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

October 22, 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”);

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

7.      PT Iforte Payment Infrastructure (“IPAY”); and

8.      PT Bank SMBC Indonesia Tbk (“SMBCI”)

3.

Object and Value of the Transaction

 On October 22, 2024, SMBCI as the lender, and Protelindo, Iforte, SUPR, BIT, VTS, IBST and IPAY (all of which are consolidated subsidiaries of the Company) as the borrowers (“Borrowers”) have signed Amendment and Restatement to the Amendment and Restatement Facility Agreement No. BTPN/NS/0122 dated December 8, 2021 in relation to adding IPAY as co-borrowers in the facility agreement (“Facility Agreement”).

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

1)Commitment: IDR4,000,000,000,000.- (“Facility Total”) 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 in USD 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.- made available to VTS.

(f)  Maximum of IDR1.000,000,000,000.- made available to IBST.

(g) Maximum of IDR100,000,000,000.- made available to IPAY.

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

2) Availabilty Period: August 7, 2024 until April 30, 2025.

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

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 VTS’s, IBST’s and IPAY’s obligations under the Facility Agreement (“Corporate Guarantee”).

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 99.9997% shares are directly owned by the Company;

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

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

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

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

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

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

h. SMBCI is a bank which is non-affiliated party of each Protelindo, Iforte, SUPR, BIT, VTS, IBST and IPAY.

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.

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 June 30, 2024. The Transaction is a material transaction that is exempted under Article 11 letter (b) and (c) of POJK 17.

2.  The execution of the Facility Agreement and Guarantee 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.