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INFORMATION DISCLOSURE
Affiliated Transaction as stipulated on
OJK Regulation No. 42/POJK.04/2020 on Affiliate Transaction and Conflict of Interest Transaction
The Board of Commissioners and the Board of Directors of the Company are fully responsible for the
completeness and correctness of all information or material facts contained in this Information Disclosure and
affirm that there is no important and relevant information that is not stated that may cause material
information in this Information to Shareholders to be incorrect and/or misleading.
PT Wintermar Offshore Marine Tbk
(“Company”)
Business Activities:
Domestic Shipping and its Supporting Activities
focusing on vessels supporting offshore activities
for the oil and gas industry
Based in Jakarta, Indonesia
Office:
Jl. Kebayoran Lama No 155 West Jakarta - Indonesia
Phone. No. 62-21-5305201/2 Fax. No. 62-21-5305203
www.wintermar.com
investor_relations@wintermar.com
This Information Disclosure is related to the provision of a Corporate Guarantee granted by the
Company to its associated entity with 27.41% percentage of ownership in Fast Offshore Supply Pte.
Ltd ("FOS"), in order for FOS to obtain financing to acquire new build vessel. The provision of Corporate
Guarantee is carried out together with FOS shareholders with a proportionate guaranteed portion in
accordance with its shareholding percentage in FOS ("Corporate Guarantee ") on 14 April 2025. The
Corporate Guarantee provided by the Company in connection with the financing facility to be obtained
by FOS from Chailease International Financial Services (Singapore) Pte Ltd (“CFIS”), with the value of
the financing facility of USD 13,000,000 (thirteen million United States Dollars) ("Loan Transaction").
Thus, the guaranteed portion of the Company in accordance with its shareholding percentage in FOS
is 27.41%, so that the value of corporate guarantee granted by the Company is USD 3,563,300 (three
million five hundred sixty-three thousand three hundred United States Dollars), therefore such does
not reach a material value as stipulated in OJK Regulation No. 17/POJK.04/2020 concerning Material
Transactions and Changes in Business Activities. This transaction is an Affiliated Transaction as
referred to Regulation No. 42/POJK.04/2020 concerning Affiliated Transactions and Conflict of Interest
Transactions.
Information Disclosure issued in Jakarta on April 16, 2024
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COMPANY INFORMATION
PT Wintermar Offshore Marine Tbk (the "Company") was established under the name PT Swakarya
Mulia Shipping based on Notarial Deed of Trisnawati Mulia SH, No. 98 dated 18 December 1995. The
incorporation deed has obtained approval from the Minister of Justice of the Republic of Indonesia
with Decree No.C2 7680.HT.01.01.TH.96 dated 6 March 1996.
The Company's Articles of Association was subsequently amended, latest with Deed No. 08 dated 15
June 2024 made before Rahayu Ningsih, S.H., Notary in Jakarta regarding the Statement of Circular
Resolution of the Board of Commissioners in Lieu of the Board of Commissioners Meeting regarding
the increase in issued and paid-up capital. This amendment has been reported and accepted by the
Minister of Law and Human Rights of the Republic of Indonesia with Letter No. AHU-AH.01.03-
0146689 dated 14 June 2024.
The Company's Business Activities
In accordance with Article 3 of the Company's Articles of Association, the scope of the Company's
activities includes businesses in the shipping sector. The Company commenced its commercial
activities in 1996. Currently, the Company is engaged in shipping with a focus on supporting vessels
for offshore transportation activities for the oil and gas industry.
Description of Investment in the Company's Subsidiaries (as of 31 December 2024):
Name of Subsidiary Location Business Commercial Total Asset Percentage of
Activity Operational as at 31 December Ownership [%]
Year 2024 (USD)
PT Wintermar Jakarta Shipping 1971 89,367,196 99,71
Wintermar (B) Sdn Bhd Brunei Shipping 2016 4,677,418 99,44
PT Arial Niaga Nusantara Palembang Shipping 1997 1,363,852 99,51
PT Azureus Simulator Asia Jakarta Shipping 2017 41,409 100,00
PT Nusa Maritim Jaya Jakarta Shipping 2021 569,249 100.00
PT Sentosasegara Mulia Shipping Jakarta Shipping & 1995 17,292,875 99,82
Trading
PT Marine Solusindo Teknik Batam Reparasi Kapal 2024 234,481 100,00
PT Hammar Marine Offshore Jakarta Shipping 2011 1,541,735 100,00
PT PSV Indonesia Jakarta Shipping 2010 40,427,128 51,00
Nila Utama Pte Ltd *) Singapore Pelayaran 2022 106,111 100,00
PT Winpan Offshore Jakarta Shipping 2011 10,852,623 51,00
PT Win Offshore Jakarta Shipping 2012 11,093,875 100,00
PT WM Offshore Jakarta Shipping 2013 23,718,264 51,00
PT Wintermar Asia Jakarta Shipping 2017 8,849,982 100,00
PT Win Maritim Jakarta Shipping 2017 5,787,907 100,00
PT Fast Offshore Indonesia Jakarta Shipping 2009 16,465,175 51,00
PT Wintermar Geo Offshore Jakarta Geology - 185,581 98,00
PT Altonout Nautika Teknologi Jakarta Digital Platform - 156,466 98,80
*) associate company acquired 100% in 2024
Investment in Associate Companies
Name of Associate Location Business Activity Commercial Total Asset as at Percentage of
Company Operational 31 December 2024 Ownership [%]
Year (USD)
PT Wintermar Rajawali Asia Jakarta Pelayaran 2017 595.513 50,00
Fast Offshore Supply Pte Ltd Singapore Shipping 2005 15.599.635 27,41
PT Salam Pacific Offshore Palembang Shipping 2010 4.551.508 30,00
PT Bahtera Sukses Adiguna Jakarta Shipping 2022 -- 50,00
Onboard Systech Pte. Ltd Singapore Teknology Informasi 2023 2.000 20,00
Savwin Sdn Bhd Brunei Pelayaran 2023 331.260 49,00
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History of the Company's Share Listing
Information Number of Offer Price per Shares Listing
Shares Share
Initial Public Offering/Company Listing accompanied by 900,000,000 Rp. 380,- 29 November 2010
Warrant Seri I
Effective Statement of Bapepam-LK No. 10515/BL/2010
dated 19 November 2010
Exercise of Stock Warrant Seri I 57,287,232 Rp. 450,- Indonesia Stock Exchange
MESOP I Tranche 1 Program 11,865,525 Rp. 300,- Indonesia Stock Exchange
MESOP I Tranche 2 Program 11,766,200 Rp. 310,- Indonesia Stock Exchange
MESOP II 15,729,000 Rp. 390,- Indonesia Stock Exchange
Shares Dividend 57,807,429 21 June 2013
GMS Approval dated 5 June 2013 Indonesia Stock Exchange
IFC Loan Conversion 190,000,000 Rp. 492,127 14 April 2014
Indonesia Stock Exchange
Capital Increase Without Preemptive Rights 116,917,000 Rp. 800,- 2 May 2014
Indonesia Stock Exchange
Shares Dividend 26,648,163 Rp. 1.160,- 15 July 2014
GMS Approval dated 5 June 2014 Indonesia Stock Exchange
Capital Increase Without Preemptive Rights 200,000,000 Rp. 350,- 14 February 2018
GMS Approval dated 18 May 2017 Indonesia Stock Exchange
Capital Increase Without Preemptive Rights (Management 5,000,000 Rp.120 29 November 2019
Stock Allocation) Indonesia Stock Exchange
GMS Approval dated 21 May 2019
Capital Increase Without Preemptive Rights 90,125,417 Rp.120 20 May 2021
GMS Approval dated 21 May 2019 Indonesia Stock Exchange
Capital Increase Without Preemptive Rights 5,950,000 Rp.150 18 November 2021
MESOP IV Indonesia Stock Exchange
GMS Approval dated 21 May 2019
Capital Increase Without Preemptive Rights 7,000,000 Rp.150 24 December 2021
(Management Stock Allocation) Indonesia Stock Exchange
GMS Approval dated 21 May 2019
Capital Increase Without Preemptive Rights 175,000 Rp.150 13 May 2022
MESOP V Indonesia Stock Exchange
GMS Approval dated 19 August 2021
Capital Increase Without Preemptive Rights 200,000 Rp.150 19 May 2022
MESOP V Indonesia Stock Exchange
GMS Approval dated 19 August 2021
Capital Increase Without Preemptive Rights 300,000 Rp.150 2 June 2021
MESOP V Indonesia Stock Exchange
GMS Approval dated 19 August 2021
Capital Increase Without Preemptive Rights 8,925,000 Rp.120 15 December 2022
MESOP IV Indonesia Stock Exchange
GMS Approval dated 21 May 2019
Capital Increase Without Preemptive Rights 3,125,000 Rp.150 15 December 2022
MESOP V Indonesia Stock Exchange
GMS Approval dated 19 August 2021
Capital Increase Without Preemptive Rights 600,000 Rp 150 13 June 2023
MESOP V Indonesia Stock Exchange
GMS Approval dated 19 August 2021
Capital Increase Without Preemptive Rights 1,800,000 Rp.120 November 2023
MESOP IV Indonesia Stock Exchange
GMS Approval dated 21 May 2019
Capital Increase Without Preemptive Rights 3,125,000 Rp.150 November 2023
MESOP V Indonesia Stock Exchange
GMS Approval dated 19 August 2021
Capital Increase Without Preemptive Rights 500,000 Rp.150 November 2024
MESOP V Indonesia Stock Exchange
GMS Approval dated 19 August 2021
Capital Increase Without Preemptive Rights 1,250,000 Rp.150 November 2024
MESOP V Indonesia Stock Exchange
GMS Approval dated 19 August 2021
Amount of Share 4.366.087.057
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a. Capital and Composition of the Company's Shareholders
In accordance with the List of Company's Shareholders, the Company's shareholding structure as of 31 December
2024 is as follows:
NOMINAL VALUE NILAI
INFORMATION NUMBER OF SHARES NOMINAL %
Rp. 100,- per Share
Authorised Capital 14,220,000,000 1,422,000,000,000 -
Issued and paid-up Capital
1 PT Wintermarjaya Lestari 1.484.926.248 148,492,624,800 34.010
2 Johnson Williang Sutjipto 313,717,072 29,779,637,200 7.185
3 Manoj Pitamber Nanwani 246,366,200 21,931,420,000 5.643
4 Pinky NK 241,162,800 24,116,280,000 5.524
5 Board of Commissioners and Board of Directors of
Company
a. Sugiman Layanto (Managing Director) 343,717,964 34,371,796,400 7.872
b. Nely Layanto (Director) 38,589,989 3,858,998,900 0.883
c. Janto Lili (Director) 7,304,625 730,462,500 0.167
d. Muhamad Shanie Mubarak (Director) 3,000,000 300,000,000 0.068
5 Public (each below 5%) 2,678,784,898 267,878,489,800 38.648
Total Issued and Paid-up Capital 4,366,087,057 436,608,705,700 100.000
Shares in Portfolio -
b. Composition of the Company's Board of Commissioners and Board of Directors
In accordance with the Company Deed No. 11 dated 20 June 2024 made before Notary Rahayu
Ningsih, S.H, Notary in Jakarta, the composition of the Company's Board of Commissioners and Board
of Directors as of the date of this Information Disclosure to Shareholders is as follows:
Commissioner
President Commissioner (Independent : Jonathan Jochanan
Commissioner)
Independent Commissioner : Sim Idrus Munandar
Commissioner : John Stuart Anderson Slack
Management
Managing Director : Sugiman Layanto
Director : Nely Layanto
Director : Janto Lili
Director : Muhamad Shanie Mubarak
c. Corporate Secretary
Name : Nely Layanto
d. Audit Committee
Based on the resolution of the Board of Commissioners on 19 July 2021, the Audit Committee
has been appointed with the following composition
Chairman : Sim Idrus Munandar
Members : Antonius Karamoy
: Hanafiah Alam
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e. Summary of the Company's Financial Statement
The Company's Consolidated Annual Financial Statements ended 31 December 2024 reviewed by
Public Accountant Tjun Tjun AP No. 1115 from Public Accounting Firm Amir Abadi Jusuf, Aryanto,
Mawar & Partners with Report No. 00276/2.1030/AU.1/05/1115-3/1/III/2025 dated 21 March 2025.
The consolidated Financial Statement is presented without modification, the consolidated financial
position of PT Wintermar Offshore Marine Tbk and its subsidiaries, as well as the performance of
consolidated financial statement and consolidated cash flows for the year ended on that date, comply
with Indonesian Accounting Standards.
(in full amount of USD, except disclosed otherwise)
Balance Sheet The 12 (twelve) month period ending on
31 December
(audited)
Asset
Current asset 69,529,117
Non-current assets 163,014,951
Asset Total 232,544,068
Liability and Equity
Short-term Liability 20,911,550
Long-term Liability 19,414,058
Total of Liabilities 40,325,608
Equity 192,218,460
Total of Liabilities and Equity 232,544,068
(in full amount of USD, except disclosed otherwise)
Profit and Loss The 7 (seven) month The 12 (twelve) month period
ending on 31 December
(audited)
Revenues 82,361,500
Direct Expense (56,002,622)
Gross Profit 26,358,878
Operating Expenses (8,575,734)
Other Income 18,509,579
Other Expenses (748,328)
Final Tax Expenses (1,055,801)
Profit from Operation 34,488,594
Profit for the Year/Current Period 32,300,184
Total Comprehensive Profit for the Year/Current 32,504,932
Period
Total profit (loss) for the year/current period attributable
to
- Owner of the Parent Entity 22,491,788
- Non-Controlling Interest 9,808,396
Total comprehensive profit (loss) for the year/current
period attributable to
- Owner of the Parent Entity 22,699,933
- Non-Controlling Interest 9,804,999
Earnings Per Share Basic (in cent USD) 0.515
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DESCRIPTION OF THE TRANSACTION
The momentum underlying the upstream oil and gas investment cycle has persisted despite recent
geopolitical challenges, and major oil companies have begun to reduce investments in renewable
energy projects in favor of investing in the oil and gas sector. Given this outlook, we expect OSV
demand to continue to grow in the coming years. This increase in demand leads to new drilling cycles,
which drive utilisation and higher demand levels in the offshore support vessel (OSV) industry. In line
with this, the Company is implementing a growth strategy, with the addition of a fleet of vessels
focusing on higher value vessels such as Anchor Handling Tug Supply (AHTS), Platform Supply Vessel
(PSV) and Fast Multipurpose Supply Vessel (FMPSV) vessel types with an estimated surge in demand
for offshore support vessels (OSV) will encourage an increase in charter rates.
The Company owns 27.41% shares in the associated entity, Fast Offshore Supply Pte. Ltd (FOS) which
has 10 FMPSV type vessels, where some of the FOS’ fleets are currently under contract work in Brunei
Darussalam. FOS is building 1 (one) unit of FMPSV vessel to increase the capacity of the FMPSV fleet.
For this new built, FOS has obtained a funding commitment from CIFS amounting to USD 13,000,000
(thirteen million United States Dollars) by signing the Facility Agreement on 14 April 2025.
One of the conditions for such financing is that FOS shareholders are obliged to provide a Corporate
Guarantee. While other shareholder provides an overall or 100% corporate guarantee, CIFS requires
the Company to provide a Corporate Guarantee in proportionate manner in accordance with its
percentage of share ownership in FOS. Thus, according to the Company's percentage ownership in
FOS, which is 27.41%, the Corporate Guarantee provided by the Company to FOS is amounting to USD
3,563,300 (one million five hundred sixty-three thousand three hundred United States Dollars). It is
expected that FOS’ new build vessel with financing guaranteed by the shareholders of FOS including
the Company, can meet future market demand and increase the Company's revenue.
On 14 April 2025, FOS has signed a facility agreement with CIFS, where the Company as one of the
Guarantor Companies, also signed the Corporate Guarantee in the same agreement, to guarantee the
financing received by FOS to CIFS.
The Corporate Guarantee is an Affiliated Transaction in terms of ownership and management as
stipulated in OJK Regulation No. 42/POJK.04/2020 but does not reach a material value as referred to
in OJK Regulation No. 17/POJK.04/2020. Thus, the submission of this Information Disclosure complies
with article 4 paragraph 3 letter a of OJK Regulation No. 42/POJK.04/2020 by submitting the same to
the Financial Services Authority and announcing through the website of Indonesia Stock Exchange
www.idx.co.id and the Company's website www.wintermar.com no later than 2 (two) working days
after the signing date of the Agreement containing the provision of Corporate Guarantee which
guarantees the financing to be received by FOS from CIFS.
DESCRIPTION OF CORPORATE GUARANTEE FOR FINANCING FACILITY RECEIVED BY FOS FROM
CHAILEASE INTERNATIONAL FINANCIAL SERVICES (SINGAPORE) PTE. LTD.
Value of Facility received by FOS
Based on the Facility Agreement dated 14 April 2025, the value of the facility to be received by FOS is
USD 13,000,000 (thirteen million United States Dollars), to financing to acquire new build vessel, which
is a type of Fast Multi Purpose Supply Vessel (FMPSV), a multi-functional fast supply vessel able to
carry out passenger and freight movements. The value of Corporate Guarantee provided by the
Company is USD 3,563,300 (three million five hundred sixty-three thousand three hundred United
States Dollars).
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Term of the Facility
The period of this Facility is 60 (sixty) months from the date of the disbursement of funds.
The Interest of the Facility
This Facility is held at an interest rate of 4.65% per annum plus the Secured Overnight Financial Rate
issued by CME Group Benchmark Administration Limited.
Corporate Guarantee value provided by FOS Shareholders
FOS shareholders have signed a Corporate Guarantee agreement with the following details:
No. Name of Corporate Guarantor for Date of Company’s Corporate Guarantee Value
financing the Facility to be received Guarantee to CIFS USD %
by FOS
1. Seacoral Maritime Pte Ltd 14 April 2025 13,000,000 100.00*)
2. PT Wintermar Offshore Marine Tbk 14 April 2025 3,563,300 27.41
*) It is a requirement from Chailease International Financial Services (Singapore) Pte. Ltd for Seacoral Maritime Pte Ltd to provide 100%
corporate guarantee, even though the Company provides a corporate guarantee in proportionate manner, in accordance with its
shareholding percentage in FOS.
DESCRIPTION OF FAST OFFSHORE SUPPLY PTE LTD (FOS)
FOS is a business entity established under the laws of the Republic of Singapore with Registration
Number 199609238G.
Business Activities
The scope of activities in the field of Shipping.
Office Address
Address : 9 Pandan Road, Singapore 609257
Phone No. : +65 6265 1891
Fax No. : +65 6265 6343
Email : enquries@fastoffshore.com
Website : http://www.fastoffshore.com.sg/
FOS Capital Structure and Shareholder Composition
(in full amount of USD)
No. Name of Shareholders Value of Percentage
Issued Capital (%)
1. Seacoral Maritime Pte Ltd 6,120,037 64.44
2. PT Wintermar Offshore Marine Tbk 2,603,296 27.41
3 Andrew Tsui Wai Cheong 773,730 8.15
Total 9,497,063 100.00
FOS Board Composition
Director : Ooi Ka Lok
Director : Sugiman Layanto
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Summary of FOS Financial Statement
(in full amount of USD)
Financial Position Report The 12 (twelve) month period ending on
31 December 2024
Assets 61,582,421
Liabilities 20,770,068
Equity 40,812,353
Sales 26,744,332
Main Expenses of Sales 18,958,158
Operating Expenses 3,039,190
Net profit Year/Current period 2,104,940
THE NATURE OF THE AFFILIATED RELATIONSHIP IN THE TRANSACTION
Affiliated Relationship in terms of Ownership
SEACORAL MARITIME PT WINTERMAR
PTE LTD OFFSHORE MARINE Tbk
(Company)
64.44 % 27.41 %
FAST OFFSHORE SUPPLY
PTE LTD (FOS)
- The Company owns 27.41% (twenty-seven point four one percent) shareholding in FOS.
- Mr. Sugiman Layanto is an Ultimate Beneficial Ownership of Seacoral Maritime Pte Ltd, also a
controlling shareholder of the Company.
Affiliated Relationship in terms of Management
FOS Company
Sugiman Layanto Director Managing Director
- Mr. Sugiman Layanto serves as Managing Director of the Company who also serves as Director
of FOS.
COMPLIANCE WITH APPLICABLE CAPITAL MARKET REGULATIONS
In accordance with the Company's Consolidated Annual Financial Statement for the period ended 31
December 2024 reviewed by Public Accountant Tjun Tjun AP No. 1115 from Public Accounting Firm
Amir Abadi Jusuf, Aryanto, Mawar & Partners with Report No. 00276/2.1030/AU.1/05/1115-
3/1/III/2025 dated 21 March 2025, the Company's Equity is amounting USD 192,218,460 (one
hundred ninety-two million two hundred eighteen thousand four hundred and sixty United States
Dollars), which therefore the Value of Corporate Guarantee granted by the Company to guarantee the
facility to be received by FOS from CIFS with value of USD 3,563,300 (three million five hundred sixty-
three thousand three hundred United States Dollars) is 1.85% (one point eight five percent) of the
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Company's equity which does not reach a material value as referred to in OJK Regulation No.
17/POJK.04/2020 concerning Material Transactions and Changes in Business Activities.
The granting of the Corporate Guarantee that has been carried out is an Affiliated Transaction as
referred to in OJK Regulation No. 42/POJK.04/2020 concerning Affiliated Transactions and Conflict of
Interest Transactions, thus in accordance with Article 4 paragraph 3 letter a of OJK Regulation No.
42/POJK.04/2020, this Information Disclosure is to be submitted to the Financial Services Authority
and to be announced to the public through the website of the Indonesia Stock Exchange www.idx.co.id
and the Company's website www.wintermar.com no later than 2 (two) working days after the date of
signing the Corporate Guarantee Agreement guaranteeing the receipt of FOS financing from CIFS,
which signing has been carried out on 14 April 2025. In this regard, the Company announce this
Information Disclosure through the Indonesia Stock Exchange website and the Company's website on
16 April 2025.
In connection with the above Transaction, the Company has done the following:
1. Approved the offering letter of KJPP Tri, Santi & Partners as well as Work Agreement Services
(SPJP) Fairness Opinion Services on the Provision of Corporate Guarantee No.
014/PEN/BV/KJPP-TS/III/2025 dated 5 March 2025, for the assignment of assessment of
fairness opinion services and the Company has received Report No. 00002/2.0040-
00/FO/06/0236/1/IV/2025 dated 11 April 2025.
2. Has announced this Information Disclosure in order to comply with OJK Regulation No.
42/POJK.04/2020 through the website of Indonesia Stock Exchange www.idx.co.id and the
Company's website www.wintermar.com on 16 April 2025.
3. Submit this Information Disclosure to the Financial Services Authority on 16 April 2025.
EXPLANATION, CONSIDERATION AND REASONS FOR CARRYING OUT THE TRANSACTION, COMPARED
TO IF OTHER SIMILAR TRANSACTIONS WERE CARRIED OUT THAT WERE NOT CARRIED OUT WITH
AFFILIATED PARTIES
The granting of guarantee in the form of Corporate Guarantee to secure the facility to be received by
FOS from CIFS in order to finance the acquisition of new build vessel is carried out jointly with another
FOS shareholder, where the Company provides corporate guarantee in proportionate manner in
accordance with its shareholding percentage in FOS, which is a commitment to be carried in order to
support business growth in the Company's business group. The Company's investment in the form of
FOS shares participation will obtain results of such transaction after the vessel starts to operate within
an estimated period of 6 (six) months, while FOS installment repayment to CIFS will be paid for a
period of 60 (sixty) months. Thus, the Company believes that with market conditions and demand for
FOS' fleet of vessels, FOS will have the ability to carry out its obligations to CIFS in a timely manner.
IMPACT OF TRANSACTION ON THE COMPANY
The granting of Corporate Guarantee to FOS will not have an impact on the Company's operations and
finances because FOS has sufficient funds to repay the facility and interest until the end of the facility
period.
In 2025, FOS will obtain a facility from CIFS worth USD 13,000,000 (thirteen million United States
Dollars) which will not directly impact the Company's operations and finances in 2025. FOS will add 1
(one) vessel of its fleet, the vessel is estimated to be operational starting in May 2025 and is estimated
to generate additional profit for the current year of the Company through the profit share of
associated entities in last quarter of 2025 and future years.
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INDEPENDENT PARTY AND SUMMARY INDEPENDENT PARTY REPORT
Tri, Santi & Partners Public Appraisal Service Office ("KJPP TSR"), an official KJPP that has a business
license from the Ministry of Finance No. 492/KM.1/2009 dated 11 May 2009 KJPP License no.
2.09.0040 and is a registered capital market supporting profession at the Financial Services Authority
("OJK") with a Professional Registration Certificate (STTD) for Capital Market Supporting Profession
No. STTD. PB-10/PJ-1/PM.02/2023 (business appraiser), has been appointed by the Company as an
independent appraiser to provide a fairness opinion on the Corporate Guarantee in accordance with
assignment letter as well the Work Agreement Services (SPJP) Fairness Opinion Services on the
Provision of Corporate Guarantee No. 014/PEN/BV/KJPP-TS/III/2025 dated 5 March 2025 which has
been approved by the Company's management.
The following is a summary of the fairness opinion report on the Corporate Guarantee as stated in
report No. 00002/2.0040-00/FO/06/0236/1/IV/2025 dated 11 April 2025.
The Parties on the Corporate Guarantee
The parties involved in the Corporate Guarantee are the Company, FOS and CIFS.
Object of Transaction Fairness Opinion
The object of the transaction in the Fairness Opinion on the Corporate Guarantee is a transaction
where the Company has agreed to provide a corporate guarantee to CIFS in accordance with the
portion of its share ownership to FOS, which is 27.41% or equivalent to USD 3,563,300 (three million
five hundred sixty-three thousand three hundred United S Dollars) in order to fulfill one of the
conditions and requirements of the Loan Transaction as stipulated in the Facility Agreement.
Objective and Purpose of Fairness Opinion
The objective and purpose of preparing a fairness opinion report on granting Corporate Guarantee
is to provide an overview to the Board of Directors of the Company regarding the fairness of the
Corporate Guarantee from a financial aspect and to comply with applicable regulations, namely POJK
42/2020.
Limiting Conditions and Key Assumptions
The analysis of the Fairness Opinion on the Corporate Guarantee is prepared using data and
information as disclosed above, which data and information has been reviewed by KJPP TSR. In
carrying out the analysis, KJPP TSR relies on the accuracy, reliability, and completeness of all financial
information, information on the Company's legal status and other information provided to KJPP TSR
by the Company or that is publicly available and KJPP TSR is not responsible for the correctness of such
information. Any changes to such data and information may materially affect the result of KJPP TSR's
opinion. KJPP TSR also relies on assurances from the Company's management that in their good
knowledge, there is no fact that causes the information provided to KJPP TSR to be incomplete or
misleading. Therefore, KJPP TSR is not responsible for changes in conclusions on the KJPP TSR Fairness
Opinion due to changes in data and information.
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Projections of the Company's consolidated financial statements before and after the Corporate
Guarantee are prepared by the Company's management. KJPP TSR has reviewed the projected
financial statements and the projected financial statements have described the Company's operating
conditions and performance. Broadly speaking, there are no significant adjustments that KJPP TSR
needs to make to the Company's performance targets.
KJPP TSR does not inspect the Company's fixed assets or facilities. In addition, KJPP TSR also does not
provide an opinion on the taxation impact of the Corporate Guarantee. The services provided by KJPP
TSR to the Company in connection with the Corporate Guarantee are only the provision of a Fairness
Opinion on Corporate Guarantee and not accounting, auditing, or taxation services. KJPP TSR does not
conduct research on the validity of transactions from legal aspects and implications of taxation
aspects. The Fairness Opinion on the Corporate Guarantee is only reviewed from an economic and
financial perspective. The Fairness Opinion Report on the Corporate Guarantee is a non-disclaimer
opinion and is a report that is open to the public unless there is confidential information, which may
affect the Company's operations. Furthermore, KJPP TSR has also obtained information on the legal
status of the Company and FOS based on the Company's articles of association and FOS.
The work of KJPP TSR related to the Corporate Guarantee does not constitute and cannot be
interpreted as constituting in any form, a review or audit, or the implementation of certain procedures
on financial information. Nor can such work be intended to reveal weaknesses in internal control,
errors or irregularities in financial statements, or violations of law. In addition, KJPP TSR has no
authority and is not in a position to obtain and analyze any other form of transactions beyond the
Corporate Guarantee that is and may be available to the Company and the effect of such transactions
on the Corporate Guarantee.
The Fairness Opinion prepared based on market and economic conditions, general business and
financial conditions, and Government regulations related to the Corporate Guarantee on the date the
Fairness Opinion is issued.
In the preparation of the Fairness Opinion, KJPP TSR uses several assumptions, such as the fulfillment
of all conditions and obligations of the Company and all parties involved in the Corporate Guarantee.
The Corporate Guarantee will be carried out as described in accordance with the stipulated period
and the accuracy of information regarding the Corporate Guarantee disclosed by the Company's
management.
The Fairness Opinion should be viewed as a whole and the use of a portion of the analysis and
information without considering the other information and analysis as a whole may lead to misleading
views and conclusions about the process upon which the Fairness Opinion is based. The preparation
of the Fairness Opinion is a complex process and may not be possible through incomplete analysis.
KJPP TSR also assumes that from the date of issuance of the Fairness Opinion until the date of the
occurrence of this Corporate Guarantee, there has not been any change that has a material effect on
the assumptions used in the preparation of this Fairness Opinion. KJPP TSR is not responsible for
reaffirming or supplementing, updating KJPP TSR’s opinion due to changes in assumptions and
conditions, as well as events that occurred after the date of the report. The calculation and analysis in
the context of providing a Fairness Opinion has been carried out correctly and KJPP TSR is responsible
for the Fairness Opinion Report.
Conclusion of the Fairness Opinion applies where there are no changes that have a material impact
on the Corporate Guarantee. Such changes include, but are not limited to, changes in conditions both
internally and externally, namely market and economic conditions, general business, trade, and
11
Page 12
financial conditions, as well as Indonesian government regulations and other relevant regulations after
the date this Fairness Opinion Report is issued. If after the date the Fairness Opinion Report is issued
there are changes mentioned above, the Fairness Opinion on the Corporate Guarantee may differ.
Approach Used and Procedure for Fairness Opinion on Corporate Guarantee
In evaluating the Fairness Opinion on the Corporate Guarantee, KJPP TSR has conducted an analysis
through the approach and procedure of the Fairness Opinion on the Corporate Guarantee from the
following:
I. Analysis of the Corporate Guarantee Transaction;
II. Qualitative and Quantitative Analysis of Corporate Guarantee Transaction; and
III. Analysis of the Fairness of the Corporate Guarantee Transaction.
Conclusion
Based on the scope of work, assumptions, data, and information obtained from the Company's
management used in the preparation of this report, a review of the financial impact of the Corporate
Guarantee as disclosed in the Fairness Opinion Report, KJPP TSR believes that the Corporate
Guarantee conducted by the Company is Fair.
12
Page 13
STATEMENT OF DIRECTORS AND BOARD OF COMMISSIONERS
The Board of Directors and Board of Commissioners of the Company declare:
1. That all information in the Disclosure dated 16 April 2025, has disclosed all material facts and
such information is not misleading.
2. The Corporate Guarantee granted to FOS for securing a facility to be received from CIFS to
financing acquisition of new vessel is an Affiliated Transaction.
3. The proportional Corporate Guarantee granted by the Company as FOS shareholder with
27.41% ownership, in the form of a corporate guarantee with value of USD 3,563,300 (three
million five hundred sixty-three thousand three hundred United States Dollars) did not reach
the material value as referred to in OJK Regulation No. 17/POJK.04/2020 concerning Material
Transactions and Changes in Business Activities.
4. In the agreements signed by the Company with other parties including with its Creditors, there
are no certain conditions that require the Company to apply for approval and in the agreements
signed in the framework of this Transaction.
ADDITIONAL INFORMATION
For further information regarding the above, please contact the Company during working hours with
the following address:
Corporate Secretary
PT Wintermar Offshore Marine Tbk
Jl. Kebayoran Lama No 155 Jakarta Barat - Indonesia
Telp. No. 62-21 530 5201
Fax. No. 62-21 530 5203
www.wintermar.com
investor_relations@wintermar.com
13
Names mentioned 60 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Pte Ltd
p.1 ×3
unresolved
org
PT Swakarya Mulia Shipping
p.2
unresolved
org
Minister of Justice
p.2
unresolved
org
Minister of Law and Human Rights
p.2
unresolved
org
PT Wintermar
p.2 ×2
unresolved
org
PT Arial Niaga Nusantara
p.2
unresolved
org
PT Azureus Simulator Asia
p.2
unresolved
org
PT Nusa Maritim Jaya
p.2
unresolved
org
PT Sentosasegara Mulia Shipping
p.2
unresolved
org
PT Marine Solusindo Teknik
p.2
unresolved
org
PT Hammar Marine Offshore
p.2
unresolved
org
PT PSV Indonesia
p.2
unresolved
org
Nila Utama Pte Ltd
p.2
unresolved
org
PT Winpan Offshore
p.2
unresolved
org
PT Win Offshore
p.2
unresolved
org
PT WM Offshore
p.2
unresolved
org
PT Wintermar Asia
p.2
unresolved
org
PT Win Maritim
p.2
unresolved
org
PT Fast Offshore Indonesia
p.2
unresolved
org
PT Wintermar Geo Offshore
p.2
unresolved
org
PT Altonout Nautika Teknologi
p.2
unresolved
org
PT Wintermar Rajawali Asia
p.2
unresolved
org
PT Salam Pacific Offshore
p.2
unresolved
org
PT Bahtera Sukses Adiguna
p.2
unresolved
org
Onboard Systech Pte. Ltd
p.2
unresolved
org
Savwin Sdn Bhd
p.2
unresolved
org
Bapepam-LK
p.3 ×2
unresolved
org
Indonesia Stock Exchange
p.3 ×27
unresolved
org
PT Wintermarjaya Lestari
p.4
unresolved
person
Notary Rahayu Ningsih
· Notaris
p.4 ×2
unresolved
org
Mawar & Partners
p.5 ×2
unresolved
org
Financial Services Authority
p.6 ×4
unresolved
org
CME Group Benchmark Administration Limited
p.7
unresolved
org
Seacoral Maritime Pte Ltd
p.7 ×4
unresolved
org
FOS. DESCRIPTION OF FAST OFFSHORE SUPPLY PTE LTD
p.7
unresolved
org
OFFSHORE MARINE Tbk
p.8
unresolved
person
Managing
· Director
p.8
unresolved
org
KJPP Tri
p.9
unresolved
org
Santi & Partners
p.9 ×2
unresolved
org
KJPP TSR
p.10 ×22
unresolved
org
Ministry of Finance
p.10
unresolved
org
KJPP License
p.10
unresolved
org
KJPP TSR. In
p.10
unresolved
org
KJPP TSR's
p.10 ×2
unresolved
org
KJPP TSR Fairness Opinion
p.10
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
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confidence 0.091
2235 ms
12 Sep 2026 22:52
Raw output
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