20241223_PANI_Informasi Transaksi Afiliasi_31830911_lamp2.pdf

                                             DEFINITION
Affiliation                :   Has the definition as stated in Article 1 Number 1 POJK 42/2020, as follows:
                               a. family relation caused by marriage and descent to the second degree,
                                  both horizontally and vertically;
                               b. the relationship between the Party and employees, directors, or
                                  commissioners of that Party;
                               c. the relationship between 2 companies where there are one or more
                                  members of the same board of directors or commissioners;
                               d. the relationship between the company and the Party, either directly or
                                  indirectly, controlling or being controlled by the company;
                               e. the relationship between 2 companies controlled, directly or indirectly, by
                                  the same party; or
                               f. the relationship between the company and major shareholders.

AS                         :   PT Agung Sedayu.

IDX                        :   PT Bursa Efek Indonesia (Indonesia Stock Exchange).

HGB                        :   Right to Build (Hak Guna Bangunan).

MAP                        :   PT Multi Artha Pratama, the Major Shareholder of the Company.

MAS                        :   PT Mega Andalan Sukses constitutes the indirect subsidiary of the Company.

Object of Transaction      :   Has the meaning as contained in Section II letter 2 (Object of Transaction) of
                               this Disclosure of Information.

OJK                        :   Financial Services Authority (Otoritas Jasa Keuangan).

Major Shareholder of the   :   A party, either directly or indirectly, owns at least 20% of the voting rights of
Company                        all voting shares issued by a company or a smaller number than that as
                               determined by OJK. In this case, the Principal Shareholder of the Co mpany is
                               MAP.

Company                    :   PT Pantai Indah Kapuk Dua Tbk (or abbreviated as PT PIK2 Tbk).

IDR                        :   Indonesian Rupiah, the lawful and official currency of Republic of Indonesia.

OJK Regulation 17/2020     :   OJK Regulation Number 17/POJK.04/2020 on Material Transactions and
                               Changes in Business Activities.

OJK Regulation 42/2020     :   OJK Regulation Number 42/POJK.04/2020 on Affiliated Transactions and
                               Conflict of Interest Transactions.

TMJ                        :   PT Tunas Mekar Jaya.

Transaction                :   Land Sale transaction by an indirect subsidiary of the Company, namely MAS
                               as the Seller of 1 (one) plot of land owned by MAS, with a total land area
                               of 13,790 m2 .

Foundation                 :   Yayasan Buddha Tzu Chi Wiyata Indonesia.

                                                    I.    INTRODUCTION

This Disclosure of Information is made in relation to the Transaction with a total value of sale and purchase of IDR
62,117,117,117,- (excluding tax in accordance with the prevailing laws and regulations).

As of the date of this Disclosure of Information is published, the Foundation has been a legal entity having affiliate relationship
with the company of MAS and MAS has been an indirect subsidiary of the Company, thus the Transaction is an Affiliated
Transaction which must fulfill the provisions and procedures based on OJK Regulation No. 42/2020.

                                       II.    DESCRIPTION OF THE TRANSACTION

1.      Date of Transaction

        The date of Transaction is a date of sale and purchase of a plot of land owned by MAS to the Foundation which is on
        19 December 2024.

2.      Object of Transaction

        Land owned by MAS, with HGB ownership status, consists of 1 (one) plot of land with total land area of 13,790 m2 ,
        located in Tanjung Burung Village, Teluknaga Subdistrict, Tangerang Regency, Banten Province.

3.      Value of the Transaction

        Total value of transaction amounting to IDR 62,117,117,117,- (excluding tax in accordance with the prevailing laws and
        regulations).

4.      Transactions Parties and Relation with the Company

        a.      Seller:

                MAS, constitutes a company having affiliate relationship with the Foundation, whereas MAS is an
                indirect subsidiary of the Company.

        b.      Buyer:

                The Foundation engages in social humanitarian dan has the same key management as the Company,
                namely the President Director of the Company who also serves as Chairman of the Foundation.

5.      Nature of the Affiliated Relationships of Transaction Parties with the Company

        a.      From the Seller Side:
                55.89% shares of MAS owned by BKS, whereas 51.00 % shares of BKS owned by as the Company. President
                Director of the Company, is also the Chairman of the Foundation.

        b.      From the Buyer Side:
                Chairman of the Foundation, is President Director of the Company.

6.      Considerations and Reasons for Conducting the Transaction Compared to Other Similar Transaction with
        Non-Affiliated Parties

        The Transaction was carried out with an affiliated party and not with other third parties with the consideration that the
        plot of land owned by MAS purchased by Foundation will be developed to be the facilities which are useful for the
        community surrounding the Company and/or the projects of its subsidiaries.

        The Company aims to develop all of its projects including MAS by fostering maximum synergy among the integrated
        areas within the PIK 2 region, ensuring that each property industry business portfolio owned by the Company
        contributes added value to its consolidated financial performance.

        In line with the Company's business strategy, the Company through MAS continues to focus on expanding the scale

       of its projects in the PIK 2 area by planning for organic growth. This is based on the recognition that transactions
       involving land in this area are part of the Company's plan to develop the PIK 2 region to meet the growing demand for
       educational facilities, which is increasing along with the rising population and residential developments in the PIK 2
       area.

       By undertaking these transactions, the Company through MAS consistently seeks potential business opportunities to
       maximize the value of its future investments. The Company views the property industry as having significant potential
       to positively impact its business development and to create optimal business synergy, particularly in the development
       of the PIK 2 area. This enables the Company to capitalize on all potential future benefits, ultimately enhancing its
       consolidated financial performance and providing added value for its shareholders.

           III.   SUMMARY OF APPRAISER’S REPORT ON APPRAISAL OF THE TRANSACTION OBJECT

Kantor Jasa Penilai Publik (KJPP) Suwendho Rinaldy dan Rekan (KJPP SRR), an authorized KJPP based on the Decree of
the Minister of Finance No. 2.09.0059 dated August 20, 2009 which is registered as a capital market supporting profession at
OJK with a Letter of Registration of Capital Market Supporting Profession from OJK No. STTD.PPB-05/PJ-1/PM.02/2023
dated June 8, 2023 (Property and Business Valuer), has been assigned by the management of the Company to provide an
opinion as an independent valuer of the market value of the property of PT Mega Andalan Sukses (“MAS”) in accordance with
the proposal of KJPP SRR No. 241126.001/SRR-JK/SPN-A/PANI/OR dated November 26, 2024 which has been approved
by the management of the Company.

The following is a summary of the property valuation report as outlined in the Property Valuation Report Prepared for PT Pantai
Indah Kapuk Dua Tbk No. 00695/2.0059-02/PI/03/0242/1/XII/2024 dated December 18, 2024:

1. Objective and Purpose of the Valuation

   The objective of the valuation of the Object of Valuation is to provide an opinion on the market value, as of the valuation
   date, of the Object of Valuation, expressed in Rupiah. The purpose of the above assignment is to fulfill the needs of the
   Company in order for the sale of the Object of Valuation.

2. Assumptions and Limiting Conditions

   The assumptions and limiting conditions used in the valuation are as follows:

   -     The valuation report of the Object of Valuation is a non-disclaimer opinion report;
   -     KJPP SRR has reviewed the documents used in the valuation process of the Object of the Valuation;
   -     The data and information used in the valuation of the Object of the Valuation are sourced from and or validated by
         the Indonesian Society of Appraisers (“MAPPI”);
   -     KJPP SRR is responsible for the implementation of the preparation of the valuation report of the Object of Valuation;
   -     The valuation report of the Object of Valuation is a report that is open to the public unless there is confidential
         information, which may affect the Company's operations;
   -     KJPP SRR is responsible for the valuation report of the Object of Valuation and the conclusion of the final value;
   -     KJPP SRR has reviewed the legal status of the Object of Valuation.

3. Main Assumptions

   The valuation does not take into account the costs and taxes incurred due to the sale and purchase, as regulated in OJK
   Regulation No. 28/POJK.04/2021 dated December 28, 2021 regarding Valuation and Presentation of Property Valuation
   Reports in the Capital Market (“POJK 28/2021”) and the Code of Ethics of Indonesian Appraisers and Indonesian Valuation
   Standards VII Edition 2018 (“KEPI & SPI”).

4. The Object of Valuation

   The object valued in this valuation is the Object of Valuation, namely property on/of the name of MAS in the form of vacant
   land covering an area of 13,790 m² located in Tanjung Burung Village, Teluknaga Subdistrict, Tangerang Regency, Banten
   Province.

5. Inspection of the Object of Valuation

     Physical inspection of the Object of Valuation was conducted on December 6, 2024

6. Date of Valuation

     The date of valuation is set as of June 30, 2024. This date was chosen based on consideration of the purpose and objective
     of the valuation.

7. Valuation Approach

     The approach used in this valuation is the market approach. The market approach is a valuation approach that uses
     transaction data or offers of comparable and similar properties to the Object of Valuation in the form of land based on a
     process of comparison and adjustment.

     The market approach is used in this valuation by considering that at the time of the field inspection, comparable and similar
     property comparison data was found that can be used in the valuation process.

8. Valuation Conclusion

     Based on the result of valuation from the independent valuer KJPP SRR, the market value of the property owned/on behalf
     of MAS as of June 30, 2024 is amounted to Rp 44,128,000,000.00.

               IV.   SUMMARY OF APPRAISER'S REPORT ON THE FAIRNESS OF THE TRANSACTION

Referring to the provisions in POJK 42/2020, to ensure the fairness of the transactions carried out by the Company's group,
the Company has appointed the Kantor Jasa Penilai Publik Kusnanto & Partners ("KJPP KR") to to give fairness opinion on
the Transaction, which has been stated in fairness opinion report of the Transaction
No. 00182/2.0162-00/BS/05/0153/1/XII/2024 dated 19 December 2024.

1.         Identity of the Parties in the Transaction

           The transacting parties in the Transaction are MAS and the Foundation.

2.         Object of Fairness Analysis

           The transaction object in the fairness opinion of the Transaction is the transaction which MAS has sold 13.790 m2
           of land located in Tanjung Burung Village, Teluknaga Subdistrict, Tangerang Regency, Banten Province to the
           Foundation with a transaction value of Rp 62.12 billion.

3.         Purpose of Fairness Opinion

           Purpose and objective of the preparation of the fairness opinion on the Transaction is to provide an overview on the
           fairness of the Transaction to the Company’s Directors from financial aspects and to comply with the applicable
           regulations, i.e. POJK 42/2020.

4.         Assumptions and Limiting Conditions

           The fairness opinion analysis on the Transaction was prepared using the data and information as disclosed above,
           such data and information of which KJPP KR have reviewed. In performing the analysis, KJPP KR relied on the
           accuracy, reliability and completeness of all financial information, information on the legal status of the Company
           and other information provided to us by the Company or publicly available and KJPP KR are not responsible for the
           accuracy of such information. Any changes to the data and information may materially influence the outcome of our
           opinion. KJPP KR also relied on assurances from the management of the Company that they did not know the facts
           which led to the information given to us to be incomplete or misleading. Therefore, KJPP KR are not responsible for
           the changes in the conclusions of our fairness opinion caused by changes in those data and information.

           The Company's financial projections before and after the Transaction was prepared by the Company's management.
           KJPP KR have reviewed such financial projections and those financial projections have described the operating
           conditions and performance of the Company. Overall, there were not any significant adjustments to be made to the
           performance targets of the Company.

     KJPP KR did not perform an inspection of the Company's fixed assets or facilities. In addition, KJPP KR also did
     not give an opinion on the tax impact of the Transaction. The service KJPP KR provided to the Company in
     connection with the Transaction merely was the provision of the fairness opinion on the Transaction, not accounting
     services, auditing or taxation. KJPP KR did not perform observation on the validity of the Transaction from legal
     aspects and implication of taxation aspects. The fairness opinion on the Transaction was only performed from
     economic and financial aspects. The fairness opinion report on the Transaction represented a non-disclaimer
     opinion and was an open-for-public report unless there was confidential information on such report, which might
     affect the Company's operations. Furthermore, KJPP KR have also obtained the information on the legal status of
     the Company and BKS based on the articles of association of the Company and BKS.

     KJPP KR’s work related to the Transaction was not and could not be interpreted in any form, a review or an audit or
     an implementation of certain procedures of financial information. The work was also not intended to reveal
     weaknesses in internal control, errors or irregularities in the financial statements or violation of law. In addition, KJPP
     KR did not have the authority and was not in a position to obtain and analyze a form of other transactions that existed
     and might be available to the Company other than the Transaction and the effect of these transactions to the
     Transaction.

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

     In preparing the fairness opinion, KJPP KR applied several assumptions, such as the fulfillment of all conditions and
     obligations of the Company as well as all parties involved in the Transaction. Transaction would be executed as
     described accordingly to a predetermined time period and the accuracy of the information regarding the Transaction
     which was disclosed by the Company's management.

     The fairness opinion should be viewed as a whole and the use of partial analysis and information without considering
     other information and analysis as a whole may cause a misleading view and conclusion on the process underlying
     the fairness opinion. The preparation of the fairness opinion was a complicated process and might not be possible
     to perform through incomplete analysis.

     KJPP KR also assumed that from the issuance date of the fairness opinion until the execution date of the
     Transaction, there were no changes that could materially affect the assumptions used in the preparation of the
     fairness opinion. KJPP KR are not responsible to reaffirm or to supplement or to update our opinion due to the
     changes in the assumptions and conditions as well as events occurring after the letter date. The calculation and
     analysis in the fairness opinion have been performed properly and KJPP KR are responsible for the fairness opinion
     report.

     The conclusion of the fairness opinion is applicable for no changes that might materially impact on the Transaction.
     Such changes include, but not limited to, the changes in conditions both internally on the Company and externally
     on the market and economic conditions, general conditions of business, trading and financial as well as government
     regulations of Indonesia and other relevant regulations after the issuance date of the fairness opinion report.
     Whenever after the issuance date of the fairness opinion report such changes occur, the fairness opinion on the
     Transaction might be different.

5.   Approach and Valuation Method

     In evaluating the fairness opinion on the Transaction, we have performed analysis through the approaches and
     procedures of the fairness opinion on the Transaction as follow:

     I. Analysis of the Transaction;
     II. Qualitative and quantitative analysis of the Transaction; and
     III. Analysis of the fairness on the Transaction.

6.   Fairness Opinion on the Transaction

     Based on the scope of work, assumptions, data, and information acquired from the Company's management which
     was used in the preparation of this fairness opinion report, a review of the financial impact on the Transaction as
     disclosed in the fairness opinion report, therefore in our opinion, the Transaction is fair.

            V.     STATEMENT OF THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS

1.     Statement of the Board of Directors

       The Board of Directors declares that:

       -         This Affiliated Transaction has fulfilled adequate procedures in accordance with the Company's internal
                 policies in order to ensure that Affiliated Transactions are carried out in accordance with good and generally
                 accepted business practices; and

       -         This Transaction is Affiliated Transaction as referred in OJK Regulation No. 42/2020, however, is not Material
                 Transaction as referred in OJK Regulation No. 17/2020.

2.     Statement of the Board of Commissioners and Board of Directors

       The Board of Commissioners and the Board of Directors declare that:

       -         The Transaction is not a Conflict of Interest Transactions as referred to in OJK Regulation No. 42/2020; and

       -         All material information has been disclosed in this Disclosure of Information and the information is not
                 misleading and can be properly accountable.

                                            VI.   ADDITIONAL INFORMATION

If the shareholders require further information on the Transaction, the shareholders may contact the Company at the address,
as follows:

                                               PT Pantai Indah Kapuk Dua Tbk

                              Office Tower Agung Sedayu Group 8th dan 10th Floor Unit G
                     Jl. Marina Raya, Kamal Muara, Penjaringan, Jakarta Utara 14470 Indonesia
                                                Phone: (021) 3973 4100
                                                       Website:
                                        https://www.pantaiindahkapukdua.com/
            Email: corporate.secretary@pantaiindahkapukdua.com / corporate.secretary@agungsedayu.com