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Signing of the Facility Agreement by Protelindo with PT Bank HSBC Indonesia

Tower · Friday, 3 June 2022 12:00

We refer to (i) Financial Services Authority Rule Number 17/POJK.04/2020 regarding Material Transaction and Change of Main Business Activities (“POJK 17”); (ii) Financial Services Authority Rule Number 31/POJK.04/2015 dated 16 December 2015, regarding Disclosure on Material Information or Facts by Issuer or Public Companies (“POJK 31”); and (iii) Decision of Chairman of Bapepam-LK Number Kep-00015/BEI/01-2021, dated 29 January 2021 concerning Amendment of Regulation Number I-E regarding The Obligation of Information Submission (“Regulation IX.E.1”).

We, for and on behalf of PT Sarana Menara Nusantara, Tbk., submit Information or Material Facts as described below:

Name of the Issuer or Public Company : PT Sarana Menara Nusantara, Tbk. (the “Company”)
Scope of Business : Activities of holding companies, telecommunication central construction and other management consultation
Telephone : 021-2358 5500
Facsimile : 021-2358 6446
Electronic mail : investor.relations@ptsmn.co.id


1 Date of Occurrence June 2, 2022
2 Parties of the Transaction 1. PT Profesional Telekomunikasi Indonesia (“Protelindo”) which is a subsidiary company which 99.9997% of its shares are owned by the Company; and
2. PT Bank HSBC Indonesia (“HSBC”), which is a banking institution which does not have any affiliated relations with the Company.
3 Type of Information or Material Facts Signing of the Facility Agreement No. JAK/211202/C/220310 dated June 2, 2022 by and between Protelindo as Debtor and HSBC as Original Lender (“Facility Agreement”).
4 Description of the Additional Information or Material Fact

On June 2, 2022, Protelindo has signed a Facility Agreement with HSBC.

The following are several important information in connection with the Facility Agreement, as follows:

- The total amount of facility pursuant to the Facility Agreement is IDR2,600,000,000,000 (two trillion six hundred billion Rupiah), with the  following details:
   1. Facility A amounting IDR1,300,000,000,000 (one trillion three hundred billion Rupiah); and
   2. Facility B amounting IDR1,300,000,000,000 (one trillion three hundred billion Rupiah).

- The purpose: general corporate purposes of Protelindo, including to refinance the existing loan.

- Term:
   - Facility A: 3 (three) years from the signing date of the Facility Agreement; and
   - Facility B: 6 (six) years from the signing date of the Facility Agreement.

-  Prevailing laws: Indonesian law.

5 The impact of such event, information or material facts towards operational activities, legal, financial condition, or business continuity of the Issuer or Public Company There is no material impact to the operational activities, legal or financial conditions or the business continuity of the Company due to the signing of the Facility Agreement by Protelindo.
6 Other information

The above-mentioned loan facilities constitute as a material transaction under the POJK 17/2020, however, considering the facilities are provided by the banking institutions, such transactions meet the criteria as stipulated under Article 11 letter b POJK 17, and therefore the Company is required to submit the disclosure information at the latest by 2 (two) business days following the date of the transactions.

The Facility Agreement is not categorized as affiliated transactions or conflict of interest transactions as contemplated under the Financial Services Authority Rule No. 42/POJK.04/2020 regarding Affiliated Transactions and Conflicts of Interest (“POJK 42”).

The Board of Commissioners and Board of Directors of this Company hereby state: 
1. This Facility Agreement transaction are not categorized as a conflict of interest transaction pursuant to the POJK 42;
2. The information disclosed above contains all the material information which is true and not misleading.

This disclosure of information or material facts is also made to meet the provision under OJK. 

Thank you for your attention and cooperation.

Best regards,
PT Sarana Menara Nusantara, Tbk.