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20251215_TLKM_Laporan Informasi dan Fakta Material_32013142_lamp1.pdf
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Number : Tel.128/LP 000/COP-K0000000/2025
Jakarta, December 15, 2025
To
Board of Commissioners of the Indonesian Financial Services Authority
Attn. Chief Executive of Capital Market, Derivatives, and Carbon Exchange Supervision
Gedung Sumitro Djojohadikusumo
Jl. Lapangan Banteng Timur No.2-4,
Jakarta 10710
Re : Plan to Buy Back Shares in Order to Comply with The Provision of Article 62 of Law No.
40 of 2007 on Limited Liability Companies as lastly amended by Law No. 6 of 2023 on
the Stipulation of Government Regulation in lieu of Law No. 2 of 2022 on Job Creation
as Law ("Company Law”) in connection with Partial separation of the Wholesale Fiber
Connectivity Business and Assets of PT Telkom Indonesia (Persero) Tbk (“the
Company”) to PT Telkom Infrastruktur Indonesia (“TIF”)
To whom it may concern,
In compliance with Article 62 Company Law, and Article 3 junto Article 8 Indonesian Financial Service
Authority’s (Otoritas Jasa Keuangan/”OJK”) Regulation No 29 Year 2023 on Buyback of Shares Issued by
Public Companies, we hereby inform you that:
Company Name : PT Telkom Indonesia (Persero) Tbk
Business sector : Telecommunication
Phone : (021) 5215109
E-mail Address : investor@telkom.co.id
1. Type of Material Plan to Buy Back Shares in Order to Comply with The Provision of
Information or Facts Article 62 of Company Law
2. Date of Event December 15, 2025
3. Description of Material A. Background of Shares Buyback
Information or Facts
On December 12, 2025, the Company has held its Extraordinary General
Meeting of Shareholders (“EGMS”) whereas one of the agendas was
Approval of the Company's plan to conduct a Partial Spin-Off of the
Wholesale Fiber Connectivity Business and Assets (Phase-1), which
constitutes part of the plan to Transfer the Entire Wholesale Fiber
Connectivity Business and Assets to PT Telkom Infrastruktur Indonesia
(TIF), a subsidiary whose shares are directly owned by the Company at
99.99%, in compliance with the provisions of Article 89 paragraph (1) and
Article 127 paragraph (1) of Law Number 40 of 2007 concerning Limited
Liability Companies as lastly amended by Law Number 6 of 2023
concerning the Stipulation of Government Regulation in Lieu of Law
Number 2 of 2022 concerning Job Creation into Law in conjunction with
Article 25 paragraph (6) of the Company's Articles of Association.
In accordance with the provisions of Article 62 paragraph (1) of the UUPT,
every shareholder has the right to request the Company to purchase their
shares at a reasonable price if they do not agree with the Company's
actions that are detrimental to shareholders or the Company, one of which
is business separation. The repurchase of shares must be carried out in
accordance with the provisions of Article 37 paragraph of the UUPT,
which states that the repurchase of shares shall not cause the Company's
net assets to become less than the amount of issued capital plus
mandatory reserves that have been set aside, and the total nominal value
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of all shares repurchased by the Company shall not exceed 10.00% (ten
percent) of the amount of issued capital in the Company.
At the EGMS on December 12, 2025, there were shareholders who
voted against the resolution.
B. Shareholders Who Are Entitled to Apply for Sale of Their Shares to
the Company
The public shareholders of the Company who are entitled to request that
their shares to be purchased by the Company are those who:
(i) had their name recorded on the Company’s Shareholders Register
on November 19, 2025 which is 1 business day prior to the date of
the invitation to the EGMS;
(ii) were present in the AGMS;
(iii) voted against in the 1st Agenda of EGMS, namely regarding the
approval of the proposed Asset Wholesale Fiber Connectivity Spin-
Off; and
(iv) requested their shares to be bought back and submitted the
Statement of Sale of Shares Form in accordance with the procedures
submitted in this Information Disclosure.
If there is any shareholder of the Company who requests for his/her
shares to be purchased by the Company, but does not fulfill the
requirements as mentioned above, such shareholder is not eligible to
request for his/her shares to be purchased by the Company.
Shareholders who apply for shares buyback by the Company are required
to show proof of their legal ownership of the Company's shares.
At the time of the announcement of this Disclosure of Information, the
Company has not been able to give a more detailed information on each
name of shareholders who state their intention for their shares to be
bought back by the Company.
C. Share Prices and Procedures to Determine Share Price
The Company will purchase the shares from the Shareholders at the
average price of the closing price of trading on the Indonesia Stock
Exchange (PT Bursa Efek Indonesia/“BEI”) for 90 calendar days prior to
the announcement of the Spin-Off Plan and Disclosure of Information to
The Public regarding Asset Wholesale Fiber Connectivity Spin-Off of PT
Telkom Indonesia (Persero) Tbk that has been published in the Harian
Terbit Newspaper on October 21, 2025, which is Rp3,090,- per share.
D. Procedure for Buyback of Shares from Shareholders who Voted
Against in the 1st Agenda regarding the Approval of Asset Wholesale
Fiber Connectivity Spin-Off
1 Shareholders of the Company who intend to sell their shares are required
to fill out a Statement of Sale of Shares Form which can be downloaded
on the Company's website www.telkom.co.id since the date of the AGMS.
2. The shareholders of the Company who have completed the Statement of
Sale of Shares Form must submit the Statement of Sale of Shares Form
to the appointed Securities Administration Bureau (Biro Administrasi
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Efek/"BAE"), namely PT Datindo Entrycom which is located at Jl. Hayam
Wuruk No. 28, Kebon Kelapa, Gambir, Central Jakarta and via e-mail to
datindo.tlkm@gmail.com.
3. The Statement of Sale of Shares Form must be submitted at 9.00 until
15.00 starting from after the AGMS until no later than 16 December, 2025
("Intention to Sell Period"). BAE will validate the data whether the
shareholder is a shareholder who did not approve during the voting at the
AGMS on December 12, 2025 for The First Agenda on the Approval of
Company's Proposed Business Spin Off, for the fulfillment of Company
Law.
4. Shareholders of the Company who have submitted the Statement of Sale
of Shares Form within the Intention to Sell Period must give instruction to
the Securities Company or Custodian Bank where they keep their shares
to input the TEND instruction through the Corporate Action/CA Election
menu option in C-BEST by selecting the CASH option at the latest on the
last day of Intention to Sell Period, at the time determined by the Indonesia
Central Securities Depository (PT Kustodian Sentral Efek
Indonesia/“KSEI”). The shares that have been specified by such
instruction will be in the “Block for CA” status, thus the shares of the
Company that have been blocked with a “Blocked for CA” status cannot
be transferred until the end of Intention to Sell Period except in the event
of a cancellation from the securities company/custodian bank made on
behalf of the Applicant based on the terms and conditions stated in
numbers 5 and 6 below.
5. At the end of each day during the Intention to Sell Period, KSEI will
provide a list of applicants whose shares are blocked to the appointed
Securities Company and BAE to verify and confirm the validity of the
applicant's share ownership and provide such confirmation to KSEI before
the Date of Payment.
6. Upon the verification and confirmation that the applicant is entitled to have
his/her shares purchased, the BAE will provide confirmation to KSEI and
submit the funds from the Company for the settlement of the purchase to
KSEI which will be done on 1 business day prior to the Date of Payment.
7. Date of Payment
Payment for the buyback of shares will be made at the earliest of 3
working days after the issuance of the ratification of the Decree of the
Ministry of Law and Human Rights (“MOLHR”) on the Deed of Asset
Wholesale Fiber Connectivity Spin-Off.
a. On the Date of Payment, KSEI will transfer the approved Offered
Shares to be purchased from the Escrow Account to the Securities
Account registered in the name of the Company. Payment of the
Buyback Price will be made on the Date of Payment and will be made
by the Company through KSEI.
b. KSEI will distribute net funds (after deducting transaction fees)
through C-Best to each Sub Securities Account (SRE) or CA Account
of the securities company/custodian bank of the approved applicant.
8. The payment will be made after deducting commissions, transaction fees
from BEI, and all applicable taxes and other fees relating to the payment,
payable by the Applicant. Applicants who successfully participate in
selling shares shall bear their own commission, BEI fees and all
applicable taxes.
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E. Schedule of Buyback of Shares Implementation
Deadline to Submit Statement of At 17.00 on December 16, 2025.
Sale of Shares Form
Period of time for submitting the December 15, 2025 until
Share Purchase Request through December 16, 2025.
TEND instruction through the
Corporate Action/CA Election
menu option in C-BEST by
selecting the CASH Option so
that the Shares have the status
“Block for CA”.
Estimated Date of Payment by Payment for the buyback of
the Company and Delivery of shares will be made at the
Shares from Public Shareholders earliest of 3 working days after
who have expressed their the issuance of the ratification of
intention to sell their shares the Decree of the MOLHR on the
Deed of Asset Wholesale Fiber
Connectivity Spin-Off
Estimated effective date of Spin- January 1, 2026
Off
4. Impact of The Event The Company believes that the implementation of the buyback of the
Company's shares will not cause any material negative impacts on the
Company's business activities.
5. Other Informations None.
Thus, we submit this information and thank you for your attention.
Best Regards,
Arthur Angelo Syailendra
Director of Finance and Risk Management
Names mentioned 10 people and organisations named in the text · linked when the evidence is strong
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Financial Services Authority
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Indonesia Stock Exchange
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PT Datindo Entrycom
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PT Kustodian Sentral Efek Indonesia
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Ministry of Law and Human Rights
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