Name of the Issuer or Public Company

:

PT Sarana Menara Nusantara, Tbk. (“Company”)

Line of Business

:

-      Management Consultancy activities;

-      Construction of Central Communication.

Phone

:

0291-431691

e-mail

:

corpsec@protelindo.net

1.

Date of Occurrence

February 24, 2023

2.

Parties to the Transaction

1.     PT Profesional Telekomunikasi Indonesia (“Protelindo”)

2.     PT Iforte Solusi Infotek (“Iforte”);

3.     PT Solusi Tunas Pratama Tbk (”SUPR”)

4.     PT BIT Teknologi Nusantara (“BIT”); and

5.     PT BTPN Tbk (“BTPN”), a banking institution and not an affiliated party of the Company.

3.

Objek dan Nilai Transaksi / Object and Value of the Transaction

1.    Object of Transaction:      

On February 24, 2023, BTPN as the lender, Protelindo, Iforte, SUPR and BIT as the borrowers (“Borrowers”) have signed Amendment and Restatement of Facility Agreement No. BTPN/NS/0122 (“Facility Agreement”).

To guarantee the performance of the Borrowers under the Facility Agreement, on 24 February 2023, Protelindo has signed the Amendment and Restatement to the Corporate Guarantee and Indemnity Agreement (“Guarantee Agreement” and together with the Facility Agreement shall be referred as “Transaction”)

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

1) Commitment: IDR2,500,000,000,000.- (Two Trillion Five Hundred Billion Rupiah) with the following details:

(a) Maximum of IDR2.500.000.000.000, - (Two Trillion Five Hundred Billion Rupiah) or its equivalent to United States Dollar (“USD”) and Japanese Yen (“JPY”) currency available for Protelindo;

(b) Maximum of IDR750,000,000,000 (Seven Hundred Fifty Billion Rupiah) or its equivalent to USD currency available for SUPR;

(c) Maximum of IDR1,500,000,000,000.- (One Trillion Five Hundred Billion Rupiah) or its equivalent to USD currency available for Iforte;

(d) Maximum of IDR250,000,000,000. or its equivalent to USD currency (Two Hundred Fifty Billion) available for BIT.

2) Purpose of Loan: For general corporate purposes, including but not limited to working capital needs.

3) Final Maturity Date:

(a) Related to Protelindo, maximum of 12 (twelve) months from the last utilisation date of the facility;

(b) Related to Iforte, SUPR, and BIT maximum of 6 (six) months from the last utilisation date of the facility.

4) Governing Laws: Laws of Indonesia

3. The Transaction is affiliated transaction as referred to in Clause 6 (1) b POJK 42, Clause 6 (1) (d) POJK 42, and Clause 6 (1) (e) POJK 42.

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

4.

 Explanation, Considerations and Reasons for Material Transactions

The Facility Agreement is jointly received by the Borrowers and this transaction is for general corporate purposes, including but not limited to working capital needs. The financing structure which is carried out jointly and the corporate guarantee provided by Protelindo will facilitate the Borrowers to get a preferable financing terms and conditions.

5.

The affiliation relation of the parties conducting Material Transactions

a. Protelindo a company which 99.9997% of its shares directly owned by the Company;

b. Iforte a company which 100% of its shares indirectly owned by the Company;

c. SUPR a company which 99.96% of its shares directly owned by Protelindo;

d. BIT a company whose 100% shares are indirectly owned by the Protelindo by Iforte and PT Komet Infra Nusantara;

e. BTPN is a bank which is non-affiliated party of each Protelindo, Iforte, SUPR and BIT.

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 execution of Facility Agreement and Guarantee Agreement is a material transaction as referred to in POJK 17, i.e., the value of the Transaction is more than 20% (but less than 50%) of the Company's equity, based on the Company's audited Financial Statement as of December 31, 2021. The Transaction is a material transaction that is exempted as referred to in Article 11 letter (a), (b) and (c) of POJK 17.

2. The execution of the Facility Agreement and the Guarantee Agreement 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) POJK 42, i.e. a borrowing transaction provided by the bank; and

(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 by the Issuer or subsidiaries.

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