20240513_PORT_Transaksi Material Tanpa Persetujuan RUPS_31638173_lamp2.pdf

                                 DEFINITIONS AND ABBREVIATIONS

PIP means PT Parvi Indah Persada (“PIP), a limited liability company established based on and subject to
the laws of the Republic of Indonesia and domiciled in North Jakarta, which is a subsidiary of the Company,
with share ownership of 99.99%.

RPI means River Ports Investments Pte. Ltd (“RPI”), a limited liability company established under and
subject to the laws of the Republic of Singapore and domiciled in Singapore, which is a subsidiary of PIP,
with 100% share ownership.

Public Accountant means the Public Accountant Firm Amir Abadi Jusuf, Aryanto, Mawar & Rekan, a
member of the RSM Network firm, is a public accountant registered with the OJK who has audited the
Company's Financial Reports.

Thor Soon Hock, Singapore citizen, born in Singapore on May 6, 1958, holder of passport number
K2028800E, with address at 11 Jalan Lokam Singapore 537860, is a minority shareholder and director in
SSW and PS.

Information Disclosure means this Information Disclosure which is conveyed in order to fulfill POJK
17/2020.

KJPP FDI&R means the Ferdinand, Danar, Ichsan and Partners Public Appraisal Services Office.

OJK means the Financial Services Authority of the Republic of Indonesia.

POJK 31/2015 means OJK Regulation Number 31/POJK.04/2015 concerning Disclosure of Material
Information or Facts by Issuers or Public Companies, which is set on December 22, 2015.

POJK 17/2020 means OJK Regulation Number 17/POJK.04/2020 concerning Material Transactions and
Changes in Business Activities, which was stipulated on April 21, 2020.

POJK 42/2020 means OJK Regulation Number 42/POJK.04/2020 concerning Affiliate Transactions and
Conflict of Interest Transactions, which was stipulated on July 1, 2020.

NPH or Company means PT Nusantara Pelabuhan Handal Tbk, a public limited liability company
established based on and subject to the laws of the Republic of Indonesia and domiciled in North Jakarta.

PJB means the Share Purchase Agreement in this transaction.

Transaction means the sale and transfer transaction of all shares of RPI and its subsidiaries and associates
owned by PIP to Thor Soon Hock.

                                          INTRODUCTION

This Disclosure of Information is conveyed to Shareholders in connection with the sale and transfer
transaction of all shares of RPI and its subsidiaries and associates owned by PIP to Thor Soon Hock, a
Singapore citizen, born in Singapore on May 6, 1958, holder of passport number K2028800E, whose
address is at 11 Jalan Lokam Singapore 537860, is a minority shareholder and director in SSW and PS.

This transaction is a Material Transaction as regulated in POJK 17/2020 because the total assets that are
the object of the transaction exceed 20% (twenty percent) but are less than 50% (fifty percent) of the
Company's total assets based on the Consolidated Financial Report for the year ended in December 31,
2023, which has been audited by a Public Accountant, thus the Transaction does not require approval
from the Company's General Meeting of Shareholders.

The Company, the Company's Directors and Commissioners have no affiliation or conflict of interest with
the party purchasing all RPI shares, so the Transaction is not an Affiliate Transaction and Conflict of
Interest Transaction as referred to in POJK 42/2020.

Based on the matters above and in accordance with the provisions of applicable laws and regulations,
the Company's Directors are announcing this Information Disclosure with the aim of providing more
complete information and description to the Company's Shareholders regarding the Transaction Plan in
accordance with the provisions of POJK 17/2020.


                                          TRANSACTION DESCRIPTION

1. TRANSACTION BACKGROUND
   River Ports Investments Pte Ltd (“RPI”) is a PIP controlled company where the Company owns 99.999%
   of the issued and paid-up capital of PIP. PIP plans to divest 100% of RPI shares with considerations
   including:
   a. RPI has been experiencing losses for years.
   b. The company focuses more on terminal operations in Indonesia.

   On May 3, 2024, PIP ("Seller"), as a 100% shareholder of RPI ("Target Company") has signed a Sale and
   Purchase Agreement (PJB) with Thor Soon Hock ("Buyer"). Buyer, Seller and Target Company together
   referred to as the "Parties".

   Completion of the Transaction is subject to the fulfillment of the conditions agreed in the Agreement
   which have been fulfilled by the Parties.

2. TRANSACTION OBJECT
   The object of the transaction is 48,990,001 RPI shares which constitute 100% of RPI's paid-up and
   issued capital, which is wholly owned by PIP.

3. TRANSACTION VALUE
   Based on PJB, the sale price or transfer of 100% of RPI shares is calculated by:
   • USD 200,000 (two hundred thousand United States Dollars); and
   • adjusted to the adjustments agreed by the Parties as specified in the Agreement based on the
       audited Financial Statements for the year ended December 31, 2023.

    The share price calculation is determined in United States Dollars and transacted and paid in Rupiah
    using the Bank Indonesia middle rate (JISDOR) on the PJB date, as agreed by the parties.

4. PARTY CONDUCTING THE TRANSACTION
   a. PIP as Seller
      PIP was established based on Notarial Deed No. 308 from notary Ingrid Lannywaty, S.H., dated
      September 28, 2005, notary in Jakarta. The deed of establishment has been ratified by the Minister
      of Law and Human Rights of the Republic of Indonesia with Decree No. C-28714.HT.01.01.TH.2005
      dated October 18, 2005.

       The company's Articles of Association have undergone changes, most recently with Notarial Deed
       No. 134 from Notary Jimmy Tanal, S.H., M.Kn., dated November 24, 2022 regarding approval to
       increase the authorized capital and increase the issued capital and paid-up capital of the company.
       This deed of change has been received and recorded in the Legal Entity Administration system
       database of the Ministry of Law and Human Rights of the Republic of Indonesia in accordance with
       the Letter of Acceptance of Notification of Changes to the Company's Articles of Association
       No. AHU- 0085737.AH.01.02 of 2022 dated November 25, 2022.

       In accordance with article 3 of the company's Deed of Establishment, the company operates in the
       field of machine repair for general purposes and wholesale trade in machines, tools and other
       equipment. The company office is located at NPH Building, Jl. Kebon Bawang I No. 45 Tanjung Priok,
       Jakarta.

       Based on the Notarial Deed of Jimmy Tanal, S.H., M.Kn., No. 134 dated November 24, 2022 which
       has received a letter from the Ministry of Law and Human Rights No. AHU- 0085737.AH.01.02 Year
       2022 dated November 25, 2022, the company changed the composition of the members of the
       board of commissioners and directors. The composition as of December 31, 2023 and 2022 is as
       follows:

       Board of Commissioners
       President Commissioner         : Paul Krisnadi
       Commissioner                   : Lina

       Board of Directors
       President Director             : Won Kwee Sang
       Director                       : Chiong Yew Ee
       Director                       : Sony Sutanto
       Director                       : Lilik Sutanto

       Composition of company Shareholders:
       PT Nusantara Pelabuhan Handal Tbk : 99,999%
       Terminal and Equipment Pte., Ltd.  : 0,001%

   b. Thor Soon Hock as Buyer
      Thor Soon Hock, Singapore citizen, born in Singapore on May 6, 1958, holder of passport number
      K2028800E, with address at 11 Jalan Lokam Singapore 537860, is a minority shareholder and
      director in SSW and PS.

c. RPI as Target Company
   RPI was established under the Accounting and Corporate Regulatory Authority of Singapore (ACRA)
   based on the Companies Act (Cap 50) with Company Incorporation Confirmation Certificate
   No. 201529824K dated December 17, 2015 in Singapore. The company's Articles of Association
   have undergone several changes, most recently based on the General Meeting to increase the
   company's capital on May 30, 2023.

   Based on RPI's audited financial report as of December 31, 2023, the composition of the Company's
   Board of Directors is as follows:

   Board of Directors
   Director               : Chiong Yew Ee
   Director               : Paul Krisnadi

   Composition of RPI Shareholders:
   PT Parvi Indah Persada : 100%

d. PT Nusantara Pelabuhan Handal Tbk (“Company”)
   PT Nusantara Pelabuhan Handal Tbk (the Company) was established on December 29, 2003 in
   accordance with Deed No. 8 from Periasman Effendi, S.H., which has received approval from the
   Minister of Law and Human Rights of the Republic of Indonesia with Decree No. C-
   02925HT.01.01.TH. 2004 dated February 6, 2004. The company's Articles of Association have
   undergone several changes, most recently with Deed No. 135 from Surjadi, S.H., M.Kn., M.M.,
   M.H., notary in Jakarta dated June 23, 2023 regarding changes to the announcement of the
   company's financial statements. This amendment to the articles of association has received
   approval from the Minister of Law and Human Rights of the Republic of Indonesia with decision
   Number: AHU-AH. 01.03-0092991 dated July 18, 2023.

   The Company's address is at NPH Building, Jl. Kebon Bawang I No. 45, Tanjung Priok, Jakarta,
   Indonesia.

   In accordance with Deed no. 180 from Jimmy Tanal, S.H., M.Kn., notary in Jakarta dated August 11,
   2020, the aims and objectives and business activities of the company in accordance with article 3
   paragraph 1 are conducting business in the field of holding company activities and other
   management consulting activities.

   Based on Deed no. 135 from Surjadi, S.H., M.Kn., M.M., M.H., dated June 23, 2023, the members
   of the board of commissioners and directors as of December 31, 2023 are as follows:

   Board of Commissioners
   President Commissioner        : Iwan Suyudhie Amri
   Independent Commissioner      : Bernadet Mariani Siswanto
   Independent Commissioner      : Ir. Eddy Kuntadi
   Commissioner                  : Amelia Kurniawan

Board of Directors
President Director             : Paul Krisnadi
Director                       : Lina
Director                       : Sony Sutanto

Composition of Company Shareholders:
 No.                   Shareholders               Shares           %
  1.   PT Episenta Utama Investasi               2.084.075.127    74,06
  2.   PT Prima Permata Cakrawala                 153.008.758      5,44
  3.   Masyarakat                                 576.858.100     20,50
       Total                                     2.813.941.985   100,00

 EXPLANATION, CONSIDERATIONS AND REASONS FOR CONDUCTING MATERIAL TRANSACTIONS AND THE
           EFFECT OF SUCH TRANSACTIONS ON THE COMPANY'S FINANCIAL CONDITION

Explanation, Considerations and Reasons for Transactions
River Ports Investments Pte Ltd (“RPI”) is a PIP controlled company where the Company owns 99.999% of
the issued and paid-up capital of PIP. PIP plans to divest 100% of RPI shares with considerations including:
a. RPI has been experiencing losses for years.
b. The company focuses more on terminal operations in Indonesia.

Effect of Transactions on the Company's Financial Condition
The Transaction Impact is in accordance with the Transaction value based on the PJB signed on the date
May 3, 2024 which is based on the audited RPI Financial Report for the year ending December 31, 2023.



 SIGNIFICANT BASIC ASSUMPTIONS USED BY MANAGEMENT IN PREPARING PROFORMA CONSOLIDATED
                                  FINANCIAL INFORMATION


The purpose of the Proforma Financial Information is prepared solely to reflect the material financial
impact on the Company's Consolidated Financial Statements as of December 31, 2023 if it is assumed that
the sale of 100% of the subsidiary's shares has occurred on December 31, 2023.

The independent auditor's report on the Consolidated Financial Statements as of December 31, 2023 has
been issued by the Public Accounting Firm Amir Abadi Jusuf, Aryanto, Mawar and Rekan dated March 28,
2024. In connection with the Company's plan to carry out the sale of all shares of RPI's subsidiaries, the
Company has published financial information pro forma as of December 31, 2023 which has been adjusted
to the basic assumptions of the proforma to reflect the impact of the planned transaction as if it had
occurred on December 31, 2023.

Based on the PJB, this proforma financial information was prepared by the Company's Management with
the following assumptions:
a.    Proforma financial information is prepared with the assumption that the Company disposes of 100%
      of RPI's shares with a transaction value of USD 200,000 which is based on RPI's equity valuation on
      December 31, 2023 by the independent assessor KJPP FDI&R.
b.    After the sale of all RPI shares, the Company no longer has control over RPI and RPI is no longer a
      subsidiary of the Company.
c.    The assumption that the sale of all shares in the subsidiary has taken into account the relevant PSAK.

Proforma financial information is based on the historical consolidated financial statements of the Company
and its subsidiaries as of December 31, 2023 which have been audited by the Public Accounting Firm Amir
Abadi Jusuf, Aryanto, Mawar and Rekan and adjusted to the Company's proforma basic assumptions.
Proforma financial information describes the impact of transactions as if they had occurred on December
31, 2023.

PROFORMA STATEMENT OF FINANCIAL POSITION

                                                    Historical      Adjustment        Proforma
                                                      2023           Proforma           2023
                                                       Rp               Rp               Rp

 Current Asset                                      1,008,391,189    (434,525,843)      573,865,346
 Non Current Asset                                    712,861,573          681,605      713,543,178
 Total Asset                                        1,721,252,762    (433,844,238)    1,287,408,524

 Short Term Liability                                 571,343,583    (343,434,256)      227,909,327
 Long Term Liability                                  172,534,973               --      172,534,973
 Total Liability                                      743,878,556    (343,434,256)      400,444,300
 Total Equity                                         977,374,206     (90,409,982)      886,964,224
 Total Liability and Equity                         1,721,252,762    (433,844,238)    1,287,408,524




PROFORMA STATEMENT OF PROFIT & LOSS AND OTHER COMPREHENSIVE INCOME

                                                    Historical      Adjustment        Proforma
                                                      2023           Proforma           2023
                                                       Rp               Rp               Rp

Revenue                                             1,143,947,622                --   1,143,947,622
Direct Cost                                         (878,370,276)                --   (878,370,276)

Gross Profit                                         265,577,346                 --    265,577,346

Other Income                                            5,584,546                --       5,584,546
Administrative Expense                               (82,166,703)                --    (82,166,703)
Other Expense                                         (5,727,695)                --     (5,727,695)

Operating Profit                                     183,267,494                 --    183,267,494

Financial Expense                                    (49,987,570)                --    (49,987,570)
Income Tax Expense                                   (41,908,462)                --    (41,908,462)

Profit for Current Year from Continued Operation       91,371,462                --     91,371,462

Loss for Current Year from Discontinued Operation    (26,027,923)       26,027,923               --
Proforma Loss                                                  --    (226,682,008)    (226,682,008)

Income for the Year                                    65,343,539    (200,654,085)    (135,310,546)

Other Comprehensive Income                           (11,354,752)      (1,234,378)     (12,589,130)

Total Comprehensive Income for Current Year            53,988,787    (201,888,463)    (147,899,676)

A.   RPI STOCK VALUATION REPORT
     In connection with the planned RPI Share Sales Transaction, Public Appraisers and KJPP Ferdinand,
     Danar, Ichsan and Rekan or KJPP FDI&R who have permits and are registered as Appraisers with the
     Ministry of Finance of the Republic of Indonesia with business permit No.2.22.0176 dated April 21
     2022 and the Services Authority Finance with STTD No. STTD.PB-17/PJ-1/PM.02/2023 has published
     the RPI Share Valuation Report based on report No. Report: 00037/2.0176-
     00/BS/05/0089/1/IV/2024, dated 4 April 2024 concerning the 100% valuation of RPI shares ("RPI
     Shares Valuation Report"). The following is a summary of the RPI Stock Valuation Report:

     Purpose and Objectives of Valuation
     The purpose of this assessment is to provide an opinion on the market value of 100% of the equity
     of RPI and its subsidiaries. The purpose of this assessment is for transaction purposes in public
     companies in the context of buying and selling.

     Objects of Valuation and Ownership
     The object of assessment in this case is 100% of the equity of RPI and its subsidiaries and associates
     (99.99% of the equity of Suksawat Terminal Co., Ltd. and 30% of the equity of Port Solutions Co.,
     Ltd.). 100% of RPI's equity is owned by PIP.

     Assessment Date
     The Assessment Date in this assignment is December 31, 2023.

     Type of Currency Used
     The type of currency used in this assignment is the United States Dollar.

     Value Basis
     The basis of value used according to the above aims and objectives is Market Value.

     Referring to POJK 35/POJK.04/2020, Market Value, is defined as the estimated amount of money
     that can be obtained from the exchange of an asset or liability on the valuation date, between a
     buyer who is interested in buying and a seller who is interested in selling, in a free transaction,
     where marketing is carried out appropriately, where both parties each act on the basis of their
     understanding, with caution and without coercion.

     The assessment is carried out based on the Indonesian Appraiser Code of Ethics and Indonesian
     Appraisal Standards 2018 Edition VII (KEPI & SPI Edition VII-2018) and Financial Services Authority
     Regulation Number 35/POJK.04/2020 concerning Appraisal and Presentation of Business Valuation
     Reports in the Capital Market (POJK 35).

     Approach and Methodology
     The assessment approach and method used is the assessment approach and method commonly
     used in accordance with POJK 35. The selection of the assessment approach and method is applied
     by considering the characteristics and classification of the assessment object. In this assessment,

     the valuation approaches applied are the income approach, asset approach and market approach.
     For the income approach, the Discounted Cash Flow method is used, and for the asset approach,
     the Adjusted Book Value Method is used, and for the market approach, the guideline publicly-
     traded comparable method is used.

     The object of the assessment is the equity of the holding company. Referring to POJK 35/2020 and
     SPI 330, in terms of assessing the holding company, the appraiser must assess all subsidiary
     companies separately according to their percentage of ownership. On this basis, the appraiser
     makes the asset approach the main approach. Meanwhile, to fulfill the obligations of two
     approaches in the assessment process, a market approach is applied.

     The Discounted Cash Flow Method and the Adjusted Book Value Method are applied to RPI's
     subsidiaries and associates consisting of Suksawat Terminal Co., Ltd. (SSW) (subsidiary) and Port
     Solutions Co., Ltd. (PS) (association). The Income Approach using the Discounted Cash Flow method
     is used because SSW and PS are operating companies and have an income stream from their
     operational activities. The Asset Approach with the Net Asset Adjustment Method is used because
     it has assets that have a significant contribution to the company's operational activities.

     Conclusion
     Based on an analysis of all the data and information that we obtained and by considering various
     relevant factors that influence the valuation, and referring to the results of calculations using the
     valuation method used, KJPP FDI&R is of the opinion that the market value is 100% of RPI's equity
     as of December 31, 2023 after rounding is USD 189,442 or IDR 2,920,000,000 (Exchange rate 1 USD
     = IDR 15,412).


B.   SUMMARY OF REASONABLE OPINION REPORT
     In connection with the RPI Share Sales Transaction plan, the Public Appraiser and KJPP FDI&R who
     have permits and are registered as Appraisers with the Ministry of Finance of the Republic of
     Indonesia with business license No.2.22.0176 dated April 21, 2022 and the Financial Services
     Authority with STTD No. STTD.PB-17/PJ-1/PM.02/2023 has issued a Fairness Opinion Report on the
     fairness of the RPI Share Sales Transaction with No. Report: 00041/2.0176-
     00/BS/05/0089/1/IV/2024, dated April 24, 2024. The following is a summary of the Fairness
     Opinion:

     Background and Reasons for the Transaction Plan
     River Ports Investments Pte Ltd (“RPI”) is a PIP controlled company where the Company owns
     99.999% of the issued and paid-up capital of PIP. PIP plans to divest 100% of RPI shares with
     considerations including:
     a. RPI has been experiencing losses for years.
     b. The company focuses more on terminal operations in Indonesia.

Parties Carrying Out Transaction Plans
The parties involved in the Transaction Plan are:
a. PT Parvi Indah Persada (“PIP”) as a seller
b. Thor Soon Hock (“TSH”) as a buyer
c. River Ports Investments Pte. Ltd. (“RPI”)
d. PT Nusantara Pelabuhan Handal Tbk (“Perseroan”)

Object of Fairness Opinion Analysis
The object of the fairness analysis is the Transaction Plan for the divestment of 100% of RPI shares
owned by PIP. PIP is a subsidiary which is 99.999% owned by the Company.

Purpose and Objectives
The purpose and objective of this assignment is to provide a Fairness Opinion on the Transaction
Plan related to the divestment of 100% of RPI shares in order to comply with Financial Services
Authority Regulation (POJK) No. 17/POJK.04/2020 concerning Material Transactions and Changes
in Business Activities, not for taxation, banking and not for other forms of planned transactions.

Linkage with Financial Services Authority Regulations

Affiliate Transactions
The Company, the Company's Directors and Commissioners have no affiliation or conflict of interest
with the party purchasing all RPI shares, so the Transaction is not an Affiliate Transaction and
Conflict of Interest Transaction as referred to in POJK 42/2020.

Materiality of Transaction Plan Value
Based on POJK No. 17/POJK.04/2020 concerning Material Transactions and Changes in Business
Activities, the Transaction Plan is a material transaction where RPI's total assets exceed 20% of
NPH's total assets, namely 29.34%.

Assessment Date
The fairness opinion analysis was carried out for the assessment date of December 31, 2023, the
parameters used in the analysis used audited data from the consolidated financial statements as of
December 31, 2023.

Assessment Guidelines and Standards
The Fairness Opinion Report is prepared in accordance with the Indonesian Appraiser Code of Ethics
and Indonesian Appraisal Standards 2018 Edition VII (KEPI & SPI Edition VII-2018) with Revised
Editions on SPI 300, SPI 310, SPI 320 and SPI 330 which were determined on March 1 2020 as stated
determined by the Indonesian Appraisal Professional Society, POJK No. 17/POJK.04/2020 and
Financial Services Authority Regulation Number 35/POJK.04.2020 concerning Assessment and
Presentation of Business Assessment Reports in the Capital Market (POJK 35/POJK.04/2020).

Transaction Plan Fairness Analysis Methodology
Based on POJK 35/2020, the analysis of the fairness of the Transaction Plan is carried out through
analysis which includes the following matters:
• Analysis of Transactions;
• Qualitative and quantitative analysis of the Transaction Plan;
• Analysis of the fairness of the Transaction Value;
• Analysis of other relevant factors.

Assumptions and Limiting Conditions
1. This fairness opinion assessment report is a non-disclaimer opinion.
2. The Business Appraiser has reviewed the documents used in the fairness assessment/opinion
   process.
3. The data and information obtained comes from sources whose accuracy can be trusted.
4. The assessment uses financial projections made by management based on its ability to achieve
   (fiduciary duty).
5. The appraiser is responsible for carrying out the fairness opinion assessment.
6. This Business Assessment Report is open to the public.
7. The appraiser has obtained information on the legal status of the Appraisal Object/Transaction
   Plan from the Assignor.
8. The appraiser is responsible for all contents of this fairness assessment report.

Conclusion

Fairness Opinion on Transactions
Based on the fairness analysis of the Transaction Plan which was carried out including analysis of
transactions, qualitative and quantitative analysis, and analysis of the fairness of the value of the
proposed transaction, we are of the opinion that the Transaction Plan is REASONABLE.