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20240423_TBIG_Rencana Transaksi Material Dengan Persetujuan RUPS_31628839_lamp2.pdf
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Page 1 OCR 0.915
Unofficial English Translation INFORMATION DISCLOSURE IN RELATION TO THE PLAN OF ISSUANCE OF GLOBAL NOTES BY PT TOWER BERSAMA INFRASTRUCTURE TBK The Board of Commissioners and the Board of Directors of the Company (as defined below), either severally or jointly, are fully responsible for the completeness and accuracy of all information or material facts stated in this disclosure of information (“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. HF 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, legai consultant, public accountant, or other professional advisors. . TOWER SG BERSAMA “| N GROUP PT. TOWER BERSAMA INFRASTRUCTURE Tbk. (the “Company” or “TBIG”) Business Activities: Integrated Telecommunication Infrastructure Service Provider through Subsidiaries At present, the Company's main business activity is investing or participating in Subsidiarles. 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 The Company plans to issue notes in a foreign currency with a total principal amount of up to the egulvalent of USD 900,000,000 (nine hundred million US Dollars) to be issued In 1 (one) or several issuances within a period of 42 (twelve) months from the date of Obtaining approval from the GMS to be held on May 30, 2024 as referred to in this Disclosure of Information, where such issuance is categorized as a Material Transaction so that the Company must first obtain approval from the Company's GMS, as referred to in Article 6 paragraph (1) letter d of OJK Regulation No. 17/POJK.04/2020 dated April 20, 2020 regarding Material Transactions and Changes in Business Activities. The Notes are not issued to parties affiliated with the Company. The proceeds from the issuance of tha Notes to be issued will be used by the Company itself or distributed to the group of Subsidiaries, through intercompany loans and/or eguity investments, to settle maturing debt obligations and early repayment on loans, where the loan agreements do not prohibit such early repayment orto finance future business expansion plans and to support the funding needs of the Company and the group of Subsidiaries in general. GMS to approve this plan of issuance of Notes will be held on May 30, 2024 from 10:00 — finish The Disclosure of Information is issued on April 23, 2024
Page 2 OCR 0.912
au, TOWER e . AMA AN GROUP DEFINITION Affiliation means: a. family relationship by reason of marriage up to the second degree, both horizontally and vertically, namely the relationship of a person with: 1. Husbandor wife: 2. Parents of the husband or wife and the husband or wife of children, 3, Grandparents of the husband or wife and the husband or wife of grandchildren, 4. Siblings of the husband or wife along with their husband or wife of the sibling concerned: or 5. Husband or wife of the siblings of the person concerned. b. Family relationship by reason of descent uptothe second degree, both horizontally and vertically, namely the relationship of a person with: 1. Parents and children: 2. Grandparents and grandchildren, or 3. Siblings of the person concerned. C. Relationship between a party and employees, directors, or commissioners of said parties, d. Relationship between 2 (twa) or more companies in which there are One or more members of the board of directors, management, board of commissioners or supervisors who are the same: e. Relationship between a company and a party, either directiy or indirectly, by any means whatsoever, controls or is controlled by the Company or party in guestion in determining the management and/or policy of the company or party concerned, f. Relationship between 2 (two) or more companies that are controlled, either directly or indirectly, by any means whatsoever, in determining the management and/or policy of the company by the same party: or & Relationship between a company and its substantial shareholder, i.e. a party who directly or indirectly owns at least 2096 (twenty percent) of the shares with voting rights of the said company. Conffict of Interest means a difference between the economic interests of publicly traded companies and personal economic interests of members of the board of directors, members of the board of commissioners, majority shareholders, or Controllers that may be harmful to the publicly traded companies concerned. Subsidiaries means a company whose financial statements are consolidated with the Company in accordance with the applicable accounting standards in Indonesia. Notes means the debt securities to be issued by the Company in foreign currency with a maximum total principal amount eguivalent to USD 900,000,000 (nine hundred million United States Dollars). PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 1 LRGA Jl. H.R, Resun Said, Jakarta Selaton 12940 cause Telp 1462 21 2924 8300 2 2 Fax 1462212157 2015
Page 3 OCR 0.917
DAYA TOWER se « BERSAMA AN GROUP OJK means Financial Services Authority means an independent institution with functions, duties, and authorities in regulatory, supervisory, examination, and investigation as stipulated in Law No. 21 of 2011 on Financial Services Authority, as amended by P2SK Law. Issuer means the Company Company or TBIG means PT Tower Bersama Infrastructure Tbk (formerly known as PT Banyan Mas), domiciled in South Jakarta, a publicly listed company established by virtue of the law of the Republic of Indonesia. POJK No. 17/2020 means OJK Regulation No. 17/POJK.04/2020 dated April 20, 2020 regarding Material Transaction and Change of Business Activities. POJK No. 42/2020 means OJK Regulation No. 42/POJK.04/2020 dated July 2, 2020 regarding Affiliated Transactions and Conflict of Interest Transactions. 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. Initial Purchaser means the buyers whose details will be known before the bookbuilding process for the Notes offering takes place, The Initial Purchaser is a party responsible for purchasing the Notes to be issued by the Issuer and subseguently reselling them to investors. Information about the Initial Purchaser will be announced through the Company's website (www.tower-bersama.com) and the indonesia Stock Exchange website (www.idx.co.id) no later than 2 (two) working days after the issuance date of the Notes as reguired by Article 20 paragraph (2) POJK No. 17/2020. Transaction Plan means the Company's plan to issue Notes which can be done in one (1) Or multiple issuances, The proceeds from the issuance of these Notes will be used by the Company or to be channeled to Group Subsidiaries, through intercompany loans and/or eguity investment, to settle maturing debt obligations and for early prepayment of loans, where the loan agreements do not prohibit early prepayment or funding expansion plans in the future and supporting the financing needs of the Company and its Subsidiaries in general. GMS means a general meeting of shareholders of the Company Affiliated Transactions means any activities and/or transactions that are carried out by publicly traded companies or a Controlled Company with Affiliations of publicly traded companies or Affiliations of members of the board of directors, members of the board of commissioners, majority shareholders, or Controllers, including any activities and/ortransactions that are carried out by publicly-traded companies or Controlled Companies in the interests of Affiliations of publicly traded companies or Affiliations of members of the board of directors, members of the board of commissioners, majority Sharehotders, or Controllers. Conflict of Interest means transaction conducted by a public company or its controlled Transaction Company with any party, whether Affiliated or non-Affiliated parties, that involves a Conflict of Interest, Securities Market Law means Law No. 8 of 1995 dated November 10, 1995 concerning the Capital Market, State Gazette of the Republic of Indonesia No. 64 of 1995, PT Tower Bersama Infrastructure, Tbk Supplement No. 3608, along with its implementing regulations. Gedung Thel epance-tadi KICOLantaid Kawasan Rasuna Epicentrum 2 LROA Jl. H.R. Rasuna Said, fakarta Selatan 12940 cara 8 Telp 162 21 2924 8900 Fax 1462212157 2015
Page 4 OCR 0.863
» HL, TOWER C BERSAMA “1 N GROUP P2SK Law means Law No. 4 of 2023 dated 12 January 2023 on Development and Strengthening of the Financial Sector, State Gazette of the Republic of Indonesia No. 4 of 2023, Supplementary State Gazette of the Republic of Indonesia No. 6845. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum JI. H.R, Rasuna Said, Jakarta Selatan 12940 Telp 1462 21 2924 3000 Fax 1462 21 2157 2015 3
Page 5 OCR 0.911
Tatu TOWER
&P « BERSAMA
AN sroup
1 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 ofthe 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, telecommunicaticns 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 4 TRGA 8
Jl. H.R, Rasuna Said, Jakarta Selatan 12940 CermiKo 2.
Telp :462 21 2921 3900 umur Ca
Fax 1462 21 2157 2015
Page 6 OCR 0.835
LAI TOWER AN GROUP Description Nominal Value Rp20 per Share « Number ef Nominal Value (Rupiah) Masing Authorized Capital 72,100,600,000 1,442,012,000,000 Issued and Paid Up Capital Bersama Digital Infrastructure Asia Pte. Ltd, 18,067,840,623 361,356,312,460 798255 PT Wahana Anugerah Sejahtera 21098,321,840 41,966,436,300 9.271 Edwin Soeryadjaya 71,481,830 1,429,636,600 0.325 Hardi Wijaya Llong 68,359,905 1,367,198,100 0.305 Budianto Purwahjo 5,025,000 100,500,000 0.025: Herman Setya Budi 1,625,000 92,500,000 0.021 Helmy Yusman Santoso 3,125,000 62,500,000 0.01x Public (ownership less than 556) 2,317,759,527 46,355,190,920 10.245 22,636,538,745 452,730,774,900 100.004 Treasury Shares 20,160,700 409,214,000 - Total of Issued and Paid Up Capital 22,656,999,445 453,139,988,900”— 100.005 Remaining Shares in Portfolio 19,443,600,555 988,872,011,100 Camposition 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-01065607.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 (TEI), Lantai 31 Kawasan Rasuna Epicentrum s TRGA JI. H.R. Rasuna Said, Jakarta Selatan 12940 ceren Telp : 462 21 2924 8900 bisaa Fax 1462 21 2157 2015
Page 7 OCR 0.914
“atu, TowER T, BERSAMA FI 1 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 compositian: 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/VI1/2010 dated 8 July 2010, and the appointment of the Corporate Secretary is in accordance with OJK Regulation No. 35/POJK.04/2014 concerning Corporate Secretary of Issuers or Public Companies. On the date of Information Disclosure, the Corporate Secretary is: Name : Helmy Yusman Santoso Office Address : The Convergence indonesia, Lantai 11 Kawasan Rasuna Epicentrum Jl. H.R. Rasuna Said Jakarta Selatan 12940, Indonesia Phone No. 162-21- 2924 8900 Fax No. : 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 The Convergence Indonesia (TCI), Lantai 1 Kawasan Rasuna Epicentrum 6 IRGA fa JI, H.R, Rasuna Said, Jakarta Selatan 12940 cemmeto | Telp 1462 21 2924 8900 Fax 1462 21 2157 2015
Page 8 OCR 0.801
Talk, Tower
Pa
Company . w Yearof — Yogpop— arof
No. pa Business Activities! Domicile COMPANY #seabtahment Commercial Indirece
Investment Operation
1 PT Telenet Telecommunications South 2004 1999 1999 99,5016 -
Internusa services, towers and Jakarta
(TP) telecommunications
work
z PT United Telecommunications South 2608 2004 2004 99.90x — O.1Ofc through
Towerindo services, towers and Jakarta T8
(“UT”) telecommunications
work
3. PT Batavia Telecommunications South 2605 2005 2006 - 89.904 through
Towerindo services, towers and Jakarta UT and 10.1016
(“BT”) telecommunications through TB
work
a PT Tower Telecommunications South 2006 2008 2006 99.997 0.016 through
Bersama services, Jakarta 70
("rB”) telecommunications
consulting,
telecommunications
network development,
rentalof
telecommunications
towers and enuipment,
and telecommunications
work.
5. PT Towerindo — Telecommunications South 2011 2009 2009 0.021 99.984 through
Konvergensi services, towers and Jakarta TB
(TK) telecommunications
work
(3 PT Prima Telecommunications South 2009 2003 2003 0018 99.994 through
Media Selaras services, towers and Jakarta TB
("PMS") telecammunications
work
La PT Mitrayasa Telecommunications South 2011 2004 2004 " 70.008 through
Sarana services, Jakarta TB and 30.001
Informasi telecommunications through SKP
(“Mitrayasa”) — consulting, construction
of telecommunications
facilities and
infrastructure and
telecommunications
work
& PT Metric Investment company South 2010 2010 2010 98.7856 — 1.2656 through
Solusi Jakarta TB
Integrasi
("MSi")
9. PT Solu Sindo Telecommunications South 2010 1999 1999 - 99.715
Kreasi services, Jakarta through MSI
Pratama telecommunications
("SKP") consulting,
telecommunications
network development,
rental of
telecommunications
towers and eguipment,
and telecommunications
work
10. PTTowerOne — Investment Company South 2007 2005 2006 99.909 -
(“To”) Jakarta
11. PT Bali Telecammunications South 2008 2003 2003 0.015 99.998
Telekom services, towers and Jakarta through TO
(“Balikom”) telecommunications
work
12. PT Triaka Telecommunications South 2009 2009 2009 20.0014 10.004 through
Bersama services, towers and Jakarta TB
(“Triaka”) telecommunications
work
13. PT Solusi Telecommunications South 2011 2011 2012 70.034 29.974 through
Menara services, towers and Jakarta SKP
PT Tower Bersama Infrastructure, Tbk
Gedung The Convergence Indonesia (TCI), Lantai 11
Kawasan Rasuna Epicentrum 7 IRGA 8
Jl. H.R, Rasuna Said, Jakarta Selatan 12940 Cerita
Telp :462 21 2924 3900 Hana B3
Fax 146221 2157 2015
Page 9 OCR 0.747
“atu, TowER
Se « BERSAMA
Company . .. Year of Yearof Year ot OWners
No, Name Business Activities! Domicile man, Establishment ai Direct lndirect
Indonesis Telecommunications
(SM) work
14. TBGGlobal — Investment Company — Singapore 2013 2013 2013 100001 -
Pte Ltd.
(“reGG")
15. PT Menara Investment Company —— South 2013 2013 Notyatin — 99994 — OO1S6 through
Bersama Jakarta operation TB
Terpadu
(rMBT”)
16.” PTlaringan — Telecommunications — Centrat 2016 2015 2016 00816 33.368 through
pintar cavipment maintenance Jakarta 18
indonesia services and
(“api”) telecommunications
consulting
1 PTGihon Telecommunication WestJakarta — 2018 2001 2001 50.431 -
Telekomuni- support services
kasi Indonesia
Tok (“GHON”)
18. PT Visi Telecommunications — South 2018 1995 1995 510916 -
Telekomuni- — infrastructure services, — Jakarta
kasi investing or participating
Infrastruktur In other companies
Tbk(“GOLD”) — engaged in
telecommunications
support activities, and
telecommunications
support services
19. #TPermata — Telecommunications — South 2018 2013 2013 - 99.9996 through
Karya Perdana towerandeguipment Jakarta GOLD
(“PKP”) rental services
20. PT Unicom Fiber optic network West Jakarta — 2022 2020 2021 . 30.002 through
Muda Utama rental services UT
(“Unicom")
21, PT Global Fiber optic network South 2023 2018 2021 - 70.005 through
Patra rental services Tangerang GHON
Sinertama
("GPS")
Tatar
IM) business actvitls actually carriad out by each Subsidlary Company
Summary of Company financial Data
The Consolidated Financial Statements of the Company for the year ended 31 December 2023 have
been audited by the Public Accounting Firm Tanubrata Sutanto Fahmi Bambang & Partners with
ungualified opinion, as stated in the independent auditor's report No. 00212/2.1068/AU.1/06/0117-
2/1/11/2024 dated 28 March 2024, signed by E. Wisnu Susilo Broto, S.E., Ak, M.Ak., CPA, CA.
Summary of the Company's consolidated financial statements is as follows:
PT Tower Bersama Infrastructure, Tbk
Gedung The Convergence indonesia (TCI), Lantai 11
Kawasan Rasuna Epicentrum
JL H.R. Rasuna Said, Jakarta Selatan 12940
Telp : 462 21 2924 8900
Fax 1462 21 2157 2015
cermsiro
Page 10 OCR 0.882
"elu Tower BERSAMA 8 Consolidated Statement of Financial Position Pi AN GROUP (in million Rupiah) 31 December 2022 2023 Total Asset 43,139,968 46,966,465 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 (in 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 73.4 69.1 PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 9 LRaA JL H.R, Rasuna Said, fakarta Selatan 12940 maid Telp 1462 21 2974 8900 mm | LSP Far 1462 21 2157 2015
Page 11 OCR 0.927
“al, Tower 3, L BERSAMA Ia INTRODUCTION 5 UP This Information Disclosure is presented to the Shareholders of the Company in relation to the Company's plan to issue Notes in foreign currency with an aggregate principal amount of up to USD 900,000,000 (nine hundred million United States Dollars), with the provision that the issuance will be carried out by the Company in 1 (one) or several issuances within a period of 12 (twelve) months from the date of approval obtained from the General Meeting of Shareholders to be held on May 30, 2024, as stated in this Information Disclosure. Furthermore, the Transaction Plan will be executed in accordance with applicable laws and regulations, including the applicable regulations in the Capital Market sector. Background The Transaction Plan is an effort to obtain foreign currency funding with a total principal amount of up to the eguivalent of USD 900,000,000 (nine hundred million US Dollars) to be issued in 1 (one) or multiple issuances as mentioned above. The proceeds will be used by the Company itself or channeled to its Subsidiary Entities, through intercompany loans and/or eguity investments, to settle maturing debt obligations and early repayments on loans, where the loan agreements do not prohibit such early repayments or to finance future business expansion plans and to support the Company's overall funding needs. The issuance of Notes is for parties not affiliated with the Company, which is global investors, so the issuance of Notes is not an Affiliated Transaction and there is no Conflict of Interest as referred to in POJK No. 42/2020. The funds obtained from the issuance of Notes will be used to make early prepayment on the Company's debt or Subsidiaries:s debt that do not have better conditions than the issuance reguirements of Notes in the Transaction Plan, as well as to expand and diversify the creditor base so that the Company has broader access to raise funds to support the future growth of the Company's business group. The Company can also maximize the use of funds obtained from the Transaction Plan considering the payment of the entire principal of the loan at the end of the Notes period without any amortization during the Notes period. Coupon payments from the Notes will also be paid semi-annually, compared to monthiy and three-monthly interest payments for syndicated loan facilities. Additionally, a fixed interest rate will reduce hedging costs compared to floating interest rates under syndicated loan facilities, thereby making funds available for future growth. If there are no debts to be settled that have worse conditions than the issuance reguirements of Notes in the Transaction Plan or the remainder of the early prepayment of the loan mentioned above can be used to finance the Company's business expansion in the future and support the Company's general funding needs. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 10 JI H.R. Rasuna Said, Jakarta Selatan 12940 Telp : 162 212924 8900 Fax 1462 21 2157 2015
Page 12 OCR 0.923
LAA TOWER Fi 1 Group Compliance with Applicable Capital Market Regulations The Company's Transaction Plan is a Material Transaction as defined in POJK No. 17/2020, where the maximum principal amount eguivalent to USD 900,000,000 (nine hundred million United States Dollars) and based on the Bank Indonesia middle rate on December 31, 2023, which was Rp 15,416 (fifteen thousand four hundred sixteen Rupiah), hence eguivalent to Rp 13,874,400,000,000 (thirteen trillion eight hundred seventy-four billion four hundred million Rupiah). Thus, the value of the Transaction Plan reaches 112.44 (one hundred twelve point four percent) of the Company's eguity value based on the Company's Financial Statements as of December 31, 2023, audited by Tanubrata Sutanto Fahmi Bambang & Rekan Public Accountant Office with an ungualified opinion, as stated in independent auditor's report No. 00212/2.1068/AU.1/06/0117-2/1/11/2024 dated March 28, 2024, signed by E. Wisnu Susilo Broto, S.E., Ak., M.AK., CPA, CA., amounting to Rp 12,361,027,000,000 (twelve trillion three hundred sixty-one billion twenty-seven million Rupiah). Since the value of the Transaction Plan exceeds 508 (fifty percent) of the Company's eguity value as explained above, the Transaction Plan is a Material Transaction that can only be executed after obtaining prior approval from the General Meeting of Shareholders (GMS) as stipulated in Article 6 paragraph (1) letter d of POJK No. 17/2020. The Transaction Plan is to obtain financing for the Company's own use or to be channeled to the Subsidiaries, through intercompany loans and/or capital injections, to settle maturing debt obligations and early prepayment of loan, or to finance future business expansion plans and support the Company's general funding needs, is not a transaction involving Conflict of Interest as defined in Article 1 paragraph (4) of POJK No. 42/2020. If the Company's use of proceeds is to be channeled to the Subsidiaries, through intercompany loans and/or capital injections, which is an inseparable transaction from the issuance of Notes and will be executed in accordance with the provisions of POJK No. 42/2020 and POJK No. 17/2020. This Information Disclosure is made in accordance with Article 6 paragraph (1) letter d of POJK No. 17/2020, to obtain approval for the Transaction Plan to be reguested for approval at the Company's General Meeting of Shareholders to be held on Thursday, May 30, 2024, 10:00 AM - finish. The plan issuance of Notes, in foreign currency with a total principal amount of up to eguivalent to USD 900,000,000 (nine hundred million United States Dollars), will consider the best conditions to be obtained by the Company in line with the Company's plan to obtain financing for the development of the Subsidiaries' business and to expand and diversify the creditor base. Apart from the listing approval from the Singapore Stock Exchange, no other approvals from government bodies or institutions are reguired other than approval from the Company's Genera! Meeting of Shareholders as disclosed in this Information Disclosure. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 11 REA 8 Jl H.R, Rasuna Said, Jakarta Selatan 12910 cma Telp :162 2129243900 any Fax 1462 21 2157 2015
Page 13 OCR 0.919
ea AN GROUP 1. BRIEF DESCRIPTION OF THE TRANSACTION 1. OBJECT The Company's plan to issue Notes in foreign currency with an aggregate principal amount up to eguivalent to USD 900,000,000 (nine hundred million United States Dollars) is based on the condition that the issuance will be carried out by the Company in one or multiple issuances within 12 (twelve) months from the date of approval by the General Meeting of Shareholders (GMS) to be held on May 30, 2024, as stated in this Information Disclosure. The Notes will only be offered to Initial Purchasers, which will be announced on the Company's website (www.tower-bersama.com) and the Indonesia Stock Exchange (www.idx.co.id) no later than 2 (two) business days after the completion of the Notes issuance. Following the issuance, the Notes will be listed on the Singapore Stock Exchange, and the execution of the Notes purchase transactions can proceed as long as they do not conflict with or violate the laws of the countries of the parties involved in purchasing the Notes. The Company will issue the Notes in compliance with the listing reguirements of the Singapore Stock Exchange: however, if circumstances arise later that prevent the Notes from being listed on the Singapore Stock Exchange, the issuance of the Notes will be canceled. The Company will seek alternative financing options in accordance with applicable regulations. As of today, the Company has issued: (i) Global Notes amounting to USD 300,000,000 (three hundred million United States Dollars) which were prepaid in May 2017: (ii) Global Notes amounting to USD 350,000,000 (three hundred fifty million United States Dollars) which were prepaid in February 2021: (ifi) Global Notes amounting to USD 350,000,000 (three hundred fifty million United States Dollars) maturing on January 21, 2025: (iv) Global Notes amounting to USD 300,000,000 (three hundred million United States Dollars) maturing on January 20, 2026, and (v) Global Notes amounting ta USD 400,000,000 (four hundred million United States Dollars) maturing on May 2, 2027, all of which have been listed on the Singapore Stock Exchange. Therefore, the Company is confident that the upcoming Notes issuance will also be eligible for listing on the Singapore Stock Exchange. The listing of Notes on the Singapore Stock Exchange wili instill market confidence regarding compliance with the listing reguirements of the Singapore Stock Exchange. Here is a brief description of the Notes to be issued: a. Issuer The Company. The brief description of the Company has been disclased in Chapter I of this Information Disclosure. b. Security The Notes to be issued will be unsecured. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantal 11 Kawasan Rasuna Epicentrum 12 IRGA Jl H.R, Rasuna Said, fakarta Selatan 12940 Sera Telp : 162 21 2924 3900 an LA Fax 1162212157 2015
Page 14 OCR 0.901
Tah TOWER se AMA 4 1 Group Cc. Size The Notes issuance plan by the Company in a foreign currency with a maximum principal amount eguivalent to USD 900,000,000 (nine hundred million United States Dollars) and based on the Bank Indonesia middle rate on December 31, 2023, which was Rp 15,416 (fifteen thousand four hundred sixteen Rupiah), hence eguivalent to Rp 13,874,400,000,000 (thirteen trillion eight hundred seventy-four billion four hundred million Rupiah). Thus, the value of the Transaction Plan reaches 112.496 (one hundred twelve point four percent) of the Company's eguity value based on the Company's Financial Statements as of December 31, 2023, audited by Tanubrata Sutanto Fahmi Bambang & Rekan Public Accountant Office with an ungualified opinion, as stated in independent auditor's report No. 00212/2.1068/AU.1/06/0117- 2/1/1I/2024 dated March 28, 2024, signed by £. Wisnu Susilo Broto, S.E., Ak., M.Ak., CPA, CA., amounting to Rp 12,361,027,000,000 (twelve trillion three hundred sixty-one billion twenty- seven million Rupiah). Since the value of the Transaction Plan exceeds 509 (fifty percent) of the Company's eguity value as explained above, the Transaction Plan isa Material Transaction that can only be executed after obtaining prior approval from the General Meeting of Shareholders (GMS) as stipulated in Article 6 paragraph (1) letter d of POJK No. 17/2020. d. Principal Payment Due Date Jatuh Tempo Pembayaran Utang Pokok The maturity date for the principal debt is a maximum of 10 years from the issuance date of cach Notes. e. Interest Maximum 896 (eight percent) per year with fixed interest for each Notes issued. The determination of the maximum interest rate of 84 (eight percent) is based on the prevailing market interest rate, which is an interest cost that can still support the Company's operational activities. f. Interest Payment Date Every 6 (six) months or other period as agreed by al! parties, g. Covenants Regarding the Transaction Plan, the covenants will be stated in the Offering Memorandum to be issued in connection with the issuance of Notes, including but not limited to the following: 8 encumbering some or all of its assets and properties to secure payment of a debt instrument or payment of other obligations under a debt instrument. » selling or disposing of all ora substantiat part of the Company's assets. e directly or indirectly engaging in a merger or consolidation with another party. The Company is obliged to comply with the covenants and/or terms and conditions as set forth in the offering memorandum. The Company will ensure that in setting the terms, there are no restrictions that would hinder the Transaction Pian and disadvantage the rights of public shareholders (including restrictions on dividend distribution). PT Tower Bersama Infrastructure, Tbk Gedung The Convergence indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 13 ERGA J- H.R, Rasuna Said, Jakarta Setatan 12940 Kemuren Telp : 162 21 2924 38900 Sa Fax 1462 21 2157 2015
Page 15 OCR 0.916
“el Tower -, C BERSAMA 2 VALUE OF TRANSACTION PLAN 1 GROUP Value of the Transaction Plan of Notes issuance in foreign currency with a maximum principal amount eguivalent to USD 900,000,000 (nine hundred million United States Dollars) and based on the Bank Indonesia middle rate on December 31, 2023, which was Rp 15,416 (fifteen thousand four hundred sixteen Rupiah), hence eguivalent to Rp 13,374,400,000,000 (thirteen trillion eight hundred seventy-four billion four hundred million Rupiah). Thus, the value of the Transaction Plan reaches 112.496 (one hundred twelve point four percent) of the Company's eguity value based on the Company's Financial Statements as of December 31, 2023, audited by Tanubrata Sutanto Fahmi Bambang & Rekan Public Accountant Office with an ungualified opinion, as stated in independent auditor's report No. 00212/2.1068/AU.1/06/0117- 2/1/11/2024 dated March 28, 2024, signed by E. Wisnu Susilo Broto, S.E., Ak., M.Ak., CPA, CA., amnounting to Rp 12,361,027,000,000 (twalve trillion three hundred sixty-one billion twenty- seven million Rupiah). Since the value of the Transaction Plan exceeds 509 (fifty percent) of the Company's eguity value as explained above, the Transaction Plan isa Material Transaction that can only be executed after obtaining prior approval from the General Meeting of Shareholders (GMS) as stipulated in Article 6 paragraph (1) letter d of POJK No. 17/2020. 3. PARTIES INVOLVED IN THE TRANSACTION PLAN a. The Company (Issuer). b. Investor and Initial Purchasers which are the purchasers, whose details will be known before the bookbuilding period, is the initial purchasers who indicate the amountof Notes to be purchased and the desired interest rate to obtain an indication of the amount of Notes to be issued in the offering. The Initial Purchasers are the party responsible for purchasing the Notes to be issued by the Issuer and subseguently reselling them to investors on a limited basis and not through a public offering, in accordance with applicable regulations in both the indonesia and Singapore capital markets, where the Notes will be listed. These Notes are not to be distributed in Indonesia and are not to be offered or sold in Indonesia, to Indonesian citizens or residents, in a manner that constitutes an issuance without a public offering under OJK Regulation No. 30/POJK.04/2019 dated November 29, 2019 regarding the Issuance of Debt Securities and/or Sukuk Conducted Without a Public Offering. These Notes are also not to be offered or sold through a public offering as regulated under the Capital Market Law and its implementing regulations. Below is the brief descirption of Parties Involved in the Transaction Plan: ti) The Company or Issuer Brief description of the Company has been disclosed in the Chapter | of this Information Diclosure. dii) Initial Purchasers Initial purchasers means parties who indicate the amount of Notes to be purchased and the desired investors' interest rate, during the bookbuilding process, in order to obtain an indication of the amount of Notes to be issued in the offering. The Initial Purchasers are parties responsible for purchasing the Notes to be issued by the Issuer and subseguently reselling them to investors, Information about the Initial Purchasers wili be announced through the Company's website (www.tower-bersama.com) and the Indonesia Stock Exchange website (www.idx.co.id) no later than 2 (two) business PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 14 JI H.R. Rasuna Said, Jakarta Selatan 12940 Telp 1462 21 2024 8900 Fax 2462 21 2157 2015
Page 16 OCR 0.897
Sat, Tower sa 2 BERSAMA - ag days after the issuance of the Notes as reguired by Article 20 paraergah h pSARMUP 17/2020. The Transaction Plan Overview Fund Flow of the Transaction Plan are as follows: Initial Purchasers Investors 3 ojo 6 The Company (issuer) to hA Subsidiaries Description: The Company issues Notes to be offered to Investors through Initial Purchasers. The Company receives the proceeds of the offering of Notes from Initial Purchasers. Initial Purchasers sold the Notes to Investors Initial Purchasers receive proceeds from the sale of the Notes from Investors. The Company pays interest and at maturity to pay the principal of the Notes to Investors. The Company may chanel proceeds from the offering of Notes from Investors to the Group of Subsidiaries either through intercompany loans and/or eguity participation. PAS 4 USE OF PROCEEDS Benefit of the Transaction Plan to the Company The Company has conducted its business activities In line with the provision of Integrated Telecommunication Infrastructure Services through its Subsidiaries. As part of its business development, the Company reguires funding to expand and diversify its creditor base, thus allowing the Company broader access to fundraising to support the future growth of its business group. In this regard, the Company will utilize the funds received from the issuance of Notes to repay the principal and/or interest of the Company's and Group of Subsidiaries' debts that are due and early prepayment of debts. Additionally, with the funds received from the Transaction Plan, the Company can achieve efficiency by settling debts held by the Company and Group of Subsidiaries that have conditions and terms less favorable than the funding obtained through the Transaction Plan, Le, the glan Issuance of Notes by the Company. The repayment of principal debts, both at the PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Laritai 11 Kawasan Rasuna Epicentrum 15 LRGA JL H.R Rasuna Said, Jakarta Setatan 12940 Bli Telp : 462 21 2924 3900 Fax 146221 2157 2015 Fosil TR
Page 17 OCR 0.893
Talk Tower €, BERSAMA Company level and its subsidiaries, will improve the Company's liguidity sinc NorGRRUP issued by the Company will mature entirely at the end of their respective periods. Furthermore, the Notes will also be used to finance the Company's general activities, which will also enhance the Company's liguidity and profitability. Description of Group of Subsidiaries The Group of Subsidiaries as loan recipients Include both those directly and indirectly owned by the Company, as disclosed in Chapter I of this Information Disclosure. As previously explained, the funds from the issuance of Notes will be used to settle maturing debt obligations and early debt prepayments of the Company and the Group Subsidiaries, or to finance future business expansion plans and support the Company's general funding needs. 2. Plan for settling maturing debt obligations and early debt repayments received priar to the issuance of Notes, which the Company believes have terms that, compared to the terms of the Notes to be issued, are more favorable for the Company. As of December 31, 2023, the Company and its Group of Subsidiaries had total debt obligations of Rp 29,141.2 billion (before deducting unamortized loan costs), and currently, the Company's business group obtains debt funding as follows: Details regarding the Company's debt obligationg can be found in the Company's Financial Statements as of December 31, 2023, audited by Tanubrata Sutanto Fahmi Bambang & Rekan Public Accountants with an ungualified opinion, as stated in independent auditor's report No. 00212/2.1068/AU.1/06/0117-2/1/11/2024 dated March 28, 2024, signed by E. Wisnu Susilo Broto, S.E., Ak., M.Ak., CPA, CA., which has been disclosed on the Company's website (www.tower-bersama.com) and the Indonesia Stock Exchange website (www.idx.co.id). Ali the loan agreements mentioned above do not prohibit early prepayments. » If the Company receives funds from the Transaction Plan in the total maximum amount eguivalent to USD 900,000,000 (nine hundred million United States Dollars), these funds Will be used to early prepayments on debts that have terms less favorable than the terms of the Notes issuance in the Transaction Plan. The terms of the Notes issuance will be used as a substitute for maturing debts or those to be garly prepaid, with the condition that debt settlement will only be executed if the terms of the debts are not better than the terms of the Notes issuance. there are no debts to be settled with terms less favorable than the terms of the Notes issuance in the Transaction Plan, or if there is a remaining amount from the early repayments on the mentioned loans, these funds can be used to finance the Company's business expansion. b. Funding for business expansion plans (both organic and non-organic), including capital expenditures in the future, and supporting the Company's general funding needs. The Company's expansion plans typically involve providing build-to-suit and collocation service schemes, which include: es network planning e land acguisition and permits e infrastructure design and construction PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (FCI), Lantai 11 Kawasan Rasuna Epicentrum 16 LRGA 8 Jl. H.R. Rasuna Said, Jakarta Selatan 12940 Ganas Telp :462 21 2924 8900 mane | UMAAR Fax 1462 21 2157 2015 .
Page 18 OCR 0.901
“al, Tower s, L BERSAMA 8 network installation and project management for telecommuniceto Nov PR MUP Distributed Antenna Systems (DAS) e network expansion and deployment programs 8 operation and maintenance of sites during the infrastructure's lease period Through its Group of Subsidiaries, the Company will continue its business expansion efforts to maximize the Company's value and enhance its competitive advantage, ultimately leading to growth and profits for the Company. To fund these business expansion needs, if the funds obtained from the Notes issuance are insufficient, or for any other reason the issued Notes cannot reach the maximum value, the Company will seek alternative financing options. The use of proceeds of the Notes can be channeled to the Group of Subsidiaries through intra- company loans and/or eguity participation, which is an integral transaction to the Notes issuance and will be carried out in accordance with the provisions of POJK No. 42/2020 and POJK No, 17/2020. The estimated costs incurred by the Company related to the Transaction Plan, including costs for independent parties involved in the Transaction Plan, are approximately 14 (one percent) of the funds raised from the Transaction Plan. Therefore, after deducting the costs related to the Transaction Plan, the net proceeds from the Notes issuance that will be received by the Company are estimated to be around USD 891,000,000 (eight hundred ninety-one million United States Dollars). 5. IMPACT OF THE TRANSACTION PLAN ON THE COMPANY'S FINANCIALS With the issuance of Notes by the Company, the Company will gain additional Iiguidity that will be used for settling existing and future maturing debts and financing the Company's growth in the future. Considering the fixed interest rate of the Notes and the principal repayment that does not reguire installment during the Notes period, it is expected that the Company can maximize the use of funds to enhance profit growth, thereby maximizing the Company's value. The impact of issuing Notes on the Company's consolidated financial statements as of December 31, 2023, assuming that all proceeds from the Notes issuance will be used entirely for paying off existing and future maturing debts, is as follows: e Total assets and liabilities of the Company's consolidation will not be affected if all funds received are used for settling existing and future maturing debts. @ Important financial ratios that are affected: - Current Ratio (Current Assets / Current Liabilities) from 0.3x to 0.5x - Debt Coverage Service Ratio from 0.5x to 0.7x “Interest Coverage Ratio is not affected assuming financial expenses - interest will be the same as before the Notes issuance but will extend the Company's debt maturity profile. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 17 IRGA Jl H.R. Rasuna Said, Jakarta Selatan 12940 Samureo Telp : 462 21 2924 8900 Fak 1162 21 2157 2015
Page 19 OCR 0.893
"atu, Tower “, L BERSAMA Iv. INDEPENDENT PARTIES 7 v JP 1 Martokoesoemo, Pakpahan & Rekan Public Appraisal Office In order to compiy with the provisions of Article 17 paragraphs c and d of POJK No. 17/2020 regarding the obligation to present an Appraiser's Report regarding the reasonableness opinion of the Transaction Plan which has material value, the Company has appointed Martokoesoemo, Pakpahan & Rekan Public Appraisal Office (KJPP) as an independent appraiser to provide an opinion on the fairness of the Transaction Plan. In accordance with the provisions of Article 20 paragraph (2) of POJK No. 17/2020, the Transaction Plan, which involves the issuance of Notes (debt securities where the buyers of the debt securities are not yet known), the Company will announce a Summary of the Appraiser's Report no laterthan 2 (two) working days after the date of issuance of the Notes. 2. Tanubrata Sutanto Fahmi Bambang & Rekan Public Accounting Firm The Independent Public Accounting Firm is appointed to conduct an audit based on auditing standards established by the Indonesian Institute of Certified Public Accountants. These standards reguire public accountants to plan and perform audits to obtain reasonable assurance that the financial statements are free from material misstatement. The Company has appointed Tanubrata Sutanto Fahmi Bambang & Rekan as the Public Accountant Firm to audit and/or review the Company's financial position for the implementation of the Transaction Plan. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 18 TRGA JL HLR. Rasuna Said, Jakarta Selatan 12940 amis || G) Telp : 462 21 2924 8900 ame (ES Fax 146221 2157 2015
Page 20 OCR 0.919
MAYA TOWER AN GROUP v. STATEMENT OF BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS 1, — The Company's Board of Directors and Board of Commissioners hereby stated that: a) Allinformation in this Disclosure has disclosed all material facts, and such information is not misleading. b) The value of the Transaction Plan for the Issuance of Notes in foreign currency with a total principal amount of up to eguivalent to USD 900,000,000 (nine hundred million United States Dollars) based on the middle exchange rate of Bank Indonesia on December 31, 2023, amounting to Rp 15,416 (fifteen thousand four hundred sixteen Rupiah), is eguivalent to Rp 13,874,400,000,000 (thirteen trillion eight hundred seventy-four billion four hundred million Rupiah). Thus, the value of the Transaction Plan reaches 112.44 (one hundred twelve point four percent) of the Company's eguity value based on the Company's Financial Statements as of December 31, 2023, audited by Tanubrata Sutanto Fahmi Bambang & Rekan Public Accountant Office with an ungualified opinion, as stated in Independent Auditor's Report No. 00212/2.1068/AU.1/06/0117-2/1/111/2024 dated March 28, 2024, signed by E. Wisnu Susilo Broto, S.E., Ak., M.Ak., CPA, CA., recorded at Rp 12,361,027,000,000 (twelve trillion three hundred sixty-one billion twenty-seven million Rupiah). Since the value of the Transaction Plan exceeds 5096 (fifty percent) of the Company's eguity value as explained above, the Transaction Plan isa Material Transaction that can only be executed after obtaining prior approval from the Company's General Meeting of Shareholders (GMS). c) The Transaction Plan is an issuance of Notes where the purchasers is not yet known, therefore information regarding: ti) The parties purchasing the Notes, ti) Summary of the Independent Appraiser's Report on the fairness of the Planned Transaction, (iii) Notes size to be issued: and (iv) The interest rate, will be announced through the Company's website (www.tower-bersama.com) and the Indonesia Stock Exchange website (www.idx.co.id) no laterthan 2 (two) working days after the date of issuance of the Notes as reguired in Article 20 paragraph (2) POJK No. 17/2020. 2. Furthermore the Board of Directors stated that : a) The Transaction Plan does not involve any Conflict of Interest as referred to in POJK No. 42/2020, considering that the Transaction Plan is in relation to raising capital from global investors. By implementing the Transaction Plan, the Company can expand and diversify its creditor base, thus widening the Company's access to capital for future growth. The interest rate to be set is in line with the prevailing market interest rate, with a maximum of 8X perannum. b) The issuance of debt securities or Notes is not intended for affiliated parties. c) There are no restrictions that will be applied to the Company and its Subsidiaries in the agreements to be signed that would prejudice the rights and interests of public shareholders. d) The planned use of proceeds from the issuance of Notes, which includes lending to Subsidiaries, will be carried out in compliance with applicable laws and regulations, including those in the Capita! Market sector. e) There are no specific conditions that would prejudice public shareholders (negative convenants), including dividend distribution, in agreements or transactions made by the Company and its Subsidiaries with other parties. As of now, there have been no objections from any parties regarding the Transaction Plan. PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 19 JL LR, Rasuna Said, Jakarta Selatan 12940 Teip 1462 21 2924 8900 Fax 1462 21 2157 2015
Page 21 OCR 0.928
"lk, Tower PD BERSAMA vi. GENERAL MEETING Of SHAREHOLDERS , The approval of Transaction Plan from the shareholders at the General Meeting of Shareholders (GMS) to be held by the Company on: Day Date : Thursday, May 30, 2024 Time : 10.00 WIB - finish Venue 1 will be announced at GMS invitation date The agenda related to the Transaction Plan: "Approval of the plan to issue debt securities or Notes in foreign currency, with a maximum principal amount eguivalent to USD 900,000,000 (nine hundred million United States Dollars), to be issued by the Company in 1 (one) or several issuances within a period of 12 (twelve) months from the date of approval by the GMS through an offering to investors outside the territory of the Republic of Indonesia, which constitutes a Material Transaction under POJK No. 17/2020." 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 plan to issue unsecured Notes, the GMS can proceed to discuss such agenda if attended by shareholders or their proxies representing more than 1/2 (one-half) of the total valid voting shares. The decision of the GMS on such agenda is valid if approved by more than 1/2 (one-half) of the total valid voting shares present at the GMS. If the guorum for the first GMS as described above is not met, then a second GMS can be held under the condition that the second GMS is valid and entitled to make decisions if attended by shareholders or their proxies representing at least 1/3 (one-third) of the total valid voting shares. The decision made at the second GMS is valid if approved by more than 1/2 (one-half) of the total valid voting shares present at the second GMS. In the event that the guorum for attendance at the second GMS as described above is not met, then a third GMS can be held under the condition that the third GMS is valid and entitled to make decisions if attended by shareholders holding valid voting shares in the attendance guorum and decision guorum set by OJK upon the Company's reguest. Based on Article 8 and Article 9 of POJK No. 17/2020, in the case where a Material Transaction approved in the GMS has not been executed within 12 (twelve) months from the GMS approval date, the Material Transaction can only be executed again after obtaining a re-approval from the GMS. If the plan for the Material Transaction does not receive approval from the GMS, then the plan can only be resubmitted 12 (twelve) months after the non-approva! 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, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 20 Jl. H.R, Rasuna Said, jakarta Selatan 12940 Telp 1162 212924 8900 Far 1462 21 2157 2015 LRGA canmniro
Page 22 OCR 0.832
Bg TOWER « BERSAMA 4 Amendment or Additional Information on Disclosure of PLN m GROUP Indonesia through Indonesia Stack 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 Companys website www.tower- bersama.com PT Tower Bersama Infrastructure, Tbk Gedung The Convergence Indonesia (TCI), Lantai 11 Kawasan Rasuna Epicentrum 21 TROA Jl H.R. Rasuna Said, lakarta Selatan 12940 Saman Telp : 462 21 2924 3900 ken | eta Fak 146221 2157 2015 -
Page 23 OCR 0.867
Talk, Tower C BERSAMA “1 1 Group Vu. ADDITIONAL INFORMATION For furtherinformation regarding the above matters, you can contact the Company during office hours at the following address: Corporate Secretary PT. TOWER BERSAMA INFRASTUCTURE Tbk. The Convergence Indonesia, Lantai 11 Kawasan Rasuna Epicentrum Jl. H.R. Rasuna Said Jakarta Selatan 12940, Indonesia Telp. 62-21- 2924 8900 Fax. 62-21-2157 2015 www.tower-bersama.com Email: corporate.secretary@tower-bersama.com PT Tower Bersama Infrastructure, Tbk Gadung Tha Convergence Indonesia (TCI), Lantai 31 Kawasan Rasuna Epicentram 22 Jl. H.R. Rasuna Said, Jakarta Selatan 12910 Tap 1162 21 2924 3900 Fax 2162 21 2157 2015
Names mentioned 46 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.3 ×2
unresolved
org
PT Banyan Mas
p.3 ×2
unresolved
org
indonesia Stock Exchange
p.3 ×8
unresolved
person
Notary Dewi Himijati Tandika
· Notaris
p.5
unresolved
org
Minister of Law and Human Rights
p.5
unresolved
person
Jose Dima Satria
· Notaris
p.5
unresolved
org
PT Datindo Entrycom
p.5
unresolved
org
Paid Up Capital Bersama Digital Infrastructure Asia Pte. Ltd
p.6
unresolved
person
Lie Sie An
· Member
p.7
unresolved
person
Tajudin
· Member
p.7
unresolved
org
PT Telenet Telecommunications South
p.8
unresolved
org
PT United Telecommunications South
p.8
unresolved
org
PT Batavia Telecommunications South
p.8
unresolved
org
PT Tower Telecommunications South
p.8
unresolved
org
PT Towerindo
p.8
unresolved
org
PT Prima Telecommunications South
p.8
unresolved
org
PT Mitrayasa Telecommunications South
p.8
unresolved
org
PT Metric Investment
p.8
unresolved
org
PT Solu Sindo Telecommunications South
p.8
unresolved
org
PT Bali Telecammunications South
p.8
unresolved
org
PT Triaka Telecommunications South
p.8
unresolved
org
PT Solusi Telecommunications South
p.8
unresolved
org
Pte Ltd.
p.9
unresolved
org
PT Visi Telecommunications
p.9
unresolved
org
PT Unicom Fiber
p.9
unresolved
org
PT Global Fiber
p.9
unresolved
org
Public Accounting Firm Tanubrata Sutanto Fahmi Bambang & Partners
p.9
unresolved
person
E. Wisnu Susilo Broto
p.9 ×6
unresolved
person
CPA
p.9 ×6
unresolved
org
Bank Indonesia
p.12 ×4
unresolved
org
Tanubrata Sutanto Fahmi Bambang & Rekan
p.12 ×7
unresolved
org
Pakpahan & Rekan
p.19 ×2
unresolved
org
TOWER BERSAMA INFRASTUCTURE Tbk.
p.23 ×2
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13 Sep 2026 16:44
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