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20260511_ISAT_Laporan Informasi dan Fakta Material_32090061_lamp2.pdf
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DISCLOSURE OF INFORMATION TO SHAREHOLDERS OF
PT INDOSAT Tbk
TO COMPLY WITH THE FINANCIAL SERVICES AUTHORITY REGULATION NO. 17/POJK.04/2020 ON
MATERIAL TRANSACTIONS AND CHANGES OF BUSINESS ACTIVITIES AND THE FINANCIAL
SERVICES AUTHORITY REGULATION NO. 42/POJK.04/2020 ON AFFILIATED TRANSACTIONS AND
CONFLICT OF INTEREST TRANSACTIONS
(“DISCLOSURE OF INFORMATION”)
PT INDOSAT Tbk
(the “Company”)
Main Business Activity:
Telecommunication
Headquarter Office
Indosat Ooredoo Hutchison Building
Jln. Medan Merdeka Barat No. 21, Jakarta 10110
Phone: (+62 21) 3000 3001 ext. 8803 / 8804
Email: corporate.secretary@ioh.co.id
Website: www.ioh.co.id
THIS DISCLOSURE OF INFORMATION IS PREPARED AND MADE IN COMPLIANCE WITH THE
FINANCIAL SERVICES AUTHORITY (OTORITAS JASA KEUANGAN (“OJK”) REGULATION NO.
42/POJK.04/2020 ON AFFILIATED TRANSACTIONS AND CONFLICT OF INTEREST TRANSACTIONS
(“OJK REGULATION NO. 42/2020”) AND OJK REGULATION NO. 17/POJK.04/2020 ON MATERIAL
TRANSACTIONS AND CHANGES OF BUSINESS ACTIVITIES (“OJK REGULATION NO. 17/2020”).
THE INFORMATION PRESENTED IN THIS DISCLOSURE OF INFORMATION IS IMPORTANT TO BE
READ AND TAKEN INTO CONSIDERATION BY THE SHAREHOLDERS OF THE COMPANY IN RELATION
TO THE CAPITAL INJECTION TRANSACTION TO CONTROLLED SUBSIDIARY OF THE COMPANY THAT
IS PT INFRA FIBER TEKNOLOGI IN THE FORM OF IN-KIND CONTRIBUTION AND THE SIGNING OF
OPERATIONAL AGREEMENT. IF YOU EXPERIENCE DIFFICULTY UNDERSTANDING THE
INFORMATION AS CONTAINED IN THIS DISCLOSURE OF INFORMATION, PLEASE CONSULT WITH A
LEGAL ADVISOR, PUBLIC ACCOUNTANT, FINANCIAL ADVISOR OR OTHER PROFESSIONALS.
THE COMPANY IS RESPONSIBLE FOR THE ACCURACY OF ALL MATERIAL INFORMATION
CONTAINED IN THIS DISCLOSURE OF INFORMATION AND AFTER CONDUCTING DUE DILIGENCE
ON THE AVAILABLE INFORMATION REGARDING THE TRANSACTION (AS DEFINED BELOW), THE
COMPANY HEREBY DECLARES THAT TO THE BEST OF THE KNOWLEDGE AND BELIEF OF THE BOARD
OF DIRECTORS AND THE BOARD OF COMMISSIONERS, THERE ARE NO OTHER IMPORTANT OR
MATERIAL FACTS RELEVANT TO THIS TRANSACTION (AS DEFINED BELOW) THAT HAVE NOT BEEN
DISCLOSED WHICH COULD RENDER THIS INFORMATION DISCLOSURE FALSE OR MISLEADING.
This Disclosure of Information was published in Jakarta on 11 May 2026.
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INTRODUCTION
Information contained in this Disclosure of Information is prepared in order to fulfill the Company's
obligation to announce disclosure of information regarding transactions carried out by the Company
in connection with the capital injection into PT Infra Fiber Teknologi (the "Subsidiary") by way of in-
kind contribution of assets owned by the Company ("Capital Injection by the Company") as well as
transactions carried out by PT Aplikanusa Lintasarta ("Lintasarta") by way of in-kind contribution of
assets owned by Lintasarta ("Capital Injection by Lintasarta").
The in-kind contribution transaction is a follow-up to the Investment Agreement between the
Company, Lintasarta, PT Ainfrastruktur Indonesia Raya dated 23 December 2025, as previously
disclosed by the Company through the Company's Disclosure of Information based on Letter No.
289/AY0-AYD0/LGL/25 dated 23 December 2025. The agreement was then amended and restated
through the Amended and Restated Investment Agreement on 6 May 2026, as previously disclosed by
the Company through the Company's Disclosure of Information based on Letter No. 100/AY0-
AYD0/LGL/26 dated 6 May 2026 (“Amendment and Restatement of the Investment Agreement”).
Based on the Amended and Restated Investment Agreement, the Company and Lintasarta are each
own and manage its assets, namely certain fiber optic network assets, which will be in-kind
contributed to the Subsidiary and subsequently acquired by PT Ainfrastruktur Indonesia Raya as the
investor.
Furthermore, the Company, Lintasarta and/or the Subsidiary sign operational agreements
concurrently with the Capital Injection by the Company and the Capital Injection by Lintasarta (the
“Signing of Operational Agreements” together with the Capital Injection by the Company and the
Capital Injection by Lintasarta hereinafter referred to as the “Transaction”).
The capital injection to the Subsidiary as well as the in-kind contribution by each the Company and
Lintasarta are stipulated in:
1. Deed of In-Kind Participation in a Limited Liability Company No. 12 dated 7 May 2026, made
before Buchari Hanafi, S.H., Notary in South Jakarta Administration City, between the
Company and the Subsidiary; and
2. Deed of In-Kind Participation in a Limited Liability Company No. 13 dated 7 May 2026, made
before Buchari Hanafi, S.H., Notary in South Jakarta Administration City, between Lintasarta
and the Subsidiary.
The Signing of Operational Agreements are stipulated in:
1. Wholesale Service Agreement dated 6 May 2026, between the Company, Lintasarta and the
Subsidiary;
2. Reseller Agreement dated 6 May 2026, between the Company and the Subsidiary;
3. Transition Service Agreement dated 6 May 2026, between the Company and the Subsidiary;
4. Master Services Agreement No. MCSC100023777/LA/CORP/2026 dated 6 May 2026, between
Lintasarta and the Subsidiary; and
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5. Pole Rental Agreement No. SC100023778/LA/CORP/2026 dated 6 May 2026, between Lintasarta
and the Subsidiary.
For your information, the value of all operational agreements will be treated as an integral part of the
Capital Injection by the Company and the Capital Injection by Lintasarta.
SUMMARY OF THE PARTIES INVOLVED IN THE TRANSACTION
A. THE COMPANY
1. Brief History
The Company is a limited liability company established based on Deed of
Establishment No. 55 dated 10 November 1967, made before Mohamad Said
Tadjoedin, S.H., Notary in Jakarta, announced in State Gazette No. 26 dated 29 March
1968, Supplement to the State Gazette No. 24.
The Company is located in Central Jakarta with the address at Jl. Medan Merdeka
Barat No. 21, Gambir, Jakarta 10110. The Company's shares are listed on the IDX
under the stock code “ISAT”.
The Articles of Association of the Company have undergone several amendments,
with the latest amendment based on the Deed of Statement of Resolution of the
Annual General Meeting of Shareholders of PT Indosat Tbk No. 70 dated 28 May 2025,
made before Buchari Hanafi, S.H., Notary in the South Jakarta, which has been
approved by the Minister of Law of the Republic of Indonesia (formerly the Minister
of Law and Human Rights of the Republic of Indonesia, hereinafter referred to as
“Minister of Law”) based on Decree No. AHU-0035893.AH.01.02.TAHUN 2025 dated
3 June 2025, and has been registered in the Company Registry at the Ministry of Law
of the Republic of Indonesia (hereinafter referred to as "Ministry of Law") No. AHU-
0121284.AH.01.11.TAHUN 2025 dated 3 June 2025.
2. Capital Structure and Share Ownership
The capital structure, composition of shareholders, and share ownership of the
Company based on the Company's Shareholders Register as of 28 February 2026,
issued by PT EDI Indonesia, as the Company's Securities Administration Bureau, are
as follows:
The Nominal Value of Series A Shares is IDR100 per
Share, and the Nominal Value of Series B Shares is
Remarks IDR25 per Share
Total Nominal Value Percentage
Number of Shares
(IDR) (%)
Authorized Capital
Series A Shares 1 100
Series B Shares 79,999,999,996 1,999,999,999,900
Issued and Paid-up Capital
Series A Shares
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The Nominal Value of Series A Shares is IDR100 per
Share, and the Nominal Value of Series B Shares is
Remarks IDR25 per Share
Total Nominal Value Percentage
Number of Shares
(IDR) (%)
Republic of Indonesia 1 100 -
Series B Shares
1. Ooredoo Hutchison Asia Pte.
21,170,843,008 529,271,075,200 65.644
Ltd.
2. PT Perusahaan Pengelola Aset 3,106,499,996 77,662,499,900 9.632
3. PT Tiga Telekomunikasi
2,687,020,352 67,175,508,800 8.332
Indonesia
4. Public (shareholdings of less
5,286,447,600 132,161,190,000 16.392
than 5%)
Total Issued and Paid-up Capital 32,250,810,957 806,270,274,000 100
3. Business Activities
Pursuant to Article 3 paragraph 1 of the Company’s Articles of Association, the
purposes and objectives of the Company are to conduct business activities in the
Information Technology and Communication, Wholesale Trade, Manpower Activities,
and Other Financial Service Activities sector.
Furthermore, Article 3 paragraph 2 of Articles of Association of the Company states
that in order to achieve the purposes and objectives mentioned above, the Company
may perform the following business activities:
(a) to perform and carry out activities in the Information and Communication
sector, including but not limited to:
(i) to perform and carry out activities in the telecommunication network
sector:
- Telecommunication Activities with Cables (KBLI 61100), which
includes conducting operation, maintenance, or providing access to
facilities for the transmission of voice, data, text, sound, and video
using telecommunication cable infrastructure, such as operation and
maintenance of switching and transmission facilities to provide point-
to-point communication through landlines, microwave, or data and
satellite channel connections, operation of cable distribution systems
(i.e., for the distribution of data and television signals) and telegraph
and other non-vocal communication equipment using own facilities,
including purchasing access and capacity networks from network
owners and operators and providing telecommunication services
using this capacity for businesses and households, and providing
internet access through infrastructure operators with cables,
including activities of data communication connections whose
transmission is carried out in packets, through a central or through
other networks, such as the Public Switched Telephone Network
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(PSTN), and also activities of organizing terrestrial networks that
serve certain mobile customers, including trunking radio services and
public paging radio services;
- Telecommunication Activities without Cables (KBLI 61200), which
includes conducting network operation activities that serve mobile
telecommunications with cellular technology on the earth's surface,
including operation, maintenance, or provision of access to facilities
for transmitting voice, data, text, sound, and video using wireless
communication infrastructure, as well as maintenance and operation
of paging numbers, similar to cellular telecommunication networks
and other wireless telecommunications, including transmission
providing omni-directional transmission through airwaves which can
be based on a single technology or a combination of several
technologies, and purchasing access and network capacity from
network owners and operators as well as providing wireless network
services (except satellite) for business and household activities and
providing internet access through wireless network infrastructure
operators;
- Satellite Telecommunication Activities (KBLI 61300), which includes
activities of operating networks that provide mobile
telecommunication services via satellite ground stations, gateway
centers and connecting networks, including operation, maintenance,
or provision of access to facilities for transmitting voice, data, text,
and video using satellite telecommunication infrastructure, delivery
of audiovisual content or text programs received from cable
networks, local television stations, or radio networks to consumers
via satellite systems directly connected to homes (units classified
here generally do not originate from programming material),
including activities of providing internet access through satellite
infrastructure operators;
(ii) to perform and carry out activities in the special telecommunication
sector:
- Special Telecommunication Activities for Defense and Security
Purposes (KBLI 61993), namely telecommunication services
specifically used for national defense and security purposes;
(iii) to carry out activities in the telecommunication services sector:
- Data Communication System Services (KBLI 61922), which includes
providing communication system services, such as VSAT (Very Small
Aperture Terminal) services;
- Internet Telephony Services for Public Use (ITKP) (KBLI 61913), which
includes service businesses for transmitting calls via Internet Protocol
(IP) networks. This activity provides commercial internet telephony
connected to the telecommunications network;
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- Internet Interconnection Services (NAP) (KBLI 61924), which includes
activities of providing access and/or routing for internet access
service providers. In providing access for internet access service
providers, internet interconnection service providers may provide
networks for internet transmission. Internet interconnection service
providers are required to interconnect with each other.
Interconnection service providers manage traffic for internet access
service provision;
- Internet Service Provider (KBLI 61921), which includes business
services providing service to its customers to access the internet, or
can be called a gateway to the internet;
- Other Multimedia Services (KBLI 61929);
- Premium SMS Content Services (KBLI 61912), which includes
providing content through mobile networks with the cost charged via
deduction from prepaid deposits or postpaid mobile network
customer bills. The content provided includes all forms of information
that can be in the form of text, images, sound, animation, or a
combination of all of them in digital form, including downloadable
application software and premium SMS.
(iv) to carry out activities in the telecommunication services resale
services sector:
- Resale Services of Telecommunication Services (KBLI 61994), namely
the provision of resale services of telecommunication services, such
as telephone kiosks (wartel) that provide telephone, facsimile, telex,
and telegraph services, resale of internet access services such as
Internet Cafés and resale of other telecommunication services;
(v) to carry out activities in the information technology and
communication sector:
- Software Publishing (KBLI 58200), which includes conducting trade,
publishing, and development of ready-to-use software, not based on
orders, including operating systems, business applications, and
others;
- Other Computer Programming Activities (KBLI 62019), which includes
conducting consultations related to the analysis, design, and
programming of ready-to-use systems, analyzing computer users'
needs and problems, problem-solving, and creating software related
to solving those problems, as well as conducting writing,
modification, testing, and providing software support, designing the
structure and content, and/or writing the computer code required to
create and implement software, systems (including updates and
repairs), application software (including updates and repairs),
databases, and websites, modifying and configuring existing
applications;
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- Information Security Consulting Activities (KBLI 62021), which
includes organizing activities of consulting services for planning and
supervising information security, inspection or assurance of
information security, development and implementation of
information security;
- Computer Consulting Activities and Other Computer Facilities
Management (KBLI 62029), which includes providing hardware and
software components of systems as part of integrated services, the
provision of management and operation of computer systems and/or
data processing facilities;
- Information Technology Activities and Other Computer Services (KBLI
62090), which includes conducting computer damage recovery
activities, personal computer installation, software installation,
incident management, and digital forensics;
- Data Processing Activities (KBLI 63111), which includes conducting
data processing and tabulation activities of mainframe facility
allocation and providing data entry and big data management
activities;
- Hosting Activities and Related Services (KBLI 63112), which includes
service activities related to the provision of hosting infrastructure,
data processing services, and activities related to that, as well as
specialties of hosting, such as web hosting, streaming services, and
application hosting;
- Web Portals and/or Digital Platforms for Commercial Purposes (KBLI
63122), which includes the operation of web portals and/or digital
platforms for commercial purposes, maintaining databases,
operation of web portals that use search engines, operation of web
portals as portals to the internet, operation of web portals and/or
digital platforms as facilities for electronic transactions;
- Artificial Intelligence-Based Programming Activities (KBLI 62015),
which includes consulting service activities followed by analysis and
programming that utilize artificial intelligence (AI) technology,
including AI subsets such as machine learning, natural language
processing, expert systems, and other AI subsets; and
- Internet of Things (IoT) Consultation and Design Activities (KBLI
62024), which includes consultation services, design, and creation of
integrated system solutions based on orders (not ready-made) by
modifying existing hardware, such as sensors, microcontrollers, and
other hardware. The modifications are carried out on IoT hardware
and/or software embedded within it;
(b) to carry out activities in the Wholesale Trade sector, including but not limited to:
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(i) Wholesale Trade of Computers and Computer Accessories (KBLI 46511),
which includes businesses engaged in the wholesale trade of computers and
computer accessories;
(ii) Wholesale Trade of Software (KBLI 46512); and
(iii) Wholesale Trade of Telecommunication Equipment (KBLI 46523), which
includes conducting wholesale trade of telecommunication equipment,
including telephone and communication accessories, and end-user devices;
(c) to carry out activities in the Manpower Activities, and other supporting business,
including but not limited to:
(i) Customer Center Activities (Call Center) (KBLI 82200), which provide call
center business services such as inbound call centers (incoming calls),
answering calls from customers by human operators, automatic call
distribution, telephone and computer integration, interactive voice response
systems or similar methods to receive requests, provide information products
related to customer assistance requests, or channel complaints from
customers; outbound call center (outgoing calls), using similar methods to sell
or market goods or services to potential customers, conduct market research
or public opinion surveys, and similar activities to customers;
(d) carry out businesses in the field of Other Financial Services Activities Except Insurance
and Pension Funds (KBLI 64999), namely conducting activities in the financial sector
other than providing financing facilities, guarantees and/or insurance, including but
not limited to disbursing funds that are not loans, providing payment transaction
services, money/fund transfer services, electronic money issuance, organizing
payment system services, and supporting payment transaction services through
telecommunications and information networks as well as convergence technology;
(e) conducting business in the field of Payment System Support Providers (KBLI 66413),
which is to carry out activities related to organizing activities that support the
implementation of Payment Service Providers (PSP) and/or Payment System
Infrastructure Providers (PIP) in processing payment transactions. Examples include
card printing, payment personalization, provision of data centers and/or disaster
recovery centers, provision of terminals, provision of security features for payment
instruments and/or payment transactions, provision of technology supporting
contactless transactions, provision of routing of data supporting payment transaction
processing; and
(f) to carry out activities in the Advertising and Market Research sector:
(i) Advertising (KBLI 73100), which include carrying out various advertising
services (either with own capabilities or subcontracted), including advisory
assistance services, creative services, production of advertising materials,
media planning, and media buying; and
(ii) Market Research (KBLI 73201), which includes conducting business on market
potential research, product acceptance in the market, consumer habits and
behavior, in relation to sales promotion and new product development.
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To achieve the purposes and objectives mentioned above, as well as to support the main
business activities of the Company mentioned above, the Company may carry out the
following supporting business activities:
(a) planning, organizing, engineering, constructing, providing, developing and operating,
leasing, renting, as well as maintaining facilities including resources to support the
Company’s business in managing telecommunication networks, telecommunication
services and information technology and/or convergence technology services
including but not limited to:
(i) Other Building Construction (KBLI 41019), which includes the construction,
maintenance, and/or reconstruction of buildings such as places of worship
(mosques, Catholic churches, Christian churches, temples, viharas, Chinese
temples), terminal/station buildings, rail maintenance halls, monumental
buildings, central/regional government buildings, airport buildings, aircraft
hangar buildings, PKPPK buildings (Firefighting at Airports), historic buildings,
prison buildings, meeting halls, warehouses, generator buildings, pump
houses, depots, power house buildings, electrical substations, signal
substations, towers, storage buildings including explosive storage, and
others. This also includes other building modifications and renovations.
(ii) Electrical Civil Building Construction (KBLI 42204), which includes the
construction, maintenance, and/or reconstruction of electrical civil buildings
such as power plant civil buildings, transmission, distribution and electricity
utilization installations, local and long-distance power pipelines, including the
construction of substations and the installation of electricity poles and
towers.
(iii) Civil Telecommunications Building Construction for Transportation
Infrastructure (KBLI 42205), which includes the construction, maintenance,
and/or reconstruction of buildings for telecommunications facilities for
maritime navigation aids, air navigation telecommunications buildings,
railway signal and telecommunications buildings, including
tower/pole/pipe/antenna buildings and similar buildings.
(iv) Office Building Construction (KBLI 41012), which includes the construction,
maintenance, and/or reconstruction of buildings used for office buildings,
such as offices and office houses.
(v) Industrial Building Construction (KBLI 41013), which includes the
construction, maintenance, and/or reconstruction of buildings used for
industry.
(vi) Construction of Shopping Buildings (KBLI 41014), which includes the
construction, maintenance, and/or reconstruction of buildings used for
shopping.
(vii) Electrical Installation (KBLI 43211), which includes the construction,
installation, maintenance, and reconstruction of electrical installations at
power plants, transmission, substations, electricity distribution, power supply
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systems, and electrical installations in building structures for both residential
and non-residential purposes, such as the installation of low voltage electrical
network installations. Includes activities of installing and maintaining
electrical installations in civil structures, such as highways, railways, and
airfields.
(viii) Telecommunications Installation (KBLI 43212), which includes the installation
of telecommunications systems in building structures for both residential and
non-residential purposes, such as antenna installation. It includes the
activities of installing, maintaining, and repairing telecommunications
installations at telephone/telegraph exchanges, microwave radar transmitter
stations, small earth stations/satellite stations, and similar facilities. It also
includes the activities of installing telecommunications transmission and
networks and telecommunications installations in building structures and civil
buildings.
(ix) Electronics Installation (KBLI 43213), namely the installation of electronics in
building constructions for both residential and non-residential purposes, as
well as airport electronics and information technology (including
telecommunications and information technology systems), such as the
installation of alarm systems, closed-circuit TV and sound systems, and
commercial management systems (pre-paid electricity voucher). Also
included are the installation of access control, scoring boards, timing systems,
perimeter pixel displays, master clocks, and other electronic facilities.
(x) Railway Signal and Telecommunication Installation (KBLI 43215), which
includes the installation, maintenance, and repair of railway signal and
telecommunication installations.
(xi) Telecommunications Central Construction (KBLI 42206), which includes the
construction, maintenance, and repair of telecommunications central
building structures along with their equipment, such as telephone central
buildings, telegraph buildings, transmitter towers, microwave radar receivers,
small earth stations, and satellite stations. Includes local and long-distance
communication pipe networks, transmission networks, and
telecommunication/telephone cable distribution networks above ground,
underground, and underwater.
(xii) Air Conditioning and Ventilation Installation (KBLI 43224), which includes the
installation and maintenance of ventilation, refrigerators, and air
conditioners (AC) for building structures, both residential and non-residential,
including piping, ducting, and sheet metal work.
(xiii) Rental and Leasing Activities without Option Rights for Digital Technology
Equipment (KBLI 77322), which includes to the rental and leasing without
option rights (operational leasing) of machines, equipment, and digital
technology necessity items, including render farm rental, motion capture
rental, 3D scanner rental, and other supporting needs.
(xiv) Rental and Leasing Activities Without Option Rights for Office Machines and
Equipment (KBLI 77394), which includes activities of renting and leasing
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without option rights (operational leasing) of all types of office machines and
equipment without an operator, such as typewriters, accounting machines,
calculating machines and equipment (cash registers, electronic calculators,
etc.), data processing machines, photocopiers, office furniture, and the like.
Includes computer rental and its accessories without an operator.
(b) carry out business and operational activities (which also include the development,
marketing and sale of telecommunications networks, telecommunications services as
well as information technology and/or convergence technology services organized by
the Company), including research, customer service, the implementation of education
and training both domestically and abroad; and
(c) organizing other activities necessary to support and/or related to the operation of
telecommunications networks, telecommunications services as well as information
technology and/or convergence technology services, including but not limited to
electronic transactions and the provision of hardware, software, content, and
telecommunications management services.
4. Management and Supervision
Based on the Deed of Statement of Resolutions of the Annual General Meeting of
Shareholders of PT Indosat Tbk No. 08 dated 5 May 2026, made before Buchari Hanafi,
S.H., Notary in South Jakarta, as it is currently in the process of being notified to the
Ministry of Law of the Republic of Indonesia pursuant to Cover Note No.
02/PTIDT/BCH/V/26 dated 5 May 2026, the latest composition of the Board of
Commissioners and Board of Directors as stated in the deed is as follows:
Board of Commissioners
President Commissioner : Nezar Patria
Vice President Commissioner : Aziz Ahmad M.Aluthman Fakhroo
Vice President Commissioner : Fok Kin Ning, Canning
Commissioner : Ahmad Abdulaziz A A Al Neama
Commissioner : Cheung Kwan Hoi
Commissioner : Woo Chiu Man, Cliff
Commissioner : Sugito Walujo
Commissioner : Rene Heinz Werner
Commissioner : Efthymios Tsokanis
Commissioner : Seppalga Ahmad
Independent Commissioner : Elisa Lumbantoruan
Independent Commissioner : Wijayanto
Independent Commissioner : Sidharta Prawira Oetama
Independent Commissioner : Rudiantara
Independent Commissioner : Ajay Bahri
Board of Directors
President Director : Vikram Sinha
Director : Lee Chi Hung
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Director : Muhammad Buldansyah
Director : Irsyad Sahroni
Director : Honesti Basyir
Director : Cheung Kwok Tung
Director : Syed Bilal Kazmi
Director : Apoorva Mehrotra
Director : Reski Damayanti
B. LINTASARTA
1. Brief History
Lintasarta is a limited liability company established under the laws of the Republic of
Indonesia, located in Jakarta, as stated in the Deed of Establishment of the Limited
Liability Company PT Aplikanusa Lintasarta No. 26 dated 4 April 1988, made before
Mohamad Rifat Tadjoedin, S.H., Notary in Jakarta, which has obtained approval from
the Minister of Law according to Decree No. C2-01.HT.01.01.TH’89 dated 3 January
1989.
The Articles of Association of Lintasarta have undergone several amendments, with
the latest amendment based on the Deed of Statement of Resolution of the
Shareholders of PT Aplikanusa Lintasarta No. 1 dated 2 January 2025, made before
Anisa Syamsiah Soraya, S.H., M.Kn., Notary in Central Jakarta, which has been
approved by Minister of Law based on Decree No. AHU-0002919.AH.01.02.TAHUN
2025 dated 18 January 2025 (“Lintasarta Deed No. 1/2025”).
2. Capital Structure and Share Ownership
Lintasarta’s latest Capital Structure and Composition of Shareholders is as stipulated
in Lintasarta Deed No. 1/2025, as follows:
Nominal Value IDR1,000,000 per Shares
Remarks Number of Total Nominal Value Percentage
Shares (IDR) (%)
Authorized Capital 200,000 200,000,000,000
Issued and Paid-up Capital
1. Company 90,333 90,333,000,000 72.36
2. Yayasan Kesejahteraan Karyawan 9,246 9,246,000,000 7.41
Bank Indonesia
3. Yayasan Perbanas 6,624 6,624,000,000 5.31
4. Dana Pensiun Bank Rakyat 6,466 6,466,000,000 5.18
Indonesia
5. Yayasan Kesejahteraan Pegawai 4,738 4,738,000,000 3.80
Bank Tabungan Negara
6. Dana Pensiun Bank 2,724 2,724,000,000 2.18
Pembangunan Daerah Khusus
Ibukota Jakarta
7. Koperasi PT Telekomunikasi 2,553 2,553,000,000 2.05
Indonesia Tbk
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Nominal Value IDR1,000,000 per Shares
Remarks Number of Total Nominal Value Percentage
Shares (IDR) (%)
8. Koperasi Konsumen Karyawan PT 931 931,000,000 0.75
Aplikasinusa Lintasarta
9. Koperasi Pegawai PT Indosat Tbk 830 830,000,000 0.67
10. Dana Pensiun Bank CIMB Niaga 385 385,000,000 0.31
Total Issued and Paid-up Capital 124,830 124,830,000,000 100
3. Business Activities
Pursuant to Article 3 paragraph 1 of Lintasarta’s Articles of Association, the purposes
and objectives of Lintasarta are to conduct business activities in the sector of: (i)
information and communication, (ii) construction, (iii) trade, (iv) professional,
scientific, and technical activities, (v) rental and leasing activities without option rights
and employment, and (vi) real estate.
Furthermore, Article 3 paragraph 2 of Lintasarta’s Articles of Association states that
in order to achieve the purposes and objectives mentioned above, Lintasarta may
perform the following business activities:
(a) to carry out business activities in the Information and Communication sector,
including:
(i) Business in the telecommunication network sector:
- Telecommunication Activities with Cables, which includes conducting
operation, maintenance, or providing access to facilities for the
transmission of voice, data, text, sound, and video using
telecommunication cable infrastructure, such as operation and
maintenance of switching and transmission facilities to provide point-
to-point communication through landlines, microwave, or data and
satellite channel connections, operation of cable distribution systems
(i.e., for the distribution of data and television signals) and telegraph
and other non-vocal communication equipment using own facilities.
Where the transmission facilities that carry out these activities can be
based on a single technology or a combination of various
technologies. Including purchasing access and capacity networks
from network owners and operators and providing
telecommunication services using this capacity for businesses and
households and providing internet access through infrastructure
operators with cables, network organization activities for fixed
telecommunications intended for the implementation of public
telecommunications and leased circuits, including activities of data
communication connections whose transmission is carried out in
packets, through a central or through other networks, such as the
Public Switched Telephone Network (PSTN), and also activities of
organizing terrestrial networks that serve certain mobile customers,
including trunking radio services and public paging radio services;
Page 14
- Telecommunication Activities without Cables, which includes
conducting network operation activities that serve mobile
telecommunications with cellular technology on the earth's
surface.The activities include operation, maintenance, or provision of
access to facilities for transmitting voice, data, text, sound, and video
using wireless communication infrastructure, as well as maintenance
and operation of paging numbers, similar to cellular
telecommunication networks and other wireless
telecommunications. The transmission facility providing
omnidirectional transmission through airwaves which can be based
on a single technology or a combination of several technologies,
including purchasing access and network capacity from network
owners and operators as well as providing wireless network services
(except satellite) for business and household activities and providing
internet access through wireless network infrastructure operators;
- Satellite Telecommunication Activities, which includes activities of
operating networks that provide mobile telecommunication services
via satellite ground stations, gateway centers and connecting
networks. Activities in this group including operation, maintenance,
or provision of access to facilities for transmitting voice, data, text,
and video using satellite telecommunication infrastructure, delivery
of audiovisual content or text programs received from cable
networks, local television stations or radio networks to consumers via
satellite systems directly connected to homes (units classified here
generally do not originate from programming material), including
activities of providing internet access through satellite infrastructure
operators.
(ii) Business in the telecommunication services sector:
- Other telephony value-added services, namely other activities of
telephony value-added services such as calling cards, and including
other telecommunications support services;
- Internet Service Provider,which includes business services providing
service to its customers to access the internet, or can be called a
gateway to the internet;
- Data communication system services, which include activities of data
communication system services that can be used for transmitting
voice, images, data, information, and packages. This service is
provided with guarantees of connectivity, quality, and security;
- Premium SMS Content Services, which includes providing content
through mobile networks with the cost charged via deduction from
prepaid deposits or postpaid mobile network customer bills. The
content provided includes all forms of information that can be in the
form of text, images, sound, animation, or a combination of all of
them in digital form, including downloadable application software
and premium SMS;
Page 15
- Telephony services for public use (ITKP), which includes service
businesses for transmitting calls via Internet Protocol (IP) networks.
This activity provides commercial internet telephony, connected to
the telecommunications network;
- Internet Interconnection Services (NAP), which includes activities of
providing access and/or routing for internet access service providers.
In providing access for internet access service providers, internet
interconnection service providers may provide networks for internet
transmission. Internet interconnection service providers are required
to interconnect with each other. Interconnection service providers
manage traffic for internet access service provision;
- Other Multimedia Services, which includes other multimedia
services.
(iii) Business in other information and communication sector:
- Activities of developing trade applications through the internet (e-
commerce), which includs activities of developing trade applications
through the internet (e-commerce). Activities include consultation,
analysis and application programming for trade activities through the
internet;
- Other computer programming activities, which includes
consultations related to the analysis, design, and programming of
other ready-to-use systems. These activities usually involve analyzing
the needs of computer users and their problems, problem-solving,
and creating software related to solving those problems. It also
includes writing simple programs according to the needs of computer
users. Designing the structure and content of, and/or writing the
computer code required to create and implement, such as system
software (upgrades and repairs), databases, and websites. It also
includes software customization, such as modifying and adjusting the
configuration of existing applications so that they function within the
client's information system environment;
- Information security consulting activities, which includes organizing
activities of consulting services for planning and supervising
information security, inspection or assurance of information security,
development and implementation of information security;
- Internet of Things (IoT) Consultation and Design Activities, which
includes consultation services, design, and creation of integrated
system solutions based on orders (not ready-made) by modifying
existing hardware, such as sensors, microcontrollers, and other
hardware. The modifications are carried out on IoT hardware and/or
software embedded within it;
Page 16
- Computer Consulting Activities and Other Computer Facility
Management, which includes consulting services on the types and
configurations of computer hardware with or without associated
software applications. Planning and designing computer systems that
integrate hardware, software, and computer communication
technology. Consultations typically involve analyzing the needs and
problems of computer users and providing the best solutions. Units
classified under this subcategory may provide hardware and software
system components as part of an integrated service or these
components may be provided by third parties or vendors. Units
classified under this subcategory generally install systems and train
as well as support system users. This includes providing management
and operation of client computer systems and/or data processing
facilities at the client’s location, as well as related supporting services;
- Information Technology Activities and Other Computer Services,
which includes including information technology activities and other
computer services related to activities not classified elsewhere, such
as computer damage recovery, personal computer setup installation,
and software installation. It also includes incident management and
digital forensics activities;
- Data processing activities, which include the processing and
tabulation of all types of data. These activities can cover the entire
stages of processing and report writing from customer-provided data,
or only part of the processing stages. This includes the allocation of
mainframe facilities to clients and the provision of data entry and big
data management activities;
- Hosting activation and related services, namely service provision
related to hosting infrastructure, data processing services and related
activities, as well as hosting specializations, such as web hosting,
streaming services, and application hosting. This includes cloud
computing storage;
- Web portal and/or digital platform for commercial purposes, which
includes the operation of a website for commercial purposes that
uses search engines to generate and maintain a large database of
addresses and internet content in a searchable format. The operation
of a website that acts as a portal to the internet, such as media sites
that provide regularly updated content, either directly or indirectly
for commercial purposes, the operation of digital platforms and/or
websites/portals that conduct electronic transactions in the form of
business activities facilitating and/or mediating the transfer of
ownership of goods and/or services and/or other services through
the internet and/or electronic devices and/or other electronic
systems conducted for commercial (profit) purposes, which includes
activities of one, part, or all of the electronic transactions, namely
ordering, payment, and delivery for these activities. Included in this
group are websites/portals and/or digital platforms that have a
commercial (profit) purpose, which are applications used to facilitate
Page 17
and/or mediate electronic transaction services, such as merchant
aggregators (marketplaces), digital advertising, and on-demand
online services;
- Software Publishing, which includes business activities in the
publication of ready-to-use software (not custom-made), such as
operating systems, business applications and others, and video
games for all operating system platforms;
- Resale of telecommunication services, which includes the business of
providing resale of telecommunication services, such as telephone
kiosks (wartel), which provide telephone, facsimile, telex, and
telegraph services, resale of internet access services such as internet
cafés or cyber cafés, and resale of other telecommunication services;
- Artificial Intelligence-Based Programming Activities, which includes
consultation followed by analysis and programming that utilizes
artificial intelligence (AI) technology, including subsets of AI such as
machine learning, natural language processing, expert systems, and
other AI subsets.
(b) to carry out business activities in the construction sector, including:
(i) Construction of industrial buildings, which includes the business of building,
maintaining, and/or rebuilding buildings used for industry, such as
industrial/factory buildings, workshop/building garages, factory buildings for
the management and processing of nuclear materials. This includes activities
of modification and renovation of industrial buildings.
(ii) Other Building Construction, which includes the business of constructing,
maintaining, and/or rebuilding buildings used for purposes other than those
in groups 41011 to 41018, such as places of worship (mosques, Catholic
churches, Christian churches, temples, viharas, Chinese temples),
terminal/station buildings, railway depots, monumental buildings, state and
central/regional government buildings, airport buildings, aircraft hangars,
PKPPK buildings (Firefighting at Airports), historical buildings, prison
buildings, meeting halls, warehouses, generator buildings, pump houses,
depots, power house buildings, electrical substation buildings, signal
substation buildings, towers, storage buildings including explosive storage
and others. It also includes activities related to modifications and renovations
of other buildings.
(iii) Telecommunications Center Construction, which includes activities of
building, maintaining, and repairing the construction of telecommunications
center buildings along with their equipment, such as telephone and telegraph
central buildings, transmitter tower buildings, microwave radar receiver
buildings, small earth station buildings, and satellite stations. This also
includes local and long-distance communication pipe networks, transmission
networks, and telecommunications/telephone cable distribution networks
above ground, underground, and underwater.
Page 18
(iv) Telecommunications Installation, which includes the installation of
telecommunications systems in buildings, both residential and non-
residential, such as antenna installation. It covers the activities of installing,
maintaining, and repairing telecommunications installations at
telephone/telegraph exchanges, microwave transmitter stations, small earth
stations/satellite stations, and the like. It also includes the installation of
transmission and telecommunications networks, as well as
telecommunications installations in building structures and civil buildings.
(v) Electrical Installation, which includes activities of construction, installation,
maintenance, reconstruction of electrical installations at power plants,
transmission, substations, electricity distribution, power supply systems, and
electrical installations in building structures for both residential and non-
residential purposes, such as the installation of low-voltage electrical network
installations. This includes activities of installation and maintenance of
electrical installations in civil buildings, such as highways, railways, and
airfields.
(vi) Electronic Installation, which includes activities related to the installation of
electronic systems in buildings, both residential and non-residential, as well
as airport electronics and information technology (including
telecommunications and information technology systems), such as the
installation of alarm systems, closed-circuit TV and sound systems, and
commercial management systems (pre-paid electricity vouchers). It also
includes the installation of access control, scoring boards, timing systems,
perimeter pixel displays, master clocks, and other electronic facilities.
(vii) Installation services for maritime, river, and air navigation construction,
which includes activities for the installation and maintenance of constructions
and equipment related to maritime, river, and air navigation aids,
telecommunications – shipping/aviation, hydrography and meteorology,
shipping lanes, piloting, for the purpose of navigation and aviation safety.
(c) to carry out business activities in the Trade sector, including:
(i) Wholesale Trade of Computers and Computer Equipment, which includes the
business of wholesale trade of computers and computer equipment;
(ii) Wholesale Trade of Software, which includes wholesale trade of software;
(iii) Wholesale Trade of Electronic Spare Parts, which includes the business of
wholesale trade of valves and electronic tubes, semiconductor equipment,
microchips and ICs, and PCBs;
(iv) Wholesale trade of telecommunications equipment, which includes the
business of wholesale trade of telecommunications equipment, such as
telephone and communication equipment, including radio and television
broadcasting equipment.
(d) to carry out business activities in the professional, scientific, and technical activities
sector, including:
Page 19
(i) Other management consulting activities, which include provisions of advisory
assistance, guidance, and business operations as well as other organizational
and management issues, such as strategic and organizational planning;
decisions related to finance; marketing goals and policies; human resources
planning, practices, and policies; production scheduling planning and control.
The provision of these business services may include advisory assistance,
guidance, and operations in various management functions, management
consulting by agronomists and agricultural economists in the field of
agriculture and similar areas, design of accounting methods and procedures,
cost accounting programs, budget control procedures, provision of advice
and assistance for business and public services in planning, organizing,
efficiency and supervision, management information, and others. This
includes investment study services for infrastructure;
(ii) Advertising, which includes advertising service businesses (either with their
own capabilities or subcontracted), covering advisory, creative, production of
advertising materials, media planning and buying services. Activities included
are the creation and placement of advertisements in newspapers, magazines,
and tabloids, radio, television, internet, and other media; creation and
placement of field advertisements, such as billboards, panels, types of posters
and images, flyers, pamphlets, circulars, brochures and frames, window
advertisements, exhibition space design, car and bus advertisements, and
others; media depiction, which is the sale of space and time for various types
of advertising media requests; aerial advertising, distribution or delivery of
advertising materials or samples; providing advertising space on billboards or
other signage; creation of booths and other exhibition structures and spaces;
and leading marketing campaigns and other advertising services aimed at
attracting and retaining costumers such as product promotions, point of sale
marketing, direct mail advertising, marketing consulting.
(e) to carry out business activities in the rental and leasing activities without option rights
and employment sector, including:
(i) Selection and placement of domestic workers activities, which includes the
registration, selection and placement of domestic workers in various business
sectors and/or service activities carried out through inter-employment
exchanges, local employment and inter-regional employment mechanisms by
Private Employment Placement Agencies (LPTKS), and recruitment and
placement companies for seafarers domestically based on marine
employment agreements and/or collective bargaining agreements, including
the provision of executive personnel to other parties;
(ii) Provision of Human Resources and Human Resource Management Functions,
which includes human resource activities and human resource management
services for employers. These activities are specifically intended to organize
human resources and personnel management tasks. These activities provide
workers' histories in matters related to wages, taxes, and financial issues, and
other resources including the provision of worker or labor services;
Page 20
(iii) Customer Center Activities, which provide call center business services such
as inbound call centers (incoming calls), answering calls from customers by
human operators, automatic call distribution, telephone and computer
integration, interactive voice response systems or similar methods to receive
requests, provide information products related to customer assistance
requests, or channel complaints from customers; outbound call center
(outgoing calls), using similar methods to sell or market goods or services to
potential customers, conduct market research or public opinion surveys, and
similar activities to customers;
(iv) Rental and leasing activities without an option to purchase of office machines
and equipment, which includes rental and leasing activities without an option
to purchase (operational leasing) of all types of office machines and
equipment without operators, such as typewriters, accounting machines,
calculating machines and equipment (cash registers, electronic calculators,
and others), data processing machines, photocopiers, office furniture, and
the like. Includes rental of computers and their accessories without
operators;
(v) Private Information and Communication Technology Job Training, which
includes job training activities aimed at increasing skills/expertise in the fields
of networking, technical support, computer engineering, programming,
multimedia, database, system analyst, graphic design, office tools, animation,
artificial intelligence, IT governance, public relations, public speaking, and
others organized by the private sector;
(vi) Private Information and Communication Technology Job Training, which
includes job training activities aimed at increasing skills/expertise in the fields
of networking, technical support, computer engineering, programming,
multimedia, database, system analysis, graphic design, office tools,
animation, artificial intelligence, IT governance, public relations, public
speaking, and others organized by companies.
(f) to carry out business activities in the real estate sector, including:
(i) Self-owned or leased real estate which includes the business of buying,
selling, leasing, and operating real estate whether owned or leased, such as
apartment buildings, residential and non-residential buildings (such as
storage facilities or warehouses, malls, shopping centers, and others), as well
as providing houses and flats or apartments with or without furniture for
permanent use, either monthly or annually. It includes activities such as
selling land, developing buildings to be self-operated (for renting out spaces
in the building), subdividing real estate into plots without land development,
and operating residential areas for movable houses.
4. Management and Supervision
Based on (i) Deed of Statement of Meeting Resolutions of PT Aplikanusa Lintasarta
No. 32 dated 11 February 2026, made before Aulia Taufani, S.H., Notary in South
Jakarta, which deed has obtained the Receipt of Notification of Changes to the
Company’s Data from the Minister of Law based on Letter No. AHU-
AH.01.09.0158753 dated 2 March 2026, and has been registered in the Company
Page 21
Registry at the Ministry of Law No. AHU-0061357.AH.01.11.TAHUN 2026 dated 2
March 2026 jo. (ii) Deed of Statement of Meeting Resolutions No. 11 dated 23 April
2026, drawn up before Aryanti Artisari, S.H., M.Kn Notary in Jakarta, which is currently
still in the process of being finalized based on Cover Note No. 04/IV/2026 dated 23
April 2026, the latest composition of the Board of Directors and Board of
Commissioners as stated in the deed is as follows:
Board of Commissioner
President Commissioner : Dody Budi Waluyo
Commissioner : Aviliani
Commissioner : Vikram Sinha
Commissioner : Irsyad Sahroni
Commissioner : Yeni Sugiharto
Commissioner : Lee Chi Hung
Commissioner : Muhammad Buldansyah
Board of Directors
President Director : Armand Hermawan
Director : Hendra Lesmana
Director : Ginandjar
Director : Zulfihadi
Director : Hariyadi (Hariyadi Ramelan)
C. SUBSIDIARY
1. Brief History
The Subsidiary is a limited liability company established under the laws of the Republic
of Indonesia, domiciled in Jakarta, as stated in the Deed of Establishment of the
Limited Liability Company PT Infra Fiber Teknologi No. 81 dated 22 December 2025,
made before Buchari Hanafi, S.H., Notary in South Jakarta, which has obtained
approval from the Minister of Law in accordance with Decree No. AHU-
0110608.AH.01.01.TAHUN 2025 dated 23 December 2025, and has been registered in
the Company Registry No. AHU-0290388.AH.01.11.TAHUN 2025 dated 23 December
2025 (“Deed of Establishment of the Subsidiary”).
As of the date this Disclosure of Information is issued, the Deed of Establishment of
the Subsidiary has not undergone any changes.
2. Capital Structure and Shareholder Composition
The Subsidiary’s latest Capital Structure and Composition of Shareholders is as
stipulated in Deed of Establishment of the Subsidiary, as follows:
Nominal Value IDR1,000,000 per Shares
Remarks Number of Total Nominal Value Percentage
Shares (Rp) (%)
Authorized Capital 100,000 100,000,000,000
Page 22
Nominal Value IDR1,000,000 per Shares
Remarks Number of Total Nominal Value Percentage
Shares (Rp) (%)
Issued and Paid-up Capital
1. Company 67,716 67,716,000,000 99
2. Lintasarta 684 684,000,000 1
Total Issued and Paid-up Capital 68,400 68,400,00,000
3. Business Activities
Pursuant to Article 3 paragraph 1 of the Deed of Establishment of the Subsidiary, the
purpose and objective of the Subsidiary is to conduct business activities in the sector
of Telecommunication Activities with Cables (Indonesia Standard Classification of
Business Fields 61100).
Furthermore, Article 3 paragraph 2 of the Subsidiary’s Articles of Association states
that to achieve the purposes and objectives mentioned above, the Subsidiary may
perform the following business activities:
This group covers activities relating to the operation, maintenance, or provision of
access to facilities for the transmission of voice, data, text, sound, and video using
telecommunications cable infrastructure, including the operation and maintenance
of switching and transmission facilities to provide point-to-point communications via
terrestrial lines, microwave, data links and satellite connections, the operation of
cable distribution systems (i.e., for the distribution of data and television signals); and
telegraph facilities and other non-vocal communication equipment using proprietary
facilities. The transmission facilities conducting these activities may be based on a
single technology or a combination of various technologies. This includes the
purchase of access to and network capacity from network owners and operators and
the provision of telecommunications services utilizing such capacity for business and
residential customers, as well as the provision of internet access through cable-based
infrastructure operators. This group also includes activities relating to the operation
of fixed telecommunications networks intended to enable the provision of public
telecommunications services and leased circuits. It further includes data
communication connection activities in which transmission is carried out on a
packet-switched basis, via a switching center or through other networks, such as the
Public Switched Telephone Network (PSTN). Also included are terrestrial network
operation activities serving certain mobile customers, including radio trunking
services and public paging radio services.
4. Management and Supervision
Based on the Deed of Establishment of the Subsidiary, the latest composition of the
Board of Directors as stated in the deed is as follows:
Board of Commissioners
President Commissioner : Reski Damayanti
Commissioner : Irsyad Sahroni
Page 23
Board of Directors
Director : Raden Rudi Wismanto
EXPLANATION, CONSIDERATIONS AND REASONS FOR MATERIAL TRANSACTION AND IMPACT OF
THE TRANSACTION TO THE FINANCIAL CONDITION OF THE COMPANY
A. BACKGROUND, REASON, AND BENEFIT OF CARRYING OUT THE TRANSACTION
The Company and Lintasarta have a number of telecommunications infrastructure assets that
have been used to support their respective operational activities. Considering the industry's
need for more integrated and efficient infrastructure, the Company and Lintasarta see the
need to consolidate these assets into a single entity focused on network infrastructure
management.
To achieve this goal, the Company and Lintasarta will make the Subsidiary the entity that will
manage and develop the infrastructure assets. In the framework of arranging the business
and capital structure of the Subsidiary, the Company and Lintasarta will have a stake in the
new shares issued by the Subsidiary through the in-kind contribution mechanism over assets
relevant to the Subsidiary's business activities, and will conduct Signing of Operational
Agreements which will serve as the legal basis for regulating the relationship between the
Company, Lintasarta, and the Subsidiary. This agreement not only governs the scope of
business and operational governance, but also establishes the rights and obligations of each
party.
Through this Transaction, the Company and Lintasarta hope to achieve several benefits,
including:
1. The consolidation and optimization of assets so that infrastructure management
becomes more centralized and optimal.
2. The creation of open access to infrastructure assets that can be utilized by all actors
in the Indonesian telecommunications industry.
3. In connection with the development of infrastructure assets through the Subsidiary,
it is expected to encourage healthy competition in the telecommunications industry,
thus ultimately providing broader benefits for society.
4. Strengthening the capital structure of the Subsidiary to support future development
and expansion.
5. Increased business focus for the Company and Lintasarta by separating infrastructure
management into a dedicated entity.
6. Creating long-term value for shareholders through a more structured and growth-
oriented infrastructure entity.
Furthermore, the Company and Lintasarta will divest their shares in the Subsidiary to a third
party (“Investor”), where the Investor will acquire the Subsidiary.
Page 24
B. OBJECT OF THE TRANSACTION
The Object of the Transaction is the Fiber Optic assets owned by the Company and Lintasarta,
which consist of: (i) Backbone; (ii) Access; and (iii) Domestic Subsea.
C. NATURE OF THE MATERIAL TRANSACTION
The determination of the materiality of the in-kind contribution transaction and the
operational agreement is based on the Company's Audited Financial Statements for the
period ending 31 December 2025, in connection with:
1. The Capital Injection by the Company in the Subsidiary, the Transaction value is 34.2%
(thirty four point two percent) of the Company's equity and the total assets of the
Subsidiary are 0.1% (zero point one percent) of the Company's total assets. Therefore, the
Capital Injection by the Company in the Subsidiary constitutes a Material Transaction as
referred to in OJK Regulation No. 17/2020 as it has a value exceeding 20% but less than
50% of the materiality threshold as referred to in OJK Regulation No. 17/2020.
Based on Article 11 letter (a) of OJK Regulation No. 17/2020, considering that this
transaction is carried out by the Company with a controlled company owned at 99%, the
Company as a public company is only required to fulfil the following: (i) announce
disclosure of information to the public within 2 working days after the Capital Injection by
the Company in the Subsidiary; (ii) submit the disclosure of information referred to in
point (i) to the OJK along with the supporting documents.
2. The value of the Capital Injection by Lintasarta in the Subsidiary is 0.6% (zero point six
percent) of the Company's equity, and the total assets of the Subsidiary are 0.1% (zero
point one percent) of the Company's total assets. Therefore, the Capital Injection by
Lintasarta in the Subsidiary does not constitute as a Material Transaction as referred to in
OJK Regulation No. 17/2020.
For your information, the value of all operational agreements will be treated as an integral
part of the Capital Injection by the Company and the Capital Injection by Lintasarta.
D. NATURE OF THE AFFILIATED RELATIONSHIP OF THE PARTIES ENGAGED IN THE
TRANSACTION
This transaction falls under the criteria of an Affiliated Transaction based on OJK Regulation
No. 42/2020, where the arising Affiliated relationship is as follows:
Company
72.36%
99%
Lintasarta
1%
Subsidiary
Page 25
Affiliated Relationship between the Company and the Subsidiary
1. 2 (two) companies where there is 1 (one) or more members of the board of directors
or board of commissioners who are the same, namely Irsyad Sahroni and Reski
Damayanti; and
2. The Subsidiary is a company controlled by the Company.
Therefore, the Capital Injection by the Company into the Subsidiary is an Affiliated Transaction
as referred to in OJK Regulation No. 42/2020. However, based on Article 33 of OJK Regulation
No. 17/2020, in the event that a Material Transaction is also an Affiliated Transaction as
referred to in OJK Regulation No. 42/2020, the Company as a public company is only required
to comply with the provisions as regulated in OJK Regulation No. 17/2020.
Affiliated Relationship between Lintasarta and the Subsidiary
1. 2 (two) companies where there is 1 (one) or more members of the board of directors
or board of commissioners who are the same, namely Irsyad Sahroni; and
2. 2 (two) companies controlled, either directly or indirectly, by the same party, namely
the Company.
Therefore, the Capital Injection by Lintasarta into the Subsidiary constitutes an Affiliated
Transaction as regulated in OJK Regulation No. 42/2020. Accordingly, based on Articles 3 and
4 of OJK Regulation No. 42/2020, the Company as a public company is required to comply with
the provisions as stipulated in OJK Regulation No. 42/2020.
E. ANALYSIS REGARDING THE IMPACT OF TRANSACTIONS ON THE COMPANY'S FINANCIAL
CONDITION
PT INDOSAT Tbk AND SUBSIDIARIES
PROFORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 DECEMBER 2025
(Stated in millions of IDR)
Historical Proforma Notes Proforma
adjustment
ASSETS
CURRENT ASSETS
Cash and cash equivalents 5,075,324 - 5,075,324
Cash restricted for use 4,317 - 4,317
Accounts receivable:
- Related parties 1,034,128 - 1,034,128
- Third parties 2,566,372 - 2,566,372
Other receivables 14,081 - 14,081
Inventories 54,082 - 54,082
Tax refund claims and prepaid taxes 530,273 - 530,273
Current portion of long-term prepaid
expenses:
- Prepaid frequency and license fees 5,387,183 - 5,387,183
- Other prepaid expenses 613,931 - 613,931
Assets classified as held
for sale 2,505,843 (2,505,843) 1 -
Other current assets 1,218,340 - 1,218,340
Total current assets 19,003,874 (2,505,843) 16,498,031
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NON-CURRENT ASSETS
Cash restricted for use 66,889 - 66,889
Receivables from related parties 576,286 - 576,286
Tax refund claims 176,175 - 176,175
Finance lease receivables 5,838 - 5,838
Deferred tax assets 294,211 2,467,698 1 2,761,909
Long-term prepaid expenses:
- Prepaid frequency and license fees 447,577 - 447,577
- Other prepaid expenses 57,153 - 57,153
Investments in associated entities and joint ventures 1,039,448 - 1,039,448
Long-term investments 447,726 447,726
Fixed assets 75,099,499 2,505,843 1 77,605,342
Goodwill and other intangible assets 19,758,022 - 19,758,022
Investment property 478,665 - 478,665
Other non-current assets 1,178,508 - 1,178,508
Total non-current assets 99,625,997 4,973,541 104,599,538
TOTAL ASSETS 118,629,871 2,467,698 121,097,569
PT INDOSAT Tbk AND SUBSIDIARIES
PROFORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 DECEMBER 2025
(Stated in millions of IDR)
Historical Proforma Notes Proforma
adjustment
LIABILITIES
SHORT TERM LIABILITIES
Accounts payable:
- Related parties 164,290 - 164,290
- Third parties 1,043,412 - 1,043,412
Procurement debt - short term 8,846,572 - 8,846,572
Tax payable:
- Income tax 370,311 2,467,698 1 2,836,164
(1,845) 3
- Other taxes 356,969 - 356,969
Accruals 3,393,047 8,386 2 3,401,433
Short-term employee benefit liabilities 527,166 - 527,166
Long-term employee benefit liabilities - current
portion 98,712 - 98,712
Unearned revenue – short term 4,470,092 - 4,470,092
Customer advances 178,993 - 178,993
Current portion of long-term loans
- Loans 3,339,355 - 3,339,355
- Bond payables 245,937 - 245,937
- Sukuk 64,962 - 64,962
- Lease liabilities 6,438,621 - 6,438,621
Other short-term liabilities 960,827 960,827
Total short-term liabilities 30,499,266 2,474,239 32,973,505
LONG TERM LIABILITIES
Procurement debt - long term 1,304 - 1,304
Related parties payable 15,387 - 15,387
Deferred taxes liabilities 183,731 - 183,731
Long-term loans - after deducted with the short-term
portion
- Loans 8,498,450 - 8,498,450
- Bond payables 2,559,630 - 2,559,630
- Sukuk 671,346 - 671,346
- Lease liabilities 33,096,852 - 33,096,852
Long-term employee benefit liabilities – after
deducted with the short-tern portion 979,328 - 979,328
Unearned revenue – long term 1,968,128 - 1,968,128
Other long-term liabilities 647,341 - 647,341
Page 27
Total long-term liabilities 48,621,497 - 48,621,497
TOTAL LIABILITIES 79,120,763 2,474,239 81,595,002
PT INDOSAT Tbk AND SUBSIDIARIES
PROFORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 DECEMBER 2025
(Stated in millions of IDR)
Historical Proforma Notes Proforma
adjustment
EQUITY
Equity attributable to owners of the
parent entity
Share capital - nominal value of IDR100 (in full IDR)
per Serie A share and Rp25 (in full IDR) per Serie B
share
- Authorized capital - 1 Serie A shares and
79,999,999,996 Serie B shares
- Issued and fully paid-up capital - 1 Serie A
shares and 32,250,810,956 Serie B shares 806,270 - 806,270
Additional paid-up capital 17,713,642 - 17,713,642
Retained earnings
- Appropriated 161,254 - 161,254
- Unappropriated 17,263,901 (8,386) 2 17,257,360
1,845 3
Other equity components 409,994 - 409,994
Exchange differences on translation of financial 11,175 - 11,175
statements
Remeasurement losses on
defined benefit plans (45,995) - (45,995)
36,320,241 (6,541) 36,313,700
Non-controlling interests 3,188,867 - 3,188,867
TOTAL EQUITY 39,509,108 (6,541) 39,502,567
TOTAL LIABILITIES AND EQUITY 118,629,871 2,467,698 121,097,569
PT INDOSAT Tbk AND SUBSIDIARIES
PROFORMA CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE PERIOD OF YEAR ENDED IN 31 DECEMBER 2025
(Stated in millions of IDR)
Historical Proforma Notes Proforma
adjustment
REVENUE
Cellular 47,355,601 - 47,355,601
Multimedia, Data Communication, Internet (“MIDI”) 8,344,950 - 8,344,950
Fixed Telecommunications 817,590 - 817,590
Total Revenue 56,518,141 - 56,518,141
(EXPENSES) INCOME
Cost of services (23,828,490) - (23,828,490)
Depreciation and amortisation (15,831,135) - (15,831,135)
Employee (3,449,691) - (3,449,691)
Marketing (1,677,341) - (1,677,341)
General and administrative expenses (965,324) - (965,324)
Foreign exchange loss – net (16,603) - (16,603)
Share of net loss of associated entities and
joint ventures (1,423) - (1,423)
Net gain on disposal of fixed assets 161,441 - 161,441
Others – Net 365,292 (8,386) 2 356,906
Total Expenses (45,243,274) (8,386) (45,251,660)
11,274,867 (8,386) 11,266,481
Page 28
Interest income 189,402 - 189,402
Foreign exchange gain – net 21,665 - 21,665
Finance costs (4,201,287) - (4,201,287)
-
(3,990,220) (3,990,220)
PROFIT BEFORE INCOME TAX 7,284,647 (8,386) 7,276,261
INCOME TAX EXPENSE (1,467,141) 1,845 3 (1,465,296)
PROFIT FOR THE YEAR 5,817,506 (6,541) 5,810,965
OTHER COMPREHENSIVE INCOME
Items that will be reclassified
to Profit or Loss
Foreign exchange differences arising from the
translation of financial statements of subsidiaries
and associated entities 720 - 720
– current year differences
Items that will be not be reclassified
to Profit or Loss
Remeasurement gains on defined
benefit plans 16,696 - 16,696
Related tax expense (3,673) - (3,673)
13,023 - 13,023
Other comprehensive income for the year
– after tax 13,743 - 13,743
TOTAL COMPREHENSIVE INCOME
FOR THE ONGOING YEAR 5,831,249 (6,541) 5,824,708
PROFIT FOR THE ONGOING YEAR
ATTRIBUTABLE TO
Owners of the parent entity 5,509,703 (6,541) 5,503,162
Non-controlling interests 307,803 - 307,803
5,817,506 (6,541) 5,810,965
TOTAL COMPREHENSIVE INCOME
FOR THE ONGOING YEAR
ATTRIBUTABLE TO
Owners of the parent entity 5,524,428 (6,541) 5,517,887
Non-controlling interests 306,821 - 306,821
5,831,249 (6,541) 5,824,708
PROFORMA ADJUSTMENT
For the purpose of preparing proforma consolidated financial information, we have made adjustments
to the Group as follows:
1. Lintasarta and the Subsidiary are under the same control within the Company. In accounting,
transactions conducted by parties under the same control are recorded at book value.
The capital injection in the Subsidiary through the in-kind contribution of fixed assets owned by
the Company and Lintasarta is carried out by:
• reclassifying assets classified as held for sale by the Company and Lintasarta with a total
book value of IDR2,505,843 into the Subsidiary's fixed assets for the same amount.
• recognizes the difference between the fair value of capital contributions and the book
value of the fixed assets as a deferred tax asset amounting to IDR2,467,698 in the
Subsidiary's books and as related income tax payable in the same total amount in the
books of the Company and Lintasarta.
2. The Group recorded expenses related to in-kind contribution transactions amounting to
(IDR8,386) in the income statement and related accruals in the statement of financial position.
Page 29
3. The Group recognized the related tax benefit impact from the in-kind contribution transaction
expense of IDR1,845 in the income statement and the related income tax payable in the statement
of financial position.
SUMMARY OF THE VALUATION REPORT
The Company has appointed Kantor Jasa Penilai Publik Ruky, Safrudin & Rekan (“KJPP RSR”) to
conduct a valuation of the fixed assets, business and to provide a fairness opinion on the Transaction.
The Transaction is a material transaction as regulated under OJK Regulation No. 17/2020 and an
affiliated transaction as regulated under OJK Regulation No. 42/2020, and therefore is required to
obtain a Fairness Opinion from an Independent Appraiser.
A. Summary of Lintasarta Asset Valuation Report
The following is a summary of the Lintasarta asset valuation report as stated in report No.
00502/2.0095-01/PP/06/0046/1/IV/2026 dated 27 April 2026:
(1) Valuation Object
Fiber Optic cable network with a total length of ±8,320,571 meters spread across various
operational areas covering the islands of Bali, Java, Kalimantan, Bangka Belitung Islands,
Riau Islands, Maluku, Nusa Tenggara, Papua, Sulawesi, and Sumatra.
(2) Purpose of Valuation
To provide an opinion on the Market Value of the appraisal object as of 31 December
2025, for the purpose of an in-kind contribution plan.
(3) Assumptions and Limitations
In this valuation, KJPP RSR uses the following assumptions:
1. The appraised assets does not have any legal issues and that ownership rights are
valid (free and clear), marketableand transferable.
2. In this valuation, KJPP RSR assumes that the copies of documents received by KJPP
RSR and related to the Valuation Object are accurate.
3. The identification of the location by the Assignor, Report User, and/or their
representative is assumed by KJPP RSR to be the correct Valuation Object, and it is
not KJPP RSR's responsibility if the assets presented to KJPP RSR different from or
are not the same as those intended within the scope of the assignment or the copies
of documents received by KJPP RSR.
4. In valuing the machinery and equipment of the fiber optic network infrastructure,
KJPP RSR relies on the data stated in the document copies and KJPP RSR assumes
such data to be accurate.
5. In valuing the machinery and equipment of the fiber optic network infrastructure,
any hidden and non-visible conditions are assumed by KJPP RSR to be in reasonable
condition.
6. The description of the specifications of the machinery and equipment of the fiber
optic network infrastructure is based on assumptions derived from visual inspection
and/or technical information obtained by KJPP RSR from the Assignor, Report Users,
and/or their representatives.
Page 30
7. In relation to the valuation assignment, assets classified as personal property are
valued either as part of an integrated operating unit or as individual unit in exchange,
in-situ.
8. In the event that the Assignor and/or the Report User does not provide accurate
data and information regarding the Valuation Object, including incorrect
identification of location (including by personnel assigned/representing the Assignor
and/or the Report User), KJPP RSR shall be released from responsibility for appraisal
results that are inaccurate due to such errors.
Terms and Conditions of Limitations include:
1. Information that has been provided by other parties to KJPP RSR as stated in the
valuation report is deemed appropriate and trustworthy, but KJPP RSR is not
responsible if it turns out that the information provided is proven not to be in
accordance with the real thing. Information that is stated without mentioning the
source is the result of KJPP RSR's review of existing data, examination of documents,
or statements from competent authority. The responsibility to verify the accuracy of
such information fully rests with the Assignor.
2. Unless it is regulated differently by existing laws and regulations, the valuation and
valuation report are confidential and only intended for the limited purpose of the
Assignor, their professional advisors, and the authorized institutions, and are
presented only for the purposes and objectives as stated in the valuation report.
KJPP RSR is not responsible to any party other than the specified Assignor. Other
parties who use this report are responsible for all risks that arise.
3. The value stated in this report as well as any other value in the report that is part of
the assets being valued applies only in accordance with the purpose and objective
of the valuation. The value used in this valuation report may not be used for other
valuation purposes that could result in errors.
4. All existing proof of ownership, legality, and permits are based on the information
and data provided by the Assignor.
5. Hidden improper conditions for assets that can give negative effect on value are not
the responsibility of KJPP RSR as they are another part of the other experts’s job.
6. KJPP RSR is released from all claims and obligations relating to the use of the report
that is inconsistent with the intent and purpose of the report.
7. It is not the responsibility of KJPP RSR for any possibility related to the legal status
of ownership, other agreements that were not conveyed to KJPP RSR, and KJPP RSR
considers that the assets are under lawful ownership and use, and there is no other
agreement that binds the assets.
8. KJPP RSR does not have any interest in the assets that KJPP RSR values, either now
or in the future, and KJPP RSR's duty to carry out this valuation does not depend on
the value reported by KJPP RSR.
9. The Valuer is not responsible to other parties, unless previously mentioned in the
engagement letter and the valuation report.
10. Whoever gets this report or copies thereof has no right to publish it or use it for any
purpose without the permission of tKJPP RSR or the owner, except the owner
themselves.
Page 31
11. KJPP RSR has the right and is not obligated to revise and improve the contents of this
valuation report if there is data or information that KJPP RSR obtains after the
completion of this report.
12. The data and information obtained are sourced from or validated by the Professional
Association of Appraisers.
13. The valuation report shall be deemed valid only if it bears the seal or stamp of KJPP
RSR and is signed by the licensed appraiser whose name appears above.
14. This valuation report constitutes a non-disclaimer opinion.
(4) Valuation Approaches and Methods
The approach used in this valuation is as follows:
• Income Approach
The income approach is used to obtain an indication of Market Value, namely by
discounting the net income of the asset. This approach is applied by taking into
account the characteristics of the asset as an income-producing property, where the
value of the asset is greatly influenced by its ability to generate cash flows in the
future; and
• Cost Approach
The cost approach is used to obtain an indication of Market Value through the
estimation of the Replacement Cost New (RCN) of the Fiber Optic Network asset.
Subsequently, deductions are made for all forms of depreciation, which include
Physical Depreciation, Functional Depreciation, and External (external/economic
obsolescence ) Obsolescence. The market value of the asset is obtained by subtracting
the total depreciation from the Replacement Cost New.
After obtaining the value based on the Income approach and the Cost approach, it is then
reconciled into a single value.
(5) Conclusion of Value
The Market Value of Lintasarta Assets as of 31 December 2025 is IDR256,046,000,000
(two hundred fifty-six billion forty-six million Rupiah).
B. Summary of The Company Asset Valuation Report
The following is a summary of the Company asset valuation report as stated in report No.
00502/2.0095-01/PP/06/0046/1/IV/2026 dated 27 April 2026:
(1) Valuation Object
• Fiber Optic Backbone and Access cable network with a total length of ±
71,245.292 meters spread across various operational regions including
Jabodetabek, West Java, Central Java, East Java, Kalimantan, Nusa Tenggara,
Sulawesi, and Sumatra.
• Submarine Fiber Optic cable network with a total length of ± 3.305.372 meters
spread across various operational segments including Jakabare, Jakarta -
Surabaya, Jakasusi, Jasutra, Javal.
Page 32
(2) Purpose of Valuation
To provide an opinion on the Market Value of the appraisal object as of 31 December
2025, for the purpose of an in-kind contribution plan.
(3) Assumptions and Limitations
In this valuation, KJPP RSR uses the following assumptions:
1. The appraised assets does not have any legal issues and that ownership rights are
valid (free and clear), and marketable and transferable.
2. In this valuation, KJPP RSR assumes that the copies of documents received by KJPP
RSR and related to the Valuation Object are accurate.
3. The identification of the location by the Assignor, Report User, and/or their
representative is assumed by KJPP RSR to be the correct Valuation Object, and it is
not KJPP RSR's responsibility, if the assets presented to KJPP RSR different from or
are not the same as those intended within the scope of the assignment or the copies
of documents received by KJPP RSR.
4. In valuing machinery and equipment of the fiber optic network infrastructure, KJPP
RSR relies on the data stated in the document copies and KJPP RSR assumes such
data to be accurate.
5. In valuing the machinery and equipment of the fiber optic network infrastructure,
any hidden and non-visible conditions are assumed by KJPP RSR to be in reasonable
condition.
6. The description of the specifications of the machinery and equipment of the fiber
optic network infrastructure is based on assumptions dreived from visual inspection
and/or technical information obtained by KJPP RSR from the Assignor, Report Users,
and/or their representatives.
7. In relation to the valuation assignment, assets classified as movable property are
valued either as part of an integrated operating unit or as individual unit in exchange,
in-situ basis.
8. In the event that the Assignor and/or the Report User does not provide accurate
data and information regarding the Valuation Object, including incorrect
identification of location (including by personnel assigned/representing the Assignor
and/or the Report User), KJPP RSR shall be released from responsibility for appraisal
results that are inaccurate due to such errors.
Terms and Conditions of Limitations include:
1. Information that has been provided by other parties to KJPP RSR as stated in the
valuation report is deemed appropriate and trustworthy, but KJPP RSR is not
responsible if it turns out that the information provided is proven not to be in
accordance with the real thing. Information that is stated without mentioning the
source is the result of KJPP RSR's review of existing data, examination of documents
or statements from competent authority. The responsibility to verify the accuracy of
such information fully rests with the Assignor.
2. Unless it is regulated differently by existing laws and regulations, the valuation and
valuation report are confidential and only intended for the limited purpose of the
Assignor, their professional advisors, and the authorized institutions, and are
presented only for the purposes and objectives as stated in the valuation report.
Page 33
KJPP RSR is not responsible to any party other than the specified Assignor. Other
parties who use this report are responsible for all risks that arise.
3. The values stated in this report as well as any other values in the report that is part
of the assets being valued applies only in accordance with the purpose and objective
of the valuation. The value used in this valuation report may not be used for other
valuation purposes that could result in errors.
4. All existing proof of ownership, legality, and permits are based on the information
and data provided by the Assignor.
5. Hidden improper conditions for assets can give negative effect on value are not the
responsibility of KJPP RSR as they are another are part of the other experts’s job.
6. KJPP RSR is released from all claims and obligations relating to the use of the report
that is inconsistent with the intent and purpose of the report.
7. It is not the responsibility of KJPP RSR for any possibility related to the legal status
of ownership, other agreements that were not conveyed to KJPP RSR, and KJPP RSR
considers that the assets are under lawful ownership and use, and there is no other
agreements that binds the assets.
8. KJPP RSR does not have any interest in the assets that KJPP RSR values, either now
or in the future, and KJPP RSR's duty to carry out this valuation does not depend on
the value reported by KJPP RSR.
9. The Valuer is not responsible to other parties, unless previously mentioned in the
engagement letter and the valuation report.
10. Whoever gets this report or copies thereof has no right to publish it or use it for any
purpose without the permission of KJPP RSR or the owner, except the owner
themselves.
11. KJPP RSR has the right and is not obligated to revise and improve the contents of this
valuation report if there is data or information that KJPP RSR obtains after the
completion of this report.
12. The data and information obtained are sourced from or validated by the Professional
Association of Appraisers.
13. The valuation report shall be deemed valid only if it bears the seal or stamp of KJPP
RSR and is signed by the licensed appraiser whose name appears above.
14. This valuation report constitutes a non-disclaimer opinion.
(4) Valuation Approaches and Methods
The approach used in this valuation is as follows:
• Income Approach
The income approach is used to obtain an indication of Market Value, namely by
discounting the net income of the asset. This approach is applied by taking into
account the characteristics of the asset as an income-producing property, where the
value of the asset is greatly influenced by its ability to generate cash flows in the
future; and
Page 34
• Cost Approach
The cost approach is used to obtain an indication of Market Value through the
estimation of the Replacement Cost New (RCN) of the Fiber Optic Network asset.
Subsequently, deductions are made for all forms of depreciation, which include
Physical Depreciation, Functional Depreciation, and External (external/economic)
Obsolescence. The market value of the asset is obtained by subtracting the total
depreciation from the Replacement Cost New.
After obtaining the value based on the Cost approach and the Income approach, it is then
reconciled using the weighted method into a single value.
(5) Conclusion of Value
The Market Value of the Company's Assets as of 31 December 2025, is
IDR8,186,665,000,000 (eight trillion one hundred eighty-six billion six hundred sixty-five
million Rupiah) and the Market Value of Lintasarta's Assets as of 31 December 2025, is
IDR 256,046,000,000 (two hundred fifty-six billion forty-six million Rupiah).
C. Summary of the Business Valuation Report
The following is the fiber business assessment report summary of the Company and Lintasarta
as stated in report No. 00036/2.0095-00/BS/06/0269/1/IV/2026 dated 28 April 2026:
(1) Valuation Object
Fiber business of the Company and Lintasarta as of 31 December 2025.
(2) Purpose of Valuation
To estimate the Market Value of the Company's and Lintasarta’s fiber business as of 31
December 2025 in connection with the Transaction Plan and reporting obligations in the
capital market, not for other transaction plans and not intended for banking and taxation
purposes.
(3) Assumptions and Limitations
This valuation report is a non-disclaimer opinion, KJPP RSR has conducted a review of
documents used in the process of preparing the fairness opinion, data and information
obtained from the Company's management and other sources whose accuracy can be
trusted.
This valuation report is prepared using financial projections provided by the Company's
management, reflecting the fairness of the projections and the ability to achieve them
(fiduciary duty).
KJPP RSR is responsible for conducting the analysis of the financial projections prepared
by the Company's management. KJPP RSR is responsible for the opinion presented in the
valuation report.
The valuation report is open to the public, except for information that is confidential and
may affect the Company's operations.
(4) Valuation Approaches and Methods
To determine the market value of the Company's and Lintasarta's fiber business, KJPP
RSR applies 2 approaches:
Page 35
• Income approach, which uses the discounted net cash flows of the business
• Asset approach, which uses adjustments to the market value of the assets of the
appraisal object
(5) Conclusion of Value
By using the income approach and the asset approach, the Market Value of the
Company's and Lintasarta’s fiber business as of 31 December 2025, are amounting to
IDR13,504,351,000,000 (thirteen trillion five hundred four billion three hundred fifty-one
million Rupiah) and IDR218,301,000,000 (two hundred eighteen billion three hundred
one million Rupiah), respectively.
D. Summary of the Fairness Opinion Report
The following is the summary of the fairness opinion report of the Transaction as stated in
report No. 00039/2.0095-00/BS/06/0269/1/V/2026 dated 6 May 2026:
(1) Identity of the Parties
Identity of the Parties involved in the Transaction are:
1. the Company;
2. Lintasarta; and
3. the Subsidiary.
(2) Object of Fairness Opinion
Asset in-kind contribution plan between the Company and Lintasarta into the Subsidiary.
(3) Purpose of Fairness Opinion
To assess the fairness of the asset in-kind contribution transaction.
(4) Assumption and Limitations
This fairness opinion report is a non-disclaimer opinion, KJPP RSR's has conducted a
review of documents used in the process of preparing the fairness opinion, data and
information obtained from the Company's management and other sources whose
accuracy can be trusted.
This fairness opinion report is prepared using financial projections provided by the
Company's management, reflecting the fairness of the projections and the ability to
achieve them (fiduciary duty).
KJPP RSR is responsible for conducting the analysis of the financial projections prepared
by the Company's management. KJPP RSR is responsible for the opinion presented in the
fairness opinion report.
The fairness opinion report is open to the public, except for information that is
confidential and may affect the Company's operations.
KJPP RSR has obtained information regarding the legal status of the Fairness Opinion
object from the Company.
(5) Fairness Analysis Approaches and Methods
a. Transaction analysis: identification of the parties involved in the transaction, analysis
of the terms and conditions of the agreements, and analysis of the benefits and risks
of the transaction;
Page 36
b. Qualitative analysis: analysis of the background of the transaction, brief explanation
of the Company and business activities, industry analysis, operational analysis,
business prospects, advantages and disadvantages of the transaction;
c. Quantitative analysis: analysis of historical performance, financial projection analysis,
proforma financial statement analysis, and incremental analysis;
d. Analysis of other relevant factors;
e. Analysis of the fairness of the transaction price;
(6) Fairness Opinion of the Transaction
By taking into account the fairness analysis of the transaction, which includes analysis of
the transaction plan, qualitative analysis and quantitative analysis, analysis of the fairness
of the transaction price, as well as other relevant factors, according to the opinion of KJPP
RSR, this transaction is Fair.
STATEMENT FROM THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS
In relation to the Capital Injection by the Company into the Subsidiary:
1. In accordance with Article 17 letter (f) of OJK Regulation No. 17/2020, Board of Directors of the
Company states that the Capital Injection by the Company into the Subsidiary constitutes a
Material Transaction which is also an Affiliated Transaction as referred to in OJK Regulation No.
42/2020.
2. In accordance with Article 17 letter (g) of OJK Regulation No. 17/2020, Board of Directors and
Board of Commissioners of the Company state that the Transaction does not contain a Conflict of
Interest as referred to in OJK Regulation No. 42/2020 and that all material information has been
disclosed and such information is not misleading.
In relation to the Capital Injection by Lintasarta into the Subsidiary:
1. The Board of Directors states that the Capital Injection by Lintasarta into the Subsidiary is not a
Material Transaction because the value of the Capital Injection by Lintasarta into the Subsidiary
is less than 20% of the materiality threshold as referred to in OJK Regulation No. 17/2020.
2. In accordance with Article 10 letter (h) of OJK Regulation No. 42/2020, the Company's Board of
Directors declares that the Transaction has gone through adequate procedures to ensure that
the Capital Injection by Lintasarta into the Subsidiary is carried out in accordance with generally
accepted business practices.
3. In accordance with Article 10 letter (i) of OJK Regulation 42/2020, Board of Directors and Board
of Commissioners state the Capital Injection by Lintasarta into the Subsidiary does not contain
a Conflict of Interest as referred to in OJK Regulation No. 42/2020 and that all material
information has been disclosed and such information is not misleading.
ADDITIONAL INFORMATION
In the event the Shareholders require further information, they may contact the Company at the
following address:
Page 37
PT Indosat Tbk
Indosat Ooredoo Hutchison Building
Jln. Medan Merdeka Barat No. 21, Jakarta 10110
Phone: (+62 21) 3000 3001 ext. 8803 / 8804
Email: corporate.secretary@ioh.co.id
Website: www.ioh.co.id
Jakarta, 11 May 2026
Regards,
Board of Directors
Names mentioned 46 people and organisations named in the text · linked when the evidence is strong
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FINANCIAL SERVICES AUTHORITY
p.1 ×3
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PT INFRA FIBER TEKNOLOGI IN THE FORM
p.1
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PT Infra Fiber Teknologi
p.2 ×2
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PT Ainfrastruktur Indonesia Raya
p.2 ×2
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Buchari Hanafi
· Notaris
p.2 ×9
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Mohamad Said Tadjoedin
· Notaris
p.3
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Minister of Law
p.3 ×6
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Ministry of Law
p.3 ×3
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person
Mohamad Rifat Tadjoedin
· Notaris
p.12
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Anisa Syamsiah Soraya
· Notaris
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Yayasan Kesejahteraan Karyawan
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Bank Indonesia
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Yayasan Perbanas
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Dana Pensiun Bank Rakyat
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Yayasan Kesejahteraan Pegawai
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Indonesia Tbk
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Dana Pensiun Bank CIMB Niaga
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Aulia Taufani
· Notaris
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Ministry of Law No. AHU-
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Aryanti Artisari
· Notaris
p.21
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Kantor Jasa Penilai Publik Ruky
p.29
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Safrudin & Rekan
p.29
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KJPP RSR
p.29 ×60
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