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Page 1 OCR 0.931
Unofficial English Translation
INFORMATION TO SHAREHOLDERS
IN RELATION TO SHARES BUYBACK PLAN OF
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 23, 2024 (“Disclosure of Information”). The Board of
Commissioners and the Board of Directors of the Company, 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 Disclosure of Information 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.
OX. TOWER
L BERSAMA
NX 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:
18 kantor regional yang terletak di Banda Aceh, Medan, Pekanbaru, Palembang, Padang, Lampung, Jakarta, Banten,
Bandung, Semarang, Surabaya, Denpasar, Balikpapan, Banjarmasin, Pontianak, Manado, Makassar dan Papua
The Company hereby notifies the shareholders of the Company that the Company plans to conduct a shares buyback of the
Company's shares issued and listed on the Indonesia Stock Exchange ("IDX") up to 1.754 (one point seventy five percent) of the
total issued and fully paid-up capital or a maximum of 396,500,000 (three hundred ninety six million five hundred thousand)
shares of the Company (“Shares Buyback") to be carried out gradually over a period of up to 12 (twelve) months from the
approval of the Sharers Buyback by the Company's General Meeting of Shareholders in accordance with the Company's Articles of
Association, Law No. 40 of 2007 regarding Limited Liability Companies ("Company Law"), as amended by Law No. 6 of 2023 related
the Enactment of Government Regulation in Lieu of Law No. 2 of 2022 regarding Job Creation into Law dated March 31, 2023”),
and Financial Services Authority Regulation No. 29 of 2023 regarding Shares Buyback of Shares Issued by Public Companies ("POJK
No. 29/2023").
Regarding the Company's Shares Buyback plan, in accordance with applicable legal regulations, the approval of the Company's
General Meeting of Shareholders ("GMS") is reguired, and the Company will convene the GMS on Thursday, May 30, 2024, or
another date which is a postponement/continuation thereof, The notice regarding the Company's GMS plan is going to be
announced on the Indonesia Stock Exchange website, and the Company's website at www.tower-bersama.com, on April 23, 2024.
Shareholders eligible to attend or be represented at the GMS are those whose names are recorded in the Company's Shareholder
List and/or are the owners of the Company's shares in the sub-account of PT Kustodian Sentral Efek Indonesia (KSEI) at the closing
of the Company's share trading on the Indonesia Stock Exchange (IDX) on May 7, 2024.
The Disclosure of Information is issued on April 23, 2024 and supplemented and amended on May 28, 2024
Page 2 OCR 0.921
“) N' GROUP
DEFINITION
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.
Shares Buyback means shares buyback of the Company's shares issued and listed on the
Indonesia Stock Exchange ("IDX") up to 1.754 (one point seventy five
percent) of the total issued and fully paid-up capital or a maximum of
396,500,000 (three hundred ninety six million five hundred thousand)
shares of the Company
Company or TBIG means PT Tower Bersama Infrastructure Tbk (formerly known as PT
Banyan Mas), domiciled in South Jakarta, a publicly !isted company
established by virtue of the law of the Republic of Indonesia.
POJK No. 29/2023 means OJK Regulation No. 29 Year 2023 dated December 29, 2023
regarding Buyback of Shares Issued by Public Companies
GMS means General Meeting of Shareholders
Job Creation Law means Government Regulation in Lieu of Law No. 2 of 2022 dated
December 30, 2022 regarding Job Creation, which has been enacted as
Law based on Law No. 6 of 2023 regarding the Enactment of Government
Regulation in Lieu of Law No. 2 of 2022 regarding Job Creation into Law,
State Gazette of the Republic of Indonesia No. 41 of 2023, Supplement
No. 6856, along with its implementing regulations.
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.
Company Law means Law No. 40 of 2007 date August 16, 2007 regarding Limited
Liability Companies, State Gazette of the Republic of Indonesia No. 106 of
2007, Supplement No. 4756, as amended by the Job Creation Law.
PT Tower Bersama Infrastructure, Tbk
Gedung The Convergence Indonesia (TCI), Lantai 11
Kawasan Rasuna Epicentrum 1 TRGA 8
JI H.R, Rasuna Said, Jakarta Selatan 12940 Gate |
Telp : 462 21 2924 8900 Pa NE
Fax 1462 21 2157 2015 £
Page 3 OCR 0.924
“j V Group
In 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 several times, most recently by the Deed of Statement of Meeting Resolutions on
Amendments to the Articles of Association No. 116 dated 23 May 2022, made before Jose Dima
Satria, S.H., M.Kn., Notary in South Jakarta ("Deed No. 116/2022”), which was approved by the
MOLHR pursuant to Decree No. AHU-0038668.AH.01.02.TAHUN 2022 dated June 8 2022 and
registered at the Company Registry under No. AHU-0106607.AH.01.11.TAHUN 2022 dated June 8
2022. Based on Deed No. 116/2022, the shareholders at the Company's GMS have approved, among
other things: the amendment to Article 3 of the Company's Articles of Association in order to align
and adjust with the 2020 Indonesian Business Sector Classifications.
Based an the provisions of Article 3 of the Company's ArticIes of Association, the Company's
objectives and purposes are to invest or participate in other companies engaged in
telecommunications support activities and business in the service sector, particularly
telecommunications support services. In order to achieve the above objectives and purposes, the
Company may carry out main business activities with respect to holding company activities and
other management consulting activities. To support these main business activities, the Company
may carry out supporting business activities, namely telecommunications central construction,
telecommunications installation and cable telecommunications activities.
Currently, the Company has carried out all business activities in accordance with Article 3 of the
Company's Articles of Association by investing or participating directly and indirectly in 21
Subsidiaries, which are engaged in providing telecommunications services, towers, fiber optic
networks, telecommunications work and investment.
Capital Structure and Shareholdering Composition
Based on the List of Company Shareholders as of 31 March 2024 issued by PT Datindo Entrycom as
the Securities Administration Bureau, the capital structure and shareholding composition of the
Company are as follows:
PT Tower Bersama Infrastructure, Tbk
Gedung The Convergence Indonesia (TCI), Lantai 11
Kawasan Rasuna Epicentrum 2 IRGA
Jl. H.R, Rasuna Said, Jakarta Selatan 12940 mu Ka
Telp :462 212924 8900 menua | JASA
Fax 1462212157 2015 #
Page 4 OCR 0.856
“| N GROUP Description Nominal Value Rp20 per Share P1 Number af Nominal Value (Rupiah) aa Authorized Capital 72,100,600,000 1,422,012,000,000 Issued and Paid Up Capital Bersama Digital Infrastructure Asia Pte. Ltd. 18,067,840,623 361,356,812,460 79.821 PT Wahana Anugerah Sejahtera 2,098,321,840 41,966,436,500 9.271 Eawin Soeryadjaya 71,481,830 1,429,636,600 0.321 Hardi Wijaya Liong 68,359,905. 1,367,198, 100 0.301 Budianto Purwahjo 5,025,000 100,500,000 0.021 Herman Setya Budi 4,625,000 92,500,000 0.021 Helmy Yusman Santoso 3,125,000 62,500,000 0.015 Public (ownership less than 516) 2,317,759,547 46,355,190,940 10.241 22,636,538,725 452,720,774,900 100.008 Treasury Shares 20,460,700 209,214,000 - Total of Issued and Paid Up Capital 22,656,999,445 453,139,988,400 100.001, Remaining Shares in Portfolio 49,443,600,555 988,872,011,100 Composition of the Company's Board of Commissioners and Board of Directors Based on Deed No. 116/2022, which has been notified to the MOLHR as evidenced by Receipt of Notification of Data Changes No. AHU-AH.01.09-0019739 dated 8 June 2022 and registered at the Company Registry No. AHU-0106607.AH.O1.11.TAHUN 2022 dated June 8 2022, the composition of Board of Directors and Board of Commissioners is as follows: Board of Commissioners President Commissioner 1 Edwin Soeryadjaya Commissioner : Verena Lim Independent Commissioner : Ludovicus Sensi Wondabio Independent Commissioner : Heri Sunaryadi Board of Directors President Director : Herman Setya Budi Vice President Director : Hardi Wijaya Liong Director : Budianto Purwahjo Director : Helmy Yusman Santoso PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 3 LRGA 8 JI. H.R, Rasuna Said, Jakarta Selatan 12940 can Telp 1462 212924 8900 ama Fax 1462 21 2157 2015
Page 5 OCR 0.911
“) N' Group Audit Committee In accordance with OJK Regulation no. 55/POJK.04/2015 dated 29 December 2015 regarding the Establishment and Work Performance Guide of an Audit Committee, the Company has established an Audit Committee as stated in the Circular Resolutions of the Board of Commissioners dated 5 June 2020, with the following member composition: Chairman : Ludovicus Sensi Wondabio Member : Agung Nugroho Soedibyo Member : Agustino Sunarko Nomination and Remuneration Committee In accordance with OJK Regulation no. 34/POJK.04/2014 dated 8 December 2014 regarding the Nomination and Remuneration Committee for Issuers or Public Companies, the Company has established a Nomination and Remuneration Committee as stated in the Circular Resolutions of the Board of Commissioners dated 24 March 2023, with the following member composition: Chairman : Heri Sunaryadi Member : Lie Si An Member : Tajudin Corporate Secretary The Company has appointed a Corporate Secretary based on Directors' Decree 157/TBG-TBI- 001/FAL/01/V1!/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 Disclosure of Information, 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. :62-21- 2924 8900 Fax No. 162-21-2157 2015 Email : corporate.secretary@tower-bersama.com Information on the Company's Subsidiaries The Company has direct and indirect investment in 21 Subsidiary Companies, as follows: PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 4 LRGA 8 JI H.R. Rasuna Sald, fakarta Selatan 12940 cmne Telp 1462 21 29248900 mama | (SAR Fox 1462 21 2157 2015 -
Page 6 OCR 0.774
NA, TOwER
“BERSAMA
Company Yearof Yearof Yearof FAN ip (26)
No. Name Business Activities!) Domicile '” Company ke ahyishment Commercial Direct Indirect
Investment Operation
Lo PT Telenet Telecommunications South 2004 1999 1999 99,501 -
Internusa services, towers and Jakarta
Ttatai telecommunications
work
2. PT United Telecommunications South 2005 2004 2004 99.904 0.1096through
Towerindo services, towers and Jakarta kt)
(UT) telecommunications
work
3. PT Batavia Telecommunications South 2005 2005 2006 - 29.901 through
Towerindo services, towers and Jakarta UTand 10.104
(BT) telecommunications through TB
work
Al PTTower Telecommunications South 2006 2006 2006 99.391 0.0156 through
Bersama services, Jakarta To
(“TB”) telecommunications
consulting,
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 18
(rx) telecommunications
work
6. PTPrima Telecommunications South 2009 2003 2003 0.011 99.994 through
Media Selaras — services, towers and Jakarta TB
(“PMS”) telecommunications
work
7. PTMitrayasa — Telecommunications South 2011 2004 2004 - 70.004 through
Sarana services, Jakarta TB and 30.005
Informasi telecommunications through SKP
("Mitrayasa”) — consulting, construction
of telecommunications
facilities and
Infrastructure and
telecommunications
work
8 PT Metric Investment company — South 2010 2010 2010 s87ax 12696 through
Solusi Jakarta TB
Integrasi
(“MSI”)
9. PTSoluSindo — Telecommunications South 2010 1999 1999 - 99.719
Kreasi services, Jakarta through MSI
Pratama telecommunications
(“SKP”) consutting,
telecommunications
network development,
rental of
telecommunications
towers and eguipment,
and telecommunications
work
10. PTTowerOne investmentCompany — South 2007 2006 2006 99.901 -
(“To”) Jakarta
11. PT Bali Telecommunications South 2008 2003 2003 0.011, 99.991
Telekom services, towers and Jakarta through TO
(“Balikom") —— telecommunications
work
12. — PT Triaka Telecommunications South 2009 2009 2009 90.001 10.001 through
Bersama services, towers and Jakarta 18
(“Triaka") telecommunications
work
18. PT Solusi Telecammunications South 2011 2011 2012 70.039 29.974 through
Menara services, towersand Jakarta SKP
PT Tower Bersama #fAIMfifeture, Tbk'ecommunications
Gedung The Convargence Indonesia (TCI), Lantai 14
Kawasan Rasuna Epicentrum 5 TRGA 8
Jl. H.R. Rasuna Said, akarta Selatan 12940 cmn
Telp : 462 21 2924 8900 meme | (MAAF
Fax 1462 21 2157 2015 sa
Page 7 OCR 0.833
RN, Tower
“5S BERSAMA
Year of Yearof wnetshi
No. Company Business ActivitlesW”—” Domlcile — Company em an « Comme Diet Indiraet
Investment Operation
(SMI) work
14. TBG Global Investment Company. Singapore 2013 2013 2013 100,007 -
Pte. Ltd,
(“TBGG”)
15, PT Menara Investment Company South 2013 2013 Not yetin 99.991 0.014 through
Bersama Jakarta operation TB
Terpadu
UMBT”)
16. PT Jaringan Telecommunications Central 2016 2015 2016 0.081 83.364 through
Pintar eguipment maintenance Jakarta 78
Indonesia services and
(IPP) telecommunications
consulting
17. PT Gihon Telecommunication WestJakarta — 2018 2001 2001 50.439 -
Telekomuni- — support services
kasi Indonesia
Tbk (“GHON”)
18. PT Visi Telecommunications South 2018 1995 1995 51.092 -
Telekomuni- infrastructure services, — Jakarta
kasi investing or participating
Infrastruktur in other companies
Tbk ("GOLD") — engaged in
telecommunications
support activities, and
telecommunications
support services
19, PT Permata Telecommunications South 2018 2013 2013 - 99.994 through
Karya Perdana” towerand eguipment Jakarta GOLD
(“PKP”) rental services
20. PT Unicom Fiber optic network West Jakarta 2022 2020 2021 “ 80.002 through
Muda Utama rental services ut
("Unicom”)
24. PT Global Fiber optic network South 2023 2018 2021 - 70.005 through
Patra rental services Tangerang GHON
Sinertama
("GPS")
More
(1) businass activities metually carried cut by each Subsidiary Company
Summary of Company Financial Data
The Consolidated Financial Statements of the Company for the year ended 31 December 2023 have
been audited by the Public Accounting Firm Tanubrata Sutanto Fahmi Bambang & Partners with
ungualified opinion, as stated in the independent auditor's report No. 00212/2.1068/AU.1/06/0117-
2/1/11/2024 dated 28 March 2024, signed by E. Wisnu Susilo Broto, S.E., Ak., M.Ak., CPA, CA.
Summary of the Company's consolidated financial statements is as follows:
PT Tower Bersama Infrastructure, Tbk
Gedung The Convergence Indonesia (TCI), Lantai 11
Kawasan Rasuna Epicentrum 8 TRGA
JI. H.R. Rasuna Said, Jakarta Selatan 12940 Cameo
Telp 1462212924 8900 pam
Fax 1462 212157 2015
Page 8 OCR 0.885
“)j N GROUP Consolidated Statement of Financial Position (in million Rupiah) 31 December 2022 2023 Total Asset 43,139,968 46,966,466 Total Liabilities 32,219,585 34,605,439 Total Eguity 10,920,383 12,361,027 Consolidated Statement of Profit or Loss and Other Comprehensive Income lin million Rupiah) For the year ended 31 December 2022 2023 Revenue 6,524,369 6,640,645 Gross Profit 4,741,044 4,738,248 Income fram Operations 4,282,471 4,234,072 Income before Final Tax and Income Tax 2,405,199 2,370,238 Income before Income Tax 1,911,766 1,804,519 Net Profit for Current Year 1,689,441 1,621,694 Tota Comprehensive Income for the Current Year (551,194) 2,065,002 Basic Earnings Per Share Attributable to The Eguity Holder of Parent Company 73.4 69.1 $ PT Tower Bersama Infrastructure, Tbk Gedung The Convergence indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 7 TROA 8 JL H.R. Rasuna Said, Jakarta Selatan 12940 cemara Telp : 462 212924 8900 Bm |: Fax 1462 212157 2015 Es
Page 9 OCR 0.920
NN, Tower “BERSAMA 1 DESCRIPTION ON THE COMPANY'S PLANNED SHARES BUYBACK 4 A. Schedule Plan of the Company's Shares Buyback The Company's Shares Buyback will be conducted after the Company obtains approval from the Company's GMS. According to POJK No. 29/2023, the period for the Company's Shares Buyback isa maximum of 12 (twelve) months from the date of the GMS that approves the Company's Shares Buyback. Considering that the date of the GMS to approve the Company's Shares Buyback that will be held on May 30, 2024, the implementation of the gradual Shares Buyback will begin from May 31, 2024, until May 30, 2025, and/or other dates determined by the GMS in accordance with applicable regulations. The Company's management may terminate the Company's Shares Buyback program at any time before the end of the 12 (twelve) month period if deemed necessary by the Company's management. In the event that the Company's Sharers Buyback is terminated, the Company will: a. provide information regarding the termination of Shares Buyback to OJK along with the reasons for the termination, and b. announce to the public regarding the termination of Shares Buyback along with the reasons for the termination, no later than 2 (two) working days after the decision regarding the termination of Shares Buyback. For information, here are the dates related to the hoiding of the GMS: 1 Announcement of GMS and Disclosure of Information April 23, 2024 related 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 7, 2024 3 Invitation of GMS through Indonesia Stock Exchange May 8, 2024 website and the Company's website www.tower- bersama.com 4 Amendment or Additional Information on Disclosure of May 28, 2024 Indonesia through Indonesia Stock Exchange website and the Company's website www.tower-bersama.com (if any), 2 days before GMS 5 GMS May 30, 2024 6 Summary of GMS Results through Indonesia Stock Exchange June 3, 2024 website and the Company's website www.tower- bersama.com B. Estimated Shares Buyback Costs and Estimated Amount of Nominal Value of Shares Buyback Amount of Nominal Value of Shares Buyback The number of shares to be bought back will not exceed 396,500,000 (three hundred ninety six million five hundred thousand) shares with a nominal value of Rp.20 (twenty Rupiah) per share, thus the maximum nominal value of shares to be bough back is Rp.7,930,000,000 (seven billion nine hundred thirty million Rupiah) or 1.7596 (one point seventy five percent) of the total issued and paid- capital of the Company. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 8 " IRGA JI. H.R. Rasuna Said, Jakarta Selatan 12940 cma 8 Telp :462 21 2924 8900 Kemana 4 Fax 116221 2157 2015 : 5
Page 10 OCR 0.858
AIA TOWER “j N GROUP Estimated Shares Buyback Costs The estimated costs for the Shares Buyback as mentioned above are a maximum of Rp. 800,800,000,000 (eight hundred billion and eight hundred million Rupiah) which includes transaction costs, broker fees, and other expenses related to the Company's Shares Buyback transactions. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 9 ran || 2 Jl H.R. Rasuna Said, Jakarta Selatan 12940 came | (4) Telp : 462 21 2924 8900 aa Fax 1462 21 2157 2015
Page 11 OCR 0.906
“j N' Group 1. EXPLANATION, CONSIDERATIONS, AND REASONS FOR THE SHARES BUYBACK The Board of Directors intends to obtain approval from the GMS to approve the Company's Shares Buyback with the following considerations: - The improved performance of the Company has generated cash flows exceeding the amount reguired to sustain growth and development. Currently, the Company has a good level of debt leverage, and there is still an opportunity for the Company to increase leverage if necessary. - The Company can have flexibility that allows it to have mechanisms to maintain the stability of the Company's share price if the share price does not reflect the true value/performance of the Company. The Company's Plan on the Shares Buyback The Company plans to hold the bought back shares as treasury shares for a period not exceeding 3 (three) years, but the Company may at any time transfer the repurchased shares in accordance with Article 21 of POJK No. 29/2023, which includes: 1 selling them either on the Stock Exchange or outside the Stock Exchange, 2) cancelling them through capital reduction, 3) implementing a stock ownership program for employees and/or Directors and Commissioners, and/or 4) settling specific transactions, 5) converting eguity securities issued by the Company, 6) distributing buyback shares to shareholders proportionally, and/or 7) other methods with the approval of the Financial Services Authority (OJK). The buyback shares cannot be used to vote at the General Meeting of Shareholders and are not counted in determining the guorum reguired under applicable laws and regulations. Additionally, these shares are not entitled to receive dividend distributions. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 10 LRGA 8 JI. H.R. Rasuna Said, Jakarta Selatan 12940 Ka Telp 1462 21 29248900 me iatke Fax 146221 2157 2015 -
Page 12 OCR 0.900
NA, Tower « « BERSAMA / NV Group v. MANAGEMENT DISCUSSION AND ANALYSIS A. Estimated Decline in the Company”s Revenue Due to the Implementation of the Company's Shares Buyback and the Impact to the Company's Financing Costs The Company will use internal cash as a funding source for the Company's shares buyback. Assuming the entire shares buyback is fully executed at total Rp.800,800,000,000 (eight hundred billion and eight hundred million Rupiah), the Company's assets and eguity will decrease. However, the Company is confident that the implementation of the share buyback transaction will not have a materially negative impact on the Company's business activities, considering the Company has adeguate working capital and cash flow to finance the transaction alongside the Company's business activities. Furthermore, the share buyback will not result in a decrease in the Company's revenue. B. Proforma of the Company's Earnings per Share after the implementation of the Planned Shares Buyback Considering the Decrease of Revenue The following is the proforma Basic Earnings per share, ROA, and ROE based on the Consolidated Financial Statements for the year ending on December 31, 2023, taking into account the financing of the entire Company's Shares Buyback Program amounting to Rp.800,800,000,000 (eight hundred billion and eight hundred million Rupiah), including transaction costs, intermediary dealer fees, and other expenses related to the Shares Buyback Transactions, with a maximum of 396,500,000 (three hundred ninety six million five hundred thousand) shares or 1.759 (one point seven five percent) of the total shares issued and fully paid by the Company. 31 December 2023 Before Shares Impact After Shares Buyback Buyhback Total Asset" 46,966,466 (300,300) 46,165,666 Net Profit Attributable to Eguity 1,560,307 1,560,307 Holder of the Parent Company” Total Eguity Attributable to 11,714,094 (800,800) 10,913,294 Eguity Holder of the Parent Company" Average Outstanding Shares" 22,576 22,315 Basic Earnings per Share 69.11 69.92 Return on Asset (ROA) 3.596 3.596 Return on Eguity (ROE) 14.216 14.796 F) in million Rupiah Cc. Share Price Limit in Relation to Shares Buyback The offering price for the Company's Shares Buyback will be done at a price lower than or egual to the transaction price that occurred previously, as stipulated in Articles 10 and 11 of POJK No. 29/2023. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence indonesia (TCI), Lantal 11 Kawasan Rasuna Epicentrum 11 LRGA 8 JI, H.R. Rasuna Said, Jakarta Selatan 12940 Kn Telp 1462 21 29248900 mm | (KAA Fax 1162 21 2157 2015 5
Page 13 OCR 0.926
“)j N' Group D. Period of Shares Buyback The Company's Shares Buyback will be implemented after obtaining approval from the Company's General Meeting of Shareholders (GMS). According to POJK No. 29/2023, the timeframe for the Company's shares buyback is a maximum of 12 (twelve) months from the date of the GMS approving the Shares Buyback. The Shares Buyback period will end if the following occurs: 1 The number of buyback shares reaches the maximum approved by the GMS, which is 396,500,000 (three hundred ninety six million five hundred thousand) shares with a nominal value of Rp.20 (twenty Rupiah) per share. This number of shares will be adjusted if during the Shares Buyback period, the Company changes the nominal value either through consolidation (Reverse Stock) or splitting (Stock Split) of the nominal value. 2. The total expenses incurred by the Company for the Shares Buyback reach the maximum of Rp.800,800,000,000 (eight hundred billion and eight hundred million Rupiah), including transaction costs, intermediary trader fees, and other costs related to the Shares Buyback transactions. 3. The Company's management can terminate the Share Buyback program at any time before the end of the 12-month period if deemed necessary by the Company's management. In case the Share Buyback program is terminated, the Company will: - Provide information about the termination of the Shares Buyback to OJK along with the reasons for the termination. - Announce to the public the termination of the Share Buyback along with the reasons for the termination no later than 2 (two) working days after the decision to terminate the Shares Buyback program. E. Method to be Used for Shares Buyback The Shares Buyback will be carried out through transactions on the Indonesia Stock Exchange (IDX) with the following method: a) The Company will appoint PT Ciptadana Sekuritas Asia as a member of the Stock Exchange to conduct the Company's Shares Buyback for the period from May 31, 2024, to May 30, 2025, and/or other dates determined by the General Meeting of Shareholders (GMS) in accordance with applicable regulations. b) The Company's Share Buyback will be conducted through trading on the Indonesia Stock Exchange (IDX). c) The offer price for the Company's Shares Buyback will be at a lower or egual price to the previous transaction price. d) The following parties: a. Commissioners, members of the Board of Directors, employees, and Major Shareholders of the Company, b. Individuals who, due to their position or profession or business relationship with the Company, may obtain insider information, Cc. Parties who have ceased to be considered as such within the last 6 (six) months, as referred toin pointsa or b, are prohibited from transacting in the Company's shares on the same day as the Company's Shares Buyback. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 12 JI, H.R. Rasuna Said, Jakarta Selatan 12940 Telp : 462 21 2924 8900 Fax 1462 212157 2015
Page 14 OCR 0.834
NA, Tower F. Management's Discussion and Analysis regarding the Impact of Shareds Buyback on Company Operations and Future Growth The Company's Shares Buyback is expected not to impact the Company's business activities and Operations. With the Shares Buyback in place, it is anticipated that the stock price in the future will become more stable and have a positive impact on both shareholders and the Company. The capital structure of the Company before and after the transaction of the Company's Shares Buyback on March 31, 2024, is as follows: BERSAMA GROUP BEFORE SHARES BUYBACK AFTER SHARES BUYBACK DESCRIPTION NUMBER OF NOMINAL 2 NUMBER OF NOMINAL & SHARES VALUE VOTING SHARES vatue (Rupian) | VOTING (RUPIAH) RIGHTS RIGHTS Authorized Capital 72,100,600,000 | 1,442,012,000,000 - 72,100,600,000 1,442,012,000,000 - Issved and Paid Up Capital 18,067,840,623 361,356,812,460 79821 18,067,840,623 361,356,812,460 80.5aha 1. Bersama Digital Infrastructure Asia Pte, Ltd, n 2,098,321,840 41,966,436,800 92770 2,098,321,840 41,966,436,800 9.351 2. PT Wahana Anugerah Sejahtera 3 Directors and Commissioners 71,481,830 1,429, 636,600 0.321 74,481,830 1429,636,600 0.3276 - Edwin Soeryadjaya 68,359,905 1,367,198,100 0.3094 68,359,905 1,367,198,100 0.306 - Hardi Wijaya Liong 5,025,000 100,500,000 0.021 5,025,000 100,500,000 0.021 - Budianto Purwahjo 4,625,000 92,500,000 0.0256 4,625,000 92,500,000 0.026 - Herman Setya Budi 3,125,000 62,500,009 0.014 3,125,000 62,500,000 0.015 - Helmy Yusman Santoso 4. Public “ Ownership less than 596 2,317,759,547 46,355,190,940 10.241 1,921,259,547 38,425,190,940 8.6496 Total 22,636,538,745 452,730,774,900 100.001 22,240,038,745 444,800,774,900 100.0096 Treasury Shares 20,460,700 409,214,000 416,960,700 8,339,214,000 Total of Issued and Paid Up Capital 22,656,999,445 453,139,988,900 22,656,999,445 453,139,988,900 Remaining Shares in Portfolio asaan.600,ss5 | 988872,011100 49,43,600,555 | 988872011100 G. Source of Fund for the Company's Shares Buyback The Company will use internal cash as the source of funds for the Company's Shares Buyback, which is not derived from public offerings or loans/debts in any form, and does not significantly affect the Company's financial ability to meet its upcoming obligations. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum Jl HR. Rasuna Said, Jakarta Selatan 12940 Telp : 462 21 2924 8900 Fax 1462 21 2157 2015 13 cemAen
Page 15 OCR 0.915
NU, ToweR “BERSAMA V. GENERAL MEETING OF SHAREHOLDERS 4 Regarding the Company's Share Buyback plan as outlined in this Disclosure, the Company intends to seek approval from the shareholders at the General Meeting of Shareholders (GMS) to be held on: Day/Date : Thursday, May 30, 2024 Time : 10.00 WIB - finish Venue : will be announced at GMS invitation date The Agenda of the Meeting reguested in relation to the Shares Buyback plan is: “Approval for the Company's Share Buyback by following OJK Regulation No. 29 of 2023 dated December 29, 2023 regarding Buyback of Shares Issued by Public Companies.” The GMS will be conducted following the provisions of the Company Law, OJK Regulation No. 29/2023, OJK Regulation No. 15/POJK.04/2020 dated April 21, 2020 regarding the Planning and Organizing General Meeting of Shareholders of Public Companies, and the Company's Articles of Association. Therefore, the GMS must be attended by shareholders representing more than 2/3 (two-thirds) of the total issued shares of the Company which has valid voting rights, and the Company's Share Buyback plan must be approved by more than 2/3 (two-thirds) of the total voting shares present at the GMS. PT Tower Bersama Infrastructure, Tbk. Gadung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 14 IRGA 8 Jl. H.R. Rasuna Said, Jakarta Selatan 12940 Kaka | | Telp : 462 21 2924 8900 Fax 1462 21 2157 2015
Page 16 OCR 0.905
- / N' GROUP VI. STATEMENT OF BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS The information outlined in this Disclosure has been approved by the Board of Commissioners and Board of Directors, who are responsible for the accuracy of the information, both individually and collectively. The Board of Commissioners and Board of Directors declare that all material information and opinions expressed in this Disclosure are true and accountable and that there is no other undisclosed information that could render the material information in this Disclosure untrue or misleading. Considering the explanations and descriptions above, the Company's Board of Directors explains that this Shares Buyback Plan is proposed by the Board of Directors with the approval of the Company's Board cf Commissioners. Furthermore, the Board of Directors proposes to the Company's shareholders to approve the Company's Shares Buyback Plan in the Company's GMS, which will be held on May 30, 2024, or another date that is a postponement/continuation thereof. PT Tower Bersarna Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 15 TRGA 8 Jl. H.R, Rasuna Said, Jakarta Selatan 12940 ama | | Telp 1162 21 2924 8900 teman | (RAK Fax 146221 2157 2015 baal
Page 17 OCR 0.893
NX, Tower “- L BERSAMA fN-eroup VII. ADDITIONAL INFORMATION For further information regarding the above matters, you can contact the Company during office hours at the following address: Corporate Secretary PT. TOWER BERSAMA INFRASTUCTURE Tbk. The Convergence Indonesia, Lantai 11 Kawasan Rasuna Epicentrum Jl. H.R. Rasuna Said Jakarta Selatan 12940, Indonesia Telp. 62-21- 2924 8900 Fax. 62-21-2157 2015 www.tower-bersama.com Email: corporate.secretary@tower-bersama.com PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 16 JI H.R. Rasuna Said, Jakarta Selatan 12940 Telp 146221 2924 8900 Fax :462 21 2157 2015
Names mentioned 46 people and organisations named in the text · linked when the evidence is strong
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Indonesia Stock Exchange
p.1 ×10
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Financial Services Authority
p.1 ×4
unresolved
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PT Kustodian Sentral Efek Indonesia
p.1
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PT Banyan Mas
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Notary Dewi Himijati Tandika
· Notaris
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Minister of Law and Human Rights
p.3
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Jose Dima Satria
· Notaris
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PT Datindo Entrycom
p.3
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Paid Up Capital Bersama Digital Infrastructure Asia Pte. Ltd.
p.4
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Tajudin
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PT Telenet Telecommunications South
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PT United Telecommunications South
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PT Batavia Telecommunications South
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PT Metric Investment
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PT Bali Telecommunications South
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PT Triaka Telecommunications South
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PT Solusi Telecammunications South
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Pte. Ltd
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PT Menara Investment Company South
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PT Jaringan Telecommunications Central
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PT Gihon Telecommunication WestJakarta
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Indonesia Tbk
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PT Visi Telecommunications South
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PT Permata Telecommunications South
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PT Unicom Fiber
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PT Global Fiber
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Public Accounting Firm Tanubrata Sutanto Fahmi Bambang & Partners
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E. Wisnu Susilo Broto
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PT Tower Bersarna Infrastructure
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TOWER BERSAMA INFRASTUCTURE Tbk.
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