1.

Date of Event

September 16, 2021

2.

Parties of the transaction

PT Profesional Telekomunikasi Indonesia (“Protelindo”), a company which 99.9997% of its shares are directly owned by the Company and PT Iforte Solusi Infotek (“Iforte”), a company which 99.99% of its shares are directly owned by Protelindo, with the following banking institutions:

1.     PT Bank Negara Indonesia (Persero), Tbk. (“BNI”)

2.     PT Bank BTPN, Tbk. (“BTPN”)

3.     PT Bank CIMB Niaga, Tbk. (“CIMB”)

4.     PT Bank HSBC Indonesia (“HSBC”)

5.     PT Bank Mandiri (Persero), Tbk. (“Mandiri”)

6.     PT Bank Mizuho Indonesia (“Mizuho”)

7.     MUFG Bank, Ltd., Jakarta Branch (“MUFG”)

-        All of those banking institutions are not affiliated with the Company, Protelindo and Iforte. 

-        Iforte is 99.99% owned by Protelindo and both are under the same control

3.

Object and value of the transaction

Below is the detailed of transaction with banking institutions:

a.  Facility agreement with BTPN in connection to obtain a credit facility up to IDR2,000,000,000,000.00 (“BTPN Agreement”);

b.  Facility agreement made with CIMB in connection to obtain a credit facility up to IDR1,000,000,000,000.00 (“CIMB Agreement”);

c.  Facility agreement made with HSBC in connection to obtain a credit facility up to IDR1,000,000,000,000.00;

d.  Facility agreement made with Mandiri in connection to obtain a credit facility up to IDR2,000,000,000,000.00 (“Mandiri Agreement”);

e.  Facility agreement made with in connection to obtain a credit facility up to IDR2,000,000,000,000.00;

f.   Facility agreement made with BNI in connection to obtain a credit facility up to IDR3,000,000,000,000.00; and

g.  Facility agreement made with MUFG in connection to obtain a credit facility up to IDR3,000,000,000,000.00.

The above point (a) to (g), collectively hereinafter referred to as the “Credit Facility Agreements”.

In all of the agreements, Protelindo is acting as the the borrower/debtor. In (i) BTPN Agreement; (ii) CIMB Agreement; and (iii) Mandiri Agreement, Iforte is acting as the guarantor of Protelindo by providing a corporate guarantee.

Each of the Credit Facility Agreements is a separate agreement/transaction and not related to each other. However, considering that all of the Credit Facility Agreements have similar type of transaction, and all of the credit facilities are granted to Protelindo, therefore, the disclosure of the transactions is conducted in one disclosure.

4.

Consideration and background of conducting material transaction

The loan obtained from Credit Facility Agreements will be used by Protelindo for general corporate purposes and financing a potential acquisition.

6.

Consideration and reason of conducting affiliated transactions

The requirement under BTPN Agreement, CIMB Agreement and Mandiri Agreement can only be fulfilled by providing a corporate guarantee from Iforte, the affiliated party of Protelindo and the Company.  

7.

The impact on the financial condition of the Public Company

By signing the Credit Facility Agreements, Protelindo's level of indebtedness would increase. However it will remains within the permissible covenants under the Protelindo's existing loan facilities.

The indebtedness will not cause negative impact to the financial conditions of Protelindo and the Company which may result Protelindo unable to fulfill its obligations under its existing loan facilities.

8.

Other information

The Credit Facility Agreements constitute a material transaction as described in the POJK 17.  However, considering that the facilities are provided by the banking institutions, in accordance with Article 11 letter b and c POJK 17, the Company is only required to submit a disclosure information by 2 (two) business days (at the latest) after the transaction date.

Furthermore, the corporate guarantee provided by Iforte to each of CIMB Agreement, BTPN Agreement and Bank Mandiri Agreement is also constitute an affiliated party transaction as described in POJK 42. However, such transaction falls under the exemption as stipulated under Article 6 paragraph 1 letters (b) (3) and (e) of POJK 42 and therefore the Company is only required to submit a disclosure information by 2 (two) business days (at the latest) after the transaction date.