20250212_DFAM_Pengumuman RUPS_31861822_lamp10.pdf

DEFINITIONS AND ABBREVIATIONS
BMI | PT. Bank Maybank Indonesia Tbk, Semarang Branch Office as Creditor
DMI : | PT. Dafam Mambo International, a limited liability company with the status of
a closed company operating in the hospitality business, domiciled in
Semarang, was established and operated under the laws of the Republic of

Indonesia.

FSD 2 | F. Soleh Dahlan atau disebut Ferdinandus Soleh Dahlan, merupakan Komisaris
Utama dari PT. Dafam Property Indonesia Tbk.

GA 1 | Gideon Adi & Rekan

KR 1 | Kusnanto & Rekan

KAP | Public accounting firm

KJPP : | Public Appraisal Services Office, an independent appraiser that issues
appraisal reports and fairness opinions related to the proposed transaction.

Disclosure of information | : | This disclosure of information is announced by the Company to its

shareholders and the public to comply with the provisions of POJK No.
17/2020 and POJK No.42/2020.

Interim Financial Report | : | The Company's Consolidated Financial Report as of 31 October 2024, which
as of October 31, 2024 was reviewed on a limited basis by the Public Accounting Firm Gideon Adi and
which was reviewed on a Partners.

limited basis

Company : | PT Dafam Property Indonesia Tbk, a public limited company established and
subject to the laws of the Republic of Indonesia, is domiciled in Semarang.

Controlled Company : | Companies controlled either directly or indirectly by a Public Company.

POJK No. 42/2020 1 | OJK Regulation no. 42/POJK.04/2020 concerning Affiliate Transactions and
Conflict of Interest Transactions

POJK No. 17/2020 » | OJK Regulation no. 17/POJK.04/2020 concerning Material Transactions and
Changes in Business Activities

RUPSLB : | Extraordinary General Meeting of Shareholders.

INTRODUCTION

In order to comply with the provisions of POJK No.42/2020 and POJK No.17/2020, the Company hereby
announces this disclosure of information with the aim of providing information to the Company's shareholders
regarding the planned transaction to provide loan facilities by FSD to DMI (controlled company) amounting to
IDR 40,000,000,000 (forty billion rupiah) ("Transaction"), as further stated in this Disclosure of Information.

The transaction is an affiliate transaction based on the provisions of Article 1 paragraph 3 POJK No.42/2020
because FSD is the President Commissioner of the Company and has indirect share participation in the Company.
This transaction does not contain any conflict of interest.

This transaction is also a material transaction as referred to in Article 3 paragraph 1 and meets the criteria of
Article 6 paragraph 1 letter d.1 POJK No.17/2020, because the implementation of the above transaction has a
value of more than 5096 (fifty percent) of the Company's eguity based on the Company's Consolidated Financial
Report dated December 31, 2023, which was audited by the Heliantono and Rekan Public Accounting Firm, which
is egual to Rp.38,211,348,943,-

Because this transaction is a material and affiliated transaction, it is mandatory to use an appraiser to determine
the fairness of the transaction. For this purpose, the Company has appointed an independent appraiser and has
received a fairness opinion for the Transaction based on the Fairness Opinion Report from the Kusnanto and
Partners Public Appraisal Services Office ("KJPP KR"), No. 00007/2.0162-00/BS/03/0153/1/11/2025 dated
February 10, 2025 (“Assessment Report”).

The company is obliged to submit information disclosure and related documents at the same time as the GMS
announcement, and first obtain approval from independent shareholders at the GMS. The EGMS will be held on
March 21, 2025.

II. DESCRIPTION OF THE TRANSACTION

DMI plans to obtain a loan facility from FSD amounting to IDR 40,000,000,000 (forty billion rupiah) to pay off
DMI's debt to BMI. The provision of loan facilities will be referred to as the (“Transaction”).

In connection with this, the following are the details of the transaction:

A. Transaction Object
In connection with the Transaction, FSD and DMI entered into a Loan Agreement with a maximum amount
of IDR 40,000,000,000 (forty billion) for the purpose of repayment of DMI's debt to BMI. (“Loan
Agreement”).
The loan will bear interest on the principal amount owed at 7.59 (seven point five percent) per year,
starting from the date the loan is disbursed until the principal amount is repaid in full.

B. Parties Conducting Transactions and the Nature of Affiliate Relationships of Parties Conducting
Transactions with the Company
1. Pihak Yang Melakukan Transaksi
FSD is the lender, and DMI is the loan recipient based on the Loan Agreement.
DMI is a limited liability company with closed company status, which operates in the hotel business
sector, domiciled in Semarang, established and operated under the Iaws of the Republic of Indonesia.
DMI operates a 4-star hotel, located on Jl. Imam Bonjol No. 188, Semarang.

2. Nature of the Affiliate Relationship Between the Parties in Transactions with the Company.
The nature of the affiliate relationship between FSD, DMI and the Company is as follows:
a. FSD is the President Commissioner of the Company, and also has indirect share participation in the
Company.
b. DMI is a controlled company of the Company, where the Company has direct control of 99.604.
C. Terms of the Loan Facility Agreement
Loan Interest
Loan interest is 7,596 (seven point five percent) per year
2. Things that DMI is prohibited from doing without prior approval from FSD

DMI is prohibited without prior approval from FSD from carrying out actions including the following:

(i) Carrying out a business combination (merger) with another business entity, business consolidation
(consolidation) with another business entity and takeover (acguisition) of shares in another
business entity.

(ii) Submit an application to be declared bankrupt by the Commercial Court or apply to the Commercial
Court for a postponement of debt payments, carry out dissolution or liguidation based on the
Decision of the General Meeting of Shareholders.

(iii) Changing the capital structure of the Second Party, including withdrawing paid-in capital and
temporary participation capital, except for increases in capital originating from retained earnings
or the issuance of new shares or deposits from shareholders.

(iv) Submit a new debt reguest to a bank or other financial institution.

3

1. EXPLANATION, CONSIDERATIONS AND REASONS FOR THE TRANSACTION AND THE
EFFECT OF THE TRANSACTION ON THE COMPANY'S FINANGI ONDITION

A.  Transaction Considerations and Reasons
The provision of loan facilities by FSD to DMI is intended as working capital, where the loan facilities are
used to pay off DMI's loans to BMI.

B. Effect of Transactions on the Company's Financial Condition
The following is the Company's pro forma consolidated financial information as of October 31, 2024 which
has been prepared by KAP Gideon and partners based on the applicable criteria as explained below with
the aim of fulfiling the provisions in OJK Regulation NO.17/2020 ("Pro Forma Consolidated Financial
Information"). This pro forma consolidated financial information: (i) is presented based on currently
available information, estimates and assumptions that are believed to be reasonable, (ii) is intended to

illustrate the impact of loan transactions on the Company's unadjusted consolidated financial information,
as if the implementation of the planned transaction had occurred on October 31, 2024, and (iii) does not
reflect all decisions taken by the Company after completion of the transaction.

The table below shows an overview of the financial condition of the Company and its subsidiaries as of
October 31, 2024 before and after carrying out the Transaction:

PT DAFAM PROPERTY INDONESIA Tbk DAN ENTITAS ANAK LAPORAN
POSISI KEUANGAN KONSOLIDASIAN PROFORMA (lanjutan)
31 Oktober, 2024
(Disajikan dalam Rupiah, kecuali dinyatakan lain)

Historis Penyesuaian Proforma

ASET
ASET LANCAR
Kas dan bank 4.388.177.958 - 4.388.177.958
Piutang usaha 2.419.698.500 - 2.419.698.500
Piutang lain-lain

Pihak berelasi 6.692.794.393 5 6.692.794.393
Persediaan 70.425.053.261 - 70.425.053.261
Pajak dibayar dimuka 6.546.563 - 6.546.563
Biaya dibayar di muka dan uang muka 1.368.505.584 - 1.368.505.584
Jumlah Aset Lancar 85.300.776.259 - 85.300.776.259
ASET TIDAK LANCAR
Aset tetap - bersih 115.688.370.853 - 115.688.370.853
Aset hak guna usaha - bersih 97.753.401 - 97.753.401
Properti investasi - bersih 32.726.670.766 # 32.726.670.766
Aset pajak tangguhan 6.993.456.233 (1.471.923.640) 5.521.532.593
Investasi saham 1.500.000.000 - 1.500.000.000
Goodwill 561.785.793 - 561.785.793
Jumlah Aset Tidak Lancar 157.568.037.046 (1.471.923.640) 156.096.113.406

JUMLAH ASET 242.868.813.305 (1.471.923.640) 241.396.889.665

PT DAFAM PROPERTY INDONESIA Tbk DAN ENTITAS ANAK
LAPORAN LABA RUGI DAN PENGHASILAN KOMPREHENSIF LAIN KONSOLIDASIAN PROFORMA

Untuk Tahun Yang Berakhir Pada Tanggal 31 Oktober 2024
(Disajikan dalam Rupiah, kecuali dinyatakan lain)

LIABILITAS DAN EKUITAS

LIABILITAS

LIABILITAS JANGKA PENDEK

Utang usaha

Utang lain-lain

Beban masih harus dibayar

Utang pihak berelasi

Pendapatan diterima di muka

Uang muka penjualan

Utang pajak

Deposit tamu

Penyisihan untuk pergantian perabotan
dan peralatan hotel

Penghasilan ditangguhkan

Liabilitas jangka panjang yang jatuh
tempo dalam waktu satu tahun:
Utang bank
Utang pembiayaan konsumen

Jumlah Liabilitas Jangka Pendek

LIABILITAS JANGKA PANJANG
Liabilitas jangka panjang setelah
dikurangi bagian yang jatuh tempo
dalam waktu satu tahun:
Utang bank
Utang pembiayaan konsumen
Liabilitas diestimasi atas
imbalan kerja karyawan

Jumlah Liabilitas Jangka Panjang
JUMLAH LIABILITAS

EKUITAS
Ekuitas Yang Dapat Diatribusikan
Kepada Pemilik Entitas Induk

Modal saham

Tambahan modal disetor

Selisih transaksi kepentingan non
Pengendali

Defisit

Jumlah Ekuitas Yang Dapat
Diatribusikan Kepada Pemilik
Entitas Induk

Kepentingan non-pengendali
JUMLAH EKUITAS
JUMLAH LIABILITAS DAN EKUITAS

Historis

Penyesuaian

Proforma

1.553.850.395

1.553.850.395

890.479.617 z 890.479.617
41.070.568.916 (9.911.273.371) 31.159.295.545
9.355.367.505 40.000.000.000 49.355.367.505
743.955.000 - 743.955.000
4.906.345.745 s 4.906.345.745
2.497.167.791 s 2.497.167.791
486.356.130 1 486.356.130
1.195.935.393 5 1.195.935.393
974.015.102 21 974.015.102
14.629.022.181 (3.310.126.923) 11.318.895.258
137.963.643 - 137.963.643
78.441.027.418 26.778.599.706 105.219.627.124

132.657.710.746
17.996.032

7.586.171.398

(33.469.061.114)

99.188.649.632
17.996.032

7.586.171.398

140.261.878.176 (33.469.061.114) 106.792.817.062
218.702.905.594 (6.690.461.408) 212.012.444.186
189.985.285.000 - 189.985.285.000
(85.238.317.415) - (85.238.317.415)
(11.011.706.148) - (11.011.706.148)
(67.396.910.579) 5.197.772.336 (62.199.138.243)
26.338.350.858 5.197.772.336 31.536.123.194

(2.172.443.147)
24.165.907.711
242.868.813.305

20.765.432

(2.151.677.715)

5.218.537.768

29.384.445.479

(1.471.923.640)

241.396.889.665

PENDAPATAN BERSIH
BEBAN POKOK PENDAPATAN
LABA KOTOR

Beban penjualan
Beban umum dan administrasi
Beban lain-lain — bersih

RUGI SEBELUM PAJAK PENGHASILAN

MANFAAT (BEBAN) PAJAK PENGHASILAN

Kini
Tangguhan

BEBAN PAJAK PENGHASILAN
RUGI BERSIH TAHUN BERJALAN

PENGHASILAN KOMPREHENSIF LAIN
Pos yang tidak akan direklasifikasi ke
laba rugi
Pengukuran kembali liabilitas imbalan
Kerja karyawan
Pajak penghasilan terkait

JUMLAH RUGI KOMPREHENSIF
TAHUN BERJALAN

Rugi bersih yang dapat
diatribusikan kepada:
Pemilik entitas induk
Kepentingan non-pengendali

Jumlah

Rugi komprehensif yang dapat
diatribusikan kepada:
Pemilik entitas induk
Kepentingan non-pengendali

Jumlah

Historis
51.575.968.519

(25.051.535.599)

Penyesuaian

Proforma

51.575.968.519
(25.051.535.599)

26.524.432.920 - 26.524.432.920
(1.434.459.622) - (1.434.459.622)
(26.613.565.881) - (26.613.565.881)
(1.392.681.852) 6.690.461.408 (4.702.220.444)
(12.916.274.435) 6.690.461.408 (6.225.813.027)
(166.414.159) 2 (166.414.159)
1.013.227.648 (1.471.923.640) (458.695.992)
846.813.489 5.218.537.768 846.813.489
(12.069.460.946) 5.218.537.768 (6.850.923.178)
(2.265.530.739) - (2.265.530.739)
289.550.453 - 289.550.453
(14.045.441.232) 5.218.537.768 (8.826.903.464)
(1.985.189.063) 5.197.772.336 (6.787.416.727)
(84.271.883) 20.765.432 .506.451
——l12.069.480.946) . ”” 5.218.537.768 . (6.850.923.178)
(13.952.096.009) 5.197.772.336 (8.754.323.673)
(93.345.223) 20.765.432 (72.579.701)
——14,045.441.232) . — 5.218.537.768 . — (8,826,903,464)

IMARY

APPRAISAL REPORT

KJPP KR as the official KJPP based on Minister of Finance Decree No. 2.19.0162 dated 15 July 2019 and registered
asa capital market supporting professional services office at the OJK with Capital Market Supporting Professional
Registration Certificate from the OJK No. STTD.PB-01/PJ-1/PM.223/2023 (business appraiser), has been
appointed by the Company's management to provide a fairness opinion on the Transaction in accordance with
assignment letter No. KR/241216-003 dated 16 December 2024 which has been approved by the Company's
management.

The following is a summary of the fairness opinion report on the Transaction as stated in the report No.
00007/2.0162-00/BS/03/0153/1/11/2025 dated February 10, 2025:

a.  Transaction Parties
The parties involved in the Transaction are FSD and DMI.
b. Object of Fairness Opinion Transaction

The object of the transaction in the Fairness Opinion on the Transaction is a transaction in which DMI plans
to obtain a loan facility from FSD with a maximum of IDR 40,000,000,000,- with an interest rate of 7.596 per
year starting on February 10, 2025 and will end on February 9, 2035 and can be extended or terminated
according to the agreement of the parties.

C. Date of Fairness Opinion

The fairness opinion on the Transaction in the fairness opinion report is calculated on the date
October 31, 2024. This date was chosen based on consideration of interests and the purpose of the fairness
opinion analysis on the Transaction.

d. The Meaning and Purpose of Fairness Opinions

The purpose and objective of preparing a fairness opinion report on the Transaction is to provide an
Overview to the Company's Directors regarding the fairness of the Transaction from a financial aspect and
to comply with applicable regulations, namely POJK No.42/2020 and POJK No.17/2020.

This fairness opinion was prepared in accordance with the provisions of the OJK Regulations
No.35/POJK.04/2020 concerning "Assessment and Presentation of Business Assessment Reports in the
Capital Market" dated May 25, 2020 and 2018 Indonesian Assessment Standards, Revised Edition SPI300,
SPI310, SPI320, SP/330.

e. Limiting Conditions and Basic Assumptions

The analysis of the fairness opinion on the Transaction is prepared using the data and information as
disclosed above, which data and information have been reviewed by KJPP KR. In carrying out the analysis,
KJPP KR relies on the accuracy, reliability and completeness of all financial information, information on the
Company's legal status and other information provided to KJPP KR by the Company or which is generally
available and KJPP KR is not responsible for the correctness of such information. Any changes to the data
and information can materially affect the final outcome of KJPP KR's opinion. KJPP KR also relies on
assurances from the Company's management that they do not know the facts that cause the information
provided to KJPP KR to be incomplete or misleading. Therefore, KJPP KR is not responsible for changes to
the conclusions of KJPP KR's fairness opinion due to changes in data and information.

Projections of the Company's consolidated financial statements before and after the Transaction are
prepared by the Company's management. KJPP KR has reviewed the projected financial statements and the
projected financial statements have described the operational conditions and performance of the Company.

In general, there are no significant adjustments that KJPP KR needs to make to the Company's performance
targets.

KJPP KR does not carry out inspections of the Company's fixed assets or facilities. Apart from that, KJPP KR
also does not provide an opinion on the tax impact of the Transaction. The services that KJPP KR provides
to the Company in connection with the Transaction are only the provision of a fairness opinion on the
Transaction and not accounting, audit or tax services. KJPP KR did not conduct research on the validity of
the Transaction from a legal aspect and tax implications. The fairness opinion on the Transaction is only
reviewed from an economic and financial perspective. The fairness opinion report on the Transaction is of
a nature non-disclaimer opinion and is a report that is open to the public unless there is confidential
information that could affect the Company's operations. Furthermore, KJPP KR has also obtained
information on the legal status of the Company and DMI based on the articles of association of the Company
and DMI.

KJPP KR's work related to Transactions does not constitute and cannot be interpreted as in any form, a
review or audit, or the implementation of certain procedures on financial information. Nor should such work
be intended to reveal weaknesses in internal controls, errors or irregularities in financial statements, or
violations of law. In addition, KJPP KR does not have the authority and is not in a position to obtain and
analyze other forms of transactions outside the existing Transactions that may be available to the Company
and the impact of these transactions on the Transactions.

This fairness opinion was prepared based on market and economic conditions, general business and
financial conditions, as well as Government regulations related to the Transaction on the date this fairness
opinion was issued.

In preparing this fairness opinion, KJPP KR used several assumptions, such as the fulfillment of all conditions
and obligations of the Company and all parties involved in the Transaction. Transactions will be carried out
as described in accordance with the specified time period and the accuracy of information regarding the
Transaction disclosed by the Company's management.

This fairness opinion must be viewed as a single unit and the use of part of the analysis and information
without considering the other information and analysis as a whole can lead to misleading views and
conclusions regarding the process underlying the fairness opinion. Preparing a fairness opinion is a complex
process and may not be possible through incomplete analysis.

KJPP KR also assumes that from the date of issuance of the fairness opinion until the date of this Transaction,
no changes have occurred that have a material effect on the assumptions used in preparing this fairness
opinion. KJPP KR is not responsible for reaffirming or supplementing, updating KJPP KR's opinion due to
changes in assumptions and conditions, as well as events that occur after the date of this report. The
calculations and analysis in order to provide a fairness opinion have been carried out correctly and KJPP KR
is responsible for the fairness opinion report.

The conclusion of this fairness opinion applies if there are no changes that have a material impact on the
Transaction. These changes include, but are not limited to, changes in conditions both internal to the
Company and externally, namely market and economic conditions, general business, trade and financial
conditions, as well as Indonesian government regulations and other related regulations after the date this
fairness opinion report was issued. If after the date this fairness opinion report is issued the above changes
occur, then the fairness opinion on the Transaction may be different.

Approach and Procedure for Fairness Opinions on Transactions

In evaluating the fairness opinion on this Transaction, KJPP KR has carried out an analysis using the fairness
opinion approach and procedures on the Transaction from the following matters:

@ Analysis of Transactions,

# Oualitative and guantitative analysis of Transactions: And

» Analysis of thefairness of the Transaction.

8. Conclution

Based on the scope of work, assumptions, data and information obtained from the Company's management
used in preparing this report, reviewing the financial impact of the Transaction as disclosed in this fairness
opinion report, KJPP KR is of the opinion that the Transaction is “reasonable”.

ATEMENT OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS

The Company's Directors and Board of Commissioners stated the following:

1. All material information has been disclosed in this Disclosure of Information, and the information is not
misleading,

2. Transactions are material transactions as referred to in POJK No.17/2020

3. Thetransaction is an affiliate transaction as referred to in POJK No.42/2020

4. This transaction does not contain an element of conflict of interest as intended in POJK No.42/2020

1. ADDITIONAL INFORMATION

To obtain information relating to the Transaction, the Company's shareholders can submit it to the Company's
Corporate Secretary, on any day and working hours of the Company at the address below:

PT DAFAM PROPERTY INDONESIA TBK

Head Office :
Jalan Raung No.15, Semarang - 50232

Telepon: #62 24 8312735
www.dafamproperty.com
corporate@dafamproperty.com

Semarang, February 12, 2025
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