INFORMATION DISCLOSURE TO SHAREHOLDERS In compliance with Regulation No. IX.E.2 concerning Material Transaction and Main Business Activity Change

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1 INFORMATION DISCLOSURE TO SHAREHOLDERS In compliance with Regulation No. IX.E.2 concerning Material Transaction and Main Business Activity Change The Board of Commissioners and Board of Directors of the Company, either individually or collectively, are responsible for the completeness and correctness of the whole information or material facts contained in this Information Disclosure and assert the information presented is correct, and there is no material facts that is not presented that may cause this information to be misleading. PT. TOWER BERSAMA INFRASTRUCTURE Tbk. ( Company ) Business Activity: Integrated Infrastructure Services Provider through its Subsidiaries Located in South, Indonesia Head Office: The Convergence Indonesia, 11th Fl. Kawasan Rasuna Epicentrum Jl. HR. Rasuna Said South 12940, Indonesia Tel Fax corporate.secretary@tower-bersama.com Website: TBG Global Pte. Ltd., Company s subsidiary with share ownership of 100% (one hundred per cent), plans to issue Notes with the value of as much as USD500 million (five hundred million United States Dollars) which will be secured by Company s corporate guarantee, of which material value must obtain the approval of the Company s General Meeting of Shareholders, as stipulated in Regulation No. IX.E.2 of the Attachment of the Decision of Bapepam Chairman LK No. Kep- 614/BL/2011 dated November 28, 2011 concerning Material Transaction and Main Business Activity Change. The Notes are not issued for parties affiliated with the Company. Proceeds resulting from the issuance of Notes that will be issued by TBG Global Pte. Ltd. will be used for investment purposes in the form of loan and capital investment in Tower Bersama Singapore Pte. Ltd., a 100% (one hundred per cent) owned subsidiary of TBG Global Pte. Ltd. Subsequently, Tower Bersama Singapore Pte. Ltd. will provide intercompany loan facility to the Company, based on number 2 letter b point 5) Regulation IX.E.1 of the Attachment of the Decision of Bapepam Chairman and LK No. KEP-412/BL/2009 dated November 25, 2009 concerning Affiliate Transaction and Conflict of Interest of Particular Transactions, this transaction is an affiliated transaction that must be mandatorily reported to OJK (Financial Service Authority) at the end of the 2 working day after the Transaction, at the latest. General Meeting of Shareholders to approve the Notes Issuance Plan will be held on May 17, 2017 at 10:00 a.m. - finish, at The Westin Hotel Jl. HR Rasuna Said Kav. C-22, This Information Disclosure is published in on April 10, 2017.

2 DESCRIPTION OF PLANNED TRANSACTION PT Tower Bersama Infrastructure Tbk. (the Company ) in 2004, carried out business activity as an Integrated Infrastructure Service Provider through its Subsidiaries. Currently the main business activity of the Company is investment or participation in its Subsidiaries. All shares of the Company have been listed in the Indonesia Stock Exchange on October 26, 2010 based on the Notice of Effectiveness from Badan Pengawas Pasar Modal dan Lembaga Keuangan (now Otoritas Jasa Keuangan) No. S-9402/BL/2010 dated October 15, In conducting its business activity, the Company makes investment and participation in Subsidiaries as follows: Subsidiaries with direct ownership: Subsidiaries Name Domicile Main Business Activity PT Telenet Internusa PT United Towerindo Infrastructure Services Provider Infrastructure Services Provider Start of Status Total Asset before elimination as of Dec 31, 2016 (in million Rp) % ownership 1999 In 264, In 452, PT Tower Bersama 2006 In 10,497, Infrastructure Services Provider PT Tower One Investment Company 2006 In 624, PT Triaka Bersama 2010 In 102, Infrastructure Services Provider PT Metric Solusi Integrasi Investment in Subsidiaries 2010 In 7,785, PT Solusi Menara Indonesia Infrastructure Services Provider 2011 In 5,814, TBG Global Pte Ltd Singapore Investment Company 2013 In 17,655, PT Menara Bersama Terpadu Infrastructure Services Provider 2013 Not in 10,

3 Subsidiaries with indirect ownership: Subsidiaries Name PT Batavia Towerindo PT Prima Media Selaras PT Bali Telekom PT Solu Sindo Kreasi Pratama PT Mitrayasa Sarana Informasi PT Towerindo Konvergensi PT Jaringan Pintar Indonesia Tower Bersama Singapore Pte.Ltd PT Selaras Karya Makmur Ownership through Subsidiaries PT United Towerindo PT Tower Bersama PT Tower One PT Metric Solusi Integrasi PT Tower Bersama dan PT Solu Sindo Kreasi Pratama PT Tower Bersama PT Tower Bersama TBG Global Pte Ltd PT United Towerindo Domicile Main Business Activity Infrastructure Services Provider Infrastructure Services Provider Infrastructure Services Provider Infrastructure Services Provider Infrastructure Services Provider Infrastructure Services Provider Infrastructure Services Provider Start of Status 2006 In 2003 In 2003 In 1999 In 2004 In 2009 In 2015 In Singaproe Investment Company 2012 In 2013 Not in Infrastructure Services Provider Total Asset before elimination as of Dec 31, 2016 (in million Rp) % Ownership 165, , , ,283, , , , ,841, Planned Transaction This Information Disclosure is submitted to the Company s Shareholders with respect to the plan of TBG Global Pte. Ltd. (hereinafter the Issuer ), which is 100% (one hundred percent) owned by the Company, plans to issue Notes with the value of as much as USD500 million (five hundred million United States Dollars) which will be secured by the Company s corporate guarantee. Proceeds resulting from the issuance of the Notes that will be issued by the Issuer will be used for investment purposes in the form of loan and capital inclusion in Tower Bersama Singapore Pte. Ltd. (hereinafter TBS ), 100% (one hundred per cent) owned by the Issuer. Subsequently, TBS will provide intercompany loan facility to the Company. The use of proceeds from the issuance of the Notes is to provide loan to TBS from TBG. Subsequently, the Planned Transaction will be carried out corresponding with the prevailing legal regulations including prevailing Capital Market regulations. 3

4 Background and Reasoning of Planned Transaction The Planned Transaction that will be carried out is a plan to obtain funding amounting to as much as USD 500 million (five hundred million United States Dollars) that will be used by the Company to settle matured debt obligations and prepay debt/loans or to finance future business expansion plan and to support Company's funding needs in general. This Planned Transaction is a transaction to obtain funding, from parties not affiliated with the company, namely global investors, through Notes issuance by the Subsidiary, which will be used by the Company to finance the Company's Subsidiary Group as well as to expand and diversify creditor base so that the Company will have more extensive access to gather funding in supporting the growth of Company's Business Group in the future. In addition, the Company can also maximize the use of the funds obtained from the Planned Transaction considering the payment of the entire principal amount of loans at the end of the Notes period without any amortization over the Notes period. Notes Coupons will be paid semi-annually, compared with monthly or quarterly interest payment under the syndicated loan facility. In addition, the fixed interest rate will reduce the cost of hedging fund compared with floating interest rates under the syndicated loan facility, thus funds will be available for future growth. Corporate Guarantee granted by the Company for the interest of holders of Notes that will be issued in the Planned Transaction as well as the intercompany loan facility granted by TBS to the Company is an integral part of the Notes issuance transaction and not a separate and stand-alone transaction. Benefit of Planned Transaction toward Company The Company has been carrying out business activities in the field of Integrated Infrastructure Service Providers through its Subsidiaries. During the development of its business the Company needs funding so as to require creditor base expansion and diversification thereby the Company has more extensive access to gather funding in supporting the growth of the Company's Business Group in the future. With respect to the aforementioned, the Company will use the funds received from intercompany loan facility granted by TBS whose fund derives from a portion of the proceeds resulting from TBG Notes issuance to pay the Company's matured principal loan and accelerate payments. In addition, with the fund received from Planned Transaction the company will also gain efficiencies from settlement of loans received by the Company and its Subsidiary Group of which conditions and requirements are not as good as those of the funding received through the Planned Transaction namely Notes issuance planned by the Company. Payment of Company s principal loans, either those of the Company s or its subsidiaries will improve the Company s liquidity considering the due dates of all the Notes to be issued by TBG will fall on the Notes end period. In addition, the Notes will also be used to finance the Company s general activities which eventually will also increase the Company s liquidity and profitability. Consideration and reasoning of transaction with affiliated party compared to those with non-affiliated party. The Planned Transaction is carried out in order to improve Company s liquidity and to support Company s funding needs in supporting the growth of its Subsidiary Group in general. Increased liquidity will be used to settle matured loans and prepay debt/loans or to finance business expansion plan in the future and to support the Company's funding needs in general. This transaction is a transaction to gather funding from global investors in order to support the development of the Company s Subsidiary Group, through the issuance of Notes by the Company s subsidiary with ownership share of 100% (one hundred per cent), the implementation of Company s Planned Transaction will expand and diversify creditor base so that the Company s access to gathering capital will increase extensively 4

5 for future growth. In addition the Company can also maximize the use of funds obtained from the Planned Transaction considering the payment of the entire amount of principal loans at the end of the Notes period does not include amortization during the Notes period. The condition cannot be obtained if the Company carried out the Planned Transaction with parties that are not affiliated with the Company, whose financial statements are not consolidated with that of the Company s. Compliance with Prevailing Capital Market Provisions The Planned Transaction to be conducted by the Company is a Material Transaction as stipulated in the Regulation No. IX.E.2 of the Attachment of the Decision of Bapepam Chairman and LK No. Kep-614/BL/2011 dated November 28, 2011 concerning Material Transaction and Main Business Activity Change (hereinafter referred to as Regulation No. IX.E.2), with regard to transaction value of USD 500,000,000 (five hundred million United States Dollars) taking into account the middle exchange rate of Bank Indonesia of March 31, 2017 of Rp 13,321 (thirteen thousand three hundred and twenty one Rupiah) or equal to Rp. 6,660,500,000,000,- (six trillion six hundred sixty billion five hundred million Rupiah), of which % (four hundred and ten point zero nine per cent) of the Company s equity value based on the Company's Financial Statement as per December 31, 2016 which have been audited by Public Accountant Tanubrata Sutanto Fahmi Bambang and Partner with unqualified opinion, as presented in its report No. 221/1.T053/JM.1/12.16 dated March 8, 2017 was recorded at Rp. 1,624,142,000,000,- (one trillion six hundred twenty four billion one hundred forty two million Rupiah), therefore, the Planned Transaction can only be conducted following the approval of the Company s General Meeting of Shareholders. The Planned Transaction involving Company s affiliated parties to be conducted in the effort to obtain funding which will be used by the Company to settle matured debt obligations and accelerate payments on loans or to finance business expansion plan in the future and to support the Company's funding needs in general, is not a transaction that has conflict of interests as stipulated in point 1 letter e Regulation No. IX.E.1 of the Attachment of the Decision of Bapepam Chairman No. Kep-412/BL/2009 dated November 25, 2009 concerning Affiliate Transaction and Conflict of Interest of Particular Transactions. The approval for the Planned Transaction will be requested in the Company s General Meeting of Shareholders which will be held at The Westin Hotel, Jl. HR Rasuna Said Kav. C-22, 12940, on May 17, 2017 at 10:00 a.m. - finish. OBJECTIVE BRIEF DESCRIPTION OF PLANNED TRANSACTION Notes issuance plan that will be secured by Corporate Guarantee provided by the Company to secure the Issuer s financial obligations, amounting to as much as USD 500,000,000 (five hundred million United States Dollars) will be secured by the Company s corporate guarantee. The Notes will only be offered in moderation to Initial Purchasers and will be announced in newspaper at the latest 2 (two) working days after the completion of the Notes issuance. Following the issuance, the Notes will be listed on Singapore Stock Exchange, the execution of the Notes purchase transaction can be done as long as it does not in conflict with or does not violate the prevailing law of states of parties that will purchase the Notes. If due to one and other circumstances the Planned Transaction cannot be listed on Singapore Stock Exchange then this Planned Transaction will automatically be null and void. The Company s consideration to issue the Notes through TBS is for creditor diversification purposes in order to obtain alternative funding with more stable interest rates. 5

6 Listing of Notes on Singapore Stock Exchange will result in market confidence in line with compliance with the listing requirements of Singapore Stock Exchange. Value Notes issuance plan that will be secured by Corporate Guarantee provided by the Company to secure the Issuer s financial obligations, amounting to as much as USD 500,000,000 (five hundred million United States Dollars), taking into account Bank Indonesia middle exchange rate of March 31, 2017 of Rp 13,321 (thirteen thousand three hundred and twenty one Rupiah) thus will equal to Rp. 6,660,500,000,000. (six trillion six hundred sixty billion five hundred million Rupiah). Thereby the Planned Transaction value of % (four hundred and ten point zero nine per cent) of the Company s equity value based on the Company's Financial Statements as per December 31, 2016 which have been audited by Tanubrata Sutanto Fahmi Bambang and Partner Public Accountant Office with unqualified opinion, as presented in its report No. 221/1.T053/JM.1/12.16 dated March 8, 2017 was recorded at Rp. 1,624,142, ,- (one trillion six hundred twenty four billion one hundred forty two million Rupiah), therefore the Planned Transaction can only be carried out after obtaining the approval from the Company s General Meeting of Shareholders. PLANNED TRANSACTION DESCRIPTION Fund flow of the Planned Transaction: 3 Company Investors and Initial Purchasers 1 8 TBG Global Pte. Ltd (100% owned by the Company) TBS (100% owned by TBG Global Pte. Ltd) Notes: 1. TBG Global Pte. Ltd. issues Notes which will be offered to Investors. 2. TBG Global Pte. Ltd. Received proceeds of the Notes from Investors. 3. The Company provides corporate guarantee to guarantee all the obligation of TBG Global Pte. Ltd. 4. TBG Global Pte. Ltd. Provides guarantee and increase its ownership in TBS. 5. TBS provides intercompany loan to the Company. 6. The Company pays interest and principal to TBS on the intercompany loan receives from TBS. 7. TBS pays dividend and interests to TBG Global Pte. Ltd. 8. TBG Global Pte. Ltd pays interest and at the end of period pays the Notes principal to Investors. 6

7 PARTIES INVOLVED IN PLANNED TRANSACTION 1. PT. Tower Bersama Infrastructure Tbk. (the Company ) The company that provides corporate guarantee to secure obligations of TBG Global Pte. Ltd. and thereby the Company will receive intercompany loan facility from Tower Bersama Singapore, Pte. Ltd. 2. TBG Global Pte. Ltd. ( Issuer or TBG ) is the party that will issue the Notes which will be offered to investors, and after receiving the proceeds of the Notes issuance will provide loans to and increase its investment in Tower Bersama Singapore, Pte. Ltd. Established on January 29, 2013 under Singapore Law, with company Registration Number K Office Address : 80 Raffles Place #51-02 UOB Plaza, Singapura Phone : Fax : Business Activity Investment Company Management Management as of this Information Disclosure date: Director : Gavin Arnold Caudle, Australia citizen Director : Tay Lenpo Douglas (Zheng Longbo Douglas), Singapore citizen Secretary : Mastura Binte Maswari, Singapore citizen Secretary : Abdul Jabbar Bin Karam Din, Singapore citizen Shareholding Shareholding of TBG as of this Information Disclosure date: Description Nominal US$ 1 per share % No. of shares Nominal Value (US$) Company 1,000,000 1,000, Financial Highlights Consolidated Statement of Financial Position December 31, (in million Rupiah) Total Assets 8,899,976 9,136,921 Total Liabilities 8,875,743 9,112,778 Total Equity 24,233 24,143 Consolidated Statement of Profit or Loss and Other Comprehensive Income Year Ended December 31, (in million Rupiah) Revenue 492, ,870 Operating Expense 443, ,987 Net Profit ,433 7

8 3. Tower Bersama Singapore Pte. Ltd. ( TBS ) TBS is the party that will receive loan and investment from TBG after TBG receives proceeds of Notes issuance. The fund will then be used for intercompany loan to the Company. Established on May 7, 2012 under Singapore Law with Company Registration Number Z. Office Address : 80 Raffles Place #51-02 UOB Plaza, Singapura Phone : Fax : Business Activity Investment Company Management Management as of this Information Disclosure date: Director : Gavin Arnold Caudle, Warga Negara Australia Director : Tay Lenpo Douglas (Zheng Longbo Douglas), Singapore citizen Secretary : Mastura Binte Maswari, Singapore citizen Secretary : Abdul Jabbar Bin Karam Din, Singapore citizen Shareholding Shareholding of TBS as of this Information Disclosure date: Description Nominal US$ 1 per share % Number of Shares Nominal Value (US$) TBG Global Pte. Ltd. 326,000, ,000, Financial Highlights Consolidated Statement of Financial Position December 31, (in million Rupiah) Total Assets 8,841,215 9,132,845 Total Liabilities 4,367,105 4,484,100 Total Equity 4,474,110 4,648,745 Consolidated Statement of Profit or Loss and Other Comprehensive Income Year Ended December 31, Revenue 492, ,863 Operating Expense 264, ,835 Net Profit 214, ,667 (in million Rupiah) 8

9 4. Initial Purchaser and Investors is the purchaser whose details will be known prior to bookbuilding, wherein the initial purchasers submit the amount to purchase and preferred index of interest, to obtain indications of the number of Notes to be issued relating to Notes offering. Initial purchaser is the party who takes the action of buying the Notes which will be issued by the Issuer and later to be sold to Investors. As of the date of this Information Disclosure, Initial Purchaser and Investors have not been determined yet, thereby a short description concerning Initial Purchasers will be announced in at least 1 (one) Indonesian-language daily newspaper with national circulation, and supporting documents will be submitted to the Financial Service Authority no later than 2 (two) working days after the issuance date of the Notes as stipulated in the letter c point 1) and the letter c point 2) of the Regulation No. IX.E Consolidated Subsidiary Group The Company s Consolidated Subsidiary Group as the Recipient of the loan is the Company s Consolidated Subsidiary Group owned directly or indirectly by the Company, consisting of PT Triaka Bersama, PT Metric Solusi Integrasi, PT Telenet Internusa, PT United Towerindo, PT Tower Bersama, PT Tower One, PT Batavia Towerindo, PT Prima Media Selaras, PT Bali Telekom, PT Solu Sindo Kreasi Pratama, PT Mitrayasa Sarana Informasi, PT Menara Bersama Terpadu, and PT Solusi Menara Indonesia. THE NATURE OF AFFILIATE RELATIONSHIP The Issuer is a subsidiary whose entire shares are owned by the Company. TBS, that will provide intercompany loan to the Company, is a subsidiary company whose entire shares are owned by the Issuer. Transactions between (i) the Company and the Issuer with respect to the granting of Company s corporate guarantee over Notes issuance, and (ii) TBS and the Company with respect to the granting of intercompany loan facility, are affiliated transactions which according to Regulation No. IX.E.1, must be reported to OJK not later than 2 (two) working days after the transaction takes place. These transactions do not have conflict of interests as have been stipulated in the Regulation No. IX. E.1. The transaction is a transaction to gather capital from global investors. The Company has decided to issue Notes through its subsidiaries whose ownership shares is 100% owned by the Company, so the Company will be able to expand and diversify creditor base thereby the Company's access to gather capital will be increasingly extensive for future growth. The Company also can maximize the use of the funds obtained from the Planned Transaction considering the payment of the entire amount of principal loans at the end of the Notes period with no amortization during the Notes period. The condition cannot be achieved if the Company carries out the Planned Transaction with parties that are not affiliated with the Company, whose Financial Statements are not consolidated with that of the Company s. DESCRIPTION OF NOTES TO BE ISSUED a. Issuer TBG Global Pte. Ltd., is the Company s consolidated subsidiary whose shares is 100% (one hundred per cent) owned by the Company. b. Guarantee Object and Value of Guarantee: The value of the Company s Corporate Guarantee is 100% (one hundred per cent) of the Issuer s financial obligations based on Notes. 9

10 Risks if guarantee is implemented: In the event of negligence/default as stipulated in the Notes, the Company will take over the Issuer s obligations over the entire amount of outstanding Notes issued by the Issuer, of which amount has material impact toward the Company s financial condition. Terms of Company s Corporate Guarantee (i) It is the obligation of the Company that is not secured by any guarantee in particular. (ii) It is the payment rights that is preferred among the entire Company's obligations that will specifically, subordinately exist. (iii) Pari passu in terms of payment rights in conjunction with the Company s preferred financial obligations however not guaranteed, either those already exists or will exist. Terms of corporate guarantee is currently in the stage of finalization by parties concerned and will be listed in the Planned Transaction document that will be signed at the same time with Notes issuance, with regard that the guarantee terms do not contain negative covenants detrimental to the interest of public shareholders. The Company will guarantee punctuality in payment of principal amount, premium and interest over the entire amount that must be paid arising under Notes. If Corporate Guarantee is implemented then the Company is obligated to take over the entire obligations adhered to the Notes issuance, which include among other payment of principal and interests which amount can have material financial impact to the Company. c. Due Date of Principal Payment Due date of principal payment is in 2025 or other period agreed by the parties. d. Interest A maximum of 8% (eight per cent) per annum with fixed interest. Determination of the maximum interest of 8% (eight per cent) is based on the prevailing interest rate in the market which is the interest cost that can still support the Company's operational activities. e. Due Date of Interest Payment Every 6 (six) months or other period agreed by the parties. f. Restrictions With respect to the Planned Transaction, the restrictions that will apply as stated in the offering memorandum issued in connection with the Notes issuance, include but not limited to the following: Making prohibited investments or other certain payments. What is meant by restrictions in making investments or certain payments are for example investing in business activities outside the main business activity of the Company and other transactions undertaken by the Company in accordance with financial covenant which will be determined at a later date; Committing in transactions with shareholders or affiliated parties, except providing intercompany loan facility from TBS to the Company; Selling or releasing Company s assets. The company is obliged to comply with restrictions and/or terms and conditions stated in the offering memorandum issued by the Issuer. In the establishment of the requirements the Company will ensure that there are no restrictions that will prevent the Planned Transaction and detrimental to the rights of public shareholders (including restrictions on dividend distribution). 10

11 Details of terms and conditions of investment restrictions or certain payments (among other mergers and acquisitions) that are prohibited are currently in the stage of finalization by the parties concerned and will be listed in the offering memorandum document which will be signed and issued at the same time with the issuance of the Notes. Investment or certain payments restrictions should not be conducted by the Company if the Company has passed financial threshold amount which will be determined at a later date. USE OF PROCEEDS Proceeds resulting from the Notes issuance will be used to settle matured debt obligations and prepay debt/loans or finance business expansion plan in the future and to support Company's funding needs in general. a. The plan to settle matured debt obligations and prepay debt/loans that have been previously received which in the Company's opinion have requirements when compared to those of Notes issuance that will be conducted by TBG, requirements of Notes issuance by TBG to be channelled through loans to Consolidated Subsidiary Group are more appropriate for the Company. As per December 31, 2016, the total debt received by the Company equals to Rp 19,107.6 billion, currently the Company's business Group receives debt as follows: Bank Loan (Facility Agreement) The Company together with its consolidated subsidiaries, signed a bank loan through a Facility Agreement on November 21, 2014 which had been renewed and restated on November 6, As per December 31, 2016, the Company together with its consolidated subsidiaries had a balance of Rp 10,144.2 billion (before it is deducted with loan costs that have not been amortized). Parties Receiving Facility Agreement Recipient of the loan consists of consolidated subsidiaries which are directly and indirectly owned by the Company namely PT Triaka Bersama, PT Metric Solusi Integrasi, PT Telenet Internusa, PT United Towerindo, PT Tower Bersama, PT Tower One, PT Batavia Towerindo, PT Prima Media Selaras, PT Bali Telekom, PT Solu Sindo Kreasi Pratama, PT Mitrayasa Sarana Informasi, PT Menara Bersama Terpadu, and PT Solusi Menara Indonesia. Parties providing Facility Agreement Arranger : PT. Bank ANZ Indonesia, the Bank of Tokyo-Mitsubishi UFJ, Ltd., PT. BNP Paribas Indonesia, CIMB Bank Berhad, Singapore Branch, Crédit Agricole Corporate and Investment Bank, DBS Bank Ltd., The Hongkong and Shanghai Banking Corporation Limited, Oversea-Chinese Banking Corporation Limited, Sumitomo Mitsui Banking Corporation, CTBC Bank Co., Ltd., Singapore and United Overseas Bank Limited Agent : United Overseas Bank Limited Long Term Bonds The balance of the Company and Consolidated Subsidiaries bonds as per December 31, 2016 before it is deducted with loan costs that have not been amortized is Rp 8,963.4 billion. US$350 million Bond On February 10, 2015, TBG, a subsidiary, issued 5.25% Unsecured Senior Notes ( 2022 Notes ) with an aggregated value of US$350,000, Notes has 5.25% interest per annum with interest payment every February 10 and August 10, starting on August 10, Notes will be due on February 10, Notes is guaranteed by the Company and cannot be bought back before 4 (four) years. US$300 million Bond On April 3, 2013, TBG, a subsidiary, issued 4.625% Unsecured Senior Notes ( 2018 Notes ) with aggregated value and balance of US$300,000, Notes has 4.625% interest per annum with interest payment every April 3 and October 3, starting from October 3, Notes will be due on 11

12 April 3, Notes is guaranteed by the Company and cannot be bought back before 3 (three) years. Rp230 billion Bond On July 1, 2016, the Company issued Continuous Rupiah Bond II Phase I Year 2016 ( TBIG Bond II Phase I ) with fixed interest rate of 9.25% per annum. The nominal of the TBIG Bond II Phase I is Rp230 billion. In the event of the Company receiving fund from the Planned Transaction amounting to a maximum of USD500 million, the fund will be used to prepay debt/loans with conditions not as good as the requirements of Notes issuance in the Planned Transaction. If there were no debt/loans to settle that have conditions that are not as good as the requirements of the Notes issuance in the Planned Transaction or the remainder of the loan prepayment mentioned above can be used to finance the Company's business expansion. b. Funding to finance business expansion plan (both organic and non-organic) including future capital expenditures and to support the Company s funding needs in general. Expansion to be carried out by the Company in general is to provide built-to-suit and collocation service scheme which includes: network planning land acquisition and permits infrastructure design and construction network installation and project management of telecommunications towers and DAS (Distributed Antenna System) network deployment and expansion program site operation and maintenance during infrastructure rental period The Company through its Consolidated Subsidiary Group will continue expansion efforts to continue maximizing Company s value and improving Company s competitive edge which eventually will provide growth and profit to the Company. To fund the business expansion, in the event the amount of fund obtained from Note Issuance is insufficient, or due to any circumstances the amount of the Notes issued does not reach maximum value, the Company will seek other financing alternatives. In terms of implementation, use of proceeds is material transaction and affiliated transaction and/or conflict of interest, the Company will comply with requirements stipulated in Regulation No. IX.E.1 and Regulation No. IX.E.2. Estimated cost to be incurred by the Company with respect to the Planned Transaction in line with costs of independent parties related in the Planned Transaction is approximately 1% (one per cent) of the Planned Transaction proceeds. Thus, after deducting expenses relating to the Planned Transaction, the net proceeds of Notes issuance to be received by the Company is approximately USD495,000,000 (four hundred ninety five million United States Dollar). 12

13 IMPACT OF PLANNED TRANSACTION ON COMPANY S FINANCIAL With the issuance of Notes by the Issuer and provision of intercompany loan facility from TBS to the Company, the Company will have extra liquidity which later will be used to settle debts that have matured or will due and to finance Company s growth in the future. Considering the Notes fixed interest rate and Notes principal amount which does not need to be paid on installments during the Notes period, it can be expected that the Company could further maximize the use of proceeds to boost profit growth which eventually will also maximize Company s value. The impact of Notes issuance toward Company s consolidated financial statement as per December 31, 2016 is as follows: The amount of Company s consolidated assets increases by Rp 6.7 trillion (28%) to Rp 30.3 trillion. The increase is primarily achieved from cash and cash equivalent increase that have increased by Rp 6.7 trillion. The cash and cash equivalent increase will be used to settle debts that have matured or will due and to expand business (both organic and non-organic) including future capital expenditures and to support Company s funding needs in the future in general. The amount of Company s consolidated liabilities increases by Rp 6.7 trillion (30%) to Rp 28.7 trillion. The increase is primarily obtained from the issuance of USD500 million worth of Notes. Note: Complete Company s Consolidated Financial Statement has been announced through the Indonesia Stock Exchange web site, Company s Web Site on March 22, INDEPENDENT PARTIES 1. Martokoesoemo Prasetyo & Partner Public Appraisal Service Office In order to meet the provisions of number 2 letter a point 2) point c) of Regulation No. IX.E.2 relating to the obligation to present Appraiser Report on qualified opinions on the Planned Transaction that contains material value, the Company has appointed Martokoesoemo Prasetyo & Partner Public Appraisal Service Office (KJPP/Kantor Jasa Penilai Publik) as independent appraiser to provide fairness opinion on the Planned Transaction. In accordance with provision number 2 letter c) point 1) of Regulation IX.E.2, the Planned Transaction which is issuance of Notes that is securities with the nature of debt, whereby purchasers of the Notes are not yet known therefore the Company will announce the Summary of Appraisal Report at the latest 2 (two) working days after the date of Notes issuance. 2. Tanubrata Sutanto Fahmi Bambang & Partner Public Account Office Independent Public Accountant Office to conduct audit based on auditing standards established by the Association of Public Accountants of Indonesia. The standards require public accountants to plan and conduct audits in order to obtain adequate confidence that the financial statements are free of material presentation mistakes. The Company has appointed Tanubrata Sutanto Fahmi Bambang & Partner Public Accountant Office (KAP/Kantor Akuntan Publik) to conduct audit and/or review the Company s financial position which will be used for the implementation of the Planned Transaction. 13

14 BOARD OF DIRECTORS AND BOARD OF COMMISSSIONERS STATEMENT 1. The Company s Board of Directors and Board of Commissioners state: a) That all information in the Disclosure of April 10, 2017, has revealed all material facts and that the information is not misleading. b) The value of Planned Transaction s Notes Issuance is as much as USD500,000,000 (five hundred million United States Dollar) taking into account Bank Indonesia s middle exchange rate on March 31, 2017 of Rp13,321 (thirteen thousand three hundred twenty one Rupiah) or equal to Rp 6,660,500,000,000 (six trillion six hundred sixty billion five hundred million Rupiah). Thus, the value of the Planned Transaction of % (four hundred ten point zero nine per cent) of the Company s equity value based on Company s Financial Statement of December 31, 2016 which has been audited by Tanubrata Sutanto Fahmi Bambang & Partner Public Accounting Office with unqualified opinions, as has been presented in its report No. 221/1/T.053/JM.1/12.16 dated March 8, 2017, was recorded at Rp 1,624,142,000,000 (one trillion six hundred twenty four billion one hundred forty two million Rupiah), therefore the Planned Transaction can only be carried out after receiving approval from the Company s General Meeting of Shareholders. c) Planned Transaction is Notes issuance wherein the purchaser parties are not yet known, therefore information on: (i) Parties purchasing Notes (ii) Summary of Independent Appraisal Report on the Fairness Opinion of the Planned Transaction (iii) Value of Notes to be issued (iv) Interest rate (v) Value of corporate guarantee to be announced in at least 1 (one) Indonesian-language daily newspaper with national circulation and the documents to be submitted to the Financial Service Authority at the latest 2 (two) working days after the Note issuance date, as stipulated in number 2 letter d and g of Regulation No. IX.E Furthermore the Company s Board of Directors state that: a) The Planned Transaction does not have Conflict of Interests as stipulated in Regulation No. IX.E.1 considering that the Planned Transaction is implemented to gather capital from global investors. Notes issuance through subsidiary company with 100% (one hundred per cent) ownership by the Company and whose financial statement is consolidated in that of the Company s. With the implementation of Planned Transaction, the Company can expand and diversify creditor base so that the Company s access to gather capital will be increasingly extensive for future growth. The interest rate will be determined in accordance with prevailing interest rate in the market, at a maximum of 8% (eight per cent) per annum. In addition, the loan interest rate charged by TBS to the Company will not be lower than interest rate charged by TBG to TBS. b) The Planned Transaction involving affiliated parties of which TBG Global Pte. Ltd. is the Company s subsidiary whose shares is 100% owned by the Company. Proceeds resulting from the issuance of Notes to be issued by TBG Global Pte. Ltd. will be used for investment purposes in the form of loan facility and investment in Tower Bersama Singapore Pte. Ltd., a subsidiary whose shares is 100% (one hundred per cent) owned by TBG Global Pte. Ltd. Subsequently, TBS will provide intercompany loan facility to the Company, based on number 2 letter b point 5) of Regulation No.IX.E.1 of the Attachment of the Decision of Bapepam Chairman and LK No. Kep-412/BL/2009 dated November 25, 2009 concerning Affiliate Transaction and Particular Conflict of Interests, this transaction is an affiliated transaction that must be obligatorily reported to OJK at the latest 2 (two) working days after the Transaction takes place. c) Notes issuance or Notes are not issued for affiliated parties. d) The implementation of transfer of use of proceeds resulting from Notes issuance from TBG to TBS and from TBS to the Company will comply with prevailing regulations in capital market. 14

15 e) There are no restrictions that apply and to be implemented to the Company and its Subsidiaries on agreements to be signed which will be detrimental to public shareholders rights and interests. f) Use of proceeds from the Notes issuance is loan provision from TBG to TBS and subsequently intercompany loan provision from TBS to the Company which will be carried out in compliance with prevailing legal regulations including those prevailing in Capital Market. g) There are no particular conditions or negative covenants that will be detrimental to the interest of Public Shareholders including dividend distribution in either agreements or transactions made by the Company and its Subsidiaries with other parties. h) Until recently there are no objections from certain parties in line with the Planned Transaction including asset guarantee plan and/or Company s Subsidiaries shares to third parties. GENERAL MEETING OF SHAREHOLDERS Approval of Planned Transaction will be requested at the Annual General Meeting of Shareholders ( AGMS ) which is to be held by the Company on: Day, Date : Wednesday, May 17, 2017 Time Venue : 10:00 WIB : The Westin Hotel, Medan Room, Jl. HR. Rasuna Said Kav C-22, The agenda to be approved with respect to the Planned Transaction are: Approval for issuance plan of bonds in United States Dollars to be published by the Company s consolidated subsidiary which is secured by the Company s corporate guarantee, through offering to investors outside the territory of the Republic of Indonesia, is a material transaction based on the Regulation of the Financial Service Authority (formerly Bapepam) No. IX.E.2 of the Attachment of the Decision of Bapepam Chairman& LK No. KEP 614/BL/2011 dated November 28, 2011 concerning Material Transaction and Main Business Activity Change. AGMS to be held with reference to the provisions of the Corporate s Article of Association, Regulation No. IX.E.2, Financial Service Authority Regulation No. 32/POJK.04/2014 dated December 8, 2014 concerning Planning and Implementation of General Meeting of Shareholders or Public Company, therefore, the agenda with regard to Notes issuance plan with a value that surpasses 50% (fifty per cent) of the Company s total net worth which is secured by corporate guarantee, GMS can be held to discuss the agenda if the GMS is attended by shareholders representing a minimum of 3/4 ( three quarter) of the total number of shares with valid voting rights. GMS decision with respect to the agenda is valid if approved by more than 3/4 (three quarter) of all shares with valid voting rights attending the GMS. In the event of AGMS quorum for the agenda is not achieved, a second GMS could be held providing the second GMS is valid, therefore in accordance with article 28 letter (c) a Second GMS could be held providing the Second GMS is valid and entitled to make decisions if the GMS is attended by shareholders representing at least 2/3 (two third) of the entire number of shares with valid voting rights. The second decision is valid if approved by at least ¾ (three quarter) of the entire shares with voting rights attending the GMS. In the event attendance quorum of the second GMS as stipulated in the letter c is not achieved, a third GMS can be held providing the third GMS is valid and entitled to make decisions if attended by shareholders of shares with valid voting rights according to attendance and decision quorums stipulated by the Financial Service Authority upon request of Public Company. Based on number 2 letter g and number 5 letter b of Regulation No. IX.E.2, concerning Material Transaction that has been approved by the General Meeting of Shareholders but has not been implemented within a period of 12 (twelve) months from the date of approval of the General Meeting of Shareholders, the Material Transaction can only be carried out after obtaining another approval of the General Meeting of Shareholders. 15

16 In the event the Material Planned Transaction does not obtain the approval of the General Meeting of Shareholders, the plan can only be proposed again 12 (twelve) months after the General Meeting of Shareholders. ADDITIONAL INFORMATION For shareholder who needs additional information, please contact the Company during office hour at: PT. TOWER BERSAMA INFRASTRUCTURE Tbk. Corporate Secretary Kantor Pusat: The Convergence Indonesia 11th Floor Kawasan Rasuna Epicentrum Jl. H.R. Rasuna Said Selatan 12940, Indonesia Telp Fax Website: 16