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DISCLOSURE OF INFORMATION TO SHAREHOLDERS
PT SARANA MENARA NUSANTARA TBK
IN COMPLIANCE WITH REGULATION OF THE FINANCIAL SERVICES AUTHORITY
NO. 17/POJK.04/2020 ON MATERIAL TRANSACTIONS
AND CHANGES IN BUSINESS ACTIVITIES
PT SARANA MENARA NUSANTARA TBK
(The “Company”)
Engaged in telecommunications central construction and holding company activities
Domiciled in Kudus, Indonesia
Head Office: Branch Office:
Jl. Jend. A. Yani No. 19A Menara BCA, 55th Floor
Kudus, Indonesia Jl. M.H. Thamrin No. 1
Phone. +62 291 431691 Jakarta 10310
Fax. +62 291 431718 Phone. +62 21 23585500
E-mail: corpsec@ptsmn.co.id Fax. +62 21 23586446
Website: www.ptsmn.co.id
IF YOU HAVE DIFFICULTY IN UNDERSTANDING THE INFORMATION SET OUT IN THIS
DISCLOSURE OF INFORMATION, YOU SHOULD CONSULT WITH YOUR SECURITIES BROKER,
INVESTMENT MANAGER, LEGAL ADVISOR, PUBLIC ACCOUNTANT OR OTHER PROFESSIONAL
ADVISOR.
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY,
INDIVIDUALLY AND COLLECTIVELY, ARE FULLY RESPONSIBLE FOR THE COMPLETENESS AND
ACCURACY OF ALL MATERIAL FACTS OR INFORMATION CONTAINED IN THIS DISCLOSURE OF
INFORMATION AND CONFIRM THAT THE INFORMATION SET FORTH IN THIS DISCLOSURE OF
INFORMATION IS TRUE AND THAT THERE ARE NO MATERIAL FACTS THAT HAVE NOT BEEN
DISCLOSED THAT COULD CAUSE THE MATERIAL INFORMATION IN THIS DISCLOSURE OF
INFORMATION TO BE INCORRECT AND/OR MISLEADING.
The Extraordinary General Meeting of Shareholders of the Company to approve the Proposed
Change of Business Activities will be held on 20 May 2026.
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DEFINITIONS
Iforte : PT Iforte Solusi Infotek.
KBLI 2025 : Indonesian Standard Industrial Classification (Klasifikasi
Baku Lapangan Usaha Indonesia/“KBLI”) as set out in
Regulation of Statistics Indonesia (Badan Pusat Statistik) No.
7 of 2025.
Business Activities : means the business activities stated in the articles of
association of a company, that have been carried out.
31 December 2025 Financial : The Company's Consolidated Financial Statements as at 31
Statements December 2025 and for the year then ended, together with
the independent auditor's report, which have been audited
by Public Accounting Firm Purwanto, Susanti dan Surja.
Feasibility Study Report : The Feasibility Study Report, conducted by Public Valuation
Firm Yanuar, Rosye dan Rekan under Report No.
00006/2.0170-00/BS/NB-01/0045/1/IV/2026 dated 1
April 2026.
OJK : Financial Services Authority (Otoritas Jasa Keuangan),
meaning the institution having regulatory, supervisory,
examination, and investigation functions and authority as
referred to in Law of the Republic of Indonesia No. 21 of
2011 on the Financial Services Authority as partially
amended by Law No. 4 of 2023 on the Development and
Strengthening of the Financial Sector ("Law No. 21/2011").
Since 31 December 2012, the functions, duties, and
authority for regulating and supervising financial services
activities in the Capital Market sector have been transferred
from Bapepam and LK to OJK, pursuant to Article 55 of Law
No. 21/2011.
Company : PT Sarana Menara Nusantara Tbk.
Controlled Companies : Protelindo and Iforte, subsidiaries of the Company, whose
financial statements are consolidated with those of the
Company. Each company has contributed more than 20% to
the Company's revenue as referred to in POJK 17/2020.
Protelindo : PT Profesional Telekomunikasi Indonesia.
POJK 15/2020 : OJK Regulation No. 15/POJK.04/2020 on Planning and
Convention of General Meetings of Shareholders by Public
Companies.
POJK 17/2020 : OJK Regulation No. 17/POJK.04/2020 on Material
Transaction and Change of Business Activities.
POJK 14/2025 OJK Regulation No. 14/POJK.04/2025 on the Conduct of
General Meetings of Shareholders, General Meetings of
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Bondholders, and General Meetings of Sukuk Holders
Electronically.
POJK 45 / 2024 OJK Regulation No. 45/POJK.04/2024 on the Development
and Strengthening of Issuers and Public Companies.
Proposed Change of Business : The plan to add Business Activities of the Controlled
Activities Companies that are not yet included in the articles of
association of each Controlled Company, which are to be
carried out, as described in Chapters I and II of this
Disclosure of Information, and subject to the provisions as
regulated under POJK 17/2020.
EGMS : Extraordinary General Meeting of Shareholders of the
Company.
I. INTRODUCTION, REASONS AND BACKGROUND
This Disclosure of Information is prepared in connection with the Proposed Change of Business
Activities of the Controlled Companies, namely the addition of Business Activities not yet included in
the articles of association of each Controlled Company, which are to be carried out, with the following
details:
A. Protelindo
No. KBLI No* Description
1. 77399 Rental and Leasing of Other Machinery, Equipment,
and Tangible Goods Not Elsewhere Classified
2. 35120 Electric Power Generation from Renewable Energy
Sources
3. 35151 Operation of Electric Power Supply Facility
4. 35152 Operation of Electric Power Utilization Facility
5. 35159 Other Electricity Supporting Activities
6. 43211 Electrical Installation
*Numbering based on KBLI 2025
B. Iforte
No. KBLI No* Description
1. 77399 Rental and Leasing of Other Machinery, Equipment,
and Tangible Goods Not Elsewhere Classified
2. 64210 Activities of Holding Companies
3. 63102 Provision of Infrastructure for Computing, Hosting,
and Related Activities
4. 61102 Wireless telecommunications activities
*Numbering based on KBLI 2025
The Company does not undertake a change of Business Activities as referred to in the Elucidation of
Article 22 of POJK 17/2020. Pursuant to Article 22 paragraph 1 letter a, and Article 32 of POJK
17/2020, the Proposed Change of Business Activities undertaken by Controlled Companies that are
not Public Companies and that contribute 20% (twenty percent) or more of a Public Company’s
revenue, must first obtain approval from the Company’s EGMS.
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In connection with the Proposed Change of Business Activities, aside from the approval of the
Company’s EGMS as mentioned above, no prior approval and/or notification from the government or
any other body, institution, or third party is required.
In accordance with the foregoing and the provisions of POJK 17/2020, the Board of Directors of the
Company hereby announces this Disclosure of Information through the Company’s and the Indonesia
Stock Exchange’s website with the intention of providing the Company’s shareholders with more
complete information and overview of the Proposed Change of Business Activities of the Controlled
Companies. This Disclosure of Information serves as the basis for consideration by the Company’s
shareholders in granting approval for the Proposed Change of Business Activities of the Controlled
Companies, which will be proposed by the Company at the Company’s EGMS as set out in Chapter VII
of this Disclosure of Information.
II. BRIEF DESCRIPTION OF THE COMPANY, PROTELINDO, AND IFORTE
A. The Company
(i) Brief History of the Company
PT Sarana Menara Nusantara Tbk. ("Company") was established pursuant to Deed of
Establishment No. 31 dated 2 June 2008, made before Dr. Irawan Soerodjo, S.H., MSi.,
Notary in Jakarta. The Company’s Articles of Association were ratified by the Minister
of Law and Human Rights pursuant to Decree No. AHU-37840.AH.01.01.Tahun 2008
dated 2 July 2008 and were published in the State Gazette No. 66 dated 19 August 2014,
Supplement No. 44511. The Articles of Association of the Company as set forth in the
aforementioned deed of establishment have been amended several times, most recently
by: (i) Deed of Statement of Meeting Resolutions No. 257 dated 26 June 2024, made
before Christina Dwi Utami, S.H., M.Hum., M.Kn., Notary in West Jakarta, regarding the
amendment to the Company’s Articles of Association in connection with the obligation
to make adjustments pursuant to applicable OJK Regulations. Such amendment to the
Articles of Association was acknowledged by the Minister of Law and Human Rights
pursuant to Receipt of Notice No. AHU-AH.01.03-0170481 dated 10 July 2024; and (ii)
Deed of Statement of Meeting Resolutions No. 182 dated 22 November 2024, made
before Christina Dwi Utami, S.H., M.Hum., M.Kn., Notary in West Jakarta, regarding the
amendment to the Company’s Articles of Association in connection with an increase in
the Company’s authorized capital. Such amendment to the Articles of Association was
approved by the Minister of Law and Human Rights pursuant to Decree of the Minister
of Law of the Republic of Indonesia No. AHU-0075650.AH.01.02.TAHUN 2024 dated 22
November 2024; and (iii) Deed of Statement of Meeting Resolutions No. 216 dated 25
July 2025, made before Christina Dwi Utami, S.H., M.Hum., M.Kn., Notary in West Jakarta,
regarding the amendment to the Company’s Articles of Association in connection with
an increase in the Company’s issued and paid-up capital. Such amendment to the
Articles of Association was notified to and received by the Minister of Law and Human
Rights pursuant to Receipt of Notice Letter of the Minister of Law of the Republic of
Indonesia No. AH.01.03-0197063 dated 25 July 2025 (the "Company’s Articles of
Association").
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(ii) Purposes and Objectives as well as Business Activities of the Company
The business activities of the Company pursuant to the Company’s Articles of
Association are:
(a) Conducting other management consultancy activities, including provision of advice,
counsel, and operations of businesses and organizational and other management
matters;
(b) Conducting holding company business activities, including activities of holding
companies, namely a company possessing assets of a group of subsidiaries, and the
main business activity is ownership of such group.
(c) Conducting central telecommunication construction activities, including
construction, maintenance, and repair of central telecommunication construction
building, including its facilities.
Pursuant to the Company’s Business Identification Number (Nomor Induk Berusaha
/"NIB"), the business activities of the Company that have actually been carried out are
business activities under KBLI 70209 Other Management Consultancy Activities and
42206 Construction of Telecommunications Central.
(iii) Capital Structure and Shareholding of the Company
The shareholders of the Company, as set forth in the Shareholders Register as of 31
March 2026, made by PT Raya Saham Registra as the Securities Administration Bureau
of the Company, are as follows:
Number of Nominal Value
Shareholders Percentage
Shares (Rp)
Authorized Capital
Authorized Capital 200,000,000,000 2,000,000,000,000
Issued and Paid-Up Capital
PT Sapta Adhikari Investama 26,764,246,165 267,642,461,650 45.2878%
PT Dwimuria Investama Andalan 11,792,689,937 117,926,899,370 19.9544%
Ferdinandus Aming Santoso 30,338,281 303,382,810 0.0513%
Ario Wibisono 243,246,800 2,432,468,000 0.4116%
Anita Anwar 5,126,600 51,266,000 0.0087%
Indra Gunawan 7,800,490 78,004,900 0.0132%
Eko Santoso Hadiprodjo 10,630,000 106,300,000 0.018%
Public 19,253,728,904 192,537,289,040 32.5793%
Treasury Shares 990,296,554 9,902,965,540 1.6757%
Total of Issued and Paid-Up 59,098,103,731 590,981,037,310 100.000%
Capital
The shareholding structure of the Company as of 31 March, 2026 is as set out in
Appendix 1 to this Disclosure of Information.
The controlling shareholder of the Company, as referred to in POJK 45/2024, is PT
Sapta Adhikari Investama.
(iv) Management and Supervision of the Company
The composition of the Board of Commissioners and Board of Directors of the
Company pursuant to the Deed Statement of Meeting Resolution No. 113 dated 23
April 2025, made before Christina Dwi Utami, S.H., M.Hum., M.Kn., Notary in West
Jakarta Administrative City, which was notified to the Minister of Law and Human
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Rights as evidenced by the Receipt of Notice on Changes to Company Data No. AHU-
AH.01.09-0204840 dated 24 April 2025 and registered in the Company Register
under No. AHU-0088937.AH.01.11.TAHUN 2025 dated 24 April 2025, is as follows:
Board of Commissioners
President Commissioner : Kenny Harjo
Independent Commissioner : Kusmayanto Kadiman
Independent Commissioner : John Aristianto Prasetio
Commissioner : Ario Wibisono
Board of Directors
President Director : Ferdinandus Aming Santoso
Director : Anita Anwar
Director : Eko Santoso Hadiprodjo
Director : Indra Gunawan
(v) Summary of Key Consolidated Financial Data
Set out below is a summary of the financial data and ratios of the Company (including
the Controlled Companies) as of 31 December 2025 based on the 31 December 2025
Financial Statements:
(in million Rupiah)
FINANCIAL POSITION 31 December 2024 31 December 2025
Assets
Current Assets 4,955,840 3,433,232
Non-Current Assets 72,872,540 73,836,460
Total Assets 77,828,380 77,269,692
Liabilities and equity
Current Liabilities 20,124,235 19,577,670
Non-current liabilities 38,534,936 30,608,716
Total liabilities 58,659,171 50,186,386
Equity 19,169,209 27,083,306
Total liabilities and 77,828,380 77,269,692
equity
STATEMENT OF PROFIT
31 December 2024 31 December 2025
AND LOSS
Net Sales 12,735,815 13,327,907
(Cost) of Sales (3,996,322) (4,188,377)
Gross Profit 8,739,493 9,139,530
Profit before income tax 3,536,683 3,688,100
Profit for the year 3,364,606 3,682,248
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B. Protelindo
(i) Brief History of Protelindo
PT Profesional Telekomunikasi Indonesia. ("Protelindo") is a limited liability
company incorporated in Indonesia pursuant to Deed of Establishment No. 2 dated 8
November 2002, made before Hildayanti, S.H., Notary in Bandung. The Articles of
Association of Protelindo were ratified by the Minister of Law and Human Rights
pursuant to Decree No. C-00079 HT.01.01.TH.2003 dated 3 January 2003 and were
published in the State Gazette No. 21 dated 14 March 2003, Supplement No. 2095. The
Articles of Association of Protelindo, as set forth in the aforementioned deed of
establishment, have been amended several times. The most recent amendment is set
forth in the Deed of Statement of Meeting Resolutions No. 22 dated 28 July 2025, made
before Caesaria Dhamayanti, S.H., M.Kn., Notary in Tangerang Regency, regarding,
among others, changes in capitalization through increase in authorized capital, issued
capital, and paid-up capital, and the restatement of all provisions of Protelindo’s
Articles of Association. Such amendment to the articles of association was approved
by the Minister of Law and Human Rights pursuant to the Approval Letter for
Amendment to Articles of Association No. AHU-0050024.AH.01.02.TAHUN 2025
dated 29 July 2025 and registered in the Company Register under No. AHU-
0172452.AH.01.11.TAHUN 2025 dated 29 July 2025 ("Protelindo’s Articles of
Association").
(ii) Purposes and Objectives of Business Activities of Protelindo
The business activities of Protelindo pursuant to Protelindo’s Articles of Association
and NIB are:
(a) Construction of Telecommunications Central (KBLI 42206); and
(b) Activities of Holding Companies (KBLI 64200).
(iii) Capital Structure and Shareholding of Protelindo
The capital structure and shareholders of Protelindo as of 31 March 2026 are as
follows:
Nominal Value
Shareholders Number of Shares Percentage
(Rp)
Authorized Capital
Authorized Capital 200,000,000,000 20,000,000,000,000
Issued and Paid-Up Capital
PT Sarana Menara Nusantara 58,322,620,186 5,832,262,018,600 99.999999998%
Tbk.
Ferdinandus Aming Santoso 1 100 0.000000002%
Total of Issued and Paid-Up 58,322,620,187 5,832,262,018,700 100.000%
Capital
(iv) Management and Supervision of Protelindo
The composition of the Board of Commissioners and Board of Directors of Protelindo
pursuant to the Deed of Statement of Shareholders’ Resolutions in Lieu of an
Extraordinary General Meeting of Shareholders No. 21 dated 26 January 2026, made
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before Caesaria Dhamayanti, S.H., M.Kn., Notary in Tangerang Regency, which was
notified to the Minister of Law as evidenced by the Receipt of Notice on Changes to
Company Data No. AHU-AH.01.09-0051069 dated 18 February 2026 and registered
in the Company Register under No. AHU-0029075.AH.01.11.TAHUN 2026 dated 18
February 2026, is as follows:
Board of Commissioners
President Commissioner : Ario Wibisono
Independent Commissioner : Kusmayanto Kadiman
Independent Commissioner : John Aristianto Prasetio
Commissioner : Kenny Harjo
Board of Directors
President Director : Ferdinandus Aming Santoso
Vice President Director : Anita Anwar
Vice President Director : Juliawati Gunawan Halim
Director : Eko Santoso Hadiprodjo
Director : Indra Gunawan
Director : Onggo Wijaya
C. Iforte
(i) Brief History of Iforte
Iforte was established under the name PT Prisma Sentra Telekomunikasi, a limited
liability company incorporated under the laws of the Republic of Indonesia, domiciled
in Kudus, and established pursuant to Deed of Establishment No. 174 dated 16 May
1997 made before Buntario Tigris Darmawa, S.H., Notary in Jakarta. The Deed of
Establishment of Iforte was ratified by the Minister of Justice of the Republic of
Indonesia pursuant to Decree No. C2-7361.HT.01.01.Th.1997 dated 30 July 1997.
The articles of association of Iforte have been amended several times, most recently
pursuant to Deed No. 5 dated 7 July 2022, made before Notary Caesaria Dhamayanti,
S.H., M.Kn., Notary in Tangerang. Such amendment was approved by the Minister of
Law (formerly the Minister of Law and Human Rights) pursuant to Decree No. AHU-
0048645.AH.01.02.Tahun dated 14 July 2022 and registered in the Company Register
pursuant to the Company Law under No. AHU-0134521.AH.01.11.TAHUN 2022 dated
14 July 2022 ("Iforte’s Articles of Association").
(ii) Purposes and Objectives as well as Business Activities of Iforte
The business activities of Iforte pursuant to Iforte’s Articles of Association and NIB
are
a) Installation of Telecommunications (KBLI 43212);
b) Wired Telecommunications Activities (KBLI 61100);
c) Satellite Telecommunications Activities (KBLI 61300);
d) Internet Service Provider (KBLI 61921);
e) Data Communications System Service (KBLI 61922);
f) Internet Interconnection (Network Access Provider) (KBLI 61924);
g) Wholesale of Telecommunications Equipment (KBLI 46523); and
h) Construction of Telecommunications Central (KBLI 42206);
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(iii) Capital Structure and Shareholding of Iforte
The capital structure and shareholders of Iforte are as follows. It is pursuant to the
Deed of Statement of Shareholders’ Resolutions No. 145 dated 28 March 2016, made
before Dr. Irawan Soerodjo, S.H., M.Si., Notary in Jakarta. Such deed was approved
by the Minister of Law and Human Rights pursuant to Decree No. AHU-
0007671.AH.01.02 Tahun 2016 dated 21 April 2016, notified to the Minister of Law
and Human Rights pursuant to Receipt of Notice of Amendment to Articles of
Association No. AHU-AH.01.03-0042299 dated 21 April 2016, and registered in the
Company Register under No. AHU-0050325.AH.01.11.TAHUN 2016 dated 21 April
2016, juncto the Deed of Statement of Shareholders’ Resolutions in Lieu of a General
Meeting of Shareholders No. 306 dated 31 October 2019, made by Christina Dwi
Utami, S.H., Notary in West Jakarta. Such deed was notified to the Minister of Law
and Human Rights, as evidenced by the Receipt of Notice of Amendment to Articles
of Association No. AHU-AH.01.03-0363977 dated 25 November 2019 and registered
in the Company Register under No. AHU-0226471.AH.01.11.Tahun 2019 dated 25
November 2019.
Number of Nominal Value
Shareholders Percentage
Shares (Rp)
Authorized Capital
Authorized Capital 790,000 790,000,000,000
Issued and Paid-Up Capital
PT Sarana Menara 1 1,000,000 0.01%
Nusantara Tbk.
Protelindo 789,416 789,416,000,000 99.99%
Total of Issued and 789,417 789,417,000,000 100.00%
Paid-Up Capital
(iv) Management and Supervision of Iforte
The composition of the Board of Commissioners and Board of Directors of Iforte
pursuant to the Deed of Statement of Shareholders’ Resolutions No. 07 dated 11
September 2025, made before Caesaria Dhamayanti, S.H., M.Kn., Notary in
Tangerang Regency, which was received and recorded by the Minister of Law as
evidenced by the Receipt of Notice on Changes to Company Data No. AHU-AH.01.09-
0337378 dated 15 September 2025, is as follows:
Board of Commissioners
President Commissioner : Peter Djatmiko
Commissioner : Mohamad Ivan
Commissioner : Nur Hermawan Thendean
Board of Directors
President Director : Ferdinandus Aming Santoso
Vice President Director : Rony Ardhitia Soetedjo
Vice President Director : Silvi Liswanda
Director : Hartono Tanuwidjaja
Director : Handoko Siputro
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III. SUMMARY OF THE FEASIBILITY STUDY ON THE PROPOSED CHANGE OF BUSINESS
ACTIVITIES
In connection with the Proposed Change of Business Activities, the Company has appointed Public
Appraisal Firm (Kantor Jasa Penilai Publik) Yanuar, Rosye dan Rekan ("Y&R") with Business
License No. 2.20.0170 pursuant to Decree of the Minister of Finance 365/KM.1/2020 dated 27 July
2020. The responsible appraiser is Rosye Yunita, S.E., M.M., MAPPI (Cert.), registered as a Capital
Market Supporting Professional with OJK under Registration Certificate (Surat Tanda
Terdaftar/STTD) of Capital Market Supporting Professional No. STTD.PB-38/PJ-1/PM.02/2023
dated 19 October 2023, as an independent appraiser, to conduct the feasibility study and render
an opinion on the Proposed Change of Business Activities pursuant to POJK 17/2020 by issuing the
Feasibility Study Report.
In preparing the Feasibility Study Report, Y&R acted independently without any conflict of interest,
and Y&R is not affiliated with the Company or any parties affiliated with the Company. Y&R also
has no personal interest or benefit in connection with this engagement.
Set out below is a summary of Y&R’s Feasibility Study Report on the Proposed Change of Business
Activities
(i) Purpose and Objective
The purpose of preparing the Feasibility Study Report is to render an opinion on the
feasibility of the Proposed Change of Business Activities in order to comply with the
provisions of POJK 17/2020. The review set out in the Feasibility Study Report covers various
aspects, including macroeconomic aspects, market aspects, technical aspects, business model
aspects, management model aspects, and financial aspects.
(ii) Assumptions and Limiting Conditions
(a) Assumptions
The following assumptions were used in preparing the feasibility study:
• in preparing the Feasibility Study Report, Y&R relies on the accuracy and
completeness of the information provided by the Company and/or data obtained
from publicly available information and other information that Y&R considers
relevant.
• all material information relevant to the feasibility study engagement has been fully
disclosed by the Company to Y&R and there has been no omission of material facts.
• Y&R uses adjusted financial projections that reflect the reasonableness of financial
projections prepared by management in terms of their achievability (fiduciary
duty);
• Y&R obtains information on the legal status of the subject of the Feasibility Study
from the Company;
• the Feasibility Study Report is prepared based on market and economic conditions,
general business and financial conditions, and government regulations relevant to
the Proposed Change of Business Activities as at the date of issuance of this
opinion.
• in preparing this Feasibility Study Report, Y&R uses certain assumptions, such as
the fulfillment of all conditions and obligations of the Company and the accuracy
of the information regarding the feasibility study as disclosed by the management
of the Company.
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• Y&R assumes that the Company is a going concern in the future and is managed by
a professional and competent management (going concern);
• Y&R also assumes that, after the date of the Feasibility Study Report, no changes
will occur that materially affect the assumptions used in the preparation of this
Feasibility Study Report.
(b) Limitations on the Conduct of the Engagement
• Y&R is not responsible for conducting an independent examination of the accuracy,
reliability, and completeness of all financial information and other information
that is provided by the Company or that is publicly available. Y&R also relies on
representations from the Management of the Company that they are not aware of
any facts that would cause the information provided to Y&R to be incomplete or
misleading.
• The Feasibility Study Analysis on the Proposed Change of Business Activities has
been prepared using the data and information as disclosed above. Any changes to
such data and information may materially affect the final outcome of Y&R’s
opinion. Accordingly, Y&R is not responsible for any change in the conclusions of
Y&R’s Feasibility Study Report arising from changes to such data and information.
• Y&R does not render an opinion on the tax implications of the Feasibility Study
Report. The services provided by Y&R to the Company are limited to the issuance
of a report on the subject matter, and do not constitute accounting, auditing, or tax
services. Y&R does not conduct a review of the legal validity or tax implications.
• The Feasibility Study Report does not constitute and shall not be construed as, in
any form, a review or audit or the performance of certain procedures on financial
information. The Feasibility Study Report is also not intended to disclose
weaknesses in internal controls, errors, or deviations in financial statements or
violations of law.
(iii) Feasibility Study Methodology
The methods used in preparing the Feasibility Study Report are:
• Collection of primary data from the Company relevant to the Proposed Change of
Business Activities, comprising data on identity, licensing, business plans, and
other data.
• Macroeconomic analysis and industry analysis to evaluate the impact of such
factors on the future performance of the Company.
• Conducting feasibility analysis through market, technical, business model,
management model, and financial aspects of the Proposed Change of Business
Activities.
(iv) Market Feasibility Analysis
The market opportunity for the implementation of the Proposed Change of Business
Activities remains wide open, given that Protelindo and Iforte are companies engaged in the
telecommunications industry services sector in Indonesia which provide digital
infrastructure. The extent of the market opportunity is evidenced by several market
potentials that are targeted by Protelindo and Iforte in 2025.
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(v) Technical Feasibility Analysis
The Proposed Change of Business Activities encompasses new KBLI classifications intended
to accommodate new business opportunities not yet covered by the KBLI classifications
currently held by the Controlled Companies. The addition and adjustment of KBLI
classifications for existing business activities are also in line with the issuance of KBLI 2025.
Protelindo will carry out KBLI activities related to solar panels, while Iforte will carry out
KBLI activities related to base transceiver station (“BTS”) telecommunications tower
leasing, data center services, and microwave network provision.
With respect to the Change of Business Activities to be undertaken by the Controlled
Companies, in principle, they do not depend on raw materials as in manufacturing business
activities, but rather on the availability of core infrastructure, supporting technical
equipment, and human resources with competency in solar panel, BTS telecommunications,
data center, and microwave operations.
In undertaking the Change of Business Activities, in the preliminary operational stage,
Protelindo and Iforte will utilize existing resources, workers, and professional experts. Some
of the KBLI codes to be added, none require special certification, except for the KBLI code
for telecommunications tower leasing, which requires certification for high-altitude work
and high-rise construction work.
(vi) Business Model Feasibility Analysis
The competitive advantage arising from the Proposed Change of Business Activities, from
the unique business model of solar panels in the telecommunications sector, lies in the
transformation of Protelindo’s role from a mere infrastructure provider to a smart energy
manager. A competitive advantage of BTS telecommunications tower leasing lies in the
locations, which are situated in premium areas and equipped with fiber optic connections,
enabling higher data transmission capacity, more stable connections, and lower latency.
Iforte’s competitive advantage regarding the addition of the data center’s KBLI code lies in
the uniqueness of its business model, which operates not as a stand-alone facility operator,
but as part of an already established digital infrastructure ecosystem. This business model
provides added value because data center services can be developed in an integrated
manner with the connectivity, network, and digital infrastructure services already held by
Iforte. The competitive advantage of Iforte’s microwave network services lies in the use of
Cambium Devices, which are known to be reliable and capable of maintaining stable
connections even in adverse weather conditions.
Competitors can readily replicate the services arising from the Change of Business
Activities; however, with the competitive advantages of their respective business models,
Protelindo and Iforte are able to compete with their competitors.
(vii) Management Model Feasibility Analysis
In implementing the Change of Business Activities, the Company (together with the
Controlled Companies) has conducted an evaluation of the current organizational structure
and management model. Management considers that the new business activities to be
carried out remain aligned with the existing business lines and can be accommodated by the
existing divisions. In connection with the foregoing, there is no need to change the
organizational structure or to establish new divisions. Currently, all operational activities,
management, and supervision of the new business activities will be carried out through the
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existing work units, with adjustments to the internal allocation of duties and
responsibilities.
With respect to the addition of KBLI classifications, in principle, these will be supported by
a combination of existing experts experienced in their respective fields, as well as additional
experts to be appointed or recruited in accordance with the requirements of business
development and operations. As of 31 December 2025, the total employees of the Company
Group comprised 1,905 permanent employees and 929 contract employees.
Of all the KBLI additions, the aspect of intellectual property management will be relevant to
KBLI 63102 relating to data center services. With respect to the addition of a new KBLI in
the data center sector, Iforte considers that intellectual property management constitutes
an important component in supporting business development, particularly with respect to
systems, working methods, service designs, technical documentation, operational
processes, and commercial materials used in such business activities.
In its implementation, Iforte will treat intellectual property related to the addition of new
KBLI classifications as business assets to be managed, kept confidential, and used in a
controlled manner in accordance with Iforte’s business interests. The relevant forms of
intellectual property may include, among others, technical design documents, standard
operating procedures, system configurations, service implementation methods, offering
materials, solution designs, supporting software, databases, and other business and
technical information developed or used in business operations.
The scope of the Company Group’s risk management policy encompasses all plans, activities,
business processes, policies, procedures, and individuals within the Company Group. In
managing its risks pursuant to the risk management policy, the Company Group applies ISO
31000:2018 as a reference in conducting the risk management process. The Risk
Management Policy is also reviewed periodically in accordance with, among other matters,
the development of the Company Group’s business and as a result of changes in laws and
regulations.
(viii) Financial Feasibility Analysis
Protelindo and Iforte require dedicated funds to implement the Proposed Change of
Business Activities. Such funding requirements will be met using funds from operational
activities, cash and cash equivalents, and the bank loan facilities of the Company Group that
are not yet withdrawn. The feasibility analysis is conducted using the parameters of Net
Present Value, Average Break Even, Profitability Analysis, and Return on Investment based
on projections for the period from 2025 to 2035. The following sets out the feasibility
analysis of the Change of Business Activities:
Net Present Value : Rp1,324,846 million
Average Break Even : Rp136,069 million (38.41% of revenue for the years 2028-2035)
Profitability Analysis : 41.72% (at the end of the projection period)
Return on Investment : 8.58% (average over the projection period)
(ix) Conclusion
Based on the review and evaluation of market, technical, business model, management
model, and financial analysis, as well as other projections, subject to the fulfillment of the
stipulated assumptions, it can be concluded that the Proposed Change of Business Activities
to be implemented by Protelindo and Iforte is FEASIBLE.
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IV. AVAILABILITY OF EXPERTS IN CONNECTION WITH THE PROPOSED CHANGE OF
BUSINESS ACTIVITIES
In connection with the Proposed Change of Business Activities, Protelindo and Iforte will, in
principle, be supported by a combination of existing experts with experience in their respective
fields, as well as additional experts to be appointed or recruited in accordance with the needs of
business development and operations.
V. EXPLANATION, CONSIDERATIONS, AND REASONS FOR THE PROPOSED CHANGE OF
BUSINESS ACTIVITIES
As a group of companies engaged in the digital infrastructure sector, the Company and its
subsidiaries consistently recognize the need to implement adaptive business strategies tailored
to industry needs which not only align with customer needs while also complementing and
supporting the existing group’s business ecosystem aiming for delivering value to the group and
its stakeholders.
The Company and its subsidiaries, in delivering reliable integrated solutions to their customers,
continuously diversify their services and synergize their assets over time, while improving
operational efficiency within the group to ensure the long-term growth of the Company and its
subsidiaries.
In line with such developments, the management of the Company and its subsidiaries are
considering the expansion of their line of business and services offered by its subsidiaries,
particularly Protelindo and Iforte, aligning with customor needs as well as complementing and
supporting the existing group’s business ecosystem.
A. Plan for the Addition of Business Activities of Protelindo:
Set out below are the explanations and considerations/reasons for the addition of Business
Activities by Protelindo as described in Chapter I of this Disclosure of Information:
1. KBLI 77399 (Rental and Leasing of Machinery, Equipment, and Other Tangible Goods Not
Elsewhere Classified)
This business activity is added to support the development of Protelindo's core business
activity as an infrastructure provider, particularly in the leasing of telecommunications
equipment (including active equipment, power systems, etc.) and the provision of
infrastructure sharing services (beyond tower).
This addition is also intended to accommodate Protelindo’s potential future business
expansion, including in active sharing schemes (such as equipment sharing and power
sharing) and equipment leasing activities to operators as well as enterprise customers,
while simultaneously providing the flexibility to monetize non-tower assets held by the
Company. This addition is in line with the direction of the Company's transformation from
a tower company into a digital infrastructure provider.
2. KBLI 35120 (Electric Power Generation from Renewable Energy Sources)
This business activity is added to support the fulfillment of energy requirements for tower
sites (BTS) as well as edge data centers or micro data centers. Furthermore, such business
model is expected to reduce dependence on conventional energy sources, thereby
improving the Company's long-term operational cost efficiency. The development of this
business model is also deemed to potentially deliver renewable energy solutions through
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the deployment of solar panels at tower sites and the development of hybrid energy
systems combining solar energy with battery systems, in line with sustainability principles
(ESG).
3. KBLI 35151 (Operation of Electric Power Supply Facility)
By adding this business activity, the Company is expected to be capable of managing
internal electricity systems going forward, including power systems at BTS sites and
electricity distribution between devices as well as between sites, as required to support
the development of energy-based business models, such as managed energy services and
power leasing schemes to tenants.
The inclusion of this business activity enables Protelindo to expand its role into an
integrated power service provider for operators.
4. KBLI 35152 (Operation of Electric Power Utilization Facility)
The addition of this business activity is aimed at enabling Protelindo to operate or manage
the utilization of electrical power for telecommunications infrastructure and digital
systems (including edge computing and the Internet of Things (IoT)), which is expected to
improve energy utilization efficiency and ensure operational reliability and network
availability. This addition is expected to further strengthen Protelindo's position as a
critical infrastructure operator with end-to-end energy management capabilities.
5. KBLI 35159 (Other Electricity Supporting Activities)
The addition of this business activity is intended to accommodate ancillary activities
required by Protelindo in the conduct of its business activities, such as energy system
maintenance, smart energy management services (including energy consumption
monitoring and optimization), and the provision of consultancy and engineering services
for power systems. It is also intended to provide Protelindo with the flexibility to develop
new business model innovations in the future, including the development of an energy
management platform as well as the implementation of smart grid systems and remote
monitoring, capable of supporting the development of an energy ecosystem within
Protelindo's tower business.
6. KBLI 43211 (Electrical Installation)
The addition of this business activity is intended to address the needs for the construction
of electrical infrastructure for towers, as well as for the integrated development of fiber
and power. This new business model is considered capable of reducing dependence on
third-party contractors and accelerating the network rollout process (through the
utilization of electrical system installations and the integration of electricity supply for
fixed wireless access (FWA) and fiber nodes), thereby enabling improvements in cost
efficiency, operational efficiency, and infrastructure quality.
B. Plan for the Addition of Business Activities of Iforte:
Set out below are the explanations and considerations/reasons for the addition of Business
Activities by Iforte as described in Chapter I of this Disclosure of Information:
1. KBLI 64210 (Activities of Holding Companies)
Considering that Iforte’s business activities involve holding company activities,
particularly to conduct business activities that support main business activities, it is
necessary to add KBLI 64210 relating to Activities of Holding Company.
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2. KBLI 63102 (Provision of Infrastructure for Computing, Hosting, and Related Activities)
As part of the business development effort to build an integrated digital infrastructure
ecosystem, and in line with evolving market requirements and the acceleration of digital
transformation, business expansion into the digital infrastructure sector is being pursued
through Iforte, particularly in connectivity services, fiber optic networks, and other digital
supporting services. To comprehensively complete such business ecosystem, Iforte
considers it necessary to add a dedicated data center business unit as one of the pillars of
its business strategy.
3. KBLI 61102 (Wireless Telecommunications Activities)
The refinement from KBLI 2020 to KBLI 2025 encompasses changes in the number of
business categories and adjustments to economic activity codes. One such change relates
to the amendment to the KBLI code for Wireless Telecommunications Activities, whereby
under KBLI 2020, such business activity was already included under KBLI 61100 relating
to Wired Telecommunications Activities. Under KBLI 2025, such business activity has
been separated into a new KBLI code, namely KBLI 61102, relating to Wireless
Telecommunications Activities.
4. KBLI 77399 (Rental and Leasing of Other Machinery, Equipment, and Tangible Goods Not
Elsewhere Classified)
This activity constitutes the tower leasing business currently conducted by Iforte as a
supporting business activity. Although such activity has remained a supporting activity to
date, the addition of KBLI 77399 is undertaken as a precautionary measure to
accommodate the potential development of Iforte’s tower leasing business activity in the
future.
VI. IMPACT OF THE PROPOSED CHANGE OF BUSINESS ACTIVITIES ON THE FINANCIAL
CONDITION OF THE COMPANY
The following sets out the impact on the financial performance of the Company arising from the
Proposed Change of Business Activities:
• Total revenue from the Proposed Change of Business Activities during the years 2026–2035
amounts to 26% of the Company’s revenue as at 31 December 2025. Such revenue will
constitute added value for the Company on a Consolidated basis.
• The average net profit margin from the Proposed Change of Business Activities for the years
2025–2035 is 37%. Such profit will constitute added value for the Company on a
Consolidated basis.
• The value of cash and cash equivalents from the Proposed Change of Business Activities at
the end of the projection period is recorded at 61% of the Company’s cash and cash
equivalents as at 31 December 2025. Such cash and cash equivalents will constitute added
value for the Company on a Consolidated basis
• The total asset value from the Proposed Change of Business Activities at the end of the
projection period is recorded at 2% of the Company’s total assets as at 31 December 2025.
Such total assets will constitute added value for the Company on a Consolidated basis.
The Company is of the view that the Proposed Change of Business Activities can have a positive
impact on the financial condition of the Company, support long-term growth, and deliver added
value to Protelindo, Iforte, the Company, and its shareholders.
16
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VII. EGMS
Pursuant to Article 22 paragraph (1) letter a of POJK 17/2020, the Company will seek shareholder
approval at the EGMS to be held on the following schedule, in accordance with the provisions of POJK
15/2020 and POJK 14/2025:
Day/Date : Wednesday, 20 May 2026
Time : 14:00 WIB - conclusion
Venue : Bali Room, Hotel Indonesia Kempinski Jakarta, Jl
Jl. M.H. Thamrin No. 1, Jakarta Pusat 10310.
EGMS Agenda Item :` Approval of the plan for the addition of business activities of PT
relating to the Profesional Telekomunikasi Indonesia and PT Iforte Solusi Infotek,
Proposed Change of both of which are Controlled Companies of the Company, including
Business Activities deliberation of the Feasibility Study Report from the Independent
Appraisal Firm, as regulated under Regulation of the Financial Services
Authority No. 17/POJK.04/2020 on Material Transactions and Changes
in Business Activities.
Pursuant to the Company’s Articles of Association, a GMS may be held subject to the following
conditions:
a. A GMS may be convened if in the GMS more than 1/2 (half) of the total shares with voting rights
are present or represented, and GMS resolutions shall be valid if approved by more than 1/2 (half)
of the total number of shares with voting rights present in the GMS.
b. In the event that the attendance quorum for the first GMS above is not achieved, a second GMS
may be convened if the GMS is attended by at least 1/3 (one-third) of the total shares issued by
the Company with valid voting rights and approved by more than 1/2 (one-half) of the total votes
validly cast at the GMS.
c. In the event that the attendance quorum for the second GMS is not achieved, a third GMS may be
held on the condition that the third GMS is valid and entitled to adopt resolutions if attended by
shareholders holding shares with valid voting rights in the attendance quorum and resolution
quorum as determined by OJK, upon the Company’s request.
For reference, the following sets out the key dates for the conduct of the EGMS:
No. Description Date
1. Notification of EGMS Agenda to OJK 27 March 2026
2. Announcement of the EGMS and Disclosure of Information 6 April 2026
3. EGMS Recording Date 20 April 2026
4. Invitation of the EGMS 21 April 2026
5. EGMS 20 May 2026
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VIII. ADDITIONAL INFORMATION
Shareholders of the Company who require more detailed information regarding this Disclosure of
Information are advised to contact the Company at the following details:
PT Sarana Menara Nusantara Tbk
Head Office Branch Office
Jl. Jend. A. Yani No. 19A Menara BCA, 55th Floor
Kudus, Indonesia Jl. M.H. Thamrin No. 1
Phone. +62 291 431691 Jakarta 10310
Fax. +62 291 431718 Phone. +62 21 23585500
E-mail: corpsec@ptsmn.co.id Fax. +62 21 23586446
Website: www.ptsmn.co.id
Jakarta, 6 April 2026
Board of Directors
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STRUKTUR DAFTAR PEMEGANG SAHAM
Shareholders Structure
SWH VRH
272.593 378.293
Saham | Shares Saham | Shares
(25%) (33,333%)
RSH MBH
272.593 378.292
Saham | Shares Saham | Shares
(25%) CGS TMG (33,333%)
TND 8.625.528 8.977.592 AWH
272.593 278.041
Saham | Shares Saham | Shares Saham | Shares Saham | Shares
SINGKATAN | ABBREVIATIONS
(25%) (49%) (51%) (24,500%)
SWH : Stefanus Wijaya Hartono VAR AKH
272.593 33.417
RSH : Roberto Setiabudi Hartono Saham | Shares Saham | Shares
TND : Tessa Natalia Damayanti Hartono Publik | Public Publik | Public Publik | Public Treasury Shares SAI DIA
(25%) (2,945%)
VAR : Vanessa Ratnasari Hartono 2,67% 0,05% 19.550.871.075 990.296.554 26.764.246.165 11.792.689.937 JCH
33.417
VRH : Victor Rahmat Hartono Saham | Shares Saham | Shares Saham | Shares Saham | Shares
Saham | Shares
MBH : Martin Basuki Hartono (33,08%) (1,68%) (45,29%) (19,95%)
(2,945%)
AWH : Armand Wahyudi Hartono MKH
AKH : Alicia Katrina Hartono 33.417
SMN
0,00001% 0,00000002% Saham | Shares
JCH : Jacqueline Chiara Hartono
(2,945%)
MKH : Marco Krisna Hartono 58.322.620.186
Saham | Shares FAS
SMN : PT Sarana Menara Nusantara Tbk.
(99,999999998%) 1
CGS : PT Caturguwiratna Sumapala Saham | Shares
TMG : PT Tricipta Mandhala Gumilang (0,000000002%)
FAS : Ferdinandus Aming Santoso Protelindo
SAI : PT Sapta Adhikari Investama
51% 97,33% 99,9999% 0,04% 0,01% 99,99999998%
DIA : PT Dwimuria Investasi Andalan
99,95% 99,96%
IGI : PT iForte Global Internet IK STP IBS iForte IEN DNT KIN
99,99995% 99,99%
KIN : PT Komet Infra Nusantara
40%
DNT : PT Darmanusa Tritunggal
QTR : PT Quattro International 80% 98,212% 1,787% 0,001%
GTP : PT Global Telekomunikasi Prima DATA IGPU GTP
IK : PT Istana Kohinoor
PMP : PT Protelindo Menara Permata
SIP : PT Sarana Inti Persada
99,98% 0,00005% 0,0023% 30%*
PT : PT Platinum Teknologi
0,02% 99,9977%
BWA : PT Broadband Wahana Asia PMP GIK IGI BMG
GDP : PT Gema Dwimitra Persada 23,65%
BIT : PT BIT Teknologi Nusantara 76,35%
RA : PT Rekajasa Akses PT
GIK : PT Global Indonesia Komunikatama
IEN : PT Iforte Energi Nusantara 99,99996% 0,00004%
QTR
VTS : PT Varnion Technology Semesta
IPI : PT iForte Payment Infrastructure
IKS : PT Integra Kreasitama Solusindo
99,87%
IGPU : PT Iforte Gilang Pertiwi Utama
0,13%
NUSA : PT Media Antar Nusa SIP 60% 60% 81,30% 23,72% 51% 30%
BMG : PT Bach Multi Global
ATMI : PT Abadi Tambah Mulia Internasional VTS IKS IPI ATMI NUSA IAI
DATA : PT Remala Abadi Tbk 0,0012%
IAI : PT Iforte Artificial Intelligence Solutions 99,9999% 0,0001%
Protelindo : PT Profesional Telekomunikasi Indonesia GDP BIT
iForte : PT iForte Solusi Infotek
99,9988%
STP : PT Solusi Tunas Pratama Tbk
IBS : PT Inti Bangun Sejahtera Tbk 99,99%
0,01%
BWA
Keterangan | Notes:
* Merujuk pada Keputusan Para Pemegang Saham PT Bach Multi Global (“BMG”) tanggal 8 Januari 2026,
PT Global Telekomunikasi Prima telah ditetapkan menjadi pengendali BMG. 75%
* Referring to the Resolution of the Shareholders of PT Bach Multi Global (“BMG”) dated 8 January 2026,
PT Global Telekomunikasi Prima has been designated as the controlling shareholder of BMG. RA
Names mentioned 72 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×4
unresolved
person
H. Thamrin
p.1 ×3
unresolved
org
PT Iforte Solusi Infotek. KBLI
p.2
unresolved
org
Pusat Statistik
p.2
unresolved
org
Rosye dan Rekan
p.2 ×2
unresolved
org
Bapepam
p.2 ×2
unresolved
org
Indonesia Stock Exchange
p.4
unresolved
person
Christina Dwi Utami
· Notaris
p.4 ×9
unresolved
org
Minister of Law and Human Rights
p.4 ×9
unresolved
org
Minister of Law
p.4 ×4
unresolved
org
PT Raya Saham Registra
p.5
unresolved
org
PT Sapta Adhikari Investama
p.5 ×3
unresolved
org
PT Dwimuria Investama Andalan
p.5
unresolved
org
Minister of Law and Human
p.5
unresolved
person
Hildayanti
· Notaris
p.7
unresolved
org
PT Prisma Sentra Telekomunikasi
p.8
unresolved
person
Buntario Tigris Darmawa
· Notaris
p.8
unresolved
org
Minister of Justice
p.8
unresolved
person
Notary Caesaria Dhamayanti
· Notaris
p.8 ×6
unresolved
org
PT Sarana Menara
p.9
unresolved
org
Minister of Finance
p.10
unresolved
person
Rosye Yunita
p.10
unresolved
org
PT Caturguwiratna Sumapala
p.19
unresolved
org
PT Tricipta Mandhala Gumilang
p.19
unresolved
org
PT Dwimuria Investasi Andalan
p.19
unresolved
org
PT Darmanusa Tritunggal QTR
p.19
unresolved
org
PT Istana Kohinoor PMP
p.19
unresolved
org
PT Protelindo Menara Permata SIP
p.19
unresolved
org
PT Sarana Inti Persada
p.19
unresolved
org
PT Platinum Teknologi
p.19
unresolved
org
PT Broadband Wahana Asia
p.19
unresolved
org
PT Gema Dwimitra Persada
p.19
unresolved
org
PT Rekajasa Akses
p.19
unresolved
org
PT GIK
p.19
unresolved
org
PT Global Indonesia Komunikatama IEN
p.19
unresolved
org
PT Varnion Technology Semesta IPI
p.19
unresolved
org
PT Integra Kreasitama Solusindo
p.19
unresolved
org
PT Media Antar Nusa
p.19
unresolved
org
PT Bach Multi Global ATMI
p.19
unresolved
org
PT Abadi Tambah Mulia Internasional
p.19
unresolved
org
Remala Abadi Tbk
p.19 ×2
unresolved
org
PT Iforte Artificial Intelligence Solutions
p.19
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