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20260702_ISAT_Laporan Informasi dan Fakta Material_32107724_lamp2.pdf
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DISCLOSURE OF INFORMATION TO SHAREHOLDERS OF
PT INDOSAT Tbk
TO COMPLY WITH THE FINANCIAL SERVICES AUTHORITY REGULATION NO. 17/POJK.04/2020 ON
MATERIAL TRANSACTIONS AND CHANGES OF BUSINESS ACTIVITIES AND THE FINANCIAL
SERVICES AUTHORITY REGULATION NO. 42/POJK.04/2020 ON AFFILIATED TRANSACTIONS AND
CONFLICT OF INTEREST TRANSACTIONS
(“DISCLOSURE OF INFORMATION”)
PT INDOSAT Tbk
(the “Company”)
Main Business Activity:
Telecommunication
Headquarter Office
Indosat Ooredoo Hutchison Tower
Jln. Medan Merdeka Barat No. 21, Jakarta 10110
Phone: (+62 21) 3000 3001 ext. 8803 / 8804
Email: corporate.secretary@ioh.co.id
Website: www.ioh.co.id
THIS DISCLOSURE OF INFORMATION IS PREPARED AND MADE IN COMPLIANCE WITH THE
FINANCIAL SERVICES AUTHORITY (OTORITAS JASA KEUANGAN (“OJK”) REGULATION NO.
42/POJK.04/2020 ON AFFILIATED TRANSACTIONS AND CONFLICT OF INTEREST TRANSACTIONS
(“OJK REGULATION NO. 42/2020”) AND OJK REGULATION NO. 17/POJK.04/2020 ON MATERIAL
TRANSACTIONS AND CHANGES OF BUSINESS ACTIVITIES (“OJK REGULATION NO. 17/2020”).
THE INFORMATION PRESENTED IN THIS DISCLOSURE OF INFORMATION IS IMPORTANT TO BE
READ AND TAKEN INTO CONSIDERATION BY THE SHAREHOLDERS OF THE COMPANY IN RELATION
TO THE DIVESTMENT TRANSACTION. IF YOU EXPERIENCE DIFFICULTY UNDERSTANDING THE
INFORMATION AS CONTAINED IN THIS DISCLOSURE OF INFORMATION, PLEASE CONSULT WITH A
LEGAL ADVISOR, PUBLIC ACCOUNTANT, FINANCIAL ADVISOR OR OTHER PROFESSIONALS.
THE COMPANY IS RESPONSIBLE FOR THE ACCURACY OF ALL MATERIAL INFORMATION
CONTAINED IN THIS DISCLOSURE OF INFORMATION AND AFTER CONDUCTING DUE DILIGENCE
ON THE AVAILABLE INFORMATION REGARDING THE TRANSACTION (AS DEFINED BELOW), THE
COMPANY HEREBY DECLARES THAT TO THE BEST OF THE KNOWLEDGE AND BELIEF OF THE BOARD
OF DIRECTORS AND THE BOARD OF COMMISSIONERS, THERE ARE NO OTHER IMPORTANT OR
MATERIAL FACTS RELEVANT TO THIS TRANSACTION (AS DEFINED BELOW) THAT HAVE NOT BEEN
DISCLOSED WHICH COULD RENDER THIS DISCLOSURE OF INFORMATION FALSE OR MISLEADING.
This Disclosure of Information was published in Jakarta on 2 July 2026.
INTRODUCTION
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Information contained in this Disclosure of Information is prepared in order to fulfill the Company’s
obligation to announce disclosure of information regarding transactions carried out by the Company
in connection with the divestment of shares owned by the Company and PT Aplikanusa Lintasarta
(“Lintasarta”) in PT Infra Fiber Teknologi (the “Subsidiary”) to PT Nusantara Fiber Teknologi (the
“Buyer”) through the following:
1. the share sale and purchase transaction of shares owned by the Company and Lintasarta in the
Subsidiary, cumulatively totaling 11,707,828 (eleven million seven hundred seven thousand
eight hundred twenty-eight) shares or equivalent to 84.9% (eighty-four point nine percent) of
the total issued and paid-up capital of the Subsidiary to the Buyer, where the value of this
transaction is IDR11,707,828,000,000 (eleven trillion seven hundred seven billion eight hundred
twenty-eight million Rupiah) (“Share Sale and Purchase Transaction”);
2. the inbreng transaction of shares owned by the Company and Lintasarta in the Subsidiary,
cumulatively totaling 2,083,223 (two million eighty-three thousand two hundred twenty-three)
shares or equivalent to 15.1% (fifteen point one percent) where pursuant to the inbreng
transaction, the Company and Lintasarta shall receive consideration in the form of shares to be
issued by the Buyer to the Company and Lintasarta, with the number of shares respectively
amounting to 1,991,439 (one million nine hundred ninety-one thousand four hundred thirty-
nine) Buyer shares or equivalent to 49.1% (forty-nine point one percent) of the total issued and
paid-up capital of the Buyer and 32,132 (thirty-two thousand one hundred thirty-two) Buyer
shares or equivalent to 0.8% (zero point eight percent) of the total issued and paid-up capital
of the Buyer (“Inbreng Transaction”); and
3. the entry of the Company, Lintasarta, the Buyer and PT Ainfrastruktur Indonesia Raya into the
Shareholders Agreement of the Buyer dated 6 May 2026 which has become legally effective
upon completion of the Share Sale and Purchase Transaction (“Shareholders Agreement”,
together with the Share Sale and Purchase Transaction and the Inbreng Transaction, the
“Divestment Transaction”).
The Divestment Transaction constitutes a follow-up to (a) the Investment Agreement between the
Company, Lintasarta, and PT Ainfrastruktur Indonesia Raya dated 23 December 2025 as previously
disclosed by the Company through the Company’s Disclosure of Information based on Letter No.
289/AY0-AYD0/LGL/25 dated 23 December 2025, as subsequently amended and restated through the
Amendment and Restatement of the Investment Agreement dated 6 May 2026 (“Amendment and
Restatement of the Investment Agreement”); (b) the Conditional Share Sale and Purchase Agreement
between the Company, Lintasarta and the Buyer dated 6 May 2026 (“Conditional Share Sale and
Purchase Agreement”); and (c) the Shareholders Agreement dated 6 May 2026. The information
regarding the execution of such agreements was disclosed by the Company through the Company’s
Disclosure of Information based on Letter No. 100/AY0-AYD0/LGL/26 dated 6 May 2026.
In accordance with the Company’s Disclosure of Information based on Letter No. 100/AY0-
AYD0/LGL/26 dated 6 May 2026, the effectiveness of the Conditional Share Sale and Purchase
Agreement and the Shareholders Agreement shall legally take effect after the parties to the
Conditional Share Sale and Purchase Agreement and the Shareholders Agreement have fulfilled all
conditions precedent, whereby the implementation of the Share Sale and Purchase Transaction and
the Inbreng Transaction constitutes the completion event of the fulfillment of all conditions
precedent. Accordingly, the Conditional Share Sale and Purchase Agreement has become effective
through the execution of the following definitive documents:
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1. Deed of Acquisition No. 97 dated 30 June 2026, made before Buchari Hanafi, S.H., Notary in
South Jakarta between the Company and the Buyer in respect of the Share Sale and Purchase
Transaction (the “Deed of Acquisition”);
2. Deed of Share Sale and Purchase No. 98 dated 30 June 2026, made before Buchari Hanafi, S.H.,
Notary in South Jakarta between Lintasarta and the Buyer in respect of the Share Sale and
Purchase Transaction (“Deed of Share Sale and Purchase”); and
3. Deed of Contribution into the Limited Liability Company PT Nusantara Fiber Teknologi No. 101
dated 30 June 2026, made before Buchari Hanafi, S.H., Notary in the Administrative City of
South Jakarta in respect of the Inbreng Transaction between the Company, Lintasarta and the
Buyer (the “Inbreng Deed”); and
After the completion of the Divestment Transaction, the Company will still hold 1 (one) share in the
Subsidiary, while the Buyer will become the shareholder holding 13,791,051 (thirteen million seven
hundred ninety one thousand fifty one) shares in the Subsidiary. Accordingly, the Company has an
effective ownership, both directly and indirectly, of 49.68% in the Subsidiary. Complete information
regarding the Subsidiary can be found in the section “Brief Description of the Transacting Parties” in
this Disclosure of Information.
For information, the Share Sale and Purchase Transaction does not constitutes a transaction
conducted between affiliated parties, as the parties to each of the Deed of Acquisition and the Deeds
of Share Sale and Purchaseare not affiliated parties. However, the Inbreng Transaction constitutes an
Affiliated Transaction, as the Company and Lintasarta, being a controlled company of the Company,
are parties to the Inbreng Deed. In addition, the completion of the Share Sale and Purchase
Transaction and the Inbreng Transaction, whereby Lintasarta as a subsidiary of the Company jointly
divests shares to the Buyer and participates in the series of transactions under the Share Sale and
Purchase Transaction and the Inbreng Transaction, constitutes an affiliated activity. Therefore the
Inbreng Transaction in particular, and the completion of the Share Sale and Purchase Transaction and
the Inbreng Transaction in general, constitute affiliated transactions as referred to in OJK Regulation
No. 42/2020.
Furthermore, considering that the Shareholders Agreement governing the Company, Lintasarta, the
Buyer and PT Ainfrastruktur Indonesia Raya in their capacities as shareholders of the Buyer has also
become effective since the Buyer first became a shareholder of the Subsidiary, namely on the date of
the implementation of the Share Sale and Purchase Transaction, where the Company and Lintasarta
are parties to such Shareholders Agreement, the entry of the Company and Lintasarta into the
Shareholders Agreement, which forms part of the series of transactions under the Share Sale and
Purchase Transaction and the Inbreng Transaction, and therefore, the Divestment Transaction
constitutes an affiliated transaction pursuant to OJK Regulation No. 42/2020. However, pursuant to
Article 33 of OJK Regulation No. 17/2020, in the event that a material transaction constitutes an
affiliated transaction as referred to in OJK Regulation No. 42/2020, the Company as a public company
is only required to comply with the provisions as regulated under OJK Regulation No. 17/2020.
SUMMARY OF THE PARTIES INVOLVED IN THE TRANSACTION
A. THE COMPANY
1. Brief History
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The Company is a limited liability company established based on Deed of
Establishment No. 55 dated 10 November 1967, made before Mohamad Said
Tadjoedin, S.H., Notary in Jakarta, announced in State Gazette No. 26 dated 29 March
1968, Supplement to the State Gazette No. 24.
The Company is located in Central Jakarta with the address at Jl. Medan Merdeka
Barat No. 21, Gambir, Jakarta 10110. The Company's shares are listed on the IDX
under the stock code “ISAT”.
The Articles of Association of the Company have undergone several amendments,
with the latest amendment based on the Deed of Statement of Resolution of the
Annual General Meeting of Shareholders of PT Indosat Tbk No. 70 dated 28 May 2025,
made before Buchari Hanafi, S.H., Notary in the South Jakarta, which has been
approved by the Minister of Law of the Republic of Indonesia (formerly the Minister
of Law and Human Rights of the Republic of Indonesia, hereinafter referred to as
“Minister of Law”) based on Decree No. AHU-0035893.AH.01.02.TAHUN 2025 dated
3 June 2025, and has been registered in the Company Registry at the Ministry of Law
of the Republic of Indonesia (hereinafter referred to as "Ministry of Law") No. AHU-
0121284.AH.01.11.TAHUN 2025 dated 3 June 2025.
2. Capital Structure and Share Ownership
The capital structure, composition of shareholders, and share ownership of the
Company based on the Deed of Resolution of the Extraordinary General Meeting of
Shareholders of PT Indosat Tbk No. 47 dated 24 September 2024, made before
Buchari Hanafi, S.H., Notary in the Administrative City of South Jakarta, for which the
receipt of notification of amendments to its articles of association has been issued by
the Minister of Law based on Letter No. AHU-AH.01.03-0194869 dated 25 September
2024 and has been registered in the Company Register at the Ministry of Law under
No. AHU-0203600.AH.01.11.TAHUN 2024 dated 25 September 2024, and the
Company’s Register of Shareholders as of 31 May 2026 issued by PT EDI Indonesia, as
the Company’s Share Registrar, are as follows:
The Nominal Value of Series A Shares is IDR100 per
Share, and the Nominal Value of Series B Shares is
Remarks IDR25 per Share
Total Nominal Value Percentage
Number of Shares
(IDR) (%)
Authorized Capital
Series A Shares 1 100
Series B Shares 79,999,999,996 1,999,999,999,900
Issued and Paid-up Capital
Series A Shares
Republic of Indonesia 1 100 -
Series B Shares
1. Ooredoo Hutchison Asia Pte.
21,170,843,008 529,271,075,200 65.644
Ltd.
2. PT Perusahaan Pengelola Aset 3,106,499,996 77,662,499,900 9.632
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The Nominal Value of Series A Shares is IDR100 per
Share, and the Nominal Value of Series B Shares is
Remarks IDR25 per Share
Total Nominal Value Percentage
Number of Shares
(IDR) (%)
3. PT Tiga Telekomunikasi
2,687,020,352 67,175,508,800 8.332
Indonesia
4. Public (shareholdings of less
5,286,447,600 132,161,190,000 16.392
than 5%)
Total Issued and Paid-up Capital 32,250,810,957 806,270,274,000 100
3. Business Activities
Pursuant to Article 3 paragraph 1 of the Company’s Articles of Association, the
purposes and objectives of the Company are to conduct business activities in the
Information Technology and Communication, Wholesale Trade, Manpower Activities,
and Other Financial Service Activities sector.
Furthermore, Article 3 paragraph 2 of Articles of Association of the Company states
that in order to achieve the purposes and objectives mentioned above, the Company
may perform the following business activities:
(a) to perform and carry out activities in the Information and Communication
sector, including but not limited to:
(i) to perform and carry out activities in the telecommunication network
sector:
- Telecommunication Activities with Cables (KBLI 61100), which
includes conducting operation, maintenance, or providing access to
facilities for the transmission of voice, data, text, sound, and video
using telecommunication cable infrastructure, such as operation and
maintenance of switching and transmission facilities to provide point-
to-point communication through landlines, microwave, or data and
satellite channel connections, operation of cable distribution systems
(i.e., for the distribution of data and television signals) and telegraph
and other non-vocal communication equipment using own facilities,
including purchasing access and capacity networks from network
owners and operators and providing telecommunication services
using this capacity for businesses and households, and providing
internet access through infrastructure operators with cables,
including activities of data communication connections whose
transmission is carried out in packets, through a central or through
other networks, such as the Public Switched Telephone Network
(PSTN), and also activities of organizing terrestrial networks that
serve certain mobile customers, including trunking radio services and
public paging radio services;
- Telecommunication Activities without Cables (KBLI 61200), which
includes conducting network operation activities that serve mobile
telecommunications with cellular technology on the earth's surface,
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including operation, maintenance, or provision of access to facilities
for transmitting voice, data, text, sound, and video using wireless
communication infrastructure, as well as maintenance and operation
of paging numbers, similar to cellular telecommunication networks
and other wireless telecommunications, including transmission
providing omni-directional transmission through airwaves which can
be based on a single technology or a combination of several
technologies, and purchasing access and network capacity from
network owners and operators as well as providing wireless network
services (except satellite) for business and household activities and
providing internet access through wireless network infrastructure
operators;
- Satellite Telecommunication Activities (KBLI 61300), which includes
activities of operating networks that provide mobile
telecommunication services via satellite ground stations, gateway
centers and connecting networks, including operation, maintenance,
or provision of access to facilities for transmitting voice, data, text,
and video using satellite telecommunication infrastructure, delivery
of audiovisual content or text programs received from cable
networks, local television stations, or radio networks to consumers
via satellite systems directly connected to homes (units classified
here generally do not originate from programming material),
including activities of providing internet access through satellite
infrastructure operators;
(ii) to perform and carry out activities in the special telecommunication
sector:
- Special Telecommunication Activities for Defense and Security
Purposes (KBLI 61993), namely telecommunication services
specifically used for national defense and security purposes;
(iii) to carry out activities in the telecommunication services sector:
- Data Communication System Services (KBLI 61922), which includes
providing communication system services, such as VSAT (Very Small
Aperture Terminal) services;
- Internet Telephony Services for Public Use (ITKP) (KBLI 61913), which
includes service businesses for transmitting calls via Internet Protocol
(IP) networks. This activity provides commercial internet telephony
connected to the telecommunications network;
- Internet Interconnection Services (NAP) (KBLI 61924), which includes
activities of providing access and/or routing for internet access
service providers. In providing access for internet access service
providers, internet interconnection service providers may provide
networks for internet transmission. Internet interconnection service
providers are required to interconnect with each other.
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Interconnection service providers manage traffic for internet access
service provision;
- Internet Service Provider (KBLI 61921), which includes business
services providing service to its customers to access the internet, or
can be called a gateway to the internet;
- Other Multimedia Services (KBLI 61929);
- Premium SMS Content Services (KBLI 61912), which includes
providing content through mobile networks with the cost charged via
deduction from prepaid deposits or postpaid mobile network
customer bills. The content provided includes all forms of information
that can be in the form of text, images, sound, animation, or a
combination of all of them in digital form, including downloadable
application software and premium SMS.
(iv) to carry out activities in the telecommunication services resale
services sector:
- Resale Services of Telecommunication Services (KBLI 61994), namely
the provision of resale services of telecommunication services, such
as telephone kiosks (wartel) that provide telephone, facsimile, telex,
and telegraph services, resale of internet access services such as
Internet Cafés and resale of other telecommunication services;
(v) to carry out activities in the information technology and
communication sector:
- Software Publishing (KBLI 58200), which includes conducting trade,
publishing, and development of ready-to-use software, not based on
orders, including operating systems, business applications, and
others;
- Other Computer Programming Activities (KBLI 62019), which includes
conducting consultations related to the analysis, design, and
programming of ready-to-use systems, analyzing computer users'
needs and problems, problem-solving, and creating software related
to solving those problems, as well as conducting writing,
modification, testing, and providing software support, designing the
structure and content, and/or writing the computer code required to
create and implement software, systems (including updates and
repairs), application software (including updates and repairs),
databases, and websites, modifying and configuring existing
applications;
- Information Security Consulting Activities (KBLI 62021), which
includes organizing activities of consulting services for planning and
supervising information security, inspection or assurance of
information security, development and implementation of
information security;
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- Computer Consulting Activities and Other Computer Facilities
Management (KBLI 62029), which includes providing hardware and
software components of systems as part of integrated services, the
provision of management and operation of computer systems and/or
data processing facilities;
- Information Technology Activities and Other Computer Services (KBLI
62090), which includes conducting computer damage recovery
activities, personal computer installation, software installation,
incident management, and digital forensics;
- Data Processing Activities (KBLI 63111), which includes conducting
data processing and tabulation activities of mainframe facility
allocation and providing data entry and big data management
activities;
- Hosting Activities and Related Services (KBLI 63112), which includes
service activities related to the provision of hosting infrastructure,
data processing services, and activities related to that, as well as
specialties of hosting, such as web hosting, streaming services, and
application hosting;
- Web Portals and/or Digital Platforms for Commercial Purposes (KBLI
63122), which includes the operation of web portals and/or digital
platforms for commercial purposes, maintaining databases,
operation of web portals that use search engines, operation of web
portals as portals to the internet, operation of web portals and/or
digital platforms as facilities for electronic transactions;
- Artificial Intelligence-Based Programming Activities (KBLI 62015),
which includes consulting service activities followed by analysis and
programming that utilize artificial intelligence (AI) technology,
including AI subsets such as machine learning, natural language
processing, expert systems, and other AI subsets; and
- Internet of Things (IoT) Consultation and Design Activities (KBLI
62024), which includes consultation services, design, and creation of
integrated system solutions based on orders (not ready-made) by
modifying existing hardware, such as sensors, microcontrollers, and
other hardware. The modifications are carried out on IoT hardware
and/or software embedded within it;
(b) to carry out activities in the Wholesale Trade sector, including but not limited to:
(i) Wholesale Trade of Computers and Computer Accessories (KBLI 46511),
which includes businesses engaged in the wholesale trade of computers and
computer accessories;
(ii) Wholesale Trade of Software (KBLI 46512); and
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(iii) Wholesale Trade of Telecommunication Equipment (KBLI 46523), which
includes conducting wholesale trade of telecommunication equipment,
including telephone and communication accessories, and end-user devices;
(c) to carry out activities in the Manpower Activities, and other supporting business,
including but not limited to:
(i) Customer Center Activities (Call Center) (KBLI 82200), which provide call
center business services such as inbound call centers (incoming calls),
answering calls from customers by human operators, automatic call
distribution, telephone and computer integration, interactive voice response
systems or similar methods to receive requests, provide information products
related to customer assistance requests, or channel complaints from
customers; outbound call center (outgoing calls), using similar methods to sell
or market goods or services to potential customers, conduct market research
or public opinion surveys, and similar activities to customers;
(d) carry out businesses in the field of Other Financial Services Activities Except Insurance
and Pension Funds (KBLI 64999), namely conducting activities in the financial sector
other than providing financing facilities, guarantees and/or insurance, including but
not limited to disbursing funds that are not loans, providing payment transaction
services, money/fund transfer services, electronic money issuance, organizing
payment system services, and supporting payment transaction services through
telecommunications and information networks as well as convergence technology;
(e) conducting business in the field of Payment System Support Providers (KBLI 66413),
which is to carry out activities related to organizing activities that support the
implementation of Payment Service Providers (PSP) and/or Payment System
Infrastructure Providers (PIP) in processing payment transactions. Examples include
card printing, payment personalization, provision of data centers and/or disaster
recovery centers, provision of terminals, provision of security features for payment
instruments and/or payment transactions, provision of technology supporting
contactless transactions, provision of routing of data supporting payment transaction
processing; and
(f) to carry out activities in the Advertising and Market Research sector:
(i) Advertising (KBLI 73100), which include carrying out various advertising
services (either with own capabilities or subcontracted), including advisory
assistance services, creative services, production of advertising materials,
media planning, and media buying; and
(ii) Market Research (KBLI 73201), which includes conducting business on market
potential research, product acceptance in the market, consumer habits and
behavior, in relation to sales promotion and new product development.
To achieve the purposes and objectives mentioned above, as well as to support the main
business activities of the Company mentioned above, the Company may carry out the
following supporting business activities:
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(a) planning, organizing, engineering, constructing, providing, developing and operating,
leasing, renting, as well as maintaining facilities including resources to support the
Company’s business in managing telecommunication networks, telecommunication
services and information technology and/or convergence technology services
including but not limited to:
(i) Other Building Construction (KBLI 41019), which includes the construction,
maintenance, and/or reconstruction of buildings such as places of worship
(mosques, Catholic churches, Christian churches, temples, viharas, Chinese
temples), terminal/station buildings, rail maintenance halls, monumental
buildings, central/regional government buildings, airport buildings, aircraft
hangar buildings, PKPPK buildings (Firefighting at Airports), historic buildings,
prison buildings, meeting halls, warehouses, generator buildings, pump
houses, depots, power house buildings, electrical substations, signal
substations, towers, storage buildings including explosive storage, and
others. This also includes other building modifications and renovations.
(ii) Electrical Civil Building Construction (KBLI 42204), which includes the
construction, maintenance, and/or reconstruction of electrical civil buildings
such as power plant civil buildings, transmission, distribution and electricity
utilization installations, local and long-distance power pipelines, including the
construction of substations and the installation of electricity poles and
towers.
(iii) Civil Telecommunications Building Construction for Transportation
Infrastructure (KBLI 42205), which includes the construction, maintenance,
and/or reconstruction of buildings for telecommunications facilities for
maritime navigation aids, air navigation telecommunications buildings,
railway signal and telecommunications buildings, including
tower/pole/pipe/antenna buildings and similar buildings.
(iv) Office Building Construction (KBLI 41012), which includes the construction,
maintenance, and/or reconstruction of buildings used for office buildings,
such as offices and office houses.
(v) Industrial Building Construction (KBLI 41013), which includes the
construction, maintenance, and/or reconstruction of buildings used for
industry.
(vi) Construction of Shopping Buildings (KBLI 41014), which includes the
construction, maintenance, and/or reconstruction of buildings used for
shopping.
(vii) Electrical Installation (KBLI 43211), which includes the construction,
installation, maintenance, and reconstruction of electrical installations at
power plants, transmission, substations, electricity distribution, power supply
systems, and electrical installations in building structures for both residential
and non-residential purposes, such as the installation of low voltage electrical
network installations. Includes activities of installing and maintaining
electrical installations in civil structures, such as highways, railways, and
airfields.
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(viii) Telecommunications Installation (KBLI 43212), which includes the installation
of telecommunications systems in building structures for both residential and
non-residential purposes, such as antenna installation. It includes the
activities of installing, maintaining, and repairing telecommunications
installations at telephone/telegraph exchanges, microwave radar transmitter
stations, small earth stations/satellite stations, and similar facilities. It also
includes the activities of installing telecommunications transmission and
networks and telecommunications installations in building structures and civil
buildings.
(ix) Electronics Installation (KBLI 43213), namely the installation of electronics in
building constructions for both residential and non-residential purposes, as
well as airport electronics and information technology (including
telecommunications and information technology systems), such as the
installation of alarm systems, closed-circuit TV and sound systems, and
commercial management systems (pre-paid electricity voucher). Also
included are the installation of access control, scoring boards, timing systems,
perimeter pixel displays, master clocks, and other electronic facilities.
(x) Railway Signal and Telecommunication Installation (KBLI 43215), which
includes the installation, maintenance, and repair of railway signal and
telecommunication installations.
(xi) Telecommunications Central Construction (KBLI 42206), which includes the
construction, maintenance, and repair of telecommunications central
building structures along with their equipment, such as telephone central
buildings, telegraph buildings, transmitter towers, microwave radar receivers,
small earth stations, and satellite stations. Includes local and long-distance
communication pipe networks, transmission networks, and
telecommunication/telephone cable distribution networks above ground,
underground, and underwater.
(xii) Air Conditioning and Ventilation Installation (KBLI 43224), which includes the
installation and maintenance of ventilation, refrigerators, and air
conditioners (AC) for building structures, both residential and non-residential,
including piping, ducting, and sheet metal work.
(xiii) Rental and Leasing Activities without Option Rights for Digital Technology
Equipment (KBLI 77322), which includes to the rental and leasing without
option rights (operational leasing) of machines, equipment, and digital
technology necessity items, including render farm rental, motion capture
rental, 3D scanner rental, and other supporting needs.
(xiv) Rental and Leasing Activities Without Option Rights for Office Machines and
Equipment (KBLI 77394), which includes activities of renting and leasing
without option rights (operational leasing) of all types of office machines and
equipment without an operator, such as typewriters, accounting machines,
calculating machines and equipment (cash registers, electronic calculators,
etc.), data processing machines, photocopiers, office furniture, and the like.
Includes computer rental and its accessories without an operator.
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(b) carry out business and operational activities (which also include the development,
marketing and sale of telecommunications networks, telecommunications services as
well as information technology and/or convergence technology services organized by
the Company), including research, customer service, the implementation of education
and training both domestically and abroad; and
(c) organizing other activities necessary to support and/or related to the operation of
telecommunications networks, telecommunications services as well as information
technology and/or convergence technology services, including but not limited to
electronic transactions and the provision of hardware, software, content, and
telecommunications management services.
4. Management and Supervision
Based on the Deed of Statement of Resolution of the Annual General Meeting of
Shareholders of PT Indosat Tbk No. 04 dated 4 June 2026, made before Buchari
Hanafi, S.H., Notary in the Administrative City of South Jakarta, which deed has
obtained the Receipt of Notification of Changes to Company Data from the Minister
of Law based on Letter No. AHU-AH.01.09-0329967 dated 5 June 2026 and has been
registered in the Company Register at the Ministry of Law under No. AHU-
0130958.AH.01.11.TAHUN 2026 dated 5 June 2026, the latest composition of the
Board of Commissioners and the Board of Directors as stated in the deed is as follows:
Board of Commissioners
President Commissioner : Nezar Patria
Vice President Commissioner : Aziz Ahmad M.Aluthman Fakhroo
Vice President Commissioner : Fok Kin Ning, Canning
Commissioner : Ahmad Abdulaziz A A Al Neama
Commissioner : Cheung Kwan Hoi
Commissioner : Woo Chiu Man, Cliff
Commissioner : Sugito Walujo
Commissioner : Rene Heinz Werner
Commissioner : Efthymios Tsokanis
Commissioner : Seppalga Ahmad
Independent Commissioner : Elisa Lumbantoruan
Independent Commissioner : Wijayanto
Independent Commissioner : Sidharta Prawira Oetama
Independent Commissioner : Rudiantara
Independent Commissioner : Ajay Bahri
Board of Directors
President Director : Vikram Sinha
Director : Lee Chi Hung
Director : Muhammad Buldansyah
Director : Irsyad Sahroni
Director : Honesti Basyir
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Director : Cheung Kwok Tung
Director : Syed Bilal Kazmi
Director : Apoorva Mehrotra
Director : Reski Damayanti
B. LINTASARTA
1. Brief History
Lintasarta is a limited liability company established under the laws of the Republic of
Indonesia, located in Jakarta, as stated in the Deed of Establishment of the Limited
Liability Company PT Aplikanusa Lintasarta No. 26 dated 4 April 1988, made before
Mohamad Rifat Tadjoedin, S.H., Notary in Jakarta, which has obtained approval from
the Minister of Law according to Decree No. C2-01.HT.01.01.TH’89 dated 3 January
1989.
The Articles of Association of Lintasarta have undergone several amendments, with
the latest amendment based on the Deed of Statement of Resolution of the
Shareholders of PT Aplikanusa Lintasarta No. 1 dated 2 January 2025, made before
Anisa Syamsiah Soraya, S.H., M.Kn., Notary in Central Jakarta, which has been
approved by Minister of Law based on Decree No. AHU-0002919.AH.01.02.TAHUN
2025 dated 18 January 2025 (“Lintasarta Deed No. 1/2025”).
2. Capital Structure and Share Ownership
Lintasarta’s latest Capital Structure and Composition of Shareholders is as stipulated
in Lintasarta Deed No. 1/2025, as follows:
Nominal Value IDR1,000,000 per Shares
Remarks Number of Total Nominal Value Percentage
Shares (IDR) (%)
Authorized Capital 200,000 200,000,000,000
Issued and Paid-up Capital
1. Company 90,333 90,333,000,000 72.365
2. Yayasan Kesejahteraan Karyawan 9,246 9,246,000,000 7.407
Bank Indonesia
3. Yayasan Perbanas 6,624 6,624,000,000 5.306
4. Dana Pensiun Bank Rakyat 6,466 6,466,000,000 5.180
Indonesia
5. Yayasan Kesejahteraan Pegawai 4,738 4,738,000,000 3.796
Bank Tabungan Negara
6. Dana Pensiun Bank 2,724 2,724,000,000 2.182
Pembangunan Daerah Khusus
Ibukota Jakarta
7. Koperasi PT Telekomunikasi 2,553 2,553,000,000 2.045
Indonesia Tbk
8. Koperasi Konsumen Karyawan PT 931 931,000,000 0.746
Aplikasinusa Lintasarta
9. Koperasi Pegawai PT Indosat Tbk 830 830,000,000 0.665
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Nominal Value IDR1,000,000 per Shares
Remarks Number of Total Nominal Value Percentage
Shares (IDR) (%)
10. Dana Pensiun Bank CIMB Niaga 385 385,000,000 0.308
Total Issued and Paid-up Capital 124,830 124,830,000,000 100
3. Business Activities
Pursuant to Article 3 paragraph 1 of Lintasarta’s Articles of Association, the purposes
and objectives of Lintasarta are to conduct business activities in the sector of: (i)
information and communication, (ii) construction, (iii) trade, (iv) professional,
scientific, and technical activities, (v) rental and leasing activities without option rights
and employment, and (vi) real estate.
Furthermore, Article 3 paragraph 2 of Lintasarta’s Articles of Association states that
in order to achieve the purposes and objectives mentioned above, Lintasarta may
perform the following business activities:
(a) to carry out business activities in the Information and Communication sector,
including:
(i) Business in the telecommunication network sector:
- Telecommunication Activities with Cables, which includes conducting
operation, maintenance, or providing access to facilities for the
transmission of voice, data, text, sound, and video using
telecommunication cable infrastructure, such as operation and
maintenance of switching and transmission facilities to provide point-
to-point communication through landlines, microwave, or data and
satellite channel connections, operation of cable distribution systems
(i.e., for the distribution of data and television signals) and telegraph
and other non-vocal communication equipment using own facilities.
Where the transmission facilities that carry out these activities can be
based on a single technology or a combination of various
technologies. Including purchasing access and capacity networks
from network owners and operators and providing
telecommunication services using this capacity for businesses and
households and providing internet access through infrastructure
operators with cables, network organization activities for fixed
telecommunications intended for the implementation of public
telecommunications and leased circuits, including activities of data
communication connections whose transmission is carried out in
packets, through a central or through other networks, such as the
Public Switched Telephone Network (PSTN), and also activities of
organizing terrestrial networks that serve certain mobile customers,
including trunking radio services and public paging radio services;
- Telecommunication Activities without Cables, which includes
conducting network operation activities that serve mobile
telecommunications with cellular technology on the earth's
surface.The activities include operation, maintenance, or provision of
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access to facilities for transmitting voice, data, text, sound, and video
using wireless communication infrastructure, as well as maintenance
and operation of paging numbers, similar to cellular
telecommunication networks and other wireless
telecommunications. The transmission facility providing
omnidirectional transmission through airwaves which can be based
on a single technology or a combination of several technologies,
including purchasing access and network capacity from network
owners and operators as well as providing wireless network services
(except satellite) for business and household activities and providing
internet access through wireless network infrastructure operators;
- Satellite Telecommunication Activities, which includes activities of
operating networks that provide mobile telecommunication services
via satellite ground stations, gateway centers and connecting
networks. Activities in this group including operation, maintenance,
or provision of access to facilities for transmitting voice, data, text,
and video using satellite telecommunication infrastructure, delivery
of audiovisual content or text programs received from cable
networks, local television stations or radio networks to consumers via
satellite systems directly connected to homes (units classified here
generally do not originate from programming material), including
activities of providing internet access through satellite infrastructure
operators.
(ii) Business in the telecommunication services sector:
- Other telephony value-added services, namely other activities of
telephony value-added services such as calling cards, and including
other telecommunications support services;
- Internet Service Provider,which includes business services providing
service to its customers to access the internet, or can be called a
gateway to the internet;
- Data communication system services, which include activities of data
communication system services that can be used for transmitting
voice, images, data, information, and packages. This service is
provided with guarantees of connectivity, quality, and security;
- Premium SMS Content Services, which includes providing content
through mobile networks with the cost charged via deduction from
prepaid deposits or postpaid mobile network customer bills. The
content provided includes all forms of information that can be in the
form of text, images, sound, animation, or a combination of all of
them in digital form, including downloadable application software
and premium SMS;
- Telephony services for public use (ITKP), which includes service
businesses for transmitting calls via Internet Protocol (IP) networks.
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This activity provides commercial internet telephony, connected to
the telecommunications network;
- Internet Interconnection Services (NAP), which includes activities of
providing access and/or routing for internet access service providers.
In providing access for internet access service providers, internet
interconnection service providers may provide networks for internet
transmission. Internet interconnection service providers are required
to interconnect with each other. Interconnection service providers
manage traffic for internet access service provision;
- Other Multimedia Services, which includes other multimedia
services.
(iii) Business in other information and communication sector:
- Activities of developing trade applications through the internet (e-
commerce), which includs activities of developing trade applications
through the internet (e-commerce). Activities include consultation,
analysis and application programming for trade activities through the
internet;
- Other computer programming activities, which includes
consultations related to the analysis, design, and programming of
other ready-to-use systems. These activities usually involve analyzing
the needs of computer users and their problems, problem-solving,
and creating software related to solving those problems. It also
includes writing simple programs according to the needs of computer
users. Designing the structure and content of, and/or writing the
computer code required to create and implement, such as system
software (upgrades and repairs), databases, and websites. It also
includes software customization, such as modifying and adjusting the
configuration of existing applications so that they function within the
client's information system environment;
- Information security consulting activities, which includes organizing
activities of consulting services for planning and supervising
information security, inspection or assurance of information security,
development and implementation of information security;
- Internet of Things (IoT) Consultation and Design Activities, which
includes consultation services, design, and creation of integrated
system solutions based on orders (not ready-made) by modifying
existing hardware, such as sensors, microcontrollers, and other
hardware. The modifications are carried out on IoT hardware and/or
software embedded within it;
- Computer Consulting Activities and Other Computer Facility
Management, which includes consulting services on the types and
configurations of computer hardware with or without associated
software applications. Planning and designing computer systems that
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integrate hardware, software, and computer communication
technology. Consultations typically involve analyzing the needs and
problems of computer users and providing the best solutions. Units
classified under this subcategory may provide hardware and software
system components as part of an integrated service or these
components may be provided by third parties or vendors. Units
classified under this subcategory generally install systems and train
as well as support system users. This includes providing management
and operation of client computer systems and/or data processing
facilities at the client’s location, as well as related supporting services;
- Information Technology Activities and Other Computer Services,
which includes including information technology activities and other
computer services related to activities not classified elsewhere, such
as computer damage recovery, personal computer setup installation,
and software installation. It also includes incident management and
digital forensics activities;
- Data processing activities, which include the processing and
tabulation of all types of data. These activities can cover the entire
stages of processing and report writing from customer-provided data,
or only part of the processing stages. This includes the allocation of
mainframe facilities to clients and the provision of data entry and big
data management activities;
- Hosting activation and related services, namely service provision
related to hosting infrastructure, data processing services and related
activities, as well as hosting specializations, such as web hosting,
streaming services, and application hosting. This includes cloud
computing storage;
- Web portal and/or digital platform for commercial purposes, which
includes the operation of a website for commercial purposes that
uses search engines to generate and maintain a large database of
addresses and internet content in a searchable format. The operation
of a website that acts as a portal to the internet, such as media sites
that provide regularly updated content, either directly or indirectly
for commercial purposes, the operation of digital platforms and/or
websites/portals that conduct electronic transactions in the form of
business activities facilitating and/or mediating the transfer of
ownership of goods and/or services and/or other services through
the internet and/or electronic devices and/or other electronic
systems conducted for commercial (profit) purposes, which includes
activities of one, part, or all of the electronic transactions, namely
ordering, payment, and delivery for these activities. Included in this
group are websites/portals and/or digital platforms that have a
commercial (profit) purpose, which are applications used to facilitate
and/or mediate electronic transaction services, such as merchant
aggregators (marketplaces), digital advertising, and on-demand
online services;
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- Software Publishing, which includes business activities in the
publication of ready-to-use software (not custom-made), such as
operating systems, business applications and others, and video
games for all operating system platforms;
- Resale of telecommunication services, which includes the business of
providing resale of telecommunication services, such as telephone
kiosks (wartel), which provide telephone, facsimile, telex, and
telegraph services, resale of internet access services such as internet
cafés or cyber cafés, and resale of other telecommunication services;
- Artificial Intelligence-Based Programming Activities, which includes
consultation followed by analysis and programming that utilizes
artificial intelligence (AI) technology, including subsets of AI such as
machine learning, natural language processing, expert systems, and
other AI subsets.
(b) to carry out business activities in the construction sector, including:
(i) Construction of industrial buildings, which includes the business of building,
maintaining, and/or rebuilding buildings used for industry, such as
industrial/factory buildings, workshop/building garages, factory buildings for
the management and processing of nuclear materials. This includes activities
of modification and renovation of industrial buildings.
(ii) Other Building Construction, which includes the business of constructing,
maintaining, and/or rebuilding buildings used for purposes other than those
in groups 41011 to 41018, such as places of worship (mosques, Catholic
churches, Christian churches, temples, viharas, Chinese temples),
terminal/station buildings, railway depots, monumental buildings, state and
central/regional government buildings, airport buildings, aircraft hangars,
PKPPK buildings (Firefighting at Airports), historical buildings, prison
buildings, meeting halls, warehouses, generator buildings, pump houses,
depots, power house buildings, electrical substation buildings, signal
substation buildings, towers, storage buildings including explosive storage
and others. It also includes activities related to modifications and renovations
of other buildings.
(iii) Telecommunications Center Construction, which includes activities of
building, maintaining, and repairing the construction of telecommunications
center buildings along with their equipment, such as telephone and telegraph
central buildings, transmitter tower buildings, microwave radar receiver
buildings, small earth station buildings, and satellite stations. This also
includes local and long-distance communication pipe networks, transmission
networks, and telecommunications/telephone cable distribution networks
above ground, underground, and underwater.
(iv) Telecommunications Installation, which includes the installation of
telecommunications systems in buildings, both residential and non-
residential, such as antenna installation. It covers the activities of installing,
maintaining, and repairing telecommunications installations at
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telephone/telegraph exchanges, microwave transmitter stations, small earth
stations/satellite stations, and the like. It also includes the installation of
transmission and telecommunications networks, as well as
telecommunications installations in building structures and civil buildings.
(v) Electrical Installation, which includes activities of construction, installation,
maintenance, reconstruction of electrical installations at power plants,
transmission, substations, electricity distribution, power supply systems, and
electrical installations in building structures for both residential and non-
residential purposes, such as the installation of low-voltage electrical network
installations. This includes activities of installation and maintenance of
electrical installations in civil buildings, such as highways, railways, and
airfields.
(vi) Electronic Installation, which includes activities related to the installation of
electronic systems in buildings, both residential and non-residential, as well
as airport electronics and information technology (including
telecommunications and information technology systems), such as the
installation of alarm systems, closed-circuit TV and sound systems, and
commercial management systems (pre-paid electricity vouchers). It also
includes the installation of access control, scoring boards, timing systems,
perimeter pixel displays, master clocks, and other electronic facilities.
(vii) Installation services for maritime, river, and air navigation construction,
which includes activities for the installation and maintenance of constructions
and equipment related to maritime, river, and air navigation aids,
telecommunications – shipping/aviation, hydrography and meteorology,
shipping lanes, piloting, for the purpose of navigation and aviation safety.
(c) to carry out business activities in the Trade sector, including:
(i) Wholesale Trade of Computers and Computer Equipment, which includes the
business of wholesale trade of computers and computer equipment;
(ii) Wholesale Trade of Software, which includes wholesale trade of software;
(iii) Wholesale Trade of Electronic Spare Parts, which includes the business of
wholesale trade of valves and electronic tubes, semiconductor equipment,
microchips and ICs, and PCBs;
(iv) Wholesale trade of telecommunications equipment, which includes the
business of wholesale trade of telecommunications equipment, such as
telephone and communication equipment, including radio and television
broadcasting equipment.
(d) to carry out business activities in the professional, scientific, and technical activities
sector, including:
(i) Other management consulting activities, which include provisions of advisory
assistance, guidance, and business operations as well as other organizational
and management issues, such as strategic and organizational planning;
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decisions related to finance; marketing goals and policies; human resources
planning, practices, and policies; production scheduling planning and control.
The provision of these business services may include advisory assistance,
guidance, and operations in various management functions, management
consulting by agronomists and agricultural economists in the field of
agriculture and similar areas, design of accounting methods and procedures,
cost accounting programs, budget control procedures, provision of advice
and assistance for business and public services in planning, organizing,
efficiency and supervision, management information, and others. This
includes investment study services for infrastructure;
(ii) Advertising, which includes advertising service businesses (either with their
own capabilities or subcontracted), covering advisory, creative, production of
advertising materials, media planning and buying services. Activities included
are the creation and placement of advertisements in newspapers, magazines,
and tabloids, radio, television, internet, and other media; creation and
placement of field advertisements, such as billboards, panels, types of posters
and images, flyers, pamphlets, circulars, brochures and frames, window
advertisements, exhibition space design, car and bus advertisements, and
others; media depiction, which is the sale of space and time for various types
of advertising media requests; aerial advertising, distribution or delivery of
advertising materials or samples; providing advertising space on billboards or
other signage; creation of booths and other exhibition structures and spaces;
and leading marketing campaigns and other advertising services aimed at
attracting and retaining costumers such as product promotions, point of sale
marketing, direct mail advertising, marketing consulting.
(e) to carry out business activities in the rental and leasing activities without option rights
and employment sector, including:
(i) Selection and placement of domestic workers activities, which includes the
registration, selection and placement of domestic workers in various business
sectors and/or service activities carried out through inter-employment
exchanges, local employment and inter-regional employment mechanisms by
Private Employment Placement Agencies (LPTKS), and recruitment and
placement companies for seafarers domestically based on marine
employment agreements and/or collective bargaining agreements, including
the provision of executive personnel to other parties;
(ii) Provision of Human Resources and Human Resource Management Functions,
which includes human resource activities and human resource management
services for employers. These activities are specifically intended to organize
human resources and personnel management tasks. These activities provide
workers' histories in matters related to wages, taxes, and financial issues, and
other resources including the provision of worker or labor services;
(iii) Customer Center Activities, which provide call center business services such
as inbound call centers (incoming calls), answering calls from customers by
human operators, automatic call distribution, telephone and computer
integration, interactive voice response systems or similar methods to receive
requests, provide information products related to customer assistance
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requests, or channel complaints from customers; outbound call center
(outgoing calls), using similar methods to sell or market goods or services to
potential customers, conduct market research or public opinion surveys, and
similar activities to customers;
(iv) Rental and leasing activities without an option to purchase of office machines
and equipment, which includes rental and leasing activities without an option
to purchase (operational leasing) of all types of office machines and
equipment without operators, such as typewriters, accounting machines,
calculating machines and equipment (cash registers, electronic calculators,
and others), data processing machines, photocopiers, office furniture, and
the like. Includes rental of computers and their accessories without
operators;
(v) Private Information and Communication Technology Job Training, which
includes job training activities aimed at increasing skills/expertise in the fields
of networking, technical support, computer engineering, programming,
multimedia, database, system analyst, graphic design, office tools, animation,
artificial intelligence, IT governance, public relations, public speaking, and
others organized by the private sector;
(vi) Private Information and Communication Technology Job Training, which
includes job training activities aimed at increasing skills/expertise in the fields
of networking, technical support, computer engineering, programming,
multimedia, database, system analysis, graphic design, office tools,
animation, artificial intelligence, IT governance, public relations, public
speaking, and others organized by companies.
(f) to carry out business activities in the real estate sector, including:
(i) Self-owned or leased real estate which includes the business of buying,
selling, leasing, and operating real estate whether owned or leased, such as
apartment buildings, residential and non-residential buildings (such as
storage facilities or warehouses, malls, shopping centers, and others), as well
as providing houses and flats or apartments with or without furniture for
permanent use, either monthly or annually. It includes activities such as
selling land, developing buildings to be self-operated (for renting out spaces
in the building), subdividing real estate into plots without land development,
and operating residential areas for movable houses.
4. Management and Supervision
Based on the Deed of Statement of Meeting Resolution No. 11 dated 23 April 2026,
made before Aryanti Artisari, S.H., M.Kn, Notary in Jakarta, which deed has obtained
the Receipt of Notification of Changes to Company Data from the Minister of Law
based on Letter No. AHU-AH.01.09-0303806 dated 20 May 2026 and has been
registered in the Company Register at the Ministry of Law under No. AHU-
0119812.AH.01.11.TAHUN 2026 dated 20 May 2026, the latest composition of the
Board of Directors and the Board of Commissioners as stated in the deed is as follows:
Board of Commissioner
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President Commissioner : Dody Budi Waluyo
Commissioner : Aviliani
Commissioner : Vikram Sinha
Commissioner : Irsyad Sahroni
Commissioner : Yeni Sugiharto
Commissioner : Lee Chi Hung
Commissioner : Muhammad Buldansyah
Board of Directors
President Director : Armand Hermawan
Director : Hendra Lesmana
Director : Ginandjar
Director : Zulfi Hadi
Director : Hariyadi
C. SUBSIDIARY
1. Brief History
The Subsidiary is a limited liability company established under the laws of the Republic
of Indonesia, domiciled in Jakarta, as stated in the Deed of Establishment of the
Limited Liability Company PT Infra Fiber Teknologi No. 81 dated 22 December 2025,
made before Buchari Hanafi, S.H., Notary in South Jakarta, which has obtained
approval from the Minister of Law in accordance with Decree No. AHU-
0110608.AH.01.01.TAHUN 2025 dated 23 December 2025, and has been registered in
the Company Registry No. AHU-0290388.AH.01.11.TAHUN 2025 dated 23 December
2025 (“Deed of Establishment of the Subsidiary”).
The articles of association of the Subsidiary have been amended based on the Deed
of Statement of Circular Resolution in Lieu of an Extraordinary General Meeting of
Shareholders of PT Infra Fiber Teknologi No. 14 dated 7 May 2026, made before
Buchari Hanafi, S.H., Notary in South Jakarta, which has been approved by the
Minister of Law based on Decree No. AHU-0030112.AH.01.02.TAHUN 2026 dated 7
May 2026 and has been notified to the Minister of Law as evidenced by the Receipt
of Notification of Amendment to the Articles of Association No. AHU-AH.01.03-
0132835 dated 7 May 2026, both of which have been registered in the Company
Register under No. AHU-0100222.AH.01.11.TAHUN 2026 dated 7 May 2026
(“Subsidiary Deed No. 14/2026”). Pursuant to the Subsidiary Deed No. 14/2026, the
shareholders of the Subsidiary approved an increase in the authorized capital, issued
capital, and paid-up capital of the Subsidiary.
2. Capital Structure and Shareholder Composition
The latest Capital Structure and Composition of Shareholders of the Subsidiary are as
set forth in Deed of Circular Resolution of the Shareholders in Lieu of an Extraordinary
General Meeting of Shareholders of PT Infra Fiber Teknologi pursuant to the Cover
Note of Notary Buchari Hanafi, S.H., No. 01/PTIFT/BCH/VI/26 dated June 30th 2026,
Page 23
still on notarization and in the process to the Ministry of Law (“Subsidiary CR Deed”),
namely as follows:
Nominal Value IDR1,000,000 per Shares
Remarks Number of Total Nominal Value Percentage
Shares (Rp) (%)
Authorized Capital 13,791,052 13,791,052,000,000
Issued and Paid-up Capital
1. Company 1 1,000,000 0
2. Buyer 13,791,051 13,791,052,000,000 100
Total Issued and Paid-up Capital 13,791,052 13,791,052,000,000 100
3. Business Activities
Pursuant to Article 3 paragraph 1 of the Deed of Establishment of the Subsidiary, the
purpose and objective of the Subsidiary is to conduct business activities in the sector
of Telecommunication Activities with Cables (Indonesia Standard Classification of
Business Fields 61100).
Furthermore, Article 3 paragraph 2 of the Deed of Establishment of the Subsidiary
states that to achieve the purposes and objectives mentioned above, the Subsidiary
may perform the following business activities:
This group covers activities relating to the operation, maintenance, or provision of
access to facilities for the transmission of voice, data, text, sound, and video using
telecommunications cable infrastructure, including the operation and maintenance
of switching and transmission facilities to provide point-to-point communications via
terrestrial lines, microwave, data links and satellite connections, the operation of
cable distribution systems (i.e., for the distribution of data and television signals); and
telegraph facilities and other non-vocal communication equipment using proprietary
facilities. The transmission facilities conducting these activities may be based on a
single technology or a combination of various technologies. This includes the
purchase of access to and network capacity from network owners and operators and
the provision of telecommunications services utilizing such capacity for business and
residential customers, as well as the provision of internet access through cable-based
infrastructure operators. This group also includes activities relating to the operation
of fixed telecommunications networks intended to enable the provision of public
telecommunications services and leased circuits. It further includes data
communication connection activities in which transmission is carried out on a
packet-switched basis, via a switching center or through other networks, such as the
Public Switched Telephone Network (PSTN). Also included are terrestrial network
operation activities serving certain mobile customers, including radio trunking
services and public paging radio services.
4. Management and Supervision
Based on the Deed of Circular Resolution of the Shareholders in Lieu of an
Extraordinary General Meeting of Shareholders No. 99 dated 30 June 2026 made
before Hanafi Buchari, S.H., notary in South Jakarta pursuant to the Cover Note of
Notary Buchari Hanafi, S.H., No. 01/PTIFT/BCH/VI/26 dated 30 June 2026, still in the
Page 24
process to the Ministry of Law, the latest composition of the Board of Directors and
the Board of Commissioners as stated in the deed is as follows:
Board of Commissioners
President Commissioner : Rinaldi Firmansyah
Commissioner : Vikram Sinha
Commissioner : Lee Chi Hung
Commissioner : Aryo P. S. Djojohadikusumo
Board of Directors
President Director : Hendri Mulya Syam
Director of Finance : Hendra Purnama
Director of Technology : Ir. Raden Rudi Wismanto
Director : Bambang Sjamsuridzal Atmadja
5. Financial Information
PT Infra Fiber Teknologi
Interim Statements of Financial Position
(Expressed in millions of Rupiah)
2026 2025
ASSETS
Current assets 52,241 68,400
Non-current assets 5,101,188 -
Total Assets 5,153,429 68,400
LIABILITIES
Current liabilities 165 -
Total Liabilities 165 -
EQUITY
Total Equity 5,153,264 68,400
TOTAL LIABILITIES AND EQUITY 5,153,429 68,400
Interim Statement of Profit or Loss
(Expressed in millions of Rupiah, unless otherwise stated)
2026 2025
Revenue - -
Cost of revenue (2,470) -
Gross Loss (2,470) -
Depreciation and amortisation expense (258) -
Other expenses, net (16) -
Interest income 113 -
Finance cost (1) -
Loss before income tax (2,632) -
Income tax benefit 16 -
TOTAL COMPREHENSIVE LOSS FOR THE (2,616) -
PERIOD
D. BUYER
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1. Brief History
The Buyer is a limited liability company established under the laws of the Republic of
Indonesia and domiciled in Jakarta, as set out in the Deed of Establishment No. 35
dated 13 March 2026, made before Martina, S.H., Notary in Jakarta, which has
obtained approval from the Minister of Law in accordance with Decree No. AHU-
0023964.AH.01.01.TAHUN 2026 dated 30 March 2026 and has been registered in the
Company Register under No. AHU-0064777.AH.01.11.TAHUN 2026 dated 30 March
2026 (“Buyer Deed of Establishment”).
The articles of association of the Buyer have been amended based on Deed of
Statement of Shareholders' Resolution No. 81 dated 30 June 2026, made before
Martina, S.H., Notary in West Jakarta, pursuant to the Cover Note of Notary Martina,
S.H., which has been: (i) approved by MOL based on Decree of Amendment of Articles
of Association No. AHI-0044037.AH.01.02.TAHUN 2026 dated 30 June 2026, (ii)
notified to MOL as evidenced by the Receipt of Notification of Amendment to the
Articles of Association No. AHU-AH.01.03-0182761 dated 30 June 2026, and (iii)
notified to MOL as evidenced by the Receipt of Notification of Changes to Company
Data No. AHU-AH.01.09-0363329 dated 30 June 2026, all of which has been registered
in the Company Register at the Ministry of Law under No. AHU-
0144338.AH.01.11.TAHUN 2026 dated 30 June 2026 (“Buyer Deed No. 81/2026”).
Whereas pursuant to the Buyer Deed No. 81/2026 , the shareholders of the Buyer
approved to, among others, regarding the amendment to the Buyer's capital
structure, amendments to several provisions of the Buyer's articles of association, and
changes to the composition of the Buyer’s management.
2. Capital Structure and Shareholder Composition
The latest capital structure and composition of shareholders of the Buyer are as stated
in Buyer Deed No. 81/2026, namely as follows:
Nominal Value IDR1,000,000 per Shares
Remarks Number of Total Nominal Value Percentage
Shares (Rp) (%)
Authorized Capital 4,055,253 4,055,253,000,000
Issued and Paid-up Capital
1. Company 1,991,439 1,991,439,000,000 49.1
2. Lintasarta 32,132 32,132,000,000 0.8
3. PT Ainfrastruktur Indonesia 2,031,682 2,031,682,000,000 50.1
Raya
Total Issued and Paid-up Capital 4,055,253 4,055,253,000,000 100
3. Business Activities
The business activities of the Buyer are to conduct business in the fields of Wired
Telecommunications Activities (Indonesian Standard Industrial Classification 61100),
Parent Company Activities (Indonesian Standard Industrial Classification 64210), and
Other Business Management Consultancy Activities (Indonesian Standard Industrial
Classification 70209).
Page 26
4. Management and Supervision
Based on Buyer Deed No. 81/2026, the latest composition of the Board of Directors
and the Board of Commissioners as stated in the deed is as follows:
Board of Commissioners
President Commissioner : Rinaldi Firmansyah
Commissioner : Vikram Sinha
Commissioner : Lee Chi Hung
Commissioner : Aryo P. S. Djojohadikusumo
Board of Directors
Director : Hendri Mulya Syam
Director of Finance : Hendra Purnama
Director of Technology : Raden Rudi Wismanto
Director : Bambang Sjamsuridzal Atmadja
5. Financial Information
PT Nusantara Fiber Teknologi
Interim Statement of Financial Position
(in full Rupiah)
7 May 2026
ASSETS
Current assets 500,000,000
Non-current assets -
Total Assets 500,000,000
LIABILITIES
Total Liabilities -
EQUITY
Total Equity 500,000,000
TOTAL LIABILITIES AND EQUITY 500,000,000
Interim Statement of Profit or Loss
(in full Rupiah)
7 May 2026
Revenue -
Cost of sales -
Gross Profit -
Income tax expense -
TOTAL COMPREHENSIVE INCOME FOR THE -
PERIOD
EXPLANATION, CONSIDERATIONS AND REASONS FOR MATERIAL TRANSACTION AND IMPACT OF
THE TRANSACTION TO THE FINANCIAL CONDITION OF THE COMPANY
Page 27
A. BACKGROUND, REASON, AND BENEFIT OF CARRYING OUT THE TRANSACTION
After the Company and Lintasarta have carried out the capital increase transaction in the
Subsidiary through inbreng as well as the execution of operational agreements as previously
disclosed by the Company in the Disclosure of Information to the Company’s Shareholders
dated 11 May 2026, the implementation of the Divestment Transaction constitutes a
continuation of the series of transactions as set out in the Amendment and Restatement of
the Investment Agreement.
Through this Transaction, the Company and Lintasarta expect to achieve several benefits,
among others:
1. Creating long-term value for shareholders through strategic ownership in the Subsidiary,
which has sustainable growth prospects and is supported by an independent and open
infrastructure business model;
2. Enhancing the Company’s focus on the development of its core telecommunications and
digital business, while the management and development of infrastructure assets are
carried out through an entity that has a specific focus on infrastructure business;
3. Strengthening the management and development of infrastructure assets through
partnerships with strategic partners; and
4. Strengthening the Company’s financial position and increasing flexibility in capital
management, to support the development of its core business and future strategic growth
initiatives.
B. OBJECT OF THE TRANSACTION
The object of the transaction under the Divestment Transaction is:
1. shares owned by the Company and Lintasarta in the Subsidiary which have been sold to
the Buyer in the Share Sale and Purchase Transaction; and
2. shares of the Buyer which will be issued to the Company and Lintasarta in the Inbreng
Transaction.
C. NATURE OF THE MATERIAL TRANSACTION
The determination of the materiality of the Divestment Transaction is based on the Company’s
Interim Consolidated Unaudited Financial Statements of the Company for the period of 31
March 2026 which was reviewed by the Public Accountant Firm of Rintis, Jumadi, Rianto &
Partners pursuant to Report No. N20260428017/DC2/LBD/2026 dated 28 April 2026 with
together with the Unaudited Interim Financial Statements of the Subsidiary as of 31 March
2026, where considering that the Divestment Transaction constitutes a transaction for the
disposal of a company, therefore pursuant to Article 3 paragraph (2) of OJK Regulation No.
17/2020, the calculation of the material value of the Divestment Transaction is assessed based
on the following components:
Page 28
1. the value of the Divestment Transaction is 33,46% (thirty three point four six percent) of
the Company’s equity value;
2. the total assets of the Subsidiary are 0.1% (zero point one percent) of the total assets of
the Company; and
3. the operating revenue of the Subsidiary is 0% (zero percent) of the operating revenue of
the Subsidiary.
For information, as the Subsidiary has not yet generated any net profit, the materiality ratio
based on the comparison of the Subsidiary's net profit to the Company's net profit is not
applicable and, accordingly, has not been taken into account in determining the materiality
value of the Divestment Transaction.
With the fulfillment of the materiality threshold based on the comparison between the value
of the Divestment Transaction and the Company's equity as referred to in the above, the
Divestment Transaction constitutes a Material Transaction as referred to in OJK Regulation
No. 17/2020 as it has a value exceeding 20% but less than 50% of the materiality threshold as
stipulated in OJK Regulation No. 17/2020. Therefore, pursuant to Article 6 paragraph (1) of
OJK Regulation No. 17/2020, the Company as a public company is required to comply with the
following: (i) to engage an appraiser to determine the fair value of the object of the material
transaction and/or the fairness of such transaction; (ii) to announce the disclosure of
information to the public within 2 working days after the completion of the Divestment
Transaction; (iii) to submit the disclosure of information as referred to in point (ii) to the OJK
along with its supporting documents; and (iv) to report the results of the implementation of
the material transaction in the annual report.
D. NATURE OF THE AFFILIATED RELATIONSHIP OF THE PARTIES ENGAGED IN THE
TRANSACTION
This transaction falls under the criteria of an Affiliated Transaction based on OJK Regulation
No. 42/2020, where the arising Affiliated relationship is as follows:
The Company Other
Shareholders
72.36% 27.64%
Lintasarta
Affiliated Relationship between the Company and Lintasarta
1. 2 (two) companies in which there are 1 (one) or more members of the board of
directors or board of commissioners in common, namely Irsyad Sahroni, Vikram Sinha,
Lee Chi Hung and Muhammad Buldansyah; and
2. Lintasarta is a controlled company of the Company.
Page 29
Therefore, the involvement of Lintasarta in the completion of the Divestment Transaction as
a party jointly conducting the divestment of shares to the Buyer and participating in the series
of transactions within the Divestment Transaction, as well as the entry of the Company and
Lintasarta as parties to the Shareholders Agreement as part of the Divestment Transaction,
constitutes an Affiliated Transaction as referred to in OJK Regulation No. 42/2020. However,
pursuant to Article 33 of OJK Regulation No. 17/2020, in the event that a Material Transaction
constitutes an Affiliated Transaction as referred to in OJK Regulation No. 42/2020, the
Company as a public company is only required to comply with the provisions as regulated
under OJK Regulation No. 17/2020.
E. ANALYSIS REGARDING THE IMPACT OF TRANSACTIONS ON THE COMPANY'S FINANCIAL
CONDITION
BASIS OF PREPARATION OF PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
a. General
The pro forma consolidated financial information was compiled by the Company’s
management and authorized by the Company’s Board of Directors on 29 June 2026 to
illustrate the impact on the consolidated statement of financial position and consolidated
statement of profit or loss and other comprehensive income of the Company and its
subsidiaries (altogether referred to “Pro Forma Consolidated Financial Information”) as if
the planned divestment of subsidiary, leaseback of the Fiber Optics and other pro forma
events as disclosed in Note 1 had occurred as at 7 May 2026
Pro Forma Consolidated Financial Information is presented only to provide information
based on certain assumptions, estimates and information currently available, and is provided
for illustrative purposes only. Accordingly, the Pro Forma Consolidated Financial Information
does not indicate the financial position or performance to be reached if the transaction takes
place on that date and does not indicate future financial position or performance.
b. Historical financial information
Historical financial information presented in the Pro Forma Consolidated Financial
Information were extracted from the unaudited interim consolidated financial statements of
the Company and subsidiaries as at 7 May 2026 and for the period from 1 January to 7 May
2026 (“historical financial information”).
The interim consolidated financial statements of the Company and subsidiaries as at 7 May
2026 and for the period from 1 January to 7 May 2026 were prepared in accordance with
Indonesian Financial Accounting Standards and have been reviewed by KAP Rintis, Jumadi,
Rianto & Rekan (a member of the PricewaterhouseCoopers network of firms) in their reports
No. N20260624008/DC2/LBD/2026 dated 24 June 2026.
c. Pro forma adjustments
The pro forma adjustments represent management’s estimates based on the information
currently available which is considered relevant to illustrate the impact of divestment of
subsidiary (IFT) and leaseback of the Fiber Optics.
The Pro Forma Consolidated Financial Information only presents the pro forma consolidated
statement of financial position and pro forma consolidated statement of profit or loss and
other comprehensive income on the basis of the applicable criteria including pro forma
Page 30
adjustments which are considered necessary based on the significant assumptions explained
in Note 3 and in accordance with the accounting policies of the Company.
PRO FORMA ADJUSTMENTS
For the purpose of preparing this Pro Forma Consolidated Financial Information, when the
Company and subsidiaries (“Grup”) the Group divests IFT and leased back the Fiber Optics
from IFT, it is assumed that the Group loses control over IFT. As a result, the Group:
(i) derecognises the assets and liabilities of IFT from the Pro Forma Consolidated
Financial Information;
(ii) recognises the consideration received in the form of cash receipt and investment
in associates and joint ventures;
(iii) recognises the gain or loss from the transactions; and
(iv) recognises right-of-use assets from the leaseback transaction of the Fiber Optics
along with the lease liabilities.
a. Consideration received
The Group will divest 84.9% of its equity interest in IFT to NFT and in return, the Group will
receive cash consideration amounting to Rp11,707,828. Concurrently, the Group will divest
the remaining equity interest in IFT to NFT as in-kind shares contribution (with the exception
of one share retained by the Group) and in return, the Group will receive equity interest in
NFT. The Group will have 49.9% of equity interest in NFT which will be recorded as
investment in associates and joint ventures. For the purposes of preparing this Pro Forma
Consolidated Financial Information, the estimated value of this investment in associate and
joint venture is Rp2,133,819, which represent the relative fair value of IFT shares contributed
to NFT.
Hence, the total consideration received from the divestment of IFT to NFT is Rp13,841,647.
For the purposes of preparing this Pro Forma Consolidated Financial Information, the
amount is assumed to have been received on 7 May 2026
b. Gain from deconsolidation of IFT
Gain from deconsolidation of IFT consists of gain from sale, which represents difference
between consideration received and IFT’s assets and liabilities that are derecognised, and
has also considered the impact from the leaseback of Fiber Optics. The Group derecognizes
IFT’s assets and liabilities amounted to Rp2,571,627 based on historical net asset value, and
recognises gain from deconsolidation of IFT amounted to Rp1,645,152.
The gain recognised in profit or loss of Rp1,645,152 represents net gain after transaction
costs of Rp289,568. These transaction costs are expected to reduce income tax expense by
Rp63,705. Additional tax also arising from the in-kind consideration of equity shares in NFT
of Rp11,131
c. Lease back transaction
Concurrently with completion of the divestment of IFT, it is assumed that the Company will
lease back the Fiber Optics from IFT. The sales and leaseback transaction resulted in the
recognition of:
Page 31
(i) the addition of right-of-use assets from the leaseback of Fiber Optics amounted to
Rp2,098,993, which is based on the proportion of the previous carrying amount of
the asset that relates to the right of use retained;
(ii) lease liabilities from the leaseback of Fiber Optics amounted to Rp11,434,294. Of
this amount, Rp881,492 is presented as current portion of lease liabilities; and
(iii) deferred tax assets and deferred tax liabilities arising from the temporary
differences on the sale and leaseback transaction amounted to Rp527,871.
PT INDOSAT Tbk AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
7 MAY 2026
(Expressed in millions of Rupiah)
Historical Pro forma Reference Pro forma
adjustments to the point
above
ASSETS
CURRENT ASSETS
Cash and cash equivalents 5,758,226 11,707,828 a 17,466,054
Restricted cash 5,696 - 5,696
Trade receivables:
Related parties 996,929 - 996,929
Third parties 2,696,634 - 2,696,634
− Other receivables 17,125 - 17,125
Inventories 36,903 - 36,903
Claims for tax refunds and 522,728 - 522,728
prepaid taxes
Current portion of long-term
prepayments:
Prepaid frequency fee and 4,498,795 - 4,498,795
licenses
Prepaid expenses – others 784,116 (1,833) b 782,283
Assets classified as held for 2,569,959 (2,569,959) b -
sale
Other current assets 1,252,059 (116,589) b 1,135,470
Total current assets 19,139,170 9,019,447 28,158,617
NON-CURRENT ASSETS
Restricted cash 67,200 - 67,200
Due from related parties 642,888 - 642,888
Claims for tax refunds 174,553 - 174,553
Finance lease receivables 5,619 - 5,619
Deferred tax assets 3,199,451 (527,871) c 2,671,580
Long-term prepayments:
Page 32
− Prepaid frequency fee and 330,574 - 330,574
licenses
− Prepaid expenses – others 53,146 - 53,146
Investment in associates and 1,051,000 2,133,819 a 3,184,819
joint ventures
Long-term investments 445,244 1 a 445,245
Property and equipment 78,422,343 2,098,993 c 80,521,336
Goodwill and other intangible 19,645,425 - 19,645,425
assets
Investment property 476,110 - 476,110
Other non-current assets 2,314,364 - 2,314,364
Total non-current assets 106,827,917 3,704,942 110,532,859
TOTAL ASSETS 125,967,087 12,724,389 138,691,476
PT INDOSAT Tbk AND SUBSIDIARIES
PRO FORMA OFFINANCIAL POSITION
AS AT 7 MAY 2026
(Expressed in millions of Rupiah)
Historical Pro forma Reference Pro forma
adjustments to the point
above
LIABILITIES AND EQUITY
Current liabilities
Short-term loans 1,955,197 - 1,955,197
Trade payables:
Related parties 357,851 - 357,851
Third parties 932,964 - 932,964
Procurement payables – current 10,100,744 - 10,100,744
Taxes payable:
Corporate income taxes 3,161,777 (52,574) b 3,109,203
Other taxes 755,936 (165) b 755,771
Dividend payable 3,351,306 - 3,351,306
Accruals 3,625,330 172,979 b 3,798,309
Short-term employee benefit 771,825 - 771,825
obligations
Long-term employee benefit 98,712 - 98,712
obligations – current portion
Unearned revenue 4,635,173 - 4,635,173
Deposits from customers 237,640 - 237,640
Current maturities of long-term
borrowings:
Loans 2,039,514 - 2,039,514
Bonds payable 200,972 - 200,972
Sharia bonds 53,982 - 53,982
Page 33
Lease liabilities 7,042,663 881,492 c 7,924,155
Other current liabilities 636,242
Total current liabilities 39,957,828 1,001,732 40,959,560
Historical Pro forma Reference Pro forma
adjustments to the point
above
NON-CURRENT LIABILITIES
Procurement payables – non- 482 - 482
current
Due to related parties 11,263 - 11,263
Deferred tax liabilities 183,580 - 183,580
Long-term borrowings – net of
current maturities:
Loans 7,051,463 - 7,051,463
Bonds payable 2,560,045 - 2,560,045
Sharia bonds 671,470 - 671,470
Lease liabilities 34,147,149 10,552,802 c 44,699,951
Long-term employee benefit 1,005,465 - 1,005,465
obligations – net of current
portion
Unearned revenue – non- 1,836,583 - 1,836,583
current portion
Other non-current liabilities 614,065 - 614,065
Total non-current liabilities 48,081,565 10,552,802 58,634,367
TOTAL LIABILITIES 88,039,393 11,554,534 99,593,927
PT INDOSAT Tbk DAN ENTITAS ANAK
LAPORAN POSISI KEUANGAN KONSOLIDASIAN PROFORMA
7 MEI 2026
(Dinyatakan dalam jutaan Rupiah)
Historical Pro forma Reference Pro forma
adjustment to the
point
above
EQUITY
Equity attributable to owners
of the parent
Capital stock – Rp100 (in full
Rupiah amount) par value per A
share and Rp25 (in full Rupiah
amount) par value per B share;
- Authorized – 1 A share and
79,999,999,996 B shares;
- Issued and fully paid – 1 A
share and 32,250,810,956 B
shares 806,270 - 806,270
Additional paid-in capital 17,713,642 - 17,713,642
Page 34
Retained earnings:
Appropriated 161,254 - 161,254
Unappropriated 15,801,121 1,169,752 b, c 16,970,873
Other equity component 409,994 - 409,994
Difference in foreign currency 14,209 - 14,209
translation
Remeasurement loss on (45,995) - (45,995)
defined benefit plans
34,860,495 1,169,752 36,030,247
Non-controlling interests 3,067,199 103 b, c 3,067,302
TOTAL EQUITY 37,927,694 1,169,855 39,097,549
TOTAL LIABILITIES AND EQUITY
125.967.087 12.724.389 138.691.476
PT INDOSAT Tbk AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF PROFIT ORLOSS ANDOTHER COMPREHENSIVE INCOME FOR
THE PERIOD FROM 1 JANUARY TO 7 MAY 2026
(Expressed in millions of Rupiah)
Historical Pro forma Reference Pro forma
adjustment to the
point
above
REVENUE
Cellular 17,952,128 - 17,952,128
Multimedia, Data 3,215,154 - 3,215,154
Communication, Internet
(“MIDI”)
Fixed telecommunications 301,027 - 301,027
Total revenue 21,468,309 - 21,468,309
(EXPENSES) INCOME
Cost of services (8,721,815) - (8,721,815)
Depreciation and amortization (5,831,008) - (5,831,008)
Personnel (1,709,847) - (1,709,847)
Marketing (578,882) - (578,882)
General and administrative (292,264) - (292,264)
Net gain on divestment - 1,645,152 b 1,645,152
Share of net profit of associates 11,552 - 11,552
and joint ventures
Gain on foreign exchange – net 5,556 - 5,556
Net gain on sale of property and 200 - 200
equipment
Others – net (79,667) - (79,667)
Total expenses (17,196,175) 1,645,152 (15,551,023)
Page 35
4,272,134 1,645,152 5,917,286
Interest income 81,196 - 81,196
Gain on foreign exchange – net 31,343 - 31,343
Finance costs (1,642,684) - (1,642,684)
(1,530,145) - (1,530,145)
PROFIT BEFORE INCOME TAX 2,741,989 1,645,152 4,387,141
INCOME TAX EXPENSE (569,843) (475,297) b, c (1,045,140)
PROFIT FOR THE PERIOD 2,172,146 1,169,855 3,342,001
OTHER COMPREHENSIVE
KOMPREHENSIF LAIN INCOME (LOSS)
Items that will be reclassified
to Profit or Loss
Difference in foreign currency arising
from the translation of the financial
statements of a subsidiary and
associate entity
- Current period differences 3,034 - 3,034
TOTAL COMPREHENSIVE INCOME FOR
THE PERIOD 2,175,180 1,169,855 3,345,035
PROFIT FOR THE PERIOD ATTRIBUTABLE
TO:
Owners of the parent 2,117,060 1,169,752 3,286,812
Non-controlling interest 55,086 103 55,189
2,172,146 1,169,855 3,342,001
TOTALCOMPREHENSIVE INCOME FOR
THE PERIOD ATTRIBUTABLE TO:
Owners of the parent 2,120,094 1,169,752 3,289,846
Non-controlling interest 55,086 103 55,189
2,175,180 1,169,855 3,345,035
SUMMARY OF THE VALUATION REPORT
The Company has appointed Kantor Jasa Penilai Publik Ruky, Safrudin & Rekan (“KJPP RSR”) to
conduct an appraisal of fixed assets, shares, as well as to provide a fairness opinion on the Divestment
Transaction. The Divestment Transaction is a material transaction as regulated under OJK Regulation
No. 17/2020 and an affiliated transaction as regulated under OJK Regulation No. 42/2020, and
therefore is required to obtain a Fairness Opinion from an Independent Appraiser.
A. Summary of the Subsidiary Asset Valuation Report
The following is a summary of the Subsidiary’s asset valuation report as set out in Report No.
00533/2.0095-01/PP/06/0046/1/VI/2026 dated 17 June 2026:
(1) Valuation Object
Page 36
Fiber optic cable network comprising Backbone and Access networks with a total length
of approximately 79,565,863 meters, and Submarine Cable Network of approximately
3,305,372 meters, distributed across various operational regions including Jabodetabek,
West Java, Central Java, East Java, Kalimantan, Nusa Tenggara, Sulawesi, and Sumatra.
The valuation is intended to provide an opinion on the Market Value of the valuation
object as of 7 May 2026 for the purpose of a proposed share sale and purchase
transaction in the Subsidiary.
(2) Assumptions and Limiting Conditions
In conducting this valuation, KJPP RSR applied the following assumptions:
1. The assets being valued are not subject to any legal issues and their ownership rights
are valid (free and clear), marketable, and transferable.
2. For the purpose of this valuation, copies of documents received by KJPP RSR and
related to the valuation object are assumed to be accurate and authentic.
3. The location identified by the Company, the Report User, and/or their
representatives is assumed to be the correct valuation object. KJPP RSR shall not be
responsible if the assets shown differ from the actual assets intended under the
scope of engagement or from the documents provided.
4. In valuing machinery and equipment of the fiber optic network infrastructure, KJPP
RSR relies on data contained in the provided documents and assumes such data to
be accurate.
5. The condition of hidden or non-visible components of the machinery and equipment
of the fiber optic network infrastructure is assumed to be in reasonable condition.
6. The description of specifications of the machinery and equipment of the fiber optic
network infrastructure is based on visual physical inspection and/or technical
information obtained from the Company, the Report User, and/or their
representatives.
7. For valuation purposes, personal property assets are assessed either as part of an
integrated operational unit or as individual units for exchange, on an in-situ basis.
8. In the event that the Company and/or the Report User provides inaccurate data or
information regarding the valuation object, including incorrect identification of
location (including by assigned personnel or representatives of the Client and/or the
Report User), KJPP RSR shall be released from any responsibility for inaccurate
valuation results arising from such errors.
Limiting Conditions and Terms include:
1. Information provided by other parties to KJPP RSR, as referred to in the valuation
report, is deemed reasonable and reliable; however, KJPP RSR shall not be held
responsible if such information is later proven to be inaccurate. Information
presented without specified sources represents KJPP RSR’s analysis based on
available data, document review, or information obtained from competent
authorities. Full responsibility for verifying the accuracy of such information rests
with the Client.
2. Unless otherwise stipulated by applicable laws and regulations, the valuation and
valuation report are confidential and are intended solely for the Company concerned
and its professional advisors, and are presented only for the purposes specified in
Page 37
the valuation report. KJPP RSR shall not be liable to any party other than the said
Company. Any other party using this report assumes all associated risks.
3. The value stated in this report, as well as any other value included herein as part of
the assessed assets, is valid only for the intended purpose of the valuation. The
values contained in this valuation report must not be used for other purposes that
may result in errors.
4. All evidence of ownership, legality, and permits is based on information and data
provided by the Company.
5. Hidden or unusual conditions affecting the assets that may negatively impact their
value are not the responsibility of KJPP RSR, as such matters fall within the scope of
other experts.
6. The Valuer is released from any claims and obligations arising from the use of the
report in a manner inconsistent with its stated purpose.
7. KJPP RSR is not responsible for matters relating to legal ownership status or any
other agreements not disclosed to KJPP RSR, and assumes that the assets are under
lawful ownership and use, and are not bound by undisclosed agreements.
8. KJPP RSR has no present or future interest in the assets being valued, and its
engagement to perform this valuation is not contingent upon the value reported.
9. KJPP RSR shall not be liable to any parties other than those specified in the
engagement letter and valuation report.
10. Any party receiving this report or copies thereof has no right to publish or use it for
any purpose without the consent of the valuer or its owner, except for the owner
itself.
11. KJPP RSR reserves the right, but is not obligated, to revise or amend the contents of
this valuation report if additional data or information is obtained after the
completion of the report.
12. The data and information used are sourced from or validated by the Appraisers’
Professional Association.
13. This valuation report is considered valid only if it bears the stamp or seal of RSR and
is signed by a licensed valuer whose name is stated therein.
14. This valuation report constitutes a non-disclaimer opinion.
(3) Valuation Approaches and Methods
The approaches applied in this valuation are as follows:
• Income Approach
The income approach is used to obtain an indication of Market Value by discounting
the net income generated by the assets. This approach is applied by considering the
characteristics of the assets as income-producing assets (income-producing property),
whereby the value of the assets is significantly influenced by their ability to generate
future cash flows.
Page 38
• Cost Approach
The cost approach is used to obtain an indication of Market Value through an
estimation of the Replacement Cost New (RCN) of the Fiber Optic Network assets.
Deductions are then made for all forms of depreciation, including physical
depreciation, functional obsolescence, and external (economic) obsolescence. The
Market Value of the assets is derived by subtracting the total depreciation from the
Replacement Cost New.
After values are obtained under both the Income Approach and the Cost Approach,
they are reconciled into a single concluded value.
(4) Conclusion of Value
The Market Value of the Subsidiary’s Assets as of 7 May 2026 is IDR 8,187,287,000,000
(Indonesian Rupiah Eight Trillion One Hundred Eighty-Seven Billion Two Hundred Eighty-Seven
Million).
B. Summary of the Subsidiary Share Valuation Report
The following is a summary of the valuation report of 100% of the Subsidiary’s shares as set
out in Report No. 00048/2.0095-00/BS/06/0269/1/VI/2026 dated 18 June 2026:
(1) Valuation Object
100% of the Subsidiary’s shares as of 7 May 2026.
(2) Purpose of Valuation
To estimate the Market Value of 100% of the Subsidiary’s shares as of 7 May 2026 in
connection with the Share Sale and Purchase Transaction and Inbreng Transaction, as
well as compliance with capital market reporting obligations. This valuation is not
intended for other transaction purposes, nor for banking or taxation purposes.
(3) Assumptions and Limiting Conditions
- This valuation report constitutes a non-disclaimer opinion based on KJPP RSR’s review
of documents, data, and information obtained from the Company’s management and
other reliable sources.
- This valuation report is prepared using financial projections developed by the
Company’s management, reflecting the reasonableness of such projections and their
achievability.
- KJPP RSR is responsible for evaluating the financial projections prepared by the
Company’s management and for the valuation opinion expressed in this report.
- The valuation report is publicly accessible, except for any confidential information that
may affect the Company’s operations.
(4) Valuation Approaches and Methods
To determine the Market Value of 100% of the Subsidiary’s shares, KJPP RSR applied two
approaches:
• Income Approach, using discounted business net cash flows;
Page 39
• Asset Approach, using adjustments to the market value of the assets of the valuation
object.
(5) Conclusion of Value
Based on the Income Approach and Asset Approach, the Market Value of 100% of the
Subsidiary’s shares as of 7 May 2026 is IDR 13,841,647,000,000 (Indonesian Rupiah
Thirteen Trillion Eight Hundred Forty-One Billion Six Hundred Forty-Seven Million).
C. Summary of the Buyer’s Share Valuation Report
The following is a summary of the Buyer’s share valuation report as set out in Report No.
00049/2.0095-00/BS/06/0269/1/VI/2026 dated 18 June 2026:
(1) Valuation Object
The value per share of the Buyer as of 7 May 2026.
(2) Purpose of Valuation
To estimate the Market Value per share of the Buyer as of 7 May 2026 in connection with
the Share Sale and Purchase Transaction and Inbreng Transaction, as well as compliance
with capital market reporting obligations. This valuation is not intended for other
transactions, nor for banking or taxation purposes.
(3) Assumptions and Limiting Conditions
- This valuation report constitutes a non-disclaimer opinion based on KJPP RSR’s review
of documents, data, and information obtained from the Company’s management and
other reliable sources.
- KJPP RSR is responsible for evaluating the financial projections prepared by the
Company’s management and for the valuation opinion expressed in this report.
- The valuation report is publicly accessible, except for any confidential information that
may affect the Company’s operations.
(4) Valuation Approaches and Methods
To determine the Market Value per share of the Buyer, KJPP RSR applied a single
approach, namely the Asset Approach, by adjusting the market value of the assets of the
valuation object, considering that the Buyer is a newly established company and is
projected to become an investment holding company (i.e., it does not have operating
business activities).
(5) Significant Events After the Valuation Date
From the valuation date (7 May 2026) up to the issuance date of this valuation report,
there was a significant event that may materially affect the valuation results.
Based on the Buyer’s audited financial statements for the period ended 7 May 2026, the
Buyer received a capital contribution payment from its shareholders amounting to IDR
500 million on 10 June 2026.
The above event resulted in an impact on NFT in the form of an increase in cash
amounting to IDR 500 million and a decrease in receivables from shareholders of IDR 500
million.
Page 40
Based on KJPP RSR’s analysis, the aforementioned significant event after the valuation
date does not affect the conclusion of the Buyer’s per share value to be used in the share
inbreng transaction.
(6) Conclusion of Value
Using the Asset Approach, the Market Value of 100% of the Buyer’s shares as of 7 May
2026 is IDR 500,000,000, and with a total of 500 issued and fully paid-up shares, the
Market Value per share of NFT as of 7 May 2026 is: IDR 1,000,000 (One Million Rupiah).
D. Summary of the Fairness Opinion Report
The following is a summary of the fairness opinion report on the Divestment Transaction as
set out in Report No. 00068/2.0095-00/BS/06/0269/1/VI/2026 dated 30 June 2026:
(1) Parties Involved
The parties involved in this Transaction are:
1. The Company;
2. Lintasarta;
3. The Subsidiary; and
4. The Buyer.
(2) Object of Evaluation
Share Sale and Purchase Transaction and Inbreng Transaction.
(3) Purpose of Evaluation
To assess the fairness of the Divestment Transaction.
(4) Assumptions and Limiting Conditions
The Fairness Opinion Report constitutes a non-disclaimer opinion. KJPP RSR has reviewed
the documents used in preparing the fairness opinion, and the data and information
obtained originate from both the Company’s management and other sources deemed
reliable.
The Fairness Opinion Report has been prepared based on Financial Projections prepared
by the Company’s management, reflecting the reasonableness of such projections and
their achievability (fiduciary duty).
KJPP RSR is responsible for conducting the fairness analysis of the financial projections
prepared by the Company’s management, as well as for the opinion expressed in the
Fairness Opinion Report.
The Fairness Opinion Report is publicly accessible, except for any confidential information
that may affect the Company’s operations.
KJPP RSR has obtained information regarding the legal status of the object of the fairness
opinion from the Company.
(5) Approaches and Evaluation Methods
Page 41
a. Transaction analysis: identification of the parties involved, analysis of the terms and
conditions of the agreements, and analysis of the benefits and risks of the transaction;
b. Qualitative analysis: analysis of the transaction background, brief description of the
Company and its business activities, industry analysis, operational analysis, business
prospects, and the advantages and disadvantages of the transaction;
c. Quantitative analysis: analysis of historical performance, financial projections, pro
forma financial statements, and incremental analysis;
d. Analysis of other relevant factors;
e. Transaction price fairness analysis.;
(6) Fairness Opinion on the Transaction
Taking into account the fairness analysis of the transaction, including the analysis of the
Divestment Transaction, qualitative analysis, quantitative analysis, transaction price
fairness analysis, as well as other relevant factors, in the opinion of KJPP RSR, the
transaction is fair.
STATEMENT FROM THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS
1. Pursuant to Article 17 letter (f) of OJK Regulation No. 17/2020, the Board of Directors of the
Company declares that the Divestment Transaction constitutes a Material Transaction which also
constitutes an Affiliated Transaction as referred to in OJK Regulation No. 42/2020.
2. Pursuant to Article 17 letter (g) of OJK Regulation No. 17/2020, the Board of Directors and the
Board of Commissioners of the Company declare that the Divestment Transaction does not
contain any Conflict of Interest as referred to in OJK Regulation No. 42/2020 and that all material
information has been disclosed and such information is not misleading.
ADDITIONAL INFORMATION
In the event the Shareholders require further information, they may contact the Company at the
following address:
PT Indosat Tbk
Indosat Ooredoo Hutchison Tower
Jln. Medan Merdeka Barat No. 21, Jakarta 10110
Phone: (+62 21) 3000 3001 ext. 8803 / 8804
Email: corporate.secretary@ioh.co.id
Website: www.ioh.co.id
Jakarta, 2 July 2026
Regards,
Board of Directors
Names mentioned 57 people and organisations named in the text · linked when the evidence is strong
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FINANCIAL SERVICES AUTHORITY
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PT Infra Fiber Teknologi
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PT Nusantara Fiber Teknologi
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PT Ainfrastruktur Indonesia Raya
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Mohamad Said Tadjoedin
· Notaris
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Minister of Law
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Ministry of Law
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Mohamad Rifat Tadjoedin
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Anisa Syamsiah Soraya
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Yayasan Kesejahteraan Karyawan
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Bank Indonesia
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Yayasan Perbanas
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Dana Pensiun Bank Rakyat
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Yayasan Kesejahteraan Pegawai
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Indonesia Tbk
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Dana Pensiun Bank CIMB Niaga
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Aryanti Artisari
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Notary Buchari Hanafi
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Hanafi Buchari
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Ir. Raden Rudi Wismanto
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PT Infra Fiber Teknologi Interim Statements
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Notary Martina
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PT Ainfrastruktur Indonesia
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PT Nusantara Fiber Teknologi Interim Statement
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Rianto & Partners
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Rintis
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Rianto & Rekan
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Kantor Jasa Penilai Publik Ruky
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Safrudin & Rekan
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KJPP RSR
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KJPP RSR’s
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