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20240423_TBIG_Rencana Transaksi Perubahan Kegiatan Usaha_31628930_lamp1.pdf
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Page 1 OCR 0.930
Unofficial English Translation
INFORMATION DISCLOSURE
TO THE SHAREHOLDERS OF
PT TOWER BERSAMA INFRASTRUCTURE TBK
The Board of Commissioners and the Board of Directors of the Company (as defined below), either severaily or jointly,
are fully responsibte for the completeness and accuracy of all information or material facts stated in this disclosure of
information to the Company's shareholders (“Disclosure of Information”) and emphasize that the information
provided in this Disclosure of Information is true and there are no undisclosed material facts that may render the
material information in this Disclosure of Information become untrue and/or misleading.
If you have any difficulty in understanding the information stated in this Disclosure of Information or are in doubt in
making any decision, we recommend you to consult with a securities intermediary, investment manager, legal
consultant, public accountant, or other professional advisors.
PT. TOWER BERSAMA INFRASTRUCTURE Tbk.
(the “Company” or “TBIS”)
Business Activities:
Integrated Telecommunication Infrastructure Service Provider through Subsidiarles
At present, the Company's main business activity is investing or participating in Subsidiaries.
Domiciled in South Jakarta, Indonesia
Head Office:
The Convergence Indonesia, Lantai 11 Kawasan Rasuna Epicentrum
Jl. H.R. Rasuna Said Jakarta Selatan 12940, indonesia
Telp. (62-21) 2924 8900 Fax. (62-21) 2157 2015
Email: corporate.secretary@tower-bersama.com
Website: www.tower-bersama.com
This Information Disclosure is provided by the Company in connection with the planned changes to business activities to be carried
out by PT Tower Bersama and PT Solu Sindo Kreasi Pratama, which are controlled companies of the Company, involving the addition
of business activities in Isasing power supply systems using batteries for telecommunication towers and leasing properties to comply
with the provisions of Article 32 in conjunction with Article 22 paragraph (1) subparagraph a of the Financial Services Authority
Regulation No. 17/POJK.04/2020 regarding Material Transactions and Changes in Business Activities ("POJK 17/2020").
GMS to approve this transaction will be held on May 30, 2024 from 10:09 — finish
The Disclosure of Information is issued on April 23, 2024
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Unofficial English Translation Sl Tower 1 Group SP, 1 BERSAMA / DEFINITION Subsidiaries means a company whose financial statements are consolidated with the Company in accordance with the applicable accounting standards in Indonesia. Public Appraisal Service Office means an entity has obtained a business license from the Minister of Finance as a framework for Public Appraisers to conduct business in the field of appraisal and other services. KBLI means Indonesian Business Field Standard Classification Group (KBLI) KJPP MPR means Martokoesoemo, Pakpahan & Rekan Public Appraisal Office, an appraisal service company registered with business license number 2.09.0070 through a Copy of the Decree of the Minister of Finance of the Republic of Indonesia Number 440/KM.1/2019, which has appraisal experience (track record) with A (Asset) and B (Business) classification. OIK means Financial Service Authority, an independent state institution, whose duties and authorities covers regulatory, supervisory, inspection, and investigation as stipulated in Act No. 21 of 2011 dated 22 November 2011 (on Financial Service Authority as the substitute body of Bapepam-LK effective since 31 December 2012), as amended by P2SK Law. Company or TBIG means PT Tower Bersama Infrastructure Tbk (formerly known as PT Banyan Mas), domiciled in South Jakarta, a publicIy listed company established by virtue of the Jaw of the Republic of Indonesia. POJK No. 17/2020 means OJK Regulation No. 17/POJK.04/2020 dated April 20, 2020 regarding Material Transaction and Change of Business Activities. POJK No. 15/2020 means OJK Regulation No. 15/POJK.04/2020 dated April 21, 2020 regarding Planning and Organizing General Meetings of Shareholders of Public Companies. Change of Business means the plan to change business activities by adding new business Activities Plan activities by TB and SKP, Subsidiaries, whereby TB and SKP have contributed revenue of more than 2096 to the Company's revenue GMS means a general meeting of shareholders of the Company SKP means PT Solu Sindo Kreasi Pratama, subsidiary of the Company Business Feasibility Study means a professional assessment assignment provided by a Business Appraiser in the form of an opinion to determine the feasibility of a business or project. Appraisal Date means in this report has the same meaning as Business Feasibility Study Date, which is the date of issuance of an opinion to determine the feasibility of a business or project. TB means PT Tower Bersama, subsidiary of the Company P2SK Law means Law No. 4 of 2023 dated 12 January 2023 on Development and Strengthening of the Financial Sector, State Gazette of the Republic of Indonesia No. 4 of 2023, Supplementary State Gazette of the Republic of Indonesia No. 6845. PT Tower Bersama Infrastructure, Tbk Sedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum IL HR. Rasuna Said, Jakarta Selatan 12040 Telp 1462 21 2924 3900 Fax 1462 21 2157 2015 Gel 3 Las
Page 3 OCR 0.919
tj
AN Group
Ig INFORMATION ABOUT THE COMPANY
The Company was established under the name PT Banyan Mas, a limited liability company established
and governed by the laws of the Republic of Indonesia, with its registered office in South Jakarta, by
virtue of Deed of Establishment No. 14 dated 8 November 2004 made before Notary Dewi Himijati
Tandika, S.H, Notary in Jakarta, and approved by the Minister of Law and Human Rights of the Republic
of Indonesia ("MOLHR") pursuant to Decree No. C-28415HT.01.01.TH.2004 dated 12 November 2004,
registered at the Company Registration Office of South Jakarta under No. 2564/BH.09.03/X11/2004
dated 14 December 2004 and announced in the State Gazette of the Republic of Indonesia No. 5 dated
18 January 2005, Supplement No. 616.
The Company's Articles of Association as contained in the Deed of Establishment have been amended
several times, most recently by the Deed of Statement of Meeting Resolutions on Amendments to the
Articles of Association No. 116 dated 23 May 2022, made before Jose Dima Satria, S.H., M.Kn., Notary
in South Jakarta ("Deed No. 116/2022”), which was approved by the MOLHR pursuant to Decree No.
AHU-0038668.AH.01.02.TAHUN 2022 dated June 8 2022 and registered at the Company Registry
under No. AHU-0106607.AH.01.11.TAHUN 2022 dated June 8 2022. Based on Deed No. 116/2022, the
shareholders at the Company's GMS have approved, among other things: the amendment to Article 3
of the Company's Articles of Association in order to align and adjust with the 2020 Indonesian Business
Sector Classifications.
Based on the provisions of Article 3 of the Company's Articles of Association, the Company's objectives
and purposes are to invest or participate in other companies engaged in telecommunications support
activities and business in the service sector, particularly telecommunications support services. In
order to achieve the above objectives and purposes, the Company may carry out main business
activities with respect to holding company activities and other management consulting activities. To
support these main business activities, the Company may carry out supporting business activities,
namely telecommunications central construction, telecommunications installation and cable
telecommunications activities.
Currently, the Company has carried out all business activities in accordance with Article 3 of the
Company's Articles of Association by investing or participating directly and indirectly in 21 Subsidiaries,
which are engaged in providing telecommunications services, towers, fiber optic networks,
telecommunications work and investment.
Capital Structure and Shareholdering Composition
Based on the List of Company Shareholders as of 31 March 2024 issued by PT Datindo Entrycom as
the Securities Administration Bureau, the capital structure and shareholding composition of the
Company are as follows:
PT Tower Bersama Infrastructure, Tbk
Gedung The Convergence indonesia (TCI), Lantai 11
Kawasan Rasuna Epicentrum 2 Ra
Jl, H.R, Rasuna Said, Jakarta Selatan 12940 cuman | (
Telp 1462 21 2924 8900
Fax 1462212157 2015
Page 4 OCR 0.828
Unofficial English Translation "ul 4 - TOWER £ BERSAMA PIN GROUP Description Nominal Value Rp20 per Share Pi Number of Nominal Value (Rupiah) Kanan Authorized Capital 72,100,600,000 1,842,012,000,000 Issued and Paid Up Capital Bersama Digital Infrastructure Asia Pte. Ltd,” 18,067,840,623 361,356,812,460 79.825 PT Wahana Anugerah Sejahtera 21098,321,890 41,966,436,800 9.271 Edwin Soeryadjaya 71,481,830 1,429,636,600 0.321 Hardi Wijaya Liong 58,359,905 1,367,198, 100 0.301 Dudianto Purwahjo 5,025,000 100,500,000 o.o21 Herman Setya Budi 2,625,000 92,500,000 o.o2x Helmy Yusman Santoso 3,125,000 62,500,900 0.015 Pubiic (ownership less than 556) 2,317,759,527 46,55, 190,940 Lo.2ay 22,636,538,7a5 452,730,77a,900 100.005 Treasury Shares 20,460,700 409,214,000 - Total of Issued and Paid Up Capital 22,656,999,445 453,139,988,900 100.001 Remaining Shares In Portfolio 49,443,600,555 988,872,011,100 Composition of the Company's Board of Commissioners and Board of Directors Based on Deed No. 116/2022, which has been notified to the MOLHR as evidenced by Receipt of Notification of Data Changes No, AHU-AH.01.09-0019739 dated 8 June 2022 and registered at the Company Registry No. AHU-0106607.AH.01.11.TAHUN 2022 dated June 8 2022, the composition of Board of Directors and Board of Commissioners is as follows: Board of Commissioners President Commissioner : Edwin Soeryadjaya Commissioner : Verena Lim Independent Commissioner : Ludovicus Sensi Wondabio Independent Commissioner : Heri Sunaryadi Board of Directors President Director : Herman Setya Budi Vice President Director : Hardi Wijaya Liong Director : Budianto Purwahjo Director : Helmy Yusman Santoso PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCi), Lantal 11 Kawasan Rasuna Epicentrum 3 IRGA Jl. H.R. Rasuna Said, Jakarta Sefatan 12940 cemurto 9 Telp 1162 21 2924 8900 am RA Fax 1162 212157 2015
Page 5 OCR 0.909
Unofficial English Translation "at 4 - TOWER TC, BERSAMA IN GROUP Audit Committee In accordance with OJK Regulation no. 55/POJK.04/2015 dated 29 December 2015 regarding the Establishment and Work Performance Guide of an Audit Committee, the Company has established an Audit Committee as stated in the Circular Resolutions of the Board of Commissioners dated 5 June 2020, with the following member composition: Chairman : Ludovicus Sensi Wondabio Member : Agung Nugroho Soedibyo Member : Agustino Sunarko Nomination and Remuneration Committee In accordance with OJK Regulation no. 34/POJK.04/2014 dated 8 December 2014 regarding the Nomination and Remuneration Committee for issuers or Public Companies, the Company has established a Nomination and Remuneration Committee as stated in the Circular Resolutions of the Board of Commissioners dated 24 March 2023, with the following member composition: Chairman : Heri Sunaryadi Member : Lie Sie An Member : Tajudin Corporate Secretary The Company has appointed a Corporate Secretary based on Directors' Decree 157/TBG-TBI- 001/FAL/01/VII/2010 dated 8 July 2010, and the appointment of the Corporate Secretary is in accordance with OJK Regulation No. 35/POJK.04/2014 concerning Corporate Secretary of Issuers or Public Companies. On the date of Information Disclosure, the Corporate Secretary is: Name : Helmy Yusman Santoso Office Address : The Convergence Indonesia, Lantai 11 Kawasan Rasuna Epicentrum JI H.R, Rasuna Said Jakarta Selatan 12940, Indonesia Phone No. 1 62-21-2924 8900 Fax No, : 62-21-2157 2015 Email : corporate.secretary@tower-bersama.com Information on the Company's Subsidiaries The Company has direct and indirect investment in 21 Subsidiary Companies, as follows: PT Tower Bersama Infrastructure, Tbk Gedung Tha Convergence Indonesia (TCI), Lantai LL Kawasan Rasuna Epicentrum 4 JL LR. Rasuna Said, Jakarta Selatan 12940 Telp 1462 21 2924 8900 1462 21 2157 2015
Page 6 OCR 0.806
Unofficial English Translation NN da TOWER Ss, & BERSAMA 1 Group “ Company w Dom ara Yearof Pa of , Ownership (96) lo. Business Activities! omicile ompany mmercial . - Name Investment “Stablishment Operation Direct Indirect 1 PT Telenet Telecommunications South 2004 1999 1999 99,505 - Internusa services, towers and Jakarta (TI) telecommunications work 2 PT United Telecommunications South 2005 2004 2004 99.9056 0.106 through Towerindo services, towers and Jakarta TB (“UT”) telecommunications work 3 PT Batavia Telecommunications South 2005 2005 2006 - 89.908 through Towerindo services, towers and Jakarta UT and 10.1056 (“BT”) telecammunications through TB work 4 PT Tower Telecommunications South 2006 2006 2006 99.995 0.015 through Bersama services, Jakarta To (“TB”) telecommunications Consulting, telecommunications network development, rentalof telecommunications towers and eguipment, and telecommunications work, 5. PTTowerindo — Telecommunications South 2011 2009 2609 0.025 99.988 through Konvergensi — services, towers and Jakarta TB (TK) telecommunications work & PT Prima Telecommunications South 2009 2003 2003 9.01? 99.994 through Media Selaras services, towers and Jakarta TB (“PMS”) telecommunications work . PT Mitrayasa Telecommunications South 2011 2004 2004 - 70.005 through Sarana services, Jakarta TB and 30.003 Informasi telecommunications through SKP (“Mitrayasa”) — consulting, construction Of telecommunications facilities and infrastructure and telecommunications “work 8 PT Metric Investment company South 2010 2010 2010 98.748 1.264 through Solusi Jakarta 78 Integrasi (“MSI”) a PT Solu Sindo Telecommunications South 2010 1999 1999 - 99.714 Kreasi services, Jakarta through MSI Pratama telecommunications (“SKP”) Consulting, telecommunications network development, rentalof telecommunications towers and eguipmant, and telecommunicatians work 10, PT TowerOne — Investment Company South 2007 2006 2006 99.905 - (“TO”) Jakarta 1. PT Bali Telecommunications South 2008 2003 2003 0.012 99.995 Telekom services, towers and Jakarta through TO (“Balikom") telecommunications work 12. PT Triaka Telecommunications South 2009 2009 2009 90004 — 100015 through Bersama services, towers and Jakarta TB (“Triaka") telecommunications work PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 5 LRGA Jl. H.R, Rasuna Said, Jakarta Selatan 12940 CERTIRIED Telp :162 21 29248900 ar Fax 1462 21 2157 2015
Page 7 OCR 0.734
Unofficial English Translation “ut 4 - TOWER
OA AMA
AN Group
Yearof Year of Gwnership (26)
Company “1 Ra Year of 1 ”— ——-
Na. Name Business Activities?! Domicile apa Establishment Seat Direct Indirect
1 PTSolsi Telecommunications — South 2011 2011 2012 TODIK 29575 through
Menara services, towers and Jakarta SKP
Indonesia telecommunications
(SM?) work
14. TBGGlobal — Investment Company Singapore 2013 2013 2013 100001 -
Pte. Ltd.
(“t8ce")
15. PT Menara Investment Company —— South 2013 2013 Notyetin — 99.994 0.016 through
Bersama Jakarta operation Ts
Terpadu
("MBT”)
16. PTJaringan — Telecommunicationg — Central 2016 2015 2016 0.085 83.3696 through
Pintar eguipment maintenance jakarta Ts
Indonesia services and
(“pr telecommunications
consulting
H1. PTGihon Telecommunication West Jakarta — 2018 2001 2001 50.356 -
Telekomuni- support services
kasi Indonesia
Tbk (“GHON”)
18 PTVisi Telecommunications — South 2018 1995 1995 510956 -
Telekomuni- — Infrastructureservices, — Jakarta
kasi investing or participating
Infrastruktur in other companies
Tbk(“GOLD") — engaged in
telecommunications
support activities, and
telecommunications
support services
19. ?TPermata — Telecommunicationg ”— South 2018 2013 2013 - 99.995 through
Karya Perdana towerandeguipment Jakarta soto
(“PKP) rental services
20. PT Unicom Fiber optic network West Jakarta — 2022 2020 2021 . 80.0056 through
Muda Utama rental services UT
(Wunicom")
21. PT Global Fiber optic network South 2023 2018 2021 - 70.008 through
Patra tental services Tangerang GHON
Sinertama
("Gps")
Hore
tip Business activities ctualiy carried out by each Subsidiary Comaany
Summary of Company Financial Data
The Consolidated Financial Statements of the Company for the year ended 31 December 2023 have
been audited by the Public Accounting Firm Tanubrata Sutanto Fahmi Bambang & Partners with
ungualified opinion, as stated in the independent auditor's report No. 00212/2.1068/AU.1/06/0117-
2/1/11/2024 dated 28 March 2024, signed by E. Wisnu Susilo Broto, S.E., Ak., M.Ak., CPA, CA.
Summary of the Company's consolidated financial statements is as follows:
PT Tower Bersama Infrastructure, Tbk
Gedung The Convergence Indonesia (TC), Lantai 11
Kawasan Rasuna Epicentrum 6 LRGA 8
JI. H.R, Rasuna Said, Jakarta Selatan 12940 Cakusico
Telp :462 21 2024 3900 Ba s3 ia
Fax 1462 21 2157 2015
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Unofficial English Translation La 3 - TOWER SP BERSAMA AN croup Consolidated Statement of Financial Position (in million Rupiah) 31 December 2022 2023 Total Asset 43,139,968 46,966,466 Total Liabilities 32,219,585 34,605,439 Total Eguity 10,920,383 12,361,027 Consolidated Statement of Profit or Loss and Other Comprehensive Income lin million Rupiah) For the year ended 31 December 2022 2023 Revenue 6,524,369 6,640,645 Gross Profit 4,741,044 4,738,248 Income from Operations 4,282,471 4,234,072 Income before Final Tax and Income Tax 2,405,199 2,370,238 Income before Income Tax 1,911,766 1,804,519 Net Profit for Current Year 1,689,441 1,601,353 Tota Comprehensive Income for the Current Year (551,194) 1,362,365 Basic Earnings Per Share Attributable to The Eguity Holder of Parent Company 34 69.1 PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 TEMA Moe su bebn1250 ' 29 Telp : 462 21 2924 8900 2 Sg Fax 2462 21 2157 2015
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Unofficial English Translation ud 4 v- TOWER « BERSAMA AN Group H. INTRODUCTION This Information Disclosure is provided to the Company's shareholders as a basis for consideration regarding the planned change of business activities to be conducted by TB and SKP, which are controlled companies of the Company, by adding business activities of leasing power supply systems using batteries for telecommunication towers and leasing properties. Before being able to carry out these additional business activities, the Company must obtain approval from the Company's shareholders in a General Meeting based on the provisions of Article 32 in conjunction with Article 22 paragraph (1) letter a of POJK No. 17/2020. The addition of these business activities is also conducted following the 2020 KBLI as regulated in the Central Statistics Agency Regulation No. 2 of 2020 regarding KBLI. Currently, TB and SKP have been operating telecommunication towers and micro cell poles for lease to telecommunication operator companies under long-term lease agreements. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TC), Lantai 11 Kawasan Rasuna Epicentrum 8 LRGA Jl. H.R. Rasuna Said, Jakarta Selatan 12940 Semat Telp :162 21 2924 5900 Fax 1462 21 2157 2015 Ts 3
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Unofficial English Translation mi 9 - TOWER BERSAMA 4 1 Group HL BRIEF DESCRIPTION OF THE TRANSACTION 1. BRIEF OF DESCRIPTION OF TB Brief History TB is headguartered in South Jakarta, established based on Deed No. 5 dated July 4, 2006, made before Darmawan Tjoa, S.H., S.E., a Notary in Jakarta, which received approval from the Ministry of Law and Human Rights based on Decree No. C-20821 HT.01.01.TH.2006 dated July 17, 2006, registered in the Company Register at the Jakarta Central Municipality Registration Office with No. $357/BH.09.05/V!!1/2006 dated August 3, 2006, and announced in State Gazette of the Republic of Indonesia No. 104 dated December 29, 2006, Supplement No. 13530. TB's Articles of Association have subseguently undergone several changes and the latest is as stated in the Deed of Statement of Circular Shareholder Resolutions TB No. 12 dated March 12, 2024, made before Darmawan Tjoa, S.H., S.E, Notary in Jakarta which has been approved by the Minister of Law and Human Rights based on Decree No. AHU-0016538.AH.01.02.TAHUN 2024 dated March 14, 2024 and registered in the Company Register with No. AHU- 0053722.AH.01.11.TAHUN 2024 dated March 14, 2024 (“Deed No. 12/2024”). Based on Deed No. 12/2024, TB shareholders approved changes to the provisions of Article 1 regarding Name and Domicile and the provisions of Article 3 regarding Purposes and Objectives and Business Activities. Business Activities Based on Article 3 of TB's articles of association, the purposes and objectives of TB are to engage in (i) central telecommunications construction (KBLI No. 42206): (ii) wholesale trade of telecommunications eguipment (KBLI No. 46523), (iii) wholesale trade of other machinery, eguipment, and supplies (KBLI No. 46599): (iv) cable telecommunications activities (KB8LI No. 61100), (v) Internet Service Provider (KBLI No. 61921), (vi) data communication system services (KBLI No. 61922), (Vii) rental and leasing activities without option rights for mining and energy machines and eguipment (KBLI No. 77395), (viii) operation of electricity supply installations (KBLI No. 35121), (ix) repair of electric motors, generators and transformers (KBLI No. 33141): (x) telecommunications installations (KBLI No. 43212): and (xi) real estate owned or leased (KBLI: 68111). Currentiy, TB operates in the field of telecommunications services, telecommunications consultancy, telecommunications network development, rental of tower and telecommunications eguipment, and telecommunications work. TB is headguartered at The Convergence Indonesia, Rasuna Epicentrum Area, Jl. H.R. Rasuna Said, South Jakarta 12940 - Indonesia. Capital Structure and Shareholdering Composition Based on the Deed of Circular Decision Statement of Shareholders No. 70 dated 25 June 2021 was made before Darmawan Tjoa, S.H., S.E., Notary in Jakarta, which has notified the Minister of Law and Human Rights based on the Letter of Acceptance of Notification of Changes to Company Data No. AHUAH.01.03-0401225 dated june 25, 2021 and registered in the Company Register with No. AHU-0112936.AH.01.11.TAHUN 2021 dated June 25, 2021, the capital structure and latest shareholding composition of TB at this time are as follows: PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 9 TROA JI. H.R. Rasuna Said, Jakarta Selatan 12940 cemmrted 2 21 29248900
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Unofficial English Translation ad Pi - TOWER Description Nominal Value Rp1,000,000 per Share 3 Number of Shares Nominal Value (Rupiah) Authorized Capital 300,000 300,000,000,000. Issued and Paid Up Capital Perseroan 139,049 139,049,000,000 99.991 PT Tower One 1 1,000,000 a01 Total of Issued and Paid Up Capital 139,050 139,050,000,000 100.004 Remaining shares in Portfolio 160,950 160,950,000,000 The Company has invested in TB since 2006. Management and Supervision Based on the Deed No. 12/2024, which has been notified to Minister of Law and Human Rights based on the Letter of Acceptance of Notification of Changes to Company Data No. AHU-AH.01.09- 0103282 dated March 14, 2024 and registered in the Company Register with No. AHU- 0053722.AH.01.11.TAHUN 2024 dated March 14, 2024, the current composition of members of the Board of Commissioners and Board of Directors of TB is as follows: Board of Commissioners Commissioner : Herman Setya Budi Board of Directors Director : Budianto Purwahjo 2. BRIEF OF DESCRIPTION OF SKP Brief History SKP, domiciled in South Jakarta, was established based on the Articles of Association No. 7 dated October 29, 1999, drawn up before Nanny Wiana Setiawan, S.H., a Notary in Jakarta, which was approved by the Ministry of Law and Human Rights based on Decree No. C- 24903.HT.O1.01.TH.2000 dated December 4, 2000, registered in the Company Registry at the Central Jakarta Company Registration Office with No. 054/8H.09.05/I/2001 dated January 12, 2001, and announced in the State Gazette Republic of Indonesia No. 72 dated September 6, 2002, Additional No. 10331/2002. The articles of association of SKP have subseguently undergone severa! amendments, with the latest being evidenced in the Circular Resolution of Shareholders No. 66 dated July 21, 2022, drawn up before Darmawan Tjoa, S.H., S.E, a Notary in Jakarta, which has been notified to the Ministry of Law and Human Rights based on Notification Acceptance Letter of Articles of Association Changes No. AHU.AH.01.03.0268575 dated July 21, 2022, and registered in the Company Registry with No. AHU-0140915.AH.01.11.YEAR 2022 dated July 21, 2022 (“Deed No. 66/2022”). Based on Deed No. 66/2022, the shareholders of SKP approved amendments to Article 11 regarding the Board of Directors, Article 12 regarding the Duties and Authorities of the Board of Directors, Article 13 regarding Board of Directors Meetings, Article 14 regarding the Board of Commissioners, and Article 15 regarding the Duties and Authorities of the Board of Commissioners. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 10 TROA Jl. H.R Rasuna Said, Jakarta Selatan 12946 camat Telp 1162 212924 8900 Fax 1162 21 2157 2015
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Unofficial English Translation “ad e - TOWER aa AMA AN Group Business Activities Based on Article 3 of SKP's articles of association, the purpose and objectives of SKP are to engage in: (i) telecommunications central construction (KBLI No. 42206), and (ii) wholesale trade of telecommunications eguipment (KBLI No. 46523). Currently, SKP operates in the telecommunications sector, providing telecommunications services, telecommunications consultancy, telecommunications network development, leasing of tower and telecommunications eguipment, and telecommunications works. SKP is headguartered at The Convergence Indonesia, Rasuna Epicentrum Area, Jl. H.R. Rasuna Said, South Jakarta 12940 - Indonesia. Capital Structure and Shareholdering Compeosition Based on the Deed of Shareholders' Circular Decision Statement No. 24 on August 9, 2018, made before Darmawan Tjoa, S.H., S.E., Notary in Jakarta, which was approved by the Minister of Law and Human Rights as stated in Decree No. AHU-0021798.AH.01.02.TAHUN 2018 dated October 14, 2018 and registered in the Company Register with No. AHU-0137209.AH.01.11.TAHUN 2018 dated October 14, 2018, the capital structure and latest shareholding composition of SKP at this time are as follows: Description Nominal Value Rp100,000 per Share. Kg Number of Shares Nominal Value (Rupiah) Authorized Capital 12,640,000 1,264,000,090,000 Issued and Paid Up Capital PT Metric Solusi Integrasi 4,400,000 440,000,000,000 99.719 Sakti Wahyu Trenggono 10,630 1,063,000,000 0.211 Abdul Satar 2,025 202,500,000 0.057 Total of Issued and Paid Up Capital 2,412,655 241,265,500,000 100.005 Remaining shares In Portfolio 3,227,345 822,734,500,000 The Company has invested in SKP through MSI since 2010. Management and Supervision Based on Deed No. 66/2022, which was notifisd to the Ministry of Law and Human Rights as evidenced by the Letter of Acceptance of Company Data Change Notification No. AHU.AH.01.09.0035632 dated July 21, 2022, and registered in the Company Register with No. AHU-0140915.AH.O1.11.YEAR 2022? dated July 21, 2022, the composition of the Board of Commissioners and Directors of SKP currently is as follows: Board of Commissioners President Commissioner — : Hardi Wijaya Liong Commissioner : Budianto Purwahjo Board of Directors President Director : Herman Setya Budi Director : Helmy Yusman Santoso Director 1 Abdul Satar PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuns Epicentrum 11 Jl. H.R, Rasuna Said, Jakarta Selatan 12940 Telp :462 21 29243900 Fax 1462 21 2157 2015
Page 13 OCR 0.925
Unofficial English Translation “en TOWER ss, L BERSAMA PJ 1 Group 3. AVAILABILITY OF EXPERTISE RELATED TO THE CHANGE OF BUSINESS ACTIVITIES PLAN The Company already possesses the capacity and capability to manage the plan of adding business activities, such as leasing power supply used to support the operation of wireless signal transmission devices, including antennas owned by telecommunications operators, on the Company's towers, due to the process and business model are similar, as the Company already has experience in tower leasing activities. Additionally, in managing the plan to add business activities in leasing office spaces and shop houses, the Company does not reguire specific expertise or certifications. The Company utilizes existing workforce to manage office spaces and shop houses under the Human Capital Management division through the General Affairs department. 4. EXPLANATION, CONSIDERATION, AND REASONS FOR THE CHANGE OF BUSINESS ACTIVITIES PLAN The Company's main business through its Subsidiaries is leasing space on sites for the installation of antennas and other eguipment for wireless signal transmission under long-term contract agreements with wireless telecommunication companies. The Company also provides access eguipment to Repeater and In Building System (IBS) networks to reach telecommunication systems in shopping centers and office buildings in urban areas. Currently, TB and SKP, which are Subsidiaries, engage in telecommunications services, telecommunications consulting, telecommunications network development, leasing of tower and telecommunications eguipment, and telecommunications works. In the main business activities of the Company and its Subsidiaries, management often encounters customer needs that go beyond tower rentals. There are additional supporting needs or accessories such as providing power supply devices including batteries and rectifiers for customer eguipment operation, which are also leased to customers. Furthermore, with these developments, management considers the need to provide increasingiy comprehensive support services. Therefore, in its long-term business plan, management intends to expand the Company's business activities through its Subsidiaries TB and SKP, specifically in leasing power supply to existing customers, which will be done at existing tower locations as well as new towers in the future. In other words, the Company intends to add services that can be provided to existing customers. Additionally, in relation to several real estate properties owned and/or controlled by TB and SKP, management intends to utilize these real estate assets optimally in order to provide added value to the Company through leasing office spaces and shop houses. Therefore, in the long-term business plan, TB and SKP will add business activities in leasing power supply (KBLI: 35121 - Operation of Power Supply Installation) and leasing office spaces and shop houses (KBLI: 68111 - Real Estate Owned or Leased) The addition af these business activities will become effective after the Company obtains approval in an GMS as mentioned in the Information Disclosure, and TB and SKP obtain the relevant permits from the authorized authorities to carry out these additional business activities as covered in KBLI No. 35121 and KBLI No. 68111. TB and SKP are currently in the process of completing the permit application. Furthermore, both KBLIs are already included in TB's Articles of Association, while SKP Is still in the process of amending its Articles of Association to include both KBLIs. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 12 LROA JI. H.R Rasuna Said, Jakarta Selatan 12940 kekati 8 Telp : 162 21 2524 3900 Bana Fox 1462 21 2157 2015
Page 14 OCR 0.909
Unofficial English Translation - 4 - TOWER se & BERSAMA AN croup 5. EXPLANATION OF THE IMPACT OF PLAN OF CHANGE OF BUSINESS ACTIVITIES ON THE COMPANY'S FINANCIAL CONDITION The Change of Business Activities Plan will have a positive impact on the sustainability of TB and SKP's business, and of course, will also affect the financial condition of TB and SKP. With the Change of Business Activities Plan, it is expected that the revenue of TB, SKP, and the Company will increase, and the assets of TB, SKP, and the Company are expected to grow in the coming years. This Plan is also expected to add value for shareholders of TB, SKP, and the Company. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 13 Jl H.R. Rasuna Said, Jakarta Selatan 12940 Telp : 462 21 2924 3900 Fax 1462 21 2157 2015
Page 15 OCR 0.903
Unofficial English Translation - 4 . TOWER
s1 BERSAMA
fi 1 Group
Iv. SUMMARY OF FEASIBILITY STUDY ON THE CHANGE OF BUSINESS ACTIVITIES
The Company has appointed KJPP MPR, a registered Public Appraisal Firm with business license
number 2.09.0070 through the Minister of Finance Decree No. 440/KM.1/2019 dated August 12, 2019,
to provide an opinion on the feasibility of the Change of Business Activities Plan in the form of
additional business activities for TB and SKP, namely the business activities of leasing power supply
(KBLI: 35121 - Operation of Power Supply Installation) to existing customers and leasing office space
and shop houses (KBLI: 68111 - Real Estate Owned or Leased) to third parties.
The following is a summary of the feasibility study report on the Change of Business Activities Plan as
outlined in the Business Feasibility Study report for PT Tower Bersama ("TB") with No. 00013/0070-
00/BS/06/00036/1/1V/2024 dated April 19, 2024, and for PT Solu Sindo Kreasi Pratama ("SKP") with
No. 00014/0070-00/BS/06/00036/1/IV/2024 dated April 19, 2024 ("Feasibility Study Report")
a. Objectives and Purposes of Feasilibity Study Report
The Feasibility Study Report aims to examine the Valuation Object in connection with the
upcoming General Meeting of Shareholders related to the Addition of Business Activities Plan
in the future, reviewed from various aspects, including:
e Market feasibility analysis covering market conditions, business competitors, and marketing
strategies:
“ Oualitative and guantitative technical feasibility analysis covering capacity, availability, and
guality of resources, and production processes,
2 Business model feasibility analysis covering competitive advantages due to the unigueness
of the business model, competitars' ability to imitate products, ability to create value over
transaction value fairness,
“ Management model analysis covering workforce availability, intellectual property
management, risk management, management capacity and capability, and organizational
structure and management suitability,
» Financial feasibility analysis covering education costs, working capital, sources of financing,
operating Costs, raw material costs, financial statement projections, break-even analysis,
profitability analysis, and return on investment.
The purpose of the Feasibility Study Report is to provide an overview of the feasibility of the
Addition of Business Activities Plan, which willthen be used asa reference and consideration by
the Company's management in order to compiy with POJK 17/2020.
b. Key Limitations and Principal Assumptions
Principal Assumptions:
# Al data and information obtained from the Company's management are accurate:
“ Macroeconomic and industry conditions are based on the latest conditions according to the
Current or upcoming years state budget adjusted to the Date of Business Feasibility Study
that has accommodated the current conditions related to the Object of the Business
Feasibility Study,
"The Company, TB, and SKP have ensured that the Object of the Business Feasibility Study is
not involved in legal issues or legal claims from third parties,
PT Tower Bersama Infrastructure, Tbk
Gedung The Convergence Indonesia (TCI), Lantai 13
Kawasan Rasuna Epicentrum 14
JI H.R, Rasuna Said, Jakarta Selatan 22940
Telp 1462 21 2924 8900
Fax 1462 212157 2015
Page 16 OCR 0.913
Unofficial English Translation "- 4, TOWER Z, BERSAMA PIN GROUP “The results of limited tests forthe purpose and scope of the assignment can adeguately meet the guantitative analysis needs, “ There are no tax disputes, and all tax obligations by the Company, TB, and SKP related to the Object of the Business Feasibility Study can be fulfilled, both as part of the business entity and as the entire business entity, “ Financial projection assumptions for the Object of the Business Feasibility Study are believed to be achievable and are assumptions that have considered risks and benefits for the Company, TB, and SKP. The conclusion regarding feasible or not feasiable is based on the availability of information and data obtained from the Company, as well as current external data and/or information believed to be accurate based on the Appraisal Date set by the Company. c. Conclusion / Opinion on the Feasibility of Change of Business Activities Based on the analysis of market feasibility, technical feasibility, business model feasibility, management model feasibility, and financia! feasibility, it can be concluded that the addition of business activities such as leasing power supply (KBLI: 35121 - Operation of Power Supply Installation) to existing customers and leasing office space and shop houses (KBLI: 68111 - Real Estate Owned or Leased) to third parties has the potential to generate returns higher than the cost of borrawing or the Company's WACC. Therefore, considering the strong market access, the Group's experience in the industry, and the potential rates of return, the Appraiser believes that adding business activities such as leasing power supply and leasing office space and shop houses is feasible for TB and SKP. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 15 LROA JI. H.R, Rasuna Said, Jakarta Selatan 12940 Cerorao Telp 1462 212924 8900 Fax 1462 21 2157 2015 £ Ea
Page 17 OCR 0.919
Unofficial English Translation Ia yaa PEN KER ta AMA JAN croup V. GENERAL MEETING OF SHAREHOLDERS The approval of Plan for Change.of Business Activities from the shareholders at the General Meeting of Shareholders (GMS) to be held by the Company on: Day Date : Thursday, May 30, 2024 Time : 10.00 WIB - finish Venue : will be announced at GMS invitation date The agenda related to the Plan for Change of Business Activities: “Approval for the plan to change business activities (including discussions on the related business feasibility study) to be carried out by PT Tower Bersama and PT Solu Sindo Kreasi Pratama, which are controlled companies of the Company, by adding business activities of leasing power supply systems using batteries for telecommunication towers and leasing properties, to comply with the provisions of Article 32 in conjunction with Article 22 paragraph (1) subparagraph a of OJK Regulation No. 17/POJK.04/2020 regarding Material Transactions and Changes in Business Activities." The GMS will be conducted in accordance with the Company's Articles of Association, POJK No. 17/2020, and POJK No. 15/2020. Therefore, for agenda items related to the above transaction plan, the GMS can proceed to discuss such agenda if attended by sharehoiders or their proxies representing more than 1/2 (one-half) of the total valid voting shares. The decision of the GMS on such agenda is valid if approved by more than 1/2 (one-half) of the total valid voting shares present at the GMS. If the guorum for the first GMS as described above is not met, then a second GMS can be held under the condition that the second GMS is valid and entitled to make decisions if attended by shareholders ortheir proxies representing at least 1/3 (one-third) of the total valid voting shares. The decision made at the second GMS is valid if approved by more than 1/2 (one-half) of the total valid voting shares present at the second GMS, In the event that the guorum for attendance at the second GMS as described above is not met, then a third GMS can be held under the condition that the third GMS is valid and entitled to make decisions if attended by shareholders holding valid voting shares in the attendance guorum and decision guorum set by OJK upon the Company's reguest. Based on POJK No. 17/2020, in the case where the Plan for Change of Business Activities does not receive approval from the GMS, then the plan can only be resubmitted for GMS approval 12 (twelve) months after the non-approval GMS. For information, here are the dates related to the holding of the GMS: 1 Announcement of GMS and Disclosure of Information April 23, 2024 related to the Company's plan of Shares Buyback through Indonesia Stock Exchange website and the Company's website www.tower-bersama.com 2 Date of Shareholders List eligible to attend the GMS. May 7, 2024 3 Invitation of GMS through Indonesia Stock Exchange May 8, 2024 website and the Companys website www.tower- bersama.com PT Tower Bersama infrastructure, Tbic Gediung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 16 JL H.R, Rasuna Said, Jakarta Selatan 12940 Teip 1162 21 2924 8900 Fax 2462 21 2157 2015
Page 18 OCR 0.844
Unofficial English Translation “uh ta TOWER & , & BERSAMA AN Group 4 Amendment or Additional Information on Disclosure of May 28, 2024 Indonesia through Indonesia Stock Exchange website and the Company's website www.tower-bersama.com (if any), 2 days before GMS 5 GMS May 30, 2024 6 Summary of GMS Results through Indonesia Stock Exchange June 3, 2024 website and the Company's website www.tower- bersama.com PT Tower Bersama Infrastructure, Tbk Gedung The Convergence indonesia (TCI), Lantai 41 Kawasan Rasuna Epicentrum 17 JL H.R, Rasuna Said, takarta Selatan 12940 Telp : 462 21 2924 2909 Fax 146221 2157 2015 Fa 13
Page 19 OCR 0.828
Unofficial English Translation wAYI - TOWER SP & BERSAMA AN croup VE ADDITIONAL INFORMATION For further information regarding the above matters, you can contact the Company during office hours at the following address: Corporate Secretary PT. TOWER BERSAMA INFRASTUCTURE Tbk. The Convergence Indonesia, Lantai 11 Kawasan Rasuna Epicentrum Jl. H.R. Rasuna Said Jakarta Selatan 12940, Indonesia Telp. 62-21-2924 8900 Fax. 62-21-2157 2015 www.tower-bersama.com Email: corporate.secretarv@tower-bersama.com PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 18 ROA 8 JI N.R, Rasuna Said, Jakarta Selatan 12940 Gerua Telp :162 21 2924 5900 Fax 1462 11 2157 2015
Names mentioned 53 people and organisations named in the text · linked when the evidence is strong
unresolved
org
PT Solu Sindo Kreasi Pratama
p.1 ×4
unresolved
org
Financial Services Authority
p.1
unresolved
org
Minister of Finance
p.2 ×2
unresolved
org
KJPP MPR
p.2 ×2
unresolved
org
Pakpahan & Rekan
p.2
unresolved
org
Bapepam-LK
p.2 ×2
unresolved
org
PT Banyan Mas
p.2 ×2
unresolved
person
Notary Dewi Himijati Tandika
· Notaris
p.3
unresolved
org
Minister of Law and Human Rights
p.3 ×5
unresolved
person
Jose Dima Satria
· Notaris
p.3
unresolved
org
PT Datindo Entrycom
p.3
unresolved
org
Paid Up Capital Bersama Digital Infrastructure Asia Pte. Ltd
p.4
unresolved
person
Lie Sie An
· Member
p.5
unresolved
person
Tajudin
· Member
p.5
unresolved
org
PT Telenet Telecommunications South
p.6
unresolved
org
PT United Telecommunications South
p.6
unresolved
org
PT Batavia Telecommunications South
p.6
unresolved
org
PT Tower Telecommunications South
p.6
unresolved
org
PT Prima Telecommunications South
p.6
unresolved
org
PT Mitrayasa Telecommunications South
p.6
unresolved
org
PT Metric Investment
p.6
unresolved
org
PT Solu Sindo Telecommunications South
p.6
unresolved
org
PT TowerOne
p.6
unresolved
org
PT Bali Telecommunications South
p.6
unresolved
org
PT Triaka Telecommunications South
p.6
unresolved
org
Pte. Ltd.
p.7
unresolved
org
Indonesia Tbk
p.7
unresolved
org
PT Unicom Fiber
p.7
unresolved
org
PT Global Fiber
p.7
unresolved
org
Public Accounting Firm Tanubrata Sutanto Fahmi Bambang & Partners
p.7
unresolved
person
E. Wisnu Susilo Broto
p.7
unresolved
person
CPA
p.7
unresolved
person
H. INTRODUCTION This Information Disclosure
p.9
unresolved
person
Darmawan Tjoa
· Notaris
p.10 ×9
unresolved
person
Nanny Wiana Setiawan
· Notaris
p.11
unresolved
org
Ministry of Law and Human Rights
p.11 ×3
unresolved
org
PT Metric Solusi Integrasi
p.12
unresolved
org
Minister of Finance Decree
p.15
unresolved
org
Indonesia Stock Exchange
p.17 ×4
unresolved
org
TOWER BERSAMA INFRASTUCTURE Tbk.
p.19 ×2
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
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Needs review
confidence 0.091
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13 Sep 2026 16:42
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