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20250414_ISAT_Rencana Transaksi Perubahan Kegiatan Usaha_31875402_lamp1.pdf
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DISCLOSURE OF INFORMATION TO SHAREHOLDERS OF PT INDOSAT Tbk
IN ORDER TO COMPLY WITH THE FINANCIAL SERVICES AUTHORITY REGULATION
NO. 17/POJK.04/2020 YEAR 2020 ON MATERIAL TRANSACTIONS AND ALTERATION
OF BUSINESS ACTIVITIES
This Disclosure of Information is prepared and submitted in connection with the plan to add new line of
business activities of PT Indosat Tbk (the “Company”) in order to comply with the provisions of the Financial
Services Authority (OJK) Regulation No. 17/POJK.04/2020 of 2020 concerning Material Transactions and
Alteration of Business Activities (“POJK 17/2020”).
If you have any difficulty to understand the information contained in this Disclosure of Information or unsure
about making a decision, we advise you to consult with legal advisor, public accountant, financial adviser or
other relevant professional.
The Company's Board of Directors are fully responsible for the validity and completeness of all information or
material facts contained in this Disclosure of Information and confirm that after careful examination and to the
fullest of the Board of Directors knowledge and confidence, what is contained in this disclosure of information
is true and there are no other material facts that are not disclosed or ommitted that cause the information
contained in the Disclosure of Information to be incorrect, incomplete and/or misleading.
PT Indosat Tbk
Domiciled in Central Jakarta, Indonesia
Business Activities:
Informatics and Communication, Wholesale Trading, Manpower Activity, and Other Financial Activities.
Headquarter Office:
Jl. Medan Merdeka Barat No. 21, Gambir, Central Jakarta 10110.
Website: www.ioh.co.id
This Disclosure of Information is published on 14 April 2025
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A. INTRODUCTION
This Disclosure of Information to Shareholders ("Disclosure of Information") contains information regarding
the Company's plan to change its business activities, namely the addition of new line of business activities,
which must obtain prior approval from the Company's General Meeting of Shareholders ("GMS"), as referred
to in Article 22 paragraph 1 letter (a) of POJK 17/2020, namely, for the addition of business activities that
include, but are not limited to, telecommunication activities specifically for defense and security purposes,
resale of telecommunication services, artificial intelligence programming activities, Internet of Things (IoT)
consultation and design activities, provider of payment system support, advertising and market research
(hereinafter referred to as "Changes of Business Activities").
This Disclosure of Information serves as the basis for consideration by the Company's shareholders in
granting approval for the proposed Changes of Business Activities, in this case, the addition of business
activities to be proposed by the Company to the GMS.
In connection with the above, the Company’s Board of Directors will announce this Disclosure of Information
through the Company’s website and the Indonesian Stock Exchange (“IDX”)’s website with the aim of
providing further information to the Company’s shareholders regarding the plan of Changes of Business
Activities.
B. INFORMATION OF THE COMPANY
1. General Information of the Company
The Company is a public company duly established based on the 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 State Gazette No. 24.
The Company is domiciled in Central Jakarta with the address at Jl. Medan Merdeka Barat No. 21, Gambir,
Jakarta 10110. Shares of the Company is listed in the IDX with the share code “ISAT”.
The Company’s Articles of Association have been amended several times, with the latest amendment as
stated in 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 South Jakarta
Administrative City. Notification of the latest amendment has been accepted by the Ministry of Law and
Human Rights of the Republic of Indonesia based on Letter No. AHU-AH.01.03-0194869 dated 25
September 2024.
2. Capital Structure and Share Ownership of the Company
The capital structure, shareholders composition, and share ownership of the Company based on the
Company's Register of Shareholders as of 31 March 2025 issued by PT EDI Indonesia, as the Company's
Securities Administration Bureau, are as follows:
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Nominal Value of Serie A Share is IDR100 per
Share and Nominal Value of Serie B Share is
IDR25 per Share
Information
Nominal
Number of Percentage
Amount
shares (%)
(IDR)
Serie A Share
Republic of Indonesia 1 100 -
Serie B Share
1. Ooredoo Hutchison Asia Pte. Ltd. 21,170,843,008 529,271,075,200 65.644
2. PT Perusahaan Pengelola Aset 3,106,499,996 77,662,499,900 9.632
3. PT Tiga Telekomunikasi Indonesia 2,687,020,352 67,175,508,800 8.332
4. Public (ownership below 5%) 5,286,447,600 132,161,190,000 16.392
Amount of Issued and Paid-up Capital 32,250,810,957 806,270,274,000 100.00
3. The composition of Company’s Board of Commissioners and Board of Directors
As of the date of this Disclosure of Information, the composition of the Company's Board of
Commissioners and Board of Directors is as follows:
Board of Commissioners
President Commissioner : Halim Alamsyah
Deputy President Commissioner : Aziz Ahmad M. Aluthman Fakhroo
Deputy President Commissioner : Fok Kin Ning, Canning
Commissioner : Ahmad Abdulaziz A A Al-Neama
Commissioner : Cheung Kwan Hoi
Commissioner : Rene Heinz Werner
Commissioner : Meirijal Nur
Commissioner : Frank John Sixt
Commissioner : Woo Chiu Man, Cliff
Commissioner : Sugito Walujo
Independent Commissioner : Ajay Bahri
Independent Commissioner : Elisa Lumbantoruan
Independent Commissioner : Wijayanto
Independent Commissioner : Hernando
Independent Commissioner : Rudiantara
Board of Directors
President Director : Vikram Sinha
Director : Lee Chi Hung
Director : Muhammad Buldansyah
Director : Ahmad Zulfikar
Director : Irsyad Sahroni
Director : Ritesh Kumar Singh
Director : Cheung Kwok Tung
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4. Purposes, Objectives and Business Activities of the Company
Based on Article 3 paragraph 1 of the Company’s Articles of Association, purposes and objectives of the
Company are to conduct business activities in Informatics and Communication, Wholesale Trading,
Manpower Activities, and Other Financial Activities.
Furthermore, on Article 3 paragraph 2 of Article of Association of the Company mentioned that in order
to achieve the abovementioned purposes and objectives, the Company may perform the following main
business activities to:
a) perform and carry out activity in the information and communication sector including but not limited
to:
(i) perform and carry out activities in the telecommunication network sector: wired
telecommunication activity, wireless telecommunication activity, satellite telecommunication
activity;
(ii) perform and carry out activity in the telecommunication services and multimedia services sector:
data communication system services, internet telephony services for public purposes (ITKP),
internet interconnection services (NAP), internet service provider, other multimedia services;
(iii) perform and carry out activity in the informatics and communication sector: software publishing,
other computer programming activities, information security consulting activities, computer
consultancy and other computer facility management activities, other information technology
and computer services activities, data processing activities, hosting and related activities, web
portal and/or digital platform with commercial purposes activities.
b) perform and carry out activities in the sector of wholesale trading including but not limited to:
(i) computer and computer equipment wholesale trading;
(ii) software wholesale trading;
(iii) telecommunication equipment wholesale trading.
c) perform and carry out activities in the sector of manpower activities and other supporting business
activities including but not limited to:
(i) call center activities.
d) to perform and carry out activities in the sector of financial service activity and other related activities
except for insurance and pension funding.
Article 3 paragraph 3 of Article of Association of the Company mentioned that in order to achieve the
abovementioned purposes and objectives, the Company may perform the following supporting business
activities to:
a) plan, procure, modify, build, provide, develop and operate, lease, rent, and maintain
infrastructure/facilities including resources to support the Company business in providing
telecommunication networks, telecommunication services as well as informatics and/or convergence
technology services, including but not limited to:
(i) other building construction;
(ii) electrical civil building construction;
(iii) construction of telecommunication civil buildings for transportation infrastructure;
(iv) office building construction;
(v) industrial building construction;
(vi) shopping building construction;
(vii) electrical installation;
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(viii) electronic installation;
(ix) railway signaling and telecommunication installation;
(x) telecommunication central construction;
(xi) air conditioning and ventilation installation;
(xii) leasing and lease activities without option rights for digital technology tools; and
(xiii) leasing and lease activities without option rights for office machinery and equipment.
b) conduct business and operating activities (including development, marketing and sales of
telecommunication networks, telecommunication services as well as informatics and/or convergence
technology services by the Company), including research, customer services, education and courses
both domestic and overseas; and
c) conduct other activities necessary to support and/or related with the provision of telecommunication
networks, telecommunication services as well as informatics and/or convergence technology services
including but not limited to electronic transaction and supply of hardware, software, content as well
as telecommunication managed services.
C. SUMMARY OF FEASIBILITY STUDY FOR CHANGES OF BUSINESS ACTIVITIES
The Company has appointed Kantor Jasa Penilai Publik Yanuar, Rosye dan Rekan (“Y&R”), with Business
License No. 2.20.0170 based on Minister of Finance Decree 365/KM.1/2020 dated 27 July 2020, registered
as a Capital Market Supporting Profession at OJK with a Registered Certificate (STTD) of Capital Market
Supporting Profession No. STTD.PB-38/PM.2/2018 dated 19 October 2018 as an independent appraiser, and
requested Y&R to provide a feasibility study opinion (“Report”) on the Changes of Business Activities of the
Company.
In preparing this Report, Y&R acted independently without any conflict of interest and Y&R is not affiliated
with the Company or with parties affiliated with the Company. Y&R also has no personal interest or benefit
related to this assignment.
The following is a summary of the feasibility study from Y&R on the plan to Changes of Business Activities of
the Company No. 00003/2.0170-00/BS/NB-01/0045/1/IV/2025 dated 14 April 2025.
1. Purposes and Objectives of Feasibility Study
This Report aims to provide an opinion on the feasibility of the Changes of Business Activities. The
review of the Report covers various aspects including macro aspects, market aspects, technical
aspects, business pattern aspects, management model aspects, and financial aspects.
This Report is prepared in order to fulfill the provisions stipulated in POJK 17/2020. The regulation
requires a feasibility study report on the Changes of Business Activities prepared by an Appraiser.
2. Limiting Conditions and Main Assumptions
Assumptions
Some of the assumptions used in the preparation of this feasibility study are:
• Y&R released a Report which is a non-disclaimer opinion.
• Y&R have conducted a review of the documents used in the feasibility study process.
• In preparing this Report, Y&R relies on the accuracy and completeness of the information
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provided by the Company and/or data obtained from publicly available information and other
information that Y&R considers relevant.
• The Company stated that all material information regarding the feasibility study assignment had
been fully disclosed to Y&R and there was no reduction in important facts.
• Y&R uses adjusted financial projections that reflect the reasonableness of the financial
projections made by the Company management with the ability to achieve them (fiduciary duty).
• Y&R is responsible for the conduct of the valuation and the reasonableness of the adjusted
financial projections.
• The result report is open to the public unless there is confidential information, which could affect
the Company operations.
• Y&R is responsible for the Report and the resulting conclusions.
• Y&R has obtained information on the legal status of the object of the Report from the Company.
• This Report is intended to fulfill the interests of the Capital Market and compliance with OJK
regulations and not for tax purposes.
• This Report is prepared based on market and economic conditions, general business and financial
conditions, as well as Government regulations related to the Changes of Business Activities to be
carried out on the date of this opinion.
• In preparing this Report, Y&R uses several assumptions, such as the fulfillment of all conditions
and obligations of the Company and all parties involved in the feasibility study and the accuracy
of information regarding the feasibility study disclosed by the Company.
• This Report should be viewed as an integral part and the use of part of the analysis and
information without considering other information and analysis as a whole may result in
misleading views and conclusions on the process underlying the Report. The preparation of this
Report is a complex process and may not be possible through incomplete analysis.
• Y&R also assumes that there have been no changes that materially affect the assumptions used
in the preparation of this Report. Y&R is not responsible for reaffirming or completing, updating
Y&R opinion due to changes in assumptions and conditions and events occuring after the issue
date of the Report.
The limitations in carrying out this assignment are:
• In carrying out the analysis, Y&R assumes and relies on the accuracy, reliability and completeness
of all financial and other information provided by the Company to Y&R or which is publicly
available which is substantially true, complete and not misleading, and Y&R is not responsible for
conducting an independent examination of such information. Y&R also relies on assurances from
the Company's management that they are not aware of facts that would cause the information
provided to Y&R to be incomplete or misleading.
• Feasibility study analysis of the Changes of Business Activities has been prepared using the data
and information as disclosed above. Any changes to such data and information may materially
affect the outcome of Y&R's opinion. Therefore, Y&R is not responsible for any changes in the
conclusions of the Y&R Report due to changes in such data and information.
• Y&R does not provide an opinion on the taxation impact of this Report. The services provided by
Y&R to the Company in relation to the Changes of Business Activities are only the provision of a
Report on the object to be carried out and not accounting, auditing or taxation services. Y&R
does not conduct research on the validity of the legal aspects and the implications of these tax
aspects.
• Y&R's assignment relating to this Report does not constitute, and should not be construed to
constitute in any form, a review or audit or the performance of certain procedures over financial
information. Nor can such work be intended to disclose weaknesses in internal control, errors, or
irregularities in the financial statements or violations of law. In addition, Y&R has no authority
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and is not in a position to obtain and analyze any form of other transactions outside the corporate
action that are and may be available to the Company and the effect of such transactions on this
corporate action.
3. Methods Used
In reviewing the Change of Business Activities, Y&R has analyzed through a feasibility study approach
to the Change of Business Activities of the following matters:
• Primary data collection from the Company related to Changes of Business Activities which
includes identity data, permits, business plans and other data related.
• Macroeconomic analysis, industry analysis to evaluate the influence of these factors on the
Company’s future performance.
• Feasibility analysis through market aspects, technical aspects, business pattern aspects,
management model aspects, and financial aspects of the Changes of Business Activities.
4. Market Feasibility Analysis
Currently, the market opportunity for the Changes of Business Activities is still wide open, considering
that the Company engaged in telecommunications services and information technology. The
magnitude of market opportunities can be shown by the existence of several potential markets that
become the Company's target in 2025.
5. Technical Feasibility Analysis
Changes of Business Activities of the Company are new business activities that will be carried out by
the Company related to platforms & services, merchant aggregators, internet & connectivity services
and digital content as well as business activities carried out as support related to digital marketing,
marketing research and artificial intelligence (AI) - IoT.
In conducting the Changes of Business Activities, the Company utilizes existing resources, workers and
professional experts. This is based on the condition that not all new KBLI to be added require special
certification. The Company's resources, workers and professional experts as of 31 December 2024
amounted to 4,097 people.
6. Business Pattern Feasibility Analysis
The Company will offer several new products and services for the Changes of Business Activities that
will be carried out. Some of these products and services include resale of telecommunication services,
short message services with monetization features, and Indosat Digital Analytics (iDA), as a data
insight & analytics platform in collaboration with Google and iDA SHIELD, which is a ready-to-use
platform in the form of a dashboard for checking Mobile Station International Subscriber Directory
Number (MSISDN). iDA is ready to help large companies and entrepreneurs in developing their
business. The Company also offers AI-based IoT products such as AI CCTV and IoT design consulting
services such as smart building, smart mining and smart mobility.
The Changes of Business Activities to be carried out have a competitive advantage supported by the
Company itself as a player in the telecommunications industry in Indonesia which has advantages in
terms of a wide and stable network, 4G LTE Technology, collaboration with strategic partners,
attractive packages and promos and the ability to analyze user data to improve service quality.
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The development of information technology and telecommunications has caused players in the
telecommunications industry to start offering innovative solutions by optimizing resources in the form
of data owned by the company.
7. Management Model Feasibility Analysis
Changes of Business Activities is a plan to add a new KBLI and business development that will be carried
out by the Company on several types of businesses that have been explored. In its implementation,
the business activities will use existing human resources and experts who have been certified in the
field of AI and IoT. KBLI 61994 will also be supported by human resources from partner providers in
accordance with the scope and responsibilities between the Company and partner providers.
From the overall addition of KBLI, the intellectual property management aspect will be related to KBLI
62015 and KBLI 62024. The Company plans to prioritize the development of differentiating elements,
such as product identity, naming, and work processes structured into operational models. Thus, the
solutions developed, such as AI CCTV and Video Analytics, are expected to have their own added value
and characteristics that reflect the Company's contribution and ownership of the solution.
In addition to KBLI 62015 and KBLI 62024, intellectual property rights are also related to KBLI 73201
and KBLI 61993 where the products of KBLI 73201 are Market Insight and Location Optimizer, while
the products of KBLI 61993 are SHIELD platform and user interface (UI) tailored to the needs of each
Law Enforcement Official (APH) as well as technical processes and methods of data processing for
SHIELD.
Changes of Business Activities implements risk management that refers to ISO 31000: 2018.
8. Financial Feasibility Analysis
Based on the aspects discussed above, to carry out the Changes of Business Activities, the Company
does not need any special source of funds, and is targeted to be able to utilize the working capital
turnover of the Changes of Business Activities carried out. Feasibility analysis is conducted using the
parameters of Net Present Value, Break Even Point, Profitability Analysis and Return on Investment.
The following is the feasibility analysis of the Changes of Business Activities:
Net Present Value : IDR4,045,914 Million
Average Break Even Point : IDR176,163 Million (13.13% to Sales)
Profitability Analysis : 22.80% (end of projection period)
Return on Investment : 30.08% (average during projection
period)
9. Conclusion
Based on the study, evaluation of market aspects, technical, business patterns, feasibility of
management models and financial analysis as well as other projections provided that the assumptions
that have been determined can be fulfilled, it can be concluded that the plan to the Changes of Business
Activities to be carried out by the Company is feasible.
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D. AVAILABILITY OF EXPERTS RELATED TO THE PLAN OF THE CHANGES OF BUSINESS ACTIVITIES
In connection with the plan on the Changes of Business Activities, the Company has prepared the workforce
needed to support the operational implementation of the Changes of Business Activities. The Company is
committed to meeting the need for competent workforce in the relevant fields associated to the new business
activities. The Changes of Business Activities will be supported by the Company's existing experts.
E. EXPLANATION, CONSIDERATIONS AND REASONS OF CHANGES OF BUSINESS ACTIVITIES
In order to improve the Company's future performance, the Company as a company engaged in the
telecommunications business and carries out activities including in the field of telecommunications networks;
telecommunications services and multimedia services; data communication system services; informatics and
communications, plans to add business activities, which include telecommunication activities specifically for
defense and security purposes, resale of telecommunication services, artificial intelligence programming
activities, IoT consultation and design activities, provider of payment system support, advertising and market
research.
By the Changes of Business Activities , the Company will expand the business segments that have been carried
out by the Company so far, which in the future the Company will receive additional income from these
business activities. The Company is expected to be able to contribute to the progress of the
telecommunication industry in Indonesia and to become a company that is able to compete fairly in providing
services to its customers.
The advantages obtained by the Company with the Changes of Business Activities are that it can support the
long-term growth of the Company, and can provide added value for the Company.
F. IMPACT OF CHANGES OF BUSINESS ACTIVITIES ON THE COMPANY'S FINANCIAL CONDITION
The revenue generated by the Changes of Business Activities in the first year of the projection amounts to
IDR1,180,998 Million and experiences an average growth of 5% with an average gross profit margin of 33%.
For the Changes of Business Activities, the return on investment at the end of the projection period is 19.03%
and an average of 30.08%.
Based on these financial projections, the Changes of Business Activities will increase the scale of the
Company's business and provide additional revenue during the projection period of 11.98% compared to the
amount of total revenue in 2024.
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G. OTHER MATERIAL INFORMATIONS RELATED TO THE CHANGES OF BUSINESS ACTIVITIES
1. Apart from what has been disclosed in this Disclosure of Information, there are no other material
matters relating to the plan of the Changes of Business Activities.
2. The Changes of Business Activities will be effective after the Company:
a. obtain shareholder’s approval at the GMS for amending article 3 of the Company’s Articles of
Association and obtain approval from the Ministry of Law and Human Rights; and
b. obtain the necessary licenses from the competent authorities to conduct new business activities (as
long as required by applicable regulations).
3. The Changes of Business Activities will be proposed at the GMS which will be held by the Company on
28 May 2025 at the Indosat Ooredoo Hutchison Building with electronic and physical mechanisms. The
invitation of the GMS was made by the Company on 29 April 2025.
The agenda of GMS related to Changes of Business Activities as follows:
a. discussion of the feasibility study report prepared by Independent Appraisal Service Office related
to the plan of adding business activities of the Company to comply with Financial Service Authority
Regulation No. 17/POJK.04/2020 regarding the Material Transactions and Alteration of Business
Activities; and
b. approval of the amendment to the provision of Article 3 of the Company’s Article of Association
regarding the Company’s Purposes, Objectives and Business Activities.
Below are the important dates in relation to the Company’s GMS:
a. GMS Announcement through the Company’s, IDX and PT Kustodian Sentral Efek Indonesia (KSEI)
website dated 14 April 2025;
b. Announcement of Disclosure of Information related to Changes of Business Activities through the
Company’s and IDX website dated 14 April 2025;
c. Recording date of shareholders dated 28 April 2025;
d. GMS Invitation through the Company’s, IDX and KSEI website dated 29 April 2025;
e. AGMS dated 28 May 2025; and
f. Plan of announcement of summary minutes of GMS through the Company’s, IDX, and KSEI website
dated 2 June 2025.
Based on Article 28 of the Company's Articles of Association, the GMS for the Changes of Business
Activities must meet the quorum of attendance and decisions as follows:
a. The GMS is valid and has the right to make decisions if it is attended and/or represented by at least
2/3 (two-thirds) of the total number of shares with valid voting rights that have been issued by the
Company and the GMS resolutions must be approved by the shareholders and/or their duly
authorized representatives who jointly represent more than 2/3 (two-third) of the total number of
shares with voting rights attending the GMS including serie A share.
b. In the event that the quorum referred to in letter a is not reached, a second GMS can be held
provided that the second GMS is valid and has the right to make decisions if attended by at least
3/5 (three-fifths) of the total number of shares with valid voting rights that have been issued by the
Company and the decision of the GMS must be approved by the shareholders and/or their
legitimate representatives who jointly represent more than 1/2 (one-half) of the total number of
shares with voting rights attending at the GMS including serie A shares.
In the event that the plan for the additional of new business activities is not approved by the GMS, then
the plan for the additional of new business activities may be requested for approval from the GMS again
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Names mentioned 22 people and organisations named in the text · linked when the evidence is strong
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FINANCIAL SERVICES AUTHORITY
p.1 ×2
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person
Mohamad Said Tadjoedin
· Notaris
p.2
unresolved
person
Buchari Hanafi
· Notaris
p.2
unresolved
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Ministry of Law
p.2
unresolved
org
Ooredoo Hutchison Asia Pte. Ltd.
p.3
unresolved
org
Kantor Jasa Penilai Publik Yanuar
p.5
unresolved
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Rosye dan Rekan
p.5
unresolved
org
Minister of Finance Decree
p.5
unresolved
org
Ministry of Law and Human Rights
p.10
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PT Kustodian Sentral Efek Indonesia
p.10
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