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20250502_TBIG_Rencana Transaksi Material Dengan Persetujuan RUPS_31881425_lamp2.pdf
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Page 1 OCR 0.925
Unofficial English Translation INFORMATION DISCLOSURE IN RELATION TO THE PLAN OF ISSUANCE OF GLOBAL NOTES BY PT TOWER BERSAMA INFRASTRUCTURE TBK The Board of Commissioners and the Board of Directors of the Company (as defined below), either severally or jointly, are fully responsible for the completeness and accuracy of all information or material facts stated in this disclosure of information (“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 Information Disclosure 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. TN, TOWER - tj AMA AN 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 Office: 18 regional offices located in Banda Aceh, Medan, Pekanbaru: Palembang, Padang, Lampung, Jakarta, Banten, Bandung, Semarang, Surabaya, Denpasar, Balikpapan, Banjarmasin, Pontianak, Manado, Makassar dan Papua The Company plans to issue notes in a forelgn currency with a total principal amount of up to the eguivalent of USD 900,000,000 Inine hundred million US Dollars) to be issued in 1 (one) or severalissuances within a period of 12 (twelve) months from the date of Obtaining approval from the GMS to be held on June 10, 2025 as referred to in this Information Disclosure, where such issuance is Categorized as a Material Transaction so that the Company must first obtain approval from the Company's GMS, as referred to in Article 6 paragraph (1) letter d of OJK Regulation No. 17/POJK.04/2020 dated April 21, 2020 regarding Material Transactions and Changes in Business Activities. The Notes are not issued to parties affiliated with the Company. The proceeds from the issuance of the Notes to be issued will be used by the Company itself or distributed to the group of Subsidlaries, through intercompany loans and/or eguity investments, to settle maturing debt obligations and early repayment on loans, where the Ioan agreements do not prohibit such early repayment or to finance future business expansion plans and to support the funding needs of the Company and the group of Subsidiaries in general. Detail onthe planned use of proceeds from Transaction Plan can be read in the Chapter Brief Description of the Transaction part Use of Proceeds. GMS to approve this plan of issuance of Notes will be held on June 10, 2025 from 10:00 - finish The Information Disclosure is issued on May 2, 2025
Page 2 OCR 0.911
PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Unofficial English Translation NU, Tower L BERSAMA AN sroup DEFINITION Affiliation means: a. family relationship by reason of marriage up to the second degree, both horizontally and vertically, namely the relationship of a person with: 1. Husband or wife, s 2. Parents of the husband or wife and the husband or wife of children, 3. Grandparents of the husband or wife and the husband or wife of grandchildren, 4, Siblings of the husband or wife along with their husband or wife of the sibling concerned: or 5. Husband or wife of the siblings of the person concerned. b. Family relationship by reason of descent upto the second degree, both horizontally and vertically, namely the relationship of a person with: 1, Parents and children, 2, Grandparents and grandchildren, or 3. Siblings of the person concerned, Cc. Relationship between a party and employees, directors, or commissioners of said parties, d. Relationship between 2 (two) or more companies in which there are 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, either directly or indirectly, by any means whatsoever, controls or is controlled by the company or party in guestion in determining the management and/or policy of the company or party concerned, f. Relationship between 2 (two) or more companies that are controlled, either directly or indirectly, by any means whatsoever, in determining the management and/or policy of the company by the same party, or &. Relationship between a company and its substantial shareholder, i.e. a party who directly or indirectly owns at least 2056 (twenty percent) of the shares with voting rights of the said company. Conflict of Interest means a difference between the economic interests of publicly traded Companies and personal economic interests of members of the board of directors, members of the board of commissioners, majority shareholders, or Controllers that may be harmful to the publicly traded companies concerned. Subsidiaries means a company whose financial statements are consolidated with the Company in accordance with the applicable accounting standards in Indonesia. Notes means the debt securities to be issued by the Company in foreign currency with a maximum total principal amount eguivalent to USD 900,000,000 (nine hundred million United States Dollars). Kawasan Rasuna Epicentrum Jl H.R, Rasuna Said, Jakarta Selatan 12940 Telp : 462 21 2924 8900 Fax 1462 21 2157 2015 & 2 Sila SS) | sosoo1 Lea rIN
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Unofficial English Translation Mas), domiciled in South Jakarta, a publiciy listed company established by virtue of the law of the Republic of Indonesia. POJK No, 17/2020 means OJK Regulation No. 17/POJK.04/2020 dated April 20, 2020 regarding Material Transaction and Change of Business Activities. POJK No. 42/2020 means OJK Regulation No. 42/POJK.04/2020 dated July 2, 2020 regarding Affiliated Transactions and Contflict of Interest Transactions. POJK No. 15/2020 means OJK Regulation No. 15/POIK.04/2020 dated April 21, 2020 regarding Planning and Organizing General Meetings of Shareholders of Public Companies. Inittal Purchaser means the buyers whose details will be known before the bockbuilding process for the Notes offering takes place. The Initial Purchaser is a party responsible for purchasing the Notes to be issued by the Issuer and subseguently reselling them to investors. Information about the Initial Purchaser will be announced through the Company's website (www.tower-bersama.com) and the Indonesia Stock Exchange website (www.idx.co.id) no laterthan 2 (two) working days after the issuance date of the Notes as reguired by Article 20 paragraph (2) POJK No. 17/2020. Transaction Plan " means the Company's plan to issue Notes which can be done in one (1) or multiple issuances. The proceeds from the issuance of these Notes will be used by the Company or to be channeled to Group Subsidiaries, through intercompany Ioans and/or eguity investment, to settle maturing debt obligations and for early prepayment of loans, where the loan agreements do not prohibit early prepayment or funding expansion plans in the future and supporting the financing needs of the Company and its Subsidiaries in general. GMS means a general meeting of shareholders of the Company Affiliated Transactions means any activities and/or transactions that are carried out by publicly traded companies or a Controlled Company with Affiliations of publicly traded companies or Affiliations of members of the board of directors, members of the board of commissioners, majority shareholders, or Controllers, including any activities and/ortransactions that are carried out by publicly-traded companies or Controlled Companies in the interests of Affiliations of publicly-traded companies or Affiliations-of.members.of.the board of directors, members of the board of commissioners, majority Shareholders, or Controllers. Conflict of Interest Transaction means transaction conducted by a public company or its controlled company with any party, whether Affiliated or non-Affiliated parties, that involves a Conflict of Interest. PT Tower| Securities Market Law Bersama Infrastructure, Tbk Gedung T| 'e Convergence Indonesia (TCI), Lantal means Law No. 8 of 1995 dated November 10, 1995 concerning the Capital Market, State Gazette of the Republic of Indonesia No. 64 of 1995, Supplement No. 3608, along with its implementing regulations. 11 LL Tower « BERSAMA AN srour OJK means Financia! Services Authority means an independent institution with functions, duties, and authorities in regulatory, supervisory, examination, and investigation as stipulated in Law No. 21 of 2011 on Financial Services Authority, as amended by P2SK Law. Issuer means the Company Company or TBIG means PT Tower Bersama Infrastructure Tbk (formerly known as PT Banyan Kawasan Rasuna Epicentrum IL H.R, Ras suna Said, Jakarta Selatan 12940 Telp : 462 21 2924 8900 Fax 1462212157 2015 2 LRGA crampir 1503001 Os| Cam 5 2 Ieaana Bai
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Unofficial English Translation NN CI » TOWER N Group ss L BERSAMA / 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 af 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 3 iya JI. H.R. Rasuna Said, Jakarta Selatan 12940 caxusto | | GP) 4 | | cemmeeo Telp : 462 21 29248900 #S5p)lfisosooz Fax :462 21 2157 2015 Xi Pacet
Page 5 OCR 0.922
Unofficial English Translation NN 4 - TOWER
“ BERSAMA
AN sroup
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 recently 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 order to 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 and other management consulting activities. To
support these main business activities, the Company may carry out supporting business activities,
namely telecommunications central construction, telecommunications installation and cable
telecommunications activities.
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 (two) Associated Companies, which are engaged in providing telecommunications services,
towers, fiber optic networks, telecommunications work and investment.
PT Tower Bersama Infrastructure, Tbk
Gedung The Convergence Indonesia (TCI), Lantai 11
Kawasan Rasuna Epicentrum 4 LRGA
Jl. H.R, Rasuna Said, Jakarta Selatan 12940 kes
Telp 1462212924 8900 1500001
Ku
Fax 1462 212157 2015
Page 6 OCR 0.894
Unofficial English Translation NN te TOWER Capital Structure and Shareholdering Composition Based on the Deed of Statement of Meeting Resolutions on Amendments to the Articles of Association No. 166 dated October 30, 2019, drawn up before Jose Dima Satria, S.H., M.Kn., Notary in South Jakarta, which has been approved by the Minister of Law and Human Rights based on Decree No. AHU- 0089482.AH.01.02.TAHUN 2019 dated October 31, 2019, registered in the Company Register with No. AHU-0208896.AH.O1.11.TAHUN 2019 dated October 31, 2019, notified to the Minister of Law and Human Rights based on the Notification Receipt of Amendments to the Articles of Association No. AHU-AH.01.03-0354029 dated October 31, 2019, and registered in the Company Register No. AHU- 0208896.AH.01.11.TAHUN 2019 dated October 31, 2019, the current capital structure of the Company is as follows: Authorized Capital :Rp 1,442,012,000,000 Issued Capital IRp 453,139,988,900 Paid-up Capital Rp 453,139,988,900 Based on the List of Company Shareholders as of 31 March 2025 issued by PT Datindo Entrycom as the Securities Administration Bureau, the capital structure and shareholding composition of the Company are as follows: Description Nominal Value Rp20 per Share Fa Number of Nomina! Value (Rupiah) Kana Authorized Capital 72,190,600,000 1,442,012,000,009 Issued and Paid Up Capital Bersama Digital Infrastructure Asia Pte, Ltd. 18,067,840,623 361,356,812,460 79.821 PT Wahana Anugerah Sejahtera 2,122,271,590 42,445,431,800 9.514 Edwin Soeryadjaya" 71,585,630 1,431,712,600 0.321 Hardi Wijaya Licng 68,359,905 1 1,367,198,100 0.301 Budianto Purwahjo 5,025,000 100,500,000 0.021 Herman Setya Budi 4,625,000 92,500,000 0.021 Helmy Yusman Santoso 3,125,000 62,500,000 0.014 Public (ownership less than 58) 1,975,828,597 39,516,571,940 3.854 : 22,318,661,345 146,373,226,900 — 100.008 Treasury Shares 338,338,100 6,766,762,000 - Total of Issued and Paid Up Capital 22,656,999,445 453,139,988,900 100.004 Remaining Shares in Portfolio 49,443,600,555 988,872,011,100 The treasury shares held by the Company as of March 31, 2025: - 20,460,700 shares are the remaining treasury shares from the buyback conducted by the Company from the period of May 4, 2023, to August 3, 2023, totaling 102,046,000 shares, referring to OJK Regulation No. 2/POJK.04/2013 regarding Share Buybacks by issuers or Public Companies in Significantly Fluctuating Market Conditions. On September 4 and 6, 2023, the Company sold 81,585,300 treasury shares to its controlling entity, Bersama Digital Infrastructure Asia Pte Ltd, at a selling price of Rp. 2,055 per share. -. 317,877,400 shares are treasury shares from the resolution from GMS 30 May, 2024 related to the Company's Share Buyback by following OJK Regulation No. 29 of 2023 dated December 29, 2023 regarding Buyback of Shares Issued by Public Companies. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 5 JI. H.R. Rasuna Said, Jakarta Selatan 12940 Telp : 462 21 29248900 Fax 146221 2157 2015 T BERSAMA “IN GROUP t LRGA Camar & Cernrao 1s09001 YKAN PN
Page 7 OCR 0.906
Unofficial English Translation SS La TOWER » BERSAMA “) N GROUP According to the applicable laws and regulations, the Company is reguired to transfer the remaining treasury shares it holds within three years from the completion of the aforementioned share buyback and this three year period has not yet elapsed. Composition of the Company's Board of Commissioners and Board of Directors Based on the Deed of Meeting Resolution No. 152 dated May 30, 2024, 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.01.09-0219803 dated June 28, 2024 and registered in the Company Register with No. AHU-0129292.AH.O1.11.TAHUN 2024 dated June 28, 2024, the composition of the Company's Board of Directors and Board of Commissioners are as follows: Board of Commissioners President Commissioner : Edwin Soeryadjaya Commissioner : Verena Lim Independent Commissioner : Ludovicus Sensi Wondabio Independent Commissioner : Heri Sunaryadi Board of Directors President Director : Herman Setya Budi Vice President Director : Hardi Wijaya Liong Director : Budianto Purwahjo Director : Helmy Yusman Santoso Director : Dr. Leonardus Wahyu Wasono Mihardjo 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 : 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 June 26, 2024, with the following member composition: Chairman : Heri Sunaryadi Member : Lie Si An Member : Supriadi Wagiran PT Tower Bersama Infrastructure, Tbk Li Gedung The Convergence Indonesia (TCI), Lantal 11 v Pa Kawasan Rasuna Epicentrum 6 TRGA Jl. H.R. Rasuna Said, Jakarta Selatan 12940 KAI XKAN Is0s00n | “EFSMAO2ADN” 1 (Eos Telp :462 21 2924 8900 Fox :462 21 2157 2015
Page 8 OCR 0.788
Unofficial English Translation NN |) - TOWER
. d AMA
AN sroup
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 Information Disclosure, 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. 162-21- 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 and two Associated
Companies, as follows:
Year of Year of Ownership (26)
No, Company Dusiness Acivilesd— Domloile COMPANY sekian OMMEKGAI —“Nyrneg”——Indiraar
Investment Operation
Io PTTelenet Telecommunications South 2004 1909 1999 99,508”
Internusa services, towers and Jakarta
(TP) telecommunications
work
2. PT United Telecommunications South 2005 2004 2004 99.904 01006 through
Towerindo services, towers and Jakarta Tg
(“UT”) telecommunications
work
3. PTBatavia Telecommunications South 2005 2005 2006 - 89.9096 through
Towerindo services, towers and Jakarta UT and 10.1076
(“BT”) telecommunications through TB
work
4 PT Tower Telecommunications South 2006 2006 2006 99.991 0.0196 through
Bersama services, Jakarta To
(“TB”) telecommunications
consulting,
telecommunications
network development,
rentalof
telecommunications
towers and eguipment,
and telecommunications
work,
5. PTTowerindo — Telecommunications South 2011 2009 2009 00254 99.984 through
Konvergensi — services, towers and Jakarta 18
(Kn) telecommunications
work
6. PTPrima Telecommunications South 2009 2003 2003 0.0176 99.997e through
Media Selaras services, towers and Jakarta 18
("PMS") telecammunications
work
PT Tower Bersama Infrastructure, Tbk &
Gedung The Convergence Indonesia (TCI), Lantai 11
Kawasan Rasuna Epicentrum 7 IRGA 8 IROA| Wi
Jl. H.R. Rasuna Said, Jakarta Selatan 12940 KAMAR ea Gurat 1
Telp 1462 21 2924 8900 men | LASER | isosoon | Epgk””
Pax 146221 2157 2015
Page 9 OCR 0.749
Unofficial English Translation NU Tower L BERSAMA P . company & I Yearof Yearot Yearof No. Nama, Business Activities! Domisile Company eeabishment Commercial iheer Indireer Investment Operation 7. PT Mitrayasa — Telecommunications South 2011 2004 2004 - 70.007 through Sarana services, Jakarta TB and 30.001 Informasi telecommunications through SKP (“Mitrayasa”) — consulting, construction of telecommunications facilities and infrastructure and telecommunications work 8. PTMetric Investment company South 2010 2010 2010 98.74 1.264 through Sotusi Jakarta 78 Integrasi (MSI) 9 PTSoluSindo — Telecommunications South 2010 1999 1999 - 99.71K Kreasi services, Jakarta through MSI Pratama telecommunications (“SKP”) consulting, telecommunications network development, rental of telecommunications towers and eguipment, and telecommunications work 10. PTTowerOne InvestmentCompany — South 2007 2006 2006 99.901 - (“To”) Jakarta 1. PTBali Telecommunications South 2008 2003 2003 0.011 99.991 Telekom services, towers and Jakarta through TO (“Balikom”) —— telecommunications work 12. — PT Triaka Telecommunications South 2009 2009 2009 90.001 10.0026 through Bersama services, towers and Jakarta TB (“Triaka") telecommunications work 13. PT Solusi Telecommunications South 2011 2011 2012 70.034 . 29.977h through Menara " services, towers and Jakarta SKP Indonesia telecommunications (“SMP”) work 14. TBG Global Investment Company — Singapore 2013 2013 2013 100001 - Pte, Ltd, (“TBGG") 15. — PT Menara Investment Company — South 2013 2013 Notyetin 99.995 00156 through Bersama : Jakarta operation TB Terpadu (“MBT”) 16.” PTjaringan — Telecommunications Central 2016 2015 2016 0.0814 — 83.367e through Pintar egulpment maintenance Jakarta TB Indonesia services and (4PI”) telecommunications consulting 17. PT Gihon Telecommunication West Jakarta — 2018 2001 2001 50.435 - Telekomuni- — support services kasi Indonesia Tbk (“GHON”) 18. PTVisi — Telecommunications South 2018 1995 1995 510996 - Telekomuni- — infrastructure services, — Jakarta kasi investing or participating Infrastruktur — in other companies Tbk (“GOLD”) — engaged in telecommunications support activities, and telecommunications support services 19. PTPermata — Telecommunications South 2018 2013 2013 - 99.996 through Karya Perdana towerandeguipment — Jakarta GOLD “PKP” rental services PT Tower Bersama Infrastructure, Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 8 LRaA LRGA “KAN Jl. H.R, Rasuna Said, Jakarta Selatan 12940 62 21 2924 8900 62 21 2157 2015 am! (08) icooooi Emas
Page 10 OCR 0.878
Unofficial English Translation
NU, Tower
» BERSAMA
Company Yearof Year of Year of shi) P
No. Name Business Activities! Domicile Company kerapjishment Commercial Direct indirect
Investment Operation
20.” PT Unicom Fiber optic network WestJakarta — 2022 2020 2021 - 20.005 through
Muda Utama — rental services UT
(“Unicom”)
21. PT Global Fiber optic network South 2023 2018 2021 - 70.004 through
Patra rental services Tangerang GHON
Sinertama
("GPS")
'Associated Companies
1 PT Telinco Central Tangerang 2024 2023 2024 - 26.677
Networks telecommunications Regency through
Indonesia construction, Musi
(“Telinco”) telecommunications
installation, electronic
installation and civil road
building construction
2 PT Ciptajaya — Site Acguisition Tangerang 2024 2008 2006 - 40.001
Sejahtera services, Regency through
Abadi("CSA”) — telecommunications msi
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
business activitles actually cartied out by each Subsidiary Company.
Summary of Company Financial Data
The Consolidated Financial Statements of the Company as of December 31, 2024 and 2023, and for
the years then ended presented in the table below are derived from:
(0)
the consolidated financial statements of the Tower Bersama Group as of December 31, 2024 and
for the year then ended, which have been audited by KAP Purwantono, Sungkoro & Surja (a
member firm of Ernst & Young Global Limited) based on auditing standards established by IAPI, as
stated in the independent auditor's report No. 00528/2.1032/AU.1/06/1561-1/1/IV/2025 dated
April 6, 2025 signed by Benediktio Salim, CPA (Public Accountant Registration No. AP.1561) with
an unmodified opinion and other matter paragraphs regarding: (i) the consolidated financial
statements as of December 31, 2023 and the year then ended were audited by another
independent auditor, and (ii) the purpose of issuing the independent auditor's report. The
independent auditor's report on the consolidated financial statements as of December 31, 2024
and forthe year then ended also contains the paragraphs: (a) “key audit matters” which describes:
(i) an explanation of why the revaluation of telecommunication towers was considered by us to
be one of the most significant matters in our audit of the current period and therefore a key audit
matter, and (ii) how the key audit matter was addressed in the audit and (b) “emphasis of matter”
which describes the restatement of the consolidated statements of financial position as at
December 31, 2023 and January 1, 2023/December 31, 2022 to correct the right-of-use asset and
lease liability accounts, and
PT Tower Bersama Infrastructure, Tbk
Gedung The Convergence Indonesia (TCI), Lantai 11
Kawasan Rasuna Epicentrum
Jl. H.R, Rasuna Said, Jakarta Selatan 12940
Telp : 462 21 29248900
Fax :462 212157 2015
3
LRGA
CemPeo
2
LRGA
camrian
1509001
METERAN”
Page 11 OCR 0.830
Unofficial English Translation NN KJ - TOWER «” “« BERSAMA (ii) the Tower Bersama Group's consolidated financial statements as of December AN SPROUP the yearthen ended, which have been audited by KAP Tanubrata Sutanto Fahmi Bambang & Rekan based on auditing standards established by IAPI, as stated in the independent auditor's report No. 00212/2.1068/AU.1 /06/0117-2/3/111/2024 dated March 28, 2024 signed by F. Wisnu Susilo Broto, S.E., Ak., M.Ak., CPA, CA (Public Accountant Registration No. 0117) with an unmodified opinion. Summary of the Company's consolidated financial statements is as follows: Consolidated Statement of Financial Position (in million Rupiah) 31 December 2023 (as restated) 2024 Assets Current Assets 4,407,135 4,874,261 Non-Current Assets 42,139,843 42,442,085 Total Assets 46,546,978 47,316,346 Current Liabilities 15,132,923 23,300,859 Non-Current Liabilities 19,053,028 13,449,964 Total Liabilities 34,185,951 36,750,323 Eguity 12,361,027 10,565,523 Total Liabilities and Eguity 46,546,978 7,316,346 PT Tower Bersama Infrastructure, Tbk to Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 10 ian || 8 Jifuran| Wi Jl. H.R. Rasuna Said, Jakarta Selatan 12940 same | GP) || ec aan Telp :462 21 29248900 meme LRRAI | |isooooa | Sega” Fax 1462 21 2157 2015
Page 12 OCR 0.876
Unofficial English Translation NN PJ - TOWER » BERSAMA AN sroup Consolidated Statement af Profit or Loss and Other Comprehensive Income (in million Rupiah) For the year ended 31 December 2023 2024 Revenue 6,640,645 6,367,339 Gross Profit 4,738,248 4,926,187 Income from Operations 4,234,072 4,318,756 Income before Final Tax and Income Tax 2,370,238 2,117,283 Income before Income Tax 1,804,519 1,476,550 Net Profit for Current Year 1,621,694 1,423,035 Total Comprehensive Income for the Current Year 2,065,002 10,536 Basic Earnings Per Share Attributable to The Eguity Holder of Parent Company (full amount) 69.1 60.4 EBITDA 5,727,650 5,869,273 Consolidated Statement of Cash Flows (in million Rupiah) For the year ended 31 December 2023 2024 Cash Flows from Operating Activities Net Cash Flows Provided by Operating Activities 4,381,589 5,129,477 Cash Flows from Investing Activities Net Cash Flows Used in Investing Activities (2,745,738) (2,525,371) Cash Flows from Financing Activities Net Cash Flows Used in Financing Activities (1,794,148) (1,929,084) ip h Effect from Changes in Foreign Exchange Rate on Cash and (7,232) 6,033 Cash Eguivatents Net Increase (Decrease) on Cash and Cash Eguivalents (165,529) 681,055 Cash and Cash Eguivalents at the Beginning of Year 966,336 800,857 Cash and Cash Eguivalents at the End of Year 800,857 1,481,912 PT Tower Bersama Infrastructure, Tbk 19 Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 11 & Iliran| Wi Jl H.R. Rasuna Said, Jakarta Selatan 12940 2 ERTIREN | Kerta Aiedn polaal Telp 1462 21 2924 8900 Sa Naa Mnet ET Ta Fax :462 21 2157 2015
Page 13 OCR 0.813
Unofficial English Translation Important Ratios GROWTH RATIO (26) Revenue Gross Profit Income from Operations Net Profit for Current Year Total Comprehensive Income for the Current Year EBITDA Total Assets Total Liabilities Total Eguity BUSINESS RATIO (5) Gross Profit /Revenue Income from Operations/Revenue Net Profit for Current Year / Revenue Total Comprehensive Income for the Current Year / Revenue EBITDA/Revenue Net Profit for Current Year / Total Eguity Net Profit for Current Year / Total Eguity FINANCIAL RATIO (x) Current Assets / Current Liabilities Total Liabilities / Total Eguity Total Liabilities / Total Eguity Interest coverage ratio!" Debt coverage service ratio Note: (1) calculated by comparing EBITDA with financial expenses — interest NU, Tower (2) cacluated by comparing EBITDA with financial expenses - Interest, current portion of notes, current porition of long-term loans. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum Jl H.R. Rasuna Said, Jakarta Selatan 12940 Telp : 462 21 2924 8900 Fax 1462 21 2157 2015 12 " BERSAMA AN sroup 31 December "2028 24 1.896 3.496 (0.196) 40x (2.196) 2.01 (4.096) (12.356) (a7a.690) (99.54) 1.296 2.596 8.5 174 69K 75K 13.21 (14.596) TLAK 71.776 63.896 62.996 244I 20.746 3119 0.21 86.31 85.59 13.14 13.54 3.58 3.096 0.3x 0.2x 2.8x 3.5x 0.7x 0.8x 3.4x 3.1x 0.5x 0.3x 4 Home usign FA @ 1 ISA N/ SSAR | esosoo | Ea
Page 14 OCR 0.915
Unofficial English Translation NN KJ - TOWER «we “ BERSAMA " INTRODUCTION / 'UP This Information Disclosure is presented to the Shareholders of the Company in relation to the Company's plan to issue Notes in foreign currency with an aggregate principal amount of up to USD 900,000,000 (nine hundred million United States Dollars), with the provision that the issuance will be Carried out by the Company in 1 (one) or several issuances within a period of 12 (twelve) months from the date of approval obtained from the General Meeting of Shareholders to be held on June 10, 2025, as stated in this Information Disclosure. Furthermore, the Transaction Plan will be executed in accordance with applicable laws and regulations, including the applicable regulations in the Capital Market sector. Background The Transaction Plan is an effort to obtain foreign currency funding with a total principal amount of up to the eguivalent of USD 900,000,000 (nine hundred miliion US Dollars) to be issued in 1 (one) or Multiple issuances as mentioned above. The proceeds will be used by the Company itself or channeled to its Subsidiary Entities, through intercompany loans and/or eguity investments, to settle maturing debt obligations and early repayments on loans, where the loan agreements do not prohibit such early repayments or to finance future business expansion plans and to support the Company's overall funding needs. Detail on the planned use of proceeds from Transaction Plan can be read inthe Chapter Brief Description of the Transaction part Use of Proceeds. The issuance of Notes is for parties not affiliated with the Company, which is global investors, so the issuance of Notes is not an Affiliated Transaction and there is no Conflict of Interest as referred to in POJK No. 42/2020. The funds obtained from the issuance of Notes will be used to make early prepayment on the Company's debt or Subsidiaries:s debt that do not have better conditions than the issuance reguirements of Notes in the Transaction Plan, as well as to expand and diversify the creditor base so that the Company has broader access to raise funds to support the future growth of the Company's business group. The Company can also maximize the use of funds obtained from the Transaction Plan considering the payment of the entire principal of the loan at the end of the Notes period without any amortization during the Notes period. Coupon payments from the Notes will also be paid semi-annually, compared to monthly and three-monthly interest payments for syndicated loan facilities. Additionally, a fixed interest rate will reduce hedging costs compared to floating interest rates under syndicated loan facilities, thereby making funds available for future growth. If there are no debts to be settled that have worse conditions than the issuance reguirements of Notes in the Transaction Plan or the remainder of the early prepayment of the loan mentioned above can be used to finance the Company's business expansion in the future and support the Company's general funding needs. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum Jl. H.R, Rasuna Said, Jakarta Selatan 12940 Telp : 462 21 2924 8900 Fax : 462 21 2157 2015 13 1 ceamneo 1508 angin 1s09001 V7 bae Bj
Page 15 OCR 0.912
Unofficial English Translation N « - TOWER : " BERSAMA Compliance with Applicable Capital Market Regulations / N GROUP The Company's Transaction Plan is a Material Transaction as defined in POJK No. 17/2020, where the maximum principal amount eguivalent to USD 900,000,000 (nine hundred million United States Dollars) and based on the Bank Indonesia middle rate on December 31, 2024, which was Rp 16,162 (sixteen thousand one hundred sixty two Rupiah), hence eguivalent to Rp 14,545,300,000,000 (fourteen trillion five hundred forty five billion eight hundred million Rupiah). Thus, the value of the Transaction Plan reaches 137.796 (one hundred thirty seven point seven percent) of the Company's eguity value based on the Company's Financial Statements as of December 31, 2024, audited by Purwantono, Sungkoro dan Surja Public Accountant Office with an unmodified opinion with emphasis paragraphs on one matter and paragraphs on other matters, as stated in independent auditor's report No. 00528/2.1032/AU.1/06/1561-1/1/1V/2025 dated April 6, 2025 signed by Benediktio Salim, CPA, which amounted to Rp 10,565,523,000,000 (ten trillion five hundred sixty-five billion five hundred twenty-three million Rupiah), Since the value of the Transaction Plan exceeds 50X (fifty percent) of the Company's eguity value as explained above, the Transaction Plan is a Material Transaction that can only be executed after obtaining prior approval from the General Meeting of Shareholders (GMS) as stipulated in Article 6 paragraph (1) letter d of POJK No. 17/2020. The Transaction Plan is to obtain financing for the Company's own use or to be channeled to the Subsidiaries, through intercompany loans and/or capital injections, to settle maturing debt obligations and early prepayment of loan, or to finance future business expansion plans and support the Company's general funding needs, is not a transaction involving Conflict of Interest as defined in Article 1 paragraph (4) of POJK No. 42/2020. If the Company's use of proceeds is to be channeled to the Subsidiaries, through intercompany loans and/or capital injections, which is an inseparable transaction from the issuance of Notes and will be executed in accordance with the provisions of POIK No. 42/2020 and POJK No. 17/2020. This Information Disclosure is made in accordance with Article 6 paragraph (1) letter d of POJK No. 17/2020, to obtain approval for the Transaction Plan to be reguested for approval at the Company's General Meeting of Shareholders to be held on Tuesday, June 10, 2025, 10:00 AM - finish. The plan issuance of Notes, in foreign currency with a total principal amount of up to eguivalent to USD 900,000,000 (nine hundred million United States Dollars), will consider the best conditions to be obtained by the Company in line with the Company's plan to obtain financing for the development of the Subsidiaries' business and to expand and diversify the creditor base. Apart from the listing approval from the Singapore Stock Exchange, no other approvals from government bodies or institutions are reguired other than approval from the Company's General Meeting of Shareholders as disclosed in this Information Disclosure. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 14 Irea|l 8 j Iran Jl. H.R. Rasuna Said, Jakarta Selatan 12940 caumo || GO) &| | ermman Telp : 462 21 2924 8900 mmm | | | |isosoo1 Fax 1462 21 2157 2015
Page 16 OCR 0.902
Unofficial English Translation NN #, TOWER - N Group s“ , L BERSAMA / u. BRIEF DESCRIPTION OF THE TRANSACTION 1. OBJECT The Company's plan to issue Notes in foreign currency with an aggregate principal amount up to eguivalent to USD 900,000,000 (nine hundred million United States Dollars) is based on the condition that the issuance will be carried out by the Company in one or multiple issuances within 12 (twelve) months from the date of approval by the General Meeting of Shareholders (GMS) to be held on June 10, 2025, as stated in this Information Disclosure. The Notes will only be offered to Initial Purchasers, which will be announced on the Company's website (www.tower-bersama.com) and the Indonesia Stock Exchange (www.idx.co.id) no later than 2 (two) business days after the completion of the Notes issuance. Following the issuance, the Notes will be listed on the Singapore Stock Exchange, and the execution of the Notes purchase transactions can proceed as long as they do not conflict with or violate the laws of the countries Of the parties involved in purchasing the Notes. The Company will issue the Notes in compliance with the listing reguirements of the Singapore Stock Exchange: however, if circumstances arise later that prevent the Notes from being listed on the Singapore Stock Exchange, the issuance of the Notes will be canceled. The Company will seek alternative financing options in accordance with applicable regulations. As of today, the Company has issued: (i) Global Notes amounting to USD 300,000,000 (three hundred million United States Dollars) which were prepaid in May 2017, (ii) Global Notes amounting to USD 350,000,000 (three hundred fifty million United States Dollars) which were prepaid in February 2021: (iii) Global Notes amounting to USD 350,000,000 (three hundred fifty million United States Dollars) maturing on January 21, 2025, (iv) Global Notes amounting to USD 300,000,000 (three hundred million United States Dollars) maturing on January 20, 2026 and (v) Global Notes amounting to USD 400,000,000 (four hundred million United States Dollars) maturing on May 2, 2027, all of which have been listed on the Singapore Stock Exchange. Therefore, the Company is confident that the upcoming Notes issuance will also be eligible for listing on the Singapore Stock Exchange. The listing of Notes on the Singapore Stock Exchange will instill market confidence regarding compliance with the listing reguirements of the Singapore Stock Exchange. Based on the agreements related to the provision of bank loan facilities where the Company is the borrower, the Company is not reguired to obtain prior approval from the bank if the Company complies with the conditions related to permitted debt, which is any debt that, when incurred, will not cause or continue an event of default. Thus, the Company will ensure that it always complies with the terms of these agreements to avoid a default event when the Notes are issued. In carrying out the Transaction Plan, the Company will comply with applicable laws and regulations, including reporting to Bank Indonesia based on the provisions of Bank Indonesia Regulation No. 16/22/PBI/2014 regarding Reporting of Foreign Exchange Activities and Reporting of Activities to Implement Prudent Principles in Managing Non-Bank Corporate External Debt and Bank Indonesia Regulation No. 21/2/PBI/2019 regarding Reporting of Foreign Exchange Activities. PT Tower Bersama Infrastructure, Tbk 4 Gedung The Convergence Indonesia (TCI), Lantal 11 — Kawasan Rasuna Epicentrum 15 mona (ea Jl. H.R. Rasuna Said, Jakarta Selatan 12940 dd 125-225 I ja Telp 1462 21 2924 8900 25 Fax 1462 21 2157 2015 Koma din Hei TES Os ibn
Page 17 OCR 0.915
Unofficial English Translation NN PJ - TOWER «” “« BERSAMA To date, the Company has never defaulted or restructured its debt in the past. contracts of the Company and its Subsidiaries with telecommunication operator customers provide certainty regarding the revenue that will be received in the future. Revenue derived from long-term lease agreements from tower rentals provides a high degree of certainty for recurring revenue Sstreams, with the typical tower lease agreement term of 10 years. As of December 31, 2024, the contracted revenue to be received from tenants for all types of leases is Rp 39.2 trillion, while the Company's total loans, where the USD portion has been hedged, measured using its hedged exchange rate, amounted to Rp 30.2 trillion. The contracted revenue is sufficient to cover the Company's total loans. The Company recognizes the market risk arising from fluctuations of the Rupiah against the US Dollar, hence the Company has entered into hedge contracts aimed at hedging the uncertainty of foreign exchange fluctuations arising from the principal and interest of the Company's loans. Currently, the Company conducts hedging activities against foreign currency exposure through forward contracts and foreign exchange swap contracts with international financial institutions. As of December 31, 2024, the Company had 90 hedge contracts with a notional amount of USD 1.5 billion. Here isa brief description of the Notes to be issued: «. issuer The Company. The brief description of the Company has been disclosed in Chapter | of this Information Disclosure. Security The Notes'to be issued will be unsecured. Size The Notes issuance plan by the Company in a foreign currency with a maximum principal amount eguivalent to USD 900,000,000 (nine hundred million United States Dollars) and based on the Bank Indonesia middle rate on December 31, 2024, which was 16,162 (sixteen thousand one hundred sixty-two Rupiah), hence eguivalent to Rp 14,545,800,000,000 (fourteen trillion five hundred forty-five billion eight hundred million Rupiah). Thus, the value of the Transaction Plan reaches 137.796 (one hundred thirty seven point seven percent) of the Company's eguity value based on the Company's Financial Statements as of December 31, 2024, audited by Purwantono, Sungkoro dan Surja Public Accountant Office with an unmodified opinion with emphasis paragraphs on one matter and paragraphs on other matters, as stated in independent auditor's report No. 00615/2.1032/AU.1/06/1561- 1/1/IV/2025 dated April 15, 2025 signed by Benediktio Salim, CPA, which amounted to Rp 10,565,523,000,000 (ten trillion five hundred sixty-five billion five hundred twenty-three million Rupiah). Since the value of the Transaction Plan exceeds 50X (fifty percent) of the Company's eguity value as explained above, the Transaction Plan is a Material Transaction that can only be executed after obtaining prior approval from the General Meeting of Shareholders (GMS) as stipulated in Article 6 paragraph (1) letter d of POJK No. 17/2020, NRP UP PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum Jl. H.R, Rasuna Said, Jakarta Selatan 12940 Telp : 462 21 29248900 Fax 1462 21 2157 2015 16 ceme 1508001 Ah Yi
Page 18 OCR 0.904
Unofficial English Translation NN « - TOWER atuh AMA AN sroup d. Principal Payment Due Date The maturity date for the principal debt is a maximum of 10 years from the issuance date of each Notes. e. Interest Maximum 84 leight percent) per year with fixed interest for each Notes issued. The determination of the maximum interest rate of 896 (eight percent) is based on the prevailing market interest rate, which is an interest cost that can still support the Company's operational activities. f. Interest Payment Date Every 6 (six) months or other period as agreed by all parties. g. Covenants Regarding the Transaction Plan, the covenants will be stated in the Offering Memorandum to be issued in connection with the issuance of Notes, including but not limited to the following: « encumbering some or all of its assets and properties to secure payment of a debt instrument or payment of other obligations under a debt instrument. e selling or disposing of all or a substantial part of the Company's assets. # directly or indirectly engaging in a merger or consolidation with another party. The Company is obliged to comply with the covenants and/or terms and conditions as set forth in the offering memorandum. The Company will ensure that in setting the terms, there are no restrictions that would hinder the Transaction Plan and disadvantage the rights of public shareholders (including restrictions on dividend distribution). 2. VALUE OF TRANSACTION PLAN Value of the Transaction Plan of Notes issuance in foreign currency with a maximum principal amount eguivalent to USD 900,000,000 (nine hundred million United States Dollars) and based on the Bank Indonesia middle rate on December 31, 2024, which was Rp 16,162 (sixteen thousand one hundred sixty two Rupiah), hence eguivalent to Rp 14,545,800,000,000 (fourteen trillion five hundred forty five billion eight hundred million Rupiah). Thus, the value of the Transaction Plan reaches 137.796 (one hundred thirty seven point seven percent) of the Company's eguity value based on the Company's Financial Statements as of December 31, 2024, audited by Purwantono, Sungkoro dan Surja Public Accountant Office with an unmodified opinion with emphasis paragraphs on one matter and paragraphs on other matters, as stated in independent auditor's report No. 00528/2.1032/AU.1/06/1561- 1/1/IV/2025 dated April 6, 2025 signed by Benediktio Salim, CPA, which amounted to Rp 10,565,523,000,000 (ten trillion five hundred sixty-five billion five hundred twenty-three million Rupiah). Since the value of the Transaction Plan exceeds 5096 (fifty percent) of the Company's eguity value as explained above, the Transaction Plan is a Material Transaction that can only be executed after obtaining prior approval from the General Meeting of Shareholders (GMS) as stipulated in Article 6 paragraph (1) letter d of POJK No. 17/2020. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 12 Kawasan Rasuna Epicentrum 17 LRGA 8 JI. H.R, Rasuna Said, Jakarta Selatan 12940 cam ||) 4 cemto Telp 1462 21 29248900 mom | (8586| | | isosoo Fax 1462212157 2015 sa
Page 19 OCR 0.896
Unofficial English Translation 3. NA, Tower N Group ““ & BERSAMA / PARTIES INVOLVED IN THE TRANSACTION PLAN a. b. The Company (Issuer). Investor and Initial Purchasers which are the purchasers, whose details will be known before the bookbuilding period, is the initial purchasers who indicate the amount of Notes to be purchased and the desired interest rate to obtain an indication of the amount of Notes to be issued in the offering. The Initial Purchasers are the party responsible for purchasing the Notes to be issued by the Issuer and subseguently reselling them to investors on a limited basis and not through a public offering, in accordance with applicable regulations in both the Indonesia and Singapore capital markets, where the Notes will be listed. These Notes are not to be distributed in Indonesia and are not to be offered or sold in indonesia, to Indonesian citizens or residents, in a manner that Constitutes an issuance without a public offering under OJK Regulation No. 30/POJK.04/2019 dated November 29, 2019 regarding the Issuance of Debt Securities and/or Sukuk Conducted Without a Public Offering. These Notes are also not to be offered or sold through a public offering as regulated under the Capital Market Law and its implementing regulations. Below is the brief descirption of Parties Involved in the Transaction Plan: @ di) Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 18 TRGA 8 LRGA Jl. H.R. Rasuna Said, fakarta Selatan 12940 Telp : 462 21 2924 8900 1462 21 2157 2015 The Company or Issuer Brief description of the Company has been disclosed in the Chapter I of this Information Diclosure. Initial Purchasers Initial purchasers means parties who indicate the amount of Notes to be purchased and the desired investors' interest rate, during the bookbuilding process, in order to obtain an indication of the amount of Notes to be issued in the offering. The Initial Purchasers are parties responsible for purchasing the Notes to be issued by the Issuer and subseguently reselling them to investors. Information about the Initial Purchasers will be announced through the Company's website (www.tower-bersama.com) and the Indonesia Stock Exchange website (www.idkx.co.id) no later than 2 (two) business days after the issuance of the Notes as reguired by Article 20 paragraph (2) POJK No. 17/2020. PT Tower Bersama Infrastructure, Tbk ? cermira ceameitn mayo (MEARI | soo vi PN an
Page 20 OCR 0.872
Unofficial English Translation The Transaction Plan Overview Fund Flow of the Transaction Plan are as follows: Initial Purchasers NA, tower L BERSAMA TJ O|O The Company (Issuer) Investors @ v Subsidiaries Description: AKAN The Company issues Notes to be offered to Investors through Initial Purchasers. The Company receives the proceeds of the offering of Notes from Initial Purchasers. Initial Purchasers sold the Notes to Investors Initial Purchasers receive proceeds from the sale of the Notes from Investors. The Company pays interest and at maturity to pay the principal of the Notes to Investors. The Company may chanel proceeds from the offering of Notes from Investors to the Group of Subsidiaries either through intercompany loans and/or eguity participation. 4 USE OF PROCEEDS Benefit of the Transaction Plan to the Company O The Company has conducted its business activities in line with the provision of Integrated Telecommunication Infrastructure Services through its Subsidiaries. As part of its business development, the Company reguires funding to expand and diversify its creditor base, thus allowing the Company broader access to fundraising to support the future growth of its business group. In this regard, the Company will utilize the funds received from the issuance of Notes to repay the principal and/or interest of the Company's and Group of Subsidiaries' debts that are due and early prepayment of debts. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum JI. H.R. Rasuna Said, Jakarta Selatan 12940 Telp : 462 21 2924 8900 Fax 1462 21 2157 2015 19 N Group $ 8 3 £ FE: 8 LRAA ctamreb 150001 emo ana tasal MENak Salad
Page 21 OCR 0.915
Unofficial English Translation NN 4 - TOWER s“, & BERSAMA The Company has the flexibility to use various financing Instruments, nee Nas #ROUP loans in Rupiah, Rupiah bonds, and USD-denominated notes. The Company will continue to seek and utilize the most efficient funding sources, allowing the composition of financing to change over time depending on market conditions at that time. Additionally, with the funds received from the Transaction Plan, the Company can achieve efficiency by settling debts held by the Company and Group of Subsidiaries that have conditions and terms less favorable than the funding obtained through the Transaction Plan, i.e,, the plan issuance of Notes by the Company. The repayment of principal debts, both at the Company level and its subsidiaries, will improve the Company's liguidity since the Notes to be issued by the Company will mature entirely at the end of their respective periods. Furthermore, the Notes will also be used to finance the Company's general activities, which will also enhance the Company's liguidity and profitability. The Group of Subsidiaries as loan recipients include both those directly and indirectly owned by the Company, as disclosed in Chapter I of this Information Disclosure. As previously explained, the funds from the issuance of Notes will be used to settle maturing debt obligations and early debt prepayments of the Company and the Group Subsidiaries, or to finance future business expansion plans and support the Company's general funding needs, with the following priority order: a. Plan for settling maturing debt obligations and early debt repayments received prior to the issuance of Notes, which the Company believes have terms that, compared to the terms of the Notes to be issued, are more favorable for the Company. As of December 31, 2024, the Company and its Group of Subsidiaries has total debt Obligations of Rp 32,188.3 billion (before deducting unamortized borrowing costs), and currently, the Company's business group obtains debt funding as follows: Syndication Loan US$ 325 million Revolving Loan Facility On April 18, 2023, the Company and certain subsidiaries have entered into a US$ 325 million Revolving Loan Facility agreement which will be used for the general funding reguirements including but not limited to repayment of existing debt, capital expenditure and financing any acguisitions which are permitted by the Finance Documents. As of December 31, 2024, the outstanding balance of this facility (before deduction of unamortized borrowing cost) was Rp 695,0 billion. For the year ended 31 December 2024, this facility bears interest ranging from 5.8296-6.684 per annum. This facility will mature in October 2029. The loan recipients consist of subsidiaries directly and indirectly owned by the Company, including PT Triaka Bersama, PT Metric Solusi Integrasi, PT Telenet Internusa, PT United Towerindo, PT Tower Bersama, PT Tower One, PT Batavia Towerindo, PT Prima Media Selaras, PT Bali Telekom, PT Solu Sindo Kreasi Pratama, PT Mitrayasa Sarana Informasi, PT Menara Bersama Terpadu, and PT Solusi Menara Indonesia. The creditors participating in this facility are BNP Paribas, Oversea-Chinese Banking Corporation Limited, Credit Agricole Corporate and Investment Bank, DBS Bank Limited, United Overseas Bank Limited, PT Bank CIMB Niaga Tbk, PT Bank HSBC Indonesia, PT Bank Mizuho Indonesia, and PT Bank OCBC NISP Tbk. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum Jl H.R. Rasuna Said, Jakarta Selatan 12940 Telp : 462 21 2924 8900 Fax 1462 21 2157 2015 20 ka LRGA LRGA CERMPRD 1808001. Vi TES MOELADN
Page 22 OCR 0.765
Unofficial English Translation Non-Syndication Loans NN, Tower As of December 31, 2024, the outstanding balance of this non-syndication facility (before deduction of unamortized borrowing cost) was Rp 8,101.9 billion, with detail as follows: BERSAMA GROUP Balance as of Creditars Agreement Date Maturity beo Dec 31, 2024 P (Rp million) December 29, 2022 as lastamended on December 31, 2025 December 4, 2024, and will be DB: , 2022, Pe sank 9 s (the Company and PT | automatically Rp 21050,000 01 - PT Unicom Muda renewed for 3 months | Utama, Company's after maturity subsidiary) December 4, 2023 as PT Bank i , Anta i last amendad on December 3, 2025 Rp 1,000,000 993,000 December 2, 2024 June 5, 2023 as last kof . ban Kasi (Hong | mended on July30, — June 5, 2025 Rp 500,000 500,000 5! 2024 October 31, 2018 as last amended on March 14, 2024 (PT Gihon "Telekomunikasi March 31, 2025 Rp 300,000 257,500 Indonesia Tbk, Company's subsidiary) PT Bank UOB Indonesia November 9, 2020 as last amended on April 23,2028 (PT | ap 130, 2025 Rp 100,000 . Permata Karya Perdana, Company's subsidiary) May 29, 2023 as last | Rp 1,000,000 or amended by April 30, | May 29, 2025 UsD 65.000.000 660,000 2024 " December 18, 2023 PTB hh / In Lan Wiz 0 aslastamendedon | July 11, 2025 Rp 1,000,000 100,000 July 11, 2024 November 28, 2023 PT B: , in 1 ank CTBC aslastamendedon | January 31, 2026 Rp Z00,o00 Kal un 300,000 March 17, 2025 gulvalent . May 23,2023, as last PT Bank BNP e in donasis Paribas | mendedon October | October 30, 2025 Rp 1,000,000 756,551 30, 2024 May 11, 2023 as last PT Bank , H | Ban HSBC amended on October | May 11, 2025 Rp 500,000 or USD 250,000 Indonesia 30. po2a eguivalent May 24, 2023, as last PT Bank Maybank » 2023, KAS amended on May 24, 2025 750,000 665,000 November 29, 2024 PT Tower Bersama Infrastructure, Tbk 1 Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 21 LRGA Iron | WI Jl. H.R, Rasuna Said, Jakarta Selatan 12940 Kn | A2 Pkn 2 21 2924 8900 KN Aa Oa PAN 1462 212157 2015
Page 23 OCR 0.859
Unofficial English Translation NN PJ - TOWER «” “ BERSAMA I Facilit Creditors Agreement Date L Maturity Keong Dec 31, 2024 P (Rp million) September 7, 2023 (PT Gihon PT Bank KEB Hana Telekomunikasi 5 (five) years since 2 Indonesia Indonesia Tbk, first drawdown 200,009 157,288 Company's subsidiary) PT Bank ONB 5 Indonesia Tbk September18,2024 | September 18, 2025 Rp500,000 00,000 PT Bank Rakyat indonesia (Persero) December 19, 2024 December 19, 2025 Rp 500,000 250,000 Tbk Pa Bank CIMB Niaga | ay 13, 2022 31 Maret 2026 Rp 350,000 126,000 Rp 800,000 or USD Pr BankDanamon | March 28, 2024 March 28, 2026 eguivalent 100,000 Indonesia Tbk an Rp 1,000,000 or . Citibank N.A September 25,2024 | September 25, 2025 USD eguivalent PT Bank Negara | May 15, 2023 as last Indonesia (Persero) | amended on June 5, May 15, 2025 Rp 2,000,000 1,528,200 Tbk 2024 December 22, 2020 as last amended on May 13, 2026 Rp 50,000 25,000 March 19, 2024 (PT PT Bank ONB Gihon Indonesia Tbk Telekomunikasi Indonesia, March 19, 2028 Rp 50,000 33,333 / Company's subsidiary) July 28, 2023 (PT Oversea-Chinese Komara ma, Banking Corporation pi October 28, 2025 USD 10,000,000 - Limited subsidiary) as last amended on October 28, 2024 Long-term Notes As of December 31, 2024, the outstanding balance of the Company's and its subsidaries' long-term notes (before deducting unamortized borrowing costs) was Rp 23,391.5 billion, with detail as follows: 4.254 Senior Unsecured Notes amounted to US$ 350 miilion On January 21, 2020, the Company issued 4.2596 Senior Unsecured Notes (“2025 Notes”) with an aggregate value of USD350 million. The 2025 USD Notes bear interest at 4.254, per annum, payable on January 21 and July 21 each year, commencing on July 21, 2020, The 2025 USD Notes has been paid on maturity date which was January 21, 2025. 2.754 Senior Unsecured Notes amounted to US$ 300 million On January 20, 2021, the Company issued 2.754 Senior Unsecured Notes (“2026 USD Notes”) with an aggregate value of USD300 million. The 2026 USD Notes bearinterest at PT Tower Bersama Infrastructure, Tbk 19 Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 22 Ta ROA Jl. H.R. Rasuna Said, Jakarta Selatan 12940 hadi | 2-25) dung 62 212924 8900 pa |E- Fax 1462 212157 2015
Page 24 OCR 0.900
Unofficial English Translation NN Tower L BERSAMA 2.754 per annum, payable on January 20 and July 20 each year, comm 2021. The 2026 USD Notes will mature on January 20, 2026. 2.804 Senior Unsecured Notes amounted to US$ 400 million On November 2, 2021, the Company issued 2.804 Senior Unsecured Notes (“2027 USD Notes”) with an aggregate value of USD400 million. The 2027 USD Notes bear interest at 2.804 per annum, payable on May 2 and November 2 each year, commencing on May 2, 2022. The 2027 USD Notes will mature on May 2, 2027. Notes in Rupiah: Continuous Bonds V Phase III On March 2, 2022, the Company issued ContinucusBonds V Tower Bersama Infrastructure Phase III Year 2022 with Fixed Interest Rate (“Continuous Bonds V Phase 11”). The Continuous Bonds V Phase III have a total principal amount of Rp 2,200 billion consisted of: 1. Series A Bonds of Rp 1,700 billion at a fixed interest rate of 3.754 peryearanda tenor of 370 Calendar Days. 2. Series B Bonds of Rp 500 billion at a fixed interestrate of 5.904 peryearanda tenor of3 years. The Company fully paid this Continuous Bonds V Phase Ili Series A on March 12, 2023. Therefore, as of December 31, 2024, the Company has Rp 500 billion outstanding for the Continuous Bonds V Phase III Series B, and fully paid this Notes on March 2, 2025. Notes in Rupiah: Continuous Bonds V Phase IV On August 11, 2022, the Company issued Continuous Bonds V Tower Bersama Infrastructure Phase IV Year 2022 with Fixed Interest Rate (“Continuous Bonds V Phase IV”). The Continuous Bands V Phase IV have a total principal amount of Rp 2,200 billion consisted of: 1. Series A Bonds of Rp 1,479.610 billion at a fixed interest rate of 4.104 peryearanda tenor of 370 Calendar Days. 2. Series B Bonds of Rp 721.390 billion at a fixed interest rate of 6.354 peryear and a tenor of 3 years. The Company fully paid this Continuous Bonds V Phase IV Series A on August 21, 2023. Therefore, as of December 31, 2024, the Company has Rp 721.390 billion outstanding for the Continuous Bonds V Phase IV Series B. Notes in Rupiah: Continuous Bonds VI Phase I On July 11, 2023, the Company issued Continuous Bonds VI Tower Bersama Infrastructure Phase I Year 2023 with Fixed Interest Rate (“Continuous Bonds VI Phase 1). The Continuous Bonds VI Phase ! have a total principal amount of Rp 1,500 billion Consisted of: 1, Series A Bonds of Rp 1,000 billion at afixed interest rate of 5.904 peryearandatenor of 370 Calendar Days. 2. Series B Bonds of Rp 500 billion at a fixed interest rate of 6.254 per year and a tenor of 3 years. The Company fully paid this Continuous Bonds VI Phase I Series A on July 21, 2024. Therefore, as of December 31, 2024, the Company has Rp 500 billion outstanding for this Continuous Bonds VI Phase I Series B. PT Tower Bersama Infrastructure, Thk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum JI. H.R. Rasuna Said, Jakarta Selatan 12940 Telp : 462 21 2924 2900 Fax 1462 212157 2015 23 SA GRGUP # LRGA ceamritn LRGA Camar 1s05001. “KAN Pa
Page 25 OCR 0.897
Unofficial English Translation NN « - TOWER »”' , « BERSAMA Notes in Rupiah: Continuous Bonds VI Phase III / N GROUP On February 6, 2024, the Company issued Continuous Bonds VI Tower Bersama Infrastructure Phase III Year 2024 with Fixed Interest Rate (“Continuous Bonds VI Phase 111”). The Continuous Bonds VI Phase III have a principal amount of Rp 2,700 billion ata fixed interest rate of 6.759 per year and a tenor of 370 days. As of December 31, 2024, the Company has Rp 2,700 billion outstanding for this Continuous Bonds VI Phase III and fully paid this Notes on February 16, 2025. Notes in Rupiah: Continuous Bonds VI Phase IV On December 3, 2024, the Company issued Continuous Bonds VI Tower Bersama Infrastructure Phase IV Year 2024 with Fixed Interest Rate (“Continuous Bonds VI Phase IV”). The Continuous Bonds VI Phase IV have a total principal amount of Rp 2,000 billion consisted of: 1. Series A Bonds of Rp 1,243.075 billion at a fixed interest rate of 6.454 peryearanda tenor of 370 Calendar Days. 2. Series B Bonds of Rp 756.925 billion at a fixed interest rate of 6.754 per year and a tenorof 3 years, As of December 31, 2024, the Company has Rp 2,000 billion outstanding for this Continuous Bonds Vi Phase IV. All the loan agreements mentioned above do not prohibit early prepayments. If the Company receives funds from the Transaction Plan in the total maximum amount eguivalent to USD 900,000,000 (nine hundred million United States Dollars), these funds will be used to early prepayments on debts that have terms less favorable than the terms of the Notes issuance in the Transaction Plan. The terms of the Notes issuance will be used as a substitute for maturing debts orthose to be early prepaid, with the condition that debt settlement will only be executed if the terms of the debts are not better than the terms of the Notes issuance. The proceeds from the issuance of these Notes will be distributed to the subsidiaries in the form of loans that will have the same maturity date as the Notes, at an interest rate at least egual to the interest rate of the Notes, and under generally applicable terms and conditions, which will be determined later on an arm's length basis. If there are no debts to be settled with terms less favorable than the terms of the Notes issuance in the Transaction Plan, or if there is a remaining amount from the early repayments on the mentioned loans, these funds can be used to finance the Company's business expansion. b. Funding for business expansion plans (both organic and non-organic), including capital expenditures in the future, and supporting the Company's general funding needs. The Company's expansion plans typically involve providing build-to-suit and collocation service schemes, which include: # network planning # land acguisition and permits # infrastructure design and construction “network installation and project management for telecommunication towers and Distributed Antenna Systems (DAS) “network expansion and deployment programs 8 operation and maintenance of sites during the infrastructure's lease period PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 24 TRAA 8 £ LRGA raat JI. H.R, Rasuna Said, Jakarta Selatan 12940 baal kamar Telp :462 212924 8900 Fax 1462 21 2157 2015
Page 26 OCR 0.906
Unofficial English Translation NN PJ - TOWER « “ BERSAMA Through its Group of Subsidiaries, the Company will continue its bu Ne GRBUP efforts to maximize the Company's value and enhance its competitive advantage, ultimately leading to growth and profits for the Company. To fund these business expansion needs, if the funds obtained from the Notes issuance are insufficient, or for any other reason the issued Notes cannot reach the maximum value, the Company will seek alternative financing options. The use of proceeds of the Notes can be channeled to the Group of Subsidiaries through intra- company loans and/or eguity participation, which is an integral transaction to the Notes issuance and will be carried out in accordance with the provisions of POJK No. 42/2020 and POJK No. 17/2020. The estimated costs incurred by the Company related to the Transaction Plan, including costs for independent parties involved in the Transaction Plan, are approximately 156 (one percent) of the funds raised from the Transaction Plan. Therefore, after deducting the costs related to the Transaction Plan, the net proceeds from the Notes issuance that will be received by the Company are estimated to be around USD 891,000,000 (eight hundred ninety-one million United States Dollars). “ 5. IMPACT OF THE TRANSACTION PLAN ON THE COMPANY'S FINANCIALS With the issuance of Notes by the Company, the Company will gain additional liguidity that will be used for settling existing and future maturing debts and financing the Company's growth in the future. Considering the fixed interest rate of the Notes and the principal repayment that does not reguire installment during the Notes period, it is expected that the Company can maximize the use of funds to enhance profit growth, thereby maximizing the Company's value. The Impact of issuing Notes on the Company's consolidated financial statements as of December 31, 2024, assuming that all proceeds from the Notes issuance wil! be used entirely for paying off existing and future maturing debts, is as follows: # Total assets and liabilities of the Company's consolidation will not be affected if all funds received are used for settling existing and future maturing debts. # Fnancial ratios that are affected: Proforma Financial Ratios Before Transaction After Transaction 31 Dec 2024 31 Dec 2024 Current Ratio (Current Asset / Current Liabilities) 0.21x 0.31x Debt Coverage Service Ratio 0.29x 0.45x Interest Coverage Ratio" No Impact No Impact Note: ") Interest Coverage Ratio not affected with the @assumptions that financial expenses — interest will be the same before the issuance Of Notes but it will extend the maturity of the Company's debt If the majority (99.596) of the use of proceeds from the issuance of the Notes will be used to repay existing and maturing debt, and a small portion (0.596) will be used to finance the Company's general activities, then the impact of the Notes issuance is as follows: PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 25 JI. H.R. Rasuna Said, Jakarta Selatan 12940 Telp 1162 212924 8900 Gamrieo 1509001 3 Fax 1462 21 2157 2015
Page 27 OCR 0.843
Unofficial English Translation NN L - TOWER BERSAMA “j N GROUP Before After Transaction Transaction 31 Dec Adjustment 31 Dec 2024 2024 Assets Current Assets 4,874,261 (4,228) 4,870,033 Non-Current Assets 42,442,085 42,442,085 Total Assets 47,316,346 97,312,118 Liabilities and Eguity Current Liabilities 23,300,859 15,623,293 Non-Current Liabilities 13,449,964 21,127,530 Total Liabilities 36,750,823 36,750,323 Eguity 10,565,523 (4,228) 10,561,295 Total Liabilities and Eguity 47,316,346 47,312,118 # Financial Ratios that are affected: Proforma Financial Ratio Before Transaction Before Transaction 31 Dec 2024 31 Dec 2024 Current Ratio (Current Asset / Current 0.21x 0.31x Liabilities) Debt Coverage Service Ratio 0.29x 0.45x Interest Coverage Ratio" 3.14x 3.13x Notes: Assumption of interest the before and after transaction is the same PT Tower Bersama Infrastructure, Tbk W Gedung The Convergence Indonesia (TCI), Lantai 11 -— Kawasan Rasuna Epicentrum 26 LRGA S1 Vi JI, HR, Rasuna Said, Jakarta Selatan 12940 Bei Gee ma Telp : 462 21 29248900 ana 2 Fax 1462 21 2157 2015
Page 28 OCR 0.895
Unofficial English Translation NN 1 - TOWER “ BERSAMA Iv. INDEPENDENT PARTIES 7 1. Martokoesoemo, Pakpahan & Rekan Public Appraisal Office In order to comply with the provisions of Article 17 paragraphs c and d of POJK No. 17/2020 regarding the obligation to present an Appraiser's Report regarding the reasonableness opinion of the Transaction Plan which has material value, the Company has appointed Martokoesoemo, Pakpahan & Rekan Public Appraisal Office (KJPP) as an independent appraiser to provide an opinion on the fairness of the Transaction Plan. In accordance with the provisions of Article 20 paragraph (2) of POJK No. 17/2020, the Transaction Plan, which involves the issuance of Notes (debt securities where the buyers of the debt securities are not yet known), the Company will announce a Summary of the Appraiser's Report no laterthan 2 (two) working days after the date of issuance of the Notes. 2. Purwantono, Sungkoro dan Surja Public Accounting Firm The Independent Public Accounting Firm is appointed to conduct an audit based on auditing standards established by the Indonesian Institute of Certified Public Accountants. These standards reguire public accountants to plan and perform audits to obtain reasonable assurance that the financial statements are free from material misstatement. The Company has appointed Purwantono, Sungkoro dan Surja as the Public Accountant Firm to audit and/or review the Company's financial position for the implementation of the Transaction Plan. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 UP & Kawasan Rasuna Epicentrum 27 LROA LRGA Jl. H.R. Rasuna Said, Jakarta Selatan 12940 came || GO 1) aman Telp : 462 21 2924 8900 mma | AA | |isoo01 Fax :462 21 2157 2015 . Lena kera
Page 29 OCR 0.906
Unofficial English Translation NV, Tower 1 BERSAMA IN GROUP V. STATEMENT OF BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS 1. The Company's Board of Directors and Board of Commissioners hereby stated that: 3) b) c) All information in this Disclosure has disclosed all material facts, and such information is not misleading. The value of the Transaction Plan for the Issuance of Notes in foreign currency with a total principal amount of up to eguivalent to USD 900,000,000 (nine hundred million United States Dollars) based on the middle exchange rate of Bank Indonesia on December 31, 2023, amounting to 16,162 (sixteen thousand one hundred sixty two Rupiah), hence eguivalent to Rp 14,545,800,000,000 (fourteen trillion five hundred forty five billion eight hundred million Rupiah). Thus, the value of the Transaction Plan reaches 137.74 (one hundred thirty seven point seven percent) of the Company's eguity value based on the Company's Financial Statements as of December 31, 2024, audited by Purwantono, Sungkoro dan Surja Public Accountant Office with an unmodified opinion with emphasis paragraphs on one matter and paragraphs on other matters, as stated in independent auditor's report No. 00528/2.1032/AU.1/06/1561-1/1/IV/2025 dated April 6, 2025 signed by Benediktio Salim, CPA, which amounted to Rp 10,565,523,000,000 (ten trillion five hundred sixty-five billion five hundred twenty-three million Rupiah). Since the value of the Transaction Plan exceeds 504 (fifty percent) of the Company's eguity value as explained above, the Transaction Plan is a Material Transaction that can only be executed after Obtaining prior approval from the Company's General Meeting of Shareholders (GMS). The Transaction Plan is an issuance of Notes where the purchasers is not yet known, therefore information regarding: 9) The parties purchasing the Notes, (ii) Summary of the Independent Appraiser's Report on the fairness of the Planned Transaction, (iii) .Notes size to be issued: and tiv) The interest rate, will be announced through the Company's website (www.tower-bersama.com) and the Indonesia Stock Exchange website (www.idXx.co.id) no laterthan 2 (two) working days after the date of issuance of the Notes as reguired in Article 20 paragraph (2) POJK No. 17/2020. 2. Furthermore the Board of Directors stated that : t a) The Transaction Plan does not involve any Conflict of Interest as referred to in POJK No. 42/2020, considering that the Transaction Plan is in relation to raising capital from global investors. By implementing the Transaction Plan, the Company can expand and diversify its creditor base, thus widening the Company's access to capital for future growth. The interest rate to be set is in line with the prevailing market interest rate, with a maximum of 846 per annum. b) The issuance of debt securities or Notes is not intended for affiliated parties. c) There are no restrictions that will be applied to the Company and its Subsidiaries in the agreements to be signed that would prejudice the rights and interests of public shareholders. d) The planned use of proceeds from the issuance of Notes, which includes lending to Subsidiaries, will be carried out in compliance with applicable laws and regulations, including those in the Capital Market sector. e) There are no specific conditions that would prejudice public shareholders (negative convenants), including dividend distribution, in agreements or transactions made by the Company and its Subsidiaries with other parties. er Tower Bersami ina IA AN there have been no objections from any parties regarding the Transaction Plan. Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 28 LRGA 8 LRGA Jl. H.R, Rasuna Said, Jakarta Selatan 12940 cerai came Telp : 462 21 2924 8900 Anjas Za ISO9001 Fax 1462 21 2157 2015 Kn ban Bar pa Lesa0a2-IDM
Page 30 OCR 0.912
Unofficial English Translation NN Pj - TOWER »? « BERSAMA VI, GENERAL MEETING OF SHAREHOLDERS 1 JP The approval of Transaction Plan from the shareholders at the General Meeting of Shareholders (GMS) to be held by the Company on: Day Date : Tuesday, June 10, 2025 Time : 10.00 WIB - finish Venue : will be announced at GMS invitation date The agenda related to the Transaction Plan: "Approval of the plan to issue debt securities or Notes in foreign currency, with a maximum principal amount eguivalent to USD 900,000,000 (nine hundred million United States Dollars), to be issued by the Company in 1 (one) or several issuances within a period of 12 (twelve) months from the date of approval by the GMS through an offering to investors outside the territory of the Republic of Indonesia, which constitutes a Material Transaction under POJK No. 17/2020," 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 plan to issue unsecured Notes, 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 sharehoiders Or their proxies representing at least 1/3 (one-third) ofthe 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 @uorum set by OJK upon the Company's reguest. Based on Article 8 and Article 9 of POJK No. 17/2020, in the case where a Material Transaction approved in the GMS has not been executed within 12 (twelve) months from the GMS approval date, the Material Transaction can only be executed again after Obtaining a re-approval from the GMS. If the plan for the Material Transaction does not receive approval from the GMS, then the plan can only be resubmitted 12 (twelve) months after the non-approval GMS. PT Tower Bersama Infrastructure, Tbk ba Gedung The Convergence Indonesia (TCI), Lantai 11 « Kawasan Rasuna Epicentrum 29 JI, H.R, Rasuna Said, Jakarta Selatan 12940 Telp :462 21 2924 8900 2 lu ERTIIEO "ear | Isosoo LEESe Rara Fax 1462 21 2157 2015
Page 31 OCR 0.862
Unofficial English Translation NN PJ - TOWER T BERSAMA “IN GROUP . For information, here are the dates related to the holding of the GMS: 1 Announcement of GMS and Information Disclosure related May 2, 2025 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. May 16, 2025 3 Invitation of GMS through Indonesia Stock Exchange May 19, 2025 website and the Company's website www.tower- bersama.com 4 Amendment or Additional Information on Disclosure of June 4, 2025 Indonesia through Indonesia Stock Exchange website and the Company's website www.tower-bersama.com (if any), 2 days before GMS 5 GMS June 10, 2025 6 Summary of GMS Results through Indonesia Stock Exchange June 12, 2025 website and the Companys website www.tower- bersama.com PT Tower Bersama Infrastructure, Tbk tp Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 30 trah 8 LRGA “KAN Jl. H.R, Rasuna Said, Jakarta Selatan 12940 kada Ka ME ara Telp : 462 21 2924 8900 25 58 Tea Fax 1462 21 2157 2015
Page 32 OCR 0.816
Unofficial English Translation RN (. TOWER s”, '& BERSAMA / N Group vw. ADDITIONAL INFORMATION For furtherinformation 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.secretaryOtower-bersama.com PT Tower Bersama Infrastructure, Tbk ' Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 31 IROA 8 LRGA YKAN Jl. H.R. Rasuna Said, Jakarta Selatan 12940 19, Tenhmaba mat Telp : 462 21 2924 8900 amen ISAKPI isosoon | Mess Fax 1462 212157 2015
Names mentioned 76 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Indonesia Stock Exchange
p.3 ×8
unresolved
org
Financial Services Authority
p.3
unresolved
org
PT Banyan Kawasan Rasuna Epicentrum IL H.
p.3
unresolved
org
PT Banyan Mas
p.5
unresolved
person
Notary Dewi Himijati Tandika
· Notaris
p.5
unresolved
org
Minister of Law and Human Rights
p.5 ×2
unresolved
person
Jose Dima Satria
· Notaris
p.5 ×5
unresolved
org
Minister of Law
p.6 ×2
unresolved
org
PT Datindo Entrycom
p.6
unresolved
person
Dr. Leonardus Wahyu Wasono Mihardjo Audit Committee
· Director
p.7 ×3
unresolved
org
PT United Telecommunications South
p.8
unresolved
org
PT Tower Telecommunications South
p.8
unresolved
org
PT Mitrayasa
p.9
unresolved
org
PT Triaka Telecommunications South
p.9
unresolved
org
PT Solusi Telecommunications South
p.9
unresolved
org
PT Gihon Telecommunication West
p.9
unresolved
org
Indonesia Tbk
p.9 ×4
unresolved
org
PT Unicom Fiber
p.10
unresolved
org
PT Global Fiber
p.10
unresolved
org
PT Telinco Central Tangerang
p.10
unresolved
org
PT Ciptajaya
p.10
unresolved
org
Purwantono
p.10
unresolved
org
Young Global Limited
p.10
unresolved
person
Benediktio Salim
p.10 ×5
unresolved
org
Tanubrata Sutanto Fahmi Bambang & Rekan
p.11
unresolved
org
Tanubrata Sutanto Fahmi Bambang
p.11
unresolved
person
F. Wisnu Susilo Broto
p.11
unresolved
person
CPA
p.11
unresolved
org
Bank Indonesia
p.15 ×7
unresolved
org
Bank Indonesia Regulation
p.16 ×2
unresolved
org
Bank Corporate External Debt
p.16
unresolved
org
PT Triaka Bersama
p.21
unresolved
org
PT Metric Solusi Integrasi
p.21
unresolved
org
PT Telenet Internusa
p.21
unresolved
org
PT United Towerindo
p.21
unresolved
org
PT Batavia Towerindo
p.21
unresolved
org
PT Prima Media Selaras
p.21
unresolved
org
PT Bali Telekom
p.21
unresolved
org
PT Solu Sindo Kreasi Pratama
p.21
unresolved
org
PT Mitrayasa Sarana Informasi
p.21
unresolved
org
PT Menara Bersama Terpadu
p.21
unresolved
org
PT Unicom Muda
p.22
unresolved
org
PT Gihon
p.22 ×2
unresolved
org
PT Bank BNP
p.22
unresolved
org
PT Bank KEB Hana Telekomunikasi
p.23
unresolved
org
Indonesia Indonesia Tbk
p.23
unresolved
org
PT Bank ONB
p.23
unresolved
org
Bank ONB Gihon Indonesia Tbk
p.23 ×2
unresolved
org
PT Oversea-Chinese Komara
p.23
unresolved
org
Banking Corporation
p.23
unresolved
org
Pakpahan & Rekan
p.28 ×2
unresolved
org
TOWER BERSAMA INFRASTUCTURE Tbk.
p.32 ×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
3438 ms
13 Sep 2026 15:28
Raw output
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