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DISCLOSURE OF INFORMATION TO SHAREHOLDERS
("DISCLOSURE OF INFORMATION")
THIS DISCLOSURE OF INFORMATION 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 DISCLOSURE OF INFORMATION 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
Business Activities
Internet Service Provider, Cable Telecommunications, Holding Company, Hosting, Computer Consulting and Other
Computer Facilities Management Services
Domiciled in Tangerang Selatan, Indonesia
Address
Jalan Rempoa Raya No. 11
East Ciputat, South Tangerang, Banten,
Indonesia, 15412
Phone: (+62)2173882525; (+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.
IN THE EVENT OF ANY DOUBT REGARDING ANY ASPECT OF THIS 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 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 DISCLOSURE OF INFORMATION TO BE FALSE AND/OR MISLEADING.
This Disclosure of Information was published in Jakarta on 16 March 2026
Board of Directors of the Company
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I. DEFINITION
In this Disclosure of Information, unless the context of the sentence requires otherwise, the
phrases in this section have the following meanings:
Articles of Association refer to the Articles of Association of the Company as of the date of
Disclosure of Information, namely Deed No. 57 dated 23 March 1994, executed before
Soekami S.H., Notary in Jakarta, as last amended by Deed No. 118 dated 25 October 2023,
executed before Jose Dima Satria, S.H., M.Kn., Notary in Jakarta.
BEI or IDX means PT Indonesia Stock Exchange.
Board of Commissioners means the Board of Commissioners of the Company.
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
business activities 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 Banten, Indonesia.
Delisting means the removal of securities from the list of securities listed on the IDX in
accordance with BEI Regulation No. I-N.
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.
Independent 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 Independent EGMS (at a time to be determined).
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 Independent EGMS. Juncto means in conjunction with. 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 the Information on the Go Private and Delisting Plan section of this Disclosure of Information. OJK means the Financial Services Authority, an independent institution, which has functions, duties, and authorities for regulating, supervising, auditing, and investigating in the Capital Market, Insurance, Pension Fund, Finance Institutions and other Financial Services Institutions sectors as referred to in Law No. 21 of 2011 dated 22 November 2011 (concerning the Financial Services Authority which is a successor body to the Capital Market Supervisory Agency and Financial Institutions which came into force since December 31, 2012). 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 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 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 Board of Directors 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 Independent EGMS, which will be carried out based on the
quorum provisions and decision-making procedures as described in this 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 Disclosure of Information
This Disclosure of Information 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 met to carry out the Go Private and
Delisting Plan; and
• Information on the procedure for voting in the Independent EGMS in connection with the
Go Private and Delisting Plan.
C. Overview of the Go Private and Delisting Plan
The Independent EGMS to approve the Go Private and Delisting Plan is scheduled for
Wednesday, 22 April 2026.
The Company will also hold an Independent EGMS electronically through the KSEI Electronic
General Meeting System (eASY.KSEI) application, based on POJK 14/2025.
In the event that the approval of the Independent 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 BEI;
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.
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.
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Based on POJK 45/2024 juncto POJK 15/2020, in order to protect the interests of the Public
Shareholders, the implementation of the Go Private and Delisting Plan must obtain the
approval of the Independent Shareholders at an Independent EGMS and attended by the
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 valid voting shares issued by the
Company and/or their valid proxies, and a valid decision if approved by shareholders
representing more than 2/3 (two-thirds) of the total number of voting shares present or
validly represented at the EGMS. Given that amendments to the Company's Articles of
Association are contingent upon the approval of the Go Private and Delisting Plan, in the event
that the quorum and approval for the Go Private and Delisting Plan are not obtained, the
Company will not proceed with the discussion of amendments to the Company's Articles of
Association.
The Go Private and Delisting Plan is valid if approved by the Independent Shareholders
representing more than 1/2 (one-half) of the total number of the Shares with the legal voting
rights held by the Independent Shareholders.
In the event that the quorum of attendance of the first Independent EGMS as referred above
is not met, the second Independent 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 Independent 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 Independent EGMS may be held no earlier than 10 (ten) days and no later than
21 (twenty-one) days after the first Independent EGMS is held.
In the event that the attendance quorum for the second Independent EGMS as referred above
is also not met, a third Independent 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 Independent 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 Independent EGMS.
D. VOLUNTARY TENDER OFFER AND TENDER OFFER PRICE
In the event that the Go Private and Delisting Plan is approved by the Independent 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").
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 No. 45/2024, where the Offering Price will be higher
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than the highest average daily trading price on the IDX in the last 90 (ninety) days prior to the
announcement of Independent 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.
Public Shareholders should be aware that if the Go Private and Delisting Plan is approved at
the Independent EGMS, then:
(i) Public Shareholders who sell their Shares in scripless form during the Voluntary
Tender Offer will only be subject to a tax levy of 0.1% of the proceeds from the sale,
or 0.6% in the case of Shares sold being founder Shares; and
(ii) Public Shareholders who are unwilling to sell their Shares in the Voluntary Tender
Offer will retain their status as shareholders of the private company. Thus, these
Public Shareholders will no longer be able to sell their shares through the IDX
mechanism. If Public Shareholders wish to sell their Shares after the Company's
Shares are no longer listed on the IDX, the Public Shareholders may be subject to
income tax on the proceeds from the sale of Shares in accordance with applicable tax
regulations, which currently impose a fixed tax rate of 22% for companies and a
progressive tax rate with a maximum tax rate of 35% for individuals. If the Public
Shareholder is not an Indonesian resident, the sale of the Company's Shares that are
no longer listed on the IDX may be subject to income tax of 20% of the sale price,
unless exempted under the applicable Double Taxation Avoidance Agreement (P3B).
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.
III. INFORMATION ON THE GO PRIVATE AND DELISTING PLAN
A. The Party Conducting the Voluntary Tender Offer
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 ("Party Conducting the Voluntary Tender Offer").
In accordance with the memorandum and articles of association, the business activities of the
Party Conducting the Voluntary Tender Offer are engaged in the digital infrastructure
provision industry.
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, so that the Company's
business activities 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;
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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 business activities,
including in efforts to carry out efficiency, business development, and business
restructuring (if necessary);
d. The Company's shares are not actively traded on the IDX; and
e. 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
Independent EGMS for the change in the Company's status from a public company to
a private company, held on March 16, 2026, as stipulated in Article 36 of POJK
45/2024).
Through the Go Private and Delisting Plan, the Public Shareholders have the opportunity to
sell their shares at the Offering Price while still referring to the applicable legal provisions.
IV. INFORMATION ON THE COMPANY
A. Brief History of the Company
PT Indointernet Tbk (the "Company") was established on 23 March 1994 based on the
Notary Deed No. 57 executed before Soekami, S.H. The deed of establishment has been
ratified by the MOL based on Decree No. C2-10.436.HT.01.01.TH.94 dated 7 July 1994 and
has been announced by the MOL announced in the State Gazette of the Republic of
Indonesia No. 91, Supplement No. 9173 dated 15 November 1994.
The Company's Articles of Association have undergone several amendments. The most
recent amendment relates to a stock split, as set forth in Notarial Deed No. 118 dated 25
October 2023, executed before Jose Dima Satria, S.H., M.Kn. Such amendment were
notified to the MOL via the Acknowledgement of Receipt of Notification of Amendments
to the Articles of Association No. AHU-AH.01.03-0133426 dated 26 October 2023 (“Deed
No. 118/2023”).
At the time of the issuance of this Disclosure of Information, the Company is domiciled in
and headquartered at Jalan Rempoa Raya No. 11, Ciputat, South Tangerang, Indonesia.
B. The Company's Business Activities
In accordance with Article 3 paragraph (2) of the Company's Articles of Association, the
scope of the Company's main business activities includes the field of Internet Service
Provider (ISP), telecommunication activities with cables, hosting activities and related
activities, computer consulting activities and other computer facility management, as well
as satellite telecommunication activities. The Company’s supporting business activity is
the activity of holding company.
The Company commenced its commercial business activities in April 1994.
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Until the issuance of this Disclosure of Information, 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 business activities in accordance with the Company's Articles of Association
by expanding the scope of business by providing integrated data centers and cloud
providers.
C. Subsidiaries of the Company
Until this Disclosure of Information is issued, the Company has subsidiaries owned directly
and indirectly, with the following details:
Ownership
Subsidiary Entities Domicile Business Activities
(%)
Direct Ownership
Hosting activities (data
storage on servers) and
related activities,
PT Digital Gayana
Jakarta information technology 99,99%
Ekaprana
services and other
computer consultancy
services
Hosting activities (data
storage on servers) and
related activities,
PT Digital Gayana
Jakarta information technology 99,99%
Ekagrata
services and other
computer consultancy
services
Hosting activities (data
PT Ekagrata Data
Jakarta storage on servers) and 99,83%
Gemilang
related matters
Trade, information,
South
PT Net Soft (“NS”) communication and 99,52%
Tangerang
services
Information technology
PT Wiratapura Indo services and other
Bandung 60,00%
Parahyangan computer consultancy
services
Indirect Ownership
Through NS
Other telecommunications
Fast Speed Network and bandwidth
Singapore 100,00%
Pte. Ltd communication service
providers
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D. Capital Structure and Shareholder Composition
The Company's capital structure on the date of this 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
Based on the Shareholder Registry as of 9 March 2026, 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 DE 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%
Quantity 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 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
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F. Overview of Important Financial Data
Financial Position Report
(Expressed in millions of IDR)
Financial Position
31 December 2025 31 December 2024 31 December 2023
Report
Current Assets 902,606 623,422 583,322
Non-Current Assets 4,552,401 2,888,411 2,140,051
Number of Assets 5,455,007 3,511,833 2,723,373
Short-Term Liability 1,187,654 658,269 681,223
Long-Term Liability 2,437,807 1,144,615 570,809
Amount of Liability 3,625,461 1,802,884 1,252,032
Equity 1,829,546 1,708,949 1,471,341
Total Liabilities and
5,455,007 3,511,833 2,723,373
Equity
(Expressed in millions of IDR)
Income Statement 31 December 2025 31 December 2024 31 December 2023
Revenue and Sales 842,117 1,016,826 950,409
Gross Operating 400,424
422,909 424,421
Profit
Operating Profit 145,726
276,483 323,889
(Loss)
Comprehensive 120,597
237,608 259,811
Income (Loss)
Earnings (Loss) Per
0.000060 0.000115 0.000125
Base Share
V. INDEPENDENT EGMS
A. Background
The Independent EGMS on the Go Private and Delisting Plan will be held on Wednesday,
April 22, 2026.
The Company will also hold an Independent 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 Independent
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.
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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
Independent EGMS no later than 1 (one) Business Day before the date of the Independent
EGMS, which is on Tuesday, April 21, 2026, at 16.00 Western Indonesia Time.
Independent Shareholders or their proxies who wish to attend the Independent EGMS are
required to sign an Independent Shareholder Statement which can be obtained on the
Company's website.
The announcement of the Independent EGMS, together with a summary of the Disclosure
of Information, was published on 16 March 2026 on the IDX website, the website of PT
Kustodian Sentral Efek Indonesia ("eASY.KSEI"), and the Company's website, as well as
through 2 (two) Indonesian-language newspapers, Harian Terbit and Link Bisnis.
The invitation to attend the Independent EGMS is planned to be announced through the
IDX website, the eASY.KSEI website, and the Company's website, and is planned to be
announced through 2 (two) Indonesian-language newspapers on 31 March 2026.
The Shareholders who are entitled to attend the Independent EGMS are the shareholders
whose names are recorded in the Company's Shareholder Registry on the Recording Date.
B. Agenda for the Independent EGMS
Agenda of the Independent EGMS: Approval of the Go Private and Delisting Plan, which
includes:
1. Approval of the 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 of authority to the Company's Board of Directors to take all necessary
actions in the implementation of the Go Private and Delisting Plan.
2. 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.
C. Requirements According to Laws and Regulations for Independent 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 Independent EGMS is as follows:
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Agenda of the Independent EGMS: 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 Independent 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.
Quorum Requirements
If the quorum in the Independent EGMS to make decisions is not reached, the Company
may hold the second and third Independent EGMS with the following attendance and
decision-making requirements:
(i) Second Independent EGMS
The second Independent 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 Independent 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 Independent EGMS.
(ii) Third Independent EGMS
In the event that the quorum of the second Independent EGMS as referred above is not
reached, then the third Independent EGMS may be held with the condition that the
third Independent 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 Independent 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 Independent EGMS.
VI. LEGAL OUTSTANDING
Currently, there are no material legal issues affecting the Company and/or claims from third
parties against the Company.
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.
Page 14
VII. ESTIMATED 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 Independent EGMS Agenda to OJK 09 March 2026
2. Announcement of Independent EGMS and Disclosure of 16 March 2026
Information of Go Private and Delisting Plan
3. DPS date of the Shareholders who are entitled to attend / 30 March 2026
Recording Date
4. Invitation of Independent EGMS 31 March 2026
5. Independent 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
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 04 July 2026
13. Estimated approval of the MOL on amendments to the Company's July 2026
articles of association
14. Estimated application for the effective revocation of the Registration 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 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 August 2026
IDX
17. Estimation on cancellation of collective custody by KSEI August 2026
Page 15
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:
Corporate Secretary
Jalan Rempoa Raya No.11
East Ciputat, South Tangerang, Banten
Indonesia, 15412
Phone: (+62) 2173882525; +(62) 2127555222
Website: www.indonet.co.id
Email: corporate.secretary@indonet.id
Names mentioned 23 people and organisations named in the text · linked when the evidence is strong
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INDONESIA STOCK EXCHANGE
p.1 ×3
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org
FINANCIAL SERVICES AUTHORITY
p.1 ×3
unresolved
person
Soekami S.H.
· Notaris
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unresolved
person
Jose Dima Satria
· Notaris
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unresolved
org
PT Indonesia Stock Exchange. Board
p.2
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government of the Republic of Indonesia
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unresolved
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Minister of Law
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Minister of Law and Legislation
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Minister of Justice and Human Rights
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Rintis
p.3
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Rianto & Rekan
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PT Adimitra Jasa Korpora
p.4 ×3
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PT Digital Gayana
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PT Ekagrata Data
p.9
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PT Net Soft
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PT Wiratapura Indo
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unresolved
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Pte. Ltd
p.9
unresolved
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SPVI Limited
p.10
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.12
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