{"url_path":"/sec/tlk/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1001807/0001104659-26-062051-index.html","accession_number":"0001104659-26-062051","cik":"0001001807","ticker":"TLK","issuer_name":"PERUSAHAAN PERSEROAN PERSERO PT TELEKOMUNIKASI INDONESIA TBK","edgar_url":"https://www.sec.gov/Archives/edgar/data/1001807/0001104659-26-062051-index.html","primary_entity_key":"0001001807","primary_entity_name":"PERUSAHAAN PERSEROAN PERSERO PT TELEKOMUNIKASI INDONESIA TBK"},"word_count":2682,"has_tables":true,"body_markdown":"**ITEM 7.              MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS**\n\n**A.                         MAJOR SHAREHOLDERS**\n\n**Shareholder Composition**\n\nOur authorized capital consists of one Dwiwarna Share and 389,999,999,999 shares of common stock. Our authorized shares, 99,062,216,600 of which are issued and fully paid, consists of one Dwiwarna Share and 99,062,216,599 shares of common stock.  The Dwiwarna Share is owned by the Government and carries special voting rights, such as the right to nominate, and to veto the appointment and removal of, any director or commissioner, the right to veto the issuance of new shares and amendments to our Articles of Association, including amendments to merge or dissolve us, to increase or decrease our authorized capital or to reduce our subscribed capital. The material rights and restrictions applicable to the common stock also apply to the Dwiwarna Share, except that the Government cannot transfer the Dwiwarna Share. The Government’s ownership of the Dwiwarna Share gives it effective control over our Company even if it reduces its ownership of our common stock, and its rights with respect to the Dwiwarna Share may only be modified by an amendment of our Articles of Association, which the Government may veto.\n\nThe table below presents information relating to the beneficial ownership of our ordinary shares and Dwiwarna Share as of April 30, 2026.\n\n​\n\n  ​ ​ ​\n\n​\n\n  ​ ​ ​\n\n​\n\n  ​ ​ ​\n\n**Percentage**\n\n​\n\n​\n\n**Dwiwarna**\n\n​\n\n​\n\n​\n\n**of**\n\n​\n\n​\n\n**Share**\n\n​\n\n**Common Stock**\n\n​\n\n**Ownership**\n\n**Government**\n\n \n\n​\n\n​\n\n​\n\n​\n\n​\n\nBadan Pengaturan Badan Usaha Milik Negara (BPBUMN)\n\n​\n\n1\n\n \n\n516,023,535\n\n \n\n0.52\n\nPT Danantara Asset Management (Persero)\n\n​\n\n-\n\n​\n\n51,086,330,024\n\n​\n\n51.57\n\n**Total owned by Government**\n\n​\n\n**1**\n\n​\n\n**51,602,353,559**\n\n​\n\n**52.09**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Public**\n\n​\n\n-\n\n \n\n**47,108,098,840**\n\n​\n\n**47.55**\n\n**Treasury Shares**\n\n​\n\n​\n\n​\n\n**351,764,200**\n\n​\n\n**0.36**\n\n**Total**\n\n** **\n\n**1**\n\n** **\n\n******99,062,216,599**\n\n \n\n**100.00**\n\n**Shareholders Owning More Than 5% of Shares (Major Shareholder)**\n\nThe table below sets forth the beneficial ownership of our major shareholder which owns more than 5% of our shares as of April 30, 2026. To our knowledge, no other shareholders beneficially own 5% or more of our shares of common stock.\n\n162\n\n[Table of Contents](#TOC)\n\n**Title of Class**\n\n  ​ ​ ​\n\n**Person or Group**\n\n  ​ ​ ​\n\n**Number of Shares**\n\n  ​ ​ ​\n\n**Percentage of Ownership**\n\nDwiwarna Share\n\n \n\nBP BUMN\n\n \n\n1\n\n \n\n-\n\nCommon Stock\n\n \n\nPT Danantara Asset Management\n\n​\n\n51,086,330,024\n\n \n\n51.57\n\n​\n\n​\n\nThe Bank of New York Mellon\n\n​\n\n5,884,164,980\n\n​\n\n5.94\n\nThe percentage of shares held by the Government was 52.09% (including 0.52% common stock owned by BP BUMN) as of March 31, 2023, February 29, 2024, March 31, 2025, and April 30, 2026, respectively. Except for the Government and The Bank of New York Mellon, acting as ADR Depositary, no other persons beneficially owned 5% or more of our outstanding shares of common stock as of April 30, 2026, based on information available to us.\n\n**Shares Owned by Commissioners and Directors**\n\nThe table below sets forth information regarding persons known to us to own less than 5% of each class of our shares (whether directly or beneficially through the ADSs) as of April 30, 2026.  \n\n**Commissioners and Directors**\n\n  ​ ​ ​\n\n**Number of**\n\n  ​ ​ ​\n\n**Percentage of**\n\n​\n\n​\n\n**Shares**\n\n​\n\n**Ownership**\n\n**Commissioners**\n\n​\n\n​\n\n​\n\n​\n\nAngga Raka Prabowo\n\n​\n\n-\n\n​\n\n-\n\nOssy Dermawan\n\n​\n\n-\n\n​\n\n-\n\nRionald Silaban\n\n​\n\n-\n\n​\n\n-\n\nRofikoh Rokhim\n\n​\n\n-\n\n​\n\n-\n\nIra Noviarti\n\n​\n\n-\n\n​\n\n-\n\nDeswandhy Agusman\n\n​\n\n-\n\n​\n\n-\n\nSilmy Karim\n\n​\n\n1,344,700\n\n​\n\n<0.01\n\nRizal Malarangeng\n\n​\n\n3,240,600\n\n​\n\n<0.01\n\n**Directors**\n\n​\n\n​\n\n​\n\n​\n\nDian Siswarini\n\n \n\n202,000\n\n \n\n<0.01\n\nArthur Angelo Syailendra\n\n \n\n-\n\n \n\n-\n\nVeranita Yosephine\n\n \n\n90,000\n\n \n\n<0.01\n\nNanang Hendarno\n\n \n\n32,500\n\n \n\n<0.01\n\nSeno Soemadji\n\n \n\n-\n\n \n\n-\n\nFaizal Rochmad Djoemadi\n\n​\n\n248,500\n\n​\n\n<0.01\n\nBudi Satria Dharma Purba\n\n​\n\n-\n\n​\n\n-\n\nWilly Saelan\n\n​\n\n-\n\n​\n\n-\n\nAndy Kelana\n\n​\n\n-\n\n​\n\n-\n\n**Total**\n\n \n\n******5,158,300**\n\n \n\n**0.005**\n\n**Shareholders (by Type) Owning Less Than 5% of Shares**\n\nThe table below presents information on the shareholding (by type of shareholder) of our shareholders which individually owned less than 5% of our outstanding shares of common stock as of April 30, 2026.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Group**\n\n  ​ ​ ​\n\n**Number of**\n\n  ​ ​ ​\n\n​\n\n​\n\n​\n\n**Shares of**\n\n​\n\n​\n\n​\n\n​\n\n**Common Stock**\n\n​\n\n**Percentage of**\n\n​\n\n​\n\n**Owned**\n\n​\n\n**Ownership**\n\n**Foreign**\n\n​\n\n​\n\n​\n\n​\n\nBusiness Entities\n\n \n\n32,708,869,996\n\n33.02%\n\nIndividuals\n\n \n\n20,408,700\n\n0.02%\n\n**Local**\n\n​\n\n​\n\n​\n\n​\n\nBusiness Entities\n\n​\n\n​\n\n​\n\n​\n\nBP BUMN – Government Institution\n\n​\n\n516,023,535\n\n​\n\n0.52%\n\nCompanies\n\n \n\n576,294,032\n\n0.58%\n\n163\n\n[Table of Contents](#TOC)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Group**\n\n  ​ ​ ​\n\n**Number of**\n\n  ​ ​ ​\n\n​\n\n​\n\n​\n\n**Shares of**\n\n​\n\n​\n\n​\n\n​\n\n**Common Stock**\n\n​\n\n**Percentage of**\n\n​\n\n​\n\n**Owned**\n\n​\n\n**Ownership**\n\nInsurance Companies\n\n \n\n1,464,576,771\n\n1.48%\n\nMutual Funds\n\n \n\n1,277,328,840\n\n1.29%\n\nPension Funds\n\n \n\n3,817,161,174\n\n3.85%\n\nOthers Business Entities\n\n \n\n121,362,250\n\n0.12%\n\nIndividuals\n\n \n\n1,589,696,297\n\n1.60%\n\n**Total**\n\n \n\n**42,091,721,595**\n\n**42.49%**\n\n**Relationship with the Government and Government Agencies**\n\nOur relationship with the Government is multi-faceted. The Government owns a Dwiwarna Share in our Company, which results in the Government remaining our ultimate controlling shareholder. It is also our regulator as it adopts, administers and enforces relevant laws that regulate the telecommunications sector, sets tariffs and issues licenses. It is also one of our customers and one of our lenders.\n\nAs used in this section, the term “**Government**” includes the Government of Indonesia and its ministries, directly owned governmental departments and agencies, but excludes SOEs.\n\nThe Government as Shareholder\n\nAs of March 31, 2026, the Government remains our ultimate controlling shareholder through its ownership of the Dwiwarna Share in our Company. The Dwiwarna Share is held by the SOE Regulatory Agency and pursuant to Law No. 16/2025, carries limited but non-transferable special rights, including the authority to approve matters submitted to the GMS and to appoint and remove members of our Board of Directors and Board of Commissioners. These rights ensure that the Government continues to exercise direct influence over key governance decisions, notwithstanding changes to our shareholding structure.\n\nIn addition, the Government exercises indirect control through BPI Danantara, an institution wholly owned by the Government and mandated under Law No. 16 of 2025 on the Fourth Amendment to the SOE Law to manage SOEs, including our Company. BPI Danantara carries out this mandate through DAM, its operational holding. Following the in-kind contribution of the Government’s Series B Shares to DAM pursuant to GR 15/2025, DAM became our direct majority shareholder. As an operational holding, DAM functions as an extension of BPI Danantara and is vested with authority over strategic and operational matters for SOEs, including risk management, legal and regulatory compliance, accounting, financial policies, and other enterprise-wide functions. Meanwhile, the SOE Regulatory Agency is not a separate legal entity distinct from the Government, but rather a governmental body and therefore part of the Government. See also “*Item 3D. Regulatory Risks – We may experience further changes in governance as an SOE*.” The Government exercises its statutory rights through the SOE Regulatory Agency as the holder of the Dwiwarna Share, performs a supervisory and regulatory role, while BPI Danantara is responsible for the strategic and operational policy-setting duties for SOEs under its administration.\n\nThis framework creates a dual mechanism of Government control: (i) direct control through the special rights attached to the Dwiwarna Share, which is held by the SOE Regulatory Agency as a governmental body, and (ii) indirect control through BPI Danantara’s authority over SOE strategic management, exercised via DAM as our majority shareholder. Accordingly, despite the reorganization of shareholding, the Government remains our ultimate controlling shareholder both through its ownership of the Dwiwarna Share owned by SOE Regulatory Agency and through BPI Danantara’s legally mandated management authority over SOEs, including our Company. See also “*Item 3D—Risk Factors—Risks Related to Our Corporate Structure and Governance—We are subject to the control of the Government and its interests may not necessarily align with the interest of our other shareholders or our own interests.*”\n\n164\n\n[Table of Contents](#TOC)\n\nThe Government as Regulator\n\nThe Government regulates the telecommunications sector through MoCD. MoCD has the authority to issue regulations that implement laws, which are typically broad in scope. Through such decrees, MoCD 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 DGPIO, MoCD regulates the allocation of frequencies and sets numbers for fixed telephone lines. We are required to obtain a license from the DGPIO for each type of service offered, including licenses for the frequencies we use (as allocated by MoCD). We and other operators are required to pay frequency usage fees. Telkomsel also holds licenses issued by MoCD 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 MoCD as regulator, has the authority to issue new licenses for the establishment of new joint ventures and other new arrangements, particularly in the telecommunications sector.\n\nCertain licenses require us to pay a concession fee to operate under such licenses. We pay concession fees for our provision of telecommunications services and radio frequency usage charges to MoCD. Concession fees amounted to Rp2,159 billion in 2024 and Rp2,091 billion (US$125 million) in 2025. Concession fees as a percentage of total expenses amounted to 2.0% in 2024 and 1.9% in 2025. Radio frequency usage charges amounted to Rp7,687 billion in 2024 and Rp7,746 billion (US$464 million) in 2025. Radio frequency usage charges as a percentage of total expenses amounted to 7.2% in 2024 and 6.9% in 2025. USO charges to MoCD amounted to Rp753 billion in 2024 and Rp794 billion (US$48 million) in 2025. USO charges as a percentage of our total expenses amounted to 0.7% in 2024 and 0.7% in 2025.\n\nThe Government as Lender\n\nIn July 1994, the Government arranged a facility under which certain foreign institutions provided us with a two-step loan for certain expenditures (“**sub-loan borrowings**”). The sub-loan borrowings were made through the Government and are guaranteed by it. As of December 31, 2025, these borrowings have been fully reimbursed.\n\nThe Government as Customer\n\nCertain 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. We deal with these departments and agencies as separate customers. In 2025, the amount of revenues from Government departments and agencies was Rp3,151 billion, which amounted to 2.1% 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. In addition, we provide enterprise digital services and solutions to SOEs, including ATM switching, payment gateway, and E-Commerce platform services.\n\nIt is our policy not to enter into any transactions with affiliates unless the terms are on an arm’s length basis as though such transactions are made 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.\n\nPursuant to OJK regulations, because we are listed on the IDX, any transaction where there is an inherent conflict of interest (as defined below) must be approved by a majority of the holders of our shares of common stock who do not have a conflict of interest in the proposed transaction (*i*.*e*., the independent shareholders), unless, among other things, such conflict of interest existed before listing and was fully disclosed in the offering documents.\n\nOJK regulations define a conflict of interest as a difference between the economic interests of a public company and the personal economic interests of its Board of Directors, Board of Commissioners, principal shareholder, or controlling shareholder that may cause a loss to the relevant public company. Further, a “conflict of interest transaction” is defined as any transaction containing a conflict of interest that is carried out by a public company or a company\n\n165\n\n[Table of Contents](#TOC)\n\ncontrolled by the public company with any party, whether or not the other party is an affiliate. In practice, if a transaction obtains a “fair” opinion from an independent appraiser, which is typically strong grounds for showing that the proposed transaction does not involve a conflict of interest, though it would need to be considered and confirmed based on the relevant factual scenario.\n\nUnder OJK regulations, transactions between us and other state-owned or state-controlled enterprises may cause a conflict of interest. In such cases, the approval of the independent shareholders must be obtained if a conflict of interest arises, unless exempted. We believe that many transactions conducted with state-owned or state-controlled enterprises are on an arms-length, commercial basis and do not constitute conflict of interest transactions that would require an independent shareholders vote. Such transactions include our sale of telephone services to state-owned or state-controlled enterprises and our purchase of electricity from an SOE. We expect that from time to time, in connection with the development and growth of our business, we would enter into joint ventures, agreements or transactions with such enterprises. Under such circumstances, we may consult with the OJK to determine whether a proposed joint venture, agreement or transaction would require a vote of independent shareholders under OJK rules. If the OJK is of the view that such transaction would not require such a vote, we would proceed without seeking the independent shareholders’ approval. Otherwise, we would seek the requisite approval or abandon the proposed action.\n\n**Proportion of Common Stock Held in Indonesia and Abroad**\n\nAs of April 30, 2026, we had 173,032 holders of shares of common stock (including the Government). This total includes 38,613,443,676 shares of common stock held by 2,108 holders of common stock located outside Indonesia. As of the same date, there were 58,841,650 ADS outstanding.\n\n**Change in Control**\n\nAs of December 31, 2025, Based on Letter No. SR.001/DI-DAM/DO/2025 dated May 28, 2025, regarding the notification of the change of name of the operational holding, PT Biro Klasifikasi Indonesia (Persero) (“BKI”) changed its name to PT Danantara Asset Management (Persero). Accordingly, any reference in this annual report on Form 20-F to BKI as our direct controlling shareholder shall, from the effective date of such change of name, be construed as a reference to PT Danantara Asset Management (Persero). Such change constituted a change of name only and did not, in and of itself, result in any change to the Government’s ultimate control over the company.\n\nThe Government, through the MSOE, remains our ultimate controlling shareholder. However, as of March 31, 2025, the Government is no longer our majority shareholder. Instead, BKI, an operational holding company, has assumed that role. These structural changes do not affect the Government’s ultimate control over our Company, which is maintained through: (i) its direct ownership of the Dwiwarna Share, which grants it special rights in our Company; and (ii) its indirect control through BKI, which holds the majority of our Company’s shares and is both directly and indirectly controlled by the Government. See also *“Item 3D—Risk Factors—Risks Related to Our Business—Regulatory Risks—We may experience further changes in governance as an SOE” and “Item 7. Major Shareholders and Related Party Transactions — Relationship with the Government and Government Agencies — The Government as Shareholder.”*\n\n**B.                         RELATED PARTY TRANSACTIONS**\n\nWe are party to certain agreements and engage in transactions with certain parties that are related to us, such as cooperatives and foundations. Such parties include the Government and entities related to or owned or controlled by the Government, such as other SOEs. For further details on our related party transactions, see Note 31 to our Consolidated Financial Statements.\n\n**C.                         INTEREST OF EXPERTS AND COUNSEL**\n\nNot applicable.\n\n166\n\n[Table of Contents](#TOC)\n\n​\n\n​"}