Nama Emiten atau Perusahaan Publik/

Name of the Issuer or Public Company

:

PT Sarana Menara Nusantara, Tbk.

Bidang Usaha/

Business activities

:

-        Aktivitas Konsultasi Manajemen Lainnya / Management Consultancy Activities

-        Aktivitas Perusahaan Holding / Holding Company Activities

-        Konstruksi Sentral Telekomunikasi / Construction of Central Communication

Telepon / Telephone

:

0291-431691 / 021-23585500

Alamat Surat Elektronik (e-mail)

:

corpsec@ptsmn.co.id

1.

Date of Occurrence

1 April 2024 / April 1, 2024

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”); dan

6. PT Bank BTPN Tbk (“BTPN”)

3.

Object and Value of the Transaction

 On April 1, 2024, BTPN as the lender, and Protelindo, Iforte, SUPR, BIT and VTS as the borrowers (“Borrowers”) have signed First Amendment to the Amendment and Restatement to the Facility Agreement No. BTPN/NS/0122 (“Facility Agreement”).

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

1) Commitment:

Increase of the total facility up to IDR4,000,000,000,000.- 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 inUSD 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.- or the equivalent amount in USD made available to VTS.

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

2) Availabilty Period: April 1, 2024 until April 30, 2025.

3)  Protelindo, Iforte, SUPR, BIT and VTS are jointly liable for the obligations under the Facility Agreement to BTPN.

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

5) Protelindo agrees to provide a corporate guarantee to guarantee the fulfilment of Iforte’s, SUPR’s, BIT’s and VTS’s obligations under the Facility Agreement (“Corporate Guarantee”).

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 is a subsidiary of Protelindo whose 99.99% shares are owned by Protelindo;

c.SUPR, a subsidiary of Protelindo whose 99.96% of the shares are owned by the Protelindo;

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

e. VTS is a subsidiary whose 60% of the shares are indirectly owned by the Protelindo through Iforte;

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

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 exceeds 20% of the Company's equity based on the Company's audited Financial Statement as of December 31, 2022. The Transaction is a material transaction that is exempted under Article 11 letter (a), (b) and (c) of POJK 17.

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

(i) Pasal 6 ayat (1) huruf (d) POJK 42, yaitu transaksi pinjaman yang diterima secara langsung dari bank; / in Clause 6 section (1) letter (d) i.e., a loan received directly from banks;

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

(iii) 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 42.