Fairness Opinion on the Proposed Transaction to Acquire Pt Alliance Indonesia Per 31 Desember 2020

Graha STH Jl. Mandala Raya No. 20, Jakarta 11440 Tel : 021 – 563 7373 (Hunting) Fax : 021 – 563 6404 Email : [email protected] [email protected] Izin Usaha KJPP : No. 2.08.0007 Bidang Jasa : Penilaian Properti & Bisnis Wilayah Kerja : Indonesia

FAIRNESS OPINION ON THE PROPOSED TRANSACTION TO ACQUIRE PT ALLIANCE INDONESIA PER 31 DESEMBER 2020

Professional Services in Valuation and Financial Consultancy Graha STH Jl. Mandala Raya No. 20, Jakarta 11440 Tel : 021 – 563 7373 (Hunting) Fax : 021 – 563 6404 Email : [email protected] [email protected] Izin Usaha KJPP : No. 2.08.0007 Bidang Jasa : Penilaian Properti & Bisnis Jakarta, June 8th 2021 Wilayah Kerja : Indonesia

Directors, Commissioners and Shareholders PT MANDOM INDONESIA TBK Wisma 46 Kota BNI Suite 7.01, 7th Floor Jl. Jend. Sudirman Kav 1 Jakarta 10220

Dear Sirs,

Ref : File No. 00045/2.0007-00/BS/04/0027/1/VI/2021 Fairness Opinion on the Proposed Transaction to acquire PT Alliance Indonesia

In compliance with the agreement to our proposal No. STH-040/PR.013/SG/I/2021, we as a registered Public Valuation Firm based on Public Valuation Firm License No. 2.08.0007 and Public Valuer’s License No. PB-1.08.00027 from the Ministry of Finance of the Republic of Indonesia and the Registered Letter of Stock Exchange Supporting Profession No. STTD.PPB-38/PM.223/2019 from the Financial Services Authorities (Otoritas Jasa Keuangan), have conducted a revision on our fairness opinion report on the proposed transaction of PT Mandom Indonesia Tbk. to acquire the shares of PT Alliance Cosmetics with File No. 00042/2.0007- 00/BS/04/0027/1/V/2021, in relation to changes and or additional information on the proposed transaction of PT Mandom Indonesia Tbk. ("The Company") to acquire the shares of PT Alliance Cosmetics ("PTA").

Henceforth, the Proposed Transaction to acquire PT Alliance Indonesia will be referred to as Transaction.

GLOSSARY

ACGI : ACG International Sdn. Bhd.

ACS : Alliance Cosmetics Pte. Ltd.

Cut Off Date : 31 December 2020

Client Name : PT Mandom Indonesia Tbk

POJK 17 : Republic of Indonesia Financial Services Authority Regulation No. 17 / POJK.04 / 2020 dated April 20, 2020 regarding Material Transactions and Changes in Business Activities

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POJK 35 : Republic of Indonesia Financial Services Authority Regulation No. 35 / POJK.04 / 2020 dated April 20, 2020 regarding Valuation and Presentation of Business Valuation Reports in the Capital Market

POJK 42 : Republic of Indonesia Financial Services Authority Regulation No. 42 / POJK.04 / 2020 dated April 20, 2020 regarding Affiliated Party Transaction and Conflict of Interest Transaction

The Company : PT Mandom Indonesia Tbk

PTA : PT Alliance Cosmetics

Valuation Date : The date to be the basis of valuation is December 31st, 2020

Transaction : The Company's Proposed Transaction to acquire the shares of PTA

Circular Letter : Circular Letter according to the Republic of Indonesia Financial Services Authority Regulation No. 31/POJK.04/2015 dated December 16, 2015 regarding the disclosure of information or Material Facts by public companies

PURPOSE AND OBJECTIVE OF THE FAIRNESS OPINION

The purpose of this valuation is to provide a fairness opinion on the Transaction.

Based on the consolidated financial statement of The Company as of December 31, 2020 by Public Accounting Firm Imelda & Rekan and signed by Erny Sandjaja dated March 29, 2021, the followings are stated:

- The Company's equity is Rp. 1,865,986,919,439 - The Company's total aset is Rp. 2,314,790,056,002 - The Company's net profit is Rp. (54,776,587,213) - The Company's sales is Rp. 1,989,005,993,587

An acquisition and disposal transaction of a company or operating segment is categorized as a material transaction based on POJK 17 if it fulfills the following:

a. transaction value equals to 20% or more of the Company's equity; b. the total assets of the transaction object divided by the total assets of the Company, is equal to or more than 20%; c. the net profit of the transaction object divided by the net profit of the Company is equal to or more than 20%; d. the sales of the transaction object divided by the sales of the Company is equal to or more than 20%.

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The following table shows the fullfillment of each material transaction criteria :

Transaction Fullfillment Transaction Company Equity value/ Criteria of value (Rp.) Company Material (Rp.) Equity Transaction Transaction Not fullfilled value 7,679,895,576 1,865,986,919,439 0.41%

Fullfillment PTA The Company PTA / The Criteria of (Rp.) (Rp.) Company Material Transaction Total Not fulfilled 19,157,526,000 2,314,790,056,002 0.83% Assets Net Profit (45,689,048,000) (54,776,587,213) 83.41% Fullfilled Revenue (3,972,307,000) 1,989,005,993,587 (0.20)% Not Fullfilled

Based on the data in the table above, the Transaction is a material transaction as defined in POJK 17 as the net profit of the transaction object divided by the net profit of the Company is more than 20%. In addition, considering that the net profit of the transaction object divided by the net profit of the Company is more than 50%, in order to carry out this Transaction, among others, the Company needs to obtain approval from the General Meeting of Shareholders (“GMS”).

Transaction is also an affiliated transactions as defined in POJK 42. The parties involved in this Transaction are companies that are controlled, either directly or indirectly by the same party, in this case Mandom Corporation, as can be seen in the following diagram:

Mandom Corporation

62.91% 100%

PT Mandom Indonesia Tbk ACG International Sdn. Bhd. 100% 100% Alliance Cosmetics Alliance Cosmetics Pte. Ltd. Sdn. Bhd.

0.403% 99.593% 0.004% PT Alliance Cosmetics

Based on the explanation by the Company's management, this Transaction is not a conflict of interest transaction.

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Therefore, considering that the Transaction is a material transaction that is also an affiliated Transaction, the Company is required to obtain approval from independent shareholders at the GMS, announce disclosure of information related to the Transaction to the public at the same time as the announcement of the GMS, provide related data to shareholders, and submit proof of disclosure of information and its supporting documents to OJK. The time period between the valuation cut-off date and the date of the GMS should not exceed 6 (six) months.

Therefore, the fairness opinion for this Transaction is necessary in compliance with POJK 17 and POJK 42.

VALUATION STANDARD

This valuation is conducted by adopting POJK 35 and SEOJK 17 as well as the Indonesian Valuers Code of Ethics and Indonesian Valuation Standards VII Edition - 2018 (Kode Etik Penilai Indonesia dan Standar Penilaian Indonesia (KEPI & SPI) Edisi VII – 2018).

CLIENT DETAILS

This valuation for the fairness opinion on the Transaction is conducted in compliance with your request based on the agreement No. STH-040/PR.013/SG/I/2021 dated January 26, 2021.

The client details are as follows:

Company Name : PT Mandom Indonesia Tbk Address : Wisma 46 Kota BNI Suite 7.01, Lantai 7 Jl. Jend. Sudirman Kav 1 Jakarta 10220 Telephone : 021-2980 9500 Fax : 021-2980 9501 Email : [email protected] Scope of Business : Production and trade of cosmetics, fragrances, cleaning materials and plastic packaging including raw materials, machineries and production equipment for production and its supporting business activities is import trade of cosmetic products, fragrances, and cleaning materials.

SCOPE OF VALUATION

In accordance with the assignment, the scope of our valuation is to provide fairness opinion through fairness analysis, qualitative analysis and quantitative analysis of the Transaction.

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VALUATION DATE

This fairness opinion is conducted as of December 31st, 2020.

INSPECTION IMPLEMENTATION RESULTS

We have performed the following valuation procedures:

- collection of PTA's data including articles of association, deeds, permits, composition of shareholders and management, distribution agreements, audited financial statements, and financial statement projections; - collection of the Company's data including articles of association, deeds, permits, composition of shareholders and management, audited financial statements, and projections of the Company's financial statements in the condition of Conducting and Not Conducting the Transaction; - Online interviews with PTA's management and the company; - Verification on the operation of PTA, through PTA online media such as the website for products sold by PTA, namely https://silkycosmetics.com/id/ and also the Instagram account @silkygirl_id

We have also carried out a follow-up inspection of the PTA and the Company's office locations on 19 May 2021 and met with several PTA and Company officials.

RELIABLE NATURE AND SOURCES INFORMATION

The nature and source of the relevant information used in the valuation process, including published information, research data or data obtained from the Government without the need for verification such as the loan interest rate in Rupiah from Bank Indonesia website and the risk-free interest rate obtained from data issued by Indonesia Bond Pricing Agency (IBPA).

In order to be able to provide an opinion on the fairness of the Transaction, we as an independent valuers have studied and considered the following matters:

 Circular Letter prepared by the management of the Company;

 Consolidated Financial Statement of The Company for the year ended December 31st, 2016 audited by Public Accountant Firm of Satrio Bing Eny & Rekan with an unqualified opinion and signed by Satrio Kartikahadi dated March 3, 2017.

 Consolidated Financial Statement of The Company for the year ended December 31st, 2017 audited by Public Accountant Firm of Satrio Bing Eny & Rekan with an unqualified opinion and signed by Satrio Kartikahadi dated March 2, 2018.

 Consolidated Financial Statement of The Company for the year ended December 31st, 2018 audited by Public Accountant Firm of Satrio Bing Eny & Rekan with an unqualified opinion and signed by Erny Sandjaja dated March 1, 2019.

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 Consolidated Financial Statement of The Company for the year ended December 31st, 2019 audited by Public Accountant Firm of Imelda & Rekan with an unqualified opinion and signed by Erny Sandjaja dated February 28, 2020.

 Consolidated Financial Statement of The Company for the year ended December 31st, 2020 audited by Public Accountant Firm of Imelda & Rekan with an unqualified opinion and signed by Erny Sandjaja dated March 29, 2021.

 Draft Sale and Purchase Agreement between the Company and ACGI and ACS in relation to the transfer of rights over PTA shares

 Proforma Consolidated Financial Statement reviewed by Public Accountant Firm Abu Bakar Usman & Rekan as of December 31, 2020 and signed by Yudiarto Santosa, S.E., M.M. dated April 8, 2021;

 The Company’s consolidated financial projection for the period of 2021 – 2025 for the condition of Not Conducting Transaction and their underlying assumptions prepared by the management of The Company;

 The Company’s consolidated financial projection for the period of 2021 – 2025 for the condition of Conducting Transaction and their underlying assumptions prepared by the management of The Company;

 Share valuation report of as of December 31, 2020 issued by KJPP Stefanus Tonny Hardi & Rekan Report File No. report. 00044/2.0007- 00/BS/04/0027/1/VI/2021 dated June 8, 2021;

 Management Representation Letter regarding fairness opinion of the Transaction.

 Interviews and discussions with the Company's management regarding the Transaction, namely with Mr. Hideki Nakamura as the Director of PTA and from the Company, namely Mr. Kris Sugiyanto as General Manager of Accounting, Mr. Micky Pratama as General Manager of Management Planning, Mr. Dodi Ardityagraha as Manager of Legal & Compliance, and Mrs. Alia Dewi as the Company's Corporate Secretary

 Review of the data and information we have obtained relating to Transactions that we consider relevant

 Equity Risk Premium and Default Spread based on data from Damodaran with the link http://www.stern.nyu.edu/~adamodar/pc/datasets/ctryprem.xlsx;

 Beta is based on beta from Damodaran with the link http://www.stern.nyu.edu/~adamodar/pc/datasets/betaemerg.xls;

 Risk-free interest rate based on yield data from the Indonesian Bond Pricing Agency (IBPA) as of December 31, 2020;

 Bank interest rates are based on Loan Interest Rates in Rupiah provided by bank group and loan type based on data from Bank Indonesia with the link https://www.bi.go.id/SEKI/tabel/TABEL1_26.xls

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ASSUMPTIONS AND LIMITING CONDITIONS

In preparing the fairness opinion on the Transaction, we use the following assumptions :

1. Fairness opinion report produced by business valuers provides non-disclaimer opinion.

2. Business valuers have analysed the documents used in the valuation process.

3. All data and information received by business valuers come from reliable sources

4. Business Valuers use financial projections that have been adjusted to reflect the fairness of financial projections made by management with the ability to achieve them (fiduciary duty).

5. Business valuers are responsible for the process of valuation and the fairness of the adjusted financial projection

6. Business valuers produces Business Valuation Report that is open for public, except if any confidential information that might influence the operation of the company is present

7. Business valuers are responsible for the fairness opinion report and the conclusion of the fairness opinion.

8. Business valuers have obtained information on the legal status of the valuation object from the client.

We also adhere to the management representation letter that has been submitted by the management of all important and relevant information to the Transaction and to the best of The Company's management knowledge there are no material factors that have not been disclosed and could be misleading.

VALUER INDEPENDENCY

We have prepared this Fairness Opinion Report independently, without conflict of interest and without affiliation with The Company or any other affiliated parties.

We do not have any personal interest nor do we have any private gain from this assignment. Furthermore, this Fairness Opinion Report is not prepared to give any gains or losses to any parties. The fee that we receive is not influenced by the fairness opinion resulted from the fairness analysis process

VALUATION REPORT USER

Based on the valuation purposes, this valuation report will be used by The Company.

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KJPP Stefanus Tonny Hardi & Rekan

IDENTIFICATION OF OBJECT OF VALUATION

The object of the Fairness Analysis is a total of 209,147,483 shares of PTA which is equal to 99.995% of the issued and fully paid shares in the PTA as of December 31, 2020 owned by ACGI and ACS.

VALUER STATUS

This independent valuation is conducted by valuers of KJPP Stefanus Tonny Hardi & Rekan.

CONFLICT OF INTEREST

The valuer do not have a conflict of interest, either actual or potential, with the parties that will transact or with the object of the valuation.

CURRENCY USED

The currency used in this valuation for fairness opinion is in Rupiah.

DEPTH OF INVESTIGATION

We reviewed relevant documents, data, and information related to the valuation assignment but did not conduct detailed due diligence on information on financial statements and company legal documents.

Interviews have been conducted with the management of the Company, represented by Mr. Hideki Nakamura as the Director of PTA and from the Company, namely Mr. Kris Sugiyanto as General Manager of Accounting, Mr. Micky Pratama as General Manager of Management Planning, Mr. Dodi Ardityagraha as Manager of Legal & Compliance, and Mrs. Alia Dewi as the Company's Corporate Secretary.

We have obtained relevant data and information, taken from appropriate sources.

FAIRNESS OPINION METHODOLOGY ON THE TRANSACTION

To announce the Transaction to the public, a fairness opinion from an independent appraiser is required to conduct analysis and provide a fairness opinion on the Transaction.

The Fairness Analysis of the Transaction is carried out by performing transaction analysis, qualitative analysis, as well as quantitative analysis in the form of performance analysis and incremental analysis so that the fairness of the Transaction can be determined in terms of the financial impact on the Company's shareholders.

Professional Services in Valuation and Financial Consultancy

KJPP Stefanus Tonny Hardi & Rekan

Based on the results of our review on the Transactions that we have conducted, we hereby present you the following analysis:

A. Transaction Analysis

A.1. Identification and Relationship of the Transacting Parties

Parties involved in the Transaction are as follows:

- The Company as the buyer

- ACGI and ACS as the seller

The parties involved in this Transaction are companies controlled, either directly or indirectly by the same party, in this case Mandom Corporation, as can be seen in the following diagram:

Before Transaction

Mandom Corporation

62.91% 100%

PT Mandom Indonesia Tbk ACG International Sdn. Bhd. 100% 100%

Alliance Cosmetics Alliance Cosmetics Pte. Ltd. Sdn. Bhd.

0.403% 99.593% 0.004% PT Alliance Cosmetics

After Transaction Mandom Corporation

62.91% 100% PT Mandom Indonesia Tbk ACG International Sdn. Bhd.

100% Alliance Cosmetics Sdn. Bhd. 92.684% 7.312% 0.004%

PT Alliance Cosmetics

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Brief Description on The Company

Incorporation

The Company was established within the framework of the Foreign Capital Investment Law No. 1 year 1967 as amended by Law No. 11 year 1970 based on Notarial Deed No. 14 dated November 5, 1969 of Abdul Latief, S.H., a Notary in Jakarta. The Deed of Establishment was approved by the Minister of Justice of the Republic of Indonesia in his Decision Letter No. J.A.5/150/18, dated November 28, 1970, and was published in the State Gazette No. 24 dated March 23, 1971, Supplemen No. 141. The Company's Articles of Association have been amended several times, most recently by Noratial Deed No. 14 dated April 19, 2018 of P. Sutrisno A. Tampubolon, S.H., M.Kn., a Notary in Jakarta, regarding changes in the domicile of the Company.

This Deed has been approved by the Minister of Law and Human Rights of the Republic of Indonesia with Decree No. AHU-0009022.AH.01.02.Year 2018 dated April 23, 2018.

Then the Articles of Association of the Company were amended again with Deed No. 2 dated April 16, 2020 of Titik Krisna Murti Wikaningsih Hastuti, S.H., M.Kn, a Notary in Bekasi. This Amendment has been approved by the Minister of Law and Human Rights of the Republic of Indonesia with Decree No. AHU- 0033006.AH.01.02.Year 2020 dated April 29, 2020. The amendment is related to changes to Article 3 of the Purpose and Objectives, which was adjusted to reflect the 2017 Indonesian Business Field Classification (KBLI) and does not change the main business activities of the Company.

The Company's Scope of Business

The Company's Scope of Business is in the Production and trade of cosmetics, fragrances, cleaning materials and plastic packaging including raw materials, machineries and production equipment for production and its supporting business activities is import trade of cosmetic products, fragrances, and cleaning materials.

Shareholders and Share Ownership of The Company

The capital structure and shareholders of The Company as of the cut-off date are as follows:

Authorized Capital : Rp. 402,133,334,000, - (four hundred two billion one hundred thirty three million three hundred thirty four thousand Rupiah) divided into 804,266,668 (eight hundred four million two hundred sixty six thousand six hundred sixty eight) shares with a nominal value of Rp500 (five hundred Rupiah).

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Issued Capital : Rp. 100,533,333,500, - (one hundred billion five hundred thirty three million three hundred thirty three thousand five hundred Rupiah), which consists of 201,066,667 (two hundred one million sixty six thousand six hundred sixty seven) shares

Paid-up Capital : Rp. 100,533,333,500, - (one hundred billion five hundred thirty three million three hundred thirty three thousand five hundred Rupiah), which consists of 201,066,667 (two hundred one million sixty six thousand six hundred sixty seven) shares

Shareholders composition of The Company as of the cut-off date is as follows:

Percentage Shareholders No of Shares Nominal Value Ownership (Rp) % Mandom Corporation, Japan 126,485,615 63,242,807,500 62.91 PT Asia Jaya Paramita 22,858,260 11,429,130,000 11.37 PT Asia Paramita Indah 3,260,384 1,630,192,000 1.62 Public 48,462,408 24,231,204,000 24.10 Total 201,066,667 100,533,333,500 100

Management of The Company

The Composition of the Board of Directors and Board of Commissioners of the Company as of the Cut-Off Date is as follows:

Board of Commissioners

President Commissioner : Shinichiro Koshiba Commissioner : Motonobu Nishimura Commissioner : Lie Harjono Independent Commissioner : Tesong Kim Independent Commissioner : Heri Martono

Board of Directors

President Director : Masahiro Ueda Vice President Director : Effendi Tandi Director : Keok Khee Chuang Director : Norihito Azuma Director : Hirokazu Kagami Director : Sanyata Adi Saputra Director : Tiurma Rondang Sari Director : Liandhajani

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Brief Description of PTA

Incorporation of PTA

PT Alliance Cosmetics(”PTA”) is a company established based on Notarial Deed No. 28 dated September 25, 2008 of Ukon Krisnajaya, SH, notary in Jakarta. This Article of Assocation was approved by the Ministry of Law and Human Rights of the Republic of Indonesia through the Decision Letter No. AHU- 93636.AH.01.01.Tahun 2008 dated December 4, 2008 and has been published in State Gazette of the Republic of Indonesia No. 43 dated May 31, 2011. The Company's articles of association have been amended several times, the latest amendment is being drafted by a Notary in connection with the issuance of a Circular Decision of the Shareholders of PTA as a Substitute for Decisions Taken at the Extraordinary General Meeting of Shareholders regarding the increase in paid-in/issued capital, changes in office domicile address and adjustments Purpose and Objectives and Business Activities.

Scope of Business of PTA

PTA's line of business is Cosmetics Wholesale as it is stated in the Business Identification Number (NIB) 8120211080393. To run this business, the scope of PTA's activities mainly includes the import and distribution of cosmetic products, toiletries and beauty products.

Capital and Shareholder Structure

The capital structure and share ownership of PTA as of the Cut-off Date are as follows:

Authorized Capital : Rp.209,157,483,000, - (two hundred nine billion one hundred fifty seven million four hundred eighty three thousand Rupiah) divided into 209,157,483 (two hundred nine million one hundred fifty seven thousand four hundred eighty three) shares with a nominal value Rp. 1,000, - (one thousand Rupiah).

Issued and paid up : Rp.209,157,483,000, - (two hundred nine billion one Capital hundred fifty seven million four hundred eighty three thousand Rupiah) divided into 209,157,483 (two hundred nine million one hundred fifty seven thousand four hundred eighty three) shares with a nominal value Rp. 1,000, - (one thousand Rupiah).

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PTA's shareholders as of cut-off date is as follows:

Percentage Shareholders No of Shares Nominal Value Ownership (Rp) % ACG International Sdn. Bhd. 208,238,267 208,238,267,000 99.56% Alliance Cosmetic Pte. Ltd. 909,216 909,216,000 0.43% Alliance Cosmetic Sdn. Bhd 10,000 10,000,000 0.01% Total 209,157,483 209,157,483,000 100.00%

However, based on Deed No. 2 dated March 1, 2021, of Irene Yulia, S.H., Notary in Jakarta, there was an increase in authorized capital, paid-up and issued capital, so that the composition of shareholders and share ownership of PTA changed to be as follows:

Authorized Capital : Rp. 225,657,483,000, - (two hundred twenty five billion six hundred fifty seven million four hundred eighty three thousand Rupiah) divided into 225,657,483 (two hundred twenty five million six hundred fifty seven thousand four hundred and eighty three) shares with a nominal value of Rp. 1,000, - (one thousand Rupiah).

Issued and paid up : Rp. 225,657,483,000, - (two hundred twenty five billion Capital six hundred fifty seven million four hundred eighty three thousand Rupiah) divided into 225,657,483 (two hundred twenty five million six hundred fifty seven thousand four hundred and eighty three) shares with a nominal value of Rp. 1,000, - (one thousand Rupiah).

PTA's shareholders becomes as follows:

Percentage Shareholders No of Shares Nominal Value Ownership (Rp) %

ACG International Sdn. Bhd. 224,738,267 224,738,267,000 99.593

Alliance Cosmetics Pte. Ltd. 909,216 909,216,000 0.403

Alliance Cosmetics Sdn. Bhd. 10,000 10,000,000 0.004

Total 225,657,483 225,657,483,000 100.00

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Board of Management

Board of Commisioners:

Commisioners : Yoshikazu Hongo

Board of Directors:

President Director : Chin Choon Keng Director : Josy Rizka Director : Hideki Nakamura

Brief Description of ACGI

Incorporation of ACGI

ACGI is a private company incorporated under the name of Aero Prestasi Sdn. Bhd. based on Akta Syarikat, 1965, dated November 24, 2009. ACGI then changed its name to ACGI International Sdn. Bhd. on August 9, 2010 based on Surat Perakuan Pemerbadanan Atas Pertukaran Nama Syarikat from Suruhanjaya Syarikat Malaysia under No. Syarikat 880350 W.

ACGI's head office is located on 35 Jalan Pelukis UI/46, Temasya Industrial Park 40150 Shah Alam Selangor, Malaysia.

ACGI Management Composition

Director :

Director : Chin Choon Keng Director : Masanori Sawada Director : Yoshikazu Hongo

Brief Description of ACS

Incorporation of ACS

ACS is a private company established under The Companies Act (Cap 50) of the Republic of Singapore under the name Revlon (Malaysia) Pte. Ltd. on September 7, 1965 and was registered as a company under No. 196500199M.

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ACS's articles of association have undergone several amendments, one of which is to change its name to Revlon (Singapore) Pte. Ltd. on September 12, 1972, and again amended to change the company name to Alliance Cosmetics Pte. Ltd. on October 5, 2000.

ACS is located on 2 Jurong East Street 21 No. 03 – 192, IMM Building, Singapore

Shareholder of ACS

The composition of shareholders at the cut-off date is as follows:

Nominal Percentage Shareholders No of Shares Value Ownership

(SGD) %

ACG International Sdn. Bhd. 1,000 100,000 100% 1,000 100,000 100%

Board of Management

The composition of the ACS management at the cut-off date is as follows:

Director:

Director : Ogawa Seiichi Director : Yoshikazu Hongo Director : Chin Choon Keng

ACS Business Activities

Engaging in the distribution / wholesale of cosmetics and toiletries

A.2. . Analysis of the Draft Sale and Purchase Agreement and the Agreed Terms

In doing the Transaction, the Company, ACGI, and ACS will jointly sign a sale and purchase agreement which will be signed and handed over after obtaining the approval of the independent shareholders at the GMS.

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The terms mentioned in the draft agreement include the following:

Seller ACGI dan ACS Buyer Perseroan

209,147,483 shares of PTA consisting of Transaction Object 208,238,267 shares owned by ACGI and 909,216 shares owned by ACS

Amounting to Rp 36.72 per share or equal to Rp. 7,679,895,576, which was obtained based on the following calculations;

Valuation as of December 31, 2020 Valuation Result of Rp7,680,263,000 KJPP STH for 209,157,483 shares owned by ACGI and ACS (100% ownership)

Transaction Price No of PTA Shares as of 209,157,483 shares December 31 2020 Market Value per Share Rp36.72/share

Calculation of Transaction Price No of PTA Share as of 209,147,483 shares December 31 2020 that will be acquired by the Company Price per Share Rp36.72/share Transaction Price Rp7,679,895,576

The Transaction Price above will be paid by the Company no Payment later than 2 (two) working days after the signing of this sale and purchase agreement The closing of the Transaction as stipulated in the Share Purchase Agreement are dependant on the fulfillment of the prerequisite conditions, which among others, are as follows:

Prerequisite Conditions  The Company has complied with the requirements of the Financial Services Authority Regulation on the purchase of shares as stated in this agreement, including the approval of independent shareholders at the GMS Governing Law Indonesian Law

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A.3. Risks and Benefits of Transactions

Benefits and Advantages of the Transaction to The Company:

The benefits and advantages of conducting the Transactions for the Company are as follows:

- Through the acquisition of PTA shares, PTA can contribute through its import and distribution activities; - The company can expand its target segmentation to a larger consumer market; - The company can improve its future business performance.

Risks that may arise from the Transaction

Besides the benefits that The Company will gain by conducting the Transaction, there are also risks that The Company may face. These risks are directly related to the Company's risks in running its business, so that they can interfere with the Company's operational activities.

The risks that The Company may face is as follows:

- Risk of world political, military and economic conditions

- Risk of government regulation or policy with respect to manufacturing and imports

- Risk of decreasing demand as a result of changes in consumer spending patterns

- Risk of intense competition, a highly competitive market requiring skilled resources, technology and manpower

- Risk of an outbreak of an infectious disease that is currently occurring (Covid-19), or fear of an outbreak or other public health problem that will have a negative impact on the Company

- Risk of economic fluctuations that could affect the increase in operating costs so that it could affect the Company's financial condition.

- Political and social instability in Indonesia that can be detrimental to the Company's business

- Risk of natural disasters and fire causing damage to property

- Risk of current remaining PTA products that are approaching their expiration date, so it must be sold with an attractive discount or even written off as obsolete inventory if they remain unsold, therefore having the potential to reduce profits.

- In addition, there are also possible risks related to the inability of the Company's management to manage its asset management in the future, such as the failure to develop an asset risk management framework, which could lead to a decline in asset value in the future.

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B. Qualitative Analysis

B.1. Company History and Nature of Business Activities

The Company's scope of business includes the production and trading of cosmetics, fragrances, cleaning materials and plastic packaging which are divided into hair care products, skin care & make-up, fragrances and others.

In terms of sales, the Company's sales in 2019 were recorded at Rp 2.80 trillion or an increase of 5.87% compared to 2018, however due to the Covid-19 pandemic that occurred in 2020, resulted in a decrease in the Company's sales to Rp 1.99 trillion or decreased by 29.07% compared to 2019.

B.2. Industry and Environment Analysis

Indonesian Economy Overview

The ongoing COVID-19 pandemic has put pressure on the global economy. The contraction of economic growth is widely felt by many countries as a result of the implementation of policies for handling COVID-19, such as limiting social activities which causes economic activity to decline. Meanwhile, the number of patients infected with Covid-19 in Indonesia has increased by 8,074 since Wednesday (12/30/2020) to Thursday (12/31/2020). The addition caused Covid-19 cases in Indonesia to reach 743,198 people.

The new cases of positive patients with Covid-19 are spread across 34 provinces. From that data, there were five provinces with the highest addition of new cases. The five provinces, namely DKI Jakarta (2,022 new cases), West Java (1,024 new cases), Central Java (939 new cases), East Java (935 new cases), and South Sulawesi (479 new cases). Meanwhile, the overall transmission of Covid-19 has so far occurred in 510 districts / cities in 34 provinces. The government also noted that there were an additional 7,356 patients who had been declared cured. Thus, the total number of patients recovered from Covid-19 was 611,097 people. In addition, 194 patients died after previously tested positive for the corona virus. Thus, the number of patients who have died due to Covid-19 is currently 22,138 people

Source : covid19.co.id 18

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The issue of implementing an 'emergency brake' in the capital has resurfaced amid a spike in new COVID-19 cases at the end of the year. This is a term that refers to the strict implementation of Large-Scale Social Restrictions (PSBB). In fact, the COVID-19 case in Jakarta is on a quite significant upward trend. In the past week, December 21- 28, the increase was nearly 2,000 cases per day. At the national level, it was 6,000- 7,000 although on December 28 it fell to 5,854.

Chairman of the DPD Association of Indonesian Indigenous Entrepreneurs (Hippi) DKI Jakarta Sarman Simanjorang quoted from tirto.id said that the issue of emergency brakes after the new year 2021 holiday makes entrepreneurs worried. This is because the strict PSBB will set a limiting period for operating hours so that economic activity becomes stagnant.

The National Development Planning Agency (Bappenas) noted that during the 10 months of the pandemic, people's purchasing power was lost worth Rp374.4 trillion due to lost income. This loss was due to a decrease in working hours and the low utilization of the industry and tourism sector which was below 50%.

Head of Bappenas Suharso Monoarfa in tirto.id said this loss of purchasing power could swell again to Rp1,000 trillion. This figure is obtained if the calculation is continued on the indirect impact, namely the domino effect that befalls the supporting sectors and derivatives of the affected industry or business. The tightening of year-end activities, such as reducing the operating hours of restaurants and shopping centers and the imposition of antigen and swab test requirements for trips between cities and provinces, has even made Q4 growth slump.

Since the Covid-19 pandemic hit, Indonesia's economy contracted for the first time in the second quarter of 2020 by -5.32%. Entering the third quarter, the contraction occurred again at 3.49%. Center for Indonesian Policy Studies (CIPS) researcher Pingkan Audrine Kosijungan quoted from wartaekonomi.co.id said that the root cause of the contraction of our national economy was the Covid-19 pandemic. Policies for handling and preventing Covid-19 need to be continuously improved and pursued by all elements of the government from central to regional. If the government does not focus on handling Covid-19, the steps taken for economic recovery will be in vain.

Pingkan continued, when viewed from the sector of the business field, only two sectors have increased when compared to the conditions in the fourth quarter of 2019. The two sectors are Information and Communication sector increased from 9.78% (Q4 2019) to 10.91% (Q4 2020) and Health Services and Social Activities with an increased from 7.83% (Q4 2019) to 16.54. % (Q4 2020). This is very relevant to the dynamics that occur in society during a pandemic. Pingkan assessed that the social restriction policies imposed in regions in Indonesia as of March 2020 have encouraged the adaptation of new habits for the community. Educational, economic, worship, and work activities have transformed into digitalization, with the information and communication sector being the foundation. In addition, the health services and social activities have also been boosted along with the increasing number of positive cases of Covid-19 and affected communities record in Indonesia.

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Table of Indicator Indonesian Economic Growth 2016 – 2020

Economic Indication 2016 2017 2018 2019 2020

GDP Growth (yoy, %) 5,02 5,07 5,17 5,02 -2,07 Nominal GDP (Rp. 12.406,8 13.588,8 14.837,4 15.833,9 15.434,2 Triliun) Inflation Rate (%,end of 3,02 3,61 3,13 3,02 1,68 year) Interest Rate BI (%) 4,75 4,25 6,00 5,00 3,75 Reserves (US$ Miliar) 116,4 130,196 120,7 129,2 135,9 Exchange Rate 13.436 13.548 14.481 13.901 13.901 (Rp/US$, end of year) Source: BPS, BI and other source (be treated)

The BI Board of Governors agreed on 16th and 17th December 2020 to hold the BI 7- Day Reverse Repo Rate at 3.75%, while also maintaining the Deposit Facility (DF) rates at 3.00% and Lending Facility (LF) rates at 4.50%. The decision is consistent with projected low inflation and maintained external stability, coupled with efforts to support the economic recovery. Bank Indonesia has strengthened policy synergy and supports the various follow-up policies to build national economic recovery optimism through the gradual reopening of productive and safe economic sectors, accelerating fiscal stimuli, increasing bank lending on the demand and supply sides, maintaining monetary and macroprudential stimuli as well as expediting economic and financial digitalisation. In addition to those policies, Bank Indonesia has also implemented the following measures:

1. Maintaining rupiah exchange rate stabilisation policy in line with the currency's fundamental value and market mechanisms. 2. Strengthening the monetary operations strategy to reinforce the accommodative monetary policy stance. 3. Strengthening accommodative macroprudential policy to stimulate growth of loans/financing allocated to priority sectors towards national economic recovery, while maintaining financial system resilience. 4. Promoting lower lending rates through close supervision and public communication in coordination with the Indonesian Financial Services Authority (OJK) in terms of interest rate transparency in the banking industry. 5. Strengthening money market deepening by expanding underlying DNDF to boost liquidity and reinforce JISDOR as a reference for exchange rate setting in the foreign exchange market. 6. Strengthening integrated bank supervision coordination between Bank Indonesia, the Indonesian Financial Services Authority (OJK) and Deposit Insurance Corporation (LPS) to maintain financial system stability. 7. Accelerating digital transformation and synergy to strengthen economic recovery momentum through robust payment system policy and faster implementation of the Indonesia Payment System Blueprint 2025.

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Bank Indonesia will continue to direct all policy instruments towards supporting the national economic recovery, while controlling inflation as well as maintaining rupiah exchange rate stability and financial system stability. Furthermore, close policy coordination with the Government and Financial System Stability Committee (KSSK) will constantly be strengthened in order to maintain macroeconomic and financial system stability, as well as expedite the national economic recovery. The focus of policy coordination is oriented towards overcoming supply and demand-side constraints in terms of bank lending to priority sectors in order to support economic growth and the national economic recovery. Supported by Bank Indonesia’s stabilisation measures and maintained foreign capital inflows to domestic financial markets, rupiah exchange rates have been maintained. As of 16th December 2020, the rupiah strengthened by 0.63% on average despite depreciating by 0.04% (ptp) on the November 2020 level. A surge of foreign capital inflows to domestic financial markets in line with lower global financial market uncertainty and the positive perception of investors towards the promising domestic economic outlook have fed through to a stronger rupiah.

Meanwhile inflation remains low on compressed domestic demand and adequate supply. In 2020, the Consumer Price Index (CPI) stood at 1.68% (yoy), which is below the 3.0%±1% target corridor. Low inflation in 2020 was influenced by low core inflation at 1.60% (yoy) in line with weak domestic demand, policy consistency by Bank Indonesia to anchor inflation expectations to the target corridor as well as decreasing exchange rate pass-through. Inflation in 2021 is projected to remain under control and within the 3.0%±1% target corridor. Bank Indonesia remains firmly committed to maintaining price stability and strengthening policy coordination with the Government through national and regional inflation control teams (TPI and TPID) in order to control headline inflation within the predetermined target range. Indonesia’s official reserve assets stood at USD135.9 billion as of end-December 2020, increased from USD133.6 billion as of end-November 2020. The position of official reserve assets was equivalent to finance 10.2 months of imports or 9.8 months of imports and servicing government’s external debt, and well above the international adequacy standard of three months imports. Bank Indonesia considers that the official reserve assets position was able to support the external sector resilience and maintain macroeconomic and financial system stability. The increase of official reserve assets in December 2020 was mainly influenced by government’s foreign loan withdrawal and tax receipts. Moving forward, Bank Indonesia views that the official reserve assets remain adequate, supported by the stability and solid domestic economic outlook, in line with the policy responses to stimulate economic recovery.

Gross Domestic Product

Indonesia's economy based on Gross Domestic Product (GDP) at current prices in 2020 reached Rp15,434.2 trillion and GDP per capita reached Rp56.9 million or US$3,911.7. Indonesia's economic growth in 2020 contracted by 2.07% (c-to-c) compared to 2019. In terms of production, the deepest growth contraction occurred in Transportation and Storage by 15.04%. Followed by Accommodation and Food Service Activities of 10.22%; Business Activities of 5.44%; Other Services Activities of 4.10%; and Wholesale and Retail Trade; Repair of Motor Vehicles and Motorcycles of 3.72%.

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On the other hand, several business fields are still experiencing positive growth, among others; Human Health and Social Work Activities of 11.60%; Information and Communication of 10.58%; Water Supply, Sewerage, Waste Management and Remediation Activities of 4.94%; Real Estate Activities of 2.32%; and Agriculture, Forestry and Fishing of 1.75%. Indonesia's spatial economic structure in 2020 was dominated by a group of provinces in Java Island at 58.75%, with economic performance contracting by 2.51%. Indonesia's GDP according to business field based on current prices in 2020 shows no significant change. The Indonesian economy is still dominated by Manufacturing of 19.88%; followed by Agriculture, Forestry and Fishing of 13.70%; Wholesale and Retail Trade; Repair of Motor Vehicles and Motorcycles of 12.93%; Construction of 10.71%; and Mining and Quarrying of 6.44%. The role of the five business fields in the Indonesian economy reached 63.66%.

The Indonesian economy in quarter IV-2020 against quarter IV-2019 contracted by 2.19% (y-on-y). In terms of production, the deepest growth contraction occurred in the Transportation and Storage by 13.42%. From the expenditure side, Exports of Goods and Services experienced the deepest growth contraction of 7.21%.

Meanwhile, Imports of Goods and Services, which were a reducing factor, contracted by 13.52%. Indonesia's economy in quarter IV-2020 compared to previous quarter experienced a contraction of 0.42% (q-to-q). In terms of production, the deepest growth contraction occurred in Agriculture, Forestry and Fishing by 20.15%. From the expenditure side, the highest growth was achieved by Government Consumption Expenditure (PK-P) by 27.15%. Indonesia's spatial economic structure in 2020 was dominated by a group of provinces in Java Island at 58.75%; then followed by Sumatra Island at 21.36%; Kalimantan Island 7.94%; Sulawasi Island 6.66%; The islands of Bali and Nusa Tenggara by 2.94%, and the islands of Maluku and Papua by 2.35%. The impact of the Covid-19 Pandemic was felt by varying levels of growth contraction inter-island. The island groups experiencing contraction (c-to-c) included Bali and Nusa Tenggara by 5.01%; Java Island 2.51%; Kalimantan Island 2.27%; and Sumatra Island by 1.19%. On the other hand, the impact of Covid-19 was relatively less severe on island groups that experienced an increase in growth, including Sulawesi Island by 0.23%, Maluku Island and Papua by 1.44% respectively.

Source: BPS 22

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From the expenditure side, the Indonesian economy in 2020 experienced a contraction of 2.07%. Contraction occurred in almost all components of expenditure, except for the PK-P component which grew by 1.94%. The deepest contraction occurred in Exports of Goods and Services of 7.70%, followed by Gross Domestic Fixed Capital Formation (PMTB), LNPRT Consumption Expenditure (PK-LNPRT), Private Consumption Expenditure (PK-RT), which contracted by 4.95%, 4.29%, and 2.63% respectively. Meanwhile, Imports of Goods and Services, which was a reducing factor, contracted by 14.71%. The structure of Indonesia's GDP according to Expenditures based on current prices in 2020 does not show a significant change. The Indonesian economy is still dominated by PK-RT Component which covers more than half of Indonesia's GDP, which is 57.66%, followed by PMTB Component of 31.73%; Export of Goods and Services of 17.17%, PK-P Component of 9.29%; PK- LNPRT Consumption Expenditure of 1.30%; and Cange in Inventories of 0.63%. While the Imports of Goods and Services as a deduction factor in GDP has a role of 16.02%.

GDP By Industrial Origin At Current Price and Constant Price 2010 (Trillion Rupiahs)

Current Price Constant Price 2010 Industrial Origin 2018 2019 2020 2018 2019 2020

(1) (2) (3) (4) (5) (6) (7) A. Agriculture, Forestry and Fishing 1.900,6 2.013,8 2.115,1 1.307,3 1.354,4 1.378,1 B. Mining and Quarrying 1.199,0 1.149,9 993,5 796,5 806,2 790,5 C. Manufacturing 2.947,5 3.199,6 3.068,0 2.193,4 2.276,7 2.209,9 D. Electricity and Gas 176,7 185,1 179,7 107,1 111,5 108,8 Water supply, Sewerage, Waste E. 10,0 10,7 11,3 8,4 9,0 9,5 Management and Remediation Activities F. Construction 1.562,3 1.701,7 1.652,7 1.048,1 1.108,4 1.072,3 Wholeshale and Retail Trade; Repair of G. 1.931,8 2.060,4 1.995,5 1.376,9 1.440,5 1.386,7 Motor Vehicles and Motorcycles

H. Transportation and Storage 797,9 881,6 689,7 435,4 463,3 393,5 Accommodation and Food Service I. 412,7 440,2 394,2 315,1 333,4 299,3 Activities J. Information and Communication 558,9 626,5 695,8 538,8 589,4 651,9 K. Financial and Insurance Activities 616,3 671,4 696,1 415,6 443,1 457,5 L. Real Estate Activities 406,0 439,5 453,8 299,6 316,8 324,3 M,N. Business Activities 267,1 304,3 294,3 187,7 206,9 195,7 Public Administration and Defence; O. 542,0 571,6 580,2 349,4 365,7 365,4 Compulsory Social Security P. Education 481,7 522,4 549,4 321,1 341,3 350,3 Q. Human Health and Social Work Activities 158,1 174,7 201,1 117,3 127,5 142,3 R,S,T,U. Other Services Activities 268,6 309,0 302,6 185,4 205,0 196,6

Gross Value Added At Basic Price 14.236,8 15.181,4 14.873,0 10.002,9 10.498,8 10.332,6 Taxes less Subsidies on Products 602,0 651,1 561,2 423,0 450,2 389,8 Gross Domestic Product (GDP) 14.838,8 15.832,5 15.434,2 10.425,9 10.949,0 10.722,4 23

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Growth Rate of GDP by Industrial Origin Base Year 2010 (Percent)

Qtr. IV-2020 Qtr. III-2020 Qtr. IV-2020 Growth Source of over over over Industrial Origin Rate Growth Qtr. III-2020 Qtr. III-2019 Qtr. IV-2019 2020 2020 (q-to-q) (y-on-y) (y-on-y) (1) (2) (3) (4) (5) (6) A. Agriculture, Forestry and Fishing -20,15 2,16 2,59 1,75 0,22 B. Mining and Quarrying 1,65 -4,28 -1,20 -1,95 -0,14 C. Manufacturing -0,38 -4,34 -3,14 -2,93 -0,61 D. Electricity and Gas 0,94 -2,44 -5,01 -2,34 -0,02 Water supply, Sewerage, Waste E. 3,11 5,94 4,98 4,94 0,00 Management and Remediation Activities F. Construction 3,48 -4,52 '-5,67 -3,26 -0,33 Wholeshale and Retail Trade; Repair of G. -0,87 -5,05 '-3,64 -3,72 -0,49 Motor Vehicles and Motorcycles

H. Transportation and Storage 5,08 -16,71 '-13,42 -15,04 -0,64 Accommodation and Food Service I. 5,86 -11,81 '-8,88 -10,22 -0,31 Activities J. Information and Communication 0,99 10,72 10,91 10,58 0,57 K. Financial and Insurance Activities 5,61 -0,95 2,37 3,25 0,13 L. Real Estate Activities 0,07 1,96 1,25 2,32 0,07 M,N. Business Activities 2,66 -7,61 -7,02 -5,44 -0,10 Public Administration and Defence; O. 8,95 1,82 -1,55 -0,03 0,00 Compulsory Social Security P. Education 7,83 2,41 1,36 2,63 0,08 Q. Human Health and Social Work Activities 5,78 15,29 16,54 11,6 0,13 R,S,T,U. Other Services Activities 2,29 -5,55 -4,84 -4,10 -0,08

Gross Value Added At Basic Price -1,21 -2,57 -1,83 -1,58 -1,52 Taxes less Subsidies on Products 21,37 -23,30 -9,69 -13,42 -0,55 Gross Dome stic Product (GDP) -0,42 -3,49 -2,19 -2,07 -2,07 Source: www.bps.go.id

Development of Indonesian Import Exports

Based on Central Bureau of Statistics (BPS), Indonesia's export value in December 2020 reached US$16.54 billion or increased 8.39% compared to to exports in November 2020. Likewise compared to December 2019, it increased 14.63%.

Non-oil/non-gas exports in December 2020 reached US$15.52 billion, increased 7.06% compared to November 2020. Likewise, compared to non-oil and gas exports in December 2019, an increase of 16.73%.

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The cumulative value of Indonesia's exports from January to December 2020 reached US$163.31 billion or decreased 2.61% compared to the same period in 2019, while non-oil exports reached US$155 billion or decreased 0.57%. The largest increased in non-oil and gas export in December 2020 against November 2020 occurred in Animal and vegetable fats and oils of US$264.2 million (11.23%), while the largest decreased occurred in Iron and Steel of US$ 77.7 million (6.06%).

According to the sector, non-oil and gas exports from January – December 2020 increased 2.95% over the same period in 2019, likewise, agricultural exports increased 13.98%, meanwhile mining and other exports decreased 20.70%. The largest non-oil / gas exports in December 2020 were China's US$3.32 billion, followed by the United States at US$1.87 billion and Japan at US$1.25 billion, with the third contribution reaching 41.50%. While exports to the EU (27 countries) amounted to US$ 1.27 billion. By province of origin, Indonesia's largest export in January - December 2020 came from West Java with US$26.59 billion (16.28%), followed by East Java US$20.31 billion (12.44%) and Riau US$13.77 billion (8.43%).

Source : www.bps.go.id

Meanwhile for Indonesia's import value in December 2020 reached US$14.44 billion or increased 14.00% compared to November 2020. While if compared to December 2019, it dropped 0.47%. Oil and gas imports in December 2020 reached US$1.48 billion or increased 36.57% compared to November 2020 and when compared to December 2019 it dropped 30.54%. Non-oil / gas imports in December 2020 reached US$12.96 billion or increased 11.89% compared to November 2020. Likewise compared to December 2019, it increased 4.71%. The largest increase in non-oil / non gas imports in December 2020 compared to November 2020 was Machinery and Mechanic Equipment of US$240.0 million (12.48%), while the biggest decrease was Jewelry and Gems of US$146.9 million (39.68%).

The three largest suppliers of non-oil / gas imports during January - December 2020 were placed by China with a value of US$39.35 billion (30.91%), Japan US$10.09 billion (7.92%) and Singapore US$8.12 billion (6.38%). 25

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Non-oil and gas imports from ASEAN were US$23.41 billion (18.39%), and EU at US$10.09 billion (7.92%). The import value of all categories of goods during January - December 2020 compared to the same period in 2019 was decreased. The decreased occured in consumer goods (10.93%), raw materials / auxiliaries (18.32%) and capital goods (16.73%).

Inflation and Jakarta Composite Index

Based on data from the Central Bureau of Statistics, in December 2020 there was inflation of 0.45% with the Consumer Price Index (CPI) of 105.68. Out of 90 CPI cities, 87 cities experienced inflation and 3 cities experienced deflation. The highest inflation occurred in Gunungsitoli at 1.87% with the CPI of 107.85 and the lowest occurring in Tanjung Selor at 0.05% with the CPI of 102.47. Meanwhile, the highest deflation occurred in Luwuk at 0.26% with the CPI of 107.51 and the lowest occurring in Ambon at 0.07% with the CPI of 105.52%. Inflation was attributable to rising prices as indicated by the rise of all expenditure group indexes, namely: Food, Drinks and Tobacco by 1.49%; Clothing and Footwear by 0.03%; Housing, Water, Electricity, and Household Fuel by 0.03%; Household Equipment, tools and Routine Maintenance by 0.08%; Health by 0.19%; Transportation by 0.46%; Food and Baverage Providers/Restaurant by 0.27%. Expenditure groups that experienced a decline in the index, namely: Information, Communication and Financial Services by 0.01; Recreation, Sports and Culture by 0.01%; and Personal Care and Other Services by 0.29%. Meanwhile, the education group was stagnant. The inflation rate for calendar year (January - December) 2020 and the year-on-year inflation rate (December 2020 to December 2019) are 1.68% respectively. The core component in December 2020 experienced inflation of 0.05%. The inflation rate of core components for the calendar year (January - December) 2020 and the year-on-year inflation rate (December 2020 to December 2019) are 1.60% respectively.

Inflation (2016-2020)

Source : BPS, BI

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Meanwhile, The Jakarta Composite Index (JCI) was in the red zone at the last trading session in 2020. The JCI declined 57.10 points or 0.95% to 5,979. At the end of trading, Wednesday (12/30/2020), there were 143 shares rose, 365 shares fell, and 119 shares were stagnant. Trade transactions reached Rp14.5 trillion from 24.7 billion shares traded.

The LQ45 index fell 10.70 points or 1.13% to 934.88, the Jakarta Islamic Index (JII) fell 7.88 points or 1.23% to 630.42, the IDX30 index dropped 1.72 points or 0.34% to 502.27, and MNC36 index down 1.87 points or 0.58% to 322.34. Meanwhile, shares in the ranks of top gainers, among others, shares of PT Panin Sekuritas Tbk (PANS) rose Rp240 or 22.97% to Rp1,285, shares of PT Sejahtera Bintang Abadi Textile Tbk (SBAT) rose Rp23 atau 21.70% to Rp129 dan shares of PT Mahaka Radio Integra Tbk (MARI) rose Rp12 atau 15.38% to Rp90. Meanwhile, shares in the ranks of top losers, namely shares of PT Garuda Indonesia (Persero) Tbk (GIAA) fell Rp30 atau 6.94% to Rp402, shares of PT PP Properti Tbk (PPRO) fell Rp7 atau 6.93% to Rp94 and shares of PT Kapuas Prima Coal Tbk (ZINC) fell Rp14 or 6,86% to Rp190.

Growth of Jakarta Composite Index

Source: finance.yahoo.com

On the last trading day in 2020, the JCI closed down 0.95% at 5,979.07 levels. Trading in the closing session of 30 December 2020 ended in the red zone, which was caused by profit taking ahead of the New Year holiday. MNC Securitas Research Analyst, Catherina Vincentia quoted from ekbis.sindonews.com, said that investors want to monitor further developments in vaccines and other global sentiments, so they prefer to reserve cash. Summarizing its movements throughout 2020, the JCI has weakened 4.85% YTD December 30, 2020. Cathy explained, investors need to be aware of the following matters in welcoming 2021, namely: 1) Vaccine distribution and effectiveness, if it turns out to be below expectations, as well as the development of the COVID-19 virus mutation that is worse than today; 2) Realization of economic growth and performance of issuers that are below analyst estimates and market estimates; 3) Implementation of the omnibus law; 4) Natural disasters caused by extreme climate change, which these are factors that are out of control.

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Furthermore, Cathy explained, several sectors that need to be monitored for 2021 include: 1) Banking is still the driving force for the JCI growth due to the very dominant weighting that reaches 38%; 2) The telecommunications sector is considered positive along with changes in the lifestyle of the people who currently use online services, as well as many M&A actions; 3) The metal mining sector, especially nickel, which is a proxy for green economy, is closely correlated with EV development; 4) The CPO Plantation Sector, where in the midst of a pandemic, the price of CPO has increased. The MNC Sekuritas Research Team predicts that the Indonesian capital market in 2021 will tend to be sideways given the sentiment of a priced-in vaccine in the market. According to Cathy, JCI is predicted to be at the level of 6,320 which is the base case, and the bull case is at the level of 7,221 for 2021.

Indonesian Economic Prospect

The World Bank stated that Indonesia's economy will slowly recover after some domestic and global economic activities have reopened. Even the economy will be positive in 2021 and 2022. Based on the report 'Indonesia Economic Prospects December 2020: Toward a Secure and Fast Recovery', quoted from cnbcindonesia.com, the World Bank predicts Indonesia's economy will reach 4.4% in 2021. In 2022, the Indonesian economy is also predicted to grow by 4.8%. Growth in the coming year will generally be driven by a recovery in private consumption. This estimate also assumes that consumer confidence levels are starting to improve, and that loss of household income remains low thanks to better labor market outcomes and adequate social assistance. Driven by stronger consumption and investment, growth will strengthen to 4.8% in 2022 as confidence increases on the condition that an effective and safe vaccine will be available to a large proportion of the population. However, this can only be achieved by Indonesia if the government focuses on handling the Covid-19 pandemic. In this report, the World Bank recommends Indonesia to focus on strengthening and accelerating recovery. The main priority is to avoid setbacks due to adverse developments related to the pandemic. Public health remains the top priority for allowing the economy to remain open and move towards a full and safe re-opening of economic activity.

The International Monetary Fund (IMF) provides a better outlook for the Indonesian economy when compared to the World Bank’s predictions. Based on IMF forecasts, Indonesia's GDP growth in 2021 will be 4.8%, 40 basis points (bps) higher than the World Bank's estimate of 4.4%. For 2022, the IMF is even more optimistic than the World Bank. The Indonesian economy is projected to grow at 6% in 2022 while the World Bank forecast states that Indonesia's GDP growth in 2022 will be at 4.8%. The accommodative macroeconomic policies for this year will still be pursued. The global financial institution has highlighted the theme of fiscal policy that supports economic recovery. The government will still allocate a budget to deal with the Covid-19 pandemic as it has done in 2020. The government also allocates a budget for investments that have a big impact, one of which is infrastructure. After being put in second place, the government is trying to boost infrastructure development again in 2021. A total of Rp. 417.8 trillion was used for infrastructure development as an effort to restore the national economy.

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Meanwhile, the Institute for Development of Economics and Finance (INDEF) projects Indonesia's economic growth to reach 3% in 2021. INDEF Executive Director Tauhid Ahmad quoted from liputan6.com said that the Covid-19 pandemic still haunts the middle class to consume. With all global and domestic developments, INDEF estimates that growth in 2021 will be 3%. Tauhid continued, the rate of bank credit is predicted to only reach 5 to 6% of the normal prediction of 9 to 11% due to abnormal demand. Inflation in 2021, according to Indef's projection, will touch 2.5% from the normal 3%. This is because the economic recovery program has not been implemented optimally and people's purchasing power is still limited for food supply and basic necessities.

Cosmetics Industry Overview

The Indonesia's cosmetics industry development is increasing from year to year. Indonesia is a lucrative market for cosmetic products with a population of 270.20 million with a female population of 133.54 million or 49.42% of the total population. In addition, the male segment, who also pays attention to appearance, making the market for cosmetic products even wider. Along with the times, the cosmetic industry has not only become a primary need for women, but has also begun to innovate in cosmetic products for men and children. Meanwhile, until 2019 the Ministry of Industry noted that there were 797 national cosmetic industries. This figure is up from 760 companies in the previous year. 95% of the total national cosmetic industry is the Small and Medium Industry (IKM) sector. Many cosmetic and herbal product manufacturers are starting to pay attention to environmental protection issues, and also consider environmental protection when choosing cosmetic packaging materials. In addition, there is also a trend for people to use products made from natural ingredients, thus opening up opportunities for cosmetic products made from natural ingredients, such as spa products and face masks. The trend of combining herbal medicine with beauty products also drives the cosmetics and personal care market.

Currently the Covid-19 pandemic is pressing all economic sectors in Indonesia, including the cosmetics industry. Sales decreased drastically at the start of the pandemic as there was less makeup activity due to limited activities. Based on a McKinsey survey, it is estimated that global beauty industry revenue will fall 20 to 30% by 2020. Martha Tilaar Group, a domestic cosmetic product company, also felt this pandemic pressure. As a result, companies must make various efforts, including innovating, to survive in the midst of a pandemic. According to McKinsey, global cosmetics sales fell, especially decorative ones such as lipstick, blush, and so on. CEO of Martha Tilaar Group, Kilala Tilaar, in the webinar Indonesia Industry Outlook # IIO2021, quoted from kompas.com, explained that in domestic conditions the supply of products is adequate in the market but demand is weak. Kilala said, this condition eventually made cosmetic manufacturers compete in slashing prices in order to attract consumers. Every company tries to maintain cash flow to survive amid the economic downturn. Kilala added, cosmetic advertisements discounted up to 40% or 60% because the stock for the beginning of the year or the first and second quarters may not have run out due to the pandemic.

In fact, according to Kilala, the cosmetics industry is expected to recover to its normal state before the pandemic in the third quarter of 2021. This is because the recovery of this industry is very dependent on vaccines, which encourage normal activity.

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Nevertheless, the pressure from cosmetic sales is acknowledged by Kilala, making Martha Tilaar have to innovate in its products. The company has switched to health products such as hand sanitizers, floor cleaners, and hand washing soap, to herbal medicine. On the other hand, the company also encourages sales of body care products that can be applied at home, such as skincare, scrubs, and masks, which are currently in demand by the market. Not only that, the company is also trying to boost product sales via online, both orders via chat applications or the marketplace. This step is in line with the shift in the shopping style of people who prefer online. The adaptation of new habits due to the Covid-19 pandemic has shifted shopping patterns from offline to online. This can be seen from the 80% increase in online transactions for cosmetic products. The cosmetics small and medium industry (IKM) players are required to be able to take advantage of business opportunities in the midst of the Covid-19 pandemic. Social distancing causes consumers to spend more time at home, so they take more time to care for skin, body, and hair. As a result, the shopping demand for home care has increased to replace the need for salons and spas.

The beauty industry has recorded stable growth despite the pandemic. This proves that the industry has survived several economic crises. Based on McKinsey quoted from Bisnis.com, the beauty industry generates US $ 500 billion per year. This figure is predicted to continue to increase along with social restrictions and new adaptations that are still ongoing. Director General of Small, Medium and Miscellaneous Industries (IKMA) of the Ministry of Industry, Gati Wibawaningsih said that in 2020 the cosmetics sector will grow, as seen from the growth performance of the chemical, pharmaceutical and traditional medicine industries, in which cosmetics are included, growing by 9.39%. This sector contributed 1.92% to the Gross Domestic Product (GDP). Furthermore, Gati said that amid the pressure from the impact of the Covid-19 pandemic, this manufacturing group was able to make a significant contribution to foreign exchange through the achievement of its export value which exceeded US $ 317 million or Rp.4.44 trillion in the first semester of 2020, or an increase of 15.2% compared to the same period the previous year. She hopes that the pharmaceutical and traditional medicine industries, including cosmetics, will continue to be encouraged to use local raw materials because Indonesia has a comparative advantage compared to other natural-based herbal and cosmetic producing countries, such as China, Malaysia and Thailand. Gati added that Indonesia has the potential for medicinal plants to grow in many regions with around 30,000 species of 40,000 medicinal plant species in the world.

The attractiveness of the Indonesian cosmetics market cannot be separated from the large population. Multinational cosmetic brands have flocked to the Indonesian cosmetic market. The trend of cosmetics market growth in the country has been visible since two years ago. Unfortunately, this increase was not fully enjoyed by local producers. The proof, imported products seem to flood the Indonesia’s cosmetics market. There are at least 45 countries whose products are looking for profit in this market, including Paris, America, Japan, Malaysia, Thailand, China and South Korea. Products from Europe, America and Japan have already entered the Indonesian cosmetic market because these countries are world-renowned cosmetic producers. The majority of cosmetic products from the region target the premium market at quite high prices. Some of the premium cosmetic products are L'Oreal Paris, Nyx, Maybelline, Mac, Estee Lauder, Saint Yves, Shiseido, SK-II, The Body Shop, Clinique, Victoria Secret, L'Occitane, La Prairie, Elizabeth Arden, and others.

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The results of the analysis conducted by Worldpanel Indonesia, quoted from technobusiness.id, show that the loyalty of Indonesian consumers is low. The opportunity to switch brands and change products tends to be higher than the percentage for being loyal to one particular brand. At least 88% of consumers in Indonesia prefer to experiment with different brands for the same product. The occurrence of brand switching is because it is supported by the globalization of information networks, so that catalogs or information on an item can be obtained easily, both from mass media and electronic advertisements as well as the internet. Indeed, basically producers cannot prevent consumers from using other products. However, what can be done is to make consumers more attached to their products by building brand loyalty and customer loyalty. The increasing market demand for a product will further enlarge the brand or company that produces it. This is the first factor in the development of the company and the cosmetics industry.

The second factor, namely innovation. Whether branded cosmetic products or not, if they have a unique differentiation, different from other products, will increase the development of the cosmetic market. That is why producers must have an accurate marketing strategy in order for their products to sell well in the market. The third factor, incentives from the government. The cosmetics industry in Indonesia is also fully supported by the government by providing incentives in the form of tax allowances and exemption from customs duties on imported machines. With the incentives from the government, the cosmetics industry is expected to be able to compete with imported products and be able to increase its production. The availability of herbal raw materials to support domestic cosmetic production is also abundant. The fourth factor is price. Product prices, which are determined by market segment, also influence the development of the cosmetics market. This certainly affects the level of competition between local and imported products. The last factor, namely the trend. The domestic cosmetic market is also influenced by user trends. Like recently, many men have started using cosmetic products just like women. Another trend, many specialist dermatologists, bloggers, and special beauty vloggers who need cosmetics as content ingredients. Of course, these trends will change every year. Meanwhile, President Director of PT Mustika Ratu Tbk Bingar Egidius Situmorang, as quoted from antaranews.com, said that imported cosmetic products actually provide inspiration for domestic cosmetic products. According to Egidius, one of the cosmetic products loved by Indonesian millennials comes from South Korea. With the entry of various types of cosmetics from the country of Ginseng, the domestic industry can learn what types of cosmetics are most in demand.

B.3. Operational Analysis dan Company Prospect

The production process is one of the important aspects in carrying out the Company's business activities, where the Company has 2 production facilities located in the MM2100 Industrial Estate, Bekasi.

The factory, which is located on Jalan Irian Blok PP, is a place to manufacture products from mixing raw materials, filling to packing. Meanwhile, the factory located on Jalan Jawa Blok J-9 is a place for plastic packaging production and a logistics center. The location of the two factories in one industrial area makes the production process more efficient and effective.

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In terms of sales, the Company's sales in 2019 were recorded at Rp. 2.80 trillion, an increase of 5.87% compared to 2018, but the Covid-19 pandemic that occurred in 2020 resulted in a decrease in the Company's sales to Rp. 1.99 trillion. or decreased by 29.07% compared to 2019.

Indonesia is a country with a fairly large cosmetic market and very promising business prospects. This is shown by the development of the population of young people who are starting to place cosmetics as a primary need, especially for women who are the main target of this industry. Based on Population Census data from BPS, Indonesia's population in 2021 will reach 269.6 million of which 185 34 million people belong to the productive age population, namely 15-64 years. Indonesia's population is projected to continue to grow to 318.96 million in 2045. Based on this data, Indonesia is predicted to experience a demographic bonus until 2045 where the number of productive age population is more than the unproductive population.

This condition shows the great opportunity for the cosmetic and body care market in Indonesia. Especially with the prediction of increasing per capita income of the Indonesian population, awareness for body care will also increase which in turn can have a positive influence in terms of demand for cosmetic and body care products.

Regarding the Transaction, although up to now, PTA is still unable to generate profit, but in 2020, many efforts have been made by PTA to improve this condition. So far, PTA has always suffered losses because there are several products and counters that are less profitable, so that in 2020, PTA management decided to carry out business reconstruction by carrying out three priority strategies, namely: i. Reduces marketing and promotion costs which are the biggest operating costs ii. Reducing and concentrating on potential products and customers by reducing the number of counters, resulting in the recall of goods from these counters and led to a high number of sales returns in 2020. PTA is also trying to reduce unprofitable products types where PTA initially distributes more than 200 SKUs, to only 74 SKUs. iii. Regarding COGS, PTA's previous shareholders in Malaysian have historically applied high cost margins and minimum order quantity, which eventually caused products to be written off due to expiration and thus resulted in high COGS.

With the business restructuring carried out in 2020, the ultimate shareholder of PTA decided to change the cost structure by lowering the cost margin, and eliminating the minimum order quantity limitation. Thus, COGS can be lower, and more in line with COGS which generally occurs in similar industrial markets

In addition, with the acquisition of a PTA that has an import permit, the Company can import finished goods, one of which is Mandom Group products produced in Japan which have a fairly high demand from the Company's distributors, both for women's and men's products. , where at this time it is not possible for the Company to carry out import activities in connection with the licenses currently owned by the Company only to carry out production activities.

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The sales of PTA until March 2021 reached Rp. 2.08 billion or 9.84% of the yearly projection. When compared to its budgeting for the quarter ended March 2021 of Rp. 2.35 billion, PTA's actual revenue reached 88.34%. Sales that did not reach the budgeting figure were due to the fact that during the first three months of 2021, there were several obstacles for PTA to sell its products, namely:

 PTA inventories, especially for fast-moving products which are starting to sell out. This is due to delays in the import process due to the Covid-19 outbreak

 Re-inquiries by BPOM which hinders the import process

 The remaining PTA products are approaching their expiration date, so these products will be sold in department stores and e-Commerce with attractive discounts

In June 2021, especially after the end of the Eid Mubarak holiday, the import process has returned to normal and sales have started to increase, so it is hoped that PTA can operate normally and even better than before

B.4. Reason And Background For The Transaction

PTA is a company engaging in the import and distribution of cosmetic products, toiletries and beauty products. PTA already has a general importer license and facilities from the Investment Coordinating Board (BKPM) where not all private companies engaging in the Cosmetics Wholesale Trade business sector with foreign shareholders could have easy licensing from BKPM.

The Company through PTA intends to diversify their business which can strengthen the Company's performance in the future. Especially with the increasingly rapid changes occuring in the market and consumer trends and the tighter competition in the Company's business category, product diversification is one of the strategies that can be taken to maintain and strengthen the Company's position in the market. This strategy can be implemented through products that are produced directly by the Company, produced through third parties or products imported from overseas. PTA can contribute through its import and distribution so that the Company can expand its target segmentation to a larger consumer market.

From the Company's perspective, through the acquisition of PTA that owns an import permit, the Company can indirectly import finished goods through PTA, one of which is for Mandom Group products produced in Japan, where the Company is currently not allowed to carry out import activities as the permit owned by the Company is only to carry out production activities..

Meanwhile, in PTA's perspective, at this time, PTA only imports products under the Silky Girl brand, however through the acquisition by the Company, PTA will also gain access to import products from Mandom Corporation Japan and products from other brands that cannot be produced by the Company itself, but have a fairly high demand from the Company's distributors, both for women's and men's products,

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As companies who are both controlled by Mandom Corporation, the acquisition of PTA's shares by the Company is expected to strengthen synergies among companies in the Mandom Group. The acquisition of PTA shares is carried out by the Company to support the Company's strategy in their efforts to diversify their business. With the scope of business of PTA, it is hoped that the Company can expand the scope of their business apart from products produced by the Company and third parties. Thus, the Company can serve a wider consumer segmentation.

B.5. Qualitative Gains and Losses on Transactions

The benefits and advantages of conducting the Transactions for the Company are as follows:

- Through the acquisition of PTA shares, PTA can contribute through its import and distribution activities - The company can expand its target segmentation to a larger consumer market - By conducting Transaction, the Company can improve its business performance in the future, because through the acquisition of PTA that owns an import permit, the Company can indirectly import finished goods through PTA, one of which is for Mandom Group products produced in Japan, where the Company is currently not allowed to carry out import activities as the permit owned by the Company is only to carry out production activities

Risks that may arise from the Transaction

The risks that The Company may face is as follows:

- Risk of world political, military and economic conditions

- Risk of government regulation or policy with respect to manufacturing and imports

- Risk of decreasing demand as a result of changes in consumer spending patterns

- Risk of intense competition, a highly competitive market requiring skilled resources, technology and manpower

- Risk of an outbreak of an infectious disease that is currently occurring (Covid-19), or fear of an outbreak or other public health problem that will have a negative impact on the Company

- Risk of economic fluctuations that could affect the increase in operating costs so that it could affect the Company's financial condition.

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- Political and social instability in Indonesia that can be detrimental to the Company's business

- Risk of natural disasters and fire causing damage to property

C. Quantitative Analysis

Analysis of the Company's Potential Revenue, Assets, Liabilities, and Financial Condition

C.1. Historical Performance Of The Company

PT MANDOM INDONESIA Tbk. STATEMENT OF FINANCIAL POSITION AS OF DECEMBER 31, 2016 TO 2020 (In Rupiah) 31-Dec-16 31-Dec-17 31-Dec-18 31-Dec-19 31-Dec-20 ASSETS CURRENT ASSETS Cash and cash equivalents 298,563,784,107 431,573,583,550 369,170,524,762 285,755,312,130 457,984,350,641 Other financial assets - current 3,015,865,228 3,028,569,816 3,264,059,759 3,175,806,183 3,251,900,225 Account Receivable Third Parties 314,905,003,168 378,597,630,625 372,943,508,175 426,033,343,382 327,795,908,782 Related Parties 9,513,125,433 19,872,254,601 14,257,300,359 24,770,926,780 14,038,592,003 Other Receivable 33,012,916,858 2,646,918,797 3,433,372,190 2,628,618,860 1,620,388,233 Third Parties - - - - - Inventories 492,740,699,381 422,625,745,680 542,466,904,015 677,051,920,275 527,537,794,084 Prepaid Taxes 16,003,561,944 9,330,812,118 12,678,661,082 - 3,836,585,279 Advances 168,180,000 1,185,637,667 7,043,137,718 1,373,856,173 1,150,905,964 Prepaid expenses 6,559,268,368 7,617,438,688 8,170,843,126 7,401,925,525 6,745,284,558

Total Current Assets 1,174,482,404,487 1,276,478,591,542 1,333,428,311,186 1,428,191,709,308 1,343,961,709,769

NON-CURRENT ASSETS Other Receivable 1,862,618,010 1,301,910,239 1,728,025,454 974,612,696 361,514,426 Prepaid expenses 1,197,803,048 749,147,478 721,704,385 518,340,896 61,666,657 Deferred Tax Assets - Net 42,627,939,701 59,494,124,314 50,257,771,847 48,268,410,677 51,903,964,044 Fixed Assets 935,344,860,312 964,642,806,296 998,708,967,039 938,300,134,590 822,015,923,646 Estimated claim for tax refund - - - 55,365,892,322 26,811,623,598 Computer Software 22,436,364,836 51,933,576,055 50,651,611,322 70,366,701,362 48,487,015,698 Right of use assets - - - - 12,385,742,135 Guarantee Deposits 7,149,047,707 7,207,033,506 9,647,120,568 9,206,819,088 8,800,896,029 Total Non-Current Assets 1,010,618,633,614 1,085,328,597,888 1,111,715,200,615 1,123,000,911,631 970,828,346,233 TOTAL ASSETS 2,185,101,038,101 2,361,807,189,430 2,445,143,511,801 2,551,192,620,939 2,314,790,056,002

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31-Dec-16 31-Dec-17 31-Dec-18 31-Dec-19 31-Dec-20 LIABILITIES AND EQUITY CURRENT LIABILITIES Due to related parties - - - - - Account Payables Related Parties 441,664,131 4,058,327,218 5,366,092,105 3,651,209,598 5,228,609,465 Third Parties 63,805,794,017 59,183,511,889 67,487,721,394 90,818,435,732 45,812,541,277 Other Payables - Third Parties 24,947,119,140 45,734,804,548 24,915,446,884 33,139,575,841 11,932,133,956 Taxes Payable 31,216,912,784 34,139,207,887 17,338,516,336 16,847,090,588 6,405,247,806 Accrued expenses Related Parties 8,660,732,500 10,927,771,415 9,654,255,688 14,373,468,662 10,962,768,556 Third Parties 91,508,161,568 105,763,222,886 106,771,810,380 97,022,970,442 46,050,694,484 Prepaid revenue - - - - Short Term lease liabilities - Right of use assets - - - - 4,695,179,931 Bank Loan - - - - - Non current liabilities - current portion Lease liabilities - - - - -

Total Current Liabilities 220,580,384,140 259,806,845,843 231,533,842,787 255,852,750,863 131,087,175,475

NON-CURRENT LIABILITIES

Employee benefit Obligation 178,637,378,908 240,909,629,347 238,167,853,116 273,301,915,731 306,668,747,288 Long term lease liabilities - Right of use Assets - - - - 8,086,587,575 Bank Loan - - - - - Customer Deposits 2,724,767,728 2,764,377,816 2,978,650,759 2,894,137,183 2,960,626,225

Total Non-Current Liabilities 181,362,146,636 243,674,007,163 241,146,503,875 276,196,052,914 317,715,961,088 TOTAL LIABILITIES 401,942,530,776 503,480,853,006 472,680,346,662 532,048,803,777 448,803,136,563

EQUITY Capital Stock 100,533,333,500 100,533,333,500 100,533,333,500 100,533,333,500 100,533,333,500 Additional Paid-in capital 188,531,610,794 188,531,610,794 188,531,610,794 188,531,610,794 188,531,610,794 Investment revaluation 160,162,000 133,256,500 154,473,500 150,733,500 160,338,500 Retained Earning 1,493,933,401,031 1,569,128,135,630 1,683,243,747,345 1,729,928,139,368 1,576,761,636,645 Total Equity 1,783,158,507,325 1,858,326,336,424 1,972,463,165,139 2,019,143,817,162 1,865,986,919,439

TOTAL LIABILITIES AND EQUITY 2,185,101,038,101 2,361,807,189,430 2,445,143,511,801 2,551,192,620,939 2,314,790,056,002

The Company's financial statements as of December 31, 2016 to 2020 are financial statements.that have been audited.

Based on our review of the historical financial statements for the last five years, we can conclude, among others, as follows:

Cash and Cash Equivalent

Cash and cash equivalents include cash on hand and in banks whose balances as of December 31, 2016, 2017, 2018, 2019, and 2020 amounted to Rp. 298,563,784,107, Rp. 431,573,583,550, Rp. 369,170,524,762, Rp. 285,755,312.130, and Rp. 457,984,350,641. As of December 31, 2020, there was an increase in cash and cash equivalents even though the Company suffered a loss as of December 31, 2020.

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Account Receivable

The Company's trade receivables as of December 31, 2020 amounted to Rp. 341,834,500,785 consists of trade receivables from related parties amounting to Rp. 327,795,908,782 and third parties amounting to Rp. 14,038,592,003. The Company's total trade receivables as of December 31, 2016, 2017, 2018, 2019, and 2020 amounted to Rp. 324,418,128,601, Rp. 398,469,885,226, Rp. 387,200,808,534, Rp. 450,804,270,162, Rp. 341,834,500,785 which mostly came from receivables from sales to related parties. The average percentage of sales to related parties during 2016 – 2020 was 86.72% - 89.05% of the Company's total sales.

Inventory

In the Company's Inventory balance as of December 31, 2020, there is an allowance for impairment in inventory value of Rp. 5,952,870,396.

The Company's Total Inventories as of December 31, 2016, 2017, 2018, 2019, and 2020 amounted to Rp. 492,740,699,381, Rp. 422,625,745,680, Rp. 542,466,904,015, Rp. 677,051,920,275, and Rp. 527,537,794,084.

Fix Assets

The Company's fixed assets as of December 31, 2020 include land, buildings and infrastructure, machinery and equipment, furniture and fixtures, motor vehicles, and assets in progress. These fixed assets are all operational assets that support the Company's business activities.

The Company's Total Fixed Assets as of December 31, 2016, 2017, 2018, 2019, and 2020 amounted to Rp. 935,344,860,312, Rp. 964,642,806,296, Rp. 998,708,967,039, Rp. 938,300,134,590, and Rp. 822,015,923,646. The decrease in the Company's fixed assets in 2020 was due to the sale / write-off of the Company's fixed assets in the form of machinery and equipment, furniture and fixtures, and motor vehicles

Long Term Liabilities

As of December 31, 2020, there is a post-employment benefit liability which is a provision for payment when the employee quits or retires. The increase in long-term liabilities was also due to the implementation of lease liabilities entries in the form of rights to use assets..

Equity

The Company's total Equity as of December 31, 2016, 2017, 2018, 2019, and 2020 was Rp. 1,783,158,507,325, Rp. 1,858,326,336,424, Rp. 1,972,463,165,139, Rp. 2,019,143,817,162, and Rp. 1,865,986,919.

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PT MANDOM INDONESIA Tbk. STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2016 TO 2020 (In Rupiah)

31-Dec-16 31-Dec-17 31-Dec-18 31-Dec-19 31-Dec-20

7.11% -2.13% 5.87% -29.07% NET SALES 2,526,776,164,168 2,706,394,847,919 2,648,754,344,347 2,804,151,670,769 1,989,005,993,587

COST OF GOODS SOLD 1,582,456,317,914 1,699,417,758,295 1,685,791,739,001 1,873,937,759,675 1,534,276,464,935 GROSS PROFIT 944,319,846,254 1,006,977,089,624 962,962,605,346 930,213,911,094 454,729,528,652

OPERATING EXPENSES Selling expenses 557,095,829,636 568,987,731,498 548,089,824,378 510,131,022,209 338,477,541,654 General and administrative 190,489,640,668 212,668,813,623 229,749,812,470 229,289,192,021 184,862,086,510 Other operating income - - - - - Other operating expense - - - - -

TOTAL OPERATING EXPENSES 747,585,470,304 781,656,545,121 777,839,636,848 739,420,214,230 523,339,628,164

PROFIT (LOSS) FROM OPERATION 196,734,375,950 225,320,544,503 185,122,968,498 190,793,696,864 (68,610,099,512)

OTHER INCOME (EXPENSES) Interest income 13,111,156,151 16,775,681,888 21,065,143,694 12,636,033,410 11,161,719,328 Gain (loss) on sale disposal of PPE 118,013,036 (1,441,609,910) 860,134,040 506,524,989 (545,676) Impairment loss for inventories (2,881,747,470) (3,029,851,107) (6,161,241,182) - - Loss on foreign exchange - net (3,637,317,659) 1,272,931,765 4,307,734,542 (1,725,291,961) (3,192,669,841) Interest expense - - - - - Other expenses 18,031,377,635 4,185,348,648 29,431,215,072 (1,218,605,208) 3,283,838,014

Other income 24,741,481,693 17,762,501,284 49,502,986,166 10,198,661,230 11,252,341,825

PROFIT (LOSS) BEFORE TAX 221,475,857,643 243,083,045,787 234,625,954,664 200,992,358,094 (57,357,757,687)

Income Tax Expense - Current Tax (54,517,376,250) (73,658,077,000) (60,174,660,250) (49,001,451,250) - - Deferred Tax (4,898,885,046) 9,701,413,281 (1,401,851,658) (6,841,562,283) 2,581,170,474 (59,416,261,296) (63,956,663,719) (61,576,511,908) (55,843,013,533) 2,581,170,474

PROFIT ( LOSS) FOR THE YEAR 162,059,596,347 179,126,382,068 173,049,442,756 145,149,344,561 (54,776,587,213)

Other Comprehensive Income (11,335,233,585) (21,521,219,499) 23,524,719,429 (14,020,692,398) (13,932,310,370)

TOTAL OTHER COMPREHENSIVE LOSS FOR THE YEAR 150,724,362,762 157,605,162,569 196,574,162,185 131,128,652,163 (68,708,897,583)

Sales

The Company's total sales as of December 31, 2016, 2017, 2018, 2019, and 2020 amounted to Rp. 2,526,776,164,168, Rp. 2,706,394,847,919, Rp. 2,648,754,344,347, Rp. 2,804,151,670,769, and Rp. 1,989,005,993,587. The Company's sales in 2020 decreased in line with the decline in household consumption, especially during the Covid-19 pandemic.

The pattern of working from home and the use of masks as one of the health protocols are also factors that have a considerable influence on the use of cosmetic products.

Profit / (Loss) Net

The Company's total net profit/(loss) as of December 31, 2016, 2017, 2018, 2019, and 2020 was Rp. 162,059,596,347, Rp. 179,126,382,068, Rp. 173,049,442,756, Rp. 145,149,344,561, and a loss of Rp. 54,776,587,213. The Company's net loss in 2020 was due to a decline in performance as a result of the Covid-19 pandemic which resulted in a decline in household consumption and cosmetic products.

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2016 2017 2018 2019 2020

Current Ratio 5.3 4.9 5.8 5.6 10.3

Debt To Equity Ratio 0.23 0.27 0.24 0.26 0.24

Net Profit Sales 5.97 5.82 7.42 4.68 (3.45) (%)

Return To Equity 8.45 8.48 9.97 6.49 (3.68) Ratio (%)

From the table above provides an illustration that:

The Company’s historical current ratio shows that the company is able to meet its current liabilities well .The current ratio figure above one (1) indicatesly fairly good condition

The debt to equity shows that the company uses its own capital to finance its business

Based on the ratio of net income to income and the ratio of net income to equity, it shows that the Company was in good condition during 2016 – 2019. However, in 2020 there was a decline, mainly due to the Covid-19 pandemic, where the Company's revenue experienced the most drastic decline. for the last five years.

C.2. Analysis on The Company Financial Projection

In providing a fairness analysis of the Transaction, we also carried out an analysis on The Company's consolidated financial projections in the condition of Not Conducting Transaction and Conducting Transaction

The assumptions underlying the projections are as follows :

a. Assumptions on the condition of Not Conducting Transaction

In the condition of Not Conducting Transaction, it is assumed that there is no transaction occurred on the Valuation Date, and therefore the Company has yet to own any PTA shares.

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- Comprehensive Profit and Loss Projection :

PT MANDOM INDONESIA Tbk. STATEMENT OF FINANCIAL POSITION PROJECTION FOR THE YEAR ENDED AS DESEMBER 31, 2021 TO 2025 CONDITION OF NOT CONDUCTING TRANSACTION (In Thousand Rupiah)

2021 2022 2023 2024 2025 0.12 0.16 0.15 0.18 0.16 NET SALES 2,227,472,686 2,580,776,859 2,959,147,223 3,497,000,000 4,060,000,000

COST OF GOODS SOLD 1,610,648,288 1,804,696,825 1,997,050,335 2,305,853,378 2,639,668,794 GROSS PROFIT 616,824,398 776,080,034 962,096,888 1,191,146,622 1,420,331,206

OPERATING EXPENSES 594,124,375 670,620,443 736,175,677 912,653,919 1,056,789,205

OPERATING PROFIT 22,700,023 105,459,591 225,921,211 278,492,703 363,542,001

OTHER INCOME (EXPENSES) Other income / (expenses) 1,100,000 6,500,000 10,000,000 12,900,000 15,780,000

PROFIT (LOSS) BEFORE TAX 23,800,023 111,959,591 235,921,211 291,392,703 379,322,001

Income Tax Expense (5,236,005) (22,391,918) (47,184,242) (58,278,541) (75,864,400)

NET PROFIT 18,564,018 89,567,673 188,736,969 233,114,162 303,457,601

 The Company’s sales is assumed as follows: (in thousand Rupiah) 2021 2022 2023 2024 2025 Sales 2,227,472,686 2,580,776,859 2,959,147,223 3,497,000,000 4,060,000,000

The Company's sales for the years ended December 31, 2021, 2022, 2023, 2024, and 2025 amounted to Rp. 2.22 trillion, 2.56 trillion, 2.96 trillion, 3.50 trillion, and 4.06 trillion assuming an average annual increase of 15.36% during 2021 – 2025.

The Company's sales projections are based on the assumption that prior to the Covid-19 pandemic, the Company's average sales were between Rp. 2.5 trillion and the highest reached Rp. 2.8 trillion in 2019, and also taking into account the signs of economic improvement that began to be seen at the end of 2020 which is expected to improve further in 2021. The Covid-19 vaccination program which began in early 2021 and the implementation of disciplined health protocols are expected to be able to reduce the number of Covid-19 cases in Indonesia and on the other hand people's purchasing power has recovered.

 Cost of goods sold is assumed as follows: (in Thousand Rupiah) 2021 2022 2023 2024 2025 Cost of Goods 1,610,648,288 1,804,696,825 1,997,050,335 2,305,853,378 2,639,668,794 Sold

Cost of goods sold for the years ended December 31, 2021, 2022, 2023, 2024 and 2025 amounted to Rp. 1.6 trillion, Rp. 1.80 trillion, Rp. 1.997 trillion, Rp. 2.31 trillion, and Rp. 2.64 trillion or as a percentage of sales is 72% in 2021, 70% in 2022, 67% in 2023, 66% in 2024, and 65% in 2025.

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Average cost of goods sold before the period the Covid-19 pandemic accounted for 64% of sales.

 Operating expense is assumed as follows: (in Thousand Rupiah) 2021 2022 2023 2024 2025 Operating 594,124,375 670,620,443 736,176,677 912,653,919 1,056,789,205 expenses

The Company's operating expenses for the years ended December 31, 2021, 2022, 2023, 2024, and 2025 amounted to Rp. 594.12 billion, Rp. 670.62 billion, Rp. 736.18 billion, Rp. 912.66 billion, and Rp. 1.06 trillion, or as a percentage of sales, 27% in 2021, 26% in 2022, 25% in 2023, 26% in 2024, and 26% in 2025.

 Corporate income tax is calculated based on the Company's tax regulation at 22% in 2021 and at 20% starting on 2022-2025.

 Net income / (loss) based on the above assumptions are as follows

(in Thousand Rupiah) 2021 2022 2023 2024 2025 Profit (loss) for 18,564,018 89,567,673 188,736,969 233,114,162 303,457,601 the period

The Company's profit (loss) for the current period for the years ended December 31, 2021, 2022, 2023, 2024, and 2025 amounted to Rp. 18.56 billion, Rp. 89.57 billion, Rp. 188.74 billion, Rp. 233.11 billion, and Rp. 303.46 billion.

- Financial Position Projection:

PT MANDOM INDONESIA Tbk. STATEMENT OF FINANCIAL POSITION PROJECTION AS OF DECEMBER 31, 2021 TO DECEMBER 31, 2025 CONDITION OF NOT CONDUCTING TRANSACTION (In Thousand Rupiah)

2021 2022 2023 2024 2025 ASSETS - - - - - CURRENT ASSETS Cash and cash equivalents 581,118,069 624,974,610 738,562,792 838,811,762 971,932,273 Other financial assets - current 291,274 291,274 291,274 291,274 291,274 Account Receivable 336,095,421 389,404,230 446,495,187 527,649,877 612,598,942 Other Receivable 1,620,388 1,620,388 1,620,388 1,620,388 1,620,388 Inventories 511,215,656 572,806,166 633,858,679 731,871,977 837,824,138 Prepaid Taxes 3,836,585 3,836,585 3,836,585 3,836,585 3,836,585 Advances 1,150,906 1,150,906 1,150,906 1,150,906 1,150,906 Prepaid expenses 6,745,285 6,745,285 6,745,285 6,745,285 6,745,285

Total Current Assets 1,442,073,584 1,600,829,444 1,832,561,095 2,111,978,053 2,435,999,790

NON-CURRENT ASSETS Other Receivable 361,514 361,514 361,514 361,514 361,514 Prepaid expenses 61,667 61,667 61,667 61,667 61,667 Deferred Tax Assets - Net 51,903,964 51,903,964 51,903,964 51,903,964 51,903,964 Fixed Assets 797,356,244 768,990,021 757,744,772 743,171,098 749,033,356 Estimated claim for tax refund 26,811,624 26,811,624 26,811,624 26,811,624 26,811,624 Computer Software 29,947,016 20,407,016 20,367,016 17,367,016 21,367,016 Right of use assets 6,885,742 1,385,742 - - - Guarantee Deposits 8,800,896 8,800,896 8,800,896 8,800,896 8,800,896

Total Non-Current Assets 922,128,666 878,722,443 866,051,452 848,477,779 858,340,037 TOTAL ASSETS 2,364,202,251 2,479,551,888 2,698,612,547 2,960,455,832 3,294,339,827

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2021 2022 2023 2024 2025 LIABILITIES AND EQUITY CURRENT LIABILITIES Due to related parties - - - - - Account Payables 65,943,050 73,887,772 81,763,096 94,406,088 108,073,136 Other Payables - Third Parties 11,932,134 11,932,134 11,932,134 11,932,134 11,932,134 Taxes Payable 6,405,248 6,405,248 6,405,248 6,405,248 6,405,248 Accrued expenses 57,013,463 57,013,463 57,013,463 57,013,463 57,013,463 Prepaid revenue - - - - - Short Term lease liabilities - Right of use 4,695,180 2,128,986 - - - Total Current Liabilities 145,989,075 151,367,603 157,113,941 169,756,933 183,423,981

NON-CURRENT LIABILITIES

Employee benefit Obligation 328,135,560 351,105,049 375,682,402 391,768,532 408,527,878 Long term lease liabilities - Right of use Assets 2,566,053 - - - - Bank Loan - - - - - Customer Deposits 2,960,626 2,960,626 2,960,626 2,960,626 2,960,626

Total Non-Current Liabilities 333,662,239 354,065,675 378,643,028 394,729,158 411,488,505

TOTAL LIABILITIES 479,651,313 505,433,278 535,756,969 564,486,091 594,912,485

EQUITY Capital Stock 100,533,334 100,533,334 100,533,334 100,533,334 100,533,334 Additional Paid-in capital 188,531,611 188,531,611 188,531,611 188,531,611 188,531,611 Investment revaluation 160,339 160,339 160,339 160,339 160,339 Retained Earning 1,595,325,654 1,684,893,327 1,873,630,296 2,106,744,458 2,410,202,059 Total Equity 1,884,550,937 1,974,118,610 2,162,855,578 2,395,969,741 2,699,427,342

TOTAL LIABILITIES AND EQUITY 2,364,202,251 2,479,551,888 2,698,612,547 2,960,455,832 3,294,339,827

 The Company's total assets as of December 31, 2021, 2022, 2023, 2024, and 2025 are Rp. 2.36 billion, Rp. 2.48 billion, Rp. 2.70 billion, Rp. 2.96 billion, and Rp. 3.29 billion. The increase in the Company's assets every year is due to an increase in the Company's cash and cash equivalents, trade receivables, and inventories.

 Depreciation of fixed asset is based on its estimated economic life and is depreciated in accordance with applicable accounting principles.

 Average collection of accounts receivable in 55 days..

 Average inventory turnover in 116 days.

 The Company's total liabilities as of December 31, 2021, 2022, 2023, 2024, and 2025 are Rp. 476.65 billion, Rp. 505.43 billion, Rp. 535.76 billion, Rp. 564.49 billion, Rp. 594.91 billion. The increase in the Company's liabilities each year is due to changes in the Company's trade payables and post-employment benefits liabilities.

 Average payment of account payable is in 15 days.

 The Company's total equity as of December 31, 2021, 2022, 2023, 2024, and 2025 is Rp. 1.88 billion, Rp. 1.97 billion, Rp. 2.16 billion, Rp. 2.39 billion, Rp. 2.70 billion. The increase in PTA equity every year is due to the profit earned by the Company.

b. Assumptions on Projections in the Condition of Conducting Transaction

In the condition of Conducting Transaction, it is assumed that as of the Cut-off Date, the Transaction has been done.

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- Comprehensive Income Projection:

PT MANDOM INDONESIA Tbk. STATEMENT OF FINANCIAL POSITION PROJECTION FOR THE YEAR ENDED AS DECEMBER 31, 2021 TO 2025 CONDITION OF CONDUCTING TRANSACTION (In Thousand Rupiah) 2021 2022 2023 2024 2025 12.97% 16.29% 14.97% 18.49% 16.30% NET SALES 2,247,066,084 2,613,216,259 3,004,377,015 3,559,839,752 4,139,986,292

COST OF GOODS SOLD 1,621,770,368 1,820,267,737 2,018,274,971 2,335,029,884 2,676,649,710 625,295,715 792,948,522 986,102,044 1,224,809,868 1,463,336,582

TOTAL OPERATING EXPENSES 607,044,524 683,694,448 751,266,301 931,384,697 1,079,160,501

PROFIT (LOSS) FROM OPERATION 18,251,191 109,254,074 234,835,743 293,425,171 384,176,082

Other income 1,118,537 6,518,537 10,018,537 12,918,537 15,798,537

PROFIT (LOSS) BEFORE TAX 19,369,728 115,772,611 244,854,280 306,343,707 399,974,619

Income Tax Expense (4,261,340) (23,154,522) (48,970,856) (61,268,741) (79,994,924)

PROFIT ( LOSS) FOR THE YEAR 15,108,388 92,618,089 195,883,424 245,074,966 319,979,695

 The Company's sales in the condition of Conducting the Transaction is assumed as follows: (in thousand Rupiah) 2021 2022 2023 2024 2025 Sales 2,247,066,084 2,613,216,259 3,004,377,015 3,559,839,752 4,139,986,292

The Company's sales for the years ended December 31, 2021, 2022, 2023, 2024, and 2025 amounted to Rp. 2.25 trillion, 2.6 trillion, 3 trillion, 3.56 trillion, and 4.14 trillion assuming an average annual increase of 15.80% during 2021 – 2025

In the condition of Conducting Transactions, it is assumed that there will be an increase in sales originating from PTA sales as follows:

(in Thousand Rupiah) 2021 2022 2023 2024 2025

PTA Sales (Silky Girl 19,593,398 23,171,000 26,692,992 30,400,352 34,663,816 product unit)

PTA Sales - 9,268,400 18,536,800 32,439,400 45,322,476 import unit

 Cost of Goods sold in the condition of Conducting Transaction is assumed as follows: (in Thousand Rupiah) 2021 2022 2023 2024 2025 Cost of Goods 1,621,770,368 1,820,267,737 2,018,274,971 2,335,029,884 2,676,649,710 Sold

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Cost of goods sold for the years ended December 31, 2021, 2022, 2023, 2024 and 2025 amounted to Rp. 1.62 trillion, Rp. 1.82 trillion, Rp. 2.02 trillion, Rp. 2.34 trillion, and Rp. 2.68 trillion or as a percentage of sales is 72% in 2021, 70% in 2022, 67% in 2023, 66% in 2024, and 65% in 2025.

It is assumed that there is an increase in the cost of goods sold in the condition of Conducting Transactions originating from the cost of goods sold of PTA as follows:

(in thousand Rupiah) 2021 2022 2023 2024 2025

COGS (Silky Girl 11,122,080 11,400,132 12,883,076 14,606,998 16,636,778 product unit)

COGS (import - 4,170,780 8,341,560 14,569,508 20,344,138 unit)

 Operating expenses in the condition of Conducting Transactions are assumed as follows:

(in thousand Rupiah) 2021 2022 2023 2024 2025 Operating 607,044,524 683,694,448 751,266,301 931,384,697 1,079,160,501 expenses

The Company's operating expenses for the years ended December 31, 2021, 2022, 2023, 2024, and 2025 amounted to Rp. 607.04 billion, Rp. 683.69 billion, Rp. 751.27 billion, Rp. 931.38 billion, and Rp. 1.08 trillion, or as a percentage of sales, 27% in 2021, 26% in 2022, 25% in 2023, 26% in 2024, and 26% in 2025.

 Corporate income tax is calculated based on the Company's tax regulation at 22% in 2021 and at 20% starting on 2022-2025.

 Net income / (loss) based on the above assumptions are as follows

(in thousand Rupiah) 2021 2022 2023 2024 2025 Profit (loss) for 15,108,388 92,618,089 195,883,424 245,074,966 319,979,695 the period

The Company's profit (loss) for the current period for the years ended December 31, 2021, 2022, 2023, 2024, and 2025 amounted to Rp. 15.11 billion, Rp. 92.62 billion, Rp. 195.88 billion, Rp. 245.07 billion, and Rp. 319.98 billion.

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- Financial Position Projection: PT MANDOM INDONESIA Tbk. STATEMENT OF FINANCIAL POSITION PROJECTION AS OF DECEMBER 31, 2021 TO DECEMBER 31, 2025 CONDITION OF CONDUCTING TRANSACTION (In Thousand Rupiah)

2021 2022 2023 2024 2025 ASSETS - - - - - CURRENT ASSETS Cash and cash equivalents 579,169,297 623,063,820 740,862,682 849,126,760 995,159,946 Other financial assets - current 291,274 291,274 291,274 291,274 291,274 Account Receivable 339,329,498 394,621,844 453,691,039 537,571,479 625,179,420 Other Receivable 1,620,388 1,620,388 1,620,388 1,620,388 1,620,388 Inventories 515,883,878 579,025,735 642,011,680 742,771,169 851,440,167 Prepaid Taxes 4,802,681 4,802,681 4,802,681 4,802,681 4,802,681 Advances 1,150,906 1,150,906 1,150,906 1,150,906 1,150,906 Prepaid expenses 6,745,285 6,745,285 6,745,285 6,745,285 6,745,285 Aset lancar lainnya 51,839 51,839 51,839 51,839 51,839 Total Current Assets 1,449,045,046 1,611,373,772 1,851,227,774 2,144,131,780 2,486,441,906

NON-CURRENT ASSETS Other Receivable 361,514 361,514 361,514 361,514 361,514 Prepaid expenses 61,667 61,667 61,667 61,667 61,667 Deferred Tax Assets - Net 51,903,964 51,903,964 51,903,964 51,903,964 51,903,964 Fixed Assets 796,481,244 768,140,021 756,919,772 742,271,098 747,958,356 Estimated claim for tax refund 26,811,624 26,811,624 26,811,624 26,811,624 26,811,624 Computer Software 29,947,016 20,407,016 20,367,016 17,367,016 21,367,016 Right of use assets 6,885,742 1,385,742 - - - Guarantee Deposits 8,800,896 8,800,896 8,800,896 8,800,896 8,800,896 Aset tidak lancar lainnya 114,595 114,595 114,595 114,595 114,595 Total Non-Current Assets 921,368,262 877,987,039 865,341,047 847,692,374 857,379,632 TOTAL ASSETS 2,370,413,308 2,489,360,811 2,716,568,821 2,991,824,154 3,343,821,538

2021 2022 2023 2024 2025 LIABILITIES AND EQUITY CURRENT LIABILITIES Due to related parties - - - - - Account Payables 66,515,456 74,656,647 82,777,736 95,769,155 109,780,385 Other Payables - Third Parties 27,808,392 27,808,392 27,808,392 27,808,392 27,808,392 Taxes Payable 6,483,552 6,483,552 6,483,552 6,483,552 6,483,552 Accrued expenses 57,013,463 57,013,463 57,013,463 57,013,463 57,013,463 Prepaid revenue - - - - - Short Term lease liabilities - Right of use assets 4,695,180 2,128,987 - - - Non current liabilities - current portion Lease liabilities - - - - - Total Current Liabilities 162,516,043 168,091,041 174,083,143 187,074,562 201,085,792

NON-CURRENT LIABILITIES Employee benefit Obligation 328,835,560 351,855,049 376,482,402 392,768,532 409,527,878 Long term lease liabilities - Right of use Assets 2,566,053 - - - - Bank Loan - - - - - Customer Deposits 2,960,626 2,960,626 2,960,626 2,960,626 2,960,626

Total Non-Current Liabilities 334,362,239 354,815,675 379,443,028 395,729,158 412,488,504

TOTAL LIABILITIES 496,878,282 522,906,716 553,526,171 582,803,719 613,574,297

EQUITY Capital Stock 100,533,334 100,533,334 100,533,334 100,533,334 100,533,334 Additional Paid-in capital 180,164,196 180,164,196 180,164,196 180,164,196 180,164,196 Investment revaluation 160,339 160,339 160,339 160,339 160,339 Retained Earning 1,591,870,024 1,684,488,112 1,880,371,536 2,125,446,502 2,445,426,197 Total Equity 1,872,727,893 1,965,345,981 2,161,229,405 2,406,304,371 2,726,284,066 Kepentingan Non Pengendali 807,134 1,108,114 1,813,245 2,716,064 3,963,176 TOTAL LIABILITIES AND EQUITY 2,370,413,308 2,489,360,811 2,716,568,821 2,991,824,154 3,343,821,538

 The Company's total assets as of December 31, 2021, 2022, 2023, 2024, and 2025 are Rp. 2.37 billion, Rp. 2.49 billion, Rp. 2.72 billion, Rp. 2.99 billion, and Rp. 3.34 billion. The increase in the Company's assets every year is due to an increase in cash and cash equivalents, trade receivables, inventories of the Company, and because of the consolidated financial statements of PTA for the condition of Conducting Transactions..

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 Depreciation of fixed asset is based on its estimated economic life and is depreciated in accordance with applicable accounting principles.

 Average collection of accounts receivable in 55 days..

 Average inventory turnover in 116 days.

 The Company's total liabilities as of December 31, 2021, 2022, 2023, 2024, and 2025 are Rp. 496.88 billion, Rp. 522.91 billion, Rp. 553.53 billion, Rp. 582.80 billion, Rp. 613.57 billion. The increase in the Company's liabilities each year is due to changes in trade payables, the Company's post-employment benefits liabilities, and because of the consolidated financial statements of PTA for the condition of Conducting Transactions.

 Average payment of account payable is in 15 days.

 The Company's total equity as of December 31, 2021, 2022, 2023, 2024 and 2025 is Rp. 1.87 billion, Rp. 1.96 billion, Rp. 2.16 billion, Rp. 2.41 billion, Rp. 2.73 billion. The increase in PTA equity every year is due to the profits obtained by the Company in the condition of Conducting Transactions

Sales conditions in 2021 are still not encouraging because in addition to the impact of the Covid-19 pandemic, there are also several influencing factors, such as the constraints on the import process due to pandemic conditions so that inventories run low while demand in the market is quite good. This condition is temporary and has tried to be resolved through discussions with the company in Malaysia. Therefore, it is hoped that the product delivery process will improve in Semester 2- 2021.

In terms of COGS, in relation to the discussion process regarding the decline in purchase prices from the parties in Malaysia, up to quarter 1-2021, the actual COGS still exceeded the target. However, in early April 2021, it was agreed that there would be a decrease in the purchase price of inventories which will be implemented starting in the 2nd-2021 quarter so that the COGS is expected to be in line with the target. Meanwhile, in terms of operational costs, efficiency efforts are still being carried out to minimize the cost

Improvement of stock availability, recovery of consumer demand, improvement of COGS level and efficiency of operational costs, all of which are expected to support PTA to record performance in accordance with the target this year .

C.3. Financial Ratio Analysis

In the following table, we can see a comparison of financial conditions and ratios based on The Company's projections if it does not conduct transactions and conduct transactions:

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a. Not Conducting Transaction

2021 2022 2023 2024 2025

Cash and cash equivalent 581,118 624,975 738,563 838,812 971,932 (Rp.000.000) Non Current Assets 922,129 878,722 866,051 848,478 858,340 (Rp.000.000) Current Liabilities 145,989 151,368 157,114 169,757 183,424 (Rp.000.000) Non Current Liabilities 333,662 354,066 378,643 394,729 411,489 (Rp.000.000) Net income / (loss) for the period 18,564 89,568 188,737 233,114 303,458 (Rp.000.000) Current Ratio 9.88 10.58 11.66 12.44 13.28 Return on Sales (%) 0.83 3.47 6.38 6.67 7.47 Return on Assets (%) 0.79 3.61 6.99 7.87 9.21 Return on Equity (%) 0.99 4.54 8.73 9.73 11.24

b. Conducting Transaction

2021 2022 2023 2024 2025

Cash and cash equivalent 579,169 623,064 740,863 849,127 995,160 (Rp.000.000) Non Current Assets 921,368 877,987 865,341 847,692 857,380 (Rp.000.000) Current Liabilities 162,516 168,091 174,083 187,075 201,086 (Rp.000.000) Non Current Liabilities 334,362 354,816 379,443 395,729 412,489 (Rp.000.000) Net income / (loss) for the period 15,108 92,618 195,883 245,075 319,980 (Rp.000.000) Current Ratio 8.92 9.59 10.63 11.46 12.37 Return on Sales (%) 0.67 3.54 6.52 6.88 7.73 Return on Assets (%) 0.64 3.72 7.21 8.19 9.57 Return on Equity (%) 0.81 4.71 9.06 10.18 11.74

Based on the table above, it can be seen that The Company's financial projections are better in the condition of Conducting Transaction, especially in net profit and profitability ratios.

The Company's financial projection can be seen on Appendix A-5 and A-6 for the condition of Not Conducting Transaction and Appendix B-5 and B-6 for the condition of Conducting Transaction.

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C.4. Analysis of Financial Statements in the Condition of Not Conducting Transaction and Proforma Financial Statement in the Condition of Conducting Transaction

The following table shows an overview of The Company's consolidated statement of financial position in the condition of Not Conducting Transaction and the condition of Conducting Transaction .

Summary of Important Financial Data Consolidated Proforma Balance Sheet PT Mandom Indonesia Tbk As of December 31st, 2020

(dalam ribuan Rupiah) PROFORMA Sebelum Keterangan Penyesuaian Setelah Transaksi Transaksi ASSETS Current Assets Cash and cash equivalent 457,984,351 1,801,242 459,785,593 Other financial asset 3,251,900 3,251,900 Trade receivables - related parties 327,795,909 327,795,909 Trade receivables - third parties 14,038,592 1,229,036 15,267,628

Other receivables, net 1,620,388 1,620,388 Inventories 527,537,794 5,383,512 532,921,306 Advances 1,150,906 1,150,906 Prepaid expenses 6,745,285 6,745,285 Prepaid taxes 3,836,585 966,096 4,802,681 Other current assets - 51,839 51,839 Total Current Assets 1,343,961,710 9,431,725 1,353,393,435 Non Current Assets Other receivables 361,514 361,514 Prepaid expenses - net of current portion 61,667 61,667 Estimated claim of tax refund 26,811,624 26,811,624 Deferred tax asset 51,903,964 51,903,964 Fixed Asset 822,015,924 1,931,310 823,947,234 Computer Software 48,487,016 48,487,016 Right of use asset 12,385,742 12,385,742 Guaranteed deposit 8,800,896 8,800,896 Other non current asset - 114,595 114,595

Total Non Current Asset 970,828,347 2,045,905 972,874,252

Total Asset 2,314,790,057 11,477,630 2,326,267,687

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PROFORMA Sebelum Keterangan Penyesuaian Setelah Transaksi Transaksi

LIABILITIES AND EQUITY

Current Liabilities

Trade payables - related parties 5,228,609 5,228,609 Trade payables - third parties 45,812,541 553,660 46,366,201 Other payables - third parties 11,932,134 15,876,258 27,808,392 Taxes payable 6,405,248 78,304 6,483,552 Accruals - related parties 10,962,769 10,962,769 Accruals - third parties 46,050,694 46,050,694 Lease liabilities, current portion 4,695,180 4,695,180

Total Current Liabilities 131,087,175 16,508,222 147,595,397

Non-Current Liabilities

Employee benefit liabilities 306,668,747 3,336,858 310,005,605 Lease liabilities, non-current portion 8,086,588 8,086,588 Customer deposits 2,960,626 2,960,626

Total Non-Current Liabilities 317,715,961 3,336,858 321,052,819

Equity

Paid-up Capital 100,533,334 100,533,334 Additional Paid-in Capital 188,531,611 (8,367,416) 180,164,195 Listed Equity Securities Revaluation 160,339 160,339 Retained Earnings 1,576,761,636 1,576,761,636 1,865,986,921 (8,367,416) 1,857,619,505

Minority Interest (34) (34)

Equity 1,865,986,921 (8,367,450) 1,857,619,471

Total Liabilities and Equity 2,314,790,057 11,477,630 2,326,267,687

A brief analysis of the conditions and impact on the Company's consolidated statement of financial position proforma is as follows:

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Current Assets

 The Company's cash and cash equivalents increased by Rp. 1.80 billion due to the consolidation of PTA's cash and cash equivalents to the Company's financial statements

 The Company's trade receivables increased by Rp. 1.23 billion due to the consolidation of PTA's trade receivables to the Company's financial statements

 The Company's inventories increased by Rp. 5.38 billion due to the consolidation of PTA inventory to the Company's financial statements

 The Company's prepaid taxes increased by Rp. 0.97 billion due to the consolidation of PTA prepaid taxes on the Company's financial statements

 Other current assets of the Company increased by Rp. 0.05 billion due to the consolidation of other current assets from PTA to the Company's financial statements

 Thus, in total, the Company's current assets increased by Rp. 9.43 billion

Non Current Asset

 The Company's fixed assets increased by Rp. 1.93 billion due to the consolidation of PTA's fixed assets to the Company's financial statements

 Other non-current assets of the Company increased by Rp. 0.11 billion due to the consolidation of PTA's non-current assets to the Company's financial statements

 Thus, the total non-current assets of the Company increased by Rp. 2.05 billion

Current Liabilities

 The Company's trade payables increased by Rp. 0.55 billion due to the consolidation of PTA's trade payables to the Company's financial statements

 The Company's other payables increased by Rp. 15.88 billion due to the consolidation of PTA's other debts to the Company's financial statements

 The Company's tax payable increased by Rp. 0.08 billion due to the consolidation of PTA's tax debt to the Company's financial statements

 So that in total, the Company's short-term liabilities increased by Rp. 16.51 billion

Non Current Liabilities

 The Company's employee benefits liability increased by Rp. 3.34 billion due to the consolidation of PTA's employee benefits liability to the Company's financial statements

 Thus, in total, the Company's long-term liabilities increased by Rp. 3.34 billion due to the consolidation of PTA to the Company's financial statements

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C.5. Cash Flow Valuation

Not Conducting Transaction

PT MANDOM INDONESIA Tbk. NET CASH FLOW (NCF) AND PRESENT VALUE NET CASH FLOW (PV NCF) CONDITION OF NOT CONDUCTING TRANSACTION (in Thousand Rupiah)

TERMINAL Description 2021 2022 2023 2024 2025 VALUE

Projection of Net Profit 18,564,018 89,567,673 188,736,969 233,114,162 303,457,601 Added by : Depreciation and Amortisation 172,276,680 163,038,223 167,302,992 175,502,873 188,200,782 Deducted by : Changes in working capital cash and cash equivalents) 39,923,743 (109,520,791) (112,397,132) (166,524,995) (177,234,179) Capex (123,577,000) (119,632,000) (154,632,000) (157,929,200) (198,063,040) - - - - - Net Cash Flow (NCF) 107,187,441 23,453,105 89,010,828 84,162,841 116,361,164 Terminal Valu 3.0% 1,330,743,149 Discount Fact11.99% 0.892965458 12.01% 0.7972451 0.7117853 0.6354863 0.5673661 0.5673661

95,714,682 18,697,872 63,356,598 53,484,332 66,019,377 755,018,519

Present Value Net Cash Flow (PV NCF) 1,052,291,381 AS of DECEMBER 31,2020

Conducting Transaction

PT MANDOM INDONESIA Tbk. NET CASH FLOW (NCF) AND PRESENT VALUE NET CASH FLOW (PV NCF) CONDITION OF CONDUCTING TRANSACTION (in Thousand Rupiah)

TERMINAL De s cr iption 2021 2022 2023 2024 2025 VALUE

Projection of Net Profit 15,108,388 92,618,089 195,883,424 245,074,966 319,979,695 Added by : Depreciation and Amortisation 174,076,680 163,938,223 168,202,992 176,502,873 189,300,782 Deducted by : Changes in w orking capital cash and cash equivalents) 38,652,738 (112,859,205) (116,063,037) (171,648,510) (182,265,709) Capex (124,502,000) (120,557,000) (155,557,000) (158,854,200) (198,988,040) - - - - - Net Cash Flow (NCF) 103,335,806 23,140,107 92,466,378 91,075,129 128,026,728 Terminal Value 3.0% 1,464,154,232 Discount Factor @ 11.99% 0.892965458 12.01% 0.7972451 0.7117853 0.6354863 0.5673661 0.5673661

92,275,305 18,448,336 65,816,208 57,876,996 72,638,022 830,711,441

Present Value Net Cash Flow (PV NCF) 1,137,766,309 AS of DECEMBER 31,2020

From the calculation of net cash flow, it can be seen that there is an increase in net profit in conditions of Conducting Transactions. The increase in capex is caused by the consolidation of the PTA's financial statements in the condition of making transactions.

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Net Cash Flow

We also calculate the net cash flow of the Company in the conditions of Conducting and Not Conducting the Transaction as can be seen in the following table:

(in million Rupiah) Terminal 2021 2022 2023 2024 2025 Value Not Conducting 107,187 23,453 89,011 84,163 116,361 1,330,743 Transaction Conducting 103,336 23,140 92,466 91,075 128,027 1,464,154 Transaction

Increase in NCF (3,852) (313) 3,456 6,912 11,666 133,411

Based on the table above, it can be seen that starting in 2023 there is an increase in the value of the Company's net cash flow, which increased by Rp. 3.46 billion, in 2024 it increased by Rp. 6.91 billion, in 2025 it increased by Rp. 11.67 billion and by looking at the terminal value, there is an increase of Rp. 133.41 billion

D. Incremental Analysis

Based on our review on the Transaction, we present the following:

a. On the basis of the analysis of net cash flows and the present value of The Company's net cash flows for the conditions of Conducting Transaction and conditions for Not Conducting Transaction, we can the followings:

Analysis on Net Cash Flow (NCF)

(in million Rupiah)

Terminal 2021 2022 2023 2024 2025 Value

Not Conducting 107,187 23,453 89,011 84,163 116,361 1,330,743 Transaction

Conducting 103,336 23,140 92,466 91,075 128,027 1,464,154 Transaction

Increment (3,852) (313) 3,456 6,912 11,666 133,411 in NCF

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Analysis on Present Value of Net Cash Flows (PVNCF)

Based on the projection of The Company's cash flow up to 2025, The Company's cash position in the condition of Conducting Transaction provides a better condition for the long term, in which based on the calculation of Present Value of Net Cash Flow (PVNCF) that we have done, the present value of net cash flows in the condition of Conducting Transaction is amounted to Rp.1,137,766,309,000.

Meanwhile, for the condition of Not Conducting Transaction, the present value of net cash flow is Rp.1,052,291,381,000, therefore there is an excess of Rp.85,474,928,000. Therefore, based on the analysis of Present Value of Net Cash Flows, the Transaction provides added value to the Company.

Analysis on NCF and PVNCF may be seen on Appendix A-7 dan B-7.

Calculation of Discount Factor

To calculate PVNCF, a discount factor based on Cost of Capital (Weighter Average Cost of Capital / WACC) is used.

To calculate the Cost of Capital, the Weighted Average Cost of Capital (WACC) will be calculated based on the Cost of Equity using the calculation of the Capital Asset Pricing Model (CAPM), with the following formula:

E (Ri) = Rf + B (RPm)

E (Ri) = Expected return (Cost of Equity) Rf = Risk free rate B = Beta RPm = Equity risk premium Ds = Default spread

To calculate Cost of Equity, the following data are used:

 Risk free rate is determined based on the yield of Indonesian Government Bonds in Rupiah as of December 31, 2020 with a maturity of 30 years, which is 7.10%;

 Equity Risk Premium is based on data from Damodaran for Indonesia as an emerging market in 2020 of 6.56% and a Default Spread for Indonesia as an emerging market of 1.68% as an adjustment factor of the Risk Free Rate because it uses the Equity Risk Premium from Damodaran; and

 Beta are based on the beta from Damodaran for the Household Products industry. Based on this data, the unlevered beta is 1.00 and the Debt to Equity Ratio is 6.92%.

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The tax rate used for 2021 is 22% and for 2022 onwards it is 20%, with beta levered and Cost Equity as follows:

Tax Rate Levered Beta Cost of Equity 22% 1.05 12.34% 20% 1.06 12.35%

On the basis of this Cost of Equity and taking into account the cost of debt of 8.87% and the ratio between debt and equity of 6.47% to 93.53%, Cost of Capitals will be obtained based on the WACC calculation as follows:

Tax Rate Cost of Equity WACC 22% 12.34% 11.99% 20% 12.35% 12.01%

D.1. Contribution of Added Value

The impact of the Transaction on the Company's financial projections is as follows:

a. Not Conducting Transaction

2021 2022 2023 2024 2025

Return on Assets (%) 0.79 3.61 6.99 7.87 9.21

Return on Equity (%) 0.99 4.54 8.73 9.73 11.24

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b. Conducting Transaction

2021 2022 2023 2024 2025 Cash and cash equivalent 579,169 623,064 740,863 849,127 995,160 (Rp.000.000) Non Current Assets 921,368 877,987 865,341 847,692 857,380 (Rp.000.000) Current Liabilities 162,516 168,091 174,083 187,075 201,086 (Rp.000.000) Non Current Liabilities 334,362 354,816 379,443 395,729 412,489 (Rp.000.000) Net income / (loss) for the period 15,108 92,618 195,883 245,075 319,980 (Rp.000.000) Current Ratio 8.92 9.59 10.63 11.46 12.37 Return on Sales (%) 0.67 3.54 6.52 6.88 7.73 Return on Assets (%) 0.64 3.72 7.21 8.19 9.57 Return on Equity (%) 0.81 4.71 9.06 10.18 11.74

Based on the table above, it can be seen that The Company's financial projections are better in the condition of Conducting Transaction, especially in net profit and profitability ratios.

The Company's financial projection can be seen on Appendix A-5 and A-6 for the condition of Not Conducting Transaction and Appendix B-5 and B-6 for the condition of Conducting Transaction.

In addition, added value from the Transaction may also be observerd based on the comparison between Present Value of Net Cash Flows of The Company in the condition of Conducting Transaction and Not Conducting Transaction, which may be seen on the following table:

Present Value Condition Net Cash Flows Conducting Transaction - in thousand Rupiah 1,137,766,309 Not Conducting Transaction - in thousand Rupiah 1,052,291,381 Increment in Present Value of Net Cash Flows 85,474,928

Based on the analysis of The Company's net cash flows as shown in the table above, the present value of The Company's net cash flows in the condition of Conducting Transaction is higher by Rp.85,474,928,000 than in the condition of Not Conducting Transaction.

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D.2. Relevant Costs from the Transaction

The relevant costs of the Transaction are in the form of costs incurred in the process of carrying out the Transaction including professional services and publication fees in newspapers in order to comply with POJK 17 and POJK 42.

D.3. Relevant Non Financial Information

The production process is one of the most important aspects in carrying out the Company's business activities, where the Company has 2 production facilities located in MM2100 Industrial Estate, Bekasi. The factory which is located on Jalan Irian Blok PP is a location for the manufacturing of products starting from mixing raw materials, filling to packaging. Meanwhile, the factory which is located on Jalan Jawa Blok J-9 is a plastic packaging production and logistics center. The location of the two factories which are located within one industrial estate makes the production process even more efficient and effective

The following graph represent the group structure of The Company:

Mandom Corporation

62.91% 100%

PT Mandom Indonesia ACG International Sdn. Bhd. Tbk

100% Alliance Cosmetics Pte. Ltd.

0.43% 99.56%

PT Alliance Cosmetics

In accordance with Article 3 of the Company's articles of association, the Company produces products in the form of cosmetics, fragrances, cleaning materials and plastic packaging including raw materials.

The Company's products are marketed both domestically and overseas

D.4. Decision Making Procedure by The Company in Determining the Plan and Value of the Transaction with Due Observance of Other Alternatives

The decision-making procedure by the Company in determining transactions and transaction value with due observance of other alternatives is that decisions are made by the Board of Directors with the approval of the Company's Board of Commissioners. Proposed Transaction and transaction value contain easy, transparent and accountable requirements that the Company can fulfill in accordance with the prevailing laws and regulations.

Other alternatives to the Proposed Transaction, if it is carried out with other parties, has been explored and studied by the Company but does not meet the requirement of The Company's future business plan, so those other alternatives transaction plans cannot be implemented. 56

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D.5. Other Material Factors

Subsequent Event that occurred after the Cut-off Date

Based on the information from PTA management, based on Notary Deed No. 2 dated March 1, 2021, of Irene Yulia, S.H., a Notary in Jakarta, and as also stated in Note No. 11 of PTA's audited financial statement as of December 31, 2020, there have been an increase in authorized, subscribed and paid up capital amounting to 16,500,000 shares with a nominal value of Rp. 16,500,000,000, subscribed by ACGI, therefore the shareholders of PTA becomes as follows: :

Subscribed Ownership Shareholders No of Shares Capital (%) ACG International Sdn. Bhd. 224,738,267 224,738,267,000 99.593 Alliance Cosmetics Pte. Ltd. 909,216 909,216,000 0.403 Alliance Cosmetics Sdn. Bhd. 10,000 10,000,000 0.004 Total 225,657,483 225,657,483,000 100.00

Based on article 49 POJK 35 regarding subsequent events, it is stated as follows:

1. Subsequent Events after cut-off date are events related to the valuation object both known as well as worth knowing up to the date of the report

2. Subsequent events cannot be used to update the result of the valuation

3. If the subsequent event contains information that can affect the value of the valuation object, the valuer must disclose its nature and impact in the valuation report

4. The disclosure of the subsequent events as referred to in point 1) and 3) must clearly indicate that the disclosure is not intended to affect the determination of the value at the cut-off date of the valuation

E. Analysis on the Fairness of Transaction Value

E.1. Comparison of Transaction Value with Valuation Results

Based on the share valuation report of PTA that we have issued with the report File No 00044/2.0007-00/BS/04/0027/1/VI/2021 dated 8 June 2021, the market value of the Object of Transaction per share is Rp. 36.72, while based on the Draft Sales and Purchase Agreement, the transaction will be carried out at a price per share amounting to Rp 36.72. Therefore, the Transaction Value is carried out at its Market Value. And Thus, the upper and lower limits of the value range are 0%

The Company will take over PTA shares owned by ACGI and ACS as of December 31, 2020 totaling 209,147,483 shares which valuation have been conducted by us with a Market Value of 209,147,483 shares amounting to Rp. 7,679,895,576.

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Valuation as of December 31, 2020

Valuation Result of KJPP STH for 209.157.483 shares owned by Rp. 7,680,263,000 ACGI and ACS (100% ownership)

No of PTA Shares as of December 31, 2020 209,157,483 saham Market Value per Share Rp. 36.72/saham

Calculation of Transaction Price

No of Share Acquisition as of December 31 2020 which will be 209,147,483 saham acquired by The Company

Price per Share Rp. 36.72/saham Transaction Price Rp. 7,679,895,576

E.2. Analysis to Ensure that the Proposed Transaction Value Provides Added Value

The added value of the Transaction can be seen based on the comparison of the Present Value of the Company's Net Cash Flows in the conditions of Conducting and Not Conducting the Transaction, as can be seen in the following table:

Present Value of Net Condition Cash Flow Conducting Transaction – In Thousand Rupiah 1,137,766,309 Not Conducting Transaction - In Thousand Rupiah 1,052,291,381 Value difference – In Thousand Rupiah 85,474,928

Based on the analysis of the Company's net cash flow as shown in the table above, the present value of the Company's net cash flow in the condition of Conducting Transaction is higher by Rp.85,474,928,000 than in the conditions of Not Conducting Transaction

E.2.Analysis on the Fairness of Transaction Value to Ensure that the Transaction Value is within the range of Values obtained from the Valuation Results

Based on the share valuation report of PTA that we have issued with the report File No 00044/2.0007-00/BS/04/0027/1/VI/2021 dated 8 June 2021, the market value of the Object of Transaction is Rp. 7,679,895,576, while based on the Draft of Sales and Purchase Agreement, the transaction will be carried out at a price per share amounting to Rp 36.72 with a total of Rp 7,679,895,576. Therefore, the Transaction Value is carried out at its Market Value. And Thus, the upper and lower limits of the value range are 0%

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F. Transaction Fairness Analysis

On the basis of transaction analysis, qualitative and quantitative analysis, and fairness analysis of the transaction value that we have carried out in letters A to E above, we can conclude the Transaction as follows

1. PTA is a company engaging in the import and distribution of cosmetic products, toiletries and beauty products. PTA already has a general importer license and facilities from the Investment Coordinating Board (BKPM) where not all private companies engaging in the Cosmetics Wholesale Trade business sector with foreign shareholders could have easy licensing from BKPM..

2. The Company through PTA intends to diversify their business which can strengthen the Company's performance in the future. Especially with the increasingly rapid changes occuring in the market and consumer trends and the tighter competition in the Company's business category, product diversification is one of the strategies that can be taken to maintain and strengthen the Company's position in the market

3. This strategy can be implemented through products that are produced directly by the Company, produced through third parties or products imported from overseas. PTA can contribute through its import and distribution so that the Company can expand its target segmentation to a larger consumer market.

4. As companies who are both controlled by Mandom Corporation, the acquisition of PTA shares by the Company is expected to strengthen synergies among companies in the Mandom Group.

5. Based on the consolidated financial statement of the Company as of December 31, 2020 by Public Accounting Firm Imelda & Rekan and signed by Erny Sandjaja dated March 29, 2021, the followings are stated:

- The Company's equity is Rp. 1,865,986,919,439 - The Company's total aset is Rp. 2,314,790,056,002 - The Company's net profit is Rp. (54,776,587,213) - The Company's sales is Rp. 1,989,005,993,587

An acquisition and disposal transaction of a company or operating segment is categorized as a material transaction based on POJK 17 if it fulfills the following:

a. transaction value equals to 20% or more of the Company's equity;

b. the total assets of the transaction object divided by the total assets of the Company, is equal to or more than 20%;

c. the net profit of the transaction object divided by the net profit of the Company is equal to or more than 20%;

d. the sales of the transaction object divided by the sales of the Company is equal to or more than 20%.

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Transaction Fullfillment Transaction Company value/ Criteria of value Equity Company Material (Rp.) (Rp.) Equity Transaction Transaction Not fullfilled value 7,679,895,576 1,865,986,919,439 0.41%

Fullfillment PTA The Company PTA / The Criteria of (Rp.) (Rp.) Company Material Transaction Total Assets 19,157,526,000 2,314,790,056,002 0.83% Not fulfilled

Net Profit (45,689,048,000) 83.41% Fullfilled (54,776,587,213) Revenue (3,972,307,000) 1,989,005,993,587 (0.20)% Not Fullfilled

6. Transaction are also affiliated transactions as defined in POJK 42. The parties involved in this Transaction are companies that are controlled, either directly or indirectly by the same party, in this case Mandom Corporation. Based on the explanation by the Company's management, this Transaction is not a conflict of interest transaction. Therefore, considering that the Transaction is a material transaction that is also an affiliated Transaction, the Company is required to obtain approval from independent shareholders at the GMS, announce disclosure of information related to the Transaction to the public at the same time as the announcement of the GMS, provide related data to shareholders, and submit proof of disclosure of information and its supporting documents to OJK. The time period between the valuation cut-off date and the date of the GMS should not exceed 6 (six) months. Therefore, the fairness opinion for this Transaction is necessary in compliance with POJK 17 and POJK 42.

7. Based on the share valuation report of PTA that we have issued with the report File No 00044/2.0007-00/BS/04/0027/1/VI/2021 dated 8 June 2021, the market value of the Object of Transaction is Rp. 7,679,895,576, while based on the Draft of Sales and Purchase Agreement, the transaction will be carried out at a price per share amounting to Rp 36.72 with a total of Rp 7,679,895,576. Therefore, the Transaction Value is carried out at its Market Value. And Thus, the upper and lower limits of the value range are 0%

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Valuation as of December 31, 2020

Valuation Result of KJPP STH for 209.157.483 shares owned by Rp. 7,680,263,000 ACGI and ACS (100% ownership) No of PTA Shares as of December 31, 2020 209,157,483 saham Market Value per Share Rp. 36.72/saham

Calculation of Transaction Price

No of Share Acquisition as of December 31 2020 which will be 209,147,483 saham acquired by The Company Price per Share Rp. 36.72/saham Transaction Price Rp. 7,679,895,576

8. The benefits and advantages of conducting the Transactions for the Company are as follows:

9. The impact of the Transaction on the Company’s financial projection is as follows :

Analysis Net Cash Flow (Net Cash Flow - NCF) (in milllion Rupiah) Terminal

2021 2022 2023 2024 2025 Value Not Conducting 107,187 23,453 89,011 84,163 116,361 1,330,743 Transaction Conducting 103,336 23,140 92,466 91,075 128,027 1,464,154 Transaction Incerement (3,852) (313) 3,456 6,912 11,666 133,411 in NCF

Analysis Added Value

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FINAL CONCLUSION

On the basis of fairness analysis which includes transaction analysis, qualitative analysis and quantitative analysis, fairness analysis of transaction value and fairness analysis of transactions, we are of the opinion that the Transaction is fair

Best regards,

KJPP STEFANUS TONNY HARDI & REKAN

Stefanus Gunadi W, SCV, MBA Appraisal, MAPPI (Cert) Pemimpin Rekan Izin Penilai Publik No. : PB-1.08.00027 Anggota MAPPI No. : 81-S-00003 STTD OJK No. : STTD.PPB-38/PM.223/2019

Professional Services in Valuation and Financial Consultancy File No – STH – 2012 – 106 – B KJPP Stefanus Tonny Hardi & Rekan

VALUER DECLARATION

Within the limitation of our ability and confidence as Valuers, we undersigned below state that:

1. We have no interest either now or in the future against the object being analyzed for fairness, or nor do we have any personal interest or bias to other parties who have interest in the object being analyzed for fairness.

2. We are responsible of the Fairness Opinion Report that we have conducted.

3. We have conducted this professional valuation assignment based on the Cut Off Date.

4. We have made analysis for the valuation purpose as stated in the Fairness Opinion Report. All statements, analysis, opinions, and summary in this fairness opinion report, to the extent of our knowledge are true and accurate.

5. We have conducted this professional assignment in accordance with the law.

6. We have presented the result of valuation for this professional assignment as the Valuation Conclusion for the Fairness Opinion.

7. We have stated our scope of work and all analysed data in the fairness opinion report.

8. The conclusion of fairness opinion is in line with the assumptions and limiting conditions.

9. Economic and Industrial data in the fairness opinion report are derived from sources that the valuers are confident to be trusted.

10. The appointment of this assignment is not related to fairness opinions that have been agreed beforehand with the assignors.

11. Professional valuation fee is not associated with the result of valuation, the achievement of outcomes, or the existence of subsequent events that are directly related to the intended use of the valuation.

12. Business Valuers have participated in professional education requirements established / implemented by the Indonesian Society of Valuers(MAPPI).

13. Business valuers have adequate knowledge with respect to the fairness opinion.

14. No individuals other than the undersigned, are involved in the implementation of the valuation, analysis, conclusion, and opinion as stated in this fairness opinion report.

15. The analysis, opinion and conclusion made by the valuers, as well as the fairness opinion reports have been prepared in compliance with the Indonesian Valuers Code of Ethics (KEPI), Indonesian Valuation Standard ( SPI ) 2018, and Financial Service Regulation No.35 /POJK.04/2020 (POJK 35). 1

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ASSUMPTIONS AND LIMITING CONDITIONS

In preparing the fairness opinion on the Transaction, we use the following assumptions :

1. Fairness opinion report produced by business valuers provides non-disclaimer opinion.

2. . Business valuers have analysed the documents used in the valuation process

3. All data and information received by business valuers come from reliable sources

4. Business Valuers use financial projections that have been adjusted that reflect the fairness of financial projections made by management with the ability to achieve them (fiduciary duty).

5. Business valuers are responsible for the process of valuation and the fairness of financial projection, as long as no irregularities occured in the implementation.

6. The Business Valuers produces a Business Appraisal Report that is open to the public, unless there is confidential information that may affect the company's operations

7. Business valuers are responsible for the fairness opinion report and the conclusion of the fairness opinion

8. The business Valuers has obtained information on the legal status of the object of assesment from the assignor

Professional Services in Valuation and Financial Consultancy APPENDIX I

PT MANDOM INDONESIA Tbk

CONDITION OF NOT CONDUCTING PROPOSED TRANSACTION Appendix: A - 1

PT MANDOM INDONESIA Tbk. STATEMENT OF FINANCIAL POSITION AS OF DECEMBER 31, 2016 TO 2020 (In Rupiah) 31-Dec-16 31-Dec-17 31-Dec-18 31-Dec-19 31-Dec-20 ASSETS CURRENT ASSETS Cash and cash equivalents 298.563.784.107 431.573.583.550 369.170.524.762 285.755.312.130 457.984.350.641 Other financial assets - current 3.015.865.228 3.028.569.816 3.264.059.759 3.175.806.183 3.251.900.225 Account Receivable Third Parties 314.905.003.168 378.597.630.625 372.943.508.175 426.033.343.382 327.795.908.782 Related Parties 9.513.125.433 19.872.254.601 14.257.300.359 24.770.926.780 14.038.592.003 Other Receivable 33.012.916.858 2.646.918.797 3.433.372.190 2.628.618.860 1.620.388.233 Third Parties - - - - - Inventories 492.740.699.381 422.625.745.680 542.466.904.015 677.051.920.275 527.537.794.084 Prepaid Taxes 16.003.561.944 9.330.812.118 12.678.661.082 - 3.836.585.279 Advances 168.180.000 1.185.637.667 7.043.137.718 1.373.856.173 1.150.905.964 Prepaid expenses 6.559.268.368 7.617.438.688 8.170.843.126 7.401.925.525 6.745.284.558

Total Current Assets 1.174.482.404.487 1.276.478.591.542 1.333.428.311.186 1.428.191.709.308 1.343.961.709.769

NON-CURRENT ASSETS Other Receivable 1.862.618.010 1.301.910.239 1.728.025.454 974.612.696 361.514.426 Prepaid expenses 1.197.803.048 749.147.478 721.704.385 518.340.896 61.666.657 Deferred Tax Assets - Net 42.627.939.701 59.494.124.314 50.257.771.847 48.268.410.677 51.903.964.044 Fixed Assets 935.344.860.312 964.642.806.296 998.708.967.039 938.300.134.590 822.015.923.646 Estimated claim for tax refund - - - 55.365.892.322 26.811.623.598 Computer Software 22.436.364.836 51.933.576.055 50.651.611.322 70.366.701.362 48.487.015.698 Right of use assets - - - - 12.385.742.135 Guarantee Deposits 7.149.047.707 7.207.033.506 9.647.120.568 9.206.819.088 8.800.896.029 Total Non-Current Assets 1.010.618.633.614 1.085.328.597.888 1.111.715.200.615 1.123.000.911.631 970.828.346.233 TOTAL ASSETS 2.185.101.038.101 2.361.807.189.430 2.445.143.511.801 2.551.192.620.939 2.314.790.056.002

LIABILITIES AND EQUITY CURRENT LIABILITIES Due to related parties - - - - - Account Payables Related Parties 441.664.131 4.058.327.218 5.366.092.105 3.651.209.598 5.228.609.465 Third Parties 63.805.794.017 59.183.511.889 67.487.721.394 90.818.435.732 45.812.541.277 Other Payables - Third Parties 24.947.119.140 45.734.804.548 24.915.446.884 33.139.575.841 11.932.133.956 Taxes Payable 31.216.912.784 34.139.207.887 17.338.516.336 16.847.090.588 6.405.247.806 Accrued expenses Related Parties 8.660.732.500 10.927.771.415 9.654.255.688 14.373.468.662 10.962.768.556 Third Parties 91.508.161.568 105.763.222.886 106.771.810.380 97.022.970.442 46.050.694.484 Prepaid revenue - - - - Short Term lease liabilities - Right of use assets - - - - 4.695.179.931 Bank Loan - - - - - Non current liabilities - current portion Lease liabilities - - - - -

Total Current Liabilities 220.580.384.140 259.806.845.843 231.533.842.787 255.852.750.863 131.087.175.475

NON-CURRENT LIABILITIES

Employee benefit Obligation 178.637.378.908 240.909.629.347 238.167.853.116 273.301.915.731 306.668.747.288 Long term lease liabilities - Right of use Assets - - - - 8.086.587.575 Bank Loan - - - - - Customer Deposits 2.724.767.728 2.764.377.816 2.978.650.759 2.894.137.183 2.960.626.225

Total Non-Current Liabilities 181.362.146.636 243.674.007.163 241.146.503.875 276.196.052.914 317.715.961.088 TOTAL LIABILITIES 401.942.530.776 503.480.853.006 472.680.346.662 532.048.803.777 448.803.136.563

EQUITY Capital Stock 100.533.333.500 100.533.333.500 100.533.333.500 100.533.333.500 100.533.333.500 Additional Paid-in capital 188.531.610.794 188.531.610.794 188.531.610.794 188.531.610.794 188.531.610.794 Investment revaluation 160.162.000 133.256.500 154.473.500 150.733.500 160.338.500 Retained Earning 1.493.933.401.031 1.569.128.135.630 1.683.243.747.345 1.729.928.139.368 1.576.761.636.645 Total Equity 1.783.158.507.325 1.858.326.336.424 1.972.463.165.139 2.019.143.817.162 1.865.986.919.439

TOTAL LIABILITIES AND EQUITY 2.185.101.038.101 2.361.807.189.430 2.445.143.511.801 2.551.192.620.939 2.314.790.056.002

Professional Services in Valuation and Financial Consultancy Appendix: A - 2

PT MANDOM INDONESIA Tbk. STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2016 TO 2020 (In Rupiah)

31-Dec-16 31-Dec-17 31-Dec-18 31-Dec-19 31-Dec-20

7,11% -2,13% 5,87% -29,07% NET SALES 2.526.776.164.168 2.706.394.847.919 2.648.754.344.347 2.804.151.670.769 1.989.005.993.587

COST OF GOODS SOLD 1.582.456.317.914 1.699.417.758.295 1.685.791.739.001 1.873.937.759.675 1.534.276.464.935 GROSS PROFIT 944.319.846.254 1.006.977.089.624 962.962.605.346 930.213.911.094 454.729.528.652

OPERATING EXPENSES Selling expenses 557.095.829.636 568.987.731.498 548.089.824.378 510.131.022.209 338.477.541.654 General and administrative 190.489.640.668 212.668.813.623 229.749.812.470 229.289.192.021 184.862.086.510 Other operating income - - - - - Other operating expense - - - - -

TOTAL OPERATING EXPENSES 747.585.470.304 781.656.545.121 777.839.636.848 739.420.214.230 523.339.628.164

PROFIT (LOSS) FROM OPERATION 196.734.375.950 225.320.544.503 185.122.968.498 190.793.696.864 (68.610.099.512)

OTHER INCOME (EXPENSES) Interest income 13.111.156.151 16.775.681.888 21.065.143.694 12.636.033.410 11.161.719.328 Gain (loss) on sale disposal of PPE 118.013.036 (1.441.609.910) 860.134.040 506.524.989 (545.676) Impairment loss for inventories (2.881.747.470) (3.029.851.107) (6.161.241.182) - - Loss on foreign exchange - net (3.637.317.659) 1.272.931.765 4.307.734.542 (1.725.291.961) (3.192.669.841) Interest expense - - - - - Other expenses 18.031.377.635 4.185.348.648 29.431.215.072 (1.218.605.208) 3.283.838.014

Other income 24.741.481.693 17.762.501.284 49.502.986.166 10.198.661.230 11.252.341.825

PROFIT (LOSS) BEFORE TAX 221.475.857.643 243.083.045.787 234.625.954.664 200.992.358.094 (57.357.757.687)

Income Tax Expense - Current Tax (54.517.376.250) (73.658.077.000) (60.174.660.250) (49.001.451.250) - - Deferred Tax (4.898.885.046) 9.701.413.281 (1.401.851.658) (6.841.562.283) 2.581.170.474 (59.416.261.296) (63.956.663.719) (61.576.511.908) (55.843.013.533) 2.581.170.474

PROFIT ( LOSS) FOR THE YEAR 162.059.596.347 179.126.382.068 173.049.442.756 145.149.344.561 (54.776.587.213)

Other Comprehensive Income (11.335.233.585) (21.521.219.499) 23.524.719.429 (14.020.692.398) (13.932.310.370)

TOTAL OTHER COMPREHENSIVE LOSS FOR THE YEAR 150.724.362.762 157.605.162.569 196.574.162.185 131.128.652.163 (68.708.897.583)

Professional Services in Valuation and Financial Consultancy Appendix: A - 3

PT MANDOM INDONESIA Tbk. NORMALISED STATEMENT OF FINANCIAL POSITION AS OF DECEMBER 31, 2016 TO 2020 (In Rupiah) 31-Dec-16 31-Dec-17 31-Dec-18 31-Dec-19 31-Dec-20 ASSETS CURRENT ASSETS Cash and cash equivalents 298.563.784.107 431.573.583.550 369.170.524.762 285.755.312.130 457.984.350.641 Other financial assets - current 3.015.865.228 3.028.569.816 3.264.059.759 3.175.806.183 3.251.900.225 Account Receivable - - - - - Third Parties 314.905.003.168 378.597.630.625 372.943.508.175 426.033.343.382 327.795.908.782 Related Parties 9.513.125.433 19.872.254.601 14.257.300.359 24.770.926.780 14.038.592.003 Other Receivable 33.012.916.858 2.646.918.797 3.433.372.190 2.628.618.860 1.620.388.233 Third Parties - - - - - Inventories 492.740.699.381 422.625.745.680 542.466.904.015 677.051.920.275 527.537.794.084 Prepaid Taxes 16.003.561.944 9.330.812.118 12.678.661.082 - 3.836.585.279 Advances 168.180.000 1.185.637.667 7.043.137.718 1.373.856.173 1.150.905.964 Prepaid expenses 6.559.268.368 7.617.438.688 8.170.843.126 7.401.925.525 6.745.284.558

Total Current Assets 1.174.482.404.487 1.276.478.591.542 1.333.428.311.186 1.428.191.709.308 1.343.961.709.769

NON-CURRENT ASSETS Other Receivable 1.862.618.010 1.301.910.239 1.728.025.454 974.612.696 361.514.426 Prepaid expenses 1.197.803.048 749.147.478 721.704.385 518.340.896 61.666.657 Deferred Tax Assets - Net 42.627.939.701 59.494.124.314 50.257.771.847 48.268.410.677 51.903.964.044 Fixed Assets 935.344.860.312 964.642.806.296 998.708.967.039 938.300.134.590 822.015.923.646 Estimated claim for tax refund - - - 55.365.892.322 26.811.623.598 Computer Software 22.436.364.836 51.933.576.055 50.651.611.322 70.366.701.362 48.487.015.698 Right of use assets - - - - 12.385.742.135 Guarantee Deposits 7.149.047.707 7.207.033.506 9.647.120.568 9.206.819.088 8.800.896.029 - - - - - Total Non-Current Assets 1.010.618.633.614 1.085.328.597.888 1.111.715.200.615 1.123.000.911.631 970.828.346.233

TOTAL ASSETS 2.185.101.038.101 2.361.807.189.430 2.445.143.511.801 2.551.192.620.939 2.314.790.056.002

LIABILITIES AND EQUITY CURRENT LIABILITIES Due to related parties - - - - - Account Payables Related Parties 441.664.131 4.058.327.218 5.366.092.105 3.651.209.598 5.228.609.465 Third Parties 63.805.794.017 59.183.511.889 67.487.721.394 90.818.435.732 45.812.541.277 Other Payables - Third Parties 24.947.119.140 45.734.804.548 24.915.446.884 33.139.575.841 11.932.133.956 Taxes Payable 31.216.912.784 34.139.207.887 17.338.516.336 16.847.090.588 6.405.247.806 Accrued expenses Related Parties 8.660.732.500 10.927.771.415 9.654.255.688 14.373.468.662 10.962.768.556 Third Parties 91.508.161.568 105.763.222.886 106.771.810.380 97.022.970.442 46.050.694.484 Prepaid revenue - - - - - Short Term lease liabilities - Right of use assets - - - - 4.695.179.931 Bank Loan - - - - - Non current liabilities - current portion Lease liabilities - - - - -

Total Current Liabilities 220.580.384.140 259.806.845.843 231.533.842.787 255.852.750.863 131.087.175.475

NON-CURRENT LIABILITIES 0 Employee benefit Obligation 178.637.378.908 240.909.629.347 238.167.853.116 273.301.915.731 306.668.747.288 Long term lease liabilities - Right of use Assets - - - - 8.086.587.575 Bank Loan - - - - - Customer Deposits 2.724.767.728 2.764.377.816 2.978.650.759 2.894.137.183 2.960.626.225

Total Non-Current Liabilities 181.362.146.636 243.674.007.163 241.146.503.875 276.196.052.914 317.715.961.088

TOTAL LIABILITIES

TOTAL LIABILITIES AND EQUITY 2.185.101.038.101 2.361.807.189.430 2.445.143.511.801 2.551.192.620.939 2.314.790.056.002

------

Professional Services in Valuation and Financial Consultancy Appendix: A - 4

PT MANDOM INDONESIA Tbk. NORMALIZED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2016 TO 2020 (In Rupiah) 31-Dec-16 31-Dec-17 31-Dec-18 31-Dec-19 31-Dec-20

NET SALES 2.526.776.164.168 2.706.394.847.919 2.648.754.344.347 2.804.151.670.769 1.989.005.993.587

COST OF GOODS SOLD 1.582.456.317.914 1.699.417.758.295 1.685.791.739.001 1.873.937.759.675 1.534.276.464.935

GROSS PROFIT 944.319.846.254 1.006.977.089.624 962.962.605.346 930.213.911.094 454.729.528.652

TOTAL OPERATING EXPENSES 747.585.470.304 781.656.545.121 777.839.636.848 739.420.214.230 523.339.628.164

PROFIT (LOSS) FROM OPERATION 196.734.375.950 225.320.544.503 185.122.968.498 190.793.696.864 (68.610.099.512)

OTHER INCOME (EXPENSES)

Interest income 13.111.156.151 16.775.681.888 21.065.143.694 12.636.033.410 11.161.719.328 Gain (loss) on sale disposal of PPE 118.013.036 (1.441.609.910) 860.134.040 506.524.989 (545.676) Impairment loss for inventories (2.881.747.470) (3.029.851.107) (6.161.241.182) - - Loss on foreign exchange - net (3.637.317.659) 1.272.931.765 4.307.734.542 (1.725.291.961) (3.192.669.841) Interest expense - - - - - Other expenses 18.031.377.635 4.185.348.648 29.431.215.072 (1.218.605.208) 3.283.838.014 - - - - - Other income 24.741.481.693 17.762.501.284 49.502.986.166 10.198.661.230 11.252.341.825

PROFIT (LOSS) BEFORE TAX 221.475.857.643 243.083.045.787 234.625.954.664 200.992.358.094 (57.357.757.687)

Income Tax Expense - Current Tax (54.517.376.250) (73.658.077.000) (60.174.660.250) (49.001.451.250) - - Deferred Tax - - - - - (54.517.376.250) (73.658.077.000) (60.174.660.250) (49.001.451.250) -

PROFIT ( LOSS) FOR THE YEAR 166.958.481.393 169.424.968.787 174.451.294.414 151.990.906.844 (57.357.757.687)

Other Comprehensive Income (11.335.233.585) (21.521.219.499) 23.524.719.429 (14.020.692.398) (13.932.310.370)

TOTAL OTHER COMPREHENSIVE LOSS FOR THE YEAR 155.623.247.808 147.903.749.288 197.976.013.843 137.970.214.446 (71.290.068.057)

Professional Services in Valuation and Financial Consultancy Appendix: A - 5 (1)

PT MANDOM INDONESIA Tbk. STATEMENT OF FINANCIAL POSITION PROJECTION AS OF DECEMBER 31, 2021 TO DECEMBER 31, 2025 CONDITION OF NOT CONDUCTING TRANSACTION (In Thousand Rupiah)

2020 2021 2022 2023 2024 2025 ASSETS ------CURRENT ASSETS Cash and cash equivalents 457.984.351 581.118.069 624.974.610 738.562.792 838.811.762 971.932.273 Other financial assets - current 3.251.900 291.274 291.274 291.274 291.274 291.274 Account Receivable 341.834.501 336.095.421 389.404.230 446.495.187 527.649.877 612.598.942 Other Receivable 1.620.388 1.620.388 1.620.388 1.620.388 1.620.388 1.620.388 Inventories 527.537.794 511.215.656 572.806.166 633.858.679 731.871.977 837.824.138 Prepaid Taxes 3.836.585 3.836.585 3.836.585 3.836.585 3.836.585 3.836.585 Advances 1.150.906 1.150.906 1.150.906 1.150.906 1.150.906 1.150.906 Prepaid expenses 6.745.285 6.745.285 6.745.285 6.745.285 6.745.285 6.745.285

Total Current Assets 1.343.961.710 1.442.073.584 1.600.829.444 1.832.561.095 2.111.978.053 2.435.999.790

NON-CURRENT ASSETS Other Receivable 361.514 361.514 361.514 361.514 361.514 361.514 Prepaid expenses 61.667 61.667 61.667 61.667 61.667 61.667 Deferred Tax Assets - Net 51.903.964 51.903.964 51.903.964 51.903.964 51.903.964 51.903.964 Fixed Assets 822.015.924 797.356.244 768.990.021 757.744.772 743.171.098 749.033.356 Estimated claim for tax refund 26.811.624 26.811.624 26.811.624 26.811.624 26.811.624 26.811.624 Computer Software 48.487.016 29.947.016 20.407.016 20.367.016 17.367.016 21.367.016 Right of use assets 12.385.742 6.885.742 1.385.742 - - - Guarantee Deposits 8.800.896 8.800.896 8.800.896 8.800.896 8.800.896 8.800.896

Total Non-Current Assets 970.828.346 922.128.666 878.722.443 866.051.452 848.477.779 858.340.037 TOTAL ASSETS 2.314.790.056 2.364.202.251 2.479.551.888 2.698.612.547 2.960.455.832 3.294.339.827

LIABILITIES AND EQUITY CURRENT LIABILITIES Due to related parties ------Account Payables 51.041.151 65.943.050 73.887.772 81.763.096 94.406.088 108.073.136 Other Payables - Third Parties 11.932.134 11.932.134 11.932.134 11.932.134 11.932.134 11.932.134 Taxes Payable 6.405.248 6.405.248 6.405.248 6.405.248 6.405.248 6.405.248 Accrued expenses 57.013.463 57.013.463 57.013.463 57.013.463 57.013.463 57.013.463 Prepaid revenue ------Short Term lease liabilities - Right of use assets 4.695.180 4.695.180 2.128.986 - - - Bank Loan ------Non current liabilities - current portion Lease liabilities ------Total Current Liabilities 131.087.175 145.989.075 151.367.603 157.113.941 169.756.933 183.423.981

Professional Services in Valuation and Financial Consultancy Appendix: A - 5 (2)

PT MANDOM INDONESIA Tbk. STATEMENT OF FINANCIAL POSITION PROJECTION FOR THE YEAR ENDED AS DESEMBER 31, 2021 TO 2025 CONDITION OF NOT CONDUCTING TRANSACTION (In Thousand Rupiah)

2020 2021 2022 2023 2024 2025 NON-CURRENT LIABILITIES

Employee benefit Obligation 306.668.747 328.135.560 351.105.049 375.682.402 391.768.532 408.527.878 Long term lease liabilities - Right of use Assets 8.086.588 2.566.053 - - - - Bank Loan ------Customer Deposits 2.960.626 2.960.626 2.960.626 2.960.626 2.960.626 2.960.626

Total Non-Current Liabilities 317.715.961 333.662.239 354.065.675 378.643.028 394.729.158 411.488.505

TOTAL LIABILITIES 448.803.137 479.651.313 505.433.278 535.756.969 564.486.091 594.912.485

EQUITY Capital Stock 100.533.334 100.533.334 100.533.334 100.533.334 100.533.334 100.533.334 Additional Paid-in capital 188.531.611 188.531.611 188.531.611 188.531.611 188.531.611 188.531.611 Investment revaluation 160.339 160.339 160.339 160.339 160.339 160.339 Retained Earning 1.576.761.637 1.595.325.654 1.684.893.327 1.873.630.296 2.106.744.458 2.410.202.059 Total Equity 1.865.986.919 1.884.550.937 1.974.118.610 2.162.855.578 2.395.969.741 2.699.427.342

TOTAL LIABILITIES AND EQUITY 2.314.790.056 2.364.202.251 2.479.551.888 2.698.612.547 2.960.455.832 3.294.339.827

Professional Services in Valuation and Financial Consultancy Appendix: A - 6

PT MANDOM INDONESIA Tbk. STATEMENT OF FINANCIAL POSITION PROJECTION FOR THE YEAR ENDED AS DESEMBER 31, 2021 TO 2025 CONDITION OF NOT CONDUCTING TRANSACTION (In Thousand Rupiah)

2020 2021 2022 2023 2024 2025 (0,29) 0,12 0,16 0,15 0,18 0,16 NET SALES 1.989.005.994 2.227.472.686 2.580.776.859 2.959.147.223 3.497.000.000 4.060.000.000

COST OF GOODS SOLD 1.534.276.465 1.610.648.288 1.804.696.825 1.997.050.335 2.305.853.378 2.639.668.794 GROSS PROFIT 454.729.529 616.824.398 776.080.034 962.096.888 1.191.146.622 1.420.331.206

OPERATING EXPENSES Selling expenses 338.477.542 369.065.646 416.239.528 471.985.163 612.825.108 710.045.306 General and administrative 184.862.087 225.058.729 254.380.915 264.190.514 299.828.812 346.743.899

TOTAL OPERATING EXPENSES 523.339.628 594.124.375 670.620.443 736.175.677 912.653.919 1.056.789.205

OPERATING PROFIT (68.610.100) 22.700.023 105.459.591 225.921.211 278.492.703 363.542.001

OTHER INCOME (EXPENSES) Interest income 11.161.719 10.000.000 10.000.000 10.000.000 14.400.000 17.280.000 Gain (loss) on sale disposal of PPE (546) - - - - - Impairment loss for inventories ------Loss on foreign exchange - net (3.192.670) (7.900.000) (2.500.000) 1.000.000 (1.000.000) (1.000.000) Interest expense - (1.000.000) (1.000.000) (1.000.000) (500.000) (500.000) Other expenses 3.283.838 ------Other income 11.252.342 1.100.000 6.500.000 10.000.000 12.900.000 15.780.000

PROFIT (LOSS) BEFORE TAX (57.357.758) 23.800.023 111.959.591 235.921.211 291.392.703 379.322.001

Income Tax Expense - Current Tax - (5.236.005) (22.391.918) (47.184.242) (58.278.541) (75.864.400) - Deferred Tax - - (5.236.005) (22.391.918) (47.184.242) (58.278.541) (75.864.400)

NET PROFIT (57.357.758) 18.564.018 89.567.673 188.736.969 233.114.162 303.457.601

Other Comprehensive Income (13.932.310)

TOTAL OTHER COMPREHENSIVE LOSS FOR THE YEAR (71.290.068) 18.564.018 89.567.673 188.736.969 233.114.162 303.457.601

Professional Services in Valuation and Financial Consultancy Appendix : A - 7

PT MANDOM INDONESIA Tbk. NET CASH FLOW (NCF) AND PRESENT VALUE NET CASH FLOW (PV NCF) CONDITION OF NOT CONDUCTING TRANSACTION (in Thousand Rupiah)

TERMINAL Description 2021 2022 2023 2024 2025 VALUE

Projection of Net Profit 18.564.018 89.567.673 188.736.969 233.114.162 303.457.601 Added by : Depreciation and Amortisation 172.276.680 163.038.223 167.302.992 175.502.873 188.200.782 Deducted by : Changes in working capital cash and cash equivalents) 39.923.743 (109.520.791) (112.397.132) (166.524.995) (177.234.179) Capex (123.577.000) (119.632.000) (154.632.000) (157.929.200) (198.063.040) - - - - - Net Cash Flow (NCF) 107.187.441 23.453.105 89.010.828 84.162.841 116.361.164 Terminal Value 3,0% 1.330.743.149 Discount Facto11,99% 0,892965458 12,01% 0,7972451 0,7117853 0,6354863 0,5673661 0,5673661

95.714.682 18.697.872 63.356.598 53.484.332 66.019.377 755.018.519

Present Value Net Cash Flow (PV NCF) 1.052.291.381 AS of DECEMBER 31,2020

Professional Services in Valuation and Financial Consultancy Appendix : A-8

PT MANDOM INDONESIA Tbk. PERHITUNGAN DISCOUNT FACTOR

Cost Of Equity = (Risk Free rate - Default Spread) + beta x ( Equity risk premium)- Default Spread = 12,34%

WACC = 11,99%

WE = 0,94 WD = 0,06

Total Debt and Equity = 1,00

Interest rate - Investment rate for State Bank = 8,87% Equity risk premium = 6,56% Default spread = 1,68% Risk free rate based on Indonesian Government Bond yield - for 30 years - in Rupiah = 7,10% Beta = 1,05

Professional Services in Valuation and Financial Consultancy Appendix : A-9

PT MANDOM INDONESIA Tbk. CALCULATION OF DISCOUNT FACTOR

Cost Of Equity = (Risk Free rate - Default Spread) + beta x ( Equity risk premium)- Default Spread = 12,35%

WACC = 12,01%

WE = 0,94 WD = 0,06

Total Debt and Equity = 1,00

Professional Services in Valuation and Financial Consultancy APPENDIX II

PT MANDOM INDONESIA Tbk

CONDITION OF CONDUCTING PROPOSED TRANSACTION Appendix: B - 1

PT MANDOM INDONESIA Tbk. CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF DECEMBER 31, 2016 TO 2020 (In Rupiah) 31-Dec-16 31-Dec-17 31-Dec-18 31-Dec-19 31-Dec-20 ASSETS CURRENT ASSETS Cash and cash equivalents 298.563.784.107 431.573.583.550 369.170.524.762 285.755.312.130 457.984.350.641 Other financial assets - current 3.015.865.228 3.028.569.816 3.264.059.759 3.175.806.183 3.251.900.225 Account Receivable Third Parties 314.905.003.168 378.597.630.625 372.943.508.175 426.033.343.382 327.795.908.782 Related Parties 9.513.125.433 19.872.254.601 14.257.300.359 24.770.926.780 14.038.592.003 Other Receivable 33.012.916.858 2.646.918.797 3.433.372.190 2.628.618.860 1.620.388.233 Third Parties - - - - - Inventories 492.740.699.381 422.625.745.680 542.466.904.015 677.051.920.275 527.537.794.084 Prepaid Taxes 16.003.561.944 9.330.812.118 12.678.661.082 - 3.836.585.279 Advances 168.180.000 1.185.637.667 7.043.137.718 1.373.856.173 1.150.905.964 Prepaid expenses 6.559.268.368 7.617.438.688 8.170.843.126 7.401.925.525 6.745.284.558

Total Current Assets 1.174.482.404.487 1.276.478.591.542 1.333.428.311.186 1.428.191.709.308 1.343.961.709.769

Total Current Liabilities 220.580.384.140 259.806.845.843 231.533.842.787 255.852.750.863 131.087.175.475

NON-CURRENT LIABILITIES

TOTAL LIABILITIES AND EQUITY 2.185.101.038.101 2.361.807.189.430 2.445.143.511.801 2.551.192.620.939 2.314.790.056.002

Professional Services in Valuation and Financial Consultancy Appendix: B - 2

PT MANDOM INDONESIA Tbk. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2016 TO 2020 (In Rupiah)