Skip to content
Back to announcement

20241015_JSMR_Laporan Informasi dan Fakta Material_31746378_lamp4.pdf

Asset transaction Needs review JSMR

Source file signed link, expires in 15 minutes

This browser can't display the PDF inline. Open it in a new tab.

Extracted text 15

Page 1 OCR 0.936
INFORMATION DISCLOSURE TO THE SHAREHOLDERS

in connection with the Material Transaction as referred to in Financial Services Authority

Regulation Number 17/POJK.04/2020 on Material Transactions and Changes of Business
Activities

THE INFORMATION SET FORTH IN THIS INFORMATION DISCLOSURE IS IMPORTANT
TO READ AND BE CONSIDERED BY THE SHAREHOLDERS OF PERUSAHAAN
PERSEROAN (PERSERO) PT JASA MARGA (INDONESIA HIGHWAY CORPORATAMA)
TBK (“COMPANY”)

If you have difficulty understanding the information set forth in this Information Disclosure,
please consult with a securities broker, investment manager, legal advisor, public
accountant or other professional advisor.

@JASAMARGA

Indonesia Highway Corp.

Perusahaan Perseroan (Persero) PT Jasa Marga (Indonesia Highway Corporatama) Tbk

Main Business Activities:
Carrying out technical planning, constructing, operating and maintaining toll roads, toll road
activities as well as developing and cultivating land in the toll road area and other related
businesses

Head Office:
Plaza Tol Taman Mini Indonesia Indah, Jakarta 13550
Telp.: (021) 841-3630, 841-3526
Website: www.jasamarga.com
Email: sekper@jasamarga.co.id

THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY ARE
RESPONSIBLE FOR THE ACCURACY OF ALL MATERIAL INFORMATION CONTAINED IN THIS
INFORMATION DISCLOSURE AND AFTER CONDUCTING CAREFUL EXAMINATIONS OF THE
INFORMATIONS PROVIDED REGARDING THE TRANSACTION, HEREBY DECLARE THAT TO
THE BEST OF KNOWLEDGE AND BELIEF OF THE BOARD OF DIRECTORS AND THE BOARD
OF COMMISSIONERS THERE ARE NO OTHER IMPORTANT OR MATERIAL FACTS RELEVANT
IN CONNECTION WITH THIS TRANSACTION THAT HAVE NOT BEEN DISCLOSED WHICH MAY
CAUSE THIS INFORMATION DISCLOSURE TO BE UNTRUE OR MISLEADING.

This Information Disclosure is published on 30 September 2024
Page 2 OCR 0.888
JTT : | PT Jasamarga Transjawa Tol

MOLHR “| Minister of Law and Human Rights of the Republic of Indonesia
MPTIS : TPT Metro Pacific Tollways Indonesia Services

MUN : | PT Margautama Nusantara

OJK “Financial Services Authority (Otoritas Jasa Keuangan), an independent

institution as referred to in the Law No. 21 Of 2011 on Financial
Services Authority, which has duties and authorities include regulating,
and supervising financial services activities in the banking sector,
capital markets, insurance, pension funds, financing institutions and
other financial institutions.

Company "T Perusahaan Perseroan (Persero) PT Jasa Marga (Indonesia Highway
Corporatama) Tbk abbreviated as PT Jasa Marga (Persero) Tbk

POJK 17/2020 -| Financial Services Authority Regulation No. 17/POJK.04/2020 on
Material Transactions and Alteration of Business Activities

TPo3K 22/2020 : Financial Services Authority Regulatian No. 42/POJK.04/2020 on
Affillated Transactions and Conflict of Interest Transactions

Transaction : | Has the meaning as set forth in Section I (Preliminary)

WIPL : | Warrington Investment Pte., Ltd.

Page 3 OCR 0.926
b PRELIMINARY

The information as set out in this Information Disclosure is made in connection with a material
transaction (as referred to in POJK 17/2020) in the form of eguity financing corporate action in JTT,
which is a company directly controlled (as referred to in POJK 17/2020) by the Company,
(Information Disclosure”) which consists of a series of transactions as follows:

(1) transfer of JTT's shares ownership owned by the Company in the amount of 6,200,042,303
(six billion two hundred million forty two thousand three hundred three) shares or eguivalent
to 30.189 of the total number of shares in JTT to MUN, MPTIS, and WIPL (“Partial Sale of
JTT Shares Owned by the Company”):

and

(2)  issuance of new shares by JTT in the amount of 1,208,585,244 (one billion two hundred eight
million five hundred eighty five thousand two hundred forty four) shares to MPTIS, therefore
diluting the Company by 3.824 (“Issuance of New JTT Shares”),

hereinafter the Partial Sale of JTT Shares Owned by the Company and the Issuance of New JTT
Shares are collectively referred to as the “Transaction”. In relation to the Transaction, previously on
28 June 2024, the Company along with MUN, MPTIS, and WIPL signed documents in the form of
(1) Deed of Conditional Share Purchase Agreement No. 86 dated 28 June 2024, made before
Ashoya Ratam, S.H., M.Kn., Notary in Jakarta, PPJB”) and (2) Deed of Shareholders Agreement
No. 89 dated 28 June 2024 which is effective on the closing date as referred to in the PPJB (in this
case in September 27 2024 which is the Transaction date), made before Ashoya Ratam, S.H., M.Kn.,
Notary in Jakarta, while JTT and MPTIS have signed Deed of Conditional Share Subscription
Agreement No. 88 dated 28 June 2024, made before Ashoya Ratam, S.H., M.Kn., Notary in Jakarta.

After the Transaction is conducted the Company shall remain the sole controller of JTT and JTT's
financial statement shail remain consolidated into the Company's financial statement.

The Transaction is a material transaction as referred to in Article 3 paragraph (1) POJK No. 17/2020,
as the total value of the transaction is IDR15,325,000,000,000 (fifteen trillion three hundred tweniy
five billion Rupiah), which is eguivalent to 38.594 of the Company's eguity in accodance with the
Company's Consolidated Audited Financial Statement as of 31 March 2024. Therefore, with
reference to the provisions of Article 6 paragraph (1) POJK 17/2020, the Company is obligated to
(a) engage an appraiser to determine the fair value of the material transaction objects and/or the
reasonableness of the transaction concemed, (b) announce information disclosure on the material
transaction to the public: and (c) submit the information disclosure as referred to in letter (b) and its
supporting documents to OJK no later than 2 (two) business days after the date of the material
transaction (in this case the date of the Transaction). In accordance with the provisions of POJK
17/2020, the Company is not reguired to obtain prior GMS approval to carry out the Transaction.
however the Company has voluntarily held and obtained GMS approval in connection with the
Transaction on 18 September 2024.

The Board of Directors of the Company hereby announces the Information Disclosure with the
intention of providing explanations, considerations, and reasons for the Transaction to the
shareholders of the Company as part of fulfilling the Company's obligations to the provisions of POJK
17/2020.

1. DESCRIPTION OF THE TRANSACTION
Page 4 OCR 0.929
A.

Date of Material Transaction

On 27 September 2024, the Transaction has been conducted by executing:

M

(2)

in connection with the Partial Sale of JTT Shares Owned by the Company:

ta)

(b)

(

Shares Transfer Deed No. 08 dated 27 September 2024, by the Company
and MUN for the transfer of 921,304,532 (nine hundred twenty one million
three hundred four thousand five hundred thirty two) JTT shares owned by
the Company,

Shares Transfer Deed No. 06 dated 27 September 2024, by the Company
and MPTIS for the transfer of 3,002,125,746 (three billion two million one
hundred twenty five thousand seven hundred forty six) JTT shares owned by
the Company:

Shares Transfer Deed No. 07 dated 27 September 2024, by the Company
and WIPL for the transfer of 2,276,612,025 (two billion two hundred seventy
six million six hundred twelve thousand twenty five) JTT shares owned by the
Company,

which the shares transfer deeds mentioned above were all made by, and executed
before, Titik Krisna Murti Wikaningsih, S.H., M.Kn., Notary in South Jakarta.

in connection with the Issuance of New JTT Shares:

Deed of Resolution of the Shareholders of JTT No. 10 dated 27 September 2024,
made by, and executed before, Titik Krisna Murti Wikaningsih Hastuti, S.H., M.Kn.,
Notary in South Jakarta (“Deed of Resolution of the Shareholders of JTT”).

We also need to convey that the Deed of Resolution of the Shareholders of JTT, apart from
containing approval, acknowledgment and ratification of the Issuance of New JTT Shares,
also contains approval and ratification as well as other matters relating to the Partial Sale of
JTT Shares Owned by the Company,which deed has been reported/notified to MOLHR on
27 September 2024, and has been received by MOLHR in accordance with (a) Letter of
Notification Receipt of Amendment to the Company's Articles of Association No. AHU-
AH.01.03-0196218 dated 27 September 2024 and (b) Letter of Notification Receipt of
Change of Company's Data No. AHU-AH.01.09-0256987 dated 27 September 2024.

Material Transaction Object

ta)

and

&)

in connection with the Partial Sale of JTT Shares Owned by the Company, which is
6,200,042,303 (six billion two hundred million forty two thousand three hundred
three) shares of JTT owned by the Company or eguivalent to 30.1895.

in connection with the Issuance of New JTT Shares, which is 1,208,585,244 (one

4
Page 5 OCR 0.898
billion two hundred eight million five hundred eighty five thousand two
hundred forty four) new shares issued by JTT.

Material Transaction Value

The total value of the Transaction is IDR15,328,000,000,000 (fifteen trillion three hundred
twenty five billion Rupiah), with details as follows:

ta) The value of the Partial Sale of JTT Shares Owned by the Company is
IDR12,825,000,000,000 (twelve trillion eight hundred twenty five billion Rupiah)
before tax, subject to the applicable provisions in PPJB:

and

(b) The value of Issuance of New JTT Shares is IDR2,500,000,000,000 (two trillion five
hundred billion Rupiah).

Transaction Parties
In connection with Partial Sale of JTT Shares Owned by the Company

1. PT Jasa Marga (Persero) Tbk

a. Address : Plaza Tol Taman Mini Indonesia Indah, Jakarta
13550

b. Phone Number 1 16221 841 3630

G. E-mail address : sekper@jasamarga.co.id

d. Main Business : 1. Toll Roads Activities

Activities 2. Holding Company Activities

e. Board Composition : Board of Commissioners
President : | Mohammad Zainal
Commissioner Fatah
Commissioner : | M. Roskanedi
Commissioner 2 | Raja Erizman
Independent : | Chandra Wijaya
Commissioner
Independent : | Seppaiga Ahmad
Commissioner
Independent : | Marsetio
Commissioner
Independent : | Abdul Rachman
Commissioner

Board of Directors

President Director : | Subakti Syukur
Finance and Risk 1 | Pramitha

Page 6 OCR 0.913
f.

Shareholding
Composition

PT Margautama Nusantara

Address

Phone Number

E-mail address
Main Business
Activities

Board Composition

Management Director Wulanjani
Business Mohamad Agus
Development Director Setiawan
Business Director Reza Febriano
Operations Director Fitri Wiyanti
Director of Human Bagus Cahya
Capital & Arinta B.
Transformation
Name of Shares Composition
Shareholders (Yo)
The 5,080,509,840 70Yo
Government
of the
Republic of
Indonesia
| Public 2,177,361,360 3076
Total | 7,257,871,200 10075
Eguity Tower, Lantai 38, Sudirman Central

Business District, Jl. Jend. Sudirman Kav.52-53,

Jakarta, Indonesia

(t62 21) 515 0100
Fax. (#62 21) 515 1221

information@margautamanusantara.com

Toll road concession

Board of Commissioners

Commissioner : | Rogelio Lazo
Singson
Commissioner M. Ramdani Basri
Commissioner Arie Setiadi
Moerwanto
Commissioner Christopher Daniel
Cabrera Lizo
Commissioner Mark Lim Tze Han

Board of Directors

Director Omar Danni Hasan
Director Ricky Camelien
Director Anton Sujarwo

Director

Joko Santoso

Page 7 OCR 0.845
3.

f

Shareholding
Compesition

Director Denn Charly
Gonzales
Espanola
Director Amadeo Navaita
Bejec
Director Francis Emmanuel
Dalupan Rojas
Director Nelson Najera
Delos Reyes
Name of Shares | Composition
Shareholders (72)
PT Nusantara | 3,514 43.39Yo
| Infrastructure
Tbk
Warrington 2,673 33.00Y9
Investment Pte.
Ltd
PT Metro Pacific | 1,437 17.740
Tollways
| Indonesia
Services 00
Japan 199 2.46Yo
Expressway
Internationa! Co.
Luta
| Japan Overseas | 198 2.45Y6
Infrastructure
Investment for
Transport and
| Urban
Development
West Nippon | 77 0.95Y9
Expressway Co.
Ltd —
Tn Sadikin Aksa | 1 0.01Y0
Total | 8,099 100.005

PT Metro Pacific Tollways Indonesia Services

a

b. Phone Number

Cc.

Address

E-mail address

Eguity Tower, Lantai 38, Sudirman Central
Business District, Jl. Jend. Sudirman Kav.52-53,

Jakarta, Indonesia

#6221 515 0100

contact@ptmptis.com
Page 8 OCR 0.835
d. Main Business : « Management consulting services

Activities «Toll road activities
e. Board Composition 1 Board of Commissioners
Commissioner 2) Rogelio L. Singson
Board of Directors
Director : | Denn Charly G.
Espanola
Director : | Amadeo N. Bejec
Director 2 | Christoper C. Lizo
Director : | Francis D. Rojas
f. Shareholding : Name of Shares | Composition
Composition Shareholders (V2)
Metro Pacific | 1,089,999 99.IIII YA
Tollways Asia,
Corporation
PTEszl1D.
Rogelio L. 1 0.0001xx
Singson

Total | 1,090,000 100.0000”o

4. Warrington Investment Pte., Ltd.

a. Address : 168 Robinson Road, #37-01 Capital Tower,
Singapura 068912
b. Phone Number 1 (65) 6889 888
G. E-mail address : GrpGICPEI SPOMIdOfficelnfra@gic.com.s
d. Main Business : Investment Holding
Activities
e. Board Composition 1 Board of Directors
Director : | Nicole Goh Phaik
Khim
Director : | Jason Chan Sian
Chuan
f£ Shareholding : Name of Composition
Composition Shareholders (v2)
GIC Infra Holdings Pte. 10076
Ltd.
Total 1005

In connection with the Issuance of New JTT Shares
Page 9 OCR 0.901
PT Jasamarga Transjawa Tol

a. Address

b. Phone Number
c. E-mail address

d. Main Business
Activities

e. Board
Composition
(before
Transaction)

f Board
Composition
(after
Transaction)

f.  Shareholding
Compasition
(before

Plaza Tol Jakarta-Cikampek, Jl. Teuku Umar,
Sepanjang Jaya, Rawalumbu, Bekasi, 17114

“6221 821 6515

jasamarga.transjawa@jasamarga.co.id

1. Toll Roads Activities

2. Holding Company Activities

Board of Commissioners
President 2
Commissioner

Gandes
Aisyaharum

Commissioner

Reza Febriano

Board of Directors

President Director

Rudi Kurniadi

Operations Director

Pratomo Bimawan
Putra

Finance and Risk Siti Sarah
Management Director

Board of Commissioners
President : | Gandes
Commissioner Aisyaharum
Commissioner Reza Febriano
Commissioner Francis D. Rojas

Board of Directors

President Director

Rudi Kurniadi

Operations Director

Pratomo Bimawan
Putra

Finance Director

Siti Sarah

| Director Business and

Omar Danni Hasan

| Strategy
Director of Risk and Denn Chariy
Compliance Gonzales
Espanola
Name of Shares Composition
Shareholders (2)

Page 10 OCR 0.884
Transaction) Perseroan 20,340,489,661 | 99.005
KKJM 205,459,492 | 1.004
Total 21,754,534,397 | 100Yo
“KKJM: Koperasi Konsumen Karyawan Jalin
Margasejahtera
9.  Shareholding Name of Shares Composition
Composition Shareholders (ve)
(after | Perseroan — | 14,140,447,358 | 65.007
Transaction) | MPTIS 4,416,170,482 | 20.300Y4
WIPL 2,276,612,025 | 10.465
MUN 921,304,532 | 4.235Y
(“Total 21,754,534,397 | 1007
6. PT Metro Pacific Tollways Indonesia Services (for details of MPTIS, please refer

back to Chapter II, Section D, number 3 of this Information Disclosure).

E. Additional Information

As a result of the Transaction, the ownership structure of JTT which prior to the Transaction
was 99x owned by the Company and 1x by Koperasi Konsumen Karyawan Jalin
Margasejahtera will be as follows:

Name of Shareholders Shares Composition (Y:)
Company 14, 140,447,358 65.000
(MPTIS 4,416,170,482 20.30076 |
WIPL 2.276,612,025 10.465Y4
MUN 921,304,532 4.235Y0

TOTAL 21,754,534,397 | 100.000”5

In addition, as a result of the Transaction, the Shareholders Agreement Deed No. 89 dated
28 June 2024, made before Ashoya Ratam, S.H., M.Kn., Notary in Jakarta, which has been
signed by the Company, MUN, MPTIS, and WIPL, will immediately become effective from
27 September 2024 (which is the date Transaction)..

1. DESCRIPTION, CONSIDERATIONS, AND REASONS FOR THE TRANSACTION

As a government agent, the Company is expected to continue to grow through the development of
new toll projects. However, with the condition of the Company in a high leverage position, it is
essential to determine a funding strategy to fulfill the pipeline of new projects. Meanwhile, in the
next few years, the Company wili continue constructing 5 new toll road sections whose concessions
are already owned by the Company (concession section) and has 2 potential sections that are being
explored (potential section). The large funding needs will certainly put pressure on the Company's
financial ratios (especially debt ratics) in the future, especially once the new toll road sections are
operational. To maintain the financial ratio at an optimal level, the Company plans to conduct eguity-
based financing for JTT by finding strategic investors.

JTT was formed as a subholding platform for the Transjawa section, where the Company has

10
Page 11 OCR 0.910
conducted a spin-off of 4 (four) operating segments and 9 (nine) shareholdings in the Transjawa
section to JTT. JTT which operates in the Transjawa region has a high investment attractiveness
resulting from, among others, strategic location, large market share, fully Operating toll road assets,
growing dividends, long remaining concession period, while still being controlled by the Company
as the toll road Industry Leader in Indonesia.

The eguity financing transaction was carried out in 3 (three) phases marked by the acceptance of
non-binding offer, which was followed by the evaluation of offers and shortlist selection of potential
investors, the acceptance of binding offer, which was submiited after the due diligence process
and followed by the evaluation of offers and selection of preferred bidder, and the signing of
transaction documents, which was carried out after the negotiation process and fulfillment of
reguirements. In accordance with the transaction process, the eguity financing transaction was
completed on 27 September 2024 with the signing of the transaction documents.

The eguity financing transaction is a divestment of share ownership of up to 34.00Y5 shares at the
JTT level through a combination of the sale of old shares by the Company amounting to 30.184
ownership and the issuance of new shares by JTT amounting to IDR2.5 trillion which will dilute the
Company's ownership by 3.824 so that the Company's ownership in JTT which was previously
99.0075 to 65.00Y5.

Proceeds received by the Company from the sale of old shares amounting to IDR12.82 trilion and
will be used to reduce the portion of debt at the Parent level (deleveraging) which will maintain the
Company's gearing ratio and create room for additional debt in the future which will be used to
build the planned new sections. Meanwhile, the proceeds received by JTT from the issuance of
new shares amounted to Rp2.5 trillion in relation to the buyback of the Mandiri Infrastruktur Ekuitas
Transjawa Limited Participation Fund (RDPT MIET) and the Infrastructure Fund Collective
Investment Contract (KIK-Dinfra). The buyback of ROPT-MIET was completed in 2023 with avalue
of Rp1.8 trilion and the buyback of KIK-DINFRA will be completed in 2024 with a total value of
Rp0.7 trillion through a bridging loan, so that JTT reguires proceeds of Rp2.5 trillion from eguity
financing to replace the portion of debt used to fund the buyback of RDPT-MIET and KIK-DINFRA.

The payment for the Issuance of New JTT Shares will be made in full at Closing. Meanwhile, the
payment for the Partial Sale of JTT Shares Owned by the Company will be conducted in 2 stages
of payment and in accordance with the provisions in the PPJB with the following details as follows:

No. Payment to the Company Payment Amount
1. | Initial Consideration : Ka IDR6,727,000,000,000
2. | Deferred Consideration”" IDR6,098,000,000,000

Total Payment to the Company IDR12,825,000,000,000

No. Payment to JTT Payment Amount
1. | Consideration ma 0 IDR2,500,000,000,000

Total Payment to JTT — 1DR2,500,000,000,000 |

——emmemala La
"As guaranteed by the Standby Lefter of Credit (SBLC) which is fulfilled by MPTIS and Warrington, in
accordance with the provisions in PPJB.

Following the completion of the transaction will further strengthen the Company's capital structure.
This will be reflected in an improved solvency ratio and enhancing the funding capacity to prepare
for the construction of the planned new sections.

F TRANSACTION OBJECT

IV. SUMMARY OF APPRAISER'S REPORT ON APPRAISA

“1
Page 12 OCR 0.928
In connection with the proposed sale of JTT shares, the Public Appraisal Service Office Budi, Edy,
Saptono and Partners (KJPP BEST) has issued an appraisal report on JTT shares based on the
report No. 00212/2.0033-00/BS/03/0440/1/1X/2024 dated 13 September 2024 (“Appraisal
Report”) on the appraisal of JTT shares. The following is a summary of the appraisal report of the
JTT share:

A. Appraisal Object
The appraisal object is 34.00 of the Company's shares which is minority sharehclding.
8. Purpose of Appraisal

The purpose of this appraisal is to provide an opinion on the Market Value of 34.004 of the
Company's shares, in relation to the purpose of sale and purchase transactions in public
companies.

Cc. Approach and Methods

In appraising the Company's shares, we use the Income Approach through the Discounted
Cash Flow (DCF) method and the Market Approach through the Guideline Publicly Traded
Company Method (GTC).

D. Definitions and Basis of Appraisal Used
In this appraisal, the basis valuation used is “Market Value”, which is defined as follows :

Market Value is an estimation of the amount of money on the appraisal date (cutoff date)
that can be obtained from a sale and purchase transaction of the appraisal object between
a buyer who is interested in buying (willing buyer) and a seller who is interested in selling
(willing seller) in atransaction that is feasible and reasonable.

E. Appraisal Date

The cutoff date is the date on which the Value, appraisal results, or calculation of economic
benefits is declared. In this report, the appraisal date is as of 31 March 2024, where the
cutoff is based on consideration of the interest and purpose of the appraisal.

F. Valuation Conclusion

Based on the calculation by utilizing the approach and valuation method mentioned above,
and by considering various factors that affect the value and by referring to the assumptions
and restricted conditions attached to this report, the opinion of the Market Value of 34.00
Shares of PT Jasamarga Transjawa Tol as of 31 March 2024 is IDR13,481 ,348,000,000,-.

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

In connection with the Proposed Transaction, the Public Appraisal Service Office Budi, Edy, Saptono
and Partners (KJPP BEST) has issued a fairmess opinion report No. 00213/2.0033-00/BS/03/
0440/1/1X/2024, dated 14 September 2024 (“Fairness Opinion Report”). The following is a summary
of the fairness opinion report:

12
Page 13 OCR 0.935
Identity of Transaction Parties

In the Proposed Transaction, the related parties are as follow:

The Company as the seller and the Consortium as the buyer of JTT shares.
MPTIS is the party intending to subscribe all shares to be issued by JTT.

Fairness Opinion Object

The object of the Proposed Transaction in the preparation of this fairness opinion isas
follows:

Proposed sale of 6,200,042,303 shares of JTT by the Company.
The plan to issue 1,208,585,244 new shares by JTT.

Purpose of Fairness Opinion

The purpose of preparing the fairness opinion is to provide an overview of the fairness of
the Company's Proposed Transaction.

Assumptions and Main Limit Conditions

The business appraisal report is a non-disclaimer opinion.

We have prepared this fairness opinion report to fulfill the reguirements, particularly to

support the Company in obtaining and independent assesment in relation to the

Proposed Transaction, where this fairness opinion is addressed to shareholders, and

not intended for any other purposes. If there are other parties use this report far other

purposes, then we declare that this report cannot be used, including as a reference or

shown to other parties, except for court orders or authorities, without our written

permission. KJPP BEST is not responsible for any use of the contents of this report by

parties outside the Company.

In conducting professional duties, the appraiser has carried out the appraisal

independently.

The appraiser has reviewed the documents used in the valuation process.

The data and information obtained are from sources that can be trusted for accuracy.

The business appraiser is responsible for the implementation of the appraisal and the

reasonableness of the financial projections.

The business appraisal report is available to the public unless it contains confidential

information that may affect the company's operations.

The business appraiser is responsible for the fairness opinion report.

We have obtained information that there are no legal issues on the appraisal object.

The fairness opinion report which states the results of this analysis, opinion and

conclusion, is prepared in accordance with the Indonesian Appraisal Standards (SPI)

VII-2018 Edition and POJK No. 35/POJK.04/2020 concerning Appraisal and

Presentation of Business Appraisal Reports in the Capital Market.

We are not responsible for reaffirming or supplementing this appraisal as a result of

subseguent event.

The JTT share appraisal report prepared by KJPP Budi, Edy, Saptono and Partners,

isa appraisal of 34.009 of shares as of 31 March 2024.

Company's Pro Forma Report as of 31 March 2024, prepared by the Management of
13
Page 14 OCR 0.915
VI.

the Company.

# Using adjusted financial projections that reflect the reasonableness of financial
projections made by management with its achievement ability (fiduciary duty).

# Data on financial statement projections before and after the transaction and the
financiat impact of the Proposed Transaction is obtained from the Company's
Management

Fairness Opinion Approach and Methods

The method used to prepare the report involved combining guantitative and gualitative
information based on data obtained from the Company's Management and other relevant
and competent external parties. The assessment conducted focuses on very substantial
aspects as well as approach that is most likely to be applied, without reducing the validity
of the assessment results.

In preparing the Fairness Opinion on this Proposed Transaction, the Appraiser has
conducted the following analysis:

#  Transaction Analysis
#  Gualitative Analysis

e  Ouantitative Analysis

e  Transaction Fairness Analysis

Fairness Opinion Conclusion
Based on the transaction analysis, gualitative analysis, guantitative analysis and

transaction fairness analysis, we are in the opinion that the material Proposed Transaction
to be carried out by PT Jasa Marga (Persero), Tbk is reasonable.

EMENT OF THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS
OF THE COMPANY

The Board of Directors of the Company states that this Transaction is a Material Transaction as
referred to in POJK No. 17/2020.

The Board of Directors and the Board of Commissioners of the Company, either individually or
jointly declare that:

kg)

(2)

This transaction is not an affiliated transaction and does not contain a conflict of interest as
referred to in POJK No. 42/2020: and

All material information has been disclosed in this Information Disclosure and such
information is not misleading.
Page 15 OCR 0.926
VII. ADDITIONAL INFORMATION

In the event that the shareholders of the Company reguire further information, ihey may contact the
Company at the address of:

PT Jasa Marga (Persero) Tbk
Plaza Tol Taman Mini Indonesia Indah, Jakarta 13550
Telp.: (021) 841-3630, 841-3526

Website: www.jasamarga.com
Email: sekper@jasamarga.co.id

Jakarta, 30 September 2024
PT Jasa Marga (Persero) Tbk

Nixon Sitorus
Corporate Secretary & Chief Administration Officer

13 ali

15

File

File Open PDF
Source IDX
Size0.64 MB
Published15 Oct 2024
Pages15
Characters27,618
Text sourceOCR
OCR confidence0.905

Names mentioned 37 people and organisations named in the text · linked when the evidence is strong

linked org PT JASA MARGA p.1 ×19
linked org Jasamarga Transjawa Tol p.2 ×4
linked org PT Margautama Nusantara p.2 ×3
linked org Warrington Investment p.2 ×2
linked person Raja Erizman p.5
linked person Chandra Wijaya p.5
linked person Subakti Syukur p.5
linked person Mohamad Agus p.6
linked person Reza Febriano p.6 ×3
linked person Fitri Wiyanti p.6
linked person Rogelio Lazo Singson p.6
linked person Omar Danni Hasan p.6 ×2
linked person Denn Charly Gonzales p.7
linked org Koperasi Konsumen p.10 ×2
linked person Nixon Sitorus p.15
possible org Otoritas Jasa Keuangan p.2
possible — Central Business p.6 ×2
possible person Ramdani Basri p.6
possible person Christopher Daniel p.6
possible org PT Nusantara p.7
possible org KJPP Budi p.13
unresolved org Financial Services Authority p.1 ×5
unresolved org JASAMARGA Indonesia Highway Corp. p.1
unresolved org PT Jasamarga Transjawa Tol MOLHR p.2
unresolved org Minister of Law and Human Rights p.2
unresolved person Ashoya Ratam · Notaris p.3 ×7
unresolved person Titik Krisna Murti Wikaningsih Hastuti p.4 ×4
unresolved org Government of the Republic of Indonesia p.6
unresolved — Navaita Bejec Director Francis Emmanuel Dalupan Roj · Director p.7 ×2
unresolved org Infrastructure Tbk p.7
unresolved org PT Metro Pacific p.7
unresolved org Metro Pacific | 1,437 17.740 Tollways | Indonesia p.7
unresolved org Expressway Co. Ltd p.7
unresolved org PT Metro Pacific Tollways Indonesia Services p.7 ×2
unresolved org Koperasi Konsumen Karyawan Jalin Margasejahtera p.10 ×2
unresolved org Mandiri Infrastruktur Ekuitas Transjawa Limited p.11

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 1113 ms 13 Sep 2026 15:58
Raw output
{'appraiser_exempt': None,
 'appraiser_name': '',
 'assets': [],
 'currency': None,
 'fact_type': '',
 'issuer_name': '',
 'kind': 'MATERIAL_FACT',
 'kjpp_name': '',
 'letter_number': '',
 'object_text': '',
 'object_truncated': False,
 'parties': [],
 'pct_of_equity': None,
 'reference_period': '',
 'requires_rups': None,
 'rups_date': None,
 'ticker': '',
 'transaction_date': None,
 'valuation_date': None,
 'value': None}
↑↓ select ↵ open ⇧↵ see every result