 126.495.000.000
12.09.000036181.0 ex No. 22, with an
area of 6.305 m2 and located in Kelurahan
Sidomoro, Kecamatan Kebomas,
Kabupaten Gresik, Provinsi Jawa Timur
17. 30 June 2026 PMU SHGB Identification Number 8.005.000.000
12.09.000036131.0 ex No. 42, with an
area of 399 m2 and located in Sidomoro
Subdistrict, Kebomas District, Gresik
Regency, East Java Province
18. 30 June 2026 NMI SHGB No. 415, with an area of 607 m2 24.895.000.000
and located in Sosromenduran
Subdistrict, Gedongtengen District,
Yogyakarta City, Special Region of
Yogyakarta
19. 30 June 2026 NMI SHGB No. B.175/Smd., with an area of 40.111.000.000
978 m2 and located in Sosromenduran
Subdistrict, Gedongtengen District,
Yogyakarta City, Special Region of
Yogyakarta
20. 30 June 2026 NMI SHGB No. B.176/Smd., with an area of 49 2.010.000.000
m2 and located in Sosromenduran
Subdistrict, Gedongtengen District,
Yogyakarta City, Special Region of
Yogyakarta
21. 30 June 2026 NMI SHGB No. B.177/Smd., with an area of 8 328.000.000
m2 and located in Sosromenduran
Subdistrict, Gedongtengen District,
Yogyakarta City, Special Region of
Yogyakarta
22. 30 June 2026 NMI SHGB No. B.178/Smd., with an area of 16 656.000.000
m2 and located in Sosromenduran
Subdistrict, Gedongtengen District,
Yogyakarta City, Special Region of
Yogyakarta
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Transaction
No. Seller Object of Transaction Value (Rp)
Date
2
23. 30 June 2026 SAL SHGB No. 1208, with an area of 57 m 869.000.000
and located in Kedung Badak Village,
Tanah Sareal District, Bogor City, West
Java Province
24. 30 June 2026 SAL SHGB No. 1370, with an area of 7.944 m2 121.131.000.000
and located in Kedung Badak Village,
Tanah Sareal District, Bogor City, West
Java Province
25. 30 June 2026 SAL SHGB Identification Number 1.782.000.000
10.09.000003586.0 ex No. 388, with an
area of 74 m2 and located in Paledang
Subdistrict, Bogor Tengah District, Bogor
City, West Java Province
26. 30 June 2026 SAL SHGB Identification Number 3.298.000.000
10.09.000002590.0 ex No. 389, with an
area of 137 m2 and located in Paledang
Subdistrict, Bogor Tengah District, Bogor
City, West Java Province
27. 30 June 2026 SAL SHGB Identification Number 22.029.000.000
10.09.000002794.0 ex No. 390, with an
area of 915 m2 and located in Paledang
Subdistrict, Bogor Tengah District, Bogor
City, West Java Province
28. 30 June 2026 SAL SHGB Identification Number 22.391.000.000
10.09.000003183.0 ex No. 391, with an
area of 930 m2 and located in Paledang
Subdistrict, Bogor Tengah District, Bogor
City, West Java Province
29. 30 June 2026 BS SHGB Identification Number 50.448.000.000
28.04.000133500.0 ex No. 08, with an
area of 35.331 m2 and located in
Sukamurni Subdistrict, Balaraja District,
Tangerang Regency, Banten Province
30. 30 June 2026 BS SHGB Identification Number 3.734.000.000
28.04.000121027.0 ex No. 09, with an
area of 2.615 m2 and located in Sukamurni
Subdistrict, Balaraja District, Tangerang
Regency, Banten Province
31. 30 June 2026 BS SHGB Identification Number 318.000.000
28.04.000121029.0 ex No. 459, with an
area of 223 m2 and located in Tobat
Subdistrict, Balaraja District, Tangerang
Regency, Banten Province
2. INFORMATION ON THE PARTIES TO THE TRANSACTION
Buyer – The Company
a. Brief History
The Company, domiciled in Central Jakarta, is a limited liability company duly established
under the laws of the Republic of Indonesia. The Company was established pursuant to
Deed of Establishment No. 30 dated 11 March 1986, drawn up before Budiarti Karnadi,
S.H., Notary in Jakarta, which was approved by the Minister of Justice of the Republic of
Indonesia pursuant to Decree No. C2-5238.HT.01.01.Th.86 dated 26 July 1986, registered
in the register book of the Central Jakarta District Court under No. 1745/1986, and
published in the State Gazette of the Republic of Indonesia (Berita Negara Republik
Indonesia) No. 73 dated 10 September 1991, Supplement No. 2954 (the “Company Deed
of Establishment”).
The Articles of Association of the Company as set forth in the Company Deed of
Establishment have been amended from time to time, most recently pursuant to Deed of
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Statement of Resolutions of the Extraordinary General Meeting of Shareholders No. 33
dated 10 April 2026, drawn up before Sriwi Bawana Nawaksari, S.H., M.Kn., Notary in
Tangerang Regency, which has (i) obtained approval from the MOL pursuant to Decree
No. AHU-0023025.AH.01.02.Tahun 2026 dated 10 April 2026; and (ii) been notified to and
acknowledged by the MOLHR pursuant to Letter of Receipt of Notification of Amendment
to the Articles of Association No. AHU-AH.01.03-0103758 dated 10 April 2026, both of
which were recorded in the Company Register under No. AHU-0075014.AH.01.11.Tahun
2026 dated 10 April 2026 and published in the State Gazette of the Republic of Indonesia
No. 029 dated 10 April 2026, Supplement No. 008477, pursuant to which the shareholders
of the Company approved amendments to Article 4 (Capital) and Article 12 (Duties,
Responsibilities and Authorities of the Board of Directors) (the “Company Deed No.
33/2026”).
The Company Deed of Establishment and all amendments thereto, including the Company
Deed No. 33/2026, shall hereinafter collectively be referred to as the “AoA of the
Company”.
b. Capital Structure and Shareholding Composition
Based on the Company Deed No. 33/2026 and the Company's Shareholders Register
dated 31 May 2026, the capital structure and shareholding composition of the Company
are as follows:
Nominal Value Rp50,- / share
Description Number of Total Nominal (%)
Shares Value (Rupiah)
Authorized Capital 50.000.000.000 2.500.000.000.000
Issued and Paid-Up Capital
1. MLPL 6.500.845.870 325.042.293.500 50,13516
2. US BANK NA Consilium 1.148.862.825 57.443.141.250
8,86014
Frontier Equity Fund LP
3. Caesario Parlindungan 7.500 375.000 0,00006
4. Public under 5% 5.316.923.889 265.846.194.450 41,00464
Total Issued and Paid-Up 12.966.640.084 648.332.004.200 100,00000
Capital
Shares in Portfolio 37.033.359.916 1.851.667.995.800 -
c. Management
Based on Deed of Statement of Partial Resolutions of the Annual General Meeting of
Shareholders No. 112 dated 30 March 2026, drawn up before Sriwi Bawana Nawaksari,
S.H., M.Kn., Notary, which has been notified to and acknowledged by the MOL pursuant
to Letter of Receipt of Notification of Amendment to the Articles of Association No. AHU-
AH.01.09-0199155 dated 10 April 2026, and recorded in the Company Register under No.
AHU-007837.AH.01.11.Tahun 2026 dated 10 April 2026, the composition of the Board of
Directors and the Board of Commissioners of the Company is as follows:
Board of Directors
President Director : Adrian Suherman
Vice President Director : Yerry Goei
Director : Mirtha Sukanto
Director : Hendri Tadjuni
Director : Caesario Parlindungan
Board of Commissioners
President Commissioner : Fendi Santoso
Independent : Johan Anthony
Commissioner
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Commissioner : John Riady
d. Business Activities
Pursuant to the AoA of the Company, the purposes and objectives of the Company are to
engage in businesses in the fields of wholesale and retail trade, real estate, finance leases
without an option right, accommodation and food and beverage services, construction,
professional, scientific and technical activities, warehousing and storage,
telecommunications, e-commerce application development activities, and web portal
activities.
The business activity currently carried out by the Company, among others, the trading of
various goods, primarily food, beverages, and tobacco products through convenience
stores, supermarkets, and hypermarkets. The Company may also sell certain non-food
products, including apparel, household furnishings, children's toys, cosmetics,
pharmaceutical products (medicines), and medical devices, as well as provide food and
beverage services through restaurant operations.
Seller
a. CCP
a.i. Brief History
CCP, domiciled in Kelapa Dua, Tangerang Regency, is a limited liability company duly
established under the laws of the Republic of Indonesia. CCP was established pursuant to
Deed of Establishment No. 14 dated 23 September 2010, drawn up before Nurlani Yusup,
S.H., M.Kn., Notary in Tangerang Regency, which was approved by the MOLHR pursuant
to Decree No. AHU-46687.AH.01.01.Tahun 2010 dated 4 October 2010 and recorded in
the Company Register under No. AHU-0071661.AH.01.09.Tahun 2010 dated 4 October
2010 (the “CCP Deed of Establishment”).
The articles of association of CCP as set forth in the CCP Deed of Establishment have
been amended from time to time, most recently pursuant to Deed of Statement of
Resolutions of the Shareholders of CCP No. 10 dated 19 January 2026, drawn up before
Nurlani Yusup, S.H., M.Kn., Notary in Tangerang, which has been notified to and
acknowledged by the MOL pursuant to Letter of Receipt of Notification of Amendment to
the Articles of Association No. AHU-AH.01.03-0037689 dated 11 February 2026, pursuant
to which the shareholders of CCP approved amendments to Articles 5 through 15 and
Articles 17 through 19 (the “CCP Deed No. 10/2026”).
The CCP Deed of Establishment and all amendments thereto, including the CCP Deed
No. 10/2026, shall hereinafter collectively be referred to as the “CCP AoA”.
a.ii. Capital Structure and Shareholding Composition
Based on Deed of Statement of Resolutions of the Shareholders of CCP No. 05 dated 9
November 2022, drawn up before Nurlani Yusup, S.H., M.Kn., Notary in Tangerang
Regency, which obtained the approval of the MOLHR of the Republic of Indonesia
pursuant to Decree No. AHU-AH.01.03-0315971 dated 22 November 2022 and was
recorded in the Company Register under No. AHU-0233916.AH.01.11.Tahun 2022 dated
22 November 2022, the capital structure and shareholding composition of CCP are as
follows:
Nominal Value Rp650.000,- / share
Description Total Nominal (%)
Number of Shares
Value (Rupiah)
Authorized Capital 108.000 70.200.000.000
Issued and Paid-Up Capital
1. PT Matahari Pacific 84.990 55.243.500.000 99,98
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2. PT Mentari Sinar Persada 10 6.500.000 0,02
Total Issued and Paid-Up 85.000 55.250.000.000 100,00
Capital
Shares in Portfolio 23.000 14.950.000.000 -
a.iii. Management
Based on Deed of Confirmation of the Statement of Resolutions of the Shareholders of
CCP No. 01 dated 5 March 2026, drawn up before Nurlani Yusup, S.H., M.Kn., Notary in
Tangerang Regency, which has been notified to and acknowledged by the MOL pursuant
to Letter of Receipt of Notification of Change in Company Data No. AHU-AH.01.09-
0136205 dated 6 March 2026, and recorded in the Company Register under No. AHU-
0056438.AH.01.11.Tahun 2026 dated 6 March 2026, the composition of the board of
directors and the board of commissioners of CCP is as follows:
Board of Directors
President Director : Merry Maryati
Director : Chrysologus RN Sinulingga
Board of Commissioners
Commissioner : Agus Arismunandar
a.iv. Business Activities
Pursuant to the CCP AoA, the purposes and objectives of CCP are to engage in
businesses in the fields of real estate, information and communications, finance leases
without an option right, professional, scientific and technical activities, education,
transportation, wholesale and retail trade, arts, entertainment and recreation, and financial
and insurance activities.
The business activity currently carried out by CCP is real estate.
b. PMU
b.i. Brief History
PMU, domiciled in Kelapa Dua, Tangerang Regency, is a limited liability company duly
established under the laws of the Republic of Indonesia. PMU was established pursuant
to Deed of Establishment No. 17 dated 23 September 2010, drawn up before Nurlani
Yusup, S.H., M.Kn., Notary in Tangerang Regency, which was approved by the MOLHR
pursuant to Decree No. AHU-47198.AH.01.01.Tahun 2010 dated 6 October 2010 and
recorded in the Company Register under No. AHU-0072408.AH.01.09.Tahun 2010 dated
6 October 2010 (the “PMU Deed of Establishment”).
The articles of association of PMU as set forth in the PMU Deed of Establishment have
been amended from time to time, most recently pursuant to Deed of Statement of
Resolutions of the Shareholders No. 19 dated 19 January 2026, drawn up before Nurlani
Yusup, S.H., M.Kn., Notary in Tangerang Regency, which obtained approval from the MOL
pursuant to Approval Letter for Amendment to the Articles of Association No. AHU-
0007545.AH.01.02.TAHUN 2026 and was recorded in the Company Register under No.
AHU-0024979.AH.01.11.TAHUN 2026 dated 11 February 2026, pursuant to which the
shareholders of PMU approved amendments relating to the term of office of the Board of
Directors and the Board of Commissioners, as well as the duties and authorities of the
Board of Directors (the “PMU Deed No. 19/2026”).
The PMU Deed of Establishment and all amendments thereto, including the PMU Deed
No. 19/2026, shall hereinafter collectively be referred to as the “PMU AoA”.
b.ii. Capital Structure and Shareholding Composition
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Based on Deed of Statement of Resolutions of the Shareholders of PMU No. 17 dated 27
December 2023, drawn up before Nurlani Yusup, S.H., M.Kn., Notary in Tangerang
Regency, which (i) obtained approval from the MOLHR pursuant to Decree No. AHU-
0000364.AH.01.02.Tahun 2024 dated 4 January 2024; and (ii) was notified to and
acknowledged by the MOLHR pursuant to Letter of Receipt of Notification of Amendment
to the Articles of Association No. AHU-AH.01.03-0002019 dated 4 January 2024, both of
which were recorded in the Company Register under No. AHU-0001242.AH.01.11.Tahun
2024 dated 4 January 2024, the capital structure and shareholding composition of PMU
are as follows:
Nominal Value Rp117.000,- / share
Description Total Nominal (%)
Number of Shares
Value (Rupiah)
Authorized Capital 150.000 17.550.000.000
Issued and Paid-Up Capital
1. PT Mentari Sinar Persada 80.990 9.475.830.000 99,98
2. PT Matahari Pacific 10 1.170.000 0,02
Total Issued and Paid-Up 81.000 9.477.000.000 100,00
Capital
Shares in Portfolio 69.000 8.073.000.000
b.iii. Management
Based on Deed of Confirmation of the Statement of Resolutions of the Shareholders of
PMU No. 11 dated 5 March 2026, drawn up before Nurlani Yusup, S.H., M.Kn., Notary in
Tangerang Regency, which has been notified to and acknowledged by the MOL pursuant
to Letter of Receipt of Notification of Change in Company Data No. AHU-AH.01.09-
0145023 dated 16 March 2026, and recorded in the Company Register under No. AHU-
0058771.AH.01.11.Tahun 2026 dated 16 March 2026, the composition of the Board of
Directors and the Board of Commissioners of PMU is as follows:
Board of Directors
President Director : Merry Maryati
Director : Chrysologus RN Sinulingga
Board of Commissioners
President Commissioner : Agus Arismunandar
Commissioner : Yerry Goei
b.iv. Business Activities
Pursuant to the PMU AoA, the purposes and objectives of PMU are to engage in
businesses in the fields of real estate, information and communications, finance leases
without an option right, professional, scientific and technical activities, education,
transportation, wholesale and retail trade, arts, entertainment and recreation, and financial
and insurance activities.
The business activity currently carried out by PMU is real estate.
c. NMI
c.i. Brief History
NMI, domiciled in Kelapa Dua, Tangerang Regency, is a limited liability company duly
established under the laws of the Republic of Indonesia. NMI was established pursuant to
Deed of Establishment No. 12 dated 23 September 2010, drawn up before Nurlani Yusup,
S.H., M.Kn., Notary in Tangerang Regency, which was approved by the MOLHR pursuant
to Decree No. AHU-47112.AH.01.01.Tahun 2010 dated 5 October 2010 and recorded in
the Company Register under No. AHU-0072289.AH.01.09.Tahun 2010 dated 5 October
2010 (the “NMI Deed of Establishment”).
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The articles of association of NMI as set forth in the NMI Deed of Establishment have been
amended from time to time, most recently pursuant to Deed of Statement of Resolutions
of the Shareholders No. 18 dated 19 January 2026, drawn up before Nurlani Yusup, S.H.,
M.Kn., Notary in Tangerang Regency, which obtained approval from the MOL pursuant to
Approval Letter for Amendment to the Articles of Association No. AHU-
0007542.AH.01.02.TAHUN 2026 and was recorded in the Company Register under No.
AHU-0024974.AH.01.11.TAHUN 2026 dated 11 February 2026, pursuant to which the
shareholders of NMI approved amendments relating to the term of office of the Board of
Directors and the Board of Commissioners, as well as the duties and authorities of the
Board of Directors (the “NMI Deed No. 18/2026”).
The NMI Deed of Establishment and all amendments thereto, including the NMI Deed No.
18/2026, shall hereinafter collectively be referred to as the “NMI AoA”.
c.ii. Capital Structure and Shareholding Composition
Based on Deed of Statement of Resolutions of the Shareholders of NMI No. 17 dated 22
December 2016, drawn up before Nurlani Yusup, S.H., M.Kn., Notary in Tangerang
Regency, which obtained the approval of the MOLHR pursuant to Decree No. AHU-
0000269.AH.01.02.Tahun 2017 dated 5 January 2017 and was recorded in the Company
Register under No. AHU-0001153.AH.01.11.Tahun 2017 dated 5 January 2017, the capital
structure and shareholding composition of NMI are as follows:
Nominal Value Rp887.000,- / share
Description Total Nominal (%)
Number of Shares
Value
Authorized Capital 24.000 21.288.000.000
Issued and Paid-Up Capital
1. PT Mentari Sinar Persada 10 8.870.000 0,05
2. PT Matahari Pacific 20.990 18.618.130.000 99,95
Total Issued and Paid-Up 21.000 18.627.000.000 100,00
Capital
Shares in Portfolio 3.000 2.610.000.000
c.iii. Management
Based on Deed of Confirmation of the Statement of Resolutions of the Shareholders of
NMI No. 08 dated 5 March 2026, drawn up before Nurlani Yusup, S.H., M.Kn., Notary in
Tangerang Regency, which has been notified to and acknowledged by the MOL pursuant
to Letter of Receipt of Notification of Change in Company Data No. AHU-AH.01.09-
0145045 dated 16 March 2026, and recorded in the Company Register under No. AHU-
0058781.AH.01.11.Tahun 2026 dated 16 March 2026, the composition of the board of
directors and the board of commissioners of NMI is as follows:
Board of Directors
President Director : Merry Maryati
Director : Chrysologus RN Sinulingga
Board of Commissioners
President Commissioner : Agus Arismunandar
Commissioner : Yerry Goei
c.iv. Business Activities
Pursuant to the NMI AoA, the purposes and objectives of NMI are to engage in businesses
in the fields of real estate, information and communications, finance leases without an
option right, professional, scientific and technical activities, education, transportation,
wholesale and retail trade, arts, entertainment and recreation, and financial and insurance
activities.
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The business activity currently carried out by NMI is real estate.
d. SAL
d.i. Brief History
SAL, domiciled in Kelapa Dua, Tangerang Regency, is a limited liability company duly
established under the laws of the Republic of Indonesia. SAL was established pursuant to
Deed of Establishment No. 4 dated 22 September 2010, drawn up before Nurlani Yusup,
S.H., M.Kn., Notary in Tangerang Regency, which was approved by the MOLHR pursuant
to Decree No. AHU-46048.AH.01.01.Tahun 2010 dated 28 September 2010 and recorded
in the Company Register under No. AHU-007521.AH.01.09.Tahun 2010 dated 28
September 2010 (the “SAL Deed of Establishment”).
The articles of association of SAL as set forth in the SAL Deed of Establishment have been
amended from time to time, most recently pursuant to Deed of Statement of Resolutions
of the Shareholders No. 26 dated 19 January 2026, drawn up before Nurlani Yusup, S.H.,
M.Kn., Notary in Tangerang Regency, which obtained approval from the MOL pursuant to
Approval Letter for Amendment to the Articles of Association No. AHU-
0007572.AH.01.02.TAHUN 2026 and was recorded in the Company Register under No.
AHU-0025037.AH.01.11.TAHUN 2026 dated 11 February 2026, pursuant to which the
shareholders of SAL approved amendments relating to the term of office of the Board of
Directors and the Board of Commissioners, as well as the duties and authorities of the
Board of Directors (the “SAL Deed No. 26/2026”).
The SAL Deed of Establishment and all amendments thereto, including the SAL Deed No.
26/2026, shall hereinafter collectively be referred to as the “SAL AoA”
d.ii. Capital Structure and Shareholding Composition
Based on Deed of Statement of Resolutions of the Shareholders of SAL No. 03 dated 1
July 2024, drawn up before Nurlani Yusup, S.H., M.Kn., Notary in Tangerang Regency,
which has been notified to and acknowledged by the MOLHR pursuant to Letter of Receipt
of Notification of Amendment to the Articles of Association No. AHU-AH.01.03-0170446
dated 10 July 2024 and recorded in the Company Register under No. AHU-
0138698.AH.01.11.Tahun 2024 dated 10 July 2024, the capital structure and shareholding
composition of SAL are as follows:
Nominal Value Rp670.000,- / share
Description Total Nominal (%)
Number of Shares
Value (Rupiah)
Authorized Capital 450.000 288.000.000.000
Issued and Paid-Up Capital:
1. PT Prima Mentari Persada 415.990 266.233.600.000 99,98
2. PT Matahari Pacific 10 6.400.000 0,02
Total Issued and Paid-Up 416.000 266.240.000.000 100,00
Capital
Shares in Portfolio 34.000 21.760.000.000
d.iii. Management
Based on Deed of Confirmation of the Statement of Resolutions of the Shareholders of
SAL No. 18 dated 6 March 2026, drawn up before Nurlani Yusup, S.H., M.Kn., Notary in
Tangerang Regency, which has been notified to and acknowledged by the MOL pursuant
to Letter of Receipt of Notification of Change in Company Data No. AHU-AH.01.09-
0155492 dated 10 March 2026, and recorded in the Company Register under No. AHU-
0060771.AH.01.11.Tahun 2026 dated 10 March 2026, the composition of the board of
directors and the board of commissioners of SAL is as follows:
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Board of Directors
President Director : Merry Maryati
Director : Chrysologus RN Sinulingga
Board of Commissioners
President Commissioner : Agus Arismunandar
Commissioner : Yerry Goei
d.iv. Business Activities
Pursuant to the SAL AoA, the purposes and objectives of SAL are to engage in businesses
in the fields of real estate, information and communications, finance leases without an
option right, professional, scientific and technical activities, education, transportation,
wholesale and retail trade, arts, entertainment and recreation, and financial and insurance
activities.
The business activity currently carried out by SAL is real estate.
e. BS
e.i. Brief History
BS, domiciled in Kelapa Dua, Tangerang Regency, is a limited liability company duly
established under the laws of the Republic of Indonesia. BS was established pursuant to
Deed of Establishment of Limited Liability Company PT Balaraja Sentosa No. 9 dated 23
September 2010, drawn up before Nurlani Yusup, S.H., M.Kn., Notary in Tangerang
Regency, which was approved by the MOLHR pursuant to Decree No. AHU-
46946.AH.01.01.Tahun 2010 dated 5 October 2010 and recorded in the Company Register
under No. AHU-0072019.AH.01.09.Tahun 2010 dated 5 October 2010 (the “BS Deed of
Establishment”).
The articles of association of BS as set forth in the BS Deed of Establishment have been
amended from time to time, most recently pursuant to Deed of Statement of Resolutions
of the Shareholders No. 8 dated 19 January 2026, drawn up before Nurlani Yusup, S.H.,
M.Kn., Notary in Tangerang Regency, which obtained approval from the MOL pursuant to
Approval Letter for Amendment to the Articles of Association No. AHU-
0007530.AH.01.02.TAHUN 2026 and was recorded in the Company Register under No.
AHU-0024946.AH.01.11.TAHUN 2026 dated 11 February 2026, pursuant to which the
shareholders of BS approved amendments relating to the term of office of the Board of
Directors and the Board of Commissioners, as well as the duties and authorities of the
Board of Directors (the “BS Deed No. 08/2026”).
The BS Deed of Establishment and all amendments thereto, including the BS Deed No.
08/2026, shall hereinafter collectively be referred to as the “BS AoA”.
e.ii. Capital Structure and Shareholding Composition
Based on Deed of Statement of Resolutions of the Shareholders of BS No. 05 dated 25
July 2025, drawn up before Nurlani Yusup, S.H., M.Kn., Notary, which has been notified to
and acknowledged by the MOLHR pursuant to Letter of Receipt of Notification of
Amendment to the Articles of Association No. AHU-AH.01.03-0201878 dated 31 July 2025
and recorded in the Company Register under No. AHU-0174865.AH.01.11.Tahun 2025
dated 31 July 2025, the capital structure and shareholding composition of BS are as
follows:
Nominal Value Rp239.000,- / share
Description Total Nominal (%)
Number of Shares
Value (Rupiah)
Authorized Capital 229.000 54.731.000.000
Issued and Paid-Up Capital:
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1. PT Matahari Pacific 152.990 36.564.610.000 99,99
2. PT Mentari Sinar Persada 10 2.390.000 0,01
Total Issued and Paid-Up Capital 153.000 36.567.000.000 100,00
Shares in Portofolio 76.000 18.164.000.000
e.iii. Management
Based on Deed of Confirmation and Statement of Resolutions of the Shareholders of BS
No. 03 dated 5 March 2025, drawn up before Nurlani Yusup, S.H., M.Kn., Notary in
Tangerang Regency, which has been notified to and acknowledged by the MOL pursuant
to Letter of Receipt of Notification of Change in Company Data No. AHU-AH.01.09-
0145079 and recorded in the Company Register under No. AHU-0058791.AH.01.11.Tahun
2026 dated 16 March 2026, the composition of the board of directors and the board of
commissioners of BS is as follows:
Board of Directors
President Director : Merry Maryati
Director : Chrysologus RN Sinulingga
Board of Commissioners
President Commissioner : Agus Arismunandar
Commissioner : Yerry Goei
e.iv. Business Activities
Pursuant to the BS AoA, the purposes and objectives of BS are to engage in businesses
in the fields of real estate, information and communications, finance leases without an
option right, professional, scientific and technical activities, education, transportation,
wholesale and retail trade, arts, entertainment and recreation, and financial and insurance
activities.
The business activity currently carried out by BS is real estate.
3. DESCRIPTION OF THE RELATIONSHIP AND NATURE OF THE AFFILIATED RELATIONSHIP
OF THE PARTIES TO THE TRANSACTION
The Affiliate relationship in relation to the Transaction arises due to the existence of a common
control relationship by the same controlling party over the parties involved in the Transaction,
namely under the control of MLPL.
EXPLANATION, CONSIDERATIONS, AND REASONS FOR THE IMPLEMENTATION OF THE
TRANSACTION AND ITS IMPACT ON THE COMPANY’S FINANCIAL CONDITION
1. EXPLANATION, CONSIDERATIONS, AND REASONS FOR THE TRANSACTION
The Transaction forms part of the Company’s strategy to strengthen the development of its
business network and support selective business expansion through the development of an
integrated retail ecosystem.
The selection of assets from an Affiliated party is based on the suitability of such assets with the
Company’s strategic plan, including location, characteristics, and specifications that meet the
Company’s operational and development requirements. The Company considers that such
assets have strategic value to support its retail network expansion plan, taking into account that
comparable assets with similar location, scale, and specifications that meet the Company’s
requirements are relatively limited. Accordingly, the acquisition of these assets constitutes a
strategic step to obtain assets that can optimally support the implementation of the Company’s
business development strategy.
The acquisition of such assets is considered more optimal compared to a lease arrangement, as
it provides certainty of long-term control over the assets, reduces the risk of rental cost increases
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and uncertainty in lease renewal, and provides greater flexibility for the Company in arranging
store layouts, converting formats, developing commercial areas, and managing tenant mix. With
direct ownership, the Company also has greater flexibility to develop the assets gradually in line
with its operational needs and business development strategy, including supporting the
development of a multi-format retail ecosystem, modern retail activities, complementary tenants,
supporting services, and omni-channel service integration.
The Transaction with the Affiliated party is conducted on an arm’s length basis, with terms and
conditions that are not materially different from similar transactions conducted with non-affiliated
parties.
2. IMPACT OF THE TRANSACTION ON THE COMPANY'S FINANCIAL CONDITION
The table below presents a summary of the Company’s financial condition and its subsidiaries
as of 31 December 2025, before and after the implementation of the Transaction.
Consolidated Statement of Financial Proforma
Audit as of
Position After Transaction as of
31 December 2025
(in million Rupiah) 31 December 2025
Cash and cash equivalents 248,971 668,971
Trade receivables
Third parties 35,011 35,011
Related parties 1,324 1,324
Other receivables 293,499 293,499
Inventories 1,413,636 1,413,636
Prepaid taxes 21,771 21,771
Prepaid expenses 58,157 58,157
Other current assets 12,362 12,362
Total Current Assets 2,084,731 2,504,731
Other non-current financial assets 8,955 8,955
Fixed assets 389,024 1,169,024
Rental deposits 123,394 123,394
Right-of-use assets 654,970 654,970
Intangible assets 5,017 5,017
Deferred tax assets 296,897 296,897
Other assets 29,869 29,869
Total Non-Current Assets 1,508,126 2,288,126
TOTAL ASSETS 3,592,857 4,792,857
Short-term bank loans 550,000 550,000
Trade payables 1,303,238 1,303,238
Accrued expenses 244,847 244,847
Taxes payable 27,198 27,198
Short-term employee benefit liabilities 83,611 83,611
Short-term lease liabilities 177,641 177,641
Other short-term financial liabilities 158,106 158,106
Other current liabilities 32,533 32,533
Total Current Liabilities 2,577,174 2,577,174
Long-term bank loans 245,000 245,000
Long-term lease liabilities 584,849 584,849
Long-term employee benefit liabilities 180,751 180,751
Deferred tax liabilities 31 31
Other non-current liabilities 7,295 7,295
Total Non-Current Liabilities 1,017,926 1,017,926
TOTAL LIABILITIES 3,595,100 3,595,100
Share capital 648,332 1,848,332
Additional paid-in capital 2,266,631 2,266,631
Other equity components 14 14
Retained earnings (2,919,133) (2,919,133)
Equity attributable to owners of the parent (4,156) 1,195,844
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Non-controlling interests 1,913 1,913
Total equity (2,243) 1,197,757
TOTAL LIABILITIES AND EQUITY 3,592,857 4,792,857
Audit as of Proforma After
Consolidated Statement of Profit and Loss
31 December Transaction as of
(in million Rupiah)
2025 31 December 2025
Net Sales 7.253.204 7.253.204
Cost of Revenue 5.985.963 5.985.963
Gross Profit 1.267.241 1.267.241
Operating Expenses (1.241.158) (1.241.158)
Operating Profit 26.083 26.083
Other Income (Expenses) (118.885) (118.885)
Profit Before Tax Expense (92.802) (92.802)
Income Tax Benefit (Expense) (59.392) (59.392)
Net Profit (Loss) for the Year (152.194) (152.194)
Other Comprehensive Loss (2.201) (2.201)
Total Comprehensive Profit (Loss) for the Year (154.395) (154.395)
Net Profit (Loss) for The Year Attributable to:
Owners of the Parenty Entity (152.213) (152.213)
Non-controlling Interests 19 19
SUMMARY OF THE ASSET VALUATION REPORT
A. SUMMARY OF THE BUILDING ASSET VALUATION REPORT
KJPP Iwan Bachron & Rekan (“IBR”), an independent valuer holding a business license from the
Ministry of Finance pursuant to Decree No. 552/KM.1/2009 dated 10 June 2009 and registered
as a capital market supporting professional with the Financial Services Authority (OJK) under
Capital Market Supporting Professional Registration Certificate No. STTD.PPB-27/PJ-
1/PM.02/2023 dated 20 June 2023, based on engagement letter No. 220/IDRBDG-
PEN/PNW/XII/2025 dated 23 December 2025, has rendered its opinion as an independent valuer
regarding the market value of the building controlled/owned by CCP.
The following is a summary of the asset valuation report prepared by IBR under Report No.
00039/2.0047-05/PI/03/0500/1/II/2026 dated 6 February 2026:
a. Parties to the Proposed Transaction
The parties involved in the proposed transaction are:
1. The Company; and
2. CCP.
b. Valuation Object
The valuation object is a building with a total gross floor area of 16,138.06 sqm located at
Mall City of Tomorrow, Jalan Jend. Ahmad Yani No. 288, Dukuh Menanggal Sub-District,
Gayungan District, Surabaya City, East Java Province 60234.
c. Inspection of the Valuation Object
A physical inspection of the valuation object was conducted on 14 January 2026.
d. Valuation Date
The valuation date was determined as 31 December 2025. Such date was selected based
on considerations relating to the interests and purpose of the valuation.
e. Purpose and Objective of the Valuation
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The purpose and objective of the market value opinion are to support the preparation of a
Fairness Opinion in connection with the implementation of an affiliated transaction as
contemplated under OJK Regulation No. 42/2020.
f. Assumptions and Limiting Conditions
• The valuation report constitutes a non-disclaimer opinion.
• IBR has reviewed the documents used in the valuation process.
• IBR assumes that the data and information obtained originate from sources deemed
reliable and accurate.
• The valuation report may be disclosed to the public except for confidential
information that may affect the Company's operations.
• IBR is responsible for the valuation report and the final value conclusion.
• Information provided by other parties to IBR, as referred to in the valuation report,
is considered reasonable and reliable. However, IBR shall not be responsible if such
information is subsequently proven to be inaccurate. Information presented without
attribution represents IBR’s review of available data, examination of documents, or
information obtained from the relevant government authorities. Responsibility for
verifying the accuracy of such information rests entirely with the engaging party.
• The value stated in the valuation report and any other values forming part of the
valuation object are valid solely for the purpose and objective of the valuation. Such
values shall not be used for any other valuation purpose that may result in errors or
misinterpretation.
• IBR has considered the condition of the valuation object; however, it is not obligated
to inspect concealed, invisible, or inaccessible portions of the valuation object. IBR
provides no warranty regarding hidden defects and is not required to inspect other
facilities. Unless otherwise informed, IBR assumes that all such aspects are
satisfactory.
• The market value reflects the fair value of the asset without taking into account taxes
or costs associated with a sale transaction. The valuation object is assumed to be
free and clear of any mortgage, dispute, premium, or other outstanding obligations.
• The aggregate market value presented in the valuation summary represents only
the sum of the market values of each item at the relevant location and should not
be construed as the value obtainable if all assets were transferred simultaneously
on the valuation date.
• The fee for this valuation is not contingent upon the value of the valuation object
determined or stated in the valuation report.
• The valuation report shall be invalid unless signed by an IBR valuer.
• The valuation report shall be invalid unless signed by the managing partner and
affixed with the official office seal of IBR.
g. Fundamental Assumptions
• All statements and data contained in the report are true and correct to the best
knowledge and good faith of the valuer.
• The site inspection conducted by IBR was limited to observable conditions of the
asset as described in the valuation report and was not intended to examine
subsurface conditions. IBR performed only a visual inspection and did not conduct
a detailed examination of concealed areas.
• Investigation and verification relating to the legality of ownership and liabilities that
may adversely affect the valued asset are beyond the scope of the valuer’s
engagement and fall within the scope of legal counsel. Accordingly, IBR assumes
that the asset being valued is free from any legal claims.
• For the purpose of this valuation, IBR conducted a review of the land parcel through
BPN Online (Ministry of Agrarian Affairs and Spatial Planning/National Land Agency)
or the Sentuh Tanahku application.
• For the valuation of personal property assets, the exchange rate used by IBR is
based on the middle exchange rate of USD 1 as of the valuation date.
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• IBR assumes that the asset can be legally transferred, is free from disputes or
encumbrances, and that ownership of the asset can be transferred.
• IBR assumes that the valuation object presented by the engaging party is the actual
property being valued.
• IBR assumes that all data and information received from the engaging party or asset
owner are true and accurate.
h. Valuation Approaches and Methodology
Taking into account the scope of work and referring to the Indonesian Valuation Standards
(“SPI”) Seventh Edition – 2018 and OJK Regulation No. 28/POJK.04/2021, the valuation
approach and methodology applied were as follows:
Market Approach
The Market Approach provides an indication of value by comparing the asset being valued
with identical or comparable assets for which transaction or offering price information is
available (SPI Seventh Edition 2018 – KPUP 15.1).
The valuation method applied under the Market Approach is the Direct Comparison
Method, which utilizes information from transactions or offers involving identical or similar
assets to derive an indication of value (SPI Seventh Edition 2018, SPI 106 – 6.2.a).
i. Valuer’s Conclusion
Based on SPI Seventh Edition – 2018 and OJK Regulation No. 28/POJK.04/2021, and
following the collection and examination of relevant data, together with analysis and
processing of such data while taking into account factors affecting value, IBR is of the
opinion that the Market Value of the asset, expressed in Indonesian Rupiah as of 31
December 2025, is Rp359,822,300,000
B. SUMMARY OF THE LAND AND BUILDING ASSET VALUATION REPORT
IBR, an independent valuer holding a business license from the Ministry of Finance pursuant to
Decree No. 552/KM.1/2009 dated 10 June 2009 and registered as a capital market supporting
professional with the Financial Services Authority (OJK) under Capital Market Supporting
Professional Registration Certificate No. STTD.PPB-27/PJ-1/PM.02/2023 dated 20 June 2023,
based on engagement letter No. 220/IDRBDG-PEN/PNW/XII/2025 dated 23 December 2025,
has rendered its opinion as an independent valuer regarding the market value of the land and
building controlled/owned by PMU.
The following is a summary of the asset valuation report prepared by IBR under Report No.
00042/2.0047-05/PI/03/0500/1/II/2026 dated 6 February 2026:
a. Parties to the Proposed Transaction
The parties involved in the proposed transaction are:
1. The Company; and
2. PMU.
b. Valuation Object
The valuation object consists of land and buildings with a total land area of 6,704 sqm and
a total building area of approximately 15,848 sqm, located at Jalan Veteran No. 01,
Sidomoro Sub-District, Kebomas District, Gresik Regency, East Java Province.
c. Inspection of the Valuation Object
A physical inspection of the valuation object was conducted on 13 January 2026.
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d. Valuation Date
The valuation date was determined as 31 December 2025. Such date was selected based
on considerations relating to the interests and purpose of the valuation.
e. Purpose and Objective of the Valuation
The purpose and objective of the Market Value opinion are to support the preparation of a
Fairness Opinion in connection with the implementation of an affiliated transaction as
contemplated under OJK Regulation No. 42/2020.
f. Assumptions and Limiting Conditions
• The valuation report constitutes a non-disclaimer opinion.
• IBR has reviewed the documents used in the valuation process.
• IBR assumes that the data and information obtained originate from sources deemed
reliable and accurate.
• The valuation report may be disclosed to the public except for confidential
information that may affect the Company's operations.
• IBR is responsible for the valuation report and the final value conclusion.
• Information provided by other parties to IBR, as referred to in the valuation report,
is considered reasonable and reliable. However, IBR shall not be responsible if such
information is subsequently proven to be inaccurate. Information presented without
attribution represents IBR’s review of available data, examination of documents, or
information obtained from the relevant government authorities. Responsibility for
verifying the accuracy of such information rests entirely with the engaging party.
• The value stated in the valuation report and any other values forming part of the
valuation object are valid solely for the purpose and objective of the valuation. Such
values shall not be used for any other valuation purpose that may result in errors or
misinterpretation.
• IBR has considered the condition of the valuation object; however, it is not obligated
to inspect concealed, invisible, or inaccessible portions of the valuation object. IBR
provides no warranty regarding hidden defects and is not required to inspect other
facilities. Unless otherwise informed, IBR assumes that all such aspects are
satisfactory.
• The market value reflects the fair value of the asset without taking into account taxes
or costs associated with a sale transaction. The valuation object is assumed to be
free and clear of any mortgage, dispute, premium, or other outstanding obligations.
• The aggregate market value presented in the valuation summary represents only
the sum of the market values of each item at the relevant location and should not
be construed as the value obtainable if all assets were transferred simultaneously
on the valuation date.
• The fee for this valuation is not contingent upon the value of the valuation object
determined or stated in the valuation report.
• The valuation report shall be invalid unless signed by an IBR valuer.
• The valuation report shall be invalid unless signed by the managing partner and
affixed with the official office seal of IBR.
g. Fundamental Assumptions
• All statements and data contained in the report are true and correct to the best
knowledge and good faith of the valuer.
• The site inspection conducted by IBR was limited to observable conditions of the
asset as described in the valuation report and was not intended to examine
subsurface conditions. IBR performed only a visual inspection and did not conduct
a detailed examination of concealed areas.
• Investigation and verification relating to the legality of ownership and liabilities that
may adversely affect the valued asset are beyond the scope of the valuer’s
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engagement and fall within the scope of legal counsel. Accordingly, IBR assumes
that the asset being valued is free from any legal claims.
• For the purpose of this valuation, IBR conducted a review of the land parcel through
BPN Online (Ministry of Agrarian Affairs and Spatial Planning/National Land Agency)
or the Sentuh Tanahku application.
• For the valuation of personal property assets, the exchange rate used by IBR is
based on the middle exchange rate of USD 1 as of the valuation date.
• IBR assumes that the asset can be legally transferred, is free from disputes or
encumbrances, and that ownership of the asset can be transferred.
• IBR assumes that the valuation object presented by the engaging party is the actual
property being valued.
• IBR assumes that all data and information received from the engaging party or asset
owner are true and accurate.
h. Valuation Approaches and Methodology
Taking into account the scope of work and referring to the Indonesian Valuation Standards
(“SPI”) Seventh Edition – 2018 and OJK Regulation No. 28/POJK.04/2021, the valuation
approaches and methodologies applied were as follows:
Income Approach
The Income Approach provides an indication of value by converting future cash flows into
a present value (SPI Seventh Edition 2018 – KPUP 16.1).
This approach considers the income expected to be generated by the asset over its useful
life and determines value through a capitalization process. Capitalization is the conversion
of income into capital value using an appropriate discount rate. Cash flows may be derived
from one or more contracts or from non-contractual sources, such as anticipated profits
generated from the use or ownership of an asset (SPI Seventh Edition 2018 – KPUP 16.2).
The Gross Income Multiplier (“GIM”) is used to measure the relationship between a
property's gross income and its selling price. A subject property is valued by multiplying its
annual gross income by a GIM derived from comparable property sales data.
Cost Approach
The Cost Approach provides an indication of value based on the economic principle that a
purchaser will not pay more for an asset than the cost of acquiring an asset of equivalent
utility, whether through purchase or construction.
This approach is based on the principle that the price paid by a buyer in the market for the
asset being valued should not exceed the cost of purchasing or constructing an equivalent
asset, unless unusual timing, inconvenience, risk, or other factors are involved. Generally,
the asset being valued may be less attractive than a newly acquired or constructed
alternative due to age or obsolescence. Therefore, adjustments are required to reflect
differences in cost relative to the alternative asset, depending on the applicable basis of
value (SPI 2018, KPUP 17.0).
Under the Cost Approach, the valuation method applied is the Replacement Cost Method.
i. Valuer’s Conclusion
Based on SPI Seventh Edition – 2018 and OJK Regulation No. 28/POJK.04/2021, and
following the collection and examination of relevant data, together with analysis and
processing of such data while taking into account factors affecting value, IBR is of the
opinion that the Market Value of the asset, expressed in Indonesian Rupiah as of 31
December 2025, is: Rp137,550,800,000.
C. SUMMARY OF THE LAND AND BUILDING ASSET VALUATION REPORT
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IBR, an independent valuer holding a business license from the Ministry of Finance pursuant to
Decree No. 552/KM.1/2009 dated 10 June 2009 and registered as a capital market supporting
professional with the Financial Services Authority (OJK) under Capital Market Supporting
Professional Registration Certificate No. STTD.PPB-27/PJ-1/PM.02/2023 dated 20 June 2023,
based on engagement letter No. 220/IDRBDG-PEN/PNW/XII/2025 dated 23 December 2025,
has rendered its opinion as an independent valuer regarding the market value of the land and
buildings controlled/owned by SAL.
The following is a summary of the asset valuation report prepared by IBR under Report No.
00043/2.0047-05/PI/03/0500/1/II/2026 dated 6 February 2026:
a. Parties to the Proposed Transaction
The parties involved in the proposed transaction are:
1. The Company; and
2. SAL.
b. Valuation Objects
1. Land and buildings with a total land area of 2,056 sqm and a total building area of
approximately 1,659 sqm, located at Jalan Kapten Muslihat No. 14, Paledang Sub-
District, Central Bogor District, Bogor City, West Java Province.
2. Land and buildings with a total land area of 8,001 sqm and a total building area of
approximately 26,657 sqm, located at Jalan Sholeh Iskandar, Kedung Badak
Village, Tanah Sareal District, Bogor City, West Java Province.
c. Inspection of the Valuation Objects
A physical inspection of the valuation objects was conducted on 14 January 2026.
d. Valuation Date
The valuation date was determined as 31 December 2025. Such date was selected based
on considerations relating to the interests and purpose of the valuation.
e. Purpose and Objective of the Valuation
The purpose and objective of the Market Value opinion are to support the preparation of a
Fairness Opinion in connection with the implementation of an affiliated transaction as
contemplated under OJK Regulation No. 42/2020.
f. Assumptions and Limiting Conditions
• The valuation report constitutes a non-disclaimer opinion.
• IBR has reviewed the documents used in the valuation process.
• IBR assumes that the data and information obtained originate from sources deemed
reliable and accurate.
• The valuation report may be disclosed to the public except for confidential
information that may affect the Company's operations.
• IBR is responsible for the valuation report and the final value conclusion.
• Information provided by other parties to IBR, as referred to in the valuation report,
is considered reasonable and reliable. However, IBR shall not be responsible if such
information is subsequently proven to be inaccurate. Information presented without
attribution represents IBR’s review of available data, examination of documents, or
information obtained from the relevant government authorities. Responsibility for
verifying the accuracy of such information rests entirely with the engaging party.
• The value stated in the valuation report and any other values forming part of the
valuation objects are valid solely for the purpose and objective of the valuation. Such
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values shall not be used for any other valuation purpose that may result in errors or
misinterpretation.
• IBR has considered the condition of the valuation objects; however, it is not obligated
to inspect concealed, invisible, or inaccessible portions of the valuation objects. IBR
provides no warranty regarding hidden defects and is not required to inspect other
facilities. Unless otherwise informed, IBR assumes that all such aspects are
satisfactory.
• The market value reflects the fair value of the assets without taking into account
taxes or costs associated with a sale transaction. The valuation objects are assumed
to be free and clear of any mortgage, dispute, premium, or other outstanding
obligations.
• The aggregate market value presented in the valuation summary represents only
the sum of the market values of each item at the relevant location and should not
be construed as the value obtainable if all assets were transferred simultaneously
on the valuation date.
• The fee for this valuation is not contingent upon the value of the valuation objects
determined or stated in the valuation report.
• The valuation report shall be invalid unless signed by an IBR valuer.
• The valuation report shall be invalid unless signed by the managing partner and
affixed with the official office seal of IBR.
g. Fundamental Assumptions
• All statements and data contained in the report are true and correct to the best
knowledge and good faith of the valuer.
• The site inspection conducted by IBR was limited to observable conditions of the
assets as described in the valuation report and was not intended to examine
subsurface conditions. IBR performed only a visual inspection and did not conduct
a detailed examination of concealed areas.
• Investigation and verification relating to the legality of ownership and liabilities that
may adversely affect the valued assets are beyond the scope of the valuer’s
engagement and fall within the scope of legal counsel. Accordingly, IBR assumes
that the assets being valued are free from any legal claims.
• For the purpose of this valuation, IBR conducted a review of the land parcels through
BPN Online (Ministry of Agrarian Affairs and Spatial Planning/National Land Agency)
or the Sentuh Tanahku application.
• For the valuation of personal property assets, the exchange rate used by IBR is
based on the middle exchange rate of USD 1 as of the valuation date.
• IBR assumes that the assets can be legally transferred, are free from disputes or
encumbrances, and that ownership of the assets can be transferred.
• IBR assumes that the valuation objects presented by the engaging party are the
actual properties being valued.
• IBR assumes that all data and information received from the engaging party or asset
owner are true and accurate.
h. Valuation Approaches and Methodologies
Taking into account the scope of work and referring to the Indonesian Valuation Standards
(“SPI”) Seventh Edition – 2018 and OJK Regulation No. 28/POJK.04/2021, the valuation
approaches and methodologies applied were as follows:
Market Approach
The Market Approach provides an indication of value by comparing the asset being valued
with identical or comparable assets for which transaction or offering price information is
available (SPI Seventh Edition 2018 – KPUP 15.1).
21
Page 22
The valuation method applied under the Market Approach is the Direct Comparison
Method, which utilizes information from transactions or offers involving identical or similar
assets to derive an indication of value (SPI Seventh Edition 2018, SPI 106 – 6.2.a).
Income Approach
The Income Approach provides an indication of value by converting future cash flows into
a present value (SPI Seventh Edition 2018 – KPUP 16.1).
This approach considers the income expected to be generated by the asset over its useful
life and determines value through a capitalization process. Capitalization is the conversion
of income into capital value using an appropriate discount rate. Cash flows may be derived
from one or more contracts or from non-contractual sources, such as anticipated profits
generated from the use or ownership of an asset (SPI Seventh Edition 2018 – KPUP 16.2).
The Gross Income Multiplier (“GIM”) is used to measure the relationship between a
property's gross income and its selling price. A subject property is valued by multiplying its
annual gross income by a GIM derived from comparable property sales data.
Cost Approach
The Cost Approach provides an indication of value based on the economic principle that a
purchaser will not pay more for an asset than the cost of acquiring an asset of equivalent
utility, whether through purchase or construction.
This approach is based on the principle that the price paid by a buyer in the market for the
asset being valued should not exceed the cost of purchasing or constructing an equivalent
asset, unless unusual timing, inconvenience, risk, or other factors are involved. Generally,
the asset being valued may be less attractive than a newly acquired or constructed
alternative due to age or obsolescence. Therefore, adjustments are required to reflect
differences in cost relative to the alternative asset, depending on the applicable basis of
value (SPI 2018, KPUP 17.0).
Under the Cost Approach, the valuation method applied is the Replacement Cost Method.
i. Valuer’s Conclusion
Based on SPI Seventh Edition – 2018 and OJK Regulation No. 28/POJK.04/2021, and
following the collection and examination of relevant data, together with analysis and
processing of such data while taking into account factors affecting value, IBR is of the
opinion that the Market Value of the assets, expressed in Indonesian Rupiah as of 31
December 2025, is: Rp175,641,200,000.
D. SUMMARY OF THE LAND AND BUILDING ASSET VALUATION REPORT
IBR, an independent valuer holding a business license from the Ministry of Finance pursuant to
Decree No. 552/KM.1/2009 dated 10 June 2009 and registered as a capital market supporting
professional with the Financial Services Authority (OJK) under Capital Market Supporting
Professional Registration Certificate No. STTD.PPB-27/PJ-1/PM.02/2023 dated 20 June 2023,
based on engagement letter No. 220/IDRBDG-PEN/PNW/XII/2025 dated 23 December 2025,
has rendered its opinion as an independent valuer regarding the market value of the land and
building controlled/owned by NMI.
The following is a summary of the asset valuation report prepared by IBR under Report No.
00041/2.0047-05/PI/03/0500/1/II/2026 dated 6 February 2026:
a. Parties to the Proposed Transaction
The parties involved in the proposed transaction are:
1. The Company; and
22
Page 23
2. NMI.
b. Valuation Object
The valuation object consists of land with an area of 1,658 sqm and a building with an area
of approximately 5,382 sqm, together with supporting facilities, located at Jalan Malioboro
No. 11 A, Sosromenduran Sub-District, Gedongtengen District, Yogyakarta City, Special
Region of Yogyakarta 55271.
c. Inspection of the Valuation Object
A physical inspection of the valuation object was conducted on 15 January 2026.
d. Valuation Date
The valuation date was determined as 31 December 2025. Such date was selected based
on considerations relating to the interests and purpose of the valuation.
e. Purpose and Objective of the Valuation
The purpose and objective of the Market Value opinion are to support the preparation of a
Fairness Opinion in connection with the implementation of an affiliated transaction as
contemplated under OJK Regulation No. 42/2020.
f. Assumptions and Limiting Conditions
• The valuation report constitutes a non-disclaimer opinion.
• IBR has reviewed the documents used in the valuation process.
• IBR assumes that the data and information obtained originate from sources deemed
reliable and accurate.
• The valuation report may be disclosed to the public except for confidential
information that may affect the Company's operations.
• IBR is responsible for the valuation report and the final value conclusion.
• Information provided by other parties to IBR, as referred to in the valuation report,
is considered reasonable and reliable. However, IBR shall not be responsible if such
information is subsequently proven to be inaccurate. Information presented without
attribution represents IBR’s review of available data, examination of documents, or
information obtained from the relevant government authorities. Responsibility for
verifying the accuracy of such information rests entirely with the engaging party.
• The value stated in the valuation report and any other values forming part of the
valuation object are valid solely for the purpose and objective of the valuation. Such
values shall not be used for any other valuation purpose that may result in errors or
misinterpretation.
• IBR has considered the condition of the valuation object; however, it is not obligated
to inspect concealed, invisible, or inaccessible portions of the valuation object. IBR
provides no warranty regarding hidden defects and is not required to inspect other
facilities. Unless otherwise informed, IBR assumes that all such aspects are
satisfactory.
• The market value reflects the fair value of the asset without taking into account taxes
or costs associated with a sale transaction. The valuation object is assumed to be
free and clear of any mortgage, dispute, premium, or other outstanding obligations.
• The aggregate market value presented in the valuation summary represents only
the sum of the market values of each item at the relevant location and should not
be construed as the value obtainable if all assets were transferred simultaneously
on the valuation date.
• The fee for this valuation is not contingent upon the value of the valuation object
determined or stated in the valuation report.
• The valuation report shall be invalid unless signed by an IBR valuer.
23
Page 24
• The valuation report shall be invalid unless signed by the managing partner and
affixed with the official office seal of IBR.
g. Fundamental Assumptions
• All statements and data contained in the report are true and correct to the best
knowledge and good faith of the valuer.
• The site inspection conducted by IBR was limited to observable conditions of the
asset as described in the valuation report and was not intended to examine
subsurface conditions. IBR performed only a visual inspection and did not conduct
a detailed examination of concealed areas.
• Investigation and verification relating to the legality of ownership and liabilities that
may adversely affect the valued asset are beyond the scope of the valuer’s
engagement and fall within the scope of legal counsel. Accordingly, IBR assumes
that the asset being valued is free from any legal claims.
• For the purpose of this valuation, IBR conducted a review of the land parcel through
BPN Online (Ministry of Agrarian Affairs and Spatial Planning/National Land Agency)
or the Sentuh Tanahku application.
• For the valuation of personal property assets, the exchange rate used by IBR is
based on the middle exchange rate of USD 1 as of the valuation date.
• IBR assumes that the asset can be legally transferred, is free from disputes or
encumbrances, and that ownership of the asset can be transferred.
• IBR assumes that the valuation object presented by the engaging party is the actual
property being valued.
• IBR assumes that all data and information received from the engaging party or asset
owner are true and accurate.
h. Valuation Approaches and Methodologies
Taking into account the scope of work and referring to the Indonesian Valuation Standards
(“SPI”) Seventh Edition – 2018 and OJK Regulation No. 28/POJK.04/2021, the valuation
approaches and methodologies applied were as follows:
Income Approach
The Income Approach provides an indication of value by converting future cash flows into
a present value (SPI Seventh Edition 2018 – KPUP 16.1).
This approach considers the income expected to be generated by the asset over its useful
life and determines value through a capitalization process. Capitalization is the conversion
of income into capital value using an appropriate discount rate. Cash flows may be derived
from one or more contracts or from non-contractual sources, such as anticipated profits
generated from the use or ownership of an asset (SPI Seventh Edition 2018 – KPUP 16.2).
The Gross Income Multiplier (“GIM”) is used to measure the relationship between a
property's gross income and its selling price. A subject property is valued by multiplying its
annual gross income by a GIM derived from comparable property sales data.
Cost Approach
The Cost Approach provides an indication of value based on the economic principle that a
purchaser will not pay more for an asset than the cost of acquiring an asset of equivalent
utility, whether through purchase or construction.
This approach is based on the principle that the price paid by a buyer in the market for the
asset being valued should not exceed the cost of purchasing or constructing an equivalent
asset, unless unusual timing, inconvenience, risk, or other factors are involved. Generally,
the asset being valued may be less attractive than a newly acquired or constructed
alternative due to age or obsolescence. Therefore, adjustments are required to reflect
differences in cost relative to the alternative asset, depending on the applicable basis of
value (SPI 2018, KPUP 17.0).
24
Page 25
Under the Cost Approach, the valuation method applied is the Replacement Cost Method.
i. Valuer’s Conclusion
Based on SPI Seventh Edition – 2018 and OJK Regulation No. 28/POJK.04/2021, and
following the collection and examination of relevant data, together with analysis and
processing of such data while taking into account factors affecting value, IBR is of the
opinion that the Market Value of the asset, expressed in Indonesian Rupiah as of 31
December 2025, is Rp69,440,600,000.
E. SUMMARY OF THE LAND ASSET VALUATION REPORT
IBR, an independent valuer holding a business license from the Ministry of Finance pursuant to
Decree No. 552/KM.1/2009 dated 10 June 2009 and registered as a capital market supporting
professional with the Financial Services Authority (OJK) under Capital Market Supporting
Professional Registration Certificate No. STTD.PPB-27/PJ-1/PM.02/2023 dated 20 June 2023,
based on engagement letter No. 220/IDRBDG-PEN/PNW/XII/2025 dated 23 December 2025,
has rendered its opinion as an independent valuer regarding the market value of the land
controlled/owned by PT Balaraja Sentosa.
The following is a summary of the asset valuation report prepared by IBR under Report No.
00040/2.0047-05/PI/03/0500/1/II/2026 dated 6 February 2026:
a. Parties to the Proposed Transaction
The parties involved in the proposed transaction are:
1. The Company; and
2. BS.
b. Valuation Object
The valuation object consists of land with a total area of 38,169 sqm located within Graha
Balaraja Industrial Estate, Jalan Raya Serang Km. 27, Sukamurni and Tobat Sub-Districts,
Balaraja District, Tangerang Regency, Banten Province.
c. Inspection of the Valuation Object
A physical inspection of the valuation object was conducted on 14 January 2026.
d. Valuation Date
The valuation date was determined as 31 December 2025. Such date was selected based
on considerations relating to the interests and purpose of the valuation.
e. Purpose and Objective of the Valuation
The purpose and objective of the Market Value opinion are to support the preparation of a
Fairness Opinion in connection with the implementation of an affiliated transaction as
contemplated under OJK Regulation No. 42/2020.
f. Assumptions and Limiting Conditions
• The valuation report constitutes a non-disclaimer opinion.
• IBR has reviewed the documents used in the valuation process.
• IBR assumes that the data and information obtained originate from sources deemed
reliable and accurate.
• The valuation report may be disclosed to the public except for confidential
information that may affect the Company's operations.
• IBR is responsible for the valuation report and the final value conclusion.
• Information provided by other parties to IBR, as referred to in the valuation report,
is considered reasonable and reliable. However, IBR shall not be responsible if such
25
Page 26
information is subsequently proven to be inaccurate. Information presented without
attribution represents IBR’s review of available data, examination of documents, or
information obtained from the relevant government authorities. Responsibility for
verifying the accuracy of such information rests entirely with the engaging party.
• The value stated in the valuation report and any other values forming part of the
valuation object are valid solely for the purpose and objective of the valuation. Such
values shall not be used for any other valuation purpose that may result in errors or
misinterpretation.
• IBR has considered the condition of the valuation object; however, it is not obligated
to inspect concealed, invisible, or inaccessible portions of the valuation object. IBR
provides no warranty regarding hidden defects and is not required to inspect other
facilities. Unless otherwise informed, IBR assumes that all such aspects are
satisfactory.
• The market value reflects the fair value of the asset without taking into account taxes
or costs associated with a sale transaction. The valuation object is assumed to be
free and clear of any mortgage, dispute, premium, or other outstanding obligations.
• The aggregate market value presented in the valuation summary represents only
the sum of the market values of each item at the relevant location and should not
be construed as the value obtainable if all assets were transferred simultaneously
on the valuation date.
• The fee for this valuation is not contingent upon the value of the valuation object
determined or stated in the valuation report.
• The valuation report shall be invalid unless signed by an IBR valuer.
• The valuation report shall be invalid unless signed by the managing partner and
affixed with the official office seal of IBR.
g. Fundamental Assumptions
• All statements and data contained in the report are true and correct to the best
knowledge and good faith of the valuer.
• The site inspection conducted by IBR was limited to observable conditions of the
asset as described in the valuation report and was not intended to examine
subsurface conditions. IBR performed only a visual inspection and did not conduct
a detailed examination of concealed areas.
• Investigation and verification relating to the legality of ownership and liabilities that
may adversely affect the valued asset are beyond the scope of the valuer’s
engagement and fall within the scope of legal counsel. Accordingly, IBR assumes
that the asset being valued is free from any legal claims.
• For the purpose of this valuation, IBR conducted a review of the land parcel through
BPN Online (Ministry of Agrarian Affairs and Spatial Planning/National Land Agency)
or the Sentuh Tanahku application.
• IBR assumes that the asset can be legally transferred, is free from disputes or
encumbrances, and that ownership of the asset can be transferred.
• IBR assumes that the valuation object presented by the engaging party is the actual
property being valued.
• IBR assumes that all data and information received from the engaging party or asset
owner are true and accurate.
h. Valuation Approach and Methodology
Taking into account the scope of work and referring to the Indonesian Valuation Standards
(“SPI”) Seventh Edition – 2018 and OJK Regulation No. 28/POJK.04/2021, the valuation
approach and methodology applied were as follows:
Market Approach
The Market Approach provides an indication of value by comparing the asset being valued
with identical or comparable assets for which transaction or offering price information is
available (SPI Seventh Edition 2018 – KPUP 15.1).
26
Page 27
The valuation method applied under the Market Approach is the Direct Comparison
Method, which utilizes information from transactions or offers involving identical or similar
assets to derive an indication of value (SPI Seventh Edition 2018, SPI 106 – 6.2.a).
i. Valuer’s Conclusion
Based on SPI Seventh Edition – 2018 and OJK Regulation No. 28/POJK.04/2021, and
following the collection and examination of relevant data, together with analysis and
processing of such data while taking into account factors affecting value, IBR is of the
opinion that the Market Value of the asset, expressed in Indonesian Rupiah as of 31
December 2025, is: Rp55,841,200,000.
SUMMARY OF THE INDEPENDENT APPRAISER’S REPORT ON
THE FAIRNESS OF THE TRANSACTION
KJPP Kusnanto & Rekan (“KR”), a public appraisal firm duly licensed pursuant to the Minister of Finance
Decree No. 2.19.0162 dated 15 July 2019 and registered as a capital market supporting professional
firm with the OJK under Capital Market Supporting Professional Registration Certificate No. KEP-
210/KS.13/2026 (business valuation), was appointed by the management of the Company to render a
fairness opinion on the Transaction pursuant to Engagement Letter No. KR/260105-003 dated 5
January 2026, which has been approved by the management of the Company.
The following is a summary of the fairness opinion report on the Transaction prepared by KR under
Report No. 00145/2.0162-00/BS/05/0153/1/VI/2026 dated 30 June 2026.
a. Parties to the Transaction
The parties involved in the Transaction are the Company, BS, NMI, SAL, PMU, and CCP.
b. Subject Matter of the Transaction
The subject matter of the Transaction for the purpose of the Fairness Opinion is as follows:
• The Company has agreed and bound itself to purchase and accept the transfer of land
with a total area of 38,169 sqm located in Sukamurni Sub-District and Tobat Sub-District,
Balaraja District, Tangerang Regency, Banten Province, from BS for a transaction value of
Rp54.50 billion.
• The Company has agreed and bound itself to purchase and accept the transfer of land
with a total area of 1,658 sqm and the Gedoeng Merah ex Matahari Malioboro Shopping
Center Building with a building area of 5,382 sqm located in Sosromenduran Sub-District,
Gedongtengen District, Yogyakarta City, Special Region of Yogyakarta Province, from NMI
for a transaction value of Rp68.00 billion.
• The Company has agreed and bound itself to purchase and accept the transfer of land
with a total area of 8,001 sqm and the Mega M Kedung Badak Shopping Center Building
with a building area of 26,657 sqm located in Kedung Badak Village, Tanah Sareal District,
Bogor City, West Java Province, from SAL for a transaction value of Rp122.00 billion.
• The Company has agreed and bound itself to purchase and accept the transfer of land
with a total area of 2,056 sqm and the Sinar Matahari Bogor Shopping Center Building with
a building area of 1,659 sqm located in Paledang Sub-District, Central Bogor District,
Bogor City, West Java Province, from SAL for a transaction value of Rp49.50 billion.
• The Company has agreed and bound itself to purchase and accept the transfer of land
with a total area of 6,704 sqm and the Plaza Gresik Shopping Center Building with a
building area of 15,848 sqm located in Sidomoro Sub-District, Kebomas District, Gresik
Regency, East Java Province, from PMU for a transaction value of Rp134.50 billion.
• The Company has agreed and bound itself to purchase and accept the transfer of a
building with a total area of 16,138 sqm located in Dukuh Menanggal Sub-District,
Gayungan District, Surabaya City, East Java Province, from CCP for a transaction value
of Rp351.50 billion.
c. Purpose of the Fairness Opinion
27
Page 28
The purpose and objective of preparing the Fairness Opinion Report on the Transaction are to
provide the Board of Directors of the Company with an assessment of the fairness of the
Transaction from a financial perspective and to comply with the applicable regulations, namely
OJK Regulation No. 42/2020.
d. Assumptions and Limiting Conditions
The analysis underlying the Fairness Opinion on the Transaction was prepared using the data
and information disclosed above, all of which have been reviewed by KR. In conducting its
analysis, KR relied on the accuracy, reliability, and completeness of all financial information,
information relating to the legal status of the Company, and other information provided by the
Company or publicly available. KR assumes no responsibility for the accuracy of such
information. Any changes to such data and information may materially affect KR’s conclusions.
KR also relied on representations from the management of the Company that they were not
aware of any facts that would render the information provided to KR incomplete or misleading.
Accordingly, KR assumes no responsibility for any changes in its conclusions resulting from
changes in such data and information.
The consolidated financial projections of the Company before and after the Transaction were
prepared by the management of the Company. KR has reviewed such financial projections and
believes that they reasonably reflect the operating conditions and performance of the Company.
In general, KR did not identify any significant adjustments that would need to be made to the
Company's projected performance.
KR did not conduct any inspection of the Company’s fixed assets or facilities. In addition, KR
does not express any opinion regarding the tax implications of the Transaction. The services
rendered by KR in connection with the Transaction are limited solely to the provision of a Fairness
Opinion and do not constitute accounting, auditing, or tax services. KR has not examined the
legal validity of the Transaction nor its tax implications. The Fairness Opinion has been prepared
solely from an economic and financial perspective. The Fairness Opinion Report constitutes a
non-disclaimer opinion and is intended for public disclosure, except for confidential information
that may affect the Company’s operations. KR has also obtained information regarding the legal
status of the Company based on its articles of association.
KR’s engagement relating to the Transaction does not constitute, and should not be construed
as, any form of review, audit, or application of agreed-upon procedures with respect to financial
information. The engagement was not intended to identify weaknesses in internal controls, errors
or irregularities in financial statements, or violations of law. Furthermore, KR has neither the
authority nor the position to obtain and analyze any alternative transactions that may have been
available to the Company and the potential impact of such transactions on the Transaction.
This Fairness Opinion has been prepared based on market and economic conditions, general
business and financial conditions, and government regulations relating to the Transaction as of
the date of issuance of this Fairness Opinion.
In preparing this Fairness Opinion, KR has adopted several assumptions, including the fulfillment
of all conditions and obligations of the Company and all parties involved in the Transaction. The
Transaction will be carried out as described within the prescribed timeframe and based on the
accuracy of the information concerning the Transaction as disclosed by the management of the
Company.
This Fairness Opinion should be considered as a whole. The use of any part of the analysis or
information without considering the entirety of the analysis and information may result in
misleading views and conclusions regarding the basis of the Fairness Opinion. The preparation
of this Fairness Opinion is a complex process and may not be appropriately interpreted through
incomplete analysis.
KR further assumes that, from the date of issuance of this Fairness Opinion until the completion
of the Transaction, no events or circumstances will occur that would materially affect the
assumptions used in preparing this Fairness Opinion. KR undertakes no obligation to reaffirm,
28
Page 29
supplement, or update its opinion due to changes in assumptions, conditions, or events occurring
after the date of this report. The calculations and analyses performed in connection with the
Fairness Opinion have been carried out properly, and KR accepts responsibility for the Fairness
Opinion Report.
The conclusion expressed in this Fairness Opinion remains valid provided that no changes occur
that have a material impact on the Transaction. Such changes include, but are not limited to,
changes in the Company's internal conditions or external factors, including market and economic
conditions, general business, trade and financial conditions, and Indonesian government
regulations and other related regulations after the issuance date of this Fairness Opinion Report.
Should any such changes occur after the issuance date of this Fairness Opinion Report, the
conclusion of the Fairness Opinion on the Transaction may differ.
e. Fairness Opinion Approaches and Procedures
In evaluating the fairness of the Transaction, KR performed analyses based on the following
approaches and procedures:
I. Transaction Analysis
II. Qualitative and Quantitative Analysis of the Transaction
III. Analysis of the Fairness of the Transaction
f. Fairness Opinion on the Transaction
Based on the scope of work, assumptions, data, and information obtained from the management
of the Company and utilized in the preparation of this report, as well as the review of the financial
impact of the Transaction as disclosed in the Fairness Opinion Report, KR is of the opinion that
the Transaction is fair.
PERNYATAAN DIREKSI DAN DEWAN KOMISARIS PERSEROAN
This Disclosure of Information has been approved by the Board of Directors and the Board of
Commissioners of the Company. The Board of Directors and the Board of Commissioners of the
Company, individually and collectively, hereby state that:
1. In accordance with Article 3 of OJK Regulation No. 42/2020, this Transaction has undergone
adequate procedures to ensure that the Affiliated Transaction is conducted in accordance with
generally accepted business practices.
2. The transaction as described above constitutes an Affiliated Transaction but does not contain a
Conflict of Interest as referred to under OJK Regulation No. 42/2020, and does not constitute a
material transaction as referred to under OJK Regulation No. 17/POJK.04/2020 on Material
Transactions and Changes in Business Activities; dan
3. To the best of our knowledge, all material information regarding the Transaction in this Disclosure
of Information has been disclosed and such information is not misleading.
ADDITIONAL INFORMATION
If the Company’s shareholders require further information in relation to the Transaction, please contact:
PT MATAHARI PUTRA PRIMA TBK
Corporate Secretary
Hypermart Cyberpark Karawaci, Lantai UG
Jl. Sultan Falatehan, Lippo Karawaci Utara
Tangerang 15138, Indonesia
Phone: +62 21 50813000
Fax: +62 21 80615757
website: www.mppa.co.id
email: corporate.communication@hypermart.co.id
29
Names mentioned 43 people and organisations named in the text · linked when the evidence is strong
unresolved
org
PT Balaraja Sentosa. CCP
p.2
unresolved
org
PT Citra Cito Perkasa. KJPP
p.2
unresolved
org
Minister of Law
p.2
unresolved
org
Financial Services Authority
p.2 ×6
unresolved
org
PT Panca Megah Utama. OJK Regulation
p.2
unresolved
org
PT Surya Asri Lestari. SHGB
p.2
unresolved
person
Sriwi Bawana Nawaksari
· Notaris
p.3 ×5
unresolved
person
Budiarti Karnadi
· Notaris
p.5
unresolved
org
Minister of Justice
p.5
unresolved
org
Central Jakarta District Court
p.5
unresolved
person
Nurlani Yusup
· Notaris
p.7 ×39
unresolved
org
PT Matahari Pacific
p.7 ×5
unresolved
org
PT Mentari Sinar Persada
p.8 ×4
unresolved
org
PT Prima Mentari Persada
p.11
unresolved
org
BUILDING ASSET VALUATION REPORT KJPP Iwan Bachron & Rekan
p.15
unresolved
org
KJPP Iwan Bachron
p.15
unresolved
org
Ministry of Finance
p.15 ×5
unresolved
org
Ministry of Agrarian Affairs and Spatial Planning
p.16 ×5
unresolved
org
FAIRNESS OF THE TRANSACTION KJPP Kusnanto & Rekan
p.27
unresolved
org
KJPP Kusnanto
p.27
unresolved
org
Minister of Finance Decree
p.27
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
9210 ms
12 Sep 2026 21:54
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}