Report of the Directors

On this auspicious occasion, please allow us to present the Annual Report on the performance of the Company for the fiscal year 2023. Through this report, we, on behalf of the Board of Directors, would convey a brief overview of the Company's performance and management during 2023 as a fulfillment of our accountability to the shareholders and all stakeholders. We hope this report can serve as a reference about the management and development of the Company throughout the year 2023.

Most countries tend to experience economic downturn trends, including both developed and developing countries, including Indonesia itself. Based on the World Economic Outlook released by the International Monetary Fund (IMF) in January 2024, the economic growth of countries worldwide is estimated to reach 3.1% in 2023, a decrease from 3.5% in 2021. In this estimation, the group of advanced economies is estimated at 1.6%, lower than 2.6% in 2022, while the group of developing economies is estimated to stagnate at 4.1% in 2023 compared to the realization in 2022.

According to data released by the Central Statistics Agency (BPS), Indonesia's economy in 2023 was still relatively strong amidst the less conducive global economic turmoil. Indonesia's economic growth in 2023 reached 5.05%. This economic growth was supported by the Manufacturing sector, contributing 19.08%. Then, the Trade sector contributed 12.96%, followed by Agriculture at 11.39%, Construction at 10.49%, and Mining at 9.62%. Meanwhile, Indonesia's inflation achievement in 2023 was maintained in a stable and controlled manner at 2.61% year on year (yoy), a decrease from 5.51% (yoy) in 2022. Furthermore, outside the pandemic-affected period (2020- 2021), this inflation realization is the lowest since 2000.

Meanwhile, in response to the economic turmoil, the Government has established the Making Indonesia 4.0 initiative as an integrated roadmap to implement several strategies. In line with this, the Company strives to continue digital transformation to create faster growth and improve productivity and efficiency in its business processes.

Furthermore, one of the Company's concerns in conducting its business activities is the Government's directive through the Ministry of Environment and Forestry regarding the 2023 Environmental and Forestry Development to support National Priorities (PN), which includes building the environment, improving disaster resilience, and climate change. This undoubtedly requires the Company to be able to produce in national development while still being able to align with the regulations of the Ministry of Environment and Forestry to ensure sustainable ecosystems.

1. Winning War Room (“WWR”) program, aims to optimize the tender process and ensure all technical requirements are met. The Minimum Winning Rate is 25.1%.
2. Partnership, aims to fill experience and financial gaps to strengthen the Company's competitive advantage during the auction stage.
3. Investment Portfolio Rebalancing, aims to maintain the Standard Deviation of New Investments (sectoral) of WSKT Group < 2x Overall Average of New Investments.
4. Divestment in subsidiaries, the implementation of divestment targets in each Subsidiary to obtain fresh funds and debt deconsolidation as part of asset recycling activities.
5. Government guarantee for loans, bonds and sharia bonds, obtaining working capital for completion of projects assigned by the state. Refinancing of maturing bonds.
6. Debt restructuring of the Parent and Subsidiaries, to improve the cash flow and structure of Waskita Group.
7. State Capital Inclusion (PMN), strengthening Waskita Group's capital structure in the context of financial restructuring.
8. Digital Transformation, the digital program focuses on adopting digital technology in various use case to increase the Commpany value proposition as a contractor and reduce costs throughout the construction value chain.

Furthermore, the Board of Directors, through oversight and guidance from the Board of Commissioners, formulates future strategies and strategic policies. In formulating the Company's strategies and strategic policies, the Board of Directors has also considered input from competent parties, as an effort to ensure that each decision made is based on strong considerations, in line with the dynamics and challenges in the industry faced by the Company.

In accordance with Waskita's Articles of Association, the Board Manual, and applicable laws and regulations, the Board of Directors ensures that the responsibilities undertaken in formulating strategic strategies and policies have been carried out while considering compliance with the principles of Good Corporate Governance (GCG).

The Board of Directors establishes Key Performance Indicators (KPIs) and targets for each formulated strategy. These KPIs and targets must be specific, measurable, achievable, relevant, and time-bound. The KPIs consist of Corporate KPIs, Directorate KPIs, and Transformation KPIs. KPIs are evaluated quarterly, and improvement actions are then formulated. Additionally, the Board of Directors can monitor the alignment of the Company's strategy implementation through Weekly Board of Directors Meetings, Limited Board of Directors Meetings, and Quarterly Coordination Meetings.

The decrease in Business Unit revenue in 2023 was accompanied by an increase in BK/PU from 95.01% in 2022 to 99.51% in 2023. This was due to an increase in material prices, unabsorbed revenue, and bank interest.

Overall, the Company's performance compared to last year and the RKAP target has not yet been achieved. In terms of RKAP, gross profit achievement was only 41% or equivalent to Rp925 billion. This occurred mainly due to unabsorbed revenue, increases in material prices, particularly iron and diesel, increase in indirect contract cost burdens due to project completion delays, and increases in IDC as a result of the unrealized Turnkey project payments (Bocimi).

Meanwhile, compared to last year, the Company's performance is still not better due to a decrease of 36% or Rp524 billion. This decline is attributed to revenue not aligning with the decrease in contract burdens. This is influenced by the increase in major materials, the cancellation of PMN receipts in 2022 to be used in 2023 causing financial constraints, and limited working capital resulting in decreased productivity of projects and subsidiaries.

1. Reduced confidence from external parties due to weakening liquidity
2. Subsidiaries are not yet able to operate independently
3. Decrease in plant utility and construction equipment
4. The Company's business performance and corporate actions have not been optimal
5. Funding sources for working capital and new investments are limited
6. Constraints in completing construction projects due to limited funding capacity
7. In the process of financial recovery
8. Limited cash management due to applicable CAMA provisions
9. The Company's financial inability to meet its financial obligations as they fall due
10. Operational expenses tend to be higher compared to other SOE Karya

In dealing with these challenges, Waskita has carried out strategic steps included in the 8 (eight) Financial Restructuring streams, with the following details:

1. Core Divestment
   Waskita has successfully divested 8 toll roads out of a total of 13 toll roads. These toll roads are as follows:
   1. Solo Ngawi (JSN)
   2. Ngawi Kertosono (JNK)
   3. Medan Kualanamu (JMKT)
   4. Semarang Batang (JSB)
   5. Cinere Serpong Jaya (CSJ)
   6. Cibitung – Cilincing (CTP)
   7. Kanci - Pejagan (SMR)
   8. Pejagan – Pemalang (PPTR)
2. Government Guarantee for Loans, Bonds and Sharia Bonds
   As of December 2023, KMKP withdrawal amounting to Rp11.3 trillion and KMKP reduction amounting to Rp6.1 trillion have been made, so that the outstanding KMKP as of December 2023 is Rp5.3 trillion. Then in Stage-2, as of December 2023, Waskita has absorbed bond/sharia bond guarantee funds for the Company's cash replacement needs of Rp591.4 billion, refinancing of maturing bonds of Rp3.8 trillion, and working capital of Rp585.5 billion, hence there is still remaining Guarantee Sharia Bond funds amounting to Rp104.8 billion.
3. Parent Debt Restructuring
   The restructuring was realized in November 2021. However, based on the phase I restructuring evaluation, the Company proposed a review of the restructuring. In December 2023, Waskita has received approval from the majority of Banking Creditors and still needs to hold another General Meeting of Bondholders (RUPO) to obtain approval from Non-Guaranteed Bondholders.
4. Subsidiary Debt Restructuring
   Until December 2023, the restructuring process at subsidiary level, namely WSBP, WKR, WKI, and at several WTR BUJTs has been completed, while there is a WTR BUJT that is still in the restructuring process, namely WBW.
5. Completion of Special Toll Sections
   Completion of Special Toll Section on Kayu Agung-Palembang-Betung toll road project consists of two matters, namely the completion of phase II construction of toll section and divestment/restructuring/securitization/fund raising/equity partnership efforts on this section as a whole. In addition, the completion of special toll road section on Kuala Tanjung - Tebing Tinggi - Parapat project was carried out by divesting WTR's ownership in BUJT PT Hutama Marga Waskita (“HMW”) to the Major Shareholders. Currently in the process of price agreement between WTR and the Major Shareholders of HMW.
6. Business restructuring
   Officially launched on August 17 2021, as the Company's long-term policy direction in carrying out the 6 breakthrough programs consisting of 3 (three) program pillars, namely Portfolio & Innovation, Lean, and Digital, as well as three program foundations, namely Financial, Risk Management , and Talent Engine
7. Implementation of Governance and Risk Management Guidelines
   The Company's risk management reporting has used a risk management application called Waskita Risk Management ("WaRM"), which has been applied to projects managed by Waskita and is also used in Subsidiaries. The use of WarM makes it easier and faster for the management to manage the risks faced by the Company.

As explained in Book II of the Financial Notes and the State Budget for Fiscal Year 2024 from the Ministry of Finance of the Republic of Indonesia (2023: 1-12): The relatively high prices of commodities, including raw materials, are one of the factors hindering the growth of construction sector. However, Government capital spending activities to support the National Strategic Projects (PSN) and Nusantara Sovereign Infrastructure (IKN) will be one of the drivers of the construction sector's performance. Therefore, the Company remains conservative in planning the target of real estate sales. On the other hand, the Company continues to make optimal efforts to complete the IKN projects acquired. In the medium term, Government expenditure policy strategies will focus on strengthening human resource quality, sustaining the acceleration of infrastructure development, and promoting high-value-added economic transformation activities. Positive government consumption growth is expected to have a higher multiplier effect on the economy for the sustainability of economic transformation.

The Board of Directors concludes that Waskita still has good business prospects in 2024. Among several influencing factors, the Board of Directors is optimistic that the continuing implementation of the 8-stream financial recovery program, including business transformation, will have positive impacts on Waskita's performance in 2024.

The Company consistently implements a violation reporting mechanism in accordance with the latest regulations and compliance with the ISO 37001:2016 Anti-Bribery Management System standard as a proactive measure to safeguard reputation and business sustainability. With an effective reporting mechanism and support from regulations governing the reporting culture of deviations, the Company can address internal issues before leading to greater negative impacts on its reputation. Additionally, a good reporting system can uncover more misconduct, enabling faster and more efficient handling and prosecution of criminal acts. Thus, proper implementation of the Whistleblowing System and effective communication will be the key to creating a corporate environment of integrity, transparency, and adherence to GCG principles.

Moreover, the Company has strengthened integrated risk governance in its business processes, referring to Regulation of the Minister of SOEs No. PER-02/MBU/03/2023 ("PER-2") to manage strategic, operational, financial, and other risks across all lines of business. The Company has adopted the three lines model concept developed in accordance with PER-2, which illustrates the functions of each line in risk management to achieve the Company's vision and mission.

As a commitment from the Top Management in risk management, the Company has issued Risk Management Policy and Waskita’s Risk Management Procedure for 2023, adopting PER-2 and ISO 31000:2018, along with other standards as needed by the Company, distributed and socialized to all employees.

To strengthen Good Corporate Governance and apply the prudence principle in decision-making for construction and investment projects, the Company has implemented the four eyes principle to protect and create value for the Company, namely through the operationalization of construction risk management committee and investment committee since 2021, whose members are Directors and SVP Corporate Office which consists of business functions and control functions.

For the acceleration of risk management processes within the Company, Waskita has a risk management application called Waskita Risk Management or WaRM since 2018, used by all risk owners at Project, Business Unit, Corporate Office, and Subsidiary levels. WaRM assists Top Management in monitoring risks faced by the entire lines of the Company and becomes a tool in compiling risk management reports, so that the management can obtain credible information as considerations in decision-making.

Furthermore, to assess the credibility of the Company's risk management implementation, Waskita periodically undergoes a series of assessments based on ISO 31000:2018 to obtain and maintain the Letter of Conformance ISO 31000:2018.

Based on the Company's roadmap, Human Capital management in 2023 carries the theme Elevate. This theme focuses on increasing the Company's talent capabilities and competencies in each area of specialization. This is also supported by sustainable talent development in various new segments as superior targets (Water Infrastructure, Airport, Top 3 Railroad, & International Growth). Apart from that, implementing a cultural program that is based on core values, namely 'AKHLAK', to create added value for the Company. In addition, there has been an increase in digital talent to 30% of total employees.

In connection with this roadmap, Waskita is committed to offering construction services that are strongly competitive and provide the best quality. Therefore, the Company fully realizes that development is very important to create superior and competent human capital. The plans that have been prepared to create superior and competent human capital include:

1. Rationalizing the number of employees through the Golden Shake Hand (GSH), Silver Shake Hand (SSH) Program and laying off employees for efficiency and increase productivity of employees;
2. Career Development Program through Talent Management and Succession Plan in order to prepare future talent;
3. Development Program through the Eagle Warrior Program, which aims to accelerate the fulfillment of competencies in each position;
4. Development of AKHLAK corporate culture program to support the Company’s transformation;
5. Development of an integrated HC database management system;
6. Increasing training programs through the Leaning Management System (LMS);
7. Developing the Employee Value Proposition (EVP) program and Respectful Workplace (RWP) policy to improve employee retention and the Company's image to employees and prospective employees.

The implementation of IT governance adheres to a framework designed to manage IT assets and related resources in an efficient, effective, secure manner, and in line with the organizational goals. The following are several things that are done related to IT Governance:

1. The Information Technology Masterplan (ITMP) 2022-2026, namely the implementation of the Company's Strategic IT which is included in the Annual RKAP (Corporate Work Plan and Budget) for the Transformation, Digital & System Development Division, the implementation of which has been monitored and evaluated periodically, quarterly and has been reported to Ministry of SOE as the Company’s Management Report in the Information Technology Sector.
2. Waskita's procedures in Information Technology Sector, which have been updated in 2023 to 6 procedures with 2 additional procedures, namely governance and data management, where the previous 2021 edition of PW-TI contained 4 procedures, namely IT Masterplan, Information Security, IT Services and IT Development.

The Board of Directors policies regarding IT Management and Development to improve Performance and Service, include the following:

1. As a form of commitment to implementing good IT Governance in accordance with GCG principles in the Company, the Board of Directors is committed to measuring the Company's IT Maturity Level in 2023. The assessment was carried out using the COBIT-2019 method and obtained a result of 3.33 out of scale 5.00.
2. The Board of Directors also directed IT to implement an Information Security Management System, which was realized by conducting a second surveillance of ISO 27001:2013 in 2023 with the results of 1 Minor Finding and 8 Observations & Improvement Opportunities, and PT Waskita Karya (Persero) Tbk. successfully obtained the second Surveillance certification ISO 27001:2013 in 2023.
3. In terms of system development, the Company developed the following systems:
   1. BIM – ERP integration
      Report integration for BIM quantity / volume data with SAP quantity / volume entry data for WBS Project (Work), Material Item and Service Item data, so that BIM volume data can be seen in the SAP PROD 01 report.
   2. DCT (Digital Control Tower) Dashboard
      DCT is a dashboard that integrates several applications in Waskita into modules, namely schedule, cost, procurement, risk, qhse & waste. This dashboard is expected to become a Single Source of Truth that can be used for project control. As of December 2023, DCT is still in the development process to integrate SAP & LPS data as well as the adjustment process for risk aggregation data from the WaRM application and incident & NCR data from the QHSE application

Throughout 2023, the Company has carried out SER programs in accordance with the 4 Main Pillars of Sustainable Development Goals, namely Social, Education, Economic, and Legal & Governance Pillar, as well as the Ministry of State-Owned Enterprises' directive that SOEs should focus on three aspects for their SER programs: Education, Environment, and Empowerment of MSMEs.

In the Social Pillar, the Company has participated in social programs such as Education, by improving Education Infrastructure and Facilities, and providing Scholarships. Additionally, in the Health sector, the Company has participated in providing additional nutrition for Children with HIV/AIDS. In the Economic Pillar, the Company has contributed to the improvement of public infrastructure such as roads, bridges, and worship facilities, as well as empowering MSMEs by organizing training/workshops, production equipment assistance, and halal certification for MSMEs. In the Environmental Pillar, the Company has engaged in the preservation of nature by planting 12,500 mangrove seedlings in Timbulsloko Village, Demak, Central Java, providing clean water facilities in Sukabumi, and providing communal sanitation facilities in collaboration with the SER Forum of the Ministry of State-Owned Enterprises in South Jakarta.

In line with the Ministry of State-Owned Enterprises' directive that the SER programs must be targeted, transparent, accountable, and measurable, the Company measures its SER programs with an independent party, namely Social Impact, using the SROI (Social Return on Investment) Method. The measured programs fall into three areas: Education with joint training program with Semarang Vocational Training Center scoring 2.00, Environment with Clean Water Facility Assistance Program (Borehole) in Sukabumi scoring 3.06, and Empowerment of MSMEs with an Empowerment Program at Pejagan Pemalang Toll Rest Area scoring 1.44. These scores indicate that every 1 rupiah invested in each SER program provides social value of more than 1 rupiah, and these benefits are felt by the recipients. The Company also received the 2023 SER & CSR Award with a Gold 4-Star category in the environmental sector from BUMN Track.

The objective of establishing the Construction Risk Management Committee is to strengthen governance and risk management through the application of four eyes principle and cautionary principles in decision-making regarding the acquisition of construction projects to ensure that the projects undertaken meet technical and financial feasibility criteria in order to add value, protect value, and create harmonization in Construction activities to achieve the Company's objectives.

Throughout 2023, the Construction Risk Management Committee has conducted discussions on 146 project proposals, with several proposals were not recommended. Some considerations that led to certain projects were not recommended by the Construction Risk Management Committee are as follows:

1. Owner payment schemes that burden the Company, such as the absence of Down Payments causing financial gap.
2. Uncertainty regarding the source and availability of funds from the owner.
3. Social and political risk conditions categorized as high risk during project tendering.
4. Significant risks involved in handling existing utility relocations.

The Investment Committee is tasked with reviewing and providing recommendations to the Board of Directors regarding investment rating and ranking, investment implementation, investment value changes, and determining matters related to investment acquisition recommendations with specific conditions.

The objective of establishing the Investment Committee is to strengthen governance and risk management through the application of four eyes principle and cautionary principles in investment decision-making to ensure that investments meet technical and financial feasibility criteria in order to add value, protect value, and create harmonization between Construction and Investment activities to achieve the Company's objectives.

In relation to the Company's financial revitalization program, throughout 2023, the Company did not engage in any business development, including investments. However, there were proposals for implementation and preparation submitted by Subsidiaries, particularly PT Waskita Karya Infrastruktur (WKI), regarding the development of Wado Hydroelectric Power Plant. The Investment Committee has held Committee meetings and presented reports to the BOD on the Committee's recommendations in accordance with Decree No. 58.1/SK/WK/2023 regarding the First Amendment to the Decree of Establishment of Investment Committee.

The Construction Risk Management Committee and Investment Committee have performed their duties and responsibilities effectively. Moving forward, the implementation of Construction Risk Management Committee & Investment Committee will be continually evaluated, and updates will be made as necessary based on business environmental conditions and the Company's circumstances to ensure that the Company's objectives are achieved.