Acquisitions of 65% shares of Cibitung –

Tanjung Priok Tollways Project

Jakarta, November 2022

TRANSACTION FINANCING PROPOSAL

CHAPTER I

TRANSACTION
SUMMARY &
INVESTMENT THESIS
 TRANSACTION SUMMARY
Ownership
• Initially owned by PT Waskita Toll Road (WTR), the assets was fully transferred to its current owner due to pandemic situation which forced to ceased the
construction effort;
• The current owner, PT Akses Pelabuhan Indonesia (PT API), received mandate from the government to continue the construction where it deemed as one of
the national strategic project;
• This divestment transaction was initiated because the construction progress is nearly finished and it is not within PT API core business.

35% 65%

Tender Result:
• PT CMK has been awarded as a preferred bidder in 26 October 2022 with IDR 7.0 Trillions purchase price for acquiring 65% of PT CTP shares.
• The Conditional Shares Purchase Agreement (CSPA) is signed in the 15 November 2022. The indicative payment terms are specified below:
o Term 1 – IDR 350 billion at 16 December 2022 with the following sub-schemes:
 Term 1A – At least IDR 25 billion will be paid on cash at 16 December 2022
 Term 1B – The rest of IDR 325 billion can be paid later until 31 March 2022 with bank instrument requirement from 16 December 2022.
o Term 2 – IDR 1,75 trillion at April 2023
o Term 3 – IDR 2,10 trillion at July 2023
o Term 4 – IDR 2,80 trillion at October 2023
 KEY INVESTMENT THESIS
Business Sustainability Prospect (1/6) – Access to the Industrial Areas

Connecting Industrial Area

• CTP stands to benefit from
development of modern
logistics warehousing
supporting commercial activities
in Greater Jakarta Area,
majority of which (61% or 25
industrial areas) are located in
the eastern outskirt of Jakarta,
close to JTCC
Sumatera and • CTP will have direct access to
Banten Area the Kalibaru Terminal via New
Priok With an area of ~236
ha(1) and capacity of ~4.5
million TEU/year and ~1 million
metre cubic for container and
product terminal, respectively.
Jakarta, Bogor, • Kalibaru Terminal is located
Ciawi, Sukabumi close to existing Tanjung Priok
Port and further complement
Area the port's activity
Central Java

In addition to comprehensive rest area facilities, the premise will offer attractive end-to-end logistics services particularly
suited for heavy vehicles
 KEY INVESTMENT THESIS
Business Sustainability Prospect (2/6) - Interconnectivity
Business Certainty
• Section 1, 2 and 3 has been
in commercially operated
since 2021 with daily traffic
New Priok East Access JORR E2, E3
37.353 trx of 24,000.
Jakarta – (NPEA)
Tangerang Toll
Operate Q1 2021 daily (2019) • Section 4 expected to
54.246 trx daily
Road operate in December 2022
(Q3 2022)
376.798 trx and expected to reach a
daily (2019) daily traffic of 30,000 in 2023
and to ramp up to 40,000 in
2027. [Brownfield
JORR W2
91.389 trx daily (2019) Infrastructure]
Traffic
from Jakarta –
Suma Captive Traffic
tera Cikampek
(Trans Java)
• CTP’s traffic volume is
432.364 trx poised to benefit from its
Operate Q4 2019 JORR S
163.028 trx daily (2019)
daily (2019) interconnectedness with
53.223 trx daily various existing toll roads,
(Q3 2022)
such as Jakarta-Cikampek
T
fro raffic and Jakarta Outer Ring
mT
Operate Q1 JORR E1 Fu Par
ll O tia Jav rans Road 2 JORR toll network
22

a
4 ,

pe l O p
Q n

89.661 trx daily (2019)

2021 • Cawang interchange is
20
n ti o

ra
t i o er at
t i o ra

9.132 trx daily n Q i on

ra pe

42 , already saturated and create

pe O

(Q3 2022) 02
O al

2
l l rti

deadlock in any given time,

Fu Pa

(
se 11) N
gm e
thus Cibitung – Cilincing toll
a ffic c o e n g le c
op ns t, u ta road will be able to ease the
Congested Interchange in Tr om i er tru nk ble
ati
fr raw on ctio now current load by bypassing
Kp. Rambutan, Cawang & Cikunir go Jagorawi Toll Road, tim n & n
Ja Toll 413.856 trx daily (2019)
el i
ne the mentioned interchange.
 KEY INVESTMENT THESIS
Business Sustainability Prospect (3/6) - Urbanization

Real estate development:

• Near to the project, there are
at least 22 residential and
industrial areas development
with total land area of 3.425
ha, which provide captive
market on private and
commercial vehicle travel
• Majority of the
development is estimated
to be completed by 2025.
Growing Vehicle
Ownerships:
• Strong growth of vehicle
ownership for private,
passenger and commercial
vehicles after pandemic
effect.
• Significant traffic coming
from high activity of
commercial vehicles
commuting between
Tanjung Priok Port and
industrial areas in the
eastern side of Jakarta
 KEY INVESTMENT THESIS
Business Sustainability Prospect (4/6) – Logistic Hub Support

Compared to other toll road rest areas, CTP's rest area & logistic park offers differentiated end-to-end services aimed at heavy transport
vehicles passing through CTP

Logistic Park Facilities: Dry Port, & Warehouse (120 ha)

Warehouse Rental Warehouse Handling Container Warehouse Container Handling Container Carwash
Warehousing for goods Transports/handles For safekeeping of Container lifting For empty
that will be transported by Goods from and to the containers service containers
heavy transport vehicles warehouse

Rest Area Facilities (2-4 Rest Areas, each 6 ha)

Plaza Stand Alone Counter Canteen Counter Gas Stations

For medium to large Smaller commercial Food & beverage Counters within a For all types of
retail space purpose semi-permanent area vehicles
 KEY INVESTMENT THESIS
Business Sustainability Prospect (5/6) – Strong Government Support
National Strategic Project:
The Project is listed as one of the National Strategic Projects by the Government of Indonesia. The advantageous of
the National Strategic Project Facilities, as specified below:
• Ease of planning: Licensing and non-licensing, Spatial layout, Land acquisition, & Environmental studies and use of
forest areas
• Ease of preparation: Project preparation facilities, Joint utilization of State-Owned Enterprise (SOE) assets
• Ease of transaction: Granting right to match to initiator Business Entities
• Ease of construction: On Projects initiated by Business Entities, the Government Contracting Agency shall control
over the implementation of the construction and the ministry/agency shall issue the construction function eligibility
certificates.
• Ease of operation and maintenance: Obtaining operating and maintenance funds may be sourced from
national/local budget.

Government policy on integrated port ecosystem and its connectivities (NPEA and The Toll Roads)
Inflation-Based Tariff Adjustment:
Considering the mechanism of toll road infrastructure tariff determination during the start of the operation as well as
tariff adjustment once every two years, investors in this space stand to benefit from:
• Initial Tariff Determination: Base tariff is determined before commercial operation commences and typically
determined by considering various factors which include:
• Toll Tariff Adjustments: According to Indonesian Law No.2/2022 about Road, toll road operators are eligible to
request for tariff adjustment every 2 years based on inflation rate
• Other Adjustments: If the Ministry of Public Works and Housing fails to adjust the toll road tariff on time, the Toll
Road Concession Company may: 1) Demand for tariff adjustments and/or 2) Request for extension of the
concession period.
 KEY INVESTMENT THESIS
The Corporate Enlargement (6/6) – More Than IDR 20 Trillions Potential Opportunities

The toll road project cooperation between PT

CMK and Pelindo Group in the first step towards
the further cooperation such as:
1. Required Major Maintenance of the
Cibitung-Cilincing Toll Road, worth IDR 15,1
Trillion
2. NPEA Access Road Project, worth IDR 5
Trillion
3. Dry Port Financing, worth IDR 1.6 Trillion
4. Panjang Sea Port Access Project, worth
IDR 2 Trillion
5. Dumai Sea Port Access Project, worth IDR
3 Trillion
CHAPTER II

PROFILE OF THE
TARGET COMPANY
 PROJECT COST & CAPITAL STRUCTURE

PPJT PPJT Evaluation PPJT Evaluation Est. Total Cost

Project Cost (IDR Est. Cost to
30-Jun-22
billions) (June 2011) (Dec 2018) (Aug 2020) (by CMK) Completion

Project Cost
Construction 2,678 7,707 9,561 8,317 9,239 923
Supporting Capex 238 258 322 205 308 104
VAT 312 796 988 753 955 202
Overhead Cost 25 98 133 155 159 4
Land Acquisition 288 288 288 288 288 -
Contigency 201 - - - - -
Financing Cost & IDC 479 1,658 1,623 1,672 1,832 160
Total 4,220 10,805 12,915 11,390 12,781 1,391
Project Financing
Equity 1,266 3,241 3,874 3,874 3,874 -
Debt 2,954 7,563 9,040 6,159 7,321 -
Unused •
Credit Top-up
Required Line Facility
(Jun -22) - Interest Rate - Tenor - Following the Declared
1,356 Project Cost 1,585
in PPJT Evaluation, which
1,391
Total
Tranche A 4,220 10,805 12,915 is amounting10,034
to IDR 12,91 Trillions,12,781
The Debt to Equity Ratio is
1,391
ATD 3 Months + 4.15% 180 months
set on 70% (seventy percent) debt portion and 30% (thirty
1. Bank BRI 1,500 285
2. Bank Mandiri 1,500 334 (Construction Period) (Senior Loan) percent) equity portion.
3. Bank BNI 46 900 170 ATD 3 Months + 3.90% • However, PT CTP current line of credit is only IDR 7.32
4. CIMB Niaga 1,000 189 (Operation Period) Trillions or equals to 57% of the Declared Project Cost, which
5. Panin Bank 500 93 was obtained on December 2018 or before the Declared
6. Bank Jatim 200 38 Project Cost escalation in as stipulated in the Minutes of
7. Bank DKI 200 38 Evaluation of Changes in Cibitung-Cilincing Toll Road
5,800 1,147 Concession Business Plan on 2020.
Tranche B • Thus, PT CTP is now looking for additional line of credits of
1. PT SMI 1,000 4 ATD 3 Months + 6.80% 204 months
(Construction Period) (Subordinated 13% of the Declared Project Cost, or equals to IDR 1.4 - 1.7
2. IIF 521 22 ATD 3 Months + 6.55% Loan) Trillions as a result of the Declared Project Cost increasing in
(Operation Period) PPJT 2020. PT CTP expect the new line of credits will be
1,521 26 obtained by 2Q-23.
 PROJECTED TRAFFIC & TARIFF

The traffic volume is expected to grow with a CAGR of 10.8% on the growth period start from 2022 until 2054, in line with the construction of the New
Priok Eastern Access (NPEA) as one of the catalysts. From 2054F onwards, traffic growth is expected to be stabilize. The traffic will be dominated by the
Type-I vehicles. The sources of the Traffic Generator including 22 New industrial & Housing around the tollroad, NPEA, New Rest Area & Logistic Park,
New Interchange due to Metland-Cibitung property development, & JORR 2 toll road connectivity. This traffic projection is much more conservative
than seller’s version.

Daily Traffic Volume Assumptions

800,000
700,000
600,000
500,000
400,000
300,000
200,000 022- 2053: 10.8 %
CAGR 2
100,000
-
22 24 26 28 30 32 34 36 38 40 42 44 46 48 50 52 54 56 58 60 62 64 66 68
20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20
- Type 1 - Type 2 - Type 3 - Type 4 - Type 5

The tariff of JTCC is based on the PPJT agreement, at IDR Section Base Tariff (Type I) References
1,987/km for Type I, with a multiplier of 1.5x for Types II &
III, and a multiplier of 2.0x for Types IV & V. Tariff rates are
Section 1
Section 2
IDR 5.500
IDR 20.000
Need Upgrade
Ministry Decree No. 838 2021
Ministry Decree No. 750 2022
assumed to increase every 2 years (8 quarters) at an
escalation rate of 4% p.a. Section 3 IDR 28.500 Ministry Decree No. 750 2022
Section 4 IDR 15.000 Estimates based on Section Length (7.5 km)
 MAJOR MAINTENANCES & FUTURE CAPEX

Major Maintenance Schedule

3,000,000
2,800,000
2,600,000 - 10 Years Major Maintenance
2,400,000 - 5 Years Major Maintenance
2,200,000 - 3 Years Major Maintenance
2,000,000
1,800,000
1,600,000
1,400,000
1,200,000
1,000,000
800,000
600,000
400,000
200,000
-
018 020 022 024 026 028 030 032 034 036 038 040 042 044 046 048 050 052 054 056 058 060 062 064 066 068
2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2

• As regulated by Ministry of Public Works Decree No 16/2014, PT CTP must plan and schedule the Periodic Major Maintenance for every 3 years period, 5 years period, and
10 years period.
• The total Major Maintenance cost for the entire concession period is estimated to be IDR 15.1 Trillions (incl. VAT 11%). Those are equal to IDR 5.09 Trillions present value if
it is discounted on the 4.0% inflation rate.
• PT CTP will make a provision account on the P&L following this major maintenance planning, as standardized in PSAK 57 (Provision, Liability, Contingency, & Contingent
Assets). This accounting treatment will affect the P&L bottom line and the dividend eventually.
 PROJECTED EBITDA & DIVIDEND
• EBITDA projection is estimated to keep spiking
EBITDA & Interest Expenses
30,000 up start from 2022 until the end of the
concession period due to the exponentially
25,000 EBITDA higher revenue in the future. The EBITDA
Interest Expenses Margin is estimated to be above 90% start from
20,000 2030. This is fair as most of the operational
expenditures in the CTP is categorized as the
15,000
fixed costs.
10,000 • Start from 2024, both the interest coverage and
the Debt Service Coverage Ratio (DSCR) are
5,000 expected to be more than 1.0x, and from 2028
onwards will be >2.0x.
-
• Strong EBITDA performance in the future
2022
2024
2026
2028
2030
2032
2034
2036
2038
2040
2042
2044
2046
2048
2050
2052
2054
2056
2058
2060
2062
2064
2066
2068
promises strong profitability and liquidity to
support the loan repayment and investment
Dividend & Free Cash Flow to Equity returns.
25,000 • Assuming that the existing loan facilities have
Dividend been restructured thus the dividend distribution
20,000 FCFE restrictions are removed, the first dividend
payment from PT CTP to the shareholders is
15,000 estimated to be executed in 2027, by using
2026 financial statement. This estimation have
10,000 included the major maintenance sinking fund
and the allocation of appropriate retained
5,000 earnings amounting to 20% of the share
capital.
- • From 2030 onwards, the dividend payable is
2022
2024
2026
2028
2030
2032
2034
2036
2038
2040
2042
2044
2046
2048
2050
2052
2054
2056
2058
2060
2062
2064
2066
2068
assumed to be at least equals to cash flow
(5,000) available for dividend payment.
 PROFITABILITY & BANKABILITY

Debt Service Coverage Ratio Profit Margin

25.0 23.6 100.0%
22.4
80.0%
20.0
15.616.3 60.0%
15.0
40.0%
10.0
20.0%
5.0 4.6 4.7
2.2 2.2 2.6 2.1 2.4 2.2 2.3 2.3 2.8 1.8 0.0%
1.3 22 25 28 31 34 37 40 43 46 49 52 55 58 61 64 67
0.0 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
EBITDA Margin Operating Profit Margin

Interest Coverage
180.0 • PT CTP looks bankable in 2024, showed by more than 1.0x DSCR and
160.0 156.9 Interest Coverage.
140.0 • PT CTP bankability is heavily supported by PT CTP’s profitability,
120.0
specifically start from 2024. EBITDA Margin in 2024 hit more than 80%,
96.3 and will be stable at more than 90% years ahead.
100.0
77.7 • The refinancing structure is proposed to give PT CTP one year grace
80.0 68.2
60.3 period for stabilizing its cash flow
60.0 52.8
40.0
20.0
3.3 4.0 4.7 6.2 7.5 9.9 13.1
1.5 2.4 2.5 3.0
0.0
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
 INDICATIVE FAIR VALUE
IDR 7.0 Trillions

DCF - 1% Inflation Increase 5.47 8.28

DCF - 15% OPEX & MM Efficiency 5.61 8.49

DCF - 15% MM Efficiency 5.58 8.46

DCF - 15% OPEX Efficiency 5.57 8.44

DCF - 15% Traffic Upsize 6.91 10.30

DCF - 15% Traffic Downsize 4.13 6.46

Base DCF 5.54 8.40

Transaction Multiples 3.73 7.46

- 1.00 2.00 3.00 4.00 5.00 6.00 7.00 8.00 9.00 10.00 11.00

• The valuation range should not be relied on as assumptions and market condition may change from time to time.
• The purchase price decision will be relied on the buyer’s risk appetite to execute the deal.
• The market approach based on the Transaction Multiples provided wider range following the comparable data availability.
CHAPTER III

PROPOSED FINANCING
STRUCTURE
 PROPOSED FINANCING STRUCTURE

Lenders/Financiers Investment Value Debt Equity Total

Dividend Transaction Cost 4,900 2,100 7,000
Interest During Grace Period* 511 219 730
Pre-Operation Cost - 150 150
Strategic Total Investment 5,411 2,469 7,880
Partner Acquisition Payment Debt Equity Total
Interest - Term 1 – 16 Dec 22 - 350 350
Payment & Equity Inj. (10%) - Term 2 – 31 Mar 22 - 1,750 1,750
Dividend
Financing Fee - Term 3 – 30 Jun 22 2,100 - 2,100
- Term 4 – 30 Sep 22 2,800 - 2,800
SPV or JV Total Investment 4,900 2,100 7,000
Co Interest During Grace Period Debt Equity Total
Transaction Equity Inj. (20%)
- Year: 2023 93 40 133
Loan (70%) - Year: 2024 277 119 395
- Year: 2025 141 60 201
Total Investment 511 219 730
Ownerships Ownerships Cash Drawdown Debt Equity Total
(65%) (35%) 09-Dec-22 - 400 400
24-Mar-23 - 1,850 1,850
23-Jun-23 2,140 40 2,180
Dividend 23-Sep-23 2,853 - 2,853
01-Jan-24 277 119 395
01-Jan-25 141 60 201
Total Investment 5,411 2,469 7,880
* Financing Cost Facility is calculated by the proposed key terms which
Dividend
PT CMK has been awarded includes Interest during 2 Years Grace Period
as a preferred bidder in 26
October 2022 with IDR 7.0 • The Transaction Credit Facility is purposed to finance the acquisition of PT CTP. The loan portion is
Trillions purchase price for proposed to be up to 70% of the total acquisition cost under Leveraged Buyout Scheme. The
acquiring 65% of PT CTP transaction credit includes the financing cost loan.
shares • PT CMK is seeking other strategic partners to fulfill the 20% of the equity portion
 PAYMENT TERM ON CSPA

• PT CMK must issue the • Second installment to be made no

banking instrument for later than 1 July 2023.
guaranting the portion of down • Sales & Purchase Agreement
payment amounting to IDR 325 (SPA) stage 2: The cash paid on
billion and can be liquidated to this stage will be converted to
PT API‘s bank account no later 19.5% shares of PT CTP
than 31 March 2023
• No share transfer yet on this
stage, but will be converted to
the PT CTP shares after the
third installment

Down Payment – Second

Down Payment – Banking First Installment: Third Installment:
Installment: IDR
Cash Portion: IDR 25 Instrument: IDR IDR 1.750 billion IDR 2,800 billion
2,100 billion
billion 325 billion

• Down payment is declared at • First installment to be made no • Third installment to be made no

IDR 350 billion. PT CMK must later than 1 April 2023. later than 1 October 2023.
pay the down payment • Sales & Purchase Agreement • Sales & Purchase Agreement
amounting to IDR 25 billion by (SPA) stage 1: The cash paid (SPA) stage 3:
cash transfer to PT API‘s bank on this stage will be converted a) The cash paid on this
account at 16 December 2022. to 16.25% shares of PT CTP stage will be converted to
• No share transfer yet on this 26.0% shares of PT CTP
stage, but will be converted to b) The down payment paid by
the PT CTP shares after the PT CMK previously will
third installment also be converted into
3.25% shares of PT CTP
PROPOSED EQUITY FINANCING SCHEME (1 OF 2)

PARTNERSHIPS OFFERING
Strategic
Partners • With the business potential, PT CMK would like to offer
the 75% of SPV ownerships worth IDR 2,6 Trillion with
the following breakdowns:
a. Amounting to IDR 2,1 Trillions will be used to
25% 75% Network finance the equity portion of the PT CTP
Engagement acquisition
b. Amounting to IDR 150 billions will be used to
SPV/JV finance the set-up cost and first year operation of
Co PT CMK
c. Amounting to IDR 350 billions will be recorded as
a transaction premium for the PT CMK goodwill in
winning the M&A tender.
65% 35% • To comply with the seller’s governance, PT CMK to set
up the SPV with majority ownerships in the early of
December 2022.
• The strategic partners can inject its capital by using
1. Required Major Maintenance of the
both Equity Injection and the Convertible Notes.
Cibitung-Cilincing Toll Road, worth IDR
• The strategic partners will have an option to convert its
15,1 Trillion
2. Financing Opportunity: NPEA Access notes to the equity after the entire 65% of the PT
Road Project, worth IDR 5 Trillion CTP’s shares is transferred to the SPV.
3. Financing Opportunity: Dry Port
Potential Financing, worth IDR 1.6 Trillion
Opportunities 4. Financing Opportunity: Panjang Sea
Port Access Project, worth IDR 2 Trillion
5. Financing Opportunity: Dumai Sea Port
Access Project, worth IDR 3 Trillion
 PROPOSED EQUITY FINANCING SCHEME (2 OF 2)

Stage 1: SPV Establishment Stage 2: Zero-Coupon Short- Stage 3: Debt Financing Stage 4: Conversion Option
• To comply with the seller’s term Convertible Notes • Banks are assumed to Execution
governance, PT CMK needs Issuances finance IDR 4.9 Trillion or • The Short-term Convertible
to set up the SPV with 55% • The SPV will issue the Zero equals to 70% of the total Notes holder will have an
ownerships in the early of Coupon Short-term transaction value option to convert its notes
December 2022. Convertible Notes in • The Debt financing is into the new SPV shares
• PT CMK will invite the February-March 2023 assumed to be disbursed • The conversion will be
Strategic Partners to initially amounting to IDR 1.23 trillion during the 3rd and 4th executed once the entire
invest as equity for 45% • The Zero Coupon Short-term 65% of the PT CTP’s shares
ownerships. Convertible Notes will be is transferred to the SPV.
• For this structure, PT CMK issued at discount level (90- • After the note conversion, the
will make a cash injection 95), and will be converted at ownerships of PT CMK to the
amounting to IDR 562.5 bio. the par level. SPV will be diluted to 25%.
• Meanwhile, Strategic • The conversion price will be
Partners will make a cash mirroring the discount level
injection, amounting to IDR on the Short-term Convertible
459.5 bio Notes

45% Convertible
Strategic Loan, held by
Partner the Partners: Bank Loan: IDR Bank Loan IDR
IDR 1,228 bn 4,900 bn 4,900 bn

100% SPV 100% SPV 100% SPV 100% SPV Assets:

Assets Assets Assets
45% Partners’
55% PT Ownerships:
CMK Convertible Loan:
75% Partners’
IDR 1,228 bn
Ownerships:
55% PT CMK 45% Partner’s Equity
25% PT CMK
55% (PT CMK) Equity Ownerships
CHAPTER IV

EQUITY TRANSACTION
FOR STRATEGIC
PARTNER
 CASH FLOW FOR LOAN REPAYMENT (IDR Billions)

The debt is assumed to be 70% of the total transaction cost. The cash available for debt repayment is calculated by using the ending cash balance after
reducing the cash receipt from dividend with the interest payment and any operation costs. Capitalization period is defined as the period which SPV has yet to
receive the dividend from PT CTP. The capitalization (grace) period is assumed to be 2 years, start from April 2023 until April 2025

SPV CF 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038
Acquisition Cost (350) (6,650) - - - - - - - - - - - - - - -
Set-up Cost - (67) (16) - - - - - - - - - - - - - -
Equity Injection 400 1,011 119 60 - - - - - - - - - - - - -
Convertible Notes - 1,098 - - - - - - - - - - - - - - -
Loan Drawdown - 4,993 277 141 - - - - - - - - - - - - -
Loan Repayment - - - (8) (15) (23) (34) (51) (76) (114) (171) (257) (385) (577) (866) (1,299) (1,536)
DSRA Proceed - - - 618 659 812 635 688 852 863 472 942 1,616 1,901 2,540 2,201 2,796
DSRA Released - (119) (273) (420) (426) (435) (449) (469) (500) (546) (616) (720) (876) (1,111) (1,463) (1,565) -
Dividend Payment - - 119 273 420 426 435 449 469 500 546 616 720 876 1,111 1,463 1,565
Interest Payment - (133) (395) (406) (405) (403) (401) (398) (393) (386) (375) (359) (335) (299) (245) (164) (29)
Operation Cost - - - (16) (17) (18) (18) (19) (20) (21) (21) (22) (23) (24) (25) (26) (27)
FreeLenders CF
Cash Flow 202250 2023
133 2024
(170) 2025
243 2026
217 2027
360 2028
168 2029
199 2030
332 2031
296 2032
(165) 2033
200 2034
716 2035
766 2036
1,052 2037
610 2038
2,769
Inv. Loan Proceed - (4,900) - - - - - - - - - - - - - - -
Int. Loan Proceed - (93) (277) (141) - - - - - - - - - - - - -
Financing Income - 133 395 406 405 403 401 398 393 386 375 359 335 299 245 164 29
Loan Repayment - - - 8 15 23 34 51 76 114 171 257 385 577 866 1,299 1,536
Total Cash Flow - (4,860) 119 273 420 426 435 449 469 500 546 616 720 876 1,111 1,463 1,565
Notes:
• The SPV is expected to gain its first dividend from PT CTP at June 2025 based on the net profit by end of December 2024.
• The Financing Cost loan is assumed to be drawdown in accordance with the interest payment schedule.
• The Cash for Debt Repayment is assumed on scheduled payment mechanism, as specified on the key term sheet. The entire loan is expected to be fully
repaid at 2038 or 15 years loan period (including 2 years grace period).
• SPV will pay 30% of the accrued interest expenses by using its equity during the capitalization period. Thus, there will be still cash inflow for
the lenders during the capitalization period.
• According to the Indonesian Law No 7/2021 Dividend Revenue for an institutional investor is no longer classified as the income tax subject
 INVESTMENT RETURN (IDR Billions)

14,000,000
SPV's FCFE
Strategic Partner's Free Cash Flow
12,000,000
PT CMK's Free Cash Flow

10,000,000

8,000,000

6,000,000

4,000,000

2,000,000

(2,000,000)

The picture describe SPV return with 30% equity portion of the Return Equity IRR Equity NPV
transaction, Strategic Partner’s return with 75% equity portion of the PT CTP (since-2018) 24.9% 6,983
SPV, and PT CMK’s return with 75% equity portion of the SPV. This is SPV/JV Co 20.0% 2,377
also included the transaction premium payment, amounting to IDR 350 Strategic Partner 16.7% 1,423
bn, paid by Strategic Partner to PT CMK
Thank You

//CITRA MANUNGGAL KO NSTRUKSI

//