A. DEFINITION b. Qualitative and quantitative analysis which includes the history of Appraisal Date : December 31, 2021 the Company and the nature of its business activities, industry and Completion Date : April 16, 2021 DISCLOSURE OF INFORMATION environmental analysis, analysis of the Company’s operations and Company : PT Adira Dinamika Multi Finance, Tbk prospects, reasons for the transaction, qualitative advantages and KJPP : Public Appraisal Service Office of IN RELATION TO AFFILIATED TRANSACTION disadvantages of the transaction to be carried out; Martokoesoemo, Pakpahan dan Rekan or c. Analysis of the fairness of the transaction value; KJPP MPR PT ADIRA DINAMIKA MULTI FINANCE TBK d. Analysis of relevant factors. OJK : Financial Services Authority m) Depth of Investigation POJK No. 42/2020 : Financial Services Authority Regulation This Disclosure of Information is prepared and made in order to fulfill the provisions under the Financial Services Authority Regulation Number 42/POJK.04/2020 concerning Number 42/POJK.04/2020 concerning Affiliated Affiliated and Conflict of Interest Transactions (“POJK No. 42/2020”). Several limitations: and Conflict of Interest Transactions - Conduct a limited review of the Fairness Opinion Objects on the financial UFI : PT U Finance Indonesia statements including clarification of certain financial items that are used Value Opinion : information on the value of the Transaction (as defined below) issued by KJPP on the Appraisal for the purpose of the assignment; Date where its value will be adjusted to the - Does not undertake study on Business and Financial Feasibility Study; condition of the receivables on the Completion - Does not undertake analysis on tax impact; Date - Limited review test on the legality of the Fairness Opinion Object; B. BACKGROUND PT ADIRA DINAMIKA MULTI FINANCE TBK - Collecting information and data on the Fairness Opinion Object to obtain the completeness that is adjusted for the purposes of the analysis; 1. The Company is a company who engages in investment financing, working Main business activities: - Does not perform Property Appraisal related to collateral being deposited capital financing, multipurpose financing and other financing business activities Consumer Financing for sale; based on approval by OJK. In relation to the Company’s business development, on the date of 16 April 2021, the Company has entered into sale and purchase - Does not perform Business Valuation (Equity) of the Company and Domiciled in subsidiaries on the Appraisal Date. transaction of receivables with UFI (“Transaction”). Millennium Centennial Center, Floor 53 – 61, 2. The Company and UFI are affiliated companies, thus the Transaction is an Jalan Jenderal Sudirman Kav. 25, Setiabudi, Jakarta Selatan, 12920 n) Assumptions and Special Assumptions Telephone: 021-52963322 affiliated transaction and the Company shall fulfill the provisions under POJK No. Assumptions 42/2020. electronic mail: [email protected] - All data and information obtained from the management of the UFI and C. BRIEF DESCRIPTION ON THE AFFILIATED TRANSACTION THIS DISCLOSURE OF INFORMATION IS IMPORTANT TO BE READ AND CONSIDERED BY THE SHAREHOLDERS OF THE COMPANY ON AFFILIATED the Company are true; 1. Transaction Date TRANSACTION. - The occurrence of the COVID-19 pandemic is an extraordinary event that affected the macroeconomic and business industry at the national The Company is conducting Transaction purchase of 15,038 (Fifteen Thousand and global scales whereby in the future the condition and situations are and Thirty Eight) of UFI’s consumer financing receivables (“Receivables”) on the IF YOU HAVE ANY DIFFICUTIES IN UNDERSTANDING THE INFORMATION CONTAINED IN THIS DISCLOSURE OF INFORMATION, WE SUGGEST THAT YOU Completion Date based on Deed of Transfer and Deed of Cessie executed by the expected to return to normalcy as the new normal conditions; CONSULT WITH YOUR LEGAL ADVISOR, PUBLIC ACCOUNTANT, FINANCIAL ADVISOR OR OTHER PROFESSIONAL. Company and UFI on 16 April 2021. - The Company and/or UFI believe that the Fairness Opinion Object does not have a legal problem or does not have an ongoing lawsuit ; 2. Affiliation Relationship THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF THE COMPANY, WHETHER INDIVIDUALLY OR JOINTLY, ARE FULLY RESPONSIBLE ON - There are no tax disputes and legal disputes that may materially affect The affiliation relationship of UFI and the Company are as follows : THE COMPLETENESS AND ACCURACY OF ALL MATERIAL INFORMATION OR FACTS CONTAINED HEREIN AND HEREBY STATE THAT THE INFORMATION the opinions expressed in the Fairness Opinion Report. a. The Company is a company indirectly owned by MUFG Bank, Ltd through the DISCLOSED IN THIS DISCLOSURE OF INFORMATION IS TRUE AND THERE ARE NO MATERIAL FACTS WHICH HAVE NOT BEEN DISCLOSED WHICH MAY Special Assumptions share ownership of PT Bank Danamon Indonesia, Tbk amounting to 92.07% CAUSE SUCH MATERIAL INFORMATION IN THIS DISCLOSURE OF INFORMATION TO BE UNTRUE AND/OR MISLEADING - In this case, there are no special assumptions used in the preparation in the Company. of the Fairness Opinion regarding the Fairness Opinion Object, except b. UFI is a company that is directly owned by MUFG Bank, Ltd with an This Disclosure of Information is issued on 20 April 2021 in the implementation it is found later as assumptions categorized as ownership value of 84.69% shares in UFI. special assumptions, hence, changes or amendments will be made to this engagement letter and assignment. The summary of the Financial Instruments Appraisal is as follows: g) Value Opinion o) Qualitative and Quantitative Analysis a) Identity of the Parties Market Value of 100% Financial Instruments of UFI’s Consumer Financing Receivables as of December 31, 2020 amounting to Includes the history of the Company and the nature of its business activities, - PT U Finance Indonesia (“UFI”) Rp856,989,587,563 (Eight Hundred Fifty Six Billion Nine Hundred Eighty-Nine Million Five industry and environmental analysis, analysis of the Company’s operations UFI was established in the Republic of Indonesia under the name PT Hundred Eighty-Seven Thousand Five Hundred Sixty-Three Rupiah). and prospects, reasons for conducting transactions, qualitative gains and Arthacakra Multifinance based on the Notary Deed of S. P. Henny losses for the transactions to be carried out. Also quantitative analysis 2. Summary of Fairness Opinion Report Singgih, S.H., No. 49 dated 10 April 1995. This deed of establishment which includes historical performance appraisal, cash flow assessment, was approved by the Minister of Justice in Decree No. C2-5571. As stipulated in POJK 42/2020, to ensure the fairness of the Transaction, the assessment of financial projections, financial ratio analysis and analysis HT.01.01.Th.95 dated 5 May 1995 and published in the State Gazette Company has asked the Independent Appraisal Consultant, Public Appraisal of financial statements before transactions and proforma of the financial of the Republic of Indonesia No. 55, Supplement No. 5736 dated 11 July Service Office of Martokoesoemo, Pakpahan and Partners (“KJPP MPR”), an statements after transactions. 1995. independent appraiser registered with OJK to provide a Fairness Opinion on the p) Incremental Analysis UFI’s head office is located at Atria @ Sudirman (formerly ANZ Tower), Transaction. 21st Floor, Jl. General Sudirman Kav. 33A, Central Jakarta. The following is a summary of the Fairness Opinion report on the Transaction The following incremental analysis relates to the Transaction Plan and 3. Object of Transaction and Transaction Value on Completion Date its impact on the Company on a consolidated basis, in particular through - PT Adira Dinamika Multi Finance Tbk (“Company”) prepared by KJPP MPR as presented in Report No. 00030/0070-00 / The object of the Transaction is Consumer Financing Receivables with a BS/09/00036/1/IV/2021 dated 16 April 2021 regarding the Fairness Opinion on a review of the Company’s financial performance before and after the Transaction value based on the Deed of Transfer on the Completion Date of Company was established on 13 November 1990 based on the Notary the Company’s Plan to purchase Consumer Financing Receivables belonging Proposed Transaction in accordance with the financial projections prepared Rp704,047,846,501 (Seven Hundred Four Billion Forty-Seven Million Eight Deed of Misahardi Wilamarta, S.H., No. 131. This Deed of Establishment to PT U Finance Indonesia (“UFI”) hereinafter referred to as “Proposed by the Company for the period 2021 - 2025. Hundred Forty-Six Thousand Five Hundred One Rupiah). has been approved by the Minister of Justice of the Republic of Transaction ”. Indonesia in Decree No. C2-19.HT.01.01.TH.91 dated 8 January 1991 i. Contribution of cash flows between cash flows before and after the 4. Involving Party and has been announced in Supplement No. 421 in the State Gazette of A summary of the Fairness Opinion is as follows: Proposed Transaction. ii. Investment feasibility analysis after the Proposed Transaction. a. The Company, as the purchaser : the Republic of Indonesia No. 12 dated 8 February 1991. h) Identity of the Parties Address : Millenium Centennial Center, floor 53-61, The Company is domiciled at Millenium Centennial Center Floor 53-61, - PT Adira Dinamika Multi Finance Tbk (“Perseroan”) q) Fairness Analysis of the Proposed Transaction Jakarta Selatan, 12920 Jalan Jendral Sudirman Kav.25, South Jakarta. The analysis of the fairness of the value of the Proposed Transaction is Phone/Fax : +6221-52963322 Company was established on 13 November 1990 based on the Notary b) Appraisal Object Deed of Misahardi Wilamarta, S.H., No. 131. This Deed of Establishment carried out based on OJK Circular Letter Number 17/SEOJK.04/2020 by Structure of Board of considering the comparison between the Transaction Value as stated in the Commissioner and Board of Consumer Financing Receivables has been approved by the Minister of Justice of the Republic of Indonesia in Decree No. C2-19.HT.01.01.TH.91 dated 8 January 1991 Deed of Transfer dated 16 April 2021 against the results of the assessment Director : c) Aims and Objectives of financial instruments in the form of Sale Receivables as of 31 December a. Board of Directors and has been announced in Supplement No. 421 in the State Gazette of 2020. By considering that the Appraisal Object is Sale Receivables, where - President Director : Hafid Hadeli Provide an opinion on the market value of consumer financing receivables the Republic of Indonesia No. 12 dated 8 February 1991. - Director : Ho Lioeng Min related to the Company’s plan to purchase the UFI’s Consumer Financing the basis of the agreement that is binding on Sale Receivables, there is Receivables.. The Company is domiciled at Millenium Centennial Center Floor 53-61, an accelerated payment and/or repayment by the customer for the Sale - Director : I Dewa Made Susila Jalan Jendral Sudirman Kav.25, South Jakarta. - Director : Niko Kurniawan d) Depth of Investigation Receivables, so that the results of the valuation used as of 31 December Bonggowarsito - PT U Finance Indonesia (“UFI”) 2020 need to be adjusted to the portion of the payment that is has been Several implemented restrictions:: - Director : Harry Latif UFI was established in the Republic of Indonesia under the name PT conducted since 1 January to 9 April 2021. - Director : Jin Yoshida - Conduct a limited assessment of the Appraisal Object on details of Arthacakra Multifinance based on the Notary Deed of S. P. Henny r) Conclusion of the Fairness Opinion on the Proposed Transaction - Independent Director : Swandajani Gunadi Consumer Financing Receivables in accordance with the data provided Singgih, S.H., No. 49 dated 10 April 1995. This deed of establishment by the Companu; was approved by the Minister of Justice in Decree No. C2-5571. Based on qualitative and quantative analysis considerations of the Proposed b. Board of Commissioner Transaction, including value added analysis of the difference in cash - President Commissioner : Yasushi Itagaki - Site visit to UFI’s head office including online zoom meeting; HT.01.01.Th.95 dated 5 May 1995 and published in the State Gazette flow generated before and after the Proposed Transaction, analysis of - Independent Commissioner : Djoko Sudyatmiko - Do not undertake in a Business and Financial Feasibility Study; of the Republic of Indonesia No. 55, Supplement No. 5736 dated 11 July - Independent Commissioner : : Krisna Wijaya - Do not undertake in UFI’s Business Valuation (Equity); 1995. investment feasibility and the value of the Proposed Transaction as well as - Commissioner : Eng Heng Nee Philip - Do not undertake in UFI’s Fixed Asset Appraisal; relevant factors in providing a fairness opinion on the Company’s Proposed - Do not undertake in tax impact analysis; UFI’s head office is located at Atria @ Sudirman (formerly ANZ Tower), Transaction, the Proposed Transaction to be carried out by the Company is - Commissioner : Muliadi Rahardja 21st Floor, Jl. General Sudirman Kav. 33A, Central Jakarta. - Commissioner : Congsin Congcar - Do not undertake in limited assessment test on the legality of the fair. Appraisal Object; i) Fairness Opinion Object b. UFI, as the Seller : - Collecting information and data on the Appraisal Object to obtain the E. EXPLANATION, CONSIDERATION AND REASONS FOR THE AFFILIATED Address : Atria@Sudirman (D.H ANZ Tower) Lt. 21 completeness adjusted for the purposes of the analysis. The Company’s plan to purchase the Consumer Financing Receivables TRANSACTIONS Jl. Jenderal Sudirman Kav. 33A, Kel. Karet belonging to PT U Finance Indonesia (“UFI”) which is a related party. e) Assumptions and Special Assumptions Transaction is carried out in order to increase the Company’s assets amidst Tengsin, Kec. Tanah Abang, Kota Adm. j) Nature of Proposed Transaction unfavourable economic conditions due to the impact of the Covid-19 pandemic which Jakarta Pusat, DKI Jakarta Assumptions caused a decline in automotive sales throughout the year of 2020. Furthermore, the Phone/Fax : +6221-5711109/ +6221-5731162 Based on OJK provisions, the nature of the Proposed Transaction as - All data and information obtained from the management of the Company Transaction is carried out in order to increase the number of customer and business Structure of Board of stipulated in the Regulation of the Financial Services Authority of the and/or UFI are true; Commissioner and Board of Republic of Indonesia is: partner of the Company as well as developing the networking that can strengthen - The occurrence of the COVID-19 pandemic is an extraordinary event Director : Company’s market in financing business that affected the macroeconomic and business industry at the national Affiliated Transactions and Conflict of Interest Transactions a. Board of Directors and global scales whereby in the future the condition and situations are F. STATEMENT FROM BOARD OF COMMISSIONERS AND BOARD OF - President Director : Kensuke Tanigawa Based on the share ownership structure of the Company and UFI, the plan expected to return to normalcy as the new normal conditions; DIRECTORS OF THE COMPANY - Deputy President Director : Yuji Ueda to purchase UFI’s Consumer Financing Receivables by the Company is - The results of the limited review test on a detailed list of financing - Director : Suwaniyati Halim categorized as an affiliated transaction and management ensures that there 1. This Disclosure of Information has been approved by the Board of Commissioners receivables with the purpose and objectives of the assignment has b. Board of Commissioner is no conflict of interest in the Proposed Transaction. This is because the and Board of Directors of the Company. The Company’s Board of Commissioners already met the needs for quantitative analysis; - President Commissioner : Toshihiro Senoo shareholders of the Company and UFI, directly or indirectly, is the same and Board of Directors are jointly or respectively states that: - UFI believes that the Appraisal Object does not currently have a legal - Commissioner : Eny Widowati shareholder through PT Bank Danamon Indonesia Tbk. case or does not have an ongoing lawsuit ; a. The affiliated transaction does not contain Conflict of Interest; and - Commissioner : Adam Hartono Asihin - There are no tax disputes, which are material in nature and all tax Thus, the Proposed Transaction as defined above, is categorized as an b. All the material information have been disclosed and such information is not D. SUMMARY OF THE APPRAISER REPORT obligations related to the Appraisal Object can be fulfilled by UFI. Affiliated Transaction and No Conflict of Interest, as referred to in the POJK misleading. . Special Assumptions No. 42/2020. KJPP MPR is an official appraiser based on a license issued by the Minister of 2. The Company’s Director states that the affiliated transaction has met the Finance of the Republic of Indonesia dated 12 August 2019, and is registered under - All accounts of the Appraisal Object have met the legality and standard k) Aims and Objective procedures as stipulated in the Article 3 of POJK No. 42/2020. the name of KJPP Martokoesoemo, Pakpahan dan Rekan as a capital market of a valid agreement and meet the requirements of a clear engagement Provide a Fairness Opinion regarding the plan to purchase UFI’s Consumer supporting profession based on a Capital Market Professional Registered Certificate between UFI and the account of the Appraisal Object; Financing Receivables, which is a related party. from the Financial Services Authority No. STTD.PB-20/PM.2/2018 dated 6 July - UFI has complied with the provisions for backup and formation of ADDITIONAL INFORMATION 2018. reserves provisions in accordance with the prevailing regulations; l) Proposed Transaction Analysis Methodology Shareholders who have questions regarding this Information Disclosure or require - There is no addition of new accounts and changes in account status that 1. Summary of Financial Instrument Appraisal Report The fairness analysis of the Proposed Transaction includes several aspects additional information can contact: are the Appraisal Object on the Appraisal Date according to the data that as a methodology for preparing the Fairness Opinion report including, among The following is a summary of the Financial Instrument Appraisal report prepared has been provided to the Appraiser. PT ADIRA DINAMIKA MULTI FINANCE TBK by the KJPP MPR as the issuance of the Financial Instrument Appraisal Report others: No. 00012/0070-00/BS/09/00036/1/II/2021 dated 26 February 2021 regarding f) Implemented Approach a. Analysis of the Proposed Transaction, which includes the identification Millennium Centennial Center, floor 53 – 61, the plan of PT Adira Dinamika Multi Finance Tbk to purchase Consumer The approach used for calculating UFI’s Consumer Financing Receivables and relationship between the transacting parties, the agreements and Jalan Jenderal Sudirman Kav. 25, Setiabudi, Jakarta Selatan, 12920 Financing Receivables belonging to PT U Finance Indonesia referred to as Financial Instruments is the Income Approach (Discounted Cash Flow terms agreed upon in the transaction and an assessment of the risks and Telephone: 021-52963322 “Proposed Transaction”. Method - DCF) and the Market Approach. benefits of the transaction to be carried out; E-mail: [email protected]