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20240624_PTRO_Laporan Informasi dan Fakta Material_31674146_lamp3.pdf
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DISCLOSURE OF INFORMATION
IN RELATION WITH AFFILIATE TRANSACTION
This Disclosure of Information was created and intended to comply with Financial Services Authority
Regulation Number 42/POJK.04/2020 dated 1 July 2020 regarding the Affiliate Transactions and
Conflicts of Interest Transactions and Financial Services Authority Regulation No. 31/POJK.04/2015
dated 16 December 2015 regarding the Disclosure of Information or Material Facts by Issuers or
Public Companies.
PT PETROSEA TBK
(“Company” or “PTRO”)
Business Activities:
Construction, Mining and Quarrying, Processing Industry, Trade, Transport and Warehousing,
Information and Communication, Professional, Scientific and Technical Activities, Rental and Leasing
Activities Without Option Rights, Employment and Education
Domiciled in South Tangerang, Indonesia
Indy Bintaro Office Park, Building B
Jl. Boulevard Bintaro Jaya Blok B7/A6, Sektor VII, CBD Bintaro Jaya
South Tangerang 15224, Indonesia
Telp: (62 21) 29770999, Fax: (62 21) 29770988
corporate.secretary@petrosea.com
www.petrosea.com
The information as stated in this Disclosure of Information is important for the Company's Shareholders to
read and pay attention to.
If you have difficulty understanding the information as stated in this Disclosure of Information, you should
consult with a legal advisor, public accountant, financial advisor or other professional.
The Board of Directors and Board of Commissioners of the Company, both individually and mutually, are fully
responsible for the truth and completeness of the information as disclosed in this Disclosure of Information,
and after conducting careful research, confirm that there are no material important facts that have not been
disclosed or omitted in this Disclosure of Information, thereby causing the information provided in this
information disclosure to be incorrect and/or misleading.
This Disclosure of Information was published in South Tangerang on 24 June 2024
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I. DEFINITIONS
“Affiliation” : The relationship between one party and another party, as defined in
Article 1 paragraph (1) of the Capital Market Law.
“Conflicts of : The difference between the economic interests of a public company and
Interest” the personal economic interests of members of the Board of Directors,
members of the Board of Commissioners, major shareholders or
controllers that can harm the public company in question.
“Indonesia Stock : Indonesia Stock Exchange.
Exchange”
“GI” : PT Griya Idola, a limited liability company established according to and
based on the laws of the Republic of Indonesia, domiciled in West
Jakarta.
“Minister of Law : Minister of Law and Human Rights of the Republic of Indonesia.
and Human Rights”
“KJP” : PT Kreasi Jasa Persada, a limited liability company established according
to and based on the laws of the Republic of Indonesia, domiciled in West
Jakarta.
“Financial Services : Financial Services Authority of the Republic of Indonesia.
Authority” or “OJK”
“PJK” : PT Petrindo Jaya Kreasi Tbk, a limited liability public company
established according to and based on the laws of the Republic of
Indonesia, domiciled in West Jakarta.
“Independent : Public Appraisal Services Office Firman Suryantoro Sugeng Suzy
Appraisal” or Hartomo and Partners.
“KJPP”
“Lease Agreement” : Lease Agreement for Wisma Barito Pacific Jakarta dated 21 June 2024,
between the Company and GI.
“POJK 17/2020” : OJK Regulation Number 17/POJK.04/2020 dated 20 April 2020 regarding
Material Transactions and Changes in Main Business Activities.
“POJK 42/2020” : OJK Regulation Number 42/POJK.04/2020 dated 1 July 2020 regarding
Affiliate Transactions and Conflicts of Interest Transactions.
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“Rp” : Indonesian Rupiah, which is the legal currency of the Republic of
Indonesia.
“Transaction” : Office space lease transaction carried out by the Company based on the
Lease Agreement.
“Affiliate : Transactions as defined in POJK 42/2020.
Transactions”
“Conflict of Interest : Transactions carried out by public companies or controlled companies
Transactions” with any party, both affiliates and parties other than affiliates, contain
a conflict of interest.
“UUPT” : Law of the Republic of Indonesia No. 40 of 2007 regarding Limited
Liability Companies.
II. INTRODUCTION
In order to comply with POJK 42/2020, the Company's Board of Directors hereby announces a
Disclosure of Information to provide information to the Company's shareholders that on
21 June 2024, the Company has signed a Lease Agreement.
The Transaction carried out is an Affiliate Transaction in which the Company signed a Lease Agreement
with GI, with details as explained in this Disclosure of Information.
The Company and GI are affiliated parties based on the fact that there is the same beneficial ownership
between the Company and GI, both directly and indirectly, namely Prajogo Pangestu.
In connection with the Transaction, the Company always complies with each provision in the
agreement made by the Company, applicable laws and regulations, including but not limited to
regulations in the capital market sector, UUPT and other laws and regulations that are binding to the
Company and GI.
This Transaction is not a transaction that contains conflicts of interest and is not a material transaction
as referred to in POJK 42/2020 and POJK 17/2020.
In relation with the matters mentioned above, in accordance with the provisions of POJK 42/2020, the
Company's Board of Directors are publishing this Disclosure of Information with the aim of providing
more complete information and description to the Company's shareholders regarding the Transaction.
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III. INFORMATION REGARDING THE TRANSACTION
1. Background, Reasons and Benefits of Transaction
The Company intends to lease an office space in the Wisma Barito Pacific Building from GI in order
to increase operational efficiency through synergy and coordination with KJP (which is a direct
shareholder of the Company) and other companies part of the KJP business group structure which
also have offices in the Wisma Barito Pacific Building.
2. Transaction Object
Based on the Lease Agreement between the Company as the lessee and GI as the lessor, the
Company intends to lease an office space at Wisma Barito Pacific Building Tower A floors 2, 6, 8, 9,
10 and Tower B floors 2, 3, 2nd floor mezzanine and basement with a total area of 6,477 m2 located
on Jl. Let. Gen. S. Parman Kav. 62-63, Slipi, Palmerah, West Jakarta, Jakarta 11410.
The lease period is for 2 (two) years beginning from the fitting out period or 90 (ninety) calendar
days since the signing of the handover minutes (“BAST”) by the Company and GI from time to time,
whichever occures first (“Lease Period”), in which the handover of the Transaction Object will be
carried out partially and in stages beginning in July 2024 until December 2025.
3. Transaction Value
In accordance with the Lease Agreement, the Lease Fee per square meter per month is as follows:
2024 : Rp 114,000
2025 : Rp 117,000
With a maximum total Lease Fee of Rp 18,187,416,000 for the entire Lease Period, or an annual
lease free for the Transaction Object of Rp 9,093,708,000 per year. The Lease Fee already includes
Income Tax (PPh), however excludes Value-Added Tax (VAT) in accordance with the rates imposed
by laws and regulations in the field taxation.
GI and the Company agree an increase in the lease fee which will be reviewed and agreed upon by
both parties before the end of the Lease Period with a maximum value increase of 9% for every
2 (two) years, provided that the increase value does not conflict with applicable legislation, including
but not limited to provisions regarding Affiliate Transactions based on capital market regulations.
The value of this Transaction is less than 20% of the Company's equity based on the Company's
audited consolidated financial statements as per 31 December 2023, therefore this Transaction is
not a material transaction as referred to in POJK 17/2020.
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4. Parties Involved in the Transaction
Parties involved in the Transaction are the Company and GI.
The following is the information regarding the parties involved in the Transaction with the
Company:
a. Information regarding the Company
Brief History of the Company
The Company is a public limited liability company which was established based on Deed No.
75 dated 21 February 1972, drawn up before Djojo Muljadi, S.H., Notary in Jakarta. The deed
was approved by the Minister of Justice of the Republic of Indonesia in Decree No.
Y.A.5/51/17 dated 30 November 1972 and registered in the registration book at the Central
Jakarta District Court Office No. 3236 dated 7 December 1972 and has been announced in
State Gazette No. 12, on 9 February 1973 and Supplement to State Gazette No. 96.
The Company's Articles of Association have been amended several times, the latest as stated
in Deed No. 1 dated 2 May 2024, drawn up before Aulia Taufani, S.H., Notary in South Jakarta
(Company Deed 1/2024) with the amendments obtaining notification from the Minister of
Law and Human Rights dated 14 May 2024 Number AHU-AH.01.09-0202035 Year 2024 with
Company Register No. AHU-0092599.AH.01.11.Year 2024 dated 14 May 2024.
The latest composition of the shareholders of the Company is as referred to in Company Deed
1/2024.
The latest composition of members of the Board of Commissioners and Board of Directors of
the Company is as referred to in Deed No. 3 dated 4 December 2023, drawn up before before
Shanti Indah Lestari, S.H., M.Kn., Notary in Tangerang Regency (Company Deed 3/2023) with
notification has been received by the Minister of Law and Human Rights as stated in the Letter
of Acceptance of Notification of Changes to Company Data Number AHU-AH. 01.09-0197858
dated 19 December 2023.
In 1990, the Company conducted an initial public offering of shares to the public and listed its
shares on the Indonesian Stock Exchange.
Company Share Ownership
The Company’s capital structure is as follows:
Remarks Number of Shares Nominal Amount (Rp)
Authorized Capital 4,034,420,000 201,721,000,000
Issued & Paid Up Capital 1,008,605,000 50,430,250,000
Note: with a nominal value of Rp 50 per share.
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Based on the List of Shareholders of the Company compiled by PT Datindo Entrycom, the
composition of the shareholders of the Company as per 19 June 2024 is as follows:
Number of
No. Shareholders Total Nominal Value (Rp) %
Shares
1. PT Kreasi Jasa Persada 418,762,400 20,938,120,000 41.519
2. PT Caraka Reksa Optima 180,575,598 9,028,779,900 17.904
PT Sentosa Bersama 190,149,759 9,507,487,950 18.853
3.
Mitra
4. Public 219,117,243 10,955,862,150 21.725
Total 1,008,605,000 50,430,250,000 100.000
Management and Supervision of the Company
The composition of the members of the Board of Commissioners and Board of Directors based
on Company Deed 3/2023 is as follows:
Board of Commissioners
President Commissioner
concurrently Independent Commissioner : Osman Sitorus
Commissioner : Erwin Ciputra
Commissioner : Djauhar Maulidi S.E., M.B.A.
Commissioner : Prof. Ginandjar Kartasasmita
Commissioner : Jenderal Pol (Purn.) Drs. Sutanto
Independent Commissioner : Setia Untung Arimuladi S.H., M.Hum.
Board of Directors
President Director : Michael
Director : Kartika Hendrawan
Director : Ruddy Santoso
Director : Meinar Kusumastuti
Director : Iman Darus Hikhman
Company Business Activities
The Company is a limited liability company whose business activities are engaged in
construction, mining and quarrying, processing industry, trade, transportation and
warehousing, information and communication, professional, scientific and technical
activities, rental and leasing activities without option rights, employment and education. D
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b. Information regarding GI
Brief History of GI
GI was established based on Deed no. 21 dated 12 July 1989, drawn up before Nelly Elsye
Tahamata, S.H., Notary in Jakarta, with the amendment of Deed No. 40 dated 18 September
1989, which was approved by the Minister of Law and Human Rights through Decree No. C2-
9243.HT.01.01-TH89 dated 29 September 1989, and was registered in the register book at
Central Jakarta District Court Office No. 2220/1989 dated 11 October 1989 and was
announced in the State Gazette No. 2881, dated 7 November 1989 and Supplement to State
Gazette No. 89.
GI's Articles of Association have been amended several times, the latest as stated in Deed No.
26 dated 18 January 2024 drawn up before Wiwik Condro, S.H., Notary in the City of West
Jakarta ("Deed GI 18/2024") which deed has received approval from the Minister of Law and
Human Rights No. AHU-0004627.AH.01.02.Year 2024 dated 22 January 2024 with Company
Register No. AHU-0015239.AH.01.11.Year 2024 dated 22 January 2024 and the Minister of
Law and Human Rights notification No. AHU-AH.01.03-0018972 dated 22 January 2024 with
Company Register No. AHU-0015239.AH.01.11.Year 2024 dated 22 January 2024.
The latest composition of the shareholders of GI is as referred to in Deed GI 18/2024.
The latest composition of members of the Board of Commissioners and Board of Directors of
GI is as referred to in Deed No. 7 dated 3 August 2022, drawn up before before Wiwik Condro,
S.H., Notary in West Jakarta City (“GI Deed 7/2022”) which has received notification from the
Minister of Law and Human Rights No. AHU-0156039.AH.01.11.Year 2022 dated 10 August
2022.
GI Share Ownership
GI capital structure is as follows:
Remarks Number of Shares Nominal Amount (Rp)
Authorized Capital 131.901.000 131.901.000.000
Issued & Paid Up Capital 131.901.000 131.901.000.000
Note: with a nominal value of Rp 1.000 per share.
The latest composition of GI shareholders based on GI Deed 18/2024 is as follows:
Number of Total Nominal Value
No. Shareholders %
Shares (Rp)
1. PT Barito Pacific Tbk 131,900,000 131,900,000,000 99.99
2. PT Binajaya Rodakarya 1,000 1,000,000 0.01
Total 131,901,000 131,901,000,000 100.00
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GI Management and Supervision
The composition of the members of the Board of Commissioners and Board of Directors based
on GI Deed 7/2022 is as follows:
Board of Commissioners
Commissioner : Rudy Suparman
Board of Directors
President Director : Hengky Sidartawan
Director : Eddy Karli
Director : Djuliawati
GI Business Activities
GI is a limited liability company whose business activities involve self-owned or rented real
estate, head office activities and other management consulting activities.
5. Nature of Affiliate Relationship of Parties Involved in Transaction
The relationship between the parties carrying out the Transaction is an affiliate relationship due to
the same beneficial ownership between the Company and GI, both directly and indirectly, through
Prajogo Pangestu.
On the date this Disclosure of Information is published, the affiliate relationship as referred to
above is presented in the following chart:
IV. INDEPENDENT PARTY APPOINTED IN TRANSACTION
In connection with the above Transaction, the Company has appointed the following independent
party:
KJPP Firman Suryantoro Sugeng Suzy Hartomo dan Rekan (KJPP FAST), an independent public appraiser
who assessed the fairness of the Transaction, prepared a summary report summarizing the analysis
and indicative assessment results, as well as provided an opinion on the fairness of the Transaction
value.
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Address : Graha Surveyor Indonesia 18th Floor, Suite 1802 B
Jl. Jend. Gatot Subroto Kav. 56 Jakarta 12950 Indonesia
Telephone: +62 (21) +62 21 5265513, +62 21 5265514
Fax : +62 (21) +62 21 5265514
V. SUMMARY OF APPRAISAL REPORT AND FAIRNESS OPINION ON TRANSACTION
FROM INDEPENDENT APPRAISAL
The Company appointed KJPP FAST as the official KJPP based on Minister of Finance Decree
No. 2.09.0074 dated 8 December 2009, and has been registered with OJK, No. S-865/BL/2010, dated
29 January 2010, to provide a fairness opinion on the Transaction.
The following is a summary of the fairness opinion on the Transaction assessed by KJPP FAST based on
report No. 00019/2.0074-00/BS/02/0537/1/VI/2024 dated 21 June 2024 (“Fairness Opinion”):
1. Transaction Parties
The parties involved in the Transaction are the Company and GI.
2. Object of Assessment
The Transaction object in this Fairness Opinion is the preparation of a Fairness Opinion on the
Transaction.
3. Assignment Objectives
In order to implement the Transaction and comply with the provisions stated in POJK 42/2020, the
Company has appointed KJPP FAST as an independent appraiser to provide an opinion on the
fairness (“Fairness Opinion”) of the Transaction.
4. Limiting Conditions and Fundamental Assumptions
Limiting Conditions
During the preparation of the Fairness Opinion, we based our analysis on financial projections
prepared by the Company's management. In preparing financial projections, various assumptions
were developed based on the Company's performance in previous years and based on the
Company's management plans for the future. Furthermore, various relevant information and
suggestions provided by the Company's management regarding the changes in each factor within
the specified time period were also taken into consideration.
The following are the primary limiting circumstances that we assumed in the financial projections
used to analyze the Fairness Opinion:
1. There are no material changes regarding political, economic, legal, or statutory conditions that
will affect the Company's activities, industry, or the nations or regions in which the Company
operates.
2. There are no material changes regarding tax rates, customs duties, currency exchange rates,
or interest rates in the projection assumptions that might have a material impact on the
Company's performance other than those projected.
3. There are no material changes on the structure and main activities of the Company or to the
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main sources of the Company's income other than those projected.
4. There are no material changes in the Company’s management, except as previously disclosed.
5. There are no significant obstacles arising from industrial conflicts, labor procurement or other
issues that might affect the Company's business operations.
6. There are no significant changes to the market circumstances and prices of the Company's
current products and services, except for those projected.
7. There are no material changes to the Company's cost structure or other expenses, except for
those projected.
8. There are no significant fixed asset purchases other than those projected.
9. There are no exceptions to the provisions that must be given, except as projected, for
contingent liabilities or litigation arbitrations against threats or otherwise, outstanding bad
debts, contracts or other assets which have not yet been fulfilled.
10. There are no material changes to the existing agreements and provisions.
11. The Company's financial performance achievements during the projection period will be fully
utilized for the Company's development as planned during the projection period and will not
be used for any other purpose.
12. There is no use of funds or affiliated transactions that could materially impact the Company's
operations.
13. The Company's business plan is proceeding as planned and projected.
14. The Fairness Opinion is intended for the benefit of the Company's management and other
related parties in relation to the Transaction, in which the Fairness Opinion will be used to
assist management in the process of disclosure of information related to the Transaction, and
will not be used by other parties for other purposes or reprinted, distributed, quoted or
referred to at any time, in any manner, or for any purpose without our prior written
permission. The Fairness Opinion is not a recommendation to shareholders to take any
additional actions in connection with the Transaction and cannot be utilized by shareholders.
15. Events that occur after the date of the Fairness Opinion may have a significant effect on the
evaluation of the Company's performance over the projection period. We are not required to
update this report or amend the analysis in relation to an event and transaction that occurs
after the effective date of the analysis, which is 31 December 2023.
Fundamental Assumptions
In conducting the analysis, we assumed and relied on the accuracy and completeness of all financial
information and other information provided to us by the Company or that is generally available,
and we have not conducted and are thus not responsible for an independent review of such
information. We also relied on guarantees from the Company's management that they do not
know of any facts that could cause the information provided to us incomplete or misleading.
We did not conduct inspections of the Company's fixed assets or facilities. Moreover, we did not
provide an opinion on the transaction's tax implications. The services we provided to the Company
in connection to the Transaction were limited to a financial review and appraisal of the
Transaction's fairness (arms-length), and did not include accounting, audit, or tax services.
Our work on the Transaction does not constitute and cannot be interpreted as a review, audit, or
implementation of particular procedures on financial information. This work should not be
intended to identify vulnerabilities in internal controls, errors or irregularities in financial reporting,
or violations of the law. Furthermore, we do not have the authority and did not attempt to obtain
other forms of existing transactions for the Company.
This Fairness Opinion was created based on market conditions, economic conditions, general
business conditions, financial conditions, and government regulations on the date this report was
published. In preparing the Fairness Opinion, we also used several other assumptions, such as the
fulfillment of all conditions and obligations by the Company and all parties involved in the
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Transaction. The Transaction was carried out as described within the stipulated time period, as
well as the accuracy of information regarding the Transaction disclosed by the Company's
management.
5. Method and Procedure of Fairness Analysis
In preparing the Fairness Opinion of this Transaction, we conducted an analysis using the
Transaction assessment approach and processes for the following matters:
A. Analysis of Transaction;
B. Qualitative and quantitative analysis of Transaction
C. Analysis of the fairness of the transaction value; and
D. Analysis of other relevant factors.
6. Analysis of the Fairness of Transaction Plan
● Based on the benefit and risk analysis, the benefits of the Transaction for the Company are (i)
obtains a strategic location as the Company's head office which is close to the Company's
affiliated parties, especially the Company's shareholder, thereby facilitating the processes and
activities of the organization’s management in making decisions, as well as the Company being
able to focus on cost efficiency for office lease and therefore potentially boost the Company's
performance and ultimately increase yield return for all shareholders of the Company; (ii) The
Transaction is a form of the Company's efforts to optimize office operational performance with
a comfortable quality environment and complete facilities, in order to meet the comfort
requirements of the Company's employees in carrying out the Company's daily operations; and
(iii) by conducting the Transaction, the Company can implement cost savings each year by
lowering office space lease costs compared to current office space lease costs, thereby
increasing the Company's net profit for the year in the future. The risk of the Transaction for
the Company is that there is an adaptation process for all Company employees to occupy a
new building for the Company and therefore affect daily activities which have the potential to
impact the Company's overall operational performance.
● Based on the profit and loss analysis, the advantages of the Transaction for the Company are
(i) the Company will be in the same office as PJK and therefore create synergy with more
effective and efficient cooperative coordination; and (ii) by relocating the office, the
Company's marketing will become easier and facilitate access for the Company's manpower
and operations. The disadvantages of the Transaction for the Company are (i) with the
relocation of the office, the Company must incur recosts to renovate the old office space
before it is returned to the owner and costs include transportation, installation and renovation
of the Company's new office in the Building in accordance with the performance structure
planned by the Company's management which has the potential burden the Company's
financial statements for that year; and (ii) the Company may require larger costs in connection
with the transition of all office equipment which could potentially have a negative impact on
the Company's consolidated financial statements.
● Based on a report of the office space lease fee study which was conducted by KJPP FAST on
the Building covering an area of 6,477 m2 located at Wisma Barito Pacific, Jl. Let. Gen. S.
Parman Kav. 62-63, West Jakarta owned by the Building Owner as stated in the KJPP FAST
No. 00018/2.0074-00/PI/02/0616/1/VI/2024 report dated 20 June 2024, the market lease fee
as per 31 December 2023 is Rp 119,000/m3/month with a market leace price growth rate of
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9% every two years. Meanwhile the Transation value for two years carried out by the Company
for the first year amounts to Rp 114,000/m2/month and for the second year amounts to
Rp 117,000/m2/month. Furthermore, if the Transaction value for the first year of
Rp 114,000/m2/month is compared to the market lease price of Rp 119,000/m2/month, then
there is a deviation of 4.20% from the market lease price, and if the Transaction value for the
second year of Rp 117,000/m2/month is compared to the market lease price in the second
year of Rp 119,000/m2/month, then there is a deviation of 1.68% from the market lease price.
Based on POJK 35/2020, the Transaction value cannot exceed the upper and lower limits of
7.5% of the market value. Considering that the Transaction value for the first year and second
year has a deviation of 4.20% and 1.68% respectively from the market value, the Transaction
can still be considered fair, as the deviation is not more than 7.5%.
● Based on the Company's financial statement projection, from the comparison of profitability
ratio, it may be perceived that the average projected profitability ratio previously and after the
Transaction has decreased. ROA and ROIC projections previously and after the Transaction are
lower compared to the average historical ratio, except that the projected ROE previously and
after the Transaction is higher than the average historical ratio. The projected gross profit
margin, profit margin before tax and net profit margin before and after the Transaction are
lower compared to the historical average ratio. There are no indications of outliers between
projection previously and after the Transaction and the Company's historical liquidity level
ratio. For comparison of liquidity level ratio, it may be perceived that the average projected
liquidity level ratio previously and after the Transaction is higher than the average historical
activity ratio. The projected cash ratio and current ratio compared to the average liquidity ratio
previously and after the Transaction are higher than the average historical ratio. There are no
indications of outliers between projection previously and after the Transaction and the
Company's historical liquidity level ratio. The solvency level ratio comparison, it may be
perceived that the average projected solvency level ratio previously and after the Transaction
is higher than the average historical activity ratio. The DAR and DER projections were
compared with the average solvency ratio, previously and after the Transaction, is higher than
the average historical ratio. However, there is no indication of outliers between projection
previously and after the Transaction with the Company's historical solvency ratio. Based on the
previous outlier analysis, it may be concluded that the existing financial projections are still
within fairness.
● Based on the proforma of the financial statements, the measurement of the Company's
liquidity level has not changed as indicated by the quick ratio and current ratio if the
Transaction is conducted, it does not change compared to if the Transaction is not conducted.
Furthermore, the Company's liquidity level is still relatively positive considering that the quick
ratio and current ratio when the Transaction was conducted are still at 100%. Similar to the
Company's solvency level if the Transaction is conducted without changes as indicated by the
DAR and DER when the Transaction is conducted. In addition, the measurement of the
Company's level of profitability also does not change as indicated by ROA, ROE, gross profit
margin, margin before tax, and net profit margin if the Transaction does not change compared
to if the Transaction is not conducted. Therefore, in general, it can be indicated that the
Company's financial position if the Transaction is conducted, is still relatively positive.
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▪ Based on the incremental analysis carried out by comparing the Company's ability to generate
net profit between if the Transaction is not carried out and if the Transaction is carried out, as
well as the weighted average capital cost discount rate of 12.45%, the present value of
incremental net profit shows a positive value. Therefore it may be indicated that the
Transaction does not have the potential to negatively impact the Company.
7. Conclusion of the Fairness Opinion
Based on the assignment objectives, scope of work, data and information used, fundamental
assumptions, limiting conditions, approaches and fairness analysis procedures, Transaction
fairness analysis as described in the fairness opinion analysis above, KJPP FAST is of the opinion
that the Transaction is fair.
VI. STATEMENT FROM COMPANY'S BOARD OF COMMISSIONERS & BOARD OF DIRECTORS
The Board of Commissioners and Board of Directors of the Company hereby declare that all
information relating to the Transaction has been disclosed, where (i) the Transaction does not contain
Conflicts of Interest as regulated in POJK 42/2020; (ii) the Transaction is not a material transaction as
regulated in POJK 17/2020; and (iii) all material information has been disclosed in this Disclosure of
Information and the information is not misleading.
The Board of Directors of the Company hereby declares that the Transaction has gone through the
Company's procedures as required in POJK 42/2020 to ensure that the Transaction has been carried
out in accordance with applicable regulatory provisions and generally accepted business practices.
VII. ADDITIONAL INFORMATION
For the shareholders of the Company who require further information regarding the Transaction,
please contact:
PT PETROSEA TBK
Indy Bintaro Office Park, Building B
Jl. Boulevard Bintaro Jaya Blok B7/A6, Sektor VII, CBD Bintaro Jaya
South Tangerang 15224, Indonesia
Telp: (62 21) 29770999, Fax: (62 21) 29770988
corporate.secretary@petrosea.com
www.petrosea.com
to: Corporate Secretary
24 June 2024
Board of Directors of the Company
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Names mentioned 37 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×3
unresolved
org
Indonesia Stock Exchange
p.2
unresolved
org
PT Griya Idola
p.2
unresolved
org
Minister of Law
p.2 ×2
unresolved
org
Minister of Law and Human Rights
p.2 ×5
unresolved
person
Djojo Muljadi
· Notaris
p.5
unresolved
org
Minister of Justice
p.5
unresolved
org
Central Jakarta District Court
p.5 ×2
unresolved
person
Aulia Taufani
· Notaris
p.5
unresolved
person
Shanti Indah Lestari
· Notaris
p.5
unresolved
org
PT Datindo Entrycom
p.6
unresolved
person
Prof. Ginandjar Kartasasmita
p.6
unresolved
person
Jenderal Pol (Purn.) Drs. Sutanto Independent
p.6
unresolved
person
Nelly Elsye Tahamata
· Notaris
p.7
unresolved
person
Wiwik Condro
· Notaris
p.7 ×3
unresolved
org
PT Binajaya Rodakarya
p.7
unresolved
org
KJPP Firman Suryantoro Sugeng Suzy Hartomo dan Rekan
p.8
unresolved
org
KJPP Firman Suryantoro Sugeng Suzy Hartomo
p.8
unresolved
org
KJPP FAST
p.8 ×7
unresolved
org
Minister of Finance Decree
p.9
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
Rule parser
Needs review
confidence 0.091
1347 ms
12 Sep 2026 23:02
Raw output
{'appraiser_exempt': None,
'appraiser_name': '',
'assets': [],
'currency': None,
'fact_type': '',
'issuer_name': '',
'kind': 'MATERIAL_FACT',
'kjpp_name': '',
'letter_number': '',
'object_text': '',
'object_truncated': False,
'parties': [],
'pct_of_equity': None,
'reference_period': '',
'requires_rups': None,
'rups_date': None,
'ticker': '',
'transaction_date': None,
'valuation_date': None,
'value': None}