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Affiliated Transactions between PT Profesional Telekomunikasi Indonesia and PT Grand Indonesia

Jakarta, Jul 2, 2015 | Source: Company

PT Profesional Telekomunikasi Indonesia, a subsidiary which 99.999% (ninety nine point nine nine nine percent) of its shares is owned by PT Sarana Menara Nusantara, Tbk (the "Company"), has amended some provisions of the Lease Agreement dated 9 March 2012 (the "Initial Agreement") as amended by the First Amendment dated 29 October 2012 (the "First Amendment") and the Second Amendment dated 24 June 2013 (the "Second Amendment"), by executing a Third Amendment dated 18 December 2013 between Protelindo and GI (the "Third Amendment") (the Initial Agreement, the First Amendment, the Second Amendment and the Third Amendment hereinafter jointly referred to as the ("Office Lease Agreement"). We need to inform in advance, that we have conducted the disclosure of information to the public in connection with the execution of the lease agreement and its amendments, each of which we submitted on (a) 12 March 2012, accompanied by the Independent Appraisal Report of KJPP Rao, Yuhal & Partners No. RAO, YUHAL/B/01/III/12 dated 7 March 2012 with fair opinions and submitted evidence of the announcement and supporting documents to Bapepam and LK in connection with the execution of the Initial Agreement through letter No. Ref: 012/CS-BAPEPAM/SMN/III/12 dated 12 March 2012, (b) 30 October 2012 in connection with the execution of the First Amendment through letter No. Ref: 054/CS-BAPEPAM/SMN/X/12 dated 30 October 2012, (c) 24 June 2013 in connection with the execution of the Second Amendment through letter No. Ref: 044/CS-OJK/SMN/VI/13 dated 24 June 2013, and (d) 19 December 2013 in connection with the execution of the Third Amendment through letter No. Ref: 083/CS-OJK/SMN/XII/13 dated 19 December 2013.

Protelindo and GI agreed to amend the Deed of Lease Agreement No. 57 dated 5 May 2011, made before Dr. Irawan Soerodjo, SH., MSi, Notary in Jakarta, in connection with the lease of office space at Menara BCA 55th and 53rd Floors used for operational activities of Protelindo, by executing the First Amendment on 30 June 2015 (the "First Deed Amendment"). In addition, Protelindo and GI also agreed to amend the Third Amendment by executing the Fourth Amendment on 30 June 2015 in connection with the lease of office space at Menara BCA 43rd and 49th Floors also used for operational activities of Protelindo (the "Fourth Amendment"). Pursuant to the First Deed Amendment and the Fourth Amendment, the lease term will be extended until 31 August 2021. (Office lease transaction as set forth in the First Deed Amendment and the Fourth Amendment hereinafter referred to as the "Office Lease Transaction").

In the Office Lease Transaction, Protelindo will pay the lease price of US$ 1,898,817.10 or approximately Rp23,621,284,674 (using Bank Indonesia middle rate of US$1 = Rp12,440 as at 31 December 2014) which is the lease price per year, including service charge and value added tax (VAT). The lease price of the next lease term is equal to the lease price of the first year until the expiration of the lease term, except for the lease price of some units on the 43rd Floor will increase by US$1 per year. Payment for the lease price will be made every 3 (three) months.

Based on the value of the Office Lease Transaction and with regard to the amount of the Company's equity as of 31 December 2014 which was Rp4,669,329,000,000.00, the value of the Office Lease Transaction is less than 20% (twenty percent) of the amount of the Company's equity. Therefore, the Office Lease Transaction does not constitute a material transaction as defined in Bapepam and LK Regulation No. IX.E.2, Attachment of Decree of the Chairman of Bapepam and LK No. Kep-614/BL/ 2011 dated 28 November 2011 concerning Material Transactions and Change of Main Business Activities.

Furthermore, the Office Lease Transaction constitutes an affiliated transaction as defined in Bapepam and LK Regulation No. IX.E.1, attachment of Decree of the Chairman of Bapepam and LK No. Kep-412/BL/2009 dated 25 November 2009 concerning Affiliated Transactions and Conflict of Interests on Certain Transactions (the "Regulation IX.E.1"), because Protelindo and GI are indirectly owned and controlled by the family of Robert Budi Hartono and the family of Michael Bambang Hartono. However, the Office Lease Transaction does not constitute a conflict of interest transaction as defined in the Regulation IX.E.1, considering that in the transaction there is no conflict of interests between the economic interests of the Company and the personal economic interests of the directors, commissioners and main shareholders of the Company. However, considering that the Office Lease Transaction is a continued transaction in connection with the Initial Agreement and the Deed of Lease Agreement No. 57, dated 5 May 2011 made before Dr. Soerodjo Irawan, SH., MSi, a Notary in Jakarta, where the terms and conditions of the agreement do not contain changes that can be detrimental to the Company, then in accordance with number 2 (c) point 3 of the Regulation IX.E.1, the Transaction is a transaction that is exempt from the compliance with the implementing procedures of affiliated transactions as defined in the Regulation IX.E.1.

Furthermore, we have also prepared this disclosure of information in the framework of compliance with (i) Bapepam Regulation No. X.K.1, Attachment of Decree of the Chairman of Bapepam No. Kep-86/PM/1996 dated 24 January 1996 concerning Disclosure of Information that Must Be Announced to the Public Immediately and (ii) IDX Regulation No. I-E concerning the Obligation of Information Submission, Attachment of Decree of the Board of Directors of Jakarta Stock Exchange No. Kep-306/BEJ/07-2004 dated 19 July 2004.