Investment Thesis

01Executive Summary

~IDR 4.0T

Total Liabilities

Outstanding obligations

IDR 2.3T

Secured Debt

Asset-backed facilities

IDR 1.7T

Unsecured Debt

Restructuring candidates

We propose the establishment of a New Holding Company ("New HoldCo") as the primary investment vehicle to execute the financial restructuring and operational transformation of a fundamentally sound business currently experiencing liquidity constraints and an overleveraged capital structure.

The Company currently has total outstanding liabilities of approximately IDR 4.0 trillion, comprising:

IDR 2.3 trillion of secured debt, backed by pledged strategic assets; and
IDR 1.7 trillion of unsecured debt.

Rather than injecting capital directly into the existing operating company, the proposed transaction structure is designed to:

protect investor capital through asset-backed ownership;
optimize the Company's capital structure; and
establish a scalable platform for long-term value creation.

Exhibit 01 · Core proposition

Asset-backed ownership · Clean capital structure · Scalable platform

Investor capital enters New HoldCo — not the legacy operating company — and is paired with legal ownership of the strategic collateral assets. The legacy capital structure is resolved in parallel, leaving an unencumbered platform for operational turnaround and future growth.

02Proposed Transaction Structure

The investment will be executed through New HoldCo, which will serve as the ultimate holding company of the operating business.

Mandate of New HoldCo

Receive equity investment from the listed company, supported by capital sourced from Singapore;
Acquire and control the operating company;
Implement the comprehensive debt restructuring program;
Serve as the platform for future strategic expansion, acquisitions, and capital market transactions.

Exhibit 02 · Transaction flow

Listed Co. invests equityCapital sourced from Singapore flows into New HoldCo

Acquire operating companyNew HoldCo takes control of the operating business

Acquire collateralInvestor / SPV buys pledged assets from secured lenders

Restructure & operateRestructure unsecured debt; deploy growth capital

Under this structure, the investor does not assume the Company's historical liabilities directly. Instead, the investment is made into a newly structured platform with enhanced governance, stronger financial oversight, and a clearly defined transformation strategy.

03Investment Rationale

Value creation should be driven by business transformation — not the repayment of historical liabilities.

Through the proposed structure, investors will benefit from:

ownership of strategic assets as downside protection;
enhanced governance and control through New HoldCo;
immediate exposure to an established operating business with existing customers, productive assets, and ongoing operations; and
significant valuation upside resulting from financial restructuring and operational improvements.

Accordingly, fresh capital will be deployed to generate future enterprise value rather than merely refinancing legacy obligations.

04Current Situation

The Company is currently facing financial pressure arising from excessive leverage and constrained working capital.

Despite these challenges, the Company continues to possess several attractive investment characteristics, including:

productive and strategically located operating assets;
an established customer base;
an experienced management and operational team; and
strong long-term growth prospects, subject to an optimized capital structure.

05Debt Restructuring Strategy

A · Secured Debt (IDR 2.3 Trillion)

The cornerstone of the restructuring strategy is the acquisition of collateralized assets — rather than assuming the secured debt itself.

Through New HoldCo, the Investor or its designated Special Purpose Vehicle (SPV) will acquire the pledged assets directly from the secured lenders under mutually agreed commercial terms. The transaction proceeds will be utilized to fully settle the secured credit facilities, resulting in the discharge of the related obligations.

Upon completion of the transaction

The secured debt facilities will be fully extinguished;
Legal ownership of the collateralized assets will transfer to the Investor / SPV;
The Investor gains asset-backed downside protection through ownership of strategic operating assets; and
The Company will be released from the associated secured obligations.

To ensure uninterrupted business continuity, New HoldCo and / or the operating company will continue utilizing these assets under long-term commercial arrangements, including lease agreements, operating agreements, or other mutually agreed contractual structures.

Exhibit 03 · Buyback Option

A balanced long-term value realization mechanism

As part of the long-term capital strategy, the Investor / SPV will grant New HoldCo a contractual Buyback Option over the acquired assets. The Buyback Option may be exercised upon achievement of predefined financial milestones, including:

Sustainable positive EBITDA;
Healthy operating cash flow generation;
Leverage ratios within agreed financial covenants; and
Continued compliance with obligations to remaining creditors.

The repurchase price will be determined based on a pre-agreed pricing formula — such as acquisition cost plus a target internal rate of return (IRR), or fair market value determined by an independent valuation at the time of exercise.

Stakeholder outcomes

Secured lenders receive full settlement of their facilities.
Investors obtain strong downside protection together with a clearly defined monetization pathway.
New HoldCo preserves operational continuity while retaining the opportunity to reacquire the strategic assets once the business has achieved financial stabilization.

B · Unsecured Debt (IDR 1.7 Trillion)

The unsecured liabilities will be restructured through a combination of:

maturity extension;
interest rate optimization;
cash-flow-based repayment schedules;
debt-to-equity conversion, where commercially agreed; and
negotiated principal reductions (haircuts), where appropriate.

This approach is intended to materially improve liquidity while strengthening the Company's overall capital structure.

06Capital Injection & Use of Funds

The new investment capital will be allocated primarily toward value-accretive initiatives, including:

working capital enhancement;
expansion of operating capacity;
digital transformation;
market expansion;
strategic capital expenditure;
corporate governance enhancement; and
liquidity reserves.

Under this structure, capital is deployed to generate future growth rather than being consumed solely by legacy debt repayment.

07Value Creation Strategy

The post-investment transformation strategy is built around five key pillars.

Financial

Comprehensive debt restructuring · deleveraging · liquidity enhancement · capital structure optimization

Asset

Transfer of strategic assets into a protected investment structure · optimization of asset utilization through long-term lease arrangements · implementation of the Buyback Option as a long-term value realization mechanism

Operational

Operating cost optimization · productivity improvements · supply chain optimization · digital transformation initiatives

Governance

Public-company governance standards · enhanced financial reporting transparency · strengthened internal controls · integrated ERM

Strategic

Organic business expansion · strategic acquisitions · joint ventures · institutional fundraising · future capital markets transactions

08Why This Structure Works

The proposed structure offers significantly greater protection than a conventional equity injection into the legacy operating company because:

investors obtain ownership of strategic operating assets;
secured debt is resolved without assuming historical credit risk;
the Company emerges with a substantially healthier balance sheet;
New HoldCo provides a scalable platform for future expansion; and
the Buyback Option aligns the long-term interests of investors and the Company.

09Investment Highlights

Existing operations remain intact with attractive long-term growth potential.
Asset-backed ownership provides robust downside protection.
Material deleveraging significantly strengthens the Company's financial profile.
Corporate governance is materially enhanced through New HoldCo.
Fresh capital is deployed toward growth initiatives rather than legacy liabilities.
Investors benefit from multiple value realization pathways, including operating cash flows, asset appreciation, Buyback Option execution, strategic exits, and future capital market transactions.

10Exit Strategy

Potential exit alternatives include:

exercise of the Buyback Option by New HoldCo;
third-party sale of strategic assets;
strategic sale of the Investor's equity interest in New HoldCo;
merger with a listed company;
initial public offering (IPO) of New HoldCo; or
secondary sale to institutional or financial investors.

11Investment Conclusion

The proposed transaction transforms a financially distressed company into a well-capitalized investment platform with a sustainable capital structure, strengthened corporate governance, and compelling long-term growth prospects.

By combining the establishment of New HoldCo, the acquisition of collateralized assets, the restructuring of unsecured liabilities, strategic growth capital, and a structured Buyback Option, the transaction provides investors with strong downside protection while preserving substantial upside potential through operational turnaround and enterprise value creation.

The proposed structure effectively aligns the interests of investors, creditors, and shareholders — creating a sustainable framework for long-term value creation.

12Supporting Materials

For institutional investors, particularly those based in Singapore, the investment proposition would be further strengthened by supporting materials including:

a detailed transaction flow diagram;
pre- and post-transaction capitalization tables;
sources and uses of funds;
cash flow waterfall analysis; and
comprehensive financial projections incorporating target IRR, MOIC, and exit scenario analysis.

Supporting Materials

Detailed transaction flow diagram · pre- and post-transaction capitalization tables · sources and uses of funds · cash flow waterfall analysis · comprehensive financial projections incorporating target IRR, MOIC, and exit scenario analysis.