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

June 21, 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”); and

10.   PT Bank Central Asia, Tbk. (“BCA”), a banking institution. 

3.

Object and Value of the Transaction

1. Object of Transaction:

 The execution of the Sixteenth Amendment to The Facility Agreement dated June 21, 2024 (“Facility Agreement”) between BCA as the lender and Protelindo, Iforte, KIN, SUPR, BIT, QTR, GIK, VTS and IFEN (all of which are consolidated subsidiaries of the Company) as borrowers (“Borrowers”).

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

(a)  Adding IFEN as co-borrowers in the Facility Agreement for facility B Money Market Line;

(b) Extend the availability period of Facility K from June 21, 2024 until June 30, 2024;

(c)  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 99.99% shares are directly owned by the Protelindo;

3. KIN, a subsidiary company whose 99.99% shares are directly owned by the Protelindo;

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

5.  BIT, a subsidiary company whose 100% shares are indirectly owned by the Protelindo through Iforte and KIN;

6. QTR, a subsidiary company whose 99.99% shares are directly owned by the Iforte;

7.  GIK, a subsidiary company whose 99,99% shares are directly owned by the SUPR;

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

9.  IFEN a subsidiary company whose 99,89% shares are owned by Iforte; dan/and

10. 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 value of the Facility Agreement is deemed as a material transaction as referred to in POJK 17, i.e.  more than 20% of the Company's equity, based on the Company's audited Financial Statement as of December 31, 2023. However, the Facility Agreement is a material transaction that is exempted because the loan transaction received directly from the bank as referred to in Article 11 letter (b) of POJK 17.

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.