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20240521_DIGI_Rencana Transaksi Material Dengan Persetujuan RUPS_31641877_lamp2.pdf
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DISCLOSURE OF INFORMATION
PT ARKADIA DIGITAL MEDIA, TBK
(Company)
Business Fields:
Web Portal and Multimedia Content Through Subsidiaries
Domiciled in Jakarta, Indonesia
Sahid Sudirman Center Building, 19th Floor, Unit B-C
Jln. Jend. Sudirman No. 86, Jakarta 10220, Indonesia
Phone: +62 21 7241888
Fax: +62 21 7241887
investor@arkadiacorp.com
www.arkadiacorp.com
DISCLOSURE OF INFORMATION IN RELATION TO MATERIAL TRANSACTION
This disclosure of information is made in relation with the effectiveness of the Addendum to the
CPD Agreement (“Transaction”).
The Transaction is material transaction, where the Transaction exceeds 25% (twenty five percent)
of the Company’s total assets. The Transaction Value is approximately 61.42% (sixty one point
forty two percent) of the Company’s total assets based on the Company’s consolidated financial
report for the year ending December 31, 2023 and a review of the financial report has been carried
out by the Doli, Bambang, Sulistiyanto, Dadang, and Ali Public Accounting Firm.
This Disclosure of Information is made in order to comply with Financial Services Authority
(“OJK”) Regulation No. 17/POJK.04/2020 regarding Material Transactions and Changes in
Business Activities
This Information Disclosure is published in Central Jakarta on 21May 2024
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I. DEFINITIONS AND ABBREVIATIONS
Addendum to the CPD Agreement is an agreement entitled Second Addendum to the Second
Amendment and Restatement of the Convertible Performance Debenture Agreement between
the Company and EMOF I dated 20 May 2024, where this agreement is the second addendum
to the CPD Agreement, which extends the repayment due date of the CPD Agreement until 31
July 2027 and changing the repayment procedures where previously in the CPD Agreement
debt repayment was by converting the debt into Company shares, change to the Company
paying the debt in 36 (thirty-six) monthly installments starting on 31 August 2024 and ends on
the maturity date, namely July 31, 2027 with interest of 4.5% (four point five percent) per year.
EMOF I is Emerging Media Opportunity Fund I, LP, a company established under and subject
to the laws of the United States and domiciled in Wilmington, Delaware.
Disclosure of Information is this Disclosure of Information, which is conveyed to the
Company’s shareholders in order to fulfill the Financial Services Authority Regulation
(“POJK”) 17/2020.
KJPP is the Kusnanto & Partners Public Appraisal Services Office, an independent appraiser
registered with the OJK which provides Fairness Opinions on Transactions.
Transaction Value is the value paid by the Company to EMOF I in relation to the Transaction,
namely IDR 11,562,000,000 (eleven billion five hundred and sixty two million Rupiah).
OJK is the Financial Services Authority, is a state institution based on Law Number 21 of 2011,
which is an institution that is independent and free from interference from other parties, which
has the functions, duties and authority of regulation, supervision, inspection and investigation
as intended in the Law.
Fairness Opinion is a fairness opinion made by KJPP as an independent appraiser who
provides a fairness opinion on a series of transactions as outlined in Report No. 00063/2.0162-
00/BS/06/0153/1/V/2024 dated 20 May 2024.
CPD Agreement is the Convertible Performance Debenture Agreement with EMOF I dated 23
March 2020 as amended by the Amendment of Convertible Debenture Agreement dated 7 June
2020 (hereinafter referred to as “ACDA I”) and the Second Amendment and Restatement of
Convertible Performance Debenture Agreement dated 6 July 2020 (hereinafter referred to as
“ACDA II”), in relation with a loan facility amounting to USD 750,000 (seven hundred and
fifty thousand United States Dollars), with interest of 10% (ten percent) per year, where the
loan must be converted into ordinary shares of the Company using exchange rate of IDR 14,050
per 1 USD or with a conversion price of IDR 1,400 per Company share with interest of 10%
(ten percent) per year and will mature on June 30 2023 or another date as notified by the debt
holder to the Company, or another date on which the principal debt becomes due and must be
paid in accordance with the provisions stipulated in this debt letter, whether due to a statement
of acceleration or other matters, and then as was amended by the Addendum to the Amendment
and Restatement of Convertible Performance Debenture Agreement dated June 30 2023.
The Company is PT Arkadia Digital Media Tbk, a public company whose shares are listed on
the Indonesia Stock Exchange, established under the laws of the Republic of Indonesia, having
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a registered address at the Sahid Sudirman Center Building, 19th Floor, Unit B-C, Jalan Jend.
Sudirman No. 86, Jakarta 10220, Indonesia.
POJK No. 17/2020 is OJK Regulation Number 17/POJK.04/2020 regarding Material
Transactions and Changes in Business Activities.
POJK No. 42/2020 is OJK Regulation Number 42/POJK.04/2020 regarding Affiliate
Transactions and Conflict of Interest Transactions.
Rp or Rupiah is the Indonesian Rupiah, which is the legal currency of the Republic of
Indonesia.
EGMS is the Extraordinary General Meeting of Shareholders of the Company, in relation with
the approval of the Transaction.
Transaction is the effectiveness of the new Addendum to the CPD Agreement which will be
effective upon receipt of approval from the Company’s Shareholders at the EGMS.
Material Transactions are any transactions carried out by public companies or controlled
companies that meet the value limits as regulated in POJK No. 17/2020.
Loan Transaction is as intended in section III. 3 Explanation, Considerations and Reasons and
Effects of Transactions.
USD or United States Dollar is the legal currency of the United States.
II. INTRODUCTION
As regulated in the provisions of POJK 17/2020, this Information Disclosure is conveyed to the
public in connection with the Transaction. As a public company, the Company is obliged to
announce and convey Information Disclosure to the public both through the Company's website
and the Indonesian Stock Exchange.
This Information Disclosure is intended to provide information and an overview to the public
regarding the Transaction by providing comprehensive explanations, considerations and
reasons for carrying out the Transaction.
This transaction is a material transaction because the Company has negative equity and the
transaction value exceeds 25% (twenty five percent) of the Company's total assets. The
transaction value is approximately 61.42% (sixty one point fourty two percent) of the
Company's total assets of IDR 18.823,642,544 (eighteen billion eight hundred twenty three
million six hundred forty two thousand five hundred forty four Rupiah) based on the Company's
consolidated financial report for the year ending December 31, 2023 and a review of the
financial report has been carried out by the Doli, Bambang, Sulistiyanto, Dadang, and Ali Public
Accounting Firm, so that because the Material Transaction exceed 25% (twenty five percent)
of the total assets of the Company, this Transaction requires approval from the Company's
shareholders through the EGMS.
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Therefore, the Company is obliged to announce Disclosure of Information regarding the
Transaction to the public at the same time as the EGMS announcement which will be held by
the Company to obtain approval from the Company's shareholders through the EGMS in
relation to the proposed Transaction.
The EGMS as intended is planned to be held on June 27, 2024.
Whereas in relation to the Transaction, the Company has appointed the Kusnanto & Partners
Public Appraisal Services Office as an independent appraiser registered with the OJK whose
task is to provide a fairness opinion.
III. INFORMATION REGARDING THE TRANSACTION
1. Transaction Object
The Transaction Object is Adendum to the CPD Agreement where the Company and EMOF
I agreed to make changes to the CPD Agreement by extending the payment maturity date
in the CPD Agreement until 31 July 2027 and changing the repayment procedure, where
previously in the CPD Agreement debt repayment was by converting the debt into
Company shares, change to the Company paying the debt in 36 (thirty-six) monthly
installments starting on August 31 2024 and ending on the maturity date which is July 31,
2027 with interest of 4.5% (four point five percent) per year.
2. Transaction Value
The Transaction Value is USD 750,000 (seven hundred and fifty thousand United States
Dollars) or the equivalent of IDR 11,562,000,000 (eleven billion five hundred and sixty
two million Rupiah) calculated based on the exchange rate of IDR 15,416 (fifteen thousand
four hundred and sixteen Rupiah) per United States Dollar.
3. Explanation, Considerations and Reasons and Effects of the Transaction
Previously, on March 23 2020, the Company and EMOF I had signed a CPD Agreement,
as amended by ACDA I on June 7 2020, ACDA II on June 7 2020, where the Company had
obtained a convertible loan facility from EMOF amounting to USD 750,000 (seven hundred
and fifty thousand United States Dollars). The loan must be converted into ordinary shares
of the Company, unless such conversion is not permitted based on the prevailing laws in
Indonesia using an exchange rate of IDR 14,070 (fourteen thousand and seventy Rupiah)
per USD 1 (one United States Dollar) or at the conversion price amounting to IDR 1,400
(one thousand four hundred Rupiah) per share with interest of 10% (ten percent) per year
and will mature on June 30, 2023 or another time period agreed by the parties or for other
reasons, except in the case of a statement of acceleration (hereinafter referred to as “Loan
Transaction”).
Furthermore, for business efficiency, the Company seeks to make changes to the Loan
Transaction by signing Addendum to the CPD Agreement which has been agreed that the
maturity of the loan facility amounting to USD 750,000 (seven hundred and fifty thousand
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United States Dollars) will be extended until July 31, 2027 and changing the repayment
procedure, where previously in the CPD Agreement debt repayment was by converting the
debt into Company shares, change to the Company paying the debt in 36 (thirty-six)
monthly installments starting on August 31 2024 and ending on the maturity date. The
maturity date is July 31, 2027 with interest of 4.5% (four point five percent) per year. This
will give the Company a longer period of time to be able to make repayment of Loan
Transactions to EMOF I. So that Addendum to the CPD Agreement can be effective and
can be implemented by the Company, then the Addendum to the CPD Agreement is
required to obtain prior approval from the Company's shareholders through the EGMS.
After the Transaction becomes effective, with the principal and interest payment scheme
arrangements that have been approved by the Company and EMOF I, the Company hopes
to increase the Company's liquidity ratio in the future.
By carrying out the Transaction, the Company hopes to be able to restructure the Loan
Transaction, among other things, in order to avoid default on the Loan Transaction, which
could have an impact on the continuity of the Company's business as well as other legal
processes that might have an impact on control of the Company's assets which could
ultimately affect interests of all shareholders of the Company.
Furthermore, after the Transaction becomes effective, the Company hopes to improve the
Company's consolidated financial performance in the future by reducing financial burdens
with lower Loan Transaction interest rates, which is expected to increase value for all of
the Company's shareholders.
4. Parties Involved in the Transaction
a. Information regarding the Company
Brief Company History
The Company was founded based on Deed of Establishment No. 5 dated March 6 2012,
made before Arianly Triutomo, SH, Notary in Tangerang Regency, as approved by the
Minister of Law and Human Rights based on Decree No. AHU-
13641.AH.01.01.TAHUN 2012 dated March 14 2012 and has been registered in the
Company Register No. AHU-0022688.AH.01.09.TAHUN 2012 dated March 14 2012.
Initially the Company was named "PT Bukit Irama", then changed to "PT Arkadia
Digital Media" based on the Deed of Shareholders' Decision Statement No. 02 dated
08 February 2018, made before Oscar Fredyan Iqbal Utama, SH, M.Kn., Notary in
Cirebon, as approved by the Minister of Law and Human Rights based on Decree No.
AHU-0003212.AH.01.02.TAHUN 2018 dated 10 February 2018 and has been
registered in the Company Register No. AHU-0019749.AH.01.11.TAHUN 2018 dated
February 10 2018 and has been notified to the Ministry of Law and Human Rights
based on the Letter of Acceptance of Notification of Amendments to the Articles of
Association No. AHU-AH.01.03-0062705 dated 10 February 2018 and has been
registered in the Company Register No. AHU-0019749.AH.01.11.TAHUN 2018 dated
10 February 2018 and Letter of Acceptance of Notification of Changes to Company
Data No. AHU-AH.01.03-0062712 dated 10 February 2018, and has been registered in
the Company Register No. AHU-0019749.AH.01.11.TAHUN 2018 dated 10 February
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2018. Furthermore, in the context of the Public Offering, the Company's name was
changed to "PT Arkadia Digital Media Tbk" based on the Deed of Shareholders'
Decision Statement No. 127 dated 25 May 2018, made before Elizabeth Karina
Leonita, SH, M.Kn., Notary in Bogor, as approved by the Minister of Law and Human
Rights based on Decree No. AHU-0011731.AH.01.02.TAHUN 2018 dated 28 May
2018 and has been registered in the Company Register No. AHU-
0074062.AH.01.11.TAHUN 2018 dated 28 May 2018, and has been notified to the
Ministry of Law and Human Rights based on the Letter of Acceptance of Notification
of Amendments to Articles of Association No. AHU-AH.01.03-0210075 dated 28 May
2018 and has been registered in the Company Register No. AHU-
0074062.AH.01.11.TAHUN 2018 dated 28 May 2018 and Letter of Acceptance of
Notification of Changes to Company Data No. AHU-AH.01.03-0210076 dated 28 May
2018, and has been registered in the Company Register No. AHU-
0074062.AH.01.11.TAHUN 2018 dated 28 May 2018 (“Deed No.127/2018”).
After the Company conducted a Public Offering, the Company adjusted its aims and
objectives as well as the Company's business activities in accordance with the 2017
Standard Classification of Indonesian Business Fields (KBLI) based on the Deed of
Meeting Decision Statement No. 15 dated 24 June 2019, made before Miki
Tanumiharja, SH, Notary in South Jakarta, as approved by the Minister of Law and
Human Rights based on Decree No. AHU-0039476.AH.01.02.Year 2019 dated 19 July
2019, and has been notified to the Minister of Law and Human Rights based on the
Letter of Acceptance of Notification of Changes to Company Data No. AHU-
AH.01.03-0300725 dated 19 July 2019, and has been registered in the Company
Register No. AHU-0115163.AH.01.11.Year 2019 dated 19 July 2019 (“Deed No.
15/2019”).
Capital Structure and Share Ownership of the Company
Based on the Deed of Meeting Decision Statement No. 35 dated 23 October 2020 made
before Miki Tanumiharja, SH, Notary in South Jakarta as notified to the Minister of
Law and Human Rights based on the Letter of Acceptance of Notification of Changes
to Company Data No. AHU-AH.01.03-0403802 dated 4 November 2020, and has been
registered in the Company Register No. AHU-0183978.AH.01.11.Year 2020 dated 4
November 2020 (“Deed No. 35/2020”), the Company's capital structure is as follows:
Authorized capital :IDR 70,000,000,000 (divided into 3,500,000,000
shares worth IDR 20 each)
Issued and Paid-up Capital :IDR 32,500,000,000 (divided into 1,625,000,000
shares, each worth IDR 20)
Based on Deed No. 35/2020 and the List of Company Shareholders published by PT
Bima Registra as the Company's Securities Administration Bureau, composition of the
Company's shareholders as of April 30, 2024 are as follows:
No. Shareholders Number of Nominal Percentage
shares (Rp) (%)
1. PT Harvest Capital 499,322,000 9,986,440,000 30.73
International
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2. Iwa Sukresno Karunia 397,706,300 7,954,126,000 24.47
3. Suwarjono 86,184,800 1,723,696,000 5.30
4. The public with non-script 641,786,900 12,835,738,000 39.50
Amount 1,625,000,000 32,500,000,000 100.00
Composition of the Company's Management
Based on Deed Statement of Meeting Decisions No.121 dated June 23, 2023, made in
the presence of Elizabeth Karina Leonita,SH, M.Kn., Notary in South Jakarta as
notified to the Minister of Law and Human Rights based on the Letter of Acceptance
of Notification of Changes to Company Data No. AHU-AH.01.09-0139254 dated 11
July 2023, and has been registered in the Company Register No. AHU-
0131317.AH.01.11.Year 2023 date July 11, 2023, the composition of the Company's
Directors and Board of Commissioners is as follows:
Board of Directors
President Director : Suwarjono
Director : Fastabiqul Khair Algatot
Board of Commissioners
President Commissioner : Stephen K. Sulistyo
Commissioner : Iwa Sukresno Karunia
Independent Commissioner : Ariyo Ali Suprapto
Company Business Activities
The Company operates in the fields of general trading, development, industry, printing,
multimedia via satellite and other telecommunications equipment, services and
investment.
b. Information about EMOF I
Brief History
EMOF I is a limited partnership organized and regulated under the laws of the State of
Delaware, United States, whose registered office is at 2711 Centerville Road, Suite
400, Wilmington, Delaware, 19808, United States.
Business Activities
Providing affordable capital and funding with a mezzanine scheme, and technical
assistance and special consultancy services for independent media.
Board of Management
Management Board : Harlan M. Mandel
Supervisory Board :
- Sheila Coronel
- Alexej Fulmek
- Yakare-Oule (Nani) Jansen-Reventlow
- Adrian Stoop
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- James Egan
- Richard Atterbury
- Maria Teresa Ronderos
- Yuen-Ying Chan
- Harlan M. Mandel
Contact
Address : 37 West 20th Street, Suites 804, New York, New York 10011, USA
Telephone : (1 212) 807 1304
Facsimile : (1 212) 807 0540
IV. EFFECT OF TRANSACTION IMPLEMENTATION ON THE COMPANY'S FINANCES
From a business strategy perspective, the Company assesses the implementation of the
Transaction plan as mitigating the inability to fulfill obligations for loan transactions and to
extend the maturity period of loan transactions. With a longer term, it is hoped that it can
increase the Company's liquidity ratio in the future.
Implementing the Transaction plan also means avoiding or reducing the risk of payment failure
which could impact business continuity and other legal processes for the Company.
Furthermore, through this Transaction, the Company hopes to improve consolidated financial
performance in the future by reducing financial burdens with low interest rates, thereby
providing value for all shareholders.
The effect of carrying out transactions on the Company's finances is presented in the pro forma
financial report as follows:
31 December 2023 31 December 2023
(With Transaction Plan) (Without Transaction Plan)
BALANCE
Total Current Assets 10,307,136,731 10,307,136,731
Total Non-Current Assets 8,516,505,813 8,516,505,813
TOTAL ASSETS 18,823,642,544 18,823,642,544
Total Current Liabilities 11,131,673,406 10,985,858,406
Total Non-Current Liabilities 15,694,319,870 4,132,319,870
Total Liabilities 26,825,993,276 15.118.178.276
Total Equity (8,002,350,732) 3,705,464,268
TOTAL OF LIABILITIES AND
EQUITIES 18,823,642,544 18,823,642,544
PROFIT AND LOSS
Revenue 57,893,788,442 57,893,788,442
Gross Profit (Loss) 22,218,198,294 22,218,198,294
Operating Profit (Loss) (1,608,273,141) (1,608,273,141)
Other Income (Expenses). (1,813,308,379) (1,667,493,379)
Profit (Loss) Before Income Tax (3,421,581,520) (3,275,766,520)
Profit (Loss) for the Year (4,105,498,606) (3,959,683,606)
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V. INDEPENDENT PARTY NAMED IN THE TRANSACTION
In connection with the Transaction, the Company has appointed an independent party, Kusnanto
& Partners Public Appraisal Services Office, an independent public appraiser who carries out
an assessment of the fairness of the Transaction, prepares a summary report summarizing the
analysis and indicative assessment results, and provides an opinion on the fairness of the
Transaction value.
Address : Citywalk Sudirman Floor 6, Jl. KH Mas MansyurNo. 121, Jakarta 10220,
Indonesia
Telephone : 62-21-25558778
Facsimile : 62-21-2555 6665
VI. SUMMARY OF THE APPRAISAL REPORT ON THE FAIRNESS OF THE TRANSACTION
The Company has appointed KJPP as the official Public Appraisal Services Office based on
Minister of Finance Decree No. 2.19.0162 dated 15 July 2019 and registered as a capital market
supporting professional services office at the OJK with Capital Market Supporting Professional
Registration Certificate from the OJK No. STTD.PB-01/PJ-1/PM.223/2023 (business
appraiser), has been assigned by the Company's management to determine a fairness opinion
onrTransaction planning in accordance with the assignment letterNo. KR/240215-001 dated
February 15, 2024 which has been approved by the Company's management.
The following is a summary of the above fairness opinion reportplanTransactions as stated in
report No. 00063/2.0162-00/BS/06/0153/1/V/2024 date May 202024:
Summary of the Appraiser's Report on Fairness of the Transaction Plan
a. Parties in the Transaction Plan
The parties involved in the planned Transaction is the Company, Suwarjono, and EMOF I.
b. Fairness Opinion of Transaction Object
Transaction object in the Fairness Opinion over Transaction plan is a transaction where the
Company previously obtained a loan facility of USD 750,000 from EMOF I where next,
the Company, Suwarjono, and EMOF I plans to change the loan facility amounting to USD
750,000 with a maturity date that will be extended to 31 July 2027 and the appearance of
that date will not cause automatic conversion of CPD and the Company will pay the
principal within 36 equal monthly installments during the period starting on August 31,
2024 and ending on the maturity date with interest of 4.50% per annum.
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c. Purpose and Objectives of Fairness Opinion
The aims and objectives of preparing the fairness opinion report on Transaction plan is to
provide an overview to the Company's Directors regarding fairness of the Transaction plan
from a financial aspect and to comply with applicable regulations, namely POJK 17/2020.
d. Assumptions and Limiting Conditions
Analysis of the Fairness Opinion aboveTransaction planprepared using data and
information as disclosed above, data and information which KJPP has reviewed. In carrying
out the analysis, KJPP relies on the accuracy, reliability and completeness of all financial
information, information on the legal status of the Company and other information provided
to KJPP by the Company or which is generally available and KJPP is not responsible for
the correctness of such information. Any changes to the data and information can materially
affect the final outcome of KJPP's opinion. KJPP also relies on assurances from the
Company's management that they do not know the facts that cause the information provided
to KJPP to be incomplete or misleading. Therefore, KJPP is not responsible for changes to
the conclusions of the KJPP Fairness Opinion due to changes in data and information.
Projections of the Company's consolidated financial statements before and afterTransaction
planprepared by the Company's management. KJPP has reviewed the projected financial
statements and the projected financial statements have described the operational conditions
and performance of the Company. In general, there are no significant adjustments that KJPP
needs to make to the Company's performance targets.
KJPP does not carry out inspections of the Company's fixed assets or facilities. Apart from
that, KJPP also does not provide an opinion on the tax impact ofTransaction plan. Services
that KJPP provides to the Company in relation to Transaction plan only constitutes the
provision of a Fairness Opinion on Transaction plan and not accounting, auditing or
taxation services. KJPP does not conduct research on validity of the Transaction plan from
the legal aspect and the implications of the tax aspect. Fairness Opinion above Transaction
plan only viewed from an economic and financial perspective. Fairness Opinion Report on
Transaction plan is a non-disclaimer opinion and is a report that is open to the public unless
there is confidential information that could affect the Company's operations. Furthermore,
KJPP has also obtained information on the Company's legal status based on the Company's
articles of association.
KJPP work related to the Transaction plan does not constitute and cannot be interpreted to
constitute in any form, a review or audit, or the implementation of certain procedures on
financial information. Nor should such work be intended to reveal weaknesses in internal
controls, errors or irregularities in financial statements, or violations of law. In addition,
KJPP does not have the authority and is not in a position to obtain and analyze other forms
of outside transactionsTransaction planthat exist and may be available to the Company and
the impact of these transactions on Transaction plan.
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This Fairness Opinion was prepared based on market and economic conditions, general
business and financial conditions, as well as related Government regulations Transaction
plan on the date this Fairness Opinion is issued.
In preparing this Fairness Opinion, KJPP used several assumptions, such as the fulfillment
of all conditions and obligations of the Company and all parties involved in the Transaction
plan. Transaction plan will be implemented as described in accordance with the time period
that has been determined and the accuracy of the information regarding Transaction plan
disclosed by the Company's management.
This Fairness Opinion must be viewed as a single unit and the use of some of the analysis
and information without considering other information and analysis as a whole may result
in misleading views and conclusions regarding the process underlying the Fairness
Opinion. Preparing a Fairness Opinion is a complex process and may not be possible
through incomplete analysis.
KJPP also assumes that from the date of issuance of the Fairness Opinion until the date of
occurrence of the Transaction plan, there has not been any change that has a material effect
on the assumptions used in preparing this Fairness Opinion. KJPP is not responsible for
reaffirming or supplementing, updating KJPP's opinion due to changes in assumptions and
conditions, as well as events that occur after the date of this report. The calculations and
analysis in order to provide a Fairness Opinion have been carried out correctly and KJPP is
responsible for the Fairness Opinion Report.
The conclusion of this Fairness Opinion applies if there are no changes that have a material
impact on Transaction plan. These changes include, but are not limited to, changes in
conditions both internal to the Company and externally, namely market and economic
conditions, general business, trade and financial conditions, as well as Indonesian
government regulations and other related regulations after the date of this Fairness Opinion
Report. issued. If after the date this Fairness Opinion Report is issued the above changes
occur, then the above Fairness Opinion of the Transaction plan maybe different.
e. Fairness Opinion Approach and Procedure
In the evaluation of the Fairness Opinion on this Transaction plan, KJPP has carried out
analysis using the above Fairness Opinion approach and procedures Transaction plan of the
following things:
I. Analysis on the Transaction plan;
II. Qualitative and Quantitative Analysis on the Transaction plan; and
III. Analysis of Fairness of the Transaction plan.
f. Fairness Opinion on the Transaction
Based on the scope of work, assumptions, data and information obtained from the
Company's management used in preparing this report, a review of the financial impact of
the Transaction plan as disclosed in this Fairness Opinion Report, KJPP have an opinion
that the Transaction plan is fair.
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VII. STATEMENT OF THE COMPANY'S BOARD OF COMMISSIONERS AND DIRECTORS
1. The Company's Board of Directors state that this Transaction is not an affiliate transaction
as referred to in POJK No. 42/2020.
2. The Board of Commissioners and Board of Directors of the Company are fully responsible
for the correctness of all information contained in this announcement and confirm that after
conducting sufficient checks, and to the best of their knowledge and belief, all information
contained in this announcement is correct and there is no other important and relevant
information which has not been disclosed, causing the information provided in this
announcement to be incorrect and/or misleading.
3. Furthermore, the Board of Commissioners and Board of Directors of the Company stated
that the Transaction carried out by the Company:
a. is a Material Transaction as intended by POJK No. 17/2020.
b. does not contain a conflict of interest as intended in POJK No. 42/2020.
VIII. GENERAL MEETING OF SHAREHOLDERS
In order to comply with the provisions of POJK No. 17/2020, the Transactions disclosed in this
Information Disclosure will require approval from the Company's shareholders at the EGMS
which will be held on Thursday, June 27, 2024. The following are important dates for the
implementation of the EGMS:
No. Information Date
1. Notification to OJK regarding GMS plans May 14, 2024
2. EGMS Announcement May 21, 2024
3. Announcement of Information Disclosure May 21, 2024
4. Closing Date in the Register of Shareholders June 4, 2024
5. Invitation to the EGMS June 5, 2024
6. EGMS June 27, 2024
7. Announcement of Summary of EGMS Minutes July 1, 2024
8. Submission of EGMS Minutes to OJK July 27, 2024
IX. ADDITIONAL INFORMATION
If shareholders require further information regarding the Transaction, they can contact the
Company at:
PT ARKADIA DIGITAL MEDIA TBK
Sahid Sudirman Center Building, 19th Floor, Unit B-C
Jalan Jend. Sudirman No. 86, Jakarta 10220, Indonesia
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Phone: +62 21 7241888
Fax: +62 21 7241887
investors@arkadiacorp.com
www.arkadiacorp.com
UP: Company Secretary
May 21, 2024
Best regards,
The Company Board of Directors
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Financial Services Authority
p.1 ×3
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Kusnanto & Partners
p.2 ×3
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Indonesia Stock Exchange
p.2
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Arianly Triutomo
· Notaris
p.5
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Minister of Law and Human Rights
p.5 ×6
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PT Bukit Irama
p.5
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person
Oscar Fredyan Iqbal
· Notaris
p.5
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Ministry of Law and Human Rights
p.5 ×2
unresolved
person
Elizabeth Karina Leonita
· Notaris
p.6 ×2
unresolved
person
Miki Tanumiharja
· Notaris
p.6 ×3
unresolved
org
Minister of Law
p.6
unresolved
org
PT Bima Registra
p.6
unresolved
person
KH Mas MansyurNo.
p.9
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
3303 ms
12 Sep 2026 23:03
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}