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20260930_TOWR_Laporan Informasi dan Fakta Material_32161976_lamp2.pdf
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Unofficial Translation
DISCLOSURE OF INFORMATION TO SHAREHOLDERS
IN CONNECTION WITH THE PROPOSED SHARE BUYBACK BY THE COMPANY UNDER
SIGNIFICANTLY FLUCTUATING MARKET CONDITIONS
(“DISCLOSURE OF INFORMATION”)
This Disclosure of Information is made and intended to comply with the Financial Services Authority
(Otoritas Jasa Keuangan/“OJK”) Regulation No. 13 of 2023, OJK Regulation No. 29 of 2023, and OJK
Letter No. S-112/D.04/2026 dated 9 September 2026 concerning Implementation Policies for Buyback
of Shares Issued by Public Companies Under Significantly Fluctuating Market Conditions.
The Board of Directors and Board of Commissioners of PT Sarana Menara Nusantara Tbk, jointly and
severally, are fully liable for the completeness and accuracy of all material facts or information
contained in the disclosure of information as set forth in this Disclosure of Information, and having
conducted a reasonable examination, confirms that to the best of their knowledge and conviction, there
are no material facts and information that have been deliberately omitted or undisclosed in this
Disclosure of Information that would render the information hereunder incorrect and/or misleading.
Should you have any difficulty in understanding the information or require clarification regarding
context or information set out under this Disclosure of Information, you are advised to consult with a
securities broker, investment manager, legal advisor, public accountant or any other professional
advisors.
PT Sarana Menara Nusantara Tbk
(the “Company”)
Main Business Activities:
Engaged in the field of telecommunications central construction, holding company activities, and
other management and business consulting activities
Domiciled in Kudus, Indonesia
Head Office: Branch Office:
Jl. Jend. A. Yani No. 19A, Kudus Menara BCA, 55th Floor
Central Java 59317 Jl. M.H. Thamrin No. 1
Tel. +62 291 431691 Jakarta 10310
Fax. +62 291 431718 Tel. +62 21 23585500
Fax. +62 21 23586446
E-mail: corpsec@ptsmn.co.id
Website : www.ptsmn.co.id
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Unofficial Translation
I. INTRODUCTION
In connection with the Company's plan to buy back shares and with the determination of significantly
fluctuating market conditions pursuant to OJK Letter No. S-112/D.04/2026 dated 9 September 2026
concerning Implementation Policies for Buyback of Shares Issued by Public Companies Under
Significantly Fluctuating Market Conditions (“OJK Letter No. S-112/D.04/2026”), through this
Disclosure of Information, the Company hereby informs its plan to buy back the Company's shares that
have been issued and listed on the Indonesia Stock Exchange (“IDX”) (“Share Buyback”) which shall
be conducted in accordance with the following regulations:
1. OJK Regulation No. 13 of 2023 concerning Policies to Maintain Capital Market Performance and
Stability under Significantly Fluctuating Market Conditions (“OJK Regulation No. 13/2023”);
2. OJK Regulation No. 29 of 2023 concerning Buyback of Shares Issued by Public Companies (“OJK
Regulation No. 29/2023”); and
3. OJK Letter No. S-112/D.04/2026.
The estimated schedule, cost of Share Buyback, and estimated nominal value of all shares for buyback
are as described below. In accordance with OJK Letter No. S-112/D.04/2026 and OJK Regulation No.
13/2023, the Company's Share Buyback plan can be carried out without obtaining approval from the
Company's general meeting of shareholders.
II. INFORMATION REGARDING THE SHARE BUYBACK PROGRAM
In compliance with OJK Regulation No. 13/2023, the Company hereby conveys the following Disclosure
of Information:
A. Estimated Schedule, Cost of Share Buyback, and Estimated Nominal Value of All Shares for
Buyback
Estimated Schedule
1. Submission of Disclosure of Information to the OJK and 30 September 2026
IDX regarding the Share Buyback Plan
2. Estimated Schedule for Share Buyback Period 30 September 2026 – 30
December 2026
The Company may terminate the Share Buyback period before the time limit specified above if
the cost of the share buyback and/or the target nominal value of all shares for buyback has been
met, or for other reasons at the Company's discretion, with due regard to the provisions of the
applicable laws and regulations. The Company shall make a disclosure of information concerning
the termination of the Share Buyback.
Estimated Cost of Share Buyback
The Company estimates that the cost of the Share Buyback (excluding transaction costs,
brokerage commissions, and other costs related to the Share Buyback) shall be a maximum of
IDR500,000,000,000 (five hundred billion Rupiah).
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Unofficial Translation
Estimated Nominal Value of All Shares for Buyback
For Share Buyback, the estimated nominal value of all shares for buyback by the Company shall
be approximately 2% (two percent) of the Company's issued and paid-up capital, or equivalent to
approximately 1,183,151,916 (one billion one hundred eighty-three million one hundred fifty-one
thousand nine hundred sixteen) shares.
B. Management Discussion and Analysis Regarding the Impact of the Proposed Share Buyback
on the Company's Business Activities and Future Growth, Estimated Decline in Company
Revenue as a Result of Share Buyback and Impact on Company Financing Expenses
The Company believes that the implementation of the proposed Share Buyback will not have a
material impact on the Company's revenue, business activities, and financial performance. The
Company's Share Buyback shall utilize the Company's internal funds and shall be carried out by
taking into account the Company's financial condition, working capital requirements, and
sufficient funding sources. This Share Buyback is expected to maintain share price stability in the
future and provide flexibility to achieve a more efficient capital structure.
C. Proforma of the Company’s Earnings Per Share after Implementing the Proposed Share
Buyback (taking into account the Decrease in Revenue)
The Company's Pro Forma Earnings Per Share (“EPS”) after implementing proposed Share
Buyback will increase due to the reduction in the number of outstanding shares. Below are the
movements of several financial indicators, including the Company’s Earnings per Share before
and after the implementation of the Share Buyback:
Expressed in billions of Rupiah
Financial Indicators 30 June 2026 Pro Forma Impact
Asset 81,842 81,342 (500)
Equity 29,088 28,588 (500)
Net Profit Attributable 1,857 1,857 -
to Owners of the
Parent
EPS (full amount) 31.91 32.57 0.66
Assumption: The Share Buyback will be for a maximum amount of IDR500,000,000,000 (five
hundred billion Rupiah) or equivalent to approximately 1,183,151,916 (one billion one hundred
eighty-three million one hundred fifty-one thousand nine hundred sixteen) shares.
D. Method of Share Buyback and Restriction on Share Price for Share Buyback
The method of, and share price restrictions in, implementing the Share Buyback shall be carried
out by the Company in accordance with the provisions of OJK Regulation No. 29/2023.
The Company shall appoint PT BCA Sekuritas to conduct the Share Buyback during the Share
Buyback period with due regard to applicable laws and regulations.
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Unofficial Translation
E. The Company’s Share Buyback Implementation Period
The Share Buyback shall be implemented within a maximum period of 3 (three) months following
submission of this disclosure of information to the OJK and IDX, i.e., starting from 30 September
2026 until 30 December 2026, subject to early termination by the Company.
III. ADDITIONAL INFORMATION
Shareholders requiring additional information may contact the Company during office hours at the
following address:
Corporate Secretary
PT Sarana Menara Nusantara Tbk
Head Office: Branch Office:
Jl. Jend. A. Yani No. 19A, Kudus Menara BCA, 55th Floor
Central Java 59317 Jl. M.H. Thamrin No. 1
Tel. +62 291 431691 Jakarta 10310
Fax. +62 291 431718 Tel. +62 21 23585500
Fax. +62 21 23586446
E-mail: corpsec@ptsmn.co.id
Website : www.ptsmn.co.id
Jakarta, 30 September 2026
The Company’s Board of Directors
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