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Page 1 OCR 0.923
Unofficial English Translation
INFORMATION DISCLOSURE
TO THE SHAREHOLDERS OF
PT TOWER BERSAMA INFRASTRUCTURE TBK
The Board of Commissioners and the Board of Directors of the Company, either severally or jointly, are fully responsible
for the completeness and accuracy of all information or material facts stated in this information disclosure (“Disclosure
of Information”) and emphasize that the information provided in this Disclosure of Information is true and there are
no undisclosed material facts that may render the material information in this Disclosure of Information become untrue
and/or misleading.
If you have any difficulty in understanding the information stated in this Disclosure of Information or are in doubt in
making any decision, we recommend you to consult with a securities intermediary, investment manager, legal
consultant, public accountant, or other professional advisors.
X. TOWER
L BERSAMA
“) N GROUP
PT. TOWER BERSAMA INFRASTRUCTURE Tbk.
(the “Company” or “TBIG”)
Business Activities:
Integrated Telecommunication Infrastructure Service Provider through Subsidiaries
At present, the Company's main business activity is investing or participating in Subsidiaries.
Domiciled in South Jakarta, Indonesia
Head Office:
The Convergence Indonesia, Lantai 11 Kawasan Rasuna Epicentrum
Jl. H.R. Rasuna Said Jakarta Selatan 12940, Indonesia
Telp. (62-21) 2924 8900 Fax. (62-21) 2157 2015
Email: corporate.secretary@tower-bersama.com
Website: www.tower-bersama.com
Regional Offices:
13 kantor regional yang terletak di Medan, Pekanbaru, Palembang, Lampung, Jakarta, Banten, Bandung, Semarang,
Surabaya, Denpasar, Balikpapan, Makassar dan Papua
This Information Disclosure is provided by the Company in connection with the planned changes to business activities to be carried
out by PT Tower Bersama, which are controlled companies of the Company, involving the addition of business activities in Netwark
Access Point which is part of KBLI:61107 to comply with the provisions of Article 32 in conjunction with Article 22 paragraph (1)
subparagraph a of the Financial Services Authority Regulation No. 17/POJK.04/2020 regarding Material Transactions and Changes
in Business Activities ("POJK 17/2020").
GMS to approve this transaction will be held on August 24, 2026 from 10:00 - finish
The Disclosure of Information is issued in Jakarta on July 16, 2026
Page 2 OCR 0.895
Unofficial English Translation NU - TOWER »” « BERSAMA AN sroup TABLE Of CONTENTS Page DEFINITION 2 CHAPTER | INFORMATION ABOUT THE COMPANY 3 CHAPTER II INTRODUCTION 10 CHAPTER III BRIEF DESCRIPTION OF THE TRANSACTION 11 1. Brief Description of TB 2. Availability of Expertise Related to the Change of Business Activities Plan 3. Explanation of the Impact of Plan of Change of Business Activities on the Company's Financial Condition 4. Explanation, Consideration and Reasons for the Change of Business Activities Plan CHAPTER IV SUMMARY OF FEASIBILITY STUDY ON THE CHANGE 15 OF BUSINESS ACTIVITIES CHAPTER V GENERAL MEETING OF SHAREHOLDERS 17 CHAPTER VI ADDITIONAL INFORMATION 19 PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 1 Jl. H.R, Rasuna Said, Jakarta Selatan 12940 Telp : 462 21 2924 8900 Fax 1462 21 2157 2015
Page 3 OCR 0.927
Unofficial English Translation RN - TOWER «”' « BERSAMA / N Group DEFINITION Subsidiaries means a company whose financial statements are consolidated with the Company in accordance with the applicable accounting standards in Indonesia. Public Appraisal Service means an entity has obtained a business license from the Minister of Office Finance as a framework for Public Appraisers to conduct business in the field of appraisal and other services. KBLI means Indonesian Business Field Standard Classification Group (KBLI) KJPP MPR means Martokoesoemo, Pakpahan & Rekan Public Appraisal Office, an appraisal service company registered with business license number 2.09.0070 through a Copy of the Decree of the Minister of Finance of the | Republic of Indonesia Number 440/KM.1/2019, which has appraisal experience (track record) with A (Asset) and B (Business) classification. ( OJK means Financial Service Authority, an independent state institution, whose- duties and authorities covers regulatory, supervisory, inspection,:.and investigation as stipulated in Act No. 21 of 2011 dated 22 November 2011 | (on Financial Service Authority as the substitute body of Bapepam:LK effective since 31 December 2012), as amended by P2SK Law. Company or TBIG means PT Tower Bersama infrastructurg Tbk (formerly known as PT Banyan Mas), domiciled in South Jakarta, a publicly listed company established by virtue of the law of the Republic of Indonesia. POIK No. 15/2020 means OJK Regulation .No. 15/POJK.04/2020 dated April 21, -2020 |. regarding Planning and Organizing General Meetings of Sharehoiders of Public Companies. . POJK No. 17/2020 means OJK Regulation No. 17/POJK.04/2020 dated April 20, 2020 regarding Material Transaction and Change of Business Activities. POIK No. 14/2025 means OJK Regulation No. 14 of 2025 dated July 1, 2025, regarding the Conduct of General Meetings of Shareholders, General Meetings of Bondholders, and General Meetings of Sukuk Holders by Electronic Means. Change of Business | means the plan to change business-activities by adding new business Activities Plan activities by TB, a subsidiary, whereby TB contributed revenue of more than 20X to the Company's revenue GMS means a general meeting of shareholders of the Company Business Feasibility Study | means a professional assessment assignment provided by a Business Appraiser in the form of an opinion to determine the feasibility of a business or project. Appraisal Date means in this report has the same meaning as Business Feasibility Study Date, which is the date of issuance of an opinion to determine the feasibility of a business or project. TB means PT Tower Bersama, subsidiary of the Company P2SK Law means Law No. 4 of 2023 dated 12 January 2023 on Development and : Strengthening of the Financial Sector, State Gazette of the Republic of Indonesia No. 4 of 2023, Supplementary State Gazette of the Republic of Indonesia No. 6845. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 2 Jl. H.R. Rasuna Said, Jakarta Selatan 12940 Telp : 462 212924 8900 Fax 1162 212157 2015
Page 4 OCR 0.920
Nu, TOWER
/ N Group
L INFORMATION ABOUT THE COMPANY
The Company was established under the name PT Banyan Mas, a limited liability company established
and governed by the laws of the Republic of Indonesia, with its registered office in South Jakarta, by
virtue of Deed of Establishment No. 14 dated 8 November 2004 made before Notary Dewi Himijati
Tandika, S.H, Notary in Jakarta, and approved by the Minister of Law and Human Rights of the Republic
of Indonesia ("MOLHR") pursuant to Decree No. C-28415HT.01.01.TH.2004 dated 12 November 2004,
registered at the Company Registration Office of South Jakarta under No. 2564/BH.09.03/XI1/2004
dated 14 December 2004 and announced in the State Gazette of the Republic of Indonesia No. 5 dated
18 January 2005, Supplement No. 616.
The Company's Articles of Association as contained in the Deed of Establishment have been amended
several times, most recentiy by the Deed of Statement of Meeting Resolutions on Amendments to the
Articles of Association No. 116 dated 23 May 2022, made before Jose Dima Satria, S.H., M.Kn., Notary
in South Jakarta ("Deed No. 116/2022"), which was approved by the MOLHR pursuant to Decree No.
AHU-0038668.AH.01.02.TAHUN 2022 dated June 8 2022 and registered at the Company Registry
under No. AHU-0106607.AH.01.11.TAHUN 2022 dated June 8 2022. Based on Deed No. 116/2022, the
shareholders at the Company's GMS have approved, among other things: the amendment to Article 3
of the Company's Articles of Association in orderto align and adjust with the 2020 Indonesian Business
Sector Classifications.
Based on the provisions of Article 3 of the Company's Articles of Association, the Company's objectives
and purposes are to invest or participate in other companies engaged in telecommunications support
activities and business in the service sector, particularly telecommunications support services. In
order to achieve the above objectives and purposes, the Company may carry out main business
activities with respect to holding company activities (KBLI No. 64200) and other management
Consulting activities (KBLI No. 70209). To support these main business activities, the Company may
carry out supporting business activities, namely telecommunications central construction (KBLI No.
42206), telecommunications installation (KBLI No. 43212) and cable telecommunications activities
(KBLI No. 61100).
Currently, the Company has carried out all business activities in accordance with Article 3 of the
Company's Articles of Association by investing or participating directly and indirectly in 21 Subsidiaries
and 2 Associated Companies, which are engaged in providing telecommunications services, towers,
fiber optic networks, internet service provider, telecommunications work, investment and realestate.
Capital Structure and Sharehoidering Composition
Based on the List of Company Shareholders as of 30 June 2026 issued by PT Datindo Entrycom as the
Securities Administration Bureau, the capital structure and shareholding composition of the Company
are as follows:
PT Tower Bersarna Infrastructure, Tbk
Gedung The Convergence Indonesia (TCI), Lantai 11
Kawasan Rasuna Epicentrum RA
JI. H.R, Rasuna Said, Jakarta Selatan 12940 3 caman a
Telp : 162 21 2924 8900 menes || SERA
Fax 1462 21 2157 2015 F
Page 5 OCR 0.852
Unofficial English Translation Nu - TOWER » BERSAMA / N Group Description Nominal Value Rp20 per Share » Number of Nominal Value (Rupiah) Yoning Authorized Capital 72,100,600,000 1,442,012,000,000 Issued and Paid Up Capital Bersama Digital Infrastructure Asia Pte. Ltd. 18,418,171,023 368,363,420,460 81671 PT Wahana Anugerah Sejahtera 2122,271,590 42,445,431,800 9.41K Edwin Soeryadjaya 71,585,630 1,481,712,600 0.325 Hardi Wijaya Liong 68,359,905 1,367,198,100 0.201 Budianto Purwahjo 51025,000 100,500,000 0.021 Herman Setya Budi 4,625,000 92,500,000 0.021, Helmy Yusman Santoso 3,125,000 62,500,000 001 Public (ownership less than 596) 1,857,481,197 37,140,023,540 3.2a1 22,560,514,345 451,212,286,900 100.0056 Treasury Shares 106,385,100 2,127,702,000 - Total of Issued and Paid Up Capital 22,656,999,445 453,139,988,900 100.001 Remaining Shares in Portfolio 49,443,600,555 988,872,011,100 Composition of the Company's Board of Commissioners and Board of Directors Based on the Deed of Meeting Resolution No. 40 dated June 10, 2025, made before Jose Dima Satria, S.H., M.Kn., Notary in South Jakarta, which has been notified to the Minister of Law based on the Letter of Acceptance of Notification of Changes in Company Data No. AHU-AH.01.09-0297393 dated June 12, 2025 and registered in the Company Register with No. AHU-0129707.AH.01.11.TAHUN 2025 dated June 12, 2025, the composition of the Company's Board of Directors and Board of Commissioners are as follows: Board af Commissioners Name | | Position “T Term of Office | Edwin Soeryadjaya Presiden Komisaris GMS 2025 s/d GMS 2030 | Verena Lim | Komisaris “1 GMS 2025 s/d Gms 2030 | Ludovicus Sensi Wondabio Komisaris Independen GMS 2025 s/d GMS 2030 —— f Heri Sunaryadi — | Komisaris Independen ! GMS 2025 s/d GMS 2030 | Board of Directors Name Position Term of Office Herman Setya Budi Presiden Direktur GMS 2025 s/d GMS 2030 "Hardi Wijaya Liong "Wakil Presiden Direktur ' GMS 2025 s/d GMS 2030 Budianto Pawan” “Direktur MS 2025 s/d GMS 2030 Helmy Yusman Santoso ! Direktur | GMS 2025 s/d GMS 2030 Leonardus Wahyu Wasono Mihardjo | Direktur GMS 2025s/d GMS 2030 ”—— PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum LROA Jl. H.R. Rasuna Said, Jakarta Selatan 12940 4 Cazman Telp :462 21 29248900 meme | (SERI Fax :462 21 2157 2015 ca
Page 6 OCR 0.898
Unofficial English Translation Nu - TOWER «”' « BERSAMA AN sroup Audit Committee In accordance with OJK Regulation no. 55/POJK.04/2015 dated 29 December 2015 regarding the Establishment and Work Performance Guide of an Audit Committee, the Company has established an Audit Committee as stated in the Circular Resolutions of the Board of Commissioners dated 5 June 2020, with the following member composition: . Chairman : Ludovicus Sensi Wondabio Member 1 Agung Nugroho Soedibyo Member : Agustino Sunarko Nomination and Remuneration Committee In accordance with OJK Regulation no. 34/POJK.04/2014 dated 8 December 2014 regarding the Nomination and Remuneration Committee for Issuers or Public. Companies, the Company has established a Nomination and Remuneration Committee as stated in the Circular Resolutions of the Board of Commissioners dated 26 June 2024, with the following member composition: Chairman : Heri Sunaryadi Member 1 Lie Si An Member : Supriadi Wagiran Corporate Secretary The Company has appointed a Corporate Secretary based on Directors' Decree 157/TBG-TBI- “. 001/FAL/01/VII/2010 dated 8 July 2010, and the appointment of the Corporate Secretary is. in' accordance with OJK Regulation No. 35/POJK.04/2014 concerning Corporate Secretary of Issuers or. Public Companies. On the date of Disclosure of Information, the Corporate Secretary is: Name : Helmy Yusman Santoso Office Address : The Convergence Indonesia, Lantai 11 Kawasan Rasuna Epicentrum Jl. H.R. Rasuna Said Jakarta Selatan 12940, indonesia Phone No. 62-21-2924 8900 Fax No. : 62-21-2157 2015 Email : corporate.secretary@tower-bersama.com Information on the Company's Subsidiaries The Company has direct and indirect investment in 21 Subsidiary Companies, as follows: PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum Jl. H.R. Rasuna Said, Jakarta Selatan 12940 s CERTIFIKO 6 Telp : 462 21 29248900 Pa ET Fax :462 21 2157 2015 F
Page 7 OCR 0.780
Unofficial English Translation
OX.
“) £ GROUP
TOWER
» BERSAMA
Company , Yearof Yearot Year of Ownership (26)
No. Name BusinessActivities» '” Domicile Company s.sablishment Commercial reet indirect
Investment Operation
1 PT Telenet Telecommunications South 2004 1999 1999 99,501 -
Internusa services, towers and Jakarta
(Tr) telecommunications
wark
2 PT United Telecommunications South 2005 2004 2004 99.90 0.1096 through
Towerindo services, towers and Jakarta TB
(ur) telecommunications
work
3. PT Batavia Telecommunications South 2005 2005 2006 - 89.904 through
Towerindo services, towers and Jakarta UT and 10.105
(BT) telecommunications through TB
work
a. PT Tower Telecommunications South 2006 2006 2006 99.99 0.0146 through
Bersama services, Jakarta 70
(“TB”) telecommunications
consulting,
telecommunications
network development,
rentalof
telecommunications
towers and eguipment,
and telecommunications
work.
5. PTTowerinda — Telecommunications South 2011 2009 2009 00254 99.987 through
Konvergensi , services, towers and Jakarta TB
TK) telecammunications
work
(3 PT Prima Telecommunicatians South 2009 2003 2003 0014 99.9986 through
Media Selaras services, towers and Jakarta TB
(“pms”) telecommunications
work
. PT Mitrayasa — Telecommunications South 2011 2004 2004 - 70.005 through
Sarana services, Jakarta TB and 30.001
Informasi telecommunications through SKP
(“Mitrayasa”) — consulting, construction
of telecommunications
facilities and
infrastructure and
telecommunications
work
8 PT Metric Investment company South 2010 2010 2010 98.7474 1.265 through
Solusi Jakarta 78
Integrasi
("msi")
9 PTSoluSindo — Telecommunications South 2010 1999 1999 - 99.714
Kreasi services, Jakarta through MSI
Pratama telecommunications
(SKP) consulting,
telecommunications
network development,
rentalof
telecommunications
towers and eguipment,
and telecommunications
work
10. PTTowerOne InvestmentCompany — South 2007 2006 2006 99.901 -
("TO") Jakarta
11. PTBali Telecommunications South 2008 2003 2003 0.017 99.997
Telekom services, towers and Jakarta through TO
(“Balikom") —— telecommunications
work
12. PT Triaka Telecommunications South 2009 2009 2009 90.026 — 10.006 through
Bersama services, towers and Jakarta 18
(“Triaka") telecommunications
work
PT Tower Bersama Infrastructure, Tbk
Gedung The Convergence Indonesia (TCI), Lantai 11
Kawasan Rasuna Epicentrum
Jl. H.R. Rasuna Said, Jakarta Selatan 12940 6 LRGA
Telp : 462 21 2924 3900 mam | (MAS
Fax 1462 21 2157 2015 Ka
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Unofficial English Translation Nu - TOWER
» BERSAMA
N Group
Company Year of Yearof Year of Ownership (26)
No. Name Business Activities! Domicile Company Establishment Commercial Direct indirect
Investment Operation
13. — PT Solusi Telecommunications South 2011 2011 2012 70.03K — 29.979ethroueh
Menara services, towers and Jakarta skp
Indonesia telecommunications
("SMI”) work
19. PT Menara Investment Company South 2013 2013 Not yetin 99.991 0.0136 through
Bersama Jakarta operation 18
Terpadu
("MBT")
1S. PT Jaringan Telecommunications Central 2016 2015 2016 D.08x 83.3626 through
Pintar #guipment maintenance — Jakarta 18
Indonesia services and
(3PP) telecommunications
consulting
16. PT Gihon Telecommunication WestJakarta — 2018 2001 2001 50.434 -
Telekomuni- support services
kasi Indonesia
Tbk (“GHON”)
1. PT Visi Telecommunications South 2018 1995 1995 51.095 -
Telekomuni- infrastructure services, Jakarta
kasi investing or participating
Infrastruktur in other companies
Tbk(“GOLD") — engagedin
telecommunications
support activities, and
telecommunications
support services
18. PT Permata Telecommunications South 2018 2013 2013 - 99.99#5 through
Karya Perdana ”towerandeguipment — Jakarta GOLD
("PKP") rental services
19, PT Unicom Fiber optic network West Jakarta 2022 2020 2021 - 80.0054 through
Muda Utama rental services UT
(“Unicom”)
20. PT Global Fiber optic network South 2023 2018 2021 - 70.002 through
Patra rental services Tangerang GHON
Sinertama
(“GPS”)
21. PTDutakom — Internet Service Provider Surabaya 2025 1997 1997 - 72.0086 through
Wibawa Putra . TB
(“D-Net”)
Associated Companie
L PT Telinco Central Tangerang 2024 2023 2024 - 46.6796 through
Networks telecommunications Regency SI
Indonesia construction,
(“Telinco”) telecommunications
installation, electronic
installation and civil road
building construction
2 PTCiptajaya — Site Acguisition services, Tangerang 2024 2006 2006 - 40.005 through
Sejahtera telecommunications Regency MSI
Abadi ("CSA”) — tower construction
services,
telecommuincations
tower maintenance
services, construction
and maintenance for
fiber optic network or
Fiber-to-the-home
(FTTH), and
telecommunications
infrastructure
manufacturing works
Water "
(8 business activities atually carried outby cach Subsidiary Company.
PT Tower Bersama Infrastructure, Tbk
Gedung The Convergence Indonesia (TCI), Lantai 11
Kawasan Rasuna Epicentrum
JI. H.R. Rasuna Said, Jakarta Selatan 12940 7 IRSA
Telp :462 21 2924 8900 mao | (SEA
Fax 1462 212157 2015 Ka
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Unofficial English Translation Nu - TOWER Z BERSAMA “) V Group Summary of Company Financial Data The Company's Consolidated Financial Statements for the three-month period ended March 31, 2026 have not been audited or reviewed by a public accounting firm, were authorized for release by the Company's Board of Directors on April 29, 2026. The Consolidated Financial Statements of the Company for the year ended 31 December 2025 have been audited based on auditing standards established by IAPI, as stated in the independent auditor's report No. 00369/2.1505/AU.1/06/1561- 2/1/11/2026 dated March 30, 2026 signed by Benediktio Salim, CPA (Public Accountant Registration No. AP.1561) as Public Account responsible from by KAP Purwanto, Susanti & Surja (a member firm of Ernst & Young Global Limited) with an unmodified opinion. Summary of the Company's consolidated financial statements is as follows: Consolidated Statement of Financial Position . (in million Rupiah) 31December 31 March 2025 2026 Assets Current Assets 3,111,787 2,827,947 Non-Current Assets 43,135,481 43,689,6659 Total Assets 46,247,263 46,517,616 Liabilities and Eguity Current Liabilities 16,324,158 10,144,068 Non-Current Liabilities 17,197,753 23,109,740 Total Liabilities 33,521,911 33,253,808 Eguity 12,725,357 13,263,808 Total Liabilities and Eguity 46,247,268 46,517,616 Consolidated Statement of Profit or Loss and Other Comprehensive Income lin milllon Rupiah) For the year ended For the three-month 31 December period ended 31 March 2024 2025 2025 2026 Revenue 6,867,339 6,909,629 1,731,634 1,717,879 Gross Profit 4,926,187 4,963,142 1,258,395 1,235,278 Income from Operations 4,318,756 4,349,468 1,112,440 1,078,818 Income before Final Tax and Income Tax 2,117,283 2,194,296 614,673 586,037 Income before income Tax 1,476,550 1,609,123 448,292 435,638 Net Profit for Current Year 1,423,035 1,485,562 429,235 405,151 Total Comprehensive Income for the Current Year 10,536 2,221,993 417,655 569,454 Basic Earnings Per Share Attributable to ” The Eguity Holder of Parent Company (full amount) 60.4 637 18.52 17.43 EBITDA - 5,869,273 5,940,527 1,482,371 1,465,157 PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 IL Memang Sa Ikan Selatan 12340 8 HEOA Telp :462 21 2924 8900 me | LABA) Fax :162 21 2157 2015 Ka
Page 10 OCR 0.916
Unofficial English Translation Consolidated Statement of Cash Flows Cash Flows from Operating Activities Net Cash Flows Provided by Operating Activities Cash Flows from Investing Activities Net Cash Flows Used in Investing Activities Cash Flows from Financing Activities Net Cash Flows Used in Financing Activities Effect from Changes in Foreign Exchange Rate on Cash and Cash Eguivalents Net Increase (Decrease) on Cash and Cash Eguivalents Cash and Cash Eguivalents at the Beginning of Year Cash and Cash Eguivalents at the End of Year PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TC), Lantai 11 Kawasan Rasuna Epicentrum 9 JI. H.R. Rasuna Said, Jakarta Selatan 12940 Telp : 462 21 2924 8900 Fax 1462 21 2157 2015 NU, Tower » BERSAMA AN sroup lin million Rupiah) For the year ended For the three-month 31 December period ended 31 March 2024 2025 2025 2026 5,129,477 5,224,152 1,723,524 2,022,706 (2,525,371) (2,562,817) (499,416) (710,652) (1,929,084) (3,402,922) (2,161,677) (1,284,507) 6,033 8,066 5,542 2,251 681,055 (733,521) (932,027) 29,798 800,857 1,481,912 1,481,912 748,391 1,481,912 748,391 549,885 778,189
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Unofficial English Translation Nu - TOWER «' « BERSAMA / N Group " INTRODUCTION This Information Disclosure is provided to the Company's shareholders as a basis for consideration regarding the planned change of business activities to be conducted by TB, which is a controlled company of the Company, by adding business activities of Network Access Point which is part of KBLI No. 61107. Before being able to carry out these additional business activities, the Company must Obtain approval from the Company's shareholders in a General Meeting based on the provisions of Article 32 in conjunction with Article 22 paragraph (1) letter a of POJK No. 17/2020. The addition of these business activities is also conducted following the 2020 KBLI as regulated in the Central Statistics Agency Regulation No. 7 of 2025 regarding KBLI. Currently, TB has been operating telecommunication towers and micro cell poles for lease to telecommunication operator companies under long-term lease agreements. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum LRGA Il. H.R. Rasuna Said, Jakarta Selatan 12940 10 CERUFIEO 8 Telp : 462 21 2924 8900 .—. Fax 1462212157 2015
Page 12 OCR 0.923
Unofficial English Translation Nu - TOWER BERSAMA “) V Group u. BRIEF DESCRIPTION OF THE TRANSACTION 1. BRIEF OF DESCRIPTION OF TB Brief History TB is headguartered in South Jakarta, established based on Deed No. 5 dated July 4, 2006, made before Darmawan Tjoa, S.H., S.E., a Notary in Jakarta, which received approval from the Ministry of Law and Human Rights based on Decree No. C-20821 HT.01.01.TH.2006 dated July 17, 2006, registered in the Company Register at the Jakarta Central Municipality Registration Office with No. 6357/BH.09.05/VIII/2006 dated August 3, 2006, and announced in State Gazette of the Republic of Indonesia No. 104 dated December 29, 2006, Supplement No. 13530. TB's Articles of Association have subseguently undergone several changes and the latest is as Stated in the Deed of Statement of Circular Shareholder Resolutions TB No. 12 dated March 12, 2024, made before Darmawan Tjoa, S.H., S.E., Notary in Jakarta which has been approved by the Minister of Law and Human Rights based on Decree No. AHU-0016538.AH.01.02.TAHUN 2024 dated March 14, 2024 and registered in the Company Register with No. AHU- 0053722.AH.01.11.TAHUN 2024 dated March 14, 2024 (“Deed No. 12/2024”). Based on Deed No. 12/2024, TB shareholders approved changes to the provisions of Article 1 regarding Name and Domicile and the provisions of Article 3 regarding Purposes and Objectives and Business Activities. Business Activities Based on Article 3 of TB's articles of association, the purposes and objectives of TB are to engage in (i) central telecommunications construction (KBLI No. 42206), (ii) wholesale trade of telecommunications eguipment (KBLI No. 46523): (iii) wholesale trade of other machinery, eguipment, and supplies (KBLI No. 46599): (iv) cable telecommunications activities (KBLI No. 61100): (v) Internet Service Provider (KBLI No. 61921): (vi) data communication system services (KBLI No. 61922), (vii) rental and leasing activities without option rights for mining and energy machines and eguipment (KBLI No. 77395): (viii) operation of electricity supply installations (KBLI No. 35121), (ix) repair of electric motors, generators and transformers (KBLI No. 33141): (x) telecommunications installations (KBLI No. 43212), and (xi) real estate owned or leased (KBLI: 68111). Currently, TB operates in the field of telecommunications services, telecommunications consultancy, telecommunications network development, rental of tower and telecommunications eguipment, and telecommunications work. TB is headguartered at The Convergence Indonesia, Rasuna Epicentrum Area, Jl. H.R. Rasuna Said, South Jakarta 12940 - Indonesia. Capital Structure and Shareholdering Composition Based on the Deed of Circular Decision Statement of Shareholders No. 70 dated 25 June 2021 was made before Darmawan Tjoa, S.H., S.E., Notary in Jakarta, which has notified the Minister of Law and Human Rights based on the Letter of Acceptance of Notification of Changes to Company Data No. AHUAH.01.03-0401225 dated June 25, 2021 and registered in the Company Register with No. AHU-0112936.AH.O1.11.TAHUN 2021 dated June 25, 2021, the capital structure and latest shareholding composition of TB at this time are as follows: PT Tower Bersama Infrastructure, Tbk Gedung The Convergence indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum RCA Jl. H.R, Rasuna Said, Jakarta Selatan 12940 11 cam 8 Telp : 46221 2924 8900 pesan Fax 1462 21 2157 2015
Page 13 OCR 0.907
Unofficial English Translation NN - TOWER as. & BERSAMA / N Group Description Nominal Value Rp1,000,000 per Share » Number of Shares Nominal Value (Rupiah) Authorized Capital 300,000 300,000,000,000 Issued and Paid Up Capital Perseroan 139,049 138,049,000,000 99.991 PTTower One 1 1,000,000 0.011 Total of Issued and Paid Up Capital 139,050 139,050,000,000 100.001 Remaining shares in Portfolio 160,950 160,950,000,000 The Company has invested in TB since 2006. Management and Supervision Based on the Deed No. 12/2024, which has been notified to Minister of Law and Human Rights based on the Letter of Acceptance of Notification of Changes to Company Data No. AHU-AH.01.09- 0103282 dated March 14, 2024 and registered in the Company Register with No. AHU- 0053722.AH.01.11.TAHUN 2024 dated March 14, 2024, the current composition of members of the Board of Commissioners and Board of Directors of TB is as follows: Board of Commissioners Commissioner : Herman Setya Budi Board of Directors Director : Budianto Purwahjo 2. AVAILABILITY OF EXPERTISE RELATED TO THE CHANGE OF BUSINESS ACTIVITIES PLAN The Company already possesses the capacity and capability to manage plans to expand its business into Network Access Point (NAP) services, given that the Company—through TB and its other subsidiaries—is a mature business entity in the field of telecommunications infrastructure and its development: thus, the implementation of NAP business activities can be carried out by optimizing the resources and capacity that have been in place to date. To carry out NAP business activities, management will establish a special unit to handle NAP Operations Under the Directorate of Development and Implementation, so there will be no significant changes to TB's organizational structure. NAP operations reguire a team with technical expertise in networking, cybersecurity, and systems management, including roles such as network architect, network engineer, and NOC engineer (24-hour shifts), IP address & routing administrator, system administrator, account manager/sales engineer, as well as finance & compliance function. Most of these workforce needs will be met by the TBIG Group's existing human resources, who have experience in managing telecommunications infrastructure, fiber-optic networks, and internet services. The hiring of new employees will be prioritized only for positions reguiring . specialized expertise with certifications in network architecture, therefore, it is believed that the necessary experts to support the Business Activity Change Plan are already available and can be fulfilled by the Company. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum RA Jl. H.R. Rasuna Said, Jakarta Selatan 12940 12 Sana Telp : 462 21 2924 8900 musa | (MKAS Fax 1462 21 2157 2015
Page 14 OCR 0.931
Unofficial English Translation . TOWER » BERSAMA “) N GROUP 3. EXPLANATION, CONSIDERATION, AND REASONS FOR THE CHANGE OF BUSINESS ACTIVITIES PLAN The Company's main business through its Subsidiaries is leasing space on sites for the installation Of antennas and other eguipment for wireless signal transmission under long-term contract agreements with wireless telecommunication companies. The Company also provides access eguipment to Repeater and In Building System (IBS) networks to reach telecommunication systems in shopping centers and office buildings in urban areas. Currently, TB, which is a subsidiary, engages in telecommunications services, telecommunications consulting, telecommunications network development, leasing of tower and telecommunications eguipment, and telecommunications works. In the main business activities of the Company and its Subsidiaries, management often encounters customer needs that go beyond tower rentals, but also the need for broader connectivity, in line with the growing basic need among both companies and individuals for fixed broadband network infrastructure services—namely, reliable, fast, and secure internet access. In line with these developments, as part of its long-term business plan, management intends to expand the Company's business activities through its subsidiary, TB, by providing Internet Access Gateway Services (Network Access Point / NAP), which fall under KBLI No. 61107 (Internet Access Gateway Services). NAP business activities serve as a connecting layer between local internet distribution networks and international internet backbone infrastructure to support the need for Internet Protocol (IP)-based internet access services for customers, particularly Internet Service Providers (ISPs), corporations, and institutions under a B28B business model. The NAP business model to be implemented is designed as a wholesale IP transit platform. This plan takes into account the potential for value-added synergies from the Group's existing assets, including a fiber-optic network spanning approximately 60,000 km, ownership of telecommunications towers, data centers, and subsidiaries operating as internet service providers (ISPs), thereby creating an internal captive market targeting Tier 2—3 ISPs and corporate customers. Conseguently, the development of the NAP business does not reguire the establishment of a new company or additional investment on a larger scale compared to companies that do not yet have a network of telecommunications towers and a fiber-optic backbone network. The addition of these business activities will become effective after the Company obtains approval in an GMS as mentioned in the Information Disclosure, and TB obtaina the relevant permits from the authorized authorities to carry out these additional business activities as covered in KBLI No. 61107, as well as the inclusion of KBLI No. 61107 in the TB's Articles of Association. TB is currently in the process of finalizing the licensing procedures and amendments to its Articles of Association. 4. EXPLANATION OF THE IMPACT OF PLAN OF CHANGE OF BUSINESS ACTIVITIES ON THE COMPANY'S FINANCIAL CONDITION The Change of Business Activity Plan will have a positive impact on the sustainability of TB's business and will certainly also affect TB's financial condition. With the Change of Business Activity Plan in place, it is expected that the revenue of TB and the Company will increase, and that the assets of TB and the Company will grow in the coming years. This is also expected to provide added value for the shareholders of TB and the Company. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum ROA JI H.R. Rasuna Said, Jakarta Selatan 12940 13 kari Telp : 162 21 2924 8900 mngara Fax 2462 212157 2015
Page 15 OCR 0.914
Unofficial English Translation . TOWER “ BERSAMA “) GROUP Based on the Business Feasibility Study Report prepared by KIPP MPR, the initial investment reguired to implement NAP's business activities is approximately Rp47.4 billion, which includes the cost of purchasing eguipment, the lease contract for the Indefeasible Right of Use (IRU) Capacity, and NAP's consulting fees. Funding for this investment will come from the Company's internal cash, so the Proposed Change in Business Activities will not result in additional debt or changes to the Company's capital structure. The investment amount is also relatively insignificant compared to the Company's total consolidated assets as of March 31, 2026, and therefore will not have a material adverse effect on the Company's consolidated financial condition. Based on financial projections for the 2026-2041 period, the expansion of NAP's business activities is projected to yield a project Internal Rate of Return (IRR) of 13.654, higher than the discount rate of 10.164, a positive Net Present Value (NPV) of Rp37,830 million, a Profitability Index (PI) of 1.86x, and a Payback Period of approximately 7 years and 4 months. Thus, the Proposed Change in Business Activities is projected to generate additional revenue and diversify revenue sources for TB and the Company on a consolidated basis, as well as provide added value for shareholders. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum IR. H.R. Rasuna Said, Jakarta Selatan 12940 14 LRSA Telp : 462 21 29248900 uk Fax 1462 212157 2015 Kal
Page 16 OCR 0.897
Unofficial English Translation pa NA, TOWER
«” « BERSAMA
/ N GROUP
Iv. SUMMARY OF FEASIBILITY STUDY ON THE CHANGE OF BUSINESS ACTIVITIES
The Company has appointed KIPP MPR, a registered Public Appraisal Firm with business license
number 2.09.0070 through the Minister of Finance Decree No. 440/KM.1/2019 dated August 12, 2019,
to provide an opinion on the feasibility of the Change of Business Activities Plan in the form of
additional business activities for TB, namely the business activities of Network Access Point (KBLI:
61107 — Network Access Point).
The following is a summary of the feasibility study report on the Change of Business Activities Plan as
outlined in the Business Feasibility Study report for PT Tower Bersama ("TB") with No. 00017/2.0070-
00/BS/06/00168/1/VI/2026 dated June 29, 2026 ("Feasibility Study Report").
a. Objectives and Purposes of Feasilibity Study Report
The Feasibility Study Report aims to examine the Feasibility Study Object in connection with the
upcoming General Meeting of Shareholders related to the Addition of Business Activities Plan
in the future, reviewed from various aspects, including:
# Market feasibility analysis covering market conditions, business competitors, and marketing
strategies,
# Oualitative and guantitative technical feasibility analysis covering capacity, availability, and
guality of resources, and production processes,
e Business model feasibility analysis covering competitive advantages due to the unigueness
of the business model, competitors' ability to imitate products, ability to create value over
transaction value fairness,
» Management model analysis covering workforce -availability, intellectual: property
management, risk management, management capacity and capability, and organizational
structure and management suitability:
# Financial feasibility analysis covering education costs, working capital, sources of financing,
Operating costs, raw material costs, financial statement projections, break-even analysis,
profitability analysis, and return on investment.
The purpose of the Feasibility Study Report is to provide an overview of the feasibility of the
Addition of Business Activities Plan, which will then be used asa reference and consideration by
the Company's management in order to comply with POJK 17/2020.
b. Key Limitations and Principal Assumptions
Principal Assumptions:
«All data and information obtained from the Company's management are accurate:
“ Macroeconomic and industry conditions are based on the latest conditions according to the
Current or upcoming years state budget adjusted to the Date of Business Feasibility Study
that has accommodated the current conditions related to the Object of the Business
Feasibility Study,
«The Company and TB have ensured that the Object of the Business Feasibility Study is not
invotved in legal issues or legal claims from third parties,
- Theresults of limited tests forthe purpose and scope of the assignment can adeguately meet
the guantitative analysis needs,
PT Tower Bersama Infrastructure, Tbk
Gedung The Convergence Indonesia (TCI), Lantai 11
Kawasan Rasuna Epicentrum | TRan
JI. H.R. Rasuna Said, Jakarta Selatan 12940 15 ceme
Telp : 462 21 2924 8900 sem | (USA
Fax 1462 212157 2015 z
Page 17 OCR 0.891
Unofficial English Translation NI - TOWER «' « BERSAMA AN srour # There are notax disputes, and all tax obligations by the Company and TB related to the Object of the Business Feasibility Study can be fulfilled, both as part.of the business entity and as the entire business entity, # Financial projection assumptions for the Object of the Business Feasibility Study are believed to be achievable and are assumptions that have considered risks and benefits for the Company and TB. The conclusion regarding feasible or not feasiable is based on the availability of information and data obtained from the Company, as well as current external data and/or information believed to be accurate based on the Appraisal Date set by the Company. C. Conclusion / Opinian on the Feasibility of Change of Business Activities Based on the analysis of market feasibility, technical feasibility, business model “feasibility, management model feasibility, and financial feasibility, it can be concluded that the addition of business activities such as Network Access Point (KBLI No. 61107) is projected to generate i business profits, with a rate of return higher than the discount rate. Therefore, considering:the Company's access to a sufficientiy strong market share, the Group's experience in the industry, and the potential for value-added synergies from the Group's existing capabilities, the Appraiser - is of the opinion that the addition of Network Access Point business activity is feasible. PT Tower Bersama infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum RAR Jl. H.R. Rasuna Said, lakarta Selatan 12940 16 Sami 9 Telp : 462 21 2924 8900 memar | (ASASI Fax 1462 212157 2015 &
Page 18 OCR 0.926
Unofficial English Translation NN - TOWER »', « BERSAMA AN sroup v. GENERAL MEETING OF SHAREHOLDERS The approval of Plan for Change of Business Activities from the shareholders at the General Meeting of Shareholders (GMS) to be held by the Company on: Day Date : Monday, August 24, 2026 Time : 10.00 WIB - finish Venue : will be announced at GMS invitation date The agenda related to the Plan for Change of Business Activities: "Approval for the plan to change business activities (including discussions on the related business feasibility study) to be carried out by PT Tower Bersama, which is a controlled company of the Company, by adding business activities of Network Access Point, to comply with the provisions of Article 32 in conjunction with Article 22 paragraph (1) subparagraph a of OJK Regulation No. 17/POJK.04/2020 regarding Material Transactions and Changes in Business Activities." The GMS will be conducted in accordance with the Company's Articles of Association, POJK No. 17/2020, and POJK No. 15/2020. Therefore, for agenda items related to the above transaction plan, the GMS can proceed to discuss such agenda if attended by shareholders or their proxies representing more than 1/2 (one-half) of the total valid voting shares. The decision of the GMS on such agenda is valid if approved by more than 1/2 (one-half) of the total valid voting shares present at the GMS. If the guorum for the first GMS as described above is not met, then a second GMS can be held under the condition that the second GMS is valid and entitled to make decisions if attended by shareholders or their proxies representing at least 1/3 (one-third) of the total valid voting shares. The decision made at the second GMS is valid if approved by more than 1/2 (one-half) of the total valid voting shares present at the second GMS. In the event that the guorum for attendance at the second GMS as described above is not met, then a third GMS can be held under the condition that the third GMS is valid and entitled to make decisions if attended by shareholders holding valid voting shares in the attendance guorum and decision guorum set by OJK upon the Company's reguest. Based on POJK No. 17/2020, in the case where the Plan for Change of Business Activities does not receive approval from the GMS, then the plan can only be resubmitted for GMS approval 12 (twelve) months after the non-approval GMS. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum RGA JI. H.R. Rasuna Said, Jakarta Selatan 12940 17 Gampeo Telp 1462 21 2924 2900 - ra Fax 1462 21 2157 2015 #
Page 19 OCR 0.902
Unofficial English Translation Nu - TOWER » BERSAMA AN srour For information, here are the dates related to the holding of the GMS: 1 Announcement of GMS and Disclosure of Information July 16, 2026 related to the Company's plan of Shares Buyback through Indonesia Stock Exchange website and the Company's website www.tower-bersama.com 2 Date of Shareholders List eligible to attend the GMS. July 30, 2026 3 Invitation of GMS through Indonesia Stock Exchange July 31, 2026 website and the Company's website www.tower- bersama.com 4 Amendment or Additional Information on Disclosure of August 20, 2026 Indonesia through Indonesia Stock Exchange website and the Company's website www.tower-bersama.com (if any), 2 days before GMS 5 GMS August 24, 2026 6 Summary of GMS Results through Indonesia Stock Exchange August 27, 2026 website and the Companys website www.tower- bersama.com PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum Rang JI, H.R, Rasuna Said, Jakarta Selatan 12940 18 canne 2 Telp 1162 21 2924 8900 ma 3 Fax 1462 21 2157 2015 Z
Page 20 OCR 0.874
NU, Tower “) “ BERSAMA Unofficial English Translation N Group VI. ADDITIONAL INFORMATION For further information regarding the above matters, you can contact the Company during office hours at the following address: Corporate Secretary PT. TOWER BERSAMA INFRASTUCTURE Tbk. The Convergence Indonesia, Lantai 11 Kawasan Rasuna Epicentrum Jl. H.R. Rasuna Said Jakarta Selatan 12940, Indonesia Telp. 62-21- 2924 8900 Fax. 62-21-2157 2015 www.tower-bersama.com Email: corporate.secretary@tower-bersama.com PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum RGA Jl. H.R Rasuna Said, Jakarta Selatan 12940 19 AR 9 Telp : 462 21 2924 8900 ane | Mp Fax 1162 21 2157 2015
Names mentioned 56 people and organisations named in the text · linked when the evidence is strong
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Minister of Office Finance
p.3
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KJPP MPR
p.3
unresolved
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Pakpahan & Rekan
p.3
unresolved
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Minister of Finance
p.3
unresolved
org
Bapepam
p.3 ×2
unresolved
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PT Banyan Mas
p.3 ×2
unresolved
person
Notary Dewi Himijati Tandika
· Notaris
p.4
unresolved
org
Minister of Law and Human Rights
p.4 ×4
unresolved
person
Jose Dima Satria
· Notaris
p.4 ×3
unresolved
org
PT Datindo Entrycom
p.4
unresolved
org
PT Tower Bersarna Infrastructure
p.4
unresolved
org
Paid Up Capital Bersama Digital Infrastructure Asia Pte. Ltd.
p.5
unresolved
org
Minister of Law
p.5
unresolved
person
GMS
· Direktur
p.5
unresolved
person
Leonardus Wahyu Wasono Mihardjo
· Direktur
p.5 ×2
unresolved
org
PT Telenet Telecommunications South
p.7
unresolved
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PT United Telecommunications South
p.7
unresolved
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PT Batavia Telecommunications South
p.7
unresolved
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PT Tower Telecommunications South
p.7
unresolved
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PT Prima Telecommunicatians South
p.7
unresolved
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PT Mitrayasa
p.7
unresolved
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PT Metric Investment
p.7
unresolved
org
PT Triaka Telecommunications South
p.7
unresolved
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PT Solusi Telecommunications South
p.8
unresolved
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PT Menara Investment Company South
p.8
unresolved
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PT Jaringan Telecommunications Central
p.8
unresolved
org
PT Gihon Telecommunication WestJakarta
p.8
unresolved
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Indonesia Tbk
p.8
unresolved
org
PT Visi Telecommunications South
p.8
unresolved
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PT Permata Telecommunications South
p.8
unresolved
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PT Unicom Fiber
p.8
unresolved
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PT Global Fiber
p.8
unresolved
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PT Telinco Central Tangerang
p.8
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person
Benediktio Salim
p.9
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org
Young Global Limited
p.9
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person
Darmawan Tjoa
· Notaris
p.12 ×5
unresolved
org
Minister of Finance Decree
p.16
unresolved
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Indonesia Stock Exchange
p.19 ×4
unresolved
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TOWER BERSAMA INFRASTUCTURE Tbk.
p.20 ×2
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