20260901_MORA_Transaksi Material Tanpa Persetujuan RUPS_32144086_lamp2.pdf

                                        I. INTRODUCTION

This Disclosure of Information is issued to comply with the provision of Articles 6 paragraph (1)
letter b. Financial Services Authority Regulation No. 17/POJK.04/2020 on Material Transactions
and Changes in Business Activities (“POJK 17/2020”), in connection with the execution of the First
Amendment Deed to the Credit Agreement between the Company as borrower, and PT Bank
Central Asia Tbk (“BCA”) as lender on 31 August 2026 (the “Credit Agreement”).

The Credit Agreement constitutes as Material Transaction under POJK 17/2020, as the additional
investment credit facility exceeds 50% of the Company’s equity, amounting to
Rp.7,914,129,155,371 (seven trillion nine hundred fourteen billion one hundred twenty-nine
million one hundred fifty-five thousand three hundred seventy-one Rupiah), as reflected in the
Company’s Annual Financial Statements 31 December 2025, which have been audited by a Public
Accounting Firm Mirawati Sensi Idris (“FS 31 December 2025”). However, the Credit Agreement
qualifies as an exempted material transaction pursuant to Article 11 letter b. POJK 17/2020.

This Disclosure of Information is also made in fulfillment of Article 8 Financial Services Authority
Regulation No. 31/POJK.04/2015 on Disclosure of Material Information or Facts by Issuers or
Public Companies.

                             II. DESCRIPTION OF THE TRANSACTION

1. Parties to the transaction
   The parties to the transaction are the Company as the borrower, and BCA, as the lender.

2. Object of the transaction
   Object of the transaction is the First Amendment Deed to the Credit Agreement, which
   provides for an increase of the additional investment credit facility with the principal amount
   of up to Rp4,000,000,000,000,- (four trillion Rupiah).

3. Value of the transaction
   The value of the transaction is up to Rp4,000,000,000,000,- (four trillion Rupiah), representing
   50,54% of the Company’s total equity based on FS 31 December 2025.

4. Principal Terms of the Credit Agreement
    1) The additional investment credit facility obtained by the Company will be used to finance
       capital expenditure (capex) for the development of homepass network, including
       Customer Premises Equipment (“CPE”), including related operational infrastructure and
       supporting facilities. The financing excludes capex for the development of Fixed Wireless
       Access (“FWA”) homepass services including CPE, and any operational infrastructure and
       supporting facilities related to FWA;
    2) The additional investment credit facility has a maximum tenor of 7 (seven) years from the
       date of execution of the Credit Agreement, including grace period of 1 (one) year;
    3) The collateral and/or the security provided under Credit Agreement, among other, a
       fiduciary security over the assets financed through the investment credit facility
       comprising homepass network assets and related equipment, together with proceeds
       insurance claim – each with a minimum security coverage value of 125% (one hundred
       and twenty-five percent) of the outstanding principle amount of the investment credit
       facility, and pledge agreement over certain bank accounts maintained by the Company
       with BCA.


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     4) During the term of the Credit Agreement, the Company is subject to certain restrictions,
        including but not limited to the following:
        a. undertaking any merger, consolidation, acquisition, or dissolution/liquidation;
        b. filing for bankruptcy or suspension of debt payment obligations (penundaan
             pembayaran utang or PKPU) with the competent autority (court); and
        c. selling and/or transferring the rights to use the trademark”MyRepublic Indonesia” to
             any other party.

  III. EXPLANATIONS, CONSIDERATIONS, AND REASONS FOR MATERIAL TRANSACTION, AND
             IMPACT THE TRANSACTION ON THE COMPANY’S FINANCIAL CONDITION

This transaction is part of the Company’s long-term financing strategy to support the expansion
of homepass network including CPE, including related operational infrastructure and supporting
facilities, and to accelerate the development of digital connectivity across Indonesia, particularly
in strategic important regions.

The materialiality assesment of the transaction was conducted based on the FS 31 December
2025, which reflected the Company’s financial position prior to the merger that became effective
on 22 April 2026.

In addition to preserving the Company’s liquidity capacity, which is expected to support
operational continuity and financial stability, the additional investment credit facility will increase
the Company’s financial obligations within the leverage ratio permitted under the Company’s
existing financing agreements are as follows:

1. Deed of Trustee Agreement for Sustainable Ijarah Sukuk II Moratelindo Phase I Year 2023
   No. 78 dated 27 March 2023 as amended from time to time; and
2. Deed of Trustee Agreement for Sustainable Ijarah Sukuk II Moratelindo Phase II Year 2024
   No. 41 dated 15 December 2023 as amended from time to time.

The Company has also obtained the required written approvals from its other creditors to execute
the Credit Agreement, in accordance with the relevant provisions of its existing financing
arrangements.

      IV. STATEMENT OF THE BOARD OF COMMISIONERS AND THE BOARD OF DIRECTORS

The Board of Directors hereby declares that the execution of the Credit Agreement does not
constitute an affiliated party transaction for the Company as defined under Financial Services
Authority Regulation No. 42/POJK.04/2020 on Affiliated Party Transaction and Conflict of Interest
Transaction.

The Board of Commissioners and the Board of Directors hereby declares that the execution of the
Credit Agreement does not involve any conflict of interest. To the best of their knowledge and
belief, all material information related to this transaction has been disclosed in this Disclosure of
Information and such information is not misleading.




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                                V. ADDITIONAL INFORMATION

Shareholders requiring further information regarding this Disclosure of Information may contact
the Company during the Company’s business days and business hours at the following:

                                      Corporate Secretary
                                 PT Ekamas Mora Republik Tbk
                                          Head Office:
           Grha 9, Jl. Penataran Nomor 9, Pegangsaan Sub-district, Menteng District
                                Central Jakarta, 10320 Indonesia
                           Telp. (021) 3199 8600 Fax. (021) 314 2882
                               Website: www.morarepublic.co.id
                               Email: corsec@morarepublic.co.id


                                      Yours faithfully,
                           The Board of Directors of the Company




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