6-K 1 u00298e6vk.htm PT TELEKOMUNIKASI INDONESIA PT TELEKOMUNIKASI INDONESIA
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13 a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of                          July                          , 20 09
Perusahaan Perseroan (Persero)
PT TELEKOMUNIKASI INDONESIA
 
(Translation of registrant’s name into English)
Jalan Japati No. 1 Bandung-40133 INDONESIA
 
(Address of principal executive office)
[Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.]
Form 20-F þ            Form 40-F o
[Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934]
Yes o            No þ
[If “yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-   ]
Enclosure: 2007 Annual Report of Perusahaan Perseroan (Persero) PT TELEKOMUNIKASI INDONESIA
 
 

 


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SIGNATURES
DISCLOSURE OF INFORMATION ON AFFILIATE TRANSACTION
INTRODUCTION
INFORMATION ON AFFILIATE TRANSACTION
SUMMARY OF INDEPENDENT APPRAISER
STATEMENT OF BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS
OTHER INFORMATION


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned, thereunto duly authorized.
         
    Perusahaan Perseroan (Persero)
PT TELEKOMUNIKASI INDONESIA
 
 
       
       
    (Registrant)  
 
       
Date                      July 6, 2009                     
  By   /s/ Heri Supriadi  
 
       
      (Signature)  
       
Heri Supriadi
 
      VP Investor Relations/ Corporate Secretary  

 


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DISCLOSURE OF INFORMATION ON AFFILIATE TRANSACTION
WITH RESPECT TO THE ACQUISITIONS CONDUCTED BY THE COMPANY ON 49%
SHARES OF PT INFOMEDIA NUSANTARA OWNED BY PT ELNUSA TBK THROUGH ITS
SUBSIDIARY PT MULTIMEDIA NUSANTARA
(TELKOM LOGO)
PERUSAHAAN PERSEROAN (PERSERO)
PT TELEKOMUNIKASI INDONESIA Tbk.
Domiciled in Bandung Indonesia
Business Line:
Engaged in Information and Telecommunications
Network and Service Operator
     
Head Office
Jl. Japati No. 1 Bandung 40133
Telephone +62 (022) 452 1108, 452 7252
Fax +62 (022) 720 3247
  Office of Investor Relations
Grha Citra Caraka 5th Floor
Jl. Gatot Subroto Kav.52 Jakarta 12710
Telephone +62 (021) 521 5109
Fax +62 (021) 522 0500
This Disclosure of Information contains information on transactions to be performed by the Company with affiliated parties as regulated in Regulation IX.E.1 on Affiliate Transaction and Conflicts of Interest of Certain Transactions, Attachment to Decision of Chairman of Bapepam and LK No. Kep-521/BL/2008 dated 12th December 2008 (“Regulation IX.E.1”).
This Information is issued in Bandung on 2nd July 2009
INTRODUCTION
This information as intended in this announcement is made with respect to the acquisition conducted by the Company on 49% shares of PT Infomedia Nusantara (“Infomedia”) owned by PT Elnusa Tbk. (“Elnusa”) through its subsidiary, PT Multimedia Nusantara (“Metra”) with the total value of Rp.598,000,000,000.00 (hereinafter referred to as “Transaction”), in which the party as the buyer is Metra, which has been appointed by the Company to exercise the rights of first refusal on the shares owned by the Company in Infomedia, because the Company is also a shareholder of Infomedia at 51% of the total subscribed capital and paid-up capital in Infomedia.

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Elnusa as well as Metra are affiliated parties to the Company so that the Transaction is an Affiliate Transaction so that they are required to comply with the provisions as regulated in Regulation No.IX.E.1.
In order to execute the Transaction, the Company has appointed PT Actual Kencana Appraisal (“AKA”) to be an independent appraiser registered with Bapepam-LK assigned to conduct appraisal of the price of Infomedia’s shares to be sold in the Shareholders’ interest and to give opinion on the fairness of the Transaction value.
INFORMATION ON AFFILIATE TRANSACTION
A.   General
In reference to the Shares Sale and Purchase Certificate No.25 dated June 30, 2009 drawn up before Sjaad De Carya Siregar, S.H., Notary in Jakarta,, the Company purchase the entire shares owned by Elnusa in Infomedia of 205,800,000 shares constituting 49% of the entire issued shares and fully paid-up in Infomedia. Metra is to be the party to execute Company’s right to receive the rights of first refusal on the shares in Infomedia owned and to be sold by Elnusa.
The signing of the shares Sale and Purchase Agreement (“SPA”) between Metra and Elnusa is a follow-up of the Conditional Sales and Purchase Agreement (CSPA) signed on May 29 2009 and Waiver of the Prescribed Conditions set forth Under the CSPA dated June 30, 2009.
Metra is a limited liability company established based on the law of the Republic of Indonesia and domiciled in Jakarta, in which 99.9% shares of the total shares issued and paid-up by Metra are owned by the Company. As a company having 99.9% of its shares owned by the Company, Metra has been appointed by the Company based on Letter No.06/UM000/COP-C0023000/2009/Rhs dated 27th May 2009 regarding Re-confirmation of Appointment of Metra to be the buyer of Infomedia’s shares in the framework of exercise of rights of first refusal of the Company to exercise the Company’s right based on Infomedia’s articles of association, to receive the rights of first refusal on Elnusa’s entire shares in Infomedia sold by Elnusa.
B.   Reason and Background of Transaction
Infomedia is a company operating telecommunication information service and other information services, i.e. services of gathering, making, processing, presenting and distributing of data and information in the form of electronic, printed goods, audio, visual and their development. Principally, Infomedia has three main business pillars, namely directory service focusing on publication of directory, call center service focusing on providing inbound and outbound call center service and content service focusing on development and marketing of database owned by Infomedia. The target of this long-term service is to be a national information center.

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The Infomedia shareholders are the Company at 51% and Elnusa at 49%. The business held by Infomedia is mostly from the Company and its Group. For the last five years, Infomedia has recorded a net profit and has been able to consistently give dividends to the shareholders. Based on Infomedia’s financial history for the last five years, the dividends distributed to the shareholders in the average are 60% of Infomedia’s net profit.
C.   Objective and Benefits in Making the Transaction
Viewed from the business activity aspect, the transaction will give benefits to the Company, among others:
1.   Most of Infomedia’s income is obtained from the Company Group, hence the execution of the transaction will increase efficiency to the Company as the charges / expenses incurred by the Company will be refunded in the form of dividends and consolidation of financial statements.
 
2.   The synergic measures of the business between Infomedia and the Company could be easily realized, since Infomedia’s entire shares are indirectly owned by the Company.
 
3.   Infomedia has several products, among others yellow pages (directory), contact center and content, and the three business pillars are highly required by the Company to support its business.
 
4.   Increasing the income of Metra and the Company.
D.   Transaction Consideration
Infomedia has quite good prospect, particularly from the point of call center service focusing on the provision of inbound and outbound call center service and content service focusing on development and marketing of database owned by Infomedia. This condition causes the Company to conduct corporate action in the form of acquisition of 49% shares of Infomedia owned by Elnusa through Metra, a subsidiary of the Company.
E.   Transaction Object and Value
The object in this Transaction is 205,800,000 shares of Infomedia at the par value of Rp.500 per share constituting 49% of the total shares issued and fully paid-up in Infomedia at the total transaction value of Rp.598,000,000,000.
F.   Brief Explanation on Infomedia SPA
With respect to the Transaction, Elnusa and Metra signed a Certificate Shares Sales and Purchase Certificate No.25 on June 30, 2009 drawn up before Sjaad De Carya Siregar, S.H., Notary in Jakarta, in which the transfer of ownership of Elnusa’s shares in Infomedia to Metra become effective
Below are the points of understanding between the parties articulated in Infomedia SPA:

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1.
  Seller   :   Elnusa
 
           
2.
  Buyer   :   Metra as the company having 99.9% of its shares owned by the Company and has been appointed by the Company to execute the purchase of Infomedia’s shares sold by Elnusa.
 
           
3.
  Shares Sold   :   two hundred and five million eight hundred thousand (205,800,000) shares at the par value of five hundred Rupiah (IDR 500.-) in Infomedia as forty-nine percent (49%) of the total issued capital and paid-up capital of Elnusa in Infomedia.
 
           
4.
  Selling Price   :   five hundred and ninety-eight billion Rupiah (IDR 598.000.000.000).
G.   Nature of Transaction with the Affiliated Party
The elements of affiliate transaction in the Transaction are shown from the shares ownership as described in the diagram below:
(DIAGRAM)

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Note:   The State Minister of State-Owned Enterprises in this case represents the Republic of Indonesia as the ultimate shareholder of Elnusa and Telkom/Metra.
From the element of shares ownership, it is shown that Elnusa or the Company/Metra is controlled by the same shareholder, namely the Republic of Indonesia, in this matter represented by the State Minister of State-Owned Enterprises. In addition, in the Transaction, there is also the affiliation in the management structure of the company, as described in the following table:
             
Name of Management            
Members   TELKOM   METRA   Infomedia
Tanri Abeng
  President Commissioner        
Bobby A.A Nazief
  Commissioner        
Mahmuddin Yasin
  Commissioner        
Arif Arryman
  Independent Commissioner        
Petrus Sartono
  Independent Commissioner        
Rinaldi Firmansyah
  President Director        
Sudiro Asno
  Director        
Ermady Dahlan
  Director        
Arief Yahya
  Director        
I Nyoman Gede Wiryanata
  Director        
Prasetio
  Director        
Indra Utoyo
  Director   President Commissioner    
Faisal Syam
  Director       Commissioner
Freddy Triani
      Commissioner    
Heri Supriadi
      Commissioner    
Herfini Haryono
      Commissioner    
Alex J Sinaga
      President Director    
Rinaldi Buchari
      Director    
Ibnu Sulaiman
      Director    
Hary John
      Director    
Hendri S. Suardi
          President Commissioner
Tjatur Purwadi
          Commissioner
Heru samodra
          Commissioner
Agina Siti Fatimah
          President Director
Marihot BS Sibarani
          Director
Hafif Mulyadi
          Director
Baskoro
          Director
Angger Pramunditto
          Director
 
Note:
TELKOM = PT Telekomunikasi Indonesia, Tbk

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Metra = PT Multimedia Nusantara
Infomedia = PT Infomedia Nusantara
The above table shows that Faisal Syam as the Company’s Director also holds the position as Commissioner in Infomedia.
I.   Information on Parties Having Transaction
1.   Information on the Company
 
    Below is a brief information on the Company as a party holding the rights of first refusal on the sale of the entire shares owned by Elnusa in Infomedia, and further it appoints Metra to execute the purchase of Infomedia’s entire shares sold by Elnusa.
  1.1   Company’s Brief History
 
      The Company was originally a part of “Post en Telegraafdienst” established in 1884 based on Decision of the Governor General of the East Indies No.7 dated 27th March 1884 and announced in the State Gazette of the East Indies No.52 dated 3rd April 1884.
 
      In 1991, based on Government Regulation No.25/1991, the Company’s status was altered to a limited liability company owned by the state (Persero).
 
      The Company was established based on Deed No.128 dated 24th September 1991, drawn up before Imas Fatimah, S.H., Notary in Jakarta, approved by the Minister of Justice of the Republic of Indonesia under Decree No.C2-6870.HT.01.01.Th.1991 dated 19th November 1991 and announced in State Gazette of the Republic of Indonesia No.5 dated 17th January 1992, Supplement No.210. The Company’s Articles of Association have been amended several times, and the latest amendment is stated in Deed of Statement of Resolution of Annual General Meeting of Shareholders of “Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk.” No.27 dated 15th July 2008, drawn up before DR. Amrul Partomuan Pohan, S.H., LL.M., Notary in Jakarta, and the approval for the amendment to the articles of association was approved by the Minister of Law and Human Rights of the Republic of Indonesia based on Letter No.AHU-46312.A.H.01.02-Th.2008 dated 31st July 2008 and announced in the State Gazette of the Republic Indonesia No.84 dated October 17, 2008, Supplement No.20155.
 
  1.2   Capital Structure and Shares Ownership
 
      Based on the Company’s DPS presented by PT Datindo Entrycom as of 28th February 2009, the Company’s capital structure and shares ownership are as follows:

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            Percentage   Total Paid-
Name of Shareholders   Total Shares   of Ownership   up Capital
Dwiwarna ‘A’ Government Share
    1       0       0  
‘B’ Government Share
    10,320,470,711       52.47       2,580,118  
JPMCB US Resident (Norbax Inc.)
    1,259,769,651       6.40       314,942  
The Bank of New York Mellon Corporation
    2,042,622,016       10.39       510,656  
Directors: Ermady Dahlan
Indra Utoyo
    17,604       0       4  
 
    5,508       0       1  
Public (respectively below 5%)
    6,046,539,289       30.74       1,511,635  
Total
    19,669,424,780       100.00       4,917,356  
Re-acquired share capital (treasury stock)
    490,574,500       0       122,644  
Total                
    20,159,999,280       0       5,040,000  
  1.3   Structure of TELKOM’s Board of Commissioners and Board of Directors
 
      Based on resolutions made during: (i) Extraordinary Shareholder Meeting as stated in Notary Deed by DR. Amrul Partomuan Pohan, S.H., LL.M., No.16 dated February 28 2007, (ii) Annual Shareholder Meeting as stated in Notary Deed by before DR. Amrul Partomuan Pohan, S.H., LL.M., No.58 dated June 29 2007, and (iii) Extraordinary Shareholder Meeting as stated in Notary Deed by DR. Amrul Partomuan Pohan, S.H., LL.M., No.16 dated September 19 2008, as well as Annual General Meeting Year 2009 Resume No.215/VI/2009 dated June 12, 2009 made by the same notary, the structure of incumbent members of TELKOM’s Board of Commissioners and Board of Directors is as follows:
         
 
  Board of Commissioners:    
 
  President Commissioner   : Tanri Abeng
 
  Commissioner   : Bobby Achirul Awal Nazief
 
  Commissioner   : Mahmuddin Yasin
 
  Independent Commissioner   : Arif Arryman
 
  Independent Commissioner   : Petrus Sartono
 
       
 
  Board of Directors:    
 
  President Director   : Rinaldi Firmansyah
 
  Finance Director   : Sudiro Asno
 
  Director of Network and Solution   : Ermady Dahlan
 
  Director of Enterprise and Wholesale   : Arief Yahya
 
  Director of Consumer   : I Nyoman Gede Wiryanata
 
  Director of Compliance and Risk Management   : Prasetio
 
  Director of IT and Supply   : Indra Utoyo
 
  Director of Human Capital and General Affairs   : Faisal Syam
  1.4   Business Activity

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      According to Article 3 of the Company’s Articles of Association, the Company’s scope of activity is to operate network and service of telecommunications, informatics and optimization of the Company’s resources with due observance of the prevailing laws and regulations.
 
  1.5   Financial Highlights of the Company
                                         
    31 Dec   31 Dec   31 Dec   31 Dec   31 Dec
    2004   2005   2006   2007   2008
Items   Audited   Audited   Audited   Audited   Audited
Current Assets
    9,204       10,305       13,921       15,978       14,622  
Non-current Assets
    46,975       51,866       61,215       66,081       76,634  
Total Assets
    56,179       62,171       75,136       82,059       91,256  
Current Liabilities
    11,677       13,513       20,536       20,675       26,998  
Long-term Liabilities
    21,436       19,060       18,344       18,331       20,260  
EQUITY
    18,128       23,292       28,069       33,749       34,314  
Income
    33,948       41,807       51,294       59,440       60,690  
Operating Profit
    14,587.9       17,170.8       21,593.2       26,472.7       22,307.5  
Net profit
    6,614.6       7,993.6       11,005.6       12,857.0       10,619.5  
2.   Information on Metra
    Below is a brief information on PT Multimedia Nusantara (“Metra”) as a party appointed by TELKOM to be a buyer of the entire shares issued and fully paid-up by Infomedia and owned by the Company to exercise the rights of first refusal of TELKOM on the entire shares owned by the Company in Infomedia, in which TELKOM as the owner of ninety nine point nine percent (99.9%) of the shares in Metra.
  2.1   Metra’s Brief History
 
      PT Multimedia Nusantara (Metra) was established based on Deed No.116 dated 28th May 1997, drawn up before Soekaimi, S.H., Notary in Jakarta. This deed of establishment was ratified by the Minister of Justice of the Republic of Indonesia under Decree No.C2-31.HT.01.01.TH.’98 dated 14th January 1998 and announced in the State Gazette of the Republic of Indonesia No.20 dated 10th March 1998, Supplement No.1467/1998.
 
      Metra’s Articles of Association have been amended several times and the latest amendment is as stated in Deed of Statement of Shareholders’ Resolution on Amendment to Articles of Association of “PT Multimedia Nusantara” No.64 dated 16th April 2009, drawn up before Aulia Taufani, S.H., notary replacement of Sutjipto, S.H., Notary in Jakarta, as reported to the Minister of Law and Human Rights of the Republic of Indonesia based on Decree No.AHU-AH.01.02.10-07498 dated 10th June 2009 and registered in the Company Register kept by the Minister of Law and Human Rights of the Republic of Indonesia No.AHU-0032643.AH.01.09.Th.2009 dated 10th June 2009.

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  2.2   Capital Structure and Shares Ownership
 
      Based on Deed of Statement of Shareholders’ Resolution on Amendment to Articles of Association of “PT Multimedia Nusantara” No.64 dated 16th April 2009 drawn up before Aulia Taufani, S.H., notary replacement of Sutjipto, S.H., Notary in Jakarta, the capital structure and shares ownership in Metra are as follows:
                         
Name of Shareholders   Amount   Value (Rp)   Composition (%)
PT Telekomunikasi Indonesia Tbk
    48,567,892       485,678,920,000       99.99999  
Faisal Syam
    1       10,000       0.00002  
Total
    48,567,893       485,678,930,000       100.00  
  2.3   Structure of the Board of Commissioners and Board of Directors of Metra
 
      Based on Deed of Statement of Shareholders’ Resolution on Amendment to Articles of Association of “PT Multimedia Nusantara” No.84 dated 20th January 2009, drawn up before Aulia Taufani, S.H., Substitute for Sutjipto, S.H., Notary in Jakarta, the structure of incumbent members of the Board of Commissioners and Board of Directors of METRA, is as follows:
         
 
  Board of Commissioners:    
 
  President Commissioner   : Indra Utoyo
 
  Commissioner   : Fredi Triani
 
  Commissioner   : Heri Supriadi
 
  Commissioner   : Herfini Haryono
 
       
 
  Board of Directors:    
 
  President Director   : Alex Janangkih Sinaga
 
  Director   : Ibnu Sulaiman
 
  Director   : Harry John
 
  Director   : Rinaldi Buchari
  2.4   Metra’s Business Activity
 
      Based on Metra’s Articles of Association, Metra’s purpose and objective are to operate multimedia network and service, with the business activity covering planning, building, supplying, developing, operating, marketing/selling/leasing and maintaining multimedia network and service, covering among others: service of data communication system, portal service and online transaction service.

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  2.5.   Financial Highlights of Metra
                                         
    2004   2005   2006   2007   2008
Items   Audited   Audited   Audited   Audited   Audited
ASSETS
                                       
Current Assets
    16,546,544       28,053,033       19,076,578       39,144,389       261,533,124  
Non-current Assets
    5,583,543       25,684,431       75,110,307       85,440,921       502,862,214  
Total Assets
    22,130,088       53,737,464       94,186,885       124,585,311       764,395,337  
LIABILITIES AND EQUITY
                                       
Current Liabilities
    12,871,380       16,949,198       48,228,343       72,179,907       223,398,670  
Non-current Liabilities
    330,314       557,725       4,629,940       3,548,946       124,827,865  
Total Liabilities
    13,201,693       17,506,922       52,858,282       75,728,853       348,226,534  
Minority Interest
                1,572,434       944,027       30,278,110  
Equity
    8,928,394       36,230,542       39,756,169       47,912,431       385,890,693  
Total Liabilities and Equity
    22,130,088       53,737,464       94,186,885       124,585,311       764,395,337  
PROFIT AND LOSS
                                       
Income
    15,630,416       29,380,717       63,815,250       140,915,351       441,746,048  
Operating Profit
    (2,055,592 )     425,649       (1,167,803 )     7,576,784       (8,307,237 )
Profit Before Tax
    (1,698,594 )     (726,391 )     (3,213,854 )     8,434,361       (21,467,219 )
Profit(loss) before minority interest
          1,577,689       878,248       6,719,206       (19,549,900 )
Minority Interest in profit(loss) of subsidiaries
                2,427,566       2,628,406       (1,903,459 )
Profit(loss) after minority interest in net profit(loss) of subsidiaries
          1,577,689       3,305,815       9,347,613       (21,453,359 )
Income Tax
    425,946       (275,541 )     219,813       (1,191,351 )     2,869,994  
Net Profit
    (1,272,648 )     1,302,147       3,525,627       8,156,262       (18,583,365 )
3.   Information on Infomedia
  3.1   Infomedia’s Brief History
 
      PT Infomedia Nusantara (Infomedia) was established based on Deed No.107 dated 20th June 1984, as revised by Deed No.117 dated 21st January 1987, both drawn up before Sinta Susikto, S.H., Notary in Jakarta, under the name PT Elnusa Yellow Pages. This deed of establishment was ratified by the Minister of Justice of the Republic of Indonesia under Decree No.C2.2128-HT.01.01.TH’87 dated 14th March 1987 and announced in State Gazette of the Republic of Indonesia No.93 dated 18th November 1988, Supplement No.1255.
 
      Infomedia’s Articles of Association have been amended several times, lastly as stated in Deed No.10 dated 5th June 2009, drawn up before Sjaaf De Carya Siregar, S.H., Notary in Jakarta. This deed was approved by the Minister of Law and Human Rights of the Republic of Indonesia under Decree No.AHU-27496.A.H.01.02.Th.2009 dated 22nd June 2009.
 
  3.2   Capital Structure and Shares Ownership
 
      Based on Deed of Statement Cicular Resolution No.10 dated 5th June2009, drawn up before Sjaaf De Catya Siregar, S.H., Notary in

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      Jakarta, the capital structure and shares ownership in Infomedia are as follows:
                             
                        Total Par Value of
No.   Items   Total Shares   %   Shares
a
  Authorized Capital     1.000,000,000               500,000,000,000.-  
b
  Issued and Fully Paid-up Capital:     214,200,000       51       107,100,000,000.-  
 
  PT Telekomunikasi Indonesia     205,800,000       49       102,900,000,000.-  
 
  PT Elnusa                        
 
  Total Issued and Paid-up Capital     420,000,000       100       210,000,000,000.-  
c
  Total Shares in Portfolio     580,000,000               290,000,000,000.-  
  3.3   Structure of Infomedia’s Board of Commissioners and Board of Directors
 
      Based on Deed of Statement of Shareholders’ Resolution in Lieu of Meeting (Circular) of PT Infomedia Nusantara No.3 dated 12th February 2008, drawn up before Drs. Soegeng Santosa, S.H., M.H., Notary in Jakarta, the structure of incumbent members of the Board of Commissioners and Board of Directors of Infomedia is as follows:
         
 
  Board of Commissioners:    
 
  President Commissioner   : Hendri S. Suardi
 
  Commissioner   : Faisal Syam
 
  Commissioner   : Tjatur Purwadi
 
  Commissioner   : Heru Samodra
 
       
 
  Board of Directors:    
 
  President Director   : Agina Siti Fatimah
 
  Director   : Marihot BS Sibarani
 
  Director   : Baskoro
 
  Director   : Angger Pramunditto
 
  Director   : Hafid Mulyadi
  3.4   Infomedia’s Business Activity
 
      Infomedia is one of the biggest companies engaged in industrial sector of information and communication service in Indonesia. By the rapid development of telecommunication technology, Infomedia also continuously conducts product development to meet customers’ demand and gives the best to public in the form of providing accurate, easy, fast and complete communication information and service, such as Yellow Pages, telemarketing, telesales, reminding call, telepromo, telecollection, telesurvey, Power Business, etc.

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  3.5   Financial Highlights of Infomedia
                                         
    2004   2005   2006   2007   2008
Items   stated   Audited   Audited   Audited   Audited
Current Assets
    194,133,443       220,856,414       222,365,432       294,467,592       354,460,951  
Non-current Assets
    139,607,600       154,062,762       214,662,404       224,775,496       238,057,172  
Total Assets
    333,741,043       374,919,176       437,027,836       519,243,087       592,518,123  
Current Liabilities
    154,078,391       155,111,533       177,551,836       218,686,654       239,654,802  
Long-term Liabilities
    17,648,597       22,505,792       33,528,930       25,168,402       26,016,134  
Minority Interest
    6,449,419       5,637,119       4,477,335       9,361,475       7,096,759  
Equity
    151,906,657       186,119,137       217,213,808       261,953,615       319,750,428  
Operating Income
    360,771,793       404,501,355       478,479,505       666,907,487       734,138,338  
Gross Profit (Loss)
    231,728,845       228,253,133       252,475,968       316,000,602       357,831,294  
Operating Profit (Loss)
    103,122,602       99,632,155       90,669,545       141,228,189       162,925,345  
Net Profit (Loss)
    74,044,616       74,937,019       72,311,031       90,510,918       110,672,308  
4.   Information on Elnusa
    Brief History of Elnusa
 
    Elnusa was established in Jakarta under the name PT Elektronika Nusantara by Deed of Establishment No.18 dated 25th January 1969 as amended by Deed of Amendment to Articles of Association No.10 dated 13th February 1969, both were drawn up before Tan Thong Kie, S.H., Notary in Jakarta. This Deed of Establishment was acknowledged by the Minister of Justice of the Republic of Indonesia by his decree No.J.A.5/18/24 dated 19th February 1969 and recorded in the register maintained in the Registrar’s Office of the District Court of Jakarta under No.485 dated 22nd February 1969 and announced in the State Gazette of the Republic of Indonesia No. 35 dated 2nd May 1969, Supplement No.58.
 
    The Deed of Establishment containing Elnusa’s articles of association has been amended several times and the latest amendment is as stated in Deed of Statement of Meeting Resolution on Amendment to Articles of Association of PT Elnusa Tbk. No.86 dated 18th January 2008, drawn up before Aulia Taufani, S.H., substitute for Sutjipto, S.H., Notary in Jakarta (”Deed No.86/2008”), which has been notified to the Minister of Law and Human Rights of the Republic of Indonesia as evident from Letter of the Minister of Law and Human Rights No.AHU-AH.01.10-1662 dated 22nd January 2008 on Receipt of Notification on Amendment to Articles of Association of PT Elnusa Tbk.
 
    Capital Structure and Shares Ownership
 
    Based on DPS as of 30th April 2009, the capital structure and shares ownership in the Company are as follows:
                         
                Total
            Ownership   IDR
Shareholders   Total Shares   %   Million
PT Pertamina (Persero)
    3,000,000,000       41.67       300,000  
PT Tri Daya Esta
    2,711,565,890       37.67       271,157  
Commissioners
                       
— Iin Arifin Takhyan
    1,849,500       0.03       185  
— Harry Triono
    1,664,500       0.02       166  
— Anton Sugiono
    1,664,500       0.02       166  

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                Total
            Ownership   IDR
Shareholders   Total Shares   %   Million
Directors
                       
— Eteng Ahmad Salam
    2,446,000       0.03       245  
— Eddy Sjahbuddin
    2,939,000       0.04       294  
— Hendri S. Suardi
    2,219,000       0.03       222  
Others (respectively by ownership less than 5%)
    1,474,413,610       20.49       147,441  
 
                       
Total outstanding shares
    7,198,762,000       100.00       719,876  
Shares re-purchased at acquisition cost
    99,738,000               9,974  
Total
    7,298,500,000               729,850  
    Structure of Elnusa’s Board of Commissioners and Board of Directors
 
    Based on Deed of Meeting Minutes No.28 dated 6th May 2009, drawn up by Aulia Taufani, S.H. as substitute for Sutjipto, S.H., Notary in Jakarta, the structure of incumbent members of Elnusa’s Board of Commissioners and Board of Directors is as follows:
         
 
  Board of Commissioners:    
 
  President Commissioner   : Waluyo
 
  Independent Commissioner   : S.M. Hari Kustoro
 
  Independent Commissioner   : Surat Indrijarso
 
  Commissioner   : Anton Sugiono
 
  Commissioner   : Soehandjono
 
       
 
  Board of Directors:    
 
  President Director*   : Eteng Ahmad Salam
 
  Director of Administration and Finance   : Santun Nainggolan
 
  Director of Operations   : Eddy Sjahbuddin
 
  *   serving concurrently as Director of Business Development
    Elnusa’s Business Activity
 
    The business activity currently undertaken by the Company is supported by several business divisions/units explained as follows:
  a)   Integrated Geophysical/Seismic Data Measuring Service (Integrated Geophysics Service)
 
  b)   Integrated Oil-Gas Drilling Service (Integrated Drilling Service)
 
  c)   Integrated Oil-Gas Production Service (Integrated Oilfield Service).
SUMMARY OF INDEPENDENT APPRAISER
Appraiser’s Summary of Transaction Fairness

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As specified in Point 2.a.2 of Regulation of Bapepam-LK No.IX.E.1, below is the summary of information relating to the appraisal on the transaction fairness as presented in the report of AKA Independent Appraiser No.AKA.C.FO.04-09.019 dated 29th June 2009 with the subject: Fairness Opinion on Planned Purchase of 49% Shares of PT Infomedia Nusantara by PT Telekomunikasi Tbk. through the affiliate PT Multimedia Nusantara.
a.   Appraiser’s Identity:
 
    Office of Independent Appraiser PT Actual Kencana Appraisal
Ir. Toto Suarto, M.Sc., President Director
 
  MAPPI   : No. 93-S-0361
 
  License of Public Appraiser   : PB-1.08.00060
 
  STTD of Bapepam   : No. 01/PM/STTD-P/AB/2006
b.   Object of Appraisal:
 
    39,200,000 shares with the par value of Rp.500 in Infomedia as 49% of the entire issued capital and paid-up capital of Elnusa in Infomedia, including the shares to be issued by Infomedia to Elnusa proportionate to the ownership of Elnusa’s shares in Infomedia in the increasing of the authorized capital, issued capital and paid-up capital which, after the increase of authorized capital, issued capital and paid-up capital in Infomedia will constitute 49% of the entire issued capital and paid-up capital of Elnusa in Infomedia.
 
c.   Objective of Appraisal:
 
    This report on Fairness Opinion is intended to study the fairness on the Transaction Plan conducted by the Company through Metra and the impacts on Metra’s financial performance in the future. This report is prepared as the material for consideration to the Company and any other parties to get the description on Metra’s business prospect and the analysis of benefits and profit possibly obtained from the transaction to be executed by the Company.
 
d.   Assumptions:
    The Company’s shares ownership in Metra is 99.99%, hence the financial statements may be directly consolidated with the Company’s financial statements.
 
    Elnusa’s shares in Infomedia will be purchased by Metra. If the transaction is fair to Metra, such transaction will be fair to the Company and Independent shareholders of Telkom.
 
    The fair Transaction may be executed if the price of the shares to be transacted is lower or higher than the fair market price of the shares by the range 7.5% upward and 7.5% downward, or within the range of fair shares market price.
 
    The Transaction may be executed if the results of analysis of economic feasibility that is based on the benefits from Infomedia’s shares

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      purchase during the projection period give positive contribution to Metra’s performance as buyer;
 
    The fair Transaction may be executed if it gives benefits to the shareholders.
 
    The Transaction Plan is fair if it can contribute a synergic Value to Metra.
e.   Approach of Appraising Procedure
 
    Analysis of Shares Transaction Value
 
    The fairness of transaction value is observed from the ratio of the fair market value of 49% Elnusa’s shares transacted to the shares sale and purchase transaction value agreed by both parties.
 
    Analysis of Feasibility
 
    By the existing transaction, an analysis of business feasibility is conducted on Metra by incremental analysis. The transaction is considered fair if it gives benefits to Metra. The analysis is conducted by Infomedia’s business plan articulated in the report of shares appraisal of PT Infomedia Nusantara No.022/LP/ZPP/V/09 dated 28th May 2009 and Metra’s adjusted business plan.
 
    Analysis of Company’s Synergic Value
 
    Analysis of Synergic value is conducted by comparing Metra’s shares value before and after the transaction. The transaction is considered fair if the synergic value indicates positive value.
 
    Analysis of Benefits of Business Activity
 
    The qualitative analysis on the benefits received by Metra and Telkom from the execution of the transaction.
 
    Analysis of Profitability
 
    Analysis on Metra’s capacity in earning net profit before and after the transaction.
 
f.   Benefits and Risks
 
    Benefits
  1.   Infomedia’s substantial income is generated from the Company Group, hence the execution of the transaction will increase efficiency to the Company, since some charges/costs spent by the Company will return in the form of dividends and consolidation of financial statements.
 
  2.   The business synergy measures between Infomedia and the Company could be easily realized since Infomedia’s entire shares are indirectly owned by the Company.

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  3.   Infomedia has several products, such as yellow pages book (directory), contact center and content. These three business pillars are greatly required by the Company to support its business.
 
  4.   Increasing the income of Metra and the Company.
    Risks
  1.   Risk of Rivalry
 
      Considering the business performance of Infomedia that continuously develops parallel to the increase of macro business activity, it will attract other companies to operate the same field, however access to Telkom so far still serves as the main support that will be difficult to access by other companies wishing to operate the same field.
 
  2.   Risk of Economical Situation Change
 
      The slowing down of global economic growth, including that of Asia Pacific region in 2008 could affect Infomedia performance. The high inflation rate due to the fluctuation of the world crude oil price and the increase of commodity prices greatly affect the investment rate of return. The world commodity prices, especially of crude oil, will boost the high inflation rate. The high inflation due to fluctuation of commodity prices could indirectly increase Infomedia operating costs, particularly the operating costs of printing and supply of paper raw material.
 
  3.   Risk of Political and Social Stability
 
      In general, no one could guarantee that the social political condition in Indonesia remains stable and will not undergo any fundamental changes. The social political condition in Indonesia indirectly affects the business climate in this region. A conducive business climate could be created from the political security and stability in a region. A conducive business climate could encourage the business development and growth of a company.
 
  4.   Risk of Goods Supplies
 
      The main supply source of the raw materials/goods to be processed by Infomedia is paper for producing telephone directory. Infomedia’s performance will be affected if the company producing such product is not productive or has price increase. This condition will cause Infomedia’s business performance to decrease.
 
  5.   Risk of Losing Customers
 
      So far, Infomedia’s position in the customers’ eyes still occupies the highest position, particularly for directory service, since there is no other media of telephone directory that could cover the entire information of existing telephone numbers and equal to those covered by Infomedia. This condition is attributable to Infomedia’s position that is affiliated to Telkom. However, to be able to maintain its position, Infomedia should be able to maintain customer’s satisfaction by the quality of data, design and any other supporting factors.

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      Otherwise, it would be likely that the customers will quit using the service offered by Infomedia and it may give rise to income reduction.
 
  6.   Risk of Interest Rate
 
      This risk is originated from Infomedia’s need for financing, either investment financing or working capital financing in the course of its business. One of the fund sources to meet the requirements of investment and working capital is loans from third parties or banking. Loans from third parties or banking contain the element of interest that will be one of the costs to pay. Therefore, the higher the interest rate is, the higher the cost is to be paid by Infomedia and it will decrease the margin level to be obtained by Infomedia.
g.   Conclusion
    Based on the AKA’s analysis as stated above regarding Transaction, AKA are in the opinion that the acquisition of 49% Elnusa’s shares in Infomedia by Telkom through its subsidiary Metra is fair.
 
    Since time difference is likely to occur from the date of preparation of this report and that of implementation of Transaction, the foregoing conclusion shall apply if there is no change having significant impacts on the value and the relation of the Company’s management with the Transaction performance, covering the market and economic condition, general condition of business and finance, regulation of Indonesian Government and alteration to the Company’s organization and/or management after the date of issue of this report. The Fairness opinion on the Transaction Plan will be different if there occurs such changes referred to above after the date of issue of this report.
STATEMENT OF BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS
The Board of Directors and Board of Commissioners of Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk. (“Company”) jointly and severally assume full responsibility for the truth of information stated in this Disclosure of Information, and after having conducted a fair audit, confirm that to the best of their knowledge and belief, there are no material facts which, if not disclosed in or removed from this Disclosure of Information, will cause the information herein stated to be incorrect and/or misleading.
OTHER INFORMATION
For further information on the foregoing matter, please contact the Company
during office hours in the following address:
Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk.
Investor Relation/Corporate Secretary,
Grha Citra Caraka Fl, 5,
Jl. Gatot Subroto No. 52 Jakarta 12710
Telephone: (021) 521 5109, Facsimile : (021) 522 0500
e-mail: investor@telkom.co.id
www.telkom-indonesia.com
This information is presented for public knowledge.
Bandung, 2nd July 2009
Company’s Board of Directors

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