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20260505_SWID_Informasi Transaksi Afiliasi_32077564_lamp3.pdf
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DEFINITIONS AND ABBREVIATIONS
Affiliate : a. family relationship due to marriage or lineage up to the second degree, both
horizontally and vertically;
b. relationship between a party and the employees, directors, or commissioners
of such party;
c. relationship between 2 (two) companies where there is 1 (one) or more
members of the board of directors or board of commissioners in common;
d. relationship between a company and a party that, directly or indirectly,
controls or is controlled by the company;
e. relationship between 2 (two) companies that are controlled, directly or
indirectly, by the same party; or
f. relationship between a company and its major shareholder.
Affiliated Transaction : Any activity and/or transaction carried out by a public company or a controlled
company with an Affiliate of the public company or an Affiliate of members of
the board of directors, members of the board of commissioners, major
shareholders, or the Controller, including any activity and/or transaction carried
out by a public company or a controlled company for the benefit of an Affiliate
of the public company or an Affiliate of members of the board of directors,
members of the board of commissioners, major shareholders, or the Controller.
Conflict of Interest : A difference between the economic interests of a public company and the
personal economic interests of members of the board of directors, members of
the board of commissioners, major shareholders, or the Controller that may
harm the public company.
POJK 42/2020 : Financial Services Authority Regulation Number 42/POJK.04/2020 concerning
Affiliated Transactions and Conflict of Interest Transactions.
Company : PT Saraswanti Indoland Development Tbk (“SWID”)
PT SU : PT Saraswanti Utama
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INTRODUCTION
This Disclosure of Information is made in connection with the transaction of receiving loan funds directly from
PT SU to the Company, which has become effective on May, 4 2026. This transaction constitutes an Affiliated
Transaction as regulated under POJK 42/2020.
To avoid any doubt, after careful examination and supported by the fairness of the transaction, in relation to the
fulfillment of POJK 42/2020, hereby:
a. the Board of Directors and the Board of Commissioners declare that this loan transaction constitutes an
Affiliated Transaction that does not contain a Conflict of Interest;
b. the Board of Directors and the Board of Commissioners declare that all material information has been
disclosed in this Disclosure of Information and that such information is not misleading; and
c. the Board of Directors of the Company declare that this Affiliated Transaction has undergone adequate
procedures and ensures that the Affiliated Transaction is carried out in accordance with generally
accepted business practices.
In connection with the matters as mentioned above, the Board of Directors of the Company announces this
Disclosure of Information to comply with the provisions of POJK 42/2020.
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DESCRIPTION OF THE AFFILIATED
TRANSACTION
I. TRANSACTION DATE
The transaction was carried out on Monday, May 4, 2026.
II. TRANSACTION OBJECT
The object of the transaction is the receipt of loan funds obtained directly from an affiliated party.
III. TRANSACTION VALUE
Based on the Loan Agreement No. 001/SWID/V/2026 signed on May 4, 2026 between the Company and
PT Saraswanti Utama, the value of this affiliated transaction amounts to Rp20,000,000,000 (Twenty Billion
Rupiah).
IV. PARTIES CONDUCTING THE AFFILIATED TRANSACTION
The parties conducting the affiliated transaction are the Company and PT Saraswanti Utama. The following
is a brief description of the Company and PT Saraswanti Utama.
Company
Brief History
The Company is a property developer that has been operating since 2010. The Company is a subsidiary of
the Saraswanti Group or PT SU, focusing on property development, particularly high-rise buildings, which
include apartments, condotels, and convention facilities (convention halls).
The Company was established under the name PT Saraswanti Indoland Development based on Deed of
Establishment No. 01 dated August 2, 2010, drawn up before Ismaryani, S.H., M.Kn. in Sidoarjo Regency,
which has been approved by the Minister of Justice of the Republic of Indonesia based on Decree No. AHU-
41610.AH.01.01 dated August 24, 2010.
Since its establishment, the Articles of Association have been amended several times, including when the
Company conducted its Initial Public Offering in 2022, as stated in the Statement of Shareholders
Resolutions No. 15 dated February 24, 2022, which has obtained the Receipt of Notification of Amendment
to Articles of Association No. AHU-AH.01.03.-0125744 dated February 24, 2022 and the Notification Letter
of Changes in Company Data No. AHU-AH.01.03-0125752 dated February 24, 2022. Most recently, the
Company’s Articles of Association have been amended as set forth in the Deed of Statement of Resolutions
of the Annual General Meeting of Shareholders of the Company, drawn up before Notary Lucky Suryo
Wicaksono, S.H., M.Kn., M.H. in Sleman Regency, dated July 3, 2025 No. 03, and has obtained the Receipt
of Notification of Changes in Company Data dated June 16, 2025 No. AHU-AH.01.09.0298857.
Capital Structure and Shareholding Composition
Par Value Rp20/share
Description
Number of Shares Total Nominal (Rp) Percentage (%)
Authorized Capital 20,180,000,000 403,600,000,000
Issued and Fully Paid
Capital:
1. PT Saraswanti Utama 3,420,338,983 68,406,779,660 63.52%
2. Bogat Agus Riyono 855,084,746 17,101,694,920 15.88%
3. Public 1,109,595,472 22,191,909,440 20.6%
Total Issued and Fully Paid
5,395,019,201 107,700,384,020 100%
Capital
Shares in Treasury
14,794,980,799 295,899,615,980
(Portfolio)
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Management and Supervision
The composition of the Board of Directors and the Board of Commissioners of the Company is most recently
based on Deed No. 03 dated 3 July 2025, drawn up before Notary Lucky Suryo Wicaksono, S.H., M.Kn.,
M.H., a Notary in Surabaya, and has obtained the Receipt of Notification of Changes in Company Data from
the Ministry of Law and Human Rights of the Republic of Indonesia dated 16 June 2025 No. AHU-
AH.01.09.0298857, as follows:
Board of Commissioners
President Commissioner : Noegroho Hari Hardono
Commissioner : Ir. Yahya Taufik
Independent Commissioner : Roossusetyo
Board of Directors
President Director : Bogat Agus Riyono
Director : Gentina Ratna Octanti
Director : Samsul Hadi
Director : Muhammad Alfian Ramadhan
PT Saraswanti Utama
Brief History
The Company was established under the name PT Saraswanti Utama based on Deed of Establishment No.
22 dated January 17, 2013, drawn up before Ismaryani, S.H., M.Kn. in Sidoarjo Regency, which has been
approved by the Minister of Law and Human Rights of the Republic of Indonesia based on Decree No.
AHU-07137.AH.01.01 dated February 19, 2013.
Since its establishment, the Articles of Association have been amended several times. Most recently, the
Company’s Articles of Association have been amended as set forth in the Minutes of the General Meeting
of Shareholders, drawn up before Notary Mudjiharto, S.H., M.Kn. in Surabaya, dated January 29, 2025 No.
07, and has obtained the Receipt of Decision of the Minister of Law and Human Rights of the Republic of
Indonesia based on Decree No. AHU-0004842.AH.01.02.
Capital Structure and Shareholding Composition
Par Value Rp50,000/share
Description
Number of Shares Total Nominal (Rp) Percentage (%)
Authorized Capital 1,000,000,000,000 20,000,000
Issued and Fully Paid
Capital:
1. Noegroho Hari 133,522,500,000 2,670,450 46.85%
Hardono
2. Ir. Yahya Taufik 73,387,500,000 1,467,750 25.75%
3. Andreas Adhi 35,340,000,000 706,800 12.40%
Harsanto
4. Agnes 42,750,000,000 855,000 15%
Martaulina Dwi
Saraswanti
Haloho
Total Issued and Fully 285,000,000,000 5,700 100%
Paid Capital
Shares in Treasury 715,000,000,000 14,300,000
(Portfolio)
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Management and Supervision
The composition of the Board of Directors and the Board of Commissioners of the Company is most recently
based on Deed No. 07 dated January 29, 2026, drawn up before Notary Mudjiharto, S.H., M.Kn., a Notary
in Surabaya, and has obtained the Receipt of Notification of Changes in Company Data from the Ministry
of Law and Human Rights of the Republic of Indonesia dated January 29, 2026 No. AHU-
0004842.AH.01.02, as follows:
Board of Commissioners
President Commissioners : Drs. Edison D. Haloho
Commissioner I : Agnes Martaulina Dwi Saraswanti H
Commissioner II : Annie Susilowati
Commissioner III : Wardiyono
Board of Directors
President Director : Noegroho Hari Hardono
Director I : Ir. Yahya Taufik
Director II : Andreas Adhi Harsanto
Director III : Samsul Hadi
V. NATURE OF AFFILIATED RELATIONSHIP
The Company, as the recipient of the loan, is a subsidiary of PT SU. PT SU is also the Company’s major
shareholder with an ownership percentage of 63.52%.
Based on the relationship described above, in accordance with POJK 42/2020 Article 1 letter f: relationship
between a Company and its major shareholder.
This Affiliated Transaction is not required to use an Appraiser to determine the fair value of the object of the
Affiliated Transaction and/or the fairness of the transaction as it constitutes a business activity carried out in
generating operating revenue and is conducted on a routine, recurring, and/or continuous basis as referred
to in POJK 42/2020 Article 8.
VI. DESCRIPTION, CONSIDERATIONS, AND REASONS FOR THE AFFILIATED TRANSACTION
In order to meet funding needs to support business activities, one of the Company’s strategies is to obtain
loans from affiliates. Such loans are used to support the Company’s operations, including but not limited to
financing operational activities, project development, and fulfilling working capital requirements.
The Company requires immediate bridging financing from shareholders to carry out the Company’s
project development in the near term. This funding is intended to support the acceleration of the
construction of The Royal Alana Yogyakarta Hotel, which is expected to generate recurring income in the
future, thereby providing better assurance of the Company’s business sustainability.
Considering that customer advances received by the Company are collected in stages and the process of
credit disbursement and/or addition of working capital facilities from banks requires a considerable
amount of time, immediate bridging financing from shareholders is necessary to promptly proceed with
the Company’s project development.
The bridging financing from shareholders bears an interest rate of 7% per annum. This interest cost is
considered lower than the banking interest rate of 8%. The Company believes that such funding provides
optimal economic benefits compared to alternative sources of financing. In its implementation, the
Company continues to observe the arm’s length principle and ensures that the transaction does not harm
the Company or its minority shareholders.
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ADDITIONAL INFORMATION
Shareholders of the Company who require more detailed information regarding this Disclosure of Information are
encouraged to contact us during the Company’s business days and working hours at:
PT Saraswanti Indoland Development Tbk
Jl. Palagan Tentara Pelajar KM 7, Sleman, Daerah Istimewa Yogyakarta
E-mail: corsec.swid@saraswanti.com
Website: saraswantiproperty.com
Main Business Activities:
Star-rated hotel, real estate development owned, leased or sold, venue rental for MICE activities and special
events
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Names mentioned 22 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1
unresolved
org
PT SU
p.1 ×5
unresolved
org
PT Saraswanti Utama. Company Brief History
p.3
unresolved
person
Ismaryani
p.3 ×2
unresolved
org
Minister of Justice
p.3
unresolved
person
Notary Lucky Suryo Wicaksono
· Notaris
p.3 ×2
unresolved
org
Ministry of Law and Human Rights
p.4
unresolved
person
Ir. Yahya Taufik Independent
p.4
unresolved
org
PT Saraswanti Utama Brief History
p.4
unresolved
org
Minister of Law and Human Rights
p.4 ×2
unresolved
person
Notary Mudjiharto
· Notaris
p.4 ×2
unresolved
person
Drs. Edison D. Haloho Commissioner I
p.5
unresolved
person
Ir. Yahya Taufik Director II
p.5 ×4
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12 Sep 2026 22:29
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