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

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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 Professional Services in Valuation and Financial Consultancy KJPP Stefanus Tonny Hardi & Rekan 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%. 2 Professional Services in Valuation and Financial Consultancy KJPP Stefanus Tonny Hardi & Rekan 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. 3 Professional Services in Valuation and Financial Consultancy KJPP Stefanus Tonny Hardi & Rekan 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. 4 Professional Services in Valuation and Financial Consultancy KJPP Stefanus Tonny Hardi & Rekan 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.
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