Name of the Issuer or Public Company

:

PT Sarana Menara Nusantara, Tbk.

Business activities

:

- Management Consultancy Activities

- Holding Company Activities

- Construction of Central Communication

Telephone

:

0291-431691 / 021-23585500

Alamat Surat Elektronik (e-mail)

:

corpsec@ptsmn.co.id

1.

Date of Occurrence

October 17, 2024

2.

Parties to the Transaction

1. PT Profesional Telekomunikasi Indonesia (“Protelindo”);

2. PT Iforte Solusi Infotek (Iforte)

3. PT Komet Infra Nusantara (“KIN”);

4. PT Solusi Tunas Pratama Tbk (“SUPR”);

5. PT BIT Teknologi Nusantara (“BIT”);

6. PT Quattro International (“QTR”);

7. PT Global Indonesia Komunikatama (“GIK”);

8. PT Varnion Technology Semesta (“VTS”);

9. PT Iforte Energi Nusantara (“IFEN”);

10. PT Inti Bangun Sejahtera Tbk (“IBST”);

11. PT Iforte Payment Infrastructure (“IPAY”); and

12. PT Bank Central Asia, Tbk. (“BCA”).

3.

Object and Value of the Transaction

1. Object of Transaction:

 The execution of the Seventeenth Amendment to The Facility Agreement on October 17, 2024 (“Facility Agreement”) between BCA as the lender and Protelindo, Iforte, KIN, SUPR, BIT, QTR, GIK, VTS, IFEN, IBST and IPAY (all of which are consolidated subsidiaries of the Company) as borrowers (“Borrowers”).

2.  The following are the amended key terms and conditions under the Facility Agreement:

(a) Adding VTS, IBST and IPAY as co-borrowers in the facility B Money Market Line of the Facility Agreement;

(b)  Extend the availability period of Facility Agreement until December 16, 2024.

(c) Borrowers have agreed to be jointly and severally liable for the performance of all obligations under the Facility Agreement.

4.

Explanation, Considerations and Reasons for Material Transactions

 The financing structure above will facilitate the Borrowers to get a preferable financing terms and conditions.

5.

The affiliation relation of the parties conducting Material Transactions

1.  Protelindo, a company whose 99.9997% shares are directly owned by the Company;

2.  Iforte, a subsidiary company whose 100% shares are directly owned by Protelindo;

3.  KIN, a subsidiary company whose 100% shares are directly owned by Protelindo;

4. SUPR, a subsidiary company whose 99.96% shares are directly owned by Protelindo;

5. BIT, a subsidiary company whose 100% shares are indirectly owned by Iforte;

6.  QTR, a subsidiary company whose 100% shares are directly owned by Iforte;

7. GIK, a subsidiary company whose 100% shares are directly owned by SUPR;

8.  VTS, a subsidiary company whose 60% shares are owned by Iforte;

9.  IFEN, a subsidiary company whose 100% shares are owned by Iforte;

10. IBST, a company whose 99,98% shares are directly owned by Iforte;

11.  IPAY, a company whose 77,26% shares are directly owned by Iforte; dan/and

12. BCA, is a banking institution.

6.

The impact of such event, information or material facts towards operational activities, legal, financial condition, or business continuity of the Issuer or Public Company

The disclosed information or material facts do not have a negative material impact to the operational, legal, financial condition or continuity of the Company's business.

7.

Other information

1. The value of the Facility Agreement is deemed as a material transaction as referred to in POJK 17, i.e.  more than 20% of the Company's equity, based on the Company's audited Financial Statement as of June 30, 2024. However, the Facility Agreement is a material transaction that is exempted because the loan transaction received directly from the bank as referred to in Article 11 letter (b) and (c) of POJK 17.

2. Transaction is an affiliated transaction as referred to:  

(i) Clause 6 section (1) letter (d) of POJK 42, i.e. a loan received directly from bank; and/or

(ii)  Clause 6 section (1) letter (e) of POJK 42, i.e. a corporate guarantee provided to bank in relation to the loan agreement granted to the Issuer or its subsidiaries.

3. The Transaction is not a conflict-of-interest transaction of the Company as referred to in POJK 42.