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

e-mail

:

corpsec@ptsmn.co.id

1.

Date of Occurrence

June 12, 2023

2.

Parties to the Transaction

1.  PT Profesional Telekomunikasi Indonesia (“Protelindo”), a company whose 99.9997% shares are directly owned by the Company;

2.  PT Iforte Solusi Infotek (“Iforte”), a company whose 99.99% shares are directly owned by the Protelindo;

3.  PT Komet Infra Nusantara (“KIN”), a company whose 99.99% shares are directly owned by the Protelindo;

4.  PT Solusi Tunas Pratama Tbk (“SUPR”), a company whose 99.96% shares are directly owned by the Protelindo;

5.  PT BIT Teknologi Nusantara (“BIT”), a company whose 100% shares are indirectly owned by the Protelindo through Iforte and KIN;

6.  PT Quattro International (“QTR”), a company whose 99.99% shares are directly owned by the Iforte;

7. PT Global Indonesia Komunikatama (“GIK”), a company whose 99,99% shares are directly owned by the SUPR; dan/and

8. PT Bank Central Asia Tbk (“BCA”) a banking institution.

3.

Object and Value of the Transaction

1. Object of Transaction:

 The execution of the Fourteenth Amendment to The Facility Agreement dated June 12, 2023 (“Facility Agreement”) between BCA as the lender and Protelindo, Iforte, KIN, SUPR, BIT, QTR and GIK (all of which are consolidated subsidiaries which are wholly owned (directly and indirectly) by the Company) as borrowers (“Borrowers”).

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

(a)  Additional new facility in the form of credit investment facility in the amount of IDR3.400.000.000.000 available for Borrowers with following details:

-  Commitment: IDR3,400,000,000,000.

-  Purpose of loan: 2023 capital expenditure financing, and refinancing of bank loans or bonds.

-  Final Maturity Date: 60 months after the end of  Availability Period of Facility or until the Facility has fully drawn (whichever comes earlier);

-  Governing Laws:  Law of Indonesia.

(b) the limit increase of money market facility with final total amount to become IDR1.500.000.000.000 available for Borrowers;

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

3.  Transaction as mentioned above is affiliated transaction as referred to in Clause 6 section (1) letter b point (2) POJK 42, Clause 6 section (1) letter (d) and Clause 6 section (1) letter (e) POJK 42 as the Company, Borrowers and BCA are indirectly owned and controlled by the family of Robert Budi Hartono and the family of Michael Bambang Hartono.

4. The Transaction is a material transaction that excluded as referred to in Clause 11 (a), and (b) POJK 17.

4.

Explanation, Considerations and Reasons for Material Transactions

The purpose of this Facility Agreement is for 2023 capital expenditure financing, and refinancing on bank loans or Bonds. 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

Transaction as mentioned above is affiliated transaction as referred to in Clause 6 section (1) letter b point (2) POJK 42, Clause 6 section (1) letter (d) and Clause 6 section (1) letter (e) POJK 42 as the Company, Borrowers and BCA are indirectly owned and controlled by the family of Robert Budi Hartono and the family of Michael Bambang Hartono

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 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 December 31, 2022. However, the Facility Agreement is a material transaction that is exempted because it is a loan transaction received directly from the bank as referred to in Article 11 letter (b) of POJK 17.

2. Transaction is an affiliated transaction as referred to:

(i) Clause 6 section (1) letter b point (2) of POJK 42 i.e. a transaction between the subsidiaries whose at least 99% of their shares are owned by the Public Company;

(ii)   Clause 6 section (1) letter (d) i.e., a loan transaction received directly from banks, venture capital companies, finance companies, or infrastructure finance companies both from within the country and abroad.

(iii)   Clause 6 section (1) letter (e) OJK Rule 42, i.e. a corporate guarantee provided to bank in relation to the loan agreement granted to the Issuer or subsidiaries

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