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NOTICE TO THE
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PERUSAHAAN PERSEROAN (PERSERO)
PT TELEKOMUNIKASI INDONESIA Tbk
FINANCIAL YEAR 2022
Tel.46/PR 000/DCI-M0200000/2023
The proposed transaction is IndiHome Business Segment Spin Off which is categorized as pemisahan tidak murni (partial spin-off) (“Spin Off”) from the Company to PT Telekomunikasi Seluler (“Telkomsel”) and transaction related to Spin Off (“Proposed Transaction”), in which Telkomsel is a controlled entity of the Company through the Company’s 65% (sixty five percent) shares ownership in Telkomsel, as well as a few related transactions that will be carried out by the Company and Telkomsel to support the operational activities of IndiHome Business Segment after the Spin-Off of IndiHome Business Segment. The value of the Proposed Transaction consist of the valuation of IndiHome Business Segment that is agreed at for the first year of IDR495,971,226,790, and the estimated contract value of Transition Service Agreement-2 (TSA-2) of IDR489,264,960,646. All these Proposed Transaction values are estimated to be greater than 50% (fifty percent) of the Company’s equity based on the Company’s Audited Consolidated Financial Statement as of December 31, 2022. The Proposed Transaction has fulfilled all the elements of a Material Transaction that contains Affiliated Transaction, therefore, the Proposed Transaction for the IndiHome Business Segment Spin Off to Telkomsel requires approval from Independent Shareholders of the Company.
Further information regarding the proposed transaction for the IndiHome Business Segment Spin Off to Telkomsel can be accessed through our Disclosure of Information dated April 6, 2023, that has been published in accordance to POJK 17/2020 through this link https://telkom.co.id/sites/about-telkom/id_ID/page/ir-informasi-kepada-investor-166.
Approval of Company's Proposed Business Spin Off, for the fulfillment of Law No. 40 of 2007 on Limited Liability Companies as lastly amended by Law No. 6 of 2023 on the Stipulation of Government Regulation in lieu of Law No. 2 of 2022 on Job Creation as Law.
Explanation:
The Sixth Agenda is held pursuant to Article 127 Company Law which stipulates that the legal action of business spin off requires approval from the Meeting, with due observance to the provision of: (i) Article 89 of Company Law; (ii) Article 25 paragraph (6) of the Company’s Articles of Association; and (iii) Article 43 of POJK 15/2020. The business spin off carried out by the Company is to spin off the IndiHome Business Segment which results in the Company's assets and liabilities in connection with the IndiHome Business Segment being transferred to Telkomsel based on the Conditional Spin off Agreement as agreed by the Company and Telkomsel. This business spin off is a non-pure spin off as referred to in Article 135 paragraph (1) letter b and paragraph (3) of the Company Law.
Further information regarding the proposed transaction for the IndiHome Business Segment Spin Off to Telkomsel can be accessed through our Disclosure of Information dated April 6, 2023, that has been published in accordance to the POJK 17/2020 through this link https://telkom.co.id/sites/about-telkom/id_ID/page/ir-informasi-kepada-investor-166.
Approval of Special Assignment to the Company by the President of the Republic of Indonesia.
Explanation:
The Seventh Agenda is held pursuant to: (i) Article 66 paragraph (5) juncto Article 66 paragraph (1) SOE Law; (ii) Article 65 paragraph (5) Government Regulation Number 45 of 2005 on State Owned Enterprise Establishment, Management, Supervisions and Dissolution as lastly amended by Government Regulation Number 23 of 2022; (iii) Article 2 paragraph (1) of Presidential Regulation No. 17 of 2023 on Acceleration of Digital Transformation on Government’s Procurement for Goods/Services; and (iv) Article 3 paragraph (4) of MSOE Regulation 1/2023, which stipulate that special assignments to SOEs require approval from the General Meeting of Shareholders, with due observance to the provision of: (i) Article 25 paragraph (1) of the Company’s Articles of Association; and (ii) Article 41 paragraph (1) of POJK 15/2020.