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

May 20, 2025

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”);

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

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

7.      PT Iforte Payment Infrastructure (“IPAY”); dan/and

8.      PT Bank SMBC Indonesia Tbk (“Bank”)

3.

Object and Value of the Transaction

 On May 20, 2025, Bank as the lender, and Protelindo, Iforte, SUPR, BIT, VTS, IBST and IPAY (all of which are consolidated subsidiaries of the Company) as the borrowers (“Borrowers”) have signed First Amendment to the Amendment and Restatement dated October 22, 2024 to the Facility Agreement No. BTPN/NS/0122 dated December 8, 2021 (“Facility Agreement”)

The following are the terms and conditions of the Facility Agreement:

1) Commitment: IDR4,000,000,000,000.- (“Total Facility”) with the following details:

(a) Maximum of IDR4,000,000,000,000, - or the equivalent amount in United States Dollars (“USD”) and Japanese Yen (“JPY”) made available to Protelindo;

(b) Maximum of IDR1,400,000,000,000 or the equivalent amount in USD made available to SUPR;

(c) Maximum of IDR3,000,000,000,000.- or the equivalent amount in USD made available to Iforte;

(d) Maximum of IDR400,000,000,000. or the equivalent amount in USD made available to BIT.

(e) Maximum of IDR35,000,000,000.- made available to VTS.

(f) Maximum of IDR1.000,000,000,000.- made available to IBST.

(g) Maximum of IDR100,000,000,000.- made available to IPAY.

All withdrawals of the facility shall not exceed the Total Facility. 

2) Availability Period: May 20, 2025 until April 30, 2026.

3) The Borrowers are jointly liable for the obligations under the Facility Agreement.

4)The Facility Agreement is made and governed in accordance with the laws of Republic of Indonesia

4.

Explanation, Considerations and Reasons for Material Transactions

The transaction is made to provide funding for general corporate purposes of the Borrowers, including but not limited to working capital needs. The financing structure as stated above will facilitate the Borrowers to obtain a preferable financing terms and conditions.

5.

The affiliation relation of the parties conducting Material Transactions

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

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

c. SUPR, a company whose 97,33% shares are directly owned by Protelindo;

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

e. VTS, a company whose 60% shares are owned directly by Iforte;

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

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

h. Bank is a bank which is non-affiliated party of each Borrowers.

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 performance of such Facility Agreement does not have a negative material impact to the operational, legal, financial condition or continuity of the Company's business.

7.

Other information

1. The execution of Facility Agreement is a material transaction as referred to in POJK 17, i.e., the value of the Transaction exceeds 20% of the Company's equity based on the Company's audited Financial Statement as of December 31, 2024. The Transaction is a material transaction that is exempted under Article 11 letter (b) and (c) of POJK 17.

2. The execution of the Facility Agreement and Guarantee Agreement is an affiliated transaction as referred to:

(i) in Clause 6 section (1) letter (d) i.e., a loan received directly from banks; dan/ atau / 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 POJK 42.