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20260605_TBIG_Perubahan dan//atau Tambahan Keterbukaan Informasi terkait Aksi Korporasi_32097427_lamp2.pdf
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Page 1 OCR 0.918
Unofficial English Translation REVISION AND/OR ADDITION INFORMATION DISCLOSURE IN RELATION TO THE PLAN OF ISSUANCE OF GLOBAL NOTES BY PT TOWER BERSAMA INFRASTRUCTURE TBK Revision and/or additions to this information disclosure amend and supplement the information disclosure previously issued by the Company (as defined below) to the Company's shareholders on April 30, 2026 (“Information Disclosure"). The Board of Commissioners and the Board of Directors of the Company las defined below), either severally or jointly, are fully responsible for the completeness and accuracy of all information or material facts stated in this Disclosure of Information and emphasize that the information provided in this Disclosure of Information is true and there are no undisclosed material facts that may render the material information in this Disclosure of Information become untrue and/or misleading. If you have any difficulty in understanding the information stated in this Information Disclosure or are in doubt in making any decision, we recommend you to consult with a securities intermediary, investment manager, legal consultant, public accountant, or other professional advisors. . TOWER 1 BERSAMA TN GROUP PT. TOWER BERSAMA INFRASTRUCTURE Tbk. (the “Company” or “TBIG”) Business Activities: Integrated Telecommunication Infrastructure Service Provider through Subsidiaries At present, the Company's main business activity is investing or participating in Subsidiaries. Domiciled in South Jakarta, Indonesia Head Office: The Convergence Indonesia, Lantai 11 Kawasan Rasuna Epicentrum Jl. H.R. Rasuna Said Jakarta Selatan 12940, Indonesia Telp. (62-21) 2924 8900 Fax. (62-21) 2157 2015 Email: corporate.secretary@tower-bersama.com Website: www.tower-bersama.com " Regional Offices: 14 regional offices located in Medan, Pekanbaru, Palembang, Padang, Lampung, Jakarta, Banten, Bandung, Semarang, Surabaya, Denpasar, Balikpapan, Makassar dan Papua The Company plans to issue notes in a foreign currency with a total principal amount of up to the eguivalent of USD 900,000,000 (nine hundred million US Dollars) to be issued in 1 (one) or several issuances within a period of 12 (twelve) months from the date of Obtaining approval from the GMS to be held on June 9, 2026 as referred to in this Information Disclosure, where such issuance is categorized as a Material Transaction so that the Company must first obtain approval from the Company's GMS, as referred to in Article 6 paragraph (1) letter d of OJK Regulation No. 17/POJK.04/2020 dated April 21, 2020 regarding Material Transactions and Changes in Business Activities. The Notes are not Issiied to parties affiliated with the Company. The proceeds from the issuance of the Notes to be issued will be used by the Company itself or distributed to the group of Subsidiaries, through intercompany loans and/or eguity investments, to settle maturing debt obligations and early repayment on Ioans, where the loan agreements do not prohibit such early repayment or to finance future business expansion plans andto support the funding needs of the Company and the group of Subsidiaries In general. Detail on the planned use of proceeds from Transaction Plan can be read in the Chapter Brief Description of the Transaction part Use of Proceeds. GMS to approve this plan of issuance of Notes will be held on June 9, 2026 from 10:00 — finish The Informatian Disclosure is issued in Jakarta on April 30, 2026 and supplemented and corrected in Jakarta on June 5, 2026
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Unofficial English Translation NN PI - TOWER »', « BERSAMA AN sroup TABLE OF CONTENTS PAGE DEFINITION 2 CHAPTER I NFORMATION ABOUT THE COMPANY 5 CHAPTER II INTRODUCTION -13 CHAPTER III BRIEF DESCRIPTION OF THE TRANSACTION 15 1. OBJECT 2. VALUES OF TRANSACTION PLAN 3. PARTIES INVOLVED IN THE TRANSACTION PLAN 4. USE OF PROCEEDS 5. EXPLANATION, CONSIDERATIONS, AND REASONS FOR THE TRANSACTION, AS WELL AS THE TRANSACTION'S IMPACT ON THE COMPANY'S FINANCIAL CONDITION CHAPTER IV INDEPENDENT PARTIES an . 29 5... CHAPTER V STATEMENT OF BOARD OF DIRECTORS AND BOARD 30 OF COMMISSIONERS " CHAPTER VI GENERAL MEETING OF SHAREHOLDERS Po 32 CHAPTER VII ADDITIONAL INFORMATION . 34 PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 4 TRan 3 JI. H.R. Rasuna Said, Jakarta Selatan 12940 CERTAED Telp :462 21 2924 8900 | Leraa Fax :462 21 2157 2015
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Unofficial English Translation nan asn Tanu NA, TOWER »” « BERSAMA / v GROUP DEFIN!TION Sama Affiliation means: . a. family relationship by reason of marriage up to the second degree, $ both horizontally and vertically, namely the relationship of'a.person'j. . ' v with: 1. Husband or wife, . 2. Parents of the husband or wife and the husband or 1 wite of aras children, 3. Grandparents of the husband or wife and the husband c or wifai of Pama grandchildren, , : ena adha 4. Siblings of the husband or wife along with their husband oi: wife: of the sibling concernedj or : an 5. Husband or wife of the siblings of the person'concernedi, 3 b. Family relationship by reason of descent up to the secorid-degreej both: horizontally and vertically, namely the relationship of arperson with: 1. Parents and children: : pa : 2. Grandparents and grandchildren, or 3. Siblings of the person concerned. C. Relationship between a party and employees, director, 30r commissioners of said parties: J d. Relationship between 2 (two) or more companies in which there, ate. one or more members of the board of directors, management, hoard: of commissioners or supervisors who are the same, e. Relationship between a company and a party, -eithert.direct!y: ar- indirectly, by any means whatsoever, controis or is controlted“by:the: company or party in guestion in determining the management and/or: . policy of the company or party concerned: f. Relationship between 2 (two) or more companies that are 5 controlled either directly or indirectly, by any means whatsoever, ja determining the management and/or policy of the company »y the same-party: 8- Relationship between a company and its substantialshareholder, party who directly or indirectly owns at least 204 (twenty percent) of : the shares with voting rights of the said company. Santan Conflict of Interest means a difference betweensthereconomic interests of publicly"traded companies and personal economic interests of members of-the-board-of directors, members of the board of commissioners, majority shareholders,. or Controllers that may be harmful to the publicly traded. companies. concerned, as provided for in POJK No. 17/2020 (as defined'below): Subsidiaries means a company whose financial statements are consolidated with.the : Company in accordance with the applicable accounting. standards-in Indonesia. 1 Notes means the debt securities to be issued by the Company in foreign currency |: with a maximum total principal amount eguivalent to USD.900,000,4 000 He (nine hundred million United States Dollars). Mana ha PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 2 TRaA!| Jl H.R, Rasuna Said, Jakarta Selatan 12940 CERTIFIEO D2: Telp : 462 21 2924 8900 ba besi Fax 1462212157 2015
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PT Tower Bt Undfficial English Translation DAA - / OJK means Financial Services Authority means an independent institution with functions, duties, and authorities in regulatory, supervisory, examination, and investigation as stipulated in Law No. 21 of 2011 on Financial Services Authority, as amended by P2SK Law (as defined below). Issuer means the Company Company or TBIG means PT Tower Bersama Infrastructure Tbk (formerly known as PT Banyan Mas), domiciled in South Jakarta, a publicly listed company established by virtue of the law of the Republic of Indonesia. POJK No. 15/2020 means OJK Regulation Nox 15/POJK.04/2020 dated April 21, "2020 |. regarding Planning and Organizing General Meetings of. Shareholders of Public Companies. POJK No. 17/2020 means OJK Regulation No.:. 17/POJK.04/2020 Tated Kor 20, 2020 regarding Material Transaction and Change of Business Activities. “POJK No: 42/2020 - means OJK Regulation No: 42/POIK.04/2020 dated July 2, 2020 regarding, Affiliated Transactions and Conflict of Interest Transactions. - » : POJK No. 14/2025 means OJK Regulation No. 14 of:2025.dated July 1, 2025, regarding the Conduct of General Meetings of Shareholders, General Meetings: of ': Bondholders, and General Meetings of Sukuk Holders by.Electronic.Means Initial Purchaser -subseguently reselling them to investors. Information about. the Initial: - through the Company!s website. means the buyers whose' details will be known before.the bookbuilding process for the Notes offering takes place. The Initial Purchaser'is a party. responisible for purchasing the Notes to be issued by.the Issuer and Purchaser will be announced (www.tower-bersama.com) and the Indonesia Stock-Exchange website (www.idx.co.id) no laterthan 2 (two) working days after the issuance date of the'Notes as reguired by Article 20 paragraph (2) POJK No. 17/2020. -....: Transaction Plan :| will be used by the Company or to be distributed to Group Subsidiaries: means the Company's plan to issue Notes which can be done in one (1) Or multiple issuances. The proceeds from the issuance:of these-Notes through intercompany loans and/or eguity investment, to settle: maturing debt obligations and for early prepayment of loans, where-the loan agreements do not prohibit early prepayment or funding expansion plans in the future and supporting the financing needsof.the T Company and its Subsidiaries in general. . Ta najis GMS means a general meeting of-shareholders of the Company -Affiliated Transactions means any activities and/or transactions that.are carried out by pubticly traded companies or a Controlled Company with Affiliations of publicly |. traded companies or Affiliations of members of the board of directors, members of the board of commissioners, majority shareholders, or Controllers, including any activities and/ortransactions that are carried out by publicly-traded companies or Controlled Companies in the interests of |. Affiliations of publicly traded companies or Affiliations of members of the. |. board of directors, members of the board of commissioners, majority Shareholders, or Controllers, as provided for in POJK No. 42/2020. Conflict of Interest -Transaction sama Infrastructure, Tbk means. transaction conducted by a public company or its controlled | . company with any party, whether Affiliated or non-Affiliated parties, that involves a Conflict of Interest, as provided for in POJK No. 42/2020. Gedung Thu Kawasan Rasuna Epicentrum JL H.R. Rasuna Said, Jakarta Selatan 12940 Telp 1 46221 29243900 Fax 462 212157 2015 Convergene Indonesia (Tetirtanta-t TOWER T BERSAMA N GROUP 3 LRGA cemmrieo
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NN Tower L BERSAMA AN sroup Unofficial English Translation Securities Market Law means Law No. 8 of 1995 dated November 10, 1995 concerning the Capital Market, State Gazette of the Republic of Indonesia No. 64 of 1995, Supplement No. 3608, along with its implementing regulations, as last amended by the UUP2SK (as defined below). P2SK Law ' means Law No. 4 of 2023 dated 12 January 2023 on Development and Strengthening of the Financial Sector, State Gazette of the Republic of Indonesia No. 4 of 2023, Supplementary State Gazette of the Republic of Indonesia No. 6845. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 4 Jl. H.R, Rasuna Said, Jakarta Selatan 12940 Telp :462 21 2924 8900 Fax 1462 21 2157 2015 "NE Oe
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Unofficial English Translation NN ' - TOWER
s“ & BERSAMA
/ N Group
L INFORMATION ABOUT THE COMPANY
The Company was established under the name PT Banyan Mas, a limited liability company established
and governed by the laws of the Republic of Indonesia, with its registered office in South Jakarta, by
virtue of Deed of Establishment No. 14 dated 8 November 2004 made before Notary Dewi Himijati
Tandika, S.H, Notary in Jakarta, and approved by the Minister of Law and Human Rights of the Republic
of Indonesia ("MOLHR") pursuant to Decree No. C-28415HT.01.01.TH.2004 dated 12 November 2004,
registered at the Company Registration Office of South. Jakarta under No. 2564/BH.09.03/XII/2004
dated 14 December 2004 and announced in the State Gazette of the Republic of Indonesia No. 5 dated
18 January 2005, Supplement No. 616.
The Company's Articles of Association as contained in the Deed. of Establishment have been amended - 8
several times, most recently by the Deed of Statement of Meeting Resolutions on Amendmentsto:the . :. ? us
Articles of Association No. 116 dated 23 May 2022, made before Jose Dima Satria, S.H., M.Kn., Notary :.. “" :.
in South Jakarta ("Deed No. 116/2022"), which was approved-by the.MOLHR pursuant to Decree No.:-- . :
AHU-0038668.AH.01.02.TAHUN 2022 dated June 8 2022 and registered at the Company Registry
under No. AHU-0106607.AH.01.11.TAHUN 2022 dated June 8 2022. Based-on Deed No. 116/2022,the . pa
shareholders at the Company's GMS have approved,-among other.things: the amendment to Article 3 -
of the Company's Articles of Association in order to align'and adjust with the 2020-Indonesian Business: .... :...» .
Sector Classifications. Pa .
Based on the provisions of Article 3 of the Company's Articles of Association, the Company's objectives- - -
and purposes are to invest or participate in other companies-engaged in telecommunications support»: »“"-
activities and business in the service sector, particularly telecommunications support services. In ..
order to achieve the above objectives and purposes, the Company may carry out main business. :
activities with respect to holding company activities (KBL! No. 64200) and other management.
consulting activities (KBLI No. 70209). To support these main business activities, the Company may
Carry out supporting business activities, namely telecommunications central construction (KBLI NO. .'-
42206), telecommunications installation (KBLI No. 43212) and cable telecommunications activities PN SNN da
(KBLI No. 61100). "
Currently, the Company has carried out all business activities in accordance with Article 3 of the .
Company's Articles of Association by investing or participating directly and indirectly in 21 Subsidiaries
and 2 (two) Associated Companies, which are engaged in providing telecommunications services,
towers, fiber optic networks, internet Services, telecommunications work, investment and real estate.
The Company will implement the KBLI 2025 adjustments at the next Extraordinary General Meeting
of Shareholders following the General Meeting of Shareholders scheduled for June 9, 2026.
PT Tower Bersama Infrastructure, Tbk
Gedung The Convergence Indonesia (TC), Lantai 11
Kawasan Rasuna Epicentrum 5 TRGA
Jl, H.R, Rasuna Said, Jakarta Selatan 12940 cant)
Telp : 462 21 2924 8900 me | Li
Fax 1462 21 2157 2015
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Unofficial English Translation . NN 4 - TOWER LC BERSAMA TN GROUP Capital Structure and Shareholdering Composition Based on the Deed of Statement of Meeting Resolutions on Amendments to the Articles of Association No. 166 dated October 30, 2019, drawn up before Jose Dima Satria, S.H., M.Kn., Notary in South - Jakarta, which has been approved by the Minister of Law and Human Rights based on Decree No. AHU- 0089482.AH.01.02.TAHUN 2019 dated October 31, 2019, registered in the Company Register with No.. . AHU-0208896.AH.01.11.TAHUN 2019 dated October 31, 2019, notified to the Minister of Law and Human Rights based on the Notification Receipt of Amendments to the Articles of Association No. AHU-AH.01.03-0354029 dated October 31, 2019, and registered in the Company Register No. AHU- :- jan mn 0208896.AH.01.11.TAHUN 2019 dated October 31, 2019, the current capital structure of the-Company is as follows: 5 Authorized Capital :Rp 1,442,012,000,000 Issued Capital iRp 453,139,988,900 Paid-up Capital iRp 453,139,988,900 .Based on the List of Company Shareholders as of 30 Aprit-2026 issued y'PT Datindo Entrycom'as the " Securities Administration Bureau, the capital structure-and shareholding composition of the Company “. areas follows: aa ' Description Nominal Value Rp20 per Share Number of Shares Nominal Value (Rupiah) Authorized Capital. 72,100,600,000 .... 1,442,012,000,000 Issued and Paid Up Capital . Bersama Digital Infrastructure Asia Pte. Ltd. 18,418,171,023 - 1 361,363,420,460 "-—— B1.6AK 1. . PT Wahana Anugerah Sejahtera 2,122,271,590 G Pa 42,445,431,800 94K | Edwin Soeryadjaya | 71,585,630 . 1,431,712,600 0.321 " Hardi Wijaya Liong 68,359,905 - 1,367,198, 100 0.305 2 & : Budianto Purwahjo . 5,025,000 . 100,500,000 0.021 - Herman Setya Budi 4,625,000: - : 92,500,000 0.021 Helmy Yusman Santoso 3,125,000 62,500,000 O01K Len Public (ownership less than 596) 1,867,451,197 H5 37,349,023,940 8.2806,2h 22,560,614,345 451,212,286,900 Treasury Shares 96,385,100 1,927,702,000 naa Total of Issued and Paid Up Capital 22,656,999,445 ' - 453,139,988,900 1OO.OOK 1 Remaining Shares in Portfolio 49,443,600,555 : 988,872,011,100 pn ana ran Compoasition of the Company's Board of Commissioners and Board of Directors Based on the Deed of Meeting Resolution No. 40 dated.June 10, 2025, made before Jose Dima Satria, S.H., M.Kn., Notary in South Jakarta, which has been notified to the Minister of Law based on the :: Letter of Acceptance of Notification of Changes in Company Data No. AHU-AH.01.09-0297393. dated." June 12, 2025 and registered in the Company Register with No. AHU-0129707.AH.01.11.TAHUN 2025 dated June 12, 2025, the composition of the Company's Board of Directors and -Board of Commissioners are as follows: PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 6 Iran || & Jl H.R. Rasuna Said, Jakarta Selatan 12940 CERTIPED D Telp : 462 21 2924 8900 TE Fax : 462 21 2157 2015
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Unofficial English Translation Nu TN TOWER BERSAMA GROUP Position Term of Office | Edwin Soeryadjaya Presiden Komisaris : Verena Lim Komisaris GMS 2025 s/d GMS 2030 ! Ludovicus Sensi Wondabio Komisaris Independen GMS 2025 s/d GMS 2030 ! Heri Sunaryadi Komisaris Independen - | GMS 2025 s/d GMS 2030 Board of Directors Termof Office ”—— : Name ! Position sa | Herman Setya Budi | Presiden Direktur | GMS:2025 s/d GMS 2030 Hardi Wijaya Liong ”———— Wakil Presiden Direktur | GMS. 2025 s/d GMS 2030 Budianto Purwahjo Direktur GMS 2025 s/d GMS 2030 Helmy Yusman Santoso Direktur . #GMS.2025 s/d GMS 2030 :. --: Leonardus Wahyu Wasono Mihardjo Direktur !-GMS 2025.8/d.GMS-2030 “.-.... Audit Committee In accordance with OJK Regulation no. 55/POJK.04/2015 dated 29..December-2015 regarding the "- “" Establishment and Work Performance Guide of an Audit Committee, the Company-has established.an Audit Committee as stated in the Circular Resolutions.of the Board of Commissioners dated:5 June 2020, with the following member composition: Lg « Chairman : Ludovicus Sensi Wondabio Member : Agung Nugroho Soedibyo Member : Agustino Sunarko Nomination and Remuneration Committee aa - In accordance with OJK Regulation no. 34/POJK.04/2014 dated 8 December-2014 regarding:the'. Nomination and Remuneration Committee for Issuers or' Public Companies,: the Company: has: - ta established a Nomination and Remuneration Committee-as' stated.in the Circular Resolutions.of the:, Board of Commissioners dated June 26, 2024, with the following member .composition: Chairman : Heri Sunaryadi Member : Lie Si An Member : Supriadi Wagiran PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TC!), Lantai 11 Kawasan Rasuna Epicentrum Jl. H.R. Rasuna Said, Jakarta Selatan 12940 Telp : 462 21 2924 8900 Fax 1462 21 2157 2015 camat
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Unofficial English Translation NN Lan TOWER » BERSAMA / N Group Corporate Secretary The Company has appointed a Corporate Secretary based on Directors' Decree 157/TBG-TBI- 001/FAL/01/VII/2010 dated 8 July 2010, and the appointment of the Corporate Secretary is in - accordance with OJK Regulation No. 35/POJK.04/2014 concerning Corporate Secretary of Issuers or Public Companies. On the date of Information Disclosure, the Corporate Secretary is: Name : Helmy Yusman Santoso Office Address : The Convergence Indonesia, Lantai 11 Kawasan Rasuna Epicentrum Jl. H.R. Rasuna Said Jakarta Selatan 12940, Indonesia Phone No. . 162-21- 2924 8900 Fax No. - 1 62-21-2157 2015 Email : corporate.secretary@tower-bersama.com Information on the Company's Subsidiaries : " The Company has direct and indirect investment in 21 Subsidiary Companies and two Associated Companies, as follows: company Yearof”—— Yoarof Year of Ownership (26) No. Business Activities” Domicile — Company . Commercial". Name Establishment Direct indirect Investment Operation 1 PTTelenet Telecommunications South 2004 1999 1999 99,501, - Internusa services, towers and Jakarta - (Ti) telecommunications work 2 PT United Telecommunications South 2005 2004 2004 99.90 0.104 through Towerindo services, towers and Jakarta TB (UT) telecommunications work 8. PT Batavia Telecommunications South 2005 2005 2006 - 39.9056 through Towerindo services, towers and Jakarta . UT and 10.102 (“s7”) telecommunications through TB work 4. PTTower Telecommunications South 2006 2006 2006. 99.99 0.014 through Bersama services, Jakarta To (T8”) telecommunications consultine, telecommunications network development, rental of telecommunications towers and eguipment, and telecommunications work, 5. PTTowerindo — Telecommunications South 2011 2009 2009 0.021 99.984 through Konvergensi — services, towersand Jakarta TB (PTK") telecommunications work 6 PT Prima Telecommunications South 2009 2003 2003 0.01 9999Se through Media Selaras services, towersand Jakarta TB (“PMS”) telecommunications work PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 8 TRGA Jl. H.R. Rasuna Said, Jakarta Selatan 12940 ceme 62 21 29243900 Haa Fax 1462 21 2157 2015
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Unofficial English Translation | NN Pj - TOWER
»” « BERSAMA
Company Yearof Year ot Yearof As CF
No. Name Business Activitlest! '— Domicile '” Company reahehment Commercial reet Indireet
Investment Operation
7. PT Mitrayasa — Telecommunications South 2011 2004 2004 - 70.004 through
Sarana services, Jakarta TB and 30.001
Informasi telecommunications through SKP
(“Mitrayasa”) — consulting, construction
of telecommunitations
facilities and
infrastructure and
telecommunications
work
& PT Metric Investment company South 2010 2010 2010 98.745 1.26# through
Solusi” Jakarta TB
Integrasi
MSi”)
En PTSoluSindo — Telecommunications South 2010 1999 1999 - 99.71
Kreasi services, Jakarta through MSI
Pratama telecommunications
(SKP”) consulting,
telecommunications
network development,
rental of
telecommunications
towers and eguipment,
and telecommunications
work
10. PTTowerOne Investment Company South 2007 2006 2006 99.901 -
(707) : Jakarta :
11. PT Bali Telecommunications South 2008 2003 2003 0.015 99.991
Telekom services, towers and Jakarta through TO
(“Balikom”) —— telecommunications
work
12. PT Triaka Telecommunications South 2009 2009 2009 90.005 10.00X through
Bersama services, towers and Jakarta TB
(“Triaka”) telecommunications
work
13. PT Solusi Telecommunirations South 2011 2011 2012 70.034 20.974 through
Menara services, towers and Jakarta SKP
Indonesia telecommunications
SM”) work
14. PT Menara Investment Company South 2013 2013 Natyetin 99.994 0.0196through
Bersama Jakarta operation Te
Terpadu
("MBT”)
15. PTjaringan . — Telecommunications Central 2016 2015 2016 0.084 83.3656through
Pa Pintar eguipment maintenance Jakarta TB
Indonesia services and
(IPP) telecommunications
consulting
16. — PT Gihon Telecommunication WestJakarta — 2018 2001 2001 50.431 -
Telekomuni- — support services
kasi Indonesia
Tbk (“GHON”)
17. PTVisi Telecommunications South 2018 1995 1995 51.091 -
Telekomuni- — infrastructure services, — Jakarta
kasi investing or participating
Infrastruktur in other companies
Tbk (“GOLD”) — engagedin
telecommunications
support activities, and
telecommunications
. support services
18, PTPermata — Telecommunications South 2018 2013 2013 - 99.998 through
Karya Perdana towerandeguipment — Jakarta GOLD
(“PKP”) rental services
PT Tower Bersama Infrastructure, Tbk
Gedung The Convergence Indonesia (TC!) Lantai 11
Kawasan Rasuna Epicentrum 9 TRGA
Jl H.R, Rasuna Said, Jakarta Selatan 12940 SERAED
Telp 1462 21 29248900 Kana
Fax 1462 21 2157 2015
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Unofficial English Translation pala . NM 4 - TOWER “Xt BERSAMA Company aa. I Yearof Yaarot Year of Ow'ersi No. Name Business Activities) Domicile ' Company kerahjishment Commercial veer Indireet Investment Operation 19. PT Unicom Fiber optic network West Jakarta — 2022 2020 2021 - 30.007 through Muda Utama rental services UT (“Unicom”) 20. PT Global Fiber optic network South 2023 2018 : 2021 - 70.002 through Patra rental services Tangerang GHON Sinertama Wcps"y 21.” PTDutakom — InternetServiceProvider Surabaya 2025 1997 1997 - 72.004 through Wibawa Putra TB (“D-Net”) Associated Companies ta PN 1,” PTTelinco Central Tangerang 2024 2028” 2024” - 26.671 Networks telecommunications Regency . through Indonesia construction, MSI (“Telinco”) telecommunications . installation, electronic installation and civil road building construction 2. - PTCiptajaya — Site Acauisition Tangerang 2024". 2006 2006. - 40.005 na Sejahtera services, Regency - through Abadi (“CSA”) — telecommunications MSI tower construction services, telecommuincations tower maintenance services, construction and maintenance for fiber optic network or Fiber-to-the-home (FTTK), and telecommunications infrastructure manufacturing works Note: g na ( businessactivities detusy carled oi Ey each Subsidiary Company Summary of Company Financial Data .. - . The Consolidated Financial Statements of the Company for the year.ended 31 December 2025 have: “ ::- been.audited based on auditing standards established by IAPI, as stated' in the independent auditor's - .. «. report No. 00369/2.1505/AU.1/06/1561-2/1/11/2026 dated March 30, 2026 signed by Benediktio Salim, CPA (Public Accountant Registration No. AP.1561) as Public Accdunt responsible from by KAP Purwantono, Susanti & Surja '(a member firm of Ernst & Young Global Limited) with an unmodified' opinion. : Summary of the Company's consolidated financial statements is as follows: . PAN Nana PT Tower Bersama Infrastructure, Tbk Gedung Tha Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 10 LRGA 8 JL HR. Rasuna Said, Jakarta Selatan 12940 CERTIFIEO Tel 62 212924 8900 sewaan E--4 Fax 1462 21 2157 2015
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Unofficial English Translation " aa NN LI - TOWER at AMA / N Group Consolidated Statement of Financial Position (in million Rupiah) 31 December 2024 2025 Assets Current Assets 4,874,261 3,111,787 Non-Current Assets 42,442,085 43,135,481 Total Assets 47,316,346 46,247,268 Liabilities and Eguity . Current Liabilities 28,300,859 — 16,324,158 Non-Current Liabilities 13,449,964 — 17,197,753 Total Liabilities . 36,750,323 33,521,911 Eguity : " 10,565,523 — 12,725,357 Total Liabilitiesand Eguity . . 47,316,346 -46,247,268 Consolidated Statement of Profit or Loss and Other Comprehensive Income : - " lin million Rupiah) For the year ended 31 December 2024 2025 Revenue NN 6,867,339 6,909,629 Gross Profit . 2 4,926,187 4,963,142 Income from Operations 4,318,756 4,349,468 Income before Final Tax and Income Tax 2,117,283 2,194,296 Income before Income Tax PN 1,476,550 1 1,609,123 Net Profit for Current Year " 1,423,035 1,485,562 Total Comprehensive Income for the Current Year : 10,536 2,221,993 Basic Earnings Per Share Attributable to : The Eguity Holder of Parent Company (full amount) i 60.4 63.7 EBITDA : 5,869,273 5,940,527 Consolidated Statement of Cash Flows " (in million Rupiah) For the year ended 31 December 2024 2025 Cash Flows from Operating Activities , - Net Cash Flows Provided by Operating Activities 5,129,477 5,224,152 Cash Flows from Investing Activities 2 " . Net Cash Flows Used in Investing Activities (2,525,371) (2,562,817) Cash Flows from Financing Activities Net Cash Flows Used in Financing Activities (1,929,084) (3,402,922) Effect from Changes in Foreign Exchange Rate on Cash and 6,033 8,056 Cash Eguivalents Net Increase (Decrease) on Cash and Cash Eguivalents 681,055 (733,521) Cash and Cash Eguivalents at the Beginning of Year 800,857 1,481,912 Cash and Cash Eguivalents at the End of Year "1,481,912 748,391 PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 11 IRGA JI. H.R. Rasuna Said, Jakarta Selatan 12940 . camnt |£ (9 Telp : t62 21 2924 8900 bana ba Fax 1462 212157 2015
Page 13 OCR 0.655
pen NM, TOwER S BERSAMA AN sroup Unofficial English Translation Han ga ih important Ratios ae 31 December 2024 2024 GROWTH RATIO (#6) Revenue . 3.479 0.64 Gross Profit 4.076 0.84 Income from Operations : 2.04 0.796 Net Profit for Current Year : (12.34) AAh Total Comprehensive Income for the Current Year . (99.56) 20989:546 EBITDA Kan 2.596 1215 Total Assets po 171 (2.396) Total Liabilities har Ka 7596 (8.896) Total Eguity Pa ag 8 (14.54) 20.AK BUSINESS RATIO (K) Kidal Hera Gross Profit/Revenue —- Se IK 71.84 Income from Operations/Revenue " 1 6219 . 62.91 Net Profit for Current Year / Revenue 20.74: | 215h Total Comprehensive Incorne for the Current Year / Revenue: - 2 0296... 1 132.296 1 0 ata at EBITDA/Revenue . MA 85,5 36.076 Net Profit for Current Year / Total Eguity pa 110113586 1, IK Net Profit for Current Year / Total Eguity ba . 3.01 320 FINANCIALRATIO (x) PEN NAN NNn ana Current Assets / Current Liabilities Hanana ana pe Oka 02x Total Liabilities / Total Eguity Tai . LD L5X 2.6x Total Liabilities / Total Eguity an Ke 08K 0.7x PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantat 11 Kawasan Rasuna Epicentrum 12 Tran JI. H.R. Rasuna Said, Jakarta Selatan 12940 ceme Telp : 462 21 2924 8900 2 ea Fax 1462 21 2157 2015
Page 14 OCR 0.873
Unofficial English Translation “ an . NA, TOWER ““ & BERSAMA ". INTRODUCTION 2 : 7 UP This Information Disclosure is presented to the Shareholders of the Company in relation to the Company's plan to issue Notes in foreign currency with an aggregate principal amount of up to USD 900,000,000 (nine hundred million United States Dollars), with the provision that the issuance will-be carried out bythe Company in 1 (one) or several issuances within a period of 12 (twelve) months from the date of approval obtained from the General Meeting of Shareholders to be held on June 9, 2026, as stated in this Information Disclosure. Furthermore, the Transaction Plan will be executed in accordance with applicable laws and regulations, jneluding the applicable regulations in the Capital Market sector. Background The Transaction Plan is an effort to obtain foreign currency funding with a total-principal amount of Up to the eguivalent of USD 900,000,000 (nine hundred million US Dollars) to be issued in 1 (one) or . Multiple issuances as mentioned above. The proceeds will be used by:the Company itself or channeled- to its Subsidiary Entities, through intercompany loans and/or eguity investments,:to.settle maturing ». :- - debt obligations-and early repayments on lIoans, where the loanagreements do not prohibitsuch early: - « ' repayments or to finance future business expansion-plans and to' support 'the Company's.overall funding needs. Detail on the-planned use of proceeds'from Transaction Plan can be read in the Chapter” Brief Description of the Transaction part Use of Proceeds... : - The issuance of Notes is for parties not affiliated with the Company, which is global investors, so the issuance of Notes is not an Affiliated Transaction and there is no Conflict of Interest as referred toin —» POJK No. 42/2020. The funds obtained from the issuance of Notes will be used to make early prepayment on the Company's debt or Subsidiaries' debt that do not have better conditions than.the issuance reguirements of Notes in the Transaction Plan which could-be in terms of (i) tenor, (ii) fixed or floating interest rates (ili) interest payment period: (iv) bullet or amortizing. principal repayment:.or (v)other relevant restrictions, as well as to expand and diversifythe creditor base so that the Company has broader access to raise funds to support the future growth of the Company's business group. The Company can also maximize the use of funds obtained-from the Transaction Plan considering the payment of the entire principal of the loan at the end of the Notes period without any amortization - . during the Notes period. Coupon payments from the Notes will also-be paid semi-annually, compared to monthly and three-monthly interest payments for syndicated loan facilities. Additionally,-a fixed - interest rate Will reduce hedging costs compared to floating interest rates under syndicated loan facilities, thereby making funds available for future growth. If there are no debts to be settled that have worse conditions than the issuance reguirements of Notes in: the. Transaction Plan or the remainder of the early prepayment of the loan menticned above can'-be used to finance the Company's business expansion in the future and support the Company's general funding needs. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 13 tran || £ Jl. H.R. Rasuna Said, Jakarta Selatan 12940 cmn (| (9) Telp 1462 21 2924 3900 anom | | AA Fax 1462 21 2157 2015
Page 15 OCR 0.917
Unofficial English Translation " NN 4 - TOWER Pa AMA AN sroup Compliance with Applicable Capital Market Regulations The Company's Transaction Plan is a Material Transaction as defined in POJK No. 17/2020, where the maximum principal amount eguivalent to USD 900,000,000 (nine hundred million United States Dollars) and based on the Bank Indonesia middle rate on December 31, 2025, which was Rp 16,782 Isixteen thousand seven hundred eighty two Rupiah), hence eguivalent to Rp 15,103,800,000,000 (Fifteen trillion one hundred three billion eight hundred million Rupiah). Thus, the value of the Transaction Plan reaches 118.796 (one hundred eighteen point seven percent) of the Company's eguity value based on the Company's Financial Statements as of December 31, 2025, audited by Purwantono, Susanti dan Surja Public Accountant Office with an unmodified opinion, as stated in independent auditor's report. No. 00369/2.1505/AUV.1/06/1561-2/1/11/2026 dated March 30, 2026 signed by Benediktio Salim, CPA, which amounted to Rp 12,725,357,000,000 (twelve trillion seven hundred twenty-five billion three hundred fifty-seven million Rupiah). Since the value of the Transaction Plan exceeds 504 (fifty percent) of the Company's eguity value as explained above, the Transaction Plan is a Material Transaction.that can only be executed after " obtaining prior approval from the General Meeting of Shareholders (GMS) as stipulated in Article 6 paragraph (1) letter d of POJK No. 17/2020. The Transaction Plan is to obtain financing for the Company's own use or to be channeled to the Subsidiaries, through intercompany loans and/or capital injections, to settle maturing debt obligations and early prepayment of loan, or to finance future business expansion plans and support the: : Company's general funding needs, is not a transaction involving Conflict of Interest as defined in Article 1 paragraph (4) of POJK No. 42/2020. If the Company's use of proceeds is to be channeled to the Subsidiaries, through intercompany loans and/or capital injections, which is an inseparable transaction from the issuance of.Notes and will be executed in accordance with the provisions of POJK No. 42/2020 and POJK No. 17/2020. This Information Disclosure is made in accordance with Article 6 paragraph (1) letter d of POJK No. 17/2020, to.obtain approval for the Transaction Plan to be reguested for approval at the Company's General Meeting of Shareholders to be held on Tuesday, June.9,-2026, 10:00 AM - finish. The plan issuance of Notes, in foreign currency with a total principal amount of up to eguivalent to USD 900,000,000 (nine hundred million United States Dollars), wil! consider the best conditions to be obtained by the Company in line with the Company's plan to obtain financing for the development of the Subsidiaries' business and to expand and diversify the creditor base. Apart from the listing approval from the Singapore Stock Exchange, no other approvals from government bodies or institutions are reguired other than approval from the Company's General Meeting of Sharehoiders as disclosed in this Information Disclosure. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 14 ROA Jl. H.R. Rasuna Said, Jakarta Selatan 12940 Kd Telp :462 21 2924 8900 Fax 1462212157 2015
Page 16 OCR 0.904
Unofficial English Translation — . NN t TOWER ". BERSAMA / V croup “. BRIEF DESCRIPTION OF THE TRANSACTION 1. OBJECT The Company's plan to issue Notes in foreign currency with an aggregate principal amount up to eguivalent to USD 900,000,000 (nine hundred million United States Dollars) is based on the condition that the issuance will be carried out by the Company in one or multiple issuances within 12 (twelve) months from the date of approval by the General Meeting of Shareholders (GMS) to be held on June 9, 2026, as stated in this Information Disclosure. The Notes will only be offered to Initial Purchasers, which will be announced on the Company's website (www.tower-bersama.com) and the Indonesia Stock Exchange (www.idx.co.id) no later than-2 (two) business days afterthe completion of the.Notes issuance. Following the issuance, the Notes will be listed on the Singapore Stock Exchange, and the execution of the Notes purchase transactions can proceed as long as they do not conflict with or violate the-laws of the countries of the parties involved in purchasing the Notes. The Company will issue the Notes in compliance with the listing reguirements of the Singapore Stock Exchange, however, if circumstances arise .. later that prevent the Notes from being listed on the Singapore Stock Exchange, the issuance of the Notes will be canceled. The Company will seek alternative financing options in accordance with applicable regulations. : As of'today, the Company has issued: (i) Global Notes amounting to USD 300,000,000 (three- : - -. hundred million United States Dollars) which were prepaid in May 2017, (ii) Global Notes amounting to USD 350,000,000 (three hundred fifty million United States Dollars) which were prepaid in February 2021: (lii) Global Notes amounting to USD 350,000,000 (three hundred fifty million United States Dollars) which were paid off. on January 17, 2025: (iv) Global Notes amounting to USD 300,000,000 (three hundred million United StatesDollars) maturing on January. " 20, 2026, and (v) Global Notes amounting to USD 400,000,000 (four hundred million United States ' Dollars) maturing on May 2, 2027, all of which have been listed on the Singapore Stock Exchange. Therefore, the Company is confident that the upcoming Notes issuance will also be eligible for listing on the Singapore Stock Exchange. The listing of Notes on the Singapore Stock Exchange will instill market confidence regarding compliance with the listing reguirements of the Singapore Stock Exchange. Based on the agreements related to the provision of bank loan facilities where the Company is the borrower, the Company is not reguired to obtain prior approval or notification from the bank if. the Company complies with the conditions related to permitted debt, which is any debt that, when incurred, will not cause or continue an event of default. . Thus, the Company will ensure that it always complies with the terms of these agreements to avoid a default event when the Notes are issued. In carrying out the Transaction Plan, the Company will comply with applicable laws and regulations, including reporting to Bank Indonesia based on the provisions of Bank Indonesia Regulation No. 16/22/PBI/2014 regarding Reporting of Foreign Exchange Activities and Reporting of Activities to Implement Prudent Principles in Managing Non-Bank Corporate External Debt and . Bank Indonesia Regulation No. 21/2/PBI/2019 regarding Reporting of Foreign Exchange Activities. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 15 TRaa BH R. Rasuna Said, Jakarta Selatan 12940 ceRmirien
Page 17 OCR 0.882
Unofficial English Translation — " ' NN t TOWER s1 BERSAMA To date, the Company has never defauited or restructured its debt in the LAN RO UP contracts of the Company and its Subsidiaries with telecommunication operator customers provide certainty regarding the revenue that will be received in the future. Revenue derived from , long-term lease agreements from tower rentals provides a high degree of certainty for recurring revenue streams, with the typical tower lease agreement term of 10 years. As-of December 31,- 2025, the contracted revenue to be received from tenants for all types of leases is Rp 35.7 trillion, while the Company's total loans, where the USD portion has been hedged,.measured using. its hedged exchange rate, amounted to Rp 29.3 trillion. The contracted revenue is sufficient to cover the Company's totat loans. - The Company recognizes the market risk arising from fluctuations of the Rupiah against the US Dollar, hence the Company has entered into hedge contracts aimed at hedging the uncertainty of foreign exchange fluctuations arising from the principal and interest of the Company's loans. Currently, the Company conducts hedging activities.against foreign currency exposure through forward contracts and foreign exchange swap contracts with international financial institutions- As of December 31, 2025, the Company had 90 hedge contracts with a notional amount.of USD - 1.2 billion: — Here isa brief description of the Notes to be issued: .. a. Issuer. The Company. The brief: “description of the Company has been disclosed in Chapter of this Information Disclosure. : - b. Security . The Notes to be issued will be unsecured. Cc. Size The Notes issuance plan by the Company in a foreign currency with a maximum principal amount eguivalent to USD 900,000,000 (nine hundred million-United States Dollars)-and: based onthe Bank Indonesia middle rate on December.31, 2025, which was Rp 16,782 /sixteen:. thousand seven hundred eighty two Rupiah), hence eguivalent to Rp 15,103,800,000,000 (Fifteen trillion one hundred three billion eight hundred million Rupiah). Thus, the value of the Transaction Plan reaches 118.79 (one hundred eighteen point seven percent) of the Company's eguity value based on the Company's Financial Statements as of December 31, 2025, audited by Purwantono, Susanti dan Surja Public Accountant Office with an unmodified opinion, as stated in independent auditor's report No. 00369/2:1505/AU.1/06/1561- 2/1/11/2026 dated March 30, 2026 signed by Benediktio Salim, CPA, which amounted to Rp-. 12,725,357,000,000 (twelve trillion seven hundred twenty-five billion.three hundred fifty- ' seven million Rupiah). Since the value of the Transaction Plan exceeds 5096 (fifty percent) of the Company's eguity value as explained above, the Transaction Plan isa Material Transaction that can only be executed after obtaining prior approval from the General Meeting of "- . Shareholders (GMS) as stipulated in Article 6 paragraph (1) letter d of POJK No. 17/2020. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 16 LRGA H H.R, Rasuna Said, Jakarta Selatan 12940 cam Telp : 462 21 2924 8900 Fax 1462 21 2157 2015
Page 18 OCR 0.829
Unofficial English Translation — mn ea . NW, « TOYER p. ERSAMA / N GROUP d. Principal Payment Due Date KN SNN kan ad The maturity date for the principal debt is a maximum.of 10 years from the issuance date of each Notes. e. Interest Maximum 84 (eight percent) per year with fixed interest for each Notes issued. The determination of the maximum interest rate of 896 (eight percent) is based on the prevailing | » market interest rate, which is an interest cost that can still support the Company's operational - activities. f. Interest Payment Date aa Every 6 (six) months or other period as agreed by all parties. : . ana t, B. Covenants Regarding the Transaction Plan, the covenants will be stated in the Offering Memorandum'to”” «.. be issued in connection with the issuance of Notes, including but not limited to the following?» ... “ » -encumbering some or all of its assets and properties to secure payment. of:-a-debt “instrument or payment of other obligations under a debt instrument. :- - bata ..& selling or disposing of all ora substantial part of the Company's assets.. . e directly or indirectly engaging in a merger or consolidation with-another party. . KN Ka The Company is obliged to comply with the covenants and/or terms and conditions as-set forth in the offering memorandum. The Company will ensure that in.setting the:terms, there” are no restrictions that would hinder the Transaction Plan-and disadvantage t$ the rights of public shareholders (including restrictions on dividend distribution)..: , 2. VALUE OF TRANSACTION PLAN era Value of the Transaction Plan of Notes issuance in foreign currency with a maximum principal . - amount eguivalent to USD 900,000,000 (nine hundred. million United States Dollars) and based on the Bank Indonesia middie rate on December 31, 2025, which was: Rp 16,782 (sixteen- : thousand seven hundred eighty two Rupiah), hence eguivalant to Rp 15,103,800,000:000 (fifteen triilion one hundred three billion eight hundred million Rupiah). Thus, the value ofthe Transaction Plan reaches 113.744 (one hundred eighteen. point seven percent) of'the - -: - - Company's eguity.value based on the Company's Financiat-Statements.as of December. 31,.: . 2025, audited by Purwantono, Susanti dan Surja Public Accountant Office with an unmodified opinion, as stated in independent auditor's report No. -00369/2.1505/AU:1/06/1561-. 2/1/11/2026 dated March 30, 2026 signed by Benediktio Salim, CPA, which amounted to Rp 12,725,357,000,000 (twelve trillion seven hundred twenty-five billion three hundred fifty- seven million Rupiah). Since the value of the Transaction Plan exceeds 504 (fifty percent) of the Company's eguity value as explained above, the Transaction Plan isa Material Transaction. that can only be executed after obtaining prior approval from the General Meeting. of. Shareholders (GMS) as stipulated in Article 6 paragraph.(1) letter d'of POJK No. 17/2020." .....- PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TI), Lantai 11 Kawasan Rasuna Epicentrum 17 Jl. H.R. Rasuna Said, Jakarta Selatan 12940 ERTIR Telp 1462 212924 3900 Fax 1162 21 2157 2015
Page 19 OCR 0.880
Unofficial English Translation . 0 ai te TOWER "» BERSAMA 3 PARTIES INVOLVED IN THE TRANSACTION PLAN FI V GROUP a. The.Company (Issuer). b. Investor and Initial Purchasers which are the purchasers, whose details will be known before the bookbuilding period, is the initial purchasers who indicate the amount of Notes to be purchased and the desired interest rate to obtain an indication of the amount of Notes to be issued in the offering. The Initiat Purchasers are the party responsible for purchasing the Notes to be issued by the Issuer and subseguently reselling them to investors on a limited basis and not through a public offering, in accordance with applicable regulations in both the Indonesia and Singapore capital markets, where the Notes will be listed. These Notes are not to be distributed in Indonesia and are not to be Offered or sold in Indonesia, to Indonesian citizens or residents, in a manner that constitutes an issuance without a public offering under OJK Regulation No. 30/POJK.04/2019 dated November 29, 2019 regarding the Issuance of Debt Securities and/or Sukuk Conducted Without a Public Offering. These Notes are also not to be offered “or sold through a public offering as regulated under the Capital Market Law and its- implementing regulations. Below is the brief descirption of Parties Involved in the Transaction Plan: di) The Company or Issuer : band Brief description of the Company has been disclosed in the Chapter | of this Information Diclosure. : “Mii) Initial Purchasers Initial purchasers means parties who indicate the amount of Notes to be purchased and the'desired investors' interest rate, during the bookbuilding process, in order to obtain an indication of the amount of Notes to be issued in the offering. The Initial . Purchasers are parties responsible for purchasing the Notes to be issued by the Issuer and subseguently reselling them to investors. Information about the Initial Purchasers- will be-announced through the Company's website (www.tower-bersama.com) and .- - the Indonesia Stock Exchange website (www.idkx.co.id) no laterthan 2 (two) business. : . “days after the issuance of the Notes as reguired by Article 20 paragraph (2) POJK No. . 17/2020. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TC), Lantai 11 Kawasan Rasuna Epicentrum 18 LRGA 8 Jl. H.R. Rasuna Said, Jakarta Selatan 12940 Cerme | Telp : 462 21 2924 8900 -. uas Fax 1462 21 2157 2015
Page 20 OCR 0.893
Unofficial English Translation The Transaction Plan Overview Fund Flow of the Transaction Plan are as follows: Initial Purchasers Investors Oon @ The Company (Issuer) @ “ Subsidiaries Description: . The Company issues Notes to be offered to Investors through Initial Purchasers. The Company receives the proceeds of the offering of Notes from Initial Purchasers. Initial Purchasers sold the Notes to Investors Initial Purchasers receive proceeds from the sale of the Notes from Investors. The Company pays interest and at maturity to pay the principal of the Notes to Investors. The Company may chanel proceeds from the offering of Notes from Investors to the Group of Subsidiaries either through intercompany loans and/or eguity participation. DPN 4. USE OF PROCEEDS - Benefit of the Transaction Plan to the Company . Kan The Company has conducted its business activities in line with the provision of Integrated Telecommunication Infrastructure Services through its Subsidiaries. As part of its business development, the Company reguires funding to expand and diversify its creditor base, thus allowing the. Company broader access to fundraising to support the future growth of its business group. In this regard, the Company will utilize the funds received from the issuance of Notes to repay. ' the principal and/or interest of the Company's and Group | of Subsidiaries' debts that are due and early prepayment of debts. PT Tower Bersama Infrastructure, Tbk. Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 19 Jl. H.R. Rasuna Said, Jakarta Selatan 12940 Telp : 162 212924 8900 Fax 1462 21 2157 2015
Page 21 OCR 0.838
Unofficial English Translation Petai " AA TOWER ss £ BERSAMA The Company has the flexibility to use various financing instruments, Be AN (GROUP . loans in Rupiah, Rupiah bonds, and USD-denominated notes, which can be used to execute the Company's business plans, including the early repayment of the Company's debts.The Company will continue to seek and utilize the most efficient funding sources, allowing the - composition of financing to change over time depending on market conditions at that time: ' Additionally, with the funds received from the Transaction Plan, the Company can achieve efficiency by settling debts held by the Company and Group of Subsidiaries that have conditions and terms less favorable than the funding obtained through the Transaction Plan, i.e., the plan issuance of Notes by the Company. The repayment of principal debts, both at the Company level and its subsidiaries, will improve the Company's liguidity sincethe Notes to.-be issued by the Company will mature entirely at .the end: of-their respective periods. Furthermore, the Notes will also be used to finance the Company's general activities, “which will also enhance the Company's liguidity and profitability. na pa " The Group-of Subsidiaries as loan recipients include both those directly :and indirectly owned . by the Company, as disclosed in Chapter | of this Information Disclosure. - 0. « As previously @xplzined, the funds from the issuance of Notes will be used to settle maturing.- debt obligations and garly debt prepayments of the Company and the Group Subsidiaries, or..." to finance future business expansion plans and support the Company" s seneral funding needs, . with the following priority order: . a. Plan for settling maturing debt obligations and early debt repayments received prior:to.. the issuance of Notes, which the Company believes have terms that, compared to'the terms of the Notes to be issued, are more favorable for the' Company. As of December Sah 31, 2025,.the Company and its Group of Subsidiaries has total debt obligations of Rp” “ :30,730.7 billion (before deducting unamortized borrowing cosis), and currently, the " Company!s business group obtains debt funding as follows: . ' Syndicatiori Loon bah US$ 325 million Revolving Loan Facility " On April 18, 2023, the Company and certain subsidiaries have.entered into a 4 uss 325. po million Revolving Loan Facility agreement which will.be used for-the general funding : reguirements including but not limited to repayment of existing debt, capital - - - expenditure and financing any acguisitions which are permitted by the. Finance -. ... « Documents. As of December 31, 2025, the outstanding balance of this facility (before deduction of unamortized borrowing cost) was Rp 335.6 billion. For the year ended 31 . , December 2025, this facility bears interest ranging from 5.1296-5.834 per annum. This facility will mature in October 2029. « The loan reripiones consist of subsidiaries directly and indirectly owned bythe-Company, :- including PT Triaka Bersama, PT Metric Solusi Integrasi, PT Telenet Internusa, PT United -. Towerindo, PT Tower Bersama, PT Tower One, PT Batavia Towerindo,-PT Prima 'Media . . . .. :.. Selaras, PT Bali Telekom, PT Solu Sindo Kreasi Pratama, PT Mitrayasa Sarana Informasi, . PT Menara Bersama Terpadu, and PT Solusi Menara Indonesia. The creditors participating in this facility are BNP Paribas,: Oversea-Chinese Banking .” . -« Corporation Limited, Credit Agricole Corporate and Investment Bank, DBS Bank Limited, :. ... .. - United Overseas Bank Limited, PT Bank CIMB Niaga. Tbk, PT Bank HSBC Indonesia, PT. Bank Mizuho Indonesia, and PT Bank OCBC NISP Tbk. - : PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TC!), Lantai 11 Kawasan Rasuna Epicentrum 20 IRGA 8 Jl H.R. Rasuna Said, Jakarta Selatan 12940 . came (PG) | Telp :462 21 2924 8900 ba | G2 Fax 1462212157 2015
Page 22 OCR 0.748
Unofficial English Translation : NN 4 - TOWER » BERSAMA #N Group Non-Syndication Loans As of December 31, 2025, the outstanding balance of this non-syndication facility (before deduction of unamortized borrowing cost) was Rp 8,222.4 billion, with detail as follows: Balance as of Creditors | Agreement Date Maturity Total Facility Dec 31, 2025 (Rp million) pe (Rp million) N December 29, 2022 PT Sari DB$ aslastamendedon | December31, 2025 Rp 050,000 or - asia December 17, 2025 | Pa December 4, 2023 as Bank Ma last amended on Oecember 3, 2026 Rp 1,000,000 - ersero December 4, 2025 . . » V June'5, 2023 as last aan An (Hong “| smended onMarch | june 18, 2026 Rp 750,000 Rp 750,000 8, : 16, 2026 October 31, 2018 as - last.amended on March 16, 2026 (PT Gihon Telekomunikasi March 31, 2027 Rp 300,000 Rp 157,500 Indonesia Tbk, Company's subsidiary) PT Bank UOB Indonesia Novernber 9, 2020 as : last amended on Aprit28,2025 (PT | ApHi30, 2026 Rp 100,000 . Permata Karya ” | Perdana, Company's subsidiary) May 29, 2023 as last amended by May 29, 2026 Pn 20 pang On Rp 800,000 September 18, 2025 Kead Lani December 18, 2023 PT Bank Miauho 'aslastamendedon | July 11, 2026 Pp 3O0,000 Or Rp 1,100,000 k July 11, 2025 a . November 28, 2023 PT Bank TBC aslastamendedon | April30, 2026 Rp 200,000 Or USD Rp 250,000 1 January 21, 2026 9 . May 23,2023, as last PT Bank BNP Paribas |» mendedon October ! October 31, 2026 Rp 1,000,000 Rp 621,987 Indonesia 27, 2025 May 11, 2023 as last PT Bank HSBC amended on August | May 11, 2026 Rp 500,009 or USD Rp 200,000 ones 28, 2025 9 PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI, Lantai 11 Kawasan Rasuna Epicentrum 21 . LRGA Il. H.R. Rasuna Seid, Jakarta Selatan 12940 ka Telp : 462 21 29243900 Semen | | Fax 1462 21 2157 2015
Page 23 OCR 0.830
Unofficial English Translation Aa 4 - TOWER “, & BERSAMA WN ROUP Creditors Agreement Date Maturity Total Facility Dec 31, 2025 (Rp million) ng (Rp million) May 24, 2023, as last PT Bank Maybank amended on July10, | May 24, 2026 Rp 750,000 or non - Indonesia Tbk Rp eguivalent 2025 September 7, 2023 (PT Gihon PT Bank KEB Hana Telekomunikasi 5 (five) years since Indonesia Indonesia Tbk, first drawdown Rp 200,000 Rp 115,395 Company's subsidiary) PTBankKEBHana | Oo eoper28,2025 | Octobe 28, 2028 Rp 300,000 Rp 300,000 Indonesia PT Bank Rakyat December 19, 2024 Indonesia (Persero) | aslastamendedon | December 19, 2026 Rp 500,000 - Tbk - January 27, 2026 May 13, 2024 as last amended on March 130, 2026 (The “Company, PT . Unicom Muda Utama June 30, 2026 Rp 350,000 Rp 118,000 PT Bank CIMB Niaga | dan PT Permata Tbk Karya Perdana, Company's . subsidiary) August 25, 2025 March 31, 2028 Rp 350,000 : March 28, 2024, as Rp 800,000 or USD P1 Bank Danamon last amended on March 28, 2028 eguivalent - I February 20, 2026 September 25, 2024, . Citibank N.A aslastamendedon | september25,2026 | $@ 000,000 or - -. 1 september25, 2025 | May 15, 2023 as last amended on July 1, PT Bank Negara 2025 ana, Company Indonesia (Persero) May 14, 2028 Rp 3,000,000 Rp 835,111 Tbk Muda Utama, : “Company's subsidiary) September 18,2024 | September 18, 2025 Rp700,000 Rp 666,667 as lastamended on " August 26, 2025 December 22, 2020 May 13, 2026 Rp 50,000 Rp 5,208 PT Bank ONB as last amended on Indonesia Tbk July 29, 2025 (PT March 19, 2028 Rp 50,000 Rp 28,125 Gihon Telekomunikasi 5 years excluded 1 Rp 200,000 Rp 80,000 Indonesia, year of Time Company's withdrawal Credit subsidiary) Facility PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 22 TRGA 8 JI H.R, Rasuna Said, Jakarta Selatan 12940 Cemmeata Telp :462 21 2924 8900 meme | (AKAP Fax :462 21 2157 2015
Page 24 OCR 0.880
Unofficial English Translation pen antn ta ba TOWER - ka BERSAMA PA SROY P Total Facility Balance as 01 Creditors Agreement Date Maturity (Rp million) Dec31,2025 (Rp million) Rp350,000 or Rp 100,000 PT Bank ICBC January 9, 2025 as eguivalent in N last amended on January 9, 2027 Mai Indonesia Renminbi December 19, 2025 March 18, 2025 as last amended on March 18, 2027 USD 80,000,000 Rp 503,460 March 12, 2026. Bank of China (Hong Kong) Limited February 28, 2025 (PT Gihon Telekomunikasi PT Bank Permata Tbk Indonesia Tbk, April 8, 2030 Rp 200,000 Rp 200,000 Company's subsidiary) PT Bank Maspion - indonesia Tbk July 30, 2025 July 30, 2026 Rp500,000 Rp500,000 PT Sarana Multi Infrastruktur . November 18, 2025 November 18, 2032 Rp 975,000 Rp 975,000 (Persero) Long-term Notes As of December 31, 2025, the outstanding balance of the Company's and its subsidaries' long-term notes (before deducting unamortized borrowing costs) was Rp 20,882.7. billion, with detail as follows: 2.754 Senior Unsecured Notes amounted to US$ 300 million ' On January 20, 2021, the Company issued 2.759 Senior Unsecured Notes (“2026 usb Notes”) with an aggregate value of USD300 million. The 2026 USD Notes bearinterest at 2.754 per annum, payable on January 20 and July 20 each year, commencing on July 20, 2021. The 2026 USD Notes will mature on January 20, 2026. 2.804 Senior Unsecured Notes amounted to US$ 400 million On November 2, 2021, the Company issued 2.80X Senior Unsecured Notes (“2027 USD Notes”) with an aggregate value of USD400 million. The 2027 USD Notes bear interest at 2.804 perannum, payable on May 2 and November 2 each year, commencing on May 2, 2022. The 2027 USD Notes will mature on May 2, 2027. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 23 LRGA 8 Jl. H.R, Rasuna Said, jakarta Selatan 12940 aan Telp : 462 21 2924 8900 Fax 146221 2157 2015 5
Page 25 OCR 0.889
. NM, Tower 1 BERSAMA OK ve GROUP Notes in Rupiah: Continuous Bonds Vi Phase | : , On July 11, 2023, the Company issued Continuous Bonds VI Tower Bersama Infrastructure Phase I Year 2023 with Fixed Interest Rate (“Continuous Bonds VI Phase 1”). The Continuous Bonds VI Phase I have a total principal amount of Rp 1,500 billion consisted of: 1. Series A Bonds of Rp 1,000 billion at a fixed interest rate of 5.905 per year and atenor of 370 Calendar Days. 2. Series B Bonds'of Rp 500 billion at a fixed interest rate of 6.254 per year and a tenor of 3 years. The Company fully paid this Continuous Bonds VI Phase I Series A on July 21, 2024. Therefore, as of December 31, 2025, the Company has Rp 500 billion outstanding for this Continuous Bonds VI Phase | Series B. Unofficial English Translation Ka Notes in Rupiah: Continuous Bonds Vi Phase IV - On December 3, 2024, the Company issued Continuous Bonds VI Tower Bersama Infrastructure Phase IV Year 2024 with Fixed Interest Rate (“Continuous Bonds.VI Phase. -IV”). The Continuous Bonds VI Phase IV have a total principal amount of Rp 2,000 billion consisted.of: 1. Series A Bonds.of Rp 1,243.075 billion at a fixed interest rate of 6.454 peryearand a tenor of 370 Calendar Days. 2. Series B Bonds of Rp 756.925 billion at a fixed interest rate of 6.754 per year and a tenorof 3 years. The Company fully paid this Continuous Bonds VI Phase IV Series A on December 13, 2025. Therefore, as of December 31, 2025, the Company has Rp 500 billion outstanding for this Continuous Bonds VI Phase IV Series B. Notes In Rupiah: Continuous Bonds VI Phase V On February. 12, 2025, the Company issued Continucus Bonds VI Tower Bersama Infrastructure Phase V Year 2025 with Fixed Interest Rate (“Continuous Bonds VI Phase V"). The Continuous Bonds VI Phase V have a total principal amount of Rp 2,790,345 billion consisted of: 1. Series ABonds of Rp 2,045.190 billion at a fixed interest rate of 6.8096 per year and . -a tenor of 370 Calendar Days. 2: Series B Bands of Rp 745.155 billion at a fixed interest rate of 7.005 per yearand a tenor of 3 years. , The Company fully paid this Continuous Bonds VI Phase V Series A on February 22, 2026. Therefore, as of December 31, 2025, the Company has Rp 745.155 billion outstanding for this Continuous Bonds VI Phase V Series B. Notes'in Rupiah: Continuous Bonds VI Phase VI : On March 21, 2025, the Company issued Continuous Bonds VI Tower Bersama Infrastructure Phase VI Year 2025 with Fixed Interest Rate (“Continuous Bonds VI Phase VI”). The Continuous Bonds VI Phase VI have a total principal amount of Rp 2,678 billion consisted of' 1. Series A Bonds of Rp 804.945 billion at a fixed interest rate of 7.00X peryearand a tenorof 3 years. 2. Series B Bonds of Rp 1,873.055 billion at a fixed interest rateof 7.254 per year and atenorof 5 years. As of December 31, 2025, the Company has Rp 2,678 billion.cutstanding for- this Continuous Bonds VI Phase VI. " ' PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 24 JI. H.R. Rasuna Said, Jakarta Selatan 12940 Telp : 462 21 2924 8900 Fax 1462 21 2157 2015
Page 26 OCR 0.813
Unofficial English Translation Unoffi Notes in Rupiah: Continuous Bonds VII Phase I Sana Pesan On July 8, 2025, the Company issued Continucus BondsVIt Tower Bersama Infrastructure Phase | Year 2025 with Fixed Interest Rate (“Continuous Bonds VII Phase 1”). The. Continuous Bonds VII Phase I have a total principal amount of Rp 750 billion consisted — . - of: 1. Series A Bonds of Rp 201 billion at a fixed interest rate of 6.754 per year anda tenor of 3 years. 2. Series B Bonds of Rp 549 billion at a fixed interest rate of 7.004 per year and a tenor of 5 years. As of December 31, 2025, the Company has Rp 750 billion outstanding for this Continuous Bonds VII Phase I. Notes in Rupiah: Continuous Bonds VII Phase !! oh On December 4, 2025, the Company issued Continuous Bonds VII Tower Bersama aa Infrastructure Phase II Year 2025 with Fixed Interest Rate (“Continuous.Bonds.VII Phase. TNI 11”). The Continuous Bonds VII Phase It have a total principal: amount.of.Rp 1,600 billion: .: .:. consisted of: 1. Series A Bands of Rp 347.985 billion at a fixed interest rate 2 of 5. 5096 peryearandat.. 2-1 , tenorof 3 years. 2. Series B Bonds of Rp 1,252.015 billion at a fixed interest rate ots, 854 per yearand atenorof 5 years. As of.December 31, 2025, the Company has Rp 1,600 “bilion oastonding for this La Continuous Bonds VII Phase II. Sukuk Ijarah As of December 31, 2025, the outstanding balance of the copa ny Sukuk Ijarah (before :- deducting unamortized borrowing costs) was Rp 1,350.0 billion, with detail as follows: - . Continuous Sukuk Ijarah I Phase | La an On July 8, 2025, the Company issued Continucus Sukuk. Ijarah | Tower. Bersama. . Infrastructure Phase ! Year 2025 (“Continuous Sukuk Ijarah ! Phase-1”). The Continuous Sukuk Ijarah I Phase | have a total principal amount of Rp 750 billion consisted of: 0. 1. Series A with.the remaining Ijarah of Rp 80.520 billion at an installment of Rp.67.5 .. Dara million for every Rp 1 billion per year for a tenor of 3 years. : 1. : 2. Series B with the remaining Ijarah of Rp 669.480 billion at an installment of.Rp.70./ o.: million for every Rp 1 billion per year for a tenor of 5 years. " 5 As of December 31, 2025, the Company has Rp 750 billian ousandng for this Continuous Sukuk Ijarah | Phase I. . Continuous Sukuk Ijarah I Phase II Ba On December 4, 2025, the Company issued Continuous Sukuk arah |.Tower Bersama: Dana Infrastructure Phase II Year 2025 (“Continuous Sukuk Ijarah I-Phase II”). The Continuous « . : Sukuk Ijarah | Phase II have a total principal amount of Rp 600 billion-consisted of: .. 1. Series A with the remaining Ijarah of Rp 200 billion-at an installment of Rp 55.0. million for every Rp 1 billion per year for a tenor of 3 years. an 2. Series B with the remaining Ijarah of Rp 400 billion atan Installment ofRp 58. 5 million: : - for every Rp 1 billion per year fora tenor of 5 years. : " : As of December 31, 2025, the Company has Rp" 600 bilion outstanding: sfor' tis Aapany Continuous Sukuk Ijarah I Phase II. Luh “ ni 4 PT Tower Bersarna Infrastructure, Tbk. Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 25 TRGA Jl H.R. Rasuna Said, Jakarta Selatan 12940 canew (PG): Telp 1462 21 2924 8900 1 Fax 1462 21 2157 2015
Page 27 OCR 0.816
NN, Tower ai 1 BERSAMA Unofficial English Translation N Group All the loan agreements mentioned above do not prehibit early prepayments. . If the Company receives funds from the Transaction:Plan.in.the total maximum amount. eguivalent to USD 900,000,000 (nine hundred million United States Dollars),:thesefunds wili be used to early prepayments on debts that have terms less. favorable than the.terms u. of the Notes issuance in the Transaction Plan. The terms-of-the Notes issuance will be... used as a substitute for maturing debts or those to be-early prepaid, with the condition that debt settlement will only be executed if the terms.of the debts are not better than the terms of the Notes issuance. Meta The proceeds from the issuance of these Notes will be distributed to the suksidiariesin'.-. —. -- - the form of loans that will have the same maturity date as'the-Notes, at an interest rate -:, 5 at least egual to the interest rate of the Notes, and under generally applicable-termsand” conditions, which will be determined later on an arm's length basis. If there are no debts to be settled with terms less favorable than the terms of the.Notes issuance in the Transaction Plan, or if there is a remaining amount from.the'early . repayments on the mentioned loans, these funds can-be used to finance the.Companyis business expansion: 0 b. Funding for business expansion plans (both organic -and non-organic), including capital: expenditures in the future, and supporting the Company's general funding needs. The... Company's expansion plans typically involve providing build-to-suit and collocation service schemes, which include: « # network planning # land acguisition and permits # ' infrastructure design and construction pa ta aa # network installation and project management for telecommunication towers and menuag Distributed Antenna Systems (DAS) & LX 0. e - networkexpansionand deployment programs.“ - bana # operation and maintenance of sites during the intrastructure' s leasej period, & PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 26 LRGA: JI. H.R. Rasuna Said, Jakarta Selatan 12940 Tm Telp :462 21 2924 8900 mata (bera Fax 1462212157 2015 £
Page 28 OCR 0.874
pn NM, Tower L BERSAMA Through its Group of Subsidiaries, the Company will-continue its MAN» SROUP kaga efforts to maximize the Company's value and enhance its competitive advantage, Ultimately leading to growth and prafits for the Company. To fund these business: @xpansion needs, if the funds obtained from the Notes issuance are insufficient, or for any other reason.the issued Notes cannot reach the maximum value, the Company - will seek alternative financing options. . Unofficial English Translation The use of proceeds of the Notes can be channeled to the Group of Subsidiaries through intra- company loans and/or eguity participation, which is an integral transaction to the Notes issuance and will be carried out in accordance with the provisions of POJK No. 42/2020 and POJK No. 17/2020. The estimated costs.incurred by the Company related:to the Transaction Plan, including:costs: for independent parties involved in the Transaction Plan, are approximately 14 (one percent) of the funds raised from the Transaction Plan. Therefore, afterdeducting the costs related to the Transaction Plan, the net proceeds from the Notes issuance that will be received by the . Company are estimated to be around USD 891,000,000 teight hundred ninety-one million.» .. United States Dollars). 5. EXPLANATION, CONSIDERATIONS, AND REASONS FOR THE TRANSACTION, AS WELL AS THE TRANSACTION'S IMPACT ON THE COMPANY'S FINANCIAL CONDITION 0. The Transaction Plan is an effort to obtain foreign currency funding with a total principal - amount of up to the eguivalent of USD 900,000,000 (nine hundred million US Dollars) to be. issued in 1 (one) or'multiple issuances as mentioned above.'The proceeds will be used by the Company itself or-channeled to its Subsidiary Entities, through intercompany loans and/or . eguity investments, to settle maturing debt obligations and early repayments on loans, where the loan agreements do not prohibit such early repayments or-to finance future business : expansion plans and to support the Company's overall funding needs. : With the issuance of Notes by the Company, the Company will gain additional liguidity that - will be used for settling existing and future maturing debts and financing the Company's growth in the future. Considering the fixed interest rate of the Notes and the principal. repayment that does not reguire installment during the Notes period, it-is expected that the Comipany can maximize the use of funds to enhance profit growth, thereby maximizing the Conipany' s value. The impact of issuing Notes on the Company's consolidated financial statements as of December 31, 2025, assuming that all proceeds from the Notes issuance will be used entirely for paying off existing and future maturing debts, is as follows: , : # Total assets and liabilities of the Company's consolidation wili not be affected # al funds received are used for settling existing and future maturing debts. - - aa @ Financial ratios that are affected: : " : PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (YCI), Lantai 11 Kawasan Rasuna Epicentrum 2 TRon || & Jl. H.R, Rasuna Said, Jakarta Selatan 12940 ceme (PCD Telp : 462 21 2924 8900 ma DAA Fax : 462 21 2157 2015
Page 29 OCR 0.884
Unofficial English Translation - Note: “) Interest Coverage Ratio not affected with the assumptions that financial expenses — interest will be the same before the issuance of Notes but it will extend the maturity of the Company's debt If the majority (99.546) of the use of proceeds from the issuance of the Notes will be used to repay existing and maturing debt, and a small portion (0.596) will be used to finance the Company's general activities, then the impact of the Notes issuance is as follows: (in million Rupiah) For the Year End 31 December 2025 Before Transaction Adjustment After Transaction "Revenue 6,909,629 6,909,629 Gross Profit 4,963,142 4,963,142 Income from Operations 1,349,463 4,349,458 Income before Final Tax and Income Tax 2,194,296 (4,678) 2,189,613 Net Profit for Current Year 1,485,562 - 1,480,884 Notes: Assumption of interest the before and after transaction is the same (in million Rupiah) Before Transaction . After Transaction an 31 Dec 2025 Adjustment 31 Dec 2025 Assets Current Assets 3,111,787 (4,678) 3,107,109 Non-Current Assets 43,135,481 43,135,481 Total Assets 46,247,268 46,242,590 Liabilities and Eguity Current Liabilities 16,324,158 10,502,963 Non-Current Liabilities 17,197,753 23,018,948 Total Liabilities 33,521,911 33,521,911 Eguity 12,725,357 (4,678) 12,720,679 Total Liabilities and Eguity 46,247,268 46,242,590 # Financial Ratios that are affected: Proforma Financial Ratio Before Transaction Before Transaction 31 Dec 2025 31 Dec 2025 Current Ratio (Current Asset / Current Liabilities) 0.19x 0.30x Debt Coverage Service Ratio 0.38x 0.61x Interest Coverage Ratio" 3.12x 3.11x Notes: Ka : W—ero - Proforma UP Financial Ratios Before Transaction After Transaction . . 31 Dec 2025 31 Dec 2025 Current Ratio (Current Asset / Current Liabilities) 0.19x 0.29x Debt Coverage Service Ratio 0.38x 0.61x Interest Coverage Ratio" No Impact No Impact Assumption of interest the before and after transaction is the same PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 3. H.R. Rasuna Soid, Jakarta Selatan 12940 Telp 1462 21 2924 8900 Fax 1462 21 2157 2015 28 LRGA mann | (RAGA
Page 30 OCR 0.888
Unofficial English Translation NN LI - TOWER F3 BERSAMA UP IV. INDEPENDENT PARTIES g , # 1. Martokoesoemo, Pakpahan & Rekan Public Appraisal Office In order to comply with the provisions of Article 17 paragraphs c and d of POJK No. 17/2020 regarding the obligation to present an Appraiser's Report regarding the reasonableness opinion of the Transaction Plan which has material value, the Company has appointed Martokoesoemo, Pakpahan & Rekan Public Appraisal Office (KJPP) as an independent appraiser to provide an opinion on the fairness of the Transaction Plan. In accordance with the provisions of Article 20 paragraph (2) of POJK No. 17/2020, the Transaction Plan, which involves the issuance of Notes (debt securities where the buyers of the debt securities are not yet known), the Company will announce a Summary of the Appraiser's Report no later than 2 (two) working days after the date of issuance of.the Notes. 2. Purwantono, Susanti dan Surja Public Accounting Firm The Independent Public Accounting Firm is appointed to conduct an audit based on auditing : standards established by the Indonesian Institute of Certified Public Accountants. These - standards reguire public accountants to plan and perform audits to obtain reasonable assurance. that the financial statements are free from material misstatement. The Company has appointed Purwantono, Susanti dan Surja as the Public Accountant Firm to audit and/or: review the Company's financial position for the implementation of the Transaction Plan. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 29 LRGA JI. H.R. Rasuna Said, Jakarta Selatan 12940 cempwn Telp 1162212924 8900 Fax 1462 212157 2015
Page 31 OCR 0.885
Unofficial English Translation Pon ag . RN TOWER BERSAMA / N GROUP IKA STATEMENT OF BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS 1. The Company's Board of Directors and Board of Commissioners hereby stated that: a) The Board of Commissioners and the Board of Directors of the Company (as defined below), either severally or jointly, are fully responsible for the completeness and accuracy of all information or material facts stated in this Disclosure of Information and emphasize that the information provided in this Disclosure of Information is true and there are no undisclosed material facts that may render " the material information in this Disclosure of Information become untrue and/or misleading. b) The value of the Transaction Plan for the Issuance of Notes in foreign currency with a total principal amount of up to eguivalent to USD 900,000,000 (nine hundred million. United States Dollars) based on the middle exchange rate of Bank Indonesia December 31, 2025, which was Rp 16,782 (sixteen thousand seven hundred eighty two Rupiah), hence Ke eguivalent to Rp 15,103,800,000,000 (fifteen trilllon one hundred three billion eight hundred million Rupiah). Thus, the value of the Transaction Plan reaches 118.74 (one hundred eighteen point seven percent) of the Company's eguity value based on the Company's Financial Statements as of December 31, 2025, audited by Purwantono, Susanti dan Surja Public Accountant Office with an unmodified opinion, as stated in independent - auditor's report No. 00369/2.1505/AU.1/06/1561-2/1/11/2026 dated March 30, 2026 Pa signed by Benediktio Salim, CPA, which amounted to Rp 12,725,357,000,600 (twelve trillion seven hundred twentyi-five billion three hundred fifty-seven million. Rupiah). Since the value-of the Transaction Plan exceeds 50X (fifty percent) of the Company's eguity value as : '' explained above, the Transaction Plan isa Material Transaction that can only be executed . after obtaining prior approval from the Company's General Meeting of Shareholders . (GMS). c) The Transaction Plan is an issuance of Notes where the purchasers | is not yet known, therefore information regarding: (1) The parties purchasing the Notes, . (ii) Summary of the Independent Appraiser's Report on the fairness of the. Planned Transaction, Citi) - Notes size to be issued, and tiv) The interest rate, will be announced through the Company's website (www. tower-bersama.com) and the. «« -:- Indonesia Stock Exchange website (www.idx.co.id) no laterthan 2 (two) working days after the date of issuance of the Notes as reguired in Article-20 paragraph (2) POJK No. 17/2020. "2. Furthermore the Board of Directors stated that : a) The Transaction Plan is Material Transaction as defined in POJK No: 17/2020 and: - i. does not involve any Conflict of Interest as referred to in POIK No. 42/2020, considering that the Transaction Plan is in relation to raising capital from global investors. By implementing the Transaction Plan, the Company can expand and diversify its creditor base, thus widening the Company's access to capital for future growth. The interest rate.to be set is in line with the prevailing market interest rate, with a maximum of 8x perannum. ii. does not constitute an Affiliated Transaction as defined in POJK No. 42/2020, given that the'issuance of debt securities or Notes is not intended.for affiliated parties. b) There are no restrictions that will be applied to.the Company and its Subsidiaries in'the agreements to be signed that would prejudice the rights and interests of public. . shareholders. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 30 Tren || & Jl. H.R. Rasuna Said, Jakarta Selatan 12940 semen | F 6) Telp : 462 21 29248900 ba Fax 1462 212157 2015 -
Page 32 OCR 0.828
- XM, Tower L BERSAMA ROUP. c) The planned use of proceeds from the issuarice Of.-Notes, which sah NS Subsidiaries, will be carried out in compliance with-applicable. laws. and regulations, including those in the Capital Market sector. : d) There are no specific conditions that would. prejudice public shareholders (negative convenants), including-dividend distribution, in agreements or transactions made by the Company and its Subsidiaries with other parties. e) Asof now, there have been no objections from any parties regarding the Transaction Plan. Unofficial English Translation PT Tower Bersama Infrastructure, Tbk. Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 31 ea Jl. H.R. Rasuna Said, Jakarta Selatan 12940 came || G7) Telp : 462 21 2924 8900 et Fax 1462 212157 2015 .
Page 33 OCR 0.924
Unofficial English Translation NN 1 - TOWER BE RSAMA VI. GENERAL MEETING OF SHAREHOLDERS The approval of Transaction Plan from the shareholders at the General Meeting of Shareholders (GMS) to be held by the Company on: Day/Date 1 Tuesday, June 9, 2026 Time 1 10.00 Western Indonesia Standard Time - finish Venue 1 Denpasar Room Hotel The Westin Jakarta JI. HR Rasuna Said Kav C-22 Jakarta Selatan - 12940 Online venue for 1 Access KSEI's Electronic General Meeting System (eASY.KSEI) shareholders facility at https://akses.ksei.co.id/ organized by KSEI. The agenda related to the Transaction Plan: "Approval of the plan to issue debt securities or Notes in foreign currency, with a maximum principal amount eguivalent to USD 900,000,000 (nine hundred million United States Dollars), to be issued by the Company in 1 (one) or several issuances within a period of 12 (twelve) months from the date of approval by the GMS through an offering to investors outside the territory of the Republic of “ Indonesia, which constitutes a Material Transaction under POIK No. 17/2020." The GMS will be conducted in accordance with the Company's Articles of Association, POJK No. 17/2020, POJK No. 15/2020 and POJK No. 14/2025. Therefore, for agenda items related to the plan to issue unsecured Notes, the GMS can proceed to discuss such agenda if attended by shareholders or their proxies representing more than 1/2 (one-half) of the total valid voting shares. The decision of the GMS on such agenda is valid if approved by more than 1/2 (one-half) of the total valid voting shares present at the GMS. If the guorum for the first GMS as described above is not met, then a second GMS can be held under the condition that the second GMS is valid and entitled to make decisions if attended by shareholders Or their proxies representing at least 1/3 (one-third) of the total valid voting shares. The decision made at the second GMS is valid if approved by more than 1/2 (one-half) of the total valid voting shares present at the second GMS. In the event that the guorum for attendance at the second GMS as described above is not met, then a third GMS can be held under the condition that the third GMS is valid and entitled to make decisions if attended by shareholders holding valid voting shares in the attendance guorum and decision guorum set by OJK upon the Company's reguest. Based on Article 8 and Article 9 of POJK No. 17/2020, in the case where a Material Transaction approved in the GMS has not been executed within 12 (twelve) months from the GMS approval date, the Material Transaction can only be executed again after obtaining a re-approval from the GMS. If the plan for the Material Transaction does not receive approval from the GMS, then the plan can only be resubmitted 12 (twelve) months after the non-approval GMS. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 32 TRGA JI. H.R. Rasuna Said, jakarta Selatan 12940 semur Telp 1162212924 8900 Fax 1462 21 2157 2015
Page 34 OCR 0.903
Unofficial English Transiotion NN KJ - TOWER » BERSAMA For information, here are the dates related to the holding of the GMS: / N GROUP 1 Announcement of GMS and Information Disclosure related April 30, 2026 to the Company's plan of Shares Buyback through Indonesia Stock Exchange website and the Company's website www.tower-bersama.com 2 Date of Shareholders List eligible to attend the GMS. May 13, 2026 3 Invitation of GMS through Indonesia Stock Exchange May 18, 2026 website and the Company's website www.tower- bersama.com A Amendment or Additional Information on Disclosure of June 5, 2026 Indonesia through Indonesia Stock Exchange website and the Company's website www.tower-bersama.com (if any), 2 days before GMS 5 GMS June 9, 2026 6 Summary of GMS Results through Indonesia Stock Exchange June 11, 2026 website and the Company's website www.tower- bersama.com PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 33 Iran LE JI. H.R, Rasuna Said, jakarta Selatan 12940 Carmen Telp 1462 21 2924 8900 ana Fax 1462 21 2157 2015 5
Page 35 OCR 0.898
Unofficial English Translation Ra i NN PI - TOWER » BERSAMA AN sroup VI. ADDITIONAL INFORMATION For further information regarding the above matters, you can contact the Company during business days and office hours which is from 08:30 to 17:30 Western Indonesia Standard Time at the following address: Corporate Secretary PT. TOWER BERSAMA INFRASTUCTURE Tbk. The Convergence Indonesia, Lantai 11 Kawasan Rasuna Epicentrum Jl. H.R. Rasuna Said Jakarta Selatan 12940, Indonesia Telp. 62-21- 2924 8900 Fax. 62-21-2157 2015 www.tower-bersama.com Email: corporate.secretary@tower-bersama.com PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 34 Ji, H.R. Rasuna Said, Jakarta Selatan 12940 Telp 1 462 21 2924 3900 Fax 1462 212157 2015 cermrrn
Names mentioned 86 people and organisations named in the text · linked when the evidence is strong
unresolved
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PT Tower Bt Undfficial English Translation DAA
p.4
unresolved
org
Financial Services Authority
p.4 ×2
unresolved
org
PT Banyan Mas
p.4 ×2
unresolved
person
Notary Dewi Himijati Tandika
· Notaris
p.6
unresolved
org
Minister of Law and Human Rights
p.6 ×2
unresolved
person
Jose Dima Satria
· Notaris
p.6 ×5
unresolved
org
Minister of Law
p.7 ×2
unresolved
org
PT Datindo Entrycom'as
p.7
unresolved
person
GMS
· Presiden Direktur
p.8 ×5
unresolved
org
PT United Telecommunications South
p.9
unresolved
org
PT Batavia Telecommunications South
p.9
unresolved
org
PT Prima Telecommunications South
p.9
unresolved
org
PT Mitrayasa
p.10
unresolved
org
PT Metric Investment
p.10
unresolved
org
PT Bali Telecommunications South
p.10
unresolved
org
PT Triaka Telecommunications South
p.10
unresolved
org
PT Solusi Telecommunirations South
p.10
unresolved
org
PT Menara Investment Company South
p.10
unresolved
org
PT Gihon Telecommunication WestJakarta
p.10
unresolved
org
Indonesia Tbk
p.10 ×4
unresolved
org
PT Unicom Fiber
p.11
unresolved
org
PT Global Fiber
p.11
unresolved
person
Benediktio Salim
p.11 ×5
unresolved
org
Purwantono
p.11
unresolved
org
Young Global Limited
p.11
unresolved
org
Bank Indonesia
p.15 ×7
unresolved
org
Indonesia Stock Exchange
p.16 ×7
unresolved
org
Bank Indonesia Regulation
p.16 ×2
unresolved
org
Bank Corporate External Debt
p.16
unresolved
org
PT Triaka Bersama
p.21
unresolved
org
PT Metric Solusi Integrasi
p.21
unresolved
org
PT Telenet Internusa
p.21
unresolved
org
PT United
p.21
unresolved
org
PT Batavia Towerindo
p.21
unresolved
org
PT Prima
p.21
unresolved
org
PT Bali Telekom
p.21
unresolved
org
PT Solu Sindo Kreasi Pratama
p.21
unresolved
org
PT Mitrayasa Sarana Informasi
p.21
unresolved
org
PT Menara Bersama Terpadu
p.21
unresolved
org
Corporation Limited
p.21
unresolved
org
PT Sari DB
p.22
unresolved
org
Bank Ma
p.22
unresolved
org
PT Gihon Telekomunikasi
p.22 ×2
unresolved
org
PT Bank UOB Indonesia Novernber
p.22
unresolved
org
PT Bank Miauho
p.22
unresolved
org
PT Bank TBC
p.22
unresolved
org
PT Bank BNP Paribas
p.22
unresolved
org
PT Bank HSBC
p.22
unresolved
org
PT Gihon
p.23
unresolved
org
PT Bank KEB Hana Telekomunikasi
p.23
unresolved
org
Indonesia Indonesia Tbk
p.23
unresolved
org
Permata Tbk
p.23 ×2
unresolved
org
PT Bank ONB
p.23
unresolved
org
PT Bank ICBC
p.24
unresolved
org
Bank of China (Hong
Kong
p.24
unresolved
org
PT Bank Maspion
p.24
unresolved
org
PT Tower Bersarna Infrastructure
p.26
unresolved
org
Pakpahan & Rekan
p.30 ×2
unresolved
org
TOWER BERSAMA INFRASTUCTURE Tbk.
p.35 ×2
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
Rule parser
Needs review
confidence 0.091
31 ms
13 Sep 2026 14:26
Raw output
{'appraiser_exempt': None,
'appraiser_name': '',
'assets': [],
'currency': None,
'fact_type': '',
'issuer_name': '',
'kind': 'MATERIAL_FACT',
'kjpp_name': '',
'letter_number': '',
'object_text': '',
'object_truncated': False,
'parties': [],
'pct_of_equity': None,
'reference_period': '',
'requires_rups': None,
'rups_date': None,
'ticker': '',
'transaction_date': None,
'valuation_date': None,
'value': None}