Name of Issuer or Public Company

:

PT Sarana Menara Nusantara, Tbk.

Line of Business

:

- Management Consultancy Activities

- Holding Company Activities

- Construction of Central Communication

Phone

:

0291 - 431691 / 021 - 23585500

email

:

corpsec@ptsmn.co.id

1.

Date of Occurrence

December 20, 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 Iforte Energi Nusantara (“IEN”);

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

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

7.      PT Bank Mizuho Indonesia (“Mizuho”).

3.

Type of Material Information or Facts

Execution of Amendment Agreement on December 20, 2024 between Protelindo, Iforte, SUPR, IEN, BIT and IBST as the borrowers (“Borrowers”) with Mizuho as the creditor (“Mizuho Facility Agreement”).

To guarantee the performance of the Borrowers under the Mizuho Facility Agreement, (i) Borrowers have agreed to be jointly and severally liable for the performance of all obligations under the Facility Agreement and (ii) Protelindo and SUPR respectively have signed the Corporate Guarantee Agreement (“Guarantee Agreement”).

Mizuho Facility Agreement and Guarantee Agreement together will be referred as to “Transaction”.

4.

Description of Material Information or Facts

The following are the amended key terms and conditions under the Transaction:

(a) Adding IBST as Co-Borrowers in the Mizuho Facility Agreement;

(b)  The facility limit maximal of IDR1,500,000,000,000 or its equivalent to the United States Dollar currency available for the Borrowers, with the following details:

- maximal of IDR1,500,000,000,000 or its equivalent to the United States Dollar currency available for Protelindo, Iforte, SUPR and IBST;

- Maximal of IDR200,000,000,000, - or its equivalent to the United States Dollar currency available for IEN;

- Maximal of IDR250,000,000,000, - or its equivalent to the United States Dollar currency available for BIT.

5.

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 Transaction does not have negative material impact to the operational, legal, financial condition or continuity of the Company's business.

6.

 Other information

1. The execution of the Mizuho Facility Agreement is an affiliated transaction as referred to:

 (i) in Clause 6 section (1) letter b point (2) of OJK Regulation No. 42 of 2022 regarding the Affiliated Transaction and Conflict of Interest Transaction (“OJK Rule 42”), i.e. a transaction between the subsidiaries whose at least 99% (ninety nine percent) of their shares are owned by the Public Company; and

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

(iii) Clause 6 section (1) letter (e) OJK Rule 42, i.e. a security provided to bank in relation to the loan agreement granted to a public company or subsidiaries.   

2. The execution of the Guarantee Agreement is not a conflict-of-interest transaction of the Company as referred to OJK Rule 42 and not a material transaction as referred to the OJK Regulation No. 17/POJK.04/2020 on Material Transactions and Change of Business Activities.