Report of the Directors

Through this opportunity, the Board of Directors would like to report Waskita’s management performance for 2022 as a form of accountability to shareholders and all stakeholders. This report contains an analysis of the Company’s performance, obstacles, and challenges in 2022, analysis of the Company’s business prospects, to the implementation of corporate governance in 2022, with each discussion as follows.

As a significantly influential factor, the conflict between Russia and Ukraine in the Eastern European region has presented a vulnerable economic situation for low-income countries. Due to the conflict, European countries faced a decline in natural gas prices along with pressure on a number of countries that experienced food vulnerability due to supply chain disruptions. Moreover, the conflict has created geopolitical tensions among a number of countries, which has the potential to disrupt economic stability in the future.

Despite this situation, Indonesia’s economy in 2022 was still able to grow strongly, as a result of the recovery from the impact of the Covid-19 pandemic. Referring to the report released by the Statistics Indonesia (BPS) in February 2023, Indonesia’s economy in 2022 grew by 5.13%, higher than the realization in 2021 at 3.70%. In this realization, the construction business field grew by 2.01%, or lower than growth in 2021 at 2.81%. Along with economic growth in 2022, Indonesia managed to maintain the stability of people’s purchasing power, which is reflected in the controlled inflation rate, along with expansive production activities, as shown in Bank Indonesia’s Prompt Manufacturing Index of 50.06%.

Industry Overview

With the ongoing economic recovery, the construction industry in Indonesia had a favorable business situation in 2022. Referring to the Indonesia Construction Market Outlook 2023 document released by BCI Central, Indonesia was able to record a construction project value of up to Rp159.35 trillion for building construction and Rp155.42 trillion for civil construction, an increase from 2021 at 30.90-47.12%. In this realization, West Java was recorded as the province with the highest construction project value at Rp46.29 trillion in civil construction and Rp17.21 trillion in building construction. Meanwhile, Jakarta and surrounding areas recorded the second highest construction project value, with a civil construction project value at Rp8.76 trillion and a building construction project value of Rp47.18 trillion.

The favorable industrial situation in 2022 was also marked by strong support from the Government of Indonesia for the continuation of infrastructure development. This can be seen through the realization of the distribution of State Equity Investment (PMN) to 7 (seven) SOEs with a value of Rp38.48 trillion, which was focused on infrastructure development, including transportation infrastructure, electricity, to guaranteeing national infrastructure projects. In addition, the Government of Indonesia has also realized non-debt financing through Government Cooperation with Business Entities (PPP) for 31 projects with an investment value of Rp244.16 trillion by the end of December 2022.

Throughout 2022, Waskita has consistently implemented various strategies to maintain competitiveness in the construction industry. This was carried out, among others, through a financial restructuring program that includes business transformation, along with the implementation of other strategic policies that encourage Waskita to be able to realize strategic projects and record positive new contracts.

The description of Waskita’s 8 (eight) streams of financial recovery is as follows:

8 Streams of Financial recovery

As of the end of 2022, Waskita has realized a number of achievements in its financial soundness strategy, including:

1. Syndicated working capital facility with Government guarantee amounting to Rp8.07 trillion.
2. Debt issuance facilities with government guarantees with a ceiling of Rp5.6 trillion and implementation of issuance of bonds and sukuk of Rp5.05 trillion.
3. Strategic Partnership for the Cimanggis-Cibitung Toll Road (CCT), Kanci-Pejagan (SMR), Pejagan-Pemalang (PPTR).
4. Loan Agreement Addendum (Restructuring 2) Waskita Karya Infrastruktur (WKI).
5. Implementation of ERP with the launch of a dashboard that aims to integrate financial information.
6. Preparation of board manual for the Board of Directors and Board of Commissioners, investment guidelines, investment SOPs, business development and risk management.
7. Preparation of a risk management maturity score roadmap for 2022-2025.

Waskita Business Transformation

On August 17, 2021, Waskita has officially started a business transformation program which is one of 8 streams of initiatives in the framework of integrated financial soundness. The business transformation that is being implemented has the main objective of maintaining Waskita’s business to grow sustainably in the long term, through income diversification support, efficiency improvement, competitiveness development, financial soundness improvement, Human Resources capability development, to business risk control.

As of the end of 2022, Waskita has realized several business transformation progresses, which are described as follows:

1. Acquisition of New Contract Value (NKB) of Rp20.23 trillion with a winning rate of 25.00%.
2. From the lean aspect, the potential efficiency for the implementation of the lean at site program is Rp52.3 billion, procurement centralization at Rp91 billion, and the reduction in the value of inventories that are >180 days old is up to Rp109 billion.
3. From the digital aspect, 7 modules have been integrated with the Digital Control Tower (DCT).
4. From the financial aspect, there was an increase in the cash position of 4.35x and an increase in the Company’s current ratio of 2.61x compared to September 2021 and 4 toll road divestments have been realized.
5. In terms of talent engines, 28.95% of millennial employees (≤42 years) are top talents and 18.42% of female employees are nominated talents.

In accordance with Waskita’s Articles of Association, Board Manual, and statutory regulations, the Board of Directors ensures that the role of the Board of Directors in formulating strategies and strategic policies has been carried out by taking into account the fulfillment of GCG principles. This is implemented, among others, through the checks and balances mechanism, which is realized through the oversight and advisory role of the Board of Commissioners and the Committees under the Board of Commissioners.

In terms of financial position, Waskita’s assets in 2022 amounted to Rp98.23 trillion, or a decrease of 5.18% compared to 2021 at Rp103.60 trillion. The acquisition was divided into current assets of Rp33.43 trillion, or a decrease of 21.50%, and non-current assets of Rp64.80, an increase of 6.12% compared to 2021. Waskita’s liabilities as of December 31, 2021 amounted to Rp83 .99 trillion, or a decrease of 4.17% compared to 2021 at Rp88.14 trillion, with current liabilities at Rp21.45 trillion, or a decrease of 21.42%, and non-current liabilities at Rp62.53, or an increase of 2.62% compared to that of 2021. Along with this realization, Waskita posted equity of Rp14.24 trillion, or decreased by 5.18% compared to 2021 at Rp103.60 trillion.

By comparing it to the target in the 2022 RKAP Revision, Waskita’s financial performance in 2022 was generally in good condition. Waskita was able to realize revenue at Rp16.67 trillion or 91.80% of the target, with the realization of cost of revenues being maintained with a realization of 93.52% of the target. Then, in the realization of profits in 2022, Waskita realized a gross profit of 78.08% of the target of Rp1.86 trillion and realized profit (loss) for the year of 32.72% of the 2022 RKAP Revision target.

In terms of financial position, Waskita posted asset values with fulfillment of 95.81% of the 2022 RKAP Revision target of Rp102.53 trillion. Liabilities on December 31, 2022 show a maintained level of realization with a percentage of the target of 98.29%. Waskita’s equity as of December 31, 2022 amounted to Rp14.24 trillion or fulfilled 83.38% of the target of Rp17.08 trillion.

Operational Performance

The Board of Directors understands that Waskita is an important entity in the integrated construction service industry in Indonesia. Based on this understanding, Waskita has consistently strived to develop its capacity in realizing its vision and mission, in line with the achievement of a number of strategies and strategic policies that have been set. This, among other things, was realized through operational achievements that were successfully recorded for 2022.

For 2022, Waskita participated in the tender of 204 projects with a total value of Rp68.83 trillion. Of all the tenders, Waskita won a total of 38 tenders with a new project value of Rp15.51 trillion. Overall, the success rate of winning the Waskita project tender value in 2022 is 31.22%, or decreased compared to the previous year at 41.17%. In general, the decline in project acquisition rates in 2022 was affected by the lower composition of the value of the projects compared to the previous year.

By comparing these achievements with the target in the 2022 RKAP, the Board of Directors reported that Waskita was able to record good operational performance. The presentation of a comparison of operational performance against the 2022 RKAP target is as follows:

Fulfillment of Operational Performance against the 2022 RKAP Revision

1. The prolonged Covid-19 pandemic that caused:
   • Cessation/slowdown of construction work.
   • Decrease in collectability of receivables from the owner.
   • Traffic on toll roads owned by the Company that was suboptimal due to restrictions on mobility.
   • Delayed divestment program of the Company because investors chose to take a wait & see attitude.
2. Increase in material prices due to economic and political dynamics both at home and overseas.
3. Intense competition in obtaining New Contract Value, especially in Government projects (conventional).
4. No Right Issue corporate action activities in the context of absorbing PMN in 2022.
5. PKPU Lawsuit from an External Party against the Company Group.
6. There were maturing obligations that must be fulfilled amidst the limited liquidity of the Company.
7. Limited financial management flexibility in line with the implementation of the MRA.
8. Operational constraints in project completion such as delays in land acquisition, design changes and weather constraints.

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

1. Strategic partnership for core toll roads.
   The Company conducted a strategic partnership on 3 toll roads, namely Cimanggis - Cibitung (CCT), Kanci - Pejagan (SMR), and Pejagan - Pemalang (PPTR).
2. Government Guarantee on Loans and Bonds and Sukuk
   As of 2022, the Company withdrew loan facilities with a Government Guarantee of Rp11.34 trillion and an outstanding decrease of Rp5.96 trillion has been made. The loan facility was used as working capital for the completion of the Government Guarantee underlying project. In addition, the Company has issued Bonds and Sukuk with a Government Guarantee of Rp2.11 trillion and Rp1.14 trillion, respectively, which were used to refinance maturing bonds and project working capital.
3. Parent Entity Debt Restructuring
   The Company has implemented MRA by rescheduling debt payments and adjusting the percentage of loan interest rates. Simultaneously, the Company is in the process of reviewing the implementation of the MRA assisted by a Consortium of Consultants.
4. Debt Restructuring of Subsidiaries
   The Company has restructured the Subsidiary’s debt as evidenced by the settlement decision (homologation) submitted by the Central Jakarta District Court in June 2022.
5. Completion of Special Toll Roads
   The Company has received funding support for the completion of the investment in the Kayu Agung - Palembang - Betung toll road, which came from the PMN 2021 fund of Rp3 trillion and strategic partnerships worth Rp2.9 trillion.
6. State Capital Participation
   The Company received PMN at the end of 2021 amounting to Rp7.9 trillion. Currently, the Company is in the process of optimizing the absorption of PMN funds.
7. Business Restructuring
   The Company carried out various business transformation initiatives to increase competitiveness, optimize production, cost efficiency, and business refocusing.
8. Implementation of Governance & Risk Management Guidelines
   The Company carried out several programs to strengthen Corporate Governance & Strengthen Risk Management as indicated by the achievement of a risk management maturity score as a group.

Amid these projections, the Indonesian economy is expected to continue to grow strongly in 2023. This can be seen, among others, from Bank Indonesia’s projections which estimate that Indonesia’s economic growth can be achieved in the range of 4.5-5.3%. In line with that, the IMF in the World Economic Outlook 2023 document estimates that Indonesia’s economy, as part of the ASEAN-5 group of countries, can be realized at 4.3%. A number of things are projected to have an impact, including increased domestic demand and investment realization, in line with increased community mobility after the abolition of the Public Activity Restrictions (PPKM) policy.

Referring to the 2023 State Budget, the construction industry in 2023 is projected to be in a sound situation, as the Indonesian Government continues to support infrastructure development in various areas. For 2023, the Government through the Ministry of Finance is targeting the realization of central government expenditure with a value of reaching Rp2,246.5 trillion, with the Ministry of Public Works and Public Housing (PUPR) budget ceiling reaching Rp125.2 trillion, which will be directed among others to support project development IKN and completion of priority infrastructure projects.

The favorable situation of the construction industry in 2023 is also reflected in the projections by BCI Central in the Indonesia Construction Market Outlook 2023 document. In this document, the value of construction projects in Indonesia is estimated at Rp175.50 trillion in building construction and Rp157.46 trillion in civil construction, or an increase of 10.13% and 1.13%, respectively, from 2022. In building construction, the residential category is estimated to be the most dominant contributor, with a project value of Rp54.90 trillion, an increase of 16.11% compared to 2022. Meanwhile, in civil construction sector, infrastructure and transportation projects are forecasted to record a project value of Rp136.27 trillion, 0.89% higher than the value in 2022.

Taking into account the macroeconomic projections, both in the world and in Indonesia, as well as the construction industry in Indonesia, the Board of Directors concluded that Waskita still has good business prospects in 2023. Among a number of factors that will influence, the Board of Directors is optimistic that the continuation of implementation the 8 streams financial restructuring program includes business transformation which will have a positive impact on Waskita’s performance in 2023.

Total tenders targeted to be participated in by Waskita in 2023 is 243 projects, with a value of up to Rp121.75 trillion. The target of tender to be won by Waskita is 61 projects, with a total value of Rp20.19 trillion. Then, the target value for Waskita’s new contracts in 2023, including those from subsidiaries, is Rp26.76 trillion.

In addition, Waskita projects the realization of investment in capital goods of Rp4.19 trillion in 2023, or equivalent to 1796.76% of the realization in 2022. In its subsidiaries, investment in capital goods for Waskita Karya Realty, Waskita Beton Precast, Waskita Toll Road, as well as Waskita Karya Infrastructure are projected to be realized with a percentage of 832.49-41796.96% of the realization in 2022.

Based on this awareness, the Board of Directors ensures that Waskita is committed to implementing and improving the quality of GCG on an ongoing basis. In this regard, in line with the implementation of the Company’s business transformation, Waskita has updated the structure and softstructure of corporate governance, according to the dynamics of the industry being faced and the performance targets to be achieved for the coming years.

GCG Structure and Mechanism

The Board of Directors and related staff periodically review the structure and soft-structure of Waskita’s governance. In 2022, the Board of Directors ensures that Waskita has operated with adequate governance structures and soft-structures, in line with business transformation goals and the development of industrial dynamics going forward. As of December 31, 2022, Waskita has completed changes to the nomenclature of several directorates and updated internal regulations, which are expected to optimally support the effectiveness of the implementation of the duties and responsibilities of the organs within the corporate governance structure.

As of December 31, 2022, the Board of Directors ensures that Waskita has implemented GCG governance with clear and accountable inter-organ relations, and in accordance with applicable laws and regulations and the best standards in force.

Internal Control System

The Board of Directors understands that the internal control system is an important part of the overall GCG implementation mechanism. Based on this understanding, the Board of Directors and related staff developed and implemented an internal control system, and periodically ensure the completeness of the structure, control rules, and the adequacy of the auditors. The Board of Directors ensures that Waskita’s internal control system is a unified process, action and control activity that is carried out continuously, in order to achieve effectiveness and efficiency of the Company’s management.

Throughout 2022, Waskita has implemented an internal control system with reference to the standards of The Committee of Sponsoring Organizations of the Treadway Commission (COSO) Internal Control Framework. According to these standards, Waskita has implemented all control mechanisms, including 5 (five) main elements, namely control environment, risk assessment, control activities, information and communication, and monitoring. The Board of Directors ensures that the internal control system implemented in 2022 has been implemented in stages with the involvement of a number of organs in Waskita’s governance structure, including the Board of Commissioners, Board of Directors, Audit Committee, and Internal Audit.

The Internal Audit, under the supervision of the Board of Commissioners, periodically evaluates the effectiveness of the internal control system implemented by the Company. Regarding the evaluation carried out in 2022, Waskita has implemented an effective control system so far, with adequate completeness of organs, policies, and personnel.

Risk Management

The Board of Directors ensures that Waskita has implemented a risk management process based on ISO 31000:2018 and COSO – Enterprise Risk Management Framework throughout 2022. In line with this, Waskita through the Risk Management & PMO Division has implemented the management of company risk according to the maturity targets contained in the 2022- 2026 Risk Maturity Roadmap. The Board of Directors and related staff have ensured that Waskita’s risk management process has been implemented in its entirety, including risk identification, risk measurement and assessment, risk management, reporting and monitoring, to evaluating the implementation of risk management.

Referring to the implementation standards and the roadmap that has been prepared, Waskita’s risk management strategy for 2022 focused on the following matters:

1. Updating and implementing the Waskita Risk Management (WaRM) Application;
2. Updating risk management procedures;
3. Improving risk awareness culture;
4. Updating the Company’s risk limits;
5. Implementation of the project weighted risk score procedure;
6. Implementation of the Construction Risk Management Committee (KMRK) in mitigating marketing risks.

As of December 31, 2022, Waskita has implemented risk management effectively, supported by adequate structural and policy tools. Fundamentally, the effectiveness of Waskita’s risk management implementation can be seen through the measurement of maturity in 2022, with a group score of 3.25 and on a stand-alone basis at 3.16 out of a scale of 5.00, or an increase compared to the score in 2021 which was 3.50 out of a scale of 5 ,00.

Throughout 2022, Waskita has fulfilled responsible business practices through the Social and Environmental Responsibility (TJSL) and Micro Small Business Funding (PUMK) programs, through the existence of a special work unit, namely the Social & Environmental Responsibility Unit (SER Unit). The Board of Directors ensures that Waskita’s TJSL and PUMK programs have been carried out systematically, through a process of identifying and involving stakeholders, and has covered issues that have a significant impact, consisting of economic, social, and environmental aspects related to the Company’s operational activities.

Fundamentally, the Board of Directors ensures that the fulfillment of the Waskita TJSL and PUMK programs has been carried out with reference to Regulation of the Minister of State-Owned Enterprises (SOE) No. PER-05/MBU/04/2021 dated April 8, 2021 on SOE Social and Environmental Responsibility Programs.

As a form of distributing responsibility to stakeholders, in 2022, Waskita has realized PUMK program funds amounted to Rp4,465 million, or has fulfilled 97.07% of the 2022 RKA target. Meanwhile, the realization of the TJSL program for 2022 was Rp7,233.16 million or have fulfilled 96.44% of the 2022 RKA target.

Due to these changes, the composition of the Board of Directors as of December 31, 2022 consisted of 7 (seven) members, namely 1 (one) President Director and 6 (six) Directors, with the following composition:

Board of Directors Composition as of December 31, 2022

We hope that the synergy and hard work that has been provided until 2022 will be maintained in the coming years, as a joint effort to achieve strong and sustainable business growth. We are optimistic that Waskita will be able to contribute optimally as a trusted construction company, for the progress of Indonesia’s infrastructure development.