20240822_PANI_Informasi Transaksi Afiliasi_31707954_lamp1.pdf

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

AS                             :   PT Agung Sedayu.

ASM                            :   PT Alam Sedayu Makmur.

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

HGB                            :   Right to Build (Hak Guna Bangunan).

MAP                                PT Multi Artha Pratama, the Principal Shareholder of the Company .

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

OJK                            :   Financial Services Authority (Otoritas Jasa Keuangan).

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

                               :   PT Pantai Indah Kapuk Dua Tbk (or abbreviated as PT PIK2 Tbk).
Company
IDR                            :   Indonesian Rupiah, the lawful and official currency of Republic of Indonesia.

PET                            :   PT Panorama Eka Tunggal.

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

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

TMJ                            :   PT Tunas Mekar Jaya.

Transaction                    :   Lands purchase transaction by a subsidiary of the Company, namely PET as
                                   the buyer of 196 plots of land owned by WUK, with a total land area of
                                   1,475,551 m 2.

WUK                            :   PT Wahana Utama Karya.

                                                     I.    INTRODUCTION

This Disclosure of Information is made in relation to the Transaction with a total value of sale and purchase of
IDR3,688,877,500,000 (excluding tax in accordance with the prevailing laws and regulations).

As of the date of this Disclosure of Information is published, WUK is already an Affiliated company of PET and PET is a
subsidiary of the Company, thus the Transaction is an Affiliated Transaction which must fulfill the provisions and procedures
based on OJK Regulation 42/2020.

                                        II.   DESCRIPTION OF THE TRANSACTION

1.       Date of Transaction

         The date of Transaction is a date of sale and purchase of plot of lands owned by WUK by PET, which on 20 August
         2024.

2.       Object of Transaction

         Plots of land owned by WUK, with Building Right Title (HGB) ownership status, consists of 196 plots of land with total
         land area of 1,475,551 m2, located in Lemo, Tangerang, Banten.

3.       Value of the Transaction

         Total value of transaction amounting to IDR3,688,877,500,000 (excluding tax in accordance with the prevailing laws
         and regulations).


4.       Transactions Parties

         a. Seller:

             WUK, the PET’s Affiliated company, whereas PET is a subsidiary of the Company.

         b. Buyer:

             PET, the Company’s subsidiary.

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

         a. From the Seller Side:
            99% shares of WUK owned by ASM, whereas 99% shares of ASM owned by AS.

         b. From the Buyer Side:
            99% shares of PET owned by the Company, and 89,20% shares of the Company owned by MAP, whereas MAP
            shares owned by TMJ and AS, each respectively 50%.



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

     The Transaction was carried out with an Affiliated party and not with other third parties with the consideration that the plot
     of lands owned by WUK purchased by PET can add and expand the scale of the Company's project given its location not
     far from the Company's project location.

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

Kantor Jasa Penilai Publik (KJPP) Suwendho Rinaldy dan Rekan (KJPP SRR), an authorized KJPP based on the Decree of

the Minister of Finance No. 2.09.0059 dated August 20, 2009 which is registered as a capital market supporting profession at
OJK with a Letter of Registration of Capital Market Supporting Profession from OJK No. STTD.PPB-05/PJ-1/PM.02/2023
dated June 8, 2023 (Property and Business Valuer), has been assigned by the management of the Company to provide an
opinion as an independent valuer of the market value of the property of PT Wahana Utama Karya (“WUK”) in accordance with
the proposal of KJPP SRR No. 240625.005/SRR-JK/SPN-A/PANI/OR dated April 25, 2024 which has been approved by the
management of the Company.

The following is a summary of the property valuation report as outlined in the Property Valuation Report Prepared for PT Pantai
Indah Kapuk Dua Tbk No. 00407/2.0059-02/PI/03/0242/1/VIII/2024 dated August 19, 2024:

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 Rupiah. The purpose of the above assignment is to fulfill the needs of the
   Company in order to purchase the Object of Valuation.

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 controlled by WUK in the form of vacant
   land covering an area of 1,475,551.00 m² located in Lemo Village, Teluknaga Subdistrict, Tangerang Regency, Banten
   Province.

E. Inspection of the Object of Valuation

   Physical inspection of the Object of Valuation was conducted on July 24, 2024

F. Date of Valuation

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

G. Valuation Approach

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

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

H. Valuation Conclusion

   Based on the result of valuation from the independent valuer KJPP SRR, the market value of the property owned/on behalf
   of WUK as of June 30, 2024 is amounted to Rp 3,792,166,070,000.00.

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

Referring to the provisions in POJK 42/2020, to ensure the fairness of the Transaction carried out by the Company’s group,
the Company has appointed a Public Appraisal Kusnanto & rekan (hereinafter referred to as “KJPP KR”) to give fairness
opinion on the Transaction, which has been stated in fairness opinion report of lands purchase No. 00106/2.0162-
00/BS/05/0153/1/VIII/2024 dated20 August 2024.

1. The Transacting Parties

   The transacting parties in the Transaction are PET and WUK.

2. Transaction Objects of the Fairness Opinion

   The transaction object in the fairness opinion of lands purchase is a transaction in which PET purchase lands from WUK
   for a total of Rp 3.69 trillion.

3. Purpose and Objective of the Fairness Opinion

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

   This fairness opinion was prepared in compliance with the provisions of OJK Regulation Number 35/POJK.04/2020
   concerning “Valuation and Presentation of Business Valuation Report in Capital Markets” dated 25 May 2020 as well as
   Indonesian Valuation Standards 2018, Revised Edition SPI300, SPI310, SPI320, SPI330.

4. Limiting Conditions and Major Assumptions

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

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

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

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

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

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

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

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

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

5. The Approaches and Procedures of the Fairness Opinion on the Transaction

   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:

   •    Analysis of the Transaction;
   •    Qualitative and quantitative analysis of the Transaction; and
   •    Analysis of the fairness on the Transaction.

6. Conclusion of the Valuation

   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.

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

1. Statement of the Board of Directors

   The Board of Directors declares that:

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

   -       This Transaction is Affiliated Transaction as referred in OJK Regulation 42/2020, however, is not Material
           Transaction as referred in OJK Regulation 17/2020.

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

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

   -       The Transaction is not a Conflict-of-Interest Transactions as referred to in OJK Regulation 42/2020; and

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

                                           VI.   ADDITIONAL INFORMATION

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

                                             PT Pantai Indah Kapuk Dua Tbk

                                  Office Tower Agung Sedayu Group 8th dan 10th Floor,
                           Jl. Marina Raya, Kamal Muara, Penjaringan, Jakarta Utara 11470
                                                 Phone: (021) 39734100
                                     Website: https://www.pantaiindahkapukdua.com/
             Email: corporate.secretary@pantaiindahkapukdua.com / corporate.secretary@agungsedayu.com