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DISCLOSURE OF INFORMATION TO SHAREHOLDERS IN COMPLIANCE WITH FINANCIAL SERVICES AUTHORITY
REGULATION NO.42/POJK.04/2020 REGARDING AFFILIATED TRANSACTIONS AND CONFLICT OF INTEREST
TRANSACTIONS ('POJK 42/2020').
If there are any difficulties in understanding this information disclosure or uncertain about making decisions,
it is advisable to consult with a securities broker, investment manager, legal consultant, accountant, or other
professional advisor.
PT SUMBER ALFARIA TRIJAYA TBK
(the “Company”)
Domiciled in Tangerang
Line of Business:
Retail trade in minimarket format and franchise services
Head Office:
Alfa Tower
Jl. Jalur Sutera Barat Kav. 9
Alam Sutera, Tangerang 15143
Indonesia
Phone: (62-21) 808 21 555
Faximile: (62-21) 808 21 556
Website: www.alfamart.co.id
The Board of Commissioners and Directors of the Company declare the completeness of the information as
disclosed in this disclosure and after conducting a thorough examination, confirms that the information
contained in this disclosure is true, without any material and relevant facts that have not been disclosed or
omitted, which would render the information provided in this disclosure inaccurate and/or misleading.
The Board of Directors and the Board of Commissioners of the Company, both individually and collectively,
declare that this transaction does not contain any conflict of interest as referred to in POJK 42/2020.
The Board of Directors of the Company, both individually and collectively, declares that this affiliated
transaction has undergone adequate procedures to ensure that the affiliated transaction is carried out in
accordance with business practices in general.
This Information Disclosure is issued in Tangerang on April 9, 2025
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Affiliations : Having the meaning as regulated in Article 1 of the Capital Market Law or
POJK 42/2020, which includes:
a. Familial relationships, due to marriage and lineage up to the second
degree, both horizontally and vertically;
b. Relationships between a party with employees, directors, or
commissioners of the party;
c. Relationships between 2 (two) companies where there is 1 (one) or
more same members of the board of directors or board of
commissioners;
d. Relationships between a company and a party, both directly and
indirectly, controlling or be controlled by the same company;
e. relationships between 2 (two) companies that are controlled, both
directly and indirectly, by the same party; or
f. Relationships between a company and majority shareholders.
KJPP SRR : Suwendho Rinaldy and Partners Public Appraisal Office as an independent
appraiser, registered with the Financial Services Authority of the Republic of
Indonesia, appointed by the Company to conduct an appraisal of fair value
and/or reasonableness of the Transaction.
LWS : PT Lancar Wiguna Sejahtera is a limited liability company in which 70%
(seventy percent) of its shares are indirectly owned by the Company through
MIDI.
MIDI : PT Midi Utama Indonesia Tbk is a public limited company in which 77.09%
(seventy-seven point zero nine percent) of its shares are directly owned by
the Company.
Company : PT Sumber Alfaria Trijaya Tbk, a public listed company, established based on
and subject to the laws of the Republic of Indonesia, and headquartered in
the city of Tangerang, Banten, Indonesia.
Controlled Companies : It has the meaning as defined in POJK 42/2020, which is companies that are
controlled either directly or indirectly by a publicly listed company.
POJK 17/2020 : Regulation of The Financial Services Authority of The Republic of Indonesia
Number 17/POJK.04/2020 of 2020 on Material Transactions and Alteration of
Business Activities.
POJK 42/2020 : Regulation of The Financial Services Authority of The Republic of Indonesia
Number 42/POJK.04/2020 Of 2020 On Affiliated Transactions and Conflict-of-
Interest Transactions
SA : PT Sigmantara Alfindo, a limited liability company, as the controlling
shareholder of the Company, holds 50.19% (fifty point nineteen percent) of
the shares in the Company.
Transaction : The transaction in which the Company purchased 1,484,855,160 (one billion
four hundred eighty-four million eight hundred fifty-five thousand one
hundred sixty) shares in LWS from MIDI at an exercise price of Rp135.00 (one
hundred thirty-five Rupiah) per share, or equivalent to a transaction value of
Rp200,455 million of the total issued and paid-up capital in LWS.
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INTRODUCTION
On April 8, 2025, the Company signed a Conditional Share Sale and Purchase Agreement with MIDI regarding
the purchase of 1,484,855,160 (one billion four hundred eighty-four million eight hundred fifty-five thousand
one hundred sixty) shares in LWS from MIDI at an exercise price of Rp135.00 (one hundred thirty-five Rupiah)
per share, equivalent to a transaction value of Rp200,455 million of the total issued and paid-up capital in
LWS. This conditional share sale and purchase transaction will be followed by the signing of the Deed of Sale
and Purchase of Shares in front of a Notary after the written approval from the General Meeting of
Shareholders of LWS has been obtained.
In accordance with the provisions of Article 4, paragraph 1 of POJK 42/2020, this Transaction requires the use
of an appraiser to determine the market value of the Transaction object and/or the fairness of the
Transaction, and must be disclosed to the public. To comply with the provisions of POJK 42/2020, the
Company's Board of Directors is announcing this Disclosure of Information to provide information to the
shareholders of the Company.
Transaction conducted by the Company has gone through the procedures outlined in Article 3 of POJK
42/2020 and has been carried out in accordance with generally accepted business practices.
This Transaction does not constitute a conflict of interest transaction, and therefore does not require prior
approval from the General Meeting of Shareholders of the Company as stipulated in POJK 42/2020. It is also
not considered a material transaction as defined in POJK 17/2020, where the Transaction value is 1.13% (one
point thirteen percent) or less than 20% (twenty percent) of Rp17,695,943 million, which represents the
equity of the Company based on the Company's Consolidated Financial Statements as of December 31, 2024,
audited by the Public Accounting Firm Purwantono, Sungkoro & Surja with Report No.
00276/2.1032/AU.1/05/0704-5/1/III/2025 dated March 21, 2025.
In relation to the matters mentioned above, the Company's Board of Directors is announcing this Disclosure
of Information to provide a more complete picture and information to the Company's shareholders regarding
the Transaction.
I. DESCRIPTION OF AFFILIATED TRANSACTION
A. Background and Reasons of the Transaction
The Company consistently follows dynamic market developments and changes in consumer behaviour by
continuing to innovate through offering products that meet consumer needs. One of the product
categories developed by the Company is food products, specifically Ready to Eat (RTE) through Bean Spot.
To capture the significant potential of RTE, the Company plans to take strategic steps by acquiring all the
shares of LWS owned by MIDI. LWS operates in retail and restaurant businesses, managing outlets under
the Lawson brand, selling most of its RTE products to consumers. The Company deems it necessary to
develop its business in order to drive sustainable revenue growth through the acquisition of LWS shares.
By acquiring all the shares of LWS owned by MIDI, the Company aims to expand and strengthen its food
products category. With direct control over LWS, the Company will have more authority in making
strategic decisions and more effective operational oversight. Furthermore, the acquisition of LWS shares
is part of the Company's long-term strategy to build a solid group of companies.
This transaction is expected to create long-term synergy between the companies in the future. Since LWS
is engaged in retail trade, which aligns with the Company's core business activities, both the Company
and LWS can implement synergistic marketing and business development strategies based on service,
which will add value for consumers by expanding the business networks of both the Company and LWS
as community stores aiming to provide enhanced services for consumers.
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B. Transaction Date
The signing of the Conditional Share Purchase Agreement was carried out on April 8, 2025.
C. Transaction Object
The object of the transaction is shares owned by MIDI in LWS, which are purchased by the Company,
totalling 1,484,855,160 (one billion four hundred eighty-four million eight hundred fifty-five thousand
one hundred sixty) shares, equivalent to 70% (seventy percent) of the total issued and paid-up capital
in LWS.
D. Transaction Value
The transaction was conducted at an exercise price of Rp135.00 (one hundred thirty-five Rupiah) per
share, equivalent to a transaction value of Rp200,455 million.
E. Parties Involved in the Transaction
1. The Company
Brief History
The Company was established under the name "PT Sumber Alfaria Trijaya" as stated in the Deed
of Establishment of Limited Liability Company PT Sumber Alfaria Trijaya No. 21 dated February 22,
1989, made before Gde Kertayasa, S.H., a Notary in Jakarta, which obtained approval from the
Minister of Justice of the Republic of Indonesia in accordance with Decree No. C2-7158
HT.01.01.Th.89 dated August 7, 1989. It has been registered at the Registry of the North Jakarta
District Court under No. 11/Leg/1999 dated July 12, 1999, and has been announced in the
Additional State Gazette No. 4414, State Gazette of the Republic of Indonesia ("BNRI") No. 59 dated
July 23, 1999.
The Articles of Association of the Company have undergone several amendments, with the most
recent amendment as stated in the Deed of Statement of Certain Resolutions of the Annual
General Meeting of Shareholders of PT Sumber Alfaria Trijaya Tbk. No. 44 dated May 16, 2024,
made before Sriwi Bawana Nawaksari, S.H., M.Kn., Notary in Tangerang Regency. This amendment
has been approved by the Minister of Law and Human Rights of the Republic of Indonesia based
on his letter No. AHU-0115180.AH.01.11.TAHUN 2024 dated June 11, 2024.
Business Activities and Domicile
The Company's business activities are in the retail trade sector through the minimarket format and
franchise services. The Company headquartered at Alfa Tower, 12th floor, Jl. Jalur Sutera Barat Kav.
7-9, Tangerang 15143.
Shareholders Composition
The shareholders composition of the Company as of March 31, 2025, based on data from
The Indonesia Central Securities Depository (KSEI), is as follows:
Nominal Value per Share Rp.10,-
Number of shares Nominal Value Percentage
(Rp) (%)
Issued & Paid Up Capital:
PT Sigmantara Alfindo 22,839,251,059 208,392,510,590 50.19
Public, under 5% each 20,685,250,641 206,852,506,410 49.81
Total Issued & Paid Up Capital: 41,524,501,700 415,245,017,000 100.00
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Management and Supervision
Based on the Deed of Statement of Certain Resolutions of the Annual General Meeting of
Shareholders of PT Sumber Alfaria Trijaya Tbk. No. 44 dated May 16, 2024, made before Sriwi
Bawana Nawaksari, S.H., M.Kn., Notary in Tangerang Regency, and the amendment having been
approved by the Minister of Law and Human Rights of the Republic of Indonesia as per his letter No.
AHU-0115180.AH.01.11.TAHUN 2024 dated June 11, 2024, the composition of the Board of
Commissioners and the Board of Directors of the Company is as follows:
Board of Commissioners
President Commissioner : Feny Djoko Susanto
Commissioner : Budiyanto Djoko Susanto
Independent Commissioner : Drs. Setyo Wasisto, S.H.
Independent Commissioner : Budi Setiyadi
Board of Directors
President Director : Anggara Hans Prawira
Director : Bambang Setyawan Djojo
Director : Tomin Widian
Director : Soeng Peter Suryadi
Director : Harryanto Susanto
Director : Solihin
2. MIDI
Brief History
MIDI was established under the name PT Midimart Utama based on the Notarial Deed of Frans
Elsius Muliawan, S.H., No. 37 dated June 28, 2007. The establishment deed was ratified by the
Minister of Law and Human Rights of the Republic of Indonesia based on Decision Letter No. W7-
08522 HT.01.01-TH.2007 dated July 31, 2007, and was published in the State Gazette of the
Republic of Indonesia No. 76, Supplement No. 9559 dated September 21, 2007. The Articles of
Association of MIDI have undergone several amendments, the latest being based on the Notarial
Deed of Sriwi Bawana Nawaksari, S.H., M.Kn., No. 96 dated August 25, 2023, in relation to the
amendment of Article 4 of the Articles of Association for the purpose of increasing the issued and
paid-up capital. The amendment to the Articles of Association was approved by the Ministry of Law
and Human Rights of the Republic of Indonesia based on the Receipt of Notification of Amendment
of the Articles of Association No. AHU-AH.01.03-0110354 dated August 28, 2023.
Business Activities and Domicile
MIDI's business activity is retail trading in the format of minimarkets and supermarkets. MIDI is
located at Alfa Tower, 12th floor, Jl. Jalur Sutera Barat Kav. 7-9, Tangerang 15143.
Shareholders Composition
The composition of MIDI shareholders as of March 31, 2025 is as follows:
Nominal Value per Share Rp.10,-
Number of shares Nominal Value Percentage
(Rp) (%)
Issued & Paid Up Capital:
PT Sumber Alfaria Trijaya Tbk 25,775,473,000 257,754,730,000 77.09
Rullyanto (Presiden Director) 142,100,000 1,421,000,000 0.42
Maria Theresia Velina Yulianti (Director) 75,400,000 754,000,000 0.23
Endang Mawarti (Director) 6,960,000 69,600,000 0.02
Public, under 5% each 7,435,361,800 74,353,618,000 22.24
Total Issued & Paid Up Capital 33,435,294,800 334,352,948,000 100.00
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Management and Supervision
Based on Deed No. 53 dated May 17, 2023, executed before Sriwi Bawana Nawaksari, S.H., M.Kn.,
Notary in Tangerang Regency, which has been received and recorded in the Ministry of Law and
Human Rights' Legal Entity Administration System in accordance with the Receipt of Notification of
Corporate Data Changes No. AHU-AH.01.09-0120252 dated May 24, 2023, the composition of the
Board of Commissioners and the Board of Directors of MIDI is as follows:
Board of Commissioners
President Commissioner : Budiyanto Djoko Susanto
Independent Commissioner : Eddy Supardi
Independent Commissioner : Boy Rafli Amar
Board of Directors
President Director : Rullyanto
Director : Maria Theresia Velina Yulianti
Director : Endang Mawarti
Director : Suantopo Po
Director : Afid Hermeily
3. LWS
Brief History
LWS was established based on the Notarial Deed of Veronika Farida Riswanti, S.H., M.Kn., No. 04
dated March 8, 2018. This establishment deed was ratified by the Minister of Law and Human Rights
of the Republic of Indonesia with Decision No. AHU-0013091.AH.01.01.Tahun 2018 dated March 12,
2018. The Articles of Association of LWS have undergone several amendments, the most recent
being based on the Deed made before Notary Devin Darian Charis, S.H., M.Kn., as a replacement for
Notary Charles Hermawan, S.H., No. 27 dated June 5, 2024. The amendment to the Articles of
Association was approved by the Ministry of Law and Human Rights of the Republic of Indonesia
based on Decision No. AHU-0033095.AH.01.02.Tahun 2024 dated June 5, 2024, and the Receipt of
Notification of Amendment of the Articles of Association No. AHU-AH.01.03-0132847 dated June 5,
2024.
Business Activities and Domicile
The business activities of LWS are retail trade and restaurants. LWS is located at Alfa Tower, 30th
floor, Jl. Jalur Sutera Barat Kav. 7-9, Tangerang 15143.
Composition of Shareholders
The composition of LWS shareholders before the Transaction is as follows:
Nominal Value per Share Rp.100,-
Number of shares Nominal Value Percentage
(Rp) (%)
Issued & Paid Up Capital:
PT Midi Utama Indonesia Tbk 1,484,855,160 148,485,516,000 70.00
PT Amanda Cipta Persada 431,381,738 43,138,173,800 20.34
PT Perkasa Internusa Mandiri 102,492,379 10,249,237,900 4.83
PT Cakrawala Mulia Prima 102,492,379 10,249,237,900 4.83
Total Issued & Paid Up Capital 2,121,221,656 212,122,165,600 100.00
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The capital structure and composition of LWS's shareholders after the Transaction are as follows:
Nominal Value per Share Rp.100,-
Number of shares Nominal Value Percentage
(Rp) (%)
Issued & Paid Up Capital:
PT Sumber Alfaria Trijaya Tbk 1,484,855,160 148,485,516,000 70.00
PT Amanda Cipta Persada 431,381,738 43,138,173,800 20.34
PT Perkasa Internusa Mandiri 102,492,379 10,249,237,900 4.83
PT Cakrawala Mulia Prima 102,492,379 10,249,237,900 4.83
Total Issued & Paid Up Capital 2,121,221,656 212,122,165,600 100.00
Management and Supervision
Based on Deed No. 22 dated July 11, 2023, executed before Veronika Farida Riswanti, S.H., M.Kn.,
Notary in Tangerang Regency, which has been received and recorded in the Ministry of Law and
Human Rights' Legal Entity Administration System in accordance with the Receipt of Notification
of Corporate Data Changes No. AHU-AH.01.09-0141792 dated July 20, 2023, the composition of
the Board of Commissioners and the Board of Directors of LWS is as follows:
Board of Commissioners
President Commissioner : Rullyanto
Commissioner : Doddy Surja Bajuadji
Commissioner : Drs. Sufyan Syarif
Board of Directors
President Director : Feny Djoko Susanto
Director : Adrianus Hery Muliawan Tanudjaja
Director : Getty Nurhalim
Director : Kristi Isla
Director : Meilany Hadiwidjaja
F. Nature of Affiliation Relationship of Parties Conducting Transactions
The transaction is an Affiliate Transaction as defined in POJK 42/2020, as indicated by:
1. Relationship between two companies controlled, either directly or indirectly, by the same party.
SA controls the Company with a 50.19% (fifty point nineteen percent) shareholding in the
Company, therefore SA indirectly controls MIDI.
2. Relationship between the company and the main shareholder. The Company is the main
shareholder of MIDI with a 77.09% (seventy-seven point zero nine percent) shareholding.
3. Relationship between two companies in which one or more members of the Board of Directors or
Board of Commissioners are the same. Mr. Budiyanto Djoko Susanto serves as a Commissioner of
the Company and the President Commissioner of MIDI.
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The following is the chart that illustrates the ownership structure of the Company's shares related to
the Transaction.
Before Transaction
SA
50,19%
SAT
77.09%
MIDI
70%
LWS
After Transaction
SA
50.19%
SAT
70% 77.09%
LWS MIDI
Notes:
(1) SA : PT Sigmantara Alfindo
(2) SAT : PT Sumber Alfaria Trijaya Tbk
(3) MIDI : PT Midi Utama Indonesia Tbk
(4) LWS : PT Lancar Wiguna Sejahtera
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II. EFFECT OF THE TRANSACTION ON THE CONSOLIDATED FINANCIAL CONDITION OF THE COMPANY
(PROFORMA)
Proforma Consolidated Financial Position Report of the Company (in Million Rupiah)
Description December 31, 2024 Transaction December 31, 2024
(Audited) (Proforma)
Current Assets 20,340,708 20,340,708
Non-Current Assets 18,457,674 18,457,674
Total Assets 38,798,382 38,798,382
Current Liabilities 19,468,528 19,468,528
Non-Current Liabilities 1,633,911 1,633,911
Total Liabilities 21,102,439 21,102,439
Total Equity 17,695,943 17,695,943
Total Liabilities And Equity 38,798,382 38,798,382
Proforma Consolidated Statement of Profit/Loss of the Company (in Million Rupiah)
Description December 31, 2024 Transaction December 31, 2024
(Audited) (Proforma)
Net Revenue 118,227,031 118,227,031
Gross Profit 25,365,481 25,365,481
Income From Operations 4,078,527 4,078,527
Income for the year 3,148,107 -37,862 3,110,245
attributable to: Owners of the
Parent Company
III. EXPLANATION, CONSIDERATIONS, AND REASONS FOR CONDUCTING AFFILIATED TRANSACTIONS
COMPARED TO TRANSACTIONS OF SIMILAR NATURE THAT ARE NOT CONDUCTED WITH AFFILIATED
PARTIES
The transaction is one of the strategic steps taken by the Company with a party affiliated with the
Company, where the Company has direct control over management and strategic decisions. If the
transaction is conducted with a third party not affiliated with the Company, there is a possibility that
it will reduce the level of control and could lead to integration and operational supervision issues,
which will impact the future implementation of LWS's operational activities.
IV. SUMMARY OF INDEPENDENT APPRAISER'S OPINION
The Company has appointed an independent appraiser registered with the OJK, namely KJPP SRR, as
an independent party to provide an opinion on the value of 70% of LWS shares and the fairness of the
Transaction.
KJPP SRR, which holds a business license from the Ministry of Finance No. 1056/KM.1/2009 dated
August 20, 2009, and is registered as a Capital Market Supporting Profession with OJK under the
Registered Capital Market Supporting Profession Certificate No. STTD.PPB-05/PJ-1/PM.02/2023 dated
June 8, 2023 (Property and Business Appraiser), has been appointed by the Company as an
independent appraiser to provide an opinion on the value of 70% of LWS shares and the fairness of
the Transaction.
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1. Summary of the Valuation Report
The following is a summary of the valuation report for 70% of LWS shares as stated in their report
No. 00125/2.0059-02/BS/05/0242/1/III/2025 dated March 26, 2025:
a. Parties Involved in the Transaction
The parties involved in the Transaction are the Company and MIDI.
b. Purpose and Objective of the Valuation
The purpose of the valuation of 70% of LWS shares is to provide an opinion on the market
value of 70% of LWS shares as of December 31, 2024, expressed in Indonesian Rupiah. The
valuation assignment of 70% of LWS shares is carried out to meet the Company's needs in
connection with the execution of the Transaction.
c. Assumptions and Limiting Conditions
The assumptions and limiting conditions used in this valuation are as follows:
i. The valuation report for 70% of LWS shares is a non-disclaimer opinion report.
ii. KJPP SRR has reviewed the documents used in the process of valuing 70% of LWS
shares.
iii. The data and information used in the valuation of 70% of LWS shares come from
reliable sources.
iv. KJPP SRR has used adjusted financial projections that reflect the reasonableness of the
financial projections made by the Company's management, with an understanding of
their feasibility (fiduciary duty).
v. KJPP SRR is responsible for carrying out the valuation and assessing the reasonableness
of the financial projections.
vi. KJPP SRR is responsible for preparing the valuation report for 70% of LWS shares.
vii. The valuation report for 70% of LWS shares is open to the public unless there is
confidential information that could affect the Company's operations.
viii. KJPP SRR is responsible for the valuation report of 70% of LWS shares and the final
value conclusion.
ix. KJPP SRR has obtained information regarding the legal status of LWS from the
Company.
d. Key Assumptions
The valuation does not take into account costs and taxes incurred due to the sale and
purchase, as stipulated in OJK Regulation No. 28/POJK.04/2021 dated December 28, 2021,
regarding the Valuation and Presentation of Property Valuation Reports in the Capital
Market (“POJK 28/2021”) and the Indonesian Appraisers' Code of Ethics & Indonesian
Valuation Standards 2018 (KEPI & SPI).
e. Object of the Valuation
The object of the valuation in this report is 70% of LWS shares.
f. Valuation Date
The valuation date is set as December 31, 2024. This date was selected based on
considerations of the interests and objectives of the valuation.
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g. Valuation Approach and Methods
The valuation approach used for 70% of LWS shares is the income-based approach, utilizing
the discounted cash flow (DCF) method, and the market-based approach, using the
guideline publicly traded company method.
The income approach with the discounted cash flow method is applied in the valuation of
70% of LWS shares, as the business activities of LWS in the future are expected to fluctuate
according to projections for the development of LWS's operations. In conducting the
valuation using this method, the operations of LWS are projected based on expectations of
the company's business growth. The future cash flows generated from the projections are
converted into value by calculating the total present value of those future cash flows.
The market approach with the guideline publicly traded company method is used in the
valuation of 70% of LWS shares because, although there is no information available on
similar companies listed on the stock exchange with equivalent scale and assets, it is
assumed that the available stock data of publicly traded companies can be used as
comparative data for the value of 70% of LWS shares. The values obtained from each
approach are then reconciled by applying a weighting to reach a conclusion on the value of
70% of LWS shares.
Therefore, the values obtained from each approach are reconciled by applying a weighting
to arrive at the final value for 70% of LWS shares. The weightings are 90% for the value of
70% of LWS shares derived from the discounted cash flow method and 10% for the value of
70% of LWS shares derived from the guideline publicly traded company method. The
applied weightings consider that the data and information used in the discounted cash flow
method, which is used to determine the value of 70% of LWS shares, are more reliable
compared to the data and information used in the guideline publicly traded company
method. This is because the value of 70% of LWS shares from the Company cannot be
precisely and completely compared with that of similar and equivalent companies.
h. Valuation Conclution
Based on the results of the independent appraisal by KJPP SRR, the market value of 70% of
LWS shares as of December 31, 2024, is IDR 211,096 million.
2. Fairness Opinion Report on Transactions
The Following is a summary of the fairness opinion report
No. 00131/2.0059-02/BS/05/0242/1/IV/2025 dated April 8, 2025, prepared by KJPP SRR
(“Fairness Opinion”) :
a. Parties Involved in the Transactions
The parties involved in the Transactions are the Company and MIDI.
b. Fairness Opinion Transaction Object
The object of the Fairness Opinion is the Company's purchase and transfer of 1,484,855,160
shares or equivalent to 70% of LWS shares from MIDI.
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c. Purpose of the Fairness Opinion
The Fairness Opinion is prepared with the purpose of providing an overview of the fairness
of the Transaction and to comply with the provisions of POJK 42/2020.
d. Limiting Conditions and Key Assumptions
The assumptions and limiting conditions used in this Fairness Opinion report are as follows:
i. The Fairness Opinion is a non-disclaimer opinion report.
ii. KJPP SRR has reviewed the documents used in the preparation of the Fairness Opinion.
iii. The data and information obtained are from sources deemed reliable in terms of
accuracy.
iv. The analysis in the preparation of the Fairness Opinion is based on adjusted financial
projections that reflect the reasonableness of the financial projections made by the
Company's management, considering their feasibility (fiduciary duty).
v. KJPP SRR is responsible for preparing the Fairness Opinion and assessing the
reasonableness of the financial projections.
vi. The Fairness Opinion is a report that is open to the public, except for confidential
information that may affect the Company's operations.
vii. KJPP SRR is responsible for the Fairness Opinion and its conclusions.
viii. KJPP SRR has obtained information regarding the terms and conditions in the
agreements related to the Transaction from the Company.
The Fairness Opinion is based on market conditions, economic conditions, general business
conditions, financial conditions, and government regulations as of the effective date of the
Fairness Opinion.
In preparing the Fairness Opinion, KJPP SRR also uses several other assumptions, such as
the fulfillment of all conditions and obligations of the Company and all parties involved in
the Transaction, that the Transaction is carried out in accordance with the procedures and
timeframes established in the documents related to the Transaction, and other matters as
informed by the Company's management, particularly in terms of the fulfillment of the
Company's obligations as outlined in the documents related to the Transaction. KJPP SRR
also assumes that no material changes will occur between the date of the Transaction and
the issuance of the Fairness Opinion that would affect the assumptions used in the
preparation of the Fairness Opinion.
e. Transaction Valuation Approaches and Procedures
In evaluating the fairness of the Transaction, KJPP SRR has conducted:
• Qualitative and Quantitative Analysis of the Transaction
The qualitative and quantitative analysis of the Transaction was performed by
reviewing the retail industry, which provides an overview of the industry's
performance development, analyzing the Company's operational activities and
business prospects, the reasons for conducting the Transaction, the benefits and risks
of the Transaction, and analyzing the Company’s historical financial performance
based on the Company’s audited financial statements for the years ending December
31, 2020 – 2024.
Further, KJPP SRR also conducted an analysis of the pro forma financial statements
and an incremental analysis of the Transaction. After the Transaction becomes
effective, the pro forma financial statements of the Company are expected to improve
the Company's financial performance and provide added value for all of the Company’s
shareholders.
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• Fairness Analysis of the Transaction
Based on the fairness analysis of the Transaction, which includes an analysis of the
fairness of the price and an analysis of the Transaction’s impact, it was concluded
that the Transaction price is fair because it is 5.04% lower than the market value of
the Transaction's object, which does not exceed the 7.5% threshold of the market
value of the Transaction’s object as stipulated by POJK 35/2020, Article 48. The
impact analysis of the Transaction concluded that the Transaction will provide
benefits to the Company’s shareholders.
f. Conclusion
Based on the fairness analysis of the Transaction, KJPP SRR concludes that the Transaction
is fair.
V. STATEMENT OF THE BOARD OF COMMISSIONERS AND DIRECTORS
The Board of Commissioners and the Board of Directors of the Company declare that the Transaction
is an Affiliate Transaction that does not involve any conflict of interest.
The Board of Commissioners and the Board of Directors of the Company declare that they have
thoroughly reviewed the available information regarding the Transaction as described in this
Disclosure and all material information concerning the Transaction has been disclosed in this
Disclosure, and such material information is true and not misleading. Furthermore, the Board of
Commissioners and the Board of Directors of the Company take full responsibility for the accuracy of
all information contained in this Disclosure.
The Board of Directors of the Company declares that this Transaction has undergone adequate
procedures to ensure that it is carried out in accordance with business practices in general. These
procedures involve comparing the terms and conditions of the Transaction with those of equivalent
transactions conducted between unrelated parties and ensuring compliance with the principle of fair
transactions (arm's-length principle).
VI. ADDITIONAL INFORMATION
If the shareholders of the Company require further information regarding the Transaction, they may
contact the Company at the following correspondence address:
PT SUMBER ALFARIA TRIJAYA Tbk.
Alfa Tower
Jalan Jalur Sutera Barat Kav. 9 Alam Sutera, Tangerang 15143 Indonesia
Phone : (021) 80821555
Faximile : (021) 80821556
Attn : Corporate Secretary : corsec@sat.co.id
Tangerang, April 9, 2025
Directors
13
Names mentioned 33 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×4
unresolved
org
KJPP SRR
p.2 ×20
unresolved
person
Gde Kertayasa
· Notaris
p.4
unresolved
org
Minister of Justice
p.4
unresolved
org
North Jakarta District Court
p.4
unresolved
person
Sriwi Bawana Nawaksari
· Notaris
p.4 ×6
unresolved
org
Minister of Law and Human Rights
p.4 ×4
unresolved
org
PT Midimart Utama
p.5
unresolved
person
Frans Elsius Muliawan
p.5
unresolved
org
Ministry of Law and Human Rights
p.5 ×2
unresolved
org
Ministry of Law
p.6 ×2
unresolved
person
Eddy Supardi
· Commissioner
p.6
unresolved
person
Boy Rafli Amar
· Commissioner
p.6
unresolved
person
Veronika Farida Riswanti
· Notaris
p.6 ×2
unresolved
person
Notary Devin Darian Charis
p.6
unresolved
person
Notary Charles Hermawan
p.6
unresolved
org
PT Perkasa Internusa Mandiri
p.6 ×2
unresolved
org
PT Cakrawala Mulia Prima
p.6 ×2
unresolved
org
Ministry of Finance
p.9
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
2691 ms
12 Sep 2026 22:52
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}