disclosure of information to shareholders of ......regulation no. ix.e.1 : bapepam and lk regulation...

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DISCLOSURE OF INFORMATION TO SHAREHOLDERS OF PT BAYAN RESOURCES TBK In Complying with Bapepam and LK Regulation No. IX.E.1 on Affiliated Party Transaction and Conflict of Interest for Certain Transaction, Attachment to Decree of Chairman of Bapepam and LK No. Kep- 412/BL/2009 dated 25 November 2009 INFORMATION PROVIDED IN THIS DISCLOSURE OF INFORMATION IS IMPORTANT TO BE NOTICED AND READ BY THE SHAREHOLDERS OF PT BAYAN RESOURCES TBK If you have difficulties in understanding the information contained in this Disclosure of Information, we suggest that you consult with your legal advisor, public accountant, securities broker, investment manager, financial advisor or any other relevant professional advisors. PT BAYAN RESOURCES TBK. (“THE COMPANY”) MAIN BUSINESS ACTIVITY: Trading and services Domiciled in South Jakarta HEADQUARTER Office8 Building, 37 Floor Unit A-H Sudirman CBD Lot 28 Jl. Jend. Sudirman Kav 52-53 (Jl. Senopati Raya 8B) Kebayoran Baru, South Jakarta 12190, Indonesia website: www.bayan.com.sg email: [email protected] THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY, SEVERALLY AND JOINTLY, ARE FULLY LIABLE FOR THE VERACITY AND COMPLETENESS OF THE INFORMATION DISCLOSED IN THIS DISCLOSURE OF INFORMATION AND AFTER HAVING THOROUGH EXAMINATION, DECLARES THE COMPLETENESS OF THE INFORMATION CONTAINED IN THIS DISCLOSURE INFORMATION AND CONFIRM THAT THE INFORMATION CONTAINED IN THIS DISCLOSURE OF INFORMATION IS TRUE AND NO OTHER MATERIAL FACTS ARE BEING UNDISCLOSED OR OMITTED IN THIS DISCLOSURE OF INFORMATION WHICH WILL CAUSE THE INFORMATION GIVEN IN THIS DISCLOSURE OF INFORMATION TO BE UNTRUE AND/OR MISLEADING.

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Page 1: DISCLOSURE OF INFORMATION TO SHAREHOLDERS OF ......Regulation No. IX.E.1 : Bapepam and LK Regulation No. IX.E.1, attachment to the Decision of the Chairman of Bapepam and LK No. Kep-412/BL/2009

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DISCLOSURE OF INFORMATION TO SHAREHOLDERS OF PT BAYAN RESOURCES TBK

In Complying with Bapepam and LK Regulation No. IX.E.1 on Affiliated Party Transaction and Conflict of Interest for Certain Transaction,

Attachment to Decree of Chairman of Bapepam and LK No. Kep-412/BL/2009 dated 25 November 2009

INFORMATION PROVIDED IN THIS DISCLOSURE OF INFORMATION IS IMPORTANT TO BE NOTICED AND READ BY THE SHAREHOLDERS OF PT BAYAN RESOURCES TBK

If you have difficulties in understanding the information contained in this Disclosure of Information, we suggest that you consult with your legal advisor, public accountant, securities broker, investment manager, financial advisor or any other relevant professional advisors.

PT BAYAN RESOURCES TBK. (“THE COMPANY”)

MAIN BUSINESS ACTIVITY:

Trading and services

Domiciled in South Jakarta

HEADQUARTER Office8 Building, 37 Floor Unit A-H Sudirman CBD Lot 28

Jl. Jend. Sudirman Kav 52-53 (Jl. Senopati Raya 8B) Kebayoran Baru, South Jakarta 12190, Indonesia

website: www.bayan.com.sg email: [email protected]

THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY, SEVERALLY AND JOINTLY, ARE FULLY LIABLE FOR THE VERACITY AND COMPLETENESS OF THE INFORMATION DISCLOSED IN THIS DISCLOSURE OF INFORMATION AND AFTER HAVING THOROUGH EXAMINATION, DECLARES THE COMPLETENESS OF THE INFORMATION CONTAINED IN THIS DISCLOSURE INFORMATION AND CONFIRM THAT THE INFORMATION CONTAINED IN THIS DISCLOSURE OF INFORMATION IS TRUE AND NO OTHER MATERIAL FACTS ARE BEING UNDISCLOSED OR OMITTED IN THIS DISCLOSURE OF INFORMATION WHICH WILL CAUSE THE INFORMATION GIVEN IN THIS DISCLOSURE OF INFORMATION TO BE UNTRUE AND/OR MISLEADING.

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DEFINITION

Public Accountant : Public Accountant Office of Tanudiredja, Wibisana, Rintis

& Rekan the independent auditor, performing audits on the consolidated financial statements of the Company for the financial year ending on 31 December 2018.

Assistance Request Letter : Letter with regard to Request for Assistance from Dato'

Dr. Low Tuck Kwong to the Company dated 12 February 2019.

Bapepam and LK : Indonesian Capital Market Supervisory Agency and

Financial Institution in accordance to the Ministry of Finance Republic of Indonesia No: 184/PMK.01/2010, dated 11 October 2010 Organization and Working Procedure of the Ministry of Finance.

IDX : PT Bursa Efek Indonesia (Indonesia Stock Exchange). Share Registrar : PT Raya Saham Registra as the share administration

bureau of the Company.

BNRI : State Gazette of the Republic of Indonesia. Director : A member of the Board of Directors of the Company on

the date of this changes and/or additional Information.

Commissioner : A member of the Board of Commissioners of the Company

on the date of this Disclosure of Information.

Financial Statements : Consolidated Financial Statements of the Company for

the financial year ending on 31 December 2018, audited by the Public Accountant.

Fairness Opinion Report : The Fairness Opinion Report prepared by the Appraiser

(as defined below) on the fairness of the Transaction as stated under report No. 00038/2.0022-00/BS/02/0153/1/IV/2019 dated 18 April 2019.

MOLHR : The Minister of Law and Human Rights of the Republic of

Indonesia, formerly known as the Minister of Justice of the Republic of Indonesia.

OJK : The Financial Services Authority (Otoritas Jasa

Keuangan).

Shareholders of the Company : The shareholders of the Company whose names are

registered in the shareholders register of the Company which is issued by the Share Registrar of the Company, which is PT Raya Saham Registra.

Selling Shareholders : Dato' Dr. Low Tuck Kwong and other shareholders which

might participate in the sale of the Company's shares

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through the Proposed Private Placement. Appraiser : Public Appraisal Service Office of Jennywati, Kusnanto &

Rekan, which has obtained its business license based on Decree of the Minister of Finance No. 2.09.0022 dated 24 March 2009 and registered as a Capital Market Supporting Professional under the Registration Letter of Capital Market Supporting Professional from OJK No. STTD.PB-01/PM.22/2018 (business appraiser), as the independent appraiser appointed by the Company under offer letter No. JK/190215-002 dated 15 February 2019, to provide the fairness opinion over the granting of assistance and/or support by the Company to the Selling Shareholders in relation to the Proposed Private Placement (as defined below).

Regulation No. IX.E.1 : Bapepam and LK Regulation No. IX.E.1, attachment to the

Decision of the Chairman of Bapepam and LK No. Kep-412/BL/2009 dated 25 November 2009, on Affiliated Party Transactions and Conflicts of Interest in Certain Transactions.

Regulation No. VIII.C.3 : Bapepam and LK Rule No. VIII.C.3 concerning Guidelines

for Valuation and Presentation of Business Valuation Report in Capital Markets, as attached to the Decree of the Chairman of Bapepam and LK No. Kep-196/BL/2012 dated 19 April 2012.

Company : PT Bayan Resources Tbk, a limited liability Company

established under the Laws of the Republic of Indonesia and domiciled in South Jakarta.

Involved Parties : Selling Shareholders, other parties appointed by the

Selling Shareholders and every advisor or professional appointed by the Selling Shareholders.

Proposed Private Placement : Proposed placement of approximately 10% (ten percent)

of shares that have been issued in the Company owned by the Selling Shareholders through Private Placement mechanism that is conducted within and/or outside the jurisdiction of Republic of Indonesia with due observance of the prevailing laws, which will be conducted with regard to the result of market conditions evaluation and potential investor reviews that can be considered following the Company's assistance and/or support towards the Selling Shareholders. For the avoidance of doubt, the Proposed Private Placement is not a Public Offering by Shareholders as referred to in OJK Regulation No. 76/POJK.04/2017 on Public Offering by Shareholders.

SPI : Indonesian Valuation Standard (Standar Penilaian

Indonesia).

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I. INTRODUCTION

The information contained herein is being provided by the Company to comply with the obligation of the Company to publish a disclosure of information on the Affiliated Party Transaction that has been conducted by the Company in relation to the assistance and/or support by the Company to the Selling Shareholders in relation to the Proposed Private Placement that will be conducted by the Selling Shareholders.

The request for assistance by Dato' Dr. Low Tuck Kwong to the Company is provided in the Assistance Request Letter, which will be further explained in point A.2 Section II of this Disclosure of Information. Provision of assistance and/or support to the Selling Shareholders that will be conducted by the Company is hereinafter referred to as the "Transaction".

For the avoidance of doubt, after a thorough inspection and due observation of Regulation No.IX.E1 and as supported by the independent appraisal report issued by the Appraiser as described further in Section IV, the Transaction is an affiliated party transaction with no conflict of interest as referred to in Regulation No. IX.E.1. Therefore, the Board of Directors of the Company hereby announces this Disclosure of Information as a fulfilment of the provisions in Regulation No. IX.E.1, with the purpose of providing the Shareholders of the Company with the consideration, explanation and reason for why the Transaction is conducted.

In relation to the completion of the Proposed Private Placement, the Company wil conduct a disclosure of information in accordance with the prevailing laws and reglations.

II. DETAILS OF THE TRANSACTION

A. DETAILS OF THE TRANSACTION

1. Reasons and Background

On the date of Disclosure of Information, the total shares of the Company listed on the IDX amounted to 3,333,333,500 (three billion three hundred thirty three million three hundred thirty three thousand five hundred) shares. Of all those shares, 1,010,310,600 (one billion ten million three hundred ten thousand six hundred) shares, representing approximately 30.31% (thirty point three one percent) of all the issued and paid-up capital in the Company, are owned by the public. However, based on the data provided by the IDX, in the period of the last one year, the average daily volume of trading of the Company's shares on the IDX shows that the trading of shares on the IDX is not liquid.

Based on the consideration mentioned above, and the fact that the Company currently does not need additional capital for the development of its business, one of the alternatives to increase the trading liquidity of the Company's shares is through conducting the Proposed Private Placement.

With the receipt of the Assistance Request Letter, there is an alternative for the Company to increase the trading liquidity of the Company's shares. With the implementation of the Proposed Private Placement, the number of shares of the Company in circulation is expected to increase, the number of public shareholder will increase and will further increase the trading liquidity of the Company's shares.

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In the Proposed Private Placement, the Selling Shareholders intends to sell approximately 10% (ten percent) of all shares that have been issued and paid up in the Company. The Proposed Private Placement will be conducted outside and within the territory of the Republic of Indonesia by observing the prevailing laws and regulations, results of evaluation of market conditions and review from potential investors that can be considered following the Company's assistance and/or support to the Selling Shareholders. The Proposed Private Placement is not a Public Offering by Shareholders as referred to in OJK Regulation No. 76/POJK.04/2017 on Public Offering by Shareholders. The implementation of the Proposed Private Placement is targeted to be completed in the third quarter of 2019.

The scheme of the implementation of the Proposed Private Placement is offering the Company's shares owned by the Selling Shareholders to investors whose identities may only be known after the completion of the book-building process. The completion of the Proposed Private Placement will depend on the the fulfilment of all conditions that will be stipulated in the agreements that will be signed by the Selling Shareholders, the new shareholders, the Company and the placement agents appointed to assist with the implementation of the Proposed Private Placement.

As conveyed in the Assistance Request Letter, in relation to the implementation of the Proposed Private Placement, the Selling Shareholders request assistance and/or support from the Company to conduct the actions stated under point 2 below.

2. Object of Transaction

The object of the Transaction is the granting of support and/or assistance to the Selling Shareholders, which will be done by the Company.

The implementation of the Proposed Private Placement is expected to provide benefit in the form of an increase in trading liquidity on the exchange, increase in ease of access of funding through the capital market, domestically and internationally, increase of the company's profile in Indonesia and/or outside Indonesia, and the diversification of the Company's shareholders base. In relation to the benefit that will be obtained by the Company, the Company hereby grants its assistance to the Selling Shareholders, including by providing the latest data or information, which is true and accurate, as needed by the Selling Shareholders. Hopefully, the implementation of the Proposed Private Placement will provide positive impact to the Company and subsequently bring positive impact to the shareholders.

The scope of assistance and/or support that will be granted by the Company in relation to the Transaction based on the Assistance Request Letter is as follows:

1. appointing and engaging various advisers that the Company considers necessary for the Proposed Private Placement, including but not limited to any underwriting banks/placement agents, financial advisor, legal counsel/lawyers (both international and domestic), auditor, tax advisor, industry consultant, coal reserve consultant and appraiser (collectively referred to as the "Involved Parties");

2. (i) assisting the Involved Parties in their due diligence of the Company and its subsidiaries, including setting up a data room (either physical or otherwise) and providing information relating to the Company and its subsidiaries which is necessary for the purpose of conducting the

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Proposed Private Placement, (ii) cooperating with the Involved Parties in relation to the above due diligence process including attending meetings and/or conference calls to discuss all aspects of the Company and the information provided in the data room, (iii) making available all accounting, financial and operating information and access to the Company’s current and former auditors, and access to the key customers, suppliers, or contractors of the Company for the purpose of due diligence as is required for the Proposed Private Placement by the Involved Parties, and (iv) providing access to the Company's other advisers;

3. assisting the Involved Parties in the preparation of documents required for the Proposed Private Placement, including but not limited to one or more offering circulars, analyst presentations, investor presentations and other materials that the Involved Parties consider necessary for the Proposed Private Placement;

4. participating in any analysts' presentations, investor meetings, and/or roadshows in connection with the Proposed Private Placement as requested by the Involved Parties;

5. making the directors, commissioners and/or management of the Company available to participate in any of the above events;

6. entering into any agreements or documents as are customary or required by the Involved Parties for a transaction of this nature, including without limitation international placement/underwriting agreements, investment or share purchase agreements, lock-up agreement, non-disclosure agreements, engagement letters/agreements and cornerstone agreements, and to provide therein the necessary representations, warranties, undertakings, covenants and indemnities as are customary for a transaction of this nature;

7. doing any and all actions necessary, including without limitation obtaining all necessary corporate and regulatory approvals and issuing all necessary announcements (including cleansing announcements and any other announcements in connection with the provision of assistance provided as contemplated by the Assistance Request Letter), in order to carry out all matters in relation to the Proposed Private Placement, in each case in accordance with applicable laws and regulations;

8. obtaining fairness opinions in connection with the assistance provided by the Company as contemplated under the Assistance Request Letter from an appraiser registered in OJK as requested by the Involved Parties and in accordance with applicable laws and regulations;

9. complying with any guidelines or restrictions on marketing and publicity or non disclosure agreements and process letters that may be prepared in connection with the Proposed Private Placement; and

10. supporting the Involved Parties (and any other advisers that the participating shareholders may separately appoint) in connection with the Proposed Private Placement, including with respect to actions under items 1 to 9 above as well as any other assistance that they require in order to ensure the successful completion of the Proposed Private Placement.

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The Selling Shareholders agree to reimburse the Company for all costs and expenses incurred by the Company and/or its subsidiaries in connection with the Transaction. These costs and expenses include all fees and expenses of the Involved Parties as well as all expenses for the investor meetings and roadshows. For the avoidance of doubt, all costs and expenses incurred by the Company and/or its subsidiaries in connection with the Transaction will be reimbursed by the Selling Shareholders, without being subject to the completion or success of the Transaction.

3. Purpose and Benefit of the Transaction

The purpose and benefit of the Transaction is to provide support and provide efficiency to the implementation of the Proposed Private Placement, which will give benefit to the Company, among others, as set out below:

1) The implementation of the Proposed Private Placement will increase the number of shares that are being circulated in public and increase the number of public shareholders. Hopefully, after the implementation of the Proposed Private Placement, there will be better liquidity over the trading of the Company's shares in the market, resulting in the creation of a wider investor base, which will give the Company greater funding options, such as rights issues (whether domestically or internationally), if needed.

2) The increase in market liquidity will result in the share price reflecting its intrinsic value as a price discovery, which enables greater circulation of the number of shares.

3) The increase in number of shares that are owned by the public in the shareholding structure will encourage the management to continue improving the quality and performance of the Company, in implementing good corporate governance principles.

4. Details on the Parties in the Transaction

Below is a brief explanation of the parties involved in the Transaction, which are the Company and Dato' Dr. Low Tuck Kwong.

1) Company

a. General Information

The Company is a limited liability company, established under Deed of Establishment No. 12 dated 7 October 2004, made before Yani Indrawaty Wibawa, S.H., Notary in Jakarta. The Deed of Establishment of the Company has been approved by the MOLHR under its Decree No. C-30690. HT.01.01.TH.2004 dated 21 December 2004, and published in State Gazette of the Republic of Indonesia under No. 65 dated 16 August 2005 Supplement No. 8773.

Articles of association of the Company have been amended several times, lastly as provided under Deed No. 24 dated 10 January 2018, made before Mala Mukti, S.H, LL.M., Notary in Jakarta ("Deed No. 24/2018"), which deed has been approved by the MOLHR by the virtue of its Decree No. AHU-AH.01.03.0016635 dated 15 January 2018 and registered with the Company Registry No. AHU-0004445.AH.01.11.TAHUN 2018 dated 15 January 2018.

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b. Purpose and Objectives and Business Activities

The purpose and objectives of the Company are to engage in trading and services activities.

c. Capital Structure and Shareholding Composition of the Company

The shareholding composition of the Company based on the shareholders register of the Company issued by PT Raya Saham Registra as the Share Registrar of the Company, as per 31 March 2019 is as follows:

Name of the Shareholders

Nominal Value Rp. 100 per Share % Number of Shares Nominal Value (Rp)

Authorized Capital 12,000,000,000 1,200,000,000,000 -

Issued and Paid-up Capital

3,333,333,500 333,333,350,000 -

Shareholders

1. Dato' Dr. Low Tuck Kwong

1,790,977,400 179,097,740,000 53.73

2. PT Sumber Suryadaya Prima

333,338,000 33,333,800,000 10.00

3. Engki Wibowo 198,707,500 19,870,750,000 5.96

4. Public* 1,010,310,600 101,031,060,000 30.31

Total amount of Issued and Paid-up Capital

3,333,333,500 333,333,350,000 100.00

Shares in Portfolio 8,666,666,500 866,666,650,000 -

* Public ownership is below than 5% of the total issued capital.

d. Management

Based on Deed No. 24/2018 and Deed of Restatement of Resolutions of an Annual General Meeting of Shareholders of the Company No. 15 dated 3 July 2018, made before Mala Mukti, S.H., LL.M., Notary in Jakarta, which has obtained its receipt of notification from the MOLHR based on the notification receipt No. AHU.AH.01.03.0218191 dated 4 July 2018 and registered with the Company Registry No. AHU-0085463.AH.01.11.TAHUN 2018 dated 4 July 2018, the composition of the Board of Directors and the Board of Commissioners of the Company are as follows:

Board of Directors

President Director : Dato’ Dr. Low Tuck Kwong Director : Lim Chai Hock Director : Engki Wibowo Director : Jenny Quantero Director : Low Yi Ngo Director : Alastair Gordon Christopher McLeod Director : Russell John Neil Director : Insu lee Independent Director : Soemarno Witoro Soelarno

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Board of Commissioners

President Commissioner : Purnowo Yusgiantoro Commissioner : Michael Sumarijanto Commissioner : Chin Wai Fong Commissioner : Lifransyah Gumay Independent Commissioner : Rozik B. Soetjipto Independent Commissioner : Amir Sambodo

e. Summary of Important Financial Information of the Company

The following is a summary of the financial information of the Company which is sourced from the Financial Statements

Consolidated Financial Position Report (in United States dollars)

31 December

2018 2017

Total assets 1,150,863,891 888,813,140

Total liabilities 472,793,557 373,209,321

Total equity 678,070,334 515,603,819

Profit and Loss Report and Consolidated Other Comprehensive Revenue (in United States dollars)

31 December

2018 2017

Revenue 1,676,717,292 1,067,376,037

Base cost of

revenue

829,789,958 513,796,076

Profit/(loss) in

current year

524,309,273 338,017,199

2) Dato' Dr Low Tuck Kwong

Dato' Dr. Low Tuck Kwong, Indonesian national 70 years old, currently serves as the President Director, and is the principal shareholder and controlling shareholder of the Company.

B. AFFILIATION RELATIONSHIP BETWEEN THE COMPANY AND SELLING SHAREHOLDERS

The relationship between the Company and Dato' Dr. Low Tuck Kwong is in the form of share ownership as Dato' Dr. Low Tuck Kwong is the Company's principal shareholder and controlling shareholder who owns at least 53.73% (fifty three point seven three percent) shares of all shares that have been issued and paid-up in the Company. In addition, Dato' Dr. Low Tuck Kwong currently serves as the President Director of the Company.

III. INDEPENDENT PARTY APPOINTED IN TRANSACTION In relation to the implementation of the transaction, the Company has appointed the Public Appraisal Office of Jennywati, Kusnanto & Rekan as the independent appraiser which provides the fairness opinion of the implementation of the Transaction. The Company intends to appoint

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other independent parties which are necessary to assist the Company in the implementation of the Transaction.

IV. SUMMARY OF THE APPRAISAL REPORT Public Appraisal Office of Jennywati, Kusnanto & Rekan (based on the Ministry of Finance Decree No. 2.09.0022 dated 24 March 2009 and listed as a capital market supporting profession of the OJK under Registered Letter of Capital Market Supporting Profession of OJK No. STTD.PB-01/PM.22/2018 (business appraiser)) was appointed by the Company's management as the independent appraiser in accordance to the engagement letter No. JK/190215-002 dated 15 February 2019 to prepare the fairness opinion on the Transaction.

The following is a summary of the Fairness Opinion Report on the Transaction which is prepared by the Appraiser:

1. Parties in the Transaction

The parties involved in the Transaction are the Company and the Selling Shareholder.

2. Object of Fairness Opinion

The transaction object in the Fairness Opinion Report on the Transaction is the support and/or assistance from the Board of Directors of the Company to the Selling Shareholders in connection with the Proposed Private Placement.

3. Purpose and Objectives of Fairness Opinion

The purpose and objectives of the preparation of the Fairness Opinion Report on the Transaction is to provide an overview on the fairness of the Transaction to the Company’s Board of Directors from financial aspects and to comply with the applicable regulations, i.e., Regulation No. IX.E.1.

The Fairness Opinion Report was prepared in accordance with Regulation No. VIII.C.3 and the 2018 SPI.

4. Limiting Conditions and Major Assumptions

The Fairness Opinion Report analysis on the Transaction was prepared using the data and information as disclosed above, such data and information of which the Appraiser have reviewed. In performing the analysis, the Appraiser relied on the accuracy, reliability and completeness of all financial information, information on the legal status of the Company and other information provided to the Appraiser by the Company or publicly available and the Appraiser are not responsible for the accuracy of such information. Any changes to the data and information may materially influence the outcome of the Appraiser's opinion. The Appraiser also relied on assurances from the management of the Company that they did not know the facts which led to the information given to the Appraiser to be incomplete or misleading. Therefore, the Appraiser are not responsible for the changes in the conclusions of the Appraiser's Fairness Opinion Report caused by changes in those data and information.

The Appraiser did not perform an inspection of the Company's fixed assets or facilities. In addition, the Appraiser also does not give an opinion on the tax impact of the Transaction. The service that the Appraiser provided to the Company in connection with the Transaction merely was the provision of the Fairness Opinion Report on the Transaction, not accounting services, auditing or taxation. The Appraiser did not perform observation on the validity of the Transaction from legal aspects and implication of taxation aspects. The Fairness Opinion Report on the Transaction was

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only performed from economic and financial aspects. The Fairness Opinion Report on the Transaction represented a non-disclaimer opinion and was an open-for-public report unless there was confidential information on such report, which might affect the Company's operations. Furthermore, the Appraiser have also obtained the information on the legal status of the Company based on the articles of association of the Company.

The Appraiser's work related to the Transaction was not and could not be interpreted in any form, a review or an audit or an implementation of certain procedures of financial information. The work was also not intended to reveal weaknesses in internal control, errors or irregularities in the financial statements or violation of law. In addition, the Appraiser did not have the authority and was not in a position to obtain and analyze a form of other transactions that existed and might be available to the Company other than the Transaction and the effect of these transactions to the Transaction.

The Fairness Opinion Report was prepared based on the market and economic conditions, general business and financial conditions as well as government regulations related to the Transaction on the issuance date of the Fairness Opinion Report.

In preparing the Fairness Opinion Report, the Appraiser applied several assumptions, such as the fulfillment of all conditions and obligations of the Company as well as all parties involved in the Transaction. The Transaction would be executed as described accordingly to a predetermined time period and the accuracy of the information regarding the Transaction which was disclosed by the Company's management.

The Fairness Opinion Report should be viewed as a whole and the use of partial analysis and information without considering other information and analysis as a whole may cause a misleading view and conclusion on the process underlying the Fairness Opinion Report. The preparation of the Fairness Opinion Report was a complicated process and might not be possible to perform through incomplete analysis.

The Appraiser also assumed that from the issuance date of the Fairness Opinion Report until the execution date of the Transaction, there were no changes that could materially affect the assumptions used in the preparation of the Fairness Opinion Report. The Appraiser are not responsible to reaffirm or to supplement or to update its opinion due to the changes in the assumptions and conditions as well as events occurring after the letter date. The calculation and analysis in the Fairness Opinion Report have been performed properly and the Appraiser are responsible for the fairness opinion report.

The conclusion of the Fairness Opinion Report is applicable for no changes that might materially impact on the Transaction. Such changes include, but not limited to, the changes in conditions both internally on the Company and externally on the market and economic conditions, general conditions of business, trading and financial as well as government regulations of Indonesia and other relevant regulations after the issuance date of the Fairness Opinion Report. Whenever after the issuance date of the Fairness Opinion Report such changes occur, the Fairness Opinion Report on the Transaction might be different.

5. Approaches and Procedures of Fairness Opinion

In evaluating the Fairness Opinion Report on the Transaction, the Appraiser had performed analysis through the approaches and procedures of the Fairness Opinion Report on the Transaction as follows: I. Analysis of the Transaction; II. Qualitative and quantitative analysis of the Transaction; and III. Analysis of the fairness on the Transaction.

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6. Conclusion of Fairness Opinion

Based on the scope of works, assumptions, data and information acquired from the Company's management which was used in the preparation of the Fairness Opinion Report, a review of the financial impact on the Transaction as disclosed in the Fairness Opinion Report, the Appraiser is of the opinion that the Transaction is fair.

IX. ADDITIONAL INFORMATION

If the Shareholders of the Company require further information relating to the Transaction, the shareholders may contact the Corporate Secretary of the Company, on any business day during working hours of the Company at the following address:

PT BAYAN RESOURCES TBK. Office 8 Building, 37 Floor Unit A-H Sudirman CBD Lot 28

Jl. Jenderal Sudirman Kav. 52-53 (Jl. Senopati Raya 8B) Kebayoran Baru, South Jakarta 12190,

Indonesia

Phone: (6221) 2935 6888 Fax : (6221) 2935 6999

website: www.bayan.com.sg email: [email protected]

U.p. Jenny Quantero

Jakarta, 22 April 2019 The Board of Directors of the Company