Back to announcement
20251007_EDGE_Transaksi Material Tanpa Persetujuan RUPS_31965535_lamp2.pdf
Asset transaction Needs review EDGESource file signed link, expires in 15 minutes
Extracted text 8
Page 1
INFORMATION DISCLOSURE TO SHAREHOLDERS
PT Indointernet Tbk
Domiciled in South Tangerang
Business Activities
Engaged in telecommunications, information service activities, computer programming, and consulting
services
Head Office
Jl. Rempoa Raya No. 11
Rempoa, East Ciputat, South Tangerang 15412
Telephone: (021) 7388 2525, Facsimile: (021) 7388 2626
Email: corporate.secretary@indonet.id
Website: www.indonet.id/id/
INFORMATION DISCLOSURE TO SHAREHOLDERS IS PROVIDED BY THE COMPANY IN ORDER
TO COMPLY WITH THE PROVISIONS OF: (i) FINANCIAL SERVICES AUTHORITY (“OJK”)
REGULATION NUMBER 17/POJK.04/2020 CONCERNING MATERIAL TRANSACTIONS AND
ALTERATION OF BUSINESS ACTIVITIES (“POJK 17/2020”); (ii) OJK REGULATION NUMBER
42/POJK.04/2020 CONCERNING AFFILIATED TRANSACTIONS AND CONFLICTS OF INTEREST
TRANSACTIONS (“POJK 42/2020”); AND (iii) OJK REGULATION NUMBER 31/POJK.04/2015
CONCERNING DISCLOSURE OF MATERIAL INFORMATION OR FACTS BY ISSUERS OR PUBLIC
COMPANIES, IN CONNECTION WITH THE OBTAINING OF LOAN FACILITIES AND THE
GRANTING OF GUARANTEES BY THE COMPANY AND PT EKAGRATA DATA GEMILANG (“EDG”).
IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE 11 OF POJK 17/2020, THIS MATERIAL
TRANSACTION IS NOT REQUIRED TO ENGAGE AN APPRAISER NOR TO OBTAIN THE
APPROVAL OF THE GENERAL MEETING OF SHAREHOLDERS BECAUSE IT CONSTITUTES A
LOAN TRANSACTION RECEIVED DIRECTLY FROM A BANK AND THE PROVISION OF
GUARANTEES TO A BANK.
THE INFORMATION SET FORTH IN THIS INFORMATION DISCLOSURE IS IMPORTANT FOR THE
COMPANY’S SHAREHOLDERS TO READ AND CONSIDER. IF YOU HAVE DIFFICULTY
UNDERSTANDING THE INFORMATION CONTAINED IN THIS INFORMATION DISCLOSURE,
YOU SHOULD CONSULT WITH LEGAL COUNSEL, A PUBLIC ACCOUNTANT, A FINANCIAL
ADVISOR, OR OTHER PROFESSIONALS.
THE COMPANY’S DIRECTORS PROVIDES THE INFORMATION SET FORTH IN THIS
INFORMATION DISCLOSURE WITH THE INTENT TO GIVE MORE COMPLETE INFORMATION
AND/OR AN OVERVIEW TO THE COMPANY’S SHAREHOLDERS REGARDING THE MATERIAL
TRANSACTION AS PART OF THE COMPANY’S COMPLIANCE WITH POJK 17/2020.
THE COMPANY’S DIRECTORS AND BOARD OF COMMISSIONERS, BOTH INDIVIDUALLY AND
JOINTLY, ARE FULLY RESPONSIBLE FOR THE TRUTH AND COMPLETENESS OF THE
INFORMATION DISCLOSED IN THIS INFORMATION DISCLOSURE AND, AFTER HAVING
CONDUCTED A THOROUGH EXAMINATION, CONFIRM THAT THE INFORMATION CONTAINED
IN THIS INFORMATION DISCLOSURE IS TRUE AND THAT THERE ARE NO MATERIAL AND
RELEVANT FACTS WHICH HAVE NOT BEEN DISCLOSED OR WHICH HAVE BEEN OMITTED SO
AS TO RENDER THE INFORMATION PROVIDED IN THIS INFORMATION DISCLOSURE UNTRUE
AND/OR MISLEADING.
This Information Disclosure is issued in South Tangerang on 7 October 2025.
1
Page 2
DEFINITION
Deed No. 87/2025 : Minutes of the Company’s Annual General Meeting of
Shareholders Deed No. 87 dated June 17, 2025, drawn up
before Jose Dima Satria, S.H., M.Kn., Notary in South Jakarta
Bank : PT Bank Central Asia Tbk, a limited liability company duly
established and existing under the laws of the Republic of
Indonesia and domiciled in Central Jakarta, acting as the
creditor under the Credit Agreement
DPS : Shareholders Register
EDG : PT Ekagrata Data Gemilang, a limited liability company duly
established and existing under the laws of the Republic of
Indonesia and domiciled in South Jakarta, which is a Controlled
Company of the Company
EDGE1 : EDGE1 data center building owned by EDG, located in Mampang
Prapatan, South Jakarta, DKI Jakarta
EDGE2 : EDGE2 data center building owned by EDG, located in Setiabudi,
South Jakarta, DKI Jakarta
Initial Credit Facility : The credit facility previously obtained by EDG from the Bank
based on Initial Credit Facility
Credit Facility : The total credit facility amounts to a maximum of
Rp5,500,000,000,000 (five trillion five hundred billion Rupiah),
which represents a repackaging of the Initial Credit Facility as
well as the addition of new credit facilities
Circular Resolution of EDG’s : Circular Resolution in Lieu of an Extraordinary General Meeting
Shareholders of Shareholders of EDG, dated 30 September 2025
Company’s Financial Statements : The Company’s Consolidated Financial Statements as of 31
December 2024, which have been audited by the Public
Accounting Firm Rintis, Jumadi, Rianto & Rekan
POJK 17/2020 : Regulation of the OJK Number 17/POJK.04/2020 concerning
Material Transactions and Changes in Business Activities, dated
20 April 2020
POJK 31/2015 : Regulation of the OJK Number 31/POJK.04/2015 concerning
Disclosure of Information or Material Facts by Issuers or Public
Companies, dated 16 December 2015
POJK 42/2020 : Regulation of the OJK Number 42/POJK.04/2020 concerning
Affiliated Transactions and Conflict of Interest Transactions,
dated 1 July 2020
Company’s Shareholders : The shareholders of the Company whose names are registered
in the Company’s shareholders register issued by the Securities
Administration Bureau
Initial Credit Agreement : Deed of Credit Agreement No. 124 dated March 28, 2022,
drawn up before Sri Buena Brahmana, S.H., M.Kn., Notary in
South Jakarta, executed by and between EDG and the Bank
2
Page 3
Restated Credit Agreement : Deed of Amendment and Restatement of Credit Agreement No.
5, dated 6 October 2025, drawn up before Karin Christiana
Basoeki, S.H., Notary in Central Jakarta, executed by and
among the Company, EDG, and the Bank
Company : PT Indointernet Tbk, a limited liability company duly established
and existing under the laws of the Republic of Indonesia and
domiciled in South Tangerang City
Controlled Company : A company that is directly or indirectly controlled by the
Company
Transaction : Credit Facility received by the Company and EDG from the
Bank, secured by the assets of both the Company and EDG
GMS : General Meeting of Shareholders
INTRODUCTION
The information contained in this Information Disclosure is conveyed to the Company’s shareholders in
connection with the obtaining of the Credit Facility by the Company and EDG from the Bank, as well as the
provision of security by the Company and EDG. Based on the Company’s Financial Statements, the total
value of the Company’s equity amounts to IDR 1,708,949,247,821 (one trillion seven hundred eight billion
nine hundred forty-nine million two hundred forty-seven thousand eight hundred twenty-one Rupiah).
Accordingly, the Transaction value represents more than 50% (fifty percent) of the Company’s equity value.
Therefore, the Transaction constitutes a material transaction as referred to in Article 3 and Article 6
paragraph (1) letter (d) of POJK 17/2020. Pursuant to Article 11 letters (b) and (c) of POJK 17/2020, the
Transaction is not required to engage an appraiser nor to obtain approval from the General Meeting of
Shareholders, as it constitutes a loan transaction received directly from the Bank and the granting of security
to the Bank. Nevertheless, the Company remains obliged to announce this Information Disclosure to the
public and submit this disclosure and its supporting documents to the OJK in accordance with Article 6
paragraph (1) letters (b) and (c) of POJK 17/2020.
In connection with the Transaction, the Company and EDG have provided cross-collateralized guarantees
to the Bank, thereby constituting an Affiliated Transaction as referred to in POJK No. 42/POJK.04/2020.
However, this Transaction does not constitute a conflict of interest as regulated under POJK 42/2020.
Referring to Article 33 of POJK 17/2020, in the event that an affiliated transaction also qualifies as a material
transaction, the Company shall comply with the requirements for material transactions as stipulated under
POJK 17/2020.
Pursuant to the provisions of Article 102 paragraph (1) of Law No. 40 of 2007 concerning Limited Liability
Companies, approval of the General Meeting of Shareholders is required if the company’s assets pledged
as debt collateral amount to more than 50% (fifty percent) of the company’s net assets. In compliance with
such requirement, the Company and EDG have each obtained approval from their respective shareholders
as set forth in Deed No. 87/2025 and the EDG Circular Resolution.
BRIEF DESCRIPTION OF THE TRANSACTION
The following is a brief description of the Transaction:
A. Object of the Transaction
The provision of the Credit Facility to joint borrowers (the Company and EDG) with the purpose of
refinancing the Initial Credit Facility, project financing EDGE2 and other general corporate purposes.
B. Transaction Value
The repackaging of the Initial Credit Facility and the addition of new credit facilities with a total
maximum amount of Rp5,500,000,000,000 (five trillion five hundred billion Rupiah), secured by the
3
Page 4
assets of the Company and EDG, with the value of the security exceeding 50% of the net assets of
each of the Company and EDG.
C. Parties Involved in the Transaction
1. PT Indointernet Tbk (the Company)
Address : Jl. Rempoa Raya No. 11, Rempoa, East Ciputat, South Tangerang
15412
Telephone : (021) 7388 2525 / Facsimile: (021) 7388 2626
E-mail : corporate.secretary@indonet.id
Business Activities : Pursuant to Article 3 of the Company’s Articles of Association, the
purpose and objective of the Company are to engage in the
business of telecommunications, information service activities,
computer programming, computer consultancy, and other related
activities.
Management and Supervision
The current composition of the Company’s Directors and Board of Commissioners is as follows:
Directors
President Director : Andrew Joseph Rigoli
Director : Donauly Elena Situmorang
Director : Horatio Vai Kei Chan
Director : Agus Ariyanto
Director : Yudie Haryanto
Board of Commissioners
President Commissioner : Jonathan Paul Walbridge
Independent Commissioner / : Rinaldi Firmansyah
Vice President Commissioner
Commissioner : Jonathan Jiang Chou
Commissioner : John Randall Freeman Jr.
Commissioner : Stephen Duffus Weiss
Independent Commissioner : Sabam Hutajulu
The composition of shareholders based on the DPS as of 30 September 2025, issued by PT Adimitra
Jasa Korpora, is as follows:
No. Name of Shareholder Number of Shares Percentage
1. Digital Edge (Hong Kong) Limited 1,193,969,000 59.1%
2. Digital Edge (HK) SPVI Limited 666,682,500 33.0%
3. Public 159,598,500 7.9%
TOTAL 2,020,250,000 100%
2. PT Ekagrata Data Gemilang (EDG)
Address : Menara Tendean Building, 22nd Floor, Units D & E, Jl. Kapten
Tendean No. 20C, West Kuningan Sub-district, Mampang Prapatan
District, South Jakarta 12710
Telephone : (021) 30007676
E-mail : connect@edge.id
Business Activities : Pursuant to Article 3 of EDG’s Articles of Association, the purpose and
objective of EDG are to engage in the business of hosting activities
(data storage on servers) and other activities related thereto.
Management and Supervision
The most recent composition of the Directors and Board of Commissioners of EDG is as follows:
4
Page 5
Directors
President Director : Stephanus Oscar
Director : Andrew Joseph Rigoli
Director : Anthony Jauw Waludin
Board of Commissioners
Commissioner : Donauly Elena Situmorang
Shareholding Composition
No. Name of Shareholder Number of Shares Percentage
1. PT Indointernet Tbk 1,013,198 99.83%
2. Digital Edge (Hong Kong) Limited 1,686 0.17%
Total 1,014,884 100%
3. PT Bank Central Asia Tbk (Bank)
Address : Jl. MH Thamrin No. 1, Central Jakarta 10310
Telephone : 021 – 23588000
E-mail : corcom_bca@bca.co.id
Business Activities : Banking
Management and Supervision
The composition of the Directors and the Board of Commissioners of the Bank as of the date hereof
is as follows:
Directors
President Director : Gregory Hendra Lembong
Vice President Director : Armand Wahyudi Hartono
Vice President Director : John Kosasih
Director : Tan Ho Hien/Subur, also known as Subur Tan
Director : Rudy Susanto
Director : Lianawaty Suwono
Director : Santoso
Director : Vera Eve Lim
Director : Haryanto Tiara Budiman
Director : Frengky Chandra Kusuma
Director : Antonius Widodo Mulyono
Director : Hendra Tanumihardja
Board of Commissioners
President Commissioner : Jahja Setiaatmadja
Commissioner : Sumantri Slamet
Commissioner : Tonny Kusnadi
Commissioner : Cyrillus Harinowo
Commissioner : Raden Pardede
The composition of shareholders based on the DPS as of 30 September 2025, issued by PT Raya
Saham Registra, is as follows:
No. Name of Shareholder Number of Shares Percentage
1. Vera Eve Lim 2,731,601 0.002%
2. Gregory Hendra Lembong 1,531,282 0.001%
3. Haryanto Tiara Budiman 1,057,378 0.001%
4. Frengky Chandra Kusuma 2,429,926 0.002%
5. John Kosasih 1,094,492 0.001%
6. Antonius Widodo Mulyono 440,838 0%
7. PT Dwimuria Investama Andalan 67,729,950,000 54.942%
5
Page 6
8. Robert Budi Hartono 28,135,000 0.023%
9. Bambang Hartono 27,025,000 0.022%
10. Pihak Afiliasi Pengendali 3,026,977,500 2.455%
11. Jahja Setiaatmadja 34,933,644 0.03%
12. Armand Wahyudi Hartono 4,256,065 0.003%
13. Tan Ho Hien/Subur, also known 11,169,044 0.009%
as Subur Tan
14. Rudy Susanto 3,431,711 0.003%
15. Lianawaty Suwono 2,840,417 0.002%
16. Santoso 3,169,028 0.003%
17. Hendra Tanumihardja 193,206 0%
18. Tonny Kusnadi 7,502,058 0.006%
19. Saham Treasury 28,317,500 0.023%
20. Scripted Shares Public 11,248,880 0.009%
Shareholders
21. Non-Scripted Shares Public 52,346,615,430 42.463%
Shareholders
TOTAL 123,275,050,000 100%
D. Explanation of the Transaction and Key Provisions in the Agreement
On 6 October 2025, the Company, EDG and the Bank entered into a Restated Credit Agreement, in
terms of which the Company and EDG obtained Credit Facility aggregating to a maximum of IDR
5,500,000,000,000 (five trillion five hundred billion Rupiah). The indebtedness arising from the Credit
Facilities is secured by assets owned by the Company and EDG. No security has been created on the
assets of the shareholders of the Company. The details of the Transaction are as follows:
Parties
Debtor : PT Indointernet Tbk
Debtor : PT Ekagrata Data Gemilang
Creditor : PT Bank Central Asia Tbk
Guarantor : PT Indointernet Tbk and PT Ekagrata Data Gemilang
Details of the Credit Facilities
1. Investment Credit Facilities 1 – 4:
Facility Amount : Maximum of IDR 5,460,800,000,000 (five trillion four hundred
sixty billion eight hundred million Rupiah)
Interest : A combination of fixed interest rate and floating interest rate
Term : 9 years
Purpose : To refinance the Initial Credit, finance the completion of
construction of EDGE2 data center and general corporate
purposes.
2. Multi Credit Facility:
Facility Amount : Maximum of IDR 39,200,000,000 (thirty-nine billion two
hundred million Rupiah), consisting of (i) Letter of Credit (L/C)
facility; (ii) Domestic Documentary Credit (SKBDN) facility; and
(iii) Bank Guarantee facility
Interest : In accordance with the Bank’s prevailing terms and conditions.
Term : 36 months from the date of execution of the Amendment to
the Credit Agreement
Purpose : To support the business needs of the Company and EDG
through the provision of non-fund-based facilities
3. Collateral and Security : 1. Pledge over all of the Company’s shares in EDG;
Conditions 2. Land and buildings owned by the Company, located in
Rempoa, Tangerang Selatan;
3. Fiduciary security over the Company’s fiber optic cable
assets;
6
Page 7
4. Land and buildings owned by EDG, including EDGE1 and
EDGE2;
5. Fiduciary security over EDG’s machinery and equipment;
6. Pledge over the Debt Service Reserve Account of the
Company and EDG.
4. Prohibited Acts by the : For as long as the Company and EDG have any outstanding
Company and EDG indebtedness to the Bank under the Amendment to the Credit
Agreement, without the Bank’s prior written consent, the
Company and EDG shall be prohibited from, among others:
a. obtaining additional loans, except for loans of a certain
amount and under specific terms as stipulated in the
Restated Credit Agreement;
b. acting as a guarantor and/or encumbering the Company’s
and EDG’s assets in favor of other parties, except for
certain security interests as stipulated in the Restated
Credit Agreement;
c. selling or disposing of immovable property or principal
assets used in their business operations, except for
purposes of carrying out their ordinary business activities;
d. undertaking consolidation, merger, or dissolution
accompanied by liquidation;
e. conducting transactions in a manner that deviates from or
is inconsistent with existing practices and customary
business conduct.
In the event that the Company and/or EDG fail to comply with the terms of the Restated Credit
Agreement leading to an Event of Default, EDG and the Company shall be required to settle such
amount in accordance with the terms and conditions of the security arrangement.
CONSIDERATION AND RATIONALE FOR THE TRANSACTION AND THE IMPACT OF THE
TRANSACTION ON THE COMPANY’S FINANCIAL CONDITION
A. Consideration and Rationale for the Transaction
The Company and EDG are engaged in the digital infrastructure sector. The Credit Facility will be
used to support the strategic agenda of the Company and EDG, including data center and fiber
expansion to meet the increasing demand and needs of its customers.
B. Impact of the Transaction on the Company’s Financial Condition
Withdrawing the Credit Facility from the Bank will increase the liabilities of the Company and EDG.
However, on the other hand, this financing facility will strengthen the funding structure of both the
Company and EDG, as well as enhance their capacity to accelerate the expansion of data centers
and fiber optic networks in Indonesia. The Credit Facility is also expected to improve financial
flexibility and liquidity, and support the cash flow of the Company and EDG, both in the short and
long term.
STATEMENT OF THE DIRECTORS AND THE BOARD OF COMMISSIONERS
The Directors and the Board of Commissioners of the Company hereby declare the following:
1. This Information Disclosure is complete and complies with the requirements stipulated under POJK
17/2020;
2. This Transaction does not contain any conflict of interest as referred to in POJK 42/2020; and
7
Page 8
3. The statements contained in this Information Disclosure do not include any untrue or misleading
statements, information, or facts, and have disclosed all material information or facts necessary
for investors to make an informed decision in relation to the Transaction.
ADDITIONAL INFORMATION
For further information regarding the Transaction, the shareholders of the Company may contact the
Corporate Secretary of the Company during the Company’s regular business days and hours at the
following address:
PT Indointernet Tbk
Head Office
Jl. Rempoa Raya No. 11
Rempoa, East Ciputat, South Tangerang 15412
Telephone: (021) 7388 2525, Facsimile: (021) 7388 2626
Email: corporate.secretary@indonet.id
Website: www.indonet.id/id/
8
Names mentioned 39 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1
unresolved
person
Jose Dima Satria
· Notaris
p.2
unresolved
org
Rianto & Rekan
p.2
unresolved
person
Sri Buena Brahmana
· Notaris
p.2
unresolved
person
Karin Christiana Basoeki
· Notaris
p.3
unresolved
org
PT Adimitra Jasa Korpora
p.4
unresolved
org
Digital Edge (HK) SPVI Limited
p.4
unresolved
org
SPVI Limited
p.4
unresolved
org
PT Raya Saham Registra
p.5
unresolved
org
PT Dwimuria Investama Andalan
p.5
unresolved
org
PT Ekagrata Data Gemilang Creditor
p.6
unresolved
org
PT Ekagrata Data Gemilang Details
p.6
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
1465 ms
12 Sep 2026 22:34
Raw output
{'appraiser_exempt': None,
'appraiser_name': '',
'assets': [],
'currency': None,
'fact_type': '',
'issuer_name': '',
'kind': 'MATERIAL_FACT',
'kjpp_name': '',
'letter_number': '',
'object_text': '',
'object_truncated': False,
'parties': [],
'pct_of_equity': None,
'reference_period': '',
'requires_rups': None,
'rups_date': None,
'ticker': '',
'transaction_date': None,
'valuation_date': None,
'value': None}