EGMS Report 27 February 2015

The Board of Directors of PT Tower Bersama Infrastructure Tbk., domiciled in South Jakarta (hereinafter referred to as “the Company”) hereby announces the Summary of the Minutes of Meeting of the Company’s Extraordinary General Meeting of Shareholders  (“EGMS”) that was held on December 22, 2014 at the Ballroom of the Hotel Ritz Carlton, Mega Kuningan,  which was subsequently suspended and reconvened on January 8, 2015 at the Ballroom of the Hotel Ritz Carlton and subsequently suspended once again and reconvened on Friday, February 27, 2015 at Ballroom 3 of the Hotel Le Meridien in Jl. Jenderal Sudirman Kaveling 18-20, Central Jakarta.  This Summary of the Minutes of the EGMS is announced in compliance with Article 34 of the Financial Services Authority (OJK) Regulation No. 32/POJK.04/2014 dated December 8, 2014 regarding Planning and Implementing a Publicly-Listed Company’s General Meeting of Shareholders (hereinafter referred to as “POJK No.32”).

The EGMS that was held on February 27, 2015 was attended by members of the Company’s Board of Directors and Board of Commissioners as follows:

Board of Commissioners

Board of Directors

President Commissioner         : Edwin Soeryadjaya

 

Independent Commissioner    : Mustofa; and

 

Independent Commissioner    : Herry Tjahjana

 

President Director        : Herman Setya Budi

 

Vice President Director  : Hardi Wijaya Liong

 

Director                     : Budianto Purwahjo

 

Director                     : Helmy Yusman Santoso; and

 

Independent Director    : Gusandi Sjamsudin

The Company’s shareholders that attended represented 4,094,322,424 shares or 86.78% of all issued and fully paid-in shares in the Company.

Procedures of the Meeting

-   The Meeting was chaired by Edwin Soeryadjaya in his capacity as the President Commissioner duly appointed by the Board of the Commissioners Meeting dated December 22, 2014 and is therefore in accordance with that stipulated in POJK No. 32;

-  The shareholders were granted, during the course of the discussions for each agenda of the EGMS, the opportunity to submit questions in accordance with the agenda of the Meeting being discussed;

-  Resolution was conducted verbally through a show of hands and submission of shareholder voting card that reflected their choice to abstain, disagree and agree.

 

Details of the resolutions of the EGMS’ agenda are as follows:

EGMS Agenda 1

Agreement on plans to issue new shares of the Company without Preemptive Rights amounting to 479,652,619 new shares or 10% of the Company’s issued and fully paid-in capital, as stipulated within Bapepam and LK Regulation No. IX.D.4 regarding Capital Increase without Preemptive Rights, within the context of the settlement of the share acquisition transaction of PT Dayamitra Telekomunikasi (“Mitratel”).

Number of Shareholders that forwarded questions

There were no Shareholders that forwarded a question

Decision-making Mechanism

Voting

Results of the Vote

Agree

Abstain

Disagree

3,735,357,079 shares

(91.23)% of those in attendance

30,906,746 shares

(0.75)% of those in attendance

328,058,599 shares

(8.01)% of those in attendance

EGMS Background and Decision

The Company has received, in relation with the transaction plan to exchange 100% (one hundred percent) of Mitratel’s shares, Mitratel’s Business (Equity) Assessment Report as prepared by KJPP MPR with Report No. APP-B/KJPP-MPR/2015/II/20/001 dated February 20, 2015.

The Fair Market Value for 100% (one hundred percent) of Mitratel’s Equity, based on the  December 31, 2014 Cut-Off Date, amounts to Rp 6,569,663,946,463.- (six trillion five hundred sixty-nine billion six hundred sixty-three million nine hundred forty-six thousand four hundred sixty-three Rupiah) that will be exchanged with  762,500,000 (seven hundred sixty-two million five hundred thousand) shares, therefore, the average price of the Company’s shares amounts to Rp 8,615.- (eight thousand six hundred fifteen Rupiah).

In regards to these matters, the Meeting agreed to issue 479,652,619 (four hundred seventy-nine million six hundred fifty-two thousand six hundred nineteen) shares or 10% (ten percent) of the Company’s entire issued or fully paid-in shares with a nominal value of Rp.100.- (one hundred Rupiah) per share without Pre-emptive Rights with the following provisions:

a. If Stage I and Stage II of the First Tranche of the exchange is implemented within the same date, then  an estimated 479,652,619 (four hundred seventy-nine million six hundred fifty-two thousand six hundred nineteen) shares, or 10% (ten percent) of the Company’s entire issued and fully paid-in shares, shall be issued valued at Rp.4,696,186,731,573.- (four trillion six hundred ninety-six billion one hundred eighty-six million seven hundred thirty-one thousand five hundred seventy-three Rupiah) amounting to Rp.9,971.- (nine thousand nine hundred seventy-one Rupiah) per share.

 

Note:

If Stage I and Stage II of the First Tranche of the Share Swap are simultaneously implemented, therefore, by taking into account the value of the transfer of treasury shares that will utilize the price of 1 (one) day prior to the date of the handover, therefore, the calculation for the average price for the issued shares without Pre-emptive Rights will be adjusted based on the value of 78.50% of Mitratel’s shares.

b. If the share swap carried out between the Company and Telkom is not implemented simultaneously for Stage 1 and Stage 2 of the First Tranche,  therefore the shares to be issued without Pre-emptive Rights 1 shall only be 290,000,000 (two hundred ninety million) shares to be exchanged with 49% (forty-nine percent) of Mitratel’s shares valued at Rp. 3,219,135,333,767.- (three trillion two hundred nineteen billion one hundred thirty-five million three hundred thirty-three thousand seven hundred sixty-seven Rupiah). As a result, the exchange price shall be Rp.11,100.- (eleven thousand one hundred Rupiah) per share.

 

c. Extend the authority and power, with the rights of substitution, to each of the Company’s Directors or any party duly granted the authority and power by the Company’s Director to conduct each and every action necessary to implement the above-mentioned resolutions without any exception and in adherence to the prevailing rules and regulation.

 

EGMS Agenda 2

Approval to turn over 53,294,736 treasury shares in line with the acquisition of PT Dayamitra Telekomunikasi’s shares at a price similar to that of the issuance price of the non pre-emptive rights shares.

Number of Shareholders that Forwarded Questions

 

There were no Shareholders that forwarded a question

Decision-making Mechanism

Voting

Results of the Vote

Agree

Abstain

Disagree

3,735,357,079 shares

(91.23)% of those in attendance

30,906,746  shares

(0.75)% of those in attendance

328,058,599 shares

(8.01)% of those in attendance

EGMS Resolution

a. Approve plan to turn over 53,294,736 treasury shares as part of the transactional settlement for the acquisition of PT Dayamitra Telekomunikasi’s shares at a price in accordance with that prescribed within Regulation No. XI.B.2.; and 

 
b. Delegate the authority and power with the right of substitution to each of the Company’s Directors or any party duly authorized and empowered by the Board of Directors to carry out every and all action needed to implement the plan to turn over 53,294,736 treasury shares, without exception, and in accordance with the prevailing rules and regulations. 

 

 

EGMS Agenda 3

Amendments to Article 4 paragraph 2 of the Company’s Articles of Association relating to the issuance of new shares without Pre-Emptive Rights, specifically increasing issued and fully paid in capital.

Number of Shareholders that Forwarded Questions

 

There were no Shareholders that forwarded a question

Decision-making Mechanism

Voting

Results of the Vote

Agree

Abstain

Disagree

3,649,713,758 shares

(89.14)% of those in attendance

108,881,446 shares

(2.65)% of those in attendance

335,727,220 shares

(8.19)% of those in attendance

EGMS Resolution

Approved amendments to Article 4 paragraph 2 of the Company’s Articles of Association relating to the issuance of new shares without Pre-Emptive Rights, specifically by increasing issued and fully paid in capital upon completion of the decision of Agenda I and Agenda II.

 

EGMS Agenda 4

Authorize the Company’s Board of Commissioners to adjust the Company’s issued and fully paid-in capital upon issuance of the Company’s new shares without Pre-emptive Rights.

Number of Shareholders That Forwarded Questions

 

There were no Shareholders that forwarded a question

Decision-making Mechanism

Voting

Results of the Vote

Agree

Abstain

Disagree

 

3,731,163,179 shares

(91.13)% of those in attendance

 

27,946,746  shares

(0.68)% of those in attendance

335,212,499 shares

(8.18)% of those in attendance

EGMS resolution

Approves to delegate and authorize the Company’s Board of Commissioners to carry out all actions necessary pertaining to the issuance of new shares without Pre-emptive Rights including, but not limited to, appearing in the presence of authorized officials including appearing before a Public Notary, obtaining the approval from and/or notifying to and/or registering with the Ministry of Law and Human Rights of the Republic of Indonesia, to amend or supplement words within the Articles of Association if deemed necessary and/or proposed by authorized parties and to take and carry out every and all actions deemed necessary to implement this Meeting’s resolutions, without any exception, by observing the prevailing rules and regulations.

Jakarta, March 3, 2015

PT Tower bersama infrastructure Tbk.

THe Board of directors