DISCLOSURE OF INFORMATION TO THE SHAREHOLDERS IN RELATION TO AFFILIATED TRANSACTION BY PT. AKR CORPORINDO, Tbk ( COMPANY )

Transcription

1 DISCLOSURE OF INFORMATION TO THE SHAREHOLDERS IN RELATION TO AFFILIATED TRANSACTION BY PT. AKR CORPORINDO, Tbk ( COMPANY ) Disclosure of Information is made in terms of complying with provisions of the Financial Service Authority ( OJK ) as set forth in Schedule No. IX.E.1 to the Decree of the Chairman of Bapepam-LK No. KEP- 412/BL/2009, dated 25 November 2009, on Affiliated Transactions and Conflict of Interest in Certain Transactions and OJK Regulation No. 31/POJK.04/2015 on Disclosure of Material Information or Facts by the Issuer or Public Company in connection with the proposed acquisition of asset in the form of an office space named Gallery West Office Tower, located on Jl. Panjang No.5 Kebon Jeruk, Jakarta Barat, owned by PT. AKR Land Development by the Company. PT. AKR CORPORINDO, Tbk. Domiciled in West Jakarta, Indonesia Main Business Activities: Trading and Distribution of Petroleum and Basic Chemical Materials, Logistics Services Provider (Loading and Discharge, Lease of Tanks and Warehouses as well as Transportation) and Port Operator as well as Manufacturer Head Office: Wisma AKR 8th Floor Jl. Panjang No. 5 Kebon Jeruk Jakarta Barat 11530, Indonesia Telp Fax corporate.secretary@akr.co.id harryati.utami@akr.co.id website: Jakarta, 15 March 2016 Directors of the Company THE BORAD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY, EITHER SEVERALLY OR JOINTLY, ARE FULLY RESPONSIBLE FOR THE ACCURACY AND COMPLETENESS OF MATERIAL INFORMATION OR FACTS AS CONTAINED IN THIS DISCLOSURE OF INFORMATION, AND UPON MAKING REASONABLE ENQUIRIES, CONFIRM THAT, TO THE BEST OF THEIR KNOWLEDGE AND BELIEF, THE INFORMATION CONTAINED HEREIN IS ACCURATE AND NO MATERIAL AND RELEVANT FACTS AND INFORMATION THAT ARE NOT DISCLOSED OR WERE REMOVED FROM THIS DISCLOSURE OF INFORMATION WHICH COULD CAUSE THE INFORMATION PROVIDED IN THIS DISCLOSURE NOT TO BE TRUE AND/OR MISLEADING 1

2 DEFINITIONS AKRLand : PT AKR Land Development, a limited liability company duly incorporated under and subject to laws of the Republic of Indonesia and domiciled in West Jakarta. Bapepam-LK : Capital Market and Financial Institutions Supervisory Agency as referred to in Decree of the Minister of Finance of the Republic of Indonesia No. 184/PMK.01/2010 dated 11 October 2010 on Organization and Working Procedures of the Capital Market and Financial Institutions Supervisory Agency, formerly known as Capital Market Supervisory Agency as referred to in Article 3 paragraph (1) of Law No. 8 of 1995 on Capital Market. Director : Members of the Board of Directors of the Company who are currently serving as Director when this Disclosure of Information is announced. Gallery West Office Tower : Commercial strata consisting of hotel, office and other facilities located on Jl. Panjang No.5 Kebon Jeruk, Jakarta Barat, Indonesia. Disclosure of Information : Information as contained in this Disclosure of Information. Commissioner : Members of the Board of Commissioners of the Company who are currently serving as Commissioner when this Disclosure of Information is announced. Company s Financial Statements : Consolidated Financial Statements of the Company and its subsidiaries for a period ending on 31 December 2015 audited by Public Accountant Purwantono, Sungkoro & Surja. MAPPI : Abbreviation of Masyarakat Profesi Penilai Indonesia (Indonesian Society of Appraisers), an independent, non-profit and nonpolitical organization of Indonesian appraisers having its root on Pancasila, its constitutional basis on the 1945 Constitution, its formal bases on other laws and regulations which are directly and indirectly related to the Appraisers as well as its operational bases on Resolutions of the National Conference. Menkumham : Minister of Law and Human Rights of the Republic of Indonesia. OJK : Financial Service Authority as referred to in Law No. 21 of 2011 on Financial Service Authority ( OJK Law ), which duties and powers shall be to regulate and supervise the financial service activities on banking, capital market, insurance, pension fund, financing institution and other financial institutions, which effective as of 31 December 2012 substitutes and accepts the rights and obligations of performing the regulatory and supervisory functions from Bapepam and/or Bapepam-LK in accordance with the provision in Article 55 of OJK Law. Regulation No. VIII.C.3 : Bapepam-LK Regulation No. VIII.C.3, Schedule to Decree of the Chairman of Bapepam-LK No. KEP-196/BL/2012, dated 19 April 2012 on Guidelines for Valuation and Presentation of Business Valuation Report in Capital Market. Regulation No. IX.E.1 : Bapepam-LK Regulation No. IX.E.1 on Affiliated Transactions and Conflict of Interest in Certain Transactions, Schedule to Decree of the Chairman of Bapepam-LK No. Kep-412/BL/2009 dated 25 November Regulation No. IX.E.2 : Bapepam-LK Regulation No. IX.E.2 on Material Transactions and Change of Main Business Activities, Schedule to Decree of the 2

3 Chairman of Bapepam-LK No. Kep-614/BL/2011 dated 28 November OJK Regulation No. 31 : OJK Regulation No. 31/POJK.04/2015 on Disclosure of Material Information or Facts by Issuer or Public Company. Company : PT. AKR Corporindo, Tbk, a limited liability company duly established under the laws of the Republic of Indonesia and domiciled in West Jakarta. Gallery West Office Tower CSPA : 7 (seven) Conditional Sale and Purchase Agreements of Commercial Strata Unit (Office) of Gallery West Office Tower, all of which are signed on 14 March 2016, made in private, duly stamped, by and between the Company and AKRLand, comprising of: i. No.00036/PPJB/GW-OFC/III/16 for Gallery West Office Tower 25 th floor, Unit 25 A, B, C, D, E, F, G, H, I, with a total nett area of 1,277.2 m2; ii. No.00037/PPJB/GW-OFC/III/16 for Gallery West Office Tower 26 th floor, Unit 26 A, B, C, D, E, F, G, H, I, with a total nett area of 1,277.2 m2; iii. No.00038/PPJB/GW-OFC/III/16 for Gallery West Office Tower 27 th floor, Unit 27 A, B, C, D, E, F, G, H, I, with a total nett area of 1,277.2 m2; iv. No.00039/PPJB/GW-OFC/III/16 for Gallery West Office Tower 28 th floor, Unit 28 A, B, C, D, E, F, G, H, I, with a total nett area of 1,277.2 m2; v. No.00040/PPJB/GW-OFC/III/16 for Gallery West Office Tower 29 th floor, Unit 29 A, B, C, D, E, F, G, H, I, with a total nett area of 1,277.2 m2; vi. vii. No.00041/PPJB/GW-OFC/III/16 for Gallery West Office Tower 30 th floor, Unit 30 A, B, C, D, E, F, G, H, I, with a total nett area of 1,277.2 m2; and No.00042/PPJB/GW-OFC/III/16 for Gallery West Office Tower 31 st floor, Unit 31 A, B, C with a total area of 1,277.2 m2. Adjusted Financial Projection : Financial projection of the Company having been adjusted by TRUSCEL so as to reflect the fairness of its financial projection. Office Space : 57 units of office space of Commercial Strata Unit (Office) named Gallery West Office Tower, located on Jl. Panjang No. 5, Kebon Jeruk, owned by AKRLand, with details as stated in the respective Schedule to Gallery West Office Tower CSPA. Proposed Transaction : Company s plan to purchase the office space owned by AKRLand in accordance with the terms and conditions as set forth in Gallery West Office Tower CSPA. SPI : Abbreviation of Standar Penilaian Indonesia (Indonesian Valuation Standards), i.e. guidelines for valuation practice to appraisers effective as of 2013 in Indonesia, the preparation of which refers to the International Valuation Standards of 2011 issued by the International Valuation Standard Council on July 2011 and having its root on the principle base as well as having its platform to include property and business valuation. Affiliated Transaction : Affiliated Transaction carried out by the Company or Controlled Company with an Affiliate of any Company or an Affiliate of the member of Directors, Commissioners or principal shareholder of the Company as referred to in Section 1 item d of Regulation No. IX.E.1. 3

4 TRUSCEL : KJPP RAO, YUHAL & rekan (affiliated with foreign public appraiser (KJPP) of Truscel Capital LLP Singapore), having obtained its business license No from the Minister of Finance by virtue of Decree of the Minister of Finance No. 1133/KM.1/2011 dated 14 October 2011 and duly registered under the name of KJPP RAO, YUHAL & rekan as a capital market supporting professional pursuant to letter of Bapepam-LK (presently known as Financial Service Authority) No /BL/2011 dated 27 October 2011 with Certificate of Registration of Capital Market Supporting Professional from Bapepam-LK No. 12/BL/STTD-P/B/2011 dated 31 March Company Law : Law No. 40 of 2007 on Limited Liability Company. I. INTRODUCTION Information as stated in the Disclosure of Information is made in order to meet the obligations of the Company to announce disclosure of information on Affiliated Transactions made by the Company in connection with the purchase of office space owned by AKRLand which constitutes the Affiliated Transaction as set forth in Regulation No. IX.E.1 due to the Company and AKRLand have an affiliate relation that is either: (a) the relation between the Company and the AKRLand which both are controlled by PT Arthakencana Rayatama; (B) the relation of the same directors and commissioners which is Soegiarto Adikoesoemo, Haryanto Adikoesoemo and Nery Polim as more detailed in section II item D Information on the Proposed Transaction. The Company is engaged in the distribution of petroleum products (fuel) into industry and retail, distribution and trading of chemicals (such as caustic soda, sodium sulfate, PVC resins and soda ash) used by various industries in Indonesia in accordance with the agreement distribution with foreign and local manufacturers, warehouses, storage tanks, transportation vehicles, both land and sea as well as other logistics services. During the course of its operations, the Company is domiciled at Wisma AKR 8th floor, Jl. Panjang No. 5 Kebon Jeruk, Jakarta Barat, which is leased from AKRLand. With the increase in business activity, number of employees, the number of subsidiaries of the Company and the expansion of business segments, the Company will need to accommodate more employees and space for meetings or conferences, so the company requires additional office space. AKRLand is currently constructing a new tower at the same location at Wisma AKR at Jl. Panjang No. 5, Kebon Jeruk, Jakarta Barat, named Gallery West Office Tower. Gallery West Office Tower sold with strata title ownership. Gallery West Office Tower is one part of the Gallery West project developed by AKRLand, which is in a strategic location and free from the zone restrictions on cars in Jakarta 3 in 1 zone, in addition, the Gallery West region also has the convenience of direct access to the toll road. Considering the facilities offered by AKRLand is competitive, the Company intends to purchase office space in Gallery West Office Tower through the implementation of the Proposed Transaction, which is the plan to purchase Office Space from AKRLand pursuant to Gallery West Office Tower CSPA. Furthermore, the Board of Directors stated that the Proposed Transaction is not a material transaction as defined in Regulation No. IX.E.2. This is because the Proposed Transaction does not exceed 20% (twenty percent) of the total equity value of the Company and the subsidiaries of the Company based on the Company s Financial Statements. II. INFORMATION ON PROPOSED TRANSACTION A. Background and Reasons for Proposed Transaction The Company is engaged in the distribution of petroleum products (fuel) into industry and retail, distribution and trading of chemicals (such as caustic soda, sodium sulfate, PVC resins and soda ash) used by various industries in Indonesia in accordance with the agreement distribution with foreign and local manufacturers, warehouses, storage tanks, transportation vehicles, both land and sea as well as other logistic services. During the course of its operations, the Company is domiciled at Wisma AKR 8th floor, Jl. Panjang No. 5, Kebon Jeruk, Jakarta Barat, which is leased from AKRLand. With the increase in business activity, number of employees, the number of subsidiaries of the Company and the expansion of business segments, the Company will need to accommodate more 4

5 employees and space for meetings or conferences, so the company requires additional office space. AKRLand is currently building a new tower at the same location at Wisma AKR at Jl. Panjang No. 5, Kebon Jeruk, Jakarta Barat, named Gallery West Office Tower. Gallery West Office Tower sold with strata title ownership. Gallery West Office Tower is one part of the Gallery West project developed by AKRLand, which is in a strategic location and free from the zone restrictions on cars in Jakarta 3 in 1 zone, in addition, the Gallery West region also has the convenience of direct access to the toll road. Considering the facilities offered by AKRLand is competitive, the Company intends to purchase office space in Gallery West Office Tower through the implementation of the Proposed Transaction, which is the plan to purchase Office Space from AKRLand pursuant to Office Space Gallery West Office Tower CSPA. B. Brief Description on Gallery West Office Tower CSPA Within the framework of the implementation of the Proposed Transaction, the Company and AKRLand have signed Gallery West Office Tower CSPA on 14 March 2016, which contains the basic provisions in connection with the purchase of Gallery West Office Tower. Below is a summary of certain provisions in Gallery West Office Tower CSPA with respect to the Proposed Transaction, as follows: Parties : Company (as the purchaser of Gallery West Office Tower Unit) and AKRLand (as the seller of Gallery West Office Tower Unit). Object of the Agreement Utilization of Gallery West Office Tower : AKRLand convenants and binds itself to sell and deliver Gallery West Office Tower Unit to and to be owned by the Company and the Company binds itself to purchase and accept the delivery of Gallery West Office Tower Unit from the Company which also includes mutual rights and land together according to the terms the terms and conditions in the Gallery West Office Tower CSPA. That the total unit Gallery West Office Tower Company to be purchased are 57 units of office space in detail as contained in the respective Appendix of Gallery West Office Tower CSPA is as follows: i. No.00036/PPJB/GW-OFC/III/16 for Gallery West Office Tower 25 th floor, Unit 25 A, B, C, D, E, F, G, H, I, with a total nett area of 1,277.2 m2; ii. No.00037/PPJB/GW-OFC/III/16 for Gallery West Office Tower 26 th floor, Unit 26 A, B, C, D, E, F, G, H, I, with a total nett area of 1,277.2 m2; iii. No.00038/PPJB/GW-OFC/III/16 for Gallery West Office Tower 27 th floor, Unit 27 A, B, C, D, E, F, G, H, I, with a total nett area of 1,277.2 m2; iv. No.00039/PPJB/GW-OFC/III/16 for Gallery West Office Tower 28 th floor, Unit 28 A, B, C, D, E, F, G, H, I, with a total nett area of 1,277.2 m2; v. No.00040/PPJB/GW-OFC/III/16 for Gallery West Office Tower 29 th floor, Unit 29 A, B, C, D, E, F, G, H, I, with a total nett area of 1,277.2 m2; vi. vii. No.00041/PPJB/GW-OFC/III/16 for Gallery West Office Tower 30 th floor, Unit 30 A, B, C, D, E, F, G, H, I, with a total nett area of 1,277.2 m2; dan No.00042/PPJB/GW-OFC/III/16 for Gallery West Office Tower 31 st floor, Unit 31 A, B, C with a total nett area of 1,277.2 m2. : Gallery West Office Tower Unit is only allowed for office activities and not for other activities, and/or for residential. 5

6 Total Purchase Price of All Units Completion Construction of : Rp333,630,880,000 (three hundred thirty-three billion, six hundred and thirty million eight hundred eighty thousand Rupiah), inclusive of Value Added Tax (VAT 10%), building permits parent (Parent IMB), the water network in all floors, telephone line in the unit, the cost of maintenance and descriptions fractional certificates on behalf of the developer, the binding sale and purchase agreement (SPA) unnotariel. : AKRLand convenants and binds itself to complete construction Gallery West Office Tower no later than the month of June Referred to the completion of construction is technically has completed its construction, are in good condition as well as certificates of Eligible Functions of the Governor has requested/processed. Physical Delivery : AKRLand shall deliver Gallery West Office Tower Unit to the Company no later than 180 calendar days from the date of completion of the construction with the provisions of the Company has settled all obligations/entire purchase price, but not limited to penalties if any. No later than 7 calendar days prior to physical delivery is done, AKRLand obliged to notify in writing to the Company that the Gallery West Office Tower Unit ready to be delivered and the Company s obligation to accept the delivery in accordance with the time specified and shall sign the minutes of delivery on Gallery West Office Tower Unit, and if within 14 days from the date of notification of AKRLand to the Company, the Company for any reason does not carry out the signing of the minutes of the delivery, the Company is deemed to have agreed that the date of delivery that is listed in the notice referred to above by itself applies as the date of delivery and to authorize AKRLand to sign the minutes of delivery in question. Since the date of physical delivery, the Company may inhabit and enjoy the Gallery West Office Tower Unit, provided that any and all obligations under Gallery West Office Tower CSPA defined and enforced by AKRLand as a temporary governing body complied with/met by the Company. Execution of Deed of Sales and Purchase : AKRLand and the Company convenant and bind themselves to make and sign the Deed of Sale and Purchase of Gallery West Office Tower Unit ( AJB ) before Land Deed Official within a period of 14 calendar days from the invitation, after and all the following requirements are met: i. The Company has paid the CSPA and other fees and penalty (if any) are still in arrears; ii. The company has signed the minutes of delivery with AKRLand; iii. Certificate of ownership Gallery West Office Tower Units are listed on behalf of the First Party has been obtained; and iv. Payment of taxes in accordance with the tax laws and regulations. If the Company can not or has not signed the Sale and Purchase Agreements after being invited by AKRLand two (2) times in a row, then the Company shall be subject to a fine of Rp5,000,000.- (five million rupiah) per month as of the date invitation for signing AJB latter, and shall bear the difference in taxes that should be borne by AKRLand (if any). After signing AJB Gallery West Office Tower Unit before Land Deed Official, AKRLand completely over charge AKRLand will take care of title transfer of Certificate 6

7 Properties Gallery West Office Tower Unit for and on behalf of and for the benefit of the Company and Certificate Properties Gallery West Office Tower Units are listed on the name Company. Termination : In connection with termination, Gallery West Office Tower CSPA stipulated as follows: i. AKRLand have the right to decide Gallery West Office Tower CSPA, by written notice to the Company no later than 14 calendar days prior to such termination, if the Company has not also carry the obligation to pay penalties for late payment as stipulated in the Gallery West Office Tower CSPA. ii. The Company may unilaterally decide upon Gallery West Office Tower CSPA prior to physical delivery Gallery West Office Tower Unit, termination of which must be made within 14 calendar days prior to the point it was carried out, where there is no omission of AKRLand, the Company is subject to provisions, among others: (a) advance payment will be the right of AKRLand; (B) the entire amount paid by the Company to AKRLand will be owned by AKRLand irrevocably. Governing Law : Laws of the Republic of Indonesia Settlement Disputes of : Completion of deliberation, if it can not be resolved amicably each party agreed to settle in the Indonesian National Arbitration Board (BANI) Jakarta. C. Information on Parties in the Proposed Transaction The following is a brief description of the parties in the Proposed Transaction: (i) Company The Company, domiciled in West Jakarta, was established under Deed of Limited Liability Company PT Aneka Kimia Raya No. 46, November 28, 1977, as amended by Deed No. 26, April 12, 1978, both made by Sastra Kosasih, SH, notary in Surabaya, the deed which has obtained approval from the Minister of Justice of the Republic of Indonesia by Decree No. Y.A.5/151/7, dated 14 June 1978, and was registered in the register book at the Surabaya District Court Office, respectively under No. 277/1978 and No. 278/1978, dated 20 July 1978, and was published in the State Gazette of the Republic of Indonesia No. 101, dated 19 December 1978, Supplement No In 2004, the Company changed its original name from PT Aneka Kimia Raya Tbk to PT AKR Corporindo Tbk. The Company became a public company and listed its shares on the JSX and SSX on 3 October The Company s Articles of Association have been adjusted to Regulation of Bapepam- LK No. IX.J.1 on Principles of the Articles of Association of Companies Conducting Public Offering of Equity Securities and Public Companies based on the Deed of Annual General Meeting of Shareholders of the Company No. 1, dated 1 June 2009, made in the presence of Dr. Amrul Partomuan Pohan, SH, LL.M., Notary in Jakarta. These amendments have been notified to the Minister of Law and Human Rights ( Menkumham ) by (i) Receipt of Notification on Amendment to the Articles of Association No. AHU-AH , dated 12 June 2009 and was registered in the Register of Companies No. AHU AH Tahun 2009, dated 12 June 2009 and was published in the State Gazette of the Republic of Indonesia No. 56, dated 14 July 2009, Supplement No. 550 and (ii) Receipt of Notification on Amendment to the Articles of Association No. AHU- AH , dated 12 June 2009 ( Company s Articles of Association ). Articles of Association have also been adjusted to OJK Regulation No. 32/POJK.04/2014 on the Planning and Organizing a General Meeting of Shareholders for Open Companies, OJK Regulation No.33/POJK.04/2014 on Board of Directors and Board of Commissioners of Public Company, OJK Regulation No.34/POJK.04/2014 on the Nomination and Remuneration Committee of Public Company and Regulation of Bapepam-LK No. IX.J.1 7

8 on Principles of the Articles of Association of Companies Conducting Public Offering of Equity Securities and Public Companies based on the Deed of Amendment to Articles of Association No. 5 dated 5 May 2015, made before Aryanti Artisari, SH, M.Kn, where the deed has been recorded in the legal entity administration system of the Ministry of Law and Human Rights of the Republic of Indonesia based on Decree No. AHU-AH dated 4 June 2015, and was registered in the register of companies in accordance with Company Law No.AHU AH Tahun 2015 dated 4 June 2015 ( Deed No.5/2015 ). The latest amendment to the Articles of Association was made by Deed of Declaration of Shareholder Resolution on Amendment to the Articles of Association No. 48 dated 21 October 2015, drawn up before Aryanti Artisari, SH, M.Kn, Notary in South Jakarta, in connection with the approval of the increase in paid up capital/msop execution results of the Company placed by Rp931,766,100 (nine hundred thirty-one million seven hundred sixty-six thousand one hundred Rupiah) by issuing 9,317,661 shares with a nominal value of Rp100 (one hundred Rupiah) per share so that the total paid up capital/originally placed the Company increased by Rp393,971,257,400 (three hundred ninety-three billion nine hundred seventy-one million two hundred fifty-seven thousand four hundred Rupiah) to Rp394,903,023,500 (three hundred ninety-four billion nine hundred three million twentythree thousand five hundred Rupiah). The deed was accepted and recorded in the legal entity administration system of the Ministry of Law and Human Rights of the Republic of Indonesia based on Decree No. AHU-AH dated 22 October 2015, and was registered in the register of companies in accordance with Company Law No.AHU AH Tahun 2015 dated 22 October 2015 ( Deed No. 48/2015 ). Business Activities In accordance with Article 3 of the Articles of Association, the purpose and objective of the Company is to engage in industry, commerce, transportation, representation and/or agency, contractor (contractor) and services. For the intents and purposes, the Company is conducting business on the main and supporting activities of the Company include the following fields of industrial chemical products, general trading and distribution of mainly chemicals and fuel oil (BBM) and gas, transportation (including for own use and operate transportation well through land and sea, as well as the operation of the pipeline supporting ocean freight), rental of warehouses and tanks, including workshops, expeditions and packaging, running a business and act as representative and/or agency of other companies both at home and abroad, building contractors and other services except for services in the field of law. Capital Structure of the Company Based on the Deed No. 5/2015 in conjunction with Deed No. 48/2015, the Company s capital structure is as follows: Authorized Capital : Rp750,000,000,000 (seven hundred fifty billion Rupiah), divided into 7,500,000,000,000 (seven billion five hundred million) shares, with a nominal value of Rp100 (one hundred Rupiah); Issued Capital : Rp394,903,023,500 (three hundred ninety-four billion nine hundred three million twenty-three thousand five hundred Rupiah) divided into 3,949,030,235 (three billion nine hundred forty-nine million thirty thousand two hundred thirty-five) shares; and Paid Up Capital : Rp394,903,023,500 (three hundred ninety-four billion nine hundred three million twenty-three thousand five hundred Rupiah) or 100% (one hundred percent) of the nominal value of any shares issued in the Company. 8

9 Composition of Shareholders The Company s shareholders based on the Shareholder Register in February 2016 issued by PT Raya Saham Registra are as follows: No. Shareholder Quantity of Shares Total Nominal Value of Shares Rp100 Authorized Capital 7,500,000, ,000,000, PT Arthakencana 2,336,456, Rayatama 2. Soegiarto 9,241, Adikoesoemo 3. Haryanto Adikoesoemo 8,581, Jimmy Tandyo 5,400, Bambang Soetiono 6, Soedijanto 6. Suresh Vembu 89, Public 1,589,254, Total Issued & Paid Up Capital 3,949,030, ,903,023, Shares in Portfolio 3,550,969, ,096,976,500 Composition of Directors and Board of Commissioners Based on the Company s Deed No.3, dated 5 May 2015, made in the presence Aryanti Artisari, S.H, M.Kn, Notary in South Jakarta, the Board of Directors and Board of Commissioners is as follows: Board of Commissioners President Commissioner Soegiarto Adikoesoemo Commissioner Mahendra Siregar Independent Commissioner I Nyoman Mastra Directors President Director : Haryanto Adikoesoemo Director : Jimmy Tandyo Director : Bambang Soetiono Soedijanto Director : Meri Sofi Director : Suresh Vembu Director Nery Polim Independent Director Arief Budiman Utomo Director Termurti Tiban (Ter Murti Tiban) % (ii) AKRLand AKRLand is a limited liability company incorporated under the laws of the Republic of Indonesia, located in West Jakarta, which was established under the name PT Union Perkasa Wisesa under Deed of Limited Liability Company PT Union Perkasa Wisesa No.10, dated 4 May 1981, made before Misahardi Wilamarta, SH, Notary in Jakarta. These amendments have been approved by the Minister of Justice of the Republic of Indonesia based on Decree No.YA5/343/10 dated 27 June 1981, have been registered in the register book at the Jakarta District Court Office No.2646 dated 7 August 1981 and published in the State Gazette of the Republic of Indonesia No. 7, dated 25 January 1994, Supplement No. 490 ( Deed of Incorporation of AKRLand ). PT Union Perkasa changed its name into AKRLand by Deed of Extraordinary General Meeting of Shareholders of the Limited Liability Company PT Union Perkasa Wisesa No.01 dated 17 January 2008, made by Muliani, SH, Notary in Pandeglang, namely with respect to: (i) changes PT Union Perkasa Wisesa into AKRLand; and (ii) basic budget adjustments AKRLand with Company Law. This deed has been approved by Decision No.AHU Menkumham AH Tahun 2008 on 6 November 2008, registered in the Register of Companies in accordance with Company Law No.AHU AH Tahun 2008 November 6, 2008, and was published in the State 9

10 Gazette of the Republic of Indonesia No. 103, dated 24 December 2009, Supplement No AKRLand that the transfer to a capital investment company based Deed In Lieu Shareholders General Meeting of Shareholders AKRLand No.41, dated 2 June 2010, made before Eliwaty Tjitra SH, a Notary in West Jakarta, namely in connection with: (i) changes status to a corporation with facilities AKRLand Foreign Direct Investment (FDI); (ii) changes to article 3 of the articles of association AKRLand; and (iii) increase of authorized capital, issued and paid up capital of AKRLand from Rp80,000,000,000 (eighty billion Rupiah) to Rp Rp300,000,000,000 (three hundred billion Rupiah). The issued and paid-up from Rp46,001,000,000 (forty-six billion one million Rupiah) to Rp204,517,000,000 (two hundred four billion five hundred seventeen million Rupiah) taken by PT Brilliance Assets (Singapore) Pte.Ltd and PT Arthakencana Rayatama. This deed has been approved by Decree No. AHU Menkumham AH Tahun 2010 dated 10 August 2010, the Register of Companies in the list according to the AHU AH Tahun of Company Law 2010 dated 10 August 2010, and was published in the State Gazette of the Republic of Indonesia No. 71, September 6, 2011, Supplement No ( Deed No.41/2010 ). AKRLand amended Articles of Association of the last time based on the Deed of Shareholders AKRLand 76 dated 28 January 2014, made before Ardi Kristiar, SH, MBA, who has been appointed as a replacement for Yulia, SH, Notary in South Jakarta, which is associated with an increased issued and paid-up in the original AKRLand 403,717,000 (four hundred three million seven hundred seventeen thousand) shares with a nominal value Rp403,717,000,000 (four hundred three billion seven hundred seventeen million Rupiah) to as many as 453,337,000 (four hundred fifty-three million three hundred thirtyseven thousand) shares with a nominal value of Rp453,337,000,000 (four hundred fiftythree billion three hundred thirty-seven million Rupiah) is entirely subscribed by PT Arthakencana Rayatama. Deed which has been stored in the legal entity administration system of the Ministry of Law and Human Rights of the Republic of Indonesia by Decree No. AHU-AH dated 25 February 2014, and was registered in the register of companies in accordance with Company Law No.AHU AH Tahun 2014 dated 25 February 2014 ( Deed No. 76/2014 ). Business Activities In accordance with Article 3 of the Articles of Association AKRLand, goals and objectives AKRLand is to engage in the construction and services, which in order to achieve its goals and objectives AKRLand conducting business buying, selling, leasing and operation of real estate either self-owned or rented such buildings offices, apartment buildings, residential buildings and non-residential buildings, including the development and sale of land and cemeteries, the operation of apartments, hotels and residential areas usually removable. Capital Structure of AKRLand Based on Deed No.41/2010 in conjunction with Act 76/2014, AKRLand capital structure is as follows: Authorized Capital : Rp500,000,000,000 (five hundred billion Rupiah), divided into 500,000,000 (five hundred million) shares, with a nominal value of 1,000 (one thousand Rupiah); Issued Capital : Rp453,337,000,000 (four hundred fifty-three billion three hundred thirty-seven million Rupiah) divided into 453,337,000 (four hundred fifty-three million three hundred thirty-seven thousand) shares; and Paid Up Capital : Rp453,337,000,000 (four hundred fifty-three billion three hundred thirty-seven million Rupiah) or 100% (one hundred percent) of the nominal value of each share has been placed in AKRLand. 10

11 Composition of Shareholders of AKRLand Based on Deed No.41/2010 in conjunction with Act 76/2014, shareholders AKRLand are as follows: No. Shareholder Quantity of Total Nominal Value Shares of Shares Rp1,000 % Authorized Capital 500,000, ,000,000, Brilliance Asset (Singapore) Pte.Ltd 138,507, PT Arthakencana Rayatama 314,820, Haryanto Adikoesoemo 10, Total Issued & Paid Up Capital 453,337, ,337,000, Shares in Portfolio 46,663,000 46,663,000,000 Composition of Directors and Board of Commissioners of AKRLand Based on the Deed of Shareholders AKRLand 49 dated 22 February 2016, made before Ardi Kristiar, SH, MBA appointed in lieu of Yulia, SH, Notary in South Jakarta, the Board of Directors and Board of Commissioners AKRLand are as follows: Board of Commissioners President Commissioner Soegiarto Adikoesoemo Commissioner Rudi Harsana Commissioner Nery Polim Commissioner Sinyo Harry Sarundajang Directors President Director Director Director Haryanto Adikoesoemo Widijanto Gunawan Perajogo D. RELATIONSHIP AND NATURE OF RELATION WITH AFFILIATE AKRLand between the Company and an affiliate relation exists in the form of (a) the relation of share ownership; and (b) the relation of management. The relation of share ownership occurs because the Company and AKRLand are controlled by the same party, namely PT Arthakencana Rayatama, namely the ownership of the following descriptions: - PT Arthakencana Rayatama is the holder of 2,336,456,120 shares in the Company with a nominal value of Rp100 (one hundred Rupiah) or Rp233,645,612,000 (two hundred thirty-three billion six hundred forty-five million six hundred twelve thousand Rupiah) being 59.17% of issued and paid-up capital of the Company. - PT Arthakencana Rayatama is the holder of 314,820,000 shares in the Company with a nominal value of Rp1,000 (one thousand Rupiah) or Rp314,820,000,000 (three hundred fourteen billion eight hundred twenty million Rupiah) being % of the issued and paid up AKRLand. While the relation of management occurs because there are similarities on the management and supervisory board of the Company and AKRLand which are as follows: No. Name Position in the Position in AKRLand Company 1. Soegiarto President Commissioner President Commissioner Adikoesoemo 2. Haryanto President Director President Director Adikoesoemo 3. Nery Polim Director Commissioner 11

12 Following is the Proposed Transaction chart: Membeli ruangan kantor "Gallery West" Office Tower PT AKR Corporindo Tbk ("Perseroan") Menjual ruangan kantor "Gallery West" Office Tower PT AKR Land Development ("AKRLand") III. INDEPENDENT PARTIES APPOINTED BY THE COMPANY The parties involved in a transaction independent affiliates and has been appointed by the Company are: a. Makes & Partners Law Firm as the Legal Consultant appointed by the Company. b. Public Accountants Purwantono, Sungkoro & Surja performing audit on Consolidated Financial Statements of the Company per 31 December c. Public Appraisers RAO, YUHAL & Rekan as the Independent Appraiser providing Unqualified Opinion for the purchase of Gallery West Office Tower Unit. IV. SUMMARY OPINION OF THE INDEPENDENT APPRAISER KJPP RAO, YUHAL & associates (affiliated with foreign KJPP Truscel Capital LLP Singapore) which has received a business license from the Ministry of Finance No by the Minister of Finance No. 1133/KM.1/2011 dated 14 October 2011 and registered under the name KJPP RAO, YUHAL and colleagues as a professional capital market supporting by virtue of Bapepam-LK (currently named OJK) No.11653/BL/2011 dated 27 October 2011 Letter Signs of Capital Market Supporting Professional Certificate of Bapepam - LK No. 12/BL/STTD-P/B/2011 dated 31 March 2011, hereinafter referred to as Truscel, as the Independent Appraisal has been requested by the Company as an independent appraiser in accordance with the letter of assignment No. 06/SP- BIS/II/16 dated 25 February Here is a summary of the report as stated in the Independent Appraisal Fairness Assessment Report Purchase Plan room Office of PT AKR Land Development No. RAO, YUHAL-B-QZ/III/16 dated 14 March 2016: 1. INTRODUCTION Definition of Proposed Transaction Transaction Purchase Plan is a plan of AKRLand based Office Space PPJB Unit Non Residential Housing Unit (office) between the Company and AKRLand No /SPA/GW-OFC/III/16, No /SPA/GW-OFC/III/16, No /SPA/GW-OFC/III/16, No /SPA/GW-OFC/III/16, No /SPA/GW-OFC/III/16, No /SPA/GW-OFC/III/16, No /SPA/GW-OFC/III/16, which are all signed on 14 March 2016, with a transaction value agreed overall amounted Rp333,630,880,000 (including VAT 10%) were categorized as affiliated transaction as defined in Regulation No, IX.E.1. Proposed Transaction is categorized as an affiliate deals, because there is an affiliate relationship that is either: (i) The relationship of share ownership; and (ii) Relationship management. However Proposed Transaction is not a conflict of interest transactions as defined in Regulation No. IX.E.1, considering the Proposed Transaction there is no difference between the economic interests of the Company and the personal economic interests of members of the Board of Directors, Commissioners and shareholders of the Company that can be detrimental to the Company because of the Proposed Transaction. Purpose of the Opinion The purpose of this fairness opinion report is to provide a fairness opinion on the Proposed Transaction. This fairness opinion report prepared only for the purposes of transactions in the capital market and can not be used for tax purposes or purposes that involves other agencies. Object of Transaction The object of this transaction is the signing of the SPA Unit Non Residential Housing Unit (office) between the Company and AKRLand No /SPA/GW-OFC/III/16, No /SPA/GW- OFC/III/16, No /SPA/GW-OFC/III/16, No /SPA/GW-OFC/III/16, No /SPA/GW- 12

13 OFC/III/16, No /SPA/GW-OFC/III/16, No /SPA/GW-OFC/III/16, which are all signed on March 14, Transaction Value The value of this transaction is in the form of the purchase cost of the office space consists of 6 (six) floor office space and 1 (one) floor penthouse, which is also used for office space, with a transaction value of the agreed overall amounted Rp333,630,880,000 (including 10% VAT). Significant Assumptions In preparation of the fairness opinion on the Proposed Transaction to declare that the Proposed Transaction has been implemented on an arm s length conditions within the limits of generally accepted commercial and does not harm the interests of the Company and the shareholders, Truscel using several assumptions, among others: 1. Truscel assume that from the date of issuance of the fairness opinion report this to the implementation of the Proposed Transaction, no changes in any material adverse effect on the Proposed Transaction; 2. This fairness opinion should be viewed as a single entity and that the use of part of the analysis and the information without considering the overall information and analysis may lead to a misleading view of the process underlying this opinion. The preparation of this opinion is a complex process and may not be done through analysis of incomplete; and 3. This fairness opinion also draws on the general conditions of financial, monetary, regulatory and market conditions that exist today. Limiting Conditions Our assignment was to issue a fairness opinion report has been carried out in accordance with the scope of our work. Keep in mind that the scope of our work includes the fairness of the transactions conducted by the Company in accordance with Regulation No. IX.E.1. The fairness opinion is based on the principle of the integrity of information and data. In preparing the Fairness Opinion, we base and based on information and data as given in which the Company s management based on the essence of fairness is true, complete and not misleading reliable. We did not perform an audit or compliance tests in detail on the explanation and data provided by management of the Company, whether oral or written, and thus we can not give a guarantee or is responsible for the correctness and completeness of such information or explanation. As a basis for us to do the analysis in preparing the Fairness Opinion on Proposed Transaction, we use the data as described in the section properties and Reliable Data Source consideration. Any change of the data of the above could affect our assessment results materially. Therefore, we can not accept responsibility for the possibility of differences in conclusions due to changes in the data. Fairness Opinion prepared simply by considering the viewpoint of the Company s shareholders and the principle of commercial considerations and did not consider the viewpoints of other stakeholders as well as other aspects. Fairness Opinion prepared taking into account the market and economic conditions, general conditions of business and finance, and government regulations on the date of this opinion was issued. This fairness opinion is only made to the Proposed Transaction as described above. We consider that there is no material change from the Proposed Transaction in accordance with the provision of information and agreements set forth in the Agreement with respect to the Proposed Transaction, and that the publication date of the Fairness Opinion report until the date of the Proposed Transaction, no changes that affect materially the asumsi- assumptions used in the Report of the Fairness opinion. We hereby declare that our assignment does not include analyzing transactions outside the Proposed Transaction that may be available to the Company as well as the effect of these transactions to the Proposed Transaction. We do not do research on the validity of the Proposed Transaction in terms of the legal and tax aspects of the implications of the Proposed Transaction. 13

14 Fairness Opinion on Proposed Transaction should be viewed as a single entity and the use of part of the analysis and the information without considering the overall information and analysis may lead to a misleading view. In accordance with Regulation No. IX.E.1, the Fairness Opinion on Proposed Transaction is valid for 6 (six) months from the date of the Fairness Opinion on Transaction Rate this Plan until the date of implementation of the Proposed Transaction. We are not responsible to reconfirm or supplement our opinion because of events occurring after the date of this Fairness Opinion. 2. APPROACH AND ASSESSMENT METHODOLOGY ON THE FAIRNESS OF PROPOSED TRANSACTION This fairness opinion report prepared in accordance with the SPI as defined by MAPPI, where the approach applied in accordance with the standards of a full assessment and Regulation No. VIII.C.3. In analyzing the fairness of the Proposed Transaction, we performed an analysis of the Proposed Transaction, qualitative analysis and quantitative analysis on Proposed Transaction. Analysis of the Proposed Transaction is done by identifying the relationship between the parties involved in the Proposed Transaction. This analysis was also carried out by analyzing the treaty agreed in the Proposed Transaction as well as evaluating the benefits and risks of the Proposed Transaction. Qualitative Analysis on the Proposed Transaction is based on our review of macro-economic and industrial properties where there will be translation of economic conditions in the world and in Indonesia as well as a review of the property industry. In addition, qualitative analysis will also explain the return of these reasons and background as well as gains and losses on the Proposed Transaction. Quantitative analysis on Proposed Transaction is done by analyzing the financial condition of the Company including the assessment of historical performance and analysis of financial ratios of the Company, cash flow analysis, analysis of common-size statements, analysis of financial projections of the Company, the analysis of pro forma financial statements of the Company before and after the implementation of the Proposed Transaction as well as incremental analysis on Proposed Transaction. Incremental Analysis on the Proposed Transaction Incremental analysis on Proposed Transaction conducted to determine the added value of the Company for the Proposed Transaction. The analysis is done by comparing the selling price of office space Gallery West Office Tower by the SPA has been agreed and signed between AKRLand by the Company, the selling price of office space Gallery West Office Tower imposed AKRLand to another buyer. We use the data selling price of office space that is charged to the Company by AKRLand based on data from the reservation list unit office tower Gallery West and data selling prices historically office charged to other buyers based on the data buyer office Gallery West both of which were provided by the Company s management, 14

15 The calculation of incremental value added can be seen in the following table: Calculation of Incremental Added Value (in Rupiah) Purchaser Area (M²) Selling Price (excl. PPN 10%) Price/ M² PT AKR Corporindo Tbk ("Perseroan") 212, Other Buyer 212, Inkremental Additional Value Based on industry analysis related review office buildings outside the CBD area which is in the process of construction, it can be seen that the Gallery West Office Tower has specifications comparable to 2 (two) office buildings within 6.5 km radius from the Gallery West Office in terms of ease of access to the freeway, and is surrounded by residential, shopping malls, schools, hospitals, hotels and others. So taking into account the sale price of 2 (two) office buildings within 6.5 km radius from the Gallery West Office of Rp33,000,000 per m² and Rp31,000,000 per m2 each, the sale price is subject to the Company for the planned purchase of office space in the Gallery West Office Tower with Rp29,000,000 price per m² by AKRLand is quite competitive. Based on the incremental value added calculation table above, it can be seen that the selling price of office space imposed on the Company amounted Rp29,000,000 per m² (excl. VAT), while the selling price of office space to another buyer is charged for Rp33,700,000 per m² (excl. VAT). Thus, the implementation of the Proposed Transaction, the Plan Purchase of Office Space AKRLand potentially providing incremental value added to the Company amounted to Rp4,700,000 per m² (Four Million Seven Hundred Thousand per Square Meter). 3. CONCLUSION In connection with the implementation of the Proposed Transaction, the conclusions of the analysis of the fairness of the Proposed Transaction are as follows. Proposed Transaction, the Plan Purchase of Office Space AKRLand based PPJB Unit Non Residential Housing Unit (office) between the Company and AKRLand No /SPA/GW- OFC/III/16, No /SPA/GW-OFC/III/16, No /SPA/GW-OFC/III/16, No /SPA/GW- OFC/III/16, No /SPA/GW-OFC/III/16, No /SPA/GW-OFC/III/16, No /SPA/GW- OFC/III/16, which are all signed on March 14, The purchase plan office space consists of 6 (six) floor office space and 1 (one) floor penthouse, which is also used for office space, with an agreed transaction value amounted Rp333,630,880,000 overall (including VAT 10%). Proposed Transaction is categorized as an affiliate deals, because there is an affiliate relationship that is either: (i) The relationship of share ownership; and (ii) Relationship management. Based on the analysis of the Proposed Transaction can be seen that the implementation of the Proposed Transaction provides benefits to the Company that the Company can accommodate and facilitate more employees and a meeting room or conference along with increased business activity, number of employees, the number of subsidiaries and the expansion of the Company s business segments. Besides the advantage over Proposed Transaction also allows the Company acquire office space located in strategic locations and free from restriction zones cars in Jakarta 3 in 1 zone, as well as having direct access to the freeway. Transaction Implementation Plan does not pose a risk to the Company and there are no losses obtained by the Company in the implementation of the Proposed Transaction. While based on a quantitative analysis on Proposed Transaction through incremental analysis, it can be seen that the implementation of the Proposed Transaction has the potential to provide incremental value added to the Company amounted to Rp4,700,000 per m² (Four Million Seven Hundred Thousand per Square Meter). 15

16 Taking into account the results of analyzes of fairness that has been done by Truscel, the Proposed Transaction which will be executed by the Company is Fair. V. STATEMENT OF THE BOARD OF COMMISSIONERS & DIRECTORS Board of Commissioners and Board of Directors are fully responsible for the correctness of all the information contained in this announcement and confirms that after examining the considerable, and all that is known and believed, all of the information contained in this announcement is true and there are no important and relevant information more that has not been disclosed, causing the information provided in this announcement to be incorrect and/or misleading. VI. ADDITIONAL INFORMATION If Shareholders requiring further information may contact the Company at the address: PT.AKR CORPORINDO,Tbk Wisma AKR Lantai 8 JL. Panjang No. 5 Kebon Jeruk Jakarta Barat 11530, Indonesia Telp Fax corporate.secretary@akr.co.id harryati.utami@akr.co.id website: Jakarta, 15 March 2016 Directors of the Company 16