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20251021_TLKM_Transaksi Material Tanpa Persetujuan RUPS_31978720_lamp1.pdf
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Unofficial English translation
This unofficial English translation is provided for reference only. In the event of any inconsistency between, or if there is any discrepancy
in interpreting, provisions in Indonesian language version shall prevail.
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SPIN-OFF PLAN AND INFORMATION DISCLOSURE TO THE PUBLIC
REGARDING THE PARTIAL SPIN-OFF OF WHOLESALE FIBER CONNECTIVITY
BUSINESS AND ASSETS OF PERUSAHAAN PERSEROAN (PERSERO) PT
TELEKOMUNIKASI INDONESIA Tbk
THIS INFORMATION IS IMPORTANT TO NOTE
If you have difficulty understanding this information or are unsure about making a decision, it is advisable to
consult with any securities broker, investment manager, legal consultant, accountant, or other professional
advisors.
The Board of Commissioners and the Board of Directors of the Company, individually or collectively, are
responsible for the completeness and accuracy of all material information or facts contained in this Spin-Off
Plan and Information Disclosure, and hereby affirm that the information provided is correct and that no
material facts have been omitted that could render this information misleading.
PT TELKOM
INFRASTRUKTUR INDONESIA
PERUSAHAAN PERSEROAN (PERSERO)
PT TELEKOMUNIKASI INDONESIA Tbk
Domiciled in Jakarta
Domiciled in Bandung
Business Line
Business Line:
Operation of telecommunication networks and services,
Operation of telecommunication networks and services,
informatics services, and optimization of utilization of
informatics services, and optimization of utilization of
resources proprietary to the Company
resources proprietary to the Company
Head Office Operational Office Head Office
Graha Merah Putih Telkom Landmark Tower, The Telkom Hub area
Jl. Japati No. 1 Bandung 51st floor, Jenderal Gatot Jl. Jendral Gatot Subroto Kav. 52,
West Java, Indonesia - 40133 Subroto Kav 52, South Jakarta, Indonesia
Telephone: (022) 4526417 South Jakarta, Indonesia Telephone : (021) 5215360
Telephone: (021) 5215109
Email:investor@telkom.co.id Email:corsec@tif.co.id
Situs Resmi: www.telkom.co.id Situs Resmi: www.infranexia.co.id
This Spin-off Plan and Information Disclosure is made in connection with the plan to spin-off the Wholesale Fiber
Connectivity Business and Assets, where the Company will transfer the partial assets and liabilities related to the
Wholesale Fiber Connectivity Business and Assets of the Company to PT Telkom Infrastruktur Indonesia (“TIF”), a
controlled subsidiary of the Company, which is 99.9% (ninety-nine point nine percent) owned directly by the Company.
The Spin-off Announcement and Information Disclosure is made in order to comply with the provisions of Article 127
paragraph (2) of Law Number 40 of 2007 on Limited Liability Companies and the Financial Services Authority
Regulation (OJK) Number 17/POJK.04/2020 on Material Transactions and Changes in Business Activities and serves
as fulfillment of the Information Disclosure principle regarding the Proposed Transaction.
TIF is a Controlled Subsidiary of the Company, where the Company is a shareholder of 99.9% (ninety-nine point nine
percent) of the shares in TIF, and the value of the Proposed Transaction exceeds 20% (twenty percent) of the
Company's equity based on the Financial Statement. The Proposed Transaction is a Material Transaction containing
an Affiliated Transaction. However, since the Proposed Transaction is conducted between the Company and TIF,
which is a Controlled Subsidiary in which more than 99% (ninety-nine percent) of the paid-up capital is owned by the
Company, in accordance with the provisions of Article 11 letter (a) of POJK 17/2020, the Company is not required to
use an Appraiser and does not need to obtain approval from the Shareholders. Furthermore, according to Article 33
letter (a) of POJK 17/2020, if a Material Transaction constitutes an Affiliated Transaction as referred to in POJK
42/2020, the Public Company is only required to comply with the provisions set forth in POJK 17/2020. Nevertheless,
the Company will still hold a General Meeting of Shareholders to obtain shareholder approval for the spin-off plan as
required by Article 125 paragraph (4) of the Company Law and the Company’s Articles of Association.
Any objections to this Spin-off plan may be submitted by the Company’s creditors in writing no later than 5 PM Western
Indonesia Time WIB on 4 November 2025.
In the event that until the specified time limit, the Company’s creditors do not submit any objections, the creditors shall
be deemed to have approved the Spin-Off plan.
The Spin-Off Plan and Information Disclosure is issued in Bandung on October 21, 2025
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Unofficial English translation
This unofficial English translation is provided for reference only. In the event of any inconsistency between, or if there is any discrepancy in interpreting,
provisions in Indonesian language version shall prevail.
DEFINITIONS AND ABBREVIATIONS
"Affiliates" means:
a. familial relationship by marriage up to
the second degree, both horizontally
and vertically, including a person’s
relationship with:
1. husband or wife;
2. parents of the husband or wife and
the husband or wife of a child;
3. grandparents of the husband or
wife and the husband or wife of a
grandchild;
4. siblings of the husband or wife and
their respective spouses; or
5. husband or wife of the person’s
sibling.
b. Familial relationship by descent up to
the second degree, both horizontally
and vertically, including a person’s
relationship with:
1. parents and children;
2. grandparents and grandchildren;
or
3. siblings of the person concerned.
c. relationship between a party and the
employees, directors, or
commissioners of that party.
d. relationship between 2 (two) or more
companies where one or more
members of the board of directors,
management, board of
commissioners, or supervisors who
are the same.
e. relationship between a company and a
party, directly or indirectly, in any
manner, controlling or controlled by
such company or party in determining
the management and/or policy of such
company or party.
f. relationship between 2 (two) or more
companies that are controlled, directly
or indirectly, in any manner, in
determining the management and/or
policies of the company by the same
party.
g. relationship between a company and a
major shareholder, which is a party
that directly or indirectly owns at least
20% (twenty percent) of the voting
shares of the company.
“Deed of Spin-Off” means a deed made before a Notary
containing the legal acts carried out by the
Company to spin off a business, resulting
in a portion of the Company’s assets and
liabilities being transferred by the operation
of law to TIF.
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provisions in Indonesian language version shall prevail.
“BAE” means Securities Administration Bureau.
“IDX” means Indonesia Stock Exchange
“Wholesale Fiber Connectivity Business and Assets” means a portion of the Company’s
wholesale fiber connectivity business and
asset, which comprises the following
products:
a. wholesale Metro-Ethernet;
b. wholesale SL-WDM;
c. wholesale Access Network;
d. wholesale Global Link; and
e. wholesale IP Transit.
It includes certain customers of the
products listed above (a) through (e) and
the related assets and liabilities.
“Securities” means securities or investment contracts,
whether in conventional or digital form or
other forms in accordance with
technological developments, which grant
the holder the right to directly or indirectly
obtain economic benefits from the issuer or
from certain parties based on an
agreement, including any derivatives of
such Securities that may be transferred
and/or traded in the capital market.
“KSEI” means Indonesia Central Securities
Depository (PT Kustodian Sentral Efek
Indonesia).
“Financial Statement” means the Company’s annual financial
statement for the year ended December
31, 2024, audited by Public Accounting
Firm Purwantono, Sungkoro & Surja (a
member firm of Ernst & Young Global
Limited).
“TIF Financial Statement” means TIF’s annual financial statement for
the year ended December 31, 2024,
audited by Public Accounting Firm
Purwantono, Sungkoro & Surja (a member
firm of Ernst & Young Global Limited).
"MoL" means the Minister of Law of the Republic
of Indonesia, previously referred to as the
Minister of Law and Human Rights of the
Republic of Indonesia.
"MoLHR" means the Minister of Law and Human
Rights of the Republic of Indonesia,
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provisions in Indonesian language version shall prevail.
currently referred to as the Minister of Law
of the Republic of Indonesia.
"OJK" means the Financial Services Authority of
the Republic of Indonesia (Otoritas Jasa
Keuangan).
“Customers” means a portion of the Company’s
wholesale fiber connectivity customer,
which comprises the following products:
f. wholesale Metro-Ethernet;
g. wholesale SL-WDM;
h. wholesale Access Network;
i. wholesale Global Link; and
j. wholesale IP Transit.
“Spin-off” means the legal act of the Company to
separate/carve out the Wholesale Fiber
Connectivity Business and Assets,
resulting in assets and liabilities of the
Company related to the Wholesale Fiber
Connectivity Business and Assets being
transferred by the operation of law to TIF,
constituting a partial spin-off as referred to
in Article 135 paragraph (3) of the
Company Law, which will be carried out by
the Company and TIF based on the
Conditional Spin-Off Agreement.
"Conditional Spin-Off Agreement" means the Conditional Spin-Off
Agreement dated 20 October 2025, made
by and between the Company and TIF,
which governs the terms and conditions
relating to the Spin-Off of the Wholesale
Fiber Connectivity Business and Assets
from the Company to TIF.
"Company" or “Telkom” means Perusahaan Perseroan (Persero)
PT Telekomunikasi Indonesia Tbk,
domiciled in Bandung, a limited liability
company established in accordance with
and based on the laws of the Republic of
Indonesia.
"Public Company" means an issuer that has conducted a
public offering of equity securities or is a
public company.
"Controlled Subsidiary”" means a company that is directly or
indirectly controlled by a Public Company.
“PMK 81” means Minister of Finance Regulation
Number 81 of 2024 concerning Tax
Provisions in the Implementation of the
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This unofficial English translation is provided for reference only. In the event of any inconsistency between, or if there is any discrepancy in interpreting,
provisions in Indonesian language version shall prevail.
Core Tax Administration System as
amended by Minister of Finance
Regulation Number 53 of 2025 and
Minister of Finance Regulation Number 54
of 2025.
“POJK 15/2020” means Financial Services Authority
Regulation Number 15/POJK.04/2020
concerning the Plan and Implementation of
General Meetings of Shareholders of
Public Companies, as amended from time
to time.
"POJK 17/2020" means Financial Services Authority
Regulation Number 17/POJK.04/2020
concerning Material Transactions and
Changes in Business Activities, as
amended from time to time.
"POJK 42/2020" means Financial Services Authority
Regulation Number 42/POJK.04/2020
concerning Affiliated Transactions and
Conflicts of Interest Transactions, as
amended from time to time.
“Proposed Transaction/Transaction Plan” means the Spin-off.
“Summary of Spin-Off Plan and Information Disclosure” means the summary of the Spin-Off and
Information Disclosure in relation to the
Proposed Transaction/Transaction Plan,
which has been announced by the
Company through the Harian Terbit
Newspaper, published on 21 October
2025.
"GMS" means General Meeting of Shareholders.
“Spin-Off Effective Date” means the effective date of the Spin-Off,
counted from the date of approval/receipt
of notification by the MoL regarding the
capital increase of TIF related to the Spin-
Off.
"TIF" means PT Telkom Infrastruktur Indonesia,
a limited liability company established
according to and based on the laws of the
Republic of Indonesia, domiciled in South
Jakarta, which is the legal entity that will
receive the Spin-off.
"Affiliated Transaction" means any activity and/or transaction
conducted by a Public Company or a
Controlled Subsidiary with Affiliates of the
Public Company or Affiliates of members of
the board of directors, board of
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Unofficial English translation
This unofficial English translation is provided for reference only. In the event of any inconsistency between, or if there is any discrepancy in interpreting,
provisions in Indonesian language version shall prevail.
commissioners, major shareholders, or
controllers, including any activity and/or
transaction conducted by a Public
Company or a Controlled Subsidiary for the
benefit of Affiliates of the Public Company
or Affiliates of members of the board of
directors, board of commissioners, major
shareholders, or controllers, as regulated
under POJK 42/2020.
"Material Transaction" means any transaction conducted by a
Public Company or a Controlled Company
that meets the value thresholds set forth in
POJK 17/2020.
"Company Law" means Law Number 40 of 2007 of the
Republic of Indonesia on Limited Liability
Companies, as amended from time to time.
“Wholesale Fiber Connectivity” means a portion of the Company’s
wholesale fiber connectivity business
which comprises the following products:
a. wholesale Metro-Ethernet;
b. wholesale SL-WDM;
c. wholesale Access Network;
d. wholesale Global Link; and
e. wholesale IP Transit.
It includes certain customers of the
products listed above (a) through (e) and
the related assets and liabilities.
This Spin-off Plan and Information Disclosure is prepared with reference to the Company Law and POJK
17/2020. The Spin-off and Information Disclosure is prepared and submitted to the authorities, the public, and
the Company’s employees in order to comply with the principle of information disclosure. Accordingly, in
compliance with the prevailing regulations, this Spin-off Plan and Information Disclosure is announced through
a national newspaper, including notification of the period provided to all parties, particularly the Company’s
creditors, to submit any objections (if any).
I. INTRODUCTION
The Company is a state-owned enterprise in the form of a limited liability company with the status of a public
company, established and conducting its business activities in Indonesia. The Company’s name has officially
changed to Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk, previously known as
Perusahaan Umum Telekomunikasi Indonesia in 1991. The Company is engaged in the provision of
telecommunication networks and services, informatics, and optimization of its resources to deliver goods
and/or services, structured around four main pillars: digital infrastructure, integrated B2C service, B2B ICT
service, and New Play.
Based on these four main pillars, the Company continuously seeks breakthroughs to strengthen business
fundamentals, enhance competitiveness, and drive future value creation. In line with the increasing market
demand for reliable and high-quality connectivity services, the Company sees significant opportunities to
optimize its strategic assets. Therefore, the Company is taking a strategic step through the spin-off of the
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Unofficial English translation
This unofficial English translation is provided for reference only. In the event of any inconsistency between, or if there is any discrepancy in interpreting,
provisions in Indonesian language version shall prevail.
Wholesale Fiber Connectivity Business and Assets to the Company’s subsidiary, TIF. This Spin-off is intended
to enable a more focused business development, create added value, increase efficiency, and optimize the
utilization of fiber optic network assets, thereby strengthening the Company’s position as a leading connectivity
infrastructure provider in Indonesia. The Proposed Transaction also supports the national agenda in
accelerating digital equality, increasing fixed broadband penetration, and ensuring the availability of reliable
and high-quality connectivity across all regions of Indonesia.
The Spin-off to be carried out by the Company constitutes a partial spin-off, as referred to in Article 135
paragraph (1) letter (b) and paragraph (3) of the Company Law, whereby, upon effectiveness, a portion of the
Company’s assets and liabilities will be transferred by law to 1 (one) or more recipient companies, and the
Company executing the spin-off will continue to exist.
The Spin-off is carried out based on the agreed valuation of the Wholesale Fiber Connectivity Business and
Assets, amounting to Rp35,787,258,000,000 (thirty-five trillion seven hundred eighty-seven billion two hundred
fifty-eight million Rupiah). Accordingly, after the Spin-off Effective Date, the Company’s ownership in TIF will be
increased to 99.9999997% (ninety-nine point nine nine nine nine nine nine seven percent).
The pro forma composition of TIF’s shareholding, reflects the increase in the Company’s ownership, is as
follows:
A. Before Spin-off Plan
Nominal Value of
Shareholders Number of Shares
Share
%
Company 19.240.000 Rp1.924.000.000.000 99,999%
PT Multimedia Nusantara 1 Rp100.000 0,001%
Total 19.240.001 Rp1.924.000.100.000 100%
B. After Spin-off Plan
Nominal Value of
Shareholders Number of Shares %
Share
Company 377.112.580 37.711.258.000.000 99,9999997%
PT Multimedia 1 100.000 0,0000003%
Nusantara
Total 377.112.581 37.711.258.100.000 100%
Considering that the Proposed Transaction is conducted with the Company’s Controlled Subsidiary, namely
TIF, where, as of the date of this Spin-off and Information Disclosure, the Company’s ownership in TIF is
99.999% (ninety-nine point nine nine nine percent) and the value of the Proposed Transaction, i.e., the agreed
valuation of the Wholesale Fiber Connectivity Business and Assets, amounting to Rp35,787,258,000,000
(thirty-five trillion seven hundred eighty-seven billion two hundred fifty-eight million Rupiah), which in total is
estimated to exceed 20% of the Company’s equity but remain below 50% of the Company’s equity based on
the audited Financial Statement as of 31 December 2024, in accordance with the definition and thresholds of
a Material Transaction under POJK 17/2020, the Proposed Transaction is essentially a Material Transaction
containing an Affiliated Transaction for the Company. However, since the Proposed Transaction is carried out
between the Company and TIF, a Controlled Subsidiary in which more than 99% (ninety-nine percent) of the
paid-up capital is owned by the Company, in accordance with Article 11 letter (a) of POJK 17/2020, the
Company is not required to engage an Appraiser and nor to obtain Shareholders’ approval. Furthermore,
pursuant to Article 33 letter (a) of POJK 17/2020, if a Material Transaction constitutes an Affiliated Transaction
as referred to in POJK 42/2020, the Public Company is only required to comply with the provisions set forth in
POJK 17/2020. Nevertheless, the Company will still convene a General Meeting of Shareholders (GMS) to
obtain shareholder approval for the Spin-off plan as required under Article 125 paragraph (4) of the Company
Law and the Company’s Articles of Association.
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provisions in Indonesian language version shall prevail.
II. DESCRIPTION OF THE TRANSACTION
A. MATERIAL TRANSACTION OBJECT
The object of the Proposed Transaction includes the Spin-off of the Wholesale Fiber Connectivity Business
and Assets from the Company to TIF.
The following is a summary of the Conditional Spin-Off Agreement:
1. Conditional Spin-Off Agreement
Parties
a. The Company; and
b. TIF
Transaction Structure
a. The Company will transfer the Wholesale Fiber Connectivity Business and Assets to TIF through
a partial spin-off, and as compensation, TIF will issue new shares to be subscribed by the
Company.
b. The transaction object, together with all rights and obligations attached to the Company, will be
transferred to TIF free of encumbrances, effective as of the Spin-Off Effective Date, in accordance
with the applicable laws and regulations.
c. The transfer by way of spin-off is intended to satisfy the transaction criteria that eligible for tax
facilities under PMK 81.
Consideration and Issuance of New Shares
a. No cash payment (non-cash basis) will be made by the Company.
b. The value of the Wholesale Fiber Connectivity Business and Assets to be transferred by way of
spin-off amounts to Rp35,787,258,000,000 (thirty-five trillion seven hundred eighty-seven billion
two hundred fifty-eight million Rupiah), whereby TIF shall issue 357,872,580 new shares to the
Company with a conversion value of Rp100,000 (one hundred thousand Rupiah) per new share.
c. The shares issued by TIF and subscribed by the Company will be free of any encumbrances, fully
paid through the spin-off of the transaction object, and issued with full rights attached, including
voting rights, dividends, and capital returns. These shares shall rank pari passu with TIF’s other
shares in accordance with TIF’s Articles of Association.
d. Upon completion of the entire Spin-Off transaction, the Company’s ownership in TIF will be
99.9999997% (ninety-nine point nine nine nine nine nine nine seven percent), and PT Multimedia
Nusantara’s ownership in TIF will be 0.0000003% (zero point zero zero zero zero zero zero three
percent).
e. The proposed transaction is not expected to result in any change to the shareholding interests of
the existing shareholders of the Company.
Conditions Precedent
As part of the standard requirements under Indonesian Company Law, the following actions, among
others, must be undertaken:
a. The Company has announced the Spin-Off Plan in a national newspaper and to the Company’s
employees.
b. The Company has obtained approval from its shareholders at the Company’s GMS.
c. TIF has obtained approval from its shareholders at TIF’s GMS.
Closing
a. The Parties shall undertake the following actions no later than one day prior to the Spin-Off
Effective Date:
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provisions in Indonesian language version shall prevail.
(i) Signing of the Deed of Spin-Off; and
(ii) Signing of the deed for the capital increase of TIF (including the issuance of new shares to be
subscribed by Telkom).
b. Spin-Off Effective Date: The date on which the Minister of Law issues approval and/or receipt of
notification regarding the capital increase of TIF.
Applicable Law
Law of the Republic of Indonesia
Dispute Settlement
Indonesian National Arbitration Board (BANI)
B. MATERIAL TRANSACTION VALUE
The value of the Wholesale Fiber Connectivity Business and Assets to be spun off by the Company to TIF
under the Conditional Spin-Off Agreement amounts to Rp35,787,258,000,000 (thirty-five trillion seven
hundred eighty-seven billion two hundred fifty-eight million Rupiah), representing 22,02% of the
Company’s equity based on the Company’s audited Financial Statements as of 31 December 2024. The
value incorporated both internal and external analyses, including historical financial and operational
performance, and benchmark comparisons within the fiber infrastructure sector.
The value of the Wholesale Fiber Connectivity Business and Assets was determined by an independent
appraiser using a combination of the Discounted Cash Flow (DCF) method under the Income Approach
and the Adjusted Net Assets Method (ANAM) under the Cost Approach. This combination was deemed
appropriate considering the capital-intensive nature of fiber infrastructure assets and the Company’s
forward-looking standalone business model post-spin-off.
C. PARTIES CONDUCTING THE TRANSACTION
1. COMPANY INFORMATION
GENERAL
The Company was established based on the Deed of Establishment of PT Telekomunikasi Indonesia
(Persero) Tbk No. 128 dated 24 September 1991, executed before Imas Fatimah, S.H., Notary in
Jakarta, which received approval from the Minister of Justice of the Republic of Indonesia under
Decision No. C2-6870.HT.01.01.Year 1991 dated 19 November 1991 and was published in the State
Gazette of the Republic of Indonesia No. 5 dated 17 January 1992, Supplement to the State Gazette
No. 210 (“Company’s Deed of Establishment”).
The Company’s Articles of Association have been amended several times and were most recently
amended through the Deed of Statement of Resolutions of the GMS of Perusahaan Perseroan
(Persero) PT Telekomunikasi Indonesia Tbk No. 37 dated 22 June 2022, executed before Ashoya
Ratam, S.H., M.Kn., Notary in South Jakarta, and approved and recorded in the Legal Entity
Administration System database of the Ministry of Law of the Republic of Indonesia pursuant to
Minister of Law and Human Rights Decree No. AHU-004650.AH.01.02.Year 2022 dated 29 June 2022
regarding the Approval of the Amendment to the Company’s Articles of Association (“Deed 37/2022”).
The Company’s Deed of Establishment, as most recently amended by Deed 37/2022, constitutes the
Company’s Articles of Association (“Company’s Articles of Association”). The Company is
domiciled and has its head office in Bandung, at Graha Merah Putih, Jl. Japati No. 1, Bandung, West
Java, 40133.
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provisions in Indonesian language version shall prevail.
The Company has the purposes and objectives as set out in Article 3 paragraph (1) of the Company’s
Articles of Association, namely, to conduct business in the provision of telecommunication networks
and services, informatics, and the optimization of its resources to deliver high-quality and competitive
goods and/or services for profit, thereby enhancing the Company’s value in accordance with the
principles of a limited liability company.
In accordance with Article 3 paragraph (2) of the Company’s Articles of Association, to achieve its
purposes and objectives, the Company may conduct the following main business activities:
a. Planning, constructing, providing, developing, operating, marketing/selling/leasing, and
maintaining telecommunication and informatics networks in the broadest sense, in compliance
with applicable laws and regulations.
b. Planning, developing, providing, marketing/selling, and enhancing telecommunication and
informatics services in the broadest sense, in compliance with applicable laws and regulations.
c. Making investments, including capital participation in other companies, in line with and to achieve
the Company’s purposes and objectives.
d. In connection with the provisions above, the Company’s main business activities include, but are
not limited to, the following:
1. Construction Of Telecommunication Central Offices.
2. Construction Of Irrigation, Communication, And Other Waste Networks.
3. Electrical Installation.
4. Telecommunication Installation.
5. Air Conditioning and Ventilation Installation.
6. Wholesale On a Fee or Contract Basis.
7. Wholesale Of Computers and Computer Equipment.
8. Wholesale Of Software.
9. Wholesale Of Telecommunication Equipment.
10. Wholesale Of Office and Industrial Machinery, Spare Parts, And Accessories.
11. Wholesale Of Other Unclassified Products.
12. Retail Of Software.
13. Retail Of Telecommunication Equipment.
14. Publishing Of Directories and Mailing Lists.
15. Software Publishing.
16. Film, Video, and Television Program Production Activities by Private Entities.
17. Cable Telecommunication Activities.
18. Wireless Telecommunication Activities.
19. Satellite Telecommunication Activities.
20. Premium Call Services.
21. Premium SMS Content Services.
22. Managed Calling Services (Calling Cards).
23. Other Telephony Value-Added Services.
24. Internet Service Provider.
25. Data Communication System Services.
26. Public Internet Telephony Services (ITKP).
27. Internet Interconnection Services (NAP).
28. Other Unclassified Information Services.
29. Other Multimedia Services.
30. Video Game Development Activities.
31. Internet-Based Commerce Application Development (E-Commerce).
32. Immersive Media Content Programming and Production.
33. Blockchain Technology Development.
34. Artificial Intelligence-Based Programming.
35. Other Computer Programming Activities.
36. Information Security Consulting.
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37. Digital Identity Provision.
38. Electronic Certificate and Related Services.
39. Internet Of Things (IoT) Consulting and Design.
40. Other Computer and Computer Facility Management Consulting.
41. Other Information Technology and Computer Services.
42. Data Processing Activities.
43. Hosting And Related Activities.
44. Non-Commercial Web Portals and/or Digital Platforms.
45. Commercial Web Portals and/or Digital Platforms.
46. Retail Of Computers and Equipment.
47. Retail Of Video Game Equipment and Similar Items.
48. Retail Of Office Machinery.
49. Retail Of Audio and Video Equipment In Stores.
50. Other Unclassified Telecommunication Activities.
51. Telecommunication Resale Services.
52. Calibration/Metrology Services.
53. Distribution Of Films, Videos, And Television Programs By Private Entities.
In addition to the main business activities set out in Article 3 paragraph (2) of the Company’s Articles
of Association, the Company may generally conduct supporting business activities to optimize the use
of its resources, including:
a. Providing payment and money transfer transaction services through telecommunication and
informatics networks;
b. Conducting other activities and businesses to optimize the resources owned by the Company,
including utilization of fixed and movable assets, information system facilities, education and
training facilities, and maintenance and repair facilities;
c. Collaborating with other parties to optimize information, communication, or technology resources
owned by other industry players in the information, communication, and technology sectors, in
line with and to achieve the Company’s purposes and objectives.
Currently, the main business activities of the Company that have been actively carried out include:
1. Construction Of Telecommunication Central Offices.
2. Wholesale On a Fee or Contract Basis.
3. Wholesale Of Computers and Computer Equipment.
4. Wholesale Of Software.
5. Wholesale Of Telecommunication Equipment.
6. Wholesale Of Office and Industrial Machinery, Spare Parts, and Accessories.
7. Wholesale Of Other Unclassified Products.
8. Retail Of Software.
9. Retail Of Telecommunication Equipment.
10. Publishing Of Directories and Mailing Lists.
11. Software Publishing.
12. Film, Video, and Television Program Production Activities by Private Entities.
13. Cable Telecommunication Activities.
14. Wireless Telecommunication Activities.
15. Satellite Telecommunication Activities.
16. Premium Call Services.
17. Premium SMS Content Services.
18. Other Telephony Value-Added Services.
19. Internet Service Provider.
20. Data Communication System Services.
21. Public Internet Telephony Services (ITKP).
22. Internet Interconnection Services (NAP).
23. Other Unclassified Information Services.
24. Other Multimedia Services.
25. Video Game Development Activities.
26. Internet-Based Commerce Application Development (E-Commerce).
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27. Other Computer Programming Activities.
28. Information Security Consulting.
29. Internet Of Things (IoT) Consulting and Design.
30. Other Computer and Computer Facility Management Consulting.
31. Other Information Technology and Computer Services.
32. Data Processing Activities.
33. Hosting And Related Activities.
34. Non-Commercial Web Portals and/or Digital Platforms.
35. Commercial Web Portals and/or Digital Platforms.
36. Other Unclassified Telecommunication Activities.
37. Resale Of Telecommunication Services.
38. Calibration/Metrology Services.
39. Distribution Of Films, Videos, and Television Programs by Private Entities.
CAPITAL STRUCTURE AND SHAREHOLDER COMPOSITION
The Company’s current capital structure, based on the Articles of Association as set out in Deed
37/2022, and as approved and recorded in the Legal Entity Administration System database of the
Ministry of Law and Human Rights of the Republic of Indonesia pursuant to Minister of Law and
Human Rights Decree No. AHU-004650.AH.01.02.Year 2022 dated 29 June 2022 regarding the
Approval of Amendments to the Company’s Articles of Association, is as follows:
Nominal
Information Total Shares Value per Total Nominal Value (Rp)
Share (Rp)
Authorized Capital
Series A Dwiwarna 1 50 50
Series B 389.999.999.999 50 19.499.999.999.950
Total 390.000.000.000 19.500.000.000.000
Issued and Paid-Up Capital
Series A Dwiwarna 1 50 50
Series B 99.062.216.599 50 4.953.110.829.950
Total 99.062.216.600 4.953.110.830.000
The Company’s current shareholding structure, based on the Shareholders Register from BAE or PT
Datindo Entrycom, as of 30 September 2025, is as follows:
Shareholders Total Shares %
Series A Dwiwarna Series B
Government of the 1 - 0.000000001%
Republic of Indonesia
PT Danantara Asset - 51,602,353,559 52.090852931%
Management
Public - 47,459,863,040 47.909147068%
Total 1 99.062.216.600 100%
MANAGEMENT AND SUPERVISION
Based on the Deed of Statement of Extraordinary General Meeting of Shareholders’ Resolutions No.
205 dated 30 September 2025, drawn up before Ashoya Ratam, S.H., M.Kn., Notary in South Jakarta,
which has been notified to the MoL through the Notification of Amendment to Company Data No.
AHU-AH.01.09-0346809 dated 6 October 2025 regarding changes in the Company’s Directors and
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Commissioners, the composition of the Company’s Board of Commissioners and Board of Directors
is as follows:
Board of Commissioners
President Commissioner : Angga Raka Prabowo
Independent Commissioner : Deswandhy Agusman
Independent Commissioner : Ira Noviarti
Independent Commissioner : Yohanes Surya
Commissioner : Ossy Dermawan
Commissioner : Silmy Karim
Commissioner : Rionald Silaban
Commissioner : Rizal Malarangeng
Board of Directors
President Director : Dian Siswarini
Director of Strategic Business Development & : Seno Soemadji
Portfolio
Director of Finance and Risk Management : Arthur Angelo Syailendra
Director of Network : Nanang Hendarno
Director of Wholesale & International Service : Honesti Basyir
Director of IT Digital : Faizal Rochmad Djoemadi
Director of Human Capital Management : Willy Saelan
Director of Legal & Compliance : Andy Kelana
Director of Enterprise & Business Service : Veranita Yosephine
2. TIF INFORMATION
GENERAL
TIF is a limited liability company established in accordance with the laws of the Republic of Indonesia,
domiciled in South Jakarta, based on the Deed of Establishment No. 26 dated 8 December 2023,
executed before Aulia Taufani, S.H., Notary in Jakarta, which received approval from the Minister of
Law and Human Rights of the Republic of Indonesia under Decision No. AHU-
0093902.AH.01.01.Year 2023 dated 8 December 2023 (“TIF Deed of Establishment”), as most
recently amended through the Deed of Statement of Shareholders’ Resolution on the Amendment to
the Articles of Association of PT Telkom Infrastruktur Indonesia No. 24 dated 23 July 2025, approved
by the Minister of Law of the Republic of Indonesia under Decision No. AHU-0048508.AH.01.02 dated
23 July 2025 regarding the Approval of the Amendment to the Articles of Association of PT Telkom
Infrastruktur Indonesia (“TIF Articles of Association”).
TIF is domiciled and has its head office in South Jakarta, at The Telkom Hub, Jl. Jendral Gatot Subroto
Kav. 52, Kuningan Barat Village/Sub-district, Mampang Prapatan District, South Jakarta
Administrative City, DKI Jakarta Province, 12710.
TIF has the purposes and objectives as set out in Article 3 paragraph (1) of the TIF Articles of
Association, namely to conduct business in the provision of telecommunication networks and
services, informatics, and the optimization of its resources to deliver high-quality and competitive
goods and/or services for profit, thereby enhancing the value of the company in accordance with the
principles of a limited liability company.
In accordance with Article 3 paragraph (2) of the TIF Articles of Association, to achieve these purposes
and objectives, TIF may carry out the following main business activities:
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1. Cable telecommunication activities;
2. Internet service provider;
3. Data communication system services;
4. Internet interconnection services / Network Access Point (NAP);
5. Other information technology and computer services;
6. Construction of telecommunication central offices;
7. Telecommunication installation;
8. Resale of telecommunication services;
9. Leasing and rental of machinery, equipment, and other tangible assets not otherwise classified;
TIF CAPITAL STRUCTURE AND SHAREHOLDER COMPOSITION
TIF’s current capital structure, based on the TIF Articles of Association, is as follows:
Nominal Value per Total Nominal Value
Information Total Shares
Share (Rp) (Rp)
Authorized Capital 75.000.000 100.000 7.500.000.000.000
Issued and Paid-Up 19.240.001 100.000 1.924.000.100.000
Capital
TIF’s current shareholding structure, based on the TIF Articles of Association, is as follows:
Nominal Value of
Shareholders Number of Shares
Shares (Rp)
%
Company 19.240.000 Rp1.924.000.000.000 99,999%
PT Multimedia Nusantara 1 Rp100.000 0,001%
Total 19.240.001 Rp1.924.000.100.000 100%
MANAGEMENT AND SUPERVISION
As set forth in the Deed of Statement of Resolutions Outside the GMS of TIF No. 02 dated 1 July
2024, executed before Ashoya Ratam, S.H., M.Kn., Notary in Jakarta, which has been notified to the
Minister of Law and Human Rights pursuant to the Ministry of Law and Human Rights of the Republic
of Indonesia Letter No. AHU-AH.01.09-0221318 dated 3 July 2024 regarding the Receipt of
Notification of Changes in Company Data of PT Telkom Infrastruktur Indonesia, the composition of
the Board of Commissioners and Board of Directors of TIF is as follows:
Board of Commissioners
Commissioner : Honesti Basyir
Board of Directors
President Director : I Ketut Budi Utama
Director of Finance, Risk & Human Capital Management : Setio Nuranto
Director of Planning & Operations : Suharyoto
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III. REASONS, EXPLANATION, AND BENEFITS OF CONDUCTING THE PROPOSED
TRANSACTION
A. REASONS AND EXPLANATION OF THE PROPOSED TRANSACTION
While facing the dynamics of the telecommunication industry, characterized by rapid digital
transformation and high-capacity connectivity demands, the Company pursues a strategy to strengthen
business fundamentals through four main pillars: Integrated B2C Services, B2B ICT Services, New
Play, and Digital Infrastructure. The Spin-off of the Wholesale Fiber Connectivity Business and Assets
constitutes a key component of the Digital Infrastructure pillar, aimed at increasing business focus,
establish a sustainable and resilient business model in response to market changes, and maximize
value unlock for the Telkom Group.
The Proposed Transaction represents a strategic step aligned with global trends in the
telecommunications industry, where major operators have established dedicated infrastructure entities
to enhance transparency, efficiency, and long-term value creation. Global benchmarks show that
leading companies such as Telstra (Australia), Telecom Italia (“TIM”) (Italy), and CETIN (Czech
Republic) have successfully improved operational efficiency, strengthen valuations, and developed
strategic partnerships through similar initiatives. International evidence further indicates that carving
out fiber assets from an integrated telco can result in significant valuation uplift as reflected in the
experiences of global operators such as Telenor, Telefónica, TIM, and KPN. These outcomes
demonstrate how fiber carve-outs enable operators to unlock the intrinsic value of infrastructure assets,
attract strategic investors, and support sustainable growth within the digital connectivity ecosystem.
This transformation also enables them to focus more effectively on developing Wholesale Fiber
Connectivity while strengthening competitiveness in the global market.
For the Company, a similar initiative not only reinforces its position as a leading infrastructure provider
in Indonesia but also delivers next-generation services that are more competitive, enhances customer
experience, and accelerates nationwide equal distribution of digitalization.
B. BENEFITS OF THE PROPOSED TRANSACTION
The Proposed Transaction is expected to provide the following benefits:
1. For the Company:
a. Strengthening the Telkom Group’s positioning as the digital telco and infrastructure market
leader in Indonesia;
b. Improving the Company’s performance and long-term valuation as valuation of fiber assets
tend to trade at premium valuation multiples over traditional telco businesses;
c. Improving the Company’s governance, disclosure of data, and transparency on TIF’s
performance;
d. Optimizing assets and operational efficiency by establishing a more sustainable cost structure
and enhancing product competitiveness through external monetization initiatives (e.g. new
product development), and greater focus on core network operations (e.g. business process
improvement, capital expenditure improvement);
e. Sustaining expansion, innovation through strategic partnership opportunities, and deepening
broadband penetration in Indonesia by leveraging TIF’s focused capital structure and
partnerships with global infrastructure and technology players to accelerate fiber rollout,
enhance capabilities, and strengthen national’s connectivity ecosystem.
2. For Customers:
a. Enhancing customer experience, with faster ordering processes, reliable services, and
maintained and transparent SLAs;
b. Increasing value proposition through a more efficient and competitive business model;
c. Expanding inclusive digital access, enabling more equitable, reliable, and effective services.
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3. For the Government:
a. Potentially enhancing the Company’s valuation which directly impacts the State shareholder
(Series A Dwiwarna shareholder and Danantara);
b. Accelerating national digitalization by promoting equitable access to Information and
Communication Technology for economic growth;
c. Driving the Company’s growth, potentially increasing state revenues from dividends, non-tax
state revenues (PNBP), and taxes.
4. For the Industry:
a. Consolidating fiber telecommunication infrastructure for shared use with other industry
players;
b. Supporting the improvement of Indonesia’s telecommunications quality through the
development of a dedicated fiber infrastructure platform that ensures higher service standards
and broader network availability;
c. Strengthening the attractiveness and competitiveness of the national telecommunications
industry by promoting infrastructure-based collaboration, encouraging investment
participation, and enabling fair and open access.
IV. EXPLANATION, CONSIDERATION, AND REASONING BEHIND TRANSACTION WITH
AFFILIATED PARTY
A. NATURE OF THE AFFILIATE RELATIONSHIP
TIF is a Controlled Subsidiary of the Company, with the Company’s shareholding in TIF as of the date of
this Spin-Off Plan and Information Disclosure amounting to 99.99% (ninety-nine point ninety-nine percent)
of the total issued and paid-up capital of TIF.
B. EXPLANATION, CONSIDERATIONS, AND REASONS FOR CONDUCTING THE AFFILIATED
TRANSACTION COMPARED TO A SIMILAR TRANSACTION NOT CONDUCTED WITH AFFILIATED
PARTY
The Proposed Transaction is conducted with an affiliated party taking into account that TIF is a Controlled
Subsidiary directly owned and controlled by the Company and will continue to be owned and controlled by
the Company after completion of the Proposed Transaction. This Proposed Transaction is expected to
provide mutual benefits in strengthening market penetration efforts and improving services to customers.
Furthermore, in conducting its business activities, the Company and TIF share aligned business visions,
so the Proposed Transaction is expected to have a positive impact on the Wholesale Fiber Connectivity
business, TIF, and the Company. Conversely, if the Spin-off were conducted with a non-affiliated party, it
could result in the Company losing control and management over the spun-off Wholesale Fiber
Connectivity Business and Assets, as well as failing to realize the expected synergy between the Company
and the non-affiliated entity.
V. SUMMARY OF FINANCIAL STATEMENTS
A. COMPANY
The table below presents the balance sheet and income statement of the Company, summarized from the
Company’s audited financial statements for the years ended 31 December 2022, 31 December 2023, and
31 December 2024, audited by Purwantono, Sungkoro & Surja Public Accounting Firm (a member firm of
Ernst & Young Global Limited).
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Company Financial Position
in billions of Rupiah
31 December
2022 2023 2024
CURRENT ASSETS 55.057 55.613 63.080
NON-CURRENT ASSETS 220.135 231.429 236.595
TOTAL ASSETS 275.192 287.042 299.675
LONG TERM LIABILITIES 70.388 71.568 76.767
SHORT TERM
LIABILITIES 55.542 58.912 60.418
TOTAL LIABILITIES 125.930 130.480 137.185
TOTAL EQUITY 149.262 156.562 162.490
TOTAL LIABILITIES &
EQUITY 275.192 287.042 299.675
Company Profit and Loss Statement
in billions of Rupiah
31 December
2022 2023 2024
REVENUE
Telephone Revenue 13.588 9.093 6.739
Interconnection Revenue 8.472 9.067 9.187
Data, Internet, and Information
Technology Services Revenue 86.410 90.820 94.338
Network Revenue 2.378 2.482 3.179
IndiHome Revenue 28.020 28.785 26.262
Other Services 5.834 6.183 7.233
Revenue from Lessor Transactions 2.604 2.786 3.029
Total Revenue 147.306 149.216 149.967
COST AND EXPENSES
Operating, Maintenance, and (38.184) (39.718) (41.202)
Telecommunication Service
Expenses
Depreciation and Amortization (33.255) (32.663)
Expenses (32.643)
Employee Expenses (14.907) (15.927) (16.807)
Interconnection Expenses (5.440) (6.363) (6.880)
General and Administrative (5.854) (6.099)
Expenses (6.225)
Marketing Expenses (3.929) (3.530) (3.824)
Unrealized Losses from Changes in (6.438) (748) (188)
Fair Value of Investments
Other Income – Net 26 252 281
Foreign Exchange Gain (Loss) – Net 256 (36) 136
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31 December
2022 2023 2024
OPERATING PROFIT 39.581 44.384 42.991
Financing Income 878 1.061 1.367
Financing Costs (4.033) (4.652) (5.208)
Share of Profit (Loss) of Long-Term
Investments in Associates (87) 1 3
PROFIT BEFORE INCOME TAX 36.339 40.794 39.153
(EXPENSES) / BENEFIT OF
INCOME TAX
Current (9.259) (8.796) (7.635)
Deferred 600 210 (775)
Total (8.659) (8.586) (8.410)
CURRENT YEAR PROFIT 27.680 32.208 30.743
OTHER COMPREHENSIVE
INCOME
Actuarial Profit (Loss) on Defined
Benefit Plans – Net 1.464 (1.389) 635
Other Comprehensive Income
(Loss) – Net 303 (65) 260
TOTAL COMPREHENSIVE
INCOME FOR CURRENT PERIOD 29.447 30.754 31.638
Profit for the year attributable to:
Owners of the Parent Entity 20.753 24.560 23.649
Non-controlling Interests 6.927 7.648 7.094
TOTAL 27.680 32.208 30.743
Total Comprehensive Income for
the Year Attributable to:
Owners of the Parent Entity 22.468 23.083 24.434
Non-controlling Interests 6.979 7.671 7.204
TOTAL 29.447 30.754 31.638
BASIC EARNINGS PER SHARE
(full amount)
Net Profit per Share 209,49 247,92 238,73
Net Profit per ADS (100 Series B 20.949,46 24.792,50 23.872,88
Shares per ADS)
B. TIF
The table below presents the balance sheet and income statement of TIF, summarized from TIF’s audited
financial statement for the year ended 31 December 2023 and 31 December 2024*, audited by
Purwantono, Sungkoro & Surja Public Accounting Firm (a member firm of Ernst & Young Global Limited):
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TIF Financial Position
in billions of Rupiah
31 December
2022 2023 2024
(Unaudited) (Audited)
CURRENT ASSETS - 0,01 3.040,74
NON-CURRENT ASSETS - - 6,97
TOTAL ASSETS - - 3.047,71
LONG TERM LIABILITIES - - 967,76
SHORT TERM
LIABILITIES - - -
TOTAL LIABILITIES - - 967,76
TOTAL EQUITY - 0,01 2.079,95
TOTAL LIABILITIES &
EQUITY - 0,01 3.047,71
- 0,01 3.047,71
TIF Profit and Loss Statement
in billions of Rupiah
31 December
2022 2023 2024
(naudited) (Audited)
REVENUE
Revenue - - 1.821,67
Total Revenue - - 1.821,67
COST AND EXPENSES
Operating and Maintenance
Expenses - - (1.249,46)
Depreciation and Amortization
Expenses - - (0,09)
Employee Expenses - - (382,94)
Service Expenses - - -
Marketing Expenses - - -
Interconnection Expenses - - -
General and Administrative
Expenses - - (20,37)
Loss on Disposal of Fixed Assets - - -
Gain on Sale and Leaseback of
Towers - - -
Unrealized Gains from Changes in
Investment Value - - -
Foreign Exchange Gain (Loss) – Net - - -
Other Expenses – Net - - -
Total Expenses and Charges - - (1.652,86)
Financing Income - - 43,50
Financing Costs - - -
Net Financing Income - - 43,50
Share of Loss of Associates
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31 December
2022 2023 2024
(Unaudited) (Audited)
PROFIT/(LOSS) BEFORE
INCOME TAX - - 212,29
(EXPENSES) / BENEFIT OF
INCOME TAX
Current - - (56,48)
Deferred - - 0,14
Total - - (56,34)
CURRENT YEAR PROFIT/(LOSS) - - 155.95
OTHER COMPREHENSIVE
INCOME
Changes in Pension Plan Values - - -
Changes in Fair Value of Equity
Investments - - -
Share of Comprehensive Income of
Associates - - -
Other Comprehensive Income
(Loss) – Net - - -
TOTAL COMPREHENSIVE
PROFIT/(LOSS) FOR THE
PERIOD - - -
Profit for the year attributable to:
Owners of the Parent Entity - - -
Non-controlling Interests - - -
TOTAL - - -
Total Comprehensive Income for
the Year Attributable to:
Owners of the Parent Entity - - -
Non-controlling Interests - - -
TOTAL - - -
*As TIF was established on 8 December 2023, the Financial Statement does not cover the past three fiscal
years.
VI. TRANSFER OF THE COMPANY’S ASSETS AND LIABILITIES RELATED TO THE SPIN-OFF OF
THE WHOLESALE FIBER CONNECTIVITY BUSINESS AND ASSETS TO TIF
A. INFORMATION REGARDING THE WHOLESALE FIBER CONNECTIVITY BUSINESS AND ASSETS
The Company’s Wholesale Fiber Connectivity Business and Assets constitute a portion of business and
assets which comprises the following products : Metro-Ethernet, wholesale SL WDM, wholesale Access
Network, wholesale Global Link, and wholesale IP Transit products including certain customers related to
the aforementioned products together with all associated assets and liabilities.
The Spin-Off is carried out based on the agreed valuation of the Wholesale Fiber Connectivity Business
and Assets, amounting to Rp35,787,258,000,000 (thirty-five trillion seven hundred eighty-seven billion two
hundred fifty-eight million Rupiah). Accordingly, after the Spin-Off Effective Date, the Company’s
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ownership in TIF will be increased to 99.9999997% (ninety-nine point nine nine nine nine nine nine seven
percent).
The table below presents the balance sheet and income statement of the Wholesale Fiber Connectivity
Business and Assets for the years ended 31 December 2022, 31 December 2023, and 31 December 2024.
Wholesale Fiber Connectivity Financial Position
in billions of Rupiah
31 December
2022 2023 2024
CURRENT ASSETS - - -
NON-CURRENT ASSETS 46.843 48.673 48.850
TOTAL ASSETS 46.843 48.673 48.850
SHORT TERM
LIABILITIES 895 1.790 2.133
LONG TERM LIABILITIES 5.641 9.070 11.178
TOTAL LIABILITIES 6.536 10.860 13.311
TOTAL EQUITY 40.281 37.813 35.486
TOTAL LIABILITIES &
EQUITY 46.843 48.673 48.850
Wholesale Fiber Connectivity Profit and Loss Statement
in billions of Rupiah
31 December
2022 2023 2024
REVENUE
Revenue 1,649 1,770 2,032
Total Revenue 1,649 1,770 2,032
COST AND EXPENSES
Operating and Maintenance
Expenses (2,852) (2,916) (3,777)
Depreciation and Amortization
Expenses (3,135) (3,562) (3,759)
Employee Expenses (695) (827) (935)
Marketing Expenses (64) (77) (93)
General and Administrative
Expenses (79) (116) (137)
Other Income – Net - - (1)
Financial Costs (250) (484) (693)
LOSS BEFORE INCOME TAX (5,426) (6,212) (7,363)
INCOME TAX
(186) (222) (245)
(EXPENSES)/BENEFITS
LOSS FOR THE YEAR (5,612) (6,434) (7,608)
Wholesale Fiber Connectivity Profit and Loss Statement for the year 2022–2024 reflects the spin-off of a
relatively limited portion of revenue to the value of assets spun-off to TIF.
As a result of the business and asset spin-off, particularly in serving operations that remain under the
Company, post-Effective Date, the collaboration between TIF and the Company will be governed through
a business arrangement that includes a revenue-sharing mechanism for the utilization of the transferred
business and assets.
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B. IMPACT OF THE TRANSFER OF THE COMPANY’S ASSETS AND LIABILITIES RELATED TO THE
SPIN-OFF OF THE WHOLESALE FIBER CONNECTIVITY BUSINESS AND ASSETS ON THE
COMPANY
As a result of the Spin-off of the Company’s assets and liabilities related to the Wholesale Fiber
Connectivity Business and Assets to TIF, the pro forma Consolidated Financial Statement of the Company
as of 31 December 2024, before and after the Spin-off, are as follows:
Adjustments
Description Before Spin-off Required in the After Spin-off
Spin-off Process
Total Assets 299.675 - 299.675
Total Liabilities 137.185 - 137.185
Total Equity 162.490 - 162.490
Total Liabilities and Equity 299.675 - 299.675
*in billions of Rupiah
The following are the pro forma Income Statements of the Company before and after the Spin-off:
Adjustments
Description Before Spin-off Required in the After Spin-off
Spin-off Process
Business Profit 42.991 - 42.991
Profit Before Tax 39.153 - 39.153
Income Tax (8.410) - (8.410)
Net Profit After Tax 30.743 - 30.743
Other Comprehensive 895 - 895
Income
Total Profit and 31.638 - 31.638
Comprehensive Income
*in billions of Rupiah
C. IMPACT OF THE TRANSFER OF THE COMPANY’S ASSETS AND LIABILITIES RELATED TO THE
SPIN-OFF OF THE WHOLESALE FIBER CONNECTIVITY BUSINESS AND ASSETS ON TIF
In addition, the Spin-off of the Company’s assets and liabilities related to the Wholesale Fiber Connectivity
Business and Assets to TIF impacts TIF’s financial statements as of 31 December 2024, shown in the pro
forma Financial Statements before and after the Spin-Off as follows:
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Adjustments
Description Before Spin-off Required in the After Spin-off
Spin-off Process
Total Assets 3.048 48.850 51.898
Total Liabilities 968 13.311 14.279
Total Equity 2.080 35.539 37.619
Total Liabilities and Equity 3.048 48.850 51.898
*in billions of Rupiah
The certainty of the assets and liabilities of the Wholesale Fiber Connectivity Business and Assets to be
spun off to TIF will be further governed in the Deed of Spin-Off. Furthermore, in connection with the
implementation of the Spin-off, the Company will undertake actions deemed necessary to complete the
transfer of the spun-off assets and liabilities, as well as the capital contribution to TIF, in compliance with
the applicable laws and regulations.
The pro forma composition of TIF’s shareholding following the increase in the Company’s ownership is as
follows:
A. Before the Spin-Off Plan
Nominal Value of
Shareholders Number of Shares
Shares
%
Company 19.240.000 Rp1.924.000.000.000 99,999%
PT Multimedia Nusantara 1 Rp100.000 0,001%
Total 19.240.001 Rp1.924.000.100.000 100%
B. After the Spin-Off Plan
Nominal Value of
Shareholders Number of Shares %
Shares
Perseroan 377.112.580 Rp37.711.258.000.000 99,9999997
%
PT Multimedia 1 Rp100.000 0,0000003%
Nusantara
Total 377.112.581 Rp37.711.258.100.000 100%
VII. PLAN FOR EMPLOYEES
The Spin-off of the Wholesale Fiber Connectivity Business and Assets to TIF will be carried out with due regard
to the rights, obligations, and employment status of the Company’s employees engaged in the Wholesale Fiber
Connectivity Business and Assets, in accordance with the laws and regulations applicable in Indonesia, the
Company’s internal policies, and the Talent Mobility Agreement dated 21 June 2024, executed by the Company
and TIF. This agreement governs the movement of employees between the Company and TIF in relation to
staffing for the Wholesale Fiber Connectivity Business and Assets in accordance with TIF’s requirements, as
well as the arrangements concerning the rights and obligations of the Company’s and TIF’s employees with
respect to the assignment of such employees.
The announcement regarding the implementation of the Spin-Off has been delivered in writing to all employees
of the Company on 21 October 2025.
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VIII. SETTLEMENT OF RIGHTS AND OBLIGATIONS TOWARDS CREDITORS
In accordance with the laws and regulations applicable in Indonesia, the Company has announced the
Summary of the Spin-off Plan and Information Disclosure in the Harian Terbit newspaper on 21 October 2025,
which date does not exceed the 30 (thirty) day requirement prior to the notice of the Company’s GMS, pursuant
to Article 127 paragraph (2) of the Company Law.
If, within a maximum period of 14 (fourteen) days following the newspaper announcement (the “Creditor
Objection Period”), no creditor of the Company raises any objection or dissent to the Spin-Off plan, then in
accordance with Article 127 paragraph (5) of the Company Law, the creditors shall be deemed to have accepted
and approved the Spin-off.
If there are creditors who do not approve the Spin-off plan, the Company will prepare for or conduct further
negotiations (where feasible) in compliance with applicable laws and regulations.
Should the creditors, after such negotiations, still decide not to approve the Spin-off plan and choose to withdraw
their loans (rights) and/or demand repayment (obligations) of receivables, the Company shall handle and
address such matters accordingly.
IX. NOTIFICATION TO CUSTOMERS
In accordance with the laws and regulations applicable in Indonesia, all assets and liabilities related to the
Wholesale Fiber Connectivity Business and Assets, including agreements or contracts with third parties entered
into by the Company in connection with the Wholesale Fiber Connectivity Business and Assets, shall be
transferred by the operation of law to TIF upon the Spin-off becoming effective. This also includes contracts
with the transferred Wholesale Fiber Connectivity customers.
Accordingly, as of the Spin-off Effective Date, TIF will become the owner of the more integrated Wholesale
Fiber Connectivity Business and Assets, the contracting party with the transferred Wholesale Fiber Connectivity
customers, and the controller of the personal data of the transferred Wholesale Fiber Connectivity customers.
This customer notification is also made to comply with the provisions of Article 48 paragraph (1) of Law No. 27
of 2022 on Personal Data Protection.
During the integration process, customers may continue to use Wholesale Fiber Connectivity products without
changing their configuration or system. It is assured that there will be no immediate impact on Wholesale Fiber
Connectivity products, which will continue to operate without connection disruption and without any additional
costs in connection with the Spin-off.
X. SETTLEMENT OF MINORITY SHAREHOLDERS RIGHTS
If there are shareholders who do not approve the Spin-off plan, such matters will be resolved in accordance
with the applicable Company Law.
Pursuant to Article 126 paragraph (2) of the Company Law, shareholders who dissent from the GMS resolution
regarding the Spin-Off may exercise their rights as set out in Article 62 of the Company Law. In the event of a
Share Buyback, it will be conducted in accordance with Article 37 of the Company Law and OJK Regulation
No. 29 of 2023 concerning Share Buybacks Issued by Public Companies.
Further information regarding this matter is available on the Company’s website: www.telkom.co.id starting from
the date of the Summary of the GMS Minutes.
24
Page 25
Unofficial English translation
This unofficial English translation is provided for reference only. In the event of any inconsistency between, or if there is any discrepancy in interpreting,
provisions in Indonesian language version shall prevail.
XI. GENERAL MEETING OF SHAREHOLDERS (SPIN-OFF APPROVAL AGENDA)
The GMS to approve the Spin-Off plan will be held on 12 December 2025 as one of the agenda items.
Shareholders entitled to attend the GMS are those registered in the Company’s Shareholders Register and/or
holders of sub-accounts of securities at the close of trading on the Stock Exchange on 19 November 2025, or
their legally authorized proxies.
Quorum and GMS Resolutions
Pursuant to Article 25 paragraph (6) of the Company’s Articles of Association, the Spin-off may only be carried
out based on a GMS resolution, provided that the GMS is attended by the Series A Dwiwarna shareholder
(Government of the Republic of Indonesia) and other shareholders and/or their legally authorized proxies,
collectively representing at least ¾ (three-fourths) of the total issued shares with valid voting rights, and
approved by the Series A Dwiwarna shareholder and the other shareholders and/or their proxies, collectively
representing at least ¾ (three-fourths) of the total shares with voting rights present at the GMS.
Second Meeting
In the event that the attendance quorum as described above is not met, a second GMS shall be convened and
shall be deemed valid if attended by the Series A Dwiwarna shareholder and other shareholders and/or their
legally authorized proxies, collectively representing at least 2/3 (two-thirds) of the total issued shares with valid
voting rights, and the resolution must be approved by the Series A Dwiwarna shareholder and the other
shareholders and/or their proxies, collectively representing more than ¾ (three-fourths) of the total shares with
voting rights present at the second GMS.
Third Meeting
If the quorum at the second GMS is not met, a third GMS may be convened, provided that the third GMS is
valid and entitled to make decisions if attended by the Series A Dwiwarna shareholder and other shareholders
and/or their legally authorized proxies, collectively meeting the quorum and decision-making requirements
established by the OJK upon the Company’s request.
XII. ESTIMATED SCHEDULE RELATED TO THE SPIN-OFF
Activity Date
Notification of GMS to OJK 14 October 2025
Announcement of the Spin-off Plan and Information Disclosure : 21 October 2025
in Newspaper
Announcement of the Spin-off Plan to Company Employees : 21 October 2025
Submission Deadline for Creditor Objections : 4 November 2025
Announcement of GMS : 21 October 2025
Notice of GMS : 20 November 2025
GMS : 12 December 2025
Announcement of GMS Result : 16 December 2025
Signing of the Deed of Spin-off : 18 Desember 2025
XIII. LEGAL IMPACT OF THE SPIN-OFF
The Company conducts the Spin-off of the Wholesale Fiber Connectivity Business and Assets in accordance
with Article 135 paragraph (1) letter (b) of the Company Law by transferring the Wholesale Fiber Connectivity
Business and Assets to TIF, and TIF will accept such spin-off, after which TIF will issue new shares in the name
of the Company.
25
Page 26
Unofficial English translation
This unofficial English translation is provided for reference only. In the event of any inconsistency between, or if there is any discrepancy in interpreting,
provisions in Indonesian language version shall prevail.
Accordingly, from the Spin-off Effective Date:
1. Operations, business, activities, and commercial undertakings related to the Wholesale Fiber
Connectivity Business and Assets shall be transferred by the operation of law to, and shall be
conducted by, TIF for the account, risk, and responsibility of TIF as the transferee of the Wholesale
Fiber Connectivity Business and Assets as a result of the Spin-Off.
2. The assets transferred, which are part of the Wholesale Fiber Connectivity Business and Assets, shall
automatically be transferred by the operation of law to TIF.
3. Legal obligations and liabilities of Telkom to any party, which are included in the Wholesale Fiber
Connectivity Business and Assets, shall be transferred by the operation of law to TIF, including but not
limited to obligations to the Government of the Republic of Indonesia (both central and regional),
creditors or other financing institutions, shareholders, employees, and other parties.
4. The handling or resolution of any matter that may arise after the Spin-Off Effective Date in relation to
the Wholesale Fiber Connectivity Business and Assets (including all reasonable costs incurred in
addressing such matters) shall be conducted in accordance with the terms of the Conditional Spin-Off
Agreement.
XIV. STATEMENT OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS
The Board of Directors and Board of Commissioners of the Company hereby state that the Proposed
Transaction constitutes a Material Transaction and an Affiliated Transaction. However, the Proposed
Transaction does not involve any conflicts of interest as referred to in POJK 42/2020.
The Board of Directors and Board of Commissioners of the Company, both individually and collectively, are
responsible for the completeness and accuracy of all information or material facts contained in this Spin-off
Plan and Information Disclosure, and affirm that the information presented is true and that no material facts
have been omitted that could render this information misleading.
XV. ADDITIONAL INFORMATION
This Spin-Off Plan and Information Disclosure is prepared for the benefit of the Company’s shareholders,
employees, the public, and other relevant parties, and may be obtained at the Company’s office located at
Telkom Landmark Tower, 51st Floor, Jl. Jendral Gatot Subroto Kav. 52, South Jakarta, starting from the date
of the announcement of the Summary of the Spin-Off Plan and Information Disclosure in the newspaper until
the date of the Company’s GMS convened to approval of the Spin-Off Plan and Information Disclosure.
Any questions regarding this Spin-off Plan and Information Disclosure should be submitted in writing to the
Company addressed to:
Investor Relation
Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk
Telkom Landmark Tower, 51st Floor, Jl. Jendral Gatot Subroto Kav. 52, South Jakarta
Email : investor@telkom.co.id
This Spin-off Plan and Information Disclosure is hereby prepared to comply with the applicable regulations.
Bandung, 21 October 2025
Perusahaan Perseroan (Persero) PT Telkom Infrastruktur Indonesia
PT Telekomunikasi Indonesia Tbk Board of Directors
Board of Directors ***
***
***
***
26
Names mentioned 42 people and organisations named in the text · linked when the evidence is strong
unresolved
org
TELEKOMUNIKASI INDONESIA Tbk
p.1 ×16
unresolved
org
PT TELKOM INFRASTRUKTUR INDONESIA PERUSAHAAN PERSEROAN (PERSERO)
p.1
unresolved
org
Financial Services Authority
p.1 ×5
unresolved
org
Indonesia Stock Exchange
p.3
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.3
unresolved
org
Young Global Limited
p.3 ×4
unresolved
org
Minister of Law
p.3 ×5
unresolved
org
Minister of Law and Human Rights
p.3 ×4
unresolved
org
Minister of Finance Regulation
p.4 ×3
unresolved
org
PT Multimedia Nusantara
p.7 ×3
unresolved
org
PT Multimedia Nusantara’s
p.8
unresolved
person
Imas Fatimah
· Notaris
p.9
unresolved
org
Minister of Justice
p.9
unresolved
person
Ashoya Ratam
· Notaris
p.9 ×5
unresolved
org
Ministry of Law
p.9
unresolved
org
Ministry of Law and Human Rights
p.12 ×2
unresolved
org
PT Datindo Entrycom
p.12
unresolved
person
Aulia Taufani
· Notaris
p.13
unresolved
—
Planning & Operations
p.14
unresolved
org
PT Multimedia
p.23
unresolved
org
Government of the Republic of Indonesia
p.25 ×2
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
Rule parser
Needs review
confidence 0.091
4950 ms
12 Sep 2026 22:34
Raw output
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