20240627_BISI_Informasi Transaksi Afiliasi_31675844_lamp3.pdf

                          DESCRIPTION OF THE TRANSACTION

1. Date and Object of Transaction
On June 25 2024, the Company signed a Joint Venture Agreement with Key Innovation Co., Ltd.
(“KICL”) to establish a joint venture company legally domiciled in Indonesia based on the
provisions of the laws and regulations in Indonesia (“JV”). The JV's business activity is the
distribution of agricultural equipment and machinery, especially agricultural drones. The JV will
have issued and paid-up capital of IDR 20,000,000,000, where the Company will have 90% share
ownership while KICL will have 10% share ownership.

2. Value of Transaction
The transaction value is IDR18,000,000,000 which is a capital contribution made by the Company
or equivalent to 90% of JV shares ownership. The transaction is not a Material Transaction as
stipulated in OJK Regulation No. 17/POJK.04/2020 dated 20 April 2020 concerning Material
Transactions and Changes in Business Activities. This is because the transaction value is
IDR18,000 million or less than 20% of the equity value of the Company and its Subsidiaries based
on the Consolidated Financial Statements of the Company and its Subsidiaries for the year ended
31 December 2023 which has been audited by the Public Accounting Firm Purwantono, Sungkoro
& Surja with an unmodified audit opinion of IDR 689,339 million.

3. Parties Conducting the Transaction and the Relationship with the Company
PT BISI International Tbk
Brief History
PT BISI International Tbk (the “Company”) was established in Indonesia under the name PT Bright
Indonesia Seed Industry, based on the Notarial Deed of Drs. Gde Ngurah Rai, S.H., No. 35 dated
June 22, 1983, as amended by Deed No. 20 dated August 23, 1984 by the same Notary. The
deed of establishment was approved by the Minister of Justice of the Republic of Indonesia with
Decree No. C2-5415.HT.01.01.TH.84 dated 27 September 1984 and was published in the State
Gazette No. 94, Supplement No. 4731, dated November 23, 1990.
The Articles of Association have been amended several times, most recently by Deed of Notary
Marcivia Rahmani, S.H., M.Kn., No. 17 dated May 27, 2024. The Deed was approved by the
Ministry of Justice and Human Rights of the Republic of Indonesia with Decree No. AHU-
0032326.AH.01.02.TAHUN 2024 dated June 3, 2024.
Business Activities
Based on the latest Articles of Association, the business activities of the Company are Corn
Farming, Various Horticulture Farming, Hybrid Paddy Farming, Non-hybrid Paddy Farming, Leaf
Vegetables Horticulture Farming, Fruit Horticulture Farming, Fruit Vegetables Horticulture
Farming, Other Vegetables Horticulture Farming, Chili Farming, Plant Breeding Farming, After
Harvest Services, Seed Selection for Breeding, Wholesale Trading of Paddy and Field Crop,
Wholesale Trading of Fruits, Wholesale Trading of Vegetables, Research and Development on
Technology and Agricultural Genetic Engineering, Research and Development on Biotechnology,
Fruit and Vegetable Drying Industry, Corn Milling and Cleaning Industry, Wholesale of Agricultural
Machinery, Equipment and Equipment, Wholesale of Fertilizers & Agrochemical Products,
Agricultural and Forestry Machinery Industry, Natural/Non-Synthetic Fertilizer Industry Primary
Macro Nutrients, Primary Macro Nutrient Single Artificial Fertilizer Industry, Primary Macro
Nutrient Compound Artificial Fertilizer Industry, Artificial Fertilizer Industry Mixed Primary Macro
Nutrients, Secondary Macro Nutrient Fertilizer Industry, Micro Nutrient Fertilizer Industry,
Complementary Fertilizer Industry, Planting Media Industry, Other Fertilizer Industries, Retail
Trade Through Media for Mixed Goods as Mentioned in 47911 to 47913, Retail Trade Through
Media For Various Other Goods, Internet Trading Application Development Activities (E-
Commerce), Head Office Activities.

Shareholders Composition
Based on the Company's Register of Shareholders, the Company's shareholders as of December
31, 2023 are:
              Shareholder                   Number of Shares        Nominal Value (IDR)          %
 PT Agrindo Pratama                              930,000,000                93,000,000,000       31.00
 Field Investment Holdings Pte. Ltd.             190,687,500                19,068,750,000        6.36
 Valley Investment Holdings Pte. Ltd.            190,687,500                19,068,750,000        6.36
 Vista Investment Holdings Pte. Ltd.             190,687,500                19,068,750,000        6.36
 SJ BISI Holdings Pte. Ltd.                      122,250,000                12,225,000,000        4.08
 Tjiu Thomas Effendy – President                   2,748,900                   274,890,000        0.09
 Commissioner
 Lie Suhanto – Vice President                         310,000                   31,000,000         0.01
 Comissioner
 Ir. Andy Gumala – Director                           174,000                   17,400,000         0.01
 Public (each ownership less than 5%)           1,372,454,600              137,245,460,000        45.73
 Total                                          3,000,000,000              300,000,000,000       100.00
Management
Based on Notarial Deed of Marcivia Rahmani, S.H., M.Kn. No. 17 dated 27 May 2024, which has
been notified to the Ministry of Law and Human Rights of the Republic of Indonesia with the
Acceptance of Notification No. AHU-AH.01.09-0209250 dated June 3, 2024, the Directors and
Board of Commissioners of the Company are:
President Director                   : Agus Saputra Wijaya
Director                             : Putu Darsana
Director                             : Arief Tonny Kusuma
Director                             : Ir. Andy Gumala
Director                             : Adhi Kristanto, STP, MP
President Commissioner               : Tjiu Thomas Effendy
Vice President Commissioner          : Lie Suhanto
Independent Commissioner             : Burhan Hidayat
Independent Commissioner             : Sunardi
Key Innovation Co., Ltd.
Brief History
KICL was established in Thailand on June 18, 2019, with Business Registration Number
0105562106255 and has offices at 1, Soi Sukhumvit 60, Phra Khanong Tai Sub-district, Phra
Khanong District, Bangkok, Thailand.
Business Activities
KICL has 28 business activities, one of which is the production and distribution of agricultural tools
and machinery, including agricultural drones.
Shareholders Composition
Based on the Company's Register of Shareholders, the KICL shareholders as of April 9, 2024 are:
         Shareholder                    Number of Shares         Nominal Value (THB)           %
 South-East Agricultural Co., Ltd.               1.999.999                   199.999.900       99,99
 Supaporn Kietisirikajorn                                1                           100        0,01
 Total                                           2.000.000                   200.000.000      100,00

Management
The Directors of KICL are:
Director                     : Manas Chiaravanond
Director                     : Prawin Khurowat
Director                     : Somkid Kingpetchroongruang
Director                     : Supaporn Kietisirikajorn
Director                     : Rata Suttimantanakul

4. Nature of Conflict of Interest among Parties Involved in Transaction with the Company
The Company and KICL have the same Controlling Shareholder, namely the Jiaravanon Family.




5. Explanation, Justification and Reason for Such Proposal of Transaction
Since operating until now, the Company has continued to carry out business innovations, one of
which is developing agricultural technology. Apart from that, integrated business is still the
Company's focus in developing agriculture in Indonesia.
As one of the business activities carried out by the Company, the agricultural equipment and
machinery business will be an important contributor to the Company's sales. The development of
agricultural technology in the agricultural equipment and machinery business will help to improve
sustainable and efficient production methods for Indonesian farmers in producing agricultural
products.
One of the agricultural equipment and machinery products that the Company will offer to increase
farmer productivity is agricultural drones. Agricultural drone technology will be a new
breakthrough, offering capabilities that are still rarely utilized by Indonesian farmers to manage
and optimize the cultivation of their crops with precision and efficiency. Spraying crops with
agricultural drone technology can overcome topographic challenges that are difficult for farmers
to reach, more efficient because the number of workers for spraying is reduced and can mitigate
human health risks because using agricultural drones can reduce direct exposure to fertilizer and
agrochemical residues on workers. Apart from that, the Company can strengthen the one-stop
shopping concept because it will offer a variety of products and services for farmers, from seeds,
pesticides, fertilizers and agricultural equipment and machinery, one of which is agricultural
drones.

The Company's consideration for carrying out transactions with affiliate parties, namely KICL,
compared to when transactions are carried out with unaffiliated parties is because KICL is a
subsidiary of Chia Tai Co., Ltd. who has more than 100 years of experience in the agricultural
sector, including agricultural technology. Chia Tai Co., Ltd. is a leading company in the
agribusiness sector in Thailand and has introduced agricultural drone products to farmers in
Thailand. By collaborating with KICL, the Company will gain access to products, access to
information and transfer of the latest technology in conducting the agricultural drone business.
The source of funds that will be used by the Company to carry out Transactions is internal funding
sources.

                           SUMMARY OF APPRAISAL REPORT

To ensure the Fairness of Transactions to be carried out by the Company, the Company has
appointed the Toto Suharto & Rekan Public Appraisal Services Office ("KJPP"), to provide a
Fairness Opinion on the Joint Venture Transaction Transaction Plan, as presented in the Fairness
Opinion Report on the Joint Venture Transaction Transaction Plan No. 00238/2.0055-
00/BS/04/0060/0/VI/2024 dated 24 June 2024, with the following summary:
1. Parties involved in the Transaction
   The parties involved in the Transaction Plan are:
   1. PT BISI International Tbk is hereinafter referred to as the ("Company") as the party that
      will carry out the joint venture cooperation transaction.
   2. Key Innovation Co. Ltd, hereinafter referred to as (“KICL”) as the party that will collaborate
      with the Company in joint venture cooperation transactions.
2. Affiliate Transaction
   Based on information from management, it is known that the proposed transaction between
   the Company and KICL is an Affiliate Transaction as intended in POJK No. 42/POJK.04/2020
   concerning Affiliate Transactions and Conflict of Interest Transactions. The Company and
   KICL have the same Controlling Shareholder, namely the Jiaravanon Family.
3. Object of Transaction Plan
   The object of the transaction in this Fairness Opinion is that the Company plans to collaborate
   on a joint venture with KICL by establishing a company. The new business entity that will be
   formed by the Company and KICL will be established in Indonesia. The Joint Ventures’
   business activity is the distribution of agricultural drones.
4. Purpose and Objectives of the Fairness Opinion
   The purpose and objective of preparing the Fairness Opinion Report is to provide an overview
   to the Company's Directors regarding the fairness of the Transaction Plan from a financial
   aspect and to comply with applicable regulations, namely POJK No 42/POJK.04/2020
   concerning Affiliate Transactions and Conflict of Interest Transactions.
   This Fairness Opinion Report was prepared in accordance with the provisions in POJK No.
   35/POJK.04/2020, SEOJK No. 17/SEOJK.04/2020 and the Indonesian Assessment
   Standards (SPI) VII Edition of 2018 which were determined by the Indonesian Appraisal
   Professional Society (MAPPI).
5. Assessment Date
   The effective date of the assessment is December 31, 2023, where the limit is taken based
   on consideration of the interests and objectives of the assessment. Fairness analysis is carried
   out using parameters and audited financial reports as of December 31, 2023.
6. Appraiser Independence
   In preparing this Fairness Opinion Report, KJPP acted independently without any conflict of
   interest and is not affiliated with the Company or affiliated parties of the Company. KJPP also
   has no personal interests or profits related to this assignment.

7. Assessment Methodology on Fairness of Transaction Plan
   This Fairness Opinion Report was prepared in accordance with POJK No. 35/POJK.04/2020,
   SEOJK No. 17/SEOJK.04/2020 and the Indonesian Assessment Standards (SPI) set by
   MAPPI, where the approach applied is in accordance with the complete assessment
   standards.
   Fairness analysis is carried out by conducting qualitative analysis and quantitative analysis of
   the Transaction Plan. Where analysis of the Transaction Plan is carried out by identifying any
   linkages in the relationship between the parties to the transaction. In the transaction analysis
   there is an explanation of the benefits and risks of the Transaction Plan.
   Qualitative analysis of the Transaction Plan is based on industry and environmental analysis
   where there is a description of macroeconomic conditions in the world and economic
   conditions in Indonesia as well as an overview of the national banking industry. Apart from
   that, qualitative analysis will explain in more detail the reasons and background as well as the
   advantages and disadvantages of the Transaction Plan.
   Quantitative analysis of the Transaction Plan is carried out by identifying analysis of the
   Company's financial condition including assessment of historical performance and ratio
   analysis of the Company, trend analysis of the Company's historical financial reports and
   assessment of the company's financial projections, pro forma analysis of financial reports,
   sensitivity analysis of transactions and fairness analysis of Transaction Plan value.
8. Assumptions and Limiting Conditions
   In preparing this Fairness Opinion Report, we used several assumptions, including:
   1. This Fairness Opinion Report is a non-disclaimer opinion.
   2. KJPP has reviewed the documents used in the assessment process.
   3. The data and information obtained by KJPP comes from sources whose accuracy can be
      trusted.
   4. KJPP uses adjusted financial projections that reflect the fairness of financial projections
      made by management with the ability to achieve them (fiduciary duty).
   5. KJPP is responsible for implementing the assessment and fairness of adjusted financial
      projections.
   6. KJPP produces a Business Assessment Report which is open to the public, unless there
      is confidential information that could affect the company's operations.
   7. KJPP is responsible for the Business Assessment Report and Fairness Opinion
      Conclusion.
   8. KJPP has obtained information on the legal status of the appraisal object from the task
      provider.
   9. KJPP assumes that since the Transaction Plan until the issuance of this Fairness Opinion
      Report there have been no changes that have a material effect on the Transaction Plan.
   10. KJPP assumes that the Company complies with all regulations set by the government,
       especially those related to the Company's operations, both in the past and in the future.
   11. KJPP assumes that the legality of the Company is in accordance with applicable laws and
       regulations.

   12. KJPP assumes that the Company has and will fulfill its obligations regarding taxes, levies
       and other levies in accordance with applicable regulations.
   13. KJPP has obtained material information regarding the terms and conditions in the
       agreements related to the Transaction Plan from the Company.
   14. The Fairness Opinion Report is prepared only for the purposes and objectives as stated
       in this Fairness Opinion Report. We are not responsible to any party other than the
       Company, so that other parties who use this Fairness Opinion Report are responsible for
       all risks that arise.
   15. KJPP is not obliged to provide testimony or appear before a court or government official if
       this is not related to the aims and objectives of this Fairness Opinion Report and is outside
       the scope of the assignment.
   16. If in the future KJPP is asked to provide explanations and presentations that are carried
       out outside the work area of our office or to parties other than the task provider and service
       users, then all forms of costs incurred will be borne by the Company.
   17. This report is invalid if it does not have the leadership's signature and an office seal from
       KJPP.
9. Conclusion
   1. Analysis of Transaction Plans
      -   Based on information from the Company's management, considering that the
          Company and KICL are affiliated parties, it refers to the provisions of POJK
          No.42/POJK.04/2020 that the Proposed Transaction is an Affiliate Transaction and not
          a conflict of interest transaction as intended in POJK No.42/ POJK.04/2020. This
          Transaction Plan is not a material transaction as intended in POJK
          No.17/POJK.04/2020 because the transaction value is below 20% (twenty percent) of
          the Company's total equity based on the audited financial report as of December 31,
          2023.
      -   By carrying out the Transaction Plan, the Company can increase the market share of
          agricultural equipment and machinery products through the production method,
          namely drone agriculture. In joint venture cooperation transactions, the Company will
          reduce the level of financial or operational risk usually associated with new projects or
          investments. The Company can increase greater competitive advantage in the
          agricultural product and technology market.
      -   If the Transaction Plan fails, the Company will return to the Company's strategic plan
          which was prepared prior to the Transaction Plan.
      -   The Company's advantage from the planned joint venture transaction for establishing
          a Joint Venture Company is to strengthen the Company's commitment to exploring
          agricultural technology and solutions to overcome agricultural challenges in an effort
          to increase productivity and efficiency in Indonesia.
      -   While the losses that the Company will incur from this Proposed Transaction are due
          to the implementation of the Proposed Transaction, there are costs that arise as a
          result of this Proposed Transaction, which are not limited to costs of capital market
          supporting institutions such as KAP and KJPP costs with costs that arise, among
          others. KAP fees, transaction object appraisal fees, fees related to the appraisal
          profession and other obligations that may arise in the future.

2. Qualitative Analysis
   -   World economic growth slowed with financial market uncertainty easing. Global
       economic growth in 2023 is predicted to remain at 3.0%. This economic growth is
       supported by household consumption and investment. The decline in inflation in
       developed countries, including the US, continues, although it is still above target, while
       China's inflation is decreasing due to slowing economic growth.
   -   Economic growth in 2023 is predicted to be in the range of 4.5-5.3%, driven by
       consumption and investment in line with the acceleration of Government spending at
       the end of the year and the accelerated completion of several National Strategic
       Projects (PSN). In 2024, economic growth is predicted to increase in the range of 4.7-
       5.5% supported by domestic demand, especially continued consumption growth,
       including the positive impact of holding elections, as well as increased investment,
       especially buildings in line with the continued development of PSN including the
       Indonesian Capital City (IKN).
   -   Indonesia's Balance of Payments (NPI) 2023 is predicted to record a surplus, thereby
       supporting external resilience. The trade balance surplus continued in December
       2023, which was recorded at 3.3 billion US dollars, influenced by the export
       performance of Indonesia's main commodities which remained strong, such as coal
       and iron and steel. This development supports the 2023 current account remaining
       healthy and is predicted to be in the range of a surplus of 0.4% to a deficit of 0.4% of
       GDP.
   -   Indonesia's foreign exchange reserve position at the end of December 2023 was
       recorded to have increased to 146.4 billion US dollars, equivalent to financing 6.7
       months of imports or 6.5 months of imports and paying government foreign debt, and
       is above the international adequacy standard of around 3 months import.
   -   The Rupiah exchange rate until January 16 2024 was relatively stable, only weakening
       1.24% from the end of December 2023, with Bank Indonesia's stabilization policy and
       the return of foreign portfolio flows, in line with the attractive returns on domestic
       financial assets and the positive outlook for the Indonesian economy.
   -   December 2023 CPI inflation was recorded at 2.61% (yoy), down from the previous
       year's 5.51% (yoy) so it was in the range of 3.0±1%. The decline in inflation was
       influenced by the maintenance of various components of inflation as a concrete result
       of the consistency of Bank Indonesia's pro-stability monetary policy as well as close
       synergy between Bank Indonesia's policies and the Central and Regional
       Governments.
   -   A number of international institutions, such as the IMF and World Bank and other
       institutions have published their outlook for 2024. As a result, most project that
       economic growth in 2024 will be lower than last year. The IMF, for example, on October
       30 2023 estimated that global economic growth in 2024 would reach 2.9%, lower than
       the estimate for 2023 which would reach 3.0%. This slowdown in growth was
       influenced, among other things, by the economic slowdown in the United States (US),
       Europe and China.

      -   Based on the results of the 2023 Agricultural Census Phase I, the number of
          smallholder farmers reached 17.25 million people or 62.05% of the total number of
          land-using farmers, which means that the majority of farmers own less than 0.5
          hectares of land. For this reason, increasing the production of agricultural commodities
          and increasing the competitiveness of agricultural products is not only directed at
          increasing Gross Domestic Product (GDP) in the agricultural sector, but also at the
          transmission of national GDP to increasing farmers' income which can ultimately
          improve farmers' welfare. This is in line with the 2020-2024 RPJMN, which directs
          development not only to be oriented towards economic growth, but how the quality and
          distribution of the economy (welfare) is more evenly distributed. One of the keys to
          achieving quality economic growth is through a structural transformation process.
      -   The volume of agricultural exports during the 2023 period increased by 3.45%
          compared to the export volume in 2022, which includes agricultural exports in fresh
          and processed form. The national Farmer Exchange Rate (NTP), throughout 2023 also
          shows an increasing trend, with an average NTP in 2023 of 112.46 or an average
          increase of 4.78 percent compared to the value in 2022 where the average NTP was
          amounting to 107.33.
3. Quantitative Analysis
  -       Based on the Company's historical financial analysis, it is known that the Company has
          good performance. Thus, the Company's plan to carry out a Transaction Plan to
          strengthen its financial position and increase its competitiveness is reasonable.
  -       Based on the Company's financial projections, it is estimated that there will be an
          increase in sales, gross profit and net profit, as well as increasing the number of assets
          and total equity, therefore the Company's proposed Transaction is reasonable.
  -       The impact of the Transaction Plan is, the average Operating Margin from 36.89% to
          36.22%. Meanwhile, the average Net Margin has changed from 29.60% before the
          Transaction Plan to an average of 29.29% after the Transaction Plan.
  -       Based on the pro forma financial position above, there is an adjustment to cash and
          cash equivalents credited amounting to IDR 18,000,000,000.00. With the planned joint
          venture transaction, the Company made a capital deposit of IDR 18,000,000,000.00
          taken from cash and cash equivalents. Apart from that, there is an adjustment for debit
          subsidiary investment amounting to IDR 18,000,000,000.00 as a form of participation
          or capital deposit in the joint venture company.
  -       Based on the Company's profit and loss proforma above, there are no adjustments
          between before and after the Proposed Transaction.

  -   Based on the added value analysis, the projected total assets of the Company before
      each Proposed Transaction is IDR 4,713.23 billion in 2024 to IDR 10,030.09 billion in
      2028. Furthermore, the projected total assets of the Company after each Proposed
      Transaction is IDR 4,745.75 billion in 2024 to IDR 10,256.54 billion in 2028. The
      projected total liabilities of the Company before the Proposed Transaction are
      respectively IDR 496.57 billion in 2024 to IDR 508.68 billion in 2028. Furthermore, the
      projected total liabilities of the Company after the Proposed Transaction are
      respectively IDR 496.98 billion in 2024 to IDR 524.28 billion in 2028. The projected total
      equity of the Company before the Proposed Transaction is respectively IDR 4,216.66
      billion in 2024 to IDR 9,521.41 billion in 2028. Furthermore, the projected total equity of
      the Company after the Transaction Plan is respectively IDR 4,248.77 billion in 2024 to
      IDR 9,732.25 billion in 2028.
  -   Based on the added value analysis, the projected total revenue of the Company before
      each Proposed Transaction is IDR 3,287.44 billion in 2024 to IDR 6,379.04 billion in
      2028. Furthermore, the projected total revenue of the Company after each Proposed
      Transaction is amounting to IDR 3,315.34 billion in 2024 to IDR 6,780.84 billion in 2028.
      The Company's projected net profit before the Transaction Plan is respectively IDR
      974.01 billion in 2024 to IDR 1,928.56 billion in 2028 . Furthermore, the Company's
      projected net profit after the Proposed Transaction is IDR 986.11 in 2024 to IDR
      2,001.43 billion in 2028. There is a change in the Company's net profit which has
      increased after the Proposed Transaction.
  -   Based on the feasibility study report prepared by the Company's management, the plan
      to establish a Joint Venture Company meets the financial and economic feasibility of
      being implemented because it will make a positive contribution to the development of
      the Company.
4. Analysis of the Fairness of the Transaction Plan
   Based on the results of studies and analyzes that have been carried out on all related
   aspects including analysis of transaction plans, qualitative and quantitative analysis of
   positive impacts on planned transactions to be carried out as well as based on joint venture
   agreements and joint venture feasibility studies, KJPP is of the opinion that the Transaction
   Plan is Fair .
Based on the analyzes above, KJPP has the opinion that the Transaction Plan is FAIR.

                               ADDITIONAL INFORMATION

If the shareholders wish to get additional information in regards to this Disclosure Information,
shareholders may contact:

                                   PT BISI International Tbk
                              Jl. Raya Surabaya Mojokerto km 19,
            Desa Bringinbendo, Kecamatan Taman, Kabupaten Sidoarjo, East Java.
                           Telp. (031) 7882528, Fax. (031) 7882856
                               email: investor.relations@bisi.co.id