PT. TOWER BERSAMA INFRASTRUCTURE Tbk. ( Company )

Transcription

1 INFO RMAT ION DI SCLO SURE In compliance with Regulation No. IX.E.1 concerning Transaction with Affiliated Parties and Conflict of Interest on Particular Transactions and Financial Service Authority Regulation No. 31/POJK.04/2015 concerning Disclosure of Material Information or Facts by Issuer or Public Company The Boad of Commissioners and Directors of the Company, either individually or jointly, take full responsibility for the accuracy and completeness of all information or material facts contained in this Information Disclosure and confirm that to the best knowledge of the Company, there is no relevant and important facts that are not put forward that can cause the information or material fact in this information to be incorrect and/or misleading. PT. TOWER BERSAMA INFRASTRUCTURE Tbk. ( Company ) Business Activities: Integrated Infrastructure Services Provider through its Subsidiaries Currently the main business activity of the Company is investment or participation in its Subsidiaries. Located in South, Indonesia Head Office: The Convergence Indonesia, 11 th Fl. Kawasan Rasuna Epicentrum Jl. HR. Rasuna Said South 12940, Indonesia Tel Fax corporate.secretary@tower-bersama.com Website: Information Disclosure regarding the provision of Cross Guarantee from the Company Subsidiary Group to Bank Consortium in connection with: 1. The extension of tenor of the Unsecured Revolving Credit Facility B of USD300,000,000 (three hundred million United States Dollars) from previously up to June 2018 to June The new loan facility of USD200,000,000 (two hundred million United States Dollars) with the same provisions with those of the Unsecured Revolving Credit Facility B with the same tenor until June The loan facility that has been and will be received by the Company Subsidiary Group, considering the Company s ownership in several controlled companies does not reach 99% (ninety-nine percent), the transaction of the provision of guarantee with equal proportion (pari passu) to be performed among the Company Subsidiary Group is an Affiliated Transaction as stipulated in Regulation No. IX.E.1. This Information Disclosure is published in on April 6, 2017

2 I. CORPORATE INFORMATION A. General PT Tower Bersama Infrastructure Tbk ( Company ), domiciled in South, was established under the Notarial Deed No. 14 dated November 8, 2004, drawn up before Dewi Himijati Tandika, S.H., Notary in, which was approved by the Minister of Law and Human Rights of the Republic of Indonesia in his Decree No. C HT TH.2004 dated November 12, The Company s Articles of Association has been amended several times, most recently by the Notary Deed No. 211 dated October 24, 2016, drawn up before Jose Dimas Satria, SH. M. Kn., Notary in the Administrative City of South, with regard to the meeting resolution on the amendment of the Company s Articles of Association. The amendment of the Articles of Association was approved by the Director General of Public Law Administration of the Ministry of Law and Human Rights of the Republic of Indonesia as specified in the Decree No. AHU AH TAHUN 2016 dated November 22, Based on Article 3 of the Company s Articles of Association, the business activity of the Company is among others to carry out business in telecommunications supporting service sector including Base Transceiver Station (BTS) tower rental and management service, consulting service in telecommunications installations, and investments or participation in other companies. The Company started its business in Currently, the Company s main business activity is investment or participation in its subsidiaries. Information of Subsidiaries with Direct and Indirect Ownership Subsidiaries with direct ownership: Subsidiaries Name PT Telenet Internusa PT United Towerindo PT Tower Bersama Domicile Main Business Activity Infrastructure Services Provider 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, In 10,497, PT Tower One Investment Company 2006 In 624, PT Triaka 2010 In 102, Bersama Infrastructure Services PT Metric Solusi Integrasi PT Solusi Menara Indonesia TBG Global Pte Ltd PT Menara Bersama Terpadu Provider Investment in Subsidiaries 2010 In 7,785, Infrastructure Services Provider 2011 In 5,814, Singapore Investment Company 2013 In 17,655, 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 Start of Operatio n Status 2006 In 2003 In 2003 In 1999 In 2004 In 2009 In 2015 In Services Provider Singaproe Investment Company 2012 In Infrastructure Services Provider 2013 Not in Total Asset before elimination as of Dec 31, 2016 (in million Rp) % Ownership 165, , , ,283, , , , ,841,

4 B. Capital Structure and Shareholders Composition Based on the Company s Shareholders Register compiled by the Share Registrar, PT Datindo Entrycom, the Company's ownership structure as of March 31, 2017 is as follows: DESCRIPTION NUMBER OF SHARES NOMINAL AMOUNT Rp.100,- Per Share Authorized Capital 14,420,120,000 1,442,012,000,000 - Issued and Fully Paid-in Capital: 1 PT Wahana Anugerah Sejahtera 2 PT Provident Capital Indonesia 3 Direksi dan Dewan Komisaris - Edwin Soeryadjaya - Winato Kartono - Herman Setya Budi - Hardi Wijaya Liong - Budianto Purwahjo - Helmy Yusman Santoso - Gusandi Sjamsudin 1,331,959,398 1,156,552,106 14,296,366 27,343, ,000 13,671,981 1,005, , , ,195,939, ,655,210,600 1,429,636,600 2,734,396,300 72,500,000 1,367,198, ,500,000 62,500,000 39,000, Public - Ownership more than 5% JPMCC-SPO PARTNERS II, LP 313,567,243 31,356,724, Ownership less than 5% 1,587,037, ,703,743, Total 4,447,173, ,717,348, Treasury Shares 84,226,400 8,422,640,000 - Total Issued and Fully Paid-in Capital 4,531,399, ,139,988,900 - Shares in Portfolio 9,888,720, ,872,011,100 - % C. Board of Commissioners and Directors of the Company Based on the Deed of Meeting Resolution No. 54 dated May 27, 2015, drawn up before Jose Dima Satria, S.H., M.Kn., Notary in South, which has been reported to Menkumham as specified in the Corporate Data Change receipt of notice No. AHU-AH dated June 18, 2015 and registered in the Corporate Register of Menkumham under No. AHU AH TAHUN 2015 dated June 18, 2015, the members of the Company s Board of Commissioners and Directors on the date of this Information Disclosure are as follows: Board of Commissioners President Commissioner : Edwin Soeryadjaya Commissioner : Winato Kartono Independent Commissioner : Drs. H. Mustofa Ak.* ) Independent Commissioner : Herry Tjahjana Independent Commissioner : Wahyuni Bahar 3

5 Board of Directors President Director Vice President Director Director Director Independent Director : Herman Setya Budi : Hardi Wijaya Liong : Budianto Purwahjo : Helmy Yusman Santoso : Gusandi Sjamsudin *) Based on Article 18 paragraph 10 of the Company s Articles of Association, the term of office of a member of the Board of Commissioners shall expire if the member is deceased. On December 25, 2016, Drs. H. Mustofa Ak., Independent Commissioner of the Company passed away, therefore his term as Commissioner expired on that date. D. Corporate Secretary On July 9, 2010 based on the Director s Decree No. 157/TBG-TBI-001/FAL/01/VII/2010 dated July 8, 2010, the Company had appointed a Corporate Secretary and on the date of this Information Disclosure, the Corporate Secretary is: Name Office Address : Helmy Yusman Santoso : The Convergence Indonesia, 11 th Fl. Kawasan Rasuna Epicentrum Jl. H.R. Rasuna Said South 12940, Indonesia Tel. No. : Fax No. : corporate.secretary@tower-bersama.com E. Audit Committee The Company has established an Audit Committee pursuant to the Regulation No. IX.I.5, of the Attachment of the Decision of Bapepam - LK Chairman No. Kep-643/BL/2012 dated December 7, 2012 concerning the Establishment and Development Guidelines for Internal Audit Committee as specified in the Circular Decree of the Board of Commissioners dated February 9, 2017, the members of the Audit Committee on the date of this Information Disclosure are as follows: Chairman : Wahyuni Bahar Member : Aria Kanaka Member : Ignatius Andy F. Internal Audit Charter Pursuant to the OJK Regulation No. 56/POJK.04/2015 dated Desember 29, 2015 concerning the Establishment and Development Guidelines of Internal Audit Charter, the Company has had Internal Audit Charter dated January 10, 2011 and appointed Supriatno Arham as Head of Internal Audit Unit based on the Director s Decree No. 954/TBG-SKP-00/HOS/03/XII/2014 dated May 7,

6 G. Summary of Financial Statement The Company s consolidated financial statements for the year ending December 31, 2016 has been audited by Public Accountant Firm ( KAP ) Tanubrata Sutanto Fahmi Bambang & Rekan as stated in their report No. 221/1.T053/JM.1/12.16 dated March 8, 2017 with fair opinion, in all material respects related to the consolidated financial position, financial performance and cash flows for the year then ended, in accordance with Indonesian Financial Accounting Standards. Summary of the consolidated financial statement of the Company for the year ended December 31, 2016 and 2015 are as follows: STATEMENT OF FINANCIAL POSITION 31 DECEMBER 2016 (AUDIT) (in million Rupiah, unless specified otherwise) 31 DECEMBER 2015 (AUDIT) Assets Current assets 1,960,672 2,605,510 Non-current assets 21,659,596 20,194,161 Total Assets 23,620,268 22,799,671 Liabilities and Equity Short-term liabilities 2,899,952 1,914,539 Long-term liabilities 19,096,174 19,294,336 Total liabilities 21,996,126 21,208,875 Equity 1,624,142 1,590,796 Total Liabilities and Equity 23,620,268 22,799,671 5

7 (in million Rupiah, unless specified otherwise) STATEMENT OF PROFIT OF LOSS PERIODE 12 (DUA BELAS) BULAN YANG BERAKHIR PADA TANGGAL 31 DESEMBER (AUDIT) Revenue 3,711,174 3,421,177 Cost of Revenue 417, ,910 Gross Profit 3,293,509 2,972,267 Operating Expenses 315, ,423 Income from s 2,977,908 2,660,844 Other Income (Charges) (1,613,957) (1,571,647) Profit Before Income Tax 1,363,951 1,089,197 Income Tax Benefits (Expenses) (62,558) 355,830 Net Profit for the Current Year 1,301,393 1,445,027 Net profit attributable to : - Equity holder of the parent company - Non-controlling interest Total Total comprehensive income attributable to : - Equity holder of the parent company - Non-controlling interest Total Basic Earnings Per Share Attributable to the Equity Holder of Parent Company (Full Amount) 1,290,357 11,036 1,301,393 1,522,392 7,665 1,530,057 1,429,903 15,124 1,445, ,381 22, ,

8 II. INFORMATION ON CROSS GUARANTEE PROVISION FROM THE COMPANY SUBSIDIARY GROUP TO THE BANK CONSORTIUM IN RELATION WITH LOAN FACILITY RECEIVED BY THE COMPANY SUBSIDIARY GROUP The Company currently conducts business activity through its subsidiaries, owned both directly and indirectly, is leasing space for antennas and other equipment for wireless signal transmission at tower sites under long-term lease agreements with telecommunications operators. In addition, other service offered is providing telecommunications operators access to Repeater and In-Building-System ( IBS ) networks so that it can cover telecommunications system networks in high-rise buildings in urban areas. As of December 31, 2016, the Company s business group has 20,486 tenants in 12,610 telecommunications sites comprising of 12,539 towers and 71 In-Building System (IBS) networks with 6 different telecommunications operators and 2 WiMax providers. The Company rents out space for tower and shelter-only sites under long-term rental agreement with approximately 10 (ten) years period, and access to the Company s IBS networks under long-term rental agreement with approximately 5 to 8 years period. The Company s vision is to be the leading telecommunications infrastructure solution and services company, the company shall partner with telecommunications operators to enable them to excel in their services through quality infrastructure. Therefore, the company shall continuously focus on maintaining the quality of service by providing good facilities and timely services with reliable infrastructure to answer the demands for build-to-suit telecommunications sites, collocation rentals which continue to grow over time that could be seen in the growth of income which in 2016 was recorded at Rp 3,711.2 billion, increasing by 8.48% from Rp 3,421.2 billion in Description of the Loan Facility Received by the Company s Subsidiaries In order to support its development plan including acquisitions and repayment of matured loan or loan with terms and conditions no better than the USD1,300,000,000 (one billion three hundred million United States Dollars) Loan Facility which was received by the Company s Subsidiaries which was signed on November 21, 2014, comprised of 2 (two) facilities: 1. USD Unsecured Term and Revolving Credit Facilities Based on the USD Unsecured Term and Revolving Credit Facilities For Certain Subsidiaries of PT. Tower Bersama Infrastructure Tbk. Agreement that was signed on November 21, 2014 between the Company Subsidiary Group and the Bank Consortium that comprised of: - The Bank of Tokyo-Mitsubishi UFJ, Ltd; - Credit Agricole Corporation and Investment Bank; - CIMB Bank Berhad, Singapore Branch; - DBS Bank Ltd; - The Hongkong and Shanghai Banking Corporation Limited; - The Hongkong and Shanghai Banking Corporation Limited, Branch; - Oversea-Chinese Banking Corporation Limited; - PT Bank ANZ Indonesia; - PT Bank BNP Paribas Indonesia; - PT Bank UOB Indonesia: - Sumitomo Mitsui Banking Corporation, Singapore branch; - United Overseas Bank Limited. As such the Facilities received by the Company s Subsidiaries and secured by cross guarantee are as follows: 7

9 (i) (ii) (iii) (iv) Facility A - Term Loan Facility of USD400,000,000 (four hundred million United States Dollars) which has been fully withdrawn by the Subsidiaries and bears interest of Libor % per annum for onshore lenders and Libor % per annum offshore lenders. This Facility A will mature in January The balance as of December 31, 2016 was USD400,000,000 (four hundred million United States Dollars). Facility B Revolving Credit Facility of USD300,000,000 (three hundred million United States Dollars) with interest of Libor % per annum for onshore lenders and Libor % per annum for offshore lenders. This Facility B will mature in June The balance as of December 31, 2016 was USD80,000,000 (eighty million United States Dollars). Facility C - Revolving Credit Facility of USD300,000,000 (three hundred million United States Dollars) that had been fully settled on November 16, 2015, and had interest of Libor % per annum for onshore lenders and Libor % per annum for offhshore lenders. The balance as of December 31, 2016 was zero. Facility D - Revolving Credit Facility of USD275,000,000 (two hundred seventy-five million United States Dollars) with interest of Libor % per annum for onshore lenders and Libor % per annum for offshore lenders. This Facility D will mature in June The balance as of December 31, 2016 was USD275,000,000 (two hundred seventy-five million United States Dollars). In the above-mentioned Loan Facility Agreements, the Subsidiaries are obliged to comply with the following covenants, among others, as follows: a. Net senior leverage of subsidiaries/ annualized adjusted EBITDA ratio shall not exceed 5 times; b. Minimum top-tier revenue ratio of 50.00%. 2. USD Unsecured Revolving Credit Facilities Certain subsidiaries of the Company on November 21, 2014 signed the USD300,000,000 Unsecured Revolving Credit Facilities For Certain Subsidiary of PT. Tower Bersama Infrastructure Tbk. agreement which was signed by Certain Subsidiaries of the Company and the Bank Consortium on November 21, 2014, for which the Company s Subsidiaries provided cross guarantee. Prior to the settlement, the facility had interest of Libor % per annum for onshore lenders and Libor % per annum for offshore lenders. The loan facility had been fully settled on February 11, 2015 therefore, the balance of this Facility as of December 31, 2016 was zero. The Agreement was cancelled in April Description of Company Subsidiary Group Receiving Loan Collectively from Bank Corsortium The following is the description of Company s Subsidiaries with direct or indirect ownership that are the loan receipent (hereinafter to be referred to as Company Subsidiary Group ), 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 Solusi Menara Indonesia, PT Menara Bersama Terpadu (hereinafter collectively referred to as Company Subsidiary Group ). Participants in the Subsidiary Group could be added at a later date by Company s subsidiaries having business activities in telecommunications infrastructure. Description of Bank Consortium Providing Loans to Company Subsidiary Group Participants of the Bank Consortium that provide loan facility to the Company Subsidiary Group are: - Oversea-Chinese Banking Corporation Limited; - PT Bank UOB Indonesia; - The Bank of Tokyo Mitsubishi UFJ, Ltd., Branch; - PT Bank CIMB Niaga Tbk; - DBS Bank Ltd; - The Hongkong and Shanghai Banking Corporation Limited, ; 8

10 - CIMB Bank Berhad, Singapore Branch; - PT Bank ANZ Indonesia; - PT Bank BNP Paribas Indonesia; - PT Bank DBS Indonesia. As Security Agent: United Overseas Bank Limited Address : 156 Cecil Street, #05-00, Far Eastern Banking Building, Singapore Phone : (65) / Fax : (65) Linda HO Siew Hui (Linda.HoSH@UOBgroup.com) / Carol Woon (Carol.WoonNW@UOBgroup.com) The extension of the tenor of Unsecured Revolving Credit Facility B of USD300,000,000 (three hundred million United States Dollars) from previously up to June 2018 to June 2022 As mentioned above the USD300,000,000 (three hundred million United States Dollars) Unsecured Revolving Credit Facility B has interest of Libor % per annum for onshore leners and Libor +1.75% per annum for offshore lenders. This Facility B will mature in June The balance as of December 31, 2016 was USD80,000,000 (eighty million United States Dollars). On March 17, 2017 an Amendment and Waiver Letter was signed for the extension of the tenor of the Unsecured Revolving Credit Facility B of USD300,000,000 (three hundred million United States Dollars) which was initially supposed to end in June 2018, is now extended to June 2022 with the same terms and conditions. New loan facility of USD200,000,000 (two hundred million United States Dollars) with the same terms and conditions as those of the Unsecured Revolving Credit Facility B for the period ending June On March 30, 2017 the Company signed an Unsecured Revolving Credit Facility of USD200,000,000 (two hundred million United States Dollars) with interest of Libor % per annum for onshore lenders and Libor % per annum for offshore lenders. This Loan Facility will mature in June The Facility can be utilized by the Company Subsidiary Group at a minimum amount of USD5,000,000 (five million United States Dollars) and the Facility received by the Company s subsidiaries is secured by the Company Subsidiary Group s cross guarantee. Description of Corporate Guarantee Provision from the Company Subsidiary Group to the Bank Consortium In relation to the extension and provision of loan facility agreement that had been signed by the Company Subsidiary Group on March 30, 2017, the Company Subsidiary Group had signed the Corporate Guarantee and Indemnity Agreement on April 4, 2017 with the Bank Consortium to provide corporate guarantee to the Bank Consortium over the use of loan facility by one of the company in this Company Subsidiary Group. Requirements of cross guarantee: 1) The Company Subsidiary Group (hereinafter referred to as Guarantor ) shall provide corporate guarantee, either collectively or separately, unconditionally and irrevocably, provide guarantee, as a form of continuing liability on matured and timely payments of Guaranteed Obligations in currency or currency related with the matured payable and timely and compliance performance by the Guarantor over the entire remaining obligations as contained in the cross guarantee agreement. 2) The guarantee is a continuing guarantee and shall remain fully in effect until the entire Guaranteed Obligations has been fully paid. 9

11 3) In the event of participant addition to the Company Subsidiary Group as Additional Debtor and/or Additional Guarantor therefore the party concerned shall become part of the Guarantor. 4) The Guarantor is required to immediately notify the United Overseas Bank Limited that acts as Agent, regarding the following matters: a. The occurence of default condition; b. The occurence of litigation, arbitration or administrative proceeding that causes threat to the Guarantor or property and assets of the Guarantor that causes material adverse impact, thereby the Guarantor is required to take necessary preventive measures; c. Further information regarding financial condition, business and operation of the Guarantor; d. The occurrence of claims, litigations, investigations, notifications or other communications received in relation with actual or alleged infringements or liabilities in accordance with the Environment Law which if substantiated may result in material loss; e. The occurrence of change in authorities to sign; f. The change in share ownership or owner or control (directly or indirectly) over the Company; g. The Guarantor shall ensure that it shall not make substantial changes in its business activities without written approval of the Agent; h. The Guarantor shall ensure its liability in the Corporate Guarantee is included in pari passu over all of the other unsecured obligations owned by the Guarantor; i. The Guarantor shall not make or provide loan or cash advance or guarantee or bear the loan or liabilities of other party directly or indicrectly, unless required by or allowed in or in accordance with this Corporate Guarantee or the new Facility Agreement of USD200,000,000 or which may be required in its business activities; j. The Guarantor shall not create or allow any Guarantee over its assets; and k. The Guarantor shall not sell, transfer, or in any other way dispose any of its assets except for or can be rented to or reacquired by members of the Company Subsidiary Group. Based on the above, the Corporate Guarante and Indemnity Agreement requires all Subsidiaries in the Company Subsidiary Group to bear either jointly or individually, existing loan obligations including interests as well as penalties (in the event of late payment). Implicitly, Subsidiaries that have not provided positive contribution will be the burden of the other Subsidiaries collectively. Another condition is that if the Company s ownership is less than 99% (ninety-nine percent), therefore indirectly the Company shall assume the obligations of the ownership portion of the other shareholders. Considering the Company s ownership in several controlled companies does not reach 99% (ninety-nine percent), therefore the transaction of guarantee with equal proportion (pari passu) to be conducted between the Company Subsidiary Group and each of the Company s Subsidiaries using the loan facility provided by the Bank Consortium, is an Affiliated Transaction as stipulated in Regulation No. IX.E.1 of the Attachment of the Decision of Bapepam and LK Chairman No. Kep-412/BL/2009 dated November 25, 2009 concerning Affiliated Transaction and Conflict of Interest on Certain Transactions (hereinafter reffered to as Regulation No. IX.E.1 ). Consideration and Reasons of Provision of Cross Guarantee which is an Affiliated Transaction 1. The extension of the USD300,000,000 (three hundred million United States Dollars) loan Facility provided by the Bank Consortium to the Company Subsidiary Group of as well as the new loan facility of USD200,000,000 (two hundred million United States Dollars) have better terms and conditions than those of the existing loan facility, in terms of tenor and interest rate requirements. 2. Provision of Cross Guarantee stipulated by the Bank Consortium, will allow each participant of the Company Subsidiary Group to obtain better terms and conditions compared with those conducted individually. 3. Therefore the Cross Guarantee in the framework of loan facility provision from the Bank Consortium shall provide efficiency and ease to all participants of the Company Subsidiary Group to immediately obtain funding to support the development of their businesses or settle matured debts. 10

12 Background, Consideration and Reasons of Cross Guarantee among Affiliated Parties Compared with Those of Similar Transactions with Unaffiliated Parties The financial statements of all participants of the Company Subsidiary Group that signed the loan facility extension agreement of USD300,000,000 (three hundred million United States Dollars) and the new loan facility agreement of USD200,000,000 (two hundred million United States Dollars) are consolidated with that of the Company s, the Company maintains control over each of the participant of the Company Subsidiary Group. The loan facility with Cross Guarantee provides better terms and conditions compared to those conducted individually, and the result shall deliver benefits and efficiency that could be seen in the Company s Consolidated Financial Statement. If the Cross Guarantee transaction is performed with unaffiliated parties, the benefits may not be achieved and their financial statements will not be consolidated with that of the Company s. Management Discussion and Analysis on the Impact of Cross Guarantee in the Framework of Funding through Loan Facility from Bank Consortium The provision of cross guarantee in the framework of funding through loan facility from the Bank Consortium does not give any impacts to the Company s consolidated financial statement of December 31, 2016 because the cross guarantee provision liability is still in the nature of contingency. NATURE OF AFFILIATE RELATIONSHIP Participants of the Company Subsidiary Group that sign Loan Facility Agreement and Cross Guarantee agreement, are subsidiaries directly or indirectly 99% (ninety-nine percent) or more owned by the Company, except: 1. PT Tower Bersama ( TB ), Company Ownership is 98.00% (ninety-eight percent) and the remainder is owned by PT Provident Capital Indonesia, which is the majority shareholder of the Company. 2. PT Batavia Towerindo ( BT ), Company Ownership is 89.90% (eighty-nine point nine percent) and 10.00% (ten percent) is owned by shareholders not affiliated with the Company s Principal Shareholder, Members of the Board of Directors and Board of Commissioners or parties affiliated with them and the remaining 0.10% is owned by PT Tower Bersama. Therefore, the provision of Cross Guarantee is an Affiliated Transaction, as stipulated in the Regulation No. IX.E.1 of the Attachment of the Decision of Bapepam LK Chairman No. Kep-412/BL/2009 dated November 25, 2009 concerning Affiliated Transaction and Conflict of Interest on Certain Transactions. Whereas the Affiliate relationship in terms of Management: - Winato Kartono, Commissioner of the Company who is also Commissioner of PT Tower One, PT Solu Sindo Kreasi Pratama, PT Mitrayasa Sarana Informasi and President Commissioner of PT Solusi Menara Indonesia. - Herman Setya Budi, President Director of the Company who is also the Commissioner of PT Bali Telekom, PT Tower Bersama, PT Triaka Bersama, PT Selaras Karya Makmur and President Director of PT Solu Sindo Kreasi Pratama, PT Mitrayasa Sarana Informasi and President Director of PT Tower One, PT Metric Solusi Integrasi, PT Menara Bersama Terpadu, PT Solusi Menara Indonesia and Director of PT Prima Media Selaras. - Hardi Wijaya Liong, Vice President Director of the Company, who is also the President Commissioner of PT Mitrayasa Sarana Informasi, President Commissioner of PT Selaras Karya Makmur and Commissioner of PT Telenet Internusa, PT Solu Sindo Kreasi Pratama, PT Metric Solusi Integrasi, PT Menara Bersama Terpadu. - Budianto Purwahjo, Director of the Company, who is also the President Commissioner of PT Tower One and Commissioner of PT United Towerindo, PT Batavia Towerindo, and President Director of PT Telenet Internusa, PT Selaras Karya Makmur, and Director of PT Triaka Bersama, PT Tower Bersama, PT Bali Telekom. 11

13 - Helmy Yusman Santoso, Director of the Company who is also the Commissioner of PT Prima Media Selaras, and President Director of PT Bali Telekom and Director of PT United Towerindo, PT Batavia Towerindo, PT Solu Sindo Kreasi Pratama, PT Metric Solusi Integrasi, PT Mitrayasa Sarana Informasi, PT Solusi Menara Indonesia, PT Menara Bersama Terpadu, PT Selaras Karya Makmur and PT Jaringan Pintar Indonesia. With respect to the above-mentioned matter, the Company has appointed independent Public Appraisal Service Firm Martokoesoemo Prasetyo & Partner to prepare fairness opinion report on the proposed transaction, with Fairness Opinion Report Ref. No: APP-B/KJPP-MPR/2017/III/30/001 dated March 30, 2017 in which the Transaction of Cross Guarantee Provision performed by the Company Subsidiary Group to the Bank Consortium is declared Fair to be performed. The Company s equity as of December 31, 2016 which has been audited by Public Accountant Firm (KAP) Tanubrata Sutanto Fahmi Bambang & Partner No. 221/1.T053/JM.1/12.16 dated March 8, 2017, was Rp1,624,142,000,000 (one trillion six hundred twenty-four billion one hundred fourty-two million Rupiah). Therefore, the Transaction s total value, using Bank Indonesia middle exchange rate of December 31, 2016 of Rp13,436 (thirteen thousand four hundred thirty-six Rupiah), is equal to Rp 6,718,000,000,000 (six trillion seven hundred eightteen billion Rupiah) which is more than 50% of the Company s equity book value of December 31, 2016 or % (four hundred sixteen point sixty-three percent). The guaranteed value over the facility received by the Company Subsidiary Group based on Corporate Guarantee and Indemnity Agreement is material, however, in accordance with provision point 3 letter a number 4) of the Regulation IX.E.2 of the Attachment of the Decree of Bapepam - LK Chairman 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 ) it is stipulated that Company shall provide guarantee to bank, capital venture company, finance company, or infrastructure financing company both domestic and foreign over the loan received directly by the Company or Controlled Company. Therefore, the guarantee given for the facility received by the Company Subsidiary Group based on the Corporate Guarantee and Indemnity Agreement is exempted from the provisions of Material Transaction stipulated in the Regulation No. IX.E.2. In order to comply with provision number 3 letter b of Regulation IX.E.2, this Information Disclosure is an information as stipulated in POJK No. 31/POJK.04/2015 in lieu of Bapepam and LK Regulation No. X.K.1. 12

14 III SUMMARY OF INDEPENDENT OPINION The Company has appointed Independent Party Public Appraisal Service Firm Martokoesoemo Prasetyo & Partner as Independent Appraiser to provide Fairness Opinion over the Cross Guarantee provision to the Bank Consortium regarding the term extension of Facility B Loan Facility and the New Loan Facility received by the Company Subsidiary Group. The complete identity of Independent Party is as follows: Name : Public Appraisal Service Firm Martokoesoemo Prasetyo & Partner Business License No. : KMK Office Address : Jalan Hang Lekir II No. 12, Kebayoran Baru, Tel. : Fax. : anggun@mpr.co.id Website : SUMMARY OF FAIRNESS OPINION ON CROSS GUARANTEE PROVISION TO THE BANK CONSORTIUM REGARDING TERM EXTENSION OF FACILITY B LOAN FACILITY AND NEW LOAN FACILITY RECEIVED BY THE COMPANY SUBSIDIARY GROUP As stipulated in the Regulation No. IX.E.1, to ensure Fairness of Transaction to be performed by PT Tower Bersama Infrastructure Tbk ( Company ), the Company has requested Independent Appraiser, Public Appraisal Firm Martokoesoemo, Prasetyo & Partner ( KJPP-MPR ), independent appraiser registered in the OJK, to provide Fairness Opinion on the Transaction, as presented in the Fairness Opinion Report Ref. No.: APP- B/KJPP-MPR/2017/III/30/001 dated March 30, 2017 regarding Fairness Opinion of Independent Appraiser on the Proposed Transaction of Cross Guarantee Provision by the Company Subsidiary Group regarding Term Extension of Facility B Loan Facility of USD300,000,000 or equivalent to Rp 4,030,800,000,000 and New Additional Loan Facility of USD200,000,000 or equivalent to Rp 2,687,200,000, Identity of Parties Involved Assignor : PT. Tower Bersama Infastructure Tbk. Line of Business : supporting services comprising of Base Transceiver Station (BTS) tower rental service, telecommunications consulting service, building management and rental service and construction consulting service. Address : The Convergence Indonesia, 11 th Fl. Kawasan Rasuna Epicentrum Jl. H.R. Rasuna Said South 12940, Indonesia Tel. : Fax. : corporate.secretary@tower-bersama.com 2. Object of Appraisal Cross Guarantee provided by the Company Subsidiary Group, in relation with tenor extension of Facility B Loan Facility of USD300,000,000 or equivalent to Rp 4,030,800,000 and New Loan Facility of USD200,000,000 or equivalent to Rp 2,687,200,000,000 (using Bank Indonesia s middle exchange rate of December 31, 2016 of Rp 13,436) received by the Company Subsidiary Group from the Bank Consortium. 13

15 3. Nature of Proposed Transaction The nature of the Proposed Transaction to be performed by the Company comprises of Affiliated Transaction, as stipulated in Bapepam - LK Regulation No. IX.E.1, and Material Transaction, as stipulated in Bapepam - LK Regulation No. IX.E.2. A. Affiliated Transaction and Conflict of Interest The following is the explanation of the Proposed Transaction that contains elements of Affiliation and Conflict of Interest. Participants of the Company Subsidiary Group that sign loan facility agreement and Cross Guarantee agreement are Subsidiaries that, directly or indirectly, 99% or more owned by the Company except: 1. PT Tower Bersama with Company ownership of 98.00%% (ninety-eight percent) and the remaining 2.00% (two percent) is owned by PT Provident Capital Indonesia, which is the Company s majority shareholder. 2. PT Batavia Towerindo with Company ownership of 89.90% (eighty-nine point nine percent), 10.00% (ten percent) is owned by shareholders not affiliated with the Company s major shareholder, members of Board of Directors and Commissioners or parties affiliated with them, and the remaining 0.10% (zero point one percent) is owned by PT Tower Bersama. Therefore, the provision of Cross Guarantee is an Affiliated Transaction as stipulated in Regulation No. IX.E.1 of the Attachment of the Decision of Bapepam - LK Chairman No. Kep-412/BL/2009 dated November 25, 2009 concerning Affiliated Transaction and Conflict of Interest on Certain Transactions. Whereas Affiliate relationship in terms of Management: Winato Kartono, Commissioner of the Company, who is also the Commissioner of PT Tower One, PT Solu Sindo Kreasi Pratama, PT Mitrayasa Sarana Informasi and President Commissioner of PT Solusi Menara Indonesia. Herman Setya Budi, President Director of the Company, who is also the Commissioner of PT Bali Telekom, PT Tower Bersama, PT Triaka Bersama, PT Selaras Karya Makmur and President Director of PT Solu Sindo Kreasi Pratama, PT Mitrayasa Sarana Informasi as well as the President Director of PT Tower One, PT Metric Solusi Integrasi, PT Menara Bersama Terpadu, PT Solusi Menara Indonesia and Director of PT Prima Media Selaras. Hardi Wijaya Liong, Vice President Director of the Company, who is also the President Commissioner of PT Mitrayasa Sarana Informasi, President Commissioner of PT Selaras Karya Makmur and Commissioner of PT Telenet Internusa, PT Solu Sindo Kreasi Pratama, PT Metric Solusi Integrasi and PT Menara Bersama Terpadu. Budianto Purwahjo, Director of the Company, who is also the President Commissioner of PT Tower One and Commissioner of PT United Towerindo, PT Batavia Towerindo and President Director of PT Telenet Internusa, PT Selaras Karya Makmur and Director of PT Triaka Bersama, PT Tower Bersama and PT Bali Telekom. Helmy Yusman Santoso, Director of the Company who is also the Commissioner of PT Prima Media Selaras and President Director of PT Bali Telekom, and Director of PT United Towerindo, PT Batavia Towerindo, PT Solu Sindo Kreasi Pratama, PT Metric Solusi Integrasi, PT Mitrayasa Sarana Informasi, PT Solusi Menara Indonesia, PT Menara Bersama Terpadu, PT Selaras Karya Makmur and PT Jaringan Pintar Indonesia. In this case, the Company management has stated in writing through Management Letter No. 147/TBG-TBI-00/FIN/05/III/2017 dated March 24, 2017 that the Proposed Transaction to be performed by the Company is an Affiliated Transaction, however, the Proposed Transaction is believed not to have any Conflict of Interest element, as stipulated in Regulation No. IX.E.1. 14

16 B. Material Transaction and Main Business Activity Change The Company s equity as of December 31, 2016, which has been audited by Public Accountant Firm (KAP) Tanubrata Sutanto Fahmi Bambang & Partner No. 221/1.T053/JM.1/12.16 dated March 8, 2017, was Rp 1,624,142, (one trillion six hundred twenty-four billion one hundred fourty-two million Rupiah). Therefore, the Transaction s total value, using Bank Indonesia s middle exchange rate of December 31, 2016, of Rp 13,436, is Rp 6,718,000,000,000, is more than 50% of the Company s Equity Book Value on the date of Appraisal or %. However, corresponding to point 3 and 4 of the Regulation IX.E.2 of the Attachment of the Decision of Bapepam - LK Chairman No. Kep-614/BL/2011 dated November 28, 2011 concerning Material Transaction and Main Business Activity Change, it is stated that loan received from the Bank and the Guarantee delivered to the Bank are material transactions that are exempted. 4. Date of Appraisal December 31, Purpose of Appraisal To provide fairness opinion on the Proposed Transaction pursuant to Regulation IX.E.1 6. Depth Rate of Investigation The approach applied with regard to the Proposed Transaction, taking into account the fairness of the Proposed Transaction include the following reviews: - Analysis of the Proposed Transaction to Company s financial; - Identification of relationship among parties in the Proposed Transaction; - Analysis of agreements and terms agreed; - Analysis of liquidity of the Proposed Transaction; - Analysis of benefits and risks; - Qualitative analysis; - Quantitative analysis; - Feasibility analysis of fund usage plan. A. Methodology of Proposed Transaction Assessment Fairness analysis on the Company s Proposed Transaction covers several aspects as the methodology for the preparation of fairness opinion, are among others: 1) Analysis of the Proposed Transaction, which involves identification and relationship among transacting parties, agreements and terms agreed in the transactions and assessment of risks and benefits of the Proposed Transaction; 2) Qualitative and quantitative analysis which include Company history and nature of business, industry and environmental analysis, operational and prospects of the Company analysis, reasons for transaction, qualitative gains and losses based on the transaction to be performed. It also includes quantitative analysis of historical performance assessment, cash flow assessment, financial projections assessment, financial ratio analysis and analysis of financial statements prior to the transaction and financial statements pro forma after the transaction is performed. In the quantitative analysis, an incremental analysis such as value-added contribution to the company as a result of the proposed transaction was also conducted, including the impact on the Company s financial projections, and sensitivity analysis to measure the advantages and disadvantages of the transaction to be performed; 3) Analysis of the transaction s value is included in the incremental analysis; 15

17 4) Analysis of relevant factors such as analysis of relevant costs and revenues, relevant nonfinancial information, decision-making procedures of the Company in determining the transaction plan and value by observing other alternatives. B. Limitation in Appraisal With regard to the purpose of the assignment, KJPP MPR did not carry out the following activities: 1) Analysis on hedging in relation with Facility B and New Loan Facility, due to their transactional nature by different periods and amount depending on market conditions after the new loan facility is withdrawn. However, the Company management has had operational standards with regard to hedging; 2) Complete review of the Company and its Subsidiaries, but only a limited review relating to the objective of the assignment, including clarification on the validity of ownership documents of assets and receivables, and the possibility of receivables or off-balance sheet accounts in the financial statements of the Company and its Subsidiaries; 3) Assessment of Properties owned by the Company; 4) Assessment of business (Equity) of the Company; 5) Business and financial feasibility study; 6) Tax impact analysis. 7. Assumptions and Specific Assumptions A. General Assumption 1. There is no extraordinary events, in terms of macroeconomics or industry, which in the future may affect the Company and its Subsidiaries business and business plan and budgetary; 2. All of the data and information obtained from the Company s management is correct and can be accounted for; 3. KJPP MPR does not perform field inspection to the Company s operational location, in relation with the Proposed Transaction. B. Specific Assumption There is no specific assumption applied in the scope of analysis. 8. Conclusion The scope of analysis in the preparation of the Fair Opinion Report, includes: Analysis of the overall Proposed Transaction; Qualitative analysis; Quantitative analysis; Analysis of the fairness of the Proposed Transaction. The appraiser concludes that the Proposed Transaction to be performed by the Company is Fair. 16

18 IV. STATEMENT OF THE COMPANY BOARD OF COMMISSIONERS AND DIRECTORS 1. Information Disclosure submitted to the OJK and announced through IDX website on April 6, 2017 is complete and corresponds to the provisions of the Regulation No. IX.E.1 of the Attachment of the Decision of Bapepam LK Chairman No. Kep-412/BL/2009 dated November 25, 2009 concerning Affiliated Transaction and Conflict of Interest on Certain Transactions. 2. After careful and thorough review, we believe that all information or material facts necessary for investors to make decisions with regard to the Transaction, and all information and statements in this Information Disclosure are correct and not misleading. 3. The Transaction does not contain conflict of interest as stipulated in the Regulation No. IX.E.1 of the Attachment of the Decision of Bapepam LK Chairman No. Kep-412/BL/2009 dated November 25, 2009 concerning Affiliated Transaction and Conflict of Interest on Certain Transactions. 4. The Company s equity as of December 31, 2016, which has been audited by Public Accountant Firm (KAP) Tanubrata Sutanto Fahmi & Partner No. 221/1.T053/JM.1/12.16 dated March 8, 2017, was Rp.1,624,142,000,000,- (one trillion six hundred twenty-four billion one hundred fourty-two million Rupiah). Therefore, the total value of the Transaction, using Bank Indonesia s middle exchange rate of December 31, 2016 of Rp 13,436,- (thirteen thousand four hundred thirty-six Rupiah), is Rp. 6,718,000,000,000 (six trillion seven hundred eighteen billion Rupiah) which is more than 50% of the Company s equity book value of December 31, 2016 or % (four hundred thirteen point sixty-three percent). Pursuant to provision number 3) and 4) of Regulation No. IX.E.2 of the Attachment of the Decision of Bapepam - LK Chairman No. Kep-614/BL/2011 dated November 28, 2011 concerning Material Transaction and Main Business Activity Change, the loan facility received from the Bank Consortium as well as the Cross Guarantee provided to the Bank Consortium are material transactions that are exempted. 17

19 V. ADDITIONAL INFORMATION Additional information can be obtained during office hours from: Corporate Secretary PT. TOWER BERSAMA INFRASTUCTURE Tbk. The Convergence Indonesia 11 th Fl Kawasan Rasuna Epicentrum Jl. H.R. Rasuna Said Selatan 12940, Indonesia Telp Fax