20250213_MERK_Rencana Transaksi Perubahan Kegiatan Usaha_31862363_lamp2.pdf

I.    INTRODUCTION

This Information Disclosure ("KI") is made to comply with the provisions of POJK No.17/202 which
requires the Company to announce the Disclosure of Information regarding the plan to add business
fields for shareholders from the time of the announcement of the Extraordinary General Meeting of
Shareholders ("EGMS") and submit this Information Disclosure at the time of the announcement of the
EGMS.


II.   BRIEF DESCRIPTION OF THE COMPANY

Brief History
PT Merck Tbk, domiciled in Indonesia and located on Jl. TB Simatupang No. 8, Pasar Rebo, East Jakarta,
was established in the context of foreign investment based on Law No. 1 of 1967 jo. Law No. 11 of
1970, with a notary deed Eliza Pondaag SH dated October 14, 1970 No. 29. This Deed was approved by
the Minister of Justice with No. J.A.5/173/6 dated December 28, 1970, and was promulgated in
Supplement No. 202 to State Gazette No. 34 dated April 27, 1971 (the "Deed of Incorporation"). The
Company's Articles of Association contained in the Deed of Establishment have subsequently been
amended several times and the last time amended based on the Deed of Statement of Resolution of the
Annual General Meeting of Shareholders of PT Merck Tbk No. 63 dated June 16, 2021. which was made
in the presence of Antonius Wahono Prawirodirjo, S.H., Notary in North Jakarta, which has been received
and recorded in the Legal Entity Administration System of the Ministry of Law and Human Rights of the
Republic of Indonesia No. AHU-AH.01.03-0428875 dated July 15, 2021.

Capital Structure and Composition of Shareholders
Based on the Register of Shareholders issued by the Company's Securities Administration Bureau, PT
EDI Indonesia ("BAE EDII"), the Company's capital structure and the composition of the Company's
Shareholders as of December 31, 2024 are as follows:


                 Shareholder                  Number of         Nominal Value            %
                                               Shares             IDR 000
       Merck Holding GmbH, Germany            331.483.000            16.574.150           73,99
       Other public shareholders              116.517.000             5.825.850           26,01
                                              448.000.000            22.400.000          100,00

Composition of the Board of Directors and Board of Commissioners of the Company
The following is the composition of the Board of Directors and the Board of Commissioners of the
Company on the date this KI is issued:

Board of Directors
President Director     : Evie Yulin
Director               : Bambang Nurcahyo
Director               : Arya Aritrish Teguh Sonanta Wasjuvidajat

Board of Commissioners
President Commissioner         : Tang From Lin
Independent Commissioner       : Parulian Simanjuntak


III. SUMMARY OF FEASIBILITY STUDY REGARDING THE PLAN TO ADD BUSINESS
    ACTIVITIES

To ensure the feasibility of the Plan to Add Business Activities, the Company has requested an
Independent Valuer registered with the OJK, namely the Public Valuation Service Office of Suwendho
Rinaldy and Partners ("KJPP SRR"), as an independent valuer to conduct a feasibility study on the Plan
to Add Business Activities. The valuer in charge of the feasibility study of the Plan to Add Business
Activities is Heribertus Eri Hestiyanto, MAPPI (Cert).

KJPP SRR states that it does not have any direct or indirect affiliation with the Company as defined in
the Capital Market Law ("UUPM").

The following is a summary of the feasibility study report No. 250213.001/SRR-JK/LP-S/MERK/EH dated
February 13, 2025 prepared by KJPP SRR ("Feasibility Study Report").

A. Purpose and Purpose

   The purpose of the feasibility study is to provide an opinion of the feasibility of the Plan to Add
   Business Activities in order to meet the provisions of POJK 17/2020. The object of the feasibility
   study is the Plan to Add Business Activities.

B. Cut Off Date of the Feasibility Study

   The cut off date for the feasibility study is September 30, 2024 with reference to the Company's
   financial statements for the nine-month period ended September 30, 2024 which have been audited
   by the Public Accounting Firm (KAP) Liana Ramona Xenia & Partners with a fair opinion that is the
   basis for the preparation of the feasibility study report.

C. Assumptions and Limiting Conditions

   In preparing the feasibility study, the SRR KJPP uses the following assumptions and limiting
   conditions:

   a) The feasibility study report of the Plan to Add Business Activities is a non-disclaimer opinion.

   b) KJPP SRR has conducted a review of the documents used in the preparation of the feasibility
      study.

   c)   The data and information obtained come from sources that can be trusted for accuracy.

   d) KJPP SRR uses adjusted financial projections that reflect the fairness of financial projections
      made by the Company.

   e) KJPP SRR is responsible for the implementation of the preparation of the feasibility study report
      and fairness of financial projections.

   f)   The feasibility study report is a report that is open to the public unless there is confidential
        information, which may affect the Company's operations.

   g) KJPP SRR is responsible for the feasibility study report, including the conclusions in the feasibility
      study report.

   h) KJPP SRR has obtained information on the terms and conditions in the agreements related to
      the plan to add business activities.

D. Methods and Procedures for Preparing Feasibility Study Report

   In providing an opinion on the feasibility of the Plan to Add Business Activities, KJPP SRR conducts
   an analysis of the following factors:

   1.   Analysis of market feasibility.
   2.   Analysis of technical feasibility.
   3.   Analysis of business model feasibility.
   4.   Analysis of management model feasibility.
   5.   Analysis of financial feasibility.

E. Summary of Feasibility Study Results

     The following is a summary of the feasibility study report:

     a) Analysis of Market Feasibility
        Considering the market potential and the condition of the growing Indonesian economy, the
        Plan to Add Business Activities is feasible to be implemented in market terms.

     b) Analysis of Technical Feasibility
        Considering the facilities provided by the Company, the Plan to Add Business Activities is feasible
        to be implemented in technical terms.

     c)   Analysis of Business Model Feasibility
          Considering the business model that will be implemented by the Company in the Plan to Add
          Business Activities, the Plan to Add Business Activities is feasible to be implemented in terms of
          business model.

     d) Analysis of Management Model Feasibility
        The Company's current organizational structure has supported the company's work operations
        in the Plan to Add Business Activities and the Plan to Add Business Activities is feasible to be
        implemented in management model terms.

     e) Analysis of Financial Feasibility
        The approach used in analyzing the financial feasibility of the Plan to Add Business Activities is
        an income-based approach using the discounted cash flow (DCF) method, which refers to the
        net present value (NPV), internal rate of return (IRR), and payback period, where the Plan to
        Add Business Activities is said to be feasible or profitable if:

          - NPV positive.
          - IRR is greater than the discount rate (the discount rate used is 9.33%).
          - Payback period faster than the projection period (the projection period used is 5 years and 3
            months).

          From the results of the financial feasibility analysis, the Plan to Add Business Activities is feasible
          to be implemented, with an NPV of IDR 64.13 billion, an IRR of 39.89%, and a payback period
          of 4 years and 1 month.

F. Conclusion

     Based on the results of the analysis of all data and information related to the Plan to Add Business
     Activities that has been received and by considering all relevant factors, KJPP SRR is of the opinion
     that the Plan to Add Business Activities is feasible. This can be seen from the value of the investment
     criteria, namely NPV of IDR 64.13 billion, IRR of 39.89%, and payback period of 4 years and 1
     month.


IV. AVAILABILITY OF EXPERTS IN CONNECTION WITH THE PLAN TO ADD BUSINESS
      ACTIVITIES

In the plan to add new business activities, namely the production of chemical goods for diagnostic and
laboratory purposes, the Company has the potential to utilize production facilities as a contract
manufacturer. The company already has adequate expert resources, namely the production team and
Quality Control from the Plant division. The company will also allocate training costs for experts.




V.    EXPLANATION, CONSIDERATION, AND REASONS FOR THE ADDITION OF BUSINESS
      ACTIVITIES

Departing from the Merck Group's vision to continue to drive new inventions that improve the quality of
human life, we face the challenge of proving our resilience in the midst of industry dynamics.

The prescription drug products that we have chosen as excellence are innovative and long-term oriented
in improving the quality of life of patients, as well as having a positive impact on stakeholders. This is
the right choice, considering the data on health developments in Indonesia that shows an increase in
awareness of symptoms related to our health products, such as oncology, cardio, infertility, and
metabolic (diabetes and thyroid disorders).

This forward-looking look requires endurance and hard work to explore possible product portfolio
adjustments, which are still in line with the Merck Group's strategy. This is especially important because
by the end of 2025, some of the contracts with Procter & Gambler (P&G) for the production of consumer
health products, especially liquid products, will expire, while solid products will continue until June 2027.
We recognize that this change is necessary to anticipate a decline in production quantities in the
following years which has the potential to pose a risk of asset value adjustment that must be carefully
managed.

In accordance with Law 40/2007 and the Company's Articles of Association, the Board of Directors has
full responsibility in managing and managing the Company for the benefit of the Company in good faith.
Therefore, we need to look for opportunities to maximize the utilization of production facilities in Pasar
Rebo to produce other products under a contract manufacturing model, with the current focus on
chemical goods for diagnostic and laboratory purposes.

The plan to hold the EGMS to obtain the approval of the Company's shareholders for the addition of the
Company's business fields is part of the Company's efforts to prepare and anticipate to be able to
immediately carry out the application process for obtaining permits from the relevant authorities which
will later be needed to start the operation of new business activities which can take a long time, such
as adding a new KBLI in the Company's Business Identification Number (NIB), Environmental Impact
Analysis (EIA) permits, Standard Certificates, import permits related to raw materials and other
necessary permits. Thus, when the production potential arises, the Company will be ready to seize the
opportunity.

We believe this step is part of the right strategy to support the sustainability of our efforts, which have
been and will always support patients in Indonesia.


VI. EXPLANATION OF THE EFFECT OF ADDITIONAL BUSINESS ACTIVITIES ON THE
     COMPANY'S FINANCIAL CONDITION

The Company plans to add additional business fields based on the 2020 Indonesian Standard
Classification of Business Fields (KBLI) with KBLI number 20299, namely the Other Chemical Goods
Industry YTDL (which is not included in Others). Based on the results of the analysis of financial
projections, the addition of this business field will provide added value to the Company and the
Company's Shareholders.


VII. INFORMATION ON THE IMPLEMENTATION OF THE EGMS

To obtain the approval of the GMS for the plan to Add Main Business Activities, the Company will hold
an EGMS on Monday, March 24, 2025, at 09.00 WIB, at the Company's Office.

The agenda of the EGMS is the Feasibility Study Report on the Addition of the Company's Business
Activities, and the Approval of the Addition of the Company's Business Fields that Result in Amendments
to Article 3 of the Company's Articles of Association concerning the Purpose and Objectives and Business
Activities of the Company.

In accordance with Provisions No.15/POJK.04/2020 concerning the Plan and Implementation of the
General Meeting of Shareholders of Public Companies and No.16/POJK.04/2020 concerning the
Implementation of the General Meeting of Shareholders of Public Companies Electronically, the Company
will also use the eASY.KSEI system provided by KSEI as the e-GMS Provider appointed by the OJK.

Shareholders who are entitled to attend the Meeting are given the opportunity to give their power of
attorney to attend and vote electronically and to attend using the KSEI Electronic General Meeting
System (eASY.KSEI) application provided by KSEI as a mechanism for granting power of attorney
electronically in the implementation of the e-GMS.


VIII. STATEMENT OF THE BOARD OF DIRECTORS

The Board of Commissioners and the Board of Directors hereby declare that all material information
disclosed in this information disclosure is true and accountable, and there is no other additional
information that has not been disclosed so that this statement may be incorrect or misleading.


IV. ADDITIONAL INFORMATION

If the Company's Shareholders need further information regarding the Plan to Add Business Activities,
please contact the Company via:

                                            Corporate Secretary
                                                PT Merck Tbk
                                             Phone: 021 28565600
                                      Email: contact.id@merckgroup.com