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INFORMATION DISCLOSURE
AFFILIATE TRANSACTION
IN COMPLIANCE TO THE REGULATION OF THE FINANCIAL SERVICES AUTHORITY
NO. 42/POJK.04/2020
ON AFFILIATE TRANSACTION AND CONFLICTS OF INTEREST TRANSACTION
THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF THE COMPANY, EITHER INDIVIDUALLY OR JOINTLY,
ARE FULLY RESPONSIBLE FOR THE ACCURACY AND COMPLETENESS OF THE INFORMATION AS DISCLOSED HEREIN AND
AFTER CONDUCTING THOROUGH RESEARCH, HEREBY CONFIRM THAT THE INFORMATION CONTAINED IN THIS
INFORMATION DISCLOSURE IS TRUE AND THAT THERE ARE NO MATERIAL AND RELEVANT FACT THAT ARE NOT
DISCLOSED OR OMITTED THAT CAUSE THE INFORMATION PROVIDED IN THIS INFORMATION TO BE DISCLOSED THE
DISCLOSURE OF THIS INFORMATION IS UNTRUE AND/OR MISLEADING.
PT Wintermar Offshore Marine Tbk
("Company")
Business Activities:
Domestic shipping and its supporting activities
Focusing on supporting vessels for offshore activities
for the oil and gas industry
Based in West Jakarta, Indonesia
Office:
Jl. Kebayoran Lama No. 155, West Jakarta, Indonesia
Phone +62-21-5305201/2, Fax. +62-21-5305203
Email: investor_relations@wintermar.com
Website: www.wintermar.com
This Information Disclosure relates to (i) the purchase of 52.5% (fifty-two point five percent) of the shares in Fast Offshore
Supply Pte Ltd, domiciled in Singapore ("FOS") from Seacoral Maritime Pte Ltd ("SM") and (ii) the purchase of 49% (forty-nine
percent) of the shares in PT Fast Offshore Indonesia, domiciled in Indonesia ("FOI") from FOS. Thus, after the purchase of these
shares, the Company's share ownership in FOS which was originally 47.5% (forty-seven point five percent) increased to 100%
(one hundred percent) and the Company's direct share ownership in FOI which was originally 51% (fifty-one percent) increased
to 100% (one hundred percent) directly and indirectly, therefore the Company may fully consolidate the income and profits
from FOS and FOI. The transaction value is USD 26,000,000 (twenty-six million United States Dollars) for the purchase of FOS
shares and USD 7,000,000 (seven million United States Dollars) for the purchase of FOI shares, with a total value of USD
33,000,000 (thirty-three million United States Dollars), therefore the transaction value does not reach the value of material
transactions as referred to in the Regulation of Financial Services Authority No. 17/POJK.4/2020 concerning Material
Transactions and Changes in Business Activities.
The transaction of the purchase of FOS shares from SM ("Purchase of FOS Shares") and the purchase of FOI shares from FOS
("Purchase of FOI Shares") are affiliate transactions because the Company, SM, FOS, and FOI have similarities in ownership
and management, as referred to in the Regulation of Financial Services Authority No. 42/POJK.04/2020 concerning Affiliate
Transactions and Conflicts of Interest Transactions ("POJK No. 42/2020"), which must be reported to the Financial Services
Authority and announced to the public through the Indonesia Stock Exchange and the Company's website, no later than 2 (two)
working days after the transaction occurs. Based on the Report of Fairness Opinion issued by independent appraisal firm, KJPP
Tri, Santi, and Partners (“KJPP TSR”) dated 17 June 2026, the transaction value is considered Fair. Furthermore, directors with
conflict of interest abstained from voting on this transaction.
The Board of Commissioners and the Board of Directors of the Company hereby declare that the affiliate transaction as
referred herein does not contain a conflict of interest as referred to in POJK No. 42/2020.
This information disclosure issued in Jakarta, 22 June 2026
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DESCRIPTION OF THE TRANSACTION
1. Object of Transaction
On 19 June 2026, the Company signed a sale and purchase agreement with Seacoral Maritime
Pte Ltd ("SM") domiciled in Singapore, for the purchase of 18,859,769 (eighteen million eight
hundred fifty-nine thousand seven hundred and sixty-nine) shares or 52.5% (fifty-two point five
percent) of all issued shares in Fast Offshore Supply Pte Ltd ("FOS"). Subsequent to the
transaction, the Company’s ownership in FOS has increased from 47.5% (forty-seven point five
percent) to 100% (one hundred percent), allowing FOS to be fully consolidated into the Company.
On 19 June 2026, the Company also signed a sale and purchase agreement to purchase a total of
22,295 (twenty-two thousand two hundred ninety-five) shares or 49% (forty-nine percent) of all
issued shares in PT Fast Offshore Indonesia ("FOI") from FOS. Subsequent to the transaction, the
Company’s direct ownership of FOI has increased from 51% (fifty-one percent) to 100% (one
hundred percent) directly and indirectly, thus FOI is fully Indonesian owned.
The transaction of the purchase of FOS shares from SM ("Purchase of FOS Shares") and the
purchase of FOI shares from FOS ("Purchase of FOI Shares") are affiliate transactions because
the Company, SM, FOS, and FOI have similarities in ownership and management, as referred to
in the Regulation of Financial Services Authority No. 42/POJK.04/2020 concerning Affiliate
Transaction and Conflicts of Interest Transaction ("POJK No. 42/2020"), which must be reported
to the Financial Services Authority and announced to the public through Indonesia Stock
Exchange and the Company's website, no later than 2 (two) working days after the transaction
occurs.
Background and Rationale
FOS, an associate company of the Company, is a shipbuilder, owner, and operator of 7units of
Fast Multi-Purpose Vessels. In 2025, FOS won an international tender by a leading oil company in
Brunei to provide 5 units of new aluminum Crew Transfer Vessels (CTV) vessels with a contract
period of 5 years with an option of extension. These vessels are being built in Singapore and
Batam and will start operating in 2027. In addition, FOS also won a tender to build and deliver
another 5 (five) units of CTV vessels for the same client with delivery dates in 2028. These
contracts will change the composition of the FOS fleet, lower the average age of the fleet, and
add new vessels equipped with Dynamic Positioning (DP) systems. Both contracts will also not
only provide significant revenue growth for FOS in 2027 and 2028 but will also require capital
investment. Thus, the Company decided to exercise its first right of refusal to purchase FOS
shares from SM to enable the Company to transform FOS into a wholly owned subsidiary and fully
capture the financial upside of FOS's future growth.
The acquisition of FOS will expand the scope of the Company's business, which includes the
shipbuilding business and 5 units of aluminum CTV DP vessels under construction equipped with
motion compensated gangways, which allow the crew to walk from the vessel to the rig platform.
This 5 (five) year charter contract will contribute to strong and consistent cash flow and reduce
the average age of the Company’s fleet from 16 (sixteen) years to 14 (fourteen) years. Meanwhile,
the contract of 5 (five) additional vessels to be built and delivered to the Company's clients in
Brunei in 2028 will provide a new source of revenue from the shipbuilding segment.
Meanwhile, the acquisition of FOI will allow the Company to market Fast Multi Purpose Supply
Vessel (FMPSV) vessels domestically with the Indonesian flag, with potential to market
Indonesian flagged CTV type of vessels in the future.
Page 3
2. Transaction Value and Fairness Opinion by Independent Appraiser
The purchase value of FOS Shares is USD 26,000,000 (twenty-six million US Dollars) and the
purchase value of FOI Shares is USD 7,000,000 (seven million US Dollars). The transaction value
is based on the valuation of market value with a Report issued by the independent Public
Appraisal Firm Tri, Santi, and Partners Number 00086/2.0040-00/BS/05/1/VI/2026 dated 12 June
2026 which states that the purchase value of 52.5% (fifty-two point five percent) of the FOS shares
is USD 25,998,000 (twenty-five million nine hundred and ninety-eight thousand United States
Dollars) and Report No. 00085/2.0040-00/BS/05/0236/1/VI/2026 dated 11 June 2026 which
stated that the purchase of 49% (forty-nine percent) of the FOI shares was worth of USD
7,228,143 (seven million two hundred and twenty-eight thousand one hundred and forty-three
United States Dollars).
The total value of these 2 transactions is USD 33,000,000 (thirty-three million United States
Dollars), where this value is lower by USD 226,143 (two hundred and twenty-six thousand one
hundred and forty-three United States Dollars), when compared to the market value of USD
33,226,143 (thirty-three million two hundred and twenty-six thousand one hundred and forty-
three United States Dollars) or a difference of -0.681% (minus zero point six eight one percent).
Therefore, the transaction value is far below the provisions of the upper and lower limits of 7.5%
(seven point five percent) which determined by the Regulation of Financial Services Authority No.
35/POJK.04/2020 concerning the Valuation and Presentation of Business Valuation Reports in the
Capital Market ("POJK 35/2020").
Taking into account the Company's Consolidated Financial Statements as of 31 December 2025
which have been audited by Tjun Tjun, No. AP 1115 from the Public Accounting Firm of Amir Abadi
Jusuf, Aryanto, Mawar & Partners with Report No.00247/2.1030/AU1/05/1115-4/III/2026 dated 16
March 2026, the Company's equity was recorded at USD 224,861,746 (two hundred and twenty-
four million eight hundred and sixty-one thousand seven hundred and forty-six United States
Dollars), therefore both FOS and FOI share purchase transactions did not reach the material
value as referred to in Regulation of Financial Services Authority No. 17/POJK.04/2020 concerning
Material Transactions and Changes in Main Business Activities.
Based on the Fairness Opinion issued by independent appraisal firm, KJPP Tri, Santi, and Partners
(“KJPP TSR”) dated 17 June 2026, taking into consideration the analysis of the Affiliate
Transaction, by using qualitative analysis and quantitative analysis of the Affiliate Transaction
and analysis of the fairness of the value of the Affiliate Transaction, the Affiliate Transaction
conducted by the Company is deemed to be fair. Furthermore, directors with conflict of interest
abstained from voting on this transaction. Hereby, the Board of Commissioners and the Board of
Directors of the Company declare that there is no conflict of interest as referred to in POJK No.
42/2020.
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3. Information about the Parties
a. Company
PT Wintermar Offshore Marine Tbk (the "Company") was established under the name PT
Swakarya Mulia Shipping based on Deed No. 98 dated 18 December 1995 made before
Trisnawati Mulia, Bachelor of Law, Notary in Jakarta. The incorporation has obtained the
approval of 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 have
subsequently amended, most recently with Deed No. 01 dated 08 April 2026, made before
Rahayu Ningsih, Bachelor of Law, Notary in Jakarta regarding the increase in issued and fully
paid-up capital, this amendment has been accepted by the Minister of Law of the Republic
of Indonesia with Letter No. AHU-AH.01.03-0115578 dated 22 April 2026.
Purpose and Objectives and Business Activities
In accordance with Article 3 of the Company's Articles of Association, the scope of the
Company's activities includes business in the shipping sector. The Company commenced
commercial activities in 1996. Currently, the Company is engaged in shipping with a focus
on vessels supporting offshore transportation activities for the oil and gas industry.
Composition of the Board of Commissioners and Board of Directors
The composition of the Board of Commissioners and the Board of Directors of the Company
as of 31 December 2025 is as follows:
Board of Commissioners
President Commissioner : Jonathan Jochanan
(Independent Commissioner)
Independent Commissioner : Sim Idrus Munandar
Commissioner : John Stuart Anderson Slack
Board of Directors
Managing Director : Sugiman Layanto
Director : Nely Layanto
Director : Janto Lili
Director : Muhamad Shanie Mubarak
Capital Structure
Based on the Company's Register of Shareholders, the Company's share ownership structure
as of 31 December 2025 is as follows:
(in Indonesian Rupiah)
Nominal Value
Description Number of Shares %
Rp 100,- per share
Authorised Capital 14,220,000,000 1,422,000,000,000 -
Fully Issued and Paid-Up Capital
1. PT Wintermarjaya Lestari 1,517,207,252 151,720,725,200 34.01
2. Johnson Williang Sutjipto 325,494,840 32,549,484,000 7.30
3. Manoj Pitamber Nanwani 262,269,239 26,226,923,900 5.52
4. Pinky NK 246,405,469 24,640,546,900 5.88
5. Board of Commissioners and Board of
Directors of the Company
a. Sugiman Layanto (Managing Director) 351,190,093 35,119,009,300 7.87
b. Nely Layanto (Director) 39,428,901 3,942,890,100 0.88
c. Janto Lili (Director) 5,147,334 514,733,400 0.12
d. Muhamad Shanie Mubarak (Director) 3,065,217 306,521,700 0.07
6. Public (each below 5%) 1,657,496,417 165,749,641,700 37.16
7. Treasury stocks 53,283,500 5,328,350,000 1.19
Total Issued and Fully Paid Capital 4,460,988,262 446,098,826,200 100
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b. PT Fast Offshore Indonesia
PT Fast Offshore Indonesia ("FOI") is a subsidiary of the Company established under Deed
No. 04 dated 5 November 2009 made before Noerbaety Ismail, S.H., M.Kn, Notary in South
Jakarta. The incorporation has been ratified by the Minister of Law and Human Rights of the
Republic of Indonesia with Decree No. AHU-59404.AH.01.01.Tahun 2009 dated 04
December 2009. The Articles of Association of FOI have subsequently amended, most
recently with Deed No. 120 dated 24 June 2014, made before Ardi Kristiar, S.H.,MBA,
substitute notary of Yulia, S.H., Notary in South Jakarta regarding the amendment of the
entire articles of association, which amendment has been accepted by the Minister of Law
and Human Rights The Republic of Indonesia with Letter No. AHU-03427.40.21.2014 dated
25 June 2014.
Purpose, Objectives and Business Activities
In accordance with Article 3 of the FOI Articles of Association, the scope of business
activities includes business ventures in the shipping sector. Currently, FOI is engaged in
specific sea transportation services for the oil and gas industry including the provision of
support vessels (offshore supply vessels/OSVs).
Composition of the Board of Commissioners and Board of Directors
The composition of the Board of Commissioners and the Board of Directors of FOI as of 31
December 2025 is as follows:
Board of Commissioners
Commissioner : Nely Layanto
Board of Directors
President Director : Rudy Haryanto Saputro
Director : Arief Dermawan
Capital Structure
Based on the Register of Shareholders of FOI, the share ownership structure as of 31
December 2025 is as follows:
(in Indonesian Rupiah)
Nominal Value
Number of
Description Rp 1,000.000,- %
Shares
per share
Authorised Capital 100,000 100,000,000,000 -
Fully Issued and Paid-Up Capital
1. The Company 23,205 23,205,000,000 51
2. Fast Offshore Supply PLtd 22,295 22,295,000,000 49
Total Issued and Fully Paid 45,500 45,500,000,000 100
Capital
c. Fast Offshore Supply Pte Ltd ("FOS")
FOS is an associate company of the Company, established under the laws of Singapore and
is registered in the Singapore company register with UEN No. 199609238G based on ACRA
Receipt No. ACRA251029003148 on 28 October 2025.
Office Address : 9 Pandan Road, Singapore 609257
Phone : +6568613881
Purpose, Objectives and Business Activities
FOS business activities are shipping, shipbuilder, ship operator, and ship repair.
Management and Supervisory Board
FOS has 2 (two) Directors, namely Ooi Ka Lok and Sugiman Layanto.
Page 6
Capital Structure
The capital structure of FOS’s share ownership as of 31 December 2025 is as follows:
Ownership
Description Number of Shares
Percentage
The Company 17,069,302 47.5%
SM 18,859,769 52.5%
Total 35,929,071 100,0%
d. Seacoral Maritime Pte Ltd ("SM")
SM is an entity incorporated under the laws of Singapore and is registered in the Singapore
company register with UEN No. 199507311D under ACRA Receipt No. 241128094215 on 28
November 2024.
Office Address : 10 Mohamed Sultan Road #02-01, Singapore
Phone : +65 82286525
E-mail : seacoralmaritime@gmail.com
Purpose, Objectives and Business Activities
SM is engaged in shipping and boat charter.
Management and Supervisory Board
SM has 2 (two) Directors, namely Sugiman Layanto and Nely Layanto.
Capital Structure
The capital structure of SM's share ownership as of 31 December 2025 is as follows:
Shareholders Number of Shares Ownership Percentage
Sugiman Layanto 636,000 48%
Darmawan Layanto 371,000 28%
Nely Layanto 159,000 12%
Lina Layanto 159,000 12%
Total 1,325,000 100%
4. Nature of Affiliate Relationships
A. In terms of ownership:
i. SM is a shareholder of FOS with a 52.5% (fifty-two point five percent) ownership, being
the majority shareholder, while the Company is a minority shareholder with a 47.5%
(forty-seven point five percent) ownership in FOS.
ii. FOS is a FOI shareholder with a 49% (forty-nine percent) ownership, being a minority
shareholder, while the Company is the majority shareholder with a 51% (fifty-one
percent) ownership in FOS.
B. In terms of management
PT Wintermar Seacoral
Fast Offshore PT Fast Offshore
Name Offshore Marine Tbk Maritime
Supply Pte Ltd Indonesia
(the Company) Pte Ltd
Sugiman Layanto Managing Director Director Director -
Nely Layanto Director - Director Commissioner
Janto Lili Director - - -
Muhamad Shanie Director - - -
Mubarak
Ooi Ka Lok - Director - -
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EXPLANATION, CONSIDERATIONS, AND REASONS FOR THE TRANSACTION TO
PURCHASE FOS SHARES, AND THE EFFECT OF THE TRANSACTION
ON THE COMPANY'S FINANCIAL CONDITION
1. Transaction Background
Based on Article 3 of the Company's Articles of Association, the purpose and objectives of the
Company’s activities are engaging in shipping business, either directly or indirectly through the
Company's subsidiaries and associations. Therefore, the Company as a shareholder of
subsidiaries and associations supports business activities and funding in subsidiaries and
associations in the context of business growth and development. FOS is an associate entity of
the Company with ownership of 47.5% (forty-seven point five percent) and FOI is a subsidiary of
the Company with ownership of 51% (fifty-one percent) each of which is engaged in business
activities in the field of sea transportation and vessel chartering, if the share ownership in FOS
and FOI increases to 100% (one hundred percent) ownership either directly or indirectly, then the
financial of FOS and its subsidiary, FOI will be fully consolidated in the Company's Financial
Statements.
2. Objective and Purpose of Transactions
a) Integrating FOS and FOI as a wholly owned subsidiary of the Company, enabling the
full control and consolidation of FOS and FOI profits
By increasing the Company's ownership in FOS and FOI, the Company has acquired control
of FOS, and the income from FOS and FOI business activities will be fully consolidated into
the Company, while the growth in FOS and FOI business activities will increase the
Company's value in the future.
b) This acquisition provides access to newly built DP vessels, where in the OSV industry,
the supply is increasingly tight and demand is strong, in addition to lowering the
average age of the Company's fleet
With higher oil prices, the offshore support vessel industry has seen a significant increase
in demand, while the availability of new vessels is very limited. The Company seeks to
develop a fleet of high-value DP (Dynamic Positioning) vessels to strengthen its position as
a leader with DP vessels in the Asia region. This acquisition provides an avenue for the
Company to grow through the addition of a new fleet of DP vessels that already have long-
term charter contracts. These vessels will not only increase the number of vessels in the
fleet, but will also reduce the average age of the Company's fleet, from 16 years to 14 years.
c) This acquisition provides the Company with new types of vessels with the latest
technology and new revenue streams from the shipbuilding business segment
FOS builds, owns, and operates a unique type of aluminium CTV that combines the speed
of crew transfer and the availability of deck space to transport supplies. This will
complement the Company's fleet which focuses on transporting supplies and
accommodation space for crews, thereby adding to the Company's high-tier fleet.
d) Increase revenue growth on long-term contracts and revenue from ship construction
by 2028
FOS won the contract for the construction of the CTV ship and a 5-year contract with an
extension option. In addition, FOS also won the contract to build and deliver 5 (five) other
units of CTV vessels. This provides revenue growth streams on long-term contracts and
ship construction which will provide new revenue streams for the Company.
In conclusion, with strong growth prospects in FOS and FOI, this transaction will allow the
Company to fully consolidate all revenues in the coming years and expand the Company's
presence with new types of vessels.
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3. The Effect of FOS Share Purchase Transactions on the Company's Financial Condition
The below sets out the Company’s Financial statements for 31 December 2025 on a proforma
basis as if the purchase of FOS Shares of USD 26,000,000 (twenty-six million United States
Dollars) and FOI shares of USD 7,000,000 (seven million United States Dollars) has taken place.
The following data has been presented after a limited review by KAP Amir Abadi Jusuf, Aryanto
Mawar & Partners (AAJMR) dated 12 June 2026 with report no. R/0008.ARC/TJN/2026 and shows
the impact of the acquisition on the Company's assets, liabilities, equity and income as if FOS
and FOI have been consolidated with 100% ownership in 2025.
Proforma of the Company's Financial Statements Before and After the Transaction
(in US Dollars)
DESCRIPTION Before Adjustment After
CURRENT ASSETS
Cash and Cash Equivalents 43,676,761 534,539 44,211,300
Accounts Receivable
Related Parties 5,826,957 (3,538,700) 2,288,257
Third Parties 17,765,087 6,590,804 24,355,891
Other Receivables 2,622,395 - 2,622,395
Inventory 478,290 2,154,398 2,632,688
Prepaid taxes 1,003,877 - 1,003,877
Advance and Prepaid Expenses 22,107,206 9,304,985 31,412,191
Total Current Assets 93,480,573 15,046,026 108,526,599
NON-CURRENT ASSETS
Investments in associates 32,713,103 (26,338,959) 6,374,145
Due from Related Parties 2,203,838 - 2,203,838
Fixed assets 150,711,756 52,050,415 202,762,171
Intangible assets 136,246 - 136,246
Other non-current assets 588,917 963,452 1.552,369
Total Non-Current Assets 186,353,860 26,674,908 213,028,768
TOTAL ASSETS 279,834,433 41,720,934 321,555,367
LIABILITIES
CURRENT LIABILITY
Accounts payable
Related Parties 1,562,640 (1,506,640) 56,000
Third Parties 4,868,211 7,817,713 12,685,924
Other Current Financial Liabilities 1,939,566 30,000,000 31,939,566
Taxes payable 1,090,948 - 1,090,948
Accrued Expenses 412,017 - 412,017
Short Term Liabilities on Employee
Benefits 153,796 - 153,796
Current portion of long-term
10,471,355 5,321,610 15,792,965
liabilities
Total Current Liabilities 20,498,533 41,632,683 62,131,216
NON-CURRENT LIABILITIES
Long-term liabilities – Net of Current ‘
Portion 32,006,927 11,152,662 43,159,589
Long-term employee benefit
liabilities 2,467,227 - 2,467,227
Total Non-Current Liabilities 34,474,154 11,152,662 45,626,616
TOTAL LIABILITIES 54,972,687 52,785,345 107,758,032
EQUITY
Share Capital 47,563,333 - 47,563,333
Treasury stock (1,370,885) - (1,370,885)
Premium on stock 52,346,746 - 52,346,746
Page 9
Difference in Value Resulting from
Restructuring Transactions Between
Entities Under Common Control 35,885,607 (3,202,214) 32,683,393
Difference In Transaction With Non
Controling Interests 1,350,113 - 1,350,113
Other Comprehensive Income 7,150 - 7,150
Retained Earnings
Appropriated 622,844 - 622,844
Unappropriated 35,615,348 - 35,615,348
Non-Controlling Interests 52,841,490 (7,862,197) 44,979,293
Sub total of Equity 224,861,746 (11,064,411) 213,797,335
TOTAL LIABILITIES AND EQUITY 279,834,433 41,720,934 321,555,367
(in US dollars)
DESCRIPTION Before Adjustment After
REVENUES 81,318,293 18,232,470 99,550,763
DIRECT EXPENSES (48,598,545) (14,007,405) (62,605,950)
GROSS PROFIT 32,719,748 4,225,065 36,944,813
Operating Expenses (9,431,152) (3,817,484) (13,248,636)
Other Income 5,846,253 7,734,865 13,581,118
Other Expenses (422,156) (249,471) (671,627)
Final Tax Expenses (1,186,588) - (1,186,588)
OPERATING PROFIT 27,526,105 7,892,975 35,419,080
Share of Gain of Associates 4,081,718 (3,726,241) 355,477
Interest and Financial Charges (2,142,109) (464,533) (2,606,642)
PROFIT BEFORE INCOME TAX 29,465,714 3,702,201 33,167,915
INCOME TAX EXPENSES (886,864) 174,743 (712,121)
PROFIT BEFORE NON
28,578,850 3,876,944 32,455,794
CONTROLLING INTERESTS
NON CONTROLLING INTERESTS 8,546,551 294,028 8,840,579
NET PROFIT ATTRIBUTABLE TO
OWNER OF THE PARENT ENTITY 20,032,299 3,582,916 23,615,215
Description:
1. Total Assets increased by 15% (fifteen percent), mainly due to an increase in fixed assets of USD
52,050,415 (fifty-two million fifty thousand four hundred and fifteen United States Dollars), an
increase in advance payments and advance expenses of USD 9,304,985 (nine million three
hundred and four thousand nine hundred and eighty-five United States Dollars), and an increase
in accounts receivable of USD 3,052,104 (three million fifty-two thousand one hundred and four
United States Dollars). In addition, the reduction in the investment account in the associated entity
amounted to USD 26,338,959 (twenty-six million three hundred and thirty-eight thousand nine
hundred and fifty-nine United States Dollars) after the Company consolidated FOS.
2. Total Liabilities increased by USD 52,785,345 (fifty-two million seven hundred and eighty-five
thousand three hundred and forty-five United States Dollars) from other current financial liabilities
and long-term liabilities after the Company consolidated FOS.
Total equity decreased by USD 11,064,411 (eleven million sixty-four thousand four hundred eleven
United States Dollars), mainly due to a reduction in non-controlling interests due to the
consolidation of FOI and FOS by 100% (one hundred percent) and the difference in value resulting
from restructuring transactions between entities under common (DRTUCC) due to the purchase of
FOS shares.
3. Revenues increased by USD 18,232,470 (eighteen million two hundred and thirty-two thousand
four hundred and seventy United States Dollars) due to the consolidation of FOS revenue.
4. Total Profit attributable to the parent entity increased by USD 3,582,916 (three million five hundred
and eighty-two thousand nine hundred and sixteen United States Dollars) on consolidated FOS
income and loss.
Page 10
FOS SHARE PRICE VALUATION REPORT
In connection with the FOS Share Purchase transaction, the Company has appointed an independent
appraiser registered with the OJK, namely Public Appraisal Firm Tri, Santi, and Partners ("KJPP TSR") as
an independent appraiser to provide an assessment related to the FOS Share Purchase transaction.
Appointed Independent Party in the Valuation of the Market Value of 52.5% of Fast Offshore Supply
Pte Ltd's Equity
To prepare an Assessment Report on the market value, the Company has assigned the Public Appraisal
Firm Tri, Santi, and Partners to provide an assessment of the market value of the equity and has
submitted the assessment as presented in the Final Report of the Valuation of the Market Value of
52.5% of Fast Offshore Supply Pte Ltd Equity No. 00086/2.0040-00/BS/05/1/VI/2026 dated 12 June 2026
by Public Appraiser Ir. Tri Sunindyo, MAPPI (Cert) from the Public Appraisal Firm Tri, Santi, and Partners.
KJPP TSR is a Public Appraisal Firm that has been officially established in accordance with the Decree
of the Minister of Finance No. 492/KM.1/2009 dated 11 May 2009, with KJPP License No. 2.09.0040 with
Property Public Appraiser License Number P-1.09.00105 and registered as an Appraiser in the Capital
Market under Registered Certificate of Capital Market Supporting Profession with STTD. PP-14/PJ-
1/PM.2/2023.
The assessment of the Market Value is carried out by referring to POJK 35/POJK.04/2020 ("POJK 35-
2020") and the Indonesian Valuation Standards Edition VII - 2018 ("SPI 2018") set by the Indonesian
Professional Appraisal Society ("MAPPI").
Object of Assessment
The Valuation Object is the Market Value of 52.5% (fifty-two point five percent) of SM's FOS Equity as of
31 December 2025. The form of ownership of the object of assessment is partial ownership rights with
majority control.
The composition of FOS shareholders as of 31 December 2025 is as follows:
Ownership Quantity
Description Number of Shares
Percentage (SGD)
The Company 17,069,302 47.5% 17,069,302
SM 18,859,769 52.5% 18,859,769
Total 35,929,071 100.0% 35,929,071
Objective and Purpose of Assessment
The objective and purpose of the preparation of the valuation report is to determine the Market Value of
52.5% (fifty-two point five percent) of SM's FOS Equity as of 31 December 2025. The purpose of the
assessment is for the Sell/Purchase Plan.
Assumptions and Limiting Conditions
1. Regarding geopolitical conditions followed by the uncertainty of the global economic situation
(including in Indonesia), KJPP TSR suggests using the results of the assessment of the Market Value
of 52.5% of SM's FOS Equity with a higher level of caution and understanding that there is a higher
level of uncertainty compared to the conditions that normally apply, due to the unknown magnitude
of the impact of geopolitical conditions which occur in the market and the absence of or lack of
market data to inform or support quantitative estimates. KJPP TSR suggests that a periodic
review/review of the results of the Valuation of the Market Value of 52.5% of SM's FOS Equity is
carried out as a precautionary measure.
2. The conditions for possible discrepancies between the date of the Valuation of the Market Value of
52.5% of SM's FOS Equity and the time period of implementation of the results of the Valuation of
Page 11
the Market Value of 52.5% of SM's FOS Equity may reduce the relevance of value opinions to the
needs of the Report User, caused by differences in access to data and information, as well as
assumptions and analysis of the Valuation of the Market Value of 52.5% of SM's FOS Equity. In the
event that the Report User finds such a condition, it is advisable to assign the Appraiser to review
the assignment that has been made where if possible and necessary, the Appraiser may be able to
repeat the previous Valuation procedure in full. Processes and procedures should be outlined in
separate assignments and different from previous assignments.
3. KJPP TSR does not permit the use in whole or in part as a reference of the Valuation of the Market
Value of 52.5% of SM's FOS Equity from this Report in any document, circular, statement, reference
or publication in any form without the express written permission of KJPP TSR.
4. The assessment of the Market Value of 52.5% of SM's FOS Equity has been carried out through the
application of a commonly used approach in accordance with the Indonesian Valuation Standards
(SPI VII-2018) and POJK No. 35/2020.
5. Data and information from the Company and/or other parties related to the Assessed Object that
has been provided to KJPP TSR as mentioned in the Valuation report on the Market Value of 52.5%
of SM's FOS Equity are considered worthy and reliable, but KJPP TSR is not responsible if it turns out
that the data and information provided are proven to be inconsistent with the actual matter.
Information stated without mentioning the source is the result of KJPP TSR's review of existing data,
examination of documents or information from authorized government agencies and/or reliable
sources. The responsibility for double-checking the correctness of such information lies entirely
with the Company.
6. KJPP TSR is responsible for the implementation of the assessment and uses financial projections
that reflect the fairness of the financial projections made by the Company's management and will
submit adjustments if there is an adjustment to the financial projections with its ability to achieve
(fiduciary duty), if the Valuation of the Market Value of 52.5% of SM's FOS Equity uses financial
projections.
7. KJPP TSR is responsible for the Assessment Report and the conclusion of the Value produced.
8. The values set forth in the Report as well as any other values in the Report that are part of the
Valuation of the Market Value of 52.5% of SM's FOS Equity are assessed only in accordance with
the objective and purpose of the Valuation and at the time of the Valuation date. The values used in
this Assessment report may not be used for other Assessment purposes that may result in errors.
KJPP TSR is not responsible if the results of the Valuation of the Market Value of 52.5% of SM's FOS
Equity are used, not in accordance with the purposes and objectives stated in this report as well as
changes in management, changes in capital structure and documents that have not been obtained
for the Assessed Objects.
9. KJPP TSR has carried out an Assessment of the Market Value of 52.5% of SM's FOS Equity
independently and there is no conflict of interest with the Company and/or parties from the
Valuation Object assessed.
10. The Market Value in question reflects the actual value without taking into account any tax liabilities
or costs associated with such sales transaction which is assessed based on the assumption that it
is free from all encumbrances, disputes and premiums and other unsettled costs.
11. The fee for the Valuation of the Market Value of 52.5% of SM's FOS Equity is independent of the
amount stated in the report.
12. KJPP TSR produced an Assessment Report on the Market Value of 52.5% of SM's FOS Equity
produced that was not for public consumption.
13. In conducting an Assessment of the Market Value of 52.5% of SM's FOS Equity, KJPP TSR may have
limitations in conducting an Assessment of the Market Value of 52.5% of SM's FOS Equity due to
the Company and/or Objects that are assessed to have limitations in providing access, data and
information. KJPP TSR has revealed in the Valuation of the Market Value report of 52.5% of SM's FOS
Equity. In the event that the Company finds such conditions, the resulting Market Valuation Report
of 52.5% of SM's FOS Equity cannot be used for the purpose of the Transaction, so the Report User
is advised to assign a registered Public Appraiser to review the assignment that has been made
where if possible and necessary, the registered Public Appraiser may be able to redo the previous
Page 12
Valuation procedure in full. Processes and procedures should be outlined in separate assignments
and different from previous assignments.
14. KJPP TSR is not responsible for losses as a result of errors in opinions or conclusions that occur due
to the existence of data or information that has not been received as well as limitations in the
Valuation procedure from the Company and/or its representatives.
Value Basis Used
The Value Basis used is the market value.
Market Value is the estimate of the amount of money that can be obtained from the exchange of an
asset or liability on the Valuation Date, between an interested buyer and a seller who is interested in
selling, in a bond-free transaction, the marketing of which is carried out in a proper manner, where both
Parties each act on the basis of their own understanding, prudence, and without coercion. (POJK 35-
2020 Article 1 No. 14).
Approach and Assessment and Reasons for Its Application
The Asset Approach is a Valuation Approach based on the historical financial statements of the audited
Valuation object, by adjusting all assets and liabilities to Market Value in accordance with the Value
Premise used in the Business Valuation. (POJK 35-2020 Article 1 No. 17).
The Market Approach is a Valuation Approach by comparing the Valuation object with other comparable
and similar objects and information on the price of a transaction or offer is available. (POJK 35-2020
Article 1 No. 18).
The Revenue Approach is an Assessment Approach by converting the economic benefits or income that
are expected to be generated by the Valuation object at a certain discount rate. (POJK 35-2020 Article 1
No. 19).
In the Valuation of the Market Value of 52.5% of SM's FOS Equity, TSR uses the following approach:
REASON APPROACH
It can be applied with the consideration that company
data on the stock exchange is estimated to be able to be Markets
used as comparative data.
It can be applied with the consideration that FOS is a
company that has been operating and will continue its Revenue
business activities in the future.
It cannot be applied considering that the FOS is currently
Assets
still operating and not in the liquidation process.
Applied Assessment Methods
This assessment is based on the provisions of related laws and regulations in POJK No. 35/2020
concerning the Valuation and Presentation of Business Valuation Reports in the Capital Market.
By taking into account that FOS will continue to operate in the future as a going concern, the revenue
approach is more appropriate. Of the various existing equity valuation approaches and methods, KJPP
TSR uses an income approach with the Discounted Cash Flow (DCF) Method as the main approach and
method.
Based on the DCF assessment method to be used, FOS operations are projected according to the
business development scenario. Future income, cash flow generated based on the projected
conversion with the discount factor, according to the level of risk. Value indication is the total present
value of income future, assuming going concern, that FOS continues even though the owner changes.
Page 13
The second approach and method are the market approach with comparison method of companies
listed on the stock exchange or Guideline Publicly Traded Company (GPTC) Method. The comparison
method of companies listed on the stock exchange is used because the data of public companies on
the stock exchange is estimated to be able to be used as comparative data on the valuation of FOS
shares.
Conclusion of the Assessment
Based on the calculation using the valuation method of the market value mentioned above and taking
into account various influencing factors, the Market Value for 52.5% of SM's FOS equity as of 31
December 2025 is USD 25,998,000 (twenty-five million nine hundred and ninety-eight million United
States Dollars).
SUMMARY OF FOI SHARE PRICE VALUATION REPORT
In connection with the FOI Share Purchase transaction, the Company has appointed an independent
appraiser registered with the OJK, namely Public Appraisal Firm Tri, Santi, and Partners ("KJPP TSR"), as
an independent appraiser to provide an assessment related to the FOI Share Purchase transaction.
Appointed Independent Party in the Valuation of the Market Value of 49% of PT Fast Offshore
Indonesia's Equity
To prepare an Assessment Report on the market value, the Company has assigned KJPP TSR to provide
an Assessment of the market value of equity and has submitted the assessment as presented in the
Valuation Report on the market value of equity No. 00085/2.0040-00/BS/05/0236/1/VI/2026, dated 11
June 2026 by Public Appraiser Ir. Tri Sunindyo, MAPPI (Cert) from KJPP TSR.
KJPP TSR is a Public Appraisal Firm that has been officially established in accordance with the Decree
of the Minister of Finance No. 492/KM.1/2009 dated May 11, 2009, with KJPP License No. 2.09.0040 with
Property Public Appraiser License Number P-1.09.00105 and registered as an Appraiser in the Capital
Market under Registered Certificate of Capital Market Support Profession with STTD. PP-14/PJ-
1/PM.2/2023.
The assessment of the Market Value is carried out by referring to POJK 35/POJK.04/2020 ("POJK 35-
2020") and the Indonesian Valuation Standards Edition VII - 2018 ("SPI 2018") set by the Indonesian
Professional Appraisal Society ("MAPPI").
Object of Assessment
The Valuation Object is the Market Value of 49% (forty-nine percent) of FOS's FOI Equity as of 31
December 2025. The form of ownership of the object of assessment is partial ownership rights with
minority control.
The composition of FOI shareholders as of 31 December 2025 is as follows:
Number Share Value Percentage
No. Shareholder Name
of Shares (USD) (%)
1 Company 23,205 2,003,383 51
2 FOS 22,295 1,924,819 49
Total 45,500 3,928,202 100
Source: Deed No. 120 dated June 24, 2014 was made before Ardi Kristiar, SH., MBA, as a Substitute Notary
Yulia, S.H., Notary in South Jakarta
Objective and Purpose of Assessment
The purpose of this assessment is to determine the Market Value of 49% (forty-nine percent) of FOS's
equity in FOI as of 31 December 2025. The purpose of the assessment is for the Sell/Purchase Plan.
Page 14
Assumptions and Limiting Conditions
1. Regarding geopolitical conditions followed by the uncertainty of the global economic situation
(including in Indonesia), KJPP TSR suggests using the results of the Valuation of the Market Value of
49% (forty-nine percent) of FOI Equity owned by FOS with a higher level of caution and understanding
that there is a higher level of uncertainty compared to the conditions that normally apply, due to the
unknown amount of impact of geopolitical conditions that occur in the market and the absence or
lack of market data to inform or support quantitative estimates. KJPP TSR suggests that a periodic
review/review of the results of the Valuation of the Market Value of 49% (forty-nine percent) of the FOI
Equity owned by FOS is a precautionary measure.
2. The conditions of the possible differences between the date of the Valuation of the Market Value of
49% (forty-nine percent) of FOS's FOI Equity and the time period of implementation of the results of
the Market Value Valuation of 49% (forty-nine percent) of FOS's FOI Equity may reduce the relevance
of the value opinion to the Company's needs, caused by differences in access to data and information,
as well as assumptions and analysis of the Valuation of the Market Value of 49% (forty-nine percent)
of FOS's FOI Equity. In the event that the Company finds such a condition, it is advisable to assign the
Appraiser to review the assignment that has been made where if possible and necessary, the
Appraiser may be able to redo the previous Valuation procedure in full. Processes and procedures
should be outlined in separate assignments and different from previous assignments.
3. KJPP TSR does not permit the use in whole or in part as a reference of the Valuation of the Market Value
of 49% (forty-nine percent) of the FOI Equity of FOS from this Report in any document, circular,
statement, reference or publication in any form without the written permission of KJPP TSR.
4. The assessment of the Market Value of 49% (forty-nine percent) of FOS's FOI Equity has been carried
out through the application of a commonly used approach in accordance with the Indonesian
Valuation Standard (SPI VII-2018) and POJK No. 35/2020.
5. Data and information from the Company and/or other parties related to the Assessed Object that has
been provided to KJPP TSR as mentioned in the Valuation report on the Market Value of 49% (forty-
nine percent) of FOS's FOI Equity is considered feasible and trustworthy, but KJPP TSR is not
responsible if it turns out that the data and information provided are proven to be inconsistent with
the real thing. Information stated without mentioning the source is the result of KJPP TSR's review of
existing data, examination of documents or information from authorized government agencies and/or
reliable sources. The responsibility for double-checking the correctness of such information lies
entirely with the Company.
6. KJPP TSR is responsible for the implementation of the assessment and uses financial projections that
reflect the fairness of the financial projections made by the management and will submit adjustments
if there is an adjustment to the financial projections with their ability to achieve (fiduciary duty), if the
Valuation of the Market Value of 49% (forty-nine percent) of the FOI Equity owned by FOS uses
financial projections.
7. KJPP TSR is responsible for the Assessment Report and the conclusion of the Value produced.
8. The value set out in the report as well as any other value in the Report that is part of the Valuation of
the Market Value of the 49% (forty-nine percent) of the valued FOI Equity of FOS is valid only in
accordance with the objective and purpose of the Valuation and at the time of the Valuation date. The
values used in the Assessment report may not be used for other Assessment purposes that may result
in errors. KJPP TSR is not responsible if the results of the Valuation of the Market Value of 49% (forty-
nine percent) of the FOI Equity owned by FOS are used, not in accordance with the purposes and
objectives stated in the report as well as changes in management, changes in the capital structure
and documents that have not been obtained on the Object being assessed.
9. KJPP TSR has carried out an Assessment of the Market Value of 49% (forty-nine percent) of FOS's FOI
Equity independently and there is no conflict of interest with the Company and/or parties from the
Valuation Object being assessed.
10. The Market Value in question reflects the actual value without taking into account any tax liabilities or
costs associated with such sales transaction which is assessed based on the assumption that it is
free from all mortgages, disputes and premiums and other unsettled costs.
Page 15
11. The Fee for the Valuation of the Market Value of 49% (forty-nine percent) of this FOS FOI Equity is
independent of the amount of value stated in the report.
12. KJPP TSR produced an Assessment Report on the Market Value of 49% (forty-nine percent) of FOI
Equity owned by FOS that was not for public consumption.
13. In conducting an Assessment of the Market Value of 49% (forty-nine percent) of FOI Equity owned by
FOS, KJPP TSR may have limitations in conducting an Assessment of the Market Value of 49% (forty-
nine percent) of FOI Equity owned by FOS due to the Company and/or Object that is assessed to have
limitations in providing access, data and information. KJPP TSR has disclosed in its Market Value
Valuation report 49% (forty-nine percent) of FOS's FOI Equity. In the event that the Company finds
such a condition, the Valuation Report on the Market Value of 49% (forty-nine percent) of the resulting
FOI Equity cannot be used for the purpose of the Transaction, so the Company is advised to assign a
registered Public Appraiser to review the assignment that has been carried out where if possible and
necessary, the registered Public Appraiser may be able to repeat the previous Valuation procedure in
full. Processes and procedures should be outlined in separate assignments and different from
previous assignments.
14. KJPP TSR is not responsible for losses as a result of errors in opinions or conclusions that occur due
to the existence of data or information that has not been received as well as limitations in the
Valuation procedure from the Company and/or its representatives.
Value Basis Used
The Value Basis used is the market value.
Market Value is the estimate of the amount of money that can be obtained from the exchange of an asset
or liability on the Valuation Date, between an interested buyer and a seller who is interested in selling, in a
bond-free transaction, the marketing of which is carried out in a proper manner, where both Parties each
act on the basis of their own understanding, prudence, and without coercion. (POJK 35-2020 Article 1 No.
14).
Assessment Approach and Reasons for Its Application
The Asset Approach is a Valuation Approach based on the historical financial statements of the audited
Valuation object, by adjusting all assets and liabilities to Market Value in accordance with the Value
Premise used in the Business Valuation. (POJK 35-2020 Article 1 No. 17).
The Market Approach is a Valuation Approach by comparing the Valuation object with other comparable
and similar objects and information on the price of a transaction or offer is available. (POJK 35-2020 Article
1 No. 18).
The Revenue Approach is an Assessment Approach by converting the economic benefits or income that
are expected to be generated by the Valuation object at a certain discount rate. (POJK 35-2020 Article 1
No. 19).
In the Valuation of the Market Value of 49% of FOS's FOI Equity, TSR uses the following approach:
REASON APPROACH
It can be applied with the consideration that company data
on the stock exchange is estimated to be able to be used as Markets
comparative data.
It cannot be applied considering that even though FOI is a
company that has been operating and will continue its
Revenue
business activities in the future, FOI has suffered
operational losses over the past 5 years.
It can be applied by considering that FOI is a company that
Assets
has considerable assets.
Page 16
Applied Assessment Methods
This assessment is based on the provisions of related laws and regulations in the Regulation of
Financial Services Authority No. 35/POJK.04/2020 ("POJK 35/2020") concerning "Assessment and
Presentation of Business Valuation Reports in the Capital Market".
Taking into account that even though FOI is currently operating, FOI still records operating losses, so
using the revenue approach will result in negative or too low values. In addition, because FOI has
considerable assets, the asset approach is more appropriate. From the various existing equity valuation
approaches and methods, we use an asset approach with the Excess Earning (EE) Capitalization
Method as the main approach and method.
The second approach and method are the market approach with the comparison method of companies
listed on the stock exchange or the Guideline Publicly Traded Company (GPTC) method. The
comparison method of companies listed on the stock exchange is used because the data of public
companies on the stock exchange is expected to be used as comparative data on the valuation of FOI
shares. can be used as comparative data on the valuation of FOI shares.
Conclusion of the Assessment
Based on the calculation using the valuation method of the Market Value mentioned above and taking
into account various influencing factors, the Market Value of 49% of FOS's FOI Equity as of 31 December
2025 is USD 7,228,143 (seven million two hundred and twenty-eight thousand one hundred and
forty-three United States Dollars).
SUMMARY REPORT ON THE FAIRNESS OPINION OF THE TRANSACTION
In connection with the transactions of Purchase of FOS Shares and the Purchase of FOI Shares
("Affiliate Transaction"), the Company has appointed an independent appraiser registered with the OJK,
namely the Public Appraisal Firm Tri, Santi and Partners ("KJPP TSR"), as an independent appraiser to
provide a Fairness Opinion on the Affiliate Transaction.
Independent Parties Appointed in the Fairness Opinion Report
To prepare the Fairness Opinion Report, the Company has assigned KJPP TSR to prepare a fairness
opinion report and KJPP TSR has submitted the assessment as presented in the Fairness Opinion Report
with Report No.00018/2.0040-00/FO/05/0236/1/VI/2026 dated 17 June 2026 by Public Appraiser Santi
Dewiyani, MAPPI (Cert) from KJPP TSR.
KJPP TSR is a Public Appraisal Firm that has been officially established in accordance with the Decree
of the Minister of Finance No. 492/KM.1/2009 dated 11 May 2009, with a Public Appraisal Firm License
Number 2.09.0040 and registered as an Appraiser in the Capital Market under Registered Certificate of
Capital Market Supporting Profession with STTD. PB- 52/PM.223/2022.
Objective and Purpose of Fairness Opinion
The purpose of this Fairness Opinion report is to provide a Fair Opinion on the Affiliate Transaction on
the Purchase of 49% (forty-nine percent) of FOI Shares and 52.5% (fifty-two point five percent) of FOS
Shares.
This report is prepared with the aim of fulfilling the provisions stipulated in the Regulation of Financial
Services Authority of the Republic of Indonesia No. 42/POJK.04/2020 ("POJK 42 - 2020") concerning
"Affiliate Transactions and Conflicts of Interest Transactions".
Parties to Affiliate Transactions
The parties to this Affiliate Transaction are the Company in the purchase of FOI and FOS shares with
similarities in ownership and management.
Page 17
Nature of Affiliate Transactions
The value of the Affiliate Transaction as referred to in this Information Disclosure is not the value of a
material transaction as defined in the Regulation of Financial Services Authority No. 17/POJK.4/2020
concerning Material Transactions and Changes in Business Activities.
Furthermore, because there are similarities in management between the Company, SM, FOS, and FOI
therefore there is an affiliate relationship, thus this Affiliate Transaction refers to POJK No. 42/2020.
Object & Value of Fairness Opinion
That the object of the Fairness Opinion is in accordance with the information provided by the Company
to KJPP TSR, namely the Fairness Opinion service of the Affiliate Transaction on the purchase of 49%
(forty-nine percent) of FOI shares and 52.5% (fifty-two point five percent) of FOS shares.
The value of the object of the Affiliate Transaction is the purchase of 49% (forty-nine percent) of FOI
shares amounting to USD 7,000,000 (seven million United States Dollars) and 52.5% (fifty-two point five
percent) of FOS shares amounting to USD 26,000,000 (twenty-six million United States Dollars) with a
total value of the object of the Affiliate Transaction of USD 33,000,000 (thirty-three million United States
Dollars).
Approach and Method
The approach and method in the preparation of a Fairness Opinion on Affiliate Transactions are as
follows:
a. Analysis of Affiliate Transactions;
b. Qualitative and Quantitative Analysis of Affiliate Transactions; and
c. Analysis of the Fairness of Affiliate Transactions.
Business Considerations Used by the Company's Management Related to Affiliate Transactions
to be Carried Out in the Interests of Shareholders
The results of the analysis of the business considerations of the Company's management related to the
Affiliate Transaction to the interests of shareholders are for the development of the Company's
business which will increase revenue and profit on a consolidated basis and will also increase the value
of the Company's shares. This concludes that the business considerations of the Company's
management are expected to be in line with the interests of shareholders.
1. Conclusion on Affiliate Transactions
The assignment in this Fairness Opinion Report is to provide a fairness opinion on the Affiliate
Transaction.
a) Analysis of Affiliate Transactions
Elements of Affiliate Transactions
In the Affiliate Transaction, there are similarities in ownership and management between the
Company, SM, FOS, and FOI therefore the FOI Share Purchase Transaction and the FOS
Share Purchase are Affiliate Transactions as defined in POJK No. 42/2020 concerning Affiliate
Transactions and Conflict of Interest Transactions.
The following is the management and supervisory board relationship between the Company
and the shareholders:
Entities
Name WINS SM FOS FOI
PS J PS J PS J PS J
Sugiman
PS DU PS D - D - -
Layanto
Nely Layanto PS D PS D - - - K
Page 18
Description:
J : Position P.S. : Shareholders
KU : President Commissioner DU : President Director
K : Commissioner D : Director
WINS : PT Wintermar Offshore Marine Tbk SM : Seacoral Maritime Pte Ltd
FOS : Fast Offshore Supply Pte Ltd FOI : PT Fast Offshore Indonesia
Based on the ownership and management structure, it appears that the Company, SM, FOI,
and FOS have an affiliate relationship therefore this Affiliate Transaction needs to refer to
POJK No. 42/2020.
Elements of Conflict of Interest in Affiliate Transactions
Based on the Company's management statement, it is known that there is no conflict of
interest in the Affiliate Transaction that will be carried out. Management considers that the
Affiliate Transaction will provide added value for the Company and there is no element of
conflict of interest or the existence of a decision-making party who benefits from this Affiliate
Transaction.
b) Material Transaction Analysis
Based on information from the Company, this Affiliate Transaction is not a material
transaction as defined in POJK No. 17/2020. A transaction is categorized as a material
transaction if the transaction value is equal to 20% (twenty percent) or more of the equity of
a public company.
Based on the Financial Statements that have been audited by the Audit of the Independent
Public Accountant as of 31 December 2025 by Tjun Tjun with a Public Accountant License
AP. 1115 of KAP Amir Abadi Jusuf, Mawar & Partners ("KAP AAJMR"), with No.
00247/2.1030/AU.1/05/1115-4/1/III/2026 dated 16 March 2026, with a reasonable opinion in
all material matters recorded, the Equity account is USD 224,861,746 (two hundred and
twenty-four million eight hundred sixty-one thousand seven hundred four twenty-six United
States Dollars) and the value of the Affiliate Transaction is USD 33,000,000 (thirty-three
million United States Dollars) or 14.7% (fourteen point seven percent) of the Company's
Equity, therefore the Affiliate Transaction conducted by the Company is not a Material
Transaction as stipulated in POJK No. 17/2020.
c) Qualitative Analysis
The reason for the Company's Affiliate Transaction is therefore the Company can fully
consolidate revenue from new business streams, namely expanding the business scope
including the construction of 5 new aluminium passenger fleets (Crew Transfer
Vessels/CTV).
d) Quantitative Analysis
Based on the results of incremental analysis, the Affiliate Transaction can provide added
value as follows:
1) With the Affiliate Transaction, the total assets of the Consolidated Company are
projected to experience a compound annual growth rate ("CAGR") of approximately
9.9% (nine point nine percent) during the projection period. The total liabilities of the
Consolidated Company are projected to experience a CAGR of approximately 4.7%
(four point seven percent) during the projection period. Meanwhile, the total equity of
the Consolidated Company is projected to experience a CAGR of around 16.5% (sixteen
point five percent) during the projection period.
2) With the Affiliate Transaction, the Consolidated Company's net profit is projected to
experience a CAGR of approximately 20.6% (twenty point six percent) during the
projection period.
Page 19
e) Fairness Analysis
The total value of the Affiliate Transaction Object is USD 33,000,000 (thirty-three million
United States Dollars).
Based on the FOI Share Valuation Report as of the valuation date of 31 December 2025 No.
00085/2.0040-00/BS/05/0236/1/VI/2026 dated 11 June 2026 by Public Appraiser Santi
Dewiyani, MAPPI (Cert) from the Public Appraisal Firm Tri, Santi, and Partners stated that
the Market Value of 49% (forty-nine) of the FOI shares is USD 7,228,143 (seven million two
hundred and twenty-eight thousand one hundred and forty-three United States Dollars).
Meanwhile, based on the FOS Share Valuation Report as of the valuation date of 31
December 2025 No. 00086/2.0040-00/BS/05/0236/1/VI/2026 dated 12 June 2026 by Public
Appraiser Santi Dewiyani, MAPPI (Cert) from the Public Appraisal Firm Tri, Santi, and
Partners stated that the Market Value of 52.5% (fifty-two point five percent) of FOS shares
is USD 25,998,000 (twenty-five million nine hundred and ninety-eight million United States
Dollars).
Fairness of Affiliate Transaction Value based on Regulation No. 35/POJK.04/2020 ("POJK.
35-2020") on the Guidelines for Valuation and Presentation of Business Valuation Reports
in the Capital Market, states that the upper and lower limits in the value range should not
exceed 7.50% (seven point five percent) of the value of the appraisal results. Based on the
Value of the Affiliate Transaction on the assessment results, the transaction is fair because
it falls within the upper and lower limits of 7.50% (seven point five percent). The difference
in the Value of the Affiliate Transaction Plan is USD 226,143 (two hundred and twenty-four
million eight hundred sixty-one thousand seven hundred four twenty-six United States
Dollars) or 0.681% (minus zero point six eight one percent) compared to the appraised
Market Value.
Fairness Opinion on Affiliate Transactions
Based on the consideration of the analysis of the Affiliate Transaction, qualitative analysis and
quantitative analysis of the Affiliate Transaction, as well as the analysis of the fairness of the value of
the Affiliate Transaction, KJPP TSR is of the opinion that the Affiliate Transaction to be carried out by the
Company is fair.
STATEMENT OF THE BOARD OF COMMISSIONERS AND DIRECTORS OF THE COMPANY
1. The Board of Commissioners and the Board of Directors declare that all material information and
opinions expressed in this information disclosure are true and accountable and no other
information has not been disclosed that could cause this statement to be false or misleading.
2. The Board of Commissioners and the Board of Directors of the Company have reviewed the
Affiliate Transaction including examining the risks and benefits of the Affiliate Transaction for the
Company and all Shareholders, therefore believing that the Affiliate Transaction is the best
choice for the Company and all Shareholders.
3. Transaction is an affiliate transaction as referred to in POJK No. 42/2020 which is only required to
be reported to the Financial Services Authority and announced through the Indonesia Stock
Exchange website and the Company's website no later than 2 (two) working days from the Affiliate
Transaction.
4. Taking into account the Company's Consolidated Financial Statements as of 31 December 2025
which have been audited by Tjun Tjun, No. AP 1115 from the Public Accounting Firm of Amir Abadi
Jusuf, Aryanto, Mawar & Partners with Report No. 00247/2.1030/AU.1/05/1115-4/III/2026 dated
16 March 2026, the Company's equity was recorded at USD 224,861,746 (two hundred and
Page 20
twenty-four million eight hundred and sixty-one thousand seven hundred and forty-six United
States Dollars), therefore the Affiliate Transaction does not reach the material value as referred
to in Regulation No. 17/2020 concerning Material Transactions and Changes in Main Business
Activities.
5. The execution of the Transaction does not violate all provisions in the agreements with any party,
both the Company and FOS and FOI.
ADDITIONAL INFORMATION
For further information regarding the above, please contact the Company on working days and hours
with the address:
Investor Relations
PT Wintermar Offshore Marine Tbk
Phone +62-21-5305201/2, Fax. +62-21-5305203
www.wintermar.com
investor_relations@wintermar.com
Jakarta, 22 June 2026
Board of Directors of the Company
Names mentioned 47 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×12
unresolved
org
Seacoral Maritime Pte Ltd
p.1 ×4
unresolved
org
PT Fast Offshore Indonesia
p.1 ×4
unresolved
org
Indonesia Stock Exchange
p.1 ×3
unresolved
org
KJPP Tri
p.1 ×2
unresolved
org
KJPP TSR
p.1 ×40
unresolved
org
Mawar & Partners
p.3 ×3
unresolved
org
PT Swakarya Mulia Shipping
p.4
unresolved
org
Minister of Justice
p.4
unresolved
org
Minister of Law
p.4
unresolved
org
PT Wintermarjaya Lestari
p.4
unresolved
person
Noerbaety Ismail
· Notaris
p.5
unresolved
org
Minister of Law and Human Rights
p.5
unresolved
person
Ardi Kristiar
p.5 ×2
unresolved
person
Yulia
p.5
unresolved
org
Minister of Law and Human Rights The Republic of Indonesia
p.5
unresolved
—
Darmawan Layanto
p.6
unresolved
—
Lina Layanto
p.6
unresolved
org
PT Wintermar
p.6
unresolved
org
PT Fast Offshore Name
p.6
unresolved
org
Offshore Marine Tbk
p.6
unresolved
org
Maritime Supply Pte Ltd
p.6
unresolved
org
Pte Ltd
p.6
unresolved
org
Aryanto Mawar & Partners
p.8
unresolved
person
Public Appraiser Ir. Tri Sunindyo
p.10 ×4
unresolved
org
Minister of Finance
p.10 ×3
unresolved
org
KJPP License
p.10 ×2
unresolved
org
KJPP TSR's
p.11 ×2
unresolved
org
PT Fast Offshore Indonesia's Equity To
p.13
unresolved
org
KJPP TSR. KJPP TSR
p.13 ×2
unresolved
person
Substitute Notary Yulia
p.13
unresolved
person
Public Appraiser Santi Dewiyani
p.16 ×3
unresolved
org
PT Fast Offshore Indonesia Based
p.18
unresolved
org
AAJMR
p.18
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
4360 ms
12 Sep 2026 22:05
Raw output
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'parties': [],
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'requires_rups': None,
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'ticker': '',
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