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.        

13 May 2019

2.        

The proposed sale and purchase of shares of the Company

3.

With reference to the (a) negotiation announcement made by SCG Packaging Public Company Limited (“SCG Packaging”)on Media Indonesia newspaper dated 13 May 2019; and (b) letter issued by SCG Packaging to the Company dated 13 May 2019, SCG Packaging through its subsidiary intends to purchase shares in the Company from its existing shareholders, which are PT Intercipta Sempana, Mr. Winarko Sulistyo, Mrs. Vilia Sulistyo, PT Intratata Usaha Mandiri 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.        

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 the 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.        

 In accordance with the Newspaper Announcement:

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.