20241004_MASA_Pengumuman RUPS_31732100_lamp8.pdf

DEFINITION

In this Disclosure of Information, unless the context otherwise reguires, the terms in this section
shall have the following meanings:

Public Accountant means Public Accountant Firm KAP Rintis, Jumadi, Rianto & Rekan
(PricewaterhouseCoopers) as the independent auditor, who conducts the audit of the Financial
Statement.

Subsidiaries means subsidiaries of the Company, namely PT Michelin Indonesia (“PTMI”), Achilles
Tire USA (“ATU”), and PT Kawasan Industri Multistrada (“KIM”).

Articles of Association means the Articles of Association of the Company as of the date of this
Disclosure of Information.

BEI or IDX means PT Bursa Efek Indonesia (Indonesia Stock Exchange).

Share Registrar means PT Raya Saham Registra, which is the share registrar appointed by the
Company to manage the Company's securities.

Register of Shareholders means the register of shareholders of the Company maintained by the
Share Registrar.

Delisting means the delisting of effects from the list of effects listed on IDX in accordance with IDX
Rule No. I-N.

Board of Commissioners or BOC means Board of Commissioners of the Company.
Board of Directors or BOD means Board of Directors of the Company.

Offer Price means the offer price as defined in section Information on the Go Private Plan of this
Disclosure of Information.

Business Day means Monday to Friday, except national public holidays as stipulated by the
government of the Republic of Indonesia or any ordinary business day stipulated by the government
of the Republic of Indonesia as a holiday and on which the banks are open and operate to carry out
their business activities in Indonesia.

KBLI means the Indonesian Standard Industrial Classification.

Disclosure of Information means this Disclosure of Information to Shareholders addressed to the
Shareholders of the Company, that was published for the first time on 4 October 2024 and any of its
amendments (if any).

KSEI means Indonesian Central Securities Depository.

Financial Statements means the Company's Consolidated Financial Statements for the period ended
30 June 2024, which have been audited by a Public Accountant, with the conclusion that there are
no matters brought to the attention of the Public Accountant which cause the Public Accountant to
believe that the consolidated financial statements do not present fairly, in all material respects, the
interim consolidated financial position of the Company and its subsidiaries as of 30 June 2024, and

the consolidated financial performance and cash flows for the period ended 30 June 2024, in
accordance with Indonesian Financial Accounting Standards.

Share Valuation Report means shares valuation report of the Company and Subsidiaries on the
Company's Go Private Plan as conducted by the Independent Valuer For Go Private Plan with report
No. 00098/2.0095-00/B5/04/0269/1/1X/2024 dated 20 September 2024.

Feasibility Study Report means feasibility study report for the addition of business activities by the
Company as conducted by the Independent Appraiser For Addition of Business Activities Plan with
report No. 00004/2.0120-04/B5/04/0627/1/VI/2024 dated 19 June 2024.

MOF means Minister of Finance.
MOLHR means Minister of Law and Human Rights of the Republic of Indonesia.
MOJ means Minister of Justice of the Republic of Indonesia.

Michelin means Compagnie Generale des Etablissements Michelin means the controlling
shareholder (direct parent) of the Company.

OJK means the Financial Services Authority (Otoritas Jasa Keuangan), an independent institution,
which has the functions, duties, and authorities of regulating, supervising, examining, and
investigating in the Capital Market, Insurance, Pension Fund, Financing Institutions and other
Financial Services Institutions sectors as referred to in Law No. 21 of 2011 dated 22 November 2011
(on the Financial Services Authority which is a replacement body for Badan Pengawas Pasar Modal
dan Lembaga Keuangan which came into effect on 31 December 2012).

Shareholders or Shareholder means the Company's shareholders whose names are registered inthe
Company's shareholders register issued by the Share Registrar.

Independent Shareholder means shareholder who has no personal economic interest in relation to
a particular transaction and: (a) is not a member of the board of directors, member of the board of
commissioners, major shareholder, and controller: or (b) is not an Affiliate (as defined in Law No. 8
of 1995 on the Capital Market as partially amended by Law No. 4 of 2023 on the Development and
Strengthening of the Financial Sector) of a member of the board of directors, member of the board
of commissioners, major shareholder, and controller (as defined in POJK 15/2020).

Tender Offer means an offer through the mass media to acguire eguity securities with purchases to
be made by Michelin. The offer will be made to purchase shares owned by public shareholders of
the Company in accordance with POJK 3/2021 and POJK 54/2015, at the Offer Price.

Independent Appraiser For Addition of Business Activities Plan means Kantor Jasa Penilai Publik
(“KJPP”) Herman Meirizki dan Rekan (“HMR”) as an authorised KJPP with Business License No.
2.14.0120 based on the MOF Decree No. 66/KM.1/2014 dated 10 February 2014 and listed as a
Capital market supporting profession of OJK under Registered Letter of Capital Market Supporting
Profession of OJK No. STTD.PB-57/PM.02/2023 (business appraiser).

Independent Valuer For Go Private Plan means KJPP Ruky, Safrudin & Rekan (“RSR”) as KJPP with
Business License No. 2.11.0095 based on the Decree of Minister of Finance No. 1131/KM.1/2011
dated 14 October 2011 and listed as a capital market supporting profession of OJK under Registered

Letter of Capital Market Supporting Profession of OJK No. STTD.PB-23/PJ-1/PM.02/2023 (business
valuer).

IDX Rule No. I-N means Rule No. I-N on Delisting and Relisting in the Appendix of IDX Board of
Directors Decree No. Kep-0054/BEI/05-2024 dated 6 May 2024.

Registration Statement means a document that must be submitted to the OJK by issuers for the
purpose of public offerings or public companies in accordance with OJK Regulation No.
7/POJK.04/2017 on the Registration Statement Document for the Public Offering of Eguity Securities,
Debt Securities, and/or Sukuk.

Company means PT Multistrada Arah Sarana Tbk, a public limited liability company which shares
are listed on IDX, established under and subject to the laws of the Republic of Indonesia, and
domiciled in West Java, Indonesia.

POJK 3/2021 means OJK Regulation No.3/POJK.04/2021, dated 22 February 2021 on the
Implementation of Activities in the Capital Market Sector.

POJK 15/2020 means OJK Regulation No.15/POJK.04/2020, dated 21 April 2020 on the Plan and
Implementation of General Meeting of Shareholders of Public Companies.

POJK 16/2020 means OJK Regulation No.16/POJK.04/2020, dated 21 April 2020 on the
Implementation of Electronic General Meeting of Shareholders of Public Companies.

POJK 17/2020 means OJK Regulation No.17/POJK.04/2020, dated 21 April 2020 on Material
Transaction and Change of Business Activities.

POJK 54/2015 means OJK Regulation No.54/POJK.04/2015, dated 29 December 2015 on Voluntary
Tender Offer.

Go Private Plan means the plan to change the status of the Company from a public company to a
private company, including the Delisting plan.

Addition of Business Activities Plan means the plan to change Company's business activities in the
form of adding new business activities based on 2020 KBLI as stipulated in Central Statistics Agency
Regulation No. 2 of 2020 concerning the Indonesian Standard Industrial Classification.

EGMS or Meeting means the Extraordinary General Meeting of Shareholders of the Company to be
held on 11 November 2024 in connection with the Go Private Plan and Addition of Business Activities
Plan, if necessary, any subseguent EGM (at a time to be determined).

Rp means the lawful currency of the Republic of Indonesia for the time being.

Shares means shares of the Company currently listed on IDX as of the date of this Disclosure of
Information.

Independent Shareholders Statement Letter means a statement letter made by Independent
Shareholders or their proxies in relation to the Go Private Plan that will be provided by the Company
prior to the EGMS.

Trading Suspension means the suspension of trading of the Company's Shares on IDX based on the
reguest of the Company in connection with the Go Private Plan.

Recording Date means Date 18 October 2024, which is the date used to determine the Shareholders
who are entitled to attend and vote at the EGMS, namely shareholders registered in the register of
Shareholders 1 (one) Business Day before the invitation to the EGMS.

Capital Market Law means Law No. 25 of 2007, dated 26 April 2007 on Capital Market as partially
amended by Law No. 4 of 2023, dated 12 January 2023 on the Development and Strengthening of
the Financial Sector.

Company Law means Law No. 40 of 2007, dated 16 August 2007 on Limited Liability Companies as
partially amended by Law No. 6 of 2023, dated 31 March 2023 on the Stipulation of Government

Regulation in Lieu of Law No. 2 of 2022 on Job Creation into Law.

USD means the lawful currency of the United States of America for the time being.

INTRODUCTION
The Board of Directors hereby notifies the Shareholders regarding:
(a) Go Private Plan

The implementation of the Go Private Plan must first obtain approval from the Independent
Shareholders in the EGMS, which will be conducted in accordance with the guorum rules and
procedures for resolutions as outlined in this Disclosure of Information.

The Company has submitted a letter No. 0038/CS/MASA/VII/24 dated 25 July 2024 concerning the
Reguest of Delisting and Reguest of Securities Suspension of the Company to IDX and OJK, which
contained details of the Company's plan to Go Private and Delisting. On the next trading day, IDX,
through announcement No: Peng-SPT-00002/BEI.PP2/07-2024, decided to grant the temporary
Trading Suspension on IDX, which was effective starting from the first session of securities trading on
26 July 2024 until further notice.

The Company will comply with all the provisions contained in the POJK 3/2021 and as such, the
Company issues this Disclosure of Information in the context of implementing the Go Private Plan.

(b)  Addition of Business Activities Plan

The Company intends to realign the KBLI currently owned by the Company with one of the products
produced by the Company, namely compound tires. Therefore, the Company needs to add KBLI
22192 (Rubber Goods Industry for Industrial Use) to enable the Company to conduct the sale of
compound tires business activities. The addition of such KBLI does not have a significant impact on
the Company's finances, does not change the Company's operational activities, and there is no
additional investment in connection with this Addition of Business Activities Plan.

The implementation of the Addition of Business Activities Plan must first obtain approval from the
Shareholders in the EGMS in accordance with the provisions of POJK 17/2020.

Objective and Purpose of this Disclosure of Information

This Disclosure of Information is submitted for the objective and purpose of providing to
Shareholders:

. Information regarding the Go Private Plan and Addition of Business Activities Plan,

. An overview of the legal reguirements which must be fulfilled to implement the Go Private
Plan and Addition of Business Activities Plan: and

. Information regarding the procedure to vote in the EGMS in connection with the Go Private
Plan and Addition of Business Activities Plan.

Overview of the Go Private Plan
The EGMS to approve the Go Private Plan is scheduled for 11 November 2024, at 14.00 Western

Indonesian Time until completion, which will be held at Hotel Kristal, Ruang Meeting Ruby 1, Tower
2, Lantai 1, Jl. Terogong Raya Cilandak Barat, Jakarta Selatan 12430.

The Company will also hold the EGMS electronically based on POJK 16/2020 through the KSEI
Electronic General Meeting System (eASY.KSEI).

In the event that the EGMS approval regarding the Go Private Plan is obtained by the Company, such
approval shall also be deemed as the granting of approval for all of the actions to be taken by the
Company as part of the Go Private processes, including the following matters:

a. relating to the change in the Company's status:

(i) ratification of the appointment of an Independent Valuer For Go Private Plan and
approval of the Share Valuation Report: and

(ii) — approval of the change in the Company's status from a public company to a private
company:

b. relating to the Delisting of Shares from IDX, namely approval of Delisting from IDX:

c. amendment to the Articles of Association, which includes a change in the Company's status
from a public company to a private company: and

d. authorizing the Board of Directors to take all necessary actions to implement points (a), (b)
and (c) above.

Based on POJK 3/2021 juncto POJK 15/2020, to protect the interests of the public Shareholders, the
implementation of the Go Private Plan must be approved by the Independent Shareholders in the
EGMS and attended by Independent Shareholders who represent more than 1/2 of the total Shares
with valid voting rights owned by Independent Shareholders. The Go Private Plan must be approved
by Independent Shareholders representing more than 1/2 of all Shares with valid voting rights owned
by the Independent Shareholders.

In the event that the Go Private Plan is approved by the EGMS, the offer to purchase the Shares held
by the public Shareholders will be made through a Tender Offer by Michelin. If the Go Private Plan is
approved at the EGMS, the public Shareholders who are not willing to sell their Shares in the Tender
Offer will remain as Shareholders of a private company. As such, such public Shareholders will no
longer be able to sell their Shares through IDX.

INFORMATION ON THE GO PRIVATE PLAN
A.  Reasons for the Go Private Plan

The Company is part of the Michelin group, which operates in a global tire business that is extremely
competitive. To stay competitive, one of the key to Michelin group's business strategies is to create
an internal integration to allow the sharing of resources amongst various parts of its worldwide
Operation with the aim to leverage the economies of scale that come about from such global
enterprise. The integration is also aimed to allow the Company to react guickly and respond to
various changes in the global tire market. The proposed change of the Company's status to a private
company would provide the Company with more flexibility to achieve such integration.

Currently, 0.364 of the Company's shares are held by Independent Shareholders, and such shares
are not actively traded in IDX and are relatively not liguid. With the Go Private and Delisting plans,
itis expected that the Independent Shareholders will have a chance to dispose of their shares at a
premium.

B. Advantages of the Go Private Plan to the Public Shareholders
1.  Attractive Offer Price

If the Go Private Plan is approved at the EGMS, an offer to purchase the Shares owned by public
Shareholders will be made through a Tender Offer.

Based on POJK 3/2021, the Offer Price must be higher than the average price of the highest daily
trading price on IDX within the last 90 (ninety) days before the EGMS announcement for the Go
Private Plan on 4 October 2024 (namely Rp5,961 (five thousand nine hundred sixty-one Rupiah) per
Share).

In view of the foregoing, the Offer Price of Rp6,800 (six thousand eight hundred Rupiah) per Share.
1 Advantages Compared to the Minimum Offer Price Based on the Prevailing Law in Indonesia

The Offer Price of Rp6,800 (six thousand eight hundred Rupiah) per Share is a more attractive
price than the offering price reguired by Article 76 letter (a) of POJK 3/2021. The Offer Price is
14.196 premium to the average of the highest daily trading prices on IDX within the last 90
(ninety) days before the EGMS announcement for the Go Private Plan on 4 October 2024
(namely Rp5,961 (five thousand nine hundred sixty-one Rupiah) per Share).

ii. Advantages Compared to the Share Valuation Report, Nominal Value and Historical Trading
Price

The Offer Price of Rp6,800 (six thousand eight hundred Rupiah) per Share is a more attractive
price than the historical trading price:

a. 258.346 premium to the result of the appraisal on the Company's Share price based on
the Share Valuation Report (namely Rp1,898 (one thousand eight hundred ninety-eight
Rupiah) per Share).

b. 4,757.14 premium to each Share's nominal value (Rp140 (one hundred and forty
Rupiah) per Share).

Cc. 9,74 premium to the closing price of the Shares prior to the Trading Suspension (namely
Rp6,200 (six thousand two hundred Rupiah) per Share).

d. 58.3X premium to the average of the highest daily trading prices of the Shares in the
regular market within 12 (twelve) months prior to the Trading Suspension (namely
Rp4,297 (four thousand two hundred ninety-seven Rupiah) per Share).

e. 86.94 premium to the average of the closing prices of the Shares within 2 (two) years
prior to the Trading Suspension (namely Rp3,639 (three thousand six hundred thirty-
nine Rupiah) per Share).

f. 162.896 premium to the average of the closing prices of the Shares within 5 (five) years
prior to the Trading Suspension (namely Rp2,588 (two thousand five hundred eighty-
eight Rupiah) per Share).

In summary, the premium offered compared to the offering price reguired by Article 76 letter
(a) of POJK 3/2021 and historical trading price can be seen in the table below:

Price Reference Premium
No, Description Offer Price
(Rp) 9 | otereate)
1. | The average of the highest daily trading prices on 5,961 6,800 14.1
IDX within the last 90 (ninety) days before EGMS
announcement for Go Private Plan on 4 October
2024
2. | The result of the appraisal on the Company's 1,898 6,800 258.3
Share price based on the Share Valuation Report
3. | The Share's nominal value 140 6,800 4,757
4. | The closing price of the Shares prior to the Trading 6,200 6,800 97
Suspension
5. | The average of the highest trading prices of the 4,297 6,800 58.3
Shares in the regular market within the last 12
(twelve) months prior to the Trading Suspension
6. | The average of the closing prices of the Shares 3,639 6,800 86.9
within 2 (two) years prior to the Trading
Suspension
7. | The average of the closing prices of the Shares 2,588 6,800 162.8
within S (five) years prior to the Trading
Suspension

2. Payment of Transaction Fee to the Securities Broker(s) by Michelin

Michelin will bear all costs in connection with the Tender Offer transaction, including transaction fee
through IDX and KSEI fees. However, applicable taxes imposed on public Shareholders as a result of
the sale of their Shares in the Tender Offer are not included in the costs borne by Michelin.

3. Conseguences from a Tax Perspective

In the event that the listing of the Shares is delisted from IDX, public Shareholders who do not
participate in the Tender Offer will become Shareholders of an unlisted company. Accordingly, such
public Shareholders will no longer be able to sell their Shares through IDX. If Shareholders wish to
sell their Shares after the Company's Shares are no longer listed on IDX, they may be subject to
income tax on the proceeds from the sale of Shares in accordance with the prevailing tax laws which
currently impose a flat tax rate of 2246 for companies and a progressive tax rate with the highest tax
rate of 359 for individuals. If the Shareholder is not an Indonesian resident, as stipulated in Ministry
of Finance (MoF) Regulation No 434/KMK.04/1999, the sale of the Company's Shares that are no
longer listed on IDX may be subject to an income tax levy of 2096 of the estimated net income, which
are 254 of the selling price, or 5 of the selling price, unless exempted under the applicable Double

Taxation Avoidance Agreement/Persetujuan Penghindaran Pajak Berganda (P3B) and as Per
25/PJ/2018 concerning the procedures for implementing applicable double tax avoidance
agreements.

ALL SHAREHOLDERS ARE ADVISED TO CONSULT THEIR TAX CONSULTANTS TO DETERMINE THE TAX
CONSEOUVENCES WHICH MAY ARISE FROM THE SALE OF THEIR SHARES IN THE COMPANY.

A. Opinion from the Independent Consultants on the Go Private Plan
1. Opinion from Legal Consultant

The Board of Directors has appointed legal firm Adnan Kelana Haryanto & Hermanto as the
independent legal consultant in connection with the Go Private Plan. The following is a summary of
the legal opinion, which covers the provisions that must be fulfilled in the implementation of the Go
Private:

a. Based on POJK 3/2021, POJK 15/2020, and Articles of Association, the Go Private Plan must
be approved by the Independent Shareholders through an EGMS that meets the following
reguirements:

ti) attended by Independent Shareholders representing more than 1/2 of the total Shares
with valid voting rights owned by the Independent Shareholders and the resolution
taken is based on affirmative votes given by Independent Shareholders representing
more than 1/2 of the total Shares with valid voting rights owned by the Independent
Shareholders,

lii) — in the event the guorum mentioned in point (i) above is not fulfilled, the second EGMS
may be convened provided that the second EGMS is attended by Independent
Shareholders representing more than 1/2 of the total Shares with valid voting rights
owned by the Independent Shareholders and the resolution of the second EGMS is
made based on affirmative votes given by Independent Shareholders representing more
than 1/2 of the total Shares with valid voting rights owned by the Independent
Shareholders who are attended the second EGMS,

iii) in the event the guorum mentioned in point (ii) above is not fulfilled, then on the basis
of the Company's reguest, the Company can convene a third EGMS provided that the
third EMGS shall be deemed valid and have the authority to make decisions if attended
by Independent Shareholders holding shares with valid voting rights, in accordance with
attendance guorum decided by OJK and resolution of third EGMS shall be made based
on the affirmative votes given by Independent Shareholders representing more than
50X of the Shares owned by the Independent Shareholders who are attended the third
EGMS.

b. After the Independent Shareholders through EGMS approves the Go Private Plan, Michelin as
the controlling shareholder has agreed to make a Tender Offer at the Offer Price.

c. Based on Article 62 of the Company Law, Shareholders that do not approve the Go Private
Plan are entitled to ask the Company to purchase their Shares at a fair market value.

d. The change of the Company's status to become a private company will be effective upon
fulfilment of the following reguirements:

@) Independent Shareholders through EGMS have approved the Go Private Plan, including
amendments to the Articles of Association.

(ii) — The amendment to the Articles of Association being approved at the EGMS has obtained
the approval of the MOLHR, and has been notified to the MOLHR and OJK.

iii) — The number of Shareholders after the Tender Offer being not more than 50 (fifty) parties
or another number determined by OJK.

liv) OJK has issued the effective revocation of the Registration Statement in the context of
the Public Offering of Eguity Securities and IDX has delisted the Shares.

e. After the Company becomes a private company, the Shareholders who do not sell their Shares
in the Tender Offer will continue to be Shareholders that have become a private company.

2. Share Valuation from the Independent Valuer For Go Private Plan

The Board of Directors has appointed the Independent Valuer For Go Private Plan to perform the
valuation of the Company and its Subsidiaries' Share value in connection with the Go Private Plan.
Below is a summary of the Company and its Subsidiaries' Share Valuation Report as stated in the
Share Valuation Report with No. 00098/2.0095-00/B5/04/0269/1/1X/2024 dated 20 September
2024, signed by Rudi M. Safrudin, MAPPI (Cert), No. STTD.PB-23/PJ-1/PM.02/2023:

a. Identity of the Party

The Identity of the Party is stated in the elucidation of INFORMATION ON THE COMPANY
below of this Disclosure of Information.

b. Valuation Object
The object of this Valuation is 10096 Shares of the Company and Subsidiaries.

c. Purpose and Objective of Valuation

The purpose of this valuation is to estimate the market value of 10096 Shares of the Company
and Subsidiaries as of 30 June 2024 in connection with the Go Private Plan, as described in
the valuation report in order to fulfill the provisions of OJK Capital Market regulations, not for
taxation, banking and not for other forms of transaction plans.

d. Valuation Date
30 June 2024

e. Assumption and Limiting Conditions

Assumptions

This valuation report is a non-disclaimer opinion based on the review of documents referred
in the valuation process, data and information obtained from the Company's, management
and other sources that can be trusted.

This valuation report is prepared using financial projections prepared by the Company's
management, the assumptions of which have been adjusted by RSR and have been approved
by the Company's management ("Adjusted Financial Projections") to better reflecting the
fairness of the projections and their achievability (fiduciary duty).

RSR is responsible for the implementation of valuation and in RSR's opinion the Adjusted
Financial Projection is reasonable, however RSR is not responsible for its achievement.

RSR is responsible for the opinion generated in the valuation report.

RSR has obtained information on the legal status of the object of valuation from the
Company.

Limiting Conditions

As of the issuance of this Share Valuation Report, the audited financial statements for ATU
and KIM for the period ended 30 June 2024 are not available, in conducting the historical
analysis of ATU and KIM, RSR uses the internal financial statements prepared by the
management of each company. However, RSR has obtained the Consolidated Financial
Statements of the Company and Subsidiaries which have been audited with a fair opinion in
all material respects. Therefore, there is a possibility of differences in the financial
statements if each Subsidiaries are audited, which may then affect the results of the
calculation of the Company's share market value. However, the share market value of each
Subsidiaries is not material because the contribution of each Subsidiaries is not significant to
the value of the Company's shares.

This Valuation Report is open to the public, but the publication of all or parts of the report
must be approved by the Company's management, considering the possibility of confidential
information that may affect the Company's competition and operations.

Approach and Method of Valuation

To determine the market value of 1004 shares of the Company and Subsidiaries, RSR uses
the Sum of The Parts (SOTP) method so that it is necessary to first estimate the indicative
market value of the Company as a standalone and the indicative market value of each
Subsidiaries as of 30 June 2024.

1) In estimating the market value of the Company's shares on a standalone basis (“MASA
SA"), RSR applies the income approach with the Discounted Cash Flow (DCF) method
with net cash flow for the company (Free Cash Flow to Firm — “FCFF”) and the market
approach with the Guideline Publicly Traded Company Method (“GPTCM”) and the
asset approach with the Net Asset Adjustment Method (“ANAM”) and the Excess
Earning Method (“EEM”).

2) In estimating the market value of PTMI's shares, RSR applies the income approach with
the Discounted Cash Flow (DCF) method with net cash flow for the company (Free Cash

Flow to Firm — “FCFF”) and the market approach with the Guideline Publicly Traded
Company Method (“GPTCM”).

3) In estimating the market value of ATU and KIM shares, RSR use an asset approach with
the Adjusted Net Assets Method ("ANAM”).

- Value Conclusion

The Market Value of 10096 Shares of the Company and its Subsidiaries as of 30 June 2024
(with the number of issued and fully paid shares of 9,182,946,945 shares) by applying the
SOTP method is Rp17,430,112,000,000 (seventeen trillion four hundred thirty billion one
hundred twelve million Rupiah) (Rounded) or Rp1.898 (one thousand eight hundred ninety-
eight Rupiah) per share.

RECOMMENDATIONS FROM THE COMPANY'S BOARD OF DIRECTORS AND BOARD OF
COMMISSIONERS ON THE GO PRIVATE PLAN

The Board of Directors and Board of Commissioners believe that the Go Private Plan is in the best
interests of the public Shareholders. Therefore, the Board of Directors and Board of Commissioners
recommend that the Shareholders approve all the resolutions on the agenda proposed at the EGMS.

INFORMATION ON THE ADDITION OF BUSINESS ACTIVITIES PLAN
A. Summary of the Feasibility Study Report on Addition of Business Activities Plan

To ensure the Addition of Business Activities Plan, the Company has reguested the Independent
Appraiser For Addition of Business Activities Plan to provide an opinion on the Addition of Business
Activities Plan.

Independent Appraiser For Addition of Business Activities Plan declares that it does not have any
affiliated relationship, either directly or indirectly, with the Company as defined in the Capital Market
Law.

1. Identity of Independent Assessor for Planned Additional Business Activities
KJPP HMR

Public Appraiser is a Public Appraiser with License Number B-1.22.00627 as a Partner at KJPP HMR
with Business License Number 2.14.0120, domiciled in South Jakarta City with working areas
throughout Indonesia. HMR is an official KJPP that has obtained a license from the Ministry of
Finance of the Republic of Indonesia based on the Decree of the Minister of Finance Number
66/KM.1/2014 dated 10 February 2014. HMR has also been registered as a capital market supporting
professional services office at OJK and has been registered as a Capital Market Supporting Profession
(Business Appraiser) with a Capital Market Supporting Profession Registration Certificate Number
STTD.PB-57/PM.02/2023 and is registered as a Business Appraiser in the Non-Bank Financial Industry
(IKNB) Number 296/PD.021/STTD-P/2023.

2. Summary of the Feasibility Study Report

The Company has appointed KJPP HMR to provide an opinion on the feasibility of the Addition of
Business Activities Plan in accordance with the Feasibility Study Service Fee Offering Proposal No.
008/SP/HMR-JKSL/B/11/2024 dated 2 February 2024, which the Company's management has
approved.

The following is the summary of the Feasibility Study Report prepared by the Independent Appraiser
For Addition of Business Activities Plan:

Purposes and Objective

The purpose and objective of the Feasibility Study Report is to provide a feasibility opinion on the
addition plan of KBLI 22192 (Rubber Goods Industry for Industrial Use) by the Company to comply
with POJK 17/2020.

Assumptions and Limiting Conditions

Feasibility Study Report is limited by the following assumptions and limiting conditions:
1 HMR have reviewed the documents used in the feasibility study process,
2. The data and information obtained come from reliable sources of its accuracy,

3. Financial projections are made by the Company's management and has already been adjusted
based on the achievability,

4. The Independent Appraiser For Addition of Business Activities Plan is responsible for
conducting the feasibility study analysis:

5. The Independent Appraiser For Addition of Business Activities Plan is responsible for the
Feasibility Study Report and the final conclusion of the report,

6. HMR have obtained information on the Company's legal status from the assignor based on the
Company's legal documents:

7. The Feasibility Study Report is prepared based on the general business, economic, and
regulatory conditions generally applied until the date of the Feasibility Study Report:

8. HR assume that after the date of the Feasibility Study Report there is no change whatsoever
that materially affect the analysis of the feasibility study. HMR are not responsible for
reconfirming or updating their opinion on changes in assumptions and conditions that occur
after the date of the Feasibility Study Report,

9. HMR did not conduct due diligence on the taxation and legal aspects of the Company:

10. Analysis in the feasibility study is based on the accuracy, reliability, and completeness of the
data and information provided to HMR by the Company or the assignor. HMR assumes that
the data and information provided to The Independent Appraiser For Addition of Business
Activities Plan are true, complete, and not misleading. HMR are not responsible for the
possibility of undisclosed data or information, inaccuracies and non-disclosure of data or
information, changes in data or assumptions used as the basis of a feasibility study that may
affect the results of the feasibility study,

11. HMR' assignment relating to this feasibility study does not constitute and should not be
construed in any form, a review or audit, or the performance of certain procedures on financial
information. The assignment was not intended to reveal weaknesses in internal control, errors
or irregularities in financial statements, or violations of law.

Approaches and Methods of the Feasibility Study

The approach used in analyzing the feasibility of adding KBLI is to use NPV analysis with and without
the addition of KBLI plan.

Conclusion of the Feasibility Study

Based on the analysis, study and evaluation of market aspects, technical aspects, business pattern
aspects, management model aspects, and financial aspects, as well as analysis of financial
projections and assumptions in this feasibility study analysis, it can be concluded that:

1 Compound products can fill the gap over the unutilized production capacity, and there is a
market for these compound products:

2. Management has the capabilities and facilities reguired for the production of the compound,

3. There is no additional investment, so production can be carried out directly using existing
production facilities,

4. The NPV results of the NPV calculation show that the Addition of Business Activities Plan
provides added value for the Company.

Based on the above-mentioned considerations, the Addition of Business Activities Plan is FEASIBLE.

B. Availability of Experts in relation to the Addition of Business Activities Plan

The availability of manpower will determine the best implementation team, prioritizing wisdom in
the placement of manpower, especially those who have experience in their fields. In carrying out
business activities, the Company realizes that having skilled and competent manpower is the key to
achieving the best performance and overcoming challenges and competition in the automotive tire
industry. Therefore, the Company is committed to continuously improving the knowledge, skills, and
professionalism of its employees through careful and efficient placement, as well as building a work
culture that is in line with industrial developments in Indonesia. Currently, the Company has
approximately 2,953 workers, most of whom are experienced in the tire industry and have worked
for the Company for a long time. This is very good, reflecting the loyalty of the Company's workforce.

Cc. Reasons for the Implementation of the Addition of Business Activities Plan

The Company is engaged in the manufacture of tires for motor vehicles which is part of the Michelin
group which is a leading tire manufacturer in the world. The Company intends to add KBLI, namely
not only the Outer Tire and Inner Tube Industry (KBLI 22111) which the Company currently has, but
also the Rubber Goods Industry for Industrial Needs (KBLI 22192). With the addition of the KBLI, the
Company can re-align the KBLI which the Company currently has with one of the products produced
by the Company, namely tire compound. Tire compound is one of the raw materials used for the

needs of the tire manufacturing industry and is a product that arises in tire production. The sale of
tire compounds reguires KBLI 22192, thus an adjustment is needed to the KBLI which the Company
currently has.

The addition of such KBLI does not have a significant impact on the Company's finances and does
not change the Company's operational activities because the Addition of Business Activities Plan is
only to adjust the legality of the Company's KBLI. There is no additional investment in connection
with this Addition of Business Activities Plan because it uses unutilized production capacity.

D. Impact of the Addition of Business Activities Plan on the Financial Condition

The addition of KBLI does not have a significant impact on the Company's finances and does not
change the Company's operational activities because the Addition of Business Activities Plan is only
to adjust the legality of the Company's KBLI. There is no additional investment in connection with
this Addition of Business Activities Plan because it uses unutilized production capacity.

E. Material Matters Relating to the New Business Activities

There are no other material matters relating to the new business activities.

INFORMATION ON THE COMPANY
A. History of the Company

The Company was established under the name of PT Oroban Perkasa based on Deed of
Establishment No. 63 dated 20 June 1988, made before Lukman Kirana, SH, Notary in Jakarta, which
was ratified by MOJ with Decree No. C2-8932.HT.01.01-TH.88 dated 20 September 1988. PT Oroban
Perkasa changed its name to PT Multistrada Arah Sarana in accordance with Deed of Minutes of
Meeting No. 33 dated 9 December 1996, made before Darsono Purnomosidi, SH, Notary in Jakarta,
which was ratified by the MOJ with Decree No. C2-12.368HT.01.04.Th.97 dated 27 November 1997.

The Articles of Association have been entirely amended and restated as to comply with POJK 15/2020
as contained in Deed of Meeting Resolution No. 87 dated 13 July 2022, made before Jimmy Tanal,
SH, MKn, Notary in Jakarta (“Deed 87/2022”), which has obtained MOLHR approval through Decree
No. AHU-0050110.AH.01.02. Tahun 2022 dated 19 July 2022, and has been notified and received by
the MOLHR as stated in letter No. AHU-AH.01.09-0034495 dated 19 July 2022 and letter No. AHU-
AH.01.03-0267354 dated 19 July 2022.

The Company commenced commercial operations in August 1995, and currently operates in the tire
manufacturing industry for motor vehicles. The Company's success in recent years led to its
acguisition by Michelin in 2019. The acguisition provided a significant boost for the Company to
continue its achievements in the tire manufacturing industry sector. Currently, the Company is
controlled by its parent entity, Michelin, which holds 99.644 shareholding in the Company.

At the time of issuance of this Disclosure of Information, the Company is domiciled in West Java,

with its head office at Jl. Raya Lemahabang Km. 58, 3 Karang Sari Village, Kec. Kedung Waringin
Cikarang Timur, West Java 17550.

B. Business Activity of the Company

In accordance with the provisions in Article 3 of the Articles of Association, the Company has the
purpose and objective to conduct business activities in the outer and inner tire industry.
Furthermore, to be able to achieve these purposes and objectives, the Company conducts business
activities in the industrial sector which includes the manufacture of outer tires and inner tires with
the main material of natural rubber or artificial rubber for all types of motor vehicles, bicycles, other
transportation vehicles and eguipment that use tires. The Company's products are marketed
domestically and internationally.

Up to the issuance of this Disclosure of Information, the Company has developed several brands of
vehicle tire products, including for four-wheel vehicles such as Uniroyal and BFGoodrich, and for two-
wheel vehicles such as Corsa and Michelin.

C.  Subsidiaries of the Company

Until this Disclosure of Information is published, the Company has consolidated subsidiaries, with
details as follows:

Start of commercial
Name Ownership (X) Domicile Business activities operation
PT Michelin Indonesia 99.92 DKI Jakarta Import and 2011
distribution of tire
Achilles Tire USA 100.00 United States of Marketing and 2016
America distribution of tire
PT Kawasan Industri 99.96 West Java Industrial estate No commercial
Multistrada Province management Operations

D. Capital Structure and Composition of Shareholders

The capital structure of the Company as at the date of this Disclosure of Information is as set out in
Deed 87/2022, as follows:

Authorized capital Rp3,427,200,000,000
Issued/paid-up capital Rp1,285,612,572,300
Shares in portfolio : 15,297,053,055 Shares

The authorized capital was divided into 24,480,000,000 (twenty-four billion four hundred eighty
million) Shares, each Share having a nominal value of Rp140 (one hundred forty Rupiah).

In accordance with the Register of Shareholders as of 31 August 2024, the composition of the
Shareholders is as follows:

Paid-Up and Issued Capital Percentage
Nominal Total Nominal Value (Rp) ot
Shareholders Total of Share Value per- ownership
share (Rp) ts)
Authorized Capital 24,480,000,000 140 3,427,200,000,000
Paid-Up and Fully-Issued Capital
1. ” Michelin 9,149,766,702 140 1,280,967,338,280 99.64
2. Public 3,180,243 1a0 4,645,234,000 0.36
Total Paid-Up and Fully-Issued Capital 9,182,946,925 140 1,285,612,572,300 100.00
Portfolio Capital 15,297,053,055 140 2,141,587,427,700

E. Composition of the Board of Commissioners and the Board of Directors

Based on the Deed of Meeting Resolution No. 53 dated 15 May 2024, made before Surjadi, SH, MKn,
MM, MH, Notary in Central Jakarta, which has been notified and accepted by the MOLHR as stated
in letter No. AHU-AH.01.09-0210437 dated 5 June 2024, the composition of the Board of Directors
and Board of Commissioners is as follows:

BOARD OF COMMISSIONER

President Commissioner 1 Tan Su Hui
Commissioner 1 Eric Paskoff
Independent Commissioner 1 Andy Kelana
Independent Commissioner 1 Bonie Guido
Independent Commissioner 1 Budi Yoseph Siregar
BOARD OF DIRECTORS
President Director 1 Sai Banu Ramani
Director : Stephane Marie Bertrand
Roy De Lachaise
Director : Kevin David Grant
Director 1 Ritesh

F. Summary of Financial Statements

Below is a summary of the financial positions and results of the Company at and for the period of 6
(six) months ended 30 June 2024 and annual Financial Statements ended 31 December 2023, 2022,
2021, 2020 and 2019.

The financial data at and for the period of 6 (six) months ended 30 June 2024 and for the years ended
on 31 December 2023, 2022, 2021, 2020 and 2019 are taken from the Company's financial
statements, which have been audited by the Public Accountant, with an ungualified opinion.

Profit loss

Net Sales 219,320 488,891 164,666 463,205 319,332 318,263
Gross profit 90,369 195,720 141,742 130,428 74,336 35,082
Profit (loss) before 28,466 96,140 67,862 64,664 27,850 “9,207
income tax

Total other 21,508 74,420 52,702 50,470 34,059 “12,094
comprehensive Income

(loss)

Profit (loss) 21,964 75,342 52,913 50,302 35,354 -11,189
attributable to Owners

of the parent

Financial Position

Current assets 198,106 249,282 176175 226,842 155,499 128,725
Non current assets 265,676 274,275 286,758 295,542 310,626 322,378
Total assets 263,782 523,557 462,933 522,384 466,125 451,103

Current liabilities 66,738 126,055 124,960 145,449 102,707 72,218
Non current liabilties 15,906 16,501 13,141 104,804 132,156 183,497
Total eguity 381,138 381,001 324,832 272,130 231,262 195,388
Total liabilities and 463,782 523,557 462,933 522,383 466,125 451,103
eguity

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
A. Background

An EGMS on the Go Private Plan and the Addition of Business Activities Plan will be held on 11
November 2024 at 14.00 Western Indonesian Time until completion, which will be held at Hotel
Kristal, Ruang Meeting Ruby 1, Tower 2, Lantai 1, Jl. Terogong Raya Cilandak Barat, Jakarta Selatan
12430.

The Company will also hold the EGMS electronically based on POJK 16/2020 through the KSEI
Electronic General Meeting System (eASY.KSEI).

Therefore, the Company strongly urges all Shareholders to attend the EGMS by granting power of
attorney to the party appointed by the Share Registrar by signing and returning the power of
attorney form which can be obtained on the Company's website (www.multistrada.co.id) and
Statement Letter of Independent Shareholders (as attached to the Disclosure of Information) to the
Company via email MASA.corpsec@michelin.com. The original power of attorney must be received
by the Board of Directors of the Company no later than 3 (three) Business Days before the EGMS
date, namely on Wednesday, 6 November 2024, at the office of the Company's Share Registrar,
PT Raya Saham Registra, domiciled in Jakarta and having its address at Gedung Plaza Sentral, Lt.2
Jl. Jend. Sudirman Kav. 47-48 Jakarta 12930. Shareholders can also provide power of attorney
electronically through the KSEI Electronic General Meeting System (eASY.KSEI) at the link
https://akses.ksei.co.id/ provided by KSEI as an electronic authorization mechanism in the process
of holding the EGMS no later than 1 (one) Business Day before the EGMS date, namely on Friday, 8
November 2024 at 16.00 Western Indonesian Time. Further information regarding the mechanism
for holding the EGMS will be included in the Invitation to the EGMS which will be announced on
IDX's, KSEI's and the Company's websites as well as in the newspapers on 19 October 2024.

Independent Shareholders or their proxies who wish to attend the EGMS must sign a Statement
Letter of Independent Shareholders.

The announcement of the EGMS, along with the abridged Disclosure of Information, are published
on 4 October 2024 in IDX's, KSEI's, and the Company's websites as well as on 2 (two) Indonesian
newspapers (Investor Daily and Kontan). The abridged Disclosure of Information will also be sent to
Shareholders by registered mail starting from 4 until 9 October 2024.

The invitation to attend the EGMS will be published in IDX's, KSEI's, and the Company's websites as
well to be announced on 2 (two) Indonesian newspapers on 19 October 2024.

The Shareholders who are entitled to attend the EGMS are shareholders whose names are listed in
the Register of Shareholders on the Recording Date on 18 October 2024.

B. Agenda for the EGMS
The Agenda for the EGMS are as follows:
1 First Agenda: Approval of the Go Private Plan, which includes:

a ratification of the appointment of an Independent Valuer For Go Private Plan and
approval of the Share Valuation Report,

b. approval of the change in the Company's status from a public company to a private
company:

Cc. approval of Delisting from IDX,

d. approval on the amendment of the entire Articles of Association in connection with the
change of the Company's status from a public company to a private company: and

e. authorizing the Board of Directors to take all necessary actions to implement the Go
Private Plan.

2. Second Agenda: Approval of the Addition of Business Activities Plan, which includes:

a. approval on the addition of business activities namely KBLI 22192 (Rubber Goods
Industry for Industrial Use), including discussion on the Feasibility Study Report:

b. approval on the amendment of Article 3 of the Articles of Association: and

c. authorizing the Board of Directors to take all necessary actions to implement the
Addition of Business Activities Plan.

3. Third Agenda: Approval on the changing of the composition of the Company's Board of
Directors, which includes:

a. approval on the changing of the composition of the Company's Board of Directors: and

b. authorizing the Board of Directors to take all necessary actions to implement the
changing of the composition of the Company's Board of Directors.

The First Agenda reguires approval from the Independent Shareholders. Meanwhile, the Second
Agenda and the Third Agenda DO NOT reguire approval from the Independent Shareholders.

c. Reguirements Pursuant to the Prevailing Regulations for the EGMS

Based on (i) POJK 3/2021 juncto POJK 15/2020, (ii) POJK 17/2020 juncto POJK 15/2020, (iii) the
Articles of Association, and (iv) IDX Rule No. I-N, the procedure to pass resolutions on the agenda

items to be considered at the EGMS is as follows:

First Agenda/Resolution: Approval on the Change of the Company Status

The reguirements that need to be fulfilled are pursuant to POJK 3/2021 juncto POJK 15/2020. The
EGMS must be attended by Independent Shareholders representing more than 1/2 of the total
Shares with valid voting rights owned by Independent Shareholders and resolutions made based on
the affirmative votes given by Independent Shareholders representing more than 1/2 of the total
Shares with valid voting rights owned by Independent Shareholders.

Second Agenda/Resolution: Approval of the Addition of Business Activities

Inaccordance with Article 17 paragraph (2) of the Articles of Association, the EGMS must be attended
by Shareholders or their authorized representatives that represent at least 2/3 of the total Shares
with valid voting rights and the EGMS may adopt valid and binding resolutions based on the
affirmative votes given by Shareholders representing more than 2/3 of the total Shares with valid
voting rights attending the EGMS.

Third Agenda/Resolution: Changing the composition of the Company's Board of Directors

Inaccordance with Article 15 paragraph (1) of the Articles of Association, the EGMS must be attended
by Shareholders or their authorized representatives that represent more than 1/2 of the total Shares
with valid voting rights and the EGMS may adopt valid and binding resolutions based on the
affirmative votes given by Shareholders representing more than 1/2 of the total Shares with valid
voting rights attending the EGMS.

Ouorum Reguirements

If the guorum at the EGMS to consider the resolution is not fulfilled, then a second and third EGMS
must be conducted with the following attendance and resolution guorum reguirements:

1. For the First Agenda, then the second and third EGMS must be conducted in accordance with
the reguirements of POJK 3/2021 juncto POJK 15/2020 and Articles of Association, which
states as follows:

ti) Second EGMS

The second EGMS may be convened provided that it is attended by Independent
Shareholders representing more than 1/2 of the total Shares with valid voting rights
owned by the Independent Shareholders and the resolution is taken based on
affirmative votes given by Independent Shareholders representing more than 1/2 of the
total Shares with valid voting rights owned by the Independent Shareholders who are
attended the second EGMS.

(ii) Third EGMS

In the event that the guorum of the second EGMS as referred to above is not fulfilled,
the third EGMS may be held provided that the third EGMS is valid and entitled to adopt
resolution if attended by Independent Shareholders of Shares with valid voting rights,
ina guorum of attendance determined by OJK at the reguest of the Company.

The resolution of the third EGMS is valid if it is approved by the Independent
Shareholders representing more than 50X of the Shares owned by the Independent
Shareholders who are attended the third EGMS.

For the Second Agenda, then the second and third EGMS must be conducted in accordance
with the reguirements POJK 17/2020 juncto POJK 15/2020 and Articles of Association, which
states as follows:

()

tii)

Second EGMS

The second EGMS may be convened provided that it is attended by the Shareholders
representing at least 3/5 of the total Shares with valid voting rights owned by the
Shareholders and the resolution is taken based on affirmative votes given by the
Shareholders representing more than 1/2 of the total Shares with valid voting rights
owned by the Shareholders who are attended the second EGMS.

Third EGMS

In the event that the guorum of the second EGMS as referred to above is not fulfilled,
the third EGMS may be held provided that the third EGMS is valid and entitled to adopt
resolution if attended by Shareholders of Shares with valid voting rights, ina guorum of
attendance determined by OJK at the reguest of the Company.

For the Third Agenda, then the second and third EGMS must be conducted in accordance
with the reguirements of POJK 15/2020 and the Articles of Association, which states as
follows:

ti)

tii)

Second EGMS

The second EGMS may be convened provided that it is attended by the Shareholders
representing at least 1/3 of the total Shares with valid voting rights owned by the
Shareholders and the resolution is taken based on affirmative votes given by the
Shareholders representing more than 1/2 of the total Shares with valid voting rights
owned by the Shareholders who are attended the second EGMS.

Third EGMS

If the guorum of the second EGMS as referred to above is not fulfilled, the third EGMS
may be held provided that the third EGMS is valid and entitled to adopt resolution if
attended by Shareholders of Shares with valid voting rights, in a guorum of attendance
determined by OJK at the reguest of the Company.

LIST OF IMPORTANT DATES IN RELATION TO THE GO PRIVATE PLAN AND THE ADDITION OF
BUSINESS ACTIVITIES PLAN

The indicative important dates in relation with the Go Private Plan and the Addition of Business
Activities Plan are as follows:

No.

1.

Announcement in IDX's, KSEI's, and the Company's websites as well as on 4 October 2024
2 (two) Indonesian newspapers (Investor Daily and Kontan) with regard
to the plan to convene the EGMS

Announcement in IDX's, KSEI's, and the Company's websites as well as on 4 October 2024
2 (two) Indonesian newspapers (Investor Daily and Kontan) with regard
to the abridged Disclosure of Information to the Shareholders

3. Recording Date to determine which Shareholders are entitled to attend 18 October 2024
and vote at the EGMS

4. | Announcement in IDX's, KSEI's and the Company's websites as well as on 19 October 2024
2 (two) Indonesian newspapers with regard to the EGMS invitation

5. | EGMS 11 November 2024

6. | Announcement in IDX's, KSEI's, and the Company's websites as well as in 13 November 2024
2 (two)indonesian newspapers with regard to the EGMS result

7. | Submission of the Tender Offer Statement related documents to OJK, IDX 18 November 2024
and the Company

8. | Announcement on 2 (two) Indonesian newspapers with regard to the 18 November 2024
Tender Offer Plan

9. | Estimated Effective Date for Tender Offer from OJK 3 December 2024

10. | Estimated date of announcement on 2 (two) Indonesian newspapers of 4 December 2024
amendments to the Tender Offer Statement (if any)

11. | Estimated Tender Offer Period 5 December 2024 — 3

January 2025
12. | Estimated settlement date 14 January 2025
13. | Estimated Tender Offer Result Report submitted to OJK 21 January 2025
14. | Estimated Delisting reguest to IDX January 2025
15. | Estimated approval issuance from IDX of the Delisting reguest, KSEI and January 2025

BAE issue a statement letter

16. | Estimated application for revocation of the effectiveness of the Registration January 2025
Statement in the context of a Public Offering of Eguity Securities or Public
Company Registration Statement to OJK

17. | Estimated revocation from OJK of the effectiveness of the Registration February 2025
Statement in the context of a Public Offering of Eguity Securities and/or
a Public Company Registration Statement

18. | Estimated cancellation from IDX on Securities listing March 2025

OTHER INFORMATION

Shareholders who reguire further information regarding the Go Private Plan and the Addition of
Business Activities Plan, and this Disclosure of Information may contact the following person:

PT MULTISTRADA ARAH SARANA
Jl. Raya Lemahabang Km 58.3, Desa Karang Sari

Kec. Kedung Waringin Cikarang Timur,
West Java, Indonesia, 17550
Telephone: 622189140758

Email: MASA.corpsec@michelin.com
WhatsApp: t6281188078070

Attn.: Ade Nofita
(Corporate Secretary)