20240305_TBIG_Informasi Transaksi Afiliasi_31593370_lamp2.pdf

Unofficial English Translation

DEFINITION

Affiliation means:

a. family relationship by reason of marriage up to the second degree,
both horizontally and vertically, namely the relationship of a person
with:

1. Husband or wife:

2. Parents of the husband or wife and the husband or wife of
children:

3. Grandparents of the husband or wife and the husband or wife of
grandchildren:

4. Siblings of the husband or wife along with their husband or wife
of the sibling concerned, or

5. Husband or wife of the siblings of the person concerned.

b. Family relationship by reason of descent up to the second degree,
both horizontally and vertically, namely the relationship of a person
with:

1, Parents and children:
2. Grandparents and grandchildren: or
3. Siblings of the person concerned.

C. Relationship between a party and employees, directors, or
commissioners of said parties,

d. Relationship between 2 (two) or more companies in which there are
One or more members of the board of directors, management, board
of commissioners or supervisors who are the same,

e. Relationship between a company and a party, either directly or
indirectly, by any means whatsoever, controls or is controlled by the
company or party in guestion in determining the management
and/or policy of the company or party concerned,

f. Relationship between 2 (two) or more companies that are controlled,
either directly or indirectly, by any means whatsoever, in determining
the management and/or policy of the company by the same party, or

a. Relationship between a company and its substantial shareholder, i.e.
a party who directly or indirectly owns at least 20X (twenty percent)
of the shares with voting rights of the said company.

BDIA means Bersama Digital Infrastructure Asia Pte Ltd.

Conflict of Interest means the difference between the economic interests of a publicly listed
Company and the personal economic interests of the members of its
Board of Directors, members of its Board of Commissioners, its
substantial shareholders, or its controllers which may cause losses to it.

Subsidiary means any company whose financial statements are consolidated with
the Company which complies with the accounting standards applicable in
Indonesia.

PT Tower Bersama Infrastructure, Tbk .L
Gedung The Convergence Indonesia (TCI), Lantai 11

Kawasan Rasuna Epicentrum
Jl. H.R, Rasuna Said, fakarta Selatan 12940 ceamian
Telp : 162 21 2924 8900 ama

Fax 1462 21 2157 2015

He

Unofficial English Translation NN | - TOWER
Padu AMA
AN sroup

TBIG Group means the group of companies comprising TBIG and the companies
directly or indirectly controlled by TBIG.

OJK Financial Services Authority means an independent institution with
functions, duties, and authorities in regulatory, supervisory, examination,
and investigation as stipulated in Law No. 21 of 2011 on Financial Services
Authority, as amended by Law No. 4 of 2023 on Development and
Strengthening of the Financial Sector.

Service Agreement means Arcus Service Agreement made and signed by TBIG and BDIA on 1
March 2024.
Company or TBIG means PT Tower Bersama Infrastructure Tbk (formerly known as PT

Banyan Mas), domiciled in South Jakarta, a publicly listed company
established by virtue of the law of the Republic of Indonesia.

POJK No. 17/2020 means Financial Services Authority Regulation No. 17/POJK.04/2020
dated 21 April 2020 regarding Material Transactions and Change of
Business Activitles.

POJK No. 42/2020 means Financial Services Authority Regulation No. 42/POJK.04/2020
dated 2 July 2020 regarding Affiliated Transactions and Conflict of
Interest Transactions.

Transaction means provision services from BDIA to TBIG Group.

Affiliated Transaction means any activities and/or transactions that are carried out by a
publiciy listed company or its controlled company with its Affiliate or an
Affiliate of the members of its Board of Directors, members of its Board
of Commissioners, its substantial shareholders, or its controllers,
including any activities and/or transactions that are carried out by the
publicly listed company or its controlled company for the interests of its
Affiliate or an Affiliate of the members of its Board of Directors, members
of its Board of Commissioners, its substantial shareholders, or its

controllers.
Conflict of Interest means transactions that are carried out by a publicly listed company or its
Transaction controlled company with any party, either its Affiliate or npn-Affiliate that

contains a Conflict of Interest.

PT Tower Bersama Infrastructure, Tbk AN

Gedung The Convergence Indonesia (TCI), Lantai 11

Kawasan Rasuna Epicentrum TR
JI. H.R, Rasuna Said, Jakarta Selatan 12940 cameo || (|
Telp 116221 2924 8900 ant (Gt

Fax 1462 21 2457 2015

Unofficial English Translation NN t. TOWER
«, & BERSAMA
AN sroup

L INFORMATION ABOUT THE COMPANY

The Company was established by virtue of Deed of Establishment No. 14 dated 8 November 2004
No. 14 dated 8 November 2004 made before Notary Dewi Himijati Tandika, S.H, Notary in Jakarta,
and approved by the Minister of Law and Human Rights of the Republic of Indonesia ("MOLHR")
pursuant to Decree No. C-28415HT.01.01.TH.2004 dated 12 November 2004, registered at the
Company Registration Office of South Jakarta under No. 2564/BH.09.03/XII/2004 dated 14
December 2004 and announced in the State Gazette of the Republic of Indonesia No. 5 dated 18
January 2005, Supplement No. 616.

The Company's Articles of Association as contained in the Deed of Establishment have been
amended several times, most recentiy by the Deed of Statement of Meeting Resolutions on
Amendments to the Articles of Association No. 116 dated 23 May 2022, made before Jose Dima
Satria, S.H., M.Kn., Notary in South Jakarta ("Deed No. 116/2022”), which was approved by the
MOLHR pursuant to Decree No. AHU-0038668.AH.01.02.TAHUN 2022 dated June 8 2022 and
registered at the Company Registry under No. AHU-0106607.AH.01.11.TAHUN 2022 dated June 8
2022. Based on Deed No. 116/2022, the shareholders at the Company's GMS have approved, among
other things: the amendment to Article 3 of the Company's Articles of Association in order to align
and adjust with the 2020 Indonesian Business Sector Classifications.

Based on the provisions of Article 3 of the Company's Articles of Association, the Company's
objectives and purposes are to invest or participate in other companies engaged in
telecommunications support activities and business in the service sector, particularly
telecommunications support services. In order to achieve the above objectives and purposes, the
Company may carry out main business activities with respect to holding company activities and
other management consulting activities. To support these main business activities, the Company
may carry out supporting business activities, namely telecommunications central construction,
telecommunications installation and cable telecommunications activities.

Currently, the Company has carried out all business activities in accordance with Article 3 of the
Company's Articles of Association by investing or participating directly and indirectly in 21
Subsidiaries, which are engaged in providing telecommunications services, towers, fiber optic
networks, telecommunications work and investment.

Capital Structure and Shareholdering Composition
Based on the List of Company Shareholders as of 31 January 2024 issued by PT Datindo Entrycom as

the Securities Administration Bureau, the capital structure and shareholding composition of the
Company are as follows:

PT Tower Bersama Infrastructure, Tbk 7G

Gedung The Convergence Indonesia (TCI), Lantai 11

Kawasan Rasuna Epicentrum TRGA
Jl H.R. Rasuna Said, Jakarta Selatan 12940 CamPRo
Telp : 462 21 2924 8900 Pad

Fax 1462212157 2015

Unofficial English Translation NN PJ - TOWER
ku AMA
AN srovp

Description Nominal Value Rp20 per Share "
Number of Nominal Value (Rupiah) Masing

Authorized Capital 72,100,600,000 1,442,012,000,000

Issued and Paid Up Capital
Bersama Digital Infrastructure Asia Pte. Ltd. 18,067,840,623 361,356,812,460 79.821
PT Wahana Anugerah Sejahtera 2,098,321,840 41,966,436,300 9.271
Edwin Soeryadjaya 71,481,830 1,429,636,600 0.321
Hardi Wijaya Liong 68,359,905 1,367,198,100 0.301
Budianto Purwahjo 5,025,000 100,500,000 0.025
Herman Setya Budi 4,625,000 92,500,000 0.021
Helmy Yusman Santoso 3,125,000 62,500,000 0.015
Public (ownership less than 596) 2,317,759,547 46,355,190,940 10.242

22,636,538,745 452,730,774,900 100.001

Treasury Shares 20,460,700 409,214,000 -

Amount of Issued and Paid Up Capital 22,656,999,445 453,139,988,900 100.004

Remaining Shares in Partfolio 49,443,600,555 988,872,011,100

Composition of the Company's Board of Commissioners and Board of Directors

Based on Deed No. 116/2022, which has been notified to the MOLHR as evidenced by Receipt of
Notification of Data Changes No. AHU-AH.01.09-0019739 dated 8 June 2022 and registered at the
Company Registry No. AHU-0106607.AH.01.11.TAHUN 2022 dated June 8 2022, the composition of
Board of Directors and Board of Commissioners is as follows:

Board of Commissioners

President Commissioner : Edwin Soeryadjaya
Commissioner : Verena Lim

Independent Commissioner — : Ludovicus Sensi Wondabio
Independent Commissioner : Heri Sunaryadi

Board of Directors

President Director : Herman Setya Budi
Vice President Director : Hardi Wijaya Liong
Director : Budianto Purwahjo
Director : Helmy Yusman Santoso

PT Tower Bersama Infrastructure, Tbk

Gedung The Convergence Indonesia (TCI), Lantai 11 X

Kawasan Rasuna Epicentrum TRGA 8
Jl H.R. Rasuna Said, Jakarta Selatan 12940 Ka nd

Telp : 162212924 8900 aa

Fax 1462212157 2015

Unofficial English Translation NN CJ - TOWER
» BERSAMA
AN srour

Audit Committee

In accordance with OJK Regulation no. 55/POJK.04/2015 dated 29 December 2015 regarding the
Establishment and Work Performance Guide of an Audit Committee, the Company has established
an Audit Committee as stated in the Circular Resolutions of the Board of Commissioners dated 5
June 2020, with the following member composition:

Chairman : Ludovicus Sensi Wondabio
Member : Agung Nugroho Soedibyo
Member 1 Agustino Sunarko

Nomination and Remuneration Committee

In accordance with OJK Regulation no. 34/POJK.04/2014 dated 8 December 2014 regarding the
Nomination and Remuneration Committee for Issuers or Public Companies, the Company has
established a Nomination and Remuneration Committee as stated in the Circular Resolutions of the
Board of Commissioners dated 24 March 2023, with the following member composition:

Chairman : Heri Sunaryadi
Member : Lie Sie An
Member : Tajudin

Corporate Secretary

The Company has appointed a Corporate Secretary based on Directors' Decree 157/TBG-TBI-
001/FAL/01/VII/2010 dated 8 July 2010, and the appointment of the Corporate Secretary is in
accordance with OJK Regulation No. 35/POJK.04/2014 concerning Corporate Secretary of Issuers or
Public Companies. On the date of Information Disclosure, the Corporate Secretary is:
Name : Helmy Yusman Santoso
Office Address : The Convergence Indonesia, Lantai 11

Kawasan Rasuna Epicentrum

Jl. H.R, Rasuna Said

Jakarta Selatan 12940, Indonesia

Phone No. 162-21- 2924 8900
Fax No. : 62-21-2157 2015
Email 1 corporate.secretary@tower-bersama.com

Information on the Company's Subsidiaries

The Company has direct and indirect investment in 21 Subsidiary Companies, as follows:

PT Tower Bersama Infrastructure, Tbk AA

Gedung The Convergence Indonesia (TCI), Lantai 11 .

Kawasan Rasuna Epicentrum LRaA

JI H.R, Rasuna Said, Jakarta Selatan 12940 cg (| (2)
Telp 146221 2924 3900 aa ad

Fax : 462 212157 2015

Unofficial English Translation NI 4 - TOWER
» BERSAMA

Company Yearof Yearof Year of PAN Bi!

No. Name Business Activities” Domicile Company kcsahtishment Commercial veer Indirect
Investment Operation

1 PT Telenet Telecommunications South 2004 1999 1999 99,507 -
Internusa services, towers and Jakarta
(TI) telecammunications

work

2 PT United Telecommunications South 2005 2004 2004 99.905 0.1096 through
Towerindo services, towers and Jakarta TB
(“UT”) telecommunications

work

3. PT Batavia Telecommunications South 2005 2005 2006 - 89.905 through
Towerindo services, towers and Jakarta UT and 10.101
(“87”) telecommunications through TB

work

4. PT Tower Telecommunications South 2006 2006 2006 99.99 0.017 through
Bersama services, Jakarta To
(“TB”) telecommunications

consulting,
telecommunications
network development,
rental of
telecommunications
towers and eguipment,
and telecommunications
work.

5 PTTowerindo — Telecommunications South 2011 2009 2009 00216 99.984 through
Konvergensi — services, towersand Jakarta TB
(TK) telecommunications

work

6 PT Prima Telecommunications South 2009 2003 2003 0.015 99.994 through
Media Selaras services, towersand Jakarta TB
("PMS") telecommunications

work

. PTMitrayasa — Telecommunications South 2011 2004 2004 - 70.004 through
Sarana services, Jakarta TB and 30.007
Informasi telecommunications through SKP
(“Mitrayasa”) — consulting, construction

of telecommunications
facilities and
infrastructure and
telecommunications
work

8 PT Metric Investment company South 2010 2010 2010 98.745 1.696 through
Solusi Jakarta TB
Integrasi
msi”)

En PTSoluSindo — Telecommunications South 2010 1999 1999 - 99.711
Kreasi services, Jakarta through MSI
Pratama telecommunications
(“SKP”) consulting,

telecommunications
network development,
rental of
telecommunications
towers and eguipment,
and telecommunications
work

10.  PTTowerOne — Investment Company South 2007 2006 2006 99.201 -
(“TO”) Jakarta

11. PT Bali Telecommunications South 2008 2003 2003 00126 99.991
Telekom services, towers and Jakarta through TO
(“Balikom”) —— telecommunications

work

12. — PT Triaka Telecommunications South 2009 2009 2009 90.004: 10.0096 through
Bersama services, towers and Jakarta 78
(“Triaka”) telecommunications

work

13. PT Solusi Telecommunications South 2011 2011 2012 70.035 29.9796 through

Menara services, towers and Jakarta SKP
PT Tower Bersami N9NSiHucture, TBK “Communications th
Gedung The Convergence Indonesia (TCI), Lantai LL —
Kawasan Rasuna Epicentrum LRGA
Jl. H.R. Rasuna Said, Jakarta Selatan 12940 Ts
Telp : 46221 2924 8900 uDam

Fax 1462 212157 2015

Unofficial English Translation NN 'J TOWER

-
» BERSAMA
pa ROU P
Yearof Year of wndrship
Company Year of
No. Name Business Activities!" Domicile Company Establishment Commercial Direet Indireet
: Investment Operation
("SMP") work
14. TBG Global Investment Company — Singapore 2013 2013 2013 100,001 -
Pte. Ltd.
(“TBGG")

15, PT Menara Investment Company South 2013 2013 Notyetin — 99.994 — 0.014 through
Bersama Jakarta operation TB
Terpadu
(“MET”)

16. PT Jaringan Telecommunications Central 2016 2015 2016 0.0836 83.365 through
Pintar eguipment maintenance Jakarta TB
Indonesia services and
(P1) telecommunications

consulting

17, PT Gihon Telecommunicatian West Jakarta 2018 2001 2001 50.437 “
Telekomun- — support services
kasi Indonesia
Tbk ("GHON")

18. PT Visi Telecommunications South 2018 1995 1995 51.092 -
Telekomuni- Infrastructure services, — Jakarta
kasi investing or participating
Infrastruktur in other companies
Tbk ("GOLD") — engagedin

telecommunications
support activities, and
telecommunications
support services

19. PT Permata Telecommunications South 2018 2013 2013 - 99.994 through
Karya Perdana — towerand eguipment Jakarta GOLD
(“PKP”) rental services

20. PT Unicom Fiber optic network WestJakarta — 2022 2020 2021 - 80.056 through
Muda Utama — rentalservices u
("unicom”)

21, PT Global Fiber optic network South 2023 2018 2021 - 70.008 through
Patra rental services Tangerang GHON
Sinertama
("Gps")

Kota

(Ap business activities actualy carried out by each Subsidiary Company

Summary of Company Financial Data

The Consolidated Financial Statements of the Company for the nine-month period ended
30 September 2023 have been reviewed by the Public Accounting Firm Tanubrata Sutanto Fahmi
Bambang & Partners based on the Review Engagement Standard 2410 "Review of Interim Financial
Information Performed by the Independent Auditor of the Entity" ("SPR 2410"), as stated in the
independent auditor's report No. 185/7.T053/WSB.1/09.23 dated 28 November 2023, signed by
E. Wisnu Susilo Broto, S.E., Ak., M.Ak., CPA, CA.

Summary of the Company's consolidated financial statements is as follows:

PT Tower Bersama Infrastructure, Tbk aa
Gedung The Convergence Indonesia (TCI), Lantai 11 4
Kawasan Rasuna Epicentrum LRGA
Jl. H.R, Rasuna Said, Jakarta Selatan 12940 segan

13

Fax 1462 212157 2015

Unofficial English Translation NN KJ - TOWER
PX AMA
AN sroup

Consolidated Statement of Financial Position

(in milllon Rupiah)
30 September 31 December
20234 2022 2021
Total Asset 43,760,094 43,139,968 1,870,435
Total Liabilities 32,474,820 32,219,585 32,081,197
Total Eguity 11,285,274 10,920,383 9,789,238
Note: "
(1) reviewed
Consolidated Statement of Profit or Loss and Other Comprehensive Income
(in million Rupiah)
Period of 9 (nine) months ended Yearended
30 September 31 Desember
2023 20221 2022 2021
Revenue 4,952,837 4,921,973 6,524,369 6,179,584
Gross Profit 3,582,534 3,510,219 8,741,044 4,706,804
Income from Operations 3,205,422 3,166,845 4,282,471 4,305,915
Income before Final Tax and Income Tax 1,695,251 1,759,701 2,405,199 2,220,471
Income before Income Tax 1,254,515 1,409,791 1,911,766 1,935,964
Net Profit for Current Period / Year 1,164,927 1,258,605 1,689,441 1,601,353
Tota Comprehensive Income for the Current Period /
Year 418,933 1,016,356 (551,194) 1,362,365
Basic Earnings Per Share Attributable to
The Eguity Holder of Parent Company
(full amount) 49.54 55.02 73.44 7.25
Note:
(1) reviewed

(2) not oudited or reviewed

PT Tower Bersama Infrastructure, Tbk an

Gedung The Convergence Indonesia (TC), Lantai 11 ta

S

Kawasan Rasuna Epicentrum TROA 8
JI. H.R. Rasuna Said, Jakarta Selatan 12940 copme || GO
Telp :462 21 2924 3900 23 sid
Fax 1462 21 2157 2015

Unofficial English Translation NN 'J TOWER

-

»”  « BERSAMA

". INTRODUCTION / UP

This Disclosure of Information is conveyed to the shareholders of the Company to comply with
Article 4 paragraph (3) letter a of POJK No. 42/2020, which reguires the Company to disclose
information regarding an Affiliated Transaction conducted by the Company, whereby the Company
must announce the Affiliated Transaction to the public and submit the Information Disclosure
documents to the OJK no later than 2 (two) working days after the date of the Affiliated Transaction.

The Disclosure of Information contains information related to the Transaction, categorized as an
Affiliated Transaction, in the form of services provided by BDIA to the TBIG Group as set out in the
Service Agreement.

PT Tower Bersama Infrastructure, Tbk

Gedung The Convergence Indonesia (TCI), Lantai 11
Kawasan Rasuna Epicentrum

Jl. H.R. Rasuna Said, Jakarta Selatan 12940

Telp : 462 21 2924 8900

Fax 1462 21 2157 2015

Unofficial English Translation NN PJ - TOWER
atu AMA
AN sroup

1". BRIEF DESCRIPTION OF THE TRANSACTION

1. Object/ Background of the Transaction

TBIG and BDIA already signed the Service Agreement on 1 March 2024. Under the Service Agreement,

the transaction object is the provision of management services by BDIA to the TBIG Group, which

includes:

- financing advisory service with respect to: IDR loan/bonds, foreign currency credit facility and
bonds, fong-term financing strategy plans, loan hedging:

- merger & acguisition advisory service in relation to assets or shares acguisition,

- services related to investor relation/eguity marketing:

- business strategy service with respect to: business strategy, operational oversight, general
corporate finance execution, laws and economics regulations:

-  eguity advisory service in relation to treasury shares,

" credit advisory service in relation to credit rating:

- risk management advisory service:

-  advisory service on Environmental, Social & Governance (ESG).

2. Transaction Value

TBIG's payment obligation to BDIA for service fees in the Transaction will not exceed USD60,000,000
(sixty million United States Dollars) or based on the Bank Indonesia middle exchange rate on 30
September 2023, which is Rp 15,526 (fifteen thousand five hundred twenty-six Rupiah), eguivalent
to Rp931,560,000,000 (nine hundred thirty-one billion five hundred sixty million Rupiah). This
payment value reaches 8.346 (eight point three percent) of the Company's eguity amount - based on
the financial statements as of 30 September 2023, reviewed by the Public Accounting Firm
Tanubrata Sutanto Fahmi Bambang & Partners based on SPR 2410, as stated in independent
auditor's report No. 185/7.T053/WSB.1/09.23 dated 28 November 2023, signed by E. Wisnu Susilo
Broto, S.E., Ak., M.Ak., CPA, CA - which is recorded at Rp 11,285,274,000,000 (eleven triilion two
hundred eighty-five billion two hundred seventy-four million Rupiah).

Because the payment value for the Transaction does not reach 2046 (twenty percent) of the
Company's eguity value as explained above, the Transaction is nct considered as a Material
Transaction under Article 3 paragraph (1) of POJK No. 17/2020.

3. Parties Involved in the Transaction
a) Company

Information regarding the Company or TBIG can be found in Chapter I: INFORMATION
ABOUT THE COMPANY.

b) Bersama Digital Infrastructure Asia Pte Ltd

PT Tower Bersama Infrastructure, Tbk z 4g

Gedung The Convergence Indonesia (TCI), Lantai 11
Kawasan Rasuna Epicentrum

JI. H.R, Rasuna Said, Jakarta Selatan 12940

Telp 1462 21 2924 8900

Fax 1462 212157 2015

1
£

Unofficial English Translation NN PI - TOWER
“BERSAMA
AN sroup

a. Brief History
BDIA, domiciled in Singapore, was established on 11 February 2022 as Provident Digital
Infrastructure Pte. Ltd. before changing its name to Provident Consolidated Holdings
Pte. Ltd. on 4 March 2022. Provident Consolidated Holdings Pte. Ltd. then changed its
name to Bersama Digital Infrastructure Pte. Ltd. on 27 April 2022.

b. Business Activities

Based on the Business Profile issued by the Accounting and Corporate Regulatory
Authority ("ACRA") of Singapore on 23 January 2024, the main business activities of
BDIA are as a holding company and management consulting services.

BDIA is headguartered at 80 Raffles Place #54-01/02, UOB Plaza 1, Singapore.
C. Capital Structure and Shareholdering Composition

Based an the ACRA dated 23 January 2024, the capital structure and shareholding
composition of BDIA is as follows:

Description Number of shares — Total Nominal Value (USD) 2

Lynwood Hills Investment Solution Pte. Ltd, 1,111,612,489 1,107,450,269,02 27.91
Perean Holdings Pte. Ltd, 733,717,232 732,043,393,16 18.1
Pujung Investments Pte.Ltd, 273,777,689 274,047,015,73 6.91
Kosambi Holdings Pte. Ltd, 314,450,199 311,587,702,81 7.91
Sudirman Agung Pte. Ltd, 117,333,296 116,376,129,96 2.91
MAIF3 Investments Indonesia 2 Pte. Ltd, 1,434,143,824 1,404,308,257,34 36.01
Total 3,985,034,729 3,902,133,849,54 100.04

d. Management and Supervision
Based on the ACRA dated 23 January 2024, the Board of Directars of BDIA is as follows:

Director : Gavin Arnold Caudle
Director: | Winato Kartono

Director : Hari Gurung

Director: Michael William Soeryadjaya
Director: Verena Lim

4. Nature of Affiliated Relationship

Regarding the nature of the affiliated relationship between the Company and BDIA, BDIA is the
controlling shareholder and substantial shareholder of the Company. Additionally, Verena Lim, who
isa commissioner of the Company, also serves as a director at BDIA.

PT Tower Bersama Infrastructure, Tbk an h

Gedung The Convergence Indonesia (TCI), Lantai 11

Kawasan Rasuna Epicentrum TRGA
Jl. H.R. Rasuna Said, Jakarta Selatan 12940 ceng
Telp 1462212924 8900 ama

Fax 1162 21 2157 2015

Unofficial English Translation NN PI - TOWER

" BERSAMA
/ N Group
5. Summary of Transaction Agreement
Service Agreement
Parties:
1. TBIG

2. BDIA as “Service Provider”

Scope:

The Service Provider has agreed to provide services to the TBIG Group. Details regarding the
types of services provided can be found in Section 1 of Chapter III: BRIEF DESCRIPTION OF
THE TRANSACTION."

Period of Service:
Up to 10 (ten) years from 1 March 2024 and such period may be terminated earlier or
extended based on a written agreement by the parties,

Service Fees:
Not exceeding USD 60,000,000 (sixty million United States Dollars).

Termination:

!f the following events occur in connection with a party (defaulting party):

(a) Failure by the party to make payment which remains unpaid for more than 30 days after
a notice of payment reguest:

(b) The party commits a material breach of the terms of the Service Agreement and such
breach remains unremedied for more than 30 days after being notified to remedy the
breach: or

(c) The party becomes Insolvent under the Service Agreement,

the other party may, upon notice to the defaulting party, terminate the Service Agreement.

Governing Law:
Singapore Law

Dispute Resolution:
Singapore International Arbitration Centre (SIAC)

PT Tower Bersama Infrastructure, Tbk NN

Gedung The Convergence Indonesia (TCI), Lantai 1

Kawasan Rasuna Epicentrum LRGA 8
Jl. H.R. Rasuna Said, Jakarta Selatan 12940 segan || (9
Telp : 462 21 2924 8900 ma | aga

Fax :462 212157 2015

Unofficia! English Translation S t TOWER

“ BERSAMA
“) V Group
v. PROFORMA OF THE IMPACT OF THE TRANSACTION ON THE COMPANY'S FINANCIAL
CONDITION
The impact of the transaction on the Company's financial condition is as follows:
PT TOWER BERSAMA INFRASTRUCTURE TBK and Its Subsidiarles
Statement of Financial Position (In millon Rupiah)
Before After
transaction . transactlon
30 SEPT - Adiuslment — SEpT
2023 2023
ASSETS
CURRENT ASSETS
Cash and cash eguivalents 801,649 (165,780) 835,869
Trade receivables - third parties 478,332 478,332
Other receivables 49,058 49,058
Accrued revenue 759,291 759,291
Inventories and supplies 541,887 541,887
Advance paymenis and prepaid expensas 90,287 90,287
Prepaid taxes 1,097,851 1,097,851
Total Curront Assots 3,818,385 (465,780) 3,352,575
NON-CURRENT ASSETS
Property and eguipment 34.476,302 34,476,302
Investment properties - fair value 468,612 468,612
Right of use assets 3,830,743 21830,743
Uang jaminan 1,141 1441
Retundabie deposits 692,006 692.006
Goodwil 390,368 390,368
Other non-curtent assets 82,567 82.567
Total Non-Current Assets 39,941,739 39,941,739
TOTAL ASSETS Aazenong (465,780) 43,204,314
LIABILITIES AND EGUITY
CURRENT LIABILITIES
Trade payabtes - third parties 85,889 465,780 551,669
Otner payables 9,562 0,562
Taxes payable 92,251 92,251
Unearned income 1,521,470 1,521,470
Accrued expenses 1,167,189 1,167,189
Lease liabilitias - current portion 130,969 180,969
Notes - current portion 5,905,911 5,905,911
Long-term Loans - current portion -
Third partes 2,517,281 2,517,281
Total Current Liabilities 1,480,522 — 465,780 1,946,302
NON-CURRENT LIABILITIES
Lease liabilities - non-current porlion 537,031 537,031
Notes - net of current portion 17,973,149 17,973, 149
Long-tarm loan - net of current portion -
Third parties 2,368,631 2,368,631
Long-term provision 93,094 93,094
Provision for post-employment benefits 03 22.393
Total Non-Current Liabilitios 20,994,298 - 20,994,208
Total Liabilities 32474820 465,780 32,940,600
E@UITY
Share capital 453,140 458,140
Treasury shares (1,015) (41,015)
“Additional paid-in capital - net 1,608,572 1,608,572
Other comprehensive Income 3,521,744 3,521,744
Retained earnings -
Statutory reserves 63,600 63,600
Unappropriated 5,041,893 (931.660) 4,110,333
Total eguity attributable to
eguity holder of the parent company 10,647,934 9,716,374
PT Tower Bersampdpfeesirusimkgirakest 637,340 637,340 Pn 4:
Gedung The Conuggganegungonesia (TCI), Lantai 11 n 4 2 10353.rt4 -
KEL Rana sa Ta BEAN FOUTY daganooa — 45780 sar0nsta Ha Aa
Telp : 46221 2924 8900 Ea ea

Fax :462 212157 2015

Unofficial English Translation NN « - TOWER
» « BERSAMA
AN srour

V. EXPLANATIONS, CONSIDERATIONS, AND REASONS FOR THE AFFILIATED TRANSACTION
COMPARED WITH OTHER SIMILAR TRANSACTIONS THAT ARE NOT PERFORMED WITH
AFFILIATED PARTIES

The Company obtains additional flow of information that can assist Management in its decision-
making, considering BDIA has a network of international institutions that possess the necessary
sources of information. With BDIA's international network, the Company has a more reliable
international marketing team, both for loan and long-term debt and eguity.

The Company currently begins to have several competitors that are also actively engaging in
corporate actions similar to the Company's business development activities, with respect to the
acguisition of other telecommunications tower provider companies, digital telecommunications
Infrastructure companies or public offerings of debt and eguity for business development purposes.
Under these conditions, obtaining support from Expert Advisors who can assist in conducting studies
and strategic guidance in business policies will greatly assist the Company's Management in its
decision-making and more precise business strategies including supervision related to the
implementation of applied strategies.

Having cooperation with internationally acclaimed Expert Advisors, the Company has the potential
to obtain more efficient sources of funding, compared to the normative/generai process that has
been carried out for every loan issuance, debt issuance, and other capitalization.

In addition, the Company has the potential to have a more efficient loan structure, because each
financing plan has been evaluated and studied in advance by the Company's Management and
Expert Advisors.

PT Tower Bersama Infrastructure, Tbk — 9

Gedung The Convergence Indonesia (TCI), Lantai 11

Kawasan Rasuna Epicentrum Iron &
JI H.R, Rasuna Said, Jakarta Selatan 12940 eta || (9
Telp :462 212924 3900 Jala Sa
Fax 1162 212157 2015

Unofficial English Translation NN CJ - TOWER
“5, BERSAMA

VI. SUMMARY OF THE APPRAISER REPORT ,

Kantor Jasa Penilai Publik Iskandar and Partners has obtained a business license from the Minister of
Finance based on its decision letter No. 772/KM.1/2013 dated November 12, 2013, and has been
registered with the Financial Services Authority (OJK) based on Letter No. S-774/PM.25/2013 dated
November 27, 2013, with a Certificate of Registered Profession Supporting the Capital Market, which
has been re-registered with No. STTD.PPB-43/PJ-1/PM.02/2023 dated July 6, 2023, as a
Property/Asset and Business Appraiser in the Capital Market,

Appraisal's Identity
KANTOR JASA PENILAI PUBLIK ISKANDAR DAN REKAN
Business License No.: 772/KM.1/2013
Graha IDR, Komplek Rukan Malaka Country Estate, Jalan Malaka
Merah II No, 5- 6-7, Jakarta 13460, Indonesia
(462-21) 86611148-49
iskandardanrekan.com

The company has appointed KJPP ISKANDAR AND REKAN (IDR) as the Appraiser in accordance with
Assignment Letter No. 018.3/IDR/DO.2/Pr-FO/I/2024 dated January 25, 2024, to provide an Opinion
on the Fairness of the Transaction Plan for the Receipt of Management Services from Bersama
Digital Infrastructure Asia Pte. Ltd. by PT Tower Bersama Infrastructure Tbk.
1. APPRAISAL SUMMARY ON THE TRANSACTION OBJECT
The summary of the Opinion on the Fairness of the Transaction Plan for the Receipt of
Management Services from Bersama Digital Infrastructure Asia Pte. Ltd. by PT Tower Bersama
Infrastructure Tbk  contained in Fairness Opinion Report No. 00086/2.0118-
00/BS/05/0596/1/111/2024 dated 1 March 2024 is as follows:
1.1 Identity of the Parties
The parties involved in the transaction are TBIG as the recipient/user of services and BDIA
as the provider of management services.

12 Appraisal Object

The appraisal object is the transaction plan for the receipt of management services from
BDIA by TBIG.

1.3 Cut Off Date
The valuation date of September 30, 2023, is determined based on the company's financial
statements ending on September 30, 2023, which have been reviewed by the Public
Accounting Firm (KAP) Tanubrata Sutanto Fahmi Bambang & Partners and signed by the
Public Accountant E. Wisnu Susilo Broto registered with the OJK.

1.4 Appraisal Objective and Purpose

The purpose of this assignment is to provide an independent assessment of the fairness
opinion regarding the Transaction Plan with the objective of executing the transaction.

PT Tower Bersama Infrastructure, Tbk - ta

Gedung The Convergence Indonesia (TCI), Lantai 11

Kawasan Rasuna Epicentrum TROA

JI H.R. Rasuna Said, Jakarta Selatan 12940 gg TA
Telp :462 21 2924 3900 BA kei
Fax 146221 2157 2015

Unofficial English Translation NN Pi -. TOWER
»  « BERSAMA
/ N Group

1.5  Assumptions and limitations

# This Assessment Report is a non-disclaimer opinion.

# The appraiser reviews the legal status of the documents used in the appraisal
process.

# Data and information are sourced from reliable sources with accuracy.

# Financial projections used are adjusted financial projections that reflect the
reasonableness of the financial projections made by management with its
achievable capability (fiduciary duty), if the assessment uses financial projections.

# The appraiser is responsible for the implementation of the assessment and the
reasonableness of the financial projections.

e# This Assessment Report is open to the public except for confidential information
that may affect company operations.

# The appraiser is responsible for the Assessment Report and the final value
conclusions.

# The appraiser obtains information on the legal status of the Assessment Object from
the client.

#  Assumptions and other limiting conditions are disclosed in the report.

1.6 Approach and appraisal method
In accordance with the scope of the assessment, the approaches and methods used are:
a. Carry out transaction analysis.
Carry out gualitative analysis on the Transaction.
Carry out guantitative analysis on the Transaction.
Carry out fairness analysis on the Transaction value.
Carry out analysis on other relevant factors.

»p 208

17  Fairness opinion on the Transaction

The transaction object is the receipt of management services from BDIA by TBIG at a cost
of USD 60,000,000 for a period of 10 years or eguivalent to IDR 931,560,000,000 (BI mid-
rate per September 29, 2023, USD 1 - IDR 15,526, source: www.bi.go.id). The receipt of
management services from BDIA by the Company is carried out to obtain professional
expertise to assist the Company in conducting strategic studies and directions in business
policies that help the Company's management in making more accurate decisions and
business strategies, including supervision related to the implementation of applied
strategies. The fairness of the transaction object value is calculated based on the feasibility
analysis of the Company's use of management services. Based on the feasibility analysis of
the transaction object, it results in an IRR greater than the eguity cost and NPV greater
than zero, thus concluding that the planned Transaction value plan is fair.

The analysis of the financial impact of the planned transaction on the interests of the
shareholders concludes that with the transaction, cost savings can be achieved, which can
increase profits and profitability, thereby providing added value to the Company in line
with the interests of the shareholders.

PT Tower Bersama Infrastructure, Tbk z Li
Gedung The Convergence Indonesia (TCI), Lantai 11 :
Kawasan Rasuna Epicentrum Tn
IL H.R. Rasuna Said, Jakarta Selatan 12940 ad
Telp :462 21 7924 8900
Fax 1462 21 2157 2015

|
FE:
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Unofficial English Translation NN (J - TOWER
»”  « BERSAMA

The analysis of the business considerations by management regarding t! Ne GRO P
impact on the interests of the shareholders concludes that the Company has the potential

to obtain more efficient funding sources compared to the normative/general process that

has been carried out for each loan acguisition, debt issuance, and other capitalizations.

With BDIA's international network, the Company has a more reliable international
marketing team, both for loan and long-term debt and eguity issuance, in line with the
interests of the shareholders.

Based on the conctusions of the above analysis, we are of the opinion that the transaction
plan is fair.

PT Tower Bersama Infrastructure, Tbk

Gedung The Convergence indonesia (TCI), Lantai 11
Kawasan Rasuna Epicentrum

Jl, H.R. Rasuna Said, Jakarta Selatan 12940

Telp : 462 21 2924 8900

Fax 1162 21 2157 2015

Unofficial English Translation NN t TOWER

BERSAMA
“) N GROUP

VI. STATEMENT OF BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS

The Company's Board of Commissioners and Directors, either severally or jointly, declares that all
material information relating to the Transaction has been disclosed and the information is not
misleading and the Transaction is not a Conflict of Interest Transaction as referred in POJK No.
42/2020 and is not a material transaction as referred in POJK No. 17/2020 considering that the
Transaction's value does not reach 2096 of the Company's eguity value based on the Company's
Consolidated Financial Report as of 30 September 2023 which was reviewed by the Public
Accounting Firm Tanubrata Sutanto Fahmi Bambang & Partners.

The Company's Board of Directors declares that the Transaction was carried out in accordance with
the Company's procedures as reguired by POJK No. 42/2020 to ensure that the Affiliated transaction
was carried out in accordance with generally accepted business practices.

The statements in the Dislcosure of Information does not contain statements or information or facts
that are false or misleading, and the Disclosure of Information contains all material information or
facts necessary for investors to make decisions in relation to the Transaction.

PT Tower Bersama Infrastructure, Tbk ra

Gedung The Convergence Indonesia (TCI), Lantai 11

Kawasan Rasuna Epicentrum LRGA
Jl. H.R. Rasuna Said, lakarta Selatan 12940 Gia IA
Telp 1 46221 2924 8900 Ed

Fax 1462 21 2157 2015

Unofficial English Translation NN tj - TOWER
«'  » BERSAMA
TA GROUP

VII. ADDITIONAL INFORMATION

For further information regarding the above matters, you can contact the Company during office
hours at the following address:

Corporate Secretary
PT. TOWER BERSAMA INFRASTUCTURE Tbk.
The Convergence Indonesia, Lantai 11
Kawasan Rasuna Epicentrum
Jl. H.R. Rasuna Said
Jakarta Selatan 12940, Indonesia
Telp. 62-21- 2924 8900
Fax. 62-21-2157 2015
www.tower-bersama.com

Email: corporate.secretary@tower-bersama.com

PT Tower Bersama Infrastructure, Tbk
Gedung The Convergence Indonesia (TCI), Lantal 11

Kawasan Rasuna Epicentrum LROA
JI. H.R, Rasuna Said, Jakarta Selatan 12940 are? (9!
Telp 1462 21 2924 8900 Bin (le

Fax 1462 21 2157 2015