20240611_BATR_Transaksi Material Tanpa Persetujuan RUPS_31660416_lamp2.pdf

                                                INTRODUCTION
This Information Disclosure is made for the benefit of the Company's Shareholders so that the Company's
Shareholders receive complete information regarding the planned Transactions to be carried out by the
Company and also in order to fulfill POJK 17/2020 and POJK 42/2020.

The Company has conducted an Initial Public Offering of 620,000,000 (six hundred and twenty million)
ordinary shares in the name of New Shares, with a nominal value of IDR 20 (twenty Rupiah) per share
representing 20.50% (twenty point five zero percent) of the capital that has been issued and fully paid up after
the Public Offering, which is offered to the Public at an Offering Price of Rp. 110 (one hundred and ten Rupiah)
per share (“IPO”).

Based on the plan to use IPO proceeds as stated in the Prospectus for the IPO, approximately 38.6520% (thirty
eight point six five two zero percent) or Rp. 24,900,000,000 (twenty four billion nine hundred million Rupiah)
will be used by the Company for purchasing land and buildings from affiliated parties. ("Transaction").

The transaction is an Affiliate Transaction as intended in OJK Regulation Number 42/POJK.04/2020, stipulated
on 1 July 2020 concerning Affiliate Transactions and Conflict of Interest Transactions ("POJK No.42/2020") and
must fulfill the obligation to carry out a fairness assessment and opinion. regarding transactions and carrying
out information disclosure as regulated in Article 4 POJK No.42/2020.

The transactions carried out are transactions with affiliated parties of the Company as regulated in POJK
42/2020 considering that both parties from the Sellers, namely Ridwan and Sugeng Suryadi, are affiliated
parties of the Company. In connection with this Transaction, it meets the criteria as an Affiliate Transaction,
but does not fulfill Article 6 paragraph (1) letter d, which means it is not a Material Transaction that requires
GMS approval.

Thus, based on POJK No. 17/2020 and POJK 42/2020, the Company is obliged to announce information related
to Transactions to the public at least through the Company's website and the Indonesian Stock Exchange
website no later than 2 working days after the date of the Material Transaction. In connection with this
matter, the Company's Board of Directors announced this Information Disclosure with the aim of providing
more complete information and description to the Company's Shareholders and the public regarding the
Transaction.

The Company's Directors and Board of Commissioners declare that this Transaction is not an Affiliate
Transaction which contains a conflict of interest as referred to in POJK No. 42/POJK.04/2020 concerning
Affiliate Transactions and Conflict of Interest Transactions, because these transactions do not result in losses
or financial impacts due to unfair pricing.


                                     DESCRIPTION OF THE TRANSACTION

1.   BACKGROUND, REASONS AND BENEFITS OF THE TRANSACTION

The Company decided to purchase land and building i due to efficiency and effectiveness factors for the
Company's operational activities. The purchase of the land was from an affiliated party because since its
inception, the Company has occupied that location to carry out its operational activities. At the start of
operational activities, the Company used facilities from shareholders (affiliated parties) which were subject to
periodic rental fees, where the rental fees increased every year. By purchasing the land, the company can
reduce rental costs each year and increase the value of the Company's assets. Furthermore, land purchases
made at prices below market prices also provide benefits for the Company and its shareholders, where the
price obtained by the Company is lower than the current market price.

2.   TRANSACTION DATE

     The land purchase transaction carried out by the Company occurred on June 7, 2024.



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3.   TRANSACTION OBJECT

     a.   Land and building covering an area of 328m2 based on certificate number Certificate of Ownership
          ("SHM") No. 0323 which currently has a building erected to be used as the Company's Head Office
          located on Jl. Kebraon II No. 103A, Kebraon Village/Subdistrict, Karang Pilang District, Surabaya, East
          Java from the Company's affiliates, namely Mr. Ridwan as President Director of the Company and
          Sugeng Suryadi as President Commissioner of the Company;
     b.   Land covering an area of 1,200m2 based on deed number Deed of Sale and Purchase ("AJB") No. 55
          which currently has a building erected to be used as a warehouse for raw materials located in
          Sumput Village, District. Driyorejo, Kab. Gresik from affiliated parties, namely Mr. Ridwan as
          President Director of the Company and Sugeng Suryadi as President Commissioner of the Company
     c.   Land area of 3,069m2 based on SHM certificate number No. 01077, SHM No. 01078, SHM No. 01103,
          and AJB deed No. 594.4 which currently has a building used as a warehouse for raw materials
          located in Sumput Village, District. Driyorejo, Kab. Gresik from the Company's affiliates, namely Mr.
          Ridwan as President Director of the Company and Sugeng Suryadi as President Commissioner of the
          Company.
     d.   Land area of 3,329m2 based on SHM certificate number No. 01074, SHM No. 01075, and SHM No.
          01076 which currently has a building erected to be used as a warehouse for finished goods located in
          Sumput Village, Driyorejo, Kab. Gresik from the Company's affiliates, namely Mr. Ridwan as
          President Director of the Company and Sugeng Suryadi as President Commissioner of the Company.
     e.   Land area of 600m2 based on AJB deed number No. 173 which currently has a building used as a
          warehouse for finished goods located in Sumput Village, Driyorejo, Kab. Gresik from the Company's
          affiliates, namely Mr. Ridwan as President Director of the Company and Sugeng Suryadi as President
          Commissioner of the Company.
     f.   Land area of 450m2 based on AJB deed number No. 063, and AJB No. 087 which has currently been
          erected as a building used as a warehouse for finished goods located in Sumput Village, Driyorejo,
          Kab. Gresik from the Company's affiliates, namely Mr. Ridwan as President Director of the Company
          and Sugeng Suryadi as President Commissioner of the Company.

     Hereinafter, the whole is referred to as (“Land”).

4.   TRANSACTION VALUE

     The Company has entered into a sale and purchase agreement based on the Sale and Purchase
     Agreement dated 22 January 2024 which was made privately and duly stamped between the Company
     and Mr. Ridwan and Mr. Sugeng Suryadi. Based on the Sale and Purchase Agreement dated January 22
     2024, the Company and Mr. Ridwan and Mr. Sugeng Suryadi agreed to carry out the sale and purchase at
     a price of IDR 24,900,000,000 (twenty four billion nine hundred million Rupiah).

5.   PARTIES CONDUCTING THE TRANSACTION

     5. 1. Company as Buyer

          The Company is a limited liability company established based on the laws and regulations in force in
          the Republic of Indonesia with the name "PT Benteng Api Technic", domiciled in the City of
          Surabaya, based on the Deed of Establishment of the Limited Liability Company PT Benteng Api
          Technic Number 2 dated 9 September 2004, which was drawn up before Tutty Mulianingsih, SH,
          Notary in the City of Surabaya, who has: (i) obtained approval from the Ministry of Law and Human
          Rights through Decree Number C-27671 HT.01.01.TH.2004 of 2004 dated 5 November 2004; (ii)
          registered in the Company Register under number TDP 130115115893 of 2004 dated 24 November
          2004; and (iii) announced in BNRI No. 62 TBNRI No. 7795 which was issued on August 3 2007 (“Deed
          of Establishment”).

          The Company's Articles of Association as stated in the Deed of Establishment have subsequently
          been amended several times, of which the latest amendment to the Articles of Association was
          based on the Deed of Statement of Shareholders' Decisions in Lieu of the Extraordinary General
          Meeting of Shareholders of PT Benteng Api Technic No. 60 dated 30 May 2024, made before Leolin
          Jayayanti, SH, M.Kn., Notary in Jakarta, which has: (i) obtained approval from the Minister of Law

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          and Human Rights ("Menhukham") based on Minister of Law and Human Rights Decree No. AHU-
          0031442.AH.01.02.TAHUN 2024 dated 30 May 2024; (ii) notified to the Minister of Law and Human
          Rights regarding changes to the articles of association as evidenced by the Letter of Acceptance of
          Notification of Changes to the Company's Articles of Association No. AHU-AH.01.03-0125421 dated
          30 May 2024; and (iii) has been registered in the Company Register No. AHU-
          0104879.AH.01.11.TAHUN 2024 dated 30 May 2024 (“Company Deed No. 60/30 May 2024”).

          Business activities
          Based on article 3 of the Company's Articles of Association in Company Deed No. 60/30 May 2024,
          the Company's aims and objectives are to operate in the fields of Wholesale Trade, Industry,
          Construction, Wastewater Management and Waste Recycling Management, and Rental and Leasing
          Activities without Option Rights. As of the publication of this Prospectus, the main business
          activities carried out by the Company are engaged in the Wholesale Trade of Roof Tiles, Bricks, Tiles
          and the like from Clay, Lime, Cement or Glass (KBLI Code 46633), Brick, Mortar, Cement and Glass
          Industry. similar fire-resistant products (KBLI Code 23911), other clay/ceramic fire-resistant goods
          industry (KBLI code 23919), other special construction YTDL (KBLI code 43909), and oil and gas
          installations (KBLI code 43223).

          Furthermore, the main business activities carried out by the Company are the areas of
          Manufacturing and Trading of Refractory products (Fire Resistant Materials) and Heat Resistant
          Insulation along with Construction Services

          Composition of Management and Supervisors
          The composition of the Company's Board of Commissioners and Directors is as follows:

          Board of Commissioners
          The main commissioner : Sugeng Suryadi
          Independent Commissioner       : M. Rusli Ananda

          Directors
          President director               : Ridwan
          Director                : Aswin Asmantono
          Director                : Agus Hari Pramudianto

     5. 2. Ridwan and Sugeng Suryadi as sellers

          The sellers are Ridwan and Sugeng Suryadi who are the landowners as mentioned in point 3 above.

6.   NATURE OF MATERIAL TRANSACTIONS IN THE TRANSACTION

     In accordance with POJK 17/2020 article 3 paragraph (2) sub a. namely "the transaction value is equal to
     20% (twenty percent) or more of the equity of the Public Company" then Based on the Company's
     financial report as of 31 December 2023 which has been audited by the Kanel & Rekan Public Accounting
     Firm for the Company's equity as of 31 December 2023, namely IDR 76,089,899,383,- and the transaction
     value is IDR 24,900,000,000,- or 32.72% of the book value of the Company's equity as of December 31,
     2023.

7.   THE NATURE OF THE AFFILIATE RELATIONSHIP OF THE PARTIES CONDUCTING THE TRANSACTION

     The affiliate relationship between Seller and Buyer is as follows:
     • Ridwan as the seller is a shareholder and Main Director of the Company.
     • Sugeng Suryadi as the seller who is a shareholder and President Commissioner of the Company.




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                    EFFECT OF TRANSACTIONS ON THE COMPANY'S FINANCIAL CONDITION

The following table describes the Company's Pro Forma Financial Report which is derived from and calculated
based on the Company's Financial Report for the year ended in 31 December 2023 which has been audited by
the Kanel and Partners Public Accounting Firm with a fair opinion without modification.

Profit and Loss Projections

Company Profit and Loss without any transaction plan:




Based on profit (loss) projections, without a Transaction Plan, for 5 years (2024 to 2028), BAT will record a net
profit in 2024 and 2028 of IDR 14.91 billion, 21.25 billion, respectively. 34.05 billion, 43.02 billion and Rp. 57.67
billion.




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The Company's Profit and Loss with the planned transaction:




If the planned transaction for the purchase of land and buildings is realized, the Company's financial
performance in the future will be better, which will be reflected in the net profit, which will be received by the
Company in 2024 to 2028, each amounting to IDR. 20.70 billion, IDR, 26.30 billion, IDR. 38.61 billion, Rp. 46.98
billion and Rp. 61.07 billion.

Proforma Financial Position Before and After the Transaction




Based on the Company's pro forma financial report as of 31 December 2023 before and after the Proposed
Transaction, it appears that with the implementation of the Proposed Transaction, where the source of funds


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comes from the IPO, the asset to liability ratio will improve to 4.70x compared to before the Proposed
Transaction of 2.91x. Furthermore, the liabilities to equity ratio will improve to 0.27x compared to before the
Proposed Transaction of 0.52x. This can strengthen the Company's capital structure, which in turn can increase
its lending capacity to third parties, if needed for future business development.


                                        APPRAISAL REPORT SUMMARY

KJPP Pung's Zulkarnain & Partners Appraisal Services Office has been appointed by the Company as an
Independent Appraiser to provide an assessment of sale and purchase objects for cut off sale and purchase
transactions as of 31 December 2023 based on report No. File: 00125/2.0004-01/PI/09/0378/1/I/2024 dated
15 January 2024 is as follows:

Identification of Valuation and Ownership Objects

1. Land and office buildings located on Jl. Kebraon II No. 103A, Kebraon Village, Karangpilang District, Surabaya
City, East Java Province. With a land area of 328 m2, the form of ownership of the appraisal object is sole
ownership. 1 (SHM) Certificate of Ownership No. 323, registered in the name of 1. Ridwan 2. Sugeng Suryadi.

2. Land located in Pasinan, Sumput Village, Driyorejo District, Gresik Regency, East Java Province. With a total
land area of 3,329 m2, the form of ownership of the appraisal object is sole ownership. 3 (SHM) Certificate of
Ownership No. 1074, 1075, 1076 registered in the names of 1. Ridwan 2. Sugeng Suryadi.

3. Land located in Driyorejo, Sumput Village, Driyorejo District, Gresik Regency, East Java Province. With a total
land area of 2,949 m2, the form of ownership of the assessment object is sole ownership. 3 (SHM) Certificate
of Ownership No. 1078, 1077, 1103 and 1 (AJB) Sale and Purchase Deed No. 549.4 registered in the name of 1.
Ridwan 2. Sugeng Suryadi.
4. Land located in Driyorejo, Sumput Village, Driyorejo District, Gresik Regency, East Java Province. With a total
land area of 1,200 m2, the form of ownership of the appraisal object is sole ownership. 1 (AJB) Sale and
Purchase Deed No. 55 registered in the names of 1. Ridwan 2. Sugeng Suryadi.

5. Land located in Driyorejo, Sumput Village, Driyorejo District, Gresik Regency, East Java Province. With a total
land area of 120 m2, the form of ownership of the appraisal object is sole ownership. 1 (AJB) Sale and
Purchase Deed No. 594.4 Quote from book: C registered in the name of 1. Ridwan 2. Sugeng Suryadi.

6. Vacant land located in Pasinan, Sumput Village, Driyorejo District, Gresik Regency, East Java Province. With a
total land area of 600 m2, the form of ownership of the appraisal object is sole ownership. 1 (AJB) Deed of Sale
and Purchase No. 173 registered in the names of 1. Ridwan 2. Sugeng Suryadi.

7. Land located in Pasinan Hamlet, Sumput Village, Driyorejo District, Gresik Regency, East Java Province. With
a total land area of 450 m2, the form of ownership of the appraisal object is sole ownership. 2 (AJB) Deed of
Sale and Purchase No. 63 & 87 registered in the names of 1. Ridwan 2. Sugeng Suryadi.

Purpose and objectives of valuation

The purpose of this assignment is to express and state an opinion on the Market Value of the object of
assessment for the purpose of an IPO (Initial Public Offering).

Assumptions and Special Assumption

This assessment is based on the following assumptions and limitation conditions:

1. Information that has been provided by another party to the Appraiser as stated in the Appraisal report is
considered appropriate and reliable, but the Appraiser is not responsible if it turns out that the information
provided is proven to be inconsistent with the truth. Information stated without stating the source is the result
of the Assessor's review of existing data, examination of documents or information from authorized
government agencies. The responsibility to re-check the correctness of this information lies entirely with the
Company.

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2. Unless regulated differently by existing regulations and laws, the assessment and assessment report is
confidential and is only intended for the Company and its professional advisors and is presented only for the
purposes and objectives as stated in the Assessment report. The appraiser is not responsible to any party other
than the Company in question. Other parties who use this report are responsible for all risks that arise.

3. The values included in this report and any other values in the Report which are part of the property being
assessed are only valid in accordance with the aims and objectives of the Assessment. The values used in this
Assessment report may not be used for other Assessment purposes which may result in errors.

5. The appraiser is not obliged to present and is not responsible for the results of the appraiser's work other
than to the Company and report users, unless otherwise stated.

6. The appraiser has considered the condition of the property in question, however, he is not obliged to
inspect the building structure or parts of the property that are closed, invisible and inaccessible. The appraiser
does not provide a guarantee if there is weathering, termites, other pest infestations or damage that is not
visible. The appraiser is not obliged to carry out inspections of environmental and other facilities. Unless
otherwise informed, the Appraiser's Assessment is based on the assumption that all of these aspects are met
properly.

7. The appraiser did not conduct an investigation into the condition of the land and other environmental
facilities for a new development. If not otherwise informed, the Appraiser's Assessment is based on
reasonableness, and for a development plan there are no unreasonable expenditures or delays in the
development period.

8. The appraiser did not conduct an investigation into environmental problems related to pollution. If no other
information is provided, the Appraiser's Assessment is based on the assumption that there is no pollution that
could affect the value.

9. Images, plans or maps contained in this report are presented for ease of visualization only. The appraiser
does not carry out surveys/mapping and is not responsible for this.

10. Information regarding urban planning plans is obtained from the General Urban Spatial Planning Plan and
Written Statements issued by authorized agencies. Unless otherwise instructed, the Appraiser assumes that
the property being appraised is not affected by various restrictions and that the property and its current or
future conditions of use do not conflict with applicable regulations.

11. All existing proof of ownership, legality and permits are based on information and data provided by the
Company/report users. Therefore, the Appraiser did not re-measure the property area in detail, but instead
provided information or product certificates from defense institutions & building drawings received from the
Company.

12. If there is a difference between the Company and the name of the last right holder on the certificate, the
Appraiser will not carry out an examination of the relationship between the Company and the name of the last
right holder on the certificate and the Appraiser is freed from prosecution if there are problems in the future.

13. When an inspection was carried out in the field, there was an asset in the form of a warehouse. However,
it is assumed that the assessment is in the form of vacant land.

Assessment Approach

The approach used in this assessment is as follows:
• The Market Approach with the Market Data Comparison Method is the most appropriate to use for
    Vacant Land Properties, considering the characteristics of these assets where adequate market data is
    available, comparable and commensurate with the object of assessment to be used as a comparison.




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•    The Income Approach and Cost Approach are the most appropriate to use for Building and Office Land,
     considering the characteristics of these assets where adequate market data is not available, comparable
     and commensurate with the object of assessment to serve as a comparison.

Conclusion

By referring to KEPI and SPI 2018, as well as taking into account all factors as contained in this report and
based on the assumptions and limiting conditions that apply on 31 December 2023, the appraiser is of the
opinion that the market value of these lands is Rp. 25,135,156,000,- (Twenty Five Billion One Hundred Thirty
Five Million One Hundred Fifty Six Thousand Rupiah).

                                SUMMARY OF TRANSACTION FAIRNESS REPORT

The KJPP Edi Andesta and Partners Appraisal Services Office has been appointed by the Company as an
Independent Appraiser to provide an assessment of sale and purchase objects for cut off sale and purchase
transactions as of 31 December 2023 based on report No. File: 00163/2.0053-00/BS/04/0095/1Nl/2024 dated
3 June 2024 is as follows:

Transaction Parties
The parties to the transaction are the Company as the buyer and Ridwan and Sugeng Suryadi as the seller

Assessment Object
The object of the assessment is the plan to purchase land and buildings with a total land area of ± 328 m2,
building area of ± 536 m2, located on Jalan Kebraon II No. 103A, Kebraon Village, Karangpilang District,
Surabaya City, East Java Province, and plans to purchase land with a total area of ± 8,648 m2, located in
Sumput Village, Driyorejo District, Gresik Regency, East Java Province.

Purpose and objectives
The purpose and objective of this Fairness Opinion is to provide an opinion on the fairness of the Company's
plan to use IPO proceeds to purchase land and buildings, to fulfill the provisions of OJK Regulation No.
17/POJK.04/2020 and No. 42/POJK.04/2020.

Assumptions and Limiting Conditions
 • This Fairness Opinion Report is a non-disclaimer opinion.
 • The appraiser has reviewed the documents used in the Fairness Opinion process but has not conducted
    research on the validity of the related documents, therefore we do not guarantee their correctness or
    validity.
 • The appraiser uses data and information obtained from sources whose accuracy can be trusted.
 • The appraiser uses adjusted financial projections that reflect the reasonableness of the financial
    projections made by management with its ability to achieve (fiduciary duty).
 • The results of the analysis carried out produce a Fairness Opinion Report which is open to the public
    unless there is confidential information which could affect the Company's operations
 • The appraiser is responsible for implementing the Fairness Opinion, the fairness of financial projections
    and final value conclusions.

Approaches and Procedures Used

In carrying out the fairness of the Transaction Plan, the Appraiser has carried out the following analysis:

a.   Transaction Plan Analysis

     The analysis carried out is as follows:
     1. Analysis of identification of transacting parties.
     2. Analysis of the relationship between the parties involved in the Transaction Plan.
     3. Analysis of agreements and conditions agreed in the Transaction Plan.
     4. Assessment analysis of the risks and benefits of the Transaction Plan.



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b. Fairness Opinion Analysis

     The analysis carried out is as follows:
     1. Transaction Plan Analysis.
     2. Qualitative and Quantitative Analysis of Transaction Plans.
     3. Analysis of the Fairness of Transaction Plans.
     4. Analysis of Relevant Factors.

c.   Explanations and Reasons

     Express sufficient explanations and reasons regarding the following matters:
     1. Uncertainty of financing plans in the Transaction Plan.
     2. Uncertainty in currency exchange rates.
     3. Market risk uncertainty.
     4. Other influencing factors.

d. Upper and Lower Limits on Value Ranges

     Analyze the fairness of the Transaction Plan by comparing the purchase price or takeover price with the
     market value from the appraisal results. If the purchase price is at the upper and lower limits of the value
     range, not exceeding 7.5%, according to regulation no. 35/POJK.04/2020. Then the Transaction Plan is
     categorized as reasonable.

Conclusion

Based on the fairness analysis of the Transaction Plan or "Transaction" as described above, by looking at the
reasons, benefits, risks and fairness analysis of the Transaction Plan, the Appraiser is of the opinion that the
value of the Transaction Plan for the purchase of land and buildings by the Company is appropriate, and taking
into account the above analysis , the Appraiser concluded that overall the Transaction Plan was a "Fair
Transaction".

         STATEMENT OF THE COMPANY'S BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS

The Board of Commissioners and Directors of the Company stated that the Transaction carried out by the
Company:
a. Fulfill the criteria for Material Transactions as regulated in Financial Services Authority Regulation Number
    17/POJK.04/2020 concerning Material Transactions and Changes in Business Activities but does not
    require Shareholder approval at the GMS;
b. Fulfills the criteria for Affiliate Transactions as regulated in Financial Services Authority Regulation Number
    42/POJK.04/2020 concerning Affiliate Transactions and Conflict of Interest Transactions but does not
    require Shareholder approval at the GMS;
c. Does not contain a Conflict of Interest as intended in Financial Services Authority Regulation Number
    42/POJK.04/2020 concerning Affiliate Transactions and Conflict of Interest Transactions.

The Company's Directors and Board of Commissioners, both individually and jointly, are fully responsible for
the truth and completeness of the information as disclosed in this Information Disclosure and all material
information has been disclosed and the information is not misleading.

In accordance with Article 10 POJK 17/2020 and Article 3 POJK 42/2020, the Company has adequate
procedures to ensure that affiliate transactions are carried out in accordance with generally accepted business
practices and the Company is obliged to keep documents related to the implementation of the procedures as
intended, within the storage period. documents in accordance with statutory provisions.




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                                     ADDITIONAL INFORMATION

For further information, please contact the Company's Corporate Secretary during the Company's working
hours via the following contact:


                                     PT Benteng Api Technic Tbk.

                                Jl. Kebraon II No. 103 A Surabaya 60222
                                           East Java - Indonesia
                                      Telephone: +62 (31)-7672269
                                  Fax: +62 (31) 7662336/ (31) 7671475
                                   Email: secretariat@bentengapi.com
                                Website: https://www.bentengapi.com/




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