Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in First Pacific Company Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
第一太平有限公司
(Incorporated with limited liability under the laws of Bermuda)
Website: https://www.firstpacific.com
(Stock Code: 00142) CONTINUING CONNECTED TRANSACTIONS- RENEWAL OF INDOFOOD GROUP'S PLANTATIONS BUSINESS TRANSACTIONS AND NEW ANNUAL CAPS FOR 2026, 2027 AND 2028
- RENEWAL OF INDOFOOD GROUP'S DISTRIBUTION BUSINESS TRANSACTIONS AND NEW ANNUAL CAPS FOR 2026, 2027 AND 2028
A letter from the Board is set out on pages 7 to 38 of this circular.
A letter from the Independent Board Committee is set out on pages 39 to 40 of this circular.
A letter from the Independent Financial Adviser, containing its advice and recommendation to the Independent Board Committee and the Independent Shareholders, is set out on pages 41 to 86 of this circular.
A notice convening the SGM to be held as a virtual meeting using an electronic system, organised at the Company's principal office in Hong Kong on Friday, 12 December 2025 at 3:00 p.m. is set out on pages SGM-1 to SGM-3 of this circular. A form of proxy for use at the SGM is also enclosed with this circular. The form of proxy can also be downloaded from the websites of the Company (https://www.firstpacific.com) and of the Stock Exchange (https://www.hkexnews.hk). As set out in the section headed "Arrangements for the SGM" of this circular, the SGM will be a virtual meeting using an electronic system which allows Shareholders to participate in and vote through the Online Platform. Whether or not you are able to participate in the SGM through the Online Platform, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the office of the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM (i.e. no later than Wednesday, 10 December 2025 at 3:00 p.m.) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from participating in and voting through the Online Platform at the SGM or any adjournment thereof (as the case may be), should you subsequently so wish.
The English text of this circular shall prevail over the Chinese text in case of any inconsistency.
Hong Kong, 19 November 2025
Page
ARRANGEMENTS FOR THE SGMi DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . . . . . 39 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . . . . . . . . 41 APPENDIX - GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . APP-1 NOTICE OF SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SGM-1 PARTICIPATING IN THE SGM AND VOTING BY MEANS OF AN ELECTRONIC SYSTEMThe SGM will be a virtual meeting using an electronic system, which allows Shareholders to participate in and vote at the SGM through online access by visiting the website -https://http://meetings.computershare.com/FPC2025SGM (the "Online Platform"). Shareholders participating in the SGM using the Online Platform will be counted towards the quorum and will be able to cast their vote and submit questions through the Online Platform.
The Online Platform permits a "split vote" on a resolution, in other words, a Shareholder casting his/her/its votes through the Online Platform does not have to vote all of his/her/its Shares in the same way ("For" or "Against"). In the case of a proxy, he/she can vote such number of Shares in respect of which he/she has been appointed as a proxy. Votes cast through the Online Platform are irrevocable once the voting session at the SGM ends.
The Online Platform will be open for registered Shareholders and non-registered Shareholders (see below for login details and arrangements) to log in approximately 30 minutes prior to the commencement of the SGM and can be accessed from any location with internet connection by a smart phone, tablet device or computer. Shareholders should allow ample time to check into the Online Platform to complete related procedures. Please refer to the Online User Guide for the SGM at the Company's website (https://www.firstpacific.com) for assistance.
Login details for registered ShareholdersDetails regarding the SGM arrangements including login details to access the Online Platform are included in the Company's notification letter or notification email (for those Shareholders who have provided their email address to receive notifications) to be sent to the registered Shareholders (the "Shareholder Notification").
Login details for non-registered ShareholdersNon-registered Shareholders who wish to participate in and vote through the Online Platform at the SGM should:
contact and instruct their banks, brokers, custodians, nominees or HKSCC Nominees Limited through which their Shares are held (together, the "Intermediaries") to appoint themselves as proxy or corporate representative to participate in and vote at the SGM; and
provide their email address to their Intermediaries before the time limit required by the relevant Intermediaries.
Details regarding the SGM arrangements including login details to access the Online Platform will be sent by the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, to the email address of the non-registered Shareholders provided by the Intermediaries. Any non-registered Shareholder who has provided an email address through the relevant Intermediaries for this purpose but has not received the login details by email by 5:00 p.m. on Thursday, 11 December 2025 should reach out to Computershare Hong Kong Investor Services Limited for assistance. Without their designated login details, non-registered Shareholders will not be able to participate in and vote through the Online Platform at the SGM. Non-registered Shareholders should therefore give clear and specific instructions to their Intermediaries in respect of both (1) and (2) above.
Login details for proxies or corporate representativesDetails regarding the SGM arrangements including login details to access the Online Platform will be sent by the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, to the email address of the proxies provided to it in the relevant forms of proxy.
Registered and non-registered Shareholders should note that only one device is allowed in respect of each set of login details. Please also keep the login details in safe custody for use at the SGM and do not disclose them to anyone else. Neither the Company nor its agents assume any obligation or liability whatsoever in connection with the transmission of the login details or any use of the login details for voting or otherwise. QUESTIONS AT THE SGMShareholders will be able to submit questions relevant to the proposed resolution using the Online Platform during the SGM. Shareholders can also submit their questions by email from Wednesday, 3 December 2025 (9:00 a.m.) to Friday, 5 December 2025 (6:00 p.m.) to FP.2025SGM@firstpacific.com (for registered Shareholders, please state the 10-digit shareholder reference number starting with "C" (SRN) as printed on the top right corner of the Shareholder Notification).
Whilst the Company will endeavour to respond to as many questions as possible at the SGM, due to time constraints, unanswered questions may be responded to after the SGM, as appropriate.
APPOINTMENT OF PROXY IN ADVANCE OF THE SGMShareholders may also exercise their right to vote at the SGM by appointing the Chairman of the SGM or other person(s) as their proxy instead of participating and voting through the Online Platform at the SGM. Shareholders are encouraged to submit their completed forms of proxy well in advance of the SGM. Return of a completed form of proxy will not preclude Shareholders from participating in and voting through the Online Platform at the SGM or any adjournment thereof (as the case maybe), should they subsequently so wish.
Submission of form of proxy for registered ShareholdersA form of proxy for use at the SGM is enclosed with this circular. The form of proxy can also be downloaded from the websites of the Company (https://www.firstpacific.com) and of the Stock Exchange (https://www.hkexnews.hk). Please complete and return the enclosed form of proxy to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible, but in any event not less than 48 hours before the time appointed for the holding of the SGM (i.e. no later than Wednesday, 10 December 2025 at 3:00 p.m.) or any adjournment thereof (as the case may be).
Appointment of proxy for non-registered ShareholdersNon-registered Shareholders whose Shares are held through banks, brokers, custodians, nominees or HKSCC Nominees Limited should consult directly with their banks or brokers or custodians (as the case may be) to assist them in the appointment of proxy.
If Shareholders have any questions relating to the SGM, please contact Computershare Hong Kong Investor Services Limited, the Company's branch share registrar in Hong Kong, as follows:
Computershare Hong Kong Investor Services Limited 17M Floor, Hopewell Centre
183 Queen's Road East Wanchai, Hong Kong Telephone: (852) 2862 8555
Facsimile: (852) 2865 0990
Website: https://www.computershare.com/hk/contact
In this circular and the appendix to it, the following expressions have the following meanings unless the context requires otherwise:
"2023-2025 Distribution Business Transactions"
the existing continuing connected transactions relating to the Distribution Business transactions of the Indofood Group entered into by members of the Indofood Group and associates of Mr. Salim, as described in the Company's announcement dated 14 October 2022 and the Company's circular dated 24 November 2022;
"2023-2025 Plantations Business Transactions"
the existing continuing connected transactions relating to the Plantations Business transactions of the Indofood Group entered into by members of the Indofood Group and associates of Mr. Salim, as described in the Company's announcements dated 14 October 2022 and the Company's circular dated 24 November 2022;
"2026-2028 Distribution Business Transactions"
the continuing connected transactions relating to the Distribution Business transactions of the Indofood Group proposed to be entered into by members of the Indofood Group and associates of Mr. Salim, as referred to in Table B below in this circular;
"2026-2028 Plantations Business Transactions"
the continuing connected transactions relating to the Plantations Business transactions of the Indofood Group proposed to be entered into by members of the Indofood Group and associates of Mr. Salim, as referred to in Table A below in this circular;
"AIBM" PT Anugerah Indofood Barokah Makmur, a member of the Indofood Group;
"Annual Cap(s)" the estimated maximum annual value in relation to a continuing
connected transaction, as required by Rule 14A.53 of the Listing Rules;
"ASP" PT Agro Subur Permai, a joint venture plantation company within the IGER Group between SIMP and the Salim Group;
"associate" has the meaning ascribed thereto under the Listing Rules;
"Board" board of Directors;
"Bogasari" Bogasari, the flour mills division of Indofood;
"Bye-laws" the Bye-laws of the Company, as amended from time to time;
"Company" First Pacific Company Limited, an exempted company incorporated in Bermuda with limited liability, and having its Shares listed on the Stock Exchange;
"CSNJ" PT Cipta Subur Nusa Jaya, a company in which Mr. Salim has an aggregate effective interest of 100.0% and an associate of Mr. Salim;
"Director(s)" the director(s) of the Company;
"Distribution Business" the distribution business carried on by the Indofood Group;
"FFI" PT Fast Food Indonesia Tbk, an Indonesian public company with its shares listed on the Indonesia Stock Exchange in which Mr. Salim has an aggregate effective interest of approximately 24.4% and an associate of Mr. Salim;
"Group" the Company and its subsidiaries from time to time;
"GS" PT Gunta Samba, a joint venture plantation company within the IGER Group between SIMP and the Salim Group;
"Hong Kong" the Hong Kong Special Administrative Region of the PRC;
"IAK" PT Inti Abadi Kemasindo, a member of the Indofood Group;
"IAP" PT Indomarco Adi Prima, a member of the Indofood Group;
"ICBP" PT Indofood CBP Sukses Makmur Tbk, which is a 80.5% owned subsidiary of the Group and a member of the Indofood Group;
"ICBP - Packaging" the packaging division of ICBP;
"IDP" PT IDmarco Perkasa Indonesia, a company in which Mr. Salim has an aggregate effective interest of 100.0% and an associate of Mr. Salim;
"IGER" IndoInternational Green Energy Resources Pte. Ltd., an investment holding company and a joint venture plantation company between SIMP and the Salim Group;
"IGER Group" IGER, LPI, MSA, MCP, SBN, GS, ASP and MPI;
"IKU" PT Indotek Konsultan Utama, a company in which Mr. Salim has an aggregate effective interest of approximately 52.0% and an associate of Mr. Salim;
"Independent Board Committee"
an independent committee of the Board, comprising all the Independent Non-executive Directors, formed for the purpose of advising the Independent Shareholders in respect of the terms of the 2026-2028 Plantations Business Transactions and the 2026-2028 Distribution Business Transactions and their respective Annual Caps and making a recommendation to the Independent Shareholders as to how to vote at the SGM;
"Independent Financial Adviser"
Somerley Capital Limited, a corporation licensed to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), being the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the 2026-2028 Plantations Business Transactions and the 2026-2028 Distribution Business Transactions and their respective Annual Caps and as to how the Independent Shareholders should vote at the SGM;
"Independent Shareholders" Shareholders who do not have a material interest in the 2026-2028
Plantations Business Transactions and/or the 2026-2028 Distribution Business Transactions (as applicable);
"Indofood" PT Indofood Sukses Makmur Tbk, a company incorporated in Indonesia, which is a 50.1% owned subsidiary of the Group and which has its shares listed on the Indonesia Stock Exchange;
"Indofood Group" Indofood and its subsidiaries from time to time;
"Indogrosir" PT Inti Cakrawala Citra, a company in which Mr. Salim has an
aggregate effective interest of approximately 100.0% and an associate of Mr. Salim, a member of the Indomaret Group;
"Indolife" PT Indolife Pensiontama, a company in which Mr. Salim has an aggregate effective interest of approximately 100.0% and an associate of Mr. Salim;
"Indomaret" PT Indomarco Prismatama, a company in which Mr. Salim has an
aggregate effective interest of approximately 86.04% and an associate of Mr. Salim;
"Indomaret Group" Indomaret and its affiliates (including Indogrosir and LS);
"Indomobil" PT Indomobil Sukses Internasional Tbk, an Indonesian public company
with its shares listed on the Indonesia Stock Exchange in which Mr. Salim has an aggregate effective interest of approximately 71.0% and an associate of Mr. Salim;
"Interflour" Interflour Group Pte. Ltd., a company in which Mr. Salim has an aggregate effective interest of approximately 50.0% and an associate of Mr. Salim;
"Latest Practicable Date" 14 November 2025, being the latest practicable date for ascertaining
certain information for inclusion in this circular;
"Listing Rules" the Rules Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited;
"LPI" PT Lajuperdana Indah, a joint venture plantation company within the IGER Group between SIMP and the Salim Group;
"LS" PT Lion Superindo, a company in which Mr. Salim has an aggregate effective interest of approximately 49.0% and an associate of Mr. Salim, a member of the Indomaret Group;
"MCP" PT Mega Citra Perdana, a joint venture plantation company within the IGER Group between SIMP and the Salim Group;
"MPI" PT Multi Pacific International, a joint venture plantation company within the IGER Group between SIMP and the Salim Group;
"Mr. Salim" Mr. Anthoni Salim, the Chairman of the Board, a substantial shareholder
of the Company and the President Director and CEO of Indofood;
"MSA" PT Mentari Subur Abadi, a joint venture plantation company within the IGER Group between SIMP and the Salim Group;
"NIC" PT Nippon Indosari Corpindo Tbk, an Indonesian public company with its shares listed on the Indonesia Stock Exchange in which Mr. Salim has an aggregate effective interest of approximately 16.8% and an associate of Mr. Salim;
"PDU" PT Putri Daya Usahatama, a member of the Indofood Group; "Plantations Business" the plantations business carried on by the Indofood Group; "PRC" The People's Republic of China;
"PTM" PT Primajasa Tunas Mandiri, a company in which Mr. Salim has an aggregate effective interest of approximately 100.0% and an associate of Mr. Salim, a member of the SDM Group;
"RMK" PT Rimba Mutiara Kusuma, a company in which Mr. Salim has an aggregate effective interest of 100.0% and an associate of Mr. Salim;
"Rupiah" Rupiah, the lawful currency of Indonesia;
"Salim Group" Mr. Salim, and companies controlled by him;
"SBN" PT Swadaya Bhakti Negaramas, a joint venture plantation company within the IGER Group between SIMP and the Salim Group;
"SDM" PT Sumberdaya Dian Mandiri, a company in which Mr. Salim has an aggregate effective interest of 100.0% and an associate of Mr. Salim;
"SDM Group" SDM and its subsidiaries (including PTM);
"SFO" the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong;
"SGM" the special general meeting of the Company to be convened by the SGM Notice and to be held as a virtual meeting using an electronic system, organised at the Company's principal office in Hong Kong on Friday, 12 December 2025 at 3:00 p.m. for the purpose of considering and, if thought fit, approving, among other things, the 2026-2028 Plantations Business Transactions and the 2026-2028 Distribution Business Transactions and their respective Annual Caps;
"SGM Notice" notice of the SGM as set out on pages SGM-1 to SGM-3 of this circular;
"Shanghai Resources" Shanghai Resources International Trading Co. Ltd., a company in which
Mr. Salim has an aggregate effective interest of 100.0% and an associate of Mr. Salim;
"Shareholder(s)" the holder(s) of the Shares from time to time;
"Share(s)" ordinary share(s) of US$0.01 each of the Company and any shares resulting from any subsequent consolidation, sub-division or reclassification of those ordinary shares;
"SIMP" PT Salim Ivomas Pratama Tbk, a member of the Indofood Group;
"SIMP Group" SIMP and its subsidiaries;
"Stock Exchange" The Stock Exchange of Hong Kong Limited;
"STP" PT Sarana Tempa Perkasa, a company in which Mr. Salim has an aggregate effective interest of 100.0% and an associate of Mr. Salim;
"US$" United States dollars, the lawful currency of the United States of America; and
"%" per cent.
In this circular, translations of quoted currency values are made on an approximate basis and at the rate of US$1.00 = Rupiah 16,000. Percentages and figures expressed in billions and millions have been rounded.
第一太平有限公司
(Incorporated with limited liability under the laws of Bermuda)
Website: https://www.firstpacific.com
(Stock Code: 00142)Non-executive Chairman:
Anthoni Salim
Executive Directors:
Manuel V. Pangilinan, Managing Director and Chief Executive Officer
Christopher H. Young
Non-executive Directors:
Benny S. Santoso Axton Salim
Independent Non-executive Directors: Prof. Edward K.Y. Chen, GBS, CBE, JP Margaret Leung Ko May Yee, SBS, JP Philip Fan Yan Hok
Madeleine Lee Suh Shin Blair Chilton Pickerell
Principal Office:
24th Floor
Two Exchange Square 8 Connaught Place Central, Hong Kong
Registered Office: Clarendon House 2 Church Street
Hamilton HM 11 Bermuda
19 November 2025
To the Shareholders of First Pacific Company Limited
Dear Sir or Madam,
CONTINUING CONNECTED TRANSACTIONS- RENEWAL OF INDOFOOD GROUP'S PLANTATIONS BUSINESS TRANSACTIONS AND NEW ANNUAL CAPS FOR 2026, 2027 AND 2028
-
RENEWAL OF INDOFOOD GROUP'S DISTRIBUTION BUSINESS TRANSACTIONS AND NEW ANNUAL CAPS FOR 2026, 2027 AND 2028
INTRODUCTION
The Company refers to the announcement of the Company dated 17 October 2025 and aims to provide the Shareholders with the following information with this circular:
further information on the 2026-2028 Plantations Business Transactions and the 2026-2028 Distribution Business Transactions and their respective Annual Caps;
the recommendation of the Independent Board Committee in respect of the 2026-2028 Plantations Business Transactions and the 2026-2028 Distribution Business Transactions and their respective Annual Caps and as to how the Independent Shareholders should vote at the SGM;
the advice of the Independent Financial Adviser in respect of the 2026-2028 Plantations Business Transactions and the 2026-2028 Distribution Business Transactions and their respective Annual Caps and as to how the Independent Shareholders should vote at the SGM; and
the SGM Notice.
The Directors (including directors forming the Independent Board Committee, having taken into account advice and recommendation of the Independent Financial Adviser) consider that the terms of the transactions referred to in this circular are on normal commercial terms and in the ordinary and usual course of business of the Indofood Group and the Company, and that the terms are fair and reasonable and in the interests of the Company and its Shareholders as a whole (including the Independent Shareholders).
Accordingly, the Directors, Independent Board Committee and the Independent Financial Adviser recommend that the Independent Shareholders vote in favour of the resolutions to be proposed at the SGM to approve the transactions described in this circular.
The Indofood Group and the Company believe that the continuing connected transactions described in this circular, which are in the ordinary and usual course of business and on normal commercial terms, are beneficial to the Indofood Group and the Company for the continuing expansion of the Indofood Group's business operations, revenue and operational profitability, the maximisation of the production capacities of the distribution network and the increase of worldwide brand awareness of the Indofood Group.
Shareholders should read the rest of the Letter from the Board carefully and pay special attention
to:
the section entitled "Reasons for and Benefits of Entering into the Transactions" set out on pages 31 to 32 of this circular;
the letter of recommendation from the Independent Board Committee set out on pages 39 to 40 of this circular; and
the letter of advice from the Independent Financial Adviser set out on pages 41 to 86 of this circular.
-
RENEWAL OF INDOFOOD GROUP'S PLANTATIONS BUSINESS TRANSACTIONS AND NEW ANNUAL CAPS FOR 2026, 2027 AND 2028
The framework agreements in respect of the existing 2023-2025 Plantations Business Transactions will expire on 31 December 2025. Subject to compliance with the relevant requirements of the rules of any stock exchange to which any of the parties to the relevant framework agreement is subject to, including, but not limited to, the Listing Rules or, alternatively, any waivers obtained from strict compliance with such requirements, upon expiration of the initial term or subsequent renewal term, each of the framework agreements will be automatically renewed for a successive period of three years thereafter (or such other period permitted under the Listing Rules), unless terminated earlier by any party to the relevant framework agreement by giving not less than one month's notice to the other party(ies) in accordance with the terms of the relevant framework agreement.
Subject to Independent Shareholders' approval having been obtained in respect of the 2026-2028 Plantations Business Transactions, the framework agreements below will be automatically renewed from 1 January 2026 for a term of three years, expiring on 31 December 2028, on the same terms as those of the existing agreements.
The arrangements under the renewed framework agreements relating to the 2026-2028 Plantations Business Transactions, their respective historical transaction amounts for the years ended 31 December 2023 and 31 December 2024 and for the period from 1 January 2025 to 30 September 2025, their respective Annual Caps for the year ending 31 December 2025, their respective remaining Annual Cap for the year ending 31 December 2025 and the proposed Annual Caps for 2026, 2027 and 2028 in respect of the renewed framework agreements are described in Table A below.
Table A - 2026-2028 Plantations Business Transactions - historical transaction amounts, existing Annual Caps and proposed Annual CapsTransaction No.
Parties to the agreement/
arrangement
Nature of agreement/ arrangement
Actual Transaction Amount
(US$ millions)
Annual Cap for the year ending 31 December
2025
(US$ millions)
Remaining Annual Cap for the year ending 31 December
2025, as at
30 September
2025
(US$ millions)
Proposed Annual Cap
(US$ millions)
Name of entity of the Indofood Group
Name of connected party
For the year
ended 31 December
2023
For the year
ended 31 December
2024
For the period from 1 January
2025 to
30 September
2025
For the year
ending 31 December
2026
For the year
ending 31 December
2027
For the year
ending 31 December
2028
(1)
SIMP and/or its subsidiaries
STP
STP provides pumping services to SIMP and/or its subsidiaries to load crude palm oil and other
derivative products to vessels.
0.6
0.5
0.6
1.3
0.7
1.1
1.4
1.7
(2)
SIMP and/or its subsidiaries
CSNJ
SIMP and/or its subsidiaries rent infrastructure from CSNJ, and
vice-versa.
0.0
0.0
0.0
0.1
0.1
0.1
0.1
0.1
(3)
SIMP and/or its subsidiaries
RMK
SIMP and/or its subsidiaries lease heavy equipment and buy building materials and rent office space, trucks and tug boats from RMK; use transportation services from RMK; and purchase road reinforcement
services from RMK.
0.6
0.7
0.6
2.7
2.1
2.9
3.5
4.0
(4)
SIMP and/or its subsidiaries
IGER Group
SIMP and/or its subsidiaries provide operational services; sell seedlings, fertilizer products and lease office space to IGER and/ or its subsidiaries. SIMP and/or its subsidiaries also buy fresh fruit bunches, and palm oil and its derivatives from IGER and/or
its subsidiaries, and vice-versa.
48.4
57.1
33.3
119.0
85.7
152.9
171.4
189.7
(5)
Indofood and/or its subsidiaries
Indomobil and/ or its subsidiaries
lndomobil and/or its subsidiaries sell/rent vehicles, sell spare parts and provide vehicle services to
Indofood and/or its subsidiaries.
6.4
9.5
7.0
11.6
4.6
11.0
13.9
17.6
Transaction No.
Parties to the agreement/
arrangement
Nature of agreement/ arrangement
Actual Transaction Amount
(US$ millions)
Annual Cap for the year ending 31 December
2025
(US$ millions)
Remaining Annual Cap for the year ending 31 December
2025, as at
30 September
2025
(US$ millions)
Proposed Annual Cap
(US$ millions)
Name of entity of the Indofood Group
Name of connected party
For the year
ended 31 December
2023
For the year
ended 31 December
2024
For the period from 1 January
2025 to
30 September
2025
For the year
ending 31 December
2026
For the year
ending 31 December
2027
For the year
ending 31 December
2028
(6)
SIMP
Shanghai Resources
SIMP sells palm oil and its derivative products to Shanghai
Resources.
75.9
95.1
4.8
163.4
158.6
12.0
13.5
15.0
(7)
SIMP
NIC
SIMP sells palm oil and
derivatives to NIC.
1.9
2.9
2.1
4.1
2.0
4.9
5.4
5.9
(8)
Indofood
LPI
Indofood grants an exclusive license of its "Indosugar" trademark relating to sugar to
LPI.
0.5
0.5
0.4
0.9
0.5
1.0
1.1
1.3
(9)
IAK
LPI
IAK sells packaging materials to
LPI.
0.4
0.4
0.5
0.9
0.4
0.7
0.8
1.0
(10)
SIMP and/or its subsidiaries
Indomaret and/ or its
subsidiaries
SIMP and/or its subsidiaries sell cooking oil and margarine to
Indomaret and/or its subsidiaries.
44.2
75.4
78.8
320.9
242.1
156.0
175.7
198.7
(11)
SIMP and/or its subsidiaries
IDP
SIMP and its subsidiaries sell cooking oil and margarine to
IDP.
-
0.0
0.0
0.6
0.6
0.1
0.1
0.1
Aggregated actual transaction amounts/Annual Caps:
178.9
242.1
128.1
625.5
497.4
342.7
386.9
435.1
Note: Rounded to the nearest US$ million.
As at 30 September 2025, in respect of each of the 2023-2025 Plantations Business Transactions, the transaction amount during the period from 1 January 2025 to 30 September 2025 was below the Annual Cap for the year ending 31 December 2025.
Each of the 2026-2028 Plantations Business Transactions constitutes a continuing connected transaction for the Company under Rule 14A.31 of the Listing Rules because:
Mr. Salim is the Chairman and a substantial shareholder of the Company and President Director and CEO of Indofood;
except as referred to in (iii) below, each of the counterparties is an associate of Mr. Salim; and
each of and the members of the IGER Group, including LPI, is a connected person of the Company by virtue of Rule 14A.16 of the Listing Rules, because it is a non-wholly owned subsidiary of Indofood (and, therefore, of the Company) and Mr. Salim and companies controlled by him control 10% or more of the voting power of each of them.
The 2026-2028 Plantations Business Transactions will be conducted in the ordinary and usual course of business of the Indofood Group and will be entered into on an arm's length basis with terms fair and reasonable to the relevant parties. The framework agreements in respect of each transaction will provide that the pricing/fee chargeable in respect of each of the 2026-2028 Plantations Business Transactions in Table A above will be determined from time to time based on the written mutual agreement between the parties, with due regard to prevailing market conditions. The consideration under the 2026-2028 Plantations Business Transactions will be payable in accordance with credit terms to be agreed between the parties, in cash. Details of the pricing policy are set out in the section headed "Pricing Policies" below in this circular.
The proposed Annual Caps for the 2026-2028 Plantations Business Transactions specified in Table A are estimated transaction values based on projected activity levels between the relevant parties for the relevant periods, taking into account the historical values of the relevant transactions and the continuing development of raw land into planted areas. The projected activity level is based on an estimate of the requirements of each plantation company in respect of its respective planting activities and operations. The Indofood Group will continue to focus on (i) the replanting of older palms in North Sumatra and Riau; (ii) improving fresh fruit bunches yields through active crop management and pursuing innovations and mechanisation to raise plantation productivity; and (iii) with respect to its downstream operations, maintaining a competitive pricing strategy for Bimoli, and adding direct distribution networks through e-commerce platforms and capacity expansion for refinery to capture the growing domestic demand and new opportunities.
The principal factors considered by the Company and Indofood in determining the proposed Annual Caps for the 2026-2028 Plantations Business Transactions specified in Table A are summarised in Table A2 below:
Table A2 - Principal factors considered by the Company and Indofood in determining the proposed Annual Caps for the 2026-2028 Plantations Business Transactions (transaction numbers correspond to the transaction numbers in Table A above)Transaction No.
Parties to the agreement/ arrangement
Nature of agreement/ arrangement
Proposed Annual Cap (US$ millions)
Principal Factors Considered in Determining Annual Caps
Name of entity of the Indofood Group
Name of connected party
For the year
ending 31 December
2026
For the year
ending 31 December
2027
For the year
ending 31 December
2028
(1)
SIMP
and/or its subsidiaries
STP
STP provides pumping services to SIMP and/or its subsidiaries to load crude palm oil and other derivative products to vessels.
1.1
1.4
1.7
(2)
SIMP
and/or its subsidiaries
CSNJ
SIMP and/or its subsidiaries rent infrastructure from CSNJ, and vice-versa.
0.1
0.1
0.1
The transacted amounts under this continuing connected transaction were relatively steady in 2023, 2024 and 2025 (on an annualised basis).
The production volume of crude palm oil is expected to recover as a result of expected improvement in weather conditions, replanting activities in previous years, as well as from young trees and productive trees.
The unit prices of the pumping service are provided by STP, which are expected to increase in line with domestic inflation in Indonesia and anticipated wages increase.
A 25% buffer has been adopted to accommodate for uncertainty in the fluctuation of the US$/Rupiah exchange rate and for possible unexpected increases in transaction amounts due to one-off and/or occasional events; approximately a substantial portion of the buffer can be attributed to uncertainty in the fluctuation of the US$/Rupiah exchange rate (of which, during the period from 2 January 2020 to the Latest Practicable Date had been volatile with a maximum appreciation of around 21.6% and a maximum depreciation of around 2.2% against US$ during the period (assuming the spot rate on 2 January 2020 being the base price)) and the remainder of the buffer can be attributed to possible unexpected increases in transaction amounts due to one-off and/or occasional events.
The transacted amounts under this continuing connected transaction were minimal in 2023, 2024 and 2025 (on an annualised basis).
The expected transaction amount under this continuing connected transaction is determined, based on, among other things, SIMP and its subsidiaries choosing to rent offices from CSNJ over the next 3 years ending 31 December 2028 and having taken into account an adjustment in total rent for 2026 to 2028. Such adjustment in total rent over the three years ending 31 December 2028 is expected to be immaterial.
A 25% buffer has been adopted to accommodate for uncertainty in the fluctuation of the US$/Rupiah exchange rate and for possible unexpected increases in transaction amounts due to one-off and/or occasional events; approximately a substantial portion of the buffer can be attributed to uncertainty in the fluctuation of the US$/Rupiah exchange rate (of which, during the period from 2 January 2020 to the Latest Practicable Date had been volatile with a maximum appreciation of around 21.6% and a maximum depreciation of around 2.2% against US$ during the period (assuming the spot rate on 2 January 2020 being the base price)) and the remainder of the buffer can be attributed to possible unexpected increases in transaction amounts due to one-off and/or occasional events.
Transaction No.
Parties to the agreement/ arrangement
Nature of agreement/ arrangement
Proposed Annual Cap (US$ millions)
Principal Factors Considered in Determining Annual Caps
Name of entity of the Indofood Group
Name of connected party
For the year
ending 31 December
2026
For the year
ending 31 December
2027
For the year
ending 31 December
2028
(3)
SIMP
and/or its subsidiaries
RMK
SIMP and/or its subsidiaries lease heavy equipment and buy building materials and rent office space, trucks and tug boats from RMK; use transportation services from RMK; and purchase road reinforcement services from RMK.
2.9
3.5
4.0
The transacted amounts under this continuing connected transaction were stable at approximately US$0.6-0.8 million in 2023, 2024 and 2025 (on an annualised basis), respectively. The lower than expected amounts were due to (i) no increase in the rental barge rate during 2023 to 2025; and (ii) the termination of certain vehicles rentals due to the use of owned vehicles and cooperation with local cooperatives.
The Annual Caps for 2026, 2027 and 2028 have been set, taking into account, the rise in plantation productivity including fresh fruit bunches yields improvement through active crop management and mechanisation initiative, resulting in increase in the demand for transportation services from RMK.
A 25% buffer has been adopted to accommodate for uncertainty in the fluctuation of the US$/Rupiah exchange rate and for possible unexpected increases in transaction amounts due to one-off and/or occasional events; approximately a substantial portion of the buffer can be attributed to uncertainty in the fluctuation of the US$/Rupiah exchange rate (of which, during the period from 2 January 2020 to the Latest Practicable Date had been volatile with a maximum appreciation of around 21.6% and a maximum depreciation of around 2.2% against US$ during the period (assuming the spot rate on 2 January 2020 being the base price)) and the remainder of the buffer can be attributed to possible unexpected increases in transaction amounts due to one-off and/or occasional events.
Transaction No.
Parties to the agreement/ arrangement
Nature of agreement/ arrangement
Proposed Annual Cap (US$ millions)
Principal Factors Considered in Determining Annual Caps
Name of entity of the Indofood Group
Name of connected party
For the year
ending 31 December
2026
For the year
ending 31 December
2027
For the year
ending 31 December
2028
(4)
SIMP
and/or its subsidiaries
IGER Group
SIMP and/or its subsidiaries provide operational services; sell seedlings, fertilizer products and lease office space to IGER and/or its subsidiaries. SIMP and/or its subsidiaries also buy fresh fruit bunches, and palm oil and its derivatives from IGER and/or its subsidiaries, and vice-versa.
152.9
171.4
189.7
The transacted amounts under this continuing connected transaction between 2023 and 2025 were relatively substantial among the 2023-2025 Plantations Business Transactions, reaching approximately US$44.4 million in 2025 (on an annualised basis). The lower transacted amount in 2025 (on an annualised basis) was mainly due to lower than expected crude palm oil production resulting from unfavourable weather conditions over the past few years as well as a mismatch of timing between the crude palm oil demand at the SIMP refinery and the crude palm oil production from the Plantations Business, leading to a lower purchase volume by the SIMP Group from the IGER Group.
The proposed Annual Cap for 2026 has taken into account (i) the expected improvement in harvesting of fresh fruit bunches as well as crude palm oil production in good weather conditions; (ii) the projected purchase by the SIMP Group of approximately 85% (versus 70% in 2025) of the annual production volume of the IGER Group's palm oil and its derivative products for further processing; (iii) the expected increase in demand for crude palm oil and its derivative products by the SIMP Group for use in its edible oils and fats business, at a time when SIMP is expanding its Tanjung Priok refinery and is expected to increase its capacity by approximately 29.4%; and (iv) the 25% buffer referred to below.
The purchase of palm oil and its derivative products from the IGER Group by SIMP and/or its subsidiaries accounted for over 95% of the historical transacted amount of the continuing connected transactions between the IGER Group and the SIMP Group. The purchase of palm oil and its derivative products is expected to continue to take up over 95% of the total transaction amount of this continuing connected transaction in 2026, 2027 and 2028.
The Annual Caps for 2026, 2027 and 2028 embedded an annual growth rate of approximately 175.5%, 12.1% and 10.7% respectively, taking into account (i) the continued increase in volume for crude palm oil due to the expected improvement in harvesting of fresh fruit bunches and crude palm oil production; and (ii) the expected increase in volume demand for crude palm oil and its derivative products of the SIMP Group for use in its edible oils and fats business.
A 25% buffer has been adopted to accommodate for uncertainty in the fluctuation of the US$/Rupiah exchange rate and for possible unexpected increases in transaction amounts due to one-off and/or occasional events; approximately a substantial portion of the buffer can be attributed to uncertainty in the fluctuation of the US$/Rupiah exchange rate (of which, during the period from 2 January 2020 to the Latest Practicable Date had been volatile with a maximum appreciation of around 21.6% and a maximum depreciation of around 2.2% against US$ during the period (assuming the spot rate on 2 January 2020 being the base price)) and the remainder of the buffer can be attributed to possible unexpected increases in transaction amounts due to one-off and/or occasional events.
Transaction No.
Parties to the agreement/ arrangement
Nature of agreement/ arrangement
Proposed Annual Cap (US$ millions)
Principal Factors Considered in Determining Annual Caps
Name of entity of the Indofood Group
Name of connected party
For the year
ending 31 December
2026
For the year
ending 31 December
2027
For the year
ending 31 December
2028
(5)
Indofood and/or its subsidiaries
Indomobil and/or its subsidiaries
lndomobil and/or its subsidiaries sell/ rent vehicles, sell spare parts and provide vehicle services to Indofood and/or its subsidiaries.
11.0
13.9
17.6
(6)
SIMP
Shanghai Resources
SIMP sells palm oil and its derivative products to Shanghai Resources.
12.0
13.5
15.0
The transacted amount under this continuing connected transaction fluctuated between approximately US$6.4 million and US$9.5 million between 2023 and 2025 (on an annualised basis). The fluctuations in the transaction amount were mainly due to capital expenditure for replacement of vehicles and heavy equipment from time to time in 2023, 2024 and 2025.
Having considered the under-utilisation of the Annual Cap for 2025, the amount of the Annual Cap for 2026 has been set at US$8.8 million (before applying the 25% buffer mentioned below), representing a 5.4% decrease as compared to the annualised transacted amount for 2025. The Annual Caps for 2027 and 2028 embedded an additional growth rate of approximately 26.4% and 26.6% respectively based on (i) the expected increase in the demand in ancillary services due to the expected increase in production of fresh fruit bunches and crude palm oil and expected increase in sales of the SIMP Group's products or productions of crude palm oil; (ii) the expected increase in costs to address the Indonesia government's plans to counter overweight and oversized truck issue in order to improve road safety and protect Indonesia's infrastructure; and (iii) domestic inflation in Indonesia.
A 25% buffer has been adopted to accommodate for uncertainty in the fluctuation of the US$/Rupiah exchange rate and for possible unexpected increases in transaction amounts due to one-off and/or occasional events; approximately a substantial portion of the buffer can be attributed to uncertainty in the fluctuation of the US$/Rupiah exchange rate (of which, during the period from 2 January 2020 to the Latest Practicable Date had been volatile with a maximum appreciation of around 21.6% and a maximum depreciation of around 2.2% against US$ during the period (assuming the spot rate on 2 January 2020 being the base price)) and the remainder of the buffer can be attributed to possible unexpected increases in transaction amounts due to one-off and/or occasional events.
The transacted amount under this continuing connected transaction increased by approximately 25.3% in 2024 as compared to 2023 but is expected to substantially decrease to approximately US$6.4 million in 2025 (on an annualised basis) as compared to 2024. The decrease in the transaction amount in 2025 was due to the appointment of another distributor by SIMP in 2025 to distribute margarine and shortening in China.
The Annual Caps for 2026, 2027 and 2028 embedded an annual growth rate of approximately 50.0%, 12.5% and 11.1% respectively, taking into account the expected increase in production and/or the SIMP refinery expansion plan which would increase the saleable products which shall need more distributors including Shanghai Resources for distribution to China.
A 25% buffer has been adopted to accommodate for uncertainty in the fluctuation of the US$/Rupiah exchange rate and for possible unexpected increases in transaction amounts due to one-off and/or occasional events; approximately a substantial portion of the buffer can be attributed to uncertainty in the fluctuation of the US$/Rupiah exchange rate (of which, during the period from 2 January 2020 to the Latest Practicable Date had been volatile with a maximum appreciation of around 21.6% and a maximum depreciation of around 2.2% against US$ during the period (assuming the spot rate on 2 January 2020 being the base price)) and the remainder of the buffer can be attributed to possible unexpected increases in transaction amounts due to one-off and/or occasional events.
Transaction No.
Parties to the agreement/ arrangement
Nature of agreement/ arrangement
Proposed Annual Cap (US$ millions)
Principal Factors Considered in Determining Annual Caps
Name of entity of the Indofood Group
Name of connected party
For the year
ending 31 December
2026
For the year
ending 31 December
2027
For the year
ending 31 December
2028
(7)
SIMP
NIC
SIMP sells palm oil and derivatives to NIC.
4.9
5.4
5.9
(8)
Indofood
LPI
Indofood grants an exclusive license of its "Indosugar" trademark relating to sugar to LPI.
1.0
1.1
1.3
The transacted amount under this continuing connected transaction increased by approximately 52.6% in 2024 as compared to 2023 and decreased by approximately 3.4% in 2025 (on an annualised basis) as compared to 2024.
The Annual Caps for 2026 to 2028 embedded annual growth rates of approximately 40.0%, 10.2% and 9.3% (before applying the 25% buffer mentioned below), taking into account the estimated continued increase in demand for margarine by NIC as NIC is still in the process of expanding its operations.
A 25% buffer has been adopted to accommodate for uncertainty in the fluctuation of the US$/Rupiah exchange rate and for possible unexpected increases in transaction amounts due to one-off and/or occasional events; approximately a substantial portion of the buffer can be attributed to uncertainty in the fluctuation of the US$/Rupiah exchange rate (of which, during the period from 2 January 2020 to the Latest Practicable Date had been volatile with a maximum appreciation of around 21.6% and a maximum depreciation of around 2.2% against US$ during the period (assuming the spot rate on 2 January 2020 being the base price)) and the remainder of the buffer can be attributed to possible unexpected increases in transaction amounts due to one-off and/or occasional events.
The transacted amounts under this continuing connected transaction were steady at approximately US$0.5 million in 2023, 2024 and 2025 (on an annualised basis).
The Annual Caps for 2026, 2027 and 2028 have been set, taking into account the increase in sales estimation with higher volume and price.
A 25% buffer has been adopted to accommodate for uncertainty in the fluctuation of the US$/Rupiah exchange rate and for possible unexpected increases in transaction amounts due to one-off and/or occasional events; approximately a substantial portion of the buffer can be attributed to uncertainty in the fluctuation of the US$/Rupiah exchange rate (of which, during the period from 2 January 2020 to the Latest Practicable Date had been volatile with a maximum appreciation of around 21.6% and a maximum depreciation of around 2.2% against US$ during the period (assuming the spot rate on 2 January 2020 being the base price)) and the remainder of the buffer can be attributed to possible unexpected increases in transaction amounts due to one-off and/or occasional events.
Transaction No.
Parties to the agreement/ arrangement
Nature of agreement/ arrangement
Proposed Annual Cap (US$ millions)
Principal Factors Considered in Determining Annual Caps
Name of entity of the Indofood Group
Name of connected party
For the year
ending 31 December
2026
For the year
ending 31 December
2027
For the year
ending 31 December
2028
(9)
IAK
LPI
IAK sells packaging materials to LPI.
0.7
0.8
1.0
(ii) the prevailing and expected increase in selling prices of packaging materials.
The transacted amounts under this continuing connected transaction were largely steady in 2023 and 2024 and is expected to increase by approximately 67.5% in 2025 (on an annualised basis).
The proposed Annual Cap for 2026, before applying the 25% buffer mentioned below, is around 16.4% lower than the annualised transacted amount for 2025, while a growth rate of approximately 14.3% and 25.0% are assumed in the Annual Caps for 2027 and 2028, respectively. The Annual Caps for 2026, 2027 and 2028 have been set, taking into account (i) the projected demand for packaging materials of LPI in the coming 3 years; and
A 25% buffer has been adopted to accommodate for uncertainty in the fluctuation of the US$/Rupiah exchange rate and for possible unexpected increases in transaction amounts due to one-off and/or occasional events; approximately a substantial portion of the buffer can be attributed to uncertainty in the fluctuation of the US$/Rupiah exchange rate (of which, during the period from 2 January 2020 to the Latest Practicable Date had been volatile with a maximum appreciation of around 21.6% and a maximum depreciation of around 2.2% against US$ during the period (assuming the spot rate on 2 January 2020 being the base price)) and the remainder of the buffer can be attributed to possible unexpected increases in transaction amounts due to one-off and/or occasional events.
Transaction No.
Parties to the agreement/ arrangement
Nature of agreement/ arrangement
Proposed Annual Cap (US$ millions)
Principal Factors Considered in Determining Annual Caps
Name of entity of the Indofood Group
Name of connected party
For the year
ending 31 December
2026
For the year
ending 31 December
2027
For the year
ending 31 December
2028
(10)
SIMP
and/or its subsidiaries
Indomaret and/or its subsidiaries
SIMP and/or its subsidiaries sell cooking oil and margarine to Indomaret and/or its subsidiaries.
156.0
175.7
198.7
(11)
SIMP
and/or its subsidiaries
IDP
SIMP and its subsidiaries sell cooking oil and margarine to IDP.
0.1
0.1
0.1
The transacted amount under this continuing connected transaction increased by approximately 70.6% and 39.4% in 2024 and 2025, respectively (on an annualised basis).
The proposed Annual Cap for 2026 has taken into account (i) the estimated increase in sales volume of around 12% in 2026 due to the Indomaret Group's estimated increase in network of wholesale centers for traditional and modern retail traders and additional stores opening of around 5%; (ii) the estimated increase in selling price of around 4% for the products offered; and (iii) the 25% buffer referred to below.
The number of outlets currently operated by the Indomaret Group is approximately 69 outlets, 240 supermarkets and 24,141 minimarkets (which increased by approximately 50.9% from 16,000 minimarkets in 2019). The Indomaret Group intends to continue to increase its presence. It is expected that the continuous expansion of the number of outlets of the Indomaret Group will improve sales in 2026 to 2028.
The Annual Caps for 2026, 2027 and 2028 have been set, taking into account (i) the estimated increase in sales volume due to the Indomaret Group's increase in network of wholesale centers for traditional and modern retail traders and additional stores opening; (ii) domestic inflation in Indonesia; and (iii) the continued increase for products offered and increases in prices.
A 25% buffer has been adopted to accommodate for uncertainty in the fluctuation of the US$/Rupiah exchange rate and for possible unexpected increases in transaction amounts due to one-off and/or occasional events; approximately a substantial portion of the buffer can be attributed to uncertainty in the fluctuation of the US$/Rupiah exchange rate (of which, during the period from 2 January 2020 to the Latest Practicable Date had been volatile with a maximum appreciation of around 21.6% and a maximum depreciation of around 2.2% against US$ during the period (assuming the spot rate on 2 January 2020 being the base price)) and the remainder of the buffer can be attributed to possible unexpected increases in transaction amounts due to one-off and/or occasional events.
The transacted amounts under this continuing connected transaction were minimal in 2023, 2024 and 2025 (on an annualised basis) due to consumers' preference to purchase in store for cooking oil and margarine instead of online shopping.
The Annual Caps for 2026, 2027 and 2028 have been set, taking into account the possible increase in transaction amount in the future primarily by anticipation of customers purchasing online instead of offline stores.
A 25% buffer has been adopted to accommodate for uncertainty in the fluctuation of the US$/Rupiah exchange rate and for possible unexpected increases in transaction amounts due to one-off and/or occasional events; approximately a substantial portion of the buffer can be attributed to uncertainty in the fluctuation of the US$/Rupiah exchange rate (of which, during the period from 2 January 2020 to the Latest Practicable Date had been volatile with a maximum appreciation of around 21.6% and a maximum depreciation of around 2.2% against US$ during the period (assuming the spot rate on 2 January 2020 being the base price)) and the remainder of the buffer can be attributed to possible unexpected increases in transaction amounts due to one-off and/or occasional events.
-
RENEWAL OF INDOFOOD GROUP'S DISTRIBUTION BUSINESS TRANSACTIONS AND NEW ANNUAL CAPS FOR 2026, 2027 AND 2028
The framework agreements in respect of the existing 2023-2025 Distribution Business Transactions will expire on 31 December 2025. Subject to compliance with the relevant requirements of the rules of any stock exchange to which any of the parties to the relevant framework agreement is subject to, including, but not limited to, the Listing Rules or, alternatively, any waivers obtained from strict compliance with such requirements, upon expiration of the initial term or subsequent renewal term, each of the framework agreements will be automatically renewed for a successive period of three years thereafter (or such other period permitted under the Listing Rules), unless terminated earlier by any party to the relevant framework agreement by giving not less than one month's notice to the other party(ies) in accordance with the terms of the relevant framework agreement.
Subject to Independent Shareholders' approval having been obtained in respect of the 2026-2028 Distribution Business Transactions, the framework agreements in respect of the transactions numbered (1) to (7) and (9) in Table B below will be automatically renewed from 1 January 2026 for a term of three years, expiring on 31 December 2028, on the same terms as those of the existing agreements.
The transaction numbered (8) in Table B below will not be renewed because the relevant parties have projected that no activity will occur between the parties in respect of such transaction for 2026 to 2028.
The arrangements under the renewed framework agreements relating to the 2026-2028 Distribution Business Transactions, their respective historical transaction amounts for the years ended 31 December 2023 and 31 December 2024 and for the period from 1 January 2025 to 30 September 2025 (where applicable), their respective Annual Caps for the year ending 31 December 2025, their respective remaining Annual Cap for the year ending 31 December 2025 and the proposed Annual Caps for 2026, 2027 and 2028 (where applicable) in respect of the renewed framework agreements are described in Table B below.
Table B - 2026-2028 Distribution Business Transactions - historical transaction amounts, existing Annual Caps and proposed Annual Caps, as applicableTransaction No.
Parties to the agreement/
arrangement
Nature of agreement/ arrangement
Actual Transaction Amount
(US$ millions)
Annual Cap for the year ending 31 December
2025
(US$ millions)
Remaining Annual Cap for the year ending 31 December
2025, as at
30 September
2025
(US$ millions)
Proposed Annual Cap (US$ millions)
Name of entity of the Indofood Group
Name of connected party
For the year
ended 31 December
2023
For the year
ended 31 December
2024
For the period from 1 January
2025 to
30 September
2025
For the year
ending 31 December
2026
For the year
ending 31 December
2027
For the year
ending 31 December
2028
(1)
IAP
Indomaret and/ or its subsidiaries
IAP sells noodles, seasonings, sauce, snack, milk, baby food, special food, flour, cooking oil, margarine and other third party products; distributes various consumer products to Indomaret
and/or its subsidiaries.
327.3
360.1
280.8
838.0
557.2
599.4
700.9
820.3
(2)
IAP
FFI
IAP sells chilli and tomato sauces, seasonings and dairy
products to FFI.
1.4
1.1
0.7
4.3
3.6
1.4
1.5
1.6
(3)
PDU
Indomaret and/ or its subsidiaries
PDU sells noodles, seasonings, sauce, snack, milk, baby food, special food, flour, cooking oil, margarine and other third party products; distributes various consumer products to Indomaret
and/or its subsidiaries.
17.3
17.7
13.4
28.9
15.5
27.1
31.9
37.5
(4)
Indofood and/or its subsidiaries
Indomobil and/ or its subsidiaries
Indomobil and/or its subsidiaries sell/rent vehicles, sell spare parts and provide vehicle services to
Indofood and/or its subsidiaries.
5.8
7.3
5.0
9.1
4.1
17.1
21.3
26.4
(5)
Indofood and/or its subsidiaries
SDM and/or its subsidiaries
Indofood and/or its subsidiaries use human resources outsourcing services from SDM and/or its
subsidiaries.
17.1
17.6
13.4
65.2
51.8
25.0
27.3
29.8
(6)
IAP
Indomaret and/ or its
subsidiaries
Indomaret rents warehouses/ building space from IAP.
0.6
0.6
0.4
1.1
0.7
0.8
0.9
0.9
(7)
IAP
Indolife
IAP's pension plan assets are
managed by Indolife.
0.2
0.1
0.1
0.3
0.2
0.2
0.2
0.3
(8)
IAP
LPI
IAP buys sugar from LPI.
0.2
0.0
-
13.5
13.5
-
-
-
(9)
IAP
IDP
IAP sells noodles, seasonings, sauce, snack, milk, baby food, special food, flour, cooking oil, margarine and other third party
products to IDP.
0.7
1.4
0.9
4.4
3.5
1.7
1.8
2.0
Aggregated actual transaction amounts/Annual Caps:
370.6
405.9
314.7
964.8
650.1
672.7
785.8
918.8
Note: Rounded to the nearest US$ million.
As at 30 September 2025, in respect of each of the 2023-2025 Distribution Business Transactions, the transaction amount during the period from 1 January 2025 to 30 September 2025 was below the applicable existing Annual Cap for the year ending 31 December 2025.
Each of the 2026-2028 Distribution Business Transactions referred to in Table B above constitutes a continuing connected transaction for the Company under Rule 14A.31 of the Listing Rules because:
Mr. Salim is the Chairman and a substantial shareholder of the Company and President Director and CEO of Indofood; and
each of the counterparties is an associate of Mr. Salim.
The 2026-2028 Distribution Business Transactions will be conducted in the ordinary and usual course of business of the Indofood Group and will be entered into on an arm's length basis with terms fair and reasonable to the relevant parties. The renewed framework agreements will provide that the pricing/fee chargeable in respect of each of the 2026-2028 Distribution Business Transactions in Table B above will be determined from time to time based on the written mutual agreement between the parties, with due regard to the prevailing market conditions. The consideration under the 2026-2028 Distribution Business Transactions will be payable in accordance with credit terms to be agreed between the parties, in cash. Details of the pricing policy are set out in the section headed "Pricing Policies" below in this circular.
The proposed Annual Caps for the 2026-2028 Distribution Business Transactions specified in Table B are estimated transaction values based on the projected activity levels between the relevant parties for the financial years ending 31 December 2026, 2027 and 2028, taking into account the historical values of the relevant transactions.
The principal factors considered by the Company and Indofood in determining the proposed Annual Caps for the 2026-2028 Distribution Business Transactions specified in Table B (namely, transactions numbered (1) to (7) and (9)) are summarised in Table B2 below:
Table B2 - Principal factors considered by the Company and Indofood in determining the proposed Annual Caps for the 2026-2028 Distribution Business Transactions (transaction numbers correspond to the transaction numbers in Table B above)Transaction No. | Parties to the agreement/ arrangement | Nature of agreement/ arrangement | Proposed Annual Cap (US$ millions) | Principal Factors Considered in Determining Annual Caps | |||
Name of entity of the Indofood Group | Name of connected party | For the year ending 31 December 2026 | For the year ending 31 December 2027 | For the year ending 31 December 2028 | |||
(1) | IAP | Indomaret and/or its subsidiaries | IAP sells noodles, seasonings, sauce, snack, milk, baby food, special food, flour, cooking oil, margarine and other third party products; distributes various consumer products to Indomaret and/or its subsidiaries. | 599.4 | 700.9 | 820.3 |
|
Transaction No. | Parties to the agreement/ arrangement | Nature of agreement/ arrangement | Proposed Annual Cap (US$ millions) | Principal Factors Considered in Determining Annual Caps | |||
Name of entity of the Indofood Group | Name of connected party | For the year ending 31 December 2026 | For the year ending 31 December 2027 | For the year ending 31 December 2028 | |||
(2) | IAP | FFI | IAP sells chilli and tomato sauces, seasonings and dairy products to FFI. | 1.4 | 1.5 | 1.6 |
|
(3) | PDU | Indomaret and/or its subsidiaries | PDU sells noodles, seasonings, sauce, snack, milk, baby food, special food, flour, cooking oil, margarine and other third party products; distributes various consumer products to Indomaret and/or its subsidiaries. | 27.1 | 31.9 | 37.5 |
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Transaction No. | Parties to the agreement/ arrangement | Nature of agreement/ arrangement | Proposed Annual Cap (US$ millions) | Principal Factors Considered in Determining Annual Caps | |||
Name of entity of the Indofood Group | Name of connected party | For the year ending 31 December 2026 | For the year ending 31 December 2027 | For the year ending 31 December 2028 | |||
(4) | Indofood and/or its subsidiaries | Indomobil and/or its subsidiaries | Indomobil and/or its subsidiaries sell/ rent vehicles, sell spare parts and provide vehicle services to Indofood and/or its subsidiaries. | 17.1 | 21.3 | 26.4 |
|
(5) | Indofood and/or its subsidiaries | SDM and/or its subsidiaries | Indofood and/or its subsidiaries use human resources outsourcing services from SDM and/or its subsidiaries. | 25.0 | 27.3 | 29.8 |
|
(6) | IAP | Indomaret and/or its subsidiaries | Indomaret rents warehouses/building space from IAP. | 0.8 | 0.9 | 0.9 |
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