Affiliated Transaction - Partial Subscription of New Shares by PT Sarimelati Kencana Tbk in PT Halal Artisan Yummies

This Disclosure of Information contains information regarding the transaction for the Partial Subscription of New Shares by PT Sarimelati Kencana Tbk (the “Company”/”PZZA”) in PT Halal Artisan Yummies (“HAY”) with each share having a nominal value of Rp1,000,000,- (one million Rupiah), with a maximum investment value of Rp10,400,000,000 (ten billion four hundred million Rupiah) representing 52.00% of the total shares in HAY (the “Transaction”). The Transaction is expected to broaden the Company’s sources of revenue beyond the pizza business, whilst simultaneously reducing dependence on a single core product category. In addition, the Transaction is expected to provide additional contribution to the Company’s future revenue growth and strengthen PZZA’s position within Indonesia’s continuously growing Food and Beverage (“F&B”) industry.

Through this Information Disclosure, the Company explains that this Transaction is:

1. is an Affiliated Party Transaction as referred to in Article 1 paragraph (3) of OJK Rule 42/2020 that does not contain a Conflict of Interest as referred to in OJK Rule 42/2020;

2. it does not constitute a Material Transaction as referred to in Article 3 paragraph (1) of POJK 17/2020, with the transaction value being less than 20% of the Company’s equity, whereby based on the fairness opinion of the transaction conducted by Public Appraisal Service Office Yanuar, Rosye and Partners (“KJPP Y&R”), the value of the Transaction amounts to Rp10,400,000,000 (ten billion four hundred million Rupiah). The percentage of the transaction 2 value to equity is 1.01% of the Company’s equity amounting to Rp1,033,725,202,665 (one trillion thirty-three billion seven hundred twenty-five million two hundred two thousand six hundred sixty-five Rupiah) based on the Company’s Financial Statements for the year ended December 31st , 2025, which have been audited by Public Accounting Firm Amir Abadi Jusuf, Aryanto, Mawar & Partners; and

3. contains material information or facts which may affect the securities trading price of the Company on the Indonesia Stock Exchange ("IDX") or the investment decision of investors, potential investors or any other parties who may have interest on such information or facts ("Material Information"), as referred to in Article 1 of OJK Rule 31/2015.

In conclusion, in order to carry out the Transaction, the Company is not required to (i) obtain approval from the General Meeting of Shareholders (“GMS”); however, in accordance with the prevailing regulations, the Company is required to: (i) engage an Appraiser to determine the fair value of the object and/or the fairness of the transaction, and (ii) announce the Disclosure of Information to the public regarding the Transaction and submit the supporting documents to the OJK no later than 2 (two) working days after the date of the Affiliated Transaction.

If you have difficulty understanding this Disclosure of Information or are in doubt about making a decision, you should consult an investment advisor or other professional advisor.

Download here file Affiliated Party Transaction of PT Sarimelati Kencana Tbk