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C. Material contracts Acquisition of Pramindo
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TELKOM’s BoC also re-established TELKOM’s nomination and remuneration committee on May 20, 2003. The committee was tasked with formulating: (a) selection criteria and nomination procedures for Commissioners and Directors; and (b) a compensation system for Commissioners and Directors for the 2003 fiscal year. In accordance with its mandate from the BoC, the committee delivered its report regarding its activities during the 2004 Annual General Meeting of TELKOM’s stockholders.
For more information on TELKOM’s BoC committees, see Item 6. “Directors, Senior Management and Employees — A. Directors and Senior Managers — Board of Commissioners’ Committees.”
Disclosure regarding corporate governance
The NYSE listing standards require U.S. companies to adopt, and post on their websites, a set of corporate governance guidelines. The guidelines must address, among other things: director qualification standards, director responsibilities, director access to management and independent advisers, director compensation, director orientation and continuing education, management succession, and an annual performance evaluation itself. In addition, the CEO of a U.S. company must certify to the NYSE annually that he or she is not aware of any violations by the company of the NYSE’s corporate governance listing standards. The certification must be disclosed in the company’s annual report to shareholders. There are no disclosure requirements in Indonesian law similar to the NYSE listing standards described above.
However, the Capital Market Law generally requires Indonesian public companies to disclose certain types of information to shareholders and to BAPEPAM, particularly information relating to changes in the public company’s shareholdings and material facts that may affect the decision of shareholders to maintain their share ownership in such public company.
Code of Business Conduct and Ethics
The NYSE listing standards require each U.S. listed company to adopt, and post on its website, a code of business conduct and ethics for its directors, officers and employees. There is no similar requirement under Indonesian law. However, companies that are required to submit periodic reports to the SEC, including TELKOM, must disclose in their Annual Reports whether they have adopted a code of ethics for their senior financial officers. Although the requirements as to the contents of the code of ethics under SEC rules are not identical to those set forth in the NYSE listing standards, there are significant similarities. Under SEC rules, the code of ethics must be designed to promote: (a) honest and ethical conduct, including the handling of conflicts of interest between personal and professional relationships; (b) full, fair, accurate and timely disclosure in reports and documents filed with or submitted to the SEC; (c) compliance with applicable laws and regulations; (d) prompt internal reporting of violations of the code; and (e) accountability for adherence to the code. Furthermore, shareholders must be given access to physical or electronic copies of the code. See Item 16B. “Code of Ethics.”
C. Material contracts
BOWNE INTEGRATED TYPESETTING SYSTEM
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proceeds to repurchase the remaining outstanding promissory notes that TELKOM had issued as consideration for the purchase of Pramindo’s shares. This allowed TELKOM to accelerate the purchase of the remaining 55% of Pramindo that it did not yet own and, as of the date of this Annual Report, TELKOM owns 100% of Pramindo.
Acquisition of AriaWest
On July 31, 2003, TELKOM acquired 100% of the shares of its KSO partner for Regional Division III, AriaWest, for an aggregate
consideration of US$38.67 million in cash (US$20 million of which was paid when the purchase agreement was signed on May 8, 2002 and the remaining US$18.67 million was paid on July 31, 2003) and US$109.1 million in promissory notes. The promissory notes, which are
interest-free, are payable in 10 semi-annual installments. At the same time, in consideration of the release of AriaWest’s outstanding obligations to its lenders, TELKOM also repaid approximately US$99 million of AriaWest’s debt (on behalf of AriaWest) and entered into a new loan agreement for approximately US$197 million with AriaWest’s lenders, which was fully prepaid in December 2004. TELKOM and AriaWest also entered into a settlement agreement pursuant to which TELKOM and AriaWest irrevocably settled, discharged and released claims and counterclaims in their ICC arbitration proceeding and TELKOM agreed to pay a settlement amount of US$20 million.
Interconnection Agreement with Indosat
On September 23, 2005, TELKOM signed an Interconnection Agreement with PT Indosat, Tbk. This agreement provides for the interconnection (i) of TELKOM’s local fixed line network with Indosat’s long-distance fixed line network; (ii) of Indosat’s local fixed line network with TELKOM’s long-distance fixed line network; (iii) between TELKOM’s and Indosat’s long-distance fixed line networks; (iv) of TELKOM’s domestic fixed line network with Indosat’s international fixed line network; and (v) Indosat’s local fixed line network with TELKOM’s international fixed line network, with the interconnection tariff being calculated on a call-by-call basis. This agreement replaces previous interconnection agreements with Indosat, namely (i) Interconnection Agreement and the Settlement of Interconnection Financial Rights and Obligations No. PKS 162/HK81OPSAR-00/2002 — 26/DNI/HK720/02 dated September 3, 2002 as has been amended with Addendum No. PKS 56/HK.810/JAR-30/2005 — 065/100-ICO/REL/2005 dated March 31, 2005, to the limit of the provisions regulating on interlocal interconnection; (ii) Agreement on the Performance of Telecommunications Services No. 63/HK.800/UTA-00/97 —
092/DRU.HK.720/97 dated August 21, 1997; and (iii) Interconnection Agreement No. 64/HK.81OPSAR-00/97 — 1000/NDN/HK.720/97 dated August 21, 1997.
On December 1, 2005, TELKOM and Indosat entered into another interconnection agreement enabling each party’s customers to make domestic calls between Indosat’s mobile network and TELKOM’s fixed line network and allowing Indosat’s mobile customers to access TELKOM’s IDD service by dialing “007”. This agreement overrides those existing interconnection agreements relating to TELKOM’s fixed line network and Indosat’s mobile network. This agreement is valid for three years from its execution date, and thereafter, may be amended upon agreement by both parties.
Contract with Orbital Sciences Corporation
On October 24, 2002, TELKOM signed a contract with Orbital Sciences Corporation, a U.S. company which develops and manufactures affordable space systems for commercial, civil government and military customers, to develop the TELKOM-2 satellite, a geosynchronous communication satellite based on Orbital’s STAR-2 platform. The contract has been amended on several occasions. Under the First Amendment dated December 15, 2003, the total fixed cost payable by TELKOM was US$73 million, which was fully paid by TELKOM in July 2005. Pursuant to the Fifth Amendment dated August 30, 2005, TELKOM agreed to pay US$148,215 to Orbital Sciences Corporation to extend the service years of the satellite. The Fifth Amendment also amended the scheduled payment of “Milestone 15” from US$2,000,000 to US$1,851,785. TELKOM replaced its Palapa B-4
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satellite with the TELKOM-2 satellite in November 2005. The TELKOM-2 satellite has a capacity of 24 standard C-band transponders with transponder specifications similar to those of the TELKOM-1 satellite. The TELKOM-2 satellite has been designed for 15 years of in-orbit life.
TELKOM expects that the satellite will support its national as well as regional communications network for voice, video and data communications. The satellite was launched into geo-synchronous orbit 22,300 miles above the earth and operates in geostationary orbit position located at 118 degrees east longitude.
Contract with Arianespace
On November 8, 2002, TELKOM signed a US$62.9 million fixed price contract with Arianespace S.A. for the launch of the TELKOM-2 satellite using an Ariane-5 launch vehicle with double launch. Payment was made in 4 installments between January 2004 until September 2004. On October 15, 2004, the parties amended the contract to allow TELKOM to exercise a reflight option, which allows TELKOM a reflight in the event of a launch failure or a certain amount of compensation in the event of a partial launch failure.
Master of Procurement Partnership Agreement (MPPA) with Samsung Consortium
On October 9, 2002, TELKOM signed an Initial Purchase Order Contract for CDMA 2000 IX with a consortium lead by Samsung
Corporation (“Samsung Consortium”) for BSS procurement in Regional Divisions V, VI and VII and on December 23, 2002, TELKOM signed a Master Procurement Partnership Agreement (“MPPA”) for the construction of Network and Switching Subsystem (“NSS”) nationwide and BSS for Regional Divisions IV, V, VI and VII. As of December 31, 2005, TELKOM’s remaining purchase commitment in connection with this MPPA amounted to US$5.6 million and Rp.1,826 million.
Samsung Consortium shall service and maintain the CDMA 2000 IX system that it constructs pursuant to a Service Level Agreement dated the same date as the MPPA in return for annual consideration of US$11.6 million.
Master of Procurement Partnership Agreement (MPPA) with Ericsson CDMA Consortium
TELKOM and a consortium led by Ericsson (“Ericsson CDMA Consortium”) have entered into a Master of Procurement Partnership Agreement (“MPPA”) on December 23, 2002 for the construction of BSS for Regional Division II. As of December 31, 2005, TELKOM’s remaining purchase commitment in connection with this MPPA amounted to US$6.8 million and Rp.12,753 million.
Ericsson CDMA Consortium shall service and maintain the CDMA 2000 IX system that it constructs pursuant to a Service Level Agreement dated the same date as the MPPA in return for the annual consideration of US$5.3 million.
Master of Procurement Partnership Agreement (MPPA) with PT INTI
TELKOM and PT INTI signed a Master of Procurement Partnership Agreement on August 26, 2003, whereby PT INTI is appointed to construct a CDMA fixed wireless access network and integrate such network with TELKOM’s existing network and all ancillary services relating thereto in West Java and Banten. As of December 31, 2005, TELKOM’s remaining purchase commitment in connection with this MPPA amounted to US$355,275 and Rp.233 million.
PT INTI will service and maintain the CDMA 2000 IX system that it constructs pursuant to a Service Level Agreement dated the same date as the MPPA in return for the annual consideration of US$2.3 million.
Partnership Agreement with Siemens Consortium
TELKOM entered into a Partnership Agreement with a consortium led by Siemens AG on September 24, 2003, for the development, procurement and construction of a backbone transmission network in Kalimantan and Sulawesi, a related network management system and the provision of
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maintenance services in connection with this network. Other members of the consortium include PT Siemens Indonesia, PT LEN Industri and Corning Cable System Gmbh & Co. K.G. The consideration payable by TELKOM for the fiber optic networks was US$3.8 million plus Rp.74.0 billion (for the network located within Kalimantan) and US$3.8 million plus Rp.70.7 billion (for the network located within Sulawesi).
On March 14, 2005, the parties amended the Partnership Agreement with respect to the scope of agreement, work schedule and location, and agreed to increase the contract price to Rp.157.4 billion plus US$7.7 million. The development project was completed in May 2005.
On February 8, 2002, TELKOM signed an agreement with Olex-Lucent-Brimbun for the award of the PSTN Regional Junction Regional Division II Work, which encompasses SDH Transmission System, Optical Fibre, NMS and other services. The agreement has been amended several times, the latest being on December 4, 2003. As of the latest amendment to the agreement, the total cost of services and equipment is set at US$28.8 million and Rp.123.2 billion, respectively. The contract expired in 2004.
On March 24, 2003, TELKOM signed a Master of Procurement Partnership Agreement (“MPPA”) with Motorola, Inc. Under the MPPA, Motorola is obliged to construct a CDMA fixed wireless access network and integrate such network with TELKOM’s existing network and all ancillary services relating thereto in Regional Division I. As of December 31, 2005, TELKOM’s remaining purchase commitment in
connection with this MPPA amounted to US$422,424 and Rp1,307 million.
Motorola, Inc. will service and maintain the CDMA 2000 IX system that it constructs, pursuant to a Service Level Agreement dated the same date as the MPPA in return for an annual consideration of US$3 million.
On November 12, 2003, TELKOM entered into an agreement with PT INTI for the construction and procurement of an optical network, as well as a network management system and other related services and equipment, with respect to Regional Division III (West Java). Under this agreement, TELKOM is obligated to pay PT INTI a total consideration of US$6.6 million and Rp.111.7 billion.
On December 18, 2003, TELKOM entered into an agreement with a consortium led by Santera-Olex for the construction and procurement of a softswitch system (class 4) and the improvement of switching capacity in the existing switching system in Jakarta, Bandung and Surabaya.
Pursuant to the terms of this agreement, TELKOM was to pay US$4.0 million and Rp.2.5 billion. On March 4, 2004, the parties amended the agreement with respect to the scope of work and work schedule, and agreed to reduce the Rupiah portion of the consideration to Rp.2.2 billion.
The work was completed in December 2004.
On January 14, 2003, TELKOM and Bukaka SingTel entered into a Co-Operation Agreement on Fixed Wireless CDMA Facilities Construction in KSO Divre VII Area (the “Co-Operation Agreement”) that implemented the terms of the June 11, 2002 Memorandum of Understanding between TELKOM and Bukaka SingTel. Under the terms of the Co-Operation Agreement, TELKOM, through its Fixed Wireless Division, will invest US$30.8 million for the construction of fixed wireless CDMA facilities for 146,700 line units in Denpasar, Makasar, Manado, Kupang and Mataram, which facilities will be
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Master of Procurement Partnership Agreement (MPPA) with Motorola
Metro Junction and Optical Network Access Agreement for Regional Division III with PT INTI
Agreement for the Procurement of Softswitch System Class 4 with a consortium led by Santera-Olex
Co-Operation Agreement on Fixed Wireless CDMA Facilities Construction in KSO Divre VII Area
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managed, operated and maintained by Bukaka SingTel. The new facilities are expected to be completed by 2006, with TELKOM and its Fixed Wireless Division receiving 95% of net revenues generated by the new facilities until such time as an internal rate of return of 28% is achieved, after which TELKOM and Bukaka SingTel will each receive 50% of net revenues. The Co-Operation Agreement will expire on December 31, 2010, at which time ownership of the new facilities will vest in TELKOM.
On November 30, 2001, TELKOM signed a partnership agreement with a consortium consisting of PT Pirelli Cables Indonesia and PT Siemens Indonesia for the construction and provision of a high performance backbone network in Sumatera. The agreement became effective as of June 10, 2002. The scope of work includes the provision of an optical fiber cable, together with transmission equipment and network management systems. TELKOM is obligated to pay US$49.2 million and Rp.174.4 billion (together with value-added tax thereon) as consideration. The amount due under the agreement was fully paid in April 2004.
On December 5, 2001, TELKOM entered into a partnership agreement with a consortium consisting of Sumitomo Corporation, NEC Corporation and PT Nasio Karya Pratama for the development of a high quality PSTN Regional Junction for Regional Division V (East Java).
The scope of work includes the development of a SDH transmission system, as well as the provision of ancillary fiber optic and other related equipment. TELKOM was initially obligated to pay Japanese Yen 3.7 billion and Rp.125.5 billion (which is inclusive of value-added tax). The parties agreed to add another partner, PT Communication Cable System Indonesia, to the consortium on September 27, 2002. In accordance with an amendment agreement dated December 11, 2003, the parties agreed to amend the contract price payable by TELKOM to Japanese Yen 1,258.8 million and Rp.188.8 billion (which is exclusive of value-added tax). In June 2004, the parties agreed to amend this agreement for the volume and scope of work and the project implementation period. The total contract price after this amendment is Rp.187.4 billion, or Japanese Yen 1.3 billion. The development project was completed in October 2004.
On May 14, 2004, TELKOM entered into a Cooperation Agreement with Telekom Malaysia Berhad (“Telekom Malaysia”) pursuant to which TELKOM and Telekom Malaysia formed a consortium for the deployment and maintenance of the Dumai-Melaka Cable System. On the same date, the consortium entered into a Supply Contract with NEC Corporation for the deployment of the 150 km optical submarine cable between Indonesia and Malaysia, which was scheduled to be completed by the end of 2004 and was completed in January 2005. TELKOM and Telekom Malaysia were to contribute equally to a payment to NEC Corporation of US$8.7 million.
On May 17, 2001, TELKOM acquired 90.32% of the issued and fully paid shares of Dayamitra, the KSO VI Investor, for US$134.2 million (including consultant’s fee of US$3.3 million) and also purchased a call option and granted a put option with respect to the remaining 9.68%
partner shares of Dayamitra for the amount of US$6.3 million which was fully paid in 2003. An initial payment of US$18.3 million was paid on the closing date of the transaction on May 17, 2001, US$8.9 million was paid on August 10, 2001 as an adjustment to the purchase price based on Dayamitra’s adjusted working capital and the balance of US$103.6 million was to be paid through an escrow account in eight quarterly installments of US$12.9 million each beginning on August 17, 2001 and TELKOM paid the last quarterly installment on May 17, 2003. On December 14, 2004, TELKOM exercised its call option to purchase, and acquired, the remaining 9.68% of the shares of Dayamitra, for an aggregate consideration
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Partnership Agreement for the Construction and Provision of High Performance Backbone in Sumatera
Partnership Agreement for the Development of a PSTN Regional Junction for Regional Division V (East Java)
Agreement for Dumai-Melaka Cable System
Acquisition of Dayamitra
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of approximately US$22.1 million which represents the present value of the option strike price of US$16.2 million plus the option purchase price of US$6.3 million and payment for Dayamitra’s adjusted working capital of US$1.0 million. TELKOM is required to pay the option strike price less funds available in the escrow account on November 30, 2004 in 16 equal installments, the last of which is required to be made on March 26, 2006.
On January 20, 2004, TELKOM and MGTI entered into an agreement to amend and restate the KSO Agreement with respect to Regional Division IV. Under the amended and restated KSO agreement, the rights to operate fixed-line telecommunication services in KSO IV region are transferred to TELKOM and KSO IV is operated under the management, supervision, control and responsibility of TELKOM. In addition, for the remaining KSO period, TELKOM is entitled at its sole discretion and expense to construct new telecommunication facilities in Regional Division IV. MGTI receives fixed monthly payments, while TELKOM is entitled to the balance of the KSO revenues after the monthly
amounts due to MGTI and operating expenses. If the KSO IV unit is unable to or does not for any reason pay MGTI the fixed monthly payments due to it, TELKOM is obligated to make up any deficiency. At the end of the KSO period (December 31, 2010), all rights, title and interest of MGTI in existing property, plant and equipment (including new additional installations) and inventories shall be transferred to TELKOM at no cost. As a result of the amended and restated KSO agreement, TELKOM obtained the legal right to control financial and operating decisions of Regional Division IV for a purchase price of US$390.7 million, or Rp.3,285 billion, which represents the present value of the fixed monthly payments (totaling US$517 million) to be paid by TELKOM to MGTI from 2004 through 2010 plus direct cost of the business combination.
Indemnity given to KAP Hans Tuanakotta Mustofa & Halim (formerly KAP Hans Tuanakotta & Mustofa)
TELKOM has entered into three indemnity agreements with Deloitte. Under the first agreement, dated February 9, 2004, TELKOM agreed to indemnify Deloitte against reasonable legal costs incurred in successfully defending any legal proceedings brought against Deloitte on the basis of the inclusion of the audited 2000 and 2001 financial statements in Amendment No. 2 to 2002 Annual Report on Form 20-F/A that was filed on February 9, 2004, provided however that the indemnity will be void and inoperative if a court, after adjudication, determines that Deloitte is liable for professional malpractice. If this situation were to arise, Deloitte has agreed to immediately reimburse TELKOM for all amounts paid by TELKOM under this indemnity.
Under the second agreement, dated June 29, 2004, TELKOM has agreed to indemnify Deloitte against reasonable legal costs incurred in successfully defending any legal proceedings brought against Deloitte on the basis of the inclusion of the audited 2001 financial statements in its 2003 Annual Report on Form 20-F, provided however that the indemnity will be void and inoperative if a court, after adjudication, determines that Deloitte is liable for professional malpractice. If this situation were to arise, Deloitte has agreed to immediately reimburse TELKOM for all amounts paid by TELKOM under this indemnity.
Under the third agreement, dated April 25, 2005, TELKOM provided a similar indemnity to the second agreement, but with respect to inclusion of the audited 2001 financial statements in its Amendment No. 1 to 2003 Annual Report on Form 20-F/A.
Medium-Term Notes Issuance Agreement
See Item 5. “Operating and Financial Review and Prospects — B. Liquidity and Capital Resources — Medium-Term Notes”.
See Exhibit 4.45 for an English summary of the terms and conditions of the MTN.
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