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DISCLOSURE OF INFORMATION TO SHAREHOLDERS IN COMPLIANCE WITH FINANCIAL SERVICES AUTHORITY
REGULATION NO.42/POJK.04/2020 REGARDING AFFILIATED TRANSACTIONS AND CONFLICT OF INTEREST
TRANSACTIONS ('POJK 42/2020').
If there any difficulties in understanding this information disclosure or uncertain about making decisions, it is
advisable to consult with a securities broker, investment manager, legal consultant, accountant, or other
professional advisor.
PT SUMBER ALFARIA TRIJAYA TBK
(the “Company”)
Domiciled in Tangerang
Line of Business:
Retail trade in minimarket format
and franchise services
Head Office:
Alfa Tower
Jl. Jalur Sutera Barat Kav. 9
Alam Sutera, Tangerang 15143
Indonesia
Phone: (62-21) 808 21 555
Faximile: (62-21) 808 21 556
Website: www.alfamart.co.id
The Board of Directors and the Board of Commissioners of the Company, both individually and collectively,
declare that this transaction does not contain any conflict of interest as referred to in POJK 42/2020.
The Board of Commissioners and Directors of the Company declare the completeness of the information as
disclosed in this disclosure and, after conducting a thorough examination, confirms that the information
contained in this disclosure is true, without any material and relevant facts that have not been disclosed or
omitted, which would render the information provided in this disclosure inaccurate and/or misleading.
The Board of Directors of the Company, both individually and collectively, declares that this affiliated
transaction has undergone adequate procedures to ensure that the affiliated transaction is carried out in
accordance with business practices in general.
This Information Disclosure is issued in Tangerang on June 17, 2026.
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Affilliations : Has the meaning as regulated under Article 1 of Law No. 8 of 1995 concerning
the Capital Market, as most recently amended by Law No. 4 of 2023
concerning the Development and Strengthening of the Financial Sector, in
conjunction with POJK 42/2020, namely:
a. Family relationships by marriage and by blood up to the second degree,
both horizontally and vertically, namely the relationship of a person with:
1. a spouse;
2. the parents of a spouse and the spouse of a child;
3. the grandparents of a spouse and the spouse of a grandchild;
4. the siblings of a spouse and their respective spouses; or
5. the spouse and siblings of the person concerned.
b. Family relationships by blood up to the second degree, both horizontally
and vertically, namely the relationship of a person with:
1. parents and children;
2. grandparents and grandchildren; or
3. siblings of the person concerned.
c. The relationship between a party and its employees, directors, or
commissioners;
d. The relationship between two or more companies in which there are one
or more members of the board of directors, management, board of
commissioners, or supervisory board in common;
e. The relationship between a company and a party which, directly or
indirectly, in any manner, controls or is controlled by the company or
such party in determining the management and/or policies of the
company or party concerned;
f. The relationship between two or more companies that are controlled,
directly or indirectly, in any manner, in determining the management
and/or policies of the company by the same party; or
g. The relationship between a company and a major shareholder, namely a
party that directly or indirectly holds at least 20% of the voting shares of
the company.
ATBL : Alfamart Trading Bangladesh Ltd, a limited company, established based on
and subject to the laws of the People's Republic of Bangladesh and
headquartered in the L7, Tropical Maanco Tower, 112 Gulshan Badda Link
Rd., Dhaka-1212, Bangladesh, Dhaka, PO: 1212, Bangladesh.
ARA : Alfamart Retail Asia Pte., Ltd., a private limited company, established based
on and subject to the laws of the Republic of Singapore and headquartered in
16 Raffles Quay, #19-01, Hong Leong Building, Singapura 048581.
ATP : Alfamart Trading Philippines Inc, an incorporated company, established based
on and subject to the laws of the Republic of the Philippines and
headquartered in Alfamart Center, Block 1, Lots 3, 4 and 5, Daiichi Industrial
Park Special Economic Zone, Barangay Maguyam, Silang, Cavite, 4118,
Philippines.
GWI : Glory Worldwide Investments Pte., Ltd a private limited company, established
based on and subject to the laws of the Republic of Singapore and
headquartered in 3 Church Street, #12-04, Samsung Hub, Singapura 049483.
Mutual Agreement : The Mutual Agreement dated April 6, 2026 entered into by GWI and ARA.
KJPP KR : Kusnanto & Partner Public Appraisal Office as an independent appraiser,
registered with the Financial Services Authority of the Republic of Indonesia,
appointed by the Company to conduct an appraisal of fair value and/or
reasonableness of the Transaction.
OJK : Indonesia Financial Services Authority.
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ATBL Shares Transfer : The sale of 2,207,489 (two million two hundred seven thousand four hundred
eighty-nine) shares in ATBL, each with a nominal value of BDT100 (one
hundred Bangladeshi Taka) per share, representing 70% (seventy percent) of
the issued share capital of ATBL, pursuant to the ATBL Share Purchase
Agreement.
ATP Shares Transfer : The sale of 5,450,000 (five million four hundred fifty thousand) shares in ATP,
each with a nominal value of PHP100 (one hundred Philippine Pesos) per
share, representing 10% (ten percent) of the issued share capital of ATP,
pursuant to the ATP Share Purchase Agreement.
Paid-Up Capital of ARA : The issuance by ARA of 49,751,040 (forty-nine million seven hundred fifty-
one thousand forty) new shares, each having a nominal value of USD1 (one
United States Dollar) per share, all of which shall be fully subscribed by GWI.
Company : PT Sumber Alfaria Trijaya Tbk, a public listed company, established based on
and subject to the laws of the Republic of Indonesia, and headquartered in
the city of Tangerang, Banten, Indonesia.
Controlled Companies : It has the meaning as defined in POJK 42/2020, which is companies that are
controlled either directly or indirectly by a publicly listed companies.
POJK 17/2020 : Regulation of The Financial Services Authority of The Republic of Indonesia
Number 17/POJK.04/2020 of 2020 on Material Transactions and Alteration of
Business Activities.
POJK 42/2020 : Regulation of The Financial Services Authority of The Republic of Indonesia
Number 42/POJK.04/2020 Of 2020 On Affiliated Transactions and Conflict-of-
Interest Transactions
ARA Subscription : The Subscription Agreement dated June 15, 2026 executed by GWI and ARA
Agreement in relation to the increase in the capital of ARA.
ATP Share Purchase : The Share Purchase Agreement dated June 15, 2026 entered into by GWI as
Agreement seller and ARA as purchaser in connection with the sale and purchase of
shares in ATP.
ATBL Share Purchase : The Share Sale and Purchase Agreement dated June 15, 2026 entered into by
Agreement GWI as seller and ARA as purchaser in connection with the sale and purchase
of shares in ATBL.
Transaction : Comprises a series of affiliated transactions, namely:
1. The Paid-Up Capital of ARA;
2. The transfer of shares in ATP; and
3. The transfer of shares in ATBL.
Affiliation Transaction : Transaction as defined under OJK Regulation No. 42/POJK.04/2020, namely
any activity and/or transaction conducted by a public company or its
Controlled Company with an Affiliate of such public company, or an Affiliate
of any member of the board of directors, board of commissioners, major
shareholder, or controller, including any activity and/or transaction
conducted by a public company or its Controlled Company for the benefit of
an Affiliate of such public company or an Affiliate of any member of the board
of directors, board of commissioners, major shareholder, controlling
shareholder.
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I. INTRODUCTION
This Information Disclosure is prepared in order to comply with the provisions of OJK Regulation No.
42/POJK.04/2020, which requires the Company to make an information disclosure in connection with an
Affiliated Transaction.
This Information Disclosure contains information regarding the Transaction conducted by ARA, as a
Controlled Company of the Company, with an Affiliate, namely GWI.
In connection with the implementation of the Transaction, the Company has entered into the following
transaction documents:
a. ARA Subscription Agreement, pursuant to which ARA shall issue 49,751,040 (forty-nine million seven
hundred fifty-one thousand forty) new series shares in ARA to GWI, with a total subscription value of
USD40,628,886 (forty million six hundred twenty-eight thousand eight hundred eighty-six United States
Dollars) or equivalent to Rp730,141,718,597 (seven hundred thirty billion one hundred forty-one million
seven hundred eighteen thousand five hundred ninety-seven Rupiah). Such amount is calculated based
on the Bank Indonesia middle exchange rate as of June 11, 2026, being USD1 (one United States Dollar)
= Rp17,971 (seventeen thousand nine hundred seventy-one Rupiah).
b. ATP Share Purchase Agreement, pursuant to which ARA shall purchase 5,450,000 (five million four
hundred fifty thousand) shares in ATP from GWI, each with a nominal value of PHP100 (one hundred
Philippine Pesos) per share, representing 10% (ten percent) of ATP’s capital, with a total purchase price
of USD10,529,222 (ten million five hundred twenty-nine thousand two hundred twenty-two United
States Dollars) or equivalent to Rp189,220,657,188 (one hundred eighty-nine billion two hundred
twenty million six hundred fifty-seven thousand one hundred eighty-eight Rupiah). Such amount is
calculated based on the Bank Indonesia middle exchange rate as of June 11, 2026, being USD1 (one
United States Dollar) = Rp17,971 (seventeen thousand nine hundred seventy-one Rupiah).
c. ATBL Share Purchase Agreement, pursuant to which ARA shall purchase 2,207,489 (two million two
hundred seven thousand four hundred eighty-nine) shares in ATBL from GWI, each with a nominal value
of BDT100 (one hundred Bangladeshi Taka) per share, representing 70% (seventy percent) of ATBL’s
capital, with a total purchase price of BDT220,748,900 (two hundred twenty million seven hundred
forty-eight thousand nine hundred Bangladeshi Taka), equivalent to USD1,798,362 (one million seven
hundred ninety-eight thousand three hundred sixty-two United States Dollars) or Rp32,133,335,703
(thirty-two billion one hundred thirty-three million three hundred thirty-five thousand seven hundred
three Rupiah). The value of BDT100 (one hundred Bangladeshi Taka) is equivalent to USD0.81 (zero
point eight one United States Dollars) based on the Central Bank of Bangladesh exchange rate as of June
11, 2026, where USD0.81 (zero point eight one United States Dollars) equals Rp14,557 (fourteen
thousand five hundred fifty-seven Rupiah), based on the Bank Indonesia middle exchange rate as of the
same date.
The aforementioned Transaction is described in detail in Part II of this Information Disclosure.
The Transaction constitutes a series of Affiliated Transactions as referred to in OJK Regulation No.
42/POJK.04/2020, as the entire transactions are conducted between ARA and GWI in order to integrate
related assets and business activities under ARA, aimed at creating operational efficiencies, while also
strengthening ARA’s capital structure through the entry of GWI as a strategic shareholder, whereby: (i) ARA
is a Controlled Company of the Company, in which 100% (one hundred percent) of ARA’s issued and paid-
up capital is owned by the Company; and (ii) GWI is an Affiliate of the Company due to the existence of
common management between the Company and GWI, as will be further described in detail in Part II of
this Information Disclosure. The Transaction does not constitute a Conflict of Interest Transaction as
regulated under OJK Regulation No. 42/POJK.04/2020.
Furthermore, the Transaction does not constitute a Material Transaction as regulated under OJK Regulation
No. 17/POJK.04/2020 because:
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a. Considering that the Transaction constitutes a series of transactions in which ARA will utilise the
proceeds from the ARA Capital Increase to make payments to GWI in connection with the Transfer of
Shares in ATP and the Transfer of Shares in ATBL, the value of the Transaction amounts to
Rp730,141,718,597 (seven hundred thirty billion one hundred forty-one million seven hundred eighteen
thousand five hundred ninety-seven Rupiah). The ratio between such Transaction value and the equity
of the Company based on the Company’s Consolidated Financial Statements as of 31 December 2025,
audited by Public Accounting Firm Purwanto Susanti dan Surja under Report No.
00275/2.1505/AU.1/05/1561-4/1/III/2026 dated March 26, 2026, amounting to Rp19,382,888,660,338
(nineteen trillion three hundred eighty-two billion eight hundred eighty-eight million six hundred sixty
thousand three hundred thirty-eight Rupiah), is 3.77% (three point seventy-seven percent), and
therefore does not constitute a material transaction; or
b. The ratio between ARA’s total assets of Rp309,760,425,996 (three hundred nine billion seven hundred
sixty million four hundred twenty-five thousand nine hundred ninety-six Rupiah) and the Company’s
total assets of Rp42,579,101,459,437 (forty-two trillion five hundred seventy-nine billion one hundred
one million four hundred fifty-nine thousand four hundred thirty-seven Rupiah) is 0.73% (zero point
seventy-three percent), which does not exceed 20% (twenty percent); or
c. The ratio between ARA’s net loss of Rp134,196,989,837 (one hundred thirty-four billion one hundred
ninety-six million nine hundred eighty-nine thousand eight hundred thirty-seven Rupiah) and the
Company’s net profit of Rp3,410,888,799,658 (three trillion four hundred ten billion eight hundred
eighty-eight million seven hundred ninety-nine thousand six hundred fifty-eight Rupiah) does not
exceed 20% (twenty percent); or
d. The ratio between ARA’s operating revenue of Rp0 (zero Rupiah) and the Company’s operating revenue
of Rp126,737,250,728,159 (one hundred twenty-six trillion seven hundred thirty-seven billion two
hundred fifty million seven hundred twenty-eight thousand one hundred fifty-nine Rupiah) does not
exceed 20%.
Accordingly, pursuant to Article 4 paragraph (1) of OJK Regulation No. 42/POJK.04/2020, the Company
is required to appoint an appraiser to determine the fair value of the object of the Affiliated Transaction
and/or the fairness of the Transaction, announce the relevant information disclosure to the public, and
submit the relevant information disclosure and supporting documents to OJK.
II. INFORMATION REGARDING THE TRANSACTION
A. Description of the Transaction
On April 6, 2026, ARA and GWI entered into a Mutual Agreement governing a series of interrelated
transactions constituting a single integrated transaction, with the objective of strengthening the capital
structure and operations of ARA, as a Controlled Company of the Company, in order to support the
Company’s business expansion in international markets.
Pursuant to the Mutual Agreement, the Transaction comprises a series of Affiliated Transactions as
follows:
1. Paid-Up Capital of ARA
Pursuant to the ARA Subscription Agreement, ARA shall increase its capital by issuing 49,751,040
(forty-nine million seven hundred fifty-one thousand forty) new shares, all of which shall be
subscribed for by GWI, thereby resulting in a change in the shareholding structure of ARA, such that
the Company will hold 49% (forty-nine percent) and GWI will hold 51% (fifty-one percent) of ARA’s
share capital (the “Paid-Up Capital of ARA”). The total subscription value amounts to USD40,628,886
(forty million six hundred twenty-eight thousand eight hundred eighty-six United States Dollars) or
equivalent to Rp730,141,718,597 (seven hundred thirty billion one hundred forty-one million seven
hundred eighteen thousand five hundred ninety-seven Rupiah).
Pursuant to the ARA Subscription Agreement, completion of the subscription of the new shares in
ARA by GWI shall take place on the completion date at ARA’s registered office or such other place
as may be agreed between ARA and GWI. For this transaction, GWI shall pay an amount of
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USD40,628,886 (forty million six hundred twenty-eight thousand eight hundred eighty-six United
States Dollars) to ARA, which shall be completed no later than the end of June 2026.
The ARA Subscription Agreement is governed by the laws of Singapore.
Accordingly, the capital structure and shareholding composition of ARA will be as follows:
Before After
SAT SAT GWI
100%
49% 51%
ARA
ARA
2. ATP Shares Transfer
The proceeds from the Capital Increase of ARA shall be utilised by ARA to acquire shares in ATP from
GWI. Pursuant to the ATP Share Purchase Agreement, ARA shall acquire 5,450,000 (five million four
hundred fifty thousand) shares in ATP, each with a nominal value of PHP100 (one hundred Philippine
Pesos) per share, representing 10% (ten percent) of the issued share capital of ATP, with an
aggregate purchase consideration of USD10,529,222 (ten million five hundred twenty-nine
thousand two hundred twenty-two United States Dollars) or the equivalent of Rp189,220,657,188
(one hundred eighty-nine billion two hundred twenty million six hundred fifty-seven thousand one
hundred eighty-eight Rupiah) (the “ATP Share Transfer”).
Subject to the satisfaction (or waiver, where applicable) of the conditions precedent set out in the
ATP Share Purchase Agreement, completion of the transfer of shares in ATP shall take place on June
15, 2026 or such other date as may be mutually agreed in writing by ARA and GWI. Such conditions
precedent include:
- that the representations and warranties of ARA and GWI are true, accurate, and not misleading
in all material respects as at the date of the ATP Share Purchase Agreement and as at the
completion date;
- that each party has duly performed and complied with all covenants, undertakings, and
obligations required to be performed or complied with on or prior to completion under the ATP
Share Purchase Agreement; and
- evidence that GWI, as seller, has delivered prior written notification to SM Retail, Inc. in relation
to the transfer of ATP shares by GWI to ARA in accordance with the articles of association of ATP.
Pursuant to the ATP Share Purchase Agreement, GWI and ARA shall comply with all applicable
procedures and requirements under Philippine law, including the submission of ARA’s corporate
resolutions as purchaser in connection with the execution of the ATP Share Purchase Agreement,
duly notarised and where executed outside the Philippines, duly apostilled.
The ATP Share Purchase Agreement shall be governed by and construed in accordance with the laws
of the Republic of the Philippines.
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Accordingly, the capital structure and shareholding composition of ATP will be as follows:
Before After
ARA GWI ARA
35% 10% 45%
ATP
ATP
3. ATBL Shares Transfer
The proceeds from the Capital Increase of ARA shall be utilised by ARA to acquire shares in ATBL
from GWI. Pursuant to the ATBL Share Purchase Agreement, ARA shall acquire 2,207,489 (two
million two hundred seven thousand four hundred eighty-nine) shares in ATBL, each with a nominal
value of BDT100 (one hundred Bangladeshi Taka) per share, representing 70% (seventy percent) of
ATBL’s share capital, with an aggregate purchase consideration of BDT220,748,900 (two hundred
twenty million seven hundred forty-eight thousand nine hundred Bangladeshi Taka), equivalent to
USD1,798,362 (one million seven hundred ninety-eight thousand three hundred sixty-two United
States Dollars) or Rp32,133,335,703 (thirty-two billion one hundred thirty-three million three
hundred thirty-five thousand seven hundred three Rupiah) (the “ATBL Share Transfer”).
Pursuant to the ATBL Share Purchase Agreement, GWI shall procure and complete all procedures
and requirements applicable under the laws and regulations of Bangladesh, including the
registration of ARA as a shareholder of ATBL in the register of shareholders and with the relevant
Government offices in Bangladesh.
The ATBL Share Purchase Agreement shall be governed by and construed in accordance with the
laws of Bangladesh.
Accordingly, the capital structure and shareholding composition of ATBL will be as follows:
Before After
KAZI GWI KAZI ARA
30% 70% 30% 70%
ATBL ATBL
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The Capital Increase of ARA, the Transfer of ATP Shares, and the Transfer of ATBL Shares constitute
a series of Affiliated Transactions as referred to under OJK Regulation No. 42/POJK.04/2020, as all
such transactions are conducted between ARA and GWI, whereby: (i) ARA is a Controlled Company
of the Company, with 100% (one hundred percent) of its issued and paid-up capital owned by the
Company; and (ii) GWI is an Affiliate of the Company due to the existence of common management
between the Company and GWI. In this regard, Mr. Budiyanto Djoko Susanto serves as a
Commissioner of the Company and a Director of GWI.
B. The Parties in the Transaction
1. The Company
Brief History
The Company was established under the name "PT Sumber Alfaria Trijaya" as stated in the Deed of
Establishment of Limited Liability Company PT Sumber Alfaria Trijaya No. 21 dated February 22,
1989, made before Gde Kertayasa, S.H., a Notary in Jakarta, which obtained approval from the
Minister of Justice of the Republic of Indonesia in accordance with Decree No. C2-7158
HT.01.01.Th.89 dated August 7, 1989. It has been registered at the Registry of the North Jakarta
District Court under No. 11/Leg/1999 dated July 12, 1999, and has been announced in the Additional
State Gazette No. 4414, State Gazette of the Republic of Indonesia ("BNRI") No. 59 dated July 23,
1999.
The Articles of Association of the Company have been amended several times, with the latest
amendment stated in the Deed of Resolutions of the Annual General Meeting of Shareholders of PT
Sumber Alfaria Trijaya Tbk. No. 44 dated May 16, 2024, made in before Sriwi Bawana Nawaksari,
S.H., M.Kn., a Notary in Tangerang Regency, which has been approved by the Minister of Law of the
Republic of Indonesia (“MOL”) pursuant to Decree No. AHU-0034520.AH.01.02.TAHUN 2024 dated
June 11, 2024, and has been recorded in the Company Register at the Ministry of Law of the Republic
of Indonesia (“MOL”) under No. AHU-0115180.AH.01.11.TAHUN 2024 dated June 11, 2024.
Business Activities and Domicile
The Company's business activities are in the retail trade sector through the minimarket format and
franchise services. The Company headquartered at Alfa Tower, 12th floor, Jl. Jalur Sutera Barat Kav.
7-9, Tangerang 15143.
Shareholders Composition
The shareholders composition of the Company as of May 31, 2026, based on data from
The Indonesia Central Securities Depository (KSEI), is as follows:
Nominal Value per Share Rp.10,-
Number of shares Nominal Value Percentage
(Rp) (%)
Issued & Paid-Up Capital:
PT Sigmantara Alfindo 16,151,783,259 161,151,783,259 38.90
PT Amanda Cipta Persada 5,828,544,500 58,285,445,000 14.04
Public under 5% 19,111,504,941 191,115,049,410 46.02
Treasury Stock 432,669,000 4,326,690,000 1.04
Total Issued & Paid-Up Capital: 41,524,501,700 415,245,017,000 100,00
Management and Supervision
In accordance with the Deed of Resolution of the Annual General Meeting of Shareholders of PT
Sumber Alfaria Trijaya Tbk, No. 55 dated May 17, 2023, made before Sriwi Bawana Nawaksari, S.H.,
M.Kn., Notary in Tangerang Regency, and received and recorded in the Administration System of the
Ministry of Law and Human Rights in accordance with Letter of Acceptance of Notification of
Company Data Changes No. AHU-AH.01.09-0121269 dated May 26, 2023, the composition of the
Board of Commissioners and the Board of Directors of the Company is as follows:
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Board of Commissioners
President Commissioner : Feny Djoko Susanto
Commissioner : Budiyanto Djoko Susanto
Independent Commissioner : Drs. Setyo Wasisto, S.H.
Independent Commissioner : Budi Setiyadi
Board of Directors
President Director : Anggara Hans Prawira
Director : Bambang Setyawan Djojo
Director : Tomin Widian
Director : Soeng Peter Suryadi
Director : Harryanto Susanto
Director : Solihin
2. ARA
Brief History
ARA was duly incorporated on 8 October 2013 in Singapore. ARA is registered as a Private Company
Limited by Shares under entity number 201327324W, pursuant to the Certificate Confirming
Incorporation of Company dated 9 October 2013 issued by the Accounting and Corporate Regulatory
Authority (ACRA) of Singapore.
Business Activities and Domicile
The ARA's business activities is that of a holding company. ARA is domiciled at 16 Raffles Quay, #19-
01, Hong Leong Building, Singapore 048581.
Shareholders Composition
The capital structure and shareholding composition of ARA as of the date of this Information
Disclosure are as follows:
Number of Shares Nominal Value Percentage
(USD/Rp*) (%)
Perseroan 47,800,020 41,419,262 / 49.00
744,345,557,402
Glory Worldwide Investments Pte. Ltd 49,751,040 40,628,886 / 51.00
730,141,718,597
Total Issued & Paid-Up Capital: 97,551,060 82,048,148 / 100.00
1,474,487,275,999
*Such amount has been calculated based on the Bank Indonesia middle exchange rate as of June 11, 2026, namely USD 1
(one United States Dollar) = IDR 17,971 (seventeen thousand nine hundred seventy-one Indonesian Rupiah)
Management and Supervision
The composition of the Board of Directors of ARA as of the date of this Information Disclosure is as
follows:
Board of Directors
Director : Bambang Setyawan Djojo
Director : Tan Sze Lian Celine
3. GWI
Brief History
GWI was duly incorporated on October 8, 2013 in Singapore. GWI is registered as a Private Company
Limited by Shares under entity registration number 201327319Z, as evidenced by the Certificate
Confirming Incorporation of Company dated October 8, 2013 issued by the Accounting and
Corporate Regulatory Authority (ACRA) of Singapore.
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Business Activities and Domicile
The GWI's business activities is that of a holding company. GWI is domiciled at 3 Church Street, #12-
04 Samsung Hub, Singapore 049483.
Composition of Shareholders
The capital structure and shareholding composition of GWI as of the date of this Information
Disclosure are as follows:
Number of shares Nominal Value Percentage
(SGD) (%)
Million Array International Ltd 22,900,021 48,907,420 100.00
Total Issued & Paid-Up Capital 22,900,021 48,907,420 100.00
Management and Supervision
The composition of the Board of Directors of GWI as of the date of this Information Disclosure is as
follows:
Board of Directors
Director : Catherine Rini Iskandar
Director : Budiyanto Djoko Susanto
4. ATP
Brief History
ATP was duly incorporated on January 7, 2014 in the Philippines. ATP is registered as a corporation
under entity registration number CS201400191, as evidenced by the Certificate of Incorporation
dated January 7, 2014 issued by the Philippines Securities and Exchange Commission (SEC).
Business Activities and Domicile
The ATP's business activities include trading, distribution, and logistics. ATP is domiciled at Alfamart
Center, Block 1, Lots 3, 4 and 5, Daiichi Industrial Park Special Economic Zone, Barangay Maguyam,
Silang, Cavite 4118, Philippines.
Composition of Shareholders
The capital structure and shareholding composition of ATP as of the date of this Information
Disclosure are as follows:
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Nominal Value per Share 100 PHP/Rp29.261
Number of shares Nominal Value Percentage
(PHP/Rp*) (%)
SM Retail Inc. 27,255,448 2,725,544,800 / 50.01
797,521,663,928
Alfamart Retail Asia Pte, Ltd, 19,074,998 1,907,499,800 / 35.00
558,153,516,478
Glory Worldwide Investments Pte, Ltd 5,450,000 545,000,000 / 10.00
159,472,450,000
Robert Kwee 2,719,550 271,955,000 / 4.99
79,576,752,550
Edwin Sutanto 1 100 / 0.00
29,261
Harvey T, Ong 1 100 / 0.00
29,261
Bambang Setyawan Djojo 1 100 / 0.00
29,261
Roque A, Lim 1 100 / 0.00
29,261
Total Issued & Paid-Up Capital 54,500,000 5,450,000,000/ 100.00
1,594,724,500,000
*Such amount has been calculated based on the Bank Indonesia middle exchange rate as of June 11, 2026, namely PHP 1
(one Philippine Peso) = IDR 293 (two hundred ninety-three Indonesian Rupiah).
Management and Supervision
The composition of the Board of Directors of ATP as of the date of this Information Disclosure is as
follows:
Chairman : Edwin Sutanto
Board of Directors
President Director : Harvey T. Ong
Director : Bambang Setyawan Djojo
Director : Robert Kwee
5. ATBL
Brief History
ATBL was duly incorporated on 8 September 2025 in Bangladesh. ATBL is registered as a limited
company under entity registration number C-204535/2025, as evidenced by the Certificate of
Incorporation dated 8 September 2025 issued by the Registrar of Joint Stock Companies and Firms,
Bangladesh (RJSC).
Business Activities and Domicile
The ATBL's principal business activity is retail. ATBL is domiciled at L7, Tropical Maanco Tower, 112
Gulshan Badda Link Road, Dhaka-1212, Bangladesh, Dhaka, P.O. 1212, Bangladesh.
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Composition of Shareholders
The capital structure and shareholding composition of ATBL as of the date of this Information
Disclosure are as follows:
Nominal Value per Share 100 BDT/Rp14.557
Number of shares Nominal Value Percentage
(BDT/Rp*) (%)
GWI 2,207,489 220,748,900/ 70.00
32,133,335,703
Kazi Retail Limited 946,067 94,606,700/ 30.00
13,771,433,746
Total Issued & Paid-Up Capital 3,153,556 315,355,600/ 100.00
45,904,769,450
* BDT 100 (one hundred Bangladeshi Taka) = USD 0.81 (zero point eight one United States Dollar), based on the exchange
rate of the Central Bank of Bangladesh as of June 11, 2026, where USD 0.81 (zero point eight one United States Dollar) = IDR
14,557 (fourteen thousand five hundred fifty-seven Indonesian Rupiah), based on the Bank Indonesia middle exchange rate
as of June 11, 2026.
Management and Supervision
The composition of the Board of Directors of ATBL as of the date of this Information Disclosure is as
follows:
Board of Directors
Director : Saiful Islam
Director : Tri Prasetyo
Director : Hendra
Director : Kazi Zahin Shahpar Hasan
C. Nature of Affiliation Relationship of Parties Conducting Transactions
The Capital Increase Transaction of ARA, the Transfer of Shares in ATP, and the Transfer of Shares in
ATBL constitute a series of Affiliated Transactions as defined under OJK Regulation No. 42/POJK.04/2020
concerning Affiliated and Conflict of Interest Transactions, as all such transactions are conducted
between ARA and GWI, whereby: (i) ARA is a Controlled Company of the Company, with 100% (one
hundred percent) of its issued and paid-up capital owned by ARA; and (ii) GWI qualifies as an Affiliate
of the Company due to overlapping management between the Company and GWI. In this respect, Mr.
Budiyanto Djoko Susanto serves concurrently as a Commissioner of the Company and a Director of GWI.
D. Background, Reasons, and Benefits of the Transaction
As part of the Company’s long-term strategy to strengthen its position in the global market, the
Company, through its Controlled Company, namely ARA, actively identifies and evaluates international
business development opportunities. In response to increasingly competitive industry dynamics, the
Company considers it necessary to enhance capital flexibility, expand market access, and strengthen its
business network.
The Company, through ARA, has undertaken a series of Affiliated Transactions involving GWI, ATP, and
ATBL, which are structured as a single integrated arrangement to consolidate related assets and
business activities under ARA. Such integration is intended to create operational efficiencies, while also
strengthening ARA’s capital structure through the entry of GWI as a strategic shareholder.
The implementation of the aforementioned series of transactions forms part of the Company’s roadmap
to strengthen ARA’s role as a core business line with competitiveness and growth capacity in the
international market.
Through GWI’s entry as a shareholder of ARA in the Capital Increase of ARA, ARA obtains strengthening
of its capital structure through the injection of equity capital, thereby ensuring that funding
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requirements for business development are not solely dependent on internal support from the
Company. In relation thereto, the Company’s ownership in ARA is diluted to 49% (forty-nine percent).
Such more open ownership structure is expected to enhance ARA’s capacity to access strategic support
and financing to further strengthen its global business footprint.
Furthermore, through the transfer of shares in ATP and ATBL by GWI to ARA, the Company indirectly
integrates business units with operational alignment into a single group under ARA. This will create
more efficient management and coordination in conducting business in the global market. With the
allocation of ownership interests and responsibilities shared with GWI, the Company is able to manage
its international expansion risk profile in a more prudent manner, while still maintaining significant
influence in determining the strategic direction of ARA.
This transaction is expected to accelerate the realization of strategic projects in global markets, which
will contribute positively to the Company’s reputation and portfolio on a global scale. Furthermore, it is
expected to create a stronger and more independent business structure within ARA, enabling the
Company to focus more on the development of its core business activities in Indonesia while continuing
to obtain strategic contributions from global business growth. In addition, this transaction is believed
to strengthen future consolidated financial position through equity growth and potential revenue from
the synergies created, which in turn is expected to provide added value to the Company and its
shareholders.
E. Effect of the Transaction on the Consolidated Financial Condition of the Company (Proforma)
The Company represents that the Transaction does not have the potential to disrupt the continuity of
the Company’s business operations.
III. SUMMARY OF INDEPENDENT VALUER'S OPINION (ASSET VALUATION)
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 DC Properties Management Corporation (“DPMC”) in accordance with the proposal
of KJPP SRR No. 260413.001/SRR-JK/SPN-A/AMRT/OR dated April 13, 2026 which has been approved by
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the management of the Company.
The following is a summary of the property valuation report as outlined in the Property Valuation Report
on/of the Name of DPMC No. 00282/2.0059-02/PI/10/0242/1/VI/2026 dated June 8, 2026:
A. 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 Philipines Peso. The purpose of the
above assignment is to provide information to the Company regarding the market value of the Object
of Valuation which will be used to support the valuation of DPMC shares conducted by KJPP KR.
B. 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.
C. 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”).
D. The Object of Valuation
The object valued in this valuation is the Object of Valuation, namely property on/of the name of DPMC
i.e.:
1. Land area 28,554.00 m² located at Daiichi Industrial Park, Maguyam Road, Municipality Silang,
Province Cavite, Philipines (“DC Silang”) dan
2. Land area 20,205.00 m² located at Sampaloc Sto. Cristo, Municipality Sariaya, Provice Quenzo,
Philipines (“DC Sariaya”)
The properties described above are collectively referred to as the “the Object of Valuation”.
E. Inspection of the Object of Valuation
Physical inspection of the Object of Valuation was conducted on May 4, 2026.
F. Date of Valuation
The date of valuation is set as of December 31, 2025. This date was chosen based on consideration of
the purpose and objective of the valuation.
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G. Valuation Approach
The valuation approach using in thios valuation is the market approach. The market approach is a
valuation approach that uses transaction or offering data on properties that are comparable and similar
to the Object of Valuation which is based on a comparison and adjustment process.
The market approach is used in the valuation of Object of Valuation in the form of land under
development by considering that at the time of field inspection, comparable and similar property
comparable data is found that can be used in the valuation process.
H. Valuation Conclusion
Based on the result of valuation from the independent valuer KJPP SRR, the market value of the property
on/of the name of DPMC as of December 31, 2025 is amounted to Php 352,621,000.00.
IV. SUMMARY OF INDEPENDENT VALUER'S OPINION
KJPP KR as registered KJPP based on the Ministry of Finance Decree No. 2.19.0162 dated 15 July 2019 and
listed as a capital market supporting profession of the OJK under Registered Letter of Capital Market
Supporting Profession of OJK No. KEP-210/KS.13/2026 (business appraiser), has appointed by the
Company’s management to give an opinion as independent appraisers on the market value of 100% shares
of ARA, market value of 10% shares of ATP, and market value of 70% shares of ATBL in accordance to the
engagement letter No. KR/260410-001 dated 10 April 2026 which was approved by the Company’s
management.
A. Summary of the Report of the Market Value of 100% Shares of Alfamart Retail Asia Pte. Ltd.
The following is a summary of the report of the market value of 100% shares of ARA as stated in report
No. 00112/2.0162-00/BS/05/0153/1/VI/2026 dated 10 June 2026:
1. Transaction Parties
The transacting parties in the Paid-Up Capital of ARA are GWI and ARA.
2. The Valuation Object
The valuation object is the market value of 100% shares of ARA.
3. The Purpose of the Valuation
The objective of the valuation is to obtain an independent opinion on the market value of the
valuation object stated in USD and/or its equivalency as of 31 December 2025.
The purpose of the valuation is to provide an overview on the market value of the valuation object
which would then be used as a reference and consideration by the Company's management in
accordance to the implementation of the Transaction and to comply with the applicable regulations,
POJK 42/2020.
This valuation was performed in compliance with the provisions of OJK Rule
No. 35/POJK.04/2020 concerning “Valuation and Presentation of Business Valuation Report in
Capital Markets” dated 25 May 2020 (“POJK 35/2020") and Indonesian Valuation Standards 2018,
Revised Edition SPI300, SPI310, SPI320, SPI330 (“SPI”).
4. Assumptions and Limiting Conditions
This valuation was prepared based on the market and economic conditions, general business and
financial conditions as well as applicable Government regulations until the date of issuance of this
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valuation report.
The valuation of the Valuation Object performed with the discounted cash flow method was based
on ATP’s financial statements projections prepared by the management of ATP. In preparing the
financial statements projections, various assumptions were developed based on the performance
of ATP in previous years and management’s plan for the future. KJPP KR have made some
adjustments to the financial statements projections in order to describe the operating conditions
and performance of ATP more fairly during the valuation. Overall, there were not any significant
adjustments that have been applied to the performance targets of ATP and reflect its fiduciary duty.
KJPP KR are responsible for the valuation and the fairness of the financial statements projections
based on the historical performance of ATP and the information from the management of ATP to
such financial statements projections. KJPP KR are also responsible for the valuation report of ATP
and the final value conclusion.
In the valuation assignment, KJPP KR assumed the fulfillment of all conditions and obligations of the
Company. KJPP KR also assumed that from the date of the valuation until the date of issuance of the
valuation report, there were no changes that could materially affect the assumptions used in the
valuation. KJPP KR are not responsible to reaffirm or to supplement or to update KJPP KR opinion
due to the changes in the assumptions and conditions as well as events occurring after the report
date.
In performing the analysis, KJPP KR assumed and relied on the accuracy, reliability, and
completeness of all financial information and other information provided to us by the Company and
ARA or publicly available which were essentially true, complete and not misleading and KJPP KR are
not responsible to perform an independent investigation of such information. KJPP KR also relied on
assurances from the management of the Company and ATP that they did not know the facts which
led to the information given to us to be incomplete or misleading.
The valuation analysis of the valuation object was prepared using the data and information as
disclosed above. Any changes to the data and information may materially affect the outcome of KJPP
KR opinion. KJPP KR are not responsible for the changes in the conclusions of KJPP KR valuation as
well as any losses, damages, costs or expenses caused by undisclosed information which led the data
obtained to be incomplete and/or could be misinterpreted.
Since the result of KJPP KR valuation extremely depended on the data and the underlying
assumptions, the changes in the data sources and assumptions based on market data would change
the result of our valuation. Therefore, KJPP KR stated that the changes to the data used could affect
the result of the valuation and that such differences could be material. Although the content of this
valuation report had been prepared in good faith and in a professional manner, KJPP KR are unable
to accept the responsibility for the possibility of the differences in KJPP KR conclusion caused by
additional analysis, the application of the valuation result as a basis to perform the analysis of the
transaction or any changes in the data used as the basis of the valuation. The valuation report of the
Valuation Object represents a non-disclaimer opinion and is an open-for-public report unless there
was confidential information on such a report, which might affect the operation of ARA.
KJPP KR’s work related to the valuation of the Valuation Object was not and could not be interpreted
in any form, a review or an audit or 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 the law. Furthermore, KJPP KR have also obtained the
information on the legal status ARA based on the articles of association of ARA.
5. The Valuation Methods Applied
The valuation methods applied in the valuation of the valuation object were discounted cash flow
method and guideline publicly traded company method.
The discounted cash flow method was used considering that the operations carried out by ATP in
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the future will still fluctuate according to the estimated ATP’s business development. In performing
the valuation through this method, ATP’s operations were projected based on the estimated ATP’s
business development. Future cash flows generated by financial statements projections were
converted into the present value using an appropriate discount rate to the level of risks. The
indicative value was the total present value of future cash flows.
The guideline public company method was adopted in this valuation because, although no publicly
listed companies with business scale and asset size comparable to the subject company were
identified in the stock market, the available market data of listed companies is considered
sufficiently relevant to serve as a benchmark for assessing the value of the shares owned by ARA.
The approaches and valuation methods above KJPP KR are considered to be the most suitable to be
applied in this assignment and had been approved by the management of the Company. It is possible
that the application of other valuation approaches and methods may give different results.
Furthermore, the values obtained from each of these methods are reconciled by weighting.
6. The Valuation Conclusion
Based on the analysis of all data and information that KJPP KR have received and by considering all
relevant factors affecting the valuation, therefore in KJPP KR opinion, the market value of the
valuation object as of December 31, 2025 was USD 36,95 million.
B. Summary of the Report of the Market Value of 10% Shares of Alfamart Trading Philippines Inc.
The following is a summary of the report of the market value of 10% shares of ATP as stated in report
No. 00113/2.0162-00/BS/05/0153/1/VI/2026 dated June 10, 2026:
1. Transaction Parties
The transacting parties in the ATP Shares Transfer are GWI and ARA.
2. The Valuation Object
The valuation object is the market value of 10% shares of ATP.
3. The Purpose of the Valuation
The objective of the valuation is to obtain an independent opinion on the market value of the
valuation object stated in PHP and/or its equivalency as of December 31, 2025.
The purpose of the valuation is to provide an overview on the market value of the valuation object
which would then be used as a reference and consideration by the Company's management in
accordance to the implementation of the ATP Shares Transfer and to comply with the applicable
regulations POJK 42/2020.
This valuation was performed in compliance with the provisions of POJK 35/2020 and SPI.
4. Assumptions and Limiting Conditions
This valuation was prepared based on the market and economic conditions, general business and
financial conditions as well as applicable Government regulations until the date of issuance of this
valuation report.
The valuation of the Valuation Object performed with the discounted cash flow method was based
on ATP’s financial statements projections prepared by the management of ATP. In preparing the
financial statements projections, various assumptions were developed based on the performance
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of ATP in previous years and management’s plan for the future. KJPP KR have made some
adjustments to the financial statements projections in order to describe the operating conditions
and performance of ATP more fairly during the valuation. Overall, there were not any significant
adjustments that have been applied to the performance targets of ATP and reflect its fiduciary duty.
KJPP KR are responsible for the valuation and the fairness of the financial statements projections
based on the historical performance of ATP and the information from the management of ATP to
such financial statements projections. KJPP KR are also responsible for the valuation report of ATP
and the final value conclusion.
In the valuation assignment, KJPP KR assumed the fulfillment of all conditions and obligations of the
Company. KJPP KR also assumed that from the date of the valuation until the date of issuance of the
valuation report, there were no changes that could materially affect the assumptions used in the
valuation. KJPP KR are not responsible to reaffirm or to supplement or to update KJPP KR opinion
due to the changes in the assumptions and conditions as well as events occurring after the report
date.
In performing the analysis, KJPP KR assumed and relied on the accuracy, reliability, and
completeness of all financial information and other information provided to us by the Company and
ARA or publicly available which were essentially true, complete and not misleading and KJPP KR are
not responsible to perform an independent investigation of such information. KJPP KR also relied on
assurances from the management of the Company and ATP that they did not know the facts which
led to the information given to us to be incomplete or misleading.
The valuation analysis of the valuation object was prepared using the data and information as
disclosed above. Any changes to the data and information may materially affect the outcome of KJPP
KR opinion. KJPP KR are not responsible for the changes in the conclusions of KJPP KR valuation as
well as any losses, damages, costs or expenses caused by undisclosed information which led the data
obtained to be incomplete and/or could be misinterpreted.
Since the result of KJPP KR valuation extremely depended on the data and the underlying
assumptions, the changes in the data sources and assumptions based on market data would change
the result of our valuation. Therefore, KJPP KR stated that the changes to the data used could affect
the result of the valuation and that such differences could be material. Although the content of this
valuation report had been prepared in good faith and in a professional manner, KJPP KR are unable
to accept the responsibility for the possibility of the differences in KJPP KR conclusion caused by
additional analysis, the application of the valuation result as a basis to perform the analysis of the
transaction or any changes in the data used as the basis of the valuation. The valuation report of the
Valuation Object represents a non-disclaimer opinion and is an open-for-public report unless there
was confidential information on such a report, which might affect the operation of ARA.
KJPP KR’s work related to the valuation of the Valuation Object was not and could not be interpreted
in any form, a review or an audit or 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 the law. Furthermore, KJPP KR have also obtained the
information on the legal status ARA based on the articles of association of ARA.
5. The Valuation Methods Applied
The valuation methods applied in the valuation of the valuation object were discounted cash flow
method and guideline publicly traded company method.
The discounted cash flow method was used considering that the operations carried out by ATP in
the future will still fluctuate according to the estimated ATP’s business development. In performing
the valuation through this method, ATP’s operations were projected based on the estimated ATP’s
business development. Future cash flows generated by financial statements projections were
converted into the present value using an appropriate discount rate to the level of risks. The
indicative value was the total present value of future cash flows.
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Page 19
The guideline public company method was adopted in this valuation because, although no publicly
listed companies with business scale and asset size comparable to the subject company were
identified in the stock market, the available market data of listed companies is considered
sufficiently relevant to serve as a benchmark for assessing the value of the shares owned by ATP.
The approaches and valuation methods above KJPP KR are considered to be the most suitable to be
applied in this assignment and had been approved by the management of the Company. It is possible
that the application of other valuation approaches and methods may give different results.
Furthermore, the values obtained from each of these methods are reconciled by weighting.
6. The Valuation Conclusion
Based on the analysis of all data and information that KJPP KR have received and by considering all
relevant factors affecting the valuation, therefore in KJPP KR opinion, the market value of the
valuation object as of December 31, 2025 was PHP 648,92 million.
C. Summary of the Report of the Market Value of 70% Shares of Alfamart Trading Bangladesh Limited
The following is a summary of the report of the market value of 70% shares of ATBL as stated in report
No. 00114/2.0162-00/BS/05/0153/1/VI/2026 dated June 10, 2026:
1. Transaction Parties
The transacting parties in the ATBL Shares Transfer are GWI and ARA.
2. The Valuation Object
The subject of the valuation is the market value of 2,207,489 shares in ATBL, representing 70% of
ATBL's share capital.
3. The Purpose of the Valuation
The objective of the valuation is to obtain an independent opinion on the market value of the
valuation object stated in BDT and/or its equivalency as of December 31, 2025.
The purpose of the valuation is to provide an overview on the market value of the valuation object
which would then be used as a reference and consideration by the Company's management in
accordance to the implementation of the ATP Shares Transfer and to comply with the applicable
regulations POJK 42/2020.
This valuation was performed in compliance with the provisions of POJK 35/2020 and SPI.
4. Assumptions and Limiting Conditions
This valuation was prepared based on the market and economic conditions, general business and
financial conditions as well as applicable Government regulations until the date of issuance of this
valuation report.
The valuation of the Valuation Object performed with the adjusted net asset method method was
based on ATBL’s audited financial statements. KJPP KR have made some adjustments to the financial
statements to describe the market value. KJPP KR are responsible for the valuation and the fairness
of the financial statements based on the historical performance of ATBL and the information from
the management of ATBL to such financial statements projections. KJPP KR are also responsible for
the valuation report of ATBL and the final value conclusion.
In the valuation assignment, KJPP KR assumed the fulfillment of all conditions and obligations of the
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Company. KJPP KR also assumed that from the date of the valuation until the date of issuance of the
valuation report, there were no changes that could materially affect the assumptions used in the
valuation. KJPP KR are not responsible to reaffirm or to supplement or to update KJPP KR opinion
due to the changes in the assumptions and conditions as well as events occurring after the report
date.
In performing the analysis, KJPP KR assumed and relied on the accuracy, reliability, and
completeness of all financial information and other information provided to us by the Company and
ARA or publicly available which were essentially true, complete and not misleading and KJPP KR are
not responsible to perform an independent investigation of such information. KJPP KR also relied on
assurances from the management of the Company and ARA that they did not know the facts which
led to the information given to us to be incomplete or misleading.
The valuation analysis of the valuation object was prepared using the data and information as
disclosed above. Any changes to the data and information may materially affect the outcome of KJPP
KR opinion. KJPP KR are not responsible for the changes in the conclusions of KJPP KR valuation as
well as any losses, damages, costs or expenses caused by undisclosed information which led the data
obtained to be incomplete and/or could be misinterpreted.
Since the result of KJPP KR valuation extremely depended on the data and the underlying
assumptions, the changes in the data sources and assumptions based on market data would change
the result of our valuation. Therefore, KJPP KR stated that the changes to the data used could affect
the result of the valuation and that such differences could be material. Although the content of this
valuation report had been prepared in good faith and in a professional manner, KJPP KR are unable
to accept the responsibility for the possibility of the differences in KJPP KR conclusion caused by
additional analysis, the application of the valuation result as a basis to perform the analysis of the
transaction or any changes in the data used as the basis of the valuation. The valuation report of the
Valuation Object represents a non-disclaimer opinion and is an open-for-public report unless there
was confidential information on such a report, which might affect the operation of ARA.
KJPP KR’s work related to the valuation of the Valuation Object was not and could not be interpreted
in any form, a review or an audit or 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 the law. Furthermore, KJPP KR have also obtained the
information on the legal status ATBL based on the articles of association of ATBL.
5. The Valuation Methods Applied
The valuation methods applied in the valuation of the valuation object were adjusted net asset
method and guideline publicly traded company method.
In performing the valuation using the adjusted net asset method, the value of all components of
assets and liabilities must be adjusted to their market value, except for components that already
reflect their market value (such as cash/bank or bank debt). The overall market value of the company
is then obtained by calculating the difference between the market value of all assets (both tangible
and intangible) and the market value of liabilities.
The guideline public company method was adopted in this valuation because, although no publicly
listed companies with business scale and asset size comparable to the subject company were
identified in the stock market, the available market data of listed companies is considered
sufficiently relevant to serve as a benchmark for assessing the value of the shares owned by ATP.
The approaches and valuation methods above KJPP KR are considered to be the most suitable to be
applied in this assignment and had been approved by the management of the Company. It is possible
that the application of other valuation approaches and methods may give different results.
Furthermore, the values obtained from each of these methods are reconciled by weighting.
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6. The Valuation Conclusion
Based on the analysis of all data and information that KJPP KR have received and by considering all
relevant factors affecting the valuation, therefore in KJPP KR opinion, the market value of the
valuation object as of December 31, 2025 was BDT 229,38 million.
V. SUMMARY OF THE INDEPENDENT APPRAISAL REPORT ON THE FAIRNESS OF THE TRANSACTION
KJPP KR as registered KJPP based on the Ministry of Finance Decree No. 2.19.0162 dated 15 July 2019 and
listed as a capital market supporting profession of the OJK under Registered Letter of Capital Market
Supporting Profession of OJK No. KEP-210/KS.13/2026 (business appraiser), has appointed by the
Company’s management to provide a fair opinion on the Transaction in accordance to the engagement
letter No. KR/260410-001 dated April 10, 2026 which was approved by the Company’s management.
The following is a summary of the report of the fairness opinion on the Transaction as stated in report No.
00116/2.0162-00/BS/05/0153/1/VI/2026 dated June 15, 2026.
1. Parties Involved in The Transaction
The transacting parties in the Transaction are the Company, GWI, and ARA.
2. The Fairness Object
The object of the transaction in the fairness opinion of the Transaction are:
• Transaction where ARA has increased its issued and paid-up capital through the issuance of
49,751,040 new shares, with a transaction value of USD 40.63 million, all of which were subscribed
by GWI. As a result, following the Capital Increase of ARA, the Company and GWI hold equity
interests in ARA of 49% and 51%, respectively.
• Transaction where ARA acquired 5,450,000 shares, representing 10% of the issued shares of ATP,
from GWI for a transaction value of USD 10.53 million in connection with the Transfer of ATP Shares.
• Transaction where ARA acquired 2,207,489 shares, representing 70% of the issued shares of ATBL,
from GWI for a transaction value of BDT 220.75 million in connection with the Transfer of ATBL
Shares.
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 POJK 42/2020.
The fairness opinion report was prepared in compliance with the provisions of POJK 35/2020 and SPI.
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
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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, ARA, ATP,
and ATBL based on the articles of association of the Company, ARA, ATP, and ATBL.
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
analyse 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 fulfilment 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.
22
Page 23
5. The Approach and Valuation Method
In evaluating the fairness opinion on the Transaction, KJPP KR had performed analysis through the
approaches and procedures of the fairness opinion on the Transaction as follows:
I. Analysis of the Transaction.
II. Qualitative and quantitative analysis of the Transaction.
III. Analysis of the fairness on the Transaction.
6. Fairness Opinion on the Transaction
Based on the scope of works, 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 KJPP KR’s opinion,
the Transaction is fair.
VI. EXPLANATION, CONSIDERATIONS, AND REASONS FOR CONDUCTING AFFILIATED TRANSACTIONS
COMPARED TO TRANSACTIONS OF SIMILAR NATURE THAT ARE NOT CONDUCTED WITH AFFILIATED
PARTIES
The Transaction is one of the strategic initiatives undertaken by the Company with its Affiliate. In this
regard, if the Transaction were conducted with a third party that is not affiliated with the Company, there
is a possibility that the funding sources obtained by ARA would be subject to more complex processes and
procedures and would be less efficient compared to those involving an affiliated party of the Company,
which may in turn have an impact on ARA’s financial performance in the future.
VII. STATEMENT OF THE BOARD OF COMMISSIONERS AND DIRECTORS
1. The Transaction constitutes an Affiliated Transaction which is not a Conflict of Interest Transaction as
referred to under OJK Regulation No. 42/POJK.04/2020, and does not constitute a Material Transaction
as referred to under OJK Regulation No. 17/POJK.04/2020.
2. All material and relevant facts in connection with this Transaction have been disclosed in this
Information Disclosure, and therefore there is no misleading information contained herein.
3. The Transaction undertaken by the Company has complied with the procedures as stipulated under
Article 3 of OJK Regulation No. 42/POJK.04/2020 and has been carried out in accordance with generally
accepted business practices.
VIII. ADDITIONAL INFORMATION
If the shareholders of the Company require further information regarding the Transaction, they may
contact the Company at the following correspondence address:
PT SUMBER ALFARIA TRIJAYA Tbk.
Alfa Tower
Jalan Jalur Sutera Barat Kav. 9 Alam Sutera, Tangerang 15143 Indonesia
Phone : (021) 80821555
Faximile : (021) 80821556
Attn : Corporate Secretary : corsec@sat.co.id
Tangerang, June 17, 2026
Directors
23
Names mentioned 34 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×5
unresolved
org
KJPP KR
p.2 ×83
unresolved
org
Bank Indonesia
p.4 ×6
unresolved
person
Gde Kertayasa
· Notaris
p.8
unresolved
org
Minister of Justice
p.8
unresolved
org
North Jakarta District Court
p.8
unresolved
person
Sriwi Bawana Nawaksari
· Notaris
p.8 ×3
unresolved
org
Minister of Law
p.8
unresolved
org
Ministry of Law
p.8
unresolved
org
Ministry of Law and Human Rights
p.8
unresolved
org
Private Company Limited
p.9 ×2
unresolved
org
Million Array International Ltd
p.10
unresolved
org
SM Retail Inc.
p.11
unresolved
org
Kazi Retail Limited
p.12
unresolved
org
Suwendho Rinaldy dan Rekan
p.13
unresolved
org
KJPP SRR
p.13 ×7
unresolved
org
Minister of Finance
p.13
unresolved
org
DC Properties Management Corporation
p.13
unresolved
org
KJPP KR. B. Assumptions
p.14
unresolved
person
H. Valuation Conclusion Based
p.15
unresolved
org
Ministry of Finance Decree
p.15 ×2
unresolved
org
KJPP KR’s
p.16 ×5
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
7416 ms
12 Sep 2026 22:08
Raw output
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'reference_period': '',
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