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AMENDMENT AND/OR ADDITIONAL DISCLOSURE OF INFORMATION TO SHAREHOLDERS
("ADDITIONAL DISCLOSURE OF INFORMATION")
THIS INFORMATION DISCLOSURE HAS BEEN PREPARED IN CONNECTION WITH THE PLAN TO CHANGE THE STATUS OF THE COMPANY FROM
A PUBLIC COMPANY TO A PRIVATE COMPANY, INCLUDING THE PLAN TO DELIST THE COMPANY'S SHARES FROM THE INDONESIA STOCK
EXCHANGE ("GO PRIVATE AND DELISTING PLAN"). THIS INFORMATION DISCLOSURE IS VERY IMPORTANT AND SHOULD BE CAREFULLY
CONSIDERED BY THE COMPANY'S SHAREHOLDERS.
IN ORDER TO ENSURE THAT THE INTERESTS OF PUBLIC SHAREHOLDERS REMAIN PROTECTED, THE GO PRIVATE PLAN WILL BE CARRIED OUT
IN ACCORDANCE WITH FINANCIAL SERVICES AUTHORITY REGULATION ("POJK") NO. 45/POJK.04/2024 DATED DECEMBER 27, 2024
REGARDING THE DEVELOPMENT AND STRENGTHENING OF ISSUERS AND PUBLIC COMPANIES AS WELL AS REGULATION NO. I-N
CONCERNING DELISTING AND RELISTING AS SET OUT IN THE ATTACHMENT TO THE DECREE OF THE BOARD OF DIRECTORS OF THE
INDONESIA STOCK EXCHANGE ("IDX") NO. KEP-0054/BEI/05-2024 DATED 6 MAY 2024.
PT Indointernet Tbk
Line of Business
Internet Service Provider, Wired Telecommunications, Holding Company, Hosting Services, Computer Consulting and
Other Computer Facilities Management Services
Domiciled in South Tangerang, Indonesia
Address
Jalan Rempoa Raya No. 11
East Ciputat, South Tangerang, Banten Province,
Indonesia, 15412
Phone: (+62)2173882525
WhatsApp: (+62) 2127555222
Website: www.indonet.co.id; Email: corporate.secretary@indonet.id
THIS DOCUMENT CONTAINS INFORMATION FOR SHAREHOLDERS REGARDING THE COMPANY’S PLAN TO:
(i) CHANGE THE STATUS OF THE COMPANY FROM A PUBLIC COMPANY TO A PRIVATE COMPANY (INCLUDING
DELISTING THE COMPANY’S SHARES FROM THE IDX); AND
(ii) AMEND THE COMPANY’S ARTICLE OF ASSOCIATION.
Announcement on the Extraordinary General Meeting of Shareholders (“EGMS”) and the Disclosure of Information to
Shareholders was published on 16 March 2026 on the IDX, the Indonesian Central Securities Depository (“KSEI”), and the
Company website, as well as in two national newspapers (Harian Terbit and Link Bisnis). This Additional Disclosure of
Information is published on 20 April 2026 on the IDX, KSEI, and the Company website, and also in two national newspapers
(Harian Terbit and Link Bisnis). The notice of the EGMS has been published on 31 March 2026 on the IDX, KSEI, and the
Company website. The EGMS will be held on 22 April 2026 from 11:00 AM to 12:00 PM Western Indonesian Time, at
La’Seine Hall, Cyber 2 Tower, 17th Floor, Jalan H.R. Rasuna Said Block X-5, Kuningan, Setiabudi, South Jakarta. The Company
will also conduct the EGMS electronically through the KSEI Electronic General Meeting System (eASY.KSEI) in accordance
with the Financial Services Authority (“OJK”) Regulation No. 14 of 2025 concerning the Implementation of Electronic
General Meetings of Shareholders, Bondholders, and Sukuk Holders (“POJK 14/2025”).
If you are unable to attend the EGMS, you are encouraged to sign and return the power of attorney form, which can be
obtained from the Company’s website (www.indonet.co.id) and the Company’s Share Registrar via email at opr@adimitra-
jk.co.id, and submit it to the Company via email at or to the Company’s Share Registrar. The original power of attorney
form must be received by the Company no later than 3 (three) Business Days prior to the date of the EGMS, which is on
Friday, 17 April 2026, at the office of the Company’s Share Registrar, PT Adimitra Jasa Korpora, domiciled in Jakarta and
located at Jl. Kirana Avenue III Blok F3 No. 5, Kelapa Gading, North Jakarta, 14250. Shareholders may also grant their
proxy electronically through the KSEI Electronic General Meeting System (eASY.KSEI) via the link https://akses.ksei.co.id/
provided by KSEI as an electronic proxy mechanism in the EGMS process, no later than 1 (one) Business Day prior to the
EGMS date, which is on Tuesday, 21 April 2026 at 4:00 PM Western Indonesian Time.
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In the event of any doubt regarding any aspect of this Additional Disclosure of Information or regarding the action you
should take, then you may consult with your securities dealer’s intermediary representative or your registered securities
company’s representative, investment manager, legal advisor, accountant or other professional advisor.
THE COMPANY'S BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS, EITHER INDIVIDUALLY OR JOINTLY ARE FULLY
RESPONSIBLE FOR THE TRUTH AND COMPLETENESS OF THE INFORMATION DISCLOSED IN THIS ADDITIONAL DISCLOSURE
OF INFORMATION, AND AFTER CAREFUL STUDY, AFFIRM THAT, TO THE BEST OF THEIR KNOWLEDGE AND BELIEF, NO OTHER
MATERIAL AND RELATED FACTS HAVE NOT BEEN DISCLOSED OR OMITTED THAT WOULD CAUSE THE INFORMATION
PROVIDED IN THIS ADDITIONAL DISCLOSURE OF INFORMATION TO BE FALSE AND/OR MISLEADING.
This Amendment and/or Additional Disclosure of Information to Shareholders was published in Jakarta on 20 April
2026
Board of Directors
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I. DEFINITION
In this Additional Disclosure of Information, unless the context of the sentence requires
otherwise, the phrases in this section have the following meanings:
Affiliation as defined under Law No. 4 of 2023 on the Development and Strengthening of
the Financial Sector refers to:
a. family relationships by marriage up to the second degree, both horizontally and
vertically, which is the relationship of a person with:
1. their spouse;
2. the parents of their spouse and the spouses of their children;
3. the grandparents of their spouse and the spouses of their grandchildren;
4. the siblings of their spouse and the spouses of such siblings; or
5. the spouse and siblings of the relevant person.
b. family relationships by bloodline up to the second degree, both horizontally and
vertically, which is the relationship of a person with:
1. their parents and children;
2. their grandparents and grandchildren; or
3. their siblings.
c. a relationship between a party and its employees, directors, or commissioners;
d. a relationship between two or more companies in which one or more members of
the board of directors, management, board of commissioners, or supervisory
board are the same;
e. a relationship between a company and a party, whether directly or indirectly, by
any means, where one controls or is controlled by the other in determining the
management and/or policies of the company or such party;
f. a relationship between two or more companies that are controlled, directly or
indirectly, by the same party in determining the management and/or policies of
such companies; atau
g. a relationship between a company and its principal shareholder, being a party that
directly or indirectly owns at least 20% (twenty percent) of the voting shares of the
company.
Articles of Association means the Articles of Association of the Company as of the date of
the Additional Disclosure of Information, as set out in Deed No. 57 dated 23 March 1994,
drawn up before Soekami, S.H., Notary in Jakarta, which has obtained ratification from the
MOL based on Decree No. C2-10.436.HT.01.01.TH.94 dated July 7, 1994, which has been
registered at the Office of the East Jakarta District Court under No. 472/Leg/1994 dated 2
September 1994, and published in the State Gazette of the Republic of Indonesia No. 91,
Supplement No. 9173 dated 15 November 1994, as most recently amended by Deed No.
118 dated 25 October 2023 drawn up before Jose Dima Satria, S.H., M.Kn., Notary in
Jakarta, which has been notified to the Minister of Law and Human Rights and
acknowledged pursuant to Letter of Receipt of Notification of Amendment to the Articles
of Association No. AHU-AH.01.03-0133426 dated 26 October 2023, registered in the
Company Register under No. AHU-0213972.AH.01.11.TH.2023 dated 26 October 2023, and
recorded in the legal entity administration system..
BEI or IDX means PT Indonesia Stock Exchange.
Board of Commissioners means the Board of Commissioners of the Company.
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Business Day(s) means Monday to Friday, except for national holidays set by the
government of the Republic of Indonesia or ordinary working days set by the government
of the Republic of Indonesia as holidays and where banks operate to carry out their line of
business in Indonesia.
Company means PT Indointernet Tbk, a public limited company whose shares are listed
on the IDX, established based on and subject to the laws of the Republic of Indonesia, and
domiciled in South Tangerang, Indonesia.
Controller means any Party who, directly or indirectly:
a. owns more than 50% (fifty percent) of the total issued and fully paid-up shares
with voting rights in a Public Company; or
b. has the ability to determine, directly or indirectly, in any manner whatsoever, the
management and/or policies of the Public Company.
Delisting means the removal of securities from the list of securities listed on the IDX in
accordance with BEI Regulation No. I-N.
Disclosure of Information to Shareholders means the Disclosure of Information addressed
to the Company’s Shareholders, which was first published on 16 March 2026, and any
amendments thereto (if any).
Directors means the Company's Directors.
EGMS means Extraordinary General Meeting of Shareholders
Go Private and Delisting Plan means the plan to change the Company's status from a public
company to a public company including a delisting plan.
IDR means the current legal currency of the Republic of Indonesia.
IDX Regulation No. I-N means Regulation No. I-N concerning Delisting and Relisting in the
Attachment to the Decree of the IDX Board of Directors No. Kep-0054/BEI/05-2024 dated
6 May 2024.
EGMS or Meeting means the Company's Extraordinary General Meeting of Shareholders
to be held on 22 April 2026 in connection with the Go Private and Delisting Plan, if required,
any subsequent EGMS (at a time to be determined).
KOMDIGI means the Ministry of Communication and Digital Affairs of the Republic of
Indonesia.
Independent Shareholder(s) or Public Shareholder(s) means a shareholder who has no
personal economic interest to a particular transaction and: (a) is not a member of the board
of directors, members of the board of commissioners, major shareholders, and controllers;
or (b) is not an Affiliate (as defined in UUPM) of members of the board of directors,
members of the board of commissioners, major shareholders, and controllers (as defined
in POJK 15/2020).
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Independent Shareholder Statement means a statement made by the Independent
Shareholder or his/her proxies in connection with the Go Private and Delisting Plan to be
provided by the Company prior to the implementation of the EGMS.
Juncto means in conjunction with.
KBLI means Indonesian Standard Industrial Classification
KSEI means Indonesian Central Securities Depository.
MOL means the Minister of Law of the Republic of Indonesia (formerly known as Minister
of Justice of the Republic of Indonesia, Minister of Law and Legislation of the Republic of
Indonesia, Minister of Justice and Human Rights of the Republic of Indonesia, or Minister
of Law and Human Rights of the Republic of Indonesia).
Offering Price means the Offering Price as defined in Section II.D regarding the Information
on the Go Private and Delisting Plan section of this Additional Disclosure of Information.
OJK means the Financial Services Authority (Otoritas Jasa Keuangan), an independent
institution which has the functions, duties, and authorities to regulate, supervise, examine,
and investigate as stipulated under Law No. 4 of 2023 concerning the Development and
Strengthening of the Financial Sector.
Party Conducting the Voluntary Tender Offer means Digital Edge (Hong Kong) Ltd as the
controlling and majority shareholder of the Company.
POJK 15/2020 means OJK Regulation No. 15/POJK.04/2020, dated 21 April 2020
concerning the Plan and Implementation of the General Meeting of Shareholders of Public
Companies.
POJK 45/2024 means OJK Regulation No. 45/POJK.04/2024, dated 27 December 2024
concerning the Development and Strengthening of Issuers and Public Companies.
POJK 14/2025 means OJK Regulation No. 14 of 2025, dated 1 July 2025 concerning
Conducting General Meetings of Shareholders, General Meetings of Bondholders, and
General Meetings of Sukuk Holders Electronically.
Public Accountant means the Public Accounting Firm KAP Rintis, Jumadi, Rianto & Rekan
(PricewaterhouseCoopers) as an independent auditor, which audits the Company Financial
Statements.
Recording Date means 30 March 2026, which is the date used to determine the
Shareholders who are entitled to attend and vote in the EGMS, namely the shareholders
who are recorded in the Shareholder Registry 1 (one) Business Day before the invitation of
the EGMS.
Registration Statement means a document that must be submitted to the OJK by the issuer
in the context of a public offering or public company in accordance with OJK Regulation
No. 7/POJK.04/2017 concerning Registration Statement Documents in the Context of
Public Offering of Equity Securities, Debt Securities, and/or Sukuk.
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Shares means the Company's shares that are currently listed on the IDX as of the date of
this Additional Disclosure of Information.
Share Registrar or BAE means PT Adimitra Jasa Korpora, which is a securities
administration bureau appointed by the Company to manage the Company's securities.
Shareholders Registry means the list of shareholders of the Company managed by the
Share Registrar.
Subsidiary means companies in the form of legal entities whose shares are owned either
directly or indirectly by the Company, where the Company's ownership in these companies
is more than 50% (fifty percent) of the total issued and paid-in shares in these companies,
and their financial statements are consolidated into the Company's financial statements.
The Shareholders or Shareholders means the shareholders of the Company whose names
are registered in the Company's Shareholder Registry issued by Share Registrar.
Trading Suspension means the suspension of trading of the Company's Shares on the IDX
based on the Company's request in the context of the Go Private and Delisting Plan.
UUPM means Law No. 8 of 1995, dated 10 November 1995 concerning the Capital Market
as partially amended by Law No. 4 of 2023, dated 12 January 2023 concerning the
Development and Strengthening of the Financial Sector.
UUPT means Law No. 40 of 2007, dated 16 August 2007 concerning Limited Liability
Companies as amended in part by Law No. 6 of 2023, dated 31 March 2023 concerning the
Stipulation of Government Regulations in Lieu of Law Number 2 of 2022 concerning Job
Creation into Law.
Voluntary Tender Offer means an offer through the mass media to acquire equity securities
with a purchase to be made by Digital Edge (Hong Kong) Ltd. The offer will be made to
purchase shares owned by the Company's public shareholders in accordance with POJK
45/2024.
II. INTRODUCTION
The Company hereby informs the Shareholders about:
A. Go Private and Delisting Plan
The implementation of the Go Private and Delisting Plan must first obtain approval from the
Independent Shareholders at the EGMS, which will be carried out based on the quorum
provisions and decision-making procedures as described in this Additional Disclosure of
Information.
The Company has submitted letter No. 007/Indonet/Dir-Srt/II/2026 dated 9 February 2026
regarding the Application for Delisting and Application for Suspension of the Company's
Securities to the BEI and the OJK, which contains the Company's plan to conduct a Go Private
and Delisting.
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On 10 February 2026, the BEI through an announcement No: Peng-SPT-00002/IDX. PP2/02-
2026 has decided to temporarily suspend the Company's securities trading on the IDX
throughout the market, effective from the Pre-Opening Session of Securities Trading on 10
February 2026 until further announcement of the Stock Exchange.
The Company has also submitted information disclosure to the public regarding the suspension
of securities on 10 February 2026.
Furthermore, the Company will follow all provisions listed in POJK 45/2024 and BEI Regulation
No. I-N, and hereby the Company submits the Disclosure of Information in the context of the
implementation of the Go Private and Delisting Plan.
B. Purpose and Objectives of Information Disclosure
This Information Disclosure is submitted with the purpose and objectives of providing to the
Shareholders:
• Information about the Go Private and Delisting Plan;
• An overview of the legal requirements that must be fulfilled to carry out the Go Private
and Delisting Plan; and
• Information on the procedure for voting in the EGMS in connection with the Go Private
and Delisting Plan.
C. Overview of the Go Private and Delisting Plan
On 16 March 2026, the Company announced its Go Private and Delisting Plan by publishing
the Disclosure of Information to Shareholders and the announcement of EGMS on the IDX,
KSEI, and the Company websites, as well as in two national newspapers (Harian Terbit and
Link Bisnis). The notice to attend the EGMS was subsequently published on the websites of
the IDX, KSEI, and the Company on 31 March 2026.
The EGMS to approve the Go Private and Delisting Plan is scheduled to be held on Wednesday,
22 April 2026, from 11:00 AM to 12:00 PM WIB, at La’Seine Hall, Cyber 2 Tower, 17th Floor,
Jalan H.R. Rasuna Said Block X-5, Kuningan, Setiabudi, South Jakarta.
The Company will also conduct the EGMS electronically through the KSEI Electronic General
Meeting System (eASY.KSEI), in accordance with POJK 14/2025.
In the event that the approval of the EGMS regarding the Go Private and Delisting Plan is
obtained by the Company, the approval as referred above will also be considered as approval
of all actions to be taken by the Company related to the Go Private and Delisting process,
including the following:
1. approval of the proposed Go Private and Delisting Plan, which includes:
a. approval of the delisting of the Company’s shares from the IDX;
b. approval of the change in the Company’s status from a public company to a
private company; and
c. granting authority to the Board of Directors of the Company to take all necessary
actions in implementing the Go Private and Delisting Plan.
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2. subject to the approval of the first agenda item above, approval of the amendment to
the entire Articles of Association of the Company in connection with the change of the
Company’s status from a listed public company to a private company, and the granting
of authority to the Board of Directors of the Company to take all necessary actions to
implement such amendments to the Company’s Articles of Association.
Based on POJK 45/2024 in conjunction with POJK 15/2020, to protect the interests of Public
Shareholders, the implementation of the Go Private and Delisting Plan must obtain approval
from Independent Shareholders in an EGMS and be attended by Independent Shareholders
representing more than 1/2 (one-half) of the total number of shares with valid voting rights
held by the Independent Shareholders. The Go Private and Delisting Plan shall be deemed
valid if approved by Independent Shareholders representing more than 1/2 (one-half) of the
total number of shares with valid voting rights held by the Independent Shareholders.
In addition, based on POJK 15/2020, amendments to the Company’s Articles of Association
require the presence of shareholders representing at least 2/3 (two-thirds) of all issued shares
with valid voting rights and/or their valid proxies, and resolutions are valid if approved by
shareholders representing more than 2/3 (two-thirds) of the total shares with valid voting
rights present or validly represented at the EGMS. Considering that the amendment to the
Company’s Articles of Association is contingent upon the approval of the Go Private and
Delisting Plan, if the quorum and approval for the Go Private and Delisting Plan are not
achieved, the Company will not proceed with the discussion of the agenda on the amendment
to the Company’s Articles of Association.
In the event that the quorum of attendance of the first EGMS as referred above is not met,
the second EGMS may be held if attended by Independent Shareholders representing more
than 1/2 (one-half) share of the total number of shares with valid voting rights owned by the
Independent Shareholders.
If the quorum of the second EGMS is met, the Go Private and Delisting Plan shall be valid if
approved by the Independent Shareholders representing more than 1/2 (one half) of the total
number of shares with valid voting rights owned by the Independent Shareholders.
The second EGMS may be held no earlier than 10 (ten) days and no later than 21 (twenty-one)
days after the first EGMS is held.
In the event that the attendance quorum for the second EGMS as referred above is also not
met, a third EGMS may be held if attended by the Independent Shareholders of shares with
valid voting rights, in accordance with the attendance quorum determined by the OJK upon
the Company's request.
At the quorum of the third EGMS, the Go Private and Delisting Plan is valid if approved by the
Independent Shareholders representing more than 50% (fifty percent) of the shares owned
by the Independent Shareholders present at the third EGMS.
The Company is not required to obtain any prior approval, permit, and/or provide any prior
notification to any governmental authority, creditors, or other third parties in connection with
the Go Private and Delisting Plan.
The Company is not required to obtain any prior approval and/or permit from any
governmental authority or other third party in connection with the proposed Go Private and
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Delisting. In addition, the proposed Go Private and Delisting do not give rise to any notification
obligation to KOMDIGI. However, the Company acknowledges that there is an obligation to
provide notification to its creditors pursuant to the provisions under the applicable credit
agreements, which will be carried out after the Delisting becomes effective.
Nevertheless, upon completion of the proposed Go Private and Delisting, the Company will
no longer be a public company and will become a private company. Pursuant to Articles 71
and 72 of Minister of Communication and Informatics Regulation No.
01/PER/M.KOMINFO/01/2010 on the Implementation of Telecommunications Networks, in
the event of any change in the shareholding composition of the Company after it becomes a
private company, the Company is required to notify KOMDIGI of such proposed change in
shareholding composition.
The Company will continue to comply with all applicable regulations, including providing
notification to its creditors and to KOMDIGI as described above.
As of the date of this Additional Disclosure of Information, the Company declares that:
• it has not received any objections from any party in relation to the Go Private and
Delisting Plan;
• it has not received any legal notices that may potentially lead to disputes from any
party; and
• the Company’s shares are not pledged, encumbered, or otherwise burdened in any
form, and there are no disputes, whether in or out of court, concerning the
Company’s shares.
D. VOLUNTARY TENDER OFFER AND TENDER OFFER PRICE
In the event that the Go Private and Delisting Plan is approved by the EGMS, the offer to
purchase shares owned by the Public Shareholders will be made through a Voluntary Tender
Offer by Digital Edge (Hong Kong) Ltd (“DE”), to acquire up to 159,598,500 (one hundred fifty
nine million five hundred ninety eight thousand five hundred) shares representing 7.90%
(seven point nine percent) of the total issued and fully paid up capital of the Company. In
connection with this, the funds to be used by DE to carry out its payment obligations in the
voluntary tender offer will be sourced from internal funds and/or other funding sources in
accordance with the prevailing laws and regulations. DE ensures that the availability of funds
for the implementation of the voluntary tender offer has been adequately prepared in
accordance with the applicable provisions, such that all payment obligations to public
shareholders participating in the tender offer can be fulfilled in a timely manner.
The Offering Price is the price that DE will offer to the Company's shareholders in the context
of the purchase of shares through a Voluntary Tender Offer by DE in connection with the Go
Private and Delisting Plan ("Offering Price"). The Offering Price as referred to will use the
formula set out in Article 36 of POJK 45/2024, where the Offering Price will be higher than
the highest average daily trading price on the IDX in the last 90 (ninety) days prior to the
announcement of EGMS for the change of the Company's status from a public company to a
private company which will be carried out on March 16, 2026.
Taking into consideration on the foregoing, the Offering Price of IDR11,500 (eleven thousand
five hundred Rupiah) per Share has satisfied the requirements as stipulated under Article 36
of POJK 45/2024. In determining the Offer Price, the Company has considered various factors,
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including historical market prices, stock liquidity conditions, as well as internal analysis which
also incorporates input from independent parties.
For information purposes, the amount of IDR11,500 (eleven thousand five hundred Rupiah)
per Share represents a premium price of 141.2% (one hundred forty one point two percent)
above the average of the highest daily trading prices on the IDX over the 90 (ninety) days prior
to the announcement of the EGMS for the Go Private and Delisting Plan (i.e. IDR4,768 (four
thousand seven hundred sixty eight Rupiah) per Share).
If the Go Private and Delisting plan is approved at the Extraordinary General Meeting of
Shareholders and, following the completion of the Voluntary Tender Offer, the Company
successfully changes its status into a private company, the public shareholders who elect not
to tender their Shares in the Voluntary Tender Offer will remain as shareholders of the private
company, provided that the total number of shareholders of the Company becomes less than
50 (fifty) persons or such other number as may be determined by the OJK. Accordingly, such
Public Shareholders will no longer be able to sell their shares through IDX.
III. INFORMATION ON THE GO PRIVATE AND DELISTING PLAN
A. The Party Conducting the Voluntary Tender Offer
i. Brief Profile
The Party Conducting the Voluntary Tender Offer is DE, a private company established
on July 24, 2019 and registered in Hong Kong with the registration company code of
70992061, and with its address at Room 1902, 19/F, Lee Garden One, 33 Hysan
Avenue, Causeway Bay, Hong Kong.
ii. Line of Business
In accordance with the memorandum and articles of association, the nature of
business of the Party Conducting the Voluntary Tender Offer is “Investment Holding”
as per its Business Registration Certificate.
iii. Capital Structure
The paid-up capital of the Party Conducting the Voluntary Tender Offer amounts to
USD 250,000 (two hundred fifty thousand United States Dollars), with the following
capital structure and shareholding composition:
Shareholder Shares Share Ownership (%)
Digital Edge (Singapore)
100 100,00%
Holdings Pte Ltd
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iv. Composition of Management
As at the date of this Additional Disclosure of Information, the management of the
Party Conducting the Voluntary Tender Offer are:
Board of Directors
Director : Jonathan Paul
WALBRIDGE
Director : John Chi Ming YUNG
v. Relationship with the Company
Currently, DE is the controlling shareholder of the Company having 1,193,969,000
(one billion one hundred ninety-three million nine hundred sixty-nine thousand)
Shares which represents 59.10% (fifty-nine point one percent) of the Shares, which
has been issued and paid-up in full in the Company.
B. Reasons and Objectives of the Go Private and Delisting Plan
The Company submitted the Go Private and Delisting Plan for the following reasons and
objectives:
a. Currently, the Company is a member of the DE group ecosystem and there are
changes in business strategies within the corporate group including the strengthening
of operational integration and the development of a regional data center platform,
the optimization of capital structure, as well as enhanced flexibility in strategic
decision-making at the group level, so that the Company's line of business will be
supported by the corporate group. Therefore, the Company no longer requires capital
raising from the capital market and does not have plans to raise such funds in the near
future;
b. The Company wants to focus more on managing its investment and asset portfolios
without the pressure of stock price volatility or the public;
c. The Company intends to have greater flexibility in carrying out its line of business,
including in efforts to carry out efficiency through increase in productivity and
operational performance, business development, and business restructuring (if
necessary);
d. The Company’s Shares are not actively traded on the IDX, as reflected by the limited
trading frequency and volume over a certain period, as well as minimal market
transaction activity, which results in the suboptimal functioning of the stock market
as a liquidity venue for public shareholders.
In line with point (d) above, due to the relative illiquidity of the Company's shares, it is not
easy for shareholders to trade their shares through the IDX. Under the Go Private and Delisting
Plan, shareholders will have the opportunity to sell their shareholdings at the Offer Price
(which is higher than the average highest daily trading price on the IDX over the 90 (ninety)
days preceding the announcement of the EGMS for the change in the Company's status from
a public company to a private company, held on March 16, 2026, as stated in Article 36 of
POJK 45/2024).
In the event that the Go Private and Delisting Plan is approved by the EGMS, the offer to
purchase shares owned by the Public Shareholders will be made through a Voluntary Tender
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Offer by DE, to acquire up to 159,598,500 (one hundred fifty nine million five hundred ninety
eight thousand five hundred) shares representing 7.90% (seven point nine percent) of the
total issued and fully paid up capital of the Company. DE has sufficient funds for the payment
of the Offer Price and fulfil its obligation to pay the Public Shareholders in connection with
this Voluntary Tender Offer, sourced from the company’s internal cash.
C. Benefits of the Go Private and Delisting Plan to Public Shareholders
1. Attractive Tender Offering Price
In the event that the Go Private and Delisting Plan is approved at the EGMS, DE will
conduct a Voluntary Tender Offer to purchase shares held by Public Shareholders at
an attractive Offering Price.
The Voluntary Tender Offer statement by DE will be announced in newspapers in
accordance with the prevailing regulations.
i. Premium Gain Compared to the Minimum Offer Price under Applicable
Regulations in Indonesia
The Offering Price of IDR11,500 (eleven thousand five hundred Rupiah) per
Share is significantly more attractive compared to the minimum offer price
required under POJK 45/2024.
The calculation of the minimum offer price as required under POJK 45/2024 is
conducted based on the average of the highest prices within the 90 (ninety) days
period prior to the date of the EGMS announcement, i.e., 16 March 2026.
Accordingly, the calculation of the share buyback price of the Company is based
on the Company’s share trading period from 16 December 2025 to 15 March
2026.
Below is a table of the Company’s highest market prices over the last 90 (ninety)
days prior to the announcement of the EGMS:
Highest Highest
No. Date No. Date
Price Price
1 16-Dec-25 IDR4,650 46 30-Jan-26 IDR4,980
2 17-Dec-25 IDR4,750 47 31-Jan-26 -
3 18-Dec-25 IDR4,700 48 01-Feb-26 -
4 19-Dec-25 IDR4,650 49 02-Feb-26 IDR5,775
5 20-Dec-25 - 50 03-Feb-26 IDR5,750
6 21-Dec-25 - 51 04-Feb-26 IDR5,425
7 22-Dec-25 IDR4,670 52 05-Feb-26 IDR5,175
8 23-Dec-25 IDR4,620 53 06-Feb-26 IDR5,100
9 24-Dec-25 IDR4,540 54 07-Feb-26 -
10 25-Dec-25 - 55 08-Feb-26 -
11 26-Dec-25 - 56 09-Feb-26 IDR5,250
12 27-Dec-25 - 57 10-Feb-26 -
13 28-Dec-25 - 58 11-Feb-26 -
14 29-Dec-25 IDR4,600 59 12-Feb-26 -
15 30-Dec-25 IDR4,600 60 13-Feb-26 -
16 31-Dec-25 - 61 14-Feb-26 -
17 01-Jan-26 - 62 15-Feb-26 -
18 02-Jan-26 IDR4,590 63 16-Feb-26 -
19 03-Jan-26 - 64 17-Feb-26 -
20 04-Jan-26 - 65 18-Feb-26 -
12
Page 13
21 05-Jan-26 IDR4,550 66 19-Feb-26 -
22 06-Jan-26 IDR4,650 67 20-Feb-26 -
23 07-Jan-26 IDR4,580 68 21-Feb-26 -
24 08-Jan-26 IDR4,590 69 22-Feb-26 -
25 09-Jan-26 IDR4,560 70 23-Feb-26 -
26 10-Jan-26 - 71 24-Feb-26 -
27 11-Jan-26 - 72 25-Feb-26 -
28 12-Jan-26 IDR4,510 73 26-Feb-26 -
29 13-Jan-26 IDR4,440 74 27-Feb-26 -
30 14-Jan-26 IDR4,410 75 28-Feb-26 -
31 15-Jan-26 IDR4,570 76 01-Mar-26 -
32 16-Jan-26 - 77 02-Mar-26 -
33 17-Jan-26 - 78 03-Mar-26 -
34 18-Jan-26 - 79 04-Mar-26 -
35 19-Jan-26 IDR4,540 80 05-Mar-26 -
36 20-Jan-26 IDR4,600 81 06-Mar-26 -
37 21-Jan-26 IDR4,570 82 07-Mar-26 -
38 22-Jan-26 IDR4,600 83 08-Mar-26 -
39 23-Jan-26 IDR4,950 84 09-Mar-26 -
40 24-Jan-26 - 85 10-Mar-26 -
41 25-Jan-26 - 86 11-Mar-26 -
42 26-Jan-26 IDR4,950 87 12-Mar-26 -
43 27-Jan-26 IDR4,690 88 13-Mar-26 -
44 28-Jan-26 IDR4,580 89 14-Mar-26 -
45 29-Jan-26 IDR4,700 90 15-Mar-26 -
(The IDX suspended trading of the Company’s shares effective from the first trading session on 10
February 2026)
Based on the table above, the average of the highest daily trading prices on the
IDX over the 90 (ninety) days prior to the announcement of the EGMS is
IDR4,768 (four thousand seven hundred sixty-eight Rupiah) per Share.
In this regard, the Company’s Offer Price is IDR11,500 (eleven thousand five
hundred Rupiah) per Share, which represents a 141.2% (one hundred forty one
point two percent) premium over the average of the highest daily trading prices
on the IDX during the 90 (ninety) days prior to the announcement of the EGMS
for the change of status from a public company to a private company on 16
March 2026.
ii. Premium Gain Compared to Historical Trading Prices
The Offer Price of IDR11,500 (eleven thousand five hundred Rupiah) per Share
is more attractive compared to the Company’s historical share prices.
In summary, the premium offered compared to the minimum price required
under applicable regulations and historical trading prices can be seen in the
table below:
Reference Offering Premium
No. Description Price Price Offered
(IDR) (IDR) (%)
1 Par value per share 10 11,500 114,900%
2 Average of the highest daily trading 4,768 11,500 141.2%
prices on the IDX over the last 90 days
prior to the EGMS announcement on 16
March 2026
3 Closing price of the Company’s shares 4,790 11,500 140.1%
prior to the EGMS announcement
13
Page 14
4 Average of the daily closing prices of the 4,626 11,500 148.6%
Company’s shares over the last 90 days
prior to the EGMS announcement
5 Average of the daily closing prices over 4,326 11,500 165.8%
the last 1 year prior to the EGMS
announcement
6 Average of the daily closing prices over 4,220 11,500 172.5%
the last 2 years prior to the EGMS
announcement
7 Average of the daily closing prices over 4,211 11,500 173.1%
the last 3 years prior to the EGMS
announcement
8 Average of the highest daily trading 4,442 11,500 158.9%
prices over the last 1 year prior to the
EGMS announcement
9 Average of the highest daily trading 4,332 11,500 165.5%
prices over the last 2 years prior to the
EGMS announcement
10 Average of the highest daily trading 4,328 11,500 165.7%
prices over the last 3 years prior to the
EGMS announcement
2. Payment of Transaction Fees/Commissions to Securities Brokers by DE
DE will bear all costs related to the Voluntary Tender Offer transaction, including
transaction commissions through the IDX and KSEI fees, but excluding any applicable
taxes imposed on Public Shareholders as a result of the sale of their shares in the
Voluntary Tender Offer.
3. Implications from Tax
Public shareholders who sell their Shares in scripless form during the Voluntary
Tender Offer will be subject to a final tax of 0.1% (zero point one percent) of the gross
proceeds, or 0.6% (zero point six percent) in the case of founder shares, in accordance
with the prevailing tax regulations, including Government Regulation No. 41 of 1994
as amended by Government Regulation No. 14 of 1997.
In the event that the Shares are delisted from the IDX, public shareholders who do
not participate in the Voluntary Tender Offer will become shareholders of a non-listed
company. Accordingly, such shareholders will no longer be able to sell their Shares
through the IDX. If such shareholders subsequently sell their Shares after the
Company is no longer listed, the income derived from such sale may be subject to
income tax in accordance with the prevailing tax laws and regulations, including Law
No. 7 of 2021 on Harmonization of Tax Regulations, with a prevailing income tax rate
of 22% (twenty-two percent) for corporate taxpayers and progressive income tax rates
with a maximum rate of 35% (thirty-five percent) for individual taxpayers. If a
shareholder is a non-resident taxpayer, as provided under the Decree of the Minister
of Finance of the Republic of Indonesia No. 434/KMK.04/1999 concerning Income Tax
on the Sale of Shares by Non-Resident Taxpayers through the Stock Exchange, the sale
of Shares of the Company which are no longer listed on the IDX may be subject to
income tax at a rate of 20% (twenty percent) of the gross proceeds, unless a reduced
rate or exemption is available under an applicable Double Taxation Avoidance
Agreement.
14
Page 15
ALL SHAREHOLDERS ARE ADVISED TO CONSULT THEIR RESPECTIVE TAX ADVISERS
TO DETERMINE THE TAX CONSEQUENCES THAT MAY ARISE IN CONNECTION WITH
THE SALE OF THEIR SHARES IN THE COMPANY.
The Board of Directors and the Board of Commissioners suggest that the Go Private
and Delisting Plan is the best option in the interests of Public Shareholders.
Accordingly, the Board of Directors and the Board of Commissioners of the Company
recommend that the Shareholders approve all matters set out in the agenda proposed
at the EGMS.
IV. INFORMATION ON THE COMPANY
A. Brief History of the Company
PT Indointernet Tbk (the “Company”) was established on 23 March 1994 based on
Notarial Deed No. 57, drawn up before Soekami, S.H. The deed of establishment was
ratified by the MOL pursuant to Decree No. C2-10.436.HT.01.01.TH.94 dated 7 July 1994,
has been registered at the Office of the East Jakarta District Court under No.
472/Leg/1994 dated 2 September 1994and has been announced in the State Gazette of
the Republic of Indonesia No. 91, Addition No. 9173 dated 15 November 1994.
The Articles of Association of the Company have been amended from time to time. The
latest amendment is as set out in Notarial Deed No. 118 dated 25 October 2023, drawn
up before Jose Dima Satria, S.H., M.Kn. Such amendment has been notified to the MOL
and has been duly received as evidenced by the Receipt of Notification of Amendment to
the Articles of Association No. AHU-AH.01.03-0133426 dated 26 October 2023 (“Deed
No.118/2023”), has been registered in the Company Register No. AHU-
0213972.AH.01.11.TH.2023 dated 26 October 2023, and has been recorded in the legal
entity administration system.
At the time of the issuance of this Additional Disclosure of Information, the Company is
domiciled in and headquartered at Jalan Rempoa Raya No. 11, Ciputat, South Tangerang,
Banten Province Indonesia.
B. The Company's Line of Business
In accordance with Article 3 paragraph (2) of the Company's Articles of Association, the
scope of the Company's main line of business includes the field of Internet Service
Provider (ISP) (KBLI 61921), telecommunication activities with cables (KBLI 61100),
hosting activities and related activities (KBLI 63112), computer consulting activities and
other computer facility management (KBLI 62029), as well as satellite telecommunication
activities (KBLI 61300). The Company’s supporting business activity is the activity of
holding company.
The Company commenced its commercial line of business in April 1994.
Until the issuance of this Information Disclosure, the main activities carried out by the
Company and its subsidiaries (collectively referred to as the "Group") are still in line with
the scope of line of business in accordance with the Company's Articles of Association by
15
Page 16
expanding the scope of business by providing integrated data centers and cloud
providers.
C. Subsidiaries of the Company
Until this Additional Disclosure of Information is issued, the Company has subsidiaries
owned directly and indirectly, with the following details:
Domicile and
Ownership
Subsidiary Entities Commercial Line of Business
(%)
Starting Date
Direct Ownership
Hosting activities (data
Jakarta, has storage on servers) and
not yet related activities,
PT Digital Gayana
commenced information technology 99.99%
Ekaprana
commercial services and other
operations computer consultancy
services
Hosting activities (data
Jakarta, has storage on servers) and
not yet related activities,
PT Digital Gayana
commenced information technology 99.99%
Ekagrata
commercial services and other
operations computer consultancy
services
Hosting activities (data
PT Ekagrata Data
Jakarta, 2018 storage on servers) and 99.83%
Gemilang
related matters
South Trade, information,
PT Net Soft (“NS”) Tangerang, communication and 99.52%
2002 services
Information technology
PT Wiratapura Indo Bandung, services and other
60.00%
Parahyangan 2017 computer consultancy
services
Indirect Ownership
Through NS
Other telecommunications
Fast Speed Network Singapore, and bandwidth
100.00%
Pte. Ltd 2015 communication service
providers
The Company states that there are no material impacts, whether direct or indirect, on the
Company’s subsidiaries, whether directly or indirectly owned. The operational activities
of the subsidiaries shall continue as usual (business as usual), without any changes in
ownership structure, business activities, or legal relationships with customers, suppliers,
and other third parties. Indirectly, the Go Private and Delisting are expected to provide
greater flexibility in making strategic decisions at the group level, which in turn may
support the more optimal development of the subsidiaries’ business activities.
16
Page 17
D. Capital Structure and Shareholder Composition
The Company's capital structure on the date of this Additional Disclosure of Information
is as stated in the Deed No. 118/2023:
Authorized Capital : 6,000,000,000 shares, with a nominal value of
IDR 10 (ten Rupiah) per share
Issued and Paid-up Capital : 2,020,250,000 shares, with a nominal value of
IDR 10 (ten Rupiah) per share
Unissued Shares : 3,979,750,000, with a nominal value of IDR 10
(ten Rupiah) per share
Based on the Shareholder Registry as of March 31, 2026 (“Recording Date”), managed by
PT Adimitra Jasa Korpora as the Company's Share Registrar, the composition of the
Company's shareholders is as follows:
Nominal Value
No. Shareholders Shares %
(IDR)
Ownership above 5%
1 Digital Edge (Hong Kong) Ltd 1,193,969,000 11,939,690,000 59.10%
2 Digital Edge (HK) SPVI Limited 666,682,500 6,666,825,000 33.00%
Other shareholders with ownership less than 5%
3 Public 159,598,500 1,595,985,000 7.90%
Total Issued and Paid-up Capital 2,020,250,000 20,202,500,000 100.00%
E. Composition of the Board of Commissioners and Board of Directors
Based on the Deed of Statement of Meeting Resolution No. 88 dated June 17, 2025,
executed before Jose Dima Satria, S.H., Notary in Jakarta, which has been notified and
received by the MOL as stated in letter No. AHU-AH.01.09-0303888 dated 26 June 2025,
the composition of the Board of Directors and the Board of Commissioners are as follows:
BOARD OF COMMISSIONERS
President Commissioner : Jonathan Paul Walbridge
Deputy President Commissioner/Independent : Rinaldi Firmansyah
Commissioner
Commissioner : Stephen D. Weiss
Commissioner : Jonathan Jiang Chou
Commissioner : John Randall Freeman
Independent Commissioner : Sabam Hutajulu
BOARD OF DIRECTORS
President Director : Andrew Joseph Rigoli
Director : Donauly Elena Situmorang
Director : Horatio Vai Kei Chan
Director : Agus Ariyanto
Director : Yudie Haryanto
17
Page 18
F. Major and Controlling Shareholders of the Company
The Company has fulfilled its obligation to report its Beneficial Owner to the relevant
authority in accordance with the prevailing laws and regulations, including Presidential
Regulation No. 13 of 2018 concerning the Implementation of the Principle of Recognizing
Beneficial Owners of Corporations and Regulation of the Minister of Law and Human Rights
No. 15 of 2019. The date of compliance with such reporting obligation on February 11, 2025.
Based on the available information, the ultimate Beneficial Owner of the Company is
Michael Dorrell, whereby the designation of Michael Dorell as the ultimate beneficial owner
has met the criteria set forth in Article 4 paragraph 1 letter (e) of the Presidential Regulation
No. 13 of 2018 concerning the Implementation of the Principle of Recognizing Beneficial
Owners of Corporations and Annexure II of the Regulation of the Minister of Law and
Human Rights No. 15 of 2019.
Based on the ownership structure as illustrated in the chart below, Michael Dorrell exercises
control over Stonepeak DEA Holdings (UK) Ltd, which in turn controls Stonepeak DEA
Cayman GP LLC as the managing member. Such entity acts as the general partner of DEA
TopCo LP, the principal shareholder of Digital Edge (Singapore) Holdings Pte. Ltd., which is
the principal shareholder of DE, acting as the controlling shareholder of the Target
Company. Based on information obtained from official documents issued by Companies
House, namely Form PSC04 (Change of individual person with significant control), Michael
Dorrell is recorded as a person with significant control over Stonepeak DEA Holdings (UK)
Ltd, whereby he directly or indirectly holds between 50% and 75% of the shares in
Stonepeak DEA Holdings (UK) Ltd.
Accordingly, Michael Dorrell meets the criteria as a Beneficial Owner as he derives benefits
from the Company through his control over Stonepeak DEA Holdings (UK) Ltd.
18
Page 19
Note:
a. Unless otherwise indicated, percentages in this chart reflect control and not ownership. b. No natural person other than
Michael Dorrell directly or indirectly beneficially owns 20% or more of any of the Stonepeak-controlled entities in this structure
chart. c. There are intermediate holding companies between Stonepeak DEA Holdings (UK) Limited and Michael Dorrell
wherein Michael Dorrell has 100% control.
G. Overview of Important Financial Data
The following is a summary of the Company’s consolidated financial position and results of
operations as of and for the financial years ended 31 December 2025, 2024, 2023, 2022,
and 2021 audited by the Public Accountant, with Independent Auditor Report as follows:
Signing Independe
Name of Public
Partner nt Auditor Independent Auditor Audit
Period Accountant
Report Report’s Number Opinion
Office
Date
31 KAP Rintis, Chrisna A. 12 March No. Unmodified
December Jumadi, Rianto Wardhana, 2026 00315/2.1457/AU.1/06/023 Opinion
2025 & Rekan CPA 1-2/1/III/2026
31 KAP Rintis, Chrisna A. 21 No. Unmodified
December Jumadi, Rianto Wardhana, March2025 00323/2.1457/AU.1/06/023 Opinion
2024 & Rekan CPA 1-1/1/III/2025
31 KAP Ade 25 March No. Unmodified
December Tanudiredja, Setiawan 2024 00362/2.1025/AU.1/06/022 Opinion
2023 5-2/1/III/2024
19
Page 20
Wibisana, Elimin, S.E.,
Rintis & Rekan CPA
31 KAP Ade 28 March No. Unmodified
December Tanudiredja, Setiawan 2023 00404/2.1025/AU.1/06/022 Opinion
2022 Wibisana, Elimin, S.E., 5-2/1/III/2023
Rintis & Rekan CPA
31 KAP Ratnawati 18 March No. Unmodified
December Purwantono, Setiadi 2022 00275/2.1032/AU.1/10/069 Opinion
2021 Sungkoro & 8-3/1/III/2022
Surja
(stated in million Rupiah)
Consolidated 31 December 31 December 31 December 31 December 31 December
Financial Position 2025 2024 2023 2022 2021
Total current
902,606, 623,422, 583,322, 542,307, 494,923,
asssets
Total non-current
4,552,401, 2,888,411, 2,140,051, 1,063,635, 776,213,
assets
Total Assets 5,455,007, 3,511,833, 2,723,323, 1,605,942, 1,271,136,
Total current
1,187,654, 658,269, 681,223, 324,141, 218,194,
liabilities
Total non-current
2,437,807, 1,144,615, 570,809, 70,371, 20,895,
liabilities
Total Liabilities 3,625,461, 1,802,884, 1,252,032, 394,512, 239,089,
Total Equity 1,829,546, 1,708,949, 1,471,341, 1,211,430, 1,032,047,
Total Liabilities
902,606, 623,422, 583,322, 542,307, 494,923,
and Equity
(stated in million Rupiah)
31 December 31 December 31 December 31 December 31 December
Profit and Loss
2025 2024 2023 2022 2021
Net Revenues 842,117, 1,016,826,, 950,409, 822,222, 587,766,
Gross Profit 400,424, 422,909, 424,421, 314,260, 201,542,
Profit Before
145,726, 276,483, 323,889, 237,228, 159,832,
Income Tax
Total
Comprehensive
120,597, 237,608, 259,811, 179,266, 124,142,
Income for the
Year
Earnings per
share - basic 60 115 125 92 311
(full amount)
31 December 31 December 31 December 31 December 31 December
Financial Ratio
2025 2024 2023 2022 2021
Current Ratio 0.8x 0.9x 0.9x 1.7x 2.3x
Net Margin 14.3% 22.8% 26.6% 22.6% 21.1%
Return on
2.2% 6.6% 9.3% 11.6% 9.7%
Asset/ROA
Return on
6.6% 13.6% 17.2% 15.4% 12.0%
Equity/ROE
Debt to Equity 2.0x 1.1x 0.9x 0.3x 0.2x
Debt to Asset 0.7x 0.5x 0.5x 0.3x 0.2x
20
Page 21
V. EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS (EGMS)
A. Background
The EGMS regarding the Go Private and Delisting Plan will be held on Wednesday, 22 April
2026, from 11:00 AM to 12:00 PM WIB, at La’Seine Hall, Cyber 2 Tower, 17th Floor, Jalan
H.R. Rasuna Said Block X-5, Kuningan, Setiabudi, South Jakarta.
The Company will also hold an EGMS electronically through KSEI's Electronic General
Meeting System (eASY.KSEI) based on POJK 14/2025.
In this regard, the Company strongly urges all Shareholders to attend the EGMS by giving
power of attorney to the party appointed by the Company Share Registrar by signing and
returning the power of attorney form that can be obtained on the Company's website
(www.indonet.co.id) as well as the Independent Shareholders' Statement Letter to the
Company via email corporate.secretary@indonet.id.
The original power of attorney must be received by the Company's Directors no later than
3 (three) Business Days before the EGMS, which is on Friday, April 17, 2026, in Company
Share Registrar Office, namely PT Adimitra Jasa Korpora, which is domiciled in Jakarta and
is located at Jl. Kirana Avenue III Blok F3 No. 5, Kelapa Gading, North Jakarta, 14250.
Shareholders can also provide power of attorney electronically through KSEI's Electronic
General Meeting System ("eASY.KSEI") in the https://akses.ksei.co.id/ link provided by KSEI
as a mechanism for granting power of attorney electronically in the process of holding the
EGMS no later than 1 (one) Business Day before the date of the EGMS, which is on Tuesday,
April 21, 2026, at 16.00 Western Indonesian Time.
Independent Shareholders or their proxies who wish to attend the EGMS are required to
sign an Independent Shareholder Statement which can be obtained on the Company's
website.
The announcement of the EGMS, together with a summary of the Disclosure of Information
to Shareholders, was published on March 16, 2026 on the IDX website, the website of PT
Kustodian Sentral Efek Indonesia ("eASY.KSEI"), and the Company's website, as well as
through two national newspapers, Harian Terbit and Link Bisnis.
The invitation to attend the EGMS has been announced through the IDX website, the
eASY.KSEI website, and the Company's website on March 31, 2026.
The Shareholders who are entitled to attend the EGMS are the shareholders whose names
are recorded in the Company's Shareholder Registry on the Recording Date.
21
Page 22
B. Agenda for the EGMS
Agenda of the EGMS, includes:
1. First Agenda: Approval of the Go Private plan and the Delisting of the Company’s shares
from the IDX, including granting of authority to the Company’s Board of Directors to
take all necessary actions in the implementation of the Go Private and Delisting Plan;
and
2. Second Agenda: Subject to approval of the first agenda above, approval of amendments
to the entire Articles of Association of the Company in connection with the change in
status of the Company from a listed public company to a private company and the
granting of authority to the Board of Directors of the Company to take all necessary
actions to implement the amendments to the Articles of Association of the Company.
The First Agenda requires approval from the Independent Shareholders. Meanwhile, the
Second Agenda does NOT require approval from the Independent Shareholders.
C. Requirements According to Laws and Regulations for EGMS
Based on (i) POJK 45/2024 juncto POJK 15/2020; (ii) Articles of Association; and (iii) IDX
Regulation No. I-N, the procedure for approving decisions on the agenda items to be
considered in the EGMS is as follows:
1. First Agenda: Approval of the Go Private and Delisting Plan
The requirements that need to be met are in accordance with POJK 45/2024 juncto
POJK 15/2020. The EGMS must be attended by the Independent Shareholders
representing more than 1/2 (one-half) of the total number of Shares with legal voting
rights owned by the Independent Shareholders.
The decision is made based on the unanimous vote cast by the Independent
Shareholders representing more than 1/2 (one-half) share of the total number of
Shares with legal voting rights owned by the Independent Shareholders.
2. Second Agenda: Amendment to the Company’s Articles of Association
The requirements to be fulfilled are in accordance with the Company’s Articles of
Association in conjunction with POJK 15/2020, which require the attendance of
shareholders representing at least 2/3 (two-thirds) of the total issued shares with valid
voting rights and/or their valid proxies, and resolutions shall be valid if approved by
shareholders representing more than 2/3 (two-thirds) of the total shares with valid
voting rights present or validly represented at the Meeting.
Quorum Requirements
If the quorum in the EGMS to make decisions is not reached, the Company may hold the
second and third EGMS with the following attendance and decision-making
requirements:
22
Page 23
(i) Second EGMS
The second EGMS can be held on the condition that it is attended by the Independent
Shareholders representing more than 1/2 (one-half) of the total number of shares with
legal voting rights owned by the Independent Shareholders.
The decision of the second EGMS shall be taken based on the concurring vote of the
Independent Shareholders representing more than 1/2 (one-half) of the total number
of Shares with valid voting rights owned by the Independent Shareholders present at
the second EGMS.
(ii) Third EGMS
In the event that the quorum of the second EGMS as referred above is not reached, then
the third EGMS may be held with the condition that the third EGMS is valid and has the
right to make decisions if attended by the Independent Shareholders of the shares with
valid voting rights in the quorum of attendance determined by the OJK at the request of
the Company.
The third EGMS resolution is valid if it is approved by the Independent Shareholders
representing more than 50% of the Shares owned by the Independent Shareholders
present at the third EGMS.
VI. LEGAL OUTSTANDING
At present, neither the Company nor its Board of Directors, Board of Commissioners, or
Controller is subject to any legal issues, whether material or non-material, and/or any claims
from third parties.
There is no obligation to obtain approval or notify third parties regarding the Company's plan
to change the status other than to the public.
VII. INDICATIVE IMPORTANT DATES IN CONNECTION WITH GO PRIVATE AND DELISTING PLAN
The estimated important dates in relation to the Go Private and Delisting Plan are as follows:
No. Activities Date
1. Notification of EGMS Agenda to OJK 09 March 2026
2. Announcement of EGMS and Information Disclosure of Go Private 16 March 2026
and Delisting Plan
3. DPS date of the Shareholders who are entitled to attend / 30 March 2026
Recording Date
4. Invitation/Notice of EGMS 31 March 2026
5. EGMS 22 April 2026
6. Submission of the Voluntary Tender Offer Statement to the OJK 29 April 2026
and the Announcement of the Voluntary Tender Offer Statement
to the Public
7. Estimated date of effective statement of Voluntary Tender Offer 17 May 2026
from OJK
23
Page 24
8. Estimated date of announcement regarding improvements to the 18 May 2026
Voluntary Tender Offer Statement - Final (if any)
9. Estimated Voluntary Tender Offer Period starts 19 May 2026
10. Estimated Voluntary Tender Offer Period ends 18 June 2026
11. Latest date for Payment of Voluntary Tender Offer 30 June 2026
12. Estimated Report on the Results of Voluntary Tender Offer to OJK 03 July 2026
13. Estimated approval of the MOL on amendments to the Company's 23 May 2026
articles of association
14. Estimated application for the effective revocation of the Registration 24 July 2026
Statement in the context of the Public Offering of Equity Securities or
the Registration Statement of Public Company to the OJK
15. Estimation that OJK will revoke the effectiveness of Registration 11 August 2026
Statements in the context of Public Offerings of Equity Securities
and/or Public Company Registration Statements
16. Estimation on cancellation of the Company's Securities Listing by 29 August 2026
IDX
17. Estimation on cancellation of collective custody by KSEI 29 August 2026
VIII. OTHER INFORMATION
Shareholders who require further information regarding the Go Private and Delisting Plan may
contact the Company during operational hours through the following contacts:
PT INDOINTERNET TBK
Jalan Rempoa Raya No.11
East Ciputat, South Tangerang, Banten Province
Indonesia, 15412
Phone: (+62) 2173882525; +(62) 2127555222
Operational Time: Monday to Friday, 08.00 – 17.00 Western Indonesian Time
Website: www.indonet.co.id
Email: corporate.secretary@indonet.id
PT ADIMITRA JASA KORPORA
Kirana Boutique Office Blok F3/5
Jalan Kirana Avenue III, Kelapa Gading,
Jakarta Utara 14240
Telephone: (+62) 21 29745222
Email: opr@adimitra-jk.co.id
24
Names mentioned 33 people and organisations named in the text · linked when the evidence is strong
unresolved
org
INDONESIA STOCK EXCHANGE
p.1 ×3
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×3
unresolved
org
PT Adimitra Jasa Korpora
p.1 ×4
unresolved
person
Soekami
· Notaris
p.3 ×2
unresolved
org
East Jakarta District Court
p.3 ×2
unresolved
person
Jose Dima Satria
· Notaris
p.3 ×4
unresolved
org
Minister of Law and Human Rights
p.3 ×2
unresolved
org
PT Indonesia Stock Exchange. Board
p.3
unresolved
org
government of the Republic of Indonesia
p.4 ×2
unresolved
org
Ministry of Communication and Digital Affairs
p.4
unresolved
org
Minister of Law
p.5 ×2
unresolved
org
Minister of Law and Legislation
p.5
unresolved
org
Minister of Justice and Human Rights
p.5
unresolved
org
Rintis
p.5
unresolved
org
Rianto & Rekan
p.5
unresolved
org
Minister of Communication and Informatics Regulation
p.9
unresolved
org
Holdings Pte Ltd
p.10 ×2
unresolved
org
PT Digital Gayana
p.16 ×2
unresolved
org
PT Ekagrata Data
p.16
unresolved
org
PT Net Soft
p.16
unresolved
org
PT Wiratapura Indo
p.16
unresolved
org
Pte. Ltd
p.16
unresolved
org
SPVI Limited
p.17
unresolved
org
Stonepeak DEA Cayman GP LLC
p.18
unresolved
person
Elimin
p.20 ×2
unresolved
org
Rintis & Rekan
p.20 ×2
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.21
unresolved
org
PT ADIMITRA JASA KORPORA Kirana Boutique Office
p.24
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