Signing of the Nineteenth Amendment to the Facility Agreement by Protelindo, Iforte, KIN, BIT, QTR, GIK, VTS, IFEN, and IGPU with PT Bank Central Asia Tbk

TOWER · Thursday, 18 December 2025 06:00

To comply with the (i) OJK Regulation No. 31/POJK.04/2015 on Disclosure of Material Information or Facts by Issuers or Public Companies (“POJK 31”), (ii) the IDX Board of Directors Decree No. Kep-00066/BEI/09-2022, Amendment to Regulation No. I-E on Obligation to Submit Information, (iii) Financial Services Authority Rule No. 17/POJK.04/2020 Concerning Material Transactions And Alteration Of Business Activities (“POJK 17”) and (iv) Financial Services Authority Rule No.42/POJK.04/2020 concerning Affiliated Transactions and Conflict of Interest (“POJK 42”), we, PT Sarana Menara Nusantara Tbk (the “Company”), hereby submit a Disclosure on Material Transaction as follows:

 

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

18 Desember 2025 / December 18, 2025

 

2.

Parties to the Transaction

1.      PT Profesional Telekomunikasi Indonesia (“Protelindo”);

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

3.      PT BIT Teknologi Nusantara (“BIT”);

4.      PT Global Indonesia Komunikatama (“GIK”);

5.      PT Quattro International (“QTR”);

6.      PT Varnion Technolgy Semesta (“VTS”);

7.      PT Komet Infra Nusantara (“KIN”);

8.      PT Iforte Gilang Pertiwi Utama (“IGPU”);

9.      PT Iforte Energi Nusantara (“IEN”); dan / and

10.   PT Bank Central Asia Tbk. (“BCA”)

3.

Object and Value of the Transaction

 

 

 

 

 

 

 

                                      

On December 18, 2025, BCA, as the lender, and each of Protelindo, Iforte, BIT, GIK, QTR, VTS, KIN, IGPU and IEN, as the borrowers (the “Borrowers”), entered into the Nineteenth Amendment to the Facility Agreement dated December 21, 2016, as amended and/or supplemented from time to time (the “Facility Agreement”), which, among others, provides for (i) the extension of the term of the existing money market line facility in the amount of IDR 1,500,000,000,000 (Facility B), and (ii) the addition of a new credit facility in the amount of IDR1,700,000,000,000 (Facility L), available to the Borrowers (the “Amendment to the Facility Agreement”).

The following are the key terms and conditions under the Amendment to the Facility Agreement:

(a) Extension of the term of the money market line facility (Facility B) until 16 November 2026

(b) Borrowers have agreed and undertaken to be jointly and severally liable for the performance of all obligations under the Amendment to the Facility Agreement.

4.

Explanation, Considerations and Reasons for Material Transactions

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 99.9998% shares are directly owned by the Company;

b. Iforte, a company of which 99.99% of the shares are owned by Protelindo and the remaining 0.01% are owned by the Company;

c. KIN, a subsidiary company whose 100% shares are directly owned by Protelindo;

d. BIT, a subsidiary company of Iforte whose 100% are indirectly owned by Iforte through PT Platinum Teknologi and PT Gema Dwimitra Persada;

e. QTR, a subsidiary company whose 100% shares are directly owned by Iforte;

f. GIK, a subsidiary company whose 100% shares are directly owned by SUPR;

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

h. IFEN, a subsidiary company whose 100% shares are owned by Iforte;

j. IGPU, a company whose 80% shares are directly owned by Iforte; dan/and

k. 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 any material adverse impact to the operational, legal, financial condition or continuity of the Company's business.

 

7.

Other information

1.The execution of Amendment to the Facility Agreement is a material transaction as referred to in POJK 17, i.e., the total value of the transaction in Amendment to the Facility is exceeds 50% of the Company's equity based on the Company's audited Financial Statement as of December 31, 2024. The signing of the Amendment to the Facility is an exempted of the material transaction under Article 11 letter (b) and (c) of POJK 17.

2. The execution of the Amendment to the Facility 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.

 

The Board of Commissioners and Directors of the Company hereby declare that:

  1. The Transaction is not a conflict-of-interest transaction of the Company as referred to POJK 42.
  2. This Disclosure contains material information which is true and not misleading.

According to POJK 31, this Disclosure is also made to comply with the provision under OJK Rule 31.

 

Yours faithfully,

PT SARANA MENARA NUSANTARA TBK