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Company Shareholdings Line of Business Operation Status
Description PT Nusantara
Sukses Sarana “NSS”, Jakarta
99,99 through
Telkom Property Building
management and hotel services
Not yet operating NSN was established on September 1, 2014
PT Nusantara Sukses Investasi
“NSI”, Jakarta
99,99 through
Telkom Property Service
and Trading
Not yet operating NSI was established on September 1, 2014
PT Nusantara Sukses Realiti
“NSR”, Jakarta
99,99 through
Telkom Property Service
and Trading
Not yet operating NSR was established on September 1, 2014
STOCK OVERVIEW SHAREHOLDER COMPOSITION
The authorized capital of the Company consists of 1 stock of Series A Dwiwarna, and 399.999.999.999 Series B stocks ordinary stocks. The authorized issued and fully paid capital of 100.799.996.400, consisting of 1 stock of Series A Dwiwarna and
100.799.996.399 Series B stocks. 1 stock of Series A Dwiwarna belongs to Government of the Republic of Indonesia Government so that the Government has special voting rights and rights to veto the filing, appointment and dismissal of the Board of Directors or
Board of Commissioners, the issuance of new shares and amendments to the Articles of Association, including changes to merge or dissolve us before they expire, increase or decrease the authorized capital and reduce the subscribed capital.
Company Shareholders per December 31, 2014
Series A Dwiwarna Share
Series B Shares Common Stock
Percentage of Ownership
Government 1
51,602,353,559 52.56
Public 46,573,500,040
47.44 Capital Subtotal issued and outstanding
1 98,175,853,599
100.00 Treasury Stock
2,624,142,800 -
Total 1
100,799,996,399 100.00
Composition of Telkom shareholders per December 31, 2014 is as follows:
1. Shareholders with Ownership More Than 5 MainControlling Shareholder
Title of Class Person or Group
Number of Shares Percentage of Ownership
Series A Government
1.00 -
Series B Government
51,602,353,559 52.56
Relationship with the Government and Government Agencies
The Government is our majority and controlling shareholder. It is also our regulator as it adopts, administers and enforces relevant laws that regulate telecommunications sector, sets tariffs and issues licenses. It is also one of our customers and one of our
lenders. As used in this section, the term “Government” includes the Government of Indonesia and its ministries, directly-owned
government departments and agencies, but excludes SOEs.
The Government as Shareholder
The Government is our majority and controlling shareholder and owns 52.56 of our common stock as of December 31, 2014. Its ownership of the Series A Dwiwarna share gives it special voting and veto rights. Under the relevant laws, the “ownership” of
our common stock and the single outstanding Series A Dwiwarna share is vested in the Ministry of Finance “MoF”. In turn, and under the authority of the MoF, the Minister of State-Owned Enterprise “MSOE” exercises the rights vested in these securities
as our “controlling shareholder.”
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Table of Content As our majority shareholder and controlling shareholder, the Government has an interest in our performance, both in terms of the
service we provide to the nation and our ability to operate on a commercial basis. The material rights and restrictions that apply to our common stock also apply to the Series A Dwiwarna share, except that the Government may not transfer the Series A
Dwiwarna share, and has right of veto with regard to: 1 the nomination, appointment and removal of our Directors; 2 the nomination, appointment and removal of our Commissioners; 3 the issuance of new shares and 4 any amendments to our
Articles of Association, including with respect to actions to merge or dissolve our Company, increase or reduce our authorized capital, or reduce our subscribed capital.
The Government as Regulator
The Government regulates the telecommunications sector through the MoCI. The MoCI has the authority to issue regulations that implement laws, which are typically broad in scope. Through such decrees the MoCI defines the structure of the industry,
determines tariff formulas, establishes our USO, and otherwise controls many factors that could influence our competitive position, operations and financial position. Through the DGPT, the MoCI regulates the allocation of frequencies and sets numbers
for fixed telephone lines. We are required to obtain a license from the DGPT for each type of service offered, including licenses for the frequencies we use
as allocated by the MoCI. We and other operators are required to pay frequency usage fees. Telkomsel also holds licenses issued by the MoCI some of which were previously issued by the Minister of Communications for the provision of cellular services,
and from the Indonesian Investment Coordinating Board in relation to Telkomsel’s investments for the development of cellular phone services with national coverage, including the expansion of network coverage. The Government, through the MoCI as
regulator, has the authority to issue new licenses for the establishment of new joint ventures and other new arrangements, particularly in telecommunications.
The Government as Lender
In July 1994, the Government arranged a facility under which certain foreign institutions provided us with a two-step loan for certain expenditures the “sub-loan borrowings”. The sub-loan borrowings were made through the Government and are
guaranteed by it. As of December 31,2014, we had a total of Rp1,615 billion, or US130 million, in such outstanding two-step loans, including current maturities. We are required to pay the Government interest and repay the principal, which the
Government then remits to the respective lenders. As of December 31, 2014, 72.9 of such sub-loan borrowings were denominated in foreign currencies, with the remaining 27,1 denominated in Rupiah. In 2014, the annual interest rates charged
8.5 on loans repayable in Rupiah, 4.0 on those denominated in US Dollar and 3.1 for those denominated in Japanese Yen.
The Government as Customer
Certain Government departments and agencies purchase services from us as direct customers, the terms of which are negotiated on a commercial basis. No services are provided for free or on an in-kind basis. In 2014, the amount of revenues from
Government departments and agencies was Rp749 billion, which was approximately 1.95 of our consolidated revenues and did not constitute a material part of our revenues. The Government departments and agencies are treated for tariff purposes with
respect to connection charges and monthly charges as “residential”, which tariffs are lower than the business service rates. This does not apply to the tariffs for local, long distance and IDD calls.
It is our policy not to enter into any transactions with affiliates unless the terms are no less favorable to us than they would be with a third party. The MSOE has advised us that it would not cause us to enter into transactions with other entities under its
control unless the terms were consistent with our policy as referred to above. Pursuant to OJK regulations, because we are listed on the IDX, any transaction where there is an inherent conflict of interest as
defined below with another IDX-listed company must be approved by majority of the holders of our common stock who do not have a conflict of interest in the proposed transaction, unless such conflict of interest existed before listing and was fully disclosed
in the offering documents.
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2. Ownership of Stocks by Directors and Commissioners
