REPORT ON INFORMATION OR MATERIAL FACTS

Public Company

PT Fajar Surya Wisesa Tbk. (“Company”)

Business Activity

Industry and Trade

Phone Number

(021) 344 1316

Facsimile

(021) 345 7643

E-mail address

legalfasw@fajarpaper.com

1.        

10 May 2019

2.        

The proposed sale and purchase of shares of the Company

3.

With reference to the notification from PT Intercipta Sempana (“ICS”), Mr. Winarko Sulistyo (“WS”), Ms. Vilia Sulistyo (“VS”) and PT Intratata Usaha Mandiri (“IUM”) informed via letter to the Company dated 10 May 2019 (“Notification Letters”), SCG Packaging Public Company Limited through its subsidiary (“SCG Packaging”) intends to purchase shares in the Company from the existing shareholders of the Company, which are ICS, WS, VS, IUM and other shareholders namely PT Garama Dhananjaya and Mr. Hartono Herjanto representing 55% of the total issued and fully paid-up capital of the Company (“Acquisition of Shares”), whereby following completion of the Acquisition of Shares, SCG Packaging will be the new controller of the Company.

4.        

Impact of the event, information or material facts to the operational activities, legal, financial condition or sustainability of the Company

The proposed Acquisition of Shares will not impact the financial condition of the Company, since the transaction will be carried out by the shareholders of the Company as described above (as sellers) and SCG Packaging (as buyer) and therefore the proceeds of the sale of shares in connection with the proposed Acquisition of Shares will be received by the sellers and not the Company.

However, the entry by SCG Packaging as the new shareholder of the Company is expected to further strengthen the Company’s position in paper industries in Indonesia and will further enhance the Company’s product worldwide, especially in ASEAN.

5.        

 Other information

In accordance with the Notification Letter:

a)   the proposed Acquisition of Shares will be made in accordance with the applicable law and regulations and will be subject to the fulfillment of the conditions precedent contained in the relevant documents in connection with the Acquisition of Shares;

b)   SCG Packaging has the right to nominate any of its subsidiaries to receive the shares and to assign its rights under the relevant documents in connection with the Acquisition of Shares to such subsidiary; and

c)   upon completion of the Acquisition of Shares, SCG Packaging will be the new controlling shareholder of the Company, and therefore SCG Packaging will perform mandatory tender offer pursuant to OJK Regulation No. 9/POJK.04/2018 on Takeover of Public Companies.