Name of the Issuer or Public Company

:

PT Sarana Menara Nusantara, Tbk.

Business activities

:

- Management Consultancy Activities

-  Holding Company Activities

-  Construction of Central Communication

elephone

:

0291-431691 / 021-23585500

Alamat Surat Elektronik (e-mail)

:

corpsec@ptsmn.co.id

1.

Date of Occurrence

December 12, 2024

2.

Parties to the Transaction

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

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

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

4.      PT Solusi Tunas Pratama Tbk (“SUPR”);

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

6.      PT Quattro International (“QTR”);

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

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

9.      PT Iforte Energi Nusantara (“IFEN”);

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

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

12.   PT Bank Central Asia, Tbk. (“Bank”).

3.

Object and Value of the Transaction

1. Object of Transaction:

On December 12, 2024, Bank as the lender and Protelindo, Iforte, KIN, SUPR, BIT, QTR, GIK, VTS, IFEN, IBST and IPAY (“Borrowers”) as borrowers, have agreed to the Amendment of Agreement to the Facility Agreement dated June 21, 2018 and all of its amendments from time to time (“Facility Agreement”)

2.  The following are the key terms and conditions under the Facility Agreement:

(a)  Extension of the availability period of money market line facility until January 16, 2025.

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

4.

Explanation, Considerations and Reasons for Material Transactions

The financing structure above will facilitate the Borrowers to get a preferable financing terms and conditions.

5.

The affiliation relation of the parties conducting Material Transactions

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

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

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

4. SUPR, a subsidiary company whose 99.96% shares are directly owned by Protelindo;

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

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

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

8. VTS, a subsidiary company whose 60% shares are owned by Iforte;

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

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

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

12. BCA, is a banking institution.

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 a negative material impact to the operational, legal, financial condition or continuity of the Company's business.

7.

Other information

1.  The execution of Credit Agreement is a material transaction that is exempted as referred to :

(i) Clause11 letter (b) of POJK 17, i.e refers to loan transactions received directly from banks; dan/ and

(ii) Clause 11 letter (c) of OJK Rule 17, i.e. a corporate guarantee provided to bank, in relation to the loan granted to a public company or its subsidiaries.

2. Transaction is an affiliated transaction as referred to:  

(i)  Clause 6 section (1) letter (d) of POJK 42, i.e. a loan received directly from bank; 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 in POJK 42.